Sector Funds

Banking Fund

Basic Materials Fund

Biotechnology Fund

Consumer Products Fund

Electronics Fund

Energy Fund

Energy Services Fund

Financial Services Fund

Health Care Fund

Internet Fund

Leisure Fund

Precious Metals Fund

Real Estate Fund

Retailing Fund

Technology Fund

Telecommunications Fund

Transportation Fund

Utilities Fund

RSECF-SEMI-0914x0315

guggenheiminvestments.com

TABLE OF CONTENTS

DEAR SHAREHOLDER	2
ECONOMIC AND MARKET OVERVIEW	3
ABOUT SHAREHOLDERS' FUND EXPENSES	5
BANKING FUND	10
BASIC MATERIALS FUND	17
BIOTECHNOLOGY FUND	25
CONSUMER PRODUCTS FUND	32
ELECTRONICS FUND	39
ENERGY FUND	46
ENERGY SERVICES FUND	53
FINANCIAL SERVICES FUND	60
HEALTH CARE FUND	69
INTERNET FUND	77
LEISURE FUND	84
PRECIOUS METALS FUND	92
REAL ESTATE FUND	99
RETAILING FUND	107
TECHNOLOGY FUND	115
TELECOMMUNICATIONS FUND	124
TRANSPORTATION FUND	131
UTILITIES FUND	138
NOTES TO FINANCIAL STATEMENTS	145
OTHER INFORMATION	155
INFORMATION ON BOARD OF TRUSTEES AND OFFICERS	158
GUGGENHEIM INVESTMENTS PRIVACY POLICIES	161


	THE RYDEX FUNDS SEMI-ANNUAL REPORT \| 1

September 30, 2014

Dear Shareholder:

Security Investors, LLC (the "Investment Adviser") is pleased to present the semi-annual shareholder report for one or more of our Funds (the "Funds") for the six-month period ended September 30, 2014.

The Investment Adviser is part of Guggenheim Investments, which represents the investment management businesses of Guggenheim Partners, LLC, a global, diversified financial services firm.

Guggenheim Funds Distributors, LLC is the distributor of the Funds. Guggenheim Funds Distributors, LLC is affiliated with Guggenheim Partners, LLC and Security Investors, LLC.

We encourage you to read the Economic and Market Overview section of the report, which follows this letter, and then the Fund Profile for each Fund.

We are committed to providing innovative investment solutions and appreciate the trust you place in us.

Sincerely,

Donald C. Cacciapaglia

President

October 31, 2014

Read a prospectus and summary prospectus (if available) carefully before investing. It contains the investment objectives, risks, charges, expenses and other information, which should be considered carefully before investing. Obtain a prospectus and summary prospectus (if available) at guggenheiminvestments.com or call 800.820.0888.

There can be no assurance that any investment product will achieve its investment objective(s). There are risks associated with investing, including the entire loss of principal invested. Investing involves market risks. The investment return and principal value of any investment product will fluctuate with changes in market conditions.


2 \| THE RYDEX FUNDS SEMI-ANNUAL REPORT

ECONOMIC AND MARKET OVERVIEW(Unaudited)

September 30, 2014

Despite market volatility rising in October, for the period ended September 30, data on everything from hiring to housing conveys that the U.S. economy is firing on all cylinders. Overcoming a first-quarter weather-related soft patch, second-quarter GDP was revised upward to 4.6%, led by business investment. Durable goods orders surged over the summer and consumer confidence was at multi-year highs, despite a lower reading for the last part of the period. With tailwinds for economic growth gathering, we could see a strong third quarter GDP reading.

September's addition of 248,000 non-farm payroll jobs was, on the surface, at least a strong figure and certainly not something to be discounted. However, investor optimism about the report, which also showed the unemployment rate falling to 5.9%—its lowest level since 2008—masked the fact that average hourly earnings were unchanged. Economic data late in the period included disappointing factory orders, poor construction spending, and weaker-than-expected ISM manufacturing data. The most recent decline in the U.S. Conference Board Consumer Confidence Index was worrisome.

The U.S. economy is certainly doing well enough to suggest higher interest rates ahead. With quantitative easing ending in the U.S. in October 2014 and the Fed preparing investors for a higher federal funds rate, the stage is set for U.S. interest rates to move higher. However, our view is that, despite a strengthening U.S. economy, the greater risk is that interest rates head lower in the near term.

Following the "taper tantrum" last year, before rates were able to reach historical norms, the average rate on a 30-year mortgage spiked almost a full percentage point in two months—the sharpest rise since the late 1990s—resulting in an abrupt housing slowdown, which slowed the U.S. economy materially.

In addition, U.S. Treasury yields are still materially higher than those in any other developed market. The spread between 10-year U.S. Treasuries and comparable German bunds reached 157 basis points in September, its widest level since 1999, and the spread between 10-year Treasuries and 10-year Japanese government bonds was recently 189 basis points. With developments in the Middle East increasingly troubling and turbulence continuing elsewhere from Ukraine to Hong Kong, the relative price value of U.S. government bonds versus other safe haven investments should continue to be a factor keeping U.S. interest rates low.

International economic data remain weak. Euro zone economic confidence is falling as the entire region continues to battle below-target inflation. At the start of September, the European Central Bank cut interest rates and signaled their intent to launch a program to purchase asset-backed securities and covered bonds to stimulate the dismal economy. In Japan, retail sales fell month-over-month in August, while industrial production falters.

Economic data around the world confirms our view that central banks are likely to renew efforts to force liquidity into the global financial system, which in turn further supports our positive outlook for risk assets. However, positive returns are unlikely without volatility. While markets continue to rally, gains are becoming more grudging. The upward momentum in U.S. stocks has deteriorated meaningfully while credit spreads, specifically high-yield spreads, have widened significantly over the past number of weeks. While the bull market trend remains intact, as the appreciation in risk assets continues it becomes more likely that this ageing advance will, at some point, experience a correction.

For the six-month period ended September 30, 2014, the return of the Standard & Poor's 500^® Index* ("S&P 500") was 6.42%. The Barclays U.S. Aggregate Bond Index* returned 2.21% for the period, while the Barclays U.S. Corporate High Yield Index* returned 0.49%. The BofA Merrill Lynch 3-Month U.S. Treasury Bill Index* returned 0.02%. The MSCI World Index* returned 2.59%, while the MSCI Emerging Markets Index* returned 2.87%.


	THE RYDEX FUNDS SEMI-ANNUAL REPORT \| 3

ECONOMIC AND MARKET OVERVIEW(Unaudited)(concluded)

September 30, 2014

The opinions and forecasts expressed may not actually come to pass. This information is subject to change at any time, based on market and other conditions, and should not be construed as a recommendation of any specific security or strategy.

*Index Definitions:

The following indices are referenced throughout this report. Indices are unmanaged and not available for direct investment. Index performance does not reflect transaction costs, fees, or expenses.

BofA Merrill Lynch 3-Month U.S. Treasury Bill Index is an unmanaged market index of U.S. Treasury securities maturing in 90 days that assumes reinvestment of all income.

Barclays U.S. Aggregate Bond Index represents securities that are SEC-registered, taxable, and dollar denominated. The index covers the U.S. investment grade fixed rate bond market, with index components for government and corporate securities, mortgage pass-through securities, and asset-backed securities. These major sectors are subdivided into more specific indices that are calculated and reported on a regular basis.

Barclays U.S. Corporate High Yield Index covers the universe of dollar denominated, fixed rate, non-investment grade debt, taxable corporate debt.

MSCI Emerging Markets Index is a free float-adjusted market capitalization weighted index that is designed to measure equity market performance in the global emerging markets.

MSCI World Index (Net) is calculated with net dividends reinvested. It is a free float-adjusted market capitalization weighted index that is designed to measure the equity market performance of developed markets.

S&P 500^® Index is a market-weighted stock market index comprised of the stocks of 500 U.S. corporations; the index is owned and maintained by Standard & Poor's.


4 \| THE RYDEX FUNDS SEMI-ANNUAL REPORT

ABOUT SHAREHOLDERS' FUND EXPENSES(Unaudited)

All mutual funds have operating expenses and it is important for our shareholders to understand the impact of costs on their investments. Shareholders of a Fund incur two types of costs: (i) transaction costs, including sales charges (loads) on purchase payments, reinvested dividends, or other distributions; and exchange fees; and (ii) ongoing costs, including management fees, administrative services, and shareholder reports, among others. These ongoing costs, or operating expenses, are deducted from a fund's gross income and reduce the investment return of the fund.

A fund's expenses are expressed as a percentage of its average net assets, which is known as the expense ratio. The following examples are intended to help investors understand the ongoing costs (in dollars) of investing in a Fund and to compare these costs with the ongoing costs of investing in other mutual funds.

The examples are based on an investment of $1,000 made at the beginning of the period and held for the entire six-month period beginning March 31, 2014 and ending September 30, 2014.

The following tables illustrate a Fund's costs in two ways:

Table 1.Based on actual Fund return. This section helps investors estimate the actual expenses paid over the period. The "Ending Account Value" shown is derived from the Fund's actual return, and the fourth column shows the dollar amount that would have been paid by an investor who started with $1,000 in the Fund. Investors may use the information here, together with the amount invested, to estimate the expenses paid over the period. Simply divide the Fund's account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number provided under the heading "Expenses Paid During Period."

Table 2. Based on hypothetical 5% return. This section is intended to help investors compare a Fund's cost with those of other mutual funds. The table provides information about hypothetical account values and hypothetical expenses based on the Fund's actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund's actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses paid during the period. The example is useful in making comparisons because the U.S. Securities and Exchange Commission (the "SEC") requires all mutual funds to calculate expenses based on the 5% return. Investors can assess a Fund's costs by comparing this hypothetical example with the hypothetical examples that appear in shareholder reports of other funds.

The calculations illustrated above assume no shares were bought or sold during the period. Actual costs may have been higher or lower, depending on the amount of investment and the timing of any purchases or redemptions.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as sales charges (loads) on purchase payments, and contingent deferred sales charges ("CDSC") on redemptions, if any. Therefore, the second table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.

More information about a Fund's expenses, including annual expense ratios for the past five years, can be found in the Financial Highlights section of this report. For additional information on operating expenses and other shareholder costs, please refer to the appropriate Fund prospectus.


	THE RYDEX FUNDS SEMI-ANNUAL REPORT \| 5

ABOUT SHAREHOLDERS' FUND EXPENSES(Unaudited)(continued)

	Expense Ratio¹	Fund Return	Beginning Account Value March 31, 2014	Ending Account Value September 30, 2014	Expenses Paid During Period²
Table 1. Based on actual Fund return³
Banking Fund
Investor Class	1.37%	(1.43%)	$1,000.00	$985.70	$6.82
Advisor Class	1.86%	(1.66%)	1,000.00	983.40	9.25
A-Class	1.61%	(1.53%)	1,000.00	984.70	8.01
C-Class	2.37%	(1.92%)	1,000.00	980.80	11.77
Basic Materials Fund
Investor Class	1.37%	(0.76%)	1,000.00	992.40	6.84
Advisor Class	1.87%	(1.01%)	1,000.00	989.90	9.33
A-Class	1.62%	(0.90%)	1,000.00	991.00	8.09
C-Class	2.37%	(1.26%)	1,000.00	987.40	11.81
Biotechnology Fund
Investor Class	1.36%	11.80%	1,000.00	1,118.00	7.22
Advisor Class	1.86%	11.53%	1,000.00	1,115.30	9.86
A-Class	1.61%	11.66%	1,000.00	1,116.60	8.54
C-Class	2.36%	11.25%	1,000.00	1,112.50	12.50
Consumer Products Fund
Investor Class	1.38%	5.15%	1,000.00	1,051.50	7.10
Advisor Class	1.88%	4.87%	1,000.00	1,048.70	9.66
A-Class	1.63%	5.02%	1,000.00	1,050.20	8.38
C-Class	2.38%	4.63%	1,000.00	1,046.30	12.21
Electronics Fund
Investor Class	1.37%	7.42%	1,000.00	1,074.20	7.12
Advisor Class	1.87%	7.16%	1,000.00	1,071.60	9.71
A-Class	1.62%	7.27%	1,000.00	1,072.70	8.42
C-Class	2.36%	6.89%	1,000.00	1,068.90	12.24
Energy Fund
Investor Class	1.36%	0.07%	1,000.00	1,000.70	6.82
Advisor Class	1.87%	(0.18%)	1,000.00	998.20	9.37
A-Class	1.61%	(0.04%)	1,000.00	999.60	8.07
C-Class	2.36%	(0.39%)	1,000.00	996.10	11.81
Energy Services Fund
Investor Class	1.36%	(6.38%)	1,000.00	936.20	6.60
Advisor Class	1.87%	(6.62%)	1,000.00	933.80	9.07
A-Class	1.61%	(6.47%)	1,000.00	935.30	7.81
C-Class	2.37%	(6.83%)	1,000.00	931.70	11.48
Financial Services Fund
Investor Class	1.36%	2.06%	1,000.00	1,020.60	6.89
Advisor Class	1.87%	1.81%	1,000.00	1,018.10	9.46
A-Class	1.61%	1.92%	1,000.00	1,019.20	8.15
C-Class	2.37%	1.55%	1,000.00	1,015.50	11.97
Health Care Fund
Investor Class	1.37%	8.72%	1,000.00	1,087.20	7.17
Advisor Class	1.87%	8.47%	1,000.00	1,084.70	9.77
A-Class	1.62%	8.62%	1,000.00	1,086.20	8.47
C-Class	2.37%	8.15%	1,000.00	1,081.50	12.37


6 \| THE RYDEX FUNDS SEMI-ANNUAL REPORT

ABOUT SHAREHOLDERS' FUND EXPENSES(Unaudited)(continued)

Expense

Ratio¹

Fund

Return

Beginning

Account Value

March 31, 2014

Ending

Account Value

September 30, 2014

Expenses

Paid During

Period²

Internet Fund
Investor Class	1.37%	3.70%	$1,000.00	$1,037.00	$7.00
Advisor Class	1.87%	3.41%	1,000.00	1,034.10	9.54
A-Class	1.61%	3.58%	1,000.00	1,035.80	8.22
C-Class	2.37%	3.20%	1,000.00	1,032.00	12.07
Leisure Fund
Investor Class	1.36%	2.10%	1,000.00	1,021.00	6.89
Advisor Class	1.87%	1.85%	1,000.00	1,018.50	9.46
A-Class	1.62%	1.96%	1,000.00	1,019.60	8.20
C-Class	2.37%	1.57%	1,000.00	1,015.70	11.98
Precious Metals Fund
Investor Class	1.26%	(10.20%)	1,000.00	898.00	6.00
Advisor Class	1.77%	(10.41%)	1,000.00	895.90	8.41
A-Class	1.52%	(10.33%)	1,000.00	896.70	7.23
C-Class	2.27%	(10.66%)	1,000.00	893.40	10.77
Real Estate Fund
A-Class	1.63%	1.55%	1,000.00	1,015.50	8.24
C-Class	2.37%	1.18%	1,000.00	1,011.80	11.95
H-Class	1.62%	1.53%	1,000.00	1,015.30	8.18
Retailing Fund
Investor Class	1.37%	0.93%	1,000.00	1,009.30	6.90
Advisor Class	1.86%	0.86%	1,000.00	1,008.60	9.37
A-Class	1.62%	0.98%	1,000.00	1,009.80	8.16
C-Class	2.37%	0.63%	1,000.00	1,006.30	11.92
Technology Fund
Investor Class	1.37%	3.88%	1,000.00	1,038.80	7.00
Advisor Class	1.87%	3.64%	1,000.00	1,036.40	9.55
A-Class	1.62%	3.75%	1,000.00	1,037.50	8.27
C-Class	2.37%	3.43%	1,000.00	1,034.30	12.09
Telecommunications Fund
Investor Class	1.37%	2.86%	1,000.00	1,028.60	6.97
Advisor Class	1.87%	2.58%	1,000.00	1,025.80	9.50
A-Class	1.61%	2.78%	1,000.00	1,027.80	8.18
C-Class	2.37%	2.31%	1,000.00	1,023.10	12.02
Transportation Fund
Investor Class	1.37%	4.73%	1,000.00	1,047.30	7.03
Advisor Class	1.87%	4.46%	1,000.00	1,044.60	9.58
A-Class	1.62%	4.59%	1,000.00	1,045.90	8.31
C-Class	2.37%	4.20%	1,000.00	1,042.00	12.13
Utilities Fund
Investor Class	1.37%	1.50%	1,000.00	1,015.00	6.92
Advisor Class	1.87%	1.19%	1,000.00	1,011.90	9.43
A-Class	1.62%	1.34%	1,000.00	1,013.40	8.18
C-Class	2.37%	0.95%	1,000.00	1,009.50	11.94


	THE RYDEX FUNDS SEMI-ANNUAL REPORT \| 7

ABOUT SHAREHOLDERS' FUND EXPENSES(Unaudited)(continued)

	Expense Ratio¹	Fund Return	Beginning Account Value March 31, 2014	Ending Account Value September 30, 2014	Expenses Paid During Period²
Table 2. Based on hypothetical 5% return (before expenses)
Banking Fund
Investor Class	1.37%	5.00%	$1,000.00	$1,018.20	$6.93
Advisor Class	1.86%	5.00%	1,000.00	1,015.74	9.40
A-Class	1.61%	5.00%	1,000.00	1,017.00	8.14
C-Class	2.37%	5.00%	1,000.00	1,013.19	11.96
Basic Materials Fund
Investor Class	1.37%	5.00%	1,000.00	1,018.20	6.93
Advisor Class	1.87%	5.00%	1,000.00	1,015.69	9.45
A-Class	1.62%	5.00%	1,000.00	1,016.95	8.19
C-Class	2.37%	5.00%	1,000.00	1,013.19	11.96
Biotechnology Fund
Investor Class	1.36%	5.00%	1,000.00	1,018.25	6.88
Advisor Class	1.86%	5.00%	1,000.00	1,015.74	9.40
A-Class	1.61%	5.00%	1,000.00	1,017.00	8.14
C-Class	2.36%	5.00%	1,000.00	1,013.24	11.91
Consumer Products Fund
Investor Class	1.38%	5.00%	1,000.00	1,018.15	6.98
Advisor Class	1.88%	5.00%	1,000.00	1,015.64	9.50
A-Class	1.63%	5.00%	1,000.00	1,016.90	8.24
C-Class	2.38%	5.00%	1,000.00	1,013.14	12.01
Electronics Fund
Investor Class	1.37%	5.00%	1,000.00	1,018.20	6.93
Advisor Class	1.87%	5.00%	1,000.00	1,015.69	9.45
A-Class	1.62%	5.00%	1,000.00	1,016.95	8.19
C-Class	2.36%	5.00%	1,000.00	1,013.24	11.91
Energy Fund
Investor Class	1.36%	5.00%	1,000.00	1,018.25	6.88
Advisor Class	1.87%	5.00%	1,000.00	1,015.69	9.45
A-Class	1.61%	5.00%	1,000.00	1,017.00	8.14
C-Class	2.36%	5.00%	1,000.00	1,013.24	11.91
Energy Services Fund
Investor Class	1.36%	5.00%	1,000.00	1,018.25	6.88
Advisor Class	1.87%	5.00%	1,000.00	1,015.69	9.45
A-Class	1.61%	5.00%	1,000.00	1,017.00	8.14
C-Class	2.37%	5.00%	1,000.00	1,013.19	11.96
Financial Services Fund
Investor Class	1.36%	5.00%	1,000.00	1,018.25	6.88
Advisor Class	1.87%	5.00%	1,000.00	1,015.69	9.45
A-Class	1.61%	5.00%	1,000.00	1,017.00	8.14
C-Class	2.37%	5.00%	1,000.00	1,013.19	11.96
Health Care Fund
Investor Class	1.37%	5.00%	1,000.00	1,018.20	6.93
Advisor Class	1.87%	5.00%	1,000.00	1,015.69	9.45
A-Class	1.62%	5.00%	1,000.00	1,016.95	8.19
C-Class	2.37%	5.00%	1,000.00	1,013.19	11.96


8 \| THE RYDEX FUNDS SEMI-ANNUAL REPORT

ABOUT SHAREHOLDERS' FUND EXPENSES(Unaudited)(concluded)

Expense

Ratio¹

Fund

Return

Beginning

Account Value

March 31, 2014

Ending

Account Value

September 30, 2014

Expenses

Paid During

Period²

Internet Fund
Investor Class	1.37%	5.00%	$1,000.00	$1,018.20	$6.93
Advisor Class	1.87%	5.00%	1,000.00	1,015.69	9.45
A-Class	1.61%	5.00%	1,000.00	1,017.00	8.14
C-Class	2.37%	5.00%	1,000.00	1,013.19	11.96
Leisure Fund
Investor Class	1.36%	5.00%	1,000.00	1,018.25	6.88
Advisor Class	1.87%	5.00%	1,000.00	1,015.69	9.45
A-Class	1.62%	5.00%	1,000.00	1,016.95	8.19
C-Class	2.37%	5.00%	1,000.00	1,013.19	11.96
Precious Metals Fund
Investor Class	1.26%	5.00%	1,000.00	1,018.75	6.38
Advisor Class	1.77%	5.00%	1,000.00	1,016.19	8.95
A-Class	1.52%	5.00%	1,000.00	1,017.45	7.69
C-Class	2.27%	5.00%	1,000.00	1,013.69	11.46
Real Estate Fund
A-Class	1.63%	5.00%	1,000.00	1,016.90	8.24
C-Class	2.37%	5.00%	1,000.00	1,013.19	11.96
H-Class	1.62%	5.00%	1,000.00	1,016.95	8.19
Retailing Fund
Investor Class	1.37%	5.00%	1,000.00	1,018.20	6.93
Advisor Class	1.86%	5.00%	1,000.00	1,015.74	9.40
A-Class	1.62%	5.00%	1,000.00	1,016.95	8.19
C-Class	2.37%	5.00%	1,000.00	1,013.19	11.96
Technology Fund
Investor Class	1.37%	5.00%	1,000.00	1,018.20	6.93
Advisor Class	1.87%	5.00%	1,000.00	1,015.69	9.45
A-Class	1.62%	5.00%	1,000.00	1,016.95	8.19
C-Class	2.37%	5.00%	1,000.00	1,013.19	11.96
Telecommunications Fund
Investor Class	1.37%	5.00%	1,000.00	1,018.20	6.93
Advisor Class	1.87%	5.00%	1,000.00	1,015.69	9.45
A-Class	1.61%	5.00%	1,000.00	1,017.00	8.14
C-Class	2.37%	5.00%	1,000.00	1,013.19	11.96
Transportation Fund
Investor Class	1.37%	5.00%	1,000.00	1,018.20	6.93
Advisor Class	1.87%	5.00%	1,000.00	1,015.69	9.45
A-Class	1.62%	5.00%	1,000.00	1,016.95	8.19
C-Class	2.37%	5.00%	1,000.00	1,013.19	11.96
Utilities Fund
Investor Class	1.37%	5.00%	1,000.00	1,018.20	6.93
Advisor Class	1.87%	5.00%	1,000.00	1,015.69	9.45
A-Class	1.62%	5.00%	1,000.00	1,016.95	8.19
C-Class	2.37%	5.00%	1,000.00	1,013.19	11.96

¹	Annualized and excludes expenses of the underlying funds in which the Funds invest.
²	Expenses are equal to the Fund's annualized expense ratio, net of any applicable fee waivers, multiplied by the average account value over the period, multiplied by 183/365 (to reflect the one-half year period).
³	Actual cumulative return at net asset value for the period March 31, 2014 to September 30, 2014.


	THE RYDEX FUNDS SEMI-ANNUAL REPORT \| 9

FUND PROFILE(Unaudited)

September 30, 2014

BANKING FUND

OBJECTIVE: Seeks to provide capital appreciation by investing in companies that are involved in the banking sector, including commercial banks (and their holding companies) and savings and loan institutions ("Banking Companies").

Holdings Diversification (Market Exposure as % of Net Assets)

"Holdings Diversification (Market Exposure as % of Net Assets)" excludes any temporary cash investments.

Inception Dates:
Investor Class	April 1, 1998
Advisor Class	April 1, 1998
A-Class	September 1, 2004
C-Class	March 30, 2001

Ten Largest Holdings (% of Total Net Assets)
Bank of America Corp.	4.3%
JPMorgan Chase & Co.	4.2%
Citigroup, Inc.	4.2%
Wells Fargo & Co.	4.2%
U.S. Bancorp	3.3%
PNC Financial Services Group, Inc.	2.6%
Capital One Financial Corp.	2.6%
Bank of New York Mellon Corp.	2.5%
State Street Corp.	2.1%
BB&T Corp.	2.0%
Top Ten Total	32.0%

"Ten Largest Holdings" exclude any temporary cash or derivative investments.


10 \| THE RYDEX FUNDS SEMI-ANNUAL REPORT

SCHEDULE OF INVESTMENTS (Unaudited)	September 30, 2014
BANKING FUND

	Shares		Value

COMMON STOCKS† - 100.0%

SUPER-REGIONAL BANKS-U.S. - 19.2%
Wells Fargo & Co.		14,695	$	762,229
U.S. Bancorp		14,233		595,366
PNC Financial Services Group, Inc.		5,457		467,010
Capital One Financial Corp.		5,690		464,418
SunTrust Banks, Inc.		7,992		303,936
Fifth Third Bancorp		13,946		279,199
KeyCorp		17,428		232,315
Comerica, Inc.		4,130		205,922
Huntington Bancshares, Inc.		19,851		193,150
Total Super-Regional Banks-U.S.				3,503,545

DIVERSIFIED BANKING INSTITUTIONS - 18.2%
Bank of America Corp.		45,999		784,282
JPMorgan Chase & Co.		12,790		770,470
Citigroup, Inc.		14,728		763,205
Deutsche Bank AG		6,028		210,136
HSBC Holdings plc ADR		3,920		199,450
UBS AG		11,336		196,906
Barclays plc ADR		12,841		190,175
Credit Suisse Group AG ADR		6,822		188,560
Total Diversified Banking Institutions				3,303,184

COMMERCIAL BANKS-NON-U.S. - 16.8%
Itau Unibanco Holding S.A. ADR		16,932		235,015
Banco Bradesco S.A. ADR		14,571		207,637
ICICI Bank Ltd. ADR		4,126		202,587
Credicorp Ltd.		1,305		200,174
Banco Santander S.A. ADR1		20,957		199,092
Toronto-Dominion Bank		4,020		198,548
HDFC Bank Ltd. ADR		4,231		197,080
Royal Bank of Canada		2,628		187,771
Bank of Montreal		2,456		180,811
ING Groep N.V. ADR*		12,720		180,497
Grupo Financiero Santander Mexico SAB de CV ADR		13,310		180,084
Banco Santander Brasil S.A. ADR		27,269		178,339
Bancolombia S.A. ADR		3,125		177,250
Bank of Nova Scotia		2,840		175,654
Banco Bilbao Vizcaya Argentaria S.A. ADR		14,597		175,164
Canadian Imperial Bank of Commerce		1,885		169,367
Total Commercial Banks-Non-U.S.				3,045,070

COMMERCIAL BANKS-CENTRAL U.S. - 9.3%
Cullen/Frost Bankers, Inc.		1,960		149,960
BOK Financial Corp.		2,230		148,250
Commerce Bancshares, Inc.		3,115		139,069
Prosperity Bancshares, Inc.		2,403		137,380
FirstMerit Corp.		6,668		117,357
Texas Capital Bancshares, Inc.*		1,950		112,476
Associated Banc-Corp.		6,441		112,202
TCF Financial Corp.		7,113		110,465
UMB Financial Corp.		1,995		108,827
PrivateBancorp, Inc. — Class A		3,587		107,287
Wintrust Financial Corp.		2,192		97,917
MB Financial, Inc.		3,530		97,710
First Financial Bankshares, Inc.		3,240		90,040
Old National Bancorp		6,500		84,305
First Midwest Bancorp, Inc.		4,700		75,623
Total Commercial Banks-Central U.S.				1,688,868

COMMERCIAL BANKS-WESTERN U.S. - 8.5%
First Republic Bank		3,741		184,731
SVB Financial Group*		1,471		164,884
East West Bancorp, Inc.		4,510		153,340
City National Corp.		1,845		139,611
PacWest Bancorp		3,355		138,327
Umpqua Holdings Corp.		7,860		129,454
Bank of Hawaii Corp.		1,921		109,132
Western Alliance Bancorporation*		4,220		100,858
Cathay General Bancorp		3,910		97,085
Glacier Bancorp, Inc.		3,700		95,682
CVB Financial Corp.		5,890		84,522
Westamerica Bancorporation		1,620		75,362
BBCN Bancorp, Inc.		5,150		75,139
Total Commercial Banks-Western U.S.				1,548,127

COMMERCIAL BANKS-EASTERN U.S. - 7.2%
M&T Bank Corp.		2,251		277,526
CIT Group, Inc.		4,370		200,845
Signature Bank*		1,465		164,168
Webster Financial Corp.		3,853		112,276
Fulton Financial Corp.		8,876		98,346
Valley National Bancorp		9,953		96,445
FNB Corp.		8,032		96,304
Susquehanna Bancshares, Inc.		9,336		93,360
National Penn Bancshares, Inc.		8,340		80,981
Community Bank System, Inc.		2,390		80,280
Total Commercial Banks-Eastern U.S.				1,300,531

COMMERCIAL BANKS-SOUTHERN U.S. - 6.8%
Popular, Inc.*		6,281		184,881
Synovus Financial Corp.		5,250		124,110
BankUnited, Inc.		3,890		118,606
First Horizon National Corp.		9,613		118,048
Hancock Holding Co.		3,473		111,310
Bank of the Ozarks, Inc.		3,440		108,429
United Bankshares, Inc.		3,240		100,213
IBERIABANK Corp.		1,574		98,391
BancorpSouth, Inc.		4,737		95,403
Home BancShares, Inc.		3,240		95,288
Trustmark Corp.		3,730		85,921
Total Commercial Banks-Southern U.S.				1,240,600


SEE NOTES TO FINANCIAL STATEMENTS.	THE RYDEX FUNDS SEMI-ANNUAL REPORT \| 11

SCHEDULE OF INVESTMENTS (Unaudited)(concluded)	September 30, 2014
BANKING FUND

	Shares		Value
FIDUCIARY BANKS - 6.1%
Bank of New York Mellon Corp.		11,624	$	450,198
State Street Corp.		5,220		384,244
Northern Trust Corp.		4,030		274,161
Total Fiduciary Banks				1,108,603

COMMERICAL BANKS-SOUTHERN U.S. - 3.4%
BB&T Corp.		9,546		355,207
Regions Financial Corp.		25,360		254,614
Total Commerical Banks-Southern U.S.				609,821

SAVINGS & LOANS/THRIFTS-EASTERN U.S. - 2.4%
New York Community Bancorp, Inc.		11,462		181,902
Investors Bancorp, Inc.		12,960		131,285
First Niagara Financial Group, Inc.		13,961		116,295
Total Savings & Loans/Thrifts-Eastern U.S.				429,482

MULTI-LINE INSURANCE - 1.2%
Voya Financial, Inc.		5,500		215,050

COMMERICAL BANKS-WESTERN U.S. - 0.9%
Zions Bancorporation		5,777		167,880

Total Common Stocks
(Cost $13,558,489)				18,160,761

	Face Amount

REPURCHASE AGREEMENTS††,2 - 0.9%
UMB Financial Corp. issued 09/30/14 at 0.00% due 10/01/14	$	72,351		72,351
HSBC Group issued 09/30/14 at 0.00% due 10/01/14		29,796		29,796
RBC Capital Markets issued 09/30/14 at (0.05)% due 10/01/14		29,796		29,796
Mizuho Financial Group, Inc. issued 09/30/14 at 0.01% due 10/01/14		29,796		29,796
Total Repurchase Agreements
(Cost $161,739)				161,739

SECURITIES LENDING COLLATERAL††,3 - 0.6%
Repurchase Agreements
HSBC Securities, Inc. issued 09/30/14 at 0.00% due 10/01/14		95,004		95,004
BNP Paribas Securities Corp. issued 09/30/14 at 0.00% due 10/01/14		15,575		15,575
Total Securities Lending Collateral
(Cost $110,579)				110,579

Total Investments - 101.5%
(Cost $13,830,807)			$	18,433,079
Other Assets & Liabilities, net - (1.5)%				(271,862	)
Total Net Assets - 100.0%			$	18,161,217

*	Non-income producing security.
†	Value determined based on Level 1 inputs — See Note 4.
††	Value determined based on Level 2 inputs — See Note 4.
1	All or portion of this security is on loan at September 30, 2014 — See Note 6.
2	Repurchase Agreements — See Note 5.
3	Securities lending collateral — See Note 6.
	ADR — American Depositary Receipt
	plc — Public Limited Company


12 \| THE RYDEX FUNDS SEMI-ANNUAL REPORT	SEE NOTES TO FINANCIAL STATEMENTS.

BANKING FUND

STATEMENT OF ASSETS AND LIABILITIES(Unaudited)
September 30, 2014

Assets:
Investments, at value - including $125,400 of securities loaned (cost $13,558,489)	$	18,160,761
Repurchase agreements, at value (cost $272,318)		272,318
Total investments (cost $13,830,807)		18,433,079
Segregated cash with broker		18,121
Receivables:
Fund shares sold		550,179
Dividends		23,678
Foreign taxes reclaim		848
Securities lending income		43
Total assets		19,025,948

Liabilities:
Payable for:
Securities purchased		579,025
Fund shares redeemed		131,138
Upon return of securities loaned		128,700
Management fees		10,777
Distribution and service fees		3,796
Transfer agent and administrative fees		3,170
Portfolio accounting fees		1,268
Miscellaneous		6,857
Total liabilities		864,731
Net assets	$	18,161,217

Net assets consist of:
Paid in capital	$	37,995,882
Undistributed net investment income		131,731
Accumulated net realized loss on investments		(24,568,668	)
Net unrealized appreciation on investments		4,602,272
Net assets	$	18,161,217

Investor Class:
Net assets	$	8,091,617
Capital shares outstanding		129,074
Net asset value per share	$	62.69

Advisor Class:
Net assets	$	1,154,467
Capital shares outstanding		20,452
Net asset value per share	$	56.45

A-Class:
Net assets	$	5,168,282
Capital shares outstanding		89,345
Net asset value per share	$	57.85
Maximum offering price per share (Net asset value divided by 95.25%)	$	60.73

C-Class:
Net assets	$	3,746,851
Capital shares outstanding		69,846
Net asset value per share	$	53.64

STATEMENT OF OPERATIONS(Unaudited)
Period Ended September 30, 2014

Investment Income:
Dividends (net of foreign withholding tax of $2,918)	$	150,835
Income from securities lending, net		209
Interest		5
Total investment income		151,049

Expenses:
Management fees		62,117
Transfer agent and administrative fees		18,269
Distribution and service fees:
Advisor Class		3,240
A-Class		2,789
C-Class		18,216
Portfolio accounting fees		7,308
Registration fees		6,628
Custodian fees		853
Trustees' fees*		691
Tax expense		85
Line of credit interest expense		50
Miscellaneous		3,794
Total expenses		124,040
Net investment income		27,009

Net Realized and Unrealized Gain (Loss):
Net realized gain (loss) on:
Investments		(313,417	)
Net realized loss		(313,417	)
Net change in unrealized appreciation (depreciation) on:
Investments		(907,326	)
Net change in unrealized appreciation (depreciation)		(907,326	)
Net realized and unrealized loss		(1,220,743	)
Net decrease in net assets resulting from operations	$	(1,193,734	)

*	Relates to Trustees not deemed "interested persons" within the meaning of Section 2(a)(19) of the 1940 Act.


SEE NOTES TO FINANCIAL STATEMENTS.	THE RYDEX FUNDS SEMI-ANNUAL REPORT \| 13

BANKING FUND

STATEMENTS OF CHANGES IN NET ASSETS

	Period Ended September 30, 2014 (Unaudited)			Year Ended March 31, 2014
Increase (Decrease) in Net Assets from Operations:
Net investment income	$	27,009		$	104,560
Net realized gain (loss) on investments		(313,417	)		2,054,539
Net change in unrealized appreciation (depreciation) on investments		(907,326	)		456,330
Net increase (decrease) in net assets resulting from operations		(1,193,734	)		2,615,429

Distributions to shareholders from:
Net investment income
Investor Class		—			(69,539	)
Advisor Class		—			(27,301	)
A-Class		—			(69,825	)
C-Class		—			(40,063	)
Total distributions to shareholders		—			(206,728	)

Capital share transactions:
Proceeds from sale of shares
Investor Class		11,463,122			55,738,638
Advisor Class		19,485,711			20,491,522
A-Class		4,183,398			21,112,841
C-Class		8,327,452			22,307,410
Distributions reinvested
Investor Class		—			66,494
Advisor Class		—			27,265
A-Class		—			34,044
C-Class		—			37,004
Cost of shares redeemed
Investor Class		(14,193,751	)		(54,691,263	)
Advisor Class		(18,652,134	)		(24,496,009	)
A-Class		(6,862,886	)		(15,248,615	)
C-Class		(8,789,250	)		(22,684,146	)
Net increase (decrease) from capital share transactions		(5,038,338	)		2,695,185
Net increase (decrease) in net assets		(6,232,072	)		5,103,886

Net assets:
Beginning of period		24,393,289			19,289,403
End of period	$	18,161,217		$	24,393,289
Undistributed net investment income at end of period	$	131,731		$	104,722

Capital share activity:
Shares sold
Investor Class		180,622			942,203
Advisor Class		346,291			383,290
A-Class		69,303			377,509
C-Class		153,944			443,798
Shares issued from reinvestment of distributions
Investor Class		—			1,089
Advisor Class		—			494
A-Class		—			603
C-Class		—			703
Shares redeemed
Investor Class		(228,292	)		(936,087	)
Advisor Class		(335,246	)		(463,143	)
A-Class		(121,318	)		(279,911	)
C-Class		(162,845	)		(453,983	)
Net increase (decrease) in shares		(97,541	)		16,565


14 \| THE RYDEX FUNDS SEMI-ANNUAL REPORT	SEE NOTES TO FINANCIAL STATEMENTS.

BANKING FUND

FINANCIAL HIGHLIGHTS

This table is presented to show selected data for a share outstanding throughout each period and to assist shareholders in evaluating a Fund's performance for the periods presented.

Investor Class	Period Ended September 30, 2014^a			Year Ended March 31, 2014			Year Ended March 28, 2013			Year Ended March 31, 2012			Year Ended March 31, 2011			Year Ended March 31, 2010
Per Share Data
Net asset value, beginning of period	$	63.60		$	52.58		$	46.75		$	49.75		$	50.73		$	32.62
Income (loss) from investment operations:
Net investment income (loss)^b		.22			.54			.54			.44			.13			.28
Net gain (loss) on investments (realized and unrealized)		(1.13	)		11.09			5.44			(3.39	)		(.99	)		20.05
Total from investment operations		(.91	)		11.63			5.98			(2.95	)		(.86	)		20.33
Less distributions from:
Net investment income		—			(.61	)		(.15	)		(.05	)		(.12	)		(2.22	)
Total distributions		—			(.61	)		(.15	)		(.05	)		(.12	)		(2.22	)
Net asset value, end of period	$	62.69		$	63.60		$	52.58		$	46.75		$	49.75		$	50.73

Total Return^c		(1.43	%)		22.17	%		12.84	%		(5.89	%)		(1.66	%)		63.48	%
Ratios/Supplemental Data
Net assets, end of period (in thousands)	$	8,092		$	11,241		$	8,915		$	29,061		$	8,711		$	26,340
Ratios to average net assets:
Net investment income (loss)		0.70	%		0.92	%		1.16	%		1.02	%		0.27	%		0.67	%
Total expenses		1.37	%		1.37	%		1.35	%		1.34	%		1.39	%		1.38	%
Portfolio turnover rate		232	%		481	%		382	%		544	%		1,130	%		986	%

Advisor Class	Period Ended September 30, 2014^a			Year Ended March 31, 2014			Year Ended March 28, 2013			Year Ended March 31, 2012			Year Ended March 31, 2011			Year Ended March 31, 2010
Per Share Data
Net asset value, beginning of period	$	57.40		$	47.71		$	42.63		$	45.63		$	46.79		$	30.36
Income (loss) from investment operations:
Net investment income (loss)^b		(.02	)		.23			.17			.12			(.08	)		.06
Net gain (loss) on investments (realized and unrealized)		(.93	)		10.07			5.06			(3.07	)		(.96	)		18.59
Total from investment operations		(.95	)		10.30			5.23			(2.95	)		(1.04	)		18.65
Less distributions from:
Net investment income		—			(.61	)		(.15	)		(.05	)		(.12	)		(2.22	)
Total distributions		—			(.61	)		(.15	)		(.05	)		(.12	)		(2.22	)
Net asset value, end of period	$	56.45		$	57.40		$	47.71		$	42.63		$	45.63		$	46.79

Total Return^c		(1.66	%)		21.64	%		12.32	%		(6.43	%)		(2.19	%)		62.66	%
Ratios/Supplemental Data
Net assets, end of period (in thousands)	$	1,154		$	540		$	4,235		$	1,105		$	629		$	1,291
Ratios to average net assets:
Net investment income (loss)		(0.09	%)		0.44	%		0.38	%		0.30	%		(0.18	%)		0.17	%
Total expenses		1.86	%		1.87	%		1.86	%		1.83	%		1.89	%		1.88	%
Portfolio turnover rate		232	%		481	%		382	%		544	%		1,130	%		986	%


SEE NOTES TO FINANCIAL STATEMENTS.	THE RYDEX FUNDS SEMI-ANNUAL REPORT \| 15

BANKING FUND

FINANCIAL HIGHLIGHTS(concluded)

This table is presented to show selected data for a share outstanding throughout each period and to assist shareholders in evaluating a Fund's performance for the periods presented.

A-Class	Period Ended September 30, 2014^a			Year Ended March 31, 2014			Year Ended March 28, 2013			Year Ended March 31, 2012			Year Ended March 31, 2011			Year Ended March 31, 2010
Per Share Data
Net asset value, beginning of period	$	58.75		$	48.74		$	43.45		$	46.38		$	47.41		$	30.67
Income (loss) from investment operations:
Net investment income (loss)^b		.15			.39			.36			.30			.04			.02
Net gain (loss) on investments (realized and unrealized)		(1.05	)		10.23			5.08			(3.18	)		(.95	)		18.94
Total from investment operations		(.90	)		10.62			5.44			(2.88	)		(.91	)		18.96
Less distributions from:
Net investment income		—			(.61	)		(.15	)		(.05	)		(.12	)		(2.22	)
Total distributions		—			(.61	)		(.15	)		(.05	)		(.12	)		(2.22	)
Net asset value, end of period	$	57.85		$	58.75		$	48.74		$	43.45		$	46.38		$	47.41

Total Return^c		(1.53	%)		21.84	%		12.60	%		(6.19	%)		(1.89	%)		63.04	%
Ratios/Supplemental Data
Net assets, end of period (in thousands)	$	5,168		$	8,305		$	2,103		$	3,088		$	913		$	6,381
Ratios to average net assets:
Net investment income (loss)		0.53	%		0.71	%		0.88	%		0.73	%		0.09	%		0.06	%
Total expenses		1.61	%		1.62	%		1.59	%		1.61	%		1.64	%		1.63	%
Portfolio turnover rate		232	%		481	%		382	%		544	%		1,130	%		986	%

C-Class	Period Ended September 30, 2014^a			Year Ended March 31, 2014			Year Ended March 28, 2013			Year Ended March 31, 2012			Year Ended March 31, 2011			Year Ended March 31, 2010
Per Share Data
Net asset value, beginning of period	$	54.69		$	45.74		$	41.09		$	44.20		$	45.51		$	29.90
Income (loss) from investment operations:
Net investment income (loss)^b		(.06	)		(.05	)		.01			(.01	)		(.29	)		(.16	)
Net gain (loss) on investments (realized and unrealized)		(.99	)		9.61			4.79			(3.05	)		(.90	)		17.99
Total from investment operations		(1.05	)		9.56			4.80			(3.06	)		(1.19	)		17.83
Less distributions from:
Net investment income		—			(.61	)		(.15	)		(.05	)		(.12	)		(2.22	)
Total distributions		—			(.61	)		(.15	)		(.05	)		(.12	)		(2.22	)
Net asset value, end of period	$	53.64		$	54.69		$	45.74		$	41.09		$	44.20		$	45.51

Total Return^c		(1.92	%)		20.95	%		11.74	%		(6.88	%)		(2.58	%)		60.86	%
Ratios/Supplemental Data
Net assets, end of period (in thousands)	$	3,747		$	4,307		$	4,036		$	3,841		$	2,844		$	5,607
Ratios to average net assets:
Net investment income (loss)		(0.24	%)		(0.10	%)		0.02	%		(0.03	%)		(0.67	%)		(0.42	%)
Total expenses		2.37	%		2.37	%		2.35	%		2.35	%		2.38	%		2.38	%
Portfolio turnover rate		232	%		481	%		382	%		544	%		1,130	%		986	%

^a	Unaudited figures for the period ended September 30, 2014. Percentage amounts for the period, except total return and portfolio turnover rate, have been annualized.
^b	Net investment income (loss) per share was computed using average shares outstanding throughout the period.
^c	Total return does not reflect the impact of any applicable sales charges and has not been annualized.


16 \| THE RYDEX FUNDS SEMI-ANNUAL REPORT	SEE NOTES TO FINANCIAL STATEMENTS.

FUND PROFILE(Unaudited)

September 30, 2014

BASIC MATERIALS FUND

OBJECTIVE: Seeks to provide capital appreciation by investing in companies engaged in the mining, manufacture, or sale of basic materials, such as lumber, steel, iron, aluminum, concrete, chemicals and other basic building and manufacturing materials ("Basic Materials Companies").

Holdings Diversification (Market Exposure as % of Net Assets)

"Holdings Diversification (Market Exposure as % of Net Assets)" excludes any temporary cash investments.

Inception Dates:
Investor Class	April 1, 1998
Advisor Class	April 14, 1998
A-Class	September 1, 2004
C-Class	May 3, 2001

Ten Largest Holdings (% of Total Net Assets)
EI du Pont de Nemours & Co.	2.9%
Dow Chemical Co.	2.8%
Monsanto Co.	2.8%
LyondellBasell Industries N.V. — Class A	2.7%
Praxair, Inc.	2.2%
Ecolab, Inc.	2.1%
Freeport-McMoRan, Inc.	2.1%
Air Products & Chemicals, Inc.	1.9%
PPG Industries, Inc.	1.9%
Southern Copper Corp.	1.7%
Top Ten Total	23.1%

"Ten Largest Holdings" exclude any temporary cash or derivative investments.


	THE RYDEX FUNDS SEMI-ANNUAL REPORT \| 17

SCHEDULE OF INVESTMENTS (Unaudited)	September 30, 2014
BASIC MATERIALS FUND

	Shares		Value

COMMON STOCKS† - 98.9%

CHEMICALS-DIVERSIFIED - 16.2%
EI du Pont de Nemours & Co.		16,568	$	1,188,919
Dow Chemical Co.		21,818		1,144,136
LyondellBasell Industries N.V. — Class A		10,107		1,098,227
PPG Industries, Inc.		3,870		761,384
Westlake Chemical Corp.		5,600		484,904
Celanese Corp. — Class A		7,442		435,506
FMC Corp.		7,011		400,959
Huntsman Corp.		13,808		358,870
Rockwood Holdings, Inc.		4,371		334,163
Axiall Corp.		6,240		223,454
Olin Corp.		8,196		206,949
Total Chemicals-Diversified				6,637,471

CHEMICALS-SPECIALTY - 13.6%
Ecolab, Inc.		7,514		862,832
Sigma-Aldrich Corp.		5,029		683,994
Eastman Chemical Co.		6,279		507,908
Ashland, Inc.		3,962		412,444
International Flavors & Fragrances, Inc.		4,231		405,668
WR Grace & Co.*		4,075		370,581
Methanex Corp.		4,900		327,320
Albemarle Corp.		5,121		301,627
NewMarket Corp.		785		299,101
Cytec Industries, Inc.		5,636		266,526
Cabot Corp.		5,030		255,373
Sensient Technologies Corp.		4,390		229,817
Minerals Technologies, Inc.		3,535		218,145
Chemtura Corp.*		9,060		211,370
HB Fuller Co.		5,084		201,835
Total Chemicals-Specialty				5,554,541

GOLD MINING - 9.7%
Barrick Gold Corp.		37,858		554,999
Newmont Mining Corp.		21,395		493,155
Goldcorp, Inc.		18,886		434,945
Agnico Eagle Mines Ltd.		11,343		329,287
AngloGold Ashanti Ltd. ADR		27,378		328,536
Randgold Resources Ltd. ADR		4,782		323,215
Franco-Nevada Corp.		6,288		307,357
Yamana Gold, Inc.		50,666		303,996
Eldorado Gold Corp.		44,562		300,348
Royal Gold, Inc.		4,593		298,269
Cia de Minas Buenaventura SAA ADR		25,430		294,479
Total Gold Mining				3,968,586

AGRICULTURAL CHEMICALS - 7.6%
Monsanto Co.		10,093		1,135,563
Mosaic Co.		13,258		588,788
CF Industries Holdings, Inc.		1,954		545,596
Potash Corporation of Saskatchewan, Inc.		14,240		492,134
Agrium, Inc.		4,013		357,157
Total Agricultural Chemicals				3,119,238

STEEL-PRODUCERS - 6.7%
Nucor Corp.		10,787		585,517
ArcelorMittal1		24,624		337,103
Reliance Steel & Aluminum Co.		4,782		327,089
Steel Dynamics, Inc.		14,316		323,685
United States Steel Corp.		7,864		308,033
Gerdau S.A. ADR		60,790		291,792
Carpenter Technology Corp.		4,745		214,237
Commercial Metals Co.		11,629		198,507
AK Steel Holding Corp.*,1		18,163		145,486
Total Steel-Producers				2,731,449

CONTAINERS-PAPER/PLASTIC - 5.6%
Sealed Air Corp.		11,418		398,261
Rock-Tenn Co. — Class A		8,120		386,350
Packaging Corporation of America		5,870		374,623
Graphic Packaging Holding Co.*		23,830		296,207
Sonoco Products Co.		7,490		294,282
Bemis Company, Inc.		7,572		287,887
Berry Plastics Group, Inc.*		10,470		264,263
Total Containers-Paper/Plastic				2,301,873

INDUSTRIAL GASES - 5.1%
Praxair, Inc.		6,975		899,775
Air Products & Chemicals, Inc.		5,948		774,311
Airgas, Inc.		3,826		423,347
Total Industrial Gases				2,097,433

BUILDING PRODUCTS-CEMENT/AGGREGATES - 4.1%
Cemex SAB de CV ADR*		36,781		479,624
Martin Marietta Materials, Inc.		3,419		440,846
Vulcan Materials Co.		6,738		405,830
Eagle Materials, Inc.		3,241		330,031
Total Building Products-Cement/Aggregates				1,656,331

PAPER & RELATED PRODUCTS - 4.0%
International Paper Co.		14,131		674,614
MeadWestvaco Corp.		9,454		387,047
Domtar Corp.		9,223		324,004
KapStone Paper and Packaging Corp.*		8,439		236,039
Total Paper & Related Products				1,621,704

METAL-COPPER - 3.8%
Freeport-McMoRan, Inc.		25,753		840,835
Southern Copper Corp.		23,850		707,153
Total Metal-Copper				1,547,988

COATINGS/PAINT - 3.5%
Sherwin-Williams Co.		3,096		677,993
Valspar Corp.		4,775		377,177


18 \| THE RYDEX FUNDS SEMI-ANNUAL REPORT	SEE NOTES TO FINANCIAL STATEMENTS.

SCHEDULE OF INVESTMENTS (Unaudited)(continued)	September 30, 2014
BASIC MATERIALS FUND

	Shares		Value
RPM International, Inc.		7,901	$	361,708
Total Coatings/Paint				1,416,878

DIVERSIFIED MINERALS - 3.2%
BHP Billiton Ltd. ADR		7,305		430,118
Teck Resources Ltd. — Class B		16,453		310,797
BHP Billiton plc ADR		5,420		300,973
US Silica Holdings, Inc.		3,957		247,352
Total Diversified Minerals				1,289,240

CONTAINERS-METAL/GLASS - 2.7%
Ball Corp.		6,964		440,613
Crown Holdings, Inc.*		8,241		366,889
Owens-Illinois, Inc.*		11,883		309,552
Total Containers-Metal/Glass				1,117,054

METAL-ALUMINUM - 2.0%
Alcoa, Inc.		40,587		653,045
Kaiser Aluminum Corp.		2,220		169,208
Total Metal-Aluminum				822,253

METAL-IRON - 1.9%
Vale S.A. ADR1		57,137		629,078
Cliffs Natural Resources, Inc.1		14,525		150,770
Total Metal-Iron				779,848

METAL-DIVERSIFIED - 1.1%
Rio Tinto plc ADR1		9,505		467,456

SILVER MINING - 0.9%
Silver Wheaton Corp.		17,946		357,664

MISCELLANEOUS MANUFACTURING - 0.7%
AptarGroup, Inc.		4,894		297,066

OFFICE SUPPLIES & FORMS - 0.7%
Avery Dennison Corp.		6,647		296,789

CHEMICALS-PLASTICS - 0.7%
PolyOne Corp.		7,780		276,812

STEEL-SPECIALTY - 0.7%
Allegheny Technologies, Inc.		7,456		276,618

CONSUMER PRODUCTS-MISCELLANEOUS - 0.7%
Scotts Miracle-Gro Co. — Class A		4,910		270,050

QUARRYING - 0.6%
Compass Minerals International, Inc.		2,900		244,412

METAL PROCESSORS & FABRICATE - 0.6%
Worthington Industries, Inc.		6,202		230,838

STEEL PIPE & TUBE - 0.5%
TimkenSteel Corp.		4,460		207,345

CHEMICALS-FIBERS - 0.5%
Rayonier Advanced Materials, Inc.1		5,840		192,194

BUILDING & CONSTRUCTION PRODUCTS-MISCELLANEOUS - 0.5%
Louisiana-Pacific Corp.*		13,980		189,988

PLATINUM - 0.5%
Stillwater Mining Co.*		12,439		186,958

OIL FIELD MACHINERY & EQUIPMENT - 0.4%
Flotek Industries, Inc.*		6,603		172,140

COAL - 0.1%
Walter Energy, Inc.1		22,643		52,985

Total Common Stocks
(Cost $23,586,435)				40,381,202

EXCHANGE-TRADED FUNDS† - 0.5%
Market Vectors Junior Gold Miners ETF		5,639		189,583
Total Exchange-Traded Funds
(Cost $217,523)				189,583


	Face Amount

REPURCHASE AGREEMENTS††,2 - 0.8%
UMB Financial Corp. issued 09/30/14 at 0.00% due 10/01/14	$	143,722		143,722
HSBC Group issued 09/30/14 at 0.00% due 10/01/14		59,189		59,189
RBC Capital Markets issued 09/30/14 at (0.05)% due 10/01/14		59,189		59,189
Mizuho Financial Group, Inc. issued 09/30/14 at 0.01% due 10/01/14		59,189		59,189
Total Repurchase Agreements
(Cost $321,289)				321,289


SEE NOTES TO FINANCIAL STATEMENTS.	THE RYDEX FUNDS SEMI-ANNUAL REPORT \| 19

SCHEDULE OF INVESTMENTS (Unaudited)(concluded)	September 30, 2014
BASIC MATERIALS FUND

	Face Amount		Value

SECURITIES LENDING COLLATERAL††,3 - 2.8%
Repurchase Agreements
HSBC Securities, Inc. issued 09/30/14 at 0.00% due 10/01/14	$	973,818	$	973,818
BNP Paribas Securities Corp. issued 09/30/14 at 0.00% due 10/01/14		159,642		159,642
Total Securities Lending Collateral
(Cost $1,133,460)				1,133,460

Total Investments - 103.0%
(Cost $25,258,707)			$	42,025,534
Other Assets & Liabilities, net - (3.0)%				(1,211,310	)
Total Net Assets - 100.0%			$	40,814,224

*	Non-income producing security.
†	Value determined based on Level 1 inputs — See Note 4.
††	Value determined based on Level 2 inputs — See Note 4.
1	All or portion of this security is on loan at September 30, 2014 — See Note 6.
2	Repurchase Agreements — See Note 5.
3	Securities lending collateral — See Note 6.
	ADR — American Depositary Receipt
	plc — Public Limited Company


20 \| THE RYDEX FUNDS SEMI-ANNUAL REPORT	SEE NOTES TO FINANCIAL STATEMENTS.

BASIC MATERIALS FUND

STATEMENT OF ASSETS AND LIABILITIES(Unaudited)
September 30, 2014

Assets:
Investments, at value - including $1,278,930 of securities loaned (cost $23,803,958)	$	40,570,785
Repurchase agreements, at value (cost $1,454,749)		1,454,749
Total investments (cost $25,258,707)		42,025,534
Segregated cash with broker		185,740
Cash		1,162
Receivables:
Fund shares sold		49,281
Dividends		38,807
Securities lending income		1,801
Total assets		42,302,325

Liabilities:
Payable for:
Upon return of securities loaned		1,319,200
Fund shares redeemed		99,424
Management fees		28,096
Transfer agent and administrative fees		8,264
Distribution and service fees		7,433
Portfolio accounting fees		3,305
Miscellaneous		22,379
Total liabilities		1,488,101
Net assets	$	40,814,224

Net assets consist of:
Paid in capital	$	49,678,892
Undistributed net investment income		269,141
Accumulated net realized loss on investments		(25,900,636	)
Net unrealized appreciation on investments		16,766,827
Net assets	$	40,814,224

Investor Class:
Net assets	$	22,264,700
Capital shares outstanding		427,105
Net asset value per share	$	52.13

Advisor Class:
Net assets	$	4,018,346
Capital shares outstanding		83,460
Net asset value per share	$	48.15

A-Class:
Net assets	$	9,751,567
Capital shares outstanding		197,091
Net asset value per share	$	49.48
Maximum offering price per share (Net asset value divided by 95.25%)	$	51.95

C-Class:
Net assets	$	4,779,611
Capital shares outstanding		105,452
Net asset value per share	$	45.33

STATEMENT OF OPERATIONS(Unaudited)
Period Ended September 30, 2014

Investment Income:
Dividends (net of foreign withholding tax of $8,325)	$	441,928
Income from securities lending, net		17,784
Interest		17
Total investment income		459,729

Expenses:
Management fees		211,489
Transfer agent and administrative fees		62,202
Distribution and service fees:
Advisor Class		9,950
A-Class		13,817
C-Class		25,751
Portfolio accounting fees		24,881
Custodian fees		2,904
Trustees' fees*		2,102
Tax expense		1,493
Line of credit interest expense		34
Miscellaneous		35,747
Total expenses		390,370
Net investment income		69,359

Net Realized and Unrealized Gain (Loss):
Net realized gain (loss) on:
Investments		2,334,295
Net realized gain		2,334,295
Net change in unrealized appreciation (depreciation) on:
Investments		(2,203,230	)
Net change in unrealized appreciation (depreciation)		(2,203,230	)
Net realized and unrealized gain		131,065
Net increase in net assets resulting from operations	$	200,424

*	Relates to Trustees not deemed "interested persons" within the meaning of Section 2(a)(19) of the 1940 Act.


SEE NOTES TO FINANCIAL STATEMENTS.	THE RYDEX FUNDS SEMI-ANNUAL REPORT \| 21

BASIC MATERIALS FUND

STATEMENTS OF CHANGES IN NET ASSETS

	Period Ended September 30, 2014 (Unaudited)			Year Ended March 31, 2014
Increase (Decrease) in Net Assets from Operations:
Net investment income	$	69,359		$	217,641
Net realized gain on investments		2,334,295			6,023,395
Net change in unrealized appreciation (depreciation) on investments		(2,203,230	)		(5,738,840	)
Net increase in net assets resulting from operations		200,424			502,196

Distributions to shareholders from:
Net investment income
Investor Class		—			(196,131	)
Advisor Class		—			(14,384	)
A-Class		—			(54,137	)
C-Class		—			(34,529	)
Total distributions to shareholders		—			(299,181	)

Capital share transactions:
Proceeds from sale of shares
Investor Class		80,795,811			162,952,932
Advisor Class		35,502,779			8,129,722
A-Class		13,156,125			13,387,890
C-Class		13,585,856			22,384,921
Distributions reinvested
Investor Class		—			187,009
Advisor Class		—			13,713
A-Class		—			50,565
C-Class		—			31,129
Cost of shares redeemed
Investor Class		(92,523,085	)		(165,714,358	)
Advisor Class		(34,086,485	)		(9,087,918	)
A-Class		(16,812,954	)		(11,090,005	)
C-Class		(13,866,474	)		(23,983,376	)
Net decrease from capital share transactions		(14,248,427	)		(2,737,776	)
Net decrease in net assets		(14,048,003	)		(2,534,761	)

Net assets:
Beginning of period		54,862,227			57,396,988
End of period	$	40,814,224		$	54,862,227
Undistributed net investment income at end of period	$	269,141		$	199,782

Capital share activity:
Shares sold
Investor Class		1,502,387			3,283,583
Advisor Class		708,499			179,322
A-Class		255,595			276,591
C-Class		287,960			520,203
Shares issued from reinvestment of distributions
Investor Class		—			3,814
Advisor Class		—			302
A-Class		—			1,084
C-Class		—			724
Shares redeemed
Investor Class		(1,716,521	)		(3,367,228	)
Advisor Class		(680,088	)		(202,337	)
A-Class		(325,821	)		(243,630	)
C-Class		(294,689	)		(559,837	)
Net decrease in shares		(262,678	)		(107,409	)


22 \| THE RYDEX FUNDS SEMI-ANNUAL REPORT	SEE NOTES TO FINANCIAL STATEMENTS.

BASIC MATERIALS FUND

FINANCIAL HIGHLIGHTS

This table is presented to show selected data for a share outstanding throughout each period and to assist shareholders in evaluating a Fund's performance for the periods presented.

Investor Class	Period Ended September 30, 2014^a			Year Ended March 31, 2014			Year Ended March 28, 2013			Year Ended March 31, 2012			Year Ended March 31, 2011			Year Ended March 31, 2010
Per Share Data
Net asset value, beginning of period	$	52.53		$	49.94		$	49.80		$	56.36		$	44.65		$	27.43
Income (loss) from investment operations:
Net investment income (loss)^b		.13			.32			.46			.09			—	^c		.24
Net gain (loss) on investments (realized and unrealized)		(.53	)		2.58			(.15	)		(6.65	)		11.82			17.07
Total from investment operations		(.40	)		2.90			.31			(6.56	)		11.82			17.31
Less distributions from:
Net investment income		—			(.31	)		(.17	)		—			(.11	)		(.09	)
Total distributions		—			(.31	)		(.17	)		—			(.11	)		(.09	)
Net asset value, end of period	$	52.13		$	52.53		$	49.94		$	49.80		$	56.36		$	44.65

Total Return^d		(0.76	%)		5.84	%		0.65	%		(11.66	%)		26.50	%		63.12	%
Ratios/Supplemental Data
Net assets, end of period (in thousands)	$	22,265		$	33,687		$	36,012		$	36,847		$	73,606		$	44,582
Ratios to average net assets:
Net investment income (loss)		0.48	%		0.66	%		0.95	%		0.17	%		0.00	%		0.65	%
Total expenses^e		1.37	%		1.38	%		1.36	%		1.36	%		1.39	%		1.39	%
Portfolio turnover rate		169	%		349	%		251	%		217	%		292	%		455	%

Advisor Class	Period Ended September 30, 2014^a			Year Ended March 31, 2014			Year Ended March 28, 2013			Year Ended March 31, 2012			Year Ended March 31, 2011			Year Ended March 31, 2010
Per Share Data
Net asset value, beginning of period	$	48.64		$	46.50		$	46.61		$	53.00		$	42.20		$	26.06
Income (loss) from investment operations:
Net investment income (loss)^b		—	^c		.08			.19			.08			(.20	)		.03
Net gain (loss) on investments (realized and unrealized)		(.49	)		2.37			(.13	)		(6.47	)		11.11			16.20
Total from investment operations		(.49	)		2.45			.06			(6.39	)		10.91			16.23
Less distributions from:
Net investment income		—			(.31	)		(.17	)		—			(.11	)		(.09	)
Total distributions		—			(.31	)		(.17	)		—			(.11	)		(.09	)
Net asset value, end of period	$	48.15		$	48.64		$	46.50		$	46.61		$	53.00		$	42.20

Total Return^d		(1.01	%)		5.31	%		0.16	%		(12.08	%)		25.88	%		62.30	%
Ratios/Supplemental Data
Net assets, end of period (in thousands)	$	4,018		$	2,678		$	3,616		$	5,287		$	15,986		$	8,799
Ratios to average net assets:
Net investment income (loss)		0.02	%		0.18	%		0.43	%		0.17	%		(0.44	%)		0.07	%
Total expenses^e		1.87	%		1.88	%		1.86	%		1.86	%		1.89	%		1.89	%
Portfolio turnover rate		169	%		349	%		251	%		217	%		292	%		455	%


SEE NOTES TO FINANCIAL STATEMENTS.	THE RYDEX FUNDS SEMI-ANNUAL REPORT \| 23

BASIC MATERIALS FUND

FINANCIAL HIGHLIGHTS(concluded)

This table is presented to show selected data for a share outstanding throughout each period and to assist shareholders in evaluating a Fund's performance for the periods presented.

A-Class	Period Ended September 30, 2014^a			Year Ended March 31, 2014			Year Ended March 28, 2013			Year Ended March 31, 2012			Year Ended March 31, 2011			Year Ended March 31, 2010
Per Share Data
Net asset value, beginning of period	$	49.93		$	47.60		$	47.58		$	53.99		$	42.88		$	26.41
Income (loss) from investment operations:
Net investment income (loss)^b		.06			.22			.32			(.01	)		(.09	)		.15
Net gain (loss) on investments (realized and unrealized)		(.51	)		2.42			(.13	)		(6.40	)		11.31			16.41
Total from investment operations		(.45	)		2.64			.19			(6.41	)		11.22			16.56
Less distributions from:
Net investment income		—			(.31	)		(.17	)		—			(.11	)		(.09	)
Total distributions		—			(.31	)		(.17	)		—			(.11	)		(.09	)
Net asset value, end of period	$	49.48		$	49.93		$	47.60		$	47.58		$	53.99		$	42.88

Total Return^d		(0.90	%)		5.58	%		0.41	%		(11.87	%)		26.20	%		62.72	%
Ratios/Supplemental Data
Net assets, end of period (in thousands)	$	9,752		$	13,347		$	11,104		$	9,410		$	18,187		$	8,159
Ratios to average net assets:
Net investment income (loss)		0.22	%		0.47	%		0.69	%		(0.03	%)		(0.19	%)		0.40	%
Total expenses^e		1.62	%		1.63	%		1.61	%		1.61	%		1.64	%		1.65	%
Portfolio turnover rate		169	%		349	%		251	%		217	%		292	%		455	%

C-Class	Period Ended September 30, 2014^a			Year Ended March 31, 2014			Year Ended March 28, 2013			Year Ended March 31, 2012			Year Ended March 31, 2011			Year Ended March 31, 2010
Per Share Data
Net asset value, beginning of period	$	45.91		$	44.12		$	44.45		$	50.80		$	40.67		$	25.24
Income (loss) from investment operations:
Net investment income (loss)^b		(.13	)		(.15	)		(.03	)		(.33	)		(.40	)		(.13	)
Net gain (loss) on investments (realized and unrealized)		(.45	)		2.25			(.13	)		(6.02	)		10.64			15.65
Total from investment operations		(.58	)		2.10			(.16	)		(6.35	)		10.24			15.52
Less distributions from:
Net investment income		—			(.31	)		(.17	)		—			(.11	)		(.09	)
Total distributions		—			(.31	)		(.17	)		—			(.11	)		(.09	)
Net asset value, end of period	$	45.33		$	45.91		$	44.12		$	44.45		$	50.80		$	40.67

Total Return^d		(1.26	%)		4.80	%		(0.35	%)		(12.50	%)		25.21	%		61.51	%
Ratios/Supplemental Data
Net assets, end of period (in thousands)	$	4,780		$	5,150		$	6,666		$	8,317		$	13,353		$	9,125
Ratios to average net assets:
Net investment income (loss)		(0.53	%)		(0.34	%)		(0.07	%)		(0.73	%)		(0.93	%)		(0.37	%)
Total expenses^e		2.37	%		2.38	%		2.36	%		2.36	%		2.39	%		2.40	%
Portfolio turnover rate		169	%		349	%		251	%		217	%		292	%		455	%

^a	Unaudited figures for the period ended September 30, 2014. Percentage amounts for the period, except total return and portfolio turnover rate, have been annualized.
^b	Net investment income (loss) per share was computed using average shares outstanding throughout the period.
^c	Net investment income (loss) is less than $0.01 per share.
^d	Total return does not reflect the impact of any applicable sales charges and has not been annualized.
^e	Does not include expenses of the underlying funds in which the Fund invests.


24 \| THE RYDEX FUNDS SEMI-ANNUAL REPORT	SEE NOTES TO FINANCIAL STATEMENTS.

FUND PROFILE(Unaudited)

September 30, 2014

BIOTECHNOLOGY FUND

OBJECTIVE: Seeks to provide capital appreciation by investing in companies that are involved in the biotechnology industry, including companies involved in research and development, genetic or other biological engineering, and in the design, manufacture, or sale of related biotechnology products or services ("Biotechnology Companies").

Holdings Diversification (Market Exposure as % of Net Assets)

"Holdings Diversification (Market Exposure as % of Net Assets)" excludes any temporary cash investments.

Inception Dates:
Investor Class	April 1, 1998
Advisor Class	April 1, 1998
A-Class	September 1, 2004
C-Class	March 30, 2001

Ten Largest Holdings (% of Total Net Assets)
Gilead Sciences, Inc.	7.8%
Amgen, Inc.	6.2%
Biogen Idec, Inc.	5.3%
Celgene Corp.	5.3%
Regeneron Pharmaceuticals, Inc.	3.6%
Alexion Pharmaceuticals, Inc.	3.5%
Vertex Pharmaceuticals, Inc.	3.4%
Illumina, Inc.	2.7%
BioMarin Pharmaceutical, Inc.	2.0%
Incyte Corp.	1.8%
Top Ten Total	41.6%

"Ten Largest Holdings" exclude any temporary cash or derivative investments.


	THE RYDEX FUNDS SEMI-ANNUAL REPORT \| 25

SCHEDULE OF INVESTMENTS (Unaudited)	September 30, 2014
BIOTECHNOLOGY FUND

	Shares		Value

COMMON STOCKS† - 99.4%

MEDICAL-BIOMEDICAL/GENETICS - 76.2%
Gilead Sciences, Inc.*		311,392	$	33,147,677
Amgen, Inc.		187,854		26,385,973
Biogen Idec, Inc.*		68,901		22,793,140
Celgene Corp.*		239,521		22,701,800
Regeneron Pharmaceuticals, Inc.*		42,614		15,363,199
Alexion Pharmaceuticals, Inc.*		90,776		15,052,476
Vertex Pharmaceuticals, Inc.*		128,612		14,444,414
Illumina, Inc.*		70,523		11,560,130
BioMarin Pharmaceutical, Inc.*		119,774		8,642,892
Incyte Corp.*		153,269		7,517,844
Medivation, Inc.*		71,370		7,056,352
Puma Biotechnology, Inc.*		27,051		6,453,557
United Therapeutics Corp.*		48,542		6,244,928
Alnylam Pharmaceuticals, Inc.*		78,233		6,109,997
Cubist Pharmaceuticals, Inc.*		87,678		5,816,559
Intercept Pharmaceuticals, Inc.*		23,600		5,585,884
Isis Pharmaceuticals, Inc.*,1		138,247		5,368,131
Myriad Genetics, Inc.*,1		136,280		5,256,320
Seattle Genetics, Inc.*,1		141,144		5,247,734
NPS Pharmaceuticals, Inc.*		181,354		4,715,204
Bio-Rad Laboratories, Inc. — Class A*		40,380		4,579,092
Theravance Biopharma, Inc.*,1		186,900		4,308,045
Charles River Laboratories International, Inc.*		71,466		4,269,379
Synageva BioPharma Corp.*		60,180		4,139,180
Exact Sciences Corp.*,1		208,355		4,037,920
Theravance, Inc.1		212,464		3,631,010
Ultragenyx Pharmaceutical, Inc.*,1		62,500		3,537,500
Intrexon Corp.*,1		189,300		3,517,194
Acorda Therapeutics, Inc.*		98,258		3,328,981
Medicines Co.*		129,750		2,896,020
PDL BioPharma, Inc.1		377,673		2,821,217
Celldex Therapeutics, Inc.*		208,433		2,701,292
Arena Pharmaceuticals, Inc.*,1		622,637		2,608,849
AMAG Pharmaceuticals, Inc.*		81,400		2,597,474
Halozyme Therapeutics, Inc.*		283,665		2,581,352
Aegerion Pharmaceuticals, Inc.*		75,100		2,506,838
Novavax, Inc.*,1		599,455		2,499,727
ARIAD Pharmaceuticals, Inc.*,1		461,789		2,493,661
Ligand Pharmaceuticals, Inc. — Class B*		52,746		2,478,535
ImmunoGen, Inc.*,1		226,300		2,396,517
Achillion Pharmaceuticals, Inc.*		235,900		2,354,282
Emergent Biosolutions, Inc.*		106,400		2,267,384
KYTHERA Biopharmaceuticals, Inc.*		64,720		2,120,227
Sangamo BioSciences, Inc.*		193,360		2,085,388
BioCryst Pharmaceuticals, Inc.*		211,300		2,066,514
Insmed, Inc.*		157,230		2,051,852
Repligen Corp.*		103,000		2,050,730
Organovo Holdings, Inc.*,1		320,180		2,039,547
Inovio Pharmaceuticals, Inc.*,1		205,900		2,028,115
Momenta Pharmaceuticals, Inc.*		177,210		2,009,561
NewLink Genetics Corp.*,1		83,700		1,792,854
Endocyte, Inc.*,1		200,249		1,217,514
XOMA Corp.*		264,600		1,113,966
Acceleron Pharma, Inc.*		31,900		964,656
Exelixis, Inc.*,1		378,125		578,531
Total Medical-Biomedical/Genetics				326,135,115

MEDICAL-DRUGS - 12.6%
Quintiles Transnational Holdings, Inc.*		124,204		6,928,099
OPKO Health, Inc.*,1		662,840		5,640,768
Alkermes plc*		126,378		5,417,825
Grifols S.A. ADR		143,761		5,050,324
ACADIA Pharmaceuticals, Inc.*,1		157,728		3,905,345
Ironwood Pharmaceuticals, Inc. — Class A*		280,556		3,634,603
Receptos, Inc.*		52,300		3,248,353
Clovis Oncology, Inc.*,1		70,200		3,184,272
Insys Therapeutics, Inc.*,1		80,375		3,116,943
Ophthotech Corp.*,1		76,800		2,989,824
Keryx Biopharmaceuticals, Inc.*,1		216,465		2,976,394
TESARO, Inc.*		95,763		2,577,940
Raptor Pharmaceutical Corp.*,1		196,532		1,884,742
Orexigen Therapeutics, Inc.*,1		414,100		1,764,066
Vanda Pharmaceuticals, Inc.*,1		135,300		1,404,414
Total Medical-Drugs				53,723,912

THERAPEUTICS - 5.6%
Pharmacyclics, Inc.*		63,900		7,503,777
Agios Pharmaceuticals, Inc.*,1		68,804		4,221,125
MannKind Corp.*,1		708,100		4,184,871
Dyax Corp.*		291,620		2,951,194
Neurocrine Biosciences, Inc.*		178,865		2,802,815
Sarepta Therapeutics, Inc.*,1		111,031		2,342,754
Total Therapeutics				24,006,536

DIAGNOSTIC EQUIPMENT - 1.5%
Cepheid*		101,576		4,472,391
Affymetrix, Inc.*		234,445		1,870,871
Total Diagnostic Equipment				6,343,262

DIAGNOSTIC KITS - 1.2%
QIAGEN N.V.*		226,100		5,148,297

MEDICAL INSTRUMENTS - 1.1%
Techne Corp.		50,460		4,720,533

DRUG DELIVERY SYSTEMS - 0.7%
Nektar Therapeutics*		244,080		2,946,046

RESEARCH & DEVELOPMENT - 0.5%
Arrowhead Research Corp.*,1		150,281		2,219,650

Total Common Stocks
(Cost $235,023,289)				425,243,351


26 \| THE RYDEX FUNDS SEMI-ANNUAL REPORT	SEE NOTES TO FINANCIAL STATEMENTS.

SCHEDULE OF INVESTMENTS (Unaudited)(concluded)	September 30, 2014
BIOTECHNOLOGY FUND

	Shares		Value
RIGHTS††† - 0.0%
Chelsea Therapeutics International
Expires 12/31/171		263,700	$	21,096
Clinical Data, Inc.
Expires 12/31/20		24,000		—
Total Rights
(Cost $19,745)				21,096

	Face Amount

REPURCHASE AGREEMENTS††,2 - 0.4%
UMB Financial Corp. issued 09/30/14 at 0.00% due 10/01/14	$	691,440		691,440
HSBC Group issued 09/30/14 at 0.00% due 10/01/14		284,753		284,753
RBC Capital Markets issued 09/30/14 at (0.05)% due 10/01/14		284,753		284,753
Mizuho Financial Group, Inc. issued 09/30/14 at 0.01% due 10/01/14		284,753		284,753
Total Repurchase Agreements
(Cost $1,545,699)				1,545,699

SECURITIES LENDING COLLATERAL††,3 - 16.0%
Repurchase Agreements
HSBC Securities, Inc. issued 09/30/14 at 0.00% due 10/01/14	58,725,362	$	58,725,362
BNP Paribas Securities Corp. issued 09/30/14 at 0.00% due 10/01/14	9,627,108		9,627,108
Total Securities Lending Collateral
(Cost $68,352,470)			68,352,470

Total Investments - 115.8%
(Cost $304,941,203)		$	495,162,616
Other Assets & Liabilities, net - (15.8)%			(67,615,354	)
Total Net Assets - 100.0%		$	427,547,262

*	Non-income producing security.
†	Value determined based on Level 1 inputs — See Note 4.
††	Value determined based on Level 2 inputs — See Note 4.
†††	Value determined based on Level 3 inputs — See Note 4.
1	All or portion of this security is on loan at September 30, 2014 — See Note 6.
2	Repurchase Agreements — See Note 5.
3	Securities lending collateral — See Note 6.
	ADR — American Depositary Receipt
	plc — Public Limited Company


SEE NOTES TO FINANCIAL STATEMENTS.	THE RYDEX FUNDS SEMI-ANNUAL REPORT \| 27

BIOTECHNOLOGY FUND

STATEMENT OF ASSETS AND LIABILITIES(Unaudited)
September 30, 2014

Assets:
Investments, at value - including $74,951,920 of securities loaned (cost $235,043,034)	$	425,264,447
Repurchase agreements, at value (cost $69,898,169)		69,898,169
Total investments (cost $304,941,203)		495,162,616
Segregated cash with broker		11,200,911
Cash		7,189,100
Receivables:
Fund shares sold		1,074,067
Securities lending income		228,381
Total assets		514,855,075

Liabilities:
Payable for:
Upon return of securities loaned		79,553,381
Securities purchased		6,726,964
Fund shares redeemed		346,746
Management fees		308,897
Transfer agent and administrative fees		90,852
Distribution and service fees		47,079
Portfolio accounting fees		32,221
Miscellaneous		201,673
Total liabilities		87,307,813
Net assets	$	427,547,262

Net assets consist of:
Paid in capital	$	212,481,446
Accumulated net investment loss		(1,120,618	)
Accumulated net realized gain on investments		25,965,021
Net unrealized appreciation on investments		190,221,413
Net assets	$	427,547,262

Investor Class:
Net assets	$	309,385,646
Capital shares outstanding		4,041,571
Net asset value per share	$	76.55

Advisor Class:
Net assets	$	39,578,117
Capital shares outstanding		563,485
Net asset value per share	$	70.24

A-Class:
Net assets	$	53,595,648
Capital shares outstanding		745,225
Net asset value per share	$	71.92
Maximum offering price per share (Net asset value divided by 95.25%)	$	75.51

C-Class:
Net assets	$	24,987,851
Capital shares outstanding		373,759
Net asset value per share	$	66.86

STATEMENT OF OPERATIONS(Unaudited)
Period Ended September 30, 2014

Investment Income:
Income from securities lending, net	$	1,409,965
Dividends		456,423
Interest		111
Total investment income		1,866,499

Expenses:
Management fees		1,705,232
Transfer agent and administrative fees		501,537
Distribution and service fees:
Advisor Class		88,508
A-Class		58,965
C-Class		118,587
Portfolio accounting fees		181,797
Custodian fees		23,417
Trustees' fees*		16,259
Line of credit interest expense		1,811
Miscellaneous		291,004
Total expenses		2,987,117
Net investment loss		(1,120,618	)

Net Realized and Unrealized Gain (Loss):
Net realized gain (loss) on:
Investments		30,660,371
Net realized gain		30,660,371
Net change in unrealized appreciation (depreciation) on:
Investments		8,448,193
Net change in unrealized appreciation (depreciation)		8,448,193
Net realized and unrealized gain		39,108,564
Net increase in net assets resulting from operations	$	37,987,946

*	Relates to Trustees not deemed "interested persons" within the meaning of Section 2(a)(19) of the 1940 Act.


28 \| THE RYDEX FUNDS SEMI-ANNUAL REPORT	SEE NOTES TO FINANCIAL STATEMENTS.

BIOTECHNOLOGY FUND

STATEMENTS OF CHANGES IN NET ASSETS

	Period Ended September 30, 2014 (Unaudited)			Year Ended March 31, 2014
Increase (Decrease) in Net Assets from Operations:
Net investment loss	$	(1,120,618	)	$	(3,549,985	)
Net realized gain on investments		30,660,371			22,271,740
Net change in unrealized appreciation (depreciation) on investments		8,448,193			84,195,149
Net increase in net assets resulting from operations		37,987,946			102,916,904

Capital share transactions:
Proceeds from sale of shares
Investor Class		204,736,572			520,369,253
Advisor Class		71,623,015			128,608,371
A-Class		22,455,071			68,697,208
C-Class		14,133,435			39,913,128
Cost of shares redeemed
Investor Class		(236,623,673	)		(452,747,513	)
Advisor Class		(73,461,537	)		(123,757,687	)
A-Class		(24,540,309	)		(55,968,103	)
C-Class		(18,505,544	)		(32,688,163	)
Net increase (decrease) from capital share transactions		(40,182,970	)		92,426,494
Net increase (decrease) in net assets		(2,195,024	)		195,343,398

Net assets:
Beginning of period		429,742,286			234,398,888
End of period	$	427,547,262		$	429,742,286
Accumulated net investment loss at end of period	$	(1,120,618	)	$	—

Capital share activity:
Shares sold
Investor Class		2,838,414			8,519,648
Advisor Class		1,098,790			2,294,916
A-Class		332,185			1,179,822
C-Class		229,496			749,811
Shares redeemed
Investor Class		(3,373,022	)		(7,452,878	)
Advisor Class		(1,138,333	)		(2,188,643	)
A-Class		(383,007	)		(955,296	)
C-Class		(307,831	)		(612,767	)
Net increase (decrease) in shares		(703,308	)		1,534,613


SEE NOTES TO FINANCIAL STATEMENTS.	THE RYDEX FUNDS SEMI-ANNUAL REPORT \| 29

BIOTECHNOLOGY FUND

FINANCIAL HIGHLIGHTS

This table is presented to show selected data for a share outstanding throughout each period and to assist shareholders in evaluating a Fund's performance for the periods presented.

Investor Class	Period Ended September 30, 2014^a			Year Ended March 31, 2014			Year Ended March 28, 2013			Year Ended March 31, 2012			Year Ended March 31, 2011			Year Ended March 31, 2010
Per Share Data
Net asset value, beginning of period	$	68.47		$	48.97		$	36.90		$	29.16		$	27.34		$	19.37
Income (loss) from investment operations:
Net investment income (loss)^b		(.15	)		(.51	)		(.40	)		(.34	)		(.33	)		(.21	)
Net gain (loss) on investments (realized and unrealized)		8.23			20.01			12.47			8.08			2.15			8.18
Total from investment operations		8.08			19.50			12.07			7.74			1.82			7.97
Net asset value, end of period	$	76.55		$	68.47		$	48.97		$	36.90		$	29.16		$	27.34

Total Return^c		11.80	%		39.82	%		32.71	%		26.54	%		6.66	%		41.15	%
Ratios/Supplemental Data
Net assets, end of period (in thousands)	$	309,386		$	313,324		$	171,844		$	89,027		$	44,686		$	147,631
Ratios to average net assets:
Net investment income (loss)		(0.43	%)		(0.82	%)		(0.98	%)		(1.09	%)		(1.26	%)		(0.90	%)
Total expenses		1.36	%		1.36	%		1.35	%		1.36	%		1.39	%		1.39	%
Portfolio turnover rate		48	%		119	%		197	%		333	%		337	%		316	%

Advisor Class	Period Ended September 30, 2014^a			Year Ended March 31, 2014			Year Ended March 28, 2013			Year Ended March 31, 2012			Year Ended March 31, 2011			Year Ended March 31, 2010
Per Share Data
Net asset value, beginning of period	$	62.98		$	45.27		$	34.27		$	27.22		$	25.66		$	18.27
Income (loss) from investment operations:
Net investment income (loss)^b		(.30	)		(.74	)		(.56	)		(.48	)		(.43	)		(.30	)
Net gain (loss) on investments (realized and unrealized)		7.56			18.45			11.56			7.53			1.99			7.69
Total from investment operations		7.26			17.71			11.00			7.05			1.56			7.39
Net asset value, end of period	$	70.24		$	62.98		$	45.27		$	34.27		$	27.22		$	25.66

Total Return^c		11.53	%		39.12	%		32.10	%		25.90	%		6.08	%		40.45	%
Ratios/Supplemental Data
Net assets, end of period (in thousands)	$	39,578		$	37,978		$	22,486		$	8,313		$	7,410		$	9,144
Ratios to average net assets:
Net investment income (loss)		(0.93	%)		(1.32	%)		(1.46	%)		(1.65	%)		(1.77	%)		(1.38	%)
Total expenses		1.86	%		1.86	%		1.86	%		1.87	%		1.89	%		1.89	%
Portfolio turnover rate		48	%		119	%		197	%		333	%		337	%		316	%


30 \| THE RYDEX FUNDS SEMI-ANNUAL REPORT	SEE NOTES TO FINANCIAL STATEMENTS.

BIOTECHNOLOGY FUND

FINANCIAL HIGHLIGHTS(concluded)

This table is presented to show selected data for a share outstanding throughout each period and to assist shareholders in evaluating a Fund's performance for the periods presented.

A-Class	Period Ended September 30, 2014^a			Year Ended March 31, 2014			Year Ended March 28, 2013			Year Ended March 31, 2012			Year Ended March 31, 2011			Year Ended March 31, 2010
Per Share Data
Net asset value, beginning of period	$	64.41		$	46.18		$	34.88		$	27.64		$	25.98		$	18.45
Income (loss) from investment operations:
Net investment income (loss)^b		(.23	)		(.62	)		(.48	)		(.37	)		(.37	)		(.25	)
Net gain (loss) on investments (realized and unrealized)		7.74			18.85			11.78			7.61			2.03			7.78
Total from investment operations		7.51			18.23			11.30			7.24			1.66			7.53
Net asset value, end of period	$	71.92		$	64.41		$	46.18		$	34.88		$	27.64		$	25.98

Total Return^c		11.66	%		39.48	%		32.40	%		26.19	%		6.39	%		40.81	%
Ratios/Supplemental Data
Net assets, end of period (in thousands)	$	53,596		$	51,270		$	26,391		$	4,741		$	2,211		$	2,869
Ratios to average net assets:
Net investment income (loss)		(0.68	%)		(1.07	%)		(1.21	%)		(1.30	%)		(1.51	%)		(1.12	%)
Total expenses		1.61	%		1.61	%		1.61	%		1.61	%		1.64	%		1.64	%
Portfolio turnover rate		48	%		119	%		197	%		333	%		337	%		316	%

C-Class	Period Ended September 30, 2014^a			Year Ended March 31, 2014			Year Ended March 28, 2013			Year Ended March 31, 2012			Year Ended March 31, 2011			Year Ended March 31, 2010
Per Share Data
Net asset value, beginning of period	$	60.10		$	43.41		$	33.04		$	26.38		$	24.96		$	17.87
Income (loss) from investment operations:
Net investment income (loss)^b		(.44	)		(.99	)		(.73	)		(.58	)		(.54	)		(.38	)
Net gain (loss) on investments (realized and unrealized)		7.20			17.68			11.10			7.24			1.96			7.47
Total from investment operations		6.76			16.69			10.37			6.66			1.42			7.09
Net asset value, end of period	$	66.86		$	60.10		$	43.41		$	33.04		$	26.38		$	24.96

Total Return^c		11.25	%		38.45	%		31.39	%		25.25	%		5.65	%		39.68	%
Ratios/Supplemental Data
Net assets, end of period (in thousands)	$	24,988		$	27,170		$	13,677		$	6,969		$	3,393		$	4,705
Ratios to average net assets:
Net investment income (loss)		(1.42	%)		(1.82	%)		(1.96	%)		(2.06	%)		(2.27	%)		(1.78	%)
Total expenses		2.36	%		2.36	%		2.36	%		2.36	%		2.39	%		2.39	%
Portfolio turnover rate		48	%		119	%		197	%		333	%		337	%		316	%

^a	Unaudited figures for the period ended September 30, 2014. Percentage amounts for the period, except total return and portfolio turnover rate, have been annualized.
^b	Net investment income (loss) per share was computed using average shares outstanding throughout the period.
^c	Total return does not reflect the impact of any applicable sales charges and has not been annualized.


SEE NOTES TO FINANCIAL STATEMENTS.	THE RYDEX FUNDS SEMI-ANNUAL REPORT \| 31

FUND PROFILE(Unaudited)

September 30, 2014

CONSUMER PRODUCTS FUND

OBJECTIVE: Seeks to provide capital appreciation by investing in companies engaged in manufacturing finished goods and services both domestically and internationally ("Consumer Products Companies").

Holdings Diversification (Market Exposure as % of Net Assets)

"Holdings Diversification (Market Exposure as % of Net Assets)" excludes any temporary cash investments.

Inception Dates:
Investor Class	July 6, 1998
Advisor Class	August 17, 1998
A-Class	September 1, 2004
C-Class	July 24, 2001

Ten Largest Holdings (% of Total Net Assets)
Procter & Gamble Co.	5.4%
Coca-Cola Co.	5.0%
PepsiCo, Inc.	4.3%
Philip Morris International, Inc.	4.1%
Altria Group, Inc.	3.5%
Colgate-Palmolive Co.	2.8%
Mondelez International, Inc. — Class A	2.7%
Kimberly-Clark Corp.	2.3%
Kraft Foods Group, Inc.	2.1%
Reynolds American, Inc.	2.1%
Top Ten Total	34.3%

"Ten Largest Holdings" exclude any temporary cash or derivative investments.


32 \| THE RYDEX FUNDS SEMI-ANNUAL REPORT

SCHEDULE OF INVESTMENTS (Unaudited)	September 30, 2014
CONSUMER PRODUCTS FUND

	Shares		Value

COMMON STOCKS† - 99.1%

FOOD-MISCELLANEOUS/DIVERSIFIED - 15.7%
Mondelez International, Inc. — Class A		186,726	$	6,398,166
Kraft Foods Group, Inc.		87,900		4,957,560
General Mills, Inc.		96,037		4,845,067
Kellogg Co.		65,720		4,048,352
ConAgra Foods, Inc.		99,582		3,290,189
Campbell Soup Co.		73,717		3,149,927
McCormick & Company, Inc.		37,639		2,518,049
Ingredion, Inc.		26,374		1,998,885
Hain Celestial Group, Inc.*		18,980		1,942,603
Pinnacle Foods, Inc.		51,600		1,684,740
Lancaster Colony Corp.		15,200		1,296,256
B&G Foods, Inc.		37,200		1,024,860
Total Food-Miscellaneous/Diversified				37,154,654

BEVERAGES-NON-ALCOHOLIC - 14.2%
Coca-Cola Co.		278,926		11,898,983
PepsiCo, Inc.		108,437		10,094,400
Monster Beverage Corp.*		36,753		3,369,148
Dr Pepper Snapple Group, Inc.		47,401		3,048,358
Coca-Cola Enterprises, Inc.		62,494		2,772,234
Fomento Economico Mexicano SAB de CV ADR		23,593		2,171,736
Total Beverages-Non-alcoholic				33,354,859

TOBACCO - 13.0%
Philip Morris International, Inc.		116,097		9,682,490
Altria Group, Inc.		178,500		8,200,290
Reynolds American, Inc.		83,333		4,916,647
Lorillard, Inc.		66,831		4,003,845
British American Tobacco plc ADR		16,700		1,888,436
Vector Group Ltd.1		58,300		1,293,094
Universal Corp.		20,700		918,873
Total Tobacco				30,903,675

COSMETICS & TOILETRIES - 12.7%
Procter & Gamble Co.		153,560		12,859,134
Colgate-Palmolive Co.		101,249		6,603,460
Estee Lauder Companies, Inc. — Class A		61,556		4,599,464
Unilever N.V. — Class Y		53,341		2,116,571
Coty, Inc. — Class A		121,600		2,012,480
Avon Products, Inc.		156,646		1,973,740
Total Cosmetics & Toiletries				30,164,849

FOOD-RETAIL - 5.9%
Kroger Co.		82,887		4,310,124
Whole Foods Market, Inc.		80,742		3,077,078
Safeway, Inc.		70,565		2,420,380
Sprouts Farmers Market, Inc.*		60,300		1,752,921
SUPERVALU, Inc.*		139,232		1,244,734
Fresh Market, Inc.*		31,320		1,094,008
Total Food-Retail				13,899,245

CONSUMER PRODUCTS-MISCELLANEOUS - 4.4%
Kimberly-Clark Corp.		50,822	$	5,466,922
Clorox Co.		32,467		3,118,131
Spectrum Brands Holdings, Inc.		21,100		1,910,183
Total Consumer Products-Miscellaneous				10,495,236

BREWERY - 4.3%
Molson Coors Brewing Co. — Class B		40,724		3,031,495
AMBEV S.A. ADR		444,000		2,908,200
Anheuser-Busch InBev N.V. ADR		24,412		2,706,070
Boston Beer Company, Inc. — Class A*,1		6,400		1,419,264
Total Brewery				10,065,029

BEVERAGES-WINE/SPIRITS - 4.0%
Brown-Forman Corp. — Class B		41,020		3,700,824
Constellation Brands, Inc. — Class A*		40,144		3,498,951
Diageo plc ADR		20,640		2,381,856
Total Beverages-Wine/Spirits				9,581,631

AGRICULTURAL OPERATIONS - 3.8%
Archer-Daniels-Midland Co.		95,903		4,900,643
Bunge Ltd.		35,196		2,964,559
Andersons, Inc.		17,700		1,112,976
Total Agricultural Operations				8,978,178

FOOD-MEAT PRODUCTS - 3.6%
Tyson Foods, Inc. — Class A		82,195		3,236,017
Hormel Foods Corp.		61,786		3,175,183
BRF S.A. ADR		88,780		2,112,076
Total Food-Meat Products				8,523,276

FOOD-CONFECTIONERY - 2.8%
Hershey Co.		41,592		3,969,124
JM Smucker Co.		27,531		2,725,294
Total Food-Confectionery				6,694,418

FOOD-WHOLESALE/DISTRIBUTION - 2.3%
Sysco Corp.		106,705		4,049,455
United Natural Foods, Inc.*		24,030		1,476,884
Total Food-Wholesale/Distribution				5,526,339

VITAMINS & NUTRITION PRODUCTS - 2.3%
Mead Johnson Nutrition Co. — Class A		38,949		3,747,672
Herbalife Ltd.1		38,914		1,702,488
Total Vitamins & Nutrition Products				5,450,160

COFFEE - 1.6%
Keurig Green Mountain, Inc.		29,374		3,822,439

POULTRY - 1.5%
Pilgrim's Pride Corp.*		77,100		2,356,176
Sanderson Farms, Inc.		13,800		1,213,710
Total Poultry				3,569,886


SEE NOTES TO FINANCIAL STATEMENTS.	THE RYDEX FUNDS SEMI-ANNUAL REPORT \| 33

SCHEDULE OF INVESTMENTS (Unaudited)(concluded)	September 30, 2014
CONSUMER PRODUCTS FUND

	Shares		Value
FOOD-DAIRY PRODUCTS - 1.3%
WhiteWave Foods Co. — Class A*		59,600	$	2,165,268
Dean Foods Co.		68,640		909,480
Total Food-Dairy Products				3,074,748

SOAP & CLEANING PREPARATION - 1.1%
Church & Dwight Company, Inc.		37,266		2,614,583

BATTERIES/BATTERY SYSTEMS - 1.0%
Energizer Holdings, Inc.		19,065		2,348,998

FOOD-BAKING - 0.7%
Flowers Foods, Inc.		90,392		1,659,597

FOOD-CANNED - 0.7%
TreeHouse Foods, Inc.*		19,701		1,585,931

ALTERNATIVE WASTE TECHNOLOGY - 0.6%
Darling Ingredients, Inc.*		81,368		1,490,662

RETAIL-CONVENIENCE STORE - 0.6%
Casey's General Stores, Inc.		19,623		1,406,969

MULTILEVEL DIRECT SELLING - 0.6%
Nu Skin Enterprises, Inc. — Class A		30,930		1,392,778

FOOD-FLOUR & GRAIN - 0.4%
Post Holdings, Inc.*		31,000		1,028,580

Total Common Stocks
(Cost $172,938,916)				234,786,720

	Face Amount		Value

REPURCHASE AGREEMENTS††,2 - 0.4%
UMB Financial Corp. issued 09/30/14 at 0.00% due 10/01/14	$	403,527	$	403,527
Mizuho Financial Group, Inc. issued 09/30/14 at 0.01% due 10/01/14		166,183		166,183
HSBC Group issued 09/30/14 at 0.00% due 10/01/14		166,183		166,183
RBC Capital Markets issued 09/30/14 at (0.05)% due 10/01/14		166,183		166,183
Total Repurchase Agreements
(Cost $902,076)				902,076

SECURITIES LENDING COLLATERAL††,3 - 1.2%
Repurchase Agreements
HSBC Securities, Inc. issued 09/30/14 at 0.00% due 10/01/14		2,511,434		2,511,434
BNP Paribas Securities Corp. issued 09/30/14 at 0.00% due 10/01/14		411,710		411,710
Total Securities Lending Collateral
(Cost $2,923,144)				2,923,144

Total Investments - 100.7%
(Cost $176,764,136)			$	238,611,940
Other Assets & Liabilities, net - (0.7)%				(1,638,878	)
Total Net Assets - 100.0%			$	236,973,062

*	Non-income producing security.
†	Value determined based on Level 1 inputs — See Note 4.
††	Value determined based on Level 2 inputs — See Note 4.
1	All or portion of this security is on loan at September 30, 2014 — See Note 6.
2	Repurchase Agreements — See Note 5.
3	Securities lending collateral — See Note 6.
	ADR — American Depositary Receipt
	plc — Public Limited Company


34 \| THE RYDEX FUNDS SEMI-ANNUAL REPORT	SEE NOTES TO FINANCIAL STATEMENTS.

CONSUMER PRODUCTS FUND

STATEMENT OF ASSETS AND LIABILITIES(Unaudited)
September 30, 2014

Assets:
Investments, at value - including $3,338,207 of securities loaned (cost $172,938,916)	$	234,786,720
Repurchase agreements, at value (cost $3,825,220)		3,825,220
Total investments (cost $176,764,136)		238,611,940
Segregated cash with broker		479,015
Receivables:
Fund shares sold		2,374,044
Dividends		597,918
Foreign taxes reclaim		6,248
Securities lending income		2,479
Total assets		242,071,644

Liabilities:
Payable for:
Upon return of securities loaned		3,402,159
Securities purchased		1,128,772
Fund shares redeemed		218,336
Management fees		152,710
Transfer agent and administrative fees		44,915
Distribution and service fees		33,204
Portfolio accounting fees		17,966
Miscellaneous		100,520
Total liabilities		5,098,582
Net assets	$	236,973,062

Net assets consist of:
Paid in capital	$	181,263,908
Undistributed net investment income		2,289,934
Accumulated net realized loss on investments		(8,428,584	)
Net unrealized appreciation on investments		61,847,804
Net assets	$	236,973,062

Investor Class:
Net assets	$	148,401,167
Capital shares outstanding		2,709,803
Net asset value per share	$	54.76

Advisor Class:
Net assets	$	45,567,675
Capital shares outstanding		916,822
Net asset value per share	$	49.70

A-Class:
Net assets	$	27,701,113
Capital shares outstanding		540,659
Net asset value per share	$	51.24
Maximum offering price per share (Net asset value divided by 95.25%)	$	53.80

C-Class:
Net assets	$	15,303,107
Capital shares outstanding		330,235
Net asset value per share	$	46.34

STATEMENT OF OPERATIONS (Unaudited)
Period Ended September 30, 2014

Investment Income:
Dividends (net of foreign withholding tax of $7,049)	$	2,444,384
Income from securities lending, net		11,697
Interest		60
Total investment income		2,456,141

Expenses:
Management fees		875,728
Transfer agent and administrative fees		257,566
Distribution and service fees:
Advisor Class		86,073
A-Class		29,961
C-Class		74,430
Portfolio accounting fees		103,025
Tax expense		14,930
Custodian fees		12,034
Trustees' fees*		7,548
Line of credit interest expense		112
Miscellaneous		150,247
Total expenses		1,611,654
Net investment income		844,487

Net Realized and Unrealized Gain (Loss):
Net realized gain (loss) on:
Investments		1,525,199
Net realized gain		1,525,199
Net change in unrealized appreciation (depreciation) on:
Investments		7,162,242
Net change in unrealized appreciation (depreciation)		7,162,242
Net realized and unrealized gain		8,687,441
Net increase in net assets resulting from operations	$	9,531,928

*	Relates to Trustees not deemed "interested persons" within the meaning of Section 2(a)(19) of the 1940 Act.


SEE NOTES TO FINANCIAL STATEMENTS.	THE RYDEX FUNDS SEMI-ANNUAL REPORT \| 35

CONSUMER PRODUCTS FUND

STATEMENTS OF CHANGES IN NET ASSETS

	Period Ended September 30, 2014 (Unaudited)			Year Ended March 31, 2014
Increase (Decrease) in Net Assets from Operations:
Net investment income	$	844,487		$	1,430,602
Net realized gain on investments		1,525,199			16,541,099
Net change in unrealized appreciation (depreciation) on investments		7,162,242			2,525,092
Net increase in net assets resulting from operations		9,531,928			20,496,793

Distributions to shareholders from:
Net investment income
Investor Class		—			(1,145,002	)
Advisor Class		—			(232,317	)
A-Class		—			(203,982	)
C-Class		—			(138,802	)
Net realized gains
Investor Class		—			(3,773,580	)
Advisor Class		—			(765,646	)
A-Class		—			(672,262	)
C-Class		—			(457,448	)
Total distributions to shareholders		—			(7,389,039	)

Capital share transactions:
Proceeds from sale of shares
Investor Class		99,579,960			198,150,046
Advisor Class		87,450,994			38,899,657
A-Class		10,767,411			21,016,640
C-Class		10,922,178			27,537,280
Distributions reinvested
Investor Class		—			4,792,637
Advisor Class		—			995,811
A-Class		—			697,114
C-Class		—			581,614
Cost of shares redeemed
Investor Class		(59,411,218	)		(291,984,030	)
Advisor Class		(70,687,401	)		(24,065,444	)
A-Class		(9,835,755	)		(19,454,898	)
C-Class		(10,401,298	)		(26,613,638	)
Net increase (decrease) from capital share transactions		58,384,871			(69,447,211	)
Net increase (decrease) in net assets		67,916,799			(56,339,457	)

Net assets:
Beginning of period		169,056,263			225,395,720
End of period	$	236,973,062		$	169,056,263
Undistributed net investment income at end of period	$	2,289,934		$	1,445,447

Capital share activity:
Shares sold
Investor Class		1,845,895			3,954,307
Advisor Class		1,778,326			847,688
A-Class		212,756			446,742
C-Class		238,323			642,147
Shares issued from reinvestment of distributions
Investor Class		—			94,753
Advisor Class		—			21,601
A-Class		—			14,701
C-Class		—			13,476
Shares redeemed
Investor Class		(1,098,972	)		(5,892,976	)
Advisor Class		(1,434,705	)		(527,437	)
A-Class		(195,533	)		(418,104	)
C-Class		(227,004	)		(619,832	)
Net increase (decrease) in shares		1,119,086			(1,422,934	)


36 \| THE RYDEX FUNDS SEMI-ANNUAL REPORT	SEE NOTES TO FINANCIAL STATEMENTS.

CONSUMER PRODUCTS FUND

FINANCIAL HIGHLIGHTS

This table is presented to show selected data for a share outstanding throughout each period and to assist shareholders in evaluating a Fund's performance for the periods presented.

Investor Class	Period Ended September 30, 2014^a			Year Ended March 31, 2014			Year Ended March 28, 2013			Year Ended March 31, 2012			Year Ended March 31, 2011			Year Ended March 31, 2010
Per Share Data
Net asset value, beginning of period	$	52.08		$	47.79		$	40.19		$	36.37		$	37.83		$	26.39
Income (loss) from investment operations:
Net investment income (loss)^b		.27			.46			.57			.49			.69			.50
Net gain (loss) on investments (realized and unrealized)		2.41			5.81			7.14			4.82			4.40			11.04
Total from investment operations		2.68			6.27			7.71			5.31			5.09			11.54
Less distributions from:
Net investment income		—			(.46	)		(.11	)		(.57	)		(.82	)		(.10	)
Net realized gains		—			(1.52	)		—			(.92	)		(5.73	)		—
Total distributions		—			(1.98	)		(.11	)		(1.49	)		(6.55	)		(.10	)
Net asset value, end of period	$	54.76		$	52.08		$	47.79		$	40.19		$	36.37		$	37.83

Total Return^d		5.15	%		13.24	%		19.26	%		15.06	%		14.81	%		43.75	%
Ratios/Supplemental Data
Net assets, end of period (in thousands)	$	148,401		$	102,231		$	181,945		$	155,432		$	57,876		$	182,915
Ratios to average net assets:
Net investment income (loss)		1.01	%		0.91	%		1.38	%		1.29	%		1.84	%		1.46	%
Total expenses		1.38	%		1.37	%		1.35	%		1.35	%		1.38	%		1.37	%
Portfolio turnover rate		47	%		112	%		230	%		402	%		400	%		200	%

Advisor Class	Period Ended September 30, 2014^a			Year Ended March 31, 2014			Year Ended March 28, 2013			Year Ended March 31, 2012			Year Ended March 31, 2011			Year Ended March 31, 2010
Per Share Data
Net asset value, beginning of period	$	47.39		$	43.87		$	37.08		$	33.84		$	35.77		$	25.09
Income (loss) from investment operations:
Net investment income (loss)^b		.13			.24			.35			.24			.62			.35
Net gain (loss) on investments (realized and unrealized)		2.18			5.26			6.55			4.49			4.00			10.43
Total from investment operations		2.31			5.50			6.90			4.73			4.62			10.78
Less distributions from:
Net investment income		—			(.46	)		(.11	)		(.57	)		(.82	)		(.10	)
Net realized gains		—			(1.52	)		—			(.92	)		(5.73	)		—
Total distributions		—			(1.98	)		(.11	)		(1.49	)		(6.55	)		(.10	)
Net asset value, end of period	$	49.70		$	47.39		$	43.87		$	37.08		$	33.84		$	35.77

Total Return^d		4.87	%		12.66	%		18.66	%		14.49	%		14.32	%		42.99	%
Ratios/Supplemental Data
Net assets, end of period (in thousands)	$	45,568		$	27,162		$	10,148		$	16,975		$	3,475		$	5,824
Ratios to average net assets:
Net investment income (loss)		0.53	%		0.51	%		0.93	%		0.68	%		1.78	%		1.17	%
Total expenses		1.88	%		1.87	%		1.85	%		1.84	%		1.88	%		1.88	%
Portfolio turnover rate		47	%		112	%		230	%		402	%		400	%		200	%


SEE NOTES TO FINANCIAL STATEMENTS.	THE RYDEX FUNDS SEMI-ANNUAL REPORT \| 37

CONSUMER PRODUCTS FUND

FINANCIAL HIGHLIGHTS(concluded)

This table is presented to show selected data for a share outstanding throughout each period and to assist shareholders in evaluating a Fund's performance for the periods presented.

A-Class	Period Ended September 30, 2014^a			Year Ended March 31, 2014			Year Ended March 28, 2013			Year Ended March 31, 2012			Year Ended March 31, 2011			Year Ended March 31, 2010
Per Share Data
Net asset value, beginning of period	$	48.79		$	45.00		$	37.93		$	34.49		$	36.26		$	25.37
Income (loss) from investment operations:
Net investment income (loss)^b		.18			.33			.44			.40			.41			.55
Net gain (loss) on investments (realized and unrealized)		2.27			5.44			6.74			4.53			4.37			10.44
Total from investment operations		2.45			5.77			7.18			4.93			4.78			10.99
Less distributions from:
Net investment income		—			(.46	)		(.11	)		(.57	)		(.82	)		(.10	)
Net realized gains		—			(1.52	)		—			(.92	)		(5.73	)		—
Total distributions		—			(1.98	)		(.11	)		(1.49	)		(6.55	)		(.10	)
Net asset value, end of period	$	51.24		$	48.79		$	45.00		$	37.93		$	34.49		$	36.26

Total Return^d		5.02	%		12.95	%		18.98	%		14.80	%		14.58	%		43.34	%
Ratios/Supplemental Data
Net assets, end of period (in thousands)	$	27,701		$	25,538		$	21,604		$	21,021		$	5,033		$	21,277
Ratios to average net assets:
Net investment income (loss)		0.70	%		0.70	%		1.12	%		1.11	%		1.14	%		1.72	%
Total expenses		1.63	%		1.62	%		1.60	%		1.60	%		1.63	%		1.63	%
Portfolio turnover rate		47	%		112	%		230	%		402	%		400	%		200	%

C-Class	Period Ended September 30, 2014^a			Year Ended March 31, 2014			Year Ended March 28, 2013			Year Ended March 31, 2012			Year Ended March 31, 2011			Year Ended March 31, 2010
Per Share Data
Net asset value, beginning of period	$	44.29		$	41.32		$	35.11		$	32.28		$	34.57		$	24.36
Income (loss) from investment operations:
Net investment income (loss)^b		(—	)^c		(.01	)		.13			.12			.30			.24
Net gain (loss) on investments (realized and unrealized)		2.05			4.96			6.19			4.20			3.96			10.07
Total from investment operations		2.05			4.95			6.32			4.32			4.26			10.31
Less distributions from:
Net investment income		—			(.46	)		(.11	)		(.57	)		(.82	)		(.10	)
Net realized gains		—			(1.52	)		—			(.92	)		(5.73	)		—
Total distributions		—			(1.98	)		(.11	)		(1.49	)		(6.55	)		(.10	)
Net asset value, end of period	$	46.34		$	44.29		$	41.32		$	35.11		$	32.28		$	34.57

Total Return^d		4.63	%		12.11	%		18.06	%		13.91	%		13.78	%		42.35	%
Ratios/Supplemental Data
Net assets, end of period (in thousands)	$	15,303		$	14,125		$	11,699		$	9,712		$	3,484		$	4,194
Ratios to average net assets:
Net investment income (loss)		(0.02	%)		(0.02	%)		0.37	%		0.36	%		0.90	%		0.77	%
Total expenses		2.38	%		2.37	%		2.35	%		2.35	%		2.38	%		2.38	%
Portfolio turnover rate		47	%		112	%		230	%		402	%		400	%		200	%

^a	Unaudited figures for the period ended September 30, 2014. Percentage amounts for the period, except total return and portfolio turnover rate, have been annualized.
^b	Net investment income (loss) per share was computed using average shares outstanding throughout the period.
^c	Net investment income (loss) is less than $0.01 per share.
^d	Total return does not reflect the impact of any applicable sales charges and has not been annualized.


38 \| THE RYDEX FUNDS SEMI-ANNUAL REPORT	SEE NOTES TO FINANCIAL STATEMENTS.

FUND PROFILE(Unaudited)

September 30, 2014

ELECTRONICS FUND

OBJECTIVE: Seeks to provide capital appreciation by investing in companies that are involved in the electronics sector, including semiconductor manufacturers and distributors, and makers and vendors of other electronic components and devices ("Electronics Companies").

Holdings Diversification (Market Exposure as % of Net Assets)

"Holdings Diversification (Market Exposure as % of Net Assets)" excludes any temporary cash investments.

Inception Dates:
Investor Class	April 1, 1998
Advisor Class	April 2, 1998
A-Class	September 1, 2004
C-Class	March 26, 2001

Ten Largest Holdings (% of Total Net Assets)
Intel Corp.	8.9%
Texas Instruments, Inc.	4.8%
Micron Technology, Inc.	4.3%
Applied Materials, Inc.	3.4%
Broadcom Corp. — Class A	3.3%
Taiwan Semiconductor Manufacturing Co., Ltd. ADR	2.8%
Analog Devices, Inc.	2.7%
KLA-Tencor Corp.	2.4%
Lam Research Corp.	2.3%
Skyworks Solutions, Inc.	2.3%
Top Ten Total	37.2%

"Ten Largest Holdings" exclude any temporary cash or derivative investments.


	THE RYDEX FUNDS SEMI-ANNUAL REPORT \| 39

SCHEDULE OF INVESTMENTS (Unaudited)	September 30, 2014
ELECTRONICS FUND

	Shares		Value

COMMON STOCKS† - 99.4%

ELECTRONIC COMPONENTS-SEMICONDUCTOR - 56.5%
Intel Corp.		140,699	$	4,899,138
Texas Instruments, Inc.		55,580		2,650,609
Micron Technology, Inc.*		68,299		2,339,923
Broadcom Corp. — Class A		44,917		1,815,545
Skyworks Solutions, Inc.		21,735		1,261,717
Xilinx, Inc.		28,886		1,223,322
Altera Corp.		33,975		1,215,626
NVIDIA Corp.		63,157		1,165,247
Microchip Technology, Inc.		23,985		1,132,812
Avago Technologies Ltd.		12,890		1,121,430
First Solar, Inc.*		14,138		930,422
Freescale Semiconductor Ltd.*		43,373		847,075
Cree, Inc.*		19,988		818,509
SunEdison, Inc.*		43,112		813,955
ARM Holdings plc ADR		18,163		793,541
ON Semiconductor Corp.*		79,548		711,159
Mellanox Technologies Ltd.*		15,126		678,704
International Rectifier Corp.*		15,970		626,663
Cavium, Inc.*		12,070		600,241
Microsemi Corp.*		22,888		581,584
Amkor Technology, Inc.*		61,130		514,103
Semtech Corp.*		18,400		499,560
Fairchild Semiconductor International, Inc. — Class A*		31,899		495,391
Silicon Laboratories, Inc.*		12,133		493,085
Intersil Corp. — Class A		34,419		489,094
Monolithic Power Systems, Inc.		10,890		479,705
GT Advanced Technologies, Inc.*,1		42,955		465,203
Ambarella, Inc.*		10,450		456,352
Rambus, Inc.*		36,422		454,547
OmniVision Technologies, Inc.*		17,087		452,122
Total Electronic Components-Semiconductor				31,026,384

SEMICONDUCTOR COMPONENTS-INTEGRATED CIRCUIT - 20.6%
Taiwan Semiconductor Manufacturing Co., Ltd. ADR		76,240		1,538,523
Analog Devices, Inc.		29,735		1,471,585
Linear Technology Corp.		27,147		1,205,055
NXP Semiconductor N.V.*		15,777		1,079,620
Maxim Integrated Products, Inc.		35,686		1,079,145
Marvell Technology Group Ltd.		69,654		938,936
Himax Technologies, Inc. ADR1		74,870		759,931
TriQuint Semiconductor, Inc.*		36,328		692,775
Atmel Corp.*		82,735		668,499
Integrated Device Technology, Inc.*		35,333		563,561
Power Integrations, Inc.		8,753		471,874
Cypress Semiconductor Corp.		46,291		457,124
Cirrus Logic, Inc.*		19,531		407,221
Total Semiconductor Components-Integrated Circuit				11,333,849

SEMICONDUCTOR EQUIPMENT - 11.7%
Applied Materials, Inc.		87,304	$	1,886,639
KLA-Tencor Corp.		17,034		1,341,939
Lam Research Corp.		17,031		1,272,216
ASML Holding N.V. — Class G		7,884		779,097
Teradyne, Inc.		37,240		722,084
Veeco Instruments, Inc.*		12,531		437,958
Total Semiconductor Equipment				6,439,933

POWER CONVERTER/SUPPLY EQUIPMENT - 4.2%
SunPower Corp. — Class A*,1		22,368		757,828
Canadian Solar, Inc.*		18,971		678,593
Yingli Green Energy Holding Company Ltd. ADR*,1		182,382		567,208
Advanced Energy Industries, Inc.*		17,227		323,695
Total Power Converter/Supply Equipment				2,327,324

ENERGY-ALTERNATE SOURCES - 3.2%
Trina Solar Ltd. ADR*,1		48,901		590,235
JA Solar Holdings Company Ltd. ADR*		61,712		570,836
JinkoSolar Holding Company Ltd. ADR*,1		20,613		566,651
Total Energy-Alternate Sources				1,727,722

WIRELESS EQUIPMENT - 1.3%
RF Micro Devices, Inc.*		60,046		692,931

COMPUTERS-PERIPHERAL EQUIPMENT - 1.1%
Synaptics, Inc.*		8,045		588,894

COMPUTERS-MEMORY DEVICES - 0.8%
Spansion, Inc. — Class A*		19,210		437,796

Total Common Stocks
(Cost $50,648,487)				54,574,833

	Face Amount

REPURCHASE AGREEMENTS††,2 - 0.8%
UMB Financial Corp. issued 09/30/14 at 0.00% due 10/01/14	$	198,139		198,139
HSBC Group issued 09/30/14 at 0.00% due 10/01/14		81,600		81,600
RBC Capital Markets issued 09/30/14 at (0.05)% due 10/01/14		81,600		81,600
Mizuho Financial Group, Inc. issued 09/30/14 at 0.01% due 10/01/14		81,600		81,600
Total Repurchase Agreements
(Cost $442,939)				442,939


40 \| THE RYDEX FUNDS SEMI-ANNUAL REPORT	SEE NOTES TO FINANCIAL STATEMENTS.

SCHEDULE OF INVESTMENTS (Unaudited)(concluded)	September 30, 2014
ELECTRONICS FUND

	Face Amount		Value

SECURITIES LENDING COLLATERAL††,3 - 3.7%
Repurchase Agreements
HSBC Securities, Inc. issued 09/30/14 at 0.00% due 10/01/14	$	1,749,173	$	1,749,173
BNP Paribas Securities Corp. issued 09/30/14 at 0.00% due 10/01/14		286,750		286,750
Total Securities Lending Collateral
(Cost $2,035,923)				2,035,923

Total Investments - 103.9%
(Cost $53,127,349)			$	57,053,695
Other Assets & Liabilities, net - (3.9)%				(2,124,626	)
Total Net Assets - 100.0%			$	54,929,069

*	Non-income producing security.
†	Value determined based on Level 1 inputs — See Note 4.
††	Value determined based on Level 2 inputs — See Note 4.
1	All or portion of this security is on loan at September 30, 2014 — See Note 6.
2	Repurchase Agreements — See Note 5.
3	Securities lending collateral — See Note 6.
	ADR — American Depositary Receipt
	plc — Public Limited Company


SEE NOTES TO FINANCIAL STATEMENTS.	THE RYDEX FUNDS SEMI-ANNUAL REPORT \| 41

ELECTRONICS FUND

STATEMENT OF ASSETS AND LIABILITIES(Unaudited)
September 30, 2014

Assets:
Investments, at value - including $2,194,294 of securities loaned (cost $50,648,487)	$	54,574,833
Repurchase agreements, at value (cost $2,478,862)		2,478,862
Total investments (cost $53,127,349)		57,053,695
Segregated cash with broker		333,627
Cash		4,227
Receivables:
Fund shares sold		67,044
Dividends		10,757
Securities lending income		7,039
Total assets		57,476,389

Liabilities:
Payable for:
Upon return of securities loaned		2,369,550
Fund shares redeemed		120,286
Management fees		28,743
Transfer agent and administrative fees		8,454
Distribution and service fees		4,422
Portfolio accounting fees		3,382
Miscellaneous		12,483
Total liabilities		2,547,320
Net assets	$	54,929,069

Net assets consist of:
Paid in capital	$	70,837,264
Accumulated net investment loss		(45,586	)
Accumulated net realized loss on investments		(19,788,955	)
Net unrealized appreciation on investments		3,926,346
Net assets	$	54,929,069

Investor Class:
Net assets	$	41,391,764
Capital shares outstanding		551,920
Net asset value per share	$	75.00

Advisor Class:
Net assets	$	4,643,875
Capital shares outstanding		67,296
Net asset value per share	$	69.01

A-Class:
Net assets	$	7,246,161
Capital shares outstanding		102,544
Net asset value per share	$	70.66
Maximum offering price per share (Net asset value divided by 95.25%)	$	74.18

C-Class:
Net assets	$	1,647,269
Capital shares outstanding		25,101
Net asset value per share	$	65.63

STATEMENT OF OPERATIONS(Unaudited)
Period Ended September 30, 2014

Investment Income:
Dividends (net of foreign withholding tax of $606)	$	128,899
Income from securities lending, net		18,708
Interest		10
Total investment income		147,617

Expenses:
Management fees		98,768
Transfer agent and administrative fees		29,049
Distribution and service fees:
Advisor Class		9,414
A-Class		4,757
C-Class		7,860
Portfolio accounting fees		11,620
Custodian fees		1,359
Trustees' fees*		600
Line of credit interest expense		56
Miscellaneous		17,306
Total expenses		180,789
Net investment loss		(33,172	)

Net Realized and Unrealized Gain (Loss):
Net realized gain (loss) on:
Investments		(1,259,172	)
Net realized loss		(1,259,172	)
Net change in unrealized appreciation (depreciation) on:
Investments		964,654
Net change in unrealized appreciation (depreciation)		964,654
Net realized and unrealized loss		(294,518	)
Net decrease in net assets resulting from operations	$	(327,690	)

*	Relates to Trustees not deemed "interested persons" within the meaning of Section 2(a)(19) of the 1940 Act.


42 \| THE RYDEX FUNDS SEMI-ANNUAL REPORT	SEE NOTES TO FINANCIAL STATEMENTS.

ELECTRONICS FUND

STATEMENTS OF CHANGES IN NET ASSETS

	Period Ended September 30, 2014 (Unaudited)			Year Ended March 31, 2014
Increase (Decrease) in Net Assets from Operations:
Net investment loss	$	(33,172	)	$	(23,668	)
Net realized gain (loss) on investments		(1,259,172	)		690,809
Net change in unrealized appreciation (depreciation) on investments		964,654			1,007,719
Net increase (decrease) in net assets resulting from operations		(327,690	)		1,674,860

Distributions to shareholders from:
Net investment income
Investor Class		—			(1,558	)
Advisor Class		—			(974	)
A-Class		—			(118	)
C-Class		—			(329	)
Total distributions to shareholders		—			(2,979	)

Capital share transactions:
Proceeds from sale of shares
Investor Class		83,097,583			119,447,698
Advisor Class		15,448,583			29,407,626
A-Class		11,017,795			15,892,309
C-Class		8,934,769			20,348,276
Distributions reinvested
Investor Class		—			1,521
Advisor Class		—			967
A-Class		—			118
C-Class		—			328
Cost of shares redeemed
Investor Class		(50,796,674	)		(113,730,945	)
Advisor Class		(14,491,295	)		(27,385,057	)
A-Class		(9,146,416	)		(11,112,191	)
C-Class		(8,412,666	)		(20,133,392	)
Net increase from capital share transactions		35,651,679			12,737,258
Net increase in net assets		35,323,989			14,409,139

Net assets:
Beginning of period		19,605,080			5,195,941
End of period	$	54,929,069		$	19,605,080
Accumulated net investment loss at end of period	$	(45,586	)	$	(12,414	)

Capital share activity:
Shares sold
Investor Class		1,119,128			1,999,524
Advisor Class		235,074			523,694
A-Class		160,004			274,282
C-Class		141,306			391,550
Shares issued from reinvestment of distributions
Investor Class		—			25
Advisor Class		—			17
A-Class		—			2
C-Class		—			6
Shares redeemed
Investor Class		(705,504	)		(1,917,706	)
Advisor Class		(223,327	)		(494,817	)
A-Class		(138,367	)		(199,435	)
C-Class		(133,190	)		(388,980	)
Net increase in shares		455,124			188,162


SEE NOTES TO FINANCIAL STATEMENTS.	THE RYDEX FUNDS SEMI-ANNUAL REPORT \| 43

ELECTRONICS FUND

FINANCIAL HIGHLIGHTS

This table is presented to show selected data for a share outstanding throughout each period and to assist shareholders in evaluating a Fund's performance for the periods presented.

Investor Class	Period Ended September 30, 2014^a			Year Ended March 31, 2014			Year Ended March 28, 2013			Year Ended March 31, 2012			Year Ended March 31, 2011			Year Ended March 31, 2010
Per Share Data
Net asset value, beginning of period	$	69.82		$	52.11		$	55.09		$	60.57		$	52.33		$	32.76
Income (loss) from investment operations:
Net investment income (loss)^b		(.05	)		(.04	)		.22			(.12	)		(.13	)		(.02	)
Net gain (loss) on investments (realized and unrealized)		5.23			17.79			(3.20	)		(5.36	)		8.37			19.59
Total from investment operations		5.18			17.75			(2.98	)		(5.48	)		8.24			19.57
Less distributions from:
Net investment income		—			(.04	)		—			—			—			—
Total distributions		—			(.04	)		—			—			—			—
Net asset value, end of period	$	75.00		$	69.82		$	52.11		$	55.09		$	60.57		$	52.33

Total Return^c		7.42	%		34.07	%		(5.41	%)		(9.05	%)		15.75	%		59.74	%
Ratios/Supplemental Data
Net assets, end of period (in thousands)	$	41,392		$	9,655		$	2,942		$	5,453		$	6,976		$	15,988
Ratios to average net assets:
Net investment income (loss)		(0.14	%)		(0.07	%)		0.45	%		(0.22	%)		(0.23	%)		(0.06	%)
Total expenses		1.37	%		1.37	%		1.35	%		1.35	%		1.39	%		1.38	%
Portfolio turnover rate		213	%		1,436	%		1,640	%		1,329	%		1,171	%		592	%

Advisor Class	Period Ended September 30, 2014^a			Year Ended March 31, 2014			Year Ended March 28, 2013			Year Ended March 31, 2012			Year Ended March 31, 2011			Year Ended March 31, 2010
Per Share Data
Net asset value, beginning of period	$	64.40		$	48.33		$	51.40		$	56.77		$	49.26		$	31.01
Income (loss) from investment operations:
Net investment income (loss)^b		(.09	)		(.17	)		(.12	)		(.34	)		(.41	)		(.16	)
Net gain (loss) on investments (realized and unrealized)		4.70			16.28			(2.95	)		(5.03	)		7.92			18.41
Total from investment operations		4.61			16.11			(3.07	)		(5.37	)		7.51			18.25
Less distributions from:
Net investment income		—			(.04	)		—			—			—			—
Total distributions		—			(.04	)		—			—			—			—
Net asset value, end of period	$	69.01		$	64.40		$	48.33		$	51.40		$	56.77		$	49.26

Total Return^c		7.16	%		33.34	%		(5.97	%)		(9.46	%)		15.25	%		58.85	%
Ratios/Supplemental Data
Net assets, end of period (in thousands)	$	4,644		$	3,577		$	1,288		$	1,271		$	3,081		$	1,634
Ratios to average net assets:
Net investment income (loss)		(0.26	%)		(0.29	%)		(0.26	%)		(0.67	%)		(0.79	%)		(0.39	%)
Total expenses		1.87	%		1.87	%		1.85	%		1.86	%		1.89	%		1.87	%
Portfolio turnover rate		213	%		1,436	%		1,640	%		1,329	%		1,171	%		592	%


44 \| THE RYDEX FUNDS SEMI-ANNUAL REPORT	SEE NOTES TO FINANCIAL STATEMENTS.

ELECTRONICS FUND

FINANCIAL HIGHLIGHTS (concluded)

This table is presented to show selected data for a share outstanding throughout each period and to assist shareholders in evaluating a Fund's performance for the periods presented.

A-Class	Period Ended September 30, 2014^a			Year Ended March 31, 2014			Year Ended March 28, 2013			Year Ended March 31, 2012			Year Ended March 31, 2011			Year Ended March 31, 2010
Per Share Data
Net asset value, beginning of period	$	65.87		$	49.29		$	52.23		$	57.59		$	49.88		$	31.31
Income (loss) from investment operations:
Net investment income (loss)^b		(.20	)		(.33	)		.24			(.19	)		(.21	)		(.14	)
Net gain (loss) on investments (realized and unrealized)		4.99			16.95			(3.18	)		(5.17	)		7.92			18.71
Total from investment operations		4.79			16.62			(2.94	)		(5.36	)		7.71			18.57
Less distributions from:
Net investment income		—			(.04	)		—			—			—			—
Total distributions		—			(.04	)		—			—			—			—
Net asset value, end of period	$	70.66		$	65.87		$	49.29		$	52.23		$	57.59		$	49.88

Total Return^c		7.27	%		33.72	%		(5.63	%)		(9.31	%)		15.46	%		59.31	%
Ratios/Supplemental Data
Net assets, end of period (in thousands)	$	7,246		$	5,329		$	299		$	659		$	1,619		$	1,329
Ratios to average net assets:
Net investment income (loss)		(0.58	%)		(0.59	%)		0.51	%		(0.36	%)		(0.43	%)		(0.31	%)
Total expenses		1.62	%		1.62	%		1.60	%		1.62	%		1.64	%		1.62	%
Portfolio turnover rate		213	%		1,436	%		1,640	%		1,329	%		1,171	%		592	%

C-Class	Period Ended September 30, 2014^a			Year Ended March 31, 2014			Year Ended March 28, 2013			Year Ended March 31, 2012			Year Ended March 31, 2011			Year Ended March 31, 2010
Per Share Data
Net asset value, beginning of period	$	61.40		$	46.32		$	49.50		$	55.03		$	47.90		$	30.28
Income (loss) from investment operations:
Net investment income (loss)^b		(.30	)		(.54	)		(.18	)		(.70	)		(.65	)		(.51	)
Net gain (loss) on investments (realized and unrealized)		4.53			15.66			(3.00	)		(4.83	)		7.78			18.13
Total from investment operations		4.23			15.12			(3.18	)		(5.53	)		7.13			17.62
Less distributions from:
Net investment income		—			(.04	)		—			—			—			—
Total distributions		—			(.04	)		—			—			—			—
Net asset value, end of period	$	65.63		$	61.40		$	46.32		$	49.50		$	55.03		$	47.90

Total Return^c		6.89	%		32.65	%		(6.44	%)		(10.01	%)		14.86	%		58.19	%
Ratios/Supplemental Data
Net assets, end of period (in thousands)	$	1,647		$	1,043		$	667		$	263		$	1,246		$	3,342
Ratios to average net assets:
Net investment income (loss)		(0.94	%)		(1.03	%)		(0.41	%)		(1.42	%)		(1.31	%)		(1.21	%)
Total expenses		2.36	%		2.37	%		2.35	%		2.36	%		2.39	%		2.38	%
Portfolio turnover rate		213	%		1,436	%		1,640	%		1,329	%		1,171	%		592	%

^a	Unaudited figures for the period ended September 30, 2014. Percentage amounts for the period, except total return and portfolio turnover rate, have been annualized.
^b	Net investment income (loss) per share was computed using average shares outstanding throughout the period.
^c	Total return does not reflect the impact of any applicable sales charges and has not been annualized.


SEE NOTES TO FINANCIAL STATEMENTS.	THE RYDEX FUNDS SEMI-ANNUAL REPORT \| 45

FUND PROFILE(Unaudited)

September 30, 2014

ENERGY FUND

OBJECTIVE: Seeks to provide capital appreciation by investing in companies involved in the energy field, including the exploration, production, and development of oil, gas, coal and alternative sources of energy ("Energy Companies").

Holdings Diversification (Market Exposure as % of Net Assets)

"Holdings Diversification (Market Exposure as % of Net Assets)" excludes any temporary cash investments.

Inception Dates:
Investor Class	April 21, 1998
Advisor Class	May 5, 1998
A-Class	September 1, 2004
C-Class	April 19, 2001

Ten Largest Holdings (% of Total Net Assets)
Exxon Mobil Corp.	5.2%
Chevron Corp.	3.9%
Schlumberger Ltd.	3.0%
ConocoPhillips	2.5%
Occidental Petroleum Corp.	2.3%
Halliburton Co.	2.0%
EOG Resources, Inc.	1.9%
Anadarko Petroleum Corp.	1.9%
Phillips 66	1.7%
Williams Companies, Inc.	1.7%
Top Ten Total	26.1%

"Ten Largest Holdings" exclude any temporary cash or derivative investments.


46 \| THE RYDEX FUNDS SEMI-ANNUAL REPORT

SCHEDULE OF INVESTMENTS (Unaudited)	September 30, 2014
ENERGY FUND

	Shares		Value

COMMON STOCKS† - 99.6%

OIL COMPANY-EXPLORATION & PRODUCTION - 41.4%
ConocoPhillips		16,709	$	1,278,573
Occidental Petroleum Corp.		12,136		1,166,876
EOG Resources, Inc.		9,726		963,069
Anadarko Petroleum Corp.		9,401		953,637
Apache Corp.		8,480		796,018
Pioneer Natural Resources Co.		3,665		721,895
Hess Corp.		7,592		716,077
Devon Energy Corp.		10,201		695,504
Noble Energy, Inc.		9,626		658,033
Continental Resources, Inc.*		9,362		622,386
Chesapeake Energy Corp.		22,015		506,125
Antero Resources Corp.*		9,120		500,597
Concho Resources, Inc.*		3,961		496,670
Cabot Oil & Gas Corp. — Class A		15,070		492,638
Equities Corp.		5,340		488,824
Southwestern Energy Co.*		13,265		463,612
Range Resources Corp.		6,546		443,884
Cimarex Energy Co.		3,495		442,222
Whiting Petroleum Corp.*		5,186		402,174
Canadian Natural Resources Ltd.		9,662		375,272
Encana Corp.		17,544		372,108
Athlon Energy, Inc.*		6,200		361,026
QEP Resources, Inc.		10,162		312,786
Cobalt International Energy, Inc.*		22,860		310,896
Energen Corp.		4,290		309,910
Denbury Resources, Inc.		20,291		304,974
SM Energy Co.		3,769		293,982
Newfield Exploration Co.*		7,929		293,928
WPX Energy, Inc.*		11,933		287,108
Talisman Energy, Inc.		32,688		282,751
Gulfport Energy Corp.*		5,211		278,267
Diamondback Energy, Inc.*		3,680		275,190
Oasis Petroleum, Inc.*		6,450		269,675
LinnCo LLC		9,000		260,550
CNOOC Ltd. ADR		1,500		258,810
Kodiak Oil & Gas Corp.*		18,349		248,996
Ultra Petroleum Corp.*,1		10,482		243,811
Laredo Petroleum, Inc.*		10,780		241,580
Rice Energy, Inc.*		9,000		239,400
Energy XXI Bermuda Ltd.		20,660		234,491
Rosetta Resources, Inc.*		4,931		219,725
Carrizo Oil & Gas, Inc.*		3,810		205,054
Bonanza Creek Energy, Inc.*		3,600		204,840
SandRidge Energy, Inc.*,1		41,941		179,927
Matador Resources Co.*		6,940		179,399
Stone Energy Corp.*		5,680		178,125
PDC Energy, Inc.*		3,480		175,009
Sanchez Energy Corp.*		5,800		152,308
Seventy Seven Energy, Inc.*		6,077		144,268
Magnum Hunter Resources Corp.*		24,070		134,070
Bill Barrett Corp.*		5,900		130,036
Penn Virginia Corp.*		9,800	$	124,558
Comstock Resources, Inc.		6,400		119,168
Goodrich Petroleum Corp.*,1		6,890		102,110
Total Oil Company-Exploration & Production				21,112,922

OIL COMPANY-INTEGRATED - 17.6%
Exxon Mobil Corp.		28,487		2,679,202
Chevron Corp.		16,776		2,001,712
Phillips 66		10,872		884,002
Petroleo Brasileiro S.A. ADR		49,712		705,413
Marathon Oil Corp.		17,505		658,013
BP plc ADR		11,026		484,593
Murphy Oil Corp.		7,538		428,988
Suncor Energy, Inc.		10,671		385,757
Royal Dutch Shell plc — Class A ADR		5,067		385,751
YPF S.A. ADR		9,800		362,502
Total Oil Company-Integrated				8,975,933

OIL-FIELD SERVICES - 11.5%
Schlumberger Ltd.		15,289		1,554,739
Halliburton Co.		15,451		996,745
Baker Hughes, Inc.		10,906		709,544
Weatherford International plc*		19,520		406,016
Oceaneering International, Inc.		5,625		366,581
Targa Resources Corp.		2,430		330,893
Superior Energy Services, Inc.		9,178		301,681
Exterran Holdings, Inc.		5,201		230,456
Core Laboratories N.V.		1,377		201,524
Oil States International, Inc.*		3,187		197,275
Helix Energy Solutions Group, Inc.*		8,781		193,709
McDermott International, Inc.*		26,356		150,756
CARBO Ceramics, Inc.1		2,241		132,734
Hornbeck Offshore Services, Inc.*		3,250		106,373
Total Oil-Field Services				5,879,026

OIL & GAS DRILLING - 7.3%
Transocean Ltd.1		16,882		539,717
Ensco plc — Class A		11,083		457,839
Helmerich & Payne, Inc.		4,417		432,292
Seadrill Ltd.		15,815		423,209
Nabors Industries Ltd.		18,464		420,241
Noble Corporation plc		18,454		410,048
Patterson-UTI Energy, Inc.		9,043		294,169
Diamond Offshore Drilling, Inc.1		8,260		283,070
Rowan Companies plc — Class A		9,495		240,318
Atwood Oceanics, Inc.*		5,230		228,499
Total Oil & Gas Drilling				3,729,402

PIPELINES - 7.2%
Williams Companies, Inc.		15,572		861,909
Kinder Morgan, Inc.1		22,375		857,858
Spectra Energy Corp.		17,470		685,872
ONEOK, Inc.		7,490		490,970
Kinder Morgan Management LLC*		5,166		486,379


SEE NOTES TO FINANCIAL STATEMENTS.	THE RYDEX FUNDS SEMI-ANNUAL REPORT \| 47

SCHEDULE OF INVESTMENTS (Unaudited)(concluded)	September 30, 2014
ENERGY FUND

	Shares		Value
Enbridge, Inc.		6,300	$	301,644
Total Pipelines				3,684,632

OIL REFINING & MARKETING - 6.6%
Valero Energy Corp.		14,398		666,196
Marathon Petroleum Corp.		7,736		655,007
Cheniere Energy, Inc.*		7,231		578,697
HollyFrontier Corp.		8,924		389,800
Tesoro Corp.		6,252		381,247
Western Refining, Inc.		6,610		277,554
PBF Energy, Inc. — Class A		8,840		212,160
Delek US Holdings, Inc.		5,700		188,784
Total Oil Refining & Marketing				3,349,445

OIL FIELD MACHINERY & EQUIPMENT - 4.6%
National Oilwell Varco, Inc.		9,930		755,674
Cameron International Corp.*		7,311		485,304
FMC Technologies, Inc.*		8,916		484,228
Dresser-Rand Group, Inc.*		4,340		357,008
Dril-Quip, Inc.*		2,930		261,942
Total Oil Field Machinery & Equipment				2,344,156

COAL - 1.2%
CONSOL Energy, Inc.		10,566		400,029
Peabody Energy Corp.		19,124		236,755
Total Coal				636,784

STEEL PIPE & TUBE - 0.5%
Tenaris S.A. ADR		6,229		283,731

NON-FERROUS METALS - 0.5%
Cameco Corp.		14,500		256,070

TRANSPORT-SERVICES - 0.4%
Bristow Group, Inc.		3,110		208,992

ENERGY-ALTERNATE SOURCES - 0.4%
Green Plains, Inc.		4,900		183,211

TRANSPORT-MARINE - 0.4%
Tidewater, Inc.		4,601		179,577

Total Common Stocks
(Cost $25,717,466)				50,823,881

	Face Amount		Value

REPURCHASE AGREEMENTS††,2 - 0.8%
UMB Financial Corp. issued 09/30/14 at 0.00% due 10/01/14	$	177,788	$	177,788
HSBC Group issued 09/30/14 at 0.00% due 10/01/14		73,219		73,219
RBC Capital Markets issued 09/30/14 at (0.05)% due 10/01/14		73,219		73,219
Mizuho Financial Group, Inc. issued 09/30/14 at 0.01% due 10/01/14		73,219		73,219
Total Repurchase Agreements
(Cost $397,445)				397,445

SECURITIES LENDING COLLATERAL††,3 - 3.0%
Repurchase Agreements
HSBC Securities, Inc. issued 09/30/14 at 0.00% due 10/01/14		1,325,148		1,325,148
BNP Paribas Securities Corp. issued 09/30/14 at 0.00% due 10/01/14		217,237		217,237
Total Securities Lending Collateral
(Cost $1,542,385)				1,542,385

Total Investments - 103.4%
(Cost $27,657,296)			$	52,763,711
Other Assets & Liabilities, net - (3.4)%				(1,711,488	)
Total Net Assets - 100.0%			$	51,052,223

*	Non-income producing security.
†	Value determined based on Level 1 inputs — See Note 4.
††	Value determined based on Level 2 inputs — See Note 4.
1	All or portion of this security is on loan at September 30, 2014 — See Note 6.
2	Repurchase Agreements — See Note 5.
3	Securities lending collateral — See Note 6.
	ADR — American Depositary Receipt
	plc — Public Limited Company


48 \| THE RYDEX FUNDS SEMI-ANNUAL REPORT	SEE NOTES TO FINANCIAL STATEMENTS.

ENERGY FUND

STATEMENT OF ASSETS AND LIABILITIES(Unaudited)
September 30, 2014

Assets:
Investments, at value - including $1,715,322 of securities loaned (cost $25,717,466)	$	50,823,881
Repurchase agreements, at value (cost $1,939,830)		1,939,830
Total investments (cost $27,657,296)		52,763,711
Segregated cash with broker		252,750
Cash		4,545
Receivables:
Securities sold		309,856
Fund shares sold		31,468
Dividends		26,753
Securities lending income		1,714
Total assets		53,390,797

Liabilities:
Payable for:
Upon return of securities loaned		1,795,135
Fund shares redeemed		439,143
Management fees		40,763
Transfer agent and administrative fees		11,989
Distribution and service fees		11,284
Portfolio accounting fees		4,796
Miscellaneous		35,464
Total liabilities		2,338,574
Net assets	$	51,052,223

Net assets consist of:
Paid in capital	$	32,033,176
Undistributed net investment income		338,258
Accumulated net realized loss on investments		(6,425,626	)
Net unrealized appreciation on investments		25,106,415
Net assets	$	51,052,223

Investor Class:
Net assets	$	31,616,400
Capital shares outstanding		1,063,691
Net asset value per share	$	29.72

Advisor Class:
Net assets	$	5,454,462
Capital shares outstanding		199,404
Net asset value per share	$	27.35

A-Class:
Net assets	$	5,198,576
Capital shares outstanding		185,278
Net asset value per share	$	28.06
Maximum offering price per share (Net asset value divided by 95.25%)	$	29.46

C-Class:
Net assets	$	8,782,785
Capital shares outstanding		341,743
Net asset value per share	$	25.70

STATEMENT OF OPERATIONS(Unaudited)
Period Ended September 30, 2014

Investment Income:
Dividends (net of foreign withholding tax of $14,723)	$	771,838
Income from securities lending, net		18,941
Interest		25
Total investment income		790,804

Expenses:
Management fees		358,300
Transfer agent and administrative fees		105,382
Distribution and service fees:
Advisor Class		21,157
A-Class		9,785
C-Class		47,523
Portfolio accounting fees		42,153
Custodian fees		4,922
Trustees' fees*		3,090
Line of credit interest expense		113
Miscellaneous		60,854
Total expenses		653,279
Net investment income		137,525

Net Realized and Unrealized Gain (Loss):
Net realized gain (loss) on:
Investments		2,852,523
Net realized gain		2,852,523
Net change in unrealized appreciation (depreciation) on:
Investments		(1,092,109	)
Net change in unrealized appreciation (depreciation)		(1,092,109	)
Net realized and unrealized gain		1,760,414
Net increase in net assets resulting from operations	$	1,897,939

*	Relates to Trustees not deemed "interested persons" within the meaning of Section 2(a)(19) of the 1940 Act.


SEE NOTES TO FINANCIAL STATEMENTS.	THE RYDEX FUNDS SEMI-ANNUAL REPORT \| 49

ENERGY FUND

STATEMENTS OF CHANGES IN NET ASSETS

	Period Ended September 30, 2014 (Unaudited)			Year Ended March 31, 2014
Increase (Decrease) in Net Assets from Operations:
Net investment income	$	137,525		$	200,733
Net realized gain on investments		2,852,523			14,055,229
Net change in unrealized appreciation (depreciation) on investments		(1,092,109	)		(5,739,014	)
Net increase in net assets resulting from operations		1,897,939			8,516,948

Capital share transactions:
Proceeds from sale of shares
Investor Class		191,216,002			143,421,747
Advisor Class		44,796,635			9,124,810
A-Class		11,403,131			9,853,780
C-Class		13,009,526			25,870,251
Cost of shares redeemed
Investor Class		(197,558,463	)		(163,234,190	)
Advisor Class		(43,546,261	)		(10,093,114	)
A-Class		(12,965,573	)		(9,665,717	)
C-Class		(12,490,637	)		(28,215,805	)
Net decrease from capital share transactions		(6,135,640	)		(22,938,238	)
Net decrease in net assets		(4,237,701	)		(14,421,290	)

Net assets:
Beginning of period		55,289,924			69,711,214
End of period	$	51,052,223		$	55,289,924
Undistributed net investment income at end of period	$	338,258		$	200,733

Capital share activity:
Shares sold
Investor Class		6,180,579			5,152,398
Advisor Class		1,513,121			356,398
A-Class		378,674			388,496
C-Class		470,559			1,083,634
Shares redeemed
Investor Class		(6,313,865	)		(5,837,470	)
Advisor Class		(1,487,566	)		(400,131	)
A-Class		(429,336	)		(378,139	)
C-Class		(452,683	)		(1,182,490	)
Net decrease in shares		(140,517	)		(817,304	)


50 \| THE RYDEX FUNDS SEMI-ANNUAL REPORT	SEE NOTES TO FINANCIAL STATEMENTS.

ENERGY FUND

FINANCIAL HIGHLIGHTS

This table is presented to show selected data for a share outstanding throughout each period and to assist shareholders in evaluating a Fund's performance for the periods presented.

Investor Class	Period Ended September 30, 2014^a			Year Ended March 31, 2014			Year Ended March 28, 2013			Year Ended March 31, 2012			Year Ended March 31, 2011			Year Ended March 31, 2010
Per Share Data
Net asset value, beginning of period	$	29.70		$	26.12		$	24.58		$	28.70		$	20.91		$	14.01
Income (loss) from investment operations:
Net investment income (loss)^b		.09			.15			.12			.07			—	^c		.10
Net gain (loss) on investments (realized and unrealized)		(.07	)		3.43			1.89			(4.19	)		7.82			6.82
Total from investment operations		.02			3.58			2.01			(4.12	)		7.82			6.92
Less distributions from:
Net investment income		—			—			(.07	)		—			(.03	)		(.02	)
Return of capital		—			—			(.40	)		—			—			—
Total distributions		—			—			(.47	)		—			(.03	)		(.02	)
Net asset value, end of period	$	29.72		$	29.70		$	26.12		$	24.58		$	28.70		$	20.91

Total Return^d		0.07	%		13.71	%		8.50	%		(14.39	%)		37.43	%		49.37	%
Ratios/Supplemental Data
Net assets, end of period (in thousands)	$	31,616		$	35,546		$	49,160		$	40,947		$	93,648		$	35,228
Ratios to average net assets:
Net investment income (loss)		0.55	%		0.55	%		0.52	%		0.27	%		0.00	%		0.51	%
Total expenses		1.36	%		1.37	%		1.35	%		1.36	%		1.39	%		1.38	%
Portfolio turnover rate		252	%		231	%		248	%		288	%		273	%		228	%

Advisor Class	Period Ended September 30, 2014^a			Year Ended March 31, 2014			Year Ended March 28, 2013			Year Ended March 31, 2012			Year Ended March 31, 2011			Year Ended March 31, 2010
Per Share Data
Net asset value, beginning of period	$	27.40		$	24.23		$	22.95		$	26.93		$	19.72		$	13.28
Income (loss) from investment operations:
Net investment income (loss)^b		(.03	)		(.02	)		.01			(.08	)		(.11	)		(—	)^c
Net gain (loss) on investments (realized and unrealized)		(.02	)		3.19			1.74			(3.90	)		7.35			6.46
Total from investment operations		(.05	)		3.17			1.75			(3.98	)		7.24			6.46
Less distributions from:
Net investment income		—			—			(.07	)		—			(.03	)		(.02	)
Return of capital		—			—			(.40	)		—			—			—
Total distributions		—			—			(.47	)		—			(.03	)		(.02	)
Net asset value, end of period	$	27.35		$	27.40		$	24.23		$	22.95		$	26.93		$	19.72

Total Return^d		(0.18	%)		13.08	%		7.92	%		(14.78	%)		36.75	%		48.62	%
Ratios/Supplemental Data
Net assets, end of period (in thousands)	$	5,454		$	4,764		$	5,272		$	11,080		$	16,015		$	6,489
Ratios to average net assets:
Net investment income (loss)		(0.21	%)		(0.09	%)		0.06	%		(0.33	%)		(0.53	%)		(0.02	%)
Total expenses		1.87	%		1.87	%		1.85	%		1.86	%		1.89	%		1.88	%
Portfolio turnover rate		252	%		231	%		248	%		288	%		273	%		228	%


SEE NOTES TO FINANCIAL STATEMENTS.	THE RYDEX FUNDS SEMI-ANNUAL REPORT \| 51

ENERGY FUND

FINANCIAL HIGHLIGHTS(concluded)

This table is presented to show selected data for a share outstanding throughout each period and to assist shareholders in evaluating a Fund's performance for the periods presented.

A-Class	Period Ended September 30, 2014^a			Year Ended March 31, 2014			Year Ended March 28, 2013			Year Ended March 31, 2012			Year Ended March 31, 2011			Year Ended March 31, 2010
Per Share Data
Net asset value, beginning of period	$	28.07		$	24.76		$	23.38		$	27.40		$	20.01		$	13.44
Income (loss) from investment operations:
Net investment income (loss)^b		.02			.08			.08			(.01	)		(.08	)		.06
Net gain (loss) on investments (realized and unrealized)		(.03	)		3.23			1.77			(4.01	)		7.50			6.53
Total from investment operations		(.01	)		3.31			1.85			(4.02	)		7.42			6.59
Less distributions from:
Net investment income		—			—			(.07	)		—			(.03	)		(.02	)
Return of capital		—			—			(.40	)		—			—			—
Total distributions		—			—			(.47	)		—			(.03	)		(.02	)
Net asset value, end of period	$	28.06		$	28.07		$	24.76		$	23.38		$	27.40		$	20.01

Total Return^d		(0.04	%)		13.37	%		8.20	%		(14.67	%)		37.11	%		49.01	%
Ratios/Supplemental Data
Net assets, end of period (in thousands)	$	5,199		$	6,624		$	5,586		$	5,622		$	14,752		$	3,903
Ratios to average net assets:
Net investment income (loss)		0.14	%		0.30	%		0.38	%		(0.05	%)		(0.38	%)		0.35	%
Total expenses		1.61	%		1.62	%		1.60	%		1.61	%		1.64	%		1.63	%
Portfolio turnover rate		252	%		231	%		248	%		288	%		273	%		228	%

C-Class	Period Ended September 30, 2014^a			Year Ended March 31, 2014			Year Ended March 28, 2013			Year Ended March 31, 2012			Year Ended March 31, 2011			Year Ended March 31, 2010
Per Share Data
Net asset value, beginning of period	$	25.80		$	22.93		$	21.85		$	25.78		$	18.97		$	12.84
Income (loss) from investment operations:
Net investment income (loss)^b		(.06	)		(.12	)		(.09	)		(.19	)		(.20	)		(.08	)
Net gain (loss) on investments (realized and unrealized)		(.04	)		2.99			1.64			(3.74	)		7.04			6.23
Total from investment operations		(.10	)		2.87			1.55			(3.93	)		6.84			6.15
Less distributions from:
Net investment income		—			—			(.07	)		—			(.03	)		(.02	)
Return of capital		—			—			(.40	)		—			—			—
Total distributions		—			—			(.47	)		—			(.03	)		(.02	)
Net asset value, end of period	$	25.70		$	25.80		$	22.93		$	21.85		$	25.78		$	18.97

Total Return^d		(0.39	%)		12.52	%		7.40	%		(15.24	%)		36.09	%		47.87	%
Ratios/Supplemental Data
Net assets, end of period (in thousands)	$	8,783		$	8,357		$	9,693		$	13,153		$	19,993		$	13,972
Ratios to average net assets:
Net investment income (loss)		(0.41	%)		(0.52	%)		(0.45	%)		(0.84	%)		(0.99	%)		(0.48	%)
Total expenses		2.36	%		2.37	%		2.35	%		2.36	%		2.39	%		2.38	%
Portfolio turnover rate		252	%		231	%		248	%		288	%		273	%		228	%

^a	Unaudited figures for the period ended September 30, 2014. Percentage amounts for the period, except total return and portfolio turnover rate, have been annualized.
^b	Net investment income (loss) per share was computed using average shares outstanding throughout the period.
^c	Net investment income (loss) is less than $0.01 per share.
^d	Total return does not reflect the impact of any applicable sales charges and has not been annualized.


52 \| THE RYDEX FUNDS SEMI-ANNUAL REPORT	SEE NOTES TO FINANCIAL STATEMENTS.

FUND PROFILE (Unaudited)

September 30, 2014

ENERGY SERVICES FUND

OBJECTIVE: Seeks to provide capital appreciation by investing in companies that are involved in the energy services field, including those that provide services and equipment in the areas of oil, coal, and gas exploration and production ("Energy Services Companies").

Holdings Diversification (Market Exposure as % of Net Assets)

"Holdings Diversification (Market Exposure as % of Net Assets)" excludes any temporary cash investments.

Inception Dates:
Investor Class	April 1, 1998
Advisor Class	April 2, 1998
A-Class	September 1, 2004
C-Class	March 30, 2001

Ten Largest Holdings (% of Total Net Assets)
Schlumberger Ltd.	10.8%
Halliburton Co.	7.0%
National Oilwell Varco, Inc.	5.3%
Baker Hughes, Inc.	4.9%
Transocean Ltd.	3.4%
FMC Technologies, Inc.	3.4%
Cameron International Corp.	3.3%
Helmerich & Payne, Inc.	3.0%
Ensco plc — Class A	2.8%
Noble Corporation plc	2.6%
Top Ten Total	46.5%

"Ten Largest Holdings" exclude any temporary cash or derivative investments.


	THE RYDEX FUNDS SEMI-ANNUAL REPORT \| 53

SCHEDULE OF INVESTMENTS (Unaudited)	September 30, 2014
ENERGY SERVICES FUND

	Shares		Value

COMMON STOCKS† - 99.5%

OIL-FIELD SERVICES - 47.9%
Schlumberger Ltd.		46,022	$	4,679,978
Halliburton Co.		46,672		3,010,811
Baker Hughes, Inc.		32,868		2,138,392
Weatherford International plc*		52,835		1,098,968
Oceaneering International, Inc.		16,831		1,096,876
RPC, Inc.		41,726		916,303
Superior Energy Services, Inc.		27,568		906,160
Core Laboratories N.V.		5,115		748,580
Oil States International, Inc.*		12,072		747,257
Exterran Holdings, Inc.		15,566		689,729
Helix Energy Solutions Group, Inc.*		26,285		579,847
C&J Energy Services, Inc.*		18,185		555,552
SEACOR Holdings, Inc.*		6,504		486,499
McDermott International, Inc.*,1		78,688		450,095
Hornbeck Offshore Services, Inc.*		12,517		409,681
Newpark Resources, Inc.*		32,900		409,276
CARBO Ceramics, Inc.1		6,475		383,514
Basic Energy Services, Inc.*		17,480		379,141
Pioneer Energy Services Corp.*		27,000		378,540
Gulfmark Offshore, Inc. — Class A		11,290		353,942
Key Energy Services, Inc.*		69,371		335,756
Total Oil-Field Services				20,754,897

OIL & GAS DRILLING - 26.5%
Transocean Ltd.1		46,000		1,470,619
Helmerich & Payne, Inc.		13,216		1,293,450
Ensco plc — Class A		29,222		1,207,161
Noble Corporation plc		50,817		1,129,154
Seadrill Ltd.		41,069		1,099,006
Nabors Industries Ltd.		47,698		1,085,606
Patterson-UTI Energy, Inc.		27,243		886,215
Diamond Offshore Drilling, Inc.1		25,050		858,464
Rowan Companies plc — Class A		28,513		721,664
Atwood Oceanics, Inc.*		15,927		695,851
Precision Drilling Corp.		50,720		547,269
Paragon Offshore plc*,1		46,355		285,083
Hercules Offshore, Inc.*,1		98,203		216,047
Total Oil & Gas Drilling				11,495,589

OIL FIELD MACHINERY & EQUIPMENT - 17.8%
National Oilwell Varco, Inc.		30,066		2,288,023
FMC Technologies, Inc.*		26,724		1,451,380
Cameron International Corp.*		21,832		1,449,208
Dresser-Rand Group, Inc.*		12,953		1,065,514
Dril-Quip, Inc.*		8,653		773,578
Forum Energy Technologies, Inc.*		21,780		666,686
Total Oil Field Machinery & Equipment				7,694,389

OIL COMPANY-EXPLORATION & PRODUCTION - 2.6%
Unit Corp.*		11,561	$	678,053
Seventy Seven Energy, Inc.*		18,300		434,442
Total Oil Company-Exploration & Production				1,112,495

STEEL PIPE & TUBE - 1.5%
Tenaris S.A. ADR		14,251		649,133

TRANSPORT-SERVICES - 1.4%
Bristow Group, Inc.		9,145		614,544

TRANSPORT-MARINE - 1.2%
Tidewater, Inc.		13,809		538,965

SEISMIC DATA COLLECTION - 0.6%
Geospace Technologies Corp.*		7,219		253,748

Total Common Stocks
(Cost $20,644,734)				43,113,760

	Face Amount

REPURCHASE AGREEMENTS††,2 - 0.8%
UMB Financial Corp. issued 09/30/14 at 0.00% due 10/01/14	$	146,552		146,552
HSBC Group issued 09/30/14 at 0.00% due 10/01/14		60,355		60,355
RBC Capital Markets issued 09/30/14 at (0.05)% due 10/01/14		60,355		60,355
Mizuho Financial Group, Inc. issued 09/30/14 at 0.01% due 10/01/14		60,355		60,355
Total Repurchase Agreements
(Cost $327,617)				327,617


54 \| THE RYDEX FUNDS SEMI-ANNUAL REPORT	SEE NOTES TO FINANCIAL STATEMENTS.

SCHEDULE OF INVESTMENTS (Unaudited)(continued)	September 30, 2014
ENERGY SERVICES FUND

	Face Amount		Value

SECURITIES LENDING COLLATERAL††,3 - 5.2%
Repurchase Agreements
HSBC Securities, Inc. issued 09/30/14 at 0.00% due 10/01/14	$	1,945,245	$	1,945,245
BNP Paribas Securities Corp. issued 09/30/14 at 0.00% due 10/01/14		318,893		318,893
Total Securities Lending Collateral
(Cost $2,264,138)				2,264,138

Total Investments - 105.5%
(Cost $23,236,489)			$	45,705,515
Other Assets & Liabilities, net - (5.5)%				(2,399,890	)
Total Net Assets - 100.0%			$	43,305,625

*	Non-income producing security.
†	Value determined based on Level 1 inputs — See Note 4.
††	Value determined based on Level 2 inputs — See Note 4.
1	All or portion of this security is on loan at September 30, 2014 — See Note 6.
2	Repurchase Agreements — See Note 5.
3	Securities lending collateral — See Note 6.
	ADR — American Depositary Receipt
	plc — Public Limited Company


SEE NOTES TO FINANCIAL STATEMENTS.	THE RYDEX FUNDS SEMI-ANNUAL REPORT \| 55

ENERGY SERVICES FUND

STATEMENT OF ASSETS AND LIABILITIES (Unaudited)
September 30, 2014

Assets:
Investments, at value - including $2,459,912 of securities loaned (cost $20,644,734)	$	43,113,760
Repurchase agreements, at value (cost $2,591,755)		2,591,755
Total investments (cost $23,236,489)		45,705,515
Segregated cash with broker		371,024
Cash		3,727
Receivables:
Fund shares sold		719,900
Dividends		22,433
Securities lending income		3,143
Total assets		46,825,742

Liabilities:
Payable for:
Upon return of securities loaned		2,635,163
Securities purchased		422,696
Fund shares redeemed		375,621
Management fees		33,824
Distribution and service fees		12,291
Transfer agent and administrative fees		9,948
Portfolio accounting fees		3,979
Miscellaneous		26,595
Total liabilities		3,520,117
Net assets	$	43,305,625

Net assets consist of:
Paid in capital	$	51,069,831
Undistributed net investment income		53,510
Accumulated net realized loss on investments		(30,286,742	)
Net unrealized appreciation on investments		22,469,026
Net assets	$	43,305,625

Investor Class:
Net assets	$	22,717,332
Capital shares outstanding		388,636
Net asset value per share	$	58.45

Advisor Class:
Net assets	$	7,011,296
Capital shares outstanding		129,688
Net asset value per share	$	54.06

A-Class:
Net assets	$	5,628,344
Capital shares outstanding		101,421
Net asset value per share	$	55.50
Maximum offering price per share (Net asset value divided by 95.25%)	$	58.27

C-Class:
Net assets	$	7,948,653
Capital shares outstanding		155,332
Net asset value per share	$	51.17

STATEMENT OF OPERATIONS(Unaudited)
Period Ended September 30, 2014

Investment Income:
Dividends (net of foreign withholding tax of $2,471)	$	500,890
Income from securities lending, net		28,296
Interest		17
Total investment income		529,203

Expenses:
Management fees		244,847
Transfer agent and administrative fees		72,014
Distribution and service fees:
Advisor Class		21,110
A-Class		9,183
C-Class		46,619
Portfolio accounting fees		28,805
Custodian fees		3,363
Trustees' fees*		2,104
Line of credit interest expense		178
Miscellaneous		41,878
Total expenses		470,101
Net investment income		59,102

Net Realized and Unrealized Gain (Loss):
Net realized gain (loss) on:
Investments		(1,152,121	)
Net realized loss		(1,152,121	)
Net change in unrealized appreciation (depreciation) on:
Investments		(2,975,046	)
Net change in unrealized appreciation (depreciation)		(2,975,046	)
Net realized and unrealized loss		(4,127,167	)
Net decrease in net assets resulting from operations	$	(4,068,065	)

*	Relates to Trustees not deemed "interested persons" within the meaning of Section 2(a)(19) of the 1940 Act.


56 \| THE RYDEX FUNDS SEMI-ANNUAL REPORT	SEE NOTES TO FINANCIAL STATEMENTS.

ENERGY SERVICES FUND

STATEMENTS OF CHANGES IN NET ASSETS

	Period Ended September 30, 2014 (Unaudited)			Year Ended March 31, 2014
Increase (Decrease) in Net Assets from Operations:
Net investment income (loss)	$	59,102		$	(128,281	)
Net realized gain (loss) on investments		(1,152,121	)		10,172,016
Net change in unrealized appreciation (depreciation) on investments		(2,975,046	)		(4,603,394	)
Net increase (decrease) in net assets resulting from operations		(4,068,065	)		5,440,341

Capital share transactions:
Proceeds from sale of shares
Investor Class		87,504,015			136,799,275
Advisor Class		71,214,334			47,862,323
A-Class		6,132,529			11,403,811
C-Class		12,064,625			25,331,498
Cost of shares redeemed
Investor Class		(96,117,099	)		(132,689,190	)
Advisor Class		(68,100,637	)		(53,070,944	)
A-Class		(7,601,375	)		(10,306,276	)
C-Class		(12,073,581	)		(26,390,621	)
Net decrease from capital share transactions		(6,977,189	)		(1,060,124	)
Net increase (decrease) in net assets		(11,045,254	)		4,380,217

Net assets:
Beginning of period		54,350,879			49,970,662
End of period	$	43,305,625		$	54,350,879
Undistributed net investment income/Accumulated net investment loss at end of period	$	53,510		$	(5,592	)

Capital share activity:
Shares sold
Investor Class		1,369,020			2,359,895
Advisor Class		1,189,003			898,924
A-Class		99,248			204,539
C-Class		212,902			497,418
Shares redeemed
Investor Class		(1,512,890	)		(2,306,869	)
Advisor Class		(1,144,533	)		(1,004,649	)
A-Class		(125,179	)		(183,900	)
C-Class		(214,442	)		(519,469	)
Net decrease in shares		(126,871	)		(54,111	)


SEE NOTES TO FINANCIAL STATEMENTS.	THE RYDEX FUNDS SEMI-ANNUAL REPORT \| 57

ENERGY SERVICES FUND

FINANCIAL HIGHLIGHTS

This table is presented to show selected data for a share outstanding throughout each period and to assist shareholders in evaluating a Fund's performance for the periods presented.

Investor Class	Period Ended September 30, 2014^a			Year Ended March 31, 2014			Year Ended March 28, 2013			Year Ended March 31, 2012			Year Ended March 31, 2011			Year Ended March 31, 2010
Per Share Data
Net asset value, beginning of period	$	62.43		$	54.43		$	50.87		$	62.66		$	42.83		$	25.07
Income (loss) from investment operations:
Net investment income (loss)^b		.16			.02			(.05	)		(.14	)		(.21	)		(.01	)
Net gain (loss) on investments (realized and unrealized)		(4.14	)		7.98			3.61			(11.65	)		20.04			17.77
Total from investment operations		(3.98	)		8.00			3.56			(11.79	)		19.83			17.76
Net asset value, end of period	$	58.45		$	62.43		$	54.43		$	50.87		$	62.66		$	42.83

Total Return^c		(6.38	%)		14.70	%		7.00	%		(18.82	%)		46.27	%		70.84	%
Ratios/Supplemental Data
Net assets, end of period (in thousands)	$	22,717		$	33,244		$	26,097		$	34,353		$	151,318		$	49,371
Ratios to average net assets:
Net investment income (loss)		0.49	%		0.03	%		(0.10	%)		(0.25	%)		(0.42	%)		(0.01	%)
Total expenses		1.36	%		1.37	%		1.35	%		1.36	%		1.39	%		1.38	%
Portfolio turnover rate		215	%		350	%		275	%		162	%		205	%		472	%

Advisor Class	Period Ended September 30, 2014^a			Year Ended March 31, 2014			Year Ended March 28, 2013			Year Ended March 31, 2012			Year Ended March 31, 2011			Year Ended March 31, 2010
Per Share Data
Net asset value, beginning of period	$	57.89		$	50.72		$	47.64		$	58.97		$	40.50		$	23.83
Income (loss) from investment operations:
Net investment income (loss)^b		(.03	)		(.27	)		(.25	)		(.34	)		(.42	)		(.26	)
Net gain (loss) on investments (realized and unrealized)		(3.80	)		7.44			3.33			(10.99	)		18.89			16.93
Total from investment operations		(3.83	)		7.17			3.08			(11.33	)		18.47			16.67
Net asset value, end of period	$	54.06		$	57.89		$	50.72		$	47.64		$	58.97		$	40.50

Total Return^c		(6.62	%)		14.14	%		6.47	%		(19.21	%)		45.61	%		69.95	%
Ratios/Supplemental Data
Net assets, end of period (in thousands)	$	7,011		$	4,933		$	9,685		$	8,025		$	17,222		$	6,631
Ratios to average net assets:
Net investment income (loss)		(0.08	%)		(0.50	%)		(0.54	%)		(0.66	%)		(0.93	%)		(0.70	%)
Total expenses		1.87	%		1.87	%		1.85	%		1.86	%		1.89	%		1.88	%
Portfolio turnover rate		215	%		350	%		275	%		162	%		205	%		472	%


58 \| THE RYDEX FUNDS SEMI-ANNUAL REPORT	SEE NOTES TO FINANCIAL STATEMENTS.

ENERGY SERVICES FUND

FINANCIAL HIGHLIGHTS(concluded)

This table is presented to show selected data for a share outstanding throughout each period and to assist shareholders in evaluating a Fund's performance for the periods presented.

A-Class	Period Ended September 30, 2014^a			Year Ended March 31, 2014			Year Ended March 28, 2013			Year Ended March 31, 2012			Year Ended March 31, 2011			Year Ended March 31, 2010
Per Share Data
Net asset value, beginning of period	$	59.34		$	51.86		$	48.59		$	60.01		$	41.12		$	24.13
Income (loss) from investment operations:
Net investment income (loss)^b		.05			(.13	)		(.17	)		(.25	)		(.31	)		(.16	)
Net gain (loss) on investments (realized and unrealized)		(3.89	)		7.61			3.44			(11.17	)		19.20			17.15
Total from investment operations		(3.84	)		7.48			3.27			(11.42	)		18.89			16.99
Net asset value, end of period	$	55.50		$	59.34		$	51.86		$	48.59		$	60.01		$	41.12

Total Return^c		(6.47	%)		14.42	%		6.73	%		(19.03	%)		45.94	%		70.41	%
Ratios/Supplemental Data
Net assets, end of period (in thousands)	$	5,628		$	7,557		$	5,535		$	7,115		$	24,849		$	8,957
Ratios to average net assets:
Net investment income (loss)		0.17	%		(0.23	%)		(0.37	%)		(0.47	%)		(0.67	%)		(0.43	%)
Total expenses		1.61	%		1.62	%		1.60	%		1.61	%		1.64	%		1.63	%
Portfolio turnover rate		215	%		350	%		275	%		162	%		205	%		472	%

C-Class	Period Ended September 30, 2014^a			Year Ended March 31, 2014			Year Ended March 28, 2013			Year Ended March 31, 2012			Year Ended March 31, 2011			Year Ended March 31, 2010
Per Share Data
Net asset value, beginning of period	$	54.92		$	48.37		$	45.66		$	56.81		$	39.22		$	23.19
Income (loss) from investment operations:
Net investment income (loss)^b		(.14	)		(.50	)		(.49	)		(.54	)		(.60	)		(.44	)
Net gain (loss) on investments (realized and unrealized)		(3.61	)		7.05			3.20			(10.61	)		18.19			16.47
Total from investment operations		(3.75	)		6.55			2.71			(11.15	)		17.59			16.03
Net asset value, end of period	$	51.17		$	54.92		$	48.37		$	45.66		$	56.81		$	39.22

Total Return^c		(6.83	%)		13.54	%		5.94	%		(19.63	%)		44.85	%		69.12	%
Ratios/Supplemental Data
Net assets, end of period (in thousands)	$	7,949		$	8,616		$	8,654		$	10,144		$	15,276		$	11,059
Ratios to average net assets:
Net investment income (loss)		(0.50	%)		(0.97	%)		(1.11	%)		(1.13	%)		(1.43	%)		(1.25	%)
Total expenses		2.37	%		2.37	%		2.35	%		2.36	%		2.39	%		2.38	%
Portfolio turnover rate		215	%		350	%		275	%		162	%		205	%		472	%

^a	Unaudited figures for the period ended September 30, 2014. Percentage amounts for the period, except total return and portfolio turnover rate, have been annualized.
^b	Net investment income (loss) per share was computed using average shares outstanding throughout the period.
^c	Total return does not reflect the impact of any applicable sales charges and has not been annualized.


SEE NOTES TO FINANCIAL STATEMENTS.	THE RYDEX FUNDS SEMI-ANNUAL REPORT \| 59

FUND PROFILE (Unaudited)

September 30, 2014

FINANCIAL SERVICES FUND

OBJECTIVE: Seeks to provide capital appreciation by investing in companies that are involved in the financial services sector ("Financial Services Companies").

Holdings Diversification (Market Exposure as % of Net Assets)

"Holdings Diversification (Market Exposure as % of Net Assets)" excludes any temporary cash investments.

Inception Dates:
Investor Class	April 2, 1998
Advisor Class	April 6, 1998
A-Class	September 1, 2004
C-Class	April 19, 2001

Ten Largest Holdings (% of Total Net Assets)
Berkshire Hathaway, Inc. — Class B	2.8%
Wells Fargo & Co.	2.5%
JPMorgan Chase & Co.	2.3%
Bank of America Corp.	2.1%
Citigroup, Inc.	1.9%
American Express Co.	1.4%
Goldman Sachs Group, Inc.	1.3%
American International Group, Inc.	1.3%
U.S. Bancorp	1.3%
Morgan Stanley	1.2%
Top Ten Total	18.1%

"Ten Largest Holdings" exclude any temporary cash or derivative investments.


60 \| THE RYDEX FUNDS SEMI-ANNUAL REPORT

SCHEDULE OF INVESTMENTS (Unaudited)	September 30, 2014
FINANCIAL SERVICES FUND

	Shares		Value

COMMON STOCKS† - 99.8%

DIVERSIFIED BANKING INSTITUTIONS - 10.2%
JPMorgan Chase & Co.		10,363	$	624,267
Bank of America Corp.		32,925		561,371
Citigroup, Inc.		9,997		518,045
Goldman Sachs Group, Inc.		1,996		366,406
Morgan Stanley		9,697		335,225
Deutsche Bank AG		3,930		137,000
HSBC Holdings plc ADR		2,561		130,304
Barclays plc ADR		8,178		121,116
Total Diversified Banking Institutions				2,793,734

SUPER-REGIONAL BANKS-U.S. - 8.4%
Wells Fargo & Co.		13,003		674,467
U.S. Bancorp		8,445		353,254
PNC Financial Services Group, Inc.		3,234		276,766
Capital One Financial Corp.		3,361		274,325
SunTrust Banks, Inc.		4,742		180,338
Fifth Third Bancorp		8,272		165,605
KeyCorp		10,386		138,445
Comerica, Inc.		2,454		122,356
Huntington Bancshares, Inc.		11,843		115,232
Total Super-Regional Banks-U.S.				2,300,788

MULTI-LINE INSURANCE - 7.5%
American International Group, Inc.		6,566		354,695
MetLife, Inc.		5,908		317,378
ACE Ltd.		1,962		205,755
Hartford Financial Services Group, Inc.		4,491		167,290
Loews Corp.		3,919		163,266
Allstate Corp.		2,589		158,887
XL Group plc — Class A		4,659		154,539
Voya Financial, Inc.		3,260		127,466
Cincinnati Financial Corp.		2,427		114,190
Genworth Financial, Inc. — Class A*		8,000		104,800
Assurant, Inc.		1,330		85,519
Old Republic International Corp.		5,590		79,825
Total Multi-Line Insurance				2,033,610

INVESTMENT MANAGEMENT/ADVISORY SERVICES - 6.2%
BlackRock, Inc. — Class A		911		299,100
Franklin Resources, Inc.		4,358		237,990
Ameriprise Financial, Inc.		1,542		190,252
T. Rowe Price Group, Inc.		2,393		187,611
Invesco Ltd.		4,242		167,474
Affiliated Managers Group, Inc.*		660		132,238
Legg Mason, Inc.		1,920		98,227
Eaton Vance Corp.		2,296		86,628
Waddell & Reed Financial, Inc. — Class A		1,590		82,187
NorthStar Asset Management Group Incorporated*		4,270		78,653
Janus Capital Group, Inc.		5,404		78,574
WisdomTree Investments, Inc.*		4,620	$	52,576
Total Investment Management/Advisory Services				1,691,510

REINSURANCE - 5.4%
Berkshire Hathaway, Inc. — Class B*		5,445		752,171
Everest Re Group Ltd.		858		139,004
Axis Capital Holdings Ltd.		2,650		125,425
PartnerRe Ltd.		1,140		125,275
RenaissanceRe Holdings Ltd.		1,230		122,988
Validus Holdings Ltd.		3,000		117,420
Reinsurance Group of America, Inc. — Class A		1,160		92,951
Total Reinsurance				1,475,234

REITs-DIVERSIFIED - 5.0%
American Tower Corp. — Class A		2,670		249,992
Crown Castle International Corp.		2,670		215,015
Vornado Realty Trust		1,712		171,132
Weyerhaeuser Co.		5,258		167,520
Digital Realty Trust, Inc.		1,873		116,838
Plum Creek Timber Company, Inc.		2,735		106,692
Duke Realty Corp.		5,683		97,634
Liberty Property Trust		2,650		88,139
Corrections Corporation of America		2,441		83,873
Rayonier, Inc.		2,594		80,777
Total REITs-Diversified				1,377,612

LIFE/HEALTH INSURANCE - 4.3%
Prudential Financial, Inc.		2,940		258,543
Aflac, Inc.		3,688		214,826
Principal Financial Group, Inc.		3,057		160,401
Lincoln National Corp.		2,880		154,310
Unum Group		3,473		119,402
Torchmark Corp.		1,990		104,216
Protective Life Corp.		1,360		94,398
CNO Financial Group, Inc.		4,610		78,186
Total Life/Health Insurance				1,184,282

REITs-APARTMENTS - 3.5%
Equity Residential		3,159		194,530
AvalonBay Communities, Inc.		1,234		173,957
Essex Property Trust, Inc.		751		134,241
UDR, Inc.		3,918		106,766
Camden Property Trust		1,428		97,861
Mid-America Apartment Communities, Inc.		1,350		88,628
Apartment Investment & Management Co. — Class A		2,750		87,505
American Campus Communities, Inc.		2,300		83,835
Total REITs-Apartments				967,323

COMMERCIAL BANKS-NON-U.S. - 3.5%
Itau Unibanco Holding S.A. ADR		11,915		165,379
Banco Bradesco S.A. ADR		9,928		141,474
ICICI Bank Ltd. ADR		2,727		133,896


SEE NOTES TO FINANCIAL STATEMENTS.	THE RYDEX FUNDS SEMI-ANNUAL REPORT \| 61

SCHEDULE OF INVESTMENTS (Unaudited)(continued)	September 30, 2014
FINANCIAL SERVICES FUND

	Shares		Value
Banco Santander S.A. ADR1		13,650	$	129,675
Toronto-Dominion Bank		2,620		129,402
HDFC Bank Ltd. ADR		2,729		127,117
Credicorp Ltd.		820		125,780
Total Commercial Banks-Non-U.S.				952,723

PROPERTY & CASUALTY INSURANCE - 3.4%
Travelers Companies, Inc.		2,483		233,253
Chubb Corp.		2,110		192,179
Progressive Corp.		6,316		159,668
Arch Capital Group Ltd.*		2,350		128,592
Alleghany Corp.*		250		104,538
WR Berkley Corp.		2,120		101,336
Total Property & Casualty Insurance				919,566

REITs-OFFICE PROPERTY - 3.1%
Boston Properties, Inc.		1,438		166,463
American Realty Capital Properties, Inc.		11,215		135,253
SL Green Realty Corp.		1,223		123,914
Alexandria Real Estate Equities, Inc.		1,240		91,450
Kilroy Realty Corp.		1,490		88,566
BioMed Realty Trust, Inc.		4,130		83,426
Equity Commonwealth*		2,940		75,587
Highwoods Properties, Inc.		1,890		73,521
Total REITs-Office Property				838,180

REITs-REGIONAL MALLS - 3.0%
Simon Property Group, Inc.		1,729		284,282
General Growth Properties, Inc.		7,873		185,409
Macerich Co.		1,852		118,213
Taubman Centers, Inc.		1,160		84,680
Tanger Factory Outlet Centers, Inc.		2,190		71,657
CBL & Associates Properties, Inc.		3,970		71,063
Total REITs-Regional Malls				815,304

FINANCE-INVESTMENT BANKERS/BROKERS - 2.7%
Charles Schwab Corp.		8,496		249,696
TD Ameritrade Holding Corp.		5,379		179,497
Raymond James Financial, Inc.		2,082		111,554
ETRADE Financial Corp.		4,479		101,181
LPL Financial Holdings, Inc.		1,850		85,193
Total Finance-Investment Bankers/Brokers				727,121

REITs-HEALTH CARE - 2.6%
Health Care REIT, Inc.		2,859		178,315
Ventas, Inc.		2,844		176,186
HCP, Inc.		4,404		174,883
Omega Healthcare Investors, Inc.		2,582		88,279
Senior Housing Properties Trust		4,000		83,680
Total REITs-Health Care				701,343

FIDUCIARY BANKS - 2.4%
Bank of New York Mellon Corp.		6,900		267,237
State Street Corp.		3,098		228,044
Northern Trust Corp.		2,403		163,476
Total Fiduciary Banks				658,757

INSURANCE BROKERS - 2.3%
Marsh & McLennan Companies, Inc.		4,172		218,362
Aon plc		2,233		195,767
Arthur J Gallagher & Co.		2,460		111,586
Brown & Brown, Inc.		2,860		91,949
Total Insurance Brokers				617,664

FINANCE-CREDIT CARD - 2.2%
American Express Co.		4,440		388,678
Discover Financial Services		3,432		220,986
Total Finance-Credit Card				609,664

FINANCE-OTHER SERVICES - 2.2%
CME Group, Inc. — Class A		2,650		211,881
Intercontinental Exchange, Inc.		937		182,762
NASDAQ OMX Group, Inc.		2,574		109,189
CBOE Holdings, Inc.		1,570		84,034
Total Finance-Other Services				587,866

REITs-SHOPPING CENTERS - 2.1%
Kimco Realty Corp.		5,575		122,148
Federal Realty Investment Trust		948		112,300
DDR Corp.		6,050		101,217
Regency Centers Corp.		1,640		88,281
Weingarten Realty Investors		2,640		83,160
Kite Realty Group Trust		2,480		60,115
Total REITs-Shopping Centers				567,221

REITs-MORTGAGE - 1.8%
Annaly Capital Management, Inc.		12,607		134,643
American Capital Agency Corp.		5,194		110,373
NorthStar Realty Finance Corp.		5,100		90,117
Starwood Property Trust, Inc.		4,070		89,377
Two Harbors Investment Corp.		7,860		76,006
Total REITs-Mortgage				500,516

REAL ESTATE MANAGEMENT/SERVICES - 1.5%
CBRE Group, Inc. — Class A*		4,330		128,774
WP Carey, Inc.		1,540		98,206
Realogy Holdings Corp.*		2,590		96,348
Jones Lang LaSalle, Inc.		750		94,755
Total Real Estate Management/Services				418,083

REITs-HOTELS - 1.4%
Host Hotels & Resorts, Inc.		7,627		162,684
RLJ Lodging Trust		2,760		78,577
LaSalle Hotel Properties		2,290		78,410
Sunstone Hotel Investors, Inc.		4,960		68,547
Total REITs-Hotels				388,218


62 \| THE RYDEX FUNDS SEMI-ANNUAL REPORT	SEE NOTES TO FINANCIAL STATEMENTS.

SCHEDULE OF INVESTMENTS (Unaudited)(continued)	September 30, 2014
FINANCIAL SERVICES FUND

	Shares		Value
COMMERICAL SERVICES-FINANCE - 1.4%
McGraw Hill Financial, Inc.		2,320	$	195,924
Moody's Corp.		1,899		179,456
Total Commerical Services-Finance				375,380

COMMERCIAL BANKS-EASTERN U.S. - 1.4%
M&T Bank Corp.		1,299		160,154
CIT Group, Inc.		2,599		119,450
Signature Bank*		850		95,251
Total Commercial Banks-Eastern U.S.				374,855

COMMERICAL BANKS-SOUTHERN U.S. - 1.3%
BB&T Corp.		5,665		210,795
Regions Financial Corp.		15,130		151,905
Total Commerical Banks-Southern U.S.				362,700

SAVINGS & LOANS/THRIFTS-EASTERN U.S. - 1.3%
New York Community Bancorp, Inc.		6,770		107,440
Hudson City Bancorp, Inc.		9,446		91,815
People's United Financial, Inc.		5,975		86,458
First Niagara Financial Group, Inc.		8,281		68,981
Total Savings & Loans/Thrifts-Eastern U.S.				354,694

FINANCIAL GUARANTEE INSURANCE - 1.2%
Assured Guaranty Ltd.		5,860		129,858
Radian Group, Inc.		4,670		66,594
MGIC Investment Corp.*		8,490		66,307
MBIA, Inc.*		5,830		53,519
Total Financial Guarantee Insurance				316,278

REITs-STORAGE - 1.1%
Public Storage		1,298		215,261
Extra Space Storage, Inc.		1,890		97,467
Total REITs-Storage				312,728

REITs-SINGLE TENANT - 1.1%
Realty Income Corp.		3,084		125,796
National Retail Properties, Inc.		2,465		85,215
Spirit Realty Capital, Inc.		7,732		84,820
Total REITs-Single Tenant				295,831

COMMERCIAL BANKS-WESTERN U.S. - 1.0%
First Republic Bank		2,230		110,117
SVB Financial Group*		850		95,277
PacWest Bancorp		1,940		79,986
Total Commercial Banks-Western U.S.				285,380

FINANCE-CONSUMER LOANS - 1.0%
Navient Corp.		6,310		111,749
SLM Corp.		9,287		79,497
Ocwen Financial Corp.*		2,787		72,964
Total Finance-Consumer Loans				264,210

INVESTMENT COMPANIES - 0.9%
Ares Capital Corp.		5,889		95,166
American Capital Ltd.*		5,750		81,420
Prospect Capital Corp.1		7,580		75,042
Total Investment Companies				251,628

REITs-WAREHOUSE/INDUSTRIES - 0.9%
Prologis, Inc.		4,715		177,756
DCT Industrial Trust, Inc.		8,930		67,064
Total REITs-Warehouse/Industries				244,820

COMMERCIAL BANKS-SOUTHERN U.S. - 0.5%
Synovus Financial Corp.		3,120		73,757
First Horizon National Corp.		5,707		70,082
Total Commercial Banks-Southern U.S.				143,839

DIVERSIFIED OPERATIONS - 0.4%
Leucadia National Corp.		5,012		119,486

FINANCE-MORTGAGE LOAN/BANKER - 0.4%
FNF Group		4,070		112,902

COMMERICAL BANKS-WESTERN U.S. - 0.4%
Zions Bancorporation		3,430		99,676

COMMERCIAL BANKS-CENTRAL U.S. - 0.3%
Cullen/Frost Bankers, Inc.		1,130		86,456

CASINO SERVICES - 0.3%
Gaming and Leisure Properties, Inc.		2,460		76,014

CHEMICALS-FIBERS - 0.2%
Rayonier Advanced Materials, Inc.1		1,561		51,373

Total Common Stocks
(Cost $21,432,823)				27,254,569

	Face Amount

REPURCHASE AGREEMENTS††,2 - 0.5%
UMB Financial Corp. issued 09/30/14 at 0.00% due 10/01/14	$	59,722		59,722
HSBC Group issued 09/30/14 at 0.00% due 10/01/14		24,595		24,595
RBC Capital Markets issued 09/30/14 at (0.05)% due 10/01/14		24,595		24,595
Mizuho Financial Group, Inc. issued 09/30/14 at 0.01% due 10/01/14		24,595		24,595
Total Repurchase Agreements
(Cost $133,507)				133,507


SEE NOTES TO FINANCIAL STATEMENTS.	THE RYDEX FUNDS SEMI-ANNUAL REPORT \| 63

SCHEDULE OF INVESTMENTS (Unaudited)(concluded)	September 30, 2014
FINANCIAL SERVICES FUND

	Face Amount		Value

SECURITIES LENDING COLLATERAL††,3 - 0.6%
Repurchase Agreements
HSBC Securities, Inc. issued 09/30/14 at 0.00% due 10/01/14	$	140,385	$	140,385
BNP Paribas Securities Corp. issued 09/30/14 at 0.00% due 10/01/14		23,014		23,014
Total Securities Lending Collateral
(Cost $163,399)				163,399

Total Investments - 100.9%
(Cost $21,729,729)			$	27,551,475
Other Assets & Liabilities, net - (0.9)%				(232,488	)
Total Net Assets - 100.0%			$	27,318,987

*	Non-income producing security.
†	Value determined based on Level 1 inputs — See Note 4.
††	Value determined based on Level 2 inputs — See Note 4.
1	All or portion of this security is on loan at September 30, 2014 — See Note 6.
2	Repurchase Agreements — See Note 5.
3	Securities lending collateral — See Note 6.
	ADR — American Depositary Receipt
	plc — Public Limited Company
	REIT — Real Estate Investment Trust


64 \| THE RYDEX FUNDS SEMI-ANNUAL REPORT	SEE NOTES TO FINANCIAL STATEMENTS.

FINANCIAL SERVICES FUND

STATEMENT OF ASSETS AND LIABILITIES (Unaudited)
September 30, 2014

Assets:
Investments, at value - including $185,651 of securities loaned (cost $21,432,823)	$	27,254,569
Repurchase agreements, at value (cost $296,906)		296,906
Total investments (cost $21,729,729)		27,551,475
Segregated cash with broker		26,776
Cash		2,322
Receivables:
Securities sold		718,229
Dividends		48,083
Fund shares sold		12,014
Securities lending income		67
Total assets		28,358,966

Liabilities:
Payable for:
Fund shares redeemed		808,723
Upon return of securities loaned		190,175
Management fees		19,010
Transfer agent and administrative fees		5,591
Distribution and service fees		3,964
Portfolio accounting fees		2,236
Miscellaneous		10,280
Total liabilities		1,039,979
Net assets	$	27,318,987

Net assets consist of:
Paid in capital	$	25,346,853
Undistributed net investment income		213,172
Accumulated net realized loss on investments		(4,062,784	)
Net unrealized appreciation on investments		5,821,746
Net assets	$	27,318,987

Investor Class:
Net assets	$	17,717,603
Capital shares outstanding		163,614
Net asset value per share	$	108.29

Advisor Class:
Net assets	$	5,844,673
Capital shares outstanding		58,361
Net asset value per share	$	100.15

A-Class:
Net assets	$	2,317,809
Capital shares outstanding		22,528
Net asset value per share	$	102.88
Maximum offering price per share (Net asset value divided by 95.25%)	$	108.01

C-Class:
Net assets	$	1,438,902
Capital shares outstanding		15,233
Net asset value per share	$	94.46

STATEMENT OF OPERATIONS (Unaudited)
Period Ended September 30, 2014

Investment Income:
Dividends (net of foreign withholding tax of $721)	$	243,909
Income from securities lending, net		106
Interest		9
Total investment income		244,024

Expenses:
Management fees		97,509
Transfer agent and administrative fees		28,679
Distribution and service fees:
Advisor Class		13,118
A-Class		3,913
C-Class		6,793
Portfolio accounting fees		11,471
Custodian fees		1,342
Trustees' fees*		947
Tax expense		85
Line of credit interest expense		73
Miscellaneous		16,441
Total expenses		180,371
Net investment income		63,653

Net Realized and Unrealized Gain (Loss):
Net realized gain (loss) on:
Investments		590,749
Net realized gain		590,749
Net change in unrealized appreciation (depreciation) on:
Investments		(972,607	)
Net change in unrealized appreciation (depreciation)		(972,607	)
Net realized and unrealized loss		(381,858	)
Net decrease in net assets resulting from operations	$	(318,205	)

*	Relates to Trustees not deemed "interested persons" within the meaning of Section 2(a)(19) of the 1940 Act.


SEE NOTES TO FINANCIAL STATEMENTS.	THE RYDEX FUNDS SEMI-ANNUAL REPORT \| 65

FINANCIAL SERVICES FUND

STATEMENTS OF CHANGES IN NET ASSETS

	Period Ended September 30, 2014 (Unaudited)			Year Ended March 31, 2014
Increase (Decrease) in Net Assets from Operations:
Net investment income	$	63,653		$	147,974
Net realized gain on investments		590,749			2,155,894
Net change in unrealized appreciation (depreciation) on investments		(972,607	)		512,726
Net increase (decrease) in net assets resulting from operations		(318,205	)		2,816,594

Distributions to shareholders from:
Net investment income
Investor Class		—			(79,512	)
Advisor Class		—			(17,906	)
A-Class		—			(40,320	)
C-Class		—			(7,809	)
Total distributions to shareholders		—			(145,547	)

Capital share transactions:
Proceeds from sale of shares
Investor Class		38,597,507			87,025,488
Advisor Class		5,043,990			9,891,676
A-Class		4,669,589			16,249,371
C-Class		12,624,914			21,219,453
Distributions reinvested
Investor Class		—			78,044
Advisor Class		—			17,860
A-Class		—			35,520
C-Class		—			7,710
Cost of shares redeemed
Investor Class		(38,236,293	)		(87,847,468	)
Advisor Class		(3,851,002	)		(12,957,819	)
A-Class		(9,984,179	)		(10,980,642	)
C-Class		(12,247,715	)		(21,766,316	)
Net increase (decrease) from capital share transactions		(3,383,189	)		972,877
Net increase (decrease) in net assets		(3,701,394	)		3,643,924

Net assets:
Beginning of period		31,020,381			27,376,457
End of period	$	27,318,987		$	31,020,381
Undistributed net investment income at end of period	$	213,172		$	149,519

Capital share activity:
Shares sold
Investor Class		354,721			880,833
Advisor Class		50,614			107,616
A-Class		44,984			170,038
C-Class		134,079			243,282
Shares issued from reinvestment of distributions
Investor Class		—			774
Advisor Class		—			191
A-Class		—			370
C-Class		—			87
Shares redeemed
Investor Class		(357,820	)		(902,467	)
Advisor Class		(38,844	)		(145,268	)
A-Class		(98,722	)		(115,259	)
C-Class		(130,142	)		(250,011	)
Net decrease in shares		(41,130	)		(9,814	)


66 \| THE RYDEX FUNDS SEMI-ANNUAL REPORT	SEE NOTES TO FINANCIAL STATEMENTS.

FINANCIAL SERVICES FUND

FINANCIAL HIGHLIGHTS

This table is presented to show selected data for a share outstanding throughout each period and to assist shareholders in evaluating a Fund's performance for the periods presented.

Investor Class	Period Ended September 30, 2014^a			Year Ended March 31, 2014			Year Ended March 28, 2013			Year Ended March 31, 2012			Year Ended March 31, 2011			Year Ended March 31, 2010
Per Share Data
Net asset value, beginning of period	$	106.10		$	90.67		$	78.47		$	81.18		$	75.23		$	44.37
Income (loss) from investment operations:
Net investment income (loss)^b		.41			.78			.76			.61			.15			.41
Net gain (loss) on investments (realized and unrealized)		1.78			15.21			11.99			(3.29	)		6.75			31.07
Total from investment operations		2.19			15.99			12.75			(2.68	)		6.90			31.48
Less distributions from:
Net investment income		—			(.56	)		(.55	)		(.03	)		(.95	)		(.62	)
Total distributions		—			(.56	)		(.55	)		(.03	)		(.95	)		(.62	)
Net asset value, end of period	$	108.29		$	106.10		$	90.67		$	78.47		$	81.18		$	75.23

Total Return^c		2.06	%		17.67	%		16.37	%		(3.31	%)		9.33	%		71.12	%
Ratios/Supplemental Data
Net assets, end of period (in thousands)	$	17,718		$	17,688		$	17,007		$	19,973		$	4,885		$	26,364
Ratios to average net assets:
Net investment income (loss)		0.75	%		0.81	%		0.95	%		0.86	%		0.19	%		0.64	%
Total expenses		1.36	%		1.37	%		1.36	%		1.34	%		1.39	%		1.38	%
Portfolio turnover rate		186	%		414	%		590	%		970	%		601	%		447	%

Advisor Class	Period Ended September 30, 2014^a			Year Ended March 31, 2014			Year Ended March 28, 2013			Year Ended March 31, 2012			Year Ended March 31, 2011			Year Ended March 31, 2010
Per Share Data
Net asset value, beginning of period	$	98.37		$	84.51		$	73.53		$	76.47		$	71.29		$	42.28
Income (loss) from investment operations:
Net investment income (loss)^b		.15			.24			.22			.26			(.14	)		.12
Net gain (loss) on investments (realized and unrealized)		1.63			14.18			11.31			(3.17	)		6.27			29.51
Total from investment operations		1.78			14.42			11.53			(2.91	)		6.13			29.63
Less distributions from:
Net investment income		—			(.56	)		(.55	)		(.03	)		(.95	)		(.62	)
Total distributions		—			(.56	)		(.55	)		(.03	)		(.95	)		(.62	)
Net asset value, end of period	$	100.15		$	98.37		$	84.51		$	73.53		$	76.47		$	71.29

Total Return^c		1.81	%		17.10	%		15.80	%		(3.80	%)		8.76	%		70.26	%
Ratios/Supplemental Data
Net assets, end of period (in thousands)	$	5,845		$	4,583		$	7,103		$	4,243		$	3,634		$	3,285
Ratios to average net assets:
Net investment income (loss)		0.29	%		0.26	%		0.29	%		0.37	%		(0.20	%)		0.21	%
Total expenses		1.87	%		1.87	%		1.85	%		1.85	%		1.89	%		1.88	%
Portfolio turnover rate		186	%		414	%		590	%		970	%		601	%		447	%


SEE NOTES TO FINANCIAL STATEMENTS.	THE RYDEX FUNDS SEMI-ANNUAL REPORT \| 67

FINANCIAL SERVICES FUND

FINANCIAL HIGHLIGHTS (concluded)

This table is presented to show selected data for a share outstanding throughout each period and to assist shareholders in evaluating a Fund's performance for the periods presented.

A-Class	Period Ended September 30, 2014^a			Year Ended March 31, 2014			Year Ended March 28, 2013			Year Ended March 31, 2012			Year Ended March 31, 2011			Year Ended March 31, 2010
Per Share Data
Net asset value, beginning of period	$	100.94		$	86.48		$	75.07		$	77.87		$	72.38		$	42.80
Income (loss) from investment operations:
Net investment income (loss)^b		.25			.58			.51			.45			(.01	)		.30
Net gain (loss) on investments (realized and unrealized)		1.69			14.44			11.45			(3.22	)		6.45			29.90
Total from investment operations		1.94			15.02			11.96			(2.77	)		6.44			30.20
Less distributions from:
Net investment income		—			(.56	)		(.55	)		(.03	)		(.95	)		(.62	)
Total distributions		—			(.56	)		(.55	)		(.03	)		(.95	)		(.62	)
Net asset value, end of period	$	102.88		$	100.94		$	86.48		$	75.07		$	77.87		$	72.38

Total Return^c		1.92	%		17.41	%		16.06	%		(3.57	%)		9.06	%		70.74	%
Ratios/Supplemental Data
Net assets, end of period (in thousands)	$	2,318		$	7,698		$	1,826		$	632		$	1,782		$	1,408
Ratios to average net assets:
Net investment income (loss)		0.50	%		0.62	%		0.66	%		0.64	%		(0.01	%)		0.50	%
Total expenses		1.61	%		1.62	%		1.61	%		1.61	%		1.64	%		1.63	%
Portfolio turnover rate		186	%		414	%		590	%		970	%		601	%		447	%

C-Class	Period Ended September 30, 2014^a			Year Ended March 31, 2014			Year Ended March 28, 2013			Year Ended March 31, 2012			Year Ended March 31, 2011			Year Ended March 31, 2010
Per Share Data
Net asset value, beginning of period	$	93.02		$	80.30		$	70.26		$	73.42		$	68.79		$	41.01
Income (loss) from investment operations:
Net investment income (loss)^b		(.11	)		(.16	)		.03			(.12	)		(.49	)		(.24	)
Net gain (loss) on investments (realized and unrealized)		1.55			13.44			10.56			(3.01	)		6.07			28.64
Total from investment operations		1.44			13.28			10.59			(3.13	)		5.58			28.40
Less distributions from:
Net investment income		—			(.56	)		(.55	)		(.03	)		(.95	)		(.62	)
Total distributions		—			(.56	)		(.55	)		(.03	)		(.95	)		(.62	)
Net asset value, end of period	$	94.46		$	93.02		$	80.30		$	70.26		$	73.42		$	68.79

Total Return^c		1.55	%		16.58	%		15.21	%		(4.27	%)		8.28	%		69.44	%
Ratios/Supplemental Data
Net assets, end of period (in thousands)	$	1,439		$	1,051		$	1,440		$	817		$	1,114		$	1,942
Ratios to average net assets:
Net investment income (loss)		(0.23	%)		(0.18	%)		0.04	%		(0.18	%)		(0.72	%)		(0.40	%)
Total expenses		2.37	%		2.37	%		2.36	%		2.36	%		2.39	%		2.38	%
Portfolio turnover rate		186	%		414	%		590	%		970	%		601	%		447	%

^a	Unaudited figures for the period ended September 30, 2014. Percentage amounts for the period, except total return and portfolio turnover rate, have been annualized.
^b	Net investment income (loss) per share was computed using average shares outstanding throughout the period.
^c	Total return does not reflect the impact of any applicable sales charges and has not been annualized.


68 \| THE RYDEX FUNDS SEMI-ANNUAL REPORT	SEE NOTES TO FINANCIAL STATEMENTS.

FUND PROFILE (Unaudited)

September 30, 2014

HEALTH CARE FUND

OBJECTIVE: Seeks to provide capital appreciation by investing in companies that are involved in the health care industry ("Health Care Companies").

Holdings Diversification (Market Exposure as % of Net Assets)

"Holdings Diversification (Market Exposure as % of Net Assets)" excludes any temporary cash investments.

Inception Dates:
Investor Class	April 17, 1998
Advisor Class	May 11, 1998
A-Class	September 1, 2004
C-Class	March 30, 2001

Ten Largest Holdings (% of Total Net Assets)
Johnson & Johnson	3.4%
Pfizer, Inc.	2.7%
Merck & Company, Inc.	2.6%
Gilead Sciences, Inc.	2.6%
Amgen, Inc.	2.0%
AbbVie, Inc.	1.9%
Bristol-Myers Squibb Co.	1.8%
UnitedHealth Group, Inc.	1.8%
Biogen Idec, Inc.	1.8%
Celgene Corp.	1.8%
Top Ten Total	22.4%

"Ten Largest Holdings" exclude any temporary cash or derivative investments.


	THE RYDEX FUNDS SEMI-ANNUAL REPORT \| 69

SCHEDULE OF INVESTMENTS (Unaudited)	September 30, 2014
HEALTH CARE FUND

	Shares		Value

COMMON STOCKS† - 100.4%

MEDICAL-DRUGS - 29.3%
Johnson & Johnson		43,706	$	4,658,622
Pfizer, Inc.		121,522		3,593,405
Merck & Company, Inc.		59,120		3,504,633
AbbVie, Inc.		43,549		2,515,389
Bristol-Myers Squibb Co.		48,556		2,485,096
Eli Lilly & Co.		34,948		2,266,378
Allergan, Inc.		11,608		2,068,430
Abbott Laboratories		49,690		2,066,607
Valeant Pharmaceuticals International, Inc.*		14,366		1,884,819
Shire plc ADR		5,772		1,495,237
Zoetis, Inc.		31,500		1,163,925
GlaxoSmithKline plc ADR		24,297		1,116,933
Endo International plc*		16,093		1,099,796
AstraZeneca plc ADR		14,288		1,020,735
Mallinckrodt plc*		9,831		886,265
Novartis AG ADR		9,251		870,797
Jazz Pharmaceuticals plc*		5,400		867,024
Salix Pharmaceuticals Ltd.*		5,176		808,698
Novo Nordisk A/S ADR		15,900		757,158
Alkermes plc*		17,372		744,738
Quintiles Transnational Holdings, Inc.*		12,939		721,737
OPKO Health, Inc.*,1		73,380		624,464
Akorn, Inc.*		14,800		536,796
Pacira Pharmaceuticals, Inc.*		5,100		494,292
ACADIA Pharmaceuticals, Inc.*,1		16,700		413,492
Clovis Oncology, Inc.*		7,455		338,159
Keryx Biopharmaceuticals, Inc.*,1		22,674		311,768
Auxilium Pharmaceuticals, Inc.*		9,400		280,590
Total Medical-Drugs				39,595,983

MEDICAL-BIOMEDICAL/GENETICS - 20.5%
Gilead Sciences, Inc.*		32,473		3,456,751
Amgen, Inc.		19,653		2,760,460
Biogen Idec, Inc.*		7,323		2,422,522
Celgene Corp.*		25,379		2,405,422
Regeneron Pharmaceuticals, Inc.*		4,434		1,598,546
Alexion Pharmaceuticals, Inc.*		9,591		1,590,380
Vertex Pharmaceuticals, Inc.*		13,605		1,527,978
Illumina, Inc.*		7,614		1,248,087
BioMarin Pharmaceutical, Inc.*		12,732		918,741
Incyte Corp.*		16,227		795,934
Medivation, Inc.*		7,582		749,632
Puma Biotechnology, Inc.*		2,800		667,996
United Therapeutics Corp.*		5,156		663,319
Alnylam Pharmaceuticals, Inc.*		8,345		651,745
Cubist Pharmaceuticals, Inc.*		9,363		621,141
Myriad Genetics, Inc.*,1		15,700		605,549
Intercept Pharmaceuticals, Inc.*		2,500		591,725
Isis Pharmaceuticals, Inc.*		14,671		569,675
Seattle Genetics, Inc.*		14,933		555,209
NPS Pharmaceuticals, Inc.*		19,209		499,434
Charles River Laboratories International, Inc.*		7,653		457,190
Theravance, Inc.1		22,000		375,980
Exact Sciences Corp.*,1		19,300		374,034
Medicines Co.*		13,861		309,378
PDL BioPharma, Inc.1		39,543		295,386
Celldex Therapeutics, Inc.*		22,100		286,416
Arena Pharmaceuticals, Inc.*,1		65,107		272,798
Aegerion Pharmaceuticals, Inc.*		7,955		265,538
ARIAD Pharmaceuticals, Inc.*,1		48,226		260,420
Total Medical-Biomedical/Genetics				27,797,386

MEDICAL PRODUCTS - 9.0%
Baxter International, Inc.		23,697		1,700,733
Covidien plc		17,520		1,515,655
Stryker Corp.		18,325		1,479,744
Becton Dickinson and Co.		11,203		1,275,013
Zimmer Holdings, Inc.		11,051		1,111,178
Henry Schein, Inc.*		7,334		854,191
CareFusion Corp.*		17,826		806,627
Hospira, Inc.*		15,253		793,614
Varian Medical Systems, Inc.*		9,837		788,140
Cooper Companies, Inc.		4,770		742,928
Sirona Dental Systems, Inc.*		7,522		576,787
Teleflex, Inc.		5,380		565,115
Total Medical Products				12,209,725

MEDICAL-HMO - 7.3%
UnitedHealth Group, Inc.		28,440		2,452,949
WellPoint, Inc.		12,959		1,550,156
Aetna, Inc.		17,769		1,439,289
Cigna Corp.		14,112		1,279,817
Humana, Inc.		9,242		1,204,140
Centene Corp.*		7,360		608,746
Health Net, Inc.*		11,316		521,781
WellCare Health Plans, Inc.*		7,300		440,482
Molina Healthcare, Inc.*		8,800		372,240
Total Medical-HMO				9,869,600

MEDICAL INSTRUMENTS - 5.2%
Medtronic, Inc.		32,712		2,026,508
St. Jude Medical, Inc.		18,337		1,102,604
Intuitive Surgical, Inc.*		2,361		1,090,357
Boston Scientific Corp.*		89,864		1,061,294
Edwards Lifesciences Corp.*		8,734		892,178
DexCom, Inc.*		11,800		471,882
Thoratec Corp.*		12,690		339,204
Total Medical Instruments				6,984,027

MEDICAL-GENERIC DRUGS - 4.4%
Actavis plc*		9,084		2,191,788
Teva Pharmaceutical Industries Ltd. ADR		25,667		1,379,601
Perrigo Company plc		8,294		1,245,676


70 \| THE RYDEX FUNDS SEMI-ANNUAL REPORT	SEE NOTES TO FINANCIAL STATEMENTS.

SCHEDULE OF INVESTMENTS (Unaudited)(continued)	September 30, 2014
HEALTH CARE FUND

	Shares		Value
Mylan, Inc.*		23,652	$	1,075,929
Total Medical-Generic Drugs				5,892,994

MEDICAL-WHOLESALE DRUG DISTRIBUTION - 3.2%
McKesson Corp.		9,407		1,831,260
Cardinal Health, Inc.		18,428		1,380,626
AmerisourceBergen Corp. — Class A		14,860		1,148,678
Total Medical-Wholesale Drug Distribution				4,360,564

MEDICAL-HOSPITALS - 3.1%
HCA Holdings, Inc.*		21,317		1,503,275
Universal Health Services, Inc. — Class B		8,176		854,392
Community Health Systems, Inc.*		12,325		675,287
Tenet Healthcare Corp.*		10,800		641,412
LifePoint Hospitals, Inc.*		6,800		470,492
Total Medical-Hospitals				4,144,858

PHARMACY SERVICES - 2.5%
Express Scripts Holding Co.*		27,096		1,913,790
Catamaran Corp.*		18,190		766,709
Omnicare, Inc.		10,779		671,101
Total Pharmacy Services				3,351,600

INSTRUMENTS-SCIENTIFIC - 2.4%
Thermo Fisher Scientific, Inc.		15,524		1,889,270
Waters Corp.*		7,897		782,750
PerkinElmer, Inc.		13,923		607,043
Total Instruments-Scientific				3,279,063

MEDICAL INFORMATION SYSTEM - 2.0%
Cerner Corp.*		20,544		1,223,806
athenahealth, Inc.*		4,880		642,647
Medidata Solutions, Inc.*		9,800		434,042
Allscripts Healthcare Solutions, Inc.*		30,410		407,950
Total Medical Information System				2,708,445

MEDICAL LABS & TESTING SERVICES - 1.6%
Laboratory Corporation of America Holdings*		7,750		788,563
Quest Diagnostics, Inc.		12,844		779,374
Covance, Inc.*		7,172		564,436
Total Medical Labs & Testing Services				2,132,373

DENTAL SUPPLIES & EQUIPMENTS - 1.3%
DENTSPLY International, Inc.		14,802		674,971
Patterson Companies, Inc.		13,900		575,877
Align Technology, Inc.*		10,664		551,116
Total Dental Supplies & Equipments				1,801,964

THERAPEUTICS - 0.9%
Pharmacyclics, Inc.*		6,800		798,524
MannKind Corp.*,1		71,100		420,201
Total Therapeutics				1,218,725

ELECTRONIC MEASURING INSTRUMENTS - 0.8%
Agilent Technologies, Inc.		20,214		1,151,794

DIAGNOSTIC KITS - 0.8%
IDEXX Laboratories, Inc.*		5,627		663,030
Alere, Inc.*		12,031		466,562
Total Diagnostic Kits				1,129,592

DIALYSIS CENTERS - 0.8%
DaVita HealthCare Partners, Inc.*		14,757		1,079,327

DISPOSABLE MEDICAL PRODUCTS - 0.6%
CR Bard, Inc.		6,199		884,659

INSTRUMENTS-CONTROLS - 0.5%
Mettler-Toledo International, Inc.*		2,850		729,971

RESPIRATORY PRODUCTS - 0.5%
ResMed, Inc.1		14,409		709,931

X-RAY EQUIPMENT - 0.5%
Hologic, Inc.*		28,670		697,541

RETIREMENT/AGED CARE - 0.5%
Brookdale Senior Living, Inc. — Class A*		20,331		655,065

PHYSICAL PRACTICE MANAGEMENT - 0.5%
MEDNAX, Inc.*		11,840		649,069

HUMAN RESOURCES - 0.4%
Team Health Holdings, Inc.*		9,400		545,106

RESEARCH & DEVELOPMENT - 0.4%
PAREXEL International Corp.*		8,100		511,029

VETERINARY DIAGNOSTICS - 0.4%
VCA, Inc.*		12,540		493,198

DIAGNOSTIC EQUIPMENT - 0.4%
Cepheid*		10,821		476,449

MEDICAL-OUTPATIENT/HOME MEDICINE - 0.3%
Air Methods Corp.*		7,400		411,070

DIVERSIFIED OPERATIONS/COMMERCIAL SERVICES - 0.3%
Chemed Corp.		3,500		360,150

Total Common Stocks
(Cost $89,497,083)				135,831,258


SEE NOTES TO FINANCIAL STATEMENTS.	THE RYDEX FUNDS SEMI-ANNUAL REPORT \| 71

SCHEDULE OF INVESTMENTS (Unaudited)(concluded)	September 30, 2014
HEALTH CARE FUND

	Face Amount		Value

REPURCHASE AGREEMENTS††,2 - 0.6%
UMB Financial Corp. issued 09/30/14 at 0.00% due 10/01/14	$	390,627	$	390,627
RBC Capital Markets issued 09/30/14 at (0.05)% due 10/01/14		160,871		160,871
HSBC Group issued 09/30/14 at 0.00% due 10/01/14		160,871		160,871
Mizuho Financial Group, Inc. issued 09/30/14 at 0.01% due 10/01/14		160,871		160,871
Total Repurchase Agreements
(Cost $873,240)				873,240

SECURITIES LENDING COLLATERAL††,3 - 2.2%
Repurchase Agreements
HSBC Securities, Inc. issued 09/30/14 at 0.00% due 10/01/14		2,521,599	$	2,521,599
BNP Paribas Securities Corp. issued 09/30/14 at 0.00% due 10/01/14		413,377		413,377
Total Securities Lending Collateral
(Cost $2,934,976)				2,934,976

Total Investments - 103.2%
(Cost $93,305,299)			$	139,639,474
Other Assets & Liabilities, net - (3.2)%				(4,308,733	)
Total Net Assets - 100.0%			$	135,330,741

*	Non-income producing security.
†	Value determined based on Level 1 inputs — See Note 4.
††	Value determined based on Level 2 inputs — See Note 4.
1	All or portion of this security is on loan at September 30, 2014 — See Note 6.
2	Repurchase Agreements — See Note 5.
3	Securities lending collateral — See Note 6.
	ADR — American Depositary Receipt
	plc — Public Limited Company


72 \| THE RYDEX FUNDS SEMI-ANNUAL REPORT	SEE NOTES TO FINANCIAL STATEMENTS.

HEALTH CARE FUND

STATEMENT OF ASSETS AND LIABILITIES (Unaudited)
September 30, 2014

Assets:
Investments, at value - including $3,255,831 of securities loaned (cost $89,497,083)	$	135,831,258
Repurchase agreements, at value (cost $3,808,216)		3,808,216
Total investments (cost $93,305,299)		139,639,474
Cash		756,798
Segregated cash with broker		480,954
Receivables:
Fund shares sold		3,260,790
Securities sold		797,654
Dividends		75,074
Securities lending income		10,442
Total assets		145,021,186

Liabilities:
Payable for:
Fund shares redeemed		6,061,884
Upon return of securities loaned		3,415,930
Management fees		91,005
Transfer agent and administrative fees		26,766
Distribution and service fees		23,660
Portfolio accounting fees		10,706
Miscellaneous		60,494
Total liabilities		9,690,445
Net assets	$	135,330,741

Net assets consist of:
Paid in capital	$	95,114,520
Accumulated net investment loss		(313,325	)
Accumulated net realized loss on investments		(5,804,629	)
Net unrealized appreciation on investments		46,334,175
Net assets	$	135,330,741

Investor Class:
Net assets	$	81,099,838
Capital shares outstanding		2,686,955
Net asset value per share	$	30.18

Advisor Class:
Net assets	$	33,494,419
Capital shares outstanding		1,211,422
Net asset value per share	$	27.65

A-Class:
Net assets	$	12,678,970
Capital shares outstanding		447,132
Net asset value per share	$	28.36
Maximum offering price per share (Net asset value divided by 95.25%)	$	29.77

C-Class:
Net assets	$	8,057,514
Capital shares outstanding		308,306
Net asset value per share	$	26.13

STATEMENT OF OPERATIONS (Unaudited)
Period Ended September 30, 2014

Investment Income:
Dividends	$	603,651
Income from securities lending, net		82,623
Interest		41
Total investment income		686,315

Expenses:
Management fees		532,152
Transfer agent and administrative fees		156,515
Distribution and service fees:
Advisor Class		93,087
A-Class		11,254
C-Class		39,742
Portfolio accounting fees		62,605
Custodian fees		7,320
Trustees' fees*		5,062
Tax expense		1,187
Line of credit interest expense		58
Miscellaneous		90,658
Total expenses		999,640
Net investment loss		(313,325	)

Net Realized and Unrealized Gain (Loss):
Net realized gain (loss) on:
Investments		462,921
Net realized gain		462,921
Net change in unrealized appreciation (depreciation) on:
Investments		8,942,551
Net change in unrealized appreciation (depreciation)		8,942,551
Net realized and unrealized gain		9,405,472
Net increase in net assets resulting from operations	$	9,092,147

*	Relates to Trustees not deemed "interested persons" within the meaning of Section 2(a)(19) of the 1940 Act.


SEE NOTES TO FINANCIAL STATEMENTS.	THE RYDEX FUNDS SEMI-ANNUAL REPORT \| 73

HEALTH CARE FUND

STATEMENTS OF CHANGES IN NET ASSETS

	Period Ended September 30, 2014 (Unaudited)			Year Ended March 31, 2014
Increase (Decrease) in Net Assets from Operations:
Net investment loss	$	(313,325	)	$	(254,146	)
Net realized gain on investments		462,921			20,336,238
Net change in unrealized appreciation (depreciation) on investments		8,942,551			7,106,133
Net increase in net assets resulting from operations		9,092,147			27,188,225

Distributions to shareholders from:
Net investment income
Investor Class		—			(89,982	)
Advisor Class		—			(7,552	)
A-Class		—			(7,852	)
C-Class		—			(7,895	)
Net realized gains
Investor Class		—			(3,786,592	)
Advisor Class		—			(317,778	)
A-Class		—			(326,428	)
C-Class		—			(332,239	)
Total distributions to shareholders		—			(4,876,318	)

Capital share transactions:
Proceeds from sale of shares
Investor Class		127,652,368			324,677,607
Advisor Class		45,897,237			76,308,656
A-Class		15,724,635			20,247,591
C-Class		11,027,379			33,842,495
Distributions reinvested
Investor Class		—			3,851,003
Advisor Class		—			323,914
A-Class		—			330,789
C-Class		—			328,744
Cost of shares redeemed
Investor Class		(149,681,870	)		(354,047,641	)
Advisor Class		(53,719,258	)		(42,786,393	)
A-Class		(11,657,137	)		(17,317,347	)
C-Class		(10,919,588	)		(32,535,770	)
Net increase (decrease) from capital share transactions		(25,676,234	)		13,223,648
Net increase (decrease) in net assets		(16,584,087	)		35,535,555

Net assets:
Beginning of period		151,914,828			116,379,273
End of period	$	135,330,741		$	151,914,828
Accumulated net investment loss at end of period	$	(313,325	)	$	—

Capital share activity:
Shares sold
Investor Class		4,444,320			12,765,655
Advisor Class		1,750,737			3,036,456
A-Class		581,552			823,789
C-Class		442,897			1,521,467
Shares issued from reinvestment of distributions
Investor Class		—			148,573
Advisor Class		—			13,587
A-Class		—			13,557
C-Class		—			14,527
Shares redeemed
Investor Class		(5,295,038	)		(14,053,114	)
Advisor Class		(2,048,809	)		(1,714,436	)
A-Class		(437,325	)		(707,448	)
C-Class		(437,522	)		(1,464,775	)
Net increase (decrease) in shares		(999,188	)		397,838


74 \| THE RYDEX FUNDS SEMI-ANNUAL REPORT	SEE NOTES TO FINANCIAL STATEMENTS.

HEALTH CARE FUND

FINANCIAL HIGHLIGHTS

This table is presented to show selected data for a share outstanding throughout each period and to assist shareholders in evaluating a Fund's performance for the periods presented.

Investor Class	Period Ended September 30, 2014^a			Year Ended March 31, 2014			Year Ended March 28, 2013			Year Ended March 31, 2012			Year Ended March 31, 2011			Year Ended March 31, 2010
Per Share Data
Net asset value, beginning of period	$	27.76		$	22.35		$	18.83		$	17.14		$	15.80		$	11.20
Income (loss) from investment operations:
Net investment income (loss)^b		(.04	)		(.03	)		.09			.01			(.02	)		(.01	)
Net gain (loss) on investments (realized and unrealized)		2.46			7.00			3.48			1.68			1.36			4.62
Total from investment operations		2.42			6.97			3.57			1.69			1.34			4.61
Less distributions from:
Net investment income		—			(.03	)		(.05	)		—			—			(.01	)
Net realized gains		—			(1.53	)		—			—			—			—
Total distributions		—			(1.56	)		(.05	)		—			—			(.01	)
Net asset value, end of period	$	30.18		$	27.76		$	22.35		$	18.83		$	17.14		$	15.80

Total Return^c		8.72	%		31.70	%		18.98	%		9.86	%		8.48	%		41.17	%
Ratios/Supplemental Data
Net assets, end of period (in thousands)	$	81,100		$	98,209		$	104,525		$	39,036		$	19,534		$	195,616
Ratios to average net assets:
Net investment income (loss)		(0.27	%)		(0.12	%)		0.45	%		0.08	%		(0.10	%)		(0.04	%)
Total expenses		1.37	%		1.37	%		1.35	%		1.36	%		1.38	%		1.37	%
Portfolio turnover rate		86	%		277	%		266	%		582	%		619	%		241	%

Advisor Class	Period Ended September 30, 2014^a			Year Ended March 31, 2014			Year Ended March 28, 2013			Year Ended March 31, 2012			Year Ended March 31, 2011			Year Ended March 31, 2010
Per Share Data
Net asset value, beginning of period	$	25.49		$	20.73		$	17.55		$	16.04		$	14.85		$	10.58
Income (loss) from investment operations:
Net investment income (loss)^b		(.10	)		(.15	)		(.06	)		(.07	)		(.05	)		(.04	)
Net gain (loss) on investments (realized and unrealized)		2.26			6.47			3.29			1.58			1.24			4.32
Total from investment operations		2.16			6.32			3.23			1.51			1.19			4.28
Less distributions from:
Net investment income		—			(.03	)		(.05	)		—			—			(.01	)
Net realized gains		—			(1.53	)		—			—			—			—
Total distributions		—			(1.56	)		(.05	)		—			—			(.01	)
Net asset value, end of period	$	27.65		$	25.49		$	20.73		$	17.55		$	16.04		$	14.85

Total Return^c		8.47	%		31.03	%		18.43	%		9.41	%		8.01	%		40.46	%
Ratios/Supplemental Data
Net assets, end of period (in thousands)	$	33,494		$	38,480		$	3,605		$	4,275		$	2,229		$	3,432
Ratios to average net assets:
Net investment income (loss)		(0.76	%)		(0.62	%)		(0.31	%)		(0.44	%)		(0.36	%)		(0.33	%)
Total expenses		1.87	%		1.87	%		1.86	%		1.85	%		1.88	%		1.88	%
Portfolio turnover rate		86	%		277	%		266	%		582	%		619	%		241	%


SEE NOTES TO FINANCIAL STATEMENTS.	THE RYDEX FUNDS SEMI-ANNUAL REPORT \| 75

HEALTH CARE FUND

FINANCIAL HIGHLIGHTS (concluded)

This table is presented to show selected data for a share outstanding throughout each period and to assist shareholders in evaluating a Fund's performance for the periods presented.

A-Class	Period Ended September 30, 2014^a			Year Ended March 31, 2014			Year Ended March 28, 2013			Year Ended March 31, 2012			Year Ended March 31, 2011			Year Ended March 31, 2010
Per Share Data
Net asset value, beginning of period	$	26.11		$	21.15		$	17.87		$	16.30		$	15.05		$	10.69
Income (loss) from investment operations:
Net investment income (loss)^b		(.07	)		(.09	)		.04			(.02	)		(.02	)		(.03	)
Net gain (loss) on investments (realized and unrealized)		2.32			6.61			3.29			1.59			1.27			4.40
Total from investment operations		2.25			6.52			3.33			1.57			1.25			4.37
Less distributions from:
Net investment income		—			(.03	)		(.05	)		—			—			(.01	)
Net realized gains		—			(1.53	)		—			—			—			—
Total distributions		—			(1.56	)		(.05	)		—			—			(.01	)
Net asset value, end of period	$	28.36		$	26.11		$	21.15		$	17.87		$	16.30		$	15.05

Total Return^c		8.62	%		31.36	%		18.65	%		9.63	%		8.31	%		40.88	%
Ratios/Supplemental Data
Net assets, end of period (in thousands)	$	12,679		$	7,909		$	3,660		$	2,964		$	1,156		$	6,204
Ratios to average net assets:
Net investment income (loss)		(0.51	%)		(0.37	%)		0.20	%		(0.13	%)		(0.14	%)		(0.25	%)
Total expenses		1.62	%		1.62	%		1.60	%		1.60	%		1.63	%		1.62	%
Portfolio turnover rate		86	%		277	%		266	%		582	%		619	%		241	%

C-Class	Period Ended September 30, 2014^a			Year Ended March 31, 2014			Year Ended March 28, 2013			Year Ended March 31, 2012			Year Ended March 31, 2011			Year Ended March 31, 2010
Per Share Data
Net asset value, beginning of period	$	24.16		$	19.81		$	16.86		$	15.50		$	14.39		$	10.30
Income (loss) from investment operations:
Net investment income (loss)^b		(.16	)		(.26	)		(.09	)		(.14	)		(.11	)		(.11	)
Net gain (loss) on investments (realized and unrealized)		2.13			6.17			3.09			1.50			1.22			4.21
Total from investment operations		1.97			5.91			3.00			1.36			1.11			4.10
Less distributions from:
Net investment income		—			(.03	)		(.05	)		—			—			(.01	)
Net realized gains		—			(1.53	)		—			—			—			—
Total distributions		—			(1.56	)		(.05	)		—			—			(.01	)
Net asset value, end of period	$	26.13		$	24.16		$	19.81		$	16.86		$	15.50		$	14.39

Total Return^c		8.15	%		30.38	%		17.81	%		8.77	%		7.71	%		39.81	%
Ratios/Supplemental Data
Net assets, end of period (in thousands)	$	8,058		$	7,318		$	4,589		$	3,468		$	3,870		$	8,393
Ratios to average net assets:
Net investment income (loss)		(1.28	%)		(1.14	%)		(0.53	%)		(0.91	%)		(0.76	%)		(0.91	%)
Total expenses		2.37	%		2.37	%		2.35	%		2.36	%		2.38	%		2.38	%
Portfolio turnover rate		86	%		277	%		266	%		582	%		619	%		241	%

^a	Unaudited figures for the period ended September 30, 2014. Percentage amounts for the period, except total return and portfolio turnover rate, have been annualized.
^b	Net investment income (loss) per share was computed using average shares outstanding throughout the period.
^c	Total return does not reflect the impact of any applicable sales charges and has not been annualized.


76 \| THE RYDEX FUNDS SEMI-ANNUAL REPORT	SEE NOTES TO FINANCIAL STATEMENTS.

FUND PROFILE (Unaudited)

September 30, 2014

INTERNET FUND

OBJECTIVE: Seeks to provide capital appreciation by investing in companies that provide products or services designed for or related to the Internet ("Internet Companies").

Holdings Diversification (Market Exposure as % of Net Assets)

"Holdings Diversification (Market Exposure as % of Net Assets)" excludes any temporary cash investments.

Inception Dates:
Investor Class	April 6, 2000
Advisor Class	April 6, 2000
A-Class	September 1, 2004
C-Class	April 19, 2001

Ten Largest Holdings (% of Total Net Assets)
Facebook, Inc. — Class A	5.2%
Amazon.com, Inc.	4.3%
Cisco Systems, Inc.	4.0%
QUALCOMM, Inc.	3.9%
Google, Inc. — Class C	3.8%
Google, Inc. — Class A	3.8%
Priceline Group, Inc.	3.3%
eBay, Inc.	3.1%
Time Warner, Inc.	2.8%
Yahoo!, Inc.	2.2%
Top Ten Total	36.4%

"Ten Largest Holdings" exclude any temporary cash or derivative investments.


	THE RYDEX FUNDS SEMI-ANNUAL REPORT \| 77

SCHEDULE OF INVESTMENTS (Unaudited)	September 30, 2014
INTERNET FUND

	Shares		Value

COMMON STOCKS† - 99.6%

E-COMMERCE/SERVICES - 15.1%
Priceline Group, Inc.*		601	$	696,308
Netflix, Inc.*		866		390,722
TripAdvisor, Inc.*		2,936		268,409
Expedia, Inc.		2,912		255,149
SouFun Holdings Ltd. ADR		19,775		196,761
Ctrip.com International Ltd. ADR*		3,300		187,308
58.com, Inc. ADR*,1		4,760		177,310
IAC/InterActiveCorp		2,600		171,340
Bitauto Holdings Ltd. ADR*		2,188		170,664
Zillow, Inc. — Class A*		1,406		163,082
Groupon, Inc. — Class A*		23,476		156,820
Liberty Ventures*		3,270		124,129
Trulia, Inc.*		1,887		92,274
RetailMeNot, Inc.*		4,340		70,134
ChannelAdvisor Corp.*		2,896		47,494
Angie's List, Inc.*		7,015		44,686
Total E-Commerce/Services				3,212,590

WEB PORTALS/ISP - 14.9%
Google, Inc. — Class C*		1,382		797,911
Google, Inc. — Class A*		1,352		795,530
Yahoo!, Inc.*		11,466		467,240
Baidu, Inc. ADR*		1,879		410,054
Yandex N.V. — Class A*		6,827		189,756
SINA Corp.*		4,485		184,513
Sohu.com, Inc.*		3,133		157,371
AOL, Inc.*		3,241		145,683
Total Web Portals/ISP				3,148,058

E-COMMERCE/PRODUCTS - 11.2%
Amazon.com, Inc.*		2,849		918,631
eBay, Inc.*		11,586		656,115
Vipshop Holdings Ltd. ADR*		1,085		205,076
MercadoLibre, Inc.		1,583		171,993
zulily, Inc. — Class A*,1		4,293		162,662
E-Commerce China Dangdang, Inc. — Class A ADR*,1		13,204		161,089
Shutterfly, Inc.*		2,125		103,573
Total E-Commerce/Products				2,379,139

INTERNET CONTENT-ENTERTAINMENT - 10.1%
Facebook, Inc. — Class A*		13,858		1,095,336
Twitter, Inc.*		8,373		431,879
Youku Tudou, Inc. ADR*		9,713		174,057
NetEase, Inc. ADR		1,919		164,382
Pandora Media, Inc.*		6,518		157,475
Shutterstock, Inc.*		1,630		116,349
Total Internet Content-Entertainment				2,139,478

NETWORKING PRODUCTS - 5.4%
Cisco Systems, Inc.		33,611		845,989
Palo Alto Networks, Inc.*		2,084		204,440
Polycom, Inc.*		7,677		94,312
Total Networking Products				1,144,741

WIRELESS EQUIPMENT - 5.1%
Motorola Solutions, Inc.		4,740		299,947
Telefonaktiebolaget LM Ericsson ADR		13,484		169,764
Gogo, Inc.*,1		9,347		157,590
Ubiquiti Networks, Inc.1		3,474		130,379
ViaSat, Inc.*		2,115		116,579
Aruba Networks, Inc.*		5,297		114,309
InterDigital, Inc.		2,330		92,781
Total Wireless Equipment				1,081,349

APPLICATIONS SOFTWARE - 4.9%
Intuit, Inc.		4,322		378,824
Red Hat, Inc.*		4,102		230,327
Check Point Software Technologies Ltd.*		2,879		199,342
Dealertrack Technologies, Inc.*		2,600		112,866
Demandware, Inc.*		2,010		102,349
Total Applications Software				1,023,708

SEMICONDUCTOR COMPONENTS-INTEGRATED CIRCUIT - 3.9%
QUALCOMM, Inc.		11,082		828,601

INTERNET CONTENT-INFO/NETWORK - 3.9%
LinkedIn Corp. — Class A*		1,856		385,658
YY, Inc. ADR*		2,373		177,714
Yelp, Inc. — Class A*		2,364		161,343
WebMD Health Corp. — Class A*		2,149		89,850
Total Internet Content-Info/Network				814,565

INTERNET SECURITY - 3.3%
Symantec Corp.		12,465		293,051
Qihoo 360 Technology Company Ltd. ADR*		3,199		215,837
VeriSign, Inc.*		3,564		196,448
Total Internet Security				705,336

TELECOMMUNICATION EQUIPMENTS - 3.1%
Juniper Networks, Inc.		10,592		234,613
Harris Corp.		2,890		191,896
ARRIS Group, Inc.*		5,119		145,149
ADTRAN, Inc.		3,702		76,002
Total Telecommunication Equipments				647,660

MULTIMEDIA - 2.8%
Time Warner, Inc.		7,846		590,098

WEB HOSTING/DESIGN - 2.5%
Equinix, Inc.*		1,279		271,762
Rackspace Hosting, Inc.*		5,422		176,486
Web.com Group, Inc.*		3,750		74,850
Total Web Hosting/Design				523,098


78 \| THE RYDEX FUNDS SEMI-ANNUAL REPORT	SEE NOTES TO FINANCIAL STATEMENTS.

SCHEDULE OF INVESTMENTS (Unaudited)(continued)	September 30, 2014
INTERNET FUND

	Shares		Value
INTERNET INFRASTRUCTURE SOFTWARE - 1.9%
F5 Networks, Inc.*		1,802	$	213,969
TIBCO Software, Inc.*		7,966		188,237
Total Internet Infrastructure Software				402,206

ELECTRONIC COMPONENTS-SEMICONDUCTOR - 1.7%
Broadcom Corp. — Class A		8,922		360,627

COMPUTER SOFTWARE - 1.6%
Akamai Technologies, Inc.*		4,000		239,200
Cornerstone OnDemand, Inc.*		2,932		100,890
Total Computer Software				340,090

TELECOMMUNICATION EQUIPMENTS FIBER OPTICS - 1.5%
JDS Uniphase Corp.*		9,686		123,981
Ciena Corp.*		5,617		93,916
Finisar Corp.*		5,420		90,135
Total Telecommunication Equipments Fiber Optics				308,032

COMPUTERS-INTEGRATED SYSTEMS - 1.4%
Brocade Communications Systems, Inc.		15,243		165,692
Riverbed Technology, Inc.*		6,830		126,662
Total Computers-Integrated Systems				292,354

FINANCE-INVESTMENT BANKERS/BROKERS - 0.9%
ETRADE Financial Corp.		8,050		181,850

PRINTING-COMMERCIAL - 0.8%
Vistaprint N.V.*		3,270		179,163

COMPUTERS - 0.8%
BlackBerry Ltd.*		17,328		172,240

E-MARKETING/INFORMATION - 0.8%
Conversant, Inc.*		3,261		111,689
Rocket Fuel, Inc.*,1		3,660		57,828
Total E-Marketing/Information				169,517

COMMERCIAL SERVICES - 0.8%
CoStar Group, Inc.*		1,051		163,473

INTERNET INCUBATORS - 0.7%
HomeAway, Inc.*		4,007		142,249

COMPUTER SERVICES - 0.5%
j2 Global, Inc.		2,285		112,788

Total Common Stocks
(Cost $13,728,237)				21,063,010

	Face Amount

REPURCHASE AGREEMENTS††,2 - 0.6%
UMB Financial Corp. issued 09/30/14 at 0.00% due 10/01/14	$	59,578		59,578
HSBC Group issued 09/30/14 at 0.00% due 10/01/14		24,536		24,536
RBC Capital Markets issued 09/30/14 at (0.05)% due 10/01/14		24,536		24,536
Mizuho Financial Group, Inc. issued 09/30/14 at 0.01% due 10/01/14		24,536		24,536
Total Repurchase Agreements
(Cost $133,186)				133,186

SECURITIES LENDING COLLATERAL††,3 - 2.6%
Repurchase Agreements
HSBC Securities, Inc. issued 09/30/14 at 0.00% due 10/01/14		467,273		467,273
BNP Paribas Securities Corp. issued 09/30/14 at 0.00% due 10/01/14		76,602		76,602
Total Securities Lending Collateral
(Cost $543,875)				543,875

Total Investments - 102.8%
(Cost $14,405,298)			$	21,740,071
Other Assets & Liabilities, net - (2.8)%				(587,385	)
Total Net Assets - 100.0%			$	21,152,686

*	Non-income producing security.
†	Value determined based on Level 1 inputs — See Note 4.
††	Value determined based on Level 2 inputs — See Note 4.
1	All or portion of this security is on loan at September 30, 2014 — See Note 6 .
2	Repurchase Agreements — See Note 5.
3	Securities lending collateral — See Note 6.
	ADR — American Depositary Receipt


SEE NOTES TO FINANCIAL STATEMENTS.	THE RYDEX FUNDS SEMI-ANNUAL REPORT \| 79

INTERNET FUND

STATEMENT OF ASSETS AND LIABILITIES (Unaudited)
September 30, 2014

Assets:
Investments, at value - including $601,939 of securities loaned (cost $13,728,237)	$	21,063,010
Repurchase agreements, at value (cost $677,061)		677,061
Total investments (cost $14,405,298)		21,740,071
Segregated cash with broker		89,125
Receivables:
Fund shares sold		19,596
Dividends		9,062
Securities lending income		1,139
Foreign taxes reclaim		955
Total assets		21,859,948

Liabilities:
Payable for:
Upon return of securities loaned		633,000
Fund shares redeemed		33,628
Management fees		17,078
Transfer agent and administrative fees		5,023
Distribution and service fees		4,101
Portfolio accounting fees		2,009
Miscellaneous		12,423
Total liabilities		707,262
Net assets	$	21,152,686

Net assets consist of:
Paid in capital	$	15,924,147
Accumulated net investment loss		(105,257	)
Accumulated net realized loss on investments		(2,000,977	)
Net unrealized appreciation on investments		7,334,773
Net assets	$	21,152,686

Investor Class:
Net assets	$	13,433,841
Capital shares outstanding		172,599
Net asset value per share	$	77.83

Advisor Class:
Net assets	$	1,708,931
Capital shares outstanding		23,753
Net asset value per share	$	71.95

A-Class:
Net assets	$	2,924,896
Capital shares outstanding		39,594
Net asset value per share	$	73.87
Maximum offering price per share (Net asset value divided by 95.25%)	$	77.55

C-Class:
Net assets	$	3,085,018
Capital shares outstanding		45,545
Net asset value per share	$	67.74

STATEMENT OF OPERATIONS(Unaudited)
Period Ended September 30, 2014

Investment Income:
Dividends (net of foreign withholding tax of $2,320)	$	92,942
Income from securities lending, net		9,915
Interest		6
Total investment income		102,863

Expenses:
Management fees		110,614
Transfer agent and administrative fees		32,534
Distribution and service fees:
Advisor Class		7,293
A-Class		6,274
C-Class		16,929
Portfolio accounting fees		13,013
Registration fees		15,010
Trustees' fees*		1,535
Custodian fees		1,516
Line of credit interest expense		247
Miscellaneous		3,155
Total expenses		208,120
Net investment loss		(105,257	)

Net Realized and Unrealized Gain (Loss):
Net realized gain (loss) on:
Investments		2,143,758
Net realized gain		2,143,758
Net change in unrealized appreciation (depreciation) on:
Investments		(2,093,685	)
Net change in unrealized appreciation (depreciation)		(2,093,685	)
Net realized and unrealized gain		50,073
Net decrease in net assets resulting from operations	$	(55,184	)

*	Relates to Trustees not deemed "interested persons" within the meaning of Section 2(a)(19) of the 1940 Act.


80 \| THE RYDEX FUNDS SEMI-ANNUAL REPORT	SEE NOTES TO FINANCIAL STATEMENTS.

INTERNET FUND

STATEMENTS OF CHANGES IN NET ASSETS

	Period Ended September 30, 2014 (Unaudited)			Year Ended March 31, 2014
Increase (Decrease) in Net Assets from Operations:
Net investment loss	$	(105,257	)	$	(368,149	)
Net realized gain (loss) on investments		2,143,758			(1,599,042	)
Net change in unrealized appreciation (depreciation) on investments		(2,093,685	)		6,184,558
Net increase (decrease) in net assets resulting from operations		(55,184	)		4,217,367

Distributions to shareholders from:
Net realized gains
Investor Class		—			(111,377	)
Advisor Class		—			(17,627	)
A-Class		—			(40,920	)
C-Class		—			(15,187	)
Total distributions to shareholders		—			(185,111	)

Capital share transactions:
Proceeds from sale of shares
Investor Class		26,834,279			137,136,622
Advisor Class		50,238,609			71,839,042
A-Class		3,272,768			18,920,974
C-Class		7,889,544			18,712,886
Distributions reinvested
Investor Class		—			108,663
Advisor Class		—			17,580
A-Class		—			37,431
C-Class		—			14,695
Cost of shares redeemed
Investor Class		(39,975,220	)		(119,310,474	)
Advisor Class		(60,724,681	)		(60,492,721	)
A-Class		(12,670,366	)		(8,526,665	)
C-Class		(9,520,879	)		(15,590,538	)
Net increase (decrease) from capital share transactions		(34,655,946	)		42,867,495
Net increase (decrease) in net assets		(34,711,130	)		46,899,751

Net assets:
Beginning of period		55,863,816			8,964,065
End of period	$	21,152,686		$	55,863,816
Accumulated net investment loss at end of period	$	(105,257	)	$	—

Capital share activity:
Shares sold
Investor Class		353,847			1,953,833
Advisor Class		729,201			1,024,297
A-Class		44,845			275,049
C-Class		120,351			314,443
Shares issued from reinvestment of distributions
Investor Class		—			1,528
Advisor Class		—			266
A-Class		—			554
C-Class		—			236
Shares redeemed
Investor Class		(538,728	)		(1,708,029	)
Advisor Class		(875,240	)		(865,440	)
A-Class		(181,452	)		(121,953	)
C-Class		(145,730	)		(266,422	)
Net increase (decrease) in shares		(492,906	)		608,362


SEE NOTES TO FINANCIAL STATEMENTS.	THE RYDEX FUNDS SEMI-ANNUAL REPORT \| 81

INTERNET FUND

FINANCIAL HIGHLIGHTS

This table is presented to show selected data for a share outstanding throughout each period and to assist shareholders in evaluating a Fund's performance for the periods presented.

Investor Class	Period Ended September 30, 2014^a			Year Ended March 31, 2014			Year Ended March 28, 2013			Year Ended March 31, 2012			Year Ended March 31, 2011			Year Ended March 31, 2010
Per Share Data
Net asset value, beginning of period	$	75.05		$	55.46		$	51.90		$	52.28		$	41.74		$	26.58
Income (loss) from investment operations:
Net investment income (loss)^b		(.22	)		(.62	)		(.44	)		(.51	)		(.34	)		(.38	)
Net gain (loss) on investments (realized and unrealized)		3.00			20.53			5.26			.13			10.88			15.54
Total from investment operations		2.78			19.91			4.82			(.38	)		10.54			15.16
Less distributions from:
Net realized gains		—			(.32	)		(1.26	)		—			—			—
Total distributions		—			(.32	)		(1.26	)		—			—			—
Net asset value, end of period	$	77.83		$	75.05		$	55.46		$	51.90		$	52.28		$	41.74

Total Return^c		3.70	%		35.93	%		9.65	%		(0.73	%)		25.25	%		57.04	%
Ratios/Supplemental Data
Net assets, end of period (in thousands)	$	13,434		$	26,828		$	6,109		$	6,206		$	20,589		$	21,924
Ratios to average net assets:
Net investment income (loss)		(0.59	%)		(0.87	%)		(0.87	%)		(1.05	%)		(0.69	%)		(1.12	%)
Total expenses		1.37	%		1.37	%		1.35	%		1.36	%		1.39	%		1.37	%
Portfolio turnover rate		193	%		472	%		442	%		380	%		291	%		443	%

Advisor Class	Period Ended September 30, 2014^a			Year Ended March 31, 2014			Year Ended March 28, 2013			Year Ended March 31, 2012			Year Ended March 31, 2011			Year Ended March 31, 2010
Per Share Data
Net asset value, beginning of period	$	69.58		$	51.70		$	48.71		$	49.31		$	39.57		$	25.32
Income (loss) from investment operations:
Net investment income (loss)^b		(.35	)		(1.07	)		(.64	)		(.71	)		(.59	)		(.58	)
Net gain (loss) on investments (realized and unrealized)		2.72			19.27			4.89			.11			10.33			14.83
Total from investment operations		2.37			18.20			4.25			(.60	)		9.74			14.25
Less distributions from:
Net realized gains		—			(.32	)		(1.26	)		—			—			—
Total distributions		—			(.32	)		(1.26	)		—			—			—
Net asset value, end of period	$	71.95		$	69.58		$	51.70		$	48.71		$	49.31		$	39.57

Total Return^c		3.41	%		35.23	%		9.13	%		(1.24	%)		24.61	%		56.28	%
Ratios/Supplemental Data
Net assets, end of period (in thousands)	$	1,709		$	12		$	552		$	719		$	2,124		$	3,908
Ratios to average net assets:
Net investment income (loss)		(0.99	%)		(1.53	%)		(1.36	%)		(1.58	%)		(1.32	%)		(1.74	%)
Total expenses		1.87	%		1.87	%		1.85	%		1.86	%		1.89	%		1.88	%
Portfolio turnover rate		193	%		472	%		442	%		380	%		291	%		443	%


82 \| THE RYDEX FUNDS SEMI-ANNUAL REPORT	SEE NOTES TO FINANCIAL STATEMENTS.

INTERNET FUND

FINANCIAL HIGHLIGHTS(concluded)

This table is presented to show selected data for a share outstanding throughout each period and to assist shareholders in evaluating a Fund's performance for the periods presented.

A-Class	Period Ended September 30, 2014^a			Year Ended March 31, 2014			Year Ended March 28, 2013			Year Ended March 31, 2012			Year Ended March 31, 2011			Year Ended March 31, 2010
Per Share Data
Net asset value, beginning of period	$	71.32		$	52.85		$	49.63		$	50.13		$	40.12		$	25.62
Income (loss) from investment operations:
Net investment income (loss)^b		(.28	)		(.79	)		(.52	)		(.64	)		(.46	)		(.50	)
Net gain (loss) on investments (realized and unrealized)		2.83			19.58			5.00			.14			10.47			15.00
Total from investment operations		2.55			18.79			4.48			(.50	)		10.01			14.50
Less distributions from:
Net realized gains		—			(.32	)		(1.26	)		—			—			—
Total distributions		—			(.32	)		(1.26	)		—			—			—
Net asset value, end of period	$	73.87		$	71.32		$	52.85		$	49.63		$	50.13		$	40.12

Total Return^c		3.58	%		35.58	%		9.41	%		(1.00	%)		24.95	%		56.60	%
Ratios/Supplemental Data
Net assets, end of period (in thousands)	$	2,925		$	12,566		$	1,192		$	828		$	1,101		$	2,989
Ratios to average net assets:
Net investment income (loss)		(0.80	%)		(1.12	%)		(1.08	%)		(1.39	%)		(1.01	%)		(1.44	%)
Total expenses		1.61	%		1.62	%		1.60	%		1.61	%		1.64	%		1.63	%
Portfolio turnover rate		193	%		472	%		442	%		380	%		291	%		443	%

C-Class	Period Ended September 30, 2014^a			Year Ended March 31, 2014			Year Ended March 28, 2013			Year Ended March 31, 2012			Year Ended March 31, 2011			Year Ended March 31, 2010
Per Share Data
Net asset value, beginning of period	$	65.64		$	49.03		$	46.50		$	47.30		$	38.17		$	24.56
Income (loss) from investment operations:
Net investment income (loss)^b		(.54	)		(1.16	)		(.85	)		(.94	)		(.83	)		(.66	)
Net gain (loss) on investments (realized and unrealized)		2.64			18.09			4.64			.14			9.96			14.27
Total from investment operations		2.10			16.93			3.79			(.80	)		9.13			13.61
Less distributions from:
Net realized gains		—			(.32	)		(1.26	)		—			—			—
Total distributions		—			(.32	)		(1.26	)		—			—			—
Net asset value, end of period	$	67.74		$	65.64		$	49.03		$	46.50		$	47.30		$	38.17

Total Return^c		3.20	%		34.56	%		8.55	%		(1.69	%)		23.92	%		55.42	%
Ratios/Supplemental Data
Net assets, end of period (in thousands)	$	3,085		$	4,655		$	1,111		$	643		$	1,770		$	1,057
Ratios to average net assets:
Net investment income (loss)		(1.63	%)		(1.85	%)		(1.91	%)		(2.17	%)		(1.92	%)		(2.00	%)
Total expenses		2.37	%		2.37	%		2.35	%		2.36	%		2.39	%		2.38	%
Portfolio turnover rate		193	%		472	%		442	%		380	%		291	%		443	%

^a	Unaudited figures for the period ended September 30, 2014. Percentage amounts for the period, except total return and portfolio turnover rate, have been annualized.
^b	Net investment income (loss) per share was computed using average shares outstanding throughout the period.
^c	Total return does not reflect the impact of any applicable sales charges and has not been annualized.


SEE NOTES TO FINANCIAL STATEMENTS.	THE RYDEX FUNDS SEMI-ANNUAL REPORT \| 83

FUND PROFILE(Unaudited)

September 30, 2014

LEISURE FUND

OBJECTIVE: Seeks to provide capital appreciation by investing in companies engaged in leisure and entertainment businesses ("Leisure Companies").

Holdings Diversification (Market Exposure as % of Net Assets)

"Holdings Diversification (Market Exposure as % of Net Assets)" excludes any temporary cash investments.

Inception Dates:
Investor Class	April 1, 1998
Advisor Class	June 3, 1998
A-Class	September 1, 2004
C-Class	May 3, 2001

Ten Largest Holdings (% of Total Net Assets)
Walt Disney Co.	3.8%
Comcast Corp. — Class A	3.5%
Philip Morris International, Inc.	3.5%
McDonald's Corp.	3.0%
Altria Group, Inc.	2.9%
Twenty-First Century Fox, Inc. — Class A	2.7%
Time Warner, Inc.	2.4%
Starbucks Corp.	2.3%
Las Vegas Sands Corp.	2.2%
DIRECTV	2.0%
Top Ten Total	28.3%

"Ten Largest Holdings" exclude any temporary cash or derivative investments.


84 \| THE RYDEX FUNDS SEMI-ANNUAL REPORT

SCHEDULE OF INVESTMENTS (Unaudited)	September 30, 2014
LEISURE FUND

	Shares		Value

COMMON STOCKS† - 99.6%

RETAIL-RESTAURANTS - 16.7%
McDonald's Corp.		2,989	$	283,386
Starbucks Corp.		2,918		220,192
Yum! Brands, Inc.		2,261		162,747
Chipotle Mexican Grill, Inc. — Class A*		199		132,651
Burger King Worldwide, Inc.1		3,080		91,353
Darden Restaurants, Inc.		1,473		75,801
Dunkin' Brands Group, Inc.		1,390		62,300
Panera Bread Co. — Class A*		378		61,508
Domino's Pizza, Inc.		780		60,029
Brinker International, Inc.		1,030		52,314
Wendy's Co.		6,080		50,221
Jack in the Box, Inc.		730		49,779
Buffalo Wild Wings, Inc.*		347		46,592
Cracker Barrel Old Country Store, Inc.		450		46,436
Bloomin' Brands, Inc.*		2,480		45,483
Cheesecake Factory, Inc.		964		43,862
Texas Roadhouse, Inc. — Class A		1,500		41,760
El Pollo Loco Holdings, Inc.*		950		34,115
Bob Evans Farms, Inc.		660		31,244
Total Retail-Restaurants				1,591,773

CABLE/SATELLITE TV - 12.8%
Comcast Corp. — Class A		6,223		334,672
DIRECTV*		2,212		191,381
Time Warner Cable, Inc.		1,242		178,215
DISH Network Corp. — Class A*		2,416		156,025
Charter Communications, Inc. — Class A*		750		113,528
Liberty Global plc*		2,289		93,883
Liberty Global plc — Class A*		2,079		88,441
Cablevision Systems Corp. — Class A		3,458		60,550
Total Cable/Satellite TV				1,216,695

MULTIMEDIA - 12.3%
Walt Disney Co.		4,014		357,367
Twenty-First Century Fox, Inc. — Class A		7,350		252,032
Time Warner, Inc.		3,082		231,797
Viacom, Inc. — Class B		2,128		163,728
Thomson Reuters Corp.		4,344		158,165
Total Multimedia				1,163,089

TOBACCO - 10.0%
Philip Morris International, Inc.		3,946		329,097
Altria Group, Inc.		6,059		278,350
Reynolds American, Inc.		2,825		166,675
Lorillard, Inc.		2,272		136,116
Vector Group Ltd.		1,983		43,983
Total Tobacco				954,221

CASINO HOTELS - 6.3%
Las Vegas Sands Corp.		3,317		206,350
Wynn Resorts Ltd.		691		129,272
Melco Crown Entertainment Ltd. ADR		3,823		100,507
MGM Resorts International*		4,370		99,549
Caesars Entertainment Corp.*,1		3,010		37,866
Boyd Gaming Corp.*		2,990		30,378
Total Casino Hotels				603,922

HOTELS & MOTELS - 5.1%
Hilton Worldwide Holdings, Inc.*		5,730		141,129
Marriott International, Inc. — Class A		1,843		128,826
Starwood Hotels & Resorts Worldwide, Inc.		1,396		116,161
Wyndham Worldwide Corp.		1,145		93,043
Total Hotels & Motels				479,159

BROADCAST SERVICES/PROGRAM - 4.2%
Scripps Networks Interactive, Inc. — Class A		1,240		96,832
Discovery Communications, Inc. — Class A*		1,890		71,442
Discovery Communications, Inc. — Class C*		1,900		70,831
Grupo Televisa SAB ADR		2,070		70,132
Starz — Class A*		1,747		57,791
Nexstar Broadcasting Group, Inc. — Class A		780		31,528
Total Broadcast Services/Program				398,556

TELEVISION - 3.9%
CBS Corp. — Class B		2,825		151,138
AMC Networks, Inc. — Class A*		1,010		59,004
Liberty Media Corp. — Class A*		1,220		57,560
Liberty Media Corp. — Class C*		1,210		56,858
Sinclair Broadcast Group, Inc. — Class A		1,760		45,918
Total Television				370,478

CRUISE LINES - 3.7%
Carnival Corp.		4,054		162,850
Royal Caribbean Cruises Ltd.		1,662		111,836
Norwegian Cruise Line Holdings Ltd.*		2,170		78,163
Total Cruise Lines				352,849

BEVERAGES-WINE/SPIRITS - 3.3%
Brown-Forman Corp. — Class B		1,393		125,676
Constellation Brands, Inc. — Class A*		1,361		118,625
Diageo plc ADR		590		68,086
Total Beverages-Wine/Spirits				312,387

ENTERTAINMENT SOFTWARE - 2.9%
Activision Blizzard, Inc.		5,581		116,029
Electronic Arts, Inc.*		2,740		97,571
Take-Two Interactive Software, Inc.*		1,779		41,042
Glu Mobile, Inc.*		3,970		20,525
Total Entertainment Software				275,167


SEE NOTES TO FINANCIAL STATEMENTS.	THE RYDEX FUNDS SEMI-ANNUAL REPORT \| 85

SCHEDULE OF INVESTMENTS (Unaudited)(continued)	September 30, 2014
LEISURE FUND

	Shares		Value
BREWERY - 2.8%
Molson Coors Brewing Co. — Class B		1,386	$	103,174
AMBEV S.A. ADR		12,600		82,530
Anheuser-Busch InBev N.V. ADR		693		76,819
Total Brewery				262,523

PUBLISHING-NEWSPAPERS - 2.1%
News Corp. — Class A*		5,383		88,012

TOYS - 1.8%
Mattel, Inc.		2,919		89,467
Hasbro, Inc.		1,422		78,203
Total Toys				167,670

RESORTS/THEME PARKS - 1.5%
Six Flags Entertainment Corp.		1,560		53,648
Vail Resorts, Inc.		590		51,188
SeaWorld Entertainment, Inc.		1,950		37,499
Total Resorts/Theme Parks				142,335

CASINO SERVICES - 1.2%
International Game Technology		3,538		59,686
Bally Technologies, Inc.*		637		51,406
Total Casino Services				111,092

MOTION PICTURES & SERVICES - 1.2%
Lions Gate Entertainment Corp.		1,857		61,225
DreamWorks Animation SKG, Inc. — Class A*		1,760		47,995
Total Motion Pictures & Services				109,220

THEATERS - 1.1%
Cinemark Holdings, Inc.		1,686		57,391
Regal Entertainment Group — Class A		2,570		51,092
Total Theaters				108,483

MOTORCYCLE/MOTOR SCOOTER - 1.1%
Harley-Davidson, Inc.		1,757		102,257

RECREATIONAL VEHICLES - 1.0%
Polaris Industries, Inc.		615		92,121

PROFESSIONAL SPORTS - 0.7%
Madison Square Garden Co. — Class A*		1,000		66,120

COMMERCIAL SERVICES - 0.7%
Live Nation Entertainment, Inc.*		2,620		62,932

LEISURE & RECREATION PRODUCTS - 0.6%
Brunswick Corp.		1,334		56,215

AUTO-CARS/LIGHT TRUCKS - 0.6%
Kandi Technologies Group, Inc.*		4,150		53,909

PUBLISHING-PERIODICALS - 0.5%
Time, Inc.*		1,970		46,157

RECREATIONAL CENTERS - 0.4%
Life Time Fitness, Inc.*		819		41,310

INTERNET APPLICATION SOFTWARE - 0.4%
Zynga, Inc. — Class A*		15,000		40,500

GAMBLING (NON-HOTEL) - 0.4%
Pinnacle Entertainment, Inc.*		1,390		34,875

FIREARMS & AMMUNITION - 0.3%
Sturm Ruger & Company, Inc.1		600		29,214

Total Common Stocks
(Cost $5,166,892)				9,442,543

	Face Amount

REPURCHASE AGREEMENTS††,2 - 0.7%
UMB Financial Corp. issued 09/30/14 at 0.00% due 10/01/14	$	29,648		29,648
HSBC Group issued 09/30/14 at 0.00% due 10/01/14		12,211		12,211
RBC Capital Markets issued 09/30/14 at (0.05)% due 10/01/14		12,211		12,211
Mizuho Financial Group, Inc. issued 09/30/14 at 0.01% due 10/01/14		12,211		12,211
Total Repurchase Agreements
(Cost $66,281)				66,281


86 \| THE RYDEX FUNDS SEMI-ANNUAL REPORT	SEE NOTES TO FINANCIAL STATEMENTS.

SCHEDULE OF INVESTMENTS (Unaudited)(concluded)	September 30, 2014
LEISURE FUND

	Face Amount		Value

SECURITIES LENDING COLLATERAL††,3 - 1.0%
Repurchase Agreements
HSBC Securities, Inc. issued 09/30/14 at 0.00% due 10/01/14	$	79,761	$	79,761
BNP Paribas Securities Corp. issued 09/30/14 at 0.00% due 10/01/14		13,076		13,076
Total Securities Lending Collateral
(Cost $92,837)				92,837

Total Investments - 101.3%
(Cost $5,326,010)			$	9,601,661
Other Assets & Liabilities, net - (1.3)%				(124,071	)
Total Net Assets - 100.0%			$	9,477,590

*	Non-income producing security.
†	Value determined based on Level 1 inputs — See Note 4.
††	Value determined based on Level 2 inputs — See Note 4.
1	All or portion of this security is on loan at September 30, 2014 — See Note 6.
2	Repurchase Agreements — See Note 5.
3	Securities lending collateral — See Note 6.
	ADR — American Depositary Receipt
	plc — Public Limited Company


SEE NOTES TO FINANCIAL STATEMENTS.	THE RYDEX FUNDS SEMI-ANNUAL REPORT \| 87

LEISURE FUND

STATEMENT OF ASSETS AND LIABILITIES (Unaudited)
September 30, 2014

Assets:
Investments, at value - including $103,761 of securities loaned (cost $5,166,892)	$	9,442,543
Repurchase agreements, at value (cost $159,118)		159,118
Total investments (cost $5,326,010)		9,601,661
Segregated cash with broker		15,213
Receivables:
Dividends		30,501
Fund shares sold		19,542
Securities lending income		768
Foreign taxes reclaim		472
Total assets		9,668,157

Liabilities:
Payable for:
Upon return of securities loaned		108,050
Fund shares redeemed		54,258
Management fees		10,549
Transfer agent and administrative fees		3,103
Distribution and service fees		1,953
Portfolio accounting fees		1,241
Miscellaneous		11,413
Total liabilities		190,567
Net assets	$	9,477,590

Net assets consist of:
Paid in capital	$	2,047,645
Undistributed net investment income		123,310
Accumulated net realized gain on investments		3,030,984
Net unrealized appreciation on investments		4,275,651
Net assets	$	9,477,590

Investor Class:
Net assets	$	5,100,322
Capital shares outstanding		89,517
Net asset value per share	$	56.98

Advisor Class:
Net assets	$	1,278,037
Capital shares outstanding		24,456
Net asset value per share	$	52.26

A-Class:
Net assets	$	1,980,004
Capital shares outstanding		37,019
Net asset value per share	$	53.49
Maximum offering price per share (Net asset value divided by 95.25%)	$	56.16

C-Class:
Net assets	$	1,119,227
Capital shares outstanding		22,457
Net asset value per share	$	49.84

STATEMENT OF OPERATIONS(Unaudited)
Period Ended September 30, 2014

Investment Income:
Dividends (net of foreign withholding tax of $2,261)	$	211,720
Income from securities lending, net		2,141
Interest		8
Total investment income		213,869

Expenses:
Management fees		106,976
Transfer agent and administrative fees		31,463
Distribution and service fees:
Advisor Class		4,335
A-Class		2,894
C-Class		6,173
Portfolio accounting fees		12,585
Registration fees		12,072
Custodian fees		1,468
Trustees' fees*		1,224
Tax expense		85
Line of credit interest expense		84
Miscellaneous		5,846
Total expenses		185,205
Net investment income		28,664

Net Realized and Unrealized Gain (Loss):
Net realized gain (loss) on:
Investments		5,738,416
Net realized gain		5,738,416
Net change in unrealized appreciation (depreciation) on:
Investments		(5,147,805	)
Net change in unrealized appreciation (depreciation)		(5,147,805	)
Net realized and unrealized gain		590,611
Net increase in net assets resulting from operations	$	619,275

*	Relates to Trustees not deemed "interested persons" within the meaning of Section 2(a)(19) of the 1940 Act.


88 \| THE RYDEX FUNDS SEMI-ANNUAL REPORT	SEE NOTES TO FINANCIAL STATEMENTS.

LEISURE FUND

STATEMENTS OF CHANGES IN NET ASSETS

	Period Ended September 30, 2014 (Unaudited)			Year Ended March 31, 2014
Increase (Decrease) in Net Assets from Operations:
Net investment income	$	28,664		$	94,646
Net realized gain on investments		5,738,416			3,028,207
Net change in unrealized appreciation (depreciation) on investments		(5,147,805	)		2,702,964
Net increase in net assets resulting from operations		619,275			5,825,817

Distributions to shareholders from:
Net investment income
Investor Class		—			(167,161	)
Advisor Class		—			(17,486	)
A-Class		—			(8,764	)
C-Class		—			(6,684	)
Total distributions to shareholders		—			(200,095	)

Capital share transactions:
Proceeds from sale of shares
Investor Class		5,098,315			71,016,096
Advisor Class		33,940,697			18,567,120
A-Class		6,002,248			6,654,372
C-Class		2,427,454			1,632,199
Distributions reinvested
Investor Class		—			166,413
Advisor Class		—			17,418
A-Class		—			8,624
C-Class		—			6,192
Cost of shares redeemed
Investor Class		(24,797,680	)		(73,669,092	)
Advisor Class		(35,714,101	)		(17,145,281	)
A-Class		(5,806,247	)		(6,623,023	)
C-Class		(2,784,060	)		(1,347,238	)
Net decrease from capital share transactions		(21,633,374	)		(716,200	)
Net increase (decrease) in net assets		(21,014,099	)		4,909,522

Net assets:
Beginning of period		30,491,689			25,582,167
End of period	$	9,477,590		$	30,491,689
Undistributed net investment income at end of period	$	123,310		$	94,646

Capital share activity:
Shares sold
Investor Class		89,604			1,384,928
Advisor Class		649,147			385,324
A-Class		110,858			134,495
C-Class		48,783			36,131
Shares issued from reinvestment of distributions
Investor Class		—			3,093
Advisor Class		—			351
A-Class		—			170
C-Class		—			130
Shares redeemed
Investor Class		(432,593	)		(1,445,332	)
Advisor Class		(685,393	)		(354,839	)
A-Class		(107,736	)		(134,028	)
C-Class		(56,082	)		(29,738	)
Net decrease in shares		(383,412	)		(19,315	)


SEE NOTES TO FINANCIAL STATEMENTS.	THE RYDEX FUNDS SEMI-ANNUAL REPORT \| 89

LEISURE FUND

FINANCIAL HIGHLIGHTS

This table is presented to show selected data for a share outstanding throughout each period and to assist shareholders in evaluating a Fund's performance for the periods presented.

Investor Class	Period Ended September 30, 2014^a			Year Ended March 31, 2014			Year Ended March 28, 2013			Year Ended March 31, 2012			Year Ended March 31, 2011			Year Ended March 31, 2010
Per Share Data
Net asset value, beginning of period	$	55.81		$	44.93		$	36.94		$	33.50		$	27.48		$	15.40
Income (loss) from investment operations:
Net investment income (loss)^b		.10			.20			.36			.17			(.02	)		.03
Net gain (loss) on investments (realized and unrealized)		1.07			10.95			7.66			3.27			6.04			12.05
Total from investment operations		1.17			11.15			8.02			3.44			6.02			12.08
Less distributions from:
Net investment income		—			(.27	)		(.03	)		—			—			—
Total distributions		—			(.27	)		(.03	)		—			—			—
Net asset value, end of period	$	56.98		$	55.81		$	44.93		$	36.94		$	33.50		$	27.48

Total Return^c		2.10	%		24.83	%		21.74	%		10.27	%		21.91	%		78.44	%
Ratios/Supplemental Data
Net assets, end of period (in thousands)	$	5,100		$	24,139		$	22,005		$	12,687		$	2,141		$	13,186
Ratios to average net assets:
Net investment income (loss)		0.35	%		0.34	%		0.92	%		0.49	%		(0.07	%)		0.13	%
Total expenses		1.36	%		1.37	%		1.35	%		1.35	%		1.39	%		1.37	%
Portfolio turnover rate		164	%		265	%		517	%		797	%		963	%		943	%

Advisor Class	Period Ended September 30, 2014^a			Year Ended March 31, 2014			Year Ended March 28, 2013			Year Ended March 31, 2012			Year Ended March 31, 2011			Year Ended March 31, 2010
Per Share Data
Net asset value, beginning of period	$	51.31		$	41.54		$	34.33		$	31.29		$	25.81		$	14.53
Income (loss) from investment operations:
Net investment income (loss)^b		(.02	)		(.11	)		.29			(.01	)		(.16	)		(.11	)
Net gain (loss) on investments (realized and unrealized)		.97			10.15			6.95			3.05			5.64			11.39
Total from investment operations		.95			10.04			7.24			3.04			5.48			11.28
Less distributions from:
Net investment income		—			(.27	)		(.03	)		—			—			—
Total distributions		—			(.27	)		(.03	)		—			—			—
Net asset value, end of period	$	52.26		$	51.31		$	41.54		$	34.33		$	31.29		$	25.81

Total Return^c		1.85	%		24.18	%		21.12	%		9.72	%		21.23	%		77.63	%
Ratios/Supplemental Data
Net assets, end of period (in thousands)	$	1,278		$	3,115		$	1,241		$	1,379		$	582		$	1,111
Ratios to average net assets:
Net investment income (loss)		(0.07	%)		(0.23	%)		0.80	%		(0.03	%)		(0.61	%)		(0.56	%)
Total expenses		1.87	%		1.87	%		1.85	%		1.86	%		1.89	%		1.88	%
Portfolio turnover rate		164	%		265	%		517	%		797	%		963	%		943	%


90 \| THE RYDEX FUNDS SEMI-ANNUAL REPORT	SEE NOTES TO FINANCIAL STATEMENTS.

LEISURE FUND

FINANCIAL HIGHLIGHTS(concluded)

This table is presented to show selected data for a share outstanding throughout each period and to assist shareholders in evaluating a Fund's performance for the periods presented.

A-Class	Period Ended September 30, 2014^a			Year Ended March 31, 2014			Year Ended March 28, 2013			Year Ended March 31, 2012			Year Ended March 31, 2011			Year Ended March 31, 2010
Per Share Data
Net asset value, beginning of period	$	52.46		$	42.35		$	34.91		$	31.75		$	26.13		$	14.67
Income (loss) from investment operations:
Net investment income (loss)^b		(.03	)		.04			.29			.07			(.05	)		.17
Net gain (loss) on investments (realized and unrealized)		1.06			10.34			7.18			3.09			5.67			11.29
Total from investment operations		1.03			10.38			7.47			3.16			5.62			11.46
Less distributions from:
Net investment income		—			(.27	)		(.03	)		—			—			—
Total distributions		—			(.27	)		(.03	)		—			—			—
Net asset value, end of period	$	53.49		$	52.46		$	42.35		$	34.91		$	31.75		$	26.13

Total Return^c		1.96	%		24.53	%		21.42	%		9.95	%		21.51	%		78.12	%
Ratios/Supplemental Data
Net assets, end of period (in thousands)	$	1,980		$	1,778		$	1,409		$	448		$	1,157		$	489
Ratios to average net assets:
Net investment income (loss)		(0.10	%)		0.09	%		0.80	%		0.23	%		(0.18	%)		0.74	%
Total expenses		1.62	%		1.62	%		1.60	%		1.60	%		1.63	%		1.63	%
Portfolio turnover rate		164	%		265	%		517	%		797	%		963	%		943	%

C-Class	Period Ended September 30, 2014^a			Year Ended March 31, 2014			Year Ended March 28, 2013			Year Ended March 31, 2012			Year Ended March 31, 2011			Year Ended March 31, 2010
Per Share Data
Net asset value, beginning of period	$	49.07		$	39.92		$	33.16		$	30.36		$	25.19		$	14.26
Income (loss) from investment operations:
Net investment income (loss)^b		(.17	)		(.27	)		.01			(.15	)		(.30	)		(.22	)
Net gain (loss) on investments (realized and unrealized)		.94			9.69			6.78			2.95			5.47			11.15
Total from investment operations		.77			9.42			6.79			2.80			5.17			10.93
Less distributions from:
Net investment income		—			(.27	)		(.03	)		—			—			—
Total distributions		—			(.27	)		(.03	)		—			—			—
Net asset value, end of period	$	49.84		$	49.07		$	39.92		$	33.16		$	30.36		$	25.19

Total Return^c		1.57	%		23.61	%		20.54	%		9.19	%		20.52	%		76.65	%
Ratios/Supplemental Data
Net assets, end of period (in thousands)	$	1,119		$	1,460		$	928		$	1,345		$	828		$	929
Ratios to average net assets:
Net investment income (loss)		(0.66	%)		(0.59	%)		0.03	%		(0.50	%)		(1.13	%)		(1.01	%)
Total expenses		2.37	%		2.37	%		2.35	%		2.35	%		2.39	%		2.38	%
Portfolio turnover rate		164	%		265	%		517	%		797	%		963	%		943	%

^a	Unaudited figures for the period ended September 30, 2014. Percentage amounts for the period, except total return and portfolio turnover rate, have been annualized.
^b	Net investment income (loss) per share was computed using average shares outstanding throughout the period.
^c	Total return does not reflect the impact of any applicable sales charges and has not been annualized.


SEE NOTES TO FINANCIAL STATEMENTS.	THE RYDEX FUNDS SEMI-ANNUAL REPORT \| 91

FUND PROFILE (Unaudited)

September 30, 2014

PRECIOUS METALS FUND

OBJECTIVE: Seeks to provide capital appreciation by investing in U.S. and foreign companies that are involved in the precious metals sector, including exploration, mining, production and development, and other precious metals related services ("Precious Metals Companies").

Holdings Diversification (Market Exposure as % of Net Assets)

"Holdings Diversification (Market Exposure as % of Net Assets)" excludes any temporary cash investments.

Inception Dates:
Investor Class	December 1, 1993
Advisor Class	August 1, 2003
A-Class	September 1, 2004
C-Class	April 27, 2001

Ten Largest Holdings (% of Total Net Assets)
Freeport-McMoRan, Inc.	8.7%
Newmont Mining Corp.	6.2%
Barrick Gold Corp.	6.2%
Goldcorp, Inc.	5.5%
Silver Wheaton Corp.	4.4%
Agnico Eagle Mines Ltd.	3.7%
Southern Copper Corp.	3.5%
Yamana Gold, Inc.	3.4%
Royal Gold, Inc.	3.3%
Randgold Resources Ltd. ADR	3.2%
Top Ten Total	48.1%

"Ten Largest Holdings" exclude any temporary cash or derivative investments.


92 \| THE RYDEX FUNDS SEMI-ANNUAL REPORT

SCHEDULE OF INVESTMENTS (Unaudited)	September 30, 2014
PRECIOUS METALS FUND

	Shares		Value

COMMON STOCKS† - 97.2%

GOLD MINING - 64.0%
Newmont Mining Corp.		146,431	$	3,375,234
Barrick Gold Corp.		228,259		3,346,277
Goldcorp, Inc.		127,953		2,946,758
Agnico Eagle Mines Ltd.		68,504		1,988,671
Yamana Gold, Inc.		306,904		1,841,424
Royal Gold, Inc.		27,351		1,776,174
Randgold Resources Ltd. ADR		25,701		1,737,131
AngloGold Ashanti Ltd. ADR		133,867		1,606,404
Kinross Gold Corp.*		467,184		1,541,707
Franco-Nevada Corp.		28,901		1,412,681
Eldorado Gold Corp.		198,116		1,335,302
Cia de Minas Buenaventura S.A.A. ADR		99,781		1,155,464
IAMGOLD Corp.*		402,390		1,110,596
Gold Fields Ltd. ADR		274,902		1,072,118
New Gold, Inc.*		191,225		965,686
Allied Nevada Gold Corp.*,1		275,486		911,859
Sibanye Gold Ltd. ADR		92,895		787,750
AuRico Gold, Inc.		199,660		696,813
McEwen Mining, Inc.*,1		324,413		635,849
Harmony Gold Mining Company Ltd. ADR		293,717		634,429
Novagold Resources, Inc.*		193,203		585,405
B2Gold Corp.*,1		282,117		572,698
Seabridge Gold, Inc.*,1		70,226		564,617
Sandstorm Gold Ltd.*		124,195		534,039
Gold Resource Corp.1		92,253		472,335
Alamos Gold, Inc.		58,804		468,080
Pretium Resources, Inc.*,1		71,150		369,980
Total Gold Mining				34,445,481

SILVER MINING - 13.0%
Silver Wheaton Corp.		118,905		2,369,777
Hecla Mining Co.		409,902		1,016,557
Pan American Silver Corp.		89,947		987,618
Silver Standard Resources, Inc.*,1		143,182		873,410
First Majestic Silver Corp.*		103,096		804,149
Endeavour Silver Corp.*		143,766		628,257
Silvercorp Metals, Inc.1		222,481		353,745
Total Silver Mining				7,033,513

METAL-COPPER - 12.2%
Freeport-McMoRan, Inc.		143,347		4,680,280
Southern Copper Corp.		63,671		1,887,845
Total Metal-Copper				6,568,125

PRECIOUS METALS - 3.2%
Coeur Mining, Inc.*		154,411		765,879
Primero Mining Corp.*		110,825		537,501
Tahoe Resources, Inc.*		21,728		441,078
Total Precious Metals				1,744,458

PLATINUM - 2.8%
Stillwater Mining Co.*		99,712		1,498,671

METAL PROCESSORS & FABRICATIONS - 1.1%
RTI International Metals, Inc.*		24,690		608,855

DIAMONDS/PRECIOUS STONES - 0.9%
Dominion Diamond Corp.*		35,302		502,700

Total Common Stocks
(Cost $35,887,202)				52,401,803

EXCHANGE-TRADED FUNDS - 2.0%
Market Vectors Junior Gold Miners ETF		31,564		1,061,182
Total Exchange-Traded Funds
(Cost $1,099,482)				1,061,182

	Face Amount

REPURCHASE AGREEMENTS††,2 - 1.1%
UMB Financial Corp. issued 09/30/14 at 0.00% due 10/01/14	$	276,149		276,149
RBC Capital Markets issued 09/30/14 at (0.05)% due 10/01/14		113,726		113,726
HSBC Group issued 09/30/14 at 0.00% due 10/01/14		113,726		113,726
Mizuho Financial Group, Inc. issued 09/30/14 at 0.01% due 10/01/14		113,726		113,726
Total Repurchase Agreements
(Cost $617,327)				617,327


SEE NOTES TO FINANCIAL STATEMENTS.	THE RYDEX FUNDS SEMI-ANNUAL REPORT \| 93

SCHEDULE OF INVESTMENTS (Unaudited)(concluded)	September 30, 2014
PRECIOUS METALS FUND

	Face Amount		Value

SECURITIES LENDING COLLATERAL††,3 - 4.9%
Repurchase Agreements
HSBC Securities, Inc. issued 09/30/14 at 0.00% due 10/01/14	$	2,252,138	$	2,252,138
BNP Paribas Securities Corp. issued 09/30/14 at 0.00% due 10/01/14		369,203		369,203
Total Securities Lending Collateral
(Cost $2,621,341)				2,621,341

Total Investments - 105.2%
(Cost $40,225,352)			$	56,701,653
Other Assets & Liabilities, net - (5.2)%				(2,781,387	)
Total Net Assets - 100.0%			$	53,920,266

*	Non-income producing security.
†	Value determined based on Level 1 inputs — See Note 4.
††	Value determined based on Level 2 inputs — See Note 4.
1	All or portion of this security is on loan at September 30, 2014 — See Note 6.
2	Repurchase Agreements — See Note 5.
3	Securities lending collateral — See Note 6.
	ADR — American Depositary Receipt


94 \| THE RYDEX FUNDS SEMI-ANNUAL REPORT	SEE NOTES TO FINANCIAL STATEMENTS.

PRECIOUS METALS FUND

STATEMENT OF ASSETS AND LIABILITIES(Unaudited)
September 30, 2014

Assets:
Investments, at value - including $2,769,297 of securities loaned (cost $36,986,684)	$	53,462,985
Repurchase agreements, at value (cost $3,238,668)		3,238,668
Total investments (cost $40,225,352)		56,701,653
Segregated cash with broker		429,559
Receivables:
Securities sold		1,270,237
Fund shares sold		160,034
Dividends		11,074
Securities lending income		10,466
Total assets		58,583,023

Liabilities:
Payable for:
Upon return of securities loaned		3,050,900
Fund shares redeemed		1,513,342
Management fees		37,557
Transfer agent and administrative fees		12,519
Distribution and service fees		10,806
Portfolio accounting fees		5,007
Miscellaneous		32,626
Total liabilities		4,662,757
Net assets	$	53,920,266

Net assets consist of:
Paid in capital	$	86,412,313
Undistributed net investment income		644,715
Accumulated net realized loss on investments		(49,613,057	)
Net unrealized appreciation on investments		16,476,295
Net assets	$	53,920,266

Investor Class:
Net assets	$	37,345,928
Capital shares outstanding		1,162,333
Net asset value per share	$	32.13

Advisor Class:
Net assets	$	2,924,598
Capital shares outstanding		96,283
Net asset value per share	$	30.38

A-Class:
Net assets	$	5,365,151
Capital shares outstanding		172,177
Net asset value per share	$	31.16
Maximum offering price per share (Net asset value divided by 95.25%)	$	32.71

C-Class:
Net assets	$	8,284,589
Capital shares outstanding		295,852
Net asset value per share	$	28.00

STATEMENT OF OPERATIONS(Unaudited)
Period Ended September 30, 2014

Investment Income:
Dividends (net of foreign withholding tax of $28,117)	$	346,982
Income from securities lending, net		52,130
Interest		23
Total investment income		399,135

Expenses:
Management fees		252,836
Transfer agent and administrative fees		84,279
Distribution and service fees:
Advisor Class		10,826
A-Class		8,567
C-Class		49,959
Portfolio accounting fees		33,711
Registration fees		28,750
Custodian fees		3,935
Trustees' fees*		2,930
Line of credit interest expense		144
Miscellaneous		19,894
Total expenses		495,831
Net investment loss		(96,696	)

Net Realized and Unrealized Gain (Loss):
Net realized gain (loss) on:
Investments		(593,014	)
Foreign currency		(3	)
Net realized loss		(593,017	)
Net change in unrealized appreciation (depreciation) on:
Investments		(6,484,986	)
Foreign currency		(1	)
Net change in unrealized appreciation (depreciation)		(6,484,987	)
Net realized and unrealized loss		(7,078,004	)
Net decrease in net assets resulting from operations	$	(7,174,700	)

*	Relates to Trustees not deemed "interested persons" within the meaning of Section 2(a)(19) of the 1940 Act.


SEE NOTES TO FINANCIAL STATEMENTS.	THE RYDEX FUNDS SEMI-ANNUAL REPORT \| 95

PRECIOUS METALS FUND

STATEMENTS OF CHANGES IN NET ASSETS

	Period Ended September 30, 2014 (Unaudited)			Year Ended March 31, 2014
Increase (Decrease) in Net Assets from Operations:
Net investment income (loss)	$	(96,696	)	$	531,727
Net realized loss on investments		(593,017	)		(21,811,865	)
Net change in unrealized appreciation (depreciation) on investments		(6,484,987	)		(18,958,806	)
Net decrease in net assets resulting from operations		(7,174,700	)		(40,238,944	)

Distributions to shareholders from:
Net investment income
Investor Class		—			(214,700	)
Advisor Class		—			(17,921	)
A-Class		—			(18,796	)
C-Class		—			(51,914	)
Total distributions to shareholders		—			(303,331	)

Capital share transactions:
Proceeds from sale of shares
Investor Class		120,779,487			338,664,021
Advisor Class		34,155,074			73,664,880
A-Class		13,610,462			8,057,501
C-Class		10,652,956			25,324,298
Distributions reinvested
Investor Class		—			205,735
Advisor Class		—			17,782
A-Class		—			15,489
C-Class		—			49,648
Cost of shares redeemed
Investor Class		(121,616,363	)		(336,034,319	)
Advisor Class		(34,827,802	)		(71,421,958	)
A-Class		(12,443,025	)		(6,716,766	)
C-Class		(10,555,074	)		(29,074,122	)
Net increase (decrease) from capital share transactions		(244,285	)		2,752,189
Net decrease in net assets		(7,418,985	)		(37,790,086	)

Net assets:
Beginning of period		61,339,251			99,129,337
End of period	$	53,920,266		$	61,339,251
Undistributed net investment income at end of period	$	644,715		$	741,411

Capital share activity:
Shares sold
Investor Class		3,208,332			8,791,258
Advisor Class		970,214			2,073,315
A-Class		370,249			216,466
C-Class		323,997			747,420
Shares issued from reinvestment of distributions
Investor Class		—			6,301
Advisor Class		—			574
A-Class		—			488
C-Class		—			1,730
Shares redeemed
Investor Class		(3,243,436	)		(8,982,178	)
Advisor Class		(992,122	)		(2,019,696	)
A-Class		(348,734	)		(185,372	)
C-Class		(323,292	)		(860,994	)
Net decrease in shares		(34,792	)		(210,688	)


96 \| THE RYDEX FUNDS SEMI-ANNUAL REPORT	SEE NOTES TO FINANCIAL STATEMENTS.

PRECIOUS METALS FUND

FINANCIAL HIGHLIGHTS

This table is presented to show selected data for a share outstanding throughout each period and to assist shareholders in evaluating a Fund's performance for the periods presented.

Investor Class	Period Ended September 30, 2014^a			Year Ended March 31, 2014			Year Ended March 28, 2013			Year Ended March 31, 2012			Year Ended March 31, 2011			Year Ended March 31, 2010
Per Share Data
Net asset value, beginning of period	$	35.78		$	51.65		$	65.73		$	86.74		$	61.73		$	46.36
Income (loss) from investment operations:
Net investment income (loss)^b		(.01	)		.36			.34			(.02	)		(.28	)		(.44	)
Net gain (loss) on investments (realized and unrealized)		(3.64	)		(16.06	)		(12.12	)		(20.70	)		25.32			15.96
Total from investment operations		(3.65	)		(15.70	)		(11.78	)		(20.72	)		25.04			15.52
Less distributions from:
Net investment income		—			(.17	)		(.10	)		(.29	)		(.03	)		—
Net realized gains		—			—			(2.20	)		—			—			(.08	)
Return of capital		—			—			—			—			—			(.07	)
Total distributions		—			(.17	)		(2.30	)		(.29	)		(.03	)		(.15	)
Net asset value, end of period	$	32.13		$	35.78		$	51.65		$	65.73		$	86.74		$	61.73

Total Return^c		(10.20	%)		(30.37	%)		(18.60	%)		(23.91	%)		40.57	%		33.44	%
Ratios/Supplemental Data
Net assets, end of period (in thousands)	$	37,346		$	42,846		$	71,386		$	79,637		$	141,798		$	113,546
Ratios to average net assets:
Net investment income (loss)		(0.07	%)		0.96	%		0.55	%		(0.03	%)		(0.37	%)		(0.76	%)
Total expenses^d		1.26	%		1.27	%		1.25	%		1.26	%		1.28	%		1.28	%
Portfolio turnover rate		170	%		348	%		206	%		235	%		322	%		383	%

Advisor Class	Period Ended September 30, 2014^a			Year Ended March 31, 2014			Year Ended March 28, 2013			Year Ended March 31, 2012			Year Ended March 31, 2011			Year Ended March 31, 2010
Per Share Data
Net asset value, beginning of period	$	33.92		$	49.20		$	63.02		$	83.59		$	59.79		$	45.12
Income (loss) from investment operations:
Net investment income (loss)^b		(.09	)		.12			(.02	)		(.44	)		(.61	)		(.79	)
Net gain (loss) on investments (realized and unrealized)		(3.45	)		(15.23	)		(11.50	)		(19.84	)		24.44			15.61
Total from investment operations		(3.54	)		(15.11	)		(11.52	)		(20.28	)		23.83			14.82
Less distributions from:
Net investment income		—			(.17	)		(.10	)		(.29	)		(.03	)		—
Net realized gains		—			—			(2.20	)		—			—			(.08	)
Return of capital		—			—			—			—			—			(.07	)
Total distributions		—			(.17	)		(2.30	)		(.29	)		(.03	)		(.15	)
Net asset value, end of period	$	30.38		$	33.92		$	49.20		$	63.02		$	83.59		$	59.79

Total Return^c		(10.41	%)		(30.71	%)		(18.99	%)		(24.29	%)		39.87	%		32.81	%
Ratios/Supplemental Data
Net assets, end of period (in thousands)	$	2,925		$	4,009		$	3,148		$	9,610		$	30,418		$	18,677
Ratios to average net assets:
Net investment income (loss)		(0.53	%)		0.34	%		(0.04	%)		(0.59	%)		(0.86	%)		(1.35	%)
Total expenses^d		1.77	%		1.77	%		1.75	%		1.76	%		1.78	%		1.77	%
Portfolio turnover rate		170	%		348	%		206	%		235	%		322	%		383	%


SEE NOTES TO FINANCIAL STATEMENTS.	THE RYDEX FUNDS SEMI-ANNUAL REPORT \| 97

PRECIOUS METALS FUND

FINANCIAL HIGHLIGHTS(concluded)

This table is presented to show selected data for a share outstanding throughout each period and to assist shareholders in evaluating a Fund's performance for the periods presented.

A-Class	Period Ended September 30, 2014^a			Year Ended March 31, 2014			Year Ended March 28, 2013			Year Ended March 31, 2012			Year Ended March 31, 2011			Year Ended March 31, 2010
Per Share Data
Net asset value, beginning of period	$	34.75		$	50.28		$	64.21		$	84.97		$	60.63		$	45.64
Income (loss) from investment operations:
Net investment income (loss)^b		(.07	)		.16			.21			(.22	)		(.45	)		(.59	)
Net gain (loss) on investments (realized and unrealized)		(3.52	)		(15.52	)		(11.84	)		(20.25	)		24.82			15.73
Total from investment operations		(3.59	)		(15.36	)		(11.63	)		(20.47	)		24.37			15.14
Less distributions from:
Net investment income		—			(.17	)		(.10	)		(.29	)		(.03	)		—
Net realized gains		—			—			(2.20	)		—			—			(.08	)
Return of capital		—			—			—			—			—			(.07	)
Total distributions		—			(.17	)		(2.30	)		(.29	)		(.03	)		(.15	)
Net asset value, end of period	$	31.16		$	34.75		$	50.28		$	64.21		$	84.97		$	60.63

Total Return^c		(10.33	%)		(30.52	%)		(18.80	%)		(24.13	%)		40.21	%		33.14	%
Ratios/Supplemental Data
Net assets, end of period (in thousands)	$	5,365		$	5,235		$	5,988		$	6,412		$	14,919		$	8,422
Ratios to average net assets:
Net investment income (loss)		(0.35	%)		0.45	%		0.35	%		(0.30	%)		(0.63	%)		(1.04	%)
Total expenses^d		1.52	%		1.52	%		1.50	%		1.51	%		1.53	%		1.52	%
Portfolio turnover rate		170	%		348	%		206	%		235	%		322	%		383	%

C-Class	Period Ended September 30, 2014^a			Year Ended March 31, 2014			Year Ended March 28, 2013			Year Ended March 31, 2012			Year Ended March 31, 2011			Year Ended March 31, 2010
Per Share Data
Net asset value, beginning of period	$	31.34		$	45.72		$	59.02		$	78.70		$	56.58		$	42.92
Income (loss) from investment operations:
Net investment income (loss)^b		(.18	)		(.07	)		(.23	)		(.72	)		(.94	)		(.97	)
Net gain (loss) on investments (realized and unrealized)		(3.16	)		(14.14	)		(10.77	)		(18.67	)		23.09			14.78
Total from investment operations		(3.34	)		(14.21	)		(11.00	)		(19.39	)		22.15			13.81
Less distributions from:
Net investment income		—			(.17	)		(.10	)		(.29	)		(.03	)		—
Net realized gains		—			—			(2.20	)		—			—			(.08	)
Return of capital		—			—			—			—			—			(.07	)
Total distributions		—			(.17	)		(2.30	)		(.29	)		(.03	)		(.15	)
Net asset value, end of period	$	28.00		$	31.34		$	45.72		$	59.02		$	78.70		$	56.58

Total Return^c		(10.66	%)		(31.05	%)		(19.39	%)		(24.68	%)		39.18	%		32.14	%
Ratios/Supplemental Data
Net assets, end of period (in thousands)	$	8,285		$	9,250		$	18,608		$	26,533		$	39,650		$	23,483
Ratios to average net assets:
Net investment income (loss)		(1.12	%)		(0.22	%)		(0.42	%)		(1.04	%)		(1.37	%)		(1.81	%)
Total expenses^d		2.27	%		2.27	%		2.25	%		2.26	%		2.28	%		2.28	%
Portfolio turnover rate		170	%		348	%		206	%		235	%		322	%		383	%

^a	Unaudited figures for the period ended September 30, 2014. Percentage amounts for the period, except total return and portfolio turnover rate, have been annualized.
^b	Net investment income (loss) per share was computed using average shares outstanding throughout the period.
^c	Total return does not reflect the impact of any applicable sales charges and has not been annualized.
^d	Does not include expenses of the underlying funds in which the Fund invests.


98 \| THE RYDEX FUNDS SEMI-ANNUAL REPORT	SEE NOTES TO FINANCIAL STATEMENTS.

FUND PROFILE(Unaudited)

September 30, 2014

REAL ESTATE FUND

OBJECTIVE: Seeks to provide capital appreciation by investing in companies that are involved in the real estate industry, including real estate investment trusts ("REITs") (collectively, "Real Estate Companies").

Holdings Diversification (Market Exposure as % of Net Assets)

"Holdings Diversification (Market Exposure as % of Net Assets)" excludes any temporary cash investments.

Inception Dates:
A-Class	September 1, 2004
C-Class	February 20, 2004
H-Class	February 20, 2004

Ten Largest Holdings (% of Total Net Assets)
Simon Property Group, Inc.	2.3%
American Tower Corp. — Class A	2.0%
Public Storage	1.8%
Crown Castle International Corp.	1.7%
Equity Residential	1.6%
General Growth Properties, Inc.	1.5%
Health Care REIT, Inc.	1.4%
AvalonBay Communities, Inc.	1.4%
Prologis, Inc.	1.4%
Ventas, Inc.	1.4%
Top Ten Total	16.5%

"Ten Largest Holdings" exclude any temporary cash or derivative investments.


	THE RYDEX FUNDS SEMI-ANNUAL REPORT \| 99

SCHEDULE OF INVESTMENTS (Unaudited)	September 30, 2014
REAL ESTATE FUND

	Shares		Value

COMMON STOCKS† - 100.9%

REITs - 90.1%
REITs-DIVERSIFIED - 17.1%
American Tower Corp. — Class A		5,952	$	557,285
Crown Castle International Corp.		5,940		478,347
Vornado Realty Trust		3,911		390,943
Weyerhaeuser Co.		11,729		373,686
Digital Realty Trust, Inc.		4,288		267,485
Plum Creek Timber Company, Inc.		6,100		237,961
Duke Realty Corp.		12,681		217,860
Liberty Property Trust		5,896		196,101
Rayonier, Inc.		5,768		179,616
Corrections Corporation of America		5,207		178,913
Retail Properties of America, Inc. — Class A		11,496		168,186
Geo Group, Inc.		4,030		154,027
EPR Properties		2,889		146,415
Cousins Properties, Inc.		12,180		145,551
Lexington Realty Trust		13,683		133,957
PS Business Parks, Inc.		1,700		129,438
DuPont Fabros Technology, Inc.		4,579		123,816
National Health Investors, Inc.		2,160		123,422
Washington Real Estate Investment Trust		4,620		117,256
Potlatch Corp.		2,879		115,765
New Residential Investment Corp.		19,510		113,743
American Assets Trust, Inc.		3,280		108,142
STAG Industrial, Inc.		5,020		103,964
Total REITs-Diversified				4,761,879

REITs-OFFICE PROPERTY - 12.0%
Boston Properties, Inc.		3,286		380,386
American Realty Capital Properties, Inc.		24,912		300,439
SL Green Realty Corp.		2,786		282,278
Alexandria Real Estate Equities, Inc.		2,831		208,786
Kilroy Realty Corp.		3,406		202,453
BioMed Realty Trust, Inc.		8,958		180,952
Douglas Emmett, Inc.		6,826		175,223
Equity Commonwealth*		6,572		168,966
Highwoods Properties, Inc.		4,310		167,659
Columbia Property Trust, Inc.		6,610		157,781
Piedmont Office Realty Trust, Inc. — Class A		8,406		148,282
Brandywine Realty Trust		10,114		142,304
Corporate Office Properties Trust		5,284		135,904
Parkway Properties, Inc.		6,536		122,746
Hudson Pacific Properties, Inc.		4,770		117,628
New York REIT, Inc.		11,440		117,603
Mack-Cali Realty Corp.		6,141		117,355
Government Properties Income Trust		5,105		111,851
Empire State Realty Trust, Inc. — Class A		7,350		110,397
Total REITs-Office Property				3,348,993

REITs-APARTMENTS - 10.7%
Equity Residential		7,050		434,139
AvalonBay Communities, Inc.		2,825		398,240
Essex Property Trust, Inc.		1,710		305,663
UDR, Inc.		8,748		238,383
Camden Property Trust		3,260		223,408
Mid-America Apartment Communities, Inc.		3,074		201,808
Apartment Investment & Management Co. — Class A		6,124		194,866
American Campus Communities, Inc.		4,903		178,714
American Homes 4 Rent — Class A		10,143		171,315
Home Properties, Inc.		2,839		165,343
Post Properties, Inc.		2,985		153,250
Education Realty Trust, Inc.		10,503		107,971
Starwood Waypoint Residential Trust		3,572		92,908
Associated Estates Realty Corp.		5,220		91,402
Total REITs-Apartments				2,957,410

REITs-MORTGAGE - 9.1%
Annaly Capital Management, Inc.		26,572		283,789
American Capital Agency Corp.		11,583		246,139
Starwood Property Trust, Inc.		9,077		199,331
NorthStar Realty Finance Corp.		11,058		195,395
Two Harbors Investment Corp.		17,530		169,515
MFA Financial, Inc.		19,551		152,107
Colony Financial, Inc.		6,340		141,889
Newcastle Investment Corp.		9,840		124,771
Invesco Mortgage Capital, Inc.		7,874		123,779
Hatteras Financial Corp.		6,547		117,584
PennyMac Mortgage Investment Trust		5,391		115,529
Redwood Trust, Inc.		6,330		104,951
Blackstone Mortgage Trust, Inc. — Class A		3,860		104,606
CYS Investments, Inc.		12,346		101,731
Capstead Mortgage Corp.		7,895		96,635
iStar Financial, Inc.*		7,070		95,445
American Capital Mortgage Investment Corp.		4,640		87,325
Western Asset Mortgage Capital Corp.		4,810		71,092
Total REITs-Mortgage				2,531,613

REITs-HEALTH CARE - 8.3%
Health Care REIT, Inc.		6,394		398,793
Ventas, Inc.		6,329		392,082
HCP, Inc.		9,825		390,151
Omega Healthcare Investors, Inc.		5,498		187,977
Senior Housing Properties Trust		8,935		186,920
Healthcare Trust of America, Inc. — Class A		12,911		149,768
Healthcare Realty Trust, Inc.		5,873		139,073
Medical Properties Trust, Inc.		10,659		130,679
American Realty Capital Healthcare Trust, Inc.		11,640		121,987
LTC Properties, Inc.		2,770		102,185
Sabra Health Care REIT, Inc.		3,940		95,821
Total REITs-Health Care				2,295,436

REITs-REGIONAL MALLS - 7.7%
Simon Property Group, Inc.		3,951		649,623
General Growth Properties, Inc.		17,564		413,632
Macerich Co.		4,250		271,278


100 \| THE RYDEX FUNDS SEMI-ANNUAL REPORT	SEE NOTES TO FINANCIAL STATEMENTS.

SCHEDULE OF INVESTMENTS (Unaudited)(continued)	September 30, 2014
REAL ESTATE FUND

	Shares		Value
Taubman Centers, Inc.		2,653	$	193,669
Tanger Factory Outlet Centers, Inc.		4,876		159,543
CBL & Associates Properties, Inc.		8,602		153,976
Glimcher Realty Trust		8,413		113,912
Pennsylvania Real Estate Investment Trust		5,179		103,269
Rouse Properties, Inc.		5,100		82,467
Total REITs-Regional Malls				2,141,369

REITs-SHOPPING CENTERS - 7.2%
Kimco Realty Corp.		12,446		272,691
Federal Realty Investment Trust		2,165		256,466
DDR Corp.		13,497		225,805
Brixmor Property Group, Inc.		9,550		212,583
Regency Centers Corp.		3,745		201,593
Weingarten Realty Investors		5,633		177,440
Washington Prime Group, Inc.		9,300		162,564
Equity One, Inc.		6,843		148,014
Kite Realty Group Trust		5,290		128,230
Acadia Realty Trust		4,210		116,112
Retail Opportunity Investments Corp.		7,180		105,546
Total REITs-Shopping Centers				2,007,044

REITs-HOTELS - 7.0%
Host Hotels & Resorts, Inc.		17,006		362,737
Hospitality Properties Trust		6,653		178,633
RLJ Lodging Trust		6,140		174,806
LaSalle Hotel Properties		4,896		167,639
Strategic Hotels & Resorts, Inc.*		13,398		156,087
Sunstone Hotel Investors, Inc.		11,061		152,863
Ryman Hospitality Properties, Inc.		3,020		142,846
DiamondRock Hospitality Co.		11,113		140,913
Pebblebrook Hotel Trust		3,750		140,025
Chesapeake Lodging Trust		3,950		115,143
Hersha Hospitality Trust		15,893		101,238
FelCor Lodging Trust, Inc.		10,383		97,185
Total REITs-Hotels				1,930,115

REITs-WAREHOUSE/INDUSTRIES - 3.6%
Prologis, Inc.		10,509		396,189
DCT Industrial Trust, Inc.		19,349		145,311
First Industrial Realty Trust, Inc.		7,636		129,125
EastGroup Properties, Inc.		2,100		127,239
Chambers Street Properties		16,158		121,670
CyrusOne, Inc.		3,670		88,227
Total REITs-Warehouse/Industries				1,007,761

REITs-STORAGE - 3.6%
Public Storage		2,963		491,385
Extra Space Storage, Inc.		4,327		223,143
CubeSmart		8,277		148,820
Sovran Self Storage, Inc.		1,928		143,366
Total REITs-Storage				1,006,714

REITs-SINGLE TENANT - 2.7%
Realty Income Corp.		6,669		272,029
National Retail Properties, Inc.		5,481		189,478
Spirit Realty Capital, Inc.		17,233		189,046
Select Income REIT		4,460		107,263
Total REITs-Single Tenant				757,816

REITs-MANUFACTURED HOMES - 1.1%
Equity Lifestyle Properties, Inc.		4,062		172,066
Sun Communities, Inc.		2,551		128,826
Total REITs-Manufactured Homes				300,892

Total REITs				25,047,042

REAL ESTATE - 8.4%
REAL ESTATE MANAGEMENT/SERVICES - 4.6%
CBRE Group, Inc. — Class A*		9,654		287,109
WP Carey, Inc.		3,532		225,236
Jones Lang LaSalle, Inc.		1,713		216,420
Realogy Holdings Corp.*		5,524		205,493
Altisource Residential Corp.		8,180		196,320
Kennedy-Wilson Holdings, Inc.		5,736		137,435
Total Real Estate Management/Services				1,268,013

REAL ESTATE OPERATIONS/DEVELOPMENT - 3.1%
Howard Hughes Corp.*		1,592		238,800
Brookfield Asset Management, Inc. — Class A		4,380		196,925
Forest City Enterprises, Inc. — Class A*		9,182		179,600
St. Joe Co.*		6,095		121,473
Alexander & Baldwin, Inc.		3,260		117,262
Total Real Estate Operations/Development				854,060

REAL ESTATE SERVICES - 0.7%
E-House China Holdings Ltd. ADR		21,030		200,206

Total Real Estate				2,322,279

DIVERSIFIED FINANCIAL SERVICES - 1.4%
INVESTMENT MANAGEMENT/ADVISORY SERVICES - 1.4%
Altisource Portfolio Solutions S.A.*,1		2,042		205,833
NorthStar Asset Management Group Incorporated*		9,178		169,059
Total Investment Management/Advisory Services				374,892

Total Diversified Financial Services				374,892

ENTERTAINMENT - 0.6%
CASINO SERVICES - 0.6%
Gaming and Leisure Properties, Inc.		5,473		169,116

CHEMICALS - 0.4%
CHEMICALS-FIBERS - 0.4%
Rayonier Advanced Materials, Inc.1		3,562		117,225

Total Common Stocks
(Cost $23,560,971)				28,030,554


SEE NOTES TO FINANCIAL STATEMENTS.	THE RYDEX FUNDS SEMI-ANNUAL REPORT \| 101

SCHEDULE OF INVESTMENTS (Unaudited)(continued)	September 30, 2014
REAL ESTATE FUND

	Face Amount		Value

REPURCHASE AGREEMENTS††,2 - 0.3%
UMB Financial Corp. issued 09/30/14 at 0.00% due 10/01/14	$	33,614	$	33,614
HSBC Group issued 09/30/14 at 0.00% due 10/01/14		13,844		13,844
RBC Capital Markets issued 09/30/14 at (0.05)% due 10/01/14		13,844		13,844
Mizuho Financial Group, Inc. issued 09/30/14 at 0.01% due 10/01/14		13,844		13,844
Total Repurchase Agreements
(Cost $75,146)				75,146

SECURITIES LENDING COLLATERAL††,3 - 0.7%
Repurchase Agreements
HSBC Securities, Inc. issued 09/30/14 at 0.00% due 10/01/14		157,308		157,308
BNP Paribas Securities Corp. issued 09/30/14 at 0.00% due 10/01/14		25,788		25,788
Total Securities Lending Collateral
(Cost $183,096)				183,096

Total Investments - 101.9%
(Cost $23,819,213)			$	28,288,796
Other Assets & Liabilities, net - (1.9)%				(527,255	)
Total Net Assets - 100.0%			$	27,761,541

*	Non-income producing security.
†	Value determined based on Level 1 inputs — See Note 4.
††	Value determined based on Level 2 inputs — See Note 4.
1	All or portion of this security is on loan at September 30, 2014 — See Note 6.
2	Repurchase Agreements — See Note 5.
3	Securities lending collateral — See Note 6.
	ADR — American Depositary Receipt
	REIT — Real Estate Investment Trust


102 \| THE RYDEX FUNDS SEMI-ANNUAL REPORT	SEE NOTES TO FINANCIAL STATEMENTS.

REAL ESTATE FUND

STATEMENT OF ASSETS AND LIABILITIES(Unaudited)
September 30, 2014

Assets:
Investments, at value - including $210,024 of securities loaned (cost $23,560,971)	$	28,030,554
Repurchase agreements, at value (cost $258,242)		258,242
Total investments (cost $23,819,213)		28,288,796
Segregated cash with broker		30,004
Cash		752
Receivables:
Dividends		150,578
Fund shares sold		50,769
Securities lending income		180
Total assets		28,521,079

Liabilities:
Payable for:
Fund shares redeemed		485,220
Upon return of securities loaned		213,100
Management fees		24,440
Distribution and service fees		8,808
Transfer agent and administrative fees		7,188
Portfolio accounting fees		2,875
Miscellaneous		17,907
Total liabilities		759,538
Net assets	$	27,761,541

Net assets consist of:
Paid in capital	$	40,199,180
Undistributed net investment income		417,974
Accumulated net realized loss on investments		(17,325,196	)
Net unrealized appreciation on investments		4,469,583
Net assets	$	27,761,541

A-Class:
Net assets	$	2,626,113
Capital shares outstanding		77,264
Net asset value per share	$	33.99
Maximum offering price per share (Net asset value divided by 95.25%)	$	35.69

C-Class:
Net assets	$	2,450,407
Capital shares outstanding		79,054
Net asset value per share	$	31.00

H-Class:
Net assets	$	22,685,021
Capital shares outstanding		668,885
Net asset value per share	$	33.91

STATEMENT OF OPERATIONS(Unaudited)
Period Ended September 30, 2014

Investment Income:
Dividends (net of foreign withholding tax of $920)	$	564,351
Income from securities lending, net		498
Interest		13
Total investment income		564,862

Expenses:
Management fees		165,884
Transfer agent and administrative fees		48,789
Distribution and service fees:
A-Class		5,791
C-Class		12,933
H-Class		39,765
Portfolio accounting fees		19,516
Custodian fees		2,279
Tax expense		1,794
Trustees' fees*		1,210
Line of credit interest expense		174
Miscellaneous		28,580
Total expenses		326,715
Net investment income		238,147

Net Realized and Unrealized Gain (Loss):
Net realized gain (loss) on:
Investments		(100,414	)
Net realized loss		(100,414	)
Net change in unrealized appreciation (depreciation) on:
Investments		421,115
Net change in unrealized appreciation (depreciation)		421,115
Net realized and unrealized gain		320,701
Net increase in net assets resulting from operations	$	558,848

*	Relates to Trustees not deemed "interested persons" within the meaning of Section 2(a)(19) of the 1940 Act.


SEE NOTES TO FINANCIAL STATEMENTS.	THE RYDEX FUNDS SEMI-ANNUAL REPORT \| 103

REAL ESTATE FUND

STATEMENTS OF CHANGES IN NET ASSETS

	Period Ended September 30, 2014 (Unaudited)			Year Ended March 31, 2014
Increase (Decrease) in Net Assets from Operations:
Net investment income	$	238,147		$	260,925
Net realized gain (loss) on investments		(100,414	)		2,653,853
Net change in unrealized appreciation (depreciation) on investments		421,115			(2,954,093	)
Net increase (decrease) in net assets resulting from operations		558,848			(39,315	)

Distributions to shareholders from:
Net investment income
A-Class		—			(69,328	)
C-Class		—			(67,311	)
H-Class		—			(200,042	)
Total distributions to shareholders		—			(336,681	)

Capital share transactions:
Proceeds from sale of shares
A-Class		9,328,294			12,878,425
C-Class		14,951,507			28,309,538
H-Class		124,875,662			154,735,643
Distributions reinvested
A-Class		—			64,436
C-Class		—			64,791
H-Class		—			198,562
Cost of shares redeemed
A-Class		(11,001,511	)		(21,614,347	)
C-Class		(15,000,626	)		(28,623,424	)
H-Class		(122,324,721	)		(144,941,887	)
Net increase from capital share transactions		828,605			1,071,737
Net increase in net assets		1,387,453			695,741

Net assets:
Beginning of period		26,374,088			25,678,347
End of period	$	27,761,541		$	26,374,088
Undistributed net investment income at end of period	$	417,974		$	179,827

Capital share activity:
Shares sold
A-Class		266,745			388,565
C-Class		467,945			923,737
H-Class		3,587,727			4,583,841
Shares issued from reinvestment of distributions
A-Class		—			2,095
C-Class		—			2,296
H-Class		—			6,468
Shares redeemed
A-Class		(312,688	)		(630,360	)
C-Class		(470,399	)		(935,775	)
H-Class		(3,510,278	)		(4,297,722	)
Net increase in shares		29,052			43,145


104 \| THE RYDEX FUNDS SEMI-ANNUAL REPORT	SEE NOTES TO FINANCIAL STATEMENTS.

REAL ESTATE FUND

FINANCIAL HIGHLIGHTS

This table is presented to show selected data for a share outstanding throughout each period and to assist shareholders in evaluating a Fund's performance for the periods presented.

A-Class	Period Ended September 30, 2014^a			Year Ended March 31, 2014			Year Ended March 28, 2013			Year Ended March 31, 2012			Year Ended March 31, 2011			Year Ended March 31, 2010
Per Share Data
Net asset value, beginning of period	$	33.47		$	34.43		$	30.27		$	29.06		$	24.24		$	12.83
Income (loss) from investment operations:
Net investment income (loss)^b		.16			.65			.58			.45			.27			.44
Net gain (loss) on investments (realized and unrealized)		.36			(.14	)		4.18			1.07			5.17			11.11
Total from investment operations		.52			.51			4.76			1.52			5.44			11.55
Less distributions from:
Net investment income		—			(1.47	)		(.60	)		(.31	)		(.62	)		(.14	)
Total distributions		—			(1.47	)		(.60	)		(.31	)		(.62	)		(.14	)
Net asset value, end of period	$	33.99		$	33.47		$	34.43		$	30.27		$	29.06		$	24.24

Total Return^c		1.55	%		1.86	%		16.03	%		5.42	%		22.72	%		90.16	%
Ratios/Supplemental Data
Net assets, end of period (in thousands)	$	2,626		$	4,124		$	12,495		$	2,364		$	3,991		$	4,303
Ratios to average net assets:
Net investment income (loss)		0.94	%		1.92	%		1.82	%		1.59	%		1.07	%		2.15	%
Total expenses		1.63	%		1.65	%		1.61	%		1.61	%		1.63	%		1.65	%
Portfolio turnover rate		272	%		788	%		699	%		974	%		485	%		1,520	%

C-Class	Period Ended September 30, 2014^a			Year Ended March 31, 2014			Year Ended March 28, 2013			Year Ended March 31, 2012			Year Ended March 31, 2011			Year Ended March 31, 2010
Per Share Data
Net asset value, beginning of period	$	30.64		$	31.89		$	28.29		$	27.41		$	23.11		$	12.33
Income (loss) from investment operations:
Net investment income (loss)^b		.13			.29			.27			.22			.10			.40
Net gain (loss) on investments (realized and unrealized)		.23			(.07	)		3.93			.97			4.82			10.52
Total from investment operations		.36			.22			4.20			1.19			4.92			10.92
Less distributions from:
Net investment income		—			(1.47	)		(.60	)		(.31	)		(.62	)		(.14	)
Total distributions		—			(1.47	)		(.60	)		(.31	)		(.62	)		(.14	)
Net asset value, end of period	$	31.00		$	30.64		$	31.89		$	28.29		$	27.41		$	23.11

Total Return^c		1.18	%		1.09	%		15.12	%		4.57	%		21.58	%		88.70	%
Ratios/Supplemental Data
Net assets, end of period (in thousands)	$	2,450		$	2,497		$	2,910		$	1,798		$	2,356		$	2,143
Ratios to average net assets:
Net investment income (loss)		0.82	%		0.93	%		0.92	%		0.83	%		0.42	%		2.06	%
Total expenses		2.37	%		2.38	%		2.35	%		2.36	%		2.39	%		2.41	%
Portfolio turnover rate		272	%		788	%		699	%		974	%		485	%		1,520	%


SEE NOTES TO FINANCIAL STATEMENTS.	THE RYDEX FUNDS SEMI-ANNUAL REPORT \| 105

REAL ESTATE FUND

FINANCIAL HIGHLIGHTS(concluded)

This table is presented to show selected data for a share outstanding throughout each period and to assist shareholders in evaluating a Fund's performance for the periods presented.

H-Class	Period Ended September 30, 2014^a			Year Ended March 31, 2014			Year Ended March 28, 2013			Year Ended March 31, 2012			Year Ended March 31, 2011			Year Ended March 31, 2010
Per Share Data
Net asset value, beginning of period	$	33.40		$	34.38		$	30.23		$	29.02		$	24.22		$	12.82
Income (loss) from investment operations:
Net investment income (loss)^b		.23			.52			.46			.42			.29			.50
Net gain (loss) on investments (realized and unrealized)		.28			(.03	)		4.29			1.10			5.13			11.04
Total from investment operations		.51			.49			4.75			1.52			5.42			11.54
Less distributions from:
Net investment income		—			(1.47	)		(.60	)		(.31	)		(.62	)		(.14	)
Total distributions		—			(1.47	)		(.60	)		(.31	)		(.62	)		(.14	)
Net asset value, end of period	$	33.91		$	33.40		$	34.38		$	30.23		$	29.02		$	24.22

Total Return^c		1.53	%		1.84	%		15.95	%		5.42	%		22.70	%		90.15	%
Ratios/Supplemental Data
Net assets, end of period (in thousands)	$	22,685		$	19,753		$	10,273		$	13,511		$	22,045		$	34,926
Ratios to average net assets:
Net investment income (loss)		1.29	%		1.52	%		1.45	%		1.48	%		1.13	%		2.41	%
Total expenses		1.62	%		1.64	%		1.60	%		1.61	%		1.63	%		1.68	%
Portfolio turnover rate		272	%		788	%		699	%		974	%		485	%		1,520	%

^a	Unaudited figures for the period ended September 30, 2014. Percentage amounts for the period, except total return and portfolio turnover rate, have been annualized.
^b	Net investment income (loss) per share was computed using average shares outstanding throughout the period.
^c	Total return does not reflect the impact of any applicable sales charges and has not been annualized.


106 \| THE RYDEX FUNDS SEMI-ANNUAL REPORT	SEE NOTES TO FINANCIAL STATEMENTS.

FUND PROFILE(Unaudited)

September 30, 2014

RETAILING FUND

OBJECTIVE: Seeks to provide capital appreciation by investing in companies engaged in merchandising finished goods and services, including department stores, mail order operations and other companies involved in selling products to consumers ("Retailing Companies").

Holdings Diversification (Market Exposure as % of Net Assets)

"Holdings Diversification (Market Exposure as % of Net Assets)" excludes any temporary cash investments.

Inception Dates:
Investor Class	April 1, 1998
Advisor Class	April 21, 1998
A-Class	September 1, 2004
C-Class	May 9, 2001

Ten Largest Holdings (% of Total Net Assets)
Wal-Mart Stores, Inc.	5.5%
Amazon.com, Inc.	4.3%
Home Depot, Inc.	3.9%
CVS Health Corp.	3.3%
Priceline Group, Inc.	2.7%
Costco Wholesale Corp.	2.6%
Walgreen Co.	2.5%
Lowe's Companies, Inc.	2.5%
TJX Companies, Inc.	2.2%
Target Corp.	2.2%
Top Ten Total	31.7%

"Ten Largest Holdings" exclude any temporary cash or derivative investments.


	THE RYDEX FUNDS SEMI-ANNUAL REPORT \| 107

SCHEDULE OF INVESTMENTS (Unaudited)	September 30, 2014
RETAILING FUND

	Shares		Value

COMMON STOCKS† - 99.8%

RETAIL-DISCOUNT - 15.0%
Wal-Mart Stores, Inc.		7,730	$	591,113
Costco Wholesale Corp.		2,217		277,834
Target Corp.		3,774		236,554
Dollar General Corp.*		2,611		159,558
Dollar Tree, Inc.*		2,270		127,279
Family Dollar Stores, Inc.		1,430		110,453
HSN, Inc.		1,120		68,734
Big Lots, Inc.		1,318		56,740
Total Retail-Discount				1,628,265

RETAIL-APPAREL/SHOE - 12.6%
L Brands, Inc.		2,507		167,920
The Gap, Inc.		3,789		157,964
Ross Stores, Inc.		1,980		149,648
Foot Locker, Inc.		1,883		104,789
Urban Outfitters, Inc.*		2,269		83,272
American Eagle Outfitters, Inc.		4,390		63,743
DSW, Inc. — Class A		2,030		61,123
Abercrombie & Fitch Co. — Class A		1,566		56,908
Chico's FAS, Inc.		3,796		56,067
Men's Wearhouse, Inc.		1,161		54,822
Buckle, Inc.		1,193		54,150
ANN, Inc.*		1,242		51,083
Guess?, Inc.		2,300		50,531
Genesco, Inc.*		661		49,410
Ascena Retail Group, Inc.*		3,676		48,891
Express, Inc.*		2,650		41,367
Finish Line, Inc. — Class A		1,466		36,694
Children's Place, Inc.		768		36,603
Francesca's Holdings Corp.*		2,070		28,835
Aeropostale, Inc.*		5,705		18,769
Total Retail-Apparel/Shoe				1,372,589

E-COMMERCE/SERVICES - 11.0%
Priceline Group, Inc.*		248		287,329
Netflix, Inc.*		441		198,970
Liberty Interactive Corp. — Class A*		4,863		138,693
TripAdvisor, Inc.*		1,475		134,845
Expedia, Inc.		1,465		128,363
Ctrip.com International Ltd. ADR*		1,590		90,248
Groupon, Inc. — Class A*		11,839		79,085
Liberty Ventures*		1,650		62,634
RetailMeNot, Inc.*		2,190		35,390
Orbitz Worldwide, Inc.*		4,400		34,628
Total E-Commerce/Services				1,190,185

E-COMMERCE/PRODUCTS - 7.2%
Amazon.com, Inc.*		1,437		463,346
Vipshop Holdings Ltd. ADR*		560		105,846
zulily, Inc. — Class A*,1		2,160		81,842
E-Commerce China Dangdang, Inc. — Class A ADR*,1		5,620		68,564
Shutterfly, Inc.*		1,088		53,029
Total E-Commerce/Products				772,627

RETAIL-BUILDING PRODUCTS - 6.8%
Home Depot, Inc.		4,523		414,940
Lowe's Companies, Inc.		5,065		268,040
Lumber Liquidators Holdings, Inc.*		790		45,330
Total Retail-Building Products				728,310

RETAIL-DRUG STORE - 6.4%
CVS Health Corp.		4,428		352,425
Walgreen Co.		4,586		271,812
Rite Aid Corp.*		14,380		69,599
Total Retail-Drug Store				693,836

RETAIL-MAJOR DEPARTMENT STORES - 4.7%
TJX Companies, Inc.		4,052		239,757
Nordstrom, Inc.		1,985		135,714
JC Penney Company, Inc.*		6,309		63,343
Sears Holdings Corp.*,1		2,440		61,561
Total Retail-Major Department Stores				500,375

RETAIL-AUTOMOBILE - 3.9%
CarMax, Inc.*		2,397		111,342
AutoNation, Inc.*		1,814		91,262
Penske Automotive Group, Inc.		1,720		69,815
Asbury Automotive Group, Inc.*		810		52,180
Lithia Motors, Inc. — Class A		670		50,712
Group 1 Automotive, Inc.		647		47,043
Total Retail-Automobile				422,354

RETAIL-AUTO PARTS - 3.8%
AutoZone, Inc.*		290		147,802
O'Reilly Automotive, Inc.*		973		146,300
Advance Auto Parts, Inc.		881		114,794
Total Retail-Auto Parts				408,896

DISTRIBUTION/WHOLESALE - 2.8%
Genuine Parts Co.		1,563		137,090
LKQ Corp.*		3,947		104,951
Pool Corp.		1,050		56,616
Total Distribution/Wholesale				298,657

RETAIL-REGIONAL DEPARTMENT STORES - 3.5%
Macy's, Inc.		2,848		165,696
Kohl's Corp.		2,159		131,764
Dillard's, Inc. — Class A		719		78,357
Total Retail-Regional Department Stores				375,817


108 \| THE RYDEX FUNDS SEMI-ANNUAL REPORT	SEE NOTES TO FINANCIAL STATEMENTS.

SCHEDULE OF INVESTMENTS (Unaudited)(continued)	September 30, 2014
RETAILING FUND

	Shares		Value
RETAIL-MISCELLANEOUS/DIVERSIFIED - 2.3%
Sally Beauty Holdings, Inc.*		2,806	$	76,800
CST Brands, Inc.		1,700		61,115
PriceSmart, Inc.		700		59,948
Five Below, Inc.*		1,360		53,870
Total Retail-Misc/Diversified				251,733

RETAIL-JEWELRY - 2.1%
Tiffany & Co.		1,365		131,463
Signet Jewelers Ltd.		848		96,596
Total Retail-Jewelry				228,059

RETAIL-SPORTING GOODS - 1.9%
Dick's Sporting Goods, Inc.		1,957		85,872
Cabela's, Inc.*		1,274		75,039
Hibbett Sports, Inc.*		920		39,220
Total Retail-Sporting Goods				200,131

RETAIL-OFFICE SUPPLIES - 1.5%
Staples, Inc.		8,345		100,975
Office Depot, Inc.*		11,660		59,932
Total Retail-Office Supplies				160,907

RETAIL-BEDDING - 1.3%
Bed Bath & Beyond, Inc.*		2,118		139,428

RETAIL-CONSUMER ELECTRONICS - 1.2%
Best Buy Company, Inc.		3,743		125,727

RETAIL-VITAMINS/NUTRITIONAL SUPPLEMENTS - 1.1%
GNC Holdings, Inc. — Class A		1,821		70,546
Vitamin Shoppe, Inc.*		1,011		44,878
Total Retail-Vitamins/Nutritional Supplements				115,424

RETAIL-GARDENING PRODUCTS - 1.0%
Tractor Supply Co.		1,792		110,226

RETAIL-HOME FURNISHINGS - 1.0%
Restoration Hardware Holdings, Inc.*		860		68,413
Pier 1 Imports, Inc.		2,868		34,101
Total Retail-Home Furnishings				102,514

RETAIL-PERFUME & COSMETICS - 0.9%
Ulta Salon Cosmetics & Fragrance, Inc.*		865		102,217

RETAIL-PET FOOD & SUPPLIES - 0.9%
PetSmart, Inc.		1,402		98,266

RENTAL AUTO/EQUIPMENT - 0.9%
Aaron's, Inc.		1,997		48,566
Rent-A-Center, Inc.		1,599		48,530
Total Rental Auto/Equipment				97,096

RETAIL-MAIL ORDER - 0.9%
Williams-Sonoma, Inc.		1,378		91,733

RETAIL-COMPUTER EQUIPMENTS - 0.7%
GameStop Corp. — Class A		1,895		78,074

INTERNET INCUBATORS - 0.7%
HomeAway, Inc.*		2,020		71,710

FOOD-RETAIL - 0.6%
Cia Brasileira de Distribuicao ADR		1,542		67,247

TRAVEL SERVICES - 0.6%
Qunar Cayman Islands Ltd. ADR*		2,210		61,107

OIL REFINING & MARKETING - 0.5%
Murphy USA, Inc.*		1,080		57,305

AUTO REPAIR CENTERS - 0.4%
Monro Muffler Brake, Inc.		930		45,133

RETAIL-APPLIANCES - 0.4%
Conn's, Inc.*,1		1,360		41,167

RETAIL-BOOKSTORE - 0.4%
Barnes & Noble, Inc.*		1,994		39,362

HOME FURNISHINGS - 0.4%
Select Comfort Corp.*		1,857		38,848

FINANCE-OTHER SERVICES - 0.4%
Outerwall, Inc.*		690		38,709

Total Common Stocks
(Cost $5,210,189)				10,754,034

	Face Amount

REPURCHASE AGREEMENTS††,2 - 1.0%
UMB Financial Corp. issued 09/30/14 at 0.00% due 10/01/14	$	46,615		46,615
HSBC Group issued 09/30/14 at 0.00% due 10/01/14		19,198		19,198
RBC Capital Markets issued 09/30/14 at (0.05)% due 10/01/14		19,198		19,198
Mizuho Financial Group, Inc. issued 09/30/14 at 0.01% due 10/01/14		19,198		19,198
Total Repurchase Agreements
(Cost $104,209)				104,209


SEE NOTES TO FINANCIAL STATEMENTS.	THE RYDEX FUNDS SEMI-ANNUAL REPORT \| 109

SCHEDULE OF INVESTMENTS (Unaudited)(concluded)	September 30, 2014
RETAILING FUND

	Face Amount		Value

SECURITIES LENDING COLLATERAL††,3 - 1.4%
Repurchase Agreements
HSBC Securities, Inc. issued 09/30/14 at 0.00% due 10/01/14	$	133,502	$	133,502
BNP Paribas Securities Corp. issued 09/30/14 at 0.00% due 10/01/14		21,885		21,885
Total Securities Lending Collateral
(Cost $155,387)				155,387

Total Investments - 102.2%
(Cost $5,469,785)			$	11,013,630
Other Assets & Liabilities, net - (2.2)%				(238,217	)
Total Net Assets - 100.0%			$	10,775,413

*	Non-income producing security.
†	Value determined based on Level 1 inputs — See Note 4.
††	Value determined based on Level 2 inputs — See Note 4.
1	All or portion of this security is on loan at September 30, 2014 — See Note 6.
2	Repurchase Agreements — See Note 5.
3	Securities lending collateral — See Note 6.
	ADR — American Depositary Receipt


110 \| THE RYDEX FUNDS SEMI-ANNUAL REPORT	SEE NOTES TO FINANCIAL STATEMENTS.

RETAILING FUND

STATEMENT OF ASSETS AND LIABILITIES(Unaudited)
September 30, 2014

Assets:
Investments, at value - including $172,410 of securities loaned (cost $5,210,189)	$	10,754,034
Repurchase agreements, at value (cost $259,596)		259,596
Total investments (cost $5,469,785)		11,013,630
Segregated cash with broker		25,463
Receivables:
Dividends		8,264
Fund shares sold		4,259
Securities lending income		808
Total assets		11,052,424

Liabilities:
Payable for:
Upon return of securities loaned		180,850
Fund shares redeemed		69,402
Management fees		11,218
Distribution and service fees		3,425
Transfer agent and administrative fees		3,299
Portfolio accounting fees		1,319
Miscellaneous		7,498
Total liabilities		277,011
Net assets	$	10,775,413

Net assets consist of:
Paid in capital	$	11,501,385
Accumulated net investment loss		(73,445	)
Accumulated net realized loss on investments		(6,196,372	)
Net unrealized appreciation on investments		5,543,845
Net assets	$	10,775,413

Investor Class:
Net assets	$	6,128,552
Capital shares outstanding		257,903
Net asset value per share	$	23.76

Advisor Class:
Net assets	$	1,082,169
Capital shares outstanding		48,762
Net asset value per share	$	22.19

A-Class:
Net assets	$	1,647,695
Capital shares outstanding		72,588
Net asset value per share	$	22.70
Maximum offering price per share (Net asset value divided by 95.25%)	$	23.83

C-Class:
Net assets	$	1,916,997
Capital shares outstanding		92,274
Net asset value per share	$	20.77

STATEMENT OF OPERATIONS(Unaudited)
Period Ended September 30, 2014

Investment Income:
Dividends (net of foreign withholding tax of $131)	$	85,089
Income from securities lending, net		7,595
Interest		6
Total investment income		92,690

Expenses:
Management fees		66,144
Transfer agent and administrative fees		19,454
Distribution and service fees:
Advisor Class		8,811
A-Class		4,053
C-Class		10,825
Portfolio accounting fees		7,782
Registration fees		10,598
Trustees' fees*		1,000
Custodian fees		906
Line of credit interest expense		171
Miscellaneous		232
Total expenses		129,976
Net investment loss		(37,286	)

Net Realized and Unrealized Gain (Loss):
Net realized gain (loss) on:
Investments		2,296,273
Net realized gain		2,296,273
Net change in unrealized appreciation (depreciation) on:
Investments		(1,351,949	)
Net change in unrealized appreciation (depreciation)		(1,351,949	)
Net realized and unrealized gain		944,324
Net increase in net assets resulting from operations	$	907,038

*	Relates to Trustees not deemed "interested persons" within the meaning of Section 2(a)(19) of the 1940 Act.


SEE NOTES TO FINANCIAL STATEMENTS.	THE RYDEX FUNDS SEMI-ANNUAL REPORT \| 111

RETAILING FUND

STATEMENTS OF CHANGES IN NET ASSETS

	Period Ended September 30, 2014 (Unaudited)			Year Ended March 31, 2014
Increase (Decrease) in Net Assets from Operations:
Net investment loss	$	(37,286	)	$	(67,490	)
Net realized gain (loss) on investments		2,296,273			(2,783,052	)
Net change in unrealized appreciation (depreciation) on investments		(1,351,949	)		558,351
Net increase (decrease) in net assets resulting from operations		907,038			(2,292,191	)

Capital share transactions:
Proceeds from sale of shares
Investor Class		6,058,546			246,351,051
Advisor Class		12,371,012			32,015,902
A-Class		8,733,132			16,192,814
C-Class		10,060,042			25,676,530
Cost of shares redeemed
Investor Class		(66,005,489	)		(192,663,560	)
Advisor Class		(16,773,203	)		(29,499,902	)
A-Class		(9,045,198	)		(15,667,077	)
C-Class		(10,668,793	)		(25,431,108	)
Net increase (decrease) from capital share transactions		(65,269,951	)		56,974,650
Net increase (decrease) in net assets		(64,362,913	)		54,682,459

Net assets:
Beginning of period		75,138,326			20,455,867
End of period	$	10,775,413		$	75,138,326
Accumulated net investment loss at end of period	$	(73,445	)	$	(36,159	)

Capital share activity:
Shares sold
Investor Class		253,527			10,597,354
Advisor Class		565,194			1,535,340
A-Class		377,678			747,562
C-Class		486,626			1,307,238
Shares redeemed
Investor Class		(2,765,625	)		(8,575,213	)
Advisor Class		(761,457	)		(1,423,331	)
A-Class		(396,249	)		(736,239	)
C-Class		(515,588	)		(1,291,235	)
Net increase (decrease) in shares		(2,755,894	)		2,161,476


112 \| THE RYDEX FUNDS SEMI-ANNUAL REPORT	SEE NOTES TO FINANCIAL STATEMENTS.

RETAILING FUND

FINANCIAL HIGHLIGHTS

This table is presented to show selected data for a share outstanding throughout each period and to assist shareholders in evaluating a Fund's performance for the periods presented.

Investor Class	Period Ended September 30, 2014^a			Year Ended March 31, 2014			Year Ended March 28, 2013			Year Ended March 31, 2012			Year Ended March 31, 2011			Year Ended March 31, 2010
Per Share Data
Net asset value, beginning of period	$	23.54		$	19.62		$	17.45		$	14.66		$	12.75		$	8.58
Income (loss) from investment operations:
Net investment income (loss)^b		(.02	)		—	^d		.09			.01			.05			.03
Net gain (loss) on investments (realized and unrealized)		.24			3.92			2.08			2.79			1.89			4.14
Total from investment operations		.22			3.92			2.17			2.80			1.94			4.17
Less distributions from:
Net investment income		—			—			—			(.01	)		(.03	)		—
Total distributions		—			—			—			(.01	)		(.03	)		—
Net asset value, end of period	$	23.76		$	23.54		$	19.62		$	17.45		$	14.66		$	12.75

Total Return^c		0.93	%		19.98	%		12.44	%		19.14	%		15.20	%		48.60	%
Ratios/Supplemental Data
Net assets, end of period (in thousands)	$	6,129		$	65,195		$	14,671		$	34,802		$	3,776		$	12,060
Ratios to average net assets:
Net investment income (loss)		(0.16	%)		0.01	%		0.51	%		0.04	%		0.34	%		0.28	%
Total expenses		1.37	%		1.37	%		1.35	%		1.34	%		1.39	%		1.38	%
Portfolio turnover rate		142	%		671	%		472	%		822	%		1,062	%		1,049	%

Advisor Class	Period Ended September 30, 2014^a			Year Ended March 31, 2014			Year Ended March 28, 2013			Year Ended March 31, 2012			Year Ended March 31, 2011			Year Ended March 31, 2010
Per Share Data
Net asset value, beginning of period	$	22.00		$	18.45		$	16.45		$	13.91		$	12.14		$	8.20
Income (loss) from investment operations:
Net investment income (loss)^b		(.08	)		(.14	)		(.01	)		(.09	)		(.07	)		(.06	)
Net gain (loss) on investments (realized and unrealized)		.27			3.69			2.01			2.64			1.87			4.00
Total from investment operations		.19			3.55			2.00			2.55			1.80			3.94
Less distributions from:
Net investment income		—			—			—			(.01	)		(.03	)		—
Total distributions		—			—			—			(.01	)		(.03	)		—
Net asset value, end of period	$	22.19		$	22.00		$	18.45		$	16.45		$	13.91		$	12.14

Total Return^c		0.86	%		19.24	%		12.16	%		18.38	%		14.81	%		48.05	%
Ratios/Supplemental Data
Net assets, end of period (in thousands)	$	1,082		$	5,391		$	2,454		$	3,979		$	1,583		$	2,350
Ratios to average net assets:
Net investment income (loss)		(0.70	%)		(0.64	%)		(0.05	%)		(0.66	%)		(0.58	%)		(0.57	%)
Total expenses		1.86	%		1.87	%		1.85	%		1.84	%		1.89	%		1.87	%
Portfolio turnover rate		142	%		671	%		472	%		822	%		1,062	%		1,049	%


SEE NOTES TO FINANCIAL STATEMENTS.	THE RYDEX FUNDS SEMI-ANNUAL REPORT \| 113

RETAILING FUND

FINANCIAL HIGHLIGHTS(concluded)

This table is presented to show selected data for a share outstanding throughout each period and to assist shareholders in evaluating a Fund's performance for the periods presented.

A-Class	Period Ended September 30, 2014^a			Year Ended March 31, 2014			Year Ended March 28, 2013			Year Ended March 31, 2012			Year Ended March 31, 2011			Year Ended March 31, 2010
Per Share Data
Net asset value, beginning of period	$	22.48		$	18.79		$	16.77		$	14.14		$	12.31		$	8.30
Income (loss) from investment operations:
Net investment income (loss)^b		(.05	)		(.09	)		.03			(.03	)		.18			(.01	)
Net gain (loss) on investments (realized and unrealized)		.27			3.78			1.99			2.67			1.68			4.02
Total from investment operations		.22			3.69			2.02			2.64			1.86			4.01
Less distributions from:
Net investment income		—			—			—			(.01	)		(.03	)		—
Total distributions		—			—			—			(.01	)		(.03	)		—
Net asset value, end of period	$	22.70		$	22.48		$	18.79		$	16.77		$	14.14		$	12.31

Total Return^c		0.98	%		19.64	%		12.05	%		18.71	%		15.09	%		48.31	%
Ratios/Supplemental Data
Net assets, end of period (in thousands)	$	1,648		$	2,049		$	1,500		$	5,697		$	517		$	395
Ratios to average net assets:
Net investment income (loss)		(0.41	%)		(0.42	%)		0.20	%		(0.18	%)		1.42	%		(0.12	%)
Total expenses		1.62	%		1.62	%		1.59	%		1.58	%		1.64	%		1.62	%
Portfolio turnover rate		142	%		671	%		472	%		822	%		1,062	%		1,049	%

C-Class	Period Ended September 30, 2014^a			Year Ended March 31, 2014			Year Ended March 28, 2013			Year Ended March 31, 2012			Year Ended March 31, 2011			Year Ended March 31, 2010
Per Share Data
Net asset value, beginning of period	$	20.64		$	17.40		$	15.62		$	13.27		$	11.65		$	7.92
Income (loss) from investment operations:
Net investment income (loss)^b		(.12	)		(.23	)		(.06	)		(.13	)		(.11	)		(.10	)
Net gain (loss) on investments (realized and unrealized)		.25			3.47			1.84			2.49			1.76			3.83
Total from investment operations		.13			3.24			1.78			2.36			1.65			3.73
Less distributions from:
Net investment income		—			—			—			(.01	)		(.03	)		—
Total distributions		—			—			—			(.01	)		(.03	)		—
Net asset value, end of period	$	20.77		$	20.64		$	17.40		$	15.62		$	13.27		$	11.65

Total Return^c		0.63	%		18.62	%		11.40	%		17.83	%		14.14	%		47.10	%
Ratios/Supplemental Data
Net assets, end of period (in thousands)	$	1,917		$	2,503		$	1,831		$	2,603		$	2,705		$	1,709
Ratios to average net assets:
Net investment income (loss)		(1.18	%)		(1.16	%)		(0.39	%)		(0.96	%)		(0.96	%)		(1.08	%)
Total expenses		2.37	%		2.37	%		2.35	%		2.35	%		2.39	%		2.38	%
Portfolio turnover rate		142	%		671	%		472	%		822	%		1,062	%		1,049	%

^a	Unaudited figures for the period ended September 30, 2014. Percentage amounts for the period, except total return and portfolio turnover rate, have been annualized.
^b	Net investment income (loss) per share was computed using average shares outstanding throughout the period.
^c	Total return does not reflect the impact of any applicable sales charges and has not been annualized.
^d	Net investment income (loss) is less than $0.01 per share.


114 \| THE RYDEX FUNDS SEMI-ANNUAL REPORT	SEE NOTES TO FINANCIAL STATEMENTS.

FUND PROFILE(Unaudited)

September 30, 2014

TECHNOLOGY FUND

OBJECTIVE: Seeks to provide capital appreciation by investing in companies that are involved in the technology sector, including computer software and service companies, semiconductor manufacturers, networking and telecommunications equipment manufacturers, PC hardware and peripherals companies ("Technology Companies").

Holdings Diversification (Market Exposure as % of Net Assets)

"Holdings Diversification (Market Exposure as % of Net Assets)" excludes any temporary cash investments.

Inception Dates:
Investor Class	April 14, 1998
Advisor Class	April 29, 1998
A-Class	September 1, 2004
C-Class	April 18, 2001

Ten Largest Holdings (% of Total Net Assets)
Apple, Inc.	3.6%
Microsoft Corp.	2.9%
Facebook, Inc. — Class A	2.2%
International Business Machines Corp.	2.1%
Intel Corp.	1.9%
Oracle Corp.	1.9%
Cisco Systems, Inc.	1.7%
QUALCOMM, Inc.	1.7%
Visa, Inc. — Class A	1.7%
Google, Inc. — Class C	1.5%
Top Ten Total	21.2%

"Ten Largest Holdings" exclude any temporary cash or derivative investments.


	THE RYDEX FUNDS SEMI-ANNUAL REPORT \| 115

SCHEDULE OF INVESTMENTS (Unaudited)	September 30, 2014
TECHNOLOGY FUND

	Shares		Value

COMMON STOCKS† - 99.6%

ELECTRONIC COMPONENTS-SEMICONDUCTOR - 10.3%
Intel Corp.		21,266	$	740,482
Texas Instruments, Inc.		8,506		405,651
Micron Technology, Inc.*		10,311		353,255
Broadcom Corp. — Class A		6,873		277,807
Avago Technologies Ltd.		2,836		246,732
ARM Holdings plc ADR		4,942		215,916
Skyworks Solutions, Inc.		3,349		194,409
Xilinx, Inc.		4,448		188,373
Altera Corp.		5,210		186,414
NVIDIA Corp.		9,693		178,836
Microchip Technology, Inc.		3,701		174,798
First Solar, Inc.*		2,095		137,872
Freescale Semiconductor Ltd.*		6,660		130,070
Cree, Inc.*		3,080		126,126
SunEdison, Inc.*		6,602		124,646
ON Semiconductor Corp.*		12,011		107,378
Cavium, Inc.*		1,780		88,519
GT Advanced Technologies, Inc.*,1		6,580		71,261
Total Electronic Components-Semiconductor				3,948,545

APPLICATIONS SOFTWARE - 8.0%
Microsoft Corp.		23,957		1,110,646
salesforce.com, Inc.*		6,074		349,436
Intuit, Inc.		3,366		295,030
Check Point Software Technologies Ltd.*		3,060		211,874
Citrix Systems, Inc.*		2,681		191,263
Red Hat, Inc.*		3,207		180,073
NetSuite, Inc.*		1,840		164,754
ServiceNow, Inc.*		2,730		160,469
Tableau Software, Inc. — Class A*		1,910		138,762
Nuance Communications, Inc.*		8,260		127,328
PTC, Inc.*		3,280		121,032
Total Applications Software				3,050,667

SEMICONDUCTOR COMPONENTS-INTEGRATED CIRCUIT - 6.8%
QUALCOMM, Inc.		8,538		638,387
Himax Technologies, Inc. ADR1		31,980		324,597
Taiwan Semiconductor Manufacturing Co., Ltd. ADR		14,382		290,229
NXP Semiconductor N.V.*		3,630		248,401
Marvell Technology Group Ltd.		17,114		230,697
Analog Devices, Inc.		4,560		225,674
Linear Technology Corp.		4,176		185,373
Maxim Integrated Products, Inc.		5,472		165,473
TriQuint Semiconductor, Inc.*		5,560		106,029
Atmel Corp.*		12,493		100,943
Integrated Device Technology, Inc.*		5,420		86,449
Total Semiconductor Components-Integrated Circuit				2,602,252

WEB PORTALS/ISP - 6.3%
Google, Inc. — Class C*		1,021		589,484
Google, Inc. — Class A*		1,001		588,998
Baidu, Inc. ADR*		1,696		370,118
Yahoo!, Inc.*		8,840		360,230
Yandex N.V. — Class A*		7,697		213,938
SINA Corp.*		5,081		209,032
AOL, Inc.*		2,410		108,330
Total Web Portals/ISP				2,440,130

COMPUTERS - 5.4%
Apple, Inc.		13,792		1,389,544
Hewlett-Packard Co.		12,799		453,981
BlackBerry Ltd.*		21,209		210,817
Total Computers				2,054,342

ENTERPRISE SOFTWARE/SERVICES - 4.8%
Oracle Corp.		18,555		710,286
Workday, Inc. — Class A*		2,680		221,100
SAP SE ADR		2,718		196,131
CA, Inc.		6,612		184,739
Concur Technologies, Inc.*		1,410		178,816
Ultimate Software Group, Inc.*		850		120,284
Informatica Corp.*		3,318		113,608
Qlik Technologies, Inc.*		3,360		90,854
Total Enterprise Software/Services				1,815,818

COMPUTER SERVICES - 4.7%
International Business Machines Corp.		4,148		787,415
Cognizant Technology Solutions Corp. — Class A*		6,710		300,407
Accenture plc — Class A		3,687		299,827
Infosys Ltd. ADR		3,962		239,661
Computer Sciences Corp.		2,766		169,141
Total Computer Services				1,796,451

INTERNET CONTENT-ENTERTAINMENT - 4.4%
Facebook, Inc. — Class A*		10,520		831,500
Twitter, Inc.*		6,460		333,207
Youku Tudou, Inc. ADR*		11,279		202,120
NetEase, Inc. ADR		2,310		197,875
Pandora Media, Inc.*		5,030		121,525
Total Internet Content-Entertainment				1,686,227

COMMERCIAL SERVICES-FINANCE - 4.2%
MasterCard, Inc. — Class A		7,064		522,170
Automatic Data Processing, Inc.		4,393		364,970
Alliance Data Systems Corp.*		929		230,643
FleetCor Technologies, Inc.*		1,440		204,653
Western Union Co.		10,000		160,400
Total System Services, Inc.		4,460		138,082
Total Commercial Services-Finance				1,620,918


116 \| THE RYDEX FUNDS SEMI-ANNUAL REPORT	SEE NOTES TO FINANCIAL STATEMENTS.

SCHEDULE OF INVESTMENTS (Unaudited)(continued)	September 30, 2014
TECHNOLOGY FUND

	Shares		Value
COMPUTERS-MEMORY DEVICES - 3.8%
EMC Corp.		14,965	$	437,876
Western Digital Corp.		2,750		267,630
SanDisk Corp.		2,613		255,943
Seagate Technology plc		4,463		255,596
NetApp, Inc.		4,929		211,750
Total Computers-Memory Devices				1,428,795

SEMICONDUCTOR EQUIPMENT - 2.6%
Applied Materials, Inc.		13,179		284,799
ASML Holding N.V. — Class G		2,148		212,265
KLA-Tencor Corp.		2,518		198,368
Lam Research Corp.		2,524		188,543
Teradyne, Inc.		5,706		110,639
Total Semiconductor Equipment				994,614

NETWORKING PRODUCTS - 2.4%
Cisco Systems, Inc.		25,529		642,565
Palo Alto Networks, Inc.*		1,700		166,770
Fortinet, Inc.*		4,557		115,133
Total Networking Products				924,468

DATA PROCESSING/MANAGEMENT - 2.4%
Paychex, Inc.		5,283		233,509
Fiserv, Inc.*		3,576		231,135
Fidelity National Information Services, Inc.		4,104		231,055
Broadridge Financial Solutions, Inc.		3,080		128,220
CommVault Systems, Inc.*		1,820		91,728
Total Data Processing/Management				915,647

WIRELESS EQUIPMENT - 2.2%
Motorola Solutions, Inc.		3,680		232,871
Nokia Oyj ADR		27,451		232,235
RF Micro Devices, Inc.*		9,192		106,076
Ubiquiti Networks, Inc. *,1		2,590		97,203
Aruba Networks, Inc.*		4,100		88,478
Gogo, Inc.*,1		4,190		70,643
Total Wireless Equipment				827,506

E-COMMERCE/SERVICES - 2.0%
SouFun Holdings Ltd. ADR		22,750		226,363
Bitauto Holdings Ltd. ADR*		2,530		197,340
IAC/InterActiveCorp		1,950		128,505
Zillow, Inc. — Class A*		1,040		120,630
Trulia, Inc.*,1		1,536		75,110
Total E-Commerce/Services				747,948

INTERNET CONTENT-INFO/NETWORK - 1.9%
LinkedIn Corp. — Class A*		1,515		314,802
YY, Inc. ADR*		2,680		200,705
Yelp, Inc. — Class A*		1,780		121,485
WebMD Health Corp. — Class A*		1,760		73,586
Total Internet Content-Info/Network				710,578

INTERNET SECURITY - 1.9%
Symantec Corp.		9,538		224,238
Qihoo 360 Technology Company Ltd. ADR*		3,310		223,326
VeriSign, Inc.*		2,653		146,233
FireEye, Inc.*		3,730		113,989
Total Internet Security				707,786

E-COMMERCE/PRODUCTS - 1.9%
eBay, Inc.*		8,934		505,932
MercadoLibre, Inc.1		1,837		199,590
Total E-Commerce/Products				705,522

FINANCE-CREDIT CARD - 1.7%
Visa, Inc. — Class A		2,986		637,123

COMPUTERS-INTEGRATED SYSTEMS - 1.6%
Teradata Corp.*		3,455		144,833
NCR Corp.*		3,960		132,304
Brocade Communications Systems, Inc.		11,582		125,896
VeriFone Systems, Inc.*		3,170		108,985
Riverbed Technology, Inc.*		5,273		97,788
Total Computers-Integrated Systems				609,806

ELECTRONIC COMPONENTS-MISCELLANEOUS - 1.4%
TE Connectivity Ltd.		4,237		234,264
Flextronics International Ltd.*		13,340		137,669
Jabil Circuit, Inc.		5,530		111,540
InvenSense, Inc. — Class A*,1		3,640		71,817
Total Electronic Components-Miscellaneous				555,290

TELECOMMUNICATION EQUIPMENTS FIBER OPTICS - 1.3%
Corning, Inc.		14,190		274,435
JDS Uniphase Corp.*		7,469		95,603
Ciena Corp.*		4,356		72,832
Finisar Corp.*		4,200		69,846
Total Telecommunication Equipments Fiber Optics				512,716

ENTERTAINMENT SOFTWARE - 1.3%
Activision Blizzard, Inc.		10,850		225,572
Electronic Arts, Inc.*		5,395		192,116
Take-Two Interactive Software, Inc.*		3,530		81,437
Total Entertainment Software				499,125

COMPUTER AIDED DESIGN - 1.2%
Autodesk, Inc.*		3,678		202,658
ANSYS, Inc.*		1,900		143,773
Aspen Technology, Inc.*		2,710		102,221
Total Computer Aided Design				448,652


SEE NOTES TO FINANCIAL STATEMENTS.	THE RYDEX FUNDS SEMI-ANNUAL REPORT \| 117

SCHEDULE OF INVESTMENTS (Unaudited)(continued)	September 30, 2014
TECHNOLOGY FUND

	Shares		Value
TELECOMMUNICATION EQUIPMENTS - 1.1%
Juniper Networks, Inc.		8,162	$	180,789
Harris Corp.		2,160		143,424
ARRIS Group, Inc.*		3,970		112,569
Total Telecommunication Equipments				436,782

SOFTWARE TOOLS - 1.0%
VMware, Inc. — Class A*		3,936		369,354

ENERGY-ALTERNATE SOURCES - 0.9%
Trina Solar Ltd. ADR*,1		14,640		176,705
JinkoSolar Holding Company Ltd. ADR*,1		6,422		176,541
Total Energy-Alternate Sources				353,246

ELECTRONIC FORMS - 0.9%
Adobe Systems, Inc.*		5,088		352,039

WEB HOSTING/DESIGN - 0.9%
Equinix, Inc.*		955		202,918
Rackspace Hosting, Inc.*		4,200		136,710
Total Web Hosting/Design				339,628

POWER CONVERTER/SUPPLY EQUIPMENT - 0.8%
Canadian Solar, Inc.*		5,470		195,662
SunPower Corp. — Class A*		3,440		116,547
Total Power Converter/Supply Equipment				312,209

INTERNET INFRASTRUCTURE SOFTWARE - 0.8%
F5 Networks, Inc.*		1,468		174,310
TIBCO Software, Inc.*		5,254		124,152
Total Internet Infrastructure Software				298,462

ELECTRONIC MEASURING INSTRUMENTS - 0.7%
Trimble Navigation Ltd.*		5,293		161,436
FLIR Systems, Inc.		3,770		118,152
Total Electronic Measuring Instruments				279,588

COMPUTERS-OTHER - 0.7%
Stratasys Ltd.*		1,180		142,521
3D Systems Corp.*,1		2,625		121,721
Total Computers-Other				264,242

COMPUTER SOFTWARE - 0.7%
Akamai Technologies, Inc.*		2,975		177,905
Cornerstone OnDemand, Inc.*		2,180		75,014
Total Computer Software				252,919

DISTRIBUTION/WHOLESALE - 0.6%
Arrow Electronics, Inc.*		2,250		124,537
Ingram Micro, Inc. — Class A*		4,290		110,725
Total Distribution/Wholesale				235,262

INTERNET APPLICATION SOFTWARE - 0.6%
Splunk, Inc.*		2,630		145,597
Zynga, Inc. — Class A*		29,173		78,767
Total Internet Application Software				224,364

ELECTRONIC CONNECTORS - 0.6%
Amphenol Corp. — Class A		2,161		215,797

OFFICE AUTOMATION & EQUIPMENTS - 0.6%
Xerox Corp.		16,164		213,850

COMPUTERS-PERIPHERAL EQUIPMENT - 0.5%
Synaptics, Inc.*		1,300		95,160
Lexmark International, Inc. — Class A		2,060		87,550
Total Computers-Peripheral Equipment				182,710

ELECTRONIC DESIGN AUTOMATIC - 0.4%
Synopsys, Inc.*		3,610		143,299

CONSULTING SERVICES - 0.4%
Gartner, Inc.*		1,930		141,797

MULTIMEDIA - 0.4%
FactSet Research Systems, Inc.		1,140		138,544

COMMERCIAL SERVICES - 0.4%
CoStar Group, Inc.*		870		135,320

ELECTRONIC PARTS DISTRIBUTION - 0.4%
Avnet, Inc.		3,240		134,460

COMMERICAL SERVICES-FINANCE - 0.3%
Global Payments, Inc.		1,870		130,676

ELECTRONIC DESIGN AUTOMATIC - 0.3%
Cadence Design Systems, Inc.*		7,400		127,354

COMMERCIAL SERVICES-FINANCE - 0.3%
Vantiv, Inc. — Class A*		4,000		123,600

INSTRUMENTS-SCIENTIFIC - 0.3%
FEI Co.		1,380		104,080

COMMUNICATIONS SOFTWARE - 0.3%
SolarWinds, Inc.*		2,320		97,556

TELECOMMUNICATION SERVICES - 0.2%
NeuStar, Inc. — Class A*		2,570		63,813

Total Common Stocks
(Cost $25,889,979)				37,911,877


118 \| THE RYDEX FUNDS SEMI-ANNUAL REPORT	SEE NOTES TO FINANCIAL STATEMENTS.

SCHEDULE OF INVESTMENTS (Unaudited)(concluded)	September 30, 2014
TECHNOLOGY FUND

	Face Amount		Value

REPURCHASE AGREEMENTS††,2 - 0.7%
UMB Financial Corp. issued 09/30/14 at 0.00% due 10/01/14	$	118,648	$	118,648
HSBC Group issued 09/30/14 at 0.00% due 10/01/14		48,863		48,863
RBC Capital Markets issued 09/30/14 at (0.05)% due 10/01/14		48,863		48,863
Mizuho Financial Group, Inc. issued 09/30/14 at 0.01% due 10/01/14		48,863		48,863
Total Repurchase Agreements
(Cost $265,237)				265,237

SECURITIES LENDING COLLATERAL††,3 - 2.0%
Repurchase Agreements
HSBC Securities, Inc. issued 09/30/14 at 0.00% due 10/01/14		668,521		668,521
BNP Paribas Securities Corp. issued 09/30/14 at 0.00% due 10/01/14		109,594		109,594
Total Securities Lending Collateral
(Cost $778,115)				778,115

Total Investments - 102.3%
(Cost $26,933,331)			$	38,955,229
Other Assets & Liabilities, net - (2.3)%				(860,095	)
Total Net Assets - 100.0%			$	38,095,134

*	Non-income producing security.
†	Value determined based on Level 1 inputs — See Note 4.
††	Value determined based on Level 2 inputs — See Note 4.
1	All or portion of this security is on loan at September 30, 2014 — See Note 6 .
2	Repurchase Agreements — See Note 5.
3	Securities lending collateral — See Note 6.
	ADR — American Depositary Receipt
	plc — Public Limited Company


SEE NOTES TO FINANCIAL STATEMENTS.	THE RYDEX FUNDS SEMI-ANNUAL REPORT \| 119

TECHNOLOGY FUND

STATEMENT OF ASSETS AND LIABILITIES(Unaudited)
September 30, 2014

Assets:
Investments, at value - including $866,599 of securities loaned (cost $25,889,979)	$	37,911,877
Repurchase agreements, at value (cost $1,043,352)		1,043,352
Total investments (cost $26,933,331)		38,955,229
Segregated cash with broker		127,510
Cash		1,179
Receivables:
Fund shares sold		531,063
Dividends		18,189
Securities lending income		2,070
Foreign taxes reclaim		209
Total assets		39,635,449

Liabilities:
Payable for:
Upon return of securities loaned		905,625
Fund shares redeemed		572,995
Management fees		27,081
Transfer agent and administrative fees		7,965
Distribution and service fees		5,810
Portfolio accounting fees		3,186
Miscellaneous		17,653
Total liabilities		1,540,315
Net assets	$	38,095,134

Net assets consist of:
Paid in capital	$	33,531,687
Accumulated net investment loss		(122,838	)
Accumulated net realized loss on investments		(7,335,613	)
Net unrealized appreciation on investments		12,021,898
Net assets	$	38,095,134

Investor Class:
Net assets	$	23,150,783
Capital shares outstanding		398,671
Net asset value per share	$	58.07

Advisor Class:
Net assets	$	6,284,183
Capital shares outstanding		116,897
Net asset value per share	$	53.76

A-Class:
Net assets	$	6,485,421
Capital shares outstanding		118,413
Net asset value per share	$	54.77
Maximum offering price per share (Net asset value divided by 95.25%)	$	57.50

C-Class:
Net assets	$	2,174,747
Capital shares outstanding		42,649
Net asset value per share	$	50.99

STATEMENT OF OPERATIONS(Unaudited)
Period Ended September 30, 2014

Investment Income:
Dividends (net of foreign withholding tax of $2,859)	$	191,480
Income from securities lending, net		10,711
Interest		13
Total investment income		202,204

Expenses:
Management fees		148,648
Transfer agent and administrative fees		43,720
Distribution and service fees:
Advisor Class		12,527
A-Class		4,363
C-Class		10,736
Portfolio accounting fees		17,488
Registration fees		13,739
Custodian fees		2,041
Trustees' fees*		1,524
Line of credit interest expense		148
Tax expense		85
Miscellaneous		11,495
Total expenses		266,514
Net investment loss		(64,310	)

Net Realized and Unrealized Gain (Loss):
Net realized gain (loss) on:
Investments		929,997
Net realized gain		929,997
Net change in unrealized appreciation (depreciation) on:
Investments		(383,731	)
Net change in unrealized appreciation (depreciation)		(383,731	)
Net realized and unrealized gain		546,266
Net increase in net assets resulting from operations	$	481,956

*	Relates to Trustees not deemed "interested persons" within the meaning of Section 2(a)(19) of the 1940 Act.


120 \| THE RYDEX FUNDS SEMI-ANNUAL REPORT	SEE NOTES TO FINANCIAL STATEMENTS.

TECHNOLOGY FUND

STATEMENTS OF CHANGES IN NET ASSETS

	Period Ended September 30, 2014 (Unaudited)			Year Ended March 31, 2014
Increase (Decrease) in Net Assets from Operations:
Net investment loss	$	(64,310	)	$	(99,486	)
Net realized gain on investments		929,997			1,519,835
Net change in unrealized appreciation (depreciation) on investments		(383,731	)		5,854,636
Net increase in net assets resulting from operations		481,956			7,274,985

Capital share transactions:
Proceeds from sale of shares
Investor Class		38,482,413			90,386,817
Advisor Class		18,893,027			19,872,814
A-Class		5,740,531			17,950,430
C-Class		10,957,566			25,610,311
Cost of shares redeemed
Investor Class		(48,664,793	)		(70,456,671	)
Advisor Class		(19,484,605	)		(15,430,118	)
A-Class		(5,087,954	)		(15,058,469	)
C-Class		(11,696,065	)		(25,000,548	)
Net increase (decrease) from capital share transactions		(10,859,880	)		27,874,566
Net increase (decrease) in net assets		(10,377,924	)		35,149,551

Net assets:
Beginning of period		48,473,058			13,323,507
End of period	$	38,095,134		$	48,473,058
Accumulated net investment loss at end of period	$	(122,838	)	$	(58,528	)

Capital share activity:
Shares sold
Investor Class		683,517			1,785,118	*
Advisor Class		364,785			400,929	*
A-Class		104,518			363,346	*
C-Class		220,692			589,677	*
Shares redeemed
Investor Class		(872,641	)		(1,388,328	)*
Advisor Class		(381,200	)		(299,244	)*
A-Class		(97,360	)		(300,472	)*
C-Class		(235,374	)		(576,511	)*
Net increase (decrease) in shares		(213,063	)		574,515

*	Capital share activity for the periods presented through February 7, 2014 has been restated to reflect a 1:3 reverse share split effective February 7, 2014. See Note 9 in Notes to Financial Statements.


SEE NOTES TO FINANCIAL STATEMENTS.	THE RYDEX FUNDS SEMI-ANNUAL REPORT \| 121

TECHNOLOGY FUND

FINANCIAL HIGHLIGHTS

This table is presented to show selected data for a share outstanding throughout each period and to assist shareholders in evaluating a Fund's performance for the periods presented.

Investor Class	Period Ended September 30, 2014^a			Year Ended March 31, 2014^d			Year Ended March 28, 2013^d			Year Ended March 31, 2012^d			Year Ended March 31, 2011^d			Year Ended March 31, 2010^d
Per Share Data
Net asset value, beginning of period	$	55.90		$	43.58		$	42.92		$	41.81		$	36.10		$	23.09
Income (loss) from investment operations:
Net investment income (loss)^b		(.06	)		(.09	)		.03			(.03	)		(.18	)		(.15	)
Net gain (loss) on investments (realized and unrealized)		2.23			12.41			.63			1.14			5.89			13.16
Total from investment operations		2.17			12.32			.66			1.11			5.71			13.01
Net asset value, end of period	$	58.07		$	55.90		$	43.58		$	42.92		$	41.81		$	36.10

Total Return^c		3.88	%		28.24	%		1.54	%		2.65	%		15.88	%		56.23	%
Ratios/Supplemental Data
Net assets, end of period (in thousands)	$	23,151		$	32,858		$	8,325		$	19,985		$	35,408		$	37,391
Ratios to average net assets:
Net investment income (loss)		(0.21	%)		(0.18	%)		0.10	%		(0.10	%)		(0.48	%)		(0.52	%)
Total expenses		1.37	%		1.37	%		1.35	%		1.36	%		1.39	%		1.38	%
Portfolio turnover rate		130	%		321	%		324	%		487	%		393	%		335	%

Advisor Class	Period Ended September 30, 2014^a			Year Ended March 31, 2014^d			Year Ended March 28, 2013^d			Year Ended March 31, 2012^d			Year Ended March 31, 2011^d			Year Ended March 31, 2010^d
Per Share Data
Net asset value, beginning of period	$	51.87		$	40.65		$	40.22		$	39.39		$	34.18		$	21.97
Income (loss) from investment operations:
Net investment income (loss)^b		(.19	)		(.27	)		(.12	)		(.33	)		(.33	)		(.33	)
Net gain (loss) on investments (realized and unrealized)		2.08			11.49			.55			1.16			5.54			12.54
Total from investment operations		1.89			11.22			.43			.83			5.21			12.21
Net asset value, end of period	$	53.76		$	51.87		$	40.65		$	40.22		$	39.39		$	34.18

Total Return^c		3.64	%		27.60	%		1.04	%		2.13	%		15.28	%		55.60	%
Ratios/Supplemental Data
Net assets, end of period (in thousands)	$	6,284		$	6,915		$	1,286		$	2,361		$	6,565		$	17,969
Ratios to average net assets:
Net investment income (loss)		(0.72	%)		(0.54	%)		(0.33	%)		(0.87	%)		(0.94	%)		(1.04	%)
Total expenses		1.87	%		1.87	%		1.85	%		1.85	%		1.88	%		1.87	%
Portfolio turnover rate		130	%		321	%		324	%		487	%		393	%		335	%


122 \| THE RYDEX FUNDS SEMI-ANNUAL REPORT	SEE NOTES TO FINANCIAL STATEMENTS.

TECHNOLOGY FUND

FINANCIAL HIGHLIGHTS(concluded)

This table is presented to show selected data for a share outstanding throughout each period and to assist shareholders in evaluating a Fund's performance for the periods presented.

A-Class	Period Ended September 30, 2014^a			Year Ended March 31, 2014^d			Year Ended March 28, 2013^d			Year Ended March 31, 2012^d			Year Ended March 31, 2011^d			Year Ended March 31, 2010^d
Per Share Data
Net asset value, beginning of period	$	52.79		$	41.30		$	40.76		$	39.83		$	34.47		$	22.11
Income (loss) from investment operations:
Net investment income (loss)^b		(.13	)		(.23	)		(.09	)		(.30	)		(.27	)		(.24	)
Net gain (loss) on investments (realized and unrealized)		2.11			11.72			.63			1.23			5.63			12.60
Total from investment operations		1.98			11.49			.54			.93			5.36			12.36
Net asset value, end of period	$	54.77		$	52.79		$	41.30		$	40.76		$	39.83		$	34.47

Total Return^c		3.75	%		27.79	%		1.32	%		2.33	%		15.58	%		55.90	%
Ratios/Supplemental Data
Net assets, end of period (in thousands)	$	6,485		$	5,873		$	1,998		$	7,367		$	1,725		$	3,936
Ratios to average net assets:
Net investment income (loss)		(0.47	%)		(0.47	%)		(0.27	%)		(0.76	%)		(0.73	%)		(0.78	%)
Total expenses		1.62	%		1.62	%		1.59	%		1.59	%		1.64	%		1.63	%
Portfolio turnover rate		130	%		321	%		324	%		487	%		393	%		335	%

C-Class	Period Ended September 30, 2014^a			Year Ended March 31, 2014^d			Year Ended March 28, 2013^d			Year Ended March 31, 2012^d			Year Ended March 31, 2011^d			Year Ended March 31, 2010^d
Per Share Data
Net asset value, beginning of period	$	49.30		$	38.84		$	38.65		$	38.07		$	33.15		$	21.42
Income (loss) from investment operations:
Net investment income (loss)^b		(.29	)		(.50	)		(.33	)		(.51	)		(.51	)		(.42	)
Net gain (loss) on investments (realized and unrealized)		1.98			10.96			.52			1.09			5.43			12.15
Total from investment operations		1.69			10.46			.19			.58			4.92			11.73
Net asset value, end of period	$	50.99		$	49.30		$	38.84		$	38.65		$	38.07		$	33.15

Total Return^c		3.43	%		26.90	%		0.54	%		1.50	%		14.84	%		54.76	%
Ratios/Supplemental Data
Net assets, end of period (in thousands)	$	2,175		$	2,827		$	1,715		$	2,743		$	2,618		$	3,719
Ratios to average net assets:
Net investment income (loss)		(1.15	%)		(1.13	%)		(0.90	%)		(1.45	%)		(1.53	%)		(1.49	%)
Total expenses		2.37	%		2.37	%		2.35	%		2.36	%		2.39	%		2.38	%
Portfolio turnover rate		130	%		321	%		324	%		487	%		393	%		335	%

^a	Unaudited figures for the period ended September 30, 2014. Percentage amounts for the period, except total return and portfolio turnover rate, have been annualized.
^b	Net investment income (loss) per share was computed using average shares outstanding throughout the period.
^c	Total return does not reflect the impact of any applicable sales charges and has not been annualized.
^d	Reverse share split - Per share amounts for the periods presented through February 7, 2014 have been restated to reflect a 1:3 reverse share split effective February 7, 2014. See Note 9 in Notes to Financial Statements.


SEE NOTES TO FINANCIAL STATEMENTS.	THE RYDEX FUNDS SEMI-ANNUAL REPORT \| 123

FUND PROFILE(Unaudited)

September 30, 2014

TELECOMMUNICATIONS FUND

OBJECTIVE: Seeks to provide capital appreciation by investing in companies engaged in the development, manufacture, or sale of communications services or communications equipment ("Telecommunications Companies").

Holdings Diversification (Market Exposure as % of Net Assets)

"Holdings Diversification (Market Exposure as % of Net Assets)" excludes any temporary cash investments.

Inception Dates:
Investor Class	April 1, 1998
Advisor Class	April 1, 1998
A-Class	September 1, 2004
C-Class	April 18, 2001

Ten Largest Holdings (% of Total Net Assets)
Verizon Communications, Inc.	8.8%
AT&T, Inc.	8.2%
Cisco Systems, Inc.	6.9%
QUALCOMM, Inc.	6.8%
Crown Castle International Corp.	3.2%
Sprint Corp.	3.0%
CenturyLink, Inc.	2.9%
T-Mobile US, Inc.	2.9%
Motorola Solutions, Inc.	2.5%
SBA Communications Corp. — Class A	2.3%
Top Ten Total	47.5%

"Ten Largest Holdings" exclude any temporary cash or derivative investments.


124 \| THE RYDEX FUNDS SEMI-ANNUAL REPORT

SCHEDULE OF INVESTMENTS (Unaudited)	September 30, 2014
TELECOMMUNICATIONS FUND

	Shares		Value

COMMON STOCKS† - 99.4%

TELEPHONE-INTEGRATED - 26.1%
Verizon Communications, Inc.		13,984	$	699,060
AT&T, Inc.		18,555		653,878
CenturyLink, Inc.		5,714		233,645
Frontier Communications Corp.		18,871		122,850
Windstream Holdings, Inc.1		11,126		119,938
Telefonica Brasil S.A. ADR		4,544		89,426
Telefonica S.A. ADR		5,405		83,075
Telephone & Data Systems, Inc.		3,154		75,570
Total Telephone-Integrated				2,077,442

CELLULAR TELECOMMUNICATIONS - 15.6%
Sprint Corp.*		38,175		242,029
T-Mobile US, Inc.*		7,970		230,094
Vodafone Group plc ADR		4,875		160,339
America Movil SAB de CV ADR		5,819		146,639
China Mobile Ltd. ADR		1,929		113,329
SK Telecom Company Ltd. ADR		3,097		93,963
Mobile Telesystems OJSC ADR		6,193		92,523
Tim Participacoes S.A. ADR		3,192		83,630
Rogers Communications, Inc. — Class B		2,094		78,357
Total Cellular Telecommunications				1,240,903

WIRELESS EQUIPMENT - 13.4%
Motorola Solutions, Inc.		3,084		195,156
SBA Communications Corp. — Class A*		1,637		181,543
Nokia Oyj ADR		16,029		135,605
Telefonaktiebolaget LM Ericsson ADR		7,304		91,957
Ubiquiti Networks, Inc.1		2,250		84,443
ViaSat, Inc.*		1,388		76,507
Aruba Networks, Inc.*		3,445		74,343
Sierra Wireless, Inc.*,1		2,745		73,401
InterDigital, Inc.		1,526		60,765
Ruckus Wireless, Inc.*		3,759		50,220
CalAmp Corp.*		2,157		38,006
Total Wireless Equipment				1,061,946

NETWORKING PRODUCTS - 10.7%
Cisco Systems, Inc.		21,836		549,613
Palo Alto Networks, Inc.*		1,368		134,201
Polycom, Inc.*		4,987		61,265
Infinera Corp.*		5,148		54,929
NETGEAR, Inc.*		1,625		50,781
Total Networking Products				850,789

TELECOMMUNICATION EQUIPMENTS - 7.9%
Juniper Networks, Inc.		6,880		152,392
Harris Corp.		1,876		124,566
CommScope Holding Company, Inc.*		4,347		103,937
ARRIS Group, Inc.*		3,330		94,422
Plantronics, Inc.		1,387		66,271
ADTRAN, Inc.		2,405		49,375
8x8, Inc.*		5,663		37,829
Total Telecommunication Equipments				628,792

SEMICONDUCTOR COMPONENTS-INTEGRATED CIRCUIT - 6.8%
QUALCOMM, Inc.		7,197		538,120

TELECOMMUNICATION SERVICES - 5.6%
Level 3 Communications, Inc.*		3,457		158,088
tw telecom, Inc. — Class A*		2,765		115,052
BCE, Inc.		2,258		96,552
VimpelCom Ltd. ADR		10,726		77,442
Total Telecommunication Services				447,134

REITs-DIVERSIFIED - 3.2%
Crown Castle International Corp.		3,119		251,173

TELECOMMUNICATION EQUIPMENTS FIBER OPTICS - 2.5%
JDS Uniphase Corp.*		6,294		80,564
Ciena Corp.*		3,650		61,028
Finisar Corp.*		3,526		58,637
Total Telecommunication Equipments Fiber Optics				200,229

COMPUTERS-INTEGRATED SYSTEMS - 2.4%
Brocade Communications Systems, Inc.		9,906		107,678
Riverbed Technology, Inc.*		4,439		82,321
Total Computers-Integrated Systems				189,999

INTERNET INFRASTRUCTURE SOFTWARE - 1.8%
F5 Networks, Inc.*		1,180		140,114

COMPUTERS - 1.3%
BlackBerry Ltd.*		10,187		101,259

SATELLITE TELECOMMUNICATIONS - 1.3%
EchoStar Corp. — Class A*		2,051		100,007

INTERNET CONNECTIVITY SERVICES - 0.8%
Cogent Communications Holdings, Inc.		1,814		60,969

Total Common Stocks (Cost $6,943,324)				7,888,876

RIGHTS††† - 0.1%
Leap Wireless International
Expires 03/17/15		1,848		4,657
Total Rights
(Cost $4,327)				4,657


SEE NOTES TO FINANCIAL STATEMENTS.	THE RYDEX FUNDS SEMI-ANNUAL REPORT \| 125

SCHEDULE OF INVESTMENTS (Unaudited)(concluded)	September 30, 2014
TELECOMMUNICATIONS FUND

	Face Amount		Value

REPURCHASE AGREEMENTS††,2 - 0.5%
UMB Financial Corp. issued 09/30/14 at 0.00% due 10/01/14	$	17,340	$	17,340
HSBC Group issued 09/30/14 at 0.00% due 10/01/14		7,141		7,141
RBC Capital Markets issued 09/30/14 at (0.05)% due 10/01/14		7,141		7,141
Mizuho Financial Group, Inc. issued 09/30/14 at 0.01% due 10/01/14		7,141		7,141
Total Repurchase Agreements
(Cost $38,763)				38,763

SECURITIES LENDING COLLATERAL††,3 - 1.1%
Repurchase Agreements
HSBC Securities, Inc. issued 09/30/14 at 0.00% due 10/01/14		75,406		75,406
BNP Paribas Securities Corp. issued 09/30/14 at 0.00% due 10/01/14		12,362		12,362
Total Securities Lending Collateral
(Cost $87,768)				87,768

Total Investments - 101.1%
(Cost $7,074,182)			$	8,020,064
Other Assets & Liabilities, net - (1.1)%				(85,487	)
Total Net Assets - 100.0%			$	7,934,577

*	Non-income producing security.
†	Value determined based on Level 1 inputs — See Note 4.
††	Value determined based on Level 2 inputs — See Note 4.
†††	Value determined based on Level 3 inputs — See Note 4.
1	All or portion of this security is on loan at September 30, 2014 — See Note 6.
2	Repurchase Agreements — See Note 5.
3	Securities lending collateral — See Note 6.
	ADR — American Depositary Receipt
	plc — Public Limited Company
	REIT — Real Estate Investment Trust


126 \| THE RYDEX FUNDS SEMI-ANNUAL REPORT	SEE NOTES TO FINANCIAL STATEMENTS.

TELECOMMUNICATIONS FUND

STATEMENT OF ASSETS AND LIABILITIES(Unaudited)
September 30, 2014

Assets:
Investments, at value - including $97,652 of securities loaned (cost $6,947,651)	$	7,893,533
Repurchase agreements, at value (cost $126,531)		126,531
Total investments (cost $7,074,182)		8,020,064
Segregated cash with broker		14,382
Cash		677
Receivables:
Securities sold		216,609
Fund shares sold		22,300
Dividends		9,390
Foreign taxes reclaim		184
Securities lending income		74
Total assets		8,283,680

Liabilities:
Payable for:
Fund shares redeemed		236,274
Upon return of securities loaned		102,150
Management fees		3,927
Distribution and service fees		1,649
Transfer agent and administrative fees		1,155
Portfolio accounting fees		462
Miscellaneous		3,486
Total liabilities		349,103
Net assets	$	7,934,577

Net assets consist of:
Paid in capital	$	11,572,827
Undistributed net investment income		170,227
Accumulated net realized loss on investments		(4,754,359	)
Net unrealized appreciation on investments		945,882
Net assets	$	7,934,577

Investor Class:
Net assets	$	1,936,816
Capital shares outstanding		41,374
Net asset value per share	$	46.81

Advisor Class:
Net assets	$	4,708,981
Capital shares outstanding		109,653
Net asset value per share	$	42.94

A-Class:
Net assets	$	611,924
Capital shares outstanding		13,929
Net asset value per share	$	43.93
Maximum offering price per share (Net asset value divided by 95.25%)	$	46.12

C-Class:
Net assets	$	676,856
Capital shares outstanding		16,587
Net asset value per share	$	40.81

STATEMENT OF OPERATIONS(Unaudited)
Period Ended September 30, 2014

Investment Income:
Dividends (net of foreign withholding tax of $3,874)	$	142,528
Income from securities lending, net		1,895
Interest		3
Total investment income		144,426

Expenses:
Management fees		37,016
Transfer agent and administrative fees		10,887
Distribution and service fees:
Advisor Class		8,482
A-Class		2,018
C-Class		2,320
Portfolio accounting fees		4,355
Custodian fees		510
Trustees' fees*		294
Tax expense		85
Line of credit interest expense		23
Miscellaneous		6,328
Total expenses		72,318
Net investment income		72,108

Net Realized and Unrealized Gain (Loss):
Net realized gain (loss) on:
Investments		426,771
Net realized gain		426,771
Net change in unrealized appreciation (depreciation) on:
Investments		(290,801	)
Net change in unrealized appreciation (depreciation)		(290,801	)
Net realized and unrealized gain		135,970
Net increase in net assets resulting from operations	$	208,078

*	Relates to Trustees not deemed "interested persons" within the meaning of Section 2(a)(19) of the 1940 Act.


SEE NOTES TO FINANCIAL STATEMENTS.	THE RYDEX FUNDS SEMI-ANNUAL REPORT \| 127

TELECOMMUNICATIONS FUND

STATEMENTS OF CHANGES IN NET ASSETS

	Period Ended September 30, 2014 (Unaudited)			Year Ended March 31, 2014
Increase (Decrease) in Net Assets from Operations:
Net investment income	$	72,108		$	98,119
Net realized gain (loss) on investments		426,771			(73,912	)
Net change in unrealized appreciation (depreciation) on investments		(290,801	)		134,687
Net increase in net assets resulting from operations		208,078			158,894

Distributions to shareholders from:
Net investment income
Investor Class		—			(77,513	)
Advisor Class		—			(7,191	)
A-Class		—			(8,359	)
C-Class		—			(4,990	)
Total distributions to shareholders		—			(98,053	)

Capital share transactions:
Proceeds from sale of shares
Investor Class		12,474,154			40,052,105
Advisor Class		11,709,748			2,201,898
A-Class		4,033,911			7,692,352
C-Class		13,448,827			28,694,832
Distributions reinvested
Investor Class		—			76,714
Advisor Class		—			6,218
A-Class		—			8,202
C-Class		—			4,877
Cost of shares redeemed
Investor Class		(13,201,379	)		(40,533,973	)
Advisor Class		(7,412,249	)		(2,014,866	)
A-Class		(6,010,691	)		(5,702,771	)
C-Class		(13,031,210	)		(29,271,944	)
Net increase from capital share transactions		2,011,111			1,213,644
Net increase in net assets		2,219,189			1,274,485

Net assets:
Beginning of period		5,715,388			4,440,903
End of period	$	7,934,577		$	5,715,388
Undistributed net investment income at end of period	$	170,227		$	98,119

Capital share activity:
Shares sold
Investor Class		271,494			934,805	*
Advisor Class		274,941			55,119	*
A-Class		92,264			186,923	*
C-Class		331,113			759,823	*
Shares issued from reinvestment of distributions
Investor Class		—			1,788	*
Advisor Class		—			157	*
A-Class		—			203	*
C-Class		—			129	*
Shares redeemed
Investor Class		(284,997	)		(954,582	)*
Advisor Class		(172,844	)		(51,252	)*
A-Class		(139,896	)		(139,957	)*
C-Class		(321,309	)		(774,952	)*
Net increase in shares		50,766			18,204	*

*	Capital share activity for the periods presented through February 7, 2014 has been restated to reflect a 1:3 reverse share split effective February 7, 2014. See Note 9 in Notes to Financial Statements.


128 \| THE RYDEX FUNDS SEMI-ANNUAL REPORT	SEE NOTES TO FINANCIAL STATEMENTS.

TELECOMMUNICATIONS FUND

FINANCIAL HIGHLIGHTS

This table is presented to show selected data for a share outstanding throughout each period and to assist shareholders in evaluating a Fund's performance for the periods presented.

Investor Class	Period Ended September 30, 2014^a			Year Ended March 31, 2014^d			Year Ended March 28, 2013^d			Year Ended March 31, 2012^d			Year Ended March 31, 2011^d			Year Ended March 31, 2010^d
Per Share Data
Net asset value, beginning of period	$	45.51		$	40.76		$	41.52		$	47.13		$	41.18		$	30.86
Income (loss) from investment operations:
Net investment income (loss)^b		.44			1.06			.81			1.23			.30			.78
Net gain (loss) on investments (realized and unrealized)		.86			4.26			(.67	)		(5.52	)		5.89			10.56
Total from investment operations		1.30			5.32			(.14	)		(4.29	)		6.19			11.34
Less distributions from:
Net investment income		—			(.57	)		(.90	)		(1.32	)		(.24	)		(1.02	)
Total distributions		—			(.57	)		(.90	)		(1.32	)		(.24	)		(1.02	)
Net asset value, end of period	$	46.81		$	45.51		$	40.76		$	41.52		$	47.13		$	41.18

Total Return^c		2.86	%		13.12	%		0.50	%		(8.77	%)		15.06	%		36.88	%
Ratios/Supplemental Data
Net assets, end of period (in thousands)	$	1,937		$	2,497		$	2,970		$	7,028		$	48,089		$	4,677
Ratios to average net assets:
Net investment income (loss)		1.90	%		2.47	%		2.06	%		2.86	%		0.73	%		2.03	%
Total expenses		1.37	%		1.38	%		1.35	%		1.36	%		1.39	%		1.39	%
Portfolio turnover rate		367	%		1,271	%		1,550	%		793	%		1,008	%		867	%

Advisor Class	Period Ended September 30, 2014^a			Year Ended March 31, 2014^d			Year Ended March 28, 2013^d			Year Ended March 31, 2012^d			Year Ended March 31, 2011^d			Year Ended March 31, 2010^d
Per Share Data
Net asset value, beginning of period	$	41.86		$	37.75		$	38.69		$	44.21		$	38.82		$	29.26
Income (loss) from investment operations:
Net investment income (loss)^b		.32			.29			.57			.66			.09			.69
Net gain (loss) on investments (realized and unrealized)		.76			4.39			(.61	)		(4.86	)		5.54			9.89
Total from investment operations		1.08			4.68			(.04	)		(4.20	)		5.63			10.58
Less distributions from:
Net investment income		—			(.57	)		(.90	)		(1.32	)		(.24	)		(1.02	)
Total distributions		—			(.57	)		(.90	)		(1.32	)		(.24	)		(1.02	)
Net asset value, end of period	$	42.94		$	41.86		$	37.75		$	38.69		$	44.21		$	38.82

Total Return^c		2.58	%		12.53	%		(0.01	%)		(9.15	%)		14.59	%		36.35	%
Ratios/Supplemental Data
Net assets, end of period (in thousands)	$	4,709		$	316		$	133		$	200		$	695		$	279
Ratios to average net assets:
Net investment income (loss)		1.47	%		0.74	%		1.59	%		1.65	%		0.25	%		1.94	%
Total expenses		1.87	%		1.88	%		1.86	%		1.85	%		1.88	%		1.89	%
Portfolio turnover rate		367	%		1,271	%		1,550	%		793	%		1,008	%		867	%


SEE NOTES TO FINANCIAL STATEMENTS.	THE RYDEX FUNDS SEMI-ANNUAL REPORT \| 129

TELECOMMUNICATIONS FUND

FINANCIAL HIGHLIGHTS(concluded)

This table is presented to show selected data for a share outstanding throughout each period and to assist shareholders in evaluating a Fund's performance for the periods presented.

A-Class	Period Ended September 30, 2014^a			Year Ended March 31, 2014^d			Year Ended March 28, 2013^d			Year Ended March 31, 2012^d			Year Ended March 31, 2011^d			Year Ended March 31, 2010^d
Per Share Data
Net asset value, beginning of period	$	42.74		$	38.44		$	39.27		$	44.72		$	39.21		$	29.48
Income (loss) from investment operations:
Net investment income (loss)^b		.41			.72			.72			.54			.42			.51
Net gain (loss) on investments (realized and unrealized)		.78			4.15			(.65	)		(4.67	)		5.33			10.24
Total from investment operations		1.19			4.87			.07			(4.13	)		5.75			10.75
Less distributions from:
Net investment income		—			(.57	)		(.90	)		(1.32	)		(.24	)		(1.02	)
Total distributions		—			(.57	)		(.90	)		(1.32	)		(.24	)		(1.02	)
Net asset value, end of period	$	43.93		$	42.74		$	38.44		$	39.27		$	44.72		$	39.21

Total Return^c		2.78	%		12.80	%		0.30	%		(8.91	%)		14.75	%		36.57	%
Ratios/Supplemental Data
Net assets, end of period (in thousands)	$	612		$	2,631		$	553		$	1,566		$	699		$	1,093
Ratios to average net assets:
Net investment income (loss)		1.88	%		1.79	%		1.98	%		1.41	%		1.01	%		1.45	%
Total expenses		1.61	%		1.63	%		1.61	%		1.60	%		1.64	%		1.63	%
Portfolio turnover rate		367	%		1,271	%		1,550	%		793	%		1,008	%		867	%

C-Class	Period Ended September 30, 2014^a			Year Ended March 31, 2014^d			Year Ended March 28, 2013^d			Year Ended March 31, 2012^d			Year Ended March 31, 2011^d			Year Ended March 31, 2010^d
Per Share Data
Net asset value, beginning of period	$	39.89		$	36.00		$	37.04		$	42.57		$	37.49		$	28.44
Income (loss) from investment operations:
Net investment income (loss)^b		.12			.54			.48			.15			(.03	)		.30
Net gain (loss) on investments (realized and unrealized)		.80			3.92			(.62	)		(4.36	)		5.35			9.77
Total from investment operations		.92			4.46			(.14	)		(4.21	)		5.32			10.07
Less distributions from:
Net investment income		—			(.57	)		(.90	)		(1.32	)		(.24	)		(1.02	)
Total distributions		—			(.57	)		(.90	)		(1.32	)		(.24	)		(1.02	)
Net asset value, end of period	$	40.81		$	39.89		$	36.00		$	37.04		$	42.57		$	37.49

Total Return^c		2.31	%		12.49	%		(0.24	%)		(9.52	%)		14.22	%		35.59	%
Ratios/Supplemental Data
Net assets, end of period (in thousands)	$	677		$	271		$	784		$	672		$	2,896		$	1,141
Ratios to average net assets:
Net investment income (loss)		0.57	%		1.42	%		1.41	%		0.39	%		(0.07	%)		0.86	%
Total expenses		2.37	%		2.38	%		2.36	%		2.36	%		2.39	%		2.39	%
Portfolio turnover rate		367	%		1,271	%		1,550	%		793	%		1,008	%		867	%

^a	Unaudited figures for the period ended September 30, 2014. Percentage amounts for the period, except total return and portfolio turnover rate, have been annualized.
^b	Net investment income (loss) per share was computed using average shares outstanding throughout the period.
^c	Total return does not reflect the impact of any applicable sales charges and has not been annualized.
^d	Reverse share split - Per share amounts for the periods presented through February 7, 2014 have been restated to reflect a 1:3 reverse share split effective February 7, 2014. See Note 9 in Notes to Financial Statements.


130 \| THE RYDEX FUNDS SEMI-ANNUAL REPORT	SEE NOTES TO FINANCIAL STATEMENTS.

FUND PROFILE (Unaudited)

September 30, 2014

TRANSPORTATION FUND

OBJECTIVE: Seeks to provide capital appreciation by investing in companies engaged in providing transportation services or companies engaged in the design, manufacture, distribution, or sale of transportation equipment ("Transportation Companies").

Holdings Diversification (Market Exposure as % of Net Assets)

"Holdings Diversification (Market Exposure as % of Net Assets)" excludes any temporary cash investments.

Inception Dates:
Investor Class	April 2, 1998
Advisor Class	June 9, 1998
A-Class	September 1, 2004
C-Class	May 14, 2001

Ten Largest Holdings (% of Total Net Assets)
Union Pacific Corp.	5.1%
United Parcel Service, Inc. — Class B	4.9%
General Motors Co.	3.6%
FedEx Corp.	3.5%
Norfolk Southern Corp.	3.0%
CSX Corp.	2.9%
Tesla Motors, Inc.	2.9%
Delta Air Lines, Inc.	2.8%
Ford Motor Co.	2.8%
Johnson Controls, Inc.	2.8%
Top Ten Total	34.3%

"Ten Largest Holdings" exclude any temporary cash or derivative investments.


	THE RYDEX FUNDS SEMI-ANNUAL REPORT \| 131

SCHEDULE OF INVESTMENTS (Unaudited)	September 30, 2014
TRANSPORTATION FUND

	Shares		Value

COMMON STOCKS† - 99.6%

AUTO/TRUCK PARTS & EQUIPMENTS - 17.9%
Johnson Controls, Inc.		52,187	$	2,296,228
Delphi Automotive plc		24,400		1,496,696
BorgWarner, Inc.		27,900		1,467,819
TRW Automotive Holdings Corp.*		14,340		1,451,925
Autoliv, Inc.		12,080		1,110,394
Lear Corp.		12,437		1,074,681
Magna International, Inc.		10,640		1,009,842
Allison Transmission Holdings, Inc.		33,205		946,010
Visteon Corp.*		8,835		859,204
Tenneco, Inc.*		14,410		753,787
Dana Holding Corp.		37,880		726,160
Dorman Products, Inc.*		13,700		548,821
Gentherm, Inc.*		11,900		502,537
American Axle & Manufacturing Holdings, Inc.*		28,730		481,802
Total Auto/Truck Parts & Equipments				14,725,906

TRANSPORT-RAIL - 17.3%
Union Pacific Corp.		38,812		4,207,997
Norfolk Southern Corp.		22,442		2,504,527
CSX Corp.		75,075		2,406,905
Kansas City Southern		12,707		1,540,088
Canadian Pacific Railway Ltd.		7,368		1,528,639
Canadian National Railway Co.		16,500		1,170,840
Genesee & Wyoming, Inc. — Class A*		10,054		958,247
Total Transport-Rail				14,317,243

AIRLINES - 16.9%
Delta Air Lines, Inc.		64,497		2,331,567
American Airlines Group, Inc.		60,294		2,139,231
Southwest Airlines Co.		60,766		2,052,068
United Continental Holdings, Inc.*		38,510		1,801,883
Copa Holdings S.A. — Class A		10,862		1,165,384
Ryanair Holdings plc ADR*		18,500		1,043,955
Alaska Air Group, Inc.		23,708		1,032,246
Spirit Airlines, Inc.*		14,200		981,788
JetBlue Airways Corp.*		73,100		776,322
Allegiant Travel Co. — Class A		5,200		643,032
Total Airlines				13,967,476

TRANSPORT-SERVICES - 14.5%
United Parcel Service, Inc. — Class B		41,313		4,060,655
FedEx Corp.		17,920		2,893,184
CH Robinson Worldwide, Inc.		20,093		1,332,568
Expeditors International of Washington, Inc.		29,531		1,198,368
Ryder System, Inc.		10,391		934,878
XPO Logistics, Inc.*		15,500		583,885
Hub Group, Inc. — Class A*		13,100		530,943
UTI Worldwide, Inc.*,1		42,000		446,460
Total Transport-Services				11,980,941

AUTO-CARS/LIGHT TRUCKS - 13.8%
General Motors Co.		93,740		2,994,056
Tesla Motors, Inc.*		9,818		2,382,632
Ford Motor Co.		156,517		2,314,886
Kandi Technologies Group, Inc.*,1		114,100		1,482,159
Tata Motors Ltd. ADR		27,000		1,180,170
Toyota Motor Corp. ADR		9,390		1,103,607
Total Auto-Cars/Light Trucks				11,457,510

TRANSPORT-TRUCK - 8.3%
J.B. Hunt Transport Services, Inc.		17,412		1,289,360
Old Dominion Freight Line, Inc.*		14,960		1,056,774
Landstar System, Inc.		10,748		775,898
Swift Transportation Co. — Class A*		36,480		765,350
Con-way, Inc.		15,142		719,245
Knight Transportation, Inc.		23,800		651,882
Heartland Express, Inc.		26,200		627,752
Werner Enterprises, Inc.		23,130		582,876
ArcBest Corp.		11,700		436,410
Total Transport-Truck				6,905,547

RENTAL AUTO/EQUIPMENT - 2.9%
Hertz Global Holdings, Inc.*		55,539		1,410,135
Avis Budget Group, Inc.*		17,374		953,659
Total Rental Auto/Equipment				2,363,794

RUBBER-TIRES - 1.9%
Goodyear Tire & Rubber Co.		45,842		1,035,342
Cooper Tire & Rubber Co.		20,070		576,009
Total Rubber-Tires				1,611,351

MOTORCYCLE/MOTOR SCOOTER - 1.8%
Harley-Davidson, Inc.		26,081		1,517,914

TRANSPORT-MARINE - 1.3%
Kirby Corp.*		9,325		1,098,951

COMMERCIAL SERVICES - 1.1%
Macquarie Infrastructure Company LLC		13,600		907,120

ELECTRONIC COMPONENT-MISCELLANEOUS - 1.0%
Gentex Corp.		30,660		820,768

BUILDING-MOBILE HOME/MANUFACTURED HOUSES - 0.9%
Thor Industries, Inc.		13,780		709,670

Total Common Stocks
(Cost $59,266,288)				82,384,191


132 \| THE RYDEX FUNDS SEMI-ANNUAL REPORT	SEE NOTES TO FINANCIAL STATEMENTS.

SCHEDULE OF INVESTMENTS (Unaudited)(concluded)	September 30, 2014
TRANSPORTATION FUND

	Face Amount		Value

SECURITIES LENDING COLLATERAL††,2 - 1.7%
Repurchase Agreements
HSBC Securities, Inc. issued 09/30/14 at 0.00% due 10/01/14	$	1,238,384	$	1,238,384
BNP Paribas Securities Corp. issued 09/30/14 at 0.00% due 10/01/14		203,014		203,014
Total Securities Lending Collateral
(Cost $1,441,398)				1,441,398

Total Investments - 101.3%
(Cost $60,707,686)			$	83,825,589
Other Assets & Liabilities, net - (1.3)%				(1,070,882	)
Total Net Assets - 100.0%			$	82,754,707

*	Non-income producing security.
†	Value determined based on Level 1 inputs — See Note 4.
††	Value determined based on Level 2 inputs — See Note 4.
1	All or portion of this security is on loan at September 30, 2014 — See Note 6.
2	Securities lending collateral — See Note 6.
	ADR — American Depositary Receipt
	plc — Public Limited Company


SEE NOTES TO FINANCIAL STATEMENTS.	THE RYDEX FUNDS SEMI-ANNUAL REPORT \| 133

TRANSPORTATION FUND

STATEMENT OF ASSETS AND LIABILITIES(Unaudited)
September 30, 2014

Assets:
Investments, at value - including $1,578,224 of securities loaned (cost $59,266,288)	$	82,384,191
Repurchase agreements, at value (cost $1,441,398)		1,441,398
Total investments (cost $60,707,686)		83,825,589
Segregated cash with broker		236,202
Receivables:
Fund shares sold		750,605
Securities sold		565,012
Dividends		40,525
Securities lending income		31,732
Total assets		85,449,665

Liabilities:
Overdraft Due to custodian bank		171,735
Payable for:
Upon return of securities loaned		1,677,600
Fund shares redeemed		708,225
Management fees		59,543
Transfer agent and administrative fees		17,513
Distribution and service fees		10,643
Portfolio accounting fees		7,005
Miscellaneous		42,694
Total liabilities		2,694,958
Net assets	$	82,754,707

Net assets consist of:
Paid in capital	$	82,527,870
Accumulated net investment loss		(25,483	)
Accumulated net realized loss on investments		(22,865,583	)
Net unrealized appreciation on investments		23,117,903
Net assets	$	82,754,707

Investor Class:
Net assets	$	54,758,799
Capital shares outstanding		1,171,554
Net asset value per share	$	46.74

Advisor Class:
Net assets	$	6,955,323
Capital shares outstanding		163,947
Net asset value per share	$	42.42

A-Class:
Net assets	$	15,197,771
Capital shares outstanding		349,182
Net asset value per share	$	43.52
Maximum offering price per share (Net asset value divided by 95.25%)	$	45.69

C-Class:
Net assets	$	5,842,814
Capital shares outstanding		141,881
Net asset value per share	$	41.18

STATEMENT OF OPERATIONS (Unaudited)
Period Ended September 30, 2014

Investment Income:
Dividends (net of foreign withholding tax of $5,222)	$	529,296
Income from securities lending, net		144,560
Interest		41
Total investment income		673,897

Expenses:
Management fees		363,885
Transfer agent and administrative fees		107,025
Distribution and service fees:
Advisor Class		14,159
A-Class		20,272
C-Class		26,722
Portfolio accounting fees		42,810
Custodian fees		4,999
Trustees' fees*		3,044
Line of credit interest expense		64
Miscellaneous		62,743
Total expenses		645,723
Net investment income		28,174

Net Realized and Unrealized Gain (Loss):
Net realized gain (loss) on:
Investments		(1,047,012	)
Net realized loss		(1,047,012	)
Net change in unrealized appreciation (depreciation) on:
Investments		3,349,241
Net change in unrealized appreciation (depreciation)		3,349,241
Net realized and unrealized gain		2,302,229
Net increase in net assets resulting from operations	$	2,330,403

*	Relates to Trustees not deemed "interested persons" within the meaning of Section 2(a)(19) of the 1940 Act.


134 \| THE RYDEX FUNDS SEMI-ANNUAL REPORT	SEE NOTES TO FINANCIAL STATEMENTS.

TRANSPORTATION FUND

STATEMENTS OF CHANGES IN NET ASSETS

	Period Ended September 30, 2014 (Unaudited)			Year Ended March 31, 2014
Increase (Decrease) in Net Assets from Operations:
Net investment income (loss)	$	28,174		$	(121,576	)
Net realized gain (loss) on investments		(1,047,012	)		2,214,194
Net change in unrealized appreciation (depreciation) on investments		3,349,241			12,043,472
Net increase in net assets resulting from operations		2,330,403			14,136,090

Capital share transactions:
Proceeds from sale of shares
Investor Class		112,487,501			442,197,154
Advisor Class		25,179,935			15,406,895
A-Class		21,858,825			35,299,972
C-Class		13,744,308			20,204,027
Cost of shares redeemed
Investor Class		(103,582,417	)		(486,392,760	)
Advisor Class		(20,768,375	)		(18,129,650	)
A-Class		(19,997,290	)		(29,905,841	)
C-Class		(11,774,894	)		(19,951,182	)
Net increase (decrease) from capital share transactions		17,147,593			(41,271,385	)
Net increase (decrease) in net assets		19,477,996			(27,135,295	)

Net assets:
Beginning of period		63,276,711			90,412,006
End of period	$	82,754,707		$	63,276,711
Accumulated net investment loss at end of period	$	(25,483	)	$	(53,657	)

Capital share activity:
Shares sold
Investor Class		2,390,857			11,397,922
Advisor Class		581,025			430,435
A-Class		500,368			957,561
C-Class		331,596			587,228
Shares redeemed
Investor Class		(2,205,710	)		(12,864,102	)
Advisor Class		(480,692	)		(519,741	)
A-Class		(462,135	)		(798,761	)
C-Class		(284,211	)		(587,841	)
Net increase (decrease) in shares		371,098			(1,397,299	)


SEE NOTES TO FINANCIAL STATEMENTS.	THE RYDEX FUNDS SEMI-ANNUAL REPORT \| 135

TRANSPORTATION FUND

FINANCIAL HIGHLIGHTS

This table is presented to show selected data for a share outstanding throughout each period and to assist shareholders in evaluating a Fund's performance for the periods presented.

Investor Class	Period Ended September 30, 2014^a			Year Ended March 31, 2014			Year Ended March 28, 2013			Year Ended March 31, 2012			Year Ended March 31, 2011			Year Ended March 31, 2010
Per Share Data
Net asset value, beginning of period	$	44.63		$	32.07		$	26.96		$	27.85		$	23.79		$	14.38
Income (loss) from investment operations:
Net investment income (loss)^b		.05			(.04	)		(.07	)		(.06	)		—	^c		(.15	)
Net gain (loss) on investments (realized and unrealized)		2.06			12.60			5.18			(.83	)		4.06			9.70
Total from investment operations		2.11			12.56			5.11			(.89	)		4.06			9.55
Less distributions from:
Net investment income		—			—			—			—			—			(.14	)
Total distributions		—			—			—			—			—			(.14	)
Net asset value, end of period	$	46.74		$	44.63		$	32.07		$	26.96		$	27.85		$	23.79

Total Return^d		4.73	%		39.16	%		18.95	%		(3.20	%)		17.07	%		66.51	%
Ratios/Supplemental Data
Net assets, end of period (in thousands)	$	54,759		$	44,021		$	78,644		$	8,031		$	5,320		$	22,292
Ratios to average net assets:
Net investment income (loss)		0.20	%		(0.09	%)		(0.25	%)		(0.22	%)		0.02	%		(0.68	%)
Total expenses		1.37	%		1.37	%		1.37	%		1.35	%		1.38	%		1.37	%
Portfolio turnover rate		115	%		593	%		737	%		1,082	%		1,217	%		1,073	%

Advisor Class	Period Ended September 30, 2014^a			Year Ended March 31, 2014			Year Ended March 28, 2013			Year Ended March 31, 2012			Year Ended March 31, 2011			Year Ended March 31, 2010
Per Share Data
Net asset value, beginning of period	$	40.61		$	29.32		$	24.76		$	25.70		$	22.05		$	13.40
Income (loss) from investment operations:
Net investment income (loss)^b		(.07	)		(.18	)		(.15	)		(.14	)		(.17	)		(.18	)
Net gain (loss) on investments (realized and unrealized)		1.88			11.47			4.71			(.80	)		3.82			8.97
Total from investment operations		1.81			11.29			4.56			(.94	)		3.65			8.79
Less distributions from:
Net investment income		—			—			—			—			—			(.14	)
Total distributions		—			—			—			—			—			(.14	)
Net asset value, end of period	$	42.42		$	40.61		$	29.32		$	24.76		$	25.70		$	22.05

Total Return^d		4.46	%		38.51	%		18.42	%		(3.66	%)		16.55	%		65.70	%
Ratios/Supplemental Data
Net assets, end of period (in thousands)	$	6,955		$	2,583		$	4,483		$	2,355		$	2,902		$	2,795
Ratios to average net assets:
Net investment income (loss)		(0.34	%)		(0.50	%)		(0.57	%)		(0.55	%)		(0.74	%)		(0.95	%)
Total expenses		1.87	%		1.87	%		1.86	%		1.86	%		1.89	%		1.88	%
Portfolio turnover rate		115	%		593	%		737	%		1,082	%		1,217	%		1,073	%


136 \| THE RYDEX FUNDS SEMI-ANNUAL REPORT	SEE NOTES TO FINANCIAL STATEMENTS.

TRANSPORTATION FUND

FINANCIAL HIGHLIGHTS(concluded)

This table is presented to show selected data for a share outstanding throughout each period and to assist shareholders in evaluating a Fund's performance for the periods presented.

A-Class	Period Ended September 30, 2014^a			Year Ended March 31, 2014			Year Ended March 28, 2013			Year Ended March 31, 2012			Year Ended March 31, 2011			Year Ended March 31, 2010
Per Share Data
Net asset value, beginning of period	$	41.61		$	29.96		$	25.25		$	26.15		$	22.37		$	13.55
Income (loss) from investment operations:
Net investment income (loss)^b		(—	)^c		(.11	)		(.01	)		(.12	)		(.10	)		(.04	)
Net gain (loss) on investments (realized and unrealized)		1.91			11.76			4.72			(.78	)		3.88			9.00
Total from investment operations		1.91			11.65			4.71			(.90	)		3.78			8.96
Less distributions from:
Net investment income		—			—			—			—			—			(.14	)
Total distributions		—			—			—			—			—			(.14	)
Net asset value, end of period	$	43.52		$	41.61		$	29.96		$	25.25		$	26.15		$	22.37

Total Return^d		4.59	%		38.89	%		18.70	%		(3.48	%)		16.90	%		66.22	%
Ratios/Supplemental Data
Net assets, end of period (in thousands)	$	15,198		$	12,938		$	4,558		$	1,600		$	1,239		$	1,842
Ratios to average net assets:
Net investment income (loss)		(0.01	%)		(0.28	%)		(0.05	%)		(0.51	%)		(0.42	%)		(0.22	%)
Total expenses		1.62	%		1.62	%		1.60	%		1.61	%		1.64	%		1.62	%
Portfolio turnover rate		115	%		593	%		737	%		1,082	%		1,217	%		1,073	%

C-Class	Period Ended September 30, 2014^a			Year Ended March 31, 2014			Year Ended March 28, 2013			Year Ended March 31, 2012			Year Ended March 31, 2011			Year Ended March 31, 2010
Per Share Data
Net asset value, beginning of period	$	39.52		$	28.67		$	24.34		$	25.38		$	21.87		$	13.40
Income (loss) from investment operations:
Net investment income (loss)^b		(.17	)		(.37	)		(.26	)		(.29	)		(.24	)		(.24	)
Net gain (loss) on investments (realized and unrealized)		1.83			11.22			4.59			(.75	)		3.75			8.85
Total from investment operations		1.66			10.85			4.33			(1.04	)		3.51			8.61
Less distributions from:
Net investment income		—			—			—			—			—			(.14	)
Total distributions		—			—			—			—			—			(.14	)
Net asset value, end of period	$	41.18		$	39.52		$	28.67		$	24.34		$	25.38		$	21.87

Total Return^d		4.20	%		37.84	%		17.79	%		(4.10	%)		16.05	%		64.35	%
Ratios/Supplemental Data
Net assets, end of period (in thousands)	$	5,843		$	3,734		$	2,727		$	2,729		$	2,069		$	3,375
Ratios to average net assets:
Net investment income (loss)		(0.80	%)		(1.07	%)		(1.06	%)		(1.24	%)		(1.04	%)		(1.31	%)
Total expenses		2.37	%		2.37	%		2.35	%		2.35	%		2.39	%		2.38	%
Portfolio turnover rate		115	%		593	%		737	%		1,082	%		1,217	%		1,073	%

^a	Unaudited figures for the period ended September 30, 2014. Percentage amounts for the period, except total return and portfolio turnover rate, have been annualized.
^b	Net investment income (loss) per share was computed using average shares outstanding throughout the period.
^c	Net investment income (loss) is less than $0.01 per share.
^d	Total return does not reflect the impact of any applicable sales charges and has not been annualized.


SEE NOTES TO FINANCIAL STATEMENTS.	THE RYDEX FUNDS SEMI-ANNUAL REPORT \| 137

FUND PROFILE(Unaudited)

September 30, 2014

UTILITIES FUND

OBJECTIVE: Seeks to provide capital appreciation by investing in companies that operate public utilities ("Utilities Companies").

Holdings Diversification (Market Exposure as % of Net Assets)

"Holdings Diversification (Market Exposure as % of Net Assets)" excludes any temporary cash investments.

Inception Dates:
Investor Class	April 3, 2000
Advisor Class	April 3, 2000
A-Class	September 1, 2004
C-Class	April 27, 2001

Ten Largest Holdings (% of Total Net Assets)
Duke Energy Corp.	3.9%
Dominion Resources, Inc.	3.4%
NextEra Energy, Inc.	3.4%
Southern Co.	3.3%
Exelon Corp.	2.9%
Sempra Energy	2.7%
American Electric Power Company, Inc.	2.7%
PPL Corp.	2.4%
PG&E Corp.	2.4%
Public Service Enterprise Group, Inc.	2.3%
Top Ten Total	29.4%

"Ten Largest Holdings" exclude any temporary cash or derivative investments.


138 \| THE RYDEX FUNDS SEMI-ANNUAL REPORT

SCHEDULE OF INVESTMENTS (Unaudited)	September 30, 2014
UTILITIES FUND

	Shares		Value

COMMON STOCKS† - 99.8%

ELECTRIC-INTEGRATED - 68.5%
Duke Energy Corp.		23,358	$	1,746,479
Dominion Resources, Inc.		22,101		1,526,958
NextEra Energy, Inc.		16,230		1,523,672
Southern Co.		34,530		1,507,235
Exelon Corp.		38,088		1,298,420
American Electric Power Company, Inc.		22,929		1,197,123
PPL Corp.		33,595		1,103,260
PG&E Corp.		24,462		1,101,768
Public Service Enterprise Group, Inc.		27,456		1,022,461
Edison International		17,893		1,000,577
Consolidated Edison, Inc.		17,210		975,119
Xcel Energy, Inc.		30,712		933,645
Entergy Corp.		11,621		898,652
FirstEnergy Corp.		26,364		885,039
Northeast Utilities		19,877		880,551
DTE Energy Co.		11,526		876,898
Wisconsin Energy Corp.		17,044		732,892
Ameren Corp.		19,006		728,500
CMS Energy Corp.		23,194		687,934
OGE Energy Corp.		17,886		663,749
SCANA Corp.		12,734		631,734
Pepco Holdings, Inc.		23,169		620,002
Alliant Energy Corp.		10,566		585,462
Pinnacle West Capital Corp.		10,541		575,960
MDU Resources Group, Inc.		20,059		557,841
Integrys Energy Group, Inc.		8,251		534,830
Westar Energy, Inc.		14,637		499,414
TECO Energy, Inc.		27,742		482,156
Great Plains Energy, Inc.		18,891		456,595
Cia Energetica de Minas Gerais ADR		71,615		446,161
Hawaiian Electric Industries, Inc.1		15,221		404,118
IDACORP, Inc.		7,273		389,906
Cleco Corp.		7,961		383,322
Portland General Electric Co.		11,703		375,900
Enersis S.A. ADR		23,139		365,133
Black Hills Corp.		7,161		342,869
Avista Corp.		10,909		333,052
UIL Holdings Corp.		9,403		332,866
PNM Resources, Inc.		13,257		330,232
ALLETE, Inc.		7,335		325,601
NorthWestern Corp.		6,965		315,932
El Paso Electric Co.		8,040		293,862
Total Electric-Integrated				30,873,880

GAS-DISTRIBUTION - 19.7%
Sempra Energy		11,567		1,218,930
NiSource, Inc.		21,510		881,480
CenterPoint Energy, Inc.		31,995		782,918
AGL Resources, Inc.		11,411		585,841
UGI Corp.		16,928		577,076
National Fuel Gas Co.		8,137		569,509
Atmos Energy Corp.		10,809		515,589
Questar Corp.		20,957		467,132
National Grid plc ADR		6,040		434,155
Vectren Corp.		10,787		430,401
Piedmont Natural Gas Company, Inc.		11,365		381,068
Southwest Gas Corp.		7,350		357,063
WGL Holdings, Inc.		8,354		351,870
New Jersey Resources Corp.		6,949		350,994
Laclede Group, Inc.		7,209		334,498
South Jersey Industries, Inc.		5,970		318,559
ONE Gas, Inc.		9,137		312,942
Total Gas-Distribution				8,870,025

INDEPENDENT POWER PRODUCER - 5.2%
NRG Energy, Inc.		25,261		769,955
Calpine Corp.*		32,583		707,051
NRG Yield, Inc. — Class A		9,360		440,388
Dynegy, Inc.*		14,125		407,648
Total Independent Power Producer				2,325,042

WATER - 3.5%
American Water Works Co., Inc.		14,527		700,638
Aqua America, Inc.		20,666		486,271
Cia de Saneamento Basico do Estado de Sao Paulo ADR		47,895		388,428
Total Water				1,575,337

ELECTRIC-GENERATION - 1.7%
AES Corp.		53,864		763,792

ELECTRIC-TRANSMISSION - 1.2%
ITC Holdings Corp.		15,715		559,925

Total Common Stocks
(Cost $33,948,060)				44,968,001

	Face Amount

REPURCHASE AGREEMENTS††,2 - 0.8%
UMB Financial Corp. issued 09/30/14 at 0.00% due 10/01/14	$	165,479		165,479
HSBC Group issued 09/30/14 at 0.00% due 10/01/14		68,149		68,149
RBC Capital Markets issued 09/30/14 at (0.05)% due 10/01/14		68,149		68,149
Mizuho Financial Group, Inc. issued 09/30/14 at 0.01% due 10/01/14		68,149		68,149
Total Repurchase Agreements
(Cost $369,926)				369,926


SEE NOTES TO FINANCIAL STATEMENTS.	THE RYDEX FUNDS SEMI-ANNUAL REPORT \| 139

SCHEDULE OF INVESTMENTS (Unaudited)(concluded)	September 30, 2014
UTILITIES FUND

	Face Amount		Value

SECURITIES LENDING COLLATERAL††,3 - 0.4%
Repurchase Agreements
HSBC Securities, Inc. issued 09/30/14 at 0.00% due 10/01/14	$	152,879	$	152,879
BNP Paribas Securities Corp. issued 09/30/14 at 0.00% due 10/01/14		25,062		25,062
Total Securities Lending Collateral
(Cost $177,941)				177,941

Total Investments - 101.0%
(Cost $34,495,927)			$	45,515,868
Other Assets & Liabilities, net - (1.0)%				(436,280	)
Total Net Assets - 100.0%			$	45,079,588

*	Non-income producing security.
†	Value determined based on Level 1 inputs — See Note 4.
††	Value determined based on Level 2 inputs — See Note 4.
1	All or portion of this security is on loan at September 30, 2014 — See Note 6.
2	Repurchase Agreements — See Note 5.
3	Securities lending collateral — See Note 6.
	ADR — American Depositary Receipt
	plc — Public Limited Company


140 \| THE RYDEX FUNDS SEMI-ANNUAL REPORT	SEE NOTES TO FINANCIAL STATEMENTS.

UTILITIES FUND

STATEMENT OF ASSETS AND LIABILITIES(Unaudited)
September 30, 2014

Assets:
Investments, at value - including $201,780 of securities loaned (cost $33,948,060)	$	44,968,001
Repurchase agreements, at value (cost $547,867)		547,867
Total investments (cost $34,495,927)		45,515,868
Segregated cash with broker		29,159
Cash		20,057
Receivables:
Fund shares sold		116,663
Dividends		101,081
Securities lending income		798
Total assets		45,783,626

Liabilities:
Payable for:
Fund shares redeemed		410,571
Upon return of securities loaned		207,100
Management fees		31,698
Distribution and service fees		13,371
Transfer agent and administrative fees		9,323
Portfolio accounting fees		3,729
Miscellaneous		28,246
Total liabilities		704,038
Net assets	$	45,079,588

Net assets consist of:
Paid in capital	$	34,111,445
Undistributed net investment income		1,364,624
Accumulated net realized loss on investments		(1,416,422	)
Net unrealized appreciation on investments		11,019,941
Net assets	$	45,079,588

Investor Class:
Net assets	$	16,409,465
Capital shares outstanding		475,388
Net asset value per share	$	34.52

Advisor Class:
Net assets	$	13,111,223
Capital shares outstanding		416,753
Net asset value per share	$	31.46

A-Class:
Net assets	$	6,431,115
Capital shares outstanding		198,180
Net asset value per share	$	32.45
Maximum offering price per share (Net asset value divided by 95.25%)	$	34.07

C-Class:
Net assets	$	9,127,785
Capital shares outstanding		316,686
Net asset value per share	$	28.82

STATEMENT OF OPERATIONS(Unaudited)
Period Ended September 30, 2014

Investment Income:
Dividends (net of foreign withholding tax of $8,642)	$	1,603,095
Income from securities lending, net		4,179
Interest		15
Total investment income		1,607,289

Expenses:
Management fees		360,712
Transfer agent and administrative fees		106,092
Distribution and service fees:
Advisor Class		17,726
A-Class		11,160
C-Class		46,935
Portfolio accounting fees		42,436
Custodian fees		4,953
Tax expense		3,490
Trustees' fees*		3,385
Line of credit interest expense		554
Miscellaneous		59,831
Total expenses		657,274
Net investment income		950,015

Net Realized and Unrealized Gain (Loss):
Net realized gain (loss) on:
Investments		4,090,148
Net realized gain		4,090,148
Net change in unrealized appreciation (depreciation) on:
Investments		(2,675,130	)
Net change in unrealized appreciation (depreciation)		(2,675,130	)
Net realized and unrealized gain		1,415,018
Net increase in net assets resulting from operations	$	2,365,033

*	Relates to Trustees not deemed "interested persons" within the meaning of Section 2(a)(19) of the 1940 Act.


SEE NOTES TO FINANCIAL STATEMENTS.	THE RYDEX FUNDS SEMI-ANNUAL REPORT \| 141

UTILITIES FUND

STATEMENTS OF CHANGES IN NET ASSETS

	Period Ended September 30, 2014 (Unaudited)			Year Ended March 31, 2014
Increase (Decrease) in Net Assets from Operations:
Net investment income	$	950,015		$	1,150,415
Net realized gain on investments		4,090,148			3,726,063
Net change in unrealized appreciation (depreciation) on investments		(2,675,130	)		(345,635	)
Net increase in net assets resulting from operations		2,365,033			4,530,843

Distributions to shareholders from:
Net investment income
Investor Class		—			(653,403	)
Advisor Class		—			(166,669	)
A-Class		—			(161,160	)
C-Class		—			(302,460	)
Total distributions to shareholders		—			(1,283,692	)

Capital share transactions:
Proceeds from sale of shares
Investor Class		84,445,431			273,458,616
Advisor Class		96,944,420			89,095,236
A-Class		7,950,540			23,091,679
C-Class		16,606,617			36,830,999
Distributions reinvested
Investor Class		—			639,026
Advisor Class		—			162,897
A-Class		—			143,241
C-Class		—			277,036
Cost of shares redeemed
Investor Class		(166,415,205	)		(224,424,635	)
Advisor Class		(85,729,117	)		(91,124,222	)
A-Class		(13,105,883	)		(19,091,917	)
C-Class		(15,909,949	)		(36,035,250	)
Net increase (decrease) from capital share transactions		(75,213,146	)		53,022,706
Net increase (decrease) in net assets		(72,848,113	)		56,269,857

Net assets:
Beginning of period		117,927,701			61,657,844
End of period	$	45,079,588		$	117,927,701
Undistributed net investment income at end of period	$	1,364,624		$	414,609

Capital share activity:
Shares sold
Investor Class		2,413,727			8,321,501
Advisor Class		3,017,541			2,982,830
A-Class		240,002			747,486
C-Class		564,623			1,344,893
Shares issued from reinvestment of distributions
Investor Class		—			20,594
Advisor Class		—			5,732
A-Class		—			4,900
C-Class		—			10,603
Shares redeemed
Investor Class		(4,756,375	)		(6,835,762	)
Advisor Class		(2,673,787	)		(3,074,956	)
A-Class		(398,409	)		(619,975	)
C-Class		(541,737	)		(1,312,120	)
Net increase (decrease) in shares		(2,134,415	)		1,595,726


142 \| THE RYDEX FUNDS SEMI-ANNUAL REPORT	SEE NOTES TO FINANCIAL STATEMENTS.

UTILITIES FUND

FINANCIAL HIGHLIGHTS

This table is presented to show selected data for a share outstanding throughout each period and to assist shareholders in evaluating a Fund's performance for the periods presented.

Investor Class	Period Ended September 30, 2014^a			Year Ended March 31, 2014			Year Ended March 28, 2013			Year Ended March 31, 2012			Year Ended March 31, 2011			Year Ended March 31, 2010
Per Share Data
Net asset value, beginning of period	$	34.01		$	32.71		$	29.13		$	27.00		$	24.80		$	20.56
Income (loss) from investment operations:
Net investment income (loss)^b		.43			.78			.74			.73			.86			.61
Net gain (loss) on investments (realized and unrealized)		.08			1.98			3.96			1.80			2.96			4.85
Total from investment operations		.51			2.76			4.70			2.53			3.82			5.46
Less distributions from:
Net investment income		—			(1.46	)		(1.12	)		(.40	)		(1.62	)		(1.22	)
Total distributions		—			(1.46	)		(1.12	)		(.40	)		(1.62	)		(1.22	)
Net asset value, end of period	$	34.52		$	34.01		$	32.71		$	29.13		$	27.00		$	24.80

Total Return^c		1.50	%		8.88	%		16.75	%		9.44	%		15.94	%		26.58	%
Ratios/Supplemental Data
Net assets, end of period (in thousands)	$	16,409		$	95,854		$	42,907		$	37,469		$	9,328		$	9,912
Ratios to average net assets:
Net investment income (loss)		2.45	%		2.38	%		2.45	%		2.59	%		3.35	%		2.49	%
Total expenses		1.37	%		1.40	%		1.35	%		1.35	%		1.37	%		1.39	%
Portfolio turnover rate		156	%		508	%		534	%		549	%		800	%		758	%

Advisor Class	Period Ended September 30, 2014^a			Year Ended March 31, 2014			Year Ended March 28, 2013			Year Ended March 31, 2012			Year Ended March 31, 2011			Year Ended March 31, 2010
Per Share Data
Net asset value, beginning of period	$	31.09		$	30.19		$	27.10		$	25.26		$	23.40		$	19.56
Income (loss) from investment operations:
Net investment income (loss)^b		.30			.69			.48			.56			.62			.47
Net gain (loss) on investments (realized and unrealized)		.07			1.67			3.73			1.68			2.86			4.59
Total from investment operations		.37			2.36			4.21			2.24			3.48			5.06
Less distributions from:
Net investment income		—			(1.46	)		(1.12	)		(.40	)		(1.62	)		(1.22	)
Total distributions		—			(1.46	)		(1.12	)		(.40	)		(1.62	)		(1.22	)
Net asset value, end of period	$	31.46		$	31.09		$	30.19		$	27.10		$	25.26		$	23.40

Total Return^c		1.19	%		8.29	%		16.23	%		8.90	%		15.43	%		25.89	%
Ratios/Supplemental Data
Net assets, end of period (in thousands)	$	13,111		$	2,269		$	4,812		$	8,036		$	1,240		$	1,184
Ratios to average net assets:
Net investment income (loss)		1.89	%		2.30	%		1.70	%		2.11	%		2.53	%		2.07	%
Total expenses		1.87	%		1.88	%		1.85	%		1.84	%		1.87	%		1.88	%
Portfolio turnover rate		156	%		508	%		534	%		549	%		800	%		758	%


SEE NOTES TO FINANCIAL STATEMENTS.	THE RYDEX FUNDS SEMI-ANNUAL REPORT \| 143

UTILITIES FUND

FINANCIAL HIGHLIGHTS(concluded)

This table is presented to show selected data for a share outstanding throughout each period and to assist shareholders in evaluating a Fund's performance for the periods presented.

A-Class	Period Ended September 30, 2014^a			Year Ended March 31, 2014			Year Ended March 28, 2013			Year Ended March 31, 2012			Year Ended March 31, 2011			Year Ended March 31, 2010
Per Share Data
Net asset value, beginning of period	$	32.02		$	30.95		$	27.69		$	25.75		$	23.77		$	19.80
Income (loss) from investment operations:
Net investment income (loss)^b		.33			.63			.65			.67			.54			.65
Net gain (loss) on investments (realized and unrealized)		.10			1.90			3.73			1.67			3.06			4.54
Total from investment operations		.43			2.53			4.38			2.34			3.60			5.19
Less distributions from:
Net investment income		—			(1.46	)		(1.12	)		(.40	)		(1.62	)		(1.22	)
Total distributions		—			(1.46	)		(1.12	)		(.40	)		(1.62	)		(1.22	)
Net asset value, end of period	$	32.45		$	32.02		$	30.95		$	27.69		$	25.75		$	23.77

Total Return^c		1.34	%		8.64	%		16.46	%		9.16	%		15.70	%		26.24	%
Ratios/Supplemental Data
Net assets, end of period (in thousands)	$	6,431		$	11,417		$	6,938		$	7,912		$	3,289		$	1,721
Ratios to average net assets:
Net investment income (loss)		2.01	%		2.05	%		2.26	%		2.47	%		2.23	%		2.81	%
Total expenses		1.62	%		1.63	%		1.61	%		1.60	%		1.63	%		1.64	%
Portfolio turnover rate		156	%		508	%		534	%		549	%		800	%		758	%

C-Class	Period Ended September 30, 2014^a			Year Ended March 31, 2014			Year Ended March 28, 2013			Year Ended March 31, 2012			Year Ended March 31, 2011			Year Ended March 31, 2010
Per Share Data
Net asset value, beginning of period	$	28.55		$	27.96		$	25.31		$	23.76		$	22.21		$	18.71
Income (loss) from investment operations:
Net investment income (loss)^b		.20			.34			.42			.42			.39			.39
Net gain (loss) on investments (realized and unrealized)		.07			1.71			3.35			1.53			2.78			4.33
Total from investment operations		.27			2.05			3.77			1.95			3.17			4.72
Less distributions from:
Net investment income		—			(1.46	)		(1.12	)		(.40	)		(1.62	)		(1.22	)
Total distributions		—			(1.46	)		(1.12	)		(.40	)		(1.62	)		(1.22	)
Net asset value, end of period	$	28.82		$	28.55		$	27.96		$	25.31		$	23.76		$	22.21

Total Return^c		0.95	%		7.83	%		15.58	%		8.28	%		14.85	%		25.24	%
Ratios/Supplemental Data
Net assets, end of period (in thousands)	$	9,128		$	8,387		$	7,001		$	6,961		$	4,751		$	7,306
Ratios to average net assets:
Net investment income (loss)		1.38	%		1.22	%		1.62	%		1.70	%		1.72	%		1.77	%
Total expenses		2.37	%		2.38	%		2.36	%		2.35	%		2.38	%		2.39	%
Portfolio turnover rate		156	%		508	%		534	%		549	%		800	%		758	%

^a	Unaudited figures for the period ended September 30, 2014. Percentage amounts for the period, except total return and portfolio turnover rate, have been annualized.
^b	Net investment income (loss) per share was computed using average shares outstanding throughout the period.
^c	Total return does not reflect the impact of any applicable sales charges and has not been annualized.


144 \| THE RYDEX FUNDS SEMI-ANNUAL REPORT	SEE NOTES TO FINANCIAL STATEMENTS.

NOTES TO FINANCIAL STATEMENTS(Unaudited)

1. Organization and Significant Accounting Policies

Organization

The Rydex Series Funds (the "Trust"), a Delaware business trust, is registered with the SEC under the Investment Company Act of 1940 ("1940 Act"), as a non-diversified, open-ended investment company of the series type. Each series, in effect, is representing a separate Fund. The Trust is authorized to issue an unlimited number of no par value shares. The Trust accounts for the assets of each Fund separately.

The Trust offers a combination of eight separate classes of shares: Investor Class shares, Advisor Class shares, A-Class shares, C-Class shares, H-Class shares, Y-Class shares, Institutional Class shares and Money Market Class shares. Sales of shares of each Class are made without a front-end sales charge at the net asset value per share ("NAV"), with the exception of A-Class shares. A-Class shares are sold at the NAV, plus the applicable front-end sales charge. The sales charge varies depending on the amount purchased, but will not exceed 4.75%. A-Class share purchases of $1 million or more are exempt from the front-end sales charge but have a 1% contingent deferred sales charge ("CDSC") if shares are redeemed within 12 months of purchase. C-Class shares have a 1% CDSC if shares are redeemed within 12 months of purchase. Institutional Class shares are offered primarily for direct investment by institutions such as pension and profit sharing plans, endowments, foundations and corporations. Institutional Class shares have a minimum initial investment of $2 million and a minimum account balance of $1 million. Institutional Class shares are offered without a front-end sales charge or CDSC. At September 30, 2014, the Trust consisted of fifty-one Funds.

This report covers the Banking Fund, Basic Materials Fund, Biotechnology Fund, Consumer Products Fund, Electronics Fund, Energy Fund, Energy Services Fund, Financial Services Fund, Health Care Fund, Internet Fund, Leisure Fund, Precious Metals Fund, Real Estate Fund, Retailing Fund, Technology Fund, Telecommunications Fund, Transportation Fund and Utilities Fund (the "Funds"). Only Investor Class, Advisor Class, A-Class, C-Class and H-Class shares have been issued by the Funds.

The Funds invest in a specific industry sector. To the extent that investments are concentrated in a single sector, the Funds are subject to legislative or regulatory changes, adverse market conditions and/or increased competition affecting such sector.

The Funds seek capital appreciation and invest substantially all of their assets in equity securities of companies involved in their sector.

The Funds are designed and operated to accommodate frequent trading by shareholders and, unlike most mutual funds, offer unlimited exchange privileges with no minimum holding periods or transactions fees, which may cause the Funds to experience high portfolio turnover.

Guggenheim Investments ("GI") provides advisory services, and Rydex Fund Services, LLC ("RFS") provides transfer agent, administrative and accounting services to the Trust. Guggenheim Funds Distributors, LLC ("GFD") acts as principal underwriter for the Trust. GI, RFS and GFD are affiliated entities.

Significant Accounting Policies

The following significant accounting policies are in conformity with U.S. generally accepted accounting principles ("U.S. GAAP") and are consistently followed by the Trust. This requires management to make estimates and assumptions that affect the reported amount of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates. All time references are based on Eastern Time.

The NAV of a fund is calculated by dividing the market value of the fund's securities and other assets, less all liabilities, by the number of outstanding shares of the fund.

A. The Board of Trustees of the Funds (the "Board") has adopted policies and procedures for the valuation of the Funds' investments (the "Valuation Procedures"). Pursuant to the Valuation Procedures, the Board has delegated to a valuation committee, consisting of representatives from Guggenheim's investment management, fund administration, legal and compliance departments (the "Valuation Committee"), the day-to-day responsibility for implementing the Valuation Procedures, including, under most circumstances, the responsibility for determining the fair value of the Fund's securities or other assets.

Valuations of the Funds' securities are supplied primarily by pricing services appointed pursuant to the processes set forth in the Valuation Procedures. The Valuation Committee convenes monthly, or more frequently


	THE RYDEX FUNDS SEMI-ANNUAL REPORT \| 145

NOTES TO FINANCIAL STATEMENTS(Unaudited)(continued)

as needed and will review the valuation of all assets which have been fair valued for reasonableness. The Funds' officers, through the Valuation Committee and consistent with the monitoring and review responsibilities set forth in the Valuation Procedures, regularly review procedures used by, and valuations provided by, the pricing services.

If the pricing service cannot or does not provide a valuation for a particular investment or such valuation is deemed unreliable, such investment is fair valued by the Valuation Committee.

Equity securities listed on an exchange (New York Stock Exchange ("NYSE") or American Stock Exchange) are valued at the last quoted sales price as of the close of business on the NYSE, usually 4:00 p.m. on the valuation date. Equity securities listed on the NASDAQ market system are valued at the NASDAQ Official Closing Price on the valuation date, which may not necessarily represent the last sale price. If there has been no sale on such exchange or NASDAQ on a given day, the security is valued at the closing bid price on that day.

Exchange-traded funds ("ETFs") are valued at the last quoted sales price.

Repurchase agreements are valued at amortized cost, which approximates market value.

Investments for which market quotations are not readily available are fair valued as determined in good faith by GI under the direction of the Board of Trustees using methods established or ratified by the Board of Trustees. These methods include, but are not limited to: (i) obtaining general information as to how these securities and assets trade; and (ii) obtaining other information and considerations, including current values in related markets.

B. Investment securities and other assets and liabilities denominated in foreign currencies are translated into U.S. dollar amounts at the date of valuation. Purchases and sales of investment securities and income and expense items denominated in foreign currencies are translated into U.S. dollar amounts on the respective dates of such transactions. The Trust does not isolate that portion of the results of operations resulting from changes in foreign exchange rates on investments from the fluctuations arising from changes in market prices of securities held. Such fluctuations are included with the net realized and unrealized gain and loss from investments.

Reported net realized foreign exchange gains or losses arise from sales of foreign currencies and currency gains or losses realized between the trade and settlement dates on investment transactions. Net unrealized exchange gains and losses arise from changes in the fair values of assets and liabilities other than investments insecurities at the fiscal period end, resulting from changes in exchange rates.

C. Security transactions are recorded on the trade date for financial reporting purposes. Realized gains and losses from securities transactions are recorded using the identified cost basis. Proceeds from lawsuits related to investment holdings are recorded as realized gains in the respective Fund. Dividend income is recorded on the ex-dividend date, net of applicable taxes withheld by foreign countries. Taxable non-cash dividends are recorded as dividend income. Interest income, including amortization of premiums and accretion of discounts, is accrued on a daily basis. Distributions received from investments in REITs are recorded as dividend income on the ex-dividend date, subject to reclassification upon notice of the character of such distribution by the issuer.

D. Distributions of net investment income and net realized gains, if any, are declared and paid at least annually. Dividends are reinvested in additional shares unless shareholders request payment in cash. Distributions are recorded on the ex-dividend date and are determined in accordance with income tax regulations which may differ from U.S. GAAP.

E. Interest and dividend income, most expenses, all realized gains and losses, and all unrealized gains and losses are allocated to the classes based upon the value of the outstanding shares in each class. Certain costs, such as distribution and service fees are charged directly to specific classes. In addition, certain expenses have been allocated to the individual Funds in the Trust on a pro rata basis upon the respective aggregate net assets of each Fund included in the Trust.

F. The Funds may leave cash overnight in their cash account with the custodian. Periodically, a Fund may have cash due to the custodian bank as an overdraft balance. A fee is incurred on this overdraft, calculated by multiplying the overdraft by a rate based on the federal funds rate.

G. Under the Funds' organizational documents, its Trustees and Officers are indemnified against certain liabilities arising out of the performance of their duties to the Trust. In addition, throughout the normal course of business, the Funds enter into contracts that contain


146 \| THE RYDEX FUNDS SEMI-ANNUAL REPORT

NOTES TO FINANCIAL STATEMENTS(Unaudited)(continued)

a variety of representations and warranties which provide general indemnifications. The Funds' maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Funds and/or their affiliates that have not yet occurred. However, based on experience, the Funds expect the risk of loss to be remote.

2. Fees and Other Transactions with Affiliates

Under the terms of an investment advisory contract, the Funds pay GI investment advisory fees calculated at the annualized rates below, based on the average daily net assets of the Funds:

Fund	Management Fees (as a % of Net Assets)
Banking Fund	0.85%
Basic Materials Fund	0.85%
Biotechnology Fund	0.85%
Consumer Products Fund	0.85%
Electronics Fund	0.85%
Energy Fund	0.85%
Energy Services Fund	0.85%
Financial Services Fund	0.85%
Health Care Fund	0.85%
Internet Fund	0.85%
Leisure Fund	0.85%
Precious Metals Fund	0.75%
Real Estate Fund	0.85%
Retailing Fund	0.85%
Technology Fund	0.85%
Telecommunications Fund	0.85%
Transportation Fund	0.85%
Utilities Fund	0.85%

RFS provides transfer agent and administrative services to the Funds for fees calculated at the annualized rate of 0.25% based on the average daily net assets of each Fund.

RFS also provides accounting services to the Funds for fees calculated at annualized rates below, based on the average daily net assets of each Fund.

Fund Accounting Fees	(as a % of Net Assets)
On the first $250 million	0.10%
On the next $250 million	0.075%
On the next $250 million	0.05%
Over $750 million	0.03%

RFS engages external service providers to perform other necessary services for the Trust, such as audit and accounting related services, legal services, custody, printing and mailing, etc., on a pass-through basis. Such expenses are allocated to various Funds within the complex based on relative net assets.

The Trust has adopted a Distribution and Shareholder Services Plan applicable to its Advisor Class shares and a Distribution Plan applicable to A-Class shares and H-Class shares for which GFD and other firms that provide distribution and/or shareholder services ("Service Providers") may receive compensation. The Funds pay distribution fees to GFD at an annual rate not to exceed 0.25% of average daily net assets, pursuant to Rule 12b-1 of the 1940 Act. GFD, in turn, will pay the Service Provider out of its fees. GFD may, at its discretion, retain a portion of such payments to compensate itself for distribution services. With regard to Advisor Class shares only, GFD receives shareholder servicing fees from the Funds at an annual rate not to exceed 0.25% of average daily net assets. GFD, in turn, will compensate Service Providers for providing such services, while retaining a portion of such payments to compensate itself for shareholder services it performs.

The Trust has adopted a separate Distribution and Shareholder Services Plan applicable to its C-Class shares that allows the Funds to pay annual distribution and service fees of 1.00% of the Funds' C-Class shares average daily net assets. The annual 0.25% service fee compensates the shareholder's financial adviser for providing ongoing services to the shareholder. The annual distribution fee of 0.75% reimburses GFD for paying the shareholder's financial adviser an ongoing sales commission. GFD advances the first year's service and distribution fees to the financial adviser. GFD retains the service and distribution fees on accounts with no authorized dealer of record.

For the period ended September 30, 2014, GFD retained sales charges of $31,232 relating to sales of A-Class shares of the Trust.

Certain trustees and officers of the Trust are also officers of GI, RFS and GFD.

3. Federal Income Tax Information

The Funds intend to comply with the provisions of Subchapter M of the Internal Revenue Code applicable to regulated investment companies and will distribute substantially all taxable net investment income and capital gains sufficient to relieve the Funds from all, or substantially all, federal income, excise and state income taxes. Therefore, no provision for federal or state income tax is required.


	THE RYDEX FUNDS SEMI-ANNUAL REPORT \| 147

NOTES TO FINANCIAL STATEMENTS(Unaudited)(continued)

Tax positions taken or expected to be taken in the course of preparing the Funds' tax returns are evaluated to determine whether the tax positions are "more-likely-than-not" of being sustained by the applicable tax authority. Tax positions not deemed to meet the more-likely-than-not threshold would be recorded as a tax benefit or expense in the current year. Management has analyzed the Funds' tax positions taken, or to be taken, on Federal income tax returns for all open tax years, and has concluded that no provision for income tax is required in the Funds' financial statements. The Funds' federal tax returns are subject to examination by the Internal Revenue Service for a period of three fiscal years after they are filed.

The RIC Modernization Act of 2010 was signed into law on December 22, 2010, and simplified some of the tax provisions applicable to regulated investment companies, the tax reporting to their shareholders and improved the tax efficiency of certain fund structures. The greatest impact to the disclosure in the financial reports for the Funds was on the treatment of net capital losses, effective for tax years beginning after December 22, 2010.

One of the more prominent changes addresses capital loss carryforwards. The Funds are permitted to carry forward capital losses incurred in taxable years beginning after December 22, 2010, for an unlimited period. However, any losses incurred during those future taxable years will be required to be utilized prior to the losses incurred in pre-enactment taxable years. Under pre-enactment law, capital losses could be carried forward for eight years, and carried forward as short-term capital, irrespective of the character of the original loss. As a result of this ordering rule, pre-enactment capital carryforwards may potentially expire unused. Additionally, post-enactment capital losses that are carried forward will retain their character as either short-term or long-term capital losses rather than being considered all short-term as under previous law.

At September 30, 2014, the cost of securities for Federal income tax purposes, the aggregate gross unrealized gain for all securities for which there was an excess of value over tax cost and the aggregate gross unrealized loss for all securities for which there was an excess of tax cost over value, were as follows:

Fund	Tax Cost		Tax Unrealized Gain		Tax Unrealized Loss			Net Unrealized Gain (Loss)
Banking Fund	$	17,706,604	$	1,103,161	$	(376,686	)	$	726,475
Basic Materials Fund		34,560,270		8,463,236		(997,971	)		7,465,265
Biotechnology Fund		328,219,889		183,136,311		(16,193,585	)		166,942,726
Consumer Products Fund		190,124,559		51,149,146		(2,661,765	)		48,487,381
Electronics Fund		56,255,867		2,742,747		(1,944,919	)		797,828
Energy Fund		34,293,213		19,603,127		(1,132,629	)		18,470,498
Energy Services Fund		30,201,604		16,748,640		(1,244,729	)		15,503,911
Financial Services Fund		25,037,499		3,177,773		(663,797	)		2,513,976
Health Care Fund		103,337,050		38,019,645		(1,717,221	)		36,302,424
Internet Fund		17,625,824		4,454,267		(340,019	)		4,114,248
Leisure Fund		6,414,067		3,219,532		(31,938	)		3,187,594
Precious Metals Fund		70,814,239		—		(14,112,586	)		(14,112,586	)
Real Estate Fund		27,725,568		901,916		(338,688	)		563,228
Retailing Fund		6,871,809		4,178,875		(37,053	)		4,141,822
Technology Fund		29,989,999		9,609,445		(644,215	)		8,965,230
Telecommunications Fund		7,767,635		494,674		(242,247	)		252,427
Transportation Fund		66,121,654		19,161,719		(1,457,784	)		17,703,935
Utilities Fund		39,381,384		6,444,622		(310,138	)		6,134,484


148 \| THE RYDEX FUNDS SEMI-ANNUAL REPORT

NOTES TO FINANCIAL STATEMENTS(Unaudited)(continued)

4. Fair Value Measurement

In accordance with U.S. GAAP, fair value is defined as the price that the Funds would receive to sell an investment or pay to transfer a liability in an orderly transaction with an independent buyer in the principal market, or in the absence of a principal market, the most advantageous market for the investment or liability. U.S. GAAP establishes a three-tier fair value hierarchy based on the types of inputs used to value assets and liabilities and requires corresponding disclosure. The hierarchy and the corresponding inputs are summarized below:

Level 1 —

quoted prices in active markets for identical assets or liabilities.

Level 2 —

significant other observable inputs (for example quoted prices for securities that are similar based on characteristics such as interest rates, prepayment speeds, credit risk, etc.).

Level 3 —

significant unobservable inputs based on the best information available under the circumstances, to the extent observable inputs are not available, which may include assumptions.

The types of inputs available depend on a variety of factors, such as the type of security and the characteristics of the markets in which it trades, if any. Fair valuation determinations that rely on fewer or no observable inputs require greater judgment. Accordingly, fair value determinations for Level 3 securities require the greatest amount of judgment.

The following table summarizes the inputs used to value the Funds' net assets at September 30, 2014:

	Level 1 Investments In Securities		Level 2 Investments In Securities		Level 3 Investments In Securities		Total
Assets
Banking Fund	$	18,160,761	$	272,318	$	—	$	18,433,079
Basic Materials Fund		40,570,785		1,454,749		—		42,025,534
Biotechnology Fund		425,243,351		69,898,169		21,096		495,162,616
Consumer Products Fund		234,786,720		3,825,220		—		238,611,940
Electronics Fund		54,574,833		2,478,862		—		57,053,695
Energy Fund		50,823,881		1,939,830		—		52,763,711
Energy Services Fund		43,113,760		2,591,755		—		45,705,515
Financial Services Fund		27,254,569		296,906		—		27,551,475
Health Care Fund		135,831,258		3,808,216		—		139,639,474
Internet Fund		21,063,010		677,061		—		21,740,071
Leisure Fund		9,442,543		159,118		—		9,601,661
Precious Metals Fund		53,462,985		3,238,668		—		56,701,653
Real Estate Fund		28,030,554		258,242		—		28,288,796
Retailing Fund		10,754,034		259,596		—		11,013,630
Technology Fund		37,911,877		1,043,352		—		38,955,229
Telecommunications Fund		7,888,876		126,531		4,657		8,020,064
Transportation Fund		82,384,191		1,441,398		—		83,825,589
Utilities Fund		44,968,001		547,867		—		45,515,868

Transfers between investment levels may occur as the markets fluctuate and/or the availability of data used in the investment's valuation changes. The Funds recognize transfers between the levels as of the beginning of the period. As of September 30, 2014, Biotechnology Fund and Telecommunications Fund had securities with a total value of $21,096 and $4,657 respectively, transfer from Level 2 to Level 3 based on a change in availability of market information.

The inputs or methodologies used for valuing securities are not necessarily an indication of the risk associated with investing in those securities. The suitability of the techniques and sources employed to determine fair valuation are regularly monitored and subject to change.


	THE RYDEX FUNDS SEMI-ANNUAL REPORT \| 149

NOTES TO FINANCIAL STATEMENTS(Unaudited)(continued)

5. Repurchase Agreements

The Funds transfer uninvested cash balances into a single joint account, the daily aggregate balance of which is invested in one or more repurchase agreements collateralized by obligations of the U.S. Treasury and U.S. Government Agencies. The collateral is in the possession of the Funds' custodian and is evaluated to ensure that its market value exceeds, at a minimum, 102% of the original face amount of the repurchase agreements. Each Fund holds a pro rata share of the collateral based on the dollar amount of the repurchase agreement entered into by each Fund.

At September 30, 2014, the repurchase agreements in the joint account were as follows:

Counterparty and Terms of Agreement	Face Value	Repurchase Price	Collateral	Par Value	Fair Value
UMB Financial Corp.			U.S. Treasury Note
0.00%			1.25%
Due 10/01/14	$4,856,405	$4,856,405	10/31/15	$4,871,200	$4,953,575

RBC Capital Markets			U.S. Treasury Strips
(0.05)%			0.00%
Due 10/01/14	2,000,000	1,999,997	11/15/27	2,957,000	2,040,330

HSBC Group			U.S. Treasury Strips
0.00%			0.00%
Due 10/01/14	2,000,000	2,000,000	11/15/22	2,491,600	2,040,027

Mizuho Financial Group, Inc.			U.S. Treasury Strips
0.01%			0.00%
Due 10/01/14	2,000,000	2,000,000	08/15/19 - 11/15/42	3,888,500	2,040,015

In the event of counterparty default, the Funds have the right to collect the collateral to offset losses incurred. There is potential loss to the Funds in the event the Funds are delayed or prevented from exercising their rights to dispose of the collateral securities, including the risk of a possible decline in the value of the underlying securities during the period while the Funds seek to assert their rights. The Funds' investment adviser, acting under the supervision of the Board of Trustees, reviews the value of the collateral and the creditworthiness of those banks and dealers with which the Funds enter into repurchase agreements to evaluate potential risks.

6. Portfolio Securities Loaned

The Funds may lend their securities to approved brokers to earn additional income. Security lending income shown on the Statements of Operations is shown net of rebates paid to the borrowers and earnings on cash collateral investments shared with the lending agent. Within this arrangement, the Funds act as the lender, Credit Suisse acts as the lending agent, and other approved registered broker dealers act as the borrowers. The Funds receive cash collateral, valued at 102% of the value of the securities on loan. Under the terms of the Funds' securities lending agreement with Credit Suisse, cash collateral is invested in one or more joint repurchase agreements collateralized by obligations of the U.S. Treasury or Government Agencies and cash. The Funds bear the risk of loss on cash collateral investments. Collateral is maintained over the life of the loan in an amount not less than the value of loaned securities, as determined at the close of fund business each day; any additional collateral required due to changes in security values is delivered to the Funds the next business day. Although the collateral mitigates the risk, the Funds could experience a delay in recovering its securities and a possible loss of income or value if the borrower fails to return the securities. The Funds have the right under the securities lending agreement to recover the securities from the borrower on demand.


150 \| THE RYDEX FUNDS SEMI-ANNUAL REPORT

NOTES TO FINANCIAL STATEMENTS(Unaudited)(continued)

At September 30, 2014, the Funds participated in securities lending as follows:

Fund	Value of Securities Loaned		Cash Collateral Received
Banking Fund	$	125,400	$	128,700
Basic Materials Fund		1,278,930		1,319,200
Biotechnology Fund		74,951,920		79,553,381
Consumer Products Fund		3,338,207		3,402,159
Electronics Fund		2,194,294		2,369,550
Energy Fund		1,715,322		1,795,135
Energy Services Fund		2,459,912		2,635,163
Financial Services Fund		185,651		190,175
Health Care Fund		3,255,831		3,415,930
Internet Fund		601,939		633,000
Leisure Fund		103,761		108,050
Precious Metals Fund		2,769,297		3,050,900
Real Estate Fund		210,024		213,100
Retailing Fund		172,410		180,850
Technology Fund		866,599		905,625
Telecommunications Fund		97,652		102,150
Transportation Fund		1,578,224		1,617,600
Utilities Fund		201,780		207,100

Cash collateral received was invested in the following joint repurchase agreements at September 30, 2014:

Counterparty and Terms of Agreement	Face Value	Repurchase Price	Collateral	Par Value	Fair Value
HSBC Securities, Inc.			Fannie Mae Strips
0.00%			0.00%
Due 10/01/14	$75,212,340	$75,212,340	11/15/19 - 11/15/30	$91,252,226	$62,887,439
			U.S. Treasury Note
			1.38%
			11/30/18	13,884,292	13,835,190

BNP Paribas Securities Corp.			U.S. TIP Bond
0.00%			2.13%
Due 10/01/14	12,329,892	12,329,892	02/15/41	9,225,162	12,577,252

There is also $14,345,535 in segregated cash held as collateral.


	THE RYDEX FUNDS SEMI-ANNUAL REPORT \| 151

NOTES TO FINANCIAL STATEMENTS(Unaudited)(continued)

7. Securities Transactions

For the period ended September 30, 2014, the cost of purchases and proceeds from sales of investment securities, excluding government securities, short-term investments and derivatives, were as follows:

Fund	Purchases		Sales
Banking Fund	$	35,719,531	$	40,710,989
Basic Materials Fund		86,150,149		100,085,681
Biotechnology Fund		195,217,567		237,997,471
Consumer Products Fund		153,820,906		95,215,412
Electronics Fund		89,604,727		54,381,285
Energy Fund		188,580,653		194,531,807
Energy Services Fund		120,409,220		126,931,527
Financial Services Fund		43,512,070		46,644,830
Health Care Fund		110,460,771		135,861,933
Internet Fund		54,373,663		88,907,488
Leisure Fund		40,560,436		62,006,986
Precious Metals Fund		110,065,803		111,014,047
Real Estate Fund		101,120,859		99,391,989
Retailing Fund		32,877,114		97,822,884
Technology Fund		47,475,255		58,476,777
Telecommunications Fund		33,339,876		31,270,771
Transportation Fund		113,666,446		96,916,515
Utilities Fund		132,876,842		206,634,209

8. Line of Credit

The Trust, along with other affiliated trusts, secured an uncommitted, $75,000,000 line of credit from U.S. Bank, N.A., which expires June 13, 2015. This line of credit is reserved for emergency or temporary purposes. Borrowings, if any, under this arrangement bear interest equal to the Prime Rate, minus 2%, which shall be paid monthly, averaging 1.25% for the period ended September 30, 2014. On September 30, 2014, the Transportation Fund borrowed $176,000 under this agreement. The Funds did not have any other borrowings under this agreement at September 30, 2014.

The average daily balances borrowed for the period ended September 30, 2014, were as follows:

Fund	Average Daily Balance
Banking Fund	$	28,274
Basic Materials Fund		3,961
Biotechnology Fund		366,400
Consumer Products Fund		21,117
Electronics Fund		13,416
Energy Fund		12,410
Energy Services Fund		20,421
Financial Services Fund		10,780
Health Care Fund		33,414
Internet Fund		26,881
Leisure Fund		9,039
Precious Metals Fund		25,630
Retailing Fund		33,482
Technology Fund		16,366
Telecommunications Fund		8,085
Transportation Fund		13,674
Utilities Fund		62,205


152 \| THE RYDEX FUNDS SEMI-ANNUAL REPORT

NOTES TO FINANCIAL STATEMENTS(Unaudited)(continued)

9. Reverse Share Splits

A reverse share split occurred for the following Funds at the close of business:

Fund	Effective Date	Split Type
Technology Fund	February 7, 2014	One-for-Three Reverse Split
Telecommunications Fund	February 7, 2014	One-for-Three Reverse Split

The effect of these transactions was to divide the number of outstanding shares of the Funds by the respective split ratio, resulting in a corresponding increase in the NAV. The share transactions presented in the statements of changes in net assets and the per share data in the financial highlights for each of the periods presented through February 7, 2014 have been restated to reflect these reverse share splits. There were no changes in net assets, results of operations or total return as a result of these transactions.

10. Legal Proceedings

Tribune Company

Rydex Series Funds has been named as a defendant and a putative member of the proposed defendant class of shareholders in the case entitled Kirschner v. FitzSimons, No. 12-2652 (S.D.N.Y.) (formerly Official Committee of Unsecured Creditors of Tribune Co. v. FitzSimons, Adv. Pro. No. 10-54010 (Bankr. D. Del.)) (the "FitzSimons action"), as a result of ownership by certain series of the Rydex Series Funds of shares in the Tribune Company ("Tribune") in 2007, when Tribune effected a leveraged buyout transaction ("LBO") by which Tribune converted to a privately-held company. In his complaint, the plaintiff has alleged that, in connection with the LBO, Tribune insiders and shareholders were overpaid for their Tribune stock using financing that the insiders knew would, and ultimately did, leave the Tribune Company insolvent. The plaintiff has asserted claims against certain insiders, major shareholders, professional advisers, and others involved in the LBO. The plaintiff is also attempting to obtain from former Tribune shareholders, including the Rydex Series Funds, the proceeds they received in connection with the LBO.

In June 2011, a group of Tribune creditors filed multiple actions against former Tribune shareholders involving state law constructive fraudulent conveyance claims arising out of the 2007 LBO (the "SLCFC actions"). Rydex Series Funds has been named as a defendant in one or more of these suits. In those actions, the creditors seek to recover from Tribune's former shareholders the proceeds received in connection with the 2007 LBO.

The FitzSimons action and the SLCFC actions have been consolidated with the majority of the other Tribune LBO-related lawsuits in a multidistrict litigation proceeding captioned In re Tribune Company Fraudulent Conveyance Litig., No. 11-md-2696 (S.D.N.Y.) (the "MDL Proceeding").

On September 23, 2013, the District Court granted the defendants' omnibus motion to dismiss the SLCFC actions, on the basis that the creditors lacked standing. On September 30, 2013, the creditors filed a notice of appeal of the September 23 order. On October 28, 2013, the defendants filed a joint notice of cross-appeal of that same order. The appeals have been fully briefed, and oral argument in front of the U.S. Court of Appeals for the Second Circuit occurred on November 5, 2014.

On May 23, 2014, the Shareholder Liaison Counsel filed a "global" motion to dismiss Count I of the FitzSimons action on behalf of all Shareholder Defendants. Count I is the claim for intentional fraudulent conveyance brought under federal law, and the global motion, if granted, would result in the dismissal of all Shareholder Defendants from the lawsuit. The District Court has not yet issued a decision on the motion.

None of these lawsuits alleges any wrongdoing on the part of Rydex Series Funds. The following series of Rydex Series Funds held shares of Tribune and tendered these shares as part of Tribune's LBO: Nova Fund, S&P 500^® Pure Value Fund, Multi-Cap Core Equity Fund, S&P 500^® Fund, Multi-Hedge Strategies Fund and Hedged Equity Fund (the "Funds"). The value of the proceeds received by the foregoing Funds was $28,220, $109,242, $9,860, $3,400, $1,181,160, and $10,880, respectively. At this stage of the proceedings, Rydex Series Funds is not able to make a reliable predication as to the outcome of these lawsuits or the effect, if any, on a Fund's net asset value.


	THE RYDEX FUNDS SEMI-ANNUAL REPORT \| 153

NOTES TO FINANCIAL STATEMENTS(Unaudited)(concluded)

Lyondell Chemical Company

In December 2011, Rydex Series Funds was named as a defendant in Weisfelner, as Trustee of the LB Creditor Trust, v. Fund 1 (In re Lyondell Chemical Co.), Adv. Pro. No. 10-4609 (Bankr. S.D.N.Y.) (the "Creditor Trust action").

Similar to the claims made in the Tribune matter, the Weisfelner complaint seeks to have set aside and recovered as fraudulent transfers from former Lyondell Chemical Company ("Lyondell") shareholders the consideration paid to them pursuant to the cash out merger of Lyondell shareholders in connection with the combination of Lyondell and Basell AF in 2007. Lyondell filed for bankruptcy in 2008.

On April 7, 2014, the plaintiff filed a Third Amended Complaint. In the related action entitled Weisfelner, as Trustee of the LB Litigation Trust v. A. Holmes & H. Holmes TTEE (In re Lyondell Co.), Adversary Proceeding No. 10-5525 (Bankr. S.D.N.Y.) (the "Litigation Trust action"), the plaintiff also filed a Second Amended Complaint that alleges a claim against the former Lyondell shareholders under federal law for intentional fraudulent transfer.

On May 8, 2014, the plaintiff in the Litigation Trust action filed a motion to certify a defendant class generally comprised of all former Lyondell shareholders that received proceeds in exchange for their shares in the 2007 merger transaction. If the Court agrees to certify a defendant class, a judgment could bind all members of the group (whether or not individually named in the litigation). The defendants plan to oppose the motion.

On July 30, 2014, the defendants filed a motion to dismiss all three lawsuits. The Court will hold an oral argument on the motions to dismiss and on the motion for class certification on January 14, and, if necessary, January 15, 2015. The Court further ordered that, with certain exceptions, all discovery in the actions shall be stayed until the briefing of the class certification motion has concluded. Discovery shall begin promptly after the completion of all briefing on the class certification motion in late December 2014.

These lawsuits do not allege any wrongdoing on the part of Rydex Series Funds. The following series of Rydex Series Funds received cash proceeds from the cash out merger in the following amounts: Basic Materials Fund - $1,725,168; Long Short Equity Fund f/k/a U.S. Long Short Momentum Fund - $2,193,600; Global 130/30 Strategy Fund - $37,920; Hedged Equity Fund - $1,440; and Multi-Hedge Strategies Fund - $1,116,480. At this stage of the proceedings, Rydex Series Funds is not able to make a reliable predication as to the outcome of these lawsuits or the effect, if any, on a Fund's net asset value.


154 \| THE RYDEX FUNDS SEMI-ANNUAL REPORT

OTHER INFORMATION(Unaudited)

Proxy Voting Information

A description of the policies and procedures that the Trust uses to determine how to vote proxies relating to securities held in the Funds' portfolios is available, without charge and upon request, by calling 800.820.0888. This information is also available from the EDGAR database on the SEC's website at http://www.sec.gov.

Information regarding how the Funds voted proxies relating to portfolio securities during the most recent 12-month period ended June 30 is available without charge, upon request, by calling 800.820.0888. This information is also available from the EDGAR database on the SEC's website at http://www.sec.gov.

Quarterly Portfolio Schedules Information

The Trust files its complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year on Form N-Q; which are available on the SEC's website at http://www.sec.gov. The Funds' Forms N-Q may be reviewed and copied at the SEC's Public Reference Room in Washington, DC, and that information on the operation of the Public Reference Room may be obtained by calling 800-SEC-0330. Copies of the portfolio holdings are also available to shareholders, without charge and upon request, by calling 800.820.0888.

Office Locations

The offices of Guggenheim Investments can be found in the following locations:

330 Madison Avenue

10th Floor

New York, NY 10017

(Headquarters)

Four Irvington Centre

805 King Farm Boulevard

Suite 600

Rockville, MD 20850

9401 Indian Creek Parkway

40 Corporate Woods

Suite 850

Overland Park, KS 66210

Distributor Change

Effective March 3, 2014, Guggenheim Distributors, LLC ("GD"), the distributor for shares of the Funds was consolidated into and with Guggenheim Funds Distributors, LLC ("GFD"). Following the consolidation, GFD serves as the Funds' distributor.

GD and GFD are both indirect, wholly-owned subsidiaries of Guggenheim Capital, LLC and, therefore, the consolidation will not result in a change of actual control of the Funds' distributor. The primary goal of the consolidation is to achieve greater operational efficiencies and allow all of the Guggenheim funds, including funds that are not series of the Trusts, to be distributed by a single distributor.

The consolidation is not expected to affect the day-to-day management of the Funds or result in any material changes to the distribution of the Funds, including any changes to the distribution fees paid by the Funds.


	THE RYDEX FUNDS SEMI-ANNUAL REPORT \| 155

OTHER INFORMATION(Unaudited)(continued)

Board Considerations in Approving the Investment Advisory Agreement

At in-person meetings of the Board of Trustees (the "Board") of Rydex Series Funds (the "Trust") held on May 15 and June 4, 2014 (each, a "Meeting" and, together, the "Meetings"), called for the purpose of, among other things, consideration of, and voting on, the approval and continuation of the investment advisory agreement applicable to each series of the Trust (each, a "Fund" and, collectively, the "Funds"), the Board, including the Trustees who are not "interested persons," as defined by the Investment Company Act of 1940, of the Trust (the "Independent Trustees"), unanimously approved the continuation of the investment advisory agreement (the "Investment Advisory Agreement") between the Trust and Security Investors, LLC (the "Advisor") with respect to each of the Funds for an additional one-year period, based on the Board's review of qualitative and quantitative information provided by the Advisor.

In reaching the conclusion to approve the continuation of the Investment Advisory Agreement, the Independent Trustees requested and obtained from the Advisor such information as the Independent Trustees deemed reasonably necessary to evaluate the Investment Advisory Agreement. The Advisor provided the Board with a wide variety of information, including comparisons of Fund performance and fees relative to comparable peer funds in advance of the May 15, 2014 Meeting. The Independent Trustees carefully evaluated the information provided as well as information they received throughout the year as part of their regular oversight of the Funds. At the Meetings, independent legal counsel advised the Independent Trustees with respect to their deliberations and their fiduciary responsibilities associated with the Board's consideration of the continuation of the Investment Advisory Agreement. The Board also received a memorandum from Fund counsel regarding the Board's responsibilities when considering the approval of an investment advisory agreement.

During the Meetings, the Board, including the Independent Trustees, evaluated a number of considerations, including among others: (a) the nature, extent and quality of the Advisor's investment advisory 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) a comparison of the Funds' advisory fees to the fees charged to comparable funds or accounts, paying special attention to the absence of breakpoints in these fees and the Advisor's rationale for not including breakpoints; (f) each Fund's overall fees and operating expenses compared with those of peer funds; (g) the Advisor's profitability with respect to its Fund-related operations; (h) the Advisor's compliance systems; (i) the Advisor's policies and compliance procedures applicable to personal securities transactions; (j) the Advisor's reputation, expertise and resources in the financial markets; and (k) Fund performance compared with that of peer funds and/or appropriate benchmarks. In its deliberations, the Board did not identify any particular factor as controlling, noting that each Trustee could attribute different weights to the various factors considered.

Based on the Board's deliberations at the Meetings, the Board, including all of the Independent Trustees, unanimously: (a) concluded that the terms of the Investment Advisory Agreement are fair and reasonable; (b) concluded that the Advisor's fees were reasonable in light of the services that it provides to the Funds; and (c) agreed to approve and continue the Investment Advisory Agreement based upon the following considerations, among others:

•

Nature, Extent and Quality of Services Provided by the Advisor. At the Meetings, the Board reviewed the scope of services to be provided by the Advisor under the Investment Advisory 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 during the upcoming year. The Board also considered the Advisor's representations to the Board that the Advisor would continue to provide investment and related services that were of materially the same quality and quantity as services provided to the Funds in the past, and that these services are appropriate in scope and extent in light of the Funds' operations, the competitive landscape of the investment company business and investor needs.

•

Fund Expenses and Performance of the Funds and the Advisor. At the Meetings, the Board reviewed statistical information provided by the Advisor regarding the expense ratio components and performance of each Fund. The Advisor engaged FUSE Research Network LLC ("FUSE"), an independent, third party research provider, to prepare advisory contract renewal reports to help the Board fulfill its advisory contract renewal responsibilities. The reports compared the Funds' fees, expenses and total return performance to those of comparable funds in the Funds' peer group and the broader peer universe, as determined by FUSE. Statistical information in the FUSE reports related to the expense ratio components was based on a comparison of the Funds' and peer funds' actual advisory fees, waivers/reimbursements, and gross and net total expenses. The Board also considered the Advisor's representation


156 \| THE RYDEX FUNDS SEMI-ANNUAL REPORT

OTHER INFORMATION(Unaudited)(concluded)

that it found the peer groups compiled by FUSE to be appropriate. The statistical information related to the performance of each Fund included three month and one, three, and five year performance for the Fund compared to its peers and its appropriate benchmark.

•

Costs of Services Provided to the Funds and Profits Realized by the Advisor and its Affiliates. At the Meetings, the Board reviewed information about the profitability of the Funds to the Advisor based on the advisory fees payable under the current Investment Advisory Agreement for the last calendar year. At the Meetings, the Board also analyzed the Funds' expenses, including the investment advisory fees paid to the Advisor, and reviewed reports comparing the expense ratios of the Funds to those of other comparable funds. The Board also reviewed information regarding the 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 and/or its affiliates. The Board also discussed the Advisor's profit margin as reflected in the Advisor's profitability analysis.

•

Economies of Scale. In connection with its review of the Funds' profitability analysis at the Meetings, the Board considered the absence of breakpoints in the Advisor's fee schedule and reviewed information regarding the extent to which economies of scale or other efficiencies may result from increases in the Funds' asset levels. In light of the relatively small size of many of the Funds and the fact that the size of individual Funds in the complex increases and decreases significantly from time to time due to unlimited trading that is permitted among most of the Funds in the complex, the Board concluded that economies of scale were not likely to be directly realized as a result of increases in the asset levels of the individual Funds, and accordingly, fee breakpoints were not currently appropriate for the Funds.

•

Other Benefits to the Advisor and/or its Affiliates. In addition to evaluating the services provided by the Advisor, the Board considered the nature and amount of other benefits received by the Advisor and its affiliates as a result of their relationship with the Funds. In particular, the Board considered the nature, extent and quality of the administrative, distribution, and shareholder services performed by the Advisor's affiliates and the fees paid to the Advisor's affiliates for those services under separate agreements. In light of the costs of providing services pursuant to the separate agreements as well as the Advisor's and its affiliates' commitment to the Funds, the ancillary benefits the Advisor and its affiliates received were considered reasonable. The Board also noted that the Advisor reports portfolio transactions on behalf of the Funds, including the cost of such transactions, placed through an affiliate of the Funds or the Advisor at each quarterly Board meeting.

On the basis of the information provided to it and its evaluation of that information, the Board, including the Independent Trustees, concluded that the approval of the Investment Advisory Agreement would enable Fund shareholders to continue receiving high quality services at a cost that was appropriate, reasonable, and in the best interests of the Funds and their shareholders. The Board, including the Independent Trustees, unanimously approved the continuation of the existing Investment Advisory Agreement.


	THE RYDEX FUNDS SEMI-ANNUAL REPORT \| 157

INFORMATION ON BOARD OF TRUSTEES AND OFFICERS(Unaudited)

A Board of Trustees oversees the Trust, as well as other trusts of GI, in which its members have no stated term of service, and continue to serve after election until resignation. The Statement of Additional Information includes further information about Fund Trustees and Officers, and can be obtained without charge by calling 800.820.0888.

Name, Address* and Year of Birth of Trustee	Position(s) Held with the Trust, Term of Office and Length of Time Served	Principal Occupation(s) During Past 5 Years	Number of Portfolios in Fund Complex Overseen by Trustee***	Other Directorships Held by Trustee
INTERESTED TRUSTEE
Donald C. Cacciapaglia** (1951)	Trustee from 2012 to present.	Current: President and CEO, certain other funds in the Fund Complex (2012-present); Vice Chairman, Guggenheim Investments (2010-present). Former: Chairman and CEO, Channel Capital Group, Inc. (2002-2010).	220	Delaware Life (2013-present); Guggenheim Life and Annuity Company (2011-present); Paragon Life Insurance Company of Indiana (2011-present).
INDEPENDENT TRUSTEES
Corey A. Colehour (1945)	Trustee and Member of the Audit, Governance, Nominating, and Investment and Performance Committees from 1998 to present.	Retired.	131	None.
J. Kenneth Dalton (1941)	Trustee, Member and Chairman of the Audit Committee, and Member of the Governance and Nominating Committees from 1998 to present; and Member of the Risk Oversight Committee from 2010 to present.	Retired.	131	Trustee of Epiphany Funds (4) (2009-present).
John O. Demaret (1940)	Vice Chairman of the Board of Trustees from 2014 to present; Trustee from 1998 to present and Chairman of the Board from 2006 to 2014; Member and Chairman of the Audit Committee from 1998 to present; and Member of the Risk Oversight Committee from 2010 to present.	Retired.	131	None.
Werner E. Keller (1940)	Chairman of the Board from 2014 to present; Vice Chairman of the Board of Trustees from 2010 to 2014; Trustee and Member of the Audit, Governance, and Nominating Committees from 2005 to present; and Chairman and Member of the Risk Oversight Committee from 2010 to present.	Current: Founder and President, Keller Partners, LLC (investment research firm) (2005-present).	131	None.


158 \| THE RYDEX FUNDS SEMI-ANNUAL REPORT

9.30.2014

Rydex Funds Semi-Annual Report

Domestic Equity Funds
S&P 500^® Pure Growth Fund
S&P 500^® Pure Value Fund
S&P MidCap 400^® Pure Growth Fund
S&P MidCap 400^® Pure Value Fund
S&P SmallCap 600^® Pure Growth Fund
S&P SmallCap 600^® Pure Value Fund

International Equity Funds

Europe 1.25x Strategy Fund

Japan 2x Strategy Fund

Specialty Funds

Strengthening Dollar 2x Strategy Fund

Weakening Dollar 2x Strategy Fund

RBENF2-SEMI-0914x0315

guggenheiminvestments.com

TABLE OF CONTENTS

DEAR SHAREHOLDER	2
ECONOMIC AND MARKET OVERVIEW	3
A BRIEF NOTE ON THE COMPOUNDING OF RETURNS	5
ABOUT SHAREHOLDERS’ FUND EXPENSES	6
S&P 500^® PURE GROWTH FUND	9
S&P 500^® PURE VALUE FUND	16
S&P MIDCAP 400^® PURE GROWTH FUND	23
S&P MIDCAP 400^® PURE VALUE FUND	30
S&P SMALLCAP 600^® PURE GROWTH FUND	37
S&P SMALLCAP 600^® PURE VALUE FUND	45
EUROPE 1.25x STRATEGY FUND	53
JAPAN 2x STRATEGY FUND	60
STRENGTHENING DOLLAR 2x STRATEGY FUND	66
WEAKENING DOLLAR 2x STRATEGY FUND	72
NOTES TO FINANCIAL STATEMENTS	78
OTHER INFORMATION	91
INFORMATION ON BOARD OF TRUSTEES AND OFFICERS	94
GUGGENHEIM INVESTMENTS PRIVACY POLICIES	97


	THE RYDEX FUNDS SEMI-ANNUAL REPORT \| 1

September 30, 2014

Dear Shareholder:

Security Investors, LLC (the “Investment Adviser”) is pleased to present the semi-annual shareholder report for one or more of our Funds (the “Funds”) for the six-month period ended September 30, 2014.

The Investment Adviser is part of Guggenheim Investments, which represents the investment management businesses of Guggenheim Partners, LLC, a global, diversified financial services firm.

Guggenheim Funds Distributors, LLC is the distributor of the Funds. Guggenheim Funds Distributors, LLC is affiliated with Guggenheim Partners, LLC and Security Investors, LLC.

We encourage you to read the Economic and Market Overview section of the report, which follows this letter, and then the Fund Profile for each Fund.

We are committed to providing innovative investment solutions and appreciate the trust you place in us.

Sincerely,

Donald C. Cacciapaglia
President
October 31, 2014


2 \| THE RYDEX FUNDS SEMI-ANNUAL REPORT

ECONOMIC AND MARKET OVERVIEW (Unaudited)

September 30, 2014

September’s addition of 248,000 non-farm payroll jobs was, on the surface, at least a strong figure and certainly not something to be discounted. However, investor optimism about the report, which also showed the unemployment rate falling to 5.9%—its lowest level since 2008—masked the fact that average hourly earnings were unchanged. Economic data late in the period included disappointing factory orders, poor construction spending, and weaker-than-expected ISM manufacturing data. The most recent decline in the U.S. Conference Board Consumer Confidence Index was worrisome.

For the six-month period ended September 30, 2014, the return of the Standard & Poor’s 500^® Index* (“S&P 500”) was 6.42%. The Barclays U.S. Aggregate Bond Index* returned 2.21% for the period, while the Barclays U.S. Corporate High Yield Index* returned 0.49%. The BofA Merrill Lynch 3-Month U.S. Treasury Bill Index* returned 0.02%. The MSCI World Index* returned 2.59%, while the MSCI Emerging Markets Index* returned 2.87%.


	THE RYDEX FUNDS SEMI-ANNUAL REPORT \| 3

ECONOMIC AND MARKET OVERVIEW (Unaudited)(concluded)

September 30, 2014

*Index Definitions:

The following indices are referenced throughout this report. Indices are unmanaged and not available for direct investment. Index performance does not reflect transaction costs, fees, or expenses.

BofA Merrill Lynch 3-Month U.S. Treasury Bill Index is an unmanaged market index of U.S. Treasury securities maturing in 90 days that assumes reinvestment of all income.

Barclays U.S. Corporate High Yield Index covers the universe of dollar denominated, fixed rate, non-investment grade debt, taxable corporate debt.

MSCI Emerging Markets Index is a free float-adjusted market capitalization weighted index that is designed to measure equity market performance in the global emerging markets.

S&P 500^® Index is a market-weighted stock market index comprised of the stocks of 500 U.S. corporations; the index is owned and maintained by Standard & Poor’s.


4 \| THE RYDEX FUNDS SEMI-ANNUAL REPORT

A BRIEF NOTE ON THE COMPOUNDING OF RETURNS (Unaudited)

Many of the Funds described in this report are benchmarked daily to leveraged and/or inverse leveraged versions of published indices. To properly evaluate the performance of these funds, it is essential to understand the effect of mathematical compounding on their respective returns.

Because of the nonlinear effects of leverage applied over time, it is possible for a fund to perform in line with its benchmark for several individual periods in a row, yet seem to trail the benchmark over the entire period. It is also possible that a fund that performs in-line with its benchmark on a daily basis may seem to outperform its benchmark over longer periods.

An Example of Compounding

For example, consider a hypothetical fund that is designed to produce returns that correspond to 150% of an index. On the first day of a period, the index rises from a level of 100 to a level of 106, producing a 6.0% gain and an expectation that the fund will rise by 9.0%. On the same day, the fund’s net asset value per share (“NAV”) increases from $10.00 to $10.90 for a gain of 9.0% — in line with its benchmark.

On day two, assume the index falls from 106 to 99 for a loss of about 6.6%. The fund, as expected, falls 9.9% to a price of $9.82. On each day, the fund performed exactly in line with its benchmark, but for the two-day period, the fund was down 1.8%, while the index was down only 1.0%. Without taking into account the daily compounding of returns, one would expect the fund to lose 1.5% and would see the fund as trailing by 0.3% when in fact it had performed perfectly. This example is summarized in the table below.

	Index Level	Index Performance	Fund Expectation	Fund NAV	Fund Performance	Assessment
Start	100			$10.00
Day 1	106	6.0%	9.0%	$10.90	9.0%	In line
Day 2	99	-6.6%	-9.9%	$9.82	-9.9%	In line
Cumulative		-1.0%	-1.5%		-1.8%	-0.3%

As illustrated by this simple example, the effect of leverage can make it difficult to form expectations or judgments about fund performance given only the returns of the unleveraged index.

Because certain funds seek to track the performance of their benchmark on a daily basis, mathematical compounding, especially with respect to those funds that use leverage as part of their investment strategy, may prevent a fund from correlating with the monthly, quarterly, annual or other period performance of its benchmark. Due to the compounding of daily returns, leveraged and inverse funds’ returns over periods other than one day will likely differ in amount and possibly direction from the benchmark return for the same period. Investors should monitor their leveraged and inverse funds’ holdings consistent with their strategies, as frequently as daily. For those funds that consistently apply leverage, the value of the fund’s shares will tend to increase or decrease more than the value of any increase or decrease in its benchmark index. For more on correlation, leverage and other risks, please read the prospectus.

In general, any change in direction in an index will produce compounding that seems to work against an investor. Were the index to move in the same direction (either up or down) for two or more periods in a row, the compounding of those returns would work in an investor’s favor, causing the fund to seemingly beat its benchmark.

As a general rule of thumb, more leverage in a fund will magnify the compounding effect, while less leverage will generally produce results that are more in line with expectations. In addition, periods of high volatility in an underlying index will also cause the effects of compounding to be more pronounced, while lower volatility will produce a more muted effect.


	THE RYDEX FUNDS SEMI-ANNUAL REPORT \| 5

ABOUT SHAREHOLDERS’ FUND EXPENSES (Unaudited)

All mutual funds have operating expenses and it is important for our shareholders to understand the impact of costs on their investments. Shareholders of a Fund incur two types of costs: (i) transaction costs, including sales charges (loads) on purchase payments, reinvested dividends, or other distributions; and exchange fees; and (ii) ongoing costs, including management fees, administrative services, and shareholder reports, among others. These ongoing costs, or operating expenses, are deducted from a fund’s gross income and reduce the investment return of the fund.

A fund’s expenses are expressed as a percentage of its average net assets, which is known as the expense ratio. The following examples are intended to help investors understand the ongoing costs (in dollars) of investing in a Fund and to compare these costs with the ongoing costs of investing in other mutual funds.

The examples are based on an investment of $1,000 made at the beginning of the period and held for the entire six-month period beginning March 31, 2014 and ending September 30, 2014.

The following tables illustrate a Fund’s costs in two ways:

Table 1. Based on actual Fund return. This section helps investors estimate the actual expenses paid over the period. The “Ending Account Value” shown is derived from the Fund’s actual return, and the fourth column shows the dollar amount that would have been paid by an investor who started with $1,000 in the Fund. Investors may use the information here, together with the amount invested, to estimate the expenses paid over the period. Simply divide the Fund’s account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number provided under the heading “Expenses Paid During Period.”

Table 2. Based on hypothetical 5% return. This section is intended to help investors compare a Fund’s cost with those of other mutual funds. The table provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses paid during the period. The example is useful in making comparisons because the U.S. Securities and Exchange Commission (the “SEC”) requires all mutual funds to calculate expenses based on the 5% return. Investors can assess a Fund’s costs by comparing this hypothetical example with the hypothetical examples that appear in shareholder reports of other funds.

More information about a Fund’s expenses, including annual expense ratios for the past five years, can be found in the Financial Highlights section of this report. For additional information on operating expenses and other shareholder costs, please refer to the appropriate Fund prospectus.


6 \| THE RYDEX FUNDS SEMI-ANNUAL REPORT

ABOUT SHAREHOLDERS’ FUND EXPENSES (Unaudited)(continued)

	Expense Ratio¹	Fund Return	Beginning Account Value March 31, 2014	Ending Account Value September 30, 2014	Expenses Paid During Period²
Table 1. Based on actual Fund return³
S&P 500^® Pure Growth Fund
A-Class	1.52%	5.39%	$1,000.00	$1,053.90	$7.83
C-Class	2.27%	4.99%	1,000.00	1,049.90	11.67
H-Class	1.52%	5.39%	1,000.00	1,053.90	7.83
S&P 500^® Pure Value Fund
A-Class	1.52%	3.20%	1,000.00	1,032.00	7.74
C-Class	2.27%	2.82%	1,000.00	1,028.20	11.54
H-Class	1.52%	3.20%	1,000.00	1,032.00	7.74
S&P MidCap 400^® Pure Growth Fund
A-Class	1.52%	(1.11%)	1,000.00	988.90	7.58
C-Class	2.27%	(1.48%)	1,000.00	985.20	11.30
H-Class	1.52%	(1.11%)	1,000.00	988.90	7.58
S&P MidCap 400^® Pure Value Fund
A-Class	1.52%	(0.67%)	1,000.00	993.30	7.60
C-Class	2.27%	(1.04%)	1,000.00	989.60	11.32
H-Class	1.52%	(0.67%)	1,000.00	993.30	7.60
S&P SmallCap 600^® Pure Growth Fund
A-Class	1.52%	(4.36%)	1,000.00	956.40	7.45
C-Class	2.27%	(4.73%)	1,000.00	952.70	11.11
H-Class	1.52%	(4.38%)	1,000.00	956.20	7.45
S&P SmallCap 600^® Pure Value Fund
A-Class	1.52%	(7.56%)	1,000.00	924.40	7.33
C-Class	2.27%	(7.89%)	1,000.00	921.10	10.93
H-Class	1.52%	(7.55%)	1,000.00	924.50	7.33
Europe 1.25x Strategy Fund
A-Class	1.74%	(4.02%)	1,000.00	959.80	8.55
C-Class	2.49%	(4.38%)	1,000.00	956.20	12.21
H-Class	1.73%	(4.06%)	1,000.00	959.40	8.50
Japan 2x Strategy Fund
A-Class	1.57%	3.99%	1,000.00	1,039.90	8.03
C-Class	2.32%	3.95%	1,000.00	1,039.50	11.86
H-Class	1.57%	3.97%	1,000.00	1,039.70	8.03
Strengthening Dollar 2x Strategy Fund
A-Class	1.71%	13.19%	1,000.00	1,131.90	9.14
C-Class	2.46%	12.76%	1,000.00	1,127.60	13.12
H-Class	1.72%	13.19%	1,000.00	1,131.90	9.19
Weakening Dollar 2x Strategy Fund
A-Class	1.71%	(13.16%)	1,000.00	868.40	8.01
C-Class	2.46%	(13.45%)	1,000.00	865.50	11.50
H-Class	1.71%	(13.12%)	1,000.00	868.80	8.01


	THE RYDEX FUNDS SEMI-ANNUAL REPORT \| 7

ABOUT SHAREHOLDERS’ FUND EXPENSES (Unaudited)(concluded)

	Expense Ratio¹	Fund Return	Beginning Account Value March 31, 2014	Ending Account Value September 30, 2014	Expenses Paid During Period²
Table 2. Based on hypothetical 5% return (before expenses)
S&P 500^® Pure Growth Fund
A-Class	1.52%	5.00%	$1,000.00	$1,017.45	$7.69
C-Class	2.27%	5.00%	1,000.00	1,013.69	11.46
H-Class	1.52%	5.00%	1,000.00	1,017.45	7.69
S&P 500^® Pure Value Fund
A-Class	1.52%	5.00%	1,000.00	1,017.45	7.69
C-Class	2.27%	5.00%	1,000.00	1,013.69	11.46
H-Class	1.52%	5.00%	1,000.00	1,017.45	7.69
S&P MidCap 400^® Pure Growth Fund
A-Class	1.52%	5.00%	1,000.00	1,017.45	7.69
C-Class	2.27%	5.00%	1,000.00	1,013.69	11.46
H-Class	1.52%	5.00%	1,000.00	1,017.45	7.69
S&P MidCap 400^® Pure Value Fund
A-Class	1.52%	5.00%	1,000.00	1,017.45	7.69
C-Class	2.27%	5.00%	1,000.00	1,013.69	11.46
H-Class	1.52%	5.00%	1,000.00	1,017.45	7.69
S&P SmallCap 600^® Pure Growth Fund
A-Class	1.52%	5.00%	1,000.00	1,017.45	7.69
C-Class	2.27%	5.00%	1,000.00	1,013.69	11.46
H-Class	1.52%	5.00%	1,000.00	1,017.45	7.69
S&P SmallCap 600^® Pure Value Fund
A-Class	1.52%	5.00%	1,000.00	1,017.45	7.69
C-Class	2.27%	5.00%	1,000.00	1,013.69	11.46
H-Class	1.52%	5.00%	1,000.00	1,017.45	7.69
Europe 1.25x Strategy Fund
A-Class	1.74%	5.00%	1,000.00	1,016.34	8.80
C-Class	2.49%	5.00%	1,000.00	1,012.58	12.56
H-Class	1.73%	5.00%	1,000.00	1,016.39	8.74
Japan 2x Strategy Fund
A-Class	1.57%	5.00%	1,000.00	1,017.20	7.94
C-Class	2.32%	5.00%	1,000.00	1,013.44	11.71
H-Class	1.57%	5.00%	1,000.00	1,017.20	7.94
Strengthening Dollar 2x Strategy Fund
A-Class	1.71%	5.00%	1,000.00	1,016.50	8.64
C-Class	2.46%	5.00%	1,000.00	1,012.73	12.41
H-Class	1.72%	5.00%	1,000.00	1,016.44	8.69
Weakening Dollar 2x Strategy Fund
A-Class	1.71%	5.00%	1,000.00	1,016.50	8.64
C-Class	2.46%	5.00%	1,000.00	1,012.73	12.41
H-Class	1.71%	5.00%	1,000.00	1,016.50	8.64

¹	Annualized and excludes expenses of the underlying funds in which the Funds invest.
²	Expenses are equal to the Fund's annualized expense ratio, net of any applicable fee waivers, multiplied by the average account value over the period, multiplied by 183/365 (to reflect the one-half year period).
³	Actual cumulative return at net asset value for the period March 31, 2014 to September 30, 2014.


8 \| THE RYDEX FUNDS SEMI-ANNUAL REPORT

FUND PROFILE (Unaudited)

September 30, 2014

S&P 500^® PURE GROWTH FUND

OBJECTIVE: Seeks to provide investment results that match, before fees and expenses, the performance of a benchmark for large-cap growth securities on a daily basis. The Fund’s current benchmark is the S&P 500^® Pure Growth Index (the “underlying index”).

Holdings Diversification (Market Exposure as % of Net Assets)

“Holdings Diversification (Market Exposure as % of Net Assets)” excludes any temporary cash investments.

Inception Dates:
A-Class	September 1, 2004
C-Class	February 20, 2004
H-Class	February 20, 2004

Ten Largest Holdings (% of Total Net Assets)
Southwest Airlines Co.	2.2%
Vertex Pharmaceuticals, Inc.	2.2%
Facebook, Inc. — Class A	2.2%
Keurig Green Mountain, Inc.	2.1%
Actavis plc	2.0%
Netflix, Inc.	1.9%
Huntington Bancshares, Inc.	1.9%
Chipotle Mexican Grill, Inc. — Class A	1.8%
Safeway, Inc.	1.8%
Celgene Corp.	1.8%
Top Ten Total	19.9%

“Ten Largest Holdings” exclude any temporary cash or derivative investments.


	THE RYDEX FUNDS SEMI-ANNUAL REPORT \| 9

SCHEDULE OF INVESTMENTS (Unaudited)	September 30, 2014
S&P 500^® PURE GROWTH FUND

	Shares		Value

COMMON STOCKS† - 99.5%

CONSUMER, NON-CYCLICAL - 27.0%
Vertex Pharmaceuticals, Inc.*		31,283	$	3,513,393
Keurig Green Mountain, Inc.		25,550		3,324,822
Actavis plc*		13,010		3,139,053
Safeway, Inc.		84,030		2,882,229
Celgene Corp.*		30,362		2,877,710
Gilead Sciences, Inc.*		26,288		2,798,358
Regeneron Pharmaceuticals, Inc.*		7,175		2,586,731
Constellation Brands, Inc. — Class A*		25,688		2,238,966
Biogen Idec, Inc.*		6,299		2,083,772
United Rentals, Inc.*		16,200		1,799,820
Allergan, Inc.		9,860		1,756,953
Universal Health Services, Inc. — Class B		16,100		1,682,450
Alliance Data Systems Corp.*		6,620		1,643,547
Alexion Pharmaceuticals, Inc.*		8,820		1,462,532
Moody’s Corp.		15,123		1,429,124
Boston Scientific Corp.*		116,720		1,378,463
Cigna Corp.		13,660		1,238,825
Robert Half International, Inc.		24,200		1,185,800
MasterCard, Inc. — Class A		14,190		1,048,925
Monster Beverage Corp.*		10,646		975,919
Perrigo Company plc		5,490		824,543
St. Jude Medical, Inc.		11,160		671,051
Coca-Cola Enterprises, Inc.		13,140		582,890
Total Consumer, Non-cyclical				43,125,876

CONSUMER, CYCLICAL - 19.4%
Southwest Airlines Co.		105,724		3,570,298
Chipotle Mexican Grill, Inc. — Class A*		4,410		2,939,662
Under Armour, Inc. — Class A*		38,190		2,638,929
Delta Air Lines, Inc.		61,870		2,236,601
Michael Kors Holdings Ltd.*		28,300		2,020,337
Wynn Resorts Ltd.		9,901		1,852,279
Harman International Industries, Inc.		18,640		1,827,466
Goodyear Tire & Rubber Co.		72,250		1,631,766
Wyndham Worldwide Corp.		15,940		1,295,284
PACCAR, Inc.		20,750		1,180,156
Fossil Group, Inc.*		12,220		1,147,458
Tractor Supply Co.		17,260		1,061,663
NIKE, Inc. — Class B		11,250		1,003,500
BorgWarner, Inc.		15,298		804,828
Johnson Controls, Inc.		18,180		799,920
VF Corp.		12,070		796,982
Dollar Tree, Inc.*		12,440		697,511
O’Reilly Automotive, Inc.*		4,330		651,059
Starbucks Corp.		8,070		608,962
Bed Bath & Beyond, Inc.*		8,630		568,113
Mohawk Industries, Inc.*		4,040		544,673
TJX Companies, Inc.		8,848		523,536
Harley-Davidson, Inc.		8,820		513,324
Total Consumer, Cyclical				30,914,307

COMMUNICATIONS - 16.4%
Facebook, Inc. — Class A*		43,790		3,461,162
Netflix, Inc.*		6,835		3,083,814
TripAdvisor, Inc.*		30,867		2,821,861
Priceline Group, Inc.*		1,831		2,121,360
News Corp. — Class A*		125,170		2,046,530
VeriSign, Inc.*		32,180		1,773,762
DIRECTV*		19,809		1,713,875
Amazon.com, Inc.*		4,184		1,349,089
Comcast Corp. — Class A		24,190		1,300,938
Interpublic Group of Companies, Inc.		52,630		964,182
Google, Inc. — Class A*		1,499		882,026
Google, Inc. — Class C*		1,499		865,463
Yahoo!, Inc.*		18,249		743,647
CBS Corp. — Class B		13,280		710,480
Viacom, Inc. — Class B		8,950		688,613
Time Warner Cable, Inc.		4,530		650,010
Discovery Communications, Inc. — Class A*		11,883		449,177
Discovery Communications, Inc. — Class C*		11,883		442,998
Total Communications				26,068,987

FINANCIAL - 13.2%
Huntington Bancshares, Inc.		313,207		3,047,503
KeyCorp		163,480		2,179,188
Comerica, Inc.		40,510		2,019,829
Fifth Third Bancorp		92,060		1,843,041
Prudential Financial, Inc.		20,860		1,834,429
Discover Financial Services		25,210		1,623,272
Ameriprise Financial, Inc.		12,550		1,548,420
Charles Schwab Corp.		41,750		1,227,033
Affiliated Managers Group, Inc.*		5,500		1,101,980
Torchmark Corp.		14,890		779,789
BlackRock, Inc. — Class A		2,170		712,454
Invesco Ltd.		17,740		700,375
Macerich Co.		10,470		668,300
Visa, Inc. — Class A		3,079		656,966
American Express Co.		7,370		645,170
Intercontinental Exchange, Inc.		2,470		481,774
Total Financial				21,069,523

TECHNOLOGY - 9.2%
Seagate Technology plc		41,187		2,358,779
Western Digital Corp.		21,140		2,057,345
First Solar, Inc.*		25,150		1,655,122
Cognizant Technology Solutions Corp. — Class A*		28,402		1,271,558
Electronic Arts, Inc.*		31,890		1,135,603
SanDisk Corp.		10,550		1,033,373
salesforce.com, Inc.*		16,506		949,590
QUALCOMM, Inc.		11,868		887,370
Micron Technology, Inc.*		25,640		878,426
Cerner Corp.*		14,544		866,386
Pitney Bowes, Inc.		30,420		760,196


10 \| THE RYDEX FUNDS SEMI-ANNUAL REPORT	SEE NOTES TO FINANCIAL STATEMENTS.

SCHEDULE OF INVESTMENTS (Unaudited)(concluded)	September 30, 2014
S&P 500^® PURE GROWTH FUND

	Shares		Value

Fidelity National Information Services, Inc.		13,160	$	740,908
Total Technology				14,594,656

ENERGY - 7.6%
Halliburton Co.		28,860		1,861,759
Helmerich & Payne, Inc.		17,660		1,728,384
EOG Resources, Inc.		17,060		1,689,280
Pioneer Natural Resources Co.		8,548		1,683,700
Cabot Oil & Gas Corp. — Class A		44,920		1,468,435
Noble Energy, Inc.		11,960		817,586
Range Resources Corp.		11,990		813,042
Schlumberger Ltd.		7,310		743,354
Kinder Morgan, Inc.1		17,280		662,515
Equities Corp.		7,090		649,019
Total Energy				12,117,074

INDUSTRIAL - 3.7%
Textron, Inc.		43,850		1,578,161
Sealed Air Corp.		36,320		1,266,842
Boeing Co.		7,050		898,029
Thermo Fisher Scientific, Inc.		7,120		866,504
Flowserve Corp.		9,490		669,235
Precision Castparts Corp.		2,780		658,526
Total Industrial				5,937,297

BASIC MATERIALS - 3.0%
LyondellBasell Industries N.V. — Class A		20,820		2,262,301
Ecolab, Inc.		10,104		1,160,242
Eastman Chemical Co.		10,122		818,769
PPG Industries, Inc.		3,113		612,452
Total Basic Materials				4,853,764

Total Common Stocks
(Cost $125,326,809)				158,681,484

	Face Amount

REPURCHASE AGREEMENTS††,2 - 0.7%
RBC Capital Markets issued 09/30/14 at (0.05)% due 10/01/14	$	486,002		486,002
Mizuho Financial Group, Inc. issued 09/30/14 at 0.01% due 10/01/14		284,170		284,170
UMB Financial Corp. issued 09/30/14 at 0.00% due 10/01/14		200,952		200,952
HSBC Group issued 09/30/14 at 0.00% due 10/01/14		125,393		125,393
Credit Suisse Group issued 09/30/14 at (0.05)% due 10/01/14		748		748
Total Repurchase Agreements
(Cost $1,097,265)				1,097,265

SECURITIES LENDING COLLATERAL††,3 - 0.3%
Repurchase Agreements
HSBC Securities, Inc. issued 09/30/14 at 0.00% due 10/01/14		373,228		373,228
BNP Paribas Securities Corp. issued 09/30/14 at 0.00% due 10/01/14		61,185		61,185
Total Securities Lending Collateral
(Cost $434,413)				434,413

Total Investments - 100.5%
(Cost $126,858,487)			$	160,213,162
Other Assets & Liabilities, net - (0.5)%				(824,046	)
Total Net Assets - 100.0%			$	159,389,116

*	Non-income producing security.
†	Value determined based on Level 1 inputs — See Note 4.
††	Value determined based on Level 2 inputs — See Note 4.
1	All or portion of this security is on loan at September 30, 2014 — See Note 6.
2	Repurchase Agreements — See Note 5.
3	Securities lending collateral — See Note 6.
	plc — Public Limited Company


SEE NOTES TO FINANCIAL STATEMENTS.	THE RYDEX FUNDS SEMI-ANNUAL REPORT \| 11

S&P 500^® PURE GROWTH FUND

STATEMENT OF ASSETS AND LIABILITIES (Unaudited)
September 30, 2014

Assets:
Investments, at value - including $490,752 of securities loaned (cost $125,326,809)	$	158,681,484
Repurchase agreements, at value (cost $1,531,678)		1,531,678
Total investments (cost $126,858,487)		160,213,162
Segregated cash with broker		71,187
Receivables:
Fund shares sold		96,343
Dividends		93,684
Securities lending income		34
Total assets		160,474,410

Liabilities:
Payable for:
Upon return of securities loaned		505,600
Fund shares redeemed		288,637
Management fees		102,661
Distribution and service fees		46,504
Transfer agent and administrative fees		34,220
Portfolio accounting fees		13,688
Miscellaneous		93,984
Total liabilities		1,085,294
Net assets	$	159,389,116

Net assets consist of:
Paid in capital	$	132,938,644
Accumulated net investment loss		(634,532	)
Accumulated net realized loss on investments		(6,269,671	)
Net unrealized appreciation on investments		33,354,675
Net assets	$	159,389,116

A-Class:
Net assets	$	22,188,438
Capital shares outstanding		414,360
Net asset value per share	$	53.55
Maximum offering price per share (Net asset value divided by 95.25%)	$	56.22

C-Class:
Net assets	$	20,019,735
Capital shares outstanding		405,071
Net asset value per share	$	49.42

H-Class:
Net assets	$	117,180,943
Capital shares outstanding		2,188,656
Net asset value per share	$	53.54

STATEMENT OF OPERATIONS (Unaudited)
Period Ended September 30, 2014

Investment Income:
Dividends	$	668,404
Interest		93
Income from securities lending, net		33
Total investment income		668,530

Expenses:
Management fees		609,214
Transfer agent and administrative fees		203,071
Distribution and service fees:
A-Class		33,538
C-Class		90,530
H-Class		146,901
Portfolio accounting fees		81,228
Custodian fees		9,481
Trustees’ fees*		6,123
Line of credit interest expense		144
Miscellaneous		122,832
Total expenses		1,303,062
Net investment loss		(634,532	)

Net Realized and Unrealized Gain (Loss):
Net realized gain (loss) on:
Investments		(2,669,855	)
Net realized loss		(2,669,855	)
Net change in unrealized appreciation (depreciation) on:
Investments		7,421,216
Net change in unrealized appreciation (depreciation)		7,421,216
Net realized and unrealized gain		4,751,361
Net increase in net assets resulting from operations	$	4,116,829

*	Relates to Trustees not deemed "interested persons" within the meaning of Section 2(a)(19) of the 1940 Act.


12 \| THE RYDEX FUNDS SEMI-ANNUAL REPORT	SEE NOTES TO FINANCIAL STATEMENTS.

S&P 500^® PURE GROWTH FUND

STATEMENTS OF CHANGES IN NET ASSETS
	Period Ended September 30, 2014 (Unaudited)			Year Ended March 31, 2014
Increase (Decrease) in Net Assets from Operations:
Net investment loss	$	(634,532	)	$	(647,036	)
Net realized gain (loss) on investments		(2,669,855	)		9,974,053
Net change in unrealized appreciation (depreciation) on investments		7,421,216			8,963,993
Net increase in net assets resulting from operations		4,116,829			18,291,010

Capital share transactions:
Proceeds from sale of shares
A-Class		25,268,854			37,301,868
C-Class		7,963,491			12,501,975
H-Class		216,599,490			636,709,145
Cost of shares redeemed
A-Class		(24,375,481	)		(35,975,939	)
C-Class		(5,780,998	)		(7,186,094	)
H-Class		(204,925,689	)		(597,296,078	)
Net increase from capital share transactions		14,749,667			46,054,877
Net increase in net assets		18,866,496			64,345,887

Net assets:
Beginning of period		140,522,620			76,176,733
End of period	$	159,389,116		$	140,522,620
Accumulated net investment loss/Undistributed net investment income at end of period	$	(634,532	)	$	—

Capital share activity:
Shares sold
A-Class		482,562			826,973
C-Class		162,881			292,518
H-Class		4,097,369			14,083,714
Shares redeemed
A-Class		(461,419	)		(819,808	)
C-Class		(119,883	)		(170,107	)
H-Class		(3,946,264	)		(13,397,258	)
Net increase in shares		215,246			816,032


SEE NOTES TO FINANCIAL STATEMENTS.	THE RYDEX FUNDS SEMI-ANNUAL REPORT \| 13

S&P 500^® PURE GROWTH FUND

FINANCIAL HIGHLIGHTS

This table is presented to show selected data for a share outstanding throughout each period and to assist shareholders in evaluating a Fund’s performance for the periods presented.

A-Class	Period Ended September 30, 2014^a			Year Ended March 31, 2014			Year Ended March 28, 2013			Year Ended March 31, 2012			Year Ended March 31, 2011			Year Ended March 31, 2010
Per Share Data
Net asset value, beginning of period	$	50.81		$	38.86		$	34.54		$	33.15		$	26.51		$	15.82
Income (loss) from investment operations:
Net investment income (loss)^b		(.17	)		(.23	)		(.13	)		(.20	)		(.18	)		(.18	)
Net gain (loss) on investments (realized and unrealized)		2.91			12.18			4.45			1.82			6.82			10.87
Total from investment operations		2.74			11.95			4.32			1.62			6.64			10.69
Less distributions from:
Net realized gains		—			—			—			(.23	)		—			—
Total distributions		—			—			—			(.23	)		—			—
Net asset value, end of period	$	53.55		$	50.81		$	38.86		$	34.54		$	33.15		$	26.51

Total Return^c		5.39	%		30.75	%		12.51	%		4.96	%		25.05	%		67.57	%
Ratios/Supplemental Data
Net assets, end of period (in thousands)	$	22,188		$	19,978		$	15,001		$	2,846		$	2,704		$	1,774
Ratios to average net assets:
Net investment income (loss)		(0.65	%)		(0.51	%)		(0.38	%)		(0.62	%)		(0.65	%)		(0.81	%)
Total expenses		1.52	%		1.52	%		1.51	%		1.52	%		1.53	%		1.52	%
Portfolio turnover rate		112	%		594	%		421	%		586	%		808	%		699	%

C-Class	Period Ended September 30, 2014^a			Year Ended March 31, 2014			Year Ended March 28, 2013			Year Ended March 31, 2012			Year Ended March 31, 2011			Year Ended March 31, 2010
Per Share Data
Net asset value, beginning of period	$	47.07		$	36.27		$	32.48		$	31.42		$	25.32		$	15.23
Income (loss) from investment operations:
Net investment income (loss)^b		(.34	)		(.52	)		(.38	)		(.41	)		(.41	)		(.30	)
Net gain (loss) on investments (realized and unrealized)		2.69			11.32			4.17			1.70			6.51			10.39
Total from investment operations		2.35			10.80			3.79			1.29			6.10			10.09
Less distributions from:
Net realized gains		—			—			—			(.23	)		—			—
Total distributions		—			—			—			(.23	)		—			—
Net asset value, end of period	$	49.42		$	47.07		$	36.27		$	32.48		$	31.42		$	25.32

Total Return^c		4.99	%		29.78	%		11.70	%		4.15	%		24.09	%		66.25	%
Ratios/Supplemental Data
Net assets, end of period (in thousands)	$	20,020		$	17,042		$	8,692		$	11,623		$	8,384		$	6,494
Ratios to average net assets:
Net investment income (loss)		(1.40	%)		(1.24	%)		(1.19	%)		(1.35	%)		(1.53	%)		(1.40	%)
Total expenses		2.27	%		2.27	%		2.25	%		2.26	%		2.29	%		2.28	%
Portfolio turnover rate		112	%		594	%		421	%		586	%		808	%		699	%


14 \| THE RYDEX FUNDS SEMI-ANNUAL REPORT	SEE NOTES TO FINANCIAL STATEMENTS.

S&P 500^® PURE GROWTH FUND

FINANCIAL HIGHLIGHTS (concluded)

This table is presented to show selected data for a share outstanding throughout each period and to assist shareholders in evaluating a Fund’s performance for the periods presented.

H-Class	Period Ended September 30, 2014^a			Year Ended March 31, 2014			Year Ended March 28, 2013			Year Ended March 31, 2012			Year Ended March 31, 2011			Year Ended March 31, 2010
Per Share Data
Net asset value, beginning of period	$	50.80		$	38.84		$	34.52		$	33.13		$	26.50		$	15.81
Income (loss) from investment operations:
Net investment income (loss)^b		(.19	)		(.23	)		(.15	)		(.19	)		(.26	)		(.14	)
Net gain (loss) on investments (realized and unrealized)		2.93			12.19			4.47			1.81			6.89			10.83
Total from investment operations		2.74			11.96			4.32			1.62			6.63			10.69
Less distributions from:
Net realized gains		—			—			—			(.23	)		—			—
Total distributions		—			—			—			(.23	)		—			—
Net asset value, end of period	$	53.54		$	50.80		$	38.84		$	34.52		$	33.13		$	26.50

Total Return^c		5.39	%		30.79	%		12.51	%		4.96	%		25.02	%		67.62	%
Ratios/Supplemental Data
Net assets, end of period (in thousands)	$	117,181		$	103,502		$	52,483		$	36,627		$	38,831		$	15,874
Ratios to average net assets:
Net investment income (loss)		(0.71	%)		(0.50	%)		(0.43	%)		(0.59	%)		(0.89	%)		(0.60	%)
Total expenses		1.52	%		1.52	%		1.50	%		1.51	%		1.55	%		1.53	%
Portfolio turnover rate		112	%		594	%		421	%		586	%		808	%		699	%

^a	Unaudited figures for the period ended September 30, 2014. Percentage amounts for the period, except total return and portfolio turnover rate, have been annualized.
^b	Net investment income (loss) per share was computed using average shares outstanding throughout the period.
^c	Total return does not reflect the impact of any applicable sales charges and has not been annualized.


SEE NOTES TO FINANCIAL STATEMENTS.	THE RYDEX FUNDS SEMI-ANNUAL REPORT \| 15

FUND PROFILE (Unaudited)

September 30, 2014

S&P 500^® PURE VALUE FUND

OBJECTIVE: Seeks to provide investment results that match, before fees and expenses, the performance of a benchmark for large-cap value securities on a daily basis. The Fund’s current benchmark is the S&P 500^® Pure Value Index (the “underlying index”).

Holdings Diversification (Market Exposure as % of Net Assets)

“Holdings Diversification (Market Exposure as % of Net Assets)” excludes any temporary cash investments.

Inception Dates:
A-Class	September 1, 2004
C-Class	February 20, 2004
H-Class	February 20, 2004

Ten Largest Holdings (% of Total Net Assets)
Alcoa, Inc.	2.9%
Berkshire Hathaway, Inc. — Class B	2.4%
WellPoint, Inc.	2.4%
Archer-Daniels-Midland Co.	1.8%
Humana, Inc.	1.8%
Nabors Industries Ltd.	1.7%
Valero Energy Corp.	1.6%
Tyson Foods, Inc. — Class A	1.6%
Assurant, Inc.	1.6%
Xerox Corp.	1.5%
Top Ten Total	19.3%

“Ten Largest Holdings” exclude any temporary cash or derivative investments.


16 \| THE RYDEX FUNDS SEMI-ANNUAL REPORT

SCHEDULE OF INVESTMENTS (Unaudited)	September 30, 2014
S&P 500^® PURE VALUE FUND

	Shares		Value

COMMON STOCKS† - 99.6%

FINANCIAL - 25.4%
Berkshire Hathaway, Inc. — Class B*		27,180	$	3,754,645
Assurant, Inc.		37,983		2,442,306
Hartford Financial Services Group, Inc.		54,463		2,028,747
American International Group, Inc.		36,986		1,997,984
XL Group plc — Class A		58,394		1,936,929
Unum Group		56,307		1,935,835
Allstate Corp.		31,500		1,933,155
Genworth Financial, Inc. — Class A*		144,690		1,895,439
MetLife, Inc.		34,584		1,857,852
Capital One Financial Corp.		18,455		1,506,297
Morgan Stanley		41,856		1,446,961
SunTrust Banks, Inc.		35,237		1,340,063
Bank of America Corp.		77,755		1,325,723
Loews Corp.		31,206		1,300,042
Goldman Sachs Group, Inc.		6,703		1,230,470
PNC Financial Services Group, Inc.		14,245		1,219,087
JPMorgan Chase & Co.		19,999		1,204,740
Travelers Companies, Inc.		12,610		1,184,583
Bank of New York Mellon Corp.		27,734		1,074,138
ACE Ltd.		10,240		1,073,869
NASDAQ OMX Group, Inc.		25,085		1,064,106
Hudson City Bancorp, Inc.		84,320		819,590
BB&T Corp.		20,650		768,387
Wells Fargo & Co.		12,980		673,273
Chubb Corp.		7,090		645,757
Cincinnati Financial Corp.		12,810		602,711
M&T Bank Corp.		4,570		563,435
Progressive Corp.		21,870		552,874
Aflac, Inc.		8,840		514,930
Total Financial				39,893,928

UTILITIES - 16.3%
NRG Energy, Inc.		71,745		2,186,788
Exelon Corp.		60,585		2,065,344
Pepco Holdings, Inc.		72,697		1,945,372
Entergy Corp.		24,795		1,917,397
Integrys Energy Group, Inc.		25,940		1,681,431
FirstEnergy Corp.		35,820		1,202,477
Edison International		21,352		1,194,004
AES Corp.		76,969		1,091,420
PG&E Corp.		23,704		1,067,628
Consolidated Edison, Inc.		18,182		1,030,192
Xcel Energy, Inc.		32,445		986,328
DTE Energy Co.		12,602		958,760
SCANA Corp.		19,280		956,481
Public Service Enterprise Group, Inc.		25,600		953,344
PPL Corp.		27,306		896,729
AGL Resources, Inc.		17,420		894,343
Pinnacle West Capital Corp.		15,845		865,771
Duke Energy Corp.		11,433		854,845
Northeast Utilities		18,338		812,373
American Electric Power Company, Inc.		14,783		771,820
TECO Energy, Inc.		41,090		714,144
CMS Energy Corp.		21,857		648,279
Total Utilities				25,695,270

CONSUMER, NON-CYCLICAL - 14.8%
WellPoint, Inc.		31,278		3,741,474
Archer-Daniels-Midland Co.		54,950		2,807,945
Humana, Inc.		21,451		2,794,851
Tyson Foods, Inc. — Class A		62,213		2,449,326
Aetna, Inc.		23,618		1,913,058
Kroger Co.		35,170		1,828,840
UnitedHealth Group, Inc.		15,887		1,370,254
Cardinal Health, Inc.		17,089		1,280,308
Sysco Corp.		33,732		1,280,129
Express Scripts Holding Co.*		17,368		1,226,702
Molson Coors Brewing Co. — Class B		15,118		1,125,384
ConAgra Foods, Inc.		16,450		543,508
Quest Diagnostics, Inc.		8,660		525,489
Avery Dennison Corp.		10,420		465,253
Total Consumer, Non-cyclical				23,352,521

ENERGY - 14.3%
Nabors Industries Ltd.		118,448		2,695,876
Valero Energy Corp.		53,739		2,486,503
Phillips 66		28,741		2,336,931
Hess Corp.		23,491		2,215,671
Murphy Oil Corp.		38,050		2,165,426
Tesoro Corp.		34,510		2,104,420
Apache Corp.		12,470		1,170,559
Baker Hughes, Inc.		15,735		1,023,719
Chevron Corp.		7,920		945,014
Marathon Oil Corp.		24,981		939,036
Denbury Resources, Inc.		58,700		882,261
Transocean Ltd.1		24,294		776,679
Ensco plc — Class A		18,347		757,915
ConocoPhillips		9,702		742,397
Noble Corporation plc		28,978		643,891
Exxon Mobil Corp.		6,500		611,325
Total Energy				22,497,623

CONSUMER, CYCLICAL - 10.1%
General Motors Co.		49,239		1,572,693
AutoNation, Inc.*		30,538		1,536,367
Staples, Inc.		126,579		1,531,606
Kohl’s Corp.		23,381		1,426,943
Ford Motor Co.		89,769		1,327,683
CVS Health Corp.		15,218		1,211,201
Target Corp.		18,612		1,166,600
DR Horton, Inc.		52,670		1,080,788
Carnival Corp.		23,851		958,095
Whirlpool Corp.		6,368		927,499
Wal-Mart Stores, Inc.		12,000		917,640
PulteGroup, Inc.		48,130		849,976


SEE NOTES TO FINANCIAL STATEMENTS.	THE RYDEX FUNDS SEMI-ANNUAL REPORT \| 17

SCHEDULE OF INVESTMENTS (Unaudited)(concluded)	September 30, 2014
S&P 500^® PURE VALUE FUND

	Shares		Value

Costco Wholesale Corp.		6,031	$	755,805
Macy’s, Inc.		11,884		691,411
Total Consumer, Cyclical				15,954,307

INDUSTRIAL - 6.5%
Jabil Circuit, Inc.		110,361		2,225,981
Ryder System, Inc.		19,193		1,726,794
L-3 Communications Holdings, Inc.		13,864		1,648,707
Fluor Corp.		15,600		1,041,924
Jacobs Engineering Group, Inc.*		20,165		984,455
Joy Global, Inc.		13,800		752,652
Bemis Company, Inc.		16,780		637,976
Stanley Black & Decker, Inc.		6,580		584,238
Deere & Co.		7,110		582,949
Total Industrial				10,185,676

BASIC MATERIALS - 5.7%
Alcoa, Inc.		283,751		4,565,553
Allegheny Technologies, Inc.		26,770		993,167
Dow Chemical Co.		17,379		911,355
International Paper Co.		15,120		721,829
Mosaic Co.		15,410		684,358
Freeport-McMoRan, Inc.		16,624		542,774
Nucor Corp.		9,680		525,430
Total Basic Materials				8,944,466

TECHNOLOGY - 4.1%
Xerox Corp.		182,417		2,413,377
Hewlett-Packard Co.		68,037		2,413,272
Computer Sciences Corp.		25,592		1,564,951
Total Technology				6,391,600

COMMUNICATIONS - 2.4%
Frontier Communications Corp.1		226,586		1,475,075
CenturyLink, Inc.		30,183		1,234,183
Corning, Inc.		53,594		1,036,508
Total Communications				3,745,766

Total Common Stocks
(Cost $133,440,170)				156,661,157

	Face Amount

REPURCHASE AGREEMENTS††,2 - 0.4%
RBC Capital Markets issued 09/30/14 at (0.05)% due 10/01/14	$	270,686		270,686
Mizuho Financial Group, Inc. issued 09/30/14 at 0.01% due 10/01/14		158,274		158,274
UMB Financial Corp. issued 09/30/14 at 0.00% due 10/01/14		111,923		111,923
HSBC Group issued 09/30/14 at 0.00% due 10/01/14		69,839		69,839
Credit Suisse Group issued 09/30/14 at (0.05)% due 10/01/14		416		416
Total Repurchase Agreements
(Cost $611,138)				611,138

SECURITIES LENDING COLLATERAL††,3 - 1.0%
Repurchase Agreements
HSBC Securities, Inc. issued 09/30/14 at 0.00% due 10/01/14		1,289,153		1,289,153
BNP Paribas Securities Corp. issued 09/30/14 at 0.00% due 10/01/14		211,337		211,337
Total Securities Lending Collateral
(Cost $1,500,490)				1,500,490

Total Investments - 101.0%
(Cost $135,551,798)			$	158,772,785
Other Assets & Liabilities, net - (1.0)%				(1,639,045	)
Total Net Assets - 100.0%			$	157,133,740

*	Non-income producing security.
†	Value determined based on Level 1 inputs — See Note 4.
††	Value determined based on Level 2 inputs — See Note 4.
1	All or portion of this security is on loan at September 30, 2014 — See Note 6.
2	Repurchase Agreements — See Note 5.
3	Securities lending collateral — See Note 6.
	plc — Public Limited Company


18 \| THE RYDEX FUNDS SEMI-ANNUAL REPORT	SEE NOTES TO FINANCIAL STATEMENTS.

S&P 500^® PURE VALUE FUND

STATEMENT OF ASSETS AND LIABILITIES (Unaudited)
September 30, 2014

Assets:
Investments, at value - including $1,682,463 of securities loaned (cost $133,440,170)	$	156,661,157
Repurchase agreements, at value (cost $2,111,628)		2,111,628
Total investments (cost $135,551,798)		158,772,785
Segregated cash with broker		245,885
Cash		18,854
Receivables:
Dividends		187,148
Fund shares sold		80,757
Securities lending income		741
Total assets		159,306,170

Liabilities:
Payable for:
Upon return of securities loaned		1,746,375
Fund shares redeemed		121,092
Management fees		108,772
Distribution and service fees		40,786
Transfer agent and administrative fees		36,257
Portfolio accounting fees		14,503
Miscellaneous		104,645
Total liabilities		2,172,430
Net assets	$	157,133,740

Net assets consist of:
Paid in capital	$	135,088,661
Undistributed net investment income		701,901
Accumulated net realized loss on investments		(1,877,809	)
Net unrealized appreciation on investments		23,220,987
Net assets	$	157,133,740

A-Class:
Net assets	$	21,636,550
Capital shares outstanding		148,276
Net asset value per share	$	145.92
Maximum offering price per share (Net asset value divided by 95.25%)	$	153.20

C-Class:
Net assets	$	7,532,491
Capital shares outstanding		57,148
Net asset value per share	$	131.81

H-Class:
Net assets	$	127,964,699
Capital shares outstanding		873,870
Net asset value per share	$	146.43

STATEMENT OF OPERATIONS (Unaudited)
Period Ended September 30, 2014

Investment Income:
Dividends	$	2,159,536
Income from securities lending, net		4,249
Interest		109
Total investment income		2,163,894

Expenses:
Management fees		772,647
Transfer agent and administrative fees		257,549
Distribution and service fees:
A-Class		30,411
C-Class		36,176
H-Class		218,094
Portfolio accounting fees		102,833
Custodian fees		12,034
Trustees’ fees*		6,083
Line of credit interest expense		140
Miscellaneous		156,870
Total expenses		1,592,837
Net investment income		571,057

Net Realized and Unrealized Gain (Loss):
Net realized gain (loss) on:
Investments		(2,239,845	)
Net realized loss		(2,239,845	)
Net change in unrealized appreciation (depreciation) on:
Investments		7,278,299
Net change in unrealized appreciation (depreciation)		7,278,299
Net realized and unrealized gain		5,038,454
Net increase in net assets resulting from operations	$	5,609,511

*	Relates to Trustees not deemed "interested persons" within the meaning of Section 2(a)(19) of the 1940 Act.


SEE NOTES TO FINANCIAL STATEMENTS.	THE RYDEX FUNDS SEMI-ANNUAL REPORT \| 19

S&P 500^® PURE VALUE FUND

STATEMENTS OF CHANGES IN NET ASSETS
	Period Ended September 30, 2014 (Unaudited)			Year Ended March 31, 2014
Increase (Decrease) in Net Assets from Operations:
Net investment income	$	571,057		$	298,766
Net realized gain (loss) on investments		(2,239,845	)		17,670,652
Net change in unrealized appreciation (depreciation) on investments		7,278,299			1,013,121
Net increase in net assets resulting from operations		5,609,511			18,982,539

Distributions to shareholders from:
Net investment income
A-Class		—			(4,543	)
C-Class		—			(9,295	)
H-Class		—			(154,084	)
Net realized gains
A-Class		—			(112,508	)
C-Class		—			(230,200	)
H-Class		—			(3,815,942	)
Total distributions to shareholders		—			(4,326,572	)

Capital share transactions:
Proceeds from sale of shares
A-Class		42,240,163			5,628,794
C-Class		7,378,025			5,902,053
H-Class		317,205,775			369,062,897
Distributions reinvested
A-Class		—			106,616
C-Class		—			225,859
H-Class		—			3,914,756
Cost of shares redeemed
A-Class		(25,769,042	)		(3,047,246	)
C-Class		(5,061,540	)		(5,327,015	)
H-Class		(308,978,550	)		(349,827,346	)
Net increase from capital share transactions		27,014,831			26,639,368
Net increase in net assets		32,624,342			41,295,335

Net assets:
Beginning of period		124,509,398			83,214,063
End of period	$	157,133,740		$	124,509,398
Undistributed net investment income at end of period	$	701,901		$	130,844

Capital share activity:
Shares sold
A-Class		292,203			42,301
C-Class		56,136			50,818
H-Class		2,175,702			2,933,227
Shares issued from reinvestment of distributions
A-Class		—			798
C-Class		—			1,860
H-Class		—			29,199
Shares redeemed
A-Class		(175,294	)		(23,402	)
C-Class		(38,696	)		(46,452	)
H-Class		(2,112,228	)		(2,852,369	)
Net increase in shares		197,823			135,980


20 \| THE RYDEX FUNDS SEMI-ANNUAL REPORT	SEE NOTES TO FINANCIAL STATEMENTS.

S&P 500^® PURE VALUE FUND

FINANCIAL HIGHLIGHTS

This table is presented to show selected data for a share outstanding throughout each period and to assist shareholders in evaluating a Fund’s performance for the periods presented.

A-Class	Period Ended September 30, 2014^a			Year Ended March 31, 2014			Year Ended March 28, 2013			Year Ended March 31, 2012			Year Ended March 31, 2011			Year Ended March 31, 2010^d
Per Share Data
Net asset value, beginning of period	$	141.39		$	111.68		$	93.49		$	90.21		$	79.66		$	35.58
Income (loss) from investment operations:
Net investment income (loss)^b		.53			.61			.58			.30			.01			.26
Net gain (loss) on investments (realized and unrealized)		4.00			35.01			17.75			2.98			11.87			44.60
Total from investment operations		4.53			35.62			18.33			3.28			11.88			44.86
Less distributions from:
Net investment income		—			(.23	)		(.14	)		—			(1.33	)		(.78	)
Net realized gains		—			(5.68	)		—			—			—			—
Total distributions		—			(5.91	)		(.14	)		—			(1.33	)		(.78	)
Net asset value, end of period	$	145.92		$	141.39		$	111.68		$	93.49		$	90.21		$	79.66

Total Return^c		3.20	%		32.21	%		19.63	%		3.64	%		15.14	%		126.37	%
Ratios/Supplemental Data
Net assets, end of period (in thousands)	$	21,637		$	4,435		$	1,303		$	1,846		$	2,329		$	8,156
Ratios to average net assets:
Net investment income (loss)		0.72	%		0.47	%		0.61	%		0.34	%		0.01	%		0.39	%
Total expenses		1.52	%		1.52	%		1.51	%		1.51	%		1.54	%		1.52	%
Portfolio turnover rate		120	%		410	%		669	%		762	%		820	%		673	%

C-Class	Period Ended September 30, 2014^a			Year Ended March 31, 2014			Year Ended March 28, 2013			Year Ended March 31, 2012			Year Ended March 31, 2011			Year Ended March 31, 2010^d
Per Share Data
Net asset value, beginning of period	$	128.19		$	102.46		$	86.42		$	83.99		$	74.81		$	33.66
Income (loss) from investment operations:
Net investment income (loss)^b		(.06	)		(.30	)		(.19	)		(.36	)		(.51	)		(.02	)
Net gain (loss) on investments (realized and unrealized)		3.68			31.94			16.37			2.79			11.02			41.95
Total from investment operations		3.62			31.64			16.18			2.43			10.51			41.93
Less distributions from:
Net investment income		—			(.23	)		(.14	)		—			(1.33	)		(.78	)
Net realized gains		—			(5.68	)		—			—			—			—
Total distributions		—			(5.91	)		(.14	)		—			(1.33	)		(.78	)
Net asset value, end of period	$	131.81		$	128.19		$	102.46		$	86.42		$	83.99		$	74.81

Total Return^c		2.82	%		31.21	%		18.76	%		2.88	%		14.28	%		124.86	%
Ratios/Supplemental Data
Net assets, end of period (in thousands)	$	7,532		$	5,090		$	3,430		$	2,128		$	5,690		$	4,876
Ratios to average net assets:
Net investment income (loss)		(0.09	%)		(0.26	%)		(0.22	%)		(0.45	%)		(0.68	%)		(0.03	%)
Total expenses		2.27	%		2.27	%		2.26	%		2.27	%		2.29	%		2.27	%
Portfolio turnover rate		120	%		410	%		669	%		762	%		820	%		673	%


SEE NOTES TO FINANCIAL STATEMENTS.	THE RYDEX FUNDS SEMI-ANNUAL REPORT \| 21

S&P 500^® PURE VALUE FUND

FINANCIAL HIGHLIGHTS (concluded)

This table is presented to show selected data for a share outstanding throughout each period and to assist shareholders in evaluating a Fund’s performance for the periods presented.

H-Class	Period Ended September 30, 2014^a			Year Ended March 31, 2014			Year Ended March 28, 2013			Year Ended March 31, 2012			Year Ended March 31, 2011			Year Ended March 31, 2010^d
Per Share Data
Net asset value, beginning of period	$	141.89		$	112.06		$	93.80		$	90.50		$	79.91		$	35.67
Income (loss) from investment operations:
Net investment income (loss)^b		.41			.51			.57			.33			(.02	)		.32
Net gain (loss) on investments (realized and unrealized)		4.13			35.23			17.83			2.97			11.94			44.70
Total from investment operations		4.54			35.74			18.40			3.30			11.92			45.02
Less distributions from:
Net investment income		—			(.23	)		(.14	)		—			(1.33	)		(.78	)
Net realized gains		—			(5.68	)		—			—			—			—
Total distributions		—			(5.91	)		(.14	)		—			(1.33	)		(.78	)
Net asset value, end of period	$	146.43		$	141.89		$	112.06		$	93.80		$	90.50		$	79.91

Total Return^c		3.20	%		32.21	%		19.64	%		3.65	%		15.14	%		126.50	%
Ratios/Supplemental Data
Net assets, end of period (in thousands)	$	127,965		$	114,984		$	78,480		$	68,886		$	26,852		$	148,578
Ratios to average net assets:
Net investment income (loss)		0.56	%		0.40	%		0.58	%		0.38	%		(0.03	%)		0.47	%
Total expenses		1.52	%		1.52	%		1.52	%		1.51	%		1.54	%		1.54	%
Portfolio turnover rate		120	%		410	%		669	%		762	%		820	%		673	%

^a	Unaudited figures for the period ended September 30, 2014. Percentage amounts for the period, except total return and portfolio turnover rate, have been annualized.
^b	Net investment income (loss) per share was computed using average shares outstanding throughout the period.
^c	Total return does not reflect the impact of any applicable sales charges and has not been annualized.
^d	Reverse share split — Per share amounts for the period presented through April 20, 2009 have been restated to reflect a 1:5 reverse share split effective April 20, 2009.


22 \| THE RYDEX FUNDS SEMI-ANNUAL REPORT	SEE NOTES TO FINANCIAL STATEMENTS.

FUND PROFILE (Unaudited)

September 30, 2014

S&P MIDCAP 400^® PURE GROWTH FUND

OBJECTIVE: Seeks to provide investment results that match, before fees and expenses, the performance of a benchmark for mid-cap growth securities on a daily basis. The Fund’s current benchmark is the S&P MidCap 400^® Pure Growth Index (the “underlying index”).

Holdings Diversification (Market Exposure as % of Net Assets)

“Holdings Diversification (Market Exposure as % of Net Assets)” excludes any temporary cash investments.

Inception Dates:
A-Class	September 1, 2004
C-Class	February 20, 2004
H-Class	February 20, 2004

Ten Largest Holdings (% of Total Net Assets)
Salix Pharmaceuticals Ltd.	3.9%
Trinity Industries, Inc.	3.2%
United Therapeutics Corp.	2.4%
Patterson-UTI Energy, Inc.	2.3%
Synovus Financial Corp.	2.3%
Deckers Outdoor Corp.	2.0%
Tempur Sealy International, Inc.	2.0%
Endo International plc	1.9%
Kirby Corp.	1.9%
SVB Financial Group	1.9%
Top Ten Total	23.8%

“Ten Largest Holdings” exclude any temporary cash or derivative investments.


	THE RYDEX FUNDS SEMI-ANNUAL REPORT \| 23

SCHEDULE OF INVESTMENTS (Unaudited)	September 30, 2014
S&P MIDCAP 400^® PURE GROWTH FUND

	Shares		Value

COMMON STOCKS† - 99.4%

INDUSTRIAL - 21.9%
Trinity Industries, Inc.		161,100	$	7,526,592
Kirby Corp.*		37,300		4,395,805
AO Smith Corp.		85,800		4,056,624
B/E Aerospace, Inc.*		41,700		3,500,298
Wabtec Corp.		41,660		3,376,126
Old Dominion Freight Line, Inc.*		46,400		3,277,696
Eagle Materials, Inc.		24,940		2,539,640
Worthington Industries, Inc.		58,149		2,164,306
Terex Corp.		67,700		2,150,829
Packaging Corporation of America		31,600		2,016,712
Graco, Inc.		26,900		1,963,162
Belden, Inc.		30,200		1,933,404
Genesee & Wyoming, Inc. — Class A*		18,600		1,772,766
Gentex Corp.		64,466		1,725,755
Fortune Brands Home & Security, Inc.		41,000		1,685,510
Lincoln Electric Holdings, Inc.		22,600		1,562,451
Cognex Corp.*		38,000		1,530,260
FEI Co.		16,600		1,251,972
IDEX Corp.		16,900		1,223,053
Trimble Navigation Ltd.*		36,694		1,119,167
J.B. Hunt Transport Services, Inc.		14,200		1,051,510
Total Industrial				51,823,638

FINANCIAL - 20.1%
Synovus Financial Corp.		226,075		5,344,413
SVB Financial Group*		39,200		4,393,929
Umpqua Holdings Corp.		261,600		4,308,552
Cathay General Bancorp		156,507		3,886,069
BancorpSouth, Inc.		183,900		3,703,746
Associated Banc-Corp.		195,300		3,402,126
Old Republic International Corp.		235,408		3,361,626
PacWest Bancorp		76,500		3,154,095
SLM Corp.		269,620		2,307,947
Signature Bank*		20,501		2,297,342
CBOE Holdings, Inc.		40,600		2,173,115
Waddell & Reed Financial, Inc. — Class A		41,300		2,134,797
Washington Federal, Inc.		97,297		1,980,967
City National Corp.		21,308		1,612,376
East West Bancorp, Inc.		40,300		1,370,200
Omega Healthcare Investors, Inc.		33,200		1,135,108
Alexander & Baldwin, Inc.		29,300		1,053,921
Total Financial				47,620,329

CONSUMER, NON-CYCLICAL - 19.3%
Salix Pharmaceuticals Ltd.*		58,900		9,202,536
United Therapeutics Corp.*		44,352		5,705,885
Endo International plc*		64,600		4,414,764
Corporate Executive Board Co.		50,000		3,003,500
WEX, Inc.*		25,169		2,776,644
Align Technology, Inc.*		48,100		2,485,808
Jarden Corp.*		39,700		2,386,367
SUPERVALU, Inc.*		250,300		2,237,682
Hain Celestial Group, Inc.*		21,200		2,169,820
Towers Watson & Co. — Class A		20,100		1,999,950
Cubist Pharmaceuticals, Inc.*		26,800		1,777,912
Charles River Laboratories International, Inc.*		26,700		1,595,058
CoreLogic, Inc.*		51,100		1,383,277
Global Payments, Inc.		19,400		1,355,672
Covance, Inc.*		15,600		1,227,720
Deluxe Corp.		21,900		1,208,004
Sotheby’s		24,700		882,284
Total Consumer, Non-cyclical				45,812,883

CONSUMER, CYCLICAL - 17.3%
Deckers Outdoor Corp.*		49,000		4,761,820
Tempur Sealy International, Inc.*		84,600		4,751,982
Wendy’s Co.1		454,600		3,754,996
Bally Technologies, Inc.*		44,500		3,591,150
Polaris Industries, Inc.		23,233		3,480,071
Toll Brothers, Inc.*		102,800		3,203,248
Hanesbrands, Inc.		24,800		2,664,512
Alaska Air Group, Inc.		61,030		2,657,246
LKQ Corp.*		91,970		2,445,482
Brinker International, Inc.		41,200		2,092,548
HNI Corp.		46,300		1,666,337
Brunswick Corp.		37,600		1,584,464
Copart, Inc.*		40,374		1,264,312
Domino’s Pizza, Inc.		16,100		1,239,056
Carter’s, Inc.		14,000		1,085,280
DreamWorks Animation SKG, Inc. — Class A*		30,600		834,462
Total Consumer, Cyclical				41,076,966

TECHNOLOGY - 10.2%
Ultimate Software Group, Inc.*		21,386		3,026,333
PTC, Inc.*		77,600		2,863,440
3D Systems Corp.*,1		61,700		2,861,029
Concur Technologies, Inc.*		19,270		2,443,821
Mentor Graphics Corp.		112,000		2,295,440
ACI Worldwide, Inc.*		117,937		2,212,498
MSCI, Inc. — Class A*		37,600		1,767,952
Advent Software, Inc.		44,100		1,391,796
Fair Isaac Corp.		24,000		1,322,400
Cree, Inc.*		30,900		1,265,355
Broadridge Financial Solutions, Inc.		28,800		1,198,944
CommVault Systems, Inc.*		17,300		871,920
Acxiom Corp.*		38,400		635,520
Total Technology				24,156,448

ENERGY - 8.1%
Patterson-UTI Energy, Inc.		168,512		5,481,695
SM Energy Co.		46,300		3,611,400
Oil States International, Inc.*		42,800		2,649,320
Rosetta Resources, Inc.*		52,200		2,326,032
Oceaneering International, Inc.		28,877		1,881,914
Dril-Quip, Inc.*		13,400		1,197,960


24 \| THE RYDEX FUNDS SEMI-ANNUAL REPORT	SEE NOTES TO FINANCIAL STATEMENTS.

SCHEDULE OF INVESTMENTS (Unaudited)(concluded)	September 30, 2014
S&P MIDCAP 400^® PURE GROWTH FUND

	Shares		Value

Gulfport Energy Corp.*		22,100	$	1,180,140
CARBO Ceramics, Inc.1		15,000		888,450
Total Energy				19,216,911

COMMUNICATIONS - 2.5%
Conversant, Inc.*		71,100		2,435,175
Graham Holdings Co. — Class B		1,900		1,329,221
Ciena Corp.*		70,151		1,172,925
NeuStar, Inc. — Class A*,1		38,176		947,910
Total Communications				5,885,231

Total Common Stocks
(Cost $197,011,146)				235,592,406

	Face Amount

REPURCHASE AGREEMENTS††,2 - 0.7%
RBC Capital Markets issued 09/30/14 at (0.05)% due 10/01/14	$	787,126		787,126
Mizuho Financial Group, Inc. issued 09/30/14 at 0.01% due 10/01/14		460,240		460,240
UMB Financial Corp. issued 09/30/14 at 0.00% due 10/01/14		325,460		325,460
HSBC Group issued 09/30/14 at 0.00% due 10/01/14		203,085		203,085
Credit Suisse Group issued 09/30/14 at (0.05)% due 10/01/14		1,211		1,211
Total Repurchase Agreements
(Cost $1,777,122)				1,777,122

SECURITIES LENDING COLLATERAL††,3 - 2.0%
Repurchase Agreements
HSBC Securities, Inc. issued 09/30/14 at 0.00% due 10/01/14	4,015,319		4,015,319
BNP Paribas Securities Corp. issued 09/30/14 at 0.00% due 10/01/14	658,249		658,249
Total Securities Lending Collateral
(Cost $4,673,568)			4,673,568

Total Investments - 102.1%
(Cost $203,461,836)		$	242,043,096
Other Assets & Liabilities, net - (2.1)%			(5,062,074	)
Total Net Assets - 100.0%		$	236,981,022

*	Non-income producing security.
†	Value determined based on Level 1 inputs — See Note 4.
††	Value determined based on Level 2 inputs — See Note 4.
1	All or portion of this security is on loan at September 30, 2014 — See Note 6.
2	Repurchase Agreements — See Note 5.
3	Securities lending collateral — See Note 6.
	plc — Public Limited Company


SEE NOTES TO FINANCIAL STATEMENTS.	THE RYDEX FUNDS SEMI-ANNUAL REPORT \| 25

S&P MIDCAP 400^® PURE GROWTH FUND

STATEMENT OF ASSETS AND LIABILITIES (Unaudited)
September 30, 2014

Assets:
Investments, at value - including $5,210,838 of securities loaned (cost $197,011,146)	$	235,592,406
Repurchase agreements, at value (cost $6,450,690)		6,450,690
Total investments (cost $203,461,836)		242,043,096
Segregated cash with broker		765,857
Receivables:
Dividends		105,557
Fund shares sold		55,162
Securities lending income		36,893
Total assets		243,006,565

Liabilities:
Payable for:
Upon return of securities loaned		5,439,425
Management fees		149,931
Fund shares redeemed		148,781
Distribution and service fees		66,589
Transfer agent and administrative fees		49,977
Portfolio accounting fees		19,908
Miscellaneous		150,932
Total liabilities		6,025,543
Net assets	$	236,981,022

Net assets consist of:
Paid in capital	$	161,207,697
Accumulated net investment loss		(847,902	)
Accumulated net realized gain on investments		38,039,967
Net unrealized appreciation on investments		38,581,260
Net assets	$	236,981,022

A-Class:
Net assets	$	44,287,532
Capital shares outstanding		763,412
Net asset value per share	$	58.01
Maximum offering price per share (Net asset value divided by 95.25%)	$	60.90

C-Class:
Net assets	$	27,216,966
Capital shares outstanding		510,326
Net asset value per share	$	53.33

H-Class:
Net assets	$	165,476,524
Capital shares outstanding		2,849,935
Net asset value per share	$	58.06

STATEMENT OF OPERATIONS (Unaudited)
Period Ended September 30, 2014

Investment Income:
Dividends	$	980,107
Income from securities lending, net		144,122
Interest		93
Total investment income		1,124,322

Expenses:
Management fees		921,333
Transfer agent and administrative fees		307,111
Distribution and service fees:
A-Class		66,635
C-Class		138,093
H-Class		205,953
Portfolio accounting fees		122,611
Registration fees		104,251
Custodian fees		14,341
Trustees’ fees*		10,782
Tax expense		2,114
Line of credit interest expense		72
Miscellaneous		78,928
Total expenses		1,972,224
Net investment loss		(847,902	)

Net Realized and Unrealized Gain (Loss):
Net realized gain (loss) on:
Investments		8,251,831
Net realized gain		8,251,831
Net change in unrealized appreciation (depreciation) on:
Investments		(11,522,451	)
Net change in unrealized appreciation (depreciation)		(11,522,451	)
Net realized and unrealized loss		(3,270,620	)
Net decrease in net assets resulting from operations	$	(4,118,522	)

*	Relates to Trustees not deemed "interested persons" within the meaning of Section 2(a)(19) of the 1940 Act.


26 \| THE RYDEX FUNDS SEMI-ANNUAL REPORT	SEE NOTES TO FINANCIAL STATEMENTS.

S&P MIDCAP 400^® PURE GROWTH FUND

STATEMENTS OF CHANGES IN NET ASSETS
	Period Ended September 30, 2014 (Unaudited)			Year Ended March 31, 2014
Increase (Decrease) in Net Assets from Operations:
Net investment loss	$	(847,902	)	$	(1,185,523	)
Net realized gain on investments		8,251,831			55,085,731
Net change in unrealized appreciation (depreciation) on investments		(11,522,451	)		(4,970,041	)
Net increase (decrease) in net assets resulting from operations		(4,118,522	)		48,930,167

Distributions to shareholders from:
Net realized gains
A-Class		—			(1,952,757	)
C-Class		—			(948,399	)
H-Class		—			(6,562,447	)
Total distributions to shareholders		—			(9,463,603	)

Capital share transactions:
Proceeds from sale of shares
A-Class		13,736,051			36,744,483
C-Class		2,840,727			12,268,993
H-Class		74,813,613			228,779,489
Distributions reinvested
A-Class		—			1,901,016
C-Class		—			922,659
H-Class		—			6,298,116
Cost of shares redeemed
A-Class		(28,365,626	)		(33,701,785	)
C-Class		(3,752,179	)		(6,985,331	)
H-Class		(92,896,711	)		(317,602,501	)
Net decrease from capital share transactions		(33,624,125	)		(71,374,861	)
Net decrease in net assets		(37,742,647	)		(31,908,297	)

Net assets:
Beginning of period		274,723,669			306,631,966
End of period	$	236,981,022		$	274,723,669
Accumulated net investment loss/Undistributed net investment income at end of period	$	(847,902	)	$	—

Capital share activity:
Shares sold
A-Class		239,825			700,297
C-Class		53,395			242,805
H-Class		1,281,310			4,249,934
Shares issued from reinvestment of distributions
A-Class		—			33,658
C-Class		—			17,659
H-Class		—			111,412
Shares redeemed
A-Class		(487,168	)		(640,363	)
C-Class		(70,789	)		(138,844	)
H-Class		(1,613,953	)		(6,041,405	)
Net decrease in shares		(597,380	)		(1,464,847	)


SEE NOTES TO FINANCIAL STATEMENTS.	THE RYDEX FUNDS SEMI-ANNUAL REPORT \| 27

S&P MIDCAP 400^® PURE GROWTH FUND

FINANCIAL HIGHLIGHTS

This table is presented to show selected data for a share outstanding throughout each period and to assist shareholders in evaluating a Fund’s performance for the periods presented.

A-Class	Period Ended September 30, 2014^a			Year Ended March 31, 2014			Year Ended March 28, 2013			Year Ended March 31, 2012			Year Ended March 31, 2011			Year Ended March 31, 2010
Per Share Data
Net asset value, beginning of period	$	58.66		$	49.76		$	44.11		$	42.76		$	32.21		$	18.19
Income (loss) from investment operations:
Net investment income (loss)^b		(.18	)		(.22	)		(.19	)		(.45	)		(.38	)		(.28	)
Net gain (loss) on investments (realized and unrealized)		(.47	)		11.05			5.84			1.80			10.93			14.30
Total from investment operations		(.65	)		10.83			5.65			1.35			10.55			14.02
Less distributions from:
Net realized gains		—			(1.93	)		—			—			—			—
Total distributions		—			(1.93	)		—			—			—			—
Net asset value, end of period	$	58.01		$	58.66		$	49.76		$	44.11		$	42.76		$	32.21

Total Return^c		(1.11	%)		21.90	%		12.81	%		3.16	%		32.75	%		77.08	%
Ratios/Supplemental Data
Net assets, end of period (in thousands)	$	44,288		$	59,293		$	45,638		$	36,052		$	25,237		$	2,242
Ratios to average net assets:
Net investment income (loss)		(0.60	%)		(0.40	%)		(0.43	%)		(1.09	%)		(1.04	%)		(1.03	%)
Total expenses		1.52	%		1.52	%		1.50	%		1.50	%		1.54	%		1.53	%
Portfolio turnover rate		33	%		131	%		188	%		226	%		448	%		626	%

C-Class	Period Ended September 30, 2014^a			Year Ended March 31, 2014			Year Ended March 28, 2013			Year Ended March 31, 2012			Year Ended March 31, 2011			Year Ended March 31, 2010
Per Share Data
Net asset value, beginning of period	$	54.13		$	46.39		$	41.43		$	40.47		$	30.71		$	17.48
Income (loss) from investment operations:
Net investment income (loss)^b		(.36	)		(.58	)		(.49	)		(.71	)		(.63	)		(.44	)
Net gain (loss) on investments (realized and unrealized)		(.44	)		10.25			5.45			1.67			10.39			13.67
Total from investment operations		(.80	)		9.67			4.96			.96			9.76			13.23
Less distributions from:
Net realized gains		—			(1.93	)		—			—			—			—
Total distributions		—			(1.93	)		—			—			—			—
Net asset value, end of period	$	53.33		$	54.13		$	46.39		$	41.43		$	40.47		$	30.71

Total Return^c		(1.48	%)		20.98	%		12.00	%		2.35	%		31.78	%		75.69	%
Ratios/Supplemental Data
Net assets, end of period (in thousands)	$	27,217		$	28,567		$	18,837		$	16,228		$	10,102		$	3,780
Ratios to average net assets:
Net investment income (loss)		(1.36	%)		(1.15	%)		(1.19	%)		(1.83	%)		(1.83	%)		(1.77	%)
Total expenses		2.27	%		2.27	%		2.25	%		2.25	%		2.29	%		2.28	%
Portfolio turnover rate		33	%		131	%		188	%		226	%		448	%		626	%


28 \| THE RYDEX FUNDS SEMI-ANNUAL REPORT	SEE NOTES TO FINANCIAL STATEMENTS.

S&P MIDCAP 400^® PURE GROWTH FUND

FINANCIAL HIGHLIGHTS (concluded)

This table is presented to show selected data for a share outstanding throughout each period and to assist shareholders in evaluating a Fund’s performance for the periods presented.

H-Class	Period Ended September 30, 2014^a			Year Ended March 31, 2014			Year Ended March 28, 2013			Year Ended March 31, 2012			Year Ended March 31, 2011			Year Ended March 31, 2010
Per Share Data
Net asset value, beginning of period	$	58.71		$	49.80		$	44.14		$	42.81		$	32.25		$	18.21
Income (loss) from investment operations:
Net investment income (loss)^b		(.18	)		(.18	)		(.20	)		(.44	)		(.38	)		(.26	)
Net gain (loss) on investments (realized and unrealized)		(.47	)		11.02			5.86			1.77			10.94			14.30
Total from investment operations		(.65	)		10.84			5.66			1.33			10.56			14.04
Less distributions from:
Net realized gains		—			(1.93	)		—			—			—			—
Total distributions		—			(1.93	)		—			—			—			—
Net asset value, end of period	$	58.06		$	58.71		$	49.80		$	44.14		$	42.81		$	32.25

Total Return^c		(1.11	%)		21.91	%		12.82	%		3.11	%		32.74	%		77.10	%
Ratios/Supplemental Data
Net assets, end of period (in thousands)	$	165,477		$	186,863		$	242,157		$	312,510		$	212,654		$	64,449
Ratios to average net assets:
Net investment income (loss)		(0.61	%)		(0.33	%)		(0.45	%)		(1.08	%)		(1.02	%)		(0.99	%)
Total expenses		1.52	%		1.52	%		1.50	%		1.50	%		1.55	%		1.54	%
Portfolio turnover rate		33	%		131	%		188	%		226	%		448	%		626	%

^a	Unaudited figures for the period ended September 30, 2014. Percentage amounts for the period, except total return and portfolio turnover rate, have been annualized.
^b	Net investment income (loss) per share was computed using average shares outstanding throughout the period.
^c	Total return does not reflect the impact of any applicable sales charges and has not been annualized.


SEE NOTES TO FINANCIAL STATEMENTS.	THE RYDEX FUNDS SEMI-ANNUAL REPORT \| 29

FUND PROFILE (Unaudited)

September 30, 2014

S&P MIDCAP 400^® PURE VALUE FUND

OBJECTIVE: Seeks to provide investment results that match, before fees and expenses, the performance of a benchmark for mid-cap value securities on a daily basis. The Fund’s current benchmark is the S&P MidCap 400^® Pure Value Index (the “underlying index”).

Holdings Diversification (Market Exposure as % of Net Assets)

“Holdings Diversification (Market Exposure as % of Net Assets)” excludes any temporary cash investments.

Inception Dates:
A-Class	September 1, 2004
C-Class	February 20, 2004
H-Class	February 20, 2004

Ten Largest Holdings (% of Total Net Assets)
Tech Data Corp.	2.6%
URS Corp.	2.6%
Health Net, Inc.	2.6%
Ingram Micro, Inc. — Class A	2.5%
Community Health Systems, Inc.	2.3%
AECOM Technology Corp.	2.2%
Reinsurance Group of America, Inc. — Class A	2.1%
Arrow Electronics, Inc.	2.0%
JetBlue Airways Corp.	2.0%
Avnet, Inc.	1.9%
Top Ten Total	22.8%

“Ten Largest Holdings” exclude any temporary cash or derivative investments.


30 \| THE RYDEX FUNDS SEMI-ANNUAL REPORT

SCHEDULE OF INVESTMENTS (Unaudited)	September 30, 2014
S&P MIDCAP 400^® PURE VALUE FUND

	Shares		Value

COMMON STOCKS† - 99.5%

FINANCIAL - 19.7%
Reinsurance Group of America, Inc. — Class A		4,063	$	325,568
Protective Life Corp.		3,979		276,183
Hanover Insurance Group, Inc.		4,090		251,208
First American Financial Corp.		8,940		242,453
Aspen Insurance Holdings Ltd.		4,756		203,414
Kemper Corp.		4,931		168,394
American Financial Group, Inc.		2,867		165,971
WR Berkley Corp.		3,438		164,336
Alleghany Corp.*		380		158,897
Everest Re Group Ltd.		957		155,044
StanCorp Financial Group, Inc.		2,112		133,436
HCC Insurance Holdings, Inc.		2,380		114,930
First Niagara Financial Group, Inc.		12,366		103,008
Mercury General Corp.		1,950		95,180
Astoria Financial Corp.		6,672		82,666
Janus Capital Group, Inc.		5,471		79,548
Hancock Holding Co.		2,000		64,100
International Bancshares Corp.		2,597		64,055
Fulton Financial Corp.		5,170		57,284
Valley National Bancorp		5,670		54,942
New York Community Bancorp, Inc.		3,411		54,133
Total Financial				3,014,750

INDUSTRIAL - 18.7%
Tech Data Corp.*		6,771		398,548
URS Corp.		6,827		393,303
AECOM Technology Corp.*		9,864		332,910
Avnet, Inc.		7,174		297,721
Vishay Intertechnology, Inc.		15,616		223,153
AGCO Corp.		3,615		164,338
Granite Construction, Inc.		4,580		145,690
TimkenSteel Corp.		2,960		137,610
Greif, Inc. — Class A		2,717		119,032
Exelis, Inc.		6,891		113,977
Esterline Technologies Corp.*		890		99,030
Triumph Group, Inc.		1,330		86,517
Regal-Beloit Corp.		1,250		80,313
Tidewater, Inc.		1,982		77,357
KBR, Inc.		3,668		69,068
Itron, Inc.*		1,750		68,793
Werner Enterprises, Inc.		2,530		63,756
Total Industrial				2,871,116

CONSUMER, NON-CYCLICAL - 18.6%
Health Net, Inc.*		8,499		391,888
Community Health Systems, Inc.*		6,458		353,834
LifePoint Hospitals, Inc.*		4,110		284,371
Universal Corp.		5,538		245,832
Centene Corp.*		2,200		181,962
Rent-A-Center, Inc.		5,980		181,493
Leidos Holdings, Inc.		5,100		175,083
WellCare Health Plans, Inc.*		2,790		168,349
Dean Foods Co.		11,670		154,628
Manpowergroup, Inc.		2,155		151,066
Ingredion, Inc.		1,410		106,864
United Natural Foods, Inc.*		1,350		82,971
Apollo Education Group, Inc. — Class A*		3,270		82,240
DeVry Education Group, Inc.		1,850		79,199
Convergys Corp.		4,370		77,873
Aaron’s, Inc.		3,120		75,878
Post Holdings, Inc.*		1,610		53,420
Total Consumer, Non-cyclical				2,846,951

CONSUMER, CYCLICAL - 16.9%
Ingram Micro, Inc. — Class A*		15,016		387,563
Arrow Electronics, Inc.*		5,535		306,362
JetBlue Airways Corp.*		28,652		304,284
Big Lots, Inc.		6,030		259,592
World Fuel Services Corp.		5,657		225,827
Abercrombie & Fitch Co. — Class A		4,700		170,797
CST Brands, Inc.		4,510		162,135
Owens & Minor, Inc.		4,765		156,006
MDC Holdings, Inc.		5,730		145,084
Oshkosh Corp.		3,279		144,768
Foot Locker, Inc.		1,830		101,840
JC Penney Company, Inc.*		8,150		81,826
ANN, Inc.*		1,930		79,381
Ascena Retail Group, Inc.*		4,710		62,643
Total Consumer, Cyclical				2,588,108

BASIC MATERIALS - 7.0%
Steel Dynamics, Inc.		8,880		200,777
Domtar Corp.		5,080		178,460
Commercial Metals Co.		10,063		171,775
Reliance Steel & Aluminum Co.		2,289		156,568
Ashland, Inc.		1,400		145,740
Olin Corp.		4,590		115,898
Cabot Corp.		2,011		102,098
Total Basic Materials				1,071,316

UTILITIES - 6.8%
UGI Corp.		5,140		175,223
Great Plains Energy, Inc.		5,984		144,633
PNM Resources, Inc.		5,630		140,243
Hawaiian Electric Industries, Inc.1		5,210		138,326
Westar Energy, Inc.		3,120		106,454
WGL Holdings, Inc.		2,500		105,300
Atmos Energy Corp.		2,147		102,412
IDACORP, Inc.		1,330		71,301
ONE Gas, Inc.		1,700		58,225
Total Utilities				1,042,117

ENERGY - 6.8%
Superior Energy Services, Inc.		8,742		287,350
HollyFrontier Corp.		5,040		220,147


SEE NOTES TO FINANCIAL STATEMENTS.	THE RYDEX FUNDS SEMI-ANNUAL REPORT \| 31

SCHEDULE OF INVESTMENTS (Unaudited)(concluded)	September 30, 2014
S&P MIDCAP 400^® PURE VALUE FUND

	Shares		Value

Murphy USA, Inc.*		3,830	$	203,220
Rowan Companies plc — Class A		5,420		137,180
Unit Corp.*		1,844		108,150
WPX Energy, Inc.*		3,430		82,526
Total Energy				1,038,573

TECHNOLOGY - 3.5%
Science Applications International Corp.		5,270		233,092
Lexmark International, Inc. — Class A		4,780		203,150
Fairchild Semiconductor International, Inc. — Class A*		6,090		94,578
Total Technology				530,820

COMMUNICATIONS - 1.5%
Telephone & Data Systems, Inc.		9,819		235,263

Total Common Stocks
(Cost $12,069,039)				15,239,014

	Face Amount

REPURCHASE AGREEMENTS††,2 - 1.6%
RBC Capital Markets issued 09/30/14 at (0.05)% due 10/01/14	$	105,130		105,130
Mizuho Financial Group, Inc. issued 09/30/14 at 0.01% due 10/01/14		61,471		61,471
UMB Financial Corp. issued 09/30/14 at 0.00% due 10/01/14		43,469		43,469
HSBC Group issued 09/30/14 at 0.00% due 10/01/14		27,124		27,124
Credit Suisse Group issued 09/30/14 at (0.05)% due 10/01/14		162		162
Total Repurchase Agreements
(Cost $237,356)				237,356

SECURITIES LENDING COLLATERAL††,3 - 0.3%
Repurchase Agreements
HSBC Securities, Inc. issued 09/30/14 at 0.00% due 10/01/14	42,243		42,243
BNP Paribas Securities Corp. issued 09/30/14 at 0.00% due 10/01/14	6,925		6,925
Total Securities Lending Collateral
(Cost $49,168)			49,168

Total Investments - 101.4%
(Cost $12,355,563)		$	15,525,538
Other Assets & Liabilities, net - (1.4)%			(217,792	)
Total Net Assets - 100.0%		$	15,307,746

*	Non-income producing security.
†	Value determined based on Level 1 inputs — See Note 4.
††	Value determined based on Level 2 inputs — See Note 4.
1	All or portion of this security is on loan at September 30, 2014 — See Note 6.
2	Repurchase Agreements — See Note 5.
3	Securities lending collateral — See Note 6.
	plc — Public Limited Company


32 \| THE RYDEX FUNDS SEMI-ANNUAL REPORT	SEE NOTES TO FINANCIAL STATEMENTS.

S&P MIDCAP 400^® PURE VALUE FUND

STATEMENT OF ASSETS AND LIABILITIES (Unaudited)
September 30, 2014

Assets:
Investments, at value - including $55,755 of securities loaned (cost $12,069,039)	$	15,239,014
Repurchase agreements, at value (cost $286,524)		286,524
Total investments (cost $12,355,563)		15,525,538
Segregated cash with broker		8,057
Receivables:
Securities sold		853,609
Dividends		17,803
Fund shares sold		8,784
Securities lending income		348
Total assets		16,414,139

Liabilities:
Payable for:
Fund shares redeemed		1,012,600
Upon return of securities loaned		57,225
Management fees		11,865
Distribution and service fees		6,049
Transfer agent and administrative fees		3,955
Portfolio accounting fees		1,582
Miscellaneous		13,117
Total liabilities		1,106,393
Net assets	$	15,307,746

Net assets consist of:
Paid in capital	$	17,156,812
Undistributed net investment income		20,214
Accumulated net realized loss on investments		(5,039,255	)
Net unrealized appreciation on investments		3,169,975
Net assets	$	15,307,746

A-Class:
Net assets	$	1,359,651
Capital shares outstanding		31,811
Net asset value per share	$	42.75
Maximum offering price per share (Net asset value divided by 95.25%)	$	44.88

C-Class:
Net assets	$	3,564,763
Capital shares outstanding		91,245
Net asset value per share	$	39.07

H-Class:
Net assets	$	10,383,332
Capital shares outstanding		243,238
Net asset value per share	$	42.69

STATEMENT OF OPERATIONS (Unaudited)
Period Ended September 30, 2014

Investment Income:
Dividends	$	179,863
Income from securities lending, net		1,826
Interest		13
Total investment income		181,702

Expenses:
Management fees		82,897
Transfer agent and administrative fees		27,633
Distribution and service fees:
A-Class		3,074
C-Class		16,449
H-Class		20,446
Portfolio accounting fees		11,053
Registration fees		9,703
Custodian fees		1,291
Trustees’ fees*		960
Line of credit interest expense		124
Miscellaneous		6,803
Total expenses		180,433
Net investment income		1,269

Net Realized and Unrealized Gain (Loss):
Net realized gain (loss) on:
Investments		(449,868	)
Net realized loss		(449,868	)
Net change in unrealized appreciation (depreciation) on:
Investments		(11,697	)
Net change in unrealized appreciation (depreciation)		(11,697	)
Net realized and unrealized loss		(461,565	)
Net decrease in net assets resulting from operations	$	(460,296	)

*	Relates to Trustees not deemed "interested persons" within the meaning of Section 2(a)(19) of the 1940 Act.


SEE NOTES TO FINANCIAL STATEMENTS.	THE RYDEX FUNDS SEMI-ANNUAL REPORT \| 33

S&P MIDCAP 400^® PURE VALUE FUND

STATEMENTS OF CHANGES IN NET ASSETS
	Period Ended September 30, 2014 (Unaudited)			Year Ended March 31, 2014
Increase (Decrease) in Net Assets from Operations:
Net investment income	$	1,269		$	18,945
Net realized gain (loss) on investments		(449,868	)		3,292,740
Net change in unrealized appreciation (depreciation) on investments		(11,697	)		(2,272,142	)
Net increase (decrease) in net assets resulting from operations		(460,296	)		1,039,543

Distributions to shareholders from:
Net investment income
A-Class		—			(6,418	)
C-Class		—			(10,279	)
H-Class		—			(35,413	)
Total distributions to shareholders		—			(52,110	)

Capital share transactions:
Proceeds from sale of shares
A-Class		1,411,029			10,210,160
C-Class		2,776,010			2,956,353
H-Class		47,989,021			180,329,694
Distributions reinvested
A-Class		—			5,904
C-Class		—			10,187
H-Class		—			33,473
Cost of shares redeemed
A-Class		(2,366,135	)		(9,772,932	)
C-Class		(1,353,792	)		(4,562,781	)
H-Class		(47,814,980	)		(248,292,026	)
Net increase (decrease) from capital share transactions		641,153			(69,081,968	)
Net increase (decrease) in net assets		180,857			(68,094,535	)

Net assets:
Beginning of period		15,126,889			83,221,424
End of period	$	15,307,746		$	15,126,889
Undistributed net investment income at end of period	$	20,214		$	18,945

Capital share activity:
Shares sold
A-Class		31,921			259,238
C-Class		69,275			81,786
H-Class		1,092,329			4,580,797
Shares issued from reinvestment of distributions
A-Class		—			142
C-Class		—			266
H-Class		—			805
Shares redeemed
A-Class		(54,873	)		(248,039	)
C-Class		(33,925	)		(128,153	)
H-Class		(1,094,877	)		(6,499,596	)
Net increase (decrease) in shares		9,850			(1,952,754	)


34 \| THE RYDEX FUNDS SEMI-ANNUAL REPORT	SEE NOTES TO FINANCIAL STATEMENTS.

S&P MIDCAP 400^® PURE VALUE FUND

FINANCIAL HIGHLIGHTS

This table is presented to show selected data for a share outstanding throughout each period and to assist shareholders in evaluating a Fund’s performance for the periods presented.

A-Class	Period Ended September 30, 2014^a			Year Ended March 31, 2014			Year Ended March 28, 2013			Year Ended March 31, 2012			Year Ended March 31, 2011			Year Ended March 31, 2010
Per Share Data
Net asset value, beginning of period	$	43.04		$	36.18		$	30.88		$	31.43		$	30.45		$	13.68
Income (loss) from investment operations:
Net investment income (loss)^b		.03			(.03	)		.07			.06			.02			.12
Net gain (loss) on investments (realized and unrealized)		(.32	)		7.08			5.23			(.61	)		3.64			16.75
Total from investment operations		(.29	)		7.05			5.30			(.55	)		3.66			16.87
Less distributions from:
Net investment income		—			(.19	)		—			—			(.17	)		(.10	)
Net realized gains		—			—			—			—			(2.51	)		—
Total distributions		—			(.19	)		—			—			(2.68	)		(.10	)
Net asset value, end of period	$	42.75		$	43.04		$	36.18		$	30.88		$	31.43		$	30.45

Total Return^c		(0.67	%)		19.49	%		17.16	%		(1.75	%)		12.81	%		123.41	%
Ratios/Supplemental Data
Net assets, end of period (in thousands)	$	1,360		$	2,357		$	1,571		$	6,817		$	785		$	10,888
Ratios to average net assets:
Net investment income (loss)		0.14	%		(0.06	%)		0.23	%		0.22	%		0.08	%		0.43	%
Total expenses		1.52	%		1.52	%		1.51	%		1.49	%		1.53	%		1.52	%
Portfolio turnover rate		214	%		506	%		757	%		619	%		407	%		443	%

C-Class	Period Ended September 30, 2014^a			Year Ended March 31, 2014			Year Ended March 28, 2013			Year Ended March 31, 2012			Year Ended March 31, 2011			Year Ended March 31, 2010
Per Share Data
Net asset value, beginning of period	$	39.48		$	33.46		$	28.78		$	29.53		$	28.96		$	13.12
Income (loss) from investment operations:
Net investment income (loss)^b		(.11	)		(.25	)		(.13	)		(.16	)		(.23	)		(.06	)
Net gain (loss) on investments (realized and unrealized)		(.30	)		6.46			4.81			(.59	)		3.48			16.00
Total from investment operations		(.41	)		6.21			4.68			(.75	)		3.25			15.94
Less distributions from:
Net investment income		—			(.19	)		—			—			(.17	)		(.10	)
Net realized gains		—			—			—			—			(2.51	)		—
Total distributions		—			(.19	)		—			—			(2.68	)		(.10	)
Net asset value, end of period	$	39.07		$	39.48		$	33.46		$	28.78		$	29.53		$	28.96

Total Return^c		(1.04	%)		18.57	%		16.26	%		(2.54	%)		12.03	%		121.59	%
Ratios/Supplemental Data
Net assets, end of period (in thousands)	$	3,565		$	2,207		$	3,413		$	2,194		$	2,311		$	2,478
Ratios to average net assets:
Net investment income (loss)		(0.56	%)		(0.71	%)		(0.45	%)		(0.60	%)		(0.83	%)		(0.24	%)
Total expenses		2.27	%		2.28	%		2.26	%		2.26	%		2.30	%		2.29	%
Portfolio turnover rate		214	%		506	%		757	%		619	%		407	%		443	%


SEE NOTES TO FINANCIAL STATEMENTS.	THE RYDEX FUNDS SEMI-ANNUAL REPORT \| 35

S&P MIDCAP 400^® PURE VALUE FUND

FINANCIAL HIGHLIGHTS (concluded)

This table is presented to show selected data for a share outstanding throughout each period and to assist shareholders in evaluating a Fund’s performance for the periods presented.

H-Class	Period Ended September 30, 2014^a			Year Ended March 31, 2014			Year Ended March 28, 2013			Year Ended March 31, 2012			Year Ended March 31, 2011			Year Ended March 31, 2010
Per Share Data
Net asset value, beginning of period	$	42.98		$	36.16		$	30.86		$	31.42		$	30.43		$	13.67
Income (loss) from investment operations:
Net investment income (loss)^b		.02			.06			.08			.01			(.06	)		.10
Net gain (loss) on investments (realized and unrealized)		(.31	)		6.95			5.22			(.57	)		3.73			16.76
Total from investment operations		(.29	)		7.01			5.30			(.56	)		3.67			16.86
Less distributions from:
Net investment income		—			(.19	)		—			—			(.17	)		(.10	)
Net realized gains		—			—			—			—			(2.51	)		—
Total distributions		—			(.19	)		—			—			(2.68	)		(.10	)
Net asset value, end of period	$	42.69		$	42.98		$	36.16		$	30.86		$	31.42		$	30.43

Total Return^c		(0.67	%)		19.39	%		17.17	%		(1.78	%)		12.85	%		123.43	%
Ratios/Supplemental Data
Net assets, end of period (in thousands)	$	10,383		$	10,563		$	78,237		$	18,838		$	54,206		$	199,458
Ratios to average net assets:
Net investment income (loss)		0.11	%		0.15	%		0.24	%		0.02	%		(0.19	%)		0.37	%
Total expenses		1.52	%		1.52	%		1.52	%		1.51	%		1.54	%		1.53	%
Portfolio turnover rate		214	%		506	%		757	%		619	%		407	%		443	%

^a	Unaudited figures for the period ended September 30, 2014. Percentage amounts for the period, except total return and portfolio turnover rate, have been annualized.
^b	Net investment income (loss) per share was computed using average shares outstanding throughout the period.
^c	Total return does not reflect the impact of any applicable sales charges and has not been annualized.


36 \| THE RYDEX FUNDS SEMI-ANNUAL REPORT	SEE NOTES TO FINANCIAL STATEMENTS.

FUND PROFILE (Unaudited)

September 30, 2014

S&P SMALLCAP 600^® PURE GROWTH FUND

OBJECTIVE: Seeks to provide investment results that match, before fees and expenses, the performance of a benchmark for small-cap growth securities on a daily basis. The Fund’s current benchmark is the S&P SmallCap 600^® Pure Growth Index (the “underlying index”).

Holdings Diversification (Market Exposure as % of Net Assets)

“Holdings Diversification (Market Exposure as % of Net Assets)” excludes any temporary cash investments.

Inception Dates:
A-Class	September 1, 2004
C-Class	February 20, 2004
H-Class	February 20, 2004

Ten Largest Holdings (% of Total Net Assets)
US Silica Holdings, Inc.	3.3%
Akorn, Inc.	2.2%
Repligen Corp.	2.0%
Saia, Inc.	1.6%
Multimedia Games Holding Company, Inc.	1.5%
Matrix Service Co.	1.5%
Carrizo Oil & Gas, Inc.	1.4%
Electronics for Imaging, Inc.	1.4%
Lithia Motors, Inc. — Class A	1.4%
Synergy Resources Corp.	1.3%
Top Ten Total	17.6%

“Ten Largest Holdings” exclude any temporary cash or derivative investments.


	THE RYDEX FUNDS SEMI-ANNUAL REPORT \| 37

SCHEDULE OF INVESTMENTS (Unaudited)	September 30, 2014
S&P SMALLCAP 600^® PURE GROWTH FUND

	Shares		Value

COMMON STOCKS† - 99.9%

FINANCIAL - 20.2%
MB Financial, Inc.		5,158	$	142,773
United Community Banks, Inc.		7,827		128,833
PrivateBancorp, Inc. — Class A		4,181		125,054
HCI Group, Inc.		3,359		120,890
Forestar Group, Inc.*		6,456		114,400
Pinnacle Financial Partners, Inc.		3,154		113,859
HFF, Inc. — Class A		3,757		108,765
BBCN Bancorp, Inc.		7,420		108,258
Virtus Investment Partners, Inc.		615		106,825
CoreSite Realty Corp.		3,220		105,841
Portfolio Recovery Associates, Inc.*		1,972		102,997
First Midwest Bancorp, Inc.		5,809		93,467
Encore Capital Group, Inc.*		2,105		93,273
Retail Opportunity Investments Corp.		6,303		92,654
Home BancShares, Inc.		3,044		89,524
Bank of the Ozarks, Inc.		2,800		88,256
MarketAxess Holdings, Inc.		1,390		85,985
BofI Holding, Inc.*		1,168		84,925
Oritani Financial Corp.		5,852		82,455
Sabra Health Care REIT, Inc.		3,360		81,715
Boston Private Financial Holdings, Inc.		5,971		73,981
Wilshire Bancorp, Inc.		7,679		70,877
Employers Holdings, Inc.		3,630		69,878
Evercore Partners, Inc. — Class A		1,325		62,275
Glacier Bancorp, Inc.		2,250		58,185
Texas Capital Bancshares, Inc.*		916		52,835
First Financial Bankshares, Inc.		1,082		30,069
Financial Engines, Inc.		780		26,688
eHealth, Inc.*		1,031		24,878
Total Financial				2,540,415

CONSUMER, NON-CYCLICAL - 18.3%
Akorn, Inc.*		7,511		272,424
Repligen Corp.*		12,639		251,642
Natus Medical, Inc.*		4,504		132,913
On Assignment, Inc.*		4,631		124,342
ABIOMED, Inc.*		4,535		112,604
Cambrex Corp.*		6,023		112,510
Anika Therapeutics, Inc.*		2,943		107,890
Acorda Therapeutics, Inc.*		3,140		106,383
Boston Beer Company, Inc. — Class A*		422		93,583
Cantel Medical Corp.		2,557		87,910
Prestige Brands Holdings, Inc.*		2,586		83,709
CryoLife, Inc.		7,410		73,137
Ligand Pharmaceuticals, Inc. — Class B*		1,498		70,391
Inter Parfums, Inc.		2,455		67,513
Capella Education Co.		1,076		67,357
CorVel Corp.*		1,728		58,838
Lannett Company, Inc.*		1,277		58,333
NuVasive, Inc.*		1,645		57,361
Cardtronics, Inc.*		1,448		50,970
Air Methods Corp.*		887		49,273
IPC The Hospitalist Company, Inc.*		1,066		47,746
Medicines Co.*		1,895		42,296
MAXIMUS, Inc.		974		39,087
SurModics, Inc.*		2,063		37,464
West Pharmaceutical Services, Inc.		755		33,794
American Public Education, Inc.*		1,145		30,904
Neogen Corp.*		623		24,609
Total Consumer, Non-cyclical				2,294,983

CONSUMER, CYCLICAL - 15.1%
Multimedia Games Holding Company, Inc.*		5,186		186,748
Lithia Motors, Inc. — Class A		2,301		174,163
MarineMax, Inc.*		7,884		132,845
Buffalo Wild Wings, Inc.*		833		111,846
Universal Electronics, Inc.*		2,187		107,972
Iconix Brand Group, Inc.*		2,340		86,440
Winnebago Industries, Inc.*		3,555		77,392
MWI Veterinary Supply, Inc.*		475		70,490
Arctic Cat, Inc.		1,980		68,944
Daktronics, Inc.		5,601		68,836
Pinnacle Entertainment, Inc.*		2,581		64,757
Red Robin Gourmet Burgers, Inc.*		1,073		61,054
Ruth’s Hospitality Group, Inc.		5,440		60,058
Sonic Corp.*		2,460		55,006
Wolverine World Wide, Inc.		2,171		54,405
Monarch Casino & Resort, Inc.*		4,364		51,975
Lumber Liquidators Holdings, Inc.*		889		51,011
Allegiant Travel Co. — Class A		396		48,969
Steven Madden Ltd.*		1,501		48,377
Scientific Games Corp. — Class A*		4,380		47,173
Movado Group, Inc.		1,414		46,747
Texas Roadhouse, Inc. — Class A		1,678		46,716
Papa John’s International, Inc.		1,125		44,989
La-Z-Boy, Inc.		2,003		39,639
Kirkland’s, Inc.*		2,393		38,551
First Cash Financial Services, Inc.*		559		31,293
Mobile Mini, Inc.		800		27,976
Total Consumer, Cyclical				1,904,372

INDUSTRIAL - 13.8%
Saia, Inc.*		3,948		195,663
Taser International, Inc.*		10,188		157,303
GenCorp, Inc.*		8,472		135,298
Dycom Industries, Inc.*		4,323		132,759
Methode Electronics, Inc.		3,175		117,062
PGT, Inc.*		12,152		113,257
Measurement Specialties, Inc.*		1,166		99,821
Federal Signal Corp.		7,491		99,181
DXP Enterprises, Inc.*		1,203		88,637
Era Group, Inc.*		3,556		77,343
AAON, Inc.		4,312		73,347
CIRCOR International, Inc.		963		64,839
EnerSys		976		57,233


38 \| THE RYDEX FUNDS SEMI-ANNUAL REPORT	SEE NOTES TO FINANCIAL STATEMENTS.

SCHEDULE OF INVESTMENTS (Unaudited)(continued)	September 30, 2014
S&P SMALLCAP 600^® PURE GROWTH FUND

	Shares		Value

Drew Industries, Inc.		1,285	$	54,214
Hillenbrand, Inc.		1,661		51,308
Advanced Energy Industries, Inc.*		2,652		49,831
FARO Technologies, Inc.*		921		46,741
Sturm Ruger & Company, Inc.1		819		39,877
Apogee Enterprises, Inc.		998		39,720
AZZ, Inc.		851		35,546
Total Industrial				1,728,980

TECHNOLOGY - 11.4%
Electronics for Imaging, Inc.*		3,945		174,251
iGATE Corp.*		3,440		126,316
Synchronoss Technologies, Inc.*		2,653		121,454
Virtusa Corp.*		3,310		117,704
Omnicell, Inc.*		3,940		107,680
Dealertrack Technologies, Inc.*		2,429		105,443
Manhattan Associates, Inc.*		3,140		104,939
Synaptics, Inc.*		1,429		104,603
j2 Global, Inc.		1,781		87,910
Monotype Imaging Holdings, Inc.		2,974		84,224
Tyler Technologies, Inc.*		843		74,521
Interactive Intelligence Group, Inc.*		1,636		68,385
Medidata Solutions, Inc.*		1,462		64,752
Blackbaud, Inc.		1,131		44,437
MTS Systems Corp.		650		44,369
Total Technology				1,430,988

ENERGY - 9.3%
Matrix Service Co.*		7,585		182,949
Carrizo Oil & Gas, Inc.*		3,273		176,153
Synergy Resources Corp.*		12,912		157,397
C&J Energy Services, Inc.*		4,580		139,919
Tesco Corp.		6,440		127,834
Stone Energy Corp.*		3,342		104,805
Newpark Resources, Inc.*		8,127		101,100
Flotek Industries, Inc.*		3,498		91,193
Northern Oil and Gas, Inc.*		5,116		72,750
Geospace Technologies Corp.*		490		17,224
Total Energy				1,171,324

COMMUNICATIONS - 6.7%
XO Group, Inc.*		11,836		132,683
CalAmp Corp.*		6,270		110,477
Harmonic, Inc.*		13,535		85,812
Blucora, Inc.*		5,108		77,846
Perficient, Inc.*		5,000		74,950
LogMeIn, Inc.*		1,488		68,552
EW Scripps Co. — Class A*		4,151		67,703
Stamps.com, Inc.*		1,812		57,549
NIC, Inc.		2,629		45,271
comScore, Inc.*		1,103		40,160
8x8, Inc.*		5,708		38,129
Lumos Networks Corp.		1,680		27,300
HealthStream, Inc.*		897		21,537
Total Communications				847,969

BASIC MATERIALS - 5.1%
US Silica Holdings, Inc.		6,650		415,692
KapStone Paper and Packaging Corp.*		4,576		127,991
HB Fuller Co.		933		37,040
Balchem Corp.		523		29,586
American Vanguard Corp.		2,596		29,075
Total Basic Materials				639,384

Total Common Stocks
(Cost $10,022,415)				12,558,415

	Face Amount

REPURCHASE AGREEMENTS††,2 - 0.2%
RBC Capital Markets issued 09/30/14 at (0.05)% due 10/01/14	$	10,779		10,779
Mizuho Financial Group, Inc. issued 09/30/14 at 0.01% due 10/01/14		6,301		6,301
UMB Financial Corp. issued 09/30/14 at 0.00% due 10/01/14		4,456		4,456
HSBC Group issued 09/30/14 at 0.00% due 10/01/14		2,781		2,781
Credit Suisse Group issued 09/30/14 at (0.05)% due 10/01/14		17		17
Total Repurchase Agreements
(Cost $24,334)				24,334


SEE NOTES TO FINANCIAL STATEMENTS.	THE RYDEX FUNDS SEMI-ANNUAL REPORT \| 39

SCHEDULE OF INVESTMENTS (Unaudited)(concluded)	September 30, 2014
S&P SMALLCAP 600^® PURE GROWTH FUND

	Face Amount		Value

SECURITIES LENDING COLLATERAL††,3 - 0.2%
Repurchase Agreements
HSBC Securities, Inc. issued 09/30/14 at 0.00% due 10/01/14	$	22,589	$	22,589
BNP Paribas Securities Corp. issued 09/30/14 at 0.00% due 10/01/14		3,703		3,703
Total Securities Lending Collateral
(Cost $26,292)				26,292

Total Investments - 100.3%
(Cost $10,073,041)			$	12,609,041
Other Assets & Liabilities, net - (0.3)%				(32,298	)
Total Net Assets - 100.0%			$	12,576,743

*	Non-income producing security.
†	Value determined based on Level 1 inputs — See Note 4.
††	Value determined based on Level 2 inputs — See Note 4.
1	All or portion of this security is on loan at September 30, 2014 — See Note 6.
2	Repurchase Agreements — See Note 5.
3	Securities lending collateral — See Note 6.
	REIT — Real Estate Investment Trust


40 \| THE RYDEX FUNDS SEMI-ANNUAL REPORT	SEE NOTES TO FINANCIAL STATEMENTS.

S&P SMALLCAP 600^® PURE GROWTH FUND

STATEMENT OF ASSETS AND LIABILITIES (Unaudited)
September 30, 2014

Assets:
Investments, at value - including $29,214 of securities loaned (cost $10,022,415)	$	12,558,415
Repurchase agreements, at value (cost $50,626)		50,626
Total investments (cost $10,073,041)		12,609,041
Segregated cash with broker		4,308
Receivables:
Securities sold		19,654
Dividends		5,070
Fund shares sold		4,480
Securities lending income		10
Total assets		12,642,563

Liabilities:
Payable for:
Upon return of securities loaned		30,600
Management fees		9,159
Fund shares redeemed		5,088
Distribution and service fees		4,728
Transfer agent and administrative fees		3,053
Portfolio accounting fees		1,222
Miscellaneous		11,970
Total liabilities		65,820
Net assets	$	12,576,743

Net assets consist of:
Paid in capital	$	13,586,421
Accumulated net investment loss		(190,340	)
Accumulated net realized loss on investments		(3,355,338	)
Net unrealized appreciation on investments		2,536,000
Net assets	$	12,576,743

A-Class:
Net assets	$	2,085,216
Capital shares outstanding		41,144
Net asset value per share	$	50.68
Maximum offering price per share (Net asset value divided by 95.25%)	$	53.21

C-Class:
Net assets	$	2,702,530
Capital shares outstanding		57,651
Net asset value per share	$	46.88

H-Class:
Net assets	$	7,788,997
Capital shares outstanding		153,708
Net asset value per share	$	50.67

STATEMENT OF OPERATIONS (Unaudited)
Period Ended September 30, 2014

Investment Income:
Dividends (net of foreign withholding tax of $211)	$	45,344
Income from securities lending, net		729
Interest		9
Total investment income		46,082

Expenses:
Management fees		64,133
Transfer agent and administrative fees		21,378
Distribution and service fees:
A-Class		6,170
C-Class		13,780
H-Class		11,763
Portfolio accounting fees		8,551
Registration fees		14,749
Trustees’ fees*		1,239
Custodian fees		997
Line of credit interest expense		235
Miscellaneous		(2,543	)
Total expenses		140,452
Net investment loss		(94,370	)

Net Realized and Unrealized Gain (Loss):
Net realized gain (loss) on:
Investments		1,681,666
Net realized gain		1,681,666
Net change in unrealized appreciation (depreciation) on:
Investments		(2,624,342	)
Net change in unrealized appreciation (depreciation)		(2,624,342	)
Net realized and unrealized loss		(942,676	)
Net decrease in net assets resulting from operations	$	(1,037,046	)

*	Relates to Trustees not deemed "interested persons" within the meaning of Section 2(a)(19) of the 1940 Act.


SEE NOTES TO FINANCIAL STATEMENTS.	THE RYDEX FUNDS SEMI-ANNUAL REPORT \| 41

S&P SMALLCAP 600^® PURE GROWTH FUND

STATEMENTS OF CHANGES IN NET ASSETS
	Period Ended September 30, 2014 (Unaudited)			Year Ended March 31, 2014
Increase (Decrease) in Net Assets from Operations:
Net investment loss	$	(94,370	)	$	(399,977	)
Net realized gain on investments		1,681,666			5,014,825
Net change in unrealized appreciation (depreciation) on investments		(2,624,342	)		3,155,012
Net increase (decrease) in net assets resulting from operations		(1,037,046	)		7,769,860

Capital share transactions:
Proceeds from sale of shares
A-Class		376,145			10,306,511
C-Class		870,447			6,653,049
H-Class		29,001,636			342,094,749
Cost of shares redeemed
A-Class		(5,399,095	)		(4,376,811	)
C-Class		(2,249,651	)		(6,385,674	)
H-Class		(37,514,329	)		(337,494,514	)
Net increase (decrease) from capital share transactions		(14,914,847	)		10,797,310
Net increase (decrease) in net assets		(15,951,893	)		18,567,170

Net assets:
Beginning of period		28,528,636			9,961,466
End of period	$	12,576,743		$	28,528,636
Accumulated net investment loss at end of period	$	(190,340	)	$	(95,970	)

Capital share activity:
Shares sold
A-Class		7,205			199,801
C-Class		17,830			143,830
H-Class		552,668			7,053,262
Shares redeemed
A-Class		(103,159	)		(86,422	)
C-Class		(46,912	)		(136,657	)
H-Class		(719,706	)		(6,871,867	)
Net increase (decrease) in shares		(292,074	)		301,947


42 \| THE RYDEX FUNDS SEMI-ANNUAL REPORT	SEE NOTES TO FINANCIAL STATEMENTS.

S&P SMALLCAP 600^® PURE GROWTH FUND

FINANCIAL HIGHLIGHTS

This table is presented to show selected data for a share outstanding throughout each period and to assist shareholders in evaluating a Fund’s performance for the periods presented.

A-Class	Period Ended September 30, 2014^a			Year Ended March 31, 2014			Year Ended March 28, 2013			Year Ended March 31, 2012			Year Ended March 31, 2011			Year Ended March 31, 2010
Per Share Data
Net asset value, beginning of period	$	52.99		$	41.94		$	37.97		$	36.06		$	28.49		$	16.93
Income (loss) from investment operations:
Net investment income (loss)^b		(.26	)		(.31	)		(.12	)		(.35	)		(.34	)		(.28	)
Net gain (loss) on investments (realized and unrealized)		(2.05	)		11.36			4.09			2.26			7.91			11.84
Total from investment operations		(2.31	)		11.05			3.97			1.91			7.57			11.56
Net asset value, end of period	$	50.68		$	52.99		$	41.94		$	37.97		$	36.06		$	28.49

Total Return^c		(4.36	%)		26.35	%		10.46	%		5.30	%		26.57	%		68.28	%
Ratios/Supplemental Data
Net assets, end of period (in thousands)	$	2,085		$	7,265		$	995		$	1,018		$	2,115		$	750
Ratios to average net assets:
Net investment income (loss)		(0.98	%)		(0.60	%)		(0.31	%)		(1.00	%)		(1.15	%)		(1.15	%)
Total expenses		1.52	%		1.53	%		1.51	%		1.52	%		1.54	%		1.54	%
Portfolio turnover rate		138	%		677	%		645	%		500	%		732	%		1,476	%

C-Class	Period Ended September 30, 2014^a			Year Ended March 31, 2014			Year Ended March 28, 2013			Year Ended March 31, 2012			Year Ended March 31, 2011			Year Ended March 31, 2010
Per Share Data
Net asset value, beginning of period	$	49.21		$	39.24		$	35.79		$	34.25		$	27.25		$	16.32
Income (loss) from investment operations:
Net investment income (loss)^b		(.42	)		(.66	)		(.42	)		(.57	)		(.54	)		(.42	)
Net gain (loss) on investments (realized and unrealized)		(1.91	)		10.63			3.87			2.11			7.54			11.35
Total from investment operations		(2.33	)		9.97			3.45			1.54			7.00			10.93
Net asset value, end of period	$	46.88		$	49.21		$	39.24		$	35.79		$	34.25		$	27.25

Total Return^c		(4.73	%)		25.41	%		9.64	%		4.50	%		25.69	%		66.97	%
Ratios/Supplemental Data
Net assets, end of period (in thousands)	$	2,703		$	4,268		$	3,122		$	2,568		$	3,072		$	1,658
Ratios to average net assets:
Net investment income (loss)		(1.74	%)		(1.46	%)		(1.17	%)		(1.71	%)		(1.80	%)		(1.82	%)
Total expenses		2.27	%		2.28	%		2.26	%		2.26	%		2.29	%		2.28	%
Portfolio turnover rate		138	%		677	%		645	%		500	%		732	%		1,476	%


SEE NOTES TO FINANCIAL STATEMENTS.	THE RYDEX FUNDS SEMI-ANNUAL REPORT \| 43

S&P SMALLCAP 600^® PURE GROWTH FUND

FINANCIAL HIGHLIGHTS (concluded)

This table is presented to show selected data for a share outstanding throughout each period and to assist shareholders in evaluating a Fund’s performance for the periods presented.

H-Class	Period Ended September 30, 2014^a			Year Ended March 31, 2014			Year Ended March 28, 2013			Year Ended March 31, 2012			Year Ended March 31, 2011			Year Ended March 31, 2010
Per Share Data
Net asset value, beginning of period	$	52.99		$	41.94		$	37.97		$	36.07		$	28.48		$	16.94
Income (loss) from investment operations:
Net investment income (loss)^b		(.26	)		(.38	)		(.31	)		(.39	)		(.34	)		(.25	)
Net gain (loss) on investments (realized and unrealized)		(2.06	)		11.43			4.28			2.29			7.93			11.79
Total from investment operations		(2.32	)		11.05			3.97			1.90			7.59			11.54
Net asset value, end of period	$	50.67		$	52.99		$	41.94		$	37.97		$	36.07		$	28.48

Total Return^c		(4.38	%)		26.35	%		10.46	%		5.27	%		26.65	%		68.12	%
Ratios/Supplemental Data
Net assets, end of period (in thousands)	$	7,789		$	16,996		$	5,844		$	29,214		$	92,084		$	10,072
Ratios to average net assets:
Net investment income (loss)		(0.98	%)		(0.77	%)		(0.81	%)		(1.10	%)		(1.07	%)		(1.05	%)
Total expenses		1.52	%		1.52	%		1.50	%		1.52	%		1.55	%		1.53	%
Portfolio turnover rate		138	%		677	%		645	%		500	%		732	%		1,476	%

^a	Unaudited figures for the period ended September 30, 2014. Percentage amounts for the period, except total return and portfolio turnover rate, have been annualized.
^b	Net investment income (loss) per share was computed using average shares outstanding throughout the period.
^c	Total return does not reflect the impact of any applicable sales charges and has not been annualized.


44 \| THE RYDEX FUNDS SEMI-ANNUAL REPORT	SEE NOTES TO FINANCIAL STATEMENTS.

FUND PROFILE (Unaudited)

September 30, 2014

S&P SMALLCAP 600^® PURE VALUE FUND

OBJECTIVE: Seeks to provide investment results that match, before fees and expenses, the performance of a benchmark for small-cap value securities on a daily basis. The Fund’s current benchmark is the S&P SmallCap 600^® Pure Value Index (the “underlying index”).

Holdings Diversification (Market Exposure as % of Net Assets)

“Holdings Diversification (Market Exposure as % of Net Assets)” excludes any temporary cash investments.

Inception Dates:
A-Class	September 1, 2004
C-Class	February 20, 2004
H-Class	February 20, 2004

Ten Largest Holdings (% of Total Net Assets)
Green Plains, Inc.	2.9%
Century Aluminum Co.	2.2%
Perry Ellis International, Inc.	1.9%
Pioneer Energy Services Corp.	1.7%
Sanmina Corp.	1.7%
Central Garden and Pet Co. — Class A	1.6%
ManTech International Corp. — Class A	1.5%
Cash America International, Inc.	1.4%
Seneca Foods Corp. — Class A	1.4%
Stewart Information Services Corp.	1.3%
Top Ten Total	17.6%

“Ten Largest Holdings” exclude any temporary cash or derivative investments.


	THE RYDEX FUNDS SEMI-ANNUAL REPORT \| 45

SCHEDULE OF INVESTMENTS (Unaudited)	September 30, 2014
S&P SMALLCAP 600^® PURE VALUE FUND

	Shares		Value

COMMON STOCKS† - 99.9%

CONSUMER, CYCLICAL - 21.3%
Perry Ellis International, Inc.*		8,985	$	182,845
Cash America International, Inc.		3,015		132,057
EZCORP, Inc. — Class A*		10,970		108,713
Group 1 Automotive, Inc.		1,429		103,903
Regis Corp.		5,572		88,929
M/I Homes, Inc.*		4,369		86,594
Sonic Automotive, Inc. — Class A		3,410		83,579
Fred’s, Inc. — Class A		5,720		80,080
Brown Shoe Company, Inc.		2,700		73,250
SkyWest, Inc.		9,269		72,113
Stage Stores, Inc.		4,190		71,691
Titan International, Inc.		6,059		71,618
United Stationers, Inc.		1,864		70,030
ScanSource, Inc.*		2,010		69,526
Superior Industries International, Inc.		3,944		69,138
VOXX International Corp. — Class A*		7,411		68,922
Ruby Tuesday, Inc.*		10,803		63,630
Marcus Corp.		3,920		61,936
Pep Boys-Manny Moe & Jack*		6,654		59,287
Christopher & Banks Corp.*		5,800		57,361
Biglari Holdings, Inc.*		138		46,887
Stein Mart, Inc.		3,998		46,177
Genesco, Inc.*		605		45,224
Big 5 Sporting Goods Corp.		4,567		42,793
Standard Pacific Corp.*		4,970		37,225
Children’s Place, Inc.		706		33,648
Crocs, Inc.*		2,393		30,104
Meritage Homes Corp.*		820		29,110
Finish Line, Inc. — Class A		923		23,103
Aeropostale, Inc.*		2,683		8,827
Total Consumer, Cyclical				2,018,300

CONSUMER, NON-CYCLICAL - 19.5%
Central Garden and Pet Co. — Class A*		18,461		148,426
Seneca Foods Corp. — Class A*		4,591		131,303
Molina Healthcare, Inc.*		2,668		112,856
CDI Corp.		7,576		110,004
PharMerica Corp.*		4,371		106,784
Cross Country Healthcare, Inc.*		9,979		92,705
Kindred Healthcare, Inc.		4,558		88,425
Magellan Health, Inc.*		1,553		84,996
Kelly Services, Inc. — Class A		5,334		83,584
ABM Industries, Inc.		3,218		82,670
SpartanNash Co.		4,242		82,507
Monster Worldwide, Inc.*		14,622		80,421
LHC Group, Inc.*		2,964		68,765
Almost Family, Inc.*		2,248		61,078
Sanderson Farms, Inc.		680		59,806
Brink’s Co.		2,440		58,658
Heidrick & Struggles International, Inc.		2,787		57,245
Viad Corp.		2,431		50,200
Career Education Corp.*		9,878		50,180
Insperity, Inc.		1,645		44,974
AMN Healthcare Services, Inc.*		2,260		35,482
Invacare Corp.		2,957		34,922
Healthways, Inc.*		2,173		34,811
Alliance One International, Inc.*		14,932		29,416
Resources Connection, Inc.		1,991		27,755
Korn/Ferry International*		990		24,651
Total Consumer, Non-cyclical				1,842,624

INDUSTRIAL - 17.0%
Sanmina Corp.*		7,500		156,451
Benchmark Electronics, Inc.*		4,563		101,344
Atlas Air Worldwide Holdings, Inc.*		3,058		100,975
Griffon Corp.		8,269		94,184
Boise Cascade Co.*		2,784		83,910
EMCOR Group, Inc.		2,028		81,039
Olympic Steel, Inc.		3,888		79,976
Hub Group, Inc. — Class A*		1,878		76,116
Aegion Corp. — Class A*		3,401		75,672
Universal Forest Products, Inc.		1,697		72,479
Bel Fuse, Inc. — Class B		2,834		70,113
AAR Corp.		2,651		64,021
TTM Technologies, Inc.*		8,890		60,541
AM Castle & Co.*		5,687		48,567
Plexus Corp.*		1,292		47,714
Astec Industries, Inc.		1,170		42,670
Kaman Corp.		1,050		41,265
Briggs & Stratton Corp.		2,261		40,743
Gibraltar Industries, Inc.*		2,890		39,564
Curtiss-Wright Corp.		553		36,454
Matson, Inc.		1,370		34,291
Rofin-Sinar Technologies, Inc.*		1,380		31,823
Mueller Industries, Inc.		1,110		31,679
Quanex Building Products Corp.		1,568		28,365
UTI Worldwide, Inc.*		2,623		27,882
National Presto Industries, Inc.		395		23,980
Orion Marine Group, Inc.*		2,200		21,956
Total Industrial				1,613,774

FINANCIAL - 10.6%
Stewart Information Services Corp.		4,230		124,150
Piper Jaffray Cos.*		1,895		98,995
United Fire Group, Inc.		2,834		78,700
Calamos Asset Management, Inc. — Class A		6,755		76,129
Navigators Group, Inc.*		1,210		74,414
Infinity Property & Casualty Corp.		1,095		70,091
Horace Mann Educators Corp.		2,057		58,645
Safety Insurance Group, Inc.		950		51,215
Wintrust Financial Corp.		1,086		48,512
Meadowbrook Insurance Group, Inc.		7,663		44,829
Susquehanna Bancshares, Inc.		4,458		44,580
Capstead Mortgage Corp.		3,634		44,480
Selective Insurance Group, Inc.		1,945		43,062


46 \| THE RYDEX FUNDS SEMI-ANNUAL REPORT	SEE NOTES TO FINANCIAL STATEMENTS.

SCHEDULE OF INVESTMENTS (Unaudited)(continued)	September 30, 2014
S&P SMALLCAP 600^® PURE VALUE FUND

	Shares		Value

Brookline Bancorp, Inc.		4,338	$	37,090
SWS Group, Inc.*		4,048		27,891
ProAssurance Corp.		616		27,147
Provident Financial Services, Inc.		1,658		27,141
FNB Corp.		2,140		25,659
Total Financial				1,002,730

TECHNOLOGY - 10.0%
ManTech International Corp. — Class A		5,200		140,140
Engility Holdings, Inc.*		3,608		112,461
CACI International, Inc. — Class A*		1,465		104,411
Super Micro Computer, Inc.*		3,499		102,941
Insight Enterprises, Inc.*		4,336		98,124
Ciber, Inc.*		25,843		88,641
SYNNEX Corp.*		1,363		88,091
Kulicke & Soffa Industries, Inc.*		2,556		36,372
Ebix, Inc.1		2,330		33,039
Diodes, Inc.*		1,340		32,053
Brooks Automation, Inc.		2,920		30,689
Rudolph Technologies, Inc.*		3,186		28,833
Mercury Systems, Inc.*		2,426		26,710
Digi International, Inc.*		3,231		24,233
Total Technology				946,738

ENERGY - 7.8%
Green Plains, Inc.		7,467		279,192
Pioneer Energy Services Corp.*		11,338		158,959
Exterran Holdings, Inc.		1,940		85,961
Swift Energy Co.*,1		6,579		63,158
Cloud Peak Energy, Inc.*		4,982		62,872
Gulf Island Fabrication, Inc.		2,364		40,661
Arch Coal, Inc.		11,646		24,690
SEACOR Holdings, Inc.*		285		21,318
Total Energy				736,811

BASIC MATERIALS - 6.8%
Century Aluminum Co.*		7,910		205,422
Materion Corp.		3,174		97,347
Kaiser Aluminum Corp.		960		73,171
A. Schulman, Inc.		1,923		69,536
Clearwater Paper Corp.*		680		40,876
Neenah Paper, Inc.		605		32,355
PH Glatfelter Co.		1,413		31,015
Zep, Inc.		2,044		28,658
Kraton Performance Polymers, Inc.*		1,430		25,468
OM Group, Inc.		753		19,540
Stepan Co.		380		16,864
Total Basic Materials				640,252

COMMUNICATIONS - 4.8%
Black Box Corp.		4,983		116,203
Scholastic Corp.		3,024		97,736
Anixter International, Inc.		689		58,455
Spok Holdings, Inc.		3,498		45,509
Oplink Communications, Inc.		2,456		41,310
NETGEAR, Inc.*		1,273		39,781
Atlantic Tele-Network, Inc.		701		37,784
Sizmek, Inc.*		2,418		18,715
Total Communications				455,493

UTILITIES - 2.1%
New Jersey Resources Corp.		1,154		58,288
Avista Corp.		1,887		57,610
Laclede Group, Inc.		722		33,501
NorthWestern Corp.		625		28,350
UIL Holdings Corp.		687		24,320
Total Utilities				202,069

Total Common Stocks
(Cost $7,061,380)				9,458,791

	Face Amount

REPURCHASE AGREEMENTS††,2 - 0.4%
RBC Capital Markets issued 09/30/14 at (0.05)% due 10/01/14	$	17,519		17,519
Mizuho Financial Group, Inc. issued 09/30/14 at 0.01% due 10/01/14		10,244		10,244
UMB Financial Corp. issued 09/30/14 at 0.00% due 10/01/14		7,244		7,244
HSBC Group issued 09/30/14 at 0.00% due 10/01/14		4,520		4,520
Credit Suisse Group issued 09/30/14 at (0.05)% due 10/01/14		27		27
Total Repurchase Agreements
(Cost $39,554)				39,554


SEE NOTES TO FINANCIAL STATEMENTS.	THE RYDEX FUNDS SEMI-ANNUAL REPORT \| 47

SCHEDULE OF INVESTMENTS (Unaudited)(concluded)	September 30, 2014
S&P SMALLCAP 600^® PURE VALUE FUND

	Face Amount		Value

SECURITIES LENDING COLLATERAL††,3 - 0.7%
Repurchase Agreements
HSBC Securities, Inc. issued 09/30/14 at 0.00% due 10/01/14	$	55,696	$	55,696
BNP Paribas Securities Corp. issued 09/30/14 at 0.00% due 10/01/14		9,131		9,131
Total Securities Lending Collateral
(Cost $64,827)				64,827

Total Investments - 101.0%
(Cost $7,165,761)			$	9,563,172
Other Assets & Liabilities, net - (1.0)%				(98,626	)
Total Net Assets - 100.0%			$	9,464,546

*	Non-income producing security.
†	Value determined based on Level 1 inputs — See Note 4.
††	Value determined based on Level 2 inputs — See Note 4.
1	All or portion of this security is on loan at September 30, 2014 — See Note 6.
2	Repurchase Agreements — See Note 5.
3	Securities lending collateral — See Note 6.


48 \| THE RYDEX FUNDS SEMI-ANNUAL REPORT	SEE NOTES TO FINANCIAL STATEMENTS.

S&P SMALLCAP 600^® PURE VALUE FUND

STATEMENT OF ASSETS AND LIABILITIES (Unaudited)
September 30, 2014

Assets:
Investments, at value - including $69,728 of securities loaned (cost $7,061,380)	$	9,458,791
Repurchase agreements, at value (cost $104,381)		104,381
Total investments (cost $7,165,761)		9,563,172
Segregated cash with broker		10,623
Receivables:
Fund shares sold		9,894
Dividends		6,363
Securities lending income		306
Total assets		9,590,358

Liabilities:
Payable for:
Upon return of securities loaned		75,450
Fund shares redeemed		25,098
Management fees		7,439
Distribution and service fees		4,062
Transfer agent and administrative fees		2,480
Portfolio accounting fees		992
Miscellaneous		10,291
Total liabilities		125,812
Net assets	$	9,464,546

Net assets consist of:
Paid in capital	$	36,340,428
Accumulated net investment loss		(99,477	)
Accumulated net realized loss on investments		(29,173,816	)
Net unrealized appreciation on investments		2,397,411
Net assets	$	9,464,546

A-Class:
Net assets	$	865,997
Capital shares outstanding		36,516
Net asset value per share	$	23.72
Maximum offering price per share (Net asset value divided by 95.25%)	$	24.90

C-Class:
Net assets	$	2,470,750
Capital shares outstanding		117,600
Net asset value per share	$	21.01

H-Class:
Net assets	$	6,127,799
Capital shares outstanding		259,395
Net asset value per share	$	23.62

STATEMENT OF OPERATIONS (Unaudited)
Period Ended September 30, 2014

Investment Income:
Dividends	$	83,109
Income from securities lending, net		2,033
Interest		8
Total investment income		85,150

Expenses:
Management fees		64,725
Transfer agent and administrative fees		21,575
Distribution and service fees:
A-Class		1,362
C-Class		17,376
H-Class		15,869
Portfolio accounting fees		8,630
Registration fees		10,125
Custodian fees		1,006
Trustees’ fees*		959
Line of credit interest expense		234
Miscellaneous		2,422
Total expenses		144,283
Net investment loss		(59,133	)

Net Realized and Unrealized Gain (Loss):
Net realized gain (loss) on:
Investments		1,265,202
Net realized gain		1,265,202
Net change in unrealized appreciation (depreciation) on:
Investments		(2,425,029	)
Net change in unrealized appreciation (depreciation)		(2,425,029	)
Net realized and unrealized loss		(1,159,827	)
Net decrease in net assets resulting from operations	$	(1,218,960	)

*	Relates to Trustees not deemed "interested persons" within the meaning of Section 2(a)(19) of the 1940 Act.


SEE NOTES TO FINANCIAL STATEMENTS.	THE RYDEX FUNDS SEMI-ANNUAL REPORT \| 49

S&P SMALLCAP 600^® PURE VALUE FUND

STATEMENTS OF CHANGES IN NET ASSETS
	Period Ended September 30, 2014 (Unaudited)			Year Ended March 31, 2014
Increase (Decrease) in Net Assets from Operations:
Net investment loss	$	(59,133	)	$	(127,130	)
Net realized gain on investments		1,265,202			4,060,418
Net change in unrealized appreciation (depreciation) on investments		(2,425,029	)		346,408
Net increase (decrease) in net assets resulting from operations		(1,218,960	)		4,279,696

Capital share transactions:
Proceeds from sale of shares
A-Class		583,398			1,058,772
C-Class		1,081,587			4,733,420
H-Class		48,945,692			217,271,980
Cost of shares redeemed
A-Class		(651,407	)		(1,936,024	)
C-Class		(2,832,866	)		(5,294,994	)
H-Class		(64,353,565	)		(228,428,263	)
Net decrease from capital share transactions		(17,227,161	)		(12,595,109	)
Net decrease in net assets		(18,446,121	)		(8,315,413	)

Net assets:
Beginning of period		27,910,667			36,226,080
End of period	$	9,464,546		$	27,910,667
Accumulated net investment loss at end of period	$	(99,477	)	$	(40,344	)

Capital share activity:
Shares sold
A-Class		23,167			47,370
C-Class		48,562			232,036
H-Class		1,960,728			9,393,903
Shares redeemed
A-Class		(26,268	)		(87,067	)
C-Class		(128,843	)		(258,641	)
H-Class		(2,577,187	)		(10,096,699	)
Net decrease in shares		(699,841	)		(769,098	)


50 \| THE RYDEX FUNDS SEMI-ANNUAL REPORT	SEE NOTES TO FINANCIAL STATEMENTS.

S&P SMALLCAP 600^® PURE VALUE FUND

FINANCIAL HIGHLIGHTS

This table is presented to show selected data for a share outstanding throughout each period and to assist shareholders in evaluating a Fund’s performance for the periods presented.

A-Class	Period Ended September 30, 2014^a			Year Ended March 31, 2014			Year Ended March 28, 2013			Year Ended March 31, 2012			Year Ended March 31, 2011			Year Ended March 31, 2010
Per Share Data
Net asset value, beginning of period	$	25.66		$	19.55		$	17.07		$	17.42		$	19.60		$	11.08
Income (loss) from investment operations:
Net investment income (loss)^b		(.07	)		(.09	)		(.01	)		(.12	)		(.13	)		(.13	)
Net gain (loss) on investments (realized and unrealized)		(1.87	)		6.20			2.49			(.23	)		1.20			15.44
Total from investment operations		(1.94	)		6.11			2.48			(.35	)		1.07			15.31
Less distributions from:
Net investment income		—			—			—			—			—			(.03	)
Net realized gains		—			—			—			—			(3.25	)		(6.76	)
Total distributions		—			—			—			—			(3.25	)		(6.79	)
Net asset value, end of period	$	23.72		$	25.66		$	19.55		$	17.07		$	17.42		$	19.60

Total Return^c		(7.56	%)		31.25	%		14.53	%		(2.01	%)		6.98	%		150.09	%
Ratios/Supplemental Data
Net assets, end of period (in thousands)	$	866		$	1,016		$	1,551		$	961		$	8,845		$	5,529
Ratios to average net assets:
Net investment income (loss)		(0.52	%)		(0.39	%)		(0.08	%)		(0.71	%)		(0.73	%)		(0.62	%)
Total expenses		1.52	%		1.52	%		1.51	%		1.53	%		1.53	%		1.53	%
Portfolio turnover rate		237	%		658	%		655	%		744	%		692	%		443	%

C-Class	Period Ended September 30, 2014^a			Year Ended March 31, 2014			Year Ended March 28, 2013			Year Ended March 31, 2012			Year Ended March 31, 2011			Year Ended March 31, 2010
Per Share Data
Net asset value, beginning of period	$	22.81		$	17.51		$	15.40		$	15.85		$	18.27		$	10.62
Income (loss) from investment operations:
Net investment income (loss)^b		(.15	)		(.22	)		(.13	)		(.20	)		(.23	)		(.27	)
Net gain (loss) on investments (realized and unrealized)		(1.65	)		5.52			2.24			(.25	)		1.06			14.71
Total from investment operations		(1.80	)		5.30			2.11			(.45	)		.83			14.44
Less distributions from:
Net investment income		—			—			—			—			—			(.03	)
Net realized gains		—			—			—			—			(3.25	)		(6.76	)
Total distributions		—			—			—			—			(3.25	)		(6.79	)
Net asset value, end of period	$	21.01		$	22.81		$	17.51		$	15.40		$	15.85		$	18.27

Total Return^c		(7.89	%)		30.27	%		13.70	%		(2.84	%)		6.12	%		148.23	%
Ratios/Supplemental Data
Net assets, end of period (in thousands)	$	2,471		$	4,514		$	3,932		$	1,955		$	2,243		$	8,999
Ratios to average net assets:
Net investment income (loss)		(1.31	%)		(1.10	%)		(0.84	%)		(1.39	%)		(1.37	%)		(1.39	%)
Total expenses		2.27	%		2.27	%		2.26	%		2.26	%		2.28	%		2.28	%
Portfolio turnover rate		237	%		658	%		655	%		744	%		692	%		443	%


SEE NOTES TO FINANCIAL STATEMENTS.	THE RYDEX FUNDS SEMI-ANNUAL REPORT \| 51

S&P SMALLCAP 600^® PURE VALUE FUND

FINANCIAL HIGHLIGHTS (concluded)

This table is presented to show selected data for a share outstanding throughout each period and to assist shareholders in evaluating a Fund’s performance for the periods presented.

H-Class	Period Ended September 30, 2014^a			Year Ended March 31, 2014			Year Ended March 28, 2013			Year Ended March 31, 2012			Year Ended March 31, 2011			Year Ended March 31, 2010
Per Share Data
Net asset value, beginning of period	$	25.55		$	19.47		$	17.00		$	17.38		$	19.57		$	11.07
Income (loss) from investment operations:
Net investment income (loss)^b		(.07	)		(.06	)		(.06	)		(.11	)		(.11	)		(.12	)
Net gain (loss) on investments (realized and unrealized)		(1.86	)		6.14			2.53			(.27	)		1.17			15.41
Total from investment operations		(1.93	)		6.08			2.47			(.38	)		1.06			15.29
Less distributions from:
Net investment income		—			—			—			—			—			(.03	)
Net realized gains		—			—			—			—			(3.25	)		(6.76	)
Total distributions		—			—			—			—			(3.25	)		(6.79	)
Net asset value, end of period	$	23.62		$	25.55		$	19.47		$	17.00		$	17.38		$	19.57

Total Return^c		(7.55	%)		31.23	%		14.53	%		(2.19	%)		6.94	%		150.07	%
Ratios/Supplemental Data
Net assets, end of period (in thousands)	$	6,128		$	22,380		$	30,743		$	24,298		$	15,980		$	216,500
Ratios to average net assets:
Net investment income (loss)		(0.53	%)		(0.25	%)		(0.32	%)		(0.69	%)		(0.56	%)		(0.62	%)
Total expenses		1.52	%		1.53	%		1.51	%		1.49	%		1.54	%		1.54	%
Portfolio turnover rate		237	%		658	%		655	%		744	%		692	%		443	%

^a	Unaudited figures for the period ended September 30, 2014. Percentage amounts for the period, except total return and portfolio turnover rate, have been annualized.
^b	Net investment income (loss) per share was computed using average shares outstanding throughout the period.
^c	Total return does not reflect the impact of any applicable sales charges and has not been annualized.


52 \| THE RYDEX FUNDS SEMI-ANNUAL REPORT	SEE NOTES TO FINANCIAL STATEMENTS.

FUND PROFILE (Unaudited)

September 30, 2014

EUROPE 1.25x STRATEGY FUND

OBJECTIVE: Seeks to provide investment results that correlate, before fees and expenses, to the performance of a specific benchmark. The Fund’s current benchmark is 125% of the fair value of the STOXX Europe 50^® Index (the “underlying index”).

Holdings Diversification (Market Exposure as % of Net Assets)

“Holdings Diversification (Market Exposure as % of Net Assets)” excludes any temporary cash investments.

Inception Dates:
A-Class	March 31, 2004
C-Class	May 10, 2001
H-Class	May 8, 2000

Ten Largest Holdings (% of Total Net Assets)
Nestle S.A. ADR	2.3%
Novartis AG ADR	2.3%
Roche Holding AG ADR	1.9%
HSBC Holdings plc ADR	1.8%
Total S.A. ADR	1.5%
Royal Dutch Shell plc — Class A ADR	1.4%
Sanofi ADR	1.3%
BP plc ADR	1.3%
Bayer AG ADR	1.1%
Banco Santander S.A, ADR	1.1%
Top Ten Total	16.0%

“Ten Largest Holdings” exclude any temporary cash or derivative investments.

COUNTRY DIVERSIFICATION

At September 30, 2014, the investment diversification of the Fund by country was as follows:

Country	% of Common Stocks	Value
United Kingdom	35.4%	$1,178,311
Switzerland	22.7%	757,979
Germany	15.2%	505,225
France	11.2%	373,783
Spain	6.2%	205,492
Netherlands	2.9%	98,024
Belgium	2.1%	70,168
Other	4.3%	143,167
Total Common Stocks	100.0%	$3,332,149


	THE RYDEX FUNDS SEMI-ANNUAL REPORT \| 53

SCHEDULE OF INVESTMENTS (Unaudited)	September 30, 2014
EUROPE 1.25x STRATEGY FUND

	Shares		Value

COMMON STOCKS† - 38.9%

CONSUMER, NON-CYCLICAL - 15.1%
Nestle S.A. ADR		2,647	$	194,898
Novartis AG ADR		2,061		194,001
Roche Holding AG ADR		4,484		165,863
Sanofi ADR		1,981		111,788
Bayer AG ADR		690		96,676
GlaxoSmithKline plc ADR		2,016		92,676
British American Tobacco plc ADR		779		88,089
AstraZeneca plc ADR		1,064		76,012
Anheuser-Busch InBev N.V. ADR		633		70,168
Diageo plc ADR		522		60,239
Unilever N.V. — Class Y		1,326		52,616
Reckitt Benckiser Group plc ADR		2,726		47,405
Unilever plc ADR		1,123		47,054
Total Consumer, Non-cyclical				1,297,485

FINANCIAL - 9.3%
HSBC Holdings plc ADR		3,101		157,778
Banco Santander S.A. ADR1		10,014		95,133
BNP Paribas S.A. ADR		1,893		62,318
Allianz SE ADR		3,776		60,869
Banco Bilbao Vizcaya Argentaria S.A. ADR		4,998		59,976
Lloyds Banking Group plc ADR*,1		10,972		55,299
UBS AG		2,990		51,936
Barclays plc ADR		3,350		49,614
Prudential plc ADR		1,081		48,115
ING Groep N.V. ADR*		3,200		45,408
Credit Suisse Group AG ADR		1,376		38,033
Deutsche Bank AG		1,024		35,697
Zurich Insurance Group AG ADR		1,183		35,264
Total Financial				795,440

ENERGY - 5.4%
Total S.A. ADR		1,951		125,741
Royal Dutch Shell plc — Class A ADR		1,610		122,569
BP plc ADR		2,508		110,227
BG Group plc ADR		2,831		52,487
Eni SpA ADR		1,107		52,306
Total Energy				463,330

BASIC MATERIALS - 2.4%
BASF SE ADR		775		70,967
Rio Tinto plc ADR		1,013		49,819
BHP Billiton Ltd. ADR		830		48,870
Air Liquide S.A. ADR		1,562		37,988
Total Basic Materials				207,644

COMMUNICATIONS - 2.4%
Vodafone Group plc ADR		2,254		74,134
Telefonica S.A. ADR		3,278		50,383
BT Group plc ADR		683		41,991
Deutsche Telekom AG ADR		2,460		37,195
Total Communications				203,703

INDUSTRIAL - 1.9%
Siemens AG ADR		681		81,087
ABB Ltd. ADR		1,925		43,139
Schneider Electric SE ADR		2,358		35,948
Total Industrial				160,174

CONSUMER, CYCLICAL - 1.2%
Daimler AG ADR		836		63,779
Cie Financiere Richemont S.A. ADR		4,286		34,845
Total Consumer, Cyclical				98,624

TECHNOLOGY - 0.7%
SAP SE ADR		817		58,955

UTILITIES - 0.5%
National Grid plc ADR		651		46,794

Total Common Stocks
(Cost $2,750,188)				3,332,149

MUTUAL FUNDS†,2 - 21.6%
Guggenheim Strategy Fund I		74,544		1,856,879
Total Mutual Funds
(Cost $1,857,483)				1,856,879

	Face Amount

REPURCHASE AGREEMENTS††,3 - 23.7%
RBC Capital Markets issued 09/30/14 at (0.05)% due 10/01/14	$	901,287		901,287
Mizuho Financial Group, Inc. issued 09/30/14 at 0.01% due 10/01/14		526,991		526,991
UMB Financial Corp. issued 09/30/14 at 0.00% due 10/01/14		372,664		372,664
HSBC Group issued 09/30/14 at 0.00% due 10/01/14		232,540		232,540
Credit Suisse Group issued 09/30/14 at (0.05)% due 10/01/14		1,387		1,387
Total Repurchase Agreements
(Cost $2,034,869)				2,034,869


54 \| THE RYDEX FUNDS SEMI-ANNUAL REPORT	SEE NOTES TO FINANCIAL STATEMENTS.

SCHEDULE OF INVESTMENTS (Unaudited)(concluded)	September 30, 2014
EUROPE 1.25x STRATEGY FUND

	Face Amount		Value

SECURITIES LENDING COLLATERAL††,4 - 0.9%
Repurchase Agreements
HSBC Securities, Inc. issued 09/30/14 at 0.00% due 10/01/14	$	67,622	$	67,622
BNP Paribas Securities Corp. issued 09/30/14 at 0.00% due 10/01/14		11,086		11,086
Total Securities Lending Collateral
(Cost $78,708)				78,708

Total Investments - 85.1%
(Cost $6,721,248)			$	7,302,605
Other Assets & Liabilities, net - 14.9%				1,279,338
Total Net Assets - 100.0%			$	8,581,943

	Contracts		Unrealized Loss

EQUITY FUTURES CONTRACTS PURCHASED††
December 2014 STOXX 50 Index Futures Contracts (Aggregate Value of Contracts $7,401,124)		192	$	(5,522	)

CURRENCY FUTURES CONTRACTS PURCHASED†
December 2014 Euro FX Futures Contracts (Aggregate Value of Contracts $7,424,238)		47	$	(133,894	)

*	Non-income producing security.
†	Value determined based on Level 1 inputs — See Note 4.
††	Value determined based on Level 2 inputs — See Note 4.
1	All or portion of this security is on loan at September 30, 2014 — See Note 6.
2	Investment in a product that is managed by and/or pays a management fee to a party related to the Adviser — See Note 11.
3	Repurchase Agreements — See Note 5.
4	Securities lending collateral — See Note 6.
	ADR — American Depositary Receipt
	plc — Public Limited Company


SEE NOTES TO FINANCIAL STATEMENTS.	THE RYDEX FUNDS SEMI-ANNUAL REPORT \| 55

EUROPE 1.25x STRATEGY FUND

STATEMENT OF ASSETS AND LIABILITIES (Unaudited)
September 30, 2014

Assets:
Investments, at value - including $88,986 of securities loaned (cost $4,607,671)	$	5,189,028
Repurchase agreements, at value (cost $2,113,577)		2,113,577
Total investments (cost $6,721,248)		7,302,605
Segregated cash with broker		604,586
Cash		118,198
Receivables:
Fund shares sold		774,431
Foreign taxes reclaim		14,941
Dividends		12,965
Swap settlement		7,771
Securities lending income		50
Total assets		8,835,547

Liabilities:
Foreign currency, at value (cost $118,161)		117,674
Payable for:
Upon return of securities loaned		91,606
Fund shares redeemed		19,213
Management fees		7,387
Variation margin		7,373
Distribution and service fees		2,427
Transfer agent and administrative fees		2,052
Portfolio accounting fees		821
Miscellaneous		5,051
Total liabilities		253,604
Net assets	$	8,581,943

Net assets consist of:
Paid in capital	$	19,327,209
Undistributed net investment income		83,764
Accumulated net realized loss on investments and foreign currency		(11,271,458	)
Net unrealized appreciation on investments and foreign currency		442,428
Net assets	$	8,581,943

A-Class:
Net assets	$	1,044,109
Capital shares outstanding		62,532
Net asset value per share	$	16.70
Maximum offering price per share (Net asset value divided by 95.25%)	$	17.53

C-Class:
Net assets	$	1,440,930
Capital shares outstanding		97,117
Net asset value per share	$	14.84

H-Class:
Net assets	$	6,096,904
Capital shares outstanding		368,173
Net asset value per share	$	16.56

STATEMENT OF OPERATIONS (Unaudited)
Period Ended September 30, 2014

Investment Income:
Dividends (net of foreign withholding tax of $7,946)	$	180,785
Income from securities lending, net		498
Interest		241
Total investment income		181,524

Expenses:
Management fees		62,256
Transfer agent and administrative fees		17,293
Distribution and service fees:
A-Class		1,783
C-Class		5,615
H-Class		14,107
Portfolio accounting fees		6,917
Registration fees		8,083
Custodian fees		809
Trustees’ fees*		759
Line of credit interest expense		120
Tax expense		85
Miscellaneous		6,368
Total expenses		124,195
Net investment income		57,329

Net Realized and Unrealized Gain (Loss):
Net realized gain (loss) on:
Investments		565,384
Swap agreements		5,462
Futures contracts		167,637
Foreign currency		(5,828	)
Net realized gain		732,655
Net change in unrealized appreciation (depreciation) on:
Investments		(746,511	)
Futures contracts		(303,694	)
Foreign currency		392
Net change in unrealized appreciation (depreciation)		(1,049,813	)
Net realized and unrealized loss		(317,158	)
Net decrease in net assets resulting from operations	$	(259,829	)

*	Relates to Trustees not deemed "interested persons" within the meaning of Section 2(a)(19) of the 1940 Act.


56 \| THE RYDEX FUNDS SEMI-ANNUAL REPORT	SEE NOTES TO FINANCIAL STATEMENTS.

EUROPE 1.25x STRATEGY FUND

STATEMENTS OF CHANGES IN NET ASSETS
	Period Ended September 30, 2014 (Unaudited)			Year Ended March 31, 2014
Increase (Decrease) in Net Assets from Operations:
Net investment income	$	57,329		$	62,852
Net realized gain on investments and foreign currency		732,655			1,358,485
Net change in unrealized appreciation (depreciation) on investments and foreign currency		(1,049,813	)		1,364,932
Net increase (decrease) in net assets resulting from operations		(259,829	)		2,786,269

Capital share transactions:
Proceeds from sale of shares
A-Class		857,582			52,743,507
C-Class		10,779,961			7,218,044
H-Class		94,356,124			207,864,838
Cost of shares redeemed
A-Class		(2,312,770	)		(54,374,701	)
C-Class		(9,798,649	)		(7,224,756	)
H-Class		(99,679,790	)		(209,443,547	)
Net decrease from capital share transactions		(5,797,542	)		(3,216,615	)
Net decrease in net assets		(6,057,371	)		(430,346	)

Net assets:
Beginning of period		14,639,314			15,069,660
End of period	$	8,581,943		$	14,639,314
Undistributed net investment income at end of period	$	83,764		$	26,435

Capital share activity:
Shares sold
A-Class		48,255			3,372,060
C-Class		679,375			497,359
H-Class		5,364,768			13,214,764
Shares redeemed
A-Class		(132,362	)		(3,501,903	)
C-Class		(616,728	)		(494,056	)
H-Class		(5,665,920	)		(13,302,797	)
Net decrease in shares		(322,612	)		(214,573	)


SEE NOTES TO FINANCIAL STATEMENTS.	THE RYDEX FUNDS SEMI-ANNUAL REPORT \| 57

EUROPE 1.25x STRATEGY FUND

FINANCIAL HIGHLIGHTS

This table is presented to show selected data for a share outstanding throughout each period and to assist shareholders in evaluating a Fund’s performance for the periods presented.

A-Class	Period Ended September 30, 2014^a			Year Ended March 31, 2014			Year Ended March 28, 2013			Year Ended March 31, 2012			Year Ended March 31, 2011			Year Ended March 31, 2010
Per Share Data
Net asset value, beginning of period	$	17.40		$	14.16		$	12.57		$	14.06		$	14.18		$	8.36
Income (loss) from investment operations:
Net investment income (loss)^b		.07			.16			(.03	)		.10			.08			.04
Net gain (loss) on investments (realized and unrealized)		(.77	)		3.08			1.65			(1.59	)		(.20	)		5.78
Total from investment operations		(.70	)		3.24			1.62			(1.49	)		(.12	)		5.82
Less distributions from:
Net investment income		—			—			(.03	)		—			—			—
Total distributions		—			—			(.03	)		—			—			—
Net asset value, end of period	$	16.70		$	17.40		$	14.16		$	12.57		$	14.06		$	14.18

Total Return^c		(4.02	%)		22.88	%		12.92	%		(10.60	%)		(0.85	%)		69.62	%
Ratios/Supplemental Data
Net assets, end of period (in thousands)	$	1,044		$	2,551		$	3,916		$	694		$	455		$	463
Ratios to average net assets:
Net investment income (loss)		0.83	%		1.00	%		(0.23	%)		0.77	%		0.66	%		0.33	%
Total expenses^d		1.74	%		1.72	%		1.67	%		1.67	%		1.69	%		1.66	%
Portfolio turnover rate		208	%		654	%		903	%		318	%		515	%		1,353	%

C-Class	Period Ended September 30, 2014^a			Year Ended March 31, 2014			Year Ended March 28, 2013			Year Ended March 31, 2012			Year Ended March 31, 2011			Year Ended March 31, 2010
Per Share Data
Net asset value, beginning of period	$	15.52		$	12.89		$	11.53		$	12.97		$	13.17		$	7.83
Income (loss) from investment operations:
Net investment income (loss)^b		(.03	)		(.07	)		(.10	)		—	^e		.03			(.04	)
Net gain (loss) on investments (realized and unrealized)		(.65	)		2.70			1.49			(1.44	)		(.23	)		5.38
Total from investment operations		(.68	)		2.63			1.39			(1.44	)		(.20	)		5.34
Less distributions from:
Net investment income		—			—			(.03	)		—			—			—
Total distributions		—			—			(.03	)		—			—			—
Net asset value, end of period	$	14.84		$	15.52		$	12.89		$	11.53		$	12.97		$	13.17

Total Return^c		(4.38	%)		20.40	%		12.09	%		(11.10	%)		(1.52	%)		68.20	%
Ratios/Supplemental Data
Net assets, end of period (in thousands)	$	1,441		$	535		$	402		$	439		$	638		$	2,111
Ratios to average net assets:
Net investment income (loss)		(0.34	%)		(0.48	%)		(0.83	%)		0.03	%		0.22	%		(0.36	%)
Total expenses^d		2.49	%		2.47	%		2.42	%		2.43	%		2.43	%		2.42	%
Portfolio turnover rate		208	%		654	%		903	%		318	%		515	%		1,353	%


58 \| THE RYDEX FUNDS SEMI-ANNUAL REPORT	SEE NOTES TO FINANCIAL STATEMENTS.

EUROPE 1.25x STRATEGY FUND

FINANCIAL HIGHLIGHTS (concluded)

This table is presented to show selected data for a share outstanding throughout each period and to assist shareholders in evaluating a Fund’s performance for the periods presented.

H-Class	Period Ended September 30, 2014^a			Year Ended March 31, 2014			Year Ended March 28, 2013			Year Ended March 31, 2012			Year Ended March 31, 2011			Year Ended March 31, 2010
Per Share Data
Net asset value, beginning of period	$	17.26		$	14.20		$	12.59		$	14.06		$	14.20		$	8.36
Income (loss) from investment operations:
Net investment income (loss)^b		.08			.03			(.02	)		.16			.09			.03
Net gain (loss) on investments (realized and unrealized)		(.78	)		3.03			1.66			(1.63	)		(.23	)		5.81
Total from investment operations		(.70	)		3.06			1.64			(1.47	)		(.14	)		5.84
Less distributions from:
Net investment income		—			—			(.03	)		—			—			—
Total distributions		—			—			(.03	)		—			—			—
Net asset value, end of period	$	16.56		$	17.26		$	14.20		$	12.59		$	14.06		$	14.20

Total Return^c		(4.06	%)		21.55	%		13.06	%		(10.46	%)		(0.99	%)		69.86	%
Ratios/Supplemental Data
Net assets, end of period (in thousands)	$	6,097		$	11,553		$	10,752		$	7,759		$	23,238		$	6,989
Ratios to average net assets:
Net investment income (loss)		0.95	%		0.19	%		(0.18	%)		1.22	%		0.70	%		0.21	%
Total expenses^d		1.73	%		1.71	%		1.67	%		1.68	%		1.69	%		1.70	%
Portfolio turnover rate		208	%		654	%		903	%		318	%		515	%		1,353	%

^a	Unaudited figures for the period ended September 30, 2014. Percentage amounts for the period, except total return and portfolio turnover rate, have been annualized.
^b	Net investment income (loss) per share was computed using average shares outstanding throughout the period.
^c	Total return does not reflect the impact of any applicable sales charges and has not been annualized.
^d	Does not include expenses of the underlying funds in which the Fund invests.
^e	Net investment income is less than $0.01 per share.


SEE NOTES TO FINANCIAL STATEMENTS.	THE RYDEX FUNDS SEMI-ANNUAL REPORT \| 59

FUND PROFILE (Unaudited)

September 30, 2014

JAPAN 2x STRATEGY FUND

OBJECTIVE: Seeks to provide investment results that correlate, before fees and expenses, to the performance of a specific benchmark. The Fund’s current benchmark is 200% of the fair value of the Nikkei-225 Stock Average Index (the “underlying index”).

Holdings Diversification (Market Exposure as % of Net Assets)

“Holdings Diversification (Market Exposure as % of Net Assets)” excludes any temporary cash investments.

Inception Dates:
A-Class	February 22, 2008
C-Class	February 22, 2008
H-Class	February 22, 2008

The Fund invests principally in derivative investments such as futures contracts.


60 \| THE RYDEX FUNDS SEMI-ANNUAL REPORT

SCHEDULE OF INVESTMENTS (Unaudited)	September 30, 2014
JAPAN 2x STRATEGY FUND

	Shares		Value

MUTUAL FUNDS†,1 - 26.4%
Guggenheim Strategy Fund I		52,256	$	1,301,707
Total Mutual Funds
(Cost $1,302,590)				1,301,707

	Face Amount

REPURCHASE AGREEMENTS††,2 - 79.7%
RBC Capital Markets issued 09/30/14 at (0.05)% due 10/01/14	$	1,737,356		1,737,356
Mizuho Financial Group, Inc. issued 09/30/14 at 0.01% due 10/01/14		1,015,850		1,015,850
UMB Financial Corp. issued 09/30/14 at 0.00% due 10/01/14		718,362		718,362
HSBC Group issued 09/30/14 at 0.00% due 10/01/14		448,253		448,253
Credit Suisse Group issued 09/30/14 at (0.05)% due 10/01/14		2,673		2,673
Total Repurchase Agreements
(Cost $3,922,494)				3,922,494

Total Investments - 106.1%
(Cost $5,225,084)			$	5,224,201
Other Assets & Liabilities, net - (6.1)%				(301,554	)
Total Net Assets - 100.0%			$	4,922,647

	Contracts		Unrealized Gain (Loss)

EQUITY FUTURES CONTRACTS PURCHASED†
December 2014 Nikkei-225 (CME) Index Futures Contracts (Aggregate Value of Contracts $9,813,100)		121	$	301,784

CURRENCY FUTURES CONTRACTS PURCHASED†
December 2014 Japanese Yen Futures Contracts (Aggregate Value of Contracts $9,808,300)		86		(209,694	)

†	Value determined based on Level 1 inputs — See Note 4.
††	Value determined based on Level 2 inputs — See Note 4.
1	Investment in a product that is managed by and/or pays a management fee to a party related to the Adviser — See Note 11.
2	Repurchase Agreements — See Note 5.


SEE NOTES TO FINANCIAL STATEMENTS.	THE RYDEX FUNDS SEMI-ANNUAL REPORT \| 61

JAPAN 2x STRATEGY FUND

STATEMENT OF ASSETS AND LIABILITIES (Unaudited)
September 30, 2014

Assets:
Investments, at value (cost $1,302,590)	$	1,301,707
Repurchase agreements, at value (cost $3,922,494)		3,922,494
Total investments (cost $5,225,084)		5,224,201
Segregated cash with broker		232,869
Receivables:
Fund shares sold		77,754
Swap settlement		9,434
Dividends		1,222
Total assets		5,545,480

Liabilities:
Payable for:
Fund shares redeemed		541,536
Variation margin		72,637
Management fees		2,821
Distribution and service fees		1,008
Transfer agent and administrative fees		940
Portfolio accounting fees		376
Miscellaneous		3,515
Total liabilities		622,833
Net assets	$	4,922,647

Net assets consist of:
Paid in capital	$	6,218,814
Accumulated net investment loss		(49,362	)
Accumulated net realized loss on investments		(1,338,012	)
Net unrealized appreciation on investments		91,207
Net assets	$	4,922,647

A-Class:
Net assets	$	1,996,100
Capital shares outstanding		99,396
Net asset value per share	$	20.08
Maximum offering price per share (Net asset value divided by 95.25%)	$	21.08

C-Class:
Net assets	$	325,133
Capital shares outstanding		16,919
Net asset value per share	$	19.22

H-Class:
Net assets	$	2,601,414
Capital shares outstanding		129,066
Net asset value per share	$	20.15

STATEMENT OF OPERATIONS (Unaudited)
Period Ended September 30, 2014

Investment Income:
Dividends	$	5,417
Interest		227
Total investment income		5,644

Expenses:
Management fees		15,699
Transfer agent and administrative fees		5,233
Distribution and service fees:
A-Class		731
C-Class		841
H-Class		4,292
Portfolio accounting fees		2,093
Registration fees		2,497
Custodian fees		245
Trustees’ fees*		221
Miscellaneous		1,664
Total expenses		33,516
Net investment loss		(27,872	)

Net Realized and Unrealized Gain (Loss):
Net realized gain (loss) on:
Investments		(1,605	)
Swap agreements		6,633
Futures contracts		332,577
Net realized gain		337,605
Net change in unrealized appreciation (depreciation) on:
Investments		(883	)
Futures contracts		(173,712	)
Net change in unrealized appreciation (depreciation)		(174,595	)
Net realized and unrealized gain		163,010
Net increase in net assets resulting from operations	$	135,138

*	Relates to Trustees not deemed "interested persons" within the meaning of Section 2(a)(19) of the 1940 Act.


62 \| THE RYDEX FUNDS SEMI-ANNUAL REPORT	SEE NOTES TO FINANCIAL STATEMENTS.

JAPAN 2x STRATEGY FUND

STATEMENTS OF CHANGES IN NET ASSETS
	Period Ended September 30, 2014 (Unaudited)			Year Ended March 31, 2014
Increase (Decrease) in Net Assets from Operations:
Net investment loss	$	(27,872	)	$	(137,800	)
Net realized gain on investments		337,605			1,292,015
Net change in unrealized appreciation (depreciation) on investments		(174,595	)		(1,252,929	)
Net increase (decrease) in net assets resulting from operations		135,138			(98,714	)

Capital share transactions:
Proceeds from sale of shares
A-Class		3,476,337			8,428,575
C-Class		5,255,437			9,557,083
H-Class		28,762,135			130,777,601
Cost of shares redeemed
A-Class		(2,102,240	)		(10,200,315	)
C-Class		(5,038,363	)		(9,548,823	)
H-Class		(29,398,155	)		(136,373,860	)
Net increase (decrease) from capital share transactions		955,151			(7,359,739	)
Net increase (decrease) in net assets		1,090,289			(7,458,453	)

Net assets:
Beginning of period		3,832,358			11,290,811
End of period	$	4,922,647		$	3,832,358
Accumulated net investment loss at end of period	$	(49,362	)	$	(21,490	)

Capital share activity:
Shares sold
A-Class		170,936			414,164
C-Class		277,072			492,346
H-Class		1,454,366			6,516,305
Shares redeemed
A-Class		(103,881	)		(498,277	)
C-Class		(265,752	)		(501,406	)
H-Class		(1,485,488	)		(6,873,237	)
Net increase (decrease) in shares		47,253			(450,105	)


SEE NOTES TO FINANCIAL STATEMENTS.	THE RYDEX FUNDS SEMI-ANNUAL REPORT \| 63

JAPAN 2x STRATEGY FUND

FINANCIAL HIGHLIGHTS

This table is presented to show selected data for a share outstanding throughout each period and to assist shareholders in evaluating a Fund’s performance for the periods presented.

A-Class	Period Ended September 30, 2014^a			Year Ended March 31, 2014			Year Ended March 28, 2013			Year Ended March 31, 2012			Year Ended March 31, 2011			Year Ended March 31, 2010
Per Share Data
Net asset value, beginning of period	$	19.31		$	17.39		$	15.45		$	14.95		$	16.49		$	9.01
Income (loss) from investment operations:
Net investment income (loss)^b		(.13	)		(.31	)		(.20	)		(.22	)		(.24	)		(.19	)
Net gain (loss) on investments (realized and unrealized)		.90			2.23			2.14			.72			(1.30	)		7.67
Total from investment operations		.77			1.92			1.94			.50			(1.54	)		7.48
Net asset value, end of period	$	20.08		$	19.31		$	17.39		$	15.45		$	14.95		$	16.49

Total Return^c		3.99	%		11.04	%		12.56	%		3.34	%		(9.34	%)		83.02	%
Ratios/Supplemental Data
Net assets, end of period (in thousands)	$	1,996		$	624		$	2,025		$	1,428		$	5,931		$	2,234
Ratios to average net assets:
Net investment income (loss)		(1.29	%)		(1.50	%)		(1.40	%)		(1.49	%)		(1.45	%)		(1.42	%)
Total expenses^d		1.57	%		1.52	%		1.51	%		1.51	%		1.55	%		1.53	%
Portfolio turnover rate		—			—			—			—			—			—

C-Class	Period Ended September 30, 2014^a			Year Ended March 31, 2014			Year Ended March 28, 2013			Year Ended March 31, 2012			Year Ended March 31, 2011			Year Ended March 31, 2010
Per Share Data
Net asset value, beginning of period	$	18.49		$	16.76		$	14.99		$	14.60		$	16.23		$	8.94
Income (loss) from investment operations:
Net investment income (loss)^b		(.20	)		(.43	)		(.29	)		(.31	)		(.31	)		(.31	)
Net gain (loss) on investments (realized and unrealized)		.93			2.16			2.06			.70			(1.32	)		7.60
Total from investment operations		.73			1.73			1.77			.39			(1.63	)		7.29
Net asset value, end of period	$	19.22		$	18.49		$	16.76		$	14.99		$	14.60		$	16.23

Total Return^c		3.95	%		10.32	%		11.81	%		2.67	%		(10.04	%)		81.54	%
Ratios/Supplemental Data
Net assets, end of period (in thousands)	$	325		$	104		$	246		$	140		$	189		$	432
Ratios to average net assets:
Net investment income (loss)		(2.07	%)		(2.25	%)		(2.15	%)		(2.23	%)		(2.18	%)		(2.20	%)
Total expenses^d		2.32	%		2.27	%		2.25	%		2.26	%		2.29	%		2.28	%
Portfolio turnover rate		—			—			—			—			—			—


64 \| THE RYDEX FUNDS SEMI-ANNUAL REPORT	SEE NOTES TO FINANCIAL STATEMENTS.

JAPAN 2x STRATEGY FUND

FINANCIAL HIGHLIGHTS (concluded)

This table is presented to show selected data for a share outstanding throughout each period and to assist shareholders in evaluating a Fund’s performance for the periods presented.

H-Class	Period Ended September 30, 2014^a			Year Ended March 31, 2014			Year Ended March 28, 2013			Year Ended March 31, 2012			Year Ended March 31, 2011			Year Ended March 31, 2010
Per Share Data
Net asset value, beginning of period	$	19.38		$	17.44		$	15.49		$	14.98		$	16.48		$	9.01
Income (loss) from investment operations:
Net investment income (loss)^b		(.13	)		(.30	)		(.20	)		(.22	)		(.23	)		(.21	)
Net gain (loss) on investments (realized and unrealized)		.90			2.24			2.15			.73			(1.27	)		7.68
Total from investment operations		.77			1.94			1.95			.51			(1.50	)		7.47
Net asset value, end of period	$	20.15		$	19.38		$	17.44		$	15.49		$	14.98		$	16.48

Total Return^c		3.97	%		11.12	%		12.59	%		3.40	%		(9.10	%)		82.91	%
Ratios/Supplemental Data
Net assets, end of period (in thousands)	$	2,601		$	3,104		$	9,020		$	4,574		$	5,356		$	5,414
Ratios to average net assets:
Net investment income (loss)		(1.30	%)		(1.50	%)		(1.40	%)		(1.48	%)		(1.44	%)		(1.44	%)
Total expenses^d		1.57	%		1.52	%		1.50	%		1.51	%		1.54	%		1.53	%
Portfolio turnover rate		—			—			—			—			—			—

^a	Unaudited figures for the period ended September 30, 2014. Percentage amounts for the period, except total return and portfolio turnover rate, have been annualized.
^b	Net investment income (loss) per share was computed using average shares outstanding throughout the period.
^c	Total return does not reflect the impact of any applicable sales charges and has not been annualized.
^d	Does not include expenses of the underlying funds in which the Fund invests.


SEE NOTES TO FINANCIAL STATEMENTS.	THE RYDEX FUNDS SEMI-ANNUAL REPORT \| 65

FUND PROFILE (Unaudited)

September 30, 2014

STRENGTHENING DOLLAR 2x STRATEGY FUND

OBJECTIVE: Seeks to provide investment results that match the performance of a specific benchmark, before fees and expenses, on a daily basis. The Fund’s current benchmark is 200% of the performance of the U.S. Dollar Index^® (the “underlying index”). The Fund does not seek to achieve its investment objective over a period of time greater than one day.

Holdings Diversification (Market Exposure as % of Net Assets)

“Holdings Diversification (Market Exposure as % of Net Assets)” excludes any temporary cash investments.

Inception Dates:
A-Class	May 25, 2005
C-Class	May 25, 2005
H-Class	May 25, 2005

The Fund invests principally in derivative investments such as swap agreements and futures contracts.


66 \| THE RYDEX FUNDS SEMI-ANNUAL REPORT

SCHEDULE OF INVESTMENTS (Unaudited)	September 30, 2014
STRENGTHENING DOLLAR 2x STRATEGY FUND

	Shares		Value

MUTUAL FUNDS† - 49.3%
Guggenheim Strategy Fund II1		621,837	$	15,483,749
Guggenheim Strategy Fund I2		620,132		15,447,484
Total Mutual Funds
(Cost $30,947,633)				30,931,233

	Face Amount

REPURCHASE AGREEMENTS††,3 - 23.5%
RBC Capital Markets issued 09/30/14 at (0.05)% due 10/01/14	$	6,347,091		6,347,091
Mizuho Financial Group, Inc. issued 09/30/14 at 0.01% due 10/01/14		3,711,213		3,711,213
UMB Financial Corp. issued 09/30/14 at 0.00% due 10/01/14		2,624,396		2,624,396
HSBC Group issued 09/30/14 at 0.00% due 10/01/14		1,637,604		1,637,604
Credit Suisse Group issued 09/30/14 at (0.05)% due 10/01/144		409,765		409,765
Total Repurchase Agreements
(Cost $14,730,069)				14,730,069

Total Investments - 72.8%
(Cost $45,677,702)			$	45,661,302
Other Assets & Liabilities, net - 27.2%				17,047,755
Total Net Assets - 100.0%			$	62,709,057

	Contracts		Unrealized Gain

CURRENCY FUTURES CONTRACTS PURCHASED†
December 2014 U.S. Dollar Index Futures Contracts (Aggregate Value of Contracts $93,869,640)		1,091	$	1,757,945

	Units

OTC CURRENCY INDEX SWAP AGREEMENTS††
Goldman Sachs International November 2014 U.S. Dollar Index Swap, Terminating 11/28/145 (Notional Value $31,829,725)		370,235	$	1,295,161

†	Value determined based on Level 1 inputs — See Note 4.
††	Value determined based on Level 2 inputs — See Note 4.
1	Affiliated issuer — See Note 11.
2	Investment in a product that is managed by and/or pays a management fee to a party related to the Adviser — See Note 11.
3	Repurchase Agreements — See Note 5.
4	All or a portion of this security is pledged as currency index swap collateral at September 30, 2014.
5	Total Return based on U.S. Dollar Index +/- financing at a variable rate.


SEE NOTES TO FINANCIAL STATEMENTS.	THE RYDEX FUNDS SEMI-ANNUAL REPORT \| 67

STRENGTHENING DOLLAR 2x STRATEGY FUND

STATEMENT OF ASSETS AND LIABILITIES (Unaudited)
September 30, 2014

Assets:
Investments in unaffiliated issuers, at value (cost $15,453,696)	$	15,447,484
Investments in affiliated issuers, at value (cost $15,493,937)		15,483,749
Repurchase agreements, at value (cost $14,730,069)		14,730,069
Total investments (cost $45,677,702)		45,661,302
Cash		12,335,217
Segregated cash with broker		2,981,878
Unrealized appreciation on swap agreements		1,295,161
Receivables:
Fund shares sold		426,415
Variation margin		350,831
Swap settlement		142,739
Dividends		24,101
Total assets		63,217,644

Liabilities:
Payable for:
Fund shares redeemed		372,127
Management fees		49,027
Distribution and service fees		14,846
Transfer agent and administrative fees		13,619
Portfolio accounting fees		5,447
Miscellaneous		53,521
Total liabilities		508,587
Net assets	$	62,709,057

Net assets consist of:
Paid in capital	$	79,302,247
Accumulated net investment loss		(365,227	)
Accumulated net realized loss on investments		(19,264,669	)
Net unrealized appreciation on investments		3,036,706
Net assets	$	62,709,057

A-Class:
Net assets	$	8,492,117
Capital shares outstanding		195,595
Net asset value per share	$	43.42
Maximum offering price per share (Net asset value divided by 95.25%)	$	45.59

C-Class:
Net assets	$	2,702,976
Capital shares outstanding		67,077
Net asset value per share	$	40.30

H-Class:
Net assets	$	51,513,964
Capital shares outstanding		1,191,087
Net asset value per share	$	43.25

STATEMENT OF OPERATIONS (Unaudited)
Period Ended September 30, 2014

Investment Income:
Dividends from securities of unaffiliated issuers	$	62,740
Dividends from securities of affiliated issuers		8,269
Interest		2,026
Total investment income		73,035

Expenses:
Management fees		173,556
Transfer agent and administrative fees		48,210
Distribution and service fees:
A-Class		5,623
C-Class		9,967
H-Class		40,095
Portfolio accounting fees		19,284
Custodian fees		2,256
Trustees’ fees*		908
Miscellaneous		38,786
Total expenses		338,685
Net investment loss		(265,650	)

Net Realized and Unrealized Gain (Loss):
Net realized gain (loss) on:
Investments in unaffiliated issuers		(18,212	)
Investments in affiliated issuers		(6,063	)
Swap agreements		558,684
Futures contracts		3,686,123
Net realized gain		4,220,532
Net change in unrealized appreciation (depreciation) on:
Investments in unaffiliated issuers		(6,212	)
Investments in affiliated issuers		(10,188	)
Swap agreements		1,312,710
Futures contracts		1,584,620
Net change in unrealized appreciation (depreciation)		2,880,930
Net realized and unrealized gain		7,101,462
Net increase in net assets resulting from operations	$	6,835,812

*	Relates to Trustees not deemed "interested persons" within the meaning of Section 2(a)(19) of the 1940 Act.


68 \| THE RYDEX FUNDS SEMI-ANNUAL REPORT	SEE NOTES TO FINANCIAL STATEMENTS.

STRENGTHENING DOLLAR 2x STRATEGY FUND

STATEMENTS OF CHANGES IN NET ASSETS
	Period Ended September 30, 2014 (Unaudited)			Year Ended March 31, 2014
Increase (Decrease) in Net Assets from Operations:
Net investment loss	$	(265,650	)	$	(387,321	)
Net realized gain (loss) on investments		4,220,532			(3,258,413	)
Net change in unrealized appreciation (depreciation) on investments		2,880,930			(133,507	)
Net increase (decrease) in net assets resulting from operations		6,835,812			(3,779,241	)

Capital share transactions:
Proceeds from sale of shares
A-Class		20,403,664			32,997,383
C-Class		4,383,938			13,018,069
H-Class		233,148,425			97,506,138
Cost of shares redeemed
A-Class		(16,183,902	)		(38,741,873	)
C-Class		(4,012,341	)		(14,153,109	)
H-Class		(197,275,997	)		(97,374,129	)
Net increase (decrease) from capital share transactions		40,463,787			(6,747,521	)
Net increase (decrease) in net assets		47,299,599			(10,526,762	)

Net assets:
Beginning of period		15,409,458			25,936,220
End of period	$	62,709,057		$	15,409,458
Accumulated net investment loss at end of period	$	(365,227	)	$	(99,577	)

Capital share activity:
Shares sold
A-Class		514,957			815,939	*
C-Class		118,945			341,309	*
H-Class		5,886,547			2,436,518	*
Shares redeemed
A-Class		(411,829	)		(967,356	)*
C-Class		(110,589	)		(370,508	)*
H-Class		(4,951,012	)		(2,462,181	)*
Net increase (decrease) in shares		1,047,019			(206,279	)*

*	Reverse share split — Capital share activity for the period presented through February 7, 2014 has been restated to reflect a 1:3 reverse share split effective February 7, 2014. See Note 13 in Notes to Financial Statements.


SEE NOTES TO FINANCIAL STATEMENTS.	THE RYDEX FUNDS SEMI-ANNUAL REPORT \| 69

STRENGTHENING DOLLAR 2x STRATEGY FUND

FINANCIAL HIGHLIGHTS

This table is presented to show selected data for a share outstanding throughout each period and to assist shareholders in evaluating a Fund’s performance for the periods presented.

A-Class	Period Ended September 30, 2014^a			Year Ended March 31, 2014^e			Year Ended March 28, 2013^e			Year Ended March 31, 2012^e			Year Ended March 31, 2011^e			Year Ended March 31, 2010^e
Per Share Data
Net asset value, beginning of period	$	38.36		$	42.75		$	40.35		$	40.39		$	49.15		$	58.93
Income (loss) from investment operations:
Net investment income (loss)^b		(.27	)		(.69	)		(.63	)		(.66	)		(.75	)		(.75	)
Net gain (loss) on investments (realized and unrealized)		5.33			(3.70	)		3.03			.62			(8.01	)		(9.03	)
Total from investment operations		5.06			(4.39	)		2.40			(.04	)		(8.76	)		(9.78	)
Net asset value, end of period	$	43.42		$	38.36		$	42.75		$	40.35		$	40.39		$	49.15

Total Return^c		13.19	%		(10.27	%)		5.95	%		(0.07	%)		(17.83	%)		(16.60	%)
Ratios/Supplemental Data
Net assets, end of period (in thousands)	$	8,492		$	3,547		$	10,427		$	6,875		$	6,115		$	16,833
Ratios to average net assets:
Net investment income (loss)		(1.36	%)		(1.72	%)		(1.53	%)		(1.62	%)		(1.55	%)		(1.57	%)
Total expenses^d		1.71	%		1.74	%		1.66	%		1.68	%		1.71	%		1.67	%
Portfolio turnover rate		552	%		—			—			—			—			—

C-Class	Period Ended September 30, 2014^a			Year Ended March 31, 2014^e			Year Ended March 28, 2013^e			Year Ended March 31, 2012^e			Year Ended March 31, 2011^e			Year Ended March 31, 2010^e
Per Share Data
Net asset value, beginning of period	$	35.74		$	40.15		$	38.14		$	38.48		$	47.21		$	57.02
Income (loss) from investment operations:
Net investment income (loss)^b		(.38	)		(.94	)		(.90	)		(.90	)		(1.05	)		(1.08	)
Net gain (loss) on investments (realized and unrealized)		4.94			(3.47	)		2.91			.56			(7.68	)		(8.73	)
Total from investment operations		4.56			(4.41	)		2.01			(.34	)		(8.73	)		(9.81	)
Net asset value, end of period	$	40.30		$	35.74		$	40.15		$	38.14		$	38.48		$	47.21

Total Return^c		12.76	%		(10.96	%)		5.27	%		(0.94	%)		(18.49	%)		(17.20	%)
Ratios/Supplemental Data
Net assets, end of period (in thousands)	$	2,703		$	2,099		$	3,530		$	4,091		$	4,028		$	10,594
Ratios to average net assets:
Net investment income (loss)		(2.11	%)		(2.48	%)		(2.29	%)		(2.36	%)		(2.29	%)		(2.31	%)
Total expenses^d		2.46	%		2.50	%		2.42	%		2.44	%		2.46	%		2.42	%
Portfolio turnover rate		552	%		—			—			—			—			—


70 \| THE RYDEX FUNDS SEMI-ANNUAL REPORT	SEE NOTES TO FINANCIAL STATEMENTS.

STRENGTHENING DOLLAR 2x STRATEGY FUND

FINANCIAL HIGHLIGHTS (concluded)

This table is presented to show selected data for a share outstanding throughout each period and to assist shareholders in evaluating a Fund’s performance for the periods presented.

H-Class	Period Ended September 30, 2014^a			Year Ended March 31, 2014^e			Year Ended March 28, 2013^e			Year Ended March 31, 2012^e			Year Ended March 31, 2011^e			Year Ended March 31, 2010^e
Per Share Data
Net asset value, beginning of period	$	38.21		$	42.60		$	40.17		$	40.20		$	48.92		$	58.67
Income (loss) from investment operations:
Net investment income (loss)^b		(.26	)		(.69	)		(.63	)		(.66	)		(.75	)		(.75	)
Net gain (loss) on investments (realized and unrealized)		5.30			(3.70	)		3.06			.63			(7.97	)		(9.00	)
Total from investment operations		5.04			(4.39	)		2.43			(.03	)		(8.72	)		(9.75	)
Net asset value, end of period	$	43.25		$	38.21		$	42.60		$	40.17		$	40.20		$	48.92

Total Return^c		13.19	%		(10.31	%)		6.05	%		(0.07	%)		(17.84	%)		(16.62	%)
Ratios/Supplemental Data
Net assets, end of period (in thousands)	$	51,514		$	9,764		$	11,979		$	21,982		$	20,733		$	60,944
Ratios to average net assets:
Net investment income (loss)		(1.33	%)		(1.72	%)		(1.53	%)		(1.62	%)		(1.55	%)		(1.57	%)
Total expenses^d		1.72	%		1.74	%		1.66	%		1.69	%		1.72	%		1.67	%
Portfolio turnover rate		552	%		—			—			—			—			—

^a	Unaudited figures for the period ended September 30, 2014. Percentage amounts for the period, except total return and portfolio turnover rate, have been annualized.
^b	Net investment income (loss) per share was computed using average shares outstanding throughout the period.
^c	Total return does not reflect the impact of any applicable sales charges and has not been annualized.
^d	Does not include expenses of the underlying funds in which the Fund invests.
^e	Reverse share split — Per share amounts for the periods presented through February 7, 2014 have been restated to reflect a 1:3 reverse share split effective February 7, 2014. See Note 13 in Notes to Financial Statements.


SEE NOTES TO FINANCIAL STATEMENTS.	THE RYDEX FUNDS SEMI-ANNUAL REPORT \| 71

FUND PROFILE (Unaudited)

September 30, 2014

WEAKENING DOLLAR 2x STRATEGY FUND

OBJECTIVE: Seeks to provide investment results that match, before fees and expenses, the performance of a specific benchmark on a daily basis. The Fund’s current benchmark is 200% of the inverse (opposite) of the performance of the U.S. Dollar Index^® (the “underlying index”). The Fund does not seek to achieve its investment objective over a period of time greater than one day.

Holdings Diversification (Market Exposure as % of Net Assets)

“Holdings Diversification (Market Exposure as % of Net Assets)” excludes any temporary cash investments.

Inception Dates:
A-Class	May 25, 2005
C-Class	May 25, 2005
H-Class	May 25, 2005

The Fund invests principally in derivative investments such as swap agreements and futures contracts.


72 \| THE RYDEX FUNDS SEMI-ANNUAL REPORT

SCHEDULE OF INVESTMENTS (Unaudited)	September 30, 2014
WEAKENING DOLLAR 2x STRATEGY FUND

	Shares		Value

MUTUAL FUNDS†,1 - 49.8%
Guggenheim Strategy Fund I		56,489	$	1,407,147
Guggenheim Strategy Fund II		56,185		1,398,997
Total Mutual Funds
(Cost $2,810,297)				2,806,144

	Face Amount

REPURCHASE AGREEMENTS††,2 - 49.3%
RBC Capital Markets issued 09/30/14 at (0.05)% due 10/01/14	$	1,225,884		1,225,884
Mizuho Financial Group, Inc. issued 09/30/14 at 0.01% due 10/01/14		716,787		716,787
UMB Financial Corp. issued 09/30/14 at 0.00% due 10/01/14		506,879		506,879
HSBC Group issued 09/30/14 at 0.00% due 10/01/14		316,289		316,289
Credit Suisse Group issued 09/30/14 at (0.05)% due 10/01/143		10,778		10,778
Total Repurchase Agreements
(Cost $2,776,617)				2,776,617

Total Investments - 99.1%
(Cost $5,586,914)			$	5,582,761
Other Assets & Liabilities, net - 0.9%				51,236
Total Net Assets - 100.0%			$	5,633,997

	Contracts		Unrealized Loss

CURRENCY FUTURES CONTRACTS SOLD SHORT†
December 2014 U.S. Dollar Index Futures Contracts (Aggregate Value of Contracts $10,582,920)		123	$	(142,208	)

	Units

OTC CURRENCY INDEX SWAP AGREEMENTS SOLD SHORT††
Goldman Sachs International November 2014 U.S. Dollar Index Swap, Terminating 11/28/144 (Notional Value $734,261)		8,541	$	(5,759	)

†	Value determined based on Level 1 inputs — See Note 4.
††	Value determined based on Level 2 inputs — See Note 4.
1	Investment in a product that is managed by and/or pays a management fee to a party related to the Adviser — See Note 11.
2	Repurchase Agreements — See Note 5.
3	All or a portion of this security is pledged as currency index swap collateral at September 30, 2014.
4	Total Return based on U.S. Dollar Index +/- financing at a variable rate.


SEE NOTES TO FINANCIAL STATEMENTS.	THE RYDEX FUNDS SEMI-ANNUAL REPORT \| 73

WEAKENING DOLLAR 2x STRATEGY FUND

STATEMENT OF ASSETS AND LIABILITIES (Unaudited)
September 30, 2014

Assets:
Investments, at value (cost $2,810,297)	$	2,806,144
Repurchase agreements, at value (cost $2,776,617)		2,776,617
Total investments (cost $5,586,914)		5,582,761
Segregated cash with broker		169,058
Receivables:
Fund shares sold		33,986
Dividends		2,459
Total assets		5,788,264

Liabilities:
Unrealized depreciation on swap agreements		5,759
Payable for:
Fund shares redeemed		43,580
Variation margin		40,515
Swap settlement		40,147
Management fees		4,264
Distribution and service fees		1,583
Transfer agent and administrative fees		1,185
Portfolio accounting fees		474
Miscellaneous		16,760
Total liabilities		154,267
Net assets	$	5,633,997

Net assets consist of:
Paid in capital	$	22,039,423
Accumulated net investment loss		(102,971	)
Accumulated net realized loss on investments		(16,150,335	)
Net unrealized depreciation on investments		(152,120	)
Net assets	$	5,633,997

A-Class:
Net assets	$	746,464
Capital shares outstanding		48,123
Net asset value per share	$	15.51
Maximum offering price per share (Net asset value divided by 95.25%)	$	16.28

C-Class:
Net assets	$	652,284
Capital shares outstanding		45,657
Net asset value per share	$	14.29

H-Class:
Net assets	$	4,235,249
Capital shares outstanding		273,404
Net asset value per share	$	15.49

STATEMENT OF OPERATIONS (Unaudited)
Period Ended September 30, 2014

Investment Income:
Dividends	$	17,672
Interest		410
Total investment income		18,082

Expenses:
Management fees		38,534
Transfer agent and administrative fees		10,704
Distribution and service fees:
A-Class		1,993
C-Class		3,708
H-Class		7,784
Portfolio accounting fees		4,281
Registration fees		4,112
Custodian fees		500
Trustees’ fees*		409
Miscellaneous		4,100
Total expenses		76,125
Net investment loss		(58,043	)

Net Realized and Unrealized Gain (Loss):
Net realized gain (loss) on:
Investments		(4,916	)
Swap agreements		(182,164	)
Futures contracts		(786,173	)
Net realized loss		(973,253	)
Net change in unrealized appreciation (depreciation) on:
Investments		(4,153	)
Swap agreements		(21,588	)
Futures contracts		(75,895	)
Net change in unrealized appreciation (depreciation)		(101,636	)
Net realized and unrealized loss		(1,074,889	)
Net decrease in net assets resulting from operations	$	(1,132,932	)

*	Relates to Trustees not deemed "interested persons" within the meaning of Section 2(a)(19) of the 1940 Act.


74 \| THE RYDEX FUNDS SEMI-ANNUAL REPORT	SEE NOTES TO FINANCIAL STATEMENTS.

WEAKENING DOLLAR 2x STRATEGY FUND

STATEMENTS OF CHANGES IN NET ASSETS
	Period Ended September 30, 2014 (Unaudited)			Year Ended March 31, 2014
Increase (Decrease) in Net Assets from Operations:
Net investment loss	$	(58,043	)	$	(188,856	)
Net realized gain (loss) on investments		(973,253	)		175,390
Net change in unrealized appreciation (depreciation) on investments		(101,636	)		64,739
Net increase (decrease) in net assets resulting from operations		(1,132,932	)		51,273

Capital share transactions:
Proceeds from sale of shares
A-Class		9,673,808			24,041,632
C-Class		107,779			6,428,661
H-Class		20,979,028			31,158,919
Cost of shares redeemed
A-Class		(9,972,574	)		(24,071,521	)
C-Class		(175,341	)		(7,316,759	)
H-Class		(21,244,659	)		(35,984,350	)
Net decrease from capital share transactions		(631,959	)		(5,743,418	)
Net decrease in net assets		(1,764,891	)		(5,692,145	)

Net assets:
Beginning of period		7,398,888			13,091,033
End of period	$	5,633,997		$	7,398,888
Accumulated net investment loss at end of period	$	(102,971	)	$	(44,928	)

Capital share activity:
Shares sold
A-Class		547,804			1,367,080
C-Class		6,823			398,681
H-Class		1,182,954			1,777,634
Shares redeemed
A-Class		(562,913	)		(1,383,231	)
C-Class		(10,870	)		(455,811	)
H-Class		(1,215,120	)		(2,066,133	)
Net decrease in shares		(51,322	)		(361,780	)


SEE NOTES TO FINANCIAL STATEMENTS.	THE RYDEX FUNDS SEMI-ANNUAL REPORT \| 75

WEAKENING DOLLAR 2x STRATEGY FUND

FINANCIAL HIGHLIGHTS

This table is presented to show selected data for a share outstanding throughout each period and to assist shareholders in evaluating a Fund’s performance for the periods presented.

A-Class	Period Ended September 30, 2014^a			Year Ended March 31, 2014			Year Ended March 28, 2013			Year Ended March 31, 2012			Year Ended March 31, 2011			Year Ended March 31, 2010
Per Share Data
Net asset value, beginning of period	$	17.86		$	16.95		$	18.95		$	20.34		$	17.98		$	16.38
Income (loss) from investment operations:
Net investment income (loss)^b		(.11	)		(.30	)		(.28	)		(.33	)		(.28	)		(.30	)
Net gain (loss) on investments (realized and unrealized)		(2.24	)		1.21			(1.72	)		(1.06	)		2.64			1.90
Total from investment operations		(2.35	)		.91			(2.00	)		(1.39	)		2.36			1.60
Net asset value, end of period	$	15.51		$	17.86		$	16.95		$	18.95		$	20.34		$	17.98

Total Return^c		(13.16	%)		5.37	%		(10.55	%)		(6.83	%)		13.13	%		9.77	%
Ratios/Supplemental Data
Net assets, end of period (in thousands)	$	746		$	1,129		$	1,346		$	2,881		$	5,576		$	6,753
Ratios to average net assets:
Net investment income (loss)		(1.28	%)		(1.73	%)		(1.53	%)		(1.62	%)		(1.54	%)		(1.57	%)
Total expenses^d		1.71	%		1.75	%		1.65	%		1.70	%		1.71	%		1.68	%
Portfolio turnover rate		225	%		—			—			—			—			—

C-Class	Period Ended September 30, 2014^a			Year Ended March 31, 2014			Year Ended March 28, 2013			Year Ended March 31, 2012			Year Ended March 31, 2011			Year Ended March 31, 2010
Per Share Data
Net asset value, beginning of period	$	16.51		$	15.79		$	17.79		$	19.23		$	17.12		$	15.73
Income (loss) from investment operations:
Net investment income (loss)^b		(.16	)		(.40	)		(.38	)		(.44	)		(.39	)		(.43	)
Net gain (loss) on investments (realized and unrealized)		(2.06	)		1.12			(1.62	)		(1.00	)		2.50			1.82
Total from investment operations		(2.22	)		.72			(2.00	)		(1.44	)		2.11			1.39
Net asset value, end of period	$	14.29		$	16.51		$	15.79		$	17.79		$	19.23		$	17.12

Total Return^c		(13.45	%)		4.56	%		(11.24	%)		(7.49	%)		12.32	%		8.84	%
Ratios/Supplemental Data
Net assets, end of period (in thousands)	$	652		$	821		$	1,687		$	2,826		$	3,963		$	5,314
Ratios to average net assets:
Net investment income (loss)		(2.01	%)		(2.49	%)		(2.27	%)		(2.36	%)		(2.29	%)		(2.32	%)
Total expenses^d		2.46	%		2.52	%		2.39	%		2.44	%		2.46	%		2.43	%
Portfolio turnover rate		225	%		—			—			—			—			—


76 \| THE RYDEX FUNDS SEMI-ANNUAL REPORT	SEE NOTES TO FINANCIAL STATEMENTS.

WEAKENING DOLLAR 2x STRATEGY FUND

FINANCIAL HIGHLIGHTS (concluded)

This table is presented to show selected data for a share outstanding throughout each period and to assist shareholders in evaluating a Fund’s performance for the periods presented.

H-Class	Period Ended September 30, 2014^a			Year Ended March 31, 2014			Year Ended March 28, 2013			Year Ended March 31, 2012			Year Ended March 31, 2011			Year Ended March 31, 2010
Per Share Data
Net asset value, beginning of period	$	17.83		$	16.93		$	18.93		$	20.32		$	17.96		$	16.37
Income (loss) from investment operations:
Net investment income (loss)^b		(.11	)		(.30	)		(.27	)		(.32	)		(.28	)		(.30	)
Net gain (loss) on investments (realized and unrealized)		(2.23	)		1.20			(1.73	)		(1.07	)		2.64			1.89
Total from investment operations		(2.34	)		.90			(2.00	)		(1.39	)		2.36			1.59
Net asset value, end of period	$	15.49		$	17.83		$	16.93		$	18.93		$	20.32		$	17.96

Total Return^c		(13.12	%)		5.32	%		(10.57	%)		(6.84	%)		13.14	%		9.71	%
Ratios/Supplemental Data
Net assets, end of period (in thousands)	$	4,235		$	5,449		$	10,058		$	13,551		$	23,432		$	30,036
Ratios to average net assets:
Net investment income (loss)		(1.30	%)		(1.74	%)		(1.52	%)		(1.61	%)		(1.54	%)		(1.57	%)
Total expenses^d		1.71	%		1.76	%		1.64	%		1.69	%		1.71	%		1.68	%
Portfolio turnover rate		225	%		—			—			—			—			—

^a	Unaudited figures for the period ended September 30, 2014. Percentage amounts for the period, except total return and portfolio turnover rate, have been annualized.
^b	Net investment income (loss) per share was computed using average shares outstanding throughout the period.
^c	Total return does not reflect the impact of any applicable sales charges and has not been annualized.
^d	Does not include expenses of the underlying funds in which the Fund invests.


SEE NOTES TO FINANCIAL STATEMENTS.	THE RYDEX FUNDS SEMI-ANNUAL REPORT \| 77

NOTES TO FINANCIAL STATEMENTS (Unaudited)

1. Organization and Significant Accounting Policies

Organization

The Rydex Series Funds (the “Trust”), a Delaware business trust, is registered with the SEC under the Investment Company Act of 1940 (”1940 Act”), as a non-diversified, open-ended investment company of the series type. Each series, in effect, is representing a separate Fund. The Trust is authorized to issue an unlimited number of no par value shares. The Trust accounts for the assets of each Fund separately.

The Trust offers a combination of eight separate classes of shares: Investor Class shares, Advisor Class shares, A-Class shares, C-Class shares, H-Class shares, Y-Class shares, Institutional Class shares and Money Market Class shares. Sales of shares of each Class are made without a front-end sales charge at the net asset value per share (“NAV”), with the exception of A-Class shares. A-Class shares are sold at the NAV, plus the applicable front-end sales charge. The sales charge varies depending on the amount purchased, but will not exceed 4.75%. A-Class share purchases of $1 million or more are exempt from the front-end sales charge but have a 1% contingent deferred sales charge (“CDSC”) if shares are redeemed within 12 months of purchase. C-Class shares have a 1% CDSC if shares are redeemed within 12 months of purchase. Institutional Class shares are offered primarily for direct investment by institutions such as pension and profit sharing plans, endowments, foundations and corporations. Institutional Class shares have a minimum initial investment of $2 million and a minimum account balance of $1 million. Institutional Class shares are offered without a front-end sales charge or CDSC. At September 30, 2014, the Trust consisted of fifty-one Funds.

This report covers the S&P 500^® Pure Growth Fund, S&P 500^® Pure Value Fund, S&P MidCap 400^® Pure Growth Fund, S&P MidCap 400^® Pure Value Fund, S&P SmallCap 600^® Pure Growth Fund, S&P SmallCap 600^® Pure Value Fund, Europe 1.25x Strategy Fund, Japan 2x Strategy Fund, Strenghtening Dollar 2x Strategy Fund and the Weakening Dollar 2x Strategy Fund (the “Funds”). Only A-Class, C-Class and H-Class shares had been issued by the Funds.

Guggenheim Investments (“GI”) provides advisory services, and Rydex Fund Services, LLC (“RFS”) provides transfer agent, administrative and accounting services to the Trust. Guggenheim Funds Distributors, LLC (“GFD”) acts as principal underwriter for the Trust. GI, RFS and GFD are affiliated entities.

Significant Accounting Policies

The NAV of a fund is calculated by dividing the market value of the fund’s securities and other assets, less all liabilities, by the number of outstanding shares of the fund.

A. The Board of Trustees of the Funds (the “Board”) has adopted policies and procedures for the valuation of the Funds’ investments (the “Valuation Procedures”). Pursuant to the Valuation Procedures, the Board has delegated to a valuation committee, consisting of representatives from Guggenheim’s investment management, fund administration, legal and compliance departments (the “Valuation Committee”), the day-to-day responsibility for implementing the Valuation Procedures, including, under most circumstances, the responsibility for determining the fair value of the Fund’s securities or other assets.

Valuations of the Funds’ securities are supplied primarily by pricing services appointed pursuant to the processes set forth in the Valuation Procedures. The Valuation Committee convenes monthly, or more frequently as needed and will review the valuation of all assets which have been fair valued for reasonableness. The Funds’ officers, through the Valuation Committee and consistent with the monitoring and review responsibilities set forth in the Valuation Procedures, regularly review procedures used by, and valuations provided by, the pricing services.


78 \| THE RYDEX FUNDS SEMI-ANNUAL REPORT

NOTES TO FINANCIAL STATEMENTS (Unaudited)(continued)

If the pricing service cannot or does not provide a valuation for a particular investment or such valuation is deemed unreliable, such investment is fair valued by the Valuation Committee.

Equity securities listed on an exchange (New York Stock Exchange (“NYSE”) or American Stock Exchange) are valued at the last quoted sales price as of the close of business on the NYSE, usually 4:00 p.m. on the valuation date. Equity securities listed on the NASDAQ market system are valued at the NASDAQ Official Closing Price on the valuation date, which may not necessarily represent the last sale price. If there has been no sale on such exchange or NASDAQ on a given day, the security is valued at the closing bid price on that day.

Open-end investment companies ("Mutual Funds") are valued at their NAV as of the close of business, on the valuation date.

Repurchase agreements are valued at amortized cost, which approximates market value.

The value of futures contracts is accounted for using the unrealized gain or loss on the contracts that is determined by marking the contracts to their current realized settlement prices. Financial futures contracts are valued at the 4:00 p.m. price on the valuation date. In the event that the exchange for a specific futures contract closes earlier than 4:00 p.m., the futures contract is valued at the Official Settlement Price of the exchange. However, the underlying securities from which the futures contract value is derived are monitored until 4:00 p.m. to determine if fair valuation would provide a more accurate valuation.

The value of currency index swap agreements entered into by a Fund is accounted for using the unrealized gain or loss on the agreements that is determined by marking the agreements to the broker quote.

In connection with futures contracts and other derivative investments, obtaining information as to how (a) these contracts and other derivative investments trade in the futures or other derivative markets, respectively, and (b) the securities underlying these contracts and other derivative investments trade in the cash market.

B. Upon entering into a futures contract, a Fund deposits and maintains as collateral such initial margin as required by the exchange on which the transaction is affected. Pursuant to the contract, the Fund agrees to receive from or pay to the broker an amount of cash equal to the daily fluctuation in value of the contract. Such receipts or payments are known as variation margin and are recorded by the Fund as unrealized gains or losses. When the contract is closed, the Fund records a realized gain or loss equal to the difference between the value of the contract at the time it was opened and the value at the time it was closed.

C. Swap agreements are marked-to-market daily and the change, if any, is recorded as unrealized gain or loss. Payments received or made as a result of an agreement or termination of the agreement are recognized as realized gains or losses.

D. Investment securities and other assets and liabilities denominated in foreign currencies are translated into U.S. dollar amounts at the date of valuation. Purchases and sales of investment securities and income and expense items denominated in foreign currencies are translated into U.S. dollar amounts on the respective dates of such transactions. The Trust does not isolate that portion of the results of operations resulting from changes in foreign exchange rates on investments from the fluctuations arising from changes in market prices of securities held. Such fluctuations are included with the net realized and unrealized gain and loss from investments.


	THE RYDEX FUNDS SEMI-ANNUAL REPORT \| 79

NOTES TO FINANCIAL STATEMENTS (Unaudited)(continued)

in the respective Fund. Dividend income is recorded on the ex-dividend date, net of applicable taxes withheld by foreign countries. Taxable non-cash dividends are recorded as dividend income. Interest income, including amortization of premiums and accretion of discounts, is accrued on a daily basis. Distributions received from investments in REITs are recorded as dividend income on the ex-dividend date, subject to reclassification upon notice of the character of such distribution by the issuer.

F. Distributions of net investment income and net realized gains, if any, are declared and paid at least annually. Dividends are reinvested in additional shares unless shareholders request payment in cash. Distributions are recorded on the ex-dividend date and are determined in accordance with income tax regulations which may differ from U.S. GAAP.

G. Interest and dividend income, most expenses, all realized gains and losses, and all unrealized gains and losses are allocated to the classes based upon the value of the outstanding shares in each class. Certain costs, such as distribution and service fees are charged directly to specific classes. In addition, certain expenses have been allocated to the individual Funds in the Trust on a pro rata basis upon the respective aggregate net assets of each Fund included in the Trust.

H. The Funds may leave cash overnight in their cash account with the custodian. Periodically, a Fund may have cash due to the custodian bank as an overdraft balance. A fee is incurred on this overdraft, calculated by multiplying the overdraft by a rate based on the federal funds rate.

I. Under the Funds’ organizational documents, its Trustees and Officers are indemnified against certain liabilities arising out of the performance of their duties to the Trust. In addition, throughout the normal course of business, the Funds enter into contracts that contain a variety of representations and warranties which provide general indemnifications. The Funds’ maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Funds and/or their affiliates that have not yet occurred. However, based on experience, the Funds expect the risk of loss to be remote.

2. Financial Instruments

As part of their investment strategy, the Funds utilize a variety of derivative instruments. These investments involve, to varying degrees, elements of market risk and risks in excess of the amounts recognized in the Statements of Assets and Liabilities.

A futures contract is an agreement to purchase (long) or sell (short) an agreed amount of securities or other instruments at a set price for delivery at a future date. There are significant risks associated with a Fund’s use of futures contracts, including (i) there may be an imperfect or no correlation between the changes in market value of the underlying asset and the prices of futures contracts; (ii) there may not be a liquid secondary market for a futures contract; (iii) trading restrictions or limitations may be imposed by an exchange; and (iv) government regulations may restrict trading in futures contracts. When investing in futures, there is minimal counterparty credit risk to the Fund because futures are exchange-traded and the exchange’s clearinghouse, as counterparty to all exchange-traded futures, guarantees against default. Cash deposits are shown as restricted cash on the Statement of Assets and Liabilities; securities held as collateral are noted on the Schedule of Investments.

A swap is an agreement that obligates two parties to exchange a series of cash flows at specified intervals based upon or calculated by reference to changes in specified prices or rates for a specified amount of an underlying asset. A Fund utilizing OTC swaps bears the risk of loss of the amount expected to be received under a swap agreement in the event of the default or bankruptcy of a swap agreement counterparty. Additionally, there is no guarantee that a Fund or an underlying fund could eliminate its exposure under an outstanding swap agreement by entering into an offsetting swap agreement with the same or another party.

The Europe 1.25x Strategy Fund, Japan 2x Strategy Fund, Strengthening Dollar 2x Strategy Fund and Weakening Dollar 2x Strategy Fund use derivative instruments to achieve leveraged exposure to their respective underlying indices. Since these Funds’ investment strategies involve consistently applied leverage, the value of the Funds' shares will tend to increase or decrease more than the value of any increase or decrease in the underlying index. In addition, as investment in derivative instruments generally requires a small investment relative to the amount of investment exposure assumed, this creates an opportunity for


80 \| THE RYDEX FUNDS SEMI-ANNUAL REPORT

NOTES TO FINANCIAL STATEMENTS (Unaudited)(continued)

increased net income but, at the same time, additional leverage risk. The Funds’ use of leverage, through borrowings or instruments such as derivatives, may cause the Funds to be more volatile and riskier than if they had not been leveraged.

In conjunction with the use of derivative instruments, the Funds are required to maintain collateral in various forms. The Funds use, where appropriate, depending on the financial instrument utilized and the broker involved, margin deposits at the broker, cash and/or securities segregated at the custodian bank, discount notes or the repurchase agreements allocated to each Fund.

The Trust has established counterparty credit guidelines and enters into transactions only with financial institutions of investment grade or better. The Trust monitors the counterparty credit risk.

3. Fees and Other Transactions with Affiliates

Under the terms of an investment advisory contract, the Funds pay GI investment advisory fees calculated at the annualized rates below, based on the average daily net assets of the Funds:

Fund	Management Fees (as a % of Net Assets)
S&P 500^® Pure Growth Fund	0.75%
S&P 500^® Pure Value Fund	0.75%
S&P MidCap 400^® Pure Growth Fund	0.75%
S&P MidCap 400^® Pure Value Fund	0.75%
S&P SmallCap 600^® Pure Growth Fund	0.75%
S&P SmallCap 600^® Pure Value Fund	0.75%
Europe 1.25x Strategy Fund	0.90%
Japan 2x Strategy Fund	0.75%
Strengthening Dollar 2x Strategy Fund	0.90%
Weakening Dollar 2x Strategy Fund	0.90%

RFS provides transfer agent and administrative services to the Funds for fees calculated at the annualized rate of 0.25% based on the average daily net assets of each Fund.

RFS also provides accounting services to the Funds for fees calculated at annualized rates below, based on the average daily net assets of each Fund.

Fund Accounting Fees	(as a % of Net Assets)
On the first $250 million	0.10%
On the next $250 million	0.075%
On the next $250 million	0.05%
Over $750 million	0.03%

The Trust has adopted a Distribution Plan applicable to A-Class shares and H-Class shares for which GFD and other firms that provide distribution and/or shareholder services (“Service Providers”) may receive compensation. The Funds pay distribution fees to GFD at an annual rate not to exceed 0.25% of average daily net assets, pursuant to Rule 12b-1 of the 1940 Act. If a Service Provider provides distribution services, GFD, in turn, will pay the Service Provider out of its fees. GFD may, at its discretion, retain a portion of such payments to compensate itself for distribution services.

The Trust has adopted a separate Distribution and Shareholder Services Plan applicable to its C-Class shares that allows the Funds to pay annual distribution and service fees of 1.00% of the Funds’ C-Class shares average daily net assets. The annual 0.25% service fee compensates the shareholder’s financial adviser for providing ongoing services to the shareholder. The annual distribution fee of 0.75% reimburses GFD for paying the shareholder’s financial adviser an ongoing sales commission. GFD advances the first year’s service and distribution fees to the financial adviser. GFD retains the service and distribution fees on accounts with no authorized dealer of record.

For the period ended September 30, 2014, GFD retained sales charges of $161,615 relating to sales of A-Class shares of the Trust.

Certain trustees and officers of the Trust are also officers of GI, RFS and GFD.

4. Fair Value Measurement


	THE RYDEX FUNDS SEMI-ANNUAL REPORT \| 81

NOTES TO FINANCIAL STATEMENTS (Unaudited)(continued)

Level 1 —

quoted prices in active markets for identical assets or liabilities.

Level 2 —

significant other observable inputs (for example quoted prices for securities that are similar based on characteristics such as interest rates, prepayment speeds, credit risk, etc.).

Level 3 —

significant unobservable inputs based on the best information available under the circumstances, to the extent observable inputs are not available, which may include assumptions.

The following table summarizes the inputs used to value the Funds’ net assets at September 30, 2014:

	Level 1 Investments In Securities		Level 1 Other Financial Instruments*		Level 2 Investments In Securities		Level 2 Other Financial Instruments*		Level 3 Investments In Securities		Total
Assets
S&P 500^® Pure Growth Fund	$	158,681,484	$	—	$	1,531,678	$	—	$	—	$	160,213,162
S&P 500^® Pure Value Fund		156,661,157		—		2,111,628		—		—		158,772,785
S&P MidCap 400^® Pure Growth Fund		235,592,406		—		6,450,690		—		—		242,043,096
S&P MidCap 400^® Pure Value Fund		15,239,014		—		286,524		—		—		15,525,538
S&P SmallCap 600^® Pure Growth Fund		12,558,415		—		50,626		—		—		12,609,041
S&P SmallCap 600^® Pure Value Fund		9,458,791		—		104,381		—		—		9,563,172
Europe 1.25x Strategy Fund		5,189,028		—		2,113,577		—		—		7,302,605
Japan 2x Strategy Fund		1,301,707		301,784		3,922,494		—		—		5,525,985
Strengthening Dollar 2x Strategy Fund		30,931,233		1,757,945		14,730,069		1,295,161		—		48,714,408
Weakening Dollar 2x Strategy Fund		2,806,144		—		2,776,617		—		—		5,582,761

Liabilities
Europe 1.25x Strategy Fund	$	—	$	133,894	$	—	$	5,522	$	—	$	139,416
Japan 2x Strategy Fund		—		209,694		—		—		—		209,694
Weakening Dollar 2x Strategy Fund		—		142,208		—		5,759		—		147,967

*	Other financial instruments may include futures contracts and/or swaps, which are reported as unrealized gain/loss at period end.

For the period ended September 30, 2014, there were no transfers between levels.

5. Repurchase Agreements

The Funds transfer uninvested cash balances into a single joint account, the daily aggregate balance of which is invested in one or more repurchase agreements collateralized by obligations of the U.S. Treasury and U.S. Government Agencies. The collateral is in the possession of the Funds’ custodian and is evaluated to ensure that its market value exceeds, at a minimum, 102% of the original face amount of the repurchase agreements. Each Fund holds a pro rata share of the collateral based on the dollar amount of the repurchase agreement entered into by each Fund.


82 \| THE RYDEX FUNDS SEMI-ANNUAL REPORT

NOTES TO FINANCIAL STATEMENTS (Unaudited)(continued)

At September 30, 2014, the repurchase agreements in the joint account were as follows:

Counterparty and Terms of Agreement	Face Value	Repurchase Price	Collateral	Par Value	Fair Value
RBC Capital Markets			U.S. TIP Notes
(0.05)%			0.13% - 2.50%
Due 10/01/14	$339,522,378	$339,521,906	01/15/16 - 01/15/23	$285,293,500	$346,312,829

UMB Financial Corp.			U.S. Treasury Notes
0.00%			1.00% - 3.25%
Due 10/01/14	140,385,761	140,385,761	09/30/16 - 12/31/16	137,466,300	143,193,502

Mizuho Financial Group, Inc.			U.S. Treasury Note
0.01%			2.13%
Due 10/01/14	198,522,378	198,522,406	09/30/21	136,520,000	135,760,728
			U.S. TIP Notes
			0.13% - 1.63%
			01/15/15 - 04/15/16	57,126,400	66,732,140

HSBC Group			U.S. Treasury Strips
0.00%			0.00%
Due 10/01/14	87,599,687	87,599,687	08/15/18	94,804,900	89,351,722

Credit Suisse Group			U.S. Treasury Note
(0.05)%			0.25%
Due 10/01/14	7,283,778	7,283,768	05/15/16	7,435,100	7,429,556

In the event of counterparty default, the Funds have the right to collect the collateral to offset losses incurred. There is potential loss to the Funds in the event the Funds are delayed or prevented from exercising their rights to dispose of the collateral securities, including the risk of a possible decline in the value of the underlying securities during the period while the Funds seek to assert their rights. The Funds’ investment adviser, acting under the supervision of the Board of Trustees, reviews the value of the collateral and the creditworthiness of those banks and dealers with which the Funds enter into repurchase agreements to evaluate potential risks.

6. Portfolio Securities Loaned

The Funds may lend their securities to approved brokers to earn additional income. Security lending income shown on the Statements of Operations is shown net of rebates paid to the borrowers and earnings on cash collateral investments shared with the lending agent. Within this arrangement, the Funds act as the lender, Credit Suisse acts as the lending agent, and other approved registered broker dealers act as the borrowers. The Funds receive cash collateral, valued at 102% of the value of the securities on loan. Under the terms of the Funds’ securities lending agreement with Credit Suisse, cash collateral is invested in one or more joint repurchase agreements collateralized by obligations of the U.S. Treasury or Government Agencies and cash. The Funds bear the risk of loss on cash collateral investments. Collateral is maintained over the life of the loan in an amount not less than the value of loaned securities, as determined at the close of fund business each day; any additional collateral required due to changes in security values is delivered to the Funds the next business day. Although the collateral mitigates the risk, the Funds could experience a delay in recovering their securities and a possible loss of income or value if the borrower fails to return the securities. The Funds have the right under the securities lending agreement to recover the securities from the borrower on demand.


	THE RYDEX FUNDS SEMI-ANNUAL REPORT \| 83

NOTES TO FINANCIAL STATEMENTS (Unaudited)(continued)

At September 30, 2014, the Funds participated in securities lending as follows:

Fund	Value of Securities Loaned		Cash Collateral Received
S&P 500^® Pure Growth Fund	$	490,752	$	505,600
S&P 500^® Pure Value Fund		1,682,463		1,746,375
S&P MidCap 400^® Pure Growth Fund		5,210,838		5,439,425
S&P MidCap 400^® Pure Value Fund		55,755		57,225
S&P SmallCap 600^® Pure Growth Fund		29,214		30,600
S&P SmallCap 600^® Pure Value Fund		69,728		75,450
Europe 1.25x Strategy Fund		88,986		91,606

Cash collateral received was invested in the following joint repurchase agreements at September 30, 2014:

Counterparty and Terms of Agreement	Face Value	Repurchase Price	Collateral	Par Value	Fair Value
HSBC Securities, Inc.			Fannie Mae Strips
0.00%			0.00%
Due 10/01/14	$5,865,850	$5,865,850	11/15/19 - 11/15/30	$7,116,809	$4,904,625
			U.S. Treasury Note
			1.38%
			11/30/18	1,082,843	1,079,014

BNP Paribas Securities Corp.			U.S. TIP Bond
0.00%			2.13%
Due 10/01/14	961,615	961,615	02/15/41	719,475	980,907

There is also $1,118,815 in segregated cash held as collateral.

7. Derivative Investment Holdings Categorized by Risk Exposure

U.S. GAAP requires disclosures to enable investors to better understand how and why the Funds use derivative instruments, how these derivative instruments are accounted for and their effects on the Funds’ financial position and results of operations.

The following Funds utilized derivatives for the following purposes:

Fund	Index Exposure	Liquidity	Leverage
Europe 1.25x Strategy Fund	x	x	x
Japan 2x Strategy Fund	x	x	x
Strengthening Dollar 2x Strategy Fund	x	x	x
Weakening Dollar 2x Strategy Fund	x	x	x


84 \| THE RYDEX FUNDS SEMI-ANNUAL REPORT

NOTES TO FINANCIAL STATEMENTS (Unaudited)(continued)

The following table represents the notional amount of derivative instruments outstanding as an approximate percentage of the Funds’ net assets on a daily basis.

	Approximate percentage of Fund's net assets on a daily basis
Fund	Long	Short
Europe 1.25x Strategy Fund*	85%	—
Japan 2x Strategy Fund*	200%	—
Strengthening Dollar 2x Strategy Fund	200%	—
Weakening Dollar 2x Strategy Fund	—	200%

*	These funds utilize a combination of currency and/or financial-linked derivatives to obtain exposure to their benchmark. The gross derivative instrument exposure is 170% and 400% for the Europe 1.25x Strategy Fund and the Japan 2x Strategy Fund, respectively.

The following is a summary of the location of derivative investments on the Funds’ Statements of Assets and Liabilities as of September 30, 2014:

Derivative Investment Type	Asset Derivatives	Liability Derivatives
Equity/Currency contracts	Variation margin	Variation margin
	Unrealized appreciation on swap agreements	Unrealized depreciation on swap agreements

The following table sets forth the fair value of the Funds’ derivative investments categorized by primary risk exposure at September 30, 2014:

Asset Derivative Investments Value
Fund	Futures Equity Contracts*		Futures Currency Contracts*		Swaps Currency Contracts		Total Value at September 30, 2014
Japan 2x Strategy Fund	$	301,784	$	—	$	—	$	301,784
Strengthening Dollar 2x Strategy Fund		—		1,757,945		1,295,161		3,053,106

Liability Derivative Investments Value
Fund	Futures Equity Contracts*		Futures Currency Contracts*		Swaps Currency Contracts		Total Value at September 30, 2014
Europe 1.25x Strategy Fund	$	5,522	$	133,894	$	—	$	139,416
Japan 2x Strategy Fund		—		209,694		—		209,694
Weakening Dollar 2x Strategy Fund		—		142,208		5,759		147,967

*	Includes cumulative appreciation (depreciation) of futures contracts as reported on the Schedules of Investments. Only current day’s variation margin is reported within the Statements of Assets and Liabilities.

The following is a summary of the location of derivative investments on the Funds' Statements of Operations for the period ended September 30, 2014:

Derivative Investment Type	Location of Gain (Loss) on Derivatives
Equity/Currency contracts	Net realized gain (loss) on futures contracts
	Net realized gain (loss) on swap agreements
	Net change in unrealized appreciation (depreciation) on futures contracts
	Net change in unrealized appreciation (depreciation) on swap agreements


	THE RYDEX FUNDS SEMI-ANNUAL REPORT \| 85

NOTES TO FINANCIAL STATEMENTS (Unaudited)(continued)

The following is a summary of the Funds’ realized gain (loss) and change in unrealized appreciation (depreciation) on derivative investments recognized on the Statements of Operations categorized by primary risk exposure for the period ended September 30, 2014:

Realized Gain (Loss) on Derivative Investments Recognized on the Statements of Operations
Fund	Futures Equity Contracts		Swaps Equity Contracts		Futures Currency Contracts			Swaps Currency Contracts			Total
Europe 1.25x Strategy Fund	$	845,928	$	5,462	$	(678,291	)	$	—		$	173,099
Japan 2x Strategy Fund		704,064		6,633		(371,487	)		—			339,210
Strengthening Dollar 2x Strategy Fund		—		—		3,686,123			558,684			4,244,807
Weakening Dollar 2x Strategy Fund		—		—		(786,173	)		(182,164	)		(968,337	)

Change in Unrealized Appreciation (Depreciation) on Derivative Investments Recognized on the Statements of Operations
Fund	Futures Equity Contracts			Swaps Equity Contracts		Futures Currency Contracts			Swaps Currency Contracts			Total
Europe 1.25x Strategy Fund	$	(216,773	)	$	—	$	(86,921	)	$	—		$	(303,694	)
Japan 2x Strategy Fund		(7,810	)		—		(165,902	)		—			(173,712	)
Strengthening Dollar 2x Strategy Fund		—			—		1,584,620			1,312,710			2,897,330
Weakening Dollar 2x Strategy Fund		—			—		(75,895	)		(21,588	)		(97,483	)

8. Offsetting

In the normal course of business, the Funds enter into transactions subject to enforceable master netting arrangements or other similar arrangements. Generally, the right to offset in those agreements allows the Funds to counteract the exposure to a specific counterparty with collateral received or delivered to that counterparty based on the terms of the arrangements. These arrangements provide for the right to liquidate upon the occurrence of an event of default, credit event upon merger or additional termination event.

In order to better define their contractual rights and to secure rights that will help the Funds mitigate their counterparty risk, the Funds may enter into an International Swaps and Derivatives Association, Inc. Master Agreement (“ISDA Master Agreement”) or similar agreement with their derivative contract counterparties. An ISDA Master Agreement is a bilateral agreement between a Fund and a counterparty that governs OTC derivatives, including foreign exchange contracts, and typically contains, among other things, collateral posting terms and netting provisions in the event of a default and/or termination event. The provisions of the ISDA Master Agreement typically permit a single net payment in the event of a default (close-out netting) or similar event, including the bankruptcy or insolvency of the counterparty.

For derivatives traded under an ISDA Master Agreement, the collateral requirements are typically calculated by netting the mark to market amount for each transaction under such agreement and comparing that amount to the value of any collateral currently pledged by the Funds and the counterparty. For financial reporting purposes, cash collateral that has been pledged to cover obligations of the Funds and cash collateral received from the counterparty, if any, is reported separately on the Statements of Assets and Liabilities as segregated cash with broker/receivable for variation margin, or payable for swap settlement/variation margin. Generally, the amount of collateral due from or to a counterparty must exceed a minimum transfer amount threshold (e.g., $300,000) before a transfer is required to be made. To the extent amounts due to the Funds from their counterparties are not fully collateralized, contractually or otherwise, the Funds bear the risk of loss from counterparty nonperformance. The Funds attempt to mitigate counterparty risk by only entering into agreements with counterparties that they believe to be of good standing and by monitoring the financial stability of those counterparties.

For financial reporting purposes, the Funds do not offset derivative assets and derivative liabilities that are subject to netting arrangements in the Statements of Assets and Liabilities.


86 \| THE RYDEX FUNDS SEMI-ANNUAL REPORT

NOTES TO FINANCIAL STATEMENTS (Unaudited)(continued)

The following tables present derivative financial instruments and secured financing transactions that are subject to enforceable netting arrangements and offset in the Statements of Assets and Liabilities in conformity with U.S. GAAP.

								Gross Amounts Not Offset in the Statements of Assets and Liabilities
Fund	Instrument	Gross Amounts of Recognized Assets¹		Gross Amounts Offset In the Statements of Assets and Liabilities		Net Amount of Assets Presented on the Statements of Assets and Liabilities		Financial Instruments		Cash Collateral Received²		Net Amount
Strengthening Dollar 2x Strategy Fund	Swap currency contracts	$	1,295,161	$	—	$	1,295,161	$	—	$	—	$	1,295,161

								Gross Amounts Not Offset in the Statements of Assets and Liabilities
Fund	Instrument	Gross Amounts of Recognized Liabilities¹		Gross Amounts Offset In the Statements of Assets and Liabilities		Net Amount of Liabilities Presented on the Statements of Assets and Liabilities		Financial Instruments		Cash Collateral Pledged²		Net Amount
Weakening Dollar 2x Strategy Fund	Swap currency contracts	$	5,759	$	—	$	5,759	$	—	$	—	$	5,759

¹	Exchange-traded futures are excluded from these reported amounts.
²	Excludes maintenance margin deposits held at the broker related to derivatives. These amounts are reflected as segregated cash with broker on the Statements of Assets and Liabilities.

9. Federal Income Tax Information

Tax positions taken or expected to be taken in the course of preparing the Funds' tax returns are evaluated to determine whether the tax positions are “more-likely-than-not” of being sustained by the applicable tax authority. Tax positions not deemed to meet the more-likely-than-not threshold would be recorded as a tax benefit or expense in the current year. Management has analyzed the Funds' tax positions taken, or to be taken, on Federal income tax returns for all open tax years, and has concluded that no provision for income tax is required in the Funds' financial statements. The Funds' federal tax returns are subject to examination by the Internal Revenue Service for a period of three fiscal years after they are filed.


	THE RYDEX FUNDS SEMI-ANNUAL REPORT \| 87

NOTES TO FINANCIAL STATEMENTS (Unaudited)(continued)

carryforwards may potentially expire unused. Additionally, post-enactment capital losses that are carried forward will retain their character as either short-term or long-term capital losses rather than being considered all short-term as under previous law.

Fund	Tax Cost		Tax Unrealized Gain		Tax Unrealized Loss			Net Unrealized Gain (Loss)
S&P 500^® Pure Growth Fund	$	135,060,674	$	27,161,243	$	(2,008,755	)	$	25,152,488
S&P 500^® Pure Value Fund		142,979,451		17,885,626		(2,092,292	)		15,793,334
S&P MidCap 400^® Pure Growth Fund		208,937,150		43,157,009		(10,051,063	)		33,105,946
S&P MidCap 400^® Pure Value Fund		14,521,996		1,310,091		(306,549	)		1,003,542
S&P SmallCap 600^® Pure Growth Fund		11,828,865		1,059,807		(279,631	)		780,176
S&P SmallCap 600^® Pure Value Fund		8,945,956		787,953		(170,737	)		617,216
Europe 1.25x Strategy Fund		7,189,097		129,169		(15,661	)		113,508
Japan 2x Strategy Fund		5,226,689		—		(2,488	)		(2,488	)
Strengthening Dollar 2x Strategy Fund		45,677,702		—		(16,400	)		(16,400	)
Weakening Dollar 2x Strategy Fund		5,586,914		—		(4,153	)		(4,153	)

10. Securities Transactions

Fund	Purchases		Sales
S&P 500^® Pure Growth Fund	$	195,268,598	$	181,069,840
S&P 500^® Pure Value Fund		262,348,679		234,380,319
S&P MidCap 400^® Pure Growth Fund		80,807,923		115,366,726
S&P MidCap 400^® Pure Value Fund		44,985,143		44,334,937
S&P SmallCap 600^® Pure Growth Fund		25,036,320		39,987,040
S&P SmallCap 600^® Pure Value Fund		42,821,928		60,057,722
Europe 1.25x Strategy Fund		14,523,197		20,580,153
Japan 2x Strategy Fund		—		—
Strengthening Dollar 2x Strategy Fund		27,700,000		12,200,000
Weakening Dollar 2x Strategy Fund		1,850,000		450,000

11. Affiliated and/or Related Transactions

Investments representing 5% or more of the outstanding voting shares of a portfolio company of a fund, or control of or by, or common control under GI, result in that portfolio company being considered an affiliated company of such fund, as defined in the 1940 Act.

The Funds may invest in the Guggenheim Strategy Funds Trust consisting of Guggenheim Strategy Fund I, Guggenheim Strategy Fund II, and Guggenheim Strategy Fund III (collectively, the “Cash Management Funds”), open-end management investment companies managed by GI. The Cash Management Funds, which launched on March 11, 2014, are offered as cash management options only to mutual funds, trusts, and other accounts managed by GI and/or its affiliates, and are not available to the public. The Cash Management Funds pay no investment management fees. The Cash Management Funds’ annual report on Form N-CSR dated September 30, 2014 will be available publicly or upon request.


88 \| THE RYDEX FUNDS SEMI-ANNUAL REPORT

NOTES TO FINANCIAL STATEMENTS (Unaudited)(continued)

Transactions during the period ended September 30, 2014, in which the portfolio company is an “affiliated person” are as follows:

Affiliated issuers by Fund	Value 3/31/2014		Additions		Reductions		Value 9/30/2014		Shares 9/30/2014		Investment Income		Realized Gain (Loss)			Capital Gain Distributions
Strengthening Dollar 2x Strategy Fund
Guggenheim Strategy Fund II	$	—	$	27,700,000	$	12,206,063	$	15,483,749		621,837	$	8,269	$	(6,063	)	$	—

12. Line of Credit

The Trust, along with other affiliated trusts, secured an uncommitted, $75,000,000 line of credit from U.S. Bank, N.A., which expires June 13, 2015. This line of credit is reserved for emergency or temporary purposes. Borrowings, if any, under this arrangement bear interest equal to the Prime Rate, minus 2%, which shall be paid monthly, averaging 1.25% for the period ended September 30, 2014. The Funds did not have any borrowings under this agreement at September 30, 2014.

The average daily balances borrowed for the period ended September 30, 2014, were as follows:

Fund	Amount
S&P 500^® Pure Growth Fund	$	31,365
S&P 500^® Pure Value Fund		2,388
S&P MidCap 400^® Pure Growth Fund		38,427
S&P MidCap 400^® Pure Value Fund		2,912
S&P SmallCap 600^® Pure Growth Fund		63,110
S&P SmallCap 600^® Pure Value Fund		15,233
Europe 1.25x Strategy Fund		12,649

13. Reverse Share Splits

Effective February 7, 2014, the Strengthening Dollar 2x Strategy Fund underwent a one-for-three reverse share split.

The effect of this transaction was to divide the number of outstanding shares of the Fund by the split ratio, resulting in a corresponding increase in net asset value per share. The share transactions presented in the statement of changes in net assets and the per share data in the financial highlights for each of the periods presented prior to the effective date have been restated to reflect this reverse share split. There were no changes in net assets, results of operations or total return as a result of this transaction.

14. Legal Proceedings

Tribune Company

Rydex Series Funds has been named as a defendant and a putative member of the proposed defendant class of shareholders in the case entitled Kirschner v. FitzSimons, No. 12-2652 (S.D.N.Y.) (formerly Official Committee of Unsecured Creditors of Tribune Co. v. FitzSimons, Adv. Pro. No. 10-54010 (Bankr. D. Del.)) (the “FitzSimons action”), as a result of ownership by certain series of the Rydex Series Funds of shares in the Tribune Company (“Tribune”) in 2007, when Tribune effected a leveraged buyout transaction (“LBO”) by which Tribune converted to a privately-held company. In his complaint, the plaintiff has alleged that, in connection with the LBO, Tribune insiders and shareholders were overpaid for their Tribune stock using financing that the insiders knew would, and ultimately did, leave the Tribune Company insolvent. The plaintiff has asserted claims against certain insiders, major shareholders, professional advisers, and others involved in the LBO. The plaintiff is also attempting to obtain from former Tribune shareholders, including the Rydex Series Funds, the proceeds they received in connection with the LBO.

In June 2011, a group of Tribune creditors filed multiple actions against former Tribune shareholders involving state law constructive fraudulent conveyance claims arising out of the 2007 LBO (the “SLCFC actions”). Rydex Series Funds has been named as a defendant in one or more of these suits. In those actions, the creditors seek to recover from Tribune’s former shareholders the proceeds received in connection with the 2007 LBO.


	THE RYDEX FUNDS SEMI-ANNUAL REPORT \| 89

NOTES TO FINANCIAL STATEMENTS (Unaudited)(concluded)

On September 23, 2013, the District Court granted the defendants’ omnibus motion to dismiss the SLCFC actions, on the basis that the creditors lacked standing. On September 30, 2013, the creditors filed a notice of appeal of the September 23 order. On October 28, 2013, the defendants filed a joint notice of cross-appeal of that same order. The appeals have been fully briefed, and oral argument in front of the U.S. Court of Appeals for the Second Circuit occurred on November 5, 2014.

On May 23, 2014, the Shareholder Liaison Counsel filed a “global” motion to dismiss Count I of the FitzSimons action on behalf of all Shareholder Defendants. Count I is the claim for intentional fraudulent conveyance brought under federal law, and the global motion, if granted, would result in the dismissal of all Shareholder Defendants from the lawsuit. The District Court has not yet issued a decision on the motion.

None of these lawsuits alleges any wrongdoing on the part of Rydex Series Funds. The following series of Rydex Series Funds held shares of Tribune and tendered these shares as part of Tribune’s LBO: Nova Fund, S&P 500^® Pure Value Fund, Multi-Cap Core Equity Fund, S&P 500^® Fund, Multi-Hedge Strategies Fund and Hedged Equity Fund (the “Funds”). The value of the proceeds received by the foregoing Funds was $28,220, $109,242, $9,860, $3,400, $1,181,160, and $10,880, respectively. At this stage of the proceedings, Rydex Series Funds is not able to make a reliable predication as to the outcome of these lawsuits or the effect, if any, on a Fund’s net asset value.

Lyondell Chemical Company

Similar to the claims made in the Tribune matter, the Weisfelner complaint seeks to have set aside and recovered as fraudulent transfers from former Lyondell Chemical Company (“Lyondell”) shareholders the consideration paid to them pursuant to the cash out merger of Lyondell shareholders in connection with the combination of Lyondell and Basell AF in 2007. Lyondell filed for bankruptcy in 2008.

On April 7, 2014, the plaintiff filed a Third Amended Complaint. In the related action entitled Weisfelner, as Trustee of the LB Litigation Trust v. A. Holmes & H. Holmes TTEE (In re Lyondell Co.), Adversary Proceeding No. 10-5525 (Bankr. S.D.N.Y.) (the “Litigation Trust action”), the plaintiff also filed a Second Amended Complaint that alleges a claim against the former Lyondell shareholders under federal law for intentional fraudulent transfer.


90 \| THE RYDEX FUNDS SEMI-ANNUAL REPORT

OTHER INFORMATION (Unaudited)

Proxy Voting Information

A description of the policies and procedures that the Trust uses to determine how to vote proxies relating to securities held in the Funds’ portfolios is available, without charge and upon request, by calling 800.820.0888. This information is also available from the EDGAR database on the SEC’s website at http://www.sec.gov.

Quarterly Portfolio Schedules Information

The Trust files its complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year on Form N-Q; which are available on the SEC’s website at http://www.sec.gov. The Funds’ Forms N-Q may be reviewed and copied at the SEC’s Public Reference Room in Washington, DC, and that information on the operation of the Public Reference Room may be obtained by calling 800-SEC-0330. Copies of the portfolio holdings are also available to shareholders, without charge and upon request, by calling 800.820.0888.

Office Locations

The offices of Guggenheim Investments can be found in the following locations:

330 Madison Avenue
10th Floor
New York, NY 10017
(Headquarters)

Four Irvington Centre
805 King Farm Boulevard
Suite 600
Rockville, MD 20850

9401 Indian Creek Parkway
40 Corporate Woods
Suite 850
Overland Park, KS 66210

Distributor Change

Effective March 3, 2014, Guggenheim Distributors, LLC (“GD”), the distributor for shares of the Funds was consolidated into and with Guggenheim Funds Distributors, LLC (“GFD”). Following the consolidation, GFD serves as the Funds’ distributor.

GD and GFD are both indirect, wholly-owned subsidiaries of Guggenheim Capital, LLC and, therefore, the consolidation will not result in a change of actual control of the Funds’ distributor. The primary goal of the consolidation is to achieve greater operational efficiencies and allow all of the Guggenheim funds, including funds that are not series of the Trusts, to be distributed by a single distributor.


	THE RYDEX FUNDS SEMI-ANNUAL REPORT \| 91

OTHER INFORMATION (Unaudited)(continued)

Board Considerations in Approving the Investment Advisory Agreement

At in-person meetings of the Board of Trustees (the “Board”) of Rydex Series Funds (the “Trust”) held on May 15 and June 4, 2014 (each, a “Meeting” and, together, the “Meetings”), called for the purpose of, among other things, consideration of, and voting on, the approval and continuation of the investment advisory agreement applicable to each series of the Trust (each, a “Fund” and, collectively, the “Funds”), the Board, including the Trustees who are not “interested persons,” as defined by the Investment Company Act of 1940, of the Trust (the “Independent Trustees”), unanimously approved the continuation of the investment advisory agreement (the “Investment Advisory Agreement”) between the Trust and Security Investors, LLC (the “Advisor”) with respect to each of the Funds for an additional one-year period, based on the Board’s review of qualitative and quantitative information provided by the Advisor.

In reaching the conclusion to approve the continuation of the Investment Advisory Agreement, the Independent Trustees requested and obtained from the Advisor such information as the Independent Trustees deemed reasonably necessary to evaluate the Investment Advisory Agreement. The Advisor provided the Board with a wide variety of information, including comparisons of Fund performance and fees relative to comparable peer funds in advance of the May 15, 2014 Meeting. The Independent Trustees carefully evaluated the information provided as well as information they received throughout the year as part of their regular oversight of the Funds. At the Meetings, independent legal counsel advised the Independent Trustees with respect to their deliberations and their fiduciary responsibilities associated with the Board’s consideration of the continuation of the Investment Advisory Agreement. The Board also received a memorandum from Fund counsel regarding the Board’s responsibilities when considering the approval of an investment advisory agreement.

During the Meetings, the Board, including the Independent Trustees, evaluated a number of considerations, including among others: (a) the nature, extent and quality of the Advisor’s investment advisory 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) a comparison of the Funds’ advisory fees to the fees charged to comparable funds or accounts, paying special attention to the absence of breakpoints in these fees and the Advisor’s rationale for not including breakpoints; (f) each Fund’s overall fees and operating expenses compared with those of peer funds; (g) the Advisor’s profitability with respect to its Fund-related operations; (h) the Advisor’s compliance systems; (i) the Advisor’s policies and compliance procedures applicable to personal securities transactions; (j) the Advisor’s reputation, expertise and resources in the financial markets; and (k) Fund performance compared with that of peer funds and/or appropriate benchmarks. In its deliberations, the Board did not identify any particular factor as controlling, noting that each Trustee could attribute different weights to the various factors considered.

Based on the Board’s deliberations at the Meetings, the Board, including all of the Independent Trustees, unanimously: (a) concluded that the terms of the Investment Advisory Agreement are fair and reasonable; (b) concluded that the Advisor’s fees were reasonable in light of the services that it provides to the Funds; and (c) agreed to approve and continue the Investment Advisory Agreement based upon the following considerations, among others:

•

Nature, Extent and Quality of Services Provided by the Advisor. At the Meetings, the Board reviewed the scope of services to be provided by the Advisor under the Investment Advisory 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 during the upcoming year. The Board also considered the Advisor’s representations to the Board that the Advisor would continue to provide investment and related services that were of materially the same quality and quantity as services provided to the Funds in the past, and that these services are appropriate in scope and extent in light of the Funds’ operations, the competitive landscape of the investment company business and investor needs.

•

Fund Expenses and Performance of the Funds and the Advisor. At the Meetings, the Board reviewed statistical information provided by the Advisor regarding the expense ratio components and performance of each Fund. The Advisor engaged FUSE Research Network LLC (“FUSE”), an independent, third party research provider, to prepare advisory contract renewal reports to help the Board fulfill its advisory contract renewal responsibilities. The reports compared the Funds’ fees, expenses and total return performance to those of comparable funds in the Funds’ peer group and the broader peer universe, as determined by FUSE. Statistical information in the FUSE reports related to the expense ratio components was based on a comparison of the Funds’ and peer funds’ actual advisory fees, waivers/reimbursements, and gross and net total expenses. The Board also considered the Advisor’s representation


92 \| THE RYDEX FUNDS SEMI-ANNUAL REPORT

OTHER INFORMATION (Unaudited)(concluded)

•

Costs of Services Provided to the Funds and Profits Realized by the Advisor and its Affiliates. At the Meetings, the Board reviewed information about the profitability of the Funds to the Advisor based on the advisory fees payable under the current Investment Advisory Agreement for the last calendar year. At the Meetings, the Board also analyzed the Funds’ expenses, including the investment advisory fees paid to the Advisor, and reviewed reports comparing the expense ratios of the Funds to those of other comparable funds. The Board also reviewed information regarding the 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 and/or its affiliates. The Board also discussed the Advisor’s profit margin as reflected in the Advisor’s profitability analysis.

•

Economies of Scale. In connection with its review of the Funds’ profitability analysis at the Meetings, the Board considered the absence of breakpoints in the Advisor’s fee schedule and reviewed information regarding the extent to which economies of scale or other efficiencies may result from increases in the Funds’ asset levels. In light of the relatively small size of many of the Funds and the fact that the size of individual Funds in the complex increases and decreases significantly from time to time due to unlimited trading that is permitted among most of the Funds in the complex, the Board concluded that economies of scale were not likely to be directly realized as a result of increases in the asset levels of the individual Funds, and accordingly, fee breakpoints were not currently appropriate for the Funds.

•

Other Benefits to the Advisor and/or its Affiliates. In addition to evaluating the services provided by the Advisor, the Board considered the nature and amount of other benefits received by the Advisor and its affiliates as a result of their relationship with the Funds. In particular, the Board considered the nature, extent and quality of the administrative, distribution, and shareholder services performed by the Advisor’s affiliates and the fees paid to the Advisor’s affiliates for those services under separate agreements. In light of the costs of providing services pursuant to the separate agreements as well as the Advisor’s and its affiliates’ commitment to the Funds, the ancillary benefits the Advisor and its affiliates received were considered reasonable. The Board also noted that the Advisor reports portfolio transactions on behalf of the Funds, including the cost of such transactions, placed through an affiliate of the Funds or the Advisor at each quarterly Board meeting.


	THE RYDEX FUNDS SEMI-ANNUAL REPORT \| 93

INFORMATION ON BOARD OF TRUSTEES AND OFFICERS (Unaudited)

Name, Address* and Year of Birth of Trustee	Position(s) Held with the Trust, Term of Office and Length of Time Served	Principal Occupation(s) During Past 5 Years	Number of Portfolios in Fund Complex Overseen by Trustee***	Other Directorships Held by Trustee
INTERESTED TRUSTEE
Donald C. Cacciapaglia** (1951)	Trustee from 2012 to present.	Current: President and CEO, certain other funds in the Fund Complex (2012-present); Vice Chairman, Guggenheim Investments (2010-present). Former: Chairman and CEO, Channel Capital Group, Inc. (2002-2010).	220	Delaware Life (2013-present); Guggenheim Life and Annuity Company (2011-present); Paragon Life Insurance Company of Indiana (2011-present).
INDEPENDENT TRUSTEES
Corey A. Colehour (1945)	Trustee and Member of the Audit, Governance, Nominating, and Investment and Performance Committees from 1998 to present.	Retired.	131	None.
J. Kenneth Dalton (1941)	Trustee, Member and Chairman of the Audit Committee, and Member of the Governance and Nominating Committees from 1998 to present; and Member of the Risk Oversight Committee from 2010 to present.	Retired.	131	Trustee of Epiphany Funds (4) (2009-present).
John O. Demaret (1940)	Vice Chairman of the Board of Trustees from 2014 to present; Trustee from 1998 to present and Chairman of the Board from 2006 to 2014; Member and Chairman of the Audit Committee from 1998 to present; and Member of the Risk Oversight Committee from 2010 to present.	Retired.	131	None.
Werner E. Keller (1940)	Chairman of the Board from 2014 to present; Vice Chairman of the Board of Trustees from 2010 to 2014; Trustee and Member of the Audit, Governance, and Nominating Committees from 2005 to present; and Chairman and Member of the Risk Oversight Committee from 2010 to present.	Current: Founder and President, Keller Partners, LLC (investment research firm) (2005-present).	131	None.


94 \| THE RYDEX FUNDS SEMI-ANNUAL REPORT

INFORMATION ON BOARD OF TRUSTEES AND OFFICERS (Unaudited)(continued)

Name, Address* and Year of Birth of Trustee	Position(s) Held with the Trust, Term of Office and Length of Time Served	Principal Occupation(s) During Past 5 Years	Number of Portfolios in Fund Complex Overseen by Trustee***	Other Directorships Held by Trustee
INDEPENDENT TRUSTEES - concluded
Thomas F. Lydon, Jr. (1960)	Trustee and Member of the Audit, Governance, and Nominating Committees from 2005 to present.	Current: President, Global Trends Investments (registered investment adviser) (1996-present).	131	US Global Investors (GROW) (1995-present).
Patrick T. McCarville (1942)	Trustee, Member of the Audit Committee, and Chairman and Member of the Governance and Nominating Committees from 1998 to present.	Retired. Former: Chief Executive Officer, Par Industries, Inc., d/b/a Par Leasing (1977-2010).	131	None.

Name, Address* and Year of Birth	Position(s) Held with the Trust, Term of Office and Length of Time Served	Principal Occupation(s) During Past 5 Years
OFFICERS
Donald C. Cacciapaglia (1951)	President (2012-present).	Current: President and CEO, certain other funds in the Fund Complex (2012-present); Vice Chairman, Guggenheim Investments (2010-present). Former: Chairman and CEO, Channel Capital Group Inc. (2002-2010).
Michael P. Byrum (1970)	Vice President (1999-present).	Current: Senior Vice President, Security Investors, LLC (2010-present); President and Chief Investment Officer, Rydex Holdings, LLC (2008-present); Director and Chairman, Advisory Research Center, Inc. (2006-present); Manager, Guggenheim Specialized Products, LLC (2005-present). Former: Vice President, Guggenheim Distributors, LLC (2009); Director (2009-2010) and Secretary (2002-2010), Rydex Fund Services, LLC; Director (2008-2010), Chief Investment Officer (2006-2010), President (2004-2010) and Secretary (2002-2010), Rydex Advisors, LLC; Director (2008-2010), Chief Investment Officer (2006-2010), President (2004-2010) and Secretary (2002-2010), Rydex Advisors II, LLC.
Nikolaos Bonos (1963)	Vice President and Treasurer (2003-present).	Current: Senior Vice President, Security Investors, LLC (2010-present); Chief Executive Officer, Guggenheim Specialized Products, LLC (2009-present); Chief Executive Officer & President, Rydex Fund Services, LLC (2009-present); Vice President, Rydex Holdings, LLC (2008-present). Former: Senior Vice President, Security Global Investors, LLC (2010-2011); and Senior Vice President, Rydex Advisors, LLC and Rydex Advisors II, LLC (2006-2011).


	THE RYDEX FUNDS SEMI-ANNUAL REPORT \| 95

INFORMATION ON BOARD OF TRUSTEES AND OFFICERS (Unaudited)(concluded)

Name, Address* and Year of Birth	Position(s) Held with the Trust, Term of Office and Length of Time Served	Principal Occupation(s) During Past 5 Years
OFFICERS - concluded
Elisabeth Miller (1968)	Chief Compliance Officer (2012-present).	Current: CCO, certain other funds in the Fund Complex (2012-present); CCO, Security Investors, LLC (2012-present); CCO, Guggenheim Funds Investment Advisors, LLC (2012-present); Vice President, Guggenheim Funds Distributors, LLC (March 2014-present). Former: CCO, Guggenheim Distributors, LLC (2009-March 2014); Senior Manager, Security Investors, LLC (2004-2009); Senior Manager, Guggenheim Distributors, LLC (2004-2009).
Joseph M. Arruda (1966)	Assistant Treasurer (2006-present).	Current: Assistant Treasurer, certain other funds in the Fund Complex (2006-present); Vice President, Security Investors, LLC (2010-present); CFO and Manager, Guggenheim Specialized Products, LLC (2009-present). Former: Vice President, Security Global Investors, LLC (2010-2011); Vice President, Rydex Advisors, LLC (2010); Vice President, Rydex Advisors II, LLC (2010).
Amy J. Lee (1961)	Vice President (2009-present) and Secretary (2012-present).	Current: Chief Legal Officer, certain other funds in the Fund Complex (2012-present); Senior Managing Director, Guggenheim Investments (2012-present). Former: Vice President, Associate General Counsel and Assistant Secretary, Security Benefit Life Insurance Company and Security Benefit Corporation (2004-2012).

*	All Trustees and Officers may be reached c/o Guggenheim Investments, 805 King Farm Boulevard, Suite 600, Rockville, MD 20850.
**	Mr. Cacciapaglia is an “interested” person of the Trust, as that term is defined in the 1940 Act by virtue of his affiliation with the Adviser’s parent company.
***	The “Fund Complex” includes all closed-end and open-end funds (including all of their portfolios) advised by the Adviser and any funds that have an investment adviser or servicing agent that is an affiliated person of the Adviser. Information provided is as of the date of this report.


96 \| THE RYDEX FUNDS SEMI-ANNUAL REPORT

GUGGENHEIM INVESTMENTS PRIVACY POLICIES (Unaudited)

Rydex Funds, Guggenheim Funds, Rydex Investments, Guggenheim Funds Distributors, LLC, Security Investors, LLC, Security Distributors, Inc., Guggenheim Partners Investment Managers, LLC, and Rydex Advisory Services (Collectively “Guggenheim Investments”).

Our Commitment to You

When you become a Guggenheim Investments investor, you entrust us with not only your hard-earned money but also with personal and financial information about you. We recognize that your relationship with us is based on trust and that you expect us to act responsibly and in your best interests. Because we have access to this private information about you, we hold ourselves to the highest standards in its safekeeping and use. This means, most importantly, that we do not sell client information to anyone—whether it is your personal information or if you are a current or former Guggenheim Investments client.

The Information We Collect About You

In the course of doing business with shareholders and investors, we collect nonpublic personal information about you. You typically provide personal information when you complete a Guggenheim Investments account application or when you request a transaction that involves Rydex and Guggenheim Investments funds or one of the Guggenheim Investments affiliated companies. “Nonpublic personal information” is personally identifiable private information about you. For example, it includes information regarding your name and address, Social Security or taxpayer identification number, assets, income, account balance, bank account information and investment activity (e.g., purchase and redemption history).

How We Handle Your Personal Information

As emphasized above, we do not sell information about current or former clients or their accounts to third parties. Nor do we share such information, except when necessary to complete transactions at your request or to make you aware of related investment products and services that we offer. Additional details about how we handle your personal information are provided below. To complete certain transactions or account changes that you direct, it may be necessary to provide identifying information to companies, individuals or groups that are not affiliated with Guggenheim Investments. For example, if you ask to transfer assets from another financial institution to Guggenheim Investments, we will need to provide certain information about you to that company to complete the transaction. To alert you to other Guggenheim Investments investment products and services, we may share your information within the Guggenheim Investments family of affiliated companies. This would include, for example, sharing your information within Guggenheim Investments so we can make you aware of new Rydex and Guggenheim Investments funds or the services offered through another Guggenheim Investments affiliated company. In certain instances, we may contract with nonaffiliated companies to perform services for us. Where necessary, we will disclose information we have about you to these third parties. In all such cases, we provide the third party with only the information necessary to carry out its assigned responsibilities and only for that purpose. And we require these third parties to treat your private information with the same high degree of confidentiality that we do. In certain instances, we may share information with other financial institutions regarding individuals and entities in response to the U.S.A. Patriot Act. Finally, we will release information about you if you direct us to do so, if we are compelled by law to do so or in other circumstances permitted by law.

Opt Out Provisions

We do not sell your personal information to anyone. The law allows you to “opt out” of only certain kinds of information sharing with third parties. The firm does not share personal information about you with any third parties that triggers this opt-out right. This means YOU ARE ALREADY OPTED OUT.


	THE RYDEX FUNDS SEMI-ANNUAL REPORT \| 97

GUGGENHEIM INVESTMENTS PRIVACY POLICIES (Unaudited)(concluded)

How We Protect Privacy Online

Our concern for the privacy of our shareholders also extends to those who use our web site, guggenheiminvestments.com. Our web site uses some of the most secure forms of online communication available, including encryption technology, Secure Socket Layer (SSL) protocol, firewalls and user names and passwords. These technologies provide a high level of security and privacy when you access your account information or initiate online transactions. The Guggenheim Investments web site offers customized features that require our use of “http cookies”—tiny pieces of information that we ask your browser to store. However, we make very limited use of these cookies. We only use cookies for session management and security features on the Guggenheim Investments web site. We do not use them to pull data from your hard drive, to learn your email address, or to view data in cookies created by other web sites. We will not share the information in our cookies or give others access to it. See the legal information area on our web site for more details about web site security and privacy features.

How We Safeguard Your Personal Information

We restrict access to nonpublic personal information about shareholders to our employees and in some cases to third parties (for example, the service providers described above) as permitted by law. We maintain strict physical, electronic and procedural safeguards that comply with federal standards to guard your nonpublic personal information.

We’ll Keep You Informed

As required by federal law, we will notify shareholders of our privacy policy annually. We reserve the right to modify this policy at any time, but rest assured that if we do change it, we will tell you promptly. You will also be able to access our privacy policy from our web site at guggenheiminvestments.com. Should you have any questions regarding our privacy policy, contact us at 800.820.0888 or 301.296.5100.


98 \| THE RYDEX FUNDS SEMI-ANNUAL REPORT

This page intentionally left blank.

9.30.2014

Rydex Funds Semi-Annual Report

Domestic Equity Fund
NASDAQ-100^® Fund

ROTCF-SEMI-0914x0315

guggenheiminvestments.com

TABLE OF CONTENTS

DEAR SHAREHOLDER	2
ECONOMIC AND MARKET OVERVIEW	3
ABOUT SHAREHOLDERS’ FUND EXPENSES	5
NASDAQ-100^® FUND	7
NOTES TO FINANCIAL STATEMENTS	16
OTHER INFORMATION	28
INFORMATION ON BOARD OF TRUSTEES AND OFFICERS	31
GUGGENHEIM INVESTMENTS PRIVACY POLICIES	34


	THE RYDEX FUNDS SEMI-ANNUAL REPORT \| 1

September 30, 2014

Dear Shareholder:

Security Investors, LLC (the “Investment Adviser”) is pleased to present the semi-annual shareholder report for one of our Funds (the “Funds”) for the six-month period ended September 30, 2014.

The Investment Adviser is part of Guggenheim Investments, which represents the investment management businesses of Guggenheim Partners, LLC, a global, diversified financial services firm.

Guggenheim Funds Distributors, LLC is the distributor of the Funds. Guggenheim Funds Distributors, LLC is affiliated with Guggenheim Partners, LLC and Security Investors, LLC.

We encourage you to read the Economic and Market Overview section of the report, which follows this letter, and then the Fund Profile for the Fund.

We are committed to providing innovative investment solutions and appreciate the trust you place in us.

Sincerely,

Donald C. Cacciapaglia
President
October 31, 2014


2 \| THE RYDEX FUNDS SEMI-ANNUAL REPORT

ECONOMIC AND MARKET OVERVIEW (Unaudited)

September 30, 2014


	THE RYDEX FUNDS SEMI-ANNUAL REPORT \| 3

ECONOMIC AND MARKET OVERVIEW (Unaudited)(concluded)

September 30, 2014

*Index Definitions:

The following indices are referenced throughout this report. Indices are unmanaged and not available for direct investment. Index performance does not reflect transaction costs, fees, or expenses.

BofA Merrill Lynch 3-Month U.S. Treasury Bill Index is an unmanaged market index of U.S. Treasury securities maturing in 90 days that assumes reinvestment of all income.

Barclays U.S. Corporate High Yield Index covers the universe of dollar denominated, fixed rate, non-investment grade debt, taxable corporate debt.

MSCI Emerging Markets Index is a free float-adjusted market capitalization weighted index that is designed to measure equity market performance in the global emerging markets.

S&P 500^® Index is a market-weighted stock market index comprised of the stocks of 500 U.S. corporations; the index is owned and maintained by Standard & Poor’s.


4 \| THE RYDEX FUNDS SEMI-ANNUAL REPORT

ABOUT SHAREHOLDERS’ FUND EXPENSES (Unaudited)

All mutual funds have operating expenses and it is important for our shareholders to understand the impact of costs on their investments. Shareholders of a Fund incur two types of costs: (i) transaction costs, including sales charges (loads) on purchase payments, reinvested dividends, or other distributions; and exchange fees; and (ii) ongoing costs, including management fees, administrative services, and shareholder reports, among others. These ongoing costs, or operating expenses, are deducted from a fund’s gross income and reduce the investment return of the fund.

The examples are based on an investment of $1,000 made at the beginning of the period and held for the entire six-month period beginning March 31, 2014 and ending September 30, 2014.

The following tables illustrate a Fund’s costs in two ways:


	THE RYDEX FUNDS SEMI-ANNUAL REPORT \| 5

ABOUT SHAREHOLDERS’ FUND EXPENSES (Unaudited)(concluded)

	Expense Ratio¹	Fund Return	Beginning Account Value March 31, 2014	Ending Account Value September 30, 2014	Expenses Paid During Period²
Table 1. Based on actual Fund return³
NASDAQ-100^® Fund
Investor Class	1.28%	12.63%	$1,000.00	$1,126.30	$6.82
Advisor Class	1.77%	12.33%	1,000.00	1,123.30	9.42
A-Class	1.53%	12.49%	1,000.00	1,124.90	8.15
C-Class	2.28%	12.11%	1,000.00	1,121.10	12.12
H-Class⁴	1.54%	(1.27%)	1,000.00	987.30	0.50

Table 2. Based on hypothetical 5% return (before expenses)
NASDAQ-100^® Fund
Investor Class	1.28%	5.00%	$1,000.00	$1,018.65	$6.48
Advisor Class	1.77%	5.00%	1,000.00	1,016.19	8.95
A-Class	1.53%	5.00%	1,000.00	1,017.40	7.74
C-Class	2.28%	5.00%	1,000.00	1,013.64	11.51
H-Class⁴	1.54%	5.00%	1,000.00	1,017.35	7.79

¹	Annualized and excludes expenses of the underlying funds in which the Fund invests.
²	Expenses are equal to the Fund's annualized expense ratio, net of any applicable fee waivers, multiplied by the average account value over the period, multiplied by 183/365 (to reflect the one-half year period).
³	Actual cumulative return at net asset value for the period March 31, 2014 to September 30, 2014.
⁴	Since commencement of operations: September 18, 2014. Expenses paid based on actual fund return are calculated using 12 days from the commencement of operations. Expenses paid based on the hypothetical 5% return are calculated using 183 days.


6 \| THE RYDEX FUNDS SEMI-ANNUAL REPORT

FUND PROFILE (Unaudited)

September 30, 2014

NASDAQ-100^® FUND

OBJECTIVE: Seeks to provide investment results that correspond, before fees and expenses, to a benchmark for over-the-counter securities on a daily basis. The Fund’s current benchmark is the NASDAQ-100 Index^® (the “underlying index”).

Holdings Diversification (Market Exposure as % of Net Assets)

"Holdings Diversification (Market Exposure as % of Net Assets)" excludes any temporary cash investments.

Inception Dates:
Investor Class	February 14, 1994
Advisor Class	September 22, 1998
A-Class	March 31, 2004
C-Class	March 26, 2001
H-Class	September 18, 2014

Ten Largest Holdings (% of Total Net Assets)
Apple, Inc.	9.2%
Microsoft Corp.	5.8%
Google, Inc. — Class C	3.0%
Guggenheim Strategy Fund II	2.7%
Intel Corp.	2.6%
Google, Inc. — Class A	2.5%
Gilead Sciences, Inc.	2.4%
Facebook, Inc. — Class A	2.4%
Amazon.com, Inc.	2.3%
Cisco Systems, Inc.	2.0%
Top Ten Total	34.9%

“Ten Largest Holdings” exclude any temporary cash or derivative investments.


	THE RYDEX FUNDS SEMI-ANNUAL REPORT \| 7

SCHEDULE OF INVESTMENTS (Unaudited)	September 30, 2014
NASDAQ-100^® FUND

	Shares		Value

COMMON STOCKS† - 68.6%

TECHNOLOGY - 27.9%
Apple, Inc.		724,894	$	73,033,070
Microsoft Corp.		997,520		46,245,028
Intel Corp.		599,370		20,870,063
QUALCOMM, Inc.		202,901		15,170,908
Texas Instruments, Inc.		129,239		6,163,408
Micron Technology, Inc.*		129,635		4,441,295
Adobe Systems, Inc.*		60,213		4,166,137
Cognizant Technology Solutions Corp. — Class A*		73,596		3,294,893
Applied Materials, Inc.		147,500		3,187,475
Intuit, Inc.		34,368		3,012,355
Western Digital Corp.		28,330		2,757,076
SanDisk Corp.		27,145		2,658,853
Avago Technologies Ltd.		30,473		2,651,151
Broadcom Corp. — Class A		65,497		2,647,389
Cerner Corp.*		41,288		2,459,526
Seagate Technology plc		39,564		2,265,830
NXP Semiconductor N.V.		28,893		1,977,148
Fiserv, Inc.*		30,170		1,950,038
Paychex, Inc.		43,957		1,942,899
Analog Devices, Inc.		38,039		1,882,550
Activision Blizzard, Inc.		86,859		1,805,799
NetApp, Inc.		38,649		1,660,361
Check Point Software Technologies Ltd.		23,097		1,599,236
KLA-Tencor Corp.		20,019		1,577,097
Autodesk, Inc.*		27,585		1,519,934
CA, Inc.		53,879		1,505,379
Citrix Systems, Inc.*		19,911		1,420,451
Xilinx, Inc.		32,502		1,376,460
Altera Corp.		37,405		1,338,351
Akamai Technologies, Inc.*		21,569		1,289,826
Linear Technology Corp.		28,874		1,281,717
NVIDIA Corp.		65,605		1,210,412
Maxim Integrated Products, Inc.		34,374		1,039,470
Automatic Data Processing, Inc.*		8,098		590,749
Total Technology				221,992,334

COMMUNICATIONS - 22.7%
Google, Inc. — Class C*		40,943		23,638,850
Google, Inc. — Class A*		34,303		20,184,228
Facebook, Inc. — Class A*		243,943		19,281,255
Amazon.com, Inc.*		55,935		18,035,682
Cisco Systems, Inc.		620,155		15,609,301
Comcast Corp. — Class A		260,229		13,995,116
eBay, Inc.*		150,262		8,509,337
Priceline Group, Inc.*		6,349		7,355,824
Baidu, Inc. ADR*		33,511		7,313,106
Twenty-First Century Fox, Inc. — Class A		168,461		5,776,528
DIRECTV*		60,800		5,260,416
Yahoo!, Inc.*		120,407		4,906,585
Viacom, Inc. — Class B		45,043		3,465,608
Netflix, Inc.*		7,275		3,282,335
Sirius XM Holdings, Inc.*,1		686,639		2,396,370
Vodafone Group plc ADR		60,675		1,995,601
Charter Communications, Inc. — Class A*		13,153		1,990,970
Symantec Corp.		83,588		1,965,154
DISH Network Corp. — Class A*		26,902		1,737,331
SBA Communications Corp. — Class A*		15,618		1,732,036
Liberty Interactive Corp. — Class A*		54,800		1,562,896
VimpelCom Ltd. ADR		200,004		1,444,029
TripAdvisor, Inc.*		15,736		1,438,585
Equinix, Inc.*		6,440		1,368,371
Liberty Media Corp. — Class C*		27,683		1,300,825
Expedia, Inc.		13,847		1,213,274
Liberty Global plc — Class A		26,017		1,106,763
F5 Networks, Inc.*		8,969		1,064,979
Discovery Communications, Inc. — Class C*		18,248		680,285
Discovery Communications, Inc. — Class A*		17,960		678,888
Liberty Media Corp. — Class A*		12,646		596,638
Total Communications				180,887,166

CONSUMER, NON-CYCLICAL - 12.7%
Gilead Sciences, Inc.*		183,005		19,480,883
Amgen, Inc.		91,959		12,916,561
Biogen Idec, Inc.*		28,588		9,457,196
Celgene Corp.*		96,789		9,173,661
Mondelez International, Inc. — Class A		204,095		6,993,315
Express Scripts Holding Co.*		90,245		6,374,004
Automatic Data Processing, Inc.		58,220		4,836,918
Regeneron Pharmaceuticals, Inc.*		11,995		4,324,437
Kraft Foods Group, Inc.		71,907		4,055,555
Alexion Pharmaceuticals, Inc.*		23,948		3,971,057
Vertex Pharmaceuticals, Inc.*		28,822		3,236,999
Illumina, Inc.*		16,876		2,766,314
Keurig Green Mountain, Inc.		19,663		2,558,746
Mylan, Inc.*		45,283		2,059,924
Intuitive Surgical, Inc.*		4,352		2,009,841
Monster Beverage Corp.*		20,239		1,855,309
Whole Foods Market, Inc.		43,733		1,666,665
Verisk Analytics, Inc. — Class A*		20,154		1,227,177
Henry Schein, Inc.*		10,270		1,196,147
Catamaran Corp.*		25,109		1,058,344
Total Consumer, Non-cyclical				101,219,053


8 \| THE RYDEX FUNDS SEMI-ANNUAL REPORT	SEE NOTES TO FINANCIAL STATEMENTS.

SCHEDULE OF INVESTMENTS (Unaudited)(continued)	September 30, 2014
NASDAQ-100^® FUND

	Shares		Value

CONSUMER, CYCLICAL - 4.5%
Starbucks Corp.		90,940	$	6,862,333
Costco Wholesale Corp.		53,060		6,649,479
Tesla Motors, Inc.*,1		15,088		3,661,556
Marriott International, Inc. — Class A		35,177		2,458,872
PACCAR, Inc.		42,949		2,442,724
Wynn Resorts Ltd.		12,269		2,295,285
Ross Stores, Inc.		25,616		1,936,057
O’Reilly Automotive, Inc.*		12,562		1,888,822
Fastenal Co.		35,927		1,613,122
Bed Bath & Beyond, Inc.*		24,449		1,609,478
Dollar Tree, Inc.*		24,893		1,395,751
Mattel, Inc.		40,900		1,253,585
Tractor Supply Co.		16,667		1,025,187
Staples, Inc.		77,987		943,643
Total Consumer, Cyclical				36,035,894

INDUSTRIAL - 0.6%
Garmin Ltd.1		23,318		1,212,303
Stericycle, Inc.*		10,267		1,196,722
CH Robinson Worldwide, Inc.		17,815		1,181,490
Expeditors International of Washington, Inc.		23,620		958,500
Total Industrial				4,549,015

BASIC MATERIALS - 0.2%
Sigma-Aldrich Corp.		14,403		1,958,952

Total Common Stocks
(Cost $173,313,952)				546,642,414

MUTUAL FUNDS† - 26.9%
Guggenheim Strategy Fund I2,3		7,734,722		192,671,915
Guggenheim Strategy Fund II3		867,115		21,591,171
Total Mutual Funds
(Cost $214,549,120)				214,263,086

	Face Amount

REPURCHASE AGREEMENTS††,4 - 0.8%
RBC Capital Markets issued 09/30/14 at (0.05)% due 10/01/14	$	2,214,605		2,214,605
Mizuho Financial Group, Inc. issued 09/30/14 at 0.01% due 10/01/14		1,294,905		1,294,905
Credit Suisse Group issued 09/30/14 at (0.05)% due 10/01/145		1,003,407		1,003,407
UMB Financial Corp. issued 09/30/14 at 0.00% due 10/01/14		915,696		915,696
HSBC Group issued 09/30/14 at 0.00% due 10/01/14		571,387		571,387
Total Repurchase Agreements
(Cost $6,000,000)				6,000,000

SECURITIES LENDING COLLATERAL††,6 - 0.4%

Repurchase Agreements
HSBC Securities, Inc. issued 09/30/14 at 0.00% due 10/01/14		2,920,733		2,920,733
BNP Paribas Securities Corp. issued 09/30/14 at 0.00% due 10/01/14		478,809		478,809
Total Securities Lending Collateral
(Cost $3,399,542)				3,399,542

Total Investments - 96.7%
(Cost $397,262,614)			$	770,305,042

	Shares

COMMON STOCKS SOLD SHORT† - (0.1)%

TECHNOLOGY - (0.1)%
CDK Global, Inc.*		19,406		(593,630	)
Total Common Stocks Sold Short
(Proceeds $593,671)				(593,630	)
Other Assets & Liabilities, net - 3.4%				27,491,570
Total Net Assets - 100.0%			$	797,202,982


SEE NOTES TO FINANCIAL STATEMENTS.	THE RYDEX FUNDS SEMI-ANNUAL REPORT \| 9

SCHEDULE OF INVESTMENTS (Unaudited)(concluded)	September 30, 2014
NASDAQ-100^® FUND

	Contracts		Unrealized Gain (Loss)

EQUITY FUTURES CONTRACTS PURCHASED†
December 2014 NASDAQ-100 Index Mini Futures Contracts (Aggregate Value of Contracts $134,907,840)		1,668	$	(1,255,124	)

	Units

OTC EQUITY INDEX SWAP AGREEMENTS††
Goldman Sachs International October 2014 NASDAQ-100 Index Swap, Terminating 10/28/147 (Notional Value $47,631,701)		11,763	$	328,191
Credit Suisse Capital, LLC October 2014 NASDAQ-100 Index Swap, Terminating 10/29/147 (Notional Value $20,158,187)		4,978		213,786
Barclays Bank plc October 2014 NASDAQ-100 Index Swap, Terminating 10/31/147 (Notional Value $54,303,306)		13,410		(40,977	)
(Total Notional Value $122,093,194)			$	501,000

*	Non-income producing security.
†	Value determined based on Level 1 inputs — See Note 4.
††	Value determined based on Level 2 inputs — See Note 4.
1	All or portion of this security is on loan at September 30, 2014 — See Note 6.
2	Affiliated issuer — See Note 12.
3	Investment in a product that is managed by and/or pays a management fee to a party related to the Adviser — See Note 12.
4	Repurchase Agreements — See Note 5.
5	All or a portion of this security is pledged as equity index swap collateral at September 30, 2014.
6	Securities lending collateral — See Note 6.
7	Total Return based on NASDAQ-100 Index +/- financing at a variable rate.
	ADR — American Depositary Receipt
	plc — Public Limited Company


10 \| THE RYDEX FUNDS SEMI-ANNUAL REPORT	SEE NOTES TO FINANCIAL STATEMENTS.

NASDAQ-100^® FUND

STATEMENT OF ASSETS AND LIABILITIES (Unaudited)
September 30, 2014

Assets:
Investments in unaffiliated issuers, at value - including $3,773,301 of securities loaned (cost $194,911,142)	$	568,233,585
Investments in affiliated issuers, at value (cost $192,951,930)		192,671,915
Repurchase agreements, at value (cost $9,399,542)		9,399,542
Total investments (cost $397,262,614)		770,305,042
Segregated cash with broker		19,484,460
Cash		11,027,451
Unrealized appreciation on swap agreements		541,977
Receivables:
Fund shares sold		1,076,509
Securities sold		593,671
Dividends		429,276
Variation margin		283,560
Swap settlement		39,145
Foreign taxes reclaim		7,907
Securities lending income		593
Total assets		803,789,591
Liabilities:
Securities sold short, at value (proceeds $593,671)		593,630
Unrealized depreciation on swap agreements		40,977
Payable for:
Upon return of securities loaned		3,956,625
Securities purchased		590,725
Management fees		462,965
Fund shares redeemed		259,774
Transfer agent and administrative fees		154,322
Portfolio accounting fees		45,334
Distribution and service fees		44,208
Miscellaneous		438,049
Total liabilities		6,586,609
Net assets	$	797,202,982
Net assets consist of:
Paid in capital	$	360,229,899
Accumulated net investment loss		(502,927	)
Accumulated net realized gain on investments		65,187,665
Net unrealized appreciation on investments		372,288,345
Net assets	$	797,202,982
Investor Class:
Net assets	$	657,355,977
Capital shares outstanding		27,298,273
Net asset value per share	$	24.08
Advisor Class:
Net assets	$	75,499,975
Capital shares outstanding		3,437,496
Net asset value per share	$	21.96
A-Class:
Net assets	$	42,354,203
Capital shares outstanding		1,873,010
Net asset value per share	$	22.61
Maximum offering price per share (Net asset value divided by 95.25%)	$	23.74
C-Class:
Net assets	$	21,982,952
Capital shares outstanding		1,064,533
Net asset value per share	$	20.65
H-Class:
Net assets	$	9,875
Capital shares outstanding		436
Net asset value per share	$	22.62

STATEMENT OF OPERATIONS (Unaudited)
Period Ended September 30, 2014**

Investment Income:
Dividends from securities of unaffiliated issuers	$	4,238,491
Dividends from securities of affiliated issuers		694,593
Income from securities lending, net		7,008
Interest		1,618
Total investment income		4,941,710

Expenses:
Management fees		2,979,772
Transfer agent and administrative fees		993,257
Distribution and service fees:
Advisor Class		229,482
A-Class		44,110
C-Class		100,553
H-Class		4
Portfolio accounting fees		287,341
Custodian fees		46,395
Trustees’ fees*		30,432
Line of credit interest expense		452
Miscellaneous		732,839
Total expenses		5,444,637
Net investment loss		(502,927	)

Net Realized and Unrealized Gain (Loss):
Net realized gain (loss) on:
Investments in unaffiliated issuers		51,689,526
Investments in affiliated issuers		(63,669	)
Swap agreements		7,380,491
Futures contracts		12,183,680
Net realized gain		71,190,028
Net change in unrealized appreciation (depreciation) on:
Investments in unaffiliated issuers		27,465,528
Investments in affiliated issuers		(280,015	)
Securities sold short		41
Swap agreements		434,036
Futures contracts		(1,203,289	)
Net change in unrealized appreciation (depreciation)		26,416,301
Net realized and unrealized gain		97,606,329
Net increase in net assets resulting from operations	$	97,103,402

*	Relates to Trustees not deemed “interested persons” within the meaning of Section 2(a)(19) of the 1940 Act.

**	Since commencement of operations: September 18, 2014 — H-Class.


SEE NOTES TO FINANCIAL STATEMENTS.	THE RYDEX FUNDS SEMI-ANNUAL REPORT \| 11

NASDAQ-100^® FUND

STATEMENTS OF CHANGES IN NET ASSETS
	Period Ended September 30, 2014 (Unaudited)			Year Ended March 31, 2014
Increase (Decrease) in Net Assets from Operations:
Net investment income (loss)	$	(502,927	)	$	358,208
Net realized gain on investments		71,190,028			94,903,636
Net change in unrealized appreciation (depreciation) on investments		26,416,301			67,794,671
Net increase in net assets resulting from operations		97,103,402			163,056,515

Distributions to shareholders from:
Net realized gains
Investor Class		—			(52,374,827	)
Advisor Class		—			(3,185,736	)
A-Class		—			(2,215,102	)
C-Class		—			(1,712,829	)
Total distributions to shareholders		—			(59,488,494	)

Capital share transactions:
Proceeds from sale of shares
Investor Class		422,214,865			797,805,960
Advisor Class		454,912,584			747,398,780
A-Class		38,933,240			65,905,567
C-Class		12,619,239			26,628,147
H-Class*		88,789			—
Distributions reinvested
Investor Class		—			46,546,535
Advisor Class		—			3,164,981
A-Class		—			2,113,562
C-Class		—			1,686,286
Cost of shares redeemed
Investor Class		(472,563,328	)		(743,050,821	)
Advisor Class		(431,989,159	)		(761,022,258	)
A-Class		(22,327,453	)		(71,718,486	)
C-Class		(11,986,575	)		(23,621,291	)
H-Class*		(77,933	)		—
Net increase (decrease) from capital share transactions		(10,175,731	)		91,836,962
Net increase in net assets		86,927,671			195,404,983

Net assets:
Beginning of period		710,275,311			514,870,328
End of period	$	797,202,982		$	710,275,311
Accumulated net investment loss at end of period	$	(502,927	)	$	—

Capital share activity:
Shares sold
Investor Class		18,550,074			38,652,000
Advisor Class		22,754,294			40,432,732
A-Class		1,797,847			3,476,725
C-Class		641,896			1,472,390
H-Class*		3,876			—
Shares issued from reinvestment of distributions
Investor Class		—			2,248,625
Advisor Class		—			166,841
A-Class		—			108,499
C-Class		—			94,206
Shares redeemed
Investor Class		(20,842,459	)		(36,409,149	)
Advisor Class		(21,196,533	)		(39,713,114	)
A-Class		(1,007,006	)		(3,861,027	)
C-Class		(618,085	)		(1,328,165	)
H-Class*		(3,440	)		—
Net increase in shares		80,464			5,340,563

*	Since commencement of operations: September 18, 2014.


12 \| THE RYDEX FUNDS SEMI-ANNUAL REPORT	SEE NOTES TO FINANCIAL STATEMENTS.

NASDAQ-100^® FUND

FINANCIAL HIGHLIGHTS

This table is presented to show selected data for a share outstanding throughout each period and to assist shareholders in evaluating a Fund’s performance for the periods presented.

Investor Class	Period Ended September 30, 2014^a			Year Ended March 31, 2014			Year Ended March 28, 2013			Year Ended March 31, 2012			Year Ended March 31, 2011			Year Ended March 31, 2010
Per Share Data
Net asset value, beginning of period	$	21.38		$	18.38		$	17.92		$	15.23		$	12.83		$	8.15
Income (loss) from investment operations:
Net investment income (loss)^b		(.01	)		.02			.02			(.05	)		(.07	)		(.07	)
Net gain (loss) on investments (realized and unrealized)		2.71			5.01			.44			2.74			2.47			4.75
Total from investment operations		2.70			5.03			.46			2.69			2.40			4.68
Less distributions from:
Net realized gains		—			(2.03	)		—			—			—			—
Total distributions		—			(2.03	)		—			—			—			—
Net asset value, end of period	$	24.08		$	21.38		$	18.38		$	17.92		$	15.23		$	12.83

Total Return^c		12.63	%		27.74	%		2.57	%		17.66	%		18.71	%		57.42	%
Ratios/Supplemental Data
Net assets, end of period (in thousands)	$	657,356		$	632,598		$	461,269		$	770,626		$	579,925		$	571,761
Ratios to average net assets:
Net investment income (loss)		(0.06	%)		0.10	%		0.13	%		(0.34	%)		(0.50	%)		(0.63	%)
Total expenses^d		1.28	%		1.29	%		1.26	%		1.27	%		1.31	%		1.30	%
Portfolio turnover rate		58	%		141	%		94	%		94	%		39	%		34	%

Advisor Class	Period Ended September 30, 2014^a			Year Ended March 31, 2014			Year Ended March 28, 2013			Year Ended March 31, 2012			Year Ended March 31, 2011			Year Ended March 31, 2010
Per Share Data
Net asset value, beginning of period	$	19.55		$	17.04		$	16.70		$	14.27		$	12.09		$	7.72
Income (loss) from investment operations:
Net investment income (loss)^b		(.03	)		(.01	)		(.08	)		(.13	)		(.12	)		(.12	)
Net gain (loss) on investments (realized and unrealized)		2.44			4.55			.42			2.56			2.30			4.49
Total from investment operations		2.41			4.54			.34			2.43			2.18			4.37
Less distributions from:
Net realized gains		—			(2.03	)		—			—			—			—
Total distributions		—			(2.03	)		—			—			—			—
Net asset value, end of period	$	21.96		$	19.55		$	17.04		$	16.70		$	14.27		$	12.09

Total Return^c		12.33	%		27.02	%		2.04	%		17.03	%		18.03	%		56.61	%
Ratios/Supplemental Data
Net assets, end of period (in thousands)	$	75,500		$	36,751		$	16,930		$	65,970		$	120,277		$	17,859
Ratios to average net assets:
Net investment income (loss)		(0.32	%)		(0.05	%)		(0.51	%)		(0.87	%)		(1.00	%)		(1.13	%)
Total expenses^d		1.77	%		1.79	%		1.75	%		1.76	%		1.80	%		1.80	%
Portfolio turnover rate		58	%		141	%		94	%		94	%		39	%		34	%


SEE NOTES TO FINANCIAL STATEMENTS.	THE RYDEX FUNDS SEMI-ANNUAL REPORT \| 13

NASDAQ-100^® FUND

FINANCIAL HIGHLIGHTS (continued)

This table is presented to show selected data for a share outstanding throughout each period and to assist shareholders in evaluating a Fund’s performance for the periods presented.

A-Class	Period Ended September 30, 2014^a			Year Ended March 31, 2014			Year Ended March 28, 2013			Year Ended March 31, 2012			Year Ended March 31, 2011			Year Ended March 31, 2010
Per Share Data
Net asset value, beginning of period	$	20.10		$	17.42		$	17.03		$	14.52		$	12.27		$	7.82
Income (loss) from investment operations:
Net investment income (loss)^b		(.03	)		(.03	)		(.02	)		(.09	)		(.11	)		(.09	)
Net gain (loss) on investments (realized and unrealized)		2.54			4.74			.41			2.60			2.36			4.54
Total from investment operations		2.51			4.71			.39			2.51			2.25			4.45
Less distributions from:
Net realized gains		—			(2.03	)		—			—			—			—
Total distributions		—			(2.03	)		—			—			—			—
Net asset value, end of period	$	22.61		$	20.10		$	17.42		$	17.03		$	14.52		$	12.27

Total Return^c		12.49	%		27.42	%		2.29	%		17.29	%		18.34	%		56.91	%
Ratios/Supplemental Data
Net assets, end of period (in thousands)	$	42,354		$	21,751		$	23,656		$	14,553		$	19,806		$	15,128
Ratios to average net assets:
Net investment income (loss)		(0.32	%)		(0.14	%)		(0.09	%)		(0.61	%)		(0.81	%)		(0.86	%)
Total expenses^d		1.53	%		1.54	%		1.52	%		1.53	%		1.56	%		1.55	%
Portfolio turnover rate		58	%		141	%		94	%		94	%		39	%		34	%

C-Class	Period Ended September 30, 2014^a			Year Ended March 31, 2014			Year Ended March 28, 2013			Year Ended March 31, 2012			Year Ended March 31, 2011			Year Ended March 31, 2010
Per Share Data
Net asset value, beginning of period	$	18.42		$	16.22		$	15.97		$	13.72		$	11.67		$	7.49
Income (loss) from investment operations:
Net investment income (loss)^b		(.10	)		(.16	)		(.13	)		(.19	)		(.19	)		(.16	)
Net gain (loss) on investments (realized and unrealized)		2.33			4.39			.38			2.44			2.24			4.34
Total from investment operations		2.23			4.23			.25			2.25			2.05			4.18
Less distributions from:
Net realized gains		—			(2.03	)		—			—			—			—
Total distributions		—			(2.03	)		—			—			—			—
Net asset value, end of period	$	20.65		$	18.42		$	16.22		$	15.97		$	13.72		$	11.67

Total Return^c		12.11	%		26.46	%		1.57	%		16.40	%		17.57	%		55.81	%
Ratios/Supplemental Data
Net assets, end of period (in thousands)	$	21,983		$	19,175		$	13,015		$	15,177		$	11,864		$	12,216
Ratios to average net assets:
Net investment income (loss)		(1.06	%)		(0.89	%)		(0.84	%)		(1.35	%)		(1.52	%)		(1.63	%)
Total expenses^d		2.28	%		2.29	%		2.26	%		2.27	%		2.31	%		2.30	%
Portfolio turnover rate		58	%		141	%		94	%		94	%		39	%		34	%


14 \| THE RYDEX FUNDS SEMI-ANNUAL REPORT	SEE NOTES TO FINANCIAL STATEMENTS.

NASDAQ-100^® FUND

FINANCIAL HIGHLIGHTS (concluded)

This table is presented to show selected data for a share outstanding throughout each period and to assist shareholders in evaluating a Fund’s performance for the periods presented.

H-Class	Period Ended September 30, 2014^e
Per Share Data
Net asset value, beginning of period	$	22.91
Income (loss) from investment operations:
Net investment income (loss)^b		(.01	)
Net gain (loss) on investments (realized and unrealized)		(.28	)
Total from investment operations		(.29	)
Net asset value, end of period	$	22.62

Total Return^c		(1.27	%)
Ratios/Supplemental Data
Net assets, end of period (in thousands)	$	10
Ratios to average net assets:
Net investment income (loss)		(1.08	%)
Total expenses^d		1.54	%
Portfolio turnover rate		58	%

^a	Unaudited figures for the period ended September 30, 2014. Percentage amounts for the period, except total return and portfolio turnover rate, have been annualized.
^b	Net investment income (loss) per share was computed using average shares outstanding throughout the period.
^c	Total return does not reflect the impact of any applicable sales charges and has not been annualized.
^d	Does not include expenses of the underlying funds in which the Fund invests.
^e	Since commencement of operations: September 18, 2014. Unaudited figures for the period ended September 30, 2014. Percentage amounts for the period, except total return and portfolio turnover rate, have been annualized. The portfolio turnover rate stated is for the entire period of the Fund, not since commencement of operations of the class.


SEE NOTES TO FINANCIAL STATEMENTS.	THE RYDEX FUNDS SEMI-ANNUAL REPORT \| 15

NOTES TO FINANCIAL STATEMENTS (Unaudited)

1. Organization and Significant Accounting Policies

Organization

The Trust offers a combination of eight separate classes of shares: Investor Class shares, Advisor Class shares, A-Class shares, C-Class shares, H-Class shares, Y-Class shares, Institutional Class shares and Money Market Class shares. Sales of shares of each Class are made without a front-end sales charge at the net asset value per share (“NAV”), with the exception of A-Class shares. A-Class shares are sold at the NAV, plus the applicable front-end sales charge. The sales charge varies depending on the amount purchased, but will not exceed 4.75%. A-Class share purchases of $1 million or more are exempt from the front-end sales charge but have a 1% contingent deferred sales charge (“CDSC”) if shares are redeemed within 12 months of purchase. C-Class shares have a 1% CDSC if shares are redeemed within 12 months of purchase. Institutional Class shares are offered primarily for direct investment by institutions such as pension and profit sharing plans, endowments, foundations and corporations. Institutional Class shares have a minimum initial investment of $2 million and a minimum account balance of $1 million. Institutional Class shares are offered without a front-end sales charge or CDSC. At September 30, 2014, the Trust consisted of fifty-one Funds.

This report covers the NASDAQ-100^® Fund (the “Fund”). Only Investor Class, Advisor Class, A-Class, C-Class and H-Class shares had been issued by the Fund.

The Fund is designed and operated to accommodate frequent trading by shareholders and, unlike most mutual funds, offers unlimited exchange privileges with no minimum holding periods or transactions fees, which may cause the Fund to experience high portfolio turnover.

Significant Accounting Policies

The NAV of a fund is calculated by dividing the market value of the fund’s securities and other assets, less all liabilities, by the number of outstanding shares of the fund.

If the pricing service cannot or does not provide a valuation for a particular investment or such valuation is deemed unreliable, such investment is fair valued by the Valuation Committee.


16 \| THE RYDEX FUNDS SEMI-ANNUAL REPORT

NOTES TO FINANCIAL STATEMENTS (Unaudited)(continued)

Closing Price on the valuation date, which may not necessarily represent the last sale price. If there has been no sale on such exchange or NASDAQ on a given day, the security is valued at the closing bid price on that day.

Open-end investment companies ("Mutual Funds") are valued at their NAV as of the close of business, on the valuation date. Exchange-traded funds ("ETFs") and closed-end investment companies ("CEFs") are valued at the last quoted sales price.

Repurchase agreements are valued at amortized cost, which approximates market value.

The value of OTC swap agreements entered into by a Fund is accounted for using the unrealized gain or loss on the agreements that is determined by marking the agreements to the last quoted value of the index that the swap pertains to at the close of the NYSE. The swap's value is then adjusted to include dividends accrued, and financing charges and/or interest associated with the swap agreements.

These methods include, but are not limited to: (i) obtaining general information as to how these securities and assets trade; and (ii) obtaining other information and considerations, including current values in related markets.

B. When the Fund engages in a short sale of a security, an amount equal to the proceeds is reflected as an asset and an equivalent liability. The amount of the liability is subsequently marked-to-market to reflect the market value of the short sale. The Fund maintains a segregated account of cash and/or securities as collateral for short sales.

Fees, if any, paid to brokers to borrow securities in connection with short sales are recorded as interest expense. In addition, the Fund must pay out the dividend rate of the equity or coupon rate of the obligation to the lender and record this as an expense. Short dividend or interest expense is a cost associated with the investment objective of short sales transactions, rather than an operational cost associated with the day-to-day management of any mutual fund. The Fund may also receive rebate income from the broker resulting from the investment of the proceeds from securities sold short.

C. Upon entering into a futures contract, the Fund deposits and maintains as collateral such initial margin as required by the exchange on which the transaction is affected. Pursuant to the contract, the Fund agrees to receive from or pay to the broker an amount of cash equal to the daily fluctuation in value of the contract. Such receipts or payments are known as variation margin and are recorded by the Fund as unrealized gains or losses. When the contract is closed, the Fund records a realized gain or loss equal to the difference between the value of the contract at the time it was opened and the value at the time it was closed.

D. Swap agreements are marked-to-market daily and the change, if any, is recorded as unrealized gain or loss. Payments received or made as a result of an agreement or termination of the agreement are recognized as realized gains or losses.

E. Security transactions are recorded on the trade date for financial reporting purposes. Realized gains and losses from securities transactions are recorded using the identified cost basis. Proceeds from lawsuits related to investment holdings are recorded as realized gains in the Fund. Dividend income is recorded on the ex-dividend date, net of applicable taxes withheld by foreign countries. Taxable non-cash dividends are recorded as dividend income. Interest income, including amortization of premiums and accretion of discounts, is accrued on a daily basis. Distributions received from investments in REITs are recorded as dividend income on the ex-dividend date, subject to reclassification upon notice of the character of such distribution by the issuer.


	THE RYDEX FUNDS SEMI-ANNUAL REPORT \| 17

NOTES TO FINANCIAL STATEMENTS (Unaudited)(continued)

H. The Fund may leave cash overnight in its cash account with the custodian. Periodically, the Fund may have cash due to the custodian bank as an overdraft balance. A fee is incurred on this overdraft, calculated by multiplying the overdraft by a rate based on the federal funds rate.

I. Under the Fund's organizational documents, its Trustees and Officers are indemnified against certain liabilities arising out of the performance of their duties to the Trust. In addition, throughout the normal course of business, the Fund enters into contracts that contain a variety of representations and warranties which provide general indemnifications. The Fund's maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Fund and/or its affiliates that have not yet occurred. However, based on experience, the Fund expects the risk of loss to be remote.

2. Financial Instruments

As part of its investment strategy, the Fund utilizes a variety of derivative instruments. These investments involve, to varying degrees, elements of market risk and risks in excess of the amounts recognized in the Statement of Assets and Liabilities.

The Fund uses derivative instruments to achieve leveraged exposure to its underlying index. Since the Fund's investment strategy involves consistently applied leverage, the value of the Fund’s shares will tend to increase or decrease more than the value of any increase or decrease in the underlying index. In addition, as investment in derivative instruments generally requires a small investment relative to the amount of investment exposure assumed, this creates an opportunity for increased net income but, at the same time, additional leverage risk. The Fund's use of leverage, through borrowings or instruments such as derivatives, may cause the Fund to be more volatile and riskier than if they had not been leveraged.

In conjunction with the use of derivative instruments, the Fund is required to maintain collateral in various forms. The Fund uses, where appropriate, depending on the financial instrument utilized and the broker involved, margin deposits at the broker, cash and/or securities segregated at the custodian bank, discount notes or the repurchase agreements allocated to the Fund.

The Trust has established counterparty credit guidelines and enters into transactions only with financial institutions of investment grade or better. The Trust monitors the counterparty credit risk.


18 \| THE RYDEX FUNDS SEMI-ANNUAL REPORT

NOTES TO FINANCIAL STATEMENTS (Unaudited)(continued)

3. Fees and Other Transactions with Affiliates

Under the terms of an investment advisory contract, the Fund pays GI investment advisory fees calculated at an annualized rate of 0.75% of the average daily net assets of the Fund.

RFS provides transfer agent and administrative services to the Fund calculated at an annualized rate of 0.25% of the average daily net assets of the Fund.

RFS also provides accounting services to the Fund for fees calculated at annualized rates below, based on the average daily net assets of the Fund.

Fund Accounting Fees	(as a % of Net Assets)
On the first $250 million	0.10%
On the next $250 million	0.075%
On the next $250 million	0.05%
Over $750 million	0.03%

The Trust has adopted a Distribution and Shareholder Services Plan applicable to its Advisor Class shares and a Distribution Plan applicable to A-Class shares and H-Class shares for which GFD and other firms that provide distribution and/or shareholder services (“Service Providers”) may receive compensation. The Fund pays distribution fees to GFD at an annual rate not to exceed 0.25% of average daily net assets, pursuant to Rule 12b-1 of the 1940 Act. If a Service Provider provides distribution services, GFD, in turn, will pay the Service Provider out of its fees. GFD may, at its discretion, retain a portion of such payments to compensate itself for distribution services. With regard to Advisor Class shares only, GFD receives shareholder servicing fees from the Funds at an annual rate not to exceed 0.25% of average daily net assets. If a Service Provider provides shareholder services, GFD, in turn, will compensate Service Providers for providing such services, while retaining a portion of such payments to compensate itself for shareholder services it performs.

The Trust has adopted a separate Distribution and Shareholder Services Plan applicable to its C-Class shares that allows the Fund to pay annual distribution and service fees of 1.00% of the Fund's C-Class shares average daily net assets. The annual 0.25% service fee compensates the shareholder’s financial adviser for providing ongoing services to the shareholder. The annual distribution fee of 0.75% reimburses GFD for paying the shareholder’s financial adviser an ongoing sales commission. GFD advances the first year’s service and distribution fees to the financial adviser. GFD retains the service and distribution fees on accounts with no authorized dealer of record.

For the period ended September 30, 2014, GFD retained sales charges of $161,615 relating to sales of A-Class shares of the Trust.

Certain trustees and officers of the Trust are also officers of GI, RFS and GFD.

4. Fair Value Measurement

In accordance with U.S. GAAP, fair value is defined as the price that the Fund would receive to sell an investment or pay to transfer a liability in an orderly transaction with an independent buyer in the principal market, or in the absence of a principal market, the most advantageous market for the investment or liability. U.S. GAAP establishes a three-tier fair value hierarchy based on the types of inputs used to value assets and liabilities and requires corresponding disclosure. The hierarchy and the corresponding inputs are summarized below:

Level 1 — quoted prices in active markets for identical assets or liabilities.

Level 2 — significant other observable inputs (for example quoted prices for securities that are similar based on characteristics such as interest rates, prepayment speeds, credit risk, etc.).

Level 3 — significant unobservable inputs based on the best information available under the circumstances, to the extent observable inputs are not available, which may include assumptions.


	THE RYDEX FUNDS SEMI-ANNUAL REPORT \| 19

NOTES TO FINANCIAL STATEMENTS (Unaudited)(continued)

The following table summarizes the inputs used to value the Fund's net assets at September 30, 2014:

	Level 1 Investments In Securities		Level 1 Other Financial Instruments*		Level 2 Investments In Securities		Level 2 Other Financial Instruments*		Level 3 Investments In Securities		Total
Assets
NASDAQ-100^® Fund	$	760,905,500	$	—	$	9,399,542	$	541,977	$	—	$	770,847,019

Liabilities
NASDAQ-100^® Fund	$	593,630	$	1,255,124	$	—	$	40,977	$	—	$	1,889,731

*	Other financial instruments may include futures contracts and/or swaps, which are reported as unrealized gain/loss at period end.

For the period ended September 30, 2014, there were no transfers between levels.

5. Repurchase Agreements

The Funds transfer uninvested cash balances into a single joint account, the daily aggregate balance of which is invested in one or more repurchase agreements collateralized by obligations of the U.S. Treasury and U.S. Government Agencies. The collateral is in the possession of the Funds’ custodian and is evaluated to ensure that its market value exceeds, at a minimum, 102% of the original face amount of the repurchase agreements. Each Fund holds a pro rata share of the collateral based on the dollar amount of the repurchase agreement entered into by each Fund.

At September 30, 2014, the repurchase agreements in the joint account were as follows:

Counterparty and Terms of Agreement	Face Value	Repurchase Price	Collateral	Par Value	Fair Value
RBC Capital Markets			U.S. TIP Notes
(0.05)%			0.13% - 2.50%
Due 10/01/14	$339,522,378	$339,521,906	01/15/16 - 01/15/23	$285,293,500	$346,312,829

UMB Financial Corp.			U.S. Treasury Notes
0.00%			1.00% - 3.25%
Due 10/01/14	140,385,761	140,385,761	09/30/16 - 12/31/16	137,466,300	143,193,502

Mizuho Financial Group, Inc.			U.S. Treasury Note
0.01%			2.13%
Due 10/01/14	198,522,378	198,522,406	09/30/21	136,520,000	135,760,728
			U.S. TIP Notes
			0.13% - 1.63%
			01/15/15 - 04/15/16	57,126,400	66,732,140

HSBC Group			U.S. Treasury Strips
0.00%			0.00%
Due 10/01/14	87,599,687	87,599,687	08/15/18	94,804,900	89,351,722

Credit Suisse Group			U.S. Treasury Note
(0.05)%			0.25%
Due 10/01/14	7,283,778	7,283,768	05/15/16	7,435,100	7,429,556


20 \| THE RYDEX FUNDS SEMI-ANNUAL REPORT

NOTES TO FINANCIAL STATEMENTS (Unaudited)(continued)

In the event of counterparty default, the Funds have the right to collect the collateral to offset losses incurred. There is potential loss to the Funds in the event the Funds are delayed or prevented from exercising their rights to dispose of the collateral securities, including the risk of a possible decline in the value of the underlying securities during the period while the Funds seek to assert their rights. The Funds’ investment adviser, acting under the supervision of the Board of Trustees, reviews the value of the collateral and the creditworthiness of those banks and dealers with which the Funds enter into repurchase agreements to evaluate potential risks.

6. Portfolio Securities Loaned

The Fund may lend its securities to approved brokers to earn additional income. Security lending income shown on the Statement of Operations is shown net of rebates paid to the borrowers and earnings on cash collateral investments shared with the lending agent. Within this arrangement, the Fund acts as the lender, Credit Suisse acts as the lending agent, and other approved registered broker dealers act as the borrowers. The Fund receives cash collateral, valued at 102% of the value of the securities on loan. Under the terms of the Fund's securities lending agreement with Credit Suisse, cash collateral is invested in one or more joint repurchase agreements collateralized by obligations of the U.S. Treasury or Government Agencies and cash. The Fund bears the risk of loss on cash collateral investments. Collateral is maintained over the life of the loan in an amount not less than the value of loaned securities, as determined at the close of fund business each day; any additional collateral required due to changes in security values is delivered to the Fund the next business day. Although the collateral mitigates the risk, the Fund could experience a delay in recovering its securities and a possible loss of income or value if the borrower fails to return the securities. The Fund has the right under the securities lending agreement to recover the securities from the borrower on demand.

At September 30, 2014, the Fund participated in securities lending as follows:

Fund		Value of Securities Loaned				Cash Collateral Received
NASDAQ-100^® Fund		$	3,773,301			$	3,956,625

Cash collateral received was invested in the following joint repurchase agreements at September 30, 2014:

Counterparty and Terms of Agreement	Face Value	Repurchase Price	Collateral	Par Value	Fair Value
HSBC Securities, Inc.			Fannie Mae Strips
0.00%			0.00%
Due 10/01/14	$2,920,733	$2,920,733	11/15/19 - 11/15/30	$3,543,613	$2,442,119
			U.S. Treasury Note
			1.38%
			11/30/18	539,171	537,264

BNP Paribas Securities Corp.			U.S. TIP Bond
0.00%			2.13%
Due 10/01/14	478,809	478,809	02/15/41	358,242	488,415

There is also $557,083 in segregated cash held as collateral.

7. Derivative Investment Holdings Categorized by Risk Exposure

U.S. GAAP requires disclosures to enable investors to better understand how and why the Fund uses derivative instruments, how these derivative instruments are accounted for and their effects on the Fund's financial position and results of operations.


	THE RYDEX FUNDS SEMI-ANNUAL REPORT \| 21

NOTES TO FINANCIAL STATEMENTS (Unaudited)(continued)

The Fund utilized derivatives for the following purposes:

Fund	Index Exposure	Liquidity
NASDAQ-100^® Fund	x	x

The following table represents the notional amount of derivative instruments outstanding as an approximate percentage of the Fund’s net assets on a daily basis.

	Approximate percentage of Fund's Net Assets on a daily basis
Fund	Long	Short
NASDAQ-100^® Fund	30%	—

The following is a summary of the location of derivative investments on the Fund's Statement of Assets and Liabilities as of September 30, 2014:

Derivative Investment Type	Asset Derivatives	Liability Derivatives
Equity contracts	Variation margin
	Unrealized appreciation on swap agreements	Unrealized depreciation on swap agreements

The following table sets forth the fair value of the Fund's derivative investments categorized by primary risk exposure at September 30, 2014:

Asset Derivative Investments Value
Fund	Futures Equity Contracts*		Swaps Equity Contracts		Total Value at September 30, 2014
NASDAQ-100^® Fund	$	—	$	541,977	$	541,977

Liability Derivative Investments Value
Fund	Futures Equity Contracts*		Swaps Equity Contracts		Total Value at September 30, 2014
NASDAQ-100^® Fund	$	1,255,124	$	40,977	$	1,296,101

*	Includes cumulative appreciation (depreciation) of futures contracts as reported on the Schedule of Investments. Only current day’s variation margin is reported within the Statement of Assets and Liabilities.

The following is a summary of the location of derivative investments on the Fund's Statement of Operations for the period ended September 30, 2014:

Derivative Investment Type	Location of Gain (Loss) on Derivatives
Equity contracts	Net realized gain (loss) on futures contracts
	Net realized gain (loss) on swap agreements
	Net change in unrealized appreciation (depreciation) on futures contracts
	Net change in unrealized appreciation (depreciation) on swap agreements


22 \| THE RYDEX FUNDS SEMI-ANNUAL REPORT

NOTES TO FINANCIAL STATEMENTS (Unaudited)(continued)

The following is a summary of the Fund's realized gain (loss) and change in unrealized appreciation (depreciation) on derivative investments recognized on the Statement of Operations categorized by primary risk exposure for the period ended September 30, 2014:

Realized Gain (Loss) on Derivative Investments Recognized on the Statement of Operations
Fund	Futures Equity Contracts		Swaps Equity Contracts		Total
NASDAQ-100^® Fund	$	12,183,680	$	7,380,491	$	19,564,171

Change in Unrealized Appreciation (Depreciation) on Derivative Investments Recognized on the Statement of Operations
Fund	Futures Equity Contracts*			Swaps Equity Contracts		Total
NASDAQ-100^® Fund	$	(1,203,289	)	$	434,036	$	(769,253	)

8. Offsetting

In the normal course of business, the Fund enters into transactions subject to enforceable master netting arrangements or other similar arrangements. Generally, the right to offset in those agreements allows the Fund to counteract the exposure to a specific counterparty with collateral received or delivered to that counterparty based on the terms of the arrangements. These arrangements provide for the right to liquidate upon the occurrence of an event of default, credit event upon merger or additional termination event.

In order to better define their contractual rights and to secure rights that will help the Fund mitigate its counterparty risk, the Fund may enter into an International Swaps and Derivatives Association, Inc. Master Agreement (“ISDA Master Agreement”) or similar agreement with its derivative contract counterparties. An ISDA Master Agreement is a bilateral agreement between a Fund and a counterparty that governs OTC derivatives, including foreign exchange contracts, and typically contains, among other things, collateral posting terms and netting provisions in the event of a default and/or termination event. The provisions of the ISDA Master Agreement typically permit a single net payment in the event of a default (close-out netting) or similar event, including the bankruptcy or insolvency of the counterparty.

For derivatives traded under an ISDA Master Agreement, the collateral requirements are typically calculated by netting the mark to market amount for each transaction under such agreement and comparing that amount to the value of any collateral currently pledged by the Fund and the counterparty. For financial reporting purposes, cash collateral that has been pledged to cover obligations of the Fund and cash collateral received from the counterparty, if any, is reported separately on the Statement of Assets and Liabilities as segregated cash with broker/receivable for variation margin, or payable for swap settlement/variation margin. Generally, the amount of collateral due from or to a counterparty must exceed a minimum transfer amount threshold (e.g., $300,000) before a transfer is required to be made. To the extent amounts due to the Fund from its counterparties are not fully collateralized, contractually or otherwise, the Fund bears the risk of loss from counterparty nonperformance. The Fund attempts to mitigate counterparty risk by only entering into agreements with counterparties that they believe to be of good standing and by monitoring the financial stability of those counterparties.

For financial reporting purposes, the Fund does not offset derivative assets and derivative liabilities that are subject to netting arrangements in the Statement of Assets and Liabilities.


	THE RYDEX FUNDS SEMI-ANNUAL REPORT \| 23

NOTES TO FINANCIAL STATEMENTS (Unaudited)(continued)

The following tables present derivative financial instruments and secured financing transactions that are subject to enforceable netting arrangements and offset in the Statement of Assets and Liabilities in conformity with U.S. GAAP.

								Gross Amounts Not Offset In the Statement of Assets and Liabilities
Fund	Instrument	Gross Amounts of Recognized Assets¹		Gross Amounts Offset In the Statement of Assets and Liabilities		Net Amount of Assets Presented on the Statement of Assets and Liabilities		Financial Instruments		Cash Collateral Received²		Net Amount
NASDAQ-100^® Fund	Swap equity contracts	$	541,977	$	—	$	541,977	$	—	$	—	$	541,977

								Gross Amounts Not Offset In the Statement of Assets and Liabilities
Fund	Instrument	Gross Amounts of Recognized Liabilities¹		Gross Amounts Offset In the Statement of Assets and Liabilities		Net Amount of Liabilities Presented on the Statement of Assets and Liabilities		Financial Instruments		Cash Collateral Pledged²		Net Amount
NASDAQ-100^® Fund	Swap equity contracts	$	40,977	$	—	$	40,977	$	—	$	—	$	40,977

¹	Exchange-traded futures are excluded from these reported amounts.
²	Excludes maintenance margin deposits held at the broker related to derivatives. These amounts are reflected as segregated cash with broker on the Statement of Assets and Liabilities.

9. Federal Income Tax Information

The Fund intends to comply with the provisions of Subchapter M of the Internal Revenue Code applicable to regulated investment companies and will distribute substantially all taxable net investment income and capital gains sufficient to relieve the Fund from all, or substantially all, federal income, excise and state income taxes. Therefore, no provision for federal or state income tax is required.

Tax positions taken or expected to be taken in the course of preparing the Fund’s tax returns are evaluated to determine whether the tax positions are “more-likely-than-not” of being sustained by the applicable tax authority. Tax positions not deemed to meet the more-likely-than-not threshold would be recorded as a tax benefit or expense in the current year. Management has analyzed the Fund’s tax positions taken, or to be taken, on Federal income tax returns for all open tax years, and has concluded that no provision for income tax is required in the Fund’s financial statements. The Fund’s federal tax returns are subject to examination by the Internal Revenue Service for a period of three years after they are filed.

The RIC Modernization Act of 2010 was signed into law on December 22, 2010, and simplified some of the tax provisions applicable to regulated investment companies, the tax reporting to their shareholders and improved the tax efficiency of certain fund structures. The greatest impact to the disclosure in the financial reports for the Fund was on the treatment of net capital losses, effective for tax years beginning after December 22, 2010.


24 \| THE RYDEX FUNDS SEMI-ANNUAL REPORT

NOTES TO FINANCIAL STATEMENTS (Unaudited)(continued)

One of the more prominent changes addresses capital loss carryforwards. The Fund is permitted to carry forward capital losses incurred in taxable years beginning after December 22, 2010, for an unlimited period. However, any losses incurred during those future taxable years will be required to be utilized prior to the losses incurred in pre-enactment taxable years. Under pre-enactment law, capital losses could be carried forward for eight years, and carried forward as short-term capital, irrespective of the character of the original loss. As a result of this ordering rule, pre-enactment capital carryforwards may potentially expire unused. Additionally, post-enactment capital losses that are carried forward will retain their character as either short-term or long-term capital losses rather than being considered all short-term as under previous law.

Fund		Tax Cost				Tax Unrealized Gain				Tax Unrealized Loss				Net Unrealized Gain
NASDAQ-100^® Fund		$	414,818,886			$	356,385,639			$	(899,483	)		$	355,486,156

10. Securities Transactions

Fund		Purchases				Sales
NASDAQ-100^® Fund		$	359,422,277			$	518,963,785

11. Line of Credit

The Trust, along with other affiliated trusts, secured an uncommitted, $75,000,000 line of credit from U.S. Bank, N.A., which expires June 13, 2015. This line of credit is reserved for emergency or temporary purposes. Borrowings, if any, under this arrangement bear interest equal to the Prime Rate, minus 2%, which shall be paid monthly, averaging 1.25% for the period ended September 30, 2014. The Fund did not have any borrowings under this agreement at September 30, 2014.

The average daily balances borrowed for the period ended September 30, 2014, were as follows:

Fund		Amount
NASDAQ-100^® Fund		$	47,649

12. Affiliated and/or Related Transactions

The Fund may invest in the Guggenheim Strategy Funds Trust consisting of Guggenheim Strategy Fund I, Guggenheim Strategy Fund II, and Guggenheim Strategy Fund III (collectively, the “Cash Management Funds”), open-end management investment companies managed by GI. The Cash Management Funds, which launched on March 11, 2014, are offered as cash management options only to mutual funds, trusts, and other accounts managed by GI and/or its affiliates, and are not available to the public. The Cash Management Funds pay no investment management fees. The Cash Management Funds’ annual report on Form N-CSR dated September 30, 2014 will be available publicly or upon request.


	THE RYDEX FUNDS SEMI-ANNUAL REPORT \| 25

NOTES TO FINANCIAL STATEMENTS (Unaudited)(continued)

Transactions during the period ended September 30, 2014, in which the portfolio company is an “affiliated person” are as follows:

Affiliated issuers by Fund	Value 03/31/2014			Additions			Reductions				Value 09/30/2014			Shares 09/30/2014		Investment Income			Realized Loss
NASDAQ-100^® Fund
Guggenheim Strategy Fund I		$	—		$	253,665,599		$	(60,713,669	)		$	192,671,915		7,734,722		$	694,593		$	(63,669	)

13. Legal Proceedings

Tribune Company

Rydex Series Funds has been named as a defendant and a putative member of the proposed defendant class of shareholders in the case entitled Kirschner v. FitzSimons, No. 12-2652 (S.D.N.Y.) (formerly Official Committee of Unsecured Creditors of Tribune Co. v. FitzSimons, Adv. Pro. No. 10-54010 (Bankr. D. Del.)) (the “FitzSimons action”), as a result of ownership by certain series of the Rydex Series Funds of shares in the Tribune Company (“Tribune”) in 2007, when Tribune effected a leveraged buyout transaction (“LBO”) by which Tribune converted to a privately-held company. In his complaint, the plaintiff has alleged that, in connection with the LBO, Tribune insiders and shareholders were overpaid for their Tribune stock using financing that the insiders knew would, and ultimately did, leave the Tribune Company insolvent. The plaintiff has asserted claims against certain insiders, major shareholders, professional advisers, and others involved in the LBO. The plaintiff is also attempting to obtain from former Tribune shareholders, including the Rydex Series Funds, the proceeds they received in connection with the LBO.

In June 2011, a group of Tribune creditors filed multiple actions against former Tribune shareholders involving state law constructive fraudulent conveyance claims arising out of the 2007 LBO (the “SLCFC actions”). Rydex Series Funds has been named as a defendant in one or more of these suits. In those actions, the creditors seek to recover from Tribune’s former shareholders the proceeds received in connection with the 2007 LBO.

None of these lawsuits alleges any wrongdoing on the part of Rydex Series Funds. The following series of Rydex Series Funds held shares of Tribune and tendered these shares as part of Tribune’s LBO: Nova Fund, S&P 500^® Pure Value Fund, Multi-Cap Core Equity Fund, S&P 500^® Fund, Multi-Hedge Strategies Fund and Hedged Equity Fund (the “Funds”). The value of the proceeds received by the foregoing Funds was $28,220, $109,242, $9,860, $3,400, $1,181,160, and $10,880, respectively. At this stage of the proceedings, Rydex Series Funds is not able to make a reliable predication as to the outcome of these lawsuits or the effect, if any, on a Fund’s net asset value.

Lyondell Chemical Company


26 \| THE RYDEX FUNDS SEMI-ANNUAL REPORT

NOTES TO FINANCIAL STATEMENTS (Unaudited)(concluded)

On April 7, 2014, the plaintiff filed a Third Amended Complaint. In the related action entitled Weisfelner, as Trustee of the LB Litigation Trust v. A. Holmes & H. Holmes TTEE (In re Lyondell Co.), Adversary Proceeding No. 10-5525 (Bankr. S.D.N.Y.) (the “Litigation Trust action”), the plaintiff also filed a Second Amended Complaint that alleges a claim against the former Lyondell shareholders under federal law for intentional fraudulent transfer.


	THE RYDEX FUNDS SEMI-ANNUAL REPORT \| 27

OTHER INFORMATION (Unaudited)

Proxy Voting Information

Quarterly Portfolio Schedules Information

Office Locations

The offices of Guggenheim Investments can be found in the following locations:

330 Madison Avenue
10th Floor
New York, NY 10017
(Headquarters)

Four Irvington Centre
805 King Farm Boulevard
Suite 600
Rockville, MD 20850

9401 Indian Creek Parkway
40 Corporate Woods
Suite 850
Overland Park, KS 66210

Distributor Change


28 \| THE RYDEX FUNDS SEMI-ANNUAL REPORT

OTHER INFORMATION (Unaudited)(continued)

Board Considerations in Approving the Investment Advisory Agreement

In reaching the conclusion to approve the continuation of the Investment Advisory Agreement, the Independent Trustees requested and obtained from the Advisor such information as the Independent Trustees deemed reasonably necessary to evaluate the Investment Advisory Agreement. The Advisor provided the Board with a wide variety of information, including comparisons of Fund performance and fees relative to comparable peer funds in advance of the May 15, 2014 Meeting. The Independent Trustees carefully evaluated the information provided as well as information they received throughout the year as part of their regular oversight of the Funds. At the Meetings, independent legal counsel advised the Independent Trustees with respect to their deliberations and their fiduciary responsibilities associated with the Board’s consideration of the continuation of the Investment Advisory Agreement. The Board also received a memorandum from Fund counsel regarding the Board’s responsibilities when considering the approval of an investment advisory agreement.

During the Meetings, the Board, including the Independent Trustees, evaluated a number of considerations, including among others: (a) the nature, extent and quality of the Advisor’s investment advisory 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) a comparison of the Funds’ advisory fees to the fees charged to comparable funds or accounts, paying special attention to the absence of breakpoints in these fees and the Advisor’s rationale for not including breakpoints; (f) each Fund’s overall fees and operating expenses compared with those of peer funds; (g) the Advisor’s profitability with respect to its Fund-related operations; (h) the Advisor’s compliance systems; (i) the Advisor’s policies and compliance procedures applicable to personal securities transactions; (j) the Advisor’s reputation, expertise and resources in the financial markets; and (k) Fund performance compared with that of peer funds and/or appropriate benchmarks. In its deliberations, the Board did not identify any particular factor as controlling, noting that each Trustee could attribute different weights to the various factors considered.

•

Nature, Extent and Quality of Services Provided by the Advisor. At the Meetings, the Board reviewed the scope of services to be provided by the Advisor under the Investment Advisory 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 during the upcoming year. The Board also considered the Advisor’s representations to the Board that the Advisor would continue to provide investment and related services that were of materially the same quality and quantity as services provided to the Funds in the past, and that these services are appropriate in scope and extent in light of the Funds’ operations, the competitive landscape of the investment company business and investor needs.

•

Fund Expenses and Performance of the Funds and the Advisor. At the Meetings, the Board reviewed statistical information provided by the Advisor regarding the expense ratio components and performance of each Fund. The Advisor engaged FUSE Research Network LLC (“FUSE”), an independent, third party research provider, to prepare advisory contract renewal reports to help the Board fulfill its advisory contract renewal responsibilities. The reports compared the Funds’ fees, expenses and total return performance to those of comparable funds in the Funds’ peer group and the broader peer universe, as determined by FUSE. Statistical information in the FUSE reports related to the expense ratio components was based on a comparison of the Funds’ and peer funds’ actual advisory fees, waivers/reimbursements, and gross and net total expenses. The Board also considered the Advisor’s representation


	THE RYDEX FUNDS SEMI-ANNUAL REPORT \| 29

OTHER INFORMATION (Unaudited)(concluded)

•

Costs of Services Provided to the Funds and Profits Realized by the Advisor and its Affiliates. At the Meetings, the Board reviewed information about the profitability of the Funds to the Advisor based on the advisory fees payable under the current Investment Advisory Agreement for the last calendar year. At the Meetings, the Board also analyzed the Funds’ expenses, including the investment advisory fees paid to the Advisor, and reviewed reports comparing the expense ratios of the Funds to those of other comparable funds. The Board also reviewed information regarding the 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 and/or its affiliates. The Board also discussed the Advisor’s profit margin as reflected in the Advisor’s profitability analysis.

•

Other Benefits to the Advisor and/or its Affiliates. In addition to evaluating the services provided by the Advisor, the Board considered the nature and amount of other benefits received by the Advisor and its affiliates as a result of their relationship with the Funds. In particular, the Board considered the nature, extent and quality of the administrative, distribution, and shareholder services performed by the Advisor’s affiliates and the fees paid to the Advisor’s affiliates for those services under separate agreements. In light of the costs of providing services pursuant to the separate agreements as well as the Advisor’s and its affiliates’ commitment to the Funds, the ancillary benefits the Advisor and its affiliates received were considered reasonable. The Board also noted that the Advisor reports portfolio transactions on behalf of the Funds, including the cost of such transactions, placed through an affiliate of the Funds or the Advisor at each quarterly Board meeting.


30 \| THE RYDEX FUNDS SEMI-ANNUAL REPORT

INFORMATION ON BOARD OF TRUSTEES AND OFFICERS (Unaudited)

Name, Address* and Year of Birth of Trustee	Position(s) Held with the Trust, Term of Office and Length of Time Served	Principal Occupation(s) During Past 5 Years	Number of Portfolios in Fund Complex Overseen by Trustee***	Other Directorships Held by Trustee
INTERESTED TRUSTEE
Donald C. Cacciapaglia** (1951)	Trustee from 2012 to present.	Current: President and CEO, certain other funds in the Fund Complex (2012-present); Vice Chairman, Guggenheim Investments (2010-present). Former: Chairman and CEO, Channel Capital Group, Inc. (2002-2010).	220	Delaware Life (2013-present); Guggenheim Life and Annuity Company (2011-present); Paragon Life Insurance Company of Indiana (2011-present).
INDEPENDENT TRUSTEES
Corey A. Colehour (1945)	Trustee and Member of the Audit, Governance, Nominating, and Investment and Performance Committees from 1998 to present.	Retired.	131	None.
J. Kenneth Dalton (1941)	Trustee, Member and Chairman of the Audit Committee, and Member of the Governance and Nominating Committees from 1998 to present; and Member of the Risk Oversight Committee from 2010 to present.	Retired.	131	Trustee of Epiphany Funds (4) (2009-present).
John O. Demaret (1940)	Vice Chairman of the Board of Trustees from 2014 to present; Trustee from 1998 to present and Chairman of the Board from 2006 to 2014; Member and Chairman of the Audit Committee from 1998 to present; and Member of the Risk Oversight Committee from 2010 to present.	Retired.	131	None.
Werner E. Keller (1940)	Chairman of the Board from 2014 to present; Vice Chairman of the Board of Trustees from 2010 to 2014; Trustee and Member of the Audit, Governance, and Nominating Committees from 2005 to present; and Chairman and Member of the Risk Oversight Committee from 2010 to present.	Current: Founder and President, Keller Partners, LLC (investment research firm) (2005-present).	131	None.


	THE RYDEX FUNDS SEMI-ANNUAL REPORT \| 31

INFORMATION ON BOARD OF TRUSTEES AND OFFICERS (Unaudited)(continued)

Name, Address* and Year of Birth of Trustee	Position(s) Held with the Trust, Term of Office and Length of Time Served	Principal Occupation(s) During Past 5 Years	Number of Portfolios in Fund Complex Overseen by Trustee***	Other Directorships Held by Trustee
INDEPENDENT TRUSTEES - concluded
Thomas F. Lydon, Jr. (1960)	Trustee and Member of the Audit, Governance, and Nominating Committees from 2005 to present.	Current: President, Global Trends Investments (registered investment adviser) (1996-present).	131	US Global Investors (GROW) (1995-present).
Patrick T. McCarville (1942)	Trustee, Member of the Audit Committee, and Chairman and Member of the Governance and Nominating Committees from 1998 to present.	Retired. Former: Chief Executive Officer, Par Industries, Inc., d/b/a Par Leasing (1977-2010).	131	None.

Name, Address* and Year of Birth	Position(s) Held with the Trust, Term of Office and Length of Time Served	Principal Occupation(s) During Past 5 Years
OFFICERS
Donald C. Cacciapaglia (1951)	President (2012-present).	Current: President and CEO, certain other funds in the Fund Complex (2012-present); Vice Chairman, Guggenheim Investments (2010-present). Former: Chairman and CEO, Channel Capital Group Inc. (2002-2010).
Michael P. Byrum (1970)	Vice President (1999-present).	Current: Senior Vice President, Security Investors, LLC (2010-present); President and Chief Investment Officer, Rydex Holdings, LLC (2008-present); Director and Chairman, Advisory Research Center, Inc. (2006-present); Manager, Guggenheim Specialized Products, LLC (2005-present). Former: Vice President, Guggenheim Distributors, LLC (2009); Director (2009-2010) and Secretary (2002-2010), Rydex Fund Services, LLC; Director (2008-2010), Chief Investment Officer (2006-2010), President (2004-2010) and Secretary (2002-2010), Rydex Advisors, LLC; Director (2008-2010), Chief Investment Officer (2006-2010), President (2004-2010) and Secretary (2002-2010), Rydex Advisors II, LLC.
Nikolaos Bonos (1963)	Vice President and Treasurer (2003-present).	Current: Senior Vice President, Security Investors, LLC (2010-present); Chief Executive Officer, Guggenheim Specialized Products, LLC (2009-present); Chief Executive Officer & President, Rydex Fund Services, LLC (2009-present); Vice President, Rydex Holdings, LLC (2008-present). Former: Senior Vice President, Security Global Investors, LLC (2010-2011); and Senior Vice President, Rydex Advisors, LLC and Rydex Advisors II, LLC (2006-2011).


32 \| THE RYDEX FUNDS SEMI-ANNUAL REPORT

INFORMATION ON BOARD OF TRUSTEES AND OFFICERS (Unaudited)(concluded)

Name, Address* and Year of Birth	Position(s) Held with the Trust, Term of Office and Length of Time Served	Principal Occupation(s) During Past 5 Years
OFFICERS - concluded
Elisabeth Miller (1968)	Chief Compliance Officer (2012-present).	Current: CCO, certain other funds in the Fund Complex (2012-present); CCO, Security Investors, LLC (2012-present); CCO, Guggenheim Funds Investment Advisors, LLC (2012-present); Vice President, Guggenheim Funds Distributors, LLC (March 2014-present). Former: CCO, Guggenheim Distributors, LLC (2009-March 2014); Senior Manager, Security Investors, LLC (2004-2009); Senior Manager, Guggenheim Distributors, LLC (2004-2009).
Joseph M. Arruda (1966)	Assistant Treasurer (2006-present).	Current: Assistant Treasurer, certain other funds in the Fund Complex (2006-present); Vice President, Security Investors, LLC (2010-present); CFO and Manager, Guggenheim Specialized Products, LLC (2009-present). Former: Vice President, Security Global Investors, LLC (2010-2011); Vice President, Rydex Advisors, LLC (2010); Vice President, Rydex Advisors II, LLC (2010).
Amy J. Lee (1961)	Vice President (2009-present) and Secretary (2012-present).	Current: Chief Legal Officer, certain other funds in the Fund Complex (2012-present); Senior Managing Director, Guggenheim Investments (2012-present). Former: Vice President, Associate General Counsel and Assistant Secretary, Security Benefit Life Insurance Company and Security Benefit Corporation (2004-2012).

*	All Trustees and Officers may be reached c/o Guggenheim Investments, 805 King Farm Boulevard, Suite 600, Rockville, MD 20850.
**	Mr. Cacciapaglia is an “interested” person of the Trust, as that term is defined in the 1940 Act by virtue of his affiliation with the Adviser’s parent company.
***	The “Fund Complex” includes all closed-end and open-end funds (including all of their portfolios) advised by the Adviser and any funds that have an investment adviser or servicing agent that is an affiliated person of the Adviser. Information provided is as of the date of this report.


	THE RYDEX FUNDS SEMI-ANNUAL REPORT \| 33

GUGGENHEIM INVESTMENTS PRIVACY POLICIES (Unaudited)

Our Commitment to You

The Information We Collect About You

How We Handle Your Personal Information

Opt Out Provisions


34 \| THE RYDEX FUNDS SEMI-ANNUAL REPORT

GUGGENHEIM INVESTMENTS PRIVACY POLICIES (Unaudited)(concluded)

How We Protect Privacy Online

How We Safeguard Your Personal Information

We’ll Keep You Informed


	THE RYDEX FUNDS SEMI-ANNUAL REPORT \| 35

This page intentionally left blank.

9.30.2014

Rydex Funds Semi-Annual Report

Fixed Income Fund
Inverse Government Long Bond Strategy Fund

RJUNF-SEMI-0914x0315

guggenheiminvestments.com

TABLE OF CONTENTS

DEAR SHAREHOLDER	2
ECONOMIC AND MARKET OVERVIEW	3
A BRIEF NOTE ON THE COMPOUNDING OF RETURNS	5
ABOUT SHAREHOLDERS’ FUND EXPENSES	6
INVERSE GOVERNMENT LONG BOND STRATEGY FUND	8
NOTES TO FINANCIAL STATEMENTS	15
OTHER INFORMATION	24
INFORMATION ON BOARD OF TRUSTEES AND OFFICERS	27
GUGGENHEIM INVESTMENTS PRIVACY POLICIES	30


	THE RYDEX FUNDS SEMI-ANNUAL REPORT \| 1

September 30, 2014

Dear Shareholder:

The Investment Adviser is part of Guggenheim Investments, which represents the investment management businesses of Guggenheim Partners, LLC, a global, diversified financial services firm.

Guggenheim Funds Distributors, LLC is the distributor of the Funds. Guggenheim Funds Distributors, LLC is affiliated with Guggenheim Partners, LLC and Security Investors, LLC.

We encourage you to read the Economic and Market Overview section of the report, which follows this letter, and then the Fund Profile for each Fund.

We are committed to providing innovative investment solutions and appreciate the trust you place in us.

Sincerely,

Donald C. Cacciapaglia
President
October 31, 2014


2 \| THE RYDEX FUNDS SEMI-ANNUAL REPORT

ECONOMIC AND MARKET OVERVIEW (Unaudited)

September 30, 2014

Despite market volatility rising in October, for the period ending September 30, data on everything from hiring to housing conveys that the U.S. economy is firing on all cylinders. Overcoming a first-quarter weather-related soft patch, second-quarter GDP was revised upward to 4.6%, led by business investment. Durable goods orders surged over the summer and consumer confidence was at multi-year highs, despite a lower reading for the last part of the period. With tailwinds for economic growth gathering, we could see a strong third quarter GDP reading.


	THE RYDEX FUNDS SEMI-ANNUAL REPORT \| 3

ECONOMIC AND MARKET OVERVIEW (Unaudited)(concluded)

September 30, 2014

*Index Definitions:

The following indices are referenced throughout this report. Indices are unmanaged and not available for direct investment. Index performance does not reflect transaction costs, fees, or expenses.

BofA Merrill Lynch 3-Month U.S. Treasury Bill Index is an unmanaged market index of U.S. Treasury securities maturing in 90 days that assumes reinvestment of all income.

Barclays U.S. Corporate High Yield Index covers the universe of dollar denominated, fixed rate, non-investment grade debt, taxable corporate debt.

MSCI Emerging Markets Index is a free float-adjusted market capitalization weighted index that is designed to measure equity market performance in the global emerging markets.

S&P 500^® Index is a market-weighted stock market index comprised of the stocks of 500 U.S. corporations; the index is owned and maintained by Standard & Poor’s.


4 \| THE RYDEX FUNDS SEMI-ANNUAL REPORT

A BRIEF NOTE ON THE COMPOUNDING OF RETURNS (Unaudited)

The Inverse Government Long Bond Strategy Fund described in this report is benchmarked daily to an inverse leveraged version of a published index. To properly evaluate the performance of this fund, it is essential to understand the effect of mathematical compounding on its respective return.

An Example of Compounding

	Index Level	Index Performance	Fund Expectation	Fund NAV	Fund Performance	Assessment
Start	100			$10.00
Day 1	106	6.0%	9.0%	$10.90	9.0%	In line
Day 2	99	-6.6%	-9.9%	$9.82	-9.9%	In line
Cumulative		-1.0%	-1.5%		-1.8%	-0.3%

As illustrated by this simple example, the effect of leverage can make it difficult to form expectations or judgments about fund performance given only the returns of the unleveraged index.


	THE RYDEX FUNDS SEMI-ANNUAL REPORT \| 5

ABOUT SHAREHOLDERS’ FUND EXPENSES (Unaudited)

All mutual funds have operating expenses and it is important for our shareholders to understand the impact of costs on their investments. Shareholders of a Fund incur two types of costs: (i) transaction costs, including sales charges (loads) on purchase payments, reinvested dividends, or other distributions; and exchange fees; and (ii) ongoing costs, including management fees, administrative services, and shareholder reports, among others. These ongoing costs, or operating expenses, are deducted from a fund’s gross income and reduce the investment return of the fund.

The examples are based on an investment of $1,000 made at the beginning of the period and held for the entire six-month period beginning March 31, 2014 and ending September 30, 2014.

The following tables illustrate a Fund’s costs in two ways:


6 \| THE RYDEX FUNDS SEMI-ANNUAL REPORT

ABOUT SHAREHOLDERS’ FUND EXPENSES (Unaudited)(concluded)

	Expense Ratio¹	Fund Return	Beginning Account Value March 31, 2014	Ending Account Value September 30, 2014	Expenses Paid During Period²
Table 1. Based on actual Fund return³
Inverse Government Long Bond Strategy Fund
Investor Class	3.20%	(9.02%)	$1,000.00	$909.80	$15.32
Advisor Class	3.65%	(9.33%)	1,000.00	906.70	17.45
A-Class	3.43%	(9.15%)	1,000.00	908.50	16.41
C-Class	4.19%	(9.47%)	1,000.00	905.30	20.01
H-Class⁴	3.26%	(3.03%)	1,000.00	969.70	1.06

Table 2. Based on hypothetical 5% return (before expenses)
Inverse Government Long Bond Strategy Fund
Investor Class	3.20%	5.00%	$1,000.00	$1,009.02	$16.12
Advisor Class	3.65%	5.00%	1,000.00	1,006.77	18.36
A-Class	3.43%	5.00%	1,000.00	1,007.87	17.26
C-Class	4.19%	5.00%	1,000.00	1,004.06	21.05
H-Class⁴	3.26%	5.00%	1,000.00	1,008.72	16.42

¹	This ratio represents annualized Net Expenses, which include interest expense related to securities sold short. Excluding short interest expense, the operating expense ratio of the Inverse Government Long Bond Strategy Fund would be 1.41%, 1.91%, 1.66%, 2.41% and 1.67% for the Investor Class, Advisor Class, A-Class, C-Class and H-Class, respectively.
²	Expenses are equal to the Fund's annualized expense ratio, net of any applicable fee waivers, multiplied by the average account value over the period, multiplied by 183/365 (to reflect the one-half year period).
³	Actual cumulative return at net asset value for the period March 31, 2014 to September 30, 2014.
⁴	Since commencement of operations: September 18, 2014. Expenses paid based on actual fund return are calculated using 12 days from the commencement of operations. Expenses paid based on the hypothetical 5% return are calculated using 183 days.


	THE RYDEX FUNDS SEMI-ANNUAL REPORT \| 7

FUND PROFILE (Unaudited)

September 30, 2014

INVERSE GOVERNMENT LONG BOND STRATEGY FUND

OBJECTIVE: Seeks to provide total returns that inversely correlate, before fees and expenses, to the price movements of a benchmark for U.S. Treasury debt instruments or futures contracts on a specified debt instrument on a daily basis. The Fund’s current benchmark is the inverse (opposite) of the daily price movement of the Long Treasury Bond. The Long Treasury Bond is the U.S. Treasury bond with the longest maturity, which is currently 30 years. The price movement of the Long Treasury Bond is based on the daily price change of the most recently issued Long Treasury Bond. The Fund does not seek to achieve its investment objective over a period of time greater than one day.

Holdings Diversification (Market Exposure as % of Net Assets)

"Holdings Diversification (Market Exposure as % of Net Assets)" excludes any temporary cash investments.

Inception Dates:
Investor Class	March 3, 1995
Advisor Class	August 1, 2003
A-Class	March 31, 2004
C-Class	March 28, 2001
H-Class	September 18, 2014

The Fund invests principally in short sales and derivative investments such as futures contracts.


8 \| THE RYDEX FUNDS SEMI-ANNUAL REPORT

SCHEDULE OF INVESTMENTS (Unaudited)	September 30, 2014
INVERSE GOVERNMENT LONG BOND STRATEGY FUND

	Shares		Value

MUTUAL FUNDS† - 28.0%
Guggenheim Strategy Fund I1		4,065,104	$	101,261,742
Total Mutual Funds
(Cost $101,489,024)				101,261,742

	Face Amount

FEDERAL AGENCY DISCOUNT NOTES†† - 29.3%
Farmer Mac2
0.08% due 12/10/14	$	25,000,000		24,999,275
0.10% due 10/27/14		15,000,000		14,999,865
0.07% due 10/01/14		11,000,000		11,000,000
Total Farmer Mac				50,999,140
Freddie Mac3
0.09% due 10/29/14		15,000,000		14,999,865
0.10% due 10/29/14		15,000,000		14,999,865
0.09% due 01/16/15		15,000,000		14,999,190
Total Freddie Mac				44,998,920
Federal Farm Credit Bank2
0.12% due 04/10/15		10,000,000		9,997,880
Total Federal Agency Discount Notes
(Cost $105,982,247)				105,995,940

REPURCHASE AGREEMENTS†† - 85.8%
Individual Repurchase Agreement4
Barclays Capital issued 09/30/14 at 0.60% due 10/01/14 (secured by U.S. Treasury Bond, at a rate of 3.13% and maturing 08/15/44 as collateral, with a value of $165,700,364) to be repurchased at $161,820,724		161,818,027		161,818,027

Joint Repurchase Agreements5
RBC Capital Markets issued 09/30/14 at (0.05)% due 10/01/14		66,060,063		66,060,063
Mizuho Financial Group, Inc. issued 09/30/14 at 0.01% due 10/01/14		38,626,028		38,626,028
UMB Financial Corp. issued 09/30/14 at 0.00% due 10/01/14		27,314,524		27,314,524
HSBC Group issued 09/30/14 at 0.00% due 10/01/14		17,044,063		17,044,063
Credit Suisse Group issued 09/30/14 at (0.05)% due 10/01/14		101,638		101,638
Total Repurchase Agreements
(Cost $310,964,343)				310,964,343

Total Investments - 143.1%
(Cost $518,435,614)			$	518,222,025

U.S. GOVERNMENT SECURITIES SOLD SHORT†† - (47.8)%
U.S. Treasury Bonds
3.12% due 08/15/44		175,506,000		(172,708,874	)
Total U.S. Government Securities Sold Short
(Proceeds $174,482,328)				(172,708,874	)
Other Assets & Liabilities, net - 4.6%				16,554,915
Total Net Assets - 100.0%			$	362,068,066

	Contracts		Unrealized Gain

INTEREST RATE FUTURES CONTRACTS SOLD SHORT†
December 2014 U.S. Treasury Ultra Long Bond Futures Contracts (Aggregate Value of Contracts $223,702,438)		1,466	$	1,495,549

†	Value determined based on Level 1 inputs — See Note 4.
††	Value determined based on Level 2 inputs — See Note 4.
1	Affiliated issuer.
2	The issuer operates under a Congressional charter; its securities are neither issued nor guaranteed by the U.S. Government.
3	On September 7, 2008, the issuer was placed in conservatorship by the Federal Housing Finance Agency (FHFA). As conservator, the FHFA has full powers to control the assets and operations of the firm.
4	All or portion of this security is pledged as short collateral at September 30, 2014.
5	Repurchase Agreements — See Note 5.


SEE NOTES TO FINANCIAL STATEMENTS.	THE RYDEX FUNDS SEMI-ANNUAL REPORT \| 9

INVERSE GOVERNMENT LONG BOND STRATEGY FUND

STATEMENT OF ASSETS AND LIABILITIES (Unaudited)
September 30, 2014

Assets:
Investments in unaffiliated issuers, at value(cost $105,982,247)	$	105,995,940
Investments in affiliated issuers, at value(cost $101,489,024)		101,261,742
Repurchase agreements, at value (cost $310,964,343)		310,964,343
Total investments (cost $518,435,614)		518,222,025
Segregated cash with broker		3,958,200
Receivables:
Securities sold		8,462,937
Fund shares sold		4,923,707
Variation margin		1,007,875
Dividends		82,378
Interest		31,541
Total assets		536,688,663

Liabilities:
Securities sold short, at value (proceeds $174,482,328)		172,708,874
Payable for:
Fund shares redeemed		653,802
Management fees		226,360
Distribution and service fees		80,243
Transfer agent and administrative fees		62,878
Portfolio accounting fees		23,821
Miscellaneous		864,619
Total liabilities		174,620,597
Net assets	$	362,068,066

Net assets consist of:
Paid in capital	$	766,760,187
Accumulated net investment loss		(9,844,488	)
Accumulated net realized loss on investments		(397,903,047	)
Net unrealized appreciation on investments		3,055,414
Net assets	$	362,068,066

Investor Class:
Net assets	$	147,099,479
Capital shares outstanding		3,514,213
Net asset value per share	$	41.86

Advisor Class:
Net assets	$	128,473,560
Capital shares outstanding		3,240,550
Net asset value per share	$	39.65

A-Class:
Net assets	$	33,793,113
Capital shares outstanding		832,451
Net asset value per share	$	40.59
Maximum offering price per share (Net asset value divided by 95.25%)	$	42.61

C-Class:
Net assets	$	50,660,261
Capital shares outstanding		1,386,896
Net asset value per share	$	36.53

H-Class:
Net assets	$	2,041,653
Capital shares outstanding		50,310
Net asset value per share	$	40.58

STATEMENT OF OPERATIONS (Unaudited)
Period Ended September 30, 2014**

Investment Income:
Dividends from securities of affiliated issuers	$	471,522
Interest		54,360
Total investment income		525,882

Expenses:
Management fees		1,578,394
Transfer agent and administrative fees		438,443
Distribution and service fees:
Advisor Class		223,506
A-Class		48,656
C-Class		266,889
H-Class		35
Portfolio accounting fees		162,860
Short interest expense		3,114,204
Custodian fees		20,470
Trustees’ fees*		15,319
Miscellaneous		252,773
Total expenses		6,121,549
Net investment loss		(5,595,667	)

Net Realized and Unrealized Gain (Loss):
Net realized gain (loss) on:
Investments in affiliated issuers		(120	)
Futures contracts		(17,251,599	)
Securities sold short		(19,998,144	)
Net realized loss		(37,249,863	)
Net change in unrealized appreciation (depreciation) on:
Investments in unaffiliated issuers		(19,543	)
Investments in affiliated issuers		(227,282	)
Securities sold short		4,214,843
Futures contracts		1,965,424
Net change in unrealized appreciation (depreciation)		5,933,442
Net realized and unrealized loss		(31,316,421	)
Net decrease in net assets resulting from operations	$	(36,912,088	)

*	Relates to Trustees not deemed "interested persons" within the meaning of Section 2(a)(19) of the 1940 Act.
**	Since commencement of operations: September 18, 2014 — H-Class.


10 \| THE RYDEX FUNDS SEMI-ANNUAL REPORT	SEE NOTES TO FINANCIAL STATEMENTS.

INVERSE GOVERNMENT LONG BOND STRATEGY FUND

STATEMENTS OF CHANGES IN NET ASSETS
	Period Ended September 30, 2014 (Unaudited)			Year Ended March 31, 2014
Increase (Decrease) in Net Assets from Operations:
Net investment loss	$	(5,595,667	)	$	(15,338,405	)
Net realized gain (loss) on investments		(37,249,863	)		11,531,426
Net change in unrealized appreciation (depreciation) on investments		5,933,442			(1,471,301	)
Net decrease in net assets resulting from operations		(36,912,088	)		(5,278,280	)

Capital share transactions:
Proceeds from sale of shares
Investor Class		167,541,767			1,212,780,870
Advisor Class		2,432,577,983			5,382,740,545
A-Class		3,109,672			105,073,218
C-Class		20,773,110			28,159,469
H-Class**		4,077,459			—
Cost of shares redeemed
Investor Class		(181,634,485	)		(1,181,336,410	)
Advisor Class		(2,309,702,491	)		(5,368,048,897	)
A-Class		(15,251,215	)		(88,137,870	)
C-Class		(22,089,637	)		(28,117,046	)
H-Class**		(2,018,379	)		—
Net increase from capital share transactions		97,383,784			63,113,879
Net increase in net assets		60,471,696			57,835,599

Net assets:
Beginning of period		301,596,370			243,760,771
End of period	$	362,068,066		$	301,596,370
Accumulated net investment loss at end of period	$	(9,844,488	)	$	(4,248,821	)

Capital share activity:*
Shares sold
Investor Class		3,844,888			25,688,339
Advisor Class		59,187,690			119,675,656
A-Class		74,164			2,241,652
C-Class		549,790			674,822
H-Class**		99,650			—
Shares redeemed
Investor Class		(4,193,643	)		(25,096,700	)
Advisor Class		(56,328,600	)		(119,576,482	)
A-Class		(357,669	)		(1,893,603	)
C-Class		(583,427	)		(677,648	)
H-Class**		(49,340	)		—
Net increase in shares		2,243,503			1,036,036

*	Capital share activity for the periods presented through February 21, 2014 has been restated to reflect a 1:5 reverse share split effective February 21, 2014. See Note 11 in Notes to Financial Statements.
**	Since commencement of operations: September 18, 2014.


SEE NOTES TO FINANCIAL STATEMENTS.	THE RYDEX FUNDS SEMI-ANNUAL REPORT \| 11

INVERSE GOVERNMENT LONG BOND STRATEGY FUND

FINANCIAL HIGHLIGHTS

This table is presented to show selected data for a share outstanding throughout each period and to assist shareholders in evaluating a Fund’s performance for the periods presented.

Investor Class	Period Ended September 30, 2014^a			Year Ended March 31, 2014^d			Year Ended March 28, 2013^d			Year Ended March 31, 2012^d			Year Ended March 31, 2011^d			Year Ended March 31, 2010^d
Per Share Data
Net asset value, beginning of period	$	46.01		$	43.94		$	48.33		$	65.42		$	73.23		$	66.61
Income (loss) from investment operations:
Net investment income (loss)^b		(.62	)		(1.65	)		(1.20	)		(2.15	)		(3.10	)		(1.65	)
Net gain (loss) on investments (realized and unrealized)		(3.53	)		3.72			(3.19	)		(14.94	)		(4.71	)		8.27
Total from investment operations		(4.15	)		2.07			(4.39	)		(17.09	)		(7.81	)		6.62
Net asset value, end of period	$	41.86		$	46.01		$	43.94		$	48.33		$	65.42		$	73.23

Total Return^c		(9.02	%)		4.69	%		(9.10	%)		(26.07	%)		(10.72	%)		9.98	%
Ratios/Supplemental Data
Net assets, end of period (in thousands)	$	147,099		$	177,735		$	143,739		$	247,454		$	406,031		$	376,574
Ratios to average net assets:
Net investment income (loss)		(2.84	%)		(3.46	%)		(2.82	%)		(3.99	%)		(4.78	%)		(2.23	%)
Total expenses^f		3.20	%		3.50	%		2.99	%		4.13	%		5.06	%		2.53	%
Portfolio turnover rate		603	%		1,097	%		1,309	%		1,107	%		771	%		985	%

Advisor Class	Period Ended September 30, 2014^a			Year Ended March 31, 2014^d			Year Ended March 28, 2013^d			Year Ended March 31, 2012^d			Year Ended March 31, 2011^d			Year Ended March 31, 2010^d
Per Share Data
Net asset value, beginning of period	$	43.73		$	41.72		$	46.17		$	62.98		$	70.84		$	64.76
Income (loss) from investment operations:
Net investment income (loss)^b		(.73	)		(1.67	)		(1.35	)		(2.05	)		(3.30	)		(1.95	)
Net gain (loss) on investments (realized and unrealized)		(3.35	)		3.68			(3.10	)		(14.76	)		(4.56	)		8.03
Total from investment operations		(4.08	)		2.01			(4.45	)		(16.81	)		(7.86	)		6.08
Net asset value, end of period	$	39.65		$	43.73		$	41.72		$	46.17		$	62.98		$	70.84

Total Return^c		(9.33	%)		4.87	%		(9.64	%)		(26.75	%)		(11.08	%)		9.42	%
Ratios/Supplemental Data
Net assets, end of period (in thousands)	$	128,474		$	16,679		$	11,776		$	199,137		$	44,798		$	66,668
Ratios to average net assets:
Net investment income (loss)		(3.54	%)		(3.69	%)		(3.29	%)		(4.22	%)		(5.28	%)		(2.79	%)
Total expenses^f		3.65	%		3.72	%		3.45	%		4.38	%		5.56	%		3.09	%
Portfolio turnover rate		603	%		1,097	%		1,309	%		1,107	%		771	%		985	%


12 \| THE RYDEX FUNDS SEMI-ANNUAL REPORT	SEE NOTES TO FINANCIAL STATEMENTS.

INVERSE GOVERNMENT LONG BOND STRATEGY FUND

FINANCIAL HIGHLIGHTS (continued)

This table is presented to show selected data for a share outstanding throughout each period and to assist shareholders in evaluating a Fund’s performance for the periods presented.

A-Class	Period Ended September 30, 2014^a			Year Ended March 31, 2014^d			Year Ended March 28, 2013^d			Year Ended March 31, 2012^d			Year Ended March 31, 2011^d			Year Ended March 31, 2010^d
Per Share Data
Net asset value, beginning of period	$	44.68		$	42.77		$	47.18		$	64.00		$	71.82		$	65.49
Income (loss) from investment operations:
Net investment income (loss)^b		(.65	)		(1.73	)		(1.35	)		(2.25	)		(3.20	)		(1.75	)
Net gain (loss) on investments (realized and unrealized)		(3.44	)		3.64			(3.06	)		(14.57	)		(4.62	)		8.08
Total from investment operations		(4.09	)		1.91			(4.41	)		(16.82	)		(7.82	)		6.33
Net asset value, end of period	$	40.59		$	44.68		$	42.77		$	47.18		$	64.00		$	71.82

Total Return^c		(9.15	%)		4.51	%		(9.43	%)		(26.25	%)		(10.86	%)		9.62	%
Ratios/Supplemental Data
Net assets, end of period (in thousands)	$	33,793		$	49,859		$	32,842		$	37,607		$	73,475		$	80,151
Ratios to average net assets:
Net investment income (loss)		(3.07	%)		(3.73	%)		(3.20	%)		(4.24	%)		(5.03	%)		(2.47	%)
Total expenses^f		3.43	%		3.78	%		3.37	%		4.38	%		5.31	%		2.77	%
Portfolio turnover rate		603	%		1,097	%		1,309	%		1,107	%		771	%		985	%

C-Class	Period Ended September 30, 2014^a			Year Ended March 31, 2014^d			Year Ended March 28, 2013^d			Year Ended March 31, 2012^d			Year Ended March 31, 2011^d			Year Ended March 31, 2010^d
Per Share Data
Net asset value, beginning of period	$	40.35		$	38.92		$	43.25		$	59.09		$	66.81		$	61.39
Income (loss) from investment operations:
Net investment income (loss)^b		(.73	)		(1.86	)		(1.50	)		(2.40	)		(3.40	)		(2.15	)
Net gain (loss) on investments (realized and unrealized)		(3.09	)		3.29			(2.83	)		(13.44	)		(4.32	)		7.57
Total from investment operations		(3.82	)		1.43			(4.33	)		(15.84	)		(7.72	)		5.42
Net asset value, end of period	$	36.53		$	40.35		$	38.92		$	43.25		$	59.09		$	66.81

Total Return^c		(9.47	%)		3.73	%		(10.06	%)		(26.82	%)		(11.53	%)		8.79	%
Ratios/Supplemental Data
Net assets, end of period (in thousands)	$	50,660		$	57,323		$	55,404		$	69,472		$	114,470		$	140,451
Ratios to average net assets:
Net investment income (loss)		(3.82	%)		(4.45	%)		(3.96	%)		(4.98	%)		(5.78	%)		(3.17	%)
Total expenses^f		4.19	%		4.49	%		4.13	%		5.12	%		6.06	%		3.47	%
Portfolio turnover rate		603	%		1,097	%		1,309	%		1,107	%		771	%		985	%


SEE NOTES TO FINANCIAL STATEMENTS.	THE RYDEX FUNDS SEMI-ANNUAL REPORT \| 13

INVERSE GOVERNMENT LONG BOND STRATEGY FUND

FINANCIAL HIGHLIGHTS (concluded)

This table is presented to show selected data for a share outstanding throughout each period and to assist shareholders in evaluating a Fund’s performance for the periods presented.

H-Class	Period Ended September 30, 2014^e
Per Share Data
Net asset value, beginning of period	$	41.85
Income (loss) from investment operations:
Net investment income (loss)^b		(.04	)
Net gain (loss) on investments (realized and unrealized)		(1.23	)
Total from investment operations		(1.27	)
Net asset value, end of period	$	40.58

Total Return^c		(3.03	%)
Ratios/Supplemental Data
Net assets, end of period (in thousands)	$	2,042
Ratios to average net assets:
Net investment income (loss)		(3.04	%)
Total expenses^f		3.26	%
Portfolio turnover rate		603	%

^a	Unaudited figures for the period ended September 30, 2014. Percentage amounts for the period, except total return and portfolio turnover rate, have been annualized.
^b	Net investment income (loss) per share was computed using average shares outstanding throughout the period.
^c	Total return does not reflect the impact of any applicable sales charges and has not been annualized.
^d	Reverse share split — Per share amounts for the periods presented through February 21, 2014 have been restated to reflect a 1:5 reverse share split effective February 21, 2014. See Note 11 in Notes to Financial Statements.
^e	Since commencement of operations: September 18, 2014. Unaudited figures for the period ended September 30, 2014. Percentage amounts for the period, except total return and portfolio turnover rate, have been annualized. The portfolio turnover rate stated is for the entire period of the Fund, not since commencement of operations of the Class.
^f	Total expenses may include interest expense related to short sales. Excluding interest expense, the operating expense ratio for the period and years ended would be:

	09/30/14	03/31/14	03/28/13	03/31/12	03/31/11	03/31/10
Investor Class	1.41%	1.41%	1.39%	1.39%	1.42%	1.41%
Advisor Class	1.91%	1.91%	1.88%	1.87%	1.91%	1.91%
A-Class	1.66%	1.66%	1.64%	1.65%	1.67%	1.66%
C-Class	2.41%	2.41%	2.39%	2.40%	2.42%	2.41%
H-Class	1.67%	—	—	—	—	—


14 \| THE RYDEX FUNDS SEMI-ANNUAL REPORT	SEE NOTES TO FINANCIAL STATEMENTS.

NOTES TO FINANCIAL STATEMENTS (Unaudited)

1. Organization and Significant Accounting Policies

Organization

The Trust offers a combination of eight separate classes of shares: Investor Class shares, Advisor Class shares, A-Class shares, C-Class shares, H-Class shares, Y-Class shares, Institutional Class shares and Money Market Class shares. Sales of shares of each Class are made without a front-end sales charge at the net asset value per share (“NAV”), with the exception of A-Class shares. A-Class shares are sold at the NAV, plus the applicable front-end sales charge. The sales charge varies depending on the amount purchased, but will not exceed 4.75%. A-Class share purchases of $1 million or more are exempt from the front-end sales charge but have a 1% contingent deferred sales charge (“CDSC”) if shares are redeemed within 12 months of purchase. C-Class shares have a 1% CDSC if shares are redeemed within 12 months of purchase. Institutional Class shares are offered primarily for direct investment by institutions such as pension and profit sharing plans, endowments, foundations and corporations. Institutional Class shares have a minimum initial investment of $2 million and a minimum account balance of $1 million. Institutional Class shares are offered without a front-end sales charge or CDSC. At September 30, 2014, the Trust consisted of fifty-one Funds.

This report covers the Inverse Government Long Bond Strategy Fund (the “Fund”).

Significant Accounting Policies

The NAV of a fund is calculated by dividing the market value of the fund’s securities and other assets, less all liabilities, by the number of outstanding shares of the fund.

A. Valuations of the Fund's securities are supplied primarily by pricing services approved by the Board of Trustees. A Valuation Committee is responsible for the oversight of the valuation process of the Fund and convenes monthly, or more frequently as needed. The Valuation Committee will review the valuation of all assets which have been fair valued for reasonableness. The Trust’s officers, through the Valuation Committee under the general supervision of the Board of Trustees, regularly review procedures used by, and valuations provided by, the pricing services.

Open-end investment companies ("Mutual Funds") are valued at their NAV as of the close of business, on the valuation date.

Debt securities with a maturity of greater than 60 days at acquisition are valued at prices that reflect broker/dealer supplied valuations or are obtained from independent pricing services, which may consider the trade activity, treasury spreads, yields or price of bonds of comparable quality, coupon, maturity, and type, as well as prices quoted by dealers who make markets in such securities. Short-term debt securities with a maturity of 60 days or less at acquisition are valued at amortized cost, which approximates market value.

Repurchase agreements are valued at amortized cost, which approximates market value.


	THE RYDEX FUNDS SEMI-ANNUAL REPORT \| 15

NOTES TO FINANCIAL STATEMENTS (Unaudited)(continued)

contract closes earlier than 4:00 p.m., the futures contract is valued at the Official Settlement Price of the exchange. However, the underlying securities from which the futures contract value is derived are monitored until 4:00 p.m. to determine if fair valuation would provide a more accurate valuation.

B. Certain U.S. Government and Agency Obligations are traded on a discount basis; the interest rates shown on the Schedule of Investments reflect the effective rates paid at the time of purchase by the Fund. Other securities bear interest at the rates shown, payable at fixed dates through maturity.

C. When the Fund engages in a short sale of a security, an amount equal to the proceeds is reflected as an asset and an equivalent liability. The amount of the liability is subsequently marked-to-market to reflect the market value of the short sale. The Fund maintains a segregated account of cash and/or securities as collateral for short sales.

D. Upon entering into a futures contract, the Fund deposits and maintains as collateral such initial margin as required by the exchange on which the transaction is affected. Pursuant to the contract, the Fund agrees to receive from or pay to the broker an amount of cash equal to the daily fluctuation in value of the contract. Such receipts or payments are known as variation margin and are recorded by the Fund as unrealized gains or losses. When the contract is closed, the Fund records a realized gain or loss equal to the difference between the value of the contract at the time it was opened and the value at the time it was closed.


16 \| THE RYDEX FUNDS SEMI-ANNUAL REPORT

NOTES TO FINANCIAL STATEMENTS (Unaudited)(continued)

exposure under these arrangements is unknown, as this would involve future claims that may be made against the Fund and/or its affiliates that have not yet occurred. However, based on experience, the Fund expects the risk of loss to be remote.

2. Financial Instruments

As part of its investment strategy, the Fund utilizes short sales and a variety of derivative instruments. These investments involve, to varying degrees, elements of market risk and risks in excess of the amounts recognized in the Statement of Assets and Liabilities.

A short sale is a transaction in which a Fund sells a security it does not own. If the security sold short decreases in price between the time the Fund sells the security and closes its short position, that Fund will realize a gain on the transaction. Conversely, if the security increases in price during the period, that Fund will realize a loss on the transaction. The risk of such price increases is the principal risk of engaging in short sales.

The Fund uses derivative instruments to achieve leveraged exposure to its underlying index. Since the Fund’s investment strategy involves consistently applied leverage, the value of the Fund’s shares will tend to increase or decrease more than the value of any increase or decrease in the underlying index. In addition, as investment in derivative instruments generally requires a small investment relative to the amount of investment exposure assumed, this creates an opportunity for increased net income but, at the same time, additional leverage risk. The Fund’s use of leverage, through borrowings or instruments such as derivatives, may cause the Fund to be more volatile and riskier than if they had not been leveraged.

In conjunction with the use short sales and of derivative instruments, the Fund is required to maintain collateral in various forms. The Fund uses, where appropriate, depending on the financial instrument utilized and the broker involved, margin deposits at the broker, cash and/or securities segregated at the custodian bank, discount notes or the repurchase agreements allocated to the Fund.

The Trust has established counterparty credit guidelines and enters into transactions only with financial institutions of investment grade or better. The Trust monitors the counterparty credit risk.

3. Fees and Other Transactions with Affiliates

Under the terms of an investment advisory contract, the Fund pays GI investment advisory fees calculated at an annualized rate of 0.90% of the average daily net assets of the Fund.

RFS provides transfer agent and administrative services to the Fund calculated at the annualized rate of 0.25% of the average daily net assets of the Fund.

RFS also provides accounting services to the Fund for fees calculated at annualized rates below, based on the average daily net assets of the Fund.

Fund Accounting Fees	(as a % of Net Assets)
On the first $250 million	0.10%
On the next $250 million	0.075%
On the next $250 million	0.05%
Over $750 million	0.03%

The Trust has adopted a Distribution and Shareholder Services Plan applicable to its Advisor Class shares and a Distribution Plan applicable to A-Class shares for which GFD and other firms that provide distribution and/or shareholder services (“Service Providers”) may receive compensation. The Fund pays distribution fees to GFD at an annual rate not to exceed 0.25% of average


	THE RYDEX FUNDS SEMI-ANNUAL REPORT \| 17

NOTES TO FINANCIAL STATEMENTS (Unaudited)(continued)

daily net assets, pursuant to Rule 12b-1 of the 1940 Act. If a Service Provider provides distribution services, GFD, in turn, will pay the Service Provider out of its fees. GFD may, at its discretion, retain a portion of such payments to compensate itself for distribution services. With regard to Advisor Class shares only, GFD receives shareholder servicing fees from the Funds at an annual rate not to exceed 0.25% of average daily net assets. If a Service Provider provides shareholder services, GFD, in turn, will compensate Service Providers for providing such services, while retaining a portion of such payments to compensate itself for shareholder services it performs.

For the period ended September 30, 2014, GFD retained sales charges of $161,615 relating to sales of A-Class shares of the Trust.

Certain trustees and officers of the Trust are also officers of GI, RFS and GFD.

4. Fair Value Measurement

Level 1 —

quoted prices in active markets for identical assets or liabilities.

Level 2 —

significant other observable inputs (for example quoted prices for securities that are similar based on characteristics such as interest rates, prepayment speeds, credit risk, etc.).

Level 3 —

significant unobservable inputs based on the best information available under the circumstances, to the extent observable inputs are not available, which may include assumptions.

The following table summarizes the inputs used to value the Fund's net assets at September 30, 2014:

	Level 1 Investments In Securities		Level 1 Other Financial Instruments*		Level 2 Investments In Securities		Level 3 Investments In Securities		Total
Assets
Inverse Government Long Bond Strategy Fund	$	101,261,742	$	1,495,549	$	416,960,283	$	—	$	519,717,574

Liabilities
Inverse Government Long Bond Strategy Fund	$	—	$	—	$	172,708,874	$	—	$	172,708,874

*	Other financial instruments may include futures contracts and/or swaps, which are reported as unrealized gain/loss at period end.

For the period ended September 30, 2014, there were no transfers between levels.


18 \| THE RYDEX FUNDS SEMI-ANNUAL REPORT

NOTES TO FINANCIAL STATEMENTS (Unaudited)(continued)

5. Repurchase Agreements

The Funds transfer uninvested cash balances into a single joint account, the daily aggregate balance of which is invested in one or more repurchase agreements collateralized by obligations of the U.S. Treasury and U.S. Government Agencies. The collateral is in the possession of the Funds’ custodian and is evaluated to ensure that its market value exceeds, at a minimum, 102% of the original face amount of the repurchase agreements. Each Fund holds a pro rata share of the collateral based on the dollar amount of the repurchase agreement entered into by each Fund.

At September 30, 2014, the repurchase agreements in the joint account were as follows:

Counterparty and Terms of Agreement	Face Value	Repurchase Price	Collateral	Par Value	Fair Value
RBC Capital Markets			U.S. TIP Notes
(0.05)%			0.13% - 2.50%
Due 10/01/14	$339,522,378	$339,521,906	01/15/16 - 01/15/23	$285,293,500	$346,312,829

UMB Financial Corp.			U.S. Treasury Notes
0.00%			1.00% - 3.25%
Due 10/01/14	140,385,761	140,385,761	09/30/16 - 12/31/16	137,466,300	143,193,502

Mizuho Financial Group, Inc.			U.S. Treasury Note
0.01%			2.13%
Due 10/01/14	198,522,378	198,522,406	09/30/21	136,520,000	135,760,728
			U.S. TIP Notes
			0.13% - 1.63%
			01/15/15 - 04/15/16	57,126,400	66,732,140

HSBC Group			U.S. Treasury Strips
0.00%			0.00%
Due 10/01/14	87,599,687	87,599,687	08/15/18	94,804,900	89,351,722

Credit Suisse Group			U.S. Treasury Note
(0.05)%			0.25%
Due 10/01/14	7,283,778	7,283,768	05/15/16	7,435,100	7,429,556

In the event of counterparty default, the Funds have the right to collect the collateral to offset losses incurred. There is potential loss to the Funds in the event the Funds are delayed or prevented from exercising their rights to dispose of the collateral securities, including the risk of a possible decline in the value of the underlying securities during the period while the Funds seek to assert their rights. The Funds’ investment adviser, acting under the supervision of the Board of Trustees, reviews the value of the collateral and the creditworthiness of those banks and dealers with which the Funds enter into repurchase agreements to evaluate potential risks.

6. Derivative Investment Holdings Categorized by Risk Exposure

The Fund utilized derivatives for the following purposes:

Fund	Index Exposure	Liquidity
Inverse Government Long Bond Strategy Fund	x	x


	THE RYDEX FUNDS SEMI-ANNUAL REPORT \| 19

NOTES TO FINANCIAL STATEMENTS (Unaudited)(continued)

The following table represents the notional amount of derivative instruments outstanding as an approximate percentage of the Fund’s net assets on a daily basis.

	Approximate percentage of Fund's Net Assets on a daily basis
Fund	Long	Short
Inverse Government Long Bond Strategy Fund	—	60%

The following is a summary of the location of derivative investments on the Fund's Statement of Assets and Liabilities as of September 30, 2014:

Derivative Investment Type	Asset Derivatives
Interest Rate contracts	Variation margin

The following table sets forth the fair value of the Fund's derivative investments categorized by primary risk exposure at September 30, 2014:

Asset Derivative Investments Value
Fund	Futures Interest Rate Contracts*
Inverse Government Long Bond Strategy Fund	$	1,495,549

*	Includes cumulative appreciation (depreciation) of futures contracts as reported on the Schedule of Investments. Only current day’s variation margin is reported within the Statement of Assets and Liabilities.

The following is a summary of the location of derivative investments on the Fund's Statement of Operations for the period ended September 30, 2014:

Derivative Investment Type	Location of Gain (Loss) on Derivatives
Interest Rate contracts	Net realized gain (loss) on futures contracts
	Net change in unrealized appreciation (depreciation) on futures contracts

Realized Gain (Loss) on Derivative Investments Recognized on the Statement of Operations
Fund	Futures Interest Rate Contracts
Inverse Government Long Bond Strategy Fund	$	(17,251,599	)

Change in Unrealized Appreciation (Depreciation) on Derivative Investments Recognized on the Statement of Operations
Fund	Futures Interest Rate Contracts
Inverse Government Long Bond Strategy Fund	$	1,965,424


20 \| THE RYDEX FUNDS SEMI-ANNUAL REPORT

NOTES TO FINANCIAL STATEMENTS (Unaudited)(continued)

7. Federal Income Tax Information

The RIC Modernization Act of 2010 was signed into law on December 22, 2010, and simplified some of the tax provisions applicable to regulated investment companies, the tax reporting to their shareholders and improved the tax efficiency of certain fund structures. The greatest impact to the disclosure in the financial reports for the Fund was on the treatment of net capital losses, effective for tax years beginning after December 22, 2010.

Fund		Tax Cost				Tax Unrealized Gain				Tax Unrealized Loss				Net Unrealized Loss
Inverse Government Long Bond Strategy Fund		$	518,435,734			$	13,686			$	(227,395	)		$	(213,709	)

8. Securities Transactions

For the period ended September 30, 2014, the cost of purchases and proceeds from sales of government securities were:

Fund		Purchases				Sales
Inverse Government Long Bond Strategy Fund		$	(1,137,387,359	)		$	(1,132,437,316	)

9. Line of Credit

The Trust, along with other affiliated trusts, secured an uncommitted, $75,000,000 line of credit from U.S. Bank, N.A., which expires June 13, 2015. This line of credit is reserved for emergency or temporary purposes. Borrowings, if any, under this arrangement bear interest equal to the Prime Rate, minus 2%, which shall be paid monthly, averaging 1.25% for the period ended September 30, 2014. The Fund did not have any borrowings under this agreement at September 30, 2014.


	THE RYDEX FUNDS SEMI-ANNUAL REPORT \| 21

NOTES TO FINANCIAL STATEMENTS (Unaudited)(continued)

10. Affiliated and/or Related Transactions

Transactions during the period ended September 30, 2014 in which the portfolio company is an “affiliated person” are as follows:

Affiliated issuers by Fund	Value 03/31/2014		Additions		Reductions			Value 09/30/2014		Shares 09/30/2014		Investment Income		Realized Gain (Loss)			Capital Gain Distributions
Inverse Government Long Bond Strategy Fund
Guggenheim Strategy Fund I	$	—	$	101,589,144	$	(100,120	)	$	101,261,742		4,065,104	$	471,522	$	(120	)	$	—
	$	—	$	101,589,144	$	(100,120	)	$	101,261,742		4,065,104	$	471,522	$	(120	)	$	—

11. Reverse Share Split

The Inverse Government Long Bond Strategy Fund underwent a one-for-five reverse share split effective February 21, 2014. The effect of the transaction was to divide the number of outstanding shares of the Fund by five, resulting in a corresponding increase in the net asset value per share. The share transactions presented in the statement of changes in net assets and the per share data in the financial highlights for each of the periods presented prior to February 21, 2014 have been restated to reflect this reverse share split. There were no changes in net assets, results of operations or total return as a result of this transaction.

12. Legal Proceedings

Tribune Company

Rydex Series Funds has been named as a defendant and a putative member of the proposed defendant class of shareholders in the case entitled Kirschner v. FitzSimons, No. 12-2652 (S.D.N.Y.) (formerly Official Committee of Unsecured Creditors of Tribune Co. v. FitzSimons, Adv. Pro. No. 10-54010 (Bankr. D. Del.)) (the “FitzSimons action”), as a result of ownership by certain series of the Rydex Series Funds of shares in the Tribune Company (“Tribune”) in 2007, when Tribune effected a leveraged buyout transaction (“LBO”) by which Tribune converted to a privately-held company. In his complaint, the plaintiff has alleged that, in connection with the LBO, Tribune insiders and shareholders were overpaid for their Tribune stock using financing that the insiders knew would, and ultimately did, leave the Tribune Company insolvent. The plaintiff has asserted claims against certain insiders, major shareholders, professional advisers, and others involved in the LBO. The plaintiff is also attempting to obtain from former Tribune shareholders, including the Rydex Series Funds, the proceeds they received in connection with the LBO.

In June 2011, a group of Tribune creditors filed multiple actions against former Tribune shareholders involving state law constructive fraudulent conveyance claims arising out of the 2007 LBO (the “SLCFC actions”). Rydex Series Funds has been named as a defendant in one or more of these suits. In those actions, the creditors seek to recover from Tribune’s former shareholders the proceeds received in connection with the 2007 LBO.


22 \| THE RYDEX FUNDS SEMI-ANNUAL REPORT

NOTES TO FINANCIAL STATEMENTS (Unaudited)(concluded)

None of these lawsuits alleges any wrongdoing on the part of Rydex Series Funds. The following series of Rydex Series Funds held shares of Tribune and tendered these shares as part of Tribune’s LBO: Nova Fund, S&P 500^® Pure Value Fund, Multi-Cap Core Equity Fund, S&P 500^® Fund, Multi-Hedge Strategies Fund and Hedged Equity Fund (the “Funds”). The value of the proceeds received by the foregoing Funds was $28,220, $109,242, $9,860, $3,400, $1,181,160, and $10,880, respectively. At this stage of the proceedings, Rydex Series Funds is not able to make a reliable predication as to the outcome of these lawsuits or the effect, if any, on a Fund’s net asset value.

Lyondell Chemical Company

On April 7, 2014, the plaintiff filed a Third Amended Complaint. In the related action entitled Weisfelner, as Trustee of the LB Litigation Trust v. A. Holmes & H. Holmes TTEE (In re Lyondell Co.), Adversary Proceeding No. 10-5525 (Bankr. S.D.N.Y.) (the “Litigation Trust action”), the plaintiff also filed a Second Amended Complaint that alleges a claim against the former Lyondell shareholders under federal law for intentional fraudulent transfer.


	THE RYDEX FUNDS SEMI-ANNUAL REPORT \| 23

OTHER INFORMATION (Unaudited)

Proxy Voting Information

Quarterly Portfolio Schedules Information

Office Locations

The offices of Guggenheim Investments can be found in the following locations:

330 Madison Avenue
10th Floor
New York, NY 10017
(Headquarters)

Four Irvington Centre
805 King Farm Boulevard
Suite 600
Rockville, MD 20850

9401 Indian Creek Parkway
40 Corporate Woods
Suite 850
Overland Park, KS 66210

Distributor Change


24 \| THE RYDEX FUNDS SEMI-ANNUAL REPORT

OTHER INFORMATION (Unaudited)(continued)

Board Considerations in Approving the Investment Advisory Agreement

In reaching the conclusion to approve the continuation of the Investment Advisory Agreement, the Independent Trustees requested and obtained from the Advisor such information as the Independent Trustees deemed reasonably necessary to evaluate the Investment Advisory Agreement. The Advisor provided the Board with a wide variety of information, including comparisons of Fund performance and fees relative to comparable peer funds in advance of the May 15, 2014 Meeting. The Independent Trustees carefully evaluated the information provided as well as information they received throughout the year as part of their regular oversight of the Funds. At the Meetings, independent legal counsel advised the Independent Trustees with respect to their deliberations and their fiduciary responsibilities associated with the Board’s consideration of the continuation of the Investment Advisory Agreement. The Board also received a memorandum from Fund counsel regarding the Board’s responsibilities when considering the approval of an investment advisory agreement.

During the Meetings, the Board, including the Independent Trustees, evaluated a number of considerations, including among others: (a) the nature, extent and quality of the Advisor’s investment advisory 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) a comparison of the Funds’ advisory fees to the fees charged to comparable funds or accounts, paying special attention to the absence of breakpoints in these fees and the Advisor’s rationale for not including breakpoints; (f) each Fund’s overall fees and operating expenses compared with those of peer funds; (g) the Advisor’s profitability with respect to its Fund-related operations; (h) the Advisor’s compliance systems; (i) the Advisor’s policies and compliance procedures applicable to personal securities transactions; (j) the Advisor’s reputation, expertise and resources in the financial markets; and (k) Fund performance compared with that of peer funds and/or appropriate benchmarks. In its deliberations, the Board did not identify any particular factor as controlling, noting that each Trustee could attribute different weights to the various factors considered.

•

Nature, Extent and Quality of Services Provided by the Advisor. At the Meetings, the Board reviewed the scope of services to be provided by the Advisor under the Investment Advisory 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 during the upcoming year. The Board also considered the Advisor’s representations to the Board that the Advisor would continue to provide investment and related services that were of materially the same quality and quantity as services provided to the Funds in the past, and that these services are appropriate in scope and extent in light of the Funds’ operations, the competitive landscape of the investment company business and investor needs.

•

Fund Expenses and Performance of the Funds and the Advisor. At the Meetings, the Board reviewed statistical information provided by the Advisor regarding the expense ratio components and performance of each Fund. The Advisor engaged FUSE Research Network LLC (“FUSE”), an independent, third party research provider, to prepare advisory contract renewal reports to help the Board fulfill its advisory contract renewal responsibilities. The reports compared the Funds’ fees, expenses and total return performance to those of comparable funds in the Funds’ peer group and the broader peer universe, as determined by FUSE. Statistical information in the FUSE reports related to the expense ratio components was based on a comparison of the Funds’ and peer funds’ actual advisory fees, waivers/reimbursements, and gross and net total expenses. The Board also considered the Advisor’s representation


	THE RYDEX FUNDS SEMI-ANNUAL REPORT \| 25

OTHER INFORMATION (Unaudited)(concluded)

•

Costs of Services Provided to the Funds and Profits Realized by the Advisor and its Affiliates. At the Meetings, the Board reviewed information about the profitability of the Funds to the Advisor based on the advisory fees payable under the current Investment Advisory Agreement for the last calendar year. At the Meetings, the Board also analyzed the Funds’ expenses, including the investment advisory fees paid to the Advisor, and reviewed reports comparing the expense ratios of the Funds to those of other comparable funds. The Board also reviewed information regarding the 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 and/or its affiliates. The Board also discussed the Advisor’s profit margin as reflected in the Advisor’s profitability analysis.

•

Other Benefits to the Advisor and/or its Affiliates. In addition to evaluating the services provided by the Advisor, the Board considered the nature and amount of other benefits received by the Advisor and its affiliates as a result of their relationship with the Funds. In particular, the Board considered the nature, extent and quality of the administrative, distribution, and shareholder services performed by the Advisor’s affiliates and the fees paid to the Advisor’s affiliates for those services under separate agreements. In light of the costs of providing services pursuant to the separate agreements as well as the Advisor’s and its affiliates’ commitment to the Funds, the ancillary benefits the Advisor and its affiliates received were considered reasonable. The Board also noted that the Advisor reports portfolio transactions on behalf of the Funds, including the cost of such transactions, placed through an affiliate of the Funds or the Advisor at each quarterly Board meeting.


26 \| THE RYDEX FUNDS SEMI-ANNUAL REPORT

INFORMATION ON BOARD OF TRUSTEES AND OFFICERS (Unaudited)

Name, Address* and Year of Birth of Trustee	Position(s) Held with the Trust, Term of Office and Length of Time Served	Principal Occupation(s) During Past 5 Years	Number of Portfolios in Fund Complex Overseen by Trustee***	Other Directorships Held by Trustee
INTERESTED TRUSTEE
Donald C. Cacciapaglia** (1951)	Trustee from 2012 to present.	Current: President and CEO, certain other funds in the Fund Complex (2012-present); Vice Chairman, Guggenheim Investments (2010-present). Former: Chairman and CEO, Channel Capital Group, Inc. (2002-2010).	220	Delaware Life (2013-present); Guggenheim Life and Annuity Company (2011-present); Paragon Life Insurance Company of Indiana (2011-present).
INDEPENDENT TRUSTEES
Corey A. Colehour (1945)	Trustee and Member of the Audit, Governance, Nominating, and Investment and Performance Committees from 1998 to present.	Retired.	131	None.
J. Kenneth Dalton (1941)	Trustee, Member and Chairman of the Audit Committee, and Member of the Governance and Nominating Committees from 1998 to present; and Member of the Risk Oversight Committee from 2010 to present.	Retired.	131	Trustee of Epiphany Funds (4) (2009-present).
John O. Demaret (1940)	Vice Chairman of the Board of Trustees from 2014 to present; Trustee from 1998 to present and Chairman of the Board from 2006 to 2014; Member and Chairman of the Audit Committee from 1998 to present; and Member of the Risk Oversight Committee from 2010 to present.	Retired.	131	None.
Werner E. Keller (1940)	Chairman of the Board from 2014 to present; Vice Chairman of the Board of Trustees from 2010 to 2014; Trustee and Member of the Audit, Governance, and Nominating Committees from 2005 to present; and Chairman and Member of the Risk Oversight Committee from 2010 to present.	Current: Founder and President, Keller Partners, LLC (investment research firm) (2005-present).	131	None.


	THE RYDEX FUNDS SEMI-ANNUAL REPORT \| 27

INFORMATION ON BOARD OF TRUSTEES AND OFFICERS (Unaudited)(continued)

Name, Address* and Year of Birth of Trustee	Position(s) Held with the Trust, Term of Office and Length of Time Served	Principal Occupation(s) During Past 5 Years	Number of Portfolios in Fund Complex Overseen by Trustee***	Other Directorships Held by Trustee
INDEPENDENT TRUSTEES - concluded
Thomas F. Lydon, Jr. (1960)	Trustee and Member of the Audit, Governance, and Nominating Committees from 2005 to present.	Current: President, Global Trends Investments (registered investment adviser) (1996-present).	131	US Global Investors (GROW) (1995-present).
Patrick T. McCarville (1942)	Trustee, Member of the Audit Committee, and Chairman and Member of the Governance and Nominating Committees from 1998 to present.	Retired. Former: Chief Executive Officer, Par Industries, Inc., d/b/a Par Leasing (1977-2010).	131	None.

Name, Address* and Year of Birth	Position(s) Held with the Trust, Term of Office and Length of Time Served	Principal Occupation(s) During Past 5 Years
OFFICERS
Donald C. Cacciapaglia (1951)	President (2012-present).	Current: President and CEO, certain other funds in the Fund Complex (2012-present); Vice Chairman, Guggenheim Investments (2010-present). Former: Chairman and CEO, Channel Capital Group Inc. (2002-2010).
Michael P. Byrum (1970)	Vice President (1999-present).	Current: Senior Vice President, Security Investors, LLC (2010-present); President and Chief Investment Officer, Rydex Holdings, LLC (2008-present); Director and Chairman, Advisory Research Center, Inc. (2006-present); Manager, Guggenheim Specialized Products, LLC (2005-present). Former: Vice President, Guggenheim Distributors, LLC (2009); Director (2009-2010) and Secretary (2002-2010), Rydex Fund Services, LLC; Director (2008-2010), Chief Investment Officer (2006-2010), President (2004-2010) and Secretary (2002-2010), Rydex Advisors, LLC; Director (2008-2010), Chief Investment Officer (2006-2010), President (2004-2010) and Secretary (2002-2010), Rydex Advisors II, LLC.
Nikolaos Bonos (1963)	Vice President and Treasurer (2003-present).	Current: Senior Vice President, Security Investors, LLC (2010-present); Chief Executive Officer, Guggenheim Specialized Products, LLC (2009-present); Chief Executive Officer & President, Rydex Fund Services, LLC (2009-present); Vice President, Rydex Holdings, LLC (2008-present). Former: Senior Vice President, Security Global Investors, LLC (2010-2011); and Senior Vice President, Rydex Advisors, LLC and Rydex Advisors II, LLC (2006-2011).


28 \| THE RYDEX FUNDS SEMI-ANNUAL REPORT

INFORMATION ON BOARD OF TRUSTEES AND OFFICERS (Unaudited)(concluded)

Name, Address* and Year of Birth	Position(s) Held with the Trust, Term of Office and Length of Time Served	Principal Occupation(s) During Past 5 Years
OFFICERS - concluded
Elisabeth Miller (1968)	Chief Compliance Officer (2012-present).	Current: CCO, certain other funds in the Fund Complex (2012-present); CCO, Security Investors, LLC (2012-present); CCO, Guggenheim Funds Investment Advisors, LLC (2012-present); Vice President, Guggenheim Funds Distributors, LLC (March 2014-present). Former: CCO, Guggenheim Distributors, LLC (2009-March 2014); Senior Manager, Security Investors, LLC (2004-2009); Senior Manager, Guggenheim Distributors, LLC (2004-2009).
Joseph M. Arruda (1966)	Assistant Treasurer (2006-present).	Current: Assistant Treasurer, certain other funds in the Fund Complex (2006-present); Vice President, Security Investors, LLC (2010-present); CFO and Manager, Guggenheim Specialized Products, LLC (2009-present). Former: Vice President, Security Global Investors, LLC (2010-2011); Vice President, Rydex Advisors, LLC (2010); Vice President, Rydex Advisors II, LLC (2010).
Amy J. Lee (1961)	Vice President (2009-present) and Secretary (2012-present).	Current: Chief Legal Officer, certain other funds in the Fund Complex (2012-present); Senior Managing Director, Guggenheim Investments (2012-present). Former: Vice President, Associate General Counsel and Assistant Secretary, Security Benefit Life Insurance Company and Security Benefit Corporation (2004-2012).

*	All Trustees and Officers may be reached c/o Guggenheim Investments, 805 King Farm Boulevard, Suite 600, Rockville, MD 20850.
**	Mr. Cacciapaglia is an “interested” person of the Trust, as that term is defined in the 1940 Act by virtue of his affiliation with the Adviser’s parent company.
***	The “Fund Complex” includes all closed-end and open-end funds (including all of their portfolios) advised by the Adviser and any funds that have an investment adviser or servicing agent that is an affiliated person of the Adviser. Information provided is as of the date of this report.


	THE RYDEX FUNDS SEMI-ANNUAL REPORT \| 29

GUGGENHEIM INVESTMENTS PRIVACY POLICIES (Unaudited)

Our Commitment to You

The Information We Collect About You

How We Handle Your Personal Information

Opt Out Provisions


30 \| THE RYDEX FUNDS SEMI-ANNUAL REPORT

GUGGENHEIM INVESTMENTS PRIVACY POLICIES (Unaudited)(concluded)

How We Protect Privacy Online

How We Safeguard Your Personal Information

We’ll Keep You Informed


	THE RYDEX FUNDS SEMI-ANNUAL REPORT \| 31

This page intentionally left blank.

9.30.2014

Rydex Funds Semi-Annual Report

Guggenheim Alternatives Funds
Guggenheim Long Short Equity Fund
Guggenheim Event Driven and Distressed Strategies Fund
Rydex International Equity Funds
Rydex Emerging Markets 2x Strategy Fund
Rydex Inverse Emerging Markets 2x Strategy Fund
Rydex Fixed Income Fund
Rydex Emerging Markets Bond Strategy Fund

RSTF-SEMI-0914x0315

guggenheiminvestments.com

TABLE OF CONTENTS

DEAR SHAREHOLDER	2
ECONOMIC AND MARKET OVERVIEW	3
A BRIEF NOTE ON THE COMPOUNDING OF RETURNS	5
ABOUT SHAREHOLDERS’ FUND EXPENSES	6
LONG SHORT EQUITY FUND	9
EVENT DRIVEN AND DISTRESSED STRATEGIES FUND	20
EMERGING MARKETS 2x STRATEGY FUND	28
INVERSE EMERGING MARKETS 2x STRATEGY FUND	35
EMERGING MARKETS BOND STRATEGY FUND	41
NOTES TO FINANCIAL STATEMENTS	47
OTHER INFORMATION	62
INFORMATION ON BOARD OF TRUSTEES AND OFFICERS	65
GUGGENHEIM INVESTMENTS PRIVACY POLICIES	68


	THE RYDEX FUNDS SEMI-ANNUAL REPORT \| 1

September 30, 2014

Dear Shareholder:

The Investment Adviser is part of Guggenheim Investments, which represents the investment management businesses of Guggenheim Partners, LLC, a global, diversified financial services firm.

Guggenheim Funds Distributors, LLC is the distributor of the Funds. Guggenheim Funds Distributors, LLC is affiliated with Guggenheim Partners, LLC and Security Investors, LLC.

We encourage you to read the Economic and Market Overview section of the report, which follows this letter, and then the Fund Profile for each Fund.

We are committed to providing innovative investment solutions and appreciate the trust you place in us.

Sincerely,

Donald C. Cacciapaglia
President
October 31, 2014


2 \| THE RYDEX FUNDS SEMI-ANNUAL REPORT

ECONOMIC AND MARKET OVERVIEW (Unaudited)

September 30, 2014


	THE RYDEX FUNDS SEMI-ANNUAL REPORT \| 3

ECONOMIC AND MARKET OVERVIEW (Unaudited)(concluded)

September 30, 2014

*Index Definitions:

The following indices are referenced throughout this report. Indices are unmanaged and not available for direct investment. Index performance does not reflect transaction costs, fees, or expenses.

BofA Merrill Lynch 3-Month U.S. Treasury Bill Index is an unmanaged market index of U.S. Treasury securities maturing in 90 days that assumes reinvestment of all income.

Barclays U.S. Corporate High Yield Index covers the universe of dollar denominated, fixed rate, non-investment grade debt, taxable corporate debt.

MSCI Emerging Markets Index is a free float-adjusted market capitalization weighted index that is designed to measure equity market performance in the global emerging markets.

S&P 500^® Index is a market-weighted stock market index comprised of the stocks of 500 U.S. corporations; the index is owned and maintained by Standard & Poor’s.


4 \| THE RYDEX FUNDS SEMI-ANNUAL REPORT

A BRIEF NOTE ON THE COMPOUNDING OF RETURNS (Unaudited)

Rydex Emerging Markets 2x Strategy Fund and Rydex Inverse Emerging Markets 2x Strategy Fund described in this report are benchmarked daily to leveraged and/or inverse leveraged versions of published indices. To properly evaluate the performance of these funds, it is essential to understand the effect of mathematical compounding on their respective returns.

An Example of Compounding

	Index Level	Index Performance	Fund Expectation	Fund NAV	Fund Performance	Assessment
Start	100			$10.00
Day 1	106	6.0%	9.0%	$10.90	9.0%	In line
Day 2	99	-6.6%	-9.9%	$9.82	-9.9%	In line
Cumulative		-1.0%	-1.5%		-1.8%	-0.3%

As illustrated by this simple example, the effect of leverage can make it difficult to form expectations or judgments about fund performance given only the returns of the unleveraged index.


	THE RYDEX FUNDS SEMI-ANNUAL REPORT \| 5

ABOUT SHAREHOLDERS’ FUND EXPENSES (Unaudited)

All mutual funds have operating expenses and it is important for our shareholders to understand the impact of costs on their investments. Shareholders of a Fund incur two types of costs: (i) transaction costs, including sales charges (loads) on purchase payments, reinvested dividends, or other distributions; and exchange fees; and (ii) ongoing costs, including management fees, administrative services, and shareholder reports, among others. These ongoing costs, or operating expenses, are deducted from a fund’s gross income and reduce the investment return of the fund.

The examples are based on an investment of $1,000 made at the beginning of the period and held for the entire six-month period beginning March 31, 2014 and ending September 30, 2014.

The following tables illustrate a Fund’s costs in two ways:


6 \| THE RYDEX FUNDS SEMI-ANNUAL REPORT

ABOUT SHAREHOLDERS’ FUND EXPENSES (Unaudited)(continued)

	Expense Ratio¹	Fund Return	Beginning Account Value March 31, 2014	Ending Account Value September 30, 2014	Expenses Paid During Period²
Table 1. Based on actual Fund return³
Long Short Equity Fund
A-Class	2.15%	(2.85%)	$1,000.00	$971.50	$10.63
C-Class	2.90%	(3.27%)	1,000.00	967.30	14.30
H-Class	2.14%	(2.91%)	1,000.00	970.90	10.57
Institutional Class	1.97%	(2.76%)	1,000.00	972.40	9.74
Event Driven and Distressed Strategies Fund
A-Class	1.90%	(2.74%)	1,000.00	972.60	9.40
C-Class	2.65%	(3.09%)	1,000.00	969.10	13.08
H-Class	1.90%	(2.71%)	1,000.00	972.90	9.40
Institutional Class	1.65%	(2.61%)	1,000.00	973.90	8.16
Emerging Markets 2x Strategy Fund
A-Class	1.76%	15.10%	1,000.00	1,151.00	9.49
C-Class	2.50%	14.73%	1,000.00	1,147.30	13.46
H-Class	1.76%	15.16%	1,000.00	1,151.60	9.49
Inverse Emerging Markets 2x Strategy Fund
A-Class	1.75%	(19.03%)	1,000.00	809.70	7.94
C-Class	2.51%	(19.29%)	1,000.00	807.10	11.37
H-Class	1.76%	(18.99%)	1,000.00	810.10	7.99
Emerging Markets Bond Strategy Fund
A-Class	1.57%	(1.79%)	1,000.00	982.10	7.80
C-Class	2.36%	(2.35%)	1,000.00	976.50	11.69
H-Class	1.61%	(2.18%)	1,000.00	978.20	7.98


	THE RYDEX FUNDS SEMI-ANNUAL REPORT \| 7

ABOUT SHAREHOLDERS’ FUND EXPENSES (Unaudited)(concluded)

	Expense Ratio¹	Fund Return	Beginning Account Value March 31, 2014	Ending Account Value September 30, 2014	Expenses Paid During Period²
Table 2. Based on hypothetical 5% return (before expenses)
Long Short Equity Fund
A-Class	2.15%	5.00%	$1,000.00	$1,014.29	$10.86
C-Class	2.90%	5.00%	1,000.00	1,010.53	14.62
H-Class	2.14%	5.00%	1,000.00	1,014.34	10.81
Institutional Class	1.97%	5.00%	1,000.00	1,015.19	9.95
Event Driven and Distressed Strategies Fund
A-Class	1.90%	5.00%	1,000.00	1,015.54	9.60
C-Class	2.65%	5.00%	1,000.00	1,011.78	13.36
H-Class	1.90%	5.00%	1,000.00	1,015.54	9.60
Institutional Class	1.65%	5.00%	1,000.00	1,016.80	8.34
Emerging Markets 2x Strategy Fund
A-Class	1.76%	5.00%	1,000.00	1,016.24	8.90
C-Class	2.50%	5.00%	1,000.00	1,012.53	12.61
H-Class	1.76%	5.00%	1,000.00	1,016.24	8.90
Inverse Emerging Markets 2x Strategy Fund
A-Class	1.75%	5.00%	1,000.00	1,016.29	8.85
C-Class	2.51%	5.00%	1,000.00	1,012.48	12.66
H-Class	1.76%	5.00%	1,000.00	1,016.24	8.90
Emerging Markets Bond Strategy Fund
A-Class	1.57%	5.00%	1,000.00	1,017.20	7.94
C-Class	2.36%	5.00%	1,000.00	1,013.24	11.91
H-Class	1.61%	5.00%	1,000.00	1,017.00	8.14

¹	Annualized and excludes expenses of the underlying funds in which the Funds invest. This ratio represents net expenses, which includes interest and dividend expense. Excluding these expenses the operating expense ratios would be:

		Long Short Equity Fund
	A-Class	1.67%
	C-Class	2.42%
	H-Class	1.67%
	Institutional Class	1.43%

²	Expenses are equal to the Fund's annualized expense ratio, net of any applicable fee waivers, multiplied by the average account value over the period, multiplied by 183/365 (to reflect the one-half year period).
³	Actual cumulative return at net asset value for the period March 31, 2014 to September 30, 2014.


8 \| THE RYDEX FUNDS SEMI-ANNUAL REPORT

FUND PROFILE (Unaudited)

September 30, 2014

LONG SHORT EQUITY FUND

OBJECTIVE: Seeks long-term capital appreciation.

Holdings Diversification (Market Exposure as % of Net Assets)

“Holdings Diversification (Market Exposure as % of Net Assets)” excludes any temporary cash investments.

Inception Dates:
A-Class	March 31, 2004
C-Class	March 22, 2002
H-Class	March 22, 2002
Institutional Class	November 30, 2011

Ten Largest Long Holdings (% of Total Net Assets)
Guggenheim Strategy Fund II	4.5%
Perrigo Company plc	0.6%
zulily, Inc. — Class A	0.6%
Graham Holdings Co. — Class B	0.6%
Darden Restaurants, Inc.	0.6%
Myriad Genetics, Inc.	0.6%
AOL, Inc.	0.6%
Johnson & Johnson	0.5%
Centene Corp.	0.5%
Hawaiian Electric Industries Inc.	0.5%
Top Ten Total	9.6%

“Ten Largest Long Holdings” exclude any temporary cash or derivative investments.


	THE RYDEX FUNDS SEMI-ANNUAL REPORT \| 9

SCHEDULE OF INVESTMENTS (Unaudited)	September 30, 2014
LONG SHORT EQUITY FUND

	Shares		Value

COMMON STOCKS† - 85.2%

CONSUMER, NON-CYCLICAL - 26.5%
Perrigo Company plc1		1,699	$	255,170
Myriad Genetics, Inc.*,2		6,421		247,658
Johnson & Johnson1		2,300		245,156
Centene Corp.*,1		2,959		244,739
Endo International plc*,1		3,563		243,494
United Therapeutics Corp.*,1		1,882		242,119
PepsiCo, Inc.1		2,600		242,034
AmerisourceBergen Corp. — Class A1		3,100		239,630
Salix Pharmaceuticals Ltd.*,1		1,532		239,360
Premier, Inc. — Class A*,1		7,260		238,564
Dr Pepper Snapple Group, Inc.1		3,706		238,333
Molson Coors Brewing Co. — Class B1		3,200		238,208
Zoetis, Inc.1		6,423		237,330
Tyson Foods, Inc. — Class A1		5,997		236,102
Patterson Companies, Inc.1		5,696		235,985
Constellation Brands, Inc. — Class A*,1		2,700		235,332
Pinnacle Foods, Inc.1		7,194		234,884
Coca-Cola Co.1		5,500		234,630
Monster Beverage Corp.*,1		2,558		234,492
Humana, Inc.1		1,798		234,261
Pfizer, Inc.1		7,900		233,603
Archer-Daniels-Midland Co.1		4,570		233,527
Eli Lilly & Co.1		3,600		233,460
Cardinal Health, Inc.1		3,100		232,252
McCormick & Company, Inc.1		3,471		232,210
Mallinckrodt plc*,1		2,566		231,325
Merck & Company, Inc.1		3,900		231,192
Pilgrim’s Pride Corp.*,1		7,549		230,697
Hospira, Inc.*,1		4,386		228,203
Health Net, Inc.*,1		4,937		227,645
WellPoint, Inc.1		1,900		227,278
Flowers Foods, Inc.1		12,316		226,122
Scotts Miracle-Gro Co. — Class A1		4,104		225,720
Kraft Foods Group, Inc.1		4,000		225,600
Mylan, Inc.*,1		4,957		225,494
Aetna, Inc.1		2,781		225,261
Coca-Cola Enterprises, Inc.1		5,067		224,772
DeVry Education Group, Inc.1		5,241		224,367
Quest Diagnostics, Inc.1		3,691		223,970
JM Smucker Co.1		2,254		223,123
Ingredion, Inc.1		2,934		222,368
H&R Block, Inc.1		7,170		222,342
Hill-Rom Holdings, Inc.1		5,362		222,148
RR Donnelley & Sons Co.1		13,390		220,399
Jazz Pharmaceuticals plc*,1		1,321		212,100
Avis Budget Group, Inc.*,1		3,677		201,831
Seattle Genetics, Inc.*,1		5,427		201,776
Apollo Education Group, Inc. — Class A*,1		7,938		199,641
Clorox Co.1		1,539		147,806
Bristol-Myers Squibb Co.1		2,859		146,324
Gilead Sciences, Inc.*,1		1,000		106,450
Cubist Pharmaceuticals, Inc.*,1		1,356		89,957
McKesson Corp.1		400		77,868
Catamaran Corp.*,1		1,811		76,334
Henry Schein, Inc.*,1		461		53,693
Alnylam Pharmaceuticals, Inc.*,1		456		35,614
ConAgra Foods, Inc.1		860		28,414
Campbell Soup Co.1		657		28,074
Vectrus, Inc.*		712		13,909
Total Consumer, Non-cyclical				11,870,350

INDUSTRIAL - 11.9%
Kansas City Southern1		2,012		243,855
TransDigm Group, Inc.1		1,312		241,841
Union Pacific Corp.1		2,200		238,524
CSX Corp.1		7,400		237,244
Landstar System, Inc.1		3,260		235,340
Norfolk Southern Corp.1		2,100		234,360
J.B. Hunt Transport Services, Inc.1		3,162		234,146
Old Dominion Freight Line, Inc.*,1		3,289		232,335
Martin Marietta Materials, Inc.1		1,800		232,092
Covanta Holding Corp.1		10,913		231,574
Ryder System, Inc.1		2,557		230,054
Genesee & Wyoming, Inc. — Class A*,1		2,396		228,363
AMERCO1		854		223,654
AVX Corp.1		16,837		223,595
Kirby Corp.*,1		1,890		222,736
Clean Harbors, Inc.*,1		4,019		216,704
Exelis, Inc.1		12,819		212,026
Gentex Corp.1		7,898		211,429
SunPower Corp. — Class A*		6,125		207,515
Vishay Intertechnology, Inc.1		14,406		205,862
Con-way, Inc.1		4,329		205,628
Knowles Corp.*,1		7,533		199,625
Tech Data Corp.*,1		3,371		198,417
National Instruments Corp.1		5,139		158,949
Hexcel Corp.*,1		1,186		47,084
Total Industrial				5,352,952

TECHNOLOGY - 10.8%
Apple, Inc.1		2,300		231,725
NCR Corp.*,1		6,926		231,397
Maxim Integrated Products, Inc.1		7,627		230,641
IPG Photonics Corp.*		3,353		230,619
Microchip Technology, Inc.1		4,861		229,585
Western Digital Corp.1		2,326		226,367
Marvell Technology Group Ltd.1		16,789		226,316
Linear Technology Corp.1		5,098		226,300
Avago Technologies Ltd.1		2,600		226,200
Stratasys Ltd.*,1		1,852		223,685
Hewlett-Packard Co.1		6,300		223,461
Teradyne, Inc.1		11,273		218,583
Atmel Corp.*,1		26,589		214,839
ON Semiconductor Corp.*,1		23,981		214,390
Diebold, Inc.1		6,052		213,757


10 \| THE RYDEX FUNDS SEMI-ANNUAL REPORT	SEE NOTES TO FINANCIAL STATEMENTS.

SCHEDULE OF INVESTMENTS (Unaudited)(continued)	September 30, 2014
LONG SHORT EQUITY FUND

	Shares		Value

Freescale Semiconductor Ltd.*,1		10,934	$	213,541
Pitney Bowes, Inc.1		8,521		212,940
First Solar, Inc.*,1		3,200		210,592
Cree, Inc.*,1		4,985		204,136
Lexmark International, Inc. — Class A1		4,747		201,748
Advanced Micro Devices, Inc.*,2		56,476		192,583
Altera Corp.1		5,177		185,233
EMC Corp.1		1,520		44,475
Total Technology				4,833,113

CONSUMER, CYCLICAL - 10.4%
Darden Restaurants, Inc.1		4,820		248,036
Wendy’s Co.1		29,333		242,291
Southwest Airlines Co.1		6,930		234,025
Wynn Resorts Ltd.1		1,250		233,850
Brinker International, Inc.1		4,559		231,552
Spirit Airlines, Inc.*,1		3,349		231,550
TRW Automotive Holdings Corp.*,1		2,246		227,408
Gaming and Leisure Properties, Inc.1		7,183		221,955
Regal Entertainment Group — Class A1		11,004		218,760
Dolby Laboratories, Inc. — Class A*,1		5,226		218,395
American Airlines Group, Inc.1		6,110		216,783
Ingram Micro, Inc. — Class A*,1		8,393		216,623
Delta Air Lines, Inc.1		5,944		214,876
United Continental Holdings, Inc.*,1		4,590		214,766
Alaska Air Group, Inc.1		4,909		213,738
Goodyear Tire & Rubber Co.1		9,404		212,389
Visteon Corp.*,1		2,120		206,170
BorgWarner, Inc.1		3,780		198,866
Copa Holdings S.A. — Class A1		1,826		195,912
Lear Corp.1		2,230		192,694
McDonald’s Corp.1		1,400		132,734
Taylor Morrison Home Corp. — Class A*,1		7,732		125,413
Coach, Inc.1		426		15,170
SeaWorld Entertainment, Inc.1		337		6,481
Total Consumer, Cyclical				4,670,437

FINANCIAL - 8.6%
American National Insurance Co.1		2,103		236,377
Interactive Brokers Group, Inc. — Class A1		9,458		235,977
NorthStar Realty Finance Corp.1		13,100		231,477
Bank of New York Mellon Corp.1		5,900		228,507
Eaton Vance Corp.1		5,978		225,550
Artisan Partners Asset Management, Inc. — Class A1		4,290		223,295
Federated Investors, Inc. — Class B1		7,576		222,431
Waddell & Reed Financial, Inc. — Class A1		4,299		222,215
SLM Corp.1		25,879		221,524
Starwood Property Trust, Inc.1		9,900		217,404
MFA Financial, Inc.1		27,875		216,868
American Realty Capital Properties, Inc.		17,900		215,874
Chimera Investment Corp.1		70,743		215,059
Rayonier, Inc.1		6,863		213,714
Two Harbors Investment Corp.1		21,981		212,556
Annaly Capital Management, Inc.1		19,900		212,532
American Capital Agency Corp.1		10,000		212,500
Realogy Holdings Corp.*,1		1,600		59,520
HCP, Inc.1		500		19,855
Total Financial				3,843,235

COMMUNICATIONS - 7.2%
zulily, Inc. — Class A*,2		6,689		253,446
Graham Holdings Co. — Class B1		357		249,754
AOL, Inc.*,1		5,504		247,404
CenturyLink, Inc.1		5,804		237,325
Facebook, Inc. — Class A*,1		3,000		237,120
Verizon Communications, Inc.1		4,700		234,953
Frontier Communications Corp.2		35,940		233,969
Yahoo!, Inc.*,1		5,600		228,200
Clear Channel Outdoor Holdings, Inc. — Class A1		33,090		223,027
Windstream Holdings, Inc.2		20,611		222,187
Liberty Ventures*,1		5,835		221,497
Pandora Media, Inc.*,1		8,606		207,921
Yelp, Inc. — Class A*,1		2,799		191,032
F5 Networks, Inc.*,1		1,271		150,919
Motorola Solutions, Inc.1		921		58,281
Rackspace Hosting, Inc.*,1		1,131		36,814
Total Communications				3,233,849

BASIC MATERIALS - 5.0%
Ashland, Inc.1		2,253		234,537
Reliance Steel & Aluminum Co.1		3,286		224,762
Alcoa, Inc.1		13,800		222,042
Compass Minerals International, Inc.1		2,627		221,404
Cabot Corp.1		4,306		218,616
Southern Copper Corp.1		7,300		216,445
Royal Gold, Inc.1		3,178		206,380
Tahoe Resources, Inc.*,1		9,917		201,315
Carpenter Technology Corp.1		4,400		198,660
Cliffs Natural Resources, Inc.2		16,696		173,304
United States Steel Corp.1		1,200		47,004
LyondellBasell Industries N.V. — Class A1		400		43,464
Newmont Mining Corp.1		1,087		25,055
Total Basic Materials				2,232,988

UTILITIES - 2.5%
Hawaiian Electric Industries, Inc.2		9,199		244,233
TECO Energy, Inc.1		12,995		225,853
Questar Corp.1		10,012		223,167
Pinnacle West Capital Corp.1		4,068		222,276
Public Service Enterprise Group, Inc.1		2,800		104,272
Consolidated Edison, Inc.1		1,492		84,537
Great Plains Energy, Inc.1		1,306		31,566
Total Utilities				1,135,904


SEE NOTES TO FINANCIAL STATEMENTS.	THE RYDEX FUNDS SEMI-ANNUAL REPORT \| 11

SCHEDULE OF INVESTMENTS (Unaudited)(continued)	September 30, 2014
LONG SHORT EQUITY FUND

	Shares		Value

ENERGY - 1.8%
CVR Energy, Inc.2		4,816	$	215,420
PBF Energy, Inc. — Class A1		8,535		204,840
Valero Energy Corp.1		4,400		203,588
Seadrill Ltd.		6,370		170,461
Total Energy				794,309

DIVERSIFIED - 0.5%
Liberty TripAdvisor Holdings, Inc. — Class A*,1		6,600		223,740

Total Common Stocks
(Cost $38,084,714)				38,190,877

MUTUAL FUNDS†,3 - 11.2%
Guggenheim Strategy Fund I		120,890		3,010,161
Guggenheim Strategy Fund II		80,854		2,013,266
Total Mutual Funds
(Cost $5,038,288)				5,023,427

	Face Amount

REPURCHASE AGREEMENTS††,4 - 3.0%
RBC Capital Markets issued 09/30/14 at (0.05)% due 10/01/14	$	602,608		602,608
Mizuho Financial Group, Inc. issued 09/30/14 at 0.01% due 10/01/14		352,352		352,352
UMB Financial Corp. issued 09/30/14 at 0.00% due 10/01/14		249,166		249,166
HSBC Group issued 09/30/14 at 0.00% due 10/01/14		155,478		155,478
Credit Suisse Group issued 09/30/14 at (0.05)% due 10/01/14		927		927
Total Repurchase Agreements
(Cost $1,360,531)				1,360,531

SECURITIES LENDING COLLATERAL††,5 - 3.0%
Repurchase Agreements
HSBC Securities, Inc. issued 09/30/14 at 0.00% due 10/01/14		1,179,403		1,179,403
BNP Paribas Securities Corp. issued 09/30/14 at 0.00% due 10/01/14		193,345		193,345
Total Securities Lending Collateral
(Cost $1,372,748)				1,372,748

Total Investments - 102.4%
(Cost $45,856,281)			$	45,947,583

	Shares

COMMON STOCKS SOLD SHORT† - (31.8)%
BASIC MATERIALS - (0.3)%
Domtar Corp.		190	(6,675	)
Freeport-McMoRan, Inc.		4,211	(137,489	)
Total Basic Materials			(144,164	)

UTILITIES - (0.5)%
Calpine Corp.*		4,940	(107,198	)
AES Corp.		7,980	(113,156	)
Total Utilities			(220,354	)

TECHNOLOGY - (1.2)%
Rovi Corp.*		380	(7,503	)
Solera Holdings, Inc.		1,830	(103,139	)
salesforce.com, Inc.*		1,889	(108,674	)
Oracle Corp.		2,853	(109,213	)
Nuance Communications, Inc.*		7,090	(109,292	)
Microsoft Corp.		2,462	(114,139	)
Total Technology			(551,960	)

COMMUNICATIONS - (1.8)%
Liberty Global plc — Class A*		1,325	(56,366	)
Liberty Global plc*		1,379	(56,559	)
Google, Inc. — Class C*		102	(58,891	)
Liberty Media Corp. — Class C*		1,870	(87,871	)
United States Cellular Corp.*		3,010	(106,795	)
T-Mobile US, Inc.*		3,810	(109,995	)
Sprint Corp.*		17,640	(111,837	)
SBA Communications Corp. — Class A*		1,020	(113,118	)
Walt Disney Co.		1,286	(114,493	)
Total Communications			(815,925	)

ENERGY - (2.7)%
Oasis Petroleum, Inc.*		870	(36,375	)
Peabody Energy Corp.		6,140	(76,013	)
Williams Companies, Inc.		1,821	(100,792	)
Continental Resources, Inc.*		1,528	(101,581	)
National Oilwell Varco, Inc.		1,402	(106,692	)
Dril-Quip, Inc.*		1,200	(107,280	)
Unit Corp.*		1,830	(107,330	)
FMC Technologies, Inc.*		2,013	(109,326	)
Concho Resources, Inc.*		872	(109,340	)
QEP Resources, Inc.		3,600	(110,808	)
Cheniere Energy, Inc.*		1,391	(111,322	)
Antero Resources Corp.*		2,047	(112,360	)
Total Energy			(1,189,219	)

CONSUMER, NON-CYCLICAL - (3.0)%
Avery Dennison Corp.		2,380	(106,267	)
Avon Products, Inc.		8,470	(106,722	)
Coty, Inc. — Class A		6,600	(109,230	)
Sprouts Farmers Market, Inc.*		3,780	(109,885	)
United Rentals, Inc.*		998	(110,878	)
Abbott Laboratories		2,721	(113,166	)


12 \| THE RYDEX FUNDS SEMI-ANNUAL REPORT	SEE NOTES TO FINANCIAL STATEMENTS.

SCHEDULE OF INVESTMENTS (Unaudited)(continued)	September 30, 2014
LONG SHORT EQUITY FUND

	Shares		Value

Moody’s Corp.		1,207	$	(114,062	)
Estee Lauder Companies, Inc. — Class A		1,549		(115,741	)
Procter & Gamble Co.		1,390		(116,399	)
Kimberly-Clark Corp.		1,086		(116,821	)
Colgate-Palmolive Co.		1,797		(117,200	)
Altria Group, Inc.		2,684		(123,303	)
Total Consumer, Non-cyclical				(1,359,674	)

CONSUMER, CYCLICAL - (4.8)%
Ross Stores, Inc.		310		(23,430	)
Rite Aid Corp.*		17,700		(85,668	)
Ascena Retail Group, Inc.*		6,758		(89,881	)
Kate Spade & Co.*		3,620		(94,953	)
CarMax, Inc.*		2,204		(102,376	)
The Gap, Inc.		2,617		(109,103	)
LKQ Corp.*		4,107		(109,205	)
Allison Transmission Holdings, Inc.		3,875		(110,399	)
Tiffany & Co.		1,148		(110,564	)
O’Reilly Automotive, Inc.*		744		(111,868	)
Advance Auto Parts, Inc.		859		(111,928	)
AutoZone, Inc.*		223		(113,654	)
TJX Companies, Inc.		1,923		(113,784	)
Lowe’s Companies, Inc.		2,185		(115,630	)
Genuine Parts Co.		1,330		(116,654	)
Bed Bath & Beyond, Inc.*		1,775		(116,848	)
Home Depot, Inc.		1,294		(118,712	)
Nu Skin Enterprises, Inc. — Class A		2,806		(126,354	)
DreamWorks Animation SKG, Inc. — Class A*		5,100		(139,077	)
Ulta Salon Cosmetics & Fragrance, Inc.*		1,192		(140,859	)
Total Consumer, Cyclical				(2,160,947	)

FINANCIAL - (8.2)%
Crown Castle International Corp.		260		(20,938	)
SunTrust Banks, Inc.		700		(26,621	)
BankUnited, Inc.		1,120		(34,149	)
General Growth Properties, Inc.		1,801		(42,414	)
Markel Corp.*		126		(80,155	)
People’s United Financial, Inc.		7,240		(104,763	)
Prologis, Inc.		2,864		(107,973	)
Ocwen Financial Corp.*		4,132		(108,176	)
AvalonBay Communities, Inc.		774		(109,111	)
PacWest Bancorp		2,650		(109,260	)
Popular, Inc.*		3,730		(109,793	)
CIT Group, Inc.		2,390		(109,844	)
Synovus Financial Corp.		4,660		(110,162	)
Genworth Financial, Inc. — Class A*		8,410		(110,171	)
Equity Residential		1,790		(110,228	)
Signature Bank*		990		(110,940	)
American Tower Corp. — Class A		1,188		(111,232	)
Public Storage		677		(112,274	)
Simon Property Group, Inc.		684		(112,463	)
Boston Properties, Inc.		973		(112,634	)
American International Group, Inc.		2,089		(112,848	)
SVB Financial Group*		1,010		(113,210	)
Loews Corp.		2,720		(113,315	)
MetLife, Inc.		2,116		(113,672	)
New York Community Bancorp, Inc.		7,164		(113,692	)
Visa, Inc. — Class A		535		(114,153	)
First Horizon National Corp.		9,300		(114,204	)
TFS Financial Corp.		8,000		(114,560	)
American Express Co.		1,310		(114,677	)
Zions Bancorporation		3,960		(115,078	)
Citigroup, Inc.		2,222		(115,144	)
ACE Ltd.		1,101		(115,461	)
Wells Fargo & Co.		2,242		(116,293	)
JPMorgan Chase & Co.		1,934		(116,504	)
Travelers Companies, Inc.		1,250		(117,425	)
Bank of America Corp.		6,991		(119,197	)
Total Financial				(3,692,734	)

INDUSTRIAL - (9.3)%
Thermo Fisher Scientific, Inc.		349		(42,473	)
Caterpillar, Inc.		831		(82,294	)
Xylem, Inc.		2,513		(89,186	)
Owens-Illinois, Inc.*		3,650		(95,083	)
Manitowoc Company, Inc.		4,110		(96,380	)
Trinity Industries, Inc.		2,180		(101,850	)
Colfax Corp.*		1,819		(103,628	)
Crown Holdings, Inc.*		2,330		(103,732	)
Greif, Inc. — Class A		2,380		(104,268	)
Jacobs Engineering Group, Inc.*		2,160		(105,451	)
USG Corp.*		3,860		(106,111	)
Packaging Corporation of America		1,670		(106,579	)
Rock-Tenn Co. — Class A		2,250		(107,055	)
Silgan Holdings, Inc.		2,290		(107,629	)
Fluor Corp.		1,617		(108,000	)
Lennox International, Inc.		1,410		(108,387	)
Flowserve Corp.		1,539		(108,531	)
Sealed Air Corp.		3,150		(109,872	)
Zebra Technologies Corp. — Class A*		1,550		(110,004	)
Sonoco Products Co.		2,800		(110,012	)
Bemis Company, Inc.		2,900		(110,258	)
AMETEK, Inc.		2,199		(110,412	)
AptarGroup, Inc.		1,820		(110,474	)
Ball Corp.		1,750		(110,722	)
Acuity Brands, Inc.		942		(110,883	)
Carlisle Companies, Inc.		1,380		(110,924	)
Snap-on, Inc.		926		(112,120	)
Wabtec Corp.		1,386		(112,321	)
Armstrong World Industries, Inc.*		2,007		(112,392	)
3M Co.		800		(113,344	)
Danaher Corp.		1,496		(113,666	)
General Electric Co.		4,448		(113,958	)
Agilent Technologies, Inc.		2,010		(114,530	)
Roper Industries, Inc.		785		(114,838	)
Masco Corp.		4,831		(115,558	)


SEE NOTES TO FINANCIAL STATEMENTS.	THE RYDEX FUNDS SEMI-ANNUAL REPORT \| 13

SCHEDULE OF INVESTMENTS (Unaudited)(concluded)	September 30, 2014
LONG SHORT EQUITY FUND

	Shares		Value

United Parcel Service, Inc. — Class B		1,186	$	(116,572	)
Middleby Corp.*		1,332		(117,389	)
FedEx Corp.		757		(122,218	)
Teekay Corp.		1,926		(127,806	)
Total Industrial				(4,176,910	)

Total Common Stock Sold Short
(Proceeds $14,476,013)				(14,311,887	)

Total Securities Sold Short - (31.8)%
(Proceeds $14,476,013)			$	(14,311,887	)
Other Assets & Liabilities, net - 29.4%				13,234,611
Total Net Assets - 100.0%			$	44,870,307

*	Non-income producing security.
†	Value determined based on Level 1 inputs — See Note 4.
††	Value determined based on Level 2 inputs — See Note 4.
1	All or a portion of this security is pledged as short security collateral at September 30, 2014.
2	All or portion of this security is on loan at September 30, 2014 — See Note 12.
3	Investment in a product that is managed by and/or pays a management fee to a party related to the Adviser — See Note 11.
4	Repurchase Agreements — See Note 5.
5	Securities lending collateral — See Note 12.
	plc — Public Limited Company


14 \| THE RYDEX FUNDS SEMI-ANNUAL REPORT	SEE NOTES TO FINANCIAL STATEMENTS.

LONG SHORT EQUITY FUND

STATEMENT OF ASSETS AND LIABILITIES (Unaudited)
September 30, 2014

Assets:
Investments, at value - including $1,533,820 of securities loaned (cost $43,123,002)	$	43,214,304
Repurchase agreements, at value (cost $2,733,279)		2,733,279
Total investments (cost $45,856,281)		45,947,583
Segregated cash with broker		14,993,884
Cash		1,387
Receivables:
Dividends		59,622
Fund shares sold		5,726
Securities lending income		4,124
Total assets		61,012,326

Liabilities:
Securities sold short, at value (proceeds $14,476,010)		14,311,887
Payable for:
Upon return of securities loaned		1,597,700
Fund shares redeemed		114,100
Management fees		33,023
Distribution and service fees		21,142
Transfer agent and administrative fees		9,173
Portfolio accounting fees		3,669
Miscellaneous		51,325
Total liabilities		16,142,019
Net assets	$	44,870,307

Net assets consist of:
Paid in capital	$	113,461,341
Accumulated net investment loss		(396,291	)
Accumulated net realized loss on investments		(68,450,168	)
Net unrealized appreciation on investments		255,425
Net assets	$	44,870,307

A-Class:
Net assets	$	5,361,106
Capital shares outstanding		366,313
Net asset value per share	$	14.64
Maximum offering price per share (Net asset value divided by 95.25%)	$	15.37

C-Class:
Net assets	$	19,604,394
Capital shares outstanding		1,472,908
Net asset value per share	$	13.31

H-Class:
Net assets	$	19,632,257
Capital shares outstanding		1,336,986
Net asset value per share	$	14.68

Institutional Class:
Net assets	$	272,550
Capital shares outstanding		18,391
Net asset value per share	$	14.82

STATEMENT OF OPERATIONS (Unaudited)
Period Ended September 30, 2014

Investment Income:
Dividends (net of foreign withholding tax of $367)	$	443,593
Income from securities lending, net		23,147
Interest		564
Total investment income		467,304

Expenses:
Management fees		229,280
Transfer agent and administrative fees		63,689
Distribution and service fees:
A-Class		7,845
C-Class		104,992
H-Class		29,461
Portfolio accounting fees		25,475
Short sales dividend expense		82,387
Prime broker interest expense		38,859
Custodian fees		3,373
Trustees’ fees*		2,315
Miscellaneous		37,817
Total expenses		625,493
Net investment loss		(158,189	)

Net Realized and Unrealized Gain (Loss):
Net realized gain (loss) on:
Investments		2,183,545
Futures contracts		(64,507	)
Securities sold short		(745,390	)
Net realized gain		1,373,648
Net change in unrealized appreciation (depreciation) on:
Investments		(3,147,187	)
Securities sold short		418,548
Net change in unrealized appreciation (depreciation)		(2,728,639	)
Net realized and unrealized loss		(1,354,991	)
Net decrease in net assets resulting from operations	$	(1,513,180	)

*	Relates to Trustees not deemed "interested persons" within the meaning of Section 2(a)(19) of the 1940 Act.


SEE NOTES TO FINANCIAL STATEMENTS.	THE RYDEX FUNDS SEMI-ANNUAL REPORT \| 15

LONG SHORT EQUITY FUND

STATEMENTS OF CHANGES IN NET ASSETS
	Period Ended September 30, 2014 (Unaudited)			Year Ended March 31, 2014
Increase (Decrease) in Net Assets from Operations:
Net investment loss	$	(158,189	)	$	(773,445	)
Net realized gain on investments		1,373,648			7,362,587
Net change in unrealized appreciation (depreciation) on investments		(2,728,639	)		(488,800	)
Net increase (decrease) in net assets resulting from operations		(1,513,180	)		6,100,342

Capital share transactions:
Proceeds from sale of shares
A-Class		919,853			4,913,621
C-Class		364,288			1,459,676
H-Class		1,685,847			16,322,796
Institutional Class		268,538			1,001
Cost of shares redeemed
A-Class		(2,947,763	)		(11,324,362	)
C-Class		(2,430,623	)		(5,045,687	)
H-Class		(10,679,265	)		(16,148,434	)
Institutional Class		(2,655	)		(1,055	)
Net decrease from capital share transactions		(12,821,780	)		(9,822,444	)
Net decrease in net assets		(14,334,960	)		(3,722,102	)

Net assets:
Beginning of period		59,205,267			62,927,369
End of period	$	44,870,307		$	59,205,267
Accumulated net investment loss at end of period	$	(396,291	)	$	(238,102	)

Capital share activity:
Shares sold
A-Class		61,795			345,762
C-Class		26,855			110,051
H-Class		112,719			1,125,572
Institutional Class		17,759			69
Shares redeemed
A-Class		(196,646	)		(816,705	)
C-Class		(179,055	)		(384,136	)
H-Class		(712,868	)		(1,129,156	)
Institutional Class		(176	)		(69	)
Net decrease in shares		(869,617	)		(748,612	)


16 \| THE RYDEX FUNDS SEMI-ANNUAL REPORT	SEE NOTES TO FINANCIAL STATEMENTS.

LONG SHORT EQUITY FUND

FINANCIAL HIGHLIGHTS

This table is presented to show selected data for a share outstanding throughout each period and to assist shareholders in evaluating a Fund’s performance for the periods presented.

A-Class	Period Ended September 30, 2014^a			Year Ended March 31, 2014			Year Ended March 28, 2013			Year Ended March 31, 2012			Year Ended March 31, 2011			Year Ended March 31, 2010
Per Share Data
Net asset value, beginning of period	$	15.07		$	13.48		$	13.28		$	14.28		$	12.59		$	8.62
Income (loss) from investment operations:
Net investment income (loss)^b		(.02	)		(.13	)		(.05	)		.03			(.04	)		(.07	)
Net gain (loss) on investments (realized and unrealized)		(.41	)		1.72			.30			(1.03	)		1.73			4.04
Total from investment operations		(.43	)		1.59			.25			(1.00	)		1.69			3.97
Less distributions from:
Net investment income		—			—			(.05	)		—			—			—
Total distributions		—			—			(.05	)		—			—			—
Redemption fees collected		—			—			—			—			—	^c		—	^c
Net asset value, end of period	$	14.64		$	15.07		$	13.48		$	13.28		$	14.28		$	12.59

Total Return^d		(2.85	%)		11.80	%		1.89	%		(7.00	%)		13.42	%		46.06	%
Ratios/Supplemental Data
Net assets, end of period (in thousands)	$	5,361		$	7,552		$	13,106		$	16,510		$	25,447		$	36,231
Ratios to average net assets:
Net investment income (loss)		(0.33	%)		(0.91	%)		(0.35	%)		0.21	%		(0.33	%)		(0.62	%)
Total expenses^f		2.15	%		2.34	%		1.92	%		1.66	%		1.71	%		1.68	%
Portfolio turnover rate		188	%		256	%		183	%		190	%		231	%		375	%

C-Class	Period Ended September 30, 2014^a			Year Ended March 31, 2014			Year Ended March 28, 2013			Year Ended March 31, 2012			Year Ended March 31, 2011			Year Ended March 31, 2010
Per Share Data
Net asset value, beginning of period	$	13.76		$	12.40		$	12.31		$	13.33		$	11.85		$	8.17
Income (loss) from investment operations:
Net investment income (loss)^b		(.07	)		(.24	)		(.14	)		(.07	)		(.13	)		(.14	)
Net gain (loss) on investments (realized and unrealized)		(.38	)		1.60			.28			(.95	)		1.61			3.82
Total from investment operations		(.45	)		1.36			.14			(1.02	)		1.48			3.68
Less distributions from:
Net investment income		—			—			(.05	)		—			—			—
Total distributions		—			—			(.05	)		—			—			—
Redemption fees collected		—			—			—			—			—	^c		—	^c
Net asset value, end of period	$	13.31		$	13.76		$	12.40		$	12.31		$	13.33		$	11.85

Total Return^d		(3.27	%)		10.97	%		1.14	%		(7.65	%)		12.49	%		45.04	%
Ratios/Supplemental Data
Net assets, end of period (in thousands)	$	19,604		$	22,354		$	23,554		$	32,503		$	50,381		$	64,918
Ratios to average net assets:
Net investment income (loss)		(1.05	%)		(1.79	%)		(1.12	%)		(0.54	%)		(1.08	%)		(1.37	%)
Total expenses^f		2.90	%		3.11	%		2.69	%		2.41	%		2.46	%		2.43	%
Portfolio turnover rate		188	%		256	%		183	%		190	%		231	%		375	%


SEE NOTES TO FINANCIAL STATEMENTS.	THE RYDEX FUNDS SEMI-ANNUAL REPORT \| 17

LONG SHORT EQUITY FUND

FINANCIAL HIGHLIGHTS (continued)

This table is presented to show selected data for a share outstanding throughout each period and to assist shareholders in evaluating a Fund’s performance for the periods presented.

H-Class	Period Ended September 30, 2014^a			Year Ended March 31, 2014			Year Ended March 28, 2013			Year Ended March 31, 2012			Year Ended March 31, 2011			Year Ended March 31, 2010
Per Share Data
Net asset value, beginning of period	$	15.12		$	13.53		$	13.33		$	14.32		$	12.63		$	8.65
Income (loss) from investment operations:
Net investment income (loss)^b		(.02	)		(.16	)		(.04	)		.03			(.04	)		(.07	)
Net gain (loss) on investments (realized and unrealized)		(.42	)		1.75			.29			(1.02	)		1.73			4.05
Total from investment operations		(.44	)		1.59			.25			(.99	)		1.69			3.98
Less distributions from:
Net investment income		—			—			(.05	)		—			—			—
Total distributions		—			—			(.05	)		—			—			—
Redemption fees collected		—			—			—			—			—	^c		—	^c
Net asset value, end of period	$	14.68		$	15.12		$	13.53		$	13.33		$	14.32		$	12.63

Total Return^d		(2.91	%)		11.75	%		1.88	%		(6.91	%)		13.38	%		46.01	%
Ratios/Supplemental Data
Net assets, end of period (in thousands)	$	19,632		$	29,287		$	26,257		$	54,589		$	87,212		$	99,418
Ratios to average net assets:
Net investment income (loss)		(0.33	%)		(1.07	%)		(0.29	%)		0.20	%		(0.31	%)		(0.63	%)
Total expenses^f		2.14	%		2.36	%		1.88	%		1.66	%		1.70	%		1.68	%
Portfolio turnover rate		188	%		256	%		183	%		190	%		231	%		375	%


18 \| THE RYDEX FUNDS SEMI-ANNUAL REPORT	SEE NOTES TO FINANCIAL STATEMENTS.

LONG SHORT EQUITY FUND

FINANCIAL HIGHLIGHTS (concluded)

This table is presented to show selected data for a share outstanding throughout each period and to assist shareholders in evaluating a Fund’s performance for the periods presented.

Institutional Class	Period Ended September 30, 2014^a			Year Ended March 31, 2014			Year Ended March 28, 2013			Period Ended March 31, 2012^e
Per Share Data
Net asset value, beginning of period	$	15.24		$	13.60		$	13.33		$	12.39
Income (loss) from investment operations:
Net investment income (loss)^b		.02			(.12	)		(.02	)		.06
Net gain (loss) on investments (realized and unrealized)		(.44	)		1.76			.31			.88
Total from investment operations		(.42	)		1.64			.29			.94
Less distributions from:
Net investment income		—			—			(.02	)		—
Total distributions		—			—			(.02	)		—
Net asset value, end of period	$	14.82		$	15.24		$	13.60		$	13.33

Total Return^d		(2.76	%)		12.06	%		2.15	%		7.59	%
Ratios/Supplemental Data
Net assets, end of period (in thousands)	$	273		$	12		$	11		$	11
Ratios to average net assets:
Net investment income (loss)		0.31	%		(0.82	%)		(0.17	%)		1.29	%
Total expenses^f		1.97	%		2.11	%		1.72	%		1.36	%
Portfolio turnover rate		188	%		256	%		183	%		190	%

^a	Unaudited figures for the period ended September 30, 2014. Percentage amounts for the period, except total return and portfolio turnover rate, have been annualized.
^b	Net investment income (loss) per share was computed using average shares outstanding throughout the period.
^c	Redemption fees collected are less than $0.01 per share.
^d	Total return does not reflect the impact of any applicable sales charges and has not been annualized.
^e	Since commencement of operations: November 30, 2011. Percentage amounts for the period, except total return and portfolio turnover rate, have been annualized.
^f	Excluding interest and dividend expense related to short sales, the operating ratios for the years or periods presented would be:

	9/30/14	3/31/14	3/28/13	3/31/12	3/31/11	3/31/10
A-Class	1.67%	1.68%	1.65%	1.66%	1.69%	1.68%
C-Class	2.42%	2.42%	2.40%	2.41%	2.44%	2.43%
H-Class	1.67%	1.67%	1.65%	1.66%	1.69%	1.68%
Institutional Class	1.43%	1.42%	1.41%	N/A	N/A	N/A


SEE NOTES TO FINANCIAL STATEMENTS.	THE RYDEX FUNDS SEMI-ANNUAL REPORT \| 19

FUND PROFILE (Unaudited)

September 30, 2014

EVENT DRIVEN AND DISTRESSED STRATEGIES FUND

OBJECTIVE: Seeks to achieve capital growth.

Holdings Diversification (Market Exposure as % of Net Assets)

“Holdings Diversification (Market Exposure as % of Net Assets)” excludes any temporary cash investments.

Inception Dates:
A-Class	June 30, 2010
C-Class	June 30, 2010
H-Class	June 30, 2010
Institutional Class	June 30, 2010

The fund invests principally in derivative investments such as swap agreements and futures contracts.


20 \| THE RYDEX FUNDS SEMI-ANNUAL REPORT

SCHEDULE OF INVESTMENTS (Unaudited)	September 30, 2014
EVENT DRIVEN AND DISTRESSED STRATEGIES FUND

	Shares		Value

EXCHANGE-TRADED FUNDS - 1.3%
iShares iBoxx $ High Yield Corporate Bond ETF1		1,700	$	156,315
Total Exchange-Traded Funds
(Cost $160,123)				156,315

MUTUAL FUNDS†,2 - 49.4%
Guggenheim Strategy Fund II		120,967		3,012,073
Guggenheim Strategy Fund I		120,722		3,007,197
Total Mutual Funds
(Cost $6,034,745)				6,019,270

	Face Amount

REPURCHASE AGREEMENTS††,3 - 33.6%
RBC Capital Markets issued 09/30/14 at (0.05)% due 10/01/14	$	1,636,048		1,636,048
Mizuho Financial Group, Inc. issued 09/30/14 at 0.01% due 10/01/14		956,615		956,615
UMB Financial Corp. issued 09/30/14 at 0.00% due 10/01/14		676,473		676,473
HSBC Group issued 09/30/14 at 0.00% due 10/01/14		422,114		422,114
Credit Suisse Group issued 09/30/14 at (0.05)% due 10/01/144		402,517		402,517
Total Repurchase Agreements
(Cost $4,093,767)				4,093,767

SECURITIES LENDING COLLATERAL††,5 - 1.1%
Repurchase Agreements
HSBC Securities, Inc. issued 09/30/14 at 0.00% due 10/01/14		111,023		111,023
BNP Paribas Securities Corp. issued 09/30/14 at 0.00% due 10/01/14		18,201		18,201
Total Securities Lending Collateral
(Cost $129,224)				129,224

Total Investments - 85.4%
(Cost $10,417,859)			$	10,398,576
Other Assets & Liabilities, net - 14.6%				1,781,706
Total Net Assets - 100.0%			$	12,180,282


	Contracts		Unrealized Loss

INTEREST RATE FUTURES CONTRACTS PURCHASED†
December 2014 U.S. Treasury 5 Year Note Futures Contracts (Aggregate Value of Contracts $4,731,250)		40	$	(11,405	)

EQUITY FUTURES CONTRACTS PURCHASED†
December 2014 Russell 2000 Index Mini Futures Contracts (Aggregate Value of Contracts $1,096,000)		10	$	(63,191	)

	Units

OTC EQUITY INDEX SWAP AGREEMENTS††
Credit Suisse International, LLC December 2014 Credit Suisse Illiquidity Premium Liquid Index Swap, Terminating 12/19/147 (Notional Value $7,905,470)		6,522	$	(3,317	)
Credit Suisse International, LLC December 2014 Credit Suisse Merger Arbitrage Liquid Index Swap, Terminating 12/19/148 (Notional Value $5,749,427)		5,199		(79,732	)
(Total Notional Value $13,654,897)			$	(83,049	)


SEE NOTES TO FINANCIAL STATEMENTS.	THE RYDEX FUNDS SEMI-ANNUAL REPORT \| 21

SCHEDULE OF INVESTMENTS (Unaudited)(concluded)	September 30, 2014
EVENT DRIVEN AND DISTRESSED STRATEGIES FUND

CENTRALLY CLEARED CREDIT DEFAULT SWAP AGREEMENTS PROTECTION SOLD††,6
Index	Counterparty	Protection Premium Rate		Maturity Date	Notional Principal		Notional Value			Upfront Premiums Paid		Unrealized Depreciation
CDX.HY-22 Index	Goldman Sachs International		5.00%	06/20/19		$891,000		$(938,920	)		$57,499		$(3,357	)
CDX HY-22 Index	Barclays Bank plc		5.00%	06/20/19		5,049,000		(5,320,545	)		323,474		(16,668	)

†	Value determined based on Level 1 inputs — See Note 4.
††	Value determined based on Level 2 inputs — See Note 4.
1	All or portion of this security is on loan at September 30, 2014 — See Note 12.
2	Investment in a product that is managed by and/or pays a management fee to a party related to the Adviser — See Note 11.
3	Repurchase Agreements — See Note 5.
4	All or a portion of this security is pledged as short security collateral at September 30, 2014.
5	Securities lending collateral — See Note 12.
6	Credit Default Swaps — See Note 6.
7	Total Return based on Credit Suisse Illiquidity Premium Liquid Index +/- financing at a variable rate.
8	Total Return based on Credit Suisse Merger Arbitrage Liquid Index +/- financing at a variable rate.
	plc — Public Limited Company


22 \| THE RYDEX FUNDS SEMI-ANNUAL REPORT	SEE NOTES TO FINANCIAL STATEMENTS.

EVENT DRIVEN AND DISTRESSED STRATEGIES FUND

STATEMENT OF ASSETS AND LIABILITIES (Unaudited)
September 30, 2014

Assets:
Investments, at value - including $147,120 of securities loaned (cost $6,194,868)	$	6,175,585
Repurchase agreements, at value (cost $4,222,991)		4,222,991
Total investments (cost $10,417,859)		10,398,576
Segregated cash with broker		1,725,392
Unamortized upfront premiums paid on credit default swaps		380,973
Receivables:
Interest		7,423
Dividends		6,211
Investment adviser		1,203
Securities lending income		180
Fund shares sold		149
Total assets		12,520,107

Liabilities:
Unrealized depreciation on swap agreements		103,074
Payable for:
Due to broker		23,719
Upon return of securities loaned		150,400
Variation margin		17,138
Management fees		8,877
Distribution and service fees		2,600
Transfer agent and administrative fees		2,466
Portfolio accounting fees		986
Miscellaneous		30,565
Total liabilities		339,825
Net assets	$	12,180,282

Net assets consist of:
Paid in capital	$	12,130,035
Accumulated net investment loss		(62,975	)
Accumulated net realized gain on investments		310,175
Net unrealized depreciation on investments		(196,953	)
Net assets	$	12,180,282

A-Class:
Net assets	$	2,312,307
Capital shares outstanding		83,647
Net asset value per share	$	27.64
Maximum offering price per share (Net asset value divided by 95.25%)	$	29.02

C-Class:
Net assets	$	1,355,913
Capital shares outstanding		50,827
Net asset value per share	$	26.68

H-Class:
Net assets	$	5,176,713
Capital shares outstanding		187,256
Net asset value per share	$	27.65

Institutional Class:
Net assets	$	3,335,349
Capital shares outstanding		119,296
Net asset value per share	$	27.96

STATEMENT OF OPERATIONS (Unaudited)
Period Ended September 30, 2014

Investment Income:
Dividends	$	47,527
Income from securities lending, net		901
Interest		410
Total investment income		48,838

Expenses:
Management fees		62,132
Transfer agent and administrative fees		17,259
Distribution and service fees:
A-Class		5,219
C-Class		6,700
H-Class		7,945
Portfolio accounting fees		6,903
Licensing fees		24,162
Custodian fees		806
Trustees’ fees*		533
Miscellaneous		9,993
Total expenses		141,652
Less:
Expenses waived by Adviser		(7,904	)
Net expenses		133,748
Net investment loss		(84,910	)

Net Realized and Unrealized Gain (Loss):
Net realized gain (loss) on:
Investments		(2,853	)
Swap agreements		(149,528	)
Futures contracts		(26,696	)
Net realized loss		(179,077	)
Net change in unrealized appreciation (depreciation) on:
Investments		(19,283	)
Swap agreements		(77,966	)
Futures contracts		(3,801	)
Net change in unrealized appreciation (depreciation)		(101,050	)
Net realized and unrealized loss		(280,127	)
Net decrease in net assets resulting from operations	$	(365,037	)

*	Relates to Trustees not deemed "interested persons" within the meaning of Section 2(a)(19) of the 1940 Act.


SEE NOTES TO FINANCIAL STATEMENTS.	THE RYDEX FUNDS SEMI-ANNUAL REPORT \| 23

EVENT DRIVEN AND DISTRESSED STRATEGIES FUND

STATEMENTS OF CHANGES IN NET ASSETS
	Period Ended September 30, 2014 (Unaudited)			Year Ended March 31, 2014
Increase (Decrease) in Net Assets from Operations:
Net investment loss	$	(84,910	)	$	(198,852	)
Net realized gain (loss) on investments		(179,077	)		1,377,099
Net change in unrealized appreciation (depreciation) on investments		(101,050	)		(170,825	)
Net increase (decrease) in net assets resulting from operations		(365,037	)		1,007,422

Distributions to shareholders from:
Net realized gains
A-Class		—			(170,099	)
C-Class		—			(44,651	)
H-Class		—			(394,614	)
Institutional Class		—			(60,484	)
Total distributions to shareholders		—			(669,848	)

Capital share transactions:
Proceeds from sale of shares
A-Class		1,923,349			3,375,449
C-Class		477,858			843,617
H-Class		1,773,889			2,523,264
Institutional Class		2,561,454			256,708
Distributions reinvested
A-Class		—			163,722
C-Class		—			44,596
H-Class		—			389,688
Institutional Class		—			59,898
Cost of shares redeemed
A-Class		(3,819,901	)		(1,418,770	)
C-Class		(332,856	)		(690,580	)
H-Class		(3,247,296	)		(2,423,769	)
Institutional Class		(132,173	)		(263,890	)
Net increase (decrease) from capital share transactions		(795,676	)		2,859,933
Net increase (decrease) in net assets		(1,160,713	)		3,197,507

Net assets:
Beginning of period		13,340,995			10,143,488
End of period	$	12,180,282		$	13,340,995
Accumulated net investment loss/Undistributed net investment income at end of period	$	(62,975	)	$	21,935

Capital share activity:
Shares sold
A-Class		67,883			119,577
C-Class		17,534			30,556
H-Class		62,907			89,167
Institutional Class		89,956			8,974
Shares issued from reinvestment of distributions
A-Class		—			5,879
C-Class		—			1,649
H-Class		—			13,992
Institutional Class		—			2,130
Shares redeemed
A-Class		(135,639	)		(49,520	)
C-Class		(12,221	)		(25,215	)
H-Class		(115,216	)		(86,131	)
Institutional Class		(4,633	)		(9,210	)
Net increase (decrease) in shares		(29,429	)		101,848


24 \| THE RYDEX FUNDS SEMI-ANNUAL REPORT	SEE NOTES TO FINANCIAL STATEMENTS.

EVENT DRIVEN AND DISTRESSED STRATEGIES FUND

FINANCIAL HIGHLIGHTS

This table is presented to show selected data for a share outstanding throughout each period and to assist shareholders in evaluating a Fund’s performance for the periods presented.

A-Class	Period Ended September 30, 2014^a			Year Ended March 31, 2014			Year Ended March 28, 2013			Year Ended March 31, 2012			Period Ended March 31, 2011^b
Per Share Data
Net asset value, beginning of period	$	28.42		$	27.56		$	25.37		$	26.86		$	25.00
Income (loss) from investment operations:
Net investment income (loss)^c		(.17	)		(.49	)		(.21	)		(.37	)		(.33	)
Net gain (loss) on investments (realized and unrealized)		(.61	)		3.09			2.40			(.36	)		4.27
Total from investment operations		(.78	)		2.60			2.19			(.73	)		3.94
Less distributions from:
Net realized gains		—			(1.74	)		—			(.76	)		(2.08	)
Total distributions		—			(1.74	)		—			(.76	)		(2.08	)
Net asset value, end of period	$	27.64		$	28.42		$	27.56		$	25.37		$	26.86

Total Return^d		(2.74	%)		9.58	%		8.63	%		(2.60	%)		16.24	%
Ratios/Supplemental Data
Net assets, end of period (in thousands)	$	2,312		$	4,303		$	2,080		$	2,595		$	11,591
Ratios to average net assets:
Net investment income (loss)		(1.20	%)		(1.73	%)		(0.80	%)		(1.43	%)		(1.65	%)
Total expenses^e		2.01	%		2.02	%		2.03	%		1.93	%		2.03	%
Net expenses^f		1.90	%		1.90	%		1.91	%		1.85	%		1.89	%
Portfolio turnover rate		20	%		161	%		228	%		513	%		—

C-Class	Period Ended September 30, 2014^a			Year Ended March 31, 2014			Year Ended March 28, 2013			Year Ended March 31, 2012			Period Ended March 31, 2011^b
Per Share Data
Net asset value, beginning of period	$	27.53		$	26.95		$	24.99		$	26.67		$	25.00
Income (loss) from investment operations:
Net investment income (loss)^c		(.27	)		(.67	)		(.43	)		(.52	)		(.48	)
Net gain (loss) on investments (realized and unrealized)		(.58	)		2.99			2.39			(.40	)		4.23
Total from investment operations		(.85	)		2.32			1.96			(.92	)		3.75
Less distributions from:
Net realized gains		—			(1.74	)		—			(.76	)		(2.08	)
Total distributions		—			(1.74	)		—			(.76	)		(2.08	)
Net asset value, end of period	$	26.68		$	27.53		$	26.95		$	24.99		$	26.67

Total Return^d		(3.09	%)		8.74	%		7.89	%		(3.38	%)		15.46	%
Ratios/Supplemental Data
Net assets, end of period (in thousands)	$	1,356		$	1,253		$	1,038		$	1,022		$	1,363
Ratios to average net assets:
Net investment income (loss)		(1.94	%)		(2.45	%)		(1.67	%)		(2.04	%)		(2.42	%)
Total expenses^e		2.76	%		2.77	%		2.79	%		2.66	%		2.79	%
Net expenses^f		2.65	%		2.65	%		2.66	%		2.60	%		2.65	%
Portfolio turnover rate		20	%		161	%		228	%		513	%		—


SEE NOTES TO FINANCIAL STATEMENTS.	THE RYDEX FUNDS SEMI-ANNUAL REPORT \| 25

EVENT DRIVEN AND DISTRESSED STRATEGIES FUND

FINANCIAL HIGHLIGHTS (continued)

This table is presented to show selected data for a share outstanding throughout each period and to assist shareholders in evaluating a Fund’s performance for the periods presented.

H-Class	Period Ended September 30, 2014^a			Year Ended March 31, 2014			Year Ended March 28, 2013			Year Ended March 31, 2012			Period Ended March 31, 2011^b
Per Share Data
Net asset value, beginning of period	$	28.42		$	27.57		$	25.37		$	26.86		$	25.00
Income (loss) from investment operations:
Net investment income (loss)^c		(.17	)		(.49	)		(.23	)		(.34	)		(.33	)
Net gain (loss) on investments (realized and unrealized)		(.60	)		3.08			2.43			(.39	)		4.27
Total from investment operations		(.77	)		2.59			2.20			(.73	)		3.94
Less distributions from:
Net realized gains		—			(1.74	)		—			(.76	)		(2.08	)
Total distributions		—			(1.74	)		—			(.76	)		(2.08	)
Net asset value, end of period	$	27.65		$	28.42		$	27.57		$	25.37		$	26.86

Total Return^d		(2.71	%)		9.54	%		8.67	%		(2.60	%)		16.24	%
Ratios/Supplemental Data
Net assets, end of period (in thousands)	$	5,177		$	6,809		$	6,134		$	6,183		$	8,886
Ratios to average net assets:
Net investment income (loss)		(1.19	%)		(1.72	%)		(0.88	%)		(1.33	%)		(1.67	%)
Total expenses^e		2.01	%		2.02	%		2.03	%		1.91	%		2.04	%
Net expenses^f		1.90	%		1.90	%		1.91	%		1.85	%		1.90	%
Portfolio turnover rate		20	%		161	%		228	%		513	%		—


26 \| THE RYDEX FUNDS SEMI-ANNUAL REPORT	SEE NOTES TO FINANCIAL STATEMENTS.

EVENT DRIVEN AND DISTRESSED STRATEGIES FUND

FINANCIAL HIGHLIGHTS (concluded)

This table is presented to show selected data for a share outstanding throughout each period and to assist shareholders in evaluating a Fund’s performance for the periods presented.

Institutional Class	Period Ended September 30, 2014^a			Year Ended March 31, 2014			Year Ended March 28, 2013			Year Ended March 31, 2012			Period Ended March 31, 2011^b
Per Share Data
Net asset value, beginning of period	$	28.71		$	27.76		$	25.49		$	26.91		$	25.00
Income (loss) from investment operations:
Net investment income (loss)^c		(.13	)		(.42	)		(.19	)		(.23	)		(.27	)
Net gain (loss) on investments (realized and unrealized)		(.62	)		3.11			2.46			(.43	)		4.26
Total from investment operations		(.75	)		2.69			2.27			(.66	)		3.99
Less distributions from:
Net realized gains		—			(1.74	)		—			(.76	)		(2.08	)
Total distributions		—			(1.74	)		—			(.76	)		(2.08	)
Net asset value, end of period	$	27.96		$	28.71		$	27.76		$	25.49		$	26.91

Total Return^d		(2.61	%)		9.84	%		8.91	%		(2.34	%)		16.45	%
Ratios/Supplemental Data
Net assets, end of period (in thousands)	$	3,335		$	975		$	891		$	329		$	59
Ratios to average net assets:
Net investment income (loss)		(0.91	%)		(1.46	%)		(0.70	%)		(0.90	%)		(1.42	%)
Total expenses^e		1.77	%		1.77	%		1.80	%		1.61	%		1.79	%
Net expenses^f		1.65	%		1.65	%		1.67	%		1.58	%		1.65	%
Portfolio turnover rate		20	%		161	%		228	%		513	%		—

^a	Unaudited figures for the period ended September 30, 2014. Percentage amounts for the period, except total return and portfolio turnover rate, have been annualized.
^b	Since commencement of operations: June 30, 2010. Percentage amounts for the period, except total return and portfolio turnover rate, have been annualized.
^c	Net investment income (loss) per share was computed using average shares outstanding throughout the period.
^d	Total return does not reflect the impact of any applicable sales charges and has not been annualized.
^e	Does not include expenses of the underlying funds in which the Fund invests.
^f	Net expense information reflects the expense ratios after expense waivers.


SEE NOTES TO FINANCIAL STATEMENTS.	THE RYDEX FUNDS SEMI-ANNUAL REPORT \| 27

FUND PROFILE (Unaudited)

September 30, 2014

EMERGING MARKETS 2x STRATEGY FUND

OBJECTIVE: Seeks to provide investment results that correlate, before fees and expenses, to the performance of a specific benchmark on a daily basis. The Fund’s current benchmark is 200% of the performance of the BNY Mellon Emerging Markets 50 ADR Index (the “underlying index”). The Fund does not seek to achieve its investment objective over a period of time greater than one day.

Holdings Diversification (Market Exposure as % of Net Assets)

“Holdings Diversification (Market Exposure as % of Net Assets)” excludes any temporary cash investments.

Inception Dates:
A-Class	October 29, 2010
C-Class	October 29, 2010
H-Class	October 29, 2010

Ten Largest Holdings (% of Total Net Assets)
Taiwan Semiconductor Manufacturing Co., Ltd. ADR	6.6%
China Mobile Ltd. ADR	5.6%
Baidu, Inc. ADR	5.3%
America Movil SAB de CV ADR	4.1%
Itau Unibanco Holding S.A. ADR	3.4%
Petroleo Brasileiro S.A. ADR	2.7%
Banco Bradesco S.A. ADR	2.6%
AMBEV S.A. ADR	2.6%
Infosys Ltd. ADR	2.6%
CNOOC Ltd. ADR	2.4%
Top Ten Total	37.9%

“Ten Largest Holdings” exclude any temporary cash or derivative investments.

COUNTRY DIVERSIFICATION

At September 30, 2014, the investment diversification of the Fund by country was as follows:

Country	% of Common Stocks	Value
Brazil	25%	$10,281,794
Hong Kong	11%	4,406,085
Taiwan, Province of China	10%	4,218,792
Mexico	10%	4,007,790
Republic of Korea	10%	4,001,622
Cayman Islands	9%	3,528,699
China	9%	3,525,915
Other	16%	7,190,821
Total Common Stocks	100%	$41,161,518


28 \| THE RYDEX FUNDS SEMI-ANNUAL REPORT

SCHEDULE OF INVESTMENTS (Unaudited)	September 30, 2014
EMERGING MARKETS 2x STRATEGY FUND

	Shares		Value

COMMON STOCKS† - 81.0%

COMMUNICATIONS - 23.9%
China Mobile Ltd. ADR		48,683	$	2,860,126
Baidu, Inc. ADR*		12,253		2,673,972
America Movil SAB de CV ADR		83,190		2,096,388
Grupo Televisa SAB ADR		19,394		657,069
Telekomunikasi Indonesia Persero Tbk PT ADR		11,077		532,804
Chunghwa Telecom Company Ltd. ADR		17,050		510,989
SK Telecom Company Ltd. ADR		15,971		484,560
China Telecom Corp., Ltd. ADR		6,224		382,340
Mobile Telesystems OJSC ADR		22,707		339,243
Ctrip.com International Ltd. ADR*		5,805		329,492
China Unicom Hong Kong Ltd. ADR		20,101		302,118
NetEase, Inc. ADR		3,289		281,736
Qihoo 360 Technology Company Ltd. ADR*		3,609		243,499
Telefonica Brasil S.A. ADR		11,680		229,862
Philippine Long Distance Telephone Co. ADR		3,270		225,565
Total Communications				12,149,763

FINANCIAL - 14.4%
Itau Unibanco Holding S.A. ADR		123,826		1,718,705
Banco Bradesco S.A. ADR		94,351		1,344,502
Shinhan Financial Group Company Ltd. ADR		21,270		966,934
China Life Insurance Company Ltd. ADR		22,250		927,825
HDFC Bank Ltd. ADR		17,472		813,846
KB Financial Group, Inc. ADR		17,328		627,620
ICICI Bank Ltd. ADR		12,619		619,593
Bancolombia S.A. ADR		5,070		287,570
Total Financial				7,306,595

ENERGY - 12.7%
Petroleo Brasileiro S.A. ADR		91,710		1,365,562
CNOOC Ltd. ADR		7,209		1,243,841
PetroChina Company Ltd. ADR1		9,463		1,216,090
China Petroleum & Chemical Corp. ADR		11,443		999,660
Petroleo Brasileiro S.A. ADR		66,761		947,338
Ecopetrol S.A. ADR1		11,065		346,003
YPF S.A. ADR		8,644		319,742
Total Energy				6,438,236

TECHNOLOGY - 10.5%
Taiwan Semiconductor Manufacturing Co., Ltd. ADR		167,436		3,378,858
Infosys Ltd. ADR		21,619		1,307,733
Advanced Semiconductor Engineering, Inc. ADR		55,659		328,945
Wipro Ltd. ADR		26,336		320,246
Total Technology				5,335,782

BASIC MATERIALS - 9.0%
Sasol Ltd. ADR		22,435		1,222,483
POSCO ADR		14,390		1,092,201
Vale S.A. ADR		90,920		882,833
Vale S.A. ADR1		66,376		730,800
Ultrapar Participacoes S.A. ADR		19,465		411,101
AngloGold Ashanti Ltd. ADR		18,034		216,408
Total Basic Materials				4,555,826

CONSUMER, NON-CYCLICAL - 5.7%
AMBEV S.A. ADR		204,137		1,337,096
BRF S.A. ADR		29,740		707,515
Fomento Economico Mexicano SAB de CV ADR		5,913		544,292
Cia Brasileira de Distribuicao ADR		7,411		323,194
Total Consumer, Non-cyclical				2,912,097

INDUSTRIAL - 2.6%
Cemex SAB de CV ADR*		54,451		710,041
LG Display Company Ltd. ADR		19,900		313,425
Embraer S.A. ADR		7,223		283,286
Total Industrial				1,306,752

UTILITIES - 1.5%
Korea Electric Power Corp. ADR		23,034		516,882
Enersis S.A. ADR		17,175		271,022
Total Utilities				787,904

CONSUMER, CYCLICAL - 0.7%
Tata Motors Ltd. ADR		8,432		368,563

Total Common Stocks
(Cost $41,322,250)				41,161,518

	Face Amount

REPURCHASE AGREEMENTS††,2 - 5.1%
Credit Suisse Group issued 09/30/14 at (0.05)% due 10/01/143	$	1,001,090		1,001,090
RBC Capital Markets issued 09/30/14 at (0.05)% due 10/01/143		708,451		708,451
Mizuho Financial Group, Inc. issued 09/30/14 at 0.01% due 10/01/14		414,239		414,239
UMB Financial Corp. issued 09/30/14 at 0.00% due 10/01/14		292,931		292,931
HSBC Group issued 09/30/14 at 0.00% due 10/01/14		182,787		182,787
Total Repurchase Agreements
(Cost $2,599,498)				2,599,498


SEE NOTES TO FINANCIAL STATEMENTS.	THE RYDEX FUNDS SEMI-ANNUAL REPORT \| 29

SCHEDULE OF INVESTMENTS (Unaudited)(concluded)	September 30, 2014
EMERGING MARKETS 2x STRATEGY FUND

	Face Amount		Value

SECURITIES LENDING COLLATERAL††,4 - 2.3%
Repurchase Agreements
HSBC Securities, Inc. issued 09/30/14 at 0.00% due 10/01/14	$	1,017,316	$	1,017,316
BNP Paribas Securities Corp. issued 09/30/14 at 0.00% due 10/01/14		166,773		166,773
Total Securities Lending Collateral
(Cost $1,184,089)				1,184,089

Total Investments - 88.4%
(Cost $45,105,837)			$	44,945,105
Other Assets & Liabilities, net - 11.6%				5,901,805
Total Net Assets - 100.0%			$	50,846,910

	Contracts		Unrealized Loss

EQUITY FUTURES CONTRACTS PURCHASED†
December 2014 MSCI Emerging Markets Index Mini Futures Contracts (Aggregate Value of Contracts $11,726,910)		234	$	(454,917	)

	Units

OTC EQUITY INDEX SWAP AGREEMENTS††
Goldman Sachs International October 2014 Bank of New York Mellon Emerging Markets 50 ADR Index Swap, Terminating 10/28/145 (Notional Value $48,963,663)		19,855	$	(1,009,024	)

*	Non-income producing security.
†	Value determined based on Level 1 inputs — See Note 4.
††	Value determined based on Level 2 inputs — See Note 4.
1	All or portion of this security is on loan at September 30, 2014 — See Note 12.
2	Repurchase Agreements — See Note 5.
3	All or a portion of this security is pledged as equity index swap collateral at September 30, 2014.
4	Securities lending collateral — See Note 12.
5	Total Return based on Bank of New York Mellon Emerging Markets 50 ADR Index +/- financing at a variable rate.
	ADR — American Depositary Receipt


30 \| THE RYDEX FUNDS SEMI-ANNUAL REPORT	SEE NOTES TO FINANCIAL STATEMENTS.

EMERGING MARKETS 2x STRATEGY FUND

STATEMENT OF ASSETS AND LIABILITIES (Unaudited)
September 30, 2014

Assets:
Investments, at value - including $1,343,154 of securities loaned (cost $41,322,250)	$	41,161,518
Repurchase agreements, at value (cost $3,783,587)		3,783,587
Total investments (cost $45,105,837)		44,945,105
Segregated cash with broker		7,552,058
Cash		38,028
Receivables:
Fund shares sold		728,121
Dividends		152,631
Swap settlement		112,504
Variation margin		9,278
Securities lending income		1,157
Foreign taxes reclaim		338
Total assets		53,539,220

Liabilities:
Unrealized depreciation on swap agreements		1,009,024
Payable for:
Upon return of securities loaned		1,378,125
Fund shares redeemed		150,166
Management fees		65,640
Distribution and service fees		18,829
Transfer agent and administrative fees		18,234
Portfolio accounting fees		10,940
Miscellaneous		41,352
Total liabilities		2,692,310
Net assets	$	50,846,910

Net assets consist of:
Paid in capital	$	54,343,996
Undistributed net investment income		126,130
Accumulated net realized loss on investments		(1,998,543	)
Net unrealized depreciation on investments		(1,624,673	)
Net assets	$	50,846,910

A-Class:
Net assets	$	718,865
Capital shares outstanding		9,424
Net asset value per share	$	76.28
Maximum offering price per share (Net asset value divided by 95.25%)	$	80.08

C-Class:
Net assets	$	825,486
Capital shares outstanding		10,992
Net asset value per share	$	75.10

H-Class:
Net assets	$	49,302,559
Capital shares outstanding		645,049
Net asset value per share	$	76.43

STATEMENT OF OPERATIONS (Unaudited)
Period Ended September 30, 2014

Investment Income:
Dividends (net of foreign withholding tax of $14,486)	$	694,371
Income from securities lending, net		2,776
Interest		772
Total investment income		697,919

Expenses:
Management fees		278,920
Transfer agent and administrative fees		77,478
Distribution and service fees:
A-Class		901
C-Class		5,049
H-Class		75,316
Portfolio accounting fees		46,488
Custodian fees		3,626
Trustees’ fees*		1,021
Line of credit interest expense		521
Miscellaneous		59,173
Total expenses		548,493
Net investment income		149,426

Net Realized and Unrealized Gain (Loss):
Net realized gain (loss) on:
Investments		(910,802	)
Swap agreements		2,775,643
Futures contracts		(443,157	)
Net realized gain		1,421,684
Net change in unrealized appreciation (depreciation) on:
Investments		(423,144	)
Swap agreements		(1,226,699	)
Futures contracts		(454,917	)
Net change in unrealized appreciation (depreciation)		(2,104,760	)
Net realized and unrealized loss		(683,076	)
Net decrease in net assets resulting from operations	$	(533,650	)

*	Relates to Trustees not deemed "interested persons" within the meaning of Section 2(a)(19) of the 1940 Act.


SEE NOTES TO FINANCIAL STATEMENTS.	THE RYDEX FUNDS SEMI-ANNUAL REPORT \| 31

EMERGING MARKETS 2x STRATEGY FUND

STATEMENTS OF CHANGES IN NET ASSETS
	Period Ended September 30, 2014 (Unaudited)			Year Ended March 31, 2014
Increase (Decrease) in Net Assets from Operations:
Net investment income (loss)	$	149,426		$	(34,514	)
Net realized gain (loss) on investments		1,421,684			(1,947,172	)
Net change in unrealized appreciation (depreciation) on investments		(2,104,760	)		348,749
Net decrease in net assets resulting from operations		(533,650	)		(1,632,937	)

Capital share transactions:
Proceeds from sale of shares
A-Class		11,033,665			8,531,963
C-Class		26,772,019			34,714,451
H-Class		290,735,287			183,477,671
Cost of shares redeemed
A-Class		(11,193,599	)		(7,561,718	)
C-Class		(26,417,340	)		(34,363,190	)
H-Class		(245,420,766	)		(179,596,460	)
Net increase from capital share transactions		45,509,266			5,202,717
Net increase in net assets		44,975,616			3,569,780

Net assets:
Beginning of period		5,871,294			2,301,514
End of period	$	50,846,910		$	5,871,294
Undistributed net investment income/Accumulated net investment loss at end of period	$	126,130		$	(23,296	)

Capital share activity:
Shares sold
A-Class		141,644			126,244
C-Class		349,749			529,047
H-Class		3,723,420			2,825,051
Shares redeemed
A-Class		(143,446	)		(116,456	)
C-Class		(345,000	)		(524,287	)
H-Class		(3,149,471	)		(2,782,209	)
Net increase in shares		576,896			57,390


32 \| THE RYDEX FUNDS SEMI-ANNUAL REPORT	SEE NOTES TO FINANCIAL STATEMENTS.

EMERGING MARKETS 2x STRATEGY FUND

FINANCIAL HIGHLIGHTS

This table is presented to show selected data for a share outstanding throughout each period and to assist shareholders in evaluating a Fund’s performance for the periods presented.

A-Class	Period Ended September 30, 2014^a			Year Ended March 31, 2014^g			Year Ended March 28, 2013^g			Year Ended March 31, 2012^g			Period Ended March 31, 2011^b,g
Per Share Data
Net asset value, beginning of period	$	66.27		$	73.59		$	87.40		$	134.76		$	125.00
Income (loss) from investment operations:
Net investment income (loss)^c		.15			(.54	)		(.35	)		(—	)^f		(.65	)
Net gain (loss) on investments (realized and unrealized)		9.86			(6.78	)		(13.46	)		(41.76	)		10.41
Total from investment operations		10.01			(7.32	)		(13.81	)		(41.76	)		9.76
Less distributions from:
Net realized gains		—			—			—			(5.60	)		—
Total distributions		—			—			—			(5.60	)		—
Net asset value, end of period	$	76.28		$	66.27		$	73.59		$	87.40		$	134.76

Total Return^e		15.10	%		(9.96	%)		(15.79	%)		(30.00	%)		7.80	%
Ratios/Supplemental Data
Net assets, end of period (in thousands)	$	719		$	744		$	106		$	363		$	992
Ratios to average net assets:
Net investment income (loss)		0.38	%		(0.82	%)		(0.51	%)		(0.01	%)		(1.42	%)
Total expenses		1.76	%		1.81	%		1.88	%		1.77	%		1.85	%
Net expenses^e		1.76	%		1.76	%		1.75	%		1.69	%		1.73	%
Portfolio turnover rate		342	%		1,412	%		730	%		883	%		58	%

C-Class	Period Ended September 30, 2014^a			Year Ended March 31, 2014^g			Year Ended March 28, 2013^g			Year Ended March 31, 2012^g			Period Ended March 31, 2011^b,g
Per Share Data
Net asset value, beginning of period	$	65.46		$	72.92		$	87.31		$	134.13		$	125.00
Income (loss) from investment operations:
Net investment income (loss)^c		(.15	)		(1.04	)		(1.25	)		(.90	)		(1.55	)
Net gain (loss) on investments (realized and unrealized)		9.79			(6.42	)		(13.14	)		(40.32	)		10.68
Total from investment operations		9.64			(7.46	)		(14.39	)		(41.22	)		9.13
Less distributions from:
Net realized gains		—			—			—			(5.60	)		—
Total distributions		—			—			—			(5.60	)		—
Net asset value, end of period	$	75.10		$	65.46		$	72.92		$	87.31		$	134.13

Total Return^d		14.73	%		(10.21	%)		(16.49	%)		(29.75	%)		7.32	%
Ratios/Supplemental Data
Net assets, end of period (in thousands)	$	825		$	409		$	108		$	62		$	726
Ratios to average net assets:
Net investment income (loss)		(0.38	%)		(1.73	%)		(1.61	%)		(0.87	%)		(1.98	%)
Total expenses		2.50	%		2.66	%		2.59	%		2.54	%		2.60	%
Net expenses^e		2.50	%		2.61	%		2.46	%		2.46	%		2.49	%
Portfolio turnover rate		342	%		1,412	%		730	%		883	%		58	%


SEE NOTES TO FINANCIAL STATEMENTS.	THE RYDEX FUNDS SEMI-ANNUAL REPORT \| 33

EMERGING MARKETS 2x STRATEGY FUND

FINANCIAL HIGHLIGHTS (concluded)

This table is presented to show selected data for a share outstanding throughout each period and to assist shareholders in evaluating a Fund’s performance for the periods presented.

H-Class	Period Ended September 30, 2014^a			Year Ended March 31, 2014^g			Year Ended March 28, 2013^g			Year Ended March 31, 2012^g			Period Ended March 31, 2011^b,g
Per Share Data
Net asset value, beginning of period	$	66.37		$	73.87		$	87.74		$	134.69		$	125.00
Income (loss) from investment operations:
Net investment income (loss)^c		.20			(.34	)		(.35	)		(.35	)		(.55	)
Net gain (loss) on investments (realized and unrealized)		9.86			(7.16	)		(13.52	)		(41.00	)		10.24
Total from investment operations		10.06			(7.50	)		(13.87	)		(41.35	)		9.69
Less distributions from:
Net realized gains		—			—			—			(5.60	)		—
Total distributions		—			—			—			(5.60	)		—
Net asset value, end of period	$	76.43		$	66.37		$	73.87		$	87.74		$	134.69

Total Return^d		15.16	%		(10.19	%)		(15.78	%)		(29.70	%)		7.76	%
Ratios/Supplemental Data
Net assets, end of period (in thousands)	$	49,303		$	4,719		$	2,087		$	4,713		$	3,705
Ratios to average net assets:
Net investment income (loss)		0.50	%		(0.51	%)		(0.49	%)		(0.37	%)		(1.05	%)
Total expenses		1.76	%		1.80	%		1.83	%		1.77	%		1.85	%
Net expenses^e		1.76	%		1.74	%		1.69	%		1.69	%		1.74	%
Portfolio turnover rate		342	%		1,412	%		730	%		883	%		58	%

^a	Unaudited figures for the period ended September 30, 2014. Percentage amounts for the period, except total return and portfolio turnover rate, have been annualized.
^b	Since commencement of operations: October 29, 2010. Percentage amounts for the period, except total return and portfolio turnover rate, have been annualized.
^c	Net investment income (loss) per share was computed using average shares outstanding throughout the period.
^d	Total return does not reflect the impact of any applicable sales charges and has not been annualized.
^e	Net expense information reflects the expense ratios after expense waivers.
^f	Net investment income is less than $0.01 per share.
^g	Reverse share split — Per share amounts for the periods presented through February 21, 2014 have been restated to reflect a 1:5 reverse share split effective February 21, 2014.


34 \| THE RYDEX FUNDS SEMI-ANNUAL REPORT	SEE NOTES TO FINANCIAL STATEMENTS.

FUND PROFILE (Unaudited)

September 30, 2014

INVERSE EMERGING MARKETS 2x STRATEGY FUND

OBJECTIVE: Seeks to provide investment results that correlate, before fees and expenses, to the performance of a specific benchmark on a daily basis. The Fund’s current benchmark is 200% of the inverse (opposite) of the performance of the BNY Mellon Emerging Markets 50 ADR Index (the “underlying index”). The Fund does not seek to achieve its investment objective over a period of time greater than one day.

Holdings Diversification (Market Exposure as % of Net Assets)

“Holdings Diversification (Market Exposure as % of Net Assets)” excludes any temporary cash investments.

Inception Dates:
A-Class	October 29, 2010
C-Class	October 29, 2010
H-Class	October 29, 2010

The Fund invests principally in derivative investments such as swap agreements and futures contracts.


	THE RYDEX FUNDS SEMI-ANNUAL REPORT \| 35

SCHEDULE OF INVESTMENTS (Unaudited)	September 30, 2014
INVERSE EMERGING MARKETS 2x STRATEGY FUND

	Face Amount		Value

REPURCHASE AGREEMENTS††,1 - 66.2%
RBC Capital Markets issued 09/30/14 at (0.05)% due 10/01/14	$	701,860	$	701,860
Mizuho Financial Group, Inc. issued 09/30/14 at 0.01% due 10/01/14		410,384		410,384
UMB Financial Corp. issued 09/30/14 at 0.00% due 10/01/14		290,205		290,205
HSBC Group issued 09/30/14 at 0.00% due 10/01/14		181,086		181,086
Credit Suisse Group issued 09/30/14 at (0.05)% due 10/01/142		151,080		151,080
Total Repurchase Agreements
(Cost $1,734,615)				1,734,615

Total Investments - 66.2%
(Cost $1,734,615)			$	1,734,615
Other Assets & Liabilities, net - 33.8%				887,097
Total Net Assets - 100.0%			$	2,621,712

	Contracts		Unrealized Gain

EQUITY FUTURES CONTRACTS SOLD SHORT†
December 2014 MSCI Emerging Markets Index Mini Futures Contracts (Aggregate Value of Contracts $150,345)		3	$	1,862

	Units

OTC EQUITY INDEX SWAP AGREEMENTS SOLD SHORT††
Goldman Sachs International October 2014 Bank of New York Mellon Emerging Markets 50 ADR Index Swap, Terminating 10/28/14 3 (Notional Value $5,029,572)		2,040	$	80,097

†	Value determined based on Level 1 inputs — See Note 4.
††	Value determined based on Level 2 inputs — See Note 4.
1	Repurchase Agreements — See Note 5.
2	All or a portion of this security is pledged as equity index swap collateral at September 30, 2014.
3	Total Return based on Bank of New York Mellon Emerging Markets 50 ADR Index +/- financing at a variable rate.
	ADR — American Depositary Receipt.


36 \| THE RYDEX FUNDS SEMI-ANNUAL REPORT	SEE NOTES TO FINANCIAL STATEMENTS.

INVERSE EMERGING MARKETS 2x STRATEGY FUND

STATEMENT OF ASSETS AND LIABILITIES (Unaudited)
September 30, 2014

Assets:
Repurchase agreements, at value (cost $1,734,615)	$	1,734,615
Segregated cash with broker		507,617
Unrealized appreciation on swap agreements		80,097
Receivables:
Fund shares sold		842,498
Swap settlement		4,918
Total assets		3,169,745

Liabilities:
Payable for:
Fund shares redeemed		539,193
Management fees		2,860
Distribution and service fees		1,255
Transfer agent and administrative fees		795
Portfolio accounting fees		477
Variation margin		129
Miscellaneous		3,324
Total liabilities		548,033
Net assets	$	2,621,712

Net assets consist of:
Paid in capital	$	11,302,301
Accumulated net investment loss		(159,598	)
Accumulated net realized loss on investments		(8,602,950	)
Net unrealized appreciation on investments		81,959
Net assets	$	2,621,712

A-Class:
Net assets	$	188,869
Capital shares outstanding		12,720
Net asset value per share	$	14.85
Maximum offering price per share (Net asset value divided by 95.25%)	$	15.59

C-Class:
Net assets	$	1,103,429
Capital shares outstanding		71,840
Net asset value per share	$	15.36

H-Class:
Net assets	$	1,329,414
Capital shares outstanding		89,502
Net asset value per share	$	14.85

STATEMENT OF OPERATIONS (Unaudited)
Period Ended September 30, 2014

Investment Income:
Interest	$	378
Total investment income		378

Expenses:
Management fees		25,567
Transfer agent and administrative fees		7,103
Distribution and service fees:
A-Class		1,789
C-Class		2,466
H-Class		4,698
Portfolio accounting fees		4,262
Registration fees		5,078
Trustees’ fees*		490
Custodian fees		331
Miscellaneous		(115	)
Total expenses		51,669
Net investment loss		(51,291	)

Net Realized and Unrealized Gain (Loss):
Net realized gain (loss) on:
Swap agreements		(2,992,706	)
Futures contracts		(36,016	)
Net realized loss		(3,028,722	)
Net change in unrealized appreciation (depreciation) on:
Swap agreements		738,070
Futures contracts		948
Net change in unrealized appreciation (depreciation)		739,018
Net realized and unrealized loss		(2,289,704	)
Net decrease in net assets resulting from operations	$	(2,340,995	)

*	Relates to Trustees not deemed "interested persons" within the meaning of Section 2(a)(19) of the 1940 Act.


SEE NOTES TO FINANCIAL STATEMENTS.	THE RYDEX FUNDS SEMI-ANNUAL REPORT \| 37

INVERSE EMERGING MARKETS 2x STRATEGY FUND

STATEMENTS OF CHANGES IN NET ASSETS
	Period Ended September 30, 2014 (Unaudited)			Year Ended March 31, 2014
Increase (Decrease) in Net Assets from Operations:
Net investment loss	$	(51,291	)	$	(151,694	)
Net realized loss on investments		(3,028,722	)		(4,448,146	)
Net change in unrealized appreciation (depreciation) on investments		739,018			(632,299	)
Net decrease in net assets resulting from operations		(2,340,995	)		(5,232,139	)

Capital share transactions:
Proceeds from sale of shares
A-Class		2,023,207			8,057,592
C-Class		18,606,760			43,930,520
H-Class		61,017,521			163,931,981
Cost of shares redeemed
A-Class		(6,094,267	)		(2,627,231	)
C-Class		(17,666,278	)		(43,874,699	)
H-Class		(63,859,501	)		(155,566,471	)
Net increase (decrease) from capital share transactions		(5,972,558	)		13,851,692
Net increase (decrease) in net assets		(8,313,553	)		8,619,553

Net assets:
Beginning of period		10,935,265			2,315,712
End of period	$	2,621,712		$	10,935,265
Accumulated net investment loss at end of period	$	(159,598	)	$	(108,307	)

Capital share activity:
Shares sold
A-Class		128,867			380,799
C-Class		1,165,267			2,127,776
H-Class		4,081,388			8,074,671
Shares redeemed
A-Class		(381,117	)		(129,267	)
C-Class		(1,107,172	)		(2,119,778	)
H-Class		(4,309,133	)		(7,858,474	)
Net increase (decrease) in shares		(421,900	)		475,727


38 \| THE RYDEX FUNDS SEMI-ANNUAL REPORT	SEE NOTES TO FINANCIAL STATEMENTS.

INVERSE EMERGING MARKETS 2x STRATEGY FUND

FINANCIAL HIGHLIGHTS

This table is presented to show selected data for a share outstanding throughout each period and to assist shareholders in evaluating a Fund’s performance for the periods presented.

A-Class	Period Ended September 30, 2014^a			Year Ended March 31, 2014			Year Ended March 28, 2013			Year Ended March 31, 2012			Period Ended March 31, 2011^b
Per Share Data
Net asset value, beginning of period	$	18.34		$	19.23		$	19.29		$	21.15		$	25.00
Income (loss) from investment operations:
Net investment income (loss)^c		(.15	)		(.35	)		(.33	)		(.39	)		(.16	)
Net gain (loss) on investments (realized and unrealized)		(3.34	)		(.54	)		.27			(1.47	)		(3.69	)
Total from investment operations		(3.49	)		(.89	)		(.06	)		(1.86	)		(3.85	)
Net asset value, end of period	$	14.85		$	18.34		$	19.23		$	19.29		$	21.15

Total Return^d		(19.03	%)		(4.63	%)		(0.26	%)		(8.84	%)		(15.40	%)
Ratios/Supplemental Data
Net assets, end of period (in thousands)	$	189		$	4,859		$	258		$	8		$	34
Ratios to average net assets:
Net investment income (loss)		(1.74	%)		(1.74	%)		(1.60	%)		(1.66	%)		(1.61	%)
Total expenses		1.75	%		1.78	%		1.85	%		1.78	%		1.85	%
Net expenses^e		1.75	%		1.75	%		1.71	%		1.69	%		1.73	%
Portfolio turnover rate		—			—			—			—			—

C-Class	Period Ended September 30, 2014^a			Year Ended March 31, 2014			Year Ended March 28, 2013			Year Ended March 31, 2012			Period Ended March 31, 2011^b
Per Share Data
Net asset value, beginning of period	$	19.03		$	20.07		$	20.25		$	21.33		$	25.00
Income (loss) from investment operations:
Net investment income (loss)^c		(.19	)		(.52	)		(.49	)		(.55	)		(.25	)
Net gain (loss) on investments (realized and unrealized)		(3.48	)		(.52	)		.31			(.53	)		(3.42	)
Total from investment operations		(3.67	)		(1.04	)		(.18	)		(1.08	)		(3.67	)
Net asset value, end of period	$	15.36		$	19.03		$	20.07		$	20.25		$	21.33

Total Return^d		(19.29	%)		(5.23	%)		(0.84	%)		(5.06	%)^f		(14.68	%)
Ratios/Supplemental Data
Net assets, end of period (in thousands)	$	1,103		$	262		$	115		$	1,261		$	15
Ratios to average net assets:
Net investment income (loss)		(2.49	%)		(2.44	%)		(2.41	%)		(2.41	%)		(2.37	%)
Total expenses		2.51	%		2.48	%		2.65	%		2.53	%		2.57	%
Net expenses^e		2.51	%		2.46	%		2.51	%		2.44	%		2.46	%
Portfolio turnover rate		—			—			—			—			—


SEE NOTES TO FINANCIAL STATEMENTS.	THE RYDEX FUNDS SEMI-ANNUAL REPORT \| 39

INVERSE EMERGING MARKETS 2x STRATEGY FUND

FINANCIAL HIGHLIGHTS (concluded)

This table is presented to show selected data for a share outstanding throughout each period and to assist shareholders in evaluating a Fund’s performance for the periods presented.

H-Class	Period Ended September 30, 2014^a			Year Ended March 31, 2014			Year Ended March 28, 2013			Year Ended March 31, 2012			Period Ended March 31, 2011^b
Per Share Data
Net asset value, beginning of period	$	18.33		$	19.22		$	19.29		$	21.15		$	25.00
Income (loss) from investment operations:
Net investment income (loss)^c		(.13	)		(.35	)		(.33	)		(.38	)		(.16	)
Net gain (loss) on investments (realized and unrealized)		(3.35	)		(.54	)		.26			(1.48	)		(3.69	)
Total from investment operations		(3.48	)		(.89	)		(.07	)		(1.86	)		(3.85	)
Net asset value, end of period	$	14.85		$	18.33		$	19.22		$	19.29		$	21.15

Total Return^d		(18.99	%)		(4.63	%)		(0.36	%)		(8.79	%)		(15.40	%)
Ratios/Supplemental Data
Net assets, end of period (in thousands)	$	1,329		$	5,815		$	1,942		$	2,215		$	2,892
Ratios to average net assets:
Net investment income (loss)		(1.74	%)		(1.74	%)		(1.56	%)		(1.67	%)		(1.63	%)
Total expenses		1.76	%		1.78	%		1.82	%		1.79	%		1.85	%
Net expenses^e		1.76	%		1.76	%		1.68	%		1.70	%		1.74	%
Portfolio turnover rate		—			—			—			—			—

^a	Unaudited figures for the period ended September 30, 2014. Percentage amounts for the period, except total return and portfolio turnover rate, have been annualized.
^b	Since commencement of operations: October 29, 2010. Percentage amounts for the period, except total return and portfolio turnover rate, have been annualized.
^c	Net investment income (loss) per share was computed using average shares outstanding throughout the period.
^d	Total return does not reflect the impact of any applicable sales charges and has not been annualized.
^e	Net expense information reflects the expense ratios after expense waivers.
^f	Generally, the performance of the Fund’s C-Class shares will underperform the Fund’s H-Class shares and A-Class shares due to the C-Class shares’ higher expense ratio. However, the performance of the Fund’s C-Class shares is greater than that of the H-Class shares and A-Class shares due to the impact large redemptions of C-Class shares had on the expense accruals for C-Class shares. The effect of the expense accruals on the performance of the C-Class shares of the Fund was magnified by the small asset base of the C-Class shares.


40 \| THE RYDEX FUNDS SEMI-ANNUAL REPORT	SEE NOTES TO FINANCIAL STATEMENTS.

FUND PROFILE (Unaudited)

September 30, 2014

EMERGING MARKETS BOND STRATEGY FUND

OBJECTIVE: Seeks to provide investment results that correlate, before fees and expenses, to the performance of the emerging markets bond market as defined by the Advisor.

Holdings Diversification (Market Exposure as % of Net Assets)

“Holdings Diversification (Market Exposure as % of Net Assets)” excludes any temporary cash investments.

Inception Dates:
A-Class	October 8, 2013
C-Class	October 8, 2013
H-Class	October 8, 2013

The fund invests principally in derivative investments such as swap agreements and futures contracts.


	THE RYDEX FUNDS SEMI-ANNUAL REPORT \| 41

SCHEDULE OF INVESTMENTS (Unaudited)	September 30, 2014
EMERGING MARKETS BOND STRATEGY FUND

	Shares		Value

EXCHANGE-TRADED FUNDS† - 8.9%
iShares JP Morgan USD Emerging Markets Bond ETF		160	$	18,056
PowerShares Emerging Markets Sovereign Debt Portfolio		620		17,645
Total Exchange-Traded Funds
(Cost $35,933)				35,701

	Face Amount

REPURCHASE AGREEMENTS††,1 - 68.4%
RBC Capital Markets issued 09/30/14 at (0.05)% due 10/01/14	$	120,699		120,699
Mizuho Financial Group, Inc. issued 09/30/14 at 0.01% due 10/01/14		70,573		70,573
UMB Financial Corp. issued 09/30/14 at 0.00% due 10/01/14		49,906		49,906
HSBC Group issued 09/30/14 at 0.00% due 10/01/14		31,141		31,141
Credit Suisse Group issued 09/30/14 at (0.05)% due 10/01/14		186		186
Total Repurchase Agreements
(Cost $272,505)				272,505

Total Investments - 77.3%
(Cost $308,438)			$	308,206
Other Assets & Liabilities, net - 22.7%				90,411
Total Net Assets - 100.0%			$	398,617

	Contracts		Unrealized Loss

INTEREST RATE FUTURES CONTRACTS PURCHASED†
December 2014 U.S. Treasury 10 Year Note Futures Contracts (Aggregate Value of Contracts $124,688)		1	$	(298	)
December 2014 U.S. Treasury 5 Year Note Futures Contracts (Aggregate Value of Contracts $354,843)		3		(849	)
(Total Aggregate Value of Contracts $479,531)			$	(1,147	)

CENTRALLY CLEARED CREDIT DEFAULT SWAP AGREEMENT PROTECTION SOLD††,2

Index

Counterparty

Protection

Premium

Rate

Maturity

Date

Notional

Principal

Notional

Value

Upfront

Premiums

Paid

Unrealized

Appreciation

CDX.EM-21 Index

Barclays Bank plc

5.00%

06/20/19

$528,000

$(577,500

)

$39,885

$9,326

†	Value determined based on Level 1 inputs — See Note 4.
††	Value determined based on Level 2 inputs — See Note 4.
1	Repurchase Agreements — See Note 5.
2	Credit Default Swaps — See Note 6.
	plc — Public Limited Company


42 \| THE RYDEX FUNDS SEMI-ANNUAL REPORT	SEE NOTES TO FINANCIAL STATEMENTS.

EMERGING MARKETS BOND STRATEGY FUND

STATEMENT OF ASSETS AND LIABILITIES (Unaudited)
September 30, 2014

Assets:
Investments, at value (cost $35,933)	$	35,701
Repurchase agreements, at value (cost $272,505)		272,505
Total investments (cost $308,438)		308,206
Segregated cash with broker		58,478
Unamortized upfront premiums paid on credit default swaps		39,885
Unrealized appreciation on swap agreements		9,326
Receivables:
Interest		660
Total assets		416,555

Liabilities:
Payable for:
Fund shares redeemed		9,912
Management fees		1,815
Distribution and service fees		616
Transfer agent and administrative fees		605
Portfolio accounting fees		363
Variation margin		148
Miscellaneous		4479
Total liabilities		17,938
Net assets	$	398,617

Net assets consist of:
Paid in capital	$	667,415
Accumulated net investment loss		(2,821	)
Accumulated net realized loss on investments		(273,924	)
Net unrealized appreciation on investments		7,947
Net assets	$	398,617

A-Class:
Net assets	$	70,501
Capital shares outstanding		2,852
Net asset value per share	$	24.72
Maximum offering price per share (Net asset value divided by 95.25%)	$	25.95

C-Class:
Net assets	$	17,064
Capital shares outstanding		697
Net asset value per share	$	24.50

H-Class:
Net assets	$	311,052
Capital shares outstanding		12,629
Net asset value per share	$	24.63

STATEMENT OF OPERATIONS (Unaudited)
Period Ended September 30, 2014

Investment Income:
Dividends	$	6,335
Interest		750
Total investment income		7,085

Expenses:
Management fees		39,216
Transfer agent and administrative fees		13,073
Distribution and service fees:
A-Class		6,711
C-Class		118
H-Class		6,333
Portfolio accounting fees		7,844
Tax expense		1,431
Custodian fees		651
Trustees’ fees*		371
Miscellaneous		7,656
Total expenses		83,404
Net investment loss		(76,319	)

Net Realized and Unrealized Gain (Loss):
Net realized gain (loss) on:
Investments		(13,299	)
Swap agreements		(241,617	)
Futures contracts		58,381
Net realized loss		(196,535	)
Net change in unrealized appreciation (depreciation) on:
Investments		(232	)
Swap agreements		(71,670	)
Futures contracts		40,086
Net change in unrealized appreciation (depreciation)		(31,816	)
Net realized and unrealized loss		(228,351	)
Net decrease in net assets resulting from operations	$	(304,670	)

*	Relates to Trustees not deemed "interested persons" within the meaning of Section 2(a)(19) of the 1940 Act.


SEE NOTES TO FINANCIAL STATEMENTS.	THE RYDEX FUNDS SEMI-ANNUAL REPORT \| 43

EMERGING MARKETS BOND STRATEGY FUND

STATEMENTS OF CHANGES IN NET ASSETS
	Period Ended September 30, 2014 (Unaudited)			Period Ended March 31, 2014^a
Increase (Decrease) in Net Assets from Operations:
Net investment loss	$	(76,319	)	$	(42,569	)
Net realized gain (loss) on investments		(196,535	)		34,169
Net change in unrealized appreciation (depreciation) on investments		(31,816	)		39,763
Net increase (decrease) in net assets resulting from operations		(304,670	)		31,363

Capital share transactions:
Proceeds from sale of shares
A-Class		18,246,217			650,358
C-Class		1,126,978			10,789
H-Class		1,721,420			12,337,077
Cost of shares redeemed
A-Class		(18,379,117	)		(147,681	)
C-Class		(1,123,287	)		(759	)
H-Class		(6,977,793	)		(6,792,278	)
Net increase (decrease) from capital share transactions		(5,385,582	)		6,057,506
Net increase (decrease) in net assets		(5,690,252	)		6,088,869

Net assets:
Beginning of year		6,088,869			—
End of year	$	398,617		$	6,088,869
Accumulated net investment loss/Undistributed net investment income at end of year	$	(2,821	)	$	73,498

Capital share activity:
Shares sold
A-Class		689,509			25,874
C-Class		43,446			431
H-Class		66,318			490,331
Shares redeemed
A-Class		(706,493	)		(6,038	)
C-Class		(43,149	)		(31	)
H-Class		(275,259	)		(268,761	)
Net increase (decrease) in shares		(225,628	)		241,806

^a	Since commencement of operations: October 8, 2013.


44 \| THE RYDEX FUNDS SEMI-ANNUAL REPORT	SEE NOTES TO FINANCIAL STATEMENTS.

EMERGING MARKETS BOND STRATEGY FUND

FINANCIAL HIGHLIGHTS

This table is presented to show selected data for a share outstanding throughout each period and to assist shareholders in evaluating a Fund’s performance for the periods presented.

A-Class	Period Ended September 30, 2014^a			Period Ended March 31, 2014^b
Per Share Data
Net asset value, beginning of period	$	25.17		$	25.00
Income (loss) from investment operations:
Net investment income (loss)^c		(.18	)		(.21	)
Net gain (loss) on investments (realized and unrealized)		(.27	)		.38
Total from investment operations		(.45	)		.17
Net asset value, end of period	$	24.72		$	25.17

Total Return^d		(1.79	%)		0.72	%
Ratios/Supplemental Data
Net assets, end of period (in thousands)	$	71		$	499
Ratios to average net assets:
Net investment income (loss)		(1.38	%)		(1.78	%)
Total expenses^e		1.57	%		1.83	%
Portfolio turnover rate		377	%		—

C-Class	Period Ended September 30, 2014^a			Period Ended March 31, 2014^b
Per Share Data
Net asset value, beginning of period	$	25.09		$	25.00
Income (loss) from investment operations:
Net investment income (loss)^c		(.29	)		(.28	)
Net gain (loss) on investments (realized and unrealized)		(.30	)		.37
Total from investment operations		(.59	)		.09
Net asset value, end of period	$	24.50		$	25.09

Total Return^d		(2.35	%)		0.40	%
Ratios/Supplemental Data
Net assets, end of period (in thousands)	$	17		$	10
Ratios to average net assets:
Net investment income (loss)		(2.10	%)		(2.34	%)
Total expenses^e		2.36	%		2.39	%
Portfolio turnover rate		377	%		—


SEE NOTES TO FINANCIAL STATEMENTS.	THE RYDEX FUNDS SEMI-ANNUAL REPORT \| 45

EMERGING MARKETS BOND STRATEGY FUND

FINANCIAL HIGHLIGHTS (concluded)

This table is presented to show selected data for a share outstanding throughout each period and to assist shareholders in evaluating a Fund’s performance for the periods presented.

H-Class	Period Ended September 30, 2014^a			Period Ended March 31, 2014^b
Per Share Data
Net asset value, beginning of period	$	25.18		$	25.00
Income (loss) from investment operations:
Net investment income (loss)^c		(.20	)		(.19	)
Net gain (loss) on investments (realized and unrealized)		(.35	)		.37
Total from investment operations		(.55	)		.18
Net asset value, end of period	$	24.63		$	25.18

Total Return^d		(2.18	%)		0.80	%
Ratios/Supplemental Data
Net assets, end of period (in thousands)	$	311		$	5,580
Ratios to average net assets:
Net investment income (loss)		(1.54	%)		(1.62	%)
Total expenses^e		1.61	%		1.64	%
Portfolio turnover rate		377	%		—

^a	Unaudited figures for the period ended September 30, 2014. Percentage amounts for the period, except total return and portfolio turnover rate, have been annualized.
^b	Since commencement of operations: October 8, 2013. Percentage amounts for the period, except total return and portfolio turnover rate, have been annualized.
^c	Net investment income (loss) per share was computed using average shares outstanding throughout the period.
^d	Total return does not reflect the impact of any applicable sales charge and has not been annualized.
^e	Total expenses may include interest expense. Excluding interest expense, the operating expense ratios for the period presented would be:

	9/30/14	3/31/14
A-Class	1.57%	1.58%
C-Class	2.36%	2.32%
H-Class	1.61%	1.57%


46 \| THE RYDEX FUNDS SEMI-ANNUAL REPORT	SEE NOTES TO FINANCIAL STATEMENTS.

NOTES TO FINANCIAL STATEMENTS (Unaudited)

1. Organization and Significant Accounting Policies

Organization

The Trust offers a combination of eight separate classes of shares: Investor Class shares, Advisor Class shares, A-Class shares, C-Class shares, H-Class shares, Y-Class shares, Institutional Class shares and Money Market Class shares. Sales of shares of each Class are made without a front-end sales charge at the net asset value per share (“NAV”), with the exception of A-Class shares. A-Class shares are sold at the NAV, plus the applicable front-end sales charge. The sales charge varies depending on the amount purchased, but will not exceed 4.75%. A-Class share purchases of $1 million or more are exempt from the front-end sales charge but have a 1% contingent deferred sales charge (“CDSC”) if shares are redeemed within 12 months of purchase. C-Class shares have a 1% CDSC if shares are redeemed within 12 months of purchase. Institutional Class shares are offered primarily for direct investment by institutions such as pension and profit sharing plans, endowments, foundations and corporations. Institutional Class shares have a minimum initial investment of $2 million and a minimum account balance of $1 million. Institutional Class shares are offered without a front-end sales charge or CDSC. At September 30, 2014, the Trust consisted of fifty-one Funds.

This report covers the Long Short Equity Fund, Event Driven and Distressed Strategies Fund, Emerging Markets 2x Strategy Fund, Inverse Emerging Markets 2x Strategy Fund and Emerging Markets Bond Strategy Fund (the “Funds”). Only A-Class, C-Class, H-Class and Institutional Class shares had been issued by the Funds.

The Emerging Markets 2x Strategy Fund, Inverse Emerging Markets 2x Strategy Fund and Emerging Markets Bond Strategy Fund are designed and operated to accommodate frequent trading by shareholders and, unlike most mutual funds, offer unlimited exchange privileges with no minimum holding periods or transactions fees, which may cause the Funds to experience high portfolio turnover.

Guggenheim Investments (“GI”) provides advisory services and Rydex Fund Services, LLC (“RFS”) provides transfer agent, administrative and accounting services to the Trust. Guggenheim Funds Distributors, LLC (“GFD”) acts as principal underwriter for the Trust. GI, RFS and GFD are affiliated entities.

Significant Accounting Policies

The NAV of a fund is calculated by dividing the market value of the fund’s securities and other assets, less all liabilities, by the number of outstanding shares of the fund.

The Trust calculates a NAV twice each business day; at 10:45 a.m. and at the close of the New York Stock Exchange (“NYSE”), usually 4:00 p.m. for the Emerging Markets 2x Strategy Fund, Emerging Markets Bond Strategy Fund, and Inverse Emerging Markets 2x Strategy Fund. All other Funds in this report will price at the afternoon NAV. The NAV is calculated using the current market value of each Fund’s total assets as of the respective time of calculation. These financial statements are based on the September 30, 2014, afternoon NAV.

A. The Board of Trustees of the Funds (the “Board”) has adopted policies and procedures for the valuation of the Funds’ investments (the “Valuation procedures”). Pursuant to the Valuation Procedures, the Board has delegated to a valuation committee, consisting of representatives from Guggenheim’s investment management, fund administration, legal and compliance departments (the “Valuation Committee”), the day-to-day responsibility for implementing the Valuation Procedures, including, under most circumstances, the responsibility for determining the fair value of the Fund’s securities or other assets.

Valuations of the Funds’ securities are supplied primarily by pricing services appointed pursuant to the processes set forth in the Valuation procedures. The Valuation Committee convenes monthly, or more frequently


	THE RYDEX FUNDS SEMI-ANNUAL REPORT \| 47

NOTES TO FINANCIAL STATEMENTS (Unaudited)(continued)

as needed and will review the valuation of all assets which have been fair valued for reasonableness. The Funds’ officers, through the Valuation Committee and consistent with the monitoring and review responsibilities set forth in the Valuation Procedures, regularly review procedures used by, and valuations provided by, the pricing services.

If the pricing service cannot or does not provide a valuation for a particular investment or such valuation is deemed unreliable, such investment is fair valued by the Valuation Committee.

Equity securities listed on an exchange (NYSE or American Stock Exchange) are valued at the last quoted sales price as of the close of business on the NYSE, usually 4:00 p.m. on the valuation date. Equity securities listed on the NASDAQ market system are valued at the NASDAQ Official Closing Price on the valuation date, which may not necessarily represent the last sale price. If there has been no sale on such exchange or NASDAQ on a given day, the security is valued at the closing bid price on that day.

Repurchase agreements are valued at amortized cost, which approximates market value.

The value of futures contracts is accounted for using the unrealized gain or loss on the contracts that is determined by marking the contracts to their current realized settlement prices. Financial futures contracts are valued at the 4:00 p.m. price on the valuation date for the afternoon pricing cycle. In the event that the exchange for a specific futures contract closes earlier than 4:00 p.m., the futures contract is valued at the Official Settlement Price of the exchange. However, the underlying securities from which the futures contract value is derived are monitored until 4:00 p.m. to determine if fair valuation would provide a more accurate valuation.

The value of OTC swap agreements and credit default swap agreements entered into by a Fund is accounted for using the unrealized gain or loss on the agreements. For the afternoon pricing cycle, the agreements are marked at the close of the NYSE to the relevant index or, if there is an afternoon trade, to the “fill”. The swap's value is then adjusted to include dividends accrued, and financing charges and/or interest associated with the swap agreements.

B. When a Fund engages in a short sale of a security, an amount equal to the proceeds is reflected as an asset and an equivalent liability. The amount of the liability is subsequently marked-to-market to reflect the market value of the short sale. The Fund maintains a segregated account of cash and/or securities as collateral for short sales.

Fees, if any, paid to brokers to borrow securities in connection with short sales are recorded as interest expense. In addition, the Fund must pay out the dividend rate of the equity or coupon rate of the obligation to the lender and record this as an expense. Short dividend or interest expense is a cost associated with the investment objective of short sales transactions, rather than an operational cost associated with the day-to-day management of any mutual fund. The Funds may also receive rebate income from the broker resulting from the investment of the proceeds from securities sold short.

C. Upon entering into a futures contract, a Fund deposits and maintains as collateral such initial margin as required by the exchange on which the transaction is affected. Pursuant to the contract, the Fund agrees to receive from or pay to the broker an amount of cash equal to the daily fluctuation in value of the contract. Such receipts or payments are known as variation margin and are recorded by the Fund as unrealized gains or losses. When the contract is closed, the Fund records a realized gain or loss equal to the difference between the value of the contract at the time it was opened and the value at the time it was closed.


48 \| THE RYDEX FUNDS SEMI-ANNUAL REPORT

NOTES TO FINANCIAL STATEMENTS (Unaudited)(continued)

Credit default swap agreements are marked-to-market daily and the change, if any, is recorded as unrealized gain or loss. Upfront payments received or made by a Fund on credit default swap agreements are amortized over the expected life of the agreement. Periodic payments received or paid by a Fund are recorded as realized gains or losses. Payments received or made as aresult of a credit event or termination of the contract are recognized, net of a proportional amount of the upfront payment, as realized gains or losses.

E. Investment securities and other assets and liabilities denominated in foreign currencies are translated into U.S. dollar amounts at the date of valuation. Purchases and sales of investment securities and income and expense items denominated in foreign currencies are translated into U.S. dollar amounts on the respective dates of such transactions. The Trust does not isolate that portion of the results of operations resulting from changes in foreign exchange rates on investments from the fluctuations arising from changes in market prices of securities held. Such fluctuations are included with the net realized and unrealized gain and loss from investments.

F. Security transactions are recorded on the trade date for financial reporting purposes. Realized gains and losses from securities transactions are recorded using the identified cost basis. Proceeds from lawsuits related to investment holdings are recorded as realized gains in the respective Fund. Dividend income is recorded on the ex-dividend date, net of applicable taxes withheld by foreign countries. Taxable non-cash dividends are recorded as dividend income. Interest income, including amortization of premiums and accretion of discounts, is accrued on a daily basis. Distributions received from investments in REITs are recorded as dividend income on the ex-dividend date, subject to reclassification upon notice of the character of such distribution by the issuer.

G. Distributions of net investment income and net realized gains, if any, are declared and paid at least annually. Dividends are reinvested in additional shares unless shareholders request payment in cash. Distributions are recorded on the ex-dividend date and are determined in accordance with income tax regulations which may differ from U.S. GAAP.

H. Interest and dividend income, most expenses, all realized gains and losses, and all unrealized gains and losses are allocated to the classes based upon the value of the outstanding shares in each class. Certain costs, such as distribution and service fees are charged directly to specific classes. In addition, certain expenses have been allocated to the individual Funds in the Trust on a pro rata basis upon the respective aggregate net assets of each Fund included in the Trust.

I. The Funds may leave cash overnight in their cash account with the custodian. Periodically, a Fund may have cash due to the custodian bank as an overdraft balance. A fee is incurred on this overdraft, calculated by multiplying the overdraft by a rate based on the federal funds rate.

J. Under the Funds’ organizational documents, its Trustees and Officers are indemnified against certain liabilities arising out of the performance of their duties to the Trust. In addition, throughout the normal course of business, the Funds enter into contracts that contain a variety of representations and warranties which provide general indemnifications. The Funds’ maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Funds and/or their affiliates that have not yet occurred. However, based on experience, the Funds expect the risk of loss to be remote.

2. Financial Instruments

As part of their investment strategy, the Funds utilize short sales and a variety of derivative instruments. These investments involve, to varying degrees, elements of market risk and risks in excess of the amounts recognized in the Statements of Assets and Liabilities.


	THE RYDEX FUNDS SEMI-ANNUAL REPORT \| 49

NOTES TO FINANCIAL STATEMENTS (Unaudited)(continued)

will realize a loss on the transaction. The risk of such price increases is the principal risk of engaging in short sales.

A credit default swap enables a Fund to buy or sell protection against a defined credit event of an issuer or a basket of securities. Generally, the seller of credit protection against an issuer or basket of securities receives a periodic payment from the buyer to compensate against potential default events. If a default event occurs, the seller must pay the buyer the full notional value of the reference obligation in exchange for the reference obligation. If no default occurs, the counterparty will pay the stream of payments and have no further obligations to the Fund selling the credit protection. A Fund bears the risk of loss of the amount expected to be received under a swap agreement in the event of the default or bankruptcy of a swap agreement counterparty, or in the case of a credit default swap in which the Fund is selling credit protection, the default of a third party issuer.

The Emerging Markets 2x Strategy Fund and Inverse Emerging Markets 2x Strategy Fund use derivative instruments to achieve leveraged exposure to their respective underlying indices. Since these Funds’ investment strategy involves consistently applied leverage, the value of the Fund’s shares will tend to increase or decrease more than the value of any increase or decrease in the underlying index. In addition, as investment in derivative instruments generally requires a small investment relative to the amount of investment exposure assumed, this creates an opportunity for increased net income but, at the same time, additional leverage risk. The Funds’ use of leverage, through borrowings or instruments such as derivatives, may cause the Funds to be more volatile and riskier than if they had not been leveraged.

In conjunction with the use of short sales and derivative instruments, the Funds are required to maintain collateral in various forms. The Funds use, where appropriate, depending on the financial instrument utilized and the broker involved, margin deposits at the broker, cash and/or securities segregated at the custodian bank, discount notes or the repurchase agreements allocated to each Fund.

There are several risks associated with exposure to foreign currencies, foreign issuers and emerging markets. A Fund’s indirect and direct exposure to foreign currencies subjects the Fund to the risk that those currencies will decline in value relative to the U.S. dollar, or, in the case of short positions, that the U.S. dollar will decline in value relative to the currency being hedged. Currency rates in foreign countries may fluctuate significantly over short periods of time for a number of reasons, including changes in interest rates and the imposition of currency controls or other political developments in the U.S. or abroad. In addition, the Fund may incur transaction costs in connection with conversions between various currencies. The Fund may, but is not obligated to, engage in currency hedging transactions, which generally involve buying currency forward, options or futures contracts. However, not all currency risk may be effectively hedged, and in some cases the costs of hedging techniques may outweigh expected benefits. In such instances, the value of securities denominated in foreign currencies can change significantly when foreign currencies strengthen or weaken relative to the U.S. dollar.


50 \| THE RYDEX FUNDS SEMI-ANNUAL REPORT

NOTES TO FINANCIAL STATEMENTS (Unaudited)(continued)

Certain Funds may invest in securities of foreign companies directly, or in financial instruments, such as ADRs and exchange-traded funds, which are indirectly linked to the performance of foreign issuers. Foreign markets can be more volatile than the U.S. market due to increased risks of adverse issuer, political, regulatory, market, or economic developments and can perform differently from the U.S. market. Investing in securities of foreign companies directly, or in financial instruments that are indirectly linked to the performance of foreign issuers, may involve risks not typically associated with investing in U.S. issuers. The value of securities denominated in foreign currencies, and of dividends from such securities, can change significantly when foreign currencies strengthen or weaken relative to the U.S. dollar. Foreign securities markets generally have less trading volume and less liquidity than U.S. markets, and prices in some foreign markets may fluctuate more than those of securities traded on U.S. markets. Many foreign countries lack accounting and disclosure standards comparable to those that apply to U.S. companies, and it may be more difficult to obtain reliable information regarding a foreign issuer’s financial condition and operations. Transaction costs and costs associated with custody services are generally higher for foreign securities than they are for U.S. securities. Some foreign governments levy withholding taxes against dividend and interest income. Although in some countries portions of these taxes are recoverable, the non-recovered portion will reduce the income received by the Fund.

Emerging markets, which consist of countries that have an emerging stock market as defined by Standard & Poor’s^®, countries or markets with low-to middle-income economies as classified by the World Bank, and other countries or markets with similar characteristics as determined by GI, can be more volatile than the U.S. market due to increased risks of adverse issuer, political, regulatory, market, or economic developments and can perform differently from the U.S. market. Emerging markets can be subject to greater social, economic, regulatory, and political uncertainties and can be extremely volatile. As a result, the securities of emerging market issuers may present market, credit, currency, liquidity, legal, political and other risks different from, or greater than, the risks of investing in securities of developed foreign countries. In addition, the risks associated with investing in a narrowly defined geographic area are generally more pronounced with respect to investments in emerging market countries. The Fund may also be subject to this risk with respect to its investments in derivatives or other securities or financial instruments whose returns are related to the returns of emerging market securities.

The Trust has established counterparty credit guidelines and enters into transactions only with financial institutions of investment grade or better. The Trust monitors the counterparty credit risk.

3. Fees and Other Transactions with Affiliates

Under the terms of an investment advisory contract, the Funds pay GI investment advisory fees calculated at the annualized rates below, based on the average daily net assets of the Funds:

Fund	Management Fees (as a % of Net Assets)
Long Short Equity Fund	0.90%
Event Driven and Distressed Strategies Fund	0.90%
Emerging Markets 2x Strategy Fund	0.90%
Inverse Emerging Markets 2x Strategy Fund	0.90%
Emerging Markets Bond Strategy Fund	0.75%

GI has contractually agreed to reduce fees and/or reimburse expenses reimburse expenses for the Event Driven and Distressed Strategies Fund to the extent necessary to keep net operating expenses relative to the average daily net assets of A-Class, C-Class, H-Class, and Institutional Class Shares (excluding interest, taxes, brokerage commissions, acquired fund fees and expenses, dividends on securities sold short, and extraordinary expenses) ("Excluded Expenses") from exceeding 1.90%, 2.65%, 1.90%,and 1.65%, respectively. Total Expenses include Excluded Expenses (as defined by U.S. GAAP) and, thus, from time to time may be higher than 1.90%, 2.65%, 1.90% and 1.65%, respectively. This Agreement may be terminated only with the approval of the Fund’s Board of Trustees.

RFS provides transfer agent and administrative services to the Funds for fees calculated at the annualized rate of 0.25% based on the average daily net assets of each Fund.


	THE RYDEX FUNDS SEMI-ANNUAL REPORT \| 51

NOTES TO FINANCIAL STATEMENTS (Unaudited)(continued)

RFS also provides accounting services to the Funds for fees calculated at annualized rates below, based on the average daily net assets of each Fund. Effective August 1, 2013, Emerging Markets 2x Strategy Fund and Inverse Emerging Markets 2x Strategy Fund increased their fund accounting fees to 0.15% of fund net assets.

Fund Accounting Fees	(as a % of Net Assets)
Emerging Markets 2x Strategy Fund	0.15%
Inverse Emerging Markets 2x Strategy Fund	0.15%
Emerging Markets Bond Strategy Fund	0.15%
Remaining Funds
On the first $250 million	0.10%
On the next $250 million	0.075%
On the next $250 million	0.05%
Over $750 million	0.03%

The Trust has adopted a separate Distribution and Shareholder Services Plan applicable to its C-Class shares that allows the Funds to pay annual distribution and service fees of 1.00% of the Funds’ C-Class shares average daily net assets. The annual 0.25% service fee compensates the shareholder’s financial adviser for providing ongoing services to the shareholder. The annual distribution fee of 0.75% reimburses GFD for paying the shareholder’s financial adviser an ongoing sales commission. GFD advances the first year’s service and distribution fees to the financial adviser. GFD retains the service and distribution fees on accounts with no authorized dealer of record.

For the period ended September 30, 2014, GFD retained sales charges of $161,615 relating to sales of A-Class shares of the Trust.

Certain trustees and officers of the Trust are also officers of GI, RFS and GFD.

4. Fair Value Measurement

Level 1 —

quoted prices in active markets for identical assets or liabilities.

Level 2 —

significant other observable inputs (for example quoted prices for securities that are similar based on characteristics such as interest rates, prepayment speeds, credit risk, etc.).

Level 3 —

significant unobservable inputs based on the best information available under the circumstances, to the extent observable inputs are not available, which may include assumptions.


52 \| THE RYDEX FUNDS SEMI-ANNUAL REPORT

NOTES TO FINANCIAL STATEMENTS (Unaudited)(continued)

The following table summarizes the inputs used to value the Funds’ net assets at September 30, 2014:

	Level 1 Investments In Securities		Level 1 Other Financial Instruments*		Level 2 Investments In Securities		Level 2 Other Financial Instruments*		Level 3 Investments In Securities		Total
Assets
Long Short Equity Fund	$	43,214,304	$	—	$	2,733,279	$	—	$	—	$	45,947,583
Event Driven and Distressed Strategies Fund		6,175,585		—		4,222,991		—		—		10,398,576
Emerging Markets 2x Strategy Fund		41,161,518		—		3,783,587		—		—		44,945,105
Inverse Emerging Markets 2x Strategy Fund		—		1,862		1,734,615		80,097		—		1,816,574
Emerging Markets Bond Strategy Fund		35,701		—		272,505		9,326		—		317,532

Liabilities
Long Short Equity Fund	$	14,311,887	$	—	$	—	$	—	$	—	$	14,311,887
Event Driven and Distressed Strategies Fund		—		74,596		—		103,074		—		177,670
Emerging Markets 2x Strategy Fund		—		454,917		—		1,009,024		—		1,463,941
Emerging Markets Bond Strategy Fund		—		1,147		—		—		—		1,147

*	Other financial instruments may include futures contracts and/or swaps, which are reported as unrealized gain/loss at period end.

For the period ended September 30, 2014, there were no transfers between levels.

5. Repurchase Agreements

The Funds transfer uninvested cash balances into a single joint account, the daily aggregate balance of which is invested in one or more repurchase agreements collateralized by obligations of the U.S. Treasury and U.S. Government Agencies. The collateral is in the possession of the Funds’ custodian and is evaluated to ensure that its market value exceeds, at a minimum, 102% of the original face amount of the repurchase agreements. Each Fund holds a pro rata share of the collateral based on the dollar amount of the repurchase agreement entered into by each Fund.


	THE RYDEX FUNDS SEMI-ANNUAL REPORT \| 53

NOTES TO FINANCIAL STATEMENTS (Unaudited)(continued)

At September 30, 2014, the repurchase agreements in the joint account were as follows:

Counterparty and Terms of Agreement	Face Value	Repurchase Price	Collateral	Par Value	Fair Value
RBC Capital Markets			U.S. TIP Notes
(0.05)%			0.13% - 2.50%
Due 10/01/14	$339,522,378	$339,521,906	01/15/16 - 01/15/23	$285,293,500	$346,312,829

UMB Financial Corp.			U.S. Treasury Notes
0.00%			1.00% - 3.25%
Due 10/01/14	140,385,761	140,385,761	09/30/16 - 12/31/16	137,466,300	143,193,502

Mizuho Financial Group, Inc.			U.S. Treasury Note
0.01%			2.13%
Due 10/01/14	198,522,378	198,522,406	09/30/21	136,520,000	135,760,728
			U.S. TIP Notes
			0.13% - 1.63%
			01/15/15 - 04/15/16	57,126,400	66,732,140

HSBC Group			U.S. Treasury Strips
0.00%			0.00%
Due 10/01/14	87,599,687	87,599,687	08/15/18	94,804,900	89,351,722

Credit Suisse Group			U.S. Treasury Note
(0.05)%			0.25%
Due 10/01/14	7,283,778	7,283,768	05/15/16	7,435,100	7,429,556

In the event of counterparty default, the Funds have the right to collect the collateral to offset losses incurred. There is potential loss to the Funds in the event the Funds are delayed or prevented from exercising their rights to dispose of the collateral securities, including the risk of a possible decline in the value of the underlying securities during the period while the Funds seek to assert their rights. The Funds’ investment adviser, acting under the supervision of the Board of Trustees, reviews the value of the collateral and the creditworthiness of those banks and dealers with which the Funds enter into repurchase agreements to evaluate potential risks.

6. Disclosures about Credit Derivatives

In accordance with their principal investment strategies, the Event Driven and Distressed Strategies Fund and the Emerging Markets Bond Strategy Fund enter into credit default swaps as a seller of protection primarily to gain exposure similar to the high yield bond market. Credit default swaps are instruments which allow for the full or partial transfer of third party credit risk, with respect to a particular entity or entities, from one counterparty to the other. A seller of credit default swaps is selling credit protection or assuming credit risk with respect to the underlying entity or entities. If a credit event occurs, as defined under the terms of the swap agreement, the Fund will either (i) pay to the buyer of protection an amount equal to the notional amount of the swap and take delivery of the referenced obligation or underlying securities comprising the referenced index or (ii) pay a net settlement amount in the form of cash or securities equal to the notional amount of the swap less the recovery value of the referenced obligation or underlying securities comprising the referenced index. The Notional Principal reflects the maximum potential amount the Fund could be required to make as a seller of credit protection if a credit event occurs. As the seller of protection, the Fund receives periodic premium payments from the counterparty and may also receive or pay an upfront premium adjustment to the stated periodic premium. In the event a credit event occurs, an adjustment will be made to any upfront premiums that were received by a reduction of 1.00% per credit event.

The quoted market prices and resulting market values for credit default swap agreements on securities and credit indices serve as an indicator of the current status of the payment/performance risk and represent the likelihood of an expected liability (or profit) for the credit derivative had the notional amount of the swap agreement been closed/sold as of the period end. Increasing market values, in absolute terms when compared to the notional amount of the swap, represent a deterioration of the referenced entity’s credit soundness and a greater likelihood or risk of default or other credit event occurring as defined under the terms of the agreement.


54 \| THE RYDEX FUNDS SEMI-ANNUAL REPORT

NOTES TO FINANCIAL STATEMENTS (Unaudited)(continued)

The tables on pages 22 and 42 included in the Schedules of Investments summarize the information with regard to sold protection on credit default swap contracts as of September 30, 2014.

7. Derivative Investment Holdings Categorized by Risk Exposure

The following Funds utilized derivatives for the following purposes:

Fund	Index Exposure	Liquidity	Leverage
Long Short Equity Fund	—	x	—
Event Driven and Distressed Strategies Fund	x	x	—
Emerging Markets 2x Strategy Fund	x	x	x
Inverse Emerging Markets 2x Strategy Fund	x	x	x
Emerging Markets Bond Strategy Fund	x	x	—

The following table represents the notional amount of derivative instruments outstanding as an approximate percentage of the Funds’ net assets on a daily basis.

	Approximate percentage of Fund's net assets on a daily basis
Fund	Long	Short
Long Short Equity Fund	—	—
Event Driven and Distressed Strategies Fund*	160%	—
Emerging Markets 2x Strategy Fund	120%	—
Inverse Emerging Markets 2x Strategy Fund	—	200%
Emerging Markets Bond Strategy Fund*	120%	—

*	These Funds utilize a combination of interest rate and/or financial-linked derivatives to obtain exposure to their benchmarks. The gross derivative instrument exposure is 210% and 265% for the Event Driven and Distressed Strategies Fund and the Emerging Markets Bond Strategy Fund, respectively.

The following is a summary of the location of derivative investments on the Funds’ Statements of Assets and Liabilities as of September 30, 2014:

Derivative Investment Type	Asset Derivatives	Liability Derivatives
Equity/Interest Rate contracts	Variation margin	Variation margin
Equity/Credit contracts	Unrealized appreciation on swap agreements	Unrealized depreciation on swap agreements

The following table sets forth the fair value of the Funds’ derivative investments categorized by primary risk exposure at September 30, 2014:

Asset Derivative Investments Value
Fund	Futures Equity Contracts*			Swaps Equity Contracts			Futures Interest Rate Contracts*			Swaps Credit Default Contracts			Total Value at September 30, 2014
Inverse Emerging Markets 2x Strategy Fund		$	1,862		$	80,097		$	—		$	—		$	81,959
Emerging Markets Bond Strategy Fund			—			—			—			9,326			9,326


	THE RYDEX FUNDS SEMI-ANNUAL REPORT \| 55

NOTES TO FINANCIAL STATEMENTS (Unaudited)(continued)

Liability Derivative Investments Value
Fund	Futures Equity Contracts*			Swaps Equity Contracts			Futures Interest Rate Contracts*			Swaps Credit Default Contracts			Total Value at September 30, 2014
Event Driven and Distressed Strategies Fund		$	63,191		$	83,049		$	11,405		$	20,025		$	177,670
Emerging Markets 2x Strategy Fund			454,917			1,009,024			—			—			1,463,941
Emerging Markets Bond Strategy Fund			—			—			1,147			—			1,147

*	Includes cumulative appreciation (depreciation) of futures contracts as reported on the Schedules of Investments. Only current day’s variation margin is reported within the Statements of Assets and Liabilities.

The following is a summary of the location of derivative investments on the Funds' Statements of Operations for the period ended September 30, 2014:

Derivative Investment Type	Location of Gain (Loss) on Derivatives
Equity/Interest Rate contracts	Net realized gain (loss) on futures contracts
	Net change in unrealized appreciation (depreciation) on futures contracts
Equity/Credit contracts	Net realized gain (loss) on swap agreements
	Net change in unrealized appreciation (depreciation) on swap agreements

Realized Gain (Loss) on Derivative Investments Recognized on the Statements of Operations
Fund	Futures Equity Contracts			Swaps Equity Contracts			Futures Interest Rate Contracts		Swaps Credit Default Contracts			Total
Long Short Equity Fund	$	(64,507	)	$	—		$	—	$	—		$	(64,507	)
Event Driven and Distressed Strategies Fund		(56,663	)		(247,022	)		29,967		97,494			(176,224	)
Emerging Markets 2x Strategy Fund		(443,157	)		2,775,643			—		—			2,332,486
Inverse Emerging Markets 2x Strategy Fund		(36,016	)		(2,992,706	)		—		—			(3,028,722	)
Emerging Markets Bond Strategy Fund		—			—			58,381		(241,617	)		(183,236	)

Change in Unrealized Appreciation (Depreciation) on Derivative Investments Recognized on the Statements of Operations
Fund	Futures Equity Contracts			Swaps Equity Contracts			Futures Interest Rate Contracts		Swaps Credit Default Contracts			Total
Event Driven and Distressed Strategies Fund	$	(34,786	)	$	(34,031	)	$	30,985	$	(43,935	)	$	(81,767	)
Emerging Markets 2x Strategy Fund		(454,917	)		(1,226,699	)		—		—			(1,681,616	)
Inverse Emerging Markets 2x Strategy Fund		948			738,070			—		—			739,018
Emerging Markets Bond Strategy Fund		—			—			40,086		(71,670	)		(31,584	)

8. Offsetting


56 \| THE RYDEX FUNDS SEMI-ANNUAL REPORT

NOTES TO FINANCIAL STATEMENTS (Unaudited)(continued)

For derivatives traded under an ISDA Master Agreement, the collateral requirements are typically calculated by netting the mark to market amount for each transaction under such agreement and comparing that amount to the value of any collateral currently pledged by the Funds and the counterparty. For financial reporting purposes, cash collateral that has been pledged to cover obligations of the Funds and cash collateral received from the counterparty, if any, is reported separately on the Statement of Assets and Liabilities as segregated cash with broker/receivable for variation margin, or payable for swap settlement/variation margin. Generally, the amount of collateral due from or to a counterparty must exceed a minimum transfer amount threshold (e.g., $300,000) before a transfer is required to be made. To the extent amounts due to the Funds from their counterparties are not fully collateralized, contractually or otherwise, the Funds bear the risk of loss from counterparty nonperformance. The Funds attempt to mitigate counterparty risk by only entering into agreements with counterparties that they believe to be of good standing and by monitoring the financial stability of those counterparties.

For financial reporting purposes, the Funds do not offset derivative assets and derivative liabilities that are subject to netting arrangements in the Statements of Assets and Liabilities.

											Gross Amounts Not Offset in the Statements of Assets and Liabilities
Fund	Instrument	Gross Amounts of Recognized Assets¹			Gross Amounts Offset in the Statements of Assets and Liabilities			Net Amount of Assets Presented on the Statements of Assets and Liabilities			Financial Instruments			Cash Collateral Received²			Net Amount
Inverse Emerging Markets 2x Strategy Fund	Swap equity contracts		$	80,097		$	—		$	80,097		$	—		$	—		$	80,097

											Gross Amounts Not Offset in the Statements of Assets and Liabilities
Fund	Instrument	Gross Amounts of Recognized Liabilities¹			Gross Amounts Offset in the Statements of Assets and Liabilities			Net Amount of Liabilities Presented on the Statements of Assets and Liabilities			Financial Instruments			Cash Collateral Pledged²			Net Amount
Event Driven and Distressed Strategies Fund	Swap equity contracts		$	83,049		$	—		$	83,049		$	—		$	—		$	83,049
Emerging Markets 2x Strategy Fund	Swap equity contracts			1,009,024			—			1,009,024			—			—			1,009,024

¹	Exchange traded futures and centrally cleared swaps are excluded from these reported amounts.
²	Excludes maintenance margin deposits held at the broker related to derivatives. These amounts are reflected as Segregated cash with broker on the Statements of Assets and Liabilities.


	THE RYDEX FUNDS SEMI-ANNUAL REPORT \| 57

NOTES TO FINANCIAL STATEMENTS (Unaudited)(continued)

9. Federal Income Tax Information

Fund	Tax Cost		Tax Unrealized Gain		Tax Unrealized Loss			Net Unrealized Gain (Loss)
Long Short Equity Fund	$	45,868,433	$	1,793,010	$	(1,713,860	)	$	79,150
Event Driven and Distressed Strategies Fund		10,417,957		—		(19,381	)		(19,381	)
Emerging Markets 2x Strategy Fund		47,604,227		337,142		(2,996,264	)		(2,659,122	)
Inverse Emerging Markets 2x Strategy Fund		1,734,615		—		—			—
Emerging Markets Bond Strategy Fund		308,438		—		(232	)		(232	)

10. Securities Transactions

Fund	Purchases		Sales
Long Short Equity Fund	$	53,963,384	$	53,248,200
Event Driven and Distressed Strategies Fund		3,782,215		600,000
Emerging Markets 2x Strategy Fund		184,916,048		146,199,803
Inverse Emerging Markets 2x Strategy Fund		—		—
Emering Markets Bond Stratregy Fund		1,313,630		1,264,398


58 \| THE RYDEX FUNDS SEMI-ANNUAL REPORT

NOTES TO FINANCIAL STATEMENTS (Unaudited)(continued)

11. Related Transactions

12. Portfolio Securities Loaned

The Funds may lend their securities to approved brokers to earn additional income. Security lending income shown on the Statements of Operations is shown net of rebates paid to the borrowers and earnings on cash collateral investments shared with the lending agent. Within this arrangement, the Funds act as the lender, Credit Suisse acts as the lending agent, and other approved registered broker dealers act as the borrowers. The Funds receive cash collateral, valued at 102% of the value of the securities on loan. Under the terms of the Funds’ securities lending agreement with Credit Suisse,cash collateral is invested in one or more joint repurchase agreements collateralized by obligations of the U.S. Treasury or Government Agencies and cash. The Funds bear the risk of loss on cash collateral investments. Collateral is maintained over the life of the loan in an amount not less than the value of loaned securities, as determined at the close of fund business each day; any additional collateral required due to changes in security values is delivered to the Funds the next business day. Although the collateral mitigates the risk, the Funds could experience a delay in recovering their securities and a possible loss of income or value if the borrower fails to return the securities. The Funds have the right under the securities lending agreement to recover the securities from the borrower on demand.

At September 30, 2014, the Funds participated in securities lending as follows:

Fund	Value of Securities Loaned		Cash Collateral Received
Long Short Equity Fund	$	1,533,820	$	1,597,700
Event Driven and Distressed Strategies Fund		147,120		150,400
Emerging Markets 2x Strategy Fund		1,343,154		1,378,125

Cash collateral received was invested in the following repurchase agreements at September 30, 2014:

Counterparty and Terms of Agreement	Face Value	Repurchase Price	Collateral	Par Value	Fair Value
HSBC Securities, Inc.			Fannie Mae Strips
0.00%			0.00%
Due 10/01/14	$2,307,742	$2,307,742	11/15/19 - 11/15/30	$2,799,894	$1,929,577
			U.S. Treasury Note
			1.38%
			11/30/18	426,012	424,505

BNP Paribas Securities Corp.			U.S. TIP Bond
0.00%			2.13%
Due 10/01/14	378,318	378,318	02/15/41	283,056	385,908

There is also $440,164 in segregated cash held as collateral.


	THE RYDEX FUNDS SEMI-ANNUAL REPORT \| 59

NOTES TO FINANCIAL STATEMENTS (Unaudited)(continued)

13. Line of Credit

The Trust, along with other affiliated trusts, secured an uncommitted, $75,000,000 line of credit from U.S. Bank, N.A., which expires June 13, 2015. This line of credit is reserved for emergency or temporary purposes. Borrowings, if any, under this arrangement bear interest equal to the Prime Rate, minus 2%, which shall be paid monthly, averaging 1.25% for the period ended September 30, 2014. The Funds did not have any borrowings under this agreement at September 30, 2014.

The average daily balances borrowed for the period ended September 30, 2014, were as follows:

Fund	Average Daily Balance
Emerging Markets 2x Strategy Fund	$	54,939
Inverse Emerging Markets 2x Strategy Fund		15,797

14. Legal Proceedings

Tribune Company

Rydex Series Funds has been named as a defendant and a putative member of the proposed defendant class of shareholders in the case entitled Kirschner v. FitzSimons, No. 12-2652 (S.D.N.Y.) (formerly Official Committee of Unsecured Creditors of Tribune Co. v. FitzSimons, Adv. Pro. No. 10-54010 (Bankr. D. Del.)) (the “FitzSimons action”), as a result of ownership by certain series of the Rydex Series Funds of shares in the Tribune Company (“Tribune”) in 2007, when Tribune effected a leveraged buyout transaction (“LBO”) by which Tribune converted to a privately-held company. In his complaint, the plaintiff has alleged that, in connection with the LBO, Tribune insiders and shareholders were overpaid for their Tribune stock using financing that the insiders knew would, and ultimately did, leave the Tribune Company insolvent. The plaintiff has asserted claims against certain insiders, major shareholders, professional advisers, and others involved in the LBO. The plaintiff is also attempting to obtain from former Tribune shareholders, including the Rydex Series Funds, the proceeds they received in connection with the LBO.

In June 2011, a group of Tribune creditors filed multiple actions against former Tribune shareholders involving state law constructive fraudulent conveyance claims arising out of the 2007 LBO (the “SLCFC actions”). Rydex Series Funds has been named as a defendant in one or more of these suits. In those actions, the creditors seek to recover from Tribune’s former shareholders the proceeds received in connection with the 2007 LBO.

None of these lawsuits alleges any wrongdoing on the part of Rydex Series Funds. The following series of Rydex Series Funds held shares of Tribune and tendered these shares as part of Tribune’s LBO: Nova Fund, S&P 500^® Pure Value Fund, Multi-Cap Core Equity Fund, S&P 500^® Fund, Multi-Hedge Strategies Fund and Hedged Equity Fund (the “Funds”). The value of the proceeds received by the foregoing Funds was $28,220, $109,242, $9,860, $3,400, $1,181,160, and $10,880, respectively. At this stage of the proceedings, Rydex Series Funds is not able to make a reliable predication as to the outcome of these lawsuits or the effect, if any, on a Fund’s net asset value.


60 \| THE RYDEX FUNDS SEMI-ANNUAL REPORT

NOTES TO FINANCIAL STATEMENTS (Unaudited)(concluded)

Lyondell Chemical Company

On April 7, 2014, the plaintiff filed a Third Amended Complaint. In the related action entitled Weisfelner, as Trustee of the LB Litigation Trust v. A. Holmes & H. Holmes TTEE (In re Lyondell Co.), Adversary Proceeding No. 10-5525 (Bankr. S.D.N.Y.) (the “Litigation Trust action”), the plaintiff also filed a Second Amended Complaint that alleges a claim against the former Lyondell shareholders under federal law for intentional fraudulent transfer.


	THE RYDEX FUNDS SEMI-ANNUAL REPORT \| 61

OTHER INFORMATION (Unaudited)

Proxy Voting Information

Quarterly Portfolio Schedules Information

Office Locations

The offices of Guggenheim Investments can be found in the following locations:

330 Madison Avenue
10th Floor
New York, NY 10017
(Headquarters)

Four Irvington Centre
805 King Farm Boulevard
Suite 600
Rockville, MD 20850

9401 Indian Creek Parkway
40 Corporate Woods
Suite 850
Overland Park, KS 66210

Distributor Change


62 \| THE RYDEX FUNDS SEMI-ANNUAL REPORT

OTHER INFORMATION (Unaudited)(continued)

Board Considerations in Approving the Investment Advisory Agreement

In reaching the conclusion to approve the continuation of the Investment Advisory Agreement, the Independent Trustees requested and obtained from the Advisor such information as the Independent Trustees deemed reasonably necessary to evaluate the Investment Advisory Agreement. The Advisor provided the Board with a wide variety of information, including comparisons of Fund performance and fees relative to comparable peer funds in advance of the May 15, 2014 Meeting. The Independent Trustees carefully evaluated the information provided as well as information they received throughout the year as part of their regular oversight of the Funds. At the Meetings, independent legal counsel advised the Independent Trustees with respect to their deliberations and their fiduciary responsibilities associated with the Board’s consideration of the continuation of the Investment Advisory Agreement. The Board also received a memorandum from Fund counsel regarding the Board’s responsibilities when considering the approval of an investment advisory agreement.

During the Meetings, the Board, including the Independent Trustees, evaluated a number of considerations, including among others: (a) the nature, extent and quality of the Advisor’s investment advisory 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) a comparison of the Funds’ advisory fees to the fees charged to comparable funds or accounts, paying special attention to the absence of breakpoints in these fees and the Advisor’s rationale for not including breakpoints; (f) each Fund’s overall fees and operating expenses compared with those of peer funds; (g) the Advisor’s profitability with respect to its Fund-related operations; (h) the Advisor’s compliance systems; (i) the Advisor’s policies and compliance procedures applicable to personal securities transactions; (j) the Advisor’s reputation, expertise and resources in the financial markets; and (k) Fund performance compared with that of peer funds and/or appropriate benchmarks. In its deliberations, the Board did not identify any particular factor as controlling, noting that each Trustee could attribute different weights to the various factors considered.

•

Nature, Extent and Quality of Services Provided by the Advisor. At the Meetings, the Board reviewed the scope of services to be provided by the Advisor under the Investment Advisory 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 during the upcoming year. The Board also considered the Advisor’s representations to the Board that the Advisor would continue to provide investment and related services that were of materially the same quality and quantity as services provided to the Funds in the past, and that these services are appropriate in scope and extent in light of the Funds’ operations, the competitive landscape of the investment company business and investor needs.

•

Fund Expenses and Performance of the Funds and the Advisor. At the Meetings, the Board reviewed statistical information provided by the Advisor regarding the expense ratio components and performance of each Fund. The Advisor engaged FUSE Research Network LLC (“FUSE”), an independent, third party research provider, to prepare advisory contract renewal reports to help the Board fulfill its advisory contract renewal responsibilities. The reports compared the Funds’ fees, expenses and total return performance to those of comparable funds in the Funds’ peer group and the broader peer universe, as determined by FUSE. Statistical information in the FUSE reports related to the expense ratio components was based on a comparison of the Funds’ and peer funds’ actual advisory fees, waivers/reimbursements, and gross and net total expenses. The Board also considered the Advisor’s representation


	THE RYDEX FUNDS SEMI-ANNUAL REPORT \| 63

OTHER INFORMATION (Unaudited)(concluded)

•

Costs of Services Provided to the Funds and Profits Realized by the Advisor and its Affiliates. At the Meetings, the Board reviewed information about the profitability of the Funds to the Advisor based on the advisory fees payable under the current Investment Advisory Agreement for the last calendar year. At the Meetings, the Board also analyzed the Funds’ expenses, including the investment advisory fees paid to the Advisor, and reviewed reports comparing the expense ratios of the Funds to those of other comparable funds. The Board also reviewed information regarding the 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 and/or its affiliates. The Board also discussed the Advisor’s profit margin as reflected in the Advisor’s profitability analysis.

•

Other Benefits to the Advisor and/or its Affiliates. In addition to evaluating the services provided by the Advisor, the Board considered the nature and amount of other benefits received by the Advisor and its affiliates as a result of their relationship with the Funds. In particular, the Board considered the nature, extent and quality of the administrative, distribution, and shareholder services performed by the Advisor’s affiliates and the fees paid to the Advisor’s affiliates for those services under separate agreements. In light of the costs of providing services pursuant to the separate agreements as well as the Advisor’s and its affiliates’ commitment to the Funds, the ancillary benefits the Advisor and its affiliates received were considered reasonable. The Board also noted that the Advisor reports portfolio transactions on behalf of the Funds, including the cost of such transactions, placed through an affiliate of the Funds or the Advisor at each quarterly Board meeting.


64 \| THE RYDEX FUNDS SEMI-ANNUAL REPORT

INFORMATION ON BOARD OF TRUSTEES AND OFFICERS (Unaudited)

Name, Address* and Year of Birth of Trustee	Position(s) Held with the Trust, Term of Office and Length of Time Served	Principal Occupation(s) During Past 5 Years	Number of Portfolios in Fund Complex Overseen by Trustee***	Other Directorships Held by Trustee
INTERESTED TRUSTEE
Donald C. Cacciapaglia** (1951)	Trustee from 2012 to present.	Current: President and CEO, certain other funds in the Fund Complex (2012-present); Vice Chairman, Guggenheim Investments (2010-present). Former: Chairman and CEO, Channel Capital Group, Inc. (2002-2010).	220	Delaware Life (2013-present); Guggenheim Life and Annuity Company (2011-present); Paragon Life Insurance Company of Indiana (2011-present).
INDEPENDENT TRUSTEES
Corey A. Colehour (1945)	Trustee and Member of the Audit, Governance, Nominating, and Investment and Performance Committees from 1998 to present.	Retired.	131	None.
J. Kenneth Dalton (1941)	Trustee, Member and Chairman of the Audit Committee, and Member of the Governance and Nominating Committees from 1998 to present; and Member of the Risk Oversight Committee from 2010 to present.	Retired.	131	Trustee of Epiphany Funds (4) (2009-present).
John O. Demaret (1940)	Vice Chairman of the Board of Trustees from 2014 to present; Trustee from 1998 to present and Chairman of the Board from 2006 to 2014; Member and Chairman of the Audit Committee from 1998 to present; and Member of the Risk Oversight Committee from 2010 to present.	Retired.	131	None.
Werner E. Keller (1940)	Chairman of the Board from 2014 to present; Vice Chairman of the Board of Trustees from 2010 to 2014; Trustee and Member of the Audit, Governance, and Nominating Committees from 2005 to present; and Chairman and Member of the Risk Oversight Committee from 2010 to present.	Current: Founder and President, Keller Partners, LLC (investment research firm) (2005-present).	131	None.


	THE RYDEX FUNDS SEMI-ANNUAL REPORT \| 65

INFORMATION ON BOARD OF TRUSTEES AND OFFICERS (Unaudited)(continued)

Name, Address* and Year of Birth of Trustee	Position(s) Held with the Trust, Term of Office and Length of Time Served	Principal Occupation(s) During Past 5 Years	Number of Portfolios in Fund Complex Overseen by Trustee***	Other Directorships Held by Trustee
INDEPENDENT TRUSTEES - concluded
Thomas F. Lydon, Jr. (1960)	Trustee and Member of the Audit, Governance, and Nominating Committees from 2005 to present.	Current: President, Global Trends Investments (registered investment adviser) (1996-present).	131	US Global Investors (GROW) (1995-present).
Patrick T. McCarville (1942)	Trustee, Member of the Audit Committee, and Chairman and Member of the Governance and Nominating Committees from 1998 to present.	Retired. Former: Chief Executive Officer, Par Industries, Inc., d/b/a Par Leasing (1977-2010).	131	None.

Name, Address* and Year of Birth	Position(s) Held with the Trust, Term of Office and Length of Time Served	Principal Occupation(s) During Past 5 Years
OFFICERS
Donald C. Cacciapaglia (1951)	President (2012-present).	Current: President and CEO, certain other funds in the Fund Complex (2012-present); Vice Chairman, Guggenheim Investments (2010-present). Former: Chairman and CEO, Channel Capital Group Inc. (2002-2010).
Michael P. Byrum (1970)	Vice President (1999-present).	Current: Senior Vice President, Security Investors, LLC (2010-present); President and Chief Investment Officer, Rydex Holdings, LLC (2008-present); Director and Chairman, Advisory Research Center, Inc. (2006-present); Manager, Guggenheim Specialized Products, LLC (2005-present). Former: Vice President, Guggenheim Distributors, LLC (2009); Director (2009-2010) and Secretary (2002-2010), Rydex Fund Services, LLC; Director (2008-2010), Chief Investment Officer (2006-2010), President (2004-2010) and Secretary (2002-2010), Rydex Advisors, LLC; Director (2008-2010), Chief Investment Officer (2006-2010), President (2004-2010) and Secretary (2002-2010), Rydex Advisors II, LLC.
Nikolaos Bonos (1963)	Vice President and Treasurer (2003-present).	Current: Senior Vice President, Security Investors, LLC (2010-present); Chief Executive Officer, Guggenheim Specialized Products, LLC (2009-present); Chief Executive Officer & President, Rydex Fund Services, LLC (2009-present); Vice President, Rydex Holdings, LLC (2008-present). Former: Senior Vice President, Security Global Investors, LLC (2010-2011); and Senior Vice President, Rydex Advisors, LLC and Rydex Advisors II, LLC (2006-2011).


66 \| THE RYDEX FUNDS SEMI-ANNUAL REPORT

INFORMATION ON BOARD OF TRUSTEES AND OFFICERS (Unaudited)(concluded)

Name, Address* and Year of Birth	Position(s) Held with the Trust, Term of Office and Length of Time Served	Principal Occupation(s) During Past 5 Years
OFFICERS - concluded
Elisabeth Miller (1968)	Chief Compliance Officer (2012-present).	Current: CCO, certain other funds in the Fund Complex (2012-present); CCO, Security Investors, LLC (2012-present); CCO, Guggenheim Funds Investment Advisors, LLC (2012-present); Vice President, Guggenheim Funds Distributors, LLC (March 2014-present). Former: CCO, Guggenheim Distributors, LLC (2009-March 2014); Senior Manager, Security Investors, LLC (2004-2009); Senior Manager, Guggenheim Distributors, LLC (2004-2009).
Joseph M. Arruda (1966)	Assistant Treasurer (2006-present).	Current: Assistant Treasurer, certain other funds in the Fund Complex (2006-present); Vice President, Security Investors, LLC (2010-present); CFO and Manager, Guggenheim Specialized Products, LLC (2009-present). Former: Vice President, Security Global Investors, LLC (2010-2011); Vice President, Rydex Advisors, LLC (2010); Vice President, Rydex Advisors II, LLC (2010).
Amy J. Lee (1961)	Vice President (2009-present) and Secretary (2012-present).	Current: Chief Legal Officer, certain other funds in the Fund Complex (2012-present); Senior Managing Director, Guggenheim Investments (2012-present). Former: Vice President, Associate General Counsel and Assistant Secretary, Security Benefit Life Insurance Company and Security Benefit Corporation (2004-2012).

*	All Trustees and Officers may be reached c/o Guggenheim Investments, 805 King Farm Boulevard, Suite 600, Rockville, MD 20850.
**	Mr. Cacciapaglia is an “interested” person of the Trust, as that term is defined in the 1940 Act by virtue of his affiliation with the Adviser’s parent company.
***	The “Fund Complex” includes all closed-end and open-end funds (including all of their portfolios) advised by the Adviser and any funds that have an investment adviser or servicing agent that is an affiliated person of the Adviser. Information provided is as of the date of this report.


	THE RYDEX FUNDS SEMI-ANNUAL REPORT \| 67

GUGGENHEIM INVESTMENTS PRIVACY POLICIES (Unaudited)

Our Commitment to You

The Information We Collect About You

How We Handle Your Personal Information

Opt Out Provisions


68 \| THE RYDEX FUNDS SEMI-ANNUAL REPORT

GUGGENHEIM INVESTMENTS PRIVACY POLICIES (Unaudited)(concluded)

How We Protect Privacy Online

How We Safeguard Your Personal Information

We’ll Keep You Informed


	THE RYDEX FUNDS SEMI-ANNUAL REPORT \| 69

Item 2. Code of Ethics.

Not applicable at this time.

Item 3. Audit Committee Financial Expert.

Not applicable at this time.

Item 4. Principal Accountant Fees and Services.

Not applicable at this time.

Item 5. Audit Committee of Listed Registrants.

Not applicable.

Item 6. Investments.

Schedule of Investments is included as part of the report to shareholders filed under Item 1 of this form.

Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies.

Not applicable.

Item 8. Portfolio Managers of Closed-End Management Investment Companies.

Not applicable.

Item 9. Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers.

Not applicable.

Item 10. Submission of Matters to a Vote of Security Holders.

Not applicable.

Item 11. Controls and Procedures.

(a)

The registrant’s President (principal executive officer) and Treasurer (principal financial officer) have evaluated the registrant’s disclosure controls and procedures within 90 days of this filing and have concluded that the registrant’s disclosure controls and procedures were effective as of that date in ensuring that information required to be disclosed by the registrant in this Form N-CSR was recorded, processed, summarized, and reported timely.

(b)

The registrant’s principal executive officer and principal financial officer are aware of no change in the registrant’s internal control over financial reporting that occurred during the registrant’s second fiscal quarter covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.

Item 12. Exhibits.

(a)(2)

Separate certifications by the President (principal executive officer) and Treasurer (principal financial officer) of the registrant as required by Rule 30a-2(a) under the Act (17 CFR 270.30a-2(a)) are attached.

(b)	A certification by the registrant’s President (principal executive officer) and Treasurer (principal financial officer) as required by Rule 30a-2(b) under the Act (17 CFR 270.30a-2(b)) is attached.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

(Registrant)	Rydex Series Funds

By (Signature and Title)*	/s/ Donald C. Cacciapaglia
	Donald C. Cacciapaglia, President

Date	December 9, 2014

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

By (Signature and Title)*	/s/ Donald C. Cacciapaglia
	Donald C. Cacciapaglia, President

Date	December 9, 2014

By (Signature and Title)*	/s/ Nikolaos Bonos
	Nikolaos Bonos, Vice President and Treasurer

Date	December 9, 2014

^* Print the name and title of each signing officer under his or her signature.

Name, Address* and Year of Birth	Position(s) Held with the Trust, Term of Office and Length of Time Served	Principal Occupation(s) During Past 5 Years
OFFICERS
Donald C. Cacciapaglia (1951)	President (2012-present).	Current: President and CEO, certain other funds in the Fund Complex (2012-present); Vice Chairman, Guggenheim Investments (2010-present). Former: Chairman and CEO, Channel Capital Group Inc. (2002-2010).
Michael P. Byrum (1970)	Vice President (1999-present).	Current: Senior Vice President, Security Investors, LLC (2010-present); President and Chief Investment Officer, Rydex Holdings, LLC (2008-present); Director and Chairman, Advisory Research Center, Inc. (2006-present); Manager, Guggenheim Specialized Products, LLC (2005-present). Former: Vice President, Guggenheim Distributors, LLC (2009); Director (2009-2010) and Secretary (2002-2010), Rydex Fund Services, LLC; Director (2008-2010), Chief Investment Officer (2006-2010), President (2004-2010) and Secretary (2002-2010), Rydex Advisors, LLC; Director (2008-2010), Chief Investment Officer (2006-2010), President (2004-2010) and Secretary (2002-2010), Rydex Advisors II, LLC.
Nikolaos Bonos (1963)	Vice President and Treasurer (2003-present).	Current: Senior Vice President, Security Investors, LLC (2010-present); Chief Executive Officer, Guggenheim Specialized Products, LLC (2009-present); Chief Executive Officer & President, Rydex Fund Services, LLC (2009-present); Vice President, Rydex Holdings, LLC (2008-present). Former: Senior Vice President, Security Global Investors, LLC (2010-2011); and Senior Vice President, Rydex Advisors, LLC and Rydex Advisors II, LLC (2006-2011).

*	All Trustees and Officers may be reached c/o Guggenheim Investments, 805 King Farm Boulevard, Suite 600, Rockville, MD 20850.
**	Mr. Cacciapaglia is an "interested" person of the Trust, as that term is defined in the 1940 Act by virtue of his affiliation with the Adviser's parent company.
***	The "Fund Complex" includes all closed-end and open-end funds (including all of their portfolios) advised by the Adviser and any funds that have an investment adviser or servicing agent that is an affiliated person of the Adviser. Information provided is as of the date of this report.

Domestic Equity Funds
Nova Fund
S&P 500^® Fund
Inverse S&P 500^® Strategy Fund
Inverse NASDAQ-100^® Strategy Fund
Mid-Cap 1.5x Strategy Fund
Inverse Mid-Cap Strategy Fund
Russell 2000^® 1.5x Strategy Fund
Russell 2000^® Fund
Inverse Russell 2000^® Strategy Fund

Inception Dates:
Investor Class	July 12, 1993
Advisor Class	October 15, 1998
A-Class	March 31, 2004
C-Class	March 14, 2001
H-Class	September 18, 2014

	Shares		Value

COMMON STOCKS† - 61.4%

CONSUMER, NON-CYCLICAL - 13.8%
Johnson & Johnson		12,967	$	1,382,152
Procter & Gamble Co.		12,449		1,042,480
Pfizer, Inc.		29,154		862,083
Merck & Company, Inc.		13,263		786,231
Coca-Cola Co.		18,149		774,236
Gilead Sciences, Inc.*		6,950		739,828
PepsiCo, Inc.		6,928		644,928
Philip Morris International, Inc.		7,182		598,979
Amgen, Inc.		3,493		490,627
AbbVie, Inc.		7,318		422,688
Altria Group, Inc.		9,119		418,927
Bristol-Myers Squibb Co.		7,623		390,145
UnitedHealth Group, Inc.		4,467		385,278
Biogen Idec, Inc.*		1,086		359,260
Celgene Corp.*		3,676		348,411
MasterCard, Inc. — Class A		4,525		334,488
Eli Lilly & Co.		4,521		293,187
Actavis plc*		1,215		293,155
Abbott Laboratories		6,914		287,553
Medtronic, Inc.		4,504		279,023
Mondelez International, Inc. — Class A		7,751		265,588
Colgate-Palmolive Co.		3,947		257,423
Allergan, Inc.		1,366		243,408
Express Scripts Holding Co.*		3,427		242,049
McKesson Corp.		1,065		207,324
Kimberly-Clark Corp.		1,719		184,913
Automatic Data Processing, Inc.		2,211		183,690
Covidien plc		2,077		179,682
Baxter International, Inc.		2,491		178,780
Kraft Foods Group, Inc.		2,731		154,028
Archer-Daniels-Midland Co.		2,968		151,665
Alexion Pharmaceuticals, Inc.*		910		150,896
WellPoint, Inc.		1,261		150,841
General Mills, Inc.		2,816		142,067
Aetna, Inc.		1,630		132,030
Vertex Pharmaceuticals, Inc.*		1,095		122,979
Regeneron Pharmaceuticals, Inc.*		339		122,216
Kroger Co.		2,248		116,895
Cardinal Health, Inc.		1,548		115,976
Stryker Corp.		1,375		111,031
Cigna Corp.		1,213		110,007
McGraw Hill Financial, Inc.		1,246		105,224
Sysco Corp.		2,698		102,389
Becton Dickinson and Co.		882		100,380
Lorillard, Inc.		1,655		99,151
Humana, Inc.		709		92,376
Perrigo Company plc		615		92,367
Mead Johnson Nutrition Co. — Class A		930		89,485
Zoetis, Inc.		2,304		85,133
Reynolds American, Inc.		1,417		83,603
Moody’s Corp.		855		80,798
St. Jude Medical, Inc.		1,309		78,710
Mylan, Inc.*		1,720		78,243
Zimmer Holdings, Inc.		777		78,127
Estee Lauder Companies, Inc. — Class A		1,034		77,260
Intuitive Surgical, Inc.*		165		76,200
AmerisourceBergen Corp. — Class A		980		75,754
Keurig Green Mountain, Inc.		560		72,873
Kellogg Co.		1,176		72,442
Boston Scientific Corp.*		6,095		71,982
Constellation Brands, Inc. — Class A*		770		67,113
Brown-Forman Corp. — Class B		726		65,500
Hershey Co.		686		65,465
ConAgra Foods, Inc.		1,943		64,197
Alliance Data Systems Corp.*		255		63,309
Whole Foods Market, Inc.		1,661		63,301
Monster Beverage Corp.*		661		60,594
DaVita HealthCare Partners, Inc.*		790		57,781
Dr Pepper Snapple Group, Inc.		897		57,686
Clorox Co.		592		56,856
Molson Coors Brewing Co. — Class B		732		54,490
Tyson Foods, Inc. — Class A		1,347		53,031
Edwards Lifesciences Corp.*		488		49,849
United Rentals, Inc.*		441		48,995
CR Bard, Inc.		343		48,950
Mallinckrodt plc*		521		46,968
JM Smucker Co.		468		46,327
Coca-Cola Enterprises, Inc.		1,039		46,090
Universal Health Services, Inc. — Class B		419		43,785
CareFusion Corp.*		933		42,218
Equifax, Inc.		560		41,854
Hospira, Inc.*		776		40,375
Quest Diagnostics, Inc.		664		40,291
McCormick & Company, Inc.		597		39,939
Laboratory Corporation of America Holdings*		390		39,683
H&R Block, Inc.		1,265		39,228
Western Union Co.		2,436		39,073
Varian Medical Systems, Inc.*		474		37,977
Safeway, Inc.		1,059		36,324
Quanta Services, Inc.*		997		36,181
Campbell Soup Co.		823		35,167
Hormel Foods Corp.		618		31,759
Cintas Corp.		444		31,342
Robert Half International, Inc.		632		30,968
DENTSPLY International, Inc.		652		29,731
ADT Corp.		800		28,368
Tenet Healthcare Corp.*		450		26,726
Avon Products, Inc.		1,998		25,175
Total System Services, Inc.		760		23,530
Avery Dennison Corp.		431		19,244
Patterson Companies, Inc.		398		16,489
Total Consumer, Non-cyclical				18,061,573

	Shares		Value

FINANCIAL - 10.2%
Berkshire Hathaway, Inc. — Class B*		8,382	$	1,157,889
Wells Fargo & Co.		21,842		1,132,945
JPMorgan Chase & Co.		17,294		1,041,791
Bank of America Corp.		48,350		824,368
Citigroup, Inc.		13,939		722,319
Visa, Inc. — Class A		2,263		482,856
American Express Co.		4,138		362,241
American International Group, Inc.		6,561		354,426
U.S. Bancorp		8,285		346,562
Goldman Sachs Group, Inc.		1,884		345,846
MetLife, Inc.		5,171		277,787
Morgan Stanley		7,041		243,407
Simon Property Group, Inc.		1,429		234,956
PNC Financial Services Group, Inc.		2,485		212,666
Capital One Financial Corp.		2,581		210,661
Bank of New York Mellon Corp.		5,203		201,511
BlackRock, Inc. — Class A		580		190,425
Prudential Financial, Inc.		2,115		185,993
American Tower Corp. — Class A		1,821		170,500
ACE Ltd.		1,543		161,814
Charles Schwab Corp.		5,273		154,973
Travelers Companies, Inc.		1,559		146,453
State Street Corp.		1,947		143,319
Discover Financial Services		2,124		136,764
Marsh & McLennan Companies, Inc.		2,503		131,007
Crown Castle International Corp.		1,535		123,614
BB&T Corp.		3,308		123,090
Allstate Corp.		1,993		122,310
Aflac, Inc.		2,083		121,335
Aon plc		1,335		117,039
CME Group, Inc. — Class A		1,452		116,095
Public Storage		667		110,615
Ameriprise Financial, Inc.		861		106,230
Equity Residential		1,663		102,407
Intercontinental Exchange, Inc.		522		101,816
Chubb Corp.		1,106		100,734
Franklin Resources, Inc.		1,811		98,899
T. Rowe Price Group, Inc.		1,209		94,786
Health Care REIT, Inc.		1,490		92,932
SunTrust Banks, Inc.		2,441		92,831
Prologis, Inc.		2,299		86,672
AvalonBay Communities, Inc.		603		85,005
Ventas, Inc.		1,353		83,818
HCP, Inc.		2,110		83,788
Boston Properties, Inc.		704		81,495
Vornado Realty Trust		802		80,168
Invesco Ltd.		1,989		78,526
Weyerhaeuser Co.		2,429		77,388
Fifth Third Bancorp		3,836		76,797
Hartford Financial Services Group, Inc.		2,059		76,698
M&T Bank Corp.		607		74,837
Host Hotels & Resorts, Inc.		3,480		74,228
Northern Trust Corp.		1,018		69,255
General Growth Properties, Inc.		2,885		67,942
Principal Financial Group, Inc.		1,257		65,955
Lincoln National Corp.		1,200		64,296
Regions Financial Corp.		6,338		63,634
Progressive Corp.		2,475		62,568
Loews Corp.		1,402		58,407
KeyCorp		4,031		53,733
Essex Property Trust, Inc.		292		52,195
Affiliated Managers Group, Inc.*		255		51,092
Comerica, Inc.		831		41,434
Kimco Realty Corp.		1,890		41,410
Macerich Co.		647		41,298
XL Group plc — Class A		1,221		40,501
Unum Group		1,172		40,293
CBRE Group, Inc. — Class A*		1,283		38,156
Huntington Bancshares, Inc.		3,756		36,546
Navient Corp.		1,928		34,145
Cincinnati Financial Corp.		677		31,853
Plum Creek Timber Company, Inc.		814		31,754
Torchmark Corp.		600		31,422
ETRADE Financial Corp.		1,327		29,977
Genworth Financial, Inc. — Class A*		2,283		29,907
Zions Bancorporation		932		27,084
Iron Mountain, Inc.		790		25,794
Legg Mason, Inc.		469		23,994
NASDAQ OMX Group, Inc.		543		23,034
Hudson City Bancorp, Inc.		2,212		21,500
Apartment Investment & Management Co. — Class A		672		21,383
Assurant, Inc.		328		21,090
People’s United Financial, Inc.		1,427		20,649
Total Financial				13,419,933

TECHNOLOGY - 8.3%
Apple, Inc.		27,531		2,773,747
Microsoft Corp.		37,885		1,756,349
International Business Machines Corp.		4,266		809,815
Intel Corp.		22,764		792,642
QUALCOMM, Inc.		7,706		576,178
Oracle Corp.		14,952		572,362
Hewlett-Packard Co.		8,581		304,368
EMC Corp.		9,327		272,908
Accenture plc — Class A		2,902		235,991
Texas Instruments, Inc.		4,908		234,063
Micron Technology, Inc.*		4,923		168,662
salesforce.com, Inc.*		2,647		152,282
Adobe Systems, Inc.*		2,172		150,281
Cognizant Technology Solutions Corp. — Class A*		2,795		125,132
Applied Materials, Inc.		5,602		121,059

	Shares		Value

DIVERSIFIED - 0.0%
Leucadia National Corp.		1,457	$	34,735

Total Common Stocks
(Cost $51,624,072)				80,545,969

MUTUAL FUNDS† - 24.5%
Guggenheim Strategy Fund I2		1,289,957		32,132,831
Total Mutual Funds
(Cost $32,158,981)				32,132,831

	Face Amount

REPURCHASE AGREEMENTS††,3 - 6.7%
RBC Capital Markets issued 09/30/14 at (0.05)% due 10/01/14	$	3,813,079		3,813,079
Mizuho Financial Group, Inc. issued 09/30/14 at 0.01% due 10/01/14		2,229,548		2,229,548
UMB Financial Corp. issued 09/30/14 at 0.00% due 10/01/14		1,576,632		1,576,632
HSBC Group issued 09/30/14 at 0.00% due 10/01/14		983,807		983,807
Credit Suisse Group issued 09/30/14 at (0.05)% due 10/01/144		163,960		163,960
Total Repurchase Agreements
(Cost $8,767,026)				8,767,026

SECURITIES LENDING COLLATERAL††,5 - 0.0%
Repurchase Agreements
HSBC Securities, Inc. issued 09/30/14 at 0.00% due 10/01/14		5,315		5,315
BNP Paribas Securities Corp. issued 09/30/14 at 0.00% due 10/01/14		871		871
Total Securities Lending Collateral
(Cost $6,186)				6,186

Total Investments - 92.6%
(Cost $92,556,265)			$	121,452,012
Other Assets & Liabilities, net - 7.4%				9,736,006
Total Net Assets - 100.0%			$	131,188,018

	Contracts		Unrealized Gain (Loss)

EQUITY FUTURES CONTRACTS PURCHASED†
December 2014 S&P 500 Index Mini Futures Contracts (Aggregate Value of Contracts $56,486,563)		575	$	(686,745	)

	Units

OTC EQUITY INDEX SWAP AGREEMENTS††
Goldman Sachs International October 2014 S&P 500 Index Swap, Terminating 10/28/146 (Notional Value $3,595,730)		1,823	$	6,149
Credit Suisse Capital, LLC October 2014 S&P 500 Index Swap, Terminating 10/29/146 (Notional Value $2,926,334)		1,484		1,432
Barclays Bank plc October 2014 S&P 500 Index Swap, Terminating 10/31/146 (Notional Value $53,157,037)		26,952		(278,588	)
(Total Notional Value $59,679,101)			$	(271,007	)

STATEMENT OF OPERATIONS (Unaudited)
Period Ended September 30, 2014 **

Investment Income:
Dividends (net of foreign withholding tax of $13)	$	1,077,578
Interest		742
Income from securities lending, net		240
Total investment income		1,078,560

Expenses:
Management fees		487,697
Transfer agent and administrative fees		162,566
Distribution and service fees:
Advisor Class		42,543
A-Class		2,240
C-Class		53,913
H-Class		10
Portfolio accounting fees		65,026
Custodian fees		7,653
Trustees’ fees*		4,550
Line of credit interest expense		86
Miscellaneous		112,355
Total expenses		938,639
Net investment income		139,921

Net Realized and Unrealized Gain (Loss):
Net realized gain (loss) on:
Investments		2,603,419
Swap agreements		3,500,877
Futures contracts		3,737,986
Net realized gain		9,842,282
Net change in unrealized appreciation (depreciation) on:
Investments		2,397,259
Swap agreements		(607,610	)
Futures contracts		(959,002	)
Net change in unrealized appreciation (depreciation)		830,647
Net realized and unrealized gain		10,672,929
Net increase in net assets resulting from operations	$	10,812,850

Inception Dates:
A-Class	May 31, 2006
C-Class	May 31, 2006
H-Class	May 31, 2006

SCHEDULE OF INVESTMENTS (Unaudited)	September 30, 2014
S&P 500® Fund

	Shares		Value

COMMON STOCKS† - 83.3%

CONSUMER, NON-CYCLICAL - 18.7%
Johnson & Johnson		36,272	$	3,866,232
Procter & Gamble Co.		34,823		2,916,078
Pfizer, Inc.		81,550		2,411,434
Merck & Company, Inc.		37,099		2,199,229
Coca-Cola Co.		50,767		2,165,720
Gilead Sciences, Inc.*		19,442		2,069,601
PepsiCo, Inc.		19,379		1,803,991
Philip Morris International, Inc.		20,091		1,675,590
Amgen, Inc.		9,769		1,372,154
AbbVie, Inc.		20,471		1,182,405
Altria Group, Inc.		25,509		1,171,883
Bristol-Myers Squibb Co.		21,322		1,091,260
UnitedHealth Group, Inc.		12,496		1,077,780
Biogen Idec, Inc.*		3,037		1,004,670
Celgene Corp.*		10,283		974,623
MasterCard, Inc. — Class A		12,659		935,752
Actavis plc*		3,399		820,111
Eli Lilly & Co.		12,645		820,028
Abbott Laboratories		19,339		804,309
Medtronic, Inc.		12,598		780,445
Mondelez International, Inc. — Class A		21,682		742,933
Colgate-Palmolive Co.		11,041		720,094
Allergan, Inc.		3,822		681,042
Express Scripts Holding Co.*		9,587		677,130
McKesson Corp.		2,979		579,922
Kimberly-Clark Corp.		4,809		517,304
Automatic Data Processing, Inc.		6,185		513,850
Covidien plc		5,810		502,623
Baxter International, Inc.		6,966		499,950
Kraft Foods Group, Inc.		7,639		430,840
Archer-Daniels-Midland Co.		8,302		424,232
WellPoint, Inc.		3,527		421,900
Alexion Pharmaceuticals, Inc.*		2,544		421,846
General Mills, Inc.		7,878		397,445
Aetna, Inc.		4,561		369,441
Vertex Pharmaceuticals, Inc.*		3,062		343,893
Regeneron Pharmaceuticals, Inc.*		949		342,133
Kroger Co.		6,288		326,976
Cardinal Health, Inc.		4,330		324,404
Stryker Corp.		3,846		310,565
Cigna Corp.		3,393		307,711
McGraw Hill Financial, Inc.		3,484		294,224
Sysco Corp.		7,546		286,371
Becton Dickinson and Co.		2,467		280,769
Lorillard, Inc.		4,630		277,383
Humana, Inc.		1,984		258,495
Perrigo Company plc		1,721		258,477
Mead Johnson Nutrition Co. — Class A		2,600		250,172
Zoetis, Inc.		6,446		238,180
Reynolds American, Inc.		3,963		233,817
Moody’s Corp.		2,390		225,855
St. Jude Medical, Inc.		3,661		220,136
Mylan, Inc.*		4,811		218,852
Zimmer Holdings, Inc.		2,172		218,395
Estee Lauder Companies, Inc. — Class A		2,893		216,165
Intuitive Surgical, Inc.*		462		213,361
AmerisourceBergen Corp. — Class A		2,741		211,879
Keurig Green Mountain, Inc.		1,567		203,914
Kellogg Co.		3,288		202,541
Boston Scientific Corp.*		17,050		201,361
Constellation Brands, Inc. — Class A*		2,155		187,830
Brown-Forman Corp. — Class B		2,032		183,327
Hershey Co.		1,919		183,130
ConAgra Foods, Inc.		5,434		179,539
Alliance Data Systems Corp.*		714		177,265
Whole Foods Market, Inc.		4,646		177,059
Monster Beverage Corp.*		1,849		169,498
DaVita HealthCare Partners, Inc.*		2,210		161,639
Dr Pepper Snapple Group, Inc.		2,510		161,418
Clorox Co.		1,657		159,138
Molson Coors Brewing Co. — Class B		2,047		152,379
Tyson Foods, Inc. — Class A		3,767		148,307
Edwards Lifesciences Corp.*		1,364		139,333
CR Bard, Inc.		960		137,002
United Rentals, Inc.*		1,233		136,986
Mallinckrodt plc*		1,457		131,349
JM Smucker Co.		1,309		129,578
Coca-Cola Enterprises, Inc.		2,905		128,866
Universal Health Services, Inc. — Class B		1,173		122,579
CareFusion Corp.*		2,609		118,057
Equifax, Inc.		1,566		117,043
Hospira, Inc.*		2,170		112,905
Quest Diagnostics, Inc.		1,857		112,683
McCormick & Company, Inc.		1,670		111,723
Laboratory Corporation of America Holdings*		1,092		111,111
H&R Block, Inc.		3,538		109,713
Western Union Co.		6,813		109,281
Varian Medical Systems, Inc.*		1,327		106,319
Safeway, Inc.		2,963		101,631
Quanta Services, Inc.*		2,788		101,177
Campbell Soup Co.		2,301		98,322
Hormel Foods Corp.		1,728		88,802
Cintas Corp.		1,243		87,743
Robert Half International, Inc.		1,768		86,632
DENTSPLY International, Inc.		1,823		83,128
ADT Corp.		2,238		79,359
Tenet Healthcare Corp.*		1,259		74,772
Avon Products, Inc.		5,590		70,434
Total System Services, Inc.		2,125		65,790
Avery Dennison Corp.		1,205		53,803
Patterson Companies, Inc.		1,113		46,112
Total Consumer, Non-cyclical				50,522,638

	Shares		Value

FINANCIAL - 13.9%
Berkshire Hathaway, Inc. — Class B*		23,446	$	3,238,830
Wells Fargo & Co.		61,097		3,169,102
JPMorgan Chase & Co.		48,374		2,914,050
Bank of America Corp.		135,245		2,305,927
Citigroup, Inc.		38,992		2,020,565
Visa, Inc. — Class A		6,331		1,350,846
American Express Co.		11,576		1,013,363
American International Group, Inc.		18,351		991,320
U.S. Bancorp		23,175		969,410
Goldman Sachs Group, Inc.		5,270		967,414
MetLife, Inc.		14,465		777,060
Morgan Stanley		19,696		680,891
Simon Property Group, Inc.		3,997		657,187
PNC Financial Services Group, Inc.		6,952		594,952
Capital One Financial Corp.		7,219		589,215
Bank of New York Mellon Corp.		14,554		563,677
BlackRock, Inc. — Class A		1,622		532,536
Prudential Financial, Inc.		5,916		520,252
American Tower Corp. — Class A		5,095		477,044
ACE Ltd.		4,317		452,724
Charles Schwab Corp.		14,751		433,532
Travelers Companies, Inc.		4,360		409,579
State Street Corp.		5,447		400,954
Discover Financial Services		5,941		382,541
Marsh & McLennan Companies, Inc.		7,000		366,380
Crown Castle International Corp.		4,294		345,796
BB&T Corp.		9,255		344,379
Allstate Corp.		5,574		342,076
Aflac, Inc.		5,827		339,423
Aon plc		3,736		327,535
CME Group, Inc. — Class A		4,062		324,777
Public Storage		1,865		309,291
Ameriprise Financial, Inc.		2,408		297,099
Equity Residential		4,652		286,470
Intercontinental Exchange, Inc.		1,459		284,578
Chubb Corp.		3,093		281,710
Franklin Resources, Inc.		5,066		276,654
T. Rowe Price Group, Inc.		3,383		265,227
Health Care REIT, Inc.		4,168		259,958
SunTrust Banks, Inc.		6,828		259,669
Prologis, Inc.		6,430		242,411
AvalonBay Communities, Inc.		1,687		237,816
Ventas, Inc.		3,785		234,481
HCP, Inc.		5,901		234,329
Boston Properties, Inc.		1,969		227,931
Vornado Realty Trust		2,245		224,410
Invesco Ltd.		5,565		219,706
Weyerhaeuser Co.		6,795		216,489
Fifth Third Bancorp		10,729		214,795
Hartford Financial Services Group, Inc.		5,759		214,523
M&T Bank Corp.		1,697		209,223
Host Hotels & Resorts, Inc.		9,735		207,648
Northern Trust Corp.		2,848		193,749
General Growth Properties, Inc.		8,071		190,072
Principal Financial Group, Inc.		3,515		184,432
Lincoln National Corp.		3,358		179,922
Regions Financial Corp.		17,729		177,999
Progressive Corp.		6,922		174,988
Loews Corp.		3,921		163,349
KeyCorp		11,277		150,322
Essex Property Trust, Inc.		816		145,860
Affiliated Managers Group, Inc.*		714		143,057
Comerica, Inc.		2,326		115,974
Kimco Realty Corp.		5,286		115,816
Macerich Co.		1,809		115,468
XL Group plc — Class A		3,415		113,276
Unum Group		3,277		112,663
CBRE Group, Inc. — Class A*		3,588		106,707
Huntington Bancshares, Inc.		10,508		102,243
Navient Corp.		5,394		95,528
Cincinnati Financial Corp.		1,894		89,113
Plum Creek Timber Company, Inc.		2,278		88,865
Torchmark Corp.		1,680		87,982
ETRADE Financial Corp.		3,713		83,877
Genworth Financial, Inc. — Class A*		6,387		83,670
Zions Bancorporation		2,608		75,788
Iron Mountain, Inc.		2,210		72,157
Legg Mason, Inc.		1,311		67,071
NASDAQ OMX Group, Inc.		1,519		64,436
Hudson City Bancorp, Inc.		6,188		60,147
Apartment Investment & Management Co. — Class A		1,879		59,790
Assurant, Inc.		918		59,027
People’s United Financial, Inc.		3,991		57,750
Total Financial				37,538,853

TECHNOLOGY - 11.3%
Apple, Inc.		77,010		7,758,757
Microsoft Corp.		105,973		4,912,908
International Business Machines Corp.		11,932		2,265,051
Intel Corp.		63,675		2,217,163
QUALCOMM, Inc.		21,555		1,611,667
Oracle Corp.		41,825		1,601,061
Hewlett-Packard Co.		24,002		851,351
EMC Corp.		26,091		763,422
Accenture plc — Class A		8,118		660,156
Texas Instruments, Inc.		13,730		654,784
Micron Technology, Inc.*		13,772		471,829
salesforce.com, Inc.*		7,404		425,952
Adobe Systems, Inc.*		6,077		420,468
Cognizant Technology Solutions Corp. — Class A*		7,819		350,057
Applied Materials, Inc.		15,670		338,629
Intuit, Inc.		3,651		320,010
SanDisk Corp.		2,884		282,488
Avago Technologies Ltd.		3,237		281,619

^a	Unaudited figures for the period ended September 30, 2014. Percentage amounts for the period, except total return and portfolio turnover rate, have been annualized.
^b	Net investment income (loss) per share was computed using average shares outstanding throughout the period.
^c	Distributions from net investment income are less than $0.01 per share.
^d	Total return does not reflect the impact of any applicable sales charges and has not been annualized.

Inception Dates:
Investor Class	January 7, 1994
Advisor Class	August 5, 1998
A-Class	March 31, 2004
C-Class	March 15, 2001
H-Class	September 18, 2014

SCHEDULE OF INVESTMENTS (Unaudited)	September 30, 2014
INVERSE S&P 500® STRATEGY FUND

	Shares		Value

MUTUAL FUNDS† - 24.1%
Guggenheim Strategy Fund I1		868,710	$	21,639,562
Total Mutual Funds
(Cost $21,707,282)				21,639,562

	Face Amount

FEDERAL AGENCY DISCOUNT NOTES†† - 39.0%
Freddie Mac2
0.09% due 10/29/14	$	15,000,000		14,999,865
0.10% due 11/12/14		10,000,000		9,999,850
Total Freddie Mac				24,999,715
Farmer Mac3
0.07% due 10/24/14		5,000,000		4,999,960
Federal Home Loan Bank3
0.07% due 11/19/14		5,000,000		4,999,910
Total Federal Agency Discount Notes
(Cost $34,997,083)				34,999,585

REPURCHASE AGREEMENTS††,4 - 22.2%
RBC Capital Markets issued 09/30/14 at (0.05)% due 10/01/14		7,997,699		7,997,699
Mizuho Financial Group, Inc. issued 09/30/14 at 0.01% due 10/01/14		4,676,340		4,676,340
UMB Financial Corp. issued 09/30/14 at 0.00% due 10/01/14		3,306,890		3,306,890
HSBC Group issued 09/30/14 at 0.00% due 10/01/14		2,063,475		2,063,475
Credit Suisse Group issued 09/30/14 at (0.05)% due 10/01/145		1,812,305		1,812,305
Total Repurchase Agreements
(Cost $19,856,709)				19,856,709

Total Investments - 85.3%
(Cost $76,561,074)			$	76,495,856
Other Assets & Liabilities, net - 14.7%				13,152,467
Total Net Assets - 100.0%			$	89,648,323

Inception Dates:
Investor Class	September 3, 1998
Advisor Class	August 1, 2003
A-Class	March 31, 2004
C-Class	March 7, 2001
H-Class	September 18, 2014

SCHEDULE OF INVESTMENTS (Unaudited)	September 30, 2014
INVERSE NASDAQ-100® STRATEGY FUND

	Shares		Value

MUTUAL FUNDS† - 23.2%
Guggenheim Strategy Fund I1		148,815	$	3,706,990
Total Mutual Funds
(Cost $3,714,696)				3,706,990

	Face Amount

REPURCHASE AGREEMENTS††,2 - 69.5%
RBC Capital Markets issued 09/30/14 at (0.05)% due 10/01/14	$	4,804,604		4,804,604
Mizuho Financial Group, Inc. issued 09/30/14 at 0.01% due 10/01/14		2,809,304		2,809,304
UMB Financial Corp. issued 09/30/14 at 0.00% due 10/01/14		1,986,608		1,986,608
HSBC Group issued 09/30/14 at 0.00% due 10/01/14		1,239,629		1,239,629
Credit Suisse Group issued 09/30/14 at (0.05)% due 10/01/143		237,487		237,487
Total Repurchase Agreements
(Cost $11,077,632)				11,077,632

Total Investments - 92.7%
(Cost $14,792,328)			$	14,784,622
Other Assets & Liabilities, net - 7.3%				1,162,268
Total Net Assets - 100.0%			$	15,946,890

*	Capital share activity for the period presented through February 21, 2014 has been restated to reflect a 1:5 reverse share split effective February 21, 2014. See Note 14 in Notes to Financial Statements.
**	Since commencement of operations: September 18, 2014

Investor Class	Period Ended September 30, 2014^a			Year Ended March 31, 2014^f			Year Ended March 28, 2013^f			Year Ended March 31, 2012^f			Year Ended March 31, 2011^f			Year Ended March 31, 2010^f
Per Share Data
Net asset value, beginning of period	$	33.09		$	43.91		$	46.95		$	59.62		$	75.34		$	125.44
Income (loss) from investment operations:
Net investment income (loss)^b		(.18	)		(.54	)		(.60	)		(.80	)		(.90	)		(1.25	)
Net gain (loss) on investments (realized and unrealized)		(4.11	)		(10.28	)		(2.44	)		(11.87	)		(14.82	)		(48.85	)
Total from investment operations		(4.29	)		(10.82	)		(3.04	)		(12.67	)		(15.72	)		(50.10	)
Net asset value, end of period	$	28.80		$	33.09		$	43.91		$	46.95		$	59.62		$	75.34

Total Return^c		(12.96	%)		(24.62	%)		(6.50	%)		(21.22	%)		(20.90	%)		(39.94	%)
Ratios/Supplemental Data
Net assets, end of period (in thousands)	$	7,224		$	6,865		$	7,709		$	8,792		$	32,978		$	21,137
Ratios to average net assets:
Net investment income (loss)		(1.14	%)		(1.44	%)		(1.32	%)		(1.38	%)		(1.30	%)		(1.35	%)
Total expenses^d		1.47	%		1.46	%		1.44	%		1.45	%		1.47	%		1.47	%
Portfolio turnover rate		—			—			—			—			—			—

Ten Largest Holdings (% of Total Net Assets)
Equinix, Inc.	0.6%
Skyworks Solutions, Inc.	0.5%
Hanesbrands, Inc.	0.5%
Endo International plc	0.5%
Salix Pharmaceuticals Ltd.	0.5%
Henry Schein, Inc.	0.5%
SL Green Realty Corp.	0.5%
Advance Auto Parts, Inc.	0.5%
Church & Dwight Company, Inc.	0.5%
Signet Jewelers Ltd.	0.5%
Top Ten Total	5.1%

“Ten Largest Holdings” exclude any temporary cash or derivative investments.

	Shares		Value

COMMON STOCKS† - 76.8%

FINANCIAL - 16.6%
SL Green Realty Corp.		1,004	$	101,725
Realty Income Corp.		2,337		95,327
Federal Realty Investment Trust		711		84,224
Everest Re Group Ltd.		477		77,278
Arthur J Gallagher & Co.		1,669		75,705
New York Community Bancorp, Inc.		4,648		73,764
UDR, Inc.		2,643		72,021
Alleghany Corp.*		172		71,922
Raymond James Financial, Inc.		1,320		70,726
Camden Property Trust		898		61,540
Duke Realty Corp.		3,582		61,540
SVB Financial Group*		533		59,743
Extra Space Storage, Inc.		1,157		59,666
Jones Lang LaSalle, Inc.		471		59,506
Signature Bank*		528		59,167
Reinsurance Group of America, Inc. — Class A		720		57,694
Protective Life Corp.		828		57,472
Alexandria Real Estate Equities, Inc.		753		55,534
Regency Centers Corp.		970		52,215
Kilroy Realty Corp.		873		51,891
Mid-America Apartment Communities, Inc.		790		51,864
Liberty Property Trust		1,555		51,719
East West Bancorp, Inc.		1,506		51,204
WR Berkley Corp.		1,071		51,194
HCC Insurance Holdings, Inc.		1,050		50,705
Taubman Centers, Inc.		665		48,545
CBOE Holdings, Inc.		895		47,905
Eaton Vance Corp.		1,247		47,049
Waddell & Reed Financial, Inc. — Class A		887		45,849
Omega Healthcare Investors, Inc.		1,336		45,678
American Financial Group, Inc.		787		45,559
National Retail Properties, Inc.		1,313		45,390
Senior Housing Properties Trust		2,139		44,748
Cullen/Frost Bankers, Inc.		575		43,993
RenaissanceRe Holdings Ltd.		425		42,496
Hospitality Properties Trust		1,573		42,235
Corrections Corporation of America		1,222		41,988
PacWest Bancorp		1,017		41,931
BioMed Realty Trust, Inc.		2,049		41,390
Rayonier, Inc.		1,329		41,385
American Campus Communities, Inc.		1,102		40,168
Brown & Brown, Inc.		1,244		39,995
City National Corp.		503		38,062
SLM Corp.		4,441		38,015
LaSalle Hotel Properties		1,093		37,424
Weingarten Realty Investors		1,181		37,202
Commerce Bancshares, Inc.		827		36,921
Highwoods Properties, Inc.		949		36,916
Old Republic International Corp.		2,547		36,371
Prosperity Bancshares, Inc.		630		36,017
Home Properties, Inc.		600		34,944
Synovus Financial Corp.		1,460		34,514
Umpqua Holdings Corp.		1,962		32,314
First Niagara Financial Group, Inc.		3,716		30,954
First Horizon National Corp.		2,490		30,577
FirstMerit Corp.		1,736		30,554
First American Financial Corp.		1,125		30,510
Federated Investors, Inc. — Class B		1,002		29,419
Aspen Insurance Holdings Ltd.		687		29,383
StanCorp Financial Group, Inc.		459		29,000
Washington Prime Group, Inc.		1,629		28,475
Hanover Insurance Group, Inc.		463		28,437
Associated Banc-Corp.		1,626		28,325
Webster Financial Corp.		948		27,625
Hancock Holding Co.		860		27,563
Primerica, Inc.		570		27,485
TCF Financial Corp.		1,752		27,209
Bank of Hawaii Corp.		465		26,417
Corporate Office Properties Trust		921		23,688
Janus Capital Group, Inc.		1,559		22,668
Fulton Financial Corp.		1,972		21,850
Washington Federal, Inc.		1,045		21,276
Valley National Bancorp		2,001		19,390
Cathay General Bancorp		778		19,318
Mercury General Corp.		381		18,597
BancorpSouth, Inc.		898		18,086
Kemper Corp.		525		17,929
Equity One, Inc.		806		17,434
Potlatch Corp.		426		17,129
Alexander & Baldwin, Inc.		476		17,122
Mack-Cali Realty Corp.		878		16,779
Trustmark Corp.		708		16,309
International Bancshares Corp.		611		15,070
Astoria Financial Corp.		920		11,399
Total Financial				3,486,327

INDUSTRIAL - 14.3%
B/E Aerospace, Inc.*		1,106		92,838
Trimble Navigation Ltd.*		2,729		83,235
Wabtec Corp.		1,011		81,932
Energizer Holdings, Inc.		648		79,840
Mettler-Toledo International, Inc.*		303		77,608
Trinity Industries, Inc.		1,639		76,573
J.B. Hunt Transport Services, Inc.		967		71,606
Rock-Tenn Co. — Class A		1,503		71,513
Kirby Corp.*		599		70,592
Hubbell, Inc. — Class B		571		68,823
Fortune Brands Home & Security, Inc.		1,664		68,407
Packaging Corporation of America		1,033		65,926
Waste Connections, Inc.		1,303		63,222
IDEX Corp.		841		60,863
Avnet, Inc.		1,452		60,258
Lincoln Electric Holdings, Inc.		834		57,659
Donaldson Company, Inc.		1,396		56,720
Carlisle Companies, Inc.		673		54,096

	Shares		Value

MUTUAL FUNDS† - 19.8%
Guggenheim Strategy Fund I1		40,223	$	1,001,960
Total Mutual Funds
(Cost $1,004,368)				1,001,960

	Face Amount

REPURCHASE AGREEMENTS††,2 - 73.8%
RBC Capital Markets issued 09/30/14 at (0.05)% due 10/01/14	$	1,640,487		1,640,487
Mizuho Financial Group, Inc. issued 09/30/14 at 0.01% due 10/01/14		959,210		959,210
UMB Financial Corp. issued 09/30/14 at 0.00% due 10/01/14		678,309		678,309
HSBC Group issued 09/30/14 at 0.00% due 10/01/14		423,260		423,260
Credit Suisse Group issued 09/30/14 at (0.05)% due 10/01/143		43,052		43,052
Total Repurchase Agreements
(Cost $3,744,318)				3,744,318

Total Investments - 93.6%
(Cost $4,748,686)			$	4,746,278
Other Assets & Liabilities, net - 6.4%				325,359
Total Net Assets - 100.0%			$	5,071,637

Ten Largest Holdings (% of Total Net Assets)
Puma Biotechnology, Inc.	0.1%
Isis Pharmaceuticals, Inc.	0.1%
WEX, Inc.	0.1%
Team Health Holdings, Inc.	0.1%
Graphic Packaging Holding Co.	0.1%
Prosperity Bancshares, Inc.	0.1%
Ultimate Software Group, Inc.	0.1%
Brunswick Corp.	0.1%
RLJ Lodging Trust	0.1%
CNO Financial Group, Inc.	0.1%
Top Ten Total	1.0%

“Ten Largest Holdings” exclude any temporary cash or derivative investments.

SCHEDULE OF INVESTMENTS (Unaudited)	September 30, 2014
RUSSELL 2000® 1.5x STRATEGY FUND

	Shares		Value

COMMON STOCKS† - 33.3%

FINANCIAL - 7.9%
Prosperity Bancshares, Inc.		181	$	10,347
RLJ Lodging Trust		339		9,651
CNO Financial Group, Inc.		565		9,582
Investors Bancorp, Inc.		929		9,410
LaSalle Hotel Properties		270		9,245
Highwoods Properties, Inc.		234		9,102
Stifel Financial Corp.*		170		7,972
FirstMerit Corp.		429		7,550
First American Financial Corp.		277		7,511
Strategic Hotels & Resorts, Inc.*		641		7,468
Sunstone Hotel Investors, Inc.		533		7,366
Geo Group, Inc.		188		7,184
Umpqua Holdings Corp.		432		7,116
Radian Group, Inc.		495		7,059
EPR Properties		139		7,044
MGIC Investment Corp.*		878		6,857
Primerica, Inc.		142		6,847
Hancock Holding Co.		213		6,828
Webster Financial Corp.		234		6,818
Cousins Properties, Inc.		570		6,812
Portfolio Recovery Associates, Inc.*		130		6,789
CubeSmart		374		6,724
Bank of the Ozarks, Inc.		206		6,493
Texas Capital Bancshares, Inc.*		112		6,460
DiamondRock Hospitality Co.		507		6,429
DCT Industrial Trust, Inc.		853		6,407
Sovran Self Storage, Inc.		85		6,321
Colony Financial, Inc.		278		6,221
Pebblebrook Hotel Trust		166		6,198
MarketAxess Holdings, Inc.		98		6,063
Healthcare Realty Trust, Inc.		249		5,896
Janus Capital Group, Inc.		388		5,642
PrivateBancorp, Inc. — Class A		186		5,563
United Bankshares, Inc.		179		5,536
Medical Properties Trust, Inc.		447		5,480
Wintrust Financial Corp.		121		5,405
FNB Corp.		450		5,396
Washington Federal, Inc.		263		5,356
Sun Communities, Inc.		106		5,353
UMB Financial Corp.		98		5,346
Ryman Hospitality Properties, Inc.		113		5,345
Lexington Realty Trust		533		5,218
Cathay General Bancorp		206		5,115
Glimcher Realty Trust		376		5,092
IBERIABANK Corp.		81		5,063
Valley National Bancorp		520		5,039
BancorpSouth, Inc.		249		5,015
Invesco Mortgage Capital, Inc.		319		5,014
Glacier Bancorp, Inc.		193		4,991
National Health Investors, Inc.		86		4,914
EastGroup Properties, Inc.		81		4,908
Susquehanna Bancshares, Inc.		486		4,860
First Industrial Realty Trust, Inc.		285		4,819
RLI Corp.		111		4,805
MB Financial, Inc.		172		4,761
Western Alliance Bancorporation*		196		4,684
Chambers Street Properties		614		4,623
First Financial Bankshares, Inc.		166		4,613
American Realty Capital Healthcare Trust, Inc.		439		4,601
Financial Engines, Inc.		133		4,550
Symetra Financial Corp.		195		4,549
Alexander & Baldwin, Inc.		126		4,532
Hatteras Financial Corp.		250		4,490
DuPont Fabros Technology, Inc.		165		4,462
Kennedy-Wilson Holdings, Inc.		186		4,457
American Equity Investment Life Holding Co.		193		4,416
Blackhawk Network Holdings, Inc.*		136		4,406
Mack-Cali Realty Corp.		230		4,395
Washington Real Estate Investment Trust		173		4,391
Capitol Federal Financial, Inc.		371		4,386
First Citizens BancShares, Inc. — Class A		20		4,332
New York REIT, Inc.		420		4,318
New Residential Investment Corp.		731		4,262
Platinum Underwriters Holdings Ltd.		70		4,262
Potlatch Corp.		105		4,222
EverBank Financial Corp.		236		4,168
WageWorks, Inc.*		91		4,144
Home BancShares, Inc.		140		4,117
PennyMac Mortgage Investment Trust		192		4,115
Acadia Realty Trust		149		4,108
Kemper Corp.		120		4,098
Evercore Partners, Inc. — Class A		86		4,042
Trustmark Corp.		175		4,031
CVB Financial Corp.		275		3,946
Home Loan Servicing Solutions Ltd.		184		3,898
Government Properties Income Trust		177		3,878
Old National Bancorp		297		3,852
Altisource Portfolio Solutions S.A.*		38		3,830
PS Business Parks, Inc.		50		3,807
Chesapeake Lodging Trust		130		3,790
Education Realty Trust, Inc.		362		3,722
Empire State Realty Trust, Inc. — Class A		238		3,575
ARMOUR Residential REIT, Inc.		926		3,565
Redwood Trust, Inc.		215		3,565
Altisource Residential Corp.		148		3,552
Pennsylvania Real Estate Investment Trust		178		3,549
Hilltop Holdings, Inc.*		176		3,529
Community Bank System, Inc.		105		3,527
South State Corp.		63		3,522
Hudson Pacific Properties, Inc.		142		3,502
International Bancshares Corp.		141		3,477
CYS Investments, Inc.		420		3,461
Parkway Properties, Inc.		184		3,456
Retail Opportunity Investments Corp.		234		3,440

	Shares		Value

Bank Mutual Corp.		121	$	776
NewStar Financial, Inc.*		69		775
Hannon Armstrong Sustainable Infrastructure Capital, Inc.		56		774
Park Sterling Corp.		116		769
Meadowbrook Insurance Group, Inc.		130		761
CareTrust REIT, Inc.*		52		744
Bank of Kentucky Financial Corp.		16		740
Bancorp, Inc.*		86		739
Ladder Capital Corp. — Class A*		39		737
Citizens, Inc.*		114		736
Arrow Financial Corp.		29		726
First of Long Island Corp.		21		723
Bridge Bancorp, Inc.		30		710
Independent Bank Corp.		59		703
International. FCStone, Inc.*		40		693
Hudson Valley Holding Corp.		38		690
Bank of Marin Bancorp		15		688
Preferred Bank/Los Angeles CA		30		676
First Defiance Financial Corp.		25		675
Stonegate Bank		26		670
Peoples Bancorp, Inc.		28		665
Camden National Corp.		19		665
FBR & Co.*		24		660
NewBridge Bancorp*		87		660
1st United Bancorp, Inc.		77		656
HomeStreet, Inc.		38		649
Moelis & Co.		19		649
One Liberty Properties, Inc.		32		647
United Insurance Holdings Corp.		43		645
Walker & Dunlop, Inc.*		48		638
Talmer Bancorp, Inc. — Class A		46		636
Marcus & Millichap, Inc.*		21		635
Pacific Premier Bancorp, Inc.*		45		632
Fidelity & Guaranty Life		29		619
Republic Bancorp, Inc. — Class A		26		616
CorEnergy Infrastructure Trust, Inc.		82		613
United Community Financial Corp.		131		613
First Connecticut Bancorp, Inc.		42		609
Citizens & Northern Corp.		32		608
Pacific Continental Corp.		47		604
Crawford & Co. — Class B		73		602
First Community Bancshares, Inc.		42		600
Baldwin & Lyons, Inc. — Class B		24		593
Fidelity Southern Corp.		43		589
Manning & Napier, Inc. — Class A		35		588
Suffolk Bancorp		30		582
CNB Financial Corp.		37		581
West Bancorporation, Inc.		41		579
Bridge Capital Holdings*		25		569
Meta Financial Group, Inc.		16		564
Meridian Bancorp, Inc.*		53		560
OceanFirst Financial Corp.		35		557
Horizon Bancorp		24		553
Seacoast Banking Corporation of Florida*		50		547
Peapack Gladstone Financial Corp.		31		543
RCS Capital Corp. — Class A		24		540
Consolidated-Tomoka Land Co.		11		540
CatchMark Timber Trust, Inc. — Class A		49		537
Charter Financial Corp.		50		535
Global Indemnity plc — Class A*		21		530
Oppenheimer Holdings, Inc. — Class A		26		527
SWS Group, Inc.*		76		524
Sierra Bancorp		31		520
TriState Capital Holdings, Inc.*		57		517
Guaranty Bancorp		38		513
PennyMac Financial Services, Inc. — Class A*		35		513
Penns Woods Bancorp, Inc.		12		507
Fox Chase Bancorp, Inc.		31		506
Regional Management Corp.*		28		503
National Interstate Corp.		18		502
National Bankshares, Inc.		18		500
BankFinancial Corp.		48		498
Calamos Asset Management, Inc. — Class A		44		496
CU Bancorp*		26		489
Stonegate Mortgage Corp.*		37		481
Kearny Financial Corp.*		36		480
Northrim BanCorp, Inc.		18		476
UMH Properties, Inc.		50		475
Ames National Corp.		21		469
Territorial Bancorp, Inc.		23		467
Franklin Financial Corp.*		25		465
American National Bankshares, Inc.		20		455
Armada Hoffler Properties, Inc.		50		454
Kansas City Life Insurance Co.		10		444
Heritage Commerce Corp.		54		443
First Business Financial Services, Inc.		10		439
First Bancorp, Inc.		25		417
Atlas Financial Holdings, Inc.*		30		415
MidWestOne Financial Group, Inc.		18		414
MidSouth Bancorp, Inc.		22		411
Heritage Oaks Bancorp		58		406
Cascade Bancorp*		80		404
Marlin Business Services Corp.		22		403
Owens Realty Mortgage, Inc.		28		399
Sun Bancorp, Inc.*		22		398
Opus Bank*		13		398
First Financial Northwest, Inc.		38		388
ESB Financial Corp.		33		385
JG Wentworth Co.*		31		384
Gain Capital Holdings, Inc.		60		382
Hallmark Financial Services, Inc.*		37		381
Capital City Bank Group, Inc.		28		379
EMC Insurance Group, Inc.		13		375
Merchants Bancshares, Inc.		13		366
BBX Capital Corp. — Class A*		21		366

	Shares		Value

Enterprise Bancorp, Inc.		19	$	358
Consumer Portfolio Services, Inc.*		54		346
Square 1 Financial, Inc. — Class A*		18		346
Trade Street Residential, Inc.		48		343
Old Line Bancshares, Inc.		22		341
Macatawa Bank Corp.		68		326
Donegal Group, Inc. — Class A		21		323
Nicholas Financial, Inc.*		27		313
Century Bancorp, Inc. — Class A		9		312
Republic First Bancorp, Inc.*		80		311
Pzena Investment Management, Inc. — Class A		29		277
Heritage Insurance Holdings, Inc.*		18		271
Independence Holding Co.		20		266
CommunityOne Bancorp*		30		265
Higher One Holdings, Inc.*		88		217
Green Bancorp, Inc.*		12		206
Silvercrest Asset Management Group, Inc. — Class A		15		204
Trupanion, Inc.*		22		187
Palmetto Bancshares, Inc.		12		170
C1 Financial, Inc.*		8		145
CIFC Corp.		16		145
ServisFirst Bancshares, Inc.		5		144
Hampton Roads Bankshares, Inc.*		88		135
Total Financial				987,383

CONSUMER, NON-CYCLICAL - 6.7%
Puma Biotechnology, Inc.*		60		14,325
Isis Pharmaceuticals, Inc.*		305		11,842
WEX, Inc.*		100		11,033
Team Health Holdings, Inc.*		182		10,555
PAREXEL International Corp.*		147		9,275
Pacira Pharmaceuticals, Inc.*		92		8,916
TreeHouse Foods, Inc.*		109		8,774
HealthSouth Corp.		228		8,414
STERIS Corp.		153		8,256
West Pharmaceutical Services, Inc.		183		8,191
Cepheid*		181		7,970
United Natural Foods, Inc.*		129		7,928
DexCom, Inc.*		194		7,757
NPS Pharmaceuticals, Inc.*		276		7,175
Deluxe Corp.		130		7,170
MAXIMUS, Inc.		175		7,022
WellCare Health Plans, Inc.*		114		6,879
Euronet Worldwide, Inc.*		132		6,308
Akorn, Inc.*		162		5,875
Sotheby’s		158		5,644
Air Methods Corp.*		101		5,611
Amsurg Corp. — Class A*		110		5,505
Acadia Healthcare Company, Inc.*		111		5,383
Insulet Corp.*		144		5,306
Corporate Executive Board Co.		88		5,286
Avanir Pharmaceuticals, Inc. — Class A*		443		5,280
Sanderson Farms, Inc.		60		5,277
Healthcare Services Group, Inc.		182		5,207
ACADIA Pharmaceuticals, Inc.*		204		5,051
Grand Canyon Education, Inc.*		121		4,932
Boston Beer Company, Inc. — Class A*		22		4,879
Haemonetics Corp.*		135		4,714
Vistaprint N.V.*		86		4,712
SUPERVALU, Inc.*		526		4,703
Convergys Corp.		263		4,687
Chemed Corp.		45		4,631
Andersons, Inc.		73		4,590
Heartland Payment Systems, Inc.		93		4,438
Advisory Board Co.*		95		4,426
OPKO Health, Inc.*		511		4,349
Prestige Brands Holdings, Inc.*		134		4,338
Impax Laboratories, Inc.*		182		4,315
HMS Holdings Corp.*		227		4,279
NuVasive, Inc.*		121		4,219
Exact Sciences Corp.*,1		215		4,167
Rent-A-Center, Inc.		137		4,158
Lancaster Colony Corp.		48		4,094
Cardtronics, Inc.*		115		4,048
Ironwood Pharmaceuticals, Inc. — Class A*		310		4,016
Vector Group Ltd.		180		3,989
Monro Muffler Brake, Inc.		82		3,979
Nektar Therapeutics*		329		3,971
Thoratec Corp.*		147		3,929
Wright Medical Group, Inc.*		129		3,909
Helen of Troy Ltd.*		74		3,887
Magellan Health, Inc.*		71		3,886
Auxilium Pharmaceuticals, Inc.*		130		3,881
Fresh Market, Inc.*		111		3,877
B&G Foods, Inc.		139		3,829
EVERTEC, Inc.		170		3,798
On Assignment, Inc.*		141		3,786
Synageva BioPharma Corp.*		55		3,783
Post Holdings, Inc.*		114		3,783
Medicines Co.*		169		3,772
Neogen Corp.*		95		3,752
ABM Industries, Inc.		145		3,725
Huron Consulting Group, Inc.*		61		3,719
FTI Consulting, Inc.*		106		3,706
Acorda Therapeutics, Inc.*		108		3,659
J&J Snack Foods Corp.		39		3,648
Theravance, Inc.		213		3,640
Cyberonics, Inc.*		70		3,581
Cal-Maine Foods, Inc.		40		3,573
Dyax Corp.*		352		3,561
MannKind Corp.*		591		3,493
HeartWare International, Inc.*		44		3,416
Matthews International Corp. — Class A		77		3,379
Bright Horizons Family Solutions, Inc.*		80		3,364
Globus Medical, Inc. — Class A*		171		3,364
PHH Corp.*		149		3,332