RYDEX DYNAMIC FUNDS
N-30D, 2000-08-30
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Titan 500 Fund

Tempest 500 Fund

Velocity 100 Fund

Venture 100 Fund
This report and the financial  statements contained herein are submitted for the
general  information  of  our  shareholders.  The  report  is not  intended  for
     distribution to prospective  investors unless preceded or accompanied by an
     effective prospectus. Rydex Distributors, Inc.   Rydex Funds 6116 Executive
     Blvd.,   Suite  400  Rockville,   MD  20852   (301)468.8520   (800)820.0888
     www.rydexfunds.com
<PAGE>
Semi-Annual Report June 2000

Titan 500 Fund
Tempest 500 Fund
Velocity 100 Fund
Venture 100 Fund
<PAGE>


 DearShareholder,  After a positive, although volatile first quarter, the second
     quarter saw all of the major market  indices in negative  territory.  A few
     old economy  stocks fared well,  but the broad markets were dragged down by
     the dismal performance of the new economy technology stocks.  After peaking
     in the middle of March, the tech heavy NASDAQ Composite Index  fell by more
     than 20%.  The  central  bank has stayed on its  tightening  course and has
     continued to  successfully  fight inflation as the economy sails along in a
     record  expansion.  First Half Review The  prolonged  tech rally started to
     fizzle out in late March when Abby Joseph  Cohen,  long  standing  bull and
     influential market strategist from Goldman Sachs,  recommended cutting back
     on stocks and moved to a neutral  position on technology.  In April,  Judge
     Thomas Penfield  Jackson ruled in the closely  watched  Microsoft case that
     the tech bellwether  illegally protected its software monopoly.  While tech
     stocks struggled,  major pharmaceutical companies posted a hefty first half
     gain. The S&P Health Care Index, a benchmark for major healthcare companies
     advanced 21.63% for the period. Also, major oil companies fared well during
     the first quarter as oil and gas prices rose  substantially from their near
     record  1998 lows.  These two  sectors  helped the S&P 500,  which was down
     .99%,  from going into  further  negative  territory.  As the stock  market
     languished,  the bond  market  held  its  own,  enduring  three  more  rate
     increases by the Fed. The central bank left U.S.  interest rates  unchanged
     at the June FOMC meeting. This was due to May s weak employment report. The
     yield on the  30-year  Treasury  Bond fell from  6.48% to 5.90%  during the
     reporting  period.  Investors  switching  from  equities  into  bonds and a
     shrinking supply of government bonds fueled the rally.
<PAGE>
Summary Although earnings reports for the first half showed excellent  aggregate
     growth,  the stock market failed to rally in the wake of the Feds decision
     to raise  interest  rates.  The Fed will  continue to watch the market with
     keen eyes.  Now,  while the economy is still  expanding  at a strong  pace,
     consumer  spending   the  force  behind  the  record  expansion     and the
     economys overall performance is starting to show signs of moderation.  Some
     of this slowdown can be attributed to the market  pullback.  Going forward,
     investors will be looking for more signs that growth is slowing.  They will
     also be  watching  corporate  earnings  reports  for  evidence  that higher
     interest  rates  and a  mildly  decelerating  economy  are not  diminishing
     companies   profitability.  In closing, I would like to thank you for using
     the Dynamic Funds,  another  innovation from Rydex.  As always,  we welcome
     your questions or comments  about the Rydex Funds.  Feel free to contact us
     over  the  Internet  via our web site at  www.rydexfunds.com  or call us at
     800-820-0888.

Sincerely,


Albert P. (Skip) Viragh, Jr.
chairman of the Board
<PAGE>
rydex dynamic funds
Titan 500 Fund
Schedule Of Investments (Unaudited)                               June 30, 2000
                                           Face Amount             Market Value
                                            -----------            ------------
                                                                      (Note 1)
Federal Agency Discount Notes 66.8%
Federal Home Loan Banks 6.50% 7/3/00.......$10,000,000              $ 9,996,388
                                                                     ----------
Total Federal Agency Discount Notes (Cost $9,996,388)                 9,996,388
                                                                      ---------


U.S. Treasury Obligations 19.9%
U.S. Treasury Bill 5.66% 8/17/00 ........... 3,000,000                2,977,832
                                                                      ---------

 Total U.S. Treasury Obligations (Cost $2,977,832) ...                2,977,832
                                                                      ---------


                                            Contracts
                                            ---------
Options Purchased 13.3%
Call Options on:
September 2000 S&P 500 Futures Contracts,
Expiring September 2000, with strike 1050         19                  1,985,975
Put Options on:
July 2000 S&P 500 Futures Contracts,
Expiring July 2000, with strike 1100 ....         20                        500
Expiring July 2000, with strike 1025 ....         65                          0
Total Options Purchased (Cost $2,121,665) .......                     1,986,475
                                                                      ---------
Total Investments 100% (Cost $15,095,885) .......                   $14,960,695
                                                                    ===========

                                                                    Unrealized
                                                    Contracts     Loss (Note 1)
                                                    ---------      -------------
Futures Contracts Purchased
S&P 500 Futures Contracts, Expiring September 2000...... ..70        $(188,953)
S&P 500 E-Mini Futures Contracts, Expiring September 2000...6           (2,612)
                                                                        ------
(Total Underlying Face Amount at Market Value $26,132,180)           $(191,565)
                                                                      =========
<PAGE>
Tempest 500 Fund
Schedule Of Investments (Unaudited)                               June 30, 2000
                                                                   Market Value
                                                Face Amount            (Note 1)
                                                -----------            --------
Federal Agency Discount Notes 39.7%
Federal Home Loan Banks 6.50%  7/3/00   $       3,000,000          $  2,998,916
                                                                   ------------
Total Federal Agency Discount Notes (Cost $2,998,916)                 2,998,916
                                                                      ---------

U.S. Treasury Obligations 26.3%
U.S. Treasury Bill  5.66%  8/17/00              2,000,000             1,985,222
                                                                      ---------
Total U.S.Treasury Obligations (Cost $1,985,222)                      1,985,222
                                                                      ---------
                                                   Contracts
                                                   ---------
Options Purchased 34.0%
Call Options on:
September 2000 S&P 500 Futures Contracts,
Expiring September 2000, with strike 1975               30                   0
Expiring September 2000, with strike 1900               21                   0

Put Options on:
September 2000 S&P 500 Futures Contracts,
Expiring September 2000, with strike 1800               31            2,572,225


Total Options Purchased (Cost $2,486,862)                             2,572,225
                                                                      ---------
Total Investments 100% (Cost $7,471,000)                            $ 7,556,363
                                                                    ===========

                                                                     Unrealized
                                                     Contracts    Gain (Note 1)
                                                     ---------    -------------
Futures Contracts Sold Short
S&P 500 Futures Contracts, Expiring September 2000         33         $ 122,319
S&P 500 E-Mini Futures Contracts, Expiring September 2000  16            13,583
                                                                         ------
(Total Underlying Face Amount at Market Value $13,286,305)           $  135,902
                                                                     ==========
<PAGE>

Velocity 100 Fund
Schedule Of Investments (Unaudited)                               June 30, 2000
                                                                   Market Value
                                                     Shares         (Note 1)
                                                     ------         --------
Common Stocks 92.9%
Cisco Systems, Inc.* ..........................       30,800        $1,957,725
Intel Corp. ...................................       14,500         1,938,469
Microsoft Corp.* ..............................       22,400         1,792,000
Oracle Corp.* .................................       14,600         1,227,313
JDS Uniphase Corp.* ...........................        8,700         1,042,912
Sun Microsystems, Inc.* .......................        8,500           772,969
Nextel Communications, Inc., Class A* .........       11,500           703,656
QUALCOMM, Inc.* ...............................       11,100           666,000
MCI WorldCom, Inc.* ...........................       12,800           587,200
Dell Computer Corp.* ..........................       11,700           576,956
VERITAS Software Corp.* .......................        5,100           576,380
Siebel Systems, Inc.* .........................        2,900           474,331
Applied Materials, Inc.* ......................        5,200           471,250
Xilinx, Inc.* .................................        5,300           437,581
Immunex Corp.* ................................        8,500           420,219
ADC Telecommunications, Inc.* .................        5,000           419,375
Amgen, Inc.* ..................................        5,900           414,475
Yahoo! Inc.* ..................................        3,200           396,400
VeriSign, Inc* ................................        2,200           388,300
PMC-Sierra, Inc.* .............................        2,000           355,375
Altera Corp.* .................................        3,400           346,587
SDL, Inc.* ....................................        1,190           339,373
CIENA Corp.* ..................................        2,000           333,375
Maxim Integrated Products, Inc.* ..............        4,900           332,894
Linear Technology Corp. .......................        5,200           332,475
VoiceStream Wireless Corp.* ...................        2,800           325,631
Network Appliance, Inc.* ......................        3,900           313,950
Global Crossing, Ltd.* ........................       11,700           307,856
Telefonaktiebolaget LM Ericsson, Sponsored ADR*       14,700           294,000
Apple Computer, Inc.* .........................        5,600           293,300
Level 3 Communications, Inc.* .................        3,200           281,600
i2 Technologies, Inc.* ........................        2,600           271,091
<PAGE>
                                                                   Market Value
                                                       Shares        (Note 1)
                                                       ------          --------
Common Stocks (continued)
Metromedia Fiber Network, Inc., Class A*               6,500           257,969
Comcast Corp., Special Class A .........               5,300           214,650
MedImmune, Inc.* .......................               2,800           207,200
NTL, Inc.* .............................               3,400           203,575
Tellabs, Inc.* .........................               2,900           198,469
Comverse Technology, Inc.* .............               2,000           186,000
Paychex, Inc. ..........................               4,400           184,800
Adobe Systems, Inc. ....................               1,400           182,000
BroadVision, Inc.* .....................               3,500           177,844
Applied Micro Circuits Corp.* ..........               1,800           177,750
CMGI, Inc.* ............................               3,800           174,087
Gemstar International Group, Ltd.* .....               2,700           165,923
KLA-Tencor Corp.* ......................               2,800           163,975
Vitesse Semiconductor Corp.* ...........               2,100           154,481
Chiron Corp.* ..........................               3,100           147,250
Conexant Systems, Inc.* ................               3,000           145,875
Sanmina Corp.* .........................               1,700           145,350
Biogen, Inc.* ..........................               2,200           141,900
Intuit, Inc.* ..........................               3,200           132,400
American Power Conversion Corp.* .......               3,200           130,600
eBay, Inc.* ............................               2,400           130,350
Starbucks Corp.* .......................               3,200           122,200
3Com Corp.* ............................               2,100           121,013
McLeodUSA, Inc., Class A* ..............               5,800           119,987
NEXTLINK Communications, Inc., Class A*                3,150           119,503
PanAmSat Corp.* ........................               2,600           113,588
Amazon.com, Inc.* ......................               2,900           105,306
RF Micro Devices, Inc.* ................               1,190           104,274
EchoStar Communications Corp., Class A*                3,000            99,328
Costco Wholesale Corp.* ................               2,900            95,700
Lycos, Inc.* ...........................               1,700            91,800
<PAGE>
Velocity 100 Fund
Schedule Of Investments (Unaudited) (Concluded)                   June 30, 2000
                                                                   Market Value
                                                      Shares         (Note 1)
                                                      ------         --------
Common Stocks (continued)
RealNetworks, Inc.* ...................                1,800            91,013
USA Networks, Inc.* ...................                4,200            90,825
Cintas Corp. ..........................                2,400            88,050
BMC Software, Inc.* ...................                2,300            83,914
Bed Bath & Beyond, Inc.* ..............                2,300            83,375
Fiserv, Inc.* .........................                1,900            82,175
Peoplesoft, Inc.* .....................                4,800            80,400
Concord EFS, Inc.* ....................                3,000            78,000
Genzyme Corp. - General Division* .....                1,300            77,269
Atmel Corp.* ..........................                2,000            73,750
Biomet, Inc. ..........................                1,900            73,031
At Home Corp., Series A* ..............                3,500            72,625
Adelphia Communications Corp., Class A*                1,500            70,312
Staples, Inc.* ........................                3,900            59,963
QLogic Corp.* .........................                  870            57,474
Molex, Inc. ...........................                1,190            57,269
Citrix Systems, Inc.* .................                2,700            51,131
Electronic Arts, Inc.* ................                  700            51,056
Parametric Technology Corp.* ..........                4,600            50,600
Dollar Tree Stores, Inc.* .............                1,190            47,079
Novell, Inc.* .........................                4,800            44,400
PACCAR, Inc. ..........................                1,080            42,863
Microchip Technology, Inc. ............                  700            40,786
Smurfit-Stone Container Corp.* ........                3,000            38,625
Synopsys, Inc.* .......................                1,080            37,328
Network Associates, Inc.* .............                1,800            36,675
Sigma-Aldrich Corp. ...................                1,190            34,808
CNET Networks, Inc.* ..................                1,190            29,229
Compuware Corp.* ......................                2,800            29,050
Quintiles Transnational Corp.* ........                2,000            28,250
Northwest Airlines Corp.* .............                  870            26,481
Adaptec, Inc.* ........................                1,080            24,570
VISX, Inc.* ...........................                  870            24,414
<PAGE>
                                                                   Market Value
                                                      Shares        (Note 1)
                                                      ------        --------
Common Stocks (continued)
Apollo Group, Inc., Class A* .........................    870           24,360
PacifiCare Health Systems, Inc.* .....................    400           24,075
Herman Miller, Inc. ..................................    700           18,113
Legato Systems, Inc.* ................................  1,190           17,999
                                                                        ------
                Total Common Stocks (Cost $26,101,577)              26,047,502
                                                                    ----------

                                Face Amount
Federal Agency Discount Notes 7.1%
Federal Home Loan Banks 6.50% 7/3/00    $       2,000,000             1,999,278
                                                                      ---------
Total Federal Agency Discount Notes (Cost $1,999,278)                 1,999,278
                                                                      ---------

                                                     Contracts
Options Purchased 0.0%
Put Options on:
July 2000 NASDAQ 100 Futures Contracts,
Expiring July 2000, with strike 2000                       20                 0
                                                                          -----
Total Options Purchased (Cost $1,440)                                         0
                                                                         ------
Total Investments 100% (Cost $28,102,295)                          $ 28,046,780
                                                                   ============


                                                                     Unrealized
                                                      Contracts   Gain (Note 1)
                                                      ---------   -------------
Futures Contracts Purchased
NASDAQ 100 Futures Contracts, Expiring September 2000
(Underlying Face Amount at Market Value $13,741,200)      36          $ 125,048
                                                                      =========

<PAGE>

Venture 100 Fund
Schedule Of Investments (Unaudited)                              June 30, 2000
                                                                  Market Value
                                                 Face Amount       (Note 1)
                                                 -----------       --------
Federal Agency Discount Notes 100.0%
Federal Home Loan Banks 6.50% 7/3/00    $       1,000,000             $ 999,639
                                                                      ---------
Total Federal Agency Discount Notes (Cost $999,639)                     999,639
                                                                        -------
                                                   Contracts
Options Purchased 0.0%
Call Options on:
July 2000 NASDAQ 100 Futures Contracts,
Expiring July 2000, with strike 5200                      4                   0
                                                                          -----
Total Options Purchased (Cost $308)                                           0
                                                                           ----
Total Investments 100% (Cost $999,947)                               $  999,639
                                                                     ==========

                                                                    Unrealized
                                                   Contracts      Loss (Note 1)
                                                   ---------      -------------
Futures Contracts Sold Short
NASDAQ 100 Futures Contracts, Expiring September 2000
(Underlying Face Amount at Market Value $1,526,800)     4           $  (17,172)
                                                                     ==========
<PAGE>

Statement of Assets and Liabilities (Unaudited) June 30, 2000


                             Titan 500  Tempest 500   Velocity 100  Venture 100
                                  Fund         Fund           Fund         Fund
                                  ----         ----           ----         ----
Assets
Securities at Value (Note 1)
See Accompanying Schedules  $14,960,695   $  7,556,363   $28,046,780   $999,639
Cash at Custodian Bank ...    7,744,399      3,347,693     3,406,556    991,595
Segregated Cash with Broker           0              0    14,615,553  1,553,436
Receivable for Equity Index
Swaps Settlement                      0              0     1,379,142          0
Receivable for Futures
Contracts Settlement            277,292              0       309,600          0
Investment Income Receivable          0              0        81,145     17,276
Receivable for Shares
Purchased                     1,894,100      6,422,123     2,002,923    985,947
   Other Assets ..........          295              0             0    149,236
Total Assets ...........     24,876,781     17,326,179    49,841,699  4,697,129
                             ==========     ==========    ==========  =========
Liabilities
Payable for Securities Purchased      0        166,014             0          0
Payable for Equity Index
Swaps Settlement                      0              0             0    156,442
Payable for Futures Contracts
Settlement                            0          74,568            0     34,400
Payable for Shares Redeemed   8,534,730       4,504,716      475,579    316,800
Investment Advisory Fee
Payable (Note 3)                  9,591           9,159       22,024      4,453
Transfer Agent Fee
Payable (Note 3)                  2,664           2,544        6,118      1,237
Distribution Fee
Payable (Note 3)                  2,664           2,544        6,118      1,237
Portfolio Accounting Fee
Payable (Note 3)                  1,296           1,152        2,494        685
Payable to Advisor               12,736               0       19,282          0
   Other Liabilities              2,535           4,754        6,648      1,232
                                  -----           -----         -----     -----
Total Liabilities             8,566,216       4,765,451      538,263    516,486
                              =========       =========       =======   =======
Net Assets                 $ 16,310,565    $ 12,560,728   49,303,436  4,180,643
                           ============    ============   ==========  =========
Shares Outstanding              625,765         267,382    1,476,733    144,321
                                =======         =======    =========    =======
Net Asset Value Per Share       $ 26.07         $ 46.98      $ 33.39   $  28.97
                                =======         =======      =======   ========
<PAGE>
Statement of Operations (Unaudited) Period Ended June 30, 2000

                              Titan 500  Tempest 500  Velocity 100  Venture 100
                                  Fund*        Fund*          Fund*       Fund*
Investment Income
   Interest                   $ 62,058      $ 56,035      $ 151,205    $ 42,871
   Other Income                (12,441)      (2,283)       (20,189)      13,988
                               -------       ------        -------       ------
    Total Income                49,617        53,752        131,016      56,859
                                ======        ======        =======      ======
Expenses
  Organizational Expenses       83,509        83,509         83,509      83,509
  Investment Advisory
  Fees (Note 3)                 11,664        10,364         23,827       6,168
  Transfer Agent
  Fees (Note 3)                  3,240         2,879          6,619       1,713
  Distribution Fees (Note 3)     3,240         2,879          6,619       1,713
  Portfolio Accounting
  Fees (Note 3)                  2,000         1,560          3,372       1,393
  Miscellaneous                  2,536         2,470          5,741       1,006
                                 -----         -----          -----       -----
    Total Expenses             106,189       103,661        129,687      95,502
     Less Expenses Waived by
     Advisor (Note 3)          (83,509)      (83,509)       (83,509)    (83,509)
                   -           -------       -------        -------     -------
    Net Expenses                22,680        20,152         46,178      11,993
                                ------        ------         ------      ------
Net Investment Income           26,937        33,600         84,838      44,866
                                ------        ------         ------      ------

Realized and Unrealized Gain (Loss) on Investments
Net Realized Gain (Loss) on:
Investment Securities          221,778     (411,206)              0           0
Equity Index Swaps                   0            0        899,809  (3,153,944)
Futures Contracts              906,752     (480,848)        (7,428)      (9,014)
                               -------     --------         ------       ------
  Total Net Realized
  Gain (Loss)                1,128,530     (892,054)        892,381  (3,162,958)
                             ---------     --------         -------  ----------
Net Change in Unrealized
Appreciation (Depreciation)
        on:
Investment Securities        (135,190)       85,363         (55,515)       (308)
Equity Index Swaps                  0             0        1,049,358   (139,000)
Futures Contracts            (191,565)      135,902          125,048     17,172
                             --------       -------          -------     ------
 Net Change in Unrealized
 Appreciation (Depreciation) (326,755)      221,265        1,118,891   (122,136)
                             --------       -------        ---------   --------
  Net Gain (Loss)
  on Investments              801,775      (670,789)       2,011,272 (3,285,094)
                              -------      --------        --------- ----------
Net Increase (Decrease) in
Net Assets from Operations    828,712      (637,189)      2,096,110  (3,240,228)
                              =======      ========       =========  ==========
*Commencement of Operations: May 19, 2000  Titan 500 Fund and Tempest 500 Fund,
          May 24, 2000  Velocity 100 Fund, and May 23, 2000  Venture 100 Fund
See Notes to Financial Statements.
<PAGE>
Statement of Changes in Net Assets (Unaudited)       Period Ended June 30, 2000
                               Titan 500  Tempest 500  Velocity 100  Venture 100
                                   Fund*        Fund*         Fund*       Fund*
                                   -----        -----         -----       -----
Changes from Operations
Net Investment Income             26,937       33,600       84,838       44,866
Net Realized Gain (Loss)
 on Investments                1,128,530     (892,054)     892,381   (3,162,958)
Net Change in
 Unrealized Appreciation
(Depreciation) on Investments  (326,755)      221,265    1,118,891     (122,136)
                               --------       -------    ---------     --------
Net Increase (Decrease)
in Net Assets from Operations    828,712     (637,189)   2,096,110   (3,240,228)
Distributions to
 Shareholders (Note 1)                 0            0            0            0
Net Increase in Net Assets
   from Share
    Transactions (Note 6)     15,481,853    13,197,917   47,207,326   7,420,871
                       -      ----------    ----------   ----------   ---------
Net Increase in Net Assets    16,310,565    12,560,728   49,303,436   4,180,643
NET ASSETS-Beginning of Period         0             0            0           0

NET ASSETS-End of Period      16,310,565    12,560,728   49,303,436   4,180,643
                              ==========    ==========   ==========   =========

*Commencement of Operations: May 19, 2000  Titan 500 Fund and Tempest 500 Fund,
         May 24, 2000  Velocity 100 Fund, and May 23, 2000    Venture 100 Fund

See Notes to Financial Statements.

<PAGE>
Financial Highlights (Unaudited)                     Period Ended June 30, 2000
                              Titan 500  Tempest 500  Velocity 100  Venture 100
                                  Fund*        Fund*         Fund*        Fund*
Per Share Operating Performance:
Net Asset Value
Beginning of Period               25.00        50.00         25.00        50.00
                                  -----        -----         -----        -----
Net Investment Income              .06           .15           .10          .22
Net Realized and Unrealized
Gains (Losses) on Securities       1.01        (3.17)         8.29       (21.25)
                                   ----        -----          ----       ------
Net Increase (Decrease) in Net Asset Value
Resulting from Operations          1.07        (3.02)         8.39       (21.03)
Distributions to Shareholders         0             0            0            0
Net Increase (Decrease)
in Net Asset Value                 1.07        (3.02)         8.39       (21.03)
                                   ----        -----          ----       ------
Net Asset Value - End of Period   26.07         46.98        33.39        28.97
                                  =====         =====        =====        =====
Total Investment Return            4.28%       (6.04)%       33.56%     (42.06)%
Ratios to Average Net Assets:
   Gross Expenses**                8.18%         9.02%        4.88%       13.79%
    Net Expenses**                 1.75%         1.75%        1.74%        1.73%
    Net Investment Income**        2.02%         2.92%        3.19%        6.48%
Supplementary Data:
 Portfolio Turnover Rate***            0             0            0            0
 Net Assets, End of Period
(000 s omitted)                   16,311        12,561       49,303       4,181
*Commencement of Operations: May 19, 2000  Titan 500 Fund and Tempest 500  Fund
          May 24, 2000   Velocity 100 Fund, and May 23, 2000   Venture 100 Fund
**Annualized
***Portfolio turnover ratio is calculated without regard to short-term
    securities having a maturity of less than one year.
Calculated using the average daily shares outstanding for the period.
<PAGE>
1. SIGNIFICANT ACCOUNTING POLICIES
The  Rydex Dynamic Funds (the Trust) is  registered  with the  Securities    and
     Exchange  Commission  under the  Investment  Company Act of 1940 (the  1940
     Act )  as  a  non-diversified,   open-ended   investment  company,  and  is
     authorized to issue an unlimited  number of shares.  The Trust  consists of
     four separate funds.  Sales of shares of each fund are made without a sales
     charge  at the  net  asset  value  per  share.  The  following  significant
     accounting  policies are in conformity with generally  accepted  accounting
     principles and are consistently followed by the Trust. A. Securities listed
     on an exchange are valued at the last quoted sales price as of 4:00 P.M. on
     the  valuation  date.  Securities  not traded on an exchange  are valued at
     their  last sales  price.  Listed  options  held by the Trust are valued at
     their last bid price. Over-the-counter options held by the Trust are valued
     using the average bid price obtained from one or more security dealers. The
     value of futures  contracts  purchased  and sold by the Trust are accounted
     for using the  unrealized  gain or loss on the contracts that is determined
     by marking the  contracts  to their  current  realized  settlement  prices.
     Short-term  securities  are valued at amortized  cost,  which  approximates
     market value.  Securities  and assets for which market  quotations  are not
     readily  available  are valued at fair value as determined in good faith by
     or under direction of the Board of Trustees or by the Advisor using methods
     established   or  ratified  by  the  Board  of  Trustees.   B.   Securities
     transactions are recorded on trade date for financial  reporting  purposes.
     Realized gains and losses from securities  transactions  are recorded using
     the identified cost basis.  Dividend income, if applicable,  is recorded on
     the  ex-dividend   date,  net  of  applicable  taxes  withheld  by  foreign
     countries,  and  subsequently  adjusted to reflect  actual  holdings on the
     record date. Interest income is accrued on a daily basis. C. When the Trust
     engages in a short sale, 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 Trust maintains a segregated  account of securities as collateral
     for the short  sales.  The Trust is  exposed  to market  risk  based on the
     amount, if any, that the market value of the stock exceeds the market value
     of the  securities  in the  segregated  account.
<PAGE>
                                                       D. When the Trust  writes
     (sells) an option,  an amount  equal to the premium  received is entered in
     the Trusts  accounting records as an asset and equivalent  liability.  The
     amount of the  liability  is  subsequently  marked to market to reflect the
     current  value of the option  written.  When an option  expires,  or if the
     Trust enters into a closing purchase transaction, the Trust realizes a gain
     (or loss if the cost of a closing purchase  transaction exceeds the premium
     received when the option was sold). E. The Trust may purchase or sell stock
     index  futures  contracts  and options on such futures  contracts.  Futures
     contracts are  contracts for delayed  delivery of securities at a specified
     future  delivery  date  and  at a  specific  price.  Upon  entering  into a
     contract,  the Trust  deposits  and  maintains as  collateral  such initial
     margin as required by the  exchange on which the  transaction  is effected.
     Pursuant to the  contract,  the Trust  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 Trust as unrealized  gains or losses.  When the contract is
     closed,  the Trust 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.  F. The Trust may enter into  equity  index swap
     agreements,  which are over-the-counter contracts in which one party agrees
     to make  periodic  payments  based  on the  change  in  market  value  of a
     specified equity security,  basket of equity securities, or equity index in
     return for periodic  payments based on a fixed or variable interest rate or
     the change in market value of a different equity security, basket of equity
     securities, or equity index. Swap agreements may be used to obtain exposure
     to an equity or  market  without  owning  or  taking  physical  custody  of
     securities.  G. The Trust  intends  to comply  with the  provisions  of the
     Internal Revenue Code applicable to regulated investment companies and will
     distribute all net investment  income to its  shareholders.  Therefore,  no
     Federal income tax provision is required.  H. Distributions to shareholders
     are recorded on the  ex-dividend  date.  Distributions  from net investment
     income and net realized  capital gains are  determined  in accordance  with
     income tax regulations which may differ from generally accepted  accounting
     principles. These differences are primarily due to differing treatments for
     items such as deferral of wash sales and post-October  losses and regulated
     futures contracts and options. Net investment income and loss, net realized
     gains and losses, and net assets were not affected by these differences.
<PAGE>
                                                                              I.
     The  preparation  of financial  statements  in  conformity  with  generally
     accepted  accounting  principles  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. 2. FINANCIAL INSTRUMENTS As part of its investment strategy, the
     Trust may utilize a variety of derivative  instruments,  including options,
     futures and swap agreements. 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  risk  associated  with
     purchasing  options is  limited to the  premium  originally  paid.  Options
     written by a fund involve to varying degrees, risk of loss in excess of the
     option value reflected in the Statement of Assets and Liabilities. The risk
     in writing a covered call option is that a fund may forego the  opportunity
     for profit if the market price of the underlying security increases and the
     option is  exercised.  The risk in  writing a covered  put option is that a
     fund  may  incur a loss if the  market  price  of the  underlying  security
     decreases and the option is exercised. In addition,  there is the risk that
     a fund may not be able to enter  into a closing  transaction  because of an
     illiquid secondary market or, for over-the-counter  options, because of the
     counterpartys  inability to perform. There are several risks in connection
     with the use of futures contracts.  Futures contracts  involve,  to varying
     degrees,  risk of loss in  excess of  amounts  reflected  in the  financial
     statements.  Risks  may  be  caused  by an  imperfect  correlation  between
     movements in the price of the  instruments  and the price of the underlying
     securities.  In addition,  there is the risk that a fund may not be able to
     enter into a closing  transaction  because of an illiquid secondary market.
     In conjunction with the use of options and futures,  as well as short sales
     of  securities,  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  segregated  at  the  custodian  bank,  or the  repurchase  agreements
     allocated  to each fund.
<PAGE>
                               The use of equity swaps  involves  risks that are
     different  from  those  associated  with  ordinary   portfolio   securities
     transactions.  Swap agreements may be considered to be illiquid. Although a
     fund will not enter into any swap  agreement  unless the  Advisor  believes
     that the other party to the transaction is  creditworthy,  a fund does bear
     the  risk  of loss  of the  amount  expected  to be  received  under a swap
     agreement  in the  event of the  default  or  bankruptcy  of the  agreement
     counterparty.  The risks inherent in the use of options, futures contracts,
     options  on  futures  contracts,  and swap  agreements  include  1) adverse
     changes in the value of such instruments;  2) imperfect correlation between
     the price of the  instruments  and movements in the price of the underlying
     securities,  index, or futures  contract;  and 3) the possible absence of a
     liquid secondary market for any particular  instrument at any time. 3. FEES
     AND OTHER  TRANSACTIONS  WITH  AFFILIATES  Under the terms of an investment
     advisory  contract,  the Trust pays Rydex Global  Advisors,  an  affiliated
     entity,  investment  advisory  fees  calculated  at an  annualized  rate of
     nine-tenths of one percent  (0.90%) of the average daily net assets of each
     of the funds.  Certain officers and trustees of the Trust are also officers
     and directors of Rydex Global  Advisors.  PADCO Service  Company,  Inc., an
     affiliated  entity,  provides transfer agent services to the Trust for fees
     calculated at an annualized  rate of one-quarter of one percent  (0.25%) of
     the average  daily net assets of each of the funds.  Certain  officers  and
     trustees of the Trust are also  officers  and  directors  of PADCO  Service
     Company,  Inc.  The Trust  paid  PADCO  Service  Company,  Inc.  $8,325 for
     portfolio accounting fees for the period ended June 30, 2000. The Trust has
     adopted a Distribution  Plan that allows the Trust to pay distribution fees
     to Rydex Distributors, Inc. (the Distributor),  an affiliated entity,   and
     other firms that provide distribution services (Service  Providers).    The
     Trust will pay  distribution  fees to the Distributor at an annual rate not
     to exceed  one-quarter of one percent  (0.25%) of average daily net assets,
     pursuant  to Rule  12b-1 of the 1940 Act.  If a Service  Provider  provides
     distribution  services,  the  Distributor  will,  in turn,  pay the Service
     Provider  out of its fees.  Certain  officers and trustees of the Trust are
     also officers and directors of Rydex Distributors, Inc.
<PAGE>
The  Advisor  has  voluntarily  agreed  to  maintain  the  actual  Total  Annual
     Operating  Expenses of the Dynamic Funds at an  expense cap of 1.75%. This
     means that the Advisor will reimburse certain expenses of the Funds so that
     expenses do not exceed 1.75%.  Because the Advisors  agreement to maintain
     an expense cap is voluntary, the Advisor may discontinue all or part of its
     reimbursements  at any time. In addition,  if at any point during the first
     three years of Fund  operations it becomes  unnecessary  for the Advisor to
     make  reimbursements,  the  Advisor may retain the  difference  between the
     Total Annual  Operating  Expenses of any fund and 1.75% to recapture any of
     its prior reimbursements.
4.   SECURITIES  TRANSACTIONS  During the period ended June 30, 2000,  purchases
     and sales of investment securities, excluding short-term and temporary cash
     investments, were: (Unaudited)
                 Velocity 100 Fund
Purchases       $       26,101,577
Sales   $
5.  NET UNREALIZED APPRECIATION
(DEPRECIATION) OF SECURITIES
At June 30, 2000, unrealized appreciation (depreciation) and cost of investment
securities for Federal income tax purposes were: (Unaudited)
                              Titan 500  Tempest 500  Velocity 100  Venture 100
                                  Fund          Fund          Fund         Fund
                                  ----          ----          ----         ----
Gross Unrealized
        Appreciation                 0        87,258       443,784           0
Gross Unrealized
        (Depreciation)        (135,190)        (1,895)     (499,299)       (308)
                              --------         ------      --------        ----
Net Unrealized
        Appreciation
        (Depreciation)        (135,190)         85,363      (55,515)       (308)
                              ========          ======      =======        ====
Cost of Investments
 for Federal
 Income Tax Purposes         15,095,885       7,471,000   28,102,295     999,947
                             ==========       =========   ==========     =======
<PAGE>
6. SHARE TRANSACTIONS
The Trust is authorized to distribute an unlimited number of shares.
Transactions in shares for the period ended June 30, 2000 were: (Unaudited)
                            Titan 500    Tempest 500  Velocity 100  Venture 100
                                Fund*           Fund*         Fund*        Fund*
                                -----          -----         -----        -----
Shares Purchased                5,515,172    2,745,178    4,521,980   1,195,266
Purchased through
 Dividend Reinvestment                  0            0            0           0
Total Purchased                  5,515,172   2,745,178    4,521,980   1,195,266
Shares Redeemed                 (4,889,407) (2,477,796)  (3,045,247) (1,050,945)
                                ----------  ----------   ----------  ----------
Net Shares
        Purchased                   625,765     267,382    1,476,733     144,321
                                    =======     =======    =========     =======

Transactions in dollars for the period ended June 30, 2000 were: (Unaudited)
                           Titan 500    Tempest 500   Velocity 100  Venture 100
                               Fund*          Fund*          Fund*       Fund*
                               -----          -----          -----       -----
Shares Purchased         143,519,584     128,862,906  145,634,612    40,313,468
Purchased through
 Dividend Reinvestment             0               0            0             0
Total Purchased          143,519,584     128,862,906   145,634,612   40,313,468
Shares Redeemed         (128,037,731)   (115,664,989)  (98,427,286) (32,892,597)
                        ------------    ------------   -----------  -----------
Net Increase              15,481,853      13,197,917    47,207,326    7,420,871
                          ==========      ==========    ==========    =========
* Commencement of Operations: May 19, 2000  Titan 500 Fund and Tempest 500 Fund
, May 24, 2000  Velocity 100 Fund, and May 23, 2000  Venture 100 Fund

<PAGE>
7.  NET ASSETS
At June 30, 2000, net assets consisted of: (Unaudited)
                             Titan 500   Tempest 500  Velocity 100  Venture 100
                                  Fund          Fund          Fund         Fund
                                  ----          ----          ----         ----
Paid-In-Capital             15,481,853    13,197,917     47,207,326    7,420,871
Undistributed Net
 Investment Income              26,937        33,600         84,838       44,866
Accumulated Net Realized
Gain (Loss) on Investments   1,128,530      (892,054)       892,381  (3,162,958)
Net Unrealized Appreciation (Depreciation)
 on Investments, Options
  and Futures Contracts      (326,755)        221,265     1,118,891    (122,136)
                             --------         -------     ---------    --------
Net Assets                  16,310,565     12,560,728    49,303,436    4,180,643
                            ==========     ==========    ==========    =========

8. EQUITY INDEX SWAP AGREEMENTS
The Trust has entered into the following equity index swap agreements as of
June 30, 2000: (Unaudited)
                                             Notional                  Maturity
Fund                                     Market Value      Return          Date
----                                     ------------      ------            --
Velocity 100 Fund                       $58,794,360     Price Return*   7/21/00
Venture 100 Fund                         $6,872,032     Price Return*   7/21/00
NASDAQ 100 Index financing at a
     variable  rate.

<PAGE>


9.   SUBSEQUENT EVENT Effective on July 14, 2000, the Trust began  calculating a
     net asset  value per share  (NAV)  twice each  business  day,  first in the
     morning and again in the afternoon.  The morning NAV is calculated at 10:45
     a.m., Eastern Time, and the afternoon NAV is calculated at the close of the
     New York Stock Exchange  (currently  4:00 p.m.,  Eastern Time).  The NAV is
     calculated using the current market value of each Funds total assets as of
     the   respective   time   of   calculation.



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