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RYDEX SERIES FUNDS
RULE 18f-3
MULTIPLE CLASS PLAN
AUGUST 28, 2000
Rydex Series Funds (the "Trust"), a registered investment
company that currently consists of a number of separately managed funds, has
elected to rely on Rule 18f-3 under the Investment Company Act of 1940, as
amended (the "1940 Act"), in offering multiple classes of shares in each fund
listed on Schedule A hereto (each a "Fund" and together the "Funds").
A. ATTRIBUTES OF SHARE CLASSES
1. The rights of each class of shares of the Funds shall be as
set forth in the respective Certificate of Class Designation for each class
(each a "Certificate") as each such Certificate is approved by the Trust's Board
of Trustees and as attached hereto as Exhibits.
2. With respect to each class of shares created hereunder,
each share of a Fund will represent an equal PRO RATA interest in the Fund and
will have identical terms and conditions, except that: (i) each new class will
have a different class name (or other designation) that identifies the class as
separate from any other class; (ii) each class will be offered and sold only to
investors meeting the qualifications set forth in the Certificate and disclosed
in the Trust's Prospectuses; (iii) each class will separately bear any
distribution fees that are payable in connection with a distribution plan
adopted pursuant to Rule 12b-1 under the 1940 Act (a "Distribution Plan"), and
separately bear any other service fees ("service fees") that are payable under
any service agreement entered into with respect to that class which are not
contemplated by or within the scope of the Distribution Plan; (iv) each class
may bear, consistent with rulings and other published statements of position by
the Internal Revenue Service, the expenses of the Fund's operations which are
directly attributable to such class ("Class Expenses"); and (v) shareholders of
each class will have exclusive voting rights regarding any matter (such as a
Distribution Plan or service agreement relating to a class) submitted to
shareholders that relates solely to such class, and will have separate voting
rights on any matter submitted to shareholders in which the interests of that
class differ from the interests of any other class.
B. EXPENSE ALLOCATIONS
With respect to each Fund, the expenses of each class shall be
allocated as follows: (i) any Rule 12b-1 fees relating to a particular class of
shares associated with a Distribution Plan or service fees relating to a
particular class of shares are (or will be) borne exclusively by that class;
(ii) any incremental transfer agency fees relating to a particular class
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are (or will be) borne exclusively by that class; and (iii) Class Expenses
relating to a particular class are (or will be) borne exclusively by that class.
Non-class specific expenses shall be allocated in accordance
with Rule 18f-3(c).
C. AMENDMENT OF PLAN; PERIODIC REVIEW
This Multiple Class Plan must be amended to properly describe
(through additional exhibits hereto) each new class of shares upon its approval
by the Board.
The Board of Trustees of the Trust, including a majority of
the Trustees who are not "interested persons" of the Trust as defined in the
1940 Act, must periodically review this Multiple Class Plan for its continued
appropriateness, and must approve any material amendment of the Multiple Class
Plan as it relates to any class of any Fund covered by the Multiple Class Plan.
In approving any material amendment to the Multiple Class Plan, the Trustees,
including a majority of the Trustees who are not interested persons of the
Trust, must find that the amendment is in the best interests of each class
individually and the Trust as a whole.
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SCHEDULE A
RYDEX SERIES FUNDS
FUND
Nova
Ursa
OTC
Arktos
U.S. Government Bond
Juno
U.S. Government Money Market
Ursa Master
Arktos Master
Juno Master
Utilities Master
Large-Cap Europe
Large-Cap Japan
Small-Cap
Banking
Basic Materials
Biotechnology
Consumer Products
Electronics
Energy
Energy Services
Financial Services
Health Care
Internet
Leisure
Precious Metals
Retailing
Technology
Telecommunications
Transportation
Utilities
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Exhibit A
RYDEX SERIES FUNDS
CERTIFICATE OF CLASS DESIGNATION
ADVISOR CLASS SHARES
1. CLASS-SPECIFIC DISTRIBUTION ARRANGEMENTS; OTHER EXPENSES.
Advisor Class Shares are subject to asset-based fees under a
Distribution and Shareholder Services Plan (the "Plan"). Pursuant to Rule 12b-1,
The Trust, on behalf of the applicable Fund, will make monthly payments to the
Distributor for providing distribution services under the Plan approved by the
Board of Trustees, at an annual rate of up to .25% of each Fund's average daily
net assets attributable to the Advisor Class Shares. The Distributor will use
this fee to compensate service providers for providing distribution-related
services, ongoing account maintenance and other services to Institutional
shareholders (including, when applicable, any underlying beneficial owners)
including, but not limited to, answering routine customer inquiries concerning
their investments. The Trust, on behalf of the applicable Fund, will make
monthly payments to the Servicer for providing shareholder services under the
Plan approved by the Board of Trustees at an annual rate of .25% of each Fund's
average daily net assets attributable to the Advisor Class Shares, as
compensation for providing some or all of the following shareholder services
including: (i) maintaining accounts relating to Clients that invest in Advisor
Shares; (ii) arranging for bank wires; (iii) responding to Client inquiries
relating to the services performed by PADCO Financial Services, Inc. or any
service provider; (iv) responding to inquiries from Clients concerning their
investment in Advisor Class Shares; (v) assisting Clients in changing dividend
options, account designations and addresses; (vi) providing information
periodically to Clients showing their position in Advisor Class Shares; (vii)
forwarding shareholder communications from the Funds such as proxies,
shareholder reports, annual reports, and dividend distribution and tax notices
to Clients; (viii) processing purchase exchange and redemption requests from
Clients and placing orders with the Funds or its service providers; (ix)
providing sub-accounting with respect to Advisor Class Shares beneficially owned
by Clients; and (x) processing dividend payments from the Funds on behalf of
Clients.
2. ELIGIBILITY OF PURCHASERS
Advisor Class Shares generally require a minimum initial investment of
$25,000. Advisor Class Shares are only sold through a third party financial
intermediary or mutual fund supermarket.
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3. EXCHANGE PRIVILEGES
Advisor Class Shares of each Fund may be exchanged for Advisor Class
Shares of each other Fund of the Trust in accordance with the procedures
disclosed in the Trust's Prospectuses, and subject to any applicable limitations
resulting from the closing of Funds to new investors.
4. VOTING RIGHTS
Each Advisor Class Shareholder will have one vote for each full Advisor
Class Share held and a fractional vote for each fractional Advisor Class Share
held. Advisor Class Shareholders will have exclusive voting rights regarding any
matter submitted to shareholders that relates solely to Advisor Class Shares
(such as a distribution plan or service agreement relating to Advisor Class
Shares), and will have separate voting rights on any other matter submitted to
shareholders in which the interests of the Advisor Class Shareholders differ
from the interests of holders of any other class.
5. CONVERSION RIGHTS
Advisor Class Shares do not have a conversion feature.
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Exhibit B
RYDEX SERIES FUNDS
CERTIFICATE OF CLASS DESIGNATION
INVESTOR CLASS SHARES
1. CLASS-SPECIFIC DISTRIBUTION ARRANGEMENTS; OTHER EXPENSES.
Investor Class Shares are sold without a sales charge or asset-based
distribution or shareholder servicing fee.
2. ELIGIBILITY OF PURCHASERS
Investor Class Shares generally require a minimum initial investment of
$25,000.
3. EXCHANGE PRIVILEGES
Investor Class Shares of a Trust's Fund may be exchanged for Investor
Class Shares of each other Fund of the Trust in accordance with the procedures
disclosed in the Trust's Prospectuses, and subject to any applicable limitations
resulting from the closing of Funds to new investors.
4. VOTING RIGHTS
Each Investor Class Shareholder will have one vote for each full
Investor Class Share held and a fractional vote for each fractional Investor
Class Share held. Investor Class Shareholders will have exclusive voting rights
regarding any matter submitted to Investor Class Shareholders that relates
solely to Investor Class Shares and will have separate voting rights on any
other matter submitted to Investor Class Shareholders in which the interests of
Investor Class Shareholders differ from the interests of holders of any other
class.
5. CONVERSION RIGHTS
Investor Class Shares do not have a conversion feature.
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Exhibit C
RYDEX SERIES FUNDS
CERTIFICATE OF CLASS DESIGNATION
C CLASS SHARES
1. CLASS-SPECIFIC DISTRIBUTION ARRANGEMENTS; OTHER EXPENSES.
C Class Shares are subject to asset-based fees under a Distribution and
Shareholder Services Plan (the "Plan"). Pursuant to Rule 12b-1, The Trust, on
behalf of the applicable Fund, will make monthly payments to the Distributor and
other firms that provide distribution services ("Service Providers") under the
Plan approved by the Board of Trustees, at an annual rate of up to .75% of each
Fund's average daily net assets attributable to the C Class Shares. The annual
.75% distribution fee will be used to reimburse the Distributor for paying
investors' financial advisors an on-going sales commission. The Distributor will
advance the first year's service and distribution fees.
The Trust, on behalf of the applicable Fund, will make monthly payments
to the Servicer for providing shareholder services under the Plan approved by
the Board of Trustees at an annual rate of .25% of each Fund's average daily net
assets attributable to the C Class Shares, as compensation for providing some or
all of the following shareholder services including: (i) maintaining accounts
relating to Clients that invest in C Class Shares; (ii) arranging for bank
wires; (iii) responding to Client inquiries relating to the services performed
by Rydex Distributors, Inc. or any Service Provider; (iv) responding to
inquiries from Clients concerning their investment in C Class Shares; (v)
assisting Clients in changing dividend options, account designations and
addresses; (vi) providing information periodically to Clients showing their
position in C Class Shares; (vii) forwarding shareholder communications from the
Funds such as proxies, shareholder reports, annual reports, and dividend
distribution and tax notices to Clients; (viii) processing purchase exchange and
redemption requests from Clients and placing orders with the Funds or its
service providers; (ix) providing sub-accounting with respect to C Class Shares
beneficially owned by Clients; and (x) processing dividend payments from the
Funds on behalf of Clients.
2. ELIGIBILITY OF PURCHASERS
C Class Shares generally require a minimum initial investment as
discussed in the Trust's Prospectus. C Class Shares are only sold principally
through broker-dealers and other financial intermediaries.
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3. EXCHANGE PRIVILEGES
C Class Shares of each Fund may be exchanged for C Class Shares of each
other Fund of the Trust in accordance with the procedures disclosed in the
Trust's Prospectuses, and subject to any applicable limitations resulting from
the closing of Funds to new investors.
4. VOTING RIGHTS
Each C Class Shareholder will have one vote for each full C Class Share
held and a fractional vote for each fractional C Class Share held. C Class
Shareholders will have exclusive voting rights regarding any matter submitted to
shareholders that relates solely to C Class Shares (such as a distribution plan
or service agreement relating to C Class Shares), and will have separate voting
rights on any other matter submitted to shareholders in which the interests of
the C Class Shareholders differ from the interests of holders of any other
class.
5. CONVERSION RIGHTS
C Class Shares do not have a conversion feature.
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Exhibit D
RYDEX SERIES FUNDS
CERTIFICATE OF CLASS DESIGNATION
E CLASS SHARES
1. CLASS-SPECIFIC DISTRIBUTION ARRANGEMENTS; OTHER EXPENSES.
E Class Shares are subject to asset-based fees under a Distribution and
Shareholder Services Plan (the "Plan"). Pursuant to Rule 12b-1, The Trust, on
behalf of the applicable Fund, will make monthly payments to the Distributor for
providing distribution services under the Plan approved by the Board of
Trustees, at an annual rate of up to .25% of each Fund's average daily net
assets attributable to the E Class Shares. The Distributor will use this fee to
compensate service providers for providing distribution-related services,
on-going account maintenance and other services to shareholders (including, when
applicable, any underlying beneficial owners) including, but not limited to,
answering routine customer inquiries concerning their investments.
2. ELIGIBILITY OF PURCHASERS
E Class Shares require a minimum initial investment of $25,000 if
purchased through accounts that are not managed by a registered investment
advisor ("Self-Directed Accounts") or $15,000 if purchased through accounts over
which a registered investment advisor has discretionary authority. E Class
Shares are sold principally to professional money managers and to investors who
take part in certain strategic and tactical asset allocation investment
programs.
3. EXCHANGE PRIVILEGES
E Class Shares of each Fund may be exchanged for E Class Shares of each
other Fund of the Trust in accordance with the procedures disclosed in the
Trust's Prospectus, and subject to any applicable limitations resulting from the
closing of Funds to new investors.
4. VOTING RIGHTS
Each E Class Shareholder will have one vote for each full E Class Share
held and a fractional vote for each fractional E Class Share held. E Class
Shareholders will have exclusive voting rights regarding any matter submitted to
shareholders that relates solely to E Class Shares (such as a distribution plan
relating to E Class Shares), and will have separate voting rights on any other
matter submitted to shareholders in which the interests of the E Class
Shareholders differ from the interests of holders of any other class.
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5. CONVERSION RIGHTS
E Class Shares do not have a conversion feature.
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Exhibit E
RYDEX SERIES FUNDS
CERTIFICATE OF CLASS DESIGNATION
MASTER CLASS SHARES
1. CLASS-SPECIFIC DISTRIBUTION ARRANGEMENTS; OTHER EXPENSES.
Master Class Shares are sold without a sales charge or asset-based
distribution or shareholder servicing fee.
2. ELIGIBILITY OF PURCHASERS
Master Class Shares may only be purchased by the Feeder Funds of the
Trust.
3. CONVERSION RIGHTS
Master Class Shares do not have a conversion feature.
