Amendment dated August 27, 2007 to the Advisory Agreement between Rydex Variable Trust and PADCO Advisors II, Inc., dated April 30, 2004, as Amended

Exhibit 99.B(D)(2)

Amendment dated August 27, 2007

to the Advisory Agreement

between Rydex Variable Trust

and PADCO Advisors II, Inc.,

dated April 30, 2004,

as Amended

Amendment

to the

ADVISORY AGREEMENT

dated April 30, 2004, as amended,

between

RYDEX VARIABLE TRUST

and

PADCO ADVISORS II, INC.

The Funds will pay to the Adviser as compensation for the Adviser’s services rendered, a fee, computed daily at an annual rate based on the average daily net assets of the respective Fund, in accordance with the following fee schedule:

Fund		Rate
Nova		0.75	%
Inverse S&P 000 Xxxxxxxx		0.90	%
OTC		0.75	%
Government Long Bond 1.2x Strategy		0.50	%
Inverse Government Long Bond Strategy		0.90	%
Inverse OTC Strategy		0.90	%
Mid-Cap 1.5x Strategy		0.90	%
Xxxxxxx 2000® 1.5x Strategy		0.90	%
Europe 1.25x Strategy		0.90	%
Japan 1.25x Strategy		0.90	%
Large-Cap Value		0.75	%
Large-Cap Growth		0.75	%
Mid-Cap Value		0.75	%
Mid-Cap Growth		0.75	%
Inverse Mid-Cap Strategy		0.90	%
Small-Cap Value		0.75	%
Small-Cap Growth		0.75	%
Inverse Xxxxxxx 2000® Strategy		0.90	%
S&P 500 2x Strategy		0.90	%
Inverse S&P 500 2x Strategy		0.90	%
Banking		0.85	%
Basic Materials		0.85	%
Biotechnology		0.85	%
Consumer Products		0.85	%
Electronics		0.85	%
Energy		0.85	%
Energy Services		0.85	%
Financial Services		0.85	%
Health Care		0.85	%
Internet		0.85	%
Leisure		0.85	%
Precious Metals		0.75	%
Real Estate		0.85	%
Retailing		0.85	%
Technology		0.85	%
Telecommunications		0.85	%
Transportation		0.85	%
Utilities		0.85	%
U.S. Government Money Market		0.50	%
Sector Rotation		0.90	%

Fund		Rate
OTC 2x Strategy		0.90	%
Xxxxxxx XXX 0x Xxxxxxxx		0.90	%
Dow 2x Strategy		0.90	%
Xxxxxxx Xxx 0x Xxxxxxxx		0.90	%
CLS AdvisorOne Berolina		0.90	%
Xxxxxxx 2000®		0.75	%
Inverse Xxxxxxx 2000® 2x Strategy		0.90	%
Essential Portfolio Moderate		0.00	%
Essential Portfolio Aggressive		0.00	%
Essential Portfolio Conservative		0.00	%
Inverse High Yield Strategy Fund		0.75	%
Multi-Cap Core Equity*		0.70	%
CLS AdvisorOne Xxxxxxx VT		0.90	%
CLS AdvisorOne Clermont VT		0.90	%
Strengthening Dollar 2x Strategy		0.90	%
Weakening Dollar 2x Strategy		0.90	%
Commodities Strategy		0.75	%
Xxxxxxx 2000® 2x Strategy.		0.90	%
S&P 500.		0.75	%
Managed Futures Strategy Fund		0.90	%
High Yield Strategy Fund		0.75	%
International Rotation Fund		0.90	%

Additions are noted in bold.

* The management fee with respect to the Multi-Cap Core Equity Fund (the “Fund”) is comprised of a basic fee (the “Basic Fee”) at the annual rate of 0.70% of the Fund’s average daily net assets and a performance adjustment (the “Performance Adjustment”) as discussed below.

A. Calculating the Performance Adjustment.  The performance adjustment shall be calculated monthly by:

(i) Determining the difference in performance (the “Performance Difference”) between the Fund and the Xxxxxxx 3000 Index (the “Index”), as described in paragraph C;

(ii) Using the Performance Difference calculated under paragraph B(ii) to determine the performance adjustment ( the “Performance Adjustment”), as illustrated in paragraph D; and

(iii) Adding the Performance Adjustment to the Basic Fee to determine the management fee for the applicable month.

B. Computing the Performance Difference.  The Performance Difference is calculated monthly, and is determined by measuring the percentage difference between the performance of one Share of the Fund and the performance of the Index over the most recent 12-month period. The performance of one Share of the Fund shall be measured by computing the percentage difference, carried to five decimal places, between the net asset value as of the last business day of the period selected for comparison and the net asset value of such share as of the last business day of the prior period, adjusted for dividends or capital gain distributions treated as reinvested immediately. The performance of the

Index will be established by measuring the percentage difference, carried to five decimal places, between the beginning and ending values of the Index for the comparison period, with dividends or capital gain distributions on the securities that comprise the Index being treated as reinvested immediately.

C. Determining the Performance Adjustment.  For every 0.0375% in Performance Difference, the Adviser’s fee will be adjusted upwards or downwards by 0.01%. The maximum adjustment rate is 0.20% per year, resulting in a minimum possible annual fee of 0.50% and a maximum possible annual fee of 0.90%.

D. Performance Adjustment Example.  The following example illustrates the application of the Performance Adjustment:

For the rolling 12-month performance period		Fund’s investment performance			Index’s cumulative change			Fund’s performance relative to the Index
January 1		$	50.00		100.00
December 31		$	55.25		110.20
Absolute change		$	+5.25		$	+10.20
Actual change		+10.50		%	+10.20		%	+0.30	%

Based on these assumptions, the Fund calculates the Adviser’s management fee rate for the month-ended December 31 as follows:

· The portion of the annual basic fee rate of 0.70% applicable to that month is multiplied by the Fund’s average daily net assets for the month. This results in the dollar amount of the basic fee.

· The +0.30% difference between the performance of the Fund and the record of the Index is divided by 3.75, producing a rate of 0.08%.

· The 0.08% rate (adjusted for the number of days in the month) is multiplied by the Fund’s average daily net assets for the performance period. This results in the dollar amount of the performance adjustment.

· The dollar amount of the performance adjustment is added to the dollar amount of the basic fee, producing the adjusted management fee.

Performance Periods. For the period from July 1, 2003 through May 31, 2004, the Adviser will be paid at the Base Rate, without regard to any Performance Adjustment. For the month ending June 30, 2004, the Adviser will begin applying the Performance Adjustment as described herein, based upon the performance of the Fund relative to the performance of the Index during the 12-month period from July 1, 2003 through June 30, 2004. The 12-month comparison period will roll over with each succeeding month, so that it will always equal 12 months, ending with the month for which the performance incentive adjustment is being computed.

Changes to the “Index.”  The Trustees have initially designated the Xxxxxxx 3000 Index as the index to be used for purposes of determining the Performance Adjustment (referred to herein as the “Index”). From time to time, to the extent permitted by the 1940 Act, the Trustees may, by a vote of the Trustees of the Trust voting in person, including a majority of the Trustees who are not parties to this Agreement or “interested persons” (as defined in the 0000 Xxx) of any such parties, determine that another securities index is a more appropriate benchmark than the Index

for purposes of evaluating the performance of the Fund in calculating the Performance Adjustment. After ten days’ written notice to the Adviser, a different index (the “Successor Index”) may be substituted for the Index in prospectively calculating the Performance Adjustment. However, the calculation of that portion of the Performance Adjustment attributable to any portion of the performance period prior to the adoption of the Successor Index will still be based upon the Fund’s performance compared to the Index.

In witness whereof, the parties hereto have caused this Amendment to be executed in their names and on their behalf and through their duly-authorized officers as of the 27th day of August, 2007.

		RYDEX VARIABLE TRUST
		By:		/s/ Xxxx X. Xxxxxxxxxxx
		Name:			Xxxx X. Xxxxxxxxxxx
		Title:			President
		PADCO ADVISORS II, INC.
		By:	/s/ Xxxx X. Xxxxxxxxxxx
		Name:			Xxxx X. Xxxxxxxxxxx
		Title:			Chief Executive Officer