DISTRIBUTION AGREEMENT
RYDEX SERIES FUNDS
THIS DISTRIBUTION AGREEMENT is made as of February 25, 2000 (the
"Agreement") by and between Rydex Series Funds, a Delaware business trust (the
"Trust"), and PADCO Financial Services, Inc. ("PADCO"), a Maryland corporation.
WHEREAS, the Trust is registered as an open-end investment company
under the Investment Company Act of 1940 (the "1940 Act"); and its units of
beneficial interest are registered with the Securities and Exchange Commission
(the "SEC") under the Securities Act of 1933 (the "1933 Act"); and
WHEREAS, PADCO is registered as a broker-dealer with the SEC under the
Securities Exchange Act of 1934, and is a member in good standing of the
National Association of Securities Dealers, Inc. ("NASD"); and
WHEREAS, the Trust desires to retain PADCO to: (i) distribute, or to
retain a Service Provider to distribute, Shares (the "Shares") of certain
investment portfolios of the Trust as described in Exhibit A (the "Funds"); and
(ii) provide, pursuant to the Distribution Plan (the "Plan") as adopted by the
Trust under Rule 12b-1 under the 1940 Act, for the sale and distribution of the
Funds, and for such additional classes or series as the Trust may issue; and
WHEREAS PADCO, or such other service provider as PADCO shall determine,
is prepared to provide such services commencing on the date first written above;
and
WHEREAS, the Trust and PADCO wish to enter into an agreement with each
other with respect to the continuous offering of the Trust's Shares.
NOW THEREFORE, in consideration of the premises and mutual covenants
set forth herein, PADCO and the Trust hereto agree as follows:
1. DEFINITIONS
1.1 "Recipient" shall mean any broker or dealer, administrator, investment
adviser, institution, including bank trust departments, or other person
or entity that; (i) renders, or has rendered, assistance (whether
direct and/or administrative) in the distribution of the Funds or in
shareholder services to Clients of the Funds; (ii) has, or will,
furnish PADCO with such information as PADCO has requested, or may
request, to answer such questions as may arise regarding the sale of
shares of the Funds; and (iii) has been selected by PADCO to receive
payments under the Plan.
1.2 "Qualified Holdings" shall mean, as to any Recipient, all shares of the
Fund owned beneficially or of record by (i) such Recipients or (ii)
such brokerage or other customers, investment advisory or other
Clients, and/or accounts as to which such Recipient is fiduciary,
co-fiduciary, custodian or co-custodian, but in no event shall any such
shares be deemed owned by more than one Recipient.
2. DISTRIBUTION SERVICES
2.1 The Trust hereby appoints, and PADCO hereby agrees, to act as the
Trust's agent to sell and arrange for the sale of the Shares covered by
the Registration Statement under the 0000 Xxx.
2.2 Pursuant to the Plan, the Trust shall compensate PADCO for distribution
services and expenses incurred in promoting the sale of the Funds'
Shares at a rate not to exceed .25% per annum of the Funds' average
daily net assets attributable to shares of the Funds that were sold by
or through Recipients. The Funds shall bear their own respective costs
of distribution, and compensation shall be made from the assets of the
Funds, the Shares of which have been sold. Such costs shall be
calculated and accrued daily and paid within fifteen (15) days of the
end of each month. PADCO shall use such payments received from the
Funds to compensate Recipients for distribution services and expenses
of the type contemplated herein and reviewed from time to time by the
Trustees of the Trust, in promoting the sale of the Funds' Shares,
including, but not limited to providing distribution assistance and
administrative support services for the Funds. PADCO may, in its
discretion, retain a portion of such payments to compensate itself for
distribution services and distribution related expenses such as the
costs of preparation, printing, mailing or otherwise disseminating
sales literature, advertising, and prospectuses (other than those
furnished to current shareholders of the Funds), promotional and
incentive programs, and such other marketing expense that PADCO may
incur.
2.3 Pursuant to the Plan, PADCO shall make payments to any Recipient within
fifteen (15) days of the end of each fiscal quarter of the Trust, at an
annualized rate not to exceed .25% for distribution expenses, as listed
in Section 2.2 above. Such annualized rate shall be calculated as a
percentage of net asset value of Qualified Holdings owned beneficially
or of record by Recipients or by Recipients' Clients during such
quarter. PROVIDED, HOWEVER, that no such payments shall be made to any
Recipient for any such quarter in which the Recipient's Qualified
Holdings do not equal or exceed, at the end of such quarter, the asset
minimum ("Minimum Qualified Holdings") to be set from time to time by
PADCO with the approval of the Trustees of the Trust.
2.4 PADCO shall comply with all applicable laws, rules and regulations,
including, without limitations, all rules and regulations made or
adopted by the SEC or by any securities association registered under
the 1934 Act. PADCO shall maintain the required licenses and
registrations for itself as a broker or dealer, and for its registered
representatives or other associated persons, under the 1934 Act and
applicable state securities laws.
2.5 PADCO is not authorized by the Trust to give on behalf of the Trust any
information or to make any representations in connection with the sale
of Shares other than the information and representations contained in a
Registration Statement filed with the SEC under the 1933 Act and the
1940 Act, as such Registration Statement may be amended from time to
time, or contained in shareholder reports or other material that may be
prepared by or on behalf of the Trust for PADCO's use.
2.6 The Trust understands that PADCO is now, or may in the future be, the
distributor of the shares of several investment companies or series
(collectively, the "Investment Entities"), including Investment
Entities having investment objectives similar to those of the Trust.
The Trust further understands that investors and potential investors in
the Trust may invest in shares of such other Investment Entities. The
Trust agrees that PADCO's duties to such Investment Entities shall not
be deemed in conflict with its duties to the Trust under this Section
2.6.
2.7 PADCO shall not utilize any materials in connection with the sale or
offering of Shares except the Trust's current prospectus and statement
of additional information ("SAI") and such other materials as the Trust
shall provide or approve.
2.8 All activities by PADCO and its employees, as distributor of the
Shares, shall comply with all applicable laws, rules and regulations,
including, without limitation, all rules and regulations made or
adopted by the SEC or the National Association of Securities Dealers.
2.9 Whenever in its judgment such action is warranted by unusual market,
economic or political conditions or abnormal circumstances of any kind,
the Trust may decline to accept any orders for, or make any sales of,
the Shares until such time as the Trust deems it advisable to accept
such orders and to make such sales, and the Trust advises PADCO
promptly of such determination.
2.10 The Trust agrees to pay all costs and expenses in connection with the
registration of Shares under the Securities Act of 1933, as amended,
and all expenses in connection with maintaining facilities for the
issue and transfer of Shares and for supplying information, prices and
other data to be furnished by the Funds hereunder, and all expenses in
connection with the preparation and printing of the Funds' prospectuses
and SAI for current shareholders, for regulatory purposes and for
distribution to current shareholders.
2.11 The Trust agrees at its own expense to execute any and all documents
and to furnish any and all information and otherwise to take all
actions that may be reasonably necessary in connection with the
qualification of the Shares for sale in such states as PADCO may
designate. The Trust shall notify PADCO in writing of the states in
which the Shares may be sold and shall notify PADCO in writing of any
changes to the information contained in the previous notification.
2.12 The Trust shall furnish from time to time, for use in connection with
the sale of the Shares, such information with respect to the Trust and
the Shares as PADCO may reasonably request. The Trust shall also
furnish PADCO upon request with: (a) audited annual statements and
unaudited semi-annual statements of a Fund's books and accounts
prepared by the Trust, (b) quarterly earnings statements prepared by
the Trust, (c) a monthly itemized list of the securities in the Funds,
(d) monthly balance sheets as soon as practicable after the end of each
month, and (e) from time to time such additional information regarding
the financial condition of the Trust as PADCO may reasonably request.
2.13 The Trust represents to PADCO that all Registration Statements and
prospectuses filed by the Trust with the SEC under the 1933 Act with
respect to the Shares have been prepared in conformity with the
requirements of the 1933 Act and the rules and regulations of the SEC
thereunder. As used in this Agreement, the term "Registration
Statement" shall mean any registration statement and any prospectus and
any SAI relating to the Trust filed with the SEC and any amendments or
supplements thereto at any time filed with the SEC. Except as to
information included in the Registration Statement in reliance upon
information provided to the Trust, PADCO or any affiliate of PADCO,
expressly for use in the Registration Statement, the Trust represents
and warrants to PADCO that any Registration Statement, when such
Registration Statement becomes effective, will contain statements
required to be stated therein in conformity with the 1933 Act and the
rules and regulations of the SEC; that all statements of fact contained
in any such Registration Statement will be true and correct when such
Registration Statement becomes effective, and that no Registration
Statement when such Registration Statement becomes effective will
include an untrue statement of a material fact or omit to state a
material fact required to be stated therein or necessary to make the
statements therein not misleading to a purchaser of the Shares. PADCO
may, but shall not be obligated to, propose from time to time such
amendment or amendments to any Registration
Statement and such supplement or supplements to any prospectus as,
in the light of future developments, may, in the opinion of the
Trust's counsel, be necessary or advisable. The Trust shall promptly
notify PADCO of any advice given to it by its counsel regarding the
necessity or advisability of amending or supplementing such
Registration Statement. The Trust shall not file any amendment to
any Registration Statement or supplement to any prospectus without
giving PADCO reasonable notice thereof in advance; provided,
however, that nothing contained in this Agreement shall in any way
limit the Trust's right to file at any time such amendments to any
Registration Statements and/or supplements to any prospectus, of
whatever character, as the Trust may deem advisable, such right
being in all respects absolute and unconditional.
3. INDEMNIFICATION AND NOTIFICATION
3.1 The Trust agrees to indemnify and hold harmless PADCO, its officers,
directors, and employees, and any person who controls PADCO within the
meaning of Section 15 of the 1933 Act, free and harmless from and
against any and all claims, costs, expenses (including reasonable
attorneys' fees) losses, damages, charges, payments an liabilities of
any sort or kind which PADCO, its officers, directors, employees or any
such controlling person may incur under the 1933 Act, under any other
statute, at common law or otherwise, but only to the extent that such
liability or expense incurred by PADCO, its officers, directors,
employees or any controlling person resulting from such claims or
demands arises out of the acquisition of Shares by any person which is
based upon: (i) any untrue statement, or alleged untrue statement, of a
material fact contained in the Trust's Registration Statement,
prospectus, SAI, or sales literature (including amendments and
supplements thereto), or (ii) any omission, or alleged omission, to
state a material fact required to be stated in the Trust's Registration
Statement, prospectus, SAI or sales literature (including amendments or
supplements thereto), necessary to make the statements therein not
misleading.
Notwithstanding the foregoing, the Trust shall not be obligated to
indemnify any entity or person pursuant to this paragraph 3.1 against
any losses, claims, costs, charges, payments, damages, liabilities or
expenses (including attorneys' fees) of any sort or kind arising (i)
out of the acquisition of Shares by any person which is based upon any
untrue statement or omission or alleged untrue statement or omission
made in reliance on and in conformity with information furnished to the
Trust by PADCO or its affiliated persons for use in the Trust's
Registration Statement (including amendments or supplements thereto),
prospectus, SAI or sales literature; (ii) by reason of PADCO's willful
misfeasance, bad faith or negligence in the performance of PADCO's
duties hereunder; (iii) by reason of reckless disregard of PADCO's
obligations or duties hereunder, from reliance on information furnished
to the Trust by PADCO or its affiliates; or (iv) by reason of PADCO's
refusal or failure to comply with the terms or conditions of this
Agreement.
3.2 PADCO agrees to indemnify and hold harmless the Trust, its several
officers and Trustees and each person, if any, who controls a Fund or
Funds within the meaning of Section 15 of the 1933 Act against any and
all claims, costs, expenses (including reasonable attorneys' fees),
losses, damages, charges, payments and liabilities of any sort or kind
which the Trust, its officers or Trustees, or any such controlling
person may incur under the 1933 Act, under any other statute, at common
law or otherwise, but only to the extent that such liability or expense
incurred by the Trust, its officers or Trustees, or any controlling
person resulting from such claims or demands arose (i) out of the
acquisition of any Shares by any person which may be based upon any
untrue statement, or alleged untrue statement, of a material fact
contained in the Trust's Registration Statement (including
amendments and supplements thereto), prospectus, SAI or sales
literature alleged omission, to state a material fact required to be
stated therein or necessary to make the statements therein not
misleading, if such statement or omission was made in reliance upon
information furnished or confirmed in writing to the Trust by PADCO
or its affiliated persons (as defined in the 1940 Act); (ii) by
reason of PADCO's willful misfeasance, bad faith or negligence in
performance of PADCO's duties or obligations hereunder or by reason
of reckless disregard of its duties or obligations hereunder; (iii)
from reliance on information furnished to the Trust by PADCO or its
affiliates; or (iv) from PADCO's refusal or failure to comply with
the terms or conditions of this Agreement.
3.3 In any case in which one party hereto (the "Indemnifying Party") may be
asked to indemnify or hold the other party hereto (the "Indemnified
Party") harmless, the Indemnified Party will notify the Indemnifying
Party promptly after identifying any situation which it believes
presents or appears likely to present a claim for indemnification (an
"Indemnification Claim") against the Indemnifying Party, although the
failure to do so shall not prevent recovery by the Indemnified Party,
and shall keep the Indemnifying Party advised with respect to all
developments concerning such situation. The Indemnifying Party shall
have the option to defend the Indemnified Party against any
Indemnification Claim which may be the subject of this indemnification,
and, in the event that the Indemnifying Party so elects, such defense
shall be conducted by counsel chosen by the Indemnifying Party and
satisfactory to the Indemnified Party, whose approval shall not be
unreasonably withheld. In the event that the Indemnifying Party elects
to assume the defense of any Indemnification Claim and retains legal
counsel, the Indemnified Party shall bear the fees and expenses of any
additional legal counsel retained by it. The Indemnified Party will not
confess any Indemnification Claim or make any compromise in any case in
which the Indemnifying Party will be asked to provide indemnification,
except with the Indemnifying Party's prior written consent. The
obligations of the parties hereto under this Section 3.3 shall survive
the termination of this Agreement.
In the event that the Indemnifying Party does not elect to assume the
defense of any such suit, or in case the Indemnified Party reasonably
does not approve of counsel chosen by the Indemnified Party, or in case
there is a conflict of interest between the Trust and PADCO, the
Indemnifying Party will reimburse the Indemnified Party, its officers,
trustees, directors and employees, or the controlling person or persons
named as defendant or defendants in such suit, for the reasonable fees
and expenses of any counsel retained by the Indemnified Party or such
defendants. The Indemnifying Party's indemnification agreement
contained in this Section 3.3 and the Indemnifying Party's
representations and warranties in this Agreement shall remain operative
and in full force and effect regardless of any investigation made by or
on behalf of the Indemnified Party, its officers, directors, trustees
or employees, or any controlling persons, and shall survive the
delivery of any Shares. This agreement of indemnity will inure
exclusively to the Indemnified Party's benefit, to the benefit of its
several officers, trustees, directors and employees, and their
respective estates and to the benefit of the controlling person(s) and
their successors. The Indemnifying Party agrees promptly to notify the
Indemnified Party of the commencement of any litigation or proceedings
against the Indemnifying Party or any of its officers, trustees or
directors in connection with the issue and sale of any Shares.
3.4 No Shares shall be offered by either PADCO or the Trust under any of
the provisions of this Agreement and no orders for the purchase or sale
of Shares hereunder shall be accepted by the Trust if and so long as
effectiveness of the Registration Statement then in effect or any
necessary
amendments thereto shall be suspended under any of the provisions of
the 1933 Act, or if and so long as a current prospectus as required
by Section 5(b)(2) of the 1933 Act is not on file with the SEC;
provided, however, that nothing contained in this Section 3.4 shall
in any way restrict or have any application to or bearing upon the
Trust's obligation to redeem Shares tendered for redemption by any
shareholder in accordance with the provisions of the Trust's
Registration Statement, Declaration of Trust, or bylaws.
3.5 The Trust agrees to advise PADCO as soon as reasonably practical by a
notice in writing delivered to PADCO:
(i) in the event of the issuance by the SEC of any stop order
suspending the effectiveness of the Registration Statement, prospectus
or SAI then in effect or the initiation by service of process on the
Trust of any proceeding for that purpose;
(ii) of any happening of any event that makes untrue any statement of a
material fact made in the Registration Statement, prospectus or SAI
then in effect or that requires the making of a change in such
Registration Statement, prospectus or SAI in order to make the
statements therein not misleading, and
(iii) of all actions of the SEC with respect to any amendments to any
Registration Statement, prospectus or SAI which may from time to time
be filed with the SEC.
For purposes of this section, informal requests by or acts of the Staff
of the SEC shall not be deemed actions of the SEC.
4. TERM
4.1 This Agreement shall become effective on the date first written above
and, unless sooner terminated as provided herein, shall continue for an
initial two-year term and thereafter shall be renewed for successive
one-year terms in accordance with the requirements of the 1940 Act.
This Agreement is terminable without penalty, on at least sixty days'
written notice, by either party. This Agreement will also terminate
automatically in the event of its assignment (as defined in the 1940
Act and the rules thereunder).
4.2 In the event a termination notice is given by the Trust, all reasonable
expenses associated with movement of records and materials and
conversion thereof will be borne by the Trust.
5. LIMITATION OF LIABILITY
5.1 PADCO shall at all times act in good faith and agrees to use its best
efforts, within commercially reasonable limits, to ensure the accuracy
of all services performed under this Agreement. PADCO shall not be
liable to the Trust for any error of judgment or mistake of law or for
any loss suffered by the Trust in connection with the performance of
its obligations and duties under this Agreement, except a loss
resulting from: (i) PADCO's willful misfeasance, bad faith or
negligence in the performance of such obligations and duties, or by
reason of its reckless disregard thereof; (ii) reliance on information
furnished to the Trust by PADCO or its affiliates; or (iii) PADCO's
refusal or failure to comply with the terms or conditions of this
Agreement.
5.2 The Trust shall not be liable to PADCO for any error of judgment or
mistake of law or for any loss suffered by PADCO, except a loss
resulting from the Trust's willful misfeasance, bad faith or negligence
in the performance of its duties and obligations hereunder, or by
reason of reckless disregard thereof.
5.3 Each party shall have the duty to mitigate damages for which the other
party may become responsible.
6. EXCLUSION OF WARRANTIES
THIS IS A SERVICE AGREEMENT. EXCEPT AS EXPRESSLY PROVIDED IN THIS
AGREEMENT, PADCO DISCLAIMS ALL OTHER REPRESENTATIONS OR WARRANTIES,
EXPRESS OR IMPLIED, MADE TO THE TRUST, THE FUNDS OR ANY OTHER PERSON,
INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES REGARDING QUALITY,
SUITABILITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR
OTHERWISE (IRRESPECTIVE OF ANY COURSE OF DEALING, CUSTOM OR USAGE OF
TRADE) OF ANY SERVICES OR ANY GOODS PROVIDED INCIDENTAL TO SERVICES
PROVIDED UNDER THIS AGREEMENT. PADCO DISCLAIMS ANY WARRANTY OF TITLE OR
NON-INFRINGEMENT EXCEPT AS OTHERWISE SET FORTH IN THIS AGREEMENT.
7. MODIFICATIONS AND WAIVERS
No change, termination, modification, or waiver of any term or
condition of the Agreement shall be valid unless made in writing signed
by each party. No such writing shall be effective as against PADCO
unless said writing is executed by an officer of PADCO. A party's
waiver of a breach of any term or condition in the Agreement shall not
be deemed a waiver of any subsequent breach of the same or another term
or condition.
8. NO PRESUMPTION AGAINST DRAFTER
PADCO and the Trust have jointly participated in the negotiation and
drafting of this Agreement. The Agreement shall be construed as if
drafted jointly by the Trust and PADCO, and no presumptions arise
favoring any party by virtue of the authorship of any provision of this
Agreement.
9. PUBLICITY
Neither PADCO nor the Trust shall release or publish news releases,
public announcements, advertising or other publicity relating to this
Agreement or to the transactions contemplated by it without prior
review and written approval of the other party; provided, however, that
either party may make such disclosures as are required by legal,
accounting or regulatory requirements after making reasonable efforts
in the circumstances to consult in advance with the other party.
10. SEVERABILITY
The parties intend every provision of this Agreement to be severable.
If a court of competent jurisdiction determines that any term or
provision is illegal or invalid for any reason, the illegality
or invalidity shall not affect the validity of the remainder of this
Agreement. In such case, the parties shall in good faith modify or
substitute such provision consistent with the original intent of the
parties. Without limiting the generality of this paragraph, if a court
determines that any remedy stated in this Agreement has failed of its
essential purpose, then all other provisions of this Agreement,
including the limitations on liability, shall remain fully effective.
11. FORCE MAJEURE
11.1 No party shall be liable for any default or delay in the performance of
its obligations under this Agreement if and to the extent such default
or delay is caused, directly or indirectly, by (i) fire, flood,
elements of nature or other acts of God; (ii) any outbreak or
escalation of hostilities, war, riots or civil disorders in any
country, (iii) any act or omission of the other party or any
governmental authority; (iv) any labor disputes (whether or not the
employees' demands are reasonable or within the party's power to
satisfy); or (v) nonperformance by a third party or any similar cause
beyond the reasonable control of such party, including without
limitation, failures or fluctuations in telecommunications or other
equipment. In any such event, the non-performing party shall be excused
from any further performance and observance of the obligations so
affected only for so long as such circumstances prevail and such party
continues to use commercially reasonable efforts to recommence
performance or observance as soon as practicable.
11.2 Notwithstanding any other provision in this Agreement, in the event of
equipment failures or the occurrence of events beyond PADCO's control
which render its performance under this Agreement impossible, PADCO
shall at no additional expense to the Trust take reasonable steps to
minimize service interruptions. PADCO shall develop and maintain a plan
for recovery from equipment failures which may include contractual
arrangements with appropriate third parties making reasonable
provisions for emergency use of electronic data processing equipment.
12. YEAR 2000
In addition to any other express or implied warranties made in this
Agreement, PADCO hereby represents and warrants that each and every
commercial and noncommercial hardware, software, firmware, mechanical,
or electrical product ("Product(s)") utilized, created, assembled,
manufactured, developed or modified in connection with any services
offered or provided under this Agreement shall, at no additional cost
to the Trust, be able to store and process accurately any and all date
and date-related data (including, but not limited to, calculating,
comparing, storing, processing, recording, valuing, recognizing,
validating, presenting, and sequencing) during the year 2000 and
thereafter, in the manner performed prior thereto, not withstanding the
year 2000. The Trust may, at no additional cost, require PADCO to
demonstrate compliance and/or compliance techniques and test procedures
it intends to follow, or evidence of compliance by Recipients,
consistent with the date-related representations, warranties, and
obligation contained herein.
13. MISCELLANEOUS
Any notice or other instrument authorized or required by this Agreement
to be given in writing to the Trust or PADCO shall be sufficiently
given if addressed to the party and received by it at its office set
forth below or at such other place as it may from time to time
designate in writing.
To the Trust:
Rydex Series Funds
0000 Xxxxxxxxx Xxxxxxxxx
Xxxxx 000
Xxxxxxxxx, XX 00000
Attn:____________________
To PADCO:
PADCO Financial Services, Inc.
0000 Xxxxxxxxx Xxxxxxxxx
Xxxxx 000
Xxxxxxxxx, XX 00000
Attn:____________________
14. GOVERNING LAW/VENUE
The laws of the State of Maryland, excluding the laws on conflicts of
laws, and the applicable provision of the 1940 Act shall govern the
interpretation, validity, and enforcement of this Agreement. To the
extent the provisions of Maryland law or the provisions hereof conflict
with the 1940 Act, the 1940 Act shall control. All actions arising from
or related to this Agreement shall be brought in the state and federal
courts within the State of Maryland, and PADCO and the Trust hereby
submit themselves to the exclusive jurisdiction of those courts.
15. COUNTERPARTS
This Agreement may be executed in any number of counterparts, each of
which shall be deemed to be an original and which collectively shall be
deemed to constitute only one instrument.
16. CAPTIONS
The captions of this Agreement are included for convenience of
reference only and in no way define or delimit any of the provisions
hereof or otherwise affect their construction or effect.
17. SUCCESSORS
This Agreement shall be binding upon and shall inure to the benefit of
the parties hereto and their respective successors and is not intended
to confer upon any other person any rights or remedies hereunder.
18. ARBITRATION
Any claim or controversy arising out of or relating to this Agreement,
or breach hereof, shall be settled by arbitration administered by the
American Arbitration Association in accordance with its applicable
rules, except that the Federal Rules of Evidence and the Federal Rules
of Civil Procedure
with respect to the discovery process shall apply. The parties
hereby agree that judgment upon the aware rendered by the arbitrator
may be entered in any court having jurisdiction.
The parties acknowledge and agree that the performance of the
obligations under this Agreement necessitates the use of
instrumentalities of interstate commerce and, notwithstanding other
general choice of law provisions in this Agreement, the parties agree
that the Federal Arbitration Act shall govern and control with respect
to the provision of this Article.
19. OBLIGATIONS OF THE TRUST
The execution and delivery of this Agreement have been authorized by
the Trustees of the Trust, and signed by an authorized officer of the
Trust, acting as such, and neither such authorization by such Trustees
nor such execution and delivery by such officer shall be deemed to have
been made by any of them or any shareholder of the Trust individually
or to impose any liability on any of them or any shareholder of the
Trust personally, but shall bind only the assets and property of the
Trust as provided in the Trust's Declaration of Trust.
20. ENTIRE AGREEMENT
This Agreement, including all Schedules hereto, constitutes the entire
agreement between the parties with respect to the subject matter hereof
and supersedes all prior and contemporaneous proposals, agreements,
contracts, representations, and understandings, whether written or
oral, between the parties with respect to the subject matter hereof.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the day and year first above written.
RYDEX SERIES FUNDS
By:
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Name:
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Title:
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PADCO FINANCIAL SERVICES, INC.
By:
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Name:
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Title:
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EXHIBIT A
RYDEX SERIES FUNDS
RYDEX SERIES FUNDS
Large-Cap Europe Fund
Large-Cap Japan Fund
