BETWEEN

INTERIM MANAGEMENT CONTRACT

BETWEEN

RYDEX SERIES FUNDS

AND

PADCO ADVISORS, INC.

This Management Contract (the "Contract"), dated as of the 12th day of
December, 2003, is entered into by and between Rydex Series Funds (the "Trust")
and PADCO Advisors, Inc. (the "Manager").

A. The Trust has engaged Rydex Fund Services, Inc. (the "Administrator")
to render or make available to the Trust, at the Trust's expense, all services
needed for management and operation of the Trust except for the management of
the Trust's investment portfolios (hereinafter referred to individually as the
"Fund" and collectively as the "Funds" as appropriate).

B. The Trust wishes to engage the Manager, and the Manager wishes to be
engaged, to manage the Funds' investment portfolios.

WITNESSETH:

That in consideration of the mutual covenants hereinafter contained, it is
agreed as follows:

1. The Trust hereby employs the Manager to manage the investment and
reinvestment of the assets of the Funds comprising the Trust in accordance with
the investment objectives and policies as set forth in the Trusts' registration
statement filed pursuant to the Investment Company Act of 1940 and the
Securities Act of 1933 (the "Registration Statement") and subject to the
direction and control of the officers and Board of Trustees of the Trust, for
the period and on the terms set forth in this Contract. The Manager hereby
accepts such employment and agrees to render the services and to assume the
obligations herein set forth, for the compensation herein provided.

2. The Manager assumes and shall pay all expenses in connection with the
management of the investment and reinvestment of the portfolio assets of the
Fund, except that the Fund assumes and shall pay all broker's commissions and
transfer taxes chargeable to the Fund in connection with securities transactions
to which the Fund is a party.

3. In connection with the investment and reinvestment of the assets of the
Fund, the Manager is authorized on behalf of the Fund, to place orders for the
execution of the Fund's

portfolio transactions in accordance with the applicable policies of the Fund as
set forth in the Trust's Registration Statement, as such Registration Statement
may be amended from time to time. The Manager shall place orders for the
purchase or sale of securities either directly with the issuer or with a broker
or dealer selected by the Manager. In placing the Fund's securities trades, it
is recognized that the Manager will give primary consideration to securing the
most favorable price and efficient execution, so that the Fund's total cost or
proceeds in each transaction will be the most favorable under all circumstances.
Within the framework of this policy, the Manager may consider the financial
responsibility, research and investment information, and other services provided
by brokers or dealers who may effect or be a party to any such transaction or
other transactions to which other clients of the Manager may be a party.

It is understood that it is desirable for the Fund that the Manager have
access to investment and market research and securities and economic analyses
provided by brokers and others. It is also understood that brokers providing
such services may execute brokerage transactions at a higher cost to the Fund
than might result from the allocation of brokerage to other brokers on the basis
seeking the most favorable price and efficient execution. Therefore, the
purchase and sale of securities for the Fund may be made with brokers who
provide such research and analysis, subject to review by the Trust's Board of
Trustees from time to time with respect to the extent and continuation of this
practice. It is understood by both parties that the Manager may select
broker-dealers for their execution of the Fund's portfolio transactions who
provide research and analysis as the Manager may lawfully and appropriately use
in its investment management and advisory capacities, whether or not such
research and analysis also may be useful to the Manager in connection with its
services to other clients.

On occasions when the Manager deems the purchase or sale of a security to
be in the best interests of the Fund, as well as of other clients, the Manager
to the extent permitted by applicable laws and regulations, may aggregate the
securities to be so purchased or sold in order to obtain the most favorable
price of lower brokerage commissions and the most efficient execution. In such
event, allocation of the securities so purchased or sold, as well as the
expenses incurred in the transaction, will be made by the Manager in the manner
it considers to be the most equitable and consistent with its fiduciary
obligations to the Fund and to such other clients.

4. In exchange for the rendering of advice and services pursuant hereto,
the Trust shall pay the Advisor, and the Advisor shall accept as full
compensation for the services to be rendered and as full reimbursement for all
the charges and expenses to be assumed and paid by the Advisor as provided in
Section 2, a fee at an annual rate applied to the daily net assets of a Fund in
accordance with Schedule A of this Agreement.

The fee will be paid monthly not later than the fifth (5th) business day of the
month following the month for which services have been provided. In the event of
termination of this Contract, the fee shall be computed on the basis of the
period ending on the last business day on which this Contract is in effect
subject to a pro rata adjustment based on the number of days elapsed in the
current month as a percentage of the total number of days in such month, and
such fee shall be payable on the date of termination of this Contract with
respect to such Fund. For purposes of

calculating the Manager's fee, the value of the net assets of the Fund shall be
determined in the same manner as the Fund uses to compute the value of its net
assets in connection with the determination of the net asset value of its
shares, all as set forth more fully in such Fund's current Prospectus and
Statement of Additional Information.

5. Subject to and in accordance with the Bylaws and Declaration of Trust
of the Trust and the Bylaws and Articles of Incorporation of the Manager
respectively, and the Investment Company Act of 1940, trustees, officers, agents
and shareholders of the Fund are or may be interested in the Manager or its
affiliates (or any successor thereof) as shareholders or officers, directors,
agents, or otherwise, and directors, officers, agents or shareholders of the
Manager or its affiliates are or may be interested in the Fund as trustees,
officers, agents, shareholders or otherwise, and the Manager or its affiliates
may be interested in the Fund and such relationships shall be governed by said
governing instruments and the applicable provisions of the Investment Company
Act of 1940. The Manager shall notify the Trust of any change in ownership or
control of PADCO Advisors, Inc. that causes an "assignment" of this Contract (as
the term "assignment" is defined in the Investment Company Act of 1940 and the
rules and regulations promulgated thereunder) within a reasonable time after
such change.

6. During the term of this Contract, the Trust agrees: (A) to provide the
Manager with copies of all prospectuses, statements of additional information,
proxy statements, registration statements, reports to shareholders, sales
literature, and other material prepared for distribution to shareholders of the
Trust or the public that refer in any way to the Manager not later than the date
such material is first distributed to the public, or sooner if practicable, and
the Trust shall not use such material, or shall discontinue use of such
material, if the Manager reasonably objects in writing within five (5) business
days (or within such other time as may be mutually agreed) after the Manager's
receipt thereof; (B) to provide the Manager with true and correct copies of each
amendment or supplement to the Trust's Registration Statement (including any
prospectus and statement of additional information included therein), Bylaws and
Declaration of Trust not later than sooner if practicable; and (C) to provide
the Manager with (i) written notice of any resolutions, policies, restrictions
or procedures adopted by the Trust's Board of Trustees which affect the
Manager's investment management responsibilities hereunder, and (ii) a list of
every natural person or entity deemed by the Trust to be an "affiliated person
or promoter of or principal underwriter for the Trust or an affiliated person of
such person," as such terms are defined or used in Sections 2(a)(3), 2(a)(29),
2(a)(30) and 17 of the Investment Company Act of 1940, and the Trust shall
promptly notify the Manager of any additions or deletions to such list.

7. This Contract shall become effective with respect to each Fund on the
date first above written, and continue in effect for a period no greater than
150 days from December 11, 2003. This Contract may be terminated on ten (10)
days prior written notice to the Advisor with respect to any or all Funds
without penalty either by vote of the Trustees or by vote of a majority of the
outstanding voting securities of the Fund(s). This Contract shall automatically
terminate in the event of its assignment (within the meaning of the 1940 Act).
This Contract may be terminated by the Advisor on ten (10) days prior written
notice to the Trust. Any notice under this Contract shall be given as provided
in Section 11 below. As used in this Contract, the terms

"interested persons" and "vote of a majority of the outstanding securities"
shall have the respective meanings set forth in Section 2(a)(19) and Section
2(a)(42) of the Investment Company Act of 1940.

8. The services of the Manager to the Trust hereunder are not to be deemed
exclusive, and the Manager and each of its affiliates shall be free to render
similar services to others so long as its services hereunder are not impaired
thereby. The Manager shall for purposes herein be deemed to be an independent
contractor and shall, unless otherwise expressly provided or authorized, have no
authority to act for or represent the Trust in any way or otherwise be deemed an
agent of the Trust.

9. No provisions of this Contract shall be deemed to protect the Manager
against any liability to the Trust or its shareholders to which it otherwise
would be subject by reason of any willful misfeasance, bad faith or gross
negligence in the performance of its duties or the reckless disregard of its
obligations under this contract. Nor shall any provisions hereof be deemed to
protect any trustee or officer of the Trust against any such liability to which
he might otherwise be subject by reason of any willful misfeasance, bad faith or
gross negligence in the performance of his duties or the reckless disregard of
his obligations. In the absence of willful misfeasance, bad faith, gross
negligence, or reckless disregard of its obligations or duties hereunder, the
Manager shall not be subject to liability to the Trust, the Fund or to any
shareholder of the Fund for any act or omission in the course of or connected
with, rendering services hereunder or for any losses that may be sustained in
the purchase, holding or sale of any security or other property by the Fund. The
Manager shall not be required to do or refrain from doing or concur in anything
which (by act or omission to act) may impose any liability on it. Any person,
even though also an officer, director, partner, employee or agent of the
Manager, who may be or become an officer, trustee, employee or agent of the
Trust, shall be deemed when rendering services to the Trust or acting on any
business of the Trust to be rendering such services to or acting solely for the
Trust and not as the Manager's officer, director, partner, employee or agent or
as one under the Manager's control or direction even though paid by the Manager.
The Manager shall not be required to take any legal action on behalf of the
Trust unless fully indemnified to the Manager's reasonable satisfaction for all
costs and liabilities likely to be incurred or suffered by it. If the Trust
requires the Manager to take any action which in the Manager's opinion may make
the Manager liable for payment of monies or liable in any other way, the Manager
shall be and kept indemnified in any reasonable amount and form satisfactory to
it as a prerequisite to taking such action. If any provision of this Contract
shall be held or made invalid by a court decision, statute, rule or otherwise,
the remainder of this Contract shall not be affected thereby.

10. The Trust represents and warrants that it is duly registered with the
Securities and Exchange Commission under the Investment Company Act of 1940 as
an open-end management investment company, and that all required action has been
taken by the Trust under the Securities Act of 1933 and the Investment Company
Act of 1940 to permit the public offering of, and to consummate the sale of, the
shares of beneficial interest in the Trust pursuant to its current prospectus.

11. All notices or other communications required or permitted to be given
hereunder shall be in writing and shall be delivered or sent by prepaid,
first-class letter posted to the following addresses, or to such other address
as shall be designated in a notice given in accordance with this section, and
such notice shall be deemed to have been given at the time of delivery of, if
sent by post, five (5) week days after posting by airmail.

If to the Trust: Rydex Series Funds
0000 Xxxxxxxxx Xxxx
Xxxxx 000
Xxxxxxxxx, XX 00000

ATTENTION: President

If to the Advisor: PADCO Advisors, Inc.
0000 Xxxxxxxxx Xxxx
Xxxxx 000
Xxxxxxxxx, XX 00000

ATTENTION: President

12. This Contract shall be governed by and construed in accordance with
the laws of the State of Maryland applicable to contracts between Maryland
residents to be entered into and performed entirely within the State of
Maryland.

IN WITNESS WHEREOF, the parties hereto have caused this Contract to be
executed on the date first above written.

WITNESS: RYDEX SERIES FUNDS

/s/ Xxxx X. Xxxxxxxxxxx
------------------------------
By: President

WITNESS: PADCO ADVISORS, INC.

/s/ Xxxx X. Xxxxxxxxxxx
------------------------------
By: President

SCHEDULE A
TO THE
INTERIM MANAGEMENT CONTRACT
DATED DECEMBER 12, 2003 BETWEEN
RYDEX SERIES FUNDS
AND
PADCO ADVISORS, INC.

The Trust 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 the following fee schedule:

FUND RATE FUND RATE
---- ---- ---- ----

Nova* ............................ 0.75% Banking .................. 0.85%
Nova Master ...................... 0.75% Basic Materials .......... 0.85%
Ursa*............................. 0.90% Biotechnology ............ 0.85%
Ursa Master ...................... 0.90% Consumer Products ........ 0.85%
OTC* ............................. 0.75% Electronics .............. 0.85%
OTC Master ....................... 0.75% Energy ................... 0.85%
Arktos* .......................... 0.90% Energy Services .......... 0.85%
Arktos Master .................... 0.90% Financial Services ....... 0.85%
Medius* .......................... 0.90% Health Care .............. 0.85%
Medius Master .................... 0.90% Internet ................. 0.85%
Mekros ........................... 0.90% Leisure .................. 0.85%
U.S. Government Bond ............. 0.50% Precious Metals .......... 0.75%
Juno* ............................ 0.90% Real Estate .............. 0.85%
Juno Master ...................... 0.90% Retailing ................ 0.85%
Large-Cap Value .................. 0.75% Technology ............... 0.85%
Large-Cap Growth ................. 0.75% Telecommunications ....... 0.85%
Mid-Cap Value .................... 0.75% Transportation ........... 0.85%
Mid-Cap Growth ................... 0.75% Utilities* ............... 0.85%
Inverse Mid-Cap................... 0.90% Utilities Master.......... 0.85%
Small-Cap Value................... 0.75%
Small-Cap Growth.................. 0.75% Sector Rotation .......... 0.90%
Inverse Small-Cap ................ 0.90% Core Equity** ............ 0.70%

A-1

FUND RATE FUND RATE
---- ---- ---- ----

Large-Cap Europe ................. 0.90%
Large-Cap Japan .................. 0.90%

U.S. Government Money Market...... 0.50%

* The fee will be reduced to 0.00% for any period during which the Fund invests
through a master-feeder structure.

** The management fee with respect to the 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 H-Class Share of the Fund and the performance of
the Index over the most recent 12-month period. The performance of one H-Class
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:

A-2

For the rolling 12-month Fund's investment Index's Fund's performance
performance period performance cumulative change 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:

o 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.

o 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%.

o 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.

o 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" OR THE "CLASS". The Trustees have initially designated
the Xxxxxxx 3000 Index and the H-Class Shares as the index and class to be used
for purposes of determining the Performance Adjustment (referred to herein as
the "Index" and the "Class," respectively). 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 (i) that another securities index is a more appropriate
benchmark than the Index for purposes of evaluating the performance of the Fund;
and/or (ii) that a different class of shares of the Trust representing interests
in the Fund other than the Class is most appropriate for use 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, and/or a different class
of shares (the "Successor Class") may be substituted in 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. The use of a Successor Class of shares for
purposes of calculating the Performance Adjustment shall apply to the entire
performance period so long as such Successor Class was outstanding at the
beginning of such period. In the event that such Successor Class of shares was
not outstanding for all or a portion of the Performance Period, it may only be
used in calculating that portion of the Performance adjustment attributable to
the period during which such Successor Class was outstanding and any prior
portion of the Performance Period shall be calculated using the Class of shares
previously designated.

A-3

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