EXHIBIT 3.2

                       LIMITED LIABILITY COMPANY AGREEMENT
                                       OF
                         RYDEX SPECIALIZED PRODUCTS LLC

         This Limited Liability Company Agreement (the "Agreement") of Rydex
Specialized Products LLC (the "Company") is entered into as of September 14,
2005 by PADCO Advisors II, Inc., a Maryland corporation ("PADCO II").

         WHEREAS, Tim Meyer (the "Forming Person"), caused the Company to be
formed as a Delaware limited liability company pursuant to the Delaware Limited
Liability Company Act, as amended from time to time (the "Act"), by filing a
Certificate of Formation of the Company (the "Certificate of Formation") with
the Delaware Secretary of State on September 14, 2005;

         WHEREAS, the Certificate of Formation provides that Forming Person's
status as an authorized person terminated upon the filing of the Certificate of
Formation; and

         WHEREAS, upon the execution of this Agreement, PADCO II shall be
designated as an authorized person within the meaning of the Act and is a member
of the Company (the "Member") on the terms and conditions set forth below.

         NOW, THEREFORE, the Member agrees as follows:

1.   Name. The name of the limited liability company is Rydex Specialized
     Products LLC or such other name as may be selected by the Member from time
     to time that is acceptable to the appropriate recording officials of the
     State of Delaware.

2.   Certificates. The Forming Person executed, delivered and filed the
     Certificate of Formation with the Delaware Secretary of State. Upon the
     filing of the Certificate of Formation with the Delaware Secretary of
     State, his powers as an authorized person ceased and the Member is hereby
     designated as the authorized person within the meaning of the Act. Any
     Member or officer of the Company shall execute, deliver and file any
     certificates or documents (and any amendments and/or restatements thereof)
     as may be necessary for the Company to qualify to do business in such
     jurisdictions in which the Company may wish to conduct business.

3.   Purpose. The Company is formed for the object and purpose of, and the
     nature of the business to be conducted and promoted by the Company is,
     engaging in any lawful act or activity for which limited liability
     companies may be formed under the Act.

4.   Powers. In furtherance of its purposes, but subject to all of the
     provisions of this Agreement, the Company shall possess and may exercise
     all the powers and privileges granted by the Act, by any other law and by
     this Agreement, together with any powers incidental thereto, including,
     without limitation, such powers and privileges as are necessary or
     convenient to the conduct, promotion or attainment of the business purposes
     or activities of the Company.

5.   Principal Business Office. The principal business office of the Company
     shall be located at 9601 Blackwell Road, Suite 500, Rockville, Maryland
     20850 or at such other place as the Members may select from time to time.


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6.   Registered Office. The address of the registered office of the Company in
     the State of Delaware shall be Corporation Trust Center, 1209 Orange
     Street, Wilmington, New Castle County Delaware 19801 or such other address
     as the Members may select from time to time.

7.   Registered Agent. The name and address of the registered agent of the
     Company for service of process on the Company in the State of Delaware
     shall be The Corporation Trust Company which is located at Corporation
     Trust Center, 1209 Orange Street, Wilmington, New Castle County, Delaware
     19801 or such other name and address as the Members may select from time to
     time.

8.   Members. The name and mailing address of the Member and the Member's
     percentage interest in the Company are set forth on Schedule A attached
     hereto. Schedule A shall be amended as necessary to reflect any changes in
     the membership or ownership of the Company.

9.   Term. The term of the Company commenced on the date of its formation under
     the Act and shall continue until terminated in accordance with the
     provisions of the Act or this Agreement.

10.  Limited Liability. Except as otherwise provided by the Act, the debts,
     obligations and liabilities of the Company, whether arising in contract,
     tort or otherwise, shall be solely the debts, obligations and liabilities
     of the Company, and no Member or officer of the Company shall be obligated
     personally for any such debt, obligation or liability of the Company solely
     by reason of being a Member or officer of the Company.

11.  Capital Contributions. The Member will contribute to the Company the amount
     of United States Dollars as set forth on Schedule A.

12.  Additional Contributions. No Member shall be required to make any
     additional capital contribution to the Company. However, any Member may
     make additional capital contributions to the Company with the written
     consent of the other Member(s).

13.  Allocation of Profits and Losses. The Company's profits and losses shall be
     allocated to the Members in accordance with their respective percentage
     interests in the Company.

14.  Distributions. Distributions shall be made to the Members at the times and
     in the aggregate amounts as may be determined by the Members, provided
     that, with respect to any fiscal year, the Company shall distribute, if
     available, to the Members an amount of cash reasonably estimated to be
     sufficient to enable the Members to pay taxes on their distributive share
     of Company income for such fiscal year. Notwithstanding any provision to
     the contrary contained in this Agreement, the Company shall not make a
     distribution to any Member on account of its interest in the Company if
     such distribution would violate Section 18-607 of the Act or other
     applicable law.

15.  Board of Managers.

         (a.) Board of Managers. In accordance with Section 18-402 of the Act,
     the business and affairs of the Company shall be managed under the
     direction and control of the Board of Managers (which may also be referred
     to as the "Board of Directors"). The Board of Managers shall consist of a
     minimum of three (3) Managers (who may also be referred to as


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     "Directors") who shall be elected by the Member. The Board of Managers
     initially shall consist of the following:

                                 Carl Verboncoeur
                                 Nick Bonos
                                 Michael Byrum

     who are each hereby elected by the Member. A Manager shall hold office
     until his or her removal or resignation. A Manager may be removed by the
     Member with or without cause. A Manager may voluntarily resign at any time
     by delivering written notice to the Member. A resignation is effective when
     such notice is delivered unless the notice specifies a later effective
     date.

         (b.) Authority and Powers. Subject to the other provisions of this
     Agreement, all powers of the Company shall be exercised by or under the
     authority of the Board of Managers. Decisions of the Board of Managers
     within its scope of authority shall be binding upon the Company and the
     Member. The Board of Managers may execute all documents, instruments, and
     agreements reasonably deemed by the Board of Managers to be necessary,
     appropriate, or needed for the performance of its duties and the exercise
     of its powers. Furthermore, the Board of Managers may retain attorneys,
     accountants, and other professionals in the course of the performance of
     the Managers' duties and exercise of their powers.

         (c.) Actions by Managing Board. Any actions of the Board of Managers
     shall be taken on the consent of a majority by number of the Managers
     obtained pursuant to this Section 15(c).

               (i.) Manner of Acting. The Managers' consent to any act or
         failure to act may be given orally or in writing. Any person alleging
         that the requisite consent was given has the burden of proving the
         validity of that consent, except in the case of a written consent
         unanimously signed by the Managers. Written records kept pursuant to
         Section 15(c)(iii) below of a meeting at which Managers voted on an
         issue shall be prima facie proof of such consent, if notice of the
         issue to be discussed at the meeting was duly given or waived pursuant
         to Section 15(c)(v) below. Such meetings may be conducted in person, by
         telephone, or both.

               (ii.) Action Without Meeting. Any action required or permitted by
         this Agreement or by applicable law to be taken at a meeting of the
         Board of Managers may be taken without a meeting. The action shall be
         evidenced by a written consent action describing the action taken and
         signed by a majority by number of the Managers. Such action will be
         effective when the Managers sign the consent, unless the consent
         specifies a different effective date.

               (iii.) Records. The Company shall keep written records of all
         actions taken by the Board of Managers, which records shall be kept and
         maintained by the Secretary of the Company, if there is one appointed,
         and otherwise by any manager selected by the Board of Managers.


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               (iv.) Voting. Each Manager shall be entitled to one vote. Any
         Manager abstaining from voting on a given issue will be deemed to have
         voted in the same manner as the majority, if any, of the Managers not
         abstaining from voting on that issue.

               (v.) Notice. No issue shall be voted on by the Board of Managers
         unless reasonable notice of the meeting of the Board of Managers and
         the issue is given or such notice is waived by any Manager not
         receiving it. Notice shall be deemed to be reasonable if given to each
         Manager not less than twenty-four (24) hours prior to the meeting
         orally, telephonically or in writing, including in person or by
         telecopy. Any person alleging that the requisite notice was given or
         waived has the burden of proving the validity of the notice or waiver,
         except in the case of (1) a signed acknowledgment of receipt of notice
         or (2) a waiver of notice signed by the Managers not receiving the
         notice. Written records kept pursuant to Section 4.01(c)(ii) above of a
         meeting at which a Manager appeared shall be prima facie evidence that
         such Manager was duly notified of the meeting and the issues voted on
         at the meeting or that such Manager waived the requirement of such
         notice, unless the purpose for the appearance was to contest the
         validity of notice of such issues.

16.  Board of Managers Audit Committee.

         (a.) Selection. The Board of Managers will delegate audit-related
     functions and oversight to an Audit Committee which shall consist of a
     minimum of three (3) Managers. The Audit Committee initially shall consist
     of the following:

                                 Carl Verboncoeur
                                 Nick Bonos
                                 Michael Byrum

     who are hereby appointed to the Audit Committee by the Member. An Audit
     Committee member shall hold office until his or her removal or resignation.
     An Audit Committee member may be removed by the Member with or without
     cause. An Audit Committee member may voluntarily resign at any time by
     delivering written notice to the Member. A resignation is effective when
     such notice is delivered unless the notice specifies a later effective
     date.

         (b.) Qualifications. All members of the Audit Committee must be able to
     read and understand fundamental financial statements, including the
     Company's balance sheet, income statement and cash flow statement or will
     become able to do so within a reasonable period of time after appointment
     to the Audit Committee. Additionally, one member of the Audit Committee
     must have past employment experience in finance or accounting, requisite
     professional certification in accounting, or other comparable experience or
     background which results in the member's financial sophistication,
     including being or having been a chief executive officer, chief financial
     officer or other senior officer with financial oversight responsibilities.

         (c.) Functions. The Audit Committee shall be authorized (i) to
     recommend to the Board of Directors a firm of independent auditors to be
     employed by the Company; (ii) to


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     consult with the independent auditors regarding the plan of audit; (iii) to
     review the independent auditor's report of audit and accompanying
     management letter; (iv) to consult periodically with the independent
     auditors regarding the adequacy of the internal accounting controls of the
     Company; and (v) to deliver recommendations to the Chief Executive Officer
     or to the Board of Directors concerning the Company's accounting and
     auditing policies and procedures.

17.  Officers. If necessary or convenient to carry out the business of the
     Company, the Board of Managers may appoint one or more individuals as Chief
     Executive Officer, Chief Financial Officer, president, secretary and
     treasurer of the Company, and may appoint one or more vice presidents and
     one or more assistant secretaries and assistant treasurers. Such appointees
     may hold more than one office and need not be Managers of the Company.
     Unless the Board of Managers decides otherwise, the appointment of an
     individual to an office shall constitute the delegation to that individual
     of the authority and duties that are normally associated with the holder of
     that office in a stock corporation organized under the General Corporation
     Law of the State of Delaware. Any appointment made pursuant to this Section
     18 may be revoked by the Board of Managers at any time.

18.  Chief Executive Officer. The Member hereby appoints Carl Verboncoeur as the
     initial Chief Executive Officer to personally supervise the day-to-day
     operations of the Company. The Chief Executive Officer shall be subject to
     the general supervision and control of the Board of Managers and shall
     carry out the policy decisions made by the Board of Managers. At the
     direction of the Board of Managers, the Chief Executive Officer shall have
     the full power to execute, for and on behalf of the Company, any and all
     documents and instruments which may be necessary to carry on the business
     of the Company. No person dealing with the Chief Executive Officer need
     inquire into the validity or propriety of any document or instrument
     executed in the name of the Company by the Chief Executive Officer, or as
     to the authority of the Chief Executive Officer in executing the same.

19.  Other Business. The Members may engage in or possess an interest in other
     business ventures (unconnected with the Company) of every kind and
     description, independently or with others. The Company shall not have any
     rights in or to such business ventures or the income or profits derived
     therefrom by virtue of this Agreement.

20.  Exculpation and Indemnification. No Member or officer shall be liable to
     the Company, or any other person or entity who has or had an interest in
     the Company, including the Forming Person (each, an "Indemnified Party"),
     for any loss, damage or claim incurred by the Company by reason of any act
     or omission performed or omitted by such Indemnified Party in good faith on
     behalf of the Company and in a manner reasonably believed to be within the
     scope of the authority conferred on such Indemnified Party by this
     Agreement, except that an Indemnified Party shall be liable for any such
     loss, damage or claim incurred by the Company by reason of such Indemnified
     Party's fraud or willful misconduct. To the fullest extent permitted by
     applicable law, an Indemnified Party shall be entitled to indemnification
     from the Company for any loss, damage or claim incurred by such Indemnified
     Party by reason of any act or omission performed or omitted by such
     Indemnified Party in good faith on behalf of the Company and in a manner
     reasonably believed to be within the scope of the authority conferred on
     such Indemnified Party by this Agreement, except that no Indemnified Party
     shall be entitled to be indemnified for any such loss, damage or claim
     incurred by such


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     Indemnified Party by reason of such Indemnified Party's fraud or willful
     misconduct; provided, however, that any indemnity or advancement of
     expenses under this Section 20 shall be provided out of and to the extent
     of Company assets only, and no Member shall have personal liability on
     account thereof. The costs and expenses of any Indemnified Party reasonably
     incurred in defending any threatened or pending action, suit or proceeding,
     whether civil, criminal, administrative or investigative, shall be paid by
     the Company in advance of the final disposition of such action, suit or
     proceeding upon receipt of an undertaking by or on behalf of the
     Indemnified Party to repay such amount if it shall ultimately be determined
     that such Indemnified Party is not entitled to be indemnified by the
     Company as authorized by this Section 20.

21.  Assignments. A Member may assign all or part of its percentage interest in
     the Company with the written consent of the Members. If a Member transfers
     all or part of its interest in the Company pursuant to this Section 21, the
     transferee shall be admitted as a Member of the Company with the written
     consent of the Members and upon its execution of an instrument, in form and
     substance satisfactory to the Members, transferring to the transferee all
     or part of the transferring Member's percentage interest in the Company and
     signifying the transferee's agreement to be bound by the terms and
     conditions of this Agreement. Such admission shall be deemed effective
     immediately prior to the transfer, and, immediately following such
     admission, the transferring Member shall cease to be a Member of the
     Company with respect to the percentage interest in the Company transferred.

22.  Resignation. A Member may resign from the Company with the written consent
     of the Members. If a Member is permitted to resign pursuant to this Section
     22 and there are no other Members, an additional Member shall be admitted
     to the Company, subject to Section 23. Such admission shall be deemed
     effective immediately prior to the resignation, and, immediately following
     such admission, the resigning Member shall cease to be a Member of the
     Company.

23.  Admission of Additional Members. Upon the written consent of the Members,
     one or more persons or entities may be admitted as a Member of the Company
     upon such terms and conditions, including, without limitation, the number
     of additional interests in the Company to be issued and the consideration
     therefor, as the Members shall determine. The new Member shall be admitted
     upon the execution of an instrument, in form and substance satisfactory to
     the Members, signifying its agreement to be bound by the terms and
     conditions of this Agreement.

24.  Dissolution.

         (a.) The Company shall dissolve, and its affairs shall be wound up upon
     the first to occur of the following: (i) the written consent of the
     Members, (ii) if there is only one Member, the retirement, resignation or
     dissolution of such Member or the occurrence of any other event which
     terminates the continued membership of such Member in the Company, unless
     the business of the Company is continued in a manner permitted by the Act,
     or (iii) the entry of a decree of judicial dissolution under Section 18-802
     of the Act.

         (b.) The bankruptcy of any Member will not cause such Member to cease
     to be a Member of the Company and, upon the occurrence of such an event,
     the business of the Company shall continue without dissolution.


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         (c.) In the event of dissolution, the Company shall conduct only such
     activities as are necessary to wind up its affairs (including the sale of
     the assets of the Company in an orderly manner), and the assets of the
     Company shall be distributed in the manner, and in the order of priority,
     as set forth in Section 18-804 of the Act.

25.  Miscellaneous.

         (a.) Notices. Any notice, demand or communication required or permitted
     to be given by any provision of this Agreement to the Members or to the
     Company shall be in writing and, except as otherwise set forth in this
     Agreement, shall be deemed to have been given when actually received. Any
     such notice, demand or communication may be given by mail, express courier
     service, telex or facsimile and shall be addressed to each Member at their
     respective address set forth on Schedule A or to the Company at its
     principal business office, as the case may be, or to such other address as
     a party may from time to time designate by notice to the other parties.

         (b.) Construction. When used in this Agreement, the masculine, feminine
     or neuter gender and the singular or plural number shall each be deemed to
     include the others where the context so requires, indicates or permits. As
     used in this Agreement, the term "Member" shall mean a person or entity who
     has been admitted as a member of the Company pursuant to this Agreement.

         (c.) Headings. The headings in this Agreement are inserted for
     convenience only and are in no way intended to describe, interpret, define,
     or to limit the scope, extent or intent of, this Agreement or any provision
     hereof.

         (d.) Waivers. Any failure of any of the parties to comply with any
     obligation, covenant, agreement or condition in this Agreement may be
     waived by the party or parties entitled to the benefits thereof only by a
     written instrument signed by the party or parties granting such waiver, but
     any such waiver, or the failure to insist upon strict compliance with any
     obligation, covenant, agreement or condition herein, shall not operate as a
     waiver of, or estoppel with respect to, any subsequent or other failure.

         (e.) Heirs, Successors and Assigns. Each and all of the covenants,
     terms, provisions and agreements in this Agreement shall be binding upon
     and inure to the benefit of the parties hereto and, to the extent permitted
     by this Agreement, their respective heirs, legal representatives,
     successors and assigns.

         (f.) Separability of Provisions. Each provision of this Agreement shall
     be considered separable and, if for any reason any provision or provisions
     herein are determined to be invalid, unenforceable or illegal under any
     existing or future law, such invalidity, unenforceability or illegality
     shall not impair the operation of or affect those portions of this
     Agreement which are valid, enforceable and legal.

         (g.) Counterparts. This Agreement may be executed in any number of
     counterparts, each of which shall be deemed an original of this Agreement.


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         (h.) Entire Agreement. This Agreement constitutes the entire agreement
     of the Members with respect to the subject matter hereof.

         (i.) Governing Law. This Agreement shall be governed by, and construed
     under, the laws of the State of Delaware (without regard to conflict of
     laws principles), with all rights and remedies under this Agreement being
     governed by said laws.

         (j.) Amendments. This Agreement may not be modified, altered,
     supplemented or amended except pursuant to a written agreement executed and
     delivered by the Members.


                            [Signature Page Follows]





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IN WITNESS WHEREOF, the undersigned, intending to be legally bound hereby, has
duly executed this Agreement as of the date first set forth above.


                                            PADCO ADVISORS II, INC.


                                            By: /s/ Carl Verboncoeur
                                            Name: Carl Verboncoeur
                                            Title: CEO and Treasurer




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                       LIMITED LIABILITY COMPANY AGREEMENT
                                       OF
                         RYDEX SPECIALIZED PRODUCTS LLC


                                   SCHEDULE A
                                   ----------


                                AGREED VALUE OF
                                ---------------
  MEMBER AND ADDRESS         CAPITAL CONTRIBUTION           PERCENTAGE INTEREST
  ------------------         --------------------           -------------------

PADCO Advisors II, Inc.            $100.00                          100%











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