UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.) Filed by the Registrant [X] Filed by a Party other than the Registrant [ ] Check the appropriate box: [X] Preliminary Proxy Statement [ ] CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY RULE 14A-6(E)(2)) [ ] Definitive Proxy Statement [ ] Definitive Additional Materials [ ] Soliciting Material Pursuant to [Section]240.14a-12 (Name of Registrant as Specified In Its Charter) RYDEX VARIABLE TRUST (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check the appropriate box): [X] No fee required. [ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. (1) Title of each class of securities to which transaction applies: (2) Aggregate number of securities to which transaction applies: (3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): (4) Proposed maximum aggregate value of transaction: (5) Total fee paid: [ ] Fee paid previously with preliminary materials. [ ] Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. (1) Amount Previously Paid: (2) Form, Schedule or Registration Statement No.: (3) Filing Party: (4) Date Filed: RYDEX VARIABLE TRUST Dear Insurance Product Owner and Shareholder: I am writing to you on an important matter relating to the Rydex|SGI family of funds (the "Funds"). On September 20, 2011, Security Investors, LLC, the Funds' investment adviser, that operates under the name Rydex ~~Variable Trust~~

~~Notice~~equity of the holding company that owns the Investment Adviser. After the Transaction, Guggenheim Capital will control the Investment Adviser (through one or more of its subsidiaries), and it is ~~hereby given~~expected that the services rendered to the Funds by the Investment Adviser will not change. The Transaction would terminate the Funds' current investment advisory agreements with the Investment Adviser (the "Current Investment Advisory Agreements") and the Investment Adviser's sub-advisory agreements with CLS Investments, LLC ("CLS"), the sub-adviser to certain Funds (the "Current CLS Agreements") and Dorsey, Wright & Associates, Inc. ("DWA"), the sub-adviser to certain Funds (the "Current DWA Agreements") (collectively, the "Current Agreements") unless you approve new substantially identical agreements. Proposal 4 relates to the election of nine individuals to the Board of Trustees (the "Board") of Rydex Variable Trust (the ~~“Trust”~~"Trust") ~~will hold~~. The Board proposes the election of the following nominees: Donald C. Cacciapaglia, Corey A. Colehour, J. Kenneth Dalton, John O. Demaret, Richard M. Goldman, Werner E. Keller, Thomas F. Lydon, Patrick T. McCarville and Roger Somers. Each of the nominees, other than Mr. Cacciapaglia, currently serves as a ~~special meeting~~Trustee. In connection with the Transaction, the Board believes that expanding the Board to include Mr. Cacciapaglia, who is a member of ~~shareholders~~senior management of ~~International Long Short Select~~Guggenheim's investment management business, and who would serve on other boards in the Rydex|SGI family of funds, would be appropriate. Proposal 5 relates to the approval of a "manager of managers" arrangement for each of the Funds to permit the Investment Adviser, subject to prior approval by the Board and certain other conditions set forth in an order previously granted to the Investment Adviser i by the U.S. Securities and Exchange Commission (the "SEC"), to retain sub-advisers or amend the terms of an existing sub-advisory agreement without shareholder approval where the sub-adviser is not affiliated with the Investment Adviser. Currently, the Investment Adviser must obtain shareholder approval of any sub-advisory agreement with a new sub-adviser that it wishes to retain to manage a Fund, as well as any material changes to an existing sub-advisory agreement. As discussed in more detail below, a manager of managers arrangement would permit the Investment Adviser to avoid the expense and delays associated with obtaining shareholder approval. Proposal 6 only concerns shareholders of Rydex Variable Trust U.S. Government Money Market Fund (the ~~“Fund”~~"Money Market Fund"). Investors in other Funds are not asked to vote on the sixth proposal. The sixth proposal relates to the proposed elimination of the fundamental investment policy on investing in other investment companies to permit the Money Market Fund to make changes to its investment program as discussed in more detail below. The Money Market Fund's current policy on investing in other investment companies is not required and is more prohibitive than applicable law requires. The Money Market Fund will continue to invest in compliance with strict regulatory requirements applicable to money market funds. Q. WHY AM I BEING ASKED TO VOTE? A. The Investment Company Act of 1940 (the "1940 Act"), the law that regulates mutual funds, including the Funds, provides that a mutual fund's investment advisory agreement terminates whenever there is a "change in control" of the investment adviser. (In this context, the term "investment adviser" applies to both an investment adviser and a sub-adviser.) The change in the corporate ownership structure of the Investment Adviser contemplated by the Transaction would to constitute a "change in control" (as this term is used for regulatory purposes) of the Investment Adviser. Before an investment advisory agreement terminates, a new investment advisory agreement must be in effect in order for the investment adviser to continue to manage the mutual fund's investments. For that reason, we are seeking shareholder approval of new investment advisory agreements for the Funds (the "New Investment Advisory Agreements"), as well as new sub-advisory agreements between the Investment Adviser and CLS with respect to certain Funds (the "New CLS Agreements") and new sub-advisory agreements between the Investment Adviser and DWA with respect to certain Funds (the "New DWA Agreements") (collectively, the "New Agreements"). The Transaction will not result in material changes to the day-to-day management and operations of the Funds or any increase in fees. The personnel, officers and managers of the Investment Adviser will remain the same. Upon completion of the Transaction, Guggenheim Capital will be the parent company of the Investment Adviser. Guggenheim currently manages the Investment Adviser and certain of its affiliates through an indirect subsidiary. The Board considered the Transaction and voted in favor of the New Agreements, pursuant to which, subject to their approval by each Fund's respective shareholders, the Investment Adviser will continue to serve as investment adviser to the Funds, and CLS ii and DWA will continue to serve as sub-adviser to certain Funds after the completion of the Transaction. The fees charged by the each of the Investment Adviser, CLS and DWA (collectively, the "Advisers") for their services to the Funds under each New Agreement will be the same as their fees under the corresponding Current Agreement. The other terms of the New Agreements will also be the same in all material respects to those of the Current Agreements. With respect to the fourth proposal, you are being asked to vote for the election of board members ("Trustees") because the Board believes it would be appropriate, in light of the Transaction, to subject the current Trustees to a shareholder vote and to ask shareholders to vote to add a new Trustee who is affiliated with Guggenheim Capital. The Board believes that it is in shareholders' best interest to have a Board that is composed entirely of elected Trustees. With respect to the fifth proposal, the 1940 Act makes it unlawful for any person to act as an investment adviser (including a sub-adviser) to a fund except pursuant to a written contract that has been approved by a fund's board of trustees/directors as well as its shareholders. The Investment Adviser and certain affiliated Funds of the Trust have previously received an exemptive order from the SEC pursuant to which the Investment Adviser is permitted to retain sub-advisers and amend the terms of existing sub-advisory agreements with unaffiliated sub-advisers without shareholder approval. This type of arrangement, which gives more flexibility to appoint investment sub-advisers to manage a fund, is commonly referred to as a fund "manager of managers" arrangement. The SEC's order permitting the Investment Adviser to use a manager of managers arrangement requires that before a Fund may rely on ~~April 11, 2011, at 1:00 p.m.~~the order, the Fund must obtain shareholder approval (among other conditions). Therefore, in order to provide the Investment Adviser with flexibility (subject to Board approval) to retain sub-advisers and amend sub-advisory agreements, you are being asked to approve of the use of the manager of managers arrangement for the Funds. Shareholders should note, however, that the Investment Adviser and the Board have no intent to make an extensive use of this arrangement in the foreseeable future. With respect to the sixth proposal, the 1940 Act requires the Money Market Fund's shareholders to approve a change to the applicable Money Market Fund's fundamental investment policy, with respect to investing in other investment companies. Each Money Market Fund's current fundamental investment policy prohibits investing in other investment companies, which unnecessarily limits investment strategies. Upon a request from the Investment Adviser to make changes to the Money Market Fund's policy to be able to invest a portion of the Money Market Fund's assets in other funds, the Board has reviewed the Money Market Fund's fundamental investment policies on investing in other investment companies and has recommended the elimination of the policies. The proposal is unrelated to the Transaction and only concerns shareholders of the Money Market Fund. iii Q. WILL THE PROPOSED TRANSACTION AFFECT ME? A. No. The operations of the Advisers, the fees payable to the Advisers, and the persons responsible for the day-to-day investment management of the Funds will remain unchanged. The Board has been assured that there will be no reduction in the nature or quality of the investment advisory and sub-advisory services provided to each Fund, as applicable, due to the Transaction. Q. WILL THERE BE ANY CHANGES TO THE FUNDS' OTHER SERVICE PROVIDERS? A. The Transaction would also affect the control of certain of the Funds' other servicer providers ("Affiliated Service Providers") as a result of the Transaction. The Affiliated Service Providers include Rydex Distributors, LLC which serves as the Funds' principal underwriter/distributor (the "Distributor"), ~~Eastern Time~~ and Rydex Fund Services, Inc., which provides general administrative, shareholder, dividend disbursement, transfer agent and registrar services to the Funds. The Affiliated Service Providers and the Investment Adviser are commonly held. Under the 1940 Act, shareholder approval is not required in order for the Affiliated Service Providers to continue providing services to the Funds after the closing of the Transaction. The Board has also been assured that there will be no material change in the nature or quality of the services provided by the Affiliated Service Providers to each Fund due to the Transaction. Q. WILL MY FUND'S FEES FOR INVESTMENT ADVISORY AND SUB-ADVISORY SERVICES INCREASE? A. No. The fee rates under the New Agreements are identical to those under the Current Agreements. Services also will remain substantially the same. Q. WILL THE PROPOSED CHANGES TO THE BOARD RESULT IN HIGHER FUND EXPENSES? A. No. Only "non-interested" Trustees (as that term is defined in the 1940 Act) receive compensation from the Funds they oversee. The proposed additional Trustee would be an "interested" Trustee because of his affiliation with Guggenheim Capital. Because interested Trustees do not receive compensation from the Funds, the cost of this additional Trustee would not be borne by the Funds. Q. FOR SHAREHOLDERS OF THE MONEY MARKET FUND ONLY. WHAT EFFECT WILL THE PROPOSED ELIMINATION OF THE MONEY MARKET FUND'S FUNDAMENTAL INVESTMENT POLICY ON INVESTING IN OTHER INVESTMENT COMPANIES HAVE ON THE MONEY MARKET FUND? A. While this proposal is intended to provide the Money Market Fund with flexibility to invest in other funds, the Money Market Fund would continue to be managed subject to the limitations on investing in other investment companies imposed by the 1940 Act, as ~~adjourned~~interpreted or modified by regulatory authority having jurisdiction from time to time, as well as the investment objectives, strategies, and policies expressed in the Money Market Fund's registration statements as may be changed by the Board from time to time, and regulations that apply to money market funds. iv If the proposal is approved by shareholders, the Money Market Fund would be permitted to invest in the shares of other investment companies (that are money market funds). As a shareholder of another investment company, a Money Market Fund would bear, along with other shareholders, its pro rata portion of the other investment company's expenses, including advisory fees, and would be exposed to the risks attributable to investing in the selected funds. These expenses would be in addition to the advisory and other expenses that the Money Market Fund bears directly in connection with its own operations. Notwithstanding the proposed elimination, at all times, the Money Market Fund will comply with the provisions of the 1940 Act that apply to investments in other investment companies and Securities and Exchange Commission Rule 2a-7, which strictly prescribes the type of investments that money market funds can invest in. The Money Market Fund will continue to seek to maintain a stable $1.00 price per share as permitted by current Rule 2a-7. Should the Money Market Fund's shareholders not approve the proposal to eliminate the Money Market Fund's fundamental investment policy on investing in other investment companies, the Fund's current fundamental investment policy on investing in investment companies would continue to apply unchanged and the Board would decide whether to make other changes to the Money Market Fund's investment program. Q. I OWN SHARES OF OTHER FUNDS IN THE RYDEX|SGI FUND COMPLEX AND RECEIVED SIMILAR SOLICITATION MATERIALS REGARDING THOSE FUNDS. AM I ALSO BEING ASKED TO APPROVE THE PROPOSALS CONTAINED IN THIS PROXY STATEMENT? A. Yes. You are being asked to approve the proposals contained in this Proxy Statement, in addition to any other proposals contained in other proxy statements that you may receive for funds in the Rydex|SGI fund complex. Q. WHO IS ASKING FOR MY VOTE? A. The enclosed proxy is being solicited by the Board of your Fund for use at the Special Joint Meeting of Shareholders to be held on November 22, 2011 (the ~~“Special Meeting”~~"Meeting"), and, if the Meeting is adjourned or postponed, at any later meetings, for the purposes ~~listed below:~~

~~Joanna M. Haigney~~

~~Additional information about~~Fund's annual report, dated December 31, 2010, including financial reports for the ~~Fund is available~~fiscal year ended December 31, 2010, and in ~~its prospectus, statement of additional information,~~any recent semi-annual report ~~and~~succeeding such annual report, to shareholders. Copies of the Fund’s annual and semi-annual reports have previously been mailed to shareholders. This Proxy Statement should be read in conjunction with the annual and semi-annual reports. if any. You ~~can~~may obtain copies of ~~those~~these reports without charge by writing to a Trust, by calling the telephone number shown on the front page of this Joint Proxy Statement or at www.rydex-sgi.com. 2 OVERVIEW OF THE PROPOSALS PROPOSALS 1 - 3 APPROVAL OF THE NEW AGREEMENTS Proposals 1 through 3 relate to actions that need to be taken in response to an impending transaction (the "Transaction") involving Securities Investors, LLC, which operates under the name Rydex ~~Variable~~Investments, the investment adviser to each of the Funds (the "Investment Adviser"). The Investment Company Act of 1940 (the "1940 Act"), the law that regulates mutual funds, such as the Funds, provides that a mutual fund's investment advisory agreement terminates whenever there is a "change in control" of the investment adviser. Pursuant to the Transaction, there will be a "change in control" of the Investment Adviser. In order for the Investment Adviser to continue to advise the Funds and manage their investments, a new investment advisory agreement must be in effect upon the consummation of the Transaction. For that reason, we are seeking shareholder approval of new investment advisory agreements for the Funds. In addition, the Transaction will result in the termination of the current sub-advisory agreements between: (i) the Investment Adviser and CLS Investments, LLC ("CLS") with respect to the Amerigo Fund, Clermont Fund and Select Allocation Fund (the "CLS Funds"); and (ii) the Investment Adviser and Dorsey, Wright & Associates, Inc. ("DWA") with respect to the DWA Flexible Allocation Fund and DWA Sector Rotation Fund (the "DWA Funds"). Accordingly, Proposal 1 relates to the approval by shareholders of new investment advisory agreements between the Investment Adviser and the Funds (the "New Investment Advisory Agreements"). Similarly, Proposal 2 relates to the approval by shareholders of new sub-advisory agreements between the Investment Adviser and CLS with respect to the CLS Funds (the "New CLS Agreements") and Proposal 3 relates to the approval by shareholders of new sub-advisory agreements between the Investment Adviser and DWA with respect to the DWA Funds (the "New DWA Agreements") (together with the New Investment Advisory Agreements, the "New Agreements"). FOR THE REASONS DISCUSSED BELOW, THE BOARD RECOMMENDS THAT SHAREHOLDERS VOTE "FOR" THE APPROVAL OF THE NEW AGREEMENTS. INFORMATION REGARDING THE TRANSACTION Summary Discussion--Currently, the Investment Adviser is a part of a large group of companies that also includes businesses such as Security Benefit Life Insurance Company. The Investment Adviser is managed by an indirect wholly-owned subsidiary of Guggenheim Capital, LLC ("Guggenheim Capital"). Guggenheim Capital wishes to purchase the Investment Adviser and certain affiliated businesses. This Transaction will be effected by Guggenheim Capital buying 100% of the equity of the holding company that owns the Investment Adviser. After the 3 Transaction, Guggenheim Capital will control the Investment Adviser (through one or more of its subsidiaries), and it is expected that the services rendered to the Funds by the Investment Adviser will not change. Detailed Discussion--On September 20, 2011, Guggenheim Capital agreed to purchase the indirect holding company of the Investment Adviser. Guggenheim Capital's subsidiary, Guggenheim Partners, LLC ("Guggenheim") is a global, independent, privately-held, diversified financial services firm with more than 1,500 dedicated professionals. Headquartered in Chicago and New York, the firm operates through offices in 25 cities in the U.S., Europe and Asia. Guggenheim operates businesses in investment management, capital markets, wealth management and merchant banking. Within the investment and wealth management businesses, Guggenheim specializes in fixed income and alternative investments, and in providing sophisticated wealth advisory and family office services. Within capital markets, it specializes in providing debt financing and structured finance solutions to clients. Its merchant banking activities include a portfolio of investments in funds managed by it, joint venture business investments, and new business launch activities not integrated into other primary operating businesses. Detailed information on the effect of the Transaction on the ownership structure of the Investment Adviser is set forth in Appendix A to this Joint Proxy Statement. The Transaction will not result in material changes to the day-to-day management and operations of the Funds. The personnel, officers and managers of the Investment Adviser will remain the same. Guggenheim Capital will be the parent company of the Investment Adviser. In addition, as a result of the Transaction, Guggenheim Capital will acquire control of the Funds' principal underwriter/distributor, Rydex Distributors, LLC (the "Distributor"), an affiliate of the Investment Adviser. Under the 1940 Act, shareholder approval is not required in order for the Distributor to continue providing services to the Funds after the closing of the Transaction. While the parties expect the Transaction to be completed in late 2011 or early 2012, it is subject to various conditions (including a condition that 80% or more of the Funds' assets managed by the Investment Adviser approve the New Investment Advisory Agreements), and may be delayed or even terminated due to unforeseen circumstances. If for some reason the Transaction does not occur, the current investment advisory agreements between the Investment Adviser and the Funds (each, a "Current Investment Advisory Agreement" and collectively, the "Current Investment Advisory Agreements"), the current sub-advisory agreements between the Investment Adviser and CLS with respect to the CLS Funds (the "Current CLS Agreements"), and the current sub-advisory agreements between the Investment Adviser and DWA with respect to the DWA Funds (the "Current DWA Agreements") (collectively, the "Current Agreements") will not terminate and will remain in effect, and the New Agreements will not be entered into, even if they have been approved by Fund shareholders. If Proposal 1 is not approved by shareholders of any Fund, the Board will evaluate other short-and long-term options permitted by law, which could include interim investment advisory agreements of limited duration with the Investment Adviser, or maintaining the current ownership structure pending further discussions. 4 SECTION 15(f) OF THE 1940 ACT Section 15(f) of the 1940 Act provides that, when a change in control of an investment adviser occurs, the investment adviser or any of its affiliated persons may receive any amount or benefit in connection with the change in control as long as two conditions are met. The first condition specifies that no "unfair burden" may be imposed on the fund as a result of a transaction relating to the change in control, including any express or implied terms, conditions or understandings. The term "unfair burden," as defined in the 1940 Act, includes any arrangement during the two-year period after the change in control transaction whereby the investment adviser (or predecessor or successor adviser), or any "interested person" (as defined in the 1940 Act) of any such investment adviser, receives or is entitled to receive any compensation, directly or indirectly, from the investment company or its security holders (other than fees for bona fide investment advisory or other services), or from any person in connection with the purchase or sale of securities or other property to, from, or on behalf of the fund (other than fees for bona fide principal underwriting services), which could limit the ability of the fund to engage in brokerage transactions with certain broker-dealers, although such limits are not expected to cause any fund to change its brokerage relationships. The second condition specifies that, during the three-year period immediately following consummation of the change in control transaction, at least 75% of the fund's board of trustees must not be "interested persons" (as defined in the 1940 Act) of the investment adviser or predecessor adviser. Consistent with the conditions of Section 15(f), Guggenheim Capital has agreed that it will not take any action that would have the effect, directly or indirectly, of causing any requirement of the provisions of Section 15(f) to be violated with respect to the Transaction. The Investment Adviser has represented to the Board that no unfair burden would be imposed on the Funds as a result of the Transaction. APPROVAL OF THE NEW AGREEMENTS BY THE BOARD At a Special Meeting of the Board held on August 16, 2011 (the "August Special Board Meeting"), at which a majority of the members of the Board (the "Trustees"), including a majority of the Trustees who are not "interested persons" (as defined under the 1940 Act) of the Trust and who are not interested persons of any party to the New Investment Advisory Agreements (the "Independent Trustees"), were present, the Board considered the New Investment Advisory Agreements, pursuant to which, subject to their approval by each Fund's shareholders, the Investment Adviser will continue to serve each Fund as investment adviser after the completion of the Transaction. At a Special Meeting of the Board held on September 14, 2011 (the "September Special Board Meeting", and together with the August Special Board Meeting, the "Special Board Meetings") at which a majority of the Trustees, including a majority of the Independent Trustees, were present, the Board considered further information about the Transaction and voted in favor of the New Investment Advisory Agreements. The Investment Adviser's rate of fees for its services to each Fund under each applicable New Investment Advisory Agreement will be the same as its fees under the corresponding Current Investment Advisory Agreement. The other terms of each New Investment Advisory Agreement will also be the same in all material respects to those of the corresponding Current Investment Advisory Agreement. As a result, in reviewing the New Investment Advisory 5 Agreements at the Special Board Meetings, the Board also considered its review of relevant materials relating to the Current Investment Advisory Agreements at the Board's contract review meeting on August 11, 2011 and contract renewal meeting on August 17, 2011 (together, the "2011 Renewal Meeting"). BOARD CONSIDERATIONS IN APPROVING THE NEW AGREEMENTS Prior to the Special Board Meetings, representatives of Guggenheim Capital informed the Board of the Transaction. With respect to the Transaction, the Board reviewed materials received from Guggenheim Capital, including information relating to the terms of the Transaction. The Board also reviewed information regarding Guggenheim Capital, including, but not limited to: (a) certain representations concerning Guggenheim Capital's financial condition, (b) information regarding the new proposed ownership structure and its possible effect on shareholders, (c) information regarding the consideration to be paid by Guggenheim Capital, and (d) potential conflicts of interest. In considering the New Agreements, the Board determined that the New Agreements would enable shareholders of the Funds to continue to obtain high quality services at a cost that is appropriate, reasonable, and in the best interests of their shareholders. The Board, including the Independent Trustees, unanimously approved the New Agreements. In reaching their decision, the Trustees carefully considered information that they had received throughout the year as part of their regular oversight of the Funds, including, in particular, information from the Investment Adviser, CLS and DWA (collectively, the "Advisers") that the Board had received relating to the Current Agreements at the Board's 2011 Renewal Meeting. The Trustees noted that, at the 2011 Renewal Meeting, they had obtained and reviewed a wide variety of information, including certain comparative information regarding performance of the Funds relative to performance of other comparable mutual funds. They also considered the evolution of the Rydex|SGI family of funds and the Investment Adviser since the change in control of the Investment Adviser in 2010 and Guggenheim Capital's commitment to the success of the Investment Adviser and the Funds. In addition, as a part of their required consideration of the renewal of the Current Agreements at the 2011 Renewal Meeting, the Trustees, including the Independent Trustees, had evaluated a number of considerations, including among others: (a) the quality of the Advisers' investment advisory and other services; (b) the Advisers' investment management personnel; (c) the Advisers' operations and financial condition; (d) the Advisers' brokerage practices (including any soft dollar arrangements) and investment strategies; (e) the level of the fees that the Advisers charge compared with the fees charged to comparable mutual funds or accounts; (f) each Fund's overall fees and operating expenses compared with similar mutual funds; (g) the level of the Advisers' profitability from its Fund-related operations; (h) the Advisers' compliance systems; (i) the Advisers' policies on and compliance procedures for personal securities transactions; (j) the Advisers' reputation, expertise and resources in the financial markets; and (k) Fund performance compared with similar mutual funds. Based on the Board's deliberations at the 2011 Renewal Meeting, and its evaluation of the information regarding the Transaction and the fact that the Transaction is not expected to change the level and quality of services rendered by the Advisers to any of the Funds, the Board, including all of the Independent Trustees, unanimously: (a) concluded that terms of the New Agreements are fair and reasonable; 6 (b) concluded that the Advisers' fees were reasonable in light of the services that they provide to the Funds; and (c) agreed to approve the New Agreements, subject to shareholder approval. NEW AGREEMENTS NATURE, EXTENT AND QUALITY OF SERVICES PROVIDED BY THE ADVISERS. At the 2011 Renewal Meeting, the Board reviewed the scope of services to be provided by the Investment Adviser under the Current Investment Advisory Agreements, by CLS under the Current CLS Agreements, by DWA under the Current DWA Agreements and by AIFS under the Current AIFS Agreement, and, at the Special Board Meetings, noted that there would be no significant differences between the scope of services required to be provided by the Advisers under the Current Agreements (which had been recently approved by shareholders and renewed by the Board at the 2011 Renewal Meeting) and the scope of services required to be provided by the Advisers under the New Agreements. The Board noted that the key investment and management personnel of the Investment Adviser servicing the Funds, the management personnel of CLS servicing the CLS Funds, the management personnel of DWA servicing the DWA Funds and the management personnel of AIFS servicing the AIFS Fund are expected to remain the same following the Transaction. The Trustees also considered Guggenheim Capital's representations to the Board that the Investment Adviser would continue to provide investment and related services that were of materially the same quality and quantity as services provided to the Funds in the past, and that these services are appropriate in scope and extent in light of the Funds' operations, the competitive landscape of the investment company business and investor needs. The Board also noted that CLS, DWA and AIFS were not involved in the Transaction and that the approval of the New CLS Agreements with CLS, the New DWA Agreements with DWA and the New AIFS Agreement with AIFS was required due to the proposed assignment of the Current Investment Advisory Agreements with the Investment Adviser. FUND EXPENSES AND PERFORMANCE OF THE FUNDS AND THE ADVISERS. At the 2011 Renewal Meeting, the Board had reviewed statistical information prepared by the Advisers regarding the expense ratio components and performance of each Fund. Based on the representations made by Guggenheim Partners at the August Special Board Meeting that the Investment Adviser would continue to operate following the closing of the Transaction in much the same manner as it currently operates, the Board concluded that the investment performance of the Investment Adviser was not expected to be affected by the Transaction. The Board also concluded that CLS, DWA and AIFS would continue to operate following the closing of the Transaction in much the same manner as they operate today and, as a result, the Board concluded that the investment performance of CLS, DWA and AIFS were not expected to be affected by the Transaction. COSTS OF SERVICES PROVIDED TO THE FUNDS AND PROFITS REALIZED BY THE ADVISERS AND THEIR AFFILIATES. At the 2011 Renewal Meeting, the Board had reviewed information about the profitability of the Funds to the Investment Adviser based on the advisory fees payable under the Current Investment Advisory Agreements. At that meeting, the Board had also analyzed the Funds' expenses, including the investment advisory fees paid to the Investment Adviser. The Board also had reviewed reports comparing the expense ratios and sub-advisory fees to those of other comparable mutual funds and concluded that CLS' and DWA's sub-advisory fees were reasonable and the result of arm's length negotiation. At the Special Board Meetings, the Board 7 considered the fact that the fee rates payable to each of the Advisers would be the same under each Fund's New Agreements as they are under such Fund's Current Agreements. At that meeting, the Board had also concluded that, in the near future, the profits to be realized by CLS and its affiliates under the New CLS Agreements and DWA and its affiliates under the DWA Agreements, and from other relationships between the Funds and CLS and DWA and their affiliates, if any, should remain within the range the Board previously considered reasonable and appropriate. With respect to anticipated profitability, the Board noted that it was too early to predict how the Transaction would affect the Advisers' profitability with respect to the Funds, but noted that this matter would be given further consideration on an ongoing basis. ECONOMIES OF SCALE. In connection with its review of the Funds' profitability analysis at the 2011 Renewal Meeting, the Board reviewed information regarding economies of scale or other efficiencies that may result from increases in the Funds' asset levels. The Trustees noted that the fees would not change under the New Agreements, and that no additional economies of scale would be directly realized as a result of the Transaction. They also noted that they will have the opportunity to again review the appropriateness of the fees payable to the Advisers under the New Agreements when the renewal of the New Agreements comes before the Board. OTHER BENEFITS TO THE ADVISERS AND/OR ITS AFFILIATES. In addition to evaluating the services provided by the Investment Adviser, the Board had considered the nature, extent, quality and cost of the distribution services performed by the Distributor under a separate agreement at the 2011 Renewal Meeting. At the Special Board Meetings, the Board reviewed information regarding potential economies of scale arising from the integration of the asset management businesses of Guggenheim Capital. The Board also considered the terms of the Transaction and the changes to the corporate ownership structure of the Investment Adviser, noting that the Investment Adviser would no longer be a subsidiary of SBC. In this regard, the Board noted that, under the corporate structure after the Transaction, the Investment Adviser would be more closely controlled by Guggenheim Capital, which could benefit Guggenheim Capital. The Board also noted that the costs associated with the Transaction would be borne by Guggenheim Capital (or its affiliates) and not the Funds. With respect to the New CLS Agreements and New DWA Agreements, at the 2011 Renewal Meeting, the Board received and considered information regarding the character and amount of other incidental benefits CLS and DWA might receive as a result of its relationship with the CLS Funds and DWA Funds, respectively, including their soft dollar practices, if any. The Board concluded that, taking into account any incidental benefits CLS and DWA might receive, the terms of the Current CLS Agreements and the Current DWA Agreements, including the compensation to be paid thereunder, were reasonable. At its Special Board Meetings, the Board considered other benefits to CLS and DWA, and their affiliates expected to be derived from their relationships with the Funds as a result of the Transaction and noted that no additional benefits were expected because CLS and DWA were not parties to the Transaction. 8 PROPOSAL 4 ELECTION OF TRUSTEES Proposal 4 relates to the election of the following nine individuals to the Board: Donald C. Cacciapaglia, Corey A. Colehour, J. Kenneth Dalton, John O. Demaret, Richard M. Goldman, Werner E. Keller, Thomas F. Lydon, Patrick T. McCarville and Roger Somers. All of the nominees, except for Mr. Cacciapaglia, currently serve on the Board. If elected, the terms of the nominees will begin shortly after the shareholder vote and each nominee will serve as Trustee for the life of the Trust or until retirement, removal, or his office is terminated pursuant to the Trust's Declaration of Trust. Unless and until such new terms begin, the existing Trustees will continue to serve their current terms. In connection with the Transaction, the Board believes that expanding the Board to include Mr. Cacciapaglia, who is a member of senior management of Guggenheim's investment management business, and who is proposed to serve on the other boards in the Rydex|SGI family of funds would be appropriate. If elected by shareholders, Mr. Cacciapaglia's term as Trustee would commence shortly after the shareholder vote. The Board believes that it is in shareholders' best interest to have a Board that is composed entirely of elected trustees (and to comply with certain legal requirements regarding the proportion of board members that need to have been elected by shareholders). Because a shareholder vote is required to approve the New Investment Advisory Agreements, the Board has proposed that shareholders elect all of the nominees during the same shareholder meeting, which would avoid the expense of preparing and mailing another proxy statement solely for the election of Trustees. PROPOSAL 5 APPROVAL OF A "MANAGER OF MANAGERS" ARRANGEMENT Shareholders of the Funds also are being asked to consider the approval of a "manager of mangers" arrangement for each of the Funds to permit the Investment Adviser, subject to prior approval by the Board, to retain sub-advisers or amend the terms of an existing sub-advisory agreement without shareholder approval where the sub-adviser is not affiliated with the Investment Adviser. The 1940 Act makes it unlawful for any person to act as an investment adviser (including a sub-adviser) to a fund except pursuant to a written contract that has been approved by the fund's board as well as shareholders. Therefore, the Investment Adviser is generally required to obtain shareholder approval prior to retaining a new sub-adviser, which can be costly. The Investment Adviser and certain affiliated funds have previously obtained an exemptive order from the U.S. Securities and Exchange Commission ("SEC"), pursuant to which the Investment Adviser may retain a new sub-adviser to manage a fund, or amend the terms of an existing sub-advisory agreement without prior shareholder approval, subject to certain conditions, including a requirement to send information to shareholders with respect to the appointment of a new sub-adviser (the "Manager of Managers Order"). In addition to the other conditions imposed by the Manager of Managers Order, before the arrangement may be relied upon for a Fund, shareholders of the Fund must approve the arrangement. Although no sub-advisers currently serve the Funds, because shareholder approval is being solicited for other proposals, you are being asked to approve the reliance by the Investment Adviser and the Funds on the Manager of Managers Order. If approved, the Manager of Managers Order would allow the Investment Adviser, subject to Board review and approval, to retain or replace sub-advisers 9 without the delay and expenses associated with soliciting shareholder approval. Shareholders should note, however, that the Investment Adviser and the Board have no intent to make an extensive use of this arrangement for the Funds in the foreseeable future. PROPOSAL 6 MONEY MARKET FUND ONLY--APPROVAL OF THE ELIMINATION OF THE FUND'S FUNDAMENTAL INVESTMENT POLICY ON INVESTING IN OTHER INVESTMENT COMPANIES Shareholders of the U.S. Government Money Market Fund (the "Money Market Fund") also are being asked to consider the approval of the elimination of the Money Market Fund's current fundamental investment policy on investing in other investment companies. Under the 1940 Act, any change to a fundamental investment policy must be approved by shareholders of the fund. The 1940 Act does not require that a fund adopt a fundamental investment policy on investing in other investment companies. Therefore, the Money Market Fund's current fundamental investment policies on investing in other investment companies is unnecessary. This proposal is motivated by the decision to change the Money Market Fund's investment strategies in order to invest in other investment companies when the Investment Adviser deems such an investment in the best interests of the Money Market Fund. The Money Market Fund's current policies restrict unnecessarily the Money Market Fund's ability to invest in other investment companies so the Investment Adviser proposed, and the Board agreed, to eliminate the Fund's policy on investing in other investment companies. Accordingly, Proposal 6 seeks approval of the elimination of each Money Market Fund's fundamental investment policy on investing in other investment companies in order to permit the Money Market Fund to invest in other investment companies. Proposal 6 is unrelated to Proposals 1 through 3. The Investment Adviser believes that it could be appropriate, when market conditions warrant, for the Money Market Fund to invest in other money market funds. The Investment Adviser also believes that this change could improve yield and could permit the Fund to have exposure to new attractive investment opportunities. The Money Market Fund will remain subject to strict regulatory requirements that apply to money market funds. THE BOARD, INCLUDING THE INDEPENDENT TRUSTEES, UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE "FOR" THE APPROVAL OF THE NEW AGREEMENTS, "FOR" THE ELECTION OF EACH NOMINEE, "FOR" THE APPROVAL OF THE A MANAGER OF MANAGERS ARRANGEMENT AND "FOR" THE ELIMINATION OF THE FUNDAMENTAL INVESTMENT POLICY ON INVESTING IN OTHER INVESTMENT COMPANIES FOR EACH MONEY MARKET FUND. UNMARKED, PROPERLY SIGNED AND DATED PROXIES WILL BE SO VOTED. 10 PROPOSAL 1--THE APPROVAL OF NEW INVESTMENT ADVISORY AGREEMENTS WITH RESPECT TO ALL FUNDS As discussed above, Proposal 1 relates to the approval by shareholders of the New Investment Advisory Agreements between the Investment Adviser and each of the Funds. You are being asked to vote separately on Proposal 1 solely with respect to the Fund(s) that you own. Forms of the New Investment Advisory Agreements are attached in Appendix B. The terms of the New Investment Advisory Agreements are substantially identical to those of the Current Investment Advisory Agreements, which were recently approved by shareholders, except with respect to the date of execution. Consequently, upon shareholder approval, the Investment Adviser will continue to render substantially the same services to the Funds under the New Investment Advisory Agreements that it currently renders to the Funds under the Current Investment Advisory Agreements. The Current Investment Advisory Agreements will remain in place until the completion of the Transaction, at which time, as a result of the change in the control of the Investment Adviser, the Current Investment Advisory Agreements will terminate. If for any reason the Transaction does not occur, the Current Investment Advisory Agreements will not terminate and will remain in effect, and the New Investment Advisory Agreements will not be entered into, even if they have been approved by Fund shareholders. THE INVESTMENT ADVISER Security Investors, LLC, which operates under the name Rydex Investments, is located at 805 King Farm Boulevard, Suite 600, Rockville, Maryland 20850, and currently serves as investment adviser to the Funds pursuant to the Current Investment Advisory Agreements. Information regarding the Current Investment Advisory Agreements, including (a) the date of the agreements, (b) the date on which they were last approved by shareholders and (c) the rate of compensation to the Investment Adviser, is provided in Appendix C. If the New Investment Advisory Agreements are approved by shareholders, they will continue for an initial term of two years and for subsequent one-year terms so long as they are renewed annually in accordance with their terms (see discussion under "Term and Continuance" below). Information regarding the name(s), address(es) and principal occupation(s) of the principal executive officer(s) and director(s) of the Investment Adviser is set forth in Appendix D. A list of the Trustees and officers of the Trust who hold positions with the Investment Adviser also is set forth in Appendix D. In addition, set forth in Appendix E is a list of other registered investment companies with similar investment objectives as each Fund, for which the Investment Adviser acts as investment manager, adviser or sub-adviser. (As previously noted, the ownership structure of the Investment Adviser is set forth in Appendix A.) MATERIAL TERMS OF THE NEW INVESTMENT ADVISORY AGREEMENTS The following summary of the New Investment Advisory Agreements summarizes the material terms of the New Investment Advisory Agreements and is qualified in its entirety by 11 reference to the New Investment Advisory Agreements, a form of which is attached in Appendix B. DUTIES OF THE INVESTMENT ADVISER. Under the Current Investment Advisory Agreements and the New Investment Advisory Agreements (each, an "Advisory Agreement" and collectively, the "Advisory Agreements"), the Investment Adviser is required to: o provide the Funds with investment research, advice and supervision and furnish continuously an investment program for the Funds, consistent with the respective investment objectives and policies of each Fund; o determine, in its discretion and without prior consultation, what securities shall be purchased for the Funds, what securities shall be held or sold by the Funds and what portion of the Funds' assets shall be held uninvested in cash, subject always to the provisions of each Trust's Declaration of Trust, By-Laws and registration statement on file with the SEC; o discharge its responsibilities subject to the control of the officers and the Board, and in compliance with the objectives, policies, and limitations set forth in the Funds' prospectus(es) and applicable laws and regulations; o vote any proxies for Fund securities; o provide the Trust, and any other agent designated by the Trust, with records concerning the Investment Adviser's activities which each Fund is required to maintain; and o provide other reports reasonably requested by the Trust's officers and Board concerning the Investment Adviser's discharge of the foregoing responsibilities. INDEMNITY OBLIGATION. Under the Advisory Agreements, the Investment Adviser shall indemnify and hold harmless the Trust and all affiliated persons thereof (within the meaning of Section 2(a)(3) of the 1940 Act) and all controlling persons (as described in Section 15 of the Securities Act of 1933) against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) by reason of or arising out of: (a) the Investment Adviser being in material violation of any applicable federal or state law, rule or regulation or any investment policy or restriction set forth in the Funds' registration statement or any written guidelines or instruction provided in writing by the Board; (b) a Fund's failure to satisfy the diversification or source of income requirements of Subchapter M of the Internal Revenue Code; or (c) the Investment Adviser's willful misfeasance, bad faith or gross negligence generally in the performance of its duties or its reckless disregard of its obligations and duties under the Advisory Agreements. TERM AND CONTINUANCE. Each Advisory Agreement provides that unless terminated as provided therein, the Advisory Agreement shall continue for an initial term of two years. Thereafter, the Advisory Agreement shall continue in effect for successive annual periods provided such continuance is specifically approved at least annually (a) by the vote of the 12 Trustees or by ~~calling 888.820.0888.~~

---------------------------------------------------------------------------------------------------------------------------- NUMBER OF POSITION(S) HELD PORTFOLIOS WITH THE TRUST, IN FUND TERM OF OFFICE COMPLEX NAME, ADDRESS AND AGE AND LENGTH OF PRINCIPAL OCCUPATION(S) OVERSEEN OF TRUSTEE/OFFICER TIME SERVED DURING PAST 5 YEARS BY OFFICER ---------------------------------------------------------------------------------------------------------------------------- Richard M. Goldman (50) President from 2009 to Current: Senior Vice President, Security Benefit 212 present Corporation; CEO, Security Benefit Asset Management Holdings, LLC; CEO, President & Manager Representative, Security Investors, LLC; CEO & Manager, Rydex Holdings, LLC; CEO, President, & Manager, Rydex Distributors, LLC; Manager, Rydex Fund Services, LLC; and President & Trustee, Rydex Series Funds, Rydex ETF Trust, Rydex Dynamic Funds and Rydex Variable Trust Previous: Director, First Security Benefit Life Insurance Company (2007-2010); President & Director, Security Global Investors (2010-2011); CEO & Director, Rydex Advisors, LLC & Rydex Advisor II, LLC (2010); Director, Security Distributors, Inc. (2007-2009); and Managing Member, RM Goldman Partners, LLC (2006-2007). ---------------------------------------------------------------------------------------------------------------------------- Michael P. Byrum (41) Trustee from 2005 to Current: President, Security Benefit Asset Management 179 2009; Vice President Holdings, LLC; Senior Vice President, Security Investors, from 2003 to present LLC; President & Chief Investment Officer, Rydex Holdings, LLC; Director & Chairman of the Board, Advisor Research Center, Inc.; and Manager, Rydex Specialized Products, LLC. Previous: Rydex Distributors, LLC (f/k/a ~~participant in~~ Rydex Distributors, Inc.), Vice President (2009); Rydex Fund Services, LLC, Director (2009-2010), Secretary (2002- 2010), Executive Vice President (2002-2006); Rydex Advisors, LLC (f/k/a ~~registered group annuity contract or you hold an individual variable annuity contract issued by~~PADCO Advisors, Inc.), Director (2008-2010), Chief Investment Officer (2006-2010), President (2004-2010); Secretary (2002-2010); Rydex Advisors II, LLC (f/k/a PADCO Advisors II, Inc.), Director (2008-2010), Chief Investment Officer (2006- 2010), President (2004-2010), Secretary (2002-2010); Rydex Capital Partners, LLC, (President & Secretary 2003-2007); Rydex Capital Partners II, LLC, (2003-2007); Rydex Holdings, LLC (f/k/a Rydex Holdings, Inc.), Secretary 2005-2008), Executive Vice President (2005- 2006); Advisor Research Center, Inc., Secretary (2006- 2009), Executive Vice President (2006); and Rydex Specialized Products, LLC, Secretary (2005-2008). ----------------------------------------------------------------------------------------------------------------------------
·	~~If you are~~

~~Appendix A~~ ~~contains certain information about Northern Lights Variable Trust JNF Money Market Portfolio , NVIT Money Market Fund (Class II),~~as applicable. None of the nominees who would be Independent Trustees or their immediate family members had any interest in the Investment Adviser or Distributor, or any person controlling, controlled by or under common control with such persons. For this purpose, "immediate family member" includes the Nominee's spouse, children residing the in the Nominee's household and dependents of the Nominee. As of October 3, 2011, the Trustees and officers as a group owned less than 1% of the outstanding shares of each Fund. BOARD COMPENSATION The following table sets forth compensation paid by Rydex Variable Trust ~~U.S. Government Money Market Fund and SBL Fund~~for the fiscal year ended December 31, 2010.
---------------------------------------------------------------------------------------------------------------------------- AGGREGATE PENSION OR RETIREMENT ESTIMATED ANNUAL COMPENSATION BENEFITS ACCRUED AS PART OF BENEFITS UPON TOTAL COMPENSATION NAME OF TRUSTEE FROM TRUST TRUST'S EXPENSES RETIREMENT FROM FUND COMPLEX * ---------------------------------------------------------------------------------------------------------------------------- INTERESTED TRUSTEE ---------------------------------------------------------------------------------------------------------------------------- Richard Goldman** $0 $0 $0 $0 ---------------------------------------------------------------------------------------------------------------------------- INDEPENDENT TRUSTEES ---------------------------------------------------------------------------------------------------------------------------- Corey A. Colehour $19,900 $0 $0 $162,000 ---------------------------------------------------------------------------------------------------------------------------- J. Kenneth Dalton $21,100 $0 $0 $174,000 ---------------------------------------------------------------------------------------------------------------------------- John O. Demaret $24,700 $0 $0 $202,000 ---------------------------------------------------------------------------------------------------------------------------- Werner E. Keller $20,000 $0 $0 $163,500 ---------------------------------------------------------------------------------------------------------------------------- Thomas F. Lydon $19,800 $0 $0 $161,000 ---------------------------------------------------------------------------------------------------------------------------- Patrick T. McCarville $20,400 $0 $0 $168,000 ---------------------------------------------------------------------------------------------------------------------------- Roger J. Somers $19,900 $0 $0 $162,000 ----------------------------------------------------------------------------------------------------------------------------
28 * Represents total compensation for service as Trustee of Rydex ETF Trust, Rydex Series C (Money Market), including a table comparing current operating expenses between the Fund and these funds. This information is summary in nature, and you should consult the prospectuses for Northern Lights Variable Trust JNF Money Market Portfolio, NVIT Money Market Fund (Class II),Funds, Rydex Variable Trust ~~U.S. Government Money Market Fund~~and Rydex Dynamic Funds. ** Mr. Goldman is an Interested Trustee, as that term is defined in the 1940 Act by virtue of his affiliation with the Advisor. He does not receive compensation from the Funds. 29 COMMITTEES AND MEETINGS OF THE BOARD The Board has overall responsibility to manage and control the business affairs of the Trust, including the complete and exclusive authority to oversee and to establish policies regarding the management, conduct and operation of the Trust's business. The Board held 4 regular meetings, and 2 special meetings, during the Trust's most recent fiscal year. Each Trustee then in office attended at least 75% of the aggregate of the total number of meetings of the Board and the total number of meetings held by all committees of the Board on which the Trustee served. The Trust currently does not have a policy with respect to Trustees' attendance at shareholder meetings. Shareholders wishing to communicate with the Board or ~~SBL Fund Series C (Money Market) for more complete information about these funds. In~~individual directors should send such correspondence to the Board at the Trust's offices. Shareholder communications will be sent directly to the applicable Board member(s). The Board has established the following standing committees: AUDIT COMMITTEE. The Board has a standing Audit Committee that is composed of each of the non-interested trustees of the Trust. The Audit Committee operates pursuant to a written charter approved by the Board. The principal responsibilities of the Audit Committee include: recommending which firm to engage as the Trust's independent registered public accounting firm and whether to terminate this relationship; reviewing the independent registered public accounting firm's compensation, the proposed scope and terms of its engagement, and the firm's 30 independence; serving as a channel of communication between the independent registered public accounting firm and the Board; reviewing the results of each external audit, including any qualifications in the independent registered public accounting firm's opinion, any related management letter, management's responses to recommendations made by the independent registered public accounting firm in connection with the ~~liquidation~~audit, if any, reports submitted to the Committee by the Trust's service providers that are material to the Trust as a whole, and management's responses to any such reports; reviewing the Trust's audited financial statements and considering any significant disputes between the Trust's management and the independent registered public accounting firm that arose in connection with the preparation of those financial statements; considering, in consultation with the independent registered public accounting firm and the Trust's senior internal accounting executive, the independent registered public accounting firm's report on the adequacy of the ~~Fund, you~~Trust's internal financial controls; reviewing, in consultation with the Trust's independent registered public accounting firm, major changes regarding auditing and accounting principles and practices to be followed when auditing the Trust's financial statements; and other audit related matters. Messrs. Colehour, Dalton, Demaret, Keller, Lydon, McCarville and Somers serve as members of the Audit Committee. The Audit Committee met four times in the most recently completed fiscal year. GOVERNANCE COMMITTEE. The Board has a standing Governance Committee that operates under a written charter approved by the Board. The role of the Governance Committee is to assist the Board in assuring the effective governance of the Trust, including: (i) monitoring and making recommendations regarding committees of the Board, including the responsibilities of those committees as reflected in written committee charters, and committee assignments; (ii) making recommendations regarding the term limits and retirement policies applicable to the Independent Trustees of the Trust; (iii) considering and making recommendations to the Board concerning the compensation of the Independent Trustees, the Independent Chairman of the Board, including any special compensation for serving as chairman of a member of a committee of the Board, and expense reimbursement policies applicable to the Independent Trustees; (iv) periodically reviewing and making recommendations regarding the size and composition of the Board, including recommendations to the Board concerning the need to increase or decrease the size of the Board or to add individuals with special knowledge, skill sets or backgrounds to the Board; (v) overseeing the orientation and education processes for new Independent Trustees and continuing education of incumbent Independent Trustees; (vi) monitoring the independence and performance of legal counsel to the Independent Trustees and making recommendations to the Independent Trustees regarding the selection of independent counsel to the Independent Trustees; (vii) overseeing the process regarding the Board's periodic self-assessments and making recommendations to the Board concerning that process; and (viii) making recommendations to the Board concerning all other matters pertaining to the functioning of the Board and committees of the Board and pertaining generally to the governance of the Trust. Messrs. Keller, Lydon, and McCarville serve as members of the Governance Committee. For the most recently completed fiscal year, the Governance Committee met once. NOMINATING COMMITTEE. The Board has a separate standing Nominating Committee that operates under a written charter approved by the Board, attached hereto as Appendix P. The role of the Nominating Committee is to identify, evaluate and nominate individuals to serve as trustees of the Trust including, shareholder recommendations for nominations to fill vacancies on 31 the Board. The Nominating Committee does not currently have specific procedures in place to consider nominees recommended by shareholders, but would consider such nominees if submitted in accordance with Rule 14a-8 of the Securities Exchange Act of 1934 in conjunction with a shareholder meeting to consider the election of Board members. Messrs. Keller, Lydon, and McCarville serve as members of the Nominating Committee. For the most recently completed fiscal year, the Nominating Committee met once. Additional information regarding the Nominating Committee may be found in the charter of the Nominating Committee. RISK OVERSIGHT COMMITTEE. The Board has a separate standing Risk Oversight Committee that operates under a written charter approved by the Board. The role of the Risk Oversight Committee is to assist the Board in fulfilling its responsibility to oversee risk management activities applicable to the Funds, including systems failure, disaster recovery, business continuity and other operational risks; counterparty credit, liquidity, valuation, leverage and other market and investment risks; and legal and compliance risks. Messrs. Demaret, Keller, and Dalton, serve as members of the Risk Oversight Committee. For the most recently completed fiscal year, the Risk Oversight Committee met three times. INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM The firm of Ernst & Young LLP ("Ernst & Young") has been selected as independent auditors of the Trust for the current fiscal year. Ernst & Young has confirmed to the Audit Committee that they are independent auditors with respect to the Trusts. Representatives of Ernst & Young are not expected to be present at the Meeting, but will ~~receive~~have the opportunity to make a ~~prospectus~~statement if they wish, and will be available should any matter arise requiring their presence. Certain information concerning the fees and services provided by Ernst & Young to the Trust and to the Investment Adviser and its affiliates for the two most recently completed fiscal years of ~~Northern Lights Variable~~the Trust ~~JNF Money Market Portfolio, NVIT Money Market Fund (Class II), Rydex Variable~~is provided below. The Audit Committee is responsible for the engagement, compensation, and oversight of Ernst & Young. The Audit Committee is required to pre-approve all audit and permitted non-audit services performed by Ernst & Young for the Funds in accordance with the Audit Committee Charter and the 1940 Act and makes a determination with respect to Ernst & Young's independence each year. For the two most recent fiscal years for each if the Funds, none of the services provided to the Trust ~~U.S. Government Money Market Fund~~ or ~~SBL Fund Series C (Money Market) if your contract value is reinvested~~described under "Audit-Related Fees," "Tax Fees," and "All Other Fees" were approved by the Audit Committee pursuant to the de minimis exception to the pre-approval requirements. AUDIT FEES. The aggregate fees billed by Ernst & Young for audit of the annual financial statements in ~~any~~connection with statutory and regulatory filings for the fiscal years ended December 31, 2010 and December 31, 2009 were $984,960 and $991,250, respectively. AUDIT-RELATED FEES. The aggregate fees billed by Ernst & Young for assurance and related services reasonably related to the performance of ~~these funds, as applicable.~~the annual audit or review of the Trust's financial statements (and not reported above) for the fiscal years ended December 31, 2010 and December 31, 2009 were $21,465 and $35,625, respectively. TAX FEES. There iswere no assurance that Northern Lights Variable Trust JNF Money Market Portfolio, NVIT Money Market Fund (Class II), Rydex Variable Trust U.S. Government Money Market Fund or SBL Fund Series C (Money Market) will perform as expected or achievetax fees billed by Ernst & Young for professional services rendered for tax compliance, tax advice, and tax planning, including preparation of tax returns 32 and distribution assistance for the fiscal years ended December 31, 2010 and December 31, 2009. ALL OTHER FEES. There were no fees billed by Ernst & Young for products and services provided by Ernst & Young to the Funds, other than the services reported above for the fiscal years ended December 31, 2010 and December 31, 2009. AGGREGATE NON-AUDIT FEES. There were no non-audit fees fees billed by Ernst & Young for the fiscal years ended December 31, 2010 and December 31, 2009. BOARD RECOMMENDATION ON PROPOSAL 4 THE TRUSTEES UNANIMOUSLY RECOMMEND THAT SHAREHOLDERS OF THE FUNDS VOTE "FOR" THE ELECTION OF EACH NOMINEE 33 PROPOSAL 5--THE APPROVAL OF A "MANAGER OF MANAGERS" ARRANGEMENT WITH RESPECT TO ALL FUNDS The Board has approved a "manager of managers" arrangement for the Funds and voted to recommend its ~~investment objective.~~

COST OF THE MEETING. The ~~costs~~cost of the ~~Special~~ Meeting, including the costs of retaining The Altman Group, ~~preparation~~preparing and mailing of the notice, proxy statement and proxy, and the solicitation of proxies, including reimbursement to broker-dealers and others who forwarded proxy materials to their clients, will be borne by ~~the Advisor and/~~Guggenheim Capital or its ~~affiliates.~~affiliates, and not the Funds. The estimated cost of retaining The Altman Group is approximately ~~$9,040.00.~~

(1) Effective June 8, 2010, International Long Short Select Fund’s principal investment strategy changed, and the fees and expenses shown are based on estimated amounts for the current fiscal year. “Total Other Expenses” reflect estimated short dividend expense, short interest expense and remaining other expensesGuggenheim Partners as a result of its equity ownership in excess of 25% (but less than 50%) of Guggenheim Capital. Following the Transaction, the Investment Adviser will be an indirect wholly-owned subsidiary of Guggenheim Capital. A-1 APPENDIX B FORM OF NEW INVESTMENT ADVISORY AGREEMENT ADVISORY AGREEMENT ADVISORY AGREEMENT made as of this [ ] day of [ ], 2011 by and between RYDEX VARIABLE TRUST (the "Trust"), a Delaware statutory trust registered as an investment company under the Investment Company Act of 1940, as amended (the "1940 Act"), and SECURITY INVESTORS, LLC, a Kansas limited liability company, with its principal place of business at 805 King Farm Boulevard, Suite 600, Rockville, Maryland 20850 (the "Adviser"). W I T N E S S E T H WHEREAS, the Board of Trustees (the "Board") of the Trust has selected the Adviser to act as investment adviser to the Trust on behalf of the series set forth on Schedule A to this Agreement (each a "Fund" and, collectively, the "Funds"), as such Schedule may be amended from time to time upon mutual agreement of the parties, and to provide certain related services, as more fully set forth below, and to perform such services under the terms and conditions hereinafter set forth; NOW, THEREFORE, in consideration of the mutual covenants and benefits set forth herein, the Trust and the Adviser do hereby agree as follows: 1. THE ADVISER'S SERVICES. (a) Discretionary Investment Management Services. The Adviser shall act as investment adviser with respect to the Funds. In such capacity, the Adviser shall, subject to the supervision of the Board, regularly provide the Funds with investment research, advice and supervision and shall furnish continuously an investment program for the Funds, consistent with the respective investment objectives and policies of each Fund. The Adviser shall determine, from time to time, what securities shall be purchased for the Funds, what securities shall be held or sold by the Funds and what portion of the Funds' assets shall be held uninvested in cash, subject always to the provisions of the Trust's Declaration of Trust, By-Laws and its registration statement on Form N-1A (the "Registration Statement") under the 1940 Act, and under the Securities Act of 1933, as amended (the "1933 Act"), covering Fund shares, as filed with the Securities and Exchange Commission (the "Commission"), and to the investment ~~strategy change.~~

~~(2)~~objectives, policies and restrictions of the Funds, as each of the same shall be from time to time in effect. To carry out such obligations, the Adviser shall exercise full discretion and act for the Funds in the same manner and with the same force and effect as the Funds themselves might or could do with respect to purchases, sales or other transactions, as well as with respect to all other such things necessary or incidental to the furtherance or conduct of such purchases, sales or other transactions. No reference in this Agreement to the Adviser having full discretionary authority over each Fund's investments shall in any way limit the right of the Board, in its sole discretion, to establish or revise policies in connection with the management of a Fund's assets or to otherwise exercise its right to control the overall management of a Fund. B-1 (b) Compliance. The ~~“Other Expenses” for JNF Money Market Portfolio include custodian, administration, transfer agency~~Adviser agrees to comply with the requirements of the 1940 Act, the Investment Advisers Act of 1940 (the "Advisers Act"), the 1933 Act, the Securities Exchange Act of 1934, as amended (the "1934 Act"), the Commodity Exchange Act and the respective rules and regulations thereunder, as applicable, as well as with all other ~~customary fund expenses,~~applicable federal and ~~are based on amounts incurred during~~state laws, rules, regulations and case law that relate to the ~~Portfolio’s most recently completed fiscal year.~~

~~The Money Market Portfolio seeks to provide as high a level of current income as is consistent with preservation of capital and daily liquidity.~~

~~The Portfolio seeks to achieve its investment objective by investing at least 97%~~conduct of its ~~total assets~~business as a registered investment adviser. The Adviser also agrees to comply with the objectives, policies and restrictions set forth in the Registration Statement, as amended or supplemented, of the Funds, and with any policies, guidelines, instructions and procedures approved by the Board and provided to the Adviser. In selecting each Fund's portfolio securities and performing the Adviser's obligations hereunder, the Adviser shall cause the Fund to comply with the diversification and source of income requirements of Subchapter M and Section 817(h) of the Internal Revenue Code of 1986, as amended (the "Code"), for qualification as a ~~diversified portfolio~~regulated investment company. The Adviser shall maintain compliance procedures that it reasonably believes are adequate to ensure its compliance with the foregoing. No supervisory activity undertaken by the Board shall limit the Adviser's full responsibility for any of ~~money market~~the foregoing. (c) Proxy Voting. The Board has the authority to determine how proxies with respect to securities that are inheld by the highest rating category for short-term obligations. The Portfolio also may invest up to 3% of its total assets in money market securities that are in the second-highest rating category for short-term obligations. The Portfolio may only invest in U.S. dollar-denominated securities that mature in 397 days or fewer from the date of purchase. The dollar-weighted average portfolio maturity of the Portfolio may not exceed 60 days. The Portfolio attempts to maintain a stable net asset value of $1.00 per share, although there is no assurance that it willFunds shall be ~~successful in doing so.~~

~~The sub-adviser considers interest rates, currency exchange rates~~voted, and the ~~economy, analyzes credit~~Board has initially determined to delegate the authority and ~~call risks, and uses other security selection techniques when selecting Portfolio securities. The proportion of the Portfolio’s assets committed~~responsibility to ~~investment in securities with particular characteristics (such as quality, sector, interest rate or maturity) varies based on the sub-adviser’s outlook~~vote proxies for the ~~U.S. and foreign economies, the financial markets and other factors. The sub-adviser focuses on~~Funds' securities ~~that offer safety, liquidity, and a competitive yield. The sub-adviser conducts a credit analysis of each potential issuer prior~~ to the ~~purchase of~~Adviser. So long as proxy voting authority for the Funds has been delegated to the Adviser, the Adviser shall exercise its ~~securities.~~

proxy voting responsibilities. The ~~Portfolio may invest~~Adviser shall carry out such responsibility in accordance with any instructions that the following: obligations of the U.S. Government (including its agencies and government-sponsored enterprises); short-term corporate debt securities of domestic and foreign corporations; obligations of domestic and foreign commercial banks, savings banks, and savings and loan associations; and commercial paper. The Portfolio’s investments in the types of securities described in this prospectus varyBoard shall provide from time to time, and at all times in a manner consistent with Rule 206(4)-6 under the Advisers Act and its fiduciary responsibilities to the Trust. The Adviser shall provide periodic reports and keep records relating to proxy voting as the Board may reasonably request or as may be necessary for the Funds to comply with the 1940 Act and other applicable law. Any such delegation of proxy voting responsibility to the Adviser may be revoked or modified by the Board at any ~~time, the Portfolio may~~time. (d) Recordkeeping. The Adviser shall not be ~~invested in~~responsible for the provision of administrative, bookkeeping or accounting services to the Funds, except as otherwise provided herein or as may be necessary for the Adviser to supply to the Trust or its Board the information required to be supplied under this Agreement. The Adviser shall maintain separate books and detailed records of all ~~types of securities described in this prospectus. Any percentage limitations~~matters pertaining to Fund assets advised by the Adviser required by Rule 31a-1 under the 1940 Act (other than those records being maintained by any administrator, custodian or transfer agent appointed by the Funds) relating to its responsibilities provided hereunder with respect to ~~assets~~the Funds, and shall preserve such records for the periods and in a manner prescribed therefore by Rule 31a-2 under the 1940 Act (the "Fund Books and Records"). The Fund Books and Records shall be available to the Board at any time upon request, shall be delivered to the Trust upon the termination of this Agreement and shall be available without delay during any day the Trust is open for business. (e) Holdings Information and Pricing. The Adviser shall provide regular reports regarding Fund holdings, and shall, on its own initiative, furnish the Trust and its Board B-2 from time to time with whatever information the Adviser believes is appropriate for this purpose. The Adviser agrees to immediately notify the Trust if the Adviser reasonably believes that the value of any security held by a Fund may not reflect fair value. The Adviser agrees to provide any pricing information of which the Adviser is aware to the Trust, its Board and/or any Fund pricing agent to assist in the determination of the ~~Portfolio~~fair value of any Fund holdings for which market quotations are ~~applied at~~not readily available or as otherwise required in accordance with the ~~time~~1940 Act or the Trust's valuation procedures for the purpose of ~~purchase. The Portfolio’s investments will comply with applicable rules governing~~calculating the ~~quality, maturity and diversification of securities held by money market funds.~~

The sub-adviser typically sells a security when it reaches its appreciation potential, it no longer meets the sub-adviser’s investment criteria, it has deteriorating fundamentals, or when more attractive investment opportunities are available.

The following table describes the annual operating expenses that you indirectly pay if you invest in the Portfolio through your retirement plan or if you allocate your insurance contract premiums or payments to the Portfolio. However, each insurance contract and separate account involves fees and expenses that are not described in this Prospectus. If the fees and expenses of your insurance contract or separate account were included in this table, your overall expenses would be higher. You should review the insurance contract prospectus for a complete description of fees and expenses.

(1) These expenses include custodian, administration, transfer agency and other customary fund expenses, and are based on amounts incurred during each Portfolio’s most recently completed fiscal year.

~~(2) The adviser for JNF Money Market Portfolio has contractually agreed to waive~~ its investment ~~advisory fees and/or reimburse the portfolio at least until April 30, 2011.~~

This Plan of Liquidation and Dissolution (the “Plan”) concerns the International Long Short Select Fund (the “Fund”), a series of Rydex Variable Trust (the “Trust”). The Trust is organized and existing as a statutory trust under the lawsState of the State of Delaware. Such Certificate of Trust and the Trust's Declaration of Trust describe in detail the respective responsibilities and limitations on liability of the Trustees, officers, and holders of shares of beneficial interest. B-9 17. JURISDICTION. This Agreement shall be governed by and construed in accordance with the substantive laws of state of Delaware and the Adviser consents to the jurisdiction of courts, both state or federal, in Delaware, with respect to any dispute under this Agreement. 18. PARAGRAPH HEADINGS. The headings of paragraphs contained in this Agreement are provided for convenience only, form no part of this Agreement and shall not affect its construction. 19. COUNTERPARTS. This Agreement may be executed simultaneously in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. IN WITNESS WHEREOF, the parties hereto have caused this instrument to be signed on their behalf by their duly authorized officers as of the date first above written. RYDEX VARIABLE TRUST, on behalf of each Fund listed on Schedule A By: ------------------------------- Name: Richard M. Goldman Title: President SECURITY INVESTORS, LLC By: ------------------------------- Name: Richard M. Goldman Title: Chief Executive Officer B-10 SCHEDULE A TO THE ADVISORY AGREEMENT DATED [ ], 2011 BETWEEN RYDEX VARIABLE TRUST AND SECURITY INVESTORS, LLC 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% Inverse S&P 500 Strategy 0.90% Basic Materials 0.85% NASDAQ-100(R) 0.75% Biotechnology 0.85% Inverse NASDAQ-100(R) Strategy 0.90% Consumer Products 0.85% Mid-Cap 1.5x Strategy 0.90% Electronics 0.85% Russell 2000(R) 1.5x Strategy 0.90% Energy 0.85% Government Long Bond 1.2x Strategy 0.50% Energy Services 0.85% Inverse Government Long Bond Strategy 0.90% Financial Services 0.85% Europe 1.25x Strategy 0.90% Health Care 0.85% Japan 2x Strategy 0.75% Internet 0.85% S&P 500 Pure Value 0.75% Leisure 0.85% S&P 500 Pure Growth 0.75% Precious Metals 0.75% S&P MidCap 400 Pure Value 0.75% Real Estate 0.85% S&P MidCap 400 Pure Growth 0.75% Retailing 0.85% Inverse Mid-Cap Strategy 0.90% Technology 0.85% S&P SmallCap 600 Pure Value 0.75% Telecommunications 0.85% S&P SmallCap 600 Pure Growth 0.75% Transportation 0.85% Inverse Russell 2000(R) Strategy 0.90% Utilities 0.85% Strengthening Dollar 2x Strategy 0.90% Commodities Strategy 0.75% Weakening Dollar 2x Strategy 0.90% U.S. Long Short Momentum 0.90% U.S. Government Money Market 0.50% S&P 500* 0.75% High Yield Strategy* 0.75% Russell 2000(R)* 0.75% Inverse High Yield Strategy* 0.75% Inverse Dow 2x Strategy 0.90% Dow 2x Strategy 0.90% Inverse Russell 2000(R) 2x Strategy* 0.90% NASDAQ-100(R) 2x Strategy 0.90% CLS AdvisorOne Amerigo 0.90% Russell 2000(R) 2x Strategy 0.90% CLS AdvisorOne Select Allocation 0.90% S&P 500 2x Strategy 0.90% All-Asset Moderate Strategy 0.00% Inverse NASDAQ-100(R) 2x Strategy* 0.90% All-Asset Conservative Strategy 0.00% Inverse S&P 500 2x Strategy* 0.90% All-Asset Aggressive Strategy 0.00% CLS AdvisorOne Clermont 0.90% Alternative Strategies Allocation 0.00% Managed Futures Strategy 0.90% DWA Sector Rotation Fund 1.00% Long/Short Commodities Strategy* 0.90% DWA Flexible Allocation Fund 1.00% Multi-Hedge Strategies 1.15%
* Denotes Funds that have not yet commenced operations. B-11 APPENDIX C INFORMATION REGARDING THE INVESTMENT ADVISORY AGREEMENTS AND FEES PAID TO THE INVESTMENT ADVISER AND AFFILIATES Security Investors, LLC, a Kansas limited liability company (the "Investment Adviser") currently serves as investment adviser to all series (collectively, the "Funds") of Rydex Variable Trust ("RVT"), pursuant to investment advisory agreements between Trust, on behalf of its series, and the Investment Adviser. Rydex Fund Services, Inc. ("RFS") serves as the administrator, transfer agent and accounting services agent for the Funds. Rydex Distributors, LLC ("RDL") serves as principal underwriter to the Funds. RFS and RDL are affiliates of the Investment Adviser. The table below provides the following information: (i) the date on which each Fund's shareholders last approved the Fund's investment advisory agreement; (ii) the annual rate of management fees paid by each Fund to the Investment Adviser, stated as a percentage of that Fund's average daily net assets; (iii) the aggregate amount of management fees paid by each Fund to the Investment Adviser for the Fund's fiscal year ended December 31, 2010; (iv) the amount of fees paid by each Fund to the Administrator for administrative and transfer agency services for the Fund during the Fund's fiscal year ended December 31, 2010; (v) the amount of accounting service fees paid by each Fund to the Administrator for accounting services for the Fund during the Fund's fiscal year ended March 31, 2011 December 31, 2010; and (vi) the amount of investor service fees paid by each RVT Fund to RDL during the Fund's fiscal year ended December 31, 2010 for RDL's services to owners of variable annuity and variable life insurance contracts who indirectly through insurance company separate accounts invest in shares of the Fund, pursuant to the Fund's investor services agreement with RDL. C-1 RYDEX VARIABLE TRUST
DATE OF LAST MANAGEMENT FEES ADMINISTRATIVE ACCOUNTING INVESTOR SERVICES SHAREHOLDER MANAGEMENT PAID TO INVESTMENT SERVICE FEES SERVICE FEES FEES PAID TO SERIES NAME APPROVAL FEES ADVISER PAID TO RFS PAID TO RFS RDL ---------------------------------------------------------------------------------------------------------------------------------- All-Asset Aggressive Strategy Fund 5/21/2010 0.00%* $ 0* $ 0*** $ 0*** $ 0*** All-Asset Conservative Strategy Fund 5/21/2010 0.00%* $ 0* $ 0*** $ 0*** $ 0*** All-Asset Moderate Strategy Fund 5/21/2010 0.00%* $ 0* $ 0*** $ 0*** $ 0*** Alternative Strategies Allocation Fund 5/21/2010 0.00%* $ 0* $ 0** $ 0** $ 0** Amerigo Fund 5/21/2010 0.90% $ 1,739,703 $ 483,250 $ 193,299 $ 483,250 Banking Fund 5/21/2010 0.85% $ 59,715 $ 17,563 $ 7,025 $ 17,563 Basic Materials Fund 5/21/2010 0.85% $ 292,758 $ 86,105 $ 34,442 $ 86,105 Biotechnology Fund 5/21/2010 0.85% $ 140,356 $ 41,281 $ 16,512 $ 41,281 Clermont Fund 5/21/2010 0.90% $ 621,802 $ 172,723 $ 69,089 $ 172,723 Commodities Strategy Fund 5/21/2010 0.75% $ 116,557 $ 38,872 $ 15,549 $ 38,872 Consumer Products Fund 5/21/2010 0.85% $ 154,395 $ 45,410 $ 18,164 $ 45,410 Dow 2x Strategy Fund 5/21/2010 0.90% $ 107,390 $ 29,830 $ 11,932 $ 29,830 DWA Flexible Allocation Fund 2/11/2010 1.00% $ 109,019 $ 27,255 $ 10,902 $ 27,255 DWA Sector Rotation Fund 2/11/2010 1.00% $ 196,928 $ 49,232 $ 19,693 $ 49,232 Electronics Fund 5/21/2010 0.85% $ 106,064 $ 31,195 $ 12,478 $ 31,195 Energy Fund 5/21/2010 0.85% $ 283,935 $ 83,510 $ 33,404 $ 83,510 Energy Services Fund 5/21/2010 0.85% $ 263,946 $ 77,631 $ 31,052 $ 77,631 Europe 1.25x Strategy Fund 5/21/2010 0.90% $ 102,282 $ 28,412 $ 11,365 $ 28,412 Financial Services Fund 5/21/2010 0.85% $ 93,973 $ 27,639 $ 11,056 $ 27,639 Government Long Bond 1.2x Strategy Fund 5/21/2010 0.50% $ 222,136 $ 88,855 $ 44,427 $ 111,068 Health Care Fund 5/21/2010 0.85% $ 162,740 $ 47,865 $ 19,146 $ 47,865 Internet Fund 5/21/2010 0.85% $ 126,734 $ 37,275 $ 14,910 $ 37,275 Inverse Dow 2x Strategy Fund 5/21/2010 0.90% $ 156,064 $ 43,351 $ 17,340 $ 43,351 Inverse Government Long Bond Strategy Fund 5/21/2010 0.90% $ 167,762 $ 46,601 $ 18,640 $ 46,601
C-2
DATE OF LAST MANAGEMENT FEES ADMINISTRATIVE ACCOUNTING INVESTOR SERVICES SHAREHOLDER MANAGEMENT PAID TO INVESTMENT SERVICE FEES SERVICE FEES FEES PAID TO SERIES NAME APPROVAL FEES ADVISER PAID TO RFS PAID TO RFS RDL ---------------------------------------------------------------------------------------------------------------------------------- Inverse Mid-Cap Strategy Fund 5/21/2010 0.90% $ 35,256 $ 9,793 $ 3,917 $ 9,793 Inverse NASDAQ-100(R) Strategy Fund 5/21/2010 0.90% $ 132,852 $ 36,903 $ 14,761 $ 36,903 Inverse Russell 2000(R) Strategy Fund 5/21/2010 0.90% $ 86,045 $ 23,901 $ 9,560 $ 23,901 Inverse S&P 500 Strategy Fund 5/21/2010 0.90% $ 347,532 $ 96,537 $ 38,614 $ 96,537 Japan 2x Strategy Fund 5/21/2010 0.75% $ 50,491 $ 16,830 $ 6,732 $ 16,830 Leisure Fund 5/21/2010 0.85% $ 113,298 $ 33,323 $ 13,329 $ 33,323 Managed Futures Strategy Fund 5/21/2010 0.90% $ 195,175 $ 54,215 $ 21,686 $ 54,215 Mid-Cap 1.5x Strategy Fund 5/21/2010 0.90% $ 129,055 $ 35,849 $ 14,339 $ 35,849 Multi-Hedge Strategies Fund 5/21/2010 1.15% $ 248,052 $ 0** $ 0** $ 0** NASDAQ-100(R) 2x Strategy Fund 5/21/2010 0.90% $ 237,057 $ 65,849 $ 26,339 $ 65,849 NASDAQ-100(R) Fund 5/21/2010 0.75% $ 358,536 $ 119,512 $ 47,804 $ 119,512 Nova Fund 5/21/2010 0.75% $ 301,873 $ 100,624 $ 40,249 $ 100,624 Precious Metals Fund 5/21/2010 0.75% $ 624,743 $ 208,248 $ 83,298 $ 208,248 Real Estate Fund 5/21/2010 0.85% $ 283,233 $ 83,304 $ 33,321 $ 83,304 Retailing Fund 5/21/2010 0.85% $ 102,838 $ 30,246 $ 12,098 $ 30,246 Russell 2000(R) 1.5x Strategy Fund 5/21/2010 0.90% $ 128,598 $ 35,722 $ 14,289 $ 35,722 Russell 2000(R) 2x Strategy Fund 5/21/2010 0.90% $ 34,262 $ 9,517 $ 3,807 $ 9,517 S&P 500 2x Strategy Fund 5/21/2010 0.90% $ 162,720 $ 45,200 $ 18,080 $ 45,200 S&P 500 Pure Growth Fund 5/21/2010 0.75% $ 226,170 $ 75,390 $ 30,156 $ 75,390 S&P 500 Pure Value Fund 5/21/2010 0.75% $ 209,873 $ 69,958 $ 27,983 $ 69,958 S&P MidCap 400 Pure Growth Fund 5/21/2010 0.75% $ 283,208 $ 94,403 $ 37,761 $ 94,403 S&P MidCap 400 Pure Value Fund 5/21/2010 0.75% $ 184,951 $ 61,650 $ 24,660 $ 61,650 S&P SmallCap 600 Pure Growth Fund 5/21/2010 0.75% $ 114,125 $ 38,042 $ 15,216 $ 38,042 S&P SmallCap 600 Pure Value Fund 5/21/2010 0.75% $ 163,053 $ 54,351 $ 21,741 $ 54,351 Select Allocation Fund 5/21/2010 0.90% $ 371,393 $ 103,165 $ 41,265 $ 103,165 Strengthening Dollar 2x Strategy Fund 5/21/2010 0.90% $ 92,729 $ 25,758 $ 10,303 $ 25,758
C-3
DATE OF LAST MANAGEMENT FEES ADMINISTRATIVE ACCOUNTING INVESTOR SERVICES SHAREHOLDER MANAGEMENT PAID TO INVESTMENT SERVICE FEES SERVICE FEES FEES PAID TO SERIES NAME APPROVAL FEES ADVISER PAID TO RFS PAID TO RFS RDL ---------------------------------------------------------------------------------------------------------------------------------- Technology Fund 5/21/2010 0.85% $ 202,492 $ 59,556 $ 23,822 $ 59,556 Telecommunications Fund 5/21/2010 0.85% $ 57,519 $ 16,917 $ 6,767 $ 16,917 Transportation Fund 5/21/2010 0.85% $ 102,720 $ 30,212 $ 12,085 $ 30,211 U.S. Government Money Market Fund 5/21/2010 0.50% $ 0 $ 6,541 $ 240,422 $ 0 U.S. Long Short Momentum Fund 5/21/2010 0.90% $ 533,432 $ 148,175 $ 59,270 $ 148,175 Utilities Fund 5/21/2010 0.85% $ 150,518 $ 44,270 $ 17,707 $ 44,270 Weakening Dollar 2x Strategy Fund 5/21/2010 0.90% $ 32,220 $ 8,950 $ 3,580 $ 8,950
* The Advisor receives an investment advisory fee for managing the Underlying Funds. The Underlying Funds pay a monthly investment advisory fee to the Advisor for its services. The fee is based on the average daily net assets of each Underlying Fund and calculated at an annual rate for each Underlying Fund. For more information regarding the Underlying Funds' investment advisory fees and expense limitations, please see the Prospectus and applicable sections of the Statement of Additional Information. The Funds benefit from the investment advisory services provided to the Underlying Funds and, as shareholders of those Underlying Funds, indirectly bear a proportionate share of those Underlying Funds' advisory fees. ** The Advisor has contractually agreed to pay all operating expenses of the Fund, excluding interest expense and taxes (expected to be de minimis), brokerage commissions and other expenses connected with the execution of portfolio transactions, short dividend expenses, and extraordinary expenses. *** The Advisor has contractually agreed to pay all other expenses of the Fund, excluding Acquired Fund fees and expenses, interest expense and taxes (expected to be de minimis), brokerage commissions and other expenses connected with the execution of portfolio transactions and extraordinary expenses. C-4 APPENDIX D TRUSTEES/MANAGERS AND OFFICERS OF THE INVESTMENT ADVISER MEMBER REPRESENTATIVE AND PRINCIPAL EXECUTIVE OFFICER OF SECURITY INVESTORS, LLC The business address of the member representative and principal executive officer is 805 King Farm Boulevard, Suite 600, Rockville, Maryland 20850.
POSITION HELD WITH OTHER PRINCIPAL NAME SECURITY INVESTORS, LLC OCCUPATION/POSITION --------------------------------------------------------------------------------------------------------------- Richard M. Goldman President, Chief Executive Officer Senior Vice President, Security Benefit and Member Representative Corporation; CEO, Security Benefit Asset Management Holdings, LLC; CEO, President and Manager Representative, Security Investors, LLC; CEO and Manager, Rydex Holdings, LLC; CEO, President, and Manager, Rydex Distributors, LLC; Manager, Rydex Fund Services, LLC; President and Trustee, Rydex Series Funds, Rydex ETF Trust, Rydex Dynamic Funds and Rydex Variable Trust; and President, Director and Chairman of the Board, Security Equity Fund, Security Income Fund, Security Large Cap Value Fund, Security Mid Cap Growth Fund and SBL Fund
TRUSTEES/OFFICERS OF THE FUNDS WHO HOLD POSITION(S) WITH SECURITY INVESTORS, LLC. The business address of each of the following persons is 805 King Farm Boulevard, Suite 600, Rockville, Maryland 20850.
NAME POSITION HELD WITH THE FUNDS POSITION HELD WITH SECURITY INVESTORS, LLC --------------------------------------------------------------------------------------------------------------- Richard M. Goldman Trustee and President President, Chief Executive Officer and Member Representative Michael P. Byrum Vice President Senior Vice President Nick Bonos Vice President and Treasurer Senior Vice President Joanna M. Haigney Chief Compliance Officer and Senior Vice President and Chief Compliance Secretary Officer Joseph Arruda Assistant Treasurer Vice President Keith Fletcher Vice President Senior Vice President Amy Lee Vice President and Assistant Senior Vice President and Secretary Secretary
D-1 APPENDIX E ADVISORY FEE RATES OF FUNDS WITH SIMILAR INVESTMENT OBJECTIVES ADVISED BY SECURITY INVESTORS, LLC Each of the tables below lists the names of other mutual funds advised by Security Investors, LLC (the "Investment Adviser") with similar investment objectives as the Funds, and information concerning the Funds' and such other funds' net assets as of April 30, 2011 and the rate of compensation for the Investment Adviser for its services to the Funds and such other funds.
ANNUAL COMPENSATION TO THE INVESTMENT ADVISER (AS A NAME OF FUND SUBJECT TO THIS PROXY STATEMENT PERCENTAGE OF AVERAGE NET ASSETS (IN Name(s) of Other Fund(s) with Similar Objectives DAILY NET ASSETS) MILLIONS) ----------------------------------------------------------------------------------------------------------------------- ALL-ASSET AGGRESSIVE STRATEGY FUND, A SERIES OF RYDEX VARIABLE TRUST 0.00%(1) $7.63 All-Asset Aggressive Strategy Fund, a series of Rydex Series Funds 0.00%(1) $17.58 ALL-ASSET CONSERVATIVE STRATEGY FUND, A SERIES OF RYDEX VARIABLE TRUST 0.00%(1) $11.13 All-Asset Conservative Strategy Fund, a series of Rydex Series Funds 0.00%(1) $14.32 ALL-ASSET MODERATE STRATEGY FUND, A SERIES OF RYDEX VARIABLE TRUST 0.00%(1) $23.85 All-Asset Moderate Strategy Fund, a series of Rydex Series Funds 0.00%(1) $31.18 ALTERNATIVE STRATEGIES ALLOCATION FUND, A SERIES OF RYDEX VARIABLE TRUST 0.00%(1) $7.44 Alternative Strategies Allocation Fund, a series of Rydex Series Funds 0.00%(1) $21.01 AMERIGO FUND, A SERIES OF RYDEX VARIABLE TRUST 0.90% $189.35 None N/A N/A BANKING FUND, A SERIES OF RYDEX VARIABLE TRUST 0.85% $5.36 Banking Fund, a series of Rydex Series Funds 0.85% $15.87 BASIC MATERIALS FUND, A SERIES OF RYDEX VARIABLE TRUST 0.85% $40.65 Basic Materials Fund, a series of Rydex Series Funds 0.85% $124.08 BIOTECHNOLOGY FUND, A SERIES OF RYDEX VARIABLE TRUST 0.85% $17.99 Biotechnology Fund, a series of Rydex Series Funds 0.85% $105.50 CLERMONT FUND, A SERIES OF RYDEX VARIABLE TRUST 0.90% $83.56 None N/A N/A COMMODITIES STRATEGY FUND, A SERIES OF RYDEX VARIABLE TRUST 0.75%(2) $23.60 Commodities Strategy Fund, a series of Rydex Series Funds 0.75%(2) $109.21
E-1
ANNUAL COMPENSATION TO THE INVESTMENT ADVISER (AS A NAME OF FUND SUBJECT TO THIS PROXY STATEMENT PERCENTAGE OF AVERAGE NET ASSETS (IN Name(s) of Other Fund(s) with Similar Objectives DAILY NET ASSETS) MILLIONS) ----------------------------------------------------------------------------------------------------------------------- CONSUMER PRODUCTS FUND, A SERIES OF RYDEX VARIABLE TRUST 0.85% $18.55 Consumer Products Fund, a series of Rydex Series Funds 0.85% $74.07 DOW 2x STRATEGY FUND, A SERIES OF RYDEX VARIABLE TRUST 0.90% $18.14 Dow 2x Strategy Fund, a series of Rydex Dynamic Funds 0.90% $39.19 DWA FLEXIBLE ALLOCATION FUND, A SERIES OF RYDEX VARIABLE TRUST 1.00% $25.03 None N/A N/A DWA SECTOR ROTATION FUND, A SERIES OF RYDEX VARIABLE TRUST 1.00% $35.55 None N/A N/A ELECTRONICS FUND, A SERIES OF RYDEX VARIABLE TRUST 0.85% $10.86 Electronics Fund, a series of Rydex Series Funds 0.85% $14.92 ENERGY FUND, A SERIES OF RYDEX VARIABLE TRUST 0.85% $57.17 Energy Fund, a series of Rydex Series Funds 0.85% $128.46 ENERGY SERVICES FUND, A SERIES OF RYDEX VARIABLE TRUST 0.85% $55.34 Energy Services Fund, a series of Rydex Series Funds 0.85% $224.73 EUROPE 1.25X STRATEGY FUND, A SERIES OF RYDEX VARIABLE TRUST 0.90% $12.19 Europe 1.25x Strategy Fund, a series of Rydex Series Funds 0.90% $32.84 FINANCIAL SERVICES FUND, A SERIES OF RYDEX VARIABLE TRUST 0.85% $8.15 Financial Services Fund, a series of Rydex Series Funds 0.85% $12.08 GOVERNMENT LONG BOND 1.2x STRATEGY FUND, A SERIES OF RYDEX VARIABLE TRUST 0.50% $15.66 Government Long Bond 1.2x Strategy Fund, a series of Rydex Series Funds 0.50% $102.39 HEALTH CARE FUND, A SERIES OF RYDEX VARIABLE TRUST 0.85% $19.25 Health Care Fund, a series of Rydex Series Funds 0.85% $65.66 INTERNET FUND, A SERIES OF RYDEX VARIABLE TRUST 0.85% $11.34 Internet Fund, a series of Rydex Series Funds 0.85% $28.70 INVERSE DOW 2x STRATEGY FUND, A SERIES OF RYDEX VARIABLE TRUST 0.90% $8.50 Inverse Dow 2x Strategy Fund, a series of Rydex Dynamic Funds 0.90% $37.93 INVERSE GOVERNMENT LONG BOND STRATEGY FUND, A SERIES OF RYDEX VARIABLE TRUST 0.90% $18.71 Inverse Government Long Bond Strategy Fund, a series of Rydex Series Funds 0.90% $617.94
E-2
ANNUAL COMPENSATION TO THE INVESTMENT ADVISER (AS A NAME OF FUND SUBJECT TO THIS PROXY STATEMENT PERCENTAGE OF AVERAGE NET ASSETS (IN Name(s) of Other Fund(s) with Similar Objectives DAILY NET ASSETS) MILLIONS) ----------------------------------------------------------------------------------------------------------------------- INVERSE MID-CAP STRATEGY FUND, A SERIES OF RYDEX VARIABLE TRUST 0.90% $1.17 Inverse Mid-Cap Strategy Fund, a series of Rydex Series Funds 0.90% $2.28 INVERSE NASDAQ-100(R) STRATEGY FUND, A SERIES OF RYDEX VARIABLE TRUST 0.90% $5.73 Inverse NASDAQ-100(R) Strategy Fund, a series of Rydex Series Funds 0.90% $14.17 INVERSE RUSSELL 2000(R) STRATEGY FUND, A SERIES OF RYDEX VARIABLE TRUST 0.90% $3.15 Inverse Russell 2000(R) Strategy Fund, a series of Rydex Series Funds 0.90% $9.22 INVERSE S&P 500 STRATEGY FUND 0.90% $14.23 Inverse S&P 500 Strategy Fund, a series of Rydex Series Funds 0.90% $136.53 JAPAN 2x STRATEGY FUND, A SERIES OF RYDEX VARIABLE TRUST 0.75% $6.29 Japan 2x Strategy Fund, a series of Rydex Series Funds 0.75% $13.84 LEISURE FUND, A SERIES OF RYDEX VARIABLE TRUST 0.85% $9.26 Leisure Fund, a series of Rydex Series Funds 0.85% $6.11 MANAGED FUTURES STRATEGY FUND, A SERIES OF RYDEX VARIABLE TRUST 0.90%(2) $16.67 Managed Futures Strategy Fund, a series of Rydex Series Funds 0.90%(2) $2,583.87 MID-CAP 1.5X STRATEGY FUND, A SERIES OF RYDEX VARIABLE TRUST 0.90% $23.70 Mid-Cap 1.5x Strategy Fund, a series of Rydex Series Funds 0.90% $56.79 MULTI-HEDGE STRATEGIES FUND, A SERIES OF RYDEX VARIABLE TRUST 1.15% $17.49 Multi-Hedge Strategies Fund, a series of Rydex Series Funds 1.15%(2) $73.92 NASDAQ-100(R) 2x STRATEGY FUND, A SERIES OF RYDEX VARIABLE TRUST 0.90% $33.22 NASDAQ-100(R) 2x Strategy Fund, a series of Rydex Dynamic Funds 0.90% $288.39 NASDAQ-100(R) FUND, A SERIES OF RYDEX VARIABLE TRUST 0.75% $52.92 NASDAQ-100(R) Fund, a series of Rydex Series Funds 0.75% $648.00 NOVA FUND, A SERIES OF RYDEX VARIABLE TRUST 0.75% $33.31 Nova Fund, a series of Rydex Series Funds 0.75% $85.58 PRECIOUS METALS FUND, A SERIES OF RYDEX VARIABLE TRUST 0.75% $109.52 Precious Metals Fund, a series of Rydex Series Funds 0.75% $243.13
E-3
ANNUAL COMPENSATION TO THE INVESTMENT ADVISER (AS A NAME OF FUND SUBJECT TO THIS PROXY STATEMENT PERCENTAGE OF AVERAGE NET ASSETS (IN Name(s) of Other Fund(s) with Similar Objectives DAILY NET ASSETS) MILLIONS) ----------------------------------------------------------------------------------------------------------------------- REAL ESTATE FUND, A SERIES OF RYDEX VARIABLE TRUST 0.85% $26.88 Real Estate Fund, a series of Rydex Series Funds 0.85% $24.86 RETAILING FUND, A SERIES OF RYDEX VARIABLE TRUST 0.85% $5.81 Retailing Fund, a series of Rydex Series Funds 0.85% $11.76 RUSSELL 2000(R) 1.5X STRATEGY FUND, A SERIES OF RYDEX VARIABLE TRUST 0.90% $19.74 Russell 2000(R) 1.5x Strategy Fund, a series of Rydex Series Funds 0.90% $41.23 RUSSELL 2000(R) 2x STRATEGY FUND, A SERIES OF RYDEX VARIABLE TRUST 0.90% $6.35 Russell 2000(R) 2x Strategy Fund, a series of Rydex Dynamic Funds 0.90% $68.85 S&P 500 2x STRATEGY FUND, A SERIES OF RYDEX VARIABLE TRUST 0.90% $23.55 S&P 500 2x Strategy Fund, a series of Rydex Dynamic Funds 0.90% $151.74 Rydex 2X S&P 500 ETF, a series of Rydex ETF Trust 0.70% $94.29 S&P 500 PURE GROWTH FUND, A SERIES OF RYDEX VARIABLE TRUST 0.75% $58.57 S&P 500 Pure Growth Fund, a series of Rydex Series Funds 0.75% $47.33 Rydex S&P 500 Pure Growth ETF, a series of Rydex ETF Trust 0.35% $264.65 S&P 500 PURE VALUE FUND, A SERIES OF RYDEX VARIABLE TRUST 0.75% $41.06 S&P 500 Pure Value Fund, a series of Rydex Series Funds 0.75% $58.06 Rydex S&P 500 Pure Value ETF, a series of Rydex ETF Trust 0.35% $112.93 S&P MIDCAP 400 PURE GROWTH FUND, A SERIES OF RYDEX VARIABLE TRUST 0.75% $61.75 S&P Midcap 400 Pure Growth Fund, a series of Rydex Series Funds 0.75% $286.18 Rydex S&P MidCap 400 Pure Growth ETF, a series of Rydex ETF Trust 0.35% $670.63 S&P MIDCAP 400 PURE VALUE FUND, A SERIES OF RYDEX VARIABLE TRUST 0.75% $24.09 S&P MidCap 400 Pure Value Fund, a series of Rydex Series Funds 0.75% $61.56 Rydex S&P MidCap 400 Pure Value ETF, a series of Rydex ETF Trust 0.35% $60.16 S&P SMALLCAP 600 PURE GROWTH FUND, A SERIES OF RYDEX VARIABLE TRUST 0.75% $32.10 S&P SmallCap 600 Pure Growth Fund, a series of Rydex Series Funds 0.75% $145.49 Rydex S&P SmallCap 600 Pure Growth ETF, a series of Rydex ETF Trust 0.35% $35.19 S&P SMALLCAP 600 PURE VALUE FUND, A SERIES OF RYDEX VARIABLE TRUST 0.75% $17.31 S&P SmallCap 600 Pure Value Fund, a series of Rydex Series Funds 0.75% $26.90
E-4
ANNUAL COMPENSATION TO THE INVESTMENT ADVISER (AS A NAME OF FUND SUBJECT TO THIS PROXY STATEMENT PERCENTAGE OF AVERAGE NET ASSETS (IN Name(s) of Other Fund(s) with Similar Objectives DAILY NET ASSETS) MILLIONS) ----------------------------------------------------------------------------------------------------------------------- Rydex S&P SmallCap 600 Pure Value ETF, a series of Rydex ETF Trust 0.35% $90.18 SELECT ALLOCATION FUND, A SERIES OF RYDEX VARIABLE TRUST 0.90% $42.73 None N/A N/A STRENGTHENING DOLLAR 2x STRATEGY FUND, A SERIES OF RYDEX VARIABLE TRUST 0.90% $2.77 Strengthening Dollar 2x Strategy Fund, a series of Rydex Series Funds 0.90% $26.71 TECHNOLOGY FUND, A SERIES OF RYDEX VARIABLE TRUST 0.85% $19.90 Technology Fund, a series of Rydex Series Funds 0.85% 82.93 TELECOMMUNICATIONS FUND, A SERIES OF RYDEX VARIABLE TRUST 0.85% $5.76 Telecommunications Fund, a series of Rydex Series Funds 0.85% $12.85 TRANSPORTATION FUND, A SERIES OF RYDEX VARIABLE TRUST 0.85% $7.81 Transportation Fund, a series of Rydex Series Funds 0.85% $15.35 U.S. GOVERNMENT MONEY MARKET FUND, A SERIES OF RYDEX VARIABLE TRUST 0.50% $162.92 U.S. Government Money Market Fund, a series of Rydex Series Funds 0.50% $868.15 U.S. LONG SHORT MOMENTUM FUND, A SERIES OF RYDEX VARIABLE TRUST 0.90% $53.25 U.S. Long Short Momentum Fund, a series of Rydex Series Funds 0.90% $164.99 UTILITIES FUND, A SERIES OF RYDEX VARIABLE TRUST 0.85% $14.74 Utilities Fund, a series of Rydex Series Funds 0.85% $21.87 WEAKENING DOLLAR 2x STRATEGY FUND, A SERIES OF RYDEX VARIABLE TRUST 0.90% $6.05 Weakening Dollar 2x Strategy Fund, a series of Rydex Series Funds 0.90% $38.23
E-5 APPENDIX F FORM OF NEW SUB-ADVISORY AGREEMENT WITH CLS INVESTMENTS, LLC AGREEMENT made this [ ] day of [ ], 2011, by and between Security Investors, LLC, a Kansas limited liability company (the "Adviser"), and CLS Investments, LLC, a Nebraska limited liability company (the "Sub-Adviser"). WHEREAS, Rydex Variable Trust, a Delaware statutory trust (the "Trust") is an open-end management investment company registered under the Investment Company Act of 1940, as amended (the "1940 Act"); WHEREAS, the Adviser has entered into an Investment Advisory Agreement dated [ ], 2011, as amended (the "Advisory Agreement") with the Trust, pursuant to which the Adviser will act as the investment adviser to the separate series of the Trust set forth therein; and WHEREAS, the Adviser, with the approval of the Trust, desires to retain the Sub-Adviser as its agent to furnish sub-investment advisory services to the Adviser in connection with the management of the separate series of the Trust set forth on Schedule A of this Investment Sub-Advisory Agreement (each a "Fund" and together, the "Funds"), and the Sub-Adviser is willing to render such sub-investment advisory services. NOW, THEREFORE, in consideration of the mutual covenants herein contained, the parties hereto agree as follows: 1. APPOINTMENT. The Adviser hereby appoints the Sub-Adviser to provide certain sub-investment advisory services to each Fund for the period and on the terms set forth in this Agreement (the "Sub-Advisory Agreement"). The Sub-Adviser hereby accepts such appointment and agrees to furnish the services herein set forth for the compensation herein provided. 2. DELIVERY OF DOCUMENTS. The Sub-Adviser hereby acknowledges receipt of properly certified or authenticated copies of each of the following: (a) The Trust's Declaration of Trust and all amendments thereto or restatements thereof (such Declaration, as presently in effect and as it shall from time to time be amended or restated, is herein called the "Declaration of Trust"); (b) The Trust's By-Laws and amendments thereto; (c) Resolutions of the Trust's Board of Trustees authorizing the appointment of the Sub- Adviser and approving this Agreement; (d) The Trust's Notification of Registration on Form N-8A under the 1940 Act as filed with the U.S. Securities and Exchange Commission (the ~~“SEC”~~"SEC") and all amendments thereto; (e) The Trust's Registration Statement on Form N-1A under the Securities Act of 1933, as amended (the "1933 Act") and under the 1940 Act as filed with the SEC and all F-1 amendments thereto insofar as such Registration Statement and such amendments relate to each Fund; and (f) The Trust's most recent prospectus and Statement of Additional Information for each Fund (such prospectus and Statement of Additional Information, as presently in effect, and all amendments and supplements thereto are herein collectively called the "Prospectus"). The Adviser will furnish the Sub-Adviser from time to time with copies of all amendments of or supplements to the foregoing. 3. MANAGEMENT. Subject always to the supervision of the Trust's Board of Trustees and the Adviser, the Sub-Adviser will furnish, direct, and administer an investment program in respect of, and make investment and reinvestment decisions for, all assets of each Fund and place all orders for the purchase and sale of securities, all on behalf of each Fund. In the performance of its duties, the Sub- Adviser will satisfy its fiduciary duties to each Fund, and will monitor each Fund's investments, and will comply with the provisions of the Trust's Declaration of Trust and By-Laws, as amended from time to time, any policies or restrictions imposed by the Adviser and/or the Trust, and the stated investment objectives, policies and restrictions of each Fund as provided in each Fund's prospectus and statement of additional information, as amended from time to time. The Sub-Adviser and the Adviser will each make its officers and employees available to the other from time to time at reasonable times to review investment policies of each Fund and to consult with each other regarding the investment affairs of each Fund. The Sub-Adviser shall also make itself reasonably available to the Board of Trustees at such times as the Board of Trustees shall request. The Sub-Adviser represents and warrants that it is in compliance with all applicable rules and regulations of the SEC pertaining to its investment advisory activities and agrees that it: (a) will use the same skill and care in providing such services as it uses in providing services to fiduciary accounts for which it has investment responsibilities; (b) will conform with all applicable rules and regulations of the SEC pertaining to its investment advisory activities; (c) will place orders pursuant to its investment determinations for each Fund either directly with the issuer or with any broker or dealer. In placing orders with brokers or dealers, the Sub-Adviser will attempt to obtain the best combination of prompt execution of orders in an effective manner and at the most favorable price consistent with its "best execution" obligation. Consistent with this obligation, when the execution and price offered by two or more brokers or dealers are comparable, the Sub-Adviser may, in its discretion, purchase and sell portfolio securities to and from brokers and dealers who provide the Sub-Adviser with research advice and other services (as those terms are defined in Section 28(e) of the Securities Act of 1934). In no instance will portfolio securities be purchased from or sold to the Adviser, the Sub-Adviser, Rydex Distributors, Inc. or any affiliated person of either the Trust, the Adviser, the Sub-Adviser or Rydex Distributors, Inc., except as may be permitted under the 1940 Act; F-2 (d) will report regularly to the Adviser and will make appropriate persons available for the purpose of reviewing at reasonable times with representatives of the Adviser and the Board of Trustees the management of each Fund, including, without limitation, review of the general investment strategy of each Fund, the performance of each Fund in relation to standard industry indices, interest rate considerations and general conditions affecting the marketplace and will provide various other reports from time to time as reasonably requested by the Adviser; (e) will maintain books and records required to be maintained by Rule 31a-3 under the 1940 Act with respect to the Trust's securities transactions and will furnish the Adviser and the Trust's Board of Trustees such periodic and special reports as the Board of Trustees or the Adviser may request; (f) will act upon instructions from the Adviser not inconsistent with the fiduciary duties hereunder; and (g) will treat confidentially and as proprietary information of the Trust all such records and other information relative to the Trust maintained by the Sub-Adviser, and will not use such records and information for any purpose other than performance of its responsibilities and duties hereunder, except after prior notification to and approval in writing by the Trust, which approval shall not be unreasonably withheld and may not be withheld where the Sub-Adviser may be exposed to civil or criminal contempt proceedings for failure to comply, when requested to divulge such information by duly constituted authorities, or when so requested by the Trust. 4. PROXY VOTING; CORPORATE ACTIONS. The Sub-Adviser shall execute and deliver, or cause its nominee to execute and deliver, all proxy votes, notices of meetings and other notices affecting or relating to the securities of each Fund during the term of this Sub-Advisory Agreement. The Sub- Adviser shall maintain and preserve written proxy voting procedures, and shall provide a copy of such voting procedures, along with a record of its actual proxy votes relating to the securities of each Fund, to the Adviser or the Trust upon request. The Adviser and Sub-Adviser understand that the Funds may pursue their investment objectives by investing in other investment companies that are not affiliated "underlying funds" and specific proxy rules are applicable under the 1940 Act to this type of relationship. In particular, the Sub-Adviser will vote all proxies received from the underlying funds in the same proportion that all shares of the underlying funds are voted, or in accordance with instructions received from Fund shareholders, pursuant to Section 12(d)(1)(F) of the 1940 Act. Beginning July 1, 2003, the Sub-Adviser shall maintain records regarding proxy voting on behalf of the Funds in order that the Funds may complete the annual Form N-PX filing. 5. BOOKS AND RECORDS. In compliance with the requirements of Rule 31a-3 under the 1940 Act, the Sub-Adviser hereby agrees that all records which it maintains for each Fund, on behalf of the Trust are the property of the Trust and further agrees to surrender promptly to the Trust any of such records upon the Trust's request. The Sub-Adviser further agrees to preserve for the periods prescribed by Rule 31a-2 under the 1940 Act the records required to be maintained by Rule 31 a-1 under the 1940 Act. F-3 6. EXPENSES. During the term of this Agreement, the Sub-Adviser will pay all expenses incurred by it in connection with its activities under this Sub-Advisory Agreement. 7. COMPENSATION. For the services to be provided by the Sub-Adviser pursuant to this Agreement, the Adviser will pay the Sub-Adviser, and the Sub-Adviser agrees to accept as full compensation therefor, a sub-advisory fee paid at the rate specified on Schedule A, which is attached hereto and made part of this Agreement. The fee will be calculated based on the average daily net asset value of the assets under the Sub-Adviser's management. This fee will be paid at least quarterly. Except as may otherwise be prohibited by law or regulation (including any then current SEC staff interpretation), the Sub-Adviser may, in its discretion and from time to time, waive a portion of its fee. The Sub-Adviser shall not be responsible for expenses and costs of a Fund's operations payable by a Fund or the Adviser. 8. SERVICES TO OTHERS. The Adviser understands, and has advised the Trust's Board of Trustees, that the Sub-Adviser now acts, and may in the future act, as an investment adviser and fiduciary to other managed accounts, and as investment adviser, sub-investment adviser, and/or administrator to other investment companies. The Adviser has no objection to the Sub-Adviser's acting in such capacities, provided that the Sub-Adviser furnishes adequate disclosure of such possible conflicts of interest and implements procedures designed to mitigate or eliminate such conflicts. For example, whenever a Fund and one or more other investment companies advised by the Sub-Adviser have available funds for investment, investments suitable and appropriate for each will be allocated in accordance with a formula believed by the Sub-Adviser to be equitable to each company. The Adviser recognizes, and has advised the Trust's Board of Trustees, that in some cases the Sub-Adviser's procedures may adversely affect the size of the position that each Fund may obtain in a particular security. In addition, the Adviser understands, and has advised the Trust's Board of Trustees, that the persons employed by the Sub-Adviser to assist in the Sub-Adviser's duties under this Sub-Advisory Agreement will not devote their full time to such service and nothing contained in this Sub-Advisory Agreement will be deemed to limit or restrict the right of the Sub-Adviser or any of its affiliates to engage in and devote time and attention to other businesses or to render services of whatever kind or nature. 9. STANDARD OF CARE. Each of the Adviser and Sub-Adviser shall discharge its duties under this Sub-Advisory Agreement with the care, skill, prudence and diligence under the circumstances then prevailing that a prudent person acting in a like capacity and familiar with such matters would use in the conduct of an enterprise of a like character and with like aims. The parties recognize that the opinions, recommendations and actions of the Sub-Adviser will be based on advice and information deemed to be reliable but not guaranteed by or to the Sub-Adviser. 10. INDEMNIFICATION. Each of the Adviser and Sub-Adviser agrees to indemnify each other against any claim, loss or liability (including reasonable attorney's fees) arising as a result of the failure to meet the standard of care set forth in the first sentence of Paragraph 9 hereof, Notwithstanding the generality of the foregoing, the Adviser and Sub-Adviser each further agrees to indemnify each other against any claim, loss or liability (including reasonable attorney's fees) arising or as a result of willful misfeasance, bad faith or gross negligence in the performance of its duties, or by reason of reckless disregard of its obligation and duties hereunder. The federal securities laws impose liabilities under certain circumstances on persons who act in good faith, and therefore nothing herein shall in any way F-4 constitute a waiver or limitation of any rights which each party may have against the other under any federal securities laws based on negligence and which cannot be modified in advance by contract. 11. DURATION AND TERMINATION. This Sub-Advisory Agreement will become effective as of the date hereof provided that it has been approved by vote of a majority of the outstanding voting securities of each Fund in accordance with the requirements under the 1940 Act, and, unless sooner terminated as provided herein, will continue in effect for two years. Thereafter, if not terminated, this Sub-Advisory Agreement will continue in effect for each Fund for successive periods of 12 months, each ending on the day preceding the anniversary of the Sub- Advisory Agreement's effective date of each year, provided that such continuation is specifically approved at least annually (a) by the vote of a majority of those members of the Trust's Board of Trustees who are not interested persons of the Trust, the Sub-Adviser, or the Adviser, cast in person at a meeting called for the purpose of voting on such approval, and (b) by the vote of a majority of the Trust's Board of Trustees or by the vote of a majority of all votes attributable to the outstanding shares of each Fund. Notwithstanding the foregoing, this Sub-Advisory Agreement may be terminated as to each Fund at any time, without the payment of any penalty, on sixty (60) days' written notice by the Adviser or by the Sub-Adviser. This Sub-Advisory Agreement will immediately terminate in the event of its assignment. (As used in this Sub-Advisory Agreement, the terms "majority of the outstanding voting securities," "interested persons" and "assignment" have the same meaning of such terms ascribed in the 1940 Act.) This Agreement will terminate automatically if the investment advisory agreement between the Trust and the Adviser is terminated. 12. AMENDMENT OF THIS AGREEMENT. No provision of this Sub-Advisory Agreement may be changed, waived, discharged or terminated orally, but only by an instrument in writing signed by the party against which enforcement of the change, waiver, discharge or termination is sought. 13. MULTIPLE ORIGINALS. This Sub-Advisory Agreement may be executed in two or more counterparts, each of which when so executed shall be deemed to be an original, but such counterparts shall together constitute but one and the same document. 14. CUSTODY. All securities and other assets of each Fund shall be maintained with a custodian designated by the Adviser. The Sub-Adviser shall have no responsibility or liability with respect to any custodial function. 15. MISCELLANEOUS. The captions in 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. If any provision of this Agreement is held or made invalid by a court decision, statute, rule or otherwise, the remainder of this Agreement will not be affected thereby. This Agreement will be binding upon and shall inure to the benefit of the parties hereto and will be governed by the internal laws of the state of Delaware. The Sub-Adviser shall notify the Adviser of any changes in its officers and directors within a reasonable time. 16. LIMITATION OF LIABILITY. The names "Rydex Variable Trust" and "Trustees of the Rydex Variable Trust" refer respectively to the Trust created by, and the Trustees, as trustees but not individually or personally, acting from time to time under, the Declaration of Trust, to which reference F-5 is hereby made and a copy of which is on file at the office of the Secretary of State of the State of Delaware and elsewhere as required by law, and to any and all amendments thereto so filed or hereafter filed. The obligations of the Trust entered in the name or on behalf thereof by any of the Trustees, representatives or agents are made not individually but only in such capacities and are not binding upon any of the Trustees, shareholders or representatives of the Trust personally, but bind only the assets of the Trust. Persons dealing with each Fund must look solely to the assets of the Trust belonging to each Fund for the enforcement of any claims against the Trust. IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed by their officers designated below as of the day and year first above written. SECURITY INVESTORS, LLC By: -------------------------------- Name: Richard M. Goldman Title: Chief Executive Officer CLS INVESTMENTS, LLC By: -------------------------------- Name: Title: F-6 SCHEDULE A TO THE INVESTMENT SUB-ADVISORY AGREEMENT DATED [ ], 2011 BETWEEN SECURITY INVESTORS, LLC AND CLS INVESTMENTS, LLC Pursuant to Section 7 of this Investment Sub-Advisory Agreement, the Adviser shall pay the Sub-Adviser compensation at an annual rate as follows: Amerigo Fund ................................................ 0.40% Clermont Fund ............................................... 0.40% Select Allocation Fund ...................................... 0.40%
Should either of the aforementioned Funds not average $10,000,000 in assets over a quarter, the Sub-Adviser will not receive compensation for assets in that Fund for that specific quarter. F-7 APPENDIX G INFORMATION REGARDING THE SUB-ADVISORY AGREEMENT WITH CLS INVESTMENTS, LLC AND FEES PAID TO THE SUB-ADVISER CLS Investments, LLC (the "Sub-Adviser") currently serves as sub-adviser to the Amerigo Fund, the Clermont Fund and the Select Allocation Fund, each a series of Rydex Variable Trust (collectively, the "CLS Funds"), pursuant to the investment sub-advisory agreement between Security Investors, LLC, the CLS Funds' investment adviser (the "Investment Adviser"), and the Sub-Adviser. The table below provides the following information: (i) the date of the Sub-Advisory Agreement; (ii) the date on which the CLS Funds' shareholders last approved the Funds' Sub-Advisory Agreement; (iii) the annual rate of sub-advisory fees paid by the Investment Adviser to the Sub-Adviser for the Sub-Adviser's sub-advisory services to the CLS Funds; and (iv) the aggregate amount of advisory fees paid by the Investment Adviser to the Sub-Adviser for the Sub-Adviser's sub-advisory services to the CLS Funds during the CLS Funds' fiscal year ended December 31, 2010.
DATE OF DATE OF LAST SUB-ADVISORY SUB-ADVISORY SHAREHOLDER SUB-ADVISORY FEES PAID TO FUND AGREEMENT APPROVAL FEES SUB-ADVISER ---------------------------------------------------------------------------------------------- Amerigo Fund 8/1/2010 5/21/2010 0.40% $1,069,290 Clermont Fund 8/1/2010 5/21/2010 0.40% $381,906 Select Allocation 8/1/2010 5/21/2010 0.40% $228,214 Fund
G-1 APPENDIX H DIRECTORS/TRUSTEES/MANAGERS AND OFFICERS OF CLS INVESTMENTS, LLC MANAGERS AND PRINCIPAL EXECUTIVE OFFICERS OF CLS INVESTMENTS, LLC. The business address of the managers and principal executive officers is 4020 South 147th Street, Omaha, Nebraska 68137.
POSITION HELD WITH CLS OTHER PRINCIPAL NAME INVESTMENTS, LLC OCCUPATION/POSITION ------------------------------------------------------------------------------------------------ W. Patrick Clarke Manager Manager, NorthStar Financial Services Group, LLC; Manager, Gemini Fund Services, LLC; Manager, Orion Advisor Services, LLC; Manager, Northern Lights Distributors, LLC; Manager, Forum Financial Consultants LLC; Manager, Gemcom, LLC; Manager, Northern Lights Compliance Services, LLC; Director, Constellation Trust Company; and President, AdvisorOne Funds Michael Miola Manager Manager, NorthStar Financial Services Group, LLC; Manager, Orion Advisor Services, LLC; Manager, Gemcom, LLC; Manager, Northern Lights Compliance Services, LLC; Director, Constellation Trust Company; Manager, Gemini Fund Services, LLC; and Chairman of the Board of Trustees, AdvisorOne Funds Todd P. Clarke President, Manager N/A
There are no Trustees/Officers of the CLS Funds who hold position(s) with CLS Investments, LLC. H-1 APPENDIX I ADVISORY FEE RATES OF FUNDS WITH SIMILAR INVESTMENT OBJECTIVES ADVISED OR SUB-ADVISED BY CLS INVESTMENTS, LLC The table below lists the names of other mutual funds advised or sub-advised by CLS Investments, LLC ("CLS") with similar investment objectives as the Amerigo Fund, Clermont Fund and Select Allocation Fund, each a series of Rydex Variable Trust (the "CLS Funds"), and information concerning the CLS Funds' and such other funds' net assets and the rate of compensation for CLS for its services to the CLS Funds and such other funds.
ANNUAL COMPENSATION TO CLS (AS A PERCENTAGE OF NAME OF FUND SUBJECT TO THIS PROXY STATEMENT AVERAGE DAILY NET ASSETS Name(s) of Other Fund(s) with Similar Objectives NET ASSETS) (IN MILLIONS) ------------------------------------------------------------------------------------- AMERIGO FUND, A SERIES OF RYDEX VARIABLE TRUST 0.40% $ 189.4 Amerigo Fund, a series of AdvisorOne Funds* 1.00% $ 576.5 CLERMONT FUND, A SERIES OF RYDEX VARIABLE TRUST 0.40% $ 83.6 Clermont Fund, a series of AdvisorOne Funds* 1.00% $ 256.4 SELECT ALLOCATION FUND, A SERIES OF RYDEX VARIABLE 0.40% $ 42.7 TRUST Select Allocation Fund (formerly known as 1.00% $ 240.8 Berolina Fund), a series of AdvisorOne Funds*
* CLS is the investment adviser to the fund. I-1 APPENDIX J FORM OF NEW SUB-ADVISORY AGREEMENT WITH DORSEY, WRIGHT & ASSOCIATES, INC. THIS AGREEMENT is made and entered into as of the close of business on the [ ] day of [ ], 2011 between Security Investors, LLC (the "Adviser"), a Kansas limited liability company, registered under the Investment Advisers Act of 1940, as amended (the "Investment Advisers Act"), and Dorsey Wright & Associates, Inc. (the "Subadviser"), a Virginia corporation registered under the Investment Advisers Act. W I T N E S S E T H: WHEREAS, Rydex Variable Trust, a Delaware statutory trust ("RVT" or the "Trust"), is registered with the Securities and Exchange Commission (the "Commission") as an open-end management investment company under the Investment Company Act of 1940, as amended (the ~~“Act”~~"Investment Company Act")~~. The~~; WHEREAS, RVT is authorized to issue shares of (a) the DWA Flexible Allocation Fund ~~began operations on March 27, 2008. The Plan is intended~~and (b) the DWA Sector Rotation Fund, each a separate series of RVT (referred to ~~accomplish~~herein individually as the ~~complete liquidation~~"Fund" and ~~dissolution~~together the "Funds"); WHEREAS, RVT has, pursuant to an Advisory Agreement with the Adviser (the "Advisory Agreement"), retained the Adviser to act as investment adviser for and to manage the Funds' assets; WHEREAS, the Advisory Agreement permits the Adviser to delegate certain of its duties under the Advisory Agreement to other investment advisers, subject to the requirements of the ~~Fund in conformity~~Investment Company Act; and WHEREAS, the Adviser, with the ~~laws~~approval of the ~~State~~Trust, desires to retain the Subadviser to act as investment adviser for and to manage the Funds' Investments (as defined below) and the Subadviser desires to render such services. NOW, THEREFORE, the Adviser and Subadviser do mutually agree and promise as follows: 1. Appointment as Subadviser. The Adviser hereby retains the Subadviser to act as investment adviser for and to manage certain assets of ~~Delaware,~~ the Funds subject to the supervision of the Adviser and the Board of Trustees of the Trust and to the terms of this Agreement, and consistent with its fiduciary duties to each Fund; and the Subadviser hereby accepts such employment. In such capacity, the Subadviser shall be responsible for the Funds' Investments (defined below). 2. Duties of Subadviser. --------------------- (a) INVESTMENTS. The Subadviser is hereby authorized and directed and hereby agrees, subject to the stated investment policies and restrictions of the Funds as set forth in each Fund's current prospectus and statement of additional information as currently in effect and as supplemented or amended from time to time (collectively referred to hereinafter as the J-1 "Prospectus") and subject to the directions of the Adviser and the Trust's Board to purchase, hold and sell investments for the account of the Funds (hereinafter "Investments") and to monitor on a continuous basis the performance of such Investments. The Subadviser in managing the Funds shall give the Trust the benefit of its best efforts in rendering its services as Subadviser. The Adviser agrees to provide the Subadviser with such assistance as may be reasonably requested by the Subadviser in connection with the Subadviser's activities under this Agreement, including, without limitation, providing information concerning each Fund, its funds available, or to become available, for investment and generally as to the conditions of the Fund's or the Trust's affairs. The Subadviser acknowledges that the Trust may engage in certain transactions in reliance on exemptions under Rule 10f-3, Rule 12d3-1, Rule 17a-10 and Rule 17e-1 under the Investment Company Act. Accordingly, the Subadviser hereby agrees that it will not consult with any other subadviser of the Trust, or an affiliated person of such other subadviser, concerning transactions for the Trust in securities or other fund assets. The Subadviser shall be limited to providing investment advice with respect to only the Funds, and shall not consult with any other subadviser as to any other portion of the Trust's portfolio concerning transactions for the Trust in securities or other assets. (b) Brokerage. The Subadviser is authorized, subject to the supervision of the Adviser and the Trust's Board, to establish and maintain accounts on behalf of each Fund. In addition, the Subadviser is authorized, again subject to the supervision of the Adviser and the Trust's Board, to place orders for the purchase and sale of each Fund's Investments with or through such persons, brokers or dealers as Subadviser may select and also to negotiate commissions to be paid on such transactions. The Subadviser agrees that in placing such orders it shall attempt to obtain best execution, provided that, the Subadviser may, on behalf of each Fund, pay brokerage commissions to a broker which provides brokerage and research services to the Subadviser in excess of the amount another broker would have charged for effecting the transaction, provided (i) the Subadviser determines in good faith that the amount is reasonable in relation to the value of the brokerage and research services provided by the executing broker in terms of the particular transaction or in terms of the Subadviser's overall responsibilities with respect to each Fund and the accounts as to which the Subadviser exercises investment discretion, (ii) such payment is made in compliance with Section 28(e) of the Securities Exchange Act of 1934, as amended, and any other applicable laws and regulations, and (iii) in the opinion of the Subadviser, the total commissions paid by each Fund will be reasonable in relation to the benefits to the Fund over the long term. It is recognized that the services provided by such brokers may be useful to the Subadviser in connection with the Subadviser's services to other clients. On occasions when the Subadviser deems the purchase or sale of a security to be in the best interests of the Funds as well as other clients of the Subadviser, the Subadviser, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be sold or purchased in order to obtain the most favorable price or lower brokerage commissions and efficient execution. In such event, allocation of securities so sold or purchased, as well as the expenses incurred in the transaction, will be made by the Subadviser in the manner the Subadviser considers to be the most equitable and consistent with its fiduciary obligations to the Funds and to such other clients. The Subadviser will report on such allocations at the request of the Adviser, the Trust or the Trust's Board, providing such J-2 information as the number of aggregated trades to which the Funds were a party, the broker(s) to whom such trades were directed, and the basis of the allocation for the aggregated trades. (c) Securities Transactions. The Subadviser and any affiliated person of the Subadviser will not purchase securities or other instruments from or sell securities or other instruments to the Funds ("Principal Transactions"); provided, however, the Subadviser may enter into a Principal Transaction with the Funds if (i) the transaction is permissible under applicable laws and regulations, including, without limitation, the Investment Company Act and the Investment Advisers Act and the rules and regulations promulgated thereunder, and (ii) the transaction receives the express written approval of the Adviser. The Subadviser agrees to adopt and comply with a Code of Ethics that complies with Rule 17j-1 under the Investment Company Act, as the same may be amended from time to time. The Subadviser agrees to provide the Adviser and the Trust with a copy of such Code of Ethics. (d) Books and Records. The Subadviser will maintain all books and records required to be maintained pursuant to the Investment Company Act and the rules and regulations promulgated thereunder with respect to transactions made by it on behalf of the Funds including, without limitation, the books and records listed in Exhibit A, and shall timely furnish to the Adviser all information relating to the Subadviser's services hereunder requested by the Adviser to keep such other books and records of the Funds required by Rule 31a-1 under the Investment Company Act. The Subadviser will also preserve all such books and records for the periods prescribed in Rule 31a-2 under the Investment Company Act (generally 6 years, the first 2 in an easily accessible place), and agrees that such books and records shall remain the sole property of the Trust and shall be immediately surrendered to the Trust upon request. The Subadviser further agrees that all books and records maintained hereunder shall be made available to the Trust or the Adviser at any time upon reasonable request, including telecopy, during any business day. (e) Information Concerning Investments and Subadviser. From time to time as the Adviser or the Trust may request, the Subadviser will furnish the requesting party reports on portfolio transactions and reports on Investments held in the portfolio, all in such detail as the Adviser or the Trust may reasonably request. The Subadviser will make available its officers and employees to meet with the Trust's Board of Trustees at the Trust's principal place of business on due notice to review the Investments of the Funds. The Subadviser will also provide such information or perform such additional acts as are customarily performed by a subadviser and may be required for the Trust or the Adviser to comply with their respective obligations under applicable laws, including, without limitation, the Internal Revenue Code of 1986, as amended (the ~~“Code”~~"Code"), the Investment Company Act, the Investment Advisers Act, the Securities Act of 1933, as amended (the "Securities Act") and any state securities laws, and any rule or regulation thereunder. During the ~~Trust’s Declaration~~term of ~~Trust~~this Agreement, the Adviser agrees to furnish the Subadviser at its principal office all registration statements, proxy statements, reports to stockholders, sales J-3 literature or other materials prepared for distribution to stockholders of the Funds, or the public that refer to the Subadviser for Subadviser's review and ~~Amended and Restated Bylaws (“Organizational Documents”). All references in this Plan to action taken by a Fund~~approval. The Subadviser shall be deemed to have approved all such materials unless the Subadviser reasonably objects by giving notice to the Adviser in writing within five (5) business days (or such other period as may be mutually agreed) after receipt thereof. The Subadviser's right to object to such materials is limited to the portions of such materials that expressly relate to the Subadviser, its services and its clients. The Adviser agrees to use its best efforts to ensure that materials prepared by its employees or agents or its affiliates that refer to ~~action taken~~the Subadviser or its clients in any way are consistent with those materials previously approved by the Subadviser as referenced in this paragraph. Sales literature may be furnished to the Subadviser by first class or overnight mail, facsimile transmission equipment, hand delivery or in electronic format. (f) Custody Arrangements. The Subadviser shall provide the Funds' custodian, on each business day with information relating to all transactions concerning the Funds' assets. (g) Compliance with Applicable Laws and Governing Documents. In all matters relating to the performance of this Agreement, the Subadviser and its directors, officers, partners, employees and interested persons shall act in conformity with the Trust Agreement and Declaration of Trust, By-Laws, currently effective registration statement, and the terms and conditions of exemptive and no-action relief granted to the Trust as amended from time to time, and with the written instructions and directions of the Trust's Board and the Adviser, after receipt of such documents from the Trust, and shall comply with the requirements of the Investment Company Act, the Investment Advisers Act, the rules thereunder, and all other applicable federal and state laws and regulations. Without limiting the preceding sentence, the Adviser promptly shall notify the Subadviser as to any act or omission of the Subadviser hereunder that the Adviser reasonably deems to constitute or to be the basis of any noncompliance or nonconformance with any of the Trust's Agreement and Declaration of Trust, By-Laws, currently effective registration statement, the instructions and directions received in writing from the Adviser or the Trustees of the Trust, the Investment Company Act, the Code, and all other applicable federal and state laws and regulations. Notwithstanding the foregoing, the Adviser shall remain responsible for ensuring the Funds' and the Trust's overall compliance with the Investment Company Act, the Code and all other applicable federal and state laws and regulations and the Subadviser is only obligated to comply with this subsection (g) with respect to the assets of each Fund. The Adviser will provide the Subadviser with reasonable advance notice of any change in the Funds' investment objectives, policies and restrictions as stated in its currently effective registration statement, and the Subadviser shall, in the performance of their duties and obligations under this Agreement, manage the Funds' Investments consistent with such changes, provided that the Subadviser has received prompt notice of the effectiveness of such changes from the Trust or the Adviser. In addition to such notice, the Adviser shall provide to the Subadviser a copy of a modified Prospectus and SAI reflecting such changes. The Adviser shall be responsible for ensuring that the Funds comply with all applicable statutes and regulations necessary to qualify each Fund as a Regulated Investment Company under Subchapter M of the Code (or any successor provision) and the diversification provisions of Section 817(h) of the Code (or any successor provision) and the regulations issued thereunder relating to the diversification requirements for variable insurance contracts and any prospective J-4 amendments or other modifications to Section 817 or regulations thereunder. In connection with such compliance tests, the Adviser shall inform the Subadviser prior to a calendar quarter end if the Subadviser Assets are out of compliance with the diversification requirements under Subchapter M. If the Adviser notifies the Subadviser that the Subadviser Assets are not in compliance with such requirements noted above, the Subadviser will take prompt action to bring the Subadviser Assets back into compliance within the time permitted under the Code thereunder or to adequately diversify each Fund so as to achieve compliance within the grace period afforded by Regulation 1.817-5. Subadviser further agrees that the Adviser and its affiliates shall be exclusively responsible for the marketing and distribution of shares of the Funds in the United States. (h) Information Concerning the Funds. The Adviser or the Trust has furnished the Subadviser with copies of each of the following documents and will furnish the Subadviser at its principal office all future amendments and supplements to such documents, if any, as soon as practicable after such documents become available: (i) the Trust Agreement and Declaration of Trust, (ii) the By-Laws of RVT, (iii) the Funds' registration statement under the Investment Company Act and the Securities Act as filed with the Commission, and (iv) any written instructions of the Funds' Board and the Adviser. (i) Voting of Proxies. The Subadviser shall direct the custodian as to how to vote such proxies as may be necessary or advisable in connection with any matters submitted to a vote of shareholders of securities held by the Funds. The Subadviser shall provide to the Adviser its applicable proxy voting policies and procedures for inclusion in the Funds' Statement of Additional Information. (j) Informational Material. The Subadviser shall provide the Adviser for its review prior to their use, copies of all informational materials prepared by or on behalf of the ~~Fund.~~

~~WHEREAS~~Subadviser, mentioning either Fund, including but not limited to, advertisements, brochures, and promotional and any other similar materials (the "Informational Materials"), ~~Security Investors, LLC (the “Advisor”~~and that such Informational Materials shall conform with, and be disseminated in accordance with, applicable laws. 3. Independent Contractor. In the performance of its duties hereunder, the Subadviser is and shall be an independent contractor and unless otherwise expressly provided herein or otherwise authorized in writing, shall have no authority to act for or represent the Trust or the Adviser in any way or otherwise be deemed an agent of the Trust or the Adviser. 4. Compensation. The Adviser shall pay to the Subadviser, for the services rendered hereunder, the fees set forth in Exhibit B attached hereto. 5. Expenses. The Subadviser shall bear all expenses incurred by it in connection with its services under this Agreement. The Subadviser shall not be responsible for the Trust's, the Funds' or Adviser's expenses. J-5 6. Delegation. The Subadviser shall not assign or delegate any of its duties under this Agreement without the approval of the Adviser and the Trust's Board. 7. Non-Exclusivity. The services of the Subadviser to the Trust in managing the Funds are not deemed to be exclusive, and the Subadviser and its officers shall be free to render investment advisory and administrative or other services to others (including other investment companies) and to engage in other activities so long as its duties hereunder are not impaired thereby. 8. Representations and Warranties of Subadviser. The Subadviser represents and warrants to the Adviser and the Trust as follows: (a) The Subadviser is registered as an investment adviser under the Investment Advisers Act; (b) The Subadviser will immediately notify the Adviser of the occurrence of any event that would disqualify the Subadviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the Investment Company Act; (c) The Subadviser is fully authorized under all applicable law to serve as Subadviser to the Trust and to perform the services described under this Agreement; (d) The Subadviser is a corporation duly organized and validly existing under the laws of the Commonwealth of Virginia with the power to own and possess its assets and carry on its business as it is now being conducted; (e) The execution, delivery and performance by the Subadviser of this Agreement are within the Subadviser's powers and have been duly authorized by all necessary action on the part of its shareholders, and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part of the Subadviser for the execution, delivery and performance by the Subadviser of this Agreement, and the execution, delivery and performance by the Subadviser of this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or regulation, (ii) the Subadviser's governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the Subadviser; (f) This Agreement is a valid and binding agreement of the Subadviser; (g) The Form ADV of the Subadviser previously provided to the Adviser is a true and complete copy of the form filed with the Commission and the information contained therein is accurate and complete in all material respects and does not omit to state any material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading; (h) The Subadviser, in accordance with Rule 206(4)9-7 under the Investment Advisers Act, has adopted and will maintain compliance policies and procedures reasonably designed to prevent violation by the Subadviser and its supervised persons (as such term is J-6 defined by the Investment Advisers Act) of the Investment Advisers Act and the rules thereunder, has provided the Adviser with a copy of such compliance policies and procedures (and will provide them with any amendments thereto), and, to the extent the Subadviser's activities and services could affect the Funds, policies and procedures reasonably designed to prevent violation of the federal securities laws (as such terms is defined in Rule 38a-1 under the Investment Company Act) by the Funds and the Subadviser. The Subadviser understands that RVT's Board of Trustees is required to approve the Subadviser's compliance policies and procedures and acknowledges that this Agreement is conditioned upon such Board approval; (i) The Subadviser shall not divert any Fund portfolio securities transactions to a broker or dealer in consideration of such broker or dealer's promotion or sales of shares of the Funds, any other series of RVT, or any other registered investment company; and (j) The Subadviser agrees to maintain an appropriate level of errors and omissions or professional liability insurance coverage. 9. Representations and Warranties of Adviser. The Adviser represents and warrants to the Subadviser as follows: (a) The Adviser is registered as an investment adviser under the Investment Advisers Act; (b) The Adviser is a limited liability company duly organized and validly existing under the laws of the State of Kansas with the power to own and possess its assets and carry on its business as it is now being conducted; (c) The execution, delivery and performance by the Adviser of this Agreement are within the Adviser's powers and have been duly authorized by all necessary action on the part of its members, and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part of the Adviser for the execution, delivery and performance by the Adviser of this Agreement, and the execution, delivery and performance by the Adviser of this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or regulation, (ii) the Adviser's governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the Adviser; (d) This Agreement is a valid and binding agreement of the Adviser; (e) The Form ADV of the Adviser previously provided to the Subadviser is a true and complete copy of the form filed with the Commission and the information contained therein is accurate and complete in all material respects and does not omit any material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading; and (f) The Adviser acknowledges that it received a copy of the Subadviser's Form ADV at least 48 hours prior to the execution of this Agreement. J-7 10. Survival of Representations and Warranties; Duty to Update Information. All representations and warranties made by the Subadviser and the Adviser pursuant to Sections 8 and 9 hereof shall survive for the duration of this Agreement and the parties hereto shall promptly notify each other in writing upon becoming aware that any of the foregoing representations and warranties are no longer true. 11. Liability and Indemnification. ------------------------------ (a) Except as may otherwise be provided by the Investment Company Act or any other federal securities law, neither the Subadviser nor any of its officers, members or employees (its "AFFILIATES") shall be liable for any losses, claims, damages, liabilities or litigation (including legal and other expenses) incurred or suffered by the Adviser or the Trust as a result of any error of judgment or mistake of law by the Subadviser or its Affiliates with respect to each Fund, except that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Subadviser or its Affiliates for, and the Subadviser shall indemnify and hold harmless the Trust, the Adviser, all affiliated persons thereof (within the meaning of Section 2(a)(3) of the Investment Company Act) and all controlling persons (as described in Section 15 of the Securities Act) (collectively, "Adviser Indemnitees") against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Adviser Indemnitees may become subject under the Securities Act, the Investment Company Act, the Investment Advisers Act, or under any other statute, or common law or otherwise arising out of or based on (i) any willful misconduct, bad faith, reckless disregard or gross negligence of the Subadviser in the performance of any of its duties or obligations hereunder or (ii) any untrue statement of a material fact contained in the Prospectus, proxy materials, reports, advertisements, sales literature, or other materials pertaining to each Fund or the omission to state therein a material fact known to the Subadviser which was 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 to the Adviser or the Trust by the Subadviser Indemnitees (as defined below) for use therein. Unless otherwise obligated under applicable law, neither the Subadviser nor its Affiliates will be liable for consequential or indirect damages even if the Subadviser has ~~recommended~~been advised of the possibility or likelihood of the occurrence of such damages. (b) Except as may otherwise be provided by the Investment Company Act or any other federal securities law, the Adviser and its Affiliates shall not be liable for any losses, claims, damages, liabilities or litigation (including legal and other expenses) incurred or suffered by the Subadviser as a result of any error of judgment or mistake of law by the Adviser with respect to each Fund, except that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Adviser for, and the Adviser shall indemnify and hold harmless the Subadviser, all affiliated persons thereof (within the meaning of Section 2(a)(3) of the Investment Company Act) and all controlling persons (as described in Section 15 of the 1933 Act) (collectively, "Subadviser Indemnitees") against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Subadviser Indemnitees may become subject under the Securities Act, the Investment Company Act, the Investment Advisers Act, or under any other statute, at common law or otherwise arising out of or based on (i) any willful misconduct, bad faith, reckless disregard or gross negligence of the Adviser in the performance of any of its duties or obligations J-8 hereunder or (ii) any untrue statement of a material fact contained in the Prospectus, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Fund(s) or the omission to state therein a material fact known to the Adviser that was required to be stated therein or necessary to make the statements therein not misleading, unless such statement or omission was made in reliance upon information furnished to the Adviser or the Trust by the Subadviser Indemnitees for use therein. Unless otherwise obligated under applicable law, neither the Adviser nor its Affiliates will be liable for consequential or indirect damages even if the Adviser has been advised of the possibility or likelihood of the occurrence of such damages. 12. Duration and Termination. ------------------------- (a) Duration. This Agreement shall become effective upon the date first above written, provided that this Agreement shall not take effect with respect to each of the Funds unless it has first been approved (i) by a vote of a majority of those directors of the Funds who are not parties to this Agreement or interested persons of any such party, cast in person at a meeting called for the purpose of voting on such approval, and (ii) to the extent required by applicable law, by vote of a majority of the Funds' outstanding voting securities. This Agreement shall continue in effect for a period of two years from the date hereof, subject thereafter to being continued in force and effect from year to year with respect to each Fund if specifically approved each year by either (i) the Board of Trustees of the ~~Trust (the “Board”) that the Fund be terminated, liquidated and dissolved; and~~

~~11.Restriction on Transfer and Redemption~~Investment Advisers Act of ~~Shares. The proportionate interests~~1940, to the extent such records are necessary or appropriate to record such person's transactions with such registered investment company. J-14 EXHIBIT B SUBADVISORY FEE For all services rendered by the Subadviser hereunder, Adviser shall pay to Subadviser an annual fee (the "Subadvisory Fee"), as follows: An annual rate of ~~shareholders in~~.25% of the average daily net assets of the ~~Fund~~DWA Flexible Allocation Fund. An annual rate of .25% of the average daily net assets of the DWA Sector Rotation Fund. For purposes of calculating the compensation to be paid hereunder, each Fund's assets shall be ~~fixed~~computed in the same manner at the end of the business day as the value of such net assets is computed in connection with the determination of the net asset value of such Fund's shares as described in the then current prospectus for that Fund. The Subadvisory Fee shall be accrued for each calendar day the Subadviser renders subadvisory services hereunder and the sum of the daily fee accruals shall be paid monthly to the Subadviser as soon as practicable following the last day of each month, by wire transfer if so requested by the Subadviser, but no later than ten (10) calendar days thereafter. If this Agreement shall be effective for only a portion of a year, then the Subadviser's fee for said year shall be prorated for such portion. J-15 APPENDIX K INFORMATION REGARDING THE SUB-ADVISORY AGREEMENT WITH DORSEY, WRIGHT & ASSOCIATES, INC. AND FEES PAID TO THE SUB-ADVISER Dorsey, Wright & Associates, Inc. (the "Sub-Adviser") currently serves as sub-adviser to the DWA Flexible Allocation Fund and the DWA Sector Rotation Fund, each a series of Rydex Variable Trust (collectively, the "DWA Funds"), pursuant to the investment sub-advisory agreement between Security Investors, LLC, the DWA Funds' investment adviser (the "Investment Adviser"), and the Sub- Adviser. The table below provides the following information: (i) the date of the Sub-Advisory Agreement; (ii) the date on which the DWA Funds' shareholders last approved the DWA Funds' Sub-Advisory Agreement; (iii) the annual rate of sub-advisory fees paid by the Investment Adviser to the Sub-Adviser for the Sub-Adviser's sub-advisory services to the DWA Funds; and (iv) the aggregate amount of advisory fees paid by the Investment Adviser to the Sub-Adviser for the Sub-Adviser's sub-advisory services to the DWA Funds during the DWA Funds' fiscal year ended December 31, 2010.
DATE OF DATE OF LAST SUB-ADVISORY SUB-ADVISORY SHAREHOLDER SUB-ADVISORY FEES PAID TO FUND AGREEMENT APPROVAL FEES SUB-ADVISER ---------------------------------------------------------------------------------------------------------- DWA Flexible Allocation Fund 4/26/2010 2/11/11 0.25% $27,284 DWA Sector Rotation Fund 4/26/2010 2/11/11 0.25% $49,279
K-1 APPENDIX L DIRECTORS/TRUSTEES/MANAGERS AND OFFICERS OF DORSEY WRIGHT & ASSOCIATES, INC. MANAGERS AND PRINCIPAL EXECUTIVE OFFICERS OF DORSEY, WRIGHT & ASSOCIATES, INC. The business address of the managers and principal executive officers is 9210 Forest Hill Avenue, Suite 100, Richmond, VA 23235.
POSITION HELD WITH DORSEY, OTHER PRINCIPAL NAME WRIGHT & ASSOCIATES, INC. OCCUPATION/POSITION ------------------------------------------------------------------------------- Thomas J. Dorsey Director President Watson H. Wright Director Secretary - Treasurer Tammy F. DeRosier Director Executive Vice President Susan L. Morrison Senior Vice President None James C. Ball Senior Vice President None Michael J. Moody Senior Vice President None Harold B. Parker, Jr. Senior Vice President None John G. Lewis Vice President None Steven T. Raymond Vice President None Paul L. Keeton Vice President None Jay M. Gragnani Vice President None
There are no Trustees/Officers of the DWA Funds who hold position(s) with Dorsey, Wright & Associates, Inc. L-1 APPENDIX M ADVISORY FEE RATES OF FUNDS WITH SIMILAR INVESTMENT OBJECTIVES ADVISED OR SUB-ADVISED BY DORSEY WRIGHT & ASSOCIATES, INC. There are no other mutual funds advised or sub-advised by Dorsey, Wright & Associates, Inc. with similar investment objectives as the DWA Flexible Allocation Fund and DWA Sector Rotation Fund. M-1 APPENDIX N OUTSTANDING SHARES As of the Record Date, the total number of shares outstanding for each Fund is set forth in the table below: RYDEX VARIABLE TRUST
FUND SHARES OUTSTANDING ------------------------------------------------------------------------------------------ All-Asset Aggressive Strategy 285523.41 All-Asset Conservative Strategy 471680.97 All-Asset Moderate Strategy 767944.58 Alternative Strategies Allocation 332450.77 Amerigo 4718270.64 Banking 165968.80 Basic Materials 554509.53 Biotechnology 383924.99 Clermont 3255209.59 Commodities Strategy 1108871.20 Consumer Products 411395.42 Dow 2x Strategy 156660.79 DWA Flexible Allocation Fund 908296.96 DWA Sector Rotation Fund 1239133.61 Electronics 414343.82 Energy 984416.82 Energy Services 950965.13 Europe 1.25x Strategy 419940.44 Financial Services 312788552.43 Government Long Bond 1.2x Strategy 3640154.18 Health Care 595539.10 Internet 312469.27 Inverse Dow 2x Strategy 773727.89 Inverse Government Long Bond Strategy 862808.38 Inverse Mid-Cap Strategy 91667.77 Inverse NASDAQ-100(R) Strategy 834092.15 Inverse Russell 2000(R) Strategy 442445.40 Inverse S&P 500 Strategy 1035397.34 Japan 2x Strategy 141819.54 Leisure 93721.73 Managed Futures Strategy 708937.42 Mid-Cap 1.5x Strategy 358637.54 Multi-Hedge Strategies 820330.57 NASDAQ-100(R) 1898772.33 NASDAQ-100(R) 2x Strategy 873066.21 Nova 287204.57 Precious Metals 4721139.73 Real Estate 644293.93 Retailing 585075.72 Russell 2000(R) 1.5x Strategy 188364.86 Russell 2000(R) 2x Strategy 35379.93 S&P 500 2x Strategy 93812.66 S&P 500 Pure Growth 1185237.16 S&P 500 Pure Value 369459.82
N-1
FUND SHARES OUTSTANDING ------------------------------------------------------------------------------------------ S&P MidCap 400 Pure Growth 728862.00 S&P MidCap 400 Pure Value 151374.80 S&P SmallCap 600 Pure Growth 403441.44 S&P SmallCap 600 Pure Value 73918.36 Select Allocation 1583317.37 Strengthening Dollar 2x Strategy 1467477.68 Technology 771678.36 Telecommunications 360071.40 Transportation 330800.99 U.S. Government Money Market 351959.04 U.S. Long Short Momentum 3487850.71 Utilities 1208246.73 Weakening Dollar 2x Strategy 99104.82
N-2 APPENDIX O BENEFICIAL OWNERS OF MORE THAN 5% OF A CLASS OF EACH FUND As of the Record Date, the following persons owned, of record and beneficially (unless otherwise indicated), 5% or more* of a class of each Fund's outstanding securities:
PERCENTAGE AMOUNT OF OF THE NAME OF THE FUND SHARES OWNED CLASS NAME AND ADDRESS OF THE BENEFICIAL OWNER --------------------------------------------------------------------------------------------------------------------------- All-Asset Aggressive Strategy Fund 125,185.11 43.84% NATIONWIDE INSURANCE COMPANY NWVA4 , C/O IPO PORTFOLIO ACCOUNTING P.O. BOX 182029 COLUMBUS, OH 43218-2029 All-Asset Aggressive Strategy Fund 118,806.23 41.61% SECURITY BENEFIT LIFE INSURANCE CO SBL VARIABLE ANNUITY ACCOUNT XIV ONE SECURITY BENEFIT PLACE TOPEKA, KS 66636-0001 All-Asset Aggressive Strategy Fund 33,701.41 11.80% FSBL VARIABLE ACCOUNT A ATTN: DENISE MACHELL - FINANCE ONE SECURITY BENEFIT PLACE TOPEKA, KS 66636-0001 All-Asset Conservative Strategy Fund 328,363.74 69.61% SECURITY BENEFIT LIFE INSURANCE CO SBL VARIABLE ANNUITY ACCOUNT XIV ONE SECURITY BENEFIT PLACE TOPEKA, KS 66636-0002 All-Asset Conservative Strategy Fund 100,129.79 21.23% NATIONWIDE INSURANCE COMPANY NWVA4 , C/O IPO PORTFOLIO ACCOUNTING P.O. BOX 182029 COLUMBUS, OH 43218-2030 All-Asset Conservative Strategy Fund 23,937.52 5.07% JEFFERSON NATIONAL LIFE INSURANCE COMPANY ATTN: SEPERATE ACCOUNT 9920 CORPORATE CAMPUS, SUITE 1000 LOUISVILLE, IN 40223 All-Asset Moderate Strategy Fund 517,366.82 67.37% SECURITY BENEFIT LIFE INSURANCE CO SBL VARIABLE ANNUITY ACCOUNT XIV ONE SECURITY BENEFIT PLACE TOPEKA, KS 66636-0003 All-Asset Moderate Strategy Fund 188,730.79 24.58% NATIONWIDE INSURANCE COMPANY NWVA4 , C/O IPO PORTFOLIO ACCOUNTING P.O. BOX 182029 COLUMBUS, OH 43218-2031 All-Asset Moderate Strategy Fund 38,613.23 5.03% JEFFERSON NATIONAL LIFE INSURANCE COMPANY ATTN: SEPERATE ACCOUNT 9920 CORPORATE CAMPUS, SUITE 1000 LOUISVILLE, IN 40224 Alternative Strategies Allocation Fund 181,873.39 54.71% NATIONWIDE INSURANCE COMPANY NWVA4 , C/O IPO PORTFOLIO ACCOUNTING P.O. BOX 182029 COLUMBUS, OH 43218-2032 Alternative Strategies Allocation Fund 69,432.86 20.89% SECURITY BENEFIT LIFE INSURANCE CO SBL VARIABLE ANNUITY ACCOUNT XIV ONE SECURITY BENEFIT PLACE TOPEKA, KS 66636-0004 Alternative Strategies Allocation Fund 34,512.50 10.38% NATIONAL INTEGRITY LIFE INSURANCE CO 400 BROADWAY STREET CINCINNATI, OH 45202-3341 Alternative Strategies Allocation Fund 31,433.66 9.46% INTEGRITY LIFE INSURANCE CO 400 BROADWAY STREET MAIL STATION #24 VA ACCOUNTING CINCINNATI, OH 45202-3341 Amerigo Fund 3,946,212.28 83.63% SECURITY BENEFIT LIFE INSURANCE CO SBL VARIABLE ANNUITY ACCOUNT XIV ONE SECURITY BENEFIT PLACE TOPEKA, KS 66636-0005
O-1
PERCENTAGE AMOUNT OF OF THE NAME OF THE FUND SHARES OWNED CLASS NAME AND ADDRESS OF THE BENEFICIAL OWNER --------------------------------------------------------------------------------------------------------------------------- Amerigo Fund 389,376.08 8.25% NATIONWIDE INSURANCE COMPANY NWVA4 , C/O IPO PORTFOLIO ACCOUNTING P.O. BOX 182029 COLUMBUS, OH 43218-2033 Banking Fund 83,980.23 50.60% SECURITY BENEFIT LIFE INSURANCE CO SBL VARIABLE ANNUITY ACCOUNT XIV ONE SECURITY BENEFIT PLACE TOPEKA, KS 66636-0006 Banking Fund 60,134.06 36.23% NATIONWIDE INSURANCE COMPANY NWVA4 , C/O IPO PORTFOLIO ACCOUNTING P.O. BOX 182029 COLUMBUS, OH 43218-2034 Banking Fund 21,339.01 12.86% JEFFERSON NATIONAL LIFE INSURANCE COMPANY ATTN: SEPERATE ACCOUNT 9920 CORPORATE CAMPUS, SUITE 1000 LOUISVILLE, IN 40225 Basic Materials Fund 254,006.83 45.81% SECURITY BENEFIT LIFE INSURANCE CO SBL VARIABLE ANNUITY ACCOUNT XIV ONE SECURITY BENEFIT PLACE TOPEKA, KS 66636-0007 Basic Materials Fund 234,571.11 42.30% NATIONWIDE INSURANCE COMPANY NWVA4 , C/O IPO PORTFOLIO ACCOUNTING P.O. BOX 182029 COLUMBUS, OH 43218-2035 Basic Materials Fund 60,909.05 10.98% JEFFERSON NATIONAL LIFE INSURANCE COMPANY ATTN: SEPERATE ACCOUNT 9920 CORPORATE CAMPUS, SUITE 1000 LOUISVILLE, IN 40226 Biotechnology Fund 210,157.65 54.74% NATIONWIDE INSURANCE COMPANY NWVA4 , C/O IPO PORTFOLIO ACCOUNTING P.O. BOX 182029 COLUMBUS, OH 43218-2036 Biotechnology Fund 102,693.05 26.75% SECURITY BENEFIT LIFE INSURANCE CO SBL VARIABLE ANNUITY ACCOUNT XIV ONE SECURITY BENEFIT PLACE TOPEKA, KS 66636-0008 Biotechnology Fund 64,537.34 16.81% JEFFERSON NATIONAL LIFE INSURANCE COMPANY ATTN: SEPERATE ACCOUNT 9920 CORPORATE CAMPUS, SUITE 1000 LOUISVILLE, IN 40227 Clermont Fund 2,600,976.34 79.90% SECURITY BENEFIT LIFE INSURANCE CO SBL VARIABLE ANNUITY ACCOUNT XIV ONE SECURITY BENEFIT PLACE TOPEKA, KS 66636-0009 Clermont Fund 391,877.27 12.04% NATIONWIDE INSURANCE COMPANY NWVA4 , C/O IPO PORTFOLIO ACCOUNTING P.O. BOX 182029 COLUMBUS, OH 43218-2037 Commodities Strategy Fund 581,149.94 52.41% NATIONWIDE INSURANCE COMPANY NWVA4 , C/O IPO PORTFOLIO ACCOUNTING P.O. BOX 182029 COLUMBUS, OH 43218-2038 Commodities Strategy Fund 421,126.66 37.98% SECURITY BENEFIT LIFE INSURANCE CO SBL VARIABLE ANNUITY ACCOUNT XIV ONE SECURITY BENEFIT PLACE TOPEKA, KS 66636-0010 Consumer Products Fund 215,006.25 52.26% NATIONWIDE INSURANCE COMPANY NWVA4 , C/O IPO PORTFOLIO ACCOUNTING P.O. BOX 182029 COLUMBUS, OH 43218-2039 Consumer Products Fund 130,573.15 31.74% SECURITY BENEFIT LIFE INSURANCE CO SBL VARIABLE ANNUITY ACCOUNT XIV ONE SECURITY BENEFIT PLACE TOPEKA, KS 66636-0011
O-2
PERCENTAGE AMOUNT OF OF THE NAME OF THE FUND SHARES OWNED CLASS NAME AND ADDRESS OF THE BENEFICIAL OWNER --------------------------------------------------------------------------------------------------------------------------- Consumer Products Fund 55,847.96 13.58% JEFFERSON NATIONAL LIFE INSURANCE COMPANY ATTN: SEPERATE ACCOUNT 9920 CORPORATE CAMPUS, SUITE 1000 LOUISVILLE, IN 40228 Dow 2x Strategy Fund 85,912.81 54.84% NATIONWIDE INSURANCE COMPANY NWVA4 , C/O IPO PORTFOLIO ACCOUNTING P.O. BOX 182029 COLUMBUS, OH 43218-2040 Dow 2x Strategy Fund 46,970.03 29.98% SECURITY BENEFIT LIFE INSURANCE CO SBL VARIABLE ANNUITY ACCOUNT XIV ONE SECURITY BENEFIT PLACE TOPEKA, KS 66636-0012 Dow 2x Strategy Fund 22,704.84 14.49% JEFFERSON NATIONAL LIFE INSURANCE COMPANY ATTN: SEPERATE ACCOUNT 9920 CORPORATE CAMPUS, SUITE 1000 LOUISVILLE, IN 40229 DWA Flexible Allocation Fund 852,890.04 93.90% NATIONWIDE INSURANCE COMPANY NWVA4 , C/O IPO PORTFOLIO ACCOUNTING P.O. BOX 182029 COLUMBUS, OH 43218-2041 DWA Flexible Allocation Fund 55,406.92 6.10% JEFFERSON NATIONAL LIFE INSURANCE COMPANY ATTN: SEPERATE ACCOUNT 9920 CORPORATE CAMPUS, SUITE 1000 LOUISVILLE, IN 40230 DWA Sector Rotation Fund 1,193,862.47 96.35% NATIONWIDE INSURANCE COMPANY NWVA4 , C/O IPO PORTFOLIO ACCOUNTING P.O. BOX 182029 COLUMBUS, OH 43218-2042 Electronics Fund 262,033.48 63.25% NATIONWIDE INSURANCE COMPANY NWVA4 , C/O IPO PORTFOLIO ACCOUNTING P.O. BOX 182029 COLUMBUS, OH 43218-2043 Electronics Fund 114,436.40 27.62% SECURITY BENEFIT LIFE INSURANCE CO SBL VARIABLE ANNUITY ACCOUNT XIV ONE SECURITY BENEFIT PLACE TOPEKA, KS 66636-0013 Electronics Fund 30,841.78 7.44% JEFFERSON NATIONAL LIFE INSURANCE COMPANY ATTN: SEPERATE ACCOUNT 9920 CORPORATE CAMPUS, SUITE 1000 LOUISVILLE, IN 40231 Energy Fund 379,134.71 38.52% NATIONWIDE INSURANCE COMPANY NWVA4 , C/O IPO PORTFOLIO ACCOUNTING P.O. BOX 182029 COLUMBUS, OH 43218-2045 Energy Fund 280,121.95 28.46% SECURITY BENEFIT LIFE INSURANCE CO SBL VARIABLE ANNUITY ACCOUNT XIV ONE SECURITY BENEFIT PLACE TOPEKA, KS 66636-0015 Energy Fund 177,451.48 18.03% TRANSAMERICA LIFE INSURANCE COMPANY 4333 EDGEWOOD ROAD NORTHEAST CEDAR RAPIDS, IA 52499 Energy Fund 127,950.34 13.00% JEFFERSON NATIONAL LIFE INSURANCE COMPANY ATTN: SEPERATE ACCOUNT 9920 CORPORATE CAMPUS, SUITE 1000 LOUISVILLE, IN 40233 Energy Services Fund 385,134.71 40.50% NATIONWIDE INSURANCE COMPANY NWVA4 , C/O IPO PORTFOLIO ACCOUNTING P.O. BOX 182029 COLUMBUS, OH 43218-2044 Energy Services Fund 376,986.74 39.64% SECURITY BENEFIT LIFE INSURANCE CO SBL VARIABLE ANNUITY ACCOUNT XIV ONE SECURITY BENEFIT PLACE TOPEKA, KS 66636-0014 Energy Services Fund 175,020.37 18.40% JEFFERSON NATIONAL LIFE INSURANCE COMPANY ATTN: SEPERATE ACCOUNT 9920 CORPORATE CAMPUS, SUITE 1000 LOUISVILLE, IN 40232
O-3
PERCENTAGE AMOUNT OF OF THE NAME OF THE FUND SHARES OWNED CLASS NAME AND ADDRESS OF THE BENEFICIAL OWNER --------------------------------------------------------------------------------------------------------------------------- Europe 1.25x Strategy Fund 234,752.90 55.90% NATIONWIDE INSURANCE COMPANY NWVA4 , C/O IPO PORTFOLIO ACCOUNTING P.O. BOX 182029 COLUMBUS, OH 43218-2046 Europe 1.25x Strategy Fund 129,694.25 30.88% SECURITY BENEFIT LIFE INSURANCE CO SBL VARIABLE ANNUITY ACCOUNT XIV ONE SECURITY BENEFIT PLACE TOPEKA, KS 66636-0016 Europe 1.25x Strategy Fund 53,678.77 12.78% JEFFERSON NATIONAL LIFE INSURANCE COMPANY ATTN: SEPERATE ACCOUNT 9920 CORPORATE CAMPUS, SUITE 1000 LOUISVILLE, IN 40234 Financial Services Fund 225,587.36 64.09% NATIONWIDE INSURANCE COMPANY NWVA4 , C/O IPO PORTFOLIO ACCOUNTING P.O. BOX 182029 COLUMBUS, OH 43218-2047 Financial Services Fund 106,717.95 30.32% SECURITY BENEFIT LIFE INSURANCE CO SBL VARIABLE ANNUITY ACCOUNT XIV ONE SECURITY BENEFIT PLACE TOPEKA, KS 66636-0017 Government Long Bond 1.2x Strategy Fund 1,591,781.50 43.73% NATIONWIDE INSURANCE COMPANY NWVA4 , C/O IPO PORTFOLIO ACCOUNTING P.O. BOX 182029 COLUMBUS, OH 43218-2048 Government Long Bond 1.2x Strategy Fund 953,818.28 26.20% JEFFERSON NATIONAL LIFE INSURANCE COMPANY ATTN: SEPERATE ACCOUNT 9920 CORPORATE CAMPUS, SUITE 1000 LOUISVILLE, IN 40236 Government Long Bond 1.2x Strategy Fund 547,853.98 15.05% SECURITY BENEFIT LIFE INSURANCE CO SBL VARIABLE ANNUITY ACCOUNT XIV ONE SECURITY BENEFIT PLACE TOPEKA, KS 66636-0019 Government Long Bond 1.2x Strategy Fund 276,597.28 7.60% FSBL VARIABLE ACCOUNT A ATTN: DENISE MACHELL - FINANCE ONE SECURITY BENEFIT PLACE TOPEKA, KS 66636-0003 Health Care Fund 280,513.27 47.10% NATIONWIDE INSURANCE COMPANY NWVA4 , C/O IPO PORTFOLIO ACCOUNTING P.O. BOX 182029 COLUMBUS, OH 43218-2049 Health Care Fund 223,345.10 37.50% SECURITY BENEFIT LIFE INSURANCE CO SBL VARIABLE ANNUITY ACCOUNT XIV ONE SECURITY BENEFIT PLACE TOPEKA, KS 66636-0020 Health Care Fund 70,437.71 11.83% JEFFERSON NATIONAL LIFE INSURANCE COMPANY ATTN: SEPERATE ACCOUNT 9920 CORPORATE CAMPUS, SUITE 1000 LOUISVILLE, IN 40237 Internet Fund 209,154.58 66.93% NATIONWIDE INSURANCE COMPANY NWVA4 , C/O IPO PORTFOLIO ACCOUNTING P.O. BOX 182029 COLUMBUS, OH 43218-2050 Internet Fund 68,460.52 21.91% SECURITY BENEFIT LIFE INSURANCE CO SBL VARIABLE ANNUITY ACCOUNT XIV ONE SECURITY BENEFIT PLACE TOPEKA, KS 66636-0021 Internet Fund 31,711.57 10.15% JEFFERSON NATIONAL LIFE INSURANCE COMPANY ATTN: SEPERATE ACCOUNT 9920 CORPORATE CAMPUS, SUITE 1000 LOUISVILLE, IN 40238 Inverse Dow 2x Strategy Fund 376,608.01 48.67% NATIONWIDE INSURANCE COMPANY NWVA4 , C/O IPO PORTFOLIO ACCOUNTING P.O. BOX 182029 COLUMBUS, OH 43218-2051
O-4
PERCENTAGE AMOUNT OF OF THE NAME OF THE FUND SHARES OWNED CLASS NAME AND ADDRESS OF THE BENEFICIAL OWNER --------------------------------------------------------------------------------------------------------------------------- Inverse Dow 2x Strategy Fund 310,340.82 40.11% SECURITY BENEFIT LIFE INSURANCE CO SBL VARIABLE ANNUITY ACCOUNT XIV ONE SECURITY BENEFIT PLACE TOPEKA, KS 66636-0022 Inverse Dow 2x Strategy Fund 85,973.47 11.11% JEFFERSON NATIONAL LIFE INSURANCE COMPANY ATTN: SEPERATE ACCOUNT 9920 CORPORATE CAMPUS, SUITE 1000 LOUISVILLE, IN 40239 Inverse Government Long Bond Strategy 335,352.12 38.87% SECURITY BENEFIT LIFE INSURANCE CO Fund SBL VARIABLE ANNUITY ACCOUNT XIV ONE SECURITY BENEFIT PLACE TOPEKA, KS 66636-0023 Inverse Government Long Bond Strategy 319,128.74 36.98% NATIONWIDE INSURANCE COMPANY Fund NWVA4 , C/O IPO PORTFOLIO ACCOUNTING P.O. BOX 182029 COLUMBUS, OH 43218-2052 Inverse Government Long Bond Strategy 77,805.78 9.02% PHOENIX HOME LIFE VARIABLE, INSURANCE Fund COMPANY 31 TECH VALLEY DR EAST GREENBUSH, NY 12061 Inverse Mid-Cap Strategy Fund 65,193.30 71.11% NATIONWIDE INSURANCE COMPANY NWVA4 , C/O IPO PORTFOLIO ACCOUNTING P.O. BOX 182029 COLUMBUS, OH 43218-2053 Inverse Mid-Cap Strategy Fund 21,985.52 23.98% SECURITY BENEFIT LIFE INSURANCE CO SBL VARIABLE ANNUITY ACCOUNT XIV ONE SECURITY BENEFIT PLACE TOPEKA, KS 66636-0024 Inverse NASDAQ-100(R) Strategy Fund 260,034.66 31.17% NATIONWIDE INSURANCE COMPANY NWVA4 , C/O IPO PORTFOLIO ACCOUNTING P.O. BOX 182029 COLUMBUS, OH 43218-2054 Inverse NASDAQ-100(R) Strategy Fund 243,720.25 29.22% SECURITY BENEFIT LIFE INSURANCE CO SBL VARIABLE ANNUITY ACCOUNT XIV ONE SECURITY BENEFIT PLACE TOPEKA, KS 66636-0025 Inverse NASDAQ-100(R) Strategy Fund 178,112.34 21.35% MIDLAND NATIONAL LIFE ATTN: VARIABLE ANNUITY DIVISION PO BOX 79907 WEST DES MOINES, IA 50325-0907 Inverse NASDAQ-100(R) Strategy Fund 100,241.33 12.02% JEFFERSON NATIONAL LIFE INSURANCE COMPANY ATTN: SEPERATE ACCOUNT 9920 CORPORATE CAMPUS, SUITE 1000 LOUISVILLE, IN 40240 Inverse NASDAQ-100(R) Strategy Fund 50,591.01 6.07% AMERITAS LIFE INSURANCE CORP ATTN: VARIABLE TRADES 5900 O STREET P.O. BOX 81889. LINCOLN, NE 68501-1889 Inverse Russell 2000(R) Strategy Fund 282,350.17 63.81% NATIONWIDE INSURANCE COMPANY NWVA4 , C/O IPO PORTFOLIO ACCOUNTING P.O. BOX 182029 COLUMBUS, OH 43218-2055 Inverse Russell 2000(R) Strategy Fund 120,771.66 27.30% SECURITY BENEFIT LIFE INSURANCE CO SBL VARIABLE ANNUITY ACCOUNT XIV ONE SECURITY BENEFIT PLACE TOPEKA, KS 66636-0026 Inverse Russell 2000(R) Strategy Fund 34,474.21 7.79% JEFFERSON NATIONAL LIFE INSURANCE COMPANY ATTN: SEPERATE ACCOUNT 9920 CORPORATE CAMPUS, SUITE 1000 LOUISVILLE, IN 40241 Inverse S&P 500 Strategy Fund 456,289.50 44.07% FSBL VARIABLE ACCOUNT A ATTN: DENISE MACHELL - FINANCE ONE SECURITY BENEFIT PLACE TOPEKA, KS 66636-0004
O-5
PERCENTAGE AMOUNT OF OF THE NAME OF THE FUND SHARES OWNED CLASS NAME AND ADDRESS OF THE BENEFICIAL OWNER --------------------------------------------------------------------------------------------------------------------------- Inverse S&P 500 Strategy Fund 230,729.16 22.29% NATIONWIDE INSURANCE COMPANY NWVA4 , C/O IPO PORTFOLIO ACCOUNTING P.O. BOX 182029 COLUMBUS, OH 43218-2056 Inverse S&P 500 Strategy Fund 160,235.55 15.48% SECURITY BENEFIT LIFE INSURANCE CO SBL VARIABLE ANNUITY ACCOUNT XIV ONE SECURITY BENEFIT PLACE TOPEKA, KS 66636-0027 Inverse S&P 500 Strategy Fund 75,237.37 7.27% JEFFERSON NATIONAL LIFE INSURANCE COMPANY ATTN: SEPERATE ACCOUNT 9920 CORPORATE CAMPUS, SUITE 1000 LOUISVILLE, IN 40242 Inverse S&P 500 Strategy Fund 67,387.19 6.50% AMERITAS LIFE INSURANCE CORP ATTN: VARIABLE TRADES 5900 O STREET P.O. BOX 81889. LINCOLN, NE 68501-1890 Japan 2x Strategy Fund 69,864.68 49.26% NATIONWIDE INSURANCE COMPANY NWVA4 , C/O IPO PORTFOLIO ACCOUNTING P.O. BOX 182029 COLUMBUS, OH 43218-2057 Japan 2x Strategy Fund 58,683.15 41.38% SECURITY BENEFIT LIFE INSURANCE CO SBL VARIABLE ANNUITY ACCOUNT XIV ONE SECURITY BENEFIT PLACE TOPEKA, KS 66636-0028 Japan 2x Strategy Fund 11,064.89 7.80% JEFFERSON NATIONAL LIFE INSURANCE COMPANY ATTN: SEPERATE ACCOUNT 9920 CORPORATE CAMPUS, SUITE 1000 LOUISVILLE, IN 40243 Leisure Fund 82,392.71 87.91% NATIONWIDE INSURANCE COMPANY NWVA4 , C/O IPO PORTFOLIO ACCOUNTING P.O. BOX 182029 COLUMBUS, OH 43218-2058 Leisure Fund 8,190.18 8.74% SECURITY BENEFIT LIFE INSURANCE CO SBL VARIABLE ANNUITY ACCOUNT XIV ONE SECURITY BENEFIT PLACE TOPEKA, KS 66636-0029 Managed Futures Strategy Fund 335,328.33 47.30% NATIONWIDE INSURANCE COMPANY NWVA4 , C/O IPO PORTFOLIO ACCOUNTING P.O. BOX 182029 COLUMBUS, OH 43218-2059 Managed Futures Strategy Fund 133,922.90 18.89% SECURITY BENEFIT LIFE INSURANCE CO SBL VARIABLE ANNUITY ACCOUNT XIV ONE SECURITY BENEFIT PLACE TOPEKA, KS 66636-0030 Managed Futures Strategy Fund 76,201.61 10.75% JEFFERSON NATIONAL LIFE INSURANCE COMPANY ATTN: SEPERATE ACCOUNT 9920 CORPORATE CAMPUS, SUITE 1000 LOUISVILLE, IN 40244 Managed Futures Strategy Fund 48,233.23 6.80% RYDEX EPT MODERATE -VA 9601 BLACKWELL RD, STE 500 ROCKVILLE, MD 20850 Managed Futures Strategy Fund 40,286.86 5.68% RYDEX VA ALTERNATIVE STRATEGIES ALLOCATION FUND 9601 BLACKWELL RD, STE 500 ROCKVILLE, MD 20850 Mid-Cap 1.5x Strategy Fund 225,162.08 62.79% NATIONWIDE INSURANCE COMPANY NWVA4 , C/O IPO PORTFOLIO ACCOUNTING P.O. BOX 182029 COLUMBUS, OH 43218-2060 Mid-Cap 1.5x Strategy Fund 91,640.87 25.55% SECURITY BENEFIT LIFE INSURANCE CO SBL VARIABLE ANNUITY ACCOUNT XIV ONE SECURITY BENEFIT PLACE TOPEKA, KS 66636-0031 Mid-Cap 1.5x Strategy Fund 39,928.47 11.13% JEFFERSON NATIONAL LIFE INSURANCE COMPANY ATTN: SEPERATE ACCOUNT 9920 CORPORATE CAMPUS, SUITE 1000 LOUISVILLE, IN 40245
O-6
PERCENTAGE AMOUNT OF OF THE NAME OF THE FUND SHARES OWNED CLASS NAME AND ADDRESS OF THE BENEFICIAL OWNER --------------------------------------------------------------------------------------------------------------------------- Multi-Hedge Strategies Fund 299,888.00 36.56% NATIONWIDE INSURANCE COMPANY NWVA4 , C/O IPO PORTFOLIO ACCOUNTING P.O. BOX 182029 COLUMBUS, OH 43218-2061 Multi-Hedge Strategies Fund 232,211.25 28.31% SECURITY BENEFIT LIFE INSURANCE CO SBL VARIABLE ANNUITY ACCOUNT XIV ONE SECURITY BENEFIT PLACE TOPEKA, KS 66636-0032 Multi-Hedge Strategies Fund 86,976.09 10.61% RYDEX EPT MODERATE -VA 9601 BLACKWELL RD, STE 500 ROCKVILLE, MD 20851 Multi-Hedge Strategies Fund 54,103.69 6.60% JEFFERSON NATIONAL LIFE INSURANCE COMPANY ATTN: SEPERATE ACCOUNT 9920 CORPORATE CAMPUS, SUITE 1000 LOUISVILLE, IN 40246 Multi-Hedge Strategies Fund 48,750.79 5.94% NATIONAL INTEGRITY LIFE INSURANCE CO 400 BROADWAY STREET CINCINNATI, OH 45202-3342 Multi-Hedge Strategies Fund 45,756.40 5.58% RYDEX VA ALTERNATIVE STRATEGIES ALLOCATION FUND 9601 BLACKWELL RD, STE 500 ROCKVILLE, MD 20851 NASDAQ-100(R) 2x Strategy Fund 588,280.89 67.38% SECURITY BENEFIT LIFE INSURANCE CO SBL VARIABLE ANNUITY ACCOUNT XIV ONE SECURITY BENEFIT PLACE TOPEKA, KS 66636-0033 NASDAQ-100(R) 2x Strategy Fund 184,973.87 21.19% NATIONWIDE INSURANCE COMPANY NWVA4 , C/O IPO PORTFOLIO ACCOUNTING P.O. BOX 182029 COLUMBUS, OH 43218-2062 NASDAQ-100(R) 2x Strategy Fund 99,195.58 11.36% JEFFERSON NATIONAL LIFE INSURANCE COMPANY ATTN: SEPERATE ACCOUNT 9920 CORPORATE CAMPUS, SUITE 1000 LOUISVILLE, IN 40247 NASDAQ-100(R) Fund 486,619.62 25.63% AMERICAN SKANDIA LIFE ASSURANCE CO ONE CORPORATE DRIVE PO BOX 883 SHELTON, CT 06484-0883 NASDAQ-100(R) Fund 282,701.58 14.89% NATIONWIDE INSURANCE COMPANY NWVA4 , C/O IPO PORTFOLIO ACCOUNTING P.O. BOX 182029 COLUMBUS, OH 43218-2063 NASDAQ-100(R) Fund 270,649.34 14.25% SECURITY BENEFIT LIFE INSURANCE CO SBL VARIABLE ANNUITY ACCOUNT XIV ONE SECURITY BENEFIT PLACE TOPEKA, KS 66636-0034 NASDAQ-100(R) Fund 259,344.86 13.66% GE LIFE AND ANNUITY INSURANCE CO ATTN: VARIABLE ACCOUNTING 6610 WEST BROAD STREET RICHMOND, VA 23230 NASDAQ-100(R) Fund 244,230.06 12.86% JEFFERSON NATIONAL LIFE INSURANCE COMPANY ATTN: SEPERATE ACCOUNT 9920 CORPORATE CAMPUS, SUITE 1000 LOUISVILLE, IN 40248 NASDAQ-100(R) Fund 154,746.73 8.15% AMERITAS LIFE INSURANCE CORP ATTN: VARIABLE TRADES 5900 O STREET P.O. BOX 81889. LINCOLN, NE 68501-1891 Nova Fund 138,454.39 48.21% NATIONWIDE INSURANCE COMPANY NWVA4 , C/O IPO PORTFOLIO ACCOUNTING P.O. BOX 182029 COLUMBUS, OH 43218-2064 Nova Fund 51,037.14 17.77% SECURITY BENEFIT LIFE INSURANCE CO SBL VARIABLE ANNUITY ACCOUNT XIV ONE SECURITY BENEFIT PLACE TOPEKA, KS 66636-0035
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PERCENTAGE AMOUNT OF OF THE NAME OF THE FUND SHARES OWNED CLASS NAME AND ADDRESS OF THE BENEFICIAL OWNER --------------------------------------------------------------------------------------------------------------------------- Nova Fund 37,724.30 13.13% JEFFERSON NATIONAL LIFE INSURANCE COMPANY ATTN: SEPERATE ACCOUNT 9920 CORPORATE CAMPUS, SUITE 1000 LOUISVILLE, IN 40249 Nova Fund 21,296.59 7.42% AMERICAN SKANDIA LIFE ASSURANCE CO ONE CORPORATE DRIVE PO BOX 883 SHELTON, CT 06484-0884 Precious Metals Fund 2,221,291.21 47.05% NATIONWIDE INSURANCE COMPANY NWVA4 , C/O IPO PORTFOLIO ACCOUNTING P.O. BOX 182029 COLUMBUS, OH 43218-2065 Precious Metals Fund 1,259,827.01 26.68% SECURITY BENEFIT LIFE INSURANCE CO SBL VARIABLE ANNUITY ACCOUNT XIV ONE SECURITY BENEFIT PLACE TOPEKA, KS 66636-0036 Precious Metals Fund 622,774.71 13.19% JEFFERSON NATIONAL LIFE INSURANCE COMPANY ATTN: SEPERATE ACCOUNT 9920 CORPORATE CAMPUS, SUITE 1000 LOUISVILLE, IN 40250 Precious Metals Fund 567,387.98 12.02% AMERITAS LIFE INSURANCE CORP ATTN: VARIABLE TRADES 5900 O STREET P.O. BOX 81889. LINCOLN, NE 68501-1892 Real Estate Fund 355,473.61 55.17% NATIONWIDE INSURANCE COMPANY NWVA4 , C/O IPO PORTFOLIO ACCOUNTING P.O. BOX 182029 COLUMBUS, OH 43218-2066 Real Estate Fund 191,181.83 29.67% SECURITY BENEFIT LIFE INSURANCE CO SBL VARIABLE ANNUITY ACCOUNT XIV ONE SECURITY BENEFIT PLACE TOPEKA, KS 66636-0037 Real Estate Fund 58,755.87 9.12% JEFFERSON NATIONAL LIFE INSURANCE COMPANY ATTN: SEPERATE ACCOUNT 9920 CORPORATE CAMPUS, SUITE 1000 LOUISVILLE, IN 40251 Retailing Fund 348,248.37 59.52% NATIONWIDE INSURANCE COMPANY NWVA4 , C/O IPO PORTFOLIO ACCOUNTING P.O. BOX 182029 COLUMBUS, OH 43218-2067 Retailing Fund 143,245.95 24.48% SECURITY BENEFIT LIFE INSURANCE CO SBL VARIABLE ANNUITY ACCOUNT XIV ONE SECURITY BENEFIT PLACE TOPEKA, KS 66636-0038 Retailing Fund 54,523.18 9.32% JEFFERSON NATIONAL LIFE INSURANCE COMPANY ATTN: SEPERATE ACCOUNT 9920 CORPORATE CAMPUS, SUITE 1000 LOUISVILLE, IN 40252 Retailing Fund 33,015.52 5.64% SAGE LIFE ASSURANCE COMPANY 969 HIGH RIDGE RD, STE 200 STAMFORD, CT 06905 Russell 2000(R) 1.5x Strategy Fund 90,458.69 48.02% NATIONWIDE INSURANCE COMPANY NWVA4 , C/O IPO PORTFOLIO ACCOUNTING P.O. BOX 182029 COLUMBUS, OH 43218-2068 Russell 2000(R) 1.5x Strategy Fund 40,436.34 21.47% AMERITAS LIFE INSURANCE CORP ATTN: VARIABLE TRADES 5900 O STREET P.O. BOX 81889. LINCOLN, NE 68501-1893 Russell 2000(R) 1.5x Strategy Fund 28,916.40 15.35% SECURITY BENEFIT LIFE INSURANCE CO SBL VARIABLE ANNUITY ACCOUNT XIV ONE SECURITY BENEFIT PLACE TOPEKA, KS 66636-0039 Russell 2000(R) 1.5x Strategy Fund 26,952.52 14.31% JEFFERSON NATIONAL LIFE INSURANCE COMPANY ATTN: SEPERATE ACCOUNT 9920 CORPORATE CAMPUS, SUITE 1000 LOUISVILLE, IN 40253
O-8
PERCENTAGE AMOUNT OF OF THE NAME OF THE FUND SHARES OWNED CLASS NAME AND ADDRESS OF THE BENEFICIAL OWNER --------------------------------------------------------------------------------------------------------------------------- Russell 2000(R) 2x Strategy Fund 28,982.29 81.92% SECURITY BENEFIT LIFE INSURANCE CO SBL VARIABLE ANNUITY ACCOUNT XIV ONE SECURITY BENEFIT PLACE TOPEKA, KS 66636-0040 Russell 2000(R) 2x Strategy Fund 6,313.65 17.85% JEFFERSON NATIONAL LIFE INSURANCE COMPANY ATTN: SEPERATE ACCOUNT 9920 CORPORATE CAMPUS, SUITE 1000 LOUISVILLE, IN 40254 S&P 500 2x Strategy Fund 41,607.60 44.36% NATIONWIDE INSURANCE COMPANY NWVA4 , C/O IPO PORTFOLIO ACCOUNTING P.O. BOX 182029 COLUMBUS, OH 43218-2069 S&P 500 2x Strategy Fund 41,364.94 44.09% SECURITY BENEFIT LIFE INSURANCE CO SBL VARIABLE ANNUITY ACCOUNT XIV ONE SECURITY BENEFIT PLACE TOPEKA, KS 66636-0041 S&P 500 2x Strategy Fund 10,520.91 11.21% JEFFERSON NATIONAL LIFE INSURANCE COMPANY ATTN: SEPERATE ACCOUNT 9920 CORPORATE CAMPUS, SUITE 1000 LOUISVILLE, IN 40255 S&P 500 Pure Growth Fund 706,696.20 59.62% NATIONWIDE INSURANCE COMPANY NWVA4 , C/O IPO PORTFOLIO ACCOUNTING P.O. BOX 182029 COLUMBUS, OH 43218-2070 S&P 500 Pure Growth Fund 349,164.78 29.46% SECURITY BENEFIT LIFE INSURANCE CO SBL VARIABLE ANNUITY ACCOUNT XIV ONE SECURITY BENEFIT PLACE TOPEKA, KS 66636-0042 S&P 500 Pure Growth Fund 116,894.04 9.86% JEFFERSON NATIONAL LIFE INSURANCE COMPANY ATTN: SEPERATE ACCOUNT 9920 CORPORATE CAMPUS, SUITE 1000 LOUISVILLE, IN 40256 S&P 500 Pure Value Fund 232,020.23 62.80% NATIONWIDE INSURANCE COMPANY NWVA4 , C/O IPO PORTFOLIO ACCOUNTING P.O. BOX 182029 COLUMBUS, OH 43218-2071 S&P 500 Pure Value Fund 109,183.63 29.55% SECURITY BENEFIT LIFE INSURANCE CO SBL VARIABLE ANNUITY ACCOUNT XIV ONE SECURITY BENEFIT PLACE TOPEKA, KS 66636-0043 S&P MidCap 400 Pure Growth Fund 326,225.61 44.75% NATIONWIDE INSURANCE COMPANY NWVA4 , C/O IPO PORTFOLIO ACCOUNTING P.O. BOX 182029 COLUMBUS, OH 43218-2072 S&P MidCap 400 Pure Growth Fund 287,138.82 39.40% SECURITY BENEFIT LIFE INSURANCE CO SBL VARIABLE ANNUITY ACCOUNT XIV ONE SECURITY BENEFIT PLACE TOPEKA, KS 66636-0044 S&P MidCap 400 Pure Growth Fund 107,067.27 14.69% JEFFERSON NATIONAL LIFE INSURANCE COMPANY ATTN: SEPERATE ACCOUNT 9920 CORPORATE CAMPUS, SUITE 1000 LOUISVILLE, IN 40257 S&P MidCap 400 Pure Value Fund 101,132.23 66.81% NATIONWIDE INSURANCE COMPANY NWVA4 , C/O IPO PORTFOLIO ACCOUNTING P.O. BOX 182029 COLUMBUS, OH 43218-2073 S&P MidCap 400 Pure Value Fund 32,728.06 21.62% SECURITY BENEFIT LIFE INSURANCE CO SBL VARIABLE ANNUITY ACCOUNT XIV ONE SECURITY BENEFIT PLACE TOPEKA, KS 66636-0045 S&P MidCap 400 Pure Value Fund 15,468.74 10.22% JEFFERSON NATIONAL LIFE INSURANCE COMPANY ATTN: SEPERATE ACCOUNT 9920 CORPORATE CAMPUS, SUITE 1000 LOUISVILLE, IN 40258
O-9
PERCENTAGE AMOUNT OF OF THE NAME OF THE FUND SHARES OWNED CLASS NAME AND ADDRESS OF THE BENEFICIAL OWNER --------------------------------------------------------------------------------------------------------------------------- S&P SmallCap 600 Pure Growth Fund 184,656.22 45.77% SECURITY BENEFIT LIFE INSURANCE CO SBL VARIABLE ANNUITY ACCOUNT XIV ONE SECURITY BENEFIT PLACE TOPEKA, KS 66636-0046 S&P SmallCap 600 Pure Growth Fund 162,411.60 40.26% NATIONWIDE INSURANCE COMPANY NWVA4 , C/O IPO PORTFOLIO ACCOUNTING P.O. BOX 182029 COLUMBUS, OH 43218-2074 S&P SmallCap 600 Pure Growth Fund 52,942.87 13.12% JEFFERSON NATIONAL LIFE INSURANCE COMPANY ATTN: SEPERATE ACCOUNT 9920 CORPORATE CAMPUS, SUITE 1000 LOUISVILLE, IN 40259 S&P SmallCap 600 Pure Value Fund 31,781.69 42.99% NATIONWIDE INSURANCE COMPANY NWVA4 , C/O IPO PORTFOLIO ACCOUNTING P.O. BOX 182029 COLUMBUS, OH 43218-2075 S&P SmallCap 600 Pure Value Fund 26,774.95 36.22% SECURITY BENEFIT LIFE INSURANCE CO SBL VARIABLE ANNUITY ACCOUNT XIV ONE SECURITY BENEFIT PLACE TOPEKA, KS 66636-0047 S&P SmallCap 600 Pure Value Fund 14,191.92 19.20% JEFFERSON NATIONAL LIFE INSURANCE COMPANY ATTN: SEPERATE ACCOUNT 9920 CORPORATE CAMPUS, SUITE 1000 LOUISVILLE, IN 40260 Select Allocation Fund 1,129,851.68 71.36% SECURITY BENEFIT LIFE INSURANCE CO SBL VARIABLE ANNUITY ACCOUNT XIV ONE SECURITY BENEFIT PLACE TOPEKA, KS 66636-0048 Select Allocation Fund 364,071.47 22.99% NATIONWIDE INSURANCE COMPANY NWVA4 , C/O IPO PORTFOLIO ACCOUNTING P.O. BOX 182029 COLUMBUS, OH 43218-2076 Select Allocation Fund 89,394.22 5.65% FSBL VARIABLE ACCOUNT A ATTN: DENISE MACHELL - FINANCE ONE SECURITY BENEFIT PLACE TOPEKA, KS 66636-0005 Strengthening Dollar 2x Strategy Fund 585,659.76 39.91% SECURITY BENEFIT LIFE INSURANCE CO SBL VARIABLE ANNUITY ACCOUNT XIV ONE SECURITY BENEFIT PLACE TOPEKA, KS 66636-0049 Strengthening Dollar 2x Strategy Fund 478,699.89 32.62% NATIONWIDE INSURANCE COMPANY NWVA4 , C/O IPO PORTFOLIO ACCOUNTING P.O. BOX 182029 COLUMBUS, OH 43218-2077 Strengthening Dollar 2x Strategy Fund 400,775.71 27.31% JEFFERSON NATIONAL LIFE INSURANCE COMPANY ATTN: SEPERATE ACCOUNT 9920 CORPORATE CAMPUS, SUITE 1000 LOUISVILLE, IN 40261 Technology Fund 469,742.39 60.87% NATIONWIDE INSURANCE COMPANY NWVA4 , C/O IPO PORTFOLIO ACCOUNTING P.O. BOX 182029 COLUMBUS, OH 43218-2078 Technology Fund 236,420.27 30.64% SECURITY BENEFIT LIFE INSURANCE CO SBL VARIABLE ANNUITY ACCOUNT XIV ONE SECURITY BENEFIT PLACE TOPEKA, KS 66636-0050 Technology Fund 54,611.03 7.08% JEFFERSON NATIONAL LIFE INSURANCE COMPANY ATTN: SEPERATE ACCOUNT 9920 CORPORATE CAMPUS, SUITE 1000 LOUISVILLE, IN 40262 Telecommunications Fund 204,541.63 56.80% NATIONWIDE INSURANCE COMPANY NWVA4 , C/O IPO PORTFOLIO ACCOUNTING P.O. BOX 182029 COLUMBUS, OH 43218-2079
O-10
PERCENTAGE AMOUNT OF OF THE NAME OF THE FUND SHARES OWNED CLASS NAME AND ADDRESS OF THE BENEFICIAL OWNER --------------------------------------------------------------------------------------------------------------------------- Telecommunications Fund 110,649.50 30.73% SECURITY BENEFIT LIFE INSURANCE CO SBL VARIABLE ANNUITY ACCOUNT XIV ONE SECURITY BENEFIT PLACE TOPEKA, KS 66636-0051 Telecommunications Fund 35,191.71 9.77% JEFFERSON NATIONAL LIFE INSURANCE COMPANY ATTN: SEPERATE ACCOUNT 9920 CORPORATE CAMPUS, SUITE 1000 LOUISVILLE, IN 40263 Transportation Fund 266,461.40 80.55% NATIONWIDE INSURANCE COMPANY NWVA4 , C/O IPO PORTFOLIO ACCOUNTING P.O. BOX 182029 COLUMBUS, OH 43218-2080 Transportation Fund 34,398.64 10.40% SECURITY BENEFIT LIFE INSURANCE CO SBL VARIABLE ANNUITY ACCOUNT XIV ONE SECURITY BENEFIT PLACE TOPEKA, KS 66636-0052 Transportation Fund 16,674.33 5.04% SAGE LIFE ASSURANCE COMPANY 969 HIGH RIDGE RD, STE 200 STAMFORD, CT 06906 U.S. Government Money Market Fund 173,469,119.28 55.46% SECURITY BENEFIT LIFE INSURANCE CO SBL VARIABLE ANNUITY ACCOUNT XIV ONE SECURITY BENEFIT PLACE TOPEKA, KS 66636-0018 U.S. Government Money Market Fund 117,672,305.55 37.62% JEFFERSON NATIONAL LIFE INSURANCE COMPANY ATTN: SEPERATE ACCOUNT 9920 CORPORATE CAMPUS, SUITE 1000 LOUISVILLE, IN 40235 U.S. Government Money Market Fund 20,313,973.10 6.49% FSBL VARIABLE ACCOUNT A ATTN: DENISE MACHELL - FINANCE ONE SECURITY BENEFIT PLACE TOPEKA, KS 66636-0002 U.S. Long Short Momentum Fund 1,639,538.43 47.02% SECURITY BENEFIT LIFE INSURANCE CO SBL VARIABLE ANNUITY ACCOUNT XIV ONE SECURITY BENEFIT PLACE TOPEKA, KS 66636-0053 U.S. Long Short Momentum Fund 786,658.21 22.55% NATIONWIDE INSURANCE COMPANY NWVA4 , C/O IPO PORTFOLIO ACCOUNTING P.O. BOX 182029 COLUMBUS, OH 43218-2081 U.S. Long Short Momentum Fund 326,384.01 9.36% RYDEX EPT MODERATE -VA 9601 BLACKWELL RD, STE 500 ROCKVILLE, MD 20852 U.S. Long Short Momentum Fund 267,590.52 7.67% LINCOLN BENEFIT LIFE COMPANY 544 LAKEVIEW PRKWAY VERNON HILLS, IL 60016 Utilities Fund 516,873.82 42.78% NATIONWIDE INSURANCE COMPANY NWVA4 , C/O IPO PORTFOLIO ACCOUNTING P.O. BOX 182029 COLUMBUS, OH 43218-2082 Utilities Fund 476,834.29 39.46% SECURITY BENEFIT LIFE INSURANCE CO SBL VARIABLE ANNUITY ACCOUNT XIV ONE SECURITY BENEFIT PLACE TOPEKA, KS 66636-0054 Utilities Fund 192,718.11 15.95% JEFFERSON NATIONAL LIFE INSURANCE COMPANY ATTN: SEPERATE ACCOUNT 9920 CORPORATE CAMPUS, SUITE 1000 LOUISVILLE, IN 40264 Weakening Dollar 2x Strategy Fund 50,152.48 50.61% SECURITY BENEFIT LIFE INSURANCE CO SBL VARIABLE ANNUITY ACCOUNT XIV ONE SECURITY BENEFIT PLACE TOPEKA, KS 66636-0055 Weakening Dollar 2x Strategy Fund 41,440.90 41.81% NATIONWIDE INSURANCE COMPANY NWVA4 , C/O IPO PORTFOLIO ACCOUNTING P.O. BOX 182029 COLUMBUS, OH 43218-2083
O-11
PERCENTAGE AMOUNT OF OF THE NAME OF THE FUND SHARES OWNED CLASS NAME AND ADDRESS OF THE BENEFICIAL OWNER --------------------------------------------------------------------------------------------------------------------------- Weakening Dollar 2x Strategy Fund 7,130.27 7.19% JEFFERSON NATIONAL LIFE INSURANCE COMPANY ATTN: SEPERATE ACCOUNT 9920 CORPORATE CAMPUS, SUITE 1000 LOUISVILLE, IN 40265
--------------------- * A party holding in excess of 25% of the outstanding voting securities of a Fund is presumed to be a "control person" (as defined in the 1940 Act) of such Fund, based on the ~~basis~~substantial ownership interest held and the party's resultant ability to influence voting on certain matters submitted for shareholder consideration. O-12 APPENDIX P NOMINATING COMMITTEE CHARTER I. THE COMMITTEE The Nominating Committee (the "Committee") of ~~their respective shareholdings~~the Rydex Series Funds, Rydex Dynamic Funds, Rydex Variable Trust and Rydex ETF Trust (each a "Trust" and collectively "the Trusts") shall be composed of at least three members plus the ~~close of business on the day prior~~Independent Chairman as an ex officio member pursuant to the ~~Liquidation Date. On the Liquidation Date, the books~~following sentence, each of whom is a Trustee who is not an "interested person" of the ~~Fund shall be closed. Thereafter, unless the books are reopened because the Plan cannot be carried into effect under the laws~~Trusts ("Independent Trustee") as defined in Section 2(a)(19) of the ~~State~~Investment Company Act of ~~Delaware or otherwise, the shareholders’ respective interests in the Fund’s assets shall not be transferable.~~

~~UNITED STATES~~
~~SECURITIES AND EXCHANGE COMMISSION~~
~~Washington, D.C. 20549~~
~~SCHEDULE 14A~~
~~Proxy Statement Pursuant to Section 14(a) of~~
~~the Securities Exchange Act of 1934 (Amendment No.)~~

~~Filed by the Registrant [X]~~

~~Filed by a Party other than the Registrant [ ]~~

~~Check the appropriate box:~~
~~[X]~~	~~Preliminary Proxy Statement~~
~~[ ]~~	~~Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))~~
~~[ ]~~	~~Definitive Proxy Statement~~
~~[ ]~~	~~Definitive Additional Materials~~
~~[ ]~~	~~Soliciting Material Pursuant to §240.14a-12~~
~~(Name of Registrant as Specified In Its Charter)~~

~~Rydex Variable Trust~~


~~(Name of Person(s) Filing Proxy Statement, if other than the Registrant)~~

~~Payment of Filing Fee (Check the appropriate box):~~
~~[X]~~	~~No fee required.~~
~~[ ]~~	~~Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.~~
	~~(1)~~	~~Title of each class of securities to which transaction applies:~~
	~~(2)~~	~~Aggregate number of securities to which transaction applies:~~
	~~(3)~~	~~Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):~~
	~~(4)~~	~~Proposed maximum aggregate value of transaction:~~
	~~(5)~~	~~Total fee paid:~~

~~[ ]~~	~~Fee paid previously with preliminary materials.~~
~~[ ]~~	Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
	~~(1)~~	~~Amount Previously Paid:~~
	~~(2)~~	~~Form, Schedule or Registration Statement No.:~~
	~~(3)~~	~~Filing Party:~~
	~~(4)~~	~~Date Filed:~~

Annual Portfolio Operating Expenses (% of average daily net assets)
	International Long Short Select Fund (1)	JNF Money Market Portfolio (2)	NVIT Money Market Fund (Class II)	Rydex Variable Trust U.S. Government Money Market Fund	SBL Fund Series C (Money Market)
Management Fees	0.90%	0.15%	0.38%	0.50%	0.50%
Distribution and/or Service (12b-1) Fees	n/a	0.00%	0.25%	n/a	n/a
Other Expenses	3.17%	0.56%	0.24%	0.78%	0.17%
Acquired Fund Fees and Expenses			0.02%
Total Expenses	4.07%	0.71%	0.89%	1.28%	0.67%
Less: Expense Waiver/Reimbursement	n/a	(0.02%)	n/a	n/a	n/a
Net Expenses	4.07%	0.69%	0.89%	1.28%	0.67%

~~Annual Fund Operating Expenses~~ ~~(expenses that are deducted from total Portfolio assets)~~
~~Management Fees~~	~~0.15%~~
~~12b-1 Fees~~	~~0.00%~~
~~Other Fees(1)~~	~~0.56%~~
~~Total Expenses~~	~~0.71%~~
~~Less: Expense Waiver/Reimbursement~~	~~(0.02%)~~
~~Net Expenses(2)~~	~~0.69%~~


~~Shareholder Fees (paid directly from your investment)~~	~~N/A~~
~~Annual Fund Operating Expenses (deducted from~~ ~~Fund assets)~~
~~Management Fees~~	~~0.38%~~
~~Distribution and/or Service (12b-1) Fees~~	~~0.25%~~
~~Other Expenses~~	~~0.24%~~
~~Acquired Fund Fees and Expenses~~	~~0.02%~~
~~TOTAL ANNUAL FUND OPERATING EXPENSES (before Fee Waivers/Expense Reimbursements)~~	~~0.89%~~
~~Amount of Fee Waiver/Expense Reimbursement~~	~~N/A~~
~~TOTAL ANNUAL FUND OPERATING EXPENSES (after Fee Waivers/Expense Reimbursements)~~	~~0.89%~~

~~Annual Fund Operating Expenses (deducted from~~ ~~Fund assets)~~
~~Management Fees~~	~~0.50%~~
~~Distribution and/or Service (12b-1) Fees~~	~~N/A~~
~~Other Expenses~~ ~~(1)~~	~~0.78%~~
~~TOTAL ANNUAL FUND OPERATING EXPENSES (before Fee Waivers/Expense Reimbursements)~~	~~1.28%~~
~~Amount of Fee Waiver/Expense Reimbursement~~	~~N/A~~
~~TOTAL ANNUAL FUND OPERATING EXPENSES (after Fee Waivers/Expense Reimbursements)~~	~~1.22%~~

~~Advisory fee~~	~~0.50%~~
~~Other expenses~~	~~0.17%~~
~~Total annual operating expenses~~	~~0.67%~~

~~Name and Address of Shareholder~~	~~Percent of Class of Shares and Type of Ownership~~	~~Percentage of Fund~~

~~Online~~	~~1. Click on~~ ~~www.proxyonline.com~~. ~~2. Enter~~ PHONE: To cast your vote by phone with a proxy voting -------------------------------- representative, please call toll-free 1-877-864-5058. \| \| Representatives are available to take your voting instructions \| CONTROL NUMBER: \| Monday through Friday 9:00 a.m. to 11:00 p.m. Eastern Time. \| 123456789112 \| -------------------------------- MAIL: To vote your proxy by mail, check the ~~12 digit control number.~~ ~~3. Follow the instructions~~appropriate voting box on the ~~Web site.~~ ~~4. Once you have voted, you do not need to mail your proxy card.~~
~~By Phone~~	~~1. Call toll-free 866-458-9863.~~ ~~2. Enter the 12 digit control number.~~ ~~3. Follow the recorded instructions.~~ ~~4. Once you have voted, you do not need to mail your proxy card~~
~~By Mail~~	~~Complete and sign your~~reverse side of this proxy card, sign and ~~mail~~date the card IMPORTANT NOTICE REGARDING THE and return it in the enclosed postage-paid ~~envelope received with your shareholder mailing.~~envelope. AVAILABILITY OF PROXY MATERIALS FOR THIS SPECIAL MEETING OF Options below are available 24 hours a day / 7 days a week SHAREHOLDERS TO BE HELD ON NOVEMBER 22, 2011 TOUCHTONE: To ~~ensure~~cast your vote ~~is validated properly, please sign your proxy card as described in~~via a touch-tone voting line, call toll-free THE PROXY STATEMENT FOR THIS 1-888-227-9349 and enter the ~~“Instructions for Signing Proxy Cards” section of your proxy materials.~~
~~In Person~~	~~The Shareholder Meeting will take place April 11, 2011, at 1:00 p.m., Eastern Time, at~~control number to the ~~offices of Rydex Investments, 805 King Farm Boulevard, Suite 600, Rockville, Maryland 20850.~~