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Additional Information About the Rydex Board and the Nominees
The following includes additional information about the current structure of the Trust,Rydex Board as that termwell as its leadership, functioning and composition. The Guggenheim Board, members of which would be aligned and consolidated with the identified members of the Rydex Board, do not have identical practices. If the board alignment and consolidation is definedimplemented, the Rydex Trustees will consider during an upcoming meeting whether any changes to current governance and oversight practices would be appropriate to further enhance existing practices and integrate the Nominees who are not currently Rydex Trustees, based on the skills of the Trustees and the interests of the Funds and their shareholders.
Board Meetings
The Rydex Board is responsible for overseeing the management and affairs of the Funds. The Rydex Board held four regular meetings and no special meetings during each Trust’s most recent fiscal year (which ended December 31, 2018, or March 31, 2019, as applicable). Each Rydex Trustee then in office attended at least 75% of the aggregate of the total number of meetings of the Rydex Board and the total number of meetings held by all committees of the Rydex Board on which the Rydex Trustee served. The Rydex Board has established the committees discussed below. If elected, the Nominees who are not currently Rydex Trustees would be expected to join the committees, and the Rydex Board would consider potential changes to its practices, committee structures and committee charters in light of the board alignment and consolidation.
Board Leadership Structure
The Rydex Board has appointed an Independent Chairperson, Ms. Sponem, who presides at board meetings and who is responsible for, among other things, participating in the planning of board meetings, setting the tone of board meetings and seeking to encourage open dialogue and independent inquiry among the Rydex Trustees and management. In addition, the Independent Chairperson acts as a liaison with officers, counsel and other Rydex Trustees between meetings of the Rydex Board. The Independent Chairperson also may perform such other functions as may be delegated by the Rydex Board from time to time. The Rydex Board established two standing committees (as described below) and has delegated certain responsibilities to those committees, each of which is comprised solely of Independent Trustees. The Rydex Board and its committees meet periodically throughout the year to oversee the Funds’ activities, review contractual arrangements with service providers, review the Funds’ financial statements, oversee compliance with regulatory requirements and review performance. The Rydex Board also may establish informal working groups from time to time to review and address the policies and practices of the Trusts or the Rydex Board with respect to certain specified matters. The Independent Trustees are advised by independent legal counsel experienced in 1940 Act matters and are represented by virtuesuch independent legal counsel at board and committee meetings. The Rydex Board has determined that this leadership structure, including an Independent Chairperson, a supermajority of his affiliation with the Investment
Adviser's parent company.
** Mr. GoldmanIndependent Trustees and committee membership limited to Independent Trustees, is an "interested" personappropriate in light of the Trust, as that term is defined
in the 1940 Act by virtue of his affiliation with the Funds' Investment
Adviser.
The Chairman of the Board, John O. Demaret, is an Independent Trustee.
The Trusts have determined its leadership structure is appropriate given the
specific characteristics and circumstances of the Trusts. The Trusts made this
determination in consideration of, among other things, the fact that the
Chairman of the
Board isCommittees
Audit Committee—Mses. Brock-Kyle and Sponem, and Messrs. Colehour, Dalton, and Lydon, each an Independent Trustee;Trustee, serve on the fact that only two of the
proposed nominees are "interested persons" of the Trusts; the fact that the
chairperson of eachAudit Committee of the Rydex Board (the “Audit Committee”). The Audit Committee is generally responsible for certain oversight matters, such as reviewing the Trusts’ systems for accounting, financial reporting and internal controls and, as appropriate, the internal controls of certain service providers, overseeing the integrity of the Trusts’ financial statements (and the audit thereof), as well as the qualifications, independence and performance of the Trusts’ independent registered public accounting firm. The Audit Committee is also responsible for recommending to the Rydex Board the appointment, retention and termination of the Trusts’ independent registered public accounting firm and acting as a liaison between the Rydex Board and the corresponding Trust’s independent registered public
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accounting firm. The Audit Committee held four meetings during the Trusts’ most recently completed fiscal year.
Governance and Nominating Committee—Mses. Brock-Kyle and Sponem, and Messrs. Colehour, Dalton, and Lydon, each an Independent Trustee; the amount
of assets under management in the Trusts; and the number of Funds (and classes
of shares) overseen by the Board. The Board also believes that its leadership
structure facilitates the orderly and efficient flow of information to the
Independent Trustees from Fund management.
26
BOARD'S CONSIDERATION OF EACH NOMINEE'S QUALIFICATIONS, EXPERIENCE,
ATTRIBUTES OR SKILLS
The Board has concluded that each of the nominees shouldTrustee, serve on the Board becauseGovernance and Nominating Committee. The purpose of his abilitythe Governance and Nominating Committee is to review matters and understand information about the
Trusts and the Funds provided to him by management; to identify and request
other information he may deem relevantmake recommendations to the performance of his duties;Rydex Board pertaining to question managementthe composition, committees and other service providers regarding material factors
bearing on the management and administrationoperations of the Funds;Rydex Board, including Independent Trustee compensation and expense reimbursement. The Governance and Nominating Committee is responsible for recommending qualified candidates to exercise his
business judgmentthe Rydex Board in the event that a position is vacated or created. The Governance and Nominating Committee would consider recommendations by shareholders if a vacancy were to exist and shall assess shareholder recommendations in the same manner that servesas it reviews its own candidates. Such recommendations should be submitted to the best interestsSecretary of the Funds'
shareholders.applicable Trust. The Board has concluded that eachTrusts do not have a standing compensation committee. The Governance and Nominating Committee held three meetings during the Trusts’ most recently completed fiscal years. Additional information regarding the Governance and Nominating Committee may be found in the charter of the Governance and Nominating Committee, which may be found in Appendix A.
Board Consideration of Each Nominee’s Qualifications, Experience, Attributes and Skills
As set forth in Appendix A, the charter of the Governance and Nominating Committee tasks the Committee with periodically reviewing the size and composition of the Rydex Board and making recommendations to the Rydex Board concerning the need to increase or decrease the size of the Rydex Board, or to add individuals with varying professional and social backgrounds or skill sets to provide a mix of knowledge, experience and cultural backgrounds as determined by the Rydex Board to be appropriate and desirable. The Committee has not set minimum qualifications for trustee candidates, and generally considers a variety of factors in considering trustee candidates, including, but not limited to: (i) availability and commitment of a candidate to attend meetings and perform his or her responsibilities on a Board; (ii) relevant industry and related experience; (iii) educational background; (iv) financial expertise; (v) an assessment of the candidate’s ability, judgment and expertise; and (v) overall diversity of a Board’s composition.
The Governance and Nominating Committee does not currently have specific procedures in place to consider nominees should serverecommended by Fund 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 Trustees. The Rydex Board believes that such specific procedures are unnecessary, as the Governance and Nominating Committee would consider and assess recommendations by shareholders, if a Trustee based on hisvacancy were to exist, in the same manner as it reviews its own candidates.
The following is a summary of each Nominee’s qualifications, experience, qualifications, attributes and skills considered by the Governance and Nominating Committee and that, on an individual basis and in combination with those of the other Nominees, served as described below.
The Board has concludeda basis for the Rydex Board’s conclusion that Donald C. Cacciapaglia shouldeach Nominee is qualified to serve (or continue to serve, as Trustee becauseapplicable) as Trustee. The Governance and Nominating Committee considered the factors as its members deemed relevant to evaluating the Nominees and considering whether each Nominee possesses the requisite skills and attributes to carry out the applicable oversight responsibilities with respect to the Funds, including, as applicable, their positions as members of his prior experience workingthe Rydex Board or other trusts in the investment bankingGuggenheim Family of Funds, their business and financial services industries. He is Presidentprofessional background and Chief Operating Officer of
Guggenheim's investment management business. Most recently he was chairman and
CEO of Channel Capital Group Inc. and its subsidiary broker-dealer Channel
Capital Group LLC, an affiliate of Guggenheim Capital, from 2002 through [ ].
From 1996 until 2002 when he joined Channel Capital Group, Mr. Cacciapaglia held
the position of Managing Director and Chief Operating Officer of the Investment
Banking Group at PaineWebber. Additionally, in 1998, he started PaineWebber's
Private Equity Group and assumed responsibility for the coverage of leveraged
buyout firms and the Investment Bank's Business Development Group. Before that,
Mr. Cacciapaglia was Chief Operating Officer of the Short and Intermediate
Trading Group at CS First Boston (1995-1996). From his experience as President
and COO of Guggenheim, and from his prior work experience, Mr. Cacciapaglia has
extensivetheir knowledge of the financial services industryGuggenheim Family of Funds and mutual fund business.the various service providers to such funds. The Board has concludedNominees have varied experiences, attributes and skills that Richard M. Goldman should serve as
Trustee becausemay be utilized in overseeing the operations of the experience he has gainedFunds, including the Funds’ performance and service providers. Generally, no one factor was decisive or controlling in the selection of an individual as a Trustee of each Trust since
2009 and his experience working in the financial services and mutual fund
industries. Nominee.
Randall C. Barnes—Mr. Goldman has gained valuable knowledge and experience from
holding multiple roles with Security Global Investors, LLC and Security Benefit
Corporation. Mr. Goldman also serves as a director for First Security Benefit
Life and Annuity Insurance Company of New York and previously served as a
director of Security Distributors, Inc. Prior to working for Security Benefit,
Mr. Goldman was the President and CEO of ForstmannLeff Associates, an
investment management firm. From his experience as CEO of the Investment
Adviser, as a Trustee, and from his prior work experience, Mr. Goldman has
extensive knowledge of the financial services industry and mutual fund business.
The Board has concluded that Corey A. Colehour should serve as Trustee
because of the experience he has gained as a Trustee of each Trust and his prior
experience working in the financial services industry. Mr. ColehourBarnes has served as a Trustee of Rydex SeriesGuggenheim Funds Trust since 2014, of Transparent Value Trust since 2015, and as a trustee of other funds in the Guggenheim Family of Funds since 1993, Rydex Variable Trust since 1998,
Rydex Dynamic2004. Through his service as a Guggenheim Trustee and a trustee of other funds in the Guggenheim Family of Funds, since 1999,his service on other registered investment company boards, prior employment experience as
11
President of Pizza Hut International and Rydex ETF Trust since 2003.as Treasurer of PepsiCo, Inc. and his personal investment experience, Mr. Colehour
alsoBarnes is experienced in financial, accounting, regulatory and investment matters.
Angela Brock-Kyle—In addition to her service as trustee of the Trusts, Ms. Brock-Kyle has served as a member of the Audit Committee of the Trusts since August 2016, as a member of the Governance and Nominating Committee of the Trusts since November 2017, and as a member of the former Compliance and Risk Oversight Committee of the Trusts from November 2016 to December 31, 2018 and as Chairperson of the Committee from November 2017 to December 31, 2018. Prior to November 2017, when the Governance and Nominating Committees of each Trust. In addition to his experiencethe Trusts were consolidated into a single committee, Ms. Brock-Kyle served as a Trustee for the
Funds and his extensive institutional knowledgemember of the fund complex, Mr.
Colehour acquired valuable knowledge aboutstand-alone Governance Committee from November 2016 to November 2017. Through her prior positions, including with TIAA where she spent 25 years in leadership roles, Ms. Brock-Kyle has gained experience in multiple facets of the financial operations services industry, including institutional investment and portfolio management, enterprise-wide risk management, and liaising with various financial services regulators. Ms. Brock-Kyle also has extensive experience serving on the boards of a registered
investment adviser in his rolepublic, private and non-profit organizations, including service as Presidentaudit committee chair and Senior Vice-President of Schield
Management Company, an SEC registered investment adviser. Mr. Colehour's
significant tenure as a Trusteemember of governance and hisnominating committees. From 2014 to 2018, Ms. Brock-Kyle served as a director of Infinity Property & Casualty Inc., and since 2019 she has served as a director of Hunt Companies, Inc. Ms. Brock-Kyle’s extensive knowledge ofexperience in the financial services industry, qualify Mr. Colehourknowledge of the asset management industry, and experience serving on other boards qualifies her to serve as Trustee.
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The Board has concluded that J. Kenneth Dalton should serve as Trustee
because of his role as a Trustee of each Trust and his extensive knowledge of
the banking and financial services industry.
Donald A. Chubb, Jr.—Mr. DaltonChubb has served as a Trustee of Rydex SeriesGuggenheim Funds Trust since 2013, of Transparent Value Trust since 2015, and as a trustee of other funds in the Guggenheim Family of Funds since 1995, Rydex Variable1994. Through his service as a Guggenheim Trustee and a trustee of other funds in the Guggenheim Family of Funds, and his prior experience in the commercial brokerage and commercial real estate market and service as a director of Fidelity State Bank and Trust since 1998, Rydex Dynamic
Funds since 1999,Company (Topeka, KS), Mr. Chubb is experienced in financial, regulatory and Rydex ETF Trust since 2003. Mr. Dalton alsoinvestment matters.
Dr. Jerry B. Farley—Dr. Farley has served as a memberTrustee of Guggenheim Funds Trust since 2013, of Transparent Value Trust since 2015, and as a trustee of other funds in the Guggenheim Family of Funds since 2005. Dr. Farley currently serves as President of Washburn University and previously served in various executive positions for the University of Oklahoma and Oklahoma State University. He has also been a Certified Public Accountant since 1972 and, although he has not practiced public accounting, his business responsibilities at educational institutions have included all aspects of financial management and reporting. Through his service as a Guggenheim Trustee and a trustee of other funds in the Guggenheim Family of Funds, as well as Chairman of the Audit Committee of Rydex Series Funds since 1997,
Rydex Variable Trust since 1998, Rydex Dynamic Funds since 2006,the Guggenheim Board and Rydex ETF
Trust since 2003; and as a memberhis experience in the administration of the Nominating, Governanceacademic, business and Risk
oversight Committeesfiscal operations of each Trust since 2005 and as a member of the Risk
Oversight Committee since 2010. The expertise Mr. Dalton developed during his
more than thirty years in the mortgage and banking industries,educational institutions, including positionscurrently serving as President of CRAM Mortgage Group, Inc.Washburn University, and as the founder of the
Dalton Group, a mortgage banking consulting firm, serves as a valuable resource
for the Board when evaluating certain of the Funds' investmentsservice on other boards, Dr. Farley is experienced in accounting, financial, regulatory and the
conditions of the banking and mortgage industries in general, and complements
the other Trustees' areas of expertise. Mr. Dalton's service as a trustee for
another mutual fund company also provides invaluable experience and perspective
to the Board and has contributed to Mr. Dalton's knowledge of the mutual fund
business.investment matters. The Guggenheim Board has concludeddetermined that John O. Demaret should serveDr. Farley is an “audit committee financial expert” as Trusteedefined by the U.S. Securities and Chairman of the Board because of the experience he has gained as a Trustee
of each Trust and his experience as Chairman of the Board since 2006. Exchange Commission (“SEC”).
Roman Friedrich III—Mr. DemaretFriedrich has served as a Trustee of Rydex SeriesGuggenheim Funds Trust since 2014, of Transparent Value Trust since 2015, and as a trustee of other funds in the Guggenheim Family of Funds since 1997, Rydex Variable
Trust since 1998, Rydex Dynamic Funds since 1999, and Rydex ETF Trust since
2003. Mr. Demaret also has servedThrough his service as a memberGuggenheim Trustee and a trustee of other funds in the Audit and Risk oversight
CommitteesGuggenheim Family of each Trust. AsFunds, as well as Chairman of the Board, Mr. Demaret has experience
working with allContracts Review Committee of the Trustees, OfficersGuggenheim Board, his prior service on other public company boards, his experience as Founder and management to effectively leadManaging Partner of Roman Friedrich & Company, a financial advisory firm, and communicate with the Board. his prior experience as a senior executive of various financial securities firms, Mr. Friedrich is experienced in financial, investment and regulatory matters.
Thomas F. Lydon, Jr.—In addition to his experienceservice as a Trustee for
the Rydex Funds, Mr. Demaret also was Founder and CEO of Health Costs Controls
America and served as General Counsel of the Chicago Transit Authority, and as a
senior partner in a private legal practice. Based on his prior work experience
and his experience serving as a Trustee and Chairman of the Board, Mr. Demaret
has extensive knowledge of the mutual fund business and financial services
industry.
The Board has concluded that Werner E. Keller, CFA should serve as
Trustee because of the experience he has gained as a Trustee of each Trust since
2005 and his prior experience working in the financial services industry. Mr.
Keller also served as a trustee of the Rydex Capital Partners Sphinx Fund from
2003 to 2007. Mr. Keller has served as a member of the Audit, Governance and
Nominating Committees of each Trust. In addition, Mr. Keller has served as the
Chairman of the Risk Oversight Committee of each Trust since 2010. Mr. Keller
serves as the Financial Expert of the Audit Committee. In addition to his
experience as a Trustee for the Funds, Mr. Keller acquired understanding about
the operations of a registered investment adviser during his tenure as Founder
and President of Centurion Capital Management, an SEC-registered investor
adviser. He also held the position of Director of Research for three NYSE member
firms and taught courses in portfolio management and investment analysis at UCLA
Extension. In addition, he has published several academic articles on
quantitative investment topics. Mr. Keller's service as a Trustee for five
years, specialized prior work experience, and knowledge of the financial
services industry and mutual fund business qualify Mr. Keller to serve as a
Trustee of the Funds.
The Board has concluded that Thomas F. Lydon should serve as Trustee
because of the experience he has gained as a Trustee of each Trust since 2005
and his prior work experience in the financial services industry. Mr. Lydon also
served as a trustee of the Rydex Capital Partners Sphinx Fund from 2003 to 2007.Trusts, Mr. Lydon has served as a member of the Audit Committee of the Trusts since 2005, as Chairperson and member of the Governance and Nominating Committee of the Trusts since November 2017, and as a member of the former Investment and Performance Committee of the Trusts from January 2018 to December 31, 2018. Prior to November 2017, when the Governance and Nominating Committees of each Trust.the Trusts were consolidated into a single committee, Mr. Lydon served as a member of the stand-alone Nominating Committee from 2005 to November 2017
12
and as Chairperson of the Committee from November 2016 to November 2017, and as a member of the stand-alone Governance Committee from 2007 to November 2017. In addition to his experience as a Trustee forof the Funds,Trusts, Mr. Lydon is currently President of Global Trends Investments, an SECa registered investment
28
adviser, where he has served since 1996. Mr. Lydon also has also served on the board of U.S. Global Investors, Inc. (GROW), the investment adviser and transfer agent to thirteen open-end investment companies, since April 1995 and the Board of Trustees of Harvest Volatility Edge Trust since December 2017, and is the editor of ETF Trends, a website specializing in daily news and commentary about the ETF industry. He has also authored two books about ETFs. Based on his experience as a Trustee for five years,of the Trusts, his experience serving on another board, and his related work experience, Mr. Lydon has extensive knowledge of the mutual fund business and the financial services industry.
The Board
Ronald A. Nyberg—Mr. Nyberg has concluded that Patrick T. McCarville should serveserved as
Trustee because of the experience and institutional knowledge he has gained in
his role as Trustee of each Trust. Mr. McCarville has served a Trustee of Rydex
SeriesGuggenheim Funds Trust since 2014, of Transparent Value Trust since 2015, and as a trustee of other funds in the Guggenheim Family of Funds since 1997, Rydex Variable Trust since 1998, Rydex Dynamic2003. Through his service as a Guggenheim Trustee and a trustee of other funds in the Guggenheim Family of Funds, since 1999,as well as Chairman of the Nominating and Rydex ETF Trust since 2003.Governance Committee of the Guggenheim Board, his service on other registered investment company boards, his professional training and experience as an attorney and partner of a law firm, Momkus LLC, and his prior employment experience, including as an attorney and partner of a law firm, Nyberg & Cassioppi, LLC, and Executive Vice President and General Counsel of Van Kampen Investments, an asset management firm, Mr. McCarville alsoNyberg is experienced in financial, regulatory and governance matters.
Sandra G. Sponem—In addition to her service as a Trustee and as Chairperson of the Board of the Trusts, Ms. Sponem has served as a member of the Audit Committee of the Trusts since 2016, as a member of the Governance and Nominating Committee of the Trusts since November 2017, and as a member of the former Investment and Performance Committee of the Trusts from August 2016 to December 31, 2018. Prior to November 2017, when the Governance and Nominating Committees of each Trust. Mr.
McCarville contributesthe Trusts were consolidated into a wealth of business and management experience to the
Board having founded Par Industries, Inc., a well-established equipment leasing
business, and serving as its Chief Executive Officer for more than thirty years.
Mr. McCarville continues to be active in the manufacturing industry and servessingle committee, Ms. Sponem served as a Directormember of Tomco Equipment Co.,the stand-alone Nominating Committee from November 2016 to November 2017. Ms. Sponem gained significant knowledge of the institutional and retail brokerage, securities trading, investment research, investment banking and asset management industries during her tenure as the Chief Financial Officer of Piper Jaffray Companies, Inc. Ms. Sponem also previously held several securities licenses and is a manufacturer of cylinders for CO2
distribution. Based on his extensive business experience and experience serving
as a Trustee, Mr. McCarville hascertified public accountant. Ms. Sponem’s extensive knowledge of accounting and finance and the financial services industry.industry, and the experience she has gained working in various leadership positions in the accounting and finance profession for over 36 years and the financial services industry for over 16 years qualifies her to serve as Trustee. The Rydex Board has concludeddetermined that Roger Somers should serveMs. Sponem is an “audit committee financial expert” as Trustee
because ofdefined by the experience and institutional knowledge he has gained in his role
as Trustee of each Trust. SEC.
Ronald E. Toupin, Jr.—Mr. SomersToupin has served as a Trustee of Rydex SeriesGuggenheim Funds since 1993, Rydex Variable Trust since 1998, Rydex Dynamic2014, of Transparent Value Trust since 2015, and as a trustee of other funds in the Guggenheim Family of Funds since
1999, and Rydex ETF Trust since 2003. Mr. Somers alsoToupin currently serves on the Governing Council of the Independent Directors Council (IDC) of the Investment Company Institute (ICI) and on the Board of Governors of the ICI. Through his service as a Guggenheim Trustee and a trustee of other funds in the Guggenheim Family of Funds, as well as the Independent Chairman of the Guggenheim Board, his service on other registered investment company boards, and his professional training and prior employment experience, including Vice President and Portfolio Manager for Nuveen Asset Management, an asset management firm, Mr. Toupin is experienced in financial, regulatory and investment matters.
Amy J. Lee—Ms. Lee has served as a memberGuggenheim Trustee and as a trustee of other funds in the Guggenheim Family of Funds since 2018. Through her service as Chief Legal Officer of the Audit, GovernanceGuggenheim Funds and Nominating Committeescertain other funds in the Guggenheim Family of each Trust. Mr. Somers has
extensive businessFunds, her service as Senior Managing Director of Guggenheim Investments, as well as her prior experience as Associate General Counsel of Security Benefit Corporation, Ms. Lee is experienced in financial, legal, regulatory and governance matters.
Each Nominee also has familiarity with the founderFunds’ investment adviser (or its affiliates) and presidentother service providers, and their operations, as well as the regulatory requirements governing regulated investment
13
companies and the responsibilities of investment company boards as a transportation
company. Dueresult of their experience overseeing the Funds and/or other funds in the Guggenheim Family of Funds.
References to his businessthe experience, qualifications, attributes and skills of the Nominees are pursuant to requirements of the SEC, do not constitute holding out of any Nominee as having any special expertise or experience and experience serving as a Trustee, Mr.
Somers is very knowledgeable aboutshall not impose any greater responsibility or liability on any such person or on the financial services industry.
IfNominee by reason thereof.
Ownership of Securities
As of June 30, 2019, the nominees are elected, Mr. Demaret would remain the Chairman of
the Board.
PRINCIPAL OFFICERS OF THE FUNDS
Officers of the Funds are appointed by the BoardNominees and serve at the
pleasure of the Board. The following table shows information about the
principal officers, including their ages, their positions with the Trust and
their principal occupations during the past five years. The mailing address of
each officer is 805 King Farm Boulevard, Suite 600, Rockville, Maryland 20850.
Each officer will hold office until his or her successor has been duly elected
or appointed or until his or her earlier death, resignation or removal.
29
30
31
NOMINEE OWNERSHIP OF PORTFOLIO SHARES
The following table shows the dollar amount range of each Nominee's beneficial
ownership ofcurrent Trustees beneficially owned shares of the Funds and all Funds that the nominee would oversee in the familydollar ranges set forth below and also beneficially owned shares of other funds in the Guggenheim Family of Funds in the dollar ranges set forth below. If a Fund is not shown for a Nominee or current Trustee, the Nominee or current Trustee did not beneficially own shares of the Fund as of the end of the most recently completed calendar year.
Dollar amount ranges disclosed are established by the SEC.
32
1 Information provided is as of December 31, 2010.
2 Includes the Trust, Rydex Series Funds, Rydex Variable Trust, Rydex Dynamic
Funds, [Security Equity Fund, Security Large Cap Value Fund, Security Mid Cap
Growth Fund, Security Income Fund and SBL Fund], as applicable.
such date.
None of the nominees who would be Independent TrusteesNominees or their immediate family members had any interest in the Investment AdviserFunds’ investment adviser or Distributor,distributor, or any person controlling, controlled by or under common control with such persons. For this purpose, "immediate“immediate family member"member” includes the Nominee'sNominee’s spouse, children residing the in the Nominee'sNominee’s household and dependents of the Nominee. As of October 3, 2011,June 30, 2019, the Nominees, Trustees and officers as(as a groupgroup) owned less than 1% of the outstanding shares of any share class of each Fund. [Please confirm.]
33
BOARD COMPENSATION
Fund, except as listed in Appendix B.
Name | Fund | Dollar Range of Equity Securities in the Funds | Aggregate Dollar Range of Equity Securities in all Funds Overseen by Trustee in the Guggenheim Family of Funds |
| Randall C. Barnes | None | None | Over $100,000 |
| Angela Brock-Kyle | None | None | None |
Donald A. Chubb, Jr. | U.S. Government Money Market Fund (a series of Rydex Series Funds) | $1-$10,000 | Over $100,000 |
Jerry B. Farley | Biotechnology Fund (a series of Rydex Series Funds) | Over $100,000 | Over $100,000 |
Consumer Products Fund (a series of Rydex Series Funds) | $10,001 - $50,000 | ||
Energy Fund (a series of Rydex Series Funds) | $10,001 - $50,000 | ||
NASDAQ-100® Fund (a series of Rydex Series Funds) | $50,001 - $100,000 | ||
NASDAQ-100® 2x Strategy Fund (a series of Rydex Dynamic Funds) | $10,001 - $50,000 | ||
| Roman Friedrich III | None | None | Over $100,000 |
| Thomas F. Lydon, Jr. | None | None | None |
| Ronald A. Nyberg | None | None | Over $100,000 |
| Sandra G. Sponem | None | None | None |
| Ronald E. Toupin, Jr. | None | None | Over $100,000 |
| Amy J. Lee | S&P 500® Fund (a series of Rydex Series Funds) | Over $100,000 | Over $100,000 |
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Compensation
The following table sets forthIndependent Trustees receive from the Guggenheim Family of Funds a general annual retainer for service on covered boards. Additional annual retainer fees are paid to: the Independent Chair of the Board of each Trust, and the Chair of each of the Audit Committee and the Governance and Nominating Committee. In addition, fees are paid for special Board or Committee meetings, whether telephonic or in-person. The Trusts also reimburse each Independent Trustee for reasonable travel and other out-of-pocket expenses incurred in attending in-person meetings, which are not included in the compensation amounts shown below. Each Fund pays proportionately its respective share of Independent Trustees’ fees and expenses based on relative net assets.
The aggregate compensation paid by each Trust and the broader Guggenheim Family of Funds to each of the Independent Trustees during the Trust’s most recently completed fiscal year(s) is set forth below. The Trustees did not accrue any pension or retirement benefits as part of Trust expenses, nor will they receive any annual benefits upon retirement. The Trustees also did not accrue any deferred compensation nor is any amount of deferred compensation payable by the Trusts.
| Name of Independent Trustee | Aggregate Compen-sation from Rydex Series Funds for the Fiscal Year Ended March 31, 2019 | Aggregate Compen-sation from Rydex Series Funds for the Fiscal Year Ended December 31, 2018 | Aggregate Compen-sation from Rydex Dynamic Funds for the Fiscal Year Ended March 31, 2019 | Aggregate Compensation from Rydex Variable Trust for the Fiscal Year Ended December 31, 2018 | Aggregate Compen-sation from the Fund Complex for the Fiscal Year Ended December 31, 2018* | Aggregate Compen-sation from the Fund Complex for the Fiscal Year Ended March 31, 2019* |
| Angela Brock-Kyle | $181,700 | $151,600 | $29,100 | $27,700 | $261,000 | $249,500 |
| Thomas F. Lydon, Jr. | $182,850 | $151,600 | $29,400 | $27,700 | $261,000 | $249,250 |
| Sandra G. Sponem | $191,600 | $151,600 | $30,800 | $27,700 | $261,000 | $263,000 |
| * | Represents total compensation for service as a Trustee of Rydex Series Funds, Rydex Dynamic Funds, Rydex Variable Trust and Rydex ETF Trust. |
Nominees who are not currently Rydex Trustees received no compensation from the Trusts during the most recently completed fiscal year but received compensation from the Guggenheim Funds trusts for their service on the applicable boards of trustees.
If shareholders approve Proposal 1, it is expected that the Trustees will reconsider their compensation structure such that the members of each board in the Guggenheim Family of Funds will be compensated under a new, unified compensation structure.
The Funds’ investment adviser compensates its officers and directors, who may also serve as officers or Trustees of the Trusts. Currently, all of the Rydex Trustees are Independent Trustees.
Additional Information about the Officers of the Trusts
Officers of the Trusts are elected by the Rydex Board and serve at the pleasure of the Rydex Board. The table in Appendix C shows information about the officers of the Trusts, including their birth years, their positions with the Trusts and their principal occupation(s) during the past five years.
Board’s Role in Risk Oversight
The day-to-day business of the Funds, including the day-to-day management and administration of the Funds and of the risks that arise from the Funds’ investments and operations, is performed by third-party service providers, primarily the Funds’ investment adviser and distributor. Consistent with its responsibility for oversight of the Trusts, the Rydex Board is responsible for overseeing the service providers and thus,
15
has oversight responsibility with respect to the risk management functions performed by those service providers. Risks to the Funds and the Trusts include, among others, investment risk, credit risk, liquidity risk, valuation risk, compliance risk and operational risk, as well as the overall business risk relating to the Funds. Risk management seeks to identify and mitigate the potential effects of risks, i.e., events or circumstances that could have material adverse effects on the business, operations, investment performance or reputation of the Funds. Under the oversight of the Rydex Board, the service providers to the Funds employ a variety of processes, procedures and controls to seek to identify risks relevant to the operations of the Funds and to lessen the probability of the occurrence of such risks and/or to mitigate the effects of such events or circumstances if they do occur. Each service provider is responsible for one or more discrete aspects of the Funds’ business and consequently, for managing risks associated with that activity. Each of the Funds’ investment adviser, distributor and other service providers has its own independent interest in risk management, and its policies and methods of carrying out risk management functions will depend, in part, on its analysis of the risks, functions and business models. Accordingly, Board oversight of different types of risks may be handled in different ways. As part of the Rydex Board’s periodic review of each Fund’s advisory and other service provider agreements, the Rydex Board may consider risk management aspects of the service providers’ operations and the functions for which they are responsible.
The Rydex Board oversees risk management for the fiscal year ended December 31, 2010.
* Represents total compensationFunds directly and through the committee structure the Rydex Board has established. The Rydex Board has established the Audit Committee and the Governance and Nominating Committee to assist in its oversight functions, including its oversight of the risks each Fund faces. For instance, the Audit Committee receives reports from the Funds’ independent registered public accounting firm on internal control and financial reporting matters. Each committee reports its activities to the Rydex Board on a regular basis. The Rydex Board also oversees the risk management of the Funds’ operations by requesting periodic reports from and otherwise communicating with various personnel of the Trusts and their service providers, including, in particular, the Trusts’ Chief Compliance Officer and independent registered public accounting firm and internal auditors for the Funds’ investment adviser or its affiliates, as applicable. In this connection, the Rydex Board requires officers of the Trusts to report to the full Rydex Board on a variety of matters at regular and special meetings of the Rydex Board and its committees, as applicable, including matters relating to risk management. On at least a quarterly basis, the Rydex Board meets with the Trusts’ Chief Compliance Officer, including separate meetings with the Independent Trustees in executive session, to discuss compliance matters and, on at least an annual basis, receive a report from the Chief Compliance Officer regarding the adequacy of the policies and procedures of the Trusts and certain service providers and the effectiveness of their implementation. The Rydex Board, with the assistance of Trust management, reviews investment policies and risks in connection with its review of the Funds’ performance. In addition, the Rydex Board receives reports from the Funds’ investment adviser on the investments and securities trading of the Funds. The Rydex Board has approved Fair Valuation procedures applicable to valuing the Funds’ securities and other assets, which the Audit Committee periodically reviews. The Rydex Board also requires the investment adviser to each Fund to report to the Rydex Board on other matters relating to risk management on a regular and as-needed basis.
The Rydex Board oversees the Funds’ liquidity risks through, among other things, receiving periodic reporting and presentations by investment and other personnel of the Funds’ investment adviser. Additionally, as Trustee of Rydex ETF Trust,
Rydex Series Funds, Rydex Variable Trust and Rydex Dynamic Funds.
** Mr. Goldman is an Interested Trustee, as that term is defined inrequired by Rule 22e-4 under the 1940 Act, the Trusts implemented a liquidity risk management program (the “Liquidity Program”), which is reasonably designed to assess and manage the Funds’ liquidity risks. The Rydex Board, including a majority of the Independent Trustees, approved the designation of a liquidity risk management program administrator (the “Liquidity Program Administrator”), who is responsible for administering the Liquidity Program. The Rydex Board reviews, no less frequently than annually, a written report prepared by virtuethe Liquidity Program Administrator that addresses the operation of his affiliationthe Liquidity Program and assesses its adequacy and effectiveness of implementation.
The Rydex Board recognizes that not all risks that may affect the Funds can be identified, that it may not be practical or cost-effective to eliminate or mitigate certain risks, that it may be necessary to bear certain risks (such as investment-related risks) to seek to achieve the Funds’ investment objectives, and that the processes, procedures and controls employed to address certain risks may be limited in their effectiveness.
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As part of its oversight function, the Rydex Board receives and reviews various risk management reports and assessments and discuss these matters with appropriate management and other personnel. Moreover, despite the Advisor. He doesperiodic reports the Rydex Board receives, the Rydex Board may not receive
compensationbe made aware of all of the relevant information of a particular risk. Most of the Funds’ investment management and business affairs are carried out by or through the the Funds’ investment adviser, distributor and other service providers, most of whom employ professional personnel who have risk management responsibilities and each of whom has an independent interest in risk management, which interest could differ from or conflict with that of the Funds.other funds that are advised by the investment adviser. The following table sets forth compensation paid byrole of the Rydex Dynamic Funds
forBoard and of any individual Trustee is one of oversight and not of management of the fiscal year ended December 31, 2010.
* Represents total compensation for service as Trustee of Rydex ETF Trust,
Rydex Series Funds, Rydex Variable Trust 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.
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With respect to Long/Short Commodities Strategy Fund, Managed Futures
Strategy Fund, Multi-Hedge Strategies Fund and Commodities Strategy Fund, the
following table sets forth compensation paid by Rydex Series Funds for the
fiscal year ended December 31, 2010.
* Represents total compensation for service as Trustee of Rydex Series Funds,
Rydex ETF Trust, Rydex Dynamic Funds, and Rydex Variable Trust.
** 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.
With respect to all other series of Rydex Series Funds, the following
table sets forth compensation paid by Rydex Series Funds for the fiscal year
ended March 31, 2011.
* Represents total compensation for service as Trustee of Rydex Series Funds,
Rydex ETF Trust, Rydex Dynamic Funds, and Rydex Variable Trust.
** 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.
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COMMITTEES AND MEETINGS OF THE BOARD
The Board has overall responsibility to manage and control the businessday-to-day affairs of the Trust,Trusts and this oversight role does not make the Rydex Board a guarantor of the Trusts’ investments, operations or activities. As a result of the foregoing and other factors, the Rydex Board’s risk management oversight is subject to limitations.
Role of Diversity in Considering Board Candidates
In considering Trustee nominee candidates, the Governance and Nominating Committee takes into account a wide variety of factors, including the complete and exclusive authority to oversee
and to establish policies regarding the management, conduct and operationoverall diversity of the Trusts' business.Rydex Board’s composition. The Governance and Nominating Committee believes the Rydex Board held 4 regular meetings,benefits from diversity of background, experience and 2 special meetings,
duringviews among its members, and considers this a factor in evaluating the Trusts' most recent fiscal year. Each Trustee then in office attended
at least 75%composition of the aggregateRydex Board, but has not adopted any specific policy in this regard.
Information About the Trusts’ Registered Public Accounting Firm
Information about the Trusts’ independent registered public accounting firm is provided in Appendix D.
Required Vote
Each shareholder is entitled to one vote for each share held and a fractional vote proportionate to fractional shares held as of the totalRecord Date.
For each Trust, 33 and 1/3% of the shares entitled to vote at the Meeting shall constitute a quorum at the Meeting.
When a quorum is present, a plurality of the shares voted shall elect a Nominee as Trustee. A “plurality” means that Nominees who receive the largest number of meetingsvotes cast (even if they receive less than a majority) will be elected as Trustees. As of the Board and
the total numberdate of meetings held by all committeesthis Joint Proxy Statement, because each of the BoardNominees is the only nominee nominated for the relevant seat, provided a quorum is present at the Meeting, each Nominee is expected to be elected (or re-elected, as the case may be) to the Rydex Board.
Proposal 1 applies on whicha Trust-wide basis, and all series of each Trust (i.e., the Trustee served. The Trusts currently dorespective Funds) and classes thereof will vote together on Proposal 1. However, the vote on Proposal 1 (or any other proposal) or the election of a Nominee by the shareholders of one Trust will not haveaffect Proposal 1 (or any other proposal) or the election of a policyNominee with respect to Trustees' attendancethe other Trusts (e.g., the failure by one Trust to elect one or more Nominees will not affect the election of such Nominee(s) by another Trust). If the Nominees are not elected, the current Trustees will continue to oversee the Funds and the Rydex Board will evaluate other potential options, including the possible appointment of new trustees in compliance with applicable law.
Rydex Board’s Recommendation
THE RYDEX BOARD UNANIMOUSLY RECOMMENDS THAT
SHAREHOLDERS OF THE FUNDS VOTE “FOR”
PROPOSAL 1 (ELECTION OF EACH NOMINEE)
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OTHER BUSINESS
As of the date of this Joint Proxy Statement, the Rydex Trustees knew of no matter to be presented at shareholder meetings. the Meeting other than as set forth in this Joint Proxy Statement. If other business should properly come before the Meeting, proxies will be voted in accordance with the judgment of the persons named in the accompanying proxy.
ADDITIONAL INFORMATION
Shareholder Communications
Shareholders wishing to communicate with the Rydex Board or individual directorsa Rydex Trustee should send such correspondence to the Rydex Board or Rydex Trustee at the Trust'sTrusts’ offices. Shareholder communications will be sent directly to the applicable Board member(s)Rydex Trustee(s). The Board has
established
Investment Adviser
Security Investors, LLC (“Security Investors”), located at 702 King Farm Boulevard, Suite 200, Rockville, Maryland 20850, serves as the following standing committees:
AUDIT COMMITTEE. The Board hasinvestment adviser to each Fund.
Pursuant to the Advisory Agreement between Security Investors and each Trust, Security Investors furnishes investment advisory, statistical and research services to the Funds, supervises and arranges for the purchase and sale of securities on behalf of the Funds, and provides for the compilation and maintenance of records pertaining to the investment advisory functions among other services. Security Investors is registered with the Commodity Futures Trading Commission (“CFTC”) as a standing Audit Committee thatcommodity pool operator (“CPO”) and is composeda member of the National Futures Association (“NFA”) in such capacities. Security Investors serves as the CPO of the Multi-Hedge Strategies Fund and Commodities Strategy Fund, each a series of Rydex Series Funds and Rydex Variable Trust, the Managed Futures Strategy Fund, a series of Rydex Series Funds, and the Global Managed Futures Strategy Fund, a series of Rydex Variable Trust.
Administrator, Transfer Agent and Distributor
MUFG Investor Services (US), LLC, 805 King Farm Boulevard, Suite 600, Rockville, Maryland 20850, serves as the transfer agent for each of the non-interested trusteesFunds pursuant to an Amended and Restated Service Agreement with the Trusts, and acts as the administrative agent for each of the Trusts. The Audit
Committee operatesFunds pursuant to an Accounting Services Agreement with the Trusts, as amended.
Guggenheim Funds Distributors, LLC (“GFD”), 702 King Farm Boulevard, Suite 200, Rockville, Maryland 20850, a Delaware limited liability company, serves as the principal underwriter for shares of the Trusts pursuant to a written charter approvedDistribution Agreement between each Trust and GFD.
Voting Information
Proxy Solicitation. The principal solicitation of proxies will be by the Board. The
principal responsibilitiesmailing of this Joint Proxy Statement, but proxies may also be solicited by telephone and/or in person by representatives of the Audit Committee include: recommending which
firm to engageTrusts, regular employees of Guggenheim Investments or its affiliate(s), or AST Fund Solutions, LLC, the Funds’ proxy solicitor. If we have not received your vote as the Trusts' independent registered public accounting firmdate of the Meeting approaches, you may be contacted by a representative of the Funds or AST Fund Solutions, LLC, the Funds’ proxy solicitor, reminding you to vote your shares. Arrangements will be made with brokerage houses and whetherother custodians, nominees, and fiduciaries to terminate this relationship; reviewingforward proxies and proxy materials to their principals.
Cost of the independent registered
public accounting firm's compensation,Meeting. The cost of the proposed scopeMeeting, including the costs of retaining AST Fund Solutions, LLC, the Funds’ proxy solicitor, preparing and termsmailing 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
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clients, will be borne by the Funds. The estimated cost of retaining AST Fund Solutions, LLC as proxy solicitation agent for the Funds is approximately $111,302. The costs of the Meeting will be allocated among the Funds based on each Fund’s number of shareholder accounts and net assets.
Shareholder Voting. If you were a shareholder of record of any of the Funds as of the close of business on the Record Date, you are entitled to notice of, and to vote at, the Meeting, even if you no longer own Fund shares. Information regarding the number of shares outstanding for each Fund and for each class of each Fund as of the Record Date is provided in Appendix E. The persons who are known to have owned beneficially 5% or more of a class of a Fund’s outstanding shares as of August 15, 2019 are listed in Appendix F.
The person(s) named as proxies on the enclosed proxy card will vote in accordance with your directions marked on the proxy card, if your proxy is received properly executed. If we receive your proxy, and it is executed properly, but you give no voting instructions, your shares will be voted “FOR” Proposal 1.
In order that your shares may be represented at the Meeting, you are requested to vote your shares by mail, Internet or telephone by following the enclosed instructions. We encourage you to vote as soon as possible to make sure that each Fund receives enough votes to act on Proposal 1. Unless you attend the Meeting to vote in person, your vote (cast by mail, Internet or telephone) must be received by the applicable Trust prior to 11:59 p.m. Eastern Time on October 23, 2019. IF YOU VOTE BY TELEPHONE OR INTERNET, PLEASE DO NOT RETURN YOUR PROXY CARD, UNLESS YOU LATER ELECT TO CHANGE YOUR VOTE. You may revoke your proxy before the vote pursuant to that proxy is taken by: (a) written notice of its engagement,revocation to the Trust(s); (b) the subsequent execution of another proxy; (c) attending the Meeting and voting in person; or (d) written notice of the death or incapacity of the maker of the proxy received by the Trust(s) before the vote pursuant to that proxy is counted.
Only shareholders or their duly appointed proxies can attend the Meeting. If you wish to attend the Meeting and vote in person, you can do so. If you intend to attend the Meeting in person and you are a record holder of a Fund’s shares, in order to gain admission you must show photographic identification, such as your driver’s license. If you intend to attend the Meeting in person and you hold your shares through a bank, broker or other custodian, in order to gain admission you must show photographic identification, such as your driver’s license, and satisfactory proof of ownership of shares of a Fund, such as your voting instruction form (or a copy thereof) or broker’s statement indicating ownership as of the Record Date. If you hold your shares in a brokerage account or through a bank or other nominee, you will not be able to vote in person at the Meeting unless you have previously requested and obtained a “legal proxy” from your broker, bank or other nominee and present it at the Meeting. You may contact the Funds at 1-800-345-7999 to obtain directions to the site of the Meeting.
Certain of the Funds invest in other funds in the Guggenheim Family of Funds. As such, the Funds are shareholders of record of, and own shares with voting rights of, these other funds in the Guggenheim Family of Funds. Consistent with applicable proxy voting policies and procedures, the votes cast by the Funds’ shareholders on Proposal 1 will be echo-voted by the Funds with respect to their shares of such other funds in the Guggenheim Family of Funds.
Abstentions and Broker Non-Votes. Abstentions and “broker non-votes” will be counted toward establishing a quorum but will not be counted as votes cast with respect to Proposal 1. Accordingly, assuming the relevant quorum is present, abstentions and broker non-votes will have no effect on Proposal 1. “Broker non-votes” are shares held by a broker or nominee as to which instructions have not been received from the beneficial owners or persons entitled to vote, and the firm's independence; serving asbroker or nominee does not have discretionary authority to vote with respect to a channelparticular proposal.
In addition, broker-dealer firms holding shares of communication
betweena Fund in “street name” for the independent registered public accounting firmbenefit of their customers and clients may request the Board;
reviewinginstructions of such customers and clients on how to vote their shares on Proposal 1 before the results of each external audit, including any qualifications inMeeting. Under 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 audit, if
any, reports submitted to the Committee by the Trusts' service providers that
are material to the Trusts as a whole, and management's responses to any such
reports; reviewing the Trusts' audited financial statements and considering any
significant disputes between the Trusts' 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 Trusts' senior internal accounting
executive, the independent registered public accounting firm's report on the
adequacyrules of the Trusts' internal financial controls; reviewing, in consultation
with the Trusts' independent registered public accounting firm, major changes
regarding auditing and accounting principles and practices to be followed when
auditing the Trusts' financial statements; and other audit related matters.
Messrs. Colehour, Dalton, Demaret, Keller, Lydon, McCarville and Somers serve asNew York Stock Exchange (the “NYSE”), broker-dealers that are members of the Audit Committee.NYSE that have not received instructions from a customer may grant
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authority to the proxies designated to vote on Proposal 1. A properly executed proxy card or other authorization by a beneficial owner of shares that does not specify how the beneficial owner’s shares should be voted on Proposal 1 may be deemed an instruction to vote such shares in favor of Proposal 1. Broker-dealers who are not members of the NYSE may be subject to other rules, which may or may not permit them to vote your shares without instruction. We urge you to provide instructions to your bank, broker or other nominee so that your votes may be counted.
Adjournment. The Audit Committee met four timesPresident of the Trusts has the authority to adjourn the Meeting from time to time until either a quorum shall be present or a date not more than 120 days after the original record date or another date and time within a reasonable time after the date set for Meeting.
A shareholder vote may be taken on Proposal 1 (or other proposal) as it relates to a Trust prior to any adjournment if sufficient votes for approval have been received and it is otherwise appropriate. Such vote would be considered final regardless of whether the Meeting is adjourned to permit additional solicitation with respect to Proposal 1 as it relates to the other Trusts or any other proposal relating to the Trusts.
Shareholders Sharing the Same Address. As permitted by law, only one copy of the Notice of Internet Availability of Proxy Materials and/or this Joint Proxy Statement may be delivered to shareholders residing at the same address, unless such shareholders have notified the Trusts of their desire to receive multiple copies of the shareholder reports and proxy statements that the Trusts send. If you would like to receive an additional copy, please contact the Trusts by writing to the Trusts’ address, or by calling the telephone number shown on the front page of this Joint Proxy Statement. The applicable Trust will then promptly deliver, upon request, a separate copy of the Notice of Internet Availability of Proxy Materials and/or this Joint Proxy Statement to any shareholder residing at an address to which only one copy was mailed. Shareholders wishing to receive separate copies of a Trust’s Notice of Internet Availability of Proxy Materials and/or proxy statements in the most
recently completed fiscal year.
future, and shareholders sharing an address that wish to receive a single copy if they are receiving multiple copies, should also send a request as indicated.
Shareholder Proposals
As a general matter, each Trust does not hold annual meetings of shareholders. Shareholders wishing to submit proposals for inclusion in a proxy statement for a subsequent shareholders’ meeting should send their written proposal to the Secretary of the applicable Trust.
Proposals must be received a reasonable time before the Trusts begin to print the proxy materials in order to be considered for inclusion in the proxy materials for the meeting. Timely submission of a proposal does not, however, necessarily mean that the proposal will be included. The person(s) named as proxies for any subsequent shareholders’ meeting will vote in accordance with their judgment with respect to proposals submitted on an untimely basis.
PROMPT EXECUTION AND RETURN OF THE ENCLOSED PROXY CARD IS REQUESTED. A SELF-ADDRESSED, POSTAGE-PAID ENVELOPE IS ENCLOSED FOR YOUR CONVENIENCE, ALONG WITH INSTRUCTIONS ON HOW TO VOTE OVER THE INTERNET OR BY TELEPHONE.
By order of the Rydex Board,
Sandra G. Sponem
Chairperson of the Boards of Trustees of Rydex Series Funds, Rydex Dynamic Funds and Rydex Variable Trust
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APPENDIX A
RYDEX SERIES FUNDS
RYDEX DYNAMIC FUNDS
RYDEX VARIABLE TRUST
GOVERNANCE COMMITTEE.AND NOMINATING COMMITTEE CHARTER
I. THE COMMITTEE
The Governance and Nominating Committee (the “Committee”) of the Rydex Series Funds, Rydex Dynamic Funds and Rydex Variable Trust (each a “Trust” and collectively, the “Trusts”) shall be composed of at least three members, each of whom is a Trustee who is not an “interested person” of the Trusts (each an “Independent Trustee”) as defined in Section 2(a)(19) of the Investment Company Act of 1940, as amended. The Board has a standing Governanceof Trustees of the Trusts (the “Board”) shall appoint the members of the Committee that operates under a written charter approved byand shall designate one member of the Board. Committee to act as the chairperson of the Committee. All members of the Committee shall serve for the term provided in the by-laws.
II. PURPOSE OF THE COMMITTEE
The role of the Governance Committee isshall be to assist the Board in assuring the effective and efficient governance of the Trusts, including: (i) monitoring and makingTrusts.
III. COMMITTEE FUNCTIONS AND RESPONSIBILITIES
| a. | Chairperson of the Board |
The Committee shall make a recommendation to the Board regarding the independent Chairperson of the Board, if any.
| b. | Committees of the Board |
The Committee shall make recommendations to the Board regarding committees of the Board, including the responsibilities of those committees asto be reflected in written committee charters, committee assignments, and term limits for committee assignments; (ii) makingmembers, if any.
| c. | Term Limits and Retirement Policies |
The Committee shall make recommendations to the Board regarding the appropriateness of adopting term limits andor retirement policies applicable to the Independent Trustees, and what any such term limits or retirement policies may be.
| d. | Trustee Compensation and Expense Reimbursement |
| i. | The Committee shall consider and make recommendations to the Board concerning the compensation of the Independent Trustees, and any special compensation for serving as the Chairperson of the Board or as a member of a committee of the Board. Such recommendations shall be made no less frequently than annually. |
| ii. | The Committee shall consider and recommend to the Board written expense reimbursement policies applicable to the Independent Trustees. |
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| e. | Size and Composition of the Board |
| i. | The Committee shall periodically review the size and composition of the Board and shall make recommendations to the Board concerning the need to increase or decrease the size of the Board or to add individuals with varying professional and social backgrounds or skill sets in order to provide an appropriate mix of knowledge, experience and cultural backgrounds on the Board. |
| ii. | The Committee, with the assistance of counsel, shall review the independence of incumbent Independent Trustees and shall make recommendations to the Board in the event it determines that an incumbent Trustee no longer satisfies applicable standards of independence. |
| iii. | As needed, the Committee or a subset thereof shall function as a Nominating Committee with the responsibility to identify and evaluate candidates for Board membership and to make a recommendation to the Board. |
| f. | Orientation and Education |
The Committee shall oversee the process of the Trusts; (iii) considering and making
recommendations to the Board concerning the compensationproviding orientation of the Independent
Trustees, the Independent Chairman of the
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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 the continuing education of incumbent Independent Trustees;
(vi) monitoring the independence and performance of legal counsel to the
Independent Trustees and making recommendationsTrustees.
| g. | Independent Legal Counsel |
The Committee shall make a recommendation to the Independent Trustees regarding the selection of independent counsel to the Independent Trustees;
(vii) overseeingTrustees and periodically monitor the independence, performance and compensation of legal counsel to the Independent Trustees.
| h. | Self-assessment of the Board |
The Committee shall oversee the process regarding the Board's periodicBoard’s annual self-assessments, and makingshall make recommendations to the Board concerning that process;process. To enhance this process, the Committee may recommend periodic evaluations of the performance of individual Independent Trustees.
| i. | Other Governance Matters |
The Committee shall consider and (viii) makingmake 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 Trusts. Messrs. Keller, Lydon,Trusts, including the performance of individual Independent Trustees, the need to assign inside or outside staff or consultants to support the Independent Trustees, the adequacy and McCarville serveappropriateness of insurance coverage for the Board, and adoption of governance policies that may be considered “best practices.”
IV. MEETINGS OF THE BOARD
| a. | Meetings |
The Committee shall recommend to the Board the number and length of Board meetings each year, which meetings shall be no less frequently than quarterly.
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| b. | Board Meeting Process |
The Committee shall make recommendations to the Board concerning processes intended to promote effective and efficient meetings, which may relate to, among other topics, the setting of agendas for Board meetings, scheduling of Committee meetings and executive sessions, and coordination with management on presentations to the Board.
V. COMMITTEE PROCEDURES
| a. | Meetings |
| i. | The Committee shall meet shall meet as often as it deems necessary in open or executive session. Meetings of the Committee may be called on reasonable notice by the Chairperson of the Committee or by the Independent Chairperson of the Board. |
| ii. | One or more Committee members shall establish, in consultation with others as appropriate, an agenda for each meeting. The chairperson will cause notice of each meeting, together with the agenda and any related materials to be sent to each member, normally at least one week before the meeting. |
| iii. | The Committee may invite members of the Board, management, counsel to the Independent Trustees, Fund counsel, advisers, sub-advisers and others to attend its meetings as it deems appropriate. |
| iv. | A majority of the members of the Committee shall constitute a quorum for the transaction of business at any meeting of the Committee. The action of a majority of the members of the Committee present at a meeting at which a quorum is present shall be the action of the Committee. The Committee may meet in person or by telephone, and the Committee may act by written consent, to the extent permitted by law and by the applicable Trust’s by-laws. The chairperson, or a person designated by the chairperson, shall take minutes of all meetings of the Committee, copies of which shall be furnished to the Board. In the event of any inconsistency between this Charter and a Trust’s organizational documents, the provisions of the Trust’s organizational documents shall govern. |
| b. | Reports to the Board |
The Committee shall report its activities to the Board and make such recommendations as membersare called for under this Charter or as the Committee may otherwise deem necessary or appropriate.
| c. | Committee Charter |
The Committee shall annually review its activities and the adequacy of this Charter and recommend changes to the Board as needed.
| d. | Resources |
The Committee shall have the resources appropriate to discharge its responsibilities, including the authority to consult with counsel and to retain, at the Trusts’ expense, such other experts or advisors as the Committee deems necessary or appropriate.
Amended: November 2018
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APPENDIX B
NOMINEES, TRUSTEES AND MANAGEMENT OWNERSHIP
As of June 30, 2019, the Nominees, Trustees and officers (as a group) owned of record or beneficially less than 1% of the Governance Committee. Foroutstanding shares of any share class of each Fund, except as follows:
Fund | Title of Class | Percentage of Class |
Long Short Equity Fund (a series of Rydex Series Funds) | Institutional Class | 1.99% |
Managed Futures Strategy Fund (a series of Rydex Series Funds) | Institutional Class | 3.37% |
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APPENDIX C
OFFICERS OF THE TRUSTS
In the most recently completed fiscal
year,table below, the Governance Committee met once.
NOMINATING COMMITTEE. The Boardterm “Fund Complex” has a separate standing Nominating
Committee that operates under a written charter approved by the Board, attached
heretosame meaning as Appendix T. The roleGuggenheim Family of the Nominating Committee is to identify,
evaluate and nominate individuals to serve as trustees of the Trusts including,
shareholder recommendations for nominations to fill vacancies on 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.
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.
Funds.
Name, Address1 and Year of Birth of Officers | Position(s) Held with the Trusts | Term of Office and Length of Time Served2 | Principal Occupation(s) During the Past 5 Years |
Amy J. Lee (1961) | President | Since 2017 (Rydex Series Funds, Rydex Dynamic Funds and Rydex Variable Trust) | Current: Interested Trustee, certain other funds in the Fund Complex (2018-present); Chief Legal Officer, certain other funds in the Fund Complex (2014-present); Senior Managing Director, Guggenheim Investments (2012-present); and Vice President, certain other funds in the Fund Complex (2007-present). Former: Interested Trustee, certain other funds in the Fund Complex (2018-February 2019); President and Chief Executive Officer, certain other funds in the Fund Complex (2017-2018); and Vice President, Associate General Counsel and Assistant Secretary, Security Benefit Life Insurance Company and Security Benefit Corporation (2004-2012). |
Michael P. Byrum (1970) | Vice President | Since 2000 (Rydex Series Funds, Rydex Dynamic Funds and Rydex Variable Trust) | Current: Senior Vice President, Security Investors, LLC (2010-present); Senior Managing Director, Guggenheim Investments (2010-present); and Vice President, certain other funds in the Fund Complex (2010-present). Former: Manager, Guggenheim Specialized Products, LLC (2005-2018); and Director (2008-2010), Chief Investment Officer (2006-2010), President (2004-2010) and Secretary (2002-2010), Rydex Advisors, LLC and Rydex Advisors II, LLC. |
William Rehder (1967) | Assistant Vice President | Since 2018 (Rydex Series Funds, Rydex Dynamic Funds and Rydex Variable Trust) | Current: Managing Director, Guggenheim Investments (2002-present). |
Mark E. Mathiasen (1978) | Secretary | Since 2017 (Rydex Series Funds, Rydex Dynamic Funds and Rydex Variable Trust) | Current: Secretary, certain other funds in the Fund Complex (2007-present); and Managing Director, Guggenheim Investments (2007-present). |
C-1
Name, Address1 and Year of Birth of Officers | Position(s) Held with the Trusts | Term of Office and Length of Time Served2 | Principal Occupation(s) During the Past 5 Years |
Michael P. Megaris (1984) | Assistant Secretary | Since 2018 (Rydex Series Funds, Rydex Dynamic Funds and Rydex Variable Trust) | Current: Assistant Secretary, certain other funds in the Fund Complex (2014-present); and Director, Guggenheim Investments (2012-present). |
| Elisabeth Miller (1968) | Chief Compliance Officer | Since 2012 (Rydex Series Funds, Rydex Dynamic Funds and Rydex Variable Trust) | Current: Chief Compliance Officer, certain other funds in the Fund Complex (2012-present); Senior Managing Director, Guggenheim Investments (2014-present); and Vice President, Guggenheim Funds Distributors, LLC (2014-present). Former: Chief Compliance Officer, Security Investors, LLC and Guggenheim Funds Investment Advisors, LLC (2012- 2018); Chief Compliance Officer (2009-2014) and Senior Manager (2004-2014), Guggenheim Distributors, LLC; and Senior Manager, Security Investors, LLC (2004- 2014). |
Margaux M. Misantone (1978) | AML Chief Compliance Officer | Since 2017 (Rydex Series Funds, Rydex Dynamic Funds and Rydex Variable Trust) | Current: Chief Compliance Officer, Security Investors, LLC and Guggenheim Funds Investment Advisors, LLC (2018-present); AML Officer, certain other funds in the Fund Complex (2017-present); and Managing Director, Guggenheim Investments (2013-present). Former: Assistant Chief Compliance Officer, Security Investors, LLC and Guggenheim Funds Investment Advisors, LLC (2015-2018). |
John L. Sullivan (1955) | Chief Financial Officer and Treasurer | Since 2016 (Rydex Series Funds, Rydex Dynamic Funds and Rydex Variable Trust) | Current: CFO, Chief Accounting Officer and Treasurer, certain other funds in the Fund Complex (2010-present); Senior Managing Director, Guggenheim Investments (2010-present). Former: Managing Director and Chief Compliance Officer, each of the funds in the Van Kampen Investments fund complex (2004-2010); Managing Director and Head of Fund Accounting and Administration, Morgan Stanley Investment Management (2002-2004); and CFO and Treasurer, Van Kampen Funds (1996-2004). |
C-2
Name, Address1 and Year of Birth of Officers | Position(s) Held with the Trusts | Term of Office and Length of Time Served2 | Principal Occupation(s) During the Past 5 Years |
| James Howley (1972) | Assistant Treasurer | Since 2016 (Rydex Series Funds, Rydex Dynamic Funds and Rydex Variable Trust) | Current: Managing Director, Guggenheim Investments (2004-present); and Assistant Treasurer, certain other funds in the Fund Complex (2006-present). Former: Manager, Mutual Fund Administration of Van Kampen Investments, Inc. (1996-2004). |
Glenn McWhinnie (1969) | Assistant Treasurer | Since 2016 (Rydex Series Funds, Rydex Dynamic Funds and Rydex Variable Trust) | Current: Vice President, Guggenheim Investments (2009-present); and Assistant Treasurer, certain other funds in the Fund complex (2016-present). Former: Tax Compliance Manager, Ernst & Young LLP (1996-2009). |
Adam J. Nelson (1979) | Assistant Treasurer | Since 2016 (Rydex Series Funds, Rydex Dynamic Funds and Rydex Variable Trust) | Current: Vice President, Guggenheim Investments (2015-present); and Assistant Treasurer, certain other funds in the Fund Complex (2015-present). Former: Assistant Vice President and Fund Administration Director, State Street Corporation (2013-2015); Fund Administration Assistant Director, State Street (2011-2013); and Fund Administration Manager, State Street (2009-2011). |
Kimberly Scott (1974) | Assistant Treasurer | Since 2016 (Rydex Series Funds, Rydex Dynamic Funds and Rydex Variable Trust) | Current: Director, Guggenheim Investments (2012-present); and Assistant Treasurer, certain other funds in the Fund Complex (2012-present). Former: Financial Reporting Manager, Invesco, Ltd. (2010-2011); Vice President/Assistant Treasurer, Mutual Fund Administration of Van Kampen Investments, Inc./Morgan Stanley Investment Management (2009-2010); and Manager of Mutual Fund Administration, Van Kampen Investments, Inc./Morgan Stanley Investment Management (2005-2009). |
C-3
Name, Address1 and Year of Birth of Officers | Position(s) Held with the Trusts | Term of Office and Length of Time Served2 | Principal Occupation(s) During the Past 5 Years |
Jon Szafran (1989) | Assistant Treasurer | Since 2017 (Rydex Series Funds, Rydex Dynamic Funds and Rydex Variable Trust) | Current: Vice President, Guggenheim Investments (2017-present); and Assistant Treasurer, certain other funds in the Fund Complex (2017-present). Former: Assistant Treasurer of Henderson Global Funds and Manager of US Fund Administration, Henderson Global Investors (North America) Inc. (“HGINA”), (2017); Senior Analyst of US Fund Administration, HGINA (2014-2017); Senior Associate of Fund Administration, Cortland Capital Market Services, LLC (2013-2014); and Experienced Associate, PricewaterhouseCoopers LLP (2012-2013). |
| 1. | The business address of each officer is c/o Guggenheim Investments, 702 King Farm Boulevard, Suite 200, Rockville, Maryland 20850. |
| 2. | Each officer serves an indefinite term, until his or her successor is duly elected and qualified. Time served may include time served in the respective position for any predecessor entities. |
C-4
APPENDIX D
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM AND RELATED FEES
The firm of Ernst & Young LLP ("(“Ernst & Young"Young”) has been selected as independent auditorsauditor of the Trusts for theeach Trust’s current fiscal year. Ernst & Young has confirmed to the Audit Committee of each Board 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 have the opportunity to make a 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 Trusts and to the Investment AdviserFunds’ investment advisers and itstheir affiliates for the two most recently completed fiscal years of the Trusts is provided below. The Audit Committee is responsible for the engagement,
37
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 makesmake a determination with respect to Ernst & Young'sYoung’s independence each year. For the two most recent fiscal years for each ifof the Funds, none of the services provided to the Trusts or described under "Audit-Related“Audit-Related Fees," "Tax
Fees,"” “Tax Fees” and "All“All Other Fees"Fees” were approved by the Audit Committee pursuant to the de minimis exception to the pre-approval requirements. The Audit Committee has considered whether the provision of any non-audit services not pre-approved by the Audit Committee provided by Ernst & Young to each Fund’s investment adviser and any entity controlling, controlled by or under common control with the investment adviser is compatible with maintaining the independent registered public accounting firm’s independence.
The following table sets forth the aggregate fees billed by Ernst & Young for professional services rendered to the Trustseach Trust during the two most recent fiscal years.
RYDEX SERIES FUNDS | RYDEX DYNAMIC FUNDS | RYDEX VARIABLE | |
| Audit Fees | 03/31/19: $849,312 12/31/ | 03/31/19: $146,006 | 12/31/ |
03/31/18: $867,833 12/31/ | 03/31/ | 12/31/ | |
| Audit-Related Fees | 03/31/19: $0 12/31/ | 03/31/19: $0 | 12/31/ |
03/31/ 12/31/ | 03/31/18: $0 | 12/31/ | |
| Tax Fees | 03/31/19: $455,018 12/31/ | 03/31/ | 12/31/ |
03/31/18: $453,793 12/31/ | 03/31/18: $65,483 | 12/31/ | |
| All Other Fees | 03/31/ 12/31/ | 03/31/19: $0 | 12/31/ |
03/31/18: $0 12/31/ | 03/31/ | 12/31/ | |
Aggregate Non-Audit Fees | 03/31/19: $455,018 12/31/ | 03/31/19: $74,464 | 12/31/ |
03/31/ 12/31/ | 03/31/18: $65,483 | 12/31/ | |
Audit Fees. The aggregate fees billed by Ernst & Young for the audit of the annual financial statements in connection with statutory and regulatory filings.
AUDIT-RELATED FEES.
D-1
Audit-Related Fees. The aggregate fees billed by Ernst & Young for assurance and related services reasonably related to the performance of the annual audit or review of the Trust'sa Trust’s financial statements (and not reported above).
TAX FEES.
Tax Fees. The aggregate tax fees billed by Ernst & Young for professional services rendered for tax compliance, tax advice and tax planning, including preparation of tax returns and distribution assistance.
ALL OTHER FEES.
All Other Fees. The aggregate fees billed by Ernst & Young for products and services provided by Ernst & Young to the Funds, other than the services reported above.
38
AGGREGATE NON-AUDIT FEES.
Aggregate Non-Audit Fees. The aggregate non-audit fees were for tax fees billed by Ernst & Young for professional services rendered for tax compliance, tax advice, and tax planning, including preparation of tax returns and distribution assistance. All non-audit services rendered were pre-approved by the Audit Committee. As such, the Audit Committee has considered these services in maintaining Ernst & Young'sYoung’s independence.
BOARD RECOMMENDATION ON PROPOSAL 5
THE TRUSTEES UNANIMOUSLY RECOMMEND THAT
SHAREHOLDERS OF THE FUNDS VOTE "FOR" THE
ELECTION OF EACH NOMINEE
39
PROPOSAL 6--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 approval to the Fund's shareholders. The 1940
Act generally requires that a written sub-advisory agreement be approved by the
affirmative vote of a majority of the outstanding shares of a fund. The
appointment of a new sub-adviser or material modification of an existing
sub-advisory agreement must also be presented for approval by a fund's
shareholders under the 1940 Act. The SEC has previously issued an order
permitting the Investment Adviser, for a fund for which it serves as investment
adviser, to enter into a new sub-advisory agreement or materially amend an
existing sub-advisory agreement with an unaffiliated sub-adviser, subject to
approval by the Board (including a majority of the Independent Trustees), but
without obtaining shareholder approval (the "Manager of Managers Order").
Each Fund may rely upon the Manager of Managers Order only if, among
other things, the Fund's shareholders have approved the arrangement.
Shareholders of each Fund are therefore being asked to approve the manager of
managers arrangement 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 approval by shareholders. The manager of managers
arrangement has previously been implemented by other funds managed by the
Investment Adviser.
"MANAGER OF MANAGERS" ARRANGEMENT
On January 12, 2000, the SEC issued the Manager of Managers Order
permitting the Investment Adviser, with the approval of the Board, to enter into
or materially modify sub-advisory agreements with unaffiliated sub-advisers
without requiring shareholder approval. The Investment Adviser anticipates that
this relief would benefit shareholders to the extent that it will give the
Investment Adviser additional flexibility to implement sub-adviser changes or
materially modify sub-advisory agreements with unaffiliated sub-advisers when
needed, and to avoid expensive proxy solicitations. The Fund would obtain
shareholder approval of a sub-advisory agreement (or a material amendment
thereto) with a sub-adviser considered to be an "affiliated person," as defined
in the 1940 Act, of the Fund or the Investment Adviser, other than by reason of
serving as a sub-adviser to the Fund.
The Investment Adviser believes that the Manager of Managers Order
would enable the Funds to operate with greater efficiency by allowing the
Investment Adviser to employ sub-advisers best suited to the needs of a Fund,
without incurring the expense and delays associated with obtaining shareholder
approval of sub-advisers or material amendments to sub-advisory agreements with
sub-advisers that are not affiliated with the Investment Adviser.
The Investment Adviser provides management services to the Funds,
including overall supervisory responsibility for the general management and
investment of each Fund. If the proposal is approved, the Investment Adviser,
subject to the review and approval by the Board, would, in connection with the
appointment of an investment sub-adviser for a Fund: (a) set the Fund's overall
investment strategies; (b) evaluate, select and recommend sub-advisers to manage
all or a part of the Fund's assets; (c) when appropriate, allocate and
reallocate a Fund's assets among multiple sub-adviser(s); (d) monitor and
evaluate the investment performance of the
40
Fund's sub-adviser(s); and (e) implement procedures reasonably designed to
ensure that the Fund's sub-adviser(s) comply with the relevant Fund's investment
objectives, policies, and restrictions.
CONDITIONS OF THE EXEMPTIVE RELIEF
Under the terms of the Manager of Managers Order, the Investment
Adviser and the Funds are, and would continue to be, subject to several
conditions imposed by the SEC. In addition, the Board and the Investment Adviser
would not be able to enter into or materially amend a sub-advisory agreement
with an affiliated sub-adviser without complying with the 1940 Act and
applicable regulations governing shareholder approval of advisory agreements.
In order to rely on the Manager of Managers Order, a majority of the
Board must consist of Independent Trustees, and the nomination of new or
additional Independent Trustees must be at the discretion of the then existing
Independent Trustees. In addition, within 90 days of the appointment of any new
sub-adviser, the Investment Adviser is required to provide the Fund's
shareholders with all information about the new sub-adviser that would be
included in a proxy statement, including any changes caused by the addition of
the new sub-adviser. A Fund relying on the Manager of Managers Order must
disclose in its prospectus the existence, substance and effect of the Manager of
Managers Order and must prominently disclose that the Investment Adviser has
ultimate responsibility to oversee the sub-advisers and recommend their hiring,
termination and replacement.
If shareholders of a Fund do not approve the manager of managers
arrangement, it will not be implemented and that Fund will continue to be
required to obtain shareholder approval of the retention of a sub-adviser of the
Fund or any material changes to a sub-advisory agreement. The Investment
Adviser anticipates that, if this proposal is approved by shareholders, it would
rely on the order to enter into a new sub-advisory agreement with respect to the
two Funds sub-advised by DWA shortly after the approval of this proposal as
there may also be a change in control transaction relating to DWA in the
upcoming months.
BOARD CONSIDERATIONS IN APPROVING THE "MANAGER OF MANAGERS" ARRANGEMENT
In determining whether to approve a "manager of managers" arrangement
for the Funds and to recommend approval of such arrangements to shareholders,
the Board, including the Independent Trustees, considered certain information
and representations provided by the Investment Adviser.
The Board noted that it would continue to review and approve each
sub-adviser selected by the Investment Adviser under the manager of managers
arrangement, and would evaluate and consider for approval all new or amended
sub-advisory agreements. The Board also considered that shareholder approval of
Proposal 6 would not result in changes to the investment advisory fees paid by a
Fund to the Investment Adviser. The Board also noted that fees paid to a
sub-adviser would be negotiated between the Investment Adviser and the
sub-adviser, subject to Board approval, and that any increase in the investment
advisory fee paid to the Investment Adviser by the Fund pursuant to the
investment advisory agreement would continue to require shareholder approval.
41
The Board concluded that it is appropriate and in the interests of the
Fund's shareholders to provide the Investment Adviser and the Board with maximum
flexibility to enter into or materially modify sub-advisory agreements without
incurring the unnecessary delay or expense of obtaining shareholder approval.
This process will allow the Funds to operate more efficiently.
BOARD RECOMMENDATION ON PROPOSAL 6
THE TRUSTEES UNANIMOUSLY RECOMMEND THAT
SHAREHOLDERS OF THE FUNDS VOTE "FOR" PROPOSAL 6
42
PROPOSAL 7--THE APPROVAL OF THE ELIMINATION OF THE FUNDAMENTAL
INVESTMENT POLICY ON INVESTING IN OTHER INVESTMENT COMPANIES
WITH RESPECT TO THE MONEY MARKET FUNDS
Proposal 7 relates to the elimination of the fundamental investment
policy on investing in other investment companies for each Money Market Fund.
The 1940 Act requires that each fund adopt "fundamental" investment policies
with respect to several types of activities. However, the 1940 Act does not
require that a fund adopt a fundamental investment policy on investing in other
investment companies. Therefore, the Money Market Funds' current fundamental
investment policies on investing in other investment companies is unnecessary.
PROPOSED FUNDAMENTAL INVESTMENT POLICY
It is proposed that each Money Market Fund's fundamental investment restriction
on investing in other investment companies be eliminated in its entirety.
CURRENT FUNDAMENTAL INVESTMENT POLICY
The current fundamental investment policy on investing in other investment
companies for each Money Market Fund reads:
The Money Market Fund shall not:
Invest in securities of other investment companies, except as these
securities may be acquired as part of a merger, consolidation, acquisition of
assets, or plan of reorganization.
DISCUSSION OF PROPOSED MODIFICATION
The Investment Adviser believes that under certain market conditions,
it may be beneficial for the Money Market Funds to invest in other money market
funds (a type of investment company investment permitted under Securities and
Exchange Commission ("SEC") Rule 2a-7, the SEC rule that strictly regulates
money market funds and their investments). These investments could permit
specific investment opportunities or expertise, which could help improve the
Money Market Funds' yield and performance.
As a shareholder of another investment company, each Money Market Fund
would bear, along with other shareholders, its pro rata portion of the other
investment company's expenses, including advisory fees. 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 this greater
freedom to invest in other investment companies, each Money Market Fund would
continue to comply with other provisions of the 1940 Act relating to investments
in other investment companies. In addition, each Money Market Fund would be
subject to the risks of investing in the underlying money market funds.
However, the Money Market Fund as well as the underlying money market
funds would be subject to SEC Rule 2a-7 and would invest in compliance with the
strict requirements included in the rule. These requirements include stringent
portfolio quality, maturity and
43
liquidity requirements and other risk-limiting conditions intended to enhance
(but not guarantee) a money market fund's ability to maintain a stable $1.00
price per share. Among other things, Rule 2a-7 limits portfolio holdings to
short-term securities (i) that are denominated in U.S. dollars, (ii) that pose
minimal credit risk to a fund and meet stringent credit quality requirements,
and (iii) that are "Eligible Securities" as defined in Rule 2a-7 under the 1940
Act. Each Money Market Fund will continue to seek to maintain a stable $1.00
price per share, as permitted by current Rule 2a-7.
Should a 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 Money Market Fund's current fundamental
investment policy on investing in other investment companies would continue to
apply unchanged and the Board would decide whether to consider other changes to
the Money Market Fund's investment program.
BOARD RECOMMENDATION ON PROPOSAL 7
THE TRUSTEES UNANIMOUSLY RECOMMEND THAT SHAREHOLDERS
OF EACH MONEY MARKET FUND VOTE "FOR" PROPOSAL 7
44
OTHER BUSINESS
The Trustees do not know of any matters to be presented at the Meeting
other than those set forth in this Joint Proxy Statement. If other business
should properly come before the Meeting, proxies will be voted in accordance
with the judgment of the persons named in the accompanying proxy.
ADDITIONAL INFORMATION
ADMINISTRATOR, PRINCIPAL UNDERWRITER AND TRANSFER AGENT
The principal underwriter/distributor of the Trusts is Rydex
Distributors, LLC, located at 805 King Farm Boulevard, Suite 600, Rockville,
Maryland 20850, an affiliate of the Investment Adviser because it is commonly
held with the Investment Adviser (and will remain under common control after the
Transaction). Rydex Fund Services, LLC (the "Administrator"), also an affiliate
of the Investment Adviser, is located at 805 King Farm Boulevard, Suite 600,
Rockville, Maryland 20850 and provides general administrative, shareholder,
dividend disbursement, transfer agent and registrar services to the Funds.
Information regarding the fees paid by each Fund to the Distributor and the
Administrator during the previous fiscal year is provided in Appendix C.
The Transaction could also be deemed to affect the control of the
Distributor and the Administrator because they are commonly held with the
Investment Adviser. However, shareholder approval is not required in order for
the Distributor and the Administrator to continue providing services to the
Funds after the closing of the Transaction. The Board has been assured that
there will be no material change in the nature or quality of the services
provided by the Distributor and the Administrator to each Fund due to the change
in control.
AFFILIATIONS AND AFFILIATED BROKERAGE
During the Funds' most recent fiscal year, the Funds paid no
commissions on portfolio brokerage transactions to brokers who may be deemed to
be affiliated persons of the Funds, the Investment Adviser, or affiliated
persons of such persons ("Affiliated Brokers").
OTHER INFORMATION
Proxy materials, reports and other information filed by the Funds can
be inspected and copied at the Public Reference Facilities maintained by the SEC
at 100 F Street, NE, Washington, DC 20549. The SEC maintains an Internet web
site (at http://www.sec.gov), which contains other information about the Funds.
VOTING INFORMATION
PROXY SOLICITATION. The principal solicitation of proxies will be by
the mailing of this Joint Proxy Statement on or about October 13, 2011, but
proxies may also be solicited by telephone and/or in person by representatives
of the Trusts, regular employees of the Investment Adviser or its affiliate(s),
or The Altman Group, a private proxy services firm. If we have not received your
vote as the date of the Meeting approaches, you may receive a telephone call
from
45
these parties to ask for your vote. Arrangements will be made with brokerage
houses and other custodians, nominees, and fiduciaries to forward proxies and
proxy materials to their principals.
COST OF THE MEETING. The cost of the Meeting, including the costs of
retaining The Altman Group, 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 Guggenheim Capital or its affiliates, and not the Funds. The
estimated cost of retaining The Altman Group is approximately $963,183.
SHAREHOLDER VOTING. Shareholders of the Funds who own shares at the
close of business on the Record Date will be entitled to notice of, and to vote
at, the Meeting. Each whole share is entitled to one vote, and each fractional
share is entitled to a proportionate fractional vote on each matter as to which
such shares are to be voted at the Meeting. One-third (331/3%) of a Trust's
shares entitled to vote on a Proposal constitutes a quorum. With respect to
Rydex Variable Trust, shares of the Funds are available primarily for insurance
products. Life insurance companies will vote shares attributable to insurance
products for which no voting instructions are received in proportion ("for" or
"withhold authority") to those shares for which instructions are received. As a
result, a small number of insurance product owners could determine the outcome
of the vote if other owners fail to vote.
In addition, abstentions and broker non-votes will not be counted for
or against the Proposals, but will be counted for purposes of determining
whether a quorum is present. "Broker non-votes" are shares held by a broker or
nominee as to which instructions have not been received from the beneficial
owners or persons entitled to vote, and the broker or nominee does not have
discretionary voting power. Because the affirmative vote of a majority of the
outstanding voting securities of each Fund, as defined below, is required to
approve each Proposal (other than Proposal 5), abstentions and broker non-votes
will effectively be a vote against those Proposals. Abstentions and broker
non-votes will have no effect on Proposal 5, for which the required vote is a
plurality of a Trust's shares voting.
If a quorum is not present at the Meeting, or if a quorum is present at
the Meeting but sufficient votes to approve the Proposals are not received, or
if other matters arise requiring shareholder attention, the persons named as
proxy agents may propose one or more adjournments of the Meeting to permit
further solicitation of proxies. Any such adjournment will require the
affirmative vote of a majority of those shares present at the Meeting or
represented by proxy. The persons named as proxies will vote those proxies that
they are entitled to vote "FOR" a Proposal in favor of such an adjournment, and
will vote those proxies required to be voted "AGAINST" a Proposal, against such
an adjournment.
Information regarding the number of issued and outstanding shares of
each Fund as of the Record Date is provided in Appendix R, representing the same
number of votes for each of such Funds. The persons who are known to have owned
beneficially 5% or more of each Fund's outstanding shares as of the Record Date
are listed in Appendix S.
The person(s) named as proxies on the enclosed proxy card will vote in
accordance with your directions, if your proxy is received properly executed. If
we receive your proxy, and it is executed properly, but you give no voting
instructions with respect to any proposal, your shares
46
will be voted "FOR" the Proposal. The duly appointed proxies may, in their
discretion, vote upon such other matters as may properly come before the
Meeting.
In order that your shares may be represented at the Meeting, you are
requested to vote your shares by mail, Internet or telephone by following the
enclosed instructions. IF YOU VOTE BY TELEPHONE OR INTERNET, PLEASE DO NOT
RETURN YOUR PROXY CARD, UNLESS YOU LATER ELECT TO CHANGE YOUR VOTE. You may
revoke your proxy: (a) at any time prior to its exercise by written notice of
its revocation to the secretary of the Trust prior to the Meeting; (b) by the
subsequent execution and timely return of another proxy prior to the Meeting
(following the methods noted above); or (c) by being present and voting in
person at the Meeting and giving oral notice of revocation to the chair of the
Meeting. However, attendance in-person at the Meeting, by itself, will not
revoke a previously-tendered proxy.
REQUIRED VOTE. Approval of each Proposal (other than Proposal 5)
requires the vote of a "majority of the outstanding voting securities" of a
Fund, which means the vote of 67% or more of the shares that are present at the
Meeting, provided that the holders of more than 50% of the outstanding shares
are present or represented by proxy, or the vote of more than 50% of the Fund's
outstanding shares, whichever is less. With respect to Proposal 5, a plurality
of a Trust's shares voting is required to elect a Trustee with respect to that
Trust.
The Current Agreements will remain in place until the completion of the
Transaction, at which time, the Current Agreements will terminate and, subject
to shareholder approval, the New Agreements will go into effect. As a result, if
for some reason the Transaction does not occur, the Current Agreements will not
automatically 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 Proposals 1 through 4 are not approved by shareholders of any Fund,
the Board will evaluate other short- and long-term options, as previously
discussed. If the nominees are not elected, the current Trustees will continue
their current terms. New Trustees could be appointed in compliance with
applicable law. With respect to Proposal 6, should shareholders of a Fund not
approve the manager of managers arrangement, it will not be implemented and that
Fund will continue to be required to obtain shareholder approval of the
retention of an unaffiliated sub-adviser of the Fund or any material changes to
a sub-advisory agreements. With respect to Proposal 7, should shareholders of
one of the Money Market Fund not approve the proposal to amend the Money Market
Fund's fundamental policy on investing in other investment companies, the Money
Market Fund's fundamental investment policy on investing in other investment
companies would continue to apply unchanged.
SHAREHOLDERS SHARING THE SAME ADDRESS. As permitted by law, only one
copy of this Joint Proxy Statement may be delivered to shareholders residing at
the same address, unless such shareholders have notified the Trusts of their
desire to receive multiple copies of the shareholder reports and proxy
statements that each Trust sends. If you would like to receive an additional
copy, please contact the Trusts by writing to the Trusts' address, or by calling
the telephone number shown on the front page of this Joint Proxy Statement. The
Trusts will then promptly deliver, upon request, a separate copy of this Joint
Proxy Statement to any shareholder residing at an address to which only one copy
was mailed. Shareholders wishing to receive separate
47
copies of the Trusts' shareholder reports and proxy statements in the future,
and shareholders sharing an address that wish to receive a single copy if they
are receiving multiple copies, should also send a request as indicated.
SHAREHOLDER PROPOSALS
The Trusts are organized as statutory trusts under the laws of
Delaware. As such, the Trusts are not required to, and do not, hold annual
shareholder meetings. Nonetheless, the Board may call a special meeting of
shareholders for action by shareholder vote as may be required by the 1940 Act
or as required or permitted by each Trust's Declaration of Trust and By-Laws.
Shareholders who wish to present a proposal for action at a future meeting
should submit a written proposal to the Secretary of the Trust, c/o Rydex
Variable Trust, Rydex Series Funds or Rydex Dynamic Funds, 805 King Farm
Boulevard, Suite 600, Rockville, Maryland 20850 for inclusion in a future proxy
statement. Shareholder proposals to be presented at any future meeting of a
Trust must be received by the Trust in writing within a reasonable amount of
time before the Trust solicits proxies for that meeting, in order to be
considered for inclusion in the proxy materials for that meeting. Whether a
proposal is included in a proxy statement will be determined in accordance with
applicable federal and state laws. Shareholders retain the right to request that
a meeting of the shareholders be held for the purpose of considering matters
requiring shareholder approval.
TO ENSURE THE PRESENCE OF A QUORUM AT THE SPECIAL MEETING, PROMPT EXECUTION AND
RETURN OF THE ENCLOSED PROXY IS REQUESTED. A SELF-ADDRESSED, POSTAGE-PAID
ENVELOPE IS ENCLOSED FOR YOUR CONVENIENCE, ALONG WITH INSTRUCTIONS ON HOW TO
VOTE OVER THE INTERNET OR BY TELEPHONE SHOULD YOU PREFER TO VOTE BY ONE OF THOSE
METHODS.
By Order of the Boards of Trustees,
Sincerely,
Richard M. Goldman
President
48
APPENDIX A
CORPORATE STRUCTURE OF THE INVESTMENT ADVISER
The following sets forth the name and business address of each parent company of
the Investment Adviser, and the basis of each parent company's control the
Investment Adviser as of September [ ], 2011.
The Investment Adviser is an indirect wholly-owned subsidiary of an entity that
is managed by Guggenheim Partners, LLC ("Guggenheim Partners"). Guggenheim
Partners is a wholly-owned subsidiary of Guggenheim Capital, LLC ("Guggenheim
Capital"), 227 West Monroe Street, 48th Floor, Chicago, Illinois 60606. Sage
Assets, Inc., 5949 Sherry Lane, Suite 1900, Dallas, Texas 75225, a wholly-owned
subsidiary of Sammons Enterprises, Inc., 5949 Sherry Lane, Suite 1900, Dallas,
Texas 75225, is a control person of Guggenheim 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.
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APPENDIX B
FORMS 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 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 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
applicable federal and state laws, rules, regulations and case law that
relate to the services and relationships described hereunder and to the
conduct of its 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 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 the foregoing.
(c) Proxy Voting. The Board has the authority to determine how
proxies with respect to securities that are held by the Funds shall be
voted, and the Board has initially determined to delegate the authority
and responsibility to vote proxies for the Funds' securities to the
Adviser. So long as proxy voting authority for the Funds has been
delegated to the Adviser, the Adviser shall exercise its proxy voting
responsibilities. The Adviser shall carry out such responsibility in
accordance with any instructions that the Board 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.
(d) Recordkeeping. The Adviser shall not be 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
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 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 fair value of any Fund holdings for which market
quotations are not readily available or as otherwise required in
accordance with the 1940 Act or the Trust's valuation procedures for
the purpose of calculating the Fund net asset value in accordance with
procedures and methods established by the Board.
(f) Cooperation with Agents of the Trust. The Adviser agrees to
cooperate with and provide reasonable assistance to the Trust, any
Trust custodian or foreign sub-custodians, any Trust pricing agents and
all other agents and representatives of the Trust, such information
with respect to the Funds as they may reasonably request from time to
time in the performance of their obligations, provide prompt responses
to reasonable requests made by such persons and establish appropriate
interfaces with each so as to promote the efficient exchange of
information and compliance with applicable laws and regulations.
2. CODE OF ETHICS. The Adviser has adopted a written code of ethics
that it reasonably believes complies with the requirements of Rule 17j-1 under
the 1940 Act, which it will provide to the Trust. The Adviser shall ensure that
its Access Persons (as defined in the Adviser's Code of Ethics) comply in all
material respects with the Adviser's Code of Ethics, as in effect from time to
time. Upon request, the Adviser shall provide the Trust with a (i) a copy of the
Adviser's current Code of Ethics, as in effect from time to time, and (ii)
certification that it has adopted procedures reasonably necessary to prevent
Access Persons from engaging in any conduct prohibited by the Adviser's Code of
Ethics. Annually, the Adviser shall furnish a written report, which complies
with the requirements of Rule 17j-1, concerning the Adviser's Code of Ethics to
the Trust. The Adviser shall respond to requests for information from the Trust
as to violations of the Code of Ethics by Access Persons and the sanctions
imposed by the Adviser. The Adviser shall immediately notify the Trust of any
material violation of the Code of Ethics, whether or not such violation relates
to a security held by any Fund.
3. INFORMATION AND REPORTING. The Adviser shall provide the Trust
and its respective officers with such periodic reports concerning the
obligations the Adviser has assumed under this Agreement as the Trust may from
time to time reasonably request.
(a) Notification of Breach/Compliance Reports. The Adviser shall
notify the Trust immediately upon detection of (i) any material failure
to manage any Fund in accordance with its investment objectives and
policies or any applicable law; or (ii) any material breach of the
Funds' or the Adviser's policies, guidelines or procedures. In
addition, the Adviser shall provide a quarterly report regarding each
Fund's compliance with its investment objectives and policies,
applicable law, including, but not limited to the 1940 Act and
Subchapter M and Section 817(h) of the Code, and the Fund's policies,
guidelines or procedures as applicable to the Adviser's obligations
under this Agreement. The Adviser agrees to correct any such failure
promptly and to take any action that the Board may reasonably request
in connection with any such breach. Upon request, the Adviser shall
also provide the officers of the Trust with supporting certifications
in
B-3
connection with such certifications of Fund financial statements and
disclosure controls pursuant to the Sarbanes-Oxley Act. The Adviser
will promptly notify the Trust in the event (i) the Adviser is served
or otherwise receives notice of any action, suit, proceeding, inquiry
or investigation, at law or in equity, before or by any court, public
board, or body, involving the affairs of the Trust (excluding class
action suits in which a Fund is a member of the plaintiff class by
reason of the Fund's ownership of shares in the defendant) or the
compliance by the Adviser with the federal or state securities laws or
(ii) an actual change in control of the Adviser resulting in an
"assignment" (as defined in the 1940 Act) has occurred or is otherwise
proposed to occur.
(b) Board and Filings Information. The Adviser will also provide the
Trust with any information reasonably requested regarding its
management of the Funds required for any meeting of the Board, or for
any shareholder report, amended registration statement, proxy
statement, or prospectus supplement to be filed by the Trust with the
Commission. The Adviser will make its officers and employees available
to meet with the Board from time to time on due notice to review its
investment management services to the Funds in light of current and
prospective economic and market conditions and shall furnish to the
Board such information as may reasonably be necessary in order for the
Board to evaluate this Agreement or any proposed amendments thereto.
(c) Transaction Information. The Adviser shall furnish to the Trust
such information concerning portfolio transactions as may be necessary
to enable the Trust or its designated agent to perform such compliance
testing on the Funds and the Adviser's services as the Trust may, in
its sole discretion, determine to be appropriate. The provision of such
information by the Adviser to the Trust or its designated agent in no
way relieves the Adviser of its own responsibilities under this
Agreement.
4. BROKERAGE.
(a) Principal Transactions. In connection with purchases or sales of
securities for the account of a Fund, neither the Adviser nor any of
its directors, officers or employees will act as a principal or agent
or receive any commission except as permitted by the 1940 Act.
(b) Placement of Orders. The Adviser shall arrange for the placing
of all orders for the purchase and sale of securities for a Fund's
account with brokers or dealers selected by the Adviser. In the
selection of such brokers or dealers and the placing of such orders,
the Adviser is directed at all times to seek for the Fund the most
favorable execution and net price available under the circumstances. It
is also understood that it is desirable for the Fund that the Adviser
have access to brokerage and research services provided by brokers who
may execute brokerage transactions at a higher cost to the Fund than
may result when allocating brokerage to other brokers, consistent with
section 28(e) of the 1934 Act and any Commission staff interpretations
thereof. Therefore, the Adviser is authorized to place orders for the
purchase and sale of securities for a Fund with such brokers, subject
to review by the Board from time to time with respect to the extent and
continuation of this practice. It is understood that the services
provided by such brokers
B-4
may be useful to the Adviser in connection with its or its affiliates'
services to other clients.
(c) Aggregated Transactions. On occasions when the Adviser deems the
purchase or sale of a security to be in the best interest of a Fund as
well as other clients of the Adviser, the Adviser may, to the extent
permitted by applicable law and regulations, aggregate the order for
securities to be sold or purchased. In such event, the Adviser will
allocate securities or futures contracts so purchased or sold, as well
as the expenses incurred in the transaction, in the manner the Adviser
reasonably considers to be equitable and consistent with its fiduciary
obligations to the Fund and to such other clients under the
circumstances.
(d) Affiliated Brokers. The Adviser or any of its affiliates may act
as broker in connection with the purchase or sale of securities or
other investments for a Fund, subject to: (a) the requirement that the
Adviser seek to obtain best execution and price within the policy
guidelines determined by the Board and set forth in the Fund's current
prospectus and SAI; (b) the provisions of the 1940 Act; (c) the
provisions of the Advisers Act; (d) the provisions of the 1934 Act; and
(e) other provisions of applicable law. These brokerage services are
not within the scope of the duties of the Adviser under this Agreement.
Subject to the requirements of applicable law and any procedures
adopted by the Board, the Adviser or its affiliates may receive
brokerage commissions, fees or other remuneration from a Fund for these
services in addition to the Adviser's fees for services under this
Agreement.
5. CUSTODY. Nothing in this Agreement shall permit the Adviser to
take or receive physical possession of cash, securities or other investments of
a Fund.
6. ALLOCATION OF CHARGES AND EXPENSES. The Adviser will bear its
own costs of providing services hereunder. Other than as herein specifically
indicated, the Adviser shall not be responsible for a Fund's expenses, including
brokerage and other expenses incurred in placing orders for the purchase and
sale of securities and other investment instruments.
Notwithstanding the foregoing paragraph, with respect to the All Asset
Conservative Strategy, All Asset Moderate Strategy, All Asset Aggressive
Strategy, and Alternative Strategies Allocation Funds, the Adviser will bear its
own costs of providing services hereunder. In addition, the Adviser agrees to
pay all expenses incurred by the foregoing Funds except for acquired fund fees
and expenses, interest, taxes, brokerage and other expenses incurred in placing
orders for the purchase and sale of securities and other investment instruments,
extraordinary expenses, and distribution fees and expenses paid by the Funds
under any distribution plan adopted pursuant to Rule 12b-1 under the 1940 Act.
Notwithstanding the foregoing paragraphs, with respect to the
Multi-Hedge Strategies Fund, the Adviser will bear its own costs of providing
services hereunder. The Adviser agrees to pay all expenses incurred by the
foregoing Fund except for interest, taxes, brokerage and other expenses incurred
in placing orders for the purchase and sale of securities and other investment
instruments, extraordinary expenses, distribution fees, investors services fees,
and expenses paid
B-5
by the Fund under any distribution plan adopted pursuant to Rule 12b-1 under the
1940 Act or investor services plan.
7. REPRESENTATIONS, WARRANTIES AND COVENANTS.
(a) Properly Registered. The Adviser is registered as an investment
adviser under the Advisers Act, and will remain so registered for the
duration of this Agreement. The Adviser is not prohibited by the
Advisers Act or the 1940 Act from performing the services contemplated
by this Agreement, and to the best knowledge of the Adviser, there is
no proceeding or investigation that is reasonably likely to result in
the Adviser being prohibited from performing the services contemplated
by this Agreement. The Adviser agrees to promptly notify the Trust of
the occurrence of any event that would disqualify the Adviser from
serving as an investment adviser to an investment company. The Adviser
is in compliance in all material respects with all applicable federal
and state law in connection with its investment management operations.
(b) ADV Disclosure. The Adviser has provided the Trust with a copy
of its Form ADV as most recently filed with the Commission and will,
promptly after filing any amendment to its Form ADV with the
Commission, furnish a copy of such amendment(s) to the Trust. The
information contained in the Adviser's Form ADV 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.
(c) Fund Disclosure Documents. The Adviser has reviewed and will in
the future review, the Registration Statement, and any amendments or
supplements thereto, the annual or semi-annual reports to shareholders,
other reports filed with the Commission and any marketing material of
the Funds (collectively the "Disclosure Documents") and represents and
warrants that with respect to disclosure about the Adviser, the manner
in which the Adviser manages the Funds or information relating directly
or indirectly to the Adviser, such Disclosure Documents contain or will
contain, as of the date thereof, no untrue statement of any material
fact and does not omit any statement of material fact which was
required to be stated therein or necessary to make the statements
contained therein not misleading.
(d) Use Of The Name "Rydex". The Adviser has the right to use the
name "Rydex" in connection with its services to the Trust and that,
subject to the terms set forth in Section 8 of this Agreement, the
Trust shall have the right to use the name "Rydex" in connection with
the management and operation of the Funds. The Adviser is not aware of
any threatened or existing actions, claims, litigation or proceedings
that would adversely affect or prejudice the rights of the Adviser or
the Trust to use the name "Rydex".
(e) Insurance. The Adviser maintains errors and omissions insurance
coverage in an appropriate amount and shall provide prior written
notice to the Trust (i) of any material changes in its insurance
policies or insurance coverage; or (ii) if any material claims will be
made on its insurance policies. Furthermore, the Adviser shall upon
reasonable request
B-6
provide the Trust with any information it may reasonably require
concerning the amount of or scope of such insurance.
(f) No Detrimental Agreement. The Adviser represents and warrants
that it has no arrangement or understanding with any party, other than
the Trust, that would influence the decision of the Adviser with
respect to its selection of securities for a Fund, and that all
selections shall be done in accordance with what is in the best
interest of the Fund.
(g) Conflicts. The Adviser shall act honestly, in good faith and in
the best interests of the Trust including requiring any of its
personnel with knowledge of Fund activities to place the interest of
the Funds first, ahead of their own interests, in all personal trading
scenarios that may involve a conflict of interest with the Funds,
consistent with its fiduciary duties under applicable law.
(h) Representations. The representations and warranties in this
Section 7 shall be deemed to be made on the date this Agreement is
executed and at the time of delivery of the quarterly compliance report
required by Section 3(a), whether or not specifically referenced in
such report.
8. THE NAME "RYDEX". The Adviser grants to the Trust a sublicense
to use the name "Rydex" (the "Name") as part of the name of any Fund. The
foregoing authorization by the Adviser to the Trust to use the Name as part of
the name of any Fund is not exclusive of the right of the Adviser itself to use,
or to authorize others to use, the Name; the Trust acknowledges and agrees that,
as between the Trust and the Adviser, the Adviser has the right to use, or
authorize others to use, the Name. The Trust shall (1) only use the Name in a
manner consistent with uses approved by the Adviser; (2) use its best efforts to
maintain the quality of the services offered using the Name; (3) adhere to such
other specific quality control standards as the Adviser may from time to time
promulgate. At the request of the Adviser, the Trust will (a) submit to Adviser
representative samples of any promotional materials using the Name; and (b)
change the name of any Fund within three months of its receipt of the Adviser's
request, or such other shorter time period as may be required under the terms of
a settlement agreement or court order, so as to eliminate all reference to the
Name and will not thereafter transact any business using the Name in the name of
any Fund; provided, however, that the Trust may continue to use beyond such date
any supplies of prospectuses, marketing materials and similar documents that the
Trust had at the date of such name change in quantities not exceeding those
historically produced and used in connection with such Fund.
9. ADVISER'S COMPENSATION. The Funds shall pay to the Adviser,
as compensation for the Adviser's services hereunder, a fee, determined as
described in Schedule A that is attached hereto and made a part hereof. Such fee
shall be computed daily and paid not less than monthly in arrears by the Funds.
The method for determining net assets of a Fund for purposes hereof
shall be the same as the method for determining net assets for purposes of
establishing the offering and redemption prices of Fund shares as described in
the Funds' prospectus(es). In the event of termination of this Agreement, the
fee provided in this Section shall be computed on the basis of the period ending
on the last business day on which this Agreement is in effect subject to a pro
rata
B-7
adjustment based on the number of days elapsed in the current month as a
percentage of the total number of days in such month.
10. INDEPENDENT CONTRACTOR. In the performance of its duties
hereunder, the Adviser 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 any Fund in any way or
otherwise be deemed to be an agent of the Trust or any Fund. If any occasion
should arise in which the Adviser gives any advice to its clients concerning the
shares of a Fund, the Adviser will act solely as investment counsel for such
clients and not in any way on behalf of the Fund.
11. ASSIGNMENT AND AMENDMENTS. This Agreement shall automatically
terminate, without the payment of any penalty, in the event of its assignment
(as defined in section 2(a)(4) of the 1940 Act); provided that such termination
shall not relieve the Adviser of any liability incurred hereunder.
This Agreement may not be added to or changed orally and may not be
modified or rescinded except by a writing signed by the parties hereto and in
accordance with the 1940 Act, when applicable.
12. DURATION AND TERMINATION.
(a) This Agreement shall become effective as of the date executed
and shall remain in full force and effect continually thereafter,
subject to renewal as provided in Section 12(d) and unless terminated
automatically as set forth in Section 11 hereof or until terminated as
follows:
(b) The Trust may cause this Agreement to terminate either (i) by
vote of its Board or (ii) with respect to any Fund, upon the
affirmative vote of a majority of the outstanding voting securities of
the Fund; or
(c) The Adviser may at any time terminate this Agreement by not more
than sixty (60) days' nor less than thirty (30) days' written notice
delivered or mailed by registered mail, postage prepaid, to the Trust;
or
(d) This Agreement shall automatically terminate two years from the
date of its execution unless its renewal is specifically approved at
least annually thereafter by (i) a majority vote of the Trustees,
including a majority vote of such Trustees who are not interested
persons of the Trust or the Adviser, at a meeting called for the
purpose of voting on such approval; or (ii) the vote of a majority of
the outstanding voting securities of each Fund; provided, however, that
if the continuance of this Agreement is submitted to the shareholders
of the Funds for their approval and such shareholders fail to approve
such continuance of this Agreement as provided herein, the Adviser may
continue to serve hereunder as to the Funds in a manner consistent with
the 1940 Act and the rules and regulations thereunder; and
Termination of this Agreement pursuant to this Section shall be without
payment of any penalty.
B-8
In the event of termination of this Agreement for any reason, the
Adviser shall, immediately upon notice of termination or on such later date as
may be specified in such notice, cease all activity on behalf of the Funds and
with respect to any of their assets, except as otherwise required by any
fiduciary duties of the Adviser under applicable law. In addition, the Adviser
shall deliver the Fund Books and Records to the Trust by such means and in
accordance with such schedule as the Trust shall direct and shall otherwise
cooperate, as reasonably directed by the Trust, in the transition of portfolio
asset management to any successor of the Adviser.
13. CERTAIN DEFINITIONS. For the purposes of this Agreement:
(a) "Affirmative vote of a majority of the outstanding voting
securities of the Fund" shall have the meaning as set forth in the 1940
Act, subject, however, to such exemptions as may be granted by the
Commission under the 1940 Act or any interpretations of the Commission
staff.
(b) "Interested persons" and "Assignment" shall have their
respective meanings as set forth in the 1940 Act, subject, however, to
such exemptions as may be granted by the Commission under the 1940 Act
or any interpretations of the Commission staff.
14. LIABILITY OF THE ADVISER. The 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 1933 Act) (collectively, the "Adviser Indemnitees") 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
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 Code, or (c) the Adviser's
willful misfeasance, bad faith or gross negligence generally in the performance
of its duties hereunder or its reckless disregard of its obligations and duties
under this Agreement.
15. ENFORCEABILITY. Any term or provision of this Agreement which is
invalid or unenforceable in any jurisdiction shall, as to such jurisdiction be
ineffective to the extent of such invalidity or unenforceability without
rendering invalid or unenforceable the remaining terms or provisions of this
Agreement or affecting the validity or enforceability of any of the terms or
provisions of this Agreement in any other jurisdiction.
16. LIMITATION OF LIABILITY. The parties to this Agreement
acknowledge and agree that all litigation arising hereunder, whether direct or
indirect, and of any and every nature whatsoever shall be satisfied solely out
of the assets of the affected Fund and that no Trustee, officer or holder of
shares of beneficial interest of the Fund shall be personally liable for any of
the foregoing liabilities. The Trust's Certificate of Trust, as amended from
time to time, is on file in the Office of the Secretary of State 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
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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:
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* Denotes Funds that have not yet commenced operations.
B-12
ADVISORY AGREEMENT
ADVISORY AGREEMENT made as of this [ ] day of [ ], 2011 by and between
RYDEX SERIES FUNDS (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 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) Compliance. The Adviser agrees to comply with the
requirements of the 1940 Act, the Investment Advisers Act of 1940 (the
"Advisers Act"), the 1933 Act, the
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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 applicable federal
and state laws, rules, regulations and case law that relate to the
services and relationships described hereunder and to the conduct of
its 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 of
the Internal Revenue Code of 1986, as amended (the "Code"), for
qualification as a 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 the foregoing.
(c) Proxy Voting. The Board has the authority to determine
how proxies with respect to securities that are held by the Funds shall
be voted, and the Board has initially determined to delegate the
authority and responsibility to vote proxies for the Funds' securities
to the Adviser. So long as proxy voting authority for the Funds has
been delegated to the Adviser, the Adviser shall exercise its proxy
voting responsibilities. The Adviser shall carry out such
responsibility in accordance with any instructions that the Board 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.
(d) Recordkeeping. The Adviser shall not be 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 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 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 from time to time with
whatever information the Adviser believes is appropriate
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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 fair value of any Fund holdings for which market quotations are not
readily available or as otherwise required in accordance with the 1940
Act or the Trust's valuation procedures for the purpose of calculating
the Fund net asset value in accordance with procedures and methods
established by the Board.
(f) Cooperation with Agents of the Trust. The Adviser agrees
to cooperate with and provide reasonable assistance to the Trust, any
Trust custodian or foreign subcustodians, any Trust pricing agents and
all other agents and representatives of the Trust, such information
with respect to the Funds as they may reasonably request from time to
time in the performance of their obligations, provide prompt responses
to reasonable requests made by such persons and establish appropriate
interfaces with each so as to promote the efficient exchange of
information and compliance with applicable laws and regulations.
2. CODE OF ETHICS. The Adviser has adopted a written code of ethics
that it reasonably believes complies with the requirements of Rule 17j-1 under
the 1940 Act, which it will provide to the Trust. The Adviser shall ensure that
its Access Persons (as defined in the Adviser's Code of Ethics) comply in all
material respects with the Adviser's Code of Ethics, as in effect from time to
time. Upon request, the Adviser shall provide the Trust with a (i) a copy of the
Adviser's current Code of Ethics, as in effect from time to time, and (ii)
certification that it has adopted procedures reasonably necessary to prevent
Access Persons from engaging in any conduct prohibited by the Adviser's Code of
Ethics. Annually, the Adviser shall furnish a written report, which complies
with the requirements of Rule 17j-1, concerning the Adviser's Code of Ethics to
the Trust. The Adviser shall respond to requests for information from the Trust
as to violations of the Code of Ethics by Access Persons and the sanctions
imposed by the Adviser. The Adviser shall immediately notify the Trust of any
material violation of the Code of Ethics, whether or not such violation relates
to a security held by any Fund.
3. INFORMATION AND REPORTING. The Adviser shall provide the Trust
and its respective officers with such periodic reports concerning the
obligations the Adviser has assumed under this Agreement as the Trust may from
time to time reasonably request.
(a) Notification of Breach/Compliance Reports. The Adviser
shall notify the Trust immediately upon detection of (i) any material
failure to manage any Fund in accordance with its investment objectives
and policies or any applicable law; or (ii) any material breach of the
Funds' or the Adviser's policies, guidelines or procedures. In
addition, the Adviser shall provide a quarterly report regarding each
Fund's compliance with its investment objectives and policies,
applicable law, including, but not limited to the 1940 Act and
Subchapter M of the Code, and the Fund's policies, guidelines or
procedures as applicable to the Adviser's obligations under this
Agreement. The Adviser agrees to correct any such failure promptly and
to take any action that the Board may reasonably request in connection
with any such breach. Upon request, the Adviser shall also provide the
officers of the Trust with supporting certifications in connection with
B-15
such certifications of Fund financial statements and disclosure
controls pursuant to the Sarbanes-Oxley Act. The Adviser will promptly
notify the Trust in the event (i) the Adviser is served or otherwise
receives notice of any action, suit, proceeding, inquiry or
investigation, at law or in equity, before or by any court, public
board, or body, involving the affairs of the Trust (excluding class
action suits in which a Fund is a member of the plaintiff class by
reason of the Fund's ownership of shares in the defendant) or the
compliance by the Adviser with the federal or state securities laws or
(ii) an actual change in control of the Adviser resulting in an
"assignment" (as defined in the 1940 Act) has occurred or is otherwise
proposed to occur.
(b) Board and Filings Information. The Adviser will also
provide the Trust with any information reasonably requested regarding
its management of the Funds required for any meeting of the Board, or
for any shareholder report, amended registration statement, proxy
statement, or prospectus supplement to be filed by the Trust with the
Commission. The Adviser will make its officers and employees available
to meet with the Board from time to time on due notice to review its
investment management services to the Funds in light of current and
prospective economic and market conditions and shall furnish to the
Board such information as may reasonably be necessary in order for the
Board to evaluate this Agreement or any proposed amendments thereto.
(c) Transaction Information. The Adviser shall furnish to the
Trust such information concerning portfolio transactions as may be
necessary to enable the Trust or its designated agent to perform such
compliance testing on the Funds and the Adviser's services as the Trust
may, in its sole discretion, determine to be appropriate. The provision
of such information by the Adviser to the Trust or its designated agent
in no way relieves the Adviser of its own responsibilities under this
Agreement.
4. BROKERAGE.
(a) Principal Transactions. In connection with purchases or
sales of securities for the account of a Fund, neither the Adviser nor
any of its directors, officers or employees will act as a principal or
agent or receive any commission except as permitted by the 1940 Act.
(b) Placement of Orders. The Adviser shall arrange for the
placing of all orders for the purchase and sale of securities for a
Fund's account with brokers or dealers selected by the Adviser. In the
selection of such brokers or dealers and the placing of such orders,
the Adviser is directed at all times to seek for the Fund the most
favorable execution and net price available under the circumstances. It
is also understood that it is desirable for the Fund that the Adviser
have access to brokerage and research services provided by brokers who
may execute brokerage transactions at a higher cost to the Fund than
may result when allocating brokerage to other brokers, consistent with
section 28(e) of the 1934 Act and any Commission staff interpretations
thereof. Therefore, the Adviser is authorized to place orders for the
purchase and sale of securities for a Fund with such brokers, subject
to review by the Board from time to time with respect to the extent and
continuation of this practice. It is understood that the services
provided by such brokers
B-16
may be useful to the Adviser in connection with its or its affiliates'
services to other clients.
(c) Aggregated Transactions. On occasions when the Adviser
deems the purchase or sale of a security to be in the best interest of
a Fund as well as other clients of the Adviser, the Adviser may, to the
extent permitted by applicable law and regulations, aggregate the order
for securities to be sold or purchased. In such event, the Adviser will
allocate securities or futures contracts so purchased or sold, as well
as the expenses incurred in the transaction, in the manner the Adviser
reasonably considers to be equitable and consistent with its fiduciary
obligations to the Fund and to such other clients under the
circumstances.
(d) Affiliated Brokers. The Adviser or any of its affiliates
may act as broker in connection with the purchase or sale of securities
or other investments for a Fund, subject to: (a) the requirement that
the Adviser seek to obtain best execution and price within the policy
guidelines determined by the Board and set forth in the Fund's current
prospectus and SAI; (b) the provisions of the 1940 Act; (c) the
provisions of the Advisers Act; (d) the provisions of the 1934 Act; and
(e) other provisions of applicable law. These brokerage services are
not within the scope of the duties of the Adviser under this Agreement.
Subject to the requirements of applicable law and any procedures
adopted by the Board, the Adviser or its affiliates may receive
brokerage commissions, fees or other remuneration from a Fund for these
services in addition to the Adviser's fees for services under this
Agreement.
5. CUSTODY. Nothing in this Agreement shall permit the Adviser to
take or receive physical possession of cash, securities or other investments of
a Fund.
6. ALLOCATION OF CHARGES AND EXPENSES. The Adviser will bear its
own costs of providing services hereunder. Other than as herein specifically
indicated, the Adviser shall not be responsible for a Fund's expenses, including
brokerage and other expenses incurred in placing orders for the purchase and
sale of securities and other investment instruments.
Notwithstanding the foregoing paragraph, with respect to the All Asset
Conservative Strategy, All Asset Moderate Strategy, All Asset Aggressive
Strategy, and Alternative Strategies Allocation Funds, the Adviser will bear its
own costs of providing services hereunder. In addition, the Adviser agrees to
pay all expenses incurred by the foregoing Funds, except for acquired fund fees
and expenses, interest, taxes, brokerage and other expenses incurred in placing
orders for the purchase and sale of securities and other investment instruments,
extraordinary expenses, and distribution fees and expenses paid by the Funds
under any distribution plan adopted pursuant to Rule 12b-1 under the 1940 Act.
Notwithstanding the foregoing paragraphs, with respect to the
Multi-Hedge Strategies Fund, the Adviser will bear its own costs of providing
services hereunder. The Adviser agrees to pay all expenses incurred by the
foregoing Fund, except for interest, taxes, brokerage and other expenses
incurred in placing orders for the purchase and sale of securities and other
investment instruments, extraordinary expenses, and distribution fees and
expenses paid by the Fund under any distribution plan adopted pursuant to Rule
12b-1 under the 1940 Act.
B-17
7. REPRESENTATIONS, WARRANTIES AND COVENANTS.
(a) Properly Registered. The Adviser is registered as an
investment adviser under the Advisers Act, and will remain so
registered for the duration of this Agreement. The Adviser is not
prohibited by the Advisers Act or the 1940 Act from performing the
services contemplated by this Agreement, and to the best knowledge of
the Adviser, there is no proceeding or investigation that is reasonably
likely to result in the Adviser being prohibited from performing the
services contemplated by this Agreement. The Adviser agrees to promptly
notify the Trust of the occurrence of any event that would disqualify
the Adviser from serving as an investment adviser to an investment
company. The Adviser is in compliance in all material respects with all
applicable federal and state law in connection with its investment
management operations.
(b) ADV Disclosure. The Adviser has provided the Trust with a
copy of its Form ADV as most recently filed with the Commission and
will, promptly after filing any amendment to its Form ADV with the
Commission, furnish a copy of such amendment(s) to the Trust. The
information contained in the Adviser's Form ADV 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.
(c) Fund Disclosure Documents. The Adviser has reviewed and
will in the future review, the Registration Statement, and any
amendments or supplements thereto, the annual or semi-annual reports to
shareholders, other reports filed with the Commission and any marketing
material of the Funds (collectively the "Disclosure Documents") and
represents and warrants that with respect to disclosure about the
Adviser, the manner in which the Adviser manages the Funds or
information relating directly or indirectly to the Adviser, such
Disclosure Documents contain or will contain, as of the date thereof,
no untrue statement of any material fact and does not omit any
statement of material fact which was required to be stated therein or
necessary to make the statements contained therein not misleading.
(d) Use of The Name "Rydex". The Adviser has the right to use
the name "Rydex" in connection with its services to the Trust and that,
subject to the terms set forth in Section 8 of this Agreement, the
Trust shall have the right to use the name "Rydex" in connection with
the management and operation of the Funds. The Adviser is not aware of
any threatened or existing actions, claims, litigation or proceedings
that would adversely aeffect or prejudice the rights of the Adviser or
the Trust to use the name "Rydex".
(e) Insurance. The Adviser maintains errors and omissions
insurance coverage in an appropriate amount and shall provide prior
written notice to the Trust (i) of any material changes in its
insurance policies or insurance coverage; or (ii) if any material
claims will be made on its insurance policies. Furthermore, the Adviser
shall upon reasonable request provide the Trust with any information it
may reasonably require concerning the amount of or scope of such
insurance.
B-18
(f) No Detrimental Agreement. The Adviser represents and
warrants that it has no arrangement or understanding with any party,
other than the Trust, that would influence the decision of the Adviser
with respect to its selection of securities for a Fund, and that all
selections shall be done in accordance with what is in the best
interest of the Fund.
(g) Conflicts. The Adviser shall act honestly, in good faith
and in the best interests of the Trust including requiring any of its
personnel with knowledge of Fund activities to place the interest of
the Funds first, ahead of their own interests, in all personal trading
scenarios that may involve a conflict of interest with the Funds,
consistent with its fiduciary duties under applicable law.
(h) Representations. The representations and warranties in
this Section 7 shall be deemed to be made on the date this Agreement is
executed and at the time of delivery of the quarterly compliance report
required by Section 3(a), whether or not specifically referenced in
such report.
8. THE NAME "RYDEX". The Adviser grants to the Trust a license to
use the name "Rydex" (the "Name") as part of the name of any Fund. The foregoing
authorization by the Adviser to the Trust to use the Name as part of the name of
any Fund is not exclusive of the right of the Adviser itself to use, or to
authorize others to use, the Name; the Trust acknowledges and agrees that, as
between the Trust and the Adviser, the Adviser has the right to use, or
authorize others to use, the Name. The Trust shall (1) only use the Name in a
manner consistent with uses approved by the Adviser; (2) use its best efforts to
maintain the quality of the services offered using the Name; (3) adhere to such
other specific quality control standards as the Adviser may from time to time
promulgate. At the request of the Adviser, the Trust will (a) submit to Adviser
representative samples of any promotional materials using the Name; and (b)
change the name of any Fund within three months of its receipt of the Adviser's
request, or such other shorter time period as may be required under the terms of
a settlement agreement or court order, so as to eliminate all reference to the
Name and will not thereafter transact any business using the Name in the name of
any Fund; provided, however, that the Trust may continue to use beyond such date
any supplies of prospectuses, marketing materials and similar documents that the
Trust had at the date of such name change in quantities not exceeding those
historically produced and used in connection with such Fund.
9. ADVISER'S COMPENSATION. The Funds shall pay to the Adviser, as
compensation for the Adviser's services hereunder, a fee, determined as
described in Schedule A that is attached hereto and made a part hereof. Such fee
shall be computed daily and paid not less than monthly in arrears by the Funds.
The method for determining net assets of a Fund for purposes hereof
shall be the same as the method for determining net assets for purposes of
establishing the offering and redemption prices of Fund shares as described in
the Funds' prospectus(es). In the event of termination of this Agreement, the
fee provided in this Section shall be computed on the basis of the period ending
on the last business day on which this Agreement is in effect subject to a pro
rata
B-19
adjustment based on the number of days elapsed in the current month as a
percentage of the total number of days in such month.
10. INDEPENDENT CONTRACTOR. In the performance of its duties
hereunder, the Adviser 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 any Fund in any way or
otherwise be deemed to be an agent of the Trust or any Fund. If any occasion
should arise in which the Adviser gives any advice to its clients concerning the
shares of a Fund, the Adviser will act solely as investment counsel for such
clients and not in any way on behalf of the Fund.
11. ASSIGNMENT AND AMENDMENTS. This Agreement shall automatically
terminate, without the payment of any penalty, in the event of its assignment
(as defined in section 2(a)(4) of the 1940 Act); provided that such termination
shall not relieve the Adviser of any liability incurred hereunder.
This Agreement may not be added to or changed orally and may not be
modified or rescinded except by a writing signed by the parties hereto and in
accordance with the 1940 Act, when applicable.
12. DURATION AND TERMINATION.
(a) This Agreement shall become effective as of the date
executed and shall remain in full force and effect continually
thereafter, subject to renewal as provided in Section 12(d) and unless
terminated automatically as set forth in Section 11 hereof or until
terminated as follows:
(b) The Trust may cause this Agreement to terminate either
(i) by vote of its Board or (ii) with respect to any Fund, upon the
affirmative vote of a majority of the outstanding voting securities of
the Fund; or
(c) The Adviser may at any time terminate this Agreement by
not more than sixty (60) days' nor less than thirty (30) days' written
notice delivered or mailed by registered mail, postage prepaid, to the
Trust; or
(d) This Agreement shall automatically terminate two years
from the date of its execution unless its renewal is specifically
approved at least annually thereafter by (i) a majority vote of the
Trustees, including a majority vote of such Trustees who are not
interested persons of the Trust or the Adviser, at a meeting called for
the purpose of voting on such approval; or (ii) the vote of a majority
of the outstanding voting securities of each Fund; provided, however,
that if the continuance of this Agreement is submitted to the
shareholders of the Funds for their approval and such shareholders fail
to approve such continuance of this Agreement as provided herein, the
Adviser may continue to serve hereunder as to the Funds in a manner
consistent with the 1940 Act and the rules and regulations thereunder;
and
Termination of this Agreement pursuant to this Section shall be without
payment of any penalty.
B-20
In the event of termination of this Agreement for any reason, the
Adviser shall, immediately upon notice of termination or on such later date as
may be specified in such notice, cease all activity on behalf of the Funds and
with respect to any of their assets, except as otherwise required by any
fiduciary duties of the Adviser under applicable law. In addition, the Adviser
shall deliver the Fund Books and Records to the Trust by such means and in
accordance with such schedule as the Trust shall direct and shall otherwise
cooperate, as reasonably directed by the Trust, in the transition of portfolio
asset management to any successor of the Adviser.
13. CERTAIN DEFINITIONS. For the purposes of this Agreement:
(a) "Affirmative vote of a majority of the outstanding voting
securities of the Fund" shall have the meaning as set forth in the 1940
Act, subject, however, to such exemptions as may be granted by the
Commission under the 1940 Act or any interpretations of the Commission
staff.
(b) "Interested persons" and "Assignment" shall have their
respective meanings as set forth in the 1940 Act, subject, however, to
such exemptions as may be granted by the Commission under the 1940 Act
or any interpretations of the Commission staff.
14. LIABILITY OF THE ADVISER. The 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 1933 Act) (collectively, the "Adviser Indemnitees") 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
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 Code, or (c) the Adviser's
willful misfeasance, bad faith or gross negligence generally in the performance
of its duties hereunder or its reckless disregard of its obligations and duties
under this Agreement.
15. ENFORCEABILITY. Any term or provision of this Agreement which is
invalid or unenforceable in any jurisdiction shall, as to such jurisdiction be
ineffective to the extent of such invalidity or unenforceability without
rendering invalid or unenforceable the remaining terms or provisions of this
Agreement or affecting the validity or enforceability of any of the terms or
provisions of this Agreement in any other jurisdiction.
16. LIMITATION OF LIABILITY. The parties to this Agreement
acknowledge and agree that all litigation arising hereunder, whether direct or
indirect, and of any and every nature whatsoever shall be satisfied solely out
of the assets of the affected Fund and that no Trustee, officer or holder of
shares of beneficial interest of the Fund shall be personally liable for any of
the foregoing liabilities. The Trust's Certificate of Trust, as amended from
time to time, is on file in the Office of the Secretary of State 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-21
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 SERIES FUNDS, 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-22
SCHEDULE A
TO THE
ADVISORY AGREEMENT
DATED [ ], 2011 BETWEEN
RYDEX SERIES FUNDS
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:
B-23
* Denotes Funds that have not yet commenced operations.
B-24
ADVISORY AGREEMENT
ADVISORY AGREEMENT made as of this [ ] day of [ ], 2011 by and between
RYDEX DYNAMIC FUNDS (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 U.S. Securities and Exchange
Commission (the "Commission"), and to the investment 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) Compliance. The Adviser agrees to comply with the
requirements of the 1940 Act, the Investment Advisers Act of 1940 (the
"Advisers Act"), the 1933 Act, the
B-25
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 applicable federal
and state laws, rules, regulations and case law that relate to the
services and relationships described hereunder and to the conduct of
its 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 of
the Internal Revenue Code of 1986, as amended (the "Code"), for
qualification as a 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 the foregoing.
(c) Proxy Voting. The Board has the authority to determine
how proxies with respect to securities that are held by the Funds shall
be voted, and the Board has initially determined to delegate the
authority and responsibility to vote proxies for the Funds' securities
to the Adviser. So long as proxy voting authority for the Funds has
been delegated to the Adviser, the Adviser shall exercise its proxy
voting responsibilities. The Adviser shall carry out such
responsibility in accordance with any instructions that the Board 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.
(d) Recordkeeping. The Adviser shall not be 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 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 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 from time to time with
whatever information the Adviser believes is appropriate
B-26
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 fair value of any Fund holdings for which market quotations are not
readily available or as otherwise required in accordance with the 1940
Act or the Trust's valuation procedures for the purpose of calculating
the Fund net asset value in accordance with procedures and methods
established by the Board.
(f) Cooperation with Agents of the Trust. The Adviser agrees
to cooperate with and provide reasonable assistance to the Trust, any
Trust custodian or foreign sub- custodians, any Trust pricing agents
and all other agents and representatives of the Trust, such information
with respect to the Funds as they may reasonably request from time to
time in the performance of their obligations, provide prompt responses
to reasonable requests made by such persons and establish appropriate
interfaces with each so as to promote the efficient exchange of
information and compliance with applicable laws and regulations.
2. CODE OF ETHICS. The Adviser has adopted a written code of ethics
that it reasonably believes complies with the requirements of Rule 17j-1 under
the 1940 Act, which it will provide to the Trust. The Adviser shall ensure that
its Access Persons (as defined in the Adviser's Code of Ethics) comply in all
material respects with the Adviser's Code of Ethics, as in effect from time to
time. Upon request, the Adviser shall provide the Trust with a (i) a copy of the
Adviser's current Code of Ethics, as in effect from time to time, and (ii)
certification that it has adopted procedures reasonably necessary to prevent
Access Persons from engaging in any conduct prohibited by the Adviser's Code of
Ethics. Annually, the Adviser shall furnish a written report, which complies
with the requirements of Rule 17j-1, concerning the Adviser's Code of Ethics to
the Trust. The Adviser shall respond to requests for information from the Trust
as to violations of the Code of Ethics by Access Persons and the sanctions
imposed by the Adviser. The Adviser shall immediately notify the Trust of any
material violation of the Code of Ethics, whether or not such violation relates
to a security held by any Fund.
3. INFORMATION AND REPORTING. The Adviser shall provide the Trust
and its respective officers with such periodic reports concerning the
obligations the Adviser has assumed under this Agreement as the Trust may from
time to time reasonably request.
(a) Notification of Breach/Compliance Reports. The Adviser
shall notify the Trust immediately upon detection of (i) any material
failure to manage any Fund in accordance with its investment objectives
and policies or any applicable law; or (ii) any material breach of the
Funds' or the Adviser's policies, guidelines or procedures. In
addition, the Adviser shall provide a quarterly report regarding each
Fund's compliance with its investment objectives and policies,
applicable law, including, but not limited to the 1940 Act and
Subchapter M of the Code, and the Fund's policies, guidelines or
procedures as applicable to the Adviser's obligations under this
Agreement. The Adviser agrees to correct any such failure promptly and
to take any action that the Board may reasonably request in connection
with any such breach. Upon request, the Adviser shall also provide the
officers of the Trust with supporting certifications in connection with
B-27
such certifications of Fund financial statements and disclosure
controls pursuant to the Sarbanes-Oxley Act. The Adviser will promptly
notify the Trust in the event (i) the Adviser is served or otherwise
receives notice of any action, suit, proceeding, inquiry or
investigation, at law or in equity, before or by any court, public
board, or body, involving the affairs of the Trust (excluding class
action suits in which a Fund is a member of the plaintiff class by
reason of the Fund's ownership of shares in the defendant) or the
compliance by the Adviser with the federal or state securities laws or
(ii) an actual change in control of the Adviser resulting in an
"assignment" (as defined in the 1940 Act) has occurred or is otherwise
proposed to occur.
(b) Board and Filings Information. The Adviser will also
provide the Trust with any information reasonably requested regarding
its management of the Funds required for any meeting of the Board, or
for any shareholder report, amended registration statement, proxy
statement, or prospectus supplement to be filed by the Trust with the
Commission. The Adviser will make its officers and employees available
to meet with the Board from time to time on due notice to review its
investment management services to the Funds in light of current and
prospective economic and market conditions and shall furnish to the
Board such information as may reasonably be necessary in order for the
Board to evaluate this Agreement or any proposed amendments thereto.
(c) Transaction Information. The Adviser shall furnish to the
Trust such information concerning portfolio transactions as may be
necessary to enable the Trust or its designated agent to perform such
compliance testing on the Funds and the Adviser's services as the Trust
may, in its sole discretion, determine to be appropriate. The provision
of such information by the Adviser to the Trust or its designated agent
in no way relieves the Adviser of its own responsibilities under this
Agreement.
4. BROKERAGE.
(a) Principal Transactions. In connection with purchases or
sales of securities for the account of a Fund, neither the Adviser nor
any of its directors, officers or employees will act as a principal or
agent or receive any commission except as permitted by the 1940 Act.
(b) Placement of Orders. The Adviser shall arrange for the
placing of all orders for the purchase and sale of securities for a
Fund's account with brokers or dealers selected by the Adviser. In the
selection of such brokers or dealers and the placing of such orders,
the Adviser is directed at all times to seek for the Fund the most
favorable execution and net price available under the circumstances. It
is also understood that it is desirable for the Fund that the Adviser
have access to brokerage and research services provided by brokers who
may execute brokerage transactions at a higher cost to the Fund than
may result when allocating brokerage to other brokers, consistent with
section 28(e) of the 1934 Act and any Commission staff interpretations
thereof. Therefore, the Adviser is authorized to place orders for the
purchase and sale of securities for a Fund with such brokers, subject
to review by the Board from time to time with respect to the extent and
continuation of this practice. It is understood that the services
provided by such brokers
B-28
may be useful to the Adviser in connection with its or its affiliates'
services to other clients.
(c) Aggregated Transactions. On occasions when the Adviser
deems the purchase or sale of a security to be in the best interest of
a Fund as well as other clients of the Adviser, the Adviser may, to the
extent permitted by applicable law and regulations, aggregate the order
for securities to be sold or purchased. In such event, the Adviser will
allocate securities or futures contracts so purchased or sold, as well
as the expenses incurred in the transaction, in the manner the Adviser
reasonably considers to be equitable and consistent with its fiduciary
obligations to the Fund and to such other clients under the
circumstances.
(d) Affiliated Brokers. The Adviser or any of its affiliates
may act as broker in connection with the purchase or sale of securities
or other investments for a Fund, subject to: (a) the requirement that
the Adviser seek to obtain best execution and price within the policy
guidelines determined by the Board and set forth in the Fund's current
prospectus and SAI; (b) the provisions of the 1940 Act; (c) the
provisions of the Advisers Act; (d) the provisions of the 1934 Act; and
(e) other provisions of applicable law. These brokerage services are
not within the scope of the duties of the Adviser under this Agreement.
Subject to the requirements of applicable law and any procedures
adopted by the Board, the Adviser or its affiliates may receive
brokerage commissions, fees or other remuneration from a Fund for these
services in addition to the Adviser's fees for services under this
Agreement.
5. CUSTODY. Nothing in this Agreement shall permit the Adviser to
take or receive physical possession of cash, securities or other investments of
a Fund.
6. ALLOCATION OF CHARGES AND EXPENSES. The Adviser will bear its
own costs of providing services hereunder. Other than as herein specifically
indicated, the Adviser shall not be responsible for a Fund's expenses, including
brokerage and other expenses incurred in placing orders for the purchase and
sale of securities and other investment instruments.
7. REPRESENTATIONS, WARRANTIES AND COVENANTS.
(a) Properly Registered. The Adviser is registered as an
investment adviser under the Advisers Act, and will remain so
registered for the duration of this Agreement. The Adviser is not
prohibited by the Advisers Act or the 1940 Act from performing the
services contemplated by this Agreement, and to the best knowledge of
the Adviser, there is no proceeding or investigation that is reasonably
likely to result in the Adviser being prohibited from performing the
services contemplated by this Agreement. The Adviser agrees to promptly
notify the Trust of the occurrence of any event that would disqualify
the Adviser from serving as an investment adviser to an investment
company. The Adviser is in compliance in all material respects with all
applicable federal and state law in connection with its investment
management operations.
(b) ADV Disclosure. The Adviser has provided the Trust with a
copy of its Form ADV as most recently filed with the Commission and
will, promptly after filing
B-29
any amendment to its Form ADV with the Commission, furnish a copy of
such amendment(s) to the Trust. The information contained in the
Adviser's Form ADV 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.
(c) Fund Disclosure Documents. The Adviser has reviewed and
will in the future review, the Registration Statement, and any
amendments or supplements thereto, the annual or semi-annual reports to
shareholders, other reports filed with the Commission and any marketing
material of the Funds (collectively the "Disclosure Documents") and
represents and warrants that with respect to disclosure about the
Adviser, the manner in which the Adviser manages the Funds or
information relating directly or indirectly to the Adviser, such
Disclosure Documents contain or will contain, as of the date thereof,
no untrue statement of any material fact and does not omit any
statement of material fact which was required to be stated therein or
necessary to make the statements contained therein not misleading.
(d) Use of The Name "Rydex". The Adviser has the right to use
the name "Rydex" in connection with its services to the Trust and that,
subject to the terms set forth in Section 8 of this Agreement, the
Trust shall have the right to use the name "Rydex" in connection with
the management and operation of the Funds. The Adviser is not aware of
any threatened or existing actions, claims, litigation or proceedings
that would adversely affect or prejudice the rights of the Adviser or
the Trust to use the name "Rydex".
(e) Insurance. The Adviser maintains errors and omissions
insurance coverage in an appropriate amount and shall provide prior
written notice to the Trust (i) of any material changes in its
insurance policies or insurance coverage; or (ii) if any material
claims will be made on its insurance policies. Furthermore, the Adviser
shall upon reasonable request provide the Trust with any information it
may reasonably require concerning the amount of or scope of such
insurance.
(f) No Detrimental Agreement. The Adviser represents and
warrants that it has no arrangement or understanding with any party,
other than the Trust, that would influence the decision of the Adviser
with respect to its selection of securities for a Fund, and that all
selections shall be done in accordance with what is in the best
interest of the Fund.
(g) Conflicts. The Adviser shall act honestly, in good faith
and in the best interests of the Trust including requiring any of its
personnel with knowledge of Fund activities to place the interest of
the Funds first, ahead of their own interests, in all personal trading
scenarios that may involve a conflict of interest with the Funds,
consistent with its fiduciary duties under applicable law.
(h) Representations. The representations and warranties in
this Section 7 shall be deemed to be made on the date this Agreement is
executed and at the time of delivery
B-30
of the quarterly compliance report required by Section 3(a), whether or
not specifically referenced in such report.
8. THE NAME "RYDEX". The Adviser grants to the Trust a license to
use the name "Rydex" (the "Name") as part of the name of any Fund. The foregoing
authorization by the Adviser to the Trust to use the Name as part of the name of
any Fund is not exclusive of the right of the Adviser itself to use, or to
authorize others to use, the Name; the Trust acknowledges and agrees that, as
between the Trust and the Adviser, the Adviser has the right to use, or
authorize others to use, the Name. The Trust shall (1) only use the Name in a
manner consistent with uses approved by the Adviser; (2) use its best efforts to
maintain the quality of the services offered using the Name; (3) adhere to such
other specific quality control standards as the Adviser may from time to time
promulgate. At the request of the Adviser, the Trust will (a) submit to Adviser
representative samples of any promotional materials using the Name; and (b)
change the name of any Fund within three months of its receipt of the Adviser's
request, or such other shorter time period as may be required under the terms of
a settlement agreement or court order, so as to eliminate all reference to the
Name and will not thereafter transact any business using the Name in the name of
any Fund; provided, however, that the Trust may continue to use beyond such date
any supplies of prospectuses, marketing materials and similar documents that the
Trust had at the date of such name change in quantities not exceeding those
historically produced and used in connection with such Fund.
9. ADVISER'S COMPENSATION. The Funds shall pay to the Adviser, as
compensation for the Adviser's services hereunder, a fee, determined as
described in Schedule A that is attached hereto and made a part hereof. Such fee
shall be computed daily and paid not less than monthly in arrears by the Funds.
The method for determining net assets of a Fund for purposes hereof
shall be the same as the method for determining net assets for purposes of
establishing the offering and redemption prices of Fund shares as described in
the Funds' prospectus(es). In the event of termination of this Agreement, the
fee provided in this Section shall be computed on the basis of the period ending
on the last business day on which this Agreement is in effect subject to a pro
rata adjustment based on the number of days elapsed in the current month as a
percentage of the total number of days in such month.
10. INDEPENDENT CONTRACTOR. In the performance of its duties
hereunder, the Adviser 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 any Fund in any way or
otherwise be deemed to be an agent of the Trust or any Fund. If any occasion
should arise in which the Adviser gives any advice to its clients concerning the
shares of a Fund, the Adviser will act solely as investment counsel for such
clients and not in any way on behalf of the Fund.
11. ASSIGNMENT AND AMENDMENTS. This Agreement shall automatically
terminate, without the payment of any penalty, in the event of its assignment
(as defined in section 2(a)(4) of the 1940 Act); provided that such termination
shall not relieve the Adviser of any liability incurred hereunder.
B-31
This Agreement may not be added to or changed orally and may not be
modified or rescinded except by a writing signed by the parties hereto and in
accordance with the 1940 Act, when applicable.
12. DURATION AND TERMINATION.
(a) This Agreement shall become effective as of the date
executed and shall remain in full force and effect continually
thereafter, subject to renewal as provided in Section 12(d) and unless
terminated automatically as set forth in Section 11 hereof or until
terminated as follows:
(b) The Trust may cause this Agreement to terminate either
(i) by vote of its Board or (ii) with respect to any Fund, upon the
affirmative vote of a majority of the outstanding voting securities of
the Fund; or
(c) The Adviser may at any time terminate this Agreement by
not more than sixty (60) days' nor less than thirty (30) days' written
notice delivered or mailed by registered mail, postage prepaid, to the
Trust; or
(d) This Agreement shall automatically terminate two years
from the date of its execution unless its renewal is specifically
approved at least annually thereafter by (i) a majority vote of the
Trustees, including a majority vote of such Trustees who are not
interested persons of the Trust or the Adviser, at a meeting called for
the purpose of voting on such approval; or (ii) the vote of a majority
of the outstanding voting securities of each Fund; provided, however,
that if the continuance of this Agreement is submitted to the
shareholders of the Funds for their approval and such shareholders fail
to approve such continuance of this Agreement as provided herein, the
Adviser may continue to serve hereunder as to the Funds in a manner
consistent with the 1940 Act and the rules and regulations thereunder;
and
Termination of this Agreement pursuant to this Section shall be without payment
of any penalty. In the event of termination of this Agreement for any reason,
the Adviser shall, immediately upon notice of termination or on such later date
as may be specified in such notice, cease all activity on behalf of the Funds
and with respect to any of their assets, except as otherwise required by any
fiduciary duties of the Adviser under applicable law. In addition, the Adviser
shall deliver the Fund Books and Records to the Trust by such means and in
accordance with such schedule as the Trust shall direct and shall otherwise
cooperate, as reasonably directed by the Trust, in the transition of portfolio
asset management to any successor of the Adviser.
13. CERTAIN DEFINITIONS. For the purposes of this Agreement:
(a) "Affirmative vote of a majority of the outstanding voting
securities of the Fund" shall have the meaning as set forth in the 1940
Act, subject, however, to such exemptions as may be granted by the
Commission under the 1940 Act or any interpretations of the Commission
staff.
(b) "Interested persons" and "Assignment" shall have their
respective meanings as set forth in the 1940 Act, subject, however, to
such exemptions as may be
B-32
granted by the Commission under the 1940 Act or any interpretations of
the Commission staff.
14. LIABILITY OF THE ADVISER. The 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 1933 Act) (collectively, the "Adviser Indemnitees") 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
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 Code, or (c) the Adviser's
willful misfeasance, bad faith or gross negligence generally in the performance
of its duties hereunder or its reckless disregard of its obligations and duties
under this Agreement.
15. ENFORCEABILITY. Any term or provision of this Agreement which is
invalid or unenforceable in any jurisdiction shall, as to such jurisdiction be
ineffective to the extent of such invalidity or unenforceability without
rendering invalid or unenforceable the remaining terms or provisions of this
Agreement or affecting the validity or enforceability of any of the terms or
provisions of this Agreement in any other jurisdiction.
16. LIMITATION OF LIABILITY. The parties to this Agreement
acknowledge and agree that all litigation arising hereunder, whether direct or
indirect, and of any and every nature whatsoever shall be satisfied solely out
of the assets of the affected Fund and that no Trustee, officer or holder of
shares of beneficial interest of the Fund shall be personally liable for any of
the foregoing liabilities. The Trust's Certificate of Trust, as amended from
time to time, is on file in the Office of the Secretary of State 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.
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 and/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.
B-33
RYDEX DYNAMIC FUNDS, 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-34
SCHEDULE A
TO THE
ADVISORY AGREEMENT
DATED [ ], 2011 BETWEEN
RYDEX DYNAMIC FUNDS
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:
B-35
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"), Rydex Series Funds
("RSF") and Rydex Dynamic Funds ("RDF") (collectively, the "Trusts") pursuant to
investment advisory agreements between each of the Trusts, 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
March 31, 2011 for RSF (except as noted) and December 31, 2010
for RVT, RDF, and RSF (except as noted);
(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 March 31, 2011 for RSF (except as
noted) and December 31, 2010 for RVT, RDF, and RSF (except as
noted);
(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 for RSF (except as
noted) and December 31, 2010 for RVT, RDF and RSF (except as
noted);
(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; and
(vii) the amount of distribution (12b-1) fees paid by each RSF and RDF
Fund during the Fund's fiscal year ended March 31, 2011 for RSF
(except as noted) and December 31, 2010 for RDF and RSF (except
as noted).
C-1
RYDEX VARIABLE TRUST
C-2
C-3
* 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
RYDEX DYNAMIC FUNDS
MANAGEMENT, ADMINISTRATIVE, AND ACCOUNTING FEES
DISTRIBUTION FEES
C-5
RYDEX SERIES FUNDS
MANAGEMENT, ADMINISTRATIVE, AND ACCOUNTING FEES
C-6
C-7
* The Fund has a fiscal year end of December 31.
(1) The Fund invests primarily in underlying funds (the "Underlying Funds").
The Investment Adviser receives an investment advisory fee for managing the
Underlying Funds. The Underlying Funds pay a monthly investment advisory
fee to the Investment Adviser for its services. The fee is based on the
average net daily 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.
(2) The Investment Adviser 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.
(3) The Fund may invest up to 25% of its total assets in a wholly-owned and
controlled Cayman Islands subsidiary (the "Subsidiary"). The Subsidiary has
entered into a separate advisory agreement with the Investment Adviser for
the management of the Subsidiary's portfolio pursuant to which the
Subsidiary pays the Investment Adviser a management fee at the same rate
that the Fund pays the Investment Adviser for services provided to the
Fund. The Investment Adviser has contractually agreed to waive the
management fee it receives from the Fund in an amount equal to the
management fee paid to the Investment Adviser by the Subsidiary. This
undertaking will continue in effect for so long as the Fund invests in the
Subsidiary, and may not be terminated by the Investment Adviser unless the
Investment Adviser first obtains the prior approval of the Fund's Board of
Trustees for such termination. The management fees included in the table
reflect the net management fees paid to the Investment Adviser by the Fund
after the fee waiver.
C-8
DISTRIBUTION FEES*
(*For A-Class, C-Class, H-Class and Advisor Class shares. Investor Class shares
and Investor 2 Class shares were not subject to distribution fees.)
C-9
_________________
* The Fund has a fiscal year end of December 31.
C-10
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.
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.
D-1
D-2
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.
SERIES OF RYDEX VARIABLE TRUST:
-------------------------------
E-1
E-2
E-3
E-4
E-5
SERIES OF RYDEX DYNAMIC FUNDS:
------------------------------
E-6
SERIES OF RYDEX SERIES FUNDS:
-----------------------------
E-7
E-8
E-9
E-10
E-11
The Investment Adviser did not reduce or waive its investment advisory fees for
the period indicated.
------------------------------
1 The Fund invests primarily in underlying funds (the "Underlying Funds").
The Investment Adviser receives an investment advisory fee for managing the
Underlying Funds. The Underlying Funds pay a monthly investment advisory
fee to the Investment Adviser for its services. The fee is based on the
average net daily 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.
2 The Fund may invest in a wholly-owned and controlled Cayman Islands
subsidiary (the "Subsidiary"). The Subsidiary has entered into a separate
advisory agreement with the Investment Adviser for the management of the
Subsidiary's portfolio pursuant to which the Subsidiary pays the Investment
Adviser a management fee at the same rate that the Fund pays the Investment
Adviser for services provided to the Fund. The Investment Adviser has
contractually agreed to waive the management fee it receives from the Fund
in an amount equal to the management fee paid to the Investment Adviser by
the Subsidiary. This undertaking will continue in effect for so long as the
Fund invests in the Subsidiary, and may not be terminated by the Investment
Adviser unless the Investment Adviser first obtains the prior approval of
the Fund's Board of Trustees for such termination. The management fees
included in the table reflect the net management fees paid to the
Investment Adviser by the Fund after the fee waiver.
E-12
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") 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:
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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:
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.
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.
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.
* 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 "Investment Company Act");
WHEREAS, RVT is authorized to issue shares of (a) the DWA Flexible
Allocation Fund and (b) the DWA Sector Rotation Fund, each a separate series of
RVT (referred to herein individually as the "Fund" and 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 Investment Company Act; and
WHEREAS, the Adviser, with the approval of the 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 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"), 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 term of 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 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 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 Subadviser, mentioning
either Fund, including but not limited to, advertisements, brochures,
and promotional and any other similar materials (the "Informational
Materials"), 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.
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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.
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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 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 Funds, or (ii) by the affirmative
vote of a majority of the Funds' outstanding voting securities. In addition to
the foregoing, each renewal of this Agreement with respect to the Funds must be
approved by the vote of a majority of the Funds' directors 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. Prior to voting on
the renewal of this Agreement, the Board of Trustees of the Funds may request
and evaluate, and the Subadviser shall furnish, such information as may
reasonably be necessary to enable the Funds' Board of Trustees to evaluate the
terms of this Agreement.
(b) Termination. Notwithstanding whatever may be provided herein
to the contrary, this Agreement may be terminated at any time, without payment
of any penalty:
(i) By vote of a majority of the Board of Trustees of the Funds, or
by vote of a majority of the outstanding voting securities of the Funds, or by
the Adviser, in each case, upon sixty (60) days' written notice to the
Subadviser;
(ii) By the Adviser upon breach by the Subadviser of any
representation or warranty contained in Section 6 hereof, which shall not have
been cured during the notice period, upon twenty (20) days written notice;
(iii) By the Adviser immediately upon written notice to the Subadviser
if the Subadviser becomes unable to discharge its duties and obligations under
this Agreement; or
(iv) By the Subadviser upon sixty (60) days written notice to the
Adviser and the Funds.
This Agreement shall not be assigned (as such term is defined in the Investment
Company Act) without the prior written consent of the parties hereto. This
Agreement shall terminate automatically in the event of its assignment without
such consent.
J-9
13. Duties of the Adviser. The Adviser shall continue to have
responsibility for all services to be provided to the Funds pursuant to the
Advisory Agreement and shall oversee and review the Subadviser's performance of
its duties under this Agreement.
14. Amendment. This Agreement may be amended by mutual consent of
the parties, provided that the terms of each such amendment shall be approved by
the Board of Trustees of the Funds or by a vote of a majority of the outstanding
voting securities of the Funds.
15. Confidentiality. Subject to the duties of the Adviser, the
Funds and the Subadviser to comply with applicable law, including any demand of
any regulatory or taxing authority having jurisdiction, the parties hereto shall
treat as confidential all information pertaining to the Funds and the actions of
the Subadviser, the Adviser and the Funds in respect thereof.
16. Notice. Any notice that is required to be given by the
parties to each other (or to the Funds) under the terms of this Agreement shall
be in writing, delivered, or mailed postpaid to the other party, or transmitted
by facsimile with acknowledgment of receipt, to the parties at the following
addresses or facsimile numbers, which may from time to time be changed by the
parties by notice to the other party:
(a) If to the Subadviser:
Dorsey Wright & Associates, Inc.
9201 Forest Hill Avenue; Ste 100
Richmond, VA 23225
Attention: Watson H. Wright, Secretary/Treasurer
Facsimile: (804) 320-8577
(b) If to the Adviser:
Security Investors, LLC
805 King Farm Boulevard, Suite 600
Rockville, MD 20850
Attention: Rich Goldman
Facsimile: (785) 438-3080
with a copy to:
Security Investors, LLC
One Security Benefit Place
Topeka, KS 66636-0001
Attention: General Counsel
Facsimile: (785) 438-3080
17. Governing Law; Jurisdiction. This Agreement shall be governed
by and construed in accordance with the internal laws of the State of Kansas.
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18. Counterparts. This Agreement may be executed in one or more
counterparts, all of which shall together constitute one and the same
instrument.
19. Captions. The captions herein are included for convenience of
reference only and shall be ignored in the construction or interpretation
hereof.
20. Severability. If any provision of this Agreement shall be
held or made invalid by a court decision or applicable law, the remainder of the
Agreement shall not be affected adversely and shall remain in full force and
effect.
21. Certain Definitions.
(a) "Business day." As used herein, business day means any
customary business day in the United States on which the New York Stock
Exchange is open.
(b) Miscellaneous. Any question of interpretation of any term
or provision of this Agreement having a counterpart in or otherwise derived
from a term or provision of the Investment Company Act shall be resolved by
reference to such term or provision of the Investment Company Act and to
interpretations thereof, if any, by the U.S. courts or, in the absence of any
controlling decisions of any such court, by rules, regulation or order of the
Commission validly issued pursuant to the Investment Company Act. Specifically,
as used herein, "investment company," "affiliated person," "interested person,"
"assignment," "broker," "dealer" and "affirmative vote of the majority of each
Fund's outstanding voting securities" shall all have such meaning as such terms
have in the Investment Company Act. The term "investment adviser" shall have
such meaning as such term has in the Investment Advisers Act and the Investment
Company Act, and in the event of a conflict between such Acts, the most
expansive definition shall control. In addition, where the effect of a
requirement of the Investment Company Act reflected in any provision of this
Agreement is relaxed by a rule, regulation or order of the Commission, whether
of special or general application, such provision shall be deemed to incorporate
the effect of such rule, regulation or order.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on
the day and year first written above.
SECURITY INVESTORS, LLC
By:
-------------------------------
Name: Richard Goldman
Title: President
Attest:
-------------------------------
Name: Michael Byrum
Title: Secretary
J-11
DORSEY, WRIGHT & ASSOCIATES, INC.
By:
-------------------------------
Name: Thomas J. Dorsey
Title: President
Attest:
-------------------------------
Name: Watson H. Wright
Title: Secretary
J-12
EXHIBIT A
BOOKS AND RECORDS
Pursuant to Section 2(d) of this Agr1eement, the following are a list of books
and records the Subadviser will keep pursuant to Rule 31a-1(b) and (f) under the
Investment Company Act of 1940.
b. Every registered investment company shall maintain and keep current the
following books, accounts, and other documents:
1. Journals (or other records of original entry) containing an
itemized daily record in detail of all purchases and sales of
securities (including sales and redemptions of its own
securities), all receipts and deliveries of securities (including
certificate numbers if such detail is not recorded by custodian
or transfer agent), all receipts and disbursements of cash and
all other debits and credits. Such records shall show for each
such transaction the name and quantity of securities, the unit
and aggregate purchase or sale price, commission paid, the market
on which effected, the trade date, the settlement date, and the
name of the person through or from whom purchased or received or
to whom sold or delivered. In the case of a money market fund,
also identify the provider of any Demand Feature or Guarantee (as
defined in Rule 2a-7(a)(8) or Rule 2a-7(a)(15) respectively) and
give a brief description of the nature of the Demand Feature or
Guarantee (e.g., unconditional demand feature, conditional demand
feature, letter of credit, or bond insurance) and, in a
subsidiary portfolio investment record, provide the complete
legal name and accounting and other information (including
sufficient information to calculate coupons, accruals,
maturities, puts, and calls) necessary to identify, value, and
account for each investment.
5. A record of each brokerage order given by or in behalf of the
investment company for, or in connection with, the purchase or
sale of securities, whether executed or unexecuted. Such record
shall include the name of the broker, the terms and conditions of
the order and of any modification or cancellation thereof, the
time of entry or cancellation, the price at which executed, and
the time of receipt of report of execution. The record shall
indicate the name of the person who placed the order in behalf of
the investment company.
6. A record of all other portfolio purchases or sales showing
details comparable to those prescribed in paragraph (b)(5) of this
section.
7. A record of all puts, calls, spreads, straddles, and other
options in which the investment company has any direct or
indirect interest or which the investment company has granted or
guaranteed; and a record of any contractual commitments to
purchase, sell, receive or deliver securities or other property
(but not including open orders placed with broker-dealers for the
purchase or sale of securities, which may be cancelled by the
company on notices without penalty or cost of any kind);
containing, at least, an identification of the security, the
number of units involved, the option price, the date of maturity,
the date of issuance, and the person to whom issued.
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9. A record for each fiscal quarter, which shall be completed
within ten days after the end of such quarter, showing
specifically the basis or bases upon which the allocation of
orders for the purchase and sale of portfolio securities to named
brokers or dealers and the division of brokerage commissions or
other compensation on such purchase and sale orders among named
persons were made during such quarter. The record shall indicate
the consideration given to (i) sales of shares of the investment
company by brokers or dealers, (ii) the supplying of services or
benefits by brokers or dealers to the investment company, its
investment adviser or principal underwriter or any persons
affiliated therewith, and (iii) any other considerations other
than the technical qualifications of the brokers and dealers as
such. The record shall show the nature of the services or
benefits made available, and shall describe in detail the
application of any general or specific formula or other
determinant used in arriving at such allocation of purchase and
sale orders and such division of brokerage commissions or other
compensation. The record shall also include the identities of the
persons responsible for the determination of such allocation and
such division of brokerage commissions or other compensation.
10. A record in the form of an appropriate memorandum identifying
the person or persons, committees, or groups authorizing the
purchase or sale of portfolio securities. Where an authorization
is made by a committee or group, a record shall be kept of the
names of its members who participated in the authorization. There
shall be retained as part of the record required by this
paragraph any memorandum, recommendation, or instruction
supporting or authorizing the purchase or sale of portfolio
securities. The requirements of this paragraph are applicable to
the extent they are not met by compliance with the requirements
of paragraph (b)(4) of this section.
11. Files of all advisory material received from the investment
adviser, any advisory board or advisory committee, or any other
persons from whom the investment company accepts investment
advice, other than material which is furnished solely through
uniform publications distributed generally.
f. Every investment adviser not a majority-owned subsidiary of a
registered investment company shall maintain such accounts, books and other
documents as are required to be maintained by registered investment
advisers by rule adopted under section 204 of the Investment Advisers Act
of 1940, to the extent such records are necessary or appropriate to record
such person's transactions with such registered investment company.
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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 .25% of the average daily net assets of the 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 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.
K-1
APPENDIX L [CONFIRM.]
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.
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.
The table below lists the names of other mutual funds advised or
sub-advised by Dorsey, Wright & Associates, Inc. ("DWA") with similar investment
objectives as the DWA Flexible Allocation Fund and DWA Sector Rotation Fund (the
"DWA Funds"), and information concerning the DWA Funds' and such other funds'
net assets and the rate of compensation for DWA for its services to the DWA
Funds and such other funds.
M-1
APPENDIX N
FORM OF NEW SUB-ADVISORY AGREEMENT WITH AMERICAN
INDEPENDENCE FINANCIAL SERVICES, LLC
AGREEMENT made this [ ] day of [ ], 2011 by and between Security Investors, LLC
("Adviser") and American Independence Financial Services, LLC (the
"Sub-Adviser");
WHEREAS, the Rydex Series Funds (the "Trust"), a Delaware statutory trust, is an
open-end, management investment company registered under the Investment Company
Act of 1940, as amended ("1940 Act"), consisting of several series, including
the Long Short Interest Rate Strategy Fund (the "Fund"), each having its own
investment policies; and
WHEREAS, the Trust has retained the Adviser to provide the Trust with business
and asset management services, subject to the control of the Trust's Board of
Trustees;
WHEREAS, the Trust's agreement with the Adviser permits the Adviser to delegate
to other parties certain of its asset management responsibilities; and
WHEREAS, the Adviser desires to retain the Sub-Adviser to render certain
research and investment management services to the Fund, and the Sub-Adviser
desires to render such services;
NOW THEREFORE, in consideration of mutual covenants herein contained, the
parties hereto agree as follows:
1. (a) Duties of Sub-Adviser. The Adviser hereby retains the
Sub-Adviser to act as research provider for and to provide certain investment
advice for the management of the assets of the Fund, subject to the supervision
of the Adviser and the Fund's Board of Trustees (the "Board") and subject to the
terms of this Agreement. The Sub-Adviser hereby accepts such employment. In such
capacity, the Sub-Adviser shall be responsible for the duties defined below.
(i) The Sub-Adviser agrees to construct and provide the Adviser
with the Long Short Treasury Strategy model in an electronic signal, forwarded
to the Adviser on such intervals as determined by the Sub-Adviser (the
"Signal"). The signal shall contain such information necessary for the Adviser
to implement the Fund's strategy. Each Signal shall be delivered to the Adviser
via electronic mail or such other form of communication as the parties mutually
agree.
(ii) The Sub-Adviser shall continuously monitor the performance
of the Long Short Strategy model (the "Model") and will advise the Adviser of
any necessary updates to the Model via a Signal.
(iii) The Sub-Adviser will make available its officers and
employees to meet with the Board at the Trust's principal place of business once
each calendar year, on due notice to the Sub- Adviser, to review the
Sub-Adviser's advice.
(iv) The Sub-Adviser will maintain all books and records
required to be maintained pursuant to the Investment Company Act of 1940 and the
rules and regulations promulgated thereunder
N-1
and shall timely furnish to the Adviser all information relating to the
Sub-Adviser's services hereunder as reasonably requested by the Adviser. The
Sub-Adviser further agrees that all books and records maintained hereunder,
including those maintained in electronic formats, shall be made available to the
Trust or the Adviser upon reasonable request and notice.
(v) In all matters relating to the performance of this
Agreement, the Sub-Adviser and its members, officers, partners, employees and
interested persons shall act in all material respects in conformity with the
Trust's Agreement and Declaration of Trust, By-Laws, and currently effective
registration statement, and with the written instructions and directions of the
Board and the Adviser, after receipt of such documents from the Trust, and shall
comply in all material respects with the requirements of the 1940 Act, the
Investment Advisers Act, the Commodity Exchange Act (the "CEA"), the rules
thereunder, and all other applicable federal and state laws and regulations.
In carrying out its obligations under this Agreement, the Sub-Adviser
shall seek to ensure that, the Fund complies with all applicable statutes and
regulations necessary to qualify the Fund as a Regulated Investment Company
under Subchapter M of the Code (or any successor provision).
(vi) The Sub-Adviser agrees to cooperate with the Adviser and
the Fund and the Trust's officers and Trustees, including the Trust's Chief
Compliance Officer ("CCO"), with respect to (i) compliance-related matters
related to its responsibilities under this Agreement, and (ii) the Trust's
reasonable efforts to assure that each of its service providers adopts and
maintains policies and procedures that are reasonably designed to prevent
violation of the Federal Securities Laws (as that term is defined by Rule 38a-1
under the 1940 Act).
(vii) The Sub-Adviser agrees to cooperate in such marketing
efforts of the Fund, as reasonably requested by the Adviser.
(b) Duties of the Adviser.
----------------------
(i) During the term of this Agreement, the Adviser agrees to
furnish the Sub-Adviser at the Sub-Adviser's principal office all materials,
including registration statements, proxy statements, reports to stockholders,
sales literature or other materials prepared for distribution to shareholders of
the Fund or the public, that refer to the Sub-Adviser for Sub-Adviser's review
and approval. The Sub- Adviser shall be deemed to have approved any such
materials after 10 business days. The Adviser agrees to use its best efforts to
ensure that materials prepared by its employees or agents or its affiliates that
refer to the Sub-Adviser or its clients in any way are consistent with those
materials previously approved by the Sub-Adviser. Sales literature may be
furnished to the Sub-Adviser by first class or overnight mail, facsimile
transmission equipment, email, or hand delivery.
(ii) The Adviser has furnished the Sub-Adviser with copies of
each of the following documents and will furnish the Sub-Adviser 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's Agreement and Declaration of Trust, (ii) the Trust's By-Laws, (iii) the
Fund's registration statement under the 1940 Act and the Securities Act as filed
with the Securities and Exchange Commission (the "Commission"), and (iv) any
written instructions of the Trust's Board or the Adviser.
2. Compensation of the Sub-Adviser. For the services to be rendered
by the Sub-Adviser as provided in Section 1(a) of this Agreement, the Adviser
shall pay to the Sub-Adviser compensation at
N-2
the rate specified in Schedule A attached hereto and made a part of this
Agreement. Such compensation shall be paid to the Sub-Adviser quarterly in
arrears. For purposes of calculating the compensation to be paid hereunder, the
value of the net assets of the Fund shall be 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 the Fund's shares as
described in the then current prospectus for the Fund.
The Sub-Adviser's compensation shall be accrued for each calendar day
the Sub-Adviser renders investment advisory services hereunder and the sum of
the daily fee accruals shall be paid quarterly to the Sub-Adviser as soon as
practicable following the last day of each calendar quarter, by wire transfer if
so requested by the Sub-Adviser, but no later than ten (10) calendar days
thereafter. If this Agreement shall be effective for only a portion of a
quarter, then the Sub-Adviser's fee for said quarter shall be prorated for such
portion.
3. Expenses. The Sub-Adviser shall bear all expenses incurred by
it in connection with its services under this Agreement and may, from time to
time, at its sole expense, employ or associate itself with such persons as it
believes to be fitted to assist it in the execution of its duties hereunder.
4. Status of Sub-Adviser. The services of the Sub-Adviser to the
Trust are not to be deemed exclusive, and the Sub-Adviser and its directors,
officers, employees and affiliates 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 services to the
Trust are not impaired thereby. The Adviser understands that the Sub-Adviser
provides investment advisory services to numerous other funds and accounts. The
Sub-Adviser shall be deemed to be an independent contractor and shall, unless
otherwise expressly provided or authorized, have no authority to act for or
represent the Adviser or the Trust in any way or otherwise be deemed an agent of
the Adviser or the Trust.
5. Representations and Warranties of Sub-Adviser. The
Sub-Adviser represents and warrants to the Adviser and the Trust as follows:
(a) The Sub-Adviser is registered with the Commission as an
investment adviser under the Investment Advisers Act;
(b) The Sub-Adviser will immediately notify the Adviser of the
occurrence of any event that would disqualify the Sub-Adviser from
serving as an investment adviser of an investment company pursuant to
Section 9(a) of the 1940 Act;
(c) The execution, delivery and performance by the Sub-Adviser of
this Agreement are within the Sub-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 Sub-Adviser for the
execution, delivery and performance by the Sub-Adviser of this
Agreement, and the execution, delivery and performance by the
Sub-Adviser of this Agreement do not contravene or constitute a
default under (i) any provision of applicable law, rule or regulation,
(ii) the Sub-Adviser's governing instruments, or (iii) any agreement,
judgment, injunction, order, decree or other instrument binding upon
the Sub-Adviser;
N-3
(d) The Sub-Adviser has filed a notice of exemption pursuant to
Rule 4.14 under the CEA with the Commodity Futures Trading Commission
(the "CFTC") and the National Futures Association (the "NFA");
(e) This Agreement is a valid and binding agreement of the
Sub-Adviser;
(f) The Form ADV of the Sub-Adviser previously provided to the
Adviser is a true and complete copy of the form as filed with the
Commission and the information contained therein is accurate and
complete in all material respects as of its filing date, 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; and
(g) The Sub-Adviser has implemented and shall maintain a
compliance program in accordance with the requirements of Rule
206(4)-7 under the Advisers Act.
6. Representations and Warranties of Adviser. The Adviser
represents and warrants to the Sub-Adviser as follows:
(a) The Adviser is registered with the Commission as an
investment adviser under the Investment Advisers Act;
(b) The Adviser has filed a notice of exemption pursuant to Rule
4.14 under the CEA with the CFTC and the NFA;
(c) The execution, delivery and performance by the Adviser of
this Agreement and the Advisory 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) The Form ADV of the Adviser previously provided to the
Sub-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 as of its filing date 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;
(e) This Agreement and the Advisory Agreement are valid and
binding agreements of the Adviser; and
(f) The Adviser acknowledges that it received a copy of the
Sub-Adviser's Form ADV at least 48 hours prior to the execution of this
Agreement
7. Survival of Representations and Warranties; Duty to Update
Information. All representations and warranties made by the Sub-Adviser and the
Adviser pursuant to Sections 5 and 6
N-4
hereof shall survive for the duration of this Agreement and either party hereto
shall promptly notify the other in writing upon becoming aware that any of their
foregoing representations or warranties is no longer true.
8. Liability of Sub-Adviser. No provision of this Agreement
shall be deemed to protect the Sub-Adviser against any liability to the Trust or
its shareholders to which it might otherwise be subject by reason of any willful
misfeasance, bad faith, or gross negligence in the performance of its duties or
the reckless disregard of its obligations under this Agreement. In the absence
of willful misfeasance, bad faith or gross negligence on the part of the
Sub-Adviser or reckless disregard of the Sub-Adviser's obligations and duties
hereunder, the Sub-Adviser shall not be subject to any liability to the Adviser,
to the Fund or the Trust, or any of the Fund's shareholders, for any act or
omission in the case of, or connected with, rendering services hereunder.
9. Indemnification. The Sub-Adviser shall indemnify the Adviser
and the Trust, and their respective officers and trustees, for any liability
and expenses, including reasonable attorneys' fees, which may be sustained as a
result of the Sub-Adviser's willful misfeasance, bad faith or gross negligence,
or the reckless disregard of the Sub-Adviser's obligations and duties hereunder.
The Adviser shall indemnify the Sub-Adviser and its officers and members for any
liability and expenses, including reasonable attorneys' fees, which may be
sustained as a result of the Sub-Adviser's performance of its obligations
hereunder, except where such liability or expense results from the Sub-Adviser's
willful misfeasance, bad faith or gross negligence, or the reckless disregard of
the Sub-Adviser's obligations and duties hereunder.
10. Duration and Termination. This Agreement, unless sooner
terminated as provided herein, shall continue for two years after its initial
approval and thereafter for periods of one year for so long as such continuance
thereafter is specifically approved at least annually (a) by the vote of a
majority of those Trustees of the Trust 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 (b) by the Trustees of the Trust or by
vote of a majority of the outstanding voting securities of the Fund; provided,
however, that if the shareholders of the Fund fail to approve the Agreement as
provided herein, the Sub-Adviser may continue to serve hereunder in the manner
and to the extent permitted by the 1940 Act and rules thereunder. The foregoing
requirement that continuance of this Agreement be "specifically approved at
least annually" shall be construed in a manner consistent with the 1940 Act and
the rules and regulations thereunder.
This Agreement may be terminated at any time, without the payment of
any penalty, by the Adviser, by vote of a majority of the Trustees of the Trust
or by vote of a majority of the outstanding voting securities of the Fund on not
less than 30 days' nor more than 60 days' written notice to the Sub- Adviser, or
by the Sub-Adviser at any time without the payment of any penalty, on 60 days'
written notice to the Adviser and the Trust. This Agreement will automatically
and immediately terminate in the event of its assignment, or upon termination of
the investment advisory agreement between the Adviser and the Trust. Any notice
under this Agreement shall be given in writing, addressed and delivered, or
mailed postpaid, to the other party at the primary office of such party, unless
such party has previously designated another address.
As used in this Section 10, the terms "assignment," "interested
persons," and a "vote of a majority of the outstanding voting securities" shall
have the respective meanings set forth in the 1940
N-5
Act and the rules and regulations thereunder, subject to such exemptions as may
be granted by the Commission under said Act.
11. Amendment. No provision of this 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, and, no amendment of this Agreement shall be effective
until approved by the Board and, solely to the extent required by the 1940 Act,
regulations thereunder and/or interpretations thereof, the shareholders of the
Fund.
12. Governing Law. This Agreement shall be governed by and
construed in accordance with the laws of the State of Delaware, without regard
to its conflicts of law provisions, and the 1940 Act. To the extent that the
applicable laws of the State of Delaware conflict with the applicable provisions
of the 1940 Act, the latter shall control.
13. Counterparts. This Agreement may be executed in one or more
counterparts, all of which shall together constitute one and the same
instrument.
14. Captions. The captions herein are included for convenience of
reference only and shall be ignored in the construction or interpretation
hereof.
15. Severability. If any provision of this Agreement shall be
held or made invalid by a court decision, statute, rule or otherwise, the
remainder of this Agreement shall not be affected thereby.
16. Confidentiality.
----------------
(a) Each party agrees that it will treat confidentially all
information provided by the other party regarding such other party's
businesses and operations, including without limitation the investment
activities or holdings of the Fund ("Confidential Information"). All
Confidential Information provided by a party hereto shall be used only
by the other party hereto solely for the purposes of rendering
services pursuant to this Agreement, and shall not be disclosed to any
third party without the prior consent of the providing party, except
for any party that is under common control and except for a limited
number of employees, attorneys, accountants and other advisers of the
party receiving the information on a need-to-know basis and solely for
the purposes of rendering services under this Agreement.
(b) The foregoing Confidential Information shall not include any
information that: (i) is public when provided or thereafter becomes
public through no wrongful act of the recipient; (ii) is demonstrably
known to the recipient prior to execution of this Agreement; (iii) is
independently developed by the recipient through no wrongful act of
the recipient in the ordinary course of business outside of this
Agreement; (iv) is generally employed by the trade at the time that
recipient learns of such information or knowledge, (v) has been
rightfully and lawfully obtained by recipient from any third party; or
(vi) is legally compelled to be disclosed by any regulatory authority
in the lawful and appropriate exercise of its jurisdiction over a
party, by any auditor of the parties hereto, by judicial or
administrative process or otherwise by applicable laws, rules or
regulations.
(c) It is understood that any information or recommendation
supplied by, or produced by, the Sub-Adviser in connection with the
performance of its obligations hereunder is to be regarded by
N-6
the Adviser and the Trust as confidential and for use only by the
Adviser and the Fund. Furthermore, except as required by law
(including, but not limited to semi-annual, annual or other filings
made under the 1940 Act) or as agreed to by the Adviser and the
Sub-Adviser, the Adviser and the Trust will not disclose, in any
manner whatsoever except as expressly authorized in this Agreement,
any list of securities held by the Fund for a period of at least 30
days after month end, except that the Fund's top 10 holdings may be
disclosed 30 days after month end. In addition, the Adviser or the
Trust may disclose, earlier than 30 days after month end, a list of
the securities held by the Fund to certain third parties who have
entered into a confidentiality agreement with the Trust.
A copy of the Declaration of Trust of the Trust is on file with the Secretary of
the State of Delaware, and notice is hereby given that this instrument is not
binding upon any of the Trustees, officers, or shareholders of the Trust
individually.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
as of the day and year first written above.
SECURITY INVESTORS, LLC
By:
--------------------
Name: Richard Goldman
Title: President
Attest:
--------------------
Name: Michael Byrum
Title: Secretary
AMERICAN INDEPENDENCE FINANCIAL
SERVICES, LLC
By:
--------------------
Name:
Title: President
Attest:
--------------------
Name:
Title: Secretary
N-7
SCHEDULE A
TO THE
SUB-ADVISER AGREEMENT
BETWEEN
SECURITY INVESTORS, LLC
AND
AMERICAN INDEPENDENCE FINANCIAL SERVICES, LLC
FOR THE
LONG SHORT INTEREST RATE STRATEGY FUND
The Adviser shall pay compensation to the Sub-Adviser pursuant to section 2 of
the Sub-Adviser Agreement between said parties in accordance with the following
annual percentage rate:
Long Short Interest Rate Strategy Fund: 0.20% per annum (net of waivers
and reimbursements)
DATED: [ ]
N-8
APPENDIX O
INFORMATION REGARDING THE SUB-ADVISORY AGREEMENT WITH AMERICAN
INDEPENDENCE FINANCIAL SERVICES, LLC AND FEES PAID TO THE SUB-ADVISER
American Independence Financial Services, LLC (the "Sub-Adviser")
currently serves as sub-adviser to the Long Short Interest Rate Strategy Fund, a
series of Rydex Series Funds (the "Fund"), pursuant to the investment
sub-advisory agreement between Security Investors, LLC, the Fund's 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 Fund's shareholders last approved the
Fund's 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 Fund; 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 Fund during the Fund's fiscal year ended
December 31, 2010.
O-1
APPENDIX P
DIRECTORS/TRUSTEES/MANAGERS AND OFFICERS OF AMERICAN INDEPENDENCE
FINANCIAL SERVICES, LLC
MANAGERS AND PRINCIPAL EXECUTIVE OFFICERS OF AMERICAN INDEPENDENCE
FINANCIAL SERVICES, LLC. The business address of the managers and
principal executive officers is 335 Madison Avenue, Mezzanine, New
York, New York 10017.
There are no Trustees/Officers of the Fund who hold position(s) with
American Independence Financial Services, LLC.
P-1
APPENDIX Q
ADVISORY FEE RATES OF FUNDS WITH SIMILAR INVESTMENT OBJECTIVES
ADVISED BY AMERICAN INDEPENDENCE FINANCIAL SERVICES, LLC
Each of the tables below lists the names of other mutual funds advised
or sub-advised by American Independence Financial Services, LLC ("AIFS") with
similar investment objectives as the Long Short Interest Rate Strategy Fund (the
"Fund"), and information concerning the Fund's and such other funds' net assets
and the rate of compensation for AIFS for its services to the Fund and such
other funds.
Q-1
APPENDIX R
OUTSTANDING SHARES
As of the Record Date, the total number of shares outstanding for each Fund and for each class of each Fund is set forth in the table below:
RYDEX VARIABLE TRUST
R-1
RYDEX DYNAMIC FUNDS:
RYDEX SERIES FUNDS (FOR ALL SERIES EXCEPT RYDEX
U.S. GOVERNMENT MONEY MARKET FUND)
R-2
R-3
following table.
| Fund | Class | Shares Outstanding | Total Shares Outstanding for the Fund |
| Rydex Series Funds | |||
| Banking Fund | Class A | 60,856 | 220,496 |
| Class C | 19,485 | ||
| Class H | 5,597 | ||
| Investor Class | 134,558 | ||
| Basic Materials Fund | Class A | 124,398 | 646,325 |
| Class C | 51,961 | ||
| Class H | 42,736 | ||
| Investor Class | 427,229 | ||
| Biotechnology Fund | Class A | 272,696 | 2,440,582 |
| Class C | 182,342 | ||
| Class H | 152,916 | ||
| Investor Class | 1,832,628 | ||
| Commodities Strategy Fund | Class A | 13,222 | 80,511 |
| Class C | 1,497 | ||
| Class H | 65,792 | ||
| Consumer Products Fund | Class A | 226,471 | 2,694,738 |
| Class C | 272,454 | ||
| Class H | 180,858 | ||
| Investor Class | 2,014,955 | ||
| Dow Jones Industrial Average Fund | Class A | 84,662 | 420,035 |
| Class C | 29,091 | ||
| Class H | 306,282 | ||
| Electronics Fund | Class A | 31,822 | 411,748 |
| Class C | 23,267 | ||
| Class H | 20,635 | ||
| Investor Class | 336,024 | ||
| Emerging Markets 2x Strategy Fund | Class A | 19,634 | 69,308 |
| Class C | 4,880 | ||
| Class H | 44,795 | ||
| Emerging Markets Bond Strategy Fund | Class A | 2,561 | 112,854 |
| Class C | 2,620 | ||
| Class H | 107,673 | ||
| Energy Fund | Class A | 42,495 | 285,279 |
| Class C | 24,395 | ||
| Class H | 13,669 | ||
| Investor Class | 204,721 | ||
E-2
| Fund | Class | Shares Outstanding | Total Shares Outstanding for the Fund |
| Energy Services Fund | Class A | 46,524 | 444,626 |
| Class C | 46,643 | ||
| Class H | 54,537 | ||
| Investor Class | 296,921 | ||
| Europe 1.25x Strategy Fund | Class A | 1,585 | 124,305 |
| Class C | 288 | ||
| Class H | 122,432 | ||
| Financial Services Fund | Class A | 113,394 | 407,567 |
| Class C | 15,338 | ||
| Class H | 93,366 | ||
| Investor Class | 185,470 | ||
| Government Long Bond 1.2x Strategy Fund | Class A | 189,073 | 3,837,969 |
| Class C | 22,546 | ||
| Class H | 1,535,059 | ||
| Investor Class | 2,091,292 | ||
| Health Care Fund | Class A | 313,259 | 1,405,297 |
| Class C | 152,149 | ||
| Class H | 79,924 | ||
| Investor Class | 859,965 | ||
| High Yield Strategy Fund | Class A | 185,405 | 2,625,735 |
| Class C | 60,634 | ||
| Class H | 2,379,695 | ||
| Internet Fund | Class A | 17,604 | 410,310 |
| Class C | 27,755 | ||
| Class H | 7,667 | ||
| Investor Class | 357,284 | ||
| Inverse Emerging Markets 2x Strategy Fund | Class A | 236 | 17,570 |
| Class C | 83 | ||
| Class H | 17,250 | ||
| Inverse Government Long Bond Strategy Fund | Class A | 292,869 | 2,009,005 |
| Class C | 184,589 | ||
| Class H | 104,793 | ||
| Investor Class | 1,426,753 | ||
| Inverse High Yield Strategy Fund | Class A | 133,074 | 177,964 |
| Class C | 7,319 | ||
| Class H | 37,571 | ||
| Inverse Mid-Cap Strategy Fund | Class A | 5,581 | 41,558 |
| Class C | 1 | ||
| Class H | 35,976 | ||
Inverse NASDAQ-100® Strategy Fund | Class A | 6,497 | 238,084 |
| Class C | 3,643 | ||
| Class H | 28,289 | ||
| Investor Class | 199,655 | ||
E-3
| Fund | Class | Shares Outstanding | Total Shares Outstanding for the Fund |
Inverse Russell 2000® Strategy Fund | Class A | 15,278 | 359,545 |
| Class C | 24,492 | ||
| Class H | 319,774 | ||
Inverse S&P 500® Strategy Fund | Class A | 371,135 | 1,297,686 |
| Class C | 42,390 | ||
| Class H | 125,590 | ||
| Investor Class | 758,571 | ||
| Japan 2x Strategy Fund | Class A | 1,677 | 12,803 |
| Class C | 268 | ||
| Class H | 10,858 | ||
| Leisure Fund | Class A | 15,846 | 152,615 |
| Class C | 10,471 | ||
| Class H | 31,569 | ||
| Investor Class | 94,730 | ||
| Long Short Equity Fund | Class A | 579,583 | 1,315,492 |
| Class C | 69,083 | ||
| Class P | 547,346 | ||
| Institutional Class | 119,480 | ||
| Managed Futures Strategy Fund | Class A | 400,693 | 1,635,688 |
| Class C | 139,524 | ||
| Class P | 697,569 | ||
| Institutional Class | 397,902 | ||
| Mid-Cap 1.5x Strategy Fund | Class A | 27,055 | 166,553 |
| Class C | 45,745 | ||
| Class H | 93,753 | ||
Monthly Rebalance NASDAQ-100® 2x Strategy Fund | Class A | 21,173 | 1,031,553 |
| Class C | 4,700 | ||
| Class H | 1,005,680 | ||
| Multi-Hedge Strategies Fund | Class A | 156,844 | 1,498,997 |
| Class C | 74,649 | ||
| Class P | 306,141 | ||
| Institutional Class | 961,362 | ||
NASDAQ-100® Fund | Class A | 1,499,939 | 30,404,302 |
| Class C | 2,680,937 | ||
| Class H | 1,473,446 | ||
| Investor Class | 24,749,980 | ||
| Nova Fund | Class A | 473,716 | 3,799,485 |
| Class C | 61,527 | ||
| Class H | 537,437 | ||
| Investor Class | 2,726,804 | ||
| Precious Metals Fund | Class A | 550,199 | 2,360,359 |
| Class C | 99,023 | ||
| Class H | 233,325 | ||
| Investor Class | 1,477,811 | ||
E-4
| Fund | Class | Shares Outstanding | Total Shares Outstanding for the Fund |
| Real Estate Fund | Class A | 18,851 | 433,084 |
| Class C | 19,068 | ||
| Class H | 395,165 | ||
| Retailing Fund | Class A | 33,601 | 346,165 |
| Class C | 13,742 | ||
| Class H | 27,246 | ||
| Investor Class | 271,576 | ||
Russell 2000® Fund | Class A | 29,987 | 124,144 |
| Class C | 1,058 | ||
| Class H | 93,098 | ||
Russell 2000® 1.5x Strategy Fund | Class A | 411,134 | 768,956 |
| Class C | 72,539 | ||
| Class H | 285,284 | ||
S&P 500® Fund | Class A | 386,763 | 2,759,413 |
| Class C | 261,281 | ||
| Class H | 2,111,370 | ||
S&P 500® Pure Growth Fund | Class A | 185,518 | 1,303,302 |
| Class C | 169,694 | ||
| Class H | 948,090 | ||
S&P 500® Pure Value Fund | Class A | 39,088 | 600,640 |
| Class C | 32,963 | ||
| Class H | 528,590 | ||
S&P MidCap 400® Pure Growth Fund | Class A | 208,630 | 1,151,953 |
| Class C | 181,293 | ||
| Class H | 762,030 | ||
S&P MidCap 400® Pure Value Fund | Class A | 20,223 | 207,474 |
| Class C | 23,634 | ||
| Class H | 163,618 | ||
S&P SmallCap 600® Pure Growth Fund | Class A | 38,067 | 160,974 |
| Class C | 17,563 | ||
| Class H | 105,344 | ||
S&P SmallCap 600® Pure Value Fund | Class A | 44,901 | 251,244 |
| Class C | 24,754 | ||
| Class H | 181,589 | ||
| Strengthening Dollar 2x Strategy Fund | Class A | 30,732 | 131,235 |
| Class C | 4,200 | ||
| Class H | 96,303 | ||
| Technology Fund | Class A | 64,584 | 796,784 |
| Class C | 50,411 | ||
| Class H | 60,466 | ||
| Investor Class | 621,323 | ||
E-5
| Fund | Class | Shares Outstanding | Total Shares Outstanding for the Fund |
| Telecommunications Fund | Class A | 13,993 | 91,370 |
| Class C | 4,381 | ||
| Class H | 6,917 | ||
| Investor Class | 66,078 | ||
| Transportation Fund | Class A | 58,388 | 217,757 |
| Class C | 32,989 | ||
| Class H | 9,288 | ||
| Investor Class | 117,091 | ||
| Utilities Fund | Class A | 140,475 | 2,067,282 |
| Class C | 180,216 | ||
| Class H | 85,633 | ||
| Investor Class | 1,660,958 | ||
| Weakening Dollar 2x Strategy Fund | Class A | 4,529 | 48,520 |
| Class C | 460 | ||
| Class H | 43,532 | ||
| U.S. Government Money Market Fund | Money Market Class | 437,181,521 | 437,181,521 |
| Rydex Dynamic Funds | |||
| Dow 2x Strategy Fund | Class A | 104,357 | 409,289 |
| Class C | 23,460 | ||
| Class H | 281,472 | ||
| Inverse Dow 2x Strategy Fund | Class A | 147,128 | 654,800 |
| Class C | 32,069 | ||
| Class H | 475,603 | ||
Inverse NASDAQ-100® 2x Strategy Fund | Class A | 16,044 | 616,724 |
| Class C | 5,137 | ||
| Class H | 595,542 | ||
Inverse Russell 2000® 2x Strategy Fund | Class A | 208,300 | 353,404 |
| Class C | 9,001 | ||
| Class H | 136,103 | ||
Inverse S&P 500® 2x Strategy Fund | Class A | 41,069 | 578,134 |
| Class C | 21,403 | ||
| Class H | 515,662 | ||
NASDAQ-100® 2x Strategy Fund | Class A | 225,108 | 2,901,506 |
| Class C | 88,667 | ||
| Class H | 2,587,731 | ||
Russell 2000® 2x Strategy Fund | Class A | 22,220 | 233,338 |
| Class C | 2,993 | ||
| Class H | 208,125 | ||
S&P 500® 2x Strategy Fund | Class A | 114,028 | 1,176,213 |
| Class C | 109,168 | ||
| Class H | 953,017 | ||
| Rydex Variable Trust | |||
| Banking Fund | -- | 46,492 | 46,492 |
E-6
| Fund | Class | Shares Outstanding | Total Shares Outstanding for the Fund |
| Basic Materials Fund | -- | 90,802 | 90,802 |
| Biotechnology Fund | -- | 242,021 | 242,021 |
| Commodities Strategy Fund | -- | 38,576 | 38,576 |
| Consumer Products Fund | -- | 288,065 | 288,065 |
| Dow 2x Strategy Fund | -- | 117,144 | 117,144 |
| Electronics Fund | -- | 84,192 | 84,192 |
| Energy Fund | -- | 128,128 | 128,128 |
| Energy Services Fund | -- | 86,076 | 86,076 |
| Europe 1.25x Strategy Fund | -- | 55,261 | 55,261 |
| Financial Services Fund | -- | 108,451 | 108,451 |
| Global Managed Futures Strategy Fund | -- | 857,195 | 857,195 |
| Government Long Bond 1.2x Strategy Fund | -- | 1,462,241 | 1,462,241 |
| Health Care Fund | -- | 259,247 | 259,247 |
| High Yield Strategy Fund | -- | 51,923 | 51,923 |
| Internet Fund | -- | 85,746 | 85,746 |
| Inverse Dow 2x Strategy Fund | -- | 25,064 | 25,064 |
| Inverse Government Long Bond Strategy Fund | -- | 30,392 | 30,392 |
| Inverse Mid-Cap Strategy Fund | -- | 5,025 | 5,025 |
Inverse NASDAQ-100® Strategy Fund | -- | 25,504 | 25,504 |
Inverse Russell 2000® Strategy Fund | -- | 19,373 | 19,373 |
Inverse S&P 500® Strategy Fund | -- | 42,183 | 42,183 |
| Japan 2x Strategy Fund | -- | 21,159 | 21,159 |
| Leisure Fund | -- | 43,607 | 43,607 |
| Long Short Equity Fund | -- | 2,180,990 | 2,180,990 |
| Mid-Cap 1.5x Strategy Fund | -- | 288,266 | 288,266 |
| Multi-Hedge Strategies Fund | -- | 1,494,936 | 1,494,936 |
NASDAQ-100® Fund | -- | 1,703,641 | 1,703,641 |
E-7
| Fund | Class | Shares Outstanding | Total Shares Outstanding for the Fund |
NASDAQ-100® 2x Strategy Fund | -- | 1,111,341 | 1,111,341 |
| Nova Fund | -- | 299,914 | 299,914 |
| Precious Metals Fund | -- | 702,980 | 702,980 |
| Real Estate Fund | -- | 363,831 | 363,831 |
| Retailing Fund | -- | 47,103 | 47,103 |
Russell 2000® 1.5x Strategy Fund | -- | 87,527 | 87,527 |
Russell 2000® 2x Strategy Fund | -- | 13,973 | 13,973 |
S&P 500® 2x Strategy Fund | -- | 157,596 | 157,596 |
S&P 500® Pure Growth Fund | -- | 824,105 | 824,105 |
S&P 500® Pure Value Fund | -- | 548,006 | 548,006 |
S&P MidCap 400® Pure Growth Fund | -- | 382,193 | 382,193 |
S&P MidCap 400® Pure Value Fund | -- | 226,060 | 226,060 |
S&P SmallCap 600® Pure Growth Fund | -- | 216,954 | 216,954 |
S&P SmallCap 600® Pure Value Fund | -- | 137,544 | 137,544 |
| Strengthening Dollar 2x Strategy Fund | -- | 57,981 | 57,981 |
| Technology Fund | -- | 195,554 | 195,554 |
| Telecommunications Fund | -- | 48,434 | 48,434 |
| Transportation Fund | -- | 46,896 | 46,896 |
| Utilities Fund | -- | 702,958 | 702,958 |
| Weakening Dollar 2x Strategy Fund | -- | 9,907 | 9,907 |
| U.S. Government Money Market Fund | -- | 69,667,668 | 69,667,668 |
E-8
APPENDIX S
F
F-1
BENEFICIAL OWNERS OF MORE THAN 5% OF A CLASS OF EACH FUND
As of the Record Date,August 15, 2019, the following persons owned of record and
beneficially (unless otherwise indicated), 5% or more*more of a class of each Fund'sa Fund’s outstanding securities:
RYDEX VARIABLE TRUST
S-1
RYDEX DYNAMIC FUNDS
S-2
RYDEX SERIES FUNDS
S-3
--------------------------------------
* 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 substantial ownership interest held and the party's
resultant ability to influence voting on certain matters submitted for
shareholder consideration.
S-4
APPENDIX T
NOMINATING COMMITTEE CHARTER
August 27, 2008
RYDEX SERIES FUNDS
RYDEX DYNAMIC FUNDS
RYDEX VARIABLE TRUST
RYDEX ETF TRUST
NOMINATING COMMITTEE CHARTER
I. THE COMMITTEE
The Nominating Committee (the "Committee") of 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 Independent Chairman as an ex officio member
pursuant to the following sentence, each of whom is a Trustee who is
not an "interested person" of the Trusts ("Independent Trustee") as
defined in Section 2(a)(19) of the Investment Company Act of 1940, as
amended (the "1940 Act"). At any time when there is an Independent
Chairman of the Board, the Independent Chairman shall be a full, voting
member of the Committee, ex officio. The Board shall appoint the other
members of the Committee and shall designate one member of the
Committee to act as chairman of the Committee. All members of the
Committee appointed by the Board shall serve at the pleasure of the
Board. The role of the Committee shall be to assist the Board of
Trustees of the Trusts (the "Board") in identifying and nominating
individuals to serve as Independent Trustees of the Trusts.
II. COMMITTEE FUNCTIONS AND RESPONSIBILITIES
The Committee shall identify and recommend to the Independent Trustees
candidates to serve as Independent Trustees, including those to be
elected by the Shareholders or appointed by the Board to fill
vacancies. For this purpose, the Committee shall canvas, recruit,
interview and solicit candidates to serve as Independent Trustees. The
Committee shall evaluate candidates' qualifications for Board
membership in light of their background, knowledge and experience, in
order to assure that the Board as a whole represents a proper mix of
backgrounds and relevant skill sets. The Committee shall also
determine whether each such candidate qualifies as not being an
"interested person" of the Trusts in terms of both the letter and
spirit of the 1940 Act, rules and regulations of the Securities and
Exchange Commission ("SEC") adopted under said Act, and any other
applicable standards of independence. Among other things, this
determination requires the Committee to find the candidates to be
independent from the investment advisers, principal underwriters and
other principal service providers for the Trusts. The Committee shall
also consider the effect of any relationships beyond those delineated
in the 1940 Act or the rules and regulations thereunder that might
impair independence, (e.g., business, financial or family relationships
with investment advisers, principal underwriters or other service
providers). Finally, the Committee shall consider the willingness and
ability of each such candidate to devote the time and attention needed
to perform the functions of an Independent Trustee
T-1
i. The Committee also shall evaluate and report to the Board
concerning the qualifications of candidates to serve as
"interested" Trustees of the Funds.
ii. The Committee may adopt from time to time specific, minimum
qualifications that the Committee believes a candidate must
meet before being considered as a candidate for Board
membership and shall comply with any rules adopted from
time to time by the SEC regarding investment company
nominating committees and the nomination of persons to be
considered as candidates for Board membership.
iii. The Committee shall review shareholder recommendations for
nominations to fill vacancies on the Board if such
recommendations are submitted in a timely fashion in
writing and addressed to the Committee at the applicable
Trust's offices. The Committee may adopt, by resolution, a
policy regarding its procedures for considering candidates
for the Board, including any recommended by shareholders.
III. COMMITTEE PROCEDURES
A. MEETINGS
i. The Committee shall meet as needed in open or executive
session.
ii. The Committee may invite members of management, counsel to
the Independent Trustees, Fund counsel, advisers and others
to attend its meetings as it deems appropriate.
iii. A majority of the members of the Committee shall constitute
a quorum for the transaction of business at any meeting of
the Committee. The action of a majority of the members of
the Committee present at a meeting at which a quorum is
present shall be the action of the Committee. The
Committee may meet in person or by telephone, and the
Committee may act by written consent, to the extent
permitted by law and by the applicable Trust's by-laws.
The chairman, or a person designated by the chairman, shall
take minutes of all meetings of the Committee, copies of
which shall be furnished to the Board. In the event of any
inconsistency between this Charter and a Trust's
organizational documents, the provisions of the Trust's
organizational documents shall govern.
B. REPORTS TO THE BOARD
The Committee shall report its activities to the Board
and make such recommendations as are called for under this Charter
or as the Committee may otherwise deem necessary or appropriate.
T-2
C. RESOURCES
The Committee shall have the resources appropriate to
discharge its responsibilities, including the authority to consult
with counsel and to retain, at the Trusts' expense, such other
experts or advisors as the Committee deems necessary or
appropriate.
T-3
[FORM OF PROXY CARD]
[LOGO OF RYDEX | SGI] securities.
Fund | Share Class | Amount of Shares Owned | Percentage of the Class | Name and Address of Beneficial Owner |
| Rydex Series Funds | ||||
| Banking Fund | Class A | 20560.147 | 33.7506 | Special Custody Account For The Exclusive Benefit Of Customer Wells Fargo Clearing Services LLC 2801 Market Street Saint Louis, MO 63103 |
| Banking Fund | Class A | 5924.035 | 9.7246 | RBC Capital Markets LLC Mutual Fund Omnibus Processing Omnibus Attn: Mutual Fund Ops Manager 60 South Sixth Street – P08 Minneapolis, MN 55402-4400 |
| Banking Fund | Class A | 4555.225 | 7.4776 | LPL Financial 4707 Executive Drive San Diego, CA 92121-3091 |
| Banking Fund | Class A | 8239.966 | 13.5263 | Pershing LLC 1 Pershing Plaza Jersey City, NJ 07399-0002 |
| Banking Fund | Class A | 9379.513 | 15.397 | National Financial Services LLC 499 Washington Boulevard Jersey City, NJ 07310 |
| Banking Fund | Class C | 4593.64 | 23.5807 | Pershing LLC P.O. Box 2052 Jersey City, NJ 07303-9998 |
| Banking Fund | Class C | 2718.466 | 13.9548 | Schwab Special Custody Account – Reinvest for Benefit of Customers 211 Main Street San Francisco, CA 94105 |
| Banking Fund | Class C | 3713.893 | 19.0647 | Special Custody Account For The Exclusive Benefit Of Customer Wells Fargo Clearing Services LLC 2801 Market Street Saint Louis, MO 63103 |
| Banking Fund | Class C | 3284.101 | 16.8584 | RBC Capital Markets LLC Mutual Fund Omnibus Processing Omnibus Attn: Mutual Fund Ops Manager 60 South Sixth Street – P08 Minneapolis, MN 55402-4400 |
| Banking Fund | Class C | 2411.116 | 12.3771 | LPL Financial 4707 Executive Drive San Diego, CA 92121-3091 |
F-2
Fund | Share Class | Amount of Shares Owned | Percentage of the Class | Name and Address of Beneficial Owner |
| Banking Fund | Class H | 746.057 | 13.5613 | National Financial Services Corporation For Exclusive Benefit Of Our Customers Attn: Mutual Funds Department, 4th Floor 499 Washington Boulevard Jersey City, NJ 07310 |
| Banking Fund | Class H | 1680.074 | 30.5392 | SEI 370 BWM/C/O 370 Reinvest Attn: Mutual Funds One Freedom Valley Drive Oaks, PA 19456 |
| Banking Fund | Class H | 1904.76 | 34.6234 | TD Ameritrade Inc. For the Exclusive Benefit of Our Clients PO Box 2226 Omaha, NE 68103-2226 |
| Banking Fund | Investor Class | 17911.476 | 43.8602 | Schwab Special Custody Account – Reinvest for Benefit of Customers 211 Main Street San Francisco, CA 94105 |
| Banking Fund | Investor Class | 4514.388 | 11.0544 | National Financial Services Corporation For Exclusive Benefit Of Our Customers Attn: Mutual Funds Department, 4th Floor 499 Washington Boulevard Jersey City, NJ 07310 |
| Banking Fund | Investor Class | 2217.05 | 5.4289 | Gilman D. Blake III (RIRA) [Address Intentionally Omitted for Privacy Purposes] |
| Banking Fund | Investor Class | 5119.987 | 12.5374 | Special Custody Account For The Exclusive Benefit Of Customer Wells Fargo Clearing Services LLC 2801 Market Street Saint Louis, MO 63103 |
| Basic Materials Fund | Class H | 7555.353 | 31.6434 | Nationwide Trust Company FSB/C/O IPO Portfolio Accounting P.O. Box 182029 Columbus, OH 43218-2029 |
| Basic Materials Fund | Class H | 2080.951 | 8.7154 | National Financial Services Corporation For Exclusive Benefit Of Our Customers Attn: Mutual Funds Department, 4th Floor 499 Washington Boulevard Jersey City, NJ 07310 |
| Basic Materials Fund | Class A | 9595.857 | 7.7147 | Schwab Special Custody Account – Reinvest for Benefit of Customers 211 Main Street San Francisco, CA 94105 |
| Basic Materials Fund | Class A | 12980.745 | 10.4361 | Special Custody Account For The Exclusive Benefit Of Customer Wells Fargo Clearing Services LLC 2801 Market Street Saint Louis, MO 63103 |
F-3
Fund | Share Class | Amount of Shares Owned | Percentage of the Class | Name and Address of Beneficial Owner |
| Basic Materials Fund | Class A | 20922.895 | 16.8213 | UBS Financial Services Inc. FBO/UBS WM USA Omni Account M/F 1000 Harbor Boulevard Weehawken, NJ 07806-6761 |
| Basic Materials Fund | Class A | 23620.382 | 18.99 | Pershing LLC 1 Pershing Plaza Jersey City, NJ 07399-0002 |
| Basic Materials Fund | Class C | 5785.146 | 11.1426 | NFS LLC FEBO/NFS/FMTC Rollover IRA FBO Paul O. Dodge, Jr. [Address Intentionally Omitted for Privacy Purposes] |
| Basic Materials Fund | Class C | 10440.479 | 20.1091 | Donaldson Lufkin Jenrette/Securities Corporation Inc. P.O. Box 2052 Jersey City, NJ 07303-9998 |
| Basic Materials Fund | Class C | 14136.903 | 27.2287 | Morgan Stanley Smith Barney LLC For The Exclusive Benefit Of Its Customers 1 New York Plaza, Floor 12 New York, NY 10004-1901 |
| Basic Materials Fund | Class C | 6751.757 | 13.0044 | Special Custody Account For The Exclusive Benefit Of Customer Wells Fargo Clearing Services LLC 2801 Market Street Saint Louis, MO 63103 |
| Basic Materials Fund | Class C | 6999.007 | 13.4806 | UBS Financial Services Inc. FBO/UBS WM USA Omni Account M/F 1000 Harbor Boulevard Weehawken, NJ 07806-6761 |
| Basic Materials Fund | Class H | 9404.019 | 39.386 | TD Ameritrade Inc. For the Exclusive Benefit of Our Clients PO Box 2226 Omaha, NE 68103-2226 |
| Basic Materials Fund | Class H | 1492.792 | 6.2521 | Mid Atlantic Trust Company FBO St. John Associates Inc. 401(k) Profit Sharing Plan & Trust 1251 Waterfront Place, Suite 525 Pittsburgh, PA 15222 |
| Basic Materials Fund | Investor Class | 91510.106 | 21.4515 | Pershing LLC P.O. Box 2052 Jersey City, NJ 07303-9998 |
| Basic Materials Fund | Investor Class | 128419.621 | 30.1037 | Schwab Special Custody Account – Reinvest for Benefit of Customers 211 Main Street San Francisco, CA 94105 |
| Basic Materials Fund | Investor Class | 96325.923 | 22.5804 | National Financial Services Corporation For Exclusive Benefit Of Our Customers Attn: Mutual Funds Department, 4th Floor 499 Washington Boulevard Jersey City, NJ 07310 |
F-4
Fund | Share Class | Amount of Shares Owned | Percentage of the Class | Name and Address of Beneficial Owner |
| Basic Materials Fund | Investor Class | 22975.334 | 5.3858 | Special Custody Account For The Exclusive Benefit Of Customer Wells Fargo Clearing Services LLC 2801 Market Street Saint Louis, MO 63103 |
| Biotechnology Fund | Class A | 40972.985 | 14.9547 | NFS LLC FEBO/Mutual Funds Fractional Write Off Account Attn: Frank Adinolfi 200 Liberty Street New York, NY 10281 |
| Biotechnology Fund | Class A | 15234.043 | 5.5602 | Schwab Special Custody Account – Reinvest for Benefit of Customers 211 Main Street San Francisco, CA 94105 |
| Biotechnology Fund | Class A | 23901.979 | 8.7239 | Morgan Stanley Smith Barney LLC For The Exclusive Benefit Of Its Customers 1 New York Plaza, Floor 12 New York, NY 10004-1901 |
| Biotechnology Fund | Class A | 24757.002 | 9.036 | Special Custody Account For The Exclusive Benefit Of Customer Wells Fargo Clearing Services LLC 2801 Market Street Saint Louis, MO 63103 |
| Biotechnology Fund | Class A | 30359.855 | 11.081 | UBS Financial Services Inc. FBO/UBS WM USA Omni Account M/F 1000 Harbor Boulevard Weehawken, NJ 07806-6761 |
| Biotechnology Fund | Class A | 22480.449 | 8.2051 | LPL Financial 4707 Executive Drive San Diego, CA 92121-3091 |
| Biotechnology Fund | Class A | 42128.184 | 15.3763 | Pershing LLC 1 Pershing Plaza Jersey City, NJ 07399-0002 |
| Biotechnology Fund | Class A | 14903.332 | 5.4395 | American Enterprise Investment Services, Inc. 707 2nd Avenue South Minneapolis, MN 55402 |
| Biotechnology Fund | Class C | 35675.19 | 19.5305 | National Financial Services LLC 499 Washington Boulevard Jersey City, NJ 07310 |
| Biotechnology Fund | Class C | 27389.467 | 14.9945 | Pershing LLC P.O. Box 2052 Jersey City, NJ 07303-9998 |
| Biotechnology Fund | Class C | 13794.103 | 7.5516 | Morgan Stanley Smith Barney LLC For The Exclusive Benefit Of Its Customers 1 New York Plaza, Floor 12 New York, NY 10004-1901 |
F-5
Fund | Share Class | Amount of Shares Owned | Percentage of the Class | Name and Address of Beneficial Owner |
| Biotechnology Fund | Class C | 28869.419 | 15.8047 | Special Custody Account For The Exclusive Benefit Of Customer Wells Fargo Clearing Services LLC 2801 Market Street Saint Louis, MO 63103 |
| Biotechnology Fund | Class C | 20292.872 | 11.1094 | UBS Financial Services Inc. FBO/UBS WM USA Omni Account M/F 1000 Harbor Boulevard Weehawken, NJ 07806-6761 |
| Biotechnology Fund | Class C | 18623.775 | 10.1956 | LPL Financial 4707 Executive Drive San Diego, CA 92121-3091 |
| Biotechnology Fund | Class C | 9499.845 | 5.2007 | American Enterprise Investment Services, Inc. 707 2nd Avenue South Minneapolis, MN 55402 |
| Biotechnology Fund | Class H | 22972.607 | 14.8441 | Nationwide Trust Company FSB/C/O IPO Portfolio Accounting P.O. Box 182029 Columbus, OH 43218-2029 |
| Biotechnology Fund | Class H | 10052.922 | 6.4958 | Schwab Special Custody Account – Reinvest for Benefit of Customers 211 Main Street San Francisco, CA 94105 |
| Biotechnology Fund | Class H | 32672.881 | 21.1121 | National Financial Services Corporation For Exclusive Benefit Of Our Customers Attn: Mutual Funds Department, 4th Floor 499 Washington Boulevard Jersey City, NJ 07310 |
| Biotechnology Fund | Class H | 69103.575 | 44.6525 | TD Ameritrade Inc. For the Exclusive Benefit of Our Clients PO Box 2226 Omaha, NE 68103-2226 |
| Biotechnology Fund | Investor Class | 106692.416 | 5.7778 | Pershing LLC P.O. Box 2052 Jersey City, NJ 07303-9998 |
| Biotechnology Fund | Investor Class | 529460.968 | 28.6726 | Schwab Special Custody Account – Reinvest for Benefit of Customers 211 Main Street San Francisco, CA 94105 |
| Biotechnology Fund | Investor Class | 697891.812 | 37.7938 | National Financial Services Corporation For Exclusive Benefit Of Our Customers Attn: Mutual Funds Department, 4th Floor 499 Washington Boulevard Jersey City, NJ 07310 |
| Biotechnology Fund | Investor Class | 127494.143 | 6.9043 | TD Ameritrade Inc. For the Exclusive Benefit of Our Clients PO Box 2226 Omaha, NE 68103-2226 |
F-6
Fund | Share Class | Amount of Shares Owned | Percentage of the Class | Name and Address of Beneficial Owner |
| Commodities Strategy Fund | Class A | 922.297 | 6.9753 | Morgan Stanley Smith Barney LLC For The Exclusive Benefit Of Its Customers 1 New York Plaza, Floor 12 New York, NY 10004-1901 |
| Commodities Strategy Fund | Class A | 2075.907 | 15.7002 | Pershing LLC 1 Pershing Plaza Jersey City, NJ 07399-0002 |
| Commodities Strategy Fund | Class A | 2350.02 | 17.7733 | NFS LLC FEBO/NFS/FMTC SEP IRA FBO Rebecca A. Berarducci [Address Intentionally Omitted for Privacy Purposes] |
| Commodities Strategy Fund | Class A | 721.858 | 5.4594 | TD Ameritrade FBO/Francis Bruening IRA TD Ameritrade Clearing, Custodian [Address Intentionally Omitted for Privacy Purposes] |
| Commodities Strategy Fund | Class C | 361.168 | 23.1471 | Pershing LLC P.O. Box 2052 Jersey City, NJ 07303-9998 |
| Commodities Strategy Fund | Class C | 87.894 | 5.633 | Michael E. Lassley (RIRA) [Address Intentionally Omitted for Privacy Purposes] |
| Commodities Strategy Fund | Class C | 327.187 | 20.9692 | Special Custody Account For The Exclusive Benefit Of Customer Wells Fargo Clearing Services LLC 2801 Market Street Saint Louis, MO 63103 |
| Commodities Strategy Fund | Class C | 86.634 | 5.5523 | LPL Financial 4707 Executive Drive San Diego, CA 92121-3091 |
| Commodities Strategy Fund | Class H | 50291.129 | 75.0434 | National Financial Services Corporation For Exclusive Benefit Of Our Customers Attn: Mutual Funds Department, 4th Floor 499 Washington Boulevard Jersey City, NJ 07310 |
| Commodities Strategy Fund | Class H | 4744.802 | 7.0801 | TD Ameritrade Inc. For the Exclusive Benefit of Our Clients PO Box 2226 Omaha, NE 68103-2226 |
| Consumer Products Fund | Class A | 19691.832 | 8.6043 | Schwab Special Custody Account – Reinvest for Benefit of Customers 211 Main Street San Francisco, CA 94105 |
| Consumer Products Fund | Class A | 14380.941 | 6.2837 | Morgan Stanley Smith Barney LLC For The Exclusive Benefit Of Its Customers 1 New York Plaza, Floor 12 New York, NY 10004-1901 |
F-7
Fund | Share Class | Amount of Shares Owned | Percentage of the Class | Name and Address of Beneficial Owner |
| Consumer Products Fund | Class A | 41812.109 | 18.2698 | Special Custody Account For The Exclusive Benefit Of Customer Wells Fargo Clearing Services LLC 2801 Market Street Saint Louis, MO 63103 |
| Consumer Products Fund | Class A | 13294.609 | 5.809 | LPL Financial 4707 Executive Drive San Diego, CA 92121-3091 |
| Consumer Products Fund | Class A | 39002.446 | 17.0421 | Pershing LLC 1 Pershing Plaza Jersey City, NJ 07399-0002 |
| Consumer Products Fund | Class A | 30930.075 | 13.5149 | National Financial Services LLC 499 Washington Boulevard Jersey City, NJ 07310 |
| Consumer Products Fund | Class A | 18016.351 | 7.8722 | American Enterprise Investment Services, Inc. 707 2nd Avenue South Minneapolis, MN 55402 |
| Consumer Products Fund | Class C | 67279.713 | 24.5948 | NFS LLC FEBO/NFS/FMTC Rollover IRA FBO Paul O. Dodge, Jr. [Address Intentionally Omitted for Privacy Purposes] |
| Consumer Products Fund | Class C | 47458.932 | 17.3491 | Pershing LLC P.O. Box 2052 Jersey City, NJ 07303-9998 |
| Consumer Products Fund | Class C | 18289.381 | 6.6858 | Morgan Stanley Smith Barney LLC For The Exclusive Benefit Of Its Customers 1 New York Plaza, Floor 12 New York, NY 10004-1901 |
| Consumer Products Fund | Class C | 15829.158 | 5.7865 | Special Custody Account For The Exclusive Benefit Of Customer Wells Fargo Clearing Services LLC 2801 Market Street Saint Louis, MO 63103 |
| Consumer Products Fund | Class C | 20792.762 | 7.601 | LPL Financial 4707 Executive Drive San Diego, CA 92121-3091 |
| Consumer Products Fund | Class C | 65993.832 | 24.1248 | American Enterprise Investment Services, Inc. 707 2nd Avenue South Minneapolis, MN 55402 |
| Consumer Products Fund | Class H | 23800.813 | 13.1474 | Trust Co Of America FBO 120 PO Box 6503 Englewood, CO 80155 |
| Consumer Products Fund | Class H | 9088.467 | 5.0204 | LPL Financial 4707 Executive Drive San Diego, CA 92121-3091 |
| Consumer Products Fund | Class H | 10966.864 | 6.058 | Pershing LLC 1 Pershing Plaza Jersey City, NJ 07399-0002 |
F-8
Fund | Share Class | Amount of Shares Owned | Percentage of the Class | Name and Address of Beneficial Owner |
| Consumer Products Fund | Class H | 75546.488 | 41.7315 | TD Ameritrade Inc. For the Exclusive Benefit of Our Clients PO Box 2226 Omaha, NE 68103-2226 |
| Consumer Products Fund | Class H | 40718.256 | 22.4925 | MG Trust Company Custodian FBO Hastings Air-Energy 401k Plan 717 17th Street, Suite 1300 Denver CO 80202 |
| Consumer Products Fund | Investor Class | 114597.585 | 5.7466 | Pershing LLC P.O. Box 2052 Jersey City, NJ 07303-9998 |
| Consumer Products Fund | Investor Class | 477802.375 | 23.9602 | Schwab Special Custody Account – Reinvest for Benefit of Customers 211 Main Street San Francisco, CA 94105 |
| Consumer Products Fund | Investor Class | 733979.856 | 36.8067 | National Financial Services Corporation For Exclusive Benefit Of Our Customers Attn: Mutual Funds Department, 4th Floor 499 Washington Boulevard Jersey City, NJ 07310 |
| Consumer Products Fund | Investor Class | 206987.899 | 10.3797 | LPL Financial 4707 Executive Drive San Diego, CA 92121-3091 |
| Consumer Products Fund | Investor Class | 233182.527 | 11.6933 | TD Ameritrade Inc. For the Exclusive Benefit of Our Clients PO Box 2226 Omaha, NE 68103-2226 |
| Dow Jones Industrial Average Fund | Class A | 38461.825 | 44.1855 | Pershing LLC 1 Pershing Plaza Jersey City, NJ 07399-0002 |
| Dow Jones Industrial Average Fund | Class A | 25909.873 | 29.7656 | National Financial Services LLC 499 Washington Boulevard Jersey City, NJ 07310 |
| Dow Jones Industrial Average Fund | Class C | 5879.28 | 20.2291 | LPL Financial 4707 Executive Drive San Diego, CA 92121-3091 |
| Dow Jones Industrial Average Fund | Class C | 10186.647 | 35.0497 | Pershing LLC 1 Pershing Plaza Jersey City, NJ 07399-0002 |
| Dow Jones Industrial Average Fund | Class C | 1574.867 | 5.4187 | Leslie Fukumoto (RIRA) [Address Intentionally Omitted for Privacy Purposes] |
| Dow Jones Industrial Average Fund | Class C | 8190.012 | 28.1798 | National Financial Services LLC 499 Washington Boulevard Jersey City, NJ 07310 |
| Dow Jones Industrial Average Fund | Class C | 2040.773 | 7.0217 | Matrix Trust Company Custodian FBO Visionary Eye Care, P.A. 717 17th Street, Suite 1300 Denver, CO 80202 |
F-9
Fund | Share Class | Amount of Shares Owned | Percentage of the Class | Name and Address of Beneficial Owner |
| Dow Jones Industrial Average Fund | Class H | 29859.918 | 8.9662 | Schwab Special Custody Account – Reinvest for Benefit of Customers 211 Main Street San Francisco, CA 94105 |
| Dow Jones Industrial Average Fund | Class H | 140211.749 | 42.1025 | National Financial Services Corporation For Exclusive Benefit Of Our Customers Attn: Mutual Funds Department, 4th Floor 499 Washington Boulevard Jersey City, NJ 07310 |
| Dow Jones Industrial Average Fund | Class H | 48637.263 | 14.6047 | E*TRADE Savings Bank FBO #98 PO Box 6503 Englewood, CO 80155-6503 |
| Dow Jones Industrial Average Fund | Class H | 59535.94 | 17.8773 | TD Ameritrade Inc. For the Exclusive Benefit of Our Clients PO Box 2226 Omaha, NE 68103-2226 |
| Electronics Fund | Class A | 2154.511 | 6.7155 | Special Custody Account For The Exclusive Benefit Of Customer Wells Fargo Clearing Services LLC 2801 Market Street Saint Louis, MO 63103 |
| Electronics Fund | Class A | 3282.781 | 10.2324 | RBC Capital Markets LLC Mutual Fund Omnibus Processing Omnibus Attn: Mutual Fund Ops Manager 60 South Sixth Street – P08 Minneapolis, MN 55402-4400 |
| Electronics Fund | Class A | 2097.379 | 6.5375 | LPL Financial 4707 Executive Drive San Diego, CA 92121-3091 |
| Electronics Fund | Class A | 7747.632 | 24.1493 | Pershing LLC 1 Pershing Plaza Jersey City, NJ 07399-0002 |
| Electronics Fund | Class C | 2748.246 | 11.8427 | Pershing LLC P.O. Box 2052 Jersey City, NJ 07303-9998 |
| Electronics Fund | Class C | 2085.943 | 8.9887 | Schwab Special Custody Account – Reinvest for Benefit of Customers 211 Main Street San Francisco, CA 94105 |
| Electronics Fund | Class C | 6507.249 | 28.041 | Special Custody Account For The Exclusive Benefit Of Customer Wells Fargo Clearing Services LLC 2801 Market Street Saint Louis, MO 63103 |
| Electronics Fund | Class C | 7196.158 | 31.0096 | RBC Capital Markets LLC Mutual Fund Omnibus Processing Omnibus Attn: Mutual Fund Ops Manager 60 South Sixth Street – P08 Minneapolis, MN 55402-4400 |
F-10
Fund | Share Class | Amount of Shares Owned | Percentage of the Class | Name and Address of Beneficial Owner |
| Electronics Fund | Class C | 2943.99 | 12.6862 | LPL Financial 4707 Executive Drive San Diego, CA 92121-3091 |
| Electronics Fund | Class H | 1924.581 | 9.3475 | Pershing LLC P.O. Box 2052 Jersey City, NJ 07303-9998 |
| Electronics Fund | Class H | 2900.88 | 14.0893 | Trust Co Of America FBO 120 PO Box 6503 Englewood, CO 80155 |
| Electronics Fund | Class H | 2541.196 | 12.3423 | National Financial Services Corporation For Exclusive Benefit Of Our Customers Attn: Mutual Funds Department, 4th Floor 499 Washington Boulevard Jersey City, NJ 07310 |
| Electronics Fund | Class H | 11752.725 | 57.082 | TD Ameritrade Inc. For the Exclusive Benefit of Our Clients PO Box 2226 Omaha, NE 68103-2226 |
| Electronics Fund | Investor Class | 190774.647 | 63.8277 | Schwab Special Custody Account – Reinvest for Benefit of Customers 211 Main Street San Francisco, CA 94105 |
| Electronics Fund | Investor Class | 60226.907 | 20.1502 | National Financial Services Corporation For Exclusive Benefit Of Our Customers Attn: Mutual Funds Department, 4th Floor 499 Washington Boulevard Jersey City, NJ 07310 |
| Emerging Markets 2x Strategy Fund | Class A | 10689.446 | 53.5001 | Pershing LLC 1 Pershing Plaza Jersey City, NJ 07399-0002 |
| Emerging Markets 2x Strategy Fund | Class A | 2372.101 | 11.8722 | National Financial Services LLC 499 Washington Boulevard Jersey City, NJ 07310 |
| Emerging Markets 2x Strategy Fund | Class C | 1002.97 | 18.5047 | Pershing LLC 1 Pershing Plaza Jersey City, NJ 07399-0002 |
| Emerging Markets 2x Strategy Fund | Class C | 475.173 | 8.7669 | Marella Jones (SEP) [Address Intentionally Omitted for Privacy Purposes] |
| Emerging Markets 2x Strategy Fund | Class C | 458.939 | 8.4674 | Patrick A. Fend (ROTH) [Address Intentionally Omitted for Privacy Purposes] |
| Emerging Markets 2x Strategy Fund | Class C | 858.601 | 15.8411 | NFS LLC FEBO/NFS/FMTC/IRA FBO Mary K. Rude [Address Intentionally Omitted for Privacy Purposes] |
| Emerging Markets 2x Strategy Fund | Class C | 285.785 | 5.2727 | E Trade Securities LLC IRA Custodian PO Box 484 Jersey City, NJ 07303-0484 |
F-11
Fund | Share Class | Amount of Shares Owned | Percentage of the Class | Name and Address of Beneficial Owner |
| Emerging Markets 2x Strategy Fund | Class H | 6862.343 | 12.9973 | Schwab Special Custody Account – Reinvest for Benefit of Customers 211 Main Street San Francisco, CA 94105 |
| Emerging Markets 2x Strategy Fund | Class H | 7447.538 | 14.1056 | National Financial Services Corporation For Exclusive Benefit Of Our Customers Attn: Mutual Funds Department, 4th Floor 499 Washington Boulevard Jersey City, NJ 07310 |
| Emerging Markets 2x Strategy Fund | Class H | 3986.442 | 7.5503 | Robert C. Rosen (IRA) [Address Intentionally Omitted for Privacy Purposes] |
| Emerging Markets 2x Strategy Fund | Class H | 11270.783 | 21.3469 | E*TRADE Savings Bank FBO #98 PO Box 6503 Englewood, CO 80155-6503 |
| Emerging Markets 2x Strategy Fund | Class H | 8310.776 | 15.7406 | Pershing LLC 1 Pershing Plaza Jersey City, NJ 07399-0002 |
| Emerging Markets Bond Strategy Fund | Class A | 146.014 | 30.5228 | Guggenheim Funds Distributors LLC 227 West Monroe Street, Suite 4800 Chicago, IL 60606 |
| Emerging Markets Bond Strategy Fund | Class A | 56.373 | 11.7842 | Gary D. Sorenson (RIRA) [Address Intentionally Omitted for Privacy Purposes] |
| Emerging Markets Bond Strategy Fund | Class A | 149.994 | 31.3548 | Pershing LLC 1 Pershing Plaza Jersey City, NJ 07399-0002 |
| Emerging Markets Bond Strategy Fund | Class A | 27.647 | 5.7793 | Jennifer L. Fields (IRA) [Address Intentionally Omitted for Privacy Purposes] |
| Emerging Markets Bond Strategy Fund | Class A | 78.196 | 16.3461 | Anna K. Fish (IRA) [Address Intentionally Omitted for Privacy Purposes] |
| Emerging Markets Bond Strategy Fund | Class C | 147.094 | 5.6141 | Guggenheim Funds Distributors LLC 227 West Monroe Street, Suite 4800 Chicago, IL 60606 |
| Emerging Markets Bond Strategy Fund | Class C | 468.641 | 17.8865 | Sitaram Walambe (RIRA) [Address Intentionally Omitted for Privacy Purposes] |
| Emerging Markets Bond Strategy Fund | Class C | 161.799 | 6.1753 | Mark J. Greil (RIRA) [Address Intentionally Omitted for Privacy Purposes] |
| Emerging Markets Bond Strategy Fund | Class C | 148.388 | 5.6634 | LPL Financial 4707 Executive Drive San Diego, CA 92121-3091 |
| Emerging Markets Bond Strategy Fund | Class C | 313.938 | 11.982 | Gary M. Rusinovich/Or Sharon Rusinovich JTWROS [Address Intentionally Omitted for Privacy Purposes] |
F-12
Fund | Share Class | Amount of Shares Owned | Percentage of the Class | Name and Address of Beneficial Owner |
| Emerging Markets Bond Strategy Fund | Class C | 187.199 | 7.1447 | Lori A. Britt (RIRA) [Address Intentionally Omitted for Privacy Purposes] |
| Emerging Markets Bond Strategy Fund | Class C | 148.414 | 5.6644 | National Financial Services LLC 499 Washington Boulevard Jersey City, NJ 07310 |
| Emerging Markets Bond Strategy Fund | Class H | 99200.321 | 87.252 | Schwab Special Custody Account – Reinvest for Benefit of Customers 211 Main Street San Francisco, CA 94105 |
| Emerging Markets Bond Strategy Fund | Class H | 6430.759 | 5.6562 | TD Ameritrade Inc. for the Exclusive Benefit of our Clients PO Box 2226 Omaha, NE 68103-2226 |
| Energy Fund | Class A | 4536.194 | 10.8121 | Morgan Stanley Smith Barney LLC For The Exclusive Benefit Of Its Customers 1 New York Plaza, Floor 12 New York, NY 10004-1901 |
| Energy Fund | Class A | 6890.587 | 16.4239 | Special Custody Account For The Exclusive Benefit Of Customer Wells Fargo Clearing Services LLC 2801 Market Street Saint Louis, MO 63103 |
| Energy Fund | Class A | 2098.33 | 5.0014 | UBS Financial Services Inc. FBO/UBS WM USA Omni Account M/F 1000 Harbor Boulevard Weehawken, NJ 07806-6761 |
| Energy Fund | Class A | 6458.833 | 15.3948 | Pershing LLC 1 Pershing Plaza Jersey City, NJ 07399-0002 |
| Energy Fund | Class A | 11622.388 | 27.7023 | National Financial Services LLC 499 Washington Boulevard Jersey City, NJ 07310 |
| Energy Fund | Class H | 1314.053 | 9.6122 | Nationwide Trust Company FSB/C/O IPO Portfolio Accounting P.O. Box 182029 Columbus, OH 43218-2029 |
| Energy Fund | Class H | 1221.88 | 8.9379 | Pershing LLC P.O. Box 2052 Jersey City, NJ 07303-9998 |
| Energy Fund | Class H | 1,131.566 | 8.2773 | National Financial Services Corporation For Exclusive Benefit Of Our Customers Attn: Mutual Funds Department, 4th Floor 499 Washington Boulevard Jersey City, NJ 07310 |
| Energy Fund | Class H | 4856.861 | 35.5276 | TD Ameritrade Inc. For the Exclusive Benefit of Our Clients PO Box 2226 Omaha, NE 68103-2226 |
F-13
Fund | Share Class | Amount of Shares Owned | Percentage of the Class | Name and Address of Beneficial Owner |
| Energy Fund | Class C | 6686.567 | 27.1837 | Pershing LLC P.O. Box 2052 Jersey City, NJ 07303-9998 |
| Energy Fund | Class C | 1618.695 | 6.5806 | Schwab Special Custody Account – Reinvest for Benefit of Customers 211 Main Street San Francisco, CA 94105 |
| Energy Fund | Class C | 5736.639 | 23.3219 | Special Custody Account For The Exclusive Benefit Of Customer Wells Fargo Clearing Services LLC 2801 Market Street Saint Louis, MO 63103 |
| Energy Fund | Class C | 1649.303 | 6.7051 | LPL Financial 4707 Executive Drive San Diego, CA 92121-3091 |
| Energy Fund | Investor Class | 78874.917 | 35.6425 | Schwab Special Custody Account – Reinvest for Benefit of Customers 211 Main Street San Francisco, CA 94105 |
| Energy Fund | Investor Class | 61199.988 | 27.6554 | National Financial Services Corporation For Exclusive Benefit Of Our Customers Attn: Mutual Funds Department, 4th Floor 499 Washington Boulevard Jersey City, NJ 07310 |
| Energy Fund | Investor Class | 15243.548 | 6.8883 | TD Ameritrade Inc. For the Exclusive Benefit of Our Clients PO Box 2226 Omaha, NE 68103-2226 |
| Energy Services Fund | Class A | 4683.01 | 10.0657 | Schwab Special Custody Account – Reinvest for Benefit of Customers 211 Main Street San Francisco, CA 94105 |
| Energy Services Fund | Class A | 4254.482 | 9.1446 | Special Custody Account For The Exclusive Benefit Of Customer Wells Fargo Clearing Services LLC 2801 Market Street Saint Louis, MO 63103 |
| Energy Services Fund | Class A | 3647.662 | 7.8403 | RBC Capital Markets LLC Mutual Fund Omnibus Processing Omnibus Attn: Mutual Fund Ops Manager 60 South Sixth Street – P08 Minneapolis, MN 55402-4400 |
| Energy Services Fund | Class A | 11413.745 | 24.5329 | Pershing LLC 1 Pershing Plaza Jersey City, NJ 07399-0002 |
| Energy Services Fund | Class A | 9906.556 | 21.2933 | National Financial Services LLC 499 Washington Boulevard Jersey City, NJ 07310 |
F-14
Fund | Share Class | Amount of Shares Owned | Percentage of the Class | Name and Address of Beneficial Owner |
| Energy Services Fund | Class C | 4175.583 | 8.9521 | NFS LLC FEBO/NFS/FMTC Rollover IRA FBO Paul O. Dodge, Jr. [Address Intentionally Omitted for Privacy Purposes] |
| Energy Services Fund | Class C | 9405.498 | 20.1647 | Donaldson Lufkin Jenrette/Securities Corporation Inc. P.O. Box 2052 Jersey City, NJ 07303-9998 |
| Energy Services Fund | Class C | 23341.263 | 50.0421 | Schwab Special Custody Account – Reinvest for Benefit of Customers 211 Main Street San Francisco, CA 94105 |
| Energy Services Fund | Class C | 2680.168 | 5.7461 | LPL Financial 4707 Executive Drive San Diego, CA 92121-3091 |
| Energy Services Fund | Class H | 32021.603 | 58.5299 | Nationwide Trust Company FSB/C/O IPO Portfolio Accounting P.O. Box 182029 Columbus, OH 43218-2029 |
| Energy Services Fund | Class H | 3041.404 | 5.5591 | National Financial Services Corporation For Exclusive Benefit Of Our Customers Attn: Mutual Funds Department, 4th Floor 499 Washington Boulevard Jersey City, NJ 07310 |
| Energy Services Fund | Class H | 8833.458 | 16.146 | TD Ameritrade Inc. For the Exclusive Benefit of Our Clients PO Box 2226 Omaha, NE 68103-2226 |
| Energy Services Fund | Investor Class | 29863.753 | 5.7281 | Pershing LLC P.O. Box 2052 Jersey City, NJ 07303-9998 |
| Energy Services Fund | Investor Class | 64298.167 | 12.333 | Schwab Special Custody Account – Reinvest for Benefit of Customers 211 Main Street San Francisco, CA 94105 |
| Energy Services Fund | Investor Class | 91712.725 | 17.5913 | National Financial Services Corporation For Exclusive Benefit Of Our Customers Attn: Mutual Funds Department, 4th Floor 499 Washington Boulevard Jersey City, NJ 07310 |
| Energy Services Fund | Investor Class | 56328.81 | 10.8044 | Special Custody Account For The Exclusive Benefit Of Customer Wells Fargo Clearing Services LLC 2801 Market Street Saint Louis, MO 63103 |
| Energy Services Fund | Investor Class | 128017.93 | 24.555 | TD Ameritrade Inc. For the Exclusive Benefit of Our Clients PO Box 2226 Omaha, NE 68103-2226 |
F-15
Fund | Share Class | Amount of Shares Owned | Percentage of the Class | Name and Address of Beneficial Owner |
| Energy Services Fund | Investor Class | 36424.754 | 6.9866 | Mid Atlantic Trust Company FBO/MATC FBO Various Kulp Financial Ser. 1251 Waterfront Place, Suite 525 Pittsburgh, PA 15222 |
| Europe 1.25x Strategy Fund | Class A | 95.455 | 6.0222 | Judith C. Kleinberg Char Remain Unit Trust – Judith C. Kazen TTEE, Ivan J. Kazen TTEE [Address Intentionally Omitted for Privacy Purposes] |
| Europe 1.25x Strategy Fund | Class A | 240.573 | 15.1777 | James L. Ridderbush (RIRA) [Address Intentionally Omitted for Privacy Purposes] |
| Europe 1.25x Strategy Fund | Class A | 104.01 | 6.5619 | Pershing LLC 1 Pershing Plaza Jersey City, NJ 07399-0002 |
| Europe 1.25x Strategy Fund | Class A | 215.076 | 13.5691 | National Financial Services LLC 499 Washington Boulevard Jersey City, NJ 07310 |
| Europe 1.25x Strategy Fund | Class A | 358.885 | 22.6419 | Oppenheimer & Co. Inc. FBO FBO Michael Freeman Rlvr IRA [Address Intentionally Omitted for Privacy Purposes] |
| Europe 1.25x Strategy Fund | Class A | 109.364 | 6.8997 | Stockcross Financial Services/Philip C. Sturman Peggy J. Sturman TTEE Philip J. Sturman Living Trust |
| Europe 1.25x Strategy Fund | Class C | 34.833 | 12.1011 | Aaron C. Dunn (RIRA) [Address Intentionally Omitted for Privacy Purposes] |
| Europe 1.25x Strategy Fund | Class C | 233.778 | 81.2154 | RBC Capital Markets LLC Mutual Fund Omnibus Processing Omnibus Attn: Mutual Fund Ops Manager 60 South Sixth Street – P08 Minneapolis, MN 55402-4400 |
| Europe 1.25x Strategy Fund | Class H | 104214.232 | 85.1142 | TD Ameritrade Inc. For the Exclusive Benefit of Our Clients PO Box 2226 Omaha, NE 68103-2226 |
| Financial Services Fund | Class A | 8460.874 | 7.465 | Special Custody Account For The Exclusive Benefit Of Customer Wells Fargo Clearing Services LLC 2801 Market Street Saint Louis, MO 63103 |
| Financial Services Fund | Class A | 82729.095 | 72.9925 | LPL Financial 4707 Executive Drive San Diego, CA 92121-3091 |
| Financial Services Fund | Class A | 8445.93 | 7.4519 | National Financial Services LLC 499 Washington Boulevard Jersey City, NJ 07310 |
F-16
Fund | Share Class | Amount of Shares Owned | Percentage of the Class | Name and Address of Beneficial Owner |
| Financial Services Fund | Class C | 8576.16 | 56.3394 | Donaldson Lufkin Jenrette/Securities Corporation Inc. P.O. Box 2052 Jersey City, NJ 07303-9998 |
| Financial Services Fund | Class C | 1424.309 | 9.3567 | Schwab Special Custody Account – Reinvest for Benefit of Customers 211 Main Street San Francisco, CA 94105 |
| Financial Services Fund | Class C | 859.502 | 5.6463 | Special Custody Account For The Exclusive Benefit Of Customer Wells Fargo Clearing Services LLC 2801 Market Street Saint Louis, MO 63103 |
| Financial Services Fund | Class C | 772.021 | 5.0716 | LPL Financial 4707 Executive Drive San Diego, CA 92121-3091 |
| Financial Services Fund | Class C | 1342.24 | 8.8175 | National Financial Services LLC 499 Washington Boulevard Jersey City, NJ 07310 |
| Financial Services Fund | Class H | 66015.593 | 70.4347 | Trust Co Of America FBO 120 PO Box 6503 Englewood, CO 80155 |
| Financial Services Fund | Class H | 6411.929 | 6.8411 | LPL Financial 4707 Executive Drive San Diego, CA 92121-3091 |
| Financial Services Fund | Class H | 16868.561 | 17.9977 | TD Ameritrade Inc. For the Exclusive Benefit of Our Clients PO Box 2226 Omaha, NE 68103-2226 |
| Financial Services Fund | Investor Class | 26442.821 | 13.6214 | Schwab Special Custody Account – Reinvest for Benefit of Customers 211 Main Street San Francisco, CA 94105 |
| Financial Services Fund | Investor Class | 102422.772 | 52.761 | National Financial Services Corporation For Exclusive Benefit Of Our Customers Attn: Mutual Funds Department, 4th Floor 499 Washington Boulevard Jersey City, NJ 07310 |
| Financial Services Fund | Investor Class | 12409.519 | 6.3925 | TD Ameritrade Inc. For the Exclusive Benefit of Our Clients PO Box 2226 Omaha, NE 68103-2226 |
| Government Long Bond 1.2x Strategy Fund | Class H | 1302305.235 | 95.0753 | E*TRADE Savings Bank/FBO: 75 PO Box 6503 Englewood, CO 80112 |
| Government Long Bond 1.2x Strategy Fund | Investor Class | 169841.088 | 7.457 | Schwab Special Custody Account – Reinvest for Benefit of Customers 211 Main Street San Francisco, CA 94105 |
F-17
Fund | Share Class | Amount of Shares Owned | Percentage of the Class | Name and Address of Beneficial Owner |
| Government Long Bond 1.2x Strategy Fund | Investor Class | 1700777.043 | 74.674 | Trust Co Of America FBO 120 PO Box 6503 Englewood, CO 80155 |
| Government Long Bond 1.2x Strategy Fund | Investor Class | 146117.592 | 6.4154 | National Financial Services Corporation For Exclusive Benefit Of Our Customers Attn: Mutual Funds Department, 4th Floor 499 Washington Boulevard Jersey City, NJ 07310 |
| Government Long Bond 1.2x Strategy Fund | Investor Class | 133019.311 | 5.8403 | TD Ameritrade Inc. For the Exclusive Benefit of Our Clients PO Box 2226 Omaha, NE 68103-2226 |
| Government Long Bond 1.2x Strategy Fund | Class C | 1245.074 | 6.0533 | NFS LLC FEBO/Mutual Funds Fractional Write Off Account Attn: Frank Adinolfi 200 Liberty Street New York, NY 10281 |
| Government Long Bond 1.2x Strategy Fund | Class C | 1992.716 | 9.6882 | Linda S. Ewald (ROTH) [Address Intentionally Omitted for Privacy Purposes] |
| Government Long Bond 1.2x Strategy Fund | Class C | 3865.061 | 18.7913 | Janis Lightfoot (IRA) [Address Intentionally Omitted for Privacy Purposes] |
| Government Long Bond 1.2x Strategy Fund | Class C | 3061.897 | 14.8864 | Schwab Special Custody Account – Reinvest for Benefit of Customers 211 Main Street San Francisco, CA 94105 |
| Government Long Bond 1.2x Strategy Fund | Class C | 1828.183 | 8.8883 | Cheryl Jones Hall (IRA)/Benefit of Mary Ann Jones (DECD) [Address Intentionally Omitted for Privacy Purposes] |
| Government Long Bond 1.2x Strategy Fund | Class C | 1554.264 | 7.5566 | Megan Copple Nolen [Address Intentionally Omitted for Privacy Purposes] |
| Government Long Bond 1.2x Strategy Fund | Class C | 1096.714 | 5.332 | Richard T. Schnabel [Address Intentionally Omitted for Privacy Purposes] |
| Health Care Fund | Class A | 18034.251 | 5.6995 | Special Custody Account For The Exclusive Benefit Of Customer Wells Fargo Clearing Services LLC 2801 Market Street Saint Louis, MO 63103 |
| Health Care Fund | Class A | 17978.233 | 5.6818 | RBC Capital Markets LLC Mutual Fund Omnibus Processing Omnibus Attn: Mutual Fund Ops Manager 60 South Sixth Street – P08 Minneapolis, MN 55402-4400 |
| Health Care Fund | Class A | 181522.941 | 57.3684 | LPL Financial 4707 Executive Drive San Diego, CA 92121-3091 |
F-18
Fund | Share Class | Amount of Shares Owned | Percentage of the Class | Name and Address of Beneficial Owner |
| Health Care Fund | Class A | 31034.573 | 9.8081 | Pershing LLC 1 Pershing Plaza Jersey City, NJ 07399-0002 |
| Health Care Fund | Class C | 75721.526 | 49.355 | Pershing LLC P.O. Box 2052 Jersey City, NJ 07303-9998 |
| Health Care Fund | Class C | 12005.426 | 7.825 | Special Custody Account For The Exclusive Benefit Of Customer Wells Fargo Clearing Services LLC 2801 Market Street Saint Louis, MO 63103 |
| Health Care Fund | Class C | 18410.419 | 11.9998 | RBC Capital Markets LLC Mutual Fund Omnibus Processing Omnibus Attn: Mutual Fund Ops Manager 60 South Sixth Street – P08 Minneapolis, MN 55402-4400 |
| Health Care Fund | Class C | 8615.228 | 5.6153 | LPL Financial 4707 Executive Drive San Diego, CA 92121-3091 |
| Health Care Fund | Class H | 8844.6 | 10.8055 | Nationwide Trust Company FSB/C/O IPO Portfolio Accounting P.O. Box 182029 Columbus, OH 43218-2029 |
| Health Care Fund | Class H | 4972.385 | 6.0748 | Schwab Special Custody Account – Reinvest for Benefit of Customers 211 Main Street San Francisco, CA 94105 |
| Health Care Fund | Class H | 9118.756 | 11.1405 | National Financial Services Corporation For Exclusive Benefit Of Our Customers Attn: Mutual Funds Department, 4th Floor 499 Washington Boulevard Jersey City, NJ 07310 |
| Health Care Fund | Class H | 13722.642 | 16.7651 | LPL Financial 4707 Executive Drive San Diego, CA 92121-3091 |
| Health Care Fund | Class H | 9271.695 | 11.3273 | TD Ameritrade Inc. For the Exclusive Benefit of Our Clients PO Box 2226 Omaha, NE 68103-2226 |
| Health Care Fund | Class H | 21745.215 | 26.5664 | Mid Atlantic Trust Company FBO Techstar Solutions Group LLC 401(k) 1251 Waterfront Place, Suite 525 Pittsburgh, PA 15222 |
| Health Care Fund | Investor Class | 354406.803 | 41.2722 | Schwab Special Custody Account – Reinvest for Benefit of Customers 211 Main Street San Francisco, CA 94105 |
F-19
Fund | Share Class | Amount of Shares Owned | Percentage of the Class | Name and Address of Beneficial Owner |
| Health Care Fund | Investor Class | 123929.485 | 14.4321 | National Financial Services Corporation For Exclusive Benefit Of Our Customers Attn: Mutual Funds Department, 4th Floor 499 Washington Boulevard Jersey City, NJ 07310 |
| Health Care Fund | Investor Class | 154681.171 | 18.0132 | TD Ameritrade Inc. For the Exclusive Benefit of Our Clients PO Box 2226 Omaha, NE 68103-2226 |
| High Yield Strategy Fund | Class A | 12102.492 | 7.2756 | Special Custody Account For The Exclusive Benefit Of Customer Wells Fargo Clearing Services LLC 2801 Market Street Saint Louis, MO 63103 |
| High Yield Strategy Fund | Class A | 12654.238 | 7.6073 | Pershing LLC 1 Pershing Plaza Jersey City, NJ 07399-0002 |
| High Yield Strategy Fund | Class A | 47830.697 | 28.7544 | TD Ameritrade Clearing Inc. FBO PO Box 2226 Omaha, NE 68103-2226 |
| High Yield Strategy Fund | Class A | 24114.556 | 14.4969 | National Financial Services LLC 499 Washington Boulevard Jersey City, NJ 07310 |
| High Yield Strategy Fund | Class A | 8896.166 | 5.3481 | TD Ameritrade FBO/Wendell Lamar Cossey IRA TD Ameritrade Clearing, Custodian [Address Intentionally Omitted for Privacy Purposes] |
| High Yield Strategy Fund | Class C | 4141.133 | 8.4671 | Pershing LLC P.O. Box 2052 Jersey City, NJ 07303-9998 |
| High Yield Strategy Fund | Class C | 3565.082 | 7.2893 | Special Custody Account For The Exclusive Benefit Of Customer Wells Fargo Clearing Services LLC 2801 Market Street Saint Louis, MO 63103 |
| High Yield Strategy Fund | Class C | 5877.889 | 12.0181 | RBC Capital Markets LLC Mutual Fund Omnibus Processing Omnibus Attn: Mutual Fund Ops Manager 60 South Sixth Street – P08 Minneapolis, MN 55402-4400 |
| High Yield Strategy Fund | Class C | 4346.537 | 8.8871 | LPL Financial 4707 Executive Drive San Diego, CA 92121-3091 |
| High Yield Strategy Fund | Class C | 7689.632 | 15.7225 | National Financial Services LLC 499 Washington Boulevard Jersey City, NJ 07310 |
| High Yield Strategy Fund | Class C | 10424.207 | 21.3138 | American Enterprise Investment Services, Inc. 707 2nd Avenue South Minneapolis, MN 55402 |
F-20
Fund | Share Class | Amount of Shares Owned | Percentage of the Class | Name and Address of Beneficial Owner |
| High Yield Strategy Fund | Class H | 562681.706 | 23.6065 | Schwab Special Custody Account – Reinvest for Benefit of Customers 211 Main Street San Francisco, CA 94105 |
| High Yield Strategy Fund | Class H | 392635.836 | 16.4724 | National Financial Services Corporation For Exclusive Benefit Of Our Customers Attn: Mutual Funds Department, 4th Floor 499 Washington Boulevard Jersey City, NJ 07310 |
| High Yield Strategy Fund | Class H | 144961.89 | 6.0816 | Pershing LLC 1 Pershing Plaza Jersey City, NJ 07399-0002 |
| High Yield Strategy Fund | Class H | 984605.242 | 41.3076 | TD Ameritrade Inc. For the Exclusive Benefit of Our Clients PO Box 2226 Omaha, NE 68103-2226 |
| Internet Fund | Class A | 1062.926 | 6.0381 | Morgan Stanley Smith Barney LLC For The Exclusive Benefit Of Its Customers 1 New York Plaza, Floor 12 New York, NY 10004-1901 |
| Internet Fund | Class A | 4159.014 | 23.626 | Special Custody Account For The Exclusive Benefit Of Customer Wells Fargo Clearing Services LLC 2801 Market Street Saint Louis, MO 63103 |
| Internet Fund | Class A | 1244.722 | 7.0708 | Raymond James/Omnibus for Mutual Funds House Account Attn: Courtney Waller 880 Carillon Parkway Saint Petersburg, FL 33716 |
| Internet Fund | Class A | 3176.422 | 18.0442 | Pershing LLC 1 Pershing Plaza Jersey City, NJ 07399-0002 |
| Internet Fund | Class A | 1250.516 | 7.1037 | National Financial Services LLC 499 Washington Boulevard Jersey City, NJ 07310 |
| Internet Fund | Class A | 1523.296 | 8.6533 | American Enterprise Investment Services, Inc. 707 2nd Avenue South Minneapolis, MN 55402 |
| Internet Fund | Class C | 2036.816 | 7.0771 | Pershing LLC P.O. Box 2052 Jersey City, NJ 07303-9998 |
| Internet Fund | Class C | 4887.242 | 16.9813 | Schwab Special Custody Account – Reinvest for Benefit of Customers 211 Main Street San Francisco, CA 94105 |
F-21
Fund | Share Class | Amount of Shares Owned | Percentage of the Class | Name and Address of Beneficial Owner |
| Internet Fund | Class C | 15860.152 | 55.1081 | Special Custody Account For The Exclusive Benefit Of Customer Wells Fargo Clearing Services LLC 2801 Market Street Saint Louis, MO 63103 |
| Internet Fund | Class C | 2536.919 | 8.8148 | LPL Financial 4707 Executive Drive San Diego, CA 92121-3091 |
| Internet Fund | Class H | 822.26 | 10.5433 | Schwab Special Custody Account – Reinvest for Benefit of Customers 211 Main Street San Francisco, CA 94105 |
| Internet Fund | Class H | 2325.749 | 29.8216 | National Financial Services Corporation For Exclusive Benefit Of Our Customers Attn: Mutual Funds Department, 4th Floor 499 Washington Boulevard Jersey City, NJ 07310 |
| Internet Fund | Class H | 2995.086 | 38.4041 | TD Ameritrade Inc. For the Exclusive Benefit of Our Clients PO Box 2226 Omaha, NE 68103-2226 |
| Internet Fund | Investor Class | 260660.413 | 72.6191 | Schwab Special Custody Account – Reinvest for Benefit of Customers 211 Main Street San Francisco, CA 94105 |
| Internet Fund | Investor Class | 22699.498 | 6.324 | National Financial Services Corporation For Exclusive Benefit Of Our Customers Attn: Mutual Funds Department, 4th Floor 499 Washington Boulevard Jersey City, NJ 07310 |
| Internet Fund | Investor Class | 19037.258 | 5.3037 | LPL Financial 4707 Executive Drive San Diego, CA 92121-3091 |
| Internet Fund | Investor Class | 26189.008 | 7.2961 | TD Ameritrade Inc. For the Exclusive Benefit of Our Clients PO Box 2226 Omaha, NE 68103-2226 |
| Inverse Emerging Markets 2x Strategy Fund | Class A | 1155.435 | 90.5264 | Pershing LLC 1 Pershing Plaza Jersey City, NJ 07399-0002 |
| Inverse Emerging Markets 2x Strategy Fund | Class C | 11.321 | 13.6135 | William J. Toshner (ROTH) [Address Intentionally Omitted for Privacy Purposes] |
| Inverse Emerging Markets 2x Strategy Fund | Class C | 71.839 | 86.3864 | TD Ameritrade FBO/Kenna Newman [Address Intentionally Omitted for Privacy Purposes] |
| Inverse Emerging Markets 2x Strategy Fund | Class H | 1210.419 | 14.8572 | Robert J. Doran (RIRA) [Address Intentionally Omitted for Privacy Purposes] |
F-22
Fund | Share Class | Amount of Shares Owned | Percentage of the Class | Name and Address of Beneficial Owner |
| Inverse Emerging Markets 2x Strategy Fund | Class H | 1093.949 | 13.4276 | Schwab Special Custody Account – Reinvest for Benefit of Customers 211 Main Street San Francisco, CA 94105 |
| Inverse Emerging Markets 2x Strategy Fund | Class H | 626.174 | 7.6859 | Dhruvkumar V. Gunderia or Mita D. Gunderia [Address Intentionally Omitted for Privacy Purposes] |
| Inverse Emerging Markets 2x Strategy Fund | Class H | 475.654 | 5.8384 | E*TRADE Savings Bank FBO #98 PO Box 6503 Englewood, CO 80155-6503 |
| Inverse Emerging Markets 2x Strategy Fund | Class H | 727.978 | 8.9355 | Pershing LLC 1 Pershing Plaza Jersey City, NJ 07399-0002 |
| Inverse Emerging Markets 2x Strategy Fund | Class H | 1194.05 | 14.6563 | TD Ameritrade Inc. For the Exclusive Benefit of Our Clients PO Box 2226 Omaha, NE 68103-2226 |
| Inverse Emerging Markets 2x Strategy Fund | Class H | 587.985 | 7.2172 | Equity Trust FBO Marilyn Ann Haqq [Address Intentionally Omitted for Privacy Purposes] |
| Inverse Government Long Bond Strategy Fund | Class A | 17580.225 | 5.9257 | National Financial Services LLC 499 Washington Boulevard Jersey City, NJ 07310 |
| Inverse Government Long Bond Strategy Fund | Class A | 26788.007 | 9.0293 | Pershing LLC P.O. Box 2052 Jersey City, NJ 07303-9998 |
| Inverse Government Long Bond Strategy Fund | Class A | 44249.309 | 14.915 | Schwab Special Custody Account – Reinvest for Benefit of Customers 211 Main Street San Francisco, CA 94105 |
| Inverse Government Long Bond Strategy Fund | Class A | 41938.702 | 14.1361 | Morgan Stanley Smith Barney LLC For The Exclusive Benefit Of Its Customers 1 New York Plaza, Floor 12 New York, NY 10004-1901 |
| Inverse Government Long Bond Strategy Fund | Class A | 91872.589 | 30.9672 | Special Custody Account For The Exclusive Benefit Of Customer Wells Fargo Clearing Services LLC 2801 Market Street Saint Louis, MO 63103 |
| Inverse Government Long Bond Strategy Fund | Class C | 45539.164 | 24.4442 | National Financial Services LLC 499 Washington Boulevard Jersey City, NJ 07310 |
| Inverse Government Long Bond Strategy Fund | Class C | 11464.449 | 6.1538 | Pershing LLC P.O. Box 2052 Jersey City, NJ 07303-9998 |
F-23
Fund | Share Class | Amount of Shares Owned | Percentage of the Class | Name and Address of Beneficial Owner |
| Inverse Government Long Bond Strategy Fund | Class C | 12466.602 | 6.6917 | Schwab Special Custody Account – Reinvest for Benefit of Customers 211 Main Street San Francisco, CA 94105 |
| Inverse Government Long Bond Strategy Fund | Class C | 68617.93 | 36.8322 | Special Custody Account For The Exclusive Benefit Of Customer Wells Fargo Clearing Services LLC 2801 Market Street Saint Louis, MO 63103 |
| Inverse Government Long Bond Strategy Fund | Class C | 27877.729 | 14.964 | LPL Financial 4707 Executive Drive San Diego, CA 92121-3091 |
| Inverse Government Long Bond Strategy Fund | Class H | 20267.383 | 19.1548 | E*TRADE Savings Bank/FBO: 75 PO Box 6503 Englewood, CO 80112 |
| Inverse Government Long Bond Strategy Fund | Class H | 66773.385 | 63.1078 | Pershing LLC 1 Pershing Plaza Jersey City, NJ 07399-0002 |
| Inverse Government Long Bond Strategy Fund | Investor Class | 135439.987 | 11.2854 | Pershing LLC P.O. Box 2052 Jersey City, NJ 07303-9998 |
| Inverse Government Long Bond Strategy Fund | Investor Class | 172239.536 | 14.3517 | Schwab Special Custody Account – Reinvest for Benefit of Customers 211 Main Street San Francisco, CA 94105 |
| Inverse Government Long Bond Strategy Fund | Investor Class | 519031.505 | 43.2479 | National Financial Services Corporation For Exclusive Benefit Of Our Customers Attn: Mutual Funds Department, 4th Floor 499 Washington Boulevard Jersey City, NJ 07310 |
| Inverse Government Long Bond Strategy Fund | Investor Class | 64002.003 | 5.3329 | TD Ameritrade Inc. For the Exclusive Benefit of Our Clients PO Box 2226 Omaha, NE 68103-2226 |
| Inverse High Yield Strategy Fund | Class A | 604.386 | 12.1678 | Schwab Special Custody Account – Reinvest for Benefit of Customers 211 Main Street San Francisco, CA 94105 |
| Inverse High Yield Strategy Fund | Class A | 985.56 | 19.8419 | Raymond James/Omnibus for Mutual Funds House Account Attn: Courtney Waller 880 Carillon Parkway Saint Petersburg, FL 33716 |
| Inverse High Yield Strategy Fund | Class A | 291.638 | 5.8714 | Pershing LLC 1 Pershing Plaza Jersey City, NJ 07399-0002 |
F-24
Fund | Share Class | Amount of Shares Owned | Percentage of the Class | Name and Address of Beneficial Owner |
| Inverse High Yield Strategy Fund | Class A | 2569.732 | 51.7355 | National Financial Services LLC 499 Washington Boulevard Jersey City, NJ 07310 |
| Inverse High Yield Strategy Fund | Class C | 5303.11 | 72.8783 | Schwab Special Custody Account – Reinvest for Benefit of Customers 211 Main Street San Francisco, CA 94105 |
| Inverse High Yield Strategy Fund | Class C | 1645.007 | 22.6066 | LPL Financial 4707 Executive Drive San Diego, CA 92121-3091 |
| Inverse High Yield Strategy Fund | Class H | 132240.178 | 89.5777 | TD Ameritrade Inc. For the Exclusive Benefit of Our Clients PO Box 2226 Omaha, NE 68103-2226 |
| Inverse Mid-Cap Strategy Fund | Class A | 688.766 | 12.3408 | Schwab Special Custody Account – Reinvest for Benefit of Customers 211 Main Street San Francisco, CA 94105 |
| Inverse Mid-Cap Strategy Fund | Class A | 2072.149 | 37.1272 | LPL Financial 4707 Executive Drive San Diego, CA 92121-3091 |
| Inverse Mid-Cap Strategy Fund | Class A | 1682.188 | 30.1402 | Pershing LLC 1 Pershing Plaza Jersey City, NJ 07399-0002 |
| Inverse Mid-Cap Strategy Fund | Class A | 960.799 | 17.2148 | NFS LLC FEBO/NFS/FMTC Rollover IRA FBO Thomas E. McKnight [Address Intentionally Omitted for Privacy Purposes] |
| Inverse Mid-Cap Strategy Fund | Class C | 1 | 99.6015 | Schwab Special Custody Account – Reinvest for Benefit of Customers 211 Main Street San Francisco, CA 94105 |
| Inverse Mid-Cap Strategy Fund | Class H | 25286.687 | 63.5692 | Schwab Special Custody Account – Reinvest for Benefit of Customers 211 Main Street San Francisco, CA 94105 |
| Inverse Mid-Cap Strategy Fund | Class H | 2249.146 | 5.6542 | National Financial Services Corporation For Exclusive Benefit Of Our Customers Attn: Mutual Funds Department, 4th Floor 499 Washington Boulevard Jersey City, NJ 07310 |
| Inverse Mid-Cap Strategy Fund | Class H | 2533.981 | 6.3702 | Special Custody Account For The Exclusive Benefit Of Customer Wells Fargo Clearing Services LLC 2801 Market Street Saint Louis, MO 63103 |
| Inverse Mid-Cap Strategy Fund | Class H | 2266.716 | 5.6983 | TD Ameritrade Inc. For the Exclusive Benefit of Our Clients PO Box 2226 Omaha, NE 68103-2226 |
F-25
Fund | Share Class | Amount of Shares Owned | Percentage of the Class | Name and Address of Beneficial Owner |
| Inverse Mid-Cap Strategy Fund | Class H | 3308.859 | 8.3182 | Mid Atlantic Trust Company FBO Smackover Family Practice Clin 401(k) 1251 Waterfront Place, Suite 525 Pittsburgh, PA 15222 |
Inverse NASDAQ-100® Strategy Fund | Class A | 1521.931 | 23.7462 | National Financial Services LLC 499 Washington Boulevard Jersey City, NJ 07310 |
Inverse NASDAQ-100® Strategy Fund | Class A | 577.171 | 9.0054 | Schwab Special Custody Account – Reinvest for Benefit of Customers 211 Main Street San Francisco, CA 94105 |
Inverse NASDAQ-100® Strategy Fund | Class A | 1701.27 | 26.5444 | LPL Financial 4707 Executive Drive San Diego, CA 92121-3091 |
Inverse NASDAQ-100® Strategy Fund | Class A | 352.125 | 5.4941 | Raymond James/Omnibus for Mutual Funds House Account Attn: Courtney Waller 880 Carillon Parkway Saint Petersburg, FL 33716 |
Inverse NASDAQ-100® Strategy Fund | Class A | 980.527 | 15.2988 | Pershing LLC 1 Pershing Plaza Jersey City, NJ 07399-0002 |
Inverse NASDAQ-100® Strategy Fund | Class C | 747.398 | 20.514 | Pershing LLC P.O. Box 2052 Jersey City, NJ 07303-9998 |
Inverse NASDAQ-100® Strategy Fund | Class C | 893.199 | 24.5158 | American Enterprise Investment Services, Inc. 707 2nd Avenue South Minneapolis, MN 55402 |
Inverse NASDAQ-100® Strategy Fund | Class C | 314.434 | 8.6303 | Schwab Special Custody Account – Reinvest for Benefit of Customers 211 Main Street San Francisco, CA 94105 |
Inverse NASDAQ-100® Strategy Fund | Class C | 1354.304 | 37.1719 | Special Custody Account For The Exclusive Benefit Of Customer Wells Fargo Clearing Services LLC 2801 Market Street Saint Louis, MO 63103 |
Inverse NASDAQ-100® Strategy Fund | Class H | 3442.806 | 11.654 | National Financial Services Corporation For Exclusive Benefit Of Our Customers Attn: Mutual Funds Department, 4th Floor 499 Washington Boulevard Jersey City, NJ 07310 |
Inverse NASDAQ-100® Strategy Fund | Class H | 22511.856 | 76.2034 | E*TRADE Savings Bank/FBO: 75 PO Box 6503 Englewood, CO 80112 |
Inverse NASDAQ-100® Strategy Fund | Investor Class | 26050.101 | 17.4988 | Pershing LLC P.O. Box 2052 Jersey City, NJ 07303-9998 |
F-26
Fund | Share Class | Amount of Shares Owned | Percentage of the Class | Name and Address of Beneficial Owner |
Inverse NASDAQ-100® Strategy Fund | Investor Class | 19065.328 | 12.8069 | Schwab Special Custody Account – Reinvest for Benefit of Customers 211 Main Street San Francisco, CA 94105 |
Inverse NASDAQ-100® Strategy Fund | Investor Class | 26093.548 | 17.528 | National Financial Services Corporation For Exclusive Benefit Of Our Customers Attn: Mutual Funds Department, 4th Floor 499 Washington Boulevard Jersey City, NJ 07310 |
Inverse NASDAQ-100® Strategy Fund | Investor Class | 7801.14 | 5.2403 | Special Custody Account For The Exclusive Benefit Of Customer Wells Fargo Clearing Services LLC 2801 Market Street Saint Louis, MO 63103 |
Inverse NASDAQ-100® Strategy Fund | Investor Class | 8459.156 | 5.6823 | RBC Capital Markets LLC Mutual Fund Omnibus Processing Omnibus Attn: Mutual Fund Ops Manager 60 South Sixth Street – P08 Minneapolis, MN 55402-4400 |
Inverse NASDAQ-100® Strategy Fund | Investor Class | 32185.941 | 21.6205 | LPL Financial 4707 Executive Drive San Diego, CA 92121-3091 |
Inverse Russell 2000® Strategy Fund | Class A | 978.061 | 6.1711 | Special Custody Account For The Exclusive Benefit Of Customer Wells Fargo Clearing Services LLC 2801 Market Street Saint Louis, MO 63103 |
Inverse Russell 2000® Strategy Fund | Class A | 4980.555 | 31.4249 | LPL Financial 4707 Executive Drive San Diego, CA 92121-3091 |
Inverse Russell 2000® Strategy Fund | Class A | 2864.438 | 18.0732 | Pershing LLC 1 Pershing Plaza Jersey City, NJ 07399-0002 |
Inverse Russell 2000® Strategy Fund | Class A | 3158.253 | 19.9271 | National Financial Services LLC 499 Washington Boulevard Jersey City, NJ 07310 |
Inverse Russell 2000® Strategy Fund | Class A | 1921.23 | 12.122 | TD Ameritrade FBO/Lorraine Suzuki [Address Intentionally Omitted for Privacy Purposes] |
Inverse Russell 2000® Strategy Fund | Class C | 2417.292 | 9.8695 | NFS LLC FEBO/NFS/FMTC Rollover IRA FBO Robert C. Irvine [Address Intentionally Omitted for Privacy Purposes] |
Inverse Russell 2000® Strategy Fund | Class C | 18148.838 | 74.0997 | Schwab Special Custody Account – Reinvest for Benefit of Customers 211 Main Street San Francisco, CA 94105 |
Inverse Russell 2000® Strategy Fund | Class C | 2425.29 | 9.9021 | LPL Financial 4707 Executive Drive San Diego, CA 92121-3091 |
F-27
Fund | Share Class | Amount of Shares Owned | Percentage of the Class | Name and Address of Beneficial Owner |
Inverse Russell 2000® Strategy Fund | Class H | 67757.637 | 24.3311 | Schwab Special Custody Account – Reinvest for Benefit of Customers 211 Main Street San Francisco, CA 94105 |
Inverse Russell 2000® Strategy Fund | Class H | 49600.194 | 17.8109 | National Financial Services Corporation For Exclusive Benefit Of Our Customers Attn: Mutual Funds Department, 4th Floor 499 Washington Boulevard Jersey City, NJ 07310 |
Inverse Russell 2000® Strategy Fund | Class H | 20189.831 | 7.2499 | E*TRADE Savings Bank FBO: 75 PO Box 6503 Englewood, CO 80112 |
Inverse Russell 2000® Strategy Fund | Class H | 76439.031 | 27.4485 | LPL Financial 4707 Executive Drive San Diego, CA 92121-3091 |
Inverse Russell 2000® Strategy Fund | Class H | 15708.89 | 5.6409 | TD Ameritrade Inc. For the Exclusive Benefit of Our Clients PO Box 2226 Omaha, NE 68103-2226 |
Inverse S&P 500® Strategy Fund | Class A | 314481.486 | 84.4861 | LPL Financial 4707 Executive Drive San Diego, CA 92121-3091 |
Inverse S&P 500® Strategy Fund | Class H | 19754.96 | 15.0795 | National Financial Services Corporation For Exclusive Benefit Of Our Customers Attn: Mutual Funds Department, 4th Floor 499 Washington Boulevard Jersey City, NJ 07310 |
Inverse S&P 500® Strategy Fund | Class H | 98615.475 | 75.276 | TD Ameritrade Inc. For the Exclusive Benefit of Our Clients PO Box 2226 Omaha, NE 68103-2226 |
Inverse S&P 500® Strategy Fund | Investor Class | 145944.5 | 18.3824 | Schwab Special Custody Account – Reinvest for Benefit of Customers 211 Main Street San Francisco, CA 94105 |
Inverse S&P 500® Strategy Fund | Investor Class | 350645.972 | 44.1655 | National Financial Services Corporation For Exclusive Benefit Of Our Customers Attn: Mutual Funds Department, 4th Floor 499 Washington Boulevard Jersey City, NJ 07310 |
Inverse S&P 500® Strategy Fund | Investor Class | 54626.19 | 6.8804 | TD Ameritrade Inc. For the Exclusive Benefit of Our Clients PO Box 2226 Omaha, NE 68103-2226 |
Inverse S&P 500® Strategy Fund | Class C | 9900.148 | 23.3725 | Schwab Special Custody Account – Reinvest for Benefit of Customers 211 Main Street San Francisco, CA 94105 |
F-28
Fund | Share Class | Amount of Shares Owned | Percentage of the Class | Name and Address of Beneficial Owner |
Inverse S&P 500® Strategy Fund | Class C | 19065.822 | 45.0111 | Special Custody Account For The Exclusive Benefit Of Customer Wells Fargo Clearing Services LLC 2801 Market Street Saint Louis, MO 63103 |
Inverse S&P 500® Strategy Fund | Class C | 3758.619 | 8.8734 | LPL Financial 4707 Executive Drive San Diego, CA 92121-3091 |
| Japan 2x Strategy Fund | Class A | 84.353 | 5.03 | Judith C. Kleinberg Charitable Remain Unit Trust Judith C. Kazen TTEE Ivan J. Kaven TTEE [Address Intentionally Omitted for Privacy Purposes] |
| Japan 2x Strategy Fund | Class A | 150.38 | 8.9673 | James L. Ridderbush (RIRA) [Address Intentionally Omitted for Privacy Purposes] |
| Japan 2x Strategy Fund | Class A | 390.519 | 23.2872 | Pershing LLC 1 Pershing Plaza Jersey City, NJ 07399-0002 |
| Japan 2x Strategy Fund | Class A | 623.117 | 37.1574 | National Financial Services LLC 499 Washington Boulevard Jersey City, NJ 07310 |
| Japan 2x Strategy Fund | Class C | 33.471 | 12.4754 | Transsolutions Ret Plan/FBO Leong Ng Match Gloria Bender and Belinda Hargrove TTEES [Address Intentionally Omitted for Privacy Purposes] |
| Japan 2x Strategy Fund | Class C | 15.142 | 5.6438 | John Downing (ROTH) [Address Intentionally Omitted for Privacy Purposes] |
| Japan 2x Strategy Fund | Class C | 32.837 | 12.2391 | Charles Schwab & Co. Inc./Special Custody A/C FBO Customers Attn: Mutual Funds 101 Montgomery Street San Francisco, CA 94104-4122 |
| Japan 2x Strategy Fund | Class C | 112.57 | 41.9577 | J.P. Morgan Securities LLC/FBO 4 Chase Metrotech Center Brooklyn, NY 11245-0001 |
| Japan 2x Strategy Fund | Class C | 48.226 | 17.975 | TD Ameritrade FBO/Kwock Yee Hom Roth IRA TD Ameritrade Inc. Custodian [Address Intentionally Omitted for Privacy Purposes] |
| Japan 2x Strategy Fund | Class H | 744.887 | 6.7539 | Dean G. Sather or Nancy J. Deschane [Address Intentionally Omitted for Privacy Purposes] |
| Japan 2x Strategy Fund | Class H | 611.874 | 5.5479 | Schwab Special Custody Account – Reinvest for Benefit of Customers 211 Main Street San Francisco, CA 94105 |
F-29
Fund | Share Class | Amount of Shares Owned | Percentage of the Class | Name and Address of Beneficial Owner |
| Japan 2x Strategy Fund | Class H | 1898.505 | 17.214 | National Financial Services Corporation For Exclusive Benefit Of Our Customers Attn: Mutual Funds Department, 4th Floor 499 Washington Boulevard Jersey City, NJ 07310 |
| Japan 2x Strategy Fund | Class H | 1913.131 | 17.3466 | FolioFN Investments Inc. 8180 Greensboro Drive, 8th Floor McLean, VA 22102 |
| Japan 2x Strategy Fund | Class H | 759.255 | 6.8842 | Jay Lewis Wertman (RIRA) [Address Intentionally Omitted for Privacy Purposes] |
| Japan 2x Strategy Fund | Class H | 2674.866 | 24.2533 | TD Ameritrade Inc. For the Exclusive Benefit of Our Clients PO Box 2226 Omaha, NE 68103-2226 |
| Leisure Fund | Class A | 2681.134 | 16.9216 | Schwab Special Custody Account – Reinvest for Benefit of Customers 211 Main Street San Francisco, CA 94105 |
| Leisure Fund | Class A | 3713.969 | 23.4402 | Special Custody Account For The Exclusive Benefit Of Customer Wells Fargo Clearing Services LLC 2801 Market Street Saint Louis, MO 63103 |
| Leisure Fund | Class A | 2911.117 | 18.3731 | UBS Financial Services Inc. FBO/UBS WM USA Omni Account M/F 1000 Harbor Boulevard Weehawken, NJ 07806-6761 |
| Leisure Fund | Class A | 2,543.389 | 16.0522 | Pershing LLC 1 Pershing Plaza Jersey City, NJ 07399-0002 |
| Leisure Fund | Class A | 1088.663 | 6.8709 | National Financial Services LLC 499 Washington Boulevard Jersey City, NJ 07310 |
| Leisure Fund | Class C | 859.701 | 8.2094 | NFS LLC FEBO/NFS/FMTC Rollover IRA FBO Paul O. Dodge, Jr. [Address Intentionally Omitted for Privacy Purposes] |
| Leisure Fund | Class C | 3383.787 | 32.3125 | Pershing LLC P.O. Box 2052 Jersey City, NJ 07303-9998 |
| Leisure Fund | Class C | 1484.566 | 14.1764 | Schwab Special Custody Account – Reinvest for Benefit of Customers 211 Main Street San Francisco, CA 94105 |
| Leisure Fund | Class C | 1605.405 | 15.3303 | Special Custody Account For The Exclusive Benefit Of Customer Wells Fargo Clearing Services LLC 2801 Market Street Saint Louis, MO 63103 |
F-30
Fund | Share Class | Amount of Shares Owned | Percentage of the Class | Name and Address of Beneficial Owner |
| Leisure Fund | Class C | 681.621 | 6.5089 | UBS Financial Services Inc. FBO/UBS WM USA Omni Account M/F 1000 Harbor Boulevard Weehawken, NJ 07806-6761 |
| Leisure Fund | Class C | 665.762 | 6.3575 | LPL Financial 4707 Executive Drive San Diego, CA 92121-3091 |
| Leisure Fund | Class C | 590.177 | 5.6357 | American Enterprise Investment Services, Inc. 707 2nd Avenue South Minneapolis, MN 55402 |
| Leisure Fund | Class H | 5833.023 | 19.0089 | Trust Co Of America FBO 120 PO Box 6503 Englewood, CO 80155 |
| Leisure Fund | Class H | 19920.309 | 64.9172 | TD Ameritrade Inc. For the Exclusive Benefit of Our Clients PO Box 2226 Omaha, NE 68103-2226 |
| Leisure Fund | Investor Class | 25162.958 | 26.7501 | Schwab Special Custody Account – Reinvest for Benefit of Customers 211 Main Street San Francisco, CA 94105 |
| Leisure Fund | Investor Class | 16131.334 | 17.1488 | National Financial Services Corporation For Exclusive Benefit Of Our Customers Attn: Mutual Funds Department, 4th Floor 499 Washington Boulevard Jersey City, NJ 07310 |
| Leisure Fund | Investor Class | 16455.472 | 17.4934 | Special Custody Account For The Exclusive Benefit Of Customer Wells Fargo Clearing Services LLC 2801 Market Street Saint Louis, MO 63103 |
| Leisure Fund | Investor Class | 6712.922 | 7.1363 | LPL Financial 4707 Executive Drive San Diego, CA 92121-3091 |
| Leisure Fund | Investor Class | 5056.056 | 5.3749 | TD Ameritrade Inc. For the Exclusive Benefit of Our Clients PO Box 2226 Omaha, NE 68103-2226 |
| Long Short Equity Fund | Class A | 47654.004 | 8.1492 | National Financial Services LLC 499 Washington Boulevard Jersey City, NJ 07310 |
| Long Short Equity Fund | Class A | 55476.817 | 9.487 | Pershing LLC P.O. Box 2052 Jersey City, NJ 07303-9998 |
| Long Short Equity Fund | Class A | 43411.12 | 7.4236 | Schwab Special Custody Account – Reinvest for Benefit of Customers 211 Main Street San Francisco, CA 94105 |
F-31
Fund | Share Class | Amount of Shares Owned | Percentage of the Class | Name and Address of Beneficial Owner |
| Long Short Equity Fund | Class A | 97590.143 | 16.6887 | Morgan Stanley Smith Barney LLC For The Exclusive Benefit Of Its Customers 1 New York Plaza, Floor 12 New York, NY 10004-1901 |
| Long Short Equity Fund | Class A | 168646.97 | 28.8401 | Special Custody Account For The Exclusive Benefit Of Customer Wells Fargo Clearing Services LLC 2801 Market Street Saint Louis, MO 63103 |
| Long Short Equity Fund | Class A | 30373.496 | 5.1941 | RBC Capital Markets LLC Mutual Fund Omnibus Processing Omnibus Attn: Mutual Funds Ops Manager 60 South Sixth Street – P08 Minneapolis, MN 55402-4400 |
| Long Short Equity Fund | Class C | 6789.562 | 9.8281 | National Financial Services LLC 499 Washington Boulevard Jersey City, NJ 07310 |
| Long Short Equity Fund | Class C | 4151.626 | 6.0096 | American Enterprise Investment Services, Inc. 707 2nd Avenue South Minneapolis, MN 55402 |
| Long Short Equity Fund | Class C | 5397.951 | 7.8137 | Schwab Special Custody Account – Reinvest for Benefit of Customers 211 Main Street San Francisco, CA 94105 |
| Long Short Equity Fund | Class C | 6331.109 | 9.1644 | Morgan Stanley Smith Barney LLC For The Exclusive Benefit Of Its Customers 1 New York Plaza, Floor 12 New York, NY 10004-1901 |
| Long Short Equity Fund | Class C | 12825.679 | 18.5655 | Special Custody Account For The Exclusive Benefit Of Customer Wells Fargo Clearing Services LLC 2801 Market Street Saint Louis, MO 63103 |
| Long Short Equity Fund | Class C | 3805.849 | 5.509 | UBS Financial Services Inc. FBO/UBS WM USA Omni Account M/F 1000 Harbor Boulevard Weehawken, NJ 07806-6761 |
| Long Short Equity Fund | Class C | 13538.709 | 19.5977 | LPL Financial 4707 Executive Drive San Diego, CA 92121-3091 |
| Long Short Equity Fund | Class C | 5296.816 | 7.6673 | TD Ameritrade FBO/James LaLonde & Patricia Elise Scallan LaLonde Community Prop. [Address Intentionally Omitted for Privacy Purposes] |
| Long Short Equity Fund | Class P | 144504.357 | 26.3769 | UMB Bank NA FBO Fiduciary For Tax Deferred Acct. One Security Place Topeka, KS 66636-0001 |
F-32
Fund | Share Class | Amount of Shares Owned | Percentage of the Class | Name and Address of Beneficial Owner |
| Long Short Equity Fund | Class P | 120701.254 | 22.032 | Schwab Special Custody Account – Reinvest for Benefit of Customers 211 Main Street San Francisco, CA 94105 |
| Long Short Equity Fund | Class P | 53840.195 | 9.8276 | National Financial Services Corporation For Exclusive Benefit Of Our Customers Attn: Mutual Funds Department, 4th Floor 499 Washington Boulevard Jersey City, NJ 07310 |
| Long Short Equity Fund | Class P | 30578.633 | 5.5816 | TD Ameritrade Inc. For the Exclusive Benefit of Our Clients PO Box 2226 Omaha, NE 68103-2226 |
| Long Short Equity Fund | Institutional Class | 9072.174 | 7.7283 | Schwab Special Custody Account – Reinvest for Benefit of Customers 211 Main Street San Francisco, CA 94105 |
| Long Short Equity Fund | Institutional Class | 17776.035 | 15.1429 | National Financial Services Corporation For Exclusive Benefit Of Our Customers Attn: Mutual Funds Department, 4th Floor 499 Washington Boulevard Jersey City, NJ 07310 |
| Long Short Equity Fund | Institutional Class | 44091.364 | 37.5603 | Special Custody Account For The Exclusive Benefit Of Customer Wells Fargo Clearing Services LLC 2801 Market Street Saint Louis, MO 63103 |
| Long Short Equity Fund | Institutional Class | 19222.871 | 16.3754 | UBS Financial Services Inc. FBO/UBS WM USA Omni Account M/F 1000 Harbor Boulevard Weehawken, NJ 07806-6761 |
| Long Short Equity Fund | Institutional Class | 10272.975 | 8.7512 | LPL Financial 4707 Executive Drive San Diego, CA 92121-3091 |
| Long Short Equity Fund | Institutional Class | 7713.308 | 6.5707 | American Enterprise Investment Services, Inc. 707 2nd Avenue South Minneapolis, MN 55402 |
| Managed Futures Strategy Fund | Class A | 33168.041 | 8.2307 | NFS LLC FEBO/Mutual Funds Fractional Write Off Account Attn: Frank Adinolfi 200 Liberty Street New York, NY 10281 |
| Managed Futures Strategy Fund | Class A | 94409.173 | 23.4278 | Morgan Stanley Smith Barney LLC For The Exclusive Benefit Of Its Customers 1 New York Plaza, Floor 12 New York, NY 10004-1901 |
F-33
Fund | Share Class | Amount of Shares Owned | Percentage of the Class | Name and Address of Beneficial Owner |
| Managed Futures Strategy Fund | Class A | 48607.878 | 12.0621 | Special Custody Account For The Exclusive Benefit Of Customer Wells Fargo Clearing Services LLC 2801 Market Street Saint Louis, MO 63103 |
| Managed Futures Strategy Fund | Class A | 52740.378 | 13.0876 | LPL Financial 4707 Executive Drive San Diego, CA 92121-3091 |
| Managed Futures Strategy Fund | Class A | 42543.609 | 10.5572 | Pershing LLC 1 Pershing Plaza Jersey City, NJ 07399-0002 |
| Managed Futures Strategy Fund | Class A | 25924.299 | 6.4331 | Oppenheimer & Co. Inc. Custodian/FBO Susan M. Stocke ROTH IRA [Address Intentionally Omitted for Privacy Purposes] |
| Managed Futures Strategy Fund | Class C | 11425.562 | 8.1829 | Pershing LLC P.O. Box 2052 Jersey City, NJ 07303-9998 |
| Managed Futures Strategy Fund | Class C | 8554.408 | 6.1266 | American Enterprise Investment Services, Inc. 707 2nd Avenue South Minneapolis, MN 55402 |
| Managed Futures Strategy Fund | Class C | 26194.454 | 18.7604 | Morgan Stanley Smith Barney LLC For The Exclusive Benefit Of Its Customers 1 New York Plaza, Floor 12 New York, NY 10004-1901 |
| Managed Futures Strategy Fund | Class C | 28016.82 | 20.0656 | Special Custody Account For The Exclusive Benefit Of Customer Wells Fargo Clearing Services LLC 2801 Market Street Saint Louis, MO 63103 |
| Managed Futures Strategy Fund | Class C | 12054.91 | 8.6337 | LPL Financial 4707 Executive Drive San Diego, CA 92121-3091 |
| Managed Futures Strategy Fund | Class C | 12931.19 | 9.2613 | Raymond James/Omnibus for Mutual Funds House Account Attn: Courtney Waller 880 Carillon Parkway Saint Petersburg, FL 33716 |
| Managed Futures Strategy Fund | Class C | 12712.668 | 9.1048 | National Financial Services LLC 499 Washington Boulevard Jersey City, NJ 07310 |
| Managed Futures Strategy Fund | Class P | 158855.668 | 22.7935 | Pershing LLC P.O. Box 2052 Jersey City, NJ 07303-9998 |
| Managed Futures Strategy Fund | Class P | 82467.984 | 11.8329 | Schwab Special Custody Account – Reinvest for Benefit of Customers 211 Main Street San Francisco, CA 94105 |
F-34
Fund | Share Class | Amount of Shares Owned | Percentage of the Class | Name and Address of Beneficial Owner |
| Managed Futures Strategy Fund | Class P | 90115.985 | 12.9303 | National Financial Services Corporation For Exclusive Benefit Of Our Customers Attn: Mutual Funds Department, 4th Floor 499 Washington Boulevard Jersey City, NJ 07310 |
| Managed Futures Strategy Fund | Class P | 165123.066 | 23.6928 | Morgan Stanley Smith Barney LLC For The Exclusive Benefit Of Its Customers 1 New York Plaza, Floor 12 New York, NY 10004-1901 |
| Managed Futures Strategy Fund | Class P | 39118.688 | 5.6129 | TD Ameritrade Inc. For the Exclusive Benefit of Our Clients PO Box 2226 Omaha, NE 68103-2226 |
| Managed Futures Strategy Fund | Institutional Class | 30606.284 | 7.7353 | Schwab Special Custody Account – Reinvest for Benefit of Customers 211 Main Street San Francisco, CA 94105 |
| Managed Futures Strategy Fund | Institutional Class | 93379.021 | 23.6003 | Special Custody Account For The Exclusive Benefit Of Customer Wells Fargo Clearing Services LLC 2801 Market Street Saint Louis, MO 63103 |
| Managed Futures Strategy Fund | Institutional Class | 53070.507 | 13.4128 | UBS Financial Services Inc. FBO/UBS WM USA Omni Account M/F 1000 Harbor Boulevard Weehawken, NJ 07806-6761 |
| Managed Futures Strategy Fund | Institutional Class | 81532.891 | 20.6063 | Raymond James/Omnibus for Mutual Funds House Account Attn: Courtney Waller 880 Carillon Parkway Saint Petersburg, FL 33716 |
| Managed Futures Strategy Fund | Institutional Class | 48584.371 | 12.279 | TD Ameritrade Inc. for the Exclusive Benefit of our Clients PO Box 2226 Omaha, NE 68103-2226 |
| Managed Futures Strategy Fund | Institutional Class | 31945.734 | 8.0738 | American Enterprise Investment Services, Inc. 707 2nd Avenue South Minneapolis, MN 55402 |
| Mid-Cap 1.5x Strategy Fund | Class A | 2328.651 | 8.5188 | Schwab Special Custody Account – Reinvest for Benefit of Customers 211 Main Street San Francisco, CA 94105 |
| Mid-Cap 1.5x Strategy Fund | Class A | 1942.069 | 7.1046 | Morgan Stanley Smith Barney LLC For The Exclusive Benefit Of Its Customers 1 New York Plaza, Floor 12 New York, NY 10004-1901 |
F-35
Fund | Share Class | Amount of Shares Owned | Percentage of the Class | Name and Address of Beneficial Owner |
| Mid-Cap 1.5x Strategy Fund | Class A | 2468.651 | 9.031 | Special Custody Account For The Exclusive Benefit Of Customer Wells Fargo Clearing Services LLC 2801 Market Street Saint Louis, MO 63103 |
| Mid-Cap 1.5x Strategy Fund | Class A | 1985.309 | 7.2628 | RBC Capital Markets LLC Mutual Fund Omnibus Processing Omnibus Attn: Mutual Funds Ops Manager 60 South Sixth Street – P08 Minneapolis, MN 55402-4400 |
| Mid-Cap 1.5x Strategy Fund | Class A | 2631.368 | 9.6262 | LPL Financial 4707 Executive Drive San Diego, CA 92121-3091 |
| Mid-Cap 1.5x Strategy Fund | Class A | 1896.004 | 6.9361 | Pershing LLC 1 Pershing Plaza Jersey City, NJ 07399-0002 |
| Mid-Cap 1.5x Strategy Fund | Class A | 3202.745 | 11.7165 | Vanguard Brokerage Services P.O. Box 1170 Valley Forge, PA 19482-1170 |
| Mid-Cap 1.5x Strategy Fund | Class C | 4472.059 | 9.8463 | Pershing LLC P.O. Box 2052 Jersey City, NJ 07303-9998 |
| Mid-Cap 1.5x Strategy Fund | Class C | 36388.581 | 80.1184 | Schwab Special Custody Account – Reinvest for Benefit of Customers 211 Main Street San Francisco, CA 94105 |
| Mid-Cap 1.5x Strategy Fund | Class H | 7621.76 | 7.2553 | Schwab Special Custody Account – Reinvest for Benefit of Customers 211 Main Street San Francisco, CA 94105 |
| Mid-Cap 1.5x Strategy Fund | Class H | 10152.034 | 9.6639 | National Financial Services Corporation For Exclusive Benefit Of Our Customers Attn: Mutual Funds Department, 4th Floor 499 Washington Boulevard Jersey City, NJ 07310 |
| Mid-Cap 1.5x Strategy Fund | Class H | 10506.429 | 10.0013 | Luxor Investments LP Attn: Dr. Atef Eltoukhy GP 84 W. Santa Clara Treet, Suite 490 San Jose, CA 95113 |
| Mid-Cap 1.5x Strategy Fund | Class H | 41945.847 | 39.9293 | TD Ameritrade Inc. For the Exclusive Benefit of Our Clients PO Box 2226 Omaha, NE 68103-2226 |
Monthly Rebalance NASDAQ-100® 2x Strategy Fund | Class A | 1995.448 | 9.5158 | Pershing LLC 1 Pershing Plaza Jersey City, NJ 07399-0002 |
Monthly Rebalance NASDAQ-100® 2x Strategy Fund | Class A | 4989.031 | 23.7915 | National Financial Services LLC 499 Washington Boulevard Jersey City, NJ 07310 |
F-36
Fund | Share Class | Amount of Shares Owned | Percentage of the Class | Name and Address of Beneficial Owner |
Monthly Rebalance NASDAQ-100® 2x Strategy Fund | Class A | 8135.282 | 38.7953 | E*TRADE Savings Bank/FBO #618 PO Box 6503 Englewood, CO 80155-6503 |
Monthly Rebalance NASDAQ-100® 2x Strategy Fund | Class C | 511.318 | 10.8178 | Pershing LLC 1 Pershing Plaza Jersey City, NJ 07399-0002 |
Monthly Rebalance NASDAQ-100® 2x Strategy Fund | Class C | 890.909 | 18.8488 | Vincent P. Quigley (IRA) [Address Intentionally Omitted for Privacy Purposes] |
Monthly Rebalance NASDAQ-100® 2x Strategy Fund | Class C | 2375.01 | 50.2477 | National Financial Services LLC 499 Washington Boulevard Jersey City, NJ 07310 |
Monthly Rebalance NASDAQ-100® 2x Strategy Fund | Class C | 429.111 | 9.0786 | Stockcross Financial Services/Barbara Braham Sanborn Rev. Tr. UAD Barbara Sanborn & Ranza Boggess TTEES [Address Intentionally Omitted for Privacy Purposes] |
Monthly Rebalance NASDAQ-100® 2x Strategy Fund | Class H | 72391.708 | 7.0492 | Schwab Special Custody Account – Reinvest for Benefit of Customers 211 Main Street San Francisco, CA 94105 |
Monthly Rebalance NASDAQ-100® 2x Strategy Fund | Class H | 121289.836 | 11.8107 | E*TRADE Savings Bank/FBO: 75 PO Box 6503 Englewood, CO 80112 |
Monthly Rebalance NASDAQ-100® 2x Strategy Fund | Class H | 647847.188 | 63.0849 | TD Ameritrade Inc. for the Exclusive Benefit of our Clients PO Box 2226 Omaha, NE 68103-2226 |
| Multi-Hedge Strategies Fund | Class A | 9508.618 | 6.0261 | Pershing LLC P.O. Box 2052 Jersey City, NJ 07303-9998 |
| Multi-Hedge Strategies Fund | Class A | 48950.227 | 31.0227 | Morgan Stanley Smith Barney LLC For The Exclusive Benefit Of Its Customers 1 New York Plaza, Floor 12 New York, NY 10004-1901 |
| Multi-Hedge Strategies Fund | Class A | 12988.335 | 8.2315 | Special Custody Account For The Exclusive Benefit Of Customer Wells Fargo Clearing Services LLC 2801 Market Street Saint Louis, MO 63103 |
| Multi-Hedge Strategies Fund | Class A | 14962.358 | 9.4825 | UBS Financial Services Inc. FBO/UBS WM USA Omni Account M/F 1000 Harbor Boulevard Weehawken, NJ 07806-6761 |
F-37
Fund | Share Class | Amount of Shares Owned | Percentage of the Class | Name and Address of Beneficial Owner |
| Multi-Hedge Strategies Fund | Class A | 8995.327 | 5.7008 | LPL Financial 4707 Executive Drive San Diego, CA 92121-3091 |
| Multi-Hedge Strategies Fund | Class A | 18380.805 | 11.649 | National Financial Services LLC 499 Washington Boulevard Jersey City, NJ 07310 |
| Multi-Hedge Strategies Fund | Class C | 13565.338 | 18.156 | Merrill Lynch, Pierce, Fenner & Smith, Inc./For the Sole Benefit of its Customers 4800 Deer Lake Drive E, 3rd Floor Jacksonville, FL 32246 |
| Multi-Hedge Strategies Fund | Class C | 6429.367 | 8.6051 | National Financial Services Corporation For Exclusive Benefit Of Our Customers Attn: Mutual Funds Department, 4th Floor 499 Washington Boulevard Jersey City, NJ 07310 |
| Multi-Hedge Strategies Fund | Class C | 4590.449 | 6.1439 | American Enterprise Investment Services, Inc. 707 2nd Avenue South Minneapolis, MN 55402 |
| Multi-Hedge Strategies Fund | Class C | 5137.237 | 6.8757 | Morgan Stanley Smith Barney LLC For The Exclusive Benefit Of Its Customers 1 New York Plaza, Floor 12 New York, NY 10004-1901 |
| Multi-Hedge Strategies Fund | Class C | 9187.046 | 12.296 | Special Custody Account For The Exclusive Benefit Of Customer Wells Fargo Clearing Services LLC 2801 Market Street Saint Louis, MO 63103 |
| Multi-Hedge Strategies Fund | Class C | 16179.117 | 21.6543 | UBS Financial Services Inc. FBO/UBS WM USA Omni Account M/F 1000 Harbor Boulevard Weehawken, NJ 07806-6761 |
| Multi-Hedge Strategies Fund | Class P | 34024.424 | 11.0489 | UMB Bank NA FBO Fiduciary For Tax Deferred Acct. One Security Place Topeka, KS 66636-0001 |
| Multi-Hedge Strategies Fund | Class P | 103933.312 | 33.7507 | Schwab Special Custody Account – Reinvest for Benefit of Customers 211 Main Street San Francisco, CA 94105 |
| Multi-Hedge Strategies Fund | Class P | 40054.541 | 13.007 | National Financial Services Corporation For Exclusive Benefit Of Our Customers Attn: Mutual Funds Department, 4th Floor 499 Washington Boulevard Jersey City, NJ 07310 |
F-38
Fund | Share Class | Amount of Shares Owned | Percentage of the Class | Name and Address of Beneficial Owner |
| Multi-Hedge Strategies Fund | Class P | 20786.85 | 6.7502 | Morgan Stanley Smith Barney LLC For The Exclusive Benefit Of Its Customers 1 New York Plaza, Floor 12 New York, NY 10004-1901 |
| Multi-Hedge Strategies Fund | Class P | 52552.494 | 17.0656 | Pershing LLC 1 Pershing Plaza Jersey City, NJ 07399-0002 |
| Multi-Hedge Strategies Fund | Class P | 19439.894 | 6.3128 | TD Ameritrade Inc. For the Exclusive Benefit of Our Clients PO Box 2226 Omaha, NE 68103-2226 |
| Multi-Hedge Strategies Fund | Institutional Class | 87800.614 | 8.9311 | Schwab Special Custody Account – Reinvest for Benefit of Customers 211 Main Street San Francisco, CA 94105 |
| Multi-Hedge Strategies Fund | Institutional Class | 222313.621 | 22.6139 | UBS Financial Services Inc. FBO/UBS WM USA Omni Account M/F 1000 Harbor Boulevard Weehawken, NJ 07806-6761 |
| Multi-Hedge Strategies Fund | Institutional Class | 393542.421 | 40.0315 | American Enterprise Investment Services, Inc. 707 2nd Avenue South Minneapolis, MN 55402 |
| Multi-Hedge Strategies Fund | Institutional Class | 151161.751 | 15.3763 | TD Ameritrade Inc. for the Exclusive Benefit of our Clients PO Box 2226 Omaha, NE 68103-2226 |
NASDAQ-100® Fund | Class A | 282245.976 | 18.6705 | NFS LLC FEBO/Mutual Funds Fractional Write Off Account Attn: Frank Adinolfi 200 Liberty Street New York, NY 10281 |
NASDAQ-100® Fund | Class A | 106924.791 | 7.073 | Morgan Stanley Smith Barney LLC For The Exclusive Benefit Of Its Customers 1 New York Plaza, Floor 12 New York, NY 10004-1901 |
NASDAQ-100® Fund | Class A | 221753.409 | 14.6689 | Special Custody Account For The Exclusive Benefit Of Customer Wells Fargo Clearing Services LLC 2801 Market Street Saint Louis, MO 63103 |
NASDAQ-100® Fund | Class A | 296314.617 | 19.6012 | UBS Financial Services Inc. FBO/UBS WM USA Omni Account M/F 1000 Harbor Boulevard Weehawken, NJ 07806-6761 |
NASDAQ-100® Fund | Class A | 160617.582 | 10.6248 | Pershing LLC 1 Pershing Plaza Jersey City, NJ 07399-0002 |
F-39
Fund | Share Class | Amount of Shares Owned | Percentage of the Class | Name and Address of Beneficial Owner |
NASDAQ-100® Fund | Class C | 460142.912 | 17.1395 | NFS LLC FEBO/FMT Co Custodian IRA Rollover FBO Michael S. Wojcik [Address Intentionally Omitted for Privacy Purposes] |
NASDAQ-100® Fund | Class C | 199151.333 | 7.418 | Donaldson Lufkin Jenrette/Securities Corporation Inc. P.O. Box 2052 Jersey City, NJ -7303-9998 |
NASDAQ-100® Fund | Class C | 254513.057 | 9.4801 | Schwab Special Custody Account – Reinvest for Benefit of Customers 211 Main Street San Francisco, CA 94105 |
NASDAQ-100® Fund | Class C | 258060.582 | 9.6122 | Morgan Stanley Smith Barney LLC For The Exclusive Benefit Of Its Customers 1 New York Plaza, Floor 12 New York, NY 10004-1901 |
NASDAQ-100® Fund | Class C | 785493.565 | 29.2582 | Special Custody Account For The Exclusive Benefit Of Customer Wells Fargo Clearing Services LLC 2801 Market Street Saint Louis, MO 63103 |
NASDAQ-100® Fund | Class C | 405962.213 | 15.1213 | UBS Financial Services Inc. FBO/UBS WM USA Omni Account M/F 1000 Harbor Boulevard Weehawken, NJ 07806-6761 |
NASDAQ-100® Fund | Class H | 64843.984 | 5.8934 | Schwab Special Custody Account – Reinvest for Benefit of Customers 211 Main Street San Francisco, CA 94105 |
NASDAQ-100® Fund | Class H | 383381.792 | 34.8444 | National Financial Services Corporation For Exclusive Benefit Of Our Customers Attn: Mutual Funds Department, 4th Floor 499 Washington Boulevard Jersey City, NJ 07310 |
NASDAQ-100® Fund | Class H | 206933.744 | 18.8075 | E*TRADE Savings Bank/FBO: 75 PO Box 6503 Englewood, CO 80112 |
NASDAQ-100® Fund | Class H | 274826.146 | 24.9781 | TD Ameritrade Inc. For the Exclusive Benefit of Our Clients PO Box 2226 Omaha, NE 68103-2226 |
NASDAQ-100® Fund | Investor Class | 7343078.67 | 30.4746 | Schwab Special Custody Account – Reinvest for Benefit of Customers 211 Main Street San Francisco, CA 94105 |
F-40
Fund | Share Class | Amount of Shares Owned | Percentage of the Class | Name and Address of Beneficial Owner |
NASDAQ-100® Fund | Investor Class | 5489076.251 | 22.7803 | National Financial Services Corporation For Exclusive Benefit Of Our Customers Attn: Mutual Funds Department, 4th Floor 499 Washington Boulevard Jersey City, NJ 07310 |
NASDAQ-100® Fund | Investor Class | 2068250.409 | 8.5834 | TD Ameritrade Inc. For the Exclusive Benefit of Our Clients PO Box 2226 Omaha, NE 68103-2226 |
| Nova Fund | Class A | 25787.67 | 5.4775 | Schwab Special Custody Account – Reinvest for Benefit of Customers 211 Main Street San Francisco, CA 94105 |
| Nova Fund | Class A | 24265.291 | 5.1541 | Morgan Stanley Smith Barney LLC For The Exclusive Benefit Of Its Customers 1 New York Plaza, Floor 12 New York, NY 10004-1901 |
| Nova Fund | Class A | 250509.773 | 53.2103 | Trust Company of America For Benefit of: Darlene Herrmann P.O. Box 6503 Englewood, CO 80155 |
| Nova Fund | Class C | 33041.76 | 54.9709 | National Financial Services LLC 499 Washington Boulevard Jersey City, NJ 07310 |
| Nova Fund | Class C | 3103.904 | 5.1639 | Pershing LLC P.O. Box 2052 Jersey City, NJ 07303-9998 |
| Nova Fund | Class C | 16009.043 | 26.6339 | Schwab Special Custody Account – Reinvest for Benefit of Customers 211 Main Street San Francisco, CA 94105 |
| Nova Fund | Class H | 163579.064 | 29.7324 | E*TRADE Savings Bank/FBO 60 PO Box 6503 Englewood, CO 80155 |
| Nova Fund | Class H | 357318.851 | 64.9468 | TD Ameritrade Inc. for the Exclusive Benefit of our Clients PO Box 2226 Omaha, NE 68103-2226 |
| Nova Fund | Investor Class | 357065.048 | 13.1015 | Schwab Special Custody Account – Reinvest for Benefit of Customers 211 Main Street San Francisco, CA 94105 |
| Nova Fund | Investor Class | 375041.733 | 13.7611 | Trust Co Of America FBO 120 PO Box 6503 Englewood, CO 80155 |
F-41
Fund | Share Class | Amount of Shares Owned | Percentage of the Class | Name and Address of Beneficial Owner |
| Nova Fund | Investor Class | 624048.083 | 22.8977 | National Financial Services Corporation For Exclusive Benefit Of Our Customers Attn: Mutual Funds Department, 4th Floor 499 Washington Boulevard Jersey City, NJ 07310 |
| Nova Fund | Investor Class | 988818.012 | 36.282 | TD Ameritrade Inc. For the Exclusive Benefit of Our Clients PO Box 2226 Omaha, NE 68103-2226 |
| Precious Metals Fund | Class A | 85297.282 | 15.509 | Morgan Stanley Smith Barney LLC For The Exclusive Benefit Of Its Customers 1 New York Plaza, Floor 12 New York, NY 10004-1901 |
| Precious Metals Fund | Class A | 306297.336 | 55.6919 | LPL Financial 4707 Executive Drive San Diego, CA 92121-3091 |
| Precious Metals Fund | Class A | 54973.488 | 9.9954 | National Financial Services LLC 499 Washington Boulevard Jersey City, NJ 07310 |
| Precious Metals Fund | Class H | 31664.815 | 14.1715 | Nationwide Trust Company FSB/C/O IPO Portfolio Accounting P.O. Box 182029 Columbus, OH 43218-2029 |
| Precious Metals Fund | Class H | 19528.22 | 8.7398 | Trust Co Of America FBO 120 PO Box 6503 Englewood, CO 80155 |
| Precious Metals Fund | Class H | 127689.383 | 57.1473 | National Financial Services Corporation For Exclusive Benefit Of Our Customers Attn: Mutual Funds Department, 4th Floor 499 Washington Boulevard Jersey City, NJ 07310 |
| Precious Metals Fund | Class H | 17036.53 | 7.6246 | TD Ameritrade Inc. For the Exclusive Benefit of Our Clients PO Box 2226 Omaha, NE 68103-2226 |
| Precious Metals Fund | Class C | 8841.651 | 9.1277 | National Financial Services LLC 499 Washington Boulevard Jersey City, NJ 07310 |
| Precious Metals Fund | Class C | 27119.577 | 27.997 | Pershing LLC P.O. Box 2052 Jersey City, NJ 07303-9998 |
| Precious Metals Fund | Class C | 12726.808 | 13.1386 | Schwab Special Custody Account – Reinvest for Benefit of Customers 211 Main Street San Francisco, CA 94105 |
F-42
Fund | Share Class | Amount of Shares Owned | Percentage of the Class | Name and Address of Beneficial Owner |
| Precious Metals Fund | Class C | 6825.302 | 7.0461 | Morgan Stanley Smith Barney LLC For The Exclusive Benefit of Its Customers 1 New York Plaza, Floor 12 New York, NY 10004-1901 |
| Precious Metals Fund | Investor Class | 305021.683 | 19.5091 | Schwab Special Custody Account – Reinvest for Benefit of Customers 211 Main Street San Francisco, CA 94105 |
| Precious Metals Fund | Investor Class | 89310.32 | 5.7122 | Trust Co Of America FBO 120 PO Box 6503 Englewood, CO 80155 |
| Precious Metals Fund | Investor Class | 323224.361 | 20.6733 | National Financial Services Corporation For Exclusive Benefit Of Our Customers Attn: Mutual Funds Department, 4th Floor 499 Washington Boulevard Jersey City, NJ 07310 |
| Precious Metals Fund | Investor Class | 103354.957 | 6.6105 | TD Ameritrade Inc. For the Exclusive Benefit of Our Clients PO Box 2226 Omaha, NE 68103-2226 |
| Real Estate Fund | Class A | 989.317 | 5.2658 | Schwab Special Custody Account – Reinvest for Benefit of Customers 211 Main Street San Francisco, CA 94105 |
| Real Estate Fund | Class A | 1647.734 | 8.7704 | LPL Financial 4707 Executive Drive San Diego, CA 92121-3091 |
| Real Estate Fund | Class A | 5741.225 | 30.559 | Pershing LLC 1 Pershing Plaza Jersey City, NJ 07399-0002 |
| Real Estate Fund | Class A | 3001.093 | 15.974 | National Financial Services LLC 499 Washington Boulevard Jersey City, NJ 07310 |
| Real Estate Fund | Class C | 9206.504 | 46.6395 | Donaldson Lufkin Jenrette/Securities Corporation Inc. P.O. Box 2052 Jersey City, NJ -7303-9998 |
| Real Estate Fund | Class C | 2828.243 | 14.3276 | Special Custody Account For The Exclusive Benefit Of Customer Wells Fargo Clearing Services LLC 2801 Market Street Saint Louis, MO 63103 |
| Real Estate Fund | Class C | 2066.546 | 10.4689 | National Financial Services LLC 499 Washington Boulevard Jersey City, NJ 07310 |
F-43
Fund | Share Class | Amount of Shares Owned | Percentage of the Class | Name and Address of Beneficial Owner |
| Real Estate Fund | Class H | 55514.626 | 14.368 | National Financial Services Corporation For Exclusive Benefit Of Our Customers Attn: Mutual Funds Department, 4th Floor 499 Washington Boulevard Jersey City, NJ 07310 |
| Real Estate Fund | Class H | 29359.078 | 7.5985 | Pershing LLC 1 Pershing Plaza Jersey City, NJ 07399-0002 |
| Real Estate Fund | Class H | 222986.326 | 57.7122 | TD Ameritrade Inc. For the Exclusive Benefit of Our Clients PO Box 2226 Omaha, NE 68103-2226 |
| Retailing Fund | Class A | 2532.846 | 7.5379 | Schwab Special Custody Account – Reinvest for Benefit of Customers 211 Main Street San Francisco, CA 94105 |
| Retailing Fund | Class A | 2376.686 | 7.0731 | Special Custody Account For The Exclusive Benefit Of Customer Wells Fargo Clearing Services LLC 2801 Market Street Saint Louis, MO 63103 |
| Retailing Fund | Class A | 11253.3 | 33.4905 | LPL Financial 4707 Executive Drive San Diego, CA 92121-3091 |
| Retailing Fund | Class A | 7738.905 | 23.0315 | Pershing LLC 1 Pershing Plaza Jersey City, NJ 07399-0002 |
| Retailing Fund | Class A | 2157.502 | 6.4208 | American Enterprise Investment Services, Inc. 707 2nd Avenue South Minneapolis, MN 55402 |
| Retailing Fund | Class C | 3631.736 | 26.4283 | Pershing LLC P.O. Box 2052 Jersey City, NJ 07303-9998 |
| Retailing Fund | Class C | 2715.254 | 19.759 | Special Custody Account For The Exclusive Benefit Of Customer Wells Fargo Clearing Services LLC 2801 Market Street Saint Louis, MO 63103 |
| Retailing Fund | Class C | 2473.943 | 18.003 | LPL Financial 4707 Executive Drive San Diego, CA 92121-3091 |
| Retailing Fund | Class C | 1701.242 | 12.38 | Steven A. Rubin (RIRA) [Address Intentionally Omitted for Privacy Purposes] |
| Retailing Fund | Class C | 1046.078 | 7.6123 | TD Ameritrade FBO/Richard D. Atkins Rollover IRA [Address Intentionally Omitted for Privacy Purposes] |
F-44
Fund | Share Class | Amount of Shares Owned | Percentage of the Class | Name and Address of Beneficial Owner |
| Retailing Fund | Class H | 1647.503 | 6.0476 | Nationwide Trust Company FSB/C/O IPO Portfolio Accounting P.O. Box 182029 Columbus, OH 43218-2029 |
| Retailing Fund | Class H | 2440.595 | 8.9588 | National Financial Services Corporation For Exclusive Benefit Of Our Customers Attn: Mutual Funds Department, 4th Floor 499 Washington Boulevard Jersey City, NJ 07310 |
| Retailing Fund | Class H | 20414.877 | 74.9383 | TD Ameritrade Inc. For the Exclusive Benefit of Our Clients PO Box 2226 Omaha, NE 68103-2226 |
| Retailing Fund | Investor Class | 34064.011 | 14.047 | Pershing LLC P.O. Box 2052 Jersey City, NJ 07303-9998 |
| Retailing Fund | Investor Class | 49625.49 | 20.4641 | Schwab Special Custody Account – Reinvest for Benefit of Customers 211 Main Street San Francisco, CA 94105 |
| Retailing Fund | Investor Class | 85111.749 | 35.0976 | National Financial Services Corporation For Exclusive Benefit Of Our Customers Attn: Mutual Funds Department, 4th Floor 499 Washington Boulevard Jersey City, NJ 07310 |
| Retailing Fund | Investor Class | 37806.357 | 15.5902 | TD Ameritrade Inc. For the Exclusive Benefit of Our Clients PO Box 2226 Omaha, NE 68103-2226 |
Russell 2000® Fund | Class A | 41813.747 | 10.16 | Trust Co. of America/FBO 120 PO Box 6503 Englewood, CO 80155 |
Russell 2000® Fund | Class C | 4623.066 | 6.3746 | Donaldson Lufkin Jenrette/Securities Corporation Inc. P.O. Box 2052 Jersey City, NJ -7303-9998 |
Russell 2000® Fund | Class C | 40296.18 | 55.5638 | Special Custody Account For The Exclusive Benefit Of Customer Wells Fargo Clearing Services LLC 2801 Market Street Saint Louis, MO 63103 |
Russell 2000® Fund | Class H | 39348.455 | 12.792 | Schwab Special Custody Account – Reinvest for Benefit of Customers 211 Main Street San Francisco, CA 94105 |
Russell 2000® Fund | Class H | 99967.785 | 32.4992 | National Financial Services Corporation For Exclusive Benefit Of Our Customers Attn: Mutual Funds Department, 4th Floor 499 Washington Boulevard Jersey City, NJ 07310 |
F-45
Fund | Share Class | Amount of Shares Owned | Percentage of the Class | Name and Address of Beneficial Owner |
Russell 2000® Fund | Class H | 27241.447 | 8.8561 | Pershing LLC 1 Pershing Plaza Jersey City, NJ 07399-0002 |
Russell 2000® Fund | Class H | 90590.425 | 29.4507 | TD Ameritrade Inc. For the Exclusive Benefit of Our Clients PO Box 2226 Omaha, NE 68103-2226 |
Russell 2000® 1.5x Strategy Fund | Class A | 2791.846 | 9.1839 | National Financial Services LLC 499 Washington Boulevard Jersey City, NJ 07310 |
Russell 2000® 1.5x Strategy Fund | Class A | 5899.904 | 19.4081 | Schwab Special Custody Account – Reinvest for Benefit of Customers 211 Main Street San Francisco, CA 94105 |
Russell 2000® 1.5x Strategy Fund | Class A | 2075.9 | 6.8288 | Morgan Stanley Smith Barney LLC For The Exclusive Benefit of Its Customers 1 New York Plaza, Floor 12 New York, NY 10004-1901 |
Russell 2000® 1.5x Strategy Fund | Class A | 2879.676 | 9.4729 | Special Custody Account For The Exclusive Benefit Of Customer Wells Fargo Clearing Services LLC 2801 Market Street Saint Louis, MO 63103 |
Russell 2000® 1.5x Strategy Fund | Class A | 7799.537 | 25.6571 | RBC Capital Markets LLC Mutual Fund Omnibus Processing Omnibus Attn: Mutual Funds Ops Manager 60 South Sixth Street – P08 Minneapolis, MN 55402-4400 |
Russell 2000® 1.5x Strategy Fund | Class A | 6115.88 | 20.1186 | Pershing LLC 1 Pershing Plaza Jersey City, NJ 07399-0002 |
Russell 2000® 1.5x Strategy Fund | Class C | 119.56 | 11.2985 | National Financial Services LLC 499 Washington Boulevard Jersey City, NJ 07310 |
Russell 2000® 1.5x Strategy Fund | Class C | 149.452 | 14.1233 | Pershing LLC P.O. Box 2052 Jersey City, NJ 07303-9998 |
Russell 2000® 1.5x Strategy Fund | Class C | 317.079 | 29.9642 | Edward A. Cheesman (SEP) [Address Intentionally Omitted for Privacy Purposes] |
Russell 2000® 1.5x Strategy Fund | Class C | 240.452 | 22.7229 | Schwab Special Custody Account – Reinvest for Benefit of Customers 211 Main Street San Francisco, CA 94105 |
Russell 2000® 1.5x Strategy Fund | Class C | 136.373 | 12.8873 | Special Custody Account For The Exclusive Benefit Of Customer Wells Fargo Clearing Services LLC 2801 Market Street Saint Louis, MO 63103 |
F-46
Fund | Share Class | Amount of Shares Owned | Percentage of the Class | Name and Address of Beneficial Owner |
Russell 2000® 1.5x Strategy Fund | Class C | 56.808 | 5.3684 | TD Ameritrade FBO/Angela Eve Vicari IRA TD Ameritrade Clearing Custodian [Address Intentionally Omitted for Privacy Purposes] |
Russell 2000® 1.5x Strategy Fund | Class H | 17084.888 | 18.0692 | Leon B. Bastajian or Deanna A. Bastajian [Address Intentionally Omitted for Privacy Purposes] |
Russell 2000® 1.5x Strategy Fund | Class H | 13097.547 | 13.8521 | Schwab Special Custody Account – Reinvest for Benefit of Customers 211 Main Street San Francisco, CA 94105 |
Russell 2000® 1.5x Strategy Fund | Class H | 11122.601 | 11.7634 | National Financial Services Corporation For Exclusive Benefit Of Our Customers Attn: Mutual Funds Department, 4th Floor 499 Washington Boulevard Jersey City, NJ 07310 |
Russell 2000® 1.5x Strategy Fund | Class H | 26546.035 | 28.0754 | TD Ameritrade Inc. For the Exclusive Benefit of Our Clients PO Box 2226 Omaha, NE 68103-2226 |
S&P 500® Fund | Class A | 111772.811 | 14.7107 | Pershing LLC 1 Pershing Plaza Jersey City, NJ 07399-0002 |
S&P 500® Fund | Class A | 46578.307 | 6.1303 | National Financial Services LLC 499 Washington Boulevard Jersey City, NJ 07310 |
S&P 500® Fund | Class A | 408951.659 | 53.8232 | Trust Company of America/FBO #75 PO Box 6503 Englewood, CO 80155-6503 |
S&P 500® Fund | Class C | 51975.401 | 20.4267 | Pershing LLC P.O. Box 2052 Jersey City, NJ 07303-9998 |
S&P 500® Fund | Class C | 51752.415 | 20.339 | Special Custody Account For The Exclusive Benefit Of Customer Wells Fargo Clearing Services LLC 2801 Market Street Saint Louis, MO 63103 |
S&P 500® Fund | Class C | 45962.482 | 18.0635 | UBS Financial Services Inc. FBO/UBS WM USA Omni Account M/F 1000 Harbor Boulevard Weehawken, NJ 07806-6761 |
S&P 500® Fund | Class C | 32739.546 | 12.8668 | LPL Financial 4707 Executive Drive San Diego, CA 92121-3091 |
S&P 500® Fund | Class C | 17925.132 | 7.0447 | National Financial Services LLC 499 Washington Boulevard Jersey City, NJ 07310 |
F-47
Fund | Share Class | Amount of Shares Owned | Percentage of the Class | Name and Address of Beneficial Owner |
S&P 500® Fund | Class H | 284268.44 | 12.6743 | Schwab Special Custody Account – Reinvest for Benefit of Customers 211 Main Street San Francisco, CA 94105 |
S&P 500® Fund | Class H | 175722.977 | 7.8347 | Trust Co of America FBO 120 PO Box 6503 Englewood, CO 80155 |
S&P 500® Fund | Class H | 446005.558 | 19.8854 | National Financial Services Corporation For Exclusive Benefit Of Our Customers Attn: Mutual Funds Department, 4th Floor 499 Washington Boulevard Jersey City, NJ 07310 |
S&P 500® Fund | Class H | 133959.745 | 5.9726 | Peter S. Proll (RIRA) [Address Intentionally Omitted for Privacy Purposes] |
S&P 500® Fund | Class H | 205122.194 | 9.1455 | LPL Financial 4707 Executive Drive San Diego, CA 92121-3091 |
S&P 500® Fund | Class H | 685827.801 | 30.5781 | TD Ameritrade Inc. For the Exclusive Benefit of Our Clients PO Box 2226 Omaha, NE 68103-2226 |
S&P 500® Pure Growth Fund | Class A | 16703.891 | 9.0618 | Special Custody Account For The Exclusive Benefit Of Customer Wells Fargo Clearing Services LLC 2801 Market Street Saint Louis, MO 63103 |
S&P 500® Pure Growth Fund | Class A | 20635.368 | 11.1946 | LPL Financial 4707 Executive Drive San Diego, CA 92121-3091 |
S&P 500® Pure Growth Fund | Class A | 67826.566 | 36.7958 | Pershing LLC 1 Pershing Plaza Jersey City, NJ 07399-0002 |
S&P 500® Pure Growth Fund | Class A | 14750.804 | 8.0022 | National Financial Services LLC 499 Washington Boulevard Jersey City, NJ 07310 |
S&P 500® Pure Growth Fund | Class C | 29997.439 | 17.4965 | Pershing LLC P.O. Box 2052 Jersey City, NJ 07303-9998 |
S&P 500® Pure Growth Fund | Class C | 19942.97 | 11.632 | Schwab Special Custody Account – Reinvest for Benefit of Customers 211 Main Street San Francisco, CA 94105 |
S&P 500® Pure Growth Fund | Class C | 65077.382 | 37.9574 | Special Custody Account For The Exclusive Benefit Of Customer Wells Fargo Clearing Services LLC 2801 Market Street Saint Louis, MO 63103 |
F-48
Fund | Share Class | Amount of Shares Owned | Percentage of the Class | Name and Address of Beneficial Owner |
S&P 500® Pure Growth Fund | Class C | 13727.474 | 8.0067 | RBC Capital Markets LLC Mutual Fund Omnibus Processing Omnibus Attn: Mutual Funds Ops Manager 60 South Sixth Street – P08 Minneapolis, MN 55402-4400 |
S&P 500® Pure Growth Fund | Class C | 8641.885 | 5.0405 | National Financial Services LLC 499 Washington Boulevard Jersey City, NJ 07310 |
S&P 500® Pure Growth Fund | Class H | 56083.398 | 6.25 | Pershing LLC P.O. Box 2052 Jersey City, NJ 07303-9998 |
S&P 500® Pure Growth Fund | Class H | 86439.584 | 9.633 | Schwab Special Custody Account – Reinvest for Benefit of Customers 211 Main Street San Francisco, CA 94105 |
S&P 500® Pure Growth Fund | Class H | 122973.98 | 13.7044 | National Financial Services Corporation For Exclusive Benefit Of Our Customers Attn: Mutual Funds Department, 4th Floor 499 Washington Boulevard Jersey City, NJ 07310 |
S&P 500® Pure Growth Fund | Class H | 419486.79 | 46.7485 | E*TRADE Savings Bank FBO #65 PO Box 6503 Englewood, CO 80155-6503 |
S&P 500® Pure Growth Fund | Class H | 75387.476 | 8.4013 | TD Ameritrade Inc. For the Exclusive Benefit of Our Clients PO Box 2226 Omaha, NE 68103-2226 |
S&P 500® Pure Value Fund | Class A | 4424.417 | 10.9778 | Special Custody Account For The Exclusive Benefit Of Customer Wells Fargo Clearing Services LLC 2801 Market Street Saint Louis, MO 63103 |
S&P 500® Pure Value Fund | Class A | 5347.583 | 13.2683 | LPL Financial 4707 Executive Drive San Diego, CA 92121-3091 |
S&P 500® Pure Value Fund | Class A | 4659.109 | 11.5601 | Pershing LLC 1 Pershing Plaza Jersey City, NJ 07399-0002 |
S&P 500® Pure Value Fund | Class A | 2335.311 | 5.7943 | Edward D. Jones & Co./For the Benefit of Customers 12555 Manchester Road Saint Louis, MO 63131-3729 |
S&P 500® Pure Value Fund | Class A | 10007.395 | 24.8302 | National Financial Services LLC 499 Washington Boulevard Jersey City, NJ 07310 |
S&P 500® Pure Value Fund | Class A | 6448.462 | 15.9998 | Trust Company of America/FBO #443 PO Box 6503 Englewood, CO 80155-6503 |
F-49
Fund | Share Class | Amount of Shares Owned | Percentage of the Class | Name and Address of Beneficial Owner |
S&P 500® Pure Value Fund | Class C | 7356.73 | 21.5215 | NFS LLC FEBO/NFS/FMTC Rollover IRA FBO Paul O. Dodge, Jr. [Address Intentionally Omitted for Privacy Purposes] |
S&P 500® Pure Value Fund | Class C | 5575.51 | 16.3107 | Schwab Special Custody Account – Reinvest for Benefit of Customers 211 Main Street San Francisco, CA 94105 |
S&P 500® Pure Value Fund | Class C | 4796.301 | 14.0312 | Special Custody Account For The Exclusive Benefit Of Customer Wells Fargo Clearing Services LLC 2801 Market Street Saint Louis, MO 63103 |
S&P 500® Pure Value Fund | Class C | 6465.459 | 18.9142 | LPL Financial 4707 Executive Drive San Diego, CA 92121-3091 |
S&P 500® Pure Value Fund | Class C | 2978.174 | 8.7124 | Pershing LLC 1 Pershing Plaza Jersey City, NJ 07399-0002 |
S&P 500® Pure Value Fund | Class H | 335835.627 | 75.5892 | Trust Co of America FBO 120 PO Box 6503 Englewood, CO 80155 |
S&P 500® Pure Value Fund | Class H | 22696.098 | 5.1083 | TD Ameritrade Inc. For the Exclusive Benefit of Our Clients PO Box 2226 Omaha, NE 68103-2226 |
S&P MidCap 400® Pure Growth Fund | Class A | 16770.584 | 7.933 | Morgan Stanley Smith Barney LLC For The Exclusive Benefit of Its Customers 1 New York Plaza, Floor 12 New York, NY 10004-1901 |
S&P MidCap 400® Pure Growth Fund | Class A | 22989.723 | 10.8749 | Special Custody Account For The Exclusive Benefit Of Customer Wells Fargo Clearing Services LLC 2801 Market Street Saint Louis, MO 63103 |
S&P MidCap 400® Pure Growth Fund | Class A | 49238.985 | 23.2917 | UBS Financial Services Inc. FBO/UBS WM USA Omni Account M/F 1000 Harbor Boulevard Weehawken, NJ 07806-6761 |
S&P MidCap 400® Pure Growth Fund | Class A | 25299.476 | 11.9675 | LPL Financial 4707 Executive Drive San Diego, CA 92121-3091 |
S&P MidCap 400® Pure Growth Fund | Class A | 38096.271 | 18.0208 | Pershing LLC 1 Pershing Plaza Jersey City, NJ 07399-0002 |
S&P MidCap 400® Pure Growth Fund | Class A | 20578.819 | 9.7344 | National Financial Services LLC 499 Washington Boulevard Jersey City, NJ 07310 |
F-50
Fund | Share Class | Amount of Shares Owned | Percentage of the Class | Name and Address of Beneficial Owner |
S&P MidCap 400® Pure Growth Fund | Class C | 91624.532 | 48.5047 | Pershing LLC P.O. Box 2052 Jersey City, NJ 07303-9998 |
S&P MidCap 400® Pure Growth Fund | Class C | 11217.539 | 5.9384 | National Financial Services Corporation For Exclusive Benefit Of Our Customers Attn: Mutual Funds Department, 4th Floor 499 Washington Boulevard Jersey City, NJ 07310 |
S&P MidCap 400® Pure Growth Fund | Class C | 28991.439 | 15.3476 | Special Custody Account For The Exclusive Benefit Of Customer Wells Fargo Clearing Services LLC 2801 Market Street Saint Louis, MO 63103 |
S&P MidCap 400® Pure Growth Fund | Class C | 12948.422 | 6.8547 | UBS Financial Services Inc. FBO/UBS WM USA Omni Account M/F 1000 Harbor Boulevard Weehawken, NJ 07806-6761 |
S&P MidCap 400® Pure Growth Fund | Class H | 200751.781 | 25.8914 | Schwab Special Custody Account – Reinvest for Benefit of Customers 211 Main Street San Francisco, CA 94105 |
S&P MidCap 400® Pure Growth Fund | Class H | 333011.635 | 42.9492 | National Financial Services Corporation For Exclusive Benefit Of Our Customers Attn: Mutual Funds Department, 4th Floor 499 Washington Boulevard Jersey City, NJ 07310 |
S&P MidCap 400® Pure Growth Fund | Class H | 61955.066 | 7.9904 | TD Ameritrade Inc. For the Exclusive Benefit of Our Clients PO Box 2226 Omaha, NE 68103-2226 |
S&P MidCap 400® Pure Value Fund | Class A | 4396.92 | 21.7419 | Morgan Stanley Smith Barney LLC For The Exclusive Benefit of Its Customers 1 New York Plaza, Floor 12 New York, NY 10004-1901 |
S&P MidCap 400® Pure Value Fund | Class A | 4469.968 | 22.1031 | Pershing LLC 1 Pershing Plaza Jersey City, NJ 07399-0002 |
S&P MidCap 400® Pure Value Fund | Class A | 2529.593 | 12.5083 | NFS LLC FEBO/Richard P. Kane TTEE Elizabeth J. Kane 2001 Rev. Trust [Address Intentionally Omitted for Privacy Purposes] |
S&P MidCap 400® Pure Value Fund | Class A | 1644.697 | 8.1327 | TD Ameritrade FBO/Joseph E. Sabella & Pamela S. Sabella JT TEN [Address Intentionally Omitted for Privacy Purposes] |
S&P MidCap 400® Pure Value Fund | Class C | 15228.24 | 15228.24 | Pershing LLC P.O. Box 2052 Jersey City, NJ 07303-9998 |
F-51
Fund | Share Class | Amount of Shares Owned | Percentage of the Class | Name and Address of Beneficial Owner |
S&P MidCap 400® Pure Value Fund | Class C | 2047.334 | 8.6627 | Special Custody Account For The Exclusive Benefit Of Customer Wells Fargo Clearing Services LLC 2801 Market Street Saint Louis, MO 63103 |
S&P MidCap 400® Pure Value Fund | Class H | 34613.658 | 20.075 | Schwab Special Custody Account – Reinvest for Benefit of Customers 211 Main Street San Francisco, CA 94105 |
S&P MidCap 400® Pure Value Fund | Class H | 74056.091 | 42.9507 | National Financial Services Corporation For Exclusive Benefit Of Our Customers Attn: Mutual Funds Department, 4th Floor 499 Washington Boulevard Jersey City, NJ 07310 |
S&P MidCap 400® Pure Value Fund | Class H | 29181.254 | 16.9244 | TD Ameritrade Inc. For the Exclusive Benefit of Our Clients PO Box 2226 Omaha, NE 68103-2226 |
S&P SmallCap 600® Pure Growth Fund | Class A | 2423.687 | 6.3328 | Schwab Special Custody Account – Reinvest for Benefit of Customers 211 Main Street San Francisco, CA 94105 |
S&P SmallCap 600® Pure Growth Fund | Class A | 5318.595 | 13.897 | Special Custody Account For The Exclusive Benefit Of Customer Wells Fargo Clearing Services LLC 2801 Market Street Saint Louis, MO 63103 |
S&P SmallCap 600® Pure Growth Fund | Class A | 3956.345 | 10.3375 | UBS Financial Services Inc. FBO/UBS WM USA Omni Account M/F 1000 Harbor Boulevard Weehawken, NJ 07806-6761 |
S&P SmallCap 600® Pure Growth Fund | Class A | 4002.584 | 10.4583 | RBC Capital Markets LLC Mutual Fund Omnibus Processing Omnibus Attn: Mutual Funds Ops Manager 60 South Sixth Street – P08 Minneapolis, MN 55402-4400 |
S&P SmallCap 600® Pure Growth Fund | Class A | 5338.576 | 13.9492 | Pershing LLC 1 Pershing Plaza Jersey City, NJ 07399-0002 |
S&P SmallCap 600® Pure Growth Fund | Class A | 3217.125 | 8.406 | NFS LLC FEBO/Richard P. Kane TTEE Elizabeth J. Kane 2001 Rev. Trust [Address Intentionally Omitted for Privacy Purposes] |
S&P SmallCap 600® Pure Growth Fund | Class A | 6621.347 | 17.3009 | Trust Company of America/FBO #161 PO Box 6503 Englewood, CO 80155-6503 |
S&P SmallCap 600® Pure Growth Fund | Class C | 4768.698 | 26.5405 | Pershing LLC P.O. Box 2052 Jersey City, NJ 07303-9998 |
F-52
Fund | Share Class | Amount of Shares Owned | Percentage of the Class | Name and Address of Beneficial Owner |
S&P SmallCap 600® Pure Growth Fund | Class C | 2203.943 | 12.2662 | Schwab Special Custody Account – Reinvest for Benefit of Customers 211 Main Street San Francisco, CA 94105 |
S&P SmallCap 600® Pure Growth Fund | Class C | 3645.452 | 20.289 | Special Custody Account For The Exclusive Benefit Of Customer Wells Fargo Clearing Services LLC 2801 Market Street Saint Louis, MO 63103 |
S&P SmallCap 600® Pure Growth Fund | Class C | 974.378 | 5.4229 | Oppenheimer & Co. Inc. FBO/Patricia M. Hall [Address Intentionally Omitted for Privacy Purposes] |
S&P SmallCap 600® Pure Growth Fund | Class H | 13478.511 | 5.4753 | Schwab Special Custody Account – Reinvest for Benefit of Customers 211 Main Street San Francisco, CA 94105 |
S&P SmallCap 600® Pure Growth Fund | Class H | 53396.219 | 21.6909 | National Financial Services Corporation For Exclusive Benefit Of Our Customers Attn: Mutual Funds Department, 4th Floor 499 Washington Boulevard Jersey City, NJ 07310 |
S&P SmallCap 600® Pure Growth Fund | Class H | 120775.07 | 49.0619 | Trust Company of America Custodian FBO 25 PO Box 6503 Englewood, CO 80155-6053 |
S&P SmallCap 600® Pure Growth Fund | Class H | 18456.132 | 7.4973 | Pershing LLC 1 Pershing Plaza Jersey City, NJ 07399-0002 |
S&P SmallCap 600® Pure Growth Fund | Class H | 15317.376 | 6.2223 | TD Ameritrade Inc. For the Exclusive Benefit of Our Clients PO Box 2226 Omaha, NE 68103-2226 |
S&P SmallCap 600® Pure Value Fund | Class A | 5082.421 | 11.3114 | Special Custody Account For The Exclusive Benefit Of Customer Wells Fargo Clearing Services LLC 2801 Market Street Saint Louis, MO 63103 |
S&P SmallCap 600® Pure Value Fund | Class A | 11156.395 | 24.8297 | UBS Financial Services Inc. FBO/UBS WM USA Omni Account M/F 1000 Harbor Boulevard Weehawken, NJ 07806-6761 |
S&P SmallCap 600® Pure Value Fund | Class A | 3299.475 | 7.3433 | LPL Financial 4707 Executive Drive San Diego, CA 92121-3091 |
S&P SmallCap 600® Pure Value Fund | Class A | 11072.936 | 24.6439 | Pershing LLC 1 Pershing Plaza Jersey City, NJ 07399-0002 |
S&P SmallCap 600® Pure Value Fund | Class A | 6328.972 | 14.0857 | Trust Company of America/FBO #648 PO Box 6503 Englewood, CO 80155-6503 |
F-53
Fund | Share Class | Amount of Shares Owned | Percentage of the Class | Name and Address of Beneficial Owner |
S&P SmallCap 600® Pure Value Fund | Class C | 1762.203 | 7.1243 | Morgan Stanley Smith Barney LLC For The Exclusive Benefit of Its Customers 1 New York Plaza, Floor 12 New York, NY 10004-1901 |
S&P SmallCap 600® Pure Value Fund | Class C | 1790.893 | 7.2403 | Special Custody Account For The Exclusive Benefit Of Customer Wells Fargo Clearing Services LLC 2801 Market Street Saint Louis, MO 63103 |
S&P SmallCap 600® Pure Value Fund | Class C | 13150.009 | 53.1638 | Pershing LLC 1 Pershing Plaza Jersey City, NJ 07399-0002 |
S&P SmallCap 600® Pure Value Fund | Class H | 39230.357 | 21.2556 | Pershing LLC P.O. Box 2052 Jersey City, NJ 07303-9998 |
S&P SmallCap 600® Pure Value Fund | Class H | 23535.033 | 12.7516 | Schwab Special Custody Account – Reinvest for Benefit of Customers 211 Main Street San Francisco, CA 94105 |
S&P SmallCap 600® Pure Value Fund | Class H | 16550.566 | 8.9673 | National Financial Services Corporation For Exclusive Benefit Of Our Customers Attn: Mutual Funds Department, 4th Floor 499 Washington Boulevard Jersey City, NJ 07310 |
S&P SmallCap 600® Pure Value Fund | Class H | 40161.708 | 21.7602 | TD Ameritrade Inc. For the Exclusive Benefit of Our Clients PO Box 2226 Omaha, NE 68103-2226 |
S&P SmallCap 600® Pure Value Fund | Class H | 26601.953 | 14.4133 | Mid Atlantic Trust Company FBO/Pere Marquette Emergency Physi 401(k) Profit Sharing Plan & Trust 1251 Waterfront Place, Suite 525 Pittsburgh, PA 15222 |
| Strengthening Dollar 2x Strategy Fund | Class A | 14652.794 | 47.3045 | Schwab Special Custody Account – Reinvest for Benefit of Customers 211 Main Street San Francisco, CA 94105 |
| Strengthening Dollar 2x Strategy Fund | Class A | 8043.632 | 25.9677 | Special Custody Account For The Exclusive Benefit Of Customer Wells Fargo Clearing Services LLC 2801 Market Street Saint Louis, MO 63103 |
| Strengthening Dollar 2x Strategy Fund | Class A | 3520.373 | 11.365 | National Financial Services LLC 499 Washington Boulevard Jersey City, NJ 07310 |
| Strengthening Dollar 2x Strategy Fund | Class C | 614.563 | 29.5863 | Pershing LLC P.O. Box 2052 Jersey City, NJ 07303-9998 |
F-54
Fund | Share Class | Amount of Shares Owned | Percentage of the Class | Name and Address of Beneficial Owner |
| Strengthening Dollar 2x Strategy Fund | Class C | 183.294 | 8.8241 | Schwab Special Custody Account – Reinvest for Benefit of Customers 211 Main Street San Francisco, CA 94105 |
| Strengthening Dollar 2x Strategy Fund | Class C | 391.452 | 18.8453 | LPL Financial 4707 Executive Drive San Diego, CA 92121-3091 |
| Strengthening Dollar 2x Strategy Fund | Class C | 446.964 | 21.5177 | NFS LLC FEBO/NFS FMTC SEP IRA FBO Paul V. Esposito [Address Intentionally Omitted for Privacy Purposes] |
| Strengthening Dollar 2x Strategy Fund | Class C | 139.799 | 6.7302 | TD Ameritrade FBO/Arthur Pham [Address Intentionally Omitted for Privacy Purposes] |
| Strengthening Dollar 2x Strategy Fund | Class C | 183.467 | 8.8324 | Director of Finance State of Hawaii/Unclaimed Property Branch PO Box 150 Honolulu, HI 96810-0150 |
| Strengthening Dollar 2x Strategy Fund | Class H | 18231.731 | 16.7829 | Schwab Special Custody Account – Reinvest for Benefit of Customers 211 Main Street San Francisco, CA 94105 |
| Strengthening Dollar 2x Strategy Fund | Class H | 63373.14 | 58.3372 | Trust Company of America FBO 120 PO Box 6503 Englewood, CO 80155 |
| Strengthening Dollar 2x Strategy Fund | Class H | 6452.224 | 5.9395 | TD Ameritrade Inc. For the Exclusive Benefit of Our Clients PO Box 2226 Omaha, NE 68103-2226 |
| Technology Fund | Class A | 4695.131 | 7.2043 | Schwab Special Custody Account – Reinvest for Benefit of Customers 211 Main Street San Francisco, CA 94105 |
| Technology Fund | Class A | 5565.842 | 8.5404 | Special Custody Account For The Exclusive Benefit Of Customer Wells Fargo Clearing Services LLC 2801 Market Street Saint Louis, MO 63103 |
| Technology Fund | Class A | 21703.532 | 33.3027 | LPL Financial 4707 Executive Drive San Diego, CA 92121-3091 |
| Technology Fund | Class A | 17009.051 | 26.0993 | Pershing LLC 1 Pershing Plaza Jersey City, NJ 07399-0002 |
| Technology Fund | Class A | 3332.664 | 5.1137 | National Financial Services LLC 499 Washington Boulevard Jersey City, NJ 07310 |
| Technology Fund | Class C | 19075.981 | 37.3211 | Pershing LLC P.O. Box 2052 Jersey City, NJ 07303-9998 |
F-55
Fund | Share Class | Amount of Shares Owned | Percentage of the Class | Name and Address of Beneficial Owner |
| Technology Fund | Class C | 4379.012 | 8.5673 | Schwab Special Custody Account – Reinvest for Benefit of Customers 211 Main Street San Francisco, CA 94105 |
| Technology Fund | Class C | 13141.188 | 25.71 | Special Custody Account For The Exclusive Benefit Of Customer Wells Fargo Clearing Services LLC 2801 Market Street Saint Louis, MO 63103 |
| Technology Fund | Class C | 6049.38 | 11.8352 | LPL Financial 4707 Executive Drive San Diego, CA 92121-3091 |
| Technology Fund | Class C | 2780.265 | 5.4394 | National Financial Services LLC 499 Washington Boulevard Jersey City, NJ 07310 |
| Technology Fund | Class H | 11045.907 | 17.8002 | E*TRADE Savings Bank FBO #65 PO Box 6503 Englewood, CO 80155-6503 |
| Technology Fund | Class H | 4913.702 | 7.9183 | LPL Financial 4707 Executive Drive San Diego, CA 92121-3091 |
| Technology Fund | Class H | 36499.873 | 58.8189 | TD Ameritrade Inc. For the Exclusive Benefit of Our Clients PO Box 2226 Omaha, NE 68103-2226 |
| Technology Fund | Investor Class | 51640.956 | 8.2831 | Pershing LLC P.O. Box 2052 Jersey City, NJ 07303-9998 |
| Technology Fund | Investor Class | 302754.143 | 48.5616 | Schwab Special Custody Account – Reinvest for Benefit of Customers 211 Main Street San Francisco, CA 94105 |
| Technology Fund | Investor Class | 51973.721 | 8.3365 | National Financial Services Corporation For Exclusive Benefit Of Our Customers Attn: Mutual Funds Department, 4th Floor 499 Washington Boulevard Jersey City, NJ 07310 |
| Technology Fund | Investor Class | 62851.279 | 10.0813 | LPL Financial 4707 Executive Drive San Diego, CA 92121-3091 |
| Technology Fund | Investor Class | 104643.081 | 16.7847 | TD Ameritrade Inc. For the Exclusive Benefit of Our Clients PO Box 2226 Omaha, NE 68103-2226 |
| Telecommunications Fund | Class A | 2338.8 | 16.7142 | Schwab Special Custody Account – Reinvest for Benefit of Customers 211 Main Street San Francisco, CA 94105 |
F-56
Fund | Share Class | Amount of Shares Owned | Percentage of the Class | Name and Address of Beneficial Owner |
| Telecommunications Fund | Class A | 4147.794 | 29.6422 | UBS Financial Services Inc. FBO/UBS WM USA Omni Account M/F 1000 Harbor Boulevard Weehawken, NJ 07806-6761 |
| Telecommunications Fund | Class A | 1430.227 | 10.2211 | Pershing LLC 1 Pershing Plaza Jersey City, NJ 07399-0002 |
| Telecommunications Fund | Class A | 705.906 | 5.0447 | National Financial Services LLC 499 Washington Boulevard Jersey City, NJ 07310 |
| Telecommunications Fund | Class A | 3882.032 | 27.7429 | Equity Trust Co. Custodian FBO Edward F. McCarthy PO Box 451249 Cleveland, OH 44145 |
| Telecommunications Fund | Class C | 3460.506 | 78.9863 | Pershing LLC P.O. Box 2052 Jersey City, NJ 07303-9998 |
| Telecommunications Fund | Class C | 751.067 | 17.1431 | UBS Financial Services Inc. FBO/UBS WM USA Omni Account M/F 1000 Harbor Boulevard Weehawken, NJ 07806-6761 |
| Telecommunications Fund | Class H | 624.378 | 9.0559 | Nationwide Trust Company FSB/C/O IPO Portfolio Accounting P.O. Box 182029 Columbus, OH 43218-2029 |
| Telecommunications Fund | Class H | 1467.741 | 21.2879 | National Financial Services Corporation For Exclusive Benefit Of Our Customers Attn: Mutual Funds Department, 4th Floor 499 Washington Boulevard Jersey City, NJ 07310 |
| Telecommunications Fund | Class H | 564.205 | 8.1831 | E*TRADE Savings Bank FBO: 75 PO Box 6503 Englewood, CO 80112 |
| Telecommunications Fund | Class H | 837.258 | 12.1435 | LPL Financial 4707 Executive Drive San Diego, CA 92121-3091 |
| Telecommunications Fund | Class H | 2966.231 | 43.0219 | TD Ameritrade Inc. For the Exclusive Benefit of Our Clients PO Box 2226 Omaha, NE 68103-2226 |
| Telecommunications Fund | Investor Class | 29237.385 | 44.0585 | Schwab Special Custody Account – Reinvest for Benefit of Customers 211 Main Street San Francisco, CA 94105 |
| Telecommunications Fund | Investor Class | 9563.841 | 14.4119 | Donaldson Lufkin Jenrette Pershing Division Attn: Mutual Funds, 7th Floor PO Box 2052 Jersey City, NJ 07303 |
F-57
Fund | Share Class | Amount of Shares Owned | Percentage of the Class | Name and Address of Beneficial Owner |
| Telecommunications Fund | Investor Class | 9091.336 | 13.6999 | National Financial Services Corporation For Exclusive Benefit Of Our Customers Attn: Mutual Funds Department, 4th Floor 499 Washington Boulevard Jersey City, NJ 07310 |
| Telecommunications Fund | Investor Class | 8795.276 | 13.2538 | LPL Financial 4707 Executive Drive San Diego, CA 92121-3091 |
| Transportation Fund | Class A | 3251.294 | 5.5666 | Schwab Special Custody Account – Reinvest for Benefit of Customers 211 Main Street San Francisco, CA 94105 |
| Transportation Fund | Class A | 4536.426 | 7.7669 | Morgan Stanley Smith Barney LLC For The Exclusive Benefit of Its Customers 1 New York Plaza, Floor 12 New York, NY 10004-1901 |
| Transportation Fund | Class A | 13236.332 | 22.6624 | Special Custody Account For The Exclusive Benefit Of Customer Wells Fargo Clearing Services LLC 2801 Market Street Saint Louis, MO 63103 |
| Transportation Fund | Class A | 3000.902 | 5.1379 | UBS Financial Services Inc. FBO/UBS WM USA Omni Account M/F 1000 Harbor Boulevard Weehawken, NJ 07806-6761 |
| Transportation Fund | Class A | 5497.806 | 9.413 | LPL Financial 4707 Executive Drive San Diego, CA 92121-3091 |
| Transportation Fund | Class A | 12132.266 | 20.7721 | Pershing LLC 1 Pershing Plaza Jersey City, NJ 07399-0002 |
| Transportation Fund | Class A | 10979.971 | 18.7992 | National Financial Services LLC 499 Washington Boulevard Jersey City, NJ 07310 |
| Transportation Fund | Class C | 4255.102 | 12.5794 | NFS LLC FEBO/NFS/FMTC Rollover IRA FBO Paul O. Dodge, Jr. [Address Intentionally Omitted for Privacy Purposes] |
| Transportation Fund | Class C | 1958.372 | 5.7895 | American Enterprise Investment Services, Inc. 707 2nd Avenue South Minneapolis, MN 55402 |
| Transportation Fund | Class C | 2321.261 | 6.8623 | Morgan Stanley Smith Barney LLC For The Exclusive Benefit of Its Customers 1 New York Plaza, Floor 12 New York, NY 10004-1901 |
F-58
Fund | Share Class | Amount of Shares Owned | Percentage of the Class | Name and Address of Beneficial Owner |
| Transportation Fund | Class C | 8048.953 | 23.7952 | Special Custody Account For The Exclusive Benefit Of Customer Wells Fargo Clearing Services LLC 2801 Market Street Saint Louis, MO 63103 |
| Transportation Fund | Class C | 1869.43 | 5.5266 | LPL Financial 4707 Executive Drive San Diego, CA 92121-3091 |
| Transportation Fund | Class C | 11820.729 | 34.9457 | Pershing LLC 1 Pershing Plaza Jersey City, NJ 07399-0002 |
| Transportation Fund | Class H | 705.982 | 7.6031 | Nationwide Trust Company FSB/C/O IPO Portfolio Accounting P.O. Box 182029 Columbus, OH 43218-2029 |
| Transportation Fund | Class H | 615.524 | 6.6289 | Schwab Special Custody Account – Reinvest for Benefit of Customers 211 Main Street San Francisco, CA 94105 |
| Transportation Fund | Class H | 2779.864 | 29.9381 | National Financial Services Corporation For Exclusive Benefit Of Our Customers Attn: Mutual Funds Department, 4th Floor 499 Washington Boulevard Jersey City, NJ 07310 |
| Transportation Fund | Class H | 592.71 | 6.3832 | Pershing LLC 1 Pershing Plaza Jersey City, NJ 07399-0002 |
| Transportation Fund | Class H | 2641.408 | 28.447 | TD Ameritrade Inc. For the Exclusive Benefit of Our Clients PO Box 2226 Omaha, NE 68103-2226 |
| Transportation Fund | Class H | 674.39 | 7.2629 | TD Ameritrade Trust Company P.O. Box 17748 Denver, CO 80217-0748 |
| Transportation Fund | Investor Class | 10692.286 | 9.041 | Pershing LLC P.O. Box 2052 Jersey City, NJ 07303-9998 |
| Transportation Fund | Investor Class | 45807.611 | 38.7335 | Schwab Special Custody Account – Reinvest for Benefit of Customers 211 Main Street San Francisco, CA 94105 |
| Transportation Fund | Investor Class | 24235.904 | 20.4931 | National Financial Services Corporation For Exclusive Benefit Of Our Customers Attn: Mutual Funds Department, 4th Floor 499 Washington Boulevard Jersey City, NJ 07310 |
| Transportation Fund | Investor Class | 14002.957 | 11.8404 | Special Custody Account For The Exclusive Benefit Of Customer Wells Fargo Clearing Services LLC 2801 Market Street Saint Louis, MO 63103 |
F-59
Fund | Share Class | Amount of Shares Owned | Percentage of the Class | Name and Address of Beneficial Owner |
| Transportation Fund | Investor Class | 6364.535 | 5.3816 | LPL Financial 4707 Executive Drive San Diego, CA 92121-3091 |
| Utilities Fund | Class A | 21187.746 | 15.1158 | National Financial Services LLC 499 Washington Boulevard Jersey City, NJ 07310 |
| Utilities Fund | Class A | 24156.629 | 17.2339 | Pershing LLC P.O. Box 2052 Jersey City, NJ 07303-9998 |
| Utilities Fund | Class A | 7791.417 | 5.5585 | Schwab Special Custody Account – Reinvest for Benefit of Customers 211 Main Street San Francisco, CA 94105 |
| Utilities Fund | Class A | 24849.433 | 17.7282 | Special Custody Account For The Exclusive Benefit Of Customer Wells Fargo Clearing Services LLC 2801 Market Street Saint Louis, MO 63103 |
| Utilities Fund | Class C | 9247.613 | 5.1441 | NFS LLC FEBO/NFS/FMTC Rollover IRA FBO Paul O. Dodge, Jr. [Address Intentionally Omitted for Privacy Purposes] |
| Utilities Fund | Class C | 42627.989 | 23.7123 | Pershing LLC P.O. Box 2052 Jersey City, NJ 07303-9998 |
| Utilities Fund | Class C | 22419.108 | 12.4709 | Schwab Special Custody Account – Reinvest for Benefit of Customers 211 Main Street San Francisco, CA 94105 |
| Utilities Fund | Class C | 15576.346 | 8.6645 | Special Custody Account For The Exclusive Benefit Of Customer Wells Fargo Clearing Services LLC 2801 Market Street Saint Louis, MO 63103 |
| Utilities Fund | Class C | 61860.308 | 34.4106 | UBS Financial Services Inc. FBO/UBS WM USA Omni Account M/F 1000 Harbor Boulevard Weehawken, NJ 07806-6761 |
| Utilities Fund | Class C | 16555.442 | 9.2091 | LPL Financial 4707 Executive Drive San Diego, CA 92121-3091 |
| Utilities Fund | Class H | 4764.531 | 5.4736 | Nationwide Trust Company FSB/C/O IPO Portfolio Accounting P.O. Box 182029 Columbus, OH 43218-2029 |
| Utilities Fund | Class H | 37463.461 | 43.039 | National Financial Services Corporation For Exclusive Benefit Of Our Customers Attn: Mutual Funds Department, 4th Floor 499 Washington Boulevard Jersey City, NJ 07310 |
F-60
Fund | Share Class | Amount of Shares Owned | Percentage of the Class | Name and Address of Beneficial Owner |
| Utilities Fund | Class H | 18988.057 | 21.8139 | TD Ameritrade Inc. For the Exclusive Benefit of Our Clients PO Box 2226 Omaha, NE 68103-2226 |
| Utilities Fund | Investor Class | 186650.982 | 11.2227 | Schwab Special Custody Account – Reinvest for Benefit of Customers 211 Main Street San Francisco, CA 94105 |
| Utilities Fund | Investor Class | 275568.162 | 16.569 | National Financial Services Corporation For Exclusive Benefit Of Our Customers Attn: Mutual Funds Department, 4th Floor 499 Washington Boulevard Jersey City, NJ 07310 |
| Utilities Fund | Investor Class | 543574.058 | 32.6834 | TD Ameritrade Inc. For the Exclusive Benefit of Our Clients PO Box 2226 Omaha, NE 68103-2226 |
| Utilities Fund | Investor Class | 330498.863 | 19.8718 | SEI Private Trust Company One Freedom Valley Drive Oaks, PA 19456 |
| U.S. Government Money Market Fund | Money Market Class | 45704948.43 | 11.5363 | Trust Company of America/FBO 90 PO Box 6503 Englewood, CO 80155 |
| U.S. Government Money Market Fund | Money Market Class | 98173701.36 | 24.78 | National Financial Services Corporation For Exclusive Benefit Of Our Customers Attn: Mutual Funds Department, 4th Floor 499 Washington Boulevard Jersey City, NJ 07310 |
| Weakening Dollar 2x Strategy Fund | Class A | 362.439 | 8.0035 | NFS LLC FEBO/Mutual Funds Fractional Write Off Account Attn: Frank Adinolfi 200 Liberty Street New York, NY 10281 |
| Weakening Dollar 2x Strategy Fund | Class A | 1929.197 | 42.6012 | Schwab Special Custody Account – Reinvest for Benefit of Customers 211 Main Street San Francisco, CA 94105 |
| Weakening Dollar 2x Strategy Fund | Class A | 360.85 | 7.9684 | Marjorie J. White (IRA) [Address Intentionally Omitted for Privacy Purposes] |
| Weakening Dollar 2x Strategy Fund | Class A | 235 | 5.1893 | Raymond James/Omnibus for Mutual Funds House Account Attn: Courtney Waller 880 Carillon Parkway Saint Petersburg, FL 33716 |
| Weakening Dollar 2x Strategy Fund | Class A | 511.073 | 11.2856 | Pershing LLC 1 Pershing Plaza Jersey City, NJ 07399-0002 |
F-61
Fund | Share Class | Amount of Shares Owned | Percentage of the Class | Name and Address of Beneficial Owner |
| Weakening Dollar 2x Strategy Fund | Class A | 288.231 | 6.3648 | TD Ameritrade FBO/Simon P. Maybury & Charlotte A. Maybury JT TEN [Address Intentionally Omitted for Privacy Purposes] |
| Weakening Dollar 2x Strategy Fund | Class C | 381.02 | 82.8412 | National Financial Services LLC 499 Washington Boulevard Jersey City, NJ 07310 |
| Weakening Dollar 2x Strategy Fund | Class C | 48.889 | 10.6294 | TD Ameritrade FBO/Joseph Caffrey IRA Rollover TD Ameritrade Clearing Custodian [Address Intentionally Omitted for Privacy Purposes] |
| Weakening Dollar 2x Strategy Fund | Class H | 5917.213 | 16.0409 | Schwab Special Custody Account – Reinvest for Benefit of Customers 211 Main Street San Francisco, CA 94105 |
| Weakening Dollar 2x Strategy Fund | Class H | 11712.439 | 31.7511 | Trust Company of America FBO 120 PO Box 6503 Englewood, CO 80155 |
| Weakening Dollar 2x Strategy Fund | Class H | 2663.039 | 7.2192 | National Financial Services Corporation For Exclusive Benefit Of Our Customers Attn: Mutual Funds Department, 4th Floor 499 Washington Boulevard Jersey City, NJ 07310 |
| Weakening Dollar 2x Strategy Fund | Class H | 2573.401 | 6.9762 | Ralph C. Newmann (ROTH) [Address Intentionally Omitted for Privacy Purposes] |
| Weakening Dollar 2x Strategy Fund | Class H | 4872.883 | 13.2098 | TD Ameritrade Inc. For the Exclusive Benefit of Our Clients PO Box 2226 Omaha, NE 68103-2226 |
| Rydex Dynamic Funds | ||||
| Dow 2x Strategy Fund | Class A | 10701.516 | 9.7269 | RBC Capital Markets LLC Mutual Fund Omnibus Processing Omnibus Attn: Mutual Funds Ops Manager 60 South Sixth Street – P08 Minneapolis, MN 55402-4400 |
| Dow 2x Strategy Fund | Class A | 50224.998 | 45.651 | Pershing LLC 1 Pershing Plaza Jersey City, NJ 07399-0002 |
| Dow 2x Strategy Fund | Class A | 16679.747 | 15.1607 | National Financial Services LLC 499 Washington Boulevard Jersey City, NJ 07310 |
| Dow 2x Strategy Fund | Class C | 3592.046 | 14.9716 | Pershing LLC P.O. Box 2052 Jersey City, NJ 07303-9998 |
| Dow 2x Strategy Fund | Class C | 2610.78 | 10.8817 | Schwab Special Custody Account – Reinvest for Benefit of Customers 211 Main Street San Francisco, CA 94105 |
F-62
Fund | Share Class | Amount of Shares Owned | Percentage of the Class | Name and Address of Beneficial Owner |
| Dow 2x Strategy Fund | Class C | 5712.387 | 23.8092 | National Financial Services LLC 499 Washington Boulevard Jersey City, NJ 07310 |
| Dow 2x Strategy Fund | Class C | 1242.911 | 5.1804 | TD Ameritrade FBO/Stephen K C Lo & Charlotte Lo JT TEN [Address Intentionally Omitted for Privacy Purposes] |
| Dow 2x Strategy Fund | Class C | 1621 | 6.7563 | Oppenheimer & Co. Inc. FBO/Annette M. Nolan Intervivos Trust DTD Mark Nolan TTEE [Address Intentionally Omitted for Privacy Purposes] |
| Dow 2x Strategy Fund | Class C | 1816.141 | 7.5696 | TD Ameritrade FBO/Josh R. Cornish [Address Intentionally Omitted for Privacy Purposes] |
| Dow 2x Strategy Fund | Class H | 48112.142 | 17.0791 | Schwab Special Custody Account – Reinvest for Benefit of Customers 211 Main Street San Francisco, CA 94105 |
| Dow 2x Strategy Fund | Class H | 47363.581 | 16.8134 | National Financial Services Corporation For Exclusive Benefit Of Our Customers Attn: Mutual Funds Department, 4th Floor 499 Washington Boulevard Jersey City, NJ 07310 |
| Dow 2x Strategy Fund | Class H | 37967.316 | 13.4779 | Vicki Potaznik [Address Intentionally Omitted for Privacy Purposes] |
| Dow 2x Strategy Fund | Class H | 41209.019 | 14.6286 | TD Ameritrade FBO Matthew Clemens Rollover IRA TD Ameritrade Clearing Inc. Custodian [Address Intentionally Omitted for Privacy Purposes] |
| Inverse Dow 2x Strategy Fund | Class A | 41650.565 | 53.502 | Pershing LLC 1 Pershing Plaza Jersey City, NJ 07399-0002 |
| Inverse Dow 2x Strategy Fund | Class A | 28928.738 | 37.1603 | National Financial Services LLC 499 Washington Boulevard Jersey City, NJ 07310 |
| Inverse Dow 2x Strategy Fund | Class C | 27067.488 | 84.4042 | National Financial Services LLC 499 Washington Boulevard Jersey City, NJ 07310 |
| Inverse Dow 2x Strategy Fund | Class H | 66145.452 | 13.0242 | Schwab Special Custody Account – Reinvest for Benefit of Customers 211 Main Street San Francisco, CA 94105 |
| Inverse Dow 2x Strategy Fund | Class H | 229746.028 | 45.2375 | National Financial Services Corporation For Exclusive Benefit Of Our Customers Attn: Mutual Funds Department, 4th Floor 499 Washington Boulevard Jersey City, NJ 07310 |
F-63
Fund | Share Class | Amount of Shares Owned | Percentage of the Class | Name and Address of Beneficial Owner |
| Inverse Dow 2x Strategy Fund | Class H | 32007.518 | 6.3023 | TD Ameritrade FBO Matthew Clemens Rollover IRA TD Ameritrade Clearing Inc. Custodian [Address Intentionally Omitted for Privacy Purposes] |
Inverse NASDAQ-100® 2x Strategy Fund | Class A | 5576.17 | 21.2046 | National Financial Services LLC 499 Washington Boulevard Jersey City, NJ 07310 |
Inverse NASDAQ-100® 2x Strategy Fund | Class A | 2579.97 | 9.8109 | Morgan Stanley Smith Barney LLC For The Exclusive Benefit Of Its Customers 1 New York Plaza, Floor 12 New York, NY 10004-1901 |
Inverse NASDAQ-100® 2x Strategy Fund | Class A | 16392.208 | 62.3352 | Pershing LLC 1 Pershing Plaza Jersey City, NJ 07399-0002 |
Inverse NASDAQ-100® 2x Strategy Fund | Class C | 1258.981 | 21.2526 | National Financial Services LLC 499 Washington Boulevard Jersey City, NJ 07310 |
Inverse NASDAQ-100® 2x Strategy Fund | Class C | 2304.904 | 38.9087 | Pershing LLC P.O. Box 2052 Jersey City, NJ 07303-9998 |
Inverse NASDAQ-100® 2x Strategy Fund | Class C | 572.235 | 9.6598 | Dolores Jansson Bernhardt (IRA) [Address Intentionally Omitted for Privacy Purposes] |
Inverse NASDAQ-100® 2x Strategy Fund | Class C | 1156.189 | 19.5174 | Schwab Special Custody Account – Reinvest for Benefit of Customers 211 Main Street San Francisco, CA 94105 |
Inverse NASDAQ-100® 2x Strategy Fund | Class H | 43867.334 | 7.3375 | TD Ameritrade FBO Bonnie-Sue Brown-Widell [Address Intentionally Omitted for Privacy Purposes] |
Inverse NASDAQ-100® 2x Strategy Fund | Class H | 52172.291 | 8.7266 | Schwab Special Custody Account – Reinvest for Benefit of Customers 211 Main Street San Francisco, CA 94105 |
Inverse NASDAQ-100® 2x Strategy Fund | Class H | 61286.76 | 10.2512 | Les Linet (Roth) [Address Intentionally Omitted for Privacy Purposes] |
Inverse NASDAQ-100® 2x Strategy Fund | Class H | 103338.298 | 17.285 | National Financial Services Corporation For Exclusive Benefit Of Our Customers Attn: Mutual Funds Department, 4th Floor 499 Washington Boulevard Jersey City, NJ 07310 |
Inverse Russell 2000® 2x Strategy Fund | Class A | 201997.022 | 98.735 | National Financial Services LLC 499 Washington Boulevard Jersey City, NJ 07310 |
Inverse Russell 2000® 2x Strategy Fund | Class C | 5591.785 | 62.9611 | NFS LLC FEBO/NFS/FMTC Rollover IRA FBO Robert C. Irvine [Address Intentionally Omitted for Privacy Purposes] |
F-64
Fund | Share Class | Amount of Shares Owned | Percentage of the Class | Name and Address of Beneficial Owner |
Inverse Russell 2000® 2x Strategy Fund | Class C | 504.149 | 5.6765 | Dolores Jansson Bernhardt (IRA) [Address Intentionally Omitted for Privacy Purposes] |
Inverse Russell 2000® 2x Strategy Fund | Class C | 2348.983 | 26.4485 | Schwab Special Custody Account – Reinvest for Benefit of Customers 211 Main Street San Francisco, CA 94105 |
Inverse Russell 2000® 2x Strategy Fund | Class H | 18153.52 | 15.167 | Schwab Special Custody Account – Reinvest for Benefit of Customers 211 Main Street San Francisco, CA 94105 |
Inverse Russell 2000® 2x Strategy Fund | Class H | 27202.048 | 22.727 | National Financial Services Corporation For Exclusive Benefit Of Our Customers Attn: Mutual Funds Department, 4th Floor 499 Washington Boulevard Jersey City, NJ 07310 |
Inverse Russell 2000® 2x Strategy Fund | Class H | 6211.395 | 5.1895 | Cooper Family Foundation Attn: William Benson Bhaskar Manda [Address Intentionally Omitted for Privacy Purposes] |
Inverse Russell 2000® 2x Strategy Fund | Class H | 10314.418 | 8.6175 | Citigroup USA, Inc. FBO General Welfare Group LLC FBO Patricia Meer 227 West Monroe Street, 3rd Floor Chicago, IL 60606 |
Inverse Russell 2000® 2x Strategy Fund | Class H | 9913.198 | 8.2823 | TD Ameritrade FBO Paul Kuhn * Berrin Kuhn JT TEN [Address Intentionally Omitted for Privacy Purposes] |
Inverse S&P 500® 2x Strategy Fund | Class A | 9935.132 | 16.957 | National Financial Services LLC 499 Washington Boulevard Jersey City, NJ 07310 |
Inverse S&P 500® 2x Strategy Fund | Class A | 11694.164 | 19.9593 | Schwab Special Custody Account – Reinvest for Benefit of Customers 211 Main Street San Francisco, CA 94105 |
Inverse S&P 500® 2x Strategy Fund | Class A | 5421.1 | 9.2526 | Pershing LLC 1 Pershing Plaza Jersey City, NJ 07399-0002 |
Inverse S&P 500® 2x Strategy Fund | Class C | 4714.65 | 21.8907 | National Financial Services LLC 499 Washington Boulevard Jersey City, NJ 07310 |
Inverse S&P 500® 2x Strategy Fund | Class C | 3202.215 | 14.8682 | Pershing LLC P.O. Box 2052 Jersey City, NJ 07303-9998 |
Inverse S&P 500® 2x Strategy Fund | Class C | 3974.016 | 18.4518 | TD Ameritrade FBO/James Thomas McConville TR. FBO James Thomas McConville UA [Address Intentionally Omitted for Privacy Purposes] |
F-65
Fund | Share Class | Amount of Shares Owned | Percentage of the Class | Name and Address of Beneficial Owner |
Inverse S&P 500® 2x Strategy Fund | Class C | 1498.843 | 6.9593 | TD Ameritrade FBO/James Thomas McConville TR. FBO James Thomas McConville Irrevocable Gift Trust [Address Intentionally Omitted for Privacy Purposes] |
Inverse S&P 500® 2x Strategy Fund | Class C | 1196.329 | 5.5547 | TD Ameritrade FBO/Michael H. Davis [Address Intentionally Omitted for Privacy Purposes] |
Inverse S&P 500® 2x Strategy Fund | Class C | 1700.243 | 7.8944 | TD Ameritrade FBO/State Street Bank & Trust Company The Wildlife Conservation Society 401(k) FBO Todd John Comstock [Address Intentionally Omitted for Privacy Purposes] |
Inverse S&P 500® 2x Strategy Fund | Class H | 49579.214 | 10.1329 | Schwab Special Custody Account – Reinvest for Benefit of Customers 211 Main Street San Francisco, CA 94105 |
Inverse S&P 500® 2x Strategy Fund | Class H | 206480.825 | 42.2002 | National Financial Services Corporation For Exclusive Benefit Of Our Customers Attn: Mutual Funds Department, 4th Floor 499 Washington Boulevard Jersey City, NJ 07310 |
NASDAQ-100® 2x Strategy Fund | Class A | 49842.486 | 22.2324 | National Financial Services LLC 499 Washington Boulevard Jersey City, NJ 07310 |
NASDAQ-100® 2x Strategy Fund | Class A | 21604.205 | 9.6366 | Schwab Special Custody Account – Reinvest for Benefit of Customers 211 Main Street San Francisco, CA 94105 |
NASDAQ-100® 2x Strategy Fund | Class A | 11229.403 | 5.0089 | Special Custody Account For The Exclusive Benefit Of Customer Wells Fargo Clearing Services LLC 2801 Market Street Saint Louis, MO 63103 |
NASDAQ-100® 2x Strategy Fund | Class A | 21900.123 | 9.7686 | LPL Financial 4707 Executive Drive San Diego, CA 92121-3091 |
NASDAQ-100® 2x Strategy Fund | Class A | 37036.616 | 16.5203 | Pershing LLC 1 Pershing Plaza Jersey City, NJ 07399-0002 |
NASDAQ-100® 2x Strategy Fund | Class C | 17690.342 | 19.8933 | NFS LLC FEBO/NFS/FMTC SEP IRA FBO James Hershey [Address Intentionally Omitted for Privacy Purposes] |
NASDAQ-100® 2x Strategy Fund | Class C | 7797.691 | 8.7687 | Pershing LLC P.O. Box 2052 Jersey City, NJ 07303-9998 |
F-66
Fund | Share Class | Amount of Shares Owned | Percentage of the Class | Name and Address of Beneficial Owner |
NASDAQ-100® 2x Strategy Fund | Class C | 10799.944 | 12.1448 | Schwab Special Custody Account – Reinvest for Benefit of Customers 211 Main Street San Francisco, CA 94105 |
NASDAQ-100® 2x Strategy Fund | Class C | 11669.986 | 13.1232 | RBC Capital Markets LLC Mutual Fund Omnibus Processing Omnibus Attn: Mutual Funds Ops Manager 60 South Sixth Street – P08 Minneapolis, MN 55402-4400 |
NASDAQ-100® 2x Strategy Fund | Class C | 4739.396 | 5.3295 | Stephen H. Karshbaum [Address Intentionally Omitted for Privacy Purposes] |
NASDAQ-100® 2x Strategy Fund | Class C | 4504.701 | 5.0656 | Raymond James/Omnibus for Mutual Funds House Account Attn: Courtney Waller 880 Carillon Parkway Saint Petersburg, FL 33716 |
NASDAQ-100® 2x Strategy Fund | Class H | 388436.211 | 16.0889 | TD Ameritrade FBO Bonnie-Sue Brown-Widell [Address Intentionally Omitted for Privacy Purposes] |
NASDAQ-100® 2x Strategy Fund | Class H | 425739.182 | 17.634 | Schwab Special Custody Account – Reinvest for Benefit of Customers 211 Main Street San Francisco, CA 94105 |
NASDAQ-100® 2x Strategy Fund | Class H | 395097.425 | 16.3648 | National Financial Services Corporation For Exclusive Benefit Of Our Customers Attn: Mutual Funds Department, 4th Floor 499 Washington Boulevard Jersey City, NJ 07310 |
NASDAQ-100® 2x Strategy Fund | Class H | 218652.644 | 9.0565 | UBS Financial Services Inc. FBO/UBS WM USA Omni Account M/F 1000 Harbor Boulevard Weehawken, NJ 07086-6761 |
Russell 2000® 2x Strategy Fund | Class A | 4269.893 | 19.4466 | Special Custody Account For The Exclusive Benefit Of Customer Wells Fargo Clearing Services LLC 2801 Market Street Saint Louis, MO 63103 |
Russell 2000® 2x Strategy Fund | Class A | 1757.101 | 8.0024 | RBC Capital Markets LLC Mutual Fund Omnibus Processing Omnibus Attn: Mutual Funds Ops Manager 60 South Sixth Street – P08 Minneapolis, MN 55402-4400 |
Russell 2000® 2x Strategy Fund | Class A | 3086.414 | 14.0566 | Pershing LLC 1 Pershing Plaza Jersey City, NJ 07399-0002 |
Russell 2000® 2x Strategy Fund | Class A | 2656.676 | 12.0995 | National Financial Services LLC 499 Washington Boulevard Jersey City, NJ 07310 |
F-67
Fund | Share Class | Amount of Shares Owned | Percentage of the Class | Name and Address of Beneficial Owner |
Russell 2000® 2x Strategy Fund | Class C | 383.564 | 11.2117 | NFS LLC FEBO/NFS/FMTC Rollover IRA FBO Robert C. Irvine [Address Intentionally Omitted for Privacy Purposes] |
Russell 2000® 2x Strategy Fund | Class C | 1361.494 | 39.797 | Pershing LLC P.O. Box 2052 Jersey City, NJ 07303-9998 |
Russell 2000® 2x Strategy Fund | Class C | 175.964 | 5.1434 | Allen N. Vickrey (IRA) [Address Intentionally Omitted for Privacy Purposes] |
Russell 2000® 2x Strategy Fund | Class C | 373.038 | 10.904 | RBC Capital Markets LLC Mutual Fund Omnibus Processing Omnibus Attn: Mutual Funds Ops Manager 60 South Sixth Street – P08 Minneapolis, MN 55402-4400 |
Russell 2000® 2x Strategy Fund | Class H | 21106.841 | 13.4278 | Schwab Special Custody Account – Reinvest for Benefit of Customers 211 Main Street San Francisco, CA 94105 |
Russell 2000® 2x Strategy Fund | Class H | 22981.479 | 14.6205 | National Financial Services Corporation For Exclusive Benefit Of Our Customers Attn: Mutual Funds Department, 4th Floor 499 Washington Boulevard Jersey City, NJ 07310 |
Russell 2000® 2x Strategy Fund | Class H | 43109.559 | 27.4257 | Trust Company Of America FBO 25 PO Box 6503 Englewood, CO 80155-6053 |
Russell 2000® 2x Strategy Fund | Class H | 17513.118 | 11.1416 | TD Ameritrade Inc. For the Exclusive Benefit of Our Clients PO Box 2226 Omaha, NE 68103-2226 |
S&P 500® 2x Strategy Fund | Class A | 14330.729 | 12.3795 | NFS LLC FEBO/Mutual Funds Fractional Write Off Account Attn: Frank Adinolfi 200 Liberty Street New York, NY 10281 |
S&P 500® 2x Strategy Fund | Class A | 8450.814 | 7.3001 | Schwab Special Custody Account – Reinvest for Benefit of Customers 211 Main Street San Francisco, CA 94105 |
S&P 500® 2x Strategy Fund | Class A | 8672.495 | 7.4916 | Morgan Stanley Smith Barney LLC For The Exclusive Benefit Of Its Customers 1 New York Plaza, Floor 12 New York, NY 10004-1901 |
S&P 500® 2x Strategy Fund | Class A | 13996.342 | 12.0906 | Special Custody Account For The Exclusive Benefit Of Customer Wells Fargo Clearing Services LLC 2801 Market Street Saint Louis, MO 63103 |
F-68
Fund | Share Class | Amount of Shares Owned | Percentage of the Class | Name and Address of Beneficial Owner |
S&P 500® 2x Strategy Fund | Class A | 13795.334 | 11.917 | UBS Financial Services Inc. FBO/UBS WM USA Omni Account M/F 1000 Harbor Boulevard Weehawken, NJ 07086-6761 |
S&P 500® 2x Strategy Fund | Class A | 6587.636 | 5.6906 | RBC Capital Markets LLC Mutual Fund Omnibus Processing Omnibus Attn: Mutual Funds Ops Manager 60 South Sixth Street – P08 Minneapolis, MN 55402-4400 |
S&P 500® 2x Strategy Fund | Class A | 6273.103 | 5.4189 | LPL Financial 4707 Executive Drive San Diego, CA 92121-3091 |
S&P 500® 2x Strategy Fund | Class A | 13495.35 | 11.6578 | Pershing LLC 1 Pershing Plaza Jersey City, NJ 07399-0002 |
S&P 500® 2x Strategy Fund | Class C | 6095.662 | 5.5851 | Pershing LLC P.O. Box 2052 Jersey City, NJ 07303-9998 |
S&P 500® 2x Strategy Fund | Class C | 8042.788 | 7.3692 | Special Custody Account For The Exclusive Benefit Of Customer Wells Fargo Clearing Services LLC 2801 Market Street Saint Louis, MO 63103 |
S&P 500® 2x Strategy Fund | Class C | 16794.341 | 15.3878 | Robert E. Hillard (IRA) [Address Intentionally Omitted for Privacy Purposes] |
S&P 500® 2x Strategy Fund | Class C | 5672.15 | 5.1971 | Oppenheimer & Co. Inc. FBO/George Skaff Elias Account [Address Intentionally Omitted for Privacy Purposes] |
S&P 500® 2x Strategy Fund | Class H | 121584.803 | 9.8398 | TD Ameritrade FBO Bonnie-Sue Brown-Widell [Address Intentionally Omitted for Privacy Purposes] |
S&P 500® 2x Strategy Fund | Class H | 143505.7 | 11.6139 | Schwab Special Custody Account – Reinvest for Benefit of Customers 211 Main Street San Francisco, CA 94105 |
S&P 500® 2x Strategy Fund | Class H | 339192.958 | 27.4509 | Trust Co Of America FBO 120 PO Box 6503 Englewood, CO 80155 |
S&P 500® 2x Strategy Fund | Class H | 123535.365 | 9.9977 | National Financial Services Corporation For Exclusive Benefit Of Our Customers Attn: Mutual Funds Department, 4th Floor 499 Washington Boulevard Jersey City, NJ 07310 |
F-69
Fund | Share Class | Amount of Shares Owned | Percentage of the Class | Name and Address of Beneficial Owner |
S&P 500® 2x Strategy Fund | Class H | 185135.062 | 14.983 | Meg & Company C/C c/o Ameriserv Trust & Financial Services Company 216 Franklin Street Johnstown, PA 15901-1911 |
| Rydex Variable Trust | ||||
| Banking Fund | -- | 22031.078 | 48.2683 | Nationwide Insurance Company/NWVA4 c/o IPO Portfolio Accounting P.O. Box 182029 Columbus, OH 43218-2029 |
| Banking Fund | -- | 8485.176 | 18.5903 | Jefferson National Life Insurance Co./Attn: Separate Account 10350 Ormsby Park Place, Suite 600 Louisville, KY 40223 |
| Banking Fund | -- | 14015.955 | 30.7078 | Security Benefit Life Insurance Co./SBL Variable Annuity Account XIV One Security Benefit Place Topeka, KS 66636-0001 |
| Basic Materials Fund | -- | 42550.472 | 47.0373 | Nationwide Insurance Company/NWVA4 c/o IPO Portfolio Accounting P.O. Box 182029 Columbus, OH 43218-2029 |
| Basic Materials Fund | -- | 12199.984 | 13.4864 | Jefferson National Life Insurance Co./Attn: Separate Account 10350 Ormsby Park Place, Suite 600 Louisville, KY 40223 |
| Basic Materials Fund | -- | 25339.168 | 28.0111 | Security Benefit Life Insurance Co./SBL Variable Annuity Account XIV One Security Benefit Place Topeka, KS 66636-0001 |
| Basic Materials Fund | -- | 8438.359 | 9.3281 | Principal Life Insurance Co Cust./FBO Principal Pivot Series Variable Annuity Attn: Individual Life Accounting 711 High Street Des Moines, IA 50392 |
| Biotechnology Fund | -- | 75224.025 | 30.9034 | Nationwide Insurance Company/NWVA4 c/o IPO Portfolio Accounting P.O. Box 182029 Columbus, OH 43218-2029 |
| Biotechnology Fund | -- | 54864.416 | 22.5393 | Jefferson National Life Insurance Co./Attn: Separate Account 10350 Ormsby Park Place, Suite 600 Louisville, KY 40223 |
| Biotechnology Fund | -- | 35046.189 | 14.3976 | Security Benefit Life Insurance Co./SBL Variable Annuity Account XIV One Security Benefit Place Topeka, KS 66636-0001 |
F-70
Fund | Share Class | Amount of Shares Owned | Percentage of the Class | Name and Address of Beneficial Owner |
| Biotechnology Fund | -- | 71073.784 | 29.1984 | Midland National Life Insurance Company 430 Westown Parkway West Des Moines, IA 50266 |
| Commodities Strategy Fund | -- | 11339.924 | 28.3758 | Nationwide Insurance Company/NWVA4 c/o IPO Portfolio Accounting P.O. Box 182029 Columbus, OH 43218-2029 |
| Commodities Strategy Fund | -- | 18608.068 | 46.5628 | Jefferson National Life Insurance Co./Attn: Separate Account 10350 Ormsby Park Place, Suite 600 Louisville, KY 40223 |
| Commodities Strategy Fund | -- | 3088.753 | 7.7289 | Security Benefit Life Insurance Co./SBL Variable Annuity Account XIV One Security Benefit Place Topeka, KS 66636-0001 |
| Commodities Strategy Fund | -- | 6528.605 | 16.3364 | Principal Life Insurance Co Cust./FBO Principal Pivot Series Variable Annuity Attn: Individual Life Accounting 711 High Street Des Moines, IA 50392 |
| Consumer Products Fund | -- | 95218.773 | 35.2206 | Nationwide Insurance Company/NWVA4 c/o IPO Portfolio Accounting P.O. Box 182029 Columbus, OH 43218-2029 |
| Consumer Products Fund | -- | 139160.508 | 51.4743 | Jefferson National Life Insurance Co./Attn: Separate Account 10350 Ormsby Park Place, Suite 600 Louisville, KY 40223 |
| Consumer Products Fund | -- | 26983.143 | 9.9808 | Security Benefit Life Insurance Co./SBL Variable Annuity Account XIV One Security Benefit Place Topeka, KS 66636-0001 |
| Dow 2x Strategy Fund | -- | 73835.928 | 64.1926 | Nationwide Insurance Company/NWVA4 c/o IPO Portfolio Accounting P.O. Box 182029 Columbus, OH 43218-2029 |
| Dow 2x Strategy Fund | -- | 24849.03 | 21.6036 | Jefferson National Life Insurance Co./Attn: Separate Account 10350 Ormsby Park Place, Suite 600 Louisville, KY 40223 |
| Dow 2x Strategy Fund | -- | 15009.685 | 13.0493 | Security Benefit Life Insurance Co./SBL Variable Annuity Account XIV One Security Benefit Place Topeka, KS 66636-0001 |
| Electronics Fund | -- | 50821.925 | 64.3239 | Nationwide Insurance Company/NWVA4 c/o IPO Portfolio Accounting P.O. Box 182029 Columbus, OH 43218-2029 |
F-71
Fund | Share Class | Amount of Shares Owned | Percentage of the Class | Name and Address of Beneficial Owner |
| Electronics Fund | -- | 19302.657 | 24.4308 | Jefferson National Life Insurance Co./Attn: Separate Account 10350 Ormsby Park Place, Suite 600 Louisville, KY 40223 |
| Electronics Fund | -- | 7411.004 | 9.3799 | Security Benefit Life Insurance Co./SBL Variable Annuity Account XIV One Security Benefit Place Topeka, KS 66636-0001 |
| Energy Fund | -- | 72799.906 | 56.1606 | Nationwide Insurance Company/NWVA4 c/o IPO Portfolio Accounting P.O. Box 182029 Columbus, OH 43218-2029 |
| Energy Fund | -- | 33160.63 | 25.5813 | Jefferson National Life Insurance Co./Attn: Separate Account 10350 Ormsby Park Place, Suite 600 Louisville, KY 40223 |
| Energy Fund | -- | 20612.185 | 15.901 | Security Benefit Life Insurance Co./SBL Variable Annuity Account XIV One Security Benefit Place Topeka, KS 66636-0001 |
| Energy Services Fund | -- | 55320.493 | 48.2206 | Nationwide Insurance Company/NWVA4 c/o IPO Portfolio Accounting P.O. Box 182029 Columbus, OH 43218-2029 |
| Energy Services Fund | -- | 25757.814 | 22.452 | Jefferson National Life Insurance Co./Attn: Separate Account 10350 Ormsby Park Place, Suite 600 Louisville, KY 40223 |
| Energy Services Fund | -- | 32314.7 | 28.1674 | Security Benefit Life Insurance Co./SBL Variable Annuity Account XIV One Security Benefit Place Topeka, KS 66636-0001 |
| Europe 1.25x Strategy Fund | -- | 14052.099 | 25.5174 | Nationwide Insurance Company/NWVA4 c/o IPO Portfolio Accounting P.O. Box 182029 Columbus, OH 43218-2029 |
| Europe 1.25x Strategy Fund | -- | 34817.85 | 63.2263 | Jefferson National Life Insurance Co./Attn: Separate Account 10350 Ormsby Park Place, Suite 600 Louisville, KY 40223 |
| Europe 1.25x Strategy Fund | -- | 6187.789 | 11.2365 | Security Benefit Life Insurance Co./SBL Variable Annuity Account XIV One Security Benefit Place Topeka, KS 66636-0001 |
| Financial Services Fund | -- | 66138.059 | 60.9587 | Nationwide Insurance Company/NWVA4 c/o IPO Portfolio Accounting P.O. Box 182029 Columbus, OH 43218-2029 |
F-72
Fund | Share Class | Amount of Shares Owned | Percentage of the Class | Name and Address of Beneficial Owner |
| Financial Services Fund | -- | 22716.106 | 20.9372 | Jefferson National Life Insurance Co./Attn: Separate Account 10350 Ormsby Park Place, Suite 600 Louisville, KY 40223 |
| Financial Services Fund | -- | 15127.115 | 13.9425 | Security Benefit Life Insurance Co./SBL Variable Annuity Account XIV One Security Benefit Place Topeka, KS 66636-0001 |
| Internet Fund | -- | 52034.177 | 54.4851 | Nationwide Insurance Company/NWVA4 c/o IPO Portfolio Accounting P.O. Box 182029 Columbus, OH 43218-2029 |
| Internet Fund | -- | 15986.113 | 16.7391 | Jefferson National Life Insurance Co./Attn: Separate Account 10350 Ormsby Park Place, Suite 600 Louisville, KY 40223 |
| Internet Fund | -- | 24273.364 | 25.4167j | Security Benefit Life Insurance Co./SBL Variable Annuity Account XIV One Security Benefit Place Topeka, KS 66636-0001 |
| Inverse Dow 2x Strategy Fund | -- | 23675.586 | 65.4371 | Nationwide Insurance Company/NWVA4 c/o IPO Portfolio Accounting P.O. Box 182029 Columbus, OH 43218-2029 |
| Inverse Dow 2x Strategy Fund | -- | 7733.19 | 21.3738 | Jefferson National Life Insurance Co./Attn: Separate Account 10350 Ormsby Park Place, Suite 600 Louisville, KY 40223 |
| Inverse Dow 2x Strategy Fund | -- | 4771.768 | 13.1887 | Security Benefit Life Insurance Co./SBL Variable Annuity Account XIV One Security Benefit Place Topeka, KS 66636-0001 |
Inverse Russell 2000® Strategy Fund | -- | 9238.954 | 70.7479 | Nationwide Insurance Company/NWVA4 c/o IPO Portfolio Accounting P.O. Box 182029 Columbus, OH 43218-2029 |
Inverse Russell 2000® Strategy Fund | -- | 3428.191 | 26.2516 | Jefferson National Life Insurance Co./Attn: Separate Account 10350 Ormsby Park Place, Suite 600 Louisville, KY 40223 |
| Leisure Fund | -- | 30126.485 | 68.9539 | Nationwide Insurance Company/NWVA4 c/o IPO Portfolio Accounting P.O. Box 182029 Columbus, OH 43218-2029 |
| Leisure Fund | -- | 5911.265 | 13.5297 | Jefferson National Life Insurance Co./Attn: Separate Account 10350 Ormsby Park Place, Suite 600 Louisville, KY 40223 |
F-73
Fund | Share Class | Amount of Shares Owned | Percentage of the Class | Name and Address of Beneficial Owner |
| Leisure Fund | -- | 6804.668 | 15.5746 | Security Benefit Life Insurance Co./SBL Variable Annuity Account XIV One Security Benefit Place Topeka, KS 66636-0001 |
| Global Managed Futures Strategy Fund | -- | 276023.571 | 32.9974 | Nationwide Insurance Company/NWVA4 c/o IPO Portfolio Accounting P.O. Box 182029 Columbus, OH 43218-2029 |
| Global Managed Futures Strategy Fund | -- | 204276.84 | 24.4204 | Jefferson National Life Insurance Co./Attn: Separate Account 10350 Ormsby Park Place, Suite 600 Louisville, KY 40223 |
| Global Managed Futures Strategy Fund | -- | 65319.246 | 7.8086 | Security Benefit Life Insurance Co./SBL Variable Annuity Account XIV One Security Benefit Place Topeka, KS 66636-0001 |
| Global Managed Futures Strategy Fund | -- | 169114.162 | 20.2168 | AXA Equitable Life Insurance Company Separate Account 49 1290 Avenue of the Americas New York, NY 10104 |
| Government Long Bond 1.2x Strategy Fund | -- | 715437.126 | 46.9246 | Nationwide Insurance Company/NWVA4 c/o IPO Portfolio Accounting P.O. Box 182029 Columbus, OH 43218-2029 |
| Government Long Bond 1.2x Strategy Fund | -- | 632739.133 | 41.5005 | Jefferson National Life Insurance Co./Attn: Separate Account 10350 Ormsby Park Place, Suite 600 Louisville, KY 40223 |
| Government Long Bond 1.2x Strategy Fund | -- | 91707.679 | 6.0149 | Midland National Life Insurance Co./Attn: Variable Annuity Department PO Box 79907 West Des Moines, IA 50325-0907 |
| Health Care Fund | -- | 147282.688 | 58.0817 | Nationwide Insurance Company/NWVA4 c/o IPO Portfolio Accounting P.O. Box 182029 Columbus, OH 43218-2029 |
| Health Care Fund | -- | 48882.239 | 19.2769 | Jefferson National Life Insurance Co./Attn: Separate Account 10350 Ormsby Park Place, Suite 600 Louisville, KY 40223 |
| Health Care Fund | -- | 47623.655 | 18.7806 | Security Benefit Life Insurance Co./SBL Variable Annuity Account XIV One Security Benefit Place Topeka, KS 66636-0001 |
| High Yield Strategy Fund | -- | 5431.072 | 10.5001 | Jefferson National Life Insurance Co./Attn: Separate Account 10350 Ormsby Park Place, Suite 600 Louisville, KY 40223 |
F-74
Fund | Share Class | Amount of Shares Owned | Percentage of the Class | Name and Address of Beneficial Owner |
| High Yield Strategy Fund | -- | 7367.076 | 14.2431 | Security Benefit Life Insurance Co./SBL Variable Annuity Account XIV One Security Benefit Place Topeka, KS 66636-0001 |
| High Yield Strategy Fund | -- | 26795.575 | 51.8052 | Guggenheim Funds Distributors LLC 227 West Monroe Street, Suite 4800 Chicago, IL 60606 |
| High Yield Strategy Fund | -- | 12129.955 | 23.4514 | Nationwide Insurance Company/NWVA4 c/o IPO Portfolio Accounting P.O. Box 182029 Columbus, OH 43218-2029 |
| Inverse Government Long Bond Strategy Fund | -- | 6663.978 | 21.0678 | Nationwide Insurance Company/NWVA4 c/o IPO Portfolio Accounting P.O. Box 182029 Columbus, OH 43218-2029 |
| Inverse Government Long Bond Strategy Fund | -- | 16958.69 | 53.614 | Jefferson National Life Insurance Co./Attn: Separate Account 10350 Ormsby Park Place, Suite 600 Louisville, KY 40223 |
| Inverse Government Long Bond Strategy Fund | -- | 5081.43 | 16.0646 | Security Benefit Life Insurance Co./SBL Variable Annuity Account XIV One Security Benefit Place Topeka, KS 66636-0001 |
| Inverse Mid-Cap Strategy Fund | -- | 3254.904 | 64.8856 | Nationwide Insurance Company/NWVA4 c/o IPO Portfolio Accounting P.O. Box 182029 Columbus, OH 43218-2029 |
| Inverse Mid-Cap Strategy Fund | -- | 1596.447 | 31.8247 | Jefferson National Life Insurance Co./Attn: Separate Account 10350 Ormsby Park Place, Suite 600 Louisville, KY 40223 |
Inverse NASDAQ-100® Strategy Fund | -- | 6111.596 | 21.5908 | Nationwide Insurance Company/NWVA4 c/o IPO Portfolio Accounting P.O. Box 182029 Columbus, OH 43218-2029 |
Inverse NASDAQ-100® Strategy Fund | -- | 10859.333 | 38.3635 | Jefferson National Life Insurance Co./Attn: Separate Account 10350 Ormsby Park Place, Suite 600 Louisville, KY 40223 |
Inverse NASDAQ-100® Strategy Fund | -- | 8132.555 | 28.7304 | Ameritas Life Insurance Corp./Separate Account LLVA Attn: Variable Trades 5900 O Street Lincoln, NE 68510 |
Inverse NASDAQ-100® Strategy Fund | -- | 2209.851 | 7.8068 | Security Benefit Life Insurance Co./SBL Variable Annuity Account XIV One Security Benefit Place Topeka, KS 66636-0001 |
F-75
Fund | Share Class | Amount of Shares Owned | Percentage of the Class | Name and Address of Beneficial Owner |
Inverse S&P 500® Strategy Fund | -- | 16729.291 | 36.5329 | Nationwide Insurance Company/NWVA4 c/o IPO Portfolio Accounting P.O. Box 182029 Columbus, OH 43218-2029 |
Inverse S&P 500® Strategy Fund | -- | 13304.678 | 29.0543 | Jefferson National Life Insurance Co./Attn: Separate Account 10350 Ormsby Park Place, Suite 600 Louisville, KY 40223 |
Inverse S&P 500® Strategy Fund | -- | 8028.675 | 17.5327 | Ameritas Life Insurance Corp./Separate Account LLVA Attn: Variable Trades 5900 O Street Lincoln, NE 68510 |
Inverse S&P 500® Strategy Fund | -- | 6583.152 | 14.3761 | Security Benefit Life Insurance Co./SBL Variable Annuity Account XIV One Security Benefit Place Topeka, KS 66636-0001 |
| Japan 2x Strategy Fund | -- | 10327.508 | 46.9691 | Nationwide Insurance Company/NWVA4 c/o IPO Portfolio Accounting P.O. Box 182029 Columbus, OH 43218-2029 |
| Japan 2x Strategy Fund | -- | 5372.878 | 24.4356 | Jefferson National Life Insurance Co./Attn: Separate Account 10350 Ormsby Park Place, Suite 600 Louisville, KY 40223 |
| Japan 2x Strategy Fund | -- | 5579.53 | 25.3754 | Security Benefit Life Insurance Co./SBL Variable Annuity Account XIV One Security Benefit Place Topeka, KS 66636-0001 |
| Long Short Equity Fund | -- | 473712.365 | 21.7479 | Nationwide Insurance Company/NWVA4 c/o IPO Portfolio Accounting P.O. Box 182029 Columbus, OH 43218-2029 |
| Long Short Equity Fund | -- | 179425.185 | 8.2373 | Jefferson National Life Insurance Co./Attn: Separate Account 10350 Ormsby Park Place, Suite 600 Louisville, KY 40223 |
| Long Short Equity Fund | -- | 742438.478 | 34.0851 | Security Benefit Life Insurance Co./SBL Variable Annuity Account XIV One Security Benefit Place Topeka, KS 66636-0001 |
| Long Short Equity Fund | -- | 281798.771 | 12.9372 | The Lincoln National Life Insurance Company 1300 South Clinton Street Fort Wayne, IN 46802 |
| Mid-Cap 1.5x Strategy Fund | -- | 157738.232 | 54.9298 | Nationwide Insurance Company/NWVA4 c/o IPO Portfolio Accounting P.O. Box 182029 Columbus, OH 43218-2029 |
F-76
Fund | Share Class | Amount of Shares Owned | Percentage of the Class | Name and Address of Beneficial Owner |
| Mid-Cap 1.5x Strategy Fund | -- | 62147.283 | 21.6418 | Jefferson National Life Insurance Co./Attn: Separate Account 10350 Ormsby Park Place, Suite 600 Louisville, KY 40223 |
| Mid-Cap 1.5x Strategy Fund | -- | 64172.951 | 22.3472 | Security Benefit Life Insurance Co./SBL Variable Annuity Account XIV One Security Benefit Place Topeka, KS 66636-0001 |
| Multi-Hedge Strategies Fund | -- | 857536.503 | 56.2436 | Nationwide Insurance Company/NWVA4 c/o IPO Portfolio Accounting P.O. Box 182029 Columbus, OH 43218-2029 |
| Multi-Hedge Strategies Fund | -- | 94906.389 | 6.2246 | Jefferson National Life Insurance Co./Attn: Separate Account 10350 Ormsby Park Place, Suite 600 Louisville, KY 40223 |
| Multi-Hedge Strategies Fund | -- | 94823.86 | 6.2192 | Security Benefit Life Insurance Co./SBL Variable Annuity Account XIV One Security Benefit Place Topeka, KS 66636-0001 |
| Multi-Hedge Strategies Fund | -- | 85233.195 | 5.5902 | Midland National Life Insurance Company 4350 Westown Parkway West Des Moines, IA 50266 |
| Multi-Hedge Strategies Fund | -- | 203883.982 | 13.3722 | The Lincoln National Life Insurance Company 1300 South Clinton Street Fort Wayne, IN 46802 |
NASDAQ-100® Fund | -- | 452744.879 | 27.7914 | Nationwide Insurance Company/NWVA4 c/o IPO Portfolio Accounting P.O. Box 182029 Columbus, OH 43218-2029 |
NASDAQ-100® Fund | -- | 372368.456 | 22.8575 | Jefferson National Life Insurance Co./Attn: Separate Account 10350 Ormsby Park Place, Suite 600 Louisville, KY 40223 |
NASDAQ-100® Fund | -- | 85150.658 | 5.2269 | Ameritas Life Insurance Corp./Separate Account LLVA Attn: Variable Trades 5900 O Street Lincoln, NE 68510 |
NASDAQ-100® Fund | -- | 122103.339 | 7.4952 | GE Life and Annuity Insurance Co./Attn: Variable Accounting 6610 West Broad Street Richmond, VA 23230 |
NASDAQ-100® Fund | -- | 150867.229 | 9.2608 | Security Benefit Life Insurance Co./SBL Variable Annuity Account XIV One Security Benefit Place Topeka, KS 66636-0001 |
F-77
Fund | Share Class | Amount of Shares Owned | Percentage of the Class | Name and Address of Beneficial Owner |
NASDAQ-100® Fund | -- | 197348.742 | 12.1141 | Prudential Annuities Life Assurance Co./Attn: Separate Accounts Trade Confirms 213 Washington Street, Floor 7 Newark, NJ 07102 |
NASDAQ-100® 2x Strategy Fund | -- | 404331.821 | 34.2536 | Nationwide Insurance Company/NWVA4 c/o IPO Portfolio Accounting P.O. Box 182029 Columbus, OH 43218-2029 |
NASDAQ-100® 2x Strategy Fund | -- | 565192.185 | 47.8811 | Jefferson National Life Insurance Co./Attn: Separate Account 10350 Ormsby Park Place, Suite 600 Louisville, KY 40223 |
NASDAQ-100® 2x Strategy Fund | -- | 201590.847 | 17.078 | Security Benefit Life Insurance Co./SBL Variable Annuity Account XIV One Security Benefit Place Topeka, KS 66636-0001 |
| Nova Fund | -- | 72946.768 | 24.3068 | Nationwide Insurance Company/NWVA4 c/o IPO Portfolio Accounting P.O. Box 182029 Columbus, OH 43218-2029 |
| Nova Fund | -- | 165087.903 | 55.0095 | Jefferson National Life Insurance Co./Attn: Separate Account 10350 Ormsby Park Place, Suite 600 Louisville, KY 40223 |
| Nova Fund | -- | 20295.872 | 6.7628 | Security Benefit Life Insurance Co./SBL Variable Annuity Account XIV One Security Benefit Place Topeka, KS 66636-0001 |
| Precious Metals Fund | -- | 261254.791 | 38.0727 | Nationwide Insurance Company/NWVA4 c/o IPO Portfolio Accounting P.O. Box 182029 Columbus, OH 43218-2029 |
| Precious Metals Fund | -- | 196638.364 | 28.6561 | Jefferson National Life Insurance Co./Attn: Separate Account 10350 Ormsby Park Place, Suite 600 Louisville, KY 40223 |
| Precious Metals Fund | -- | 109251.466 | 15.9212 | Ameritas Life Insurance Corp./Separate Account LLVA Attn: Variable Trades 5900 O Street Lincoln, NE 68510 |
| Precious Metals Fund | -- | 111315.912 | 16.222 | Security Benefit Life Insurance Co./SBL Variable Annuity Account XIV One Security Benefit Place Topeka, KS 66636-0001 |
| Real Estate Fund | -- | 124052.31 | 33.4487 | Nationwide Insurance Company/NWVA4 c/o IPO Portfolio Accounting P.O. Box 182029 Columbus, OH 43218-2029 |
F-78
Fund | Share Class | Amount of Shares Owned | Percentage of the Class | Name and Address of Beneficial Owner |
| Real Estate Fund | -- | 120166.636 | 32.401 | Jefferson National Life Insurance Co./Attn: Separate Account 10350 Ormsby Park Place, Suite 600 Louisville, KY 40223 |
| Real Estate Fund | -- | 120185.75 | 32.4062 | Security Benefit Life Insurance Co./SBL Variable Annuity Account XIV One Security Benefit Place Topeka, KS 66636-0001 |
| Retailing Fund | -- | 26638.238 | 53.5674 | Nationwide Insurance Company/NWVA4 c/o IPO Portfolio Accounting P.O. Box 182029 Columbus, OH 43218-2029 |
| Retailing Fund | -- | 8836.81 | 17.7701 | Jefferson National Life Insurance Co./Attn: Separate Account 10350 Ormsby Park Place, Suite 600 Louisville, KY 40223 |
| Retailing Fund | -- | 10971.904 | 22.0636 | Security Benefit Life Insurance Co./SBL Variable Annuity Account XIV One Security Benefit Place Topeka, KS 66636-0001 |
Russell 2000® 1.5x Strategy Fund | -- | 39912.794 | 48.81 | Nationwide Insurance Company/NWVA4 c/o IPO Portfolio Accounting P.O. Box 182029 Columbus, OH 43218-2029 |
Russell 2000® 1.5x Strategy Fund | -- | 12384.694 | 15.1454 | Jefferson National Life Insurance Co./Attn: Separate Account 10350 Ormsby Park Place, Suite 600 Louisville, KY 40223 |
Russell 2000® 1.5x Strategy Fund | -- | 18584.134 | 22.7268 | Ameritas Life Insurance Corp./Separate Account LLVA Attn: Variable Trades 5900 O Street Lincoln, NE 68510 |
Russell 2000® 1.5x Strategy Fund | -- | 10847.457 | 13.2655 | Security Benefit Life Insurance Co./SBL Variable Annuity Account XIV One Security Benefit Place Topeka, KS 66636-0001 |
Russell 2000® 2x Strategy Fund | -- | 3426.624 | 37.7558 | Jefferson National Life Insurance Co./Attn: Separate Account 10350 Ormsby Park Place, Suite 600 Louisville, KY 40223 |
Russell 2000® 2x Strategy Fund | -- | 5584.189 | 61.5287 | Security Benefit Life Insurance Co./SBL Variable Annuity Account XIV One Security Benefit Place Topeka, KS 66636-0001 |
S&P 500® 2x Strategy Fund | -- | 90680.455 | 58.1062 | Nationwide Insurance Company/NWVA4 c/o IPO Portfolio Accounting P.O. Box 182029 Columbus, OH 43218-2029 |
F-79
Fund | Share Class | Amount of Shares Owned | Percentage of the Class | Name and Address of Beneficial Owner |
S&P 500® 2x Strategy Fund | -- | 49769.834 | 31.8915 | Jefferson National Life Insurance Co./Attn: Separate Account 10350 Ormsby Park Place, Suite 600 Louisville, KY 40223 |
S&P 500® 2x Strategy Fund | -- | 13923.422 | 8.9218 | Security Benefit Life Insurance Co./SBL Variable Annuity Account XIV One Security Benefit Place Topeka, KS 66636-0001 |
S&P 500® Pure Growth Fund | -- | 471123.862 | 60.6413 | Nationwide Insurance Company/NWVA4 c/o IPO Portfolio Accounting P.O. Box 182029 Columbus, OH 43218-2029 |
S&P 500® Pure Growth Fund | -- | 115045.892 | 14.8082 | Jefferson National Life Insurance Co./Attn: Separate Account 10350 Ormsby Park Place, Suite 600 Louisville, KY 40223 |
S&P 500® Pure Growth Fund | -- | 100257.361 | 12.9047 | Security Benefit Life Insurance Co./SBL Variable Annuity Account XIV One Security Benefit Place Topeka, KS 66636-0001 |
S&P 500® Pure Growth Fund | -- | 79846.706 | 10.2775 | Midland National Life Insurance Company 4350 Westown Parkway West Des Moines, IA 50266 |
S&P 500® Pure Value Fund | -- | 341421.858 | 62.0544 | Nationwide Insurance Company/NWVA4 c/o IPO Portfolio Accounting P.O. Box 182029 Columbus, OH 43218-2029 |
S&P 500® Pure Value Fund | -- | 60745.776 | 11.0407 | Jefferson National Life Insurance Co./Attn: Separate Account 10350 Ormsby Park Place, Suite 600 Louisville, KY 40223 |
S&P 500® Pure Value Fund | -- | 131412.301 | 23.8845 | Security Benefit Life Insurance Co./SBL Variable Annuity Account XIV One Security Benefit Place Topeka, KS 66636-0001 |
S&P MidCap 400® Pure Growth Fund | -- | 215790.298 | 57.1151 | Nationwide Insurance Company/NWVA4 c/o IPO Portfolio Accounting P.O. Box 182029 Columbus, OH 43218-2029 |
S&P MidCap 400® Pure Growth Fund | -- | 45942.761 | 12.16 | Jefferson National Life Insurance Co./Attn: Separate Account 10350 Ormsby Park Place, Suite 600 Louisville, KY 40223 |
S&P MidCap 400® Pure Growth Fund | -- | 65485.706 | 17.3326 | Security Benefit Life Insurance Co./SBL Variable Annuity Account XIV One Security Benefit Place Topeka, KS 66636-0001 |
F-80
Fund | Share Class | Amount of Shares Owned | Percentage of the Class | Name and Address of Beneficial Owner |
S&P MidCap 400® Pure Growth Fund | -- | 45030.15 | 11.9185 | Midland National Life Insurance Company 4350 Westown Parkway West Des Moines, IA 50266 |
S&P MidCap 400® Pure Value Fund | -- | 162639.328 | 72.2941 | Nationwide Insurance Company/NWVA4 c/o IPO Portfolio Accounting P.O. Box 182029 Columbus, OH 43218-2029 |
S&P MidCap 400® Pure Value Fund | -- | 28100.42 | 12.4908 | Jefferson National Life Insurance Co./Attn: Separate Account 10350 Ormsby Park Place, Suite 600 Louisville, KY 40223 |
S&P MidCap 400® Pure Value Fund | -- | 30319.676 | 13.4772 | Security Benefit Life Insurance Co./SBL Variable Annuity Account XIV One Security Benefit Place Topeka, KS 66636-0001 |
S&P SmallCap 600® Pure Growth Fund | -- | 123352.257 | 53.7753 | Nationwide Insurance Company/NWVA4 c/o IPO Portfolio Accounting P.O. Box 182029 Columbus, OH 43218-2029 |
S&P SmallCap 600® Pure Growth Fund | -- | 61345.524 | 26.7435 | Jefferson National Life Insurance Co./Attn: Separate Account 10350 Ormsby Park Place, Suite 600 Louisville, KY 40223 |
S&P SmallCap 600® Pure Growth Fund | -- | 35624.887 | 15.5306 | Security Benefit Life Insurance Co./SBL Variable Annuity Account XIV One Security Benefit Place Topeka, KS 66636-0001 |
S&P SmallCap 600® Pure Value Fund | -- | 61153.208 | 44.9052 | Nationwide Insurance Company/NWVA4 c/o IPO Portfolio Accounting P.O. Box 182029 Columbus, OH 43218-2029 |
S&P SmallCap 600® Pure Value Fund | -- | 47331.638 | 34.756 | Jefferson National Life Insurance Co./Attn: Separate Account 10350 Ormsby Park Place, Suite 600 Louisville, KY 40223 |
S&P SmallCap 600® Pure Value Fund | -- | 18961.443 | 13.9235 | Security Benefit Life Insurance Co./SBL Variable Annuity Account XIV One Security Benefit Place Topeka, KS 66636-0001 |
S&P SmallCap 600® Pure Value Fund | -- | 8736.334 | 6.4151 | FSBL Variable Account A/Attn: Denise Machell – Finance One Security Benefit Place Topeka, KS 66636-001 |
| Strengthening Dollar 2x Strategy Fund | -- | 27503.75 | 40.8264 | Nationwide Insurance Company/NWVA4 c/o IPO Portfolio Accounting P.O. Box 182029 Columbus, OH 43218-2029 |
F-81
Fund | Share Class | Amount of Shares Owned | Percentage of the Class | Name and Address of Beneficial Owner |
| Strengthening Dollar 2x Strategy Fund | -- | 30292.964 | 44.9667 | Jefferson National Life Insurance Co./Attn: Separate Account 10350 Ormsby Park Place, Suite 600 Louisville, KY 40223 |
| Strengthening Dollar 2x Strategy Fund | -- | 9371.375 | 13.9108 | Security Benefit Life Insurance Co./SBL Variable Annuity Account XIV One Security Benefit Place Topeka, KS 66636-0001 |
| Technology Fund | -- | 98838.257 | 50.3447 | Nationwide Insurance Company/NWVA4 c/o IPO Portfolio Accounting P.O. Box 182029 Columbus, OH 43218-2029 |
| Technology Fund | -- | 53130.36 | 27.0627 | Jefferson National Life Insurance Co./Attn: Separate Account 10350 Ormsby Park Place, Suite 600 Louisville, KY 40223 |
| Technology Fund | -- | 34279.021 | 17.4605 | Security Benefit Life Insurance Co./SBL Variable Annuity Account XIV One Security Benefit Place Topeka, KS 66636-0001 |
| Telecommunications Fund | -- | 13272.904 | 27.399 | Nationwide Insurance Company/NWVA4 c/o IPO Portfolio Accounting P.O. Box 182029 Columbus, OH 43218-2029 |
| Telecommunications Fund | -- | 22518.705 | 46.4849 | Jefferson National Life Insurance Co./Attn: Separate Account 10350 Ormsby Park Place, Suite 600 Louisville, KY 40223 |
| Telecommunications Fund | -- | 11747.136 | 24.2494 | Security Benefit Life Insurance Co./SBL Variable Annuity Account XIV One Security Benefit Place Topeka, KS 66636-0001 |
| Transportation Fund | -- | 36853.91 | 77.8802 | Nationwide Insurance Company/NWVA4 c/o IPO Portfolio Accounting P.O. Box 182029 Columbus, OH 43218-2029 |
| Transportation Fund | -- | 5025.292 | 10.6195 | Jefferson National Life Insurance Co./Attn: Separate Account 10350 Ormsby Park Place, Suite 600 Louisville, KY 40223 |
| Transportation Fund | -- | 4352.945 | 9.1987 | Security Benefit Life Insurance Co./SBL Variable Annuity Account XIV One Security Benefit Place Topeka, KS 66636-0001 |
| Utilities Fund | -- | 180726.099 | 25.831 | Nationwide Insurance Company/NWVA4 c/o IPO Portfolio Accounting P.O. Box 182029 Columbus, OH 43218-2029 |
F-82
Fund | Share Class | Amount of Shares Owned | Percentage of the Class | Name and Address of Beneficial Owner |
| Utilities Fund | -- | 335237.323 | 47.9151 | Jefferson National Life Insurance Co./Attn: Separate Account 10350 Ormsby Park Place, Suite 600 Louisville, KY 40223 |
| Utilities Fund | -- | 175450.906 | 25.077 | Security Benefit Life Insurance Co./SBL Variable Annuity Account XIV One Security Benefit Place Topeka, KS 66636-0001 |
| U.S. Government Money Market Fund | -- | 63781231.33 | 91.2785 | Security Benefit Life Insurance Co./SBL Variable Annuity Account XIV One Security Benefit Place Topeka, KS 66636-0001 |
| Weakening Dollar 2x Strategy Fund | -- | 4282.763 | 43.2173 | Nationwide Insurance Company/NWVA4 c/o IPO Portfolio Accounting P.O. Box 182029 Columbus, OH 43218-2029 |
| Weakening Dollar 2x Strategy Fund | -- | 2449.486 | 24.7177 | Jefferson National Life Insurance Co./Attn: Separate Account 10350 Ormsby Park Place, Suite 600 Louisville, KY 40223 |
| Weakening Dollar 2x Strategy Fund | -- | 3177.566 | 32.0648 | Security Benefit Life Insurance Co./SBL Variable Annuity Account XIV One Security Benefit Place Topeka, KS 66636-0001 |
F-83
PROXY CARD FOR
RYDEX | SGI [FUND NAME PRINTS HERE]
SECURITY GLOBAL INVESTORS(SM)SIGN , DATE AND VOTE ON THE REVERSE SIDE PROXY VOTING OPTIONS YOUR VOTE IS IMPORTANT NO MATTER HOW MANY SHARES 1. MAIL your signed and voted proxy back in YOU OWN. PLEASE CAST YOUR the postage paid envelope provided PROXY VOTE TODAY! 2. ONLINE at vote.proxyonline.com using your proxy control number found below . 3. By PHONE when you dial toll-free 1-888- 227-9349 to reach an automated touchtone voting line CONTROL NUMBER [RYDEX TRUST NAME] [RYDEX FUND NAME] PROXY FOR A SPECIAL JOINT MEETING OF SHAREHOLDERS - NOVEMBER 22, 2011TO BE HELD ON OCTOBER 24, 2019 The undersigned hereby appoint(s) Joanna Haigney,revokes all previous proxies for his/her shares of the Fund named above and appoints Amy J. Lee, Mark E. Mathiasen, and Beth Miller,Michael P. Megaris, or any one of them, proxies, each of them with full power of substitution, to vote and act with respect to all shares of the above referenced fund (the "Fund")
which the undersigned is entitled to vote at the Special Meetingspecial meeting of shareholders of Rydex Series Funds, Rydex Dynamic Funds and Rydex Variable Trust (collectively, the Fund“Trusts”) to be held at 805 King Farm Boulevard, Suite 600, Rockville,
Maryland 20850the offices of Guggenheim Partners, LLC, located at 227 West Monroe Street, Chicago, Illinois 60606, on November 22, 2011October 24, 2019, at 1:10:00 p.m. ET,a.m. Central Time (with any postponements, adjournments or any other meeting called for voting on the below proposals, the “Meeting”) upon the matters set forth on the reverse side (the “Proposals”) and instructs them to vote upon any other matters that may properly be acted upon at any adjournment(s)
or postponements thereof.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS. THISthe Meeting. Please refer to the Proxy Statement for a discussion of Proposal 1. Important Notice Regarding the Availability of Proxy Materials for the Special Meeting of Shareholders to be held on October 24, 2019. These proxy materials are available at: http://www.proxyonline.com/docs/Rydex [PROXY ID NUMBER HERE] [BAR CODE HERE] [CUSIP HERE]
[FUND NAME] PROXY CARD WILLYOUR SIGNATURE IS REQUIRED FOR YOUR VOTE TO BE VOTED AS INSTRUCTED._______________________________________________________________ COUNTED. SIGNATURE (AND TITLE IF NO SPECIFICATION IS MADE, THE PROXY CARD WILL BE
VOTED "FOR" THE PROPOSALS. THE PROXIES ARE AUTHORIZED, IN THEIR DISCRETION, TO
VOTE UPON SUCH MATTERS AS MAY COME BEFORE THE SPECIAL MEETING OR ANY
ADJOURNMENTS.
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| TAG ID: 123456 |
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| NA1 - RYDEX SGI - BALLOT 3 - RYDEX STATEMENT |
| NA2 - RYDEX SGI - BALLOT 3 - RYDEX STATEMENT |
| NA3 - RYDEX SGI - BALLOT 3 - RYDEX STATEMENT |
| NA4 - RYDEX SGI - BALLOT 3 - RYDEX STATEMENT |
| NA5 - RYDEX SGI - BALLOT 3 - RYDEX STATEMENT |
| NA6 - RYDEX SGI - BALLOT 3 - RYDEX STATEMENT |
| NA7 - RYDEX SGI - BALLOT 3 - RYDEX STATEMENT |
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NOTE: This proxy must be signedAPPLICABLE) DATE Please sign exactly as your name(s)name appears here on.on this Proxy. If joint owners, EITHER, may sign this Proxy. When signing as
an attorney, executor, administrator, trustee, guardian or in some representative capacity or as ancorporate officer, _______________________________________________________________ please give your full title. SIGNATURE (IF HELD JOINTLY) DATE This proxy is solicited on behalf of a corporation, please add titles as such. Joint owners must each
sign. By signingthe Trusts’ Boards of Trustees, and Proposal 1 has been approved by the Boards of Trustees and recommended for approval by shareholders. When properly executed, this proxy card, you acknowledge that you have receivedwill be voted as specified. If no specification is made, this proxy will be voted “FOR” Proposal 1. The proxy will be voted in accordance with the proxy statementholders’ judgment as to any other matters that may properly arise at the proxy card accompanies.
________________________________________________________________________________
Shareholder sign here Date
________________________________________________________________________________
Joint owner sign here Date
PLEASE SEEMeeting. THE INSTRUCTIONS BELOW IFBOARDS OF TRUSTEES OF THE TRUSTS RECOMMENDS THAT YOU WISH TO VOTE BY PHONE (live proxy
representative or touch-tone phone), BY MAIL OR VIA THE INTERNET. Please use
whichever method is most convenient for you. If you choose to vote via the
Internet or by phone, you should not mail your proxy card. Please vote today!
[FUND NAME PRINTS HERE]
QUESTIONS ABOUT THIS PROXY? Should you have any questions about the proxy
materials or regarding how to vote your shares, please contact our proxy
information line TOLL-FREE AT 1-877-864-5058. Representatives are available
Monday through Friday 9:00 a.m. to 11:00 p.m. Eastern Time. We have retained The
Altman Group to assist our shareholders in the voting process. If we have not
received your proxy card or vote as the date of the Special meeting approaches,
representatives from The Altman Group may call you to remind you to exercise
your vote.“FOR” PROPOSAL 1. TO VOTE, MARK BOXESCIRCLES BELOW IN BLUE OR BLACK INK AS FOLLOWS. Example: [ ]● 1. To elect the following ten nominees to the Board of Trustees of each Trust FOR WITHHOLD ALL ALL 1. Randall C. Barnes ○ ○ 2. Angela Brock-Kyle 3. Donald A. Chubb, Jr. FOR ALL EXCEPT: 4. Jerry B. Farley ○ 5. Roman Friedrich III 6. Thomas F. Lydon, Jr. (write in nominee name(s) 7. Ronald A. Nyberg above) 8. Sandra G. Sponem 9. Ronald E. Toupin, Jr. 10. Amy J. Lee 2. To transact such other business as may properly come before the Meeting. THANK YOU MAY VOTE ON THE PROPOSED CHANGES ON THE PROPOSALS AS A GROUP OR
INDIVIDUALLY. PLEASE USE ONLY ONE METHOD.
YOU MAY HAVE RECEIVED MORE THAN ONE BALLOT DUE TO MULTIPLE INVESTMENTS IN THE
FUNDS. PLEASE REMEMBER TO VOTE ALL OF YOUR BALLOTS! Remember to SIGN AND DATE
THE REVERSE SIDE before mailing in your vote. This proxy card is valid only when
signed and dated. Thank you for voting.FOR VOTING [PROXY ID NUMBER HERE] [BAR CODE HERE] [CUSIP HERE]