UNITED STATES

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No.)
Filed by the Registrant  [X]
Filed by a Party other than the Registrant  [    ]
Check the appropriate box:
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No.)
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[X]Preliminary Proxy Statement
[ ]Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
[ ]Definitive Proxy Statement
[ ]Definitive Additional Materials
[ ]Soliciting Material Pursuant to §240.14a-12
(Name of Registrant as Specified In Its Charter)Guggenheim Variable Funds Trust
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
 
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X]No fee required.
[ ]Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
 (1)Title of each class of securities to which transaction applies:
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[ ]Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
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GUGGENHEIM VARIABLE FUNDS TRUST

805 King Farm Boulevard, Suite 600
Rockville, Maryland 20850
(301) 296-5100

To the owners of variable annuity contracts and variable life insurance policies entitled to provide voting instructions:
A special meeting of shareholders of Series A (StylePlus – Large Core Series) (“Series A”), Series B (Large Cap Value Series) (“Series B”), Series D (World Equity Income Series) (“Series D”), Series J (StylePlus – Mid Growth Series) (“Series J”), Series N (Managed Asset Allocation Series) (“Series N”), Series O (All Cap Value Series) (“Series O”), Series Q (Small Cap Value Series) (“Series Q”), Series V (Mid Cap Value Series) (“Series V”), Series X (StylePlus – Small Growth Series) (“Series X”), Series Y (StylePlus – Large Growth Series) (“Series Y”), and Series Z (Alpha Opportunity Series) (“Series Z”) (each, a “Fund” and, collectively, the “Funds”), each a series of Guggenheim Variable Funds Trust (the “Trust”), will be held on April 20, 2017 at 1:00 p.m. Central Time, at 227 West Monroe Street, 7th Floor, Chicago, Illinois 60606 (and any postponements or adjournments thereof, the “Meeting”). Although the separate accounts of certain insurance companies are the only shareholders of record of the Funds, you are receiving this letter and the enclosed Proxy Statement because you are among those who own a variable annuity contract or a variable life insurance policy (each, a “Contract”) issued by an insurance company that offers one or more of the Funds as underlying investment options for the contract or policy (each, a “Participating Insurance Company”) and have allocated a portion of your Contract value to one or more of the Funds (each, a “Contract Owner”). For ease of reference, Contract Owners are also referred to as “shareholders” of the Funds.
The Participating Insurance Companies will vote the shares attributable to each Fund at the Meeting in accordance with the voting instructions received from Contract Owners. As a Contract Owner, you have the right to instruct the Participating Insurance Company that issued your Contract on how shares of each Fund attributable to your Contract should be voted as though you are a direct shareholder of the Fund. You are being asked to provide your voting instructions to the Participating Insurance Company that issued your Contract on a proposal to approve the adoption of a Distribution and Shareholder Services Plan for the Funds (the “Distribution Plan”) to help promote the distribution of the Funds to a broader base of investors, as described below and in the enclosed proxy materials. More information about the Distribution Plan, and a voting instruction card, is available in the enclosed proxy materials. The Trust anticipates that the Participating Insurance Companies will accept voting instructions until on or about the close of business on April 19, 2017.
At a meeting held on March 1, 2017, the Board of Trustees (the “Board”) of the Trust considered and approved the adoption of the Distribution Plan for the Funds, subject to approval by shareholders of the Funds. The Board recommends that the shareholders of the Funds vote “FOR” the adoption of the Distribution Plan.



If the Distribution Plan is approved by shareholders of a Fund, the Fund would pay a new, asset-based fee for distribution, administrative and shareholder services at an annual rate of average daily net assets of up to 0.25%. However, as discussed in more detail in the attached proxy materials, to offset (and more than offset in some cases)this new fee, the Board and Security Investors, LLC (also known as Guggenheim Investments), the Funds’ investment adviser (the “Investment Manager”), have agreed to contractually reduce the investment advisory fee charged by the Investment Manager with respect to Series N, Series Q, Series X, and Series Y, and to implement an expense limitation agreement with respect to Series A, Series B, Series D, Series J, Series O, Series Q, Series V, Series X, and Series Y for a period of at least five years unless terminated earlier by the Board. The current expense limitation with respect to Series Z would remain in place for a period of at least five years unless terminated earlier by the Board. The expense limitation agreement is currently scheduled to remain in place until May 1, 2022, although it may be renewed by the Board and the Investment Manager. However, shareholder approval would be required to subsequently increase the investment advisory fee for Series N, Series Q, Series X, and Series Y.
Therefore, if shareholders approve the Distribution Plan, the 12b-1 fee under the Distribution Plan will be offset (and more than offset in some cases) by the reduction in the investment advisory fee and/or the expense limitation arrangement, and net expenses for each Fund will not immediately increase as a result of the Distribution Plan.
The proposal requires approval by shareholders of a Fund to be implemented for that Fund. Accordingly, by the attached Proxy Statement, we are requesting that you vote to approve the proposal for the applicable Fund, as described above and in more detail in the attached proxy materials.
If you are a Contract Owner with an investment in any Fund as of the close of business on March 3, 2017, you are entitled to vote at the Meeting, even if you no longer own a Contract.
The Board has unanimously approved the Distribution Plan, subject to shareholder approval, and recommends that you vote “FOR” the proposal. Although the Board has determined that the proposal is in your best interest, the final decision is yours.
You can vote in one of four ways:
By mail with the enclosed voting instruction card – be sure to sign, date and return it in the enclosed postage-paid envelope;
Through the website listed in the proxy voting instructions;
By telephone using the toll-free number listed in the proxy voting instructions; or
In person at the Meeting.
We encourage you to vote over the Internet or by telephone, using the voting control number that appears on your voting instruction card. Your vote is extremely important. Shareholder meetings of the Funds do not generally occur with great frequency, so we ask that you take the time to carefully



consider and vote on this important proposal. Please read the enclosed information carefully before voting. If you have any questions, please call AST Fund Solutions, LLC, the Funds’ proxy solicitor, at 1-888-567-1626.
Proxies may be revoked prior to the Meeting by timely executing and submitting a revised proxy (following the methods noted above), by giving written notice of revocation to the Secretary of the Trust prior to the Meeting, or by voting in person at the Meeting.
We appreciate your participation and prompt response in this matter and thank you for your continued support.
Sincerely,
Donald C. Cacciapaglia
President, Chief Executive Officer and Trustee of the Trust




IMPORTANT NEWS FOR SHAREHOLDERS
By its very nature, the following “Questions and Answers” section is a summary and is not intended to be as detailed as the discussion found in the enclosed Proxy Statement. For that reason, the information is qualified in its entirety by reference to the enclosed Proxy Statement.
QUESTIONS AND ANSWERS
General
Q.Why am I receiving this Proxy Statement?
A.
You are receiving these proxy materials — a booklet that includes the Proxy Statement and your voting instruction card — because you are among those who own a variable annuity contract or a variable life insurance policy (each, a “Contract”) issued by an insurance company that offers one or more of the Funds (as defined below) as underlying investment options for the contract or policy (the “Participating Insurance Companies”) and have allocated a portion of your Contract value to a Fund (each, a “Contract Owner”). As a Contract Owner, you have the right to instruct the Participating Insurance Company that issued your Contract on how shares of Series A (StylePlus – Large Core Series) (“Series A”), Series B (Large Cap Value Series) (“Series B”), Series D (World Equity Income Series) (“Series D”), Series J (StylePlus – Mid Growth Series) (“Series J”), Series N (Managed Asset Allocation Series) (“Series N”), Series O (All Cap Value Series) (“Series O”), Series Q (Small Cap Value Series) (“Series Q”), Series V (Mid Cap Value Series) (“Series V”), Series X (StylePlus – Small Growth Series) (“Series X”), Series Y (StylePlus – Large Growth Series) (“Series Y”), and Series Z (Alpha Opportunity Series) (“Series Z”) (each, a “Fund” and, collectively, the “Funds”), each a series of Guggenheim Variable Funds Trust (the “Trust”), attributable to your Contract should be voted at a special meeting of shareholders of the Funds scheduled to be held on April 20, 2017 (and any postponements or adjournments thereof, the “Meeting”). In particular, you are being asked to vote on a proposal to adopt a Distribution and Shareholder Services Plan (the “Distribution Plan”) pursuant to Rule 12b-1 under the Investment Company Act of 1940, as amended (the “1940 Act”) (the “Proposal”), which requires the approval of variable annuity contract and variable life insurance policy (“insurance product”) owners. The Participating Insurance Company that issued your Contract will furnish this Proxy Statement to the Contract Owners that have allocated a portion of their contract values to a Fund (i.e., Contract Owners that indirectly own shares of the Funds to be voted at the Meeting), and will solicit voting instructions from those Contract Owners. For ease of reference, throughout this Questions and Answers section, Contract Owners are also referred to as “shareholders” of the Funds and a voting instruction is referred to as a “vote.”
The Board of Trustees (“Board”) of the Trust approved the Distribution Plan, subject to shareholder approval, and recommends that the shareholders of the Funds approve the Distribution Plan. If the Distribution Plan is approved by shareholders of a Fund, the Fund would pay a new, asset-based fee for distribution, administrative and shareholder services. However, to offset (and more than offset in some cases) this new fee, the Board and Security



Investors, LLC (also known as Guggenheim Investments), the Funds’ investment adviser (the “Investment Manager”), have agreed to contractually reduce the investment advisory fee charged by the Investment Manager with respect to Series N, Series Q, Series X, and Series Y, and implement an expense limitation agreement with respect to Series A, Series B, Series D, Series J, Series O, Series Q, Series V, Series X, and Series Y and continue the current expense limitation with respect to Series Z that, in each case, will run through at least May 1, 2022. The Board has unanimously approved the Distribution Plan, subject to shareholder approval, and recommends that you vote “FOR” the Proposal. Although the Board has determined that the Proposal is in your best interest, the final decision is yours, as described below.
Q.Why am I being asked to vote?
A.
Although the Board has approved the Distribution Plan, the Distribution Plan cannot be implemented without the required shareholder approval of the Proposal.You are, or were, as of March 3, 2017 (the “Record Date”), a shareholder in one or more of the Funds.
Proposed Distribution Plan
Q.What would the fees paid under the Distribution Plan pay for?
A.The Distribution Plan would be adopted pursuant to Rule 12b-1 under the 1940 Act, which permits a mutual fund to use a portion of its assets to pay for the distribution of its own shares, provided certain conditions are met. The Distribution Plan would permit the Funds to compensate Guggenheim Funds Distributors, LLC (“Guggenheim Funds Distributors”), the Funds’ principal underwriter, and others to help promote the distribution of the Funds to a broader base of investors, and for providing distribution, shareholder and administrative services. These services may include, for example: compensation of insurance companies and their affiliates, broker-dealers, and sales personnel; the printing and mailing of prospectuses to other than current shareholders; the preparation of statements for shareholders; the printing and mailing of sales literature; and advertising. The fee paid by a fund pursuant to this type of plan is commonly referred to as a “12b-1 fee.”
Q.    Would the Distribution Plan result in higher net expenses to the Funds?
A.
No, the Distribution Plan is not expected to initially result in higher net expenses for the Funds.If the Distribution Plan is approved by the Funds’ shareholders, the Board and the Investment Manager have agreed to offset (and more than offset in the case of Series X and Series Y) the 12b-1 fee by: (i) contractually reducing the investment advisory fee charged by the Investment Manager to Series Nin the same amount as the fee to be charged under the Distribution Plan (0.25%); (ii) contractually reducing the investment advisory fee charged by the Investment Manager to Series Q by 0.20% (and implementing the expense limitation described below); and (iii) contractually reducing the investment advisory fee charged by the Investment Manager to Series X and Series Y by 0.10% (and implementing the expense limitation described below). In addition, the Board and the Investment Manager have agreed to implement an expense limitation agreement for a period of at least five years



unless terminated earlier by the Board that would result in the Investment Manager (i) waiving [0.25]% in certain fees and expenses for [Series A, Series B, Series D, Series J, Series O, Series V, and Series X]; and (ii) waiving [0.05]% and [0.35]% in certain fees and expenses for [Series Q and Series Y], respectively. The current expense limitation with respect to Series Z would remain in place for a period of at least five years unless terminated earlier by the Board. As a result, the total net expenses of these Funds are not expected to immediately increase as a result of the 12b-1 fees. The expense limitation agreement would remain in place until May 1, 2022 (without extension or renewal) or when the Investment Manager ceases to serve as such (subject to recoupment rights). Absent the continuation of the expense limitation agreement, the net expenses for Series A, Series B, Series D, Series J, Series O, Series Q, Series V, Series X, Series Y, and Series Z may ultimately be higher than these Series’ current net expenses. However, shareholder approval would be required to subsequently increase the investment advisory fee for Series N, Series Q, Series X, and Series Y.
Q.    Why is the Board recommending approval of the Distribution Plan?
A:[The Board recommends the approval of the Distribution Plan after finding that there is a reasonable likelihood that the Distribution Plan will benefit the Funds and their shareholders for several reasons.  Based on the recommendation by the Investment Manager, the Board believes the Distribution Plan should assist the Funds in seeking additional distribution channels in the variable insurance products industry (notably, unaffiliated insurance companies), which, if successful, may result in increased fund assets and potential economies of scale that could benefit shareholders.  [Currently, the Funds are relatively small in size and have limited or negative net flows, which may impact the long-term viability of the Funds.]  The Board also noted the information from the Investment Manager regarding the prevalence of similar plans in the insurance products industry and believes that the Distribution Plan is a reasonable method for compensating insurance companies and their affiliates for distribution and shareholder and administrative services.  The Board also noted that the implementation of the Distribution Plan is not expected to immediately lead to higher net expenses for the Funds as a result of the reduction in the investment advisory fee and/or the implementation of the expense limitation agreement through May 1, 2022, as applicable to each Fund.]
Voting
Q.Who is asking for my vote?
A.Your vote is being solicited by the Trust for use at the Meeting for the purposes stated in the enclosed Notice of Special Meeting of Shareholders.
Q.How does the Board suggest that I vote?
A.
After careful consideration, the Board unanimously recommends that you vote “FOR” the Proposal. Please see the section entitled “Board Recommendation” for a summary of the Board’s considerations in making this recommendation.



Q.Why am I receiving information about Funds I do not own?
A.The Proposal is similar for each Fund, and management of the Funds has concluded that it is cost-effective to hold the Meeting concurrently for the Funds. You will be asked to vote separately on the Proposal with respect to the Fund(s) that you own.
Q.What vote is required to approve the Proposal?
A.Pursuant to Rule 12b-1 under the 1940 Act, the Distribution Plan as it relates to a Fund must be approved by an affirmative vote of a majority of the outstanding voting securities of the Fund. Under the 1940 Act, a majority of a Fund’s outstanding voting securities means the lesser of (1) 67% of the outstanding shares represented at a meeting at which more than 50% of the Fund’s outstanding shares are present in person or represented by proxy or (2) more than 50% of the Fund’s outstanding voting securities.
Assuming that the requisite levels of aggregate shareholder consent are attained, an unfavorable vote on a Proposal by the shareholders of one Fund will not affect the implementation of the Proposal by any other Fund if the Proposal is approved by shareholders of that other Fund.
Q.Will my vote make a difference?
A.
Yes! Your vote is needed to ensure that the Proposal can be acted upon. We encourage all shareholders to participate in the governance of their Funds. Additionally, your immediate response on the enclosed voting instruction card, on the Internet or over the phone will help save the costs of any further solicitations.
Q.If I am a small investor, why should I bother to vote?
A.
You should vote because every vote is important. As described in the proxy materials, the Participating Insurance Companies use proportional voting. As a result, if a large number of Contract Owners fail to provide voting instructions, a small number of Contract Owners may determine the outcome of the vote.
Q.How will my vote be counted?
A.As a shareholder at the close of business on the Record Date, you have the right to instruct the Participating Insurance Company that issued your Contract on how shares of the Fund(s) attributable to your Contract should be voted as though you are a direct shareholder of the Fund(s). As noted above, if your voting instructions are not received, the Participating Insurance Company that issued your Contract will vote the shares attributable to your Contract in proportion to those shares for which voting instructions are received.
Q.How do I place my vote?
A.You may place your vote by mail with the enclosed voting instruction card, on the Internet through the website listed in the proxy voting instructions, by telephone using the toll-free



number listed in the proxy voting instructions, or in person at the Meeting. You may use the enclosed postage-paid envelope to mail your voting instruction card. Please follow the enclosed instructions to use any of these voting methods. If you need more information on how to vote, or if you have any questions, please call the Funds’ proxy solicitation agent at the telephone number below. Proxies may be revoked prior to the Meeting by timely executing and submitting a revised proxy (following the methods noted above), by giving written notice of revocation to the Secretary of the Trust prior to the Meeting, or by voting in person at the Meeting.
Q.Whom do I call if I have questions?
A.We will be happy to answer your questions about this proxy solicitation. If you have questions, please call AST Fund Solutions, LLC at 1-888-567-1626.
PROMPT EXECUTION AND RETURN OF THE ENCLOSED VOTING INSTRUCTION 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 SHOULD YOU PREFER TO VOTE BY ONE OF THOSE METHODS.



GUGGENHEIM VARIABLE FUNDS TRUST

805 King Farm Boulevard, Suite 600
Rockville, Maryland 20850

(301) 296-5100

To the owners of variable annuity contracts and variable life insurance policies entitled to provide voting instructions:

A special meeting of shareholders of Series M (Macro Opportunities Series) (the “Fund”), a series of Guggenheim Variable Funds Trust (the "Trust"), will be held on July 29, 2016 at 1:00 p.m. Central Time, at 227 West Monroe Street, 7th Floor, Chicago, Illinois 60606 (and any postponements or adjournments thereof, the "Meeting"). Although the separate accounts of certain insurance companies are the only shareholders of record of the Fund, you are receiving this letter and the enclosed Proxy Statement because you are among those who own a variable annuity contract or a variable life insurance policy (each, a "Contract") issued by an insurance company that offers the Fund as an underlying investment option (each, a "Participating Insurance Company") and have allocated a portion of your contract value to the Fund (each, a "Contract Owner"). For ease of reference, Contract Owners are also referred to as "shareholders" of the Fund.

The Participating Insurance Companies will vote the shares attributable to the Fund at the Meeting in accordance with the voting instructions received from Contract Owners. As a Contract Owner, you have the right to instruct the Participating Insurance Company that issued your Contract on how shares of the Fund attributable to your Contract should be voted as though you are a direct shareholder of the Fund. You are being asked to provide your voting instructions to the Participating Insurance Company that issued your Contract on a proposal to liquidate the Fund pursuant to a Plan of Liquidation (as defined below) (the “Liquidation Proposal”), as described below and in the enclosed proxy materials. More information about the Plan of Liquidation, and a voting instruction card, is available in the enclosed proxy materials. The Trust anticipates that the Participating Insurance Companies will accept voting instructions until on or about the close of business on July 28, 2016.

At a meeting held on May 17-18, 2016, the Board of Trustees (the “Board”) of the Trust considered and approved a proposal to liquidate the Fund pursuant to a plan of liquidation (the "Plan of Liquidation"), subject to approval by shareholders of the Fund. The Board recommends that the shareholders of the Fund vote "FOR" the Plan of Liquidation.

If the Plan of Liquidation is approved by shareholders, the Fund would cease its business as an investment company, and all of the Fund's portfolio securities and other assets would be converted into cash, cash equivalents or other liquid assets consistent with the terms of the Plan of Liquidation. In accordance with the Plan of Liquidation, the Fund would also pay all of its known and reasonably


ascertainable debts, make a liquidating distribution ratably according to the number of shares held by each shareholder as of the close of business on the Liquidation Date and otherwise wind-up its operations. If the Plan of Liquidation is approved, the Fund is expected to be liquidated on or about August 5, 2016 (the "Liquidation Date").
As described in more detail in the enclosed proxy materials, you may transfer your contract value allocated to the Fund in advance of the Liquidation Date to any of the other investment options available under your Contract in accordance with the terms of your Contract. If you do not transfer your contract value allocated to the Fund to another investment option available under your Contract by the Liquidation Date, or if you do not provide transfer instructions to the Participating Insurance Company that issued your Contract prior to the Liquidation Date, the Trust has been informed that the Participating Insurance Company will transfer the liquidation proceeds related to your contract value allocated to the Fund to a default investment option selected by the Participating Insurance Company, as identified in the discussion under "Proposal 1" of the enclosed Proxy Statement.  The transfer of your contract value allocated to the Fund will not affect the value of your Contract.
The liquidation and transfer of contract values in connection with the Liquidation Proposal will not create a U.S. federal income tax liability for Contract Owners, subject to the continued compliance through the Liquidation Date or transfer of contract values of both the Fund and the Participating Insurance Company with the applicable U.S. federal income tax rules governing such arrangements.
You can vote in one of four ways:
•By mail with the enclosed voting instruction card – be sure to sign, date and return it in the enclosed postage-paid envelope;

•On the Internet through the website listed in the proxy voting instructions;

•By telephone using the toll-free number listed in the proxy voting instructions; or

•In person at the Meeting.

We encourage you to vote over the Internet or by telephone, using the voting control number that appears on your voting instruction card. Your vote is important. We ask that you take the time to carefully consider and vote on the Liquidation Proposal. Please read the enclosed information carefully before voting. If you have any questions, please call AST Fund Solutions, LLC, the Fund's proxy solicitor, at 1-800-331-5908.
Proxies may be revoked prior to the Meeting by timely executing and submitting a revised proxy (following the methods noted above), by giving written notice of revocation to the Secretary of the Trust prior to the Meeting or by voting in person at the Meeting.


We appreciate your participation and prompt response in this matter and thank you for your continued support.

Sincerely,


/s/ Donald C. Cacciapaglia

Donald C. Cacciapaglia
President, Chief Executive Officer and Trustee of the Trust


IMPORTANT NEWS FOR SHAREHOLDERS
By its very nature, the following “Questions and Answers” section is a summary and is not intended to be as detailed as the discussion found later in the proxy materials. For that reason, the information is qualified in its entirety by reference to the enclosed Proxy Statement.
QUESTIONS AND ANSWERS
General
Q.Why am I receiving these proxy materials?

A.
You are receiving these proxy materials — a booklet that includes the Proxy Statement and your voting instruction card — because you are among those who own a variable annuity contract or a variable life insurance policy (each, a "Contract") issued by the insurance companies that offer the Fund as an underlying investment option (the "Participating Insurance Companies") and have allocated a portion of your contract value to the Fund (each, a "Contract Owner"). As a Contract Owner, you have the right to instruct the Participating Insurance Company that issued your Contract on how shares of Series M (Macro Opportunities Series) (the “Fund”), a series of Guggenheim Variable Funds Trust (the “Trust”), attributable to your Contract should be voted at a special meeting of shareholders of the Fund scheduled to be held on July 29, 2016 (and any postponements or adjournments thereof, the “Meeting”). You are being asked to approve a Plan of Liquidation to liquidate the Fund (the “Liquidation Proposal”), as described below and in the enclosed Proxy Statement.
The Participating Insurance Company that issued your Contract will furnish this Proxy Statement to the Contract Owners participating in their separate accounts that are registered with the U.S. Securities and Exchange Commission under the Investment Company Act of 1940 that have allocated a portion of their contract values to the Fund (i.e., Contract Owners that indirectly own shares of the Fund to be voted at the Meeting), and will solicit voting instructions from those Contract Owners. For ease of reference, throughout this Questions and Answers section, Contract Owners that have allocated a portion of their contract values to the Fund are also referred to as "shareholders" of the Fund and a voting instruction is referred to as a “vote.”

Q.Why am I being asked to vote?

A.
You are, or were, as of May 20, 2016 (the "Record Date"), a shareholder of the Fund. The Board of Trustees (the “Board”) of the Trust has approved the Plan of Liquidation (and other related matters), which is subject to approval by shareholders of the Fund. The Board recommends that you vote “FOR” the Liquidation Proposal.



The Plan of Liquidation
Q.Why is the Board recommending approval of the Plan of Liquidation?

A.
As described in the enclosed Proxy Statement, the Board determined that approval of the Plan of Liquidation was in the best interests of shareholders based on a number of factors deemed by the Board to be appropriate.
After careful consideration, the Board unanimously recommends that you vote “FOR” the Liquidation Proposal. Please see the section entitled “Reasons for the Proposed Liquidation” for a summary of the Board’s considerations in making its recommendation.

Q.What are the tax implications of the Plan of Liquidation?
A.
The liquidation and transfer of contract values in connection with the Liquidation Proposal will not create a U.S. federal income tax liability for Contract Owners, subject to the continued compliance through the Liquidation Date or transfer of contract values of both the Fund and the Participating Insurance Company with the applicable U.S. federal income tax rules governing such arrangements.

Voting
Q.Who is asking for my vote?

A.Your vote is being solicited by the Trust for use at the Meeting for the purposes stated in the enclosed Notice of Special Meeting of Shareholders.

Q.What vote is required to approve the Liquidation Proposal?

A.The Plan of Liquidation must be approved by vote of a majority of the shares of the Fund entitled to vote.

Q.Will my vote make a difference?

A.
Yes! Your vote is needed to ensure that the Liquidation Proposal can be acted upon. We encourage all shareholders to participate in the governance of the Trust. Additionally, your immediate response on the enclosed voting instruction card, on the Internet or over the phone will help save the costs of any further solicitations.

Q.If I am a small investor, why should I bother to vote?



A.
You should vote because every vote is important. As described in the proxy materials, the Participating Insurance Companies use proportional voting. As a result, if a large number of Contract Owners fail to provide voting instructions, a small number of Contract Owners may determine the outcome of the vote.

Q.How will my vote be counted?

A.As a shareholder at the close of business on the Record Date, you have the right to instruct the Participating Insurance Company that issued your Contract on how shares of the Fund attributable to your Contract should be voted as though you are a direct shareholder of the Fund. As noted above, if no voting instructions are received, the Participating Insurance Company that issued your Contract will vote the shares attributable to your Contract in proportion to those shares for which voting instructions are received.

Q.How do I place my vote?

A.
You may place your vote by mail with the enclosed voting instruction card, on the Internet through the website listed in the proxy voting instructions, by telephone using the toll-free number listed in the proxy voting instructions, or in person at the Meeting. You may use the enclosed postage-paid envelope to mail your voting instruction card. Please follow the enclosed instructions to use any of these voting methods. If you need more information on how to vote, or if you have any questions, please call the Fund’s proxy solicitation agent at the telephone number below.
Proxies may be revoked prior to the Meeting by timely executing and submitting a revised proxy (following the methods noted above), by giving written notice of revocation to the Secretary of the Trust prior to the Meeting, or by voting in person at the Meeting.


Q.Whom do I call if I have questions?

A.We will be happy to answer your questions about this proxy solicitation. If you have questions, please call AST Fund Solutions, LLC at 1-800-331-5908.
PROMPT EXECUTION AND RETURN OF THE ENCLOSED VOTING INSTRUCTION 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 SHOULD YOU PREFER TO VOTE BY ONE OF THOSE METHODS.


PRELIMINARY PROXY MATERIALS — SUBJECT TO COMPLETION
GUGGENHEIM VARIABLE FUNDS TRUST

805 King Farm Boulevard, Suite 600
Rockville, Maryland 20850
(301) 296-5100
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON JULY 29, 2016APRIL 20, 2017
Notice is hereby given that a special meeting of shareholders of Series M (Macro OpportunitiesA (StylePlus – Large Core Series) (the(“Series A”), Series B (Large Cap Value Series) (“Series B”), Series D (World Equity Income Series) (“Series D”), Series J (StylePlus – Mid Growth Series) (“Series J”), Series N (Managed Asset Allocation Series) (“Series N”), Series O (All Cap Value Series) (“Series O”), Series Q (Small Cap Value Series) (“Series Q”), Series V (Mid Cap Value Series) (“Series V”), Series X (StylePlus – Small Growth Series) (“Series X”), Series Y (StylePlus – Large Growth Series) (“Series Y”), and Series Z (Alpha Opportunity Series) (“Series Z”) (each, a “Fund” and, collectively, the “Funds”), each a series of Guggenheim Variable Funds Trust (the “Trust”), will be held at 227 West Monroe Street, 7th Floor, Chicago, Illinois 60606 on July 29, 2016April 20, 2017 at 1:00 p.m. Central Time (and any postponements or adjournments thereof, the “Meeting”), for the following proposals:
Proposals

1.To Approve the Adoption of a Distribution and Shareholder Services Plan of Liquidation with Regard to Series M (Macro Opportunities Series)
A, Series B, Series D, Series J, Series N, Series O, Series Q, Series V, Series X, Series Y, and Series Z
2.
To Transact Such Other Business as May Properly Come Before the Meeting

After careful consideration, the Board of Trustees of the Trust unanimously recommends that shareholders vote “FOR” Proposal 1. Although the Board has determined that Proposal 1 is in your best interest, the final decision is yours.
You are receiving this Notice and the enclosed Proxy Statement because you are among those who own a variable annuity contract or a variable life insurance policy (each, a "Contract"“Contract”) issued by an insurance company that offers one or more of the insurance companies that offer the FundFunds as an underlying investment optionoptions for the contract or policy (the "Participating“Participating Insurance Companies"Companies”) and have allocated a portion of your contractContract value to one or more of the FundFunds (each, a "Contract Owner"“Contract Owner”). Contract Owners who select thea Fund for investment through a Contract have a beneficial interest in the Fund, but do not invest directly in or hold shares of the Fund. As a Contract Owner, you have the right to instruct the Participating Insurance Company that issued your Contract on how shares of the FundFund(s) attributable to your Contract should be voted at the Meeting as though you are a direct shareholder of the Fund.Fund(s). For ease of reference, throughout this Notice, Contract Owners are also referred to as "shareholders"“shareholders” of the Fund.Funds. As a shareholder as of the close of business on May 20, 2016March 3, 2017 (the "Record Date"“Record Date”), you are entitled to notice of, and to vote at, the Meeting.



We call your attention to the accompanying Proxy Statement. We request that you complete, date, and sign the enclosed voting instruction card and return it promptly in the envelope provided for that purpose. Your voting instruction card also provides instructions for voting via telephone or the Internet if you wish to take advantage of these voting options. Proxies may be revoked prior to the Meeting by timely executing and submitting a revised proxy (following the methods noted above), by giving written notice of revocation to the Secretary of the Trust prior to the Meeting, or by voting in person at the Meeting.


The enclosed proxy materials will be available online at https://www.proxyonline.com/proxyonline.com/docs/seriesm2016.pdf.guggenheim2017.pdf.
By Order of the Board of Trustees,


/s/ Mark E. Mathiasen

Mark E. Mathiasen
Secretary

YOUR VOTE IS VERY IMPORTANT TO US REGARDLESS OF THE NUMBER OF SHARES YOU OWN. SHAREHOLDERS WHO DO NOT EXPECT TO ATTEND THE MEETING ARE REQUESTED TO COMPLETE, SIGN, DATE AND RETURN THE ACCOMPANYING VOTING INSTRUCTION CARD IN THE ENCLOSED ENVELOPE, WHICH NEEDS NO POSTAGE IF MAILED IN THE UNITED STATES. IT IS IMPORTANT THAT YOUR VOTING INSTRUCTION CARD BE RETURNED PROMPTLY.

FOR YOUR CONVENIENCE, YOU MAY ALSO VOTE BY TELEPHONE OR INTERNET BY FOLLOWING THE ENCLOSED INSTRUCTIONS. IF YOU VOTE BY TELEPHONE OR VIA THE INTERNET, PLEASE DO NOT RETURN YOUR VOTING INSTRUCTION CARD UNLESS YOU ELECT TO CHANGE YOUR VOTE.



TABLE OF CONTENTS
OVERVIEW OF PROPOSAL 1
3
PROPOSAL 1: APPROVAL OF THE DISTRIBUTION AND SHAREHOLDER SERVICES PLAN
5
Background
5
Description of the Distribution Plan
5
Advisory Fee Reduction and the Implementation of an Expense Limitation Agreement for the Funds, as Applicable
7
Current and Pro Forma Operating Expenses
9
Evaluation by the Board of Trustees
9
Required Vote
11
BOARD RECOMMENDATION ON PROPOSAL 1
11
OTHER BUSINESS
12
ADDITIONAL INFORMATION
12
Investment Manager
12
Principal Underwriter/Distributor
12
Administrator
12
Other Information
12
Voting Information13
Shareholder Proposals
14


PRELIMINARY PROXY MATERIALS — SUBJECT TO COMPLETION
- i -


APPENDICES
Appendix AForm of Distribution and Shareholder Services Plan
Appendix BCurrent and Pro Forma Operating Expenses
Appendix COutstanding Shares
Appendix DInformation Regarding 5% Owners


- ii -    


GUGGENHEIM VARIABLE FUNDS TRUST

805 King Farm Boulevard, Suite 600
Rockville, Maryland 20850

(301) 296-5100
PROXY STATEMENT FOR SPECIAL MEETING OF

SHAREHOLDERS TO BE HELD ON JULY 29, 2016APRIL 20, 2017
This proxy statement (“Proxy Statement”) and enclosed notice and voting instruction card are being furnished in connection with the solicitation of proxies by the Board of Trustees of Guggenheim Variable Funds Trust (the “Board” of the “Trust”). The proxies are being solicited for use at a special meeting of shareholders of the Trust to be held at 227 West Monroe Street, 7th7th Floor, Chicago, Illinois 60606 on July 29, 2016April 20, 2017 at 1:00 p.m. Central Time (and at any and all adjournments or postponements thereof, the “Meeting”). The Board has called the Meeting and is soliciting proxies from shareholders of each of Series M (Macro OpportunitiesA (StylePlus – Large Core Series) (the(“Series A”), Series B (Large Cap Value Series) (“Series B”), Series D (World Equity Income Series) (“Series D”), Series J (StylePlus – Mid Growth Series) (“Series J”), Series N (Managed Asset Allocation Series) (“Series N”), Series O (All Cap Value Series) (“Series O”), Series Q (Small Cap Value Series) (“Series Q”), Series V (Mid Cap Value Series) (“Series V”), Series X (StylePlus – Small Growth Series) (“Series X”), Series Y (StylePlus – Large Growth Series) (“Series Y”), and Series Z (Alpha Opportunity Series) (“Series Z”) (each, a “Fund” and, collectively, the “Funds”), each a series of the Trust, with respect to the following proposals (the “Proposals”):
Proposals

1.To Approve the Adoption of a Distribution and Shareholder Services Plan of Liquidation with Regard to Series M (Macro Opportunities Series)
A, Series B, Series D, Series J, Series N, Series O, Series Q, Series V, Series X, Series Y and Series Z
2.
To Transact Such Other Business as May Properly Come Before the Meeting

You are receiving this Proxy Statement because you are among those who own a variable annuity contract or a variable life insurance policy (each, a "Contract"“Contract”) issued by an insurance company that offers one or more of the insurance companies that offer the FundFunds as an underlying investment option for the contract or policy (the "Participating“Participating Insurance Companies"Companies”) and have allocated a portion of your contractContract value to the FundFunds (each, a "Contract Owner"“Contract Owner”). As a Contract Owner, you have the right to instruct the Participating Insurance Company that issued your Contract on how shares of the Fund attributedFund(s) attributable to your Contract should be voted at the Meeting as though you are a direct shareholder of the Fund.Fund(s). The Participating Insurance Company that issued your Contract will furnish this Proxy Statement to the Contract Owners participating in their separate accounts that are registered with the U.S. Securities and Exchange Commission under the Investment Company Act of 1940 that have allocated a portion of their contract values to the FundFund(s) (i.e., own shares of the FundFund(s) to be voted at the Meeting), and will solicit voting instructions from those Contract Owners. The Participating Insurance Companies will vote the shares attributable to the Fund(s) at the Meeting in accordance with the voting instructions received from Contract Owners. As a shareholder as of the close of business on March 3, 2017 (the “Record Date”), you are entitled to notice of, and to vote at, the Meeting.


You are being asked to approve the adoption of a Distribution and Shareholder Services Plan of Liquidation (defined below) to liquidate the Fund (the “Liquidation Proposal”“Distribution Plan”), as described below. For ease of reference, throughout this Proxy Statement, Contract Owners are also referred to as "shareholders"“shareholders” of the FundFunds and voting instructions that you are being asked to provide are referred to as a “vote.”


After careful consideration, the Board of Trustees of the Trust unanimously recommends that shareholders vote “FOR” Proposal 1. Although the Board has determined that Proposal 1 is in your best interest, the final decision is yours.
The Trust is soliciting voting instructions from shareholders in connection with the Proposals. This Proxy Statement and the accompanying Notice and the voting instruction card were first mailed to shareholders on or about June 6, 2016.
Contract Owners who select the Fund for investment through a Contract have a beneficial interest in the Fund, but do not invest directly in or hold shares of the Fund. Participating Insurance Companies, which use the Fund as a funding vehicle, are the record owners of the Fund and have voting power with respect to the shares, but pass any voting rights to Contract Owners. As a shareholder as of the close of business on May 20, 2016 (the “Record Date”), you are entitled to notice of, and to vote at, the Meeting.March 24, 2017.
If you have any questions about the ProposalsProposal or about voting, please call AST Fund Solutions, LLC at 1-800-331-5908.1-888-567-1626.
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE MEETING TO BE HELD ON JULY 29, 2016APRIL 20, 2017
This Proxy Statement is available at https://www.proxyonline.com/proxyonline.com/docs/seriesm2016.pdf.guggenheim2017.pdf. In addition, shareholders can find important information about the FundFunds in the annual report, dated December 31, 2015,2016, including financial reports for the fiscal year ended December 31, 2015,2016, and semi-annual report for the period ended June 30, 2015.2016. You may obtain copies of these reports without charge by writing to the Trust, by calling 1-800-888-2461 or at www.guggenheiminvestments.com.WWW.GUGGENHEIMINVESTMENTS.COM.



PROPOSAL 1
APPROVAL OF THE ADOPTION OF A DISTRIBUTION AND SHAREHOLDER SERVICES PLAN OF LIQUIDATION WITH REGARD TO
SERIES M (MACRO OPPORTUNITIES SERIES)A, SERIES B, SERIES D, SERIES J, SERIES N, SERIES O, SERIES Q, SERIES V, SERIES X, SERIES Y AND SERIES Z

Background

At a meeting duly called and held on May 17-18, 2016,March 1, 2017, the Board considered and approved the adoption of a proposal to liquidate the FundDistribution and Shareholder Services Plan (the “Distribution Plan”) pursuant to Rule 12b-1 under the Investment Company Act of 1940, as amended (the “1940 Act”), for Series A, Series B, Series D, Series J, Series N, Series O, Series Q, Series V, Series X, Series Y and Series Z, subject to shareholder approval. The Board’s approval of the Distribution Plan included an affirmative vote by a majority of those Trustees who are not “interested persons” of the Trust, as defined in the 1940 Act, and who have no direct or indirect financial interest in the operation of the proposed Distribution Plan or any agreements related to it (“Independent Trustees”), cast in person at the meeting (called for the purpose of voting on the Distribution Plan). Currently, the Funds do not have a plan adopted pursuant to Rule 12b-1 under the 1940 Act.

The Distribution Plan would allow each of liquidation (the “Planthe Funds to annually pay up to 0.25% of Liquidation”its average daily net assets to Guggenheim Funds Distributors, LLC (“Guggenheim Funds Distributors”), the Funds’ principal underwriter, for providing distribution, shareholder and administrative services. This fee is commonly referred to as a “12b-1 fee.” The proposed Distribution Plan is identical to the distribution and shareholder services plan currently in place for certain other series of the Trust.

The Distribution Plan will become effective with respect to each Fund on May 1, 2017, subject to approval by the Fund’s shareholders. The Board recommends that the shareholders vote “FOR” Proposal 1.

Description of the Fund. The Board based its approval on a number of factors, which are summarized below, including the recommendation of Guggenheim Partners Investment Management, LLC, the investment adviser of the Fund.Distribution Plan

The discussion of the Distribution Plan of Liquidation in this Proxy Statement is a brief summary of the principal terms of theDistribution Plan, of Liquidation, a form of which is attached heretoto this Proxy Statement as Appendix A.

The Distribution Plan is substantially the same as the current distribution and shareholder services plan in place for three other series of Liquidationthe Trust, Series E (Total Return Bond Series), Series F (Floating Rate Strategies Series), and Series P (High Yield Series). The Distribution Plan is also comparable to the distribution and shareholder services plan in place for certain classes of series of Guggenheim Funds Trust, which are retail mutual funds that have investment objectives, strategies and risks that are similar to those of certain of the Funds (the “Retail Series”).






Payments

The proposed Distribution Plan authorizes payments from assets attributable to shares of the Funds for a variety of services with respect to the Funds’ shares, including any type of activity that is primarily intended to result in the sale of the shares, as well as related shareholder and administrative services. The Distribution Plan relies on the provisions of Rule 12b-1 under the 1940 Act, to the extent applicable, to make these payments.

The Distribution Plan provides that each Fund may pay to Guggenheim Funds Distributors, the Funds’ principal underwriter, as compensation for providing distribution, shareholder and administrative services for the payment of fees accrued under the Distribution Plan at the rate of 0.25% (as a percentage of average daily net assets of the respective Funds). The proposed Distribution Plan is known as a “compensation” plan because these payments would be made for services rendered without regard for the actual expenses or expenditures of Guggenheim Funds Distributors. However, these payments are subject to review by the Board.

Services For Which Payments May be Used

The payments made by the Funds pursuant to the Distribution Plan may be used by Guggenheim Funds Distributors for purposes, including: (i) compensation to employees of Guggenheim Funds Distributors; (ii) compensation to Guggenheim Funds Distributors and other broker-dealers that engage in or support the distribution of shares or variable contracts whose proceeds are invested in shares of the Funds; (iii) expenses of Guggenheim Funds Distributors and such other broker-dealers and entities, including overhead and telephone and other communication expenses; (iv) printing of prospectuses, statements of additional information, and reports for other than existing shareholders; (v) preparation and distribution of sales literature and advertising materials; (vi) administering periodic investment and periodic withdrawal programs; (vii) researching and providing historical account activity information for shareholders requesting it; (viii) preparing and mailing account and confirmation statements to account holders; (ix) preparing and mailing tax forms to account holders; (x) serving as custodian to retirement plans investing in Shares; (xi) dealing appropriately with abandoned accounts; (xii) collating and reporting the number of Shares attributable to each state for blue sky registration and reporting purposes; (xiii) identifying and reporting transactions exempt from blue sky registration requirements; and (xiv) providing and maintaining ongoing shareholder services for the duration of a shareholder’s investment in each Fund, which may include updates on performance, total return, other related statistical information, and a continual analysis of the suitability of the investment in Shares of each Fund.

Under the Distribution Plan, expenditures by Guggenheim Funds Distributors may also be for providing services to life insurance companies that issue Contracts, their affiliates, or current and prospective owners of Contracts including the following: (i) teleservicing support in connection with the Funds; (ii) delivery and responding to inquires respecting the Funds’ Prospectus and/or Statement of Additional Information, reports, notices, proxies and proxy statements and other information respecting the Funds (but not including services paid for by the Trust such as printing and mailing); (iii) facilitation of the tabulation of Contract Owners’ votes in the event of a meeting of shareholders; (iv) the conveyance of information to the Trust or its transfer agent as may be


reasonably requested; (v) provision of support services including providing information about the Trust and the Funds and answering questions concerning the Trust and the Funds, including questions respecting Contract Owners’ interests in the Funds; (vi) provision and administration of Contract features for the benefit of Contract Owners participating in the Funds including fund transfers, dollar cost averaging, asset allocation, portfolio rebalancing, earnings sweep, and pre-authorized deposits and withdrawals; and (vii) provision of other services deemed appropriate by Guggenheim Funds Distributors from time to time.

Termination and Board Reporting

The Distribution Plan provides that it will continue in effect from year to year, provided that its continuance is approved at least annually by a vote of a majority of the Board, including the vote of a majority of the Independent Trustees based, on a finding that there is a reasonable likelihood that the Distribution Plan will benefit each Fund and its shareholders. The Board will receive, at least quarterly, reports from Guggenheim Funds Distributors showing expenditures under the Distribution Plan. The Board may amend the Distribution Plan from time to time, but any amendment that would increase materially the amount authorized to be spent by a Fund for distribution would require a vote of a majority of the outstanding voting securities of that Fund.

In addition, the Distribution Plan may be terminated with respect to a Fund at any time without penalty by a vote of a majority of the outstanding shares of the Fund or a majority of the Independent Trustees.

Advisory Fee Reduction and the Implementation of an Expense Limitation Agreement for the Funds, as Applicable

As described below, the Investment Manager has agreed to make certain concessions with respect to investment advisory fees charged to certain Funds and/or to implement an expense limitation agreement for certain Funds. As a result, the 12b-1 fees would be offset (and more than offset in the case of Series X and Series Y) by these concessions and net expenses will not immediately increase for each Fund as a result of the Distribution Plan. For Series N, which would be subject only to a reduction in its investment advisory fee, the Investment Manager also believes that the Fund’s net expenses would not immediately increase as a result of the Distribution Plan. These fee and expense concessions do not necessarily mean that net expenses for a Fund will always be lower than the current net expenses for the Fund because the expense limitation may be discontinued, other Fund fees and expense can increase in the future for a variety of reasons and not all fees and expenses are covered by the expense limitation (as noted below), and these concessions may not always be sufficient to offset such increases and may not be in place permanently at the current levels. The Board and the Investment Manager will take into account factors considered relevant to determining whether to continue, revise or eliminate an expense limitation for a Fund and shareholder approval would be necessary to subsequently increase the investment advisory fee for Series N, Series Q, Series X, and Series Y.

Contingent upon shareholder approval and adoption of the Distribution Plan for the Funds, the Board and the Investment Manager have agreed to reduce the contractual investment advisory fee


charged by the Investment Manager to Series N, Series Q, Series X, and Series Y. The shareholders of Series N, Series Q, Series X, and Series Y currently pay an investment advisory fee (as a percentage of average daily net assets) as stated in the table below. If the Distribution Plan is adopted, this fee will be reduced for these Funds as follows:

FundCurrent Investment Advisory FeeProposed Investment Advisory FeeAmount of Reduction
Series N0.65%0.40%0.25%
Series Q0.95%0.75%0.20%
Series X0.85%0.75%0.10%
Series Y0.75%0.65%0.10%

In addition, the Board and the Investment Manager have agreed to implement an expense limitation agreement for Series A, Series B, Series D, Series J, Series O, Series Q, Series V, Series X, and Series Y. Under the expense limitation agreement, the Investment Manager would contractually agree through May 1, 2022 to waive fees and/or reimburse Fund expenses to the extent necessary to limit the ordinary operating expenses (exclusive of brokerage costs, dividends on securities sold short, acquired fund fees and expenses, interest, taxes, litigation, indemnification, and extraordinary expenses) (“Operating Expenses” or “net expenses”) of Series A, Series B, Series D, Series J, Series O, Series Q, Series V, Series X, and Series Y to the annual percentage of average daily net assets stated in the table below, equivalent to the Operating Expenses of the Funds as of December 31, 2016, except for Series X and Series Y, for which the expense limitation would result in an additional reduction. The current expense limitation with respect to Series Z would remain in place.

FundTotal Net Expenses as of December 31, 2016Total Net Expenses after Proposed Fee Waiver and/or Expense Reimbursement
Series A[1.02%][1.02%]
Series B[0.82%][0.82%]
Series D[0.91%][0.91%]
Series J[1.04%][1.04%]
Series O[0.90%][0.90%]
Series Q[1.16%][1.16%]
Series V[0.93%][0.93%]
Series X[1.32%][1.22%]
Series Y[1.13%][0.93%]
Series Z[2.92%][2.92%]

Therefore, if shareholders approve the Distribution Plan, the 12b-1 fee under the Distribution Plan will be offset (and more than offset in the case or Series X and Series Y) by the reduction in the investment advisory fee and/or the expense limitation arrangement, and net expenses will not immediately increase for each Fund as a result of the Distribution Plan, and will be capped at a lower level than current expenses for Series X and Series Y, until at least May 1, 2022.



The expense limitation agreement will terminate on May 1, 2022 (without extension or renewal) or when the Investment Manager ceases to serve as such. The Investment Manager is entitled to reimbursement by a Fund of fees waived or expenses reimbursed during any of the previous 36 months beginning on the date of the expense limitation agreement, provided that the Operating Expenses do not exceed the then-applicable expense cap. Absent the continuation of the expense limitation agreement, the net expenses for Series A, Series B, Series D, Series J, Series O, Series Q, Series V, Series X, Series Y and Series Z may be higher than these Funds’ current Operating Expenses.

Current and Pro Forma Operating Expenses

The tables set forth in Appendix B compare the Funds’ operating expenses for the fiscal year ended December 31, 2016 to the Funds’ hypothetical operating expenses for the same period if the 12b-1 fee under the proposed Distribution Plan had been in place for the entire fiscal year. The hypothetical “pro forma” operating expenses also assume the implementation of (i) the proposed decreased investment advisory fee for the Funds, as applicable and (ii) the proposed expense limitation agreement for the Funds, as applicable. The “pro forma” operating expenses do not reflect separate account or Contract fees or charges, which if reflected would increase expenses. Please refer to your Contract prospectus for information on these fees and charges.

Evaluation by the Board of Trustees

[The Distribution Plan was approved by the Board, including a majority of the Independent Trustees, at an in person meeting duly called and held on March 1, 2017.  The Distribution Plan will become effective with respect to theeach Fund uponon May 1, 2017, subject to approval by shareholders (or as soon as practicable thereafter), with the liquidation ofFund’s shareholders.

The Board recommends the Fund to occur on or about August 5, 2016 (the “Liquidation Date”). Prior to the Liquidation Date, the Fund will engage in business and activities for the purposes of winding down its stated business and affairs, which will cause the Fund to increase its cash holdings and deviate from its investment objective, investment strategies, and investment policies.
Subject to approval of the Liquidation Proposal byDistribution Plan after finding that there is a reasonable likelihood that the Distribution Plan will benefit the Funds and their shareholders for several reasons.  Based on the Fund would be eliminated as an investment option under the Contracts. As described below, if you do not transfer your contract value allocated to the Fund to another investment option available under your Contractrecommendation by the Liquidation Date,Investment Manager, the Board believes the Distribution Plan should assist the Funds in seeking additional distribution channels in the variable insurance products industry (notably, unaffiliated insurance companies), which, if successful, may result in increased fund assets and potential economies of scale that could benefit shareholders.  [Currently, the Funds are relatively small in size and have limited or if you do not provide transfer instructions tonegative net flows, which may impact the Participating Insurance Company that issued your Contract prior tolong-term viability of the Liquidation Date,Funds.]  The Board also noted information from the Trust has been informedInvestment Manager regarding the prevalence of similar plans in the insurance products industry and believes that the Participating Insurance Company will transferDistribution Plan is a reasonable method for compensating insurance companies for distribution, shareholder and administrative services.

[The Investment Manager and Guggenheim Funds Distributors wish to promote the liquidation proceeds related to your contract value allocated to the FundFunds to a defaultbroader investor base in order to increase the size of the Funds.  The Investment Manager and Guggenheim Funds Distributors believe that, for their promotional efforts to be successful, the Funds need to offer competitive compensation to insurance companies and their affiliates that make the Funds available as investment option selected byoptions in variable contracts and to other intermediaries that sell


variable insurance products or service variable insurance contract owners.  The Investment Manager also believes that the Participating Insurance Company, as identified under "Default Investment Options and Transfer Rights" below.Distribution Plan would permit these competitive compensation arrangements. 
Reasons for
In considering whether to approve the Proposed Liquidation
At a meeting held on May 17-18, 2016,Proposal, the Board consideredrequested and evaluated such information as it deemed necessary to make an informed determination as to whether it wouldthe Distribution Plan should be appropriateimplemented.  On the basis of the factors addressed below, and in the exercise of their reasonable business judgment, and in light of their respective fiduciary duties, the Trustees concluded that the Distribution Plan is reasonably likely to benefit each Fund and its shareholders and is in the best interests of the Fund and its shareholders to liquidate the Fund.  After carefully considering information that it believed to be reasonably necessary to reach its conclusion, the Board unanimously approved the liquidation of the Fund and the Plan of Liquidation, as well as the submission of the Plan of Liquidation to shareholders for approval.  In evaluating the proposed liquidation of the Fund, the Board considered information provided by Guggenheim Partners Investment Management, LLC and other related considerations, including redemption activity, the Fund’s size, and the investment adviser’s views with respect to distribution potential and growth


prospects.  In this connection, the Board took into account the Fund's history and that a large shareholder had indicated its intention to redeem its investment in the near future, thus making the Fund no longer able to pursue its investment objective. The Board also considered the Fund's distribution prospects with a significantly smaller asset base and noted that the Fund had limited success attracting new assets and the Fund's investment adviser did not expect that the Fund would attract sufficient market interest in the near future. In addition, the Board considered, among other things: (i) the transfer rights of shareholders, as described in this Proxy Statement; (ii) alternatives to liquidation, such as a merger or a transfer of assets, and the investment adviser’s recommendation that the Board approve the liquidation of the Fund; and (iii) the liquidation (and transfers of contract values) should not be a taxable event to shareholders. The Board also took into account that pursuant to the proposed Plan of Liquidation, Guggenheim Partners Investment Management, LLC would bear certain expenses associated with the liquidation of the Fund as explained under the section entitled "Cost of the Solicitation/Liquidation" below.
Accordingly, in light of all of the facts and circumstances and in the exercise of its business judgment, the Board unanimously approved the submission of the Plan of Liquidation to shareholders for their approval and determined that liquidating the Fund would be in the best interests of theeach Fund and its shareholders. The Independent Trustees were assisted by independent counsel in making this determination.  Accordingly, the Trustees, including the Independent Trustees, have unanimously approved the Distribution Plan.  In reaching its conclusion, the Board recommendsconsidered a number of factors, including the following:

the circumstances that led the Investment Manager of the Funds to recommend the adoption of the Distribution Plan, which include the relatively small size of the Funds and the limited or negative net flows into the Funds, and, notably, the Investment Manager’s view of the necessity to pay competitive compensation to intermediaries that sell variable insurance contracts in order to obtain net flows;
the Distribution Plan should assist the Funds in seeking additional distribution channels in the variable insurance products industry, which, if successful, may result in increased fund assets and potential economies of scale that could benefit shareholders;
[Guggenheim Funds Distributors and its affiliates have devoted considerable resources to provide appropriate levels of service, education and support to Contract Owners and to support the Funds’ distribution initiatives, as well as the overall growth and changes in the distribution and servicing needs of the Trust and the Funds;]
the Investment Manager’s representation that a number of insurance companies and their affiliates that could offer the Funds in their variable contracts do not believe that the current fees and expenses structure of the Funds is attractive, but they have indicated a willingness to offer the Funds under the fees and expenses structure that would result if the Distribution Plan is implemented;
the same distribution plan has been adopted by other series of the Trust;
the Investment Manager’s representation that similar plans and levels of 12b-1 fees are prevalent in the insurance products industry as a means of compensating insurance companies and others for distribution, shareholder and administrative services;

the effects of the Distribution Plan on existing shareholders approveand the amount of expenditures that would be made under the Distribution Plan in light of Liquidation.the anticipated results from the Distribution Plan;
Although shareholder approval

the fee and expense concessions from the Investment Manager, which are such that implementation of the Distribution Plan is not necessaryexpected to liquidateinitially lead to an increase in the Fund underFunds’ net expenses for the Trust’s organizational documents, shareholder approvalFunds;
in its annual review of the Distribution Plan, of Liquidation is solicited to meet applicable regulatory requirements with respect to the transfer of contract values allocated to the Fund to another investment option available under the Contracts.
Plan of Liquidation

If the Plan of Liquidation is approved by shareholders, the Fund would liquidate in accordance with the Plan of Liquidation. The liquidation of the Fund will involve, among other things, (i) the cessation of the Fund’s business, which will include departing from its stated investment objective, strategies and policies as it prepares to distribute its remaining assets to shareholders, (ii) converting the Fund’s portfolio securities and other assets into cash, cash equivalents or other liquid assets, (iii) payment of its known and reasonably ascertainable debts, (iv) the distribution of a liquidating distribution of the Fund's remaining assets in cash, in-kind or a combination of both, ratably according to the number of shares of each shareholder as of the close of business on the Liquidation Date, and (v) otherwise winding-up the Fund’s business and affairs. Until such time as the Fund is liquidated, the Fund will continue to pay its contractual fees and operating expenses, subject to its current expense limitation agreement.
If the Plan of Liquidation is not approved, the Board will consider other actions thatthe continued appropriateness of the Distribution Plan, including the level of payments provided for therein; and
the change to the fee structure of the Funds more closely aligns the Funds’ fee structures to those of the Retail Series, as applicable.]
In considering the proposed Distribution Plan, the Board did not identify any single factor or information as all-important or controlling and each Trustee may have attributed different weight to each factor or consideration.]

Required Vote
Approval of the Distribution Plan as it relates to a Fund requires the affirmative vote of the holders of a majority of the outstanding voting securities of the Fund. Such majority vote means the vote of the holders of the lesser of (i) 67% or more of the voting securities present or represented by proxy at the shareholder meeting, if the holders of more than 50% of the outstanding voting securities are present or represented by proxy, or (ii) more than 50% of the outstanding voting securities. A vote in favor of Proposal 1 by a shareholder of a Fund shall be takendeemed a vote to approve the proposed Distribution Plan with respect to the Fund.



The Plan of Liquidation is not expected to affect the value of your interest in your Contract, although shareholders may bear increased transaction costs incurred in connection with the disposition of the Fund's portfolio securities and other assets.
Default Investment Options and Transfer Rights. As soon as practicable on or after the Liquidation Date, the Fund will send to the applicable Participating Insurance Company, on behalf of a shareholder who has not yet transferred his or her contract value, liquidation proceeds equal to the shareholder’s proportionate interest in the remaining assets of the Fund. The liquidation proceeds will be reinvested by the Participating Insurance Company on behalf of the Contract Owner in an alternative investment option available under their Contract pursuant to instructions received from the Contract Owner. The Trust has been informed that the proceeds will be reinvested on behalf of the Contract Owner in a default option until other instructions are received, as follows:
If a Contract Owner's Participating Insurance Company is Jefferson National Life Insurance Company, the liquidating proceeds will be reinvested in the Invesco Variable Insurance Funds - Invesco V.I. Government Money Market Fund (Series I).
If a Contract Owner's Participating Insurance Company is Nationwide Life Insurance, the liquidating proceeds will be reinvested in the Nationwide Variable Insurance Trust - NVIT Money Market Fund (Class II).
If a Contract Owner's Participating Insurance Company is Protective Life Insurance Company, the liquidating proceeds will be reinvested in the Oppenheimer Variable Account Funds - Oppenheimer Government Money Fund/VA (Non-Service).
If a Contract Owner's Participating Insurance Company is Principal Life Insurance Company, the liquidating proceeds will be reinvested in the Variable Insurance Products Fund V - Fidelity VIP Government Money Market Portfolio (Service Class 2) or the Variable Insurance Products Fund V - Fidelity VIP Government Money Market Portfolio (Initial Class), depending upon the investment options available under the Contract.
If a Contract Owner's Participating Insurance Company is SBL, the liquidating proceeds will be reinvested in the Rydex Variable Trust - U.S. Government Money Market Fund or the Invesco Variable Insurance Funds - Invesco V.I. Government Money Market Fund (Series II), depending upon the investment options available under the Contract.

Shareholders should consult the prospectus applicable to their Contract (issued by, and available from, their Participating Insurance Company) or contact their Participating Insurance Company for more information regarding alternative investment options, including any default option, and how to deliver investment instructions to their Participating Insurance Company.



Neither the Board, the Fund nor the Fund's investment adviser had any role in selecting the default investment options.
Tax Consequences. The liquidation and transfer of contract values in connection with the Liquidation Proposal will not create a U.S. federal income tax liability for Contract Owners, subject to the continued compliance through the Liquidation Date or transfer of contract values of both the Fund and the Participating Insurance Company with the applicable U.S. federal income tax rules governing such arrangements.
For information on U.S. federal income taxation with respect to a Contract, including the impact of transfers of contract values in anticipation or subsequent to the Fund’s proposed liquidation, please refer to the Contract's prospectus or contact the Participating Insurance Company that issued your Contract. Contract Owners are urged to consult their tax advisors with specific reference to their own tax situations.
THE BOARD, INCLUDING THE INDEPENDENT TRUSTEES,
UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE “FOR” THE PROPOSAL.PROPOSAL 1. UNMARKED, PROPERLY SIGNED AND DATED PROXIES WILL BE SO VOTED.



OTHER BUSINESS
The Trustees do not know of any matters to be presented at the Meeting other than thoseas set forth in this 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.proxy card.
ADDITIONAL INFORMATION
Investment AdviserManager
Security Investors, LLC, also known as Guggenheim Investments (referred to herein as “Security Investors” or the “Investment Manager”), 805 King Farm Boulevard, Suite 600, Rockville, Maryland 20850, is the investment manager for the Funds. The Investment Manager is an indirect wholly-owned subsidiary of Guggenheim Partners, Investment Management,LLC. Guggenheim Partners, LLC a Delaware limited liability company, serves as the investment adviser to the Fund. The investment adviser’s principal place of business is located at 100 Wilshire Boulevard, 5th Floor, Santa Monica, California 90401. Formed in 2001, the investment adviser is a global, diversified financial services firm that provides an array of wealth and investment management services. It is an indirect subsidiary of Guggenheim Partners, LLC, a diversified financial services firm that is an indirect subsidiary of Guggenheim Capital, LLC. As of December 31, 2015, the investment adviser had approximately $150with more than $260 billion in assets under management.management as of December 31, 2016. Guggenheim Partners, LLC, through its affiliates, provides investment management, investment advisory, insurance, investment banking and capital markets services. Guggenheim Investments represents the investment management division of Guggenheim Partners, LLC. The investment adviserfirm is an affiliateheadquartered in Chicago and New York with a global network of Security Benefit Life Insurance Company ("SBL"), which is a Participating Insurance Company.offices throughout the United States, Europe and Asia.
Principal Underwriter/Distributor
Guggenheim Funds Distributors, LLC, an affiliate of the investment adviser,Investment Manager, serves as principal underwriter for the FundFunds (the “Distributor”). The principal business address of the Distributor is 227 West Monroe Street, 7th7th Floor, Chicago, Illinois 60606.
Administrator
Rydex FundMUFG Investor Services LLC, an affiliate of the investment adviser, serves as the Fund’sFunds’ administrator and is located at 805 King Farm Boulevard, Suite 600, Rockville, Maryland 20850. In addition, Rydex FundMUFG Investor Services LLC serves as the Fund’sFunds’ transfer agent and dividend disbursing agent under a transfer agency and service agreement with the Trust.
Other Information
Proxy materials, reports and other information filed by the FundFunds 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)www.sec.gov), which also contains other information about the Fund.Funds
Share Ownership. ToInformation regarding the Trust's knowledge, the Trusteesnumber of issued and officers of the Trust did not own in the aggregate 1% or more of the outstanding shares of theeach Fund as of December 31, 2015.


As of the Record Date is provided in Appendix C, representing the Fund had 1,267,980same number of votes for each of the Funds. Information regarding 5% owners of each Funds’ outstanding shares, outstanding and entitled to vote. Asas of the Record Date, the following shareholders owned of record or beneficially five percent or more of a class of shares of the Fund:is provided in Appendix D.

Amount of Shares OwnedPercentage of the FundName and Address
1,028,30581.10%
MF Master Seed Co LLC
One SW Security Benefit Place
Topeka, KS 66636
91,3897.21%
Jefferson National Life Insurance Company
10350 Ormsby Park Place, Suite 600
Louisville, KY 40223
82,0856.47%
Nationwide Insurance Company
P.O. Box 182029
Columbus, OH 43218

Voting Information
Proxy Solicitation. The principal solicitation of proxies will be by the mailing of this Proxy Statement on or about June 6, 2016,March 24, 2017, but proxies may also be solicited by telephone and/or in person by representatives of the Trust, regular employees of the investment adviserGuggenheim Investments or its affiliate(s), or AST Fund Solutions, LLC, 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 these parties to ask for your vote. ArrangementsTo the extent applicable and practicable, 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 Solicitation/Liquidation.Solicitation. The cost of retaining AST Fund Solutions, LLC (and other costs associated with the solicitation of shareholder votes) will be borne by the investment adviser or its affiliates.Investment Manager. The estimated cost of retaining AST Fund Solutions, LLC is approximately $7,500. The investment adviser will bear these costs as well as the cost of legal and accounting expenses associated with the liquidation. The Fund, however, will bear any brokerage fees and(and other transaction costs associated with the sale or dispositionsolicitation of portfolio holdings of the Fund in connection with the liquidation. Although the investment adviser will seek to limit transaction costs, they will have an impact on the value of your investment.shareholder votes) is approximately $142,000.
Shareholder Voting. Shareholders of the FundFunds 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 share is entitled to one vote and each fractional share is entitled to a fractional vote. The number of shares of theeach Fund as to which voting instructions may be provided to the Trust (or a Participating Insurance Company, as applicable) is determined by dividing the Contract Owner'sOwner’s contract value attributable to the Fund on the Record Date by the net asset value per share of the Fund as of the same date.


Thirty-three and one-third percent (33-1/3%) of the total combined net asset value of the shares of theeach Fund issued and outstanding and entitled to vote, represented in person or by proxy, will constitute a quorum for the Meeting and must be present in person or by proxy for the transaction of business at the Meeting with respect to the Fund. Only proxies that are voted, abstentions and “broker non-votes” will be counted toward establishing a quorum, but abstentions and “broker non-votes” will not be counted as shares voted (votes cast) with respect to the Liquidation Proposal. “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.
Each Participating Insurance Company will vote the shares attributable to the applicable Fund at the Meeting in accordance with the voting instructions received from Contract Owners. The Participating Insurance Companies will use proportional voting to vote on behalf of Contract Owners that do not provide voting instructions and/or for which a proxy card is not properly executed.  As a result, the Participating Insurance Companies will vote the shares held in each of its separate accounts for which it has not received timely voting instructions and/or for which a proxy card is not properly executed, in the same proportion as it votes shares held by that separate account for which it has received timely and properly executed voting instructions. If no voting instructions are received timely for the shares held in a separate account, the Participating Insurance Companies will vote any shares held by such separate account in the same proportion as votes cast by all of its other separate accounts in the aggregate. Because the Participating Insurance Companies use proportional voting, the presence of the Participating Insurance Companies at the Meeting shall be sufficient to constitute a quorum for the transaction of business at the Meeting.
Pursuant to

The Meeting may be adjourned for any reason consistent with applicable law and the Trust'sTrust’s Declaration of Trust and By-Laws, including by the chairman of the Meeting may be adjourned, whether or not a quorum is present,without any action by a majority of the votes. The Meeting may otherwise be adjournedshareholders in accordance with Trust's Declaration of Trust andthe Trust’s By-Laws.

The person(s) named as proxies on the enclosed voting instruction 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 will be voted “FOR” the Proposal.Proposal 1. The duly appointed proxies may, in their discretion,judgment, 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 VOTING INSTRUCTION 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 the Liquidation Proposal 1 requires the affirmative vote of the holders of a majority of the sharesoutstanding voting securities of each Fund. Such majority vote means the vote of the Fund entitled to vote.holders of the lesser of (i) 67% or more of the voting securities present or represented by proxy at the shareholder meeting, if the holders of more than 50% of the outstanding voting securities are present or represented by proxy, or (ii) more than 50% of the outstanding voting securities. Assuming the presence of a quorum, abstentions and broker non-votes have the effect of a negative vote. Approval
Shareholders Sharing the Same Address. As permitted by law, only one copy of any other proposalthis Proxy Statement may be delivered to shareholders residing at the same address, unless such shareholders have notified the Trust of their desire to receive multiple copies of the shareholder reports and proxy statements that the Trust sends. If you would be subjectlike to receive an additional copy, please contact the Trust by writing to the applicable voting requirements as set forthTrust’s address, or by calling the telephone number shown on the front page of this Proxy Statement. The Trust will then promptly deliver, upon request, a separate copy of this Proxy Statement to any shareholder residing at an address to which only one copy was mailed. Shareholders wishing to receive separate copies of the Trust’s shareholder reports and proxy statements in the Trust's Declaration of Trustfuture, and By-Laws.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, the 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 Trust.
Proposals must be received a reasonable time before the Trust begins to print and set the proxy materials 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. Persons named as proxies for any subsequent shareholders’ meeting will vote in their discretionjudgment with respect to proposals submitted on an untimely basis.
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 Board of Trustees,


/s/ Donald C. Cacciapaglia

Donald C. Cacciapaglia
President, Chief Executive Officer and Trustee of the Trust



APPENDIX A

FORM OF PLAN
FORM OF DISTRIBUTION AND SHAREHOLDER SERVICES PLAN OF GUGGENHEIM VARIABLE FUNDS TRUST

FORM OF PLAN OF LIQUIDATION

Series M (Macro Opportunities Series)

1. The Plan. This Distribution and Shareholder Services Plan of Liquidation (the “Plan”), when effective in accordance with its terms, is madea written plan contemplated by Guggenheim Variable Funds Trust (the “Trust”), a statutory trust organized and existing under the laws of the State of Delaware, with respect to Series M (Macro Opportunities Series) (the “Fund”), a series of the Trust. The Trust is an open-end management investment company registeredRule 12b-1 under the Investment Company Act of 1940 as amended (the “1940 Act”) of certain series of Guggenheim Variable Funds Trust (“Trust”) listed in Schedule A hereto (each, a “Series”).
2. Shares of the Series. It is understood that shares of beneficial interest (“Shares”) of each Series may be offered to life insurance companies for allocation to certain of their separate accounts established for the purpose of funding variable annuity contracts and/or variable life insurance policies (“Variable Contracts”) and may also be offered to certain other persons including qualified pension and retirement plans (“Qualified Plans”).
3. Distribution and Service Agreement. The Trust has entered into a Distribution Agreement with respect to each Series with Guggenheim Funds Distributors, LLC (“Guggenheim Funds Distributors”), under which Guggenheim Funds Distributors serves as the Series principal underwriter. This Plan does not require Guggenheim Funds Distributors to perform any specific type or level of distribution activities or to incur any specific level of expenses for activities primarily intended to result in the sale of Shares of any Series. Any distribution and service agreement (“Agreement”) relating to the implementation of this Plan shall be in writing and subject to approval and termination pursuant to the provisions of Sections 6 and 8 of this Plan. However, this Plan shall not obligate the Series or any other party to enter into such Agreement.
4. Compensation.
a. Shares of each Series shall pay to Guggenheim Funds Distributors, as compensation for providing distribution, shareholder and administrative services, a fee at the rate specified for that Series on Schedule B, such fee to be calculated and accrued daily and paid monthly or at such other intervals as the Board shall determine.
b. The fees payable hereunder are payable without regard to the aggregate amount that may be paid over the years, PROVIDED THAT, so long as the limitations set forth in Rule 2830 of the Conduct Rules (“Rule 2830”) of the Financial Industry Regulatory Authority, Inc. (“FINRA”) remain in effect and apply to recipients of payments made under this Plan, the amounts paid hereunder shall not exceed those limitations, including permissible interest.
5. a. Distribution Services. As principal underwriter of the Trust’s shares, Guggenheim Funds Distributors may spend such amounts as it deems appropriate on any activities or expenses primarily intended to result in the sale of Shares of the Series, including, but not limited to, compensation to employees of Guggenheim Funds Distributors; compensation to Guggenheim Funds Distributors and other broker-dealers that engage in or support the distribution of shares or variable contracts



whose proceeds are invested in shares of the Series; expenses of Guggenheim Funds Distributors and such other broker-dealers and entities, including overhead and telephone and other communication expenses; the printing of prospectuses, statements of additional information, and reports for other than existing shareholders; and the preparation and distribution of sales literature and advertising materials.
b. Administration and Shareholder Services. Guggenheim Funds Distributors may spend such amounts as it deems appropriate on the administration and servicing of the Series’ shareholder accounts. Such expenditures may be for providing or obtaining services including, but not limited to, the following: administering periodic investment and periodic withdrawal programs; researching and providing historical account activity information for shareholders requesting it; preparing and mailing account and confirmation statements to account holders; preparing and mailing tax forms to account holders; serving as custodian to retirement plans investing in Shares; dealing appropriately with abandoned accounts; collating and reporting the number of Shares attributable to each state for blue sky registration and reporting purposes; identifying and reporting transactions exempt from blue sky registration requirements; and providing and maintaining ongoing shareholder services for the duration of the shareholders’ investment in Shares of each Series, which may include updates on performance, total return, other related statistical information, and a continual analysis of the suitability of the investment in Shares of each Series. Expenditures by Guggenheim Funds Distributors may also be for providing services to life insurance companies that issue the Variable Contracts, their affiliates, or current and prospective owners of Variable Contracts including, but not limited to, the following: teleservicing support in connection with the Series; delivery and responding to inquires respecting the Series’ Prospectus and/or Statement of Additional Information, reports, notices, proxies and proxy statements and other information respecting the Series (but not including services paid for by the Trust such as printing and mailing); facilitation of the tabulation of Variable Contract owners’ votes in the event of a meeting of Trust shareholders; conveyance of information to the Trust, or its transfer agent as may be reasonably requested; provision of support services including providing information about the Trust and the Series and answering questions concerning the Trust and the Series, including questions respecting Variable Contract owners’ interests in the Series; provision and administration of Variable Contract features for the benefit of Variable Contract owners participating in the Series including fund transfers, dollar cost averaging, asset allocation, portfolio rebalancing, earnings sweep, and pre-authorized deposits and withdrawals; and provision of other services deemed appropriate by Guggenheim Funds Distributors from time to time.
6. Effectiveness and Continuation. This Plan shall take effect with respect to a Series on the date indicated in Schedule A and, unless sooner terminated as herein provided, this Plan shall remain in effect with respect to the Series for one year following the applicable effective date listed on Schedule A, and year to year thereafter, provided, however, that such continuance is intendedspecifically approved with respect to accomplishsuch Series at least annually together with any related agreements, by votes of a majority of both (i) the complete liquidation and dissolutionBoard of Trustees of the FundTrust and the redemption and cancellation(ii) those Trustees who are not “interested persons” of the Fund’s outstanding sharesTrust, as defined in conformity with the laws of the State of Delaware, the 1940 Act, and who have no direct or indirect financial interest in the Internal Revenue Codeoperation of 1986, as amendedthis Plan or any agreements related to it (the “Code”“Independent Trustees”), cast in person at a meeting or meetings called for the Trust’s Declarationpurpose of Trust (the “Declaration of Trust”), and the Trust’s By-laws (the “By-laws”).voting on this Plan.

2



WHEREAS7. , the Declaration of Trust provides that a series of the TrustAmendment. This Plan may be terminatedamended at any time by the Board of Trustees;Trustees, provided that (a) any amendment to increase materially the amount spent by a Series for distribution, shall be effective only upon approval by a vote of a majority of the outstanding voting securities of the Shares of that Series, and (b) any material amendments of this Plan shall be effective only upon approval provided in paragraph 6 hereof for annual approval.
WHEREAS8. ,Termination. This Plan may be terminated at any time with respect to a meeting duly called and held on May 17-18, 2016,Series, without the Trust’spayment of any penalty, by vote of a majority of the Independent Trustees or by a vote of a majority of the outstanding voting securities of the Shares of the Series.
9. Reports. During the existence of this Plan, each Series shall require Guggenheim Funds Distributors to provide the Trust, for review by the Board of Trustees, includingand the Trustees shall review, at least quarterly, a written report of the amount expended in connection with financing any activities primarily intended to result in the sale of Shares of the Series (making estimates of such costs where necessary or desirable) and the purposes for which such expenditures were made.
10. Limitation of Liability. Consistent with the limitations of liability as set forth in the Trust’s Declaration of Trust, any obligations assumed by a Series pursuant to this Plan and any agreements related to this Plan shall be limited in all cases to that Series and its assets, and shall not constitute obligations of any other series of shares of the Trust, of the shareholders, or of the Trustees.
11. Non-Interested Trustees. So long as the Plan is in effect, the selection and nomination of those Trustees who are not “interested persons”interested persons (as that term is defined in the 1940 Act), on behalf of the Fund and onTrust shall be committed to the basis of a recommendation from Guggenheim Partners Investment Management, LLC, the investment managerdiscretion of the Fund (the “Investment Manager”), determined that it is advisable andnon-interested Trustees then in office.
12. Miscellaneous. If any provision of this Plan shall be held or made invalid by a court decision, statute, rule or otherwise, the best interestsremainder of the Fund and its shareholders to liquidate and dissolve the Fund pursuant to this Plan; andPlan shall not be affected thereby.
WHEREAS, the Board of Trustees considered and unanimously approved and adopted this Plan as the method of liquidating and dissolving the Fund.
NOW THEREFORE, the liquidation and dissolution of the Fund shall be carried out in the manner set forth herein:
3



1.
Effective Date of Plan. This Plan shall become effective on [ ], 2016 (the “Effective Date”).DISTRIBUTION AND SHAREHOLDER SERVICES PLAN
OF GUGGENHEIM VARIABLE FUNDS TRUST

SCHEDULE A

SERIESDATE MADE A PARTY TO THE PLAN
Series A (StylePlus – Large Core Series)May 1, 2017
Series B (Large Cap Value Series)May 1, 2017
Series D (World Equity Income Series)May 1, 2017
Series E (Total Return Bond Series)October 20, 2014
Series F (Floating Rate Strategies Series)April 30, 2014
Series J (StylePlus—Mid Growth Series)May 1, 2017
Series M (Macro Opportunities Series)April 30, 2014
Series N (Managed Asset Allocation Series)May 1, 2017
Series O (All Cap Value Series)May 1, 2017
Series P (High Yield Series)October 20, 2014
Series Q (Small Cap Value Series)May 1, 2017
Series V (Mid Cap Value Series)May 1, 2017
Series X (StylePlus – Small Growth Series)May 1, 2017
Series Y (StylePlus – Large Growth Series)May 1, 2017
Series Z (Alpha Opportunity Series)May 1, 2017
DATED: [ ]





2.
PLAN PURSUANT TO 12B-1
OF GUGGENHEIM VARIABLE FUNDS TRUST
SCHEDULE B

SERIES
Liquidation. Consistent with this Plan, and in accordance with the DeclarationFee (as a Percentage of Trust, By-laws, and all applicable laws and regulations, including but not limited to Section 331 of the Code, the Fund shall be liquidated and dissolved as promptly as practicable following the Effective Date and notice to shareholders of the Fund.Average
DAILY NET ASSETS OF CLASS)
Series A (StylePlus – Large Core Series)0.25%
Series B (Large Cap Value Series)0.25%
Series D (World Equity Income Series)0.25%
Series E (Total Return Bond Series)0.25%
Series F (Floating Rate Strategies Series)0.25%
Series J (StylePlus—Mid Growth Series)0.25%
Series M (Macro Opportunities Series)0.25%
Series N (Managed Asset Allocation Series)0.25%
Series O (All Cap Value Series)0.25%
Series P (High Yield Series)0.25%
Series Q (Small Cap Value Series)0.25%
Series V (Mid Cap Value Series)0.25%
Series X (StylePlus – Small Growth Series)0.25%
Series Y (StylePlus – Large Growth Series)0.25%
Series Z (Alpha Opportunity Series)0.25%





APPENDIX B
CURRENT AND PRO FORMA OPERATING EXPENSES

The tables below compare the Funds’ operating expenses for the fiscal year ended December 31, 2016 to the Funds’ hypothetical operating expenses for the same period assuming that the 12b-1 fee under the proposed Distribution Plan had been in place for the entire fiscal year. The hypothetical “pro forma” operating expenses assume the implementation of (i) the 12b-1 fees under Proposal 1; (ii) the proposed decreased investment advisory fee for certain Funds, as applicable; and (iii) the proposed expense limitation agreement for certain Funds, as applicable. The operating expenses do not reflect separate account or insurance contract fees or charges, which if reflected would increase expenses. Please refer to your Contract prospectus for information on these fees and charges.

The purpose of the tables and the examples below is to assist shareholders in understanding the estimated effect of the adoption of the proposed Distribution Plan on the various costs and expenses of investing in shares of the Funds. The examples are for comparison only and “pro formas” do not represent the Funds’ actual or future expenses. The examples should not be considered representations of future expenses.

Series A (StylePlus—Large Core Series)
Annual Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)

3.CurrentPro Forma
Management Fees[ ]%[ ]%
Distribution and Service (12b-1) FeesN/A0.25%
Other Expenses[ ]%[ ]%
Acquired Fund Fees and Expenses[ ]%[ ]%
Total Annual Fund Operating Expenses[ ]%[ ]%
CessationFee Waiver (and/or Expense Reimbursement)1
[ ]%[ ]%
Total Annual Fund Operating Expenses after Fee Waiver (and/or Expense Reimbursement)[ ]%[ ]%
1 The Investment Manager has contractually agreed through May 1, 2022 to waive fees and/or reimburse Series expenses to the extent necessary to limit the ordinary operating expenses (exclusive of Business. On the Effective Date or as soon as deemed practicable by an officerbrokerage costs, dividends on securities sold short, acquired fund fees and expenses, interest, taxes, litigation, indemnification, and extraordinary expenses) (“Operating Expenses”) of the Trust,Series to the annual percentage of [ ]% of average daily net assets of the Series. The Series may have “Total Annual Fund shall start to cease its businessOperating Expenses after Fee Waiver” greater than the expense cap as a seriesresult of an investment company, may departany acquired fund fees and expenses or other expenses that are excluded from its stated investment objective, strategies and policies as it preparesthe calculation. The Investment Manager is entitled to distribute its assets to shareholders, and shall not engage inreimbursement by the Series of fees waived or expenses reimbursed during any business or activities, except for the purposes of: (a) winding up the Fund’s business and affairs; (b) marshalling and preserving the value of the Fund’s assets; and (c) distributing the Fund’s assets to shareholders in redemption of their shares in accordance with this Plan after making payment to (or making reasonable provision to pay) all creditors of the Fund, and discharging (or making reasonable provision to discharge) the Fund’s claims or obligations as provided in Section 7.
4.
Notice to Shareholders. As soon as practicable after the adoption of this Plan, the Trust shall provide notice to the Fund’s shareholders and other appropriate parties that this Plan has been approved by the Board of Trustees, and that the Fund will be liquidating its portfolio securities and other assets, redeeming its outstanding shares and distributing its remaining assets to shareholders.
5.
Restrictionprevious 36 months beginning on Sale of Shares. The Fund shall cease offering the sale of its shares, if practicable, on or after the Effective Date or such other date as deemed appropriate by an officer of the Trust. Any redemptions requested between the Effective Date and Liquidation Date (as defined below) may be made in cash or in-kind as provided in the Fund’s currently effective Registration Statement.
6.
Liquidation of Assets. Prior to or about [ ], 2016 (the “Liquidation Date”), all of the Fund’s portfolio securities and other assets shall be converted into cash, cash equivalents or other liquid assets. In the alternative, if determined to be in the best interests of the Fund and its shareholders, the Investment Manager may elect not to liquidate all or a portion of the Fund’s portfolio securities and other assets, and elect to distribute such portfolio securities and other assets in-kind or distribute a combination of cash and portfolio securities and other assets in-kind to shareholders in redemption of their shares consistent with applicable statutes and regulations, which shall constitute a “liquidating distribution” under Section 8 of this Plan.
7.
Payment of Debts. As soon as practicable after the Effective Date, the Fund shall determine and pay, or make reasonable provision to pay, in full the amount of the Fund’s known (including known but for which the identity of the claimant is unknown), or unknown or not yet arisen but reasonably likely to become known or arise, claims and obligations, including all contingent, conditional or unmatured claims and obligations prior to the date of the liquidating distribution provided for in Section 8 of this Plan.expense limitation agreement. The agreement will expire when it reaches its termination or when the investment adviser ceases to serve as such (subject to recoupment rights).

This Example is intended to help you compare the cost of investing in the Series with the cost of investing in other mutual funds. It does not reflect expenses and charges of any variable annuity contract or variable life insurance policy, which if reflected would increase expenses.

The Example assumes that you invest $10,000 in the Series for the time periods indicated and reflects expenses whether or not you redeem your shares at the end of those periods. The Example also assumes that your investment has a 5%



return each year and that the Series’ operating expenses remain the same. Although the actual costs may be higher or lower, based on these assumptions your costs would be:

8.1 Year3 Years5 Years10 Years
Current$$$$
Pro Forma$$$$

The above examples reflect applicable contractual fee waiver/expense reimbursement arrangements for the duration of the arrangements only.

Series B (Large Cap Value Series)
Annual Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)

CurrentPro Forma
Management Fees[ ]%[ ]%
Distribution and Service (12b-1) FeesN/A0.25%
Other Expenses[ ]%[ ]%
Total Annual Fund Operating Expenses[ ]%[ ]%
Liquidating DistributionFee Waiver (and/or Expense Reimbursement). As soon as practicable1
[ ]%[ ]%
Total Annual Fund Operating Expenses after the Effective Date, and in any event on the Liquidation Date, the Fund shall distribute ratably accordingFee Waiver (and/or Expense Reimbursement)[ ]%[ ]%
1 The Investment Manager has contractually agreed through May 1, 2022 to waive fees and/or reimburse Series expenses to the numberextent necessary to limit the ordinary operating expenses (exclusive of shares held by each shareholder of recordbrokerage costs, dividends on securities sold short, acquired fund fees and expenses, interest, taxes, litigation, indemnification, and extraordinary expenses) (“Operating Expenses”) of the Fund asSeries to the annual percentage of the close[ ]% of business on the Liquidation Date a liquidating distribution (or distributions, if more than one distribution shall be necessary) comprising all of the remainingaverage daily net assets of the Series. The Series may have “Total Annual Fund Operating Expenses after payingFee Waiver” greater than the expense cap as a result of any acquired fund fees and expenses or making reasonable provisionother expenses that are excluded from the calculation. The Investment Manager is entitled to pay claims and obligations pursuant to Section 7 above, in complete cancellation and redemptionreimbursement by the Series of all the outstanding sharesfees waived or expenses reimbursed during any of the Fund, except for cash, bank deposits or cash equivalents in an estimated amount necessary to (i) discharge any unpaid claims and obligationsprevious 36 months beginning on the date of the Fund onexpense limitation agreement. The agreement will expire when it reaches its termination or when the Fund’s books on the Liquidation Date, including but not limitedinvestment adviser ceases to income dividends and capital gains distributions, if any, payable through the Liquidation Date and (ii) payserve as such contingent claims and obligations as the Board shall reasonably deem(subject to exist against the assets of the Fund on the Fund’s books.recoupment rights).
Upon
This Example is intended to help you compare the distributioncost of the liquidating distribution(s) to each shareholder of record on the Liquidation Date in redemption of such shareholder’s shares of the Fund held on the Liquidation Date, the Fund’s outstanding shares shall all be deemed cancelled.
If the Fund is unable to make distributions to all shareholders of the Fund because of an inability to locate shareholders to whom distributions in redemption of the Fund’s shares are payable, the Board of Trustees may create,investing in the nameSeries with the cost of investing in other mutual funds. It does not reflect expenses and on behalfcharges of any variable annuity contract or variable life insurance policy, which if reflected would increase expenses.

The Example assumes that you invest $10,000 in the Fund, a trust or account with a financial institution and, subject to applicable abandoned property laws, deposit any of the Fund’s remaining assets in such trust or accountSeries for the benefittime periods indicated and reflects expenses whether or not you redeem all of your shares at the shareholdersend of those periods. The Example also assumes that cannotyour investment has a 5% return each year and that the Series’ operating expenses remain the same. Although the actual costs may be located. The expenses of such trusthigher or account shall be charged against the assets therein.lower, based on these assumptions your costs would be:

9.
Satisfaction of Federal Income and Excise Tax Distribution Requirements. If necessary, the Fund shall, by the Liquidation Date, have declared and paid a dividend or dividends which, together with all previous such dividends, shall have the effect of distributing to the Fund’s shareholders all of the Fund’s investment company taxable income for the taxable years ending at or prior to the Liquidation Date (computed without regard to any deduction for dividends paid), and all of the Fund’s net capital gain, if any, realized in the taxable years ending at or prior to the Liquidation Date (computed without regard to any deduction for dividends paid, or after reduction for any available capital loss carry-forward, as appropriate), and undistributed net income from tax-exempt obligations and any additional amounts necessary to avoid any excise tax or income tax for such periods. Such dividends may be paid either prior to or at the same time as the liquidating distribution.
1 Year3 Years5 Years10 Years
10.Current
Management and Expenses of the Fund.The Investment Manager shall bear expenses incurred in carrying out this Plan, including printing, legal, accounting, custodian

and transfer agency fees, and the expenses of notices to shareholders but excluding the brokerage commissions and similar transaction charges and costs (if any) in preparation for and in connection with the Liquidation, whether or not the liquidation contemplated by this Plan is effected, provided that such accrued amounts are first applied to pay for the Fund’s normal and customary fees and expenses. Any expenses and liabilities attributed to the Fund subsequent to the distribution of the liquidating distribution shall be borne by the Investment Manager, which shall continue through the Liquidation Date any undertaking to limit Fund operating expenses at the levels in effect as of the adoption of this Plan by the Board of Trustees.
$$$$
11.Pro Forma
Receipt of Cash or Other Distributions After the Liquidation Date.Following the Liquidation Date, if the Trust, on behalf of the Fund, receives any form of cash or is entitled to any other distributions that it had not previously recorded on its books, such cash or other distribution shall be disbursed to each shareholder of record on the Liquidation Date ratably according to the number of shares held by the shareholder on the Liquidation Date; provided, however, that the Fund shall not be required to disburse to its shareholders of record on the Liquidation Date any cash or other distribution that the Treasurer or similar officer of the Trust determines to be de minimis after taking into account all expenses associated with effecting the disposition thereof. Any cash or other distribution received by the Trust, on behalf of the Fund, and determined to be de minimis shall be, at the discretion of the Treasurer or similar officer of the Trust and, to the extent consistent with applicable law, rule or regulation, either: (i) distributed proportionately among the remaining series of the Trust based on the net assets of each series; or (ii) donated to a charitable organization.
$		$$$
12.
Power of the Board of Trustees and Delegation of Authority to the Trust’s Officers. The Board of Trustees, and subject to the authority of the Board of Trustees, the Trust’s officers, shall have authority to perform or authorize any actions provided for in this Plan, and any further actions as they may consider necessary or desirable to carry out the purposes of this Plan, including the execution and filing of all certificates, documents, information returns, tax returns and other papers that may be necessary or appropriate to implement this Plan, or that may be required by the 1940 Act, the Code, the laws of the State of Delaware, or any other applicable law or regulation. The officers of the Trust, collectively or individually, may modify or extend any of the dates specified in this Plan for the taking of any action in connection with the implementation of the Plan (including, but not limited to, the Effective Date and the Liquidation Date) if such officer(s) determine, with the advice of counsel, that such modification or extension is necessary or appropriate in connection with the orderly liquidation of the Fund or to protect the interests of the shareholders of the Fund.

13.
Amendment or Abandonment of Plan. The Board of Trustees may authorize and/or ratify variations from or amendments to this Plan as may be necessary or appropriate to effect the liquidation and dissolution of the Fund and the distribution of the Fund’s net assets to its shareholders in redemption of the Fund’s outstanding shares in accordance with the laws of the State of Delaware, the 1940 Act, the Code, the Declaration of Trust, and the By-laws, if the Board of Trustees determines that such action would be advisable and in the best interests of the Fund and its shareholders. The Board of Trustees may abandon this Plan at any time if it determines that abandonment would be advisable and in the best interests of the Fund and its shareholders.
14.
Filings with Regulatory Authorities. The Board of Trustees hereby authorizes and directs the Trust’s officers and other appropriate parties to file all certificates, documents, information returns, tax returns, forms, and other papers that may be necessary or appropriate to implement this Plan or that may be required by the laws of the State of Delaware, the Declaration of Trust and By-laws of the Trust, the Code, any applicable securities laws, and any rules and regulations of the U.S. Securities and Exchange Commission, any state securities commission and such other authorities as may be deemed necessary or appropriate to carry out the intent of this Plan.
15.
Governing Law. This Plan shall be subject to and construed consistently with the Declaration of Trust and By-laws and otherwise shall be governed by and in accordance with the laws of the State of Delaware.
16.
Trust Only. The obligations of the Trust entered into in the name or on behalf thereof by any of the Trustees of the Trust, representatives or agents of the Trust are made not individually, but only in such capacities, and are not binding upon any of the Trustees of the Trust, shareholders or representatives of the Trust personally, but bind only the assets of the Trust.

IN WITNESS WHEREOF, the undersigned, duly authorized officers of the Trust and the Investment Manager have executed this document as of the [ ] day of [ ], 2016.

Guggenheim Variable Funds Trust — Series M (Macro Opportunities Fund)



By:     ______________________

Name:    ______________________The above examples reflect applicable contractual fee waiver/expense reimbursement arrangements for the duration of the arrangements only.

Title:     ______________________Series D(World Equity Income Series)
Annual Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)


Accepted:
CurrentPro Forma
Management Fees[ ]%[ ]%
Distribution and Service (12b-1) FeesN/A0.25%
Other Expenses[ ]%[ ]%
Total Annual Fund Operating Expenses[ ]%[ ]%
Fee Waiver (and/or Expense Reimbursement)1
[ ]%[ ]%
Total Annual Fund Operating Expenses after Fee Waiver (and/or Expense Reimbursement)[ ]%[ ]%
1 The Investment Manager has contractually agreed through May 1, 2022 to waive fees and/or reimburse Series expenses to the extent necessary to limit the ordinary operating expenses (exclusive of brokerage costs, dividends on securities sold short, acquired fund fees and expenses, interest, taxes, litigation, indemnification, and extraordinary expenses) (“Operating Expenses”) of the Series to the annual percentage of [ ]% of average daily net assets of the Series. The Series may have “Total Annual Fund Operating Expenses after Fee Waiver” greater than the expense cap as a result of any acquired fund fees and expenses or other expenses that are excluded from the calculation. The Investment Manager is entitled to reimbursement by the Series of fees waived or expenses reimbursed during any of the previous 36 months beginning on the date of the expense limitation agreement. The agreement will expire when it reaches its termination or when the investment adviser ceases to serve as such (subject to recoupment rights).

Guggenheim Partners Investment Management, LLCThis Example is intended to help you compare the cost of investing in the Series with the cost of investing in other mutual funds. It does not reflect expenses and charges of any variable annuity contract or variable life insurance policy, which if reflected would increase expenses.


The Example assumes that you invest $10,000 in the Series for the time periods indicated and reflects expenses whether or not you redeem all of your shares at the end of those periods. The Example also assumes that your investment has a 5% return each year and that the Series’ operating expenses remain the same. Although the actual costs may be higher or lower, based on these assumptions your costs would be:

By:     ______________________
1 Year3 Years5 Years10 Years
Current$$$$
Pro Forma$$$$

Name:     ______________________

Title:     ______________________The above examples reflect applicable contractual fee waiver/expense reimbursement arrangements for the duration of the arrangements only.












Series M (Macro OpportunitiesJ (StylePlus—Mid Growth Series)
Annual Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)

CurrentPro Forma
Management Fees[ ]%[ ]%
Distribution and Service (12b-1) FeesN/A0.25%
Other Expenses[ ]%[ ]%
Acquired Fund Fees and Expenses[ ]%[ ]%
Total Annual Fund Operating Expenses[ ]%[ ]%
Fee Waiver (and/or Expense Reimbursement)1
[ ]%[ ]%
Total Annual Fund Operating Expenses after Fee Waiver (and/or Expense Reimbursement)[ ]%[ ]%
1 The Investment Manager has contractually agreed through May 1, 2022 to waive fees and/or reimburse Series expenses to the extent necessary to limit the ordinary operating expenses (exclusive of brokerage costs, dividends on securities sold short, acquired fund fees and expenses, interest, taxes, litigation, indemnification, and extraordinary expenses) (“Operating Expenses”) of the Series to the annual percentage of [ ]% of average daily net assets of the Series. The Series may have “Total Annual Fund Operating Expenses after Fee Waiver” greater than the expense cap as a result of any acquired fund fees and expenses or other expenses that are excluded from the calculation. The Investment Manager is entitled to reimbursement by the Series of fees waived or expenses reimbursed during any of the previous 36 months beginning on the date of the expense limitation agreement. The agreement will expire when it reaches its termination or when the investment adviser ceases to serve as such (subject to recoupment rights).

This Example is intended to help you compare the cost of investing in the Series with the cost of investing in other mutual funds. It does not reflect expenses and charges of any variable annuity contract or variable life insurance policy, which if reflected would increase expenses.

The Example assumes that you invest $10,000 in the Series for the time periods indicated and reflects expenses whether or not you redeem all of your shares at the end of those periods. The Example also assumes that your investment has a 5% return each year and that the Series’ operating expenses remain the same. Although the actual costs may be higher or lower, based on these assumptions your costs would be:

1 Year3 Years5 Years10 Years
Current$$$$
Pro Forma$$$$

The above examples reflect applicable contractual fee waiver/expense reimbursement arrangements for the duration of the arrangements only.














Series N (Managed Asset Allocation Series)
Annual Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)

CurrentPro Forma
Management Fees[ ]%[ ]%
Distribution and Service (12b-1) FeesN/A0.25%
Other Expenses[ ]%[ ]%
Acquired Fund Fees and Expenses[ ]%[ ]%
Total Annual Fund Operating Expenses[ ]%[ ]%

This Example is intended to help you compare the cost of investing in the Series with the cost of investing in other mutual funds. It does not reflect expenses and charges of any variable annuity contract or variable life insurance policy, which if reflected would increase expenses.

The Example assumes that you invest $10,000 in the Series for the time periods indicated and reflects expenses whether or not you redeem all of your shares at the end of those periods. The Example also assumes that your investment has a 5% return each year and that the Series’ operating expenses remain the same. Although the actual costs may be higher or lower, based on these assumptions your costs would be:

1 Year3 Years5 Years10 Years
Current$$$$
Pro Forma$$$$

Series O (All Cap Value Series)
Annual Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)

CurrentPro Forma
Management Fees[ ]%[ ]%
Distribution and Service (12b-1) FeesN/A0.25%
Other Expenses[ ]%[ ]%
Total Annual Fund Operating Expenses[ ]%[ ]%
Fee Waiver (and/or Expense Reimbursement)1
[ ]%[ ]%
Total Annual Fund Operating Expenses after Fee Waiver (and/or Expense Reimbursement)[ ]%[ ]%
1 The Investment Manager has contractually agreed through May 1, 2022 to waive fees and/or reimburse Series expenses to the extent necessary to limit the ordinary operating expenses (exclusive of brokerage costs, dividends on securities sold short, acquired fund fees and expenses, interest, taxes, litigation, indemnification, and extraordinary expenses) (“Operating Expenses”) of the Series to the annual percentage of [ ]% of average daily net assets of the Series. The Series may have “Total Annual Fund Operating Expenses after Fee Waiver” greater than the expense cap as a result of any acquired fund fees and expenses or other expenses that are excluded from the calculation. The Investment Manager is entitled to reimbursement by the Series of fees waived or expenses reimbursed during any of the previous 36 months beginning on the date of the expense limitation agreement. The agreement will expire when it reaches its termination or when the investment adviser ceases to serve as such (subject to recoupment rights).




This Example is intended to help you compare the cost of investing in the Series with the cost of investing in other mutual funds. It does not reflect expenses and charges of any variable annuity contract or variable life insurance policy, which if reflected would increase expenses.

The Example assumes that you invest $10,000 in the Series for the time periods indicated and reflects expenses whether or not you redeem all of your shares at the end of those periods. The Example also assumes that your investment has a 5% return each year and that the Series’ operating expenses remain the same. Although the actual costs may be higher or lower, based on these assumptions your costs would be:

1 Year3 Years5 Years10 Years
Current$$$$
Pro Forma$$$$

The above examples reflect applicable contractual fee waiver/expense reimbursement arrangements for the duration of the arrangements only.

Series Q (Small Cap Value Series)
Annual Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)

CurrentPro Forma
Management Fees[ ]%[ ]%
Distribution and Service (12b-1) FeesN/A0.25%
Other Expenses[ ]%[ ]%
Total Annual Fund Operating Expenses[ ]%[ ]%
Fee Waiver (and/or Expense Reimbursement)1
[ ]%[ ]%
Total Annual Fund Operating Expenses after Fee Waiver (and/or Expense Reimbursement)[ ]%[ ]%
1 The Investment Manager has contractually agreed through May 1, 2022 to waive fees and/or reimburse Series expenses to the extent necessary to limit the ordinary operating expenses (exclusive of brokerage costs, dividends on securities sold short, acquired fund fees and expenses, interest, taxes, litigation, indemnification, and extraordinary expenses) (“Operating Expenses”) of the Series to the annual percentage of [ ]% of average daily net assets of the Series. The Series may have “Total Annual Fund Operating Expenses after Fee Waiver” greater than the expense cap as a result of any acquired fund fees and expenses or other expenses that are excluded from the calculation. The Investment Manager is entitled to reimbursement by the Series of fees waived or expenses reimbursed during any of the previous 36 months beginning on the date of the expense limitation agreement. The agreement will expire when it reaches its termination or when the investment adviser ceases to serve as such (subject to recoupment rights).

This Example is intended to help you compare the cost of investing in the Series with the cost of investing in other mutual funds. It does not reflect expenses and charges of any variable annuity contract or variable life insurance policy, which if reflected would increase expenses.

The Example assumes that you invest $10,000 in the Series for the time periods indicated and reflects expenses whether or not you redeem all of your shares at the end of those periods. The Example also assumes that your investment has a 5% return each year and that the Series’ operating expenses remain the same. Although the actual costs may be higher or lower, based on these assumptions your costs would be:




1 Year3 Years5 Years10 Years
Current$$$$
Pro Forma$$$$

The above examples reflect applicable contractual fee waiver/expense reimbursement arrangements for the duration of the arrangements only.

Series V (Mid Cap Value Series)
Annual Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)

CurrentPro Forma
Management Fees[ ]%[ ]%
Distribution and Service (12b-1) FeesN/A0.25%
Other Expenses[ ]%[ ]%
Total Annual Fund Operating Expenses[ ]%[ ]%
Fee Waiver (and/or Expense Reimbursement)1
[ ]%[ ]%
Total Annual Fund Operating Expenses after Fee Waiver (and/or Expense Reimbursement)[ ]%[ ]%
1 The Investment Manager has contractually agreed through May 1, 2022 to waive fees and/or reimburse Series expenses to the extent necessary to limit the ordinary operating expenses (exclusive of brokerage costs, dividends on securities sold short, acquired fund fees and expenses, interest, taxes, litigation, indemnification, and extraordinary expenses) (“Operating Expenses”) of the Series to the annual percentage of [ ]% of average daily net assets of the Series. The Series may have “Total Annual Fund Operating Expenses after Fee Waiver” greater than the expense cap as a result of any acquired fund fees and expenses or other expenses that are excluded from the calculation. The Investment Manager is entitled to reimbursement by the Series of fees waived or expenses reimbursed during any of the previous 36 months beginning on the date of the expense limitation agreement. The agreement will expire when it reaches its termination or when the investment adviser ceases to serve as such (subject to recoupment rights).

This Example is intended to help you compare the cost of investing in the Series with the cost of investing in other mutual funds. It does not reflect expenses and charges of any variable annuity contract or variable life insurance policy, which if reflected would increase expenses.

The Example assumes that you invest $10,000 in the Series for the time periods indicated and reflects expenses whether or not you redeem all of your shares at the end of those periods. The Example also assumes that your investment has a 5% return each year and that the Series’ operating expenses remain the same. Although the actual costs may be higher or lower, based on these assumptions your costs would be:

1 Year3 Years5 Years10 Years
Current$$$$
Pro Forma$$$$

The above examples reflect applicable contractual fee waiver/expense reimbursement arrangements for the duration of the arrangements only.






Series X (StylePlus—Small Growth Series)
Annual Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)

CurrentPro Forma
Management Fees[ ]%[ ]%
Distribution and Service (12b-1) FeesN/A0.25%
Other Expenses[ ]%[ ]%
Acquired Fund Fees and Expenses[ ]%[ ]%
Total Annual Fund Operating Expenses[ ]%[ ]%
Fee Waiver (and/or Expense Reimbursement)1
[ ]%[ ]%
Total Annual Fund Operating Expenses after Fee Waiver (and/or Expense Reimbursement)[ ]%[ ]%
1 The Investment Manager has contractually agreed through May 1, 2022 to waive fees and/or reimburse Series expenses to the extent necessary to limit the ordinary operating expenses (exclusive of brokerage costs, dividends on securities sold short, acquired fund fees and expenses, interest, taxes, litigation, indemnification, and extraordinary expenses) (“Operating Expenses”) of the Series to the annual percentage of [ ]% of average daily net assets of the Series. The Series may have “Total Annual Fund Operating Expenses after Fee Waiver” greater than the expense cap as a result of any acquired fund fees and expenses or other expenses that are excluded from the calculation. The Investment Manager is entitled to reimbursement by the Series of fees waived or expenses reimbursed during any of the previous 36 months beginning on the date of the expense limitation agreement. The agreement will expire when it reaches its termination or when the investment adviser ceases to serve as such (subject to recoupment rights).

This Example is intended to help you compare the cost of investing in the Series with the cost of investing in other mutual funds. It does not reflect expenses and charges of any variable annuity contract or variable life insurance policy, which if reflected would increase expenses.

The Example assumes that you invest $10,000 in the Series for the time periods indicated and reflects expenses whether or not you redeem all of your shares at the end of those periods. The Example also assumes that your investment has a 5% return each year and that the Series’ operating expenses remain the same. Although the actual costs may be higher or lower, based on these assumptions your costs would be:

1 Year3 Years5 Years10 Years
Current$$$$
Pro Forma$$$$

The above examples reflect applicable contractual fee waiver/expense reimbursement arrangements for the duration of the arrangements only.















Series Y (StylePlus—Large Growth Series)
Annual Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)

CurrentPro Forma
Management Fees[ ]%[ ]%
Distribution and Service (12b-1) FeesN/A0.25%
Other Expenses[ ]%[ ]%
Acquired Fund Fees and Expenses[ ]%[ ]%
Total Annual Fund Operating Expenses[ ]%[ ]%
Fee Waiver (and/or Expense Reimbursement)1
[ ]%[ ]%
Total Annual Fund Operating Expenses after Fee Waiver (and/or Expense Reimbursement)[ ]%[ ]%
1 The Investment Manager has contractually agreed through May 1, 2022 to waive fees and/or reimburse Series expenses to the extent necessary to limit the ordinary operating expenses (exclusive of brokerage costs, dividends on securities sold short, acquired fund fees and expenses, interest, taxes, litigation, indemnification, and extraordinary expenses) (“Operating Expenses”) of the Series to the annual percentage of [ ]% of average daily net assets of the Series. The Series may have “Total Annual Fund Operating Expenses after Fee Waiver” greater than the expense cap as a result of any acquired fund fees and expenses or other expenses that are excluded from the calculation. The Investment Manager is entitled to reimbursement by the Series of fees waived or expenses reimbursed during any of the previous 36 months beginning on the date of the expense limitation agreement. The agreement will expire when it reaches its termination or when the investment adviser ceases to serve as such (subject to recoupment rights).

This Example is intended to help you compare the cost of investing in the Series with the cost of investing in other mutual funds. It does not reflect expenses and charges of any variable annuity contract or variable life insurance policy, which if reflected would increase expenses.

The Example assumes that you invest $10,000 in the Series for the time periods indicated and reflects expenses whether or not you redeem all of your shares at the end of those periods. The Example also assumes that your investment has a 5% return each year and that the Series’ operating expenses remain the same. Although the actual costs may be higher or lower, based on these assumptions your costs would be:

1 Year3 Years5 Years10 Years
Current$$$$
Pro Forma$$$$

The above examples reflect applicable contractual fee waiver/expense reimbursement arrangements for the duration of the arrangements only.













Series Z (Alpha Opportunity Series)
Annual Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)

CurrentPro Forma
Management Fees[ ]%[ ]%
Distribution and Service (12b-1) FeesN/A0.25%
Other Expenses[ ]%[ ]%
Short Sale Dividend and Interest Expenses[ ]%[ ]%
Interest Expense[ ]%[ ]%
Remaining Other Expenses[ ]%[ ]%
Total Annual Fund Operating Expenses[ ]%[ ]%
Fee Waiver (and/or Expense Reimbursement)1
[ ]%[ ]%
Total Annual Fund Operating Expenses after Fee Waiver (and/or Expense Reimbursement)[ ]%[ ]%
1 The Investment Manager has contractually agreed through May 1, 2022 to waive fees and/or reimburse Series expenses to the extent necessary to limit the ordinary operating expenses (exclusive of brokerage costs, dividends on securities sold short, acquired fund fees and expenses, interest, taxes, litigation, indemnification, and extraordinary expenses) (“Operating Expenses”) of the Series to the annual percentage of [ ]% of average daily net assets of the Series. The Series may have “Total Annual Fund Operating Expenses after Fee Waiver” greater than the expense cap as a result of any acquired fund fees and expenses or other expenses that are excluded from the calculation. The Investment Manager is entitled to reimbursement by the Series of fees waived or expenses reimbursed during any of the previous 36 months beginning on the date of the expense limitation agreement. The agreement will expire when it reaches its termination or when the investment adviser ceases to serve as such (subject to recoupment rights).

This Example is intended to help you compare the cost of investing in the Series with the cost of investing in other mutual funds. It does not reflect expenses and charges of any variable annuity contract or variable life insurance policy, which if reflected would increase expenses.

The Example assumes that you invest $10,000 in the Series for the time periods indicated and reflects expenses whether or not you redeem all of your shares at the end of those periods. The Example also assumes that your investment has a 5% return each year and that the Series’ operating expenses remain the same. Although the actual costs may be higher or lower, based on these assumptions your costs would be:

1 Year3 Years5 Years10 Years
Current$$$$
Pro Forma$$$$

The above examples reflect applicable contractual fee waiver/expense reimbursement arrangements for the duration of the arrangements only.





APPENDIX C
OUTSTANDING SHARES
As of the Record Date, the total number of shares outstanding for each Fund is set forth in the table below.
FundShares Outstanding
Series A (StylePlus – Large Core Series)
Series B (Large Cap Value Series)
Series D (World Equity Income Series)
Series J (StylePlus—Mid Growth Series)
Series N (Managed Asset Allocation Series)
Series O (All Cap Value Series)
Series Q (Small Cap Value Series)
Series V (Mid Cap Value Series)
Series X (StylePlus – Small Growth Series)
Series Y (StylePlus – Large Growth Series)
Series Z (Alpha Opportunity Series)




APPENDIX D
INFORMATION REGARDING 5% OWNERS
As of the Record Date, the Trustees and Officers as a group owned less than 1% of the outstanding shares of each Fund. As of the Record Date, the following persons owned, of record and beneficially (unless otherwise indicated), 5% or more of a Fund’s outstanding securities:
FundAmount of Shares OwnedPercentage of the FundName and Address of the Beneficial/Record Owner


[FORM OF VOTING INFORMATION FORM]
pvic.jpg
Guggenheim Variable Funds Trust
PROXY FOR A SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON JULY 29, 2016APRIL 20, 2017

The undersigned hereby instructs the above-mentioned Insurance Company/Qualified Plan to vote shares held in a Separate Account and attributable to the policy/account for which the undersigned is entitled to give voting instructions at the Special Meeting of Shareholders of Series M (Macro OpportunitiesA (StylePlus - Large Core Series), Series B (Large Cap Value Series), Series D (World Equity Income Series), Series J (StylePlus - Mid Growth Series), Series N (Managed Asset Allocation Series), Series O (All Cap Value Series), Series Q (Small Cap Value Series), Series V (Mid Cap Value Series), Series X (StylePlus - Small Growth Series), Series Y (StylePlus - Large Growth Series), and Series Z (Alpha Opportunity Series) to be held at 227 West Monroe Street, 7th Floor, Chicago, Illinois 60606 on July 29, 2016April 20, 2017 at 1:00 p.m. Central Time, and any postponements or adjournments thereof. The Separate Account/Qualified Plan will vote shares attributable to your policy/account as indicated by the undersigned on the reverse side, or if no direction is indicated, the Separate Account/Qualified Plan will vote shares attributable to your policy/account “FOR” the proposal described on the reverse side (the “Proposal”). With respect to those shares for which no proxy instructions have been received by the Separate Account/Qualified Plan on or before July 29, 2016,April 20, 2017, the Separate Account/Qualified Plan will vote shares For, Against and Abstain, in the same proportion as those shares for which voting instructions have been received.


Do you have questions? If you have any questions about how to vote your proxy or about the meeting in general, please call toll-free (800) 331-5908. Representatives are available to assist you Monday through Friday 9 a.m. to 10 p.m. Eastern Time.

Important Notice Regarding the Availability of Proxy Materials for this Special Meeting of Shareholders to Be Held on July 29, 2016.April 20, 2017.

The proxy statement for this meeting is available at: https://www.proxyonline.com/proxyonline.com/docs/seriesm2016.pdfguggenheim2017.pdf

SERIES M (Macro Opportunities Series)[Fund Name]FORM OF VOTING INFORMATION FORM
YOUR SIGNATURE IS REQUIRED FOR YOUR VOTE TO BE COUNTED.   Please sign exactly as your name appears on this Proxy. If joint owners, EITHER may sign this Proxy. When signing as attorney, executor, administrator, trustee, guardian or corporate officer, please give your full title.

 
SIGNATURE (AND TITLE IF APPLICABLE)                                DATE

 
 
SIGNATURE (IF HELD JOINTLY)                                DATE


THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES AND THE PROPOSAL (SET FORTH BELOW) HAS BEEN PROPOSED BY THE BOARD OF TRUSTEES.

By signing and dating above, you instruct the Separate Account/Qualified Plan to vote shares of the Series attributable to your policy/account at the Special Meeting and all adjournments thereof. When properly executed, this proxy will be voted as indicated as “FOR” the Proposal if no choice is indicated. The proxy will be voted in accordance with the proxy holders’ best judgment as to any other matters that may arise at the Special Meeting.

THE BOARD OF TRUSTEES OF THE TRUST UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” THE PROPOSAL.

TO VOTE, MARK CIRCLES BELOW IN BLUE OR BLACK INK AS FOLLOWS. Example: ●
     

FOR

AGAINST

ABSTAIN
1.
To Approve the Adoption of a Distribution and Shareholder Services Plan of Liquidation with Regard tofor the Series M (Macro Opportunities Series).

○○○
2.To Transact Such Other Business as May Properly Come before the Meeting






THANK YOU FOR VOTING


 
[FORM OF PROXY CARD]

Series M (Macro Opportunities Series)proxycard2.jpg
Guggenheim Variable Funds Trust
PROXY FOR A SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON JULY 29, 2016APRIL 20, 2017

The undersigned hereby appoint(s) Amy Lee, Mark E. Mathiasen and Michael P. Megaris, or any one of them, proxies, each with full power of substitution, to vote and act with respect to all shares which the undersigned is entitled to vote at the meeting of shareholders of Series M (Macro OpportunitiesA (StylePlus - Large Core Series), Series B (Large Cap Value Series), Series D (World Equity Income Series), Series J (StylePlus - Mid Growth Series), Series N (Managed Asset Allocation Series), Series O (All Cap Value Series), Series Q (Small Cap Value Series), Series V (Mid Cap Value Series), Series X (StylePlus - Small Growth Series), Series Y (StylePlus - Large Growth Series), and Series Z (Alpha Opportunity Series) to be held at 227 West Monroe Street, 7th Floor, Chicago, Illinois 60606 on July 29, 2016April 20, 2017 at 1:00 p.m. Central Time and any postponements or adjournments thereof (the “Meeting”).


Do you have questions? If you have any questions about how to vote your proxy or about the meeting in general, please call toll-free (800) 331-5908. Representatives are available to assist you Monday through Friday 9 a.m. to 10 p.m. Eastern Time.

Important Notice Regarding the Availability of Proxy Materials for this Special Meeting of Shareholders to Be Held on July 29, 2016.April 20, 2017.

The proxy statement for this meeting is available at: https://www.proxyonline.com/proxyonline.com/docs/seriesm2016.pdfguggenheim2017.pdf


SERIES M (Macro Opportunities Series)[Fund Name]FORM OF PROXY CARD
YOUR SIGNATURE IS REQUIRED FOR YOUR VOTE TO BE COUNTED.   Please sign exactly as your name appears on this Proxy. If joint owners, EITHER may sign this Proxy. When signing as attorney, executor, administrator, trustee, guardian or corporate officer, please give your full title.

 
SIGNATURE (AND TITLE IF APPLICABLE)                                DATE

 
 
SIGNATURE (IF HELD JOINTLY)                                DATE

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES, AND THE PROPOSAL SET FORTH BELOW HAS BEEN PROPOSED BY THE BOARD OF TRUSTEES. This proxy, when properly executed, will be voted in the manner directed herein by the undersigned shareholder. If no direction is made, this proxy will be voted FOR the proposal. In his/her discretion,judgment, the Proxy is authorized to vote upon such other matters as may properly come before the meeting.

THE BOARD OF TRUSTEES OF THE TRUST UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” THE PROPOSAL.


TO VOTE, MARK CIRCLES BELOW IN BLUE OR BLACK INK AS FOLLOWS. Example: ●

     

FOR

AGAINST

ABSTAIN
1.
To Approve the Adoption of a Distribution and Shareholder Services Plan of Liquidation with Regard tofor the Series M (Macro Opportunities Series).


○○○
2.To Transact Such Other Business as May Properly Come before the Meeting   





THANK YOU FOR VOTING