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 ss.240.14a-12
(Name of Registrant as Specified In Its Charter)
RYDEX VARIABLE TRUST
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules
14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which
transaction applies:
(2) Aggregate number of securities to which transaction
applies:
(3) Per unit price or other underlying value of
transaction computed pursuant to Exchange Act Rule
0-11 (set forth the amount on which the filing fee is
calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for
which the offsetting fee was paid previously. Identify the
previous filing by registration statement number, or the
Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
RYDEX VARIABLE TRUST
Dear Shareholder:
I am writing you on an important matter relating to the Rydex family of funds
(the "Funds"). On February 16, 2010, Security Benefit Mutual Holding Company
("SBHC"), the parent company of PADCO Advisors II, Inc., the Funds' investment
adviser that operates under the name Rydex Investments (the "Investment
Adviser"), and certain of SBHC's affiliates entered into agreements with an
investor group (the "Investors") led by Guggenheim Partners, LLC. Under the
agreements, the Investors will acquire control of the Investment Adviser and
affiliates. Guggenheim Partners, LLC is a global, independent, privately held,
diversified financial services firm with more than $100 billion in assets under
supervision.
This transaction should not result in material changes to the day-to-day
management and operations of the Funds or any increase in fees. For example, the
portfolio managers of the Funds are expected to remain the same and your daily
experience in dealing with the Funds should remain unchanged. However, for legal
reasons, this transaction will have the effect of terminating the Funds'
investment advisory agreements with the Investment Adviser and any sub-advisory
agreement.
Accordingly, by this joint proxy statement, we are requesting that you vote to
approve substantially identical investment advisory agreements and, as
applicable, sub-advisory agreements to take the place of the current agreements,
so that the Investment Adviser and, as applicable, any sub-adviser may continue
to manage the Funds.
In addition, we are requesting that you vote to approve a change to each Fund's
"fundamental investment policy" on borrowing money, which currently is more
prohibitive than necessary.
A Special Joint Meeting of Shareholders (the "Meeting") of each of the Funds,
which are listed in an attachment to the Notice of Special Joint Meeting of
Shareholders, has been scheduled for April 23, 2010 to vote on these matters. If
you are an insurance contract owner or shareholder of record of any of the Funds
as of the close of business on February 24, 2010, you are entitled to vote at
the Meeting and any adjournment of the Meeting, even if you, as a shareholder,
have since sold those shares.
You can vote in one of [four] ways:
o By mail with the enclosed proxy card - be sure to sign, date and return
it in the enclosed postage-paid envelope,
o Through the web site listed in the proxy voting instructions,
o By telephone using the toll-free number listed in the proxy voting
instructions, or
o In person at the shareholder meeting on April 23, 2010.
We encourage you to vote over the Internet or by telephone, using the voting
control number that appears on your proxy card. Your vote is extremely
important. Please read the enclosed information carefully before voting. If you
have questions, please call The Altman Group at [INSERT PROXY SOLICITOR'S
TELEPHONE NUMBER].
We appreciate your participation and prompt response in this matter and thank
you for your continued support.
Sincerely,
/s/ Richard M. Goldman
Richard M. Goldman
President
PROMPT EXECUTION AND RETURN OF THE ENCLOSED PROXY CARD IS REQUESTED. A
SELF-ADDRESSED, POSTAGE-PAID ENVELOPE IS ENCLOSED FOR YOUR CONVENIENCE, ALONG
WITH INSTRUCTIONS ON HOW TO VOTE OVER THE INTERNET OR BY TELEPHONE SHOULD YOU
PREFER TO VOTE BY ONE OF THOSE METHODS.
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VERY 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 joint proxy statement to shareholders ("Joint Proxy
Statement").
QUESTIONS AND ANSWERS
Q. WHY AM I RECEIVING THIS JOINT PROXY STATEMENT?
A. You are receiving these proxy materials -- a booklet that includes the Joint
Proxy Statement and your proxy card -- because you have the right to vote on
important proposals concerning your investment in the Rydex family of funds (the
"Funds").
The first two proposals relate to actions that need to be taken in response to
an impending change in control of PADCO Advisors II, Inc., which operates under
the name Rydex Investments, the investment adviser to each of the Funds (the
"Investment Adviser"). This change in control affects the Funds' advisory
agreement with the Investment Adviser and the Investment Adviser's sub-advisory
agreement with CLS Investments, LLC ("CLS"), the sub-adviser to certain Funds.
The third proposal relates to a proposed change in each Fund's ability to borrow
money. Each Fund has a "fundamental investment policy" on borrowing that is more
prohibitive than necessary and than applicable law requires. The current policy
limits investment strategies. Thus, the third proposal seeks to amend the
current fundamental investment policy on borrowing money in order to provide the
Funds with the maximum possible amount of flexibility to engage in borrowing
activity, consistent with current law and with the Funds' investment strategies
and objectives.
Q. WHY AM I BEING ASKED TO VOTE?
A. The Investment Company Act of 1940 (the "1940 Act"), the law that regulates
mutual funds, including the Funds, requires that a fund's investment advisory
agreement terminate whenever there is deemed to be a change in control of the
investment adviser. (In this context, the term "investment adviser" applies to
both an investment adviser and a sub-adviser.) Before an investment advisory
agreement terminates, a new investment advisory agreement must be in effect in
order for the investment adviser to continue to manage the fund's investments.
For that reason, we are seeking shareholder approval of new investment advisory
agreements for the Funds.
Security Benefit Mutual Holding Company ("SBHC"), the parent company of the
Investment Adviser, and certain of SBHC's affiliates have entered into
agreements with an investor group (the "Investors") led by Guggenheim Partners,
LLC, which is a global, independent, privately held, diversified financial
services firm with more than $100 billion in assets under supervision. Under the
agreements, the Investors will acquire control of the Investment Adviser and
affiliates (the "Transaction").
The Transaction should not result in material changes to the day-to-day
management and operations of the Funds or any increase in fees. However, the
Transaction will result in a change in control of the Investment Adviser within
the meaning of the 1940 Act. This will, in turn, result in the termination of
the current investment advisory agreements between the Investment Adviser and
each of the Funds (the "Current Investment Advisory Agreements"). In addition,
the transaction will result in the termination of each of the current
sub-advisory agreements between the Investment Adviser and CLS, with respect to
3
certain Funds (the "Current Sub-Advisory Agreements" and, together with the
Current Investment Advisory Agreements, the "Current Agreements").
At a Special Meeting of the Board of Trustees (the "Board") of Rydex Variable
Trust held on January 28, 2010, the Board considered and voted in favor of new
investment advisory agreements between the Investment Adviser and each of the
Funds (the "New Investment Advisory Agreements"), as well as new sub-advisory
agreements between the Investment Adviser and CLS, with respect to certain Funds
(the "New Sub-Advisory Agreements" and, together with the New Investment
Advisory Agreements, the "New Agreements"), pursuant to which, subject to their
approval by each Fund's shareholders, as applicable, the Investment Adviser will
continue to serve as investment adviser to each Fund and CLS will continue to
serve as sub-adviser to certain Funds after the completion of the Transaction.
The fees charged by each of the Investment Adviser and CLS (collectively, the
"Advisers") for their services to the Funds under each New Agreement will be the
same as their fees under the corresponding Current Agreement. The other terms of
the New Agreements will also be the same in all material respects to those of
the Current Agreements.
With respect to the third proposal, the 1940 Act requires shareholder approval
to amend "fundamental investment policies" adopted by the Funds. Each Fund
currently has in place a fundamental investment policy on its ability to borrow
money. Each Fund's current fundamental investment policy on borrowing money,
however, is more prohibitive than the 1940 Act requires, unnecessarily limiting
investment strategies. Upon a request from management of the Funds, the Board
has reviewed each Fund's fundamental investment policy on borrowing money and
has recommended a change intended to simplify and modernize the policy. In
general, the proposed change provides the Funds the maximum possible amount of
flexibility to engage in borrowing activity consistent with current law and with
the Funds' investment strategies and objectives. The proposal to amend each
Fund's fundamental investment policy on borrowing money is unrelated to the
Transaction.
Q. WILL THE PROPOSED TRANSACTION AFFECT ME?
A. No. The operations of the Advisers, the fees payable to the Advisers and the
persons responsible for the day-to-day investment management of the Funds are
expected to remain unchanged. The Board has been assured that there will be no
reduction in the nature or quality of the investment advisory and sub-advisory
services provided to each Fund, as applicable, due to the change in control.
Q. WILL THERE BE ANY CHANGES TO THE FUNDS' OTHER SERVICE PROVIDERS?
A. The Investors will also acquire control of certain of the Funds' other
service providers ("Affiliated Service Providers") as a result of the
Transaction. The Affiliated Service Providers include Rydex Distributors, Inc.,
which serves as the principal underwriter/distributor to the Funds, and Rydex
Fund Services, Inc., which provides general administrative, shareholder,
dividend disbursement, transfer agent and registrar services to the Funds. Under
the 1940 Act, shareholder approval is not required in order for such Affiliated
Service Providers to continue providing services to the Funds after the closing
of the Transaction. The Board has been assured that there will be no material
change in the nature or quality of the services provided by the Affiliated
Service Providers to each Fund due to the changes in control.
Q. WILL MY FUND'S FEES FOR INVESTMENT ADVISORY AND SUB-ADVISORY SERVICES
INCREASE?
A. No. The fee rates under the New Agreements are identical to those under the
Current Agreements.
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Q. WHAT EFFECT WILL THE PROPOSED CHANGE TO EACH FUND'S FUNDAMENTAL INVESTMENT
POLICY ON BORROWING MONEY HAVE ON THE FUNDS?
A. While this proposal is intended to provide the Investment Adviser and CLS, as
applicable, with greater flexibility in managing each Fund's borrowing activity,
a Fund would continue to be managed subject to limitations imposed by the 1940
Act and the rules and interpretive guidance provided thereunder, as well as the
investment objectives, strategies, and policies expressed in the Fund's
registration statement.
Importantly, the Advisers do not intend to materially increase the borrowing
level of any Fund in the near future, and therefore believe that the proposed
changes will not materially affect the investment risks currently associated
with any Fund.
Should a Fund's shareholders not approve the proposal to amend the Fund's
fundamental investment policy on borrowing money, the Fund's current fundamental
investment policy on borrowing money would continue to apply unchanged.
Q. WHO IS ASKING FOR MY VOTE?
A. The enclosed proxy is being solicited by the Board of your Fund for use at
the Special Joint Meeting of Shareholders to be held on April 23, 2010 (the
"Meeting"), and, if the Meeting is adjourned or postponed, at any later
meetings, for the purposes stated in the Notice of Meeting.
Q. HOW DOES THE BOARD SUGGEST THAT I VOTE?
A. After careful consideration, the Board unanimously recommends that you vote
"FOR" all of the proposals contained in the Joint Proxy Statement. Please see
the section entitled "Board Recommendation" with respect to each proposal for a
discussion of the Board's considerations in making such recommendations.
Q. WHY AM I RECEIVING INFORMATION ABOUT FUNDS I DO NOT OWN?
A. The proposals are similar for each Fund, and management of the Funds has
concluded that it is cost-effective to hold the Meeting for all of the Funds.
You will be asked to vote separately on the proposals with respect to the
Fund(s) that you own. An unfavorable vote on a proposal by the shareholders of
one Fund will not affect the implementation of a comparable proposal by another
Fund if such proposal is approved by shareholders of that Fund assuming that the
Transaction is completed.
5
Q. WHAT VOTE IS REQUIRED TO APPROVE THE PROPOSALS?
A. To be approved with respect to a particular Fund, each proposal must be
approved by a vote of a majority of the outstanding voting securities of that
Fund. The "vote of a majority of the outstanding voting securities" is defined
in the 1940 Act as the lesser of the vote of (i) 67% or more of the voting
securities of a Fund entitled to vote thereon present at the Meeting or
represented by proxy, if more than 50% of the Fund's outstanding voting
securities are present or represented by proxy; or (ii) more than 50% of the
outstanding voting securities of the Fund entitled to vote thereon.
Q. WILL MY VOTE MAKE A DIFFERENCE?
A. Yes! We encourage all shareholders to participate in the governance of their
Fund(s). Additionally, your immediate response on the enclosed proxy card, on
the Internet or over the phone will help save the costs of any further
solicitations.
Q. I'M A VARIABLE CONTRACT OWNER. HOW WILL MY VOTE BE COUNTED?
A. As a variable contract owner of record at the close of business on the record
date, you have the right to instruct the life insurance company that issued your
contract as to how the shares of the Fund(s) attributable to your contract
should be voted. If no voting instructions are received, the life insurance
company will vote the shares attributable to your contract in proportion ("for"
or "withhold authority") to those shares for which instructions are received. As
a result, a small number of contract owners could determine the outcome of the
vote if other contract owners fail to vote.
Q. HOW DO I PLACE MY VOTE?
A. You may provide a Fund with your vote by mail with the enclosed proxy card,
by Internet by following the instructions 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 proxy card. Please follow the enclosed instructions to utilize 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.
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 The Altman Group at [INSERT PROXY SOLICITOR'S
TELEPHONE NUMBER].
PROMPT EXECUTION AND RETURN OF THE ENCLOSED PROXY CARD IS REQUESTED. A
SELF-ADDRESSED, POSTAGE-PAID ENVELOPE IS ENCLOSED FOR YOUR CONVENIENCE, ALONG
WITH INSTRUCTIONS ON HOW TO VOTE OVER THE INTERNET OR BY TELEPHONE SHOULD YOU
PREFER TO VOTE BY ONE OF THOSE METHODS.
6
RYDEX VARIABLE TRUST
9601 Blackwell Road, Suite 500
Rockville, Maryland 20850
1-800-820-0888
NOTICE OF SPECIAL JOINT MEETING OF SHAREHOLDERS
TO BE HELD ON APRIL 23, 2010
Notice is hereby given that a Special Joint Meeting of Shareholders (the
"Meeting") of Rydex Variable Trust (the "Trust") and each of its respective
series listed on the attached list (each, a "Fund" and collectively, the
"Funds") will be held at the Trust's offices at 9601 Blackwell Road, Suite 500,
Rockville, Maryland 20850 on April 23, 2010 at 1:00 p.m. ET for the purposes
listed below:
--------- ---------------------------------------------------- ----------------------------------------------------
PROPOSAL SHAREHOLDERS SOLICITED TO VOTE
--------- ---------------------------------------------------- ----------------------------------------------------
1. THE APPROVAL OF A NEW INVESTMENT ADVISORY ALL FUNDS
AGREEMENT BETWEEN THE TRUST AND PADCO ADVISORS II,
INC., WITH RESPECT TO EACH FUND
--------- ---------------------------------------------------- ----------------------------------------------------
2. THE APPROVAL OF A NEW SUB-ADVISORY AGREEMENT AMERIGO FUND
BETWEEN PADCO ADVISORS II, INC. AND CLS INVESTMENTS, LLC, WITH BEROLINA FUND
RESPECT TO CERTAIN FUNDS CLERMONT FUND
--------- ---------------------------------------------------- ----------------------------------------------------
3. THE APPROVAL OF A CHANGE TO THE FUNDAMENTAL INVESTMENT ALL FUNDS
POLICY ON BORROWING MONEY, WITH RESPECT TO EACH FUND
--------- ---------------------------------------------------------------------------------------------------------
4. 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, "FOR" Proposal 2, and "FOR"
Proposal 3.
Insurance contract owners or shareholders of record at the close of business on
February 24, 2010 are entitled to notice of, and to vote at, the Meeting, even
if such shareholders have since sold those shares.
We call your attention to the accompanying Joint Proxy Statement. You are
requested to complete, date, and sign the enclosed proxy card and return it
promptly in the envelope provided for that purpose. Your proxy 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 at any time by
executing and submitting a revised proxy, by giving written notice of revocation
to the Trust, or by voting in person at the Meeting.
By Order of the Board of Trustees,
/s/ Richard M. Goldman
Richard M. Goldman
President
YOUR VOTE IS VERY IMPORTANT TO US REGARDLESS OF THE NUMBER OF VOTES YOU HOLD.
SHAREHOLDERS WHO DO NOT EXPECT TO ATTEND THE MEETING ARE REQUESTED TO COMPLETE,
SIGN, DATE AND RETURN THE ACCOMPANYING PROXY CARD IN THE ENCLOSED ENVELOPE,
WHICH NEEDS NO POSTAGE IF MAILED IN THE UNITED STATES. IT IS IMPORTANT THAT YOUR
PROXY 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 PROXY CARD UNLESS YOU ELECT TO CHANGE YOUR VOTE.
2
FUNDS PARTICIPATING IN THE MEETING
ON APRIL 23, 2010
All-Cap Opportunity Fund Inverse Russell 2000(R) Strategy Fund
Alternative Strategies Allocation Fund Inverse S&P 500 Strategy Fund
Amerigo Fund Japan 2x Strategy Fund
Banking Fund Leisure Fund
Basic Materials Fund Managed Futures Strategy Fund
Berolina Fund Mid-Cap 1.5x Strategy Fund
Biotechnology Fund Multi-Cap Core Equity Fund
Clermont Fund Multi-Hedge Strategies Fund
Commodities Strategy Fund NASDAQ-100(R) 2x Strategy Fund
Consumer Products Fund NASDAQ-100(R) Fund
Dow 2x Strategy Fund Nova Fund
Electronics Fund Precious Metals Fund
Energy Fund Real Estate Fund
Energy Services Fund Retailing Fund
All-Asset Aggressive Strategy Fund (formerly, Essential Russell 2000(R) 1.5x Strategy Fund
Portfolio Aggressive Fund) Russell 2000(R) 2x Strategy Fund
All-Asset Conservative Strategy Fund S&P 500 2x Strategy Fund
(formerly, Essential Portfolio Conservative Fund) S&P 500 Pure Growth Fund
All-Asset Moderate Strategy Fund S&P 500 Pure Value Fund
(formerly, Essential Portfolio Moderate Fund) S&P MidCap 400 Pure Growth Fund
Europe 1.25x Strategy Fund S&P MidCap 400 Pure Value Fund
Financial Services Fund S&P SmallCap 600 Pure Growth Fund
Government Long Bond 1.2x Strategy Fund S&P SmallCap 600 Pure Value Fund
Health Care Fund Strengthening Dollar 2x Strategy Fund
Internet Fund Technology Fund
Inverse Dow 2x Strategy Fund Telecommunications Fund
Inverse Government Long Bond Strategy Fund Transportation Fund
Inverse Mid-Cap Strategy Fund U.S. Government Money Market Fund
Inverse NASDAQ-100(R) Strategy Fund Utilities Fund
Weakening Dollar 2x Strategy Fund
3
TABLE OF CONTENTS
OVERVIEW OF THE PROPOSALS.........................................................................................3
Approval of New Investment Advisory and Sub-Advisory Agreements (Proposals 1 - 2)..............................3
Approval of a Change to the Funds' Fundamental Investment Policy on Borrowing (Proposal 3).....................3
Information Regarding the Change in Control of the Investment Adviser..........................................4
Section 15(f) of the 1940 Act..................................................................................5
Approval of the New Agreements by the Board....................................................................6
Board Considerations in Approving the New Agreements...........................................................6
New Investment Advisory Agreements.............................................................................7
New Sub-Advisory Agreements...................................................................................10
PROPOSAL 1 - THE APPROVAL OF NEW INVESTMENT ADVISORY AGREEMENTS..................................................12
The Investment Adviser........................................................................................12
Material Terms of the New Investment Advisory Agreements......................................................13
BOARD RECOMMENDATION ON PROPOSAL 1...............................................................................14
PROPOSAL 2 - THE APPROVAL OF NEW SUB -ADVISORY AGREEMENTS........................................................15
Information About CLS.........................................................................................15
Material Terms of the CLS Sub-Advisory Agreement..............................................................16
BOARD RECOMMENDATION ON PROPOSAL 2...............................................................................17
PROPOSAL 3 - THE APPROVAL OF A CHANGE TO THE FUNDAMENTAL INVESTMENT POLICY ON BORROWING MONEY....................18
Proposed New Fundamental Investment Policy....................................................................18
Discussion of Proposed Modification...........................................................................19
BOARD RECOMMENDATION ON PROPOSAL 3...............................................................................20
OTHER BUSINESS...................................................................................................21
ADDITIONAL INFORMATION...........................................................................................21
Administrator, Principal Underwriter and Transfer Agent.......................................................21
Affiliations and Affiliated Brokerage.........................................................................21
Other Information.............................................................................................21
Voting Information............................................................................................21
Shareholder Proposals.........................................................................................23
APPENDICES
Appendix A FORM OF INVESTMENT ADVISORY AGREEMENT........................................................A-1
Appendix B INFORMATION REGARDING THE INVESTMENT ADVISORY AGREEMENTS AND FEES PAID TO THE
INVESTMENT ADVISER AND AFFILIATES............................................................B-1
Appendix C DIRECTORS/TRUSTEES/MANAGERS AND OFFICERS.....................................................C-1
Appendix D-1 ADVISORY FEE RATES OF FUNDS WITH SIMILAR INVESTMENT OBJECTIVES ADVISED BY PADCO
ADVISORS, INC. AND PADCO ADVISORS II, INC..................................................D-1-1
Appendix D-2 ADVISORY FEE RATES OF FUNDS WITH SIMILAR INVESTMENT OBJECTIVES SUB-ADVISED BY CLS
INVESTMENTS, LLC...........................................................................D-2-1
Appendix E FORM OF SUB-ADVISORY AGREEMENT WITH CLS INVESTMENTS, LLC.....................................E-1
Appendix F INFORMATION REGARDING THE SUB-ADVISORY AGREEMENT WITH CLS INVESTMENTS, LLC AND FEES
PAID TO THE SUB-ADVISER......................................................................F-1
Appendix G OUTSTANDING SHARES...........................................................................G-1
Appendix H BENEFICIAL OWNERS OF MORE THAN 5% OF A CLASS OF EACH FUND....................................H-1
ii
RYDEX VARIABLE TRUST
9601 Blackwell Road, Suite 500
Rockville, Maryland 20850
1-800-820-0888
JOINT PROXY STATEMENT
SPECIAL JOINT MEETING OF SHAREHOLDERS
TO BE HELD ON APRIL 23, 2010
This joint proxy statement ("Joint Proxy Statement") and enclosed notice and
proxy card are being furnished in connection with the solicitation of proxies by
the Board of Trustees (the "Board") of Rydex Variable Trust (the "Trust"). The
proxies are being solicited for use at a special joint meeting of shareholders
of the Trust to be held at the Trust's offices at 9601 Blackwell Road, Suite
500, Rockville, Maryland 20850 on April 23, 2010 at 1:00 p.m. ET, 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 series of the Trust listed in the accompanying notice to this Joint Proxy
Statement (each, a "Fund" and collectively, the "Funds") with respect to the
following proposals (the "Proposals") as follows:
--------- ---------------------------------------------------- ----------------------------------------------------
PROPOSAL SHAREHOLDERS SOLICITED TO VOTE
--------- ---------------------------------------------------- ----------------------------------------------------
1. THE APPROVAL OF A NEW INVESTMENT ADVISORY ALL FUNDS
AGREEMENT BETWEEN THE TRUST AND PADCO ADVISORS II,
INC., WITH RESPECT TO EACH FUND
--------- ---------------------------------------------------- ----------------------------------------------------
2. THE APPROVAL OF A NEW SUB-ADVISORY AGREEMENT BETWEEN AMERIGO FUND
PADCO ADVISORS II, INC. AND CLS INVESTMENTS, LLC, BEROLINA FUND
WITH RESPECT TO CERTAIN FUNDS CLERMONT FUND
--------- ---------------------------------------------------- ----------------------------------------------------
3. THE APPROVAL OF A CHANGE TO THE FUNDAMENTAL INVESTMENT ALL FUNDS
POLICY ON BORROWING MONEY, WITH RESPECT TO EACH FUND
--------- ---------------------------------------------------------------------------------------------------------
4. TO TRANSACT SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING
This Joint Proxy Statement and the accompanying notice and the proxy card are
being first mailed to shareholders on or about [INSERT MAILING DATE].
The Board has determined that the use of this Joint Proxy Statement for the
Meeting is in the best interests of each Fund and its shareholders in light of
the similar matters being considered and voted on by the shareholders of the
other Funds.
You are entitled to vote at the Meeting of each Fund of which you are an
insurance contract owner or shareholder as of the close of business on February
24, 2010 (the "Record Date"). Shares of the Funds are available primarily for
variable annuity and variable life insurance products. The Trust is soliciting
voting instructions from insurance contract owners and shareholders invested in
each Fund in connection with the Proposals, as applicable. For ease of
1
reference, throughout this Joint Proxy Statement, insurance contract owners may
be referred to as "shareholders" of a Fund.
If you have any questions about the Proposals or about voting, please call The
Altman Group, the Funds' proxy solicitor, at [INSERT PROXY SOLICITOR'S PHONE
NUMBER].
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE
MEETING TO BE HELD ON APRIL 23, 2010
This Joint Proxy Statement is available at [INSERT WEBSITE ADDRESS]. In
addition, shareholders can find important information about each Fund in the
Fund's annual report, dated December 31, 2008 or, if available, December 31,
2009, including financial reports for the fiscal year ended December 31, 2008
or, if available, December 31, 2009, and in any recent semi-annual report
succeeding such annual reports, if any. You may obtain copies of these reports
without charge by writing to the Trust, or by calling the telephone number shown
on the front page of this Joint Proxy Statement.
2
OVERVIEW OF THE PROPOSALS
APPROVAL OF NEW INVESTMENT ADVISORY AND SUB-ADVISORY AGREEMENTS (PROPOSALS 1 -
2)
The Proposals 1 and 2 relate to actions that need to be taken in response to an
impending change in control of PADCO Advisors II, Inc., which operates under the
name Rydex Investments, the investment adviser to each of the Funds (the
"Investment Adviser"). In addition, the transaction affects the sub-advisory
agreements with CLS Investments, LLC ("CLS"), the sub-adviser to certain Funds.
For purposes of this Joint Proxy Statement, the term "Advisers" collectively
refers to the Investment Adviser and CLS.
The Investment Company Act of 1940, as amended (the "1940 Act"), the law that
regulates mutual funds, such as the Funds, requires that a fund's investment
advisory agreement terminate whenever there is deemed to be a change in control
of the investment adviser. (In this context, the term "investment adviser"
applies to both an investment adviser and a sub-adviser.) Before an investment
advisory agreement terminates, a new investment advisory agreement must be in
effect in order for the investment adviser to continue to manage the fund's
investments. For that reason, we are seeking shareholder approval of new
investment advisory agreements for the Funds.
Upon completion of a transaction involving the Investment Adviser, which is
discussed in more detail below, the Funds' current investment advisory
agreements with the Investment Adviser will be terminated. In addition, the
transaction will result in the termination of the current sub-advisory
agreements between the Investment Adviser and CLS, with respect to Amerigo Fund,
Berolina Fund and Clermont Fund (the "Sub-Advised Funds"). Accordingly, Proposal
1 relates to the approval by shareholders of new investment advisory agreements
between the Investment Adviser and the Funds (the "New Investment Advisory
Agreements"). Similarly, Proposal 2 relates to the approval by shareholders of
new sub-advisory agreements between the Investment Adviser and CLS, with respect
to the Sub-Advised Funds (the "New Sub-Advisory Agreements" and, together with
the New Investment Advisory Agreements, the "New Agreements").
APPROVAL OF A CHANGE TO THE FUNDS' FUNDAMENTAL INVESTMENT POLICY ON BORROWING
(PROPOSAL 3)
In addition to considering the New Agreements in Proposals 1 and 2, shareholders
of the Funds also are being asked to consider the approval of a change to each
Fund's current fundamental investment policy on borrowing money. The 1940 Act
requires that a fund adopt a fundamental investment policy on borrowing. Under
the 1940 Act, any change to a fundamental investment policy must be approved by
shareholders of the fund. Each Fund's current fundamental investment policy on
borrowing money is more restrictive than the 1940 Act requires, unnecessarily
limiting investment strategies. Accordingly, Proposal 3 seeks approval of a
change to each Fund's fundamental investment policy on borrowing money in order
to permit a Fund to engage in borrowing money consistent with applicable law.
Proposal 3 is unrelated to Proposals 1 and 2.
FOR THE REASONS DISCUSSED BELOW, THE BOARD RECOMMENDS THAT SHAREHOLDERS
VOTE "FOR" THE APPROVAL OF THE NEW AGREEMENTS AND CHANGE TO THE
FUNDAMENTAL INVESTMENT POLICY ON BORROWING MONEY.
3
INFORMATION REGARDING THE CHANGE IN CONTROL OF THE INVESTMENT ADVISER
On February 16, 2010, Security Benefit Mutual Holding Company ("SBHC"), the
parent company of the Advisers, and certain of SBHC's affiliates (collectively,
"SecBen") entered into agreements with Guggenheim SBC Holdings LLC
("Purchaser"), a special purpose entity managed by Guggenheim Partners, LLC
("Guggenheim"), which is a global, independent, privately held, diversified
financial services firm with more than $100 billion in assets under supervision
and 800 dedicated professionals. Headquartered in Chicago and New York, the firm
operates through offices in 20 cities in the U.S., Europe and Asia. Guggenheim
operates businesses in investment management, capital markets, wealth management
and merchant banking. Within the investment and wealth management businesses,
Guggenheim specializes in fixed income and alternative investments, and in
providing sophisticated wealth advisory and family office services. Within
capital markets, it specializes in providing debt financing and structured
finance solutions to clients. Merchant banking activities include its portfolio
of investments in funds managed by it, joint venture business investments, and
new business launch activities not integrated into other primary operating
businesses. Guggenheim is a wholly-owned subsidiary of Guggenheim Capital, LLC,
227 West Monroe Street, 48th Floor, Chicago, Illinois 60606. Sage Assets, Inc.,
5949 Sherry Lane, Suite 1900, Dallas, Texas 75225, a wholly-owned subsidiary of
Sammons Enterprises, Inc., 5949 Sherry Lane, Suite 1900, Dallas, Texas 75225, is
a control person of Guggenheim as a result of its equity ownership in excess of
25% (but less than 50%) of Guggenheim Capital, LLC. Under the agreements, the
Purchaser will acquire control of the Investment Adviser and affiliates (the
"Transaction").
The final form of the Purchaser's controlling stake in the Investment Adviser
and affiliates will depend upon whether certain conditions are satisfied. In the
Transaction, the Purchaser will either receive: (a) a 100% ownership stake in
Security Benefit Corporation ("SBC"), the parent company of the Investment
Adviser and affiliates (the "Purchase Transaction"); or, (b) if the Purchase
Transaction is terminated for any reason other than a breach of the related
agreement by the Purchaser or the failure to meet a specific closing condition
relating to execution of employment agreements by certain employees of the SBC
group of companies, a 100% ownership stake in SBC's asset management business,
which includes the Investment Adviser and certain affiliates (the "Contingent
Asset Management Purchase and Sale").
In anticipation of the Transaction, the parties have entered into an interim
recapitalization transaction in which the Purchaser has made a secured loan to
SBC. Upon the closing of the Purchase Transaction, the Purchaser will make a
capital contribution to SBC and the secured loan will convert into equity in
SBC and SBHC will transfer all of the issued and outstanding shares of capital
stock of SBC to the Purchaser. The Purchase Transaction is conditioned on the
approval of corporate restructuring called a demutualization pursuant to which
the insurance policyholders who presently own SBHC are expected to receive cash
payments or policy credits in connection with the cancellation of their
ownership interests. In the event that the Contingent Asset Management Purchase
and Sale occurs following termination of the Purchase Transaction, SBC will
receive a senior unsecured note and have certain debt extinguished, and the
Purchaser will receive all of the issued and outstanding membership interests of
each entity in SBC's asset management business, which includes the Investment
Adviser and certain affiliates.
The Transaction should not result in material changes to the day-to-day
management and operations of the Funds. For example, the portfolio managers of
the Funds are expected to remain the same and your daily experience in dealing
with the Funds should remain unchanged. However, the Transaction is expected to
result in a "change in control" of the Investment Adviser within the meaning of
the 1940 Act. This will automatically terminate each of the current investment
advisory agreements between the Investment Adviser and the Funds (each, a
"Current
4
Investment Advisory Agreement" and collectively, the "Current Investment
Advisory Agreements") and the current sub-advisory agreements between the
Investment Adviser and CLS, with respect to the Sub-Advised Funds (each, a
"Current Sub-Advisory Agreement" and collectively, the "Current Sub-Advisory
Agreements") (together, the Current Investment Advisory and Current Sub-Advisory
Agreements are referred to as the "Current Agreements").
In addition, the Purchaser will acquire control of certain of the Funds' other
service providers ("Affiliated Service Providers") as a result of the
Transaction. The Affiliated Service Providers include Rydex Distributors, Inc.,
which serves as the principal underwriter/distributor to the Funds, and Rydex
Fund Services, Inc., which provides general administrative, shareholder,
dividend disbursement, transfer agent and registrar services to the Funds. Under
the 1940 Act, shareholder approval is not required in order for such Affiliated
Service Providers to continue providing services to the Funds after the closing
of the Transaction.
Completion of the Transaction will be subject to certain closing conditions,
including: (a) the receipt of approvals required for the assignment or
replacement of investment advisory contracts relating to 80% or more of the
total net assets under management by the Investment Adviser and certain
affiliates that will be controlled by the Purchaser; and, (b) with respect to
the Purchase Transaction only, the approval of the members of SBHC to the extent
required by applicable law in order to effect the demutualization transaction
described above.
While the parties expect the Transaction to be completed by May 31, 2010, it is
subject to various conditions, and may be delayed or even terminated due to
unforeseen circumstances. If for some reason the Transaction does not occur, the
Current Agreements will not automatically terminate and will remain in effect,
and the New Agreements will not be entered into, even if they have been approved
by Fund shareholders. If Proposal 1 is not approved by shareholders of any Fund,
the Board will evaluate other short- and long-term options permitted by law,
which include interim investment advisory agreements and reorganization or
liquidation of the Fund.
SECTION 15(F) OF THE 1940 ACT
Section 15(f) of the 1940 Act provides that, when a change in control of an
investment adviser occurs, the investment adviser or any of its affiliated
persons may receive any amount or benefit in connection with the change in
control as long as two conditions are met. The first condition specifies that no
"unfair burden" may be imposed on the fund as a result of a transaction relating
to the change in control, or any express or implied terms, conditions or
understandings. The term "unfair burden," as defined in the 1940 Act, includes
any arrangement during the two-year period after the change in control
transaction whereby the investment adviser (or predecessor or successor
adviser), or any "interested person" (as defined in the 1940 Act) of any such
investment adviser, receives or is entitled to receive any compensation,
directly or indirectly, from the investment company or its security holders
(other than fees for bona fide investment advisory or other services) or from
any person in connection with the purchase or sale of securities or other
property to, from, or on behalf of the fund (other than fees for bona fide
principal underwriting services). The second condition specifies that, during
the three-year period immediately following consummation of the change in
control transaction, at least 75% of the fund's board of trustees must not be
"interested persons" (as defined in the 1940 Act) of the investment adviser or
predecessor adviser.
Consistent with the conditions of Section 15(f), SecBen and the Purchaser have
agreed that they will not take any action that would have the effect, directly
or indirectly, of causing any requirement of the provisions of Section 15(f) to
be violated with
5
respect to the Transaction. The Investment Adviser represented to the Board that
no unfair burden would be imposed on the Funds as a result of the Transaction.
APPROVAL OF THE NEW AGREEMENTS BY THE BOARD
At a Special Meeting of the Board held on January 28, 2010 (the "January 2010
Meeting"), at which a majority of the members of the Board (the "Trustees"),
including a majority of the Trustees who are not "interested persons" (as
defined under the 1940 Act) of the Trust and who are not interested persons of
any party to the New Agreements (the "Independent Trustees"), were present, the
Board considered and voted in favor of the New Agreements, pursuant to which,
subject to their approval by each Fund's shareholders, as applicable, the
Advisers will continue to serve each Fund, as applicable, after the completion
of the Transaction. Each Adviser's rate of fees for its services to each Fund
under a New Agreement, as applicable, will be the same as its fees under the
Current Agreement. The other terms of the New Agreements will also be the same
in all material respects to those of the Current Agreements. As a result, in
reviewing the New Agreements at the January 2010 Meeting, the Board also
considered its review of relevant materials relating to the Current Agreements
at the annual renewal meeting on August 25, 2009 (the "2009 Renewal Meeting").
BOARD CONSIDERATIONS IN APPROVING THE NEW AGREEMENTS
Prior to the January 2010 Meeting, representatives of SecBen informed the Board
that it was in discussions with Guggenheim regarding a potential arrangement
pursuant to which an investor group led by Guggenheim would acquire control of
the Investment Adviser and affiliates. With respect to the Transaction, the
Board reviewed materials received from SecBen and Guggenheim, including
information relating to the terms of the Transaction. The Board also reviewed
information regarding Guggenheim, including, but not limited to: (a) certain
representations concerning Guggenheim's financial condition, (b) information
regarding Guggenheim's affiliated investment advisers, (c) information regarding
Guggenheim's litigation and regulatory matters, including representations that
there were no material matters, and (d) potential conflicts of interest. SecBen
and Guggenheim also provided the Board with presentations that discussed the
Transaction and intentions for the business, operations and personnel of the
Investment Adviser after the closing of the Transaction.
In considering the New Agreements at the January 2010 Meeting, the Board
determined that the New Agreements would enable shareholders of the Funds to
continue to obtain high quality services at a cost that is appropriate,
reasonable, and in the best interests of their shareholders. The Board,
including the Independent Trustees, unanimously approved the New Agreements. In
reaching their decision, the Trustees carefully considered information that they
had received throughout the year as part of their regular oversight of the
Funds, including, in particular, information from the Investment Adviser and CLS
that was provided in connection with the 2009 Renewal Meeting. The Trustees
noted that, at the 2009 Renewal Meeting, they had obtained and reviewed a wide
variety of information, including certain comparative information regarding
performance of the Funds relative to performance of other comparable mutual
funds.
At the 2009 Renewal Meeting, the Trustees, including the Independent Trustees,
evaluated a number of considerations, including among others: (a) the quality of
the Advisers' investment advisory and other services; (b) the Advisers'
investment management personnel; (c) the Advisers' operations and financial
condition; (d) the Advisers' brokerage practices (including any soft dollar
arrangements) and investment strategies; (e) the level of the fees that the
Advisers charge compared with the fees charged to comparable mutual funds or
accounts; (f) each Fund's
6
overall fees and operating expenses compared with similar mutual funds; (g) the
level of the Advisers' profitability from their Fund-related operations; (h) the
Advisers' compliance systems; (i) the Advisers' policies on and compliance
procedures for personal securities transactions; (j) the Advisers' reputation,
expertise and resources in the financial markets; and (k) Fund performance
compared with similar mutual funds. Certain of these considerations are
discussed in more detail below. In its deliberations at the 2009 Renewal
Meeting, the Board did not identify any single piece of information that was
all-important or controlling. Based on the Board's deliberations and its
evaluation of the information referenced above and described in more detail
below, the Board, including all of the Independent Trustees, unanimously: (a)
concluded that terms of the New Agreements are fair and reasonable; (b)
concluded that the Advisers' fees were reasonable in light of the services that
they provide to the Funds; and (c) agreed to approve the New Agreements, subject
to shareholder approval.
In approving the New Agreements, the Trustees also considered information and
representations made about the Guggenheim organization and its personnel and the
ongoing role that Guggenheim would play with Investors. The Trustees considered
these representations and the financial stability the Transaction was expected
to bring to the Investment Adviser and the Affiliated Service Providers in the
context of the current financial challenges facing certain SBHC affiliates. The
Trustees also considered representations by Guggenheim regarding additional
resources that could be made available to the Investment Adviser and the
Affiliated Service Providers if beneficial to their operations.
NEW INVESTMENT ADVISORY AGREEMENTS
Nature, Extent and Quality of Services Provided by the Investment Adviser. At
the 2009 Renewal Meeting, the Board had reviewed the scope of services to be
provided by the Investment Adviser under the Current Investment Advisory
Agreements. At the January 2010 Meeting, the Board noted that there would be no
significant differences between the scope of services required to be provided by
the Investment Adviser under the Current Investment Advisory Agreements and the
scope of services required to be provided by the Investment Adviser under the
New Investment Advisory Agreements. In reviewing the scope of services provided
to the Funds by the Investment Adviser, the Board had reviewed and discussed at
the 2009 Renewal Meeting the Investment Adviser's investment experience, noting
that the Investment Adviser and its affiliates have committed significant
resources over time to the support of the Funds. The Board also had considered
the Investment Adviser's compliance programs and its compliance record with
respect to the Funds. In that regard, the Board noted that the Investment
Adviser provides information regarding the portfolio management and compliance
to the Board on a periodic basis in connection with regularly scheduled meetings
of the Board. In addition to the above considerations, the Board had reviewed
and considered the Investment Adviser's investment processes and strategies, and
matters related to the Investment Adviser's portfolio transaction policies and
procedures. Based on this review, the Board had concluded at the 2009 Renewal
Meeting that the nature, extent, and quality of services to be provided by the
Investment Adviser to the Funds under the Current Investment Advisory Agreements
were appropriate and continued to support the Board's original selection of the
Investment Adviser as the investment adviser to the Funds.
At the January 2010 Meeting, the Board noted that most of the key investment and
management personnel of the Investment Adviser servicing the Funds are expected
to remain with the Investment Adviser following the Transaction and that the
services provided to the Funds by the Investment Adviser are not expected to
materially change. The Trustees also considered SecBen's and Guggenheim's
representations to the Board that the Investment Adviser would
7
continue to provide investment and related services that were of materially the
same quality and quantity as services provided to the Funds in the past, and
that these services are appropriate in scope and extent in light of the Funds'
operations, the competitive landscape of the investment company business and
investor needs. Based on this review, the Board concluded that the range and
quality of services provided by the Investment Adviser to the Funds were
expected to continue under the New Investment Advisory Agreements at comparable
levels.
Fund Expenses and Performance of the Funds and the Investment Adviser. At the
2009 Renewal Meeting, the Board had reviewed statistical information prepared by
the Investment Adviser regarding the expense ratio components, including actual
advisory fees, waivers/reimbursements, and gross and net total expenses of each
Fund in comparison with the same information for other funds registered under
the 1940 Act determined by the Investment Adviser to comprise each Fund's
applicable peer group. Because few funds seek to provide unlimited exchange
privileges similar to those of the majority of the Funds, each Fund's applicable
peer group is generally limited to the funds of two unaffiliated mutual fund
families. In addition, the Board had reviewed at the 2009 Renewal Meeting
statistical information prepared by the Investment Adviser relating to the
performance of each Fund, as well as each Fund's ability to successfully track
its benchmark over time (as applicable to those Funds which track a benchmark),
and a comparison of each Fund's performance to funds with similar investment
objectives for the same periods and to appropriate indices/benchmarks, in light
of total return, yield and market trends. The Board had further noted that
despite the lack of a sizeable peer group for certain of the Funds, the peer
fund information presented to the Board was meaningful because the peer funds'
investment objectives and strategies were closely aligned with those of the
Funds. The Board also had noted that the investment advisory fees for the Funds
generally were equivalent to those of their peers and that the overall expenses
for the Funds were only slightly higher than the total expenses of the peer
funds, due in part to differing share classes and distribution fees. Based on
the review at the 2009 Renewal Meeting, the Board had concluded that the
investment advisory fees and expense levels and the historical performance of
the Funds, as compared to the investment advisory fees and expense levels and
performance of the peer funds, were satisfactory for the purposes of approving
the continuance of the Current Investment Advisory Agreements. Based on the
representations made by SecBen and Guggenheim at the January 2010 Meeting that
the Investment Adviser would continue to operate following the closing of the
Transaction in much the same manner as it operates today, the Board concluded
that the investment performance of the Investment Adviser was not expected to be
affected by the Transaction.
Costs of Services Provided to the Funds and Profits Realized by the Investment
Adviser and its Affiliates. At the 2009 Renewal Meeting, the Board had reviewed
information about the profitability of the Funds to the Investment Adviser based
on the advisory fees payable under the Current Investment Advisory Agreements
for the last calendar year. The Investment Adviser had also presented the Board
with material discussing its methodology for determining the level of advisory
fees assessable to the Funds. The Board had analyzed the Funds' expenses,
including the investment advisory fees paid to the Investment Adviser. The Board
also had reviewed information regarding direct revenue received by the
Investment Adviser and ancillary revenue received by the Investment Adviser
and/or its affiliates in connection with the services provided to the Funds by
the Investment Adviser (as discussed below) and/or its affiliates. The Board
also had discussed the Investment Adviser's profit margin as reflected in the
Investment Adviser's profitability analysis and had reviewed information
regarding economies of scale (as discussed below). Based on this review at the
2009 Renewal Meeting, the Board had concluded that the profits to be realized by
the Investment Adviser and its affiliates under the Current Investment Advisory
Agreements and from other relationships between the Funds and the Investment
8
Adviser and/or its affiliates, if any, were within the range the Board
considered reasonable and appropriate.
At the January 2010 Meeting, the Board considered the fact that the fee rates
payable to the Investment Adviser would be the same under each Fund's New
Investment Advisory Agreement as they are under such Fund's Current Investment
Advisory Agreement. The Board also noted that the Funds' applicable fee
waiver/expense limitations agreements with the Investment Adviser would remain
in effect, if the New Investment Advisory Agreements are approved by
shareholders and the Transaction is completed. With respect to anticipated
profitability, the Board noted that it was too early to predict how the
Transaction would affect the Investment Adviser's profitability with respect to
the Funds, but noted that this matter would be given further consideration on an
ongoing basis. Overall, the Board concluded that the fees to be paid under the
Current Investment Advisory Agreements and under the New Investment Advisory
Agreements are reasonable.
Economies of Scale. In connection with its review of the Funds' profitability
analysis at the 2009 Renewal Meeting, the Board had reviewed information
regarding economies of scale or other efficiencies that may result from
increases in the Funds' asset levels. The Board had noted that the Current
Investment Advisory Agreements did not provide for any breakpoints in the
investment advisory fees as a result of increases in the asset levels of the
Funds. The Board also had noted that, though the Investment Adviser's assets
under management were significant, the amount is spread among many Funds.
Further limiting the realization of economies of scale, is the ability of
shareholders of many of the Funds to engage in unlimited trading. The Board had
also reviewed and considered the Investment Adviser's historic profitability as
investment adviser to the Funds and determined that reductions in advisory fees
or additions of breakpoints were not warranted at the time of the 2009 Renewal
Meeting. At the January 2010 Meeting, the Trustees noted that the fees would not
change under the New Investment Advisory Agreements, and they will have the
opportunity to again review the appropriateness of the fee payable to the
Investment Adviser under the Agreements when the next renewal of these
Agreements comes before the Board.
Other Benefits to the Investment Adviser and/or its Affiliates. At the 2009
Renewal Meeting, in addition to evaluating the services provided by the
Investment Adviser, the Board had considered the nature, extent, quality and
cost of the administrative, distribution, and shareholder services performed by
the Affiliated Service Providers under separate agreements. The Board had noted
that the Investment Adviser reports its use of soft dollars to the Board on a
quarterly basis, as well as any portfolio transactions on behalf of the Funds
placed through an affiliate of the Funds or the Investment Adviser pursuant to
Rule 17e-1 under the 1940 Act. Based on its review at its 2009 Renewal Meeting,
the Board had concluded that the nature and quality of the services provided by
the Investment Adviser's affiliates to each Fund will benefit the Funds'
shareholders, and that any ancillary benefits would not be disadvantageous to
the Funds' shareholders, particularly in light of the Board's view that the
Funds' shareholders benefit from investing in a fund that is part of a large
family of funds offering a variety of investment strategies and services. The
Board also considered the terms of the Transaction and the financial benefits
that it brings to the parent company of the Investment Adviser and noted that
those financial benefits are available, in part, because of the involvement of
the Investment Adviser in the Transaction. The Board also noted that the
Transaction is expected to put the Investment Adviser on strong financial
footing, enhancing its ability to provide continuous services to the Funds.
9
NEW SUB-ADVISORY AGREEMENTS
Nature, Extent and Quality of Services to be Provided by CLS. At the 2009
Renewal Meeting, the Board had reviewed the scope of services to be provided by
CLS under the Current Sub-Advisory Agreements. At the January 2010 Meeting, the
Board noted that there would be no significant differences between the scope of
services required to be provided by CLS under the Current Sub-Advisory
Agreements and the scope of services required to be provided by CLS under the
New Sub-Advisory Agreements. In reviewing the scope of services provided by CLS,
the Board had reviewed and discussed CLS' investment experience, noting that CLS
and its affiliates have committed significant resources over time to the support
of the Sub-Advised Funds. At the 2009 Renewal Meeting, the Board also had
considered CLS' compliance program and its compliance record with respect to
each Sub-Advised Fund. In that regard, the Board had noted that CLS provides
information regarding the portfolio management and compliance to the Board on a
periodic basis in connection with regularly scheduled meetings of the Board. In
addition to the above considerations, the Board had reviewed and considered CLS'
investment processes and strategies, and matters related to CLS' portfolio
transaction policies and procedures. The Board further had noted that each
Sub-Advised Fund has met its investment objectives consistently since CLS began
sub-advising the Fund.
At the January 2010 Meeting, the Board noted that key investment and management
personnel of CLS servicing the Sub-Advised Funds and services provided to the
Sub-Advised Funds are not expected change as a result of the Transaction. Based
on this review, the Board concluded that the nature, extent and quality of
services to be provided by CLS to the Sub-Advised Funds under the New
Sub-Advisory Agreements were appropriate and continued to support the Board's
original selection of CLS as investment sub-adviser to the Sub-Advised Funds.
The Board also had noted that CLS was not involved in the Transaction and that
the approval of the New Sub-Advisory Agreements with CLS was required due to the
proposed assignment of the Current Investment Advisory Agreements with the
Investment Adviser.
Fund Expenses and Performance of the Sub-Advised Funds and CLS. At the 2009
Renewal Meeting, the Board had reviewed statistical information prepared by CLS
and the Investment Adviser regarding the expense ratio components, including
actual sub-advisory fees, waivers/reimbursements, and gross and net total
expenses to each Sub-Advised Fund. In addition, the Board had reviewed
statistical information prepared by CLS relating to the performance of each
Sub-Advised Fund and a comparison of each Sub-Advised Fund's performance to
appropriate indices/benchmarks, in light of total return, yield and market
trends. Based on this review at the 2009 Renewal Meeting, the Board had
concluded that the investment sub-advisory fees and expense levels and the
historical performance of the Sub-Advised Funds were satisfactory for the
purposes of approving the Current Sub-Advisory Agreements. At the January 2010
Meeting, the Board concluded that CLS would continue to operate following the
closing of the Transaction in much the same manner as it operates today and, as
a result, the Board concluded that the investment performance of CLS was not
expected to be affected by the Transaction.
Cost of Services Provided to the Sub-Advised Funds, Profits Realized by CLS and
its Affiliates and Economies of Scale. At the 2009 Renewal Meeting, the Trustees
had reviewed reports comparing the expense ratios and sub-advisory fees to those
of other comparable mutual funds and concluded that the sub-advisory fees were
reasonable and the result of arm's length negotiation. At its January 2010
Meeting, the Board concluded that, in the near future, the profits to be
realized by CLS and its affiliates under the New Sub-Advisory Agreements and
from other relationships between the Funds and CLS and its affiliates, if any,
should remain within the range
10
the Board previously considered reasonable and appropriate. The Board further
noted at the January 2010 Meeting that it is not possible to predict with
accuracy how the Transaction may affect CLS' future profitability with the
Funds, but that this matter would be given further consideration on an ongoing
basis.
Other Benefits to CLS. At the 2009 Renewal Meeting, the Board had received and
considered information regarding the character and amount of other incidental
benefits CLS might receive as a result of its relationship with the Sub-Advised
Funds, including CLS' soft dollar practices, if any. The Board had concluded
that, taking into account any incidental benefits CLS might receive, the terms
of the Current Sub-Advisory Agreements, including the compensation to be paid
thereunder, were reasonable. At its January 2010 Meeting, the Board considered
other benefits to CLS and its affiliates expected to be derived from their
relationships with the Funds as a result of the Transaction and noted that no
additional benefits were expected because CLS was not a party to the
Transaction.
THE BOARD, INCLUDING THE INDEPENDENT TRUSTEES, UNANIMOUSLY RECOMMENDS THAT
SHAREHOLDERS VOTE "FOR" THE APPROVAL OF THE NEW AGREEMENTS AND CHANGE TO THE
FUNDAMENTAL INVESTMENT POLICY ON BORROWING MONEY.
UNMARKED, PROPERLY SIGNED AND DATED PROXIES WILL BE SO VOTED.
11
PROPOSAL 1
THE APPROVAL OF NEW INVESTMENT ADVISORY AGREEMENTS
WITH RESPECT TO ALL FUNDS
As discussed above, Proposal 1 relates to the approval by shareholders of the
New Investment Advisory Agreements between the Investment Adviser and each of
the Funds. You are being asked to vote separately on Proposal 1 solely with
respect to the Fund(s) that you own. A form of the New Investment Advisory
Agreements is attached in Appendix A.
The terms of each New Investment Advisory Agreement are substantially identical
to those of the corresponding Current Investment Advisory Agreement, except with
respect to the date of execution. Consequently, upon shareholder approval, the
Investment Adviser will continue to render substantially the same services to
the Funds under the New Investment Advisory Agreements that it currently renders
to the Funds under the Current Investment Advisory Agreements.
As discussed above, the Board unanimously approved the New Investment Advisory
Agreements and recommends the approval of the New Investment Advisory Agreements
to shareholders. For information regarding the Board's considerations in
approving the New Investment Advisory Agreements, please see the section above
entitled "Board Considerations in Approving the New Agreements."
The Current Investment Advisory Agreements will remain in place until the
completion of the Transaction, at which time, as a result of the change in the
control of the Investment Adviser, the Current Investment Advisory Agreements
will terminate. However, completion of the Transaction will be subject to
certain closing conditions, including: (a) the receipt of approvals required for
the assignment or replacement of investment advisory contracts relating to 80%
or more of the total net assets under management by the Investment Adviser and
certain affiliates that will be controlled by the Investors; and, (b) with
respect to the Purchase Transaction only, the approval of a corporate
restructuring called a demutualization by the insurance policyholders who
presently own SBHC, to the extent required by applicable law. If for some reason
the Transaction does not occur, the Current Investment Advisory Agreements will
not automatically terminate and will remain in effect, and the New Investment
Advisory Agreements will not be entered into, even if they have been approved by
Fund shareholders.
THE INVESTMENT ADVISER
PADCO Advisors II, Inc., which operates under the name Rydex Investments, is
located at 9601 Blackwell Road, Suite 500, Rockville, Maryland 20850 and
currently serves as investment adviser to the Funds pursuant to the Current
Investment Advisory Agreements. Information regarding the Current Investment
Advisory Agreements, including (a) the date of the agreement, (b) the date on
which it was last approved by shareholders and (c) the rate of compensation to
the Investment Adviser, is provided in Appendix B. If the New Investment
Advisory Agreements are approved by shareholders, they will continue for an
initial term of two years and for subsequent one-year terms so long as they are
renewed annually in accordance with their terms (see discussion under "Term and
Continuance" below).
Information regarding the name(s), address(es) and principal occupation(s) of
the principal executive officer(s) and director(s) of the Investment Adviser is
set forth in Appendix C. A list of the Trustees and officers of the Trust who
hold positions with the Investment Adviser also is set
12
forth in Appendix C. In addition, set forth in Appendix D-1 is a list of other
registered investment companies with similar investment objectives as each Fund,
for which the Investment Adviser acts as investment manager, adviser or
sub-adviser.
Currently, the Investment Adviser is a wholly-owned subsidiary of Rydex
Holdings, LLC, which is a wholly-owned subsidiary of SBC. SBC is wholly owned by
SBHC, One Security Benefit Place, Topeka, Kansas 66636-0001. Upon completion of
the Transaction, the Investors will either receive: (a) a 100% ownership stake
in SBC, the parent company of the Investment Adviser and affiliates; or (b) a
100% ownership stake in SBC's asset management business, which includes the
Investment Adviser and certain affiliates. For more information on the
Transaction, please see the section above entitled "Information Regarding the
Change in Control of the Investment Adviser."
MATERIAL TERMS OF THE NEW INVESTMENT ADVISORY AGREEMENTS
The following summary of the New Investment Advisory Agreements summarizes the
material terms of the New Investment Advisory Agreements and is qualified in its
entirety by reference to the New Investment Advisory Agreements, a form of which
is attached in Appendix A.
Duties of the Investment Adviser. Under the Current Investment Advisory
Agreements and the New Investment Advisory Agreements (each, an "Advisory
Agreement" and collectively, the "Advisory Agreements"), the Investment Adviser
is required to:
o provide the Funds with investment research, advice and supervision and shall
furnish continuously an investment program for the Funds, consistent with the
respective investment objectives and policies of each Fund;
o determine, in its discretion and without prior consultation, what securities
shall be purchased for the Funds, what securities shall be held or sold by the
Funds and what portion of the Funds' assets shall be held uninvested in cash,
subject always to the provisions of the Trust's Declaration of Trust, By-Laws
and registration statement on file with the U.S. Securities and Exchange
Commission (the "SEC");
o discharge its responsibilities subject to the control of the officers and the
Board, and in compliance with the objectives, policies, and limitations set
forth in the Funds' prospectus(es) and applicable laws and regulations;
o vote any proxies for Fund securities;
o provide the Trust, and any other agent designated by the Trust, with records
concerning the Investment Adviser's activities which each Fund is required to
maintain; and
o provide other reports reasonably requested by the Trust's officers and Board
concerning the Investment Adviser's discharge of the foregoing responsibilities.
Indemnity Obligation. Under the Advisory Agreements, the Investment Adviser
shall indemnify and hold harmless the Trust and all affiliated persons thereof
(within the meaning of Section 2(a)(3) of the 1940 Act) and all controlling
persons (as described in Section 15 of the Securities Act of 1933) against any
and all losses, claims, damages, liabilities or litigation (including reasonable
legal and other expenses) by reason of or arising out of: (a) the Investment
Adviser being in material violation of any applicable federal or state law, rule
or regulation or any
13
investment policy or restriction set forth in the Funds' registration statement
or any written guidelines or instruction provided in writing by the Board; (b) a
Fund's failure to satisfy the diversification or source of income requirements
of Subchapter M of the Internal Revenue Code; or (c) the Investment Adviser's
willful misfeasance, bad faith or gross negligence generally in the performance
of its duties or its reckless disregard of its obligations and duties under the
Advisory Agreements.
Term and Continuance. Each Advisory Agreement provides that unless terminated as
provided therein, the Advisory Agreement shall continue for an initial term of
two years. Thereafter, the Advisory Agreement shall continue in effect for
successive annual periods provided such continuance is specifically approved at
least annually (a) by the vote of the Trustees or by a vote of the shareholders;
and (b) by the vote of a majority of the Independent Trustees, cast in person at
a meeting called for the purpose of voting on such approval.
Each Advisory Agreement may be terminated with respect to a Fund at any time
without payment of any penalty, by a Fund upon the vote of either the Board or
by a majority of the outstanding voting securities of the Fund. The Investment
Adviser may also, by not more than sixty (60) days' nor less than thirty (30)
days' written notice, terminate the Advisory Agreements. Each Advisory Agreement
will terminate automatically in the event of its "assignment" (as that term is
defined under the 1940 Act).
BOARD RECOMMENDATION ON PROPOSAL 1
At its January 2010 Meeting, based on its deliberations on and evaluation of the
information described above, the Board, including all of the Independent
Trustees, unanimously: (a) concluded that the terms of the New Investment
Advisory Agreements are fair and reasonable; (b) concluded that the Investment
Adviser's fees are reasonable in light of the services that the Investment
Adviser will provide to the Funds; and (c) agreed to approve the New Investment
Advisory Agreements for an initial term of two years and to recommend the
approval of the New Investment Advisory Agreements to shareholders.
THE TRUSTEES UNANIMOUSLY RECOMMEND THAT SHAREHOLDERS
OF THE FUNDS VOTE "FOR" PROPOSAL 1
14
PROPOSAL 2
THE APPROVAL OF NEW SUB -ADVISORY AGREEMENTS WITH RESPECT TO:
AMERIGO FUND
BEROLINA FUND
CLERMONT FUND
As discussed above, Proposal 2 relates to the approval by shareholders of the
New Sub-Advisory Agreements between the Investment Adviser and CLS with respect
to Amerigo Fund, Berolina Fund and Clermont Fund. You are being asked to vote
separately on Proposal 2 solely with respect to the Sub-Advised Fund(s) that you
own. A form of the New Sub-Advisory Agreements is attached in Appendix E.
The terms of each New Sub-Advisory Agreement are substantially identical to
those of the corresponding Current Sub-Advisory Agreement, except with respect
to the date of execution. Consequently, upon shareholder approval, CLS will
continue to render substantially the same services to the Sub-Advised Funds
under the New Sub-Advisory Agreements that it currently renders to the
Sub-Advised Funds under the Current Sub-Advisory Agreements.
As discussed above, the Board unanimously approved the New Sub-Advisory
Agreements and recommends the approval of the New Sub-Advisory Agreements to
shareholders. For information regarding the Board's considerations in approving
the New Sub-Advisory Agreements, please see the section above entitled "Board
Considerations in Approving the New Agreements."
The Current Sub-Advisory Agreements will remain in place until the completion of
the Transaction, at which time, as a result of the change in the control of the
Investment Adviser, the Current Sub-Advisory Agreements will terminate.
Thereafter, subject to shareholder approval, the New Sub-Advisory Agreements
will go into effect.
However, completion of the Transaction will be subject to certain closing
conditions, including: (a) the receipt of approvals required for the assignment
or replacement of investment advisory contracts relating to 80% or more of the
total net assets under management by the Investment Adviser and certain
affiliates that will be controlled by the Investors; and, (b) with respect to
the Purchase Transaction only, the approval of a corporate restructuring called
a demutualization by the insurance policyholders who presently own SBHC, to the
extent required by applicable law. If for some reason the Transaction does not
occur, the Current Sub-Advisory Agreements will not automatically terminate and
will remain in effect, and the New Sub-Advisory Agreements will not be entered
into, even if they have been approved by Fund shareholders.
The effectiveness of Proposal 2 is also contingent on the approval of Proposal 1
by shareholders of the corresponding Sub-Advised Funds.
INFORMATION ABOUT CLS
CLS Investments, LLC, located at 4020 South 147th Street, Omaha, Nebraska,
68137, currently serves as sub-adviser to each of Amerigo Fund, Berolina Fund
and Clermont Fund pursuant to the Current Sub-Advisory Agreement. Information
regarding the Current Sub-Advisory Agreement, including (a) the date of the
agreement, (b) the date on which it was last approved by shareholders and (c)
the rate of compensation to CLS, is provided in Appendix F. If the New
Sub-Advisory
15
Agreement is approved by shareholders, it will continue for an initial term of
two years and for subsequent one-year terms so long as it is renewed annually in
accordance with its terms (see discussion under "Term and Continuance" below).
Information regarding the name(s), address(es) and principal occupation(s) of
the principal executive officer(s) and managing member(s) of CLS is set forth in
Appendix C. A list of the Trustees and officers of the Trust who hold positions
with CLS also is set forth in Appendix C. In addition, set forth in Appendix D-2
is a list of other registered investment companies with similar investment
objectives as the Sub-Advised Funds, for which CLS acts as investment manager,
adviser or sub-adviser.
CLS is a wholly-owned subsidiary of Northstar Financial Services Group, LLC
("Northstar"), a Nevada limited liability company. NorthStar is owned 50% by W.
Patrick Clarke and 50% by Michael Miola, both of whom serve as a manager of CLS.
MATERIAL TERMS OF THE CLS SUB-ADVISORY AGREEMENT
The following summary of the New Sub-Advisory Agreement between the Investment
Adviser and CLS summarizes its material terms and is qualified in its entirety
by reference to such New Sub-Advisory Agreement, a form of which is attached in
Appendix E.
Duties of CLS. Under the Current Sub-Advisory Agreement and the New Sub-Advisory
Agreement, each between the Investment Adviser and CLS (collectively, the "CLS
Sub-Advisory Agreements"), CLS, subject to the supervision of the Investment
Adviser and the Board, is responsible for managing the assets of each of the
Sub-Advised Funds, including making investment decisions and placing orders to
purchase and sell securities for such Funds, all in accordance with the
investment objective and policies of such Funds as reflected in their current
prospectus and statement of additional information and as may be adopted from
time to time by the Board. In accordance with applicable requirements, CLS will
also maintain all books and records relating to the transactions it executes or
that are otherwise required, and render to the Trust and the Investment Adviser
such periodic and special reports at any time upon reasonable request.
Indemnity Obligation. The CLS Sub-Advisory Agreements provide that each of the
Investment Adviser and CLS agrees to indemnify each other against any claim,
loss or liability (including reasonable attorney's fees) arising as a result of
the failure to meet the standard of care (generally the care, skill, prudence
and diligence under the circumstances then prevailing that a prudent person
acting in a like capacity and familiar with such matters would use) set forth in
the CLS Sub-Advisory Agreements. Furthermore, the Investment Adviser and CLS
each agrees to indemnify each other against any claim, loss or liability
(including reasonable attorney's fees) arising or as a result of willful
misfeasance, bad faith or gross negligence in the performance of its duties, or
by reason of reckless disregard of its obligation and duties thereunder.
Term and Continuance. Under their terms, the CLS Sub-Advisory Agreements will
remain in full force and effect for a period of up to two years from the date of
their execution, and will continue thereafter as long as their continuance is
approved at least annually by the Board or by vote of a majority of the
outstanding shares of a Sub-Advised Fund, as well as by a majority of the
Independent Trustees by vote cast in person at a meeting called for that
purpose. However, the CLS Sub-Advisory Agreements may be terminated with respect
to a Sub-Advised Fund, at any time upon 60 days' written notice without the
payment of any penalty, either by the Investment Adviser or CLS. Additionally,
each CLS Sub-Advisory Agreement will terminate immediately in
16
the event of its assignment or upon the termination of the corresponding
Investment Advisory Agreement.
BOARD RECOMMENDATION ON PROPOSAL 2
At its January 2010 Meeting, based on its deliberations on and evaluation of the
information described above, the Board, including all of the Independent
Trustees, unanimously: (a) concluded that the terms of the New Sub-Advisory
Agreements are fair and reasonable; (b) concluded that CLS' fees are reasonable
in light of the services that it will provide to the Sub-Advised Funds; and (c)
agreed to approve the New Sub-Advisory Agreements for an initial term of two
years and to recommend the approval of the New Sub-Advisory Agreements to
shareholders.
THE TRUSTEES UNANIMOUSLY RECOMMEND THAT SHAREHOLDERS
OF THE SUB-ADVISED FUNDS VOTE "FOR" PROPOSAL 2
17
PROPOSAL 3
THE APPROVAL OF A CHANGE TO THE FUNDAMENTAL INVESTMENT POLICY
ON BORROWING MONEY WITH RESPECT TO ALL
FUNDS
Proposal 3 relates to a change to the "fundamental investment policy" on
borrowing for the Funds. The 1940 Act requires that each Fund adopt a
"fundamental" investment policy with respect to several types of activities,
including borrowing money. Under the 1940 Act, an investment policy that is
"fundamental" may only be modified with the approval of shareholders. Each Fund
currently has in place a fundamental investment policy on its ability to borrow
money that is more prohibitive than the 1940 Act requires, unnecessarily
limiting investment strategies. In general, Proposal 3 is intended to provide
the Funds the maximum possible amount of flexibility to engage in borrowing
activity consistent with current law and with the Funds' investment strategies
and objectives.
PROPOSED NEW FUNDAMENTAL INVESTMENT POLICY
If Proposal 3 is approved by shareholders, the fundamental investment policy
regarding borrowing for each Fund would read:
[The Fund] shall not borrow money, except as permitted under the
Investment Company Act of 1940, and as interpreted or modified by
regulatory authority having jurisdiction from time to time.
CURRENT FUNDAMENTAL INVESTMENT POLICY FOR ALL FUNDS OTHER THAN THE INVERSE
NASDAQ-100(R) STRATEGY, INVERSE S&P 500 STRATEGY, NOVA, NASDAQ-100(R), PRECIOUS
METALS, GOVERNMENT LONG BOND 1.2X STRATEGY, INVERSE GOVERNMENT LONG BOND
STRATEGY AND U.S. GOVERNMENT MONEY MARKET FUNDS
The current fundamental investment policy regarding borrowing money for all
Funds other than the Inverse NASDAQ-100(R) Strategy, Inverse S&P 500 Strategy,
Nova, NASDAQ-100(R), Precious Metals, Government Long BOnd 1.2x Strategy,
Inverse Government Long Bond Strategy and U.S. Government Money Market Funds
reads:
[Each Fund shall not] borrow money in an amount exceeding 33 1/3% of
the value of its total assets, provided that, for the purposes of this
limitation, investment strategies which either obligate the Fund to
purchase securities or require the Fund to segregate assets are not
considered to be borrowing (such investment strategies are only limited
by the Fund's ability to purchase securities or segregate assets equal
to the Fund's investment). Asset coverage of at least 300% is required
for all borrowing, except where the Fund has borrowed money for
temporary purposes in amounts not exceeding 5% of its total assets. The
Fund will not purchase securities while its borrowing exceeds 5% of its
total assets.
CURRENT FUNDAMENTAL INVESTMENT POLICY FOR THE INVERSE NASDAQ-100(R) STRATEGY,
INVERSE S&P 500 STRATEGY, NOVA, NASDAQ-100(R), PRECIOUS METALS, GOVERNMENT LONG
BOND 1.2X STRATEGY AND INVERSE GOVERNMENT LONG BOND STRATEGY FUNDS
The current fundamental investment policy regarding borrowing money for the
Inverse NASDAQ-100(R) Strategy, Inverse S&P 500 Strategy, Nova, NASDAQ-100(R),
Precious Metals, Government Long Bond 1.2x Strategy and Inverse Government Long
Bond Strategy Funds reads:
18
[Each Fund shall not] borrow money, except (i) as a temporary measure
for extraordinary or emergency purposes and then only in amounts not in
excess of 5% of the value of the Fund's total assets from a bank or
(ii) in an amount up to one-third of the value of the Fund's total
assets, including the amount borrowed, in order to meet redemption
requests without immediately selling portfolio instruments. This
provision is not for investment leverage but solely to facilitate
management of the portfolio by enabling the Fund to meet redemption
requests when the liquidation of portfolio instruments would be
inconvenient or disadvantageous.
The Nova Fund and the Government Long Bond 1.2x Strategy Fund
may borrow money, subject to the conditions of [the paragraph
above], for the purpose of investment leverage.
The Inverse Government Long Bond Strategy Fund may borrow
money, subject to the conditions of [the paragraph above], but
shall not make purchases while borrowing in excess of 5% of
the value of its assets. For purposes of this subparagraph,
Fund assets invested in reverse repurchase agreements are
included in the amounts borrowed.
CURRENT FUNDAMENTAL INVESTMENT POLICY FOR THE U.S. GOVERNMENT MONEY MARKET FUND
The current fundamental investment policy regarding borrowing money for the U.S.
Government Money Market Fund reads:
[The Fund may borrow] money to facilitate management of the Fund's
portfolio by enabling the Fund to meet redemption requests when the
liquidation of portfolio instruments would be inconvenient or
disadvantageous. Such borrowing is not for investment purposes and
will be repaid by [the Fund] promptly.
As required by the 1940 Act, [the] Fund must maintain continuous asset
coverage (total assets, including assets acquired with borrowed funds,
less liabilities exclusive of borrowings) of 300% of all amounts
borrowed. If, at any time, the value of [the] Fund's assets should
fail to meet this 300% coverage test, the Fund, within three days (not
including Sundays and holidays), will reduce the amount of the Fund's
borrowings to the extent necessary to meet this 300% coverage
requirement. Maintenance of this percentage limitation may result in
the sale of portfolio securities at a time when investment
considerations otherwise indicate that it would be disadvantageous to
do so.
In addition to the foregoing, the [Fund is] authorized to borrow money
as a temporary measure for extraordinary or emergency purposes in
amounts not in excess of 5% of the value of [the] Fund's total assets.
Borrowings for extraordinary or emergency purposes are not subject to
the foregoing 300% asset coverage requirement. The [Fund is]
authorized to pledge portfolio securities as the [Investment Adviser]
deems appropriate in connection with any borrowings for extraordinary
or emergency purposes.
DISCUSSION OF PROPOSED MODIFICATION
The proposed modification to each Fund's fundamental investment policy on
borrowing money (including any interpretation provided in the Fund's
registration statement) would allow the Funds to borrow to the extent permitted
by the 1940 Act. The 1940 Act currently permits a fund to borrow from banks for
any purpose, in an amount up to 33 1/3% of the fund's assets, including
19
the amount borrowed. Under the 1940 Act, a fund may also issue a note evidencing
a temporary loan (i.e., one that must be repaid within 60 days), as long as it
does not exceed 5% of the fund's total assets.
The proposed modification would also allow each Fund's borrowing policy to
conform to future changes in the 1940 Act--and interpretations
thereunder--without further Board or shareholder action. The modification would
therefore ensure that the Funds maintain the maximum possible amount of
flexibility to engage in borrowing activity, without incurring the additional
expenses necessary to further amend the Funds' fundamental investment policies.
The proposed modification would expand the ability of the Funds to borrow.
Currently, each Fund's fundamental investment policy limits the ability of the
Fund to borrow except subject to certain restrictions (e.g., limitation on
purchasing securities when borrowing exceeds 5% of total assets) or under
certain circumstances (e.g., to meet redemption requests). If approved, the
change would permit each Fund to borrow for any purpose. However, even if
permitted by law, borrowing by a Fund would occur only if consistent with the
Fund's disclosure in its registration statement. Materially increasing the
borrowing level of a Fund may require an amendment to the Fund's prospectus and
Statement of Additional Information.
The Investment Adviser and CLS, as applicable, do not presently intend to
materially increase the borrowing level of any Fund, and believe that the
proposed change will not materially affect the investment risks currently
associated with any Fund. To the extent that any borrowing by a Fund involves
leveraging, however, the Fund's net asset value may be subject to increased
volatility. In addition, any money borrowed will be subject to interest and
other costs, which may exceed the gain on securities purchased with borrowed
money.
Should a Fund's shareholders not approve the proposal to amend the Fund's
fundamental investment policy on borrowing money, the Fund's current fundamental
investment policy on borrowing money (including any interpretation provided in
the Fund's registration statement) would continue to apply unchanged.
BOARD RECOMMENDATION ON PROPOSAL 3
At its January 2010 Meeting, based on its deliberations on and evaluation of the
information described above and such other information deemed relevant, the
Board, including all of the Independent Trustees, unanimously agreed to approve
the proposed new fundamental investment policy on borrowing money and to
recommend the approval of the proposed new fundamental investment policy on
borrowing money to shareholders.
THE TRUSTEES UNANIMOUSLY RECOMMEND THAT SHAREHOLDERS
OF THE FUNDS VOTE "FOR" PROPOSAL 3
20
OTHER BUSINESS
The Trustees do not know of any matters to be presented at the Meeting other
than those set forth in this Joint Proxy Statement. If other business should
properly come before the Meeting, proxies will be voted in accordance with the
judgment of the persons named in the accompanying proxy.
ADDITIONAL INFORMATION
ADMINISTRATOR, PRINCIPAL UNDERWRITER AND TRANSFER AGENT
The principal underwriter/distributor of the Trust is Rydex Distributors, Inc.
("Rydex Distributors"), located at 9601 Blackwell Road, Suite 500, Rockville,
Maryland 20850, an affiliate of the Investment Adviser. Rydex Fund Services,
Inc. ("Rydex Fund Services"), also an affiliate of the Investment Adviser, is
located at 9601 Blackwell Road, Suite 500, Rockville, Maryland 20850 and
provides general administrative, shareholder, dividend disbursement, transfer
agent and registrar services to the Funds. Information regarding the fees paid
by each Fund to each of Rydex Distributors and Rydex Fund Services during the
previous fiscal year is provided in Appendix B.
Although the Investors will acquire control of the Affiliated Service Providers
as a result of the Transaction, shareholder approval is not required in order
for the Affiliated Service Providers to continue providing services to the Funds
after the closing of the Transaction. The Board has been assured that there will
be no material change in the nature or quality of the services provided by the
Affiliated Service Providers to each Fund due to the changes in control.
AFFILIATIONS AND AFFILIATED BROKERAGE
During the Funds' most recent fiscal years, the Funds paid no commissions on
portfolio brokerage transactions to brokers who may be deemed to be affiliated
persons of the Funds, the Investment Adviser or CLS, or affiliated persons of
such persons ("Affiliated Brokers"), except as provided in Exhibit B.
OTHER INFORMATION
Proxy materials, reports and other information filed by the Funds can be
inspected and copied at the Public Reference Facilities maintained by the SEC at
100 F Street, NE, Washington, DC 20549. The SEC maintains an Internet web site
(at http://www.sec.gov) which contains other information about the Funds.
VOTING INFORMATION
Proxy Solicitation. The principal solicitation of proxies will be by the mailing
of this Joint Proxy Statement on or about [INSERT MAILING DATE], but proxies may
also be solicited by telephone and/or in person by representatives of the Trust,
regular employees of the Investment Adviser or its affiliate(s), or The Altman
Group, a private proxy services firm. If we have not received your vote as the
date of the Meeting approaches, you may receive a telephone call from these
parties to ask for your vote. Arrangements will be made with brokerage houses
and other custodians, nominees, and fiduciaries to forward proxies and proxy
materials to their principals.
Cost of the Meeting. The cost of the Meeting, including the costs of retaining
The Altman Group, preparing and mailing of the notice, proxy statement and
proxy, and the solicitation of proxies,
21
including reimbursement to broker-dealers and others who forwarded proxy
materials to their clients, will be borne by SecBen and/or the Investors. The
estimated cost of retaining The Altman Group is approximately $[?].
Shareholder Voting. Shareholders of the Funds who own shares at the close of
business on the Record Date will be entitled to notice of, and vote at, the
Meeting. Each whole share is entitled to one vote, and each fractional share is
entitled to a proportionate fractional vote on each matter as to which such
shares are to be voted at the Meeting. One-third (33 1/3%) of a Fund's shares
entitled to vote on a Proposal constitutes a quorum. Shares of the Funds are
available primarily for variable annuity and variable life insurance products.
Life insurance companies will vote shares attributable to variable contracts for
which no voting instructions are received in proportion ("for" or "withhold
authority") to those shares for which instructions are received. As a result, a
small number of contract owners could determine the outcome of the vote if other
owners fail to vote. In addition, abstentions are counted as shares eligible to
vote at the Meeting in determining whether a quorum is present. Because the
affirmative vote of a majority of the outstanding voting securities of each
Fund, as defined below, is required to approve Proposals 1, 2 and 3, abstentions
have the effect of a negative vote on Proposals 1, 2 and 3.
If a quorum is not present at the Meeting, or if a quorum is present at the
Meeting but sufficient votes to approve one or more of the proposals are not
received, or if other matters arise requiring shareholder attention, the persons
named as proxy agents may propose one or more adjournments of the Meeting to
permit further solicitation of proxies. Any such adjournment will require the
affirmative vote of a majority of those shares present at the Meeting or
represented by proxy. The persons named as proxies will vote those proxies that
they are entitled to vote "FOR" such proposal in favor of such an adjournment,
and will vote those proxies required to be voted "AGAINST" such proposal,
against such an adjournment.
Information regarding the number of issued and outstanding shares of each Fund
as of the Record Date is provided in Appendix G, representing the same number of
votes for each of such Funds. The persons who are known to have owned
beneficially 5% or more of each Fund's outstanding shares as of the Record Date
are listed in Appendix H. [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, there were no persons who were known to control each Fund.]
The person(s) named as proxies on the enclosed proxy card will vote in
accordance with your directions, if your proxy is received properly executed. If
we receive your proxy, and it is executed properly, but you give no voting
instructions with respect to any proposal, your shares will be voted "FOR"
Proposal 1, "FOR" Proposal 2, and "FOR" Proposal 3. The duly appointed proxies
may, in their discretion, vote upon such other matters as may properly come
before the Meeting.
In order that your shares may be represented at the Meeting, you are requested
to vote your shares by mail, Internet or telephone by following the enclosed
instructions. IF YOU VOTE BY TELEPHONE OR INTERNET, PLEASE DO NOT RETURN YOUR
PROXY CARD, UNLESS YOU LATER ELECT TO CHANGE YOUR VOTE. You may revoke your
proxy: (a) at any time prior to its exercise by written notice of its revocation
to the secretary of the Trust prior to the Meeting; (b) by the subsequent
execution and return of another proxy prior to the Meeting; 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.
22
Required Vote. Approval of each Proposal requires the vote of a "majority of the
outstanding voting securities" of a Fund, which means the vote of 67% or more of
the shares that are present at the Meeting, if the holders of more than 50% of
the outstanding shares are present or represented by proxy, or the vote of more
than 50% of the Fund's outstanding shares, whichever is less.
The Current Agreements will remain in place until the completion of the
Transaction, at which time, as a result of the change in the control of the
Investment Adviser, the Current Agreements will terminate and, subject to
shareholder approval, the New Agreements will go into effect. As discussed in
the section above entitled "Information Regarding the Change in Control of the
Investment Adviser," completion of the Transaction will be subject to certain
closing conditions. As a result, if for some reason the Transaction does not
occur, the Current Agreements will not automatically terminate and will remain
in effect, and the New Agreements will not be entered into, even if they have
been approved by Fund shareholders. If Proposal 1 and/or Proposal 2 are not
approved by shareholders of any Fund, the Board will evaluate other short- and
long-term options.
With respect to Proposal 3, should a Fund's shareholders not approve the
proposal to amend the Fund's fundamental investment policy on borrowing money,
the Fund's current fundamental investment policy on borrowing money would
continue to apply unchanged.
Shareholders Sharing the Same Address. As permitted by law, only one copy of
this Joint Proxy Statement may be delivered to shareholders residing at the same
address, unless such shareholders have notified the Trust of their desire to
receive multiple copies of the shareholder reports and proxy statements that the
Trust sends. If you would like to receive an additional copy, please contact the
Trust by writing to the Trust's address, or by calling the telephone number
shown on the front page of this Joint Proxy Statement. The Trust will then
promptly deliver, upon request, a separate copy of this Joint Proxy Statement to
any shareholder residing at an address to which only one copy was mailed.
Shareholders wishing to receive separate copies of the Trust's shareholder
reports and proxy statements in the future, and shareholders sharing an address
that wish to receive a single copy if they are receiving multiple copies, should
also send a request as indicated.
SHAREHOLDER PROPOSALS
The Trust is organized as a statutory trust under the laws of Delaware. As such,
the Trust is not required to, and does not, hold annual shareholder meetings.
Nonetheless, the Board may call a special meeting of shareholders for action by
shareholder vote as may be required by the 1940 Act or as required or permitted
by the Trust's Declaration of Trust and By-Laws. Shareholders who wish to
present a proposal for action at a future meeting should submit a written
proposal to the Secretary of the Trust, c/o Rydex Investments, 9601 Blackwell
Road, Suite 500, Rockville, Maryland 20850 for inclusion in a future proxy
statement. Shareholder proposals to be presented at any future meeting of the
Trust must be received by the Trust in writing within a reasonable amount of
time before the Trust solicits proxies for that meeting, in order to be
considered for inclusion in the proxy materials for that meeting. Whether a
proposal is included in a proxy statement will be determined in accordance with
applicable federal and state laws. Shareholders retain the right to request that
a meeting of the shareholders be held for the purpose of considering matters
requiring shareholder approval.
23
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,
Sincerely,
/s/ Richard M. Goldman
Richard M. Goldman
President
24
APPENDIX A
FORM OF INVESTMENT ADVISORY AGREEMENT
1
ADVISORY AGREEMENT
ADVISORY AGREEMENT made as of this [ ] day of [ ], 2010 by and between RYDEX
VARIABLE TRUST (the "Trust"), a Delaware statutory trust registered as an
investment company under the Investment Company Act of 1940, as amended (the
"1940 Act"), and PADCO ADVISORS II, INC., a Maryland corporation with its
principal place of business at 9601 Blackwell Road, Suite 500, Rockville,
Maryland 20850 (the "Adviser").
W I T N E S S E T H
WHEREAS, the Board of Trustees (the "Board") of the Trust has selected the
Adviser to act as investment adviser to the Trust on behalf of the series set
forth on Schedule A to this Agreement (each a "Fund" and, collectively, the
"Funds"), as such Schedule may be amended from time to time upon mutual
agreement of the parties, and to provide certain related services, as more fully
set forth below, and to perform such services under the terms and conditions
hereinafter set forth;
NOW, THEREFORE, in consideration of the mutual covenants and benefits set forth
herein, the Trust and the Adviser do hereby agree as follows:
1. THE ADVISER'S SERVICES.
(a) Discretionary Investment Management Services. The Adviser
shall act as investment adviser with respect to the Funds. In such
capacity, the Adviser shall, subject to the supervision of the Board,
regularly provide the Funds with investment research, advice and
supervision and shall furnish continuously an investment program for
the Funds, consistent with the respective investment objectives and
policies of each Fund. The Adviser shall determine, from time to time,
what securities shall be purchased for the Funds, what securities shall
be held or sold by the Funds and what portion of the Funds' assets
shall be held uninvested in cash, subject always to the provisions of
the Trust's Declaration of Trust, By-Laws and its registration
statement on Form N-1A (the "Registration Statement") under the 1940
Act, and under the Securities Act of 1933, as amended (the "1933 Act"),
covering Fund shares, as filed with the Securities and Exchange
Commission (the "Commission"), and to the investment objectives,
policies and restrictions of the Funds, as each of the same shall be
from time to time in effect. To carry out such obligations, the Adviser
shall exercise full discretion and act for the Funds in the same manner
and with the same force and effect as the Funds themselves might or
could do with respect to purchases, sales or other transactions, as
well as with respect to all other such things necessary or incidental
to the furtherance or conduct of such purchases, sales or other
transactions. No reference in this Agreement to the Adviser having full
discretionary authority over each Fund's investments shall in any way
limit the right of the Board, in its sole discretion, to establish or
revise policies in connection with the management of a Fund's assets or
to otherwise exercise its right to control the overall management of a
Fund.
(b) Compliance. The Adviser agrees to comply with the
requirements of the 1940 Act, the Investment Advisers Act of 1940 (the
"Advisers Act"), the 1933 Act, the Securities Exchange Act of 1934, as
amended (the "1934 Act"), the Commodity Exchange Act and the respective
rules and regulations thereunder, as applicable, as well as with all
other applicable
A-2
federal and state laws, rules, regulations and case law that relate to
the services and relationships described hereunder and to the conduct
of its business as a registered investment adviser. The Adviser also
agrees to comply with the objectives, policies and restrictions set
forth in the Registration Statement, as amended or supplemented, of the
Funds, and with any policies, guidelines, instructions and procedures
approved by the Board and provided to the Adviser. In selecting each
Fund's portfolio securities and performing the Adviser's obligations
hereunder, the Adviser shall cause the Fund to comply with the
diversification and source of income requirements of Subchapter M and
Section 817(h) of the Internal Revenue Code of 1986, as amended (the
"Code"), for qualification as a regulated investment company. The
Adviser shall maintain compliance procedures that it reasonably
believes are adequate to ensure its compliance with the foregoing. No
supervisory activity undertaken by the Board shall limit the Adviser's
full responsibility for any of the foregoing.
(c) Proxy Voting. The Board has the authority to determine how
proxies with respect to securities that are held by the Funds shall be
voted, and the Board has initially determined to delegate the authority
and responsibility to vote proxies for the Funds' securities to the
Adviser. So long as proxy voting authority for the Funds has been
delegated to the Adviser, the Adviser shall exercise its proxy voting
responsibilities. The Adviser shall carry out such responsibility in
accordance with any instructions that the Board shall provide from time
to time, and at all times in a manner consistent with Rule 206(4)-6
under the Advisers Act and its fiduciary responsibilities to the Trust.
The Adviser shall provide periodic reports and keep records relating to
proxy voting as the Board may reasonably request or as may be necessary
for the Funds to comply with the 1940 Act and other applicable law. Any
such delegation of proxy voting responsibility to the Adviser may be
revoked or modified by the Board at any time.
(d) Recordkeeping. The Adviser shall not be responsible for
the provision of administrative, bookkeeping or accounting services to
the Funds, except as otherwise provided herein or as may be necessary
for the Adviser to supply to the Trust or its Board the information
required to be supplied under this Agreement.
The Adviser shall maintain separate books and detailed records
of all matters pertaining to Fund assets advised by the Adviser required by Rule
31a-1 under the 1940 Act (other than those records being maintained by any
administrator, custodian or transfer agent appointed by the Funds) relating to
its responsibilities provided hereunder with respect to the Funds, and shall
preserve such records for the periods and in a manner prescribed therefore by
Rule 31a-2 under the 1940 Act (the "Fund Books and Records"). The Fund Books and
Records shall be available to the Board at any time upon request, shall be
delivered to the Trust upon the termination of this Agreement and shall be
available without delay during any day the Trust is open for business.
(e) Holdings Information and Pricing. The Adviser shall
provide regular reports regarding Fund holdings, and shall, on its own
initiative, furnish the Trust and its Board from time to time with
whatever information the Adviser believes is appropriate for this
purpose. The Adviser agrees to immediately notify the Trust if the
Adviser reasonably believes that the value of any security held by a
Fund may not reflect fair value. The Adviser agrees to provide any
pricing information of which the Adviser is aware to the Trust, its
Board and/or any Fund pricing agent to assist in the determination of
the fair value of any Fund holdings for which market quotations are not
readily available or as otherwise required in accordance with the 1940
Act or
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the Trust's valuation procedures for the purpose of calculating the
Fund net asset value in accordance with procedures and methods
established by the Board.
(f) Cooperation with Agents of the Trust. The Adviser agrees
to cooperate with and provide reasonable assistance to the Trust, any
Trust custodian or foreign sub-custodians, any Trust pricing agents and
all other agents and representatives of the Trust, such information
with respect to the Funds as they may reasonably request from time to
time in the performance of their obligations, provide prompt responses
to reasonable requests made by such persons and establish appropriate
interfaces with each so as to promote the efficient exchange of
information and compliance with applicable laws and regulations.
2. CODE OF ETHICS. The Adviser has adopted a written code of ethics
that it reasonably believes complies with the requirements of Rule 17j-1 under
the 1940 Act, which it will provide to the Trust. The Adviser shall ensure that
its Access Persons (as defined in the Adviser's Code of Ethics) comply in all
material respects with the Adviser's Code of Ethics, as in effect from time to
time. Upon request, the Adviser shall provide the Trust with a (i) a copy of the
Adviser's current Code of Ethics, as in effect from time to time, and (ii)
certification that it has adopted procedures reasonably necessary to prevent
Access Persons from engaging in any conduct prohibited by the Adviser's Code of
Ethics. Annually, the Adviser shall furnish a written report, which complies
with the requirements of Rule 17j-1, concerning the Adviser's Code of Ethics to
the Trust. The Adviser shall respond to requests for information from the Trust
as to violations of the Code of Ethics by Access Persons and the sanctions
imposed by the Adviser. The Adviser shall immediately notify the Trust of any
material violation of the Code of Ethics, whether or not such violation relates
to a security held by any Fund.
3. INFORMATION AND REPORTING. The Adviser shall provide the Trust and
its respective officers with such periodic reports concerning the obligations
the Adviser has assumed under this Agreement as the Trust may from time to time
reasonably request.
(a) Notification of Breach / Compliance Reports. The Adviser
shall notify the Trust immediately upon detection of (i) any material
failure to manage any Fund in accordance with its investment objectives
and policies or any applicable law; or (ii) any material breach of the
Funds' or the Adviser's policies, guidelines or procedures. In
addition, the Adviser shall provide a quarterly report regarding each
Fund's compliance with its investment objectives and policies,
applicable law, including, but not limited to the 1940 Act and
Subchapter M and Section 817(h) of the Code, and the Fund's policies,
guidelines or procedures as applicable to the Adviser's obligations
under this Agreement. The Adviser agrees to correct any such failure
promptly and to take any action that the Board may reasonably request
in connection with any such breach. Upon request, the Adviser shall
also provide the officers of the Trust with supporting certifications
in connection with such certifications of Fund financial statements and
disclosure controls pursuant to the Sarbanes-Oxley Act. The Adviser
will promptly notify the Trust in the event (i) the Adviser is served
or otherwise receives notice of any action, suit, proceeding, inquiry
or investigation, at law or in equity, before or by any court, public
board, or body, involving the affairs of the Trust (excluding class
action suits in which a Fund is a member of the plaintiff class by
reason of the Fund's ownership of shares in the defendant) or the
compliance by the Adviser with the federal or state securities laws or
(ii) an actual change in control of the Adviser resulting in an
"assignment" (as defined in the 1940 Act) has occurred or is otherwise
proposed to occur.
A-4
(b) Board and Filings Information . The Adviser will also
provide the Trust with any information reasonably requested regarding
its management of the Funds required for any meeting of the Board, or
for any shareholder report, amended registration statement, proxy
statement, or prospectus supplement to be filed by the Trust with the
Commission. The Adviser will make its officers and employees available
to meet with the Board from time to time on due notice to review its
investment management services to the Funds in light of current and
prospective economic and market conditions and shall furnish to the
Board such information as may reasonably be necessary in order for the
Board to evaluate this Agreement or any proposed amendments thereto.
(c) Transaction Information. The Adviser shall furnish to the
Trust such information concerning portfolio transactions as may be
necessary to enable the Trust or its designated agent to perform such
compliance testing on the Funds and the Adviser's services as the Trust
may, in its sole discretion, determine to be appropriate. The provision
of such information by the Adviser to the Trust or its designated agent
in no way relieves the Adviser of its own responsibilities under this
Agreement.
4. BROKERAGE.
(a) Principal Transactions. In connection with purchases or sales of
securities for the account of a Fund, neither the Adviser nor any of its
directors, officers or employees will act as a principal or agent or receive any
commission except as permitted by the 1940 Act.
(b) Placement of Orders. The Adviser shall arrange for the placing of
all orders for the purchase and sale of securities for a Fund's account with
brokers or dealers selected by the Adviser. In the selection of such brokers or
dealers and the placing of such orders, the Adviser is directed at all times to
seek for the Fund the most favorable execution and net price available under the
circumstances. It is also understood that it is desirable for the Fund that the
Adviser have access to brokerage and research services provided by brokers who
may execute brokerage transactions at a higher cost to the Fund than may result
when allocating brokerage to other brokers, consistent with section 28(e) of the
1934 Act and any Commission staff interpretations thereof. Therefore, the
Adviser is authorized to place orders for the purchase and sale of securities
for a Fund with such brokers, subject to review by the Board from time to time
with respect to the extent and continuation of this practice. It is understood
that the services provided by such brokers may be useful to the Adviser in
connection with its or its affiliates' services to other clients.
(c) Aggregated Transactions. On occasions when the Adviser deems the
purchase or sale of a security to be in the best interest of a Fund as well as
other clients of the Adviser, the Adviser may, to the extent permitted by
applicable law and regulations, aggregate the order for securities to be sold or
purchased. In such event, the Adviser will allocate securities or futures
contracts so purchased or sold, as well as the expenses incurred in the
transaction, in the manner the Adviser reasonably considers to be equitable and
consistent with its fiduciary obligations to the Fund and to such other clients
under the circumstances.
(d) Affiliated Brokers. The Adviser or any of its affiliates may act as
broker in connection with the purchase or sale of securities or other
investments for a Fund, subject to: (a) the requirement that the Adviser seek to
obtain best execution and price within the policy
A-5
guidelines determined by the Board and set forth in the Fund's current
prospectus and SAI; (b) the provisions of the 1940 Act; (c) the
provisions of the Advisers Act; (d) the provisions of the 1934 Act; and
(e) other provisions of applicable law. These brokerage services are
not within the scope of the duties of the Adviser under this Agreement.
Subject to the requirements of applicable law and any procedures
adopted by the Board, the Adviser or its affiliates may receive
brokerage commissions, fees or other remuneration from a Fund for these
services in addition to the Adviser's fees for services under this
Agreement.
5. CUSTODY. Nothing in this Agreement shall permit the Adviser to take
or receive physical possession of cash, securities or other investments of a
Fund.
6. ALLOCATION OF CHARGES AND EXPENSES. The Adviser will bear its own
costs of providing services hereunder. Other than as herein specifically
indicated, the Adviser shall not be responsible for a Fund's expenses, including
brokerage and other expenses incurred in placing orders for the purchase and
sale of securities and other investment instruments.
Notwithstanding the foregoing paragraph, with respect to the All Asset
Conservative, All Asset Moderate, All Asset Aggressive, and Alternative
Strategies Allocation Funds, the Adviser will bear its own costs of providing
services hereunder. In addition, the Adviser agrees to pay all expenses incurred
by the foregoing Funds except for acquired fund fees and expenses, interest,
taxes, brokerage and other expenses incurred in placing orders for the purchase
and sale of securities and other investment instruments, extraordinary expenses,
and distribution fees and expenses paid by the Funds under any distribution plan
adopted pursuant to Rule 12b-1 under the 1940 Act.
Notwithstanding the foregoing paragraphs, with respect to the
Multi-Hedge Strategies Fund, the Adviser will bear its own costs of providing
services hereunder. The Adviser agrees to pay all expenses incurred by the
foregoing Fund except for interest, taxes, brokerage and other expenses incurred
in placing orders for the purchase and sale of securities and other investment
instruments, extraordinary expenses, distribution fees, investors services fees,
and expenses paid by the Fund under any distribution plan adopted pursuant to
Rule 12b-1 under the 1940 Act or investor services plan.
7. REPRESENTATIONS, WARRANTIES AND COVENANTS.
(a) Properly Registered. The Adviser is registered as an
investment adviser under the Advisers Act, and will remain so
registered for the duration of this Agreement. The Adviser is not
prohibited by the Advisers Act or the 1940 Act from performing the
services contemplated by this Agreement, and to the best knowledge of
the Adviser, there is no proceeding or investigation that is reasonably
likely to result in the Adviser being prohibited from performing the
services contemplated by this Agreement. The Adviser agrees to promptly
notify the Trust of the occurrence of any event that would disqualify
the Adviser from serving as an investment adviser to an investment
company. The Adviser is in compliance in all material respects with all
applicable federal and state law in connection with its investment
management operations.
(b) ADV Disclosure. The Adviser has provided the Trust with a
copy of its Form ADV as most recently filed with the Commission and
will, promptly after filing any amendment to its Form ADV with the
Commission, furnish a copy of such amendment(s) to the Trust. The
information contained in the Adviser's Form ADV is accurate and
complete in all material
A-6
respects and does not omit to state any material fact necessary in
order to make the statements made, in light of the circumstances under
which they were made, not misleading.
(c) Fund Disclosure Documents. The Adviser has reviewed and
will in the future review, the Registration Statement, and any
amendments or supplements thereto, the annual or semi-annual reports to
shareholders, other reports filed with the Commission and any marketing
material of the Funds (collectively the "Disclosure Documents") and
represents and warrants that with respect to disclosure about the
Adviser, the manner in which the Adviser manages the Funds or
information relating directly or indirectly to the Adviser, such
Disclosure Documents contain or will contain, as of the date thereof,
no untrue statement of any material fact and does not omit any
statement of material fact which was required to be stated therein or
necessary to make the statements contained therein not misleading.
(d) Use Of The Name "Rydex". The Adviser has the right to use
the name "Rydex" in connection with its services to the Trust and that,
subject to the terms set forth in Section 8 of this Agreement, the
Trust shall have the right to use the name "Rydex" in connection with
the management and operation of the Funds. The Adviser is not aware of
any threatened or existing actions, claims, litigation or proceedings
that would adversely effect or prejudice the rights of the Adviser or
the Trust to use the name "Rydex".
(e) Insurance. The Adviser maintains errors and omissions
insurance coverage in an appropriate amount and shall provide prior
written notice to the Trust (i) of any material changes in its
insurance policies or insurance coverage; or (ii) if any material
claims will be made on its insurance policies. Furthermore, the Adviser
shall upon reasonable request provide the Trust with any information it
may reasonably require concerning the amount of or scope of such
insurance.
(f) No Detrimental Agreement. The Adviser represents and
warrants that it has no arrangement or understanding with any party,
other than the Trust, that would influence the decision of the Adviser
with respect to its selection of securities for a Fund, and that all
selections shall be done in accordance with what is in the best
interest of the Fund.
(g) Conflicts. The Adviser shall act honestly, in good faith
and in the best interests of the Trust including requiring any of its
personnel with knowledge of Fund activities to place the interest of
the Funds first, ahead of their own interests, in all personal trading
scenarios that may involve a conflict of interest with the Funds,
consistent with its fiduciary duties under applicable law.
(h) Representations. The representations and warranties in
this Section 7 shall be deemed to be made on the date this Agreement is
executed and at the time of delivery of the quarterly compliance report
required by Section 3(a), whether or not specifically referenced in
such report.
8. THE NAME "RYDEX". The Adviser grants to the Trust a sublicense to
use the name "Rydex" (the "Name") as part of the name of any Fund. The foregoing
authorization by the Adviser to the Trust to use the Name as part of the name of
any Fund is not exclusive of the right of the Adviser itself to use, or to
authorize others to use, the Name; the Trust acknowledges and agrees that, as
between the Trust and the Adviser, the Adviser has the right to use, or
authorize others to use, the Name. The Trust shall (1) only use the Name in a
manner consistent with uses approved by the Adviser; (2) use its
A-7
best efforts to maintain the quality of the services offered using the Name; (3)
adhere to such other specific quality control standards as the Adviser may from
time to time promulgate. At the request of the Adviser, the Trust will (a)
submit to Adviser representative samples of any promotional materials using the
Name; and (b) change the name of any Fund within three months of its receipt of
the Adviser's request, or such other shorter time period as may be required
under the terms of a settlement agreement or court order, so as to eliminate all
reference to the Name and will not thereafter transact any business using the
Name in the name of any Fund; provided, however, that the Trust may continue to
use beyond such date any supplies of prospectuses, marketing materials and
similar documents that the Trust had at the date of such name change in
quantities not exceeding those historically produced and used in connection with
such Fund.
9. ADVISER'S COMPENSATION. The Funds shall pay to the Adviser, as
compensation for the Adviser's services hereunder, a fee, determined as
described in Schedule A that is attached hereto and made a part hereof. Such fee
shall be computed daily and paid not less than monthly in arrears by the Funds.
The method for determining net assets of a Fund for purposes hereof
shall be the same as the method for determining net assets for purposes of
establishing the offering and redemption prices of Fund shares as described in
the Funds' prospectus(es). In the event of termination of this Agreement, the
fee provided in this Section shall be computed on the basis of the period ending
on the last business day on which this Agreement is in effect subject to a pro
rata adjustment based on the number of days elapsed in the current month as a
percentage of the total number of days in such month.
10. INDEPENDENT CONTRACTOR. In the performance of its duties hereunder,
the Adviser is and shall be an independent contractor and, unless otherwise
expressly provided herein or otherwise authorized in writing, shall have no
authority to act for or represent the Trust or any Fund in any way or otherwise
be deemed to be an agent of the Trust or any Fund. If any occasion should arise
in which the Adviser gives any advice to its clients concerning the shares of a
Fund, the Adviser will act solely as investment counsel for such clients and not
in any way on behalf of the Fund.
11. ASSIGNMENT AND AMENDMENTS. This Agreement shall automatically
terminate, without the payment of any penalty, in the event of its assignment
(as defined in section 2(a)(4) of the 1940 Act); provided that such termination
shall not relieve the Adviser of any liability incurred hereunder.
This Agreement may not be added to or changed orally and may not be
modified or rescinded except by a writing signed by the parties hereto and in
accordance with the 1940 Act, when applicable.
12. DURATION AND TERMINATION.
(a) This Agreement shall become effective as of the date
executed and shall remain in full force and effect continually
thereafter, subject to renewal as provided in Section 12(d) and unless
terminated automatically as set forth in Section 11 hereof or until
terminated as follows:
(b) The Trust may cause this Agreement to terminate either (i)
by vote of its Board or (ii) with respect to any Fund, upon the
affirmative vote of a majority of the outstanding voting securities of
the Fund; or
A-8
(c) The Adviser may at any time terminate this Agreement by
not more than sixty (60) days' nor less than thirty (30) days' written
notice delivered or mailed by registered mail, postage prepaid, to the
Trust; or
(d) This Agreement shall automatically terminate two years
from the date of its execution unless its renewal is specifically
approved at least annually thereafter by (i) a majority vote of the
Trustees, including a majority vote of such Trustees who are not
interested persons of the Trust or the Adviser, at a meeting called for
the purpose of voting on such approval; or (ii) the vote of a majority
of the outstanding voting securities of each Fund; provided, however,
that if the continuance of this Agreement is submitted to the
shareholders of the Funds for their approval and such shareholders fail
to approve such continuance of this Agreement as provided herein, the
Adviser may continue to serve hereunder as to the Funds in a manner
consistent with the 1940 Act and the rules and regulations thereunder;
and
Termination of this Agreement pursuant to this Section shall be without
payment of any penalty.
In the event of termination of this Agreement for any reason, the
Adviser shall, immediately upon notice of termination or on such later date as
may be specified in such notice, cease all activity on behalf of the Funds and
with respect to any of their assets, except as otherwise required by any
fiduciary duties of the Adviser under applicable law. In addition, the Adviser
shall deliver the Fund Books and Records to the Trust by such means and in
accordance with such schedule as the Trust shall direct and shall otherwise
cooperate, as reasonably directed by the Trust, in the transition of portfolio
asset management to any successor of the Adviser.
13. CERTAIN DEFINITIONS. For the purposes of this Agreement:
(a) "Affirmative vote of a majority of the outstanding voting
securities of the Fund" shall have the meaning as set forth in the 1940
Act, subject, however, to such exemptions as may be granted by the
Commission under the 1940 Act or any interpretations of the Commission
staff.
(b) "Interested persons" and "Assignment" shall have their
respective meanings as set forth in the 1940 Act, subject, however, to
such exemptions as may be granted by the Commission under the 1940 Act
or any interpretations of the Commission staff.
14. LIABILITY OF THE ADVISER. The Adviser shall indemnify and hold
harmless the Trust and all affiliated persons thereof (within the meaning of
Section 2(a)(3) of the 1940 Act) and all controlling persons (as described in
Section 15 of the 1933 Act) (collectively, the "Adviser Indemnitees") against
any and all losses, claims, damages, liabilities or litigation (including
reasonable legal and other expenses) by reason of or arising out of: (a) the
Adviser being in material violation of any applicable federal or state law, rule
or regulation or any investment policy or restriction set forth in the Funds'
Registration Statement or any written guidelines or instruction provided in
writing by the Board, (b) a Fund's failure to satisfy the diversification or
source of income requirements of Subchapter M of the Code, or (c) the Adviser's
willful misfeasance, bad faith or gross negligence generally in the performance
of its duties hereunder or its reckless disregard of its obligations and duties
under this Agreement.
15. ENFORCEABILITY. Any term or provision of this Agreement which is
invalid or unenforceable in any jurisdiction shall, as to such jurisdiction be
ineffective to the extent of such invalidity or unenforceability without
rendering invalid or unenforceable the remaining terms or
A-9
provisions of this Agreement or affecting the validity or enforceability of any
of the terms or provisions of this Agreement in any other jurisdiction.
16. LIMITATION OF LIABILITY. The parties to this Agreement acknowledge
and agree that all litigation arising hereunder, whether direct or indirect, and
of any and every nature whatsoever shall be satisfied solely out of the assets
of the affected Fund and that no Trustee, officer or holder of shares of
beneficial interest of the Fund shall be personally liable for any of the
foregoing liabilities. The Trust's Certificate of Trust, as amended from time to
time, is on file in the Office of the Secretary of State of the State of
Delaware. Such Certificate of Trust and the Trust's Declaration of Trust
describe in detail the respective responsibilities and limitations on liability
of the Trustees, officers, and holders of shares of beneficial interest.
17. JURISDICTION. This Agreement shall be governed by and construed in
accordance with the substantive laws of state of Delaware and the Adviser
consents to the jurisdiction of courts, both state or federal, in Delaware, with
respect to any dispute under this Agreement.
18. PARAGRAPH HEADINGS. The headings of paragraphs contained in this
Agreement are provided for convenience only, form no part of this Agreement and
shall not affect its construction.
19. COUNTERPARTS. This Agreement may be executed simultaneously in two
or more counterparts, each of which shall be deemed an original, but all of
which together shall constitute one and the same instrument.
A-10
IN WITNESS WHEREOF, the parties hereto have caused this instrument to be signed
on their behalf by their duly authorized officers as of the date first above
written.
RYDEX VARIABLE TRUST, on behalf of each
Fund listed on Schedule A
By:
-------------------------------------
Name: Richard M. Goldman
Title: President
PADCO ADVISORS II, INC.
By:
-------------------------------------
Name: Richard M. Goldman
Title: Chief Executive Officer
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SCHEDULE A
TO THE
ADVISORY AGREEMENT
DATED [ ], 2010 BETWEEN
RYDEX VARIABLE TRUST
AND
PADCO ADVISORS II, INC.
[LIST OF FUNDS AND FEES]
A-12
APPENDIX B
INFORMATION REGARDING THE INVESTMENT ADVISORY AGREEMENTS AND FEES PAID TO THE
INVESTMENT ADVISER AND AFFILIATES
PADCO Advisors II, Inc. (the "Investment Adviser") currently serves as
investment adviser to all series (collectively, the "Funds") of Rydex Variable
Trust ("RVT") pursuant to an investment advisory agreement between RVT, on
behalf of its Funds, and the Investment Adviser made January 18, 2008, as
amended. Rydex Fund Services, Inc. ("RFS") serves as the administrator, transfer
agent and accounting services agent for the Funds. Rydex Distributors, Inc.
("RDI") serves as principal underwriter to the Funds. RFS and RDI are affiliates
of the Investment Adviser. The table below provides the following information:
(i) the date on which a Fund's shareholders last approved the Fund's
investment advisory agreement;
(ii) the annual rate of management fees paid by each Fund to the Investment
Adviser, stated as a percentage of that Fund's average daily net
assets;
(iii) the aggregate amount of management fees paid by each Fund to the
Investment Adviser for the Fund's fiscal year ended December 31, 2008;
(iv) the amount of fees paid by each Fund to RFS for RFS' administrative and
transfer agent services for the Fund during the Fund's fiscal year
ended December 31, 2008;
(v) the amount of accounting service fees paid by each Fund to RFS for RFS'
services as the accounting services agent for the Fund during the
Fund's fiscal year ended December 31, 2008; and
(vi) the amount of investor service fees paid by each Fund to RDI during the
Fund's fiscal year ended December 31, 2008 for RDI's services to owners
of variable annuity and variable life insurance contracts who
indirectly through insurance company separate accounts invest in shares
of the Fund, pursuant to the Fund's investor services agreement with
RDI.
--------------------------------------- --------------- ---------- ---------------- ------------------ ------------ ----------------
RYDEX VARIABLE TRUST DATE OF LAST MANAGEMENT MANAGEMENT ADMINISTRATIVE ACCOUNTING DISTRIBUTION
SHAREHOLDER FEES FEES PAID TO SERVICE FEES SERVICE FEES FEES PAID TO RDI
SERIES NAME APPROVAL INVESTMENT PAID TO RFS PAID TO RFS
ADVISER
--------------------------------------- --------------- ---------- ---------------- ------------------ ------------ ----------------
All-Cap Opportunity Fund [ ] 0.90% $969,755 $269,377 $107,751 $269,377
--------------------------------------- --------------- ---------- ---------------- ------------------ ------------ ----------------
Alternative Strategies Allocation Fund [ ] 0.00%(1) None(1) $0 $0 $0
--------------------------------------- --------------- ---------- ---------------- ------------------ ------------ ----------------
B-1
--------------------------------------- --------------- ---------- ---------------- ------------------ ------------ ----------------
RYDEX VARIABLE TRUST DATE OF LAST MANAGEMENT MANAGEMENT ADMINISTRATIVE ACCOUNTING DISTRIBUTION
SHAREHOLDER FEES FEES PAID TO SERVICE FEES SERVICE FEES FEES PAID TO RDI
SERIES NAME APPROVAL INVESTMENT PAID TO RFS PAID TO RFS
ADVISER
--------------------------------------- --------------- ---------- ---------------- ------------------ ------------ ----------------
Amerigo Fund [ ] 0.90% $2,831,066 $786,407 $295,781 $786,407(2)
--------------------------------------- --------------- ---------- ---------------- ------------------ ------------ ----------------
Banking Fund [ ] 0.85% $128,813 $37,886 $15,155 $37,886
--------------------------------------- --------------- ---------- ---------------- ------------------ ------------ ----------------
Basic Materials Fund [ ] 0.85% $486,724 $143,154 $57,262 $143,154
--------------------------------------- --------------- ---------- ---------------- ------------------ ------------ ----------------
Berolina Fund [ ] 0.90% $643,763 $178,823 $71,529 $178,823(2)
--------------------------------------- --------------- ---------- ---------------- ------------------ ------------ ----------------
Biotechnology Fund [ ] 0.85% $186,382 $54,818 $21,927 $54,818
--------------------------------------- --------------- ---------- ---------------- ------------------ ------------ ----------------
Clermont Fund [ ] 0.90% $551,008 $153,058 $61,223 $153,058(2)
--------------------------------------- --------------- ---------- ---------------- ------------------ ------------ ----------------
Commodities Strategy Fund [ ] 0.75%(3) $411,151 $137,050 $54,820 $137,050
--------------------------------------- --------------- ---------- ---------------- ------------------ ------------ ----------------
Consumer Products Fund [ ] 0.85% $243,944 $71,748 $28,699 $71,748
--------------------------------------- --------------- ---------- ---------------- ------------------ ------------ ----------------
Dow 2x Strategy Fund [ ] 0.90% $258,899 $71,916 $28,766 $71,916
--------------------------------------- --------------- ---------- ---------------- ------------------ ------------ ----------------
Electronics Fund [ ] 0.85% $32,500 $9,559 $3,824 $9,559
--------------------------------------- --------------- ---------- ---------------- ------------------ ------------ ----------------
B-2
--------------------------------------- --------------- ---------- ---------------- ------------------ ------------ ----------------
RYDEX VARIABLE TRUST DATE OF LAST MANAGEMENT MANAGEMENT ADMINISTRATIVE ACCOUNTING DISTRIBUTION
SHAREHOLDER FEES FEES PAID TO SERVICE FEES SERVICE FEES FEES PAID TO RDI
SERIES NAME APPROVAL INVESTMENT PAID TO RFS PAID TO RFS
ADVISER
--------------------------------------- --------------- ---------- ---------------- ------------------ ------------ ----------------
Energy Fund [ ] 0.85% $619,238 $182,129 $72,852 $182,129
--------------------------------------- --------------- ---------- ---------------- ------------------ ------------ ----------------
Energy Services Fund [ ] 0.85% $570,646 $167,837 $67,135 $167,837
--------------------------------------- --------------- ---------- ---------------- ------------------ ------------ ----------------
All-Asset Aggressive Strategy Fund [ ] 0.00%(1) None(1) $0 $0 $0
(formerly, Essential Portfolio
Aggressive Fund)
--------------------------------------- --------------- ---------- ---------------- ------------------ ------------ ----------------
All-Asset Conservative Strategy Fund [ ] 0.00%(1) None(1) $0 $0 $0
(formerly, Essential Portfolio
Conservative Fund)
--------------------------------------- --------------- ---------- ---------------- ------------------ ------------ ----------------
All-Asset Moderate Strategy Fund [ ] 0.00%(1) None(1) $0 $0 $0
(formerly, Essential Portfolio Moderate
Fund)
--------------------------------------- --------------- ---------- ---------------- ------------------ ------------ ----------------
Europe 1.25x Strategy Fund [ ] 0.90% $277,461 $77,072 $30,829 $77,072
--------------------------------------- --------------- ---------- ---------------- ------------------ ------------ ----------------
Financial Services Fund [ ] 0.85% $120,469 $35,432 $14,173 $35,432
--------------------------------------- --------------- ---------- ---------------- ------------------ ------------ ----------------
Government Long Bond 1.2x Strategy Fund [ ] 0.50% $293,801 $117,521 $58,760 $146,900
--------------------------------------- --------------- ---------- ---------------- ------------------ ------------ ----------------
Health Care Fund [ ] 0.85% $308,869 $90,844 $36,338 $90,844
--------------------------------------- --------------- ---------- ---------------- ------------------ ------------ ----------------
Internet Fund [ ] 0.85% $82,903 $24,383 $9,753 $24,383
--------------------------------------- --------------- ---------- ---------------- ------------------ ------------ ----------------
B-3
--------------------------------------- --------------- ---------- ---------------- ------------------ ------------ ----------------
RYDEX VARIABLE TRUST DATE OF LAST MANAGEMENT MANAGEMENT ADMINISTRATIVE ACCOUNTING DISTRIBUTION
SHAREHOLDER FEES FEES PAID TO SERVICE FEES SERVICE FEES FEES PAID TO RDI
SERIES NAME APPROVAL INVESTMENT PAID TO RFS PAID TO RFS
ADVISER
--------------------------------------- --------------- ---------- ---------------- ------------------ ------------ ----------------
Inverse Dow 2x Strategy Fund [ ] 0.90% $173,270 $48,130 $19,252 $48,130
--------------------------------------- --------------- ---------- ---------------- ------------------ ------------ ----------------
Inverse Government Long Bond Strategy [ ] 0.90% $146,730 $40,758 $16,303 $40,758
Fund
--------------------------------------- --------------- ---------- ---------------- ------------------ ------------ ----------------
Inverse Mid-Cap Strategy Fund [ ] 0.90% $50,600 $14,056 $5,622 $14,056
--------------------------------------- --------------- ---------- ---------------- ------------------ ------------ ----------------
Inverse NASDAQ-100(R) Strategy Fund [ ] 0.90% $187,755 $52,154 $20,862 $52,154
--------------------------------------- --------------- ---------- ---------------- ------------------ ------------ ----------------
Inverse Russell 2000(R) Strategy Fund [ ] 0.90% $104,154 $28,932 $11,573 $28,932
--------------------------------------- --------------- ---------- ---------------- ------------------ ------------ ----------------
Inverse S&P 500 Strategy Fund [ ] 0.90% $461,704 $128,251 $51,301 $128,251
--------------------------------------- --------------- ---------- ---------------- ------------------ ------------ ----------------
Japan 2x Strategy Fund [ ] 0.75% $114,910 $31,919 $12,768 $31,919
--------------------------------------- --------------- ---------- ---------------- ------------------ ------------ ----------------
Leisure Fund [ ] 0.85% $60,527 $17,802 $7,121 $17,802
--------------------------------------- --------------- ---------- ---------------- ------------------ ------------ ----------------
Managed Futures Strategy Fund(4) [ ] 0.90%(3) $6,758 $1,878 $751 $1,878
--------------------------------------- --------------- ---------- ---------------- ------------------ ------------ ----------------
Mid-Cap 1.5x Strategy Fund [ ] 0.90% $166,329 $46,203 $18,481 $46,203
--------------------------------------- --------------- ---------- ---------------- ------------------ ------------ ----------------
B-4
--------------------------------------- --------------- ---------- ---------------- ------------------ ------------ ----------------
RYDEX VARIABLE TRUST DATE OF LAST MANAGEMENT MANAGEMENT ADMINISTRATIVE ACCOUNTING DISTRIBUTION
SHAREHOLDER FEES FEES PAID TO SERVICE FEES SERVICE FEES FEES PAID TO RDI
SERIES NAME APPROVAL INVESTMENT PAID TO RFS PAID TO RFS
ADVISER
--------------------------------------- --------------- ---------- ---------------- ------------------ ------------ ----------------
Multi-Cap Core Equity Fund [ ] 0.70%(5) $15,151 $10,312 $4,125 $10,312
--------------------------------------- --------------- ---------- ---------------- ------------------ ------------ ----------------
Multi-Hedge Strategies Fund [ ] 1.15% $397,139 $0 $0 $0
--------------------------------------- --------------- ---------- ---------------- ------------------ ------------ ----------------
NASDAQ-100(R) 2x Strategy Fund [ ] 0.90% $322,611 $89,614 $35,846 $89,614
--------------------------------------- --------------- ---------- ---------------- ------------------ ------------ ----------------
NASDAQ-100(R) Fund [ ] 0.75% $412,279 $137,426 $54,971 $137,426
--------------------------------------- --------------- ---------- ---------------- ------------------ ------------ ----------------
Nova Fund [ ] 0.75% $412,934 $137,645 $55,058 $137,645
--------------------------------------- --------------- ---------- ---------------- ------------------ ------------ ----------------
Precious Metals Fund [ ] 0.75% $544,274 $181,425 $72,570 $181,425
--------------------------------------- --------------- ---------- ---------------- ------------------ ------------ ----------------
Real Estate Fund [ ] 0.85% $248,750 $73,162 $29,265 $73,162
--------------------------------------- --------------- ---------- ---------------- ------------------ ------------ ----------------
Retailing Fund [ ] 0.85% $51,902 $15,265 $6,106 $15,265
--------------------------------------- --------------- ---------- ---------------- ------------------ ------------ ----------------
Russell 2000(R) 1.5x Strategy Fund [ ] 0.90% $133,733 $37,148 $14,859 $37,148
--------------------------------------- --------------- ---------- ---------------- ------------------ ------------ ----------------
Russell 2000(R) 2x Strategy Fund [ ] 0.90% $34,606 $9,613 $3,845 $9,613
--------------------------------------- --------------- ---------- ---------------- ------------------ ------------ ----------------
B-5
--------------------------------------- --------------- ---------- ---------------- ------------------ ------------ ----------------
RYDEX VARIABLE TRUST DATE OF LAST MANAGEMENT MANAGEMENT ADMINISTRATIVE ACCOUNTING DISTRIBUTION
SHAREHOLDER FEES FEES PAID TO SERVICE FEES SERVICE FEES FEES PAID TO RDI
SERIES NAME APPROVAL INVESTMENT PAID TO RFS PAID TO RFS
ADVISER
--------------------------------------- --------------- ---------- ---------------- ------------------ ------------ ----------------
S&P 500 2x Strategy Fund [ ] 0.90% $254,154 $70,598 $28,239 $70,598
--------------------------------------- --------------- ---------- ---------------- ------------------ ------------ ----------------
S&P 500 Pure Growth Fund [ ] 0.75% $174,422 $58,141 $23,256 $58,141
--------------------------------------- --------------- ---------- ---------------- ------------------ ------------ ----------------
S&P 500 Pure Value Fund [ ] 0.75% $135,930 $45,310 $18,124 $45,310
--------------------------------------- --------------- ---------- ---------------- ------------------ ------------ ----------------
S&P MidCap 400 Pure Growth Fund [ ] 0.75% $175,631 $58,544 $23,417 $58,544
--------------------------------------- --------------- ---------- ---------------- ------------------ ------------ ----------------
S&P MidCap 400 Pure Value Fund [ ] 0.75% $97,139 $32,380 $12,952 $32,380
--------------------------------------- --------------- ---------- ---------------- ------------------ ------------ ----------------
S&P SmallCap 600 Pure Growth Fund [ ] 0.75% $100,006 $33,335 $13,334 $33,335
--------------------------------------- --------------- ---------- ---------------- ------------------ ------------ ----------------
S&P SmallCap 600 Pure Value Fund [ ] 0.75% $93,274 $31,091 $12,436 $31,091
--------------------------------------- --------------- ---------- ---------------- ------------------ ------------ ----------------
Strengthening Dollar 2x Strategy Fund [ ] 0.90% $68,170 $18,936 $7,575 $18,936
--------------------------------------- --------------- ---------- ---------------- ------------------ ------------ ----------------
Technology Fund [ ] 0.85% $135,774 $39,933 $15,973 $39,933
--------------------------------------- --------------- ---------- ---------------- ------------------ ------------ ----------------
Telecommunications Fund [ ] 0.85% $114,786 $33,760 $13,504 $33,760
--------------------------------------- --------------- ---------- ---------------- ------------------ ------------ ----------------
B-6
--------------------------------------- --------------- ---------- ---------------- ------------------ ------------ ----------------
RYDEX VARIABLE TRUST DATE OF LAST MANAGEMENT MANAGEMENT ADMINISTRATIVE ACCOUNTING DISTRIBUTION
SHAREHOLDER FEES FEES PAID TO SERVICE FEES SERVICE FEES FEES PAID TO RDI
SERIES NAME APPROVAL INVESTMENT PAID TO RFS PAID TO RFS
ADVISER
--------------------------------------- --------------- ---------- ---------------- ------------------ ------------ ----------------
Transportation Fund [ ] 0.85% $130,092 $38,262 $15,305 $38,262
--------------------------------------- --------------- ---------- ---------------- ------------------ ------------ ----------------
U.S. Government Money Market Fund [ ] 0.50% $1,810,190 $724,076 $333,993 $905,095
--------------------------------------- --------------- ---------- ---------------- ------------------ ------------ ----------------
Utilities Fund [ ] 0.85% $348,349 $102,456 $40,982 $102,456
--------------------------------------- --------------- ---------- ---------------- ------------------ ------------ ----------------
Weakening Dollar 2x Strategy Fund [ ] 0.90% $120,412 $33,448 $13,379 $33,448
--------------------------------------- --------------- ---------- ---------------- ------------------ ------------ ----------------
------------------------------------------------
(1) The Fund invests principally in underlying funds (the "Underlying Funds").
The Investment Adviser receives an investment advisory fee for managing the
Underlying Funds. The Underlying Funds pay a monthly investment advisory
fee to the Investment Adviser for its services. The fee is based on the
average net daily assets of each Underlying Fund and calculated at an
annual rate for each Underlying Fund. For more information regarding the
Underlying funds' investment advisory fees and expense limitations, please
see the Prospectus and applicable sections of the Statement of Additional
Information. The Funds benefit from the investment advisory services
provided to the Underlying Funds and, as shareholders of those Underlying
Funds, indirectly bear a proportionate share of those Underlying Funds'
advisory fees.
(2) For the fiscal year ended December 31, 2008, Amerigo Fund, Berolina Fund
and Clermont Fund also paid $105,191, $32,339 and $27,795, respectively, in
brokerage commissions to RDI, which represented 100% of each Fund's total
brokerage commissions. Other series of the RVT did not pay any brokerage
commissions to RDI or its affiliates.
(3) The Fund may invest in a wholly-owned and controlled Cayman Islands
subsidiary (the "Subsidiary"). The Subsidiary has entered into a separate
advisory agreement with the Investment Adviser for the management of the
Subsidiary's portfolio pursuant to which the Subsidiary pays the Investment
Adviser a management fee at the same rate that the Fund pays the Investment
Adviser for services provided to the Fund. The Investment Adviser has
contractually agreed to waive the management fee it receives from the Fund
in an amount equal to the management fee paid to the Investment Adviser by
the Subsidiary. This undertaking will continue in effect for so long as the
Fund invests in the Subsidiary, and may not be terminated by the Investment
Adviser unless the Investment Adviser first obtains the prior approval of
the Fund's Board of Trustees for such termination. The management fees
included in the table reflect the net management fees paid to the
Investment Adviser by the Fund after the fee waiver.
B-7
(4) Managed Futures Strategy Fund commenced operations on November 7, 2008.
(5) The Multi-Cap Core Equity Fund pays the Investment Adviser a fee that is
comprised of two components: the first component is an annual basic fee
(the "basic fee") equal to 0.70% of the Multi-Cap Core Equity Fund's
average daily net assets, and the second component is a performance fee
adjustment. The Multi-Cap Core Equity Fund's basic fee is subject to upward
or downward adjustment depending on whether, and to what extent, the
investment performance of the Fund for the relevant performance period
exceeds, or is exceeded by, the investment record (the "record") of the
index determined by the Fund to be appropriate over the same period. The
Trustees have designated the Russell 3000(R) Index (the "Index") for this
purpose. The Index measures the performance of the 3,000 largest U.S.
companies based on total market capitalization, which represents
approximately 98% of the investable U.S. equity market. The performance
period consists of a rolling 12-month period, and will be calculated and
applied at the end of each month. Each 0.0375% of difference will result in
a performance rate adjustment of 0.01%. The maximum annualized performance
rate adjustment is +/- 0.20%. A percentage of this rate (based on the
number of days in the current month) is then multiplied by the average
daily net assets of the Multi-Cap Core Equity Fund over the entire
performance period, giving the dollar amount that will be added to (or
subtracted from) the basic fee.
B-8
APPENDIX C
DIRECTORS/TRUSTEES/MANAGERS AND OFFICERS
DIRECTORS AND PRINCIPAL EXECUTIVE OFFICERS OF PADCO ADVISORS II, INC. The
business address of the directors and principal executive officers is 9601
Blackwell Road, Suite 500, Rockville, Maryland 20850.
-------------------------------------------------------------------------------------------------------------
NAME POSITION HELD WITH PADCO OTHER PRINCIPAL OCCUPATION/POSITION
ADVISORS II, INC.
-------------------------------------------------------------------------------------------------------------
Richard M. Goldman Director and Chief Senior Vice President, Security Benefit
Executive Officer Corporation; Director, First Security Benefit
Life Insurance and Annuity Company of New York;
President, Security Investors, LLC; CEO,
President, & Director, Rydex Distributors, Inc.;
President & CEO, Rydex Holdings, LLC; CEO &
Director, PADCO Advisors, Inc.; Director, Rydex
Fund Services, Inc.; President and Manager,
Security Global Investors, LLC
-------------------------------------------------------------------------------------------------------------
Michael P. Byrum Director, Chief Investment Director, Chief Investment Officer, President,
Officer, President, and and Secretary, PADCO Advisors, Inc.; Secretary,
Secretary Rydex Funds Services, Inc.; Chief Investment
Officer, Rydex Holdings, LLC; Manager, Rydex
Specialized Products, LLC
-------------------------------------------------------------------------------------------------------------
MANAGERS AND PRINCIPAL EXECUTIVE OFFICERS OF CLS INVESTMENTS, LLC. The business
address of the managers and principal executive officers is 4020 South 147th
Street, Omaha, Nebraska 68137.
-------------------------------------------------------------------------------------------------------------
NAME POSITION HELD WITH CLS OTHER PRINCIPAL OCCUPATION/POSITION
INVESTMENTS, LLC
-------------------------------------------------------------------------------------------------------------
Warren P. Clarke Manager [ ]
-------------------------------------------------------------------------------------------------------------
Michael Miola Manager [ ]
-------------------------------------------------------------------------------------------------------------
Todd P. Clarke President, Manager [ ]
-------------------------------------------------------------------------------------------------------------
TRUSTEES/OFFICERS OF THE FUNDS WHO HOLD POSITION(S) WITH PADCO ADVISORS II, INC.
OR CLS INVESTMENTS, LLC. The business address of each of the following persons
is 9601 Blackwell Road, Suite 500, Rockville, Maryland 20850.
-------------------------------------------------------------------------------------------------------------
NAME POSITION HELD WITH THE POSITION HELD WITH INVESTMENT ADVISER OR
FUNDS SUB-ADVISER
-------------------------------------------------------------------------------------------------------------
Richard M. Goldman Trustee and President Director and Chief Executive Officer, PADCO
Advisors II, Inc.
-------------------------------------------------------------------------------------------------------------
Michael P. Byrum Vice President Director, Chief Investment Officer, President,
and Secretary, PADCO Advisors II, Inc.
-------------------------------------------------------------------------------------------------------------
Joanna M. Haigney Chief Compliance Officer Chief Compliance Officer and Secretary, PADCO
Advisors II, Inc.
-------------------------------------------------------------------------------------------------------------
Keith Fletcher Vice President Vice President, PADCO Advisors II, Inc.
-------------------------------------------------------------------------------------------------------------
C-1
APPENDIX D-1
ADVISORY FEE RATES OF FUNDS WITH SIMILAR INVESTMENT OBJECTIVES ADVISED
BY PADCO ADVISORS AND PADCO ADVISORS II, INC.
Each of the tables below lists the names of other mutual funds advised by PADCO
Advisors, Inc. or PADCO Advisors II, Inc. (collectively, the "Investment
Adviser") with similar investment objectives as the Funds, and information
concerning the Funds' and such other funds' net assets as of December 31, 2009
and the rate of compensation for the Investment Adviser for its services to the
Funds and such other funds.
-------------------------------------------------------------------------------------------------------------
FUND NAME ANNUAL COMPENSATION TO THE INVESTMENT NET ASSETS (IN
ADVISER (AS A PERCENTAGE OF AVERAGE DAILY MILLIONS)
Fund(s) with Similar Objective NET ASSETS)
-------------------------------------------------------------------------------------------------------------
ALL-CAP OPPORTUNITY FUND 0.90% $68.36
-------------------------------------------------------------------------------------------------------------
Rydex | SGI All-Cap Opportunity Fund, a 0.90% $200.23
series of Rydex Series Funds
-------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------
FUND NAME ANNUAL COMPENSATION TO THE INVESTMENT NET ASSETS (IN
ADVISER (AS A PERCENTAGE OF AVERAGE DAILY MILLIONS)
Fund(s) with Similar Objective NET ASSETS)
-------------------------------------------------------------------------------------------------------------
ALTERNATIVE STRATEGIES ALLOCATION FUND 0.00%(1) $5.12
-------------------------------------------------------------------------------------------------------------
Rydex | SGI Alternative Strategies 0.00%(1) $38.43
Allocation Fund, a series of Rydex
Series Funds
-------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------
FUND NAME ANNUAL COMPENSATION TO THE INVESTMENT NET ASSETS (IN
ADVISER (AS A PERCENTAGE OF AVERAGE DAILY MILLIONS)
Fund(s) with Similar Objective NET ASSETS)
-------------------------------------------------------------------------------------------------------------
AMERIGO FUND 0.90% $213.10
-------------------------------------------------------------------------------------------------------------
None N/A N/A
-------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------
FUND NAME ANNUAL COMPENSATION TO THE INVESTMENT NET ASSETS (IN
ADVISER (AS A PERCENTAGE OF AVERAGE DAILY MILLIONS)
Fund(s) with Similar Objective NET ASSETS)
-------------------------------------------------------------------------------------------------------------
BANKING FUND 0.85% $4.64
-------------------------------------------------------------------------------------------------------------
Rydex Banking Fund, a series of Rydex 0.85% $7.21
Series Funds
-------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------
FUND NAME ANNUAL COMPENSATION TO THE INVESTMENT NET ASSETS (IN
ADVISER (AS A PERCENTAGE OF AVERAGE DAILY MILLIONS)
Fund(s) with Similar Objective NET ASSETS)
-------------------------------------------------------------------------------------------------------------
BASIC MATERIALS FUND 0.85% $46.53
-------------------------------------------------------------------------------------------------------------
Rydex Basic Materials Fund, a series of 0.85% $85.79
Rydex Series Funds
-------------------------------------------------------------------------------------------------------------
D-1-1
-------------------------------------------------------------------------------------------------------------
FUND NAME ANNUAL COMPENSATION TO THE INVESTMENT NET ASSETS (IN
ADVISER (AS A PERCENTAGE OF AVERAGE DAILY MILLIONS)
Fund(s) with Similar Objective NET ASSETS)
-------------------------------------------------------------------------------------------------------------
BEROLINA FUND 0.90% $43.55
-------------------------------------------------------------------------------------------------------------
None N/A N/A
-------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------
FUND NAME ANNUAL COMPENSATION TO THE INVESTMENT NET ASSETS (IN
ADVISER (AS A PERCENTAGE OF AVERAGE DAILY MILLIONS)
Fund(s) with Similar Objective NET ASSETS)
-------------------------------------------------------------------------------------------------------------
BIOTECHNOLOGY FUND 0.85% $13.15
-------------------------------------------------------------------------------------------------------------
Rydex Biotechnology Fund, a series of 0.85% $58.30
Rydex Series Funds
-------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------
FUND NAME ANNUAL COMPENSATION TO THE INVESTMENT NET ASSETS (IN
ADVISER (AS A PERCENTAGE OF AVERAGE DAILY MILLIONS)
Fund(s) with Similar Objective NET ASSETS)
-------------------------------------------------------------------------------------------------------------
CLERMONT FUND 0.90% $66.81
-------------------------------------------------------------------------------------------------------------
None N/A N/A
-------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------
FUND NAME ANNUAL COMPENSATION TO THE INVESTMENT NET ASSETS (IN
ADVISER (AS A PERCENTAGE OF AVERAGE DAILY MILLIONS)
Fund(s) with Similar Objective NET ASSETS)
-------------------------------------------------------------------------------------------------------------
COMMODITIES STRATEGY FUND 0.75%(2) $21.39
-------------------------------------------------------------------------------------------------------------
Rydex Commodities Strategy Fund, a 0.75%(2) $46.76
series of Rydex Series Funds
-------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------
FUND NAME ANNUAL COMPENSATION TO THE INVESTMENT NET ASSETS (IN
ADVISER (AS A PERCENTAGE OF AVERAGE DAILY MILLIONS)
Fund(s) with Similar Objective NET ASSETS)
-------------------------------------------------------------------------------------------------------------
CONSUMER PRODUCTS FUND 0.85% $21.26
-------------------------------------------------------------------------------------------------------------
Rydex Consumer Products Fund, a series 0.85% $182.58
of Rydex Series Funds
-------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------
FUND NAME ANNUAL COMPENSATION TO THE INVESTMENT NET ASSETS (IN
ADVISER (AS A PERCENTAGE OF AVERAGE DAILY MILLIONS)
Fund(s) with Similar Objective NET ASSETS)
-------------------------------------------------------------------------------------------------------------
DOW 2X STRATEGY FUND 0.90% $19.86
-------------------------------------------------------------------------------------------------------------
Dow 2x Strategy Fund, a series of Rydex 0.90% $51.87
Dynamic Funds
-------------------------------------------------------------------------------------------------------------
D-1-2
-------------------------------------------------------------------------------------------------------------
FUND NAME ANNUAL COMPENSATION TO THE INVESTMENT NET ASSETS (IN
ADVISER (AS A PERCENTAGE OF AVERAGE DAILY MILLIONS)
Fund(s) with Similar Objective NET ASSETS)
-------------------------------------------------------------------------------------------------------------
ELECTRONICS FUND 0.85% $25.03
-------------------------------------------------------------------------------------------------------------
Rydex Electronics Fund, a series of 0.85% $95.78
Rydex Series Funds
-------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------
FUND NAME ANNUAL COMPENSATION TO THE INVESTMENT NET ASSETS (IN
ADVISER (AS A PERCENTAGE OF AVERAGE DAILY MILLIONS)
Fund(s) with Similar Objective NET ASSETS)
-------------------------------------------------------------------------------------------------------------
ENERGY FUND 0.85% $39.36
-------------------------------------------------------------------------------------------------------------
Rydex Energy Fund, a series of Rydex 0.85% $65.87
Series Funds
-------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------
FUND NAME ANNUAL COMPENSATION TO THE INVESTMENT NET ASSETS (IN
ADVISER (AS A PERCENTAGE OF AVERAGE DAILY MILLIONS)
Fund(s) with Similar Objective NET ASSETS)
-------------------------------------------------------------------------------------------------------------
ENERGY SERVICES FUND 0.85% $41.51
-------------------------------------------------------------------------------------------------------------
Rydex Energy Services Fund, a series of 0.85% $87.15
Rydex Series Funds
-------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------
FUND NAME ANNUAL COMPENSATION TO THE INVESTMENT NET ASSETS (IN
ADVISER (AS A PERCENTAGE OF AVERAGE DAILY MILLIONS)
Fund(s) with Similar Objective NET ASSETS)
-------------------------------------------------------------------------------------------------------------
ALL-ASSET AGGRESSIVE STRATEGY FUND 0.00%(1) $16.25
(FORMERLY, ESSENTIAL PORTFOLIO
AGGRESSIVE FUND)
-------------------------------------------------------------------------------------------------------------
Rydex | SGI All-Asset Aggressive 0.00%(1) $7.97
Strategy Fund, a series of Rydex Series
Funds
-------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------
FUND NAME ANNUAL COMPENSATION TO THE INVESTMENT NET ASSETS (IN
ADVISER (AS A PERCENTAGE OF AVERAGE DAILY MILLIONS)
Fund(s) with Similar Objective NET ASSETS)
-------------------------------------------------------------------------------------------------------------
ALL-ASSET CONSERVATIVE STRATEGY FUND 0.00%(1) $8.17
(FORMERLY, ESSENTIAL PORTFOLIO
CONSERVATIVE FUND)
-------------------------------------------------------------------------------------------------------------
Rydex | SGI All-Asset Conservative 0.00%(1) $15.76
Strategy Fund, a series of Rydex Series
Funds
-------------------------------------------------------------------------------------------------------------
D-1-3
-------------------------------------------------------------------------------------------------------------
FUND NAME ANNUAL COMPENSATION TO THE INVESTMENT NET ASSETS (IN
ADVISER (AS A PERCENTAGE OF AVERAGE DAILY MILLIONS)
Fund(s) with Similar Objective NET ASSETS)
-------------------------------------------------------------------------------------------------------------
ALL-ASSET MODERATE STRATEGY FUND 0.00%(1) $18.68
(FORMERLY, ESSENTIAL PORTFOLIO MODERATE
FUND)
-------------------------------------------------------------------------------------------------------------
Rydex | SGI All-Asset Moderate Strategy 0.00%(1) $37.19
Fund, a series of Rydex Series Funds
-------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------
FUND NAME ANNUAL COMPENSATION TO THE INVESTMENT NET ASSETS (IN
ADVISER (AS A PERCENTAGE OF AVERAGE DAILY MILLIONS)
Fund(s) with Similar Objective NET ASSETS)
-------------------------------------------------------------------------------------------------------------
EUROPE 1.25X STRATEGY FUND 0.90% $22.46
-------------------------------------------------------------------------------------------------------------
Rydex Europe 1.25x Strategy Fund, a 0.90% $18.99
series of Rydex Series Funds
-------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------
FUND NAME ANNUAL COMPENSATION TO THE INVESTMENT NET ASSETS (IN
ADVISER (AS A PERCENTAGE OF AVERAGE DAILY MILLIONS)
Fund(s) with Similar Objective NET ASSETS)
-------------------------------------------------------------------------------------------------------------
FINANCIAL SERVICES FUND 0.85% $17.17
-------------------------------------------------------------------------------------------------------------
Rydex Financial Services Fund, a series 0.85% $26.44
of Rydex Series Funds
-------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------
FUND NAME ANNUAL COMPENSATION TO THE INVESTMENT NET ASSETS (IN
ADVISER (AS A PERCENTAGE OF AVERAGE DAILY MILLIONS)
Fund(s) with Similar Objective NET ASSETS)
-------------------------------------------------------------------------------------------------------------
GOVERNMENT LONG BOND 1.2X STRATEGY FUND 0.50% $24.09
-------------------------------------------------------------------------------------------------------------
Rydex Government Long Bond 1.2x Strategy 0.50% $75.45
Fund, a series of Rydex Series Funds
-------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------
FUND NAME ANNUAL COMPENSATION TO THE INVESTMENT NET ASSETS (IN
ADVISER (AS A PERCENTAGE OF AVERAGE DAILY MILLIONS)
Fund(s) with Similar Objective NET ASSETS)
-------------------------------------------------------------------------------------------------------------
HEALTH CARE FUND 0.85% $26.90
-------------------------------------------------------------------------------------------------------------
Rydex Health Care Fund, a series of 0.85% $192.12
Rydex Series Funds
-------------------------------------------------------------------------------------------------------------
D-1-4
-------------------------------------------------------------------------------------------------------------
FUND NAME ANNUAL COMPENSATION TO THE INVESTMENT NET ASSETS (IN
ADVISER (AS A PERCENTAGE OF AVERAGE DAILY MILLIONS)
Fund(s) with Similar Objective NET ASSETS)
-------------------------------------------------------------------------------------------------------------
INTERNET FUND 0.85% $30.36
-------------------------------------------------------------------------------------------------------------
Rydex Internet Fund, a series of Rydex 0.85% $26.46
Series Funds
-------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------
FUND NAME ANNUAL COMPENSATION TO THE INVESTMENT NET ASSETS (IN
ADVISER (AS A PERCENTAGE OF AVERAGE DAILY MILLIONS)
Fund(s) with Similar Objective NET ASSETS)
-------------------------------------------------------------------------------------------------------------
INVERSE DOW 2X STRATEGY FUND 0.90% $18.02
-------------------------------------------------------------------------------------------------------------
Inverse Dow 2x Strategy Fund, a series 0.90% $39.51
of Rydex Dynamic Funds
-------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------
FUND NAME ANNUAL COMPENSATION TO THE INVESTMENT NET ASSETS (IN
ADVISER (AS A PERCENTAGE OF AVERAGE DAILY MILLIONS)
Fund(s) with Similar Objective NET ASSETS)
-------------------------------------------------------------------------------------------------------------
INVERSE GOVERNMENT LONG BOND STRATEGY 0.90% $27.96
FUND
-------------------------------------------------------------------------------------------------------------
Rydex Inverse Government Long Bond 0.90% $595.79
Strategy Fund, a series of Rydex Series
Funds
-------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------
FUND NAME ANNUAL COMPENSATION TO THE INVESTMENT NET ASSETS (IN
ADVISER (AS A PERCENTAGE OF AVERAGE DAILY MILLIONS)
Fund(s) with Similar Objective NET ASSETS)
-------------------------------------------------------------------------------------------------------------
INVERSE MID-CAP STRATEGY FUND 0.90% $4.68
-------------------------------------------------------------------------------------------------------------
Rydex Inverse Mid-Cap Strategy Fund, a 0.90% $4.55
series of Rydex Series Funds
-------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------
FUND NAME ANNUAL COMPENSATION TO THE INVESTMENT NET ASSETS (IN
ADVISER (AS A PERCENTAGE OF AVERAGE DAILY MILLIONS)
Fund(s) with Similar Objective NET ASSETS)
-------------------------------------------------------------------------------------------------------------
INVERSE NASDAQ-100(R) STRATEGY FUND 0.90% $14.31
-------------------------------------------------------------------------------------------------------------
Rydex Inverse NASDAQ-100(R) Strategy Fund, 0.90% $22.32
a series of Rydex Series Funds
-------------------------------------------------------------------------------------------------------------
D-1-5
-------------------------------------------------------------------------------------------------------------
FUND NAME ANNUAL COMPENSATION TO THE INVESTMENT NET ASSETS (IN
ADVISER (AS A PERCENTAGE OF AVERAGE DAILY MILLIONS)
Fund(s) with Similar Objective NET ASSETS)
-------------------------------------------------------------------------------------------------------------
INVERSE RUSSELL 2000(R) STRATEGY FUND 0.90% $11.43
-------------------------------------------------------------------------------------------------------------
Rydex Inverse Russell 2000(R) Strategy 0.90% $21.41
Fund, a series of Rydex Series Funds
-------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------
FUND NAME ANNUAL COMPENSATION TO THE INVESTMENT NET ASSETS (IN
ADVISER (AS A PERCENTAGE OF AVERAGE DAILY MILLIONS)
Fund(s) with Similar Objective NET ASSETS)
-------------------------------------------------------------------------------------------------------------
INVERSE S&P 500 STRATEGY FUND 0.90% $22.97
-------------------------------------------------------------------------------------------------------------
Rydex Inverse S&P 500 Strategy Fund, a 0.90% $243.51
series of Rydex Series Funds
-------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------
FUND NAME ANNUAL COMPENSATION TO THE INVESTMENT NET ASSETS (IN
ADVISER (AS A PERCENTAGE OF AVERAGE DAILY MILLIONS)
Fund(s) with Similar Objective NET ASSETS)
-------------------------------------------------------------------------------------------------------------
JAPAN 2X STRATEGY FUND 0.75% $8.41
-------------------------------------------------------------------------------------------------------------
Rydex Japan 2x Strategy Fund, a series 0.75% $5.54
of Rydex Series Funds
-------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------
FUND NAME ANNUAL COMPENSATION TO THE INVESTMENT NET ASSETS (IN
ADVISER (AS A PERCENTAGE OF AVERAGE DAILY MILLIONS)
Fund(s) with Similar Objective NET ASSETS)
-------------------------------------------------------------------------------------------------------------
LEISURE FUND 0.85% $11.72
-------------------------------------------------------------------------------------------------------------
Rydex Leisure Fund, a series of Rydex 0.85% $3.93
Series Funds
-------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------
FUND NAME ANNUAL COMPENSATION TO THE INVESTMENT NET ASSETS (IN
ADVISER (AS A PERCENTAGE OF AVERAGE DAILY MILLIONS)
Fund(s) with Similar Objective NET ASSETS)
-------------------------------------------------------------------------------------------------------------
MANAGED FUTURES STRATEGY FUND 0.90%(2) $28.64
-------------------------------------------------------------------------------------------------------------
Rydex | SGI Managed Futures Strategy 0.90%(2) $2,330.56
Fund, a series of Rydex Series Funds
-------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------
FUND NAME ANNUAL COMPENSATION TO THE INVESTMENT NET ASSETS (IN
ADVISER (AS A PERCENTAGE OF AVERAGE DAILY MILLIONS)
Fund(s) with Similar Objective NET ASSETS)
-------------------------------------------------------------------------------------------------------------
MID-CAP 1.5X STRATEGY FUND 0.90% $14.38
-------------------------------------------------------------------------------------------------------------
Rydex Mid-Cap 1.5x Strategy Fund, a 0.90% $27.71
series of Rydex Series Funds
-------------------------------------------------------------------------------------------------------------
D-1-6
-------------------------------------------------------------------------------------------------------------
FUND NAME ANNUAL COMPENSATION TO THE INVESTMENT NET ASSETS (IN
ADVISER (AS A PERCENTAGE OF AVERAGE DAILY MILLIONS)
Fund(s) with Similar Objective NET ASSETS)
-------------------------------------------------------------------------------------------------------------
MULTI-CAP CORE EQUITY FUND 0.70(3) $2.38
-------------------------------------------------------------------------------------------------------------
None N/A N/A
-------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------
FUND NAME ANNUAL COMPENSATION TO THE INVESTMENT NET ASSETS (IN
ADVISER (AS A PERCENTAGE OF AVERAGE DAILY MILLIONS)
Fund(s) with Similar Objective NET ASSETS)
-------------------------------------------------------------------------------------------------------------
MULTI-HEDGE STRATEGIES FUND 1.15% $25.56
-------------------------------------------------------------------------------------------------------------
Rydex | SGI Multi-Hedge Strategies Fund, 1.15%(2) $117.87
a series of Rydex Series Funds
-------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------
FUND NAME ANNUAL COMPENSATION TO THE INVESTMENT NET ASSETS (IN
ADVISER (AS A PERCENTAGE OF AVERAGE DAILY MILLIONS)
Fund(s) with Similar Objective NET ASSETS)
-------------------------------------------------------------------------------------------------------------
NASDAQ-100(R) 2X STRATEGY FUND 0.90% $36.12
-------------------------------------------------------------------------------------------------------------
NASDAQ-100(R) 2x Strategy Fund, a series 0.90% $228.51
of Rydex Dynamic Funds
-------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------
FUND NAME ANNUAL COMPENSATION TO THE INVESTMENT NET ASSETS (IN
ADVISER (AS A PERCENTAGE OF AVERAGE DAILY MILLIONS)
Fund(s) with Similar Objective NET ASSETS)
-------------------------------------------------------------------------------------------------------------
NASDAQ-100(R) FUND 0.75% $57.55
-------------------------------------------------------------------------------------------------------------
Rydex NASDAQ-100(R) Fund, a series of 0.75% $589.36
Rydex Series Funds
-------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------
FUND NAME ANNUAL COMPENSATION TO THE INVESTMENT NET ASSETS (IN
ADVISER (AS A PERCENTAGE OF AVERAGE DAILY MILLIONS)
Fund(s) with Similar Objective NET ASSETS)
-------------------------------------------------------------------------------------------------------------
NOVA FUND 0.75% $50.57
-------------------------------------------------------------------------------------------------------------
Rydex Nova Fund, a series of Rydex 0.75% $77.74
Series Funds
-------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------
FUND NAME ANNUAL COMPENSATION TO THE INVESTMENT NET ASSETS (IN
ADVISER (AS A PERCENTAGE OF AVERAGE DAILY MILLIONS)
Fund(s) with Similar Objective NET ASSETS)
-------------------------------------------------------------------------------------------------------------
PRECIOUS METALS FUND 0.75% $86.29
-------------------------------------------------------------------------------------------------------------
Rydex Precious Metals Fund, a series of 0.75% $313.27
Rydex Series Funds
-------------------------------------------------------------------------------------------------------------
D-1-7
-------------------------------------------------------------------------------------------------------------
FUND NAME ANNUAL COMPENSATION TO THE INVESTMENT NET ASSETS (IN
ADVISER (AS A PERCENTAGE OF AVERAGE DAILY MILLIONS)
Fund(s) with Similar Objective NET ASSETS)
-------------------------------------------------------------------------------------------------------------
REAL ESTATE FUND 0.85% $33.88
-------------------------------------------------------------------------------------------------------------
Rydex Real Estate Fund, a series of 0.85% $35.66
Rydex Series Funds
-------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------
FUND NAME ANNUAL COMPENSATION TO THE INVESTMENT NET ASSETS (IN
ADVISER (AS A PERCENTAGE OF AVERAGE DAILY MILLIONS)
Fund(s) with Similar Objective NET ASSETS)
-------------------------------------------------------------------------------------------------------------
RETAILING FUND 0.85% $15.49
-------------------------------------------------------------------------------------------------------------
Rydex Retailing Fund, a series of Rydex 0.85% $7.61
Series Funds
-------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------
FUND NAME ANNUAL COMPENSATION TO THE INVESTMENT NET ASSETS (IN
ADVISER (AS A PERCENTAGE OF AVERAGE DAILY MILLIONS)
Fund(s) with Similar Objective NET ASSETS)
-------------------------------------------------------------------------------------------------------------
RUSSELL 2000(R) 1.5X STRATEGY FUND 0.90% $10.59
-------------------------------------------------------------------------------------------------------------
Rydex Russell 2000(R) 1.5x Strategy Fund, 0.90% $21.28
a series of Rydex Series Funds
-------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------
FUND NAME ANNUAL COMPENSATION TO THE INVESTMENT NET ASSETS (IN
ADVISER (AS A PERCENTAGE OF AVERAGE DAILY MILLIONS)
Fund(s) with Similar Objective NET ASSETS)
-------------------------------------------------------------------------------------------------------------
RUSSELL 2000(R) 2X STRATEGY FUND 0.90% $3.65
-------------------------------------------------------------------------------------------------------------
Russell 2000(R) 2x Strategy Fund, a series 0.90% $28.69
of Rydex Dynamic Series
-------------------------------------------------------------------------------------------------------------
Rydex 2x Russell 2000 ETF, a series of 0.70% $26.73
Rydex ETF Trust
-------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------
FUND NAME ANNUAL COMPENSATION TO THE INVESTMENT NET ASSETS (IN
ADVISER (AS A PERCENTAGE OF AVERAGE DAILY MILLIONS)
Fund(s) with Similar Objective NET ASSETS)
-------------------------------------------------------------------------------------------------------------
S&P 500 2X STRATEGY FUND 0.90% $28.88
-------------------------------------------------------------------------------------------------------------
S&P 500 2x Strategy Fund, a series of 0.90% $326.21
Rydex Dynamic Funds
-------------------------------------------------------------------------------------------------------------
Rydex 2x S&P 500 ETF, a series of Rydex 0.70% $104.67
ETF Trust
-------------------------------------------------------------------------------------------------------------
D-1-8
-------------------------------------------------------------------------------------------------------------
FUND NAME ANNUAL COMPENSATION TO THE INVESTMENT NET ASSETS (IN
ADVISER (AS A PERCENTAGE OF AVERAGE DAILY MILLIONS)
Fund(s) with Similar Objective NET ASSETS)
-------------------------------------------------------------------------------------------------------------
RYDEX S&P 500 PURE GROWTH 0.75% $34.48
-------------------------------------------------------------------------------------------------------------
Rydex S&P 500 Pure Growth Fund, a series 0.75% $54.32
of Rydex Series Funds
-------------------------------------------------------------------------------------------------------------
S&P MidCap 500 Pure Growth ETF, a series 0.35% $58.16
of Rydex ETF Trust
-------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------
FUND NAME ANNUAL COMPENSATION TO THE INVESTMENT NET ASSETS (IN
ADVISER (AS A PERCENTAGE OF AVERAGE DAILY MILLIONS)
Fund(s) with Similar Objective NET ASSETS)
-------------------------------------------------------------------------------------------------------------
RYDEX S&P 500 PURE VALUE 0.75% $27.85
-------------------------------------------------------------------------------------------------------------
Rydex S&P 500 Pure Value Fund, a series 0.75% $25.14
of Rydex Series Funds
-------------------------------------------------------------------------------------------------------------
S&P MidCap 500 Pure Value ETF, a series 0.35% $34.31
of Rydex ETF Trust
-------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------
FUND NAME ANNUAL COMPENSATION TO THE INVESTMENT NET ASSETS (IN
ADVISER (AS A PERCENTAGE OF AVERAGE DAILY MILLIONS)
Fund(s) with Similar Objective NET ASSETS)
-------------------------------------------------------------------------------------------------------------
S&P MIDCAP 400 PURE GROWTH FUND 0.75% $44.92
-------------------------------------------------------------------------------------------------------------
Rydex S&P MidCap 400 Pure Growth Fund, a 0.75% $48.37
series of Rydex Series Funds
-------------------------------------------------------------------------------------------------------------
Rydex S&P MidCap 400 Pure Growth ETF, a 0.35% $101.76
series of Rydex ETF Trust
-------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------
FUND NAME ANNUAL COMPENSATION TO THE INVESTMENT NET ASSETS (IN
ADVISER (AS A PERCENTAGE OF AVERAGE DAILY MILLIONS)
Fund(s) with Similar Objective NET ASSETS)
-------------------------------------------------------------------------------------------------------------
S&P MIDCAP 400 PURE VALUE FUND 0.75% $29.51
-------------------------------------------------------------------------------------------------------------
Rydex S&P MidCap 400 Pure Value Fund, a 0.75% $36.50
series of Rydex Series Funds
-------------------------------------------------------------------------------------------------------------
Rydex S&P MidCap 400 Pure Value ETF, a 0.35% $25.24
series of Rydex ETF Trust
-------------------------------------------------------------------------------------------------------------
D-1-9
-------------------------------------------------------------------------------------------------------------
FUND NAME ANNUAL COMPENSATION TO THE INVESTMENT NET ASSETS (IN
ADVISER (AS A PERCENTAGE OF AVERAGE DAILY MILLIONS)
Fund(s) with Similar Objective NET ASSETS)
-------------------------------------------------------------------------------------------------------------
S&P SMALLCAP 600 PURE GROWTH FUND 0.75% $13.56
-------------------------------------------------------------------------------------------------------------
Rydex S&P SmallCap 600 Pure Growth Fund, 0.75% $22.73
a series of Rydex Series Funds
-------------------------------------------------------------------------------------------------------------
Rydex S&P SmallCap 600 Pure Growth ETF, 0.35% $13.10
a series of Rydex ETF Trust
-------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------
FUND NAME ANNUAL COMPENSATION TO THE INVESTMENT NET ASSETS (IN
ADVISER (AS A PERCENTAGE OF AVERAGE DAILY MILLIONS)
Fund(s) with Similar Objective NET ASSETS)
-------------------------------------------------------------------------------------------------------------
S&P SMALLCAP 600 PURE VALUE FUND 0.75% $13.56
-------------------------------------------------------------------------------------------------------------
Rydex S&P SmallCap 600 Pure Value Fund, 0.75% $26.56
a series of Rydex Series Funds
-------------------------------------------------------------------------------------------------------------
Rydex S&P SmallCap 600 Pure Value ETF, a 0.35% $84.91
series of Rydex ETF Trust
-------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------
FUND NAME ANNUAL COMPENSATION TO THE INVESTMENT NET ASSETS (IN
ADVISER (AS A PERCENTAGE OF AVERAGE DAILY MILLIONS)
Fund(s) with Similar Objective NET ASSETS)
-------------------------------------------------------------------------------------------------------------
STRENGTHENING DOLLAR 2X STRATEGY FUND 0.90% $7.53
-------------------------------------------------------------------------------------------------------------
Rydex Strengthening Dollar 2x Strategy 0.90% $71.00
Fund, a series of Rydex Series Funds
-------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------
FUND NAME ANNUAL COMPENSATION TO THE INVESTMENT NET ASSETS (IN
ADVISER (AS A PERCENTAGE OF AVERAGE DAILY MILLIONS)
Fund(s) with Similar Objective NET ASSETS)
-------------------------------------------------------------------------------------------------------------
TECHNOLOGY FUND 0.85% $15.49
-------------------------------------------------------------------------------------------------------------
Rydex Technology Fund, a series of Rydex 0.85% $39.97
Series Funds
-------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------
FUND NAME ANNUAL COMPENSATION TO THE INVESTMENT NET ASSETS (IN
ADVISER (AS A PERCENTAGE OF AVERAGE DAILY MILLIONS)
Fund(s) with Similar Objective NET ASSETS)
-------------------------------------------------------------------------------------------------------------
TELECOMMUNICATIONS FUND 0.85% $5.75
-------------------------------------------------------------------------------------------------------------
Rydex Telecommunications Fund, a series 0.85% $70.49
of Rydex Series Funds
-------------------------------------------------------------------------------------------------------------
D-1-10
-------------------------------------------------------------------------------------------------------------
FUND NAME ANNUAL COMPENSATION TO THE INVESTMENT NET ASSETS (IN
ADVISER (AS A PERCENTAGE OF AVERAGE DAILY MILLIONS)
Fund(s) with Similar Objective NET ASSETS)
-------------------------------------------------------------------------------------------------------------
TRANSPORTATION FUND 0.85% $8.46
-------------------------------------------------------------------------------------------------------------
Rydex Transportation Fund, a series of 0.85% $76.79
Rydex Series Funds
-------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------
FUND NAME ANNUAL COMPENSATION TO THE INVESTMENT NET ASSETS (IN
ADVISER (AS A PERCENTAGE OF AVERAGE DAILY MILLIONS)
Fund(s) with Similar Objective NET ASSETS)
-------------------------------------------------------------------------------------------------------------
U.S. GOVERNMENT MONEY MARKET FUND 0.50% $231.44
-------------------------------------------------------------------------------------------------------------
Rydex U.S. Government Money Market Fund, 0.50% $1,341.27
a series of Rydex Series Funds
-------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------
FUND NAME ANNUAL COMPENSATION TO THE INVESTMENT NET ASSETS (IN
ADVISER (AS A PERCENTAGE OF AVERAGE DAILY MILLIONS)
Fund(s) with Similar Objective NET ASSETS)
-------------------------------------------------------------------------------------------------------------
UTILITIES FUND 0.85% $15.82
-------------------------------------------------------------------------------------------------------------
Rydex Utilities Fund, a series of Rydex 0.85% $55.62
Series Funds
-------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------
FUND NAME ANNUAL COMPENSATION TO THE INVESTMENT NET ASSETS (IN
ADVISER (AS A PERCENTAGE OF AVERAGE DAILY MILLIONS)
Fund(s) with Similar Objective NET ASSETS)
-------------------------------------------------------------------------------------------------------------
WEAKENING DOLLAR 2X STRATEGY FUND 0.90% $4.91
-------------------------------------------------------------------------------------------------------------
Rydex Weakening Dollar 2x Strategy Fund, 0.90% $63.15
a series of Rydex Series Funds
-------------------------------------------------------------------------------------------------------------
(1) The Fund invests primarily in underlying funds (the "Underlying Funds").
The Investment Adviser receives an investment advisory fee for managing the
Underlying Funds. The Underlying Funds pay a monthly investment advisory
fee to the Investment Adviser for its services. The fee is based on the
average net daily assets of each Underlying Fund and calculated at an
annual rate for each Underlying Fund. For more information regarding the
Underlying funds' investment advisory fees and expense limitations, please
see the Prospectus and applicable sections of the Statement of Additional
Information. The Funds benefit from the investment advisory services
provided to the Underlying Funds and, as shareholders of those Underlying
Funds, indirectly bear a proportionate share of those Underlying Funds'
advisory fees.
(2) The Fund may invest in a wholly-owned and controlled Cayman Islands
subsidiary (the "Subsidiary"). The Subsidiary has entered into a separate
advisory agreement with the Investment Adviser for the management of the
Subsidiary's portfolio pursuant to which the Subsidiary pays the Investment
Adviser a management fee at the same rate that the Fund pays the Investment
Adviser for services provided to the Fund. The Investment Adviser has
contractually agreed to waive the management fee it receives from the Fund
in an amount equal to the management fee paid to the Investment Adviser by
the Subsidiary. This undertaking will continue in effect for so long as the
Fund invests in the Subsidiary, and may not be terminated by the Investment
Adviser unless the Investment Adviser first obtains the prior approval of
the Fund's Board of Trustees for such termination. The management fees
D-1-11
included in the table reflect the net management fees paid to the
Investment Adviser by the Fund after the fee waiver.
(3) The Multi-Cap Core Equity Fund pays the Investment Adviser a fee that is
comprised of two components: the first component is an annual basic fee
(the "basic fee") equal to 0.70% of the Multi-Cap Core Equity Fund's
average daily net assets, and the second component is a performance fee
adjustment. The Multi-Cap Core Equity Fund's basic fee is subject to upward
or downward adjustment depending on whether, and to what extent, the
investment performance of the Fund for the relevant performance period
exceeds, or is exceeded by, the investment record (the "record") of the
index determined by the Fund to be appropriate over the same period. The
Trustees have designated the Russell 3000(R) Index (the "Index") for this
purpose. The Index measures the performance of the 3,000 largest U.S.
companies based on total market capitalization, which represents
approximately 98% of the investable U.S. equity market. The performance
period consists of a rolling 12-month period, and will be calculated and
applied at the end of each month. Each 0.0375% of difference will result in
a performance rate adjustment of 0.01%. The maximum annualized performance
rate adjustment is +/- 0.20%. A percentage of this rate (based on the
number of days in the current month) is then multiplied by the average
daily net assets of the Multi-Cap Core Equity Fund over the entire
performance period, giving the dollar amount that will be added to (or
subtracted from) the basic fee.
APPENDIX D-2
ADVISORY FEE RATES OF FUNDS WITH SIMILAR INVESTMENT OBJECTIVES ADVISED
OR SUB-ADVISED BY CLS INVESTMENTS, LLC
[Each of the tables below lists the names of other mutual funds advised or
sub-advised by CLS Investments, LLC (the "Sub-Adviser") with similar investment
objectives as the Sub-Advised Funds, and information concerning the Sub-Advised
Funds' and such other funds' net assets as of [________] and the rate of
compensation for the Sub-Adviser for its services to the Sub-Advised Funds and
such other funds.]
-------------------------------------------------------------------------------------------------------------
FUND NAME ANNUAL COMPENSATION TO THE SUB-ADVISER NET ASSETS (IN
(AS A PERCENTAGE OF AVERAGE DAILY NET MILLIONS)
Fund(s) with Similar Objective ASSETS)
-------------------------------------------------------------------------------------------------------------
[Name of series of Rydex Variable Trust] [ ] $
-------------------------------------------------------------------------------------------------------------
[Name of other mutual funds] [ ] $
-------------------------------------------------------------------------------------------------------------
APPENDIX E
FORM OF SUB-ADVISORY AGREEMENT WITH CLS INVESTMENTS, LLC
INVESTMENT SUB-ADVISORY AGREEMENT
AGREEMENT made this [ ] day of [ ], 2010, by and between PADCO Advisors II,
Inc., d/b/a Rydex Investments, a Maryland corporation (the "Adviser"), and CLS
Investment Firm, LLC, a Nebraska limited liability company (the "Sub-Adviser").
WHEREAS, Rydex Variable Trust, a Delaware statutory trust (the "Trust") is an
open-end management investment company registered under the Investment Company
Act of 1940, as amended (the "1940 Act");
WHEREAS, the Adviser has entered into an Investment Advisory Agreement dated [
], 2010, as amended (the "Advisory Agreement") with the Trust, pursuant to which
the Adviser will act as the investment adviser to the separate series of the
Trust set forth therein; and
WHEREAS, the Adviser, with the approval of the Trust, desires to retain the
Sub-Adviser as its agent to furnish sub-investment advisory services to the
Adviser in connection with the management of the separate series of the Trust
set forth on SCHEDULE A of this Investment Sub-Advisory Agreement (each a "Fund"
and together, the "Funds"), and the Sub-Adviser is willing to render such
sub-investment advisory services.
NOW, THEREFORE, in consideration of the mutual covenants herein contained, the
parties hereto agree as follows:
1. Appointment. The Adviser hereby appoints the Sub-Adviser to provide
certain sub-investment advisory services to each Fund for the period and on the
terms set forth in this Agreement (the "Sub-Advisory Agreement"). The
Sub-Adviser hereby accepts such appointment and agrees to furnish the services
herein set forth for the compensation herein provided.
2. Delivery of Documents. The Sub-Adviser hereby acknowledges receipt of
properly certified or authenticated copies of each of the following:
(a) The Trust's Declaration of Trust and all amendments thereto or
restatements thereof (such Declaration, as presently in effect
and as it shall from time to time be amended or restated, is
herein called the "Declaration of Trust");
(b) The Trust's By-Laws and amendments thereto;
(c) Resolutions of the Trust's Board of Trustees authorizing the
appointment of the Sub-Adviser and approving this Agreement;
(d) The Trust's Notification of Registration on Form N-8A under the
1940 Act as filed with the U.S. Securities and Exchange
Commission (the "SEC") and all amendments thereto;
(e) The Trust's Registration Statement on Form N-1A under the
Securities Act of 1933, as amended (the "1933 Act") and under the
1940 Act as filed with the SEC and all amendments thereto insofar
as such Registration Statement and such amendments relate to each
Fund; and
(f) The Trust's most recent prospectus and Statement of Additional
Information for each Fund (such prospectus and Statement of
Additional Information, as
E-2
presently in effect, and all amendments and supplements thereto
are herein collectively called the "Prospectus").
The Adviser will furnish the Sub-Adviser from time to time with copies of
all amendments of or supplements to the foregoing.
3. Management. Subject always to the supervision of the Trust's Board of
Trustees and the Adviser, the Sub-Adviser will furnish, direct, and administer
an investment program in respect of, and make investment and reinvestment
decisions for, all assets of each Fund and place all orders for the purchase and
sale of securities, all on behalf of each Fund. In the performance of its
duties, the Sub-Adviser will satisfy its fiduciary duties to each Fund, and will
monitor each Fund's investments, and will comply with the provisions of the
Trust's Declaration of Trust and By-Laws, as amended from time to time, any
policies or restrictions imposed by the Adviser and/or the Trust, and the stated
investment objectives, policies and restrictions of each Fund as provided in
each Fund's prospectus and statement of additional information, as amended from
time to time. The Sub-Adviser and the Adviser will each make its officers and
employees available to the other from time to time at reasonable times to review
investment policies of each Fund and to consult with each other regarding the
investment affairs of each Fund. The Sub-Adviser shall also make itself
reasonably available to the Board of Trustees at such times as the Board of
Trustees shall request.
The Sub-Adviser represents and warrants that it is in compliance with all
applicable rules and regulations of the SEC pertaining to its investment
advisory activities and agrees that it:
(a) will use the same skill and care in providing such services as it
uses in providing services to fiduciary accounts for which it has
investment responsibilities;
(b) will conform with all applicable rules and regulations of the SEC
pertaining to its investment advisory activities;
(c) will place orders pursuant to its investment determinations for
each Fund either directly with the issuer or with any broker or
dealer. In placing orders with brokers or dealers, the
Sub-Adviser will attempt to obtain the best combination of prompt
execution of orders in an effective manner and at the most
favorable price consistent with its "best execution" obligation.
Consistent with this obligation, when the execution and price
offered by two or more brokers or dealers are comparable, the
Sub-Adviser may, in its discretion, purchase and sell portfolio
securities to and from brokers and dealers who provide the
Sub-Adviser with research advice and other services (as those
terms are defined in Section 28(e) of the Securities Act of
1934). In no instance will portfolio securities be purchased from
or sold to the Adviser, the Sub-Adviser, Rydex Distributors, Inc.
or any affiliated person of either the Trust, the Adviser, the
Sub-Adviser or Rydex Distributors, Inc., except as may be
permitted under the 1940 Act;
(d) will report regularly to the Adviser and will make appropriate
persons available for the purpose of reviewing at reasonable
times with representatives of the Adviser and the Board of
Trustees the management of each Fund, including, without
limitation, review of the general investment strategy of each
Fund, the performance of each Fund in relation to standard
industry indices, interest rate considerations and general
conditions affecting the marketplace and will provide various
other reports from time to time as reasonably requested by the
Adviser;
E-3
(e) will maintain books and records required to be maintained by Rule
31a-3 under the 1940 Act with respect to the Trust's securities
transactions and will furnish the Adviser and the Trust's Board
of Trustees such periodic and special reports as the Board of
Trustees or the Adviser may request;
(f) will act upon instructions from the Adviser not inconsistent with
the fiduciary duties hereunder; and
(g) will treat confidentially and as proprietary information of the
Trust all such records and other information relative to the
Trust maintained by the Sub-Adviser, and will not use such
records and information for any purpose other than performance of
its responsibilities and duties hereunder, except after prior
notification to and approval in writing by the Trust, which
approval shall not be unreasonably withheld and may not be
withheld where the Sub-Adviser may be exposed to civil or
criminal contempt proceedings for failure to comply, when
requested to divulge such information by duly constituted
authorities, or when so requested by the Trust.
4. Proxy Voting; Corporate Actions. The Sub-Adviser shall execute and
deliver, or cause its nominee to execute and deliver, all proxy votes, notices
of meetings and other notices affecting or relating to the securities of each
Fund during the term of this Sub-Advisory Agreement. The Sub-Adviser shall
maintain and preserve written proxy voting procedures, and shall provide a copy
of such voting procedures, along with a record of its actual proxy votes
relating to the securities of each Fund, to the Adviser or the Trust upon
request. The Adviser and Sub-Adviser understand that the Funds may pursue their
investment objectives by investing in other investment companies that are not
affiliated "underlying funds" and specific proxy rules are applicable under the
1940 Act to this type of relationship. In particular, the Sub-Adviser will vote
all proxies received from the underlying funds in the same proportion that all
shares of the underlying funds are voted, or in accordance with instructions
received from Fund shareholders, pursuant to Section 12(d)(1)(F) of the 1940
Act. Beginning July 1, 2003, the Sub-Adviser shall maintain records regarding
proxy voting on behalf of the Funds in order that the Funds may complete the
annual Form N-PX filing.
5. Books and Records. In compliance with the requirements of Rule 31a-3
under the 1940 Act, the Sub-Adviser hereby agrees that all records which it
maintains for each Fund, on behalf of the Trust are the property of the Trust
and further agrees to surrender promptly to the Trust any of such records upon
the Trust's request. The Sub-Adviser further agrees to preserve for the periods
prescribed by Rule 31a-2 under the 1940 Act the records required to be
maintained by Rule 31 a-1 under the 1940 Act.
6. Expenses. During the term of this Agreement, the Sub-Adviser will pay
all expenses incurred by it in connection with its activities under this
Sub-Advisory Agreement.
7. Compensation. For the services to be provided by the Sub-Adviser
pursuant to this Agreement, the Adviser will pay the Sub-Adviser, and the
Sub-Adviser agrees to accept as full compensation therefor, a sub-advisory fee
paid at the rate specified on Schedule A, which is attached hereto and made part
of this Agreement. The fee will be calculated based on the average daily net
asset value of the assets under the Sub-Adviser's management. This fee will be
paid at least quarterly. Except as may otherwise be prohibited by law or
regulation (including any then current SEC staff interpretation), the
Sub-Adviser may, in its discretion and from time to time, waive a portion of its
fee. The Sub-Adviser shall not be responsible for expenses and costs of a Fund's
operations payable by a Fund or the Adviser.
E-4
8. Services to Others. The Adviser understands, and has advised the
Trust's Board of Trustees, that the Sub-Adviser now acts, and may in the future
act, as an investment adviser and fiduciary to other managed accounts, and as
investment adviser, sub-investment adviser, and/or administrator to other
investment companies. The Adviser has no objection to the Sub-Adviser's acting
in such capacities, provided that the Sub-Adviser furnishes adequate disclosure
of such possible conflicts of interest and implements procedures designed to
mitigate or eliminate such conflicts. For example, whenever a Fund and one or
more other investment companies advised by the Sub-Adviser have available funds
for investment, investments suitable and appropriate for each will be allocated
in accordance with a formula believed by the Sub-Adviser to be equitable to each
company. The Adviser recognizes, and has advised the Trust's Board of Trustees,
that in some cases the Sub-Adviser's procedures may adversely affect the size of
the position that each Fund may obtain in a particular security. In addition,
the Adviser understands, and has advised the Trust's Board of Trustees, that the
persons employed by the Sub-Adviser to assist in the Sub-Adviser's duties under
this Sub-Advisory Agreement will not devote their full time to such service and
nothing contained in this Sub-Advisory Agreement will be deemed to limit or
restrict the right of the Sub-Adviser or any of its affiliates to engage in and
devote time and attention to other businesses or to render services of whatever
kind or nature.
9. Standard of Care. Each of the Adviser and Sub-Adviser shall discharge
its duties under this Sub-Advisory Agreement with the care, skill, prudence and
diligence under the circumstances then prevailing that a prudent person acting
in a like capacity and familiar with such matters would use in the conduct of an
enterprise of a like character and with like aims. The parties recognize that
the opinions, recommendations and actions of the Sub-Adviser will be based on
advice and information deemed to be reliable but not guaranteed by or to the
Sub-Adviser.
10. Indemnification. Each of the Adviser and Sub-Adviser agrees to
indemnify each other against any claim, loss or liability (including reasonable
attorney's fees) arising as a result of the failure to meet the standard of care
set forth in the first sentence of Paragraph 9 hereof, Notwithstanding the
generality of the foregoing, the Adviser and Sub-Adviser each further agrees to
indemnify each other against any claim, loss or liability (including reasonable
attorney's fees) arising or as a result of willful misfeasance, bad faith or
gross negligence in the performance of its duties, or by reason of reckless
disregard of its obligation and duties hereunder. The federal securities laws
impose liabilities under certain circumstances on persons who act in good faith,
and therefore nothing herein shall in any way constitute a waiver or limitation
of any rights which each party may have against the other under any federal
securities laws based on negligence and which cannot be modified in advance by
contract.
11. Duration and Termination. This Sub-Advisory Agreement will become
effective as of the date hereof provided that it has been approved by vote of a
majority of the outstanding voting securities of each Fund in accordance with
the requirements under the 1940 Act, and, unless sooner terminated as provided
herein, will continue in effect for two years.
Thereafter, if not terminated, this Sub-Advisory Agreement will continue in
effect for each Fund for successive periods of 12 months, each ending on the day
preceding the anniversary of the Sub-Advisory Agreement's effective date of each
year, provided that such continuation is specifically approved at least annually
(a) by the vote of a majority of those members of the Trust's Board of Trustees
who are not interested persons of the Trust, the Sub-Adviser, or the Adviser,
cast in person at a meeting called for the purpose of voting on such approval,
and (b) by the vote of a majority of the Trust's Board of Trustees or by the
vote of a majority of all votes attributable to the outstanding shares of each
Fund. Notwithstanding the foregoing, this Sub-Advisory Agreement may be
terminated as to each Fund at any time, without the payment of any penalty, on
sixty (60) days' written notice by the Adviser or by the Sub-Adviser, This
Sub-Advisory Agreement will immediately terminate in the event of its
assignment. (As
E-5
used in this Sub-Advisory Agreement, the terms "majority of the outstanding
voting securities," "interested persons" and "assignment" have the same meaning
of such terms ascribed in the 1940 Act.)
This Agreement will terminate automatically if the investment advisory
agreement between the Trust and the Adviser is terminated.
12. Amendment of this Agreement. No provision of this Sub-Advisory
Agreement may be changed, waived, discharged or terminated orally, but only by
an instrument in writing signed by the party against which enforcement of the
change, waiver, discharge or termination is sought.
13. Multiple Originals. This Sub-Advisory Agreement may be executed in two
or more counterparts, each of which when so executed shall be deemed to be an
original, but such counterparts shall together constitute but one and the same
document.
14. Custody. All securities and other assets of each Fund shall be
maintained with a custodian designated by the Adviser. The Sub-Adviser shall
have no responsibility or liability with respect to any custodial function.
15. Miscellaneous. The captions in this Agreement are included for
convenience of reference only and in no way define or delimit any of the
provisions hereof or otherwise affect their construction or effect. If any
provision of this Agreement is held or made invalid by a court decision,
statute, rule or otherwise, the remainder of this Agreement will not be affected
thereby. This Agreement will be binding upon and shall inure to the benefit of
the parties hereto and will be governed by the internal laws of the state of
Delaware. The Sub-Adviser shall notify the Adviser of any changes in its
officers and directors within a reasonable time.
16. Limitation of Liability. The names "Rydex Variable Trust" and
"Trustees of the Rydex Variable Trust" refer respectively to the Trust created
by, and the Trustees, as trustees but not individually or personally, acting
from time to time under, the Declaration of Trust, to which reference is hereby
made and a copy of which is on file at the office of the Secretary of State of
the State of Delaware and elsewhere as required by law, and to any and all
amendments thereto so filed or hereafter filed. The obligations of the Trust
entered in the name or on behalf thereof by any of the Trustees, representatives
or agents are made not individually but only in such capacities and are not
binding upon any of the Trustees, shareholders or representatives of the Trust
personally, but bind only the assets of the Trust. Persons dealing with each
Fund must look solely to the assets of the Trust belonging to each Fund for the
enforcement of any claims against the Trust.
E-6
IN WITNESS WHEREOF, the parties hereto have caused this instrument to be
executed by their officers designated below as of the day and year first above
written.
PADCO ADVISORS II, INC.
By:
-------------------------------------
Name: Richard M. Goldman
Title: Chief Executive Officer
CLS INVESTMENT FIRM, LLC
By:
-------------------------------------
Name:
Title:
E-7
SCHEDULE A
TO THE
INVESTMENT SUB-ADVISORY AGREEMENT
DATED [ ], 2010
BETWEEN
PADCO ADVISORS II, INC.
AND
CLS INVESTMENT FIRM, LLC
Pursuant to Section 7 of this Investment Sub-Advisory Agreement, the Adviser
shall pay the Sub-Adviser compensation at an annual rate as follows:
Amerigo Fund: 0.40%
Clermont Fund: 0.40%
Berolina Fund: 0.40%
Should either of the aforementioned Funds not average $10,000,000 in assets over
a quarter, the Sub-Adviser will not receive compensation for assets in that Fund
for that specific quarter.
E-8
APPENDIX F
INFORMATION REGARDING THE SUB-ADVISORY AGREEMENT WITH CLS INVESTMENTS, LLC AND
FEES PAID TO THE SUB-ADVISER
CLS Investments, LLC (the "Sub-Adviser") currently serves as sub-adviser to the
Amerigo Fund, the Berolina Fund, and the Clermont Fund, each a series of Rydex
Variable Trust (collectively, the "CLS Funds"), pursuant to the investment
sub-advisory agreement between PADCO Advisors II, Inc., the CLS Funds'
investment adviser (the "Investment Adviser"), and the Sub-Adviser. The table
below provides the following information:
(i) the date of the Sub-Advisory Agreement;
(ii) the date on which the CLS Funds' shareholders last approved the Funds'
Sub-Advisory Agreement;
(iii) the annual rate of sub-advisory fees paid by the Investment Adviser to
the Sub-Adviser for the Sub-Adviser's sub-advisory services to the CLS
Funds; and
(iv) the aggregate amount of advisory fees paid by the Investment Adviser to
the Sub-Adviser for the Sub-Adviser's sub-advisory services to the CLS
Funds during the CLS Funds' fiscal year ended December 31, 2008.
---------------------------------------------------------------------------------------------------------------------------------
FUND DATE OF DATE OF LAST SUB-ADVISORY FEES SUB-ADVISORY FEES
SUB-ADVISORY SHAREHOLDER PAID TO SUB-ADVISER
AGREEMENT APPROVAL
---------------------------------------------------------------------------------------------------------------------------------
Amerigo Fund 1/18/2008 [ ] 0.40% $1,263,902
---------------------------------------------------------------------------------------------------------------------------------
Berolina Fund 1/18/2008 [ ] 0.40% $287,407
---------------------------------------------------------------------------------------------------------------------------------
Clermont Fund 1/18/2008 [ ] 0.40% $245,716
---------------------------------------------------------------------------------------------------------------------------------
F-1
APPENDIX G
OUTSTANDING SHARES
[As of February 24, 2010, the total number of shares outstanding for each Fund
is set forth in the table below:]
RYDEX VARIABLE TRUST
-----------------------------------------------------------------------------------------------------------------
FUND SHARES OUTSTANDING
-----------------------------------------------------------------------------------------------------------------
All-Cap Opportunity Fund
-----------------------------------------------------------------------------------------------------------------
Alternative Strategies Allocation Fund
-----------------------------------------------------------------------------------------------------------------
Amerigo Fund
-----------------------------------------------------------------------------------------------------------------
Banking Fund
-----------------------------------------------------------------------------------------------------------------
Basic Materials Fund
-----------------------------------------------------------------------------------------------------------------
Berolina Fund
-----------------------------------------------------------------------------------------------------------------
Biotechnology Fund
-----------------------------------------------------------------------------------------------------------------
Clermont Fund
-----------------------------------------------------------------------------------------------------------------
Commodities Strategy Fund
-----------------------------------------------------------------------------------------------------------------
Consumer Products Fund
-----------------------------------------------------------------------------------------------------------------
Dow 2x Strategy Fund
-----------------------------------------------------------------------------------------------------------------
Electronics Fund
-----------------------------------------------------------------------------------------------------------------
Energy Fund
-----------------------------------------------------------------------------------------------------------------
G-1
-----------------------------------------------------------------------------------------------------------------
FUND SHARES OUTSTANDING
-----------------------------------------------------------------------------------------------------------------
Energy Services Fund
-----------------------------------------------------------------------------------------------------------------
All-Asset Aggressive Strategy Fund (formerly, Essential
Portfolio Aggressive Fund)
-----------------------------------------------------------------------------------------------------------------
All-Asset Conservative Strategy Fund
(formerly, Essential Portfolio Conservative Fund)
-----------------------------------------------------------------------------------------------------------------
All-Asset Moderate Strategy Fund
(formerly, Essential Portfolio Moderate Fund)
-----------------------------------------------------------------------------------------------------------------
Europe 1.25x Strategy Fund
-----------------------------------------------------------------------------------------------------------------
Financial Services Fund
-----------------------------------------------------------------------------------------------------------------
Government Long Bond 1.2x Strategy Fund
-----------------------------------------------------------------------------------------------------------------
Health Care Fund
-----------------------------------------------------------------------------------------------------------------
Internet Fund
-----------------------------------------------------------------------------------------------------------------
Inverse Dow 2x Strategy Fund
-----------------------------------------------------------------------------------------------------------------
Inverse Government Long Bond Strategy Fund
-----------------------------------------------------------------------------------------------------------------
Inverse Mid-Cap Strategy Fund
-----------------------------------------------------------------------------------------------------------------
Inverse NASDAQ-100(R) Strategy Fund
-----------------------------------------------------------------------------------------------------------------
Inverse Russell 2000(R) Strategy Fund
-----------------------------------------------------------------------------------------------------------------
Inverse S&P 500 Strategy Fund
-----------------------------------------------------------------------------------------------------------------
Japan 2x Strategy Fund
-----------------------------------------------------------------------------------------------------------------
G-2
-----------------------------------------------------------------------------------------------------------------
FUND SHARES OUTSTANDING
-----------------------------------------------------------------------------------------------------------------
Leisure Fund
-----------------------------------------------------------------------------------------------------------------
Managed Futures Strategy Fund
-----------------------------------------------------------------------------------------------------------------
Mid-Cap 1.5x Strategy Fund
-----------------------------------------------------------------------------------------------------------------
Multi-Cap Core Equity Fund
-----------------------------------------------------------------------------------------------------------------
Multi-Hedge Strategies Fund
-----------------------------------------------------------------------------------------------------------------
NASDAQ-100(R) 2x Strategy Fund
-----------------------------------------------------------------------------------------------------------------
NASDAQ-100(R) Fund
-----------------------------------------------------------------------------------------------------------------
Nova Fund
-----------------------------------------------------------------------------------------------------------------
Precious Metals Fund
-----------------------------------------------------------------------------------------------------------------
Real Estate Fund
-----------------------------------------------------------------------------------------------------------------
Retailing Fund
-----------------------------------------------------------------------------------------------------------------
Russell 2000(R) 1.5x Strategy Fund
-----------------------------------------------------------------------------------------------------------------
Russell 2000(R) 2x Strategy Fund
-----------------------------------------------------------------------------------------------------------------
S&P 500 2x Strategy Fund
-----------------------------------------------------------------------------------------------------------------
S&P 500 Pure Growth Fund
-----------------------------------------------------------------------------------------------------------------
S&P 500 Pure Value Fund
-----------------------------------------------------------------------------------------------------------------
G-3
-----------------------------------------------------------------------------------------------------------------
FUND SHARES OUTSTANDING
-----------------------------------------------------------------------------------------------------------------
S&P MidCap 400 Pure Growth Fund
-----------------------------------------------------------------------------------------------------------------
S&P MidCap 400 Pure Value Fund
-----------------------------------------------------------------------------------------------------------------
S&P SmallCap 600 Pure Growth Fund
-----------------------------------------------------------------------------------------------------------------
S&P SmallCap 600 Pure Value Fund
-----------------------------------------------------------------------------------------------------------------
Strengthening Dollar 2x Strategy Fund
-----------------------------------------------------------------------------------------------------------------
Technology Fund
-----------------------------------------------------------------------------------------------------------------
Telecommunications Fund
-----------------------------------------------------------------------------------------------------------------
Transportation Fund
-----------------------------------------------------------------------------------------------------------------
U.S. Government Money Market Fund
-----------------------------------------------------------------------------------------------------------------
Utilities Fund
-----------------------------------------------------------------------------------------------------------------
Weakening Dollar 2x Strategy Fund
-----------------------------------------------------------------------------------------------------------------
G-4
APPENDIX H
BENEFICIAL OWNERS OF MORE THAN 5% OF A CLASS OF EACH FUND
[As of February 24, 2010, the following persons owned, of record and
beneficially (unless otherwise indicated), 5% or more of each Fund's outstanding
securities:]
RYDEX VARIABLE TRUST
-------------------------------------------------------------------------------------------------------------------
NAME OF THE FUND NAME AND ADDRESS OF THE AMOUNT OF SHARES OWNED PERCENTAGE OF THE FUND
BENEFICIAL OWNER
-------------------------------------------------------------------------------------------------------------------
All-Cap Opportunity Fund
-------------------------------------------------------------------------------------------------------------------
Alternative Strategies
Allocation Fund
-------------------------------------------------------------------------------------------------------------------
Amerigo Fund
-------------------------------------------------------------------------------------------------------------------
Banking Fund
-------------------------------------------------------------------------------------------------------------------
Basic Materials Fund
-------------------------------------------------------------------------------------------------------------------
Berolina Fund
-------------------------------------------------------------------------------------------------------------------
Biotechnology Fund
-------------------------------------------------------------------------------------------------------------------
Clermont Fund
-------------------------------------------------------------------------------------------------------------------
Commodities Strategy Fund
-------------------------------------------------------------------------------------------------------------------
Consumer Products Fund
-------------------------------------------------------------------------------------------------------------------
Dow 2x Strategy Fund
-------------------------------------------------------------------------------------------------------------------
Electronics Fund
-------------------------------------------------------------------------------------------------------------------
Energy Fund
-------------------------------------------------------------------------------------------------------------------
H-1
-------------------------------------------------------------------------------------------------------------------
NAME OF THE FUND NAME AND ADDRESS OF THE AMOUNT OF SHARES OWNED PERCENTAGE OF THE FUND
BENEFICIAL OWNER
-------------------------------------------------------------------------------------------------------------------
Energy Services Fund
-------------------------------------------------------------------------------------------------------------------
All-Asset Aggressive Strategy
Fund (formerly, Essential
Portfolio Aggressive Fund)
-------------------------------------------------------------------------------------------------------------------
All-Asset Conservative Strategy
Fund (formerly, Essential Portfolio
Conservative Fund)
-------------------------------------------------------------------------------------------------------------------
All-Asset Moderate Strategy Fund
(formerly, Essential Portfolio
Moderate Fund)
-------------------------------------------------------------------------------------------------------------------
Europe 1.25x Strategy Fund
-------------------------------------------------------------------------------------------------------------------
Financial Services Fund
-------------------------------------------------------------------------------------------------------------------
Government Long Bond 1.2x
Strategy Fund
-------------------------------------------------------------------------------------------------------------------
Health Care Fund
-------------------------------------------------------------------------------------------------------------------
Internet Fund
-------------------------------------------------------------------------------------------------------------------
Inverse Dow 2x Strategy Fund
-------------------------------------------------------------------------------------------------------------------
Inverse Government Long Bond
Strategy Fund
-------------------------------------------------------------------------------------------------------------------
Inverse Mid-Cap Strategy Fund
-------------------------------------------------------------------------------------------------------------------
Inverse NASDAQ-100(R) Strategy
Fund
-------------------------------------------------------------------------------------------------------------------
Inverse Russell 2000(R) Strategy
Fund
-------------------------------------------------------------------------------------------------------------------
Inverse S&P 500 Strategy Fund
-------------------------------------------------------------------------------------------------------------------
Japan 2x Strategy Fund
-------------------------------------------------------------------------------------------------------------------
H-2
-------------------------------------------------------------------------------------------------------------------
NAME OF THE FUND NAME AND ADDRESS OF THE AMOUNT OF SHARES OWNED PERCENTAGE OF THE FUND
BENEFICIAL OWNER
-------------------------------------------------------------------------------------------------------------------
Leisure Fund
-------------------------------------------------------------------------------------------------------------------
Managed Futures Strategy Fund
-------------------------------------------------------------------------------------------------------------------
Mid-Cap 1.5x Strategy Fund
-------------------------------------------------------------------------------------------------------------------
Multi-Cap Core Equity Fund
-------------------------------------------------------------------------------------------------------------------
Multi-Hedge Strategies Fund
-------------------------------------------------------------------------------------------------------------------
NASDAQ-100(R) 2x Strategy Fund
-------------------------------------------------------------------------------------------------------------------
NASDAQ-100(R) Fund
-------------------------------------------------------------------------------------------------------------------
Nova Fund
-------------------------------------------------------------------------------------------------------------------
Precious Metals Fund
-------------------------------------------------------------------------------------------------------------------
Real Estate Fund
-------------------------------------------------------------------------------------------------------------------
Retailing Fund
-------------------------------------------------------------------------------------------------------------------
Russell 2000(R) 1.5x Strategy Fund
-------------------------------------------------------------------------------------------------------------------
Russell 2000(R) 2x Strategy Fund
-------------------------------------------------------------------------------------------------------------------
S&P 500 2x Strategy Fund
-------------------------------------------------------------------------------------------------------------------
S&P 500 Pure Growth Fund
-------------------------------------------------------------------------------------------------------------------
S&P 500 Pure Value Fund
-------------------------------------------------------------------------------------------------------------------
H-3
-------------------------------------------------------------------------------------------------------------------
NAME OF THE FUND NAME AND ADDRESS OF THE AMOUNT OF SHARES OWNED PERCENTAGE OF THE FUND
BENEFICIAL OWNER
-------------------------------------------------------------------------------------------------------------------
S&P MidCap 400 Pure Growth Fund
-------------------------------------------------------------------------------------------------------------------
S&P MidCap 400 Pure Value Fund
-------------------------------------------------------------------------------------------------------------------
S&P SmallCap 600 Pure Growth
Fund
-------------------------------------------------------------------------------------------------------------------
S&P SmallCap 600 Pure Value Fund
-------------------------------------------------------------------------------------------------------------------
Strengthening Dollar 2x Strategy
Fund
-------------------------------------------------------------------------------------------------------------------
Technology Fund
-------------------------------------------------------------------------------------------------------------------
Telecommunications Fund
-------------------------------------------------------------------------------------------------------------------
Transportation Fund
-------------------------------------------------------------------------------------------------------------------
U.S. Government Money Market
Fund
-------------------------------------------------------------------------------------------------------------------
Utilities Fund
-------------------------------------------------------------------------------------------------------------------
Weakening Dollar 2x Strategy
Fund
-------------------------------------------------------------------------------------------------------------------
H-4
[FORM OF PROXY CARD]
[FUND NAME PRINTS HERE]
9601 BLACKWELL ROAD, SUITE 500
ROCKVILLE, MARYLAND 20850
1-800 -820-0888
PROXY FOR A SPECIAL MEETING OF SHAREHOLDERS
APRIL 23, 2010
The undersigned hereby appoint(s) [ ], or any one of them, proxies, each of them
with full power of substitution, to vote and act with respect to all shares of
the above referenced fund (the "Fund") which the undersigned is entitled to vote
at the Special Meeting of shareholders of the Fund to be held at 9601 Blackwell
Road, Suite 500, Rockville, Maryland 20850 on April 23, 2010 at 1:00 p.m. ET,
and at any adjournment(s) or postponements thereof.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES. This proxy card will
be voted as instructed. IF NO SPECIFICATION IS MADE, THE PROXY CARD WILL BE
VOTED "FOR" THE PROPOSALS. THE PROXIES ARE AUTHORIZED, IN THEIR DISCRETION, TO
VOTE UPON SUCH MATTERS AS MAY COME BEFORE THE SPECIAL MEETING OR ANY
ADJOURNMENTS.
V FOLD AND DETACH HERE V
.................................................................................
[FUND NAME PRINTS HERE] (THE "FUND")
SPECIAL MEETING OF SHAREHOLDERS TO BE HELD APRIL 23, 2010
THE BOARD OF TRUSTEES RECOMMENDS A VOTE FOR THE FOLLOWING PROPOSALS
Please vote, date and sign this proxy card and return it promptly in the
enclosed envelope. Please indicate your vote by an "X" in the appropriate boxes
below:
1. To approve a new investment advisory agreement between the Fund and PADCO
Advisors II, Inc.
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
2. To approve a new investment sub-advisory agreement between PADCO Advisors
II, Inc. and CLS Investments, LLC for Amerigo Fund, Berolina Fund and
Clermont Fund.
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
3. To approve a new fundamental investment policy on borrowing money.
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
PLEASE VOTE BY CHECKING THE [X]
APPROPRIATE BOX AS IN THIS
EXAMPLE
Signature: _______________________ Signature (if held jointly): _______________
Date: ___________________________ Date: ______________________________________
This proxy must be signed exactly as your name(s) appears hereon. If as an
attorney, executor, guardian or in some representative capacity or as an officer
of a corporation, please add titles as such. Joint owners must each sign. By
signing this proxy card, you acknowledge that you have received the proxy
statement that the proxy card accompanies.
PROXY VOTING INSTRUCTIONS
Your mailed proxy statement provides details on important issues relating to
your Fund. THE BOARD OF TRUSTEES OF THE FUND RECOMMENDS THAT YOU VOTE "FOR" THE
PROPOSALS.
To make voting faster and more convenient for you, we are offering a variety of
ways to vote your proxy. You may vote using the Internet or by telephone instead
of completing and mailing the enclosed proxy card. The Internet and telephone
are generally available 24 hours a day and your vote will be confirmed and
posted immediately. Use whichever method is most convenient for you! If you
choose to vote via the Internet or by phone, you should not mail your proxy
card.
WAYS TO VOTE YOUR SHARES
Your vote is important no matter how many shares you own. Voting your shares
early will avoid costly follow-up mail and telephone solicitation.
Online 1. Click on www.proxyonline.com.
2. Enter the 12 digit control number.
3. Follow the instructions on the Web site.
4. Once you have voted, you do not need to mail your proxy
card.
By Phone 1. Call toll-free [1-________].
2. Enter the 12 digit control number.
3. Follow the recorded instructions.
4. Once you have voted, you do not need to mail your proxy
card
By Mail Complete and sign your proxy card and mail it in the
postage-paid envelope received with your shareholder
mailing. To ensure your vote is validated properly,
please sign your proxy card as described in the
"Instructions for Signing Proxy Cards" section of your
proxy materials.
In Person The Shareholder Meeting will take place on April 23, 2010 at
1:00 p.m. ET, at 9601 Blackwell Road, Suite 500,
Rockville, Maryland 20850.
V FOLD AND DETACH HERE V
--------------------------------------------------------------------------------
Questions?
We urge you to spend time reviewing your proxy statement and the proposals
included in the package. Should you have any questions, we encourage you to call
[1-_______] toll-free Monday through Friday from 9:30 a.m. to 10:00 p.m. Eastern
Time. We have retained [_________] to assist our shareholders in the voting
process. If we have not received your proxy card or vote as the date of the
special meeting approaches, representatives from [_________] may call you to
remind you to exercise your vote.
YOUR PROXY VOTE IS IMPORTANT! PLEASE VOTE TODAY