AS FILED WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION ON JUNE 23, 2009
File No. 333-158015
U.S. SECURITIES AND EXCHANGE
COMMISSION Washington,
D.C. 20549
FORM N-14
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 (X)
PRE-EFFECTIVE AMENDMENT NO. __( )
POST-EFFECTIVE AMENDMENT NO. 1 (X)
RYDEX VARIABLE TRUST
(Exact Name of Registrant as Specified in Charter)
9601 Blackwell Road, Suite 500, Rockville, Maryland 20850
(Address of Principal Executive Offices, Zip Code)
(301)296-5100
(Registrant's Telephone Number, including Area Code )
Richard Goldman
9601 Blackwell Road, Suite 500
Rockville, Maryland 20850
(Name and Address of Agent for Service)
Copy to:
W. John McGuire
Morgan, Lewis & Bockius LLP
1111 Pennsylvania Ave, N.W.
Washington, D.C. 20004
It is proposed that this filing will become effective (check appropriate box):
_X_ immediately upon filing pursuant to paragraph (b) of rule 485
___ on (date) pursuant to paragraph (b)(1)(v) of rule 485
___ 60 days after filing pursuant to paragraph (a)(1) of rule 485
___ on (date) pursuant to paragraph (a)(1) of rule 485
___ 75 days after filing pursuant to paragraph (a)(2) of rule 485
___ on (date) pursuant to paragraph (a)(2) of rule 485
EXPLANATORY NOTE
This Amendment to the Registration Statement on Form N-14 of Rydex Variable
Trust, filed with the U.S. Securities and Exchange Commission on March 16, 2009
(File No. 333-158015), is being filed to add Exhibit (J) to Part C of the
Registration Statement. No information contained in Parts A or B of the
Registration Statement, which are incorporated herein by reference in their
entirety, is amended, deleted or superseded hereby.
PART C
ITEM 23. EXHIBITS
(a)(1) Certificate of Trust of Rydex Variable Trust (the "Registrant"
or the "Trust") dated June 11, 1998 is incorporated herein by
reference to Exhibit (a)(1) of the Registrant's Initial
Registration Statement on Form N-1A (File No. 333-57017), as
filed with the U.S. Securities and Exchange Commission (the
"SEC") via EDGAR Accession No. 0001047469-98-024374 on June
17, 1998.
(a)(2) Registrant's Declaration of Trust dated June 11, 1998 is
incorporated herein by reference to Exhibit (a)(2) of the
Registrant's Initial Registration Statement on Form N-1A (File
No. 333-57017), as filed with the SEC via EDGAR Accession No.
0001047469-98-024374 on June 17, 1998.
(a)(3) Amendment dated November 21, 2005 to the Registrant's
Declaration of Trust dated June 11, 1998 is incorporated
herein by reference to Exhibit (a)(3) of Post-Effective
Amendment No. 21 to the Registrant's Registration Statement on
Form N-1A (File No. 333-57017), as filed with the SEC via
EDGAR Accession No. 0001047469-06-002087 on February 16, 2006.
(b) Registrant's Amended and Restated By-Laws are incorporated
herein by reference to Exhibit (b)(1) of Post-Effective
Amendment No. 21 to the Registrant's Registration Statement on
Form N-1A (File No. 333-57017), as filed with the SEC via
EDGAR Accession No. 0001047469-06-002087 on February 16, 2006.
(c) Not Applicable.
(d)(1) Advisory Agreement dated January 18, 2008 between the
Registrant and PADCO Advisors II, Inc., d/b/a Rydex
Investments, with respect to all series of the Trust except
for the Multi-Hedge Strategies Fund (formerly, the Absolute
Return Strategies Fund) and Hedged Equity Fund, is
incorporated herein by reference to Exhibit (d)(1) of
Post-Effective Amendment No. 30 to the Registrant's
Registration Statement on Form N-1A (File No. 333-57017), as
filed with the SEC via EDGAR Accession No.
0001104659-08-009438 on February 12, 2008.
(d)(2) Amendment dated February 26, 2009 to the Advisory Agreement
dated January 18, 2008 between the Registrant and PADCO
Advisors II, Inc., d/b/a Rydex Investments, with respect to
all series of the Trust except for the Multi-Hedge Strategies
Fund (formerly, the Absolute Return Strategies Fund) and
Hedged Equity Fund, is incorporated herein by reference to
Exhibit (d)(2) of Post-Effective Amendment No. 40 to the
Registrant's Registration Statement on Form N-1A (File No.
333-57017), as filed with the SEC via EDGAR Accession No.
0001104659-09-027794 on April 30, 2009.
(d)(3) Advisory Agreement dated January 18, 2008 between the
Registrant and PADCO Advisors II, Inc. d/b/a Rydex
Investments, with respect to the Multi-Hedge Strategies Fund
(formerly, the Absolute Return Strategies Fund) and Hedged
Equity Fund only, is incorporated herein by reference to
Exhibit (d)(3) of Post-Effective Amendment No. 30 to the
Registrant's Registration Statement on Form N-1A (File No.
333-57017), as filed with the SEC via EDGAR Accession No.
0001104659-08-009438 on February 12, 2008.
1
(d)(4) Amendment dated February 26, 2009 to the Advisory Agreement
dated January 18, 2008 between the Registrant and PADCO
Advisors II, Inc. d/b/a Rydex Investments, with respect to the
Multi-Hedge Strategies Fund (formerly, the Absolute Return
Strategies Fund) and Hedged Equity Fund only, is incorporated
herein by reference to Exhibit (d)(4) of Post-Effective
Amendment No. 40 to the Registrant's Registration Statement on
Form N-1A (File No. 333-57017), as filed with the SEC via
EDGAR Accession No. 0001104659-09-027794 on April 30, 2009.
(d)(5) Investment Sub-Advisory Agreement dated January 18, 2008
between PADCO Advisors II, Inc., d/b/a Rydex Investments, and
CLS Investments, LLC, with respect to the CLS AdvisorOne
Amerigo Fund, CLS AdvisorOne Berolina Fund and CLS AdvisorOne
Clermont Fund, is incorporated herein by reference to Exhibit
(d)(4) of Post-Effective Amendment No. 30 to the Registrant's
Registration Statement on Form N-1A (File No. 333-57017), as
filed with the SEC via EDGAR Accession No.
0001104659-08-009438 on February 12, 2008.
(d)(6) Investment Sub-Advisory Agreement dated March 14, 2008 between
PADCO Advisors II, Inc. and Valu-Trac Investment Management
Limited, with respect to the International Opportunity Fund
(formerly, the International Rotation Fund), is incorporated
herein by reference to Exhibit (d)(5) of Post-Effective
Amendment No. 31 to the Registrant's Registration Statement on
Form N-1A (File No. 333-57017), as filed with the SEC via
EDGAR Accession No. 0001104659-08-027931 on April 29, 2008.
(d)(7) Revised Schedule A to the Investment Sub-Advisory Agreement
dated March 14, 2008 between PADCO Advisors II, Inc. and
Valu-Trac Investment Management Limited, with respect to the
International Opportunity Fund (formerly, the International
Rotation Fund), is incorporated herein by reference to Exhibit
(d)(7) of Post-Effective Amendment No. 40 to the Registrant's
Registration Statement on Form N-1A (File No. 333-57017), as
filed with the SEC via EDGAR Accession No.
0001104659-09-027794 on April 30, 2009.
(d)(8) Form of Sub-Advisory Agreement between PADCO Advisors II,
Inc., d/b/a Rydex Investments, and Security Global Investors,
LLC, with respect to the Global Market Neutral Fund, is
incorporated herein by reference to Exhibit (d)(8) of
Post-Effective Amendment No. 33 to the Registrant's
Registration Statement on Form N-1A (File No. 333-57017), as
filed with the SEC via EDGAR Accession No.
0001104659-08-058978 on September 16, 2008.
(e)(1) Distribution Agreement dated January 18, 2008 between the
Registrant and Rydex Distributors, Inc. is incorporated herein
by reference to Exhibit (e)(1) of Post-Effective Amendment No.
30 to the Registrant's Registration Statement on Form N-1A
(File No. 333-57017), as filed with the SEC via EDGAR
Accession No. 0001104659-08-009438 on February 12, 2008.
(e)(2) Investor Services Agreement dated January 18, 2008 between the
Registrant and Rydex Distributors, Inc. is incorporated herein
by reference to Exhibit (e)(2) of Post-Effective Amendment No.
30 to the Registrant's Registration Statement on Form N-1A
(File No. 333-57017), as filed with the SEC via EDGAR
Accession No. 0001104659-08-009438 on February 12, 2008.
(e)(3) Revised Exhibit A to the Investor Services Agreement dated
January 18, 2008 between the Registrant and Rydex
Distributors, Inc. is incorporated herein by reference to
Exhibit
2
(e)(3) of Post-Effective Amendment No. 40 to the Registrant's
Registration Statement on Form N-1A (File No. 333-57017), as
filed with the SEC via EDGAR Accession No.
0001104659-09-027794 on April 30, 2009.
(e)(4) Investor Services Plan dated December 31, 1998 is incorporated
herein by reference to Exhibit (e)(3) of Post-Effective
Amendment No. 1 to the Registrant's Registration Statement on
Form N-1A (File No. 333-57017), as filed with the SEC via
EDGAR Accession No. 0001047469-99-015244 on April 16, 1999.
(e)(5) Amendment dated February 26, 2009 to the Investor Services
Plan dated December 31, 1998 is incorporated herein by
reference to Exhibit (e)(5) of Post-Effective Amendment No. 40
to the Registrant's Registration Statement on Form N-1A (File
No. 333-57017), as filed with the SEC via EDGAR Accession No.
0001104659-09-027794 on April 30, 2009.
(f) Not Applicable.
(g)(1) Custody Agreement dated August 31, 1998 between the Registrant
and Star Bank, N.A. (now U.S. Bank) is incorporated herein by
reference to Exhibit (g) of Post-Effective Amendment No. 22 to
the Registrant's Registration Statement on Form N-1A (File No.
333-57017), as filed with the SEC via EDGAR Accession No.
0001104659-06-024641 on April 12, 2006.
(g)(2) Amended and Restated Foreign Custody Manager Agreement dated
April 24, 2008 between the Registrant and U.S. Bank, N.A.
(formerly, Star Bank, N.A.) is incorporated herein by
reference to Exhibit (g)(2) of Post-Effective Amendment No. 33
to the Registrant's Registration Statement on Form N-1A (File
No. 333-57017), as filed with the SEC via EDGAR Accession No.
0001104659-08-058978 on September 16, 2008.
(g)(3) Revised Schedule II to the Amended and Restated Foreign
Custody Manager Agreement dated April 24, 2008 between the
Registrant and U.S. Bank, N.A. (formerly, Star Bank, N.A.) is
incorporated herein by reference to Exhibit (g)(3) of
Post-Effective Amendment No. 40 to the Registrant's
Registration Statement on Form N-1A (File No. 333-57017), as
filed with the SEC via EDGAR Accession No.
0001104659-09-027794 on April 30, 2009.
(g)(4) Special Custody and Pledge Agreement by and among the
Registrant, Pershing LLC, PADCO Advisors II, Inc. and U.S.
Bank National Association, with respect to the Global Market
Neutral Fund, to be filed by amendment.
(h)(1) Amended and Restated Service Agreement dated November 15, 2004
between the Registrant and Rydex Fund Services, Inc. is
incorporated herein by reference to Exhibit (h)(1) of
Post-Effective Amendment No. 18 to the Registrant's
Registration Statement on Form N-1A (File No. 333-57017), as
filed with the SEC via EDGAR Accession No.
0001047469-05-011085 on April 22, 2005.
(h)(2) Amendment dated February 26, 2009 to the Amended and Restated
Service Agreement dated November 15, 2004 between the
Registrant and Rydex Fund Services, Inc. is incorporated
herein by reference to Exhibit (h)(2) of Post-Effective
Amendment No. 40 to the Registrant's Registration Statement on
Form N-1A (File No. 333-57017), as filed with the SEC via
EDGAR Accession No. 0001104659-09-027794 on April 30, 2009.
3
(h)(3) Accounting Services Agreement dated August 11, 1998 between
the Registrant and PADCO Service Company, Inc., d/b/a Rydex
Fund Services, Inc., is incorporated herein by reference to
Exhibit (h)(2) of Pre-Effective Amendment No. 1 to the
Registrant's Registration Statement on Form N-1A (File No.
333-57017), as filed with the SEC via EDGAR Accession No.
0001047469-98-037424 on October 16, 1998.
(h)(4) Amendment dated February 26, 2009 to the Accounting Service
Agreement dated August 11, 1998 between the Registrant and
Rydex Fund Services, Inc. is incorporated herein by reference
to Exhibit (h)(4) of Post-Effective Amendment No 40 to the
Registrant's Registration Statement on Form N-1A (File No.
333-57017), as filed with the SEC via EDGAR Accession No.
0001104659-09-027794 on April 30, 2009.
(i) Not applicable.
(j) Opinion of Morgan, Lewis & Bockius LLP, regarding certain tax
matters, is filed herewith.
(k) Not Applicable.
(l) Not Applicable.
(m)(1) Distribution Plan dated February 14, 2003 is incorporated
herein by reference to Exhibit (m)(1) of Post-Effective
Amendment No. 22 to the Registrant's Registration Statement on
Form N-1A (File No. 333-57017), as filed with the SEC via
EDGAR Accession No. 0001104659-06-024641 on April 12, 2006.
(m)(2) Amendment dated February 17, 2006 to Distribution Plan dated
February 14, 2003 between the Registrant and Rydex
Distributors, Inc. is incorporated herein by reference to
Exhibit (m)(2) of Post-Effective Amendment No. 22 to the
Registrant's Registration Statement on Form N-1A (File No.
333-57017), as filed with the SEC via EDGAR Accession No.
0001104659-06-024641 on April 12, 2006.
(n) Not Applicable.
(o) Not Applicable.
(p)(1) Combined Code of Ethics for the Registrant, Rydex Series
Funds, Rydex Dynamic Funds, Rydex ETF Trust, PADCO Advisors,
Inc. d/b/a Rydex Investments, PADCO Advisors II, Inc. d/b/a
Rydex Investments, Rydex Capital Partners I, LLC, Rydex
Capital Partners II, LLC, Rydex Distributors, Inc. is
incorporated herein by reference to Exhibit (p)(1) of
Post-Effective Amendment No. 39 to the Registrant's
Registration Statement on Form N-1A (File No. 333-57017), as
filed with the SEC via EDGAR Accession No.
0001104659-09-009522 on February 13, 2009.
(p)(2) Code of Ethics for NorthStar Financial Services Group, Inc.,
and specifically CLS Investments, LLC, dated as of January 12,
2006, is incorporated herein by reference to Exhibit (p)(2) of
Post-Effective Amendment No. 27 to the Registrant's
Registration Statement on Form N-1A (File No. 333-57017), as
filed with the SEC via EDGAR Accession No.
0001104659-07-033272 on April 30, 2007.
4
(p)(3) Code of Ethics for Valu-Trac Investment Management Limited is
incorporated herein by reference to exhibit (p)(3) of
Post-Effective Amendment No. 28 to the Registrant's
Registration Statement on Form N-1A (File No. 333-57017), as
filed with the SEC via EDGAR Accession No.
0001104659-07-071077 on September 25, 2007.
(p)(4) Code of Ethics of Security Global Investors, LLC is
incorporated herein by reference to exhibit (p)(3) of
Post-Effective Amendment No. 78 to Rydex Series Funds'
Registration Statement on Form N-1A (File No. 033-59692), as
filed with the SEC via EDGAR Accession No.
0000935069-08-002290 on September 12, 2008.
(q) Powers of Attorney for Carl G. Verboncoeur, Werner E. Keller,
Thomas F. Lydon, Corey A. Colehour, J. Kenneth Dalton, John O.
Demaret, Patrick T. McCarville, and Roger Somers are
incorporated herein by reference to Exhibit (q) of
Post-Effective Amendment No. 87 to the Rydex Series Funds'
Registration Statement on Form N-1A (File No. 033-59692), as
filed with the SEC via EDGAR Accession No.
0000935069-09-000880 on March 30, 2009.
ITEM 24. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH THE FUND
As of the date of this Registration Statement, the Registrant owned 100% of the
Managed Futures Strategy CFC and Commodities Strategy CFC, each an exempted
company organized under Cayman Islands law. The Registrant is not under common
control with any other person.
ITEM 25. INDEMNIFICATION
The Registrant is organized as a Delaware statutory trust and is operated
pursuant to a Declaration of Trust, dated as of June 11, 1998 (the "Declaration
of Trust"), that permits the Registrant to indemnify its trustees and officers
under certain circumstances. Such indemnification, however, is subject to the
limitations imposed by the Securities Act of 1933, as amended, and the
Investment Company Act of 1940, as amended. The Registrant's Declaration of
Trust provides that officers and trustees of the Trust shall be indemnified by
the Trust against liabilities and expenses of defense in proceedings against
them by reason of the fact that they each serve as an officer or trustee of the
Trust or as an officer or trustee of another entity at the request of the
entity. This indemnification is subject to the following conditions:
(a) no trustee or officer of the Trust is indemnified against any
liability to the Trust or its security holders which was the
result of any willful misfeasance, bad faith, gross
negligence, or reckless disregard of his duties;
(b) officers and trustees of the Trust are indemnified only for
actions taken in good faith which the officers and trustees
believed were in or not opposed to the best interests of the
Trust; and
(c) expenses of any suit or proceeding will be paid in advance
only if the persons who will benefit by such advance undertake
to repay the expenses unless it subsequently is determined
that such persons are entitled to indemnification.
The Registrant's Declaration of Trust provides that if indemnification is not
ordered by a court, indemnification may be authorized upon determination by
shareholders, or by a majority vote of a quorum of the trustees who were not
parties to the proceedings or, if this quorum is not obtainable, if directed by
a quorum of disinterested trustees, or by independent legal counsel in a written
opinion, that the persons to be indemnified have met the applicable standard.
5
ITEM 26. BUSINESS AND OTHER CONNECTIONS OF THE INVESTMENT ADVISER
PADCO Advisors II, Inc., d/b/a Rydex Investments, (the "Adviser") is the
investment adviser for the Trust. The Advisor also serves as investment adviser
to a number of other investment companies. The principal address of the Adviser
is 9601 Blackwell Road, Suite 500, Rockville, Maryland 20850. The Adviser is an
investment adviser registered under the Investment Advisers Act of 1940.
Any other business, profession, vocation or employment of a substantial nature
in which each director or principal officer of the Adviser is or has been, at
any time during the last two fiscal years, engaged for his or her own account or
in the capacity of director, officer, employee, partner or trustee are as
follows:
- ----------------------------------------------------------------------------------------------------------------------------
POSITION
NAME WITH ADVISOR OTHER BUSINESS
- ----------------------------------------------------------------------------------------------------------------------------
Richard M. Goldman Chief Executive Officer Chief Executive Officer (CEO) and Director of PADCO Advisors, Inc.
(CEO) and Director ------------------------------------------------------------------------
Chief Executive Officer (CEO), President and Director of Rydex
Distributors, Inc.
------------------------------------------------------------------------
Senior Vice President of Security Benefit Corporation
------------------------------------------------------------------------
President and Managing Member Representative of Security Investors, LLC
------------------------------------------------------------------------
Director of Security Distributors, Inc
------------------------------------------------------------------------
Director, First Security Benefit Life Insurance and Annuity Company of
New York
------------------------------------------------------------------------
President and Chairman of the Board of Security Funds
- ----------------------------------------------------------------------------------------------------------------------------
Michael P. Byrum Chief Investment Officer CIO, Director, President and Secretary of PADCO Advisors, Inc.
(CIO), President, ------------------------------------------------------------------------
Secretary and Director Secretary of Rydex Fund Services, Inc.
------------------------------------------------------------------------
CIO of Rydex Holdings, LLC
------------------------------------------------------------------------
Trustee and Vice President of Rydex Series Funds
------------------------------------------------------------------------
Trustee and Vice President of Rydex Dynamic Funds
------------------------------------------------------------------------
Trustee and Vice President of Rydex Variable Trust
------------------------------------------------------------------------
Trustee and Vice President of Rydex ETF Trust
------------------------------------------------------------------------
Manager of Rydex Specialized Products, LLC
------------------------------------------------------------------------
Secretary of Advisor Research Center, Inc.
------------------------------------------------------------------------
Director of Rydex Variable Trust Managed Futures Strategy CFC
------------------------------------------------------------------------
Director of Rydex Managed Futures Strategy CFC
------------------------------------------------------------------------
President & CIO or Rydex Advisory Services, LLC.
- ----------------------------------------------------------------------------------------------------------------------------
Thomas Kaehr Vice President and Vice President and Treasurer of PADCO Advisors, Inc.
Treasurer ------------------------------------------------------------------------
Treasurer of Rydex Holdings, LLC.
------------------------------------------------------------------------
Treasurer of Rydex Distributors, Inc.
- ----------------------------------------------------------------------------------------------------------------------------
Joanna M. Haigney Chief Compliance Officer Chief Compliance Officer of PADCO Advisors, Inc.
Director of Rydex Distributors, Inc.
------------------------------------------------------------------------
Chief Compliance Officer and Secretary of Rydex Series Funds
------------------------------------------------------------------------
Chief Compliance Officer and Secretary of Rydex Dynamic Funds
------------------------------------------------------------------------
Chief Compliance Officer and Secretary of Rydex ETF Trust
------------------------------------------------------------------------
Chief Compliance Officer and Secretary of Rydex Variable Trust
------------------------------------------------------------------------
Chief Compliance Officer of Rydex Advisory Services, LLC.
- ----------------------------------------------------------------------------------------------------------------------------
6
CLS Investments, LLC ("CLS") is the investment sub-adviser for the Trust's CLS
Amerigo Fund, CLS Clermont Fund and CLS Berolina Fund. The principal address of
CLS is 4020 South 147th Street, Omaha, Nebraska 68137. CLS is an investment
adviser registered under the Investment Advisers Act of 1940.
- ------------------------ ------------------------- -------------------------------------------------------------------
POSITION
NAME WITH CLS OTHER BUSINESS
- ------------------------ ------------------------- -------------------------------------------------------------------
W. Patrick Clarke Manager Manager of NorthStar Financial Services Group, LLC
- ------------------------ ------------------------- -------------------------------------------------------------------
Manager of Gemini Fund Services, LLC
-------------------------------------------------------------------
Manager of Orion Advisor Services, LLC
-------------------------------------------------------------------
Manager of Northern Lights Distributors, LLC
-------------------------------------------------------------------
Manager of Forum Financial Consultants LLC
-------------------------------------------------------------------
Manager of Gemcom, LLC
-------------------------------------------------------------------
Manager of Northern Lights Compliance Services, LLC
-------------------------------------------------------------------
Director of Constellation Trust Company
-------------------------------------------------------------------
President of AdvisorOne Funds
- ------------------------ ------------------------- -------------------------------------------------------------------
Todd Clarke President and Manager Executive Vice President of Sales of CLS Investment Firm, LLC
(from 2/2003 to 2/2006).
-------------------------------------------------------------------
Executive Vice President of NorthStar Financial Services Group,
LLC (from 2/2003 to 2/2006)
- ------------------------ ------------------------- -------------------------------------------------------------------
Robert Jergovic Chief Investment Officer None
- ------------------------ ------------------------- -------------------------------------------------------------------
Scott Kubie Executive Vice President and Manager of CLS Investment Firm, LLC (from 2/2003 to
President and Chief 6/2005)
Strategist
- ------------------------ ------------------------- -------------------------------------------------------------------
Mike Miola Manager Manager of NorthStar Financial Services Group, LLC
-------------------------------------------------------------------
Manager of Orion Advisor Services, LLC
-------------------------------------------------------------------
Manager of Gemcom, LLC
-------------------------------------------------------------------
Manager of Northern Lights Compliance Services, LLC
-------------------------------------------------------------------
Director of Constellation Trust Company
-------------------------------------------------------------------
Manager of Gemini Fund Services, LLC
-------------------------------------------------------------------
Chairman of the Board of Trustees of AdvisorOne Funds
- ------------------------ ------------------------- -------------------------------------------------------------------
Brian Nielsen General Counsel and General Counsel and Secretary of NorthStar Financial Services
Secretary Group, LLC
-------------------------------------------------------------------
General Counsel and Secretary of Orion Advisor Services, LLC
-------------------------------------------------------------------
General Counsel, Secretary, President and Manager of Northern
Lights Distributors, LLC
-------------------------------------------------------------------
General Counsel, Secretary and Director of Constellation Trust
Company
-------------------------------------------------------------------
Assistant Secretary of Gemini Fund Services, LLC
-------------------------------------------------------------------
Assistant Secretary of Gemcom, LLC
-------------------------------------------------------------------
Manager and Assistant Secretary of Northern Lights Compliance
Services, LLC
-------------------------------------------------------------------
Chief Legal Officer and Secretary of AdvisorOne Funds
- ------------------------ ------------------------- -------------------------------------------------------------------
John Ludlow Chief Operations Officer
- ------------------------ ------------------------- -------------------------------------------------------------------
Douglas McCash Chief Compliance Officer Associate General Counsel of NorthStar Financial Services Group,
LLC
- ------------------------ ------------------------- -------------------------------------------------------------------
7
Valu-Trac Investment Management Limited ("Valu-Trac") is the investment
sub-adviser for the Trust's International Opportunity Fund. The principal
address of Valu-Trac is Mains of Orton Fochabers, Moray, Scotland IV32 7QE.
Valu-Trac is an investment adviser registered under the Investment Advisers Act
of 1940.
- ----------------------- -------------------------------- -------------------------------------------------------------
POSITION
NAME WITH VALU-TRAC OTHER BUSINESS
- ----------------------- -------------------------------- -------------------------------------------------------------
R. Peter W. Millar CA Chief Executive Officer Chief Executive Officer of Valu-Trac Investment Research
Limited
-------------------------------------------------------------
Sole Proprietor of Valu-Trac Research, Orton Estate, and
Orton Farms
-------------------------------------------------------------
Executive Director of Valu-Trac Master Fund SPC, Valu-Trac
Strategic Fund SPC, Valu-Trac Strategic Fund LLC, Valu-Trac
Funds PLC, and Spey Fishing Trust Ltd.
-------------------------------------------------------------
Non-Executive Director of Pahlson Moller Ltd. and
Gordonstoun Foundation Ltd.
-------------------------------------------------------------
Trustee of R.P.W. Millar 1998 Discretionary Trust
- ----------------------- -------------------------------- -------------------------------------------------------------
Malcolm G. Strang Non-Executive Director Partner of Turcan Connell, Solicitors
Steel WS -------------------------------------------------------------
Partner of Greenhead Farm
-------------------------------------------------------------
Non-Executive Director of Gleneagles Farms, Ltd., Hope
Sixteen (Properties) Ltd., Hope Sixteen (Trustees) Ltd.,
Logie Enterprises Ltd., Princes Exchange (Nominees) Ltd.,
Princes Exchange (Trustees) Ltd., Prospero Trustees, Ltd.,
Relugas Farms Ltd., TC Nominees (No. 1) Ltd., TC Nominees
(No. 2), TC Nominees (No. 3) Ltd., TC Nominees (No. 4)
Ltd., TC Nominees (No. 5) Ltd., Turcan Connell (PEP
Nominees) Ltd., Turcan Connell (Trustees) Ltd. and
Valu-Trac Investment Research Ltd.;
- ----------------------- -------------------------------- -------------------------------------------------------------
Anne Laing Chief Compliance Officer Executive Director of Valu-Trac Funds PLC
- ----------------------- -------------------------------- -------------------------------------------------------------
Security Global Investors, LLC ("SGI") is the investment sub-adviser for the
Trust's Global Market Neutral Fund. The principal address of SGI is 801
Montgomery Street, 2nd Floor, San Francisco, California 94133-5164. SGI is an
investment adviser registered under the Investment Advisers Act of 1940.
- ----------------------- -------------------------------- -------------------------------------------------------------
POSITION
NAME WITH SGI OTHER BUSINESS
- ----------------------- -------------------------------- -------------------------------------------------------------
Richard M. Goldman President and Manager Chief Executive Officer (CEO) and Director, PADCO Advisors,
Inc.; Chief Executive Officer (CEO) and Director, PADCO II
Advisors, Inc..; Chief Executive Officer (CEO), President
and Director, Rydex Distributors, Inc.; Senior Vice
President, Security Benefit Corporation; President and
Managing Member
8
- ----------------------- -------------------------------- -------------------------------------------------------------
POSITION
NAME WITH SGI OTHER BUSINESS
- ----------------------- -------------------------------- -------------------------------------------------------------
Representative, Security Investors, LLC; Director, Security
Distributors, Inc.; Director, First Security Benefit Life
Insurance and Annuity Company of New York; President and
Chairman of the Board, Security Funds
- ----------------------- -------------------------------- -------------------------------------------------------------
Amy J. Lee Secretary Vice President, Associate General Counsel and Assistant
Secretary, Security Benefit Corporation; Vice President,
Associate General Counsel and Assistant Secretary, Security
Benefit Life Insurance Company; Secretary, Security
Investors, LLC; Secretary and Chief Compliance Officer,
Security Distributors, Inc.; Chief Compliance Officer &
Secretary, Rydex Distributors, Inc.; Secretary, Security
Funds & SBL Fund
- ----------------------- -------------------------------- -------------------------------------------------------------
Brenda M. Harwood Chief Compliance Officer Vice President , Director & Assistant Treasurer, Security
Distributors, Inc.; Vice President & Chief Compliance
Officer, Security Investors, LLC; Chief Compliance Officer
& Treasurer, Security Funds & SBL Fund
- ----------------------- -------------------------------- -------------------------------------------------------------
Thomas R. Kaehr Treasurer Vice President and Treasurer, PADCO II Advisors, Inc; Vice
President and Treasurer PADCO Advisors, Inc.; Treasurer,
Rydex Holdings, LLC; Treasurer, Rydex Distributors, Inc.
- ----------------------- -------------------------------- -------------------------------------------------------------
John D. Boich Vice President & Head of N/A
Global Equity
- ----------------------- -------------------------------- -------------------------------------------------------------
Kris A. Robbins Manager Chairman of the Board, President, and Chief Executive
Officer, Security Benefit Corporation; Chairman, President,
and Chief Executive Officer, Security Benefit Life
Insurance Company
- ----------------------- -------------------------------- -------------------------------------------------------------
Additional information as to any other business, profession, vocation or
employment of a substantial nature engaged in by each such officer and director
is included in the Trust's Statement of Additional Information.
ITEM 27. PRINCIPAL UNDERWRITERS
(a) Rydex Distributors, Inc. serves as the principal underwriter for the
Registrant, Rydex Series Funds, Rydex Dynamic Funds and Rydex ETF
Trust.
(b) The following information is furnished with respect to the directors
and officers of Rydex Distributors, Inc.
NAME AND POSITIONS AND POSITIONS AND
PRINCIPAL BUSINESS ADDRESS OFFICES WITH UNDERWRITER OFFICES WITH REGISTRANT
- ----------------------------------------------- ------------------------------------------ -------------------------------
Richard M. Goldman Director, CEO, & President CEO and Director
- ----------------------------------------------- ------------------------------------------ -------------------------------
Catherine Ayers-Rigsby FINOP & CFO None
- ----------------------------------------------- ------------------------------------------ -------------------------------
Marc Zeitoun Director None
- ----------------------------------------------- ------------------------------------------ -------------------------------
9
NAME AND POSITIONS AND POSITIONS AND
PRINCIPAL BUSINESS ADDRESS OFFICES WITH UNDERWRITER OFFICES WITH REGISTRANT
- ----------------------------------------------- ------------------------------------------ -------------------------------
Amy Lee Chief Compliance Officer & Secretary None
- ----------------------------------------------- ------------------------------------------ -------------------------------
Keith Fletcher Director None
- ----------------------------------------------- ------------------------------------------ -------------------------------
Joanna Haigney Director Secretary
- ----------------------------------------------- ------------------------------------------ -------------------------------
Thomas R. Kaehr Treasurer Vice President and Treasurer
- ----------------------------------------------- ------------------------------------------ -------------------------------
ITEM 28. LOCATION OF ACCOUNTS AND RECORDS
(a) With respect to Rules 31a-1(a); 31a-1(b)(1); (2)(a) and (b); (3);
(6); (8); (12); and 31a-1(d), the required books and records are
maintained at the offices of the Registrant's custodian:
U.S. Bank, National Association
425 Walnut Street
Cincinnati, Ohio 45202
(b)/(c) With respect to Rules 31a-1(a); 31a-1(b)(1),(4); (2)(C) and
(D); (4); (5); (6); (8); (9); (10); (11); and 31a-1(f), the required
books and records are maintained at the offices of the Registrant's
administrator:
Rydex Fund Services, Inc.
9601 Blackwell Road
Suite 500
Rockville, Maryland 20850
(c) With respect to Rules 31a-1(b)(5), (6), (9) and (10) and 31a-1(f),
the required books and records are maintained at the principal offices
of the Registrant's adviser, PADCO Advisors II, Inc., and sub-advisers,
CLS Investments, LLC (for the CLS AdvisorOne Amerigo, CLS AdvisorOne
Berdina and CLS AdvisorOne Clermont Funds), Security Global Investors,
LLC (for the Global Market Neutral Fund) and Valu-Trac Investment
Management Limited (for the International Opportunity Fund):
PADCO Advisors II, Inc.
9601 Blackwell Road
Suite 500
Rockville, Maryland 20850
CLS Investment Firm, LLC
4020 South 147th Street
Omaha, Nebraska 68137
Valu-Trac Investment Management Limited
Mains of Orton Fochabers
Moray, Scotland IV32 7QE
10
Security Global Investors, LLC
801 Montgomery Street
2nd Floor
San Francisco, California 94133-5164
ITEM 29. MANAGEMENT SERVICES
There are no management-related service contracts not discussed in Parts A and
B.
ITEM 30. UNDERTAKINGS
None.
11
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 (the "Securities
Act") and the Investment Company Act of 1940, as amended, the Registrant
certifies that it meets all of the requirements for effectiveness of this
Registration Statement under Rule 485(b) under the Securities Act and has duly
caused this Post-Effective Amendment No. 1 to Registration Statement No.
333-158015 to be signed on its behalf by the undersigned, duly authorized, in
the City of Rockville, State of Maryland on the 23rd day of June, 2009.
RYDEX VARIABLE TRUST
*
-----------------------------------
Carl G. Verboncoeur
President
Pursuant to the requirements of the Securities Act, this Post-Effective
Amendment No. 1 to the Registration Statement has been signed below by the
following persons in the capacities and on the dates indicated.
SIGNATURE TITLE DATE
* President and Chief Executive Officer June 23, 2009
- ---------------------------
Carl G. Verboncoeur
* Member of the Board of Trustees June 23, 2009
- ---------------------------
J.Kenneth Dalton
* Member of the Board of Trustees June 23, 2009
- ---------------------------
John O. Demaret
* Member of the Board of Trustees June 23, 2009
- ---------------------------
Patrick T. McCarville
* Member of the Board of Trustees June 23, 2009
- ---------------------------
Roger Somers
* Member of the Board of Trustees June 23, 2009
- ---------------------------
Corey A. Colehour
/s/ Michael P. Byrum Member of the Board of Trustees June 23, 2009
- ---------------------------
Michael P. Byrum
12
SIGNATURE TITLE DATE
* Member of the Board of Trustees June 23, 2009
- ---------------------------
Werner E. Keller
* Member of the Board of Trustees June 23, 2009
- ---------------------------
Thomas F. Lydon
/S/ Nick Bonos Vice President and Treasurer June 23, 2009
- ---------------------------
Nick Bonos
* /s/ Michael P. Byrum
--------------------
Michael P. Byrum
* Attorney-in-Fact, pursuant to powers of attorney for Carl G. Verboncoeur,
Werner E. Keller, Thomas F. Lydon, Corey A. Colehour, J. Kenneth Dalton,
John O. Demaret, Patrick T. McCarville, and Roger Somers which are
incorporated herein by reference to Exhibit (q) of Post-Effective Amendment
No. 87 to the Rydex Series Funds' Registration Statement on Form N-1A (File
No. 033-59692), as filed with the SEC via EDGAR Accession No.
0000935069-09-000880 on March 30, 2009.
13
EXHIBIT INDEX
NUMBER EXHIBIT:
EX-99.J Opinion of Morgan, Lewis & Bockius LLP, regarding certain tax matters