| 2. | Each Trustee serves (and Nominee would serve) during the lifetime of the |
| 3. | Messrs. Barnes, Chubb, Farley, Friedrich, Nyberg and |
9
Additional Information About the Rydex Board and the Nominees
The following includes additional information about the current structure of the Trust,Rydex Board as that termwell as its leadership, functioning and composition. The Guggenheim Board, members of which would be aligned and consolidated with the identified members of the Rydex Board, do not have identical practices. If the board alignment and consolidation is definedimplemented, the Rydex Trustees will consider during an upcoming meeting whether any changes to current governance and oversight practices would be appropriate to further enhance existing practices and integrate the Nominees who are not currently Rydex Trustees, based on the skills of the Trustees and the interests of the Funds and their shareholders.
Board Meetings
The Rydex Board is responsible for overseeing the management and affairs of the Funds. The Rydex Board held four regular meetings and no special meetings during each Trust’s most recent fiscal year (which ended December 31, 2018, or March 31, 2019, as applicable). Each Rydex Trustee then in office attended at least 75% of the aggregate of the total number of meetings of the Rydex Board and the total number of meetings held by all committees of the Rydex Board on which the Rydex Trustee served. The Rydex Board has established the committees discussed below. If elected, the Nominees who are not currently Rydex Trustees would be expected to join the committees, and the Rydex Board would consider potential changes to its practices, committee structures and committee charters in light of the board alignment and consolidation.
Board Leadership Structure
The Rydex Board has appointed an Independent Chairperson, Ms. Sponem, who presides at board meetings and who is responsible for, among other things, participating in the planning of board meetings, setting the tone of board meetings and seeking to encourage open dialogue and independent inquiry among the Rydex Trustees and management. In addition, the Independent Chairperson acts as a liaison with officers, counsel and other Rydex Trustees between meetings of the Rydex Board. The Independent Chairperson also may perform such other functions as may be delegated by the Rydex Board from time to time. The Rydex Board established two standing committees (as described below) and has delegated certain responsibilities to those committees, each of which is comprised solely of Independent Trustees. The Rydex Board and its committees meet periodically throughout the year to oversee the Funds’ activities, review contractual arrangements with service providers, review the Funds’ financial statements, oversee compliance with regulatory requirements and review performance. The Rydex Board also may establish informal working groups from time to time to review and address the policies and practices of the Trusts or the Rydex Board with respect to certain specified matters. The Independent Trustees are advised by independent legal counsel experienced in 1940 Act matters and are represented by virtuesuch independent legal counsel at board and committee meetings. The Rydex Board has determined that this leadership structure, including an Independent Chairperson, a supermajority of his affiliation with the Investment
Adviser's parent company.
** Mr. GoldmanIndependent Trustees and committee membership limited to Independent Trustees, is an "interested" personappropriate in light of the Trust, as that term is defined
in the 1940 Act by virtue of his affiliation with the Funds' Investment
Adviser.
The Chairman of the Board, John O. Demaret, is an Independent Trustee. The
Trusts have determined its leadership structure is appropriate given the
specific characteristics and circumstances of the Trusts. The Trusts made this
determination in consideration of, among other things, the fact that the
Chairman of the
Board isCommittees
Audit Committee—Mses. Brock-Kyle and Sponem, and Messrs. Colehour, Dalton, and Lydon, each an Independent Trustee;Trustee, serve on the fact that only two of the
proposed nominees are "interested persons" of the Trusts; the fact that the
chairperson of eachAudit Committee of the Rydex Board (the “Audit Committee”). The Audit Committee is generally responsible for certain oversight matters, such as reviewing the Trusts’ systems for accounting, financial reporting and internal controls and, as appropriate, the internal controls of certain service providers, overseeing the integrity of the Trusts’ financial statements (and the audit thereof), as well as the qualifications, independence and performance of the Trusts’ independent registered public accounting firm. The Audit Committee is also responsible for recommending to the Rydex Board the appointment, retention and termination of the Trusts’ independent registered public accounting firm and acting as a liaison between the Rydex Board and the corresponding Trust’s independent registered public
10
accounting firm. The Audit Committee held four meetings during the Trusts’ most recently completed fiscal year.
Governance and Nominating Committee—Mses. Brock-Kyle and Sponem, and Messrs. Colehour, Dalton, and Lydon, each an Independent Trustee; the amount
of assets under management in the Trusts; and the number of Funds (and classes
of shares) overseen by the Board. The Board also believes that its leadership
structure facilitates the orderly and efficient flow of information to the
Independent Trustees from Fund management.
BOARD'S CONSIDERATION OF EACH NOMINEE'S QUALIFICATIONS, EXPERIENCE, ATTRIBUTES
OR SKILLS
The Board has concluded that each of the nominees shouldTrustee, serve on the Board
becauseGovernance and Nominating Committee. The purpose of his abilitythe Governance and Nominating Committee is to review matters and understand information about the Trusts and
the Funds provided to him by management; to identify and request other
information he may deem relevantmake recommendations to the performance of his duties;Rydex Board pertaining to question
managementthe composition, committees and other service providers regarding material factors bearing on the
management and administrationoperations of the Funds;Rydex Board, including Independent Trustee compensation and expense reimbursement. The Governance and Nominating Committee is responsible for recommending qualified candidates to exercise his business
judgmentthe Rydex Board in the event that a position is vacated or created. The Governance and Nominating Committee would consider recommendations by shareholders if a vacancy were to exist and shall assess shareholder recommendations in the same manner that servesas it reviews its own candidates. Such recommendations should be submitted to the best interestsSecretary of the Funds' shareholders.applicable Trust. The Board has concluded that eachTrusts do not have a standing compensation committee. The Governance and Nominating Committee held three meetings during the Trusts’ most recently completed fiscal years. Additional information regarding the Governance and Nominating Committee may be found in the charter of the Governance and Nominating Committee, which may be found in Appendix A.
Board Consideration of Each Nominee’s Qualifications, Experience, Attributes and Skills
As set forth in Appendix A, the charter of the Governance and Nominating Committee tasks the Committee with periodically reviewing the size and composition of the Rydex Board and making recommendations to the Rydex Board concerning the need to increase or decrease the size of the Rydex Board, or to add individuals with varying professional and social backgrounds or skill sets to provide a mix of knowledge, experience and cultural backgrounds as determined by the Rydex Board to be appropriate and desirable. The Committee has not set minimum qualifications for trustee candidates, and generally considers a variety of factors in considering trustee candidates, including, but not limited to: (i) availability and commitment of a candidate to attend meetings and perform his or her responsibilities on a Board; (ii) relevant industry and related experience; (iii) educational background; (iv) financial expertise; (v) an assessment of the candidate’s ability, judgment and expertise; and (v) overall diversity of a Board’s composition.
The Governance and Nominating Committee does not currently have specific procedures in place to consider nominees should serverecommended by Fund shareholders, but would consider such nominees if submitted in accordance with Rule 14a-8 of the Securities Exchange Act of 1934 in conjunction with a shareholder meeting to consider the election of Trustees. The Rydex Board believes that such specific procedures are unnecessary, as the Governance and Nominating Committee would consider and assess recommendations by shareholders, if a Trustee
based on hisvacancy were to exist, in the same manner as it reviews its own candidates.
The following is a summary of each Nominee’s qualifications, experience, qualifications, attributes and skills considered by the Governance and Nominating Committee and that, on an individual basis and in combination with those of the other Nominees, served as described
below.
The Board has concludeda basis for the Rydex Board’s conclusion that Donald C. Cacciapaglia shouldeach Nominee is qualified to serve (or continue to serve, as Trustee
becauseapplicable) as Trustee. The Governance and Nominating Committee considered the factors as its members deemed relevant to evaluating the Nominees and considering whether each Nominee possesses the requisite skills and attributes to carry out the applicable oversight responsibilities with respect to the Funds, including, as applicable, their positions as members of his prior experience workingthe Rydex Board or other trusts in the investment bankingGuggenheim Family of Funds, their business and financial
services industries. He is Presidentprofessional background and Chief Adminstrative Officer of
Guggenheim's investment management business. Most recently he was chairman and
CEO of Channel Capital Group Inc. and its subsidiary
21
broker-dealer, Channel Capital Group LLC, an affiliate of Guggenheim Capital,
from 2002 through 2010. From 1996 until 2002 when he joined Channel Capital
Group, Mr. Cacciapaglia held the position of Managing Director and Chief
Operating Officer of the Investment Banking Group at PaineWebber. Additionally,
in 1998, he started PaineWebber's Private Equity Group and assumed
responsibility for the coverage of leveraged buyout firms and the Investment
Bank's Business Development Group. Before that, Mr. Cacciapaglia was Chief
Operating Officer of the Short and Intermediate Trading Group at CS First Boston
(1995-1996). From his experience as President and COO of Guggenheim, and from
his prior work experience, Mr. Cacciapaglia has extensivetheir knowledge of the financial services industryGuggenheim Family of Funds and mutual fund business.the various service providers to such funds. The Board has concludedNominees have varied experiences, attributes and skills that Richard M. Goldman should serve as Trustee
becausemay be utilized in overseeing the operations of the experience he has gainedFunds, including the Funds’ performance and service providers. Generally, no one factor was decisive or controlling in the selection of an individual as a Trustee of each Trust since 2009
and his experience working in the financial services and mutual fund industries.
Nominee.
Randall C. Barnes—Mr. Goldman has gained valuable knowledge and experience from holding multiple
roles with Security Global Investors, LLC and Security Benefit Corporation. Mr.
Goldman also serves as a director for First Security Benefit Life and Annuity
Insurance Company of New York and previously served as a director of Security
Distributors, Inc. Prior to working for Security Benefit, Mr. Goldman was the
President and CEO of ForstmannLeff Associates, an investment management firm.
From his experience as CEO of the Investment Adviser, as a Trustee, and from his
prior work experience, Mr. Goldman has extensive knowledge of the financial
services industry and mutual fund business.
The Board has concluded that Corey A. Colehour should serve as Trustee
because of the experience he has gained as a Trustee of each Trust and his prior
experience working in the financial services industry. Mr. ColehourBarnes has served as a Trustee of Rydex SeriesGuggenheim Funds Trust since 2014, of Transparent Value Trust since 2015, and as a trustee of other funds in the Guggenheim Family of Funds since 1993, Rydex Variable Trust since 1998,
Rydex Dynamic2004. Through his service as a Guggenheim Trustee and a trustee of other funds in the Guggenheim Family of Funds, since 1999,his service on other registered investment company boards, prior employment experience as
11
President of Pizza Hut International and Rydex ETF Trust since 2003.as Treasurer of PepsiCo, Inc. and his personal investment experience, Mr. Colehour
alsoBarnes is experienced in financial, accounting, regulatory and investment matters.
Angela Brock-Kyle—In addition to her service as trustee of the Trusts, Ms. Brock-Kyle has served as a member of the Audit Committee of the Trusts since August 2016, as a member of the Governance and Nominating Committee of the Trusts since November 2017, and as a member of the former Compliance and Risk Oversight Committee of the Trusts from November 2016 to December 31, 2018 and as Chairperson of the Committee from November 2017 to December 31, 2018. Prior to November 2017, when the Governance and Nominating Committees of each Trust. In addition to his experiencethe Trusts were consolidated into a single committee, Ms. Brock-Kyle served as a Trustee for the Funds and his
extensive institutional knowledgemember of the fund complex, Mr. Colehour acquired
valuable knowledge aboutstand-alone Governance Committee from November 2016 to November 2017. Through her prior positions, including with TIAA where she spent 25 years in leadership roles, Ms. Brock-Kyle has gained experience in multiple facets of the financial operations services industry, including institutional investment and portfolio management, enterprise-wide risk management, and liaising with various financial services regulators. Ms. Brock-Kyle also has extensive experience serving on the boards of a registered investment adviser in
his rolepublic, private and non-profit organizations, including service as Presidentaudit committee chair and Senior Vice-President of Schield Management Company,
an SEC registered investment adviser. Mr. Colehour's significant tenure as a Trusteemember of governance and hisnominating committees. From 2014 to 2018, Ms. Brock-Kyle served as a director of Infinity Property & Casualty Inc., and since 2019 she has served as a director of Hunt Companies, Inc. Ms. Brock-Kyle’s extensive knowledge ofexperience in the financial services industry, qualify
Mr. Colehourknowledge of the asset management industry, and experience serving on other boards qualifies her to serve as Trustee.
The Board has concluded that J. Kenneth Dalton should serve as Trustee
because of his role as a Trustee of each Trust and his extensive knowledge of
the banking and financial services industry.
Donald A. Chubb, Jr.—Mr. DaltonChubb has served as a Trustee of Rydex SeriesGuggenheim Funds Trust since 2013, of Transparent Value Trust since 2015, and as a trustee of other funds in the Guggenheim Family of Funds since 1995, Rydex Variable1994. Through his service as a Guggenheim Trustee and a trustee of other funds in the Guggenheim Family of Funds, and his prior experience in the commercial brokerage and commercial real estate market and service as a director of Fidelity State Bank and Trust since 1998, Rydex Dynamic
Funds since 1999,Company (Topeka, KS), Mr. Chubb is experienced in financial, regulatory and Rydex ETF Trust since 2003. Mr. Dalton alsoinvestment matters.
Dr. Jerry B. Farley—Dr. Farley has served as a memberTrustee of Guggenheim Funds Trust since 2013, of Transparent Value Trust since 2015, and as a trustee of other funds in the Guggenheim Family of Funds since 2005. Dr. Farley currently serves as President of Washburn University and previously served in various executive positions for the University of Oklahoma and Oklahoma State University. He has also been a Certified Public Accountant since 1972 and, although he has not practiced public accounting, his business responsibilities at educational institutions have included all aspects of financial management and reporting. Through his service as a Guggenheim Trustee and a trustee of other funds in the Guggenheim Family of Funds, as well as Chairman of the Audit Committee of Rydex Series Funds since 1997,
Rydex Variable Trust since 1998, Rydex Dynamic Funds since 2006,the Guggenheim Board and Rydex ETF
Trust since 2003; and as a memberhis experience in the administration of the Nominating, Governanceacademic, business and Risk
Oversight Committeesfiscal operations of each Trust since 2005 and as a member of the Risk
Oversight Committee since 2010. The expertise Mr. Dalton developed during his
more than thirty years in the mortgage and banking industries,educational institutions, including positionscurrently serving as President of CRAM Mortgage Group, Inc.Washburn University, and as the founder of the
Dalton Group, a mortgage banking consulting firm, serves as a valuable resource
for the Board when evaluating certain of the Funds' investmentsservice on other boards, Dr. Farley is experienced in accounting, financial, regulatory and the
22
conditions of the banking and mortgage industries in general, and complements
the other Trustees' areas of expertise. Mr. Dalton's service as a trustee for
another mutual fund company also provides invaluable experience and perspective
to the Board and has contributed to Mr. Dalton's knowledge of the mutual fund
business.investment matters. The Guggenheim Board has concludeddetermined that John O. Demaret should serveDr. Farley is an “audit committee financial expert” as Trusteedefined by the U.S. Securities and Chairman of the Board because of the experience he has gained as a Trustee of
each Trust and his experience as Chairman of the Board since 2006. Exchange Commission (“SEC”).
Roman Friedrich III—Mr. DemaretFriedrich has served as a Trustee of Rydex SeriesGuggenheim Funds Trust since 2014, of Transparent Value Trust since 2015, and as a trustee of other funds in the Guggenheim Family of Funds since 1997, Rydex Variable Trust
since 1998, Rydex Dynamic Funds since 1999, and Rydex ETF Trust since 2003. Mr.
Demaret also has servedThrough his service as a memberGuggenheim Trustee and a trustee of other funds in the Audit and Risk Oversight CommitteesGuggenheim Family of each Trust. AsFunds, as well as Chairman of the Board, Mr. Demaret has experience working with
allContracts Review Committee of the Trustees, OfficersGuggenheim Board, his prior service on other public company boards, his experience as Founder and management to effectively leadManaging Partner of Roman Friedrich & Company, a financial advisory firm, and communicate
with the Board. his prior experience as a senior executive of various financial securities firms, Mr. Friedrich is experienced in financial, investment and regulatory matters.
Thomas F. Lydon, Jr.—In addition to his experienceservice as a Trustee for the Rydex Funds,
Mr. Demaret also was Founder and CEO of Health Costs Controls America and served
as General Counsel of the Chicago Transit Authority, and as a senior partner in
a private legal practice. Based on his prior work experience and his experience
serving as a Trustee and Chairman of the Board, Mr. Demaret has extensive
knowledge of the mutual fund business and financial services industry.
The Board has concluded that Werner E. Keller, CFA should serve as Trustee
because of the experience he has gained as a Trustee of each Trust since 2005
and his prior experience working in the financial services industry. Mr. Keller
also served as a trustee of the Rydex Capital Partners Sphinx Fund from 2003 to
2007. Mr. Keller has served as a member of the Audit, Governance and Nominating
Committees of each Trust. In addition, Mr. Keller has served as the Chairman of
the Risk Oversight Committee of each Trust since 2010. Mr. Keller serves as the
Financial Expert of the Audit Committee. In addition to his experience as a
Trustee for the Funds, Mr. Keller acquired understanding about the operations of
a registered investment adviser during his tenure as Founder and President of
Centurion Capital Management, an SEC-registered investor adviser. He also held
the position of Director of Research for three NYSE member firms and taught
courses in portfolio management and investment analysis at UCLA Extension. In
addition, he has published several academic articles on quantitative investment
topics. Mr. Keller's service as a Trustee for five years, specialized prior work
experience, and knowledge of the financial services industry and mutual fund
business qualify Mr. Keller to serve as a Trustee of the Funds.
The Board has concluded that Thomas F. Lydon should serve as Trustee because
of the experience he has gained as a Trustee of each Trust since 2005 and his
prior work experience in the financial services industry. Mr. Lydon also served
as a trustee of the Rydex Capital Partners Sphinx Fund from 2003 to 2007.Trusts, Mr. Lydon has served as a member of the Audit Committee of the Trusts since 2005, as Chairperson and member of the Governance and Nominating Committee of the Trusts since November 2017, and as a member of the former Investment and Performance Committee of the Trusts from January 2018 to December 31, 2018. Prior to November 2017, when the Governance and Nominating Committees of each Trust.the Trusts were consolidated into a single committee, Mr. Lydon served as a member of the stand-alone Nominating Committee from 2005 to November 2017
12
and as Chairperson of the Committee from November 2016 to November 2017, and as a member of the stand-alone Governance Committee from 2007 to November 2017. In addition to his experience as a Trustee forof the Funds,Trusts, Mr. Lydon is currently President of Global Trends Investments, an SECa registered investment adviser, where he has served since 1996. Mr. Lydon also has also served on the board of U.S. Global Investors, Inc. (GROW), the investment adviser and transfer agent to thirteen open-end investment companies, since April 1995 and the Board of Trustees of Harvest Volatility Edge Trust since December 2017, and is the editor of ETF Trends, a website specializing in daily news and commentary about the ETF industry. He has also authored two books about ETFs. Based on his experience as a Trustee for five years,of the Trusts, his experience serving on
23
another board, and his related work experience, Mr. Lydon has extensive knowledge of the mutual fund business and the financial services industry.
The Board has concluded that Patrick T. McCarville should serve as Trustee
because of the experience and institutional knowledge he has gained in his role
as Trustee of each Trust.
Ronald A. Nyberg—Mr. McCarvilleNyberg has served as a Trustee of Rydex
SeriesGuggenheim Funds Trust since 2014, of Transparent Value Trust since 2015, and as a trustee of other funds in the Guggenheim Family of Funds since 1997, Rydex Variable Trust since 1998, Rydex Dynamic2003. Through his service as a Guggenheim Trustee and a trustee of other funds in the Guggenheim Family of Funds, since 1999,as well as Chairman of the Nominating and Rydex ETF Trust since 2003.Governance Committee of the Guggenheim Board, his service on other registered investment company boards, his professional training and experience as an attorney and partner of a law firm, Momkus LLC, and his prior employment experience, including as an attorney and partner of a law firm, Nyberg & Cassioppi, LLC, and Executive Vice President and General Counsel of Van Kampen Investments, an asset management firm, Mr. McCarville alsoNyberg is experienced in financial, regulatory and governance matters.
Sandra G. Sponem—In addition to her service as a Trustee and as Chairperson of the Board of the Trusts, Ms. Sponem has served as a member of the Audit Committee of the Trusts since 2016, as a member of the Governance and Nominating Committee of the Trusts since November 2017, and as a member of the former Investment and Performance Committee of the Trusts from August 2016 to December 31, 2018. Prior to November 2017, when the Governance and Nominating Committees of each Trust. Mr.
McCarville contributesthe Trusts were consolidated into a wealth of business and management experience to the
Board having founded Par Industries, Inc., a well-established equipment leasing
business, and serving as its Chief Executive Officer for more than thirty years.
Mr. McCarville continues to be active in the manufacturing industry and servessingle committee, Ms. Sponem served as a Directormember of Tomco Equipment Co.,the stand-alone Nominating Committee from November 2016 to November 2017. Ms. Sponem gained significant knowledge of the institutional and retail brokerage, securities trading, investment research, investment banking and asset management industries during her tenure as the Chief Financial Officer of Piper Jaffray Companies, Inc. Ms. Sponem also previously held several securities licenses and is a manufacturer of cylinders for CO2
distribution. Based on his extensive business experience and experience serving
as a Trustee, Mr. McCarville hascertified public accountant. Ms. Sponem’s extensive knowledge of accounting and finance and the financial services industry.industry, and the experience she has gained working in various leadership positions in the accounting and finance profession for over 36 years and the financial services industry for over 16 years qualifies her to serve as Trustee. The Rydex Board has concludeddetermined that Roger Somers should serveMs. Sponem is an “audit committee financial expert” as Trustee because ofdefined by the experience and institutional knowledge he has gained in his role as Trustee
of each Trust. SEC.
Ronald E. Toupin, Jr.—Mr. SomersToupin has served as a Trustee of Rydex SeriesGuggenheim Funds since
1993, Rydex Variable Trust since 1998, Rydex Dynamic2014, of Transparent Value Trust since 2015, and as a trustee of other funds in the Guggenheim Family of Funds since 1999, and Rydex
ETF Trust since 2003. Mr. Somers alsoToupin currently serves on the Governing Council of the Independent Directors Council (IDC) of the Investment Company Institute (ICI) and on the Board of Governors of the ICI. Through his service as a Guggenheim Trustee and a trustee of other funds in the Guggenheim Family of Funds, as well as the Independent Chairman of the Guggenheim Board, his service on other registered investment company boards, and his professional training and prior employment experience, including Vice President and Portfolio Manager for Nuveen Asset Management, an asset management firm, Mr. Toupin is experienced in financial, regulatory and investment matters.
Amy J. Lee—Ms. Lee has served as a memberGuggenheim Trustee and as a trustee of other funds in the Guggenheim Family of Funds since 2018. Through her service as Chief Legal Officer of the Audit,
GovernanceGuggenheim Funds and Nominating Committeescertain other funds in the Guggenheim Family of each Trust. Mr. Somers has extensive
businessFunds, her service as Senior Managing Director of Guggenheim Investments, as well as her prior experience as Associate General Counsel of Security Benefit Corporation, Ms. Lee is experienced in financial, legal, regulatory and governance matters.
Each Nominee also has familiarity with the founderFunds’ investment adviser (or its affiliates) and presidentother service providers, and their operations, as well as the regulatory requirements governing regulated investment
13
companies and the responsibilities of investment company boards as a transportation company.
Dueresult of their experience overseeing the Funds and/or other funds in the Guggenheim Family of Funds.
References to his businessthe experience, qualifications, attributes and skills of the Nominees are pursuant to requirements of the SEC, do not constitute holding out of any Nominee as having any special expertise or experience and experience serving as a Trustee, Mr. Somers
is very knowledgeable aboutshall not impose any greater responsibility or liability on any such person or on the financial services industry.
IfNominee by reason thereof.
Ownership of Securities
As of June 30, 2019, the nominees are elected, Mr. Demaret would remain the Chairman of the
Board.
PRINCIPAL OFFICERS OF THE FUNDS
Officers of the Funds are appointed by the BoardNominees and serve at the pleasure
of the Board. The following table shows information about the principal
officers, including their ages, their positions with the Trust and their
principal occupations during the past five years. The mailing address of each
officer is 805 King Farm Boulevard, Suite 600, Rockville, Maryland 20850. Each
officer will hold office until his or her successor has been duly elected or
appointed or until his or her earlier death, resignation or removal.
24
25
26
NOMINEE OWNERSHIP OF PORTFOLIO SHARES
The following table shows the dollar amount range of each Nominee's beneficial
ownership ofcurrent Trustees beneficially owned shares of the Funds and all Funds that the nominee would oversee in the familydollar ranges set forth below and also beneficially owned shares of other funds in the Guggenheim Family of Funds in the dollar ranges set forth below. If a Fund is not shown for a Nominee or current Trustee, the Nominee or current Trustee did not beneficially own shares of the Fund as of the end of the most recently completed calendar year.
Dollar amount ranges disclosed are established by the SEC.
27
1 Information provided is as of December 31, 2010.
2 Includes the Trust, Rydex Series Funds, Rydex Variable Trust, Rydex Dynamic
Funds, Security Equity Fund, Security Large Cap Value Fund, Security Mid Cap
Growth Fund, Security Income Fund and SBL Fund, as applicable.
such date.
None of the nominees who would be Independent TrusteesNominees or their immediate family members had any interest in the Investment AdviserFunds’ investment adviser or Distributor,distributor, or any person controlling, controlled by or under common control with such persons. For this purpose, "immediate“immediate family member"member” includes the Nominee'sNominee’s spouse, children residing the in the Nominee'sNominee’s household and dependents of the Nominee. As of October 3, 2011,June 30, 2019, the Nominees, Trustees and officers as(as a groupgroup) owned less than 1% of the outstanding shares of any share class of each Fund, except as listed in Appendix L.
28
BOARD COMPENSATION
B.
Name | Fund | Dollar Range of Equity Securities in the Funds | Aggregate Dollar Range of Equity Securities in all Funds Overseen by Trustee in the Guggenheim Family of Funds |
| Randall C. Barnes | None | None | Over $100,000 |
| Angela Brock-Kyle | None | None | None |
Donald A. Chubb, Jr. | U.S. Government Money Market Fund (a series of Rydex Series Funds) | $1-$10,000 | Over $100,000 |
Jerry B. Farley | Biotechnology Fund (a series of Rydex Series Funds) | Over $100,000 | Over $100,000 |
Consumer Products Fund (a series of Rydex Series Funds) | $10,001 - $50,000 | ||
Energy Fund (a series of Rydex Series Funds) | $10,001 - $50,000 | ||
NASDAQ-100® Fund (a series of Rydex Series Funds) | $50,001 - $100,000 | ||
NASDAQ-100® 2x Strategy Fund (a series of Rydex Dynamic Funds) | $10,001 - $50,000 | ||
| Roman Friedrich III | None | None | Over $100,000 |
| Thomas F. Lydon, Jr. | None | None | None |
| Ronald A. Nyberg | None | None | Over $100,000 |
| Sandra G. Sponem | None | None | None |
| Ronald E. Toupin, Jr. | None | None | Over $100,000 |
| Amy J. Lee | S&P 500® Fund (a series of Rydex Series Funds) | Over $100,000 | Over $100,000 |
14
Compensation
The following table sets forthIndependent Trustees receive from the Guggenheim Family of Funds a general annual retainer for service on covered boards. Additional annual retainer fees are paid to: the Independent Chair of the Board of each Trust, and the Chair of each of the Audit Committee and the Governance and Nominating Committee. In addition, fees are paid for special Board or Committee meetings, whether telephonic or in-person. The Trusts also reimburse each Independent Trustee for reasonable travel and other out-of-pocket expenses incurred in attending in-person meetings, which are not included in the compensation amounts shown below. Each Fund pays proportionately its respective share of Independent Trustees’ fees and expenses based on relative net assets.
The aggregate compensation paid by each Trust and the broader Guggenheim Family of Funds to each of the Independent Trustees during the Trust’s most recently completed fiscal year(s) is set forth below. The Trustees did not accrue any pension or retirement benefits as part of Trust expenses, nor will they receive any annual benefits upon retirement. The Trustees also did not accrue any deferred compensation nor is any amount of deferred compensation payable by the Trusts.
| Name of Independent Trustee | Aggregate Compen-sation from Rydex Series Funds for the Fiscal Year Ended March 31, 2019 | Aggregate Compen-sation from Rydex Series Funds for the Fiscal Year Ended December 31, 2018 | Aggregate Compen-sation from Rydex Dynamic Funds for the Fiscal Year Ended March 31, 2019 | Aggregate Compensation from Rydex Variable Trust for the Fiscal Year Ended December 31, 2018 | Aggregate Compen-sation from the Fund Complex for the Fiscal Year Ended December 31, 2018* | Aggregate Compen-sation from the Fund Complex for the Fiscal Year Ended March 31, 2019* |
| Angela Brock-Kyle | $181,700 | $151,600 | $29,100 | $27,700 | $261,000 | $249,500 |
| Thomas F. Lydon, Jr. | $182,850 | $151,600 | $29,400 | $27,700 | $261,000 | $249,250 |
| Sandra G. Sponem | $191,600 | $151,600 | $30,800 | $27,700 | $261,000 | $263,000 |
| * | Represents total compensation for service as a Trustee of Rydex Series Funds, Rydex Dynamic Funds, Rydex Variable Trust and Rydex ETF Trust. |
Nominees who are not currently Rydex Trustees received no compensation from the Trusts during the most recently completed fiscal year but received compensation from the Guggenheim Funds trusts for their service on the applicable boards of trustees.
If shareholders approve Proposal 1, it is expected that the Trustees will reconsider their compensation structure such that the members of each board in the Guggenheim Family of Funds will be compensated under a new, unified compensation structure.
The Funds’ investment adviser compensates its officers and directors, who may also serve as officers or Trustees of the Trusts. Currently, all of the Rydex Trustees are Independent Trustees.
Additional Information about the Officers of the Trusts
Officers of the Trusts are elected by the Rydex Board and serve at the pleasure of the Rydex Board. The table in Appendix C shows information about the officers of the Trusts, including their birth years, their positions with the Trusts and their principal occupation(s) during the past five years.
Board’s Role in Risk Oversight
The day-to-day business of the Funds, including the day-to-day management and administration of the Funds and of the risks that arise from the Funds’ investments and operations, is performed by third-party service providers, primarily the Funds’ investment adviser and distributor. Consistent with its responsibility for oversight of the Trusts, the Rydex Board is responsible for overseeing the service providers and thus,
15
has oversight responsibility with respect to the risk management functions performed by those service providers. Risks to the Funds and the Trusts include, among others, investment risk, credit risk, liquidity risk, valuation risk, compliance risk and operational risk, as well as the overall business risk relating to the Funds. Risk management seeks to identify and mitigate the potential effects of risks, i.e., events or circumstances that could have material adverse effects on the business, operations, investment performance or reputation of the Funds. Under the oversight of the Rydex Board, the service providers to the Funds employ a variety of processes, procedures and controls to seek to identify risks relevant to the operations of the Funds and to lessen the probability of the occurrence of such risks and/or to mitigate the effects of such events or circumstances if they do occur. Each service provider is responsible for one or more discrete aspects of the Funds’ business and consequently, for managing risks associated with that activity. Each of the Funds’ investment adviser, distributor and other service providers has its own independent interest in risk management, and its policies and methods of carrying out risk management functions will depend, in part, on its analysis of the risks, functions and business models. Accordingly, Board oversight of different types of risks may be handled in different ways. As part of the Rydex Board’s periodic review of each Fund’s advisory and other service provider agreements, the Rydex Board may consider risk management aspects of the service providers’ operations and the functions for which they are responsible.
The Rydex Board oversees risk management for the fiscal year ended December 31, 2010.
* Represents total compensationFunds directly and through the committee structure the Rydex Board has established. The Rydex Board has established the Audit Committee and the Governance and Nominating Committee to assist in its oversight functions, including its oversight of the risks each Fund faces. For instance, the Audit Committee receives reports from the Funds’ independent registered public accounting firm on internal control and financial reporting matters. Each committee reports its activities to the Rydex Board on a regular basis. The Rydex Board also oversees the risk management of the Funds’ operations by requesting periodic reports from and otherwise communicating with various personnel of the Trusts and their service providers, including, in particular, the Trusts’ Chief Compliance Officer and independent registered public accounting firm and internal auditors for the Funds’ investment adviser or its affiliates, as applicable. In this connection, the Rydex Board requires officers of the Trusts to report to the full Rydex Board on a variety of matters at regular and special meetings of the Rydex Board and its committees, as applicable, including matters relating to risk management. On at least a quarterly basis, the Rydex Board meets with the Trusts’ Chief Compliance Officer, including separate meetings with the Independent Trustees in executive session, to discuss compliance matters and, on at least an annual basis, receive a report from the Chief Compliance Officer regarding the adequacy of the policies and procedures of the Trusts and certain service providers and the effectiveness of their implementation. The Rydex Board, with the assistance of Trust management, reviews investment policies and risks in connection with its review of the Funds’ performance. In addition, the Rydex Board receives reports from the Funds’ investment adviser on the investments and securities trading of the Funds. The Rydex Board has approved Fair Valuation procedures applicable to valuing the Funds’ securities and other assets, which the Audit Committee periodically reviews. The Rydex Board also requires the investment adviser to each Fund to report to the Rydex Board on other matters relating to risk management on a regular and as-needed basis.
The Rydex Board oversees the Funds’ liquidity risks through, among other things, receiving periodic reporting and presentations by investment and other personnel of the Funds’ investment adviser. Additionally, as Trustee of Rydex ETF
Trust, Rydex Series Funds, Rydex Variable Trust and Rydex Dynamic Funds.
** Mr. Goldman is an Interested Trustee, as that term is defined inrequired by Rule 22e-4 under the 1940 Act, the Trusts implemented a liquidity risk management program (the “Liquidity Program”), which is reasonably designed to assess and manage the Funds’ liquidity risks. The Rydex Board, including a majority of the Independent Trustees, approved the designation of a liquidity risk management program administrator (the “Liquidity Program Administrator”), who is responsible for administering the Liquidity Program. The Rydex Board reviews, no less frequently than annually, a written report prepared by virtuethe Liquidity Program Administrator that addresses the operation of his affiliationthe Liquidity Program and assesses its adequacy and effectiveness of implementation.
The Rydex Board recognizes that not all risks that may affect the Funds can be identified, that it may not be practical or cost-effective to eliminate or mitigate certain risks, that it may be necessary to bear certain risks (such as investment-related risks) to seek to achieve the Funds’ investment objectives, and that the processes, procedures and controls employed to address certain risks may be limited in their effectiveness.
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As part of its oversight function, the Rydex Board receives and reviews various risk management reports and assessments and discuss these matters with appropriate management and other personnel. Moreover, despite the Advisor. He doesperiodic reports the Rydex Board receives, the Rydex Board may not receive
compensationbe made aware of all of the relevant information of a particular risk. Most of the Funds’ investment management and business affairs are carried out by or through the the Funds’ investment adviser, distributor and other service providers, most of whom employ professional personnel who have risk management responsibilities and each of whom has an independent interest in risk management, which interest could differ from or conflict with that of the Funds.
With respect to Long/Short Commodities Strategy Fund, Managed Futures
Strategy Fund, Multi-Hedge Strategies Fundother funds that are advised by the investment adviser. The role of the Rydex Board and Commodities Strategy Fund,of any individual Trustee is one of oversight and not of management of the following table sets forth compensation paid by Rydex Series Funds for the
fiscal year ended December 31, 2010.
* Represents total compensation for service as Trustee of Rydex Series Funds,
Rydex ETF Trust, Rydex Dynamic Funds, and Rydex Variable Trust.
** Mr. Goldman is an Interested Trustee, as that term is defined in the 1940
Act by virtue of his affiliation with the Advisor. He does not receive
compensation from the Funds.
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With respect to all other series of Rydex Series Funds, the following table
sets forth compensation paid by Rydex Series Funds for the fiscal year ended
March 31, 2011.
* Represents total compensation for service as Trustee of Rydex Series Funds,
Rydex ETF Trust, Rydex Dynamic Funds, and Rydex Variable Trust.
** Mr. Goldman is an Interested Trustee, as that term is defined in the 1940
Act by virtue of his affiliation with the Advisor. He does not receive
compensation from the Funds.
COMMITTEES AND MEETINGS OF THE BOARD
The Board has overall responsibility to manage and control the businessday-to-day affairs of the Trust,Trusts and this oversight role does not make the Rydex Board a guarantor of the Trusts’ investments, operations or activities. As a result of the foregoing and other factors, the Rydex Board’s risk management oversight is subject to limitations.
Role of Diversity in Considering Board Candidates
In considering Trustee nominee candidates, the Governance and Nominating Committee takes into account a wide variety of factors, including the complete and exclusive authority to oversee
and to establish policies regarding the management, conduct and operationoverall diversity of the Trusts' business.Rydex Board’s composition. The Governance and Nominating Committee believes the Rydex Board held 4 regular meetings,benefits from diversity of background, experience and 2 special meetings,
duringviews among its members, and considers this a factor in evaluating the Trusts' most recent fiscal year. Each Trustee then in office attended
at least 75%composition of the aggregateRydex Board, but has not adopted any specific policy in this regard.
Information About the Trusts’ Registered Public Accounting Firm
Information about the Trusts’ independent registered public accounting firm is provided in Appendix D.
Required Vote
Each shareholder is entitled to one vote for each share held and a fractional vote proportionate to fractional shares held as of the totalRecord Date.
For each Trust, 33 and 1/3% of the shares entitled to vote at the Meeting shall constitute a quorum at the Meeting.
When a quorum is present, a plurality of the shares voted shall elect a Nominee as Trustee. A “plurality” means that Nominees who receive the largest number of meetingsvotes cast (even if they receive less than a majority) will be elected as Trustees. As of the Board and
the total numberdate of meetings held by all committeesthis Joint Proxy Statement, because each of the BoardNominees is the only nominee nominated for the relevant seat, provided a quorum is present at the Meeting, each Nominee is expected to be elected (or re-elected, as the case may be) to the Rydex Board.
Proposal 1 applies on whicha Trust-wide basis, and all series of each Trust (i.e., the Trustee served. The Trusts currently dorespective Funds) and classes thereof will vote together on Proposal 1. However, the vote on Proposal 1 (or any other proposal) or the election of a Nominee by the shareholders of one Trust will not haveaffect Proposal 1 (or any other proposal) or the election of a policyNominee with respect to Trustees' attendancethe other Trusts (e.g., the failure by one Trust to elect one or more Nominees will not affect the election of such Nominee(s) by another Trust). If the Nominees are not elected, the current Trustees will continue to oversee the Funds and the Rydex Board will evaluate other potential options, including the possible appointment of new trustees in compliance with applicable law.
Rydex Board’s Recommendation
THE RYDEX BOARD UNANIMOUSLY RECOMMENDS THAT
SHAREHOLDERS OF THE FUNDS VOTE “FOR”
PROPOSAL 1 (ELECTION OF EACH NOMINEE)
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OTHER BUSINESS
As of the date of this Joint Proxy Statement, the Rydex Trustees knew of no matter to be presented at shareholder meetings. the Meeting other than as set forth in this Joint Proxy Statement. If other business should properly come before the Meeting, proxies will be voted in accordance with the judgment of the persons named in the accompanying proxy.
ADDITIONAL INFORMATION
Shareholder Communications
Shareholders wishing to communicate with the Rydex Board or individual directorsa Rydex Trustee should send such correspondence to the Rydex Board or Rydex Trustee at the Trust'sTrusts’ offices. Shareholder communications will be sent directly to the applicable Board member(s)Rydex Trustee(s). The Board has
established
Investment Adviser
Security Investors, LLC (“Security Investors”), located at 702 King Farm Boulevard, Suite 200, Rockville, Maryland 20850, serves as the following standing committees:
AUDIT COMMITTEE. The Board hasinvestment adviser to each Fund.
Pursuant to the Advisory Agreement between Security Investors and each Trust, Security Investors furnishes investment advisory, statistical and research services to the Funds, supervises and arranges for the purchase and sale of securities on behalf of the Funds, and provides for the compilation and maintenance of records pertaining to the investment advisory functions among other services. Security Investors is registered with the Commodity Futures Trading Commission (“CFTC”) as a standing Audit Committee thatcommodity pool operator (“CPO”) and is composeda member of the National Futures Association (“NFA”) in such capacities. Security Investors serves as the CPO of the Multi-Hedge Strategies Fund and Commodities Strategy Fund, each a series of Rydex Series Funds and Rydex Variable Trust, the Managed Futures Strategy Fund, a series of Rydex Series Funds, and the Global Managed Futures Strategy Fund, a series of Rydex Variable Trust.
Administrator, Transfer Agent and Distributor
MUFG Investor Services (US), LLC, 805 King Farm Boulevard, Suite 600, Rockville, Maryland 20850, serves as the transfer agent for each of the non-interested trusteesFunds pursuant to an Amended and Restated Service Agreement with the Trusts, and acts as the administrative agent for each of the Trusts. The Audit Committee
operatesFunds pursuant to an Accounting Services Agreement with the Trusts, as amended.
Guggenheim Funds Distributors, LLC (“GFD”), 702 King Farm Boulevard, Suite 200, Rockville, Maryland 20850, a Delaware limited liability company, serves as the principal underwriter for shares of the Trusts pursuant to a written charter approvedDistribution Agreement between each Trust and GFD.
Voting Information
Proxy Solicitation. The principal solicitation of proxies will be by the Board. The principal
responsibilitiesmailing of this Joint Proxy Statement, but proxies may also be solicited by telephone and/or in person by representatives of the Audit Committee include: recommending which firm to
engageTrusts, regular employees of Guggenheim Investments or its affiliate(s), or AST Fund Solutions, LLC, the Funds’ proxy solicitor. If we have not received your vote as the Trusts' independent registered public accounting firmdate of the Meeting approaches, you may be contacted by a representative of the Funds or AST Fund Solutions, LLC, the Funds’ proxy solicitor, reminding you to vote your shares. Arrangements will be made with brokerage houses and whetherother custodians, nominees, and fiduciaries to terminate this relationship; reviewingforward proxies and proxy materials to their principals.
Cost of the independent registered public
accounting firm's compensation,Meeting. The cost of the proposed scopeMeeting, including the costs of retaining AST Fund Solutions, LLC, the Funds’ proxy solicitor, preparing and termsmailing of the notice, proxy statement and proxy and the solicitation of proxies, including reimbursement to broker-dealers and others who forwarded proxy materials to their
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clients, will be borne by the Funds. The estimated cost of retaining AST Fund Solutions, LLC as proxy solicitation agent for the Funds is approximately $111,302. The costs of the Meeting will be allocated among the Funds based on each Fund’s number of shareholder accounts and net assets.
Shareholder Voting. If you were a shareholder of record of any of the Funds as of the close of business on the Record Date, you are entitled to notice of, and to vote at, the Meeting, even if you no longer own Fund shares. Information regarding the number of shares outstanding for each Fund and for each class of each Fund as of the Record Date is provided in Appendix E. The persons who are known to have owned beneficially 5% or more of a class of a Fund’s outstanding shares as of August 15, 2019 are listed in Appendix F.
The person(s) named as proxies on the enclosed proxy card will vote in accordance with your directions marked on the proxy card, if your proxy is received properly executed. If we receive your proxy, and it is executed properly, but you give no voting instructions, your shares will be voted “FOR” Proposal 1.
In order that your shares may be represented at the Meeting, you are requested to vote your shares by mail, Internet or telephone by following the enclosed instructions. We encourage you to vote as soon as possible to make sure that each Fund receives enough votes to act on Proposal 1. Unless you attend the Meeting to vote in person, your vote (cast by mail, Internet or telephone) must be received by the applicable Trust prior to 11:59 p.m. Eastern Time on October 23, 2019. IF YOU VOTE BY TELEPHONE OR INTERNET, PLEASE DO NOT RETURN YOUR PROXY CARD, UNLESS YOU LATER ELECT TO CHANGE YOUR VOTE. You may revoke your proxy before the vote pursuant to that proxy is taken by: (a) written notice of its engagement,revocation to the Trust(s); (b) the subsequent execution of another proxy; (c) attending the Meeting and voting in person; or (d) written notice of the death or incapacity of the maker of the proxy received by the Trust(s) before the vote pursuant to that proxy is counted.
Only shareholders or their duly appointed proxies can attend the Meeting. If you wish to attend the Meeting and vote in person, you can do so. If you intend to attend the Meeting in person and you are a record holder of a Fund’s shares, in order to gain admission you must show photographic identification, such as your driver’s license. If you intend to attend the Meeting in person and you hold your shares through a bank, broker or other custodian, in order to gain admission you must show photographic identification, such as your driver’s license, and satisfactory proof of ownership of shares of a Fund, such as your voting instruction form (or a copy thereof) or broker’s statement indicating ownership as of the Record Date. If you hold your shares in a brokerage account or through a bank or other nominee, you will not be able to vote in person at the Meeting unless you have previously requested and obtained a “legal proxy” from your broker, bank or other nominee and present it at the Meeting. You may contact the Funds at 1-800-345-7999 to obtain directions to the site of the Meeting.
Certain of the Funds invest in other funds in the Guggenheim Family of Funds. As such, the Funds are shareholders of record of, and own shares with voting rights of, these other funds in the Guggenheim Family of Funds. Consistent with applicable proxy voting policies and procedures, the votes cast by the Funds’ shareholders on Proposal 1 will be echo-voted by the Funds with respect to their shares of such other funds in the Guggenheim Family of Funds.
Abstentions and Broker Non-Votes. Abstentions and “broker non-votes” will be counted toward establishing a quorum but will not be counted as votes cast with respect to Proposal 1. Accordingly, assuming the relevant quorum is present, abstentions and broker non-votes will have no effect on Proposal 1. “Broker non-votes” are shares held by a broker or nominee as to which instructions have not been received from the beneficial owners or persons entitled to vote, and the firm's independence; serving asbroker or nominee does not have discretionary authority to vote with respect to a channelparticular proposal.
In addition, broker-dealer firms holding shares of communication betweena Fund in “street name” for the independent registered public accounting firmbenefit of their customers and clients may request the Board; reviewinginstructions of such customers and clients on how to vote their shares on Proposal 1 before the results of each external audit, including any qualifications inMeeting. Under the independent
registered public accounting firm's opinion, any related
30
management letter, management's responses to recommendations made by the
independent registered public accounting firm in connection with the audit, if
any, reports submitted to the Committee by the Trusts' service providers that
are material to the Trusts as a whole, and management's responses to any such
reports; reviewing the Trusts' audited financial statements and considering any
significant disputes between the Trusts' management and the independent
registered public accounting firm that arose in connection with the preparation
of those financial statements; considering, in consultation with the independent
registered public accounting firm and the Trusts' senior internal accounting
executive, the independent registered public accounting firm's report on the
adequacyrules of the Trusts' internal financial controls; reviewing, in consultation
with the Trusts' independent registered public accounting firm, major changes
regarding auditing and accounting principles and practices to be followed when
auditing the Trusts' financial statements; and other audit related matters.
Messrs. Colehour, Dalton, Demaret, Keller, Lydon, McCarville and Somers serve asNew York Stock Exchange (the “NYSE”), broker-dealers that are members of the Audit Committee.NYSE that have not received instructions from a customer may grant
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authority to the proxies designated to vote on Proposal 1. A properly executed proxy card or other authorization by a beneficial owner of shares that does not specify how the beneficial owner’s shares should be voted on Proposal 1 may be deemed an instruction to vote such shares in favor of Proposal 1. Broker-dealers who are not members of the NYSE may be subject to other rules, which may or may not permit them to vote your shares without instruction. We urge you to provide instructions to your bank, broker or other nominee so that your votes may be counted.
Adjournment. The Audit Committee met four timesPresident of the Trusts has the authority to adjourn the Meeting from time to time until either a quorum shall be present or a date not more than 120 days after the original record date or another date and time within a reasonable time after the date set for Meeting.
A shareholder vote may be taken on Proposal 1 (or other proposal) as it relates to a Trust prior to any adjournment if sufficient votes for approval have been received and it is otherwise appropriate. Such vote would be considered final regardless of whether the Meeting is adjourned to permit additional solicitation with respect to Proposal 1 as it relates to the other Trusts or any other proposal relating to the Trusts.
Shareholders Sharing the Same Address. As permitted by law, only one copy of the Notice of Internet Availability of Proxy Materials and/or this Joint Proxy Statement may be delivered to shareholders residing at the same address, unless such shareholders have notified the Trusts of their desire to receive multiple copies of the shareholder reports and proxy statements that the Trusts send. If you would like to receive an additional copy, please contact the Trusts by writing to the Trusts’ address, or by calling the telephone number shown on the front page of this Joint Proxy Statement. The applicable Trust will then promptly deliver, upon request, a separate copy of the Notice of Internet Availability of Proxy Materials and/or this Joint Proxy Statement to any shareholder residing at an address to which only one copy was mailed. Shareholders wishing to receive separate copies of a Trust’s Notice of Internet Availability of Proxy Materials and/or proxy statements in the most
recently completed fiscal year.
future, and shareholders sharing an address that wish to receive a single copy if they are receiving multiple copies, should also send a request as indicated.
Shareholder Proposals
As a general matter, each Trust does not hold annual meetings of shareholders. Shareholders wishing to submit proposals for inclusion in a proxy statement for a subsequent shareholders’ meeting should send their written proposal to the Secretary of the applicable Trust.
Proposals must be received a reasonable time before the Trusts begin to print the proxy materials in order to be considered for inclusion in the proxy materials for the meeting. Timely submission of a proposal does not, however, necessarily mean that the proposal will be included. The person(s) named as proxies for any subsequent shareholders’ meeting will vote in accordance with their judgment with respect to proposals submitted on an untimely basis.
PROMPT EXECUTION AND RETURN OF THE ENCLOSED PROXY CARD IS REQUESTED. A SELF-ADDRESSED, POSTAGE-PAID ENVELOPE IS ENCLOSED FOR YOUR CONVENIENCE, ALONG WITH INSTRUCTIONS ON HOW TO VOTE OVER THE INTERNET OR BY TELEPHONE.
By order of the Rydex Board,
Sandra G. Sponem
Chairperson of the Boards of Trustees of Rydex Series Funds, Rydex Dynamic Funds and Rydex Variable Trust
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APPENDIX A
RYDEX SERIES FUNDS
RYDEX DYNAMIC FUNDS
RYDEX VARIABLE TRUST
GOVERNANCE COMMITTEE.AND NOMINATING COMMITTEE CHARTER
I. THE COMMITTEE
The Governance and Nominating Committee (the “Committee”) of the Rydex Series Funds, Rydex Dynamic Funds and Rydex Variable Trust (each a “Trust” and collectively, the “Trusts”) shall be composed of at least three members, each of whom is a Trustee who is not an “interested person” of the Trusts (each an “Independent Trustee”) as defined in Section 2(a)(19) of the Investment Company Act of 1940, as amended. The Board has a standing Governanceof Trustees of the Trusts (the “Board”) shall appoint the members of the Committee that
operates under a written charter approved byand shall designate one member of the Board. Committee to act as the chairperson of the Committee. All members of the Committee shall serve for the term provided in the by-laws.
II. PURPOSE OF THE COMMITTEE
The role of the Governance Committee isshall be to assist the Board in assuring the effective and efficient governance of the Trusts, including: (i) monitoring and makingTrusts.
III. COMMITTEE FUNCTIONS AND RESPONSIBILITIES
| a. | Chairperson of the Board |
The Committee shall make a recommendation to the Board regarding the independent Chairperson of the Board, if any.
| b. | Committees of the Board |
The Committee shall make recommendations to the Board regarding committees of the Board, including the responsibilities of those committees asto be reflected in written committee charters, committee assignments, and term limits for committee assignments; (ii) makingmembers, if any.
| c. | Term Limits and Retirement Policies |
The Committee shall make recommendations to the Board regarding the appropriateness of adopting term limits andor retirement policies applicable to the Independent Trustees, and what any such term limits or retirement policies may be.
| d. | Trustee Compensation and Expense Reimbursement |
| i. | The Committee shall consider and make recommendations to the Board concerning the compensation of the Independent Trustees, and any special compensation for serving as the Chairperson of the Board or as a member of a committee of the Board. Such recommendations shall be made no less frequently than annually. |
| ii. | The Committee shall consider and recommend to the Board written expense reimbursement policies applicable to the Independent Trustees. |
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| e. | Size and Composition of the Board |
| i. | The Committee shall periodically review the size and composition of the Board and shall make recommendations to the Board concerning the need to increase or decrease the size of the Board or to add individuals with varying professional and social backgrounds or skill sets in order to provide an appropriate mix of knowledge, experience and cultural backgrounds on the Board. |
| ii. | The Committee, with the assistance of counsel, shall review the independence of incumbent Independent Trustees and shall make recommendations to the Board in the event it determines that an incumbent Trustee no longer satisfies applicable standards of independence. |
| iii. | As needed, the Committee or a subset thereof shall function as a Nominating Committee with the responsibility to identify and evaluate candidates for Board membership and to make a recommendation to the Board. |
| f. | Orientation and Education |
The Committee shall oversee the process of the Trusts; (iii) considering and making
recommendations to the Board concerning the compensationproviding orientation of the Independent
Trustees, the Independent Chairman of the Board, including any special
compensation for serving as chairman of a member of a committee of the Board,
and expense reimbursement policies applicable to the Independent Trustees; (iv)
periodically reviewing and making recommendations regarding the size and
composition of the Board, including recommendations to the Board concerning the
need to increase or decrease the size of the Board or to add individuals with
special knowledge, skill sets or backgrounds to the Board; (v) overseeing the
orientation and education processes for new Independent Trustees and the continuing education of incumbent Independent Trustees; (vi) monitoring the independence
and performance of legal counsel to the Independent Trustees and making
recommendationsTrustees.
| g. | Independent Legal Counsel |
The Committee shall make a recommendation to the Independent Trustees regarding the selection of independent counsel to the Independent Trustees; (vii) overseeingTrustees and periodically monitor the independence, performance and compensation of legal counsel to the Independent Trustees.
| h. | Self-assessment of the Board |
The Committee shall oversee the process regarding the Board's periodicBoard’s annual self-assessments, and makingshall make recommendations to the Board concerning that process;process. To enhance this process, the Committee may recommend periodic evaluations of the performance of individual Independent Trustees.
| i. | Other Governance Matters |
The Committee shall consider and (viii) makingmake recommendations to the Board concerning all other matters pertaining to the functioning of the Board and committees of the Board and pertaining generally to the governance of the Trusts. Messrs. Keller, Lydon,Trusts, including the performance of individual Independent Trustees, the need to assign inside or outside staff or consultants to support the Independent Trustees, the adequacy and McCarville serveappropriateness of insurance coverage for the Board, and adoption of governance policies that may be considered “best practices.”
IV. MEETINGS OF THE BOARD
| a. | Meetings |
The Committee shall recommend to the Board the number and length of Board meetings each year, which meetings shall be no less frequently than quarterly.
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| b. | Board Meeting Process |
The Committee shall make recommendations to the Board concerning processes intended to promote effective and efficient meetings, which may relate to, among other topics, the setting of agendas for Board meetings, scheduling of Committee meetings and executive sessions, and coordination with management on presentations to the Board.
V. COMMITTEE PROCEDURES
| a. | Meetings |
| i. | The Committee shall meet shall meet as often as it deems necessary in open or executive session. Meetings of the Committee may be called on reasonable notice by the Chairperson of the Committee or by the Independent Chairperson of the Board. |
| ii. | One or more Committee members shall establish, in consultation with others as appropriate, an agenda for each meeting. The chairperson will cause notice of each meeting, together with the agenda and any related materials to be sent to each member, normally at least one week before the meeting. |
| iii. | The Committee may invite members of the Board, management, counsel to the Independent Trustees, Fund counsel, advisers, sub-advisers and others to attend its meetings as it deems appropriate. |
| iv. | A majority of the members of the Committee shall constitute a quorum for the transaction of business at any meeting of the Committee. The action of a majority of the members of the Committee present at a meeting at which a quorum is present shall be the action of the Committee. The Committee may meet in person or by telephone, and the Committee may act by written consent, to the extent permitted by law and by the applicable Trust’s by-laws. The chairperson, or a person designated by the chairperson, shall take minutes of all meetings of the Committee, copies of which shall be furnished to the Board. In the event of any inconsistency between this Charter and a Trust’s organizational documents, the provisions of the Trust’s organizational documents shall govern. |
| b. | Reports to the Board |
The Committee shall report its activities to the Board and make such recommendations as membersare called for under this Charter or as the Committee may otherwise deem necessary or appropriate.
| c. | Committee Charter |
The Committee shall annually review its activities and the adequacy of this Charter and recommend changes to the Board as needed.
| d. | Resources |
The Committee shall have the resources appropriate to discharge its responsibilities, including the authority to consult with counsel and to retain, at the Trusts’ expense, such other experts or advisors as the Committee deems necessary or appropriate.
Amended: November 2018
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APPENDIX B
NOMINEES, TRUSTEES AND MANAGEMENT OWNERSHIP
As of June 30, 2019, the Nominees, Trustees and officers (as a group) owned of record or beneficially less than 1% of the Governance Committee. Foroutstanding shares of any share class of each Fund, except as follows:
Fund | Title of Class | Percentage of Class |
Long Short Equity Fund (a series of Rydex Series Funds) | Institutional Class | 1.99% |
Managed Futures Strategy Fund (a series of Rydex Series Funds) | Institutional Class | 3.37% |
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APPENDIX C
OFFICERS OF THE TRUSTS
In the most recently completed fiscal year,table below, the Governance Committee met once.
NOMINATING COMMITTEE. The Boardterm “Fund Complex” has a separate standing Nominating Committee
that operates under a written charter approved by the Board, attached heretosame meaning as Appendix M. The roleGuggenheim Family of the Nominating Committee is to identify, evaluate and
nominate individuals to serve as trustees of the Trusts including, shareholder
recommendations for nominations to fill vacancies on the Board. The Nominating
Committee does not currently have specific procedures in place to consider
nominees recommended by shareholders, but would consider such nominees if
submitted in accordance with Rule 14a-8 of the Securities Exchange Act of 1934
in conjunction
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with a shareholder meeting to consider the election of Board members. Messrs.
Keller, Lydon, and McCarville serve as members of the Nominating Committee. For
the most recently completed fiscal year, the Nominating Committee met once.
Additional information regarding the Nominating Committee may be found in the
charter of the Nominating Committee.
RISK OVERSIGHT COMMITTEE. The Board has a separate standing Risk Oversight
Committee that operates under a written charter approved by the Board. The role
of the Risk Oversight Committee is to assist the Board in fulfilling its
responsibility to oversee risk management activities applicable to the Funds,
including systems failure, disaster recovery, business continuity and other
operational risks; counterparty credit, liquidity, valuation, leverage and other
market and investment risks; and legal and compliance risks. Messrs. Demaret,
Keller, and Dalton, serve as members of the Risk Oversight Committee. For the
most recently completed fiscal year, the Risk Oversight Committee met three
times.
Funds.
Name, Address1 and Year of Birth of Officers | Position(s) Held with the Trusts | Term of Office and Length of Time Served2 | Principal Occupation(s) During the Past 5 Years |
Amy J. Lee (1961) | President | Since 2017 (Rydex Series Funds, Rydex Dynamic Funds and Rydex Variable Trust) | Current: Interested Trustee, certain other funds in the Fund Complex (2018-present); Chief Legal Officer, certain other funds in the Fund Complex (2014-present); Senior Managing Director, Guggenheim Investments (2012-present); and Vice President, certain other funds in the Fund Complex (2007-present). Former: Interested Trustee, certain other funds in the Fund Complex (2018-February 2019); President and Chief Executive Officer, certain other funds in the Fund Complex (2017-2018); and Vice President, Associate General Counsel and Assistant Secretary, Security Benefit Life Insurance Company and Security Benefit Corporation (2004-2012). |
Michael P. Byrum (1970) | Vice President | Since 2000 (Rydex Series Funds, Rydex Dynamic Funds and Rydex Variable Trust) | Current: Senior Vice President, Security Investors, LLC (2010-present); Senior Managing Director, Guggenheim Investments (2010-present); and Vice President, certain other funds in the Fund Complex (2010-present). Former: Manager, Guggenheim Specialized Products, LLC (2005-2018); and Director (2008-2010), Chief Investment Officer (2006-2010), President (2004-2010) and Secretary (2002-2010), Rydex Advisors, LLC and Rydex Advisors II, LLC. |
William Rehder (1967) | Assistant Vice President | Since 2018 (Rydex Series Funds, Rydex Dynamic Funds and Rydex Variable Trust) | Current: Managing Director, Guggenheim Investments (2002-present). |
Mark E. Mathiasen (1978) | Secretary | Since 2017 (Rydex Series Funds, Rydex Dynamic Funds and Rydex Variable Trust) | Current: Secretary, certain other funds in the Fund Complex (2007-present); and Managing Director, Guggenheim Investments (2007-present). |
C-1
Name, Address1 and Year of Birth of Officers | Position(s) Held with the Trusts | Term of Office and Length of Time Served2 | Principal Occupation(s) During the Past 5 Years |
Michael P. Megaris (1984) | Assistant Secretary | Since 2018 (Rydex Series Funds, Rydex Dynamic Funds and Rydex Variable Trust) | Current: Assistant Secretary, certain other funds in the Fund Complex (2014-present); and Director, Guggenheim Investments (2012-present). |
| Elisabeth Miller (1968) | Chief Compliance Officer | Since 2012 (Rydex Series Funds, Rydex Dynamic Funds and Rydex Variable Trust) | Current: Chief Compliance Officer, certain other funds in the Fund Complex (2012-present); Senior Managing Director, Guggenheim Investments (2014-present); and Vice President, Guggenheim Funds Distributors, LLC (2014-present). Former: Chief Compliance Officer, Security Investors, LLC and Guggenheim Funds Investment Advisors, LLC (2012- 2018); Chief Compliance Officer (2009-2014) and Senior Manager (2004-2014), Guggenheim Distributors, LLC; and Senior Manager, Security Investors, LLC (2004- 2014). |
Margaux M. Misantone (1978) | AML Chief Compliance Officer | Since 2017 (Rydex Series Funds, Rydex Dynamic Funds and Rydex Variable Trust) | Current: Chief Compliance Officer, Security Investors, LLC and Guggenheim Funds Investment Advisors, LLC (2018-present); AML Officer, certain other funds in the Fund Complex (2017-present); and Managing Director, Guggenheim Investments (2013-present). Former: Assistant Chief Compliance Officer, Security Investors, LLC and Guggenheim Funds Investment Advisors, LLC (2015-2018). |
John L. Sullivan (1955) | Chief Financial Officer and Treasurer | Since 2016 (Rydex Series Funds, Rydex Dynamic Funds and Rydex Variable Trust) | Current: CFO, Chief Accounting Officer and Treasurer, certain other funds in the Fund Complex (2010-present); Senior Managing Director, Guggenheim Investments (2010-present). Former: Managing Director and Chief Compliance Officer, each of the funds in the Van Kampen Investments fund complex (2004-2010); Managing Director and Head of Fund Accounting and Administration, Morgan Stanley Investment Management (2002-2004); and CFO and Treasurer, Van Kampen Funds (1996-2004). |
C-2
Name, Address1 and Year of Birth of Officers | Position(s) Held with the Trusts | Term of Office and Length of Time Served2 | Principal Occupation(s) During the Past 5 Years |
| James Howley (1972) | Assistant Treasurer | Since 2016 (Rydex Series Funds, Rydex Dynamic Funds and Rydex Variable Trust) | Current: Managing Director, Guggenheim Investments (2004-present); and Assistant Treasurer, certain other funds in the Fund Complex (2006-present). Former: Manager, Mutual Fund Administration of Van Kampen Investments, Inc. (1996-2004). |
Glenn McWhinnie (1969) | Assistant Treasurer | Since 2016 (Rydex Series Funds, Rydex Dynamic Funds and Rydex Variable Trust) | Current: Vice President, Guggenheim Investments (2009-present); and Assistant Treasurer, certain other funds in the Fund complex (2016-present). Former: Tax Compliance Manager, Ernst & Young LLP (1996-2009). |
Adam J. Nelson (1979) | Assistant Treasurer | Since 2016 (Rydex Series Funds, Rydex Dynamic Funds and Rydex Variable Trust) | Current: Vice President, Guggenheim Investments (2015-present); and Assistant Treasurer, certain other funds in the Fund Complex (2015-present). Former: Assistant Vice President and Fund Administration Director, State Street Corporation (2013-2015); Fund Administration Assistant Director, State Street (2011-2013); and Fund Administration Manager, State Street (2009-2011). |
Kimberly Scott (1974) | Assistant Treasurer | Since 2016 (Rydex Series Funds, Rydex Dynamic Funds and Rydex Variable Trust) | Current: Director, Guggenheim Investments (2012-present); and Assistant Treasurer, certain other funds in the Fund Complex (2012-present). Former: Financial Reporting Manager, Invesco, Ltd. (2010-2011); Vice President/Assistant Treasurer, Mutual Fund Administration of Van Kampen Investments, Inc./Morgan Stanley Investment Management (2009-2010); and Manager of Mutual Fund Administration, Van Kampen Investments, Inc./Morgan Stanley Investment Management (2005-2009). |
C-3
Name, Address1 and Year of Birth of Officers | Position(s) Held with the Trusts | Term of Office and Length of Time Served2 | Principal Occupation(s) During the Past 5 Years |
Jon Szafran (1989) | Assistant Treasurer | Since 2017 (Rydex Series Funds, Rydex Dynamic Funds and Rydex Variable Trust) | Current: Vice President, Guggenheim Investments (2017-present); and Assistant Treasurer, certain other funds in the Fund Complex (2017-present). Former: Assistant Treasurer of Henderson Global Funds and Manager of US Fund Administration, Henderson Global Investors (North America) Inc. (“HGINA”), (2017); Senior Analyst of US Fund Administration, HGINA (2014-2017); Senior Associate of Fund Administration, Cortland Capital Market Services, LLC (2013-2014); and Experienced Associate, PricewaterhouseCoopers LLP (2012-2013). |
| 1. | The business address of each officer is c/o Guggenheim Investments, 702 King Farm Boulevard, Suite 200, Rockville, Maryland 20850. |
| 2. | Each officer serves an indefinite term, until his or her successor is duly elected and qualified. Time served may include time served in the respective position for any predecessor entities. |
C-4
APPENDIX D
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM AND RELATED FEES
The firm of Ernst & Young LLP ("(“Ernst & Young"Young”) has been selected as independent auditorsauditor of the Trusts for theeach Trust’s current fiscal year. Ernst & Young has confirmed to the Audit Committee of each Board that they are independent auditors with respect to the Trusts. Representatives of Ernst & Young are not expected to be present at the Meeting, but will have the opportunity to make a statement if they wish, and will be available should any matter arise requiring their presence.
Certain information concerning the fees and services provided by Ernst & Young to the Trusts and to the Investment AdviserFunds’ investment advisers and itstheir affiliates for the two most recently completed fiscal years of the Trusts is provided below. The Audit Committee is responsible for the engagement, compensation and oversight of Ernst & Young. The Audit Committee is required to pre-approve all audit and permitted non-audit services performed by Ernst & Young for the Funds in accordance with the Audit Committee Charter and the 1940 Act and makesmake a determination with respect to Ernst & Young'sYoung’s independence each year. For the two most recent fiscal years for each ifof the Funds, none of the services provided to the Trusts or described under "Audit-Related“Audit-Related Fees," "Tax Fees,"” “Tax Fees” and "All“All Other Fees"Fees” were approved by the Audit Committee pursuant to the de minimis exception to the pre-approval requirements. The Audit Committee has considered whether the provision of any non-audit services not pre-approved by the Audit Committee provided by Ernst & Young to each Fund’s investment adviser and any entity controlling, controlled by or under common control with the investment adviser is compatible with maintaining the independent registered public accounting firm’s independence.
The following table sets forth the aggregate fees billed by Ernst & Young for professional services rendered to the Trustseach Trust during the two most recent fiscal years.
RYDEX SERIES FUNDS | RYDEX DYNAMIC FUNDS | ||
RYDEX VARIABLE TRUST | |||
| Audit Fees | 03/31/19: $849,312 12/31/ | 03/31/19: $146,006 | 12/31/18: $873,067 |
03/31/18: $867,833 12/31/17: $84,967 | 03/31/18: $147,640 | 12/31/17: $867,833 | |
| Audit-Related Fees | 03/31/19: $0 12/31/ | 03/31/ | 12/31/18: $0 |
03/31/18: $0 12/31/17: $0 | 03/31/18: $0 | 12/31/17: $0 | |
| Tax Fees | 03/31/19: $455,018 12/31/18: $35,463 | 03/31/19: $74,464 | 12/31/18: $304,132 |
03/31/18: $453,793 12/31/17: $38,374 | 03/31/18: $65,483 | 12/31/17: $277,916 | |
| All Other Fees | 03/31/19: $0 12/31/18: $0 | 03/31/19: $0 | 12/31/18: $0 |
03/31/18: $0 12/31/17: $0 | 03/31/18: $0 | 12/31/17: $0 | |
Aggregate Non-Audit Fees | 03/31/19: $455,018 12/31/18: $35,463 | 03/31/19: $74,464 | 12/31/18: $304,132 |
03/31/18: $453,793 12/31/17: $38,374 | 03/31/18: $65,483 | 12/31/17: $277,916 |
Audit Fees. The aggregate fees billed by Ernst & Young for the audit of the annual financial statements in connection with statutory and regulatory filings.
AUDIT-RELATED FEES.
D-1
Audit-Related Fees. The aggregate fees billed by Ernst & Young for assurance and related services reasonably related to the performance of the annual audit or review of the Trust'sa Trust’s financial statements (and not reported above).
TAX FEES.
Tax Fees. The aggregate tax fees billed by Ernst & Young for professional services rendered for tax compliance, tax advice and tax planning, including preparation of tax returns and distribution assistance.
ALL OTHER FEES.
All Other Fees. The aggregate fees billed by Ernst & Young for products and services provided by Ernst & Young to the Funds, other than the services reported above.
AGGREGATE NON-AUDIT FEES.
Aggregate Non-Audit Fees. The aggregate non-audit fees were for tax fees billed by Ernst & Young for professional services rendered for tax compliance, tax advice, and tax planning, including preparation of tax returns and distribution assistance. All non-audit services rendered were pre-approved by the Audit Committee. As such, the Audit Committee has considered these services in maintaining Ernst & Young'sYoung’s independence.
BOARD RECOMMENDATION ON PROPOSAL 3
THE TRUSTEES UNANIMOUSLY RECOMMEND THAT
SHAREHOLDERS OF THE FUNDS VOTE "FOR" THE
ELECTION OF EACH NOMINEE
33
PROPOSAL 4--THE APPROVAL OF A "MANAGER OF MANAGERS"
ARRANGEMENT WITH RESPECT TO ALL FUNDS
The Board has approved a "manager of managers" arrangement for the Funds and
voted to recommend its approval to the Fund's shareholders. The 1940 Act
generally requires that a written sub-advisory agreement be approved by the
affirmative vote of a majority of the outstanding shares of a fund. The
appointment of a new sub-adviser or material modification of an existing
sub-advisory agreement must also be presented for approval by a fund's
shareholders under the 1940 Act. The SEC has previously issued an order
permitting the Investment Adviser, for a fund for which it serves as investment
adviser, to enter into a new sub-advisory agreement or materially amend an
existing sub-advisory agreement with an unaffiliated sub-adviser, subject to
approval by the Board (including a majority of the Independent Trustees), but
without obtaining shareholder approval (the "Manager of Managers Order").
Each Fund may rely upon the Manager of Managers Order only if, among other
things, the Fund's shareholders have approved the arrangement. Shareholders of
each Fund are therefore being asked to approve the manager of managers
arrangement to permit the Investment Adviser, subject to prior approval by the
Board, to retain sub-advisers or amend the terms of an existing sub-advisory
agreement without approval by shareholders. The manager of managers arrangement
has previously been implemented by other funds managed by the Investment
Adviser.
"MANAGER OF MANAGERS" ARRANGEMENT
On January 12, 2000, the SEC issued the Manager of Managers Order permitting
the Investment Adviser, with the approval of the Board, to enter into or
materially modify sub- advisory agreements with unaffiliated sub-advisers
without requiring shareholder approval. The Investment Adviser anticipates that
this relief would benefit shareholders to the extent that it will give the
Investment Adviser additional flexibility to implement sub-adviser changes or
materially modify sub-advisory agreements with unaffiliated sub-advisers when
needed, and to avoid expensive proxy solicitations. The Fund would obtain
shareholder approval of a sub-advisory agreement (or a material amendment
thereto) with a sub-adviser considered to be an "affiliated person," as defined
in the 1940 Act, of the Fund or the Investment Adviser, other than by reason of
serving as a sub-adviser to the Fund.
The Investment Adviser believes that the Manager of Managers Order would
enable the Funds to operate with greater efficiency by allowing the Investment
Adviser to employ sub-advisers best suited to the needs of a Fund, without
incurring the expense and delays associated with obtaining shareholder approval
of sub-advisers or material amendments to sub-advisory agreements with
sub-advisers that are not affiliated with the Investment Adviser.
The Investment Adviser provides management services to the Funds, including
overall supervisory responsibility for the general management and investment of
each Fund. If the proposal is approved, the Investment Adviser, subject to the
review and approval by the Board, would, in connection with the appointment of
an investment sub-adviser for a Fund: (a) set the Fund's overall investment
strategies; (b) evaluate, select and recommend sub-advisers to manage all or a
part of the Fund's assets; (c) when appropriate, allocate and reallocate a
Fund's assets
34
among multiple sub-adviser(s); (d) monitor and evaluate the investment
performance of the Fund's sub-adviser(s); and (e) implement procedures
reasonably designed to ensure that the Fund's sub-adviser(s) comply with the
relevant Fund's investment objectives, policies, and restrictions.
CONDITIONS OF THE EXEMPTIVE RELIEF
Under the terms of the Manager of Managers Order, the Investment Adviser and
the Funds are, and would continue to be, subject to several conditions imposed
by the SEC. In addition, the Board and the Investment Adviser would not be able
to enter into or materially amend a sub-advisory agreement with an affiliated
sub-adviser without complying with the 1940 Act and applicable regulations
governing shareholder approval of advisory agreements.
In order to rely on the Manager of Managers Order, a majority of the Board
must consist of Independent Trustees, and the nomination of new or additional
Independent Trustees must be at the discretion of the then existing Independent
Trustees. In addition, within 90 days of the appointment of any new sub-adviser,
the Investment Adviser is required to provide the Fund's shareholders with all
information about the new sub-adviser that would be included in a proxy
statement, including any changes caused by the addition of the new sub-adviser.
A Fund relying on the Manager of Managers Order must disclose in its prospectus
the existence, substance and effect of the Manager of Managers Order and must
prominently disclose that the Investment Adviser has ultimate responsibility to
oversee the sub-advisers and recommend their hiring, termination and
replacement.
If shareholders of a Fund do not approve the manager of managers
arrangement, it will not be implemented and that Fund will continue to be
required to obtain shareholder approval of the retention of a sub-adviser of the
Fund or any material changes to a sub-advisory agreement.
BOARD CONSIDERATIONS IN APPROVING THE "MANAGER OF MANAGERS" ARRANGEMENT
In determining whether to approve a "manager of managers" arrangement for
the Funds and to recommend approval of such arrangements to shareholders, the
Board, including the Independent Trustees, considered certain information and
representations provided by the Investment Adviser.
The Board noted that it would continue to review and approve each
sub-adviser selected by the Investment Adviser under the manager of managers
arrangement, and would evaluate and consider for approval all new or amended
sub-advisory agreements. The Board also considered that shareholder approval of
Proposal 4 would not result in changes to the investment advisory fees paid by a
Fund to the Investment Adviser. The Board also noted that fees paid to a sub-
adviser would be negotiated between the Investment Adviser and the sub-adviser,
subject to Board approval, and that any increase in the investment advisory fee
paid to the Investment Adviser by the Fund pursuant to the investment advisory
agreement would continue to require shareholder approval.
The Board concluded that it is appropriate and in the interests of the
Fund's shareholders to provide the Investment Adviser and the Board with maximum
flexibility to enter into or
35
materially modify sub-advisory agreements without incurring the unnecessary
delay or expense of obtaining shareholder approval. This process will allow the
Funds to operate more efficiently.
BOARD RECOMMENDATION ON PROPOSAL 4
THE TRUSTEES UNANIMOUSLY RECOMMEND THAT
SHAREHOLDERS OF THE FUNDS VOTE "FOR" PROPOSAL 4
36
PROPOSAL 5--THE APPROVAL OF THE ELIMINATION OF THE FUNDAMENTAL
INVESTMENT POLICY ON INVESTING IN OTHER INVESTMENT COMPANIES
WITH RESPECT TO THE MONEY MARKET FUND
Proposal 5 relates to the elimination of the fundamental investment policy
on investing in other investment companies for the Money Market Fund. The 1940
Act requires that each fund adopt "fundamental" investment policies with respect
to several types of activities. However, the 1940 Act does not require that a
fund adopt a fundamental investment policy on investing in other investment
companies. Therefore, the Money Market Fund's current fundamental investment
policies on investing in other investment companies is unnecessary.
PROPOSED FUNDAMENTAL INVESTMENT POLICY
It is proposed that the Money Market Fund's fundamental investment restriction
on investing in other investment companies be eliminated in its entirety.
CURRENT FUNDAMENTAL INVESTMENT POLICY
The current fundamental investment policy on investing in other investment
companies for the Money Market Fund reads:
The Money Market Fund shall not:
Invest in securities of other investment companies, except as these
securities may be acquired as part of a merger, consolidation, acquisition
of assets, or plan of reorganization.
DISCUSSION OF PROPOSED MODIFICATION
The Investment Adviser believes that under certain market conditions, it may
be beneficial for the Money Market Fund to invest in other money market funds (a
type of investment company investment permitted under Securities and Exchange
Commission ("SEC") Rule 2a-7, the SEC rule that strictly regulates money market
funds and their investments). These investments could permit specific investment
opportunities or expertise, which could help improve the Money Market Fund's
yield and performance.
As a shareholder of another investment company, the Money Market Fund would
bear, along with other shareholders, its pro rata portion of the other
investment company's expenses, including advisory fees. These expenses would be
in addition to the advisory and other expenses that the Money Market Fund bears
directly in connection with its own operations. Notwithstanding this greater
freedom to invest in other investment companies, the Money Market Fund would
continue to comply with other provisions of the 1940 Act relating to investments
in other investment companies. In addition, the Money Market Fund would be
subject to the risks of investing in the underlying money market funds.
However, the Money Market Fund as well as the underlying money market funds
would be subject to SEC Rule 2a-7 and would invest in compliance with the strict
requirements included in the rule. These requirements include stringent
portfolio quality, maturity and
37
liquidity requirements and other risk-limiting conditions intended to enhance
(but not guarantee) a money market fund's ability to maintain a stable $1.00
price per share. Among other things, Rule 2a-7 limits portfolio holdings to
short-term securities (i) that are denominated in U.S. dollars, (ii) that pose
minimal credit risk to a fund and meet stringent credit quality requirements,
and (iii) that are "Eligible Securities" as defined in Rule 2a-7 under the 1940
Act. The Money Market Fund will continue to seek to maintain a stable $1.00
price per share, as permitted by current Rule 2a-7.
Should the Money Market Fund's shareholders not approve the proposal to
eliminate the Money Market Fund's fundamental investment policy on investing in
other investment companies, the Money Market Fund's current fundamental
investment policy on investing in other investment companies would continue to
apply unchanged and the Board would decide whether to consider other changes to
the Money Market Fund's investment program.
BOARD RECOMMENDATION ON PROPOSAL 5
THE TRUSTEES UNANIMOUSLY RECOMMEND THAT SHAREHOLDERS
OF EACH MONEY MARKET FUND VOTE "FOR" PROPOSAL 5
38
OTHER BUSINESS
The Trustees do not know of any matters to be presented at the Meeting other
than those set forth in this Joint Proxy Statement. If other business should
properly come before the Meeting, proxies will be voted in accordance with the
judgment of the persons named in the accompanying proxy.
ADDITIONAL INFORMATION
ADMINISTRATOR, PRINCIPAL UNDERWRITER AND TRANSFER AGENT
The principal underwriter/distributor of the Trusts is Rydex Distributors,
LLC, located at 805 King Farm Boulevard, Suite 600, Rockville, Maryland 20850,
an affiliate of the Investment Adviser because it is commonly held with the
Investment Adviser (and will remain under common control after the Transaction).
Rydex Fund Services, LLC (the "Administrator"), also an affiliate of the
Investment Adviser, is located at 805 King Farm Boulevard, Suite 600, Rockville,
Maryland 20850 and provides general administrative, shareholder, dividend
disbursement, transfer agent and registrar services to the Funds. Information
regarding the fees paid by each Fund to the Distributor and the Administrator
during the previous fiscal year is provided in Appendix C.
The Transaction would affect the control of the Distributor and the
Administrator because they are commonly held with the Investment Adviser.
However, shareholder approval is not required in order for the Distributor and
the Administrator to continue providing services to the Funds after the closing
of the Transaction. The Board has been assured that there will be no material
change in the nature or quality of the services provided by the Distributor and
the Administrator to each Fund due to the change in control.
AFFILIATIONS AND AFFILIATED BROKERAGE
During the Funds' most recent fiscal year, the Funds paid no commissions on
portfolio brokerage transactions to brokers who may be deemed to be affiliated
persons of the Funds, the Investment Adviser, or affiliated persons of such
persons ("Affiliated Brokers").
OTHER INFORMATION
Proxy materials, reports and other information filed by the Funds can be
inspected and copied at the Public Reference Facilities maintained by the SEC at
100 F Street, NE, Washington, DC 20549. The SEC maintains an Internet web site
(at http://www.sec.gov), which contains other information about the Funds.
VOTING INFORMATION
PROXY SOLICITATION. The principal solicitation of proxies will be by the
mailing of this Joint Proxy Statement on or about October 13, 2011, but proxies
may also be solicited by telephone and/or in person by representatives of the
Trusts, regular employees of the Investment Adviser or its affiliate(s), or The
Altman Group, a private proxy services firm. If we have not received your vote
as the date of the Meeting approaches, you may receive a telephone call from
39
these parties to ask for your vote. Arrangements will be made with brokerage
houses and other custodians, nominees, and fiduciaries to forward proxies and
proxy materials to their principals.
COST OF THE MEETING. The cost of the Meeting, including the costs of
retaining The Altman Group, preparing and mailing of the notice, proxy statement
and proxy, and the solicitation of proxies, including reimbursement to
broker-dealers and others who forwarded proxy materials to their clients, will
be borne by Guggenheim Capital or its affiliates, and not the Funds. The
estimated cost of retaining The Altman Group is approximately $963,183.
SHAREHOLDER VOTING. Shareholders of the Funds who own shares at the close of
business on October 3, 2011 will be entitled to notice of, and to vote at, the
Meeting. Each whole share is entitled to one vote, and each fractional share is
entitled to a proportionate fractional vote on each matter as to which such
shares are to be voted at the Meeting. One-third (331/3%) of a Trust's shares
entitled to vote on a Proposal constitutes a quorum.
In addition, abstentions and broker non-votes will not be counted for or
against the Proposals, but will be counted for purposes of determining whether a
quorum is present. "Broker non-votes" are shares held by a broker or nominee as
to which instructions have not been received from the beneficial owners or
persons entitled to vote, and the broker or nominee does not have discretionary
voting power. Because the affirmative vote of a majority of the outstanding
voting securities of each Fund, as defined below, is required to approve each
Proposal (other than Proposal 3), abstentions and broker non-votes will
effectively be a vote against those Proposals. Abstentions and broker non-votes
will have no effect on Proposal 5, for which the required vote is a plurality of
a Trust's shares voting.
If a quorum is not present at the Meeting, or if a quorum is present at the
Meeting but sufficient votes to approve the Proposals are not received, or if
other matters arise requiring shareholder attention, the persons named as proxy
agents may propose one or more adjournments of the Meeting to permit further
solicitation of proxies. Any such adjournment will require the affirmative vote
of a majority of those shares present at the Meeting or represented by proxy.
The persons named as proxies will vote those proxies that they are entitled to
vote "FOR" a Proposal in favor of such an adjournment, and will vote those
proxies required to be voted "AGAINST" a Proposal, against such an adjournment.
Information regarding the number of issued and outstanding shares of each
Fund as of the Record Date is provided in Appendix J, 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 K.
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" the
Proposal. The duly appointed proxies may, in their discretion, vote upon such
other matters as may properly come before the Meeting.
In order that your shares may be represented at the Meeting, you are
requested to vote your shares by mail, Internet or telephone by following the
enclosed instructions. IF YOU
40
VOTE BY TELEPHONE OR INTERNET, PLEASE DO NOT RETURN YOUR PROXY CARD, UNLESS YOU
LATER ELECT TO CHANGE YOUR VOTE. You may revoke your proxy: (a) at any time
prior to its exercise by written notice of its revocation to the secretary of
the Trust prior to the Meeting; (b) by the subsequent execution and timely
return of another proxy prior to the Meeting (following the methods noted
above); or (c) by being present and voting in person at the Meeting and giving
oral notice of revocation to the chair of the Meeting. However, attendance
in-person at the Meeting, by itself, will not revoke a previously-tendered
proxy.
REQUIRED VOTE. Approval of each Proposal (other than Proposal 3) requires
the vote of a "majority of the outstanding voting securities" of a Fund, which
means the vote of 67% or more of the shares that are present at the Meeting,
provided that the holders of more than 50% of the outstanding shares are present
or represented by proxy, or the vote of more than 50% of the Fund's outstanding
shares, whichever is less. With respect to Proposal 3, a plurality of a Trust's
shares voting is required to elect a Trustee with respect to that Trust.
The Current Agreements will remain in place until the completion of the
Transaction, at which time, the Current Agreements will terminate and, subject
to shareholder approval, the New Agreements will go into effect. As a result, if
for some reason the Transaction does not occur, the Current Agreements will not
automatically terminate and will remain in effect, and the New Agreements will
not be entered into, even if they have been approved by Fund shareholders.
If Proposals 1 and 2 are not approved by shareholders of any Fund, the Board
will evaluate other short- and long-term options, as previously discussed. If
the nominees are not elected, the current Trustees will continue their current
terms. New Trustees could be appointed in compliance with applicable law. With
respect to Proposal 4, should shareholders of a Fund not approve the manager of
managers arrangement, it will not be implemented and that Fund will continue to
be required to obtain shareholder approval of the retention of an unaffiliated
sub-adviser of the Fund or any material changes to a sub-advisory agreements.
With respect to Proposal 5, should shareholders of the Money Market Fund not
approve the proposal to amend the Money Market Fund's fundamental policy on
investing in other investment companies, the Money Market Fund's fundamental
investment policy on investing in other investment companies would continue to
apply unchanged.
SHAREHOLDERS SHARING THE SAME ADDRESS. As permitted by law, only one copy of
this Joint Proxy Statement may be delivered to shareholders residing at the same
address, unless such shareholders have notified the Trusts of their desire to
receive multiple copies of the shareholder reports and proxy statements that
each Trust sends. If you would like to receive an additional copy, please
contact the Trusts by writing to the Trusts' address, or by calling the
telephone number shown on the front page of this Joint Proxy Statement. The
Trusts will then promptly deliver, upon request, a separate copy of this Joint
Proxy Statement to any shareholder residing at an address to which only one copy
was mailed. Shareholders wishing to receive separate copies of the Trusts'
shareholder reports and proxy statements in the future, and shareholders sharing
an address that wish to receive a single copy if they are receiving multiple
copies, should also send a request as indicated.
41
SHAREHOLDER PROPOSALS
The Trusts are organized as statutory trusts under the laws of Delaware. As
such, the Trusts are not required to, and do not, hold annual shareholder
meetings. Nonetheless, the Board may call a special meeting of shareholders for
action by shareholder vote as may be required by the 1940 Act or as required or
permitted by each Trust's Declaration of Trust and By-Laws. Shareholders who
wish to present a proposal for action at a future meeting should submit a
written proposal to the Secretary of the Trust, c/o Rydex Series Funds or Rydex
Dynamic Funds, 805 King Farm Boulevard, Suite 600, Rockville, Maryland 20850 for
inclusion in a future proxy statement. Shareholder proposals to be presented at
any future meeting of a Trust must be received by the Trust in writing within a
reasonable amount of time before the Trust solicits proxies for that meeting, in
order to be considered for inclusion in the proxy materials for that meeting.
Whether a proposal is included in a proxy statement will be determined in
accordance with applicable federal and state laws. Shareholders retain the right
to request that a meeting of the shareholders be held for the purpose of
considering matters requiring shareholder approval.
TO ENSURE THE PRESENCE OF A QUORUM AT THE SPECIAL MEETING, PROMPT EXECUTION AND
RETURN OF THE ENCLOSED PROXY IS REQUESTED. A SELF-ADDRESSED, POSTAGE-PAID
ENVELOPE IS ENCLOSED FOR YOUR CONVENIENCE, ALONG WITH INSTRUCTIONS ON HOW TO
VOTE OVER THE INTERNET OR BY TELEPHONE SHOULD YOU PREFER TO VOTE BY ONE OF THOSE
METHODS.
By Order of the Boards of Trustees,
Richard M. Goldman
President
42
APPENDIX A
CORPORATE STRUCTURE OF THE INVESTMENT ADVISER
The following sets forth the name and business address of each parent company of
the Investment Adviser, and the basis of each parent company's control the
Investment Adviser as of September 20, 2011.
The Investment Adviser is an indirect wholly-owned subsidiary of an entity that
is managed by Guggenheim Partners, LLC ("Guggenheim Partners"). Guggenheim
Partners is a wholly-owned subsidiary of Guggenheim Capital, LLC ("Guggenheim
Capital"), 227 West Monroe Street, 48th Floor, Chicago, Illinois 60606. Sage
Assets, Inc., 5949 Sherry Lane, Suite 1900, Dallas, Texas 76225, a wholly-owned
subsidiary of Sammons Enterprises, Inc., 5949 Sherry Lane, Suite 1900, Dallas,
Texas 75225, is a control person of Guggenheim Partners as a result of its
equity ownership in excess of 25% (but less than 50%) of Guggenheim Capital.
Following the Transaction, the Investment Adviser will be an indirect
wholly-owned subsidiary of Guggenheim Capital.
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APPENDIX B
FORMS OF NEW INVESTMENT ADVISORY AGREEMENT
ADVISORY AGREEMENT
ADVISORY AGREEMENT made as of this [ ] day of [ ], 2011 by and between RYDEX
SERIES FUNDS (the "Trust"), a Delaware statutory trust registered as an
investment company under the Investment Company Act of 1940, as amended (the
"1940 Act"), and SECURITY INVESTORS, LLC, a Kansas limited liability company,
with its principal place of business at 805 King Farm Boulevard, Suite 600,
Rockville, Maryland 20850 (the "Adviser").
W I T N E S S E T H
WHEREAS, the Board of Trustees (the "Board") of the Trust has selected the
Adviser to act as investment adviser to the Trust on behalf of the series set
forth on Schedule A to this Agreement (each a "Fund" and, collectively, the
"Funds"), as such Schedule may be amended from time to time upon mutual
agreement of the parties, and to provide certain related services, as more fully
set forth below, and to perform such services under the terms and conditions
hereinafter set forth;
NOW, THEREFORE, in consideration of the mutual covenants and benefits set
forth herein, the Trust and the Adviser do hereby agree as follows:
1. THE ADVISER'S SERVICES.
(a) Discretionary Investment Management Services. The Adviser shall act
as investment adviser with respect to the Funds. In such capacity, the
Adviser shall, subject to the supervision of the Board, regularly provide
the Funds with investment research, advice and supervision and shall
furnish continuously an investment program for the Funds, consistent with
the respective investment objectives and policies of each Fund. The
Adviser shall determine, from time to time, what securities shall be
purchased for the Funds, what securities shall be held or sold by the
Funds and what portion of the Funds' assets shall be held uninvested in
cash, subject always to the provisions of the Trust's Declaration of
Trust, By-Laws and its registration statement on Form N-1A (the
"Registration Statement") under the 1940 Act, and under the Securities Act
of 1933, as amended (the "1933 Act"), covering Fund shares, as filed with
the Securities and Exchange Commission (the "Commission"), and to the
investment objectives, policies and restrictions of the Funds, as each of
the same shall be from time to time in effect. To carry out such
obligations, the Adviser shall exercise full discretion and act for the
Funds in the same manner and with the same force and effect as the Funds
themselves might or could do with respect to purchases, sales or other
transactions, as well as with respect to all other such things necessary
or incidental to the furtherance or conduct of such purchases, sales or
other transactions. No reference in this Agreement to the Adviser having
full discretionary authority over each Fund's investments shall in any way
limit the right of the Board, in its sole discretion, to establish or
revise policies in connection with the management of a Fund's assets or to
otherwise exercise its right to control the overall management of a Fund.
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(b) Compliance. The Adviser agrees to comply with the requirements
of the 1940 Act, the Investment Advisers Act of 1940 (the "Advisers Act"),
the 1933 Act, the Securities Exchange Act of 1934, as amended (the "1934
Act"), the Commodity Exchange Act and the respective rules and regulations
thereunder, as applicable, as well as with all other applicable federal
and state laws, rules, regulations and case law that relate to the
services and relationships described hereunder and to the conduct of its
business as a registered investment adviser. The Adviser also agrees to
comply with the objectives, policies and restrictions set forth in the
Registration Statement, as amended or supplemented, of the Funds, and with
any policies, guidelines, instructions and procedures approved by the
Board and provided to the Adviser. In selecting each Fund's portfolio
securities and performing the Adviser's obligations hereunder, the Adviser
shall cause the Fund to comply with the diversification and source of
income requirements of Subchapter M 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.
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(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 the Trust's valuation procedures for
the purpose of calculating the Fund net asset value in accordance with
procedures and methods established by the Board.
(f) Cooperation with Agents of the Trust. The Adviser agrees to
cooperate with and provide reasonable assistance to the Trust, any Trust
custodian or foreign subcustodians, any Trust pricing agents and all other
agents and representatives of the Trust, such information with respect to
the Funds as they may reasonably request from time to time in the
performance of their obligations, provide prompt responses to reasonable
requests made by such persons and establish appropriate interfaces with
each so as to promote the efficient exchange of information and compliance
with applicable laws and regulations.
2. CODE OF ETHICS. The Adviser has adopted a written code of ethics that it
reasonably believes complies with the requirements of Rule 17j-1 under the 1940
Act, which it will provide to the Trust. The Adviser shall ensure that its
Access Persons (as defined in the Adviser's Code of Ethics) comply in all
material respects with the Adviser's Code of Ethics, as in effect from time to
time. Upon request, the Adviser shall provide the Trust with a (i) a copy of the
Adviser's current Code of Ethics, as in effect from time to time, and (ii)
certification that it has adopted procedures reasonably necessary to prevent
Access Persons from engaging in any conduct prohibited by the Adviser's Code of
Ethics. Annually, the Adviser shall furnish a written report, which complies
with the requirements of Rule 17j-1, concerning the Adviser's Code of Ethics to
the Trust. The Adviser shall respond to requests for information from the Trust
as to violations of the Code of Ethics by Access Persons and the sanctions
imposed by the Adviser. The Adviser shall immediately notify the Trust of any
material violation of the Code of Ethics, whether or not such violation relates
to a security held by any Fund.
3. INFORMATION AND REPORTING. The Adviser shall provide the Trust and its
respective officers with such periodic reports concerning the obligations the
Adviser has assumed under this Agreement as the Trust may from time to time
reasonably request.
(a) Notification of Breach/Compliance Reports. The Adviser shall notify
the Trust immediately upon detection of (i) any material failure to manage
any Fund in accordance with its investment objectives and policies or any
applicable law; or (ii) any material breach of the Funds' or the Adviser's
policies, guidelines or procedures. In addition, the Adviser shall provide
a quarterly report regarding each Fund's compliance with its investment
objectives and policies, applicable law, including, but not limited to the
1940 Act and Subchapter M of the Code, and the Fund's policies, guidelines
or procedures as applicable to the Adviser's obligations under this
Agreement. The Adviser agrees to correct any such failure promptly and to
take any action that the Board may reasonably
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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.
(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
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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 guidelines
determined by the Board and set forth in the Fund's current prospectus and
SAI; (b) the provisions of the 1940 Act; (c) the provisions of the Advisers
Act; (d) the provisions of the 1934 Act; and (e) other provisions of
applicable law. These brokerage services are not within the scope of the
duties of the Adviser under this Agreement. Subject to the requirements of
applicable law and any procedures adopted by the Board, the Adviser or its
affiliates may receive brokerage commissions, fees or other remuneration
from a Fund for these services in addition to the Adviser's fees for
services under this Agreement.
5. CUSTODY. Nothing in this Agreement shall permit the Adviser to take
or receive physical possession of cash, securities or other investments of a
Fund.
6. ALLOCATION OF CHARGES AND EXPENSES. The Adviser will bear its own
costs of providing services hereunder. Other than as herein specifically
indicated, the Adviser shall not be responsible for a Fund's expenses, including
brokerage and other expenses incurred in placing orders for the purchase and
sale of securities and other investment instruments.
Notwithstanding the foregoing paragraph, with respect to the All Asset
Conservative Strategy, All Asset Moderate Strategy, All Asset Aggressive
Strategy, and Alternative Strategies Allocation Funds, the Adviser will bear its
own costs of providing services hereunder. In addition, the Adviser agrees to
pay all expenses incurred by the foregoing Funds, except for acquired fund fees
and expenses, interest, taxes, brokerage and other expenses incurred in placing
orders for the purchase and sale of securities and other investment instruments,
extraordinary expenses, and distribution fees and expenses paid by the Funds
under any distribution plan adopted pursuant to Rule 12b-1 under the 1940 Act.
Notwithstanding the foregoing paragraphs, with respect to the Multi-Hedge
Strategies Fund, the Adviser will bear its own costs of providing services
hereunder. The Adviser agrees to pay all expenses incurred by the foregoing
Fund, except for interest, taxes, brokerage and other expenses incurred in
placing orders for the purchase and sale of securities and other investment
B-5
instruments, extraordinary expenses, and distribution fees and expenses paid by
the Fund under any distribution plan adopted pursuant to Rule 12b-1 under the
1940 Act.
7. Representations, Warranties and Covenants.
(a) Properly Registered. The Adviser is registered as an investment
adviser under the Advisers Act, and will remain so registered for the
duration of this Agreement. The Adviser is not prohibited by the Advisers
Act or the 1940 Act from performing the services contemplated by this
Agreement, and to the best knowledge of the Adviser, there is no proceeding
or investigation that is reasonably likely to result in the Adviser being
prohibited from performing the services contemplated by this Agreement. The
Adviser agrees to promptly notify the Trust of the occurrence of any event
that would disqualify the Adviser from serving as an investment adviser to
an investment company. The Adviser is in compliance in all material
respects with all applicable federal and state law in connection with its
investment management operations.
(b) ADV Disclosure. The Adviser has provided the Trust with a copy of
its Form ADV as most recently filed with the Commission and will, promptly
after filing any amendment to its Form ADV with the Commission, furnish a
copy of such amendment(s) to the Trust. The information contained in the
Adviser's Form ADV is accurate and complete in all material respects and
does not omit to state any material fact necessary in order to make the
statements made, in light of the circumstances under which they were made,
not misleading.
(c) Fund Disclosure Documents. The Adviser has reviewed and will in the
future review, the Registration Statement, and any amendments or
supplements thereto, the annual or semi-annual reports to shareholders,
other reports filed with the Commission and any marketing material of the
Funds (collectively the "Disclosure Documents") and represents and warrants
that with respect to disclosure about the Adviser, the manner in which the
Adviser manages the Funds or information relating directly or indirectly to
the Adviser, such Disclosure Documents contain or will contain, as of the
date thereof, no untrue statement of any material fact and does not omit
any statement of material fact which was required to be stated therein or
necessary to make the statements contained therein not misleading.
(d) Use of The Name "Rydex". The Adviser has the right to use the name
"Rydex" in connection with its services to the Trust and that, subject to
the terms set forth in Section 8 of this Agreement, the Trust shall have
the right to use the name "Rydex" in connection with the management and
operation of the Funds. The Adviser is not aware of any threatened or
existing actions, claims, litigation or proceedings that would adversely
affect or prejudice the rights of the Adviser or the Trust to use the name
"Rydex".
(e) Insurance. The Adviser maintains errors and omissions insurance
coverage in an appropriate amount and shall provide prior written notice to
the Trust (i) of any material changes in its insurance policies or
insurance coverage; or (ii) if any material claims will be made on its
insurance policies. Furthermore, the Adviser shall upon reasonable request
B-6
provide the Trust with any information it may reasonably require concerning
the amount of or scope of such insurance.
(f) No Detrimental Agreement. The Adviser represents and warrants that
it has no arrangement or understanding with any party, other than the
Trust, that would influence the decision of the Adviser with respect to its
selection of securities for a Fund, and that all selections shall be done
in accordance with what is in the best interest of the Fund.
(g) Conflicts. The Adviser shall act honestly, in good faith and in the
best interests of the Trust including requiring any of its personnel with
knowledge of Fund activities to place the interest of the Funds first,
ahead of their own interests, in all personal trading scenarios that may
involve a conflict of interest with the Funds, consistent with its
fiduciary duties under applicable law.
(h) Representations. The representations and warranties in this Section
7 shall be deemed to be made on the date this Agreement is executed and at
the time of delivery of the quarterly compliance report required by Section
3(a), whether or not specifically referenced in such report.
8. THE NAME "RYDEX". The Adviser grants to the Trust a license to use
the name "Rydex" (the "Name") as part of the name of any Fund. The foregoing
authorization by the Adviser to the Trust to use the Name as part of the name of
any
Fund is not exclusive of the right of the Adviser itself to use, or to
authorize others to use, the Name; the Trust acknowledges and agrees that, as
between the Trust and the Adviser, the Adviser has the right to use, or
authorize others to use, the Name. The Trust shall (1) only use the Name in a
manner consistent with uses approved by the Adviser; (2) use its best efforts to
maintain the quality of the services offered using the Name; (3) adhere to such
other specific quality control standards as the Adviser may from time to time
promulgate. At the request of the Adviser, the Trust will (a) submit to Adviser
representative samples of any promotional materials using the Name; and (b)
change the name of any Fund within three months of its receipt of the Adviser's
request, or such other shorter time period as may be required under the terms of
a settlement agreement or court order, so as to eliminate all reference to the
Name and will not thereafter transact any business using the Name in the name of
any Fund; provided, however, that the Trust may continue to use beyond such date
any supplies of prospectuses, marketing materials and similar documents that the
Trust had at the date of such name change in quantities not exceeding those
historically produced and used in connection with such Fund.
9. ADVISER'S COMPENSATION. The Funds shall pay to the Adviser, as
compensation for the Adviser's services hereunder, a fee, determined as
described in Schedule A that is attached hereto and made a part hereof. Such fee
shall be computed daily and paid not less than monthly in arrears by the Funds.
The method for determining net assets of a Fund for purposes hereof shall
be the same as the method for determining net assets for purposes of
establishing the offering and redemption prices of Fund shares as described in
the Funds' prospectus(es). In the event of termination of this Agreement, the
fee provided in this Section shall be computed on the basis of the period
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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
(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
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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 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
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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.
IN WITNESS WHEREOF, the parties hereto have caused this instrument to be
signed on their behalf by their duly authorized officers as of the date first
above written.
RYDEX SERIES FUNDS, on behalf of each Fund
listed on Schedule A
By: __________________________________
Name: Richard M. Goldman
Title: President
SECURITY INVESTORS, LLC
By: __________________________________
Name: Richard M. Goldman
Title: Chief Executive Officer
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SCHEDULE A
TO THE
ADVISORY AGREEMENT
DATED [ ], 2011 BETWEEN
RYDEX SERIES FUNDS
AND
SECURITY INVESTORS, LLC
The Trust will pay to the Adviser as compensation for the Adviser's
services rendered, a fee, computed daily at an annual rate based on the average
daily net assets of the respective Fund in accordance the following fee
schedule:
* Denotes Funds that have not yet commenced operations.
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ADVISORY AGREEMENT
ADVISORY AGREEMENT made as of this [ ] day of [ ], 2011 by and between
RYDEX DYNAMIC FUNDS (the "Trust"), a Delaware statutory trust registered as an
investment company under the Investment Company Act of 1940, as amended (the
"1940 Act"), and SECURITY INVESTORS, LLC, a Kansas limited liability company,
with its principal place of business at 805 King Farm Boulevard, Suite 600,
Rockville, Maryland 20850 (the "Adviser").
W I T N E S S E T H
WHEREAS, the Board of Trustees (the "Board") of the Trust has selected the
Adviser to act as investment adviser to the Trust on behalf of the series set
forth on Schedule A to this Agreement (each a "Fund" and, collectively, the
"Funds"), as such Schedule may be amended from time to time upon mutual
agreement of the parties, and to provide certain related services, as more fully
set forth below, and to perform such services under the terms and conditions
hereinafter set forth;
NOW, THEREFORE, in consideration of the mutual covenants and benefits set
forth herein, the Trust and the Adviser do hereby agree as follows:
1. THE ADVISER'S SERVICES.
(a) Discretionary Investment Management Services. The Adviser shall act
as investment adviser with respect to the Funds. In such capacity, the
Adviser shall, subject to the supervision of the Board, regularly provide
the Funds with investment research, advice and supervision and shall
furnish continuously an investment program for the Funds, consistent with
the respective investment objectives and policies of each Fund. The
Adviser shall determine, from time to time, what securities shall be
purchased for the Funds, what securities shall be held or sold by the Funds
and what portion of the Funds' assets shall be held uninvested in cash,
subject always to the provisions of the Trust's Declaration of Trust,
By-Laws and its registration statement on Form N-1A (the "Registration
Statement") under the 1940 Act, and under the Securities Act of 1933, as
amended (the "1933 Act"), covering Fund shares, as filed with the U.S.
Securities and Exchange Commission (the "Commission"), and to the
investment objectives, policies and restrictions of the Funds, as each of
the same shall be from time to time in effect. To carry out such
obligations, the Adviser shall exercise full discretion and act for the
Funds in the same manner and with the same force and effect as the Funds
themselves might or could do with respect to purchases, sales or other
transactions, as well as with respect to all other such things necessary or
incidental to the furtherance or conduct of such purchases, sales or other
transactions. No reference in this Agreement to the Adviser having full
discretionary authority over each Fund's investments shall in any way limit
the right of the Board, in its sole discretion, to establish or revise
policies in connection with the management of a Fund's assets or to
otherwise exercise its right to control the overall management of a Fund.
(b) Compliance. The Adviser agrees to comply with the requirements of
the 1940 Act, the Investment Advisers Act of 1940 (the "Advisers Act"), the
1933 Act, the
B-12
Securities Exchange Act of 1934, as amended (the "1934 Act"), the Commodity
Exchange Act and the respective rules and regulations thereunder, as
applicable, as well as with all other applicable federal and state laws,
rules, regulations and case law that relate to the services and
relationships described hereunder and to the conduct of its business as a
registered investment adviser. The Adviser also agrees to comply with the
objectives, policies and restrictions set forth in the Registration
Statement, as amended or supplemented, of the Funds, and with any policies,
guidelines, instructions and procedures approved by the Board and provided
to the Adviser. In selecting each Fund's portfolio securities and
performing the Adviser's obligations hereunder, the Adviser shall cause the
Fund to comply with the diversification and source of income requirements
of Subchapter M of the Internal Revenue Code of 1986, as amended (the
"Code"), for qualification as a regulated investment company. The Adviser
shall maintain compliance procedures that it reasonably believes are
adequate to ensure its compliance with the foregoing. No supervisory
activity undertaken by the Board shall limit the Adviser's full
responsibility for any of the foregoing.
(c) Proxy Voting. The Board has the authority to determine how proxies
with respect to securities that are held by the Funds shall be voted, and
the Board has initially determined to delegate the authority and
responsibility to vote proxies for the Funds' securities to the Adviser.
So long as proxy voting authority for the Funds has been delegated to the
Adviser, the Adviser shall exercise its proxy voting responsibilities. The
Adviser shall carry out such responsibility in accordance with any
instructions that the Board shall provide from time to time, and at all
times in a manner consistent with Rule 206(4)-6 under the Advisers Act and
its fiduciary responsibilities to the Trust. The Adviser shall provide
periodic reports and keep records relating to proxy voting as the Board may
reasonably request or as may be necessary for the Funds to comply with the
1940 Act and other applicable law. Any such delegation of proxy voting
responsibility to the Adviser may be revoked or modified by the Board at
any time.
(d) Recordkeeping. The Adviser shall not be responsible for the
provision of administrative, bookkeeping or accounting services to the
Funds, except as otherwise provided herein or as may be necessary for the
Adviser to supply to the Trust or its Board the information required to be
supplied under this Agreement.
The Adviser shall maintain separate books and detailed records of
all matters pertaining to Fund assets advised by the Adviser required by
Rule 31a-1 under the 1940 Act (other than those records being maintained by
any administrator, custodian or transfer agent appointed by the Funds)
relating to its responsibilities provided hereunder with respect to the
Funds, and shall preserve such records for the periods and in a manner
prescribed therefore by Rule 31a-2 under the 1940 Act (the "Fund Books and
Records"). The Fund Books and Records shall be available to the Board at
any time upon request, shall be delivered to the Trust upon the termination
of this Agreement and shall be available without delay during any day the
Trust is open for business.
(e) Holdings Information and Pricing. The Adviser shall provide regular
reports regarding Fund holdings, and shall, on its own initiative, furnish
the Trust and its Board from time to time with whatever information the
Adviser believes is appropriate for this
B-13
purpose. The Adviser agrees to immediately notify the Trust if the Adviser
reasonably believes that the value of any security held by a Fund may not
reflect fair value. The Adviser agrees to provide any pricing information
of which the Adviser is aware to the Trust, its Board and/or any Fund
pricing agent to assist in the determination of the fair value of any Fund
holdings for which market quotations are not readily available or as
otherwise required in accordance with the 1940 Act or the Trust's valuation
procedures for the purpose of calculating the Fund net asset value in
accordance with procedures and methods established by the Board.
(f) Cooperation with Agents of the Trust. The Adviser agrees to
cooperate with and provide reasonable assistance to the Trust, any Trust
custodian or foreign sub- custodians, any Trust pricing agents and all
other agents and representatives of the Trust, such information with
respect to the Funds as they may reasonably request from time to time in
the performance of their obligations, provide prompt responses to
reasonable requests made by such persons and establish appropriate
interfaces with each so as to promote the efficient exchange of information
and compliance with applicable laws and regulations.
2. CODE OF ETHICS. The Adviser has adopted a written code of ethics that
it reasonably believes complies with the requirements of Rule 17j-1 under the
1940 Act, which it will provide to the Trust. The Adviser shall ensure that its
Access Persons (as defined in the Adviser's Code of Ethics) comply in all
material respects with the Adviser's Code of Ethics, as in effect from time to
time. Upon request, the Adviser shall provide the Trust with a (i) a copy of the
Adviser's current Code of Ethics, as in effect from time to time, and (ii)
certification that it has adopted procedures reasonably necessary to prevent
Access Persons from engaging in any conduct prohibited by the Adviser's Code of
Ethics. Annually, the Adviser shall furnish a written report, which complies
with the requirements of Rule 17j-1, concerning the Adviser's Code of Ethics to
the Trust. The Adviser shall respond to requests for information from the Trust
as to violations of the Code of Ethics by Access Persons and the sanctions
imposed by the Adviser. The Adviser shall immediately notify the Trust of any
material violation of the Code of Ethics, whether or not such violation relates
to a security held by any Fund.
3. INFORMATION AND REPORTING. The Adviser shall provide the Trust and
its respective officers with such periodic reports concerning the obligations
the Adviser has assumed under this Agreement as the Trust may from time to time
reasonably request.
(a) Notification of Breach/Compliance Reports. The Adviser shall notify
the Trust immediately upon detection of (i) any material failure to manage
any Fund in accordance with its investment objectives and policies or any
applicable law; or (ii) any material breach of the Funds' or the Adviser's
policies, guidelines or procedures. In addition, the Adviser shall provide
a quarterly report regarding each Fund's compliance with its investment
objectives and policies, applicable law, including, but not limited to the
1940 Act and Subchapter M of the Code, and the Fund's policies, guidelines
or procedures as applicable to the Adviser's obligations under this
Agreement. The Adviser agrees to correct any such failure promptly and to
take any action that the Board may reasonably request in connection with
any such breach. Upon request, the Adviser shall also provide the officers
of the Trust with supporting certifications in connection with such
certifications of Fund financial statements and disclosure controls
pursuant to the
B-14
Sarbanes-Oxley Act. The Adviser will promptly notify the Trust in the event
(i) the Adviser is served or otherwise receives notice of any action, suit,
proceeding, inquiry or investigation, at law or in equity, before or by any
court, public board, or body, involving the affairs of the Trust (excluding
class action suits in which a Fund is a member of the plaintiff class by
reason of the Fund's ownership of shares in the defendant) or the
compliance by the Adviser with the federal or state securities laws or (ii)
an actual change in control of the Adviser resulting in an "assignment" (as
defined in the 1940 Act) has occurred or is otherwise proposed to occur.
(b) Board and Filings Information. The Adviser will also provide the
Trust with any information reasonably requested regarding its management of
the Funds required for any meeting of the Board, or for any shareholder
report, amended registration statement, proxy statement, or prospectus
supplement to be filed by the Trust with the Commission. The Adviser will
make its officers and employees available to meet with the Board from time
to time on due notice to review its investment management services to the
Funds in light of current and prospective economic and market conditions
and shall furnish to the Board such information as may reasonably be
necessary in order for the Board to evaluate this Agreement or any proposed
amendments thereto.
(c) Transaction Information. The Adviser shall furnish to the Trust such
information concerning portfolio transactions as may be necessary to enable
the Trust or its designated agent to perform such compliance testing on the
Funds and the Adviser's services as the Trust may, in its sole discretion,
determine to be appropriate. The provision of such information by the
Adviser to the Trust or its designated agent in no way relieves the Adviser
of its own responsibilities under this Agreement.
4. BROKERAGE.
(a) Principal Transactions. In connection with purchases or sales of
securities for the account of a Fund, neither the Adviser nor any of its
directors, officers or employees will act as a principal or agent or
receive any commission except as permitted by the 1940 Act.
(b) Placement of Orders. The Adviser shall arrange for the placing of
all orders for the purchase and sale of securities for a Fund's account
with brokers or dealers selected by the Adviser. In the selection of such
brokers or dealers and the placing of such orders, the Adviser is directed
at all times to seek for the Fund the most favorable execution and net
price available under the circumstances. It is also understood that it is
desirable for the Fund that the Adviser have access to brokerage and
research services provided by brokers who may execute brokerage
transactions at a higher cost to the Fund than may result when allocating
brokerage to other brokers, consistent with section 28(e) of the 1934 Act
and any Commission staff interpretations thereof. Therefore, the Adviser
is authorized to place orders for the purchase and sale of securities for a
Fund with such brokers, subject to review by the Board from time to time
with respect to the extent and continuation of this practice. It is
understood that the services provided by such brokers may be useful to the
Adviser in connection with its or its affiliates' services to other
clients.
B-15
(c) Aggregated Transactions. On occasions when the Adviser deems the
purchase or sale of a security to be in the best interest of a Fund as well
as other clients of the Adviser, the Adviser may, to the extent permitted
by applicable law and regulations, aggregate the order for securities to be
sold or purchased. In such event, the Adviser will allocate securities or
futures contracts so purchased or sold, as well as the expenses incurred in
the transaction, in the manner the Adviser reasonably considers to be
equitable and consistent with its fiduciary obligations to the Fund and to
such other clients under the circumstances.
(d) Affiliated Brokers. The Adviser or any of its affiliates may act as
broker in connection with the purchase or sale of securities or other
investments for a Fund, subject to: (a) the requirement that the Adviser
seek to obtain best execution and price within the policy guidelines
determined by the Board and set forth in the Fund's current prospectus and
SAI; (b) the provisions of the 1940 Act; (c) the provisions of the Advisers
Act; (d) the provisions of the 1934 Act; and (e) other provisions of
applicable law. These brokerage services are not within the scope of the
duties of the Adviser under this Agreement. Subject to the requirements of
applicable law and any procedures adopted by the Board, the Adviser or its
affiliates may receive brokerage commissions, fees or other remuneration
from a Fund for these services in addition to the Adviser's fees for
services under this Agreement.
5. CUSTODY. Nothing in this Agreement shall permit the Adviser to take
or receive physical possession of cash, securities or other investments of a
Fund.
6. ALLOCATION OF CHARGES AND EXPENSES. The Adviser will bear its own
costs of providing services hereunder. Other than as herein specifically
indicated, the Adviser shall not be responsible for a Fund's expenses, including
brokerage and other expenses incurred in placing orders for the purchase and
sale of securities and other investment instruments.
7. Representations, Warranties and Covenants.
(a) Properly Registered. The Adviser is registered as an investment
adviser under the Advisers Act, and will remain so registered for the
duration of this Agreement. The Adviser is not prohibited by the Advisers
Act or the 1940 Act from performing the services contemplated by this
Agreement, and to the best knowledge of the Adviser, there is no proceeding
or investigation that is reasonably likely to result in the Adviser being
prohibited from performing the services contemplated by this Agreement. The
Adviser agrees to promptly notify the Trust of the occurrence of any event
that would disqualify the Adviser from serving as an investment adviser to
an investment company. The Adviser is in compliance in all material
respects with all applicable federal and state law in connection with its
investment management operations.
(b) ADV Disclosure. The Adviser has provided the Trust with a copy of
its Form ADV as most recently filed with the Commission and will, promptly
after filing any amendment to its Form ADV with the Commission, furnish a
copy of such amendment(s) to the Trust. The information contained in the
Adviser's Form ADV is accurate and complete in all material respects and
does not omit to state any material fact necessary in
B-16
order to make the statements made, in light of the circumstances under
which they were made, not misleading.
(c) Fund Disclosure Documents. The Adviser has reviewed and will in the
future review, the Registration Statement, and any amendments or
supplements thereto, the annual or semi-annual reports to shareholders,
other reports filed with the Commission and any marketing material of the
Funds (collectively the "Disclosure Documents") and represents and warrants
that with respect to disclosure about the Adviser, the manner in which the
Adviser manages the Funds or information relating directly or indirectly to
the Adviser, such Disclosure Documents contain or will contain, as of the
date thereof, no untrue statement of any material fact and does not omit
any statement of material fact which was required to be stated therein or
necessary to make the statements contained therein not misleading.
(d) Use of The Name "Rydex". The Adviser has the right to use the name
"Rydex" in connection with its services to the Trust and that, subject to
the terms set forth in Section 8 of this Agreement, the Trust shall have
the right to use the name "Rydex" in connection with the management and
operation of the Funds. The Adviser is not aware of any threatened or
existing actions, claims, litigation or proceedings that would adversely
affect or prejudice the rights of the Adviser or the Trust to use the name
"Rydex".
(e) Insurance. The Adviser maintains errors and omissions insurance
coverage in an appropriate amount and shall provide prior written notice to
the Trust (i) of any material changes in its insurance policies or
insurance coverage; or (ii) if any material claims will be made on its
insurance policies. Furthermore, the Adviser shall upon reasonable request
provide the Trust with any information it may reasonably require concerning
the amount of or scope of such insurance.
(f) No Detrimental Agreement. The Adviser represents and warrants that
it has no arrangement or understanding with any party, other than the
Trust, that would influence the decision of the Adviser with respect to its
selection of securities for a Fund, and that all selections shall be done
in accordance with what is in the best interest of the Fund.
(g) Conflicts. The Adviser shall act honestly, in good faith and in the
best interests of the Trust including requiring any of its personnel with
knowledge of Fund activities to place the interest of the Funds first,
ahead of their own interests, in all personal trading scenarios that may
involve a conflict of interest with the Funds, consistent with its
fiduciary duties under applicable law.
(h) Representations. The representations and warranties in this Section
7 shall be deemed to be made on the date this Agreement is executed and at
the time of delivery of the quarterly compliance report required by Section
3(a), whether or not specifically referenced in such report.
8. THE NAME "RYDEX". The Adviser grants to the Trust a license to use
the name "Rydex" (the "Name") as part of the name of any Fund. The foregoing
authorization by the Adviser to the Trust to use the Name as part of the name of
any Fund is not exclusive of the right
B-17
of the Adviser itself to use, or to authorize others to use, the Name; the Trust
acknowledges and agrees that, as between the Trust and the Adviser, the Adviser
has the right to use, or authorize others to use, the Name. The Trust shall (1)
only use the Name in a manner consistent with uses approved by the Adviser; (2)
use its best efforts to maintain the quality of the services offered using the
Name; (3) adhere to such other specific quality control standards as the Adviser
may from time to time promulgate. At the request of the Adviser, the Trust will
(a) submit to Adviser representative samples of any promotional materials using
the Name; and (b) change the name of any Fund within three months of its receipt
of the Adviser's request, or such other shorter time period as may be required
under the terms of a settlement agreement or court order, so as to eliminate all
reference to the Name and will not thereafter transact any business using the
Name in the name of any Fund; provided, however, that the Trust may continue to
use beyond such date any supplies of prospectuses, marketing materials and
similar documents that the Trust had at the date of such name change in
quantities not exceeding those historically produced and used in connection with
such Fund.
9. ADVISER'S COMPENSATION. The Funds shall pay to the Adviser, as
compensation for the Adviser's services hereunder, a fee, determined as
described in Schedule A that is attached hereto and made a part hereof. Such fee
shall be computed daily and paid not less than monthly in arrears by the Funds.
The method for determining net assets of a Fund for purposes hereof shall
be the same as the method for determining net assets for purposes of
establishing the offering and redemption prices of Fund shares as described in
the Funds' prospectus(es). In the event of termination of this Agreement, the
fee provided in this Section shall be computed on the basis of the period ending
on the last business day on which this Agreement is in effect subject to a pro
rata adjustment based on the number of days elapsed in the current month as a
percentage of the total number of days in such month.
10. INDEPENDENT CONTRACTOR. In the performance of its duties hereunder,
the Adviser is and shall be an independent contractor and, unless otherwise
expressly provided herein or otherwise authorized in writing, shall have no
authority to act for or represent the Trust or any Fund in any way or otherwise
be deemed to be an agent of the Trust or any Fund. If any occasion should arise
in which the Adviser gives any advice to its clients concerning the shares of a
Fund, the Adviser will act solely as investment counsel for such clients and not
in any way on behalf of the Fund.
11. ASSIGNMENT AND AMENDMENTS. This Agreement shall automatically
terminate, without the payment of any penalty, in the event of its assignment
(as defined in section 2(a)(4) of the 1940 Act); provided that such termination
shall not relieve the Adviser of any liability incurred hereunder.
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.
B-18
12. Duration and Termination.
(a) This Agreement shall become effective as of the date executed and
shall remain in full force and effect continually thereafter, subject to
renewal as provided in Section 12(d) and unless terminated automatically as
set forth in Section 11 hereof or until terminated as follows:
(b) The Trust may cause this Agreement to terminate either (i) by vote
of its Board or (ii) with respect to any Fund, upon the affirmative vote of
a majority of the outstanding voting securities of the Fund; or
(c) The Adviser may at any time terminate this Agreement by not more
than sixty (60) days' nor less than thirty (30) days' written notice
delivered or mailed by registered mail, postage prepaid, to the Trust; or
(d) This Agreement shall automatically terminate two years from the date
of its execution unless its renewal is specifically approved at least
annually thereafter by (i) a majority vote of the Trustees, including a
majority vote of such Trustees who are not interested persons of the Trust
or the Adviser, at a meeting called for the purpose of voting on such
approval; or (ii) the vote of a majority of the outstanding voting
securities of each Fund; provided, however, that if the continuance of this
Agreement is submitted to the shareholders of the Funds for their approval
and such shareholders fail to approve such continuance of this Agreement as
provided herein, the Adviser may continue to serve hereunder as to the
Funds in a manner consistent with the 1940 Act and the rules and
regulations thereunder; and
Termination of this Agreement pursuant to this Section shall be without payment
of any penalty. In the event of termination of this Agreement for any reason,
the Adviser shall, immediately upon notice of termination or on such later date
as may be specified in such notice, cease all activity on behalf of the Funds
and with respect to any of their assets, except as otherwise required by any
fiduciary duties of the Adviser under applicable law. In addition, the Adviser
shall deliver the Fund Books and Records to the Trust by such means and in
accordance with such schedule as the Trust shall direct and shall otherwise
cooperate, as reasonably directed by the Trust, in the transition of portfolio
asset management to any successor of the Adviser.
13. CERTAIN DEFINITIONS. For the purposes of this Agreement:
(a) "Affirmative vote of a majority of the outstanding voting securities
of the Fund" shall have the meaning as set forth in the 1940 Act, subject,
however, to such exemptions as may be granted by the Commission under the
1940 Act or any interpretations of the Commission staff.
(b) "Interested persons" and "Assignment" shall have their respective
meanings as set forth in the 1940 Act, subject, however, to such exemptions
as may be 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
B-19
(including reasonable legal and other expenses) by reason of or arising out of:
(a) the Adviser being in material violation of any applicable federal or state
law, rule or regulation or any investment policy or restriction set forth in the
Funds' Registration Statement or any written guidelines or instruction provided
in writing by the Board, (b) a Fund's failure to satisfy the diversification or
source of income requirements of Subchapter M of the Code, or (c) the Adviser's
willful misfeasance, bad faith or gross negligence generally in the performance
of its duties hereunder or its reckless disregard of its obligations and duties
under this Agreement.
15. ENFORCEABILITY. Any term or provision of this Agreement which is
invalid or unenforceable in any jurisdiction shall, as to such jurisdiction be
ineffective to the extent of such invalidity or unenforceability without
rendering invalid or unenforceable the remaining terms or provisions of this
Agreement or affecting the validity or enforceability of any of the terms or
provisions of this Agreement in any other jurisdiction.
16. LIMITATION OF LIABILITY. The parties to this Agreement acknowledge
and agree that all litigation arising hereunder, whether direct or indirect, and
of any and every nature whatsoever shall be satisfied solely out of the assets
of the affected Fund and that no Trustee, officer or holder of shares of
beneficial interest of the Fund shall be personally liable for any of the
foregoing liabilities. The Trust's Certificate of Trust, as amended from time to
time, is on file in the Office of the Secretary of State of the State of
Delaware. Such Certificate of Trust and the Trust's Declaration of Trust
describe in detail the respective responsibilities and limitations on liability
of the Trustees, officers, and holders of shares of beneficial interest.
17. JURISDICTION. This Agreement shall be governed by and construed in
accordance with the substantive laws of state of Delaware and the Adviser
consents to the jurisdiction of courts, both state and/or federal, in Delaware,
with respect to any dispute under this Agreement.
18. PARAGRAPH HEADINGS. The headings of paragraphs contained in this
Agreement are provided for convenience only, form no part of this Agreement and
shall not affect its construction.
19. COUNTERPARTS. This Agreement may be executed simultaneously in two or
more counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have caused this instrument to be
signed on their behalf by their duly authorized officers as of the date first
above written.
RYDEX DYNAMIC FUNDS, on behalf of each
Fund listed on Schedule A
By: __________________________________
Name: Richard M. Goldman
Title: President
B-20
SECURITY INVESTORS, LLC
By: __________________________________
Name: Richard M. Goldman
Title: Chief Executive Officer
B-21
SCHEDULE A
TO THE
ADVISORY AGREEMENT
DATED [ ], 2011 BETWEEN
RYDEX DYNAMIC FUNDS
AND
SECURITY INVESTORS, LLC
The Trust will pay to the Adviser as compensation for the Adviser's
services rendered, a fee, computed daily at an annual rate based on the average
daily net assets of the respective Fund in accordance the following fee
schedule:
B-22
APPENDIX C
INFORMATION REGARDING THE INVESTMENT ADVISORY
AGREEMENTS AND FEES PAID TO THE INVESTMENT ADVISER
AND AFFILIATES
Security Investors, LLC, a Kansas limited liability company (the
"Investment Adviser") currently serves as investment adviser to all series
(collectively, the "Funds") of Rydex Series Funds ("RSF") and Rydex Dynamic
Funds ("RDF") (collectively, the "Trusts") pursuant to investment advisory
agreements between each of the Trusts, on behalf of its series, and the
Investment Adviser. Rydex Fund Services, Inc. ("RFS") serves as the
administrator, transfer agent and accounting services agent for the Funds. Rydex
Distributors, LLC ("RDL") serves as principal underwriter to the Funds. RFS and
RDL are affiliates of the Investment Adviser. The table below provides the
following information:
(i) the date on which each Fund's shareholders last approved the Fund's
investment advisory agreement;
(ii) the annual rate of management fees paid by each Fund to the
Investment Adviser, stated as a percentage of that Fund's average
daily net assets;
(iii) the aggregate amount of management fees paid by each Fund to the
Investment Adviser for the Fund's fiscal year ended March 31, 2011
for RSF (except as noted) and December 31, 2010 for RDF and RSF
(except as noted);
(iv) the amount of fees paid by each Fund to the Administrator for
administrative and transfer agency services for the Fund during the
Fund's fiscal year ended March 31, 2011 for RSF (except as noted)
and December 31, 2010 for RDF and RSF (except as noted);
(v) the amount of accounting service fees paid by each Fund to the
Administrator for accounting services for the Fund during the
Fund's fiscal year ended March 31, 2011 for RSF (except as noted)
and December 31, 2010 for RDF and RSF (except as noted); and
(vi) the amount of distribution (12b-1) fees paid by each RSF and RDF
Fund during the Fund's fiscal year ended March 31, 2011 for RSF
(except as noted) and December 31, 2010 for RDF and RSF (except as
noted).
C-1
RYDEX DYNAMIC FUNDS
MANAGEMENT, ADMINISTRATIVE, AND ACCOUNTING FEES
DISTRIBUTION FEES
C-2
RYDEX SERIES FUNDS
MANAGEMENT, ADMINISTRATIVE, AND ACCOUNTING FEES
C-3
C-4
* The Fund has a fiscal year end of December 31.
(1) The Fund invests primarily in underlying funds (the "Underlying Funds").
The Investment Adviser receives an investment advisory fee for managing
the Underlying Funds. The Underlying Funds pay a monthly investment
advisory fee to the Investment Adviser for its services. The fee is based
on the average net daily assets of each Underlying Fund and calculated at
an annual rate for each Underlying Fund. For more information regarding
the Underlying funds' investment advisory fees and expense limitations,
please see the Prospectus and applicable sections of the Statement of
Additional Information. The Funds benefit from the investment advisory
services provided to the Underlying Funds and, as shareholders of those
Underlying Funds, indirectly bear a proportionate share of those
Underlying Funds' advisory fees.
(2) The Investment Adviser has contractually agreed to pay all other expenses
of the Fund, excluding Acquired Fund fees and expenses, interest expense
and taxes (expected to be de minimis), brokerage commissions and other
expenses connected with the execution of portfolio transactions and
extraordinary expenses.
(3) The Fund may invest up to 25% of its total assets in a wholly-owned and
controlled Cayman Islands subsidiary (the "Subsidiary"). The Subsidiary
has entered into a separate advisory agreement with the Investment Adviser
for the management of the Subsidiary's portfolio pursuant to which the
Subsidiary pays the Investment Adviser a management fee at the same rate
that the Fund pays the Investment Adviser for services provided to the
Fund. The Investment Adviser has contractually agreed to waive the
management fee it receives from the Fund in an amount equal to the
management fee paid to the Investment Adviser by the Subsidiary. This
undertaking will continue in effect for so long as the Fund invests in the
Subsidiary, and may not be terminated by the Investment Adviser unless the
Investment Adviser first obtains the prior approval of the Fund's Board of
Trustees for such termination. The management fees included in the table
reflect the net management fees paid to the Investment Adviser by the Fund
after the fee waiver.
C-5
DISTRIBUTION FEES*
(*For A-Class, C-Class, H-Class and Advisor Class shares. Investor Class shares
and Investor 2 Class shares were not subject to distribution fees.)
C-6
___________________
* The Fund has a fiscal year end of December 31.
C-7
APPENDIX D
TRUSTEES/MANAGERS AND OFFICERS OF
THE INVESTMENT ADVISER
MEMBER REPRESENTATIVE AND PRINCIPAL EXECUTIVE OFFICER OF SECURITY INVESTORS, LLC
The business address of the member representative and principal executive
officer is 805 King Farm Boulevard, Suite 600, Rockville, Maryland 20850.
TRUSTEES/OFFICERS OF THE FUNDS WHO HOLD POSITION(S) WITH SECURITY INVESTORS,
LLC. The business address of each of the following persons is 805 King Farm
Boulevard, Suite 600, Rockville, Maryland 20850.
D-1
D-2
APPENDIX E
ADVISORY FEE RATES OF FUNDS WITH SIMILAR INVESTMENT
OBJECTIVES ADVISED BY SECURITY INVESTORS, LLC
Each of the tables below lists the names of other mutual funds advised by
Security Investors, LLC (the "Investment Adviser") with similar investment
objectives as the Funds, and information concerning the Funds' and such other
funds' net assets as of April 30, 2011 and the rate of compensation for the
Investment Adviser for its services to the Funds and such other funds.
series of rydex dynamic funds:
------------------------------
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series of rydex series funds:
-----------------------------
E-2
E-3
E-4
E-5
E-6
The Investment Adviser did not reduce or waive its investment advisory fees for
the period indicated.
_________________________
1 The Fund invests primarily in underlying funds (the "Underlying Funds").
The Investment Adviser receives an investment advisory fee for managing
the Underlying Funds. The Underlying Funds pay a monthly investment
advisory fee to the Investment Adviser for its services. The fee is based
on the average net daily assets of each Underlying Fund and calculated at
an annual rate for each Underlying Fund. For more information regarding
the Underlying funds' investment advisory fees and expense limitations,
please see the Prospectus and applicable sections of the Statement of
Additional Information. The Funds benefit from the investment advisory
services provided to the Underlying Funds and, as shareholders of those
Underlying Funds, indirectly bear a proportionate share of those
Underlying Funds' advisory fees.
2 The Fund may invest in a wholly-owned and controlled Cayman Islands
subsidiary (the "Subsidiary"). The Subsidiary has entered into a separate
advisory agreement with the Investment Adviser for the management of the
Subsidiary's portfolio pursuant to which the Subsidiary pays the
Investment Adviser a management fee at the same rate that the Fund pays
the Investment Adviser for services provided to the Fund. The Investment
Adviser has contractually agreed to waive the management fee it receives
from the Fund in an amount equal to the management fee paid to the
Investment Adviser by the Subsidiary. This undertaking will continue in
effect for so long as the Fund invests in the Subsidiary, and may not be
terminated by the Investment Adviser unless the Investment Adviser first
obtains the prior approval of the Fund's Board of Trustees for such
termination. The management fees included in the table reflect the net
management fees paid to the Investment Adviser by the Fund after the fee
waiver.
E-7
APPENDIX F
FORM OF NEW SUB-ADVISORY AGREEMENT WITH
AMERICAN INDEPENDENCE FINANCIAL SERVICES, LLC
AGREEMENT made this [ ] day of [ ], 2011 by and between Security Investors, LLC
("Adviser") and American Independence Financial Services, LLC (the
"Sub-Adviser");
WHEREAS, the Rydex Series Funds (the "Trust"), a Delaware statutory trust, is an
open-end, management investment company registered under the Investment Company
Act of 1940, as amended ("1940 Act"), consisting of several series, including
the Long Short Interest Rate Strategy Fund (the "Fund"), each having its own
investment policies; and
WHEREAS, the Trust has retained the Adviser to provide the Trust with business
and asset management services, subject to the control of the Trust's Board of
Trustees;
WHEREAS, the Trust's agreement with the Adviser permits the Adviser to delegate
to other parties certain of its asset management responsibilities; and
WHEREAS, the Adviser desires to retain the Sub-Adviser to render certain
research and investment management services to the Fund, and the Sub-Adviser
desires to render such services;
NOW THEREFORE, in consideration of mutual covenants herein contained, the
parties hereto agree as follows:
1. (a) Duties of Sub-Adviser. The Adviser hereby retains the Sub-Adviser
to act as research provider for and to provide certain investment advice for the
management of the assets of the Fund, subject to the supervision of the Adviser
and the Fund's Board of Trustees (the "Board") and subject to the terms of this
Agreement. The Sub-Adviser hereby accepts such employment. In such capacity, the
Sub-Adviser shall be responsible for the duties defined below.
(i) The Sub-Adviser agrees to construct and provide the Adviser
with the Long Short Treasury Strategy model in an electronic signal, forwarded
to the Adviser on such intervals as determined by the Sub-Adviser (the
"Signal"). The signal shall contain such information necessary for the Adviser
to implement the Fund's strategy. Each Signal shall be delivered to the Adviser
via electronic mail or such other form of communication as the parties mutually
agree.
(ii) The Sub-Adviser shall continuously monitor the performance of
the Long Short Strategy model (the "Model") and will advise the Adviser of any
necessary updates to the Model via a Signal.
(iii) The Sub-Adviser will make available its officers and
employees to meet with the Board at the Trust's principal place of business once
each calendar year, on due notice to the Sub-Adviser, to review the
Sub-Adviser's advice.
F-1
(iv) The Sub-Adviser will maintain all books and records required
to be maintained pursuant to the Investment Company Act of 1940 and the rules
and regulations promulgated thereunder and shall timely furnish to the Adviser
all information relating to the Sub-Adviser's services hereunder as reasonably
requested by the Adviser. The Sub-Adviser further agrees that all books and
records maintained hereunder, including those maintained in electronic formats,
shall be made available to the Trust or the Adviser upon reasonable request and
notice.
(v) In all matters relating to the performance of this Agreement,
the Sub-Adviser and its members, officers, partners, employees and interested
persons shall act in all material respects in conformity with the Trust's
Agreement and Declaration of Trust, By-Laws, and currently effective
registration statement, and with the written instructions and directions of the
Board and the Adviser, after receipt of such documents from the Trust, and shall
comply in all material respects with the requirements of the 1940 Act, the
Investment Advisers Act, the Commodity Exchange Act (the "CEA"), the rules
thereunder, and all other applicable federal and state laws and regulations.
In carrying out its obligations under this Agreement, the Sub-Adviser
shall seek to ensure that, the Fund complies with all applicable statutes and
regulations necessary to qualify the Fund as a Regulated Investment Company
under Subchapter M of the Code (or any successor provision).
(vi) The Sub-Adviser agrees to cooperate with the Adviser and the
Fund and the Trust's officers and Trustees, including the Trust's Chief
Compliance Officer ("CCO"), with respect to (i) compliance-related matters
related to its responsibilities under this Agreement, and (ii) the Trust's
reasonable efforts to assure that each of its service providers adopts and
maintains policies and procedures that are reasonably designed to prevent
violation of the Federal Securities Laws (as that term is defined by Rule 38a-1
under the 1940 Act).
(vii) The Sub-Adviser agrees to cooperate in such marketing efforts
of the Fund, as reasonably requested by the Adviser.
(b) Duties of the Adviser.
----------------------
(i) During the term of this Agreement, the Adviser agrees to
furnish the Sub-Adviser at the Sub-Adviser's principal office all materials,
including registration statements, proxy statements, reports to stockholders,
sales literature or other materials prepared for distribution to shareholders of
the Fund or the public, that refer to the Sub-Adviser for Sub-Adviser's review
and approval. The Sub-Adviser shall be deemed to have approved any such
materials after 10 business days. The Adviser agrees to use its best efforts to
ensure that materials prepared by its employees or agents or its affiliates that
refer to the Sub-Adviser or its clients in any way are consistent with those
materials previously approved by the Sub-Adviser. Sales literature may be
furnished to the Sub-Adviser by first class or overnight mail, facsimile
transmission equipment, email, or hand delivery.
(ii) The Adviser has furnished the Sub-Adviser with copies of each
of the following documents and will furnish the Sub-Adviser at its principal
office all future amendments and supplements to such documents, if any, as soon
as practicable after such documents become available: (i) the Trust's Agreement
and Declaration of Trust, (ii) the Trust's By-Laws, (iii) the Fund's
registration statement under the 1940 Act and the Securities Act as filed with
the Securities and Exchange Commission (the "Commission"), and (iv) any written
instructions of the Trust's Board or the Adviser.
F-2
2. Compensation of the Sub-Adviser. For the services to be rendered by
the Sub-Adviser as provided in Section 1(a) of this Agreement, the Adviser shall
pay to the Sub-Adviser compensation at the rate specified in Schedule A attached
hereto and made a part of this Agreement. Such compensation shall be paid to the
Sub-Adviser quarterly in arrears. For purposes of calculating the compensation
to be paid hereunder, the value of the net assets of the Fund shall be computed
in the same manner at the end of the business day as the value of such net
assets is computed in connection with the determination of the net asset value
of the Fund's shares as described in the then current prospectus for the Fund.
The Sub-Adviser's compensation shall be accrued for each calendar day the
Sub-Adviser renders investment advisory services hereunder and the sum of the
daily fee accruals shall be paid quarterly to the Sub-Adviser as soon as
practicable following the last day of each calendar quarter, by wire transfer if
so requested by the Sub-Adviser, but no later than ten (10) calendar days
thereafter. If this Agreement shall be effective for only a portion of a
quarter, then the Sub-Adviser's fee for said quarter shall be prorated for such
portion.
3. Expenses. The Sub-Adviser shall bear all expenses incurred by it in
connection with its services under this Agreement and may, from time to time, at
its sole expense, employ or associate itself with such persons as it believes to
be fitted to assist it in the execution of its duties hereunder.
4. Status of Sub-Adviser. The services of the Sub-Adviser to the Trust
are not to be deemed exclusive, and the Sub-Adviser and its directors, officers,
employees and affiliates shall be free to render investment advisory and
administrative or other services to others (including other investment
companies) and to engage in other activities so long as its services to the
Trust are not impaired thereby. The Adviser understands that the Sub-Adviser
provides investment advisory services to numerous other funds and accounts. The
Sub-Adviser shall be deemed to be an independent contractor and shall, unless
otherwise expressly provided or authorized, have no authority to act for or
represent the Adviser or the Trust in any way or otherwise be deemed an agent of
the Adviser or the Trust.
5. Representations and Warranties of Sub-Adviser. The Sub-Adviser
represents and warrants to the Adviser and the Trust as follows:
(a) The Sub-Adviser is registered with the Commission as an
investment adviser under the Investment Advisers Act;
(b) The Sub-Adviser will immediately notify the Adviser of the
occurrence of any event that would disqualify the Sub-Adviser from serving
as an investment adviser of an investment company pursuant to Section 9(a)
of the 1940 Act;
(c) The execution, delivery and performance by the Sub-Adviser of
this Agreement are within the Sub-Adviser's powers and have been duly
authorized by all necessary action on the part of its members, and no
action by or in respect of, or filing with, any governmental body, agency
or official is required on the part of the Sub-Adviser for the execution,
delivery and performance by the Sub-Adviser of this Agreement, and the
execution, delivery and performance by the Sub-Adviser of this Agreement
do not contravene or constitute a default under (i) any provision of
applicable law, rule or regulation, (ii) the Sub-Adviser's governing
instruments, or (iii) any agreement, judgment, injunction, order, decree
or other instrument binding upon the Sub-Adviser;
F-3
(d) The Sub-Adviser has filed a notice of exemption pursuant to Rule
4.14 under the CEA with the Commodity Futures Trading Commission (the
"CFTC") and the National Futures Association (the "NFA");
(e) This Agreement is a valid and binding agreement of the Sub-
Adviser;
(f) The Form ADV of the Sub-Adviser previously provided to the
Adviser is a true and complete copy of the form as filed with the
Commission and the information contained therein is accurate and complete
in all material respects as of its filing date, and does not omit to state
any material fact necessary in order to make the statements made, in light
of the circumstances under which they were made, not misleading; and
(g) The Sub-Adviser has implemented and shall maintain a compliance
program in accordance with the requirements of Rule 206(4)-7 under the
Advisers Act.
6. Representations and Warranties of Adviser. The Adviser represents
and warrants to the Sub-Adviser as follows:
(a) The Adviser is registered with the Commission as an investment
adviser under the Investment Advisers Act;
(b) The Adviser has filed a notice of exemption pursuant to Rule 4.14
under the CEA with the CFTC and the NFA;
(c) The execution, delivery and performance by the Adviser of this
Agreement and the Advisory Agreement are within the Adviser's powers and have
been duly authorized by all necessary action on the part of its members, and no
action by or in respect of, or filing with, any governmental body, agency or
official is required on the part of the Adviser for the execution, delivery and
performance by the Adviser of this Agreement, and the execution, delivery and
performance by the Adviser of this Agreement do not contravene or constitute a
default under (i) any provision of applicable law, rule or regulation, (ii) the
Adviser's governing instruments, or (iii) any agreement, judgment, injunction,
order, decree or other instrument binding upon the Adviser;
(d) The Form ADV of the Adviser previously provided to the Sub-
Adviser is a true and complete copy of the form filed with the Commission and
the information contained therein is accurate and complete in all material
respects as of its filing date and does not omit to state any material fact
necessary in order to make the statements made, in light of the circumstances
under which they were made, not misleading;
(e) This Agreement and the Advisory Agreement are valid and binding
agreements of the Adviser; and
(f) The Adviser acknowledges that it received a copy of the Sub-
Adviser's Form ADV at least 48 hours prior to the execution of this Agreement
7. Survival of Representations and Warranties; Duty to Update
Information. All representations and warranties made by the Sub-Adviser and the
Adviser pursuant to Sections 5 and 6
F-4
hereof shall survive for the duration of this Agreement and either party hereto
shall promptly notify the other in writing upon becoming aware that any of their
foregoing representations or warranties is no longer true.
8. Liability of Sub-Adviser. No provision of this Agreement shall be
deemed to protect the Sub-Adviser against any liability to the Trust or its
shareholders to which it might otherwise be subject by reason of any willful
misfeasance, bad faith, or gross negligence in the performance of its duties or
the reckless disregard of its obligations under this Agreement. In the absence
of willful misfeasance, bad faith or gross negligence on the part of the
Sub-Adviser or reckless disregard of the Sub-Adviser's obligations and duties
hereunder, the Sub-Adviser shall not be subject to any liability to the Adviser,
to the Fund or the Trust, or any of the Fund's shareholders, for any act or
omission in the case of, or connected with, rendering services hereunder.
9. Indemnification. The Sub-Adviser shall indemnify the Adviser and the
Trust, and their respective officers and trustees, for any liability and
expenses, including reasonable attorneys' fees, which may be sustained as a
result of the Sub-Adviser's willful misfeasance, bad faith or gross negligence,
or the reckless disregard of the Sub-Adviser's obligations and duties hereunder.
The Adviser shall indemnify the Sub-Adviser and its officers and members for any
liability and expenses, including reasonable attorneys' fees, which may be
sustained as a result of the Sub-Adviser's performance of its obligations
hereunder, except where such liability or expense results from the Sub-Adviser's
willful misfeasance, bad faith or gross negligence, or the reckless disregard of
the Sub-Adviser's obligations and duties hereunder.
10. Duration and Termination. This Agreement, unless sooner terminated as
provided herein, shall continue for two years after its initial approval and
thereafter for periods of one year for so long as such continuance thereafter is
specifically approved at least annually (a) by the vote of a majority of those
Trustees of the Trust who are not parties to this Agreement or interested
persons of any such party, cast in person at a meeting called for the purpose of
voting on such approval, and (b) by the Trustees of the Trust or by vote of a
majority of the outstanding voting securities of the Fund; provided, however,
that if the shareholders of the Fund fail to approve the Agreement as provided
herein, the Sub-Adviser may continue to serve hereunder in the manner and to the
extent permitted by the 1940 Act and rules thereunder. The foregoing requirement
that continuance of this Agreement be "specifically approved at least annually"
shall be construed in a manner consistent with the 1940 Act and the rules and
regulations thereunder.
This Agreement may be terminated at any time, without the payment of any
penalty, by the Adviser, by vote of a majority of the Trustees of the Trust or
by vote of a majority of the outstanding voting securities of the Fund on not
less than 30 days' nor more than 60 days' written notice to the Sub- Adviser, or
by the Sub-Adviser at any time without the payment of any penalty, on 60 days'
written notice to the Adviser and the Trust. This Agreement will automatically
and immediately terminate in the event of its assignment, or upon termination of
the investment advisory agreement between the Adviser and the Trust. Any notice
under this Agreement shall be given in writing, addressed and delivered, or
mailed postpaid, to the other party at the primary office of such party, unless
such party has previously designated another address.
As used in this Section 10, the terms "assignment," "interested persons,"
and a "vote of a majority of the outstanding voting securities" shall have the
respective meanings set forth in the 1940
F-5
Act and the rules and regulations thereunder, subject to such exemptions as may
be granted by the Commission under said Act.
11. Amendment. No provision of this Agreement may be changed, waived,
discharged, or terminated orally, but only by an instrument in writing signed by
the party against which enforcement of the change, waiver, discharge, or
termination is sought, and, no amendment of this Agreement shall be effective
until approved by the Board and, solely to the extent required by the 1940 Act,
regulations thereunder and/or interpretations thereof, the shareholders of the
Fund.
12. Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of Delaware, without regard to its
conflicts of law provisions, and the 1940 Act. To the extent that the applicable
laws of the State of Delaware conflict with the applicable provisions of the
1940 Act, the latter shall control.
13. Counterparts. This Agreement may be executed in one or more
counterparts, all of which shall together constitute one and the same
instrument.
14. Captions. The captions herein are included for convenience of
reference only and shall be ignored in the construction or interpretation
hereof.
15. Severability. If any provision of this Agreement shall be held or
made invalid by a court decision, statute, rule or otherwise, the remainder of
this Agreement shall not be affected thereby.
16. Confidentiality.
----------------
(a) Each party agrees that it will treat confidentially all
information provided by the other party regarding such other party's
businesses and operations, including without limitation the investment
activities or holdings of the Fund ("Confidential Information"). All
Confidential Information provided by a party hereto shall be used only by
the other party hereto solely for the purposes of rendering services
pursuant to this Agreement, and shall not be disclosed to any third party
without the prior consent of the providing party, except for any party
that is under common control and except for a limited number of employees,
attorneys, accountants and other advisers of the party receiving the
information on a need-to-know basis and solely for the purposes of
rendering services under this Agreement.
(b) The foregoing Confidential Information shall not include any
information that: (i) is public when provided or thereafter becomes public
through no wrongful act of the recipient; (ii) is demonstrably known to
the recipient prior to execution of this Agreement; (iii) is independently
developed by the recipient through no wrongful act of the recipient in the
ordinary course of business outside of this Agreement; (iv) is generally
employed by the trade at the time that recipient learns of such
information or knowledge, (v) has been rightfully and lawfully obtained by
recipient from any third party; or (vi) is legally compelled to be
disclosed by any regulatory authority in the lawful and appropriate
exercise of its jurisdiction over a party, by any auditor of the parties
hereto, by judicial or administrative process or otherwise by applicable
laws, rules or regulations.
(c) It is understood that any information or recommendation supplied
by, or produced by, the Sub-Adviser in connection with the performance of
its obligations hereunder is to be regarded by
F-6
the Adviser and the Trust as confidential and for use only by the Adviser
and the Fund. Furthermore, except as required by law (including, but not
limited to semi-annual, annual or other filings made under the 1940 Act)
or as agreed to by the Adviser and the Sub-Adviser, the Adviser and the
Trust will not disclose, in any manner whatsoever except as expressly
authorized in this Agreement, any list of securities held by the Fund for
a period of at least 30 days after month end, except that the Fund's top
10 holdings may be disclosed 30 days after month end. In addition, the
Adviser or the Trust may disclose, earlier than 30 days after month end, a
list of the securities held by the Fund to certain third parties who have
entered into a confidentiality agreement with the Trust.
A copy of the Declaration of Trust of the Trust is on file with the Secretary of
the State of Delaware, and notice is hereby given that this instrument is not
binding upon any of the Trustees, officers, or shareholders of the Trust
individually.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
as of the day and year first written above.
SECURITY INVESTORS, LLC
By: _______________________________________
Name: Richard Goldman
Title: President
Attest: _______________________________________
Name: Michael Byrum
Title: Secretary
AMERICAN INDEPENDENCE FINANCIAL SERVICES, LLC
By: _______________________________________
Name:
Title: President
Attest: _______________________________________
Name:
Title: Secretary
F-7
SCHEDULE A
TO THE
SUB-ADVISER AGREEMENT
BETWEEN
SECURITY INVESTORS, LLC
AND
AMERICAN INDEPENDENCE FINANCIAL SERVICES, LLC
FOR THE
LONG SHORT INTEREST RATE STRATEGY FUND
The Adviser shall pay compensation to the Sub-Adviser pursuant to section 2 of
the Sub-Adviser Agreement between said parties in accordance with the following
annual percentage rate:
Long Short Interest Rate Strategy Fund: 0.20% per annum (net of waivers and
reimbursements)
DATED: [ ]
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APPENDIX G
INFORMATION REGARDING THE SUB-ADVISORY AGREEMENT WITH AMERICAN
INDEPENDENCE FINANCIAL SERVICES, LLC AND FEES PAID TO THE SUB-ADVISER
American Independence Financial Services, LLC (the "Sub-Adviser")
currently serves as sub-adviser to the Long Short Interest Rate Strategy Fund,
a series of Rydex Series Funds (the "Fund"), pursuant to the investment
sub-advisory agreement between Security Investors, LLC, the Fund's investment
adviser (the "Investment Adviser"), and the Sub-Adviser. The table below
provides the following information:
(i) the date of the Sub-Advisory Agreement;
(ii) the date on which the Fund's shareholders last approved the Fund's
Sub-Advisory Agreement;
(iii) the annual rate of sub-advisory fees paid by the Investment Adviser
to the Sub-Adviser for the Sub-Adviser's sub-advisory services to the
Fund; and
(iv) the aggregate amount of advisory fees paid by the Investment Adviser
to the Sub-Adviser for the Sub-Adviser's sub-advisory services to the
Fund during the Fund's fiscal year ended December 31, 2010.
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APPENDIX H
DIRECTORS/TRUSTEES/MANAGERS AND OFFICERS OF AMERICAN INDEPENDENCE
FINANCIAL SERVICES, LLC
MANAGERS AND PRINCIPAL EXECUTIVE OFFICERS OF AMERICAN INDEPENDENCE
FINANCIAL SERVICES, LLC. The business address of the managers and principal
executive officers is 335 Madison Avenue, Mezzanine, New York, New York
10017.
There are no Trustees/Officers of the Fund who hold position(s) with American
Independence Financial Services, LLC.
H-1
APPENDIX I
ADVISORY FEE RATES OF FUNDS WITH SIMILAR INVESTMENT OBJECTIVES
ADVISED BY AMERICAN INDEPENDENCE FINANCIAL SERVICES, LLC
Each of the tables below lists the names of other mutual funds advised or
sub-advised by American Independence Financial Services, LLC ("AIFS") with
similar investment objectives as the Long Short Interest Rate Strategy Fund (the
"Fund"), and information concerning the Fund's and such other funds' net assets
and the rate of compensation for AIFS for its services to the Fund and such
other funds.
I-1
APPENDIX J
OUTSTANDING SHARES
AS
As of the Record Date, the total number of shares outstanding for each Fund and for each class of each Fund is set forth in the table below:
RYDEX DYNAMIC FUNDS:
RYDEX SERIES FUNDS
(U.S. Government Money Market Fund)
RYDEX SERIES FUNDS
(Alternative Strategies Fund, Event Driven and Distressed Strategies Fund, Long/
Short Commodities Strategy Fund, Long Short Equity Strategy Fund, Long Short
Internet Rate Strategy Fund, Managed Futures Strategy Fund and Multi-Hedge
Strategies Fund)
RYDEX SERIES FUNDS
(all other series)
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following table.
| Fund | Class | Shares Outstanding | Total Shares Outstanding for the Fund |
| Rydex Series Funds | |||
| Banking Fund | Class A | 60,856 | 220,496 |
| Class C | 19,485 | ||
| Class H | 5,597 | ||
| Investor Class | 134,558 | ||
| Basic Materials Fund | Class A | 124,398 | 646,325 |
| Class C | 51,961 | ||
| Class H | 42,736 | ||
| Investor Class | 427,229 | ||
| Biotechnology Fund | Class A | 272,696 | 2,440,582 |
| Class C | 182,342 | ||
| Class H | 152,916 | ||
| Investor Class | 1,832,628 | ||
| Commodities Strategy Fund | Class A | 13,222 | 80,511 |
| Class C | 1,497 | ||
| Class H | 65,792 | ||
| Consumer Products Fund | Class A | 226,471 | 2,694,738 |
| Class C | 272,454 | ||
| Class H | 180,858 | ||
| Investor Class | 2,014,955 | ||
| Dow Jones Industrial Average Fund | Class A | 84,662 | 420,035 |
| Class C | 29,091 | ||
| Class H | 306,282 | ||
| Electronics Fund | Class A | 31,822 | 411,748 |
| Class C | 23,267 | ||
| Class H | 20,635 | ||
| Investor Class | 336,024 | ||
| Emerging Markets 2x Strategy Fund | Class A | 19,634 | 69,308 |
| Class C | 4,880 | ||
| Class H | 44,795 | ||
| Emerging Markets Bond Strategy Fund | Class A | 2,561 | 112,854 |
| Class C | 2,620 | ||
| Class H | 107,673 | ||
| Energy Fund | Class A | 42,495 | 285,279 |
| Class C | 24,395 | ||
| Class H | 13,669 | ||
| Investor Class | 204,721 | ||
E-2
| Fund | Class | Shares Outstanding | Total Shares Outstanding for the Fund |
| Energy Services Fund | Class A | 46,524 | 444,626 |
| Class C | 46,643 | ||
| Class H | 54,537 | ||
| Investor Class | 296,921 | ||
| Europe 1.25x Strategy Fund | Class A | 1,585 | 124,305 |
| Class C | 288 | ||
| Class H | 122,432 | ||
| Financial Services Fund | Class A | 113,394 | 407,567 |
| Class C | 15,338 | ||
| Class H | 93,366 | ||
| Investor Class | 185,470 | ||
| Government Long Bond 1.2x Strategy Fund | Class A | 189,073 | 3,837,969 |
| Class C | 22,546 | ||
| Class H | 1,535,059 | ||
| Investor Class | 2,091,292 | ||
| Health Care Fund | Class A | 313,259 | 1,405,297 |
| Class C | 152,149 | ||
| Class H | 79,924 | ||
| Investor Class | 859,965 | ||
| High Yield Strategy Fund | Class A | 185,405 | 2,625,735 |
| Class C | 60,634 | ||
| Class H | 2,379,695 | ||
| Internet Fund | Class A | 17,604 | 410,310 |
| Class C | 27,755 | ||
| Class H | 7,667 | ||
| Investor Class | 357,284 | ||
| Inverse Emerging Markets 2x Strategy Fund | Class A | 236 | 17,570 |
| Class C | 83 | ||
| Class H | 17,250 | ||
| Inverse Government Long Bond Strategy Fund | Class A | 292,869 | 2,009,005 |
| Class C | 184,589 | ||
| Class H | 104,793 | ||
| Investor Class | 1,426,753 | ||
| Inverse High Yield Strategy Fund | Class A | 133,074 | 177,964 |
| Class C | 7,319 | ||
| Class H | 37,571 | ||
| Inverse Mid-Cap Strategy Fund | Class A | 5,581 | 41,558 |
| Class C | 1 | ||
| Class H | 35,976 | ||
Inverse NASDAQ-100® Strategy Fund | Class A | 6,497 | 238,084 |
| Class C | 3,643 | ||
| Class H | 28,289 | ||
| Investor Class | 199,655 | ||
E-3
| Fund | Class | Shares Outstanding | Total Shares Outstanding for the Fund |
Inverse Russell 2000® Strategy Fund | Class A | 15,278 | 359,545 |
| Class C | 24,492 | ||
| Class H | 319,774 | ||
Inverse S&P 500® Strategy Fund | Class A | 371,135 | 1,297,686 |
| Class C | 42,390 | ||
| Class H | 125,590 | ||
| Investor Class | 758,571 | ||
| Japan 2x Strategy Fund | Class A | 1,677 | 12,803 |
| Class C | 268 | ||
| Class H | 10,858 | ||
| Leisure Fund | Class A | 15,846 | 152,615 |
| Class C | 10,471 | ||
| Class H | 31,569 | ||
| Investor Class | 94,730 | ||
| Long Short Equity Fund | Class A | 579,583 | 1,315,492 |
| Class C | 69,083 | ||
| Class P | 547,346 | ||
| Institutional Class | 119,480 | ||
| Managed Futures Strategy Fund | Class A | 400,693 | 1,635,688 |
| Class C | 139,524 | ||
| Class P | 697,569 | ||
| Institutional Class | 397,902 | ||
| Mid-Cap 1.5x Strategy Fund | Class A | 27,055 | 166,553 |
| Class C | 45,745 | ||
| Class H | 93,753 | ||
Monthly Rebalance NASDAQ-100® 2x Strategy Fund | Class A | 21,173 | 1,031,553 |
| Class C | 4,700 | ||
| Class H | 1,005,680 | ||
| Multi-Hedge Strategies Fund | Class A | 156,844 | 1,498,997 |
| Class C | 74,649 | ||
| Class P | 306,141 | ||
| Institutional Class | 961,362 | ||
NASDAQ-100® Fund | Class A | 1,499,939 | 30,404,302 |
| Class C | 2,680,937 | ||
| Class H | 1,473,446 | ||
| Investor Class | 24,749,980 | ||
| Nova Fund | Class A | 473,716 | 3,799,485 |
| Class C | 61,527 | ||
| Class H | 537,437 | ||
| Investor Class | 2,726,804 | ||
| Precious Metals Fund | Class A | 550,199 | 2,360,359 |
| Class C | 99,023 | ||
| Class H | 233,325 | ||
| Investor Class | 1,477,811 | ||
E-4
| Fund | Class | Shares Outstanding | Total Shares Outstanding for the Fund |
| Real Estate Fund | Class A | 18,851 | 433,084 |
| Class C | 19,068 | ||
| Class H | 395,165 | ||
| Retailing Fund | Class A | 33,601 | 346,165 |
| Class C | 13,742 | ||
| Class H | 27,246 | ||
| Investor Class | 271,576 | ||
Russell 2000® Fund | Class A | 29,987 | 124,144 |
| Class C | 1,058 | ||
| Class H | 93,098 | ||
Russell 2000® 1.5x Strategy Fund | Class A | 411,134 | 768,956 |
| Class C | 72,539 | ||
| Class H | 285,284 | ||
S&P 500® Fund | Class A | 386,763 | 2,759,413 |
| Class C | 261,281 | ||
| Class H | 2,111,370 | ||
S&P 500® Pure Growth Fund | Class A | 185,518 | 1,303,302 |
| Class C | 169,694 | ||
| Class H | 948,090 | ||
S&P 500® Pure Value Fund | Class A | 39,088 | 600,640 |
| Class C | 32,963 | ||
| Class H | 528,590 | ||
S&P MidCap 400® Pure Growth Fund | Class A | 208,630 | 1,151,953 |
| Class C | 181,293 | ||
| Class H | 762,030 | ||
S&P MidCap 400® Pure Value Fund | Class A | 20,223 | 207,474 |
| Class C | 23,634 | ||
| Class H | 163,618 | ||
S&P SmallCap 600® Pure Growth Fund | Class A | 38,067 | 160,974 |
| Class C | 17,563 | ||
| Class H | 105,344 | ||
S&P SmallCap 600® Pure Value Fund | Class A | 44,901 | 251,244 |
| Class C | 24,754 | ||
| Class H | 181,589 | ||
| Strengthening Dollar 2x Strategy Fund | Class A | 30,732 | 131,235 |
| Class C | 4,200 | ||
| Class H | 96,303 | ||
| Technology Fund | Class A | 64,584 | 796,784 |
| Class C | 50,411 | ||
| Class H | 60,466 | ||
| Investor Class | 621,323 | ||
E-5
| Fund | Class | Shares Outstanding | Total Shares Outstanding for the Fund |
| Telecommunications Fund | Class A | 13,993 | 91,370 |
| Class C | 4,381 | ||
| Class H | 6,917 | ||
| Investor Class | 66,078 | ||
| Transportation Fund | Class A | 58,388 | 217,757 |
| Class C | 32,989 | ||
| Class H | 9,288 | ||
| Investor Class | 117,091 | ||
| Utilities Fund | Class A | 140,475 | 2,067,282 |
| Class C | 180,216 | ||
| Class H | 85,633 | ||
| Investor Class | 1,660,958 | ||
| Weakening Dollar 2x Strategy Fund | Class A | 4,529 | 48,520 |
| Class C | 460 | ||
| Class H | 43,532 | ||
| U.S. Government Money Market Fund | Money Market Class | 437,181,521 | 437,181,521 |
| Rydex Dynamic Funds | |||
| Dow 2x Strategy Fund | Class A | 104,357 | 409,289 |
| Class C | 23,460 | ||
| Class H | 281,472 | ||
| Inverse Dow 2x Strategy Fund | Class A | 147,128 | 654,800 |
| Class C | 32,069 | ||
| Class H | 475,603 | ||
Inverse NASDAQ-100® 2x Strategy Fund | Class A | 16,044 | 616,724 |
| Class C | 5,137 | ||
| Class H | 595,542 | ||
Inverse Russell 2000® 2x Strategy Fund | Class A | 208,300 | 353,404 |
| Class C | 9,001 | ||
| Class H | 136,103 | ||
Inverse S&P 500® 2x Strategy Fund | Class A | 41,069 | 578,134 |
| Class C | 21,403 | ||
| Class H | 515,662 | ||
NASDAQ-100® 2x Strategy Fund | Class A | 225,108 | 2,901,506 |
| Class C | 88,667 | ||
| Class H | 2,587,731 | ||
Russell 2000® 2x Strategy Fund | Class A | 22,220 | 233,338 |
| Class C | 2,993 | ||
| Class H | 208,125 | ||
S&P 500® 2x Strategy Fund | Class A | 114,028 | 1,176,213 |
| Class C | 109,168 | ||
| Class H | 953,017 | ||
| Rydex Variable Trust | |||
| Banking Fund | -- | 46,492 | 46,492 |
E-6
| Fund | Class | Shares Outstanding | Total Shares Outstanding for the Fund |
| Basic Materials Fund | -- | 90,802 | 90,802 |
| Biotechnology Fund | -- | 242,021 | 242,021 |
| Commodities Strategy Fund | -- | 38,576 | 38,576 |
| Consumer Products Fund | -- | 288,065 | 288,065 |
| Dow 2x Strategy Fund | -- | 117,144 | 117,144 |
| Electronics Fund | -- | 84,192 | 84,192 |
| Energy Fund | -- | 128,128 | 128,128 |
| Energy Services Fund | -- | 86,076 | 86,076 |
| Europe 1.25x Strategy Fund | -- | 55,261 | 55,261 |
| Financial Services Fund | -- | 108,451 | 108,451 |
| Global Managed Futures Strategy Fund | -- | 857,195 | 857,195 |
| Government Long Bond 1.2x Strategy Fund | -- | 1,462,241 | 1,462,241 |
| Health Care Fund | -- | 259,247 | 259,247 |
| High Yield Strategy Fund | -- | 51,923 | 51,923 |
| Internet Fund | -- | 85,746 | 85,746 |
| Inverse Dow 2x Strategy Fund | -- | 25,064 | 25,064 |
| Inverse Government Long Bond Strategy Fund | -- | 30,392 | 30,392 |
| Inverse Mid-Cap Strategy Fund | -- | 5,025 | 5,025 |
Inverse NASDAQ-100® Strategy Fund | -- | 25,504 | 25,504 |
Inverse Russell 2000® Strategy Fund | -- | 19,373 | 19,373 |
Inverse S&P 500® Strategy Fund | -- | 42,183 | 42,183 |
| Japan 2x Strategy Fund | -- | 21,159 | 21,159 |
| Leisure Fund | -- | 43,607 | 43,607 |
| Long Short Equity Fund | -- | 2,180,990 | 2,180,990 |
| Mid-Cap 1.5x Strategy Fund | -- | 288,266 | 288,266 |
| Multi-Hedge Strategies Fund | -- | 1,494,936 | 1,494,936 |
NASDAQ-100® Fund | -- | 1,703,641 | 1,703,641 |
E-7
| Fund | Class | Shares Outstanding | Total Shares Outstanding for the Fund |
NASDAQ-100® 2x Strategy Fund | -- | 1,111,341 | 1,111,341 |
| Nova Fund | -- | 299,914 | 299,914 |
| Precious Metals Fund | -- | 702,980 | 702,980 |
| Real Estate Fund | -- | 363,831 | 363,831 |
| Retailing Fund | -- | 47,103 | 47,103 |
Russell 2000® 1.5x Strategy Fund | -- | 87,527 | 87,527 |
Russell 2000® 2x Strategy Fund | -- | 13,973 | 13,973 |
S&P 500® 2x Strategy Fund | -- | 157,596 | 157,596 |
S&P 500® Pure Growth Fund | -- | 824,105 | 824,105 |
S&P 500® Pure Value Fund | -- | 548,006 | 548,006 |
S&P MidCap 400® Pure Growth Fund | -- | 382,193 | 382,193 |
S&P MidCap 400® Pure Value Fund | -- | 226,060 | 226,060 |
S&P SmallCap 600® Pure Growth Fund | -- | 216,954 | 216,954 |
S&P SmallCap 600® Pure Value Fund | -- | 137,544 | 137,544 |
| Strengthening Dollar 2x Strategy Fund | -- | 57,981 | 57,981 |
| Technology Fund | -- | 195,554 | 195,554 |
| Telecommunications Fund | -- | 48,434 | 48,434 |
| Transportation Fund | -- | 46,896 | 46,896 |
| Utilities Fund | -- | 702,958 | 702,958 |
| Weakening Dollar 2x Strategy Fund | -- | 9,907 | 9,907 |
| U.S. Government Money Market Fund | -- | 69,667,668 | 69,667,668 |
E-8
APPENDIX K
F
F-1
BENEFICIAL OWNERS OF MORE THAN 5% OF A CLASS OF EACH FUND
As of the Record Date,August 15, 2019, the following persons owned of record and
beneficially (unless otherwise indicated), 5% or more*more of a class of each Fund'sa Fund’s outstanding securities:
RYDEX DYNAMIC FUNDS
K-1
K-2
K-3
K-4
K-5
K-6
RYDEX SERIES FUNDS
K-7
K-8
K-9
K-10
K-11
K-12
K-13
K-14
K-15
K-16
K-17
K-18
K-19
K-20
K-21
K-22
K-23
K-24
K-25
K-26
K-27
K-28
K-29
K-30
K-31
K-32
K-33
K-34
K-35
K-36
K-37
K-38
K-39
K-40
K-41
K-42
K-43
K-44
K-45
K-46
K-47
K-48
K-49
K-50
K-51
K-52
K-53
----------------------------------------------
* A party holding in excess of 25% of the outstanding voting securities of a
Fund is presumed to be a "control person" (as defined in the 1940 Act) of
su ch Fund, based on the substantial ownership interest held and the
party's resultant ability to influence vot ing on certain matters submitted
for shareholder consideration.
K-54
APPENDIX L
MANAGEMENT OWNERSHIP
As of the Record Date, the Directors and officers owned, of record and
beneficially (unless otherwise indicated), as a group, the following of each
Fund's outstanding securities:
RYDEX SERIES FUNDS-MID-CAP 1.5x STRATEGY FUND
RYDEX SERIES FUNDS-LONG SHORT EQUITY STRATEGY FUND
RYDEX SERIES FUNDS-FINANCIAL SERVICES FUND
L-1
APPENDIX L
NOMINATING COMMITTEE CHARTER
I. THE COMMITTEE
The Nominating Committee (the "Committee") of the Rydex Series Funds,
Rydex Dynamic Funds, Rydex Variable Trust and Rydex ETF Trust (each a
"Trust" and collectively "the Trusts") shall be composed of at least
three members plus the Independent Chairman as an ex officio member
pursuant to the following sentence, each of whom is a Trustee who is not
an "interested person" of the Trusts ("Independent Trustee") as defined
in Section 2(a)(19) of the Investment Company Act of 1940, as amended
(the "1940 Act"). At any time when there is an Independent Chairman of
the Board, the Independent Chairman shall be a full, voting member of
the Committee, ex officio. The Board shall appoint the other members of
the Committee and shall designate one member of the Committee to act as
chairman of the Committee. All members of the Committee appointed by the
Board shall serve at the pleasure of the Board. The role of the
Committee shall be to assist the Board of Trustees of the Trusts (the
"Board") in identifying and nominating individuals to serve as
Independent Trustees of the Trusts.
II. COMMITTEE FUNCTIONS AND RESPONSIBILITIES
The Committee shall identify and recommend to the Independent Trustees
candidates to serve as Independent Trustees, including those to be
elected by the Shareholders or appointed by the Board to fill vacancies.
For this purpose, the Committee shall canvas, recruit, interview and
solicit candidates to serve as Independent Trustees. The Committee shall
evaluate candidates' qualifications for Board membership in light of
their background, knowledge and experience, in order to assure that the
Board as a whole represents a proper mix of backgrounds and relevant
skill sets. The Committee shall also determine whether each such
candidate qualifies as not being an "interested person" of the Trusts in
terms of both the letter and spirit of the 1940 Act, rules and
regulations of the Securities and Exchange Commission ("SEC") adopted
under said Act, and any other applicable standards of independence.
Among other things, this determination requires the Committee to find
the candidates to be independent from the investment advisers, principal
underwriters and other principal service providers for the Trusts. The
Committee shall also consider the effect of any relationships beyond
those delineated in the 1940 Act or the rules and regulations thereunder
that might impair independence, (e.g., business, financial or family
relationships with investment advisers, principal underwriters or other
service providers). Finally, the Committee shall consider the
willingness and ability of each such candidate to devote the time and
attention needed to perform the functions of an Independent Trustee.
i. The Committee also shall evaluate and report to the Board
concerning the qualifications of candidates to serve as
"interested" Trustees of the Funds.
ii. The Committee may adopt from time to time specific, minimum
qualifications that the Committee believes a candidate must
meet before
M-1
being considered as a candidate for Board membership and
shall comply with any rules adopted from time to time by the
SEC regarding investment company nominating committees and
the nomination of persons to be considered as candidates for
Board membership.
iii. The Committee shall review shareholder recommendations for
nominations to fill vacancies on the Board if such
recommendations are submitted in a timely fashion in writing
and addressed to the Committee at the applicable Trust's
offices. The Committee may adopt, by resolution, a policy
regarding its procedures for considering candidates for the
Board, including any recommended by shareholders.
III. COMMITTEE PROCEDURES
A. MEETINGS
i. The Committee shall meet as needed in open or executive
session.
ii. The Committee may invite members of management, counsel to
the Independent Trustees, Fund counsel, advisers and others
to attend its meetings as it deems appropriate.
iii. A majority of the members of the Committee shall constitute a
quorum for the transaction of business at any meeting of the
Committee. The action of a majority of the members of the
Committee present at a meeting at which a quorum is present
shall be the action of the Committee. The Committee may meet
in person or by telephone, and the Committee may act by
written consent, to the extent permitted by law and by the
applicable Trust's by-laws. The chairman, or a person
designated by the chairman, shall take minutes of all
meetings of the Committee, copies of which shall be furnished
to the Board. In the event of any inconsistency between this
Charter and a Trust's organizational documents, the
provisions of the Trust's organizational documents shall
govern.
B. REPORTS TO THE BOARD
The Committee shall report its activities to the Board and make
such recommendations as are called for under this Charter or as the
Committee may otherwise deem necessary or appropriate.
C. RESOURCES
The Committee shall have the resources appropriate to discharge its
responsibilities, including the authority to consult with counsel
and to retain, at the Trusts' expense, such other experts or
advisors as the Committee deems necessary or appropriate.
M-2
[LOGO OF RYDEX | SGI] securities.
Fund | Share Class | Amount of Shares Owned | Percentage of the Class | Name and Address of Beneficial Owner |
| Rydex Series Funds | ||||
| Banking Fund | Class A | 20560.147 | 33.7506 | Special Custody Account For The Exclusive Benefit Of Customer Wells Fargo Clearing Services LLC 2801 Market Street Saint Louis, MO 63103 |
| Banking Fund | Class A | 5924.035 | 9.7246 | RBC Capital Markets LLC Mutual Fund Omnibus Processing Omnibus Attn: Mutual Fund Ops Manager 60 South Sixth Street – P08 Minneapolis, MN 55402-4400 |
| Banking Fund | Class A | 4555.225 | 7.4776 | LPL Financial 4707 Executive Drive San Diego, CA 92121-3091 |
| Banking Fund | Class A | 8239.966 | 13.5263 | Pershing LLC 1 Pershing Plaza Jersey City, NJ 07399-0002 |
| Banking Fund | Class A | 9379.513 | 15.397 | National Financial Services LLC 499 Washington Boulevard Jersey City, NJ 07310 |
| Banking Fund | Class C | 4593.64 | 23.5807 | Pershing LLC P.O. Box 2052 Jersey City, NJ 07303-9998 |
| Banking Fund | Class C | 2718.466 | 13.9548 | Schwab Special Custody Account – Reinvest for Benefit of Customers 211 Main Street San Francisco, CA 94105 |
| Banking Fund | Class C | 3713.893 | 19.0647 | Special Custody Account For The Exclusive Benefit Of Customer Wells Fargo Clearing Services LLC 2801 Market Street Saint Louis, MO 63103 |
| Banking Fund | Class C | 3284.101 | 16.8584 | RBC Capital Markets LLC Mutual Fund Omnibus Processing Omnibus Attn: Mutual Fund Ops Manager 60 South Sixth Street – P08 Minneapolis, MN 55402-4400 |
| Banking Fund | Class C | 2411.116 | 12.3771 | LPL Financial 4707 Executive Drive San Diego, CA 92121-3091 |
F-2
Fund | Share Class | Amount of Shares Owned | Percentage of the Class | Name and Address of Beneficial Owner |
| Banking Fund | Class H | 746.057 | 13.5613 | National Financial Services Corporation For Exclusive Benefit Of Our Customers Attn: Mutual Funds Department, 4th Floor 499 Washington Boulevard Jersey City, NJ 07310 |
| Banking Fund | Class H | 1680.074 | 30.5392 | SEI 370 BWM/C/O 370 Reinvest Attn: Mutual Funds One Freedom Valley Drive Oaks, PA 19456 |
| Banking Fund | Class H | 1904.76 | 34.6234 | TD Ameritrade Inc. For the Exclusive Benefit of Our Clients PO Box 2226 Omaha, NE 68103-2226 |
| Banking Fund | Investor Class | 17911.476 | 43.8602 | Schwab Special Custody Account – Reinvest for Benefit of Customers 211 Main Street San Francisco, CA 94105 |
| Banking Fund | Investor Class | 4514.388 | 11.0544 | National Financial Services Corporation For Exclusive Benefit Of Our Customers Attn: Mutual Funds Department, 4th Floor 499 Washington Boulevard Jersey City, NJ 07310 |
| Banking Fund | Investor Class | 2217.05 | 5.4289 | Gilman D. Blake III (RIRA) [Address Intentionally Omitted for Privacy Purposes] |
| Banking Fund | Investor Class | 5119.987 | 12.5374 | Special Custody Account For The Exclusive Benefit Of Customer Wells Fargo Clearing Services LLC 2801 Market Street Saint Louis, MO 63103 |
| Basic Materials Fund | Class H | 7555.353 | 31.6434 | Nationwide Trust Company FSB/C/O IPO Portfolio Accounting P.O. Box 182029 Columbus, OH 43218-2029 |
| Basic Materials Fund | Class H | 2080.951 | 8.7154 | National Financial Services Corporation For Exclusive Benefit Of Our Customers Attn: Mutual Funds Department, 4th Floor 499 Washington Boulevard Jersey City, NJ 07310 |
| Basic Materials Fund | Class A | 9595.857 | 7.7147 | Schwab Special Custody Account – Reinvest for Benefit of Customers 211 Main Street San Francisco, CA 94105 |
| Basic Materials Fund | Class A | 12980.745 | 10.4361 | Special Custody Account For The Exclusive Benefit Of Customer Wells Fargo Clearing Services LLC 2801 Market Street Saint Louis, MO 63103 |
F-3
Fund | Share Class | Amount of Shares Owned | Percentage of the Class | Name and Address of Beneficial Owner |
| Basic Materials Fund | Class A | 20922.895 | 16.8213 | UBS Financial Services Inc. FBO/UBS WM USA Omni Account M/F 1000 Harbor Boulevard Weehawken, NJ 07806-6761 |
| Basic Materials Fund | Class A | 23620.382 | 18.99 | Pershing LLC 1 Pershing Plaza Jersey City, NJ 07399-0002 |
| Basic Materials Fund | Class C | 5785.146 | 11.1426 | NFS LLC FEBO/NFS/FMTC Rollover IRA FBO Paul O. Dodge, Jr. [Address Intentionally Omitted for Privacy Purposes] |
| Basic Materials Fund | Class C | 10440.479 | 20.1091 | Donaldson Lufkin Jenrette/Securities Corporation Inc. P.O. Box 2052 Jersey City, NJ 07303-9998 |
| Basic Materials Fund | Class C | 14136.903 | 27.2287 | Morgan Stanley Smith Barney LLC For The Exclusive Benefit Of Its Customers 1 New York Plaza, Floor 12 New York, NY 10004-1901 |
| Basic Materials Fund | Class C | 6751.757 | 13.0044 | Special Custody Account For The Exclusive Benefit Of Customer Wells Fargo Clearing Services LLC 2801 Market Street Saint Louis, MO 63103 |
| Basic Materials Fund | Class C | 6999.007 | 13.4806 | UBS Financial Services Inc. FBO/UBS WM USA Omni Account M/F 1000 Harbor Boulevard Weehawken, NJ 07806-6761 |
| Basic Materials Fund | Class H | 9404.019 | 39.386 | TD Ameritrade Inc. For the Exclusive Benefit of Our Clients PO Box 2226 Omaha, NE 68103-2226 |
| Basic Materials Fund | Class H | 1492.792 | 6.2521 | Mid Atlantic Trust Company FBO St. John Associates Inc. 401(k) Profit Sharing Plan & Trust 1251 Waterfront Place, Suite 525 Pittsburgh, PA 15222 |
| Basic Materials Fund | Investor Class | 91510.106 | 21.4515 | Pershing LLC P.O. Box 2052 Jersey City, NJ 07303-9998 |
| Basic Materials Fund | Investor Class | 128419.621 | 30.1037 | Schwab Special Custody Account – Reinvest for Benefit of Customers 211 Main Street San Francisco, CA 94105 |
| Basic Materials Fund | Investor Class | 96325.923 | 22.5804 | National Financial Services Corporation For Exclusive Benefit Of Our Customers Attn: Mutual Funds Department, 4th Floor 499 Washington Boulevard Jersey City, NJ 07310 |
F-4
Fund | Share Class | Amount of Shares Owned | Percentage of the Class | Name and Address of Beneficial Owner |
| Basic Materials Fund | Investor Class | 22975.334 | 5.3858 | Special Custody Account For The Exclusive Benefit Of Customer Wells Fargo Clearing Services LLC 2801 Market Street Saint Louis, MO 63103 |
| Biotechnology Fund | Class A | 40972.985 | 14.9547 | NFS LLC FEBO/Mutual Funds Fractional Write Off Account Attn: Frank Adinolfi 200 Liberty Street New York, NY 10281 |
| Biotechnology Fund | Class A | 15234.043 | 5.5602 | Schwab Special Custody Account – Reinvest for Benefit of Customers 211 Main Street San Francisco, CA 94105 |
| Biotechnology Fund | Class A | 23901.979 | 8.7239 | Morgan Stanley Smith Barney LLC For The Exclusive Benefit Of Its Customers 1 New York Plaza, Floor 12 New York, NY 10004-1901 |
| Biotechnology Fund | Class A | 24757.002 | 9.036 | Special Custody Account For The Exclusive Benefit Of Customer Wells Fargo Clearing Services LLC 2801 Market Street Saint Louis, MO 63103 |
| Biotechnology Fund | Class A | 30359.855 | 11.081 | UBS Financial Services Inc. FBO/UBS WM USA Omni Account M/F 1000 Harbor Boulevard Weehawken, NJ 07806-6761 |
| Biotechnology Fund | Class A | 22480.449 | 8.2051 | LPL Financial 4707 Executive Drive San Diego, CA 92121-3091 |
| Biotechnology Fund | Class A | 42128.184 | 15.3763 | Pershing LLC 1 Pershing Plaza Jersey City, NJ 07399-0002 |
| Biotechnology Fund | Class A | 14903.332 | 5.4395 | American Enterprise Investment Services, Inc. 707 2nd Avenue South Minneapolis, MN 55402 |
| Biotechnology Fund | Class C | 35675.19 | 19.5305 | National Financial Services LLC 499 Washington Boulevard Jersey City, NJ 07310 |
| Biotechnology Fund | Class C | 27389.467 | 14.9945 | Pershing LLC P.O. Box 2052 Jersey City, NJ 07303-9998 |
| Biotechnology Fund | Class C | 13794.103 | 7.5516 | Morgan Stanley Smith Barney LLC For The Exclusive Benefit Of Its Customers 1 New York Plaza, Floor 12 New York, NY 10004-1901 |
F-5
Fund | Share Class | Amount of Shares Owned | Percentage of the Class | Name and Address of Beneficial Owner |
| Biotechnology Fund | Class C | 28869.419 | 15.8047 | Special Custody Account For The Exclusive Benefit Of Customer Wells Fargo Clearing Services LLC 2801 Market Street Saint Louis, MO 63103 |
| Biotechnology Fund | Class C | 20292.872 | 11.1094 | UBS Financial Services Inc. FBO/UBS WM USA Omni Account M/F 1000 Harbor Boulevard Weehawken, NJ 07806-6761 |
| Biotechnology Fund | Class C | 18623.775 | 10.1956 | LPL Financial 4707 Executive Drive San Diego, CA 92121-3091 |
| Biotechnology Fund | Class C | 9499.845 | 5.2007 | American Enterprise Investment Services, Inc. 707 2nd Avenue South Minneapolis, MN 55402 |
| Biotechnology Fund | Class H | 22972.607 | 14.8441 | Nationwide Trust Company FSB/C/O IPO Portfolio Accounting P.O. Box 182029 Columbus, OH 43218-2029 |
| Biotechnology Fund | Class H | 10052.922 | 6.4958 | Schwab Special Custody Account – Reinvest for Benefit of Customers 211 Main Street San Francisco, CA 94105 |
| Biotechnology Fund | Class H | 32672.881 | 21.1121 | National Financial Services Corporation For Exclusive Benefit Of Our Customers Attn: Mutual Funds Department, 4th Floor 499 Washington Boulevard Jersey City, NJ 07310 |
| Biotechnology Fund | Class H | 69103.575 | 44.6525 | TD Ameritrade Inc. For the Exclusive Benefit of Our Clients PO Box 2226 Omaha, NE 68103-2226 |
| Biotechnology Fund | Investor Class | 106692.416 | 5.7778 | Pershing LLC P.O. Box 2052 Jersey City, NJ 07303-9998 |
| Biotechnology Fund | Investor Class | 529460.968 | 28.6726 | Schwab Special Custody Account – Reinvest for Benefit of Customers 211 Main Street San Francisco, CA 94105 |
| Biotechnology Fund | Investor Class | 697891.812 | 37.7938 | National Financial Services Corporation For Exclusive Benefit Of Our Customers Attn: Mutual Funds Department, 4th Floor 499 Washington Boulevard Jersey City, NJ 07310 |
| Biotechnology Fund | Investor Class | 127494.143 | 6.9043 | TD Ameritrade Inc. For the Exclusive Benefit of Our Clients PO Box 2226 Omaha, NE 68103-2226 |
F-6
Fund | Share Class | Amount of Shares Owned | Percentage of the Class | Name and Address of Beneficial Owner |
| Commodities Strategy Fund | Class A | 922.297 | 6.9753 | Morgan Stanley Smith Barney LLC For The Exclusive Benefit Of Its Customers 1 New York Plaza, Floor 12 New York, NY 10004-1901 |
| Commodities Strategy Fund | Class A | 2075.907 | 15.7002 | Pershing LLC 1 Pershing Plaza Jersey City, NJ 07399-0002 |
| Commodities Strategy Fund | Class A | 2350.02 | 17.7733 | NFS LLC FEBO/NFS/FMTC SEP IRA FBO Rebecca A. Berarducci [Address Intentionally Omitted for Privacy Purposes] |
| Commodities Strategy Fund | Class A | 721.858 | 5.4594 | TD Ameritrade FBO/Francis Bruening IRA TD Ameritrade Clearing, Custodian [Address Intentionally Omitted for Privacy Purposes] |
| Commodities Strategy Fund | Class C | 361.168 | 23.1471 | Pershing LLC P.O. Box 2052 Jersey City, NJ 07303-9998 |
| Commodities Strategy Fund | Class C | 87.894 | 5.633 | Michael E. Lassley (RIRA) [Address Intentionally Omitted for Privacy Purposes] |
| Commodities Strategy Fund | Class C | 327.187 | 20.9692 | Special Custody Account For The Exclusive Benefit Of Customer Wells Fargo Clearing Services LLC 2801 Market Street Saint Louis, MO 63103 |
| Commodities Strategy Fund | Class C | 86.634 | 5.5523 | LPL Financial 4707 Executive Drive San Diego, CA 92121-3091 |
| Commodities Strategy Fund | Class H | 50291.129 | 75.0434 | National Financial Services Corporation For Exclusive Benefit Of Our Customers Attn: Mutual Funds Department, 4th Floor 499 Washington Boulevard Jersey City, NJ 07310 |
| Commodities Strategy Fund | Class H | 4744.802 | 7.0801 | TD Ameritrade Inc. For the Exclusive Benefit of Our Clients PO Box 2226 Omaha, NE 68103-2226 |
| Consumer Products Fund | Class A | 19691.832 | 8.6043 | Schwab Special Custody Account – Reinvest for Benefit of Customers 211 Main Street San Francisco, CA 94105 |
| Consumer Products Fund | Class A | 14380.941 | 6.2837 | Morgan Stanley Smith Barney LLC For The Exclusive Benefit Of Its Customers 1 New York Plaza, Floor 12 New York, NY 10004-1901 |
F-7
Fund | Share Class | Amount of Shares Owned | Percentage of the Class | Name and Address of Beneficial Owner |
| Consumer Products Fund | Class A | 41812.109 | 18.2698 | Special Custody Account For The Exclusive Benefit Of Customer Wells Fargo Clearing Services LLC 2801 Market Street Saint Louis, MO 63103 |
| Consumer Products Fund | Class A | 13294.609 | 5.809 | LPL Financial 4707 Executive Drive San Diego, CA 92121-3091 |
| Consumer Products Fund | Class A | 39002.446 | 17.0421 | Pershing LLC 1 Pershing Plaza Jersey City, NJ 07399-0002 |
| Consumer Products Fund | Class A | 30930.075 | 13.5149 | National Financial Services LLC 499 Washington Boulevard Jersey City, NJ 07310 |
| Consumer Products Fund | Class A | 18016.351 | 7.8722 | American Enterprise Investment Services, Inc. 707 2nd Avenue South Minneapolis, MN 55402 |
| Consumer Products Fund | Class C | 67279.713 | 24.5948 | NFS LLC FEBO/NFS/FMTC Rollover IRA FBO Paul O. Dodge, Jr. [Address Intentionally Omitted for Privacy Purposes] |
| Consumer Products Fund | Class C | 47458.932 | 17.3491 | Pershing LLC P.O. Box 2052 Jersey City, NJ 07303-9998 |
| Consumer Products Fund | Class C | 18289.381 | 6.6858 | Morgan Stanley Smith Barney LLC For The Exclusive Benefit Of Its Customers 1 New York Plaza, Floor 12 New York, NY 10004-1901 |
| Consumer Products Fund | Class C | 15829.158 | 5.7865 | Special Custody Account For The Exclusive Benefit Of Customer Wells Fargo Clearing Services LLC 2801 Market Street Saint Louis, MO 63103 |
| Consumer Products Fund | Class C | 20792.762 | 7.601 | LPL Financial 4707 Executive Drive San Diego, CA 92121-3091 |
| Consumer Products Fund | Class C | 65993.832 | 24.1248 | American Enterprise Investment Services, Inc. 707 2nd Avenue South Minneapolis, MN 55402 |
| Consumer Products Fund | Class H | 23800.813 | 13.1474 | Trust Co Of America FBO 120 PO Box 6503 Englewood, CO 80155 |
| Consumer Products Fund | Class H | 9088.467 | 5.0204 | LPL Financial 4707 Executive Drive San Diego, CA 92121-3091 |
| Consumer Products Fund | Class H | 10966.864 | 6.058 | Pershing LLC 1 Pershing Plaza Jersey City, NJ 07399-0002 |
F-8
Fund | Share Class | Amount of Shares Owned | Percentage of the Class | Name and Address of Beneficial Owner |
| Consumer Products Fund | Class H | 75546.488 | 41.7315 | TD Ameritrade Inc. For the Exclusive Benefit of Our Clients PO Box 2226 Omaha, NE 68103-2226 |
| Consumer Products Fund | Class H | 40718.256 | 22.4925 | MG Trust Company Custodian FBO Hastings Air-Energy 401k Plan 717 17th Street, Suite 1300 Denver CO 80202 |
| Consumer Products Fund | Investor Class | 114597.585 | 5.7466 | Pershing LLC P.O. Box 2052 Jersey City, NJ 07303-9998 |
| Consumer Products Fund | Investor Class | 477802.375 | 23.9602 | Schwab Special Custody Account – Reinvest for Benefit of Customers 211 Main Street San Francisco, CA 94105 |
| Consumer Products Fund | Investor Class | 733979.856 | 36.8067 | National Financial Services Corporation For Exclusive Benefit Of Our Customers Attn: Mutual Funds Department, 4th Floor 499 Washington Boulevard Jersey City, NJ 07310 |
| Consumer Products Fund | Investor Class | 206987.899 | 10.3797 | LPL Financial 4707 Executive Drive San Diego, CA 92121-3091 |
| Consumer Products Fund | Investor Class | 233182.527 | 11.6933 | TD Ameritrade Inc. For the Exclusive Benefit of Our Clients PO Box 2226 Omaha, NE 68103-2226 |
| Dow Jones Industrial Average Fund | Class A | 38461.825 | 44.1855 | Pershing LLC 1 Pershing Plaza Jersey City, NJ 07399-0002 |
| Dow Jones Industrial Average Fund | Class A | 25909.873 | 29.7656 | National Financial Services LLC 499 Washington Boulevard Jersey City, NJ 07310 |
| Dow Jones Industrial Average Fund | Class C | 5879.28 | 20.2291 | LPL Financial 4707 Executive Drive San Diego, CA 92121-3091 |
| Dow Jones Industrial Average Fund | Class C | 10186.647 | 35.0497 | Pershing LLC 1 Pershing Plaza Jersey City, NJ 07399-0002 |
| Dow Jones Industrial Average Fund | Class C | 1574.867 | 5.4187 | Leslie Fukumoto (RIRA) [Address Intentionally Omitted for Privacy Purposes] |
| Dow Jones Industrial Average Fund | Class C | 8190.012 | 28.1798 | National Financial Services LLC 499 Washington Boulevard Jersey City, NJ 07310 |
| Dow Jones Industrial Average Fund | Class C | 2040.773 | 7.0217 | Matrix Trust Company Custodian FBO Visionary Eye Care, P.A. 717 17th Street, Suite 1300 Denver, CO 80202 |
F-9
Fund | Share Class | Amount of Shares Owned | Percentage of the Class | Name and Address of Beneficial Owner |
| Dow Jones Industrial Average Fund | Class H | 29859.918 | 8.9662 | Schwab Special Custody Account – Reinvest for Benefit of Customers 211 Main Street San Francisco, CA 94105 |
| Dow Jones Industrial Average Fund | Class H | 140211.749 | 42.1025 | National Financial Services Corporation For Exclusive Benefit Of Our Customers Attn: Mutual Funds Department, 4th Floor 499 Washington Boulevard Jersey City, NJ 07310 |
| Dow Jones Industrial Average Fund | Class H | 48637.263 | 14.6047 | E*TRADE Savings Bank FBO #98 PO Box 6503 Englewood, CO 80155-6503 |
| Dow Jones Industrial Average Fund | Class H | 59535.94 | 17.8773 | TD Ameritrade Inc. For the Exclusive Benefit of Our Clients PO Box 2226 Omaha, NE 68103-2226 |
| Electronics Fund | Class A | 2154.511 | 6.7155 | Special Custody Account For The Exclusive Benefit Of Customer Wells Fargo Clearing Services LLC 2801 Market Street Saint Louis, MO 63103 |
| Electronics Fund | Class A | 3282.781 | 10.2324 | RBC Capital Markets LLC Mutual Fund Omnibus Processing Omnibus Attn: Mutual Fund Ops Manager 60 South Sixth Street – P08 Minneapolis, MN 55402-4400 |
| Electronics Fund | Class A | 2097.379 | 6.5375 | LPL Financial 4707 Executive Drive San Diego, CA 92121-3091 |
| Electronics Fund | Class A | 7747.632 | 24.1493 | Pershing LLC 1 Pershing Plaza Jersey City, NJ 07399-0002 |
| Electronics Fund | Class C | 2748.246 | 11.8427 | Pershing LLC P.O. Box 2052 Jersey City, NJ 07303-9998 |
| Electronics Fund | Class C | 2085.943 | 8.9887 | Schwab Special Custody Account – Reinvest for Benefit of Customers 211 Main Street San Francisco, CA 94105 |
| Electronics Fund | Class C | 6507.249 | 28.041 | Special Custody Account For The Exclusive Benefit Of Customer Wells Fargo Clearing Services LLC 2801 Market Street Saint Louis, MO 63103 |
| Electronics Fund | Class C | 7196.158 | 31.0096 | RBC Capital Markets LLC Mutual Fund Omnibus Processing Omnibus Attn: Mutual Fund Ops Manager 60 South Sixth Street – P08 Minneapolis, MN 55402-4400 |
F-10
Fund | Share Class | Amount of Shares Owned | Percentage of the Class | Name and Address of Beneficial Owner |
| Electronics Fund | Class C | 2943.99 | 12.6862 | LPL Financial 4707 Executive Drive San Diego, CA 92121-3091 |
| Electronics Fund | Class H | 1924.581 | 9.3475 | Pershing LLC P.O. Box 2052 Jersey City, NJ 07303-9998 |
| Electronics Fund | Class H | 2900.88 | 14.0893 | Trust Co Of America FBO 120 PO Box 6503 Englewood, CO 80155 |
| Electronics Fund | Class H | 2541.196 | 12.3423 | National Financial Services Corporation For Exclusive Benefit Of Our Customers Attn: Mutual Funds Department, 4th Floor 499 Washington Boulevard Jersey City, NJ 07310 |
| Electronics Fund | Class H | 11752.725 | 57.082 | TD Ameritrade Inc. For the Exclusive Benefit of Our Clients PO Box 2226 Omaha, NE 68103-2226 |
| Electronics Fund | Investor Class | 190774.647 | 63.8277 | Schwab Special Custody Account – Reinvest for Benefit of Customers 211 Main Street San Francisco, CA 94105 |
| Electronics Fund | Investor Class | 60226.907 | 20.1502 | National Financial Services Corporation For Exclusive Benefit Of Our Customers Attn: Mutual Funds Department, 4th Floor 499 Washington Boulevard Jersey City, NJ 07310 |
| Emerging Markets 2x Strategy Fund | Class A | 10689.446 | 53.5001 | Pershing LLC 1 Pershing Plaza Jersey City, NJ 07399-0002 |
| Emerging Markets 2x Strategy Fund | Class A | 2372.101 | 11.8722 | National Financial Services LLC 499 Washington Boulevard Jersey City, NJ 07310 |
| Emerging Markets 2x Strategy Fund | Class C | 1002.97 | 18.5047 | Pershing LLC 1 Pershing Plaza Jersey City, NJ 07399-0002 |
| Emerging Markets 2x Strategy Fund | Class C | 475.173 | 8.7669 | Marella Jones (SEP) [Address Intentionally Omitted for Privacy Purposes] |
| Emerging Markets 2x Strategy Fund | Class C | 458.939 | 8.4674 | Patrick A. Fend (ROTH) [Address Intentionally Omitted for Privacy Purposes] |
| Emerging Markets 2x Strategy Fund | Class C | 858.601 | 15.8411 | NFS LLC FEBO/NFS/FMTC/IRA FBO Mary K. Rude [Address Intentionally Omitted for Privacy Purposes] |
| Emerging Markets 2x Strategy Fund | Class C | 285.785 | 5.2727 | E Trade Securities LLC IRA Custodian PO Box 484 Jersey City, NJ 07303-0484 |
F-11
Fund | Share Class | Amount of Shares Owned | Percentage of the Class | Name and Address of Beneficial Owner |
| Emerging Markets 2x Strategy Fund | Class H | 6862.343 | 12.9973 | Schwab Special Custody Account – Reinvest for Benefit of Customers 211 Main Street San Francisco, CA 94105 |
| Emerging Markets 2x Strategy Fund | Class H | 7447.538 | 14.1056 | National Financial Services Corporation For Exclusive Benefit Of Our Customers Attn: Mutual Funds Department, 4th Floor 499 Washington Boulevard Jersey City, NJ 07310 |
| Emerging Markets 2x Strategy Fund | Class H | 3986.442 | 7.5503 | Robert C. Rosen (IRA) [Address Intentionally Omitted for Privacy Purposes] |
| Emerging Markets 2x Strategy Fund | Class H | 11270.783 | 21.3469 | E*TRADE Savings Bank FBO #98 PO Box 6503 Englewood, CO 80155-6503 |
| Emerging Markets 2x Strategy Fund | Class H | 8310.776 | 15.7406 | Pershing LLC 1 Pershing Plaza Jersey City, NJ 07399-0002 |
| Emerging Markets Bond Strategy Fund | Class A | 146.014 | 30.5228 | Guggenheim Funds Distributors LLC 227 West Monroe Street, Suite 4800 Chicago, IL 60606 |
| Emerging Markets Bond Strategy Fund | Class A | 56.373 | 11.7842 | Gary D. Sorenson (RIRA) [Address Intentionally Omitted for Privacy Purposes] |
| Emerging Markets Bond Strategy Fund | Class A | 149.994 | 31.3548 | Pershing LLC 1 Pershing Plaza Jersey City, NJ 07399-0002 |
| Emerging Markets Bond Strategy Fund | Class A | 27.647 | 5.7793 | Jennifer L. Fields (IRA) [Address Intentionally Omitted for Privacy Purposes] |
| Emerging Markets Bond Strategy Fund | Class A | 78.196 | 16.3461 | Anna K. Fish (IRA) [Address Intentionally Omitted for Privacy Purposes] |
| Emerging Markets Bond Strategy Fund | Class C | 147.094 | 5.6141 | Guggenheim Funds Distributors LLC 227 West Monroe Street, Suite 4800 Chicago, IL 60606 |
| Emerging Markets Bond Strategy Fund | Class C | 468.641 | 17.8865 | Sitaram Walambe (RIRA) [Address Intentionally Omitted for Privacy Purposes] |
| Emerging Markets Bond Strategy Fund | Class C | 161.799 | 6.1753 | Mark J. Greil (RIRA) [Address Intentionally Omitted for Privacy Purposes] |
| Emerging Markets Bond Strategy Fund | Class C | 148.388 | 5.6634 | LPL Financial 4707 Executive Drive San Diego, CA 92121-3091 |
| Emerging Markets Bond Strategy Fund | Class C | 313.938 | 11.982 | Gary M. Rusinovich/Or Sharon Rusinovich JTWROS [Address Intentionally Omitted for Privacy Purposes] |
F-12
Fund | Share Class | Amount of Shares Owned | Percentage of the Class | Name and Address of Beneficial Owner |
| Emerging Markets Bond Strategy Fund | Class C | 187.199 | 7.1447 | Lori A. Britt (RIRA) [Address Intentionally Omitted for Privacy Purposes] |
| Emerging Markets Bond Strategy Fund | Class C | 148.414 | 5.6644 | National Financial Services LLC 499 Washington Boulevard Jersey City, NJ 07310 |
| Emerging Markets Bond Strategy Fund | Class H | 99200.321 | 87.252 | Schwab Special Custody Account – Reinvest for Benefit of Customers 211 Main Street San Francisco, CA 94105 |
| Emerging Markets Bond Strategy Fund | Class H | 6430.759 | 5.6562 | TD Ameritrade Inc. for the Exclusive Benefit of our Clients PO Box 2226 Omaha, NE 68103-2226 |
| Energy Fund | Class A | 4536.194 | 10.8121 | Morgan Stanley Smith Barney LLC For The Exclusive Benefit Of Its Customers 1 New York Plaza, Floor 12 New York, NY 10004-1901 |
| Energy Fund | Class A | 6890.587 | 16.4239 | Special Custody Account For The Exclusive Benefit Of Customer Wells Fargo Clearing Services LLC 2801 Market Street Saint Louis, MO 63103 |
| Energy Fund | Class A | 2098.33 | 5.0014 | UBS Financial Services Inc. FBO/UBS WM USA Omni Account M/F 1000 Harbor Boulevard Weehawken, NJ 07806-6761 |
| Energy Fund | Class A | 6458.833 | 15.3948 | Pershing LLC 1 Pershing Plaza Jersey City, NJ 07399-0002 |
| Energy Fund | Class A | 11622.388 | 27.7023 | National Financial Services LLC 499 Washington Boulevard Jersey City, NJ 07310 |
| Energy Fund | Class H | 1314.053 | 9.6122 | Nationwide Trust Company FSB/C/O IPO Portfolio Accounting P.O. Box 182029 Columbus, OH 43218-2029 |
| Energy Fund | Class H | 1221.88 | 8.9379 | Pershing LLC P.O. Box 2052 Jersey City, NJ 07303-9998 |
| Energy Fund | Class H | 1,131.566 | 8.2773 | National Financial Services Corporation For Exclusive Benefit Of Our Customers Attn: Mutual Funds Department, 4th Floor 499 Washington Boulevard Jersey City, NJ 07310 |
| Energy Fund | Class H | 4856.861 | 35.5276 | TD Ameritrade Inc. For the Exclusive Benefit of Our Clients PO Box 2226 Omaha, NE 68103-2226 |
F-13
Fund | Share Class | Amount of Shares Owned | Percentage of the Class | Name and Address of Beneficial Owner |
| Energy Fund | Class C | 6686.567 | 27.1837 | Pershing LLC P.O. Box 2052 Jersey City, NJ 07303-9998 |
| Energy Fund | Class C | 1618.695 | 6.5806 | Schwab Special Custody Account – Reinvest for Benefit of Customers 211 Main Street San Francisco, CA 94105 |
| Energy Fund | Class C | 5736.639 | 23.3219 | Special Custody Account For The Exclusive Benefit Of Customer Wells Fargo Clearing Services LLC 2801 Market Street Saint Louis, MO 63103 |
| Energy Fund | Class C | 1649.303 | 6.7051 | LPL Financial 4707 Executive Drive San Diego, CA 92121-3091 |
| Energy Fund | Investor Class | 78874.917 | 35.6425 | Schwab Special Custody Account – Reinvest for Benefit of Customers 211 Main Street San Francisco, CA 94105 |
| Energy Fund | Investor Class | 61199.988 | 27.6554 | National Financial Services Corporation For Exclusive Benefit Of Our Customers Attn: Mutual Funds Department, 4th Floor 499 Washington Boulevard Jersey City, NJ 07310 |
| Energy Fund | Investor Class | 15243.548 | 6.8883 | TD Ameritrade Inc. For the Exclusive Benefit of Our Clients PO Box 2226 Omaha, NE 68103-2226 |
| Energy Services Fund | Class A | 4683.01 | 10.0657 | Schwab Special Custody Account – Reinvest for Benefit of Customers 211 Main Street San Francisco, CA 94105 |
| Energy Services Fund | Class A | 4254.482 | 9.1446 | Special Custody Account For The Exclusive Benefit Of Customer Wells Fargo Clearing Services LLC 2801 Market Street Saint Louis, MO 63103 |
| Energy Services Fund | Class A | 3647.662 | 7.8403 | RBC Capital Markets LLC Mutual Fund Omnibus Processing Omnibus Attn: Mutual Fund Ops Manager 60 South Sixth Street – P08 Minneapolis, MN 55402-4400 |
| Energy Services Fund | Class A | 11413.745 | 24.5329 | Pershing LLC 1 Pershing Plaza Jersey City, NJ 07399-0002 |
| Energy Services Fund | Class A | 9906.556 | 21.2933 | National Financial Services LLC 499 Washington Boulevard Jersey City, NJ 07310 |
F-14
Fund | Share Class | Amount of Shares Owned | Percentage of the Class | Name and Address of Beneficial Owner |
| Energy Services Fund | Class C | 4175.583 | 8.9521 | NFS LLC FEBO/NFS/FMTC Rollover IRA FBO Paul O. Dodge, Jr. [Address Intentionally Omitted for Privacy Purposes] |
| Energy Services Fund | Class C | 9405.498 | 20.1647 | Donaldson Lufkin Jenrette/Securities Corporation Inc. P.O. Box 2052 Jersey City, NJ 07303-9998 |
| Energy Services Fund | Class C | 23341.263 | 50.0421 | Schwab Special Custody Account – Reinvest for Benefit of Customers 211 Main Street San Francisco, CA 94105 |
| Energy Services Fund | Class C | 2680.168 | 5.7461 | LPL Financial 4707 Executive Drive San Diego, CA 92121-3091 |
| Energy Services Fund | Class H | 32021.603 | 58.5299 | Nationwide Trust Company FSB/C/O IPO Portfolio Accounting P.O. Box 182029 Columbus, OH 43218-2029 |
| Energy Services Fund | Class H | 3041.404 | 5.5591 | National Financial Services Corporation For Exclusive Benefit Of Our Customers Attn: Mutual Funds Department, 4th Floor 499 Washington Boulevard Jersey City, NJ 07310 |
| Energy Services Fund | Class H | 8833.458 | 16.146 | TD Ameritrade Inc. For the Exclusive Benefit of Our Clients PO Box 2226 Omaha, NE 68103-2226 |
| Energy Services Fund | Investor Class | 29863.753 | 5.7281 | Pershing LLC P.O. Box 2052 Jersey City, NJ 07303-9998 |
| Energy Services Fund | Investor Class | 64298.167 | 12.333 | Schwab Special Custody Account – Reinvest for Benefit of Customers 211 Main Street San Francisco, CA 94105 |
| Energy Services Fund | Investor Class | 91712.725 | 17.5913 | National Financial Services Corporation For Exclusive Benefit Of Our Customers Attn: Mutual Funds Department, 4th Floor 499 Washington Boulevard Jersey City, NJ 07310 |
| Energy Services Fund | Investor Class | 56328.81 | 10.8044 | Special Custody Account For The Exclusive Benefit Of Customer Wells Fargo Clearing Services LLC 2801 Market Street Saint Louis, MO 63103 |
| Energy Services Fund | Investor Class | 128017.93 | 24.555 | TD Ameritrade Inc. For the Exclusive Benefit of Our Clients PO Box 2226 Omaha, NE 68103-2226 |
F-15
Fund | Share Class | Amount of Shares Owned | Percentage of the Class | Name and Address of Beneficial Owner |
| Energy Services Fund | Investor Class | 36424.754 | 6.9866 | Mid Atlantic Trust Company FBO/MATC FBO Various Kulp Financial Ser. 1251 Waterfront Place, Suite 525 Pittsburgh, PA 15222 |
| Europe 1.25x Strategy Fund | Class A | 95.455 | 6.0222 | Judith C. Kleinberg Char Remain Unit Trust – Judith C. Kazen TTEE, Ivan J. Kazen TTEE [Address Intentionally Omitted for Privacy Purposes] |
| Europe 1.25x Strategy Fund | Class A | 240.573 | 15.1777 | James L. Ridderbush (RIRA) [Address Intentionally Omitted for Privacy Purposes] |
| Europe 1.25x Strategy Fund | Class A | 104.01 | 6.5619 | Pershing LLC 1 Pershing Plaza Jersey City, NJ 07399-0002 |
| Europe 1.25x Strategy Fund | Class A | 215.076 | 13.5691 | National Financial Services LLC 499 Washington Boulevard Jersey City, NJ 07310 |
| Europe 1.25x Strategy Fund | Class A | 358.885 | 22.6419 | Oppenheimer & Co. Inc. FBO FBO Michael Freeman Rlvr IRA [Address Intentionally Omitted for Privacy Purposes] |
| Europe 1.25x Strategy Fund | Class A | 109.364 | 6.8997 | Stockcross Financial Services/Philip C. Sturman Peggy J. Sturman TTEE Philip J. Sturman Living Trust |
| Europe 1.25x Strategy Fund | Class C | 34.833 | 12.1011 | Aaron C. Dunn (RIRA) [Address Intentionally Omitted for Privacy Purposes] |
| Europe 1.25x Strategy Fund | Class C | 233.778 | 81.2154 | RBC Capital Markets LLC Mutual Fund Omnibus Processing Omnibus Attn: Mutual Fund Ops Manager 60 South Sixth Street – P08 Minneapolis, MN 55402-4400 |
| Europe 1.25x Strategy Fund | Class H | 104214.232 | 85.1142 | TD Ameritrade Inc. For the Exclusive Benefit of Our Clients PO Box 2226 Omaha, NE 68103-2226 |
| Financial Services Fund | Class A | 8460.874 | 7.465 | Special Custody Account For The Exclusive Benefit Of Customer Wells Fargo Clearing Services LLC 2801 Market Street Saint Louis, MO 63103 |
| Financial Services Fund | Class A | 82729.095 | 72.9925 | LPL Financial 4707 Executive Drive San Diego, CA 92121-3091 |
| Financial Services Fund | Class A | 8445.93 | 7.4519 | National Financial Services LLC 499 Washington Boulevard Jersey City, NJ 07310 |
F-16
Fund | Share Class | Amount of Shares Owned | Percentage of the Class | Name and Address of Beneficial Owner |
| Financial Services Fund | Class C | 8576.16 | 56.3394 | Donaldson Lufkin Jenrette/Securities Corporation Inc. P.O. Box 2052 Jersey City, NJ 07303-9998 |
| Financial Services Fund | Class C | 1424.309 | 9.3567 | Schwab Special Custody Account – Reinvest for Benefit of Customers 211 Main Street San Francisco, CA 94105 |
| Financial Services Fund | Class C | 859.502 | 5.6463 | Special Custody Account For The Exclusive Benefit Of Customer Wells Fargo Clearing Services LLC 2801 Market Street Saint Louis, MO 63103 |
| Financial Services Fund | Class C | 772.021 | 5.0716 | LPL Financial 4707 Executive Drive San Diego, CA 92121-3091 |
| Financial Services Fund | Class C | 1342.24 | 8.8175 | National Financial Services LLC 499 Washington Boulevard Jersey City, NJ 07310 |
| Financial Services Fund | Class H | 66015.593 | 70.4347 | Trust Co Of America FBO 120 PO Box 6503 Englewood, CO 80155 |
| Financial Services Fund | Class H | 6411.929 | 6.8411 | LPL Financial 4707 Executive Drive San Diego, CA 92121-3091 |
| Financial Services Fund | Class H | 16868.561 | 17.9977 | TD Ameritrade Inc. For the Exclusive Benefit of Our Clients PO Box 2226 Omaha, NE 68103-2226 |
| Financial Services Fund | Investor Class | 26442.821 | 13.6214 | Schwab Special Custody Account – Reinvest for Benefit of Customers 211 Main Street San Francisco, CA 94105 |
| Financial Services Fund | Investor Class | 102422.772 | 52.761 | National Financial Services Corporation For Exclusive Benefit Of Our Customers Attn: Mutual Funds Department, 4th Floor 499 Washington Boulevard Jersey City, NJ 07310 |
| Financial Services Fund | Investor Class | 12409.519 | 6.3925 | TD Ameritrade Inc. For the Exclusive Benefit of Our Clients PO Box 2226 Omaha, NE 68103-2226 |
| Government Long Bond 1.2x Strategy Fund | Class H | 1302305.235 | 95.0753 | E*TRADE Savings Bank/FBO: 75 PO Box 6503 Englewood, CO 80112 |
| Government Long Bond 1.2x Strategy Fund | Investor Class | 169841.088 | 7.457 | Schwab Special Custody Account – Reinvest for Benefit of Customers 211 Main Street San Francisco, CA 94105 |
F-17
Fund | Share Class | Amount of Shares Owned | Percentage of the Class | Name and Address of Beneficial Owner |
| Government Long Bond 1.2x Strategy Fund | Investor Class | 1700777.043 | 74.674 | Trust Co Of America FBO 120 PO Box 6503 Englewood, CO 80155 |
| Government Long Bond 1.2x Strategy Fund | Investor Class | 146117.592 | 6.4154 | National Financial Services Corporation For Exclusive Benefit Of Our Customers Attn: Mutual Funds Department, 4th Floor 499 Washington Boulevard Jersey City, NJ 07310 |
| Government Long Bond 1.2x Strategy Fund | Investor Class | 133019.311 | 5.8403 | TD Ameritrade Inc. For the Exclusive Benefit of Our Clients PO Box 2226 Omaha, NE 68103-2226 |
| Government Long Bond 1.2x Strategy Fund | Class C | 1245.074 | 6.0533 | NFS LLC FEBO/Mutual Funds Fractional Write Off Account Attn: Frank Adinolfi 200 Liberty Street New York, NY 10281 |
| Government Long Bond 1.2x Strategy Fund | Class C | 1992.716 | 9.6882 | Linda S. Ewald (ROTH) [Address Intentionally Omitted for Privacy Purposes] |
| Government Long Bond 1.2x Strategy Fund | Class C | 3865.061 | 18.7913 | Janis Lightfoot (IRA) [Address Intentionally Omitted for Privacy Purposes] |
| Government Long Bond 1.2x Strategy Fund | Class C | 3061.897 | 14.8864 | Schwab Special Custody Account – Reinvest for Benefit of Customers 211 Main Street San Francisco, CA 94105 |
| Government Long Bond 1.2x Strategy Fund | Class C | 1828.183 | 8.8883 | Cheryl Jones Hall (IRA)/Benefit of Mary Ann Jones (DECD) [Address Intentionally Omitted for Privacy Purposes] |
| Government Long Bond 1.2x Strategy Fund | Class C | 1554.264 | 7.5566 | Megan Copple Nolen [Address Intentionally Omitted for Privacy Purposes] |
| Government Long Bond 1.2x Strategy Fund | Class C | 1096.714 | 5.332 | Richard T. Schnabel [Address Intentionally Omitted for Privacy Purposes] |
| Health Care Fund | Class A | 18034.251 | 5.6995 | Special Custody Account For The Exclusive Benefit Of Customer Wells Fargo Clearing Services LLC 2801 Market Street Saint Louis, MO 63103 |
| Health Care Fund | Class A | 17978.233 | 5.6818 | RBC Capital Markets LLC Mutual Fund Omnibus Processing Omnibus Attn: Mutual Fund Ops Manager 60 South Sixth Street – P08 Minneapolis, MN 55402-4400 |
| Health Care Fund | Class A | 181522.941 | 57.3684 | LPL Financial 4707 Executive Drive San Diego, CA 92121-3091 |
F-18
Fund | Share Class | Amount of Shares Owned | Percentage of the Class | Name and Address of Beneficial Owner |
| Health Care Fund | Class A | 31034.573 | 9.8081 | Pershing LLC 1 Pershing Plaza Jersey City, NJ 07399-0002 |
| Health Care Fund | Class C | 75721.526 | 49.355 | Pershing LLC P.O. Box 2052 Jersey City, NJ 07303-9998 |
| Health Care Fund | Class C | 12005.426 | 7.825 | Special Custody Account For The Exclusive Benefit Of Customer Wells Fargo Clearing Services LLC 2801 Market Street Saint Louis, MO 63103 |
| Health Care Fund | Class C | 18410.419 | 11.9998 | RBC Capital Markets LLC Mutual Fund Omnibus Processing Omnibus Attn: Mutual Fund Ops Manager 60 South Sixth Street – P08 Minneapolis, MN 55402-4400 |
| Health Care Fund | Class C | 8615.228 | 5.6153 | LPL Financial 4707 Executive Drive San Diego, CA 92121-3091 |
| Health Care Fund | Class H | 8844.6 | 10.8055 | Nationwide Trust Company FSB/C/O IPO Portfolio Accounting P.O. Box 182029 Columbus, OH 43218-2029 |
| Health Care Fund | Class H | 4972.385 | 6.0748 | Schwab Special Custody Account – Reinvest for Benefit of Customers 211 Main Street San Francisco, CA 94105 |
| Health Care Fund | Class H | 9118.756 | 11.1405 | National Financial Services Corporation For Exclusive Benefit Of Our Customers Attn: Mutual Funds Department, 4th Floor 499 Washington Boulevard Jersey City, NJ 07310 |
| Health Care Fund | Class H | 13722.642 | 16.7651 | LPL Financial 4707 Executive Drive San Diego, CA 92121-3091 |
| Health Care Fund | Class H | 9271.695 | 11.3273 | TD Ameritrade Inc. For the Exclusive Benefit of Our Clients PO Box 2226 Omaha, NE 68103-2226 |
| Health Care Fund | Class H | 21745.215 | 26.5664 | Mid Atlantic Trust Company FBO Techstar Solutions Group LLC 401(k) 1251 Waterfront Place, Suite 525 Pittsburgh, PA 15222 |
| Health Care Fund | Investor Class | 354406.803 | 41.2722 | Schwab Special Custody Account – Reinvest for Benefit of Customers 211 Main Street San Francisco, CA 94105 |
F-19
Fund | Share Class | Amount of Shares Owned | Percentage of the Class | Name and Address of Beneficial Owner |
| Health Care Fund | Investor Class | 123929.485 | 14.4321 | National Financial Services Corporation For Exclusive Benefit Of Our Customers Attn: Mutual Funds Department, 4th Floor 499 Washington Boulevard Jersey City, NJ 07310 |
| Health Care Fund | Investor Class | 154681.171 | 18.0132 | TD Ameritrade Inc. For the Exclusive Benefit of Our Clients PO Box 2226 Omaha, NE 68103-2226 |
| High Yield Strategy Fund | Class A | 12102.492 | 7.2756 | Special Custody Account For The Exclusive Benefit Of Customer Wells Fargo Clearing Services LLC 2801 Market Street Saint Louis, MO 63103 |
| High Yield Strategy Fund | Class A | 12654.238 | 7.6073 | Pershing LLC 1 Pershing Plaza Jersey City, NJ 07399-0002 |
| High Yield Strategy Fund | Class A | 47830.697 | 28.7544 | TD Ameritrade Clearing Inc. FBO PO Box 2226 Omaha, NE 68103-2226 |
| High Yield Strategy Fund | Class A | 24114.556 | 14.4969 | National Financial Services LLC 499 Washington Boulevard Jersey City, NJ 07310 |
| High Yield Strategy Fund | Class A | 8896.166 | 5.3481 | TD Ameritrade FBO/Wendell Lamar Cossey IRA TD Ameritrade Clearing, Custodian [Address Intentionally Omitted for Privacy Purposes] |
| High Yield Strategy Fund | Class C | 4141.133 | 8.4671 | Pershing LLC P.O. Box 2052 Jersey City, NJ 07303-9998 |
| High Yield Strategy Fund | Class C | 3565.082 | 7.2893 | Special Custody Account For The Exclusive Benefit Of Customer Wells Fargo Clearing Services LLC 2801 Market Street Saint Louis, MO 63103 |
| High Yield Strategy Fund | Class C | 5877.889 | 12.0181 | RBC Capital Markets LLC Mutual Fund Omnibus Processing Omnibus Attn: Mutual Fund Ops Manager 60 South Sixth Street – P08 Minneapolis, MN 55402-4400 |
| High Yield Strategy Fund | Class C | 4346.537 | 8.8871 | LPL Financial 4707 Executive Drive San Diego, CA 92121-3091 |
| High Yield Strategy Fund | Class C | 7689.632 | 15.7225 | National Financial Services LLC 499 Washington Boulevard Jersey City, NJ 07310 |
| High Yield Strategy Fund | Class C | 10424.207 | 21.3138 | American Enterprise Investment Services, Inc. 707 2nd Avenue South Minneapolis, MN 55402 |
F-20
Fund | Share Class | Amount of Shares Owned | Percentage of the Class | Name and Address of Beneficial Owner |
| High Yield Strategy Fund | Class H | 562681.706 | 23.6065 | Schwab Special Custody Account – Reinvest for Benefit of Customers 211 Main Street San Francisco, CA 94105 |
| High Yield Strategy Fund | Class H | 392635.836 | 16.4724 | National Financial Services Corporation For Exclusive Benefit Of Our Customers Attn: Mutual Funds Department, 4th Floor 499 Washington Boulevard Jersey City, NJ 07310 |
| High Yield Strategy Fund | Class H | 144961.89 | 6.0816 | Pershing LLC 1 Pershing Plaza Jersey City, NJ 07399-0002 |
| High Yield Strategy Fund | Class H | 984605.242 | 41.3076 | TD Ameritrade Inc. For the Exclusive Benefit of Our Clients PO Box 2226 Omaha, NE 68103-2226 |
| Internet Fund | Class A | 1062.926 | 6.0381 | Morgan Stanley Smith Barney LLC For The Exclusive Benefit Of Its Customers 1 New York Plaza, Floor 12 New York, NY 10004-1901 |
| Internet Fund | Class A | 4159.014 | 23.626 | Special Custody Account For The Exclusive Benefit Of Customer Wells Fargo Clearing Services LLC 2801 Market Street Saint Louis, MO 63103 |
| Internet Fund | Class A | 1244.722 | 7.0708 | Raymond James/Omnibus for Mutual Funds House Account Attn: Courtney Waller 880 Carillon Parkway Saint Petersburg, FL 33716 |
| Internet Fund | Class A | 3176.422 | 18.0442 | Pershing LLC 1 Pershing Plaza Jersey City, NJ 07399-0002 |
| Internet Fund | Class A | 1250.516 | 7.1037 | National Financial Services LLC 499 Washington Boulevard Jersey City, NJ 07310 |
| Internet Fund | Class A | 1523.296 | 8.6533 | American Enterprise Investment Services, Inc. 707 2nd Avenue South Minneapolis, MN 55402 |
| Internet Fund | Class C | 2036.816 | 7.0771 | Pershing LLC P.O. Box 2052 Jersey City, NJ 07303-9998 |
| Internet Fund | Class C | 4887.242 | 16.9813 | Schwab Special Custody Account – Reinvest for Benefit of Customers 211 Main Street San Francisco, CA 94105 |
F-21
Fund | Share Class | Amount of Shares Owned | Percentage of the Class | Name and Address of Beneficial Owner |
| Internet Fund | Class C | 15860.152 | 55.1081 | Special Custody Account For The Exclusive Benefit Of Customer Wells Fargo Clearing Services LLC 2801 Market Street Saint Louis, MO 63103 |
| Internet Fund | Class C | 2536.919 | 8.8148 | LPL Financial 4707 Executive Drive San Diego, CA 92121-3091 |
| Internet Fund | Class H | 822.26 | 10.5433 | Schwab Special Custody Account – Reinvest for Benefit of Customers 211 Main Street San Francisco, CA 94105 |
| Internet Fund | Class H | 2325.749 | 29.8216 | National Financial Services Corporation For Exclusive Benefit Of Our Customers Attn: Mutual Funds Department, 4th Floor 499 Washington Boulevard Jersey City, NJ 07310 |
| Internet Fund | Class H | 2995.086 | 38.4041 | TD Ameritrade Inc. For the Exclusive Benefit of Our Clients PO Box 2226 Omaha, NE 68103-2226 |
| Internet Fund | Investor Class | 260660.413 | 72.6191 | Schwab Special Custody Account – Reinvest for Benefit of Customers 211 Main Street San Francisco, CA 94105 |
| Internet Fund | Investor Class | 22699.498 | 6.324 | National Financial Services Corporation For Exclusive Benefit Of Our Customers Attn: Mutual Funds Department, 4th Floor 499 Washington Boulevard Jersey City, NJ 07310 |
| Internet Fund | Investor Class | 19037.258 | 5.3037 | LPL Financial 4707 Executive Drive San Diego, CA 92121-3091 |
| Internet Fund | Investor Class | 26189.008 | 7.2961 | TD Ameritrade Inc. For the Exclusive Benefit of Our Clients PO Box 2226 Omaha, NE 68103-2226 |
| Inverse Emerging Markets 2x Strategy Fund | Class A | 1155.435 | 90.5264 | Pershing LLC 1 Pershing Plaza Jersey City, NJ 07399-0002 |
| Inverse Emerging Markets 2x Strategy Fund | Class C | 11.321 | 13.6135 | William J. Toshner (ROTH) [Address Intentionally Omitted for Privacy Purposes] |
| Inverse Emerging Markets 2x Strategy Fund | Class C | 71.839 | 86.3864 | TD Ameritrade FBO/Kenna Newman [Address Intentionally Omitted for Privacy Purposes] |
| Inverse Emerging Markets 2x Strategy Fund | Class H | 1210.419 | 14.8572 | Robert J. Doran (RIRA) [Address Intentionally Omitted for Privacy Purposes] |
F-22
Fund | Share Class | Amount of Shares Owned | Percentage of the Class | Name and Address of Beneficial Owner |
| Inverse Emerging Markets 2x Strategy Fund | Class H | 1093.949 | 13.4276 | Schwab Special Custody Account – Reinvest for Benefit of Customers 211 Main Street San Francisco, CA 94105 |
| Inverse Emerging Markets 2x Strategy Fund | Class H | 626.174 | 7.6859 | Dhruvkumar V. Gunderia or Mita D. Gunderia [Address Intentionally Omitted for Privacy Purposes] |
| Inverse Emerging Markets 2x Strategy Fund | Class H | 475.654 | 5.8384 | E*TRADE Savings Bank FBO #98 PO Box 6503 Englewood, CO 80155-6503 |
| Inverse Emerging Markets 2x Strategy Fund | Class H | 727.978 | 8.9355 | Pershing LLC 1 Pershing Plaza Jersey City, NJ 07399-0002 |
| Inverse Emerging Markets 2x Strategy Fund | Class H | 1194.05 | 14.6563 | TD Ameritrade Inc. For the Exclusive Benefit of Our Clients PO Box 2226 Omaha, NE 68103-2226 |
| Inverse Emerging Markets 2x Strategy Fund | Class H | 587.985 | 7.2172 | Equity Trust FBO Marilyn Ann Haqq [Address Intentionally Omitted for Privacy Purposes] |
| Inverse Government Long Bond Strategy Fund | Class A | 17580.225 | 5.9257 | National Financial Services LLC 499 Washington Boulevard Jersey City, NJ 07310 |
| Inverse Government Long Bond Strategy Fund | Class A | 26788.007 | 9.0293 | Pershing LLC P.O. Box 2052 Jersey City, NJ 07303-9998 |
| Inverse Government Long Bond Strategy Fund | Class A | 44249.309 | 14.915 | Schwab Special Custody Account – Reinvest for Benefit of Customers 211 Main Street San Francisco, CA 94105 |
| Inverse Government Long Bond Strategy Fund | Class A | 41938.702 | 14.1361 | Morgan Stanley Smith Barney LLC For The Exclusive Benefit Of Its Customers 1 New York Plaza, Floor 12 New York, NY 10004-1901 |
| Inverse Government Long Bond Strategy Fund | Class A | 91872.589 | 30.9672 | Special Custody Account For The Exclusive Benefit Of Customer Wells Fargo Clearing Services LLC 2801 Market Street Saint Louis, MO 63103 |
| Inverse Government Long Bond Strategy Fund | Class C | 45539.164 | 24.4442 | National Financial Services LLC 499 Washington Boulevard Jersey City, NJ 07310 |
| Inverse Government Long Bond Strategy Fund | Class C | 11464.449 | 6.1538 | Pershing LLC P.O. Box 2052 Jersey City, NJ 07303-9998 |
F-23
Fund | Share Class | Amount of Shares Owned | Percentage of the Class | Name and Address of Beneficial Owner |
| Inverse Government Long Bond Strategy Fund | Class C | 12466.602 | 6.6917 | Schwab Special Custody Account – Reinvest for Benefit of Customers 211 Main Street San Francisco, CA 94105 |
| Inverse Government Long Bond Strategy Fund | Class C | 68617.93 | 36.8322 | Special Custody Account For The Exclusive Benefit Of Customer Wells Fargo Clearing Services LLC 2801 Market Street Saint Louis, MO 63103 |
| Inverse Government Long Bond Strategy Fund | Class C | 27877.729 | 14.964 | LPL Financial 4707 Executive Drive San Diego, CA 92121-3091 |
| Inverse Government Long Bond Strategy Fund | Class H | 20267.383 | 19.1548 | E*TRADE Savings Bank/FBO: 75 PO Box 6503 Englewood, CO 80112 |
| Inverse Government Long Bond Strategy Fund | Class H | 66773.385 | 63.1078 | Pershing LLC 1 Pershing Plaza Jersey City, NJ 07399-0002 |
| Inverse Government Long Bond Strategy Fund | Investor Class | 135439.987 | 11.2854 | Pershing LLC P.O. Box 2052 Jersey City, NJ 07303-9998 |
| Inverse Government Long Bond Strategy Fund | Investor Class | 172239.536 | 14.3517 | Schwab Special Custody Account – Reinvest for Benefit of Customers 211 Main Street San Francisco, CA 94105 |
| Inverse Government Long Bond Strategy Fund | Investor Class | 519031.505 | 43.2479 | National Financial Services Corporation For Exclusive Benefit Of Our Customers Attn: Mutual Funds Department, 4th Floor 499 Washington Boulevard Jersey City, NJ 07310 |
| Inverse Government Long Bond Strategy Fund | Investor Class | 64002.003 | 5.3329 | TD Ameritrade Inc. For the Exclusive Benefit of Our Clients PO Box 2226 Omaha, NE 68103-2226 |
| Inverse High Yield Strategy Fund | Class A | 604.386 | 12.1678 | Schwab Special Custody Account – Reinvest for Benefit of Customers 211 Main Street San Francisco, CA 94105 |
| Inverse High Yield Strategy Fund | Class A | 985.56 | 19.8419 | Raymond James/Omnibus for Mutual Funds House Account Attn: Courtney Waller 880 Carillon Parkway Saint Petersburg, FL 33716 |
| Inverse High Yield Strategy Fund | Class A | 291.638 | 5.8714 | Pershing LLC 1 Pershing Plaza Jersey City, NJ 07399-0002 |
F-24
Fund | Share Class | Amount of Shares Owned | Percentage of the Class | Name and Address of Beneficial Owner |
| Inverse High Yield Strategy Fund | Class A | 2569.732 | 51.7355 | National Financial Services LLC 499 Washington Boulevard Jersey City, NJ 07310 |
| Inverse High Yield Strategy Fund | Class C | 5303.11 | 72.8783 | Schwab Special Custody Account – Reinvest for Benefit of Customers 211 Main Street San Francisco, CA 94105 |
| Inverse High Yield Strategy Fund | Class C | 1645.007 | 22.6066 | LPL Financial 4707 Executive Drive San Diego, CA 92121-3091 |
| Inverse High Yield Strategy Fund | Class H | 132240.178 | 89.5777 | TD Ameritrade Inc. For the Exclusive Benefit of Our Clients PO Box 2226 Omaha, NE 68103-2226 |
| Inverse Mid-Cap Strategy Fund | Class A | 688.766 | 12.3408 | Schwab Special Custody Account – Reinvest for Benefit of Customers 211 Main Street San Francisco, CA 94105 |
| Inverse Mid-Cap Strategy Fund | Class A | 2072.149 | 37.1272 | LPL Financial 4707 Executive Drive San Diego, CA 92121-3091 |
| Inverse Mid-Cap Strategy Fund | Class A | 1682.188 | 30.1402 | Pershing LLC 1 Pershing Plaza Jersey City, NJ 07399-0002 |
| Inverse Mid-Cap Strategy Fund | Class A | 960.799 | 17.2148 | NFS LLC FEBO/NFS/FMTC Rollover IRA FBO Thomas E. McKnight [Address Intentionally Omitted for Privacy Purposes] |
| Inverse Mid-Cap Strategy Fund | Class C | 1 | 99.6015 | Schwab Special Custody Account – Reinvest for Benefit of Customers 211 Main Street San Francisco, CA 94105 |
| Inverse Mid-Cap Strategy Fund | Class H | 25286.687 | 63.5692 | Schwab Special Custody Account – Reinvest for Benefit of Customers 211 Main Street San Francisco, CA 94105 |
| Inverse Mid-Cap Strategy Fund | Class H | 2249.146 | 5.6542 | National Financial Services Corporation For Exclusive Benefit Of Our Customers Attn: Mutual Funds Department, 4th Floor 499 Washington Boulevard Jersey City, NJ 07310 |
| Inverse Mid-Cap Strategy Fund | Class H | 2533.981 | 6.3702 | Special Custody Account For The Exclusive Benefit Of Customer Wells Fargo Clearing Services LLC 2801 Market Street Saint Louis, MO 63103 |
| Inverse Mid-Cap Strategy Fund | Class H | 2266.716 | 5.6983 | TD Ameritrade Inc. For the Exclusive Benefit of Our Clients PO Box 2226 Omaha, NE 68103-2226 |
F-25
Fund | Share Class | Amount of Shares Owned | Percentage of the Class | Name and Address of Beneficial Owner |
| Inverse Mid-Cap Strategy Fund | Class H | 3308.859 | 8.3182 | Mid Atlantic Trust Company FBO Smackover Family Practice Clin 401(k) 1251 Waterfront Place, Suite 525 Pittsburgh, PA 15222 |
Inverse NASDAQ-100® Strategy Fund | Class A | 1521.931 | 23.7462 | National Financial Services LLC 499 Washington Boulevard Jersey City, NJ 07310 |
Inverse NASDAQ-100® Strategy Fund | Class A | 577.171 | 9.0054 | Schwab Special Custody Account – Reinvest for Benefit of Customers 211 Main Street San Francisco, CA 94105 |
Inverse NASDAQ-100® Strategy Fund | Class A | 1701.27 | 26.5444 | LPL Financial 4707 Executive Drive San Diego, CA 92121-3091 |
Inverse NASDAQ-100® Strategy Fund | Class A | 352.125 | 5.4941 | Raymond James/Omnibus for Mutual Funds House Account Attn: Courtney Waller 880 Carillon Parkway Saint Petersburg, FL 33716 |
Inverse NASDAQ-100® Strategy Fund | Class A | 980.527 | 15.2988 | Pershing LLC 1 Pershing Plaza Jersey City, NJ 07399-0002 |
Inverse NASDAQ-100® Strategy Fund | Class C | 747.398 | 20.514 | Pershing LLC P.O. Box 2052 Jersey City, NJ 07303-9998 |
Inverse NASDAQ-100® Strategy Fund | Class C | 893.199 | 24.5158 | American Enterprise Investment Services, Inc. 707 2nd Avenue South Minneapolis, MN 55402 |
Inverse NASDAQ-100® Strategy Fund | Class C | 314.434 | 8.6303 | Schwab Special Custody Account – Reinvest for Benefit of Customers 211 Main Street San Francisco, CA 94105 |
Inverse NASDAQ-100® Strategy Fund | Class C | 1354.304 | 37.1719 | Special Custody Account For The Exclusive Benefit Of Customer Wells Fargo Clearing Services LLC 2801 Market Street Saint Louis, MO 63103 |
Inverse NASDAQ-100® Strategy Fund | Class H | 3442.806 | 11.654 | National Financial Services Corporation For Exclusive Benefit Of Our Customers Attn: Mutual Funds Department, 4th Floor 499 Washington Boulevard Jersey City, NJ 07310 |
Inverse NASDAQ-100® Strategy Fund | Class H | 22511.856 | 76.2034 | E*TRADE Savings Bank/FBO: 75 PO Box 6503 Englewood, CO 80112 |
Inverse NASDAQ-100® Strategy Fund | Investor Class | 26050.101 | 17.4988 | Pershing LLC P.O. Box 2052 Jersey City, NJ 07303-9998 |
F-26
Fund | Share Class | Amount of Shares Owned | Percentage of the Class | Name and Address of Beneficial Owner |
Inverse NASDAQ-100® Strategy Fund | Investor Class | 19065.328 | 12.8069 | Schwab Special Custody Account – Reinvest for Benefit of Customers 211 Main Street San Francisco, CA 94105 |
Inverse NASDAQ-100® Strategy Fund | Investor Class | 26093.548 | 17.528 | National Financial Services Corporation For Exclusive Benefit Of Our Customers Attn: Mutual Funds Department, 4th Floor 499 Washington Boulevard Jersey City, NJ 07310 |
Inverse NASDAQ-100® Strategy Fund | Investor Class | 7801.14 | 5.2403 | Special Custody Account For The Exclusive Benefit Of Customer Wells Fargo Clearing Services LLC 2801 Market Street Saint Louis, MO 63103 |
Inverse NASDAQ-100® Strategy Fund | Investor Class | 8459.156 | 5.6823 | RBC Capital Markets LLC Mutual Fund Omnibus Processing Omnibus Attn: Mutual Fund Ops Manager 60 South Sixth Street – P08 Minneapolis, MN 55402-4400 |
Inverse NASDAQ-100® Strategy Fund | Investor Class | 32185.941 | 21.6205 | LPL Financial 4707 Executive Drive San Diego, CA 92121-3091 |
Inverse Russell 2000® Strategy Fund | Class A | 978.061 | 6.1711 | Special Custody Account For The Exclusive Benefit Of Customer Wells Fargo Clearing Services LLC 2801 Market Street Saint Louis, MO 63103 |
Inverse Russell 2000® Strategy Fund | Class A | 4980.555 | 31.4249 | LPL Financial 4707 Executive Drive San Diego, CA 92121-3091 |
Inverse Russell 2000® Strategy Fund | Class A | 2864.438 | 18.0732 | Pershing LLC 1 Pershing Plaza Jersey City, NJ 07399-0002 |
Inverse Russell 2000® Strategy Fund | Class A | 3158.253 | 19.9271 | National Financial Services LLC 499 Washington Boulevard Jersey City, NJ 07310 |
Inverse Russell 2000® Strategy Fund | Class A | 1921.23 | 12.122 | TD Ameritrade FBO/Lorraine Suzuki [Address Intentionally Omitted for Privacy Purposes] |
Inverse Russell 2000® Strategy Fund | Class C | 2417.292 | 9.8695 | NFS LLC FEBO/NFS/FMTC Rollover IRA FBO Robert C. Irvine [Address Intentionally Omitted for Privacy Purposes] |
Inverse Russell 2000® Strategy Fund | Class C | 18148.838 | 74.0997 | Schwab Special Custody Account – Reinvest for Benefit of Customers 211 Main Street San Francisco, CA 94105 |
Inverse Russell 2000® Strategy Fund | Class C | 2425.29 | 9.9021 | LPL Financial 4707 Executive Drive San Diego, CA 92121-3091 |
F-27
Fund | Share Class | Amount of Shares Owned | Percentage of the Class | Name and Address of Beneficial Owner |
Inverse Russell 2000® Strategy Fund | Class H | 67757.637 | 24.3311 | Schwab Special Custody Account – Reinvest for Benefit of Customers 211 Main Street San Francisco, CA 94105 |
Inverse Russell 2000® Strategy Fund | Class H | 49600.194 | 17.8109 | National Financial Services Corporation For Exclusive Benefit Of Our Customers Attn: Mutual Funds Department, 4th Floor 499 Washington Boulevard Jersey City, NJ 07310 |
Inverse Russell 2000® Strategy Fund | Class H | 20189.831 | 7.2499 | E*TRADE Savings Bank FBO: 75 PO Box 6503 Englewood, CO 80112 |
Inverse Russell 2000® Strategy Fund | Class H | 76439.031 | 27.4485 | LPL Financial 4707 Executive Drive San Diego, CA 92121-3091 |
Inverse Russell 2000® Strategy Fund | Class H | 15708.89 | 5.6409 | TD Ameritrade Inc. For the Exclusive Benefit of Our Clients PO Box 2226 Omaha, NE 68103-2226 |
Inverse S&P 500® Strategy Fund | Class A | 314481.486 | 84.4861 | LPL Financial 4707 Executive Drive San Diego, CA 92121-3091 |
Inverse S&P 500® Strategy Fund | Class H | 19754.96 | 15.0795 | National Financial Services Corporation For Exclusive Benefit Of Our Customers Attn: Mutual Funds Department, 4th Floor 499 Washington Boulevard Jersey City, NJ 07310 |
Inverse S&P 500® Strategy Fund | Class H | 98615.475 | 75.276 | TD Ameritrade Inc. For the Exclusive Benefit of Our Clients PO Box 2226 Omaha, NE 68103-2226 |
Inverse S&P 500® Strategy Fund | Investor Class | 145944.5 | 18.3824 | Schwab Special Custody Account – Reinvest for Benefit of Customers 211 Main Street San Francisco, CA 94105 |
Inverse S&P 500® Strategy Fund | Investor Class | 350645.972 | 44.1655 | National Financial Services Corporation For Exclusive Benefit Of Our Customers Attn: Mutual Funds Department, 4th Floor 499 Washington Boulevard Jersey City, NJ 07310 |
Inverse S&P 500® Strategy Fund | Investor Class | 54626.19 | 6.8804 | TD Ameritrade Inc. For the Exclusive Benefit of Our Clients PO Box 2226 Omaha, NE 68103-2226 |
Inverse S&P 500® Strategy Fund | Class C | 9900.148 | 23.3725 | Schwab Special Custody Account – Reinvest for Benefit of Customers 211 Main Street San Francisco, CA 94105 |
F-28
Fund | Share Class | Amount of Shares Owned | Percentage of the Class | Name and Address of Beneficial Owner |
Inverse S&P 500® Strategy Fund | Class C | 19065.822 | 45.0111 | Special Custody Account For The Exclusive Benefit Of Customer Wells Fargo Clearing Services LLC 2801 Market Street Saint Louis, MO 63103 |
Inverse S&P 500® Strategy Fund | Class C | 3758.619 | 8.8734 | LPL Financial 4707 Executive Drive San Diego, CA 92121-3091 |
| Japan 2x Strategy Fund | Class A | 84.353 | 5.03 | Judith C. Kleinberg Charitable Remain Unit Trust Judith C. Kazen TTEE Ivan J. Kaven TTEE [Address Intentionally Omitted for Privacy Purposes] |
| Japan 2x Strategy Fund | Class A | 150.38 | 8.9673 | James L. Ridderbush (RIRA) [Address Intentionally Omitted for Privacy Purposes] |
| Japan 2x Strategy Fund | Class A | 390.519 | 23.2872 | Pershing LLC 1 Pershing Plaza Jersey City, NJ 07399-0002 |
| Japan 2x Strategy Fund | Class A | 623.117 | 37.1574 | National Financial Services LLC 499 Washington Boulevard Jersey City, NJ 07310 |
| Japan 2x Strategy Fund | Class C | 33.471 | 12.4754 | Transsolutions Ret Plan/FBO Leong Ng Match Gloria Bender and Belinda Hargrove TTEES [Address Intentionally Omitted for Privacy Purposes] |
| Japan 2x Strategy Fund | Class C | 15.142 | 5.6438 | John Downing (ROTH) [Address Intentionally Omitted for Privacy Purposes] |
| Japan 2x Strategy Fund | Class C | 32.837 | 12.2391 | Charles Schwab & Co. Inc./Special Custody A/C FBO Customers Attn: Mutual Funds 101 Montgomery Street San Francisco, CA 94104-4122 |
| Japan 2x Strategy Fund | Class C | 112.57 | 41.9577 | J.P. Morgan Securities LLC/FBO 4 Chase Metrotech Center Brooklyn, NY 11245-0001 |
| Japan 2x Strategy Fund | Class C | 48.226 | 17.975 | TD Ameritrade FBO/Kwock Yee Hom Roth IRA TD Ameritrade Inc. Custodian [Address Intentionally Omitted for Privacy Purposes] |
| Japan 2x Strategy Fund | Class H | 744.887 | 6.7539 | Dean G. Sather or Nancy J. Deschane [Address Intentionally Omitted for Privacy Purposes] |
| Japan 2x Strategy Fund | Class H | 611.874 | 5.5479 | Schwab Special Custody Account – Reinvest for Benefit of Customers 211 Main Street San Francisco, CA 94105 |
F-29
Fund | Share Class | Amount of Shares Owned | Percentage of the Class | Name and Address of Beneficial Owner |
| Japan 2x Strategy Fund | Class H | 1898.505 | 17.214 | National Financial Services Corporation For Exclusive Benefit Of Our Customers Attn: Mutual Funds Department, 4th Floor 499 Washington Boulevard Jersey City, NJ 07310 |
| Japan 2x Strategy Fund | Class H | 1913.131 | 17.3466 | FolioFN Investments Inc. 8180 Greensboro Drive, 8th Floor McLean, VA 22102 |
| Japan 2x Strategy Fund | Class H | 759.255 | 6.8842 | Jay Lewis Wertman (RIRA) [Address Intentionally Omitted for Privacy Purposes] |
| Japan 2x Strategy Fund | Class H | 2674.866 | 24.2533 | TD Ameritrade Inc. For the Exclusive Benefit of Our Clients PO Box 2226 Omaha, NE 68103-2226 |
| Leisure Fund | Class A | 2681.134 | 16.9216 | Schwab Special Custody Account – Reinvest for Benefit of Customers 211 Main Street San Francisco, CA 94105 |
| Leisure Fund | Class A | 3713.969 | 23.4402 | Special Custody Account For The Exclusive Benefit Of Customer Wells Fargo Clearing Services LLC 2801 Market Street Saint Louis, MO 63103 |
| Leisure Fund | Class A | 2911.117 | 18.3731 | UBS Financial Services Inc. FBO/UBS WM USA Omni Account M/F 1000 Harbor Boulevard Weehawken, NJ 07806-6761 |
| Leisure Fund | Class A | 2,543.389 | 16.0522 | Pershing LLC 1 Pershing Plaza Jersey City, NJ 07399-0002 |
| Leisure Fund | Class A | 1088.663 | 6.8709 | National Financial Services LLC 499 Washington Boulevard Jersey City, NJ 07310 |
| Leisure Fund | Class C | 859.701 | 8.2094 | NFS LLC FEBO/NFS/FMTC Rollover IRA FBO Paul O. Dodge, Jr. [Address Intentionally Omitted for Privacy Purposes] |
| Leisure Fund | Class C | 3383.787 | 32.3125 | Pershing LLC P.O. Box 2052 Jersey City, NJ 07303-9998 |
| Leisure Fund | Class C | 1484.566 | 14.1764 | Schwab Special Custody Account – Reinvest for Benefit of Customers 211 Main Street San Francisco, CA 94105 |
| Leisure Fund | Class C | 1605.405 | 15.3303 | Special Custody Account For The Exclusive Benefit Of Customer Wells Fargo Clearing Services LLC 2801 Market Street Saint Louis, MO 63103 |
F-30
Fund | Share Class | Amount of Shares Owned | Percentage of the Class | Name and Address of Beneficial Owner |
| Leisure Fund | Class C | 681.621 | 6.5089 | UBS Financial Services Inc. FBO/UBS WM USA Omni Account M/F 1000 Harbor Boulevard Weehawken, NJ 07806-6761 |
| Leisure Fund | Class C | 665.762 | 6.3575 | LPL Financial 4707 Executive Drive San Diego, CA 92121-3091 |
| Leisure Fund | Class C | 590.177 | 5.6357 | American Enterprise Investment Services, Inc. 707 2nd Avenue South Minneapolis, MN 55402 |
| Leisure Fund | Class H | 5833.023 | 19.0089 | Trust Co Of America FBO 120 PO Box 6503 Englewood, CO 80155 |
| Leisure Fund | Class H | 19920.309 | 64.9172 | TD Ameritrade Inc. For the Exclusive Benefit of Our Clients PO Box 2226 Omaha, NE 68103-2226 |
| Leisure Fund | Investor Class | 25162.958 | 26.7501 | Schwab Special Custody Account – Reinvest for Benefit of Customers 211 Main Street San Francisco, CA 94105 |
| Leisure Fund | Investor Class | 16131.334 | 17.1488 | National Financial Services Corporation For Exclusive Benefit Of Our Customers Attn: Mutual Funds Department, 4th Floor 499 Washington Boulevard Jersey City, NJ 07310 |
| Leisure Fund | Investor Class | 16455.472 | 17.4934 | Special Custody Account For The Exclusive Benefit Of Customer Wells Fargo Clearing Services LLC 2801 Market Street Saint Louis, MO 63103 |
| Leisure Fund | Investor Class | 6712.922 | 7.1363 | LPL Financial 4707 Executive Drive San Diego, CA 92121-3091 |
| Leisure Fund | Investor Class | 5056.056 | 5.3749 | TD Ameritrade Inc. For the Exclusive Benefit of Our Clients PO Box 2226 Omaha, NE 68103-2226 |
| Long Short Equity Fund | Class A | 47654.004 | 8.1492 | National Financial Services LLC 499 Washington Boulevard Jersey City, NJ 07310 |
| Long Short Equity Fund | Class A | 55476.817 | 9.487 | Pershing LLC P.O. Box 2052 Jersey City, NJ 07303-9998 |
| Long Short Equity Fund | Class A | 43411.12 | 7.4236 | Schwab Special Custody Account – Reinvest for Benefit of Customers 211 Main Street San Francisco, CA 94105 |
F-31
Fund | Share Class | Amount of Shares Owned | Percentage of the Class | Name and Address of Beneficial Owner |
| Long Short Equity Fund | Class A | 97590.143 | 16.6887 | Morgan Stanley Smith Barney LLC For The Exclusive Benefit Of Its Customers 1 New York Plaza, Floor 12 New York, NY 10004-1901 |
| Long Short Equity Fund | Class A | 168646.97 | 28.8401 | Special Custody Account For The Exclusive Benefit Of Customer Wells Fargo Clearing Services LLC 2801 Market Street Saint Louis, MO 63103 |
| Long Short Equity Fund | Class A | 30373.496 | 5.1941 | RBC Capital Markets LLC Mutual Fund Omnibus Processing Omnibus Attn: Mutual Funds Ops Manager 60 South Sixth Street – P08 Minneapolis, MN 55402-4400 |
| Long Short Equity Fund | Class C | 6789.562 | 9.8281 | National Financial Services LLC 499 Washington Boulevard Jersey City, NJ 07310 |
| Long Short Equity Fund | Class C | 4151.626 | 6.0096 | American Enterprise Investment Services, Inc. 707 2nd Avenue South Minneapolis, MN 55402 |
| Long Short Equity Fund | Class C | 5397.951 | 7.8137 | Schwab Special Custody Account – Reinvest for Benefit of Customers 211 Main Street San Francisco, CA 94105 |
| Long Short Equity Fund | Class C | 6331.109 | 9.1644 | Morgan Stanley Smith Barney LLC For The Exclusive Benefit Of Its Customers 1 New York Plaza, Floor 12 New York, NY 10004-1901 |
| Long Short Equity Fund | Class C | 12825.679 | 18.5655 | Special Custody Account For The Exclusive Benefit Of Customer Wells Fargo Clearing Services LLC 2801 Market Street Saint Louis, MO 63103 |
| Long Short Equity Fund | Class C | 3805.849 | 5.509 | UBS Financial Services Inc. FBO/UBS WM USA Omni Account M/F 1000 Harbor Boulevard Weehawken, NJ 07806-6761 |
| Long Short Equity Fund | Class C | 13538.709 | 19.5977 | LPL Financial 4707 Executive Drive San Diego, CA 92121-3091 |
| Long Short Equity Fund | Class C | 5296.816 | 7.6673 | TD Ameritrade FBO/James LaLonde & Patricia Elise Scallan LaLonde Community Prop. [Address Intentionally Omitted for Privacy Purposes] |
| Long Short Equity Fund | Class P | 144504.357 | 26.3769 | UMB Bank NA FBO Fiduciary For Tax Deferred Acct. One Security Place Topeka, KS 66636-0001 |
F-32
Fund | Share Class | Amount of Shares Owned | Percentage of the Class | Name and Address of Beneficial Owner |
| Long Short Equity Fund | Class P | 120701.254 | 22.032 | Schwab Special Custody Account – Reinvest for Benefit of Customers 211 Main Street San Francisco, CA 94105 |
| Long Short Equity Fund | Class P | 53840.195 | 9.8276 | National Financial Services Corporation For Exclusive Benefit Of Our Customers Attn: Mutual Funds Department, 4th Floor 499 Washington Boulevard Jersey City, NJ 07310 |
| Long Short Equity Fund | Class P | 30578.633 | 5.5816 | TD Ameritrade Inc. For the Exclusive Benefit of Our Clients PO Box 2226 Omaha, NE 68103-2226 |
| Long Short Equity Fund | Institutional Class | 9072.174 | 7.7283 | Schwab Special Custody Account – Reinvest for Benefit of Customers 211 Main Street San Francisco, CA 94105 |
| Long Short Equity Fund | Institutional Class | 17776.035 | 15.1429 | National Financial Services Corporation For Exclusive Benefit Of Our Customers Attn: Mutual Funds Department, 4th Floor 499 Washington Boulevard Jersey City, NJ 07310 |
| Long Short Equity Fund | Institutional Class | 44091.364 | 37.5603 | Special Custody Account For The Exclusive Benefit Of Customer Wells Fargo Clearing Services LLC 2801 Market Street Saint Louis, MO 63103 |
| Long Short Equity Fund | Institutional Class | 19222.871 | 16.3754 | UBS Financial Services Inc. FBO/UBS WM USA Omni Account M/F 1000 Harbor Boulevard Weehawken, NJ 07806-6761 |
| Long Short Equity Fund | Institutional Class | 10272.975 | 8.7512 | LPL Financial 4707 Executive Drive San Diego, CA 92121-3091 |
| Long Short Equity Fund | Institutional Class | 7713.308 | 6.5707 | American Enterprise Investment Services, Inc. 707 2nd Avenue South Minneapolis, MN 55402 |
| Managed Futures Strategy Fund | Class A | 33168.041 | 8.2307 | NFS LLC FEBO/Mutual Funds Fractional Write Off Account Attn: Frank Adinolfi 200 Liberty Street New York, NY 10281 |
| Managed Futures Strategy Fund | Class A | 94409.173 | 23.4278 | Morgan Stanley Smith Barney LLC For The Exclusive Benefit Of Its Customers 1 New York Plaza, Floor 12 New York, NY 10004-1901 |
F-33
Fund | Share Class | Amount of Shares Owned | Percentage of the Class | Name and Address of Beneficial Owner |
| Managed Futures Strategy Fund | Class A | 48607.878 | 12.0621 | Special Custody Account For The Exclusive Benefit Of Customer Wells Fargo Clearing Services LLC 2801 Market Street Saint Louis, MO 63103 |
| Managed Futures Strategy Fund | Class A | 52740.378 | 13.0876 | LPL Financial 4707 Executive Drive San Diego, CA 92121-3091 |
| Managed Futures Strategy Fund | Class A | 42543.609 | 10.5572 | Pershing LLC 1 Pershing Plaza Jersey City, NJ 07399-0002 |
| Managed Futures Strategy Fund | Class A | 25924.299 | 6.4331 | Oppenheimer & Co. Inc. Custodian/FBO Susan M. Stocke ROTH IRA [Address Intentionally Omitted for Privacy Purposes] |
| Managed Futures Strategy Fund | Class C | 11425.562 | 8.1829 | Pershing LLC P.O. Box 2052 Jersey City, NJ 07303-9998 |
| Managed Futures Strategy Fund | Class C | 8554.408 | 6.1266 | American Enterprise Investment Services, Inc. 707 2nd Avenue South Minneapolis, MN 55402 |
| Managed Futures Strategy Fund | Class C | 26194.454 | 18.7604 | Morgan Stanley Smith Barney LLC For The Exclusive Benefit Of Its Customers 1 New York Plaza, Floor 12 New York, NY 10004-1901 |
| Managed Futures Strategy Fund | Class C | 28016.82 | 20.0656 | Special Custody Account For The Exclusive Benefit Of Customer Wells Fargo Clearing Services LLC 2801 Market Street Saint Louis, MO 63103 |
| Managed Futures Strategy Fund | Class C | 12054.91 | 8.6337 | LPL Financial 4707 Executive Drive San Diego, CA 92121-3091 |
| Managed Futures Strategy Fund | Class C | 12931.19 | 9.2613 | Raymond James/Omnibus for Mutual Funds House Account Attn: Courtney Waller 880 Carillon Parkway Saint Petersburg, FL 33716 |
| Managed Futures Strategy Fund | Class C | 12712.668 | 9.1048 | National Financial Services LLC 499 Washington Boulevard Jersey City, NJ 07310 |
| Managed Futures Strategy Fund | Class P | 158855.668 | 22.7935 | Pershing LLC P.O. Box 2052 Jersey City, NJ 07303-9998 |
| Managed Futures Strategy Fund | Class P | 82467.984 | 11.8329 | Schwab Special Custody Account – Reinvest for Benefit of Customers 211 Main Street San Francisco, CA 94105 |
F-34
Fund | Share Class | Amount of Shares Owned | Percentage of the Class | Name and Address of Beneficial Owner |
| Managed Futures Strategy Fund | Class P | 90115.985 | 12.9303 | National Financial Services Corporation For Exclusive Benefit Of Our Customers Attn: Mutual Funds Department, 4th Floor 499 Washington Boulevard Jersey City, NJ 07310 |
| Managed Futures Strategy Fund | Class P | 165123.066 | 23.6928 | Morgan Stanley Smith Barney LLC For The Exclusive Benefit Of Its Customers 1 New York Plaza, Floor 12 New York, NY 10004-1901 |
| Managed Futures Strategy Fund | Class P | 39118.688 | 5.6129 | TD Ameritrade Inc. For the Exclusive Benefit of Our Clients PO Box 2226 Omaha, NE 68103-2226 |
| Managed Futures Strategy Fund | Institutional Class | 30606.284 | 7.7353 | Schwab Special Custody Account – Reinvest for Benefit of Customers 211 Main Street San Francisco, CA 94105 |
| Managed Futures Strategy Fund | Institutional Class | 93379.021 | 23.6003 | Special Custody Account For The Exclusive Benefit Of Customer Wells Fargo Clearing Services LLC 2801 Market Street Saint Louis, MO 63103 |
| Managed Futures Strategy Fund | Institutional Class | 53070.507 | 13.4128 | UBS Financial Services Inc. FBO/UBS WM USA Omni Account M/F 1000 Harbor Boulevard Weehawken, NJ 07806-6761 |
| Managed Futures Strategy Fund | Institutional Class | 81532.891 | 20.6063 | Raymond James/Omnibus for Mutual Funds House Account Attn: Courtney Waller 880 Carillon Parkway Saint Petersburg, FL 33716 |
| Managed Futures Strategy Fund | Institutional Class | 48584.371 | 12.279 | TD Ameritrade Inc. for the Exclusive Benefit of our Clients PO Box 2226 Omaha, NE 68103-2226 |
| Managed Futures Strategy Fund | Institutional Class | 31945.734 | 8.0738 | American Enterprise Investment Services, Inc. 707 2nd Avenue South Minneapolis, MN 55402 |
| Mid-Cap 1.5x Strategy Fund | Class A | 2328.651 | 8.5188 | Schwab Special Custody Account – Reinvest for Benefit of Customers 211 Main Street San Francisco, CA 94105 |
| Mid-Cap 1.5x Strategy Fund | Class A | 1942.069 | 7.1046 | Morgan Stanley Smith Barney LLC For The Exclusive Benefit Of Its Customers 1 New York Plaza, Floor 12 New York, NY 10004-1901 |
F-35
Fund | Share Class | Amount of Shares Owned | Percentage of the Class | Name and Address of Beneficial Owner |
| Mid-Cap 1.5x Strategy Fund | Class A | 2468.651 | 9.031 | Special Custody Account For The Exclusive Benefit Of Customer Wells Fargo Clearing Services LLC 2801 Market Street Saint Louis, MO 63103 |
| Mid-Cap 1.5x Strategy Fund | Class A | 1985.309 | 7.2628 | RBC Capital Markets LLC Mutual Fund Omnibus Processing Omnibus Attn: Mutual Funds Ops Manager 60 South Sixth Street – P08 Minneapolis, MN 55402-4400 |
| Mid-Cap 1.5x Strategy Fund | Class A | 2631.368 | 9.6262 | LPL Financial 4707 Executive Drive San Diego, CA 92121-3091 |
| Mid-Cap 1.5x Strategy Fund | Class A | 1896.004 | 6.9361 | Pershing LLC 1 Pershing Plaza Jersey City, NJ 07399-0002 |
| Mid-Cap 1.5x Strategy Fund | Class A | 3202.745 | 11.7165 | Vanguard Brokerage Services P.O. Box 1170 Valley Forge, PA 19482-1170 |
| Mid-Cap 1.5x Strategy Fund | Class C | 4472.059 | 9.8463 | Pershing LLC P.O. Box 2052 Jersey City, NJ 07303-9998 |
| Mid-Cap 1.5x Strategy Fund | Class C | 36388.581 | 80.1184 | Schwab Special Custody Account – Reinvest for Benefit of Customers 211 Main Street San Francisco, CA 94105 |
| Mid-Cap 1.5x Strategy Fund | Class H | 7621.76 | 7.2553 | Schwab Special Custody Account – Reinvest for Benefit of Customers 211 Main Street San Francisco, CA 94105 |
| Mid-Cap 1.5x Strategy Fund | Class H | 10152.034 | 9.6639 | National Financial Services Corporation For Exclusive Benefit Of Our Customers Attn: Mutual Funds Department, 4th Floor 499 Washington Boulevard Jersey City, NJ 07310 |
| Mid-Cap 1.5x Strategy Fund | Class H | 10506.429 | 10.0013 | Luxor Investments LP Attn: Dr. Atef Eltoukhy GP 84 W. Santa Clara Treet, Suite 490 San Jose, CA 95113 |
| Mid-Cap 1.5x Strategy Fund | Class H | 41945.847 | 39.9293 | TD Ameritrade Inc. For the Exclusive Benefit of Our Clients PO Box 2226 Omaha, NE 68103-2226 |
Monthly Rebalance NASDAQ-100® 2x Strategy Fund | Class A | 1995.448 | 9.5158 | Pershing LLC 1 Pershing Plaza Jersey City, NJ 07399-0002 |
Monthly Rebalance NASDAQ-100® 2x Strategy Fund | Class A | 4989.031 | 23.7915 | National Financial Services LLC 499 Washington Boulevard Jersey City, NJ 07310 |
F-36
Fund | Share Class | Amount of Shares Owned | Percentage of the Class | Name and Address of Beneficial Owner |
Monthly Rebalance NASDAQ-100® 2x Strategy Fund | Class A | 8135.282 | 38.7953 | E*TRADE Savings Bank/FBO #618 PO Box 6503 Englewood, CO 80155-6503 |
Monthly Rebalance NASDAQ-100® 2x Strategy Fund | Class C | 511.318 | 10.8178 | Pershing LLC 1 Pershing Plaza Jersey City, NJ 07399-0002 |
Monthly Rebalance NASDAQ-100® 2x Strategy Fund | Class C | 890.909 | 18.8488 | Vincent P. Quigley (IRA) [Address Intentionally Omitted for Privacy Purposes] |
Monthly Rebalance NASDAQ-100® 2x Strategy Fund | Class C | 2375.01 | 50.2477 | National Financial Services LLC 499 Washington Boulevard Jersey City, NJ 07310 |
Monthly Rebalance NASDAQ-100® 2x Strategy Fund | Class C | 429.111 | 9.0786 | Stockcross Financial Services/Barbara Braham Sanborn Rev. Tr. UAD Barbara Sanborn & Ranza Boggess TTEES [Address Intentionally Omitted for Privacy Purposes] |
Monthly Rebalance NASDAQ-100® 2x Strategy Fund | Class H | 72391.708 | 7.0492 | Schwab Special Custody Account – Reinvest for Benefit of Customers 211 Main Street San Francisco, CA 94105 |
Monthly Rebalance NASDAQ-100® 2x Strategy Fund | Class H | 121289.836 | 11.8107 | E*TRADE Savings Bank/FBO: 75 PO Box 6503 Englewood, CO 80112 |
Monthly Rebalance NASDAQ-100® 2x Strategy Fund | Class H | 647847.188 | 63.0849 | TD Ameritrade Inc. for the Exclusive Benefit of our Clients PO Box 2226 Omaha, NE 68103-2226 |
| Multi-Hedge Strategies Fund | Class A | 9508.618 | 6.0261 | Pershing LLC P.O. Box 2052 Jersey City, NJ 07303-9998 |
| Multi-Hedge Strategies Fund | Class A | 48950.227 | 31.0227 | Morgan Stanley Smith Barney LLC For The Exclusive Benefit Of Its Customers 1 New York Plaza, Floor 12 New York, NY 10004-1901 |
| Multi-Hedge Strategies Fund | Class A | 12988.335 | 8.2315 | Special Custody Account For The Exclusive Benefit Of Customer Wells Fargo Clearing Services LLC 2801 Market Street Saint Louis, MO 63103 |
| Multi-Hedge Strategies Fund | Class A | 14962.358 | 9.4825 | UBS Financial Services Inc. FBO/UBS WM USA Omni Account M/F 1000 Harbor Boulevard Weehawken, NJ 07806-6761 |
F-37
Fund | Share Class | Amount of Shares Owned | Percentage of the Class | Name and Address of Beneficial Owner |
| Multi-Hedge Strategies Fund | Class A | 8995.327 | 5.7008 | LPL Financial 4707 Executive Drive San Diego, CA 92121-3091 |
| Multi-Hedge Strategies Fund | Class A | 18380.805 | 11.649 | National Financial Services LLC 499 Washington Boulevard Jersey City, NJ 07310 |
| Multi-Hedge Strategies Fund | Class C | 13565.338 | 18.156 | Merrill Lynch, Pierce, Fenner & Smith, Inc./For the Sole Benefit of its Customers 4800 Deer Lake Drive E, 3rd Floor Jacksonville, FL 32246 |
| Multi-Hedge Strategies Fund | Class C | 6429.367 | 8.6051 | National Financial Services Corporation For Exclusive Benefit Of Our Customers Attn: Mutual Funds Department, 4th Floor 499 Washington Boulevard Jersey City, NJ 07310 |
| Multi-Hedge Strategies Fund | Class C | 4590.449 | 6.1439 | American Enterprise Investment Services, Inc. 707 2nd Avenue South Minneapolis, MN 55402 |
| Multi-Hedge Strategies Fund | Class C | 5137.237 | 6.8757 | Morgan Stanley Smith Barney LLC For The Exclusive Benefit Of Its Customers 1 New York Plaza, Floor 12 New York, NY 10004-1901 |
| Multi-Hedge Strategies Fund | Class C | 9187.046 | 12.296 | Special Custody Account For The Exclusive Benefit Of Customer Wells Fargo Clearing Services LLC 2801 Market Street Saint Louis, MO 63103 |
| Multi-Hedge Strategies Fund | Class C | 16179.117 | 21.6543 | UBS Financial Services Inc. FBO/UBS WM USA Omni Account M/F 1000 Harbor Boulevard Weehawken, NJ 07806-6761 |
| Multi-Hedge Strategies Fund | Class P | 34024.424 | 11.0489 | UMB Bank NA FBO Fiduciary For Tax Deferred Acct. One Security Place Topeka, KS 66636-0001 |
| Multi-Hedge Strategies Fund | Class P | 103933.312 | 33.7507 | Schwab Special Custody Account – Reinvest for Benefit of Customers 211 Main Street San Francisco, CA 94105 |
| Multi-Hedge Strategies Fund | Class P | 40054.541 | 13.007 | National Financial Services Corporation For Exclusive Benefit Of Our Customers Attn: Mutual Funds Department, 4th Floor 499 Washington Boulevard Jersey City, NJ 07310 |
F-38
Fund | Share Class | Amount of Shares Owned | Percentage of the Class | Name and Address of Beneficial Owner |
| Multi-Hedge Strategies Fund | Class P | 20786.85 | 6.7502 | Morgan Stanley Smith Barney LLC For The Exclusive Benefit Of Its Customers 1 New York Plaza, Floor 12 New York, NY 10004-1901 |
| Multi-Hedge Strategies Fund | Class P | 52552.494 | 17.0656 | Pershing LLC 1 Pershing Plaza Jersey City, NJ 07399-0002 |
| Multi-Hedge Strategies Fund | Class P | 19439.894 | 6.3128 | TD Ameritrade Inc. For the Exclusive Benefit of Our Clients PO Box 2226 Omaha, NE 68103-2226 |
| Multi-Hedge Strategies Fund | Institutional Class | 87800.614 | 8.9311 | Schwab Special Custody Account – Reinvest for Benefit of Customers 211 Main Street San Francisco, CA 94105 |
| Multi-Hedge Strategies Fund | Institutional Class | 222313.621 | 22.6139 | UBS Financial Services Inc. FBO/UBS WM USA Omni Account M/F 1000 Harbor Boulevard Weehawken, NJ 07806-6761 |
| Multi-Hedge Strategies Fund | Institutional Class | 393542.421 | 40.0315 | American Enterprise Investment Services, Inc. 707 2nd Avenue South Minneapolis, MN 55402 |
| Multi-Hedge Strategies Fund | Institutional Class | 151161.751 | 15.3763 | TD Ameritrade Inc. for the Exclusive Benefit of our Clients PO Box 2226 Omaha, NE 68103-2226 |
NASDAQ-100® Fund | Class A | 282245.976 | 18.6705 | NFS LLC FEBO/Mutual Funds Fractional Write Off Account Attn: Frank Adinolfi 200 Liberty Street New York, NY 10281 |
NASDAQ-100® Fund | Class A | 106924.791 | 7.073 | Morgan Stanley Smith Barney LLC For The Exclusive Benefit Of Its Customers 1 New York Plaza, Floor 12 New York, NY 10004-1901 |
NASDAQ-100® Fund | Class A | 221753.409 | 14.6689 | Special Custody Account For The Exclusive Benefit Of Customer Wells Fargo Clearing Services LLC 2801 Market Street Saint Louis, MO 63103 |
NASDAQ-100® Fund | Class A | 296314.617 | 19.6012 | UBS Financial Services Inc. FBO/UBS WM USA Omni Account M/F 1000 Harbor Boulevard Weehawken, NJ 07806-6761 |
NASDAQ-100® Fund | Class A | 160617.582 | 10.6248 | Pershing LLC 1 Pershing Plaza Jersey City, NJ 07399-0002 |
F-39
Fund | Share Class | Amount of Shares Owned | Percentage of the Class | Name and Address of Beneficial Owner |
NASDAQ-100® Fund | Class C | 460142.912 | 17.1395 | NFS LLC FEBO/FMT Co Custodian IRA Rollover FBO Michael S. Wojcik [Address Intentionally Omitted for Privacy Purposes] |
NASDAQ-100® Fund | Class C | 199151.333 | 7.418 | Donaldson Lufkin Jenrette/Securities Corporation Inc. P.O. Box 2052 Jersey City, NJ -7303-9998 |
NASDAQ-100® Fund | Class C | 254513.057 | 9.4801 | Schwab Special Custody Account – Reinvest for Benefit of Customers 211 Main Street San Francisco, CA 94105 |
NASDAQ-100® Fund | Class C | 258060.582 | 9.6122 | Morgan Stanley Smith Barney LLC For The Exclusive Benefit Of Its Customers 1 New York Plaza, Floor 12 New York, NY 10004-1901 |
NASDAQ-100® Fund | Class C | 785493.565 | 29.2582 | Special Custody Account For The Exclusive Benefit Of Customer Wells Fargo Clearing Services LLC 2801 Market Street Saint Louis, MO 63103 |
NASDAQ-100® Fund | Class C | 405962.213 | 15.1213 | UBS Financial Services Inc. FBO/UBS WM USA Omni Account M/F 1000 Harbor Boulevard Weehawken, NJ 07806-6761 |
NASDAQ-100® Fund | Class H | 64843.984 | 5.8934 | Schwab Special Custody Account – Reinvest for Benefit of Customers 211 Main Street San Francisco, CA 94105 |
NASDAQ-100® Fund | Class H | 383381.792 | 34.8444 | National Financial Services Corporation For Exclusive Benefit Of Our Customers Attn: Mutual Funds Department, 4th Floor 499 Washington Boulevard Jersey City, NJ 07310 |
NASDAQ-100® Fund | Class H | 206933.744 | 18.8075 | E*TRADE Savings Bank/FBO: 75 PO Box 6503 Englewood, CO 80112 |
NASDAQ-100® Fund | Class H | 274826.146 | 24.9781 | TD Ameritrade Inc. For the Exclusive Benefit of Our Clients PO Box 2226 Omaha, NE 68103-2226 |
NASDAQ-100® Fund | Investor Class | 7343078.67 | 30.4746 | Schwab Special Custody Account – Reinvest for Benefit of Customers 211 Main Street San Francisco, CA 94105 |
F-40
Fund | Share Class | Amount of Shares Owned | Percentage of the Class | Name and Address of Beneficial Owner |
NASDAQ-100® Fund | Investor Class | 5489076.251 | 22.7803 | National Financial Services Corporation For Exclusive Benefit Of Our Customers Attn: Mutual Funds Department, 4th Floor 499 Washington Boulevard Jersey City, NJ 07310 |
NASDAQ-100® Fund | Investor Class | 2068250.409 | 8.5834 | TD Ameritrade Inc. For the Exclusive Benefit of Our Clients PO Box 2226 Omaha, NE 68103-2226 |
| Nova Fund | Class A | 25787.67 | 5.4775 | Schwab Special Custody Account – Reinvest for Benefit of Customers 211 Main Street San Francisco, CA 94105 |
| Nova Fund | Class A | 24265.291 | 5.1541 | Morgan Stanley Smith Barney LLC For The Exclusive Benefit Of Its Customers 1 New York Plaza, Floor 12 New York, NY 10004-1901 |
| Nova Fund | Class A | 250509.773 | 53.2103 | Trust Company of America For Benefit of: Darlene Herrmann P.O. Box 6503 Englewood, CO 80155 |
| Nova Fund | Class C | 33041.76 | 54.9709 | National Financial Services LLC 499 Washington Boulevard Jersey City, NJ 07310 |
| Nova Fund | Class C | 3103.904 | 5.1639 | Pershing LLC P.O. Box 2052 Jersey City, NJ 07303-9998 |
| Nova Fund | Class C | 16009.043 | 26.6339 | Schwab Special Custody Account – Reinvest for Benefit of Customers 211 Main Street San Francisco, CA 94105 |
| Nova Fund | Class H | 163579.064 | 29.7324 | E*TRADE Savings Bank/FBO 60 PO Box 6503 Englewood, CO 80155 |
| Nova Fund | Class H | 357318.851 | 64.9468 | TD Ameritrade Inc. for the Exclusive Benefit of our Clients PO Box 2226 Omaha, NE 68103-2226 |
| Nova Fund | Investor Class | 357065.048 | 13.1015 | Schwab Special Custody Account – Reinvest for Benefit of Customers 211 Main Street San Francisco, CA 94105 |
| Nova Fund | Investor Class | 375041.733 | 13.7611 | Trust Co Of America FBO 120 PO Box 6503 Englewood, CO 80155 |
F-41
Fund | Share Class | Amount of Shares Owned | Percentage of the Class | Name and Address of Beneficial Owner |
| Nova Fund | Investor Class | 624048.083 | 22.8977 | National Financial Services Corporation For Exclusive Benefit Of Our Customers Attn: Mutual Funds Department, 4th Floor 499 Washington Boulevard Jersey City, NJ 07310 |
| Nova Fund | Investor Class | 988818.012 | 36.282 | TD Ameritrade Inc. For the Exclusive Benefit of Our Clients PO Box 2226 Omaha, NE 68103-2226 |
| Precious Metals Fund | Class A | 85297.282 | 15.509 | Morgan Stanley Smith Barney LLC For The Exclusive Benefit Of Its Customers 1 New York Plaza, Floor 12 New York, NY 10004-1901 |
| Precious Metals Fund | Class A | 306297.336 | 55.6919 | LPL Financial 4707 Executive Drive San Diego, CA 92121-3091 |
| Precious Metals Fund | Class A | 54973.488 | 9.9954 | National Financial Services LLC 499 Washington Boulevard Jersey City, NJ 07310 |
| Precious Metals Fund | Class H | 31664.815 | 14.1715 | Nationwide Trust Company FSB/C/O IPO Portfolio Accounting P.O. Box 182029 Columbus, OH 43218-2029 |
| Precious Metals Fund | Class H | 19528.22 | 8.7398 | Trust Co Of America FBO 120 PO Box 6503 Englewood, CO 80155 |
| Precious Metals Fund | Class H | 127689.383 | 57.1473 | National Financial Services Corporation For Exclusive Benefit Of Our Customers Attn: Mutual Funds Department, 4th Floor 499 Washington Boulevard Jersey City, NJ 07310 |
| Precious Metals Fund | Class H | 17036.53 | 7.6246 | TD Ameritrade Inc. For the Exclusive Benefit of Our Clients PO Box 2226 Omaha, NE 68103-2226 |
| Precious Metals Fund | Class C | 8841.651 | 9.1277 | National Financial Services LLC 499 Washington Boulevard Jersey City, NJ 07310 |
| Precious Metals Fund | Class C | 27119.577 | 27.997 | Pershing LLC P.O. Box 2052 Jersey City, NJ 07303-9998 |
| Precious Metals Fund | Class C | 12726.808 | 13.1386 | Schwab Special Custody Account – Reinvest for Benefit of Customers 211 Main Street San Francisco, CA 94105 |
F-42
Fund | Share Class | Amount of Shares Owned | Percentage of the Class | Name and Address of Beneficial Owner |
| Precious Metals Fund | Class C | 6825.302 | 7.0461 | Morgan Stanley Smith Barney LLC For The Exclusive Benefit of Its Customers 1 New York Plaza, Floor 12 New York, NY 10004-1901 |
| Precious Metals Fund | Investor Class | 305021.683 | 19.5091 | Schwab Special Custody Account – Reinvest for Benefit of Customers 211 Main Street San Francisco, CA 94105 |
| Precious Metals Fund | Investor Class | 89310.32 | 5.7122 | Trust Co Of America FBO 120 PO Box 6503 Englewood, CO 80155 |
| Precious Metals Fund | Investor Class | 323224.361 | 20.6733 | National Financial Services Corporation For Exclusive Benefit Of Our Customers Attn: Mutual Funds Department, 4th Floor 499 Washington Boulevard Jersey City, NJ 07310 |
| Precious Metals Fund | Investor Class | 103354.957 | 6.6105 | TD Ameritrade Inc. For the Exclusive Benefit of Our Clients PO Box 2226 Omaha, NE 68103-2226 |
| Real Estate Fund | Class A | 989.317 | 5.2658 | Schwab Special Custody Account – Reinvest for Benefit of Customers 211 Main Street San Francisco, CA 94105 |
| Real Estate Fund | Class A | 1647.734 | 8.7704 | LPL Financial 4707 Executive Drive San Diego, CA 92121-3091 |
| Real Estate Fund | Class A | 5741.225 | 30.559 | Pershing LLC 1 Pershing Plaza Jersey City, NJ 07399-0002 |
| Real Estate Fund | Class A | 3001.093 | 15.974 | National Financial Services LLC 499 Washington Boulevard Jersey City, NJ 07310 |
| Real Estate Fund | Class C | 9206.504 | 46.6395 | Donaldson Lufkin Jenrette/Securities Corporation Inc. P.O. Box 2052 Jersey City, NJ -7303-9998 |
| Real Estate Fund | Class C | 2828.243 | 14.3276 | Special Custody Account For The Exclusive Benefit Of Customer Wells Fargo Clearing Services LLC 2801 Market Street Saint Louis, MO 63103 |
| Real Estate Fund | Class C | 2066.546 | 10.4689 | National Financial Services LLC 499 Washington Boulevard Jersey City, NJ 07310 |
F-43
Fund | Share Class | Amount of Shares Owned | Percentage of the Class | Name and Address of Beneficial Owner |
| Real Estate Fund | Class H | 55514.626 | 14.368 | National Financial Services Corporation For Exclusive Benefit Of Our Customers Attn: Mutual Funds Department, 4th Floor 499 Washington Boulevard Jersey City, NJ 07310 |
| Real Estate Fund | Class H | 29359.078 | 7.5985 | Pershing LLC 1 Pershing Plaza Jersey City, NJ 07399-0002 |
| Real Estate Fund | Class H | 222986.326 | 57.7122 | TD Ameritrade Inc. For the Exclusive Benefit of Our Clients PO Box 2226 Omaha, NE 68103-2226 |
| Retailing Fund | Class A | 2532.846 | 7.5379 | Schwab Special Custody Account – Reinvest for Benefit of Customers 211 Main Street San Francisco, CA 94105 |
| Retailing Fund | Class A | 2376.686 | 7.0731 | Special Custody Account For The Exclusive Benefit Of Customer Wells Fargo Clearing Services LLC 2801 Market Street Saint Louis, MO 63103 |
| Retailing Fund | Class A | 11253.3 | 33.4905 | LPL Financial 4707 Executive Drive San Diego, CA 92121-3091 |
| Retailing Fund | Class A | 7738.905 | 23.0315 | Pershing LLC 1 Pershing Plaza Jersey City, NJ 07399-0002 |
| Retailing Fund | Class A | 2157.502 | 6.4208 | American Enterprise Investment Services, Inc. 707 2nd Avenue South Minneapolis, MN 55402 |
| Retailing Fund | Class C | 3631.736 | 26.4283 | Pershing LLC P.O. Box 2052 Jersey City, NJ 07303-9998 |
| Retailing Fund | Class C | 2715.254 | 19.759 | Special Custody Account For The Exclusive Benefit Of Customer Wells Fargo Clearing Services LLC 2801 Market Street Saint Louis, MO 63103 |
| Retailing Fund | Class C | 2473.943 | 18.003 | LPL Financial 4707 Executive Drive San Diego, CA 92121-3091 |
| Retailing Fund | Class C | 1701.242 | 12.38 | Steven A. Rubin (RIRA) [Address Intentionally Omitted for Privacy Purposes] |
| Retailing Fund | Class C | 1046.078 | 7.6123 | TD Ameritrade FBO/Richard D. Atkins Rollover IRA [Address Intentionally Omitted for Privacy Purposes] |
F-44
Fund | Share Class | Amount of Shares Owned | Percentage of the Class | Name and Address of Beneficial Owner |
| Retailing Fund | Class H | 1647.503 | 6.0476 | Nationwide Trust Company FSB/C/O IPO Portfolio Accounting P.O. Box 182029 Columbus, OH 43218-2029 |
| Retailing Fund | Class H | 2440.595 | 8.9588 | National Financial Services Corporation For Exclusive Benefit Of Our Customers Attn: Mutual Funds Department, 4th Floor 499 Washington Boulevard Jersey City, NJ 07310 |
| Retailing Fund | Class H | 20414.877 | 74.9383 | TD Ameritrade Inc. For the Exclusive Benefit of Our Clients PO Box 2226 Omaha, NE 68103-2226 |
| Retailing Fund | Investor Class | 34064.011 | 14.047 | Pershing LLC P.O. Box 2052 Jersey City, NJ 07303-9998 |
| Retailing Fund | Investor Class | 49625.49 | 20.4641 | Schwab Special Custody Account – Reinvest for Benefit of Customers 211 Main Street San Francisco, CA 94105 |
| Retailing Fund | Investor Class | 85111.749 | 35.0976 | National Financial Services Corporation For Exclusive Benefit Of Our Customers Attn: Mutual Funds Department, 4th Floor 499 Washington Boulevard Jersey City, NJ 07310 |
| Retailing Fund | Investor Class | 37806.357 | 15.5902 | TD Ameritrade Inc. For the Exclusive Benefit of Our Clients PO Box 2226 Omaha, NE 68103-2226 |
Russell 2000® Fund | Class A | 41813.747 | 10.16 | Trust Co. of America/FBO 120 PO Box 6503 Englewood, CO 80155 |
Russell 2000® Fund | Class C | 4623.066 | 6.3746 | Donaldson Lufkin Jenrette/Securities Corporation Inc. P.O. Box 2052 Jersey City, NJ -7303-9998 |
Russell 2000® Fund | Class C | 40296.18 | 55.5638 | Special Custody Account For The Exclusive Benefit Of Customer Wells Fargo Clearing Services LLC 2801 Market Street Saint Louis, MO 63103 |
Russell 2000® Fund | Class H | 39348.455 | 12.792 | Schwab Special Custody Account – Reinvest for Benefit of Customers 211 Main Street San Francisco, CA 94105 |
Russell 2000® Fund | Class H | 99967.785 | 32.4992 | National Financial Services Corporation For Exclusive Benefit Of Our Customers Attn: Mutual Funds Department, 4th Floor 499 Washington Boulevard Jersey City, NJ 07310 |
F-45
Fund | Share Class | Amount of Shares Owned | Percentage of the Class | Name and Address of Beneficial Owner |
Russell 2000® Fund | Class H | 27241.447 | 8.8561 | Pershing LLC 1 Pershing Plaza Jersey City, NJ 07399-0002 |
Russell 2000® Fund | Class H | 90590.425 | 29.4507 | TD Ameritrade Inc. For the Exclusive Benefit of Our Clients PO Box 2226 Omaha, NE 68103-2226 |
Russell 2000® 1.5x Strategy Fund | Class A | 2791.846 | 9.1839 | National Financial Services LLC 499 Washington Boulevard Jersey City, NJ 07310 |
Russell 2000® 1.5x Strategy Fund | Class A | 5899.904 | 19.4081 | Schwab Special Custody Account – Reinvest for Benefit of Customers 211 Main Street San Francisco, CA 94105 |
Russell 2000® 1.5x Strategy Fund | Class A | 2075.9 | 6.8288 | Morgan Stanley Smith Barney LLC For The Exclusive Benefit of Its Customers 1 New York Plaza, Floor 12 New York, NY 10004-1901 |
Russell 2000® 1.5x Strategy Fund | Class A | 2879.676 | 9.4729 | Special Custody Account For The Exclusive Benefit Of Customer Wells Fargo Clearing Services LLC 2801 Market Street Saint Louis, MO 63103 |
Russell 2000® 1.5x Strategy Fund | Class A | 7799.537 | 25.6571 | RBC Capital Markets LLC Mutual Fund Omnibus Processing Omnibus Attn: Mutual Funds Ops Manager 60 South Sixth Street – P08 Minneapolis, MN 55402-4400 |
Russell 2000® 1.5x Strategy Fund | Class A | 6115.88 | 20.1186 | Pershing LLC 1 Pershing Plaza Jersey City, NJ 07399-0002 |
Russell 2000® 1.5x Strategy Fund | Class C | 119.56 | 11.2985 | National Financial Services LLC 499 Washington Boulevard Jersey City, NJ 07310 |
Russell 2000® 1.5x Strategy Fund | Class C | 149.452 | 14.1233 | Pershing LLC P.O. Box 2052 Jersey City, NJ 07303-9998 |
Russell 2000® 1.5x Strategy Fund | Class C | 317.079 | 29.9642 | Edward A. Cheesman (SEP) [Address Intentionally Omitted for Privacy Purposes] |
Russell 2000® 1.5x Strategy Fund | Class C | 240.452 | 22.7229 | Schwab Special Custody Account – Reinvest for Benefit of Customers 211 Main Street San Francisco, CA 94105 |
Russell 2000® 1.5x Strategy Fund | Class C | 136.373 | 12.8873 | Special Custody Account For The Exclusive Benefit Of Customer Wells Fargo Clearing Services LLC 2801 Market Street Saint Louis, MO 63103 |
F-46
Fund | Share Class | Amount of Shares Owned | Percentage of the Class | Name and Address of Beneficial Owner |
Russell 2000® 1.5x Strategy Fund | Class C | 56.808 | 5.3684 | TD Ameritrade FBO/Angela Eve Vicari IRA TD Ameritrade Clearing Custodian [Address Intentionally Omitted for Privacy Purposes] |
Russell 2000® 1.5x Strategy Fund | Class H | 17084.888 | 18.0692 | Leon B. Bastajian or Deanna A. Bastajian [Address Intentionally Omitted for Privacy Purposes] |
Russell 2000® 1.5x Strategy Fund | Class H | 13097.547 | 13.8521 | Schwab Special Custody Account – Reinvest for Benefit of Customers 211 Main Street San Francisco, CA 94105 |
Russell 2000® 1.5x Strategy Fund | Class H | 11122.601 | 11.7634 | National Financial Services Corporation For Exclusive Benefit Of Our Customers Attn: Mutual Funds Department, 4th Floor 499 Washington Boulevard Jersey City, NJ 07310 |
Russell 2000® 1.5x Strategy Fund | Class H | 26546.035 | 28.0754 | TD Ameritrade Inc. For the Exclusive Benefit of Our Clients PO Box 2226 Omaha, NE 68103-2226 |
S&P 500® Fund | Class A | 111772.811 | 14.7107 | Pershing LLC 1 Pershing Plaza Jersey City, NJ 07399-0002 |
S&P 500® Fund | Class A | 46578.307 | 6.1303 | National Financial Services LLC 499 Washington Boulevard Jersey City, NJ 07310 |
S&P 500® Fund | Class A | 408951.659 | 53.8232 | Trust Company of America/FBO #75 PO Box 6503 Englewood, CO 80155-6503 |
S&P 500® Fund | Class C | 51975.401 | 20.4267 | Pershing LLC P.O. Box 2052 Jersey City, NJ 07303-9998 |
S&P 500® Fund | Class C | 51752.415 | 20.339 | Special Custody Account For The Exclusive Benefit Of Customer Wells Fargo Clearing Services LLC 2801 Market Street Saint Louis, MO 63103 |
S&P 500® Fund | Class C | 45962.482 | 18.0635 | UBS Financial Services Inc. FBO/UBS WM USA Omni Account M/F 1000 Harbor Boulevard Weehawken, NJ 07806-6761 |
S&P 500® Fund | Class C | 32739.546 | 12.8668 | LPL Financial 4707 Executive Drive San Diego, CA 92121-3091 |
S&P 500® Fund | Class C | 17925.132 | 7.0447 | National Financial Services LLC 499 Washington Boulevard Jersey City, NJ 07310 |
F-47
Fund | Share Class | Amount of Shares Owned | Percentage of the Class | Name and Address of Beneficial Owner |
S&P 500® Fund | Class H | 284268.44 | 12.6743 | Schwab Special Custody Account – Reinvest for Benefit of Customers 211 Main Street San Francisco, CA 94105 |
S&P 500® Fund | Class H | 175722.977 | 7.8347 | Trust Co of America FBO 120 PO Box 6503 Englewood, CO 80155 |
S&P 500® Fund | Class H | 446005.558 | 19.8854 | National Financial Services Corporation For Exclusive Benefit Of Our Customers Attn: Mutual Funds Department, 4th Floor 499 Washington Boulevard Jersey City, NJ 07310 |
S&P 500® Fund | Class H | 133959.745 | 5.9726 | Peter S. Proll (RIRA) [Address Intentionally Omitted for Privacy Purposes] |
S&P 500® Fund | Class H | 205122.194 | 9.1455 | LPL Financial 4707 Executive Drive San Diego, CA 92121-3091 |
S&P 500® Fund | Class H | 685827.801 | 30.5781 | TD Ameritrade Inc. For the Exclusive Benefit of Our Clients PO Box 2226 Omaha, NE 68103-2226 |
S&P 500® Pure Growth Fund | Class A | 16703.891 | 9.0618 | Special Custody Account For The Exclusive Benefit Of Customer Wells Fargo Clearing Services LLC 2801 Market Street Saint Louis, MO 63103 |
S&P 500® Pure Growth Fund | Class A | 20635.368 | 11.1946 | LPL Financial 4707 Executive Drive San Diego, CA 92121-3091 |
S&P 500® Pure Growth Fund | Class A | 67826.566 | 36.7958 | Pershing LLC 1 Pershing Plaza Jersey City, NJ 07399-0002 |
S&P 500® Pure Growth Fund | Class A | 14750.804 | 8.0022 | National Financial Services LLC 499 Washington Boulevard Jersey City, NJ 07310 |
S&P 500® Pure Growth Fund | Class C | 29997.439 | 17.4965 | Pershing LLC P.O. Box 2052 Jersey City, NJ 07303-9998 |
S&P 500® Pure Growth Fund | Class C | 19942.97 | 11.632 | Schwab Special Custody Account – Reinvest for Benefit of Customers 211 Main Street San Francisco, CA 94105 |
S&P 500® Pure Growth Fund | Class C | 65077.382 | 37.9574 | Special Custody Account For The Exclusive Benefit Of Customer Wells Fargo Clearing Services LLC 2801 Market Street Saint Louis, MO 63103 |
F-48
Fund | Share Class | Amount of Shares Owned | Percentage of the Class | Name and Address of Beneficial Owner |
S&P 500® Pure Growth Fund | Class C | 13727.474 | 8.0067 | RBC Capital Markets LLC Mutual Fund Omnibus Processing Omnibus Attn: Mutual Funds Ops Manager 60 South Sixth Street – P08 Minneapolis, MN 55402-4400 |
S&P 500® Pure Growth Fund | Class C | 8641.885 | 5.0405 | National Financial Services LLC 499 Washington Boulevard Jersey City, NJ 07310 |
S&P 500® Pure Growth Fund | Class H | 56083.398 | 6.25 | Pershing LLC P.O. Box 2052 Jersey City, NJ 07303-9998 |
S&P 500® Pure Growth Fund | Class H | 86439.584 | 9.633 | Schwab Special Custody Account – Reinvest for Benefit of Customers 211 Main Street San Francisco, CA 94105 |
S&P 500® Pure Growth Fund | Class H | 122973.98 | 13.7044 | National Financial Services Corporation For Exclusive Benefit Of Our Customers Attn: Mutual Funds Department, 4th Floor 499 Washington Boulevard Jersey City, NJ 07310 |
S&P 500® Pure Growth Fund | Class H | 419486.79 | 46.7485 | E*TRADE Savings Bank FBO #65 PO Box 6503 Englewood, CO 80155-6503 |
S&P 500® Pure Growth Fund | Class H | 75387.476 | 8.4013 | TD Ameritrade Inc. For the Exclusive Benefit of Our Clients PO Box 2226 Omaha, NE 68103-2226 |
S&P 500® Pure Value Fund | Class A | 4424.417 | 10.9778 | Special Custody Account For The Exclusive Benefit Of Customer Wells Fargo Clearing Services LLC 2801 Market Street Saint Louis, MO 63103 |
S&P 500® Pure Value Fund | Class A | 5347.583 | 13.2683 | LPL Financial 4707 Executive Drive San Diego, CA 92121-3091 |
S&P 500® Pure Value Fund | Class A | 4659.109 | 11.5601 | Pershing LLC 1 Pershing Plaza Jersey City, NJ 07399-0002 |
S&P 500® Pure Value Fund | Class A | 2335.311 | 5.7943 | Edward D. Jones & Co./For the Benefit of Customers 12555 Manchester Road Saint Louis, MO 63131-3729 |
S&P 500® Pure Value Fund | Class A | 10007.395 | 24.8302 | National Financial Services LLC 499 Washington Boulevard Jersey City, NJ 07310 |
S&P 500® Pure Value Fund | Class A | 6448.462 | 15.9998 | Trust Company of America/FBO #443 PO Box 6503 Englewood, CO 80155-6503 |
F-49
Fund | Share Class | Amount of Shares Owned | Percentage of the Class | Name and Address of Beneficial Owner |
S&P 500® Pure Value Fund | Class C | 7356.73 | 21.5215 | NFS LLC FEBO/NFS/FMTC Rollover IRA FBO Paul O. Dodge, Jr. [Address Intentionally Omitted for Privacy Purposes] |
S&P 500® Pure Value Fund | Class C | 5575.51 | 16.3107 | Schwab Special Custody Account – Reinvest for Benefit of Customers 211 Main Street San Francisco, CA 94105 |
S&P 500® Pure Value Fund | Class C | 4796.301 | 14.0312 | Special Custody Account For The Exclusive Benefit Of Customer Wells Fargo Clearing Services LLC 2801 Market Street Saint Louis, MO 63103 |
S&P 500® Pure Value Fund | Class C | 6465.459 | 18.9142 | LPL Financial 4707 Executive Drive San Diego, CA 92121-3091 |
S&P 500® Pure Value Fund | Class C | 2978.174 | 8.7124 | Pershing LLC 1 Pershing Plaza Jersey City, NJ 07399-0002 |
S&P 500® Pure Value Fund | Class H | 335835.627 | 75.5892 | Trust Co of America FBO 120 PO Box 6503 Englewood, CO 80155 |
S&P 500® Pure Value Fund | Class H | 22696.098 | 5.1083 | TD Ameritrade Inc. For the Exclusive Benefit of Our Clients PO Box 2226 Omaha, NE 68103-2226 |
S&P MidCap 400® Pure Growth Fund | Class A | 16770.584 | 7.933 | Morgan Stanley Smith Barney LLC For The Exclusive Benefit of Its Customers 1 New York Plaza, Floor 12 New York, NY 10004-1901 |
S&P MidCap 400® Pure Growth Fund | Class A | 22989.723 | 10.8749 | Special Custody Account For The Exclusive Benefit Of Customer Wells Fargo Clearing Services LLC 2801 Market Street Saint Louis, MO 63103 |
S&P MidCap 400® Pure Growth Fund | Class A | 49238.985 | 23.2917 | UBS Financial Services Inc. FBO/UBS WM USA Omni Account M/F 1000 Harbor Boulevard Weehawken, NJ 07806-6761 |
S&P MidCap 400® Pure Growth Fund | Class A | 25299.476 | 11.9675 | LPL Financial 4707 Executive Drive San Diego, CA 92121-3091 |
S&P MidCap 400® Pure Growth Fund | Class A | 38096.271 | 18.0208 | Pershing LLC 1 Pershing Plaza Jersey City, NJ 07399-0002 |
S&P MidCap 400® Pure Growth Fund | Class A | 20578.819 | 9.7344 | National Financial Services LLC 499 Washington Boulevard Jersey City, NJ 07310 |
F-50
Fund | Share Class | Amount of Shares Owned | Percentage of the Class | Name and Address of Beneficial Owner |
S&P MidCap 400® Pure Growth Fund | Class C | 91624.532 | 48.5047 | Pershing LLC P.O. Box 2052 Jersey City, NJ 07303-9998 |
S&P MidCap 400® Pure Growth Fund | Class C | 11217.539 | 5.9384 | National Financial Services Corporation For Exclusive Benefit Of Our Customers Attn: Mutual Funds Department, 4th Floor 499 Washington Boulevard Jersey City, NJ 07310 |
S&P MidCap 400® Pure Growth Fund | Class C | 28991.439 | 15.3476 | Special Custody Account For The Exclusive Benefit Of Customer Wells Fargo Clearing Services LLC 2801 Market Street Saint Louis, MO 63103 |
S&P MidCap 400® Pure Growth Fund | Class C | 12948.422 | 6.8547 | UBS Financial Services Inc. FBO/UBS WM USA Omni Account M/F 1000 Harbor Boulevard Weehawken, NJ 07806-6761 |
S&P MidCap 400® Pure Growth Fund | Class H | 200751.781 | 25.8914 | Schwab Special Custody Account – Reinvest for Benefit of Customers 211 Main Street San Francisco, CA 94105 |
S&P MidCap 400® Pure Growth Fund | Class H | 333011.635 | 42.9492 | National Financial Services Corporation For Exclusive Benefit Of Our Customers Attn: Mutual Funds Department, 4th Floor 499 Washington Boulevard Jersey City, NJ 07310 |
S&P MidCap 400® Pure Growth Fund | Class H | 61955.066 | 7.9904 | TD Ameritrade Inc. For the Exclusive Benefit of Our Clients PO Box 2226 Omaha, NE 68103-2226 |
S&P MidCap 400® Pure Value Fund | Class A | 4396.92 | 21.7419 | Morgan Stanley Smith Barney LLC For The Exclusive Benefit of Its Customers 1 New York Plaza, Floor 12 New York, NY 10004-1901 |
S&P MidCap 400® Pure Value Fund | Class A | 4469.968 | 22.1031 | Pershing LLC 1 Pershing Plaza Jersey City, NJ 07399-0002 |
S&P MidCap 400® Pure Value Fund | Class A | 2529.593 | 12.5083 | NFS LLC FEBO/Richard P. Kane TTEE Elizabeth J. Kane 2001 Rev. Trust [Address Intentionally Omitted for Privacy Purposes] |
S&P MidCap 400® Pure Value Fund | Class A | 1644.697 | 8.1327 | TD Ameritrade FBO/Joseph E. Sabella & Pamela S. Sabella JT TEN [Address Intentionally Omitted for Privacy Purposes] |
S&P MidCap 400® Pure Value Fund | Class C | 15228.24 | 15228.24 | Pershing LLC P.O. Box 2052 Jersey City, NJ 07303-9998 |
F-51
Fund | Share Class | Amount of Shares Owned | Percentage of the Class | Name and Address of Beneficial Owner |
S&P MidCap 400® Pure Value Fund | Class C | 2047.334 | 8.6627 | Special Custody Account For The Exclusive Benefit Of Customer Wells Fargo Clearing Services LLC 2801 Market Street Saint Louis, MO 63103 |
S&P MidCap 400® Pure Value Fund | Class H | 34613.658 | 20.075 | Schwab Special Custody Account – Reinvest for Benefit of Customers 211 Main Street San Francisco, CA 94105 |
S&P MidCap 400® Pure Value Fund | Class H | 74056.091 | 42.9507 | National Financial Services Corporation For Exclusive Benefit Of Our Customers Attn: Mutual Funds Department, 4th Floor 499 Washington Boulevard Jersey City, NJ 07310 |
S&P MidCap 400® Pure Value Fund | Class H | 29181.254 | 16.9244 | TD Ameritrade Inc. For the Exclusive Benefit of Our Clients PO Box 2226 Omaha, NE 68103-2226 |
S&P SmallCap 600® Pure Growth Fund | Class A | 2423.687 | 6.3328 | Schwab Special Custody Account – Reinvest for Benefit of Customers 211 Main Street San Francisco, CA 94105 |
S&P SmallCap 600® Pure Growth Fund | Class A | 5318.595 | 13.897 | Special Custody Account For The Exclusive Benefit Of Customer Wells Fargo Clearing Services LLC 2801 Market Street Saint Louis, MO 63103 |
S&P SmallCap 600® Pure Growth Fund | Class A | 3956.345 | 10.3375 | UBS Financial Services Inc. FBO/UBS WM USA Omni Account M/F 1000 Harbor Boulevard Weehawken, NJ 07806-6761 |
S&P SmallCap 600® Pure Growth Fund | Class A | 4002.584 | 10.4583 | RBC Capital Markets LLC Mutual Fund Omnibus Processing Omnibus Attn: Mutual Funds Ops Manager 60 South Sixth Street – P08 Minneapolis, MN 55402-4400 |
S&P SmallCap 600® Pure Growth Fund | Class A | 5338.576 | 13.9492 | Pershing LLC 1 Pershing Plaza Jersey City, NJ 07399-0002 |
S&P SmallCap 600® Pure Growth Fund | Class A | 3217.125 | 8.406 | NFS LLC FEBO/Richard P. Kane TTEE Elizabeth J. Kane 2001 Rev. Trust [Address Intentionally Omitted for Privacy Purposes] |
S&P SmallCap 600® Pure Growth Fund | Class A | 6621.347 | 17.3009 | Trust Company of America/FBO #161 PO Box 6503 Englewood, CO 80155-6503 |
S&P SmallCap 600® Pure Growth Fund | Class C | 4768.698 | 26.5405 | Pershing LLC P.O. Box 2052 Jersey City, NJ 07303-9998 |
F-52
Fund | Share Class | Amount of Shares Owned | Percentage of the Class | Name and Address of Beneficial Owner |
S&P SmallCap 600® Pure Growth Fund | Class C | 2203.943 | 12.2662 | Schwab Special Custody Account – Reinvest for Benefit of Customers 211 Main Street San Francisco, CA 94105 |
S&P SmallCap 600® Pure Growth Fund | Class C | 3645.452 | 20.289 | Special Custody Account For The Exclusive Benefit Of Customer Wells Fargo Clearing Services LLC 2801 Market Street Saint Louis, MO 63103 |
S&P SmallCap 600® Pure Growth Fund | Class C | 974.378 | 5.4229 | Oppenheimer & Co. Inc. FBO/Patricia M. Hall [Address Intentionally Omitted for Privacy Purposes] |
S&P SmallCap 600® Pure Growth Fund | Class H | 13478.511 | 5.4753 | Schwab Special Custody Account – Reinvest for Benefit of Customers 211 Main Street San Francisco, CA 94105 |
S&P SmallCap 600® Pure Growth Fund | Class H | 53396.219 | 21.6909 | National Financial Services Corporation For Exclusive Benefit Of Our Customers Attn: Mutual Funds Department, 4th Floor 499 Washington Boulevard Jersey City, NJ 07310 |
S&P SmallCap 600® Pure Growth Fund | Class H | 120775.07 | 49.0619 | Trust Company of America Custodian FBO 25 PO Box 6503 Englewood, CO 80155-6053 |
S&P SmallCap 600® Pure Growth Fund | Class H | 18456.132 | 7.4973 | Pershing LLC 1 Pershing Plaza Jersey City, NJ 07399-0002 |
S&P SmallCap 600® Pure Growth Fund | Class H | 15317.376 | 6.2223 | TD Ameritrade Inc. For the Exclusive Benefit of Our Clients PO Box 2226 Omaha, NE 68103-2226 |
S&P SmallCap 600® Pure Value Fund | Class A | 5082.421 | 11.3114 | Special Custody Account For The Exclusive Benefit Of Customer Wells Fargo Clearing Services LLC 2801 Market Street Saint Louis, MO 63103 |
S&P SmallCap 600® Pure Value Fund | Class A | 11156.395 | 24.8297 | UBS Financial Services Inc. FBO/UBS WM USA Omni Account M/F 1000 Harbor Boulevard Weehawken, NJ 07806-6761 |
S&P SmallCap 600® Pure Value Fund | Class A | 3299.475 | 7.3433 | LPL Financial 4707 Executive Drive San Diego, CA 92121-3091 |
S&P SmallCap 600® Pure Value Fund | Class A | 11072.936 | 24.6439 | Pershing LLC 1 Pershing Plaza Jersey City, NJ 07399-0002 |
S&P SmallCap 600® Pure Value Fund | Class A | 6328.972 | 14.0857 | Trust Company of America/FBO #648 PO Box 6503 Englewood, CO 80155-6503 |
F-53
Fund | Share Class | Amount of Shares Owned | Percentage of the Class | Name and Address of Beneficial Owner |
S&P SmallCap 600® Pure Value Fund | Class C | 1762.203 | 7.1243 | Morgan Stanley Smith Barney LLC For The Exclusive Benefit of Its Customers 1 New York Plaza, Floor 12 New York, NY 10004-1901 |
S&P SmallCap 600® Pure Value Fund | Class C | 1790.893 | 7.2403 | Special Custody Account For The Exclusive Benefit Of Customer Wells Fargo Clearing Services LLC 2801 Market Street Saint Louis, MO 63103 |
S&P SmallCap 600® Pure Value Fund | Class C | 13150.009 | 53.1638 | Pershing LLC 1 Pershing Plaza Jersey City, NJ 07399-0002 |
S&P SmallCap 600® Pure Value Fund | Class H | 39230.357 | 21.2556 | Pershing LLC P.O. Box 2052 Jersey City, NJ 07303-9998 |
S&P SmallCap 600® Pure Value Fund | Class H | 23535.033 | 12.7516 | Schwab Special Custody Account – Reinvest for Benefit of Customers 211 Main Street San Francisco, CA 94105 |
S&P SmallCap 600® Pure Value Fund | Class H | 16550.566 | 8.9673 | National Financial Services Corporation For Exclusive Benefit Of Our Customers Attn: Mutual Funds Department, 4th Floor 499 Washington Boulevard Jersey City, NJ 07310 |
S&P SmallCap 600® Pure Value Fund | Class H | 40161.708 | 21.7602 | TD Ameritrade Inc. For the Exclusive Benefit of Our Clients PO Box 2226 Omaha, NE 68103-2226 |
S&P SmallCap 600® Pure Value Fund | Class H | 26601.953 | 14.4133 | Mid Atlantic Trust Company FBO/Pere Marquette Emergency Physi 401(k) Profit Sharing Plan & Trust 1251 Waterfront Place, Suite 525 Pittsburgh, PA 15222 |
| Strengthening Dollar 2x Strategy Fund | Class A | 14652.794 | 47.3045 | Schwab Special Custody Account – Reinvest for Benefit of Customers 211 Main Street San Francisco, CA 94105 |
| Strengthening Dollar 2x Strategy Fund | Class A | 8043.632 | 25.9677 | Special Custody Account For The Exclusive Benefit Of Customer Wells Fargo Clearing Services LLC 2801 Market Street Saint Louis, MO 63103 |
| Strengthening Dollar 2x Strategy Fund | Class A | 3520.373 | 11.365 | National Financial Services LLC 499 Washington Boulevard Jersey City, NJ 07310 |
| Strengthening Dollar 2x Strategy Fund | Class C | 614.563 | 29.5863 | Pershing LLC P.O. Box 2052 Jersey City, NJ 07303-9998 |
F-54
Fund | Share Class | Amount of Shares Owned | Percentage of the Class | Name and Address of Beneficial Owner |
| Strengthening Dollar 2x Strategy Fund | Class C | 183.294 | 8.8241 | Schwab Special Custody Account – Reinvest for Benefit of Customers 211 Main Street San Francisco, CA 94105 |
| Strengthening Dollar 2x Strategy Fund | Class C | 391.452 | 18.8453 | LPL Financial 4707 Executive Drive San Diego, CA 92121-3091 |
| Strengthening Dollar 2x Strategy Fund | Class C | 446.964 | 21.5177 | NFS LLC FEBO/NFS FMTC SEP IRA FBO Paul V. Esposito [Address Intentionally Omitted for Privacy Purposes] |
| Strengthening Dollar 2x Strategy Fund | Class C | 139.799 | 6.7302 | TD Ameritrade FBO/Arthur Pham [Address Intentionally Omitted for Privacy Purposes] |
| Strengthening Dollar 2x Strategy Fund | Class C | 183.467 | 8.8324 | Director of Finance State of Hawaii/Unclaimed Property Branch PO Box 150 Honolulu, HI 96810-0150 |
| Strengthening Dollar 2x Strategy Fund | Class H | 18231.731 | 16.7829 | Schwab Special Custody Account – Reinvest for Benefit of Customers 211 Main Street San Francisco, CA 94105 |
| Strengthening Dollar 2x Strategy Fund | Class H | 63373.14 | 58.3372 | Trust Company of America FBO 120 PO Box 6503 Englewood, CO 80155 |
| Strengthening Dollar 2x Strategy Fund | Class H | 6452.224 | 5.9395 | TD Ameritrade Inc. For the Exclusive Benefit of Our Clients PO Box 2226 Omaha, NE 68103-2226 |
| Technology Fund | Class A | 4695.131 | 7.2043 | Schwab Special Custody Account – Reinvest for Benefit of Customers 211 Main Street San Francisco, CA 94105 |
| Technology Fund | Class A | 5565.842 | 8.5404 | Special Custody Account For The Exclusive Benefit Of Customer Wells Fargo Clearing Services LLC 2801 Market Street Saint Louis, MO 63103 |
| Technology Fund | Class A | 21703.532 | 33.3027 | LPL Financial 4707 Executive Drive San Diego, CA 92121-3091 |
| Technology Fund | Class A | 17009.051 | 26.0993 | Pershing LLC 1 Pershing Plaza Jersey City, NJ 07399-0002 |
| Technology Fund | Class A | 3332.664 | 5.1137 | National Financial Services LLC 499 Washington Boulevard Jersey City, NJ 07310 |
| Technology Fund | Class C | 19075.981 | 37.3211 | Pershing LLC P.O. Box 2052 Jersey City, NJ 07303-9998 |
F-55
Fund | Share Class | Amount of Shares Owned | Percentage of the Class | Name and Address of Beneficial Owner |
| Technology Fund | Class C | 4379.012 | 8.5673 | Schwab Special Custody Account – Reinvest for Benefit of Customers 211 Main Street San Francisco, CA 94105 |
| Technology Fund | Class C | 13141.188 | 25.71 | Special Custody Account For The Exclusive Benefit Of Customer Wells Fargo Clearing Services LLC 2801 Market Street Saint Louis, MO 63103 |
| Technology Fund | Class C | 6049.38 | 11.8352 | LPL Financial 4707 Executive Drive San Diego, CA 92121-3091 |
| Technology Fund | Class C | 2780.265 | 5.4394 | National Financial Services LLC 499 Washington Boulevard Jersey City, NJ 07310 |
| Technology Fund | Class H | 11045.907 | 17.8002 | E*TRADE Savings Bank FBO #65 PO Box 6503 Englewood, CO 80155-6503 |
| Technology Fund | Class H | 4913.702 | 7.9183 | LPL Financial 4707 Executive Drive San Diego, CA 92121-3091 |
| Technology Fund | Class H | 36499.873 | 58.8189 | TD Ameritrade Inc. For the Exclusive Benefit of Our Clients PO Box 2226 Omaha, NE 68103-2226 |
| Technology Fund | Investor Class | 51640.956 | 8.2831 | Pershing LLC P.O. Box 2052 Jersey City, NJ 07303-9998 |
| Technology Fund | Investor Class | 302754.143 | 48.5616 | Schwab Special Custody Account – Reinvest for Benefit of Customers 211 Main Street San Francisco, CA 94105 |
| Technology Fund | Investor Class | 51973.721 | 8.3365 | National Financial Services Corporation For Exclusive Benefit Of Our Customers Attn: Mutual Funds Department, 4th Floor 499 Washington Boulevard Jersey City, NJ 07310 |
| Technology Fund | Investor Class | 62851.279 | 10.0813 | LPL Financial 4707 Executive Drive San Diego, CA 92121-3091 |
| Technology Fund | Investor Class | 104643.081 | 16.7847 | TD Ameritrade Inc. For the Exclusive Benefit of Our Clients PO Box 2226 Omaha, NE 68103-2226 |
| Telecommunications Fund | Class A | 2338.8 | 16.7142 | Schwab Special Custody Account – Reinvest for Benefit of Customers 211 Main Street San Francisco, CA 94105 |
F-56
Fund | Share Class | Amount of Shares Owned | Percentage of the Class | Name and Address of Beneficial Owner |
| Telecommunications Fund | Class A | 4147.794 | 29.6422 | UBS Financial Services Inc. FBO/UBS WM USA Omni Account M/F 1000 Harbor Boulevard Weehawken, NJ 07806-6761 |
| Telecommunications Fund | Class A | 1430.227 | 10.2211 | Pershing LLC 1 Pershing Plaza Jersey City, NJ 07399-0002 |
| Telecommunications Fund | Class A | 705.906 | 5.0447 | National Financial Services LLC 499 Washington Boulevard Jersey City, NJ 07310 |
| Telecommunications Fund | Class A | 3882.032 | 27.7429 | Equity Trust Co. Custodian FBO Edward F. McCarthy PO Box 451249 Cleveland, OH 44145 |
| Telecommunications Fund | Class C | 3460.506 | 78.9863 | Pershing LLC P.O. Box 2052 Jersey City, NJ 07303-9998 |
| Telecommunications Fund | Class C | 751.067 | 17.1431 | UBS Financial Services Inc. FBO/UBS WM USA Omni Account M/F 1000 Harbor Boulevard Weehawken, NJ 07806-6761 |
| Telecommunications Fund | Class H | 624.378 | 9.0559 | Nationwide Trust Company FSB/C/O IPO Portfolio Accounting P.O. Box 182029 Columbus, OH 43218-2029 |
| Telecommunications Fund | Class H | 1467.741 | 21.2879 | National Financial Services Corporation For Exclusive Benefit Of Our Customers Attn: Mutual Funds Department, 4th Floor 499 Washington Boulevard Jersey City, NJ 07310 |
| Telecommunications Fund | Class H | 564.205 | 8.1831 | E*TRADE Savings Bank FBO: 75 PO Box 6503 Englewood, CO 80112 |
| Telecommunications Fund | Class H | 837.258 | 12.1435 | LPL Financial 4707 Executive Drive San Diego, CA 92121-3091 |
| Telecommunications Fund | Class H | 2966.231 | 43.0219 | TD Ameritrade Inc. For the Exclusive Benefit of Our Clients PO Box 2226 Omaha, NE 68103-2226 |
| Telecommunications Fund | Investor Class | 29237.385 | 44.0585 | Schwab Special Custody Account – Reinvest for Benefit of Customers 211 Main Street San Francisco, CA 94105 |
| Telecommunications Fund | Investor Class | 9563.841 | 14.4119 | Donaldson Lufkin Jenrette Pershing Division Attn: Mutual Funds, 7th Floor PO Box 2052 Jersey City, NJ 07303 |
F-57
Fund | Share Class | Amount of Shares Owned | Percentage of the Class | Name and Address of Beneficial Owner |
| Telecommunications Fund | Investor Class | 9091.336 | 13.6999 | National Financial Services Corporation For Exclusive Benefit Of Our Customers Attn: Mutual Funds Department, 4th Floor 499 Washington Boulevard Jersey City, NJ 07310 |
| Telecommunications Fund | Investor Class | 8795.276 | 13.2538 | LPL Financial 4707 Executive Drive San Diego, CA 92121-3091 |
| Transportation Fund | Class A | 3251.294 | 5.5666 | Schwab Special Custody Account – Reinvest for Benefit of Customers 211 Main Street San Francisco, CA 94105 |
| Transportation Fund | Class A | 4536.426 | 7.7669 | Morgan Stanley Smith Barney LLC For The Exclusive Benefit of Its Customers 1 New York Plaza, Floor 12 New York, NY 10004-1901 |
| Transportation Fund | Class A | 13236.332 | 22.6624 | Special Custody Account For The Exclusive Benefit Of Customer Wells Fargo Clearing Services LLC 2801 Market Street Saint Louis, MO 63103 |
| Transportation Fund | Class A | 3000.902 | 5.1379 | UBS Financial Services Inc. FBO/UBS WM USA Omni Account M/F 1000 Harbor Boulevard Weehawken, NJ 07806-6761 |
| Transportation Fund | Class A | 5497.806 | 9.413 | LPL Financial 4707 Executive Drive San Diego, CA 92121-3091 |
| Transportation Fund | Class A | 12132.266 | 20.7721 | Pershing LLC 1 Pershing Plaza Jersey City, NJ 07399-0002 |
| Transportation Fund | Class A | 10979.971 | 18.7992 | National Financial Services LLC 499 Washington Boulevard Jersey City, NJ 07310 |
| Transportation Fund | Class C | 4255.102 | 12.5794 | NFS LLC FEBO/NFS/FMTC Rollover IRA FBO Paul O. Dodge, Jr. [Address Intentionally Omitted for Privacy Purposes] |
| Transportation Fund | Class C | 1958.372 | 5.7895 | American Enterprise Investment Services, Inc. 707 2nd Avenue South Minneapolis, MN 55402 |
| Transportation Fund | Class C | 2321.261 | 6.8623 | Morgan Stanley Smith Barney LLC For The Exclusive Benefit of Its Customers 1 New York Plaza, Floor 12 New York, NY 10004-1901 |
F-58
Fund | Share Class | Amount of Shares Owned | Percentage of the Class | Name and Address of Beneficial Owner |
| Transportation Fund | Class C | 8048.953 | 23.7952 | Special Custody Account For The Exclusive Benefit Of Customer Wells Fargo Clearing Services LLC 2801 Market Street Saint Louis, MO 63103 |
| Transportation Fund | Class C | 1869.43 | 5.5266 | LPL Financial 4707 Executive Drive San Diego, CA 92121-3091 |
| Transportation Fund | Class C | 11820.729 | 34.9457 | Pershing LLC 1 Pershing Plaza Jersey City, NJ 07399-0002 |
| Transportation Fund | Class H | 705.982 | 7.6031 | Nationwide Trust Company FSB/C/O IPO Portfolio Accounting P.O. Box 182029 Columbus, OH 43218-2029 |
| Transportation Fund | Class H | 615.524 | 6.6289 | Schwab Special Custody Account – Reinvest for Benefit of Customers 211 Main Street San Francisco, CA 94105 |
| Transportation Fund | Class H | 2779.864 | 29.9381 | National Financial Services Corporation For Exclusive Benefit Of Our Customers Attn: Mutual Funds Department, 4th Floor 499 Washington Boulevard Jersey City, NJ 07310 |
| Transportation Fund | Class H | 592.71 | 6.3832 | Pershing LLC 1 Pershing Plaza Jersey City, NJ 07399-0002 |
| Transportation Fund | Class H | 2641.408 | 28.447 | TD Ameritrade Inc. For the Exclusive Benefit of Our Clients PO Box 2226 Omaha, NE 68103-2226 |
| Transportation Fund | Class H | 674.39 | 7.2629 | TD Ameritrade Trust Company P.O. Box 17748 Denver, CO 80217-0748 |
| Transportation Fund | Investor Class | 10692.286 | 9.041 | Pershing LLC P.O. Box 2052 Jersey City, NJ 07303-9998 |
| Transportation Fund | Investor Class | 45807.611 | 38.7335 | Schwab Special Custody Account – Reinvest for Benefit of Customers 211 Main Street San Francisco, CA 94105 |
| Transportation Fund | Investor Class | 24235.904 | 20.4931 | National Financial Services Corporation For Exclusive Benefit Of Our Customers Attn: Mutual Funds Department, 4th Floor 499 Washington Boulevard Jersey City, NJ 07310 |
| Transportation Fund | Investor Class | 14002.957 | 11.8404 | Special Custody Account For The Exclusive Benefit Of Customer Wells Fargo Clearing Services LLC 2801 Market Street Saint Louis, MO 63103 |
F-59
Fund | Share Class | Amount of Shares Owned | Percentage of the Class | Name and Address of Beneficial Owner |
| Transportation Fund | Investor Class | 6364.535 | 5.3816 | LPL Financial 4707 Executive Drive San Diego, CA 92121-3091 |
| Utilities Fund | Class A | 21187.746 | 15.1158 | National Financial Services LLC 499 Washington Boulevard Jersey City, NJ 07310 |
| Utilities Fund | Class A | 24156.629 | 17.2339 | Pershing LLC P.O. Box 2052 Jersey City, NJ 07303-9998 |
| Utilities Fund | Class A | 7791.417 | 5.5585 | Schwab Special Custody Account – Reinvest for Benefit of Customers 211 Main Street San Francisco, CA 94105 |
| Utilities Fund | Class A | 24849.433 | 17.7282 | Special Custody Account For The Exclusive Benefit Of Customer Wells Fargo Clearing Services LLC 2801 Market Street Saint Louis, MO 63103 |
| Utilities Fund | Class C | 9247.613 | 5.1441 | NFS LLC FEBO/NFS/FMTC Rollover IRA FBO Paul O. Dodge, Jr. [Address Intentionally Omitted for Privacy Purposes] |
| Utilities Fund | Class C | 42627.989 | 23.7123 | Pershing LLC P.O. Box 2052 Jersey City, NJ 07303-9998 |
| Utilities Fund | Class C | 22419.108 | 12.4709 | Schwab Special Custody Account – Reinvest for Benefit of Customers 211 Main Street San Francisco, CA 94105 |
| Utilities Fund | Class C | 15576.346 | 8.6645 | Special Custody Account For The Exclusive Benefit Of Customer Wells Fargo Clearing Services LLC 2801 Market Street Saint Louis, MO 63103 |
| Utilities Fund | Class C | 61860.308 | 34.4106 | UBS Financial Services Inc. FBO/UBS WM USA Omni Account M/F 1000 Harbor Boulevard Weehawken, NJ 07806-6761 |
| Utilities Fund | Class C | 16555.442 | 9.2091 | LPL Financial 4707 Executive Drive San Diego, CA 92121-3091 |
| Utilities Fund | Class H | 4764.531 | 5.4736 | Nationwide Trust Company FSB/C/O IPO Portfolio Accounting P.O. Box 182029 Columbus, OH 43218-2029 |
| Utilities Fund | Class H | 37463.461 | 43.039 | National Financial Services Corporation For Exclusive Benefit Of Our Customers Attn: Mutual Funds Department, 4th Floor 499 Washington Boulevard Jersey City, NJ 07310 |
F-60
Fund | Share Class | Amount of Shares Owned | Percentage of the Class | Name and Address of Beneficial Owner |
| Utilities Fund | Class H | 18988.057 | 21.8139 | TD Ameritrade Inc. For the Exclusive Benefit of Our Clients PO Box 2226 Omaha, NE 68103-2226 |
| Utilities Fund | Investor Class | 186650.982 | 11.2227 | Schwab Special Custody Account – Reinvest for Benefit of Customers 211 Main Street San Francisco, CA 94105 |
| Utilities Fund | Investor Class | 275568.162 | 16.569 | National Financial Services Corporation For Exclusive Benefit Of Our Customers Attn: Mutual Funds Department, 4th Floor 499 Washington Boulevard Jersey City, NJ 07310 |
| Utilities Fund | Investor Class | 543574.058 | 32.6834 | TD Ameritrade Inc. For the Exclusive Benefit of Our Clients PO Box 2226 Omaha, NE 68103-2226 |
| Utilities Fund | Investor Class | 330498.863 | 19.8718 | SEI Private Trust Company One Freedom Valley Drive Oaks, PA 19456 |
| U.S. Government Money Market Fund | Money Market Class | 45704948.43 | 11.5363 | Trust Company of America/FBO 90 PO Box 6503 Englewood, CO 80155 |
| U.S. Government Money Market Fund | Money Market Class | 98173701.36 | 24.78 | National Financial Services Corporation For Exclusive Benefit Of Our Customers Attn: Mutual Funds Department, 4th Floor 499 Washington Boulevard Jersey City, NJ 07310 |
| Weakening Dollar 2x Strategy Fund | Class A | 362.439 | 8.0035 | NFS LLC FEBO/Mutual Funds Fractional Write Off Account Attn: Frank Adinolfi 200 Liberty Street New York, NY 10281 |
| Weakening Dollar 2x Strategy Fund | Class A | 1929.197 | 42.6012 | Schwab Special Custody Account – Reinvest for Benefit of Customers 211 Main Street San Francisco, CA 94105 |
| Weakening Dollar 2x Strategy Fund | Class A | 360.85 | 7.9684 | Marjorie J. White (IRA) [Address Intentionally Omitted for Privacy Purposes] |
| Weakening Dollar 2x Strategy Fund | Class A | 235 | 5.1893 | Raymond James/Omnibus for Mutual Funds House Account Attn: Courtney Waller 880 Carillon Parkway Saint Petersburg, FL 33716 |
| Weakening Dollar 2x Strategy Fund | Class A | 511.073 | 11.2856 | Pershing LLC 1 Pershing Plaza Jersey City, NJ 07399-0002 |
F-61
Fund | Share Class | Amount of Shares Owned | Percentage of the Class | Name and Address of Beneficial Owner |
| Weakening Dollar 2x Strategy Fund | Class A | 288.231 | 6.3648 | TD Ameritrade FBO/Simon P. Maybury & Charlotte A. Maybury JT TEN [Address Intentionally Omitted for Privacy Purposes] |
| Weakening Dollar 2x Strategy Fund | Class C | 381.02 | 82.8412 | National Financial Services LLC 499 Washington Boulevard Jersey City, NJ 07310 |
| Weakening Dollar 2x Strategy Fund | Class C | 48.889 | 10.6294 | TD Ameritrade FBO/Joseph Caffrey IRA Rollover TD Ameritrade Clearing Custodian [Address Intentionally Omitted for Privacy Purposes] |
| Weakening Dollar 2x Strategy Fund | Class H | 5917.213 | 16.0409 | Schwab Special Custody Account – Reinvest for Benefit of Customers 211 Main Street San Francisco, CA 94105 |
| Weakening Dollar 2x Strategy Fund | Class H | 11712.439 | 31.7511 | Trust Company of America FBO 120 PO Box 6503 Englewood, CO 80155 |
| Weakening Dollar 2x Strategy Fund | Class H | 2663.039 | 7.2192 | National Financial Services Corporation For Exclusive Benefit Of Our Customers Attn: Mutual Funds Department, 4th Floor 499 Washington Boulevard Jersey City, NJ 07310 |
| Weakening Dollar 2x Strategy Fund | Class H | 2573.401 | 6.9762 | Ralph C. Newmann (ROTH) [Address Intentionally Omitted for Privacy Purposes] |
| Weakening Dollar 2x Strategy Fund | Class H | 4872.883 | 13.2098 | TD Ameritrade Inc. For the Exclusive Benefit of Our Clients PO Box 2226 Omaha, NE 68103-2226 |
| Rydex Dynamic Funds | ||||
| Dow 2x Strategy Fund | Class A | 10701.516 | 9.7269 | RBC Capital Markets LLC Mutual Fund Omnibus Processing Omnibus Attn: Mutual Funds Ops Manager 60 South Sixth Street – P08 Minneapolis, MN 55402-4400 |
| Dow 2x Strategy Fund | Class A | 50224.998 | 45.651 | Pershing LLC 1 Pershing Plaza Jersey City, NJ 07399-0002 |
| Dow 2x Strategy Fund | Class A | 16679.747 | 15.1607 | National Financial Services LLC 499 Washington Boulevard Jersey City, NJ 07310 |
| Dow 2x Strategy Fund | Class C | 3592.046 | 14.9716 | Pershing LLC P.O. Box 2052 Jersey City, NJ 07303-9998 |
| Dow 2x Strategy Fund | Class C | 2610.78 | 10.8817 | Schwab Special Custody Account – Reinvest for Benefit of Customers 211 Main Street San Francisco, CA 94105 |
F-62
Fund | Share Class | Amount of Shares Owned | Percentage of the Class | Name and Address of Beneficial Owner |
| Dow 2x Strategy Fund | Class C | 5712.387 | 23.8092 | National Financial Services LLC 499 Washington Boulevard Jersey City, NJ 07310 |
| Dow 2x Strategy Fund | Class C | 1242.911 | 5.1804 | TD Ameritrade FBO/Stephen K C Lo & Charlotte Lo JT TEN [Address Intentionally Omitted for Privacy Purposes] |
| Dow 2x Strategy Fund | Class C | 1621 | 6.7563 | Oppenheimer & Co. Inc. FBO/Annette M. Nolan Intervivos Trust DTD Mark Nolan TTEE [Address Intentionally Omitted for Privacy Purposes] |
| Dow 2x Strategy Fund | Class C | 1816.141 | 7.5696 | TD Ameritrade FBO/Josh R. Cornish [Address Intentionally Omitted for Privacy Purposes] |
| Dow 2x Strategy Fund | Class H | 48112.142 | 17.0791 | Schwab Special Custody Account – Reinvest for Benefit of Customers 211 Main Street San Francisco, CA 94105 |
| Dow 2x Strategy Fund | Class H | 47363.581 | 16.8134 | National Financial Services Corporation For Exclusive Benefit Of Our Customers Attn: Mutual Funds Department, 4th Floor 499 Washington Boulevard Jersey City, NJ 07310 |
| Dow 2x Strategy Fund | Class H | 37967.316 | 13.4779 | Vicki Potaznik [Address Intentionally Omitted for Privacy Purposes] |
| Dow 2x Strategy Fund | Class H | 41209.019 | 14.6286 | TD Ameritrade FBO Matthew Clemens Rollover IRA TD Ameritrade Clearing Inc. Custodian [Address Intentionally Omitted for Privacy Purposes] |
| Inverse Dow 2x Strategy Fund | Class A | 41650.565 | 53.502 | Pershing LLC 1 Pershing Plaza Jersey City, NJ 07399-0002 |
| Inverse Dow 2x Strategy Fund | Class A | 28928.738 | 37.1603 | National Financial Services LLC 499 Washington Boulevard Jersey City, NJ 07310 |
| Inverse Dow 2x Strategy Fund | Class C | 27067.488 | 84.4042 | National Financial Services LLC 499 Washington Boulevard Jersey City, NJ 07310 |
| Inverse Dow 2x Strategy Fund | Class H | 66145.452 | 13.0242 | Schwab Special Custody Account – Reinvest for Benefit of Customers 211 Main Street San Francisco, CA 94105 |
| Inverse Dow 2x Strategy Fund | Class H | 229746.028 | 45.2375 | National Financial Services Corporation For Exclusive Benefit Of Our Customers Attn: Mutual Funds Department, 4th Floor 499 Washington Boulevard Jersey City, NJ 07310 |
F-63
Fund | Share Class | Amount of Shares Owned | Percentage of the Class | Name and Address of Beneficial Owner |
| Inverse Dow 2x Strategy Fund | Class H | 32007.518 | 6.3023 | TD Ameritrade FBO Matthew Clemens Rollover IRA TD Ameritrade Clearing Inc. Custodian [Address Intentionally Omitted for Privacy Purposes] |
Inverse NASDAQ-100® 2x Strategy Fund | Class A | 5576.17 | 21.2046 | National Financial Services LLC 499 Washington Boulevard Jersey City, NJ 07310 |
Inverse NASDAQ-100® 2x Strategy Fund | Class A | 2579.97 | 9.8109 | Morgan Stanley Smith Barney LLC For The Exclusive Benefit Of Its Customers 1 New York Plaza, Floor 12 New York, NY 10004-1901 |
Inverse NASDAQ-100® 2x Strategy Fund | Class A | 16392.208 | 62.3352 | Pershing LLC 1 Pershing Plaza Jersey City, NJ 07399-0002 |
Inverse NASDAQ-100® 2x Strategy Fund | Class C | 1258.981 | 21.2526 | National Financial Services LLC 499 Washington Boulevard Jersey City, NJ 07310 |
Inverse NASDAQ-100® 2x Strategy Fund | Class C | 2304.904 | 38.9087 | Pershing LLC P.O. Box 2052 Jersey City, NJ 07303-9998 |
Inverse NASDAQ-100® 2x Strategy Fund | Class C | 572.235 | 9.6598 | Dolores Jansson Bernhardt (IRA) [Address Intentionally Omitted for Privacy Purposes] |
Inverse NASDAQ-100® 2x Strategy Fund | Class C | 1156.189 | 19.5174 | Schwab Special Custody Account – Reinvest for Benefit of Customers 211 Main Street San Francisco, CA 94105 |
Inverse NASDAQ-100® 2x Strategy Fund | Class H | 43867.334 | 7.3375 | TD Ameritrade FBO Bonnie-Sue Brown-Widell [Address Intentionally Omitted for Privacy Purposes] |
Inverse NASDAQ-100® 2x Strategy Fund | Class H | 52172.291 | 8.7266 | Schwab Special Custody Account – Reinvest for Benefit of Customers 211 Main Street San Francisco, CA 94105 |
Inverse NASDAQ-100® 2x Strategy Fund | Class H | 61286.76 | 10.2512 | Les Linet (Roth) [Address Intentionally Omitted for Privacy Purposes] |
Inverse NASDAQ-100® 2x Strategy Fund | Class H | 103338.298 | 17.285 | National Financial Services Corporation For Exclusive Benefit Of Our Customers Attn: Mutual Funds Department, 4th Floor 499 Washington Boulevard Jersey City, NJ 07310 |
Inverse Russell 2000® 2x Strategy Fund | Class A | 201997.022 | 98.735 | National Financial Services LLC 499 Washington Boulevard Jersey City, NJ 07310 |
Inverse Russell 2000® 2x Strategy Fund | Class C | 5591.785 | 62.9611 | NFS LLC FEBO/NFS/FMTC Rollover IRA FBO Robert C. Irvine [Address Intentionally Omitted for Privacy Purposes] |
F-64
Fund | Share Class | Amount of Shares Owned | Percentage of the Class | Name and Address of Beneficial Owner |
Inverse Russell 2000® 2x Strategy Fund | Class C | 504.149 | 5.6765 | Dolores Jansson Bernhardt (IRA) [Address Intentionally Omitted for Privacy Purposes] |
Inverse Russell 2000® 2x Strategy Fund | Class C | 2348.983 | 26.4485 | Schwab Special Custody Account – Reinvest for Benefit of Customers 211 Main Street San Francisco, CA 94105 |
Inverse Russell 2000® 2x Strategy Fund | Class H | 18153.52 | 15.167 | Schwab Special Custody Account – Reinvest for Benefit of Customers 211 Main Street San Francisco, CA 94105 |
Inverse Russell 2000® 2x Strategy Fund | Class H | 27202.048 | 22.727 | National Financial Services Corporation For Exclusive Benefit Of Our Customers Attn: Mutual Funds Department, 4th Floor 499 Washington Boulevard Jersey City, NJ 07310 |
Inverse Russell 2000® 2x Strategy Fund | Class H | 6211.395 | 5.1895 | Cooper Family Foundation Attn: William Benson Bhaskar Manda [Address Intentionally Omitted for Privacy Purposes] |
Inverse Russell 2000® 2x Strategy Fund | Class H | 10314.418 | 8.6175 | Citigroup USA, Inc. FBO General Welfare Group LLC FBO Patricia Meer 227 West Monroe Street, 3rd Floor Chicago, IL 60606 |
Inverse Russell 2000® 2x Strategy Fund | Class H | 9913.198 | 8.2823 | TD Ameritrade FBO Paul Kuhn * Berrin Kuhn JT TEN [Address Intentionally Omitted for Privacy Purposes] |
Inverse S&P 500® 2x Strategy Fund | Class A | 9935.132 | 16.957 | National Financial Services LLC 499 Washington Boulevard Jersey City, NJ 07310 |
Inverse S&P 500® 2x Strategy Fund | Class A | 11694.164 | 19.9593 | Schwab Special Custody Account – Reinvest for Benefit of Customers 211 Main Street San Francisco, CA 94105 |
Inverse S&P 500® 2x Strategy Fund | Class A | 5421.1 | 9.2526 | Pershing LLC 1 Pershing Plaza Jersey City, NJ 07399-0002 |
Inverse S&P 500® 2x Strategy Fund | Class C | 4714.65 | 21.8907 | National Financial Services LLC 499 Washington Boulevard Jersey City, NJ 07310 |
Inverse S&P 500® 2x Strategy Fund | Class C | 3202.215 | 14.8682 | Pershing LLC P.O. Box 2052 Jersey City, NJ 07303-9998 |
Inverse S&P 500® 2x Strategy Fund | Class C | 3974.016 | 18.4518 | TD Ameritrade FBO/James Thomas McConville TR. FBO James Thomas McConville UA [Address Intentionally Omitted for Privacy Purposes] |
F-65
Fund | Share Class | Amount of Shares Owned | Percentage of the Class | Name and Address of Beneficial Owner |
Inverse S&P 500® 2x Strategy Fund | Class C | 1498.843 | 6.9593 | TD Ameritrade FBO/James Thomas McConville TR. FBO James Thomas McConville Irrevocable Gift Trust [Address Intentionally Omitted for Privacy Purposes] |
Inverse S&P 500® 2x Strategy Fund | Class C | 1196.329 | 5.5547 | TD Ameritrade FBO/Michael H. Davis [Address Intentionally Omitted for Privacy Purposes] |
Inverse S&P 500® 2x Strategy Fund | Class C | 1700.243 | 7.8944 | TD Ameritrade FBO/State Street Bank & Trust Company The Wildlife Conservation Society 401(k) FBO Todd John Comstock [Address Intentionally Omitted for Privacy Purposes] |
Inverse S&P 500® 2x Strategy Fund | Class H | 49579.214 | 10.1329 | Schwab Special Custody Account – Reinvest for Benefit of Customers 211 Main Street San Francisco, CA 94105 |
Inverse S&P 500® 2x Strategy Fund | Class H | 206480.825 | 42.2002 | National Financial Services Corporation For Exclusive Benefit Of Our Customers Attn: Mutual Funds Department, 4th Floor 499 Washington Boulevard Jersey City, NJ 07310 |
NASDAQ-100® 2x Strategy Fund | Class A | 49842.486 | 22.2324 | National Financial Services LLC 499 Washington Boulevard Jersey City, NJ 07310 |
NASDAQ-100® 2x Strategy Fund | Class A | 21604.205 | 9.6366 | Schwab Special Custody Account – Reinvest for Benefit of Customers 211 Main Street San Francisco, CA 94105 |
NASDAQ-100® 2x Strategy Fund | Class A | 11229.403 | 5.0089 | Special Custody Account For The Exclusive Benefit Of Customer Wells Fargo Clearing Services LLC 2801 Market Street Saint Louis, MO 63103 |
NASDAQ-100® 2x Strategy Fund | Class A | 21900.123 | 9.7686 | LPL Financial 4707 Executive Drive San Diego, CA 92121-3091 |
NASDAQ-100® 2x Strategy Fund | Class A | 37036.616 | 16.5203 | Pershing LLC 1 Pershing Plaza Jersey City, NJ 07399-0002 |
NASDAQ-100® 2x Strategy Fund | Class C | 17690.342 | 19.8933 | NFS LLC FEBO/NFS/FMTC SEP IRA FBO James Hershey [Address Intentionally Omitted for Privacy Purposes] |
NASDAQ-100® 2x Strategy Fund | Class C | 7797.691 | 8.7687 | Pershing LLC P.O. Box 2052 Jersey City, NJ 07303-9998 |
F-66
Fund | Share Class | Amount of Shares Owned | Percentage of the Class | Name and Address of Beneficial Owner |
NASDAQ-100® 2x Strategy Fund | Class C | 10799.944 | 12.1448 | Schwab Special Custody Account – Reinvest for Benefit of Customers 211 Main Street San Francisco, CA 94105 |
NASDAQ-100® 2x Strategy Fund | Class C | 11669.986 | 13.1232 | RBC Capital Markets LLC Mutual Fund Omnibus Processing Omnibus Attn: Mutual Funds Ops Manager 60 South Sixth Street – P08 Minneapolis, MN 55402-4400 |
NASDAQ-100® 2x Strategy Fund | Class C | 4739.396 | 5.3295 | Stephen H. Karshbaum [Address Intentionally Omitted for Privacy Purposes] |
NASDAQ-100® 2x Strategy Fund | Class C | 4504.701 | 5.0656 | Raymond James/Omnibus for Mutual Funds House Account Attn: Courtney Waller 880 Carillon Parkway Saint Petersburg, FL 33716 |
NASDAQ-100® 2x Strategy Fund | Class H | 388436.211 | 16.0889 | TD Ameritrade FBO Bonnie-Sue Brown-Widell [Address Intentionally Omitted for Privacy Purposes] |
NASDAQ-100® 2x Strategy Fund | Class H | 425739.182 | 17.634 | Schwab Special Custody Account – Reinvest for Benefit of Customers 211 Main Street San Francisco, CA 94105 |
NASDAQ-100® 2x Strategy Fund | Class H | 395097.425 | 16.3648 | National Financial Services Corporation For Exclusive Benefit Of Our Customers Attn: Mutual Funds Department, 4th Floor 499 Washington Boulevard Jersey City, NJ 07310 |
NASDAQ-100® 2x Strategy Fund | Class H | 218652.644 | 9.0565 | UBS Financial Services Inc. FBO/UBS WM USA Omni Account M/F 1000 Harbor Boulevard Weehawken, NJ 07086-6761 |
Russell 2000® 2x Strategy Fund | Class A | 4269.893 | 19.4466 | Special Custody Account For The Exclusive Benefit Of Customer Wells Fargo Clearing Services LLC 2801 Market Street Saint Louis, MO 63103 |
Russell 2000® 2x Strategy Fund | Class A | 1757.101 | 8.0024 | RBC Capital Markets LLC Mutual Fund Omnibus Processing Omnibus Attn: Mutual Funds Ops Manager 60 South Sixth Street – P08 Minneapolis, MN 55402-4400 |
Russell 2000® 2x Strategy Fund | Class A | 3086.414 | 14.0566 | Pershing LLC 1 Pershing Plaza Jersey City, NJ 07399-0002 |
Russell 2000® 2x Strategy Fund | Class A | 2656.676 | 12.0995 | National Financial Services LLC 499 Washington Boulevard Jersey City, NJ 07310 |
F-67
Fund | Share Class | Amount of Shares Owned | Percentage of the Class | Name and Address of Beneficial Owner |
Russell 2000® 2x Strategy Fund | Class C | 383.564 | 11.2117 | NFS LLC FEBO/NFS/FMTC Rollover IRA FBO Robert C. Irvine [Address Intentionally Omitted for Privacy Purposes] |
Russell 2000® 2x Strategy Fund | Class C | 1361.494 | 39.797 | Pershing LLC P.O. Box 2052 Jersey City, NJ 07303-9998 |
Russell 2000® 2x Strategy Fund | Class C | 175.964 | 5.1434 | Allen N. Vickrey (IRA) [Address Intentionally Omitted for Privacy Purposes] |
Russell 2000® 2x Strategy Fund | Class C | 373.038 | 10.904 | RBC Capital Markets LLC Mutual Fund Omnibus Processing Omnibus Attn: Mutual Funds Ops Manager 60 South Sixth Street – P08 Minneapolis, MN 55402-4400 |
Russell 2000® 2x Strategy Fund | Class H | 21106.841 | 13.4278 | Schwab Special Custody Account – Reinvest for Benefit of Customers 211 Main Street San Francisco, CA 94105 |
Russell 2000® 2x Strategy Fund | Class H | 22981.479 | 14.6205 | National Financial Services Corporation For Exclusive Benefit Of Our Customers Attn: Mutual Funds Department, 4th Floor 499 Washington Boulevard Jersey City, NJ 07310 |
Russell 2000® 2x Strategy Fund | Class H | 43109.559 | 27.4257 | Trust Company Of America FBO 25 PO Box 6503 Englewood, CO 80155-6053 |
Russell 2000® 2x Strategy Fund | Class H | 17513.118 | 11.1416 | TD Ameritrade Inc. For the Exclusive Benefit of Our Clients PO Box 2226 Omaha, NE 68103-2226 |
S&P 500® 2x Strategy Fund | Class A | 14330.729 | 12.3795 | NFS LLC FEBO/Mutual Funds Fractional Write Off Account Attn: Frank Adinolfi 200 Liberty Street New York, NY 10281 |
S&P 500® 2x Strategy Fund | Class A | 8450.814 | 7.3001 | Schwab Special Custody Account – Reinvest for Benefit of Customers 211 Main Street San Francisco, CA 94105 |
S&P 500® 2x Strategy Fund | Class A | 8672.495 | 7.4916 | Morgan Stanley Smith Barney LLC For The Exclusive Benefit Of Its Customers 1 New York Plaza, Floor 12 New York, NY 10004-1901 |
S&P 500® 2x Strategy Fund | Class A | 13996.342 | 12.0906 | Special Custody Account For The Exclusive Benefit Of Customer Wells Fargo Clearing Services LLC 2801 Market Street Saint Louis, MO 63103 |
F-68
Fund | Share Class | Amount of Shares Owned | Percentage of the Class | Name and Address of Beneficial Owner |
S&P 500® 2x Strategy Fund | Class A | 13795.334 | 11.917 | UBS Financial Services Inc. FBO/UBS WM USA Omni Account M/F 1000 Harbor Boulevard Weehawken, NJ 07086-6761 |
S&P 500® 2x Strategy Fund | Class A | 6587.636 | 5.6906 | RBC Capital Markets LLC Mutual Fund Omnibus Processing Omnibus Attn: Mutual Funds Ops Manager 60 South Sixth Street – P08 Minneapolis, MN 55402-4400 |
S&P 500® 2x Strategy Fund | Class A | 6273.103 | 5.4189 | LPL Financial 4707 Executive Drive San Diego, CA 92121-3091 |
S&P 500® 2x Strategy Fund | Class A | 13495.35 | 11.6578 | Pershing LLC 1 Pershing Plaza Jersey City, NJ 07399-0002 |
S&P 500® 2x Strategy Fund | Class C | 6095.662 | 5.5851 | Pershing LLC P.O. Box 2052 Jersey City, NJ 07303-9998 |
S&P 500® 2x Strategy Fund | Class C | 8042.788 | 7.3692 | Special Custody Account For The Exclusive Benefit Of Customer Wells Fargo Clearing Services LLC 2801 Market Street Saint Louis, MO 63103 |
S&P 500® 2x Strategy Fund | Class C | 16794.341 | 15.3878 | Robert E. Hillard (IRA) [Address Intentionally Omitted for Privacy Purposes] |
S&P 500® 2x Strategy Fund | Class C | 5672.15 | 5.1971 | Oppenheimer & Co. Inc. FBO/George Skaff Elias Account [Address Intentionally Omitted for Privacy Purposes] |
S&P 500® 2x Strategy Fund | Class H | 121584.803 | 9.8398 | TD Ameritrade FBO Bonnie-Sue Brown-Widell [Address Intentionally Omitted for Privacy Purposes] |
S&P 500® 2x Strategy Fund | Class H | 143505.7 | 11.6139 | Schwab Special Custody Account – Reinvest for Benefit of Customers 211 Main Street San Francisco, CA 94105 |
S&P 500® 2x Strategy Fund | Class H | 339192.958 | 27.4509 | Trust Co Of America FBO 120 PO Box 6503 Englewood, CO 80155 |
S&P 500® 2x Strategy Fund | Class H | 123535.365 | 9.9977 | National Financial Services Corporation For Exclusive Benefit Of Our Customers Attn: Mutual Funds Department, 4th Floor 499 Washington Boulevard Jersey City, NJ 07310 |
F-69
Fund | Share Class | Amount of Shares Owned | Percentage of the Class | Name and Address of Beneficial Owner |
S&P 500® 2x Strategy Fund | Class H | 185135.062 | 14.983 | Meg & Company C/C c/o Ameriserv Trust & Financial Services Company 216 Franklin Street Johnstown, PA 15901-1911 |
| Rydex Variable Trust | ||||
| Banking Fund | -- | 22031.078 | 48.2683 | Nationwide Insurance Company/NWVA4 c/o IPO Portfolio Accounting P.O. Box 182029 Columbus, OH 43218-2029 |
| Banking Fund | -- | 8485.176 | 18.5903 | Jefferson National Life Insurance Co./Attn: Separate Account 10350 Ormsby Park Place, Suite 600 Louisville, KY 40223 |
| Banking Fund | -- | 14015.955 | 30.7078 | Security Benefit Life Insurance Co./SBL Variable Annuity Account XIV One Security Benefit Place Topeka, KS 66636-0001 |
| Basic Materials Fund | -- | 42550.472 | 47.0373 | Nationwide Insurance Company/NWVA4 c/o IPO Portfolio Accounting P.O. Box 182029 Columbus, OH 43218-2029 |
| Basic Materials Fund | -- | 12199.984 | 13.4864 | Jefferson National Life Insurance Co./Attn: Separate Account 10350 Ormsby Park Place, Suite 600 Louisville, KY 40223 |
| Basic Materials Fund | -- | 25339.168 | 28.0111 | Security Benefit Life Insurance Co./SBL Variable Annuity Account XIV One Security Benefit Place Topeka, KS 66636-0001 |
| Basic Materials Fund | -- | 8438.359 | 9.3281 | Principal Life Insurance Co Cust./FBO Principal Pivot Series Variable Annuity Attn: Individual Life Accounting 711 High Street Des Moines, IA 50392 |
| Biotechnology Fund | -- | 75224.025 | 30.9034 | Nationwide Insurance Company/NWVA4 c/o IPO Portfolio Accounting P.O. Box 182029 Columbus, OH 43218-2029 |
| Biotechnology Fund | -- | 54864.416 | 22.5393 | Jefferson National Life Insurance Co./Attn: Separate Account 10350 Ormsby Park Place, Suite 600 Louisville, KY 40223 |
| Biotechnology Fund | -- | 35046.189 | 14.3976 | Security Benefit Life Insurance Co./SBL Variable Annuity Account XIV One Security Benefit Place Topeka, KS 66636-0001 |
F-70
Fund | Share Class | Amount of Shares Owned | Percentage of the Class | Name and Address of Beneficial Owner |
| Biotechnology Fund | -- | 71073.784 | 29.1984 | Midland National Life Insurance Company 430 Westown Parkway West Des Moines, IA 50266 |
| Commodities Strategy Fund | -- | 11339.924 | 28.3758 | Nationwide Insurance Company/NWVA4 c/o IPO Portfolio Accounting P.O. Box 182029 Columbus, OH 43218-2029 |
| Commodities Strategy Fund | -- | 18608.068 | 46.5628 | Jefferson National Life Insurance Co./Attn: Separate Account 10350 Ormsby Park Place, Suite 600 Louisville, KY 40223 |
| Commodities Strategy Fund | -- | 3088.753 | 7.7289 | Security Benefit Life Insurance Co./SBL Variable Annuity Account XIV One Security Benefit Place Topeka, KS 66636-0001 |
| Commodities Strategy Fund | -- | 6528.605 | 16.3364 | Principal Life Insurance Co Cust./FBO Principal Pivot Series Variable Annuity Attn: Individual Life Accounting 711 High Street Des Moines, IA 50392 |
| Consumer Products Fund | -- | 95218.773 | 35.2206 | Nationwide Insurance Company/NWVA4 c/o IPO Portfolio Accounting P.O. Box 182029 Columbus, OH 43218-2029 |
| Consumer Products Fund | -- | 139160.508 | 51.4743 | Jefferson National Life Insurance Co./Attn: Separate Account 10350 Ormsby Park Place, Suite 600 Louisville, KY 40223 |
| Consumer Products Fund | -- | 26983.143 | 9.9808 | Security Benefit Life Insurance Co./SBL Variable Annuity Account XIV One Security Benefit Place Topeka, KS 66636-0001 |
| Dow 2x Strategy Fund | -- | 73835.928 | 64.1926 | Nationwide Insurance Company/NWVA4 c/o IPO Portfolio Accounting P.O. Box 182029 Columbus, OH 43218-2029 |
| Dow 2x Strategy Fund | -- | 24849.03 | 21.6036 | Jefferson National Life Insurance Co./Attn: Separate Account 10350 Ormsby Park Place, Suite 600 Louisville, KY 40223 |
| Dow 2x Strategy Fund | -- | 15009.685 | 13.0493 | Security Benefit Life Insurance Co./SBL Variable Annuity Account XIV One Security Benefit Place Topeka, KS 66636-0001 |
| Electronics Fund | -- | 50821.925 | 64.3239 | Nationwide Insurance Company/NWVA4 c/o IPO Portfolio Accounting P.O. Box 182029 Columbus, OH 43218-2029 |
F-71
Fund | Share Class | Amount of Shares Owned | Percentage of the Class | Name and Address of Beneficial Owner |
| Electronics Fund | -- | 19302.657 | 24.4308 | Jefferson National Life Insurance Co./Attn: Separate Account 10350 Ormsby Park Place, Suite 600 Louisville, KY 40223 |
| Electronics Fund | -- | 7411.004 | 9.3799 | Security Benefit Life Insurance Co./SBL Variable Annuity Account XIV One Security Benefit Place Topeka, KS 66636-0001 |
| Energy Fund | -- | 72799.906 | 56.1606 | Nationwide Insurance Company/NWVA4 c/o IPO Portfolio Accounting P.O. Box 182029 Columbus, OH 43218-2029 |
| Energy Fund | -- | 33160.63 | 25.5813 | Jefferson National Life Insurance Co./Attn: Separate Account 10350 Ormsby Park Place, Suite 600 Louisville, KY 40223 |
| Energy Fund | -- | 20612.185 | 15.901 | Security Benefit Life Insurance Co./SBL Variable Annuity Account XIV One Security Benefit Place Topeka, KS 66636-0001 |
| Energy Services Fund | -- | 55320.493 | 48.2206 | Nationwide Insurance Company/NWVA4 c/o IPO Portfolio Accounting P.O. Box 182029 Columbus, OH 43218-2029 |
| Energy Services Fund | -- | 25757.814 | 22.452 | Jefferson National Life Insurance Co./Attn: Separate Account 10350 Ormsby Park Place, Suite 600 Louisville, KY 40223 |
| Energy Services Fund | -- | 32314.7 | 28.1674 | Security Benefit Life Insurance Co./SBL Variable Annuity Account XIV One Security Benefit Place Topeka, KS 66636-0001 |
| Europe 1.25x Strategy Fund | -- | 14052.099 | 25.5174 | Nationwide Insurance Company/NWVA4 c/o IPO Portfolio Accounting P.O. Box 182029 Columbus, OH 43218-2029 |
| Europe 1.25x Strategy Fund | -- | 34817.85 | 63.2263 | Jefferson National Life Insurance Co./Attn: Separate Account 10350 Ormsby Park Place, Suite 600 Louisville, KY 40223 |
| Europe 1.25x Strategy Fund | -- | 6187.789 | 11.2365 | Security Benefit Life Insurance Co./SBL Variable Annuity Account XIV One Security Benefit Place Topeka, KS 66636-0001 |
| Financial Services Fund | -- | 66138.059 | 60.9587 | Nationwide Insurance Company/NWVA4 c/o IPO Portfolio Accounting P.O. Box 182029 Columbus, OH 43218-2029 |
F-72
Fund | Share Class | Amount of Shares Owned | Percentage of the Class | Name and Address of Beneficial Owner |
| Financial Services Fund | -- | 22716.106 | 20.9372 | Jefferson National Life Insurance Co./Attn: Separate Account 10350 Ormsby Park Place, Suite 600 Louisville, KY 40223 |
| Financial Services Fund | -- | 15127.115 | 13.9425 | Security Benefit Life Insurance Co./SBL Variable Annuity Account XIV One Security Benefit Place Topeka, KS 66636-0001 |
| Internet Fund | -- | 52034.177 | 54.4851 | Nationwide Insurance Company/NWVA4 c/o IPO Portfolio Accounting P.O. Box 182029 Columbus, OH 43218-2029 |
| Internet Fund | -- | 15986.113 | 16.7391 | Jefferson National Life Insurance Co./Attn: Separate Account 10350 Ormsby Park Place, Suite 600 Louisville, KY 40223 |
| Internet Fund | -- | 24273.364 | 25.4167j | Security Benefit Life Insurance Co./SBL Variable Annuity Account XIV One Security Benefit Place Topeka, KS 66636-0001 |
| Inverse Dow 2x Strategy Fund | -- | 23675.586 | 65.4371 | Nationwide Insurance Company/NWVA4 c/o IPO Portfolio Accounting P.O. Box 182029 Columbus, OH 43218-2029 |
| Inverse Dow 2x Strategy Fund | -- | 7733.19 | 21.3738 | Jefferson National Life Insurance Co./Attn: Separate Account 10350 Ormsby Park Place, Suite 600 Louisville, KY 40223 |
| Inverse Dow 2x Strategy Fund | -- | 4771.768 | 13.1887 | Security Benefit Life Insurance Co./SBL Variable Annuity Account XIV One Security Benefit Place Topeka, KS 66636-0001 |
Inverse Russell 2000® Strategy Fund | -- | 9238.954 | 70.7479 | Nationwide Insurance Company/NWVA4 c/o IPO Portfolio Accounting P.O. Box 182029 Columbus, OH 43218-2029 |
Inverse Russell 2000® Strategy Fund | -- | 3428.191 | 26.2516 | Jefferson National Life Insurance Co./Attn: Separate Account 10350 Ormsby Park Place, Suite 600 Louisville, KY 40223 |
| Leisure Fund | -- | 30126.485 | 68.9539 | Nationwide Insurance Company/NWVA4 c/o IPO Portfolio Accounting P.O. Box 182029 Columbus, OH 43218-2029 |
| Leisure Fund | -- | 5911.265 | 13.5297 | Jefferson National Life Insurance Co./Attn: Separate Account 10350 Ormsby Park Place, Suite 600 Louisville, KY 40223 |
F-73
Fund | Share Class | Amount of Shares Owned | Percentage of the Class | Name and Address of Beneficial Owner |
| Leisure Fund | -- | 6804.668 | 15.5746 | Security Benefit Life Insurance Co./SBL Variable Annuity Account XIV One Security Benefit Place Topeka, KS 66636-0001 |
| Global Managed Futures Strategy Fund | -- | 276023.571 | 32.9974 | Nationwide Insurance Company/NWVA4 c/o IPO Portfolio Accounting P.O. Box 182029 Columbus, OH 43218-2029 |
| Global Managed Futures Strategy Fund | -- | 204276.84 | 24.4204 | Jefferson National Life Insurance Co./Attn: Separate Account 10350 Ormsby Park Place, Suite 600 Louisville, KY 40223 |
| Global Managed Futures Strategy Fund | -- | 65319.246 | 7.8086 | Security Benefit Life Insurance Co./SBL Variable Annuity Account XIV One Security Benefit Place Topeka, KS 66636-0001 |
| Global Managed Futures Strategy Fund | -- | 169114.162 | 20.2168 | AXA Equitable Life Insurance Company Separate Account 49 1290 Avenue of the Americas New York, NY 10104 |
| Government Long Bond 1.2x Strategy Fund | -- | 715437.126 | 46.9246 | Nationwide Insurance Company/NWVA4 c/o IPO Portfolio Accounting P.O. Box 182029 Columbus, OH 43218-2029 |
| Government Long Bond 1.2x Strategy Fund | -- | 632739.133 | 41.5005 | Jefferson National Life Insurance Co./Attn: Separate Account 10350 Ormsby Park Place, Suite 600 Louisville, KY 40223 |
| Government Long Bond 1.2x Strategy Fund | -- | 91707.679 | 6.0149 | Midland National Life Insurance Co./Attn: Variable Annuity Department PO Box 79907 West Des Moines, IA 50325-0907 |
| Health Care Fund | -- | 147282.688 | 58.0817 | Nationwide Insurance Company/NWVA4 c/o IPO Portfolio Accounting P.O. Box 182029 Columbus, OH 43218-2029 |
| Health Care Fund | -- | 48882.239 | 19.2769 | Jefferson National Life Insurance Co./Attn: Separate Account 10350 Ormsby Park Place, Suite 600 Louisville, KY 40223 |
| Health Care Fund | -- | 47623.655 | 18.7806 | Security Benefit Life Insurance Co./SBL Variable Annuity Account XIV One Security Benefit Place Topeka, KS 66636-0001 |
| High Yield Strategy Fund | -- | 5431.072 | 10.5001 | Jefferson National Life Insurance Co./Attn: Separate Account 10350 Ormsby Park Place, Suite 600 Louisville, KY 40223 |
F-74
Fund | Share Class | Amount of Shares Owned | Percentage of the Class | Name and Address of Beneficial Owner |
| High Yield Strategy Fund | -- | 7367.076 | 14.2431 | Security Benefit Life Insurance Co./SBL Variable Annuity Account XIV One Security Benefit Place Topeka, KS 66636-0001 |
| High Yield Strategy Fund | -- | 26795.575 | 51.8052 | Guggenheim Funds Distributors LLC 227 West Monroe Street, Suite 4800 Chicago, IL 60606 |
| High Yield Strategy Fund | -- | 12129.955 | 23.4514 | Nationwide Insurance Company/NWVA4 c/o IPO Portfolio Accounting P.O. Box 182029 Columbus, OH 43218-2029 |
| Inverse Government Long Bond Strategy Fund | -- | 6663.978 | 21.0678 | Nationwide Insurance Company/NWVA4 c/o IPO Portfolio Accounting P.O. Box 182029 Columbus, OH 43218-2029 |
| Inverse Government Long Bond Strategy Fund | -- | 16958.69 | 53.614 | Jefferson National Life Insurance Co./Attn: Separate Account 10350 Ormsby Park Place, Suite 600 Louisville, KY 40223 |
| Inverse Government Long Bond Strategy Fund | -- | 5081.43 | 16.0646 | Security Benefit Life Insurance Co./SBL Variable Annuity Account XIV One Security Benefit Place Topeka, KS 66636-0001 |
| Inverse Mid-Cap Strategy Fund | -- | 3254.904 | 64.8856 | Nationwide Insurance Company/NWVA4 c/o IPO Portfolio Accounting P.O. Box 182029 Columbus, OH 43218-2029 |
| Inverse Mid-Cap Strategy Fund | -- | 1596.447 | 31.8247 | Jefferson National Life Insurance Co./Attn: Separate Account 10350 Ormsby Park Place, Suite 600 Louisville, KY 40223 |
Inverse NASDAQ-100® Strategy Fund | -- | 6111.596 | 21.5908 | Nationwide Insurance Company/NWVA4 c/o IPO Portfolio Accounting P.O. Box 182029 Columbus, OH 43218-2029 |
Inverse NASDAQ-100® Strategy Fund | -- | 10859.333 | 38.3635 | Jefferson National Life Insurance Co./Attn: Separate Account 10350 Ormsby Park Place, Suite 600 Louisville, KY 40223 |
Inverse NASDAQ-100® Strategy Fund | -- | 8132.555 | 28.7304 | Ameritas Life Insurance Corp./Separate Account LLVA Attn: Variable Trades 5900 O Street Lincoln, NE 68510 |
Inverse NASDAQ-100® Strategy Fund | -- | 2209.851 | 7.8068 | Security Benefit Life Insurance Co./SBL Variable Annuity Account XIV One Security Benefit Place Topeka, KS 66636-0001 |
F-75
Fund | Share Class | Amount of Shares Owned | Percentage of the Class | Name and Address of Beneficial Owner |
Inverse S&P 500® Strategy Fund | -- | 16729.291 | 36.5329 | Nationwide Insurance Company/NWVA4 c/o IPO Portfolio Accounting P.O. Box 182029 Columbus, OH 43218-2029 |
Inverse S&P 500® Strategy Fund | -- | 13304.678 | 29.0543 | Jefferson National Life Insurance Co./Attn: Separate Account 10350 Ormsby Park Place, Suite 600 Louisville, KY 40223 |
Inverse S&P 500® Strategy Fund | -- | 8028.675 | 17.5327 | Ameritas Life Insurance Corp./Separate Account LLVA Attn: Variable Trades 5900 O Street Lincoln, NE 68510 |
Inverse S&P 500® Strategy Fund | -- | 6583.152 | 14.3761 | Security Benefit Life Insurance Co./SBL Variable Annuity Account XIV One Security Benefit Place Topeka, KS 66636-0001 |
| Japan 2x Strategy Fund | -- | 10327.508 | 46.9691 | Nationwide Insurance Company/NWVA4 c/o IPO Portfolio Accounting P.O. Box 182029 Columbus, OH 43218-2029 |
| Japan 2x Strategy Fund | -- | 5372.878 | 24.4356 | Jefferson National Life Insurance Co./Attn: Separate Account 10350 Ormsby Park Place, Suite 600 Louisville, KY 40223 |
| Japan 2x Strategy Fund | -- | 5579.53 | 25.3754 | Security Benefit Life Insurance Co./SBL Variable Annuity Account XIV One Security Benefit Place Topeka, KS 66636-0001 |
| Long Short Equity Fund | -- | 473712.365 | 21.7479 | Nationwide Insurance Company/NWVA4 c/o IPO Portfolio Accounting P.O. Box 182029 Columbus, OH 43218-2029 |
| Long Short Equity Fund | -- | 179425.185 | 8.2373 | Jefferson National Life Insurance Co./Attn: Separate Account 10350 Ormsby Park Place, Suite 600 Louisville, KY 40223 |
| Long Short Equity Fund | -- | 742438.478 | 34.0851 | Security Benefit Life Insurance Co./SBL Variable Annuity Account XIV One Security Benefit Place Topeka, KS 66636-0001 |
| Long Short Equity Fund | -- | 281798.771 | 12.9372 | The Lincoln National Life Insurance Company 1300 South Clinton Street Fort Wayne, IN 46802 |
| Mid-Cap 1.5x Strategy Fund | -- | 157738.232 | 54.9298 | Nationwide Insurance Company/NWVA4 c/o IPO Portfolio Accounting P.O. Box 182029 Columbus, OH 43218-2029 |
F-76
Fund | Share Class | Amount of Shares Owned | Percentage of the Class | Name and Address of Beneficial Owner |
| Mid-Cap 1.5x Strategy Fund | -- | 62147.283 | 21.6418 | Jefferson National Life Insurance Co./Attn: Separate Account 10350 Ormsby Park Place, Suite 600 Louisville, KY 40223 |
| Mid-Cap 1.5x Strategy Fund | -- | 64172.951 | 22.3472 | Security Benefit Life Insurance Co./SBL Variable Annuity Account XIV One Security Benefit Place Topeka, KS 66636-0001 |
| Multi-Hedge Strategies Fund | -- | 857536.503 | 56.2436 | Nationwide Insurance Company/NWVA4 c/o IPO Portfolio Accounting P.O. Box 182029 Columbus, OH 43218-2029 |
| Multi-Hedge Strategies Fund | -- | 94906.389 | 6.2246 | Jefferson National Life Insurance Co./Attn: Separate Account 10350 Ormsby Park Place, Suite 600 Louisville, KY 40223 |
| Multi-Hedge Strategies Fund | -- | 94823.86 | 6.2192 | Security Benefit Life Insurance Co./SBL Variable Annuity Account XIV One Security Benefit Place Topeka, KS 66636-0001 |
| Multi-Hedge Strategies Fund | -- | 85233.195 | 5.5902 | Midland National Life Insurance Company 4350 Westown Parkway West Des Moines, IA 50266 |
| Multi-Hedge Strategies Fund | -- | 203883.982 | 13.3722 | The Lincoln National Life Insurance Company 1300 South Clinton Street Fort Wayne, IN 46802 |
NASDAQ-100® Fund | -- | 452744.879 | 27.7914 | Nationwide Insurance Company/NWVA4 c/o IPO Portfolio Accounting P.O. Box 182029 Columbus, OH 43218-2029 |
NASDAQ-100® Fund | -- | 372368.456 | 22.8575 | Jefferson National Life Insurance Co./Attn: Separate Account 10350 Ormsby Park Place, Suite 600 Louisville, KY 40223 |
NASDAQ-100® Fund | -- | 85150.658 | 5.2269 | Ameritas Life Insurance Corp./Separate Account LLVA Attn: Variable Trades 5900 O Street Lincoln, NE 68510 |
NASDAQ-100® Fund | -- | 122103.339 | 7.4952 | GE Life and Annuity Insurance Co./Attn: Variable Accounting 6610 West Broad Street Richmond, VA 23230 |
NASDAQ-100® Fund | -- | 150867.229 | 9.2608 | Security Benefit Life Insurance Co./SBL Variable Annuity Account XIV One Security Benefit Place Topeka, KS 66636-0001 |
F-77
Fund | Share Class | Amount of Shares Owned | Percentage of the Class | Name and Address of Beneficial Owner |
NASDAQ-100® Fund | -- | 197348.742 | 12.1141 | Prudential Annuities Life Assurance Co./Attn: Separate Accounts Trade Confirms 213 Washington Street, Floor 7 Newark, NJ 07102 |
NASDAQ-100® 2x Strategy Fund | -- | 404331.821 | 34.2536 | Nationwide Insurance Company/NWVA4 c/o IPO Portfolio Accounting P.O. Box 182029 Columbus, OH 43218-2029 |
NASDAQ-100® 2x Strategy Fund | -- | 565192.185 | 47.8811 | Jefferson National Life Insurance Co./Attn: Separate Account 10350 Ormsby Park Place, Suite 600 Louisville, KY 40223 |
NASDAQ-100® 2x Strategy Fund | -- | 201590.847 | 17.078 | Security Benefit Life Insurance Co./SBL Variable Annuity Account XIV One Security Benefit Place Topeka, KS 66636-0001 |
| Nova Fund | -- | 72946.768 | 24.3068 | Nationwide Insurance Company/NWVA4 c/o IPO Portfolio Accounting P.O. Box 182029 Columbus, OH 43218-2029 |
| Nova Fund | -- | 165087.903 | 55.0095 | Jefferson National Life Insurance Co./Attn: Separate Account 10350 Ormsby Park Place, Suite 600 Louisville, KY 40223 |
| Nova Fund | -- | 20295.872 | 6.7628 | Security Benefit Life Insurance Co./SBL Variable Annuity Account XIV One Security Benefit Place Topeka, KS 66636-0001 |
| Precious Metals Fund | -- | 261254.791 | 38.0727 | Nationwide Insurance Company/NWVA4 c/o IPO Portfolio Accounting P.O. Box 182029 Columbus, OH 43218-2029 |
| Precious Metals Fund | -- | 196638.364 | 28.6561 | Jefferson National Life Insurance Co./Attn: Separate Account 10350 Ormsby Park Place, Suite 600 Louisville, KY 40223 |
| Precious Metals Fund | -- | 109251.466 | 15.9212 | Ameritas Life Insurance Corp./Separate Account LLVA Attn: Variable Trades 5900 O Street Lincoln, NE 68510 |
| Precious Metals Fund | -- | 111315.912 | 16.222 | Security Benefit Life Insurance Co./SBL Variable Annuity Account XIV One Security Benefit Place Topeka, KS 66636-0001 |
| Real Estate Fund | -- | 124052.31 | 33.4487 | Nationwide Insurance Company/NWVA4 c/o IPO Portfolio Accounting P.O. Box 182029 Columbus, OH 43218-2029 |
F-78
Fund | Share Class | Amount of Shares Owned | Percentage of the Class | Name and Address of Beneficial Owner |
| Real Estate Fund | -- | 120166.636 | 32.401 | Jefferson National Life Insurance Co./Attn: Separate Account 10350 Ormsby Park Place, Suite 600 Louisville, KY 40223 |
| Real Estate Fund | -- | 120185.75 | 32.4062 | Security Benefit Life Insurance Co./SBL Variable Annuity Account XIV One Security Benefit Place Topeka, KS 66636-0001 |
| Retailing Fund | -- | 26638.238 | 53.5674 | Nationwide Insurance Company/NWVA4 c/o IPO Portfolio Accounting P.O. Box 182029 Columbus, OH 43218-2029 |
| Retailing Fund | -- | 8836.81 | 17.7701 | Jefferson National Life Insurance Co./Attn: Separate Account 10350 Ormsby Park Place, Suite 600 Louisville, KY 40223 |
| Retailing Fund | -- | 10971.904 | 22.0636 | Security Benefit Life Insurance Co./SBL Variable Annuity Account XIV One Security Benefit Place Topeka, KS 66636-0001 |
Russell 2000® 1.5x Strategy Fund | -- | 39912.794 | 48.81 | Nationwide Insurance Company/NWVA4 c/o IPO Portfolio Accounting P.O. Box 182029 Columbus, OH 43218-2029 |
Russell 2000® 1.5x Strategy Fund | -- | 12384.694 | 15.1454 | Jefferson National Life Insurance Co./Attn: Separate Account 10350 Ormsby Park Place, Suite 600 Louisville, KY 40223 |
Russell 2000® 1.5x Strategy Fund | -- | 18584.134 | 22.7268 | Ameritas Life Insurance Corp./Separate Account LLVA Attn: Variable Trades 5900 O Street Lincoln, NE 68510 |
Russell 2000® 1.5x Strategy Fund | -- | 10847.457 | 13.2655 | Security Benefit Life Insurance Co./SBL Variable Annuity Account XIV One Security Benefit Place Topeka, KS 66636-0001 |
Russell 2000® 2x Strategy Fund | -- | 3426.624 | 37.7558 | Jefferson National Life Insurance Co./Attn: Separate Account 10350 Ormsby Park Place, Suite 600 Louisville, KY 40223 |
Russell 2000® 2x Strategy Fund | -- | 5584.189 | 61.5287 | Security Benefit Life Insurance Co./SBL Variable Annuity Account XIV One Security Benefit Place Topeka, KS 66636-0001 |
S&P 500® 2x Strategy Fund | -- | 90680.455 | 58.1062 | Nationwide Insurance Company/NWVA4 c/o IPO Portfolio Accounting P.O. Box 182029 Columbus, OH 43218-2029 |
F-79
Fund | Share Class | Amount of Shares Owned | Percentage of the Class | Name and Address of Beneficial Owner |
S&P 500® 2x Strategy Fund | -- | 49769.834 | 31.8915 | Jefferson National Life Insurance Co./Attn: Separate Account 10350 Ormsby Park Place, Suite 600 Louisville, KY 40223 |
S&P 500® 2x Strategy Fund | -- | 13923.422 | 8.9218 | Security Benefit Life Insurance Co./SBL Variable Annuity Account XIV One Security Benefit Place Topeka, KS 66636-0001 |
S&P 500® Pure Growth Fund | -- | 471123.862 | 60.6413 | Nationwide Insurance Company/NWVA4 c/o IPO Portfolio Accounting P.O. Box 182029 Columbus, OH 43218-2029 |
S&P 500® Pure Growth Fund | -- | 115045.892 | 14.8082 | Jefferson National Life Insurance Co./Attn: Separate Account 10350 Ormsby Park Place, Suite 600 Louisville, KY 40223 |
S&P 500® Pure Growth Fund | -- | 100257.361 | 12.9047 | Security Benefit Life Insurance Co./SBL Variable Annuity Account XIV One Security Benefit Place Topeka, KS 66636-0001 |
S&P 500® Pure Growth Fund | -- | 79846.706 | 10.2775 | Midland National Life Insurance Company 4350 Westown Parkway West Des Moines, IA 50266 |
S&P 500® Pure Value Fund | -- | 341421.858 | 62.0544 | Nationwide Insurance Company/NWVA4 c/o IPO Portfolio Accounting P.O. Box 182029 Columbus, OH 43218-2029 |
S&P 500® Pure Value Fund | -- | 60745.776 | 11.0407 | Jefferson National Life Insurance Co./Attn: Separate Account 10350 Ormsby Park Place, Suite 600 Louisville, KY 40223 |
S&P 500® Pure Value Fund | -- | 131412.301 | 23.8845 | Security Benefit Life Insurance Co./SBL Variable Annuity Account XIV One Security Benefit Place Topeka, KS 66636-0001 |
S&P MidCap 400® Pure Growth Fund | -- | 215790.298 | 57.1151 | Nationwide Insurance Company/NWVA4 c/o IPO Portfolio Accounting P.O. Box 182029 Columbus, OH 43218-2029 |
S&P MidCap 400® Pure Growth Fund | -- | 45942.761 | 12.16 | Jefferson National Life Insurance Co./Attn: Separate Account 10350 Ormsby Park Place, Suite 600 Louisville, KY 40223 |
S&P MidCap 400® Pure Growth Fund | -- | 65485.706 | 17.3326 | Security Benefit Life Insurance Co./SBL Variable Annuity Account XIV One Security Benefit Place Topeka, KS 66636-0001 |
F-80
Fund | Share Class | Amount of Shares Owned | Percentage of the Class | Name and Address of Beneficial Owner |
S&P MidCap 400® Pure Growth Fund | -- | 45030.15 | 11.9185 | Midland National Life Insurance Company 4350 Westown Parkway West Des Moines, IA 50266 |
S&P MidCap 400® Pure Value Fund | -- | 162639.328 | 72.2941 | Nationwide Insurance Company/NWVA4 c/o IPO Portfolio Accounting P.O. Box 182029 Columbus, OH 43218-2029 |
S&P MidCap 400® Pure Value Fund | -- | 28100.42 | 12.4908 | Jefferson National Life Insurance Co./Attn: Separate Account 10350 Ormsby Park Place, Suite 600 Louisville, KY 40223 |
S&P MidCap 400® Pure Value Fund | -- | 30319.676 | 13.4772 | Security Benefit Life Insurance Co./SBL Variable Annuity Account XIV One Security Benefit Place Topeka, KS 66636-0001 |
S&P SmallCap 600® Pure Growth Fund | -- | 123352.257 | 53.7753 | Nationwide Insurance Company/NWVA4 c/o IPO Portfolio Accounting P.O. Box 182029 Columbus, OH 43218-2029 |
S&P SmallCap 600® Pure Growth Fund | -- | 61345.524 | 26.7435 | Jefferson National Life Insurance Co./Attn: Separate Account 10350 Ormsby Park Place, Suite 600 Louisville, KY 40223 |
S&P SmallCap 600® Pure Growth Fund | -- | 35624.887 | 15.5306 | Security Benefit Life Insurance Co./SBL Variable Annuity Account XIV One Security Benefit Place Topeka, KS 66636-0001 |
S&P SmallCap 600® Pure Value Fund | -- | 61153.208 | 44.9052 | Nationwide Insurance Company/NWVA4 c/o IPO Portfolio Accounting P.O. Box 182029 Columbus, OH 43218-2029 |
S&P SmallCap 600® Pure Value Fund | -- | 47331.638 | 34.756 | Jefferson National Life Insurance Co./Attn: Separate Account 10350 Ormsby Park Place, Suite 600 Louisville, KY 40223 |
S&P SmallCap 600® Pure Value Fund | -- | 18961.443 | 13.9235 | Security Benefit Life Insurance Co./SBL Variable Annuity Account XIV One Security Benefit Place Topeka, KS 66636-0001 |
S&P SmallCap 600® Pure Value Fund | -- | 8736.334 | 6.4151 | FSBL Variable Account A/Attn: Denise Machell – Finance One Security Benefit Place Topeka, KS 66636-001 |
| Strengthening Dollar 2x Strategy Fund | -- | 27503.75 | 40.8264 | Nationwide Insurance Company/NWVA4 c/o IPO Portfolio Accounting P.O. Box 182029 Columbus, OH 43218-2029 |
F-81
Fund | Share Class | Amount of Shares Owned | Percentage of the Class | Name and Address of Beneficial Owner |
| Strengthening Dollar 2x Strategy Fund | -- | 30292.964 | 44.9667 | Jefferson National Life Insurance Co./Attn: Separate Account 10350 Ormsby Park Place, Suite 600 Louisville, KY 40223 |
| Strengthening Dollar 2x Strategy Fund | -- | 9371.375 | 13.9108 | Security Benefit Life Insurance Co./SBL Variable Annuity Account XIV One Security Benefit Place Topeka, KS 66636-0001 |
| Technology Fund | -- | 98838.257 | 50.3447 | Nationwide Insurance Company/NWVA4 c/o IPO Portfolio Accounting P.O. Box 182029 Columbus, OH 43218-2029 |
| Technology Fund | -- | 53130.36 | 27.0627 | Jefferson National Life Insurance Co./Attn: Separate Account 10350 Ormsby Park Place, Suite 600 Louisville, KY 40223 |
| Technology Fund | -- | 34279.021 | 17.4605 | Security Benefit Life Insurance Co./SBL Variable Annuity Account XIV One Security Benefit Place Topeka, KS 66636-0001 |
| Telecommunications Fund | -- | 13272.904 | 27.399 | Nationwide Insurance Company/NWVA4 c/o IPO Portfolio Accounting P.O. Box 182029 Columbus, OH 43218-2029 |
| Telecommunications Fund | -- | 22518.705 | 46.4849 | Jefferson National Life Insurance Co./Attn: Separate Account 10350 Ormsby Park Place, Suite 600 Louisville, KY 40223 |
| Telecommunications Fund | -- | 11747.136 | 24.2494 | Security Benefit Life Insurance Co./SBL Variable Annuity Account XIV One Security Benefit Place Topeka, KS 66636-0001 |
| Transportation Fund | -- | 36853.91 | 77.8802 | Nationwide Insurance Company/NWVA4 c/o IPO Portfolio Accounting P.O. Box 182029 Columbus, OH 43218-2029 |
| Transportation Fund | -- | 5025.292 | 10.6195 | Jefferson National Life Insurance Co./Attn: Separate Account 10350 Ormsby Park Place, Suite 600 Louisville, KY 40223 |
| Transportation Fund | -- | 4352.945 | 9.1987 | Security Benefit Life Insurance Co./SBL Variable Annuity Account XIV One Security Benefit Place Topeka, KS 66636-0001 |
| Utilities Fund | -- | 180726.099 | 25.831 | Nationwide Insurance Company/NWVA4 c/o IPO Portfolio Accounting P.O. Box 182029 Columbus, OH 43218-2029 |
F-82
Fund | Share Class | Amount of Shares Owned | Percentage of the Class | Name and Address of Beneficial Owner |
| Utilities Fund | -- | 335237.323 | 47.9151 | Jefferson National Life Insurance Co./Attn: Separate Account 10350 Ormsby Park Place, Suite 600 Louisville, KY 40223 |
| Utilities Fund | -- | 175450.906 | 25.077 | Security Benefit Life Insurance Co./SBL Variable Annuity Account XIV One Security Benefit Place Topeka, KS 66636-0001 |
| U.S. Government Money Market Fund | -- | 63781231.33 | 91.2785 | Security Benefit Life Insurance Co./SBL Variable Annuity Account XIV One Security Benefit Place Topeka, KS 66636-0001 |
| Weakening Dollar 2x Strategy Fund | -- | 4282.763 | 43.2173 | Nationwide Insurance Company/NWVA4 c/o IPO Portfolio Accounting P.O. Box 182029 Columbus, OH 43218-2029 |
| Weakening Dollar 2x Strategy Fund | -- | 2449.486 | 24.7177 | Jefferson National Life Insurance Co./Attn: Separate Account 10350 Ormsby Park Place, Suite 600 Louisville, KY 40223 |
| Weakening Dollar 2x Strategy Fund | -- | 3177.566 | 32.0648 | Security Benefit Life Insurance Co./SBL Variable Annuity Account XIV One Security Benefit Place Topeka, KS 66636-0001 |
F-83
PROXY CARD FOR
[FUND NAME PRINTS HERE]
SECURITY GLOBAL INVESTORS(SM)SIGN , DATE AND VOTE ON THE REVERSE SIDE PROXY VOTING OPTIONS YOUR VOTE IS IMPORTANT NO MATTER HOW MANY SHARES 1. MAIL your signed and voted proxy back in YOU OWN. PLEASE CAST YOUR the postage paid envelope provided PROXY VOTE TODAY! 2. ONLINE at vote.proxyonline.com using your proxy control number found below . 3. By PHONE when you dial toll-free 1-888- 227-9349 to reach an automated touchtone voting line CONTROL NUMBER [RYDEX TRUST NAME] [RYDEX FUND NAME] PROXY FOR A SPECIAL JOINT MEETING OF SHAREHOLDERS - NOVEMBER 22, 2011TO BE HELD ON OCTOBER 24, 2019 The undersigned hereby appoint(s) Joanna Haigney,revokes all previous proxies for his/her shares of the Fund named above and appoints Amy J. Lee, Mark E. Mathiasen, and Beth Miller,Michael P. Megaris, or any one of them, proxies, each of them with full power of substitution, to vote and act with respect to all shares of the above referenced fund (the "Fund")
which the undersigned is entitled to vote at the Special Meetingspecial meeting of shareholders of Rydex Series Funds, Rydex Dynamic Funds and Rydex Variable Trust (collectively, the Fund“Trusts”) to be held at 805 King Farm Boulevard, Suite 600, Rockville,
Maryland 20850the offices of Guggenheim Partners, LLC, located at 227 West Monroe Street, Chicago, Illinois 60606, on November 22, 2011October 24, 2019, at 1:10:00 p.m. ET,a.m. Central Time (with any postponements, adjournments or any other meeting called for voting on the below proposals, the “Meeting”) upon the matters set forth on the reverse side (the “Proposals”) and instructs them to vote upon any other matters that may properly be acted upon at any adjournment(s)
or postponements thereof.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS. THISthe Meeting. Please refer to the Proxy Statement for a discussion of Proposal 1. Important Notice Regarding the Availability of Proxy Materials for the Special Meeting of Shareholders to be held on October 24, 2019. These proxy materials are available at: http://www.proxyonline.com/docs/Rydex [PROXY ID NUMBER HERE] [BAR CODE HERE] [CUSIP HERE]
[FUND NAME] PROXY CARD WILLYOUR SIGNATURE IS REQUIRED FOR YOUR VOTE TO BE VOTED AS INSTRUCTED._______________________________________________________________ COUNTED. SIGNATURE (AND TITLE IF NO SPECIFICATION IS MADE, THE PROXY CARD WILL BE
VOTED "FOR" THE PROPOSALS. THE PROXIES ARE AUTHORIZED, IN THEIR DISCRETION, TO
VOTE UPON SUCH MATTERS AS MAY COME BEFORE THE SPECIAL MEETING OR ANY
ADJOURNMENTS.
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| TAG ID: 123456 |
| |
| NA1 - RYDEX SGI - BALLOT 3 - BOOK 3 RYDEX RETAIL |
| NA2 - RYDEX SGI - BALLOT 3 - BOOK 3 RYDEX RETAIL |
| NA3 - RYDEX SGI - BALLOT 3 - BOOK 3 RYDEX RETAIL |
| NA4 - RYDEX SGI - BALLOT 3 - BOOK 3 RYDEX RETAIL |
| NA5 - RYDEX SGI - BALLOT 3 - BOOK 3 RYDEX RETAIL |
| NA6 - RYDEX SGI - BALLOT 3 - BOOK 3 RYDEX RETAIL |
| NA7 - RYDEX SGI - BALLOT 3 - BOOK 3 RYDEX RETAIL |
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NOTE: This proxy must be signedAPPLICABLE) DATE Please sign exactly as your name(s)name appears here on.on this Proxy. If joint owners, EITHER, may sign this Proxy. When signing as
an attorney, executor, administrator, trustee, guardian or in some representative capacity or as ancorporate officer, _______________________________________________________________ please give your full title. SIGNATURE (IF HELD JOINTLY) DATE This proxy is solicited on behalf of a corporation, please add titles as such. Joint owners must each
sign. By signingthe Trusts’ Boards of Trustees, and Proposal 1 has been approved by the Boards of Trustees and recommended for approval by shareholders. When properly executed, this proxy card, you acknowledge that you have receivedwill be voted as specified. If no specification is made, this proxy will be voted “FOR” Proposal 1. The proxy will be voted in accordance with the proxy statementholders’ judgment as to any other matters that may properly arise at the proxy card accompanies.
________________________________________________________________________________
Shareholder sign here Date
________________________________________________________________________________
Joint owner sign here Date
PLEASE SEEMeeting. THE INSTRUCTIONS BELOW IFBOARDS OF TRUSTEES OF THE TRUSTS RECOMMENDS THAT YOU WISH TO VOTE BY PHONE (live proxy
representative or touch-tone phone), BY MAIL OR VIA THE INTERNET. Please use
whichever method is most convenient for you. If you choose to vote via the
Internet or by phone, you should not mail your proxy card. Please vote today!
[FUND NAME PRINTS HERE]
QUESTIONS ABOUT THIS PROXY? Should you have any questions about the proxy
materials or regarding how to vote your shares, please contact our proxy
information line TOLL-FREE AT 1-877-864-5058. Representatives are available
Monday through Friday 9:00 a.m. to 11:00 p.m. Eastern Time. We have retained The
Altman Group to assist our shareholders in the voting process. If we have not
received your proxy card or vote as the date of the Special meeting approaches,
representatives from The Altman Group may call you to remind you to exercise
your vote.“FOR” PROPOSAL 1. TO VOTE, MARK BOXESCIRCLES BELOW IN BLUE OR BLACK INK AS FOLLOWS. Example: [ ]● 1. To elect the following ten nominees to the Board of Trustees of each Trust FOR WITHHOLD ALL ALL 1. Randall C. Barnes ○ ○ 2. Angela Brock-Kyle 3. Donald A. Chubb, Jr. FOR ALL EXCEPT: 4. Jerry B. Farley ○ 5. Roman Friedrich III 6. Thomas F. Lydon, Jr. (write in nominee name(s) 7. Ronald A. Nyberg above) 8. Sandra G. Sponem 9. Ronald E. Toupin, Jr. 10. Amy J. Lee 2. To transact such other business as may properly come before the Meeting. THANK YOU MAY VOTE ON THE PROPOSED CHANGES ON THE PROPOSALS AS A GROUP OR
INDIVIDUALLY. PLEASE USE ONLY ONE METHOD.
YOU MAY HAVE RECEIVED MORE THAN ONE BALLOT DUE TO MULTIPLE INVESTMENTS IN THE
FUNDS. PLEASE REMEMBER TO VOTE ALL OF YOUR BALLOTS! Remember to SIGN AND DATE
THE REVERSE SIDE before mailing in your vote. This proxy card is valid only when
signed and dated. Thank you for voting.FOR VOTING [PROXY ID NUMBER HERE] [BAR CODE HERE] [CUSIP HERE]