UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON,Washington, D.C. 20549
SCHEDULE 14A
PROXY STATEMENT PURSUANT TO SECTIONProxy Statement Pursuant to Section 14(a) OF THEof the
SECURITIES EXCHANGE ACT OFSecurities Exchange Act of 1934
(Amendment No.     )
(AMENDMENT NO. Filed by the Registrant  x         )Filed by a party other than the Registrant  ¨

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¨Filed by a Party other than the Registrant
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¨Preliminary Proxy Statement
¨Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
xDefinitive Proxy Statement
¨Definitive Additional Materials
¨Soliciting Material Pursuant to Rule 14a-12under § 240.14a-12
RYDEX VARIABLE TRUST
(Name of Registrant as Specified In Its Charter)

Rydex Series Funds
Rydex Dynamic Funds
Rydex Variable Trust

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)



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RYDEX SERIES FUNDS



RYDEX DYNAMIC FUNDS
RYDEX VARIABLE TRUST

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

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

A special meeting of shareholders of the Global Diversified Equity Fund, Growth and Income Fund and Global Growth Fundyou on an important matter relating to each series (each, a “Fund” and collectively, the “Funds”), each a separate series of Rydex Series Funds, Rydex Dynamic Funds and Rydex Variable Trust (the(each, a “Trust” and collectively, the “Trusts”), will beeach of which is listed on the attachment to the accompanying Notice of Special Joint Meeting of Shareholders. At a meeting held on February 21, 2017August 19, 2019, the Board of Trustees of each Trust (collectively, the “Rydex Board”) voted to approve a proposal affecting the Funds and their shareholders. The proposal is explained in the accompanying Joint Proxy Statement for Special Joint Meeting of Shareholders (the “Joint Proxy Statement”) and is subject to shareholder approval. Accordingly, the Trusts and each of their respective Funds will hold a special joint meeting of shareholders on October 24, 2019, at 1:10:00 p.m.a.m. Central Time, at the offices of Guggenheim InvestmentsPartners, LLC, located at 227 West Monroe Street, 7th Floor, Chicago, Illinois 60606 (and(together with any postponements or adjournments, thereof)the “Meeting”).

At the Meeting, shareholders will be asked to consider and act upon the proposed election of ten nominees to the Rydex Board (the “Meeting”“Proposal”). Although

Three of the separate accountsnominees currently serve as members of the Rydex Board. Seven of the nominees currently serve as members of the boards of trustees of certain insurance companies areother funds advised by the only shareholders of record ofinvestment adviser to the Funds you are receiving this letterand its affiliates. The Funds and the enclosed Proxy Statement because you are among those who own a variable annuity contract or a variable life insurance policy (each, a “Contract”) issuedother funds advised by an insurance company that offers one or more ofthe investment adviser to the Funds as an underlying investment option (each, a “Participating Insurance Company”) and have allocated a portion of your contract value to one or more of the Funds (each, a “Contract Owner”). For ease of reference, Contract Ownersits affiliates are alsocollectively referred to as “shareholders”the “Guggenheim Family of Funds.”

Election of all of the Funds.

The Participating Insurance Companiesnominees will votealign and consolidate the shares attributable tomembership of each Fund at the Meeting in accordance with the voting instructions received from Contract Owners. As a Contract Owner, you have the right to instruct the Participating Insurance Company that issued your Contract on how shares of the Fund(s) attributable to your Contract should be voted as though you are a direct shareholderboards of trustees of the Fund(s). YouGuggenheim Family of Funds such that all of the funds in the Guggenheim Family of Funds are being askedoverseen by the same group of trustees. This alignment and consolidation would address immediate trustee succession needs, provide the opportunity to provide your voting instructions tofurther streamline and enhance the Participating Insurance Company that issued your Contract oneffectiveness of board oversight, and result in other potential benefits, including the potential for economies of scale for Fund shareholders as certain costs are spread over a proposal to liquidate the Funds pursuant to a Plan of Liquidation (as defined below) (the “Liquidation Proposal”),larger asset base, as described below and in the enclosed proxy materials. More information about the Plan of Liquidation, and a voting instruction card, is available in the enclosed proxy materials. The Trust anticipates that the Participating Insurance Companies will accept voting instructions until on or about the close of business on February 20, 2017.accompanying Joint Proxy Statement.

At a meeting held on November 17, 2016,After careful consideration, the Rydex Board of Trustees (the “Board”) of the Trust considered and approved a proposal to liquidate the Funds pursuant to a plan of liquidation (the “Plan of Liquidation”), subject to approval by shareholders of the Funds. The Boardunanimously recommends that the shareholders of each Fund vote “FOR” the PlanProposal (the election of Liquidation.each nominee).

Shareholders also will be asked to consider and act upon the transaction of any such other business as may properly come before the Meeting.

If the Planyou were a shareholder of Liquidation is approved by shareholders, each Fund would cease its business as an investment company, and allrecord of any of the Fund’s portfolio securities and other assets would be converted into cash, cash equivalents or other liquid assets consistent with the terms of the Plan of Liquidation. In accordance with the Plan of Liquidation, each Fund would also pay all of its known and reasonably ascertainable debts, make a liquidating distribution ratably according to the number of shares held by each shareholderFunds as of the close of business on August 26, 2019, the Liquidation Date (as defined below)record date fixed by the Rydex Board, you are entitled to notice of, and otherwise wind-up its operations. Ifto vote at, the PlanMeeting, even if you no longer own Fund shares.

Accordingly, we are requesting that you carefully review the Joint Proxy Statement and vote using one of Liquidation is approved, each Fund is expected to be liquidated on or about February 24, 2017 (the “Liquidation Date”).the methods described below.

As described in more detail inYour vote is extremely important, and voting is quick and easy. Everything you need is enclosed. You can access the enclosed proxy materials you may transfer your contract value allocated to the applicable Fund or Funds in advance of the Liquidation Date to any of the other investment options available under your Contract in accordance with the terms of your Contract. If you do not transfer the


contract value allocated to the Fund(s) attributable to your Contract to another investment option available under your Contract by the Liquidation Date, or if you do not provide transfer instructions to the Participating Insurance Company that issued your Contract prior to the Liquidation Date, the Trust has been informed that the Participating Insurance Company will transfer the liquidation proceeds related to your contract value allocated to the applicable Funds to a default investment option selected by the Participating Insurance Company, as identified in the discussion under “The Liquidation Proposal” of the enclosed Proxy Statement. The transfer of your contract value allocated to the Fund(s) will not affect the value of your Contract.

The liquidationat http://www.proxyonline.com/docs/Rydex.pdf, and transfer of contract values in connection with the Liquidation Proposal will not create a U.S. federal income tax liability for Contract Owners, subject to the continued compliance through the Liquidation Date or transfer of contract values of both the Funds and the Participating Insurance Companies with the applicable U.S. federal income tax rules governing such arrangements.

Youyou can vote in one of four ways:

By mailingmail with the enclosed voting instruction card – proxy card—be sure to sign, date and return it in the enclosed postage-paid envelope;

OnThrough the Internet through the websiteweb site listed in the proxy voting instructions;instructions included on your proxy card;

By telephone using the toll-free number listed in the proxy voting instructions;instructions included on your proxy card; or

In person at the Meeting.




We encourage you to vote over the Internet or by telephone, using the voting control number that appears on your voting instructionproxy card. Your vote is important. We

Shareholder meetings of the Funds do not generally occur with great frequency, so we ask that you take the time to carefully consider and vote on the Liquidation Proposal.this important proposal. Please read the enclosed information carefully before voting. If you have any questions regarding the Meeting or the Proposal please call the information line for AST Fund Solutions, LLC, the Fund’s proxy solicitor, at 1-800-967-4614.1-800-783-5609. Financial advisors should call 1-800-345-7999.

ProxiesYou may be revoked priorrevoke your proxy before the vote pursuant to the Meeting by timely executing and submitting a revisedthat proxy (following the methods noted above), by givingis taken by: (a) written notice of its revocation to the SecretaryTrust(s); (b) the subsequent execution of another proxy; (c) attending the Meeting and voting in person; or (d) written notice of the Trust priordeath or incapacity of the maker of the proxy received by the Trust(s) before the vote pursuant to the Meeting or by voting in person at the Meeting.that proxy is counted.

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

Sincerely,

/s/ Donald C. Cacciapaglia
Donald C. CacciapagliaAmy J. Lee
President Chief Executive Officer and Trustee of the Trust

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.



IMPORTANT NEWS FOR SHAREHOLDERS

By its very nature, the following “Questions and Answers” section is a summary and is not intended to be as detailed as the discussion found in the enclosed Proxy Statement. For that reason, the information is qualified in its entirety by reference to the enclosed Proxy Statement.

QUESTIONS AND ANSWERS

For your convenience, the following “Questions and Answers” are a summary of, and are not intended to be as detailed as, the discussion found in the accompanying Joint Proxy Statement for Special Joint Meeting of Shareholders (the “Joint Proxy Statement”). The information in this “Questions and Answers” section is qualified in its entirety by reference to the Joint Proxy Statement. We encourage you to carefully review the information contained in the Joint Proxy Statement.

General

Q.    Why am I receiving these proxy materials?

A.You are receiving these proxy materials — materials—a booklet that includes the Notice of Special Joint Meeting of Shareholders (the “Notice”), the Joint Proxy Statement and your voting instruction card — proxy card—because you are among those who own a variable annuity contracthave the right to notice of, and to vote on, an important matter concerning the governance of one or a variable life insurance policy (each, a “Contract”) issued by the insurance companies that offer the Global Diversified Equity Fund, Growth and Income Fund and/or Global Growth Fundmore series (each, a “Fund” and collectively, the “Funds”) as underlying investment options (the “Participating Insurance Companies”)of Rydex Series Funds, Rydex Dynamic Funds, and have allocated a portion of your contract value to one or more of the FundsRydex Variable Trust (each, a “Contract Owner”“Trust” and collectively, the “Trusts”). As a Contract Owner,In particular, you have the right to instruct the Participating Insurance Company that issued your Contract as to how shares of the Fund or Funds attributable to your Contract should be voted at a special meeting of shareholders of the Funds scheduled to be held on February 21, 2017 (and any postponements or adjournments thereof) (the “Meeting”). You are being asked to approve a plan of liquidation (the “Plan of Liquidation”) to liquidateconsider and act upon the Funds (the “Liquidation Proposal”)Proposal (defined below), as described below and in the enclosed Proxy Statement.which requires shareholder approval.

The Participating Insurance Companies will furnish this Proxy StatementFunds and the other funds advised by the investment advisers to the Contract Owners participating in their separate accounts that have allocated a portion of their contract values to one or more of the Funds (i.e., Contract Owners that indirectly own shares of the Funds to be voted at the Meeting), and will solicit voting instructions from those Contract Owners. For ease of reference, throughout this Questions and Answers section, Contract Owners are also referred to as “shareholders” of the Funds and their affiliates (collectively, the “Guggenheim Family of Funds”) are currently overseen by two separate groups of trustees. One of these groups consists of the current Trustees of the Trusts (referred to hereafter collectively as the “Rydex Trustees” or individually, a voting instruction“Rydex Trustee”). The other group consists of members of the boards of trustees of certain other open-end registered management investment companies, like the Funds, in the Guggenheim Family of Funds (collectively, the “Guggenheim Funds”) managed by Security Investors, LLC, the Funds’ investment adviser, or its affiliate, Guggenheim Partners Investment Management LLC.

The Board of Trustees of each Trust (collectively, the “Rydex Board”) and the boards of trustees of other funds in the Guggenheim Family of Funds, including the Guggenheim Funds (collectively, the “Guggenheim Board”), separately determined that it is referredin the best interests of the funds in the Guggenheim Family of Funds overseen by such boards to align and consolidate the membership of the boards so that all of the funds in the Guggenheim Family of Funds are overseen by the same trustees. Accordingly, the Rydex Board has proposed the election of ten nominees to the Rydex Board (the “Proposal”). Three of the nominees currently serve as Rydex Trustees. Seven of the nominees currently serve as members of the Guggenheim Board (referred to hereafter collectively as the “Guggenheim Trustees” or individually, a “vote.”“Guggenheim Trustee”).

The Rydex Board believes that this alignment and consolidation of the boards through the election of all of the nominees would be beneficial to the Funds and their shareholders.

Q.Why am I being asked to vote?

A.
You are, or were, asAs of November 30, 2016August 26, 2019 (the “Record Date”), the record date fixed by the Rydex Board, you were a shareholder of record of one or more of the Funds.Funds listed on the attachment to the accompanying Notice. The BoardProposal requires the approval of Trustees (the “Board”) of the Trust has approved the Plan of Liquidation (and other related matters), which is subject to approval by shareholders of each Fund. The Board recommends that you vote “FOR” the Liquidation Proposal.
applicable Trust.

The Plan of Liquidation

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

A.As described in the enclosed Proxy Statement, the Board determined that approval of the Plan of Liquidation was in the best interests of shareholders based on a number of factors deemed by the Board to be appropriate, including each Fund’s (i) current and historical asset size; (ii) current and historical investment performance; and (iii) distribution and growth prospects. The Board also considered the investment adviser’s recommendation that the Board approve the liquidation of the

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Funds. After careful consideration, of these and other factors, the Rydex Board unanimously recommends that youshareholders vote “FOR” the Liquidation Proposal. Please see the section entitled “Reasons for the Proposed Liquidation” for a more detailed summaryProposal (the election of the Board’s considerations in making its recommendation.each nominee).

Q.What areWhy am I being asked to elect each of the tax implications and potential costs associated with the Plan of Liquidation?nominees as Trustees?

A.Each of the nominees either currently serves as a Guggenheim Trustee or a Rydex Trustee. The liquidationelection of the nominees is part of the intended alignment and transferconsolidation of contract values in connectionthe membership of the Guggenheim Board with the Liquidationmembership of the Rydex Board. If shareholders approve the election of all of the nominees, the Rydex Board’s membership will be expanded to include the seven nominees who do not currently serve as Rydex Trustees. Each nominee (other than Ms. Amy J. Lee) would not be deemed to be an “interested person,” as that term is defined under the Investment Company Act of 1940, of the Trusts. Ms. Lee would be considered an “interested person” of each Trust by virtue of her role with the Funds’ investment adviser and its affiliates (collectively referred to as “Guggenheim Investments”).




Election of all of the nominees will align the membership of the boards of trustees of the Guggenheim Family of Funds. This alignment and consolidation would address immediate trustee succession needs, provide the opportunity to further streamline and enhance the effectiveness of board oversight and result in other potential benefits, including the potential for economies of scale for Fund shareholders as certain costs are spread over a larger asset base, as described in the accompanying Joint Proxy Statement.

Please note that separate proxy statements are being sent to shareholders of other funds in the Guggenheim Family of Funds, including the Guggenheim Funds, who are also being asked to vote on the election of the same slate of nominees to the boards of their respective funds. If you owned shares of other funds in the Guggenheim Family of Funds as of the applicable record date, you will receive separate proxy materials with respect to this proposal as it relates to such funds. Please review these materials and separately vote on the proposal for the other funds in the Guggenheim Family of Funds.

Q.Why has the Rydex Board approved the Proposal will not create a U.S. federal income tax liability for Contract Owners, subject to(the election of each nominee)?

A.Guggenheim Investments recommended that the continued compliance throughRydex Board approve the Liquidation Date or transferproposal (the election of contract valueseach nominee) after considering the potential benefits of bothaligning and consolidating the membership of the boards of trustees of the Guggenheim Family of Funds, the immediate governance succession needs of the Rydex Board and the Participating Insurance Companies withlonger-term governance succession needs of the applicable U.S. federal income tax rules governing such arrangements.Guggenheim Board.

The investment adviser will bear the costsproposed consolidated board consists of the legalGuggenheim Board and accounting expenses associatedcertain current Rydex Trustees and is part of a broader effort to enhance the effectiveness of board oversight of the Guggenheim Family of Funds.

The Rydex Board believes that the addition of well-qualified individuals to the Rydex Board who bring experience with other funds within the proposed liquidationGuggenheim Family of Funds would enhance board oversight, while addressing immediate trustee governance succession needs. The Rydex Board also believes that the board combination offers other potential benefits to Fund shareholders from efficiencies and economies of scale as certain fixed costs are spread over a larger asset base.

The Rydex Board took into account Guggenheim Investments’ recommendation and the foregoing considerations, as well as the proxy solicitation costs, which are estimatedbroader initiative to be approximately $9,190. Each Fund will bearenhance the explicit transaction costs associated with the sale or dispositioneffectiveness of portfolio holdingsboard oversight of the FundGuggenheim Family of Funds, in connection withdetermining to approve the proposed liquidation, whichProposal and present the Proposal to shareholders for a vote. (The factors considered by the Rydex Board in approving the Proposal are expected to be immaterial,described further in the section entitled “Summary of the Reasons for the Board Alignment and the implicit transaction costs built into the price of bonds and other instruments. The investment adviser will seek to limit these transaction costs, but they will impact the value of your investment.Consolidation”).

Voting

Q.Who is asking for my vote?

A.Your vote is being solicited by and on behalf of the TrustRydex Board for use at the special joint meeting of shareholders of each Trust and each of its respective Funds to be held on October 24, 2019 (together with any postponements or adjournments, the “Meeting”). As a shareholder of record of one or more 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. Accordingly, the other shareholders of record of the Funds as of the close of business on the Record Date are being sent these proxy materials.

Q.How does the Rydex Board recommend that I vote?

A.
After careful consideration, the Rydex Board unanimously recommends that shareholders vote “FOR” the Proposal (the election of each nominee). Please see the section entitled “Summary of the Reasons for the purposes statedBoard Alignment and Consolidation” with respect to the Proposal for a discussion of the Rydex Board’s considerations in the enclosed Notice of Special Meeting of Shareholders.making such recommendation.

Q.Why am I receiving the information about the Funds I do not own?

A.The Proposal is similar for each Trust and series thereof (each, a Fund), and management of the Funds has concluded that it is cost-effective to hold the Meeting concurrently for all of the Funds and Trusts.




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

A.The Plan of Liquidation must be approved byEach shareholder is entitled to one vote offor each share held and a majorityfractional vote proportionate to fractional shares held as of the shares of each Fund entitled to vote.Record Date.

Q.Will my vote make a difference?
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 votes cast (even if they receive less than a majority) will be elected as Trustees.

The Proposal applies on a Trust-wide basis, and all series of each Trust (i.e., the respective Funds) and classes thereof will vote together on the Proposal. However, the vote on the Proposal (or any other proposal) or the election of a nominee by the shareholders of one Trust will not affect the Proposal (or any other proposal) or the election of a nominee with respect to the other Trusts.

Q.    Will my vote make a difference?

A.
Yes! Your vote is needed to ensure that the Liquidation Proposal can be acted upon.upon, and your vote can make a difference in the governance of the Fund(s) that you own. We encourage all shareholders to participate in the governance of the Trust.their Fund(s). Additionally, your immediate response on the enclosed voting instruction proxycard, on the Internet or over the phone will help save the costs of any further solicitations.

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

A.
You should vote because every vote is importantimportant.. As described in If numerous shareholders just like you do not vote, the proxy materials,Trusts may not receive enough votes to go forward with the Participating Insurance Companies use proportional voting. As a result, if a large number of Contract Owners failMeeting. If this happens, the Trusts will need to provide voting instructions, a small number of Contract Ownerssolicit votes again. This may determinedelay the outcomeMeeting and the approval of the vote.Proposal and generate unnecessary costs.

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Q.How will my vote be counted?

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

Q.How do I place my vote?

A.Voting is quick and easy. Everything you need is enclosed. You may placeprovide a Trust with your votevote: (i) by mail with the enclosed voting instruction card, onproxy card; (ii) by Internet by following the Internet through the website listedinstructions in the proxy voting instructions included on your proxy card; (iii) by telephone using the toll-free number listed in the proxy voting instructions included on your proxy card; (iv) or in person at the Meeting. You may use the enclosed postage-paid envelope to mail your voting instructionproxy card. Please follow the enclosed instructions to usevote using any of these votingthe enumerated methods. If you need more information on how to vote, or if you have any questions, please call the Funds’ proxy solicitation agent at the telephone number below. Proxies may be revoked prior to the Meeting by timely executing and submitting a revised proxy (following the methods noted above), by giving written notice of revocation to the Secretary of the Trust prior to the Meeting, or by voting in person at the Meeting.

If we do not receive your vote promptly, 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.

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.

Q.Whom do I call if I have questions?

A.We will be happy to answer your questions about this proxy solicitation. If you have questions regarding the Meeting or the Proposal please call AST Fund Solutions, LLC’s information line at 1-800-967-4614.1-800-783-5609. Financial advisors should call 1-800-345-7999.

PROMPT EXECUTION AND RETURN OF THE ENCLOSED VOTING INSTRUCTIONPROXY CARD IS REQUESTED. A SELF-ADDRESSED, POSTAGE-PAID ENVELOPE IS ENCLOSED FOR YOUR CONVENIENCE, ALONG WITH INSTRUCTIONS ON HOW TO VOTE OVER THE INTERNET OR BY TELEPHONE SHOULD YOU PREFER TO VOTE BY ONE OF THOSE METHODS.TELEPHONE.




RYDEX SERIES FUNDS

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RYDEX DYNAMIC FUNDS
RYDEX VARIABLE TRUST

805702 King Farm Boulevard
Suite 600200
Rockville, Maryland 20850
(301) 296-5100

NOTICE OF SPECIAL JOINT MEETING OF SHAREHOLDERS
TO BE HELD ON FEBRUARY 21, 2017OCTOBER 24, 2019

Notice is hereby given thatNOTICE IS HEREBY GIVENTHAT A SPECIAL JOINT MEETING OF SHAREHOLDERS of each of Rydex Series Funds, Rydex Dynamic Funds, and Rydex Variable Trust (each, a special meeting“Trust” and, collectively, the “Trusts”), each a Delaware statutory trust, and each of shareholders oftheir respective series on the Global Diversified Equity Fund, Growth and Income Fund and Global Growth Fundattached list (each, a “Fund” and, collectively, the “Funds”), each a separate series of Rydex Variable Trust (the “Trust”),will be held on February 21, 2017October 24, 2019, at 1:10:00 p.m.a.m. Central Time, at the offices of Guggenheim InvestmentsPartners, LLC, located at 227 West Monroe Street, 7th Floor, Chicago, Illinois 60606 (and(with any postponements or adjournments, thereof)the “Meeting”).

At the Meeting, and as specified in greater detail in the Joint Proxy Statement for Special Joint Meeting of Shareholders (the “Meeting”“Joint Proxy Statement”), for accompanying this Notice, shareholders of the Funds will be asked to consider and act upon the following purposes:proposals:

1.To Approve a Plan of Liquidation with Regard to the Global Diversified Equity Fund, Growth and Income Fund and Global Growth Fund
1.    To elect the following ten nominees to the Board of Trustees of each Trust:

2.To Transact Such Other Business as May Properly Come Before the Meeting
Randall C. Barnes
Angela Brock-Kyle
You are receiving this Notice andDonald A. Chubb, Jr.
Jerry B. Farley
Roman Friedrich III
Thomas F. Lydon, Jr.
Ronald A. Nyberg
Sandra G. Sponem
Ronald E. Toupin, Jr.
Amy J. Lee

2.    To transact such other business as may properly come before the enclosed Proxy Statement becauseMeeting. 

After careful consideration, the Board of Trustees of each Trust unanimously recommends that shareholders vote “FOR” Proposal 1 (the election of each nominee).

If you are among those who ownwere a variable annuity contract or a variable life insurance policy (each, a “Contract”) issued by the insurance companies that offer the Funds as underlying investment options (the “Participating Insurance Companies”) and have allocated a portionshareholder of your contract value torecord of one or more of the Funds (each, a “Contract Owner”). Contract Owners who have selected one or more of the Funds for investment through a Contract have a beneficial interest in those Funds, but do not invest directly in or hold shares of the Funds. As a Contract Owner, you have the right to instruct the Participating Insurance Company that issued your Contract on how shares of the Fund or Funds attributable to your Contract should be voted at the Meeting as though you are a direct shareholder of those Funds. For ease of reference, throughout this Notice, Contract Owners are also referred to as “shareholders” of the Funds. As a shareholder as of the close of business on November 30, 2016 (the “Record Date”),August 26, 2019, the record date fixed by the Board of Trustees of each Trust, you are entitled to notice of, and to vote at, the Meeting.Meeting, even if you no longer own Fund shares.

We call your attention to the accompanying Joint Proxy Statement. We request that youYou are requested to complete, date and sign the enclosed voting instructionproxy card and return it promptly in the envelope provided for that purpose. Your voting instructionproxy card also provides instructions for voting via telephone or the Internet if you wish to take advantage of these voting options. ProxiesYou may be revoked priorrevoke your proxy before the vote pursuant to the Meeting by timely executing and submitting a revisedthat proxy (following the methods noted above), by givingis taken by: (a) written notice of its revocation to the SecretaryTrust(s); (b) the subsequent execution of another proxy; (c) attending the Meeting and voting in person; or (d) written notice of the Trust priordeath or incapacity of the maker of the proxy received by the Trust(s) before the vote pursuant to the Meeting, or by voting in person at the Meeting. The enclosedthat proxy materials will be available online at .http://www.proxyonline.com/docs/clsfunds.pdf.

is counted.
By Order of the Board of Trustees of each Trust,

/s/ Amy J. LeeSandra G. Sponem
Amy J. LeeChairperson of the Boards of Trustees of Rydex Series Funds, Rydex Dynamic Funds and Rydex Variable Trust
Secretary

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YOUR VOTE IS VERY IMPORTANT TO US REGARDLESS OF THE NUMBER OF SHARESVOTES YOU OWN. SHAREHOLDERS WHO DO NOT EXPECT TO ATTEND THE MEETING ARE REQUESTED TO COMPLETE, SIGN, DATEHOLD. PROMPT EXECUTION AND RETURN THE ACCOMPANYING VOTING INSTRUCTION CARD INOF THE ENCLOSED PROXY CARD IS REQUESTED. A SELF-ADDRESSED, POSTAGE-PAID ENVELOPE WHICH NEEDS NO POSTAGE IF MAILED IN THE UNITED STATES. IT IS IMPORTANT THAT YOUR VOTING INSTRUCTION CARD BE RETURNED PROMPTLY.

ENCLOSED FOR YOUR CONVENIENCE, YOU MAY ALSOALONG WITH INSTRUCTIONS ON HOW TO VOTE OVER THE INTERNET OR BY TELEPHONE OR INTERNET BY FOLLOWING THE ENCLOSED INSTRUCTIONS. TELEPHONE.IF YOU VOTE BY TELEPHONE OR VIA THE INTERNET, PLEASE DO NOT RETURN YOUR VOTING INSTRUCTIONPROXY CARD UNLESS YOU ELECT TO CHANGE YOUR VOTE.




FUNDS PARTICIPATING IN THE MEETING
iiTO BE HELD ON OCTOBER 24, 2019
Rydex Series Funds
Rydex Domestic Equity – Broad Market FundsSector Funds (continued)
Inverse Mid-Cap Strategy FundLeisure Fund
Inverse NASDAQ-100® Strategy Fund
Precious Metals Fund
Inverse Russell 2000® Strategy Fund
Retailing Fund
Inverse S&P 500® Strategy Fund
Technology Fund
Monthly Rebalance NASDAQ-100® 2x Strategy Fund
Telecommunications Fund
Mid-Cap 1.5x Strategy FundTransportation Fund
Nova FundUtilities Fund
NASDAQ-100® Fund
Rydex International Equity Funds
Russell 2000® Fund
Europe 1.25x Strategy Fund
Russell 2000® 1.5x Strategy Fund
Japan 2x Strategy Fund
S&P 500® Fund
Emerging Markets 2x Strategy Fund
Dow Jones Industrial Average® Fund
Inverse Emerging Markets 2x Strategy Fund
Rydex Domestic Equity – Pure Style FundsRydex Specialty Funds
S&P 500® Pure Growth Fund
Commodities Strategy Fund
S&P 500® Pure Value Fund
Strengthening Dollar 2x Strategy Fund
S&P MidCap 400® Pure Growth Fund
Weakening Dollar 2x Strategy Fund
S&P MidCap 400® Pure Value Fund
Real Estate Fund
S&P SmallCap 600® Pure Growth Fund
Rydex Fixed Income Funds
S&P SmallCap 600® Pure Value Fund
Government Long Bond 1.2x Strategy Fund
Rydex Sector FundsInverse Government Long Bond Strategy Fund
Banking FundHigh Yield Strategy Fund
Basic Materials FundInverse High Yield Strategy Fund
Biotechnology FundEmerging Markets Bond Strategy Fund
Consumer Products FundGuggenheim Alternative Funds
Electronics FundLong Short Equity Fund
Energy FundMulti-Hedge Strategies Fund
Energy Services FundManaged Futures Strategy Fund
Financial Services FundRydex Money Market Fund
Health Care FundU.S. Government Money Market Fund
Internet Fund

Rydex Dynamic Funds

S&P 500® 2x Strategy Fund
Dow 2x Strategy Fund
Inverse S&P 500® 2x Strategy Fund
Inverse Dow 2x Strategy Fund
NASDAQ-100® 2x Strategy Fund
Russell 2000® 2x Strategy Fund
Inverse NASDAQ-100® 2x Strategy Fund
Inverse Russell 2000® 2x Strategy Fund






Rydex Variable Trust
Rydex Domestic Equity – Broad Market FundsRydex Sector Funds (continued)
Dow 2x Strategy FundHealth Care Fund
NASDAQ-100® 2x Strategy Fund
Internet Fund
Russell 2000® 2x Strategy Fund
Leisure Fund
S&P 500® 2x Strategy Fund
Precious Metals Fund
Inverse Dow 2x Strategy FundRetailing Fund
Inverse Mid-Cap Strategy FundTechnology Fund
Inverse NASDAQ-100® Strategy Fund
Telecommunications Fund
Inverse Russell 2000® Strategy Fund
Transportation Fund
Inverse S&P 500® Strategy Fund
Utilities Fund
Mid-Cap 1.5x Strategy FundRydex International Equity Funds
Nova FundEurope 1.25x Strategy Fund
NASDAQ-100® Fund
Japan 2x Strategy Fund
Russell 2000® 1.5x Strategy Fund
Rydex Specialty Funds
S&P 500® Pure Growth Fund
Commodities Strategy Fund
S&P 500® Pure Value Fund
Strengthening Dollar 2x Strategy Fund
S&P MidCap 400® Pure Growth Fund
Weakening Dollar 2x Strategy Fund
S&P MidCap 400® Pure Value Fund
Real Estate Fund
S&P SmallCap 600® Pure Growth Fund
Rydex Fixed Income Funds
S&P SmallCap 600® Pure Value Fund
Government Long Bond 1.2x Strategy Fund
Rydex Sector FundsInverse Government Long Bond Strategy Fund
Banking FundHigh Yield Strategy Fund
Basic Materials FundGuggenheim Alternative Funds
Biotechnology FundLong Short Equity Fund
Consumer Products FundGlobal Managed Futures Strategy Fund
Electronics FundMulti-Hedge Strategies Fund
Energy FundRydex Money Market Fund
Energy Services FundU.S. Government Money Market Fund
Financial Services Fund




TABLE OF CONTENTS
JOINT PROXY STATEMENT FOR SPECIAL JOINT MEETING OF SHAREHOLDERS
1
PROPOSAL ONE – ELECTION OF TEN NOMINEES TO THE RYDEX BOARD
2
Explanation of the Board Alignment and Consolidation3
Summary of the Reasons for the Board Alignment and Consolidation3
Information Regarding the Nominees and Current Trustees5
Additional Information About the Rydex Board and the Nominees10
Board Meetings10
Board Leadership Structure10
Board Committees10
Board Consideration of Each Nominee's Qualifications, Experience, Attributes and Skills11
Ownership of Securities14
Compensation15
Additional Information About the Officers of the Trusts15
Board's Role in Risk Oversight15
Role of Diversity in Considering Board Candidates17
Information About the Trusts' Registered Public Accounting Firm17
Required Vote17
Rydex Board's Recommendation17
OTHER BUSINESS18
ADDITIONAL INFORMATION18
Shareholder Communications18
Investment Adviser18
Administrator, Transfer Agent and Distributor18
Voting Information18
Shareholder Proposals20
APPENDIX A - GOVERNANCE AND NOMINATING COMMITTEE CHARTERA-1
APPENDIX B - NOMINEES, TRUSTEES AND MANAGEMENT OWNERSHIPB-1
APPENDIX C - OFFICERS OF THE TRUSTSC-1
APPENDIX D - INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM AND RELATED FEESD-1
APPENDIX E - OUTSTANDING SHARESE-1
APPENDIX F - BENEFICIAL OWNERS OF MORE THAN 5% OF A CLASS OF EACH FUNDF-1








RYDEX SERIES FUNDS
RYDEX DYNAMIC FUNDS
RYDEX VARIABLE TRUST

805702 King Farm Boulevard
Suite 600200
Rockville, Maryland 20850
(301) 296-5100

JOINT PROXY STATEMENT FOR SPECIAL JOINT MEETING OF SHAREHOLDERS
SHAREHOLDERS
TO BE HELD ON FEBRUARY 21, 2017OCTOBER 24, 2019

This proxy statementJoint Proxy Statement and enclosed Notice of Special Joint Meeting of Shareholders (the “Proxy Statement”“Notice”) and enclosed notice and voting instructionproxy card are being furnished in connection with the solicitation of proxies by and on behalf of the BoardBoards of Trustees (the “Board”(collectively, the “Rydex Board” or their members, the “Rydex Trustees”) of Rydex Series Funds, Rydex Dynamic Funds, and Rydex Variable Trust (the(each, a “Trust” and, collectively, the “Trusts”)., each a Delaware statutory trust. The proxies are being solicited for use at a special joint meeting of shareholders of each Trust and each of its respective series on the Trustlist attached to the Notice (each, a “Fund” and, collectively, the “Funds”) to be held on February 21, 2017October 24, 2019, at 1:10:00 p.m.a.m. Central Time, at the offices of Guggenheim InvestmentsPartners, LLC, located at 227 West Monroe Street, 7th Floor, Chicago, Illinois 60606 (and(with any postponements or adjournments, thereof) (thethe “Meeting”). The Board has called

At the Meeting, and is soliciting proxies fromas described in this Joint Proxy Statement, shareholders of the Global Diversified Equity Fund, GrowthFunds will be asked to consider and Income Fundact upon the following proposals:
1.    To elect the following ten nominees to the Rydex Board:
Randall C. Barnes
Angela Brock-Kyle
Donald A. Chubb, Jr.
Jerry B. Farley
Roman Friedrich III
Thomas F. Lydon, Jr.
Ronald A. Nyberg
Sandra G. Sponem
Ronald E. Toupin, Jr.
Amy J. Lee

2.    To transact such other business as may properly come before the Meeting. 

After careful consideration, the Rydex Board unanimously recommends that shareholders vote “FOR” Proposal 1 (the election of each nominee). Proposal 1 will be voted upon separately by each Trust. However, Proposal 1 applies on a Trust-wide basis, and Global Growth Fund (each, a “Fund” and collectively, the “Funds”), separateall series of theeach Trust with respect to the following proposals (collectively, the “Liquidation Proposal”):

1.To Approve a Plan of Liquidation with Regard to the Global Diversified Equity Fund, Growth and Income Fund and Global Growth Fund

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

You are receiving this Proxy Statement because you are among those who own a variable annuity contract or a variable life insurance policy (each, a “Contract”) issued by the insurance companies that offer the Funds as underlying investment options (the “Participating Insurance Companies”) and have allocated a portion of your contract value to one or more of the Funds (each, a “Contract Owner”). As a Contract Owner, you have the right to instruct the Participating Insurance Company that issued your Contract on how shares of the Fund or Funds attributable to your Contract should be voted at the Meeting as though you are a direct shareholder of those Funds. The Participating Insurance Company that issued your Contract will furnish this Proxy Statement to the Contract Owners participating in their separate accounts that have allocated a portion of their contract values to one or more of the Funds (i.e., own shares of the Funds to be voted at the Meeting),respective Funds) and will solicit voting instructions from those Contract Owners. The Participating Insurance Companiesclasses thereof will vote the shares attributable to the applicable Funds at the Meeting in accordance with the voting instructions received from Contract Owners.together on Proposal 1.

For easeAs further explained below, election of reference, throughout this Proxy Statement, Contract Ownersall of the nominees will align and consolidate the membership of the boards of trustees of the Guggenheim Family of Funds (as defined below) such that all of the funds in the Guggenheim Family of Funds are alsooverseen by the same group of trustees. This alignment and consolidation would address immediate trustee succession needs, provide the opportunity to further streamline and enhance the effectiveness of board oversight and result in other potential benefits, as described below, including the potential for economies of scale for Fund shareholders as certain costs are spread over a larger asset base. The Funds and the other funds advised by the advisers to the Funds and their affiliates are collectively referred to as “shareholders”the “Guggenheim Family of the Funds and voting instructions that you are being asked to provide are referred to as a “vote.Funds.”

The Trust is soliciting voting instructions from shareholders in connection with the Liquidation Proposal.
1



This Joint Proxy Statement and the accompanying Notice and the voting instructionproxy card wereare anticipated to be first mailed to shareholders on or about December 21, 2017.September 13, 2019.

Contract Owners who have selectedThe Rydex Board has determined that the use of this Joint Proxy Statement for the Meeting is in the best interests of each Trust (and its corresponding Funds) and its shareholders because the same matter is being considered and voted on by the shareholders of the other Trusts (and their corresponding Funds).

If you were a shareholder of record of one or more of the Funds for investment through a Contract have a beneficial interest in the Funds, but do not invest directly in or hold shares of the Funds. Participating Insurance Companies, which use the Funds as funding vehicles, are the record owners of the Funds and have voting power with respect to the shares, but pass any voting rights to Contract Owners. As a shareholder as

1


ofat the close of business on November 30, 2016August 26, 2019 (the “Record Date”), the record date fixed by the Rydex Board, you are entitled to notice of, and to vote at, the Meeting.Meeting, even if you no longer own Fund shares.

If you have any questions about the Liquidation Proposal or about voting,1 please call AST Fund Solutions, LLC’s information line at 1-800-967-4614.1-800-783-5609. Financial advisors should call 1-800-345-7999.

IMPORTANT NOTICE REGARDING THE INTERNET AVAILABILITY OF PROXY MATERIALS FOR THE SPECIAL JOINT MEETING OF SHAREHOLDERS TO BE HELD ON FEBRUARY 21, 2017OCTOBER 24, 2019.

This Proxy Statement isThese proxy materials are available on the Internet at http://www.proxyonline.com/docs/clsfunds.pdf. In addition, shareholdersRydex.pdf.

Shareholders can find importantadditional information about the Fundseach Fund in the corresponding Trust’s most recent annual report, dated December 31, 2015, includingand semi-annual reports to shareholders, which include financial reportsstatements for the fiscal year ended December 31, 2015,2018 (audited) and semi-annual report for the periodsix-months ended June 30, 2016.2018 (unaudited), with respect to Rydex Variable Trust and the Multi-Hedge Strategies Fund, Managed Futures Strategy Fund, and Commodities Strategy Fund series of Rydex Series Funds, and financial statements for the fiscal year ended March 31, 2019 (audited) and the six-months ended September 30, 2018 (unaudited), with respect to Rydex Series Funds (excluding the Trust’s Multi-Hedge Strategies Fund, Managed Futures Strategy Fund, and Commodities Strategy Fund) and the Rydex Dynamic Funds. You may obtain copies of these reports without charge by writing to the applicable Trust, by calling 1-800-888-2461the telephone number shown on the front page of this Joint Proxy Statement or at www.guggenheiminvestments.com.

PROPOSAL ONE

ELECTION OF TEN NOMINEES TO THE RYDEX BOARD

Proposal 1 relates to the election of the following individuals to the Rydex Board (each, a “Nominee” and, collectively, the “Nominees”):

Nominees – Current Trustees of the Trusts
•    Angela Brock-Kyle
•    Thomas F. Lydon, Jr.
•    Sandra G. Sponem
Nominees – Not Current Trustees of the Trusts
•    Randall C. Barnes
•    Donald A. Chubb, Jr.
•    Jerry B. Farley
•    Roman Friedrich III
•    Ronald A. Nyberg
•    Ronald E. Toupin, Jr.
•    Amy J. Lee

2



THE LIQUIDATION PROPOSAL
APPROVAL OF A PLAN OF LIQUIDATIONThe Rydex Board is currently composed of five Trustees (collectively, the “Rydex Trustees” or each, a “Rydex Trustee”): Angela Brock-Kyle, Corey A. Colehour, J. Kenneth Dalton, Thomas F. Lydon, Jr., and Sandra G. Sponem. Three of the Nominees are Rydex Trustees: Angela Brock-Kyle, Thomas F. Lydon, Jr. and Sandra G. Sponem (collectively, the “Rydex Nominees”). Seven of the Nominees are not Rydex Trustees (referred to herein as the “Guggenheim Nominees”)—Randall C. Barnes, Donald A. Chubb, Jr., Jerry B. Farley, Roman Friedrich III, Ronald A. Nyberg, Ronald E. Toupin, Jr., and Amy J. Lee—but currently serve as members of the boards of trustees of certain other funds (collectively, the “Guggenheim Funds”) in the Guggenheim Family of Funds (collectively, the Guggenheim Board,” with the members of the Guggenheim Board referred to individually as a “Guggenheim Trustee” and collectively, the “Guggenheim Trustees), as explained below.

BackgroundEach Nominee, other than Ms. Lee, would not be deemed to be an “interested person,” as that term is defined under the Investment Company Act of 1940 (the “1940 Act”), of the Trusts (an “Independent Trustee”). Ms. Lee would be considered an “interested person” of each Trust by virtue of her role with the Funds’ investment adviser and its affiliates (collectively referred to as “Guggenheim Investments”). Of the Rydex Nominees, only Mr. Lydon has previously been elected by shareholders. If elected, the Guggenheim Nominees are expected to assume office immediately following the meeting of the Rydex Board currently scheduled to be held in November 2019, or at such later date following election by shareholders, and would serve during the lifetime of the Trusts or until he or she dies, resigns, has reached the mandatory retirement age, is declared incompetent by a court of appropriate jurisdiction, is removed, or until his or her successors are duly elected and qualified.

AtFollowing discussions with Guggenheim Investments over the past several months and meetings of the Governance and Nominating Committees of the Rydex Board (collectively, the “Governance and Nominating Committee”) with each of the Guggenheim Nominees, the Governance and Nominating Committee selected and recommended, and the Rydex Board unanimously nominated, the Nominees for election as Rydex Trustees at a meeting of the Rydex Board held on November 17, 2016,August 19, 2019. The Rydex Board also determined to increase the Board considered and approved a proposal to liquidate the Funds pursuant to a plan of liquidation (the “Plan of Liquidation”), subject to approval by shareholders of each Fund. The Board based its approval on a number of factors, which are summarized below, including the recommendation of Security Investors, LLC (the “Advisor”), the investment advisersize of the Funds.Rydex Board to accommodate each Nominee.

The discussion
Explanation of the Plan of Liquidation in this Proxy Statement is a brief summaryBoard Alignment and Consolidation

The funds that are part of the principal termsGuggenheim Family of Funds currently are overseen by separate groups of trustees. One of these groups consists of the PlanRydex Trustees. The other group consists of Liquidation,the Guggenheim Trustees. The Guggenheim Family of Funds consists of U.S. registered investment companies advised by the Funds’ investment adviser or its affiliates and is comprised of 6 closed-end funds and 151 open-end funds.

As further explained below, the election of all of the Nominees will align and consolidate the membership of the boards of trustees of the Guggenheim Family of Funds such that all of the funds in the Guggenheim Family of Funds are overseen by the same group of trustees. This alignment and consolidation would address immediate trustee succession needs, provide the opportunity to further streamline and enhance the effectiveness of board oversight and result in other potential benefits, including the potential for economies of scale for Fund shareholders as certain costs are spread over a formlarger asset base.

The Rydex Board and the Guggenheim Board separately determined that it is in the best interests of which is attached hereto as Appendix A. The Planthe funds in the Guggenheim Family of Liquidation will become effective with respectFunds overseen by such boards to align and consolidate the membership of the boards so that all of the funds in the Guggenheim Family of Funds are overseen by the same trustees. Separate proxy statements are being sent to shareholders of the other funds in the Guggenheim Family of Funds who are also being asked to vote on the election of the same slate of nominees to the boards of the respective funds.

Summary of the Reasons for the Board Alignment and Consolidation

Many of the funds in the Guggenheim Family of Funds upon approvalwere organized at different times by shareholders (ordifferent sponsors, and, as soon as practicable thereafter),a result, their governance and board reporting processes do not yet fully reflect a common

3



overall design. Proposal 1 is the result of an effort on the part of the Guggenheim Board, the Rydex Board and Guggenheim Investments to align and consolidate the membership of the boards so that the same trustees serve on each board for the Guggenheim Family of Funds, in connection with Guggenheim Investments’ broader initiative to enhance the liquidationeffectiveness of board oversight. Over the past several months, representatives of the Rydex Board met with representatives of the Guggenheim Board and with Guggenheim Investments to consider and develop the proposal to align and consolidate the membership of the boards. The Independent Trustees also met with their independent legal counsel to consider and discuss matters relating to the alignment and consolidation of the boards.

The Rydex Board believes that it is in the best interests of the Funds to occur on or about February 24, 2017 (the “Liquidation Date”). Priorelect each of the Nominees, thereby creating an aligned, consolidated board that the Rydex Trustees believe would benefit the Funds because, among other reasons, the increased size, diversity, skill sets, backgrounds and depth of experience of the aligned and consolidated board would allow the proposed consolidated board to better respond to the Liquidation Date, eachincreasing complexities of the registered fund business. It also provides the opportunity to address succession issues associated with Trustee retirements, both in the near term and thereafter. The Rydex Board further believes that it is in Fund will engage in business and activities forshareholders’ best interests to have a board that is, to the purposesextent possible, composed of winding down its stated business and affairs, which will cause the Fund to increase its cash holdings and deviate from its investment objective, investment strategies, and investment policies.elected Trustees.

SubjectThe Rydex Board also considered that the board alignment and consolidation proposal is part of a broader effort to approvalalign and enhance the efficiency of the Liquidation Proposal by shareholders,governance of the Funds would be eliminated as an investment option underand the Contracts. As described below, if you do not transfer your contract value allocated toother funds in the applicable Fund or Funds to another investment option available under your Contract byGuggenheim Family of Funds. In reaching the Liquidation Date, or if you do not provide transfer instructions to the Participating Insurance Company that issued your Contract prior to the Liquidation Date, the Trust has been informedconclusion that the Participating Insurance Company will transfer the liquidation proceeds related to your contract value allocated to the applicable Fund or Funds to a default investment option selected by the Participating Insurance Company, as identified under “Default Investment Optionsboard alignment and Transfer Rights” below.

Reasons for the Proposed Liquidation

At a meeting held on November 17, 2016, the Board considered whether it would be appropriate andconsolidation is in the best interests of the Funds and their respective shareholders, to liquidate the Funds. After carefully considering information that it believed to be reasonably necessary to reach its conclusion, the Board unanimously approvedof each Trust considered a number of factors, including the liquidationfollowing:

the potential for greater Board oversight efficiencies, including consistent and uniform oversight of common matters and processes across the Guggenheim Family of Funds;

the likely benefits of holding joint board and committee meetings and creating a uniform committee structure, as well as a single set of committee charters and board and committee policies and processes;

certain governance and other costs would be spread over a larger asset base, which could lead to reduced costs experienced by individual funds in the Guggenheim Family of Funds over time;

Guggenheim Investments and officers of the funds in the Guggenheim Family of Funds could focus greater resources and time on matters that more directly benefit shareholders, such as new product initiatives, distribution opportunities, fund services and other matters;

greater uniformity of shareholder experiences throughout the Guggenheim Family of Funds; and

a consolidated board is consistent with common industry practices.

Members of the Governance and Nominating Committee (which is comprised solely of Independent Trustees) met with each of Randall C. Barnes, Donald A. Chubb, Jr., Jerry B. Farley, Roman Friedrich III, Ronald A. Nyberg, Ronald E. Toupin, Jr., and Amy J. Lee prior to his or her nomination to the Rydex Board, and the Committee considered each Nominee, including his or her qualifications and experience, and recommended each Nominee’s nomination to the Rydex Board. Based on this recommendation, the Rydex Board has recommended for election by shareholders each of the Nominees to the Rydex Board.

Likewise, the Guggenheim Board also has recommended for election by shareholders each of Angela Brock-Kyle, Thomas F. Lydon, Jr., and Sandra G. Sponem (in addition to Ms. Lee and Messrs. Barnes, Chubb, Farley, Friedrich, Nyberg, and Toupin) to serve on the Guggenheim Board, subject to approval by shareholders of the applicable Guggenheim Funds trust. In addition to the Funds and the Plan of Liquidation, as well as the submission of the Plan of Liquidation to Fund shareholders for approval. In evaluating the proposed liquidation of theGuggenheim Funds, the Board considered information provided by the Advisor and other related considerations, including information regarding each Fund’s (i) current and historical asset size, (ii) current and historical investment performance; and (iii) distribution and growth prospects. The Board also considered that the Funds were established in partnership with CLS Investments, LLC (“CLS”), which recently notified the Advisor that it was no longer interested in serving as the investment sub-adviser to the Funds. In this connection, the Board further considered the likelihood that current shareholders of the Funds, the majority of which are CLS advisory clients, would redeem their interests in the Funds in favor of other CLS-advised products. The Board also noted the Funds distribution prospects with a significantly smaller asset base and the probability that the Funds would have limited success attracting new assets and sufficient market interest in the near future. In addition, the Board considered, among other things: (i) the transfer rights of shareholders, as described in this Proxy Statement; (ii) alternatives to liquidation, such as a merger or a transfer of assets, and the Advisor’s recommendation that the Board approve the liquidation of the Funds; and (iii) the liquidation (and transfers of contract values) should not be a taxable event to shareholders. The Board also took into

3


account that pursuant to the proposed Plan of Liquidation, the Advisor would bear certain expenses associated with the liquidation of the Funds as explained under the section entitled “Cost of the Solicitation/Liquidation” below.

Accordingly, in light of all of the facts and circumstances and in the exercise of its business judgment, the Board unanimously approved the submission of the Plan of Liquidation to shareholders for their approval and determined that liquidating the Funds would be in the best interests of the Funds and their respective shareholders. The Board recommends that shareholders approve the Plan of Liquidation.

Although shareholder approval is not necessary to liquidate the Funds under the Trust’s organizational documents, shareholder approval of the Plan of Liquidation is solicited to meet applicable regulatory requirements with respect to the transfer of contract values allocated to the Funds to another investment option available under the Contracts.

Plan of Liquidation

If the Plan of Liquidation is approved by shareholders, the Funds will liquidate in accordance with the terms and conditions of the Plan of Liquidation. The liquidation of each Fund will involve, among other things, (i) the cessation of the Fund’s business, which will include departing from its stated investment objective, strategies and policies as it prepares to distribute its remaining assets to shareholders, (ii) converting the Fund’s portfolio securities and other assets into cash, cash equivalents or other liquid assets, (iii) payment of its known and reasonably ascertainable debts, (iv) the distribution of a liquidating distribution of the Fund’s remaining assets in cash, in-kind or a combination of both, ratably according to the number of shares of each shareholder as of the close of business on the Liquidation Date, and (v) otherwise winding-up the Fund’s business and affairs. Until such time as the Funds are liquidated, each Fund will continue to pay its contractual fees and operating expenses, subject to its current expense limitation agreement.

If the Plan of Liquidation is not approved, the Board will consider other actions that may be taken with respect to the Funds, including, without limitation, potentially a merger or a transfer of assets or the repositioning of the Funds’ principal investment strategies.

The Plan of Liquidation is not expected to affect the value of your interest in your Contract, although shareholders may bear increased transaction costs incurred in connection with the disposition of the Funds’ portfolio securities and other assets.

Default Investment Options and Transfer Rights. As soon as practicable on or after the Liquidation Date, each Fund will send to the applicable Participating Insurance Companies, on behalf of a shareholder who has not yet transferred his or her contract value, liquidation proceeds equal to the shareholder’s proportionate interest in the remaining assets of the Fund. The liquidation proceeds will be reinvested by the Participating Insurance Companies on behalf of the Contract Owners in an alternative investment option available under their Contract pursuant to instructions received from the Contract Owner. The Trust has been informed that, if no voting instructions are received, the proceeds will be reinvested on behalf of the Contract Owner in a default investment option until other instructions are received, as follows:

If you are a participant in a registered group annuity contract or you hold an individual variable annuity contract issued by First Security Benefit Life Insurance and Annuity Company of New York or by Security Benefit Life Insurance Company, your contract value will be reinvested in the Rydex Variable Trust - U.S. Government Money Market Fund or AIM Variable Insurance Funds (Invesco
open-

4



Variable Insurance Funds) - Invesco V.I. Government Money Marketend and closed-end funds comprising the Guggenheim Family of Funds have also recommended the trustee nominees for election to further effect the board consolidation.

Each Nominee has consented to serve as a Rydex Trustee, if elected, and to be named in this Joint Proxy Statement. There is no reason to believe that the Nominees will become unavailable for election as a Rydex Trustee, but if that should occur before the Meeting, votes will be cast for the persons the Governance and Nominating Committee and the Rydex Board recommend.

The term of office of each Rydex Trustee, if elected at this Meeting, terminates when he or she dies, resigns, has reached the mandatory retirement age, is declared incompetent by a court of appropriate jurisdiction, is removed, or until his or her successors are duly elected and qualified.

Information Regarding the Nominees and Current Trustees

The following table lists the Nominees, their year of birth, current position(s) held with the Trusts, length of time served, principal occupations during the past five years, number of funds currently overseen within the Guggenheim Family of Funds and other directorships held by the Nominees during the past five years. Each Nominee, other than Ms. Lee, would be an Independent Trustee. Ms. Lee would be an “interested person” of each Trust by virtue of her role with Guggenheim Investments. In the tables below, the term “Fund Complex” has the same meaning as Guggenheim Family of Funds, which for the purposes of this table includes an additional fund that has a servicing agent that is an affiliated person of the Funds' investment adviser.

Name, Address1 and Year of Birth of Nominees
Position(s) Held with the Trusts
Term of Office and Length of Time Served2
 Principal Occupation(s) During Past 5 YearsNumber of Portfolios in the Guggenheim Family of Funds Overseen by Nominee
Other Directorships Held by Nominees During Past 5 Years3
Independent Trustees
Randall C. Barnes
(1951)
None (Nominee)N/A
Current: Private Investor (2001-present).
Former: Senior Vice President and Treasurer, PepsiCo, Inc. (1993-1997); President, Pizza Hut International (1991-1993); Senior Vice President, Strategic Planning and New Business Development, PepsiCo, Inc. (1987-1990).
49
Current: Trustee, Purpose Investments Funds (2013-present).
Former: Managed Duration Investment Grade Municipal Fund (2003-2016).
Angela Brock-Kyle
(1959)
TrusteeSince 2016 (Rydex Series Funds; Rydex Dynamic Funds; and Rydex Variable Trust)
Current: Founder and Chief Executive Officer, B.O.A.R.D.S (consulting firm).
Former: Senior Leader, TIAA (financial services firm) (1987-2012).
109None.

5



Name, Address1 and Year of Birth of Nominees
Position(s) Held with the Trusts
Term of Office and Length of Time Served2
 Principal Occupation(s) During Past 5 YearsNumber of Portfolios in the Guggenheim Family of Funds Overseen by Nominee
Other Directorships Held by Nominees During Past 5 Years3
Donald A. Chubb, Jr.
(1946)
None (Nominee)N/A
Current: Retired.
Former: Business broker and manager of commercial real estate, Griffith & Blair, Inc. (1997-2017).
48Former: Midland Care, Inc. (2011-2016).
Jerry B. Farley
(1946)
None (Nominee)N/ACurrent: President, Washburn University (1997-present).48
Current: CoreFirst Bank & Trust (2000-present).
Former: Westar Energy, Inc. (2004-2018).
Roman Friedrich III
(1946)
None (Nominee)N/ACurrent: Founder and Managing Partner, Roman Friedrich & Company (1998-present).48Former: Zincore Metals, Inc. (2009-January 2019).
Thomas F. Lydon, Jr.
(1960)
Trustee and Chairperson of the Governance and Nominating Committee
Since 2005 (Trustee, Rydex Series Funds; Rydex Dynamic Funds; and Rydex Variable Trust)

Since 2017 (Chairperson of the Governance and Nominating Committee, Rydex Series Funds; Rydex Dynamic Funds; and Rydex Variable Trust)
Current: President, Global Trends Investments (registered investment adviser) (1996-present).109Current: Board of Directors of US Global Investors (GROW) (1995-present) and Board of Trustees Harvest Volatility Edge Trust (3) (2017-present).

6



Name, Address1 and Year of Birth of Nominees
Position(s) Held with the Trusts
Term of Office and Length of Time Served2
 Principal Occupation(s) During Past 5 YearsNumber of Portfolios in the Guggenheim Family of Funds Overseen by Nominee
Other Directorships Held by Nominees During Past 5 Years3
Ronald A. Nyberg
(1953)
None (Nominee)N/A
Current: Partner, Momkus LLC (2016-present).
Former: Partner, Nyberg & Cassioppi, LLC (2000-2016); Executive Vice President, General Counsel, and Corporate Secretary, Van Kampen Investments (1982-1999).

49
Current: PPM Funds (9) (2018-present); Edward-Elmhurst Healthcare System (2012-present); Western Asset Inflation-Linked Income Fund (2003-present); Western Asset Inflation-Linked Opportunities & Income Fund (2004-present).
Former: Managed Duration Investment Grade Municipal Fund (2003-2016).
Sandra G. Sponem
(1958)
Trustee and Chairperson of the Board
Since 2016 (Trustee, Rydex Series Funds; Rydex Dynamic Funds; and Rydex Variable Trust)

Since 2019 (Chairperson of the Board, Rydex Series Funds; Rydex Dynamic Funds; and Rydex Variable Trust)
Retired.
Former: Senior Vice President and Chief Financial Officer, M.A. Mortenson Companies, Inc. (construction and real estate development company) (2007-2017).
109Current: Boards of Trustees of SPDR Series Trust (78) (2018-present); SPDR Index Shares Funds (31) (2018-present); SSGA Active Trust (12) (2018-present); and SSGA Master Trust (1) (2018-present).

7



Name, Address1 and Year of Birth of Nominees
Position(s) Held with the Trusts
Term of Office and Length of Time Served2
 Principal Occupation(s) During Past 5 YearsNumber of Portfolios in the Guggenheim Family of Funds Overseen by Nominee
Other Directorships Held by Nominees During Past 5 Years3
Ronald E. Toupin, Jr.
(1958)
None (Nominee)N/A
Current: Portfolio Consultant (2010-present); Member, Governing Council, Independent Directors Council (2013-present); Governor, Board of Governors, Investment Company Institute (2018-present).
Former: Member, Executive Committee, Independent Directors Council (2016-2018); Vice President, Manager and Portfolio Manager, Nuveen Asset Management (1998-1999); Vice President, Nuveen Investment Advisory Corp. (1992-1999); Vice President and Manager, Nuveen Unit Investment Trusts (1991-1999); and Assistant Vice President and Portfolio Manager, Nuveen Unit Investment Trusts (1988-1999), each of John Nuveen & Co., Inc. (1982-1999).
48
Current: Western Asset Inflation-Linked Income Fund (2003-present); Western Asset Inflation-Linked Opportunities & Income Fund (2004-present).
Former: Managed Duration Investment Grade Municipal Fund (2003-2016).




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Name, Address1 and Year of Birth of Nominees
Position(s) Held with the Trusts
Term of Office and Length of Time Served2
 Principal Occupation(s) During Past 5 YearsNumber of Portfolios in the Guggenheim Family of Funds Overseen by Nominee
Other Directorships Held by Nominees During Past 5 Years3
Interested Trustee
Amy J. Lee
(1961)
PresidentSince 2017 (Rydex Series Funds; Rydex Dynamic Funds; and Rydex Variable Trust)
Current: Interested Trustee, certain other funds in the Fund Complex (2018-present); President, certain other funds in the Fund Complex (2017-present); Chief Legal Officer, certain other funds in the Fund Complex (2014-present); Vice President, certain other funds in the Fund Complex (2007-present); Senior Managing Director, Guggenheim Investments (2012-present).

Former: Vice President, Associate General Counsel and Assistant Secretary, Security Benefit Life Insurance Company and Security Benefit Corporation (2004-2012).
48None.

1.The business address of each Trustee (and Nominee) is c/o Guggenheim Investments, 702 King Farm Boulevard, Suite 200, Rockville, Maryland 20850.

2.Each Trustee serves (and Nominee would serve) during the lifetime of the Trusts or until he or she dies, resigns, has reached the mandatory retirement age, is declared incompetent by a court of appropriate jurisdiction, is removed, or until his or her successors are duly elected and qualified. Time served may include time served in the respective position for the predecessor entities.

3.Messrs. Barnes, Chubb, Farley, Friedrich, Nyberg and Toupin and Ms. Lee also serve on the boards of trustees of Guggenheim Funds Trust, Transparent Value Trust, Guggenheim Variable Funds Trust, Guggenheim Strategy Funds Trust, Fiduciary/Claymore Energy Infrastructure Fund, Guggenheim Taxable Municipal Managed Duration Trust, Guggenheim Strategic Opportunities Fund, Guggenheim Enhanced Equity Income Fund, Guggenheim Energy & Income Fund and Guggenheim Credit Allocation Fund.



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Additional Information About the Rydex Board and the Nominees

The following includes additional information about the current structure of the Rydex Board as well 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 implemented, 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 such independent legal counsel at board and committee meetings. The Rydex Board has determined that this leadership structure, including an Independent Chairperson, a supermajority of Independent Trustees and committee membership limited to Independent Trustees, is appropriate in light of the characteristics and circumstances of the Trusts.

Board Committees

Audit Committee—Mses. Brock-Kyle and Sponem, and Messrs. Colehour, Dalton, and Lydon, each an Independent Trustee, serve on the Audit Committee of the Rydex Board (the “Audit Committee”). The Audit Committee is generally responsible for certain oversight matters, such as reviewing the Trusts’ systems for accounting, financial reporting and internal controls and, as appropriate, the internal controls of certain service providers, overseeing the integrity of the Trusts’ financial statements (and the audit thereof), as well as the qualifications, independence and performance of the Trusts’ independent registered public accounting firm. The Audit Committee is also responsible for recommending to the Rydex Board the appointment, retention and termination of the Trusts’ independent registered public accounting firm and acting as a liaison between the Rydex Board and the corresponding Trust’s independent registered public

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accounting firm. The Audit Committee held four meetings during the Trusts’ most recently completed fiscal year.
Governance and Nominating Committee—Mses. Brock-Kyle and Sponem, and Messrs. Colehour, Dalton, and Lydon, each an Independent Trustee, serve on the Governance and Nominating Committee. The purpose of the Governance and Nominating Committee is to review matters and make recommendations to the Rydex Board pertaining to the composition, committees and operations of the Rydex Board, including Independent Trustee compensation and expense reimbursement. The Governance and Nominating Committee is responsible for recommending qualified candidates to the 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 as it reviews its own candidates. Such recommendations should be submitted to the Secretary of the applicable Trust. The Trusts 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 recommended by Fund (Series II shares)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 vacancy were to exist, in the same manner as it reviews its own candidates.

The following is a summary of each Nominee’s qualifications, experience, 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 a basis for the Rydex Board’s conclusion that each Nominee is qualified to serve (or continue to serve, as applicable) 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 the Rydex Board or other trusts in the Guggenheim Family of Funds, their business and professional background and their knowledge of the Guggenheim Family of Funds and the various service providers to such funds. The Nominees have varied experiences, attributes and skills that may be utilized in overseeing the operations of the Funds, including the Funds’ performance and service providers. Generally, no one factor was decisive or controlling in the selection of an individual as a Nominee.

Randall C. Barnes—Mr. Barnes has served as a Trustee of Guggenheim Funds Trust since 2014, of Transparent Value Trust since 2015, and as a trustee of other funds in the Guggenheim Family of Funds since 2004. Through his service as a Guggenheim Trustee and a trustee of other funds in the Guggenheim Family of Funds, his service on other registered investment company boards, prior employment experience as

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President of Pizza Hut International and as Treasurer of PepsiCo, Inc. and his personal investment experience, Mr. Barnes 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 the Trusts were consolidated into a single committee, Ms. Brock-Kyle served as a member of the stand-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 public, private and non-profit organizations, including service as audit committee chair and as a member of governance and nominating committees. From 2014 to 2018, Ms. Brock-Kyle served as a director of Infinity Property & Casualty Inc., depending uponand since 2019 she has served as a director of Hunt Companies, Inc. Ms. Brock-Kyle’s extensive experience in the financial services industry, knowledge of the asset management industry, and experience serving on other boards qualifies her to serve as Trustee.

Donald A. Chubb, Jr.—Mr. Chubb has served as a Trustee 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 1994. 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 Company (Topeka, KS), Mr. Chubb is experienced in financial, regulatory and investment matters.

Dr. Jerry B. Farley—Dr. Farley has served as a Trustee 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 the Guggenheim Board and his experience in the administration of the academic, business and fiscal operations of educational institutions, including currently serving as President of Washburn University, and service on other boards, Dr. Farley is experienced in accounting, financial, regulatory and investment matters. The Guggenheim Board has determined that Dr. Farley is an “audit committee financial expert” as defined by the U.S. Securities and Exchange Commission (“SEC”).

Roman Friedrich III—Mr. Friedrich has served as a Trustee of Guggenheim Funds Trust since 2014, of Transparent Value Trust since 2015, and as a trustee of other funds in the Guggenheim Family of Funds since 2003. 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 Contracts Review Committee of the Guggenheim Board, his prior service on other public company boards, his experience as Founder and Managing Partner of Roman Friedrich & Company, a financial advisory firm, and 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 service as trustee of the 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 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

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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 of the Trusts, Mr. Lydon is currently President of Global Trends Investments, a registered investment adviser, where he has served since 1996. Mr. Lydon also has served on the board of U.S. Global Investors, Inc. (GROW), the investment options availableadviser and transfer agent to youthirteen 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 of the Trusts, his experience serving on another board, and his related work experience, Mr. Lydon has extensive knowledge of the mutual fund business and the financial services industry.

Ronald A. Nyberg—Mr. Nyberg has served as a Trustee of Guggenheim Funds Trust since 2014, of Transparent Value Trust since 2015, and as a trustee of other funds in the Guggenheim Family of Funds since 2003. 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 Nominating and 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. Nyberg 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 the Trusts were consolidated into a single committee, Ms. Sponem served as a member of 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 certified public accountant. Ms. Sponem’s extensive knowledge of accounting and finance and the financial services 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 determined that Ms. Sponem is an “audit committee financial expert” as defined by the SEC.

Ronald E. Toupin, Jr.—Mr. Toupin has served as a Trustee of Guggenheim Funds Trust since 2014, of Transparent Value Trust since 2015, and as a trustee of other funds in the Guggenheim Family of Funds since 2003. Mr. Toupin 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 Guggenheim 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 Guggenheim Funds and certain other funds in the Guggenheim Family of Funds, 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 Funds’ investment adviser (or its affiliates) and other service providers, and their operations, as well as the regulatory requirements governing regulated investment

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companies and the responsibilities of investment company boards as a result of their experience overseeing the Funds and/or other funds in the Guggenheim Family of Funds.

References to the 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 shall not impose any greater responsibility or liability on any such person or on the Nominee by reason thereof.

Ownership of Securities

As of June 30, 2019, the Nominees and current Trustees beneficially owned shares of the Funds in the dollar 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 such date.

None of the Nominees or their immediate family members had any interest in the Funds’ investment adviser or distributor, or any person controlling, controlled by or under your Variable Contract.common control with such persons. For this purpose, “immediate family member” includes the Nominee’s spouse, children residing in the Nominee’s household and dependents of the Nominee. As of June 30, 2019, the Nominees, Trustees and officers (as a group) owned less than 1% of the outstanding shares of any share class of each Fund, except as listed in Appendix B.




Name




Fund


Dollar Range of Equity Securities in the Funds
Aggregate Dollar Range of Equity Securities in all Funds Overseen by Trustee in the Guggenheim Family of Funds
Randall C. BarnesNoneNoneOver $100,000
Angela Brock-KyleNoneNoneNone
Donald A. Chubb, Jr.

U.S. Government
Money Market Fund
(a series of Rydex Series Funds)
$1-$10,000Over $100,000
Jerry B. Farley

Biotechnology Fund
(a series of Rydex Series Funds)
Over $100,000Over $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 IIINoneNoneOver $100,000
Thomas F. Lydon, Jr.NoneNoneNone
Ronald A. NybergNoneNoneOver $100,000
Sandra G. SponemNoneNoneNone
Ronald E. Toupin, Jr.NoneNoneOver $100,000
Amy J. Lee
S&P 500® Fund
(a series of Rydex Series Funds)
Over $100,000Over $100,000

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Compensation

The Independent 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 TrusteeAggregate Compen-sation from Rydex Series Funds for the Fiscal Year Ended March 31, 2019Aggregate Compen-sation from Rydex Series Funds for the Fiscal Year Ended December 31, 2018Aggregate Compen-sation from Rydex Dynamic Funds for the Fiscal Year Ended March 31, 2019Aggregate Compensation from Rydex Variable Trust for the Fiscal Year Ended December 31, 2018Aggregate 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 you are a participantshareholders approve Proposal 1, it is expected that the Trustees will reconsider their compensation structure such that the members of each board in a registered group annuity contract or you hold an individual variable annuity contract issued by Jefferson National Life Insurance Company, your contract valuethe Guggenheim Family of Funds will be reinvested in the AIM Variable Insurance Funds (Invesco Variable Insurance Funds) - Invesco V.I. Government Money Market Fund (Series I shares).compensated under a new, unified compensation structure.

If youThe 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 a participant in a registered group annuity contract or you hold an individual annuity contract issued by Nationwide Life Insurance Company, your contract value will be reinvested in the Nationwide Variable Insurance Trust - NVIT Money Market Fund (Class II Shares).Independent Trustees.

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

NeitherOfficers 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, norincluding the Advisor had any role in selectingday-to-day management and administration of the defaultFunds and of the risks that arise from the Funds’ investments and operations, is performed by third-party service providers, primarily the Funds’ investment options.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



Tax Consequences. The liquidation and transfer of contract values in connectionhas oversight responsibility with the Liquidation Proposal will not create a U.S. federal income tax liability for Contract Owners, subjectrespect to the continued compliance through the Liquidation Date or transfer of contract values of bothrisk management functions performed by those service providers. Risks to the Funds and the Participating Insurance CompaniesTrusts 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 Funds 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 U.S. federal income tax rules governing such arrangements.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 required 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 the Liquidity Program Administrator that addresses the operation of the 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.

16



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 periodic reports the Rydex Board receives, the Rydex Board may not be 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 other funds that are advised by the investment adviser. The role of the Rydex Board and of any individual Trustee is one of oversight and not of management of the day-to-day affairs of the 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 overall diversity of the Rydex Board’s composition. The Governance and Nominating Committee believes the Rydex Board benefits from diversity of background, experience and views among its members, and considers this a factor in evaluating the composition of the Rydex 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 Record Date.

For informationeach 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 votes cast (even if they receive less than a majority) will be elected as Trustees. As of the date of this Joint Proxy Statement, because each of the Nominees 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 U.S. federal income taxationa Trust-wide basis, and all series of each Trust (i.e., the respective 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 affect Proposal 1 (or any other proposal) or the election of a Nominee with respect to a Contract,the 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 impactpossible appointment of transfers of contract valuesnew trustees in anticipation or subsequent to the Funds’ proposed liquidation, please refer to the Contract prospectus or contact the Participating Insurance Company that issued your Contract. Contract Owners are urged to consult their tax advisorscompliance with specific reference to their own tax situations.applicable law.

Rydex Board’s Recommendation

THE RYDEX BOARD UNANIMOUSLY RECOMMENDS THAT
THAT SHAREHOLDERS OF THE FUNDS VOTE “FOR” THE LIQUIDATION PROPOSAL.“FOR”
PROPOSAL 1 (ELECTION OF EACH NOMINEE)

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OTHER BUSINESS

TheAs of the date of this Joint Proxy Statement, the Rydex Trustees do not knowknew of any mattersno matter to be presented at 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 card.proxy.

ADDITIONAL INFORMATION

Shareholder Communications

Shareholders wishing to communicate with the Rydex Board or a Rydex Trustee should send such correspondence to the Rydex Board or Rydex Trustee at the Trusts’ offices. Shareholder communications will be sent directly to the applicable Rydex Trustee(s).

Investment Adviser

Security Investors, LLC with its principal place of business(“Security Investors”), located at 702 King Farm Boulevard, Suite 200, Rockville, Maryland 20850, serves as the investment 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 commodity pool operator (“CPO”) and is a 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 investment adviser to the Funds. The Advisor is a Kansas limited liability company, doing business since November 27, 1961, and has been a federal registered investment adviser since 1971. The Advisor does business as Guggenheim Investments. The Advisor is an indirect wholly-owned subsidiary of Guggenheim Capital, LLC, an affiliate of Guggenheim Partners, LLC, a global, diversified financial services firm. Guggenheim Investments represents the investment management division

5


of Guggenheim Partners, LLC. The Advisor is an affiliate of Security Benefit Life Insurance Company (“SBL”), which is a Participating Insurance Company.

Investment Sub-Adviser

CLS Investments LLC, with its principal place of business located at 17605 Wright Street, Omaha, Nebraska, 68130, serves as investment sub-advisor to the Funds and is responsibletransfer agent for the day-to-day management of each Fund’s portfolio. CLS has been an investment adviser to individuals, employee benefit plans, trusts, and corporations since 1989, and, as of December 31, 2015, manages approximately $6.4 billion in assets. CLS manages the day-to-day investment and the reinvestment of the assets of the Funds in accordancepursuant to an Amended and Restated Service Agreement with the investment objectives, policies,Trusts, and limitations ofacts as the administrative agent for each Fund, subject to the general supervision and control of the Advisor andFunds pursuant to an Accounting Services Agreement with the Board and the officers of the Trust. CLS is a wholly-owned subsidiary of NorthStar Financial Services Group, LLC (“NorthStar”), a Nevada limited liability company. NorthStar’s voting interests are controlled 50% by Michael Miola and 50% by members of the family of the late Patrick Clarke, co-founder of NorthStar.

Principal Underwriter/DistributorTrusts, as amended.

Guggenheim Funds Distributors, LLC (the “Distributor”(“GFD”), an affiliate of the Advisor, serves as principal underwriter for the Funds. The principal business address of the Distributor is 227 West Monroe Street, 7th Floor, Chicago, Illinois 60606.

Administrator

MUFG Investor Services (US), LLC (formerly, Rydex Fund Services, LLC) (“MUFG Investor Services”) serves as the Funds’ administrator and is located at 805702 King Farm Boulevard, Suite 600,200, Rockville, Maryland 20850. In addition, MUFG Investor Services20850, a Delaware limited liability company, serves as the Funds’ transfer agent and dividend disbursing agent under a transfer agency and service agreement with the Trust.

Other Information

Proxy materials, reports and other information filed by the 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 also contains other information about the Funds.

Share Ownership. To the Trust’s knowledge, the Trustees and officers of the Trust did not own in the aggregate 1% or more of the outstandingprincipal underwriter for shares of the Funds as of the Record Date.Trusts pursuant to a Distribution Agreement between each Trust and GFD. 

As of the Record Date, each Fund had the following number of shares outstanding and entitled to vote at the Meeting:
FundNumber of Shares Outstanding
Global Diversified Equity Fund371,344
Growth and Income Fund429,319
Global Growth Fund127,564

As of the Record Date, the following shareholders owned of record or beneficially five percent or more of the shares of the Funds:


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Fund
Percentage of
Fund Owned
Name and Address
Global Diversified Equity Fund76.74%
Security Benefit Life Insurance Company
One Security Benefit Place
Topeka, KS 66636
16.71%
Nationwide Insurance Company
One Nationwide Plaza
Columbus, OH 43215
Growth and Income Fund68.98%
Security Benefit Life Insurance Company
One Security Benefit Place
Topeka, KS 66636
25.20%
Nationwide Insurance Company
One Nationwide Plaza
Columbus, OH 43215
Global Growth Fund50.94%
Nationwide Insurance Company
One Nationwide Plaza
Columbus, OH 43215
45.86%
Security Benefit Life Insurance Company
One Security Benefit Place
Topeka, KS 66636

Voting Information

Proxy Solicitation.The principal solicitation of proxies will be by the mailing of this Joint Proxy Statement, on or about December 21, 2016, but proxies may also be solicited by telephone and/or in person by representatives of the Trust,Trusts, regular employees of the AdvisorGuggenheim Investments or its affiliate(s), or AST Fund Solutions, LLC, a privatethe Funds’ proxy services firm.solicitor. If we have not received your vote as the date of the Meeting approaches, you may receivebe contacted by a telephone call from these partiesrepresentative of the Funds or AST Fund Solutions, LLC, the Funds’ proxy solicitor, reminding you to ask forvote your vote. To the extent applicable and practicable, arrangementsshares. Arrangements will be made with brokerage houses and other custodians, nominees, and fiduciaries to forward proxies and proxy materials to their principals.

Cost of the Solicitation/Liquidation. Meeting.The cost of the Meeting, including the costs of retaining AST Fund Solutions, LLC, the Funds’ proxy solicitor, 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

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clients, will be borne by the Advisor or its affiliates.Funds. The estimated cost of retaining AST Fund Solutions, LLC as proxy solicitation agent for the Funds is approximately $9,190.$111,302. The Advisor will bear these costs as well as the cost of legal and accounting expenses associated with the proposed liquidation. Each Fund, however, will bear the explicit transaction costs associated with the sale or disposition of portfolio holdings of the Fund in connection withMeeting will be allocated among the proposed liquidation, which are expected to be immaterial,Funds based on each Fund’s number of shareholder accounts and the implicit transaction costs built into the price of bonds and other instruments. Quantifying implicit transaction costs, which may be affected by market volatility as well as other factors, is difficult and involves some degree of subjectivity. Although the Advisor will seek to limit transaction costs, they will have an impact on the value of your investment.net assets.

Shareholder VotingVoting.. Shareholders If you were a shareholder of record of any of the Funds who own shares atas of the close of business on the Record Date, will beyou are entitled to notice of, and to vote at, the Meeting. Each share is entitled to one vote and each fractional share is entitled to a fractional vote. TheMeeting, 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 to which voting instructions may be provided to the Trust (or a Participating Insurance Company, as applicable) is determined by dividing the Contract Owner’s contract value attributable to the Fund onof 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 net asset value per shareapplicable 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 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 same date.


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Thirty-three and one-third percent (33 1/3%) of the total combined net asset value of theRecord Date. If you hold your shares of each Fund entitledin a brokerage account or through a bank or other nominee, you will not be able to vote represented in person or by proxy, will constitute a quorum for the Meeting and must be present in person or by proxy for the transaction of business at the Meeting 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 Fund. Only proxies that are voted, abstentionsGuggenheim Family of Funds.

Abstentions and Broker Non-Votes. Abstentions and “broker non-votes” will be counted toward establishing a quorum but abstentions and “broker non-votes” will not be counted as shares voted (votes cast)votes cast with respect to Proposal 1. Accordingly, assuming the Liquidation Proposal.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 broker or nominee does not have discretionary voting power.authority to vote with respect to a particular proposal.

Each Participating Insurance Company willIn addition, broker-dealer firms holding shares of a Fund in “street name” for the benefit of their customers and clients may request the instructions of such customers and clients on how to vote their shares on Proposal 1 before the shares attributableMeeting. Under the rules of the New York Stock Exchange (the “NYSE”), broker-dealers that are members of the NYSE that have not received instructions from a customer may grant

19



authority to the applicable Fund or Funds at the Meeting in accordance with the voting instructions received from Contract Owners. The Participating Insurance Companies will use proportional votingproxies designated to vote on behalf of Contract Owners that do not provide voting instructions and/or for which aProposal 1. A properly executed proxy card isor other authorization by a beneficial owner of shares that does not properly executed. As a result,specify how the Participating Insurance Companies willbeneficial owner’s shares should be voted on Proposal 1 may be deemed an instruction to vote thesuch shares held in eachfavor of its separate accounts for which it hasProposal 1. Broker-dealers who are not received timely voting instructions and/or for which a proxy card is not properly executed, in the same proportion as it votes shares held by that separate account for which it has received timely and properly executed voting instructions. If no voting instructions are received timely for the shares held in a separate account, the Participating Insurance Companies will vote any shares held by such separate account in the same proportion as votes cast by all of its other separate accounts in the aggregate. Because the Participating Insurance Companies use proportional voting, the presencemembers of the Participating Insurance Companies at the Meeting shall be sufficient to constitute a quorum for the transaction of business at the Meeting.

The MeetingNYSE may be adjourned for any reason consistent with applicable law and the Trust’s Declaration of Trust and Amended and Restated By-Laws (the “By-Laws”).

The person(s) named as proxies on the enclosed voting instruction card will vote in accordance with your directions, if your proxy is received properly executed. If we receive your proxy, and it is executed properly, but you give no voting instructions with respectsubject to any proposal, your shares will be voted “FOR” the Liquidation Proposal. The duly appointed proxiesother rules, which may in their judgment, vote upon such other matters asor may properly come before the Meeting.

In order that your shares may be represented at the Meeting, you are requestednot permit them to vote your shares by mail, Internetwithout instruction. We urge you to provide instructions to your bank, broker or telephone by followingother nominee so that your votes may be counted.

Adjournment. The President of the enclosed instructions. 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.IF YOU VOTE BY TELEPHONE OR INTERNET, PLEASE DO NOT RETURN YOUR VOTING INSTRUCTION CARD, UNLESS YOU LATER ELECT TO CHANGE YOUR VOTE. You

A shareholder vote may revoke your proxy: (a) at any time priorbe taken on Proposal 1 (or other proposal) as it relates to its exercise by written notice of its revocation to the Secretary of thea 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; (b) by the subsequent execution and timely return of another proxy priorMeeting is adjourned to permit additional solicitation with respect to Proposal 1 as it relates to the Meeting (followingother Trusts or any other proposal relating to the methods noted above); Trusts.

Shareholders Sharing the Same Address. As permitted by law, only one copy of the Notice of Internet Availability of Proxy Materials and/or (c) by being present and voting in personthis Joint Proxy Statement may be delivered to shareholders residing at the Meetingsame address, unless such shareholders have notified the Trusts of their desire to receive multiple copies of the shareholder reports and giving oral notice of revocationproxy statements that the Trusts send. If you would like to receive an additional copy, please contact the Trusts by writing to the chairTrusts’ 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 Meeting. However, attendance in-personNotice 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 Meeting, by itself, will not revokefuture, and shareholders sharing an address that wish to receive a previously-tendered proxy.single copy if they are receiving multiple copies, should also send a request as indicated.

Required Vote. Approval of the Liquidation Proposal requires the vote of a majority of the shares of each Fund entitled to vote. Assuming the presence of a quorum, abstentions and broker non-votes have the effect of a negative vote. Approval of any other proposal would be subject to the applicable voting requirements as set forth in the Trust’s Declaration of Trust and By-Laws.


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Shareholder Proposals

As a general matter, theeach 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 Trust beginsTrusts begin to print and set 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. PersonsThe 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 SHOULD YOU PREFER TO VOTE BY ONE OF THOSE METHODS.TELEPHONE.

By Orderorder of the Rydex Board,

Sandra G. Sponem
Chairperson of the Boards of Trustees of Rydex Series Funds, Rydex Dynamic Funds and Rydex Variable Trust


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

920



APPENDIX A

RYDEX SERIES FUNDS
RYDEX DYNAMIC FUNDS
RYDEX VARIABLE TRUST

FORM OF PLAN OF LIQUIDATIONGOVERNANCE AND NOMINATING COMMITTEE CHARTER

This PlanI.     THE COMMITTEE

The Governance and Nominating Committee (the “Committee”) of Liquidation (the “Plan”) concerns the Global Diversified Equity Fund, GrowthRydex Series Funds, Rydex Dynamic Funds and Income Fund and Global Growth FundRydex Variable Trust (each a “Fund”“Trust” and collectively, the “Funds”“Trusts”), shall be composed of at least three members, each of whom is a separate series of Rydex Variable Trust (the “Trust”). The TrustTrustee who is organized and existing as a statutory trust under the lawsnot an “interested person” of the State of Delaware. The Trust is registered with the U.S. Securities and Exchange Commission (the “SEC”Trusts (each an “Independent Trustee”) as an open-end management investment company underdefined in Section 2(a)(19) of the Investment Company Act of 1940, as amended (the “1940 Act”). This Plan is intended to accomplish the complete liquidation of the Funds in conformity with the laws of the State of Delaware, the 1940 Act, the Internal Revenue Code of 1986, as amended (the “Code”), and the Trust’s Declaration of Trust and Amended and Restated Bylaws (the “Organizational Documents”). All references in this Plan to action taken by the Funds shall be deemed to refer to action taken by the Trust on behalf of the Funds.

WHEREAS, Security Investors, LLC (the “Advisor”) has recommended to theamended. The Board of Trustees of the TrustTrusts (the “Board”) thatshall appoint the Funds be liquidated;members of the Committee and shall designate one member of the Committee to act as the chairperson of the Committee. All members of the Committee shall serve for the term provided in the by-laws.

WHEREAS, pursuant to Section 2.05II.     PURPOSE OF THE COMMITTEE

The role of the Declaration of Trust,Committee shall be to assist the Board has full powerin assuring the effective and authority, in its sole discretion, and without obtaining any prior authorization or voteefficient governance of the shareholders of any series of the Trust, to abolish any one or more series as the Trustees may deem desirable; andTrusts.

WHEREAS, the Board has considered the impact on each Fund’s shareholders of the liquidation of the Fund; and

WHEREAS, the Board, at a meeting held on November 17, 2016, has determined that the liquidation of each Fund is advisable and in the best interests of the shareholders of that Fund, has considered and approved this Plan as the method of accomplishing such actions, and has authorized submitting the proposal to liquidate each Fund to shareholders of each respective Fund;

NOW THEREFORE, the liquidation of the Funds shall be carried out in the manner set forth herein:III.    COMMITTEE FUNCTIONS AND RESPONSIBILITIES

1.a.
Effective DateChairperson of Plan. This Planthe 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, the responsibilities of those committees to be reflected in written committee charters, committee assignments, and term limits for committee members, if any.

c.Term Limits and become effective, with respect to each Fund, only upon the adoptionRetirement Policies

The Committee shall make recommendations to the Board regarding the appropriateness of adopting term limits or retirement policies applicable to Independent Trustees, and what any such term limits or retirement policies may be.

d.Trustee Compensation and approval of this Plan, by the affirmative vote of a majority of shareholders of such Fund. The day of such adoption and approval is hereinafter called the “Effective Date.”Expense Reimbursement

2.i.
Liquidation. Consistent withThe Committee shall consider and make recommendations to the provisionsBoard concerning the compensation of this Plan, each Fundthe 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 liquidated on or about [February 24, 2017] or as promptly thereafter as practicable in accordance with its Organizational Documents, and all applicable law, including but not limited to Sections 331 and 332 of the Code (the “Liquidation”, and the date on which the final liquidating distribution is made the “Liquidation Date”).
no less frequently than annually.

3.ii.
Notice of Liquidation. As soon as reasonableThe Committee shall consider and practicable after the adoption of this Plan, each Fund shall provide noticerecommend to its shareholders and other appropriate parties that this Plan has been approved by the Board and thatwritten expense reimbursement policies applicable to the Fund intends to liquidate its assets.
Independent Trustees.


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4.e.
CessationSize and Composition of Business. On or before the Liquidation Date, each Fund shall close to new investments and shall cease its regular business as a series of a registered investment company and shall not engage in any business activities except for the purposes of winding up its business and affairs, preserving the value of its assets, complying with applicable regulatory requirements, and distributing its respective assets to shareholders in the Fund in accordance with the provisions of this Plan after discharging or making reasonable provision for the Fund’s liabilities.
Board

5.i.
PaymentsThe Committee shall periodically review the size and composition of Debts. As soon as reasonablethe Board and practicable after the Effective Date, each Fund shall determine and pay in full or discharge, or make reasonable provision to pay or discharge all claims and obligations, including, without limitation, all contingent, conditional or unmatured claims and obligations knownrecommendations to the FundBoard concerning the need to increase or reasonably ascertainable bydecrease the Fund.
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.

6.ii.
LiquidationThe Committee, with the assistance of Assets. As soon as reasonable and practicable aftercounsel, shall review the Effective Date, the Advisor shall use all commercially reasonable efforts to sell allindependence of each Fund’s portfolio assets for cash no later than the Liquidation Dateincumbent Independent Trustees and shall hold or reinvest the proceeds thereof in cash and such short-term securities as the Fund may lawfully hold or invest in. Following the Effective Date and priormake recommendations to the Liquidation Date, each Fund shall haveBoard in the authority to engage in such transactions as may be appropriate to complete liquidation withevent it determines that an incumbent Trustee no further approvals by the Board except as required by law.
longer satisfies applicable standards of independence.

7.iii.
Liquidating Distribution. OnAs needed, the Liquidation Date,Committee or a subset thereof shall function as soon as reasonablea Nominating Committee with the responsibility to identify and practicable thereafter, each Fund shall distribute pro rataevaluate candidates for Board membership and to its shareholders of record as of the close of business on the Liquidation Date all of the Fund’s then existing assets in complete and full cancellation and redemption of all the outstanding shares of the Fund, except for cash, bank deposits, or cash equivalent securities in an estimated amount necessary to: (a) discharge any unpaid liabilities and obligations of the Fund on the Fund’s books on the Liquidation Date, including, but not limited to, income dividends and capital gains distributions, if any, payable through the Liquidation Date, and (b) pay such contingent liabilities as the Board shall reasonably deem to exist against the assets of the Fund on the Fund’s books.

Following the Liquidation Date, if the Fund receives any assets or monies or is entitled to any other distributions that it had not recorded on its books on or before the Liquidation Date, the aggregate amount of which is determined by the Board not to be de minimis after taking into account all expenses associated with effecting the disposition thereof, such cash or distribution shall be disbursed to the shareholders of record as of the Liquidation Date, on a pro rata basis, in such manner as the Board or, subject to the direction of the Board, the Fund’s officers shall deem appropriate. Any such monies or the assets not so distributed may disposed of as the Board shall determine in its sole discretion to be appropriate under the circumstances.

8.
Satisfaction of Federal Income and Excise Tax Distribution Requirements. If necessary, each Fund shall, by the Liquidation Date, have declared and paidmake a dividend or dividends which, together with all previous such dividends, shall have the effect of distributingrecommendation to the Fund’s shareholders all of the Fund’s investment company taxable income for the taxable years ending at or prior to the Liquidation Date (computed without regard to any deduction for dividends paid), and all of the Fund’s net capital gain, if any, realized in the taxable years ending at or prior to the Liquidation Date (after reduction for any capital loss carry-forward) and any additional amounts necessary to avoid any excise tax for such periods. Alternatively, each Fund may, if eligible, treat all or any portion of the amounts to be distributed pursuant to this Section 8 as having been paid out as part of the liquidating distributions made to the Fund’s shareholders pursuant to Section 7. Finally, a Fund’s officers are permitted to

A-2


effectuate and utilize consent dividends, to the extent permitted under the Code, in such amounts as may be determined by such officers to distribute out all amounts necessary to minimize or eliminate income and excise taxes ending at or prior to the Liquidation Date.

9.
Expenses Incurred in Connection with this Plan. The Advisor will bear the costs incurred in by each Fund in connection with the implementation of the Plan, other than transaction costs associated with the liquidation of the Fund's portfolio. Notwithstanding the foregoing, each Fund will continue to bear its operating expenses through and including the Liquidation Date.
Board.

10.f.
Restriction on TransferOrientation and Redemption of Shares. The proportionate interests of shareholders in the assets of each Fund shall be fixed on the basis of their respective shareholdings at the close of business on the Liquidation Date. On the Liquidation Date, the books of each Fund shall be closed. Thereafter, unless the books are reopened because this Plan cannot be carried into effect under the lawsEducation

The Committee shall oversee the process of providing orientation of new Independent Trustees and the continuing education of incumbent Independent Trustees.

g.Independent Legal Counsel

The Committee shall make a recommendation to the Independent Trustees regarding the selection of independent counsel to the Independent Trustees and periodically monitor the independence, performance and compensation of legal counsel to the Independent Trustees.

h.Self-assessment of the State of Delaware or otherwise, the shareholders’ respective interests in the Funds’ assets shall not be transferable.Board

The Committee shall oversee the process regarding the Board’s annual self-assessments, and shall make recommendations to the Board concerning that 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 make 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, 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 appropriateness 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.


A-2



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

11.i.
Power of Board of Trustees.The Board and, subject to the directionCommittee shall meet shall meet as often as it deems necessary in open or executive session. Meetings of the Board,Committee may be called on reasonable notice by the officersChairperson of the Trust, shall have authority to doCommittee or authorize any or all acts and things as provided for in this Plan and any and all such further acts and things as they may consider necessary or desirable to carry outby the purposes of this Plan, including the creation of a liquidating trust for the benefit of shareholders asIndependent Chairperson of the Liquidation Date and the execution and filing of all certificates, documents, information returns, tax returns and other papers which may be necessary or appropriate to implement this Plan. The death, resignation or disability of any Trustee or any Officer of the Trust shall not impair the authority of the surviving or remaining Trustees or Officers to exercise any of the powers provided for in this Plan.
Board.

12.ii.
AmendmentOne or more Committee members shall establish, in consultation with others as appropriate, an agenda for each meeting. The chairperson will cause notice of Plan.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 haveconstitute a quorum for the authoritytransaction 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 authorize such variations fromthe extent permitted by law and by the applicable Trust’s by-laws. The chairperson, or amendmentsa 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 this Plan as may be necessary or appropriate to effect the marshaling of Fund assets and the complete liquidation and termination of the existence of the Funds, and the distribution of its net assets to shareholders in accordance with the laws of the State of Delaware and the purposes to be accomplished by this Plan. The Board may abandon this Plan at any time with respectTrust’s organizational documents shall govern.

b.Reports to the Funds if it determines that abandonment would be advisable and in the best interest of the Funds and their shareholders.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.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

guggenheimtitleheada01.jpg
Global Diversified Equity Fund
RYDEX VARIABLE TRUST

PROXY FOR A SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON FEBRUARY 21, 2017

The undersigned hereby instructsAs of June 30, 2019, the above-referenced Insurance CompanyNominees, Trustees and officers (as a group) owned of record or Qualified Plan (the “Plan”), through whichbeneficially less than 1% of the undersigned ownsoutstanding shares of the Global Diversified Equityany share class of each Fund, (the “Fund”), a separate series of Rydex Variable Trust, to vote shares of the Fund held through such Insurance Company or Plan for which the undersigned is entitled to give voting instructions, at a Special Meeting of Shareholders of the Fund to be held at 227 West Monroe Street, 7th Floor, Chicago, Illinois 60606 on February 21, 2017 at 1:00 p.m. Central Time, and any postponements or adjournments thereof (the “Meeting”). The Insurance Company or Plan will vote shares attributable to your variable annuity contract or variable life insurance policy (each, a “Policy”) or Plan account (“Account”)except as indicated by the undersigned on the reverse side, or if no direction is indicated, the Insurance Company or Plan will vote shares attributable to your Policy or Account, respectively, “FOR” the proposal described on the reverse side (the “Proposal”). With respect to those shares for which no proxy instructions have been received by the Insurance Company or Plan on or before February 21, 2017, the Insurance Company or Plan will vote shares For, Against and Abstain, in the same proportion as those shares for which voting instructions have been received.


Do you have questions? If you have any questions about how to vote your proxy or about the Meeting in general, please call toll-free 800-967-4614. Representatives are available to assist you Monday through Friday 9 a.m. to 10 p.m. Eastern Time.

Important Notice Regarding the Availability of Proxy Materials for the Special Meeting of Shareholders to Be Held on February 21, 2017.

The Proxy Statement for the Meeting is available at: https://www.proxyonline.com/docs/clsfunds.pdffollows:


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%

VOTING INFORMATION FORM
B-1



VOTING INFORMATION FORMAPPENDIX C
Global Diversified Equity Fund        
OFFICERS OF THE TRUSTS

In the table below, the term “Fund Complex” has the same meaning as Guggenheim Family of 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
YOUR SIGNATURE IS REQUIRED FOR YOUR VOTE TO BE COUNTED.   Please sign exactly as your name appears on this Proxy. If joint owners, EITHER may sign this Proxy. When signing as attorney, executor, administrator, trustee, guardian or corporate officer, please give your full title.Amy J. Lee

(1961)
PresidentSince 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).
SIGNATURE (AND TITLE IF APPLICABLE)Michael P. Byrum

 (1970)
Vice PresidentDATESince 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.
SIGNATURE (IF HELD JOINTLY)
William Rehder
(1967)
Assistant Vice PresidentDATESince 2018 (Rydex Series Funds, Rydex Dynamic Funds and Rydex Variable Trust)Current: Managing Director, Guggenheim Investments (2002-present).
Mark E. Mathiasen
 (1978)
SecretarySince 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).

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES OF RYDEX VARIABLE TRUST AND THE PROPOSAL (SET FORTH BELOW) HAS BEEN PROPOSED BY THE BOARD OF TRUSTEES.
C-1

By signing and dating above, you instruct the Insurance Company or Plan to vote shares of the Fund attributable to your Policy or Account, respectively, at the Meeting. When properly executed, this Proxy will be voted as indicated or as “FOR” the Proposal if no choice is indicated. The Proxy will be voted in accordance with the proxy holders’ judgment as to any other matters that may arise at the Meeting.

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

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

FOR

AGAINST

ABSTAIN
1.
To Approve a Plan of Liquidation with Regard to the Global Diversified Equity Fund.

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






THANK YOU FOR VOTING

TAG ID:     BAR CODE     CUSIP:

guggenheimtitleheada01.jpg
Growth and Income Fund
RYDEX VARIABLE TRUST

PROXY FOR A SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON FEBRUARY 21, 2017

The undersigned hereby instructs the above-referenced Insurance Company or Qualified Plan (the “Plan”), through which the undersigned owns shares of the Growth and Income Fund (the “Fund”), a separate series of Rydex Variable Trust, to vote shares of the Fund held through such Insurance Company or Plan for which the undersigned is entitled to give voting instructions, at a Special Meeting of Shareholders of the Fund to be held at 227 West Monroe Street, 7th Floor, Chicago, Illinois 60606 on February 21, 2017 at 1:00 p.m. Central Time, and any postponements or adjournments thereof (the “Meeting”). The Insurance Company or Plan will vote shares attributable to your variable annuity contract or variable life insurance policy (each, a “Policy”) or Plan account (“Account”) as indicated by the undersigned on the reverse side, or if no direction is indicated, the Insurance Company or Plan will vote shares attributable to your Policy or Account, respectively, “FOR” the proposal described on the reverse side (the “Proposal”). With respect to those shares for which no proxy instructions have been received by the Insurance Company or Plan on or before February 21, 2017, the Insurance Company or Plan will vote shares For, Against and Abstain, in the same proportion as those shares for which voting instructions have been received.


Do you have questions? If you have any questions about how to vote your proxy or about the Meeting in general, please call toll-free 800-967-4614. Representatives are available to assist you Monday through Friday 9 a.m. to 10 p.m. Eastern Time.

Important Notice Regarding the Availability of Proxy Materials for the Special Meeting of Shareholders to Be Held on February 21, 2017.

The Proxy Statement for the Meeting is available at: https://www.proxyonline.com/docs/clsfunds.pdf

TAG ID:     BAR CODE     CUSIP:

VOTING INFORMATION FORM
Growth and Income Fund        

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
YOUR SIGNATURE IS REQUIRED FOR YOUR VOTE TO BE COUNTED.   Please sign exactly as your name appears on this Proxy. If joint owners, EITHER may sign this Proxy. When signing as attorney, executor, administrator, trustee, guardian or corporate officer, please give your full title.Michael P. Megaris
(1984)
Assistant SecretarySince 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 OfficerSince 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).
SIGNATURE (AND TITLE IF APPLICABLE)John L. Sullivan
(1955)
Chief Financial Officer and Treasurer

Since 2016 (Rydex Series Funds, Rydex Dynamic Funds and Rydex Variable Trust)DATE
SIGNATURE (IF HELD JOINTLY)DATE
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).

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES OF RYDEX VARIABLE TRUST AND THE PROPOSAL (SET FORTH BELOW) HAS BEEN PROPOSED BY THE BOARD OF TRUSTEES.
C-2

By signing and dating above, you instruct the Insurance Company or Plan to vote shares of the Fund attributable to your Policy or Account, respectively, at the Meeting. When properly executed, this Proxy will be voted as indicated or as “FOR” the Proposal if no choice is indicated. The Proxy will be voted in accordance with the proxy holders’ judgment as to any other matters that may arise at the Meeting.

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

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

FOR

AGAINST

ABSTAIN
1.
To Approve a Plan of Liquidation with Regard to the Growth and Income Fund.

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






THANK YOU FOR VOTING

TAG ID:     BAR CODE     CUSIP:

guggenheimtitleheada01.jpg
Global Growth Fund
RYDEX VARIABLE TRUST

PROXY FOR A SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON FEBRUARY 21, 2017

The undersigned hereby instructs the above-referenced Insurance Company or Qualified Plan (the “Plan”), through which the undersigned owns shares of the Global Growth Fund (the “Fund”), a separate series of Rydex Variable Trust, to vote shares of the Fund held through such Insurance Company or Plan for which the undersigned is entitled to give voting instructions, at a Special Meeting of Shareholders of the Fund to be held at 227 West Monroe Street, 7th Floor, Chicago, Illinois 60606 on February 21, 2017 at 1:00 p.m. Central Time, and any postponements or adjournments thereof (the “Meeting”). The Insurance Company or Plan will vote shares attributable to your variable annuity contract or variable life insurance policy (each, a “Policy”) or Plan account (“Account”) as indicated by the undersigned on the reverse side, or if no direction is indicated, the Insurance Company or Plan will vote shares attributable to your Policy or Account, respectively, “FOR” the proposal described on the reverse side (the “Proposal”). With respect to those shares for which no proxy instructions have been received by the Insurance Company or Plan on or before February 21, 2017, the Insurance Company or Plan will vote shares For, Against and Abstain, in the same proportion as those shares for which voting instructions have been received.


Do you have questions? If you have any questions about how to vote your proxy or about the Meeting in general, please call toll-free 800-967-4614. Representatives are available to assist you Monday through Friday 9 a.m. to 10 p.m. Eastern Time.

Important Notice Regarding the Availability of Proxy Materials for the Special Meeting of Shareholders to Be Held on February 21, 2017.

The Proxy Statement for the Meeting is available at: https://www.proxyonline.com/docs/clsfunds.pdf

TAG ID:     BAR CODE     CUSIP:

VOTING INFORMATION FORM
Global Growth Fund        

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 TreasurerSince 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).
YOUR SIGNATURE IS REQUIRED FOR YOUR VOTE TO BE COUNTED.   Please sign exactly as your name appears on this Proxy. If joint owners, EITHER may sign this Proxy. When signing as attorney, executor, administrator, trustee, guardian or corporate officer, please give your full title.Glenn McWhinnie
(1969)
Assistant TreasurerSince 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).
SIGNATURE (AND TITLE IF APPLICABLE)Adam J. Nelson
(1979)
Assistant TreasurerSince 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).

DATE
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).
SIGNATURE (IF HELD JOINTLY)
Kimberly Scott
(1974)
Assistant TreasurerDATE
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).

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES OF RYDEX VARIABLE TRUST AND THE PROPOSAL (SET FORTH BELOW) HAS BEEN PROPOSED BY THE BOARD OF TRUSTEES.
C-3

By signing and dating above, you instruct the Insurance Company or Plan to vote shares of the Fund attributable to your Policy or Account, respectively, at the Meeting. When properly executed, this Proxy will be voted as indicated or as “FOR” the Proposal if no choice is indicated. The Proxy will be voted in accordance with the proxy holders’ judgment as to any other matters that may arise at the Meeting.


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

TO VOTE, MARK CIRCLES BELOW IN BLUE OR BLACK INK AS FOLLOWS. Example: l
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 TreasurerSince 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”) has been selected as independent auditor of the Trusts for each 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 Funds’ investment advisers and their 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 make a determination with respect to Ernst & Young’s independence each year. For the two most recent fiscal years for each of the Funds, none of the services provided to the Trusts or described under “Audit-Related Fees,” “Tax Fees” and “All Other 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 each Trust during the two most recent fiscal years.

 

RYDEX
FORSERIES FUNDS

RYDEX
AGAINSTDYNAMIC FUNDS

RYDEX
ABSTAINVARIABLE TRUST
1.Audit Fees
To Approve a Plan of Liquidation with Regard to the Global Growth Fund.03/31/19: $849,312

12/31/18: $91,976
○03/31/19: $146,006○○12/31/18: $873,067
2.
03/31/18: $867,833
12/31/17: $84,967
To Transact Such03/31/18: $147,64012/31/17: $867,833
Audit-Related Fees
03/31/19: $0
12/31/18: 0
03/31/19: $012/31/18: $0
03/31/18: $0
12/31/17: $0
03/31/18: $012/31/17: $0
Tax Fees
03/31/19: $455,018
12/31/18: $35,463
03/31/19: $74,46412/31/18: $304,132
03/31/18: $453,793
12/31/17: $38,374
03/31/18: $65,48312/31/17: $277,916
All Other Business as May Properly Come Before the Meeting.Fees
03/31/19: $0
12/31/18: $0
03/31/19: $012/31/18: $0
03/31/18: $0
12/31/17: $0
03/31/18: $012/31/17: $0
Aggregate
Non-Audit Fees
03/31/19: $455,018
12/31/18: $35,463
03/31/19: $74,46412/31/18: $304,132
03/31/18: $453,793
12/31/17: $38,374
03/31/18: $65,48312/31/17: $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.

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 a Trust’s financial statements (and not reported above).

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. 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. 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’s independence.

D-2



APPENDIX E

E-1



OUTSTANDING SHARES

As of the Record Date, the total number of shares outstanding for each Fund and for each class of each Fund is set forth in the following table.

FundClassShares OutstandingTotal Shares Outstanding for the Fund
Rydex Series Funds
Banking FundClass A60,856220,496
Class C19,485
Class H5,597
Investor Class134,558
Basic Materials FundClass A124,398646,325
Class C51,961
Class H42,736
Investor Class427,229
Biotechnology FundClass A272,6962,440,582
Class C182,342
Class H152,916
Investor Class1,832,628
Commodities Strategy FundClass A13,22280,511
Class C1,497
Class H65,792
Consumer Products FundClass A226,4712,694,738
Class C272,454
Class H180,858
Investor Class2,014,955
Dow Jones Industrial Average FundClass A84,662420,035
Class C29,091
Class H306,282
Electronics FundClass A31,822411,748
Class C23,267
Class H20,635
Investor Class336,024
Emerging Markets 2x Strategy FundClass A19,63469,308
Class C4,880
Class H44,795
Emerging Markets Bond Strategy FundClass A2,561112,854
Class C2,620
Class H107,673
Energy FundClass A42,495285,279
Class C24,395
Class H13,669
Investor Class204,721

E-2



FundClassShares OutstandingTotal Shares Outstanding for the Fund
Energy Services FundClass A46,524444,626
Class C46,643
Class H54,537
Investor Class296,921
Europe 1.25x Strategy FundClass A1,585124,305
Class C288
Class H122,432
Financial Services FundClass A113,394407,567
Class C15,338
Class H93,366
Investor Class185,470
Government Long Bond 1.2x Strategy FundClass A189,0733,837,969
Class C22,546
Class H1,535,059
Investor Class2,091,292
Health Care FundClass A313,2591,405,297
Class C152,149
Class H79,924
Investor Class859,965
High Yield Strategy FundClass A185,4052,625,735
Class C60,634
Class H2,379,695
Internet FundClass A17,604410,310
Class C27,755
Class H7,667
Investor Class357,284
Inverse Emerging Markets 2x Strategy FundClass A23617,570
Class C83
Class H17,250
Inverse Government Long Bond Strategy FundClass A292,8692,009,005
Class C184,589
Class H104,793
Investor Class1,426,753
Inverse High Yield Strategy FundClass A133,074177,964
Class C7,319
Class H37,571
Inverse Mid-Cap Strategy FundClass A5,58141,558
Class C1
Class H35,976
Inverse NASDAQ-100®  Strategy Fund
Class A6,497238,084
Class C3,643
Class H28,289
Investor Class199,655

E-3



FundClassShares OutstandingTotal Shares Outstanding for the Fund
Inverse Russell 2000®  Strategy Fund
Class A15,278359,545
Class C24,492
Class H319,774
Inverse S&P 500® Strategy Fund
Class A371,1351,297,686
Class C42,390
Class H125,590
Investor Class758,571
Japan 2x Strategy FundClass A1,67712,803
Class C268
Class H10,858
Leisure FundClass A15,846152,615
Class C10,471
Class H31,569
Investor Class94,730
Long Short Equity FundClass A579,5831,315,492
Class C69,083
Class P547,346
Institutional Class119,480
Managed Futures Strategy FundClass A400,6931,635,688
Class C139,524
Class P697,569
Institutional Class397,902
Mid-Cap 1.5x Strategy FundClass A27,055166,553
Class C45,745
Class H93,753
Monthly Rebalance NASDAQ-100® 2x Strategy Fund
Class A21,1731,031,553
Class C4,700
Class H1,005,680
Multi-Hedge Strategies FundClass A156,8441,498,997
Class C74,649
Class P306,141
Institutional Class961,362
NASDAQ-100® Fund
Class A1,499,93930,404,302
Class C2,680,937
Class H1,473,446
Investor Class24,749,980
Nova FundClass A473,7163,799,485
Class C61,527
Class H537,437
Investor Class2,726,804
Precious Metals FundClass A550,1992,360,359
Class C99,023
Class H233,325
Investor Class1,477,811

E-4



FundClassShares OutstandingTotal Shares Outstanding for the Fund
Real Estate FundClass A18,851433,084
Class C19,068
Class H395,165
Retailing FundClass A33,601346,165
Class C13,742
Class H27,246
Investor Class271,576
Russell 2000® Fund
Class A29,987124,144
Class C1,058
Class H93,098
Russell 2000® 1.5x Strategy Fund
Class A411,134768,956
Class C72,539
Class H285,284
S&P 500® Fund
Class A386,7632,759,413
Class C261,281
Class H2,111,370
S&P 500® Pure Growth Fund
Class A185,5181,303,302
Class C169,694
Class H948,090
S&P 500® Pure Value Fund
Class A39,088600,640
Class C32,963
Class H528,590
S&P MidCap 400® Pure Growth Fund
Class A208,6301,151,953
Class C181,293
Class H762,030
S&P MidCap 400® Pure Value Fund
Class A20,223207,474
Class C23,634
Class H163,618
S&P SmallCap 600® Pure Growth Fund
Class A38,067160,974
Class C17,563
Class H105,344
S&P SmallCap 600® Pure Value Fund
Class A44,901251,244
Class C24,754
Class H181,589
Strengthening Dollar 2x Strategy FundClass A30,732131,235
Class C4,200
Class H96,303
Technology FundClass A64,584796,784
Class C50,411
Class H60,466
Investor Class621,323

E-5



FundClassShares OutstandingTotal Shares Outstanding for the Fund
Telecommunications FundClass A13,99391,370
Class C4,381
Class H6,917
Investor Class66,078
Transportation FundClass A58,388217,757
Class C32,989
Class H9,288
Investor Class117,091
Utilities FundClass A140,4752,067,282
Class C180,216
Class H85,633
Investor Class1,660,958
Weakening Dollar 2x Strategy FundClass A4,52948,520
Class C460
Class H43,532
U.S. Government Money Market FundMoney Market Class437,181,521437,181,521
Rydex Dynamic Funds
Dow 2x Strategy FundClass A104,357409,289
Class C23,460
Class H281,472
Inverse Dow 2x Strategy FundClass A147,128654,800
Class C32,069
Class H475,603
Inverse NASDAQ-100® 2x Strategy Fund
Class A16,044616,724
Class C5,137
Class H595,542
Inverse Russell 2000® 2x Strategy Fund
Class A208,300353,404
Class C9,001
Class H136,103
Inverse S&P 500® 2x Strategy Fund
Class A41,069578,134
Class C21,403
Class H515,662
NASDAQ-100® 2x Strategy Fund
Class A225,1082,901,506
Class C88,667
Class H2,587,731
Russell 2000® 2x Strategy Fund
Class A22,220233,338
Class C2,993
Class H208,125
S&P 500® 2x Strategy Fund
Class A114,0281,176,213
Class C109,168
Class H953,017
Rydex Variable Trust
Banking Fund--46,49246,492

E-6



FundClassShares OutstandingTotal Shares Outstanding for the Fund
Basic Materials Fund--90,80290,802
Biotechnology Fund--242,021242,021
Commodities Strategy Fund--38,57638,576
Consumer Products Fund--288,065288,065
Dow 2x Strategy Fund--117,144117,144
Electronics Fund--84,19284,192
Energy Fund--128,128128,128
Energy Services Fund--86,07686,076
Europe 1.25x Strategy Fund--55,26155,261
Financial Services Fund--108,451108,451
Global Managed Futures Strategy Fund--857,195857,195
Government Long Bond 1.2x Strategy Fund--1,462,2411,462,241
Health Care Fund--259,247259,247
High Yield Strategy Fund--51,92351,923
Internet Fund--85,74685,746
Inverse Dow 2x Strategy Fund--25,06425,064
Inverse Government Long Bond Strategy Fund--30,39230,392
Inverse Mid-Cap Strategy Fund--5,0255,025
Inverse NASDAQ-100®  Strategy Fund
--25,50425,504
Inverse Russell 2000®  Strategy Fund
--19,37319,373
Inverse S&P 500® Strategy Fund
--42,18342,183
Japan 2x Strategy Fund--21,15921,159
Leisure Fund--43,60743,607
Long Short Equity Fund--2,180,9902,180,990
Mid-Cap 1.5x Strategy Fund--288,266288,266
Multi-Hedge Strategies Fund--1,494,9361,494,936
NASDAQ-100® Fund
--1,703,6411,703,641

E-7



FundClassShares OutstandingTotal Shares Outstanding for the Fund
NASDAQ-100® 2x Strategy Fund
--1,111,3411,111,341
Nova Fund--299,914299,914
Precious Metals Fund--702,980702,980
Real Estate Fund--363,831363,831
Retailing Fund--47,10347,103
Russell 2000® 1.5x Strategy Fund
--87,52787,527
Russell 2000® 2x Strategy Fund
--13,97313,973
S&P 500® 2x Strategy Fund
--157,596157,596
S&P 500® Pure Growth Fund
--824,105824,105
S&P 500® Pure Value Fund
--548,006548,006
S&P MidCap 400® Pure Growth Fund
--382,193382,193
S&P MidCap 400® Pure Value Fund
--226,060226,060
S&P SmallCap 600® Pure Growth Fund
--216,954216,954
S&P SmallCap 600® Pure Value Fund
--137,544137,544
Strengthening Dollar 2x Strategy Fund--57,98157,981
Technology Fund--195,554195,554
Telecommunications Fund--48,43448,434
Transportation Fund--46,89646,896
Utilities Fund--702,958702,958
Weakening Dollar 2x Strategy Fund--9,9079,907
U.S. Government Money Market Fund--69,667,66869,667,668


E-8



APPENDIX F

F-1



BENEFICIAL OWNERS OF MORE THAN 5% OF A CLASS OF EACH FUND
As of August 15, 2019, the following persons owned beneficially 5% or more of a class of a Fund’s outstanding securities.



Fund

Share Class
Amount of
Shares Owned

Percentage
of the Class


Name and Address
of Beneficial Owner
Rydex Series Funds
Banking FundClass A20560.14733.7506
Special Custody Account For The Exclusive Benefit Of Customer
Wells Fargo Clearing Services LLC
2801 Market Street
Saint Louis, MO 63103
Banking FundClass A5924.0359.7246
RBC Capital Markets LLC
Mutual Fund Omnibus Processing Omnibus
Attn: Mutual Fund Ops Manager
60 South Sixth Street – P08
Minneapolis, MN 55402-4400
Banking FundClass A4555.2257.4776
LPL Financial
4707 Executive Drive
San Diego, CA 92121-3091
Banking FundClass A8239.96613.5263
Pershing LLC
1 Pershing Plaza
Jersey City, NJ 07399-0002
Banking FundClass A9379.51315.397
National Financial Services LLC
499 Washington Boulevard
Jersey City, NJ 07310
Banking FundClass C4593.6423.5807
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-9998
Banking FundClass C2718.46613.9548
Schwab Special Custody Account – Reinvest for Benefit of Customers
211 Main Street
San Francisco, CA 94105
Banking FundClass C3713.89319.0647
Special Custody Account For The Exclusive Benefit Of Customer
Wells Fargo Clearing Services LLC
2801 Market Street
Saint Louis, MO 63103
Banking FundClass C3284.10116.8584
RBC Capital Markets LLC
Mutual Fund Omnibus Processing Omnibus
Attn: Mutual Fund Ops Manager
60 South Sixth Street – P08
Minneapolis, MN 55402-4400
Banking FundClass C2411.11612.3771
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 FundClass H746.05713.5613
National Financial Services Corporation For Exclusive Benefit Of Our Customers
Attn: Mutual Funds Department, 4th Floor
499 Washington Boulevard
Jersey City, NJ 07310
Banking FundClass H1680.07430.5392
SEI 370 BWM/C/O 370 Reinvest
Attn: Mutual Funds
One Freedom Valley Drive
Oaks, PA 19456
Banking FundClass H1904.7634.6234
TD Ameritrade Inc. For the Exclusive Benefit of Our Clients
PO Box 2226
Omaha, NE 68103-2226
Banking FundInvestor Class17911.47643.8602
Schwab Special Custody Account – Reinvest for Benefit of Customers
211 Main Street
San Francisco, CA 94105
Banking FundInvestor Class4514.38811.0544
National Financial Services Corporation For Exclusive Benefit Of Our Customers
Attn: Mutual Funds Department, 4th Floor
499 Washington Boulevard
Jersey City, NJ 07310
Banking FundInvestor Class2217.055.4289
Gilman D. Blake III (RIRA)
[Address Intentionally Omitted for Privacy Purposes]
Banking FundInvestor Class5119.98712.5374
Special Custody Account For The Exclusive Benefit Of Customer
Wells Fargo Clearing Services LLC
2801 Market Street
Saint Louis, MO 63103
Basic Materials FundClass H7555.35331.6434
Nationwide Trust Company
FSB/C/O IPO Portfolio Accounting
P.O. Box 182029
Columbus, OH 43218-2029
Basic Materials FundClass H2080.9518.7154
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 FundClass A9595.8577.7147
Schwab Special Custody Account – Reinvest for Benefit of Customers
211 Main Street
San Francisco, CA 94105
Basic Materials FundClass A12980.74510.4361
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 FundClass A20922.89516.8213
UBS Financial Services Inc.
FBO/UBS WM USA
Omni Account M/F
1000 Harbor Boulevard
Weehawken, NJ 07806-6761
Basic Materials FundClass A23620.38218.99
Pershing LLC
1 Pershing Plaza
Jersey City, NJ 07399-0002
Basic Materials FundClass C5785.14611.1426
NFS LLC FEBO/NFS/FMTC Rollover IRA
FBO Paul O. Dodge, Jr.
[Address Intentionally Omitted for Privacy Purposes]
Basic Materials FundClass C10440.47920.1091
Donaldson Lufkin Jenrette/Securities Corporation Inc.
P.O. Box 2052
Jersey City, NJ 07303-9998
Basic Materials FundClass C14136.90327.2287
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 FundClass C6751.75713.0044
Special Custody Account For The Exclusive Benefit Of Customer
Wells Fargo Clearing Services LLC
2801 Market Street
Saint Louis, MO 63103
Basic Materials FundClass C6999.00713.4806
UBS Financial Services Inc. FBO/UBS WM USA
Omni Account M/F
1000 Harbor Boulevard
Weehawken, NJ 07806-6761
Basic Materials FundClass H9404.01939.386
TD Ameritrade Inc. For the Exclusive Benefit of Our Clients
PO Box 2226
Omaha, NE 68103-2226
Basic Materials FundClass H1492.7926.2521
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 FundInvestor Class91510.10621.4515
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-9998
Basic Materials FundInvestor Class128419.62130.1037
Schwab Special Custody Account – Reinvest for Benefit of Customers
211 Main Street
San Francisco, CA 94105
Basic Materials FundInvestor Class96325.92322.5804
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 FundInvestor Class22975.3345.3858
Special Custody Account For The Exclusive Benefit Of Customer
Wells Fargo Clearing Services LLC
2801 Market Street
Saint Louis, MO 63103
Biotechnology FundClass A40972.98514.9547
NFS LLC FEBO/Mutual Funds Fractional Write Off Account
Attn: Frank Adinolfi
200 Liberty Street
New York, NY 10281
Biotechnology FundClass A15234.0435.5602
Schwab Special Custody Account – Reinvest for Benefit of Customers
211 Main Street
San Francisco, CA 94105
Biotechnology FundClass A23901.9798.7239
Morgan Stanley Smith Barney LLC
For The Exclusive Benefit Of Its Customers
1 New York Plaza, Floor 12
New York, NY 10004-1901
Biotechnology FundClass A24757.0029.036
Special Custody Account For The Exclusive Benefit Of Customer
Wells Fargo Clearing Services LLC
2801 Market Street
Saint Louis, MO 63103
Biotechnology FundClass A30359.85511.081
UBS Financial Services Inc.
FBO/UBS WM USA
Omni Account M/F
1000 Harbor Boulevard
Weehawken, NJ 07806-6761
Biotechnology FundClass A22480.4498.2051
LPL Financial
4707 Executive Drive
San Diego, CA 92121-3091
Biotechnology FundClass A42128.18415.3763
Pershing LLC
1 Pershing Plaza
Jersey City, NJ 07399-0002
Biotechnology FundClass A14903.3325.4395
American Enterprise Investment Services, Inc.
707 2nd Avenue South
Minneapolis, MN 55402
Biotechnology FundClass C35675.1919.5305
National Financial Services LLC
499 Washington Boulevard
Jersey City, NJ 07310
Biotechnology FundClass C27389.46714.9945
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-9998
Biotechnology FundClass C13794.1037.5516
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 FundClass C28869.41915.8047
Special Custody Account For The Exclusive Benefit Of Customer
Wells Fargo Clearing Services LLC
2801 Market Street
Saint Louis, MO 63103
Biotechnology FundClass C20292.87211.1094
UBS Financial Services Inc.
FBO/UBS WM USA
Omni Account M/F
1000 Harbor Boulevard
Weehawken, NJ 07806-6761
Biotechnology FundClass C18623.77510.1956
LPL Financial
4707 Executive Drive
San Diego, CA 92121-3091
Biotechnology FundClass C9499.8455.2007
American Enterprise Investment Services, Inc.
707 2nd Avenue South
Minneapolis, MN 55402
Biotechnology FundClass H22972.60714.8441
Nationwide Trust Company
FSB/C/O IPO Portfolio Accounting
P.O. Box 182029
Columbus, OH 43218-2029
Biotechnology FundClass H10052.9226.4958
Schwab Special Custody Account – Reinvest for Benefit of Customers
211 Main Street
San Francisco, CA 94105
Biotechnology FundClass H32672.88121.1121
National Financial Services Corporation For Exclusive Benefit Of Our Customers
Attn: Mutual Funds Department, 4th Floor
499 Washington Boulevard
Jersey City, NJ 07310
Biotechnology FundClass H69103.57544.6525
TD Ameritrade Inc. For the Exclusive Benefit of Our Clients
PO Box 2226
Omaha, NE 68103-2226
Biotechnology FundInvestor Class106692.4165.7778
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-9998
Biotechnology FundInvestor Class529460.96828.6726
Schwab Special Custody Account – Reinvest for Benefit of Customers
211 Main Street
San Francisco, CA 94105
Biotechnology FundInvestor Class697891.81237.7938
National Financial Services Corporation For Exclusive Benefit Of Our Customers
Attn: Mutual Funds Department, 4th Floor
499 Washington Boulevard
Jersey City, NJ 07310
Biotechnology FundInvestor Class127494.1436.9043
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 FundClass A922.2976.9753
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 FundClass A2075.90715.7002
Pershing LLC
1 Pershing Plaza
Jersey City, NJ 07399-0002
Commodities Strategy FundClass A2350.0217.7733
NFS LLC FEBO/NFS/FMTC SEP IRA
FBO Rebecca A. Berarducci
[Address Intentionally Omitted for Privacy Purposes]
Commodities Strategy FundClass A721.8585.4594
TD Ameritrade FBO/Francis Bruening IRA
TD Ameritrade Clearing, Custodian
[Address Intentionally Omitted for Privacy Purposes]
Commodities Strategy FundClass C361.16823.1471
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-9998
Commodities Strategy FundClass C87.8945.633
Michael E. Lassley (RIRA)
[Address Intentionally Omitted for Privacy Purposes]
Commodities Strategy FundClass C327.18720.9692
Special Custody Account For The Exclusive Benefit Of Customer
Wells Fargo Clearing Services LLC
2801 Market Street
Saint Louis, MO 63103
Commodities Strategy FundClass C86.6345.5523
LPL Financial
4707 Executive Drive
San Diego, CA 92121-3091
Commodities Strategy FundClass H50291.12975.0434
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 FundClass H4744.8027.0801
TD Ameritrade Inc. For the Exclusive Benefit of Our Clients
PO Box 2226
Omaha, NE 68103-2226
Consumer Products FundClass A19691.8328.6043
Schwab Special Custody Account – Reinvest for Benefit of Customers
211 Main Street
San Francisco, CA 94105
Consumer Products FundClass A14380.9416.2837
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 FundClass A41812.10918.2698
Special Custody Account For The Exclusive Benefit Of Customer
Wells Fargo Clearing Services LLC
2801 Market Street
Saint Louis, MO 63103
Consumer Products FundClass A13294.6095.809
LPL Financial
4707 Executive Drive
San Diego, CA 92121-3091
Consumer Products FundClass A39002.44617.0421
Pershing LLC
1 Pershing Plaza
Jersey City, NJ 07399-0002
Consumer Products FundClass A30930.07513.5149
National Financial Services LLC
499 Washington Boulevard
Jersey City, NJ 07310
Consumer Products FundClass A18016.3517.8722
American Enterprise Investment Services, Inc.
707 2nd Avenue South
Minneapolis, MN 55402
Consumer Products FundClass C67279.71324.5948
NFS LLC FEBO/NFS/FMTC Rollover IRA
FBO Paul O. Dodge, Jr.
[Address Intentionally Omitted for Privacy Purposes]
Consumer Products FundClass C47458.93217.3491
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-9998
Consumer Products FundClass C18289.3816.6858
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 FundClass C15829.1585.7865
Special Custody Account For The Exclusive Benefit Of Customer
Wells Fargo Clearing Services LLC
2801 Market Street
Saint Louis, MO 63103
Consumer Products FundClass C20792.7627.601
LPL Financial
4707 Executive Drive
San Diego, CA 92121-3091
Consumer Products FundClass C65993.83224.1248
American Enterprise Investment Services, Inc.
707 2nd Avenue South
Minneapolis, MN 55402
Consumer Products FundClass H23800.81313.1474
Trust Co Of America
FBO 120
PO Box 6503
Englewood, CO 80155
Consumer Products FundClass H9088.4675.0204
LPL Financial
4707 Executive Drive
San Diego, CA 92121-3091
Consumer Products FundClass H10966.8646.058
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 FundClass H75546.48841.7315
TD Ameritrade Inc. For the Exclusive Benefit of Our Clients
PO Box 2226
Omaha, NE 68103-2226
Consumer Products FundClass H40718.25622.4925
MG Trust Company Custodian
FBO Hastings Air-Energy 401k Plan
717 17th Street, Suite 1300
Denver CO 80202
Consumer Products FundInvestor Class114597.5855.7466
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-9998
Consumer Products FundInvestor Class477802.37523.9602
Schwab Special Custody Account – Reinvest for Benefit of Customers
211 Main Street
San Francisco, CA 94105
Consumer Products FundInvestor Class733979.85636.8067
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 FundInvestor Class206987.89910.3797
LPL Financial
4707 Executive Drive
San Diego, CA 92121-3091
Consumer Products FundInvestor Class233182.52711.6933
TD Ameritrade Inc. For the Exclusive Benefit of Our Clients
PO Box 2226
Omaha, NE 68103-2226
Dow Jones Industrial Average FundClass A38461.82544.1855
Pershing LLC
1 Pershing Plaza
Jersey City, NJ 07399-0002
Dow Jones Industrial Average FundClass A25909.87329.7656
National Financial Services LLC
499 Washington Boulevard
Jersey City, NJ 07310
Dow Jones Industrial Average FundClass C5879.2820.2291
LPL Financial
4707 Executive Drive
San Diego, CA 92121-3091
Dow Jones Industrial Average FundClass C10186.64735.0497
Pershing LLC
1 Pershing Plaza
Jersey City, NJ 07399-0002
Dow Jones Industrial Average FundClass C1574.8675.4187
Leslie Fukumoto (RIRA)
[Address Intentionally Omitted for Privacy Purposes]
Dow Jones Industrial Average FundClass C8190.01228.1798
National Financial Services LLC
499 Washington Boulevard
Jersey City, NJ 07310
Dow Jones Industrial Average FundClass C2040.7737.0217
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 FundClass H29859.9188.9662
Schwab Special Custody Account – Reinvest for Benefit of Customers
211 Main Street
San Francisco, CA 94105
Dow Jones Industrial Average FundClass H140211.74942.1025
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 FundClass H48637.26314.6047
E*TRADE Savings Bank
FBO #98
PO Box 6503
Englewood, CO 80155-6503
Dow Jones Industrial Average FundClass H59535.9417.8773
TD Ameritrade Inc. For the Exclusive Benefit of Our Clients
PO Box 2226
Omaha, NE 68103-2226
Electronics FundClass A2154.5116.7155
Special Custody Account For The Exclusive Benefit Of Customer
Wells Fargo Clearing Services LLC
2801 Market Street
Saint Louis, MO 63103
Electronics FundClass A3282.78110.2324
RBC Capital Markets LLC
Mutual Fund Omnibus Processing Omnibus
Attn: Mutual Fund Ops Manager
60 South Sixth Street – P08
Minneapolis, MN 55402-4400
Electronics FundClass A2097.3796.5375
LPL Financial
4707 Executive Drive
San Diego, CA 92121-3091
Electronics FundClass A7747.63224.1493
Pershing LLC
1 Pershing Plaza
Jersey City, NJ 07399-0002
Electronics FundClass C2748.24611.8427
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-9998
Electronics FundClass C2085.9438.9887
Schwab Special Custody Account – Reinvest for Benefit of Customers
211 Main Street
San Francisco, CA 94105
Electronics FundClass C6507.24928.041
Special Custody Account For The Exclusive Benefit Of Customer
Wells Fargo Clearing Services LLC
2801 Market Street
Saint Louis, MO 63103
Electronics FundClass C7196.15831.0096
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 FundClass C2943.9912.6862
LPL Financial
4707 Executive Drive
San Diego, CA 92121-3091
Electronics FundClass H1924.5819.3475
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-9998
Electronics FundClass H2900.8814.0893
Trust Co Of America
FBO 120
PO Box 6503
Englewood, CO 80155
Electronics FundClass H2541.19612.3423
National Financial Services Corporation For Exclusive Benefit Of Our Customers
Attn: Mutual Funds Department, 4th Floor
499 Washington Boulevard
Jersey City, NJ 07310
Electronics FundClass H11752.72557.082
TD Ameritrade Inc. For the Exclusive Benefit of Our Clients
PO Box 2226
Omaha, NE 68103-2226
Electronics FundInvestor Class190774.64763.8277
Schwab Special Custody Account – Reinvest for Benefit of Customers
211 Main Street
San Francisco, CA 94105
Electronics FundInvestor Class60226.90720.1502
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 FundClass A10689.44653.5001
Pershing LLC
1 Pershing Plaza
Jersey City, NJ 07399-0002
Emerging Markets 2x Strategy FundClass A2372.10111.8722
National Financial Services LLC
499 Washington Boulevard
Jersey City, NJ 07310
Emerging Markets 2x Strategy FundClass C1002.9718.5047
Pershing LLC
1 Pershing Plaza
Jersey City, NJ 07399-0002
Emerging Markets 2x Strategy FundClass C475.1738.7669
Marella Jones (SEP)
[Address Intentionally Omitted for Privacy Purposes]
Emerging Markets 2x Strategy FundClass C458.9398.4674
Patrick A. Fend (ROTH)
[Address Intentionally Omitted for Privacy Purposes]
Emerging Markets 2x Strategy FundClass C858.60115.8411
NFS LLC FEBO/NFS/FMTC/IRA
FBO Mary K. Rude
[Address Intentionally Omitted for Privacy Purposes]
Emerging Markets 2x Strategy FundClass C285.7855.2727
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 FundClass H6862.34312.9973
Schwab Special Custody Account – Reinvest for Benefit of Customers
211 Main Street
San Francisco, CA 94105
Emerging Markets 2x Strategy FundClass H7447.53814.1056
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 FundClass H3986.4427.5503
Robert C. Rosen (IRA)
[Address Intentionally Omitted for Privacy Purposes]
Emerging Markets 2x Strategy FundClass H11270.78321.3469
E*TRADE Savings Bank
FBO #98
PO Box 6503
Englewood, CO 80155-6503
Emerging Markets 2x Strategy FundClass H8310.77615.7406
Pershing LLC
1 Pershing Plaza
Jersey City, NJ 07399-0002
Emerging Markets Bond Strategy FundClass A146.01430.5228
Guggenheim Funds Distributors LLC
227 West Monroe Street, Suite 4800
Chicago, IL 60606
Emerging Markets Bond Strategy FundClass A56.37311.7842
Gary D. Sorenson (RIRA)
[Address Intentionally Omitted for Privacy Purposes]
Emerging Markets Bond Strategy FundClass A149.99431.3548
Pershing LLC
1 Pershing Plaza
Jersey City, NJ 07399-0002
Emerging Markets Bond Strategy FundClass A27.6475.7793
Jennifer L. Fields (IRA)
[Address Intentionally Omitted for Privacy Purposes]
Emerging Markets Bond Strategy FundClass A78.19616.3461
Anna K. Fish (IRA)
[Address Intentionally Omitted for Privacy Purposes]
Emerging Markets Bond Strategy FundClass C147.0945.6141
Guggenheim Funds Distributors LLC
227 West Monroe Street, Suite 4800
Chicago, IL 60606
Emerging Markets Bond Strategy FundClass C468.64117.8865
Sitaram Walambe (RIRA)
[Address Intentionally Omitted for Privacy Purposes]
Emerging Markets Bond Strategy FundClass C161.7996.1753
Mark J. Greil (RIRA)
[Address Intentionally Omitted for Privacy Purposes]
Emerging Markets Bond Strategy FundClass C148.3885.6634
LPL Financial
4707 Executive Drive
San Diego, CA 92121-3091
Emerging Markets Bond Strategy FundClass C313.93811.982
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 FundClass C187.1997.1447
Lori A. Britt (RIRA)
[Address Intentionally Omitted for Privacy Purposes]
Emerging Markets Bond Strategy FundClass C148.4145.6644
National Financial Services LLC
499 Washington Boulevard
Jersey City, NJ 07310
Emerging Markets Bond Strategy FundClass H99200.32187.252
Schwab Special Custody Account – Reinvest for Benefit of Customers
211 Main Street
San Francisco, CA 94105
Emerging Markets Bond Strategy FundClass H6430.7595.6562
TD Ameritrade Inc. for the Exclusive Benefit of our Clients
PO Box 2226
Omaha, NE 68103-2226
Energy FundClass A4536.19410.8121
Morgan Stanley Smith Barney LLC
For The Exclusive Benefit Of Its Customers
1 New York Plaza, Floor 12
New York, NY 10004-1901
Energy FundClass A6890.58716.4239
Special Custody Account For The Exclusive Benefit Of Customer
Wells Fargo Clearing Services LLC
2801 Market Street
Saint Louis, MO 63103
Energy FundClass A2098.335.0014
UBS Financial Services Inc.
FBO/UBS WM USA
Omni Account M/F
1000 Harbor Boulevard
Weehawken, NJ 07806-6761
Energy FundClass A6458.83315.3948
Pershing LLC
1 Pershing Plaza
Jersey City, NJ 07399-0002
Energy FundClass A11622.38827.7023
National Financial Services LLC
499 Washington Boulevard
Jersey City, NJ 07310
Energy FundClass H1314.0539.6122
Nationwide Trust Company
FSB/C/O IPO Portfolio Accounting
P.O. Box 182029
Columbus, OH 43218-2029
Energy FundClass H1221.888.9379
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-9998
Energy FundClass H1,131.5668.2773
National Financial Services Corporation For Exclusive Benefit Of Our Customers
Attn: Mutual Funds Department, 4th Floor
499 Washington Boulevard
Jersey City, NJ 07310
Energy FundClass H4856.86135.5276
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 FundClass C6686.56727.1837
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-9998
Energy FundClass C1618.6956.5806
Schwab Special Custody Account – Reinvest for Benefit of Customers
211 Main Street
San Francisco, CA 94105
Energy FundClass C5736.63923.3219
Special Custody Account For The Exclusive Benefit Of Customer
Wells Fargo Clearing Services LLC
2801 Market Street
Saint Louis, MO 63103
Energy FundClass C1649.3036.7051
LPL Financial
4707 Executive Drive
San Diego, CA 92121-3091
Energy FundInvestor Class78874.91735.6425
Schwab Special Custody Account – Reinvest for Benefit of Customers
211 Main Street
San Francisco, CA 94105
Energy FundInvestor Class61199.98827.6554
National Financial Services Corporation For Exclusive Benefit Of Our Customers
Attn: Mutual Funds Department, 4th Floor
499 Washington Boulevard
Jersey City, NJ 07310
Energy FundInvestor Class15243.5486.8883
TD Ameritrade Inc. For the Exclusive Benefit of Our Clients
PO Box 2226
Omaha, NE 68103-2226
Energy Services FundClass A4683.0110.0657
Schwab Special Custody Account – Reinvest for Benefit of Customers
211 Main Street
San Francisco, CA 94105
Energy Services FundClass A4254.4829.1446
Special Custody Account For The Exclusive Benefit Of Customer
Wells Fargo Clearing Services LLC
2801 Market Street
Saint Louis, MO 63103
Energy Services FundClass A3647.6627.8403
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 FundClass A11413.74524.5329
Pershing LLC
1 Pershing Plaza
Jersey City, NJ 07399-0002
Energy Services FundClass A9906.55621.2933
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 FundClass C4175.5838.9521
NFS LLC FEBO/NFS/FMTC Rollover IRA
FBO Paul O. Dodge, Jr.
[Address Intentionally Omitted for Privacy Purposes]
Energy Services FundClass C9405.49820.1647
Donaldson Lufkin Jenrette/Securities Corporation Inc.
P.O. Box 2052
Jersey City, NJ 07303-9998
Energy Services FundClass C23341.26350.0421
Schwab Special Custody Account – Reinvest for Benefit of Customers
211 Main Street
San Francisco, CA 94105
Energy Services FundClass C2680.1685.7461
LPL Financial
4707 Executive Drive
San Diego, CA 92121-3091
Energy Services FundClass H32021.60358.5299
Nationwide Trust Company
FSB/C/O IPO Portfolio Accounting
P.O. Box 182029
Columbus, OH 43218-2029
Energy Services FundClass H3041.4045.5591
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 FundClass H8833.45816.146
TD Ameritrade Inc. For the Exclusive Benefit of Our Clients
PO Box 2226
Omaha, NE 68103-2226
Energy Services FundInvestor Class29863.7535.7281
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-9998
Energy Services FundInvestor Class64298.16712.333
Schwab Special Custody Account – Reinvest for Benefit of Customers
211 Main Street
San Francisco, CA 94105
Energy Services FundInvestor Class91712.72517.5913
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 FundInvestor Class56328.8110.8044
Special Custody Account For The Exclusive Benefit Of Customer
Wells Fargo Clearing Services LLC
2801 Market Street
Saint Louis, MO 63103
Energy Services FundInvestor Class128017.9324.555
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 FundInvestor Class36424.7546.9866
Mid Atlantic Trust Company
FBO/MATC FBO Various Kulp Financial Ser.
1251 Waterfront Place, Suite 525
Pittsburgh, PA 15222
Europe 1.25x Strategy FundClass A95.4556.0222
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 FundClass A240.57315.1777
James L. Ridderbush (RIRA)
[Address Intentionally Omitted for Privacy Purposes]
Europe 1.25x Strategy FundClass A104.016.5619
Pershing LLC
1 Pershing Plaza
Jersey City, NJ 07399-0002
Europe 1.25x Strategy FundClass A215.07613.5691
National Financial Services LLC
499 Washington Boulevard
Jersey City, NJ 07310
Europe 1.25x Strategy FundClass A358.88522.6419
Oppenheimer & Co. Inc. FBO
FBO Michael Freeman Rlvr IRA
[Address Intentionally Omitted for Privacy Purposes]
Europe 1.25x Strategy FundClass A109.3646.8997
Stockcross Financial Services/Philip C. Sturman
Peggy J. Sturman TTEE
Philip J. Sturman Living Trust
Europe 1.25x Strategy FundClass C34.83312.1011
Aaron C. Dunn (RIRA)
[Address Intentionally Omitted for Privacy Purposes]
Europe 1.25x Strategy FundClass C233.77881.2154
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 FundClass H104214.23285.1142
TD Ameritrade Inc. For the Exclusive Benefit of Our Clients
PO Box 2226
Omaha, NE 68103-2226
Financial Services FundClass A8460.8747.465
Special Custody Account For The Exclusive Benefit Of Customer
Wells Fargo Clearing Services LLC
2801 Market Street
Saint Louis, MO 63103
Financial Services FundClass A82729.09572.9925
LPL Financial
4707 Executive Drive
San Diego, CA 92121-3091
Financial Services FundClass A8445.937.4519
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 FundClass C8576.1656.3394
Donaldson Lufkin Jenrette/Securities Corporation Inc.
P.O. Box 2052
Jersey City, NJ 07303-9998
Financial Services FundClass C1424.3099.3567
Schwab Special Custody Account – Reinvest for Benefit of Customers
211 Main Street
San Francisco, CA 94105
Financial Services FundClass C859.5025.6463
Special Custody Account For The Exclusive Benefit Of Customer
Wells Fargo Clearing Services LLC
2801 Market Street
Saint Louis, MO 63103
Financial Services FundClass C772.0215.0716
LPL Financial
4707 Executive Drive
San Diego, CA 92121-3091
Financial Services FundClass C1342.248.8175
National Financial Services LLC
499 Washington Boulevard
Jersey City, NJ 07310
Financial Services FundClass H66015.59370.4347
Trust Co Of America
FBO 120
PO Box 6503
Englewood, CO 80155
Financial Services FundClass H6411.9296.8411
LPL Financial
4707 Executive Drive
San Diego, CA 92121-3091
Financial Services FundClass H16868.56117.9977
TD Ameritrade Inc. For the Exclusive Benefit of Our Clients
PO Box 2226
Omaha, NE 68103-2226
Financial Services FundInvestor Class26442.82113.6214
Schwab Special Custody Account – Reinvest for Benefit of Customers
211 Main Street
San Francisco, CA 94105
Financial Services FundInvestor Class102422.77252.761
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 FundInvestor Class12409.5196.3925
TD Ameritrade Inc. For the Exclusive Benefit of Our Clients
PO Box 2226
Omaha, NE 68103-2226
Government Long Bond 1.2x Strategy FundClass H1302305.23595.0753
E*TRADE Savings Bank/FBO: 75
PO Box 6503
Englewood, CO 80112
Government Long Bond 1.2x Strategy FundInvestor Class169841.0887.457
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 FundInvestor Class1700777.04374.674
Trust Co Of America
FBO 120
PO Box 6503
Englewood, CO 80155
Government Long Bond 1.2x Strategy FundInvestor Class146117.5926.4154
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 FundInvestor Class133019.3115.8403
TD Ameritrade Inc. For the Exclusive Benefit of Our Clients
PO Box 2226
Omaha, NE 68103-2226
Government Long Bond 1.2x Strategy FundClass C1245.0746.0533
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 FundClass C1992.7169.6882
Linda S. Ewald (ROTH)
[Address Intentionally Omitted for Privacy Purposes]
Government Long Bond 1.2x Strategy FundClass C3865.06118.7913
Janis Lightfoot (IRA)
[Address Intentionally Omitted for Privacy Purposes]
Government Long Bond 1.2x Strategy FundClass C3061.89714.8864
Schwab Special Custody Account – Reinvest for Benefit of Customers
211 Main Street
San Francisco, CA 94105
Government Long Bond 1.2x Strategy FundClass C1828.1838.8883
Cheryl Jones Hall (IRA)/Benefit of Mary Ann Jones (DECD)
[Address Intentionally Omitted for Privacy Purposes]
Government Long Bond 1.2x Strategy FundClass C1554.2647.5566
Megan Copple Nolen
[Address Intentionally Omitted for Privacy Purposes]
Government Long Bond 1.2x Strategy FundClass C1096.7145.332
Richard T. Schnabel
[Address Intentionally Omitted for Privacy Purposes]
Health Care FundClass A18034.2515.6995
Special Custody Account For The Exclusive Benefit Of Customer
Wells Fargo Clearing Services LLC
2801 Market Street
Saint Louis, MO 63103
Health Care FundClass A17978.2335.6818
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 FundClass A181522.94157.3684
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 FundClass A31034.5739.8081
Pershing LLC
1 Pershing Plaza
Jersey City, NJ 07399-0002
Health Care FundClass C75721.52649.355
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-9998
Health Care FundClass C12005.4267.825
Special Custody Account For The Exclusive Benefit Of Customer
Wells Fargo Clearing Services LLC
2801 Market Street
Saint Louis, MO 63103
Health Care FundClass C18410.41911.9998
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 FundClass C8615.2285.6153
LPL Financial
4707 Executive Drive
San Diego, CA 92121-3091
Health Care FundClass H8844.610.8055
Nationwide Trust Company
FSB/C/O IPO Portfolio Accounting
P.O. Box 182029
Columbus, OH 43218-2029
Health Care FundClass H4972.3856.0748
Schwab Special Custody Account – Reinvest for Benefit of Customers
211 Main Street
San Francisco, CA 94105
Health Care FundClass H9118.75611.1405
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 FundClass H13722.64216.7651
LPL Financial
4707 Executive Drive
San Diego, CA 92121-3091
Health Care FundClass H9271.69511.3273
TD Ameritrade Inc. For the Exclusive Benefit of Our Clients
PO Box 2226
Omaha, NE 68103-2226
Health Care FundClass H21745.21526.5664
Mid Atlantic Trust Company
FBO Techstar Solutions Group LLC 401(k)
1251 Waterfront Place, Suite 525
Pittsburgh, PA 15222
Health Care FundInvestor Class354406.80341.2722
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 FundInvestor Class123929.48514.4321
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 FundInvestor Class154681.17118.0132
TD Ameritrade Inc. For the Exclusive Benefit of Our Clients
PO Box 2226
Omaha, NE 68103-2226
High Yield Strategy FundClass A12102.4927.2756
Special Custody Account For The Exclusive Benefit Of Customer
Wells Fargo Clearing Services LLC
2801 Market Street
Saint Louis, MO 63103
High Yield Strategy FundClass A12654.2387.6073
Pershing LLC
1 Pershing Plaza
Jersey City, NJ 07399-0002
High Yield Strategy FundClass A47830.69728.7544
TD Ameritrade Clearing Inc. FBO
PO Box 2226
Omaha, NE 68103-2226
High Yield Strategy FundClass A24114.55614.4969
National Financial Services LLC
499 Washington Boulevard
Jersey City, NJ 07310
High Yield Strategy FundClass A8896.1665.3481
TD Ameritrade FBO/Wendell Lamar Cossey IRA
TD Ameritrade Clearing, Custodian
[Address Intentionally Omitted for Privacy Purposes]
High Yield Strategy FundClass C4141.1338.4671
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-9998
High Yield Strategy FundClass C3565.0827.2893
Special Custody Account For The Exclusive Benefit Of Customer
Wells Fargo Clearing Services LLC
2801 Market Street
Saint Louis, MO 63103
High Yield Strategy FundClass C5877.88912.0181
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 FundClass C4346.5378.8871
LPL Financial
4707 Executive Drive
San Diego, CA 92121-3091
High Yield Strategy FundClass C7689.63215.7225
National Financial Services LLC
499 Washington Boulevard
Jersey City, NJ 07310
High Yield Strategy FundClass C10424.20721.3138
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 FundClass H562681.70623.6065
Schwab Special Custody Account – Reinvest for Benefit of Customers
211 Main Street
San Francisco, CA 94105
High Yield Strategy FundClass H392635.83616.4724
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 FundClass H144961.896.0816
Pershing LLC
1 Pershing Plaza
Jersey City, NJ 07399-0002
High Yield Strategy FundClass H984605.24241.3076
TD Ameritrade Inc. For the Exclusive Benefit of Our Clients
PO Box 2226
Omaha, NE 68103-2226
Internet FundClass A1062.9266.0381
Morgan Stanley Smith Barney LLC
For The Exclusive Benefit Of Its Customers
1 New York Plaza, Floor 12
New York, NY 10004-1901
Internet FundClass A4159.01423.626
Special Custody Account For The Exclusive Benefit Of Customer
Wells Fargo Clearing Services LLC
2801 Market Street
Saint Louis, MO 63103
Internet FundClass A1244.7227.0708
Raymond James/Omnibus for Mutual Funds House Account
Attn: Courtney Waller
880 Carillon Parkway
Saint Petersburg, FL 33716
Internet FundClass A3176.42218.0442
Pershing LLC
1 Pershing Plaza
Jersey City, NJ 07399-0002
Internet FundClass A1250.5167.1037
National Financial Services LLC
499 Washington Boulevard
Jersey City, NJ 07310
Internet FundClass A1523.2968.6533
American Enterprise Investment Services, Inc.
707 2nd Avenue South
Minneapolis, MN 55402
Internet FundClass C2036.8167.0771
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-9998
Internet FundClass C4887.24216.9813
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 FundClass C15860.15255.1081
Special Custody Account For The Exclusive Benefit Of Customer
Wells Fargo Clearing Services LLC
2801 Market Street
Saint Louis, MO 63103
Internet FundClass C2536.9198.8148
LPL Financial
4707 Executive Drive
San Diego, CA 92121-3091
Internet FundClass H822.2610.5433
Schwab Special Custody Account – Reinvest for Benefit of Customers
211 Main Street
San Francisco, CA 94105
Internet FundClass H2325.74929.8216
National Financial Services Corporation For Exclusive Benefit Of Our Customers
Attn: Mutual Funds Department, 4th Floor
499 Washington Boulevard
Jersey City, NJ 07310
Internet FundClass H2995.08638.4041
TD Ameritrade Inc. For the Exclusive Benefit of Our Clients
PO Box 2226
Omaha, NE 68103-2226
Internet FundInvestor Class260660.41372.6191
Schwab Special Custody Account – Reinvest for Benefit of Customers
211 Main Street
San Francisco, CA 94105
Internet FundInvestor Class22699.4986.324
National Financial Services Corporation For Exclusive Benefit Of Our Customers
Attn: Mutual Funds Department, 4th Floor
499 Washington Boulevard
Jersey City, NJ 07310
Internet FundInvestor Class19037.2585.3037
LPL Financial
4707 Executive Drive
San Diego, CA 92121-3091
Internet FundInvestor Class26189.0087.2961
TD Ameritrade Inc. For the Exclusive Benefit of Our Clients
PO Box 2226
Omaha, NE 68103-2226
Inverse Emerging Markets 2x Strategy FundClass A1155.43590.5264
Pershing LLC
1 Pershing Plaza
Jersey City, NJ 07399-0002
Inverse Emerging Markets 2x Strategy FundClass C11.32113.6135
William J. Toshner (ROTH)
[Address Intentionally Omitted for Privacy Purposes]
Inverse Emerging Markets 2x Strategy FundClass C71.83986.3864
TD Ameritrade FBO/Kenna Newman
[Address Intentionally Omitted for Privacy Purposes]
Inverse Emerging Markets 2x Strategy FundClass H1210.41914.8572
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 FundClass H1093.94913.4276
Schwab Special Custody Account – Reinvest for Benefit of Customers
211 Main Street
San Francisco, CA 94105
Inverse Emerging Markets 2x Strategy FundClass H626.1747.6859
Dhruvkumar V. Gunderia or Mita D. Gunderia
[Address Intentionally Omitted for Privacy Purposes]
Inverse Emerging Markets 2x Strategy FundClass H475.6545.8384
E*TRADE Savings Bank
FBO #98
PO Box 6503
Englewood, CO 80155-6503
Inverse Emerging Markets 2x Strategy FundClass H727.9788.9355
Pershing LLC
1 Pershing Plaza
Jersey City, NJ 07399-0002
Inverse Emerging Markets 2x Strategy FundClass H1194.0514.6563
TD Ameritrade Inc. For the Exclusive Benefit of Our Clients
PO Box 2226
Omaha, NE 68103-2226
Inverse Emerging Markets 2x Strategy FundClass H587.9857.2172
Equity Trust
FBO Marilyn Ann Haqq
[Address Intentionally Omitted for Privacy Purposes]
Inverse Government Long Bond Strategy FundClass A17580.2255.9257
National Financial Services LLC
499 Washington Boulevard
Jersey City, NJ 07310
Inverse Government Long Bond Strategy FundClass A26788.0079.0293
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-9998
Inverse Government Long Bond Strategy FundClass A44249.30914.915
Schwab Special Custody Account – Reinvest for Benefit of Customers
211 Main Street
San Francisco, CA 94105
Inverse Government Long Bond Strategy FundClass A41938.70214.1361
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 FundClass A91872.58930.9672
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 FundClass C45539.16424.4442
National Financial Services LLC
499 Washington Boulevard
Jersey City, NJ 07310
Inverse Government Long Bond Strategy FundClass C11464.4496.1538
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 FundClass C12466.6026.6917
Schwab Special Custody Account – Reinvest for Benefit of Customers
211 Main Street
San Francisco, CA 94105
Inverse Government Long Bond Strategy FundClass C68617.9336.8322
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 FundClass C27877.72914.964
LPL Financial
4707 Executive Drive
San Diego, CA 92121-3091
Inverse Government Long Bond Strategy FundClass H20267.38319.1548
E*TRADE Savings Bank/FBO: 75
PO Box 6503
Englewood, CO 80112
Inverse Government Long Bond Strategy FundClass H66773.38563.1078
Pershing LLC
1 Pershing Plaza
Jersey City, NJ 07399-0002
Inverse Government Long Bond Strategy FundInvestor Class135439.98711.2854
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-9998
Inverse Government Long Bond Strategy FundInvestor Class172239.53614.3517
Schwab Special Custody Account – Reinvest for Benefit of Customers
211 Main Street
San Francisco, CA 94105
Inverse Government Long Bond Strategy FundInvestor Class519031.50543.2479
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 FundInvestor Class64002.0035.3329
TD Ameritrade Inc. For the Exclusive Benefit of Our Clients
PO Box 2226
Omaha, NE 68103-2226
Inverse High Yield Strategy FundClass A604.38612.1678
Schwab Special Custody Account – Reinvest for Benefit of Customers
211 Main Street
San Francisco, CA 94105
Inverse High Yield Strategy FundClass A985.5619.8419
Raymond James/Omnibus for Mutual Funds
House Account
Attn: Courtney Waller
880 Carillon Parkway
Saint Petersburg, FL 33716
Inverse High Yield Strategy FundClass A291.6385.8714
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 FundClass A2569.73251.7355
National Financial Services LLC
499 Washington Boulevard
Jersey City, NJ 07310
Inverse High Yield Strategy FundClass C5303.1172.8783
Schwab Special Custody Account – Reinvest for Benefit of Customers
211 Main Street
San Francisco, CA 94105
Inverse High Yield Strategy FundClass C1645.00722.6066
LPL Financial
4707 Executive Drive
San Diego, CA 92121-3091
Inverse High Yield Strategy FundClass H132240.17889.5777
TD Ameritrade Inc. For the Exclusive Benefit of Our Clients
PO Box 2226
Omaha, NE 68103-2226
Inverse Mid-Cap Strategy FundClass A688.76612.3408
Schwab Special Custody Account – Reinvest for Benefit of Customers
211 Main Street
San Francisco, CA 94105
Inverse Mid-Cap Strategy FundClass A2072.14937.1272
LPL Financial
4707 Executive Drive
San Diego, CA 92121-3091
Inverse Mid-Cap Strategy FundClass A1682.18830.1402
Pershing LLC
1 Pershing Plaza
Jersey City, NJ 07399-0002
Inverse Mid-Cap Strategy FundClass A960.79917.2148
NFS LLC FEBO/NFS/FMTC Rollover IRA
FBO Thomas E. McKnight
[Address Intentionally Omitted for Privacy Purposes]
Inverse Mid-Cap Strategy FundClass C199.6015
Schwab Special Custody Account – Reinvest for Benefit of Customers
211 Main Street
San Francisco, CA 94105
Inverse Mid-Cap Strategy FundClass H25286.68763.5692
Schwab Special Custody Account – Reinvest for Benefit of Customers
211 Main Street
San Francisco, CA 94105
Inverse Mid-Cap Strategy FundClass H2249.1465.6542
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 FundClass H2533.9816.3702
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 FundClass H2266.7165.6983
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 FundClass H3308.8598.3182
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 A1521.93123.7462
National Financial Services LLC
499 Washington Boulevard
Jersey City, NJ 07310
Inverse NASDAQ-100® Strategy Fund
Class A577.1719.0054
Schwab Special Custody Account – Reinvest for Benefit of Customers
211 Main Street
San Francisco, CA 94105
Inverse NASDAQ-100® Strategy Fund
Class A1701.2726.5444
LPL Financial
4707 Executive Drive
San Diego, CA 92121-3091
Inverse NASDAQ-100® Strategy Fund
Class A352.1255.4941
Raymond James/Omnibus for Mutual Funds
House Account
Attn: Courtney Waller
880 Carillon Parkway
Saint Petersburg, FL 33716
Inverse NASDAQ-100® Strategy Fund
Class A980.52715.2988
Pershing LLC
1 Pershing Plaza
Jersey City, NJ 07399-0002
Inverse NASDAQ-100® Strategy Fund
Class C747.39820.514
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-9998
Inverse NASDAQ-100® Strategy Fund
Class C893.19924.5158
American Enterprise Investment Services, Inc.
707 2nd Avenue South
Minneapolis, MN 55402
Inverse NASDAQ-100® Strategy Fund
Class C314.4348.6303
Schwab Special Custody Account – Reinvest for Benefit of Customers
211 Main Street
San Francisco, CA 94105
Inverse NASDAQ-100® Strategy Fund
Class C1354.30437.1719
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 H3442.80611.654
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 H22511.85676.2034
E*TRADE Savings Bank/FBO: 75
PO Box 6503
Englewood, CO 80112
Inverse NASDAQ-100® Strategy Fund
Investor Class26050.10117.4988
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 Class19065.32812.8069
Schwab Special Custody Account – Reinvest for Benefit of Customers
211 Main Street
San Francisco, CA 94105
Inverse NASDAQ-100® Strategy Fund
Investor Class26093.54817.528
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 Class7801.145.2403
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 Class8459.1565.6823
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 Class32185.94121.6205
LPL Financial
4707 Executive Drive
San Diego, CA 92121-3091
Inverse Russell 2000® Strategy Fund
Class A978.0616.1711
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 A4980.55531.4249
LPL Financial
4707 Executive Drive
San Diego, CA 92121-3091
Inverse Russell 2000® Strategy Fund
Class A2864.43818.0732
Pershing LLC
1 Pershing Plaza
Jersey City, NJ 07399-0002
Inverse Russell 2000® Strategy Fund
Class A3158.25319.9271
National Financial Services LLC
499 Washington Boulevard
Jersey City, NJ 07310
Inverse Russell 2000® Strategy Fund
Class A1921.2312.122
TD Ameritrade FBO/Lorraine Suzuki
[Address Intentionally Omitted for Privacy Purposes]
Inverse Russell 2000® Strategy Fund
Class C2417.2929.8695
NFS LLC FEBO/NFS/FMTC Rollover IRA
FBO Robert C. Irvine
[Address Intentionally Omitted for Privacy Purposes]
Inverse Russell 2000® Strategy Fund
Class C18148.83874.0997
Schwab Special Custody Account – Reinvest for Benefit of Customers
211 Main Street
San Francisco, CA 94105
Inverse Russell 2000® Strategy Fund
Class C2425.299.9021
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 H67757.63724.3311
Schwab Special Custody Account – Reinvest for Benefit of Customers
211 Main Street
San Francisco, CA 94105
Inverse Russell 2000®  Strategy Fund
Class H49600.19417.8109
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 H20189.8317.2499
E*TRADE Savings Bank
FBO: 75
PO Box 6503
Englewood, CO 80112
Inverse Russell 2000®  Strategy Fund
Class H76439.03127.4485
LPL Financial
4707 Executive Drive
San Diego, CA 92121-3091
Inverse Russell 2000® Strategy Fund
Class H15708.895.6409
TD Ameritrade Inc. For the Exclusive Benefit of Our Clients
PO Box 2226
Omaha, NE 68103-2226
Inverse S&P 500® Strategy Fund
Class A314481.48684.4861
LPL Financial
4707 Executive Drive
San Diego, CA 92121-3091
Inverse S&P 500® Strategy Fund
Class H19754.9615.0795
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 H98615.47575.276
TD Ameritrade Inc. For the Exclusive Benefit of Our Clients
PO Box 2226
Omaha, NE 68103-2226
Inverse S&P 500® Strategy Fund
Investor Class145944.518.3824
Schwab Special Custody Account – Reinvest for Benefit of Customers
211 Main Street
San Francisco, CA 94105
Inverse S&P 500® Strategy Fund
Investor Class350645.97244.1655
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 Class54626.196.8804
TD Ameritrade Inc. For the Exclusive Benefit of Our Clients
PO Box 2226
Omaha, NE 68103-2226
Inverse S&P 500® Strategy Fund
Class C9900.14823.3725
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 C19065.82245.0111
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 C3758.6198.8734
LPL Financial
4707 Executive Drive
San Diego, CA 92121-3091
Japan 2x Strategy FundClass A84.3535.03
Judith C. Kleinberg Charitable Remain Unit Trust
Judith C. Kazen TTEE
Ivan J. Kaven TTEE
[Address Intentionally Omitted for Privacy Purposes]
Japan 2x Strategy FundClass A150.388.9673
James L. Ridderbush (RIRA)
[Address Intentionally Omitted for Privacy Purposes]
Japan 2x Strategy FundClass A390.51923.2872
Pershing LLC
1 Pershing Plaza
Jersey City, NJ 07399-0002
Japan 2x Strategy FundClass A623.11737.1574
National Financial Services LLC
499 Washington Boulevard
Jersey City, NJ 07310
Japan 2x Strategy FundClass C33.47112.4754
Transsolutions Ret Plan/FBO Leong Ng Match
Gloria Bender and Belinda Hargrove TTEES
[Address Intentionally Omitted for Privacy Purposes]
Japan 2x Strategy FundClass C15.1425.6438
John Downing (ROTH)
[Address Intentionally Omitted for Privacy Purposes]
Japan 2x Strategy FundClass C32.83712.2391
Charles Schwab & Co. Inc./Special Custody A/C FBO Customers
Attn: Mutual Funds
101 Montgomery Street
San Francisco, CA 94104-4122
Japan 2x Strategy FundClass C112.5741.9577
J.P. Morgan Securities LLC/FBO
4 Chase Metrotech Center
Brooklyn, NY 11245-0001
Japan 2x Strategy FundClass C48.22617.975
TD Ameritrade FBO/Kwock Yee Hom Roth IRA TD Ameritrade Inc. Custodian
[Address Intentionally Omitted for Privacy Purposes]
Japan 2x Strategy FundClass H744.8876.7539
Dean G. Sather or Nancy J. Deschane
[Address Intentionally Omitted for Privacy Purposes]
Japan 2x Strategy FundClass H611.8745.5479
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 FundClass H1898.50517.214
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 FundClass H1913.13117.3466
FolioFN Investments Inc.
8180 Greensboro Drive, 8th Floor
McLean, VA 22102
Japan 2x Strategy FundClass H759.2556.8842
Jay Lewis Wertman (RIRA)
[Address Intentionally Omitted for Privacy Purposes]
Japan 2x Strategy FundClass H2674.86624.2533
TD Ameritrade Inc. For the Exclusive Benefit of Our Clients
PO Box 2226
Omaha, NE 68103-2226
Leisure FundClass A2681.13416.9216
Schwab Special Custody Account – Reinvest for Benefit of Customers
211 Main Street
San Francisco, CA 94105
Leisure FundClass A3713.96923.4402
Special Custody Account For The Exclusive Benefit Of Customer
Wells Fargo Clearing Services LLC
2801 Market Street
Saint Louis, MO 63103
Leisure FundClass A2911.11718.3731
UBS Financial Services Inc.
FBO/UBS WM USA
Omni Account M/F
1000 Harbor Boulevard
Weehawken, NJ 07806-6761
Leisure FundClass A2,543.38916.0522
Pershing LLC
1 Pershing Plaza
Jersey City, NJ 07399-0002
Leisure FundClass A1088.6636.8709
National Financial Services LLC
499 Washington Boulevard
Jersey City, NJ 07310
Leisure FundClass C859.7018.2094
NFS LLC FEBO/NFS/FMTC Rollover IRA
FBO Paul O. Dodge, Jr.
[Address Intentionally Omitted for Privacy Purposes]
Leisure FundClass C3383.78732.3125
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-9998
Leisure FundClass C1484.56614.1764
Schwab Special Custody Account – Reinvest for Benefit of Customers
211 Main Street
San Francisco, CA 94105
Leisure FundClass C1605.40515.3303
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 FundClass C681.6216.5089
UBS Financial Services Inc.
FBO/UBS WM USA
Omni Account M/F
1000 Harbor Boulevard
Weehawken, NJ 07806-6761
Leisure FundClass C665.7626.3575
LPL Financial
4707 Executive Drive
San Diego, CA 92121-3091
Leisure FundClass C590.1775.6357
American Enterprise Investment Services, Inc.
707 2nd Avenue South
Minneapolis, MN 55402
Leisure FundClass H5833.02319.0089
Trust Co Of America
FBO 120
PO Box 6503
Englewood, CO 80155
Leisure FundClass H19920.30964.9172
TD Ameritrade Inc. For the Exclusive Benefit of Our Clients
PO Box 2226
Omaha, NE 68103-2226
Leisure FundInvestor Class25162.95826.7501
Schwab Special Custody Account – Reinvest for Benefit of Customers
211 Main Street
San Francisco, CA 94105
Leisure FundInvestor Class16131.33417.1488
National Financial Services Corporation For Exclusive Benefit Of Our Customers
Attn: Mutual Funds Department, 4th Floor
499 Washington Boulevard
Jersey City, NJ 07310
Leisure FundInvestor Class16455.47217.4934
Special Custody Account For The Exclusive Benefit Of Customer
Wells Fargo Clearing Services LLC
2801 Market Street
Saint Louis, MO 63103
Leisure FundInvestor Class6712.9227.1363
LPL Financial
4707 Executive Drive
San Diego, CA 92121-3091
Leisure FundInvestor Class5056.0565.3749
TD Ameritrade Inc. For the Exclusive Benefit of Our Clients
PO Box 2226
Omaha, NE 68103-2226
Long Short Equity FundClass A47654.0048.1492
National Financial Services LLC
499 Washington Boulevard
Jersey City, NJ 07310
Long Short Equity FundClass A55476.8179.487
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-9998
Long Short Equity FundClass A43411.127.4236
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 FundClass A97590.14316.6887
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 FundClass A168646.9728.8401
Special Custody Account For The Exclusive Benefit Of Customer
Wells Fargo Clearing Services LLC
2801 Market Street
Saint Louis, MO 63103
Long Short Equity FundClass A30373.4965.1941
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 FundClass C6789.5629.8281
National Financial Services LLC
499 Washington Boulevard
Jersey City, NJ 07310
Long Short Equity FundClass C4151.6266.0096
American Enterprise Investment Services, Inc.
707 2nd Avenue South
Minneapolis, MN 55402
Long Short Equity FundClass C5397.9517.8137
Schwab Special Custody Account – Reinvest for Benefit of Customers
211 Main Street
San Francisco, CA 94105
Long Short Equity FundClass C6331.1099.1644
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 FundClass C12825.67918.5655
Special Custody Account For The Exclusive Benefit Of Customer
Wells Fargo Clearing Services LLC
2801 Market Street
Saint Louis, MO 63103
Long Short Equity FundClass C3805.8495.509
UBS Financial Services Inc.
FBO/UBS WM USA
Omni Account M/F
1000 Harbor Boulevard
Weehawken, NJ 07806-6761
Long Short Equity FundClass C13538.70919.5977
LPL Financial
4707 Executive Drive
San Diego, CA 92121-3091
Long Short Equity FundClass C5296.8167.6673
TD Ameritrade FBO/James LaLonde & Patricia Elise Scallan LaLonde
Community Prop.
[Address Intentionally Omitted for Privacy Purposes]
Long Short Equity FundClass P144504.35726.3769
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 FundClass P120701.25422.032
Schwab Special Custody Account – Reinvest for Benefit of Customers
211 Main Street
San Francisco, CA 94105
Long Short Equity FundClass P53840.1959.8276
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 FundClass P30578.6335.5816
TD Ameritrade Inc. For the Exclusive Benefit of Our Clients
PO Box 2226
Omaha, NE 68103-2226
Long Short Equity FundInstitutional Class9072.1747.7283
Schwab Special Custody Account – Reinvest for Benefit of Customers
211 Main Street
San Francisco, CA 94105
Long Short Equity FundInstitutional Class17776.03515.1429
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 FundInstitutional Class44091.36437.5603
Special Custody Account For The Exclusive Benefit Of Customer
Wells Fargo Clearing Services LLC
2801 Market Street
Saint Louis, MO 63103
Long Short Equity FundInstitutional Class19222.87116.3754
UBS Financial Services Inc.
FBO/UBS WM USA
Omni Account M/F
1000 Harbor Boulevard
Weehawken, NJ 07806-6761
Long Short Equity FundInstitutional Class10272.9758.7512
LPL Financial
4707 Executive Drive
San Diego, CA 92121-3091
Long Short Equity FundInstitutional Class7713.3086.5707
American Enterprise Investment Services, Inc.
707 2nd Avenue South
Minneapolis, MN 55402
Managed Futures Strategy FundClass A33168.0418.2307
NFS LLC FEBO/Mutual Funds Fractional Write Off Account
Attn: Frank Adinolfi
200 Liberty Street
New York, NY 10281
Managed Futures Strategy FundClass A94409.17323.4278
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 FundClass A48607.87812.0621
Special Custody Account For The Exclusive Benefit Of Customer
Wells Fargo Clearing Services LLC
2801 Market Street
Saint Louis, MO 63103
Managed Futures Strategy FundClass A52740.37813.0876
LPL Financial
4707 Executive Drive
San Diego, CA 92121-3091
Managed Futures Strategy FundClass A42543.60910.5572
Pershing LLC
1 Pershing Plaza
Jersey City, NJ 07399-0002
Managed Futures Strategy FundClass A25924.2996.4331
Oppenheimer & Co. Inc. Custodian/FBO Susan M. Stocke ROTH IRA
[Address Intentionally Omitted for Privacy Purposes]
Managed Futures Strategy FundClass C11425.5628.1829
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-9998
Managed Futures Strategy FundClass C8554.4086.1266
American Enterprise Investment Services, Inc.
707 2nd Avenue South
Minneapolis, MN 55402
Managed Futures Strategy FundClass C26194.45418.7604
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 FundClass C28016.8220.0656
Special Custody Account For The Exclusive Benefit Of Customer
Wells Fargo Clearing Services LLC
2801 Market Street
Saint Louis, MO 63103
Managed Futures Strategy FundClass C12054.918.6337
LPL Financial
4707 Executive Drive
San Diego, CA 92121-3091
Managed Futures Strategy FundClass C12931.199.2613
Raymond James/Omnibus for Mutual Funds
House Account
Attn: Courtney Waller
880 Carillon Parkway
Saint Petersburg, FL 33716
Managed Futures Strategy FundClass C12712.6689.1048
National Financial Services LLC
499 Washington Boulevard
Jersey City, NJ 07310
Managed Futures Strategy FundClass P158855.66822.7935
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-9998
Managed Futures Strategy FundClass P82467.98411.8329
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 FundClass P90115.98512.9303
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 FundClass P165123.06623.6928
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 FundClass P39118.6885.6129
TD Ameritrade Inc. For the Exclusive Benefit of Our Clients
PO Box 2226
Omaha, NE 68103-2226
Managed Futures Strategy FundInstitutional Class30606.2847.7353
Schwab Special Custody Account – Reinvest for Benefit of Customers
211 Main Street
San Francisco, CA 94105
Managed Futures Strategy FundInstitutional Class93379.02123.6003
Special Custody Account For The Exclusive Benefit Of Customer
Wells Fargo Clearing Services LLC
2801 Market Street
Saint Louis, MO 63103
Managed Futures Strategy FundInstitutional Class53070.50713.4128
UBS Financial Services Inc.
FBO/UBS WM USA
Omni Account M/F
1000 Harbor Boulevard
Weehawken, NJ 07806-6761
Managed Futures Strategy FundInstitutional Class81532.89120.6063
Raymond James/Omnibus for Mutual Funds
House Account
Attn: Courtney Waller
880 Carillon Parkway
Saint Petersburg, FL 33716
Managed Futures Strategy FundInstitutional Class48584.37112.279
TD Ameritrade Inc. for the Exclusive Benefit of our Clients
PO Box 2226
Omaha, NE 68103-2226
Managed Futures Strategy FundInstitutional Class31945.7348.0738
American Enterprise Investment Services, Inc.
707 2nd Avenue South
Minneapolis, MN 55402
Mid-Cap 1.5x Strategy FundClass A2328.6518.5188
Schwab Special Custody Account – Reinvest for Benefit of Customers
211 Main Street
San Francisco, CA 94105
Mid-Cap 1.5x Strategy FundClass A1942.0697.1046
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 FundClass A2468.6519.031
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 FundClass A1985.3097.2628
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 FundClass A2631.3689.6262
LPL Financial
4707 Executive Drive
San Diego, CA 92121-3091
Mid-Cap 1.5x Strategy FundClass A1896.0046.9361
Pershing LLC
1 Pershing Plaza
Jersey City, NJ 07399-0002
Mid-Cap 1.5x Strategy FundClass A3202.74511.7165
Vanguard Brokerage Services
P.O. Box 1170
Valley Forge, PA 19482-1170
Mid-Cap 1.5x Strategy FundClass C4472.0599.8463
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-9998
Mid-Cap 1.5x Strategy FundClass C36388.58180.1184
Schwab Special Custody Account – Reinvest for Benefit of Customers
211 Main Street
San Francisco, CA 94105
Mid-Cap 1.5x Strategy FundClass H7621.767.2553
Schwab Special Custody Account – Reinvest for Benefit of Customers
211 Main Street
San Francisco, CA 94105
Mid-Cap 1.5x Strategy FundClass H10152.0349.6639
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 FundClass H10506.42910.0013
Luxor Investments LP
Attn: Dr. Atef Eltoukhy GP
84 W. Santa Clara Treet, Suite 490
San Jose, CA 95113
Mid-Cap 1.5x Strategy FundClass H41945.84739.9293
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 A1995.4489.5158
Pershing LLC
1 Pershing Plaza
Jersey City, NJ 07399-0002
Monthly Rebalance NASDAQ-100® 2x Strategy Fund
Class A4989.03123.7915
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 A8135.28238.7953
E*TRADE Savings Bank/FBO #618
PO Box 6503
Englewood, CO 80155-6503
Monthly Rebalance NASDAQ-100® 2x Strategy Fund
Class C511.31810.8178
Pershing LLC
1 Pershing Plaza
Jersey City, NJ 07399-0002
Monthly Rebalance NASDAQ-100® 2x Strategy Fund
Class C890.90918.8488
Vincent P. Quigley (IRA)
[Address Intentionally Omitted for Privacy Purposes]
Monthly Rebalance NASDAQ-100® 2x Strategy Fund
Class C2375.0150.2477
National Financial Services LLC
499 Washington Boulevard
Jersey City, NJ 07310
Monthly Rebalance NASDAQ-100® 2x Strategy Fund
Class C429.1119.0786
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 H72391.7087.0492
Schwab Special Custody Account – Reinvest for Benefit of Customers
211 Main Street
San Francisco, CA 94105
Monthly Rebalance NASDAQ-100® 2x Strategy Fund
Class H121289.83611.8107
E*TRADE Savings Bank/FBO: 75
PO Box 6503
Englewood, CO 80112
Monthly Rebalance NASDAQ-100® 2x Strategy Fund
Class H647847.18863.0849
TD Ameritrade Inc. for the Exclusive Benefit of our Clients
PO Box 2226
Omaha, NE 68103-2226
Multi-Hedge Strategies FundClass A9508.6186.0261
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-9998
Multi-Hedge Strategies FundClass A48950.22731.0227
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 FundClass A12988.3358.2315
Special Custody Account For The Exclusive Benefit Of Customer
Wells Fargo Clearing Services LLC
2801 Market Street
Saint Louis, MO 63103
Multi-Hedge Strategies FundClass A14962.3589.4825
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 FundClass A8995.3275.7008
LPL Financial
4707 Executive Drive
San Diego, CA 92121-3091
Multi-Hedge Strategies FundClass A18380.80511.649
National Financial Services LLC
499 Washington Boulevard
Jersey City, NJ 07310
Multi-Hedge Strategies FundClass C13565.33818.156
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 FundClass C6429.3678.6051
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 FundClass C4590.4496.1439
American Enterprise Investment Services, Inc.
707 2nd Avenue South
Minneapolis, MN 55402
Multi-Hedge Strategies FundClass C5137.2376.8757
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 FundClass C9187.04612.296
Special Custody Account For The Exclusive Benefit Of Customer
Wells Fargo Clearing Services LLC
2801 Market Street
Saint Louis, MO 63103
Multi-Hedge Strategies FundClass C16179.11721.6543
UBS Financial Services Inc.
FBO/UBS WM USA
Omni Account M/F
1000 Harbor Boulevard
Weehawken, NJ 07806-6761
Multi-Hedge Strategies FundClass P34024.42411.0489
UMB Bank NA
FBO Fiduciary For Tax Deferred Acct.
One Security Place
Topeka, KS 66636-0001
Multi-Hedge Strategies FundClass P103933.31233.7507
Schwab Special Custody Account – Reinvest for Benefit of Customers
211 Main Street
San Francisco, CA 94105
Multi-Hedge Strategies FundClass P40054.54113.007
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 FundClass P20786.856.7502
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 FundClass P52552.49417.0656
Pershing LLC
1 Pershing Plaza
Jersey City, NJ 07399-0002
Multi-Hedge Strategies FundClass P19439.8946.3128
TD Ameritrade Inc. For the Exclusive Benefit of Our Clients
PO Box 2226
Omaha, NE 68103-2226
Multi-Hedge Strategies FundInstitutional Class87800.6148.9311
Schwab Special Custody Account – Reinvest for Benefit of Customers
211 Main Street
San Francisco, CA 94105
Multi-Hedge Strategies FundInstitutional Class222313.62122.6139
UBS Financial Services Inc.
FBO/UBS WM USA
Omni Account M/F
1000 Harbor Boulevard
Weehawken, NJ 07806-6761
Multi-Hedge Strategies FundInstitutional Class393542.42140.0315
American Enterprise Investment Services, Inc.
707 2nd Avenue South
Minneapolis, MN 55402
Multi-Hedge Strategies FundInstitutional Class151161.75115.3763
TD Ameritrade Inc. for the Exclusive Benefit of our Clients
PO Box 2226
Omaha, NE 68103-2226
NASDAQ-100® Fund
Class A282245.97618.6705
NFS LLC FEBO/Mutual Funds Fractional Write Off Account
Attn: Frank Adinolfi
200 Liberty Street
New York, NY 10281
NASDAQ-100® Fund
Class A106924.7917.073
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 A221753.40914.6689
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 A296314.61719.6012
UBS Financial Services Inc.
FBO/UBS WM USA
Omni Account M/F
1000 Harbor Boulevard
Weehawken, NJ 07806-6761
NASDAQ-100® Fund
Class A160617.58210.6248
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 C460142.91217.1395
NFS LLC FEBO/FMT Co Custodian IRA Rollover
FBO Michael S. Wojcik
[Address Intentionally Omitted for Privacy Purposes]
NASDAQ-100® Fund
Class C199151.3337.418
Donaldson Lufkin Jenrette/Securities Corporation Inc.
P.O. Box 2052
Jersey City, NJ -7303-9998
NASDAQ-100® Fund
Class C254513.0579.4801
Schwab Special Custody Account – Reinvest for Benefit of Customers
211 Main Street
San Francisco, CA 94105
NASDAQ-100® Fund
Class C258060.5829.6122
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 C785493.56529.2582
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 C405962.21315.1213
UBS Financial Services Inc. FBO/UBS WM USA
Omni Account M/F
1000 Harbor Boulevard
Weehawken, NJ 07806-6761
NASDAQ-100® Fund
Class H64843.9845.8934
Schwab Special Custody Account – Reinvest for Benefit of Customers
211 Main Street
San Francisco, CA 94105
NASDAQ-100® Fund
Class H383381.79234.8444
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 H206933.74418.8075
E*TRADE Savings Bank/FBO: 75
PO Box 6503
Englewood, CO 80112
NASDAQ-100® Fund
Class H274826.14624.9781
TD Ameritrade Inc. For the Exclusive Benefit of Our Clients
PO Box 2226
Omaha, NE 68103-2226
NASDAQ-100® Fund
Investor Class7343078.6730.4746
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 Class5489076.25122.7803
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 Class2068250.4098.5834
TD Ameritrade Inc. For the Exclusive Benefit of Our Clients
PO Box 2226
Omaha, NE 68103-2226
Nova FundClass A25787.675.4775
Schwab Special Custody Account – Reinvest for Benefit of Customers
211 Main Street
San Francisco, CA 94105
Nova FundClass A24265.2915.1541
Morgan Stanley Smith Barney LLC
For The Exclusive Benefit Of Its Customers
1 New York Plaza, Floor 12
New York, NY 10004-1901
Nova FundClass A250509.77353.2103
Trust Company of America
For Benefit of: Darlene Herrmann
P.O. Box 6503
Englewood, CO 80155
Nova FundClass C33041.7654.9709
National Financial Services LLC
499 Washington Boulevard
Jersey City, NJ 07310
Nova FundClass C3103.9045.1639
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-9998
Nova FundClass C16009.04326.6339
Schwab Special Custody Account – Reinvest for Benefit of Customers
211 Main Street
San Francisco, CA 94105
Nova FundClass H163579.06429.7324
E*TRADE Savings Bank/FBO 60
PO Box 6503
Englewood, CO 80155
Nova FundClass H357318.85164.9468
TD Ameritrade Inc. for the Exclusive Benefit of our Clients
PO Box 2226
Omaha, NE 68103-2226
Nova FundInvestor Class357065.04813.1015
Schwab Special Custody Account – Reinvest for Benefit of Customers
211 Main Street
San Francisco, CA 94105
Nova FundInvestor Class375041.73313.7611
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 FundInvestor Class624048.08322.8977
National Financial Services Corporation For Exclusive Benefit Of Our Customers
Attn: Mutual Funds Department, 4th Floor
499 Washington Boulevard
Jersey City, NJ 07310
Nova FundInvestor Class988818.01236.282
TD Ameritrade Inc. For the Exclusive Benefit of Our Clients
PO Box 2226
Omaha, NE 68103-2226
Precious Metals FundClass A85297.28215.509
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 FundClass A306297.33655.6919
LPL Financial
4707 Executive Drive
San Diego, CA 92121-3091
Precious Metals FundClass A54973.4889.9954
National Financial Services LLC
499 Washington Boulevard
Jersey City, NJ 07310
Precious Metals FundClass H31664.81514.1715
Nationwide Trust Company
FSB/C/O IPO Portfolio Accounting
P.O. Box 182029
Columbus, OH 43218-2029
Precious Metals FundClass H19528.228.7398
Trust Co Of America
FBO 120
PO Box 6503
Englewood, CO 80155
Precious Metals FundClass H127689.38357.1473
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 FundClass H17036.537.6246
TD Ameritrade Inc. For the Exclusive Benefit of Our Clients
PO Box 2226
Omaha, NE 68103-2226
Precious Metals FundClass C8841.6519.1277
National Financial Services LLC
499 Washington Boulevard
Jersey City, NJ 07310
Precious Metals FundClass C27119.57727.997
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-9998
Precious Metals FundClass C12726.80813.1386
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 FundClass C6825.3027.0461
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 FundInvestor Class305021.68319.5091
Schwab Special Custody Account – Reinvest for Benefit of Customers
211 Main Street
San Francisco, CA 94105
Precious Metals FundInvestor Class89310.325.7122
Trust Co Of America
FBO 120
PO Box 6503
Englewood, CO 80155
Precious Metals FundInvestor Class323224.36120.6733
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 FundInvestor Class103354.9576.6105
TD Ameritrade Inc. For the Exclusive Benefit of Our Clients
PO Box 2226
Omaha, NE 68103-2226
Real Estate FundClass A989.3175.2658
Schwab Special Custody Account – Reinvest for Benefit of Customers
211 Main Street
San Francisco, CA 94105
Real Estate FundClass A1647.7348.7704
LPL Financial
4707 Executive Drive
San Diego, CA 92121-3091
Real Estate FundClass A5741.22530.559
Pershing LLC
1 Pershing Plaza
Jersey City, NJ 07399-0002
Real Estate FundClass A3001.09315.974
National Financial Services LLC
499 Washington Boulevard
Jersey City, NJ 07310
Real Estate FundClass C9206.50446.6395
Donaldson Lufkin Jenrette/Securities Corporation Inc.
P.O. Box 2052
Jersey City, NJ -7303-9998
Real Estate FundClass C2828.24314.3276
Special Custody Account For The Exclusive Benefit Of Customer
Wells Fargo Clearing Services LLC
2801 Market Street
Saint Louis, MO 63103
Real Estate FundClass C2066.54610.4689
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 FundClass H55514.62614.368
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 FundClass H29359.0787.5985
Pershing LLC
1 Pershing Plaza
Jersey City, NJ 07399-0002
Real Estate FundClass H222986.32657.7122
TD Ameritrade Inc. For the Exclusive Benefit of Our Clients
PO Box 2226
Omaha, NE 68103-2226
Retailing FundClass A2532.8467.5379
Schwab Special Custody Account – Reinvest for Benefit of Customers
211 Main Street
San Francisco, CA 94105
Retailing FundClass A2376.6867.0731
Special Custody Account For The Exclusive Benefit Of Customer
Wells Fargo Clearing Services LLC
2801 Market Street
Saint Louis, MO 63103
Retailing FundClass A11253.333.4905
LPL Financial
4707 Executive Drive
San Diego, CA 92121-3091
Retailing FundClass A7738.90523.0315
Pershing LLC
1 Pershing Plaza
Jersey City, NJ 07399-0002
Retailing FundClass A2157.5026.4208
American Enterprise Investment Services, Inc.
707 2nd Avenue South
Minneapolis, MN 55402
Retailing FundClass C3631.73626.4283
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-9998
Retailing FundClass C2715.25419.759
Special Custody Account For The Exclusive Benefit Of Customer
Wells Fargo Clearing Services LLC
2801 Market Street
Saint Louis, MO 63103
Retailing FundClass C2473.94318.003
LPL Financial
4707 Executive Drive
San Diego, CA 92121-3091
Retailing FundClass C1701.24212.38
Steven A. Rubin (RIRA)
[Address Intentionally Omitted for Privacy Purposes]
Retailing FundClass C1046.0787.6123
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 FundClass H1647.5036.0476
Nationwide Trust Company
FSB/C/O IPO Portfolio Accounting
P.O. Box 182029
Columbus, OH 43218-2029
Retailing FundClass H2440.5958.9588
National Financial Services Corporation For Exclusive Benefit Of Our Customers
Attn: Mutual Funds Department, 4th Floor
499 Washington Boulevard
Jersey City, NJ 07310
Retailing FundClass H20414.87774.9383
TD Ameritrade Inc. For the Exclusive Benefit of Our Clients
PO Box 2226
Omaha, NE 68103-2226
Retailing FundInvestor Class34064.01114.047
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-9998
Retailing FundInvestor Class49625.4920.4641
Schwab Special Custody Account – Reinvest for Benefit of Customers
211 Main Street
San Francisco, CA 94105
Retailing FundInvestor Class85111.74935.0976
National Financial Services Corporation For Exclusive Benefit Of Our Customers
Attn: Mutual Funds Department, 4th Floor
499 Washington Boulevard
Jersey City, NJ 07310
Retailing FundInvestor Class37806.35715.5902
TD Ameritrade Inc. For the Exclusive Benefit of Our Clients
PO Box 2226
Omaha, NE 68103-2226
Russell 2000® Fund
Class A41813.74710.16
Trust Co. of America/FBO 120
PO Box 6503
Englewood, CO 80155
Russell 2000® Fund
Class C4623.0666.3746
Donaldson Lufkin Jenrette/Securities Corporation Inc.
P.O. Box 2052
Jersey City, NJ -7303-9998
Russell 2000® Fund
Class C40296.1855.5638
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 H39348.45512.792
Schwab Special Custody Account – Reinvest for Benefit of Customers
211 Main Street
San Francisco, CA 94105
Russell 2000® Fund
Class H99967.78532.4992
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 H27241.4478.8561
Pershing LLC
1 Pershing Plaza
Jersey City, NJ 07399-0002
Russell 2000® Fund
Class H90590.42529.4507
TD Ameritrade Inc. For the Exclusive Benefit of Our Clients
PO Box 2226
Omaha, NE 68103-2226
Russell 2000® 1.5x Strategy Fund
Class A2791.8469.1839
National Financial Services LLC
499 Washington Boulevard
Jersey City, NJ 07310
Russell 2000® 1.5x Strategy Fund
Class A5899.90419.4081
Schwab Special Custody Account – Reinvest for Benefit of Customers
211 Main Street
San Francisco, CA 94105
Russell 2000® 1.5x Strategy Fund
Class A2075.96.8288
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 A2879.6769.4729
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 A7799.53725.6571
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 A6115.8820.1186
Pershing LLC
1 Pershing Plaza
Jersey City, NJ 07399-0002
Russell 2000® 1.5x Strategy Fund
Class C119.5611.2985
National Financial Services LLC
499 Washington Boulevard
Jersey City, NJ 07310
Russell 2000® 1.5x Strategy Fund
Class C149.45214.1233
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-9998
Russell 2000® 1.5x Strategy Fund
Class C317.07929.9642
Edward A. Cheesman (SEP)
[Address Intentionally Omitted for Privacy Purposes]
Russell 2000® 1.5x Strategy Fund
Class C240.45222.7229
Schwab Special Custody Account – Reinvest for Benefit of Customers
211 Main Street
San Francisco, CA 94105
Russell 2000® 1.5x Strategy Fund
Class C136.37312.8873
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 C56.8085.3684
TD Ameritrade FBO/Angela Eve Vicari IRA
TD Ameritrade Clearing Custodian
[Address Intentionally Omitted for Privacy Purposes]
Russell 2000® 1.5x Strategy Fund
Class H17084.88818.0692
Leon B. Bastajian or Deanna A. Bastajian
[Address Intentionally Omitted for Privacy Purposes]
Russell 2000® 1.5x Strategy Fund
Class H13097.54713.8521
Schwab Special Custody Account – Reinvest for Benefit of Customers
211 Main Street
San Francisco, CA 94105
Russell 2000® 1.5x Strategy Fund
Class H11122.60111.7634
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 H26546.03528.0754
TD Ameritrade Inc. For the Exclusive Benefit of Our Clients
PO Box 2226
Omaha, NE 68103-2226
S&P 500® Fund
Class A111772.81114.7107
Pershing LLC
1 Pershing Plaza
Jersey City, NJ 07399-0002
S&P 500® Fund
Class A46578.3076.1303
National Financial Services LLC
499 Washington Boulevard
Jersey City, NJ 07310
S&P 500® Fund
Class A408951.65953.8232
Trust Company of America/FBO #75
PO Box 6503
Englewood, CO 80155-6503
S&P 500® Fund
Class C51975.40120.4267
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-9998
S&P 500® Fund
Class C51752.41520.339
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 C45962.48218.0635
UBS Financial Services Inc.
FBO/UBS WM USA
Omni Account M/F
1000 Harbor Boulevard
Weehawken, NJ 07806-6761
S&P 500® Fund
Class C32739.54612.8668
LPL Financial
4707 Executive Drive
San Diego, CA 92121-3091
S&P 500® Fund
Class C17925.1327.0447
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 H284268.4412.6743
Schwab Special Custody Account – Reinvest for Benefit of Customers
211 Main Street
San Francisco, CA 94105
S&P 500® Fund
Class H175722.9777.8347
Trust Co of America
FBO 120
PO Box 6503
Englewood, CO 80155
S&P 500® Fund
Class H446005.55819.8854
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 H133959.7455.9726
Peter S. Proll (RIRA)
[Address Intentionally Omitted for Privacy Purposes]
S&P 500® Fund
Class H205122.1949.1455
LPL Financial
4707 Executive Drive
San Diego, CA 92121-3091
S&P 500® Fund
Class H685827.80130.5781
TD Ameritrade Inc. For the Exclusive Benefit of Our Clients
PO Box 2226
Omaha, NE 68103-2226
S&P 500® Pure Growth Fund
Class A16703.8919.0618
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 A20635.36811.1946
LPL Financial
4707 Executive Drive
San Diego, CA 92121-3091
S&P 500® Pure Growth Fund
Class A67826.56636.7958
Pershing LLC
1 Pershing Plaza
Jersey City, NJ 07399-0002
S&P 500® Pure Growth Fund
Class A14750.8048.0022
National Financial Services LLC
499 Washington Boulevard
Jersey City, NJ 07310
S&P 500® Pure Growth Fund
Class C29997.43917.4965
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-9998
S&P 500® Pure Growth Fund
Class C19942.9711.632
Schwab Special Custody Account – Reinvest for Benefit of Customers
211 Main Street
San Francisco, CA 94105
S&P 500® Pure Growth Fund
Class C65077.38237.9574
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 C13727.4748.0067
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 C8641.8855.0405
National Financial Services LLC
499 Washington Boulevard
Jersey City, NJ 07310
S&P 500® Pure Growth Fund
Class H56083.3986.25
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-9998
S&P 500® Pure Growth Fund
Class H86439.5849.633
Schwab Special Custody Account – Reinvest for Benefit of Customers
211 Main Street
San Francisco, CA 94105
S&P 500® Pure Growth Fund
Class H122973.9813.7044
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 H419486.7946.7485
E*TRADE Savings Bank
FBO #65
PO Box 6503
Englewood, CO 80155-6503
S&P 500® Pure Growth Fund
Class H75387.4768.4013
TD Ameritrade Inc. For the Exclusive Benefit of Our Clients
PO Box 2226
Omaha, NE 68103-2226
S&P 500® Pure Value Fund
Class A4424.41710.9778
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 A5347.58313.2683
LPL Financial
4707 Executive Drive
San Diego, CA 92121-3091
S&P 500® Pure Value Fund
Class A4659.10911.5601
Pershing LLC
1 Pershing Plaza
Jersey City, NJ 07399-0002
S&P 500® Pure Value Fund
Class A2335.3115.7943
Edward D. Jones & Co./For the Benefit of Customers
12555 Manchester Road
Saint Louis, MO 63131-3729
S&P 500® Pure Value Fund
Class A10007.39524.8302
National Financial Services LLC
499 Washington Boulevard
Jersey City, NJ 07310
S&P 500® Pure Value Fund
Class A6448.46215.9998
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 C7356.7321.5215
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 C5575.5116.3107
Schwab Special Custody Account – Reinvest for Benefit of Customers
211 Main Street
San Francisco, CA 94105
S&P 500® Pure Value Fund
Class C4796.30114.0312
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 C6465.45918.9142
LPL Financial
4707 Executive Drive
San Diego, CA 92121-3091
S&P 500® Pure Value Fund
Class C2978.1748.7124
Pershing LLC
1 Pershing Plaza
Jersey City, NJ 07399-0002
S&P 500® Pure Value Fund
Class H335835.62775.5892
Trust Co of America
FBO 120
PO Box 6503
Englewood, CO 80155
S&P 500® Pure Value Fund
Class H22696.0985.1083
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 A16770.5847.933
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 A22989.72310.8749
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 A49238.98523.2917
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 A25299.47611.9675
LPL Financial
4707 Executive Drive
San Diego, CA 92121-3091
S&P MidCap 400® Pure Growth Fund
Class A38096.27118.0208
Pershing LLC
1 Pershing Plaza
Jersey City, NJ 07399-0002
S&P MidCap 400® Pure Growth Fund
Class A20578.8199.7344
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 C91624.53248.5047
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-9998
S&P MidCap 400® Pure Growth Fund
Class C11217.5395.9384
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 C28991.43915.3476
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 C12948.4226.8547
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 H200751.78125.8914
Schwab Special Custody Account – Reinvest for Benefit of Customers
211 Main Street
San Francisco, CA 94105
S&P MidCap 400® Pure Growth Fund
Class H333011.63542.9492
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 H61955.0667.9904
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 A4396.9221.7419
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 A4469.96822.1031
Pershing LLC
1 Pershing Plaza
Jersey City, NJ 07399-0002
S&P MidCap 400® Pure Value Fund
Class A2529.59312.5083
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 A1644.6978.1327
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 C15228.2415228.24
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 C2047.3348.6627
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 H34613.65820.075
Schwab Special Custody Account – Reinvest for Benefit of Customers
211 Main Street
San Francisco, CA 94105
S&P MidCap 400® Pure Value Fund
Class H74056.09142.9507
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 H29181.25416.9244
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 A2423.6876.3328
Schwab Special Custody Account – Reinvest for Benefit of Customers
211 Main Street
San Francisco, CA 94105
S&P SmallCap 600® Pure Growth Fund
Class A5318.59513.897
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 A3956.34510.3375
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 A4002.58410.4583
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 A5338.57613.9492
Pershing LLC
1 Pershing Plaza
Jersey City, NJ 07399-0002
S&P SmallCap 600® Pure Growth Fund
Class A3217.1258.406
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 A6621.34717.3009
Trust Company of America/FBO #161
PO Box 6503
Englewood, CO 80155-6503
S&P SmallCap 600® Pure Growth Fund
Class C4768.69826.5405
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 C2203.94312.2662
Schwab Special Custody Account – Reinvest for Benefit of Customers
211 Main Street
San Francisco, CA 94105
S&P SmallCap 600® Pure Growth Fund
Class C3645.45220.289
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 C974.3785.4229
Oppenheimer & Co. Inc. FBO/Patricia M. Hall
[Address Intentionally Omitted for Privacy Purposes]
S&P SmallCap 600® Pure Growth Fund
Class H13478.5115.4753
Schwab Special Custody Account – Reinvest for Benefit of Customers
211 Main Street
San Francisco, CA 94105
S&P SmallCap 600® Pure Growth Fund
Class H53396.21921.6909
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 H120775.0749.0619
Trust Company of America Custodian
FBO 25
PO Box 6503
Englewood, CO 80155-6053
S&P SmallCap 600® Pure Growth Fund
Class H18456.1327.4973
Pershing LLC
1 Pershing Plaza
Jersey City, NJ 07399-0002
S&P SmallCap 600® Pure Growth Fund
Class H15317.3766.2223
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 A5082.42111.3114
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 A11156.39524.8297
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 A3299.4757.3433
LPL Financial
4707 Executive Drive
San Diego, CA 92121-3091
S&P SmallCap 600® Pure Value Fund
Class A11072.93624.6439
Pershing LLC
1 Pershing Plaza
Jersey City, NJ 07399-0002
S&P SmallCap 600® Pure Value Fund
Class A6328.97214.0857
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 C1762.2037.1243
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 C1790.8937.2403
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 C13150.00953.1638
Pershing LLC
1 Pershing Plaza
Jersey City, NJ 07399-0002
S&P SmallCap 600® Pure Value Fund
Class H39230.35721.2556
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-9998
S&P SmallCap 600® Pure Value Fund
Class H23535.03312.7516
Schwab Special Custody Account – Reinvest for Benefit of Customers
211 Main Street
San Francisco, CA 94105
S&P SmallCap 600® Pure Value Fund
Class H16550.5668.9673
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 H40161.70821.7602
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 H26601.95314.4133
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 FundClass A14652.79447.3045
Schwab Special Custody Account – Reinvest for Benefit of Customers
211 Main Street
San Francisco, CA 94105
Strengthening Dollar 2x Strategy FundClass A8043.63225.9677
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 FundClass A3520.37311.365
National Financial Services LLC
499 Washington Boulevard
Jersey City, NJ 07310
Strengthening Dollar 2x Strategy FundClass C614.56329.5863
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 FundClass C183.2948.8241
Schwab Special Custody Account – Reinvest for Benefit of Customers
211 Main Street
San Francisco, CA 94105
Strengthening Dollar 2x Strategy FundClass C391.45218.8453
LPL Financial
4707 Executive Drive
San Diego, CA 92121-3091
Strengthening Dollar 2x Strategy FundClass C446.96421.5177
NFS LLC FEBO/NFS FMTC SEP IRA
FBO Paul V. Esposito
[Address Intentionally Omitted for Privacy Purposes]
Strengthening Dollar 2x Strategy FundClass C139.7996.7302
TD Ameritrade FBO/Arthur Pham
[Address Intentionally Omitted for Privacy Purposes]
Strengthening Dollar 2x Strategy FundClass C183.4678.8324
Director of Finance State of Hawaii/Unclaimed Property Branch
PO Box 150
Honolulu, HI 96810-0150
Strengthening Dollar 2x Strategy FundClass H18231.73116.7829
Schwab Special Custody Account – Reinvest for Benefit of Customers
211 Main Street
San Francisco, CA 94105
Strengthening Dollar 2x Strategy FundClass H63373.1458.3372
Trust Company of America
FBO 120
PO Box 6503
Englewood, CO 80155
Strengthening Dollar 2x Strategy FundClass H6452.2245.9395
TD Ameritrade Inc. For the Exclusive Benefit of Our Clients
PO Box 2226
Omaha, NE 68103-2226
Technology FundClass A4695.1317.2043
Schwab Special Custody Account – Reinvest for Benefit of Customers
211 Main Street
San Francisco, CA 94105
Technology FundClass A5565.8428.5404
Special Custody Account For The Exclusive Benefit Of Customer
Wells Fargo Clearing Services LLC
2801 Market Street
Saint Louis, MO 63103
Technology FundClass A21703.53233.3027
LPL Financial
4707 Executive Drive
San Diego, CA 92121-3091
Technology FundClass A17009.05126.0993
Pershing LLC
1 Pershing Plaza
Jersey City, NJ 07399-0002
Technology FundClass A3332.6645.1137
National Financial Services LLC
499 Washington Boulevard
Jersey City, NJ 07310
Technology FundClass C19075.98137.3211
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 FundClass C4379.0128.5673
Schwab Special Custody Account – Reinvest for Benefit of Customers
211 Main Street
San Francisco, CA 94105
Technology FundClass C13141.18825.71
Special Custody Account For The Exclusive Benefit Of Customer
Wells Fargo Clearing Services LLC
2801 Market Street
Saint Louis, MO 63103
Technology FundClass C6049.3811.8352
LPL Financial
4707 Executive Drive
San Diego, CA 92121-3091
Technology FundClass C2780.2655.4394
National Financial Services LLC
499 Washington Boulevard
Jersey City, NJ 07310
Technology FundClass H11045.90717.8002
E*TRADE Savings Bank
FBO #65
PO Box 6503
Englewood, CO 80155-6503
Technology FundClass H4913.7027.9183
LPL Financial
4707 Executive Drive
San Diego, CA 92121-3091
Technology FundClass H36499.87358.8189
TD Ameritrade Inc. For the Exclusive Benefit of Our Clients
PO Box 2226
Omaha, NE 68103-2226
Technology FundInvestor Class51640.9568.2831
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-9998
Technology FundInvestor Class302754.14348.5616
Schwab Special Custody Account – Reinvest for Benefit of Customers
211 Main Street
San Francisco, CA 94105
Technology FundInvestor Class51973.7218.3365
National Financial Services Corporation For Exclusive Benefit Of Our Customers
Attn: Mutual Funds Department, 4th Floor
499 Washington Boulevard
Jersey City, NJ 07310
Technology FundInvestor Class62851.27910.0813
LPL Financial
4707 Executive Drive
San Diego, CA 92121-3091
Technology FundInvestor Class104643.08116.7847
TD Ameritrade Inc. For the Exclusive Benefit of Our Clients
PO Box 2226
Omaha, NE 68103-2226
Telecommunications FundClass A2338.816.7142
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 FundClass A4147.79429.6422
UBS Financial Services Inc.
FBO/UBS WM USA
Omni Account M/F
1000 Harbor Boulevard
Weehawken, NJ 07806-6761
Telecommunications FundClass A1430.22710.2211
Pershing LLC
1 Pershing Plaza
Jersey City, NJ 07399-0002
Telecommunications FundClass A705.9065.0447
National Financial Services LLC
499 Washington Boulevard
Jersey City, NJ 07310
Telecommunications FundClass A3882.03227.7429
Equity Trust Co. Custodian FBO
Edward F. McCarthy
PO Box 451249
Cleveland, OH 44145
Telecommunications FundClass C3460.50678.9863
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-9998
Telecommunications FundClass C751.06717.1431
UBS Financial Services Inc.
FBO/UBS WM USA
Omni Account M/F
1000 Harbor Boulevard
Weehawken, NJ 07806-6761
Telecommunications FundClass H624.3789.0559
Nationwide Trust Company
FSB/C/O IPO Portfolio Accounting
P.O. Box 182029
Columbus, OH 43218-2029
Telecommunications FundClass H1467.74121.2879
National Financial Services Corporation For Exclusive Benefit Of Our Customers
Attn: Mutual Funds Department, 4th Floor
499 Washington Boulevard
Jersey City, NJ 07310
Telecommunications FundClass H564.2058.1831
E*TRADE Savings Bank
FBO: 75
PO Box 6503
Englewood, CO 80112
Telecommunications FundClass H837.25812.1435
LPL Financial
4707 Executive Drive
San Diego, CA 92121-3091
Telecommunications FundClass H2966.23143.0219
TD Ameritrade Inc. For the Exclusive Benefit of Our Clients
PO Box 2226
Omaha, NE 68103-2226
Telecommunications FundInvestor Class29237.38544.0585
Schwab Special Custody Account – Reinvest for Benefit of Customers
211 Main Street
San Francisco, CA 94105
Telecommunications FundInvestor Class9563.84114.4119
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 FundInvestor Class9091.33613.6999
National Financial Services Corporation For Exclusive Benefit Of Our Customers
Attn: Mutual Funds Department, 4th Floor
499 Washington Boulevard
Jersey City, NJ 07310
Telecommunications FundInvestor Class8795.27613.2538
LPL Financial
4707 Executive Drive
San Diego, CA 92121-3091
Transportation FundClass A3251.2945.5666
Schwab Special Custody Account – Reinvest for Benefit of Customers
211 Main Street
San Francisco, CA 94105
Transportation FundClass A4536.4267.7669
Morgan Stanley Smith Barney LLC
For The Exclusive Benefit of Its Customers
1 New York Plaza, Floor 12
New York, NY 10004-1901
Transportation FundClass A13236.33222.6624
Special Custody Account For The Exclusive Benefit Of Customer
Wells Fargo Clearing Services LLC
2801 Market Street
Saint Louis, MO 63103
Transportation FundClass A3000.9025.1379
UBS Financial Services Inc.
FBO/UBS WM USA
Omni Account M/F
1000 Harbor Boulevard
Weehawken, NJ 07806-6761
Transportation FundClass A5497.8069.413
LPL Financial
4707 Executive Drive
San Diego, CA 92121-3091
Transportation FundClass A12132.26620.7721
Pershing LLC
1 Pershing Plaza
Jersey City, NJ 07399-0002
Transportation FundClass A10979.97118.7992
National Financial Services LLC
499 Washington Boulevard
Jersey City, NJ 07310
Transportation FundClass C4255.10212.5794
NFS LLC FEBO/NFS/FMTC Rollover IRA
FBO Paul O. Dodge, Jr.
[Address Intentionally Omitted for Privacy Purposes]
Transportation FundClass C1958.3725.7895
American Enterprise Investment Services, Inc.
707 2nd Avenue South
Minneapolis, MN 55402
Transportation FundClass C2321.2616.8623
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 FundClass C8048.95323.7952
Special Custody Account For The Exclusive Benefit Of Customer
Wells Fargo Clearing Services LLC
2801 Market Street
Saint Louis, MO 63103
Transportation FundClass C1869.435.5266
LPL Financial
4707 Executive Drive
San Diego, CA 92121-3091
Transportation FundClass C11820.72934.9457
Pershing LLC
1 Pershing Plaza
Jersey City, NJ 07399-0002
Transportation FundClass H705.9827.6031
Nationwide Trust Company
FSB/C/O IPO Portfolio Accounting
P.O. Box 182029
Columbus, OH 43218-2029
Transportation FundClass H615.5246.6289
Schwab Special Custody Account – Reinvest for Benefit of Customers
211 Main Street
San Francisco, CA 94105
Transportation FundClass H2779.86429.9381
National Financial Services Corporation For Exclusive Benefit Of Our Customers
Attn: Mutual Funds Department, 4th Floor
499 Washington Boulevard
Jersey City, NJ 07310
Transportation FundClass H592.716.3832
Pershing LLC
1 Pershing Plaza
Jersey City, NJ 07399-0002
Transportation FundClass H2641.40828.447
TD Ameritrade Inc. For the Exclusive Benefit of Our Clients
PO Box 2226
Omaha, NE 68103-2226
Transportation FundClass H674.397.2629
TD Ameritrade Trust Company
P.O. Box 17748
Denver, CO 80217-0748
Transportation FundInvestor Class10692.2869.041
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-9998
Transportation FundInvestor Class45807.61138.7335
Schwab Special Custody Account – Reinvest for Benefit of Customers
211 Main Street
San Francisco, CA 94105
Transportation FundInvestor Class24235.90420.4931
National Financial Services Corporation For Exclusive Benefit Of Our Customers
Attn: Mutual Funds Department, 4th Floor
499 Washington Boulevard
Jersey City, NJ 07310
Transportation FundInvestor Class14002.95711.8404
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 FundInvestor Class6364.5355.3816
LPL Financial
4707 Executive Drive
San Diego, CA 92121-3091
Utilities FundClass A21187.74615.1158
National Financial Services LLC
499 Washington Boulevard
Jersey City, NJ 07310
Utilities FundClass A24156.62917.2339
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-9998
Utilities FundClass A7791.4175.5585
Schwab Special Custody Account – Reinvest for Benefit of Customers
211 Main Street
San Francisco, CA 94105
Utilities FundClass A24849.43317.7282
Special Custody Account For The Exclusive Benefit Of Customer
Wells Fargo Clearing Services LLC
2801 Market Street
Saint Louis, MO 63103
Utilities FundClass C9247.6135.1441
NFS LLC FEBO/NFS/FMTC Rollover IRA
FBO Paul O. Dodge, Jr.
[Address Intentionally Omitted for Privacy Purposes]
Utilities FundClass C42627.98923.7123
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-9998
Utilities FundClass C22419.10812.4709
Schwab Special Custody Account – Reinvest for Benefit of Customers
211 Main Street
San Francisco, CA 94105
Utilities FundClass C15576.3468.6645
Special Custody Account For The Exclusive Benefit Of Customer
Wells Fargo Clearing Services LLC
2801 Market Street
Saint Louis, MO 63103
Utilities FundClass C61860.30834.4106
UBS Financial Services Inc.
FBO/UBS WM USA
Omni Account M/F
1000 Harbor Boulevard
Weehawken, NJ 07806-6761
Utilities FundClass C16555.4429.2091
LPL Financial
4707 Executive Drive
San Diego, CA 92121-3091
Utilities FundClass H4764.5315.4736
Nationwide Trust Company
FSB/C/O IPO Portfolio Accounting
P.O. Box 182029
Columbus, OH 43218-2029
Utilities FundClass H37463.46143.039
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 FundClass H18988.05721.8139
TD Ameritrade Inc. For the Exclusive Benefit of Our Clients
PO Box 2226
Omaha, NE 68103-2226
Utilities FundInvestor Class186650.98211.2227
Schwab Special Custody Account – Reinvest for Benefit of Customers
211 Main Street
San Francisco, CA 94105
Utilities FundInvestor Class275568.16216.569
National Financial Services Corporation For Exclusive Benefit Of Our Customers
Attn: Mutual Funds Department, 4th Floor
499 Washington Boulevard
Jersey City, NJ 07310
Utilities FundInvestor Class543574.05832.6834
TD Ameritrade Inc. For the Exclusive Benefit of Our Clients
PO Box 2226
Omaha, NE 68103-2226
Utilities FundInvestor Class330498.86319.8718
SEI Private Trust Company
One Freedom Valley Drive
Oaks, PA 19456
U.S. Government Money Market FundMoney Market Class45704948.4311.5363
Trust Company of America/FBO 90
PO Box 6503
Englewood, CO 80155
U.S. Government Money Market FundMoney Market Class98173701.3624.78
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 FundClass A362.4398.0035
NFS LLC FEBO/Mutual Funds Fractional Write Off Account
Attn: Frank Adinolfi
200 Liberty Street
New York, NY 10281
Weakening Dollar 2x Strategy FundClass A1929.19742.6012
Schwab Special Custody Account – Reinvest for Benefit of Customers
211 Main Street
San Francisco, CA 94105
Weakening Dollar 2x Strategy FundClass A360.857.9684
Marjorie J. White (IRA)
[Address Intentionally Omitted for Privacy Purposes]
Weakening Dollar 2x Strategy FundClass A2355.1893
Raymond James/Omnibus for Mutual Funds
House Account
Attn: Courtney Waller
880 Carillon Parkway
Saint Petersburg, FL 33716
Weakening Dollar 2x Strategy FundClass A511.07311.2856
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 FundClass A288.2316.3648
TD Ameritrade FBO/Simon P. Maybury & Charlotte A. Maybury JT TEN
[Address Intentionally Omitted for Privacy Purposes]
Weakening Dollar 2x Strategy FundClass C381.0282.8412
National Financial Services LLC
499 Washington Boulevard
Jersey City, NJ 07310
Weakening Dollar 2x Strategy FundClass C48.88910.6294
TD Ameritrade FBO/Joseph Caffrey IRA Rollover
TD Ameritrade Clearing Custodian
[Address Intentionally Omitted for Privacy Purposes]
Weakening Dollar 2x Strategy FundClass H5917.21316.0409
Schwab Special Custody Account – Reinvest for Benefit of Customers
211 Main Street
San Francisco, CA 94105
Weakening Dollar 2x Strategy FundClass H11712.43931.7511
Trust Company of America
FBO 120
PO Box 6503
Englewood, CO 80155
Weakening Dollar 2x Strategy FundClass H2663.0397.2192
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 FundClass H2573.4016.9762
Ralph C. Newmann (ROTH)
[Address Intentionally Omitted for Privacy Purposes]
Weakening Dollar 2x Strategy FundClass H4872.88313.2098
TD Ameritrade Inc. For the Exclusive Benefit of Our Clients
PO Box 2226
Omaha, NE 68103-2226
Rydex Dynamic Funds
Dow 2x Strategy FundClass A10701.5169.7269
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 FundClass A50224.99845.651
Pershing LLC
1 Pershing Plaza
Jersey City, NJ 07399-0002
Dow 2x Strategy FundClass A16679.74715.1607
National Financial Services LLC
499 Washington Boulevard
Jersey City, NJ 07310
Dow 2x Strategy FundClass C3592.04614.9716
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-9998
Dow 2x Strategy FundClass C2610.7810.8817
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 FundClass C5712.38723.8092
National Financial Services LLC
499 Washington Boulevard
Jersey City, NJ 07310
Dow 2x Strategy FundClass C1242.9115.1804
TD Ameritrade FBO/Stephen K C Lo & Charlotte Lo JT TEN
[Address Intentionally Omitted for Privacy Purposes]
Dow 2x Strategy FundClass C16216.7563
Oppenheimer & Co. Inc. FBO/Annette M. Nolan Intervivos Trust DTD
Mark Nolan TTEE
[Address Intentionally Omitted for Privacy Purposes]
Dow 2x Strategy FundClass C1816.1417.5696
TD Ameritrade FBO/Josh R. Cornish
[Address Intentionally Omitted for Privacy Purposes]
Dow 2x Strategy FundClass H48112.14217.0791
Schwab Special Custody Account – Reinvest for Benefit of Customers
211 Main Street
San Francisco, CA 94105
Dow 2x Strategy FundClass H47363.58116.8134
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 FundClass H37967.31613.4779
Vicki Potaznik
[Address Intentionally Omitted for Privacy Purposes]
Dow 2x Strategy FundClass H41209.01914.6286
TD Ameritrade
FBO Matthew Clemens Rollover IRA
TD Ameritrade Clearing Inc. Custodian
[Address Intentionally Omitted for Privacy Purposes]
Inverse Dow 2x Strategy FundClass A41650.56553.502
Pershing LLC
1 Pershing Plaza
Jersey City, NJ 07399-0002
Inverse Dow 2x Strategy FundClass A28928.73837.1603
National Financial Services LLC
499 Washington Boulevard
Jersey City, NJ 07310
Inverse Dow 2x Strategy FundClass C27067.48884.4042
National Financial Services LLC
499 Washington Boulevard
Jersey City, NJ 07310
Inverse Dow 2x Strategy FundClass H66145.45213.0242
Schwab Special Custody Account – Reinvest for Benefit of Customers
211 Main Street
San Francisco, CA 94105
Inverse Dow 2x Strategy FundClass H229746.02845.2375
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 FundClass H32007.5186.3023
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 A5576.1721.2046
National Financial Services LLC
499 Washington Boulevard
Jersey City, NJ 07310
Inverse NASDAQ-100® 2x Strategy Fund
Class A2579.979.8109
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 A16392.20862.3352
Pershing LLC
1 Pershing Plaza
Jersey City, NJ 07399-0002
Inverse NASDAQ-100® 2x Strategy Fund
Class C1258.98121.2526
National Financial Services LLC
499 Washington Boulevard
Jersey City, NJ 07310
Inverse NASDAQ-100® 2x Strategy Fund
Class C2304.90438.9087
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-9998
Inverse NASDAQ-100® 2x Strategy Fund
Class C572.2359.6598
Dolores Jansson Bernhardt (IRA)
[Address Intentionally Omitted for Privacy Purposes]
Inverse NASDAQ-100® 2x Strategy Fund
Class C1156.18919.5174
Schwab Special Custody Account – Reinvest for Benefit of Customers
211 Main Street
San Francisco, CA 94105
Inverse NASDAQ-100® 2x Strategy Fund
Class H43867.3347.3375
TD Ameritrade
FBO Bonnie-Sue Brown-Widell
[Address Intentionally Omitted for Privacy Purposes]
Inverse NASDAQ-100® 2x Strategy Fund
Class H52172.2918.7266
Schwab Special Custody Account – Reinvest for Benefit of Customers
211 Main Street
San Francisco, CA 94105
Inverse NASDAQ-100® 2x Strategy Fund
Class H61286.7610.2512
Les Linet (Roth)
[Address Intentionally Omitted for Privacy Purposes]
Inverse NASDAQ-100® 2x Strategy Fund
Class H103338.29817.285
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 A201997.02298.735
National Financial Services LLC
499 Washington Boulevard
Jersey City, NJ 07310
Inverse Russell 2000® 2x Strategy Fund
Class C5591.78562.9611
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 C504.1495.6765
Dolores Jansson Bernhardt (IRA)
[Address Intentionally Omitted for Privacy Purposes]
Inverse Russell 2000® 2x Strategy Fund
Class C2348.98326.4485
Schwab Special Custody Account – Reinvest for Benefit of Customers
211 Main Street
San Francisco, CA 94105
Inverse Russell 2000® 2x Strategy Fund
Class H18153.5215.167
Schwab Special Custody Account – Reinvest for Benefit of Customers
211 Main Street
San Francisco, CA 94105
Inverse Russell 2000® 2x Strategy Fund
Class H27202.04822.727
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 H6211.3955.1895
Cooper Family Foundation
Attn: William Benson Bhaskar Manda
[Address Intentionally Omitted for Privacy Purposes]
Inverse Russell 2000® 2x Strategy Fund
Class H10314.4188.6175
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 H9913.1988.2823
TD Ameritrade
FBO Paul Kuhn * Berrin Kuhn JT TEN
[Address Intentionally Omitted for Privacy Purposes]
Inverse S&P 500® 2x Strategy Fund
Class A9935.13216.957
National Financial Services LLC
499 Washington Boulevard
Jersey City, NJ 07310
Inverse S&P 500® 2x Strategy Fund
Class A11694.16419.9593
Schwab Special Custody Account – Reinvest for Benefit of Customers
211 Main Street
San Francisco, CA 94105
Inverse S&P 500® 2x Strategy Fund
Class A5421.19.2526
Pershing LLC
1 Pershing Plaza
Jersey City, NJ 07399-0002
Inverse S&P 500® 2x Strategy Fund
Class C4714.6521.8907
National Financial Services LLC
499 Washington Boulevard
Jersey City, NJ 07310
Inverse S&P 500® 2x Strategy Fund
Class C3202.21514.8682
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-9998
Inverse S&P 500® 2x Strategy Fund
Class C3974.01618.4518
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 C1498.8436.9593
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 C1196.3295.5547
TD Ameritrade FBO/Michael H. Davis
[Address Intentionally Omitted for Privacy Purposes]
Inverse S&P 500® 2x Strategy Fund
Class C1700.2437.8944
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 H49579.21410.1329
Schwab Special Custody Account – Reinvest for Benefit of Customers
211 Main Street
San Francisco, CA 94105
Inverse S&P 500® 2x Strategy Fund
Class H206480.82542.2002
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 A49842.48622.2324
National Financial Services LLC
499 Washington Boulevard
Jersey City, NJ 07310
NASDAQ-100® 2x Strategy Fund
Class A21604.2059.6366
Schwab Special Custody Account – Reinvest for Benefit of Customers
211 Main Street
San Francisco, CA 94105
NASDAQ-100® 2x Strategy Fund
Class A11229.4035.0089
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 A21900.1239.7686
LPL Financial
4707 Executive Drive
San Diego, CA 92121-3091
NASDAQ-100® 2x Strategy Fund
Class A37036.61616.5203
Pershing LLC
1 Pershing Plaza
Jersey City, NJ 07399-0002
NASDAQ-100® 2x Strategy Fund
Class C17690.34219.8933
NFS LLC FEBO/NFS/FMTC SEP IRA
FBO James Hershey
[Address Intentionally Omitted for Privacy Purposes]
NASDAQ-100® 2x Strategy Fund
Class C7797.6918.7687
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 C10799.94412.1448
Schwab Special Custody Account – Reinvest for Benefit of Customers
211 Main Street
San Francisco, CA 94105
NASDAQ-100® 2x Strategy Fund
Class C11669.98613.1232
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 C4739.3965.3295
Stephen H. Karshbaum
[Address Intentionally Omitted for Privacy Purposes]
NASDAQ-100® 2x Strategy Fund
Class C4504.7015.0656
Raymond James/Omnibus for Mutual Funds
House Account
Attn: Courtney Waller
880 Carillon Parkway
Saint Petersburg, FL 33716
NASDAQ-100® 2x Strategy Fund
Class H388436.21116.0889
TD Ameritrade
FBO Bonnie-Sue Brown-Widell
[Address Intentionally Omitted for Privacy Purposes]
NASDAQ-100® 2x Strategy Fund
Class H425739.18217.634
Schwab Special Custody Account – Reinvest for Benefit of Customers
211 Main Street
San Francisco, CA 94105
NASDAQ-100® 2x Strategy Fund
Class H395097.42516.3648
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 H218652.6449.0565
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 A4269.89319.4466
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 A1757.1018.0024
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 A3086.41414.0566
Pershing LLC
1 Pershing Plaza
Jersey City, NJ 07399-0002
Russell 2000® 2x Strategy Fund
Class A2656.67612.0995
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 C383.56411.2117
NFS LLC FEBO/NFS/FMTC Rollover IRA
FBO Robert C. Irvine
[Address Intentionally Omitted for Privacy Purposes]
Russell 2000® 2x Strategy Fund
Class C1361.49439.797
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-9998
Russell 2000® 2x Strategy Fund
Class C175.9645.1434
Allen N. Vickrey (IRA)
[Address Intentionally Omitted for Privacy Purposes]
Russell 2000® 2x Strategy Fund
Class C373.03810.904
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 H21106.84113.4278
Schwab Special Custody Account – Reinvest for Benefit of Customers
211 Main Street
San Francisco, CA 94105
Russell 2000® 2x Strategy Fund
Class H22981.47914.6205
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 H43109.55927.4257
Trust Company Of America
FBO 25
PO Box 6503
Englewood, CO 80155-6053
Russell 2000® 2x Strategy Fund
Class H17513.11811.1416
TD Ameritrade Inc. For the Exclusive Benefit of Our Clients
PO Box 2226
Omaha, NE 68103-2226
S&P 500® 2x Strategy Fund
Class A14330.72912.3795
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 A8450.8147.3001
Schwab Special Custody Account – Reinvest for Benefit of Customers
211 Main Street
San Francisco, CA 94105
S&P 500® 2x Strategy Fund
Class A8672.4957.4916
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 A13996.34212.0906
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 A13795.33411.917
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 A6587.6365.6906
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 A6273.1035.4189
LPL Financial
4707 Executive Drive
San Diego, CA 92121-3091
S&P 500® 2x Strategy Fund
Class A13495.3511.6578
Pershing LLC
1 Pershing Plaza
Jersey City, NJ 07399-0002
S&P 500® 2x Strategy Fund
Class C6095.6625.5851
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-9998
S&P 500® 2x Strategy Fund
Class C8042.7887.3692
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 C16794.34115.3878
Robert E. Hillard (IRA)
[Address Intentionally Omitted for Privacy Purposes]
S&P 500® 2x Strategy Fund
Class C5672.155.1971
Oppenheimer & Co. Inc. FBO/George Skaff Elias Account
[Address Intentionally Omitted for Privacy Purposes]
S&P 500® 2x Strategy Fund
Class H121584.8039.8398
TD Ameritrade
FBO Bonnie-Sue Brown-Widell
[Address Intentionally Omitted for Privacy Purposes]
S&P 500® 2x Strategy Fund
Class H143505.711.6139
Schwab Special Custody Account – Reinvest for Benefit of Customers
211 Main Street
San Francisco, CA 94105
S&P 500® 2x Strategy Fund
Class H339192.95827.4509
Trust Co Of America
FBO 120
PO Box 6503
Englewood, CO 80155
S&P 500® 2x Strategy Fund
Class H123535.3659.9977
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 H185135.06214.983
Meg & Company C/C
c/o Ameriserv Trust & Financial Services Company
216 Franklin Street
Johnstown, PA 15901-1911
Rydex Variable Trust
Banking Fund--22031.07848.2683
Nationwide Insurance Company/NWVA4
c/o IPO Portfolio Accounting
P.O. Box 182029
Columbus, OH 43218-2029
Banking Fund--8485.17618.5903
Jefferson National Life Insurance Co./Attn: Separate Account
10350 Ormsby Park Place, Suite 600
Louisville, KY 40223
Banking Fund--14015.95530.7078
Security Benefit Life Insurance Co./SBL Variable Annuity Account XIV
One Security Benefit Place
Topeka, KS 66636-0001
Basic Materials Fund--42550.47247.0373
Nationwide Insurance Company/NWVA4
c/o IPO Portfolio Accounting
P.O. Box 182029
Columbus, OH 43218-2029
Basic Materials Fund--12199.98413.4864
Jefferson National Life Insurance Co./Attn: Separate Account
10350 Ormsby Park Place, Suite 600
Louisville, KY 40223
Basic Materials Fund--25339.16828.0111
Security Benefit Life Insurance Co./SBL Variable Annuity Account XIV
One Security Benefit Place
Topeka, KS 66636-0001
Basic Materials Fund--8438.3599.3281
Principal Life Insurance Co Cust./FBO Principal Pivot Series Variable
Annuity
Attn: Individual Life Accounting
711 High Street
Des Moines, IA 50392
Biotechnology Fund--75224.02530.9034
Nationwide Insurance Company/NWVA4
c/o IPO Portfolio Accounting
P.O. Box 182029
Columbus, OH 43218-2029
Biotechnology Fund--54864.41622.5393
Jefferson National Life Insurance Co./Attn: Separate Account
10350 Ormsby Park Place, Suite 600
Louisville, KY 40223
Biotechnology Fund--35046.18914.3976
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--71073.78429.1984
Midland National Life Insurance Company
430 Westown Parkway
West Des Moines, IA 50266
Commodities Strategy Fund--11339.92428.3758
Nationwide Insurance Company/NWVA4
c/o IPO Portfolio Accounting
P.O. Box 182029
Columbus, OH 43218-2029
Commodities Strategy Fund--18608.06846.5628
Jefferson National Life Insurance Co./Attn: Separate Account
10350 Ormsby Park Place, Suite 600
Louisville, KY 40223
Commodities Strategy Fund--3088.7537.7289
Security Benefit Life Insurance Co./SBL Variable Annuity Account XIV
One Security Benefit Place
Topeka, KS 66636-0001
Commodities Strategy Fund--6528.60516.3364
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--95218.77335.2206
Nationwide Insurance Company/NWVA4
c/o IPO Portfolio Accounting
P.O. Box 182029
Columbus, OH 43218-2029
Consumer Products Fund--139160.50851.4743
Jefferson National Life Insurance Co./Attn: Separate Account
10350 Ormsby Park Place, Suite 600
Louisville, KY 40223
Consumer Products Fund--26983.1439.9808
Security Benefit Life Insurance Co./SBL Variable Annuity Account XIV
One Security Benefit Place
Topeka, KS 66636-0001
Dow 2x Strategy Fund--73835.92864.1926
Nationwide Insurance Company/NWVA4
c/o IPO Portfolio Accounting
P.O. Box 182029
Columbus, OH 43218-2029
Dow 2x Strategy Fund--24849.0321.6036
Jefferson National Life Insurance Co./Attn: Separate Account
10350 Ormsby Park Place, Suite 600
Louisville, KY 40223
Dow 2x Strategy Fund--15009.68513.0493
Security Benefit Life Insurance Co./SBL Variable Annuity Account XIV
One Security Benefit Place
Topeka, KS 66636-0001
Electronics Fund--50821.92564.3239
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--19302.65724.4308
Jefferson National Life Insurance Co./Attn: Separate Account
10350 Ormsby Park Place, Suite 600
Louisville, KY 40223
Electronics Fund--7411.0049.3799
Security Benefit Life Insurance Co./SBL Variable Annuity Account XIV
One Security Benefit Place
Topeka, KS 66636-0001
Energy Fund--72799.90656.1606
Nationwide Insurance Company/NWVA4
c/o IPO Portfolio Accounting
P.O. Box 182029
Columbus, OH 43218-2029
Energy Fund--33160.6325.5813
Jefferson National Life Insurance Co./Attn: Separate Account
10350 Ormsby Park Place, Suite 600
Louisville, KY 40223
Energy Fund--20612.18515.901
Security Benefit Life Insurance Co./SBL Variable Annuity Account XIV
One Security Benefit Place
Topeka, KS 66636-0001
Energy Services Fund--55320.49348.2206
Nationwide Insurance Company/NWVA4
c/o IPO Portfolio Accounting
P.O. Box 182029
Columbus, OH 43218-2029
Energy Services Fund--25757.81422.452
Jefferson National Life Insurance Co./Attn: Separate Account
10350 Ormsby Park Place, Suite 600
Louisville, KY 40223
Energy Services Fund--32314.728.1674
Security Benefit Life Insurance Co./SBL Variable Annuity Account XIV
One Security Benefit Place
Topeka, KS 66636-0001
Europe 1.25x Strategy Fund--14052.09925.5174
Nationwide Insurance Company/NWVA4
c/o IPO Portfolio Accounting
P.O. Box 182029
Columbus, OH 43218-2029
Europe 1.25x Strategy Fund--34817.8563.2263
Jefferson National Life Insurance Co./Attn: Separate Account
10350 Ormsby Park Place, Suite 600
Louisville, KY 40223
Europe 1.25x Strategy Fund--6187.78911.2365
Security Benefit Life Insurance Co./SBL Variable Annuity Account XIV
One Security Benefit Place
Topeka, KS 66636-0001
Financial Services Fund--66138.05960.9587
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--22716.10620.9372
Jefferson National Life Insurance Co./Attn: Separate Account
10350 Ormsby Park Place, Suite 600
Louisville, KY 40223
Financial Services Fund--15127.11513.9425
Security Benefit Life Insurance Co./SBL Variable Annuity Account XIV
One Security Benefit Place
Topeka, KS 66636-0001
Internet Fund--52034.17754.4851
Nationwide Insurance Company/NWVA4
c/o IPO Portfolio Accounting
P.O. Box 182029
Columbus, OH 43218-2029
Internet Fund--15986.11316.7391
Jefferson National Life Insurance Co./Attn: Separate Account
10350 Ormsby Park Place, Suite 600
Louisville, KY 40223
Internet Fund--24273.36425.4167j
Security Benefit Life Insurance Co./SBL Variable Annuity Account XIV
One Security Benefit Place
Topeka, KS 66636-0001
Inverse Dow 2x Strategy Fund--23675.58665.4371
Nationwide Insurance Company/NWVA4
c/o IPO Portfolio Accounting
P.O. Box 182029
Columbus, OH 43218-2029
Inverse Dow 2x Strategy Fund--7733.1921.3738
Jefferson National Life Insurance Co./Attn: Separate Account
10350 Ormsby Park Place, Suite 600
Louisville, KY 40223
Inverse Dow 2x Strategy Fund--4771.76813.1887
Security Benefit Life Insurance Co./SBL Variable Annuity Account XIV
One Security Benefit Place
Topeka, KS 66636-0001
Inverse Russell 2000® Strategy Fund
--9238.95470.7479
Nationwide Insurance Company/NWVA4
c/o IPO Portfolio Accounting
P.O. Box 182029
Columbus, OH 43218-2029
Inverse Russell 2000® Strategy Fund
--3428.19126.2516
Jefferson National Life Insurance Co./Attn: Separate Account
10350 Ormsby Park Place, Suite 600
Louisville, KY 40223
Leisure Fund--30126.48568.9539
Nationwide Insurance Company/NWVA4
c/o IPO Portfolio Accounting
P.O. Box 182029
Columbus, OH 43218-2029
Leisure Fund--5911.26513.5297
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--6804.66815.5746
Security Benefit Life Insurance Co./SBL Variable Annuity Account XIV
One Security Benefit Place
Topeka, KS 66636-0001
Global Managed Futures Strategy Fund--276023.57132.9974
Nationwide Insurance Company/NWVA4
c/o IPO Portfolio Accounting
P.O. Box 182029
Columbus, OH 43218-2029
Global Managed Futures Strategy Fund--204276.8424.4204
Jefferson National Life Insurance Co./Attn: Separate Account
10350 Ormsby Park Place, Suite 600
Louisville, KY 40223
Global Managed Futures Strategy Fund--65319.2467.8086
Security Benefit Life Insurance Co./SBL Variable Annuity Account XIV
One Security Benefit Place
Topeka, KS 66636-0001
Global Managed Futures Strategy Fund--169114.16220.2168
AXA Equitable Life Insurance Company
Separate Account 49
1290 Avenue of the Americas
New York, NY 10104
Government Long Bond 1.2x Strategy Fund--715437.12646.9246
Nationwide Insurance Company/NWVA4
c/o IPO Portfolio Accounting
P.O. Box 182029
Columbus, OH 43218-2029
Government Long Bond 1.2x Strategy Fund--632739.13341.5005
Jefferson National Life Insurance Co./Attn: Separate Account
10350 Ormsby Park Place, Suite 600
Louisville, KY 40223
Government Long Bond 1.2x Strategy Fund--91707.6796.0149
Midland National Life Insurance Co./Attn: Variable Annuity Department
PO Box 79907
West Des Moines, IA 50325-0907
Health Care Fund--147282.68858.0817
Nationwide Insurance Company/NWVA4
c/o IPO Portfolio Accounting
P.O. Box 182029
Columbus, OH 43218-2029
Health Care Fund--48882.23919.2769
Jefferson National Life Insurance Co./Attn: Separate Account
10350 Ormsby Park Place, Suite 600
Louisville, KY 40223
Health Care Fund--47623.65518.7806
Security Benefit Life Insurance Co./SBL Variable Annuity Account XIV
One Security Benefit Place
Topeka, KS 66636-0001
High Yield Strategy Fund--5431.07210.5001
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--7367.07614.2431
Security Benefit Life Insurance Co./SBL Variable Annuity Account XIV
One Security Benefit Place
Topeka, KS 66636-0001
High Yield Strategy Fund--26795.57551.8052
Guggenheim Funds Distributors LLC
227 West Monroe Street, Suite 4800
Chicago, IL 60606
High Yield Strategy Fund--12129.95523.4514
Nationwide Insurance Company/NWVA4
c/o IPO Portfolio Accounting
P.O. Box 182029
Columbus, OH 43218-2029
Inverse Government Long Bond Strategy Fund--6663.97821.0678
Nationwide Insurance Company/NWVA4
c/o IPO Portfolio Accounting
P.O. Box 182029
Columbus, OH 43218-2029
Inverse Government Long Bond Strategy Fund--16958.6953.614
Jefferson National Life Insurance Co./Attn: Separate Account
10350 Ormsby Park Place, Suite 600
Louisville, KY 40223
Inverse Government Long Bond Strategy Fund--5081.4316.0646
Security Benefit Life Insurance Co./SBL Variable Annuity Account XIV
One Security Benefit Place
Topeka, KS 66636-0001
Inverse Mid-Cap Strategy Fund--3254.90464.8856
Nationwide Insurance Company/NWVA4
c/o IPO Portfolio Accounting
P.O. Box 182029
Columbus, OH 43218-2029
Inverse Mid-Cap Strategy Fund--1596.44731.8247
Jefferson National Life Insurance Co./Attn: Separate Account
10350 Ormsby Park Place, Suite 600
Louisville, KY 40223
Inverse NASDAQ-100® Strategy Fund
--6111.59621.5908
Nationwide Insurance Company/NWVA4
c/o IPO Portfolio Accounting
P.O. Box 182029
Columbus, OH 43218-2029
Inverse NASDAQ-100® Strategy Fund
--10859.33338.3635
Jefferson National Life Insurance Co./Attn: Separate Account
10350 Ormsby Park Place, Suite 600
Louisville, KY 40223
Inverse NASDAQ-100® Strategy Fund
--8132.55528.7304
Ameritas Life Insurance Corp./Separate Account LLVA
Attn: Variable Trades
5900 O Street
Lincoln, NE 68510
Inverse NASDAQ-100® Strategy Fund
--2209.8517.8068
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
--16729.29136.5329
Nationwide Insurance Company/NWVA4
c/o IPO Portfolio Accounting
P.O. Box 182029
Columbus, OH 43218-2029
Inverse S&P 500® Strategy Fund
--13304.67829.0543
Jefferson National Life Insurance Co./Attn: Separate Account
10350 Ormsby Park Place, Suite 600
Louisville, KY 40223
Inverse S&P 500® Strategy Fund
--8028.67517.5327
Ameritas Life Insurance Corp./Separate Account LLVA
Attn: Variable Trades
5900 O Street
Lincoln, NE 68510
Inverse S&P 500® Strategy Fund
--6583.15214.3761
Security Benefit Life Insurance Co./SBL Variable Annuity Account XIV
One Security Benefit Place
Topeka, KS 66636-0001
Japan 2x Strategy Fund--10327.50846.9691
Nationwide Insurance Company/NWVA4
c/o IPO Portfolio Accounting
P.O. Box 182029
Columbus, OH 43218-2029
Japan 2x Strategy Fund--5372.87824.4356
Jefferson National Life Insurance Co./Attn: Separate Account
10350 Ormsby Park Place, Suite 600
Louisville, KY 40223
Japan 2x Strategy Fund--5579.5325.3754
Security Benefit Life Insurance Co./SBL Variable Annuity Account XIV
One Security Benefit Place
Topeka, KS 66636-0001
Long Short Equity Fund--473712.36521.7479
Nationwide Insurance Company/NWVA4
c/o IPO Portfolio Accounting
P.O. Box 182029
Columbus, OH 43218-2029
Long Short Equity Fund--179425.1858.2373
Jefferson National Life Insurance Co./Attn: Separate Account
10350 Ormsby Park Place, Suite 600
Louisville, KY 40223
Long Short Equity Fund--742438.47834.0851
Security Benefit Life Insurance Co./SBL Variable Annuity Account XIV
One Security Benefit Place
Topeka, KS 66636-0001
Long Short Equity Fund--281798.77112.9372
The Lincoln National Life Insurance Company
1300 South Clinton Street
Fort Wayne, IN 46802
Mid-Cap 1.5x Strategy Fund--157738.23254.9298
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--62147.28321.6418
Jefferson National Life Insurance Co./Attn: Separate Account
10350 Ormsby Park Place, Suite 600
Louisville, KY 40223
Mid-Cap 1.5x Strategy Fund--64172.95122.3472
Security Benefit Life Insurance Co./SBL Variable Annuity Account XIV
One Security Benefit Place
Topeka, KS 66636-0001
Multi-Hedge Strategies Fund--857536.50356.2436
Nationwide Insurance Company/NWVA4
c/o IPO Portfolio Accounting
P.O. Box 182029
Columbus, OH 43218-2029
Multi-Hedge Strategies Fund--94906.3896.2246
Jefferson National Life Insurance Co./Attn: Separate Account
10350 Ormsby Park Place, Suite 600
Louisville, KY 40223
Multi-Hedge Strategies Fund--94823.866.2192
Security Benefit Life Insurance Co./SBL Variable Annuity Account XIV
One Security Benefit Place
Topeka, KS 66636-0001
Multi-Hedge Strategies Fund--85233.1955.5902
Midland National Life Insurance Company
4350 Westown Parkway
West Des Moines, IA 50266
Multi-Hedge Strategies Fund--203883.98213.3722
The Lincoln National Life Insurance Company
1300 South Clinton Street
Fort Wayne, IN 46802
NASDAQ-100® Fund
--452744.87927.7914
Nationwide Insurance Company/NWVA4
c/o IPO Portfolio Accounting
P.O. Box 182029
Columbus, OH 43218-2029
NASDAQ-100® Fund
--372368.45622.8575
Jefferson National Life Insurance Co./Attn: Separate Account
10350 Ormsby Park Place, Suite 600
Louisville, KY 40223
NASDAQ-100® Fund
--85150.6585.2269
Ameritas Life Insurance Corp./Separate Account LLVA
Attn: Variable Trades
5900 O Street
Lincoln, NE 68510
NASDAQ-100® Fund
--122103.3397.4952
GE Life and Annuity Insurance Co./Attn: Variable Accounting
6610 West Broad Street
Richmond, VA 23230
NASDAQ-100® Fund
--150867.2299.2608
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
--197348.74212.1141
Prudential Annuities Life Assurance Co./Attn: Separate Accounts Trade Confirms
213 Washington Street, Floor 7
Newark, NJ 07102
NASDAQ-100® 2x Strategy Fund
--404331.82134.2536
Nationwide Insurance Company/NWVA4
c/o IPO Portfolio Accounting
P.O. Box 182029
Columbus, OH 43218-2029
NASDAQ-100® 2x Strategy Fund
--565192.18547.8811
Jefferson National Life Insurance Co./Attn: Separate Account
10350 Ormsby Park Place, Suite 600
Louisville, KY 40223
NASDAQ-100® 2x Strategy Fund
--201590.84717.078
Security Benefit Life Insurance Co./SBL Variable Annuity Account XIV
One Security Benefit Place
Topeka, KS 66636-0001
Nova Fund--72946.76824.3068
Nationwide Insurance Company/NWVA4
c/o IPO Portfolio Accounting
P.O. Box 182029
Columbus, OH 43218-2029
Nova Fund--165087.90355.0095
Jefferson National Life Insurance Co./Attn: Separate Account
10350 Ormsby Park Place, Suite 600
Louisville, KY 40223
Nova Fund--20295.8726.7628
Security Benefit Life Insurance Co./SBL Variable Annuity Account XIV
One Security Benefit Place
Topeka, KS 66636-0001
Precious Metals Fund--261254.79138.0727
Nationwide Insurance Company/NWVA4
c/o IPO Portfolio Accounting
P.O. Box 182029
Columbus, OH 43218-2029
Precious Metals Fund--196638.36428.6561
Jefferson National Life Insurance Co./Attn: Separate Account
10350 Ormsby Park Place, Suite 600
Louisville, KY 40223
Precious Metals Fund--109251.46615.9212
Ameritas Life Insurance Corp./Separate Account LLVA
Attn: Variable Trades
5900 O Street
Lincoln, NE 68510
Precious Metals Fund--111315.91216.222
Security Benefit Life Insurance Co./SBL Variable Annuity Account XIV
One Security Benefit Place
Topeka, KS 66636-0001
Real Estate Fund--124052.3133.4487
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--120166.63632.401
Jefferson National Life Insurance Co./Attn: Separate Account
10350 Ormsby Park Place, Suite 600
Louisville, KY 40223
Real Estate Fund--120185.7532.4062
Security Benefit Life Insurance Co./SBL Variable Annuity Account XIV
One Security Benefit Place
Topeka, KS 66636-0001
Retailing Fund--26638.23853.5674
Nationwide Insurance Company/NWVA4
c/o IPO Portfolio Accounting
P.O. Box 182029
Columbus, OH 43218-2029
Retailing Fund--8836.8117.7701
Jefferson National Life Insurance Co./Attn: Separate Account
10350 Ormsby Park Place, Suite 600
Louisville, KY 40223
Retailing Fund--10971.90422.0636
Security Benefit Life Insurance Co./SBL Variable Annuity Account XIV
One Security Benefit Place
Topeka, KS 66636-0001
Russell 2000® 1.5x Strategy Fund
--39912.79448.81
Nationwide Insurance Company/NWVA4
c/o IPO Portfolio Accounting
P.O. Box 182029
Columbus, OH 43218-2029
Russell 2000® 1.5x Strategy Fund
--12384.69415.1454
Jefferson National Life Insurance Co./Attn: Separate Account
10350 Ormsby Park Place, Suite 600
Louisville, KY 40223
Russell 2000® 1.5x Strategy Fund
--18584.13422.7268
Ameritas Life Insurance Corp./Separate Account LLVA
Attn: Variable Trades
5900 O Street
Lincoln, NE 68510
Russell 2000® 1.5x Strategy Fund
--10847.45713.2655
Security Benefit Life Insurance Co./SBL Variable Annuity Account XIV
One Security Benefit Place
Topeka, KS 66636-0001
Russell 2000® 2x Strategy Fund
--3426.62437.7558
Jefferson National Life Insurance Co./Attn: Separate Account
10350 Ormsby Park Place, Suite 600
Louisville, KY 40223
Russell 2000® 2x Strategy Fund
--5584.18961.5287
Security Benefit Life Insurance Co./SBL Variable Annuity Account XIV
One Security Benefit Place
Topeka, KS 66636-0001
S&P 500® 2x Strategy Fund
--90680.45558.1062
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
--49769.83431.8915
Jefferson National Life Insurance Co./Attn: Separate Account
10350 Ormsby Park Place, Suite 600
Louisville, KY 40223
S&P 500® 2x Strategy Fund
--13923.4228.9218
Security Benefit Life Insurance Co./SBL Variable Annuity Account XIV
One Security Benefit Place
Topeka, KS 66636-0001
S&P 500® Pure Growth Fund
--471123.86260.6413
Nationwide Insurance Company/NWVA4
c/o IPO Portfolio Accounting
P.O. Box 182029
Columbus, OH 43218-2029
S&P 500® Pure Growth Fund
--115045.89214.8082
Jefferson National Life Insurance Co./Attn: Separate Account
10350 Ormsby Park Place, Suite 600
Louisville, KY 40223
S&P 500® Pure Growth Fund
--100257.36112.9047
Security Benefit Life Insurance Co./SBL Variable Annuity Account XIV
One Security Benefit Place
Topeka, KS 66636-0001
S&P 500® Pure Growth Fund
--79846.70610.2775
Midland National Life Insurance Company
4350 Westown Parkway
West Des Moines, IA 50266
S&P 500® Pure Value Fund
--341421.85862.0544
Nationwide Insurance Company/NWVA4
c/o IPO Portfolio Accounting
P.O. Box 182029
Columbus, OH 43218-2029
S&P 500® Pure Value Fund
--60745.77611.0407
Jefferson National Life Insurance Co./Attn: Separate Account
10350 Ormsby Park Place, Suite 600
Louisville, KY 40223
S&P 500® Pure Value Fund
--131412.30123.8845
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
--215790.29857.1151
Nationwide Insurance Company/NWVA4
c/o IPO Portfolio Accounting
P.O. Box 182029
Columbus, OH 43218-2029
S&P MidCap 400® Pure Growth Fund
--45942.76112.16
Jefferson National Life Insurance Co./Attn: Separate Account
10350 Ormsby Park Place, Suite 600
Louisville, KY 40223
S&P MidCap 400® Pure Growth Fund
--65485.70617.3326
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
--45030.1511.9185
Midland National Life Insurance Company
4350 Westown Parkway
West Des Moines, IA 50266
S&P MidCap 400® Pure Value Fund
--162639.32872.2941
Nationwide Insurance Company/NWVA4
c/o IPO Portfolio Accounting
P.O. Box 182029
Columbus, OH 43218-2029
S&P MidCap 400® Pure Value Fund
--28100.4212.4908
Jefferson National Life Insurance Co./Attn: Separate Account
10350 Ormsby Park Place, Suite 600
Louisville, KY 40223
S&P MidCap 400® Pure Value Fund
--30319.67613.4772
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
--123352.25753.7753
Nationwide Insurance Company/NWVA4
c/o IPO Portfolio Accounting
P.O. Box 182029
Columbus, OH 43218-2029
S&P SmallCap 600® Pure Growth Fund
--61345.52426.7435
Jefferson National Life Insurance Co./Attn: Separate Account
10350 Ormsby Park Place, Suite 600
Louisville, KY 40223
S&P SmallCap 600® Pure Growth Fund
--35624.88715.5306
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
--61153.20844.9052
Nationwide Insurance Company/NWVA4
c/o IPO Portfolio Accounting
P.O. Box 182029
Columbus, OH 43218-2029
S&P SmallCap 600® Pure Value Fund
--47331.63834.756
Jefferson National Life Insurance Co./Attn: Separate Account
10350 Ormsby Park Place, Suite 600
Louisville, KY 40223
S&P SmallCap 600® Pure Value Fund
--18961.44313.9235
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
--8736.3346.4151
FSBL Variable Account A/Attn: Denise Machell – Finance
One Security Benefit Place
Topeka, KS 66636-001
Strengthening Dollar 2x Strategy Fund--27503.7540.8264
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--30292.96444.9667
Jefferson National Life Insurance Co./Attn: Separate Account
10350 Ormsby Park Place, Suite 600
Louisville, KY 40223
Strengthening Dollar 2x Strategy Fund--9371.37513.9108
Security Benefit Life Insurance Co./SBL Variable Annuity Account XIV
One Security Benefit Place
Topeka, KS 66636-0001
Technology Fund--98838.25750.3447
Nationwide Insurance Company/NWVA4
c/o IPO Portfolio Accounting
P.O. Box 182029
Columbus, OH 43218-2029
Technology Fund--53130.3627.0627
Jefferson National Life Insurance Co./Attn: Separate Account
10350 Ormsby Park Place, Suite 600
Louisville, KY 40223
Technology Fund--34279.02117.4605
Security Benefit Life Insurance Co./SBL Variable Annuity Account XIV
One Security Benefit Place
Topeka, KS 66636-0001
Telecommunications Fund--13272.90427.399
Nationwide Insurance Company/NWVA4
c/o IPO Portfolio Accounting
P.O. Box 182029
Columbus, OH 43218-2029
Telecommunications Fund--22518.70546.4849
Jefferson National Life Insurance Co./Attn: Separate Account
10350 Ormsby Park Place, Suite 600
Louisville, KY 40223
Telecommunications Fund--11747.13624.2494
Security Benefit Life Insurance Co./SBL Variable Annuity Account XIV
One Security Benefit Place
Topeka, KS 66636-0001
Transportation Fund--36853.9177.8802
Nationwide Insurance Company/NWVA4
c/o IPO Portfolio Accounting
P.O. Box 182029
Columbus, OH 43218-2029
Transportation Fund--5025.29210.6195
Jefferson National Life Insurance Co./Attn: Separate Account
10350 Ormsby Park Place, Suite 600
Louisville, KY 40223
Transportation Fund--4352.9459.1987
Security Benefit Life Insurance Co./SBL Variable Annuity Account XIV
One Security Benefit Place
Topeka, KS 66636-0001
Utilities Fund--180726.09925.831
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--335237.32347.9151
Jefferson National Life Insurance Co./Attn: Separate Account
10350 Ormsby Park Place, Suite 600
Louisville, KY 40223
Utilities Fund--175450.90625.077
Security Benefit Life Insurance Co./SBL Variable Annuity Account XIV
One Security Benefit Place
Topeka, KS 66636-0001
U.S. Government Money Market Fund--63781231.3391.2785
Security Benefit Life Insurance Co./SBL Variable Annuity Account XIV
One Security Benefit Place
Topeka, KS 66636-0001
Weakening Dollar 2x Strategy Fund--4282.76343.2173
Nationwide Insurance Company/NWVA4
c/o IPO Portfolio Accounting
P.O. Box 182029
Columbus, OH 43218-2029
Weakening Dollar 2x Strategy Fund--2449.48624.7177
Jefferson National Life Insurance Co./Attn: Separate Account
10350 Ormsby Park Place, Suite 600
Louisville, KY 40223
Weakening Dollar 2x Strategy Fund--3177.56632.0648
Security Benefit Life Insurance Co./SBL Variable Annuity Account XIV
One Security Benefit Place
Topeka, KS 66636-0001




F-83


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RYDEX VARIABLEPROXY CARD 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 MEETING OF SHAREHOLDERS TO BE HELD ON FEBRUARY 21, 2017

OCTOBER 24, 2019 The undersigned hereby appoint(s)revokes all previous proxies for his/her shares of the Fund named above and appoints Amy J. Lee, Mark E. Mathiasen, and Michael P. Megaris, or any one of them, proxies, each with full power of substitution, to vote and act with respect to all shares which the undersigned is entitled to vote at a Special Meetingthe special meeting of Shareholdersshareholders of the Global Diversified Equity Fund (the “Fund”), a separate series ofRydex Series Funds, Rydex Dynamic Funds and Rydex Variable Trust (collectively, the “Trusts”) to be held at the offices of Guggenheim Partners, LLC, located at 227 West Monroe Street, 7th Floor, Chicago, Illinois 60606, on February 21, 2017October 24, 2019, at 1:10:00 p.m.a.m. Central Time and(with any postponements, adjournments or adjournments thereofany other meeting called for voting on the below proposals, the “Meeting”) upon the matters set forth on the reverse side (the “Meeting”“Proposals”).


Do you have questions? If you have any questions about how and instructs them to vote your proxy or aboutupon any other matters that may properly be acted upon at the Meeting in general, please call toll-free 800-967-4614. Representatives are availableMeeting. Please refer to assist you Monday through Friday 9 a.m. to 10 p.m. Eastern Time.
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 Heldbe held on February 21, 2017.
The Proxy Statement for the Meeting isOctober 24, 2019. These proxy materials are available at: https:http://www.proxyonline.com/docs/clsfunds.pdfRydex [PROXY ID NUMBER HERE] [BAR CODE HERE] [CUSIP HERE]



Global Diversified Equity Fund
[FUND NAME] PROXY CARD

YOUR SIGNATURE IS REQUIRED FOR YOUR VOTE TO BE COUNTED.   Please sign exactly as your name appears on this Proxy. If joint owners, EITHER may sign this Proxy. When signing as attorney, executor, administrator, trustee, guardian or corporate officer, please give your full title.

SIGNATURE (AND TITLE IF APPLICABLE)

DATE
SIGNATURE (IF HELD JOINTLY)DATE

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES OF RYDEX VARIABLE TRUST AND THE PROPOSAL SET FORTH BELOW HAS BEEN PROPOSED BY THE BOARD OF TRUSTEES.REQUIRED FOR YOUR VOTE TO BE _______________________________________________________________ COUNTED. SIGNATURE (AND TITLE IF APPLICABLE) DATE Please sign exactly as your name appears on this Proxy. If joint owners, EITHER, may sign this Proxy. When signing as attorney, executor, administrator, trustee, guardian or corporate officer, _______________________________________________________________ please give your full title. SIGNATURE (IF HELD JOINTLY) DATE This Proxy, whenproxy is solicited on behalf of the 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 will 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 manner directed herein by the undersigned shareholder. If no direction is made, this Proxy will be voted FOR the proposal described below. In his/herproxy holders’ judgment the proxies listed on the reverse side of this Proxy Card are authorizedas to vote upon suchany other matters asthat may properly come beforearise at the Meeting.

THE BOARDBOARDS OF TRUSTEES OF RYDEX VARIABLE TRUST UNANIMOUSLYTHE TRUSTS RECOMMENDS THAT YOU VOTE “FOR” THE PROPOSAL.

PROPOSAL 1. TO VOTE, MARK CIRCLES BELOW IN BLUE OR BLACK INK AS FOLLOWS. Example: ●


FOR

AGAINST

ABSTAIN
1.
To Approve a Plan of Liquidation with Regard to the Global Diversified Equity Fund.

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







THANK YOU 1. To elect the following ten nominees to the Board of Trustees of each Trust FOR VOTING

TAG ID:    BAR CODE    CUSIP:

proxycardtitlehead.jpg
Growth and Income Fund
RYDEX VARIABLE TRUST

PROXYWITHHOLD ALL ALL 1. Randall C. Barnes ○ ○ 2. Angela Brock-Kyle 3. Donald A. Chubb, Jr. FOR A SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON FEBRUARY 21, 2017

The undersigned hereby appoint(s)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 Mark E. Mathiasen and Michael P. Megaris, or any one of them, proxies, each with full power of substitution, to vote and act with respect to all shares which the undersigned is entitled to vote at a Special Meeting of Shareholders of the Growth and Income Fund (the “Fund”), a separate series of Rydex Variable Trust, to be held at 227 West Monroe Street, 7th Floor, Chicago, Illinois 60606 on February 21, 2017 at 1:00 p.m. Central Time, and any postponements or adjournments thereof (the “Meeting”).


Do you have questions? If you have any questions about how to vote your proxy or about the Meeting in general, please call toll-free 800-967-4614. Representatives are available to assist you Monday through Friday 9 a.m. to 10 p.m. Eastern Time.
Important Notice Regarding the Availability of Proxy Materials for the Special Meeting of Shareholders to Be Held on February 21, 2017.
The Proxy Statement for the Meeting is available at: https://www.proxyonline.com/docs/clsfunds.pdf

TAG ID:    BAR CODE    CUSIP:

Growth and Income Fund
PROXY CARD

YOUR SIGNATURE IS REQUIRED FOR YOUR VOTE TO BE COUNTED.   Please sign exactly as your name appears on this Proxy. If joint owners, EITHER may sign this Proxy. When signing as attorney, executor, administrator, trustee, guardian or corporate officer, please give your full title.

SIGNATURE (AND TITLE IF APPLICABLE)

DATE
SIGNATURE (IF HELD JOINTLY)DATE

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES OF RYDEX VARIABLE TRUST AND THE PROPOSAL SET FORTH BELOW HAS BEEN PROPOSED BY THE BOARD OF TRUSTEES. This Proxy, when properly executed, will be voted in the manner directed herein by the undersigned shareholder. If no direction is made, this Proxy will be voted FOR the proposal described below. In his/her judgment, the proxies listed on the reverse side of this Proxy Card are authorized to vote upon2. To transact such other mattersbusiness as may properly come before the Meeting.

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

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


FOR

AGAINST

ABSTAIN
1.
To Approve a Plan of Liquidation with Regard to the Growth and Income Fund.

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







THANK YOU FOR VOTING

TAG ID:    BAR [PROXY ID NUMBER HERE] [BAR CODE CUSIP:

proxycardtitlehead.jpg
Global Growth Fund
RYDEX VARIABLE TRUST

PROXY FOR A SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON FEBRUARY 21, 2017

The undersigned hereby appoint(s) Amy J. Lee, Mark E. Mathiasen and Michael P. Megaris, or any one of them, proxies, each with full power of substitution, to vote and act with respect to all shares which the undersigned is entitled to vote at a Special Meeting of Shareholders of the Global Growth Fund (the “Fund”), a separate series of Rydex Variable Trust, to be held at 227 West Monroe Street, 7th Floor, Chicago, Illinois 60606 on February 21, 2017 at 1:00 p.m. Central Time, and any postponements or adjournments thereof (the “Meeting”).


Do you have questions? If you have any questions about how to vote your proxy or about the Meeting in general, please call toll-free 800-967-4614. Representatives are available to assist you Monday through Friday 9 a.m. to 10 p.m. Eastern Time.HERE] [CUSIP HERE]

Important Notice Regarding the Availability of Proxy Materials for the Special Meeting of Shareholders to Be Held on February 21, 2017.
The Proxy Statement for the Meeting is available at: https://www.proxyonline.com/docs/clsfunds.pdf


TAG ID:    BAR CODE    CUSIP:

Global Growth Fund
PROXY CARD

YOUR SIGNATURE IS REQUIRED FOR YOUR VOTE TO BE COUNTED.   Please sign exactly as your name appears on this Proxy. If joint owners, EITHER may sign this Proxy. When signing as attorney, executor, administrator, trustee, guardian or corporate officer, please give your full title.

SIGNATURE (AND TITLE IF APPLICABLE)

DATE
SIGNATURE (IF HELD JOINTLY)DATE

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES OF RYDEX VARIABLE TRUST AND THE PROPOSAL SET FORTH BELOW HAS BEEN PROPOSED BY THE BOARD OF TRUSTEES. This Proxy, when properly executed, will be voted in the manner directed herein by the undersigned shareholder. If no direction is made, this Proxy will be voted FOR the proposal described below. In his/her judgment, the proxies listed on the reverse side of this Proxy Card are authorized to vote upon such other matters as may properly come before the Meeting.

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

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


FOR

AGAINST

ABSTAIN
1.
To Approve a Plan of Liquidation with Regard to the Global Growth Fund.

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







THANK YOU FOR VOTING


TAG ID:    BAR CODE    CUSIP: