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THREE OPTIONS FOR VOTING YOUR PROXY
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Title of each class of securities to which transaction applies: Aggregate number of securities to which transaction applies: Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): Proposed maximum aggregate value of transaction: Total fee paid: Amount Previously Paid: Form, Schedule or Registration Statement No.: Filing Party: Date Filed: Owners are also referred to as “shareholders” of the Funds. otherwise wind-up its operations. If the Meeting.Washington,Proxy Statement Pursuant to Sectionof theSecurities Exchange Act ofOF THEAmendment No. AMENDMENT NO. )Filed by the Registrant xFiled by a Party other than the Registrant ¨Check the appropriate box:x Filed by the Registrant ¨ Filed by a Party other than the Registrant x Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Definitive Proxy Statement ¨ Definitive Additional Materials ¨ Soliciting Material Pursuant to § 240.14a-12Rule 14a-12Rydex Variable TrustNonex No fee required. ¨ Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. (1) (2) (3) (4) (5) ¨ Fee paid previously with preliminary materials.materials:¨ Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. (1) (2) (3) (4) Rydex Variable TrustMDMaryland 20850July 12, 2013DearHolder:Rydex Variablethe Trust considered and approved a proposal to liquidate the Funds pursuant to a plan of liquidation (the “Trust”“Plan of Liquidation”) has called a special meeting of, subject to approval by shareholders of the following series of the Trust (each, a “Fund” and, collectively, the “Funds”): the DWA Flexible Allocation Fund, DWA Sector Rotation Fund, All-Asset Conservative Strategy Fund, All-Asset Moderate Strategy Fund, and All-Asset Aggressive Strategy Fund, each a separate series of the Trust, to be held August 22, 2013 at 1:00 p.m., Eastern Time, or any adjournment(s) or postponement(s) thereof (the “Special Meeting”), at the offices of Guggenheim Investments, 805 King Farm Boulevard, Suite 600, Rockville, Maryland 20850.Funds. The Board has approved a Plan of Liquidation (the “Plan”) with respect torecommends that the Funds whereby each Fund will cease its investment operations, liquidate its assets and make a final distribution to its shareholders of record in one or more cash payments which will immediately be reinvested in the AIM Investment Securities Fund (Invesco Investment Securities Funds) - Money Market Fund (Series I shares), Nationwide Variable Insurance Trust - NVIT Money Market Fund (Class II Shares), Rydex Variable Trust - U.S. Government Money Market Fund, SBL Fund - Series C (Money Market), or Variable Insurance Products Fund V (Fidelity Variable Insurance Products) - Money Market Portfolio (Service Class 2), as applicable. Under the Plan, each Fund will promptly wind up its business and affairs. Subject to approval by Fund shareholders, the date of liquidation for the Funds is anticipated to be on or about September 6, 2013. The Board has called the Special Meeting so that shareholders of each Fund can vote “FOR” the Plan of Liquidation.proposed Plan (each, a “Proposal”Liquidation Date (as defined below) and collectively, the “Proposals”).After careful consideration, the Board has unanimously approved the Proposals and recommends that shareholders vote “FOR” the Proposals. Accordingly, you are asked to authorize the liquidation of each Fund.Proposal relatedPlan of Liquidation is approved, each Fund is expected to be liquidated on or about February 24, 2017 (the “Liquidation Date”).which you own shares is approved by shareholdersadvance 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) andattributable to your Contract to another investment option available under your Contract by the Liquidation Date, or if you havedo not electedprovide transfer instructions to movethe 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 newdefault investment option selected by theliquidationMeeting by timely executing and submitting a revised proxy (following the methods noted above), by giving written notice of revocation to the Secretary of the Fund(s), uponTrust prior to the liquidation of the Fund(s), your contract value will be reinvested in the Rydex Variable Trust - U.S. Government Money Market Fund or the SBL Fund - Series C (Money Market) if you have a variable annuity issued by First Security Benefit Life Insurance and Annuity Company of New YorkMeeting or by Security Benefit Life Insurance Company;voting in person at the AIM Investment Securities Fund (Invesco Investment Securities Funds) - Money Market Fund (Series I shares) if you have a variable annuity issued by Jefferson National Life Insurance Company; the Nationwide Variable Insurance Trust - NVIT Money Market Fund (Class II Shares) if you have a variable annuity issued by Nationwide Life Insurance Company; or the Variable Insurance Products Fund V (Fidelity Variable Insurance Products) - Money Market Portfolio (Service Class 2) if you have a variable annuity issued by Midland National Life Insurance Company.A Proxy Statement that describes the Proposals is enclosed. We urge you to vote your shares by completing and returning the enclosed proxy in the envelope provided, or vote by Internet or telephone, at your earliest convenience.Your vote is important regardless of the number of shares you own. In order to avoid the added cost of follow-up solicitations and possible adjournments, please take a few minutes to read the Proxy Statement and cast your vote. It is important that your vote be received no later than 11:59 p.m. on August 21, 2013.A. You are receiving these proxy materials — a booklet that includes the Proxy Statement and your voting instruction card — because you are among those who own a variable annuity contract or a variable life insurance policy (each, a “Contract”) issued by the insurance companies that offer the Global Diversified Equity Fund, Growth and Income Fund and/or Global Growth Fund (each, a “Fund” and collectively, 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 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 liquidate the Funds (the “Liquidation Proposal”), as described below and in the enclosed Proxy Statement. /s/ Donald C. CacciapagliaQ.Why am I being asked to vote? Donald C. CacciapagliaA.PresidentA.
DWA Flexible Allocation Fund
DWA Sector Rotation Fund
All-Asset Conservative Strategy Fund
All-Asset Moderate Strategy Fund
All-Asset Aggressive Strategy Fund
portfolio holdings of the Fund in connection with the proposed liquidation, which are expected to be immaterial, 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. The enclosed proxy materials will be available online at .http://www.proxyonline.com/docs/clsfunds.pdf. FOR SPECIAL MEETING OF TO BE HELD ON FEBRUARY 21, 2017 1-800-888-2461 or at www.guggenheiminvestments.com. LIQUIDATION PROPOSAL Liquidation Funds’ proposed liquidation, please refer to the Contract To the Trust’s knowledge, the Trustees and officers of the Trust did not own in the aggregate 1% or more of the outstanding shares of the Funds as of the Record Date. $9,190. 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 with the proposed liquidation, which are expected to be immaterial, 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. Amended and Restated By-Laws (the “By-Laws”). Trust. Annual Portfolio Operating Expenses (% of average daily net assets) Management Fees Distribution and/or Shareholder Service (12b-1) Fees Other Expenses Acquired Fund Fees and Expenses Total Annual Fund Operating Expenses Annual Portfolio Operating Expenses (% of average daily net assets) Management Fees Distribution and/or Shareholder Service (12b-1) Fees Other Expenses Acquired Fund Fees and Expenses Total Annual Fund Operating Expenses Annual Portfolio Operating Expenses (% of average daily net assets) Management Fees Distribution and/or Shareholder Service (12b-1) Fees Other Expenses Acquired Fund Fees and Expenses Total Annual Fund Operating Expenses Annual Portfolio Operating Expenses (% of average daily net assets) Management Fees Distribution and/or Shareholder Service (12b-1) Fees Other Expenses Acquired Fund Fees and Expenses Total Annual Fund Operating Expenses Annual Portfolio Operating Expenses (% of average daily net assets) Management Fees Distribution and/or Shareholder Service (12b-1) Fees Other Expenses Acquired Fund Fees and Expenses Total Annual Fund Operating Expenses TrustQ. What are the tax implications and potential costs associated with the Plan of Liquidation? A. The liquidation and transfer of contract values in connection with the Liquidation Proposal will not create a U.S. federal income tax liability for Contract Owners, subject to the continued compliance through the Liquidation Date or transfer of contract values of both the Funds and the Participating Insurance Companies with the applicable U.S. federal income tax rules governing such arrangements. a SeriesFund will bear the explicit transaction costs associated with the sale or disposition ofRydex Variable TrustQ. Who is asking for my vote? A. Your vote is being solicited by the Trust for use at the Meeting for the purposes stated in the enclosed Notice of Special Meeting of Shareholders. Q. What vote is required to approve the Liquidation Proposal? A. The Plan of Liquidation must be approved by vote of a majority of the shares of each Fund entitled to vote. Q. Will my vote make a difference? A. Q. If I am a small investor, why should I bother to vote? A. 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. You may place your vote by mail with the enclosed voting instruction card, on the Internet through the website listed in the proxy voting instructions, by telephone using the toll-free number listed in the proxy voting instructions, or in person at the Meeting. You may use the enclosed postage-paid envelope to mail your voting instruction card. Please follow the enclosed instructions to use any of these voting methods. If you need more information on how to vote, or if you have any questions, please call the Funds’ proxy solicitation agent at the telephone number below. Proxies may be revoked prior to the Meeting by timely executing and submitting a revised proxy (following the methods noted above), by giving written notice of revocation to the Secretary of the Trust prior to the Meeting, or by voting in person at the Meeting. Q. Whom do I call if I have questions? A. We will be happy to answer your questions about this proxy solicitation. If you have questions, please call AST Fund Solutions, LLC’s information line at 1-800-967-4614. (800) 820-0888To be held August 22, 2013Dear Contract Holders: Rydex Variable Trust (the “Trust”) will hold a special meeting of shareholders of the DWA Flexible AllocationGlobal Diversified Equity Fund, DWA Sector Rotation Fund, All-Asset Conservative Strategy Fund, All-Asset Moderate StrategyGrowth and Income Fund and All-Asset Aggressive StrategyGlobal Growth Fund (each, a “Fund” and collectively, the “Funds”), each a separate series of theRydex Variable Trust (the “Trust”),will be held on August 22, 2013,February 21, 2017 at 1:00 p.m., Eastern Central Time, at the offices of Guggenheim Investments 805 King Farm Boulevard, Suite 600, Rockville, Maryland 20850, as adjourned from time to timelocated at 227 West Monroe Street, 7th Floor, Chicago, Illinois 60606 (and any postponements or adjournments thereof) (the “Special Meeting”“Meeting”). The Special Meeting is being held, for the following purposes:Proposal 1:1. To approveApprove a Plan of Liquidation providing forwith Regard to the liquidationGlobal Diversified Equity Fund, Growth and dissolution of the DWA Flexible Allocation Fund.Income Fund and Global Growth FundProposal 2:2. To approve a Plan of Liquidation providing forTransact Such Other Business as May Properly Come Before the liquidation and dissolution of the DWA Sector Rotation Fund.MeetingProposal 3:To approve a Plan of Liquidation providing for the liquidation and dissolution of the All-Asset Conservative Strategy Fund.Proposal 4:To approve a Plan of Liquidation providing for the liquidation and dissolution of the All-Asset Moderate Strategy Fund.Proposal 5:To approve a Plan of Liquidation providing for the liquidation and dissolution of the All-Asset Aggressive Strategy Fund.After careful consideration,Boardenclosed 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 Trusteesyour contract value to one or more of the Trust unanimously approvedFunds (each, a “Contract Owner”). Contract Owners who have selected one or more of the PlanFunds for investment through a Contract have a beneficial interest in those Funds, but do not invest directly in or hold shares of Liquidation and recommendsthe Funds. As a Contract Owner, you have the right to instruct the Participating Insurance Company that shareholders vote “FOR”issued your Contract on how shares of the Proposals.ShareholdersFund or Funds attributable to your Contract should be voted at the Meeting as though you are a direct shareholder of record atthose 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 June 26, 2013November 30, 2016 (the “Record Date”), you are entitled to notice of, and to vote at, the Special Meeting. Your is called to the accompanying Proxy Statement. You are requested toWe request that you complete, date, and sign the enclosed proxyvoting instruction card and return it promptly in the envelope provided for that purpose. Your proxyvoting instruction card also provides instructions for voting via telephone or the Internet if you wish to take advantage of these voting options. Proxies may be revoked at any timeprior 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 Special Meeting./s/ Amy J. LeeAmy J. LeeSecretaryDWA Flexible Allocation FundDWA Sector Rotation FundAll-Asset Conservative Strategy FundAll-Asset Moderate Strategy FundAll-Asset Aggressive Strategy FundEach a Series ofRydex Variable Trust(800) 820-0888To be held August 22, 2013Proxy Statement isproxy statement (the “Proxy Statement”) and enclosed notice and voting instruction card are being furnished in connection with the solicitation of proxies by the Board of Trustees (the “Board”) of Rydex Variable Trust (the “Trust”), on behalf. The proxies are being solicited for use at a special meeting of shareholders of the DWA Flexible AllocationTrust to be held on February 21, 2017 at 1:00 p.m. Central Time, at the offices of Guggenheim Investments located at 227 West Monroe Street, 7th Floor, Chicago, Illinois 60606 (and any postponements or adjournments thereof) (the “Meeting”). The Board has called the Meeting and is soliciting proxies from shareholders of the Global Diversified Equity Fund, DWA Sector Rotation Fund, All-Asset Conservative Strategy Fund, All-Asset Moderate StrategyGrowth and Income Fund and All-Asset Aggressive StrategyGlobal Growth Fund (each, a “Fund” and collectively, the “Funds”), each a separate series of the Trust, with respect to the following proposals (each, a “Proposal” and, collectively,(collectively, the “Proposals”“Liquidation Proposal”):Proposal 1:1. To approveApprove a Plan of Liquidation providing forwith Regard to the liquidationGlobal Diversified Equity Fund, Growth and dissolution of the DWA Flexible Allocation Fund.Income Fund and Global Growth FundProposal 2:2. To approve a Plan of Liquidation, providing forTransact Such Other Business as May Properly Come Before the liquidation and dissolution of the DWA Sector Rotation Fund.Proposal 3:To approve a Plan of Liquidation, providing for the liquidation and dissolution of the All-Asset Conservative Strategy Fund.Proposal 4:To approve a Plan of Liquidation, providing for the liquidation and dissolution of the All-Asset Moderate Strategy Fund.Proposal 5:To approve a Plan of Liquidation, providing for the liquidation and dissolution of the All-Asset Aggressive Strategy Fund.MeetingIt is expected thatNoticeinsurance companies that offer the Funds as underlying investment options (the “Participating Insurance Companies”) and have allocated a portion of Special Meeting of Shareholders, and the enclosed proxy card will be sentyour contract value to shareholders onone or about July 12, 2013.INTRODUCTIONWhy is the Special Meeting Being Held?At the Special Meeting of Shareholders (the “Special Meeting”), shareholders of each Fund will be asked to approve a Plan of Liquidation (the “Plan”), providing for the liquidation and dissolution of the Fund. In addition, such other business, not currently contemplated, that may properly come before the Special Meeting or any adjournment(s) thereof may be transacted in the discretion of the proxies or their substitutes.Why did you send me this booklet?Sharesmore 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 not offered directlya direct shareholder of those Funds. The Participating Insurance Company that issued your Contract will furnish this Proxy Statement to the public but are sold only to insurance companies andContract Owners participating in their separate accounts as the underlying investment medium for ownersthat have allocated a portion of variable annuity contracts and variable life insurance policies (together, “Variable Contracts”). As such, First Security Benefit Life Insurance and Annuity Company of New York, Security Benefit Life Insurance Company, Jefferson National Life Insurance Company, Nationwide Life Insurance Company and Midland National Life Insurance Company (collectively, the “Insurance Companies”) are the only shareholders of recordtheir contract values to one or more of the Funds. Funds (variable annuity contract holders and variable life insurance policy owners (together, “Contract Holders”) invested in the Fundsshareholders in connection with the Proposals. As such, and for ease of reference throughout theLiquidation Proposal. This Proxy Statement and the accompanying Notice and the voting instruction card were first mailed to shareholders on or about December 19, 2017.Holders may be referred to as “shareholders” of the Funds.YouOwners who have received this Proxy Statement because you have a Variable Contract issued by of one of the Insurance Companies and you are invested inselected one or more of the Funds. As such, you have the right to give voting instructions on shares of the Fund(s) that are attributable to your Variable Contract, if your voting instructions are properly submitted and received prior to the Special Meeting.This booklet also includes certain information about the AIM Investment Securities Fund (Invesco Investment Securities Funds) - Money Market Fund (Series I shares), Rydex Variable Trust - U.S. Government Money Market Fund, SBL Fund - Series C (Money Market), Nationwide Variable Insurance Trust - NVIT Money Market Fund (Class II Shares), and Variable Insurance Products Fund V (Fidelity Variable Insurance Products) - Money Market Portfolio (Service Class 2), as provided inAppendix A. If the Proposal(s) relating to the Fund(s) in which you own shares is approved by shareholders and you have not elected to move your contract value to a new investment option prior to the liquidation of the Fund(s), upon the liquidation of the Fund(s), your contract value will be reinvested in either the Rydex Variable Trust - U.S. Government Money Market Fund or the SBL Fund - Series C (Money Market) if you have a variable annuity issued by First Security Benefit Life Insurance and Annuity Company of New York or by Security Benefit Life Insurance Company; the AIM Investment Securities Fund (Invesco Investment Securities Funds) - Money Market Fund (Series I shares) if you have a variable annuity issued by Jefferson National Life Insurance Company; the Nationwide Variable Insurance Trust - NVIT Money Market Fund (Class II Shares) if you have a variable annuity issued by Nationwide Life Insurance Company; or the Variable Insurance Products Fund V (Fidelity Variable Insurance Products) - Money Market Portfolio (Service Class 2) if you have a variable annuity issued by Midland National Life Insurance Company. Please see “How are the proposed Plan and related transactions to be effected if the Funds’ shareholders approve the Proposals?” below for more information.2Who is asking for my vote?The Board is soliciting your vote for a special meeting of the Funds’ shareholders.Who is eligible to vote?Contract Holders with an investment in shares of the Funds as of the close of business on June 26, 2013 (the “Record Date”) are eligible to vote or instruct the Insurance Companies as to how to vote their shares.How do I vote?Shares of each Fund are sold to insurance companies and their separate accounts and are used as investment options under Variable Contracts. Contract Holders who select a Fund for investment through a Variable Contract have a beneficial interest in that Fund,the Funds, but do not invest directly in or hold shares of the Fund. An insurance company that uses a FundFunds. Participating Insurance Companies, which use the Funds as a funding vehicle, is, in most cases,vehicles, are the legal shareholderrecord owners of the FundFunds and as such, has solehave voting power with respect to the shares, but generally will pass through any voting rights to Contract Holders. Therefore, for separate accounts that are registered with the Securities and Exchange Commission (the “SEC”), an insurance company will request voting instructions from the Contract Holder and will vote shares or other interests in the separate account as directed by the Contract Holder. In the event that any Contract Holders fail to provide voting instructions with respect to separate accounts registered with the SEC, the Insurance Companies will vote the shares attributable to those Contract Holders for, against, or abstain, in the same proportion as the shares for which voting instructions were received from Contract Holders investing through the same separate account, even if onlyOwners. As a small number of Contract Holders provide voting instructions. The effect of proportional voting is that if a large number of Contract Holders fail to give voting instructions, a small number of Contract Holders may determine the outcome of the vote.Contract Holders permitted to give instructions to an Insurance Company and the number of shares for which such instructions may be given for purposes of voting at the Special Meeting, and any adjournment or postponement thereof, will be determinedshareholder as of the Record Date. In connection withclose of business on November 30, 2016 (the “Record Date”), you are entitled to notice of, and to vote at, the solicitation of such instructions from Contract Holders, it is expected thatMeeting.Insurance Companies will furnish a copy of thisLiquidation Proposal or about voting, please call AST Fund Solutions, LLC’s information line at 1-800-967-4614.to Contract Holders.If a shareholder wishes to participate in the Special Meeting, he or she may submit the proxy card that accompanies this Proxy Statement or attend the Special Meeting in person. All persons entitled to direct the voting of shares, whether they are Contract Holders or Insurance Companies are described asis available at http://www.proxyonline.com/docs/clsfunds.pdf. In addition, shareholders for purposes of this Proxy Statement. Shareholders can vote in one of four ways:By mail with the enclosed proxy card – be sure to sign, date and return it in the enclosed postage-paid envelope;Through the website listed in the proxy voting instructions;By telephone using the toll-free number listed in the proxy voting instructions; orIn person at the shareholder meeting on August 22, 2013.3When and where will the Special Meeting be held?The Special Meeting is scheduled to be held at the offices of Guggenheim Investments, 805 King Farm Boulevard, Suite 600, Rockville, Maryland 20850 on August 22, 2013 at 1:00 p.m., Eastern Time, and, if the Special Meeting is adjourned or postponed, at any adjournment(s) or postponement(s) of the Special Meeting.How can I obtain morefind important information about the Funds?Additional information about each Fund is availableFunds in that Fund’s prospectus, statement of additional information,the annual report, dated December 31, 2015, including financial reports for the fiscal year ended December 31, 2015, and semi-annual report and annual report to shareholders. Copies offor the Funds’ annual and semi-annual reports have previously been mailed to shareholders. This Proxy Statement should be read in conjunction with the annual and semi-annual reports. period ended June 30, 2016. You canmay obtain copies of thosethese reports without charge by writing to the Trust, at 805 King Farm Boulevard, Suite 600, Rockville, Maryland 20850, or by calling 888.820.0888.How does the Board recommend that I vote?The Board recommends that shareholders vote“FOR” the Proposals.PROPOSALSTHEA PLAN OF LIQUIDATIONWhat are the Proposals?regular meeting ofheld on November 17, 2016, the Board held on June 5, 2013,considered and approved a proposal to liquidate the Board, including those trustees who are not “interested persons”Funds pursuant to a plan of the Trust as defined in the Investment Company Actliquidation (the “Plan of 1940, as amended (the “1940 Act”) (the “Independent Trustees”Liquidation”), unanimously approved the Plan and directed that the Plan be submittedsubject to each Fund’sapproval by shareholders for approval. A copy of the form of the Plan, which provides for the complete liquidation of all assets of each Fund, is attached to this Proxy Statement asAppendix C.What are the reasons for the proposed liquidation and dissolutionFund. The Board based its approval on a number of the Funds?The Funds,factors, which are insurance dedicated funds offered through Variable Contracts issued bysummarized below, including the Insurance Companies, commenced operations on the following dates:FundInception DateDWA Flexible Allocation FundApril 28, 2010DWA Sector Rotation FundApril 28, 2010All-Asset Conservative Strategy FundOctober 27, 2006All-Asset Moderate Strategy FundOctober 27, 2006All-Asset Aggressive Strategy FundOctober 27, 2006The liquidations are part of a larger initiativerecommendation of Security Investors, LLC (the “Advisor” or “Guggenheim Investments”), the investment adviser of the Funds.reposition, rationalize and streamlineanother investment option available under the Guggenheim familyContracts.funds in order to reduce duplication among funds and strengthen the fund lineup overall. In addition, Guggenheim Investments is requesting the closure and liquidation of the Funds for the following specific reasons:4•AUM Growth Affects Fund Expenses and Sustainability: For the DWA Flexible Allocation Fund and DWA Sector Rotation Fund, each Fund has a three-year plus track record, and in the case of the All-Asset Conservative Strategy Fund, All-Asset Moderate Strategy Fund, and All-Asset Aggressive Strategy Fund, each Fund has a six-year plus track record, during which time asset growth has been minimal and the potential for growth seems unlikely. Considering that the asset size of each Fund is small, management does not anticipate that any of the Funds will be able to attract sufficient additional assets in the foreseeable future to maintain viability nor does management anticipate offering the Fund through new insurance or retirement products. Furthermore, management determined that maintaining the Funds at their current asset levels would not be beneficial in the long-term to shareholders. For example, the small asset base of the Funds makes it difficult for the Funds to take large positions in potentially attractive investment opportunities. Consequently, management determined that action should be taken to address the small asset size of the Funds.•Limited Advisor and Investor Appetite for the Funds:While each Fund, competing funds included in each Fund’s peer group, and the overall market environment, among other factors, were evaluated prior to launch, the demand for the Funds remains limited and below initial expectations. Since inception, each Fund has been less popular with the public than originally anticipated. Sales have been weak, and the Insurance Companies do not anticipate any future prospects for gathering substantial assets for the Funds. To illustrate, as of June 3, 2013, the Funds’ approximate assets under management were as follows:FundAssets Under ManagementDWA Flexible Allocation Fund$11,938,679DWA Sector Rotation Fund$14,253,134All-Asset Conservative Strategy Fund$11,443,325All-Asset Moderate Strategy Fund$20,223,746All-Asset Aggressive Strategy Fund$5,662,929•Alternatives to Closure and Liquidation: In considering a recommendation to liquidate, Guggenheim Investments generally evaluates several alternatives, including but not limited to continuing to operate without any change, amending the principal investment strategies, merger into a fund that provides similar investment exposure, and closure and liquidation. The timing of any effort to “retool” or revise a Fund’s principal investment strategies must correspond with a desire and need to deliver a new strategy to the marketplace, which is not the case at this time. The consideration of a possible merger requires an in-depth analysis, including the regulatory implications of such a merger, the likelihood of obtaining shareholder approval, the length of time needed to obtain a shareholder quorum, and the costs associated with undertaking a proxy, among other elements. After consideration, management concluded that due to costs associated with a fund merger, which would be borne by both management and shareholders of the Funds, fund mergers were not an appropriate option. Following the consideration of all of these factors, Guggenheim Investments determined that the termination and liquidation of each Fund is the best alternative currently available, and is in the best interests of each Fund’s shareholders. Accordingly, management recommended and the Board agreed that liquidation and dissolution of the Funds represents the most favorable course of action.How are the proposed Plan and related transactions to be effected if the Funds’ shareholders approve the Proposals?Plan will be effective on or about August 23, 2013 (the “Effective Date”). As soon as practicable, but in no event later than September 6, 2013 (the “Liquidation5Date”), the Funds will be liquidatedliquidate in accordance with the terms and conditions of the Plan. All portfolio securitiesPlan of the Funds not already converted to cash or cash equivalents will be converted to cash or cash equivalents.Between the Effective Date and the Liquidation Date (the “Liquidation Period”),Liquidation. The liquidation of each Fund will pay, discharge, or otherwise provide forinvolve, among other things, (i) the payment or discharge of, any and all its liabilities and obligationscessation of the Fund. If any Fund is unableFund’s business, which will include departing from its stated investment objective, strategies and policies as it prepares to pay, dischargedistribute its remaining assets to shareholders, (ii) converting the Fund’s portfolio securities and other assets into cash, cash equivalents or otherwise provide for anyother liquid assets, (iii) payment of its liabilities duringknown and reasonably ascertainable debts, (iv) the Liquidation Period, the Fund may: (i) retain cash or cash equivalents in an amount that it estimates is necessary to discharge any unpaid liabilities and obligationsdistribution of a liquidating distribution of the Fund onFund’s remaining assets in cash, in-kind or a combination of both, ratably according to the Fund’s books asnumber of the Liquidation Date; and (ii) pay such contingent liabilities as the Board shall reasonably deem to exist against the assets of the Fund on the Fund’s books.On the Liquidation Date, each Fund’s assets will be distributed ratably among its shareholders of record in one or more cash payments which will immediately be reinvested in the AIM Investment Securities Fund (Invesco Investment Securities Funds) - Money Market Fund (Series I shares), Nationwide Variable Insurance Trust - NVIT Money Market Fund (Class II Shares), Rydex Variable Trust - U.S. Government Money Market Fund, SBL Fund - Series C (Money Market), and Variable Insurance Products Fund V (Fidelity Variable Insurance Products) - Money Market Portfolio (Service Class 2), as applicable. The proportionate interests of shareholders in the assetsshares of each Fund shall be fixed on the basisshareholder as of their respective shareholdings at the close of business on the Liquidation Date, and subsequently,(v) otherwise winding-up the Fund’s booksbusiness and affairs. Until such time as the Funds are liquidated, each Fund will be closedcontinue to pay its contractual fees and operating expenses, subject to its current expense limitation agreement.law,Participating Insurance Companies, on behalf of a shareholder who has not yet transferred his or her contract value, liquidation proceeds equal to the shareholders’ respective interestsshareholder’s proportionate interest in the Fund will not be transferable or redeemable. The first distribution of each Fund’s assets is expected to consist of cash representing substantially all theremaining assets of the Fund, lessFund. The liquidation proceeds will be reinvested by the amount reserved to pay creditorsParticipating Insurance Companies on behalf of the Fund, if any.As discussed above, the Funds are only available asContract Owners in an alternative investment option for Variable Contracts issued by the Insurance Companies and to the trustees and custodians of certain Qualified Plans. Prior to the proposed liquidation, Contract Holders will be provided an opportunity to transfer their assets to the other portfolios available under their Variable Contracts. InContract pursuant to instructions received from the eventContract Owner. The Trust has been informed that, shareholdersif no voting instructions are received, the proceeds will be reinvested on behalf of the Fund(s) in which you own shares approve the Plan and you have not elected to move your contract value to a new investment option prior to the Funds’ Liquidation Date, upon the liquidation of the Fund(s) in which you own shares, your contract value will be reinvestedContract Owner in a default investment option until other instructions are received, as follows:SBLAIM Variable Insurance Funds (Invesco Variable Insurance Funds) - Invesco V.I. Government Money Market Fund - Series C (Money Market)(Series II shares), depending upon the investment options available to you under your Variable Contract.Investment Securities FundVariable Insurance Funds (Invesco Investment SecuritiesVariable Insurance Funds) - Invesco V.I. Government Money Market Fund (Series I shares).If you are a participant in a registered group annuity contracthold an individual annuity contract issued by Midland National Lifecontact their Participating Insurance Company your contract value will be6reinvested in the Variable Insurance Products Fund V (Fidelity Variable Insurance Products) - Money Market Portfolio (Service Class 2).A summary of eachfor more information regarding their transfer rights and alternative investment options, including any default investment option’soption, and how to deliver investment objective, principal investment strategies, risks, and expenses is includedinstructions to their Participating Insurance Company.Appendix A. Shareholders should read this information and each default investment option’s prospectus carefully before deciding to take advantage ofselecting the default investment options as someoptions.funds may have higher fees and expenses and different risks than others.AfterLiquidation Proposal will not create a U.S. federal income tax liability for Contract Owners, subject to the liquidationcontinued compliance through the Liquidation Date or transfer of contract values of both the Funds you will be providedand the Participating Insurance Companies with the applicable U.S. federal income tax rules governing such arrangements.notice about this reinvestment and will be informed that you may requestContract, including the impact of transfers of your contract value out of any of these funds pursuantvalues in anticipation or subsequent to the terms under your Variable Contract.Holders may have other portfolio options through their variable annuity and life insurance platforms. If you are a Contract Holder whose Variable Contract includes oneprospectus or more ofcontact the Funds as an investment option, please consult the current prospectus for your Variable Contract or call 1-800-355-4570 or 1-800-888-2461 if you are a First Security Benefit Life Insurance and Annuity Company of New York Contract holder, 1-800-888-2461 if you are a Security Benefit Life Insurance Company Contract Holder, 1-866-667-0561 if you are a Jefferson National Contract Holder, 1-800-848-6331 if you are a Nationwide Life Insurance Company Contract Holder or 1-866-747-3421 if you are a Midland National Life Insurance Company Contract Holder for more information on other investment options available to you and instructions on how to transfer your contract value.With respect to Contract Holders, after consulting with theParticipating Insurance Company that issued the pertinent Variable Contracts, management has advised that the liquidation of the Funds willyour Contract. Contract Owners are urged to consult their tax advisors with specific reference to their own tax situations.alter a Contract Holder’s rights or the obligations of the Insurance Company to that Contract Holder. In particular, the liquidation will not affect a Contract Holder’s right to transfer contract values among and between other investment options offered under their Variable Contracts. A Contract Holder would be able to transfer contract values outknow of any sub-account invested in the Funds free of charge at any time. In connection with the liquidation of the Funds, any such transfer out of a Fund or any of the default investment options described above within a period beginning 60 days before and ending 60 days after the Liquidation Date will notmatters to be counted for the purposes of applying any excessive trading policies. Contract Holders will continue to have the same rights they previously had to withdraw contract values allocated to the Funds under their Variable Contracts. Withdrawal of contract value may involve other charges (e.g., surrender charges) and other adverse consequences under the terms of the Variable Contracts, and Contract Holders should consult the prospectus for their Variable Contract.Information About the AIM Investment Securities Fund (Invesco Investment Securities Funds) - Money Market Fund (Series I shares), Nationwide Variable Insurance Trust - NVIT Money Market Fund (Class II Shares), Rydex Variable Trust - U.S. Government Money Market Fund, SBL Fund - Series C (Money Market) and Variable Insurance Products Fund V (Fidelity Variable Insurance Products) - Money Market Portfolio (Service Class 2)Appendix A contains certain information about the AIM Investment Securities Fund (Invesco Investment Securities Funds) - Money Market Fund (Series I shares), Nationwide Variable Insurance Trust - NVIT Money Market Fund (Class II Shares), Rydex Variable Trust - U.S. Government Money Market Fund, SBL Fund - Series C (Money Market) and Variable Insurance Products Fund V (Fidelity Variable Insurance Products) - Money Market Portfolio (Service Class 2), including a table comparing current operating expenses between each Fund and these funds. This information is summary in nature, and you should consult the prospectuses for the AIM Investment Securities Fund (Invesco Investment Securities Funds) - Money Market Fund (Series I shares), Nationwide Variable Insurance Trust - NVIT Money7Market Fund (Class II Shares), Rydex Variable Trust - U.S. Government Money Market Fund, SBL Fund - Series C (Money Market), or Variable Insurance Products Fund V (Fidelity Variable Insurance Products) - Money Market Portfolio (Service Class 2) for more complete information about these funds. In connection with the liquidation of the Funds, you will receive a prospectus of the AIM Investment Securities Fund (Invesco Investment Securities Funds) - Money Market Fund (Series I shares), Nationwide Variable Insurance Trust - NVIT Money Market Fund (Class II Shares), Rydex Variable Trust - U.S. Government Money Market Fund, SBL Fund - Series C (Money Market), or Variable Insurance Products Fund V (Fidelity Variable Insurance Products) - Money Market Portfolio (Service Class 2) if your contract value is reinvested in any of these funds, as applicable. There is no assurance that the AIM Investment Securities Fund (Invesco Investment Securities Funds) - Money Market Fund (Series I shares), Nationwide Variable Insurance Trust - NVIT Money Market Fund (Class II Shares), Rydex Variable Trust - U.S. Government Money Market Fund, SBL Fund - Series C (Money Market) or Variable Insurance Products Fund V (Fidelity Variable Insurance Products) -Money Market Portfolio (Service Class 2) will perform as expected or achieve its investment objective.More detailed information about the AIM Investment Securities Fund (Invesco Investment Securities Funds) - Money Market Fund (Series I shares), Nationwide Variable Insurance Trust - NVIT Money Market Fund (Class II Shares), Rydex Variable Trust - U.S. Government Money Market Fund, SBL Fund - Series C (Money Market), and Variable Insurance Products Fund V (Fidelity Variable Insurance Products) - Money Market Portfolio (Service Class 2) is available in each corresponding fund’s prospectus, statement of additional information, semi-annual report, and annual report to shareholders. The copies of each fund’s prospectus, statement of additional information, and semi-annual and annual reports can be obtained, without charge, by writing to your insurance carrierpresented at the following addresses:First Security Benefit Life Insurance and Annuity Company of New YorkPO Box 750497Topeka, Kansas 66675-0497Security Benefit Life Insurance CompanyPO Box 750497Topeka, Kansas 66675-0497Jefferson National Life InsuranceP.O. Box 36840Louisville, Kentucky 40233Nationwide FinancialP.O. Box 182021Columbus, Ohio 43218-2021Midland National Life Insurance CompanyP.O. Box 758547Topeka, Kansas 66675-8547Are there any federal income tax consequences?Liquidation ofMeeting other than as set forth in this Proxy Statement. If other business should properly come before the FundsMeeting, proxies will not result in tax implications for the Funds or the Contract Holders because the Funds are held through Variable Contracts. However, withdrawals of contract value from a Variable Contract may have adverse tax consequences, and you should consult your tax adviser before making such withdrawals.8Who pays the costs of the Funds’ liquidations?The Advisor, located at 805 King Farm Boulevard, Suite 600, Rockville, Maryland 20850, or an affiliate, will bear the costs of each Fund’s liquidation including the expense of soliciting the Fund’s shareholders for approval of the Plan. However, each Fund will bear the transaction costs (i.e., commissions) associated with the liquidation of the Fund’s securities. The estimated transaction costs for each Fund are as follows:FundEstimated Transaction CostsDWA Flexible Allocation Fund$2,078DWA Sector Rotation Fund$3,025All-Asset Conservative Strategy Fund$345All-Asset Moderate Strategy Fund$540All-Asset Aggressive Strategy Fund $110 Total $6,098 What is the required vote?Approval of each Fund’s Proposal by shareholders requires an affirmative vote of a majority of the votes cast that are entitled to vote on the Proposal.What happens if a Fund’s shareholders do not approve the Fund’s Proposal?If a Fund’s shareholders do not approve the Fund’s Proposal, the Fund will continue to be managedvoted in accordance with its current investment objective and policies, and the Board will determine what action, if any, should be taken.What is the recommendationjudgment of the Board?Based upon its review, the Board has determined that each Fund’s Proposal ispersons named in the best interestsaccompanying proxy card.that Fund and its shareholders. In making this determination, the Board took into account materials presented to the Board in advance of its decision, including a memorandum from management discussing management’s rationale for proposing the liquidation of the Funds. In particular, the Board considered the fact that management did not anticipate any future prospects for increasing the Funds’ assets under management and did not believe that continuing to manage the Funds at their current asset levels would be beneficial to the Funds or their shareholders. The Board also considered management’s recommendation to not reorganize the Funds into other existing funds included in the Guggenheim Investments family of funds because of the lack of a suitable fund with a complementary investment objective and strategies and the potential cost of a reorganization in comparison to the relatively low level of assets under management that the Funds would contribute to the existing fund in such a reorganization. The Board further considered the regulatory constraints involved in the reorganization of a variable fund, including the time needed to seek and obtain exemptive relief to carry out a reorganization of the Funds were a complementary fund within the fund complex to be identified. After consideration of these materials and factors and information it considered relevant, the Board, including all of the Independent Trustees, approved the Proposals and voted to recommend their approval to shareholders of the Funds. The Board is recommending that shareholders vote“FOR” each Proposal to approve the Plan on behalf of each Fund.9ADDITIONAL INFORMATIONCertain of the Funds’ Service ProvidersPrincipal Underwriter. Guggenheim Distributors, LLC (the “Distributor”),business located at 805 King Farm Boulevard, Suite 600, Rockville, Maryland 20850, serves as the distributor and principal underwriter for shares ofinvestment adviser to the Trust and the Funds under the general supervision and control of the Board and the officers of the Trust and pursuant to a distribution agreement between the Distributor and the Trust.Funds. The DistributorAdvisor 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 of Guggenheim Partners, LLC. The Advisor is an affiliate of Security Benefit CorporationLife Insurance Company (“Security Benefit”SBL”), which is a Participating Insurance Company.affiliateinvestment 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 Advisor.The Administrator. Rydex Fund Services, LLC (the “Administrator”), 805 King Farm Boulevard, Suite 600, Rockville, Maryland 20850, serves as the administrator, transfer agent, and accounting services agent for the Trust andassets of the Funds, in accordance with the investment objectives, policies, and limitations of each Fund, subject to the general supervision and control of the Advisor and the Board and the officers of the Trust, pursuant to an administration agreement between the Trust and the Administrator. The AdministratorTrust. CLS is a wholly-owned subsidiary of Security BenefitNorthStar 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.Advisor.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.Fund Number of Shares Outstanding Global Diversified Equity Fund 371,344 Growth and Income Fund 429,319 Global Growth Fund 127,564 Name and Address Global Diversified Equity Fund 76.74% 16.71% Growth and Income Fund 68.98% 25.20% Name and Address Global Growth Fund 50.94% 45.86% July 12, 2013,December 19, 2016, but proxies may also be solicited by telephone and/or in person by representatives of the Trust, regular employees of Guggenheim Investments,the Advisor or its affiliates,affiliate(s), or AST Fund Solutions, LLC, (“AST”), a private proxy services firm. If we have not received your vote as the date of the Special Meeting approaches, you may receive a telephone call from these parties to ask for your vote. ArrangementsTo the extent applicable and practicable, arrangements will be made with brokerage houses and other custodians, nominees, and fiduciaries to forward proxies and proxy materials to their principals.The costsSpecial Meeting, including the costsSolicitation/Liquidation. The cost of retaining AST preparation and mailing of the notice, proxy statement and proxy, and the solicitation of proxies, including reimbursement to broker-dealers and others who forwarded proxy materials to their clients,Fund Solutions, LLC will be borne by the Advisor and/or its affiliates. The estimated cost of retaining AST Fund Solutions, LLC is approximately $8,094.Voting.Voting. Shareholders of the Funds who own shares asat the close of business on the Record Date will be entitled to notice of, and to vote at, the Special Meeting. Shareholders areEach share is entitled to one vote forand each fractional share held andis entitled to a fractional votes for fractional shares held.vote. The number of shares of each Fund as to which voting instructions may be givenprovided to the Trust (or a Participating Insurance Company, as applicable) is determined by dividing the amount of the shareholder’s variable annuity or life insurance policyContract Owner’s contract value attributable to the Fund on the Record Date by the net asset value per share of the Fund as of the same date. AsRecord Date,total combined net asset value of the following shares of each Fund were issued and outstanding, representing the same number of votes:FundShares Issued and Outstanding as of Record DateDWA Flexible Allocation FundXXXDWA Sector Rotation FundXXXAll-Asset Conservative Strategy FundXXXAll-Asset Moderate Strategy FundXXXAll-Asset Aggressive Strategy FundXXX10The Insurance Companies who are knownentitled to have owned beneficially 5% or more of each Fund’s outstanding shares as of the Record Date are listed in Appendix B. As of the Record Date, the Trustees and officers, as a group, owned less than 1% of the outstanding shares of the Funds. As of the Record Date, there were no persons who were known to control the Funds.An Insurance Company that uses shares of a Fund as funding media for its Variable Contracts will vote, shares of the Fund held by its separate accounts in accordance with the instructions received from shareholders. An Insurance Company also will vote shares of a Fund held in such separate account for which it has not received timely instructions in the same proportion as it votes shares so held for which it has received instructions even in instances where a broker would be prevented from exercising discretion. “Broker non-votes,” therefore, will be voted by each Insurance Company just as any other shares for which the Insurance Company does not receive voting instructions. As a result, a small number of shareholders could determine the outcome of the vote if other shareholders fail to vote. An Insurance Company whose separate account invests in a Fund will vote shares held by its general account and its subsidiaries in the same proportion as other votes cast by its separate account in the aggregate.More than 50% of each Fund’s shares, represented in person or by proxy, will constitute a quorum for the Special Meeting and must be present in person or by proxy for the transaction of business at the Special Meeting. InMeeting with respect to the eventFund. Only proxies that are voted, abstentions and “broker non-votes” will be counted toward establishing a quorum, isbut abstentions and “broker non-votes” will not present atbe counted as shares voted (votes cast) with respect to the Special Meeting,Liquidation Proposal. “Broker non-votes” are shares held by a broker or a quorum is present but sufficient votesnominee as to approve onewhich instructions have not been received from the beneficial owners or more of the Proposals are not received, the persons named as proxies may propose one or more adjournments of the Special Meeting to permit further solicitation of proxies. Any such adjournment will require the affirmative vote of a majority of the Fund shares represented at the Special Meeting in person or by proxy (excluding abstentions). The persons named as proxies will vote those proxies that they are entitled to vote, FORand the broker or nominee does not have discretionary voting power.Proposalof its separate accounts for which it has not received timely voting instructions and/or for which a proxy card is not properly executed, in favorthe 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,an adjournmentits other separate accounts in the aggregate. Because the Participating Insurance Companies use proportional voting, the presence of the SpecialParticipating Insurance Companies at the Meeting and will vote those proxies requiredshall be sufficient to be voted AGAINST each Proposal against such adjournment. A shareholder voteconstitute a quorum for the transaction of business at the Meeting.taken onadjourned for any Proposal prior to any such adjournment if sufficient votes have been receivedreason consistent with applicable law and it is otherwise appropriate. As a practical matter, because the Insurance Companies own more than 50%Trust’s Declaration of each Fund’s sharesTrust and each Insurance Company is expected to be present at the Special Meeting, in person or by proxy, it is likely that there will be a quorum at the Special Meeting.proxyvoting instruction card will vote in accordance with your directions, if your proxy is received properly executed. If we receive your proxy, and it is executed properly, but you give no voting instructions with respect to any proposal, your shares will be voted “FOR” the Proposal or Proposals for which you are entitled to vote.Liquidation Proposal. The duly appointed proxies may, in their discretion,judgment, vote upon such other matters as may properly come before the Special Meeting.Special Meeting, you are requested to vote your shares by mail, the Internet or by telephoneby following the enclosed instructions. If you vote by telephone or Internet, please do not return your proxy card, unless you later elect to change your vote. IF YOU VOTE BY TELEPHONE OR INTERNET, PLEASE DO NOT RETURN YOUR VOTING INSTRUCTION CARD, UNLESS YOU LATER ELECT TO CHANGE YOUR VOTE. You may revoke your proxy: (a) at any time prior to its exercise by written notice of its revocation to the Secretary of the FundsTrust prior to the Special Meeting; (b) by the subsequent execution and timely return of another proxy prior to the Special Meeting;Meeting (following the methods noted above); or (c) by being present and voting in person at the Special Meeting and giving oral notice of revocation to the chairmanchair of the Special Meeting. However, attendance in-person at the Special Meeting, by itself, will not revoke a previously-tendered proxy.Vote.Vote. Approval of each Fund’sthe Liquidation Proposal requires the vote of a “majority of the outstanding voting securities” of that Fund, which means the vote of 67% or moremajority of the shares that are present at the Special Meeting, if the holders of more than 50% of the outstanding shares are present or represented by proxy, or the vote of more than 50% of the Fund’s outstanding shares, whichever is less. Accordingly, assumingeach Fund entitled to vote. Assuming the presence of a quorum, abstentions and broker non-votes have the effect of a negative vote on the Proposal.11Shareholders Sharing the Same Address.As permitted by law, only one copyvote. Approval of this Proxy Statement mayany other proposal would be delivered to shareholders residing at the same address, unless such shareholders have notified the Funds of their desire to receive multiple copies of the shareholder reports and proxy statements that the Funds send. If you would like to receive an additional copy, please contact the Funds by writingsubject to the Funds, or by calling the telephone number shown on the front page of this Proxy Statement. The Funds will then promptly deliver, upon request, a separate copy of the Proxy Statement to any shareholder residing at an address to which only one copy was mailed. Shareholders wishing to receive separate copies of the Funds’ shareholder reports and proxy statementsapplicable voting requirements as set forth in the future,Trust’s Declaration of Trust and shareholders sharing an address that wish to receive a single copy if they are receiving multiple copies, should also send a request as indicated.By-Laws.Trust at 805 King Farm Boulevard, Suite 600, Rockville, Maryland 20850.priorbefore the Trust begins to print and set the date of a meeting of shareholdersproxy materials to be considered for inclusion in the proxy materials for the meeting. Timely submission of a proposal does not, however, necessarily mean that the proposal will be included. Persons named as proxies for any subsequent shareholders’ meeting will vote in their discretionjudgment with respect to proposals submitted on an untimely basis.To ensure the presence of a quorum at the Special Meeting, prompt execution and return of the enclosed proxy is requested.self-addressed, postage-paid envelope is enclosed for your convenience.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. of the Board of Trustees,/s/ Donald C. CacciapagliaDonald C. CacciapagliaPresident12LIST OF APPENDICESAppendix A:Summary Information of the AIM Investment Securities Fund (Invesco Investment Securities Funds) - Money Market Fund (Series I shares), Nationwide Variable Insurance Trust - NVIT Money Market Fund (Class II Shares), Rydex Variable Trust - U.S. Government Money Market Fund, SBL Fund - Series C (Money Market), and Variable Insurance Products Fund V (Fidelity Variable Insurance Products) - Money Market Portfolio (Service Class 2)Appendix B:Beneficial and Record OwnersAppendix C:Plan of Liquidation13APPENDIX ASummary Information of the AIM Investment Securities Fund (Invesco Investment Securities Funds) - Money Market Fund (Series I shares), Nationwide Variable Insurance Trust - NVIT Money Market Fund (Class II Shares), Rydex Variable Trust - U.S. Government Money Market Fund, SBL Fund - Series C (Money Market) and Variable Insurance Products Fund V (Fidelity Variable Insurance Products) - Money Market Portfolio (Service Class 2)The following information is extracted from the Funds May 1, 2013 prospectus; the April 29, 2013 prospectus of the Money Market Fund (Series I shares), a separate series of AIM Investment Securities Fund (Invesco Investment Securities Funds); the May 1, 2013 prospectus of the NVIT Money Market Fund (Class II Shares), a separate series of Nationwide Variable Insurance Trust; the May 1, 2013 prospectus of the U.S. Government Money Market Fund, a separate series of Rydex Variable Trust; the April 30, 2013 prospectus, as supplemented May 9, 2013, of the Series C (Money Market), a separate series of SBL Fund; and the April 30, 2013 prospectus of the Money Market Portfolio (Service Class 2), a separate series of Variable Insurance Products Fund V (Fidelity Variable Insurance Products). Contract Holders should review the prospectuses of the AIM Investment Securities Fund (Invesco Investment Securities Funds) - Money Market Fund, Nationwide Variable Insurance Trust - NVIT Money Market Fund (Class II Shares), Rydex Variable Trust - U.S. Government Money Market Fund, SBL Fund - Series C (Money Market), and Variable Insurance Products Fund V (Fidelity Variable Insurance Products) - Money Market Portfolio (Service Class 2) carefully before making any investment decisions with respect to these funds.DWA Flexible Allocation Fund DWA
Flexible
Allocation
Fund AIM Investment
Securities Fund
(Invesco
Investment
Securities
Funds) - Money
Market Fund
(Series I shares) Nationwide
Variable
Insurance
Trust - NVIT
Money
Market Fund
(Class II
Shares) Rydex
Variable
Trust - U.S.
Government
Money
Market
Fund SBL
Fund -
Series C
(Money
Market) Variable Insurance
Products Fund V
(Fidelity Insurance
Products) - Money
Market Portfolio
(Service Class 2) 1.00 % 0.40 % 0.38 % 0.50 % 0.50 % 0.51 % None None 0.25 % None None 0.25 % 0.82 % 0.23 %** 0.20 % 0.77 % 0.21 % 0.14 % 0.26 % None 0.02 % None None None 2.08 %* 0.63 %*** 0.85 % 1.27 % 0.71 % 0.90 %*** *The Total Annual Fund Operating Expenses in this fee table may not correlate to the expense ratios in the Fund’s financial highlights and financial statements because the financial highlights and financial statements reflect only the operating expenses of the Fund and do not include Acquired Fund Fees and Expenses, which are fees and expenses incurred indirectly by the Fund through its investments in certain underlying investment companies.A-1**Other Expenses have been restated to reflect current fees.***The Adviser has contractually agreed, through at least June 30, 2014, to waive advisory fees and/or reimburse expenses of Series I shares to the extent necessary to limit Total Annual Fund Operating Expenses (excluding certain items discussed below) of Series I shares to 1.50% of average daily net assets. In determining the Adviser’s obligation to waive advisory fees and/or reimburse expenses, the following expenses are not taken into account, and could cause the Total Annual Fund Operating Expenses to exceed the numbers reflected above: (i) interest; (ii) taxes; (iii) dividend expense on short sales; (iv) extraordinary or non-routine items, including litigation expenses; (v) expenses that the Fund has incurred but did not actually pay because of an expense offset arrangement. Unless the Board of Trustees and Invesco Advisers, Inc. mutually agree to amend or continue the fee waiver agreement, it will terminate on June 30, 2014.****Differs from the ratios of expenses to average net assets in the Financial Highlights section of the prospectus because of acquired fund fees and expenses.DWA Sector Rotation Fund DWA
Sector
Rotation
Fund AIM Investment
Securities Fund
(Invesco
Investment
Securities
Funds) - Money
Market Fund
(Series I shares) Nationwide
Variable
Insurance
Trust - NVIT
Money
Market Fund
(Class II
Shares) Rydex
Variable
Trust - U.S.
Government
Money
Market
Fund SBL
Fund -
Series C
(Money
Market) Variable Insurance
Products Fund V
(Fidelity Insurance
Products) - Money
Market Portfolio
(Service Class 2) 1.00 % 0.40 % 0.38 % 0.50 % 0.50 % 0.51 % None None 0.25 % None None 0.25 % 0.82 % 0.23 %** 0.20 % 0.77 % 0.21 % 0.14 % 0.44 % None 0.02 % None None None 2.26 %* 0.63 %*** 0.85 % 1.27 % 0.71 % 0.90 %*** *The Total Annual Fund Operating Expenses in this fee table may not correlate to the expense ratios in the Fund’s financial highlights and financial statements because the financial highlights and financial statements reflect only the operating expenses of the Fund and do not include Acquired Fund Fees and Expenses, which are fees and expenses incurred indirectly by the Fund through its investments in certain underlying investment companies.**Other Expenses have been restated to reflect current fees.***The Adviser has contractually agreed, through at least June 30, 2014, to waive advisory fees and/or reimburse expenses of Series I shares to the extent necessary to limit Total Annual Fund Operating Expenses (excluding certain items discussed below) of Series I shares to 1.50% of average daily net assets. In determining the Adviser’s obligation to waive advisory fees and/or reimburse expenses, the following expenses are not taken into account, and could cause the Total Annual Fund Operating Expenses to exceed the numbers reflected above: (i) interest; (ii) taxes; (iii) dividend expense on short sales; (iv) extraordinary or non-routine items, including litigation expenses; (v) expenses that the Fund has incurred but did not actually pay because of an expense offset arrangement. Unless the Board of Trustees and Invesco Advisers, Inc. mutually agree to amend or continue the fee waiver agreement, it will terminate on June 30, 2014.****Differs from the ratios of expenses to average net assets in the Financial Highlights section of the prospectus because of acquired fund fees and expenses.A-2All-Asset Conservative Strategy Fund All-Asset
Conservative
Strategy
Fund AIM Investment
Securities Fund
(Invesco
Investment
Securities
Funds) - Money
Market Fund
(Series I shares) Nationwide
Variable
Insurance
Trust - NVIT
Money
Market Fund
(Class II
Shares) Rydex
Variable
Trust - U.S.
Government
Money
Market
Fund SBL
Fund -
Series C
(Money
Market) Variable Insurance
Products Fund V
(Fidelity Insurance
Products) - Money
Market Portfolio
(Service Class 2) None 0.40 % 0.38 % 0.50 % 0.50 % 0.51 % None None 0.25 % None None 0.25 % None 0.23 %** 0.20 % 0.77 % 0.21 % 0.14 % 0.75 % None 0.02 % None None None 0.75 %* 0.63 %*** 0.85 % 1.27 % 0.71 % 0.90 %*** *The Total Annual Fund Operating Expenses in this fee table may not correlate to the expense ratios in the Fund’s financial highlights and financial statements because the financial highlights and financial statements reflect only the operating expenses of the Fund and do not include Acquired Fund Fees and Expenses, which are fees and expenses incurred indirectly by the Fund through its investments in certain underlying investment companies.**Other Expenses have been restated to reflect current fees.***The Adviser has contractually agreed, through at least June 30, 2014, to waive advisory fees and/or reimburse expenses of Series I shares to the extent necessary to limit Total Annual Fund Operating Expenses (excluding certain items discussed below) of Series I shares to 1.50% of average daily net assets. In determining the Adviser’s obligation to waive advisory fees and/or reimburse expenses, the following expenses are not taken into account, and could cause the Total Annual Fund Operating Expenses to exceed the numbers reflected above: (i) interest; (ii) taxes; (iii) dividend expense on short sales; (iv) extraordinary or non-routine items, including litigation expenses; (v) expenses that the Fund has incurred but did not actually pay because of an expense offset arrangement. Unless the Board of Trustees and Invesco Advisers, Inc. mutually agree to amend or continue the fee waiver agreement, it will terminate on June 30, 2014.****Differs from the ratios of expenses to average net assets in the Financial Highlights section of the prospectus because of acquired fund fees and expenses.A-3All-Asset Moderate Strategy Fund All-Asset
Moderate
Strategy
Fund AIM Investment
Securities Fund
(Invesco
Investment
Securities
Funds) - Money
Market Fund
(Series I shares) Nationwide
Variable
Insurance
Trust - NVIT
Money
Market Fund
(Class II
Shares) Rydex
Variable
Trust - U.S.
Government
Money
Market
Fund SBL
Fund -
Series C
(Money
Market) Variable Insurance
Products Fund V
(Fidelity Insurance
Products) - Money
Market Portfolio
(Service Class 2) None 0.40 % 0.38 % 0.50 % 0.50 % 0.51 % None None 0.25 % None None 0.25 % None 0.23 %** 0.20 % 0.77 % 0.21 % 0.14 % 0.85 % None 0.02 % None None None 0.85 %* 0.63 %*** 0.85 % 1.27 % 0.71 % 0.90 %*** *The Total Annual Fund Operating Expenses in this fee table may not correlate to the expense ratios in the Fund’s financial highlights and financial statements because the financial highlights and financial statements reflect only the operating expenses of the Fund and do not include Acquired Fund Fees and Expenses, which are fees and expenses incurred indirectly by the Fund through its investments in certain underlying investment companies.**Other Expenses have been restated to reflect current fees.***The Adviser has contractually agreed, through at least June 30, 2014, to waive advisory fees and/or reimburse expenses of Series I shares to the extent necessary to limit Total Annual Fund Operating Expenses (excluding certain items discussed below) of Series I shares to 1.50% of average daily net assets. In determining the Adviser’s obligation to waive advisory fees and/or reimburse expenses, the following expenses are not taken into account, and could cause the Total Annual Fund Operating Expenses to exceed the numbers reflected above: (i) interest; (ii) taxes; (iii) dividend expense on short sales; (iv) extraordinary or non-routine items, including litigation expenses; (v) expenses that the Fund has incurred but did not actually pay because of an expense offset arrangement. Unless the Board of Trustees and Invesco Advisers, Inc. mutually agree to amend or continue the fee waiver agreement, it will terminate on June 30, 2014.****Differs from the ratios of expenses to average net assets in the Financial Highlights section of the prospectus because of acquired fund fees and expenses.A-4All-Asset Aggressive Strategy Fund All-Asset
Aggressive
Strategy
Fund AIM Investment
Securities Fund
(Invesco
Investment
Securities
Funds) - Money
Market Fund
(Series I shares) Nationwide
Variable
Insurance
Trust - NVIT
Money
Market Fund
(Class II
Shares) Rydex
Variable
Trust - U.S.
Government
Money
Market
Fund SBL
Fund -
Series C
(Money
Market) Variable Insurance
Products Fund V
(Fidelity Insurance
Products) - Money
Market Portfolio
(Service Class 2) None 0.40 % 0.38 % 0.50 % 0.50 % 0.51 % None None 0.25 % None None 0.25 % None 0.23 %** 0.20 % 0.77 % 0.21 % 0.14 % 0.88 % None 0.02 % None None None 0.88 %* 0.63 %*** 0.85 % 1.27 % 0.71 % 0.90 %*** *The Total Annual Fund Operating Expenses in this fee table may not correlate to the expense ratios in the Fund’s financial highlights and financial statements because the financial highlights and financial statements reflect only the operating expenses of the Fund and do not include Acquired Fund Fees and Expenses, which are fees and expenses incurred indirectly by the Fund through its investments in certain underlying investment companies.**Other Expenses have been restated to reflect current fees.***The Adviser has contractually agreed, through at least June 30, 2014, to waive advisory fees and/or reimburse expenses of Series I shares to the extent necessary to limit Total Annual Fund Operating Expenses (excluding certain items discussed below) of Series I shares to 1.50% of average daily net assets. In determining the Adviser’s obligation to waive advisory fees and/or reimburse expenses, the following expenses are not taken into account, and could cause the Total Annual Fund Operating Expenses to exceed the numbers reflected above: (i) interest; (ii) taxes; (iii) dividend expense on short sales; (iv) extraordinary or non-routine items, including litigation expenses; (v) expenses that the Fund has incurred but did not actually pay because of an expense offset arrangement. Unless the Board of Trustees and Invesco Advisers, Inc. mutually agree to amend or continue the fee waiver agreement, it will terminate on June 30, 2014.****Differs from the ratios of expenses to average net assets in the Financial Highlights section of the prospectus because of acquired fund fees and expenses.A-5AIM Investment Securities Fund (Invesco Investment Securities Funds) - Money Market Fund (Series I shares)Investment Objective(s)The Fund’s investment objective is to provide current income consistent with preservation of capital and liquidity.Principal Investment Strategies of the FundThe Fund invests primarily in high-quality U.S. dollar-denominated short-term debt obligations: (i) securities issued by the U.S. Government or its agencies; (ii) bankers’ acceptances, certificates of deposit, and time deposits from U.S. or foreign banks; (iii) repurchase agreements; (iv) commercial paper; (v) municipal securities; (vi) master notes; and (vii) cash equivalents.The Fund may engage in repurchase agreement transactions that are collateralized by cash or government securities. In addition, it may engage in repurchase agreement transactions that are collateralized by nongovernment securities such as equity securities that are rated investment grade and below investment grade by nationally recognized statistical rating organizations or unrated securities of comparable quality.The Fund invests primarily in those securities that are First Tier Securities (defined below) at the time of purchase.As permitted by Rule 2a-7 under the Investment Company Act of 1940 (Rule 2a-7), the Fund seeks to maintain a stable price of $1.00 per share by using the amortized cost method to value portfolio securities and rounding the share value to the nearest cent. The Fund invests in conformity with SEC rules and regulations requirements for money market funds for the quality, maturity, diversification and liquidity of investments. The Fund invests only in U.S. dollar-denominated securities maturing within 397 days of the date of purchase, with certain exceptions permitted by applicable regulations. The Fund maintains a dollar-weighted average portfolio maturity of no more than 60 days, and a dollar-weighted average portfolio maturity as determined without exceptions regarding certain interest rate adjustments under Rule 2a-7 of no more than 120 days. Each investment must be determined to present minimal credit risks by the Fund’s Adviser pursuant to guidelines approved by the Fund’s Board of Trustees, and must be an “Eligible Security” as defined under applicable regulations. First Tier Securities generally means Eligible Securities rated within the highest short-term category, an unrated security of comparable quality as determined by the Adviser under the supervision of the Board of Trustees, U.S. Government Securities as defined by applicable regulations,securities issued by other registered money market funds. Such securities may also include Rule 144A securities, which are subject to resale restrictions.The Fund may invest up to 50% of its assets in U.S. dollar denominated foreign securities. The Fund may also invest in securities, whether or not considered foreign securities, which carry foreign credit exposure.In selecting securities for the Fund’s portfolio, the portfolio managers focus on securities that offer safety, liquidity, and a competitive yield. The Adviser conducts a credit analysis of each potential issuer prior to the purchase of its securities.The portfolio managers normally hold portfolio securities to maturity, but may sell a particular security when they deem it advisable, such as when market or credit factors materially change.A-6Principal Risks of Investing in the FundAs with any mutual fund investment, loss of money is a risk of investing. An investment in the Fund is not a deposit in a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other governmental agency. Although the Fund seeks to preserve the value of your investment at $1.00 per share, you may lose money by investing in the Fund. The risks associated with an investment in the Fund can increase during times of significant market volatility. The principal risks of investing in the Fund are:Cash/Cash Equivalents Risk. Holding cash or cash equivalents may negatively affect performance.Counterparty Risk. Counterparty risk is the risk that the other party to the contract will not fulfill its contractual obligations, which may cause losses or additional costs to the Fund.Credit Risk. The issuer of instruments in which the Fund invests may be unable to meet interest and/or principal payments, thereby causing its instruments to decrease in value and lowering the issuer’s credit rating.Foreign Credit Exposure Risk. U.S. dollar-denominated securities carrying foreign credit exposure may be affected by unfavorable political, economic or governmental developments that could affect payments of principal and interest.Foreign Securities Risk. The Fund’s foreign investments may be affected by changes in a foreign country’s exchange rates, political and social instability, changes in economic or taxation policies, difficulties when enforcing obligations, decreased liquidity, and increased volatility. Foreign companies may be subject to less regulation resulting in less publicly available information about the companies.Industry Focus Risk. To the extent the Fund invests in securities issued or guaranteed by companies in the banking and financial services industries, the Fund’s performance will depend on the overall condition of those industries, which may be affected by the following factors: the supply of short-term financing, changes in government regulation and interest rates, and the overall economy.Interest Rate Risk. Interest rate risk refers to the risk that bond prices generally fall as interest rates rise; conversely, bond prices generally rise as interest rates fall. Specific bonds differ in their sensitivity to changes in interest rates depending on their individual characteristics, including duration.Liquidity Risk. The Fund may hold illiquid securities that it may be unable to sell at the preferred time or price and could lose its entire investment in such securities.Management Risk. The investment techniques and risk analysis used by the Fund’s portfolio managers may not produce the desired results.Market Risk. The prices of and the income generated by the Fund’s securities may decline in response to, among other things, investor sentiment, general economic and market conditions, regional or global instability, and interest rate fluctuations.Money Market Fund Risk. Although the Fund seeks to preserve the value of your investment at $1.00 per share, you may lose money by investing in the Fund. The share price of money market funds can fall below the $1.00 share price. You should not rely on or expect the Fund’s adviser or its affiliates to enter into support agreements or take other actions to maintain the Fund’s $1.00 share price. The credit qualityTrustee of the Fund’s holdings can change rapidly in certain markets, and the default of a single holding couldA-7have an adverse impact on the Fund’s share price. The Fund’s share price can also be negatively affected during periods of high redemption pressures and/or illiquid markets. Further regulation could impact the way the Fund is managed, possibly negatively impacting its return. Additionally, the Fund’s yield will vary as the short-term securities in its portfolio mature or are sold and the proceeds are reinvested in other securities.Municipal Securities Risk. The Fund may invest in municipal securities. Constitutional amendments, legislative enactments, executive orders, administrative regulations, voter initiatives, and the issuer’s regional economic conditions may affect the municipal security’s value, interest payments, repayment of principal and the Fund’s ability to sell it. Failure of a municipal security issuer to comply with applicable tax requirements may make income paid thereon taxable, resulting in a decline in the security’s value. In addition, there could be changes in applicable tax laws or tax treatments that reduce or eliminate the current federal income tax exemption on municipal securities or otherwise adversely affect the current federal or state tax status of municipal securities.Reinvestment Risk. Reinvestment risk is the risk that a bond’s cash flows (coupon income and principal repayment) will be reinvested at an interest rate below that on the original bond.Repurchase Agreement Risk. If the seller of a repurchase agreement defaults or otherwise does not fulfill its obligations, the Fund may incur delays and losses arising from selling the underlying securities, enforcing its rights, or declining collateral value. These risks are magnified to the extent that a repurchase agreement is secured by securities other than cash or U.S. Government securities.U.S. Government Obligations Risk. The Fund may invest in obligations issued by U.S. Government agencies and instrumentalities that may receive varying levels of support from the government, which could affect the Fund’s ability to recover should they default.Variable-Rate Demand Notes Risk. The absence of an active secondary market for certain variable and floating rate notes could make it difficult to dispose of the instruments, and a portfolio could suffer a loss if the issuer defaults during periods in which a portfolio is not entitled to exercise its demand rights.FEES AND EXPENSESThis table describes the fees and expenses that are incurred, directly or indirectly, when a variable product owner buys, holds, or redeems interest in an insurance company separate account that invests in the Series I shares of the Fund but does not represent the effect of any fees or other expenses assessed in connection with your variable product, and if it did, expenses would be higher.Shareholder Fees (fees paid directly from your investment)Class: Series I sharesMaximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price)N/AMaximum Deferred Sales Charge (Load) (as a percentage of original purchase price or redemption proceeds, whichever is less)N/AAnnual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)Class: Series I sharesManagement Fees0.40%
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A-9
Nationwide Variable Insurance Trust - NVIT Money Market Fund (Class II Shares)
OBJECTIVE
The Fund seeks as high a level of current income as is consistent with preserving capital and maintaining liquidity. The Fund is a money market fund that seeks to maintain a stable net asset value of $1.00 per share.
PRINCIPAL INVESTMENT STRATEGIES
The Fund invests primarily in a portfolio of high-quality, fixed-income securities that mature in 397 days or less. These securities are issued by banks, corporations and the U.S. government, and may include asset-backed securities, shares of other money market mutual funds, and obligations of states, municipalities and foreign governments. The Fund may purchase foreign money market securities, although all obligations held by the Fund must be denominated in U.S. dollars. The Fund may invest in floating and variable-rate obligations and may enter into repurchase agreements. The Fund maintains a dollar-weighted average maturity of no more than 60 days, and a weighted average life of no more than 120 days.
Because the Fund invests in short-term securities, the Fund’s subadviser generally sells securities only to meet liquidity needs, to maintain target allocations or to take advantage of more favorable opportunities.
PRINCIPAL RISKS
Investments in the Fund are not bank deposits and are not insured or guaranteed by the Federal Deposit Insurance Corporation (FDIC) or any other government agency. While the Fund seeks to preserve capital, there can be no guarantee that the Fund will meet its objective or be able to maintain a fixed net asset value of $1.00 per share; therefore, you could lose money.
There is no guarantee that the Fund will provide a certain level of income or that any such income will stay ahead of inflation. Further, the Fund’s yield will vary; it is not fixed for a specific period like the yield on a bank certificate of deposit. A low interest rate environment may prevent the Fund from providing a positive yield or from paying Fund expenses out of current income without impairing the Fund’s ability to maintain a stable net asset value.
Other risks of investing in the Fund include:
Interest rate risk– generally, when interest rates go up, the value of fixed-income securities goes down. Prices of longer-term securities generally change more in response to interest rate changes than prices of shorter-term securities. To the extent the Fund invests a substantial portion of its assets in fixed income securities with longer-term maturities, rising interest rates may cause the value of the Fund’s investments to decline significantly.
Credit risk– an issuer may be unable to pay the interest or principal when due. If an issuer defaults, the Fund may lose money. Changes in a bond issuer’s credit rating or the market’s perception of an issuer’s creditworthiness may also affect the value of a bond.
Liquidity risk – the risk that the Fund will experience significant net redemptions of Fund shares at a time when it cannot find willing buyers for its portfolio securities or can only sell its portfolio securities at a material loss. An inability to sell portfolio securities may result from adverse market developments or investor perceptions regarding the portfolio securities. While the Fund endeavors to maintain a high level
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of liquidity in its portfolio so that it can satisfy redemption requests, the Fund’s ability to sell portfolio securities can deteriorate rapidly due to credit events affecting particular issuers or credit enhancement providers, or due to general market conditions and a lack of willing buyers.
Asset-backed securities risk– asset-backed securities are generally subject to the same types of risk that apply to other fixed-income securities, such as interest rate risk and credit risk. The credit quality of most asset-backed securities depends primarily on the credit quality of the assets underlying such securities, how well the entity issuing the security is insulated from the credit risk of the originator or any other affiliated entities, and the amount and quality of any credit enhancement of the securities.
Repurchase agreements risk– exposes the Fund to the risk that the party that sells the securities to the Fund may default on its obligation to repurchase them.
Foreign securities risk– foreign securities may be more volatile, harder to price and less liquid than U.S. securities.
Investments in other money market mutual funds – to the extent that the Fund invests in shares of other money market mutual funds, its performance is directly tied to the performance of such other funds. If one of these other money market mutual funds fails to meet its objective, the Fund’s performance could be negatively affected. In addition, Fund shareholders will pay a proportionate share of the fees and expenses of such other money market mutual fund (including applicable management, administration and custodian fees) as well as the Fund’s direct expenses. Any such other money market mutual fund will not charge any front-end sales loads, contingent deferred sales charges or Rule 12b-1 fees.
In addition to these risks, the Fund’s portfolio managers may select securities that underperform the money markets, the Fund’s benchmark or other mutual funds with similar investment objectives and strategies.If the value of the Fund’s investments goes down, you may lose money.
FEES AND EXPENSES
The following table describes the fees and expenses that you may pay when buying and holding shares of the Fund. The fees and expenses do not include sales charges and other expenses that may be imposed by variable insurance contracts. If these amounts were reflected, the fees and expenses would be higher than shown. Such sales charges and other expenses are described in the variable insurance contract’s prospectus.
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A-11
Rydex Variable Trust - U.S. Government Money Market Fund
INVESTMENT OBJECTIVE
The U.S. Government Money Market Fund (the “Fund”) seeks to provide security of principal, high current income, and liquidity.
PRINCIPAL INVESTMENT STRATEGIES
The Fund invests primarily in money market instruments issued or guaranteed as to principal and interest by the U.S. government, its agencies or instrumentalities, and enters into repurchase agreements collateralized fully by U.S. government securities. The Fund also may invest in other securities that are determined to be “Eligible Securities” as defined in Rule 2a-7 of the Investment Company Act of 1940 (the “1940 Act”), including, but not limited to Eurodollar Time Deposits, securities issued by the International Bank for Reconstruction and Development (also known as The World Bank), and high-quality commercial paper certificates of deposit, and short-term corporate bonds. The Fund operates in compliance with U.S. Securities and Exchange Commission (the “SEC”) rules, including Rule 2a-7, which impose certain liquidity, maturity and diversification requirements on all registered money market funds. All securities purchased by the Fund must have remaining maturities of 397 days or less, and must be found by the Advisor to represent minimal credit risk and be of eligible quality.
Under normal circumstances, the Fund will invest at least 80% of its net assets, plus any borrowings for investment purposes, in government securities as defined by Section 2(a)(16) of the 1940 Act (and derivatives thereof). Section 2(a)(16) of the 1940 Act defines “government security” to mean any security issued or guaranteed as to principal or interest by the United States, or by a person controlled or supervised by and acting as an instrumentality of the government of the United States pursuant to authority granted by the Congress of the United States; or any certificate of deposit for any of the foregoing.
PRINCIPAL RISKS
As with all mutual funds, a shareholder is subject to the risk that his or her investment could lose money. In addition to this risk, the Fund is subject to a number of additional risks that may affect the value of its shares, including:
CREDIT RISK– The Fund could lose money if the issuer or guarantor of a debt instrument in which it invests becomes unwilling or unable to make timely principal and/or interest payments, or to otherwise meet its obligations.
INCOME RISK – Income Risk involves the potential for decline in the Fund’s yield (the rate of dividends the Fund pays) in the event of declining interest rates.
INTEREST RATE RISK – The market value of fixed income investments and related financial instruments will change in response to interest rate changes. During periods of falling interest rates, the values of fixed income securities generally rise. Conversely, during periods of rising interest rates, the values of such securities generally decline.
REPURCHASE AGREEMENT RISK– The Fund’s investment in repurchase agreements may be subject to market and credit risk with respect to the repurchase agreement counterparty and underlying collateral securing the repurchase agreements. Investments in repurchase agreements also may be subject to the risk that the market value of the underlying obligations may decline prior to the expiration of the repurchase agreement term.
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STABLE PRICE PER SHARE RISK – The Fund’s assets are valued using the amortized cost method, which enables the Fund to maintain a stable price of $1.00 per share. Although the Fund is managed to maintain a stable price per share of $1.00, there is no guarantee that the price will be constantly maintained, and it is possible to lose money.
FEES AND EXPENSES OF THE FUND
This table describes the fees and expenses that you may pay if you buy and hold shares of the Fund. Owners of variable annuity and insurance contracts that invest in the Fund also should refer to the variable insurance contract prospectus for a description of fees and expenses that may be deducted at the separate account level or contract level for any charges that may be incurred under a contract. If the information below were to reflect the deduction of insurance charges, fees and expenses would be higher.
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SBL Fund - Series C (Money Market)
INVESTMENT OBJECTIVE
Series C seeks as high a level of current income as is consistent with preservation of capital by investing in money market securities with varying maturities.
PRINCIPAL INVESTMENT STRATEGIES
Series C pursues its objective by investing in a diversified and liquid portfolio of high-quality money market instruments. Generally, the Series is required to invest its assets in the securities of issuers with the highest short-term credit rating, and it may not invest more than 3% of its assets in securities with the second-highest short-term credit rating. Unlike a traditional money market fund, the Series does not seek to maintain a stable share price of $1.00 and it is possible to lose money by investing in the Series. The Series is subject to certain portfolio quality, maturity, diversification and liquidity requirements under the federal securities laws, including the following:
Maintain a dollar-weighted average portfolio maturity of 60 calendar days or less and a dollar weighted average life to maturity of 120 calendar days or less
Invest only I high-quality, dollar-denominated, short-term obligations.
A money market instrument is a short-term debt instrument issued by banks or other U.S. corporations, or the U.S. government or state or local governments. Money market instruments have limited maturity dates and may include certificates of deposit, bankers’ acceptances, variable rate demand notes, fixed-term obligations, commercial paper, asset-backed commercial paper and repurchase agreements. Money market instruments may also include certain securities with limitations on resale (i.e., “restricted securities,” which include Rule 144A securities that are eligible for resale to qualified institutional buyers).
Security Investors, LLC, also known as Guggenheim Investments (the “Investment Manager”), attempts to increase return and manage risk by (1) selecting securities that mature at regular intervals over the life of the portfolio; (2) purchasing only instruments that have minimal credit risk, as determined by Guggenheim Investments, and that have received a rating from the requisite nationally recognized statistical rating organizations in one of the two highest short-term categories or an unrated security that is of comparable quality; and (3) constantly evaluating alternative investment opportunities for diversification without additional risk.
PRINCIPAL RISKS
An investment in the Series is not a deposit of a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other governmental agency. It is possible to lose money by investing in the Series. The principal risks of investing in the Series are listed below.
Credit Risk – The Series could lose money if the issuer of a bond is unable to repay interest and principal on time or defaults. The issuer of a bond could also suffer a decrease in quality rating, which would affect the volatility of the price and liquidity of the bond.
Interest Rate Risk – Investments in fixed-income securities are subject to the possibility that interest rates could rise sharply, causing the value of the Series’ securities and share price to decline. Fixed income securities with longer durations are subject to more volatility than those with shorter durations.
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Market Risk – The market value of the securities held by the Series may fluctuate as a result of factors affecting individual companies or other factors such as changing economic, political or financial market conditions. Moreover, changing economic, political or financial market conditions in one country or geographic region could adversely impact the market value of the securities held by the Series in a different country or geographic region. The Series may not maintain a positive yield. In addition, unlike a traditional money market fund, the Series does not seek to maintain a stable share price of $1.00. As a result, the Series’ share price, which is its net asset value per share, will vary.
Liquidity Risk – Although the Series primarily invests in a diversified portfolio of high quality instruments of governmental and private issuers, the Series’ investments may become less liquid as a result of market developments or adverse investor perception.
Prepayment Risk – Securities subject to prepayment risk generally offer less potential for gains when interest rates decline, because issuers of the securities may be able to prepay the principal due on the securities, and may offer a greater potential for loss when interest rates rise.
Regulatory Risk – Regulations of money market funds are evolving. New regulations may affect negatively the Series’ performance, yield and cost.
Restricted Securities Risk – Restricted securities generally cannot be sold to the public and may involve a high degree of business, financial and liquidity risk, which may result in substantial losses to the Series.
FEES AND EXPENSES OF THE SERIES
This table describes the fees and expenses that you may pay if you buy and hold shares of the Series. The table below does not take into account any of the expenses associated with an investment in variable insurance products offered by participating insurance companies. If such fees and expenses were reflected, the overall expenses would be higher.
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Variable Insurance Products Fund V (Fidelity Insurance Products) - Money Market Portfolio (Service Class 2)
INVESTMENT OBJECTIVE
The fund seeks as high a level of current income as is consistent with preservation of capital and liquidity.
PRINCIPAL INVESTMENT STRATEGIES
Investing in U.S. dollar-denominated money market securities of domestic and foreign issuers and repurchase agreements.
Potentially entering into reverse repurchase agreements.
Investing more than 25% of total assets in the financial services industries.
Investing in compliance with industry-standard regulatory requirements for money market funds for the quality, maturity, and diversification of investments.
PRINCIPAL INVESTMENT RISKS
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An investment in the fund is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. Although the fund seeks to preserve the value of a shareholder’s investment at $1.00 per share, it is possible to lose money by investing in the fund.
FEE TABLE
The following table describes the fees and expenses that may be incurred, directly or indirectly, when you, as a variable product owner, buy and hold interests in a separate account that invests in shares of the fund. The table does not include any fees or other expenses of any variable annuity or variable life insurance product; if it did, overall fees and expenses would be higher.
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APPENDIX B
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL AND RECORD OWNERS
The following tables provide information about the persons or entities who, to the knowledge of the Funds, owned beneficially or of record 5% or more of any class of each Fund’s outstanding shares as of June 26, 2013:
DWA Flexible Allocation Fund
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DWA Sector Rotation Fund
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All-Asset Conservative Strategy Fund
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All-Asset Moderate Strategy Fund
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All-Asset Aggressive Strategy Fund
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APPENDIX C
A(“Plan”(the “Plan”) concerns the DWA Flexible AllocationGlobal Diversified Equity Fund, DWA Sector Rotation Fund, All-Asset Aggressive Strategy Fund, All-Asset Moderate StrategyGrowth and Income Fund and All-Asset Conservative StrategyGlobal Growth Fund (each, a “Fund” and collectively, the “Funds”), each a separate series of Rydex Variable Trust (the “Trust”). The Trust is organized and existing as a statutory trust under the laws of the State of Delaware. The Trust is registered with the U.S. Securities and Exchange Commission (the “SEC”) as an open-end management investment company under 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.June 5, 2013,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;1. Plan.Plan. This Plan shall be and become effective, with respect to each Fund, only upon the adoption 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.”2. September 6, 2013[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”).3.
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| 4. | Cessation 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 |
| 5. | Payments of Debts. As soon as reasonable 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 known to the Fund or reasonably ascertainable by the Fund. |
| 6. | Liquidation of Assets. As soon as reasonable and practicable after the Effective Date, the Advisor shall use all commercially reasonable efforts to sell all of each Fund’s portfolio assets for cash no later than the Liquidation Date 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 prior to the Liquidation Date, each Fund shall have the authority to engage in such transactions as may be appropriate to complete liquidation with no further approvals by the Board except as required by law. |
| 7. | Liquidating |
| 8. | Satisfaction of Federal Income and Excise Tax Distribution Requirements. If necessary, each Fund shall, by the Liquidation Date, have declared and paid a dividend or dividends which, together with all previous such dividends, shall have the effect of distributing to the Fund’s shareholders all of the Fund’s investment company taxable income for the taxable years ending at or prior to the Liquidation Date (computed without regard to any deduction for dividends paid), and all of the Fund’s net capital gain, if any, realized in the taxable years ending at or prior to the Liquidation Date (after reduction for any capital loss carry-forward) and any additional amounts necessary to avoid any excise tax for such periods. Alternatively, each |
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| 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 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 |
| 10. | Restriction on Transfer 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 laws of the State of Delaware or otherwise, the shareholders’ respective interests in the Funds’ assets shall not be transferable. |
| 11. | Power of Board of Trustees. The Board and, subject to the direction of the Board, the officers of the Trust, shall have authority to do 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 out the purposes of this Plan, including the creation of a liquidating trust for the benefit of shareholders as 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. |
| 12. | Amendment of Plan. The Board |
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| Signature (and title if applicable) | Date | ||||||||
| 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. |
adjournments thereof (the “Meeting”).
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THREE OPTIONS FOR VOTING YOUR PROXY
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February 21, 2017.
ITYOUR SIGNATURE IS IMPORTANT THAT PROXIESREQUIRED FOR YOUR VOTE TO BE VOTED PROMPTLY. EVERY SHAREHOLDER’S VOTE
IS IMPORTANT.
RYDEX VARIABLE TRUST
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| Signature (and title if applicable) | Date |
ThisTRUSTEES AND THE PROPOSAL (SET FORTH BELOW) HAS BEEN PROPOSED BY THE BOARD OF TRUSTEES.
Please vote, date and sign this proxy card and return it promptly in the enclosed envelope
THE PROPOSAL.
PROPOSAL:
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TAG ID:BAR CODECUISP
