UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No.)
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[X] Preliminary Proxy Statement
[ ] CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY RULE
14A-6(E)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to [Section]240.14a-12
(Name of Registrant as Specified In Its Charter)
RYDEX VARIABLE TRUST
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on
which the filing fee is calculated and state how it was
determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
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(4) Date Filed:
RYDEX VARIABLE TRUST
Dear Insurance Product Owner and Shareholder:
I am writing to you on an important matter relating to the Rydex|SGI
family of funds (the "Funds"). On September 20, 2011, Security Investors, LLC,
the Funds' investment adviser, that operates under the name Rydex Investments
(the "Investment Adviser"), an indirect wholly-owned subsidiary of an entity
that is managed by a subsidiary of Guggenheim Capital, LLC ("Guggenheim
Capital"), announced a transaction whereby Guggenheim Capital will acquire 100%
of the Investment Adviser and certain affiliated businesses. This transaction is
expected to be completed in late 2011 or early 2012.
This transaction will not result in material changes to the day-to-day
management and operations of the Funds or any increase in fees. For example, the
portfolio managers of the Funds will remain the same and your daily experience
in dealing with the Funds will remain unchanged. However, for legal reasons, the
transaction would terminate the Funds' investment advisory agreements with the
Investment Adviser and any sub-advisory agreements unless you approve new,
substantially identical, agreements.
Accordingly, by this joint proxy statement, we are requesting that you
vote to approve investment advisory agreements and, as applicable, sub-advisory
agreements to take the place of the current agreements, so that the Investment
Adviser, and, as applicable, any sub-adviser, may continue to manage the Funds
after the transaction is completed in a manner that is substantially similar to
the current management of the Funds. The Funds are available as investment
options under variable annuity contracts and variable life insurance policies
("insurance products").
In addition, you will be asked to consider and approve: (i) the election
of nine individuals to the Board of Trustees of Rydex Variable Trust; and (ii) a
"manager of managers" arrangement for each of the Funds to permit the Investment
Adviser, subject to prior approval by the Board of Trustees, to retain
sub-advisers or amend the terms of an existing sub-advisory agreement without
shareholder approval where the sub-adviser is not affiliated with the Investment
Adviser, subject to certain conditions set forth in an order previously granted
to the Investment Adviser by the U.S. Securities and Exchange Commission.
If you are a shareholder of the Rydex Variable Trust U.S. Government
Money Market Fund (the "Money Market Fund"), we are also requesting that you
vote to approve the elimination of the Money Market Fund's fundamental
investment policy on investing in other investment companies.
A Special Joint Meeting of Shareholders (the "Meeting") of each of the
Funds, including the Funds listed in an attachment to the Notice of Special
Joint Meeting of Shareholders, has been scheduled for November 22, 2011 to vote
on these matters. If you are a shareholder or insurance product owner of record
of any of the Funds as of the close of business on October 3, 2011, you are
entitled to vote at the Meeting and any adjournment of the Meeting, even if you
no longer own Fund shares or an insurance product.
Pursuant to these materials, you are being asked to approve proposals for
the Funds of Rydex Variable Trust, as noted above. Please note that you may
receive similar materials if you own shares of other Funds in the Rydex|SGI fund
complex asking you to approve proposals for the other Funds.
You can vote in one of four ways:
o By mail with the enclosed proxy card -- be sure to sign, date and
return it in the enclosed postage-paid envelope,
o Through the web site listed in the proxy voting instructions,
o By telephone using the toll-free number listed in the proxy voting
instructions, or
o In person at the shareholder meeting on November 22, 2011.
We encourage you to vote over the Internet or by telephone, using the
voting control number that appears on your proxy card. Your vote is extremely
important. Shareholder meetings of the Funds do not generally occur with great
frequency, so we ask that you take the time to carefully consider and vote on
these important proposals. Please read the enclosed information carefully before
voting. If you have questions, please call The Altman Group at 1-877-864-5058.
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 Fund(s) prior to the Meeting, or by voting
in person at the Meeting.
We appreciate your participation and prompt response in this matter and
thank you for your continued support.
Sincerely,
Richard M. Goldman
President
PROMPT EXECUTION AND RETURN OF THE ENCLOSED PROXY CARD IS REQUESTED. A
SELF-ADDRESSED, POSTAGE-PAID ENVELOPE IS ENCLOSED FOR YOUR CONVENIENCE, ALONG
WITH INSTRUCTIONS ON HOW TO VOTE OVER THE INTERNET OR BY TELEPHONE SHOULD YOU
PREFER TO VOTE BY ONE OF THOSE METHODS.
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VERY IMPORTANT NEWS FOR SHAREHOLDERS
By its very nature, the following "Questions and Answers" section is a
summary and is not intended to be as detailed as the discussion found later in
the proxy materials. For that reason, the information is qualified in its
entirety by reference to the enclosed joint proxy statement to shareholders
("Joint Proxy Statement").
QUESTIONS AND ANSWERS
Q. WHY AM I RECEIVING THIS JOINT PROXY STATEMENT?
A. You are receiving these proxy materials -- a booklet that includes the
Joint Proxy Statement and your proxy card -- because you have the right
to vote on important proposals concerning the Rydex|SGI family of funds
(the "Funds").
Proposals 1 through 3 relate to actions that need to be taken in light
of a transaction (the "Transaction") involving a change in the corporate
ownership structure of Security Investors, LLC, which operates under the
name Rydex Investments, the investment adviser to each of the Funds (the
"Investment Adviser"). The Investment Adviser is managed by an indirect
wholly-owned subsidiary of Guggenheim Capital, LLC ("Guggenheim
Capital"). Guggenheim Capital wishes to purchase the Investment Adviser
and certain affiliated businesses. This Transaction will be effected by
Guggenheim Capital buying 100% of the equity of the holding company that
owns the Investment Adviser. After the Transaction, Guggenheim Capital
will control the Investment Adviser (through one or more of its
subsidiaries), and it is expected that the services rendered to the
Funds by the Investment Adviser will not change. The Transaction would
terminate the Funds' current investment advisory agreements with the
Investment Adviser (the "Current Investment Advisory Agreements") and
the Investment Adviser's sub-advisory agreements with CLS Investments,
LLC ("CLS"), the sub-adviser to certain Funds (the "Current CLS
Agreements") and Dorsey, Wright & Associates, Inc. ("DWA"), the
sub-adviser to certain Funds (the "Current DWA Agreements")
(collectively, the "Current Agreements") unless you approve new
substantially identical agreements.
Proposal 4 relates to the election of nine individuals to the Board of
Trustees (the "Board") of Rydex Variable Trust (the "Trust"). The Board
proposes the election of the following nominees: Donald C. Cacciapaglia,
Corey A. Colehour, J. Kenneth Dalton, John O. Demaret, Richard M.
Goldman, Werner E. Keller, Thomas F. Lydon, Patrick T. McCarville and
Roger Somers. Each of the nominees, other than Mr. Cacciapaglia,
currently serves as a Trustee. In connection with the Transaction, the
Board believes that expanding the Board to include Mr. Cacciapaglia, who
is a member of senior management of Guggenheim's investment management
business, and who would serve on other boards in the Rydex|SGI family of
funds, would be appropriate.
Proposal 5 relates to the approval of a "manager of managers"
arrangement for each of the Funds to permit the Investment Adviser,
subject to prior approval by the Board and certain other conditions set
forth in an order previously granted to the Investment Adviser
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by the U.S. Securities and Exchange Commission (the "SEC"), to retain
sub-advisers or amend the terms of an existing sub-advisory agreement
without shareholder approval where the sub-adviser is not affiliated
with the Investment Adviser. Currently, the Investment Adviser must
obtain shareholder approval of any sub-advisory agreement with a new
sub-adviser that it wishes to retain to manage a Fund, as well as any
material changes to an existing sub-advisory agreement. As discussed in
more detail below, a manager of managers arrangement would permit the
Investment Adviser to avoid the expense and delays associated with
obtaining shareholder approval.
Proposal 6 only concerns shareholders of Rydex Variable Trust U.S.
Government Money Market Fund (the "Money Market Fund"). Investors in
other Funds are not asked to vote on the sixth proposal. The sixth
proposal relates to the proposed elimination of the fundamental
investment policy on investing in other investment companies to permit
the Money Market Fund to make changes to its investment program as
discussed in more detail below. The Money Market Fund's current policy
on investing in other investment companies is not required and is more
prohibitive than applicable law requires. The Money Market Fund will
continue to invest in compliance with strict regulatory requirements
applicable to money market funds.
Q. WHY AM I BEING ASKED TO VOTE?
A. The Investment Company Act of 1940 (the "1940 Act"), the law that
regulates mutual funds, including the Funds, provides that a mutual
fund's investment advisory agreement terminates whenever there is a
"change in control" of the investment adviser. (In this context, the
term "investment adviser" applies to both an investment adviser and a
sub-adviser.) The change in the corporate ownership structure of the
Investment Adviser contemplated by the Transaction would to constitute a
"change in control" (as this term is used for regulatory purposes) of
the Investment Adviser. Before an investment advisory agreement
terminates, a new investment advisory agreement must be in effect in
order for the investment adviser to continue to manage the mutual fund's
investments. For that reason, we are seeking shareholder approval of new
investment advisory agreements for the Funds (the "New Investment
Advisory Agreements"), as well as new sub-advisory agreements between
the Investment Adviser and CLS with respect to certain Funds (the "New
CLS Agreements") and new sub-advisory agreements between the Investment
Adviser and DWA with respect to certain Funds (the "New DWA Agreements")
(collectively, the "New Agreements").
The Transaction will not result in material changes to the day-to-day
management and operations of the Funds or any increase in fees. The
personnel, officers and managers of the Investment Adviser will remain
the same. Upon completion of the Transaction, Guggenheim Capital will be
the parent company of the Investment Adviser. Guggenheim currently
manages the Investment Adviser and certain of its affiliates through an
indirect subsidiary.
The Board considered the Transaction and voted in favor of the New
Agreements, pursuant to which, subject to their approval by each Fund's
respective shareholders, the Investment Adviser will continue to serve
as investment adviser to the Funds, and CLS
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and DWA will continue to serve as sub-adviser to certain Funds after the
completion of the Transaction. The fees charged by the each of the
Investment Adviser, CLS and DWA (collectively, the "Advisers") for their
services to the Funds under each New Agreement will be the same as their
fees under the corresponding Current Agreement. The other terms of the
New Agreements will also be the same in all material respects to those
of the Current Agreements.
With respect to the fourth proposal, you are being asked to vote for the
election of board members ("Trustees") because the Board believes it
would be appropriate, in light of the Transaction, to subject the
current Trustees to a shareholder vote and to ask shareholders to vote
to add a new Trustee who is affiliated with Guggenheim Capital. The
Board believes that it is in shareholders' best interest to have a Board
that is composed entirely of elected Trustees.
With respect to the fifth proposal, the 1940 Act makes it unlawful for
any person to act as an investment adviser (including a sub-adviser) to
a fund except pursuant to a written contract that has been approved by a
fund's board of trustees/directors as well as its shareholders. The
Investment Adviser and certain affiliated Funds of the Trust have
previously received an exemptive order from the SEC pursuant to which
the Investment Adviser is permitted to retain sub-advisers and amend the
terms of existing sub-advisory agreements with unaffiliated sub-advisers
without shareholder approval. This type of arrangement, which gives more
flexibility to appoint investment sub-advisers to manage a fund, is
commonly referred to as a fund "manager of managers" arrangement. The
SEC's order permitting the Investment Adviser to use a manager of
managers arrangement requires that before a Fund may rely on the order,
the Fund must obtain shareholder approval (among other conditions).
Therefore, in order to provide the Investment Adviser with flexibility
(subject to Board approval) to retain sub-advisers and amend
sub-advisory agreements, you are being asked to approve of the use of
the manager of managers arrangement for the Funds. Shareholders should
note, however, that the Investment Adviser and the Board have no intent
to make an extensive use of this arrangement in the foreseeable future.
With respect to the sixth proposal, the 1940 Act requires the Money
Market Fund's shareholders to approve a change to the applicable Money
Market Fund's fundamental investment policy, with respect to investing
in other investment companies. Each Money Market Fund's current
fundamental investment policy prohibits investing in other investment
companies, which unnecessarily limits investment strategies. Upon a
request from the Investment Adviser to make changes to the Money Market
Fund's policy to be able to invest a portion of the Money Market Fund's
assets in other funds, the Board has reviewed the Money Market Fund's
fundamental investment policies on investing in other investment
companies and has recommended the elimination of the policies. The
proposal is unrelated to the Transaction and only concerns shareholders
of the Money Market Fund.
iii
Q. WILL THE PROPOSED TRANSACTION AFFECT ME?
A. No. The operations of the Advisers, the fees payable to the Advisers,
and the persons responsible for the day-to-day investment management of
the Funds will remain unchanged. The Board has been assured that there
will be no reduction in the nature or quality of the investment advisory
and sub-advisory services provided to each Fund, as applicable, due to
the Transaction.
Q. WILL THERE BE ANY CHANGES TO THE FUNDS' OTHER SERVICE PROVIDERS?
A. The Transaction would also affect the control of certain of the Funds'
other servicer providers ("Affiliated Service Providers") as a result of
the Transaction. The Affiliated Service Providers include Rydex
Distributors, LLC which serves as the Funds' principal
underwriter/distributor (the "Distributor"), and Rydex Fund Services,
Inc., which provides general administrative, shareholder, dividend
disbursement, transfer agent and registrar services to the Funds. The
Affiliated Service Providers and the Investment Adviser are commonly
held. Under the 1940 Act, shareholder approval is not required in order
for the Affiliated Service Providers to continue providing services to
the Funds after the closing of the Transaction. The Board has also been
assured that there will be no material change in the nature or quality
of the services provided by the Affiliated Service Providers to each
Fund due to the Transaction.
Q. WILL MY FUND'S FEES FOR INVESTMENT ADVISORY AND SUB-ADVISORY SERVICES
INCREASE?
A. No. The fee rates under the New Agreements are identical to those under
the Current Agreements. Services also will remain substantially the same.
Q. WILL THE PROPOSED CHANGES TO THE BOARD RESULT IN HIGHER FUND EXPENSES?
A. No. Only "non-interested" Trustees (as that term is defined in the 1940
Act) receive compensation from the Funds they oversee. The proposed
additional Trustee would be an "interested" Trustee because of his
affiliation with Guggenheim Capital. Because interested Trustees do not
receive compensation from the Funds, the cost of this additional Trustee
would not be borne by the Funds.
Q. FOR SHAREHOLDERS OF THE MONEY MARKET FUND ONLY. WHAT EFFECT WILL THE
PROPOSED ELIMINATION OF THE MONEY MARKET FUND'S FUNDAMENTAL INVESTMENT
POLICY ON INVESTING IN OTHER INVESTMENT COMPANIES HAVE ON THE MONEY
MARKET FUND?
A. While this proposal is intended to provide the Money Market Fund with
flexibility to invest in other funds, the Money Market Fund would
continue to be managed subject to the limitations on investing in other
investment companies imposed by the 1940 Act, as interpreted or modified
by regulatory authority having jurisdiction from time to time, as well
as the investment objectives, strategies, and policies expressed in the
Money Market Fund's registration statements as may be changed by the
Board from time to time, and regulations that apply to money market
funds.
iv
If the proposal is approved by shareholders, the Money Market Fund would
be permitted to invest in the shares of other investment companies (that
are money market funds). As a shareholder of another investment company,
a Money Market Fund would bear, along with other shareholders, its pro
rata portion of the other investment company's expenses, including
advisory fees, and would be exposed to the risks attributable to
investing in the selected funds. These expenses would be in addition to
the advisory and other expenses that the Money Market Fund bears
directly in connection with its own operations. Notwithstanding the
proposed elimination, at all times, the Money Market Fund will comply
with the provisions of the 1940 Act that apply to investments in other
investment companies and Securities and Exchange Commission Rule 2a-7,
which strictly prescribes the type of investments that money market
funds can invest in. The Money Market Fund will continue to seek to
maintain a stable $1.00 price per share as permitted by current Rule
2a-7.
Should the Money Market Fund's shareholders not approve the proposal to
eliminate the Money Market Fund's fundamental investment policy on
investing in other investment companies, the Fund's current fundamental
investment policy on investing in investment companies would continue to
apply unchanged and the Board would decide whether to make other changes
to the Money Market Fund's investment program.
Q. I OWN SHARES OF OTHER FUNDS IN THE RYDEX|SGI FUND COMPLEX AND RECEIVED
SIMILAR SOLICITATION MATERIALS REGARDING THOSE FUNDS. AM I ALSO BEING
ASKED TO APPROVE THE PROPOSALS CONTAINED IN THIS PROXY STATEMENT?
A. Yes. You are being asked to approve the proposals contained in this
Proxy Statement, in addition to any other proposals contained in other
proxy statements that you may receive for funds in the Rydex|SGI fund
complex.
Q. WHO IS ASKING FOR MY VOTE?
A. The enclosed proxy is being solicited by the Board of your Fund for use
at the Special Joint Meeting of Shareholders to be held on November 22,
2011 (the "Meeting"), and, if the Meeting is adjourned or postponed, at
any later meetings, for the purposes stated in the Notice of Special
Joint Meeting.
Q. HOW DOES THE BOARD SUGGEST THAT I VOTE?
A. After careful consideration, the Board unanimously recommends that you
vote "FOR" all of the proposals contained in the Joint Proxy Statement.
Please see the section entitled "Board Recommendation" with respect to
each proposal for a discussion of the Board's considerations in making
such recommendations.
Q. WHY AM I RECEIVING INFORMATION ABOUT FUNDS I DO NOT OWN?
A. The proposals are similar for each Fund, and management of the Funds has
concluded that it is cost-effective to hold the Meeting concurrently for
all of the Funds. You will be asked to vote separately on the proposals
with respect to the Fund(s) that you own. Assuming that the requisite
levels of aggregate shareholder consent are attained, an
v
unfavorable vote on a proposal by the shareholders of one Fund will not
affect the implementation of a comparable proposal by another Fund if
such proposal is approved by shareholders of that Fund.
Q. WHAT VOTE IS REQUIRED TO APPROVE THE PROPOSALS?
A. To be approved with respect to a particular Fund, each proposal, other
than Proposal 4, must be approved by a "vote of a majority of the
outstanding voting securities" of that Fund. With respect to the Money
Market Fund, the proposed elimination of the Money Market Fund's
fundamental investment policies on investing in other investment
companies also must be approved by a "vote of a majority of the
outstanding voting securities" of the Money Market Fund. In each case,
the "vote of a majority of the outstanding voting securities" is defined
in the 1940 Act as the lesser of the vote of (i) 67% or more of the
voting securities of a Fund entitled to vote thereon present at the
Meeting or represented by proxy, if more than 50% of the Fund's
outstanding voting securities are present or represented by proxy; or
(ii) more than 50% of the outstanding voting securities of the Fund
entitled to vote thereon. With respect to Proposal 4, a plurality of the
shares voting is required to elect each individual nominated as a
Trustee.
Q. WILL MY VOTE MAKE A DIFFERENCE?
A. Yes! Your vote is needed to ensure that the proposals can be acted upon.
We encourage all shareholders to participate in the governance of their
Fund(s). Additionally, your immediate response on the enclosed proxy
card, on the Internet or over the phone will help save the costs of any
further solicitations.
Q. IF I AM A SMALL INVESTOR, WHY SHOULD I BOTHER TO VOTE?
A. You should vote because every vote is important. If numerous
shareholders just like you fail to vote, the Funds may not receive
enough votes to go forward with the Meeting. If this happens, the Funds
will need to solicit votes again. This may delay the Meeting and the
approval of the proposals and generate unnecessary costs.
Q. I'M AN INSURANCE PRODUCT OWNER. HOW WILL MY VOTE BE COUNTED?
A. As a variable annuity contract or variable life insurance policy owner
of record at the close of business on the record date, you have the
right to instruct the life insurance company that issued your product as
to how the shares of the Fund(s) attributable to your product should be
voted. If no voting instructions are received, the life insurance
company will vote the shares attributable to your product in proportion
("for" or "withhold authority") to those shares for which instructions
are received. As a result, a small number of product owners could
determine the outcome of the vote if other product owners fail to vote.
Q. HOW DO I PLACE MY VOTE?
A. You may provide a Fund with your vote by mail with the enclosed proxy
card, by Internet by following the instructions in the proxy voting
instructions, by telephone using
vi
the toll-free number listed in the proxy voting instructions, or in
person at the Meeting. You may use the enclosed postage-paid envelope to
mail your proxy card. Please follow the enclosed instructions to utilize
any of these voting methods. If you need more information on how to
vote, or if you have any questions, please call the Funds' proxy
solicitation agent at the telephone number below.
Q. WHOM DO I CALL IF I HAVE QUESTIONS?
A. We will be happy to answer your questions about this proxy solicitation.
If you have questions, please call The Altman Group at 1-877-864-5058.
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 Fund(s) prior to the Meeting,
or by voting in person at the Meeting.
PROMPT EXECUTION AND RETURN OF THE ENCLOSED PROXY CARD IS REQUESTED. A
SELF-ADDRESSED, POSTAGE-PAID ENVELOPE IS ENCLOSED FOR YOUR CONVENIENCE, ALONG
WITH INSTRUCTIONS ON HOW TO VOTE OVER THE INTERNET OR BY TELEPHONE SHOULD YOU
PREFER TO VOTE BY ONE OF THOSE METHODS.
vii
RYDEX VARIABLE TRUST
805 King Farm Boulevard, Suite 600
Rockville, Maryland 20850
(800) 820-0888
NOTICE OF SPECIAL JOINT MEETING OF SHAREHOLDERS
TO BE HELD ON NOVEMBER 22, 2011
Notice is hereby given that a Special Joint Meeting of Shareholders (the
"Meeting") of Rydex Variable Trust (the "Trust") and each of its series listed
on the attached list (each, a "Fund" and collectively, the "Funds") will be held
at the Trust's offices at 805 King Farm Boulevard, Suite 600, Rockville,
Maryland 20850 on November 22, 2011 at 1:00 p.m. Eastern Time for the purposes
listed below:
PROPOSAL SHAREHOLDERS SOLICITED TO VOTE
1. THE APPROVAL OF A NEW INVESTMENT ALL FUNDS
ADVISORY AGREEMENT BETWEEN EACH TRUST
AND SECURITY INVESTORS, LLC, WITH RESPECT
TO EACH FUND
2. THE APPROVAL OF A NEW SUB-ADVISORY RYDEX VARIABLE TRUST--
AGREEMENT BETWEEN SECURITY INVESTORS, AMERIGO FUND
LLC AND CLS INVESTMENTS, LLC, WITH CLERMONT FUND
RESPECT TO CERTAIN FUNDS SELECT ALLOCATION FUND
3. THE APPROVAL OF A NEW SUB-ADVISORY RYDEX VARIABLE TRUST--
AGREEMENT BETWEEN SECURITY INVESTORS, DWA FLEXIBLE ALLOCATION FUND
LLC AND DORSEY, WRIGHT & ASSOCIATES, DWA SECTOR ROTATION FUND
INC., WITH RESPECT TO CERTAIN FUNDS
4. THE APPROVAL OF THE ELECTION OF NOMINEES ALL FUNDS
TO THE BOARD OF TRUSTEES
5. THE APPROVAL OF A "MANAGER OF ALL FUNDS
MANAGERS" ARRANGEMENT FOR EACH OF THE
FUNDS
6. THE APPROVAL OF THE ELIMINATION OF THE RYDEX VARIABLE TRUST--
FUNDAMENTAL INVESTMENT POLICY ON U.S. GOVERNMENT MONEY MARKET FUND
INVESTING IN OTHER INVESTMENT COMPANIES
7. TO TRANSACT SUCH OTHER BUSINESS AS MAY
PROPERLY COME BEFORE THE MEETING
viii
After careful consideration, the Board of Trustees of the Trust
unanimously recommend that shareholders vote "FOR" Proposals 1, 2, 3, 4, 5
and 6.
Variable annuity contract or variable life insurance policy ("insurance
products") owners or shareholders of record at the close of business on October
3, 2011 are entitled to notice of, and to vote at, the Meeting, even if such
shareholders or insurance product owners no longer own such shares or products.
You are invested in a Fund through the insurance products that you own.
We call your attention to the accompanying Joint Proxy Statement. You are
requested to complete, date, and sign the enclosed proxy card and return it
promptly in the envelope provided for that purpose. Your proxy card also
provides instructions for voting via telephone or the Internet if you wish to
take advantage of these voting options. Proxies may be revoked 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 Fund(s)
prior to the Meeting, or by voting in person at the Meeting.
By Order of the Board of Trustees,
Richard M. Goldman
President
YOUR VOTE IS VERY IMPORTANT TO US REGARDLESS OF THE NUMBER OF VOTES YOU HOLD.
SHAREHOLDERS WHO DO NOT EXPECT TO ATTEND THE MEETING ARE REQUESTED TO COMPLETE,
SIGN, DATE AND RETURN THE ACCOMPANYING PROXY CARD IN THE ENCLOSED ENVELOPE,
WHICH NEEDS NO POSTAGE IF MAILED IN THE UNITED STATES. IT IS IMPORTANT THAT YOUR
PROXY CARD BE RETURNED PROMPTLY.
FOR YOUR CONVENIENCE, YOU MAY ALSO VOTE BY TELEPHONE OR INTERNET BY FOLLOWING
THE ENCLOSED INSTRUCTIONS. IF YOU VOTE BY TELEPHONE OR VIA THE INTERNET, PLEASE
DO NOT RETURN YOUR PROXY CARD UNLESS YOU ELECT TO CHANGE YOUR VOTE.
ix
FUNDS PARTICIPATING IN THE MEETING
ON NOVEMBER 22, 2011
RYDEX VARIABLE TRUST
All-Asset Aggressive Strategy Fund Health Care Fund Russell 2000(R) 2x Strategy Fund
All-Asset Conservative Strategy Fund Internet Fund S&P 500 2x Strategy Fund
All-Asset Moderate Strategy Fund Inverse Dow 2x Strategy Fund S&P 500 Pure Growth Fund
Alternative Strategies Allocation Fund Inverse Government Long Bond S&P 500 Pure Value Fund
Strategy Fund
Amerigo Fund Inverse Mid-Cap Strategy Fund S&P MidCap 400 Pure Growth Fund
Banking Fund Inverse NASDAQ-100(R) Strategy Fund S&P MidCap 400 Pure Value Fund
Basic Materials Fund Inverse Russell 2000(R) Strategy Fund S&P SmallCap 600 Pure Growth Fund
Biotechnology Fund Inverse S&P 500 Strategy Fund S&P SmallCap 600 Pure Value Fund
Clermont Fund Japan 2x Strategy Fund Select Allocation Fund
Commodities Strategy Fund Leisure Fund Strengthening Dollar 2x Strategy Fund
Consumer Products Fund Managed Futures Strategy Fund Technology Fund
Dow 2x Strategy Fund Mid-Cap 1.5x Strategy Fund Telecommunications Fund
DWA Flexible Allocation Fund Multi-Hedge Strategies Fund Transportation Fund
DWA Sector Rotation Fund NASDAQ-100(R) 2x Strategy Fund U.S. Government Money Market Fund
Electronics Fund NASDAQ-100(R) Fund U.S. Long Short Momentum Fund
Energy Fund Nova Fund Utilities Fund
Energy Services Fund Precious Metals Fund Weakening Dollar 2x Strategy Fund
Europe 1.25x Strategy Fund Real Estate Fund
Financial Services Fund Retailing Fund
Government Long Bond 1.2x Strategy Fund Russell 2000(R) 1.5x Strategy Fund
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TABLE OF CONTENTS
OVERVIEW OF THE PROPOSALS ......................................................................... 3
PROPOSALS 1-3: Approval of the New Agreements ................................................. 3
Information Regarding the Transaction .................................................... 3
Section 15(f) of the 1940 Act ............................................................ 5
Approval of the New Agreements by the Board .............................................. 5
Board Considerations in Approving the New Agreements ..................................... 6
New Agreements ........................................................................... 7
PROPOSAL 4: Approval of the Election of Trustees............................................... 9
PROPOSAL 5: Approval of a "Manager of Managers" Arrangement ................................... 9
PROPOSAL 6: Money Market Fund only--Approval of the Elimination of the
Fund's Fundamental Investment Policy on Investing in Other Investment Companies .......... 10
PROPOSAL 1--THE APPROVAL OF NEW INVESTMENT ADVISORY AGREEMENTS WITH RESPECT TO ALL FUNDS .......... 11
The Investment Adviser ........................................................................ 11
Material Terms of the New Investment Advisory Agreements ...................................... 11
BOARD RECOMMENDATION ON PROPOSAL 1 ................................................................ 13
PROPOSAL 2--THE APPROVAL OF NEW SUB-ADVISORY AGREEMENTS ........................................... 14
Information About CLS ......................................................................... 14
Material Terms of the CLS Sub-Advisory Agreements ............................................. 15
BOARD RECOMMENDATION ON PROPOSAL 2 ................................................................ 15
PROPOSAL 3--THE APPROVAL OF NEW SUB-ADVISORY AGREEMENTS ........................................... 16
Information About DWA ......................................................................... 16
Material Terms of the DWA Sub-Advisory Agreements ............................................. 17
BOARD RECOMMENDATION ON PROPOSAL 3 ................................................................ 17
PROPOSAL 4--THE APPROVAL OF THE ELECTION OF TRUSTEES FOR THE TRUST ................................ 18
Information Regarding the Nominees ............................................................ 18
Board's Consideration of Each Nominee's Qualifications, Experience, Attributes or Skills ...... 22
Principal Officers of the Funds ............................................................... 25
Nominee Ownership of Portfolio Shares ......................................................... 27
Board Compensation ............................................................................ 28
Committees and Meetings of the Board .......................................................... 30
Independent Registered Public Accounting Firm ................................................. 32
BOARD RECOMMENDATION ON PROPOSAL 4 ................................................................ 33
PROPOSAL 5--THE APPROVAL OF A "MANAGER OF MANAGERS" ARRANGEMENT WITH RESPECT TO ALL FUNDS ......... 34
"Manager of Managers" Arrangement ............................................................. 34
Conditions of the Exemptive Relief ............................................................ 35
Board Considerations in Approving the "Manager of Managers" Arrangement ....................... 35
BOARD RECOMMENDATION ON PROPOSAL 5 ................................................................ 36
xi
PROPOSAL 6 -- THE APPROVAL OF A CHANGE TO THE FUNDAMENTAL INVESTMENT POLICY ON INVESTING
IN OTHER INVESTMENT COMPANIES WITH RESPECT TO THE MONEY MARKET FUND ........................... 37
Proposed Fundamental Investment Policy......................................................... 37
Current Fundamental Investment Policy ......................................................... 37
Discussion of Proposed Modification ........................................................... 37
BOARD RECOMMENDATION ON PROPOSAL 6 ................................................................ 38
OTHER BUSINESS .................................................................................... 39
ADDITIONAL INFORMATION ............................................................................ 39
Administrator, Principal Underwriter and Transfer Agent ....................................... 39
Affiliations and Affiliated Brokerage ......................................................... 39
Other Information ............................................................................. 39
Voting Information ............................................................................ 39
Shareholder Proposals ......................................................................... 42
xii
APPENDICES
Appendix A CORPORATE STRUCTURE OF THE INVESTMENT ADVISER ................................... A-1
Appendix B FORMS OF NEW INVESTMENT ADVISORY AGREEMENTS ..................................... B-1
Appendix C INFORMATION REGARDING THE INVESTMENT ADVISORY AGREEMENTS AND
FEES PAID TO THE INVESTMENT ADVISER AND AFFILIATES .............................. C-1
Appendix D TRUSTEES/MANAGERS AND OFFICERS OF THE INVESTMENT ADVISER ........................ D-1
Appendix E ADVISORY FEE RATES OF FUNDS WITH SIMILAR INVESTMENT
OBJECTIVES ADVISED BY SECURITY INVESTORS, LLC ................................... E-1
Appendix F FORM OF NEW SUB-ADVISORY AGREEMENT WITH CLS INVESTMENTS, LLC .................... F-1
Appendix G INFORMATION REGARDING THE SUB-ADVISORY AGREEMENT WITH CLS
INVESTMENTS, LLC AND FEES PAID TO THE SUB-ADVISER ............................... G-1
Appendix H DIRECTORS/TRUSTEES/MANAGERS AND OFFICERS OF CLS INVESTMENTS, LLC ................ H-1
Appendix I ADVISORY FEE RATES OF FUNDS WITH SIMILAR INVESTMENT
OBJECTIVES ADVISED BY CLS INVESTMENTS, LLC.. .................................... I-1
Appendix J FORM OF NEW SUB-ADVISORY AGREEMENT WITH DORSEY, WRIGHT & ASSOCIATES, INC. ....... J-1
Appendix K INFORMATION REGARDING THE SUB-ADVISORY AGREEMENT WITH DORSEY, WRIGHT &
ASSOCIATES, INC. AND FEES PAID TO THE SUB-ADVISER ............................... K-1
Appendix L DIRECTORS/TRUSTEES/MANAGERS AND OFFICERS OF DORSEY, WRIGHT & ASSOCIATES, INC. ... L-1
Appendix M ADVISORY FEE RATES OF FUNDS WITH SIMILAR INVESTMENT OBJECTIVES ADVISED BY
DORSEY, WRIGHT & ASSOCIATES, INC. ............................................... M-1
Appendix N OUTSTANDING SHARES .............................................................. N-1
xiii
Appendix O BENEFICIAL OWNERS OF MORE THAN 5% OF A CLASS OF EACH FUND ....................... O-1
Appendix P NOMINATING COMMITTEE CHARTER .................................................... P-1
xiv
RYDEX VARIABLE TRUST
805 King Farm Boulevard, Suite 600
Rockville, Maryland 20850
(800) 820-0888
JOINT PROXY STATEMENT
SPECIAL JOINT MEETING OF SHAREHOLDERS
TO BE HELD ON NOVEMBER 22, 2011
This joint proxy statement ("Joint Proxy Statement") and enclosed notice
and proxy card are being furnished in connection with the solicitation of
proxies by the Board of Trustees (the "Board") of Rydex Variable Trust (the
"Trust"). The proxies are being solicited for use at a special joint meeting of
shareholders of the Trust to be held at the Trust's offices at 805 King Farm
Boulevard, Suite 600, Rockville, Maryland 20850 on November 22, 2011 at 1:00
p.m. Eastern Time, and at any and all adjournments or postponements thereof (the
"Meeting").
The Board has called the Meeting and is soliciting proxies from
shareholders of each series of the Trust listed in the accompanying notice to
this Joint Proxy Statement (each, a "Fund" and collectively, the "Funds") for
the purposes listed below:
PROPOSAL SHAREHOLDERS SOLICITED TO VOTE
1. THE APPROVAL OF A NEW INVESTMENT ALL FUNDS
ADVISORY AGREEMENT BETWEEN EACH TRUST
AND SECURITY INVESTORS, LLC, WITH RESPECT
TO EACH FUND ("PROPOSAL 1")
2. THE APPROVAL OF A NEW SUB-ADVISORY RYDEX VARIABLE TRUST--
AGREEMENT BETWEEN SECURITY INVESTORS, AMERIGO FUND
LLC AND CLS INVESTMENTS, LLC, WITH CLERMONT FUND
RESPECT TO CERTAIN FUNDS ("PROPOSAL 2") SELECT ALLOCATION FUND
3. THE APPROVAL OF A NEW SUB-ADVISORY RYDEX VARIABLE TRUST--
AGREEMENT BETWEEN SECURITY INVESTORS, DWA FLEXIBLE ALLOCATION FUND
LLC AND DORSEY, WRIGHT & ASSOCIATES, DWA SECTOR ROTATION FUND
INC., WITH RESPECT TO CERTAIN FUNDS
("PROPOSAL 3")
4. THE APPROVAL OF THE ELECTION OF NOMINEES ALL FUNDS
TO THE BOARD OF TRUSTEES ("PROPOSAL 4")
5. THE APPROVAL OF A "MANAGER OF ALL FUNDS
MANAGERS" ARRANGEMENT FOR EACH OF THE
FUNDS ("PROPOSAL 5")
6. THE APPROVAL OF THE ELIMINATION OF THE RYDEX VARIABLE TRUST--
FUNDAMENTAL INVESTMENT POLICY ON U.S. GOVERNMENT MONEY MARKET FUND
INVESTING IN OTHER INVESTMENT COMPANIES
("PROPOSAL 6")
7. TO TRANSACT SUCH OTHER BUSINESS AS MAY
PROPERLY COME BEFORE THE MEETING
This Joint Proxy Statement and the accompanying notice and the proxy card
are being first mailed to shareholders on or about October 17, 2011.
The Board has determined that the use of this Joint Proxy Statement for
the Meeting is in the best interests of each Fund and its shareholders in light
of the similar matters being considered and voted on by the shareholders of the
other Funds.
You are entitled to vote at the Meeting of each Fund of which you are a
shareholder or variable annuity contract or variable life insurance policy
("insurance products") owner as of the close of business on October 3, 2011 (the
"Record Date"). Shares of each series are available primarily for insurance
products. The Trust is soliciting voting instructions from insurance product
owners and shareholders invested in each Fund in connection with the Proposals,
as applicable. For ease of reference, throughout this Joint Proxy Statement,
insurance product owners may be referred to as "shareholders" of a Fund.
If you have any questions about the Proposals or about voting, please
call The Altman Group, the Funds' proxy solicitor, at 1-877-864-5058.
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS
FOR THE MEETING TO BE HELD ON NOVEMBER 22, 2011
This Joint Proxy Statement is available at
www.proxyonline.us/docs/rydexsgi. In addition, shareholders can find important
information about each Fund in the Fund's annual report, dated December 31,
2010, including financial reports for the fiscal year ended December 31, 2010,
and in any recent semi-annual report succeeding such annual report, if any. You
may obtain copies of these reports without charge by writing to a Trust, by
calling the telephone number shown on the front page of this Joint Proxy
Statement or at www.rydex-sgi.com.
2
OVERVIEW OF THE PROPOSALS
PROPOSALS 1 - 3
APPROVAL OF THE NEW AGREEMENTS
Proposals 1 through 3 relate to actions that need to be taken in response
to an impending transaction (the "Transaction") involving Securities Investors,
LLC, which operates under the name Rydex Investments, the investment adviser to
each of the Funds (the "Investment Adviser").
The Investment Company Act of 1940 (the "1940 Act"), the law that
regulates mutual funds, such as the Funds, provides that a mutual fund's
investment advisory agreement terminates whenever there is a "change in control"
of the investment adviser. Pursuant to the Transaction, there will be a "change
in control" of the Investment Adviser. In order for the Investment Adviser to
continue to advise the Funds and manage their investments, a new investment
advisory agreement must be in effect upon the consummation of the Transaction.
For that reason, we are seeking shareholder approval of new investment advisory
agreements for the Funds.
In addition, the Transaction will result in the termination of the
current sub-advisory agreements between: (i) the Investment Adviser and CLS
Investments, LLC ("CLS") with respect to the Amerigo Fund, Clermont Fund and
Select Allocation Fund (the "CLS Funds"); and (ii) the Investment Adviser and
Dorsey, Wright & Associates, Inc. ("DWA") with respect to the DWA Flexible
Allocation Fund and DWA Sector Rotation Fund (the "DWA Funds"). Accordingly,
Proposal 1 relates to the approval by shareholders of new investment advisory
agreements between the Investment Adviser and the Funds (the "New Investment
Advisory Agreements"). Similarly, Proposal 2 relates to the approval by
shareholders of new sub-advisory agreements between the Investment Adviser and
CLS with respect to the CLS Funds (the "New CLS Agreements") and Proposal 3
relates to the approval by shareholders of new sub-advisory agreements between
the Investment Adviser and DWA with respect to the DWA Funds (the "New DWA
Agreements") (together with the New Investment Advisory Agreements, the "New
Agreements").
FOR THE REASONS DISCUSSED BELOW, THE BOARD RECOMMENDS
THAT SHAREHOLDERS VOTE "FOR" THE APPROVAL OF THE NEW
AGREEMENTS.
INFORMATION REGARDING THE TRANSACTION
Summary Discussion--Currently, the Investment Adviser is a part of a
large group of companies that also includes businesses such as Security Benefit
Life Insurance Company. The Investment Adviser is managed by an indirect
wholly-owned subsidiary of Guggenheim Capital, LLC ("Guggenheim Capital").
Guggenheim Capital wishes to purchase the Investment Adviser and certain
affiliated businesses. This Transaction will be effected by Guggenheim Capital
buying 100% of the equity of the holding company that owns the Investment
Adviser. After the
3
Transaction, Guggenheim Capital will control the Investment Adviser (through one
or more of its subsidiaries), and it is expected that the services rendered to
the Funds by the Investment Adviser will not change.
Detailed Discussion--On September 20, 2011, Guggenheim Capital agreed to
purchase the indirect holding company of the Investment Adviser. Guggenheim
Capital's subsidiary, Guggenheim Partners, LLC ("Guggenheim") is a global,
independent, privately-held, diversified financial services firm with more than
1,500 dedicated professionals. Headquartered in Chicago and New York, the firm
operates through offices in 25 cities in the U.S., Europe and Asia. Guggenheim
operates businesses in investment management, capital markets, wealth management
and merchant banking. Within the investment and wealth management businesses,
Guggenheim specializes in fixed income and alternative investments, and in
providing sophisticated wealth advisory and family office services. Within
capital markets, it specializes in providing debt financing and structured
finance solutions to clients. Its merchant banking activities include a
portfolio of investments in funds managed by it, joint venture business
investments, and new business launch activities not integrated into other
primary operating businesses. Detailed information on the effect of the
Transaction on the ownership structure of the Investment Adviser is set forth in
Appendix A to this Joint Proxy Statement.
The Transaction will not result in material changes to the day-to-day
management and operations of the Funds. The personnel, officers and managers of
the Investment Adviser will remain the same. Guggenheim Capital will be the
parent company of the Investment Adviser.
In addition, as a result of the Transaction, Guggenheim Capital will
acquire control of the Funds' principal underwriter/distributor, Rydex
Distributors, LLC (the "Distributor"), an affiliate of the Investment Adviser.
Under the 1940 Act, shareholder approval is not required in order for the
Distributor to continue providing services to the Funds after the closing of the
Transaction.
While the parties expect the Transaction to be completed in late 2011 or
early 2012, it is subject to various conditions (including a condition that 80%
or more of the Funds' assets managed by the Investment Adviser approve the New
Investment Advisory Agreements), and may be delayed or even terminated due to
unforeseen circumstances. If for some reason the Transaction does not occur, the
current investment advisory agreements between the Investment Adviser and the
Funds (each, a "Current Investment Advisory Agreement" and collectively, the
"Current Investment Advisory Agreements"), the current sub-advisory agreements
between the Investment Adviser and CLS with respect to the CLS Funds (the
"Current CLS Agreements"), and the current sub-advisory agreements between the
Investment Adviser and DWA with respect to the DWA Funds (the "Current DWA
Agreements") (collectively, the "Current Agreements") will not terminate and
will remain in effect, and the New Agreements will not be entered into, even if
they have been approved by Fund shareholders. If Proposal 1 is not approved by
shareholders of any Fund, the Board will evaluate other short-and long-term
options permitted by law, which could include interim investment advisory
agreements of limited duration with the Investment Adviser, or maintaining the
current ownership structure pending further discussions.
4
SECTION 15(f) OF THE 1940 ACT
Section 15(f) of the 1940 Act provides that, when a change in control of
an investment adviser occurs, the investment adviser or any of its affiliated
persons may receive any amount or benefit in connection with the change in
control as long as two conditions are met. The first condition specifies that no
"unfair burden" may be imposed on the fund as a result of a transaction relating
to the change in control, including any express or implied terms, conditions or
understandings. The term "unfair burden," as defined in the 1940 Act, includes
any arrangement during the two-year period after the change in control
transaction whereby the investment adviser (or predecessor or successor
adviser), or any "interested person" (as defined in the 1940 Act) of any such
investment adviser, receives or is entitled to receive any compensation,
directly or indirectly, from the investment company or its security holders
(other than fees for bona fide investment advisory or other services), or from
any person in connection with the purchase or sale of securities or other
property to, from, or on behalf of the fund (other than fees for bona fide
principal underwriting services), which could limit the ability of the fund to
engage in brokerage transactions with certain broker-dealers, although such
limits are not expected to cause any fund to change its brokerage relationships.
The second condition specifies that, during the three-year period immediately
following consummation of the change in control transaction, at least 75% of the
fund's board of trustees must not be "interested persons" (as defined in the
1940 Act) of the investment adviser or predecessor adviser.
Consistent with the conditions of Section 15(f), Guggenheim Capital has
agreed that it will not take any action that would have the effect, directly or
indirectly, of causing any requirement of the provisions of Section 15(f) to be
violated with respect to the Transaction. The Investment Adviser has represented
to the Board that no unfair burden would be imposed on the Funds as a result of
the Transaction.
APPROVAL OF THE NEW AGREEMENTS BY THE BOARD
At a Special Meeting of the Board held on August 16, 2011 (the "August
Special Board Meeting"), at which a majority of the members of the Board (the
"Trustees"), including a majority of the Trustees who are not "interested
persons" (as defined under the 1940 Act) of the Trust and who are not interested
persons of any party to the New Investment Advisory Agreements (the "Independent
Trustees"), were present, the Board considered the New Investment Advisory
Agreements, pursuant to which, subject to their approval by each Fund's
shareholders, the Investment Adviser will continue to serve each Fund as
investment adviser after the completion of the Transaction. At a Special Meeting
of the Board held on September 14, 2011 (the "September Special Board Meeting",
and together with the August Special Board Meeting, the "Special Board
Meetings") at which a majority of the Trustees, including a majority of the
Independent Trustees, were present, the Board considered further information
about the Transaction and voted in favor of the New Investment Advisory
Agreements.
The Investment Adviser's rate of fees for its services to each Fund under
each applicable New Investment Advisory Agreement will be the same as its fees
under the corresponding Current Investment Advisory Agreement. The other terms
of each New Investment Advisory Agreement will also be the same in all material
respects to those of the corresponding Current Investment Advisory Agreement. As
a result, in reviewing the New Investment Advisory
5
Agreements at the Special Board Meetings, the Board also considered its review
of relevant materials relating to the Current Investment Advisory Agreements at
the Board's contract review meeting on August 11, 2011 and contract renewal
meeting on August 17, 2011 (together, the "2011 Renewal Meeting").
BOARD CONSIDERATIONS IN APPROVING THE NEW AGREEMENTS
Prior to the Special Board Meetings, representatives of Guggenheim
Capital informed the Board of the Transaction. With respect to the Transaction,
the Board reviewed materials received from Guggenheim Capital, including
information relating to the terms of the Transaction. The Board also reviewed
information regarding Guggenheim Capital, including, but not limited to: (a)
certain representations concerning Guggenheim Capital's financial condition, (b)
information regarding the new proposed ownership structure and its possible
effect on shareholders, (c) information regarding the consideration to be paid
by Guggenheim Capital, and (d) potential conflicts of interest.
In considering the New Agreements, the Board determined that the New
Agreements would enable shareholders of the Funds to continue to obtain high
quality services at a cost that is appropriate, reasonable, and in the best
interests of their shareholders. The Board, including the Independent Trustees,
unanimously approved the New Agreements. In reaching their decision, the
Trustees carefully considered information that they had received throughout the
year as part of their regular oversight of the Funds, including, in particular,
information from the Investment Adviser, CLS and DWA (collectively, the
"Advisers") that the Board had received relating to the Current Agreements at
the Board's 2011 Renewal Meeting. The Trustees noted that, at the 2011 Renewal
Meeting, they had obtained and reviewed a wide variety of information, including
certain comparative information regarding performance of the Funds relative to
performance of other comparable mutual funds. They also considered the evolution
of the Rydex|SGI family of funds and the Investment Adviser since the change in
control of the Investment Adviser in 2010 and Guggenheim Capital's commitment to
the success of the Investment Adviser and the Funds.
In addition, as a part of their required consideration of the renewal of
the Current Agreements at the 2011 Renewal Meeting, the Trustees, including the
Independent Trustees, had evaluated a number of considerations, including among
others: (a) the quality of the Advisers' investment advisory and other services;
(b) the Advisers' investment management personnel; (c) the Advisers' operations
and financial condition; (d) the Advisers' brokerage practices (including any
soft dollar arrangements) and investment strategies; (e) the level of the fees
that the Advisers charge compared with the fees charged to comparable mutual
funds or accounts; (f) each Fund's overall fees and operating expenses compared
with similar mutual funds; (g) the level of the Advisers' profitability from its
Fund-related operations; (h) the Advisers' compliance systems; (i) the Advisers'
policies on and compliance procedures for personal securities transactions; (j)
the Advisers' reputation, expertise and resources in the financial markets; and
(k) Fund performance compared with similar mutual funds. Based on the Board's
deliberations at the 2011 Renewal Meeting, and its evaluation of the information
regarding the Transaction and the fact that the Transaction is not expected to
change the level and quality of services rendered by the Advisers to any of the
Funds, the Board, including all of the Independent Trustees, unanimously: (a)
concluded that terms of the New Agreements are fair and reasonable;
6
(b) concluded that the Advisers' fees were reasonable in light of the services
that they provide to the Funds; and (c) agreed to approve the New Agreements,
subject to shareholder approval.
NEW AGREEMENTS
NATURE, EXTENT AND QUALITY OF SERVICES PROVIDED BY THE ADVISERS. At the
2011 Renewal Meeting, the Board reviewed the scope of services to be provided by
the Investment Adviser under the Current Investment Advisory Agreements, by CLS
under the Current CLS Agreements, by DWA under the Current DWA Agreements and by
AIFS under the Current AIFS Agreement, and, at the Special Board Meetings, noted
that there would be no significant differences between the scope of services
required to be provided by the Advisers under the Current Agreements (which had
been recently approved by shareholders and renewed by the Board at the 2011
Renewal Meeting) and the scope of services required to be provided by the
Advisers under the New Agreements. The Board noted that the key investment and
management personnel of the Investment Adviser servicing the Funds, the
management personnel of CLS servicing the CLS Funds, the management personnel of
DWA servicing the DWA Funds and the management personnel of AIFS servicing the
AIFS Fund are expected to remain the same following the Transaction. The
Trustees also considered Guggenheim Capital's representations to the Board that
the Investment Adviser would continue to provide investment and related services
that were of materially the same quality and quantity as services provided to
the Funds in the past, and that these services are appropriate in scope and
extent in light of the Funds' operations, the competitive landscape of the
investment company business and investor needs. The Board also noted that CLS,
DWA and AIFS were not involved in the Transaction and that the approval of the
New CLS Agreements with CLS, the New DWA Agreements with DWA and the New AIFS
Agreement with AIFS was required due to the proposed assignment of the Current
Investment Advisory Agreements with the Investment Adviser.
FUND EXPENSES AND PERFORMANCE OF THE FUNDS AND THE ADVISERS. At the 2011
Renewal Meeting, the Board had reviewed statistical information prepared by the
Advisers regarding the expense ratio components and performance of each Fund.
Based on the representations made by Guggenheim Partners at the August Special
Board Meeting that the Investment Adviser would continue to operate following
the closing of the Transaction in much the same manner as it currently operates,
the Board concluded that the investment performance of the Investment Adviser
was not expected to be affected by the Transaction. The Board also concluded
that CLS, DWA and AIFS would continue to operate following the closing of the
Transaction in much the same manner as they operate today and, as a result, the
Board concluded that the investment performance of CLS, DWA and AIFS were not
expected to be affected by the Transaction.
COSTS OF SERVICES PROVIDED TO THE FUNDS AND PROFITS REALIZED BY THE
ADVISERS AND THEIR AFFILIATES. At the 2011 Renewal Meeting, the Board had
reviewed information about the profitability of the Funds to the Investment
Adviser based on the advisory fees payable under the Current Investment Advisory
Agreements. At that meeting, the Board had also analyzed the Funds' expenses,
including the investment advisory fees paid to the Investment Adviser. The Board
also had reviewed reports comparing the expense ratios and sub-advisory fees to
those of other comparable mutual funds and concluded that CLS' and DWA's
sub-advisory fees were reasonable and the result of arm's length negotiation. At
the Special Board Meetings, the Board
7
considered the fact that the fee rates payable to each of the Advisers would be
the same under each Fund's New Agreements as they are under such Fund's Current
Agreements. At that meeting, the Board had also concluded that, in the near
future, the profits to be realized by CLS and its affiliates under the New CLS
Agreements and DWA and its affiliates under the DWA Agreements, and from other
relationships between the Funds and CLS and DWA and their affiliates, if any,
should remain within the range the Board previously considered reasonable and
appropriate. With respect to anticipated profitability, the Board noted that it
was too early to predict how the Transaction would affect the Advisers'
profitability with respect to the Funds, but noted that this matter would be
given further consideration on an ongoing basis.
ECONOMIES OF SCALE. In connection with its review of the Funds'
profitability analysis at the 2011 Renewal Meeting, the Board reviewed
information regarding economies of scale or other efficiencies that may result
from increases in the Funds' asset levels. The Trustees noted that the fees
would not change under the New Agreements, and that no additional economies of
scale would be directly realized as a result of the Transaction. They also noted
that they will have the opportunity to again review the appropriateness of the
fees payable to the Advisers under the New Agreements when the renewal of the
New Agreements comes before the Board.
OTHER BENEFITS TO THE ADVISERS AND/OR ITS AFFILIATES. In addition to
evaluating the services provided by the Investment Adviser, the Board had
considered the nature, extent, quality and cost of the distribution services
performed by the Distributor under a separate agreement at the 2011 Renewal
Meeting. At the Special Board Meetings, the Board reviewed information regarding
potential economies of scale arising from the integration of the asset
management businesses of Guggenheim Capital. The Board also considered the terms
of the Transaction and the changes to the corporate ownership structure of the
Investment Adviser, noting that the Investment Adviser would no longer be a
subsidiary of SBC. In this regard, the Board noted that, under the corporate
structure after the Transaction, the Investment Adviser would be more closely
controlled by Guggenheim Capital, which could benefit Guggenheim Capital. The
Board also noted that the costs associated with the Transaction would be borne
by Guggenheim Capital (or its affiliates) and not the Funds.
With respect to the New CLS Agreements and New DWA Agreements, at the
2011 Renewal Meeting, the Board received and considered information regarding
the character and amount of other incidental benefits CLS and DWA might receive
as a result of its relationship with the CLS Funds and DWA Funds, respectively,
including their soft dollar practices, if any. The Board concluded that, taking
into account any incidental benefits CLS and DWA might receive, the terms of the
Current CLS Agreements and the Current DWA Agreements, including the
compensation to be paid thereunder, were reasonable. At its Special Board
Meetings, the Board considered other benefits to CLS and DWA, and their
affiliates expected to be derived from their relationships with the Funds as a
result of the Transaction and noted that no additional benefits were expected
because CLS and DWA were not parties to the Transaction.
8
PROPOSAL 4
ELECTION OF TRUSTEES
Proposal 4 relates to the election of the following nine individuals to
the Board: Donald C. Cacciapaglia, Corey A. Colehour, J. Kenneth Dalton, John O.
Demaret, Richard M. Goldman, Werner E. Keller, Thomas F. Lydon, Patrick T.
McCarville and Roger Somers. All of the nominees, except for Mr. Cacciapaglia,
currently serve on the Board. If elected, the terms of the nominees will begin
shortly after the shareholder vote and each nominee will serve as Trustee for
the life of the Trust or until retirement, removal, or his office is terminated
pursuant to the Trust's Declaration of Trust. Unless and until such new terms
begin, the existing Trustees will continue to serve their current terms. In
connection with the Transaction, the Board believes that expanding the Board to
include Mr. Cacciapaglia, who is a member of senior management of Guggenheim's
investment management business, and who is proposed to serve on the other boards
in the Rydex|SGI family of funds would be appropriate. If elected by
shareholders, Mr. Cacciapaglia's term as Trustee would commence shortly after
the shareholder vote.
The Board believes that it is in shareholders' best interest to have a
Board that is composed entirely of elected trustees (and to comply with certain
legal requirements regarding the proportion of board members that need to have
been elected by shareholders). Because a shareholder vote is required to approve
the New Investment Advisory Agreements, the Board has proposed that shareholders
elect all of the nominees during the same shareholder meeting, which would avoid
the expense of preparing and mailing another proxy statement solely for the
election of Trustees.
PROPOSAL 5
APPROVAL OF A "MANAGER OF MANAGERS" ARRANGEMENT
Shareholders of the Funds also are being asked to consider the approval
of a "manager of mangers" arrangement for each of the Funds to permit the
Investment Adviser, subject to prior approval by the Board, to retain
sub-advisers or amend the terms of an existing sub-advisory agreement without
shareholder approval where the sub-adviser is not affiliated with the Investment
Adviser. The 1940 Act makes it unlawful for any person to act as an investment
adviser (including a sub-adviser) to a fund except pursuant to a written
contract that has been approved by the fund's board as well as shareholders.
Therefore, the Investment Adviser is generally required to obtain shareholder
approval prior to retaining a new sub-adviser, which can be costly.
The Investment Adviser and certain affiliated funds have previously
obtained an exemptive order from the U.S. Securities and Exchange Commission
("SEC"), pursuant to which the Investment Adviser may retain a new sub-adviser
to manage a fund, or amend the terms of an existing sub-advisory agreement
without prior shareholder approval, subject to certain conditions, including a
requirement to send information to shareholders with respect to the appointment
of a new sub-adviser (the "Manager of Managers Order"). In addition to the other
conditions imposed by the Manager of Managers Order, before the arrangement may
be relied upon for a Fund, shareholders of the Fund must approve the
arrangement. Although no sub-advisers currently serve the Funds, because
shareholder approval is being solicited for other proposals, you are being asked
to approve the reliance by the Investment Adviser and the Funds on the Manager
of Managers Order. If approved, the Manager of Managers Order would allow the
Investment Adviser, subject to Board review and approval, to retain or replace
sub-advisers
9
without the delay and expenses associated with soliciting shareholder approval.
Shareholders should note, however, that the Investment Adviser and the Board
have no intent to make an extensive use of this arrangement for the Funds in the
foreseeable future.
PROPOSAL 6
MONEY MARKET FUND ONLY--APPROVAL OF THE ELIMINATION OF THE FUND'S FUNDAMENTAL
INVESTMENT POLICY ON INVESTING IN OTHER INVESTMENT COMPANIES
Shareholders of the U.S. Government Money Market Fund (the "Money Market
Fund") also are being asked to consider the approval of the elimination of the
Money Market Fund's current fundamental investment policy on investing in other
investment companies. Under the 1940 Act, any change to a fundamental investment
policy must be approved by shareholders of the fund. The 1940 Act does not
require that a fund adopt a fundamental investment policy on investing in other
investment companies. Therefore, the Money Market Fund's current fundamental
investment policies on investing in other investment companies is unnecessary.
This proposal is motivated by the decision to change the Money Market Fund's
investment strategies in order to invest in other investment companies when the
Investment Adviser deems such an investment in the best interests of the Money
Market Fund. The Money Market Fund's current policies restrict unnecessarily the
Money Market Fund's ability to invest in other investment companies so the
Investment Adviser proposed, and the Board agreed, to eliminate the Fund's
policy on investing in other investment companies. Accordingly, Proposal 6 seeks
approval of the elimination of each Money Market Fund's fundamental investment
policy on investing in other investment companies in order to permit the Money
Market Fund to invest in other investment companies. Proposal 6 is unrelated to
Proposals 1 through 3. The Investment Adviser believes that it could be
appropriate, when market conditions warrant, for the Money Market Fund to invest
in other money market funds. The Investment Adviser also believes that this
change could improve yield and could permit the Fund to have exposure to new
attractive investment opportunities. The Money Market Fund will remain subject
to strict regulatory requirements that apply to money market funds.
THE BOARD, INCLUDING THE INDEPENDENT TRUSTEES,
UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE
"FOR" THE APPROVAL OF THE NEW AGREEMENTS, "FOR" THE ELECTION OF
EACH NOMINEE, "FOR" THE APPROVAL OF THE A MANAGER OF MANAGERS
ARRANGEMENT AND "FOR" THE ELIMINATION OF THE FUNDAMENTAL
INVESTMENT POLICY ON INVESTING IN OTHER INVESTMENT COMPANIES
FOR EACH MONEY MARKET FUND. UNMARKED, PROPERLY SIGNED AND
DATED PROXIES WILL BE SO VOTED.
10
PROPOSAL 1--THE APPROVAL OF NEW INVESTMENT ADVISORY
AGREEMENTS WITH RESPECT TO ALL FUNDS
As discussed above, Proposal 1 relates to the approval by shareholders of
the New Investment Advisory Agreements between the Investment Adviser and each
of the Funds. You are being asked to vote separately on Proposal 1 solely with
respect to the Fund(s) that you own. Forms of the New Investment Advisory
Agreements are attached in Appendix B.
The terms of the New Investment Advisory Agreements are substantially
identical to those of the Current Investment Advisory Agreements, which were
recently approved by shareholders, except with respect to the date of execution.
Consequently, upon shareholder approval, the Investment Adviser will continue to
render substantially the same services to the Funds under the New Investment
Advisory Agreements that it currently renders to the Funds under the Current
Investment Advisory Agreements.
The Current Investment Advisory Agreements will remain in place until the
completion of the Transaction, at which time, as a result of the change in the
control of the Investment Adviser, the Current Investment Advisory Agreements
will terminate. If for any reason the Transaction does not occur, the Current
Investment Advisory Agreements will not terminate and will remain in effect, and
the New Investment Advisory Agreements will not be entered into, even if they
have been approved by Fund shareholders.
THE INVESTMENT ADVISER
Security Investors, LLC, which operates under the name Rydex Investments,
is located at 805 King Farm Boulevard, Suite 600, Rockville, Maryland 20850, and
currently serves as investment adviser to the Funds pursuant to the Current
Investment Advisory Agreements. Information regarding the Current Investment
Advisory Agreements, including (a) the date of the agreements, (b) the date on
which they were last approved by shareholders and (c) the rate of compensation
to the Investment Adviser, is provided in Appendix C. If the New Investment
Advisory Agreements are approved by shareholders, they will continue for an
initial term of two years and for subsequent one-year terms so long as they are
renewed annually in accordance with their terms (see discussion under "Term and
Continuance" below).
Information regarding the name(s), address(es) and principal
occupation(s) of the principal executive officer(s) and director(s) of the
Investment Adviser is set forth in Appendix D. A list of the Trustees and
officers of the Trust who hold positions with the Investment Adviser also is set
forth in Appendix D. In addition, set forth in Appendix E is a list of other
registered investment companies with similar investment objectives as each Fund,
for which the Investment Adviser acts as investment manager, adviser or
sub-adviser. (As previously noted, the ownership structure of the Investment
Adviser is set forth in Appendix A.)
MATERIAL TERMS OF THE NEW INVESTMENT ADVISORY AGREEMENTS
The following summary of the New Investment Advisory Agreements
summarizes the material terms of the New Investment Advisory Agreements and is
qualified in its entirety by
11
reference to the New Investment Advisory Agreements, a form of which is attached
in Appendix B.
DUTIES OF THE INVESTMENT ADVISER. Under the Current Investment Advisory
Agreements and the New Investment Advisory Agreements (each, an "Advisory
Agreement" and collectively, the "Advisory Agreements"), the Investment Adviser
is required to:
o provide the Funds with investment research, advice and supervision
and furnish continuously an investment program for the Funds,
consistent with the respective investment objectives and policies
of each Fund;
o determine, in its discretion and without prior consultation, what
securities shall be purchased for the Funds, what securities shall
be held or sold by the Funds and what portion of the Funds' assets
shall be held uninvested in cash, subject always to the provisions
of each Trust's Declaration of Trust, By-Laws and registration
statement on file with the SEC;
o discharge its responsibilities subject to the control of the
officers and the Board, and in compliance with the objectives,
policies, and limitations set forth in the Funds' prospectus(es)
and applicable laws and regulations;
o vote any proxies for Fund securities;
o provide the Trust, and any other agent designated by the Trust,
with records concerning the Investment Adviser's activities which
each Fund is required to maintain; and
o provide other reports reasonably requested by the Trust's officers
and Board concerning the Investment Adviser's discharge of the
foregoing responsibilities.
INDEMNITY OBLIGATION. Under the Advisory Agreements, the Investment
Adviser shall indemnify and hold harmless the Trust and all affiliated persons
thereof (within the meaning of Section 2(a)(3) of the 1940 Act) and all
controlling persons (as described in Section 15 of the Securities Act of 1933)
against any and all losses, claims, damages, liabilities or litigation
(including reasonable legal and other expenses) by reason of or arising out of:
(a) the Investment Adviser being in material violation of any applicable federal
or state law, rule or regulation or any investment policy or restriction set
forth in the Funds' registration statement or any written guidelines or
instruction provided in writing by the Board; (b) a Fund's failure to satisfy
the diversification or source of income requirements of Subchapter M of the
Internal Revenue Code; or (c) the Investment Adviser's willful misfeasance, bad
faith or gross negligence generally in the performance of its duties or its
reckless disregard of its obligations and duties under the Advisory Agreements.
TERM AND CONTINUANCE. Each Advisory Agreement provides that unless
terminated as provided therein, the Advisory Agreement shall continue for an
initial term of two years. Thereafter, the Advisory Agreement shall continue in
effect for successive annual periods provided such continuance is specifically
approved at least annually (a) by the vote of the
12
Trustees or by a vote of the shareholders; and (b) by the vote of a majority of
the Independent Trustees, cast in person at a meeting called for the purpose of
voting on such approval.
Each Advisory Agreement may be terminated with respect to a Fund at any
time without payment of any penalty, by a Fund upon the vote of either the Board
or by a majority of the outstanding voting securities of the Fund. The
Investment Adviser may also, by not more than sixty (60) days' nor less than
thirty (30) days' written notice, terminate the Advisory Agreements. Each
Advisory Agreement will terminate automatically in the event of its "assignment"
(as that term is defined under the 1940 Act).
BOARD RECOMMENDATION ON PROPOSAL 1
THE TRUSTEES UNANIMOUSLY RECOMMEND THAT
SHAREHOLDERS OF THE FUNDS VOTE "FOR" PROPOSAL 1
13
PROPOSAL 2--THE APPROVAL OF NEW SUB-ADVISORY AGREEMENTS
WITH RESPECT TO:
AMERIGO FUND
CLERMONT FUND
SELECT ALLOCATION FUND
As discussed above, Proposal 2 relates to the approval by shareholders of
the New CLS Agreements between the Investment Adviser and CLS with respect to
Amerigo Fund, Clermont Fund and Select Allocation Fund. You are being asked to
vote separately on Proposal 2 solely with respect to the CLS Fund(s) that you
own. A form of the New CLS Agreements is attached in Appendix F.
The terms of the New CLS Agreements are identical to those of the
corresponding Current CLS Agreements, which were recently approved by
shareholders, except with respect to the date of execution. Consequently, upon
shareholder approval, CLS will continue to render substantially the same
services to the CLS Funds under the New CLS Agreements that it currently renders
to the CLS Funds under the Current CLS Agreements.
The Current CLS Agreements will remain in place until the completion of
the Transaction, at which time, as a result of the change in the control of the
Investment Adviser, the Current CLS Agreements will terminate. Thereafter,
subject to shareholder approval, the New CLS Agreements will go into effect. If
for some reason the Transaction does not occur, the Current CLS Agreements will
not automatically terminate and will remain in effect, and the New CLS
Agreements will not be entered into, even if they have been approved by Fund
shareholders.
The effectiveness of Proposal 2 is also contingent on the approval of
Proposal 1 by shareholders of the corresponding CLS Funds.
INFORMATION ABOUT CLS
CLS Investments, LLC, located at 4020 South 147th Street, Omaha,
Nebraska, 68137, currently serves as sub-adviser to each of Amerigo Fund,
Clermont Fund and Select Allocation Fund pursuant to the Current CLS Agreement.
Information regarding the Current CLS Agreement, including (a) the date of the
agreement, (b) the date on which it was last approved by shareholders and (c)
the rate of compensation to CLS, is provided in Appendix G. If the New CLS
Agreement is approved by shareholders, it will continue for an initial term of
two years and for subsequent one-year terms so long as it is renewed annually in
accordance with its terms (see discussion under "Term and Continuance" below).
Information regarding the name(s), address(es) and principal
occupation(s) of the principal executive officer(s) and managing member(s) of
CLS is set forth in Appendix H. A list of the Trustees and officers of the Trust
who hold positions with CLS also is set forth in Appendix H. In addition, set
forth in Appendix I is a list of other registered investment companies with
similar investment objectives as the CLS Funds, for which CLS acts as investment
manager, adviser or sub-adviser.
14
CLS is a wholly-owned subsidiary of Northstar Financial Services Group,
LLC ("Northstar"), a Nevada limited liability company. NorthStar is owned 50% by
W. Patrick Clarke and 50% by Michael Miola, both of whom serve as a manager of
CLS.
MATERIAL TERMS OF THE CLS SUB-ADVISORY AGREEMENT
The following summary of the New CLS Agreement between the Investment
Adviser and CLS summarizes its material terms and is qualified in its entirety
by reference to such New CLS Agreement, a form of which is attached in Appendix
F.
DUTIES OF CLS. Under the Current CLS Agreement and the New CLS Agreement,
each between the Investment Adviser and CLS (collectively, the "CLS Sub-Advisory
Agreements"), CLS, subject to the supervision of the Investment Adviser and the
Board, is responsible for managing the assets of each of the CLS Funds,
including making investment decisions and placing orders to purchase and sell
securities for such Funds, all in accordance with the investment objective and
policies of such Funds as reflected in their current prospectus and statement of
additional information and as may be adopted from time to time by the Board. In
accordance with applicable requirements, CLS will also maintain all books and
records relating to the transactions it executes or that are otherwise required,
and render to the Trust and the Investment Adviser such periodic and special
reports at any time upon reasonable request.
INDEMNITY OBLIGATION. The CLS Sub-Advisory Agreements provide that each
of the Investment Adviser and CLS agrees to indemnify each other against any
claim, loss or liability (including reasonable attorney's fees) arising as a
result of the failure to meet the standard of care (generally the care, skill,
prudence and diligence under the circumstances then prevailing that a prudent
person acting in a like capacity and familiar with such matters would use) set
forth in the CLS Sub-Advisory Agreements. Furthermore, the Investment Adviser
and CLS each agrees to indemnify each other against any claim, loss or liability
(including reasonable attorney's fees) arising or as a result of willful
misfeasance, bad faith or gross negligence in the performance of its duties, or
by reason of reckless disregard of its obligation and duties thereunder.
TERM AND CONTINUANCE. Under their terms, the CLS Sub-Advisory Agreements
will remain in full force and effect for a period of up to two years from the
date of their execution, and will continue thereafter as long as their
continuance is approved at least annually by the Board or by vote of a majority
of the outstanding shares of a CLS Fund, as well as by a majority of the
Independent Trustees by vote cast in person at a meeting called for that
purpose. However, the CLS Sub-Advisory Agreements may be terminated with respect
to a CLS Fund, at any time upon 60 days' written notice without the payment of
any penalty, either by the Investment Adviser or CLS. Additionally, each CLS
Sub-Advisory Agreement will terminate immediately in the event of its assignment
or upon the termination of the corresponding Investment Advisory Agreement.
BOARD RECOMMENDATION ON PROPOSAL 2
THE TRUSTEES UNANIMOUSLY RECOMMEND THAT SHAREHOLDERS
OF THE CLS FUNDS VOTE "FOR" PROPOSAL 2
15
PROPOSAL 3--THE APPROVAL OF NEW SUB-ADVISORY AGREEMENTS
WITH RESPECT TO:
DWA FLEXIBLE ALLOCATION FUND
DWA SECTOR ROTATION FUND
As discussed above, Proposal 3 relates to the approval by shareholders of
the New DWA Agreements between the Investment Adviser and DWA with respect to
DWA Flexible Allocation Fund and DWA Sector Rotation Fund. You are being asked
to vote separately on Proposal 3 solely with respect to the DWA Fund(s) that you
own. A form of the New DWA Agreements is attached in Appendix J.
The terms of the New DWA Agreements are identical to those of the
corresponding Current DWA Agreements except with respect to the date of
execution. Consequently, upon shareholder approval, DWA will continue to render
substantially the same services to the DWA Funds under the New DWA Agreements
that it currently renders to the DWA Funds under the Current DWA Agreements.
The Current DWA Agreements will remain in place until the completion of
the Transaction, at which time, as a result of the change in the control of the
Investment Adviser, the Current DWA Agreements will terminate. Thereafter,
subject to shareholder approval, the New DWA Agreements will go into effect. If
for some reason the Transaction does not occur, the Current DWA Agreements will
not automatically terminate and will remain in effect, and the New DWA
Agreements will not be entered into, even if they have been approved by Fund
shareholders. The effectiveness of Proposal 3 is also contingent on the approval
of Proposal 1 by shareholders of the corresponding DWA Funds.
INFORMATION ABOUT DWA
Dorsey, Wright & Associates, Inc., located at 9201 Forest Hill Avenue,
Suite 100, Richmond, VA 23235, currently serves as sub-adviser to each of DWA
Flexible Allocation Fund and DWA Sector Rotation Fund pursuant to the Current
DWA Agreement. Information regarding the Current DWA Agreement, including (a)
the date of the agreement, (b) the date on which it was last approved by
shareholders and (c) the rate of compensation to DWA, is provided in Appendix K.
If the New DWA Agreement is approved by shareholders, it will continue for an
initial term of two years and for subsequent one-year terms so long as it is
renewed annually in accordance with its terms (see discussion under "Term and
Continuance" below).
Information regarding the name(s), address(es) and principal
occupation(s) of the principal executive officer(s) and managing member(s) of
DWA is set forth in Appendix L. A list of the Trustees and officers of the Trust
who hold positions with DWA also is set forth in Appendix L. In addition, set
forth in Appendix M is a list of other registered investment companies with
similar investment objectives as the DWA Funds, for which DWA acts as investment
manager, adviser or sub-adviser. DWA has announced that they may undergo a
change of ownership in the upcoming months which is expected to result in a
"change of control" and thus would terminate the New DWA Agreements. It is
anticipated that if Proposal
16
6 of this proxy statement (i.e., the proposal to approve a manager of managers
arrangement) is approved by shareholders, the New DWA Agreements would be
renewed without shareholder approval, as permitted under the arrangement, in
order to avoid the expense of an additional solicitation.
MATERIAL TERMS OF THE DWA SUB-ADVISORY AGREEMENT
The following summary of the New DWA Agreements between the Investment
Adviser and DWA summarizes its material terms and is qualified in its entirety
by reference to such New DWA Agreements, a form of which is attached in Appendix
J.
DUTIES OF DWA. Under the Current DWA Agreements and the New DWA
Agreements, each between the Investment Adviser and DWA (collectively, the "DWA
Sub-Advisory Agreements"), DWA, subject to the supervision of the Investment
Adviser and the Board, is responsible for holding and selling investments for
the account of each of the DWA Funds. In accordance with applicable
requirements, DWA will also maintain all books and records relating to the
transactions it executes or that are otherwise required, and render to the Trust
and the Investment Adviser such periodic and special reports at any time upon
reasonable request.
INDEMNITY OBLIGATION. The DWA Sub-Advisory Agreements provide that each
of the Investment Adviser and DWA agrees to indemnify each other against any
losses, claims, damages, liabilities or litigation (including legal and other
expenses) incurred or suffered as a result of error of judgment or mistake of
law, unless such losses, claims, damages, liabilities or litigation arise out of
or are based on (i) any willful misconduct, bad faith, reckless disregard or
gross negligence of the either party in the performance of any of its duties or
obligations under the DWA Sub-Advisory Agreements or (ii) any untrue statement
of a material fact contained in the prospectus, proxy materials, reports,
advertisements, sales literature, or other materials pertaining to a Fund or the
omission to state therein a material fact therein. Unless otherwise obligated
under applicable law, the Investment Adviser and DWA will not be liable for
consequential or indirect damages even if the Investment Adviser and DWA have
been advised of the possibility or likelihood of the occurrence of such damages.
TERM AND CONTINUANCE. Under their terms, the DWA Sub-Advisory Agreements
will remain in full force and effect for a period of up to two years from the
date of their execution, and will continue thereafter as long as their
continuance is approved at least annually by the Board or by vote of a majority
of the outstanding shares of a DWA Fund, as well as by a majority of the
Independent Trustees by vote cast in person at a meeting called for that
purpose. However, the DWA Sub-Advisory Agreements may be terminated with respect
to a DWA Fund, at any time upon 60 days' written notice without the payment of
any penalty, either by the Investment Adviser or DWA. Additionally, each DWA
Sub-Advisory Agreement will terminate immediately in the event of its assignment
or upon the termination of the corresponding Investment Advisory Agreement.
BOARD RECOMMENDATION ON PROPOSAL 3
THE TRUSTEES UNANIMOUSLY RECOMMEND THAT SHAREHOLDERS
OF THE DWA FUNDS VOTE "FOR" PROPOSAL 3
17
PROPOSAL 4--THE APPROVAL OF THE ELECTION OF TRUSTEES FOR ALL
FUNDS
Proposal 4 relates to the election of Trustees for the Board. The Board
proposes the election of the following nominees: Donald C. Cacciapaglia, Corey
A. Colehour, J. Kenneth Dalton, John O. Demaret, Richard M. Goldman, Werner E.
Keller, Thomas F. Lydon, Patrick T. McCarville and Roger Somers. Each nominee
has indicated a willingness to serve if elected. If elected, each nominee will
hold office for the life of a Trust or until retirement, removal, or their
office is terminated pursuant to the Trust's Declaration of Trust. A Trustee may
be removed either by: (i) the vote or written consent of at least two-thirds of
the Trustees prior to such removal or (ii) the vote or written consent of
Shareholders owning at least than two-thirds of a Trust's outstanding shares.
In connection with the Transaction, the Board believes that expanding the
Board to include Mr. Cacciapaglia, who is a member of senior management of
Guggenheim's investment management business, and who is proposed serve on other
boards in the Rydex|SGI family of funds, would be appropriate. If elected, Mr.
Cacciapaglia would be an Interested Trustee due to the position he holds with
Guggenheim Capital.
The Board believes that it is in shareholders' best interest to have a
Board that is composed entirely of elected trustees. The Board also believes
that good governance practices involve having a majority of its members be
Independent Trustees. If all of the nominees are elected, the Board will consist
of seven trustees who are not considered to be "interested persons" of the Funds
as defined in the 1940 Act and two trustees who are considered to be "interested
persons" of the Funds as defined in the 1940 Act.
The Trust's Nominating Committee, which is responsible for identifying,
evaluating and nominating individuals to serve as trustees of the Trust,
recommended that the Board expand in size to nine members, and include a trustee
who is affiliated with the Investment Adviser's parent company, Guggenheim
Capital. The Board considered the long-term ability of the Rydex|SGI family of
funds to operate in an efficient and cohesive manner and determined that
expanding the size of the Board to include a representative of the parent of the
Investment Adviser would benefit the Funds. The Nominating Committee also
considered Mr. Cacciapaglia's skills and background, and noted that his past and
current experience in various aspects of banking and finance would make him a
strong addition to the Board. At a meeting held on September 16, 2011, the Board
approved the Nominating Committee's recommendation that the nine nominees stand
for election.
INFORMATION REGARDING THE NOMINEES
The following table lists the nominees for Trustee, including the current
Trustees, their ages, current position(s) held with the Trust, length of time
served, principal occupations during the past five years, number of funds
overseen within the fund complex and other directorships/trusteeships held
outside of the fund complex. For the new Trustee nominee, the table shows the
number of funds the nominee will oversee if elected. The fund complex consists
of Rydex ETF Trust, Rydex Variable Trust, Rydex Series Funds, Rydex Dynamic
Funds, Security Equity Fund, Security Income Fund, Security Large Cap Value
Fund, Security Mid Cap
18
Growth Fund and SBL Fund. The mailing address of each nominee is 805 King Farm
Boulevard, Suite 600, Rockville, Maryland 20850.
---------------------------------------------------------------------------------------------------------------------------------
NUMBER OF
PORTFOLIOS
POSITION(S) HELD IN FUND
WITH THE TRUST, COMPLEX OTHER
TERM OF OFFICE OVERSEEN DIRECTORSHIPS
NAME, ADDRESS AND LENGTH OF PRINCIPAL OCCUPATION(S) BY TRUSTEE HELD BY TRUSTEE
AND AGE OF TRUSTEE TIME SERVED DURING PAST 5 YEARS OR NOMINEE OR NOMINEE
---------------------------------------------------------------------------------------------------------------------------------
INTERESTED TRUSTEES OR NOMINEES
---------------------------------------------------------------------------------------------------------------------------------
Donald C. Nominee Guggenheim Investments: President and 212 None
Cacciapaglia (60)* Chief Administrative Officer from February
2010 to present
Channel Capital Group Inc.: Chairman and
CEO from April 2002 to February 2010
---------------------------------------------------------------------------------------------------------------------------------
Richard M. Goldman (50)** Trustee and President Security Benefit Corporation: Senior Vice 212 None
from 2009 to present President from March 2007 to present
Security Benefit Asset Management
Holdings, LLC: Chief Executive Officer
from October 2010 to present
Rydex Holdings, LLC: Chief Executive
Officer & Manager from January 2009 to
present
Security Investors, LLC: President, CEO &
Member Representative from August 2007
to present
Rydex Distributors, LLC: President, Chief
Executive Officer and Manager from
January 2009 to present
Rydex Fund Services, LLC: Manager from
July 2009 to present
SBL Fund, Security Equity Fund, Security
Income Fund, Security Large Cap Value
Fund and Security Mid Cap Growth Fund:
President from May 2008 to present
First Security Benefit Life and Annuity
Insurance Company of New York: Director
from September 2007 to September 2010
Rydex Advisors, LLC: Director and Chief
Executive Officer from January 2009 to
January 2010
Rydex Advisors II, LLC: Director and Chief
Executive Officer from January 2009 to
January 2010
---------------------------------------------------------------------------------------------------------------------------------
19
---------------------------------------------------------------------------------------------------------------------------------
NUMBER OF
PORTFOLIOS
POSITION(S) HELD IN FUND
WITH THE TRUST, COMPLEX OTHER
TERM OF OFFICE OVERSEEN DIRECTORSHIPS
NAME, ADDRESS AND LENGTH OF PRINCIPAL OCCUPATION(S) BY TRUSTEE HELD BY TRUSTEE
AND AGE OF TRUSTEE TIME SERVED DURING PAST 5 YEARS OR NOMINEE OR NOMINEE
---------------------------------------------------------------------------------------------------------------------------------
Security Global Investors, LLC: Manager
and President from May 2007 to January
2010
Security Distributors, Inc.: Director from
March 2007 to 2009
R.M. Goldman Partner, LLC: Managing
Member from February 2006 to February
2007
---------------------------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------------------------
INDEPENDENT TRUSTEES
---------------------------------------------------------------------------------------------------------------------------------
Corey A. Colehour (65) Trustee from 2003 to Retired; President and Senior Vice 179 None
present; Member of President of Schield Management Company
the Audit Committee (registered investment adviser) from 2003
from 2003 to present; to 2006
and Member of the
Governance and
Nominating
Committees from
2005 to present
---------------------------------------------------------------------------------------------------------------------------------
J. Kenneth Dalton (70) Trustee from 2003 to Retired 179 Trustee of
present; Member and Epiphany Funds
Chairman of the Audit since 2009
Committee from 2003
to present; Member of
the Governance and
Nominating
Committees from
2005 to present; and
Member of the Risk
Oversight Committee
from 2010 to present
---------------------------------------------------------------------------------------------------------------------------------
John O. Demaret (71) Trustee from 2003 to Retired 179 None
present; Chairman of
the Board from 2006
to present; Member of
the Audit Committee
from 2003 to present;
and Member of the
Risk Oversight
Committee from 2010
to present
---------------------------------------------------------------------------------------------------------------------------------
Werner E. Keller (71) Vice Chairman of the Founder and President of Keller Partners, 179 None
Board of Trustee from LLC (registered investment adviser) from
2010 to present; 2005 to present; and Retired from 2001 to
Trustee and Member 2005
---------------------------------------------------------------------------------------------------------------------------------
20
---------------------------------------------------------------------------------------------------------------------------------
NUMBER OF
PORTFOLIOS
POSITION(S) HELD IN FUND
WITH THE TRUST, COMPLEX OTHER
TERM OF OFFICE OVERSEEN DIRECTORSHIPS
NAME, ADDRESS AND LENGTH OF PRINCIPAL OCCUPATION(S) BY TRUSTEE HELD BY TRUSTEE
AND AGE OF TRUSTEE TIME SERVED DURING PAST 5 YEARS OR NOMINEE OR NOMINEE
---------------------------------------------------------------------------------------------------------------------------------
of the Audit and
Governance and
Nominating
Committees from
2005 to present; and
Chairman and
Member of the Risk
Oversight Committee
from 2010 to present
---------------------------------------------------------------------------------------------------------------------------------
Thomas F. Lydon (51) Trustee and Member President of Global Trends Investments 179 Board of
of the Audit and (registered investment adviser) from 1996 Directors of US
Governance and to present Global Investors
Nominating (GROW) since
Committees from April 1995
2005 to present
---------------------------------------------------------------------------------------------------------------------------------
Patrick T. McCarville (69) Trustee from 2003 to Retired. Chief Executive Officer of Par 179 None
present; Member of Industries, Inc., d/b/a Par Leasing from
the Audit Committee 1977 to 2010
from 2003 to present;
and Chairman of the
Governance and
Nominating
Committees from
2005 to present
---------------------------------------------------------------------------------------------------------------------------------
Roger Somers (67) Trustee from 2003 to Founder and Chief Executive Officer of 179 None
present; Member of Arrow Limousine from 1965 to present
the Audit Committee
from 2003 to present;
and Member of the
Governance and
Nominating
Committees from
2005 to present
---------------------------------------------------------------------------------------------------------------------------------
* Mr. Cacciapaglia is an "interested" person of the Trust, as that term is
defined in the 1940 Act by virtue of his affiliation with the Investment
Adviser's parent company.
** Mr. Goldman is an "interested" person of the Trust, as that term is
defined in the 1940 Act by virtue of his affiliation with the Funds'
Investment Adviser.
The Chairman of the Board, John O. Demaret, is an Independent
Trustee. The Trust has determined its leadership structure is
appropriate given the specific characteristics and circumstances of the
Trust. The Trust made this determination in consideration of, among
other things, the fact that the Chairman of the Board is an Independent
Trustee; the fact that only two of the proposed nominees are "interested
persons" of the Trust; the fact that the chairperson of each Committee
of the Board is an Independent Trustee; the amount of assets under
management in the Trust; and the number of Funds (and classes of shares)
overseen by the Board. The Board
21
also believes that its leadership structure facilitates the orderly and
efficient flow of information to the Independent Trustees from Fund management.
BOARD'S CONSIDERATION OF EACH NOMINEE'S QUALIFICATIONS, EXPERIENCE, ATTRIBUTES
OR SKILLS
The Board has concluded that each of the nominees should serve on the
Board because of his ability to review and understand information about the
Trust and the Funds provided to him by management; to identify and request other
information he may deem relevant to the performance of his duties; to question
management and other service providers regarding material factors bearing on the
management and administration of the Funds; and to exercise his business
judgment in a manner that serves the best interests of the Funds' shareholders.
The Board has concluded that each of the nominees should serve as a Trustee
based on his experience, qualifications, attributes and skills as described
below.
The Board has concluded that Donald C. Cacciapaglia should serve as
Trustee because of his prior experience working in the investment banking and
financial services industries. He is President and Chief Administrative Officer
of Guggenheim's investment management business. Most recently he was chairman
and CEO of Channel Capital Group Inc. and its subsidiary broker-dealer, Channel
Capital Group LLC, an affiliate of Guggenheim Capital, from 2002 through 2010.
From 1996 until 2002 when he joined Channel Capital Group, Mr. Cacciapaglia held
the position of Managing Director and Chief Operating Officer of the Investment
Banking Group at PaineWebber. Additionally, in 1998, he started PaineWebber's
Private Equity Group and assumed responsibility for the coverage of leveraged
buyout firms and the Investment Bank's Business Development Group. Before that,
Mr. Cacciapaglia was Chief Operating Officer of the Short and Intermediate
Trading Group at CS First Boston (1995-1996). From his experience as President
and COO of Guggenheim, and from his prior work experience, Mr. Cacciapaglia has
extensive knowledge of the financial services industry and mutual fund business.
The Board has concluded that Richard M. Goldman should serve as Trustee
because of the experience he has gained as a Trustee of each Trust since 2009
and his experience working in the financial services and mutual fund industries.
Mr. Goldman has gained valuable knowledge and experience from holding multiple
roles with Security Global Investors, LLC and Security Benefit Corporation. Mr.
Goldman also serves as a director for First Security Benefit Life and Annuity
Insurance Company of New York and previously served as a director of Security
Distributors, Inc. Prior to working for Security Benefit, Mr. Goldman was the
President and CEO of ForstmannLeff Associates, an investment management firm.
From his experience as CEO of the Investment Adviser, as a Trustee, and from his
prior work experience, Mr. Goldman has extensive knowledge of the financial
services industry and mutual fund business.
The Board has concluded that Corey A. Colehour should serve as Trustee
because of the experience he has gained as a Trustee of each Trust and his prior
experience working in the financial services industry. Mr. Colehour has served
as a Trustee of Rydex Series Funds since 1993, Rydex Variable Trust since 1998,
Rydex Dynamic Funds since 1999, and Rydex ETF Trust since 2003. Mr. Colehour
also has served as a member of the Audit, Nominating and Governance Committees
of each Trust. In addition to his experience as a Trustee for the Funds
22
and his extensive institutional knowledge of the fund complex, Mr. Colehour
acquired valuable knowledge about the operations of a registered investment
adviser in his role as President and Senior Vice-President of Schield Management
Company, an SEC registered investment adviser. Mr. Colehour's significant tenure
as a Trustee and his extensive knowledge of the financial services industry
qualify Mr. Colehour to serve as Trustee.
The Board has concluded that J. Kenneth Dalton should serve as Trustee
because of his role as a Trustee of each Trust and his extensive knowledge of
the banking and financial services industry. Mr. Dalton has served as a Trustee
of Rydex Series Funds since 1995, Rydex Variable Trust since 1998, Rydex Dynamic
Funds since 1999, and Rydex ETF Trust since 2003. Mr. Dalton also has served as
a member and Chairman of the Audit Committee of Rydex Series Funds since 1997,
Rydex Variable Trust since 1998, Rydex Dynamic Funds since 2006, and Rydex ETF
Trust since 2003; and as a member of the Nominating, Governance and Risk
Oversight Committees of each Trust since 2005 and as a member of the Risk
Oversight Committee since 2010. The expertise Mr. Dalton developed during his
more than thirty years in the mortgage and banking industries, including
positions as President of CRAM Mortgage Group, Inc. and as the founder of the
Dalton Group, a mortgage banking consulting firm, serves as a valuable resource
for the Board when evaluating certain of the Funds' investments and the
conditions of the banking and mortgage industries in general, and complements
the other Trustees' areas of expertise. Mr. Dalton's service as a trustee for
another mutual fund company also provides invaluable experience and perspective
to the Board and has contributed to Mr. Dalton's knowledge of the mutual fund
business.
The Board has concluded that John O. Demaret should serve as Trustee and
Chairman of the Board because of the experience he has gained as a Trustee of
each Trust and his experience as Chairman of the Board since 2006. Mr. Demaret
has served as a Trustee of Rydex Series Funds since 1997, Rydex Variable Trust
since 1998, Rydex Dynamic Funds since 1999, and Rydex ETF Trust since 2003. Mr.
Demaret also has served as a member of the Audit and Risk Oversight Committees
of each Trust. As Chairman of the Board, Mr. Demaret has experience working with
all of the Trustees, Officers and management to effectively lead and communicate
with the Board. In addition to his experience as a Trustee for the Rydex Funds,
Mr. Demaret also was Founder and CEO of Health Costs Controls America and served
as General Counsel of the Chicago Transit Authority, and as a senior partner in
a private legal practice. Based on his prior work experience and his experience
serving as a Trustee and Chairman of the Board, Mr. Demaret has extensive
knowledge of the mutual fund business and financial services industry.
The Board has concluded that Werner E. Keller, CFA should serve as
Trustee because of the experience he has gained as a Trustee of each Trust since
2005 and his prior experience working in the financial services industry. Mr.
Keller also served as a trustee of the Rydex Capital Partners Sphinx Fund from
2003 to 2007. Mr. Keller has served as a member of the Audit, Governance and
Nominating Committees of each Trust. In addition, Mr. Keller has served as the
Chairman of the Risk Oversight Committee of each Trust since 2010. Mr. Keller
serves as the Financial Expert of the Audit Committee. In addition to his
experience as a Trustee for the Funds, Mr. Keller acquired understanding about
the operations of a registered investment adviser during his tenure as Founder
and President of Centurion Capital Management, an SEC-registered investor
adviser. He also held the position of Director of Research for three NYSE
23
member firms and taught courses in portfolio management and investment analysis
at UCLA Extension. In addition, he has published several academic articles on
quantitative investment topics. Mr. Keller's service as a Trustee for five
years, specialized prior work experience, and knowledge of the financial
services industry and mutual fund business qualify Mr. Keller to serve as a
Trustee of the Funds.
The Board has concluded that Thomas F. Lydon should serve as Trustee
because of the experience he has gained as a Trustee of each Trust since 2005
and his prior work experience in the financial services industry. Mr. Lydon also
served as a trustee of the Rydex Capital Partners Sphinx Fund from 2003 to 2007.
Mr. Lydon has served as a member of the Audit, Governance and Nominating
Committees of each Trust. In addition to his experience as a Trustee for the
Funds, Mr. Lydon is currently President of Global Trends Investments, an SEC
registered investment adviser, where he has served since 1996. Mr. Lydon has
also served on the board of U.S. Global Investors, Inc. (GROW), the investment
adviser and transfer agent to thirteen open-end investment companies, since
April 1995, and is the editor of ETF Trends, a website specializing in daily
news and commentary about the ETF industry. He has also authored two books about
ETFs. Based on his experience as a Trustee for five years, his experience
serving on another board, and his related work experience, Mr. Lydon has
extensive knowledge of the mutual fund business and the financial services
industry.
The Board has concluded that Patrick T. McCarville should serve as
Trustee because of the experience and institutional knowledge he has gained in
his role as Trustee of each Trust. Mr. McCarville has served as a Trustee of
Rydex Series Funds since 1997, Rydex Variable Trust since 1998, Rydex Dynamic
Funds since 1999, and Rydex ETF Trust since 2003. Mr. McCarville also has served
as a member of the Audit, Governance and Nominating Committees of each Trust.
Mr. McCarville contributes a wealth of business and management experience to the
Board having founded Par Industries, Inc., a well-established equipment leasing
business, and serving as its Chief Executive Officer for more than thirty years.
Mr. McCarville continues to be active in the manufacturing industry and serves
as a Director of Tomco Equipment Co., a manufacturer of cylinders for CO2
distribution. Based on his extensive business experience and experience serving
as a Trustee, Mr. McCarville has extensive knowledge of the financial services
industry.
The Board has concluded that Roger Somers should serve as Trustee because
of the experience and institutional knowledge he has gained in his role as
Trustee of each Trust. Mr. Somers has served as a Trustee of Rydex Series Funds
since 1993, Rydex Variable Trust since 1998, Rydex Dynamic Funds since 1999, and
Rydex ETF Trust since 2003. Mr. Somers also has served as a member of the Audit,
Governance and Nominating Committees of each Trust. Mr. Somers has extensive
business experience as the founder and president of a transportation company.
Due to his business experience and experience serving as a Trustee, Mr. Somers
is very knowledgeable about the financial services industry.
If the nominees are elected, Mr. Demaret would remain the Chairman of the Board.
24
PRINCIPAL OFFICERS OF THE FUNDS
Officers of the Funds are appointed by the Board and serve at the
pleasure of the Board. The following table shows information about the principal
officers, including their ages, their positions with the Trust and their
principal occupations during the past five years. The mailing address of each
officer is 805 King Farm Boulevard, Suite 600, Rockville, Maryland 20850. Each
officer will hold office until his or her successor has been duly elected or
appointed or until his or her earlier death, resignation or removal.
----------------------------------------------------------------------------------------------------------------------------
NUMBER OF
POSITION(S) HELD PORTFOLIOS
WITH THE TRUST, IN FUND
TERM OF OFFICE COMPLEX
NAME, ADDRESS AND AGE AND LENGTH OF PRINCIPAL OCCUPATION(S) OVERSEEN
OF TRUSTEE/OFFICER TIME SERVED DURING PAST 5 YEARS BY OFFICER
----------------------------------------------------------------------------------------------------------------------------
Richard M. Goldman (50) President from 2009 to Current: Senior Vice President, Security Benefit 212
present Corporation; CEO, Security Benefit Asset Management
Holdings, LLC; CEO, President & Manager
Representative, Security Investors, LLC; CEO & Manager,
Rydex Holdings, LLC; CEO, President, & Manager,
Rydex Distributors, LLC; Manager, Rydex Fund Services,
LLC; and President & Trustee, Rydex Series Funds, Rydex
ETF Trust, Rydex Dynamic Funds and Rydex Variable
Trust
Previous: Director, First Security Benefit Life Insurance
Company (2007-2010); President & Director, Security
Global Investors (2010-2011); CEO & Director, Rydex
Advisors, LLC & Rydex Advisor II, LLC (2010); Director,
Security Distributors, Inc. (2007-2009); and Managing
Member, RM Goldman Partners, LLC (2006-2007).
----------------------------------------------------------------------------------------------------------------------------
Michael P. Byrum (41) Trustee from 2005 to Current: President, Security Benefit Asset Management 179
2009; Vice President Holdings, LLC; Senior Vice President, Security Investors,
from 2003 to present LLC; President & Chief Investment Officer, Rydex
Holdings, LLC; Director & Chairman of the Board,
Advisor Research Center, Inc.; and Manager, Rydex
Specialized Products, LLC.
Previous: Rydex Distributors, LLC (f/k/a Rydex
Distributors, Inc.), Vice President (2009); Rydex Fund
Services, LLC, Director (2009-2010), Secretary (2002-
2010), Executive Vice President (2002-2006); Rydex
Advisors, LLC (f/k/a PADCO Advisors, Inc.), Director
(2008-2010), Chief Investment Officer (2006-2010),
President (2004-2010); Secretary (2002-2010); Rydex
Advisors II, LLC (f/k/a PADCO Advisors II, Inc.),
Director (2008-2010), Chief Investment Officer (2006-
2010), President (2004-2010), Secretary (2002-2010);
Rydex Capital Partners, LLC, (President & Secretary
2003-2007); Rydex Capital Partners II, LLC, (2003-2007);
Rydex Holdings, LLC (f/k/a Rydex Holdings, Inc.),
Secretary 2005-2008), Executive Vice President (2005-
2006); Advisor Research Center, Inc., Secretary (2006-
2009), Executive Vice President (2006); and Rydex
Specialized Products, LLC, Secretary (2005-2008).
----------------------------------------------------------------------------------------------------------------------------
25
----------------------------------------------------------------------------------------------------------------------------
NUMBER OF
POSITION(S) HELD PORTFOLIOS
WITH THE TRUST, IN FUND
TERM OF OFFICE COMPLEX
NAME, ADDRESS AND AGE AND LENGTH OF PRINCIPAL OCCUPATION(S) OVERSEEN
OF TRUSTEE/OFFICER TIME SERVED DURING PAST 5 YEARS BY OFFICER
----------------------------------------------------------------------------------------------------------------------------
Nick Bonos (47) Vice President and Current: Senior Vice President, Security Investors, LLC; 179
Treasurer from 2003 Chief Executive Officer & Manager, Rydex Specialized
to present Products, LLC; Chief Executive Officer & President,
Rydex Fund Services, LLC; Vice President, Rydex
Holdings, LLC; Treasurer, SBL Fund; Security Equity
Fund; Security Income Fund; Security Large Cap Value
Fund & Security Mid Cap Growth Fund; and Vice President,
Security Benefit Asset Management Holdings, LLC.
Previous: Security Global Investors, LLC, Senior Vice
President (2010-2011); Rydex Advisors, LLC (f/k/a
PADCO Advisors, Inc.) Senior Vice President (2006-2011);
Rydex Fund Services, LLC (f/k/a Rydex Fund Services,
Inc.), Director (2009) & Senior Vice President
(2003-2006); and Rydex Specialized Products, LLC, Chief
Financial Officer (2005-2009).
----------------------------------------------------------------------------------------------------------------------------
Joanna M. Haigney (44) Chief Compliance Current: Chief Compliance Officer & Secretary, SBL 179
Officer from 2004 to Fund; Security Equity Fund; Security Income Fund;
present; and Secretary Security Large Cap Value Fund & Security Mid Cap
from 2003 to present Growth Fund; Vice President, Rydex Holdings, LLC; Vice
President, Security Benefit Asset Management Holdings,
LLC; and Senior Vice President & Chief Compliance
Officer, Security Investors, LLC
Previous: Security Global Investors, LLC, Senior Vice
President (2010-2011); Rydex Advisors, LLC (f/k/a
PADCO Advisors, Inc.) and Rydex Advisors II, LLC (f/k/a
PADCO Advisors II, Inc.), Chief Compliance Officer and
Senior Vice President (2010-2011); Rydex Capital Partners
I, LLC & Rydex Capital Partners II, LLC, Chief Compliance
Officer (2006-2007); and Rydex Fund Services, LLC (f/k/a
Rydex Fund Services, Inc.), Vice President (2001-2006).
----------------------------------------------------------------------------------------------------------------------------
Joseph Arruda (44) Assistant Treasurer Current: Assistant Treasurer, SBL Fund; Security Equity 179
from 2006 to present Fund; Security Income Fund; Security Large Cap Value
Fund & Security Mid Cap Growth Fund; Vice President,
Security Investors, LLC; and Chief Financial Officer &
Manager, Rydex Specialized Products, LLC.
Previous: Security Global Investors, LLC, Vice President
(2010-2011); and Rydex Advisors, LLC (f/k/a PADCO
Advisors, Inc.) & Rydex Advisors II, LLC (f/ka/ PADCO
Advisors II, Inc.), Vice President (2004-2011).
----------------------------------------------------------------------------------------------------------------------------
Keith Fletcher (53) Vice President from Current: Senior Vice President, Security Investors, LLC; 179
2009 to present Vice President, Rydex Holdings, LLC; Vice President,
----------------------------------------------------------------------------------------------------------------------------
26
----------------------------------------------------------------------------------------------------------------------------
NUMBER OF
POSITION(S) HELD PORTFOLIOS
WITH THE TRUST, IN FUND
TERM OF OFFICE COMPLEX
NAME, ADDRESS AND AGE AND LENGTH OF PRINCIPAL OCCUPATION(S) OVERSEEN
OF TRUSTEE/OFFICER TIME SERVED DURING PAST 5 YEARS BY OFFICER
----------------------------------------------------------------------------------------------------------------------------
Rydex Specialized Products, LLC; Vice President, Rydex
Distributors, LLC; Vice President, Rydex Fund Services,
LLC; Vice President and Director, Advisor Research
Center, Inc.; and Vice President, SBL Fund; Security
Equity Fund; Security Income Fund; Security Large Cap
Value Fund & Security Mid Cap Growth Fund.
Previous: Security Global Investors, LLC, Vice President
(2010-2011); Rydex Advisors, LLC (f/ka/ PADCO
Advisors, Inc.) & Rydex Advisors II, LLC (f/k/a PADCO
Advisors II, Inc.), Vice President (2009-2011); Lyster
Watson and Company, Managing Director (2007-2008);
and Fletcher Financial Group, Inc., Chief Executive
Officer (2004-2007).
----------------------------------------------------------------------------------------------------------------------------
Amy Lee (50) Vice President and Current: Senior Vice President & Secretary, Security 179
Assistant Secretary Investors, LLC; Secretary & Chief Compliance Officer,
from 2009 to present Security Distributors, Inc.; Vice President, Associate
General Counsel & Assistant Secretary, Security Benefit
Life Insurance Company and Security Benefit Corporation;
Associate General Counsel, First Security Benefit Life
Insurance and Annuity of New York; Vice President &
Secretary, SBL Fund; Security Equity Fund; Security
Income Fund; Security Large Cap Value Fund & Security
Mid Cap Growth Fund; Vice President & Secretary, Rydex
Holdings, LLC Secretary, Advisor Research Center, Inc.,
Rydex Specialized Products, LLC, Rydex Distributors,
LLC and Rydex Fund Services, LLC; and Assistant
Secretary, Security Benefit Clinic and Hospital
Previous: Security Global Investors, LLC, Senior Vice
President & Secretary (2007-2011); Rydex Advisors, LLC
(f/ka/ PADCO Advisors, Inc.) & Rydex Advisors II, LLC
(f/k/a PADCO Advisors II, Inc.), Senior Vice President &
Secretary (2010-2011); and Brecek & Young Advisors,
Inc., Director (2004-2008).
----------------------------------------------------------------------------------------------------------------------------
NOMINEE OWNERSHIP OF PORTFOLIO SHARES
The following table shows the dollar amount range of each Nominee's beneficial
ownership of shares of the Funds and all Funds that the nominee would oversee in
the family of funds as of the end of the most recently completed calendar year.
Dollar amount ranges disclosed are established by the SEC.
27
---------------------------------------------------------------------------------------------------------------------------------
AGGREGATE DOLLAR
RANGE OF SHARES IN ALL
DOLLAR RANGE OF FUNDS OVERSEEN BY
NAME FUND NAME FUND SHARES (1) NOMINEE (1,2)
---------------------------------------------------------------------------------------------------------------------------------
INTERESTED NOMINEES
---------------------------------------------------------------------------------------------------------------------------------
Donald C. Cacciapaglia None None None
---------------------------------------------------------------------------------------------------------------------------------
Richard Goldman None None None
---------------------------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------------------------
INDEPENDENT NOMINEES
---------------------------------------------------------------------------------------------------------------------------------
Corey A. Colehour None None $50,001 - $100,000
---------------------------------------------------------------------------------------------------------------------------------
J. Kenneth Dalton None None $10,001 - $50,000
---------------------------------------------------------------------------------------------------------------------------------
Thomas F. Lydon, Jr. None None None
---------------------------------------------------------------------------------------------------------------------------------
Werner E. Keller None None Over $100,000
---------------------------------------------------------------------------------------------------------------------------------
Patrick T. McCarville None None $50,001 - $100,000
---------------------------------------------------------------------------------------------------------------------------------
Roger J. Somers None None Over $100,000
---------------------------------------------------------------------------------------------------------------------------------
1 Information provided is as of December 31, 2010.
2 Includes the Trust, Rydex Series Funds, Rydex Variable Trust, Rydex Dynamic
Funds, Security Equity Fund, Security Large Cap Value Fund, Security Mid
Cap Growth Fund, Security Income Fund and SBL Fund, as applicable.
None of the nominees who would be Independent Trustees or their immediate
family members had any interest in the Investment Adviser or Distributor, or any
person controlling, controlled by or under common control with such persons. For
this purpose, "immediate family member" includes the Nominee's spouse, children
residing the in the Nominee's household and dependents of the Nominee.
As of October 3, 2011, the Trustees and officers as a group owned less
than 1% of the outstanding shares of each Fund.
BOARD COMPENSATION
The following table sets forth compensation paid by Rydex Variable Trust
for the fiscal year ended December 31, 2010.
----------------------------------------------------------------------------------------------------------------------------
AGGREGATE PENSION OR RETIREMENT ESTIMATED ANNUAL
COMPENSATION BENEFITS ACCRUED AS PART OF BENEFITS UPON TOTAL COMPENSATION
NAME OF TRUSTEE FROM TRUST TRUST'S EXPENSES RETIREMENT FROM FUND COMPLEX *
----------------------------------------------------------------------------------------------------------------------------
INTERESTED TRUSTEE
----------------------------------------------------------------------------------------------------------------------------
Richard Goldman** $0 $0 $0 $0
----------------------------------------------------------------------------------------------------------------------------
INDEPENDENT TRUSTEES
----------------------------------------------------------------------------------------------------------------------------
Corey A. Colehour $19,900 $0 $0 $162,000
----------------------------------------------------------------------------------------------------------------------------
J. Kenneth Dalton $21,100 $0 $0 $174,000
----------------------------------------------------------------------------------------------------------------------------
John O. Demaret $24,700 $0 $0 $202,000
----------------------------------------------------------------------------------------------------------------------------
Werner E. Keller $20,000 $0 $0 $163,500
----------------------------------------------------------------------------------------------------------------------------
Thomas F. Lydon $19,800 $0 $0 $161,000
----------------------------------------------------------------------------------------------------------------------------
Patrick T. McCarville $20,400 $0 $0 $168,000
----------------------------------------------------------------------------------------------------------------------------
Roger J. Somers $19,900 $0 $0 $162,000
----------------------------------------------------------------------------------------------------------------------------
28
* Represents total compensation for service as Trustee of Rydex ETF Trust,
Rydex Series Funds, Rydex Variable Trust and Rydex Dynamic Funds.
** Mr. Goldman is an Interested Trustee, as that term is defined in the
1940 Act by virtue of his affiliation with the Advisor. He does not
receive compensation from the Funds.
29
COMMITTEES AND MEETINGS OF THE BOARD
The Board has overall responsibility to manage and control the business
affairs of the Trust, including the complete and exclusive authority to oversee
and to establish policies regarding the management, conduct and operation of the
Trust's business. The Board held 4 regular meetings, and 2 special meetings,
during the Trust's most recent fiscal year. Each Trustee then in office attended
at least 75% of the aggregate of the total number of meetings of the Board and
the total number of meetings held by all committees of the Board on which the
Trustee served. The Trust currently does not have a policy with respect to
Trustees' attendance at shareholder meetings. Shareholders wishing to
communicate with the Board or individual directors should send such
correspondence to the Board at the Trust's offices. Shareholder communications
will be sent directly to the applicable Board member(s). The Board has
established the following standing committees:
AUDIT COMMITTEE. The Board has a standing Audit Committee that is
composed of each of the non-interested trustees of the Trust. The Audit
Committee operates pursuant to a written charter approved by the Board. The
principal responsibilities of the Audit Committee include: recommending which
firm to engage as the Trust's independent registered public accounting firm and
whether to terminate this relationship; reviewing the independent registered
public accounting firm's compensation, the proposed scope and terms of its
engagement, and the firm's
30
independence; serving as a channel of communication between the independent
registered public accounting firm and the Board; reviewing the results of each
external audit, including any qualifications in the independent registered
public accounting firm's opinion, any related management letter, management's
responses to recommendations made by the independent registered public
accounting firm in connection with the audit, if any, reports submitted to the
Committee by the Trust's service providers that are material to the Trust as a
whole, and management's responses to any such reports; reviewing the Trust's
audited financial statements and considering any significant disputes between
the Trust's management and the independent registered public accounting firm
that arose in connection with the preparation of those financial statements;
considering, in consultation with the independent registered public accounting
firm and the Trust's senior internal accounting executive, the independent
registered public accounting firm's report on the adequacy of the Trust's
internal financial controls; reviewing, in consultation with the Trust's
independent registered public accounting firm, major changes regarding auditing
and accounting principles and practices to be followed when auditing the Trust's
financial statements; and other audit related matters. Messrs. Colehour, Dalton,
Demaret, Keller, Lydon, McCarville and Somers serve as members of the Audit
Committee. The Audit Committee met four times in the most recently completed
fiscal year.
GOVERNANCE COMMITTEE. The Board has a standing Governance Committee that
operates under a written charter approved by the Board. The role of the
Governance Committee is to assist the Board in assuring the effective governance
of the Trust, including: (i) monitoring and making recommendations regarding
committees of the Board, including the responsibilities of those committees as
reflected in written committee charters, and committee assignments; (ii) making
recommendations regarding the term limits and retirement policies applicable to
the Independent Trustees of the Trust; (iii) considering and making
recommendations to the Board concerning the compensation of the Independent
Trustees, the Independent Chairman of the Board, including any special
compensation for serving as chairman of a member of a committee of the Board,
and expense reimbursement policies applicable to the Independent Trustees; (iv)
periodically reviewing and making recommendations regarding the size and
composition of the Board, including recommendations to the Board concerning the
need to increase or decrease the size of the Board or to add individuals with
special knowledge, skill sets or backgrounds to the Board; (v) overseeing the
orientation and education processes for new Independent Trustees and continuing
education of incumbent Independent Trustees; (vi) monitoring the independence
and performance of legal counsel to the Independent Trustees and making
recommendations to the Independent Trustees regarding the selection of
independent counsel to the Independent Trustees; (vii) overseeing the process
regarding the Board's periodic self-assessments and making recommendations to
the Board concerning that process; and (viii) making recommendations to the
Board concerning all other matters pertaining to the functioning of the Board
and committees of the Board and pertaining generally to the governance of the
Trust. Messrs. Keller, Lydon, and McCarville serve as members of the Governance
Committee. For the most recently completed fiscal year, the Governance Committee
met once.
NOMINATING COMMITTEE. The Board has a separate standing Nominating
Committee that operates under a written charter approved by the Board, attached
hereto as Appendix P. The role of the Nominating Committee is to identify,
evaluate and nominate individuals to serve as trustees of the Trust including,
shareholder recommendations for nominations to fill vacancies on
31
the Board. The Nominating Committee does not currently have specific procedures
in place to consider nominees recommended by shareholders, but would consider
such nominees if submitted in accordance with Rule 14a-8 of the Securities
Exchange Act of 1934 in conjunction with a shareholder meeting to consider the
election of Board members. Messrs. Keller, Lydon, and McCarville serve as
members of the Nominating Committee. For the most recently completed fiscal
year, the Nominating Committee met once. Additional information regarding the
Nominating Committee may be found in the charter of the Nominating Committee.
RISK OVERSIGHT COMMITTEE. The Board has a separate standing Risk
Oversight Committee that operates under a written charter approved by the Board.
The role of the Risk Oversight Committee is to assist the Board in fulfilling
its responsibility to oversee risk management activities applicable to the
Funds, including systems failure, disaster recovery, business continuity and
other operational risks; counterparty credit, liquidity, valuation, leverage and
other market and investment risks; and legal and compliance risks. Messrs.
Demaret, Keller, and Dalton, serve as members of the Risk Oversight Committee.
For the most recently completed fiscal year, the Risk Oversight Committee met
three times.
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The firm of Ernst & Young LLP ("Ernst & Young") has been selected as
independent auditors of the Trust for the current fiscal year. Ernst & Young has
confirmed to the Audit Committee that they are independent auditors with respect
to the Trusts. Representatives of Ernst & Young are not expected to be present
at the Meeting, but will have the opportunity to make a statement if they wish,
and will be available should any matter arise requiring their presence.
Certain information concerning the fees and services provided by Ernst &
Young to the Trust and to the Investment Adviser and its affiliates for the two
most recently completed fiscal years of the Trust is provided below. The Audit
Committee is responsible for the engagement, compensation, and oversight of
Ernst & Young. The Audit Committee is required to pre-approve all audit and
permitted non-audit services performed by Ernst & Young for the Funds in
accordance with the Audit Committee Charter and the 1940 Act and makes a
determination with respect to Ernst & Young's independence each year. For the
two most recent fiscal years for each if the Funds, none of the services
provided to the Trust or described under "Audit-Related Fees," "Tax Fees," and
"All Other Fees" were approved by the Audit Committee pursuant to the de minimis
exception to the pre-approval requirements.
AUDIT FEES. The aggregate fees billed by Ernst & Young for audit of the
annual financial statements in connection with statutory and regulatory filings
for the fiscal years ended December 31, 2010 and December 31, 2009 were $984,960
and $991,250, respectively.
AUDIT-RELATED FEES. The aggregate fees billed by Ernst & Young for
assurance and related services reasonably related to the performance of the
annual audit or review of the Trust's financial statements (and not reported
above) for the fiscal years ended December 31, 2010 and December 31, 2009 were
$21,465 and $35,625, respectively.
TAX FEES. There were no tax fees billed by Ernst & Young for professional
services rendered for tax compliance, tax advice, and tax planning, including
preparation of tax returns
32
and distribution assistance for the fiscal years ended December 31, 2010 and
December 31, 2009.
ALL OTHER FEES. There were no fees billed by Ernst & Young for products
and services provided by Ernst & Young to the Funds, other than the services
reported above for the fiscal years ended December 31, 2010 and December 31,
2009.
AGGREGATE NON-AUDIT FEES. There were no non-audit fees fees billed by
Ernst & Young for the fiscal years ended December 31, 2010 and December 31,
2009.
BOARD RECOMMENDATION ON PROPOSAL 4
THE TRUSTEES UNANIMOUSLY RECOMMEND THAT
SHAREHOLDERS OF THE FUNDS VOTE "FOR" THE
ELECTION OF EACH NOMINEE
33
PROPOSAL 5--THE APPROVAL OF A "MANAGER OF MANAGERS"
ARRANGEMENT WITH RESPECT TO ALL FUNDS
The Board has approved a "manager of managers" arrangement for the Funds
and voted to recommend its approval to the Fund's shareholders. The 1940 Act
generally requires that a written sub-advisory agreement be approved by the
affirmative vote of a majority of the outstanding shares of a fund. The
appointment of a new sub-adviser or material modification of an existing
sub-advisory agreement must also be presented for approval by a fund's
shareholders under the 1940 Act. The SEC has previously issued an order
permitting the Investment Adviser, for a fund for which it serves as investment
adviser, to enter into a new sub-advisory agreement or materially amend an
existing sub-advisory agreement with an unaffiliated sub-adviser, subject to
approval by the Board (including a majority of the Independent Trustees), but
without obtaining shareholder approval (the "Manager of Managers Order").
Each Fund may rely upon the Manager of Managers Order only if, among
other things, the Fund's shareholders have approved the arrangement.
Shareholders of each Fund are therefore being asked to approve the manager of
managers arrangement to permit the Investment Adviser, subject to prior approval
by the Board, to retain sub-advisers or amend the terms of an existing
sub-advisory agreement without approval by shareholders. The manager of managers
arrangement has previously been implemented by other funds managed by the
Investment Adviser.
"MANAGER OF MANAGERS" ARRANGEMENT
On January 12, 2000, the SEC issued the Manager of Managers Order
permitting the Investment Adviser, with the approval of the Board, to enter into
or materially modify sub-advisory agreements with unaffiliated sub-advisers
without requiring shareholder approval. The Investment Adviser anticipates that
this relief would benefit shareholders to the extent that it will give the
Investment Adviser additional flexibility to implement sub-adviser changes or
materially modify sub-advisory agreements with unaffiliated sub-advisers when
needed, and to avoid expensive proxy solicitations. The Fund would obtain
shareholder approval of a sub-advisory agreement (or a material amendment
thereto) with a sub-adviser considered to be an "affiliated person," as defined
in the 1940 Act, of the Fund or the Investment Adviser, other than by reason of
serving as a sub-adviser to the Fund.
The Investment Adviser believes that the Manager of Managers Order would
enable the Funds to operate with greater efficiency by allowing the Investment
Adviser to employ sub-advisers best suited to the needs of a Fund, without
incurring the expense and delays associated with obtaining shareholder approval
of sub-advisers or material amendments to sub-advisory agreements with
sub-advisers that are not affiliated with the Investment Adviser.
The Investment Adviser provides management services to the Funds,
including overall supervisory responsibility for the general management and
investment of each Fund. If the proposal is approved, the Investment Adviser,
subject to the review and approval by the Board, would, in connection with the
appointment of an investment sub-adviser for a Fund: (a) set the Fund's overall
investment strategies; (b) evaluate, select and recommend sub-advisers to manage
all or a part of the Fund's assets; (c) when appropriate, allocate and
reallocate a Fund's assets
34
among multiple sub-adviser(s); (d) monitor and evaluate the investment
performance of the Fund's sub-adviser(s); and (e) implement procedures
reasonably designed to ensure that the Fund's sub-adviser(s) comply with the
relevant Fund's investment objectives, policies, and restrictions.
CONDITIONS OF THE EXEMPTIVE RELIEF
Under the terms of the Manager of Managers Order, the Investment Adviser
and the Funds are, and would continue to be, subject to several conditions
imposed by the SEC. In addition, the Board and the Investment Adviser would not
be able to enter into or materially amend a sub-advisory agreement with an
affiliated sub-adviser without complying with the 1940 Act and applicable
regulations governing shareholder approval of advisory agreements.
In order to rely on the Manager of Managers Order, a majority of the
Board must consist of Independent Trustees, and the nomination of new or
additional Independent Trustees must be at the discretion of the then existing
Independent Trustees. In addition, within 90 days of the appointment of any new
sub-adviser, the Investment Adviser is required to provide the Fund's
shareholders with all information about the new sub-adviser that would be
included in a proxy statement, including any changes caused by the addition of
the new sub-adviser. A Fund relying on the Manager of Managers Order must
disclose in its prospectus the existence, substance and effect of the Manager of
Managers Order and must prominently disclose that the Investment Adviser has
ultimate responsibility to oversee the sub-advisers and recommend their hiring,
termination and replacement.
If shareholders of a Fund do not approve the manager of managers
arrangement, it will not be implemented and that Fund will continue to be
required to obtain shareholder approval of the retention of a sub-adviser of the
Fund or any material changes to a sub-advisory agreement. The Investment Adviser
anticipates that, if this proposal is approved by shareholders, it would rely on
the order to enter into a new sub-advisory agreement with respect to the two
Funds sub-advised by DWA shortly after the approval of this proposal as there
may also be a change in control transaction relating to DWA in the upcoming
months.
BOARD CONSIDERATIONS IN APPROVING THE "MANAGER OF MANAGERS" ARRANGEMENT
In determining whether to approve a "manager of managers" arrangement for
the Funds and to recommend approval of such arrangements to shareholders, the
Board, including the Independent Trustees, considered certain information and
representations provided by the Investment Adviser.
The Board noted that it would continue to review and approve each
sub-adviser selected by the Investment Adviser under the manager of managers
arrangement, and would evaluate and consider for approval all new or amended
sub-advisory agreements. The Board also considered that shareholder approval of
Proposal 6 would not result in changes to the investment advisory fees paid by a
Fund to the Investment Adviser. The Board also noted that fees paid to a sub-
adviser would be negotiated between the Investment Adviser and the sub-adviser,
subject to Board approval, and that any increase in the investment advisory fee
paid to the Investment
35
Adviser by the Fund pursuant to the investment advisory agreement would continue
to require shareholder approval.
The Board concluded that it is appropriate and in the interests of the
Fund's shareholders to provide the Investment Adviser and the Board with maximum
flexibility to enter into or materially modify sub-advisory agreements without
incurring the unnecessary delay or expense of obtaining shareholder approval.
This process will allow the Funds to operate more efficiently.
BOARD RECOMMENDATION ON PROPOSAL 5
THE TRUSTEES UNANIMOUSLY RECOMMEND THAT
SHAREHOLDERS OF THE FUNDS VOTE "FOR" PROPOSAL 5
36
PROPOSAL 6--THE APPROVAL OF THE ELIMINATION OF THE FUNDAMENTAL
INVESTMENT POLICY ON INVESTING IN OTHER INVESTMENT COMPANIES
WITH RESPECT TO THE MONEY MARKET FUND
Proposal 6 relates to the elimination of the fundamental investment
policy on investing in other investment companies for the Money Market Fund. The
1940 Act requires that each fund adopt "fundamental" investment policies with
respect to several types of activities. However, the 1940 Act does not require
that a fund adopt a fundamental investment policy on investing in other
investment companies. Therefore, the Money Market Fund's current fundamental
investment policy on investing in other investment companies is unnecessary.
PROPOSED FUNDAMENTAL INVESTMENT POLICY
It is proposed that the Money Market Fund's fundamental investment restriction
on investing in other investment companies be eliminated in its entirety.
CURRENT FUNDAMENTAL INVESTMENT POLICY
The current fundamental investment policy on investing in other investment
companies for the Money Market Fund reads:
The Money Market Fund shall not:
Invest in securities of other investment companies, except as these
securities may be acquired as part of a merger, consolidation,
acquisition of assets, or plan of reorganization.
DISCUSSION OF PROPOSED MODIFICATION
The Investment Adviser believes that under certain market conditions, it
may be beneficial for the Money Market Fund to invest in other money market
funds (a type of investment company investment permitted under Securities and
Exchange Commission ("SEC") Rule 2a-7, the SEC rule that strictly regulates
money market funds and their investments). These investments could permit
specific investment opportunities or expertise, which could help improve the
Money Market Fund's yield and performance.
As a shareholder of another investment company, the Money Market Fund
would bear, along with other shareholders, its pro rata portion of the other
investment company's expenses, including advisory fees. These expenses would be
in addition to the advisory and other expenses that the Money Market Fund bears
directly in connection with its own operations. Notwithstanding this greater
freedom to invest in other investment companies, the Money Market Fund would
continue to comply with other provisions of the 1940 Act relating to investments
in other investment companies. In addition, the Money Market Fund would be
subject to the risks of investing in the underlying money market funds.
However, the Money Market Fund as well as the underlying money market
funds would be subject to SEC Rule 2a-7 and would invest in compliance with the
strict requirements included in the rule. These requirements include stringent
portfolio quality, maturity and
37
liquidity requirements and other risk-limiting conditions intended to enhance
(but not guarantee) a money market fund's ability to maintain a stable $1.00
price per share. Among other things, Rule 2a-7 limits portfolio holdings to
short-term securities (i) that are denominated in U.S. dollars, (ii) that pose
minimal credit risk to a fund and meet stringent credit quality requirements,
and (iii) that are "Eligible Securities" as defined in Rule 2a-7 under the 1940
Act. Each Money Market Fund will continue to seek to maintain a stable $1.00
price per share, as permitted by current Rule 2a-7.
Should the Money Market Fund's shareholders not approve the proposal to
eliminate the Money Market Fund's fundamental investment policy on investing in
other investment companies, the Money Market Fund's current fundamental
investment policy on investing in other investment companies would continue to
apply unchanged and the Board would decide whether to consider other changes to
the Money Market Fund's investment program.
BOARD RECOMMENDATION ON PROPOSAL 6
THE TRUSTEES UNANIMOUSLY RECOMMEND THAT SHAREHOLDERS
OF EACH MONEY MARKET FUND VOTE "FOR" PROPOSAL 6
38
OTHER BUSINESS
The Trustees do not know of any matters to be presented at the Meeting
other than those set forth in this Joint Proxy Statement. If other business
should properly come before the Meeting, proxies will be voted in accordance
with the judgment of the persons named in the accompanying proxy.
ADDITIONAL INFORMATION
ADMINISTRATOR, PRINCIPAL UNDERWRITER AND TRANSFER AGENT
The principal underwriter/distributor of the Trust is Rydex Distributors,
LLC, located at 805 King Farm Boulevard, Suite 600, Rockville, Maryland 20850,
an affiliate of the Investment Adviser because it is commonly held with the
Investment Adviser (and will remain under common control after the Transaction).
Rydex Fund Services, LLC (the "Administrator"), also an affiliate of the
Investment Adviser, is located at 805 King Farm Boulevard, Suite 600, Rockville,
Maryland 20850 and provides general administrative, shareholder, dividend
disbursement, transfer agent and registrar services to the Funds. Information
regarding the fees paid by each Fund to the Distributor and the Administrator
during the previous fiscal year is provided in Appendix C.
The Transaction would affect the control of the Distributor and the
Administrator because they are commonly held with the Investment Adviser.
However, shareholder approval is not required in order for the Distributor and
the Administrator to continue providing services to the Funds after the closing
of the Transaction. The Board has been assured that there will be no material
change in the nature or quality of the services provided by the Distributor and
the Administrator to each Fund due to the change in control.
AFFILIATIONS AND AFFILIATED BROKERAGE
During the Funds' most recent fiscal year, the Funds paid no commissions
on portfolio brokerage transactions to brokers who may be deemed to be
affiliated persons of the Funds, the Investment Adviser, or affiliated persons
of such persons ("Affiliated Brokers").
OTHER INFORMATION
Proxy materials, reports and other information filed by the Funds can be
inspected and copied at the Public Reference Facilities maintained by the SEC at
100 F Street, NE, Washington, DC 20549. The SEC maintains an Internet web site
(at http://www.sec.gov), which contains other information about the Funds.
VOTING INFORMATION
PROXY SOLICITATION. The principal solicitation of proxies will be by the
mailing of this Joint Proxy Statement on or about October 13, 2011, but proxies
may also be solicited by telephone and/or in person by representatives of the
Trust, regular employees of the Investment Adviser or its affiliate(s), or The
Altman Group, a private proxy services firm. If we have not received your vote
as the date of the Meeting approaches, you may receive a telephone call from
39
these parties to ask for your vote. Arrangements will be made with brokerage
houses and other custodians, nominees, and fiduciaries to forward proxies and
proxy materials to their principals.
COST OF THE MEETING. The cost of the Meeting, including the costs of
retaining The Altman Group, preparing and mailing of the notice, proxy statement
and proxy, and the solicitation of proxies, including reimbursement to
broker-dealers and others who forwarded proxy materials to their clients, will
be borne by Guggenheim Capital or its affiliates, and not the Funds. The
estimated cost of retaining The Altman Group is approximately $963,183.
SHAREHOLDER VOTING. Shareholders of the Funds who own shares at the close
of business on October 3, 2011 will be entitled to notice of, and to vote at,
the Meeting. Each whole share is entitled to one vote, and each fractional share
is entitled to a proportionate fractional vote on each matter as to which such
shares are to be voted at the Meeting. One-third (331/3%) of a Trust's shares
entitled to vote on a Proposal constitutes a quorum.
Shares of the Funds are available primarily for insurance products. Life
insurance companies will vote shares attributable to insurance products for
which no voting instructions are received in proportion ("for" or "withhold
authority") to those shares for which instructions are received. As a result, a
small number of insurance product owners could determine the outcome of the vote
if other owners fail to vote.
In addition, abstentions and broker non-votes will not be counted for or
against the Proposals, but will be counted for purposes of determining whether a
quorum is present. "Broker non-votes" are shares held by a broker or nominee as
to which instructions have not been received from the beneficial owners or
persons entitled to vote, and the broker or nominee does not have discretionary
voting power. Because the affirmative vote of a majority of the outstanding
voting securities of each Fund, as defined below, is required to approve each
Proposal (other than Proposal 4), abstentions and broker non-votes will
effectively be a vote against those Proposals. Abstentions and broker non-votes
will have no effect on Proposal 4, for which the required vote is a plurality of
a Trust's shares voting.
If a quorum is not present at the Meeting, or if a quorum is present at
the Meeting but sufficient votes to approve the Proposals are not received, or
if other matters arise requiring shareholder attention, the persons named as
proxy agents may propose one or more adjournments of the Meeting to permit
further solicitation of proxies. Any such adjournment will require the
affirmative vote of a majority of those shares present at the Meeting or
represented by proxy. The persons named as proxies will vote those proxies that
they are entitled to vote "FOR" a Proposal in favor of such an adjournment, and
will vote those proxies required to be voted "AGAINST" a Proposal, against such
an adjournment.
Information regarding the number of issued and outstanding shares of each
Fund as of the Record Date is provided in Appendix N, representing the same
number of votes for each of such Funds. The persons who are known to have owned
beneficially 5% or more of each Fund's outstanding shares as of the Record Date
are listed in Appendix O.
The person(s) named as proxies on the enclosed proxy card will vote in
accordance with your directions, if your proxy is received properly executed. If
we receive your proxy, and it is
40
executed properly, but you give no voting instructions with respect to any
proposal, your shares will be voted "FOR" the Proposal. The duly appointed
proxies may, in their discretion, vote upon such other matters as may properly
come before the Meeting.
In order that your shares may be represented at the Meeting, you are
requested to vote your shares by mail, Internet or telephone by following the
enclosed instructions. IF YOU VOTE BY TELEPHONE OR INTERNET, PLEASE DO NOT
RETURN YOUR PROXY CARD, UNLESS YOU LATER ELECT TO CHANGE YOUR VOTE. You may
revoke your proxy: (a) at any time prior to its exercise by written notice of
its revocation to the secretary of the Trust prior to the Meeting; (b) by the
subsequent execution and timely return of another proxy prior to the Meeting
(following the methods noted above); or (c) by being present and voting in
person at the Meeting and giving oral notice of revocation to the chair of the
Meeting. However, attendance in-person at the Meeting, by itself, will not
revoke a previously-tendered proxy.
REQUIRED VOTE. Approval of each Proposal (other than Proposal 4) requires
the vote of a "majority of the outstanding voting securities" of a Fund, which
means the vote of 67% or more of the shares that are present at the Meeting,
provided that the holders of more than 50% of the outstanding shares are present
or represented by proxy, or the vote of more than 50% of the Fund's outstanding
shares, whichever is less. With respect to Proposal 4, a plurality of a Trust's
shares voting is required to elect a Trustee with respect to that Trust.
The Current Agreements will remain in place until the completion of the
Transaction, at which time, the Current Agreements will terminate and, subject
to shareholder approval, the New Agreements will go into effect. As a result, if
for some reason the Transaction does not occur, the Current Agreements will not
automatically terminate and will remain in effect, and the New Agreements will
not be entered into, even if they have been approved by Fund shareholders.
If Proposals 1 through 3 are not approved by shareholders of any Fund,
the Board will evaluate other short- and long-term options, as previously
discussed. If the nominees are not elected, the current Trustees will continue
their current terms. New Trustees could be appointed in compliance with
applicable law. With respect to Proposal 5, should shareholders of a Fund not
approve the manager of managers arrangement, it will not be implemented and that
Fund will continue to be required to obtain shareholder approval of the
retention of an unaffiliated sub-adviser of the Fund or any material changes to
a sub-advisory agreements. With respect to Proposal 6, should shareholders of
the Money Market Fund not approve the proposal to amend the Money Market Fund's
fundamental policy on investing in other investment companies, the Money Market
Fund's fundamental investment policy on investing in other investment companies
would continue to apply unchanged.
SHAREHOLDERS SHARING THE SAME ADDRESS. As permitted by law, only one copy
of this Joint Proxy Statement may be delivered to shareholders residing at the
same address, unless such shareholders have notified the Trust of their desire
to receive multiple copies of the shareholder reports and proxy statements that
the Trust sends. If you would like to receive an additional copy, please contact
the Trust by writing to the Trust's address, or by calling the telephone number
shown on the front page of this Joint Proxy Statement. The Trust will then
promptly deliver, upon request, a separate copy of this Joint Proxy Statement to
any shareholder residing
41
at an address to which only one copy was mailed. Shareholders wishing to receive
separate copies of the Trust's shareholder reports and proxy statements in the
future, and shareholders sharing an address that wish to receive a single copy
if they are receiving multiple copies, should also send a request as indicated.
SHAREHOLDER PROPOSALS
The Trust is organized as a statutory trust under the laws of Delaware.
As such, the Trust is not required to, and does not, hold annual shareholder
meetings. Nonetheless, the Board may call a special meeting of shareholders for
action by shareholder vote as may be required by the 1940 Act or as required or
permitted by the Trust's Declaration of Trust and By-Laws. Shareholders who wish
to present a proposal for action at a future meeting should submit a written
proposal to the Secretary of the Trust, c/o Rydex Variable Trust, 805 King Farm
Boulevard, Suite 600, Rockville, Maryland 20850 for inclusion in a future proxy
statement. Shareholder proposals to be presented at any future meeting of the
Trust must be received by the Trust in writing within a reasonable amount of
time before the Trust solicits proxies for that meeting, in order to be
considered for inclusion in the proxy materials for that meeting. Whether a
proposal is included in a proxy statement will be determined in accordance with
applicable federal and state laws. Shareholders retain the right to request that
a meeting of the shareholders be held for the purpose of considering matters
requiring shareholder approval.
TO ENSURE THE PRESENCE OF A QUORUM AT THE SPECIAL MEETING, PROMPT EXECUTION AND
RETURN OF THE ENCLOSED PROXY IS REQUESTED. A SELF-ADDRESSED, POSTAGE-PAID
ENVELOPE IS ENCLOSED FOR YOUR CONVENIENCE, ALONG WITH INSTRUCTIONS ON HOW TO
VOTE OVER THE INTERNET OR BY TELEPHONE SHOULD YOU PREFER TO VOTE BY ONE OF THOSE
METHODS.
By Order of the Board of Trustees,
Richard M. Goldman
President
42
APPENDIX A
CORPORATE STRUCTURE OF THE INVESTMENT ADVISER
The following sets forth the name and business address of each parent company of
the Investment Adviser, and the basis of each parent company's control the
Investment Adviser as of September 20, 2011.
The Investment Adviser is an indirect wholly-owned subsidiary of an entity that
is managed by Guggenheim Partners, LLC ("Guggenheim Partners"). Guggenheim
Partners is a wholly-owned subsidiary of Guggenheim Capital, LLC ("Guggenheim
Capital"), 227 West Monroe Street, 48th Floor, Chicago, Illinois 60606. Sage
Assets, Inc., 5949 Sherry Lane, Suite 1900, Dallas, Texas 76225, a wholly-owned
subsidiary of Sammons Enterprises, Inc., 5949 Sherry Lane, Suite 1900, Dallas,
Texas 75225, is a control person of Guggenheim Partners as a result of its
equity ownership in excess of 25% (but less than 50%) of Guggenheim Capital.
Following the Transaction, the Investment Adviser will be an indirect
wholly-owned subsidiary of Guggenheim Capital.
A-1
APPENDIX B
FORM OF NEW INVESTMENT ADVISORY AGREEMENT
ADVISORY AGREEMENT
ADVISORY AGREEMENT made as of this [ ] day of [ ], 2011 by and between RYDEX
VARIABLE TRUST (the "Trust"), a Delaware statutory trust registered as an
investment company under the Investment Company Act of 1940, as amended (the
"1940 Act"), and SECURITY INVESTORS, LLC, a Kansas limited liability company,
with its principal place of business at 805 King Farm Boulevard, Suite 600,
Rockville, Maryland 20850 (the "Adviser").
W I T N E S S E T H
WHEREAS, the Board of Trustees (the "Board") of the Trust has selected the
Adviser to act as investment adviser to the Trust on behalf of the series set
forth on Schedule A to this Agreement (each a "Fund" and, collectively, the
"Funds"), as such Schedule may be amended from time to time upon mutual
agreement of the parties, and to provide certain related services, as more fully
set forth below, and to perform such services under the terms and conditions
hereinafter set forth;
NOW, THEREFORE, in consideration of the mutual covenants and benefits set
forth herein, the Trust and the Adviser do hereby agree as follows:
1. THE ADVISER'S SERVICES.
(a) Discretionary Investment Management Services. The Adviser shall
act as investment adviser with respect to the Funds. In such capacity, the
Adviser shall, subject to the supervision of the Board, regularly provide
the Funds with investment research, advice and supervision and shall
furnish continuously an investment program for the Funds, consistent with
the respective investment objectives and policies of each Fund. The
Adviser shall determine, from time to time, what securities shall be
purchased for the Funds, what securities shall be held or sold by the Funds
and what portion of the Funds' assets shall be held uninvested in cash,
subject always to the provisions of the Trust's Declaration of Trust,
By-Laws and its registration statement on Form N-1A (the "Registration
Statement") under the 1940 Act, and under the Securities Act of 1933, as
amended (the "1933 Act"), covering Fund shares, as filed with the
Securities and Exchange Commission (the "Commission"), and to the
investment objectives, policies and restrictions of the Funds, as each of
the same shall be from time to time in effect. To carry out such
obligations, the Adviser shall exercise full discretion and act for the
Funds in the same manner and with the same force and effect as the Funds
themselves might or could do with respect to purchases, sales or other
transactions, as well as with respect to all other such things necessary or
incidental to the furtherance or conduct of such purchases, sales or other
transactions. No reference in this Agreement to the Adviser having full
discretionary authority over each Fund's investments shall in any way limit
the right of the Board, in its sole discretion, to establish or revise
policies in connection with the management of a Fund's assets or to
otherwise exercise its right to control the overall management of a Fund.
B-1
(b) Compliance. The Adviser agrees to comply with the requirements of
the 1940 Act, the Investment Advisers Act of 1940 (the "Advisers Act"), the
1933 Act, the Securities Exchange Act of 1934, as amended (the "1934 Act"),
the Commodity Exchange Act and the respective rules and regulations
thereunder, as applicable, as well as with all other applicable federal and
state laws, rules, regulations and case law that relate to the services and
relationships described hereunder and to the conduct of its business as a
registered investment adviser. The Adviser also agrees to comply with the
objectives, policies and restrictions set forth in the Registration
Statement, as amended or supplemented, of the Funds, and with any policies,
guidelines, instructions and procedures approved by the Board and provided
to the Adviser. In selecting each Fund's portfolio securities and
performing the Adviser's obligations hereunder, the Adviser shall cause the
Fund to comply with the diversification and source of income requirements
of Subchapter M and Section 817(h) of the Internal Revenue Code of 1986, as
amended (the "Code"), for qualification as a regulated investment company.
The Adviser shall maintain compliance procedures that it reasonably
believes are adequate to ensure its compliance with the foregoing. No
supervisory activity undertaken by the Board shall limit the Adviser's full
responsibility for any of the foregoing.
(c) Proxy Voting. The Board has the authority to determine how proxies
with respect to securities that are held by the Funds shall be voted, and
the Board has initially determined to delegate the authority and
responsibility to vote proxies for the Funds' securities to the Adviser. So
long as proxy voting authority for the Funds has been delegated to the
Adviser, the Adviser shall exercise its proxy voting responsibilities. The
Adviser shall carry out such responsibility in accordance with any
instructions that the Board shall provide from time to time, and at all
times in a manner consistent with Rule 206(4)-6 under the Advisers Act and
its fiduciary responsibilities to the Trust. The Adviser shall provide
periodic reports and keep records relating to proxy voting as the Board may
reasonably request or as may be necessary for the Funds to comply with the
1940 Act and other applicable law. Any such delegation of proxy voting
responsibility to the Adviser may be revoked or modified by the Board at
any time.
(d) Recordkeeping. The Adviser shall not be responsible for the
provision of administrative, bookkeeping or accounting services to the
Funds, except as otherwise provided herein or as may be necessary for the
Adviser to supply to the Trust or its Board the information required to be
supplied under this Agreement.
The Adviser shall maintain separate books and detailed records of all
matters pertaining to Fund assets advised by the Adviser required by Rule 31a-1
under the 1940 Act (other than those records being maintained by any
administrator, custodian or transfer agent appointed by the Funds) relating to
its responsibilities provided hereunder with respect to the Funds, and shall
preserve such records for the periods and in a manner prescribed therefore by
Rule 31a-2 under the 1940 Act (the "Fund Books and Records"). The Fund Books and
Records shall be available to the Board at any time upon request, shall be
delivered to the Trust upon the termination of this Agreement and shall be
available without delay during any day the Trust is open for business.
(e) Holdings Information and Pricing. The Adviser shall provide regular
reports regarding Fund holdings, and shall, on its own initiative, furnish
the Trust and its Board
B-2
from time to time with whatever information the Adviser believes is
appropriate for this purpose. The Adviser agrees to immediately notify the
Trust if the Adviser reasonably believes that the value of any security held
by a Fund may not reflect fair value. The Adviser agrees to provide any
pricing information of which the Adviser is aware to the Trust, its Board
and/or any Fund pricing agent to assist in the determination of the fair
value of any Fund holdings for which market quotations are not readily
available or as otherwise required in accordance with the 1940 Act or the
Trust's valuation procedures for the purpose of calculating the Fund net
asset value in accordance with procedures and methods established by the
Board.
(f) Cooperation with Agents of the Trust. The Adviser agrees to
cooperate with and provide reasonable assistance to the Trust, any Trust
custodian or foreign sub-custodians, any Trust pricing agents and all other
agents and representatives of the Trust, such information with respect to
the Funds as they may reasonably request from time to time in the
performance of their obligations, provide prompt responses to reasonable
requests made by such persons and establish appropriate interfaces with
each so as to promote the efficient exchange of information and compliance
with applicable laws and regulations.
2. CODE OF ETHICS. The Adviser has adopted a written code of ethics
that it reasonably believes complies with the requirements of Rule 17j-1 under
the 1940 Act, which it will provide to the Trust. The Adviser shall ensure that
its Access Persons (as defined in the Adviser's Code of Ethics) comply in all
material respects with the Adviser's Code of Ethics, as in effect from time to
time. Upon request, the Adviser shall provide the Trust with a (i) a copy of the
Adviser's current Code of Ethics, as in effect from time to time, and (ii)
certification that it has adopted procedures reasonably necessary to prevent
Access Persons from engaging in any conduct prohibited by the Adviser's Code of
Ethics. Annually, the Adviser shall furnish a written report, which complies
with the requirements of Rule 17j-1, concerning the Adviser's Code of Ethics to
the Trust. The Adviser shall respond to requests for information from the Trust
as to violations of the Code of Ethics by Access Persons and the sanctions
imposed by the Adviser. The Adviser shall immediately notify the Trust of any
material violation of the Code of Ethics, whether or not such violation relates
to a security held by any Fund.
3. INFORMATION AND REPORTING. The Adviser shall provide the Trust and
its respective officers with such periodic reports concerning the obligations
the Adviser has assumed under this Agreement as the Trust may from time to time
reasonably request.
(a) Notification of Breach/Compliance Reports. The Adviser shall notify
the Trust immediately upon detection of (i) any material failure to manage
any Fund in accordance with its investment objectives and policies or any
applicable law; or (ii) any material breach of the Funds' or the Adviser's
policies, guidelines or procedures. In addition, the Adviser shall provide
a quarterly report regarding each Fund's compliance with its investment
objectives and policies, applicable law, including, but not limited to the
1940 Act and Subchapter M and Section 817(h) of the Code, and the Fund's
policies, guidelines or procedures as applicable to the Adviser's
obligations under this Agreement. The Adviser agrees to correct any such
failure promptly and to take any action that the Board may reasonably
request in connection with any such breach. Upon request, the Adviser shall
also provide the officers of the Trust with supporting certifications in
B-3
connection with such certifications of Fund financial statements and
disclosure controls pursuant to the Sarbanes-Oxley Act. The Adviser will
promptly notify the Trust in the event (i) the Adviser is served or
otherwise receives notice of any action, suit, proceeding, inquiry or
investigation, at law or in equity, before or by any court, public board,
or body, involving the affairs of the Trust (excluding class action suits
in which a Fund is a member of the plaintiff class by reason of the Fund's
ownership of shares in the defendant) or the compliance by the Adviser with
the federal or state securities laws or (ii) an actual change in control of
the Adviser resulting in an "assignment" (as defined in the 1940 Act) has
occurred or is otherwise proposed to occur.
(b) Board and Filings Information. The Adviser will also provide the
Trust with any information reasonably requested regarding its management of
the Funds required for any meeting of the Board, or for any shareholder
report, amended registration statement, proxy statement, or prospectus
supplement to be filed by the Trust with the Commission. The Adviser will
make its officers and employees available to meet with the Board from time
to time on due notice to review its investment management services to the
Funds in light of current and prospective economic and market conditions
and shall furnish to the Board such information as may reasonably be
necessary in order for the Board to evaluate this Agreement or any proposed
amendments thereto.
(c) Transaction Information. The Adviser shall furnish to the Trust
such information concerning portfolio transactions as may be necessary to
enable the Trust or its designated agent to perform such compliance testing
on the Funds and the Adviser's services as the Trust may, in its sole
discretion, determine to be appropriate. The provision of such information
by the Adviser to the Trust or its designated agent in no way relieves the
Adviser of its own responsibilities under this Agreement.
4. BROKERAGE.
(a) Principal Transactions. In connection with purchases or sales of
securities for the account of a Fund, neither the Adviser nor any of its
directors, officers or employees will act as a principal or agent or receive
any commission except as permitted by the 1940 Act.
(b) Placement of Orders. The Adviser shall arrange for the placing of
all orders for the purchase and sale of securities for a Fund's account
with brokers or dealers selected by the Adviser. In the selection of such
brokers or dealers and the placing of such orders, the Adviser is directed
at all times to seek for the Fund the most favorable execution and net
price available under the circumstances. It is also understood that it is
desirable for the Fund that the Adviser have access to brokerage and
research services provided by brokers who may execute brokerage transactions
at a higher cost to the Fund than may result when allocating brokerage to
other brokers, consistent with section 28(e) of the 1934 Act and any
Commission staff interpretations thereof. Therefore, the Adviser is
authorized to place orders for the purchase and sale of securities for a
Fund with such brokers, subject to review by the Board from time to time
with respect to the extent and continuation of this practice. It is
understood that the services provided by such brokers
B-4
may be useful to the Adviser in connection with its or its affiliates'
services to other clients.
(c) Aggregated Transactions. On occasions when the Adviser deems the
purchase or sale of a security to be in the best interest of a Fund as well
as other clients of the Adviser, the Adviser may, to the extent permitted
by applicable law and regulations, aggregate the order for securities to be
sold or purchased. In such event, the Adviser will allocate securities or
futures contracts so purchased or sold, as well as the expenses incurred in
the transaction, in the manner the Adviser reasonably considers to be
equitable and consistent with its fiduciary obligations to the Fund and to
such other clients under the circumstances.
(d) Affiliated Brokers. The Adviser or any of its affiliates may act as
broker in connection with the purchase or sale of securities or other
investments for a Fund, subject to: (a) the requirement that the Adviser
seek to obtain best execution and price within the policy guidelines
determined by the Board and set forth in the Fund's current prospectus and
SAI; (b) the provisions of the 1940 Act; (c) the provisions of the Advisers
Act; (d) the provisions of the 1934 Act; and (e) other provisions of
applicable law. These brokerage services are not within the scope of the
duties of the Adviser under this Agreement. Subject to the requirements of
applicable law and any procedures adopted by the Board, the Adviser or its
affiliates may receive brokerage commissions, fees or other remuneration
from a Fund for these services in addition to the Adviser's fees for
services under this Agreement.
5. CUSTODY. Nothing in this Agreement shall permit the Adviser to take or
receive physical possession of cash, securities or other investments of a Fund.
6. ALLOCATION OF CHARGES AND EXPENSES. The Adviser will bear its own costs
of providing services hereunder. Other than as herein specifically indicated,
the Adviser shall not be responsible for a Fund's expenses, including brokerage
and other expenses incurred in placing orders for the purchase and sale of
securities and other investment instruments.
Notwithstanding the foregoing paragraph, with respect to the All Asset
Conservative Strategy, All Asset Moderate Strategy, All Asset Aggressive
Strategy, and Alternative Strategies Allocation Funds, the Adviser will bear its
own costs of providing services hereunder. In addition, the Adviser agrees to
pay all expenses incurred by the foregoing Funds except for acquired fund fees
and expenses, interest, taxes, brokerage and other expenses incurred in placing
orders for the purchase and sale of securities and other investment instruments,
extraordinary expenses, and distribution fees and expenses paid by the Funds
under any distribution plan adopted pursuant to Rule 12b-1 under the 1940 Act.
Notwithstanding the foregoing paragraphs, with respect to the Multi-Hedge
Strategies Fund, the Adviser will bear its own costs of providing services
hereunder. The Adviser agrees to pay all expenses incurred by the foregoing Fund
except for interest, taxes, brokerage and other expenses incurred in placing
orders for the purchase and sale of securities and other investment instruments,
extraordinary expenses, distribution fees, investors services fees, and expenses
paid
B-5
by the Fund under any distribution plan adopted pursuant to Rule 12b-1 under
the 1940 Act or investor services plan.
7. Representations, Warranties and Covenants.
(a) Properly Registered. The Adviser is registered as an investment
adviser under the Advisers Act, and will remain so registered for the
duration of this Agreement. The Adviser is not prohibited by the Advisers
Act or the 1940 Act from performing the services contemplated by this
Agreement, and to the best knowledge of the Adviser, there is no proceeding
or investigation that is reasonably likely to result in the Adviser being
prohibited from performing the services contemplated by this Agreement. The
Adviser agrees to promptly notify the Trust of the occurrence of any event
that would disqualify the Adviser from serving as an investment adviser to
an investment company. The Adviser is in compliance in all material
respects with all applicable federal and state law in connection with its
investment management operations.
(b) ADV Disclosure. The Adviser has provided the Trust with a copy of
its Form ADV as most recently filed with the Commission and will, promptly
after filing any amendment to its Form ADV with the Commission, furnish a
copy of such amendment(s) to the Trust. The information contained in the
Adviser's Form ADV is accurate and complete in all material respects and
does not omit to state any material fact necessary in order to make the
statements made, in light of the circumstances under which they were made,
not misleading.
(c) Fund Disclosure Documents. The Adviser has reviewed and will in
the future review, the Registration Statement, and any amendments or
supplements thereto, the annual or semi-annual reports to shareholders,
other reports filed with the Commission and any marketing material of the
Funds (collectively the "Disclosure Documents") and represents and warrants
that with respect to disclosure about the Adviser, the manner in which the
Adviser manages the Funds or information relating directly or indirectly to
the Adviser, such Disclosure Documents contain or will contain, as of the
date thereof, no untrue statement of any material fact and does not omit
any statement of material fact which was required to be stated therein or
necessary to make the statements contained therein not misleading.
(d) Use Of The Name "Rydex". The Adviser has the right to use the name
"Rydex" in connection with its services to the Trust and that, subject to
the terms set forth in Section 8 of this Agreement, the Trust shall have
the right to use the name "Rydex" in connection with the management and
operation of the Funds. The Adviser is not aware of any threatened or
existing actions, claims, litigation or proceedings that would adversely
affect or prejudice the rights of the Adviser or the Trust to use the name
"Rydex".
(e) Insurance. The Adviser maintains errors and omissions insurance
coverage in an appropriate amount and shall provide prior written notice to
the Trust (i) of any material changes in its insurance policies or
insurance coverage; or (ii) if any material claims will be made on its
insurance policies. Furthermore, the Adviser shall upon reasonable request
B-6
provide the Trust with any information it may reasonably require concerning
the amount of or scope of such insurance.
(f) No Detrimental Agreement. The Adviser represents and warrants that
it has no arrangement or understanding with any party, other than the
Trust, that would influence the decision of the Adviser with respect to its
selection of securities for a Fund, and that all selections shall be done
in accordance with what is in the best interest of the Fund.
(g) Conflicts. The Adviser shall act honestly, in good faith and in
the best interests of the Trust including requiring any of its personnel
with knowledge of Fund activities to place the interest of the Funds first,
ahead of their own interests, in all personal trading scenarios that may
involve a conflict of interest with the Funds, consistent with its
fiduciary duties under applicable law.
(h) Representations. The representations and warranties in this
Section 7 shall be deemed to be made on the date this Agreement is executed
and at the time of delivery of the quarterly compliance report required by
Section 3(a), whether or not specifically referenced in such report.
8. THE NAME "RYDEX". The Adviser grants to the Trust a sublicense to
use the name "Rydex" (the "Name") as part of the name of any Fund. The foregoing
authorization by the Adviser to the Trust to use the Name as part of the name of
any Fund is not exclusive of the right of the Adviser itself to use, or to
authorize others to use, the Name; the Trust acknowledges and agrees that, as
between the Trust and the Adviser, the Adviser has the right to use, or
authorize others to use, the Name. The Trust shall (1) only use the Name in a
manner consistent with uses approved by the Adviser; (2) use its best efforts to
maintain the quality of the services offered using the Name; (3) adhere to such
other specific quality control standards as the Adviser may from time to time
promulgate. At the request of the Adviser, the Trust will (a) submit to Adviser
representative samples of any promotional materials using the Name; and (b)
change the name of any Fund within three months of its receipt of the Adviser's
request, or such other shorter time period as may be required under the terms of
a settlement agreement or court order, so as to eliminate all reference to the
Name and will not thereafter transact any business using the Name in the name of
any Fund; provided, however, that the Trust may continue to use beyond such date
any supplies of prospectuses, marketing materials and similar documents that the
Trust had at the date of such name change in quantities not exceeding those
historically produced and used in connection with such Fund.
9. ADVISER'S COMPENSATION. The Funds shall pay to the Adviser, as
compensation for the Adviser's services hereunder, a fee, determined as
described in Schedule A that is attached hereto and made a part hereof. Such fee
shall be computed daily and paid not less than monthly in arrears by the Funds.
The method for determining net assets of a Fund for purposes hereof shall be
the same as the method for determining net assets for purposes of establishing
the offering and redemption prices of Fund shares as described in the Funds'
prospectus(es). In the event of termination of this Agreement, the fee provided
in this Section shall be computed on the basis of the period ending on the last
business day on which this Agreement is in effect subject to a pro rata
B-7
adjustment based on the number of days elapsed in the current month as a
percentage of the total number of days in such month.
10. INDEPENDENT CONTRACTOR. In the performance of its duties hereunder,
the Adviser is and shall be an independent contractor and, unless otherwise
expressly provided herein or otherwise authorized in writing, shall have no
authority to act for or represent the Trust or any Fund in any way or otherwise
be deemed to be an agent of the Trust or any Fund. If any occasion should arise
in which the Adviser gives any advice to its clients concerning the shares of a
Fund, the Adviser will act solely as investment counsel for such clients and not
in any way on behalf of the Fund.
11. ASSIGNMENT AND AMENDMENTS. This Agreement shall automatically
terminate, without the payment of any penalty, in the event of its assignment
(as defined in section 2(a)(4) of the 1940 Act); provided that such termination
shall not relieve the Adviser of any liability incurred hereunder.
This Agreement may not be added to or changed orally and may not be modified
or rescinded except by a writing signed by the parties hereto and in accordance
with the 1940 Act, when applicable.
12. Duration and Termination.
(a) This Agreement shall become effective as of the date executed and
shall remain in full force and effect continually thereafter, subject to
renewal as provided in Section 12(d) and unless terminated automatically as
set forth in Section 11 hereof or until terminated as follows:
(b) The Trust may cause this Agreement to terminate either (i) by vote
of its Board or (ii) with respect to any Fund, upon the affirmative vote of
a majority of the outstanding voting securities of the Fund; or
(c) The Adviser may at any time terminate this Agreement by not more
than sixty (60) days' nor less than thirty (30) days' written notice
delivered or mailed by registered mail, postage prepaid, to the Trust; or
(d) This Agreement shall automatically terminate two years from the
date of its execution unless its renewal is specifically approved at least
annually thereafter by (i) a majority vote of the Trustees, including a
majority vote of such Trustees who are not interested persons of the Trust
or the Adviser, at a meeting called for the purpose of voting on such
approval; or (ii) the vote of a majority of the outstanding voting
securities of each Fund; provided, however, that if the continuance of this
Agreement is submitted to the shareholders of the Funds for their approval
and such shareholders fail to approve such continuance of this Agreement as
provided herein, the Adviser may continue to serve hereunder as to the
Funds in a manner consistent with the 1940 Act and the rules and
regulations thereunder; and
Termination of this Agreement pursuant to this Section shall be without
payment of any penalty.
B-8
In the event of termination of this Agreement for any reason, the Adviser
shall, immediately upon notice of termination or on such later date as may be
specified in such notice, cease all activity on behalf of the Funds and with
respect to any of their assets, except as otherwise required by any fiduciary
duties of the Adviser under applicable law. In addition, the Adviser shall
deliver the Fund Books and Records to the Trust by such means and in accordance
with such schedule as the Trust shall direct and shall otherwise cooperate, as
reasonably directed by the Trust, in the transition of portfolio asset
management to any successor of the Adviser.
13. CERTAIN DEFINITIONS. For the purposes of this Agreement:
(a) "Affirmative vote of a majority of the outstanding voting
securities of the Fund" shall have the meaning as set forth in the 1940
Act, subject, however, to such exemptions as may be granted by the
Commission under the 1940 Act or any interpretations of the Commission
staff.
(b) "Interested persons" and "Assignment" shall have their respective
meanings as set forth in the 1940 Act, subject, however, to such exemptions
as may be granted by the Commission under the 1940 Act or any
interpretations of the Commission staff.
14. LIABILITY OF THE ADVISER. The Adviser shall indemnify and hold
harmless the Trust and all affiliated persons thereof (within the meaning of
Section 2(a)(3) of the 1940 Act) and all controlling persons (as described in
Section 15 of the 1933 Act) (collectively, the "Adviser Indemnitees") against
any and all losses, claims, damages, liabilities or litigation (including
reasonable legal and other expenses) by reason of or arising out of: (a) the
Adviser being in material violation of any applicable federal or state law, rule
or regulation or any investment policy or restriction set forth in the Funds'
Registration Statement or any written guidelines or instruction provided in
writing by the Board, (b) a Fund's failure to satisfy the diversification or
source of income requirements of Subchapter M of the Code, or (c) the Adviser's
willful misfeasance, bad faith or gross negligence generally in the performance
of its duties hereunder or its reckless disregard of its obligations and duties
under this Agreement.
15. ENFORCEABILITY. Any term or provision of this Agreement which is
invalid or unenforceable in any jurisdiction shall, as to such jurisdiction be
ineffective to the extent of such invalidity or unenforceability without
rendering invalid or unenforceable the remaining terms or provisions of this
Agreement or affecting the validity or enforceability of any of the terms or
provisions of this Agreement in any other jurisdiction.
16. LIMITATION OF LIABILITY. The parties to this Agreement acknowledge and
agree that all litigation arising hereunder, whether direct or indirect, and of
any and every nature whatsoever shall be satisfied solely out of the assets of
the affected Fund and that no Trustee, officer or holder of shares of beneficial
interest of the Fund shall be personally liable for any of the foregoing
liabilities. The Trust's Certificate of Trust, as amended from time to time, is
on file in the Office of the Secretary of State of the State of Delaware. Such
Certificate of Trust and the Trust's Declaration of Trust describe in detail the
respective responsibilities and limitations on liability of the Trustees,
officers, and holders of shares of beneficial interest.
B-9
17. JURISDICTION. This Agreement shall be governed by and construed in
accordance with the substantive laws of state of Delaware and the Adviser
consents to the jurisdiction of courts, both state or federal, in Delaware, with
respect to any dispute under this Agreement.
18. PARAGRAPH HEADINGS. The headings of paragraphs contained in this
Agreement are provided for convenience only, form no part of this Agreement and
shall not affect its construction.
19. COUNTERPARTS. This Agreement may be executed simultaneously in two
or more counterparts, each of which shall be deemed an original, but all of
which together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have caused this instrument to be
signed on their behalf by their duly authorized officers as of the date first
above written.
RYDEX VARIABLE TRUST, on behalf of each
Fund listed on Schedule A
By: -------------------------------
Name: Richard M. Goldman
Title: President
SECURITY INVESTORS, LLC
By: -------------------------------
Name: Richard M. Goldman
Title: Chief Executive Officer
B-10
SCHEDULE A
TO THE
ADVISORY AGREEMENT
DATED [ ], 2011 BETWEEN
RYDEX VARIABLE TRUST
AND
SECURITY INVESTORS, LLC
The Trust will pay to the Adviser as compensation for the Adviser's services
rendered, a fee, computed daily at an annual rate based on the average daily net
assets of the respective Fund in accordance the following fee schedule:
FUND RATE FUND RATE
----------------------------------------------- ---------------------------------------------
Nova 0.75% Banking 0.85%
Inverse S&P 500 Strategy 0.90% Basic Materials 0.85%
NASDAQ-100(R) 0.75% Biotechnology 0.85%
Inverse NASDAQ-100(R) Strategy 0.90% Consumer Products 0.85%
Mid-Cap 1.5x Strategy 0.90% Electronics 0.85%
Russell 2000(R) 1.5x Strategy 0.90% Energy 0.85%
Government Long Bond 1.2x Strategy 0.50% Energy Services 0.85%
Inverse Government Long Bond Strategy 0.90% Financial Services 0.85%
Europe 1.25x Strategy 0.90% Health Care 0.85%
Japan 2x Strategy 0.75% Internet 0.85%
S&P 500 Pure Value 0.75% Leisure 0.85%
S&P 500 Pure Growth 0.75% Precious Metals 0.75%
S&P MidCap 400 Pure Value 0.75% Real Estate 0.85%
S&P MidCap 400 Pure Growth 0.75% Retailing 0.85%
Inverse Mid-Cap Strategy 0.90% Technology 0.85%
S&P SmallCap 600 Pure Value 0.75% Telecommunications 0.85%
S&P SmallCap 600 Pure Growth 0.75% Transportation 0.85%
Inverse Russell 2000(R) Strategy 0.90% Utilities 0.85%
Strengthening Dollar 2x Strategy 0.90% Commodities Strategy 0.75%
Weakening Dollar 2x Strategy 0.90% U.S. Long Short Momentum 0.90%
U.S. Government Money Market 0.50% S&P 500* 0.75%
High Yield Strategy* 0.75% Russell 2000(R)* 0.75%
Inverse High Yield Strategy* 0.75% Inverse Dow 2x Strategy 0.90%
Dow 2x Strategy 0.90% Inverse Russell 2000(R) 2x Strategy* 0.90%
NASDAQ-100(R) 2x Strategy 0.90% CLS AdvisorOne Amerigo 0.90%
Russell 2000(R) 2x Strategy 0.90% CLS AdvisorOne Select Allocation 0.90%
S&P 500 2x Strategy 0.90% All-Asset Moderate Strategy 0.00%
Inverse NASDAQ-100(R) 2x Strategy* 0.90% All-Asset Conservative Strategy 0.00%
Inverse S&P 500 2x Strategy* 0.90% All-Asset Aggressive Strategy 0.00%
CLS AdvisorOne Clermont 0.90% Alternative Strategies Allocation 0.00%
Managed Futures Strategy 0.90% DWA Sector Rotation Fund 1.00%
Long/Short Commodities Strategy* 0.90% DWA Flexible Allocation Fund 1.00%
Multi-Hedge Strategies 1.15%
* Denotes Funds that have not yet commenced operations.
B-11
APPENDIX C
INFORMATION REGARDING THE INVESTMENT ADVISORY
AGREEMENTS AND FEES PAID TO THE INVESTMENT ADVISER
AND AFFILIATES
Security Investors, LLC, a Kansas limited liability company (the
"Investment Adviser") currently serves as investment adviser to all series
(collectively, the "Funds") of Rydex Variable Trust ("RVT"), pursuant to
investment advisory agreements between Trust, on behalf of its series, and the
Investment Adviser. Rydex Fund Services, Inc. ("RFS") serves as the
administrator, transfer agent and accounting services agent for the Funds. Rydex
Distributors, LLC ("RDL") serves as principal underwriter to the Funds. RFS and
RDL are affiliates of the Investment Adviser. The table below provides the
following information:
(i) the date on which each Fund's shareholders last approved the
Fund's investment advisory agreement;
(ii) the annual rate of management fees paid by each Fund to the
Investment Adviser, stated as a percentage of that Fund's average
daily net assets;
(iii) the aggregate amount of management fees paid by each Fund to the
Investment Adviser for the Fund's fiscal year ended December 31,
2010;
(iv) the amount of fees paid by each Fund to the Administrator for
administrative and transfer agency services for the Fund during
the Fund's fiscal year ended December 31, 2010;
(v) the amount of accounting service fees paid by each Fund to the
Administrator for accounting services for the Fund during the
Fund's fiscal year ended March 31, 2011 December 31, 2010; and
(vi) the amount of investor service fees paid by each RVT Fund to RDL
during the Fund's fiscal year ended December 31, 2010 for RDL's
services to owners of variable annuity and variable life
insurance contracts who indirectly through insurance company
separate accounts invest in shares of the Fund, pursuant to the
Fund's investor services agreement with RDL.
C-1
RYDEX VARIABLE TRUST
DATE OF LAST MANAGEMENT FEES ADMINISTRATIVE ACCOUNTING INVESTOR SERVICES
SHAREHOLDER MANAGEMENT PAID TO INVESTMENT SERVICE FEES SERVICE FEES FEES PAID TO
SERIES NAME APPROVAL FEES ADVISER PAID TO RFS PAID TO RFS RDL
----------------------------------------------------------------------------------------------------------------------------------
All-Asset Aggressive
Strategy Fund 5/21/2010 0.00%* $ 0* $ 0*** $ 0*** $ 0***
All-Asset Conservative
Strategy Fund 5/21/2010 0.00%* $ 0* $ 0*** $ 0*** $ 0***
All-Asset Moderate
Strategy Fund 5/21/2010 0.00%* $ 0* $ 0*** $ 0*** $ 0***
Alternative Strategies
Allocation Fund 5/21/2010 0.00%* $ 0* $ 0** $ 0** $ 0**
Amerigo Fund 5/21/2010 0.90% $ 1,739,703 $ 483,250 $ 193,299 $ 483,250
Banking Fund 5/21/2010 0.85% $ 59,715 $ 17,563 $ 7,025 $ 17,563
Basic Materials Fund 5/21/2010 0.85% $ 292,758 $ 86,105 $ 34,442 $ 86,105
Biotechnology Fund 5/21/2010 0.85% $ 140,356 $ 41,281 $ 16,512 $ 41,281
Clermont Fund 5/21/2010 0.90% $ 621,802 $ 172,723 $ 69,089 $ 172,723
Commodities Strategy Fund 5/21/2010 0.75% $ 116,557 $ 38,872 $ 15,549 $ 38,872
Consumer Products Fund 5/21/2010 0.85% $ 154,395 $ 45,410 $ 18,164 $ 45,410
Dow 2x Strategy Fund 5/21/2010 0.90% $ 107,390 $ 29,830 $ 11,932 $ 29,830
DWA Flexible Allocation Fund 2/11/2010 1.00% $ 109,019 $ 27,255 $ 10,902 $ 27,255
DWA Sector Rotation Fund 2/11/2010 1.00% $ 196,928 $ 49,232 $ 19,693 $ 49,232
Electronics Fund 5/21/2010 0.85% $ 106,064 $ 31,195 $ 12,478 $ 31,195
Energy Fund 5/21/2010 0.85% $ 283,935 $ 83,510 $ 33,404 $ 83,510
Energy Services Fund 5/21/2010 0.85% $ 263,946 $ 77,631 $ 31,052 $ 77,631
Europe 1.25x Strategy Fund 5/21/2010 0.90% $ 102,282 $ 28,412 $ 11,365 $ 28,412
Financial Services Fund 5/21/2010 0.85% $ 93,973 $ 27,639 $ 11,056 $ 27,639
Government Long Bond 1.2x
Strategy Fund 5/21/2010 0.50% $ 222,136 $ 88,855 $ 44,427 $ 111,068
Health Care Fund 5/21/2010 0.85% $ 162,740 $ 47,865 $ 19,146 $ 47,865
Internet Fund 5/21/2010 0.85% $ 126,734 $ 37,275 $ 14,910 $ 37,275
Inverse Dow 2x Strategy Fund 5/21/2010 0.90% $ 156,064 $ 43,351 $ 17,340 $ 43,351
Inverse Government Long Bond
Strategy Fund 5/21/2010 0.90% $ 167,762 $ 46,601 $ 18,640 $ 46,601
C-2
DATE OF LAST MANAGEMENT FEES ADMINISTRATIVE ACCOUNTING INVESTOR SERVICES
SHAREHOLDER MANAGEMENT PAID TO INVESTMENT SERVICE FEES SERVICE FEES FEES PAID TO
SERIES NAME APPROVAL FEES ADVISER PAID TO RFS PAID TO RFS RDL
----------------------------------------------------------------------------------------------------------------------------------
Inverse Mid-Cap Strategy Fund 5/21/2010 0.90% $ 35,256 $ 9,793 $ 3,917 $ 9,793
Inverse NASDAQ-100(R)
Strategy Fund 5/21/2010 0.90% $ 132,852 $ 36,903 $ 14,761 $ 36,903
Inverse Russell 2000(R)
Strategy Fund 5/21/2010 0.90% $ 86,045 $ 23,901 $ 9,560 $ 23,901
Inverse S&P 500
Strategy Fund 5/21/2010 0.90% $ 347,532 $ 96,537 $ 38,614 $ 96,537
Japan 2x Strategy Fund 5/21/2010 0.75% $ 50,491 $ 16,830 $ 6,732 $ 16,830
Leisure Fund 5/21/2010 0.85% $ 113,298 $ 33,323 $ 13,329 $ 33,323
Managed Futures Strategy Fund 5/21/2010 0.90% $ 195,175 $ 54,215 $ 21,686 $ 54,215
Mid-Cap 1.5x Strategy Fund 5/21/2010 0.90% $ 129,055 $ 35,849 $ 14,339 $ 35,849
Multi-Hedge Strategies Fund 5/21/2010 1.15% $ 248,052 $ 0** $ 0** $ 0**
NASDAQ-100(R) 2x Strategy Fund 5/21/2010 0.90% $ 237,057 $ 65,849 $ 26,339 $ 65,849
NASDAQ-100(R) Fund 5/21/2010 0.75% $ 358,536 $ 119,512 $ 47,804 $ 119,512
Nova Fund 5/21/2010 0.75% $ 301,873 $ 100,624 $ 40,249 $ 100,624
Precious Metals Fund 5/21/2010 0.75% $ 624,743 $ 208,248 $ 83,298 $ 208,248
Real Estate Fund 5/21/2010 0.85% $ 283,233 $ 83,304 $ 33,321 $ 83,304
Retailing Fund 5/21/2010 0.85% $ 102,838 $ 30,246 $ 12,098 $ 30,246
Russell 2000(R) 1.5x
Strategy Fund 5/21/2010 0.90% $ 128,598 $ 35,722 $ 14,289 $ 35,722
Russell 2000(R) 2x
Strategy Fund 5/21/2010 0.90% $ 34,262 $ 9,517 $ 3,807 $ 9,517
S&P 500 2x Strategy Fund 5/21/2010 0.90% $ 162,720 $ 45,200 $ 18,080 $ 45,200
S&P 500 Pure Growth Fund 5/21/2010 0.75% $ 226,170 $ 75,390 $ 30,156 $ 75,390
S&P 500 Pure Value Fund 5/21/2010 0.75% $ 209,873 $ 69,958 $ 27,983 $ 69,958
S&P MidCap 400 Pure
Growth Fund 5/21/2010 0.75% $ 283,208 $ 94,403 $ 37,761 $ 94,403
S&P MidCap 400 Pure Value Fund 5/21/2010 0.75% $ 184,951 $ 61,650 $ 24,660 $ 61,650
S&P SmallCap 600 Pure Growth Fund 5/21/2010 0.75% $ 114,125 $ 38,042 $ 15,216 $ 38,042
S&P SmallCap 600 Pure Value Fund 5/21/2010 0.75% $ 163,053 $ 54,351 $ 21,741 $ 54,351
Select Allocation Fund 5/21/2010 0.90% $ 371,393 $ 103,165 $ 41,265 $ 103,165
Strengthening Dollar 2x
Strategy Fund 5/21/2010 0.90% $ 92,729 $ 25,758 $ 10,303 $ 25,758
C-3
DATE OF LAST MANAGEMENT FEES ADMINISTRATIVE ACCOUNTING INVESTOR SERVICES
SHAREHOLDER MANAGEMENT PAID TO INVESTMENT SERVICE FEES SERVICE FEES FEES PAID TO
SERIES NAME APPROVAL FEES ADVISER PAID TO RFS PAID TO RFS RDL
----------------------------------------------------------------------------------------------------------------------------------
Technology Fund 5/21/2010 0.85% $ 202,492 $ 59,556 $ 23,822 $ 59,556
Telecommunications Fund 5/21/2010 0.85% $ 57,519 $ 16,917 $ 6,767 $ 16,917
Transportation Fund 5/21/2010 0.85% $ 102,720 $ 30,212 $ 12,085 $ 30,211
U.S. Government Money
Market Fund 5/21/2010 0.50% $ 0 $ 6,541 $ 240,422 $ 0
U.S. Long Short Momentum Fund 5/21/2010 0.90% $ 533,432 $ 148,175 $ 59,270 $ 148,175
Utilities Fund 5/21/2010 0.85% $ 150,518 $ 44,270 $ 17,707 $ 44,270
Weakening Dollar 2x
Strategy Fund 5/21/2010 0.90% $ 32,220 $ 8,950 $ 3,580 $ 8,950
* The Advisor receives an investment advisory fee for managing the
Underlying Funds. The Underlying Funds pay a monthly investment advisory
fee to the Advisor for its services. The fee is based on the average
daily net assets of each Underlying Fund and calculated at an annual
rate for each Underlying Fund. For more information regarding the
Underlying Funds' investment advisory fees and expense limitations,
please see the Prospectus and applicable sections of the Statement of
Additional Information. The Funds benefit from the investment advisory
services provided to the Underlying Funds and, as shareholders of those
Underlying Funds, indirectly bear a proportionate share of those
Underlying Funds' advisory fees.
** The Advisor has contractually agreed to pay all operating expenses of
the Fund, excluding interest expense and taxes (expected to be de
minimis), brokerage commissions and other expenses connected with the
execution of portfolio transactions, short dividend expenses, and
extraordinary expenses.
*** The Advisor has contractually agreed to pay all other expenses of the
Fund, excluding Acquired Fund fees and expenses, interest expense and
taxes (expected to be de minimis), brokerage commissions and other
expenses connected with the execution of portfolio transactions and
extraordinary expenses.
C-4
APPENDIX D
TRUSTEES/MANAGERS AND OFFICERS OF
THE INVESTMENT ADVISER
MEMBER REPRESENTATIVE AND PRINCIPAL EXECUTIVE OFFICER OF SECURITY INVESTORS, LLC
The business address of the member representative and principal executive
officer is 805 King Farm Boulevard, Suite 600, Rockville, Maryland 20850.
POSITION HELD WITH OTHER PRINCIPAL
NAME SECURITY INVESTORS, LLC OCCUPATION/POSITION
---------------------------------------------------------------------------------------------------------------
Richard M. Goldman President, Chief Executive Officer Senior Vice President, Security Benefit
and Member Representative Corporation; CEO, Security Benefit Asset
Management Holdings, LLC; CEO, President
and Manager Representative, Security Investors,
LLC; CEO and Manager, Rydex Holdings, LLC;
CEO, President, and Manager, Rydex Distributors,
LLC; Manager, Rydex Fund Services, LLC; President
and Trustee, Rydex Series Funds, Rydex ETF Trust,
Rydex Dynamic Funds and Rydex Variable Trust; and
President, Director and Chairman of the Board,
Security Equity Fund, Security Income Fund,
Security Large Cap Value Fund, Security Mid Cap
Growth Fund and SBL Fund
TRUSTEES/OFFICERS OF THE FUNDS WHO HOLD POSITION(S) WITH SECURITY INVESTORS,
LLC. The business address of each of the following persons is 805 King Farm
Boulevard, Suite 600, Rockville, Maryland 20850.
NAME POSITION HELD WITH THE FUNDS POSITION HELD WITH SECURITY INVESTORS, LLC
---------------------------------------------------------------------------------------------------------------
Richard M. Goldman Trustee and President President, Chief Executive Officer and Member
Representative
Michael P. Byrum Vice President Senior Vice President
Nick Bonos Vice President and Treasurer Senior Vice President
Joanna M. Haigney Chief Compliance Officer and Senior Vice President and Chief Compliance
Secretary Officer
Joseph Arruda Assistant Treasurer Vice President
Keith Fletcher Vice President Senior Vice President
Amy Lee Vice President and Assistant Senior Vice President and Secretary
Secretary
D-1
APPENDIX E
ADVISORY FEE RATES OF FUNDS WITH SIMILAR INVESTMENT
OBJECTIVES ADVISED BY SECURITY INVESTORS, LLC
Each of the tables below lists the names of other mutual funds advised by
Security Investors, LLC (the "Investment Adviser") with similar investment
objectives as the Funds, and information concerning the Funds' and such other
funds' net assets as of April 30, 2011 and the rate of compensation for the
Investment Adviser for its services to the Funds and such other funds.
ANNUAL COMPENSATION
TO THE INVESTMENT
ADVISER (AS A
NAME OF FUND SUBJECT TO THIS PROXY STATEMENT PERCENTAGE OF AVERAGE NET ASSETS (IN
Name(s) of Other Fund(s) with Similar Objectives DAILY NET ASSETS) MILLIONS)
-----------------------------------------------------------------------------------------------------------------------
ALL-ASSET AGGRESSIVE STRATEGY FUND, A SERIES OF RYDEX VARIABLE TRUST 0.00%(1) $7.63
All-Asset Aggressive Strategy Fund, a series of Rydex Series Funds 0.00%(1) $17.58
ALL-ASSET CONSERVATIVE STRATEGY FUND, A SERIES OF RYDEX VARIABLE TRUST 0.00%(1) $11.13
All-Asset Conservative Strategy Fund, a series of Rydex Series Funds 0.00%(1) $14.32
ALL-ASSET MODERATE STRATEGY FUND, A SERIES OF RYDEX VARIABLE TRUST 0.00%(1) $23.85
All-Asset Moderate Strategy Fund, a series of Rydex Series Funds 0.00%(1) $31.18
ALTERNATIVE STRATEGIES ALLOCATION FUND, A SERIES OF RYDEX VARIABLE TRUST 0.00%(1) $7.44
Alternative Strategies Allocation Fund, a series of Rydex Series Funds 0.00%(1) $21.01
AMERIGO FUND, A SERIES OF RYDEX VARIABLE TRUST 0.90% $189.35
None N/A N/A
BANKING FUND, A SERIES OF RYDEX VARIABLE TRUST 0.85% $5.36
Banking Fund, a series of Rydex Series Funds 0.85% $15.87
BASIC MATERIALS FUND, A SERIES OF RYDEX VARIABLE TRUST 0.85% $40.65
Basic Materials Fund, a series of Rydex Series Funds 0.85% $124.08
BIOTECHNOLOGY FUND, A SERIES OF RYDEX VARIABLE TRUST 0.85% $17.99
Biotechnology Fund, a series of Rydex Series Funds 0.85% $105.50
CLERMONT FUND, A SERIES OF RYDEX VARIABLE TRUST 0.90% $83.56
None N/A N/A
COMMODITIES STRATEGY FUND, A SERIES OF RYDEX VARIABLE TRUST 0.75%(2) $23.60
Commodities Strategy Fund, a series of Rydex Series Funds 0.75%(2) $109.21
E-1
ANNUAL COMPENSATION
TO THE INVESTMENT
ADVISER (AS A
NAME OF FUND SUBJECT TO THIS PROXY STATEMENT PERCENTAGE OF AVERAGE NET ASSETS (IN
Name(s) of Other Fund(s) with Similar Objectives DAILY NET ASSETS) MILLIONS)
-----------------------------------------------------------------------------------------------------------------------
CONSUMER PRODUCTS FUND, A SERIES OF RYDEX VARIABLE TRUST 0.85% $18.55
Consumer Products Fund, a series of Rydex Series Funds 0.85% $74.07
DOW 2x STRATEGY FUND, A SERIES OF RYDEX VARIABLE TRUST 0.90% $18.14
Dow 2x Strategy Fund, a series of Rydex Dynamic Funds 0.90% $39.19
DWA FLEXIBLE ALLOCATION FUND, A SERIES OF RYDEX VARIABLE TRUST 1.00% $25.03
None N/A N/A
DWA SECTOR ROTATION FUND, A SERIES OF RYDEX VARIABLE TRUST 1.00% $35.55
None N/A N/A
ELECTRONICS FUND, A SERIES OF RYDEX VARIABLE TRUST 0.85% $10.86
Electronics Fund, a series of Rydex Series Funds 0.85% $14.92
ENERGY FUND, A SERIES OF RYDEX VARIABLE TRUST 0.85% $57.17
Energy Fund, a series of Rydex Series Funds 0.85% $128.46
ENERGY SERVICES FUND, A SERIES OF RYDEX VARIABLE TRUST 0.85% $55.34
Energy Services Fund, a series of Rydex Series Funds 0.85% $224.73
EUROPE 1.25X STRATEGY FUND, A SERIES OF RYDEX VARIABLE TRUST 0.90% $12.19
Europe 1.25x Strategy Fund, a series of Rydex Series Funds 0.90% $32.84
FINANCIAL SERVICES FUND, A SERIES OF RYDEX VARIABLE TRUST 0.85% $8.15
Financial Services Fund, a series of Rydex Series Funds 0.85% $12.08
GOVERNMENT LONG BOND 1.2x STRATEGY FUND, A SERIES OF RYDEX VARIABLE TRUST 0.50% $15.66
Government Long Bond 1.2x Strategy Fund, a series of Rydex Series Funds 0.50% $102.39
HEALTH CARE FUND, A SERIES OF RYDEX VARIABLE TRUST 0.85% $19.25
Health Care Fund, a series of Rydex Series Funds 0.85% $65.66
INTERNET FUND, A SERIES OF RYDEX VARIABLE TRUST 0.85% $11.34
Internet Fund, a series of Rydex Series Funds 0.85% $28.70
INVERSE DOW 2x STRATEGY FUND, A SERIES OF RYDEX VARIABLE TRUST 0.90% $8.50
Inverse Dow 2x Strategy Fund, a series of Rydex Dynamic Funds 0.90% $37.93
INVERSE GOVERNMENT LONG BOND STRATEGY FUND, A SERIES OF RYDEX VARIABLE TRUST 0.90% $18.71
Inverse Government Long Bond Strategy Fund, a series of Rydex Series Funds 0.90% $617.94
E-2
ANNUAL COMPENSATION
TO THE INVESTMENT
ADVISER (AS A
NAME OF FUND SUBJECT TO THIS PROXY STATEMENT PERCENTAGE OF AVERAGE NET ASSETS (IN
Name(s) of Other Fund(s) with Similar Objectives DAILY NET ASSETS) MILLIONS)
-----------------------------------------------------------------------------------------------------------------------
INVERSE MID-CAP STRATEGY FUND, A SERIES OF RYDEX VARIABLE TRUST 0.90% $1.17
Inverse Mid-Cap Strategy Fund, a series of Rydex Series Funds 0.90% $2.28
INVERSE NASDAQ-100(R) STRATEGY FUND, A SERIES OF RYDEX VARIABLE TRUST 0.90% $5.73
Inverse NASDAQ-100(R) Strategy Fund, a series of Rydex Series Funds 0.90% $14.17
INVERSE RUSSELL 2000(R) STRATEGY FUND, A SERIES OF RYDEX VARIABLE TRUST 0.90% $3.15
Inverse Russell 2000(R) Strategy Fund, a series of Rydex Series Funds 0.90% $9.22
INVERSE S&P 500 STRATEGY FUND 0.90% $14.23
Inverse S&P 500 Strategy Fund, a series of Rydex Series Funds 0.90% $136.53
JAPAN 2x STRATEGY FUND, A SERIES OF RYDEX VARIABLE TRUST 0.75% $6.29
Japan 2x Strategy Fund, a series of Rydex Series Funds 0.75% $13.84
LEISURE FUND, A SERIES OF RYDEX VARIABLE TRUST 0.85% $9.26
Leisure Fund, a series of Rydex Series Funds 0.85% $6.11
MANAGED FUTURES STRATEGY FUND, A SERIES OF RYDEX VARIABLE TRUST 0.90%(2) $16.67
Managed Futures Strategy Fund, a series of Rydex Series Funds 0.90%(2) $2,583.87
MID-CAP 1.5X STRATEGY FUND, A SERIES OF RYDEX VARIABLE TRUST 0.90% $23.70
Mid-Cap 1.5x Strategy Fund, a series of Rydex Series Funds 0.90% $56.79
MULTI-HEDGE STRATEGIES FUND, A SERIES OF RYDEX VARIABLE TRUST 1.15% $17.49
Multi-Hedge Strategies Fund, a series of Rydex Series Funds 1.15%(2) $73.92
NASDAQ-100(R) 2x STRATEGY FUND, A SERIES OF RYDEX VARIABLE TRUST 0.90% $33.22
NASDAQ-100(R) 2x Strategy Fund, a series of Rydex Dynamic Funds 0.90% $288.39
NASDAQ-100(R) FUND, A SERIES OF RYDEX VARIABLE TRUST 0.75% $52.92
NASDAQ-100(R) Fund, a series of Rydex Series Funds 0.75% $648.00
NOVA FUND, A SERIES OF RYDEX VARIABLE TRUST 0.75% $33.31
Nova Fund, a series of Rydex Series Funds 0.75% $85.58
PRECIOUS METALS FUND, A SERIES OF RYDEX VARIABLE TRUST 0.75% $109.52
Precious Metals Fund, a series of Rydex Series Funds 0.75% $243.13
E-3
ANNUAL COMPENSATION
TO THE INVESTMENT
ADVISER (AS A
NAME OF FUND SUBJECT TO THIS PROXY STATEMENT PERCENTAGE OF AVERAGE NET ASSETS (IN
Name(s) of Other Fund(s) with Similar Objectives DAILY NET ASSETS) MILLIONS)
-----------------------------------------------------------------------------------------------------------------------
REAL ESTATE FUND, A SERIES OF RYDEX VARIABLE TRUST 0.85% $26.88
Real Estate Fund, a series of Rydex Series Funds 0.85% $24.86
RETAILING FUND, A SERIES OF RYDEX VARIABLE TRUST 0.85% $5.81
Retailing Fund, a series of Rydex Series Funds 0.85% $11.76
RUSSELL 2000(R) 1.5X STRATEGY FUND, A SERIES OF RYDEX VARIABLE TRUST 0.90% $19.74
Russell 2000(R) 1.5x Strategy Fund, a series of Rydex Series Funds 0.90% $41.23
RUSSELL 2000(R) 2x STRATEGY FUND, A SERIES OF RYDEX VARIABLE TRUST 0.90% $6.35
Russell 2000(R) 2x Strategy Fund, a series of Rydex Dynamic Funds 0.90% $68.85
S&P 500 2x STRATEGY FUND, A SERIES OF RYDEX VARIABLE TRUST 0.90% $23.55
S&P 500 2x Strategy Fund, a series of Rydex Dynamic Funds 0.90% $151.74
Rydex 2X S&P 500 ETF, a series of Rydex ETF Trust 0.70% $94.29
S&P 500 PURE GROWTH FUND, A SERIES OF RYDEX VARIABLE TRUST 0.75% $58.57
S&P 500 Pure Growth Fund, a series of Rydex Series Funds 0.75% $47.33
Rydex S&P 500 Pure Growth ETF, a series of Rydex ETF Trust 0.35% $264.65
S&P 500 PURE VALUE FUND, A SERIES OF RYDEX VARIABLE TRUST 0.75% $41.06
S&P 500 Pure Value Fund, a series of Rydex Series Funds 0.75% $58.06
Rydex S&P 500 Pure Value ETF, a series of Rydex ETF Trust 0.35% $112.93
S&P MIDCAP 400 PURE GROWTH FUND, A SERIES OF RYDEX VARIABLE TRUST 0.75% $61.75
S&P Midcap 400 Pure Growth Fund, a series of Rydex Series Funds 0.75% $286.18
Rydex S&P MidCap 400 Pure Growth ETF, a series of Rydex ETF Trust 0.35% $670.63
S&P MIDCAP 400 PURE VALUE FUND, A SERIES OF RYDEX VARIABLE TRUST 0.75% $24.09
S&P MidCap 400 Pure Value Fund, a series of Rydex Series Funds 0.75% $61.56
Rydex S&P MidCap 400 Pure Value ETF, a series of Rydex ETF Trust 0.35% $60.16
S&P SMALLCAP 600 PURE GROWTH FUND, A SERIES OF RYDEX VARIABLE TRUST 0.75% $32.10
S&P SmallCap 600 Pure Growth Fund, a series of Rydex Series Funds 0.75% $145.49
Rydex S&P SmallCap 600 Pure Growth ETF, a series of Rydex ETF Trust 0.35% $35.19
S&P SMALLCAP 600 PURE VALUE FUND, A SERIES OF RYDEX VARIABLE TRUST 0.75% $17.31
S&P SmallCap 600 Pure Value Fund, a series of Rydex Series Funds 0.75% $26.90
E-4
ANNUAL COMPENSATION
TO THE INVESTMENT
ADVISER (AS A
NAME OF FUND SUBJECT TO THIS PROXY STATEMENT PERCENTAGE OF AVERAGE NET ASSETS (IN
Name(s) of Other Fund(s) with Similar Objectives DAILY NET ASSETS) MILLIONS)
-----------------------------------------------------------------------------------------------------------------------
Rydex S&P SmallCap 600 Pure Value ETF, a series of Rydex ETF Trust 0.35% $90.18
SELECT ALLOCATION FUND, A SERIES OF RYDEX VARIABLE TRUST 0.90% $42.73
None N/A N/A
STRENGTHENING DOLLAR 2x STRATEGY FUND, A SERIES OF RYDEX VARIABLE TRUST 0.90% $2.77
Strengthening Dollar 2x Strategy Fund, a series of Rydex Series Funds 0.90% $26.71
TECHNOLOGY FUND, A SERIES OF RYDEX VARIABLE TRUST 0.85% $19.90
Technology Fund, a series of Rydex Series Funds 0.85% 82.93
TELECOMMUNICATIONS FUND, A SERIES OF RYDEX VARIABLE TRUST 0.85% $5.76
Telecommunications Fund, a series of Rydex Series Funds 0.85% $12.85
TRANSPORTATION FUND, A SERIES OF RYDEX VARIABLE TRUST 0.85% $7.81
Transportation Fund, a series of Rydex Series Funds 0.85% $15.35
U.S. GOVERNMENT MONEY MARKET FUND, A SERIES OF RYDEX VARIABLE TRUST 0.50% $162.92
U.S. Government Money Market Fund, a series of Rydex Series Funds 0.50% $868.15
U.S. LONG SHORT MOMENTUM FUND, A SERIES OF RYDEX VARIABLE TRUST 0.90% $53.25
U.S. Long Short Momentum Fund, a series of Rydex Series Funds 0.90% $164.99
UTILITIES FUND, A SERIES OF RYDEX VARIABLE TRUST 0.85% $14.74
Utilities Fund, a series of Rydex Series Funds 0.85% $21.87
WEAKENING DOLLAR 2x STRATEGY FUND, A SERIES OF RYDEX VARIABLE TRUST 0.90% $6.05
Weakening Dollar 2x Strategy Fund, a series of Rydex Series Funds 0.90% $38.23
E-5
APPENDIX F
FORM OF NEW SUB-ADVISORY AGREEMENT WITH CLS INVESTMENTS, LLC
AGREEMENT made this [ ] day of [ ], 2011, by and between Security
Investors, LLC, a Kansas limited liability company (the "Adviser"), and CLS
Investments, LLC, a Nebraska limited liability company (the "Sub-Adviser").
WHEREAS, Rydex Variable Trust, a Delaware statutory trust (the "Trust")
is an open-end management investment company registered under the Investment
Company Act of 1940, as amended (the "1940 Act");
WHEREAS, the Adviser has entered into an Investment Advisory Agreement
dated [ ], 2011, as amended (the "Advisory Agreement") with the Trust, pursuant
to which the Adviser will act as the investment adviser to the separate series
of the Trust set forth therein; and
WHEREAS, the Adviser, with the approval of the Trust, desires to retain
the Sub-Adviser as its agent to furnish sub-investment advisory services to the
Adviser in connection with the management of the separate series of the Trust
set forth on Schedule A of this Investment Sub-Advisory Agreement (each a "Fund"
and together, the "Funds"), and the Sub-Adviser is willing to render such
sub-investment advisory services.
NOW, THEREFORE, in consideration of the mutual covenants herein
contained, the parties hereto agree as follows:
1. APPOINTMENT. The Adviser hereby appoints the Sub-Adviser to provide
certain sub-investment advisory services to each Fund for the period and on the
terms set forth in this Agreement (the "Sub-Advisory Agreement"). The
Sub-Adviser hereby accepts such appointment and agrees to furnish the services
herein set forth for the compensation herein provided.
2. DELIVERY OF DOCUMENTS. The Sub-Adviser hereby acknowledges receipt of
properly certified or authenticated copies of each of the following:
(a) The Trust's Declaration of Trust and all amendments thereto or
restatements thereof (such Declaration, as presently in effect and
as it shall from time to time be amended or restated, is herein
called the "Declaration of Trust");
(b) The Trust's By-Laws and amendments thereto;
(c) Resolutions of the Trust's Board of Trustees authorizing the
appointment of the Sub- Adviser and approving this Agreement;
(d) The Trust's Notification of Registration on Form N-8A under the
1940 Act as filed with the U.S. Securities and Exchange Commission
(the "SEC") and all amendments thereto;
(e) The Trust's Registration Statement on Form N-1A under the
Securities Act of 1933, as amended (the "1933 Act") and under the
1940 Act as filed with the SEC and all
F-1
amendments thereto insofar as such Registration Statement and such
amendments relate to each Fund; and
(f) The Trust's most recent prospectus and Statement of Additional
Information for each Fund (such prospectus and Statement of
Additional Information, as presently in effect, and all amendments
and supplements thereto are herein collectively called the
"Prospectus").
The Adviser will furnish the Sub-Adviser from time to time with copies of
all amendments of or supplements to the foregoing.
3. MANAGEMENT. Subject always to the supervision of the Trust's Board
of Trustees and the Adviser, the Sub-Adviser will furnish, direct, and
administer an investment program in respect of, and make investment and
reinvestment decisions for, all assets of each Fund and place all orders for the
purchase and sale of securities, all on behalf of each Fund. In the performance
of its duties, the Sub- Adviser will satisfy its fiduciary duties to each Fund,
and will monitor each Fund's investments, and will comply with the provisions of
the Trust's Declaration of Trust and By-Laws, as amended from time to time, any
policies or restrictions imposed by the Adviser and/or the Trust, and the stated
investment objectives, policies and restrictions of each Fund as provided in
each Fund's prospectus and statement of additional information, as amended from
time to time. The Sub-Adviser and the Adviser will each make its officers and
employees available to the other from time to time at reasonable times to review
investment policies of each Fund and to consult with each other regarding the
investment affairs of each Fund. The Sub-Adviser shall also make itself
reasonably available to the Board of Trustees at such times as the Board of
Trustees shall request.
The Sub-Adviser represents and warrants that it is in compliance with all
applicable rules and regulations of the SEC pertaining to its investment
advisory activities and agrees that it:
(a) will use the same skill and care in providing such services as it
uses in providing services to fiduciary accounts for which it has
investment responsibilities;
(b) will conform with all applicable rules and regulations of the SEC
pertaining to its investment advisory activities;
(c) will place orders pursuant to its investment determinations for
each Fund either directly with the issuer or with any broker or
dealer. In placing orders with brokers or dealers, the Sub-Adviser
will attempt to obtain the best combination of prompt execution of
orders in an effective manner and at the most favorable price
consistent with its "best execution" obligation. Consistent with
this obligation, when the execution and price offered by two or
more brokers or dealers are comparable, the Sub-Adviser may, in
its discretion, purchase and sell portfolio securities to and from
brokers and dealers who provide the Sub-Adviser with research
advice and other services (as those terms are defined in Section
28(e) of the Securities Act of 1934). In no instance will portfolio
securities be purchased from or sold to the Adviser, the
Sub-Adviser, Rydex Distributors, Inc. or any affiliated person of
either the Trust, the Adviser, the Sub-Adviser or Rydex
Distributors, Inc., except as may be permitted under the 1940 Act;
F-2
(d) will report regularly to the Adviser and will make appropriate
persons available for the purpose of reviewing at reasonable times
with representatives of the Adviser and the Board of Trustees the
management of each Fund, including, without limitation, review of
the general investment strategy of each Fund, the performance of
each Fund in relation to standard industry indices, interest rate
considerations and general conditions affecting the marketplace
and will provide various other reports from time to time as
reasonably requested by the Adviser;
(e) will maintain books and records required to be maintained by Rule
31a-3 under the 1940 Act with respect to the Trust's securities
transactions and will furnish the Adviser and the Trust's Board of
Trustees such periodic and special reports as the Board of
Trustees or the Adviser may request;
(f) will act upon instructions from the Adviser not inconsistent with
the fiduciary duties hereunder; and
(g) will treat confidentially and as proprietary information of the
Trust all such records and other information relative to the Trust
maintained by the Sub-Adviser, and will not use such records and
information for any purpose other than performance of its
responsibilities and duties hereunder, except after prior
notification to and approval in writing by the Trust, which
approval shall not be unreasonably withheld and may not be withheld
where the Sub-Adviser may be exposed to civil or criminal contempt
proceedings for failure to comply, when requested to divulge such
information by duly constituted authorities, or when so requested
by the Trust.
4. PROXY VOTING; CORPORATE ACTIONS. The Sub-Adviser shall execute and
deliver, or cause its nominee to execute and deliver, all proxy votes, notices
of meetings and other notices affecting or relating to the securities of each
Fund during the term of this Sub-Advisory Agreement. The Sub- Adviser shall
maintain and preserve written proxy voting procedures, and shall provide a copy
of such voting procedures, along with a record of its actual proxy votes
relating to the securities of each Fund, to the Adviser or the Trust upon
request. The Adviser and Sub-Adviser understand that the Funds may pursue their
investment objectives by investing in other investment companies that are not
affiliated "underlying funds" and specific proxy rules are applicable under the
1940 Act to this type of relationship. In particular, the Sub-Adviser will vote
all proxies received from the underlying funds in the same proportion that all
shares of the underlying funds are voted, or in accordance with instructions
received from Fund shareholders, pursuant to Section 12(d)(1)(F) of the 1940
Act. Beginning July 1, 2003, the Sub-Adviser shall maintain records regarding
proxy voting on behalf of the Funds in order that the Funds may complete the
annual Form N-PX filing.
5. BOOKS AND RECORDS. In compliance with the requirements of Rule
31a-3 under the 1940 Act, the Sub-Adviser hereby agrees that all records which
it maintains for each Fund, on behalf of the Trust are the property of the Trust
and further agrees to surrender promptly to the Trust any of such records upon
the Trust's request. The Sub-Adviser further agrees to preserve for the periods
prescribed by Rule 31a-2 under the 1940 Act the records required to be
maintained by Rule 31 a-1 under the 1940 Act.
F-3
6. EXPENSES. During the term of this Agreement, the Sub-Adviser will
pay all expenses incurred by it in connection with its activities under this
Sub-Advisory Agreement.
7. COMPENSATION. For the services to be provided by the Sub-Adviser
pursuant to this Agreement, the Adviser will pay the Sub-Adviser, and the
Sub-Adviser agrees to accept as full compensation therefor, a sub-advisory fee
paid at the rate specified on Schedule A, which is attached hereto and made part
of this Agreement. The fee will be calculated based on the average daily net
asset value of the assets under the Sub-Adviser's management. This fee will be
paid at least quarterly. Except as may otherwise be prohibited by law or
regulation (including any then current SEC staff interpretation), the
Sub-Adviser may, in its discretion and from time to time, waive a portion of its
fee. The Sub-Adviser shall not be responsible for expenses and costs of a
Fund's operations payable by a Fund or the Adviser.
8. SERVICES TO OTHERS. The Adviser understands, and has advised the
Trust's Board of Trustees, that the Sub-Adviser now acts, and may in the future
act, as an investment adviser and fiduciary to other managed accounts, and as
investment adviser, sub-investment adviser, and/or administrator to other
investment companies. The Adviser has no objection to the Sub-Adviser's acting
in such capacities, provided that the Sub-Adviser furnishes adequate disclosure
of such possible conflicts of interest and implements procedures designed to
mitigate or eliminate such conflicts. For example, whenever a Fund and one or
more other investment companies advised by the Sub-Adviser have available funds
for investment, investments suitable and appropriate for each will be allocated
in accordance with a formula believed by the Sub-Adviser to be equitable to each
company. The Adviser recognizes, and has advised the Trust's Board of Trustees,
that in some cases the Sub-Adviser's procedures may adversely affect the size of
the position that each Fund may obtain in a particular security. In addition,
the Adviser understands, and has advised the Trust's Board of Trustees, that the
persons employed by the Sub-Adviser to assist in the Sub-Adviser's duties under
this Sub-Advisory Agreement will not devote their full time to such service and
nothing contained in this Sub-Advisory Agreement will be deemed to limit or
restrict the right of the Sub-Adviser or any of its affiliates to engage in and
devote time and attention to other businesses or to render services of whatever
kind or nature.
9. STANDARD OF CARE. Each of the Adviser and Sub-Adviser shall
discharge its duties under this Sub-Advisory Agreement with the care, skill,
prudence and diligence under the circumstances then prevailing that a prudent
person acting in a like capacity and familiar with such matters would use in the
conduct of an enterprise of a like character and with like aims. The parties
recognize that the opinions, recommendations and actions of the Sub-Adviser will
be based on advice and information deemed to be reliable but not guaranteed by
or to the Sub-Adviser.
10. INDEMNIFICATION. Each of the Adviser and Sub-Adviser agrees to
indemnify each other against any claim, loss or liability (including reasonable
attorney's fees) arising as a result of the failure to meet the standard of care
set forth in the first sentence of Paragraph 9 hereof, Notwithstanding the
generality of the foregoing, the Adviser and Sub-Adviser each further agrees to
indemnify each other against any claim, loss or liability (including reasonable
attorney's fees) arising or as a result of willful misfeasance, bad faith or
gross negligence in the performance of its duties, or by reason of reckless
disregard of its obligation and duties hereunder. The federal securities laws
impose liabilities under certain circumstances on persons who act in good faith,
and therefore nothing herein shall in any way
F-4
constitute a waiver or limitation of any rights which each party may have
against the other under any federal securities laws based on negligence and
which cannot be modified in advance by contract.
11. DURATION AND TERMINATION. This Sub-Advisory Agreement will become
effective as of the date hereof provided that it has been approved by vote of a
majority of the outstanding voting securities of each Fund in accordance with
the requirements under the 1940 Act, and, unless sooner terminated as provided
herein, will continue in effect for two years.
Thereafter, if not terminated, this Sub-Advisory Agreement will continue
in effect for each Fund for successive periods of 12 months, each ending on the
day preceding the anniversary of the Sub- Advisory Agreement's effective date of
each year, provided that such continuation is specifically approved at least
annually (a) by the vote of a majority of those members of the Trust's Board of
Trustees who are not interested persons of the Trust, the Sub-Adviser, or the
Adviser, cast in person at a meeting called for the purpose of voting on such
approval, and (b) by the vote of a majority of the Trust's Board of Trustees or
by the vote of a majority of all votes attributable to the outstanding shares of
each Fund. Notwithstanding the foregoing, this Sub-Advisory Agreement may be
terminated as to each Fund at any time, without the payment of any penalty, on
sixty (60) days' written notice by the Adviser or by the Sub-Adviser. This
Sub-Advisory Agreement will immediately terminate in the event of its
assignment. (As used in this Sub-Advisory Agreement, the terms "majority of the
outstanding voting securities," "interested persons" and "assignment" have the
same meaning of such terms ascribed in the 1940 Act.)
This Agreement will terminate automatically if the investment advisory
agreement between the Trust and the Adviser is terminated.
12. AMENDMENT OF THIS AGREEMENT. No provision of this Sub-Advisory
Agreement may be changed, waived, discharged or terminated orally, but only by
an instrument in writing signed by the party against which enforcement of the
change, waiver, discharge or termination is sought.
13. MULTIPLE ORIGINALS. This Sub-Advisory Agreement may be executed in
two or more counterparts, each of which when so executed shall be deemed to be
an original, but such counterparts shall together constitute but one and the
same document.
14. CUSTODY. All securities and other assets of each Fund shall be
maintained with a custodian designated by the Adviser. The Sub-Adviser shall
have no responsibility or liability with respect to any custodial function.
15. MISCELLANEOUS. The captions in this Agreement are included for
convenience of reference only and in no way define or delimit any of the
provisions hereof or otherwise affect their construction or effect. If any
provision of this Agreement is held or made invalid by a court decision,
statute, rule or otherwise, the remainder of this Agreement will not be affected
thereby. This Agreement will be binding upon and shall inure to the benefit of
the parties hereto and will be governed by the internal laws of the state of
Delaware. The Sub-Adviser shall notify the Adviser of any changes in its
officers and directors within a reasonable time.
16. LIMITATION OF LIABILITY. The names "Rydex Variable Trust" and
"Trustees of the Rydex Variable Trust" refer respectively to the Trust created
by, and the Trustees, as trustees but not individually or personally, acting
from time to time under, the Declaration of Trust, to which reference
F-5
is hereby made and a copy of which is on file at the office of the Secretary of
State of the State of Delaware and elsewhere as required by law, and to any and
all amendments thereto so filed or hereafter filed. The obligations of the Trust
entered in the name or on behalf thereof by any of the Trustees, representatives
or agents are made not individually but only in such capacities and are not
binding upon any of the Trustees, shareholders or representatives of the Trust
personally, but bind only the assets of the Trust. Persons dealing with each
Fund must look solely to the assets of the Trust belonging to each Fund for the
enforcement of any claims against the Trust.
IN WITNESS WHEREOF, the parties hereto have caused this instrument to be
executed by their officers designated below as of the day and year first above
written.
SECURITY INVESTORS, LLC
By:
--------------------------------
Name: Richard M. Goldman
Title: Chief Executive Officer
CLS INVESTMENTS, LLC
By:
--------------------------------
Name:
Title:
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SCHEDULE A
TO THE
INVESTMENT SUB-ADVISORY AGREEMENT
DATED [ ], 2011
BETWEEN
SECURITY INVESTORS, LLC
AND
CLS INVESTMENTS, LLC
Pursuant to Section 7 of this Investment Sub-Advisory Agreement, the Adviser
shall pay the Sub-Adviser compensation at an annual rate as follows:
Amerigo Fund ................................................ 0.40%
Clermont Fund ............................................... 0.40%
Select Allocation Fund ...................................... 0.40%
Should either of the aforementioned Funds not average $10,000,000 in assets
over a quarter, the Sub-Adviser will not receive compensation for assets in that
Fund for that specific quarter.
F-7
APPENDIX G
INFORMATION REGARDING THE SUB-ADVISORY AGREEMENT WITH
CLS INVESTMENTS, LLC AND FEES PAID TO THE SUB-ADVISER
CLS Investments, LLC (the "Sub-Adviser") currently serves as sub-adviser to
the Amerigo Fund, the Clermont Fund and the Select Allocation Fund, each a
series of Rydex Variable Trust (collectively, the "CLS Funds"), pursuant to the
investment sub-advisory agreement between Security Investors, LLC, the CLS
Funds' investment adviser (the "Investment Adviser"), and the Sub-Adviser. The
table below provides the following information:
(i) the date of the Sub-Advisory Agreement;
(ii) the date on which the CLS Funds' shareholders last approved the Funds'
Sub-Advisory Agreement;
(iii) the annual rate of sub-advisory fees paid by the Investment Adviser
to the Sub-Adviser for the Sub-Adviser's sub-advisory services to the
CLS Funds; and
(iv) the aggregate amount of advisory fees paid by the Investment Adviser
to the Sub-Adviser for the Sub-Adviser's sub-advisory services to the
CLS Funds during the CLS Funds' fiscal year ended December 31, 2010.
DATE OF DATE OF LAST SUB-ADVISORY
SUB-ADVISORY SHAREHOLDER SUB-ADVISORY FEES PAID TO
FUND AGREEMENT APPROVAL FEES SUB-ADVISER
----------------------------------------------------------------------------------------------
Amerigo Fund 8/1/2010 5/21/2010 0.40% $1,069,290
Clermont Fund 8/1/2010 5/21/2010 0.40% $381,906
Select Allocation 8/1/2010 5/21/2010 0.40% $228,214
Fund
G-1
APPENDIX H
DIRECTORS/TRUSTEES/MANAGERS AND OFFICERS OF CLS INVESTMENTS, LLC
MANAGERS AND PRINCIPAL EXECUTIVE OFFICERS OF CLS INVESTMENTS, LLC. The business
address of the managers and principal executive officers is 4020 South 147th
Street, Omaha, Nebraska 68137.
POSITION HELD WITH CLS OTHER PRINCIPAL
NAME INVESTMENTS, LLC OCCUPATION/POSITION
------------------------------------------------------------------------------------------------
W. Patrick Clarke Manager Manager, NorthStar Financial
Services Group, LLC; Manager,
Gemini Fund Services, LLC;
Manager, Orion Advisor Services,
LLC; Manager, Northern Lights
Distributors, LLC; Manager, Forum
Financial Consultants LLC;
Manager, Gemcom, LLC; Manager,
Northern Lights Compliance
Services, LLC; Director,
Constellation Trust Company; and
President, AdvisorOne Funds
Michael Miola Manager Manager, NorthStar Financial
Services Group, LLC; Manager,
Orion Advisor Services, LLC;
Manager, Gemcom, LLC; Manager,
Northern Lights Compliance
Services, LLC; Director,
Constellation Trust Company;
Manager, Gemini Fund Services,
LLC; and Chairman of the Board of
Trustees, AdvisorOne Funds
Todd P. Clarke President, Manager N/A
There are no Trustees/Officers of the CLS Funds who hold position(s) with CLS
Investments, LLC.
H-1
APPENDIX I
ADVISORY FEE RATES OF FUNDS WITH SIMILAR INVESTMENT OBJECTIVES
ADVISED OR SUB-ADVISED BY CLS INVESTMENTS, LLC
The table below lists the names of other mutual funds advised or sub-advised
by CLS Investments, LLC ("CLS") with similar investment objectives as the
Amerigo Fund, Clermont Fund and Select Allocation Fund, each a series of Rydex
Variable Trust (the "CLS Funds"), and information concerning the CLS Funds' and
such other funds' net assets and the rate of compensation for CLS for its
services to the CLS Funds and such other funds.
ANNUAL
COMPENSATION
TO CLS (AS A
PERCENTAGE OF
NAME OF FUND SUBJECT TO THIS PROXY STATEMENT AVERAGE DAILY NET ASSETS
Name(s) of Other Fund(s) with Similar Objectives NET ASSETS) (IN MILLIONS)
-------------------------------------------------------------------------------------
AMERIGO FUND, A SERIES OF RYDEX VARIABLE TRUST 0.40% $ 189.4
Amerigo Fund, a series of AdvisorOne Funds* 1.00% $ 576.5
CLERMONT FUND, A SERIES OF RYDEX VARIABLE TRUST 0.40% $ 83.6
Clermont Fund, a series of AdvisorOne Funds* 1.00% $ 256.4
SELECT ALLOCATION FUND, A SERIES OF RYDEX VARIABLE 0.40% $ 42.7
TRUST
Select Allocation Fund (formerly known as 1.00% $ 240.8
Berolina Fund), a series of AdvisorOne Funds*
* CLS is the investment adviser to the fund.
I-1
APPENDIX J
FORM OF NEW SUB-ADVISORY AGREEMENT WITH
DORSEY, WRIGHT & ASSOCIATES, INC.
THIS AGREEMENT is made and entered into as of the close of business on
the [ ] day of [ ], 2011 between Security Investors, LLC (the "Adviser"), a
Kansas limited liability company, registered under the Investment Advisers Act
of 1940, as amended (the "Investment Advisers Act"), and Dorsey Wright &
Associates, Inc. (the "Subadviser"), a Virginia corporation registered under the
Investment Advisers Act.
W I T N E S S E T H:
WHEREAS, Rydex Variable Trust, a Delaware statutory trust ("RVT" or the
"Trust"), is registered with the Securities and Exchange Commission (the
"Commission") as an open-end management investment company under the Investment
Company Act of 1940, as amended (the "Investment Company Act");
WHEREAS, RVT is authorized to issue shares of (a) the DWA Flexible
Allocation Fund and (b) the DWA Sector Rotation Fund, each a separate series of
RVT (referred to herein individually as the "Fund" and together the "Funds");
WHEREAS, RVT has, pursuant to an Advisory Agreement with the Adviser
(the "Advisory Agreement"), retained the Adviser to act as investment adviser
for and to manage the Funds' assets;
WHEREAS, the Advisory Agreement permits the Adviser to delegate certain
of its duties under the Advisory Agreement to other investment advisers, subject
to the requirements of the Investment Company Act; and
WHEREAS, the Adviser, with the approval of the Trust, desires to retain
the Subadviser to act as investment adviser for and to manage the Funds'
Investments (as defined below) and the Subadviser desires to render such
services.
NOW, THEREFORE, the Adviser and Subadviser do mutually agree and
promise as follows:
1. Appointment as Subadviser. The Adviser hereby retains the
Subadviser to act as investment adviser for and to manage certain assets of the
Funds subject to the supervision of the Adviser and the Board of Trustees of the
Trust and to the terms of this Agreement, and consistent with its fiduciary
duties to each Fund; and the Subadviser hereby accepts such employment. In such
capacity, the Subadviser shall be responsible for the Funds' Investments
(defined below).
2. Duties of Subadviser.
---------------------
(a) INVESTMENTS. The Subadviser is hereby authorized and directed
and hereby agrees, subject to the stated investment policies and
restrictions of the Funds as set forth in each Fund's current
prospectus and statement of additional information as currently in
effect and as supplemented or amended from time to time (collectively
referred to hereinafter as the
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"Prospectus") and subject to the directions of the Adviser and the
Trust's Board to purchase, hold and sell investments for the account of
the Funds (hereinafter "Investments") and to monitor on a continuous
basis the performance of such Investments. The Subadviser in managing
the Funds shall give the Trust the benefit of its best efforts in
rendering its services as Subadviser. The Adviser agrees to provide the
Subadviser with such assistance as may be reasonably requested by the
Subadviser in connection with the Subadviser's activities under this
Agreement, including, without limitation, providing information
concerning each Fund, its funds available, or to become available, for
investment and generally as to the conditions of the Fund's or the
Trust's affairs.
The Subadviser acknowledges that the Trust may engage in certain
transactions in reliance on exemptions under Rule 10f-3, Rule 12d3-1,
Rule 17a-10 and Rule 17e-1 under the Investment Company Act.
Accordingly, the Subadviser hereby agrees that it will not consult with
any other subadviser of the Trust, or an affiliated person of such
other subadviser, concerning transactions for the Trust in securities
or other fund assets. The Subadviser shall be limited to providing
investment advice with respect to only the Funds, and shall not consult
with any other subadviser as to any other portion of the Trust's
portfolio concerning transactions for the Trust in securities or other
assets.
(b) Brokerage. The Subadviser is authorized, subject to the
supervision of the Adviser and the Trust's Board, to establish and
maintain accounts on behalf of each Fund. In addition, the Subadviser
is authorized, again subject to the supervision of the Adviser and the
Trust's Board, to place orders for the purchase and sale of each Fund's
Investments with or through such persons, brokers or dealers as
Subadviser may select and also to negotiate commissions to be paid on
such transactions. The Subadviser agrees that in placing such orders it
shall attempt to obtain best execution, provided that, the Subadviser
may, on behalf of each Fund, pay brokerage commissions to a broker
which provides brokerage and research services to the Subadviser in
excess of the amount another broker would have charged for effecting
the transaction, provided (i) the Subadviser determines in good faith
that the amount is reasonable in relation to the value of the brokerage
and research services provided by the executing broker in terms of the
particular transaction or in terms of the Subadviser's overall
responsibilities with respect to each Fund and the accounts as to which
the Subadviser exercises investment discretion, (ii) such payment is
made in compliance with Section 28(e) of the Securities Exchange Act of
1934, as amended, and any other applicable laws and regulations, and
(iii) in the opinion of the Subadviser, the total commissions paid by
each Fund will be reasonable in relation to the benefits to the Fund
over the long term. It is recognized that the services provided by such
brokers may be useful to the Subadviser in connection with the
Subadviser's services to other clients. On occasions when the
Subadviser deems the purchase or sale of a security to be in the best
interests of the Funds as well as other clients of the Subadviser, the
Subadviser, to the extent permitted by applicable laws and regulations,
may, but shall be under no obligation to, aggregate the securities to
be sold or purchased in order to obtain the most favorable price or
lower brokerage commissions and efficient execution. In such event,
allocation of securities so sold or purchased, as well as the expenses
incurred in the transaction, will be made by the Subadviser in the
manner the Subadviser considers to be the most equitable and consistent
with its fiduciary obligations to the Funds and to such other clients.
The Subadviser will report on such allocations at the request of the
Adviser, the Trust or the Trust's Board, providing such
J-2
information as the number of aggregated trades to which the Funds were
a party, the broker(s) to whom such trades were directed, and the
basis of the allocation for the aggregated trades.
(c) Securities Transactions. The Subadviser and any affiliated
person of the Subadviser will not purchase securities or other
instruments from or sell securities or other instruments to the Funds
("Principal Transactions"); provided, however, the Subadviser may
enter into a Principal Transaction with the Funds if (i) the
transaction is permissible under applicable laws and regulations,
including, without limitation, the Investment Company Act and the
Investment Advisers Act and the rules and regulations promulgated
thereunder, and (ii) the transaction receives the express written
approval of the Adviser.
The Subadviser agrees to adopt and comply with a Code of Ethics
that complies with Rule 17j-1 under the Investment Company Act, as the
same may be amended from time to time. The Subadviser agrees to
provide the Adviser and the Trust with a copy of such Code of Ethics.
(d) Books and Records. The Subadviser will maintain all books and
records required to be maintained pursuant to the Investment Company
Act and the rules and regulations promulgated thereunder with respect
to transactions made by it on behalf of the Funds including, without
limitation, the books and records listed in Exhibit A, and shall
timely furnish to the Adviser all information relating to the
Subadviser's services hereunder requested by the Adviser to keep such
other books and records of the Funds required by Rule 31a-1 under the
Investment Company Act. The Subadviser will also preserve all such
books and records for the periods prescribed in Rule 31a-2 under the
Investment Company Act (generally 6 years, the first 2 in an easily
accessible place), and agrees that such books and records shall remain
the sole property of the Trust and shall be immediately surrendered to
the Trust upon request. The Subadviser further agrees that all books
and records maintained hereunder shall be made available to the Trust
or the Adviser at any time upon reasonable request, including
telecopy, during any business day.
(e) Information Concerning Investments and Subadviser. From time
to time as the Adviser or the Trust may request, the Subadviser will
furnish the requesting party reports on portfolio transactions and
reports on Investments held in the portfolio, all in such detail as
the Adviser or the Trust may reasonably request. The Subadviser will
make available its officers and employees to meet with the Trust's
Board of Trustees at the Trust's principal place of business on due
notice to review the Investments of the Funds.
The Subadviser will also provide such information or perform such
additional acts as are customarily performed by a subadviser and may
be required for the Trust or the Adviser to comply with their
respective obligations under applicable laws, including, without
limitation, the Internal Revenue Code of 1986, as amended (the
"Code"), the Investment Company Act, the Investment Advisers Act, the
Securities Act of 1933, as amended (the "Securities Act") and any
state securities laws, and any rule or regulation thereunder.
During the term of this Agreement, the Adviser agrees to furnish the
Subadviser at its principal office all registration statements, proxy
statements, reports to stockholders, sales
J-3
literature or other materials prepared for distribution to stockholders
of the Funds, or the public that refer to the Subadviser for
Subadviser's review and approval. The Subadviser shall be deemed to
have approved all such materials unless the Subadviser reasonably
objects by giving notice to the Adviser in writing within five (5)
business days (or such other period as may be mutually agreed) after
receipt thereof. The Subadviser's right to object to such materials is
limited to the portions of such materials that expressly relate to the
Subadviser, its services and its clients. The Adviser agrees to use
its best efforts to ensure that materials prepared by its employees or
agents or its affiliates that refer to the Subadviser or its clients
in any way are consistent with those materials previously approved by
the Subadviser as referenced in this paragraph. Sales literature may
be furnished to the Subadviser by first class or overnight mail,
facsimile transmission equipment, hand delivery or in electronic
format.
(f) Custody Arrangements. The Subadviser shall provide the Funds'
custodian, on each business day with information relating to all
transactions concerning the Funds' assets.
(g) Compliance with Applicable Laws and Governing Documents. In
all matters relating to the performance of this Agreement, the
Subadviser and its directors, officers, partners, employees and
interested persons shall act in conformity with the Trust Agreement
and Declaration of Trust, By-Laws, currently effective registration
statement, and the terms and conditions of exemptive and no-action
relief granted to the Trust as amended from time to time, and with the
written instructions and directions of the Trust's Board and the
Adviser, after receipt of such documents from the Trust, and shall
comply with the requirements of the Investment Company Act, the
Investment Advisers Act, the rules thereunder, and all other
applicable federal and state laws and regulations. Without limiting
the preceding sentence, the Adviser promptly shall notify the
Subadviser as to any act or omission of the Subadviser hereunder that
the Adviser reasonably deems to constitute or to be the basis of any
noncompliance or nonconformance with any of the Trust's Agreement and
Declaration of Trust, By-Laws, currently effective registration
statement, the instructions and directions received in writing from
the Adviser or the Trustees of the Trust, the Investment Company Act,
the Code, and all other applicable federal and state laws and
regulations. Notwithstanding the foregoing, the Adviser shall remain
responsible for ensuring the Funds' and the Trust's overall compliance
with the Investment Company Act, the Code and all other applicable
federal and state laws and regulations and the Subadviser is only
obligated to comply with this subsection (g) with respect to the
assets of each Fund. The Adviser will provide the Subadviser with
reasonable advance notice of any change in the Funds' investment
objectives, policies and restrictions as stated in its currently
effective registration statement, and the Subadviser shall, in the
performance of their duties and obligations under this Agreement,
manage the Funds' Investments consistent with such changes, provided
that the Subadviser has received prompt notice of the effectiveness of
such changes from the Trust or the Adviser. In addition to such
notice, the Adviser shall provide to the Subadviser a copy of a
modified Prospectus and SAI reflecting such changes.
The Adviser shall be responsible for ensuring that the Funds comply
with all applicable statutes and regulations necessary to qualify each
Fund as a Regulated Investment Company under Subchapter M of the Code
(or any successor provision) and the diversification provisions of
Section 817(h) of the Code (or any successor provision) and the
regulations issued thereunder relating to the diversification
requirements for variable insurance contracts and any prospective
J-4
amendments or other modifications to Section 817 or regulations
thereunder. In connection with such compliance tests, the Adviser
shall inform the Subadviser prior to a calendar quarter end if the
Subadviser Assets are out of compliance with the diversification
requirements under Subchapter M. If the Adviser notifies the
Subadviser that the Subadviser Assets are not in compliance with such
requirements noted above, the Subadviser will take prompt action to
bring the Subadviser Assets back into compliance within the time
permitted under the Code thereunder or to adequately diversify each
Fund so as to achieve compliance within the grace period afforded by
Regulation 1.817-5.
Subadviser further agrees that the Adviser and its affiliates shall
be exclusively responsible for the marketing and distribution of
shares of the Funds in the United States.
(h) Information Concerning the Funds. The Adviser or the Trust
has furnished the Subadviser with copies of each of the following
documents and will furnish the Subadviser at its principal office all
future amendments and supplements to such documents, if any, as soon
as practicable after such documents become available: (i) the Trust
Agreement and Declaration of Trust, (ii) the By-Laws of RVT, (iii) the
Funds' registration statement under the Investment Company Act and the
Securities Act as filed with the Commission, and (iv) any written
instructions of the Funds' Board and the Adviser.
(i) Voting of Proxies. The Subadviser shall direct the custodian
as to how to vote such proxies as may be necessary or advisable in
connection with any matters submitted to a vote of shareholders of
securities held by the Funds. The Subadviser shall provide to the
Adviser its applicable proxy voting policies and procedures for
inclusion in the Funds' Statement of Additional Information.
(j) Informational Material. The Subadviser shall provide the
Adviser for its review prior to their use, copies of all informational
materials prepared by or on behalf of the Subadviser, mentioning
either Fund, including but not limited to, advertisements, brochures,
and promotional and any other similar materials (the "Informational
Materials"), and that such Informational Materials shall conform with,
and be disseminated in accordance with, applicable laws.
3. Independent Contractor. In the performance of its duties
hereunder, the Subadviser is and shall be an independent contractor and unless
otherwise expressly provided herein or otherwise authorized in writing, shall
have no authority to act for or represent the Trust or the Adviser in any way or
otherwise be deemed an agent of the Trust or the Adviser.
4. Compensation. The Adviser shall pay to the Subadviser, for the
services rendered hereunder, the fees set forth in Exhibit B attached hereto.
5. Expenses. The Subadviser shall bear all expenses incurred by it
in connection with its services under this Agreement. The Subadviser shall not
be responsible for the Trust's, the Funds' or Adviser's expenses.
J-5
6. Delegation. The Subadviser shall not assign or delegate any of
its duties under this Agreement without the approval of the Adviser and the
Trust's Board.
7. Non-Exclusivity. The services of the Subadviser to the Trust in
managing the Funds are not deemed to be exclusive, and the Subadviser and its
officers shall be free to render investment advisory and administrative or other
services to others (including other investment companies) and to engage in other
activities so long as its duties hereunder are not impaired thereby.
8. Representations and Warranties of Subadviser. The Subadviser
represents and warrants to the Adviser and the Trust as follows:
(a) The Subadviser is registered as an investment adviser under
the Investment Advisers Act;
(b) The Subadviser will immediately notify the Adviser of the
occurrence of any event that would disqualify the Subadviser from
serving as an investment adviser of an investment company pursuant to
Section 9(a) of the Investment Company Act;
(c) The Subadviser is fully authorized under all applicable law
to serve as Subadviser to the Trust and to perform the services
described under this Agreement;
(d) The Subadviser is a corporation duly organized and validly
existing under the laws of the Commonwealth of Virginia with the power
to own and possess its assets and carry on its business as it is now
being conducted;
(e) The execution, delivery and performance by the Subadviser of
this Agreement are within the Subadviser's powers and have been duly
authorized by all necessary action on the part of its shareholders,
and no action by or in respect of, or filing with, any governmental
body, agency or official is required on the part of the Subadviser for
the execution, delivery and performance by the Subadviser of this
Agreement, and the execution, delivery and performance by the
Subadviser of this Agreement do not contravene or constitute a default
under (i) any provision of applicable law, rule or regulation, (ii)
the Subadviser's governing instruments, or (iii) any agreement,
judgment, injunction, order, decree or other instrument binding upon
the Subadviser;
(f) This Agreement is a valid and binding agreement of the
Subadviser;
(g) The Form ADV of the Subadviser previously provided to the
Adviser is a true and complete copy of the form filed with the
Commission and the information contained therein is accurate and
complete in all material respects and does not omit to state any
material fact necessary in order to make the statements made, in light
of the circumstances under which they were made, not misleading;
(h) The Subadviser, in accordance with Rule 206(4)9-7 under the
Investment Advisers Act, has adopted and will maintain compliance
policies and procedures reasonably designed to prevent violation by
the Subadviser and its supervised persons (as such term is
J-6
defined by the Investment Advisers Act) of the Investment Advisers Act
and the rules thereunder, has provided the Adviser with a copy of such
compliance policies and procedures (and will provide them with any
amendments thereto), and, to the extent the Subadviser's activities
and services could affect the Funds, policies and procedures
reasonably designed to prevent violation of the federal securities
laws (as such terms is defined in Rule 38a-1 under the Investment
Company Act) by the Funds and the Subadviser. The Subadviser
understands that RVT's Board of Trustees is required to approve the
Subadviser's compliance policies and procedures and acknowledges that
this Agreement is conditioned upon such Board approval;
(i) The Subadviser shall not divert any Fund portfolio securities
transactions to a broker or dealer in consideration of such broker or
dealer's promotion or sales of shares of the Funds, any other series
of RVT, or any other registered investment company; and
(j) The Subadviser agrees to maintain an appropriate level of
errors and omissions or professional liability insurance coverage.
9. Representations and Warranties of Adviser. The Adviser
represents and warrants to the Subadviser as follows:
(a) The Adviser is registered as an investment adviser under the
Investment Advisers Act;
(b) The Adviser is a limited liability company duly organized and
validly existing under the laws of the State of Kansas with the power
to own and possess its assets and carry on its business as it is now
being conducted;
(c) The execution, delivery and performance by the Adviser of
this Agreement are within the Adviser's powers and have been duly
authorized by all necessary action on the part of its members, and no
action by or in respect of, or filing with, any governmental body,
agency or official is required on the part of the Adviser for the
execution, delivery and performance by the Adviser of this Agreement,
and the execution, delivery and performance by the Adviser of this
Agreement do not contravene or constitute a default under (i) any
provision of applicable law, rule or regulation, (ii) the Adviser's
governing instruments, or (iii) any agreement, judgment, injunction,
order, decree or other instrument binding upon the Adviser;
(d) This Agreement is a valid and binding agreement of the
Adviser;
(e) The Form ADV of the Adviser previously provided to the
Subadviser is a true and complete copy of the form filed with the
Commission and the information contained therein is accurate and
complete in all material respects and does not omit any material fact
necessary in order to make the statements made, in light of the
circumstances under which they were made, not misleading; and
(f) The Adviser acknowledges that it received a copy of the
Subadviser's Form ADV at least 48 hours prior to the execution of this
Agreement.
J-7
10. Survival of Representations and Warranties; Duty to Update
Information. All representations and warranties made by the Subadviser and the
Adviser pursuant to Sections 8 and 9 hereof shall survive for the duration of
this Agreement and the parties hereto shall promptly notify each other in
writing upon becoming aware that any of the foregoing representations and
warranties are no longer true.
11. Liability and Indemnification.
------------------------------
(a) Except as may otherwise be provided by the Investment
Company Act or any other federal securities law, neither the Subadviser nor any
of its officers, members or employees (its "AFFILIATES") shall be liable for any
losses, claims, damages, liabilities or litigation (including legal and other
expenses) incurred or suffered by the Adviser or the Trust as a result of any
error of judgment or mistake of law by the Subadviser or its Affiliates with
respect to each Fund, except that nothing in this Agreement shall operate or
purport to operate in any way to exculpate, waive or limit the liability of the
Subadviser or its Affiliates for, and the Subadviser shall indemnify and hold
harmless the Trust, the Adviser, all affiliated persons thereof (within the
meaning of Section 2(a)(3) of the Investment Company Act) and all controlling
persons (as described in Section 15 of the Securities Act) (collectively,
"Adviser Indemnitees") against any and all losses, claims, damages, liabilities
or litigation (including reasonable legal and other expenses) to which any of
the Adviser Indemnitees may become subject under the Securities Act, the
Investment Company Act, the Investment Advisers Act, or under any other statute,
or common law or otherwise arising out of or based on (i) any willful
misconduct, bad faith, reckless disregard or gross negligence of the Subadviser
in the performance of any of its duties or obligations hereunder or (ii) any
untrue statement of a material fact contained in the Prospectus, proxy
materials, reports, advertisements, sales literature, or other materials
pertaining to each Fund or the omission to state therein a material fact known
to the Subadviser which was required to be stated therein or necessary to make
the statements therein not misleading, if such statement or omission was made in
reliance upon information furnished to the Adviser or the Trust by the
Subadviser Indemnitees (as defined below) for use therein. Unless otherwise
obligated under applicable law, neither the Subadviser nor its Affiliates will
be liable for consequential or indirect damages even if the Subadviser has been
advised of the possibility or likelihood of the occurrence of such damages.
(b) Except as may otherwise be provided by the Investment Company
Act or any other federal securities law, the Adviser and its Affiliates shall
not be liable for any losses, claims, damages, liabilities or litigation
(including legal and other expenses) incurred or suffered by the Subadviser as a
result of any error of judgment or mistake of law by the Adviser with respect to
each Fund, except that nothing in this Agreement shall operate or purport to
operate in any way to exculpate, waive or limit the liability of the Adviser
for, and the Adviser shall indemnify and hold harmless the Subadviser, all
affiliated persons thereof (within the meaning of Section 2(a)(3) of the
Investment Company Act) and all controlling persons (as described in Section 15
of the 1933 Act) (collectively, "Subadviser Indemnitees") against any and all
losses, claims, damages, liabilities or litigation (including reasonable legal
and other expenses) to which any of the Subadviser Indemnitees may become
subject under the Securities Act, the Investment Company Act, the Investment
Advisers Act, or under any other statute, at common law or otherwise arising out
of or based on (i) any willful misconduct, bad faith, reckless disregard or
gross negligence of the Adviser in the performance of any of its duties or
obligations
J-8
hereunder or (ii) any untrue statement of a material fact contained in the
Prospectus, proxy materials, reports, advertisements, sales literature, or other
materials pertaining to the Fund(s) or the omission to state therein a material
fact known to the Adviser that was required to be stated therein or necessary to
make the statements therein not misleading, unless such statement or omission
was made in reliance upon information furnished to the Adviser or the Trust by
the Subadviser Indemnitees for use therein. Unless otherwise obligated under
applicable law, neither the Adviser nor its Affiliates will be liable for
consequential or indirect damages even if the Adviser has been advised of the
possibility or likelihood of the occurrence of such damages.
12. Duration and Termination.
-------------------------
(a) Duration. This Agreement shall become effective upon the date
first above written, provided that this Agreement shall not take effect with
respect to each of the Funds unless it has first been approved (i) by a vote of
a majority of those directors of the Funds who are not parties to this Agreement
or interested persons of any such party, cast in person at a meeting called for
the purpose of voting on such approval, and (ii) to the extent required by
applicable law, by vote of a majority of the Funds' outstanding voting
securities. This Agreement shall continue in effect for a period of two years
from the date hereof, subject thereafter to being continued in force and effect
from year to year with respect to each Fund if specifically approved each year
by either (i) the Board of Trustees of the Funds, or (ii) by the affirmative
vote of a majority of the Funds' outstanding voting securities. In addition to
the foregoing, each renewal of this Agreement with respect to the Funds must be
approved by the vote of a majority of the Funds' directors who are not parties
to this Agreement or interested persons of any such party, cast in person at a
meeting called for the purpose of voting on such approval. Prior to voting on
the renewal of this Agreement, the Board of Trustees of the Funds may request
and evaluate, and the Subadviser shall furnish, such information as may
reasonably be necessary to enable the Funds' Board of Trustees to evaluate the
terms of this Agreement.
(b) Termination. Notwithstanding whatever may be provided herein
to the contrary, this Agreement may be terminated at any time, without payment
of any penalty:
(i) By vote of a majority of the Board of Trustees of the Funds, or
by vote of a majority of the outstanding voting securities of the Funds, or by
the Adviser, in each case, upon sixty (60) days' written notice to the
Subadviser;
(ii) By the Adviser upon breach by the Subadviser of any
representation or warranty contained in Section 6 hereof, which shall not have
been cured during the notice period, upon twenty (20) days written notice;
(iii) By the Adviser immediately upon written notice to the Subadviser
if the Subadviser becomes unable to discharge its duties and obligations under
this Agreement; or
(iv) By the Subadviser upon sixty (60) days written notice to the
Adviser and the Funds.
This Agreement shall not be assigned (as such term is defined in the Investment
Company Act) without the prior written consent of the parties hereto. This
Agreement shall terminate automatically in the event of its assignment without
such consent.
J-9
13. Duties of the Adviser. The Adviser shall continue to have
responsibility for all services to be provided to the Funds pursuant to the
Advisory Agreement and shall oversee and review the Subadviser's performance of
its duties under this Agreement.
14. Amendment. This Agreement may be amended by mutual consent of
the parties, provided that the terms of each such amendment shall be approved by
the Board of Trustees of the Funds or by a vote of a majority of the outstanding
voting securities of the Funds.
15. Confidentiality. Subject to the duties of the Adviser, the
Funds and the Subadviser to comply with applicable law, including any demand of
any regulatory or taxing authority having jurisdiction, the parties hereto shall
treat as confidential all information pertaining to the Funds and the actions of
the Subadviser, the Adviser and the Funds in respect thereof.
16. Notice. Any notice that is required to be given by the
parties to each other (or to the Funds) under the terms of this Agreement shall
be in writing, delivered, or mailed postpaid to the other party, or transmitted
by facsimile with acknowledgment of receipt, to the parties at the following
addresses or facsimile numbers, which may from time to time be changed by the
parties by notice to the other party:
(a) If to the Subadviser:
Dorsey Wright & Associates, Inc.
9201 Forest Hill Avenue; Ste 100
Richmond, VA 23225
Attention: Watson H. Wright, Secretary/Treasurer
Facsimile: (804) 320-8577
(b) If to the Adviser:
Security Investors, LLC
805 King Farm Boulevard, Suite 600
Rockville, MD 20850
Attention: Rich Goldman
Facsimile: (785) 438-3080
with a copy to:
Security Investors, LLC
One Security Benefit Place
Topeka, KS 66636-0001
Attention: General Counsel
Facsimile: (785) 438-3080
17. Governing Law; Jurisdiction. This Agreement shall be governed
by and construed in accordance with the internal laws of the State of Kansas.
J-10
18. Counterparts. This Agreement may be executed in one or more
counterparts, all of which shall together constitute one and the same
instrument.
19. Captions. The captions herein are included for convenience of
reference only and shall be ignored in the construction or interpretation
hereof.
20. Severability. If any provision of this Agreement shall be
held or made invalid by a court decision or applicable law, the remainder of the
Agreement shall not be affected adversely and shall remain in full force and
effect.
21. Certain Definitions.
--------------------
(a) "Business day." As used herein, business day means any
customary business day in the United States on which the New York Stock
Exchange is open.
(b) Miscellaneous. Any question of interpretation of any term
or provision of this Agreement having a counterpart in or otherwise derived
from a term or provision of the Investment Company Act shall be resolved by
reference to such term or provision of the Investment Company Act and to
interpretations thereof, if any, by the U.S. courts or, in the absence of any
controlling decisions of any such court, by rules, regulation or order of the
Commission validly issued pursuant to the Investment Company Act. Specifically,
as used herein, "investment company," "affiliated person," "interested person,"
"assignment," "broker," "dealer" and "affirmative vote of the majority of each
Fund's outstanding voting securities" shall all have such meaning as such terms
have in the Investment Company Act. The term "investment adviser" shall have
such meaning as such term has in the Investment Advisers Act and the Investment
Company Act, and in the event of a conflict between such Acts, the most
expansive definition shall control. In addition, where the effect of a
requirement of the Investment Company Act reflected in any provision of this
Agreement is relaxed by a rule, regulation or order of the Commission, whether
of special or general application, such provision shall be deemed to incorporate
the effect of such rule, regulation or order.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on
the day and year first written above.
SECURITY INVESTORS, LLC
By:
-------------------------------
Name: Richard Goldman
Title: President
Attest:
-------------------------------
Name: Michael Byrum
Title: Secretary
J-11
DORSEY, WRIGHT & ASSOCIATES, INC.
By:
-------------------------------
Name: Thomas J. Dorsey
Title: President
Attest:
-------------------------------
Name: Watson H. Wright
Title: Secretary
J-12
EXHIBIT A
BOOKS AND RECORDS
Pursuant to Section 2(d) of this Agreement, the following are a list of books
and records the Subadviser will keep pursuant to Rule 31a-1(b) and (f) under the
Investment Company Act of 1940.
b. Every registered investment company shall maintain and keep
current the following books, accounts, and other documents:
1. Journals (or other records of original entry) containing an
itemized daily record in detail of all purchases and sales of
securities (including sales and redemptions of its own
securities), all receipts and deliveries of securities (including
certificate numbers if such detail is not recorded by custodian
or transfer agent), all receipts and disbursements of cash and
all other debits and credits. Such records shall show for each
such transaction the name and quantity of securities, the unit
and aggregate purchase or sale price, commission paid, the market
on which effected, the trade date, the settlement date, and the
name of the person through or from whom purchased or received or
to whom sold or delivered. In the case of a money market fund,
also identify the provider of any Demand Feature or Guarantee (as
defined in Rule 2a-7(a)(8) or Rule 2a-7(a)(15) respectively) and
give a brief description of the nature of the Demand Feature or
Guarantee (e.g., unconditional demand feature, conditional demand
feature, letter of credit, or bond insurance) and, in a
subsidiary portfolio investment record, provide the complete
legal name and accounting and other information (including
sufficient information to calculate coupons, accruals,
maturities, puts, and calls) necessary to identify, value, and
account for each investment.
5. A record of each brokerage order given by or in behalf of the
investment company for, or in connection with, the purchase or
sale of securities, whether executed or unexecuted. Such record
shall include the name of the broker, the terms and conditions of
the order and of any modification or cancellation thereof, the
time of entry or cancellation, the price at which executed, and
the time of receipt of report of execution. The record shall
indicate the name of the person who placed the order in behalf of
the investment company.
6. A record of all other portfolio purchases or sales showing
details comparable to those prescribed in paragraph (b)(5) of this
section.
7. A record of all puts, calls, spreads, straddles, and other
options in which the investment company has any direct or
indirect interest or which the investment company has granted or
guaranteed; and a record of any contractual commitments to
purchase, sell, receive or deliver securities or other property
(but not including open orders placed with broker-dealers for the
purchase or sale of securities, which may be cancelled by the
company on notices without penalty or cost of any kind);
containing, at least, an identification of the security, the
number of units involved, the option price, the date of maturity,
the date of issuance, and the person to whom issued.
J-13
9. A record for each fiscal quarter, which shall be completed
within ten days after the end of such quarter, showing
specifically the basis or bases upon which the allocation of
orders for the purchase and sale of portfolio securities to named
brokers or dealers and the division of brokerage commissions or
other compensation on such purchase and sale orders among named
persons were made during such quarter. The record shall indicate
the consideration given to (i) sales of shares of the investment
company by brokers or dealers, (ii) the supplying of services or
benefits by brokers or dealers to the investment company, its
investment adviser or principal underwriter or any persons
affiliated therewith, and (iii) any other considerations other
than the technical qualifications of the brokers and dealers as
such. The record shall show the nature of the services or
benefits made available, and shall describe in detail the
application of any general or specific formula or other
determinant used in arriving at such allocation of purchase and
sale orders and such division of brokerage commissions or other
compensation. The record shall also include the identities of the
persons responsible for the determination of such allocation and
such division of brokerage commissions or other compensation.
10. A record in the form of an appropriate memorandum identifying
the person or persons, committees, or groups authorizing the
purchase or sale of portfolio securities. Where an authorization
is made by a committee or group, a record shall be kept of the
names of its members who participated in the authorization. There
shall be retained as part of the record required by this
paragraph any memorandum, recommendation, or instruction
supporting or authorizing the purchase or sale of portfolio
securities. The requirements of this paragraph are applicable to
the extent they are not met by compliance with the requirements
of paragraph (b)(4) of this section.
11. Files of all advisory material received from the investment
adviser, any advisory board or advisory committee, or any other
persons from whom the investment company accepts investment
advice, other than material which is furnished solely through
uniform publications distributed generally.
f. Every investment adviser not a majority-owned subsidiary of a
registered investment company shall maintain such accounts, books and other
documents as are required to be maintained by registered investment
advisers by rule adopted under section 204 of the Investment Advisers Act
of 1940, to the extent such records are necessary or appropriate to record
such person's transactions with such registered investment company.
J-14
EXHIBIT B
SUBADVISORY FEE
For all services rendered by the Subadviser hereunder, Adviser shall
pay to Subadviser an annual fee (the "Subadvisory Fee"), as follows:
An annual rate of .25% of the average daily net assets of the DWA
Flexible Allocation Fund.
An annual rate of .25% of the average daily net assets of the DWA
Sector Rotation Fund.
For purposes of calculating the compensation to be paid hereunder,
each Fund's assets shall be computed in the same manner at the end of the
business day as the value of such net assets is computed in connection with the
determination of the net asset value of such Fund's shares as described in the
then current prospectus for that Fund.
The Subadvisory Fee shall be accrued for each calendar day the
Subadviser renders subadvisory services hereunder and the sum of the daily fee
accruals shall be paid monthly to the Subadviser as soon as practicable
following the last day of each month, by wire transfer if so requested by the
Subadviser, but no later than ten (10) calendar days thereafter. If this
Agreement shall be effective for only a portion of a year, then the Subadviser's
fee for said year shall be prorated for such portion.
J-15
APPENDIX K
INFORMATION REGARDING THE SUB-ADVISORY AGREEMENT WITH
DORSEY, WRIGHT & ASSOCIATES, INC. AND FEES PAID TO THE SUB-ADVISER
Dorsey, Wright & Associates, Inc. (the "Sub-Adviser") currently serves
as sub-adviser to the DWA Flexible Allocation Fund and the DWA Sector Rotation
Fund, each a series of Rydex Variable Trust (collectively, the "DWA Funds"),
pursuant to the investment sub-advisory agreement between Security Investors,
LLC, the DWA Funds' investment adviser (the "Investment Adviser"), and the Sub-
Adviser. The table below provides the following information:
(i) the date of the Sub-Advisory Agreement;
(ii) the date on which the DWA Funds' shareholders last approved the
DWA Funds' Sub-Advisory Agreement;
(iii) the annual rate of sub-advisory fees paid by the Investment
Adviser to the Sub-Adviser for the Sub-Adviser's sub-advisory
services to the DWA Funds; and
(iv) the aggregate amount of advisory fees paid by the Investment
Adviser to the Sub-Adviser for the Sub-Adviser's sub-advisory
services to the DWA Funds during the DWA Funds' fiscal year
ended December 31, 2010.
DATE OF DATE OF LAST SUB-ADVISORY
SUB-ADVISORY SHAREHOLDER SUB-ADVISORY FEES PAID TO
FUND AGREEMENT APPROVAL FEES SUB-ADVISER
----------------------------------------------------------------------------------------------------------
DWA Flexible Allocation Fund 4/26/2010 2/11/11 0.25% $27,284
DWA Sector Rotation Fund 4/26/2010 2/11/11 0.25% $49,279
K-1
APPENDIX L
DIRECTORS/TRUSTEES/MANAGERS AND OFFICERS OF DORSEY WRIGHT &
ASSOCIATES, INC.
MANAGERS AND PRINCIPAL EXECUTIVE OFFICERS OF DORSEY, WRIGHT & ASSOCIATES, INC.
The business address of the managers and principal executive officers is 9210
Forest Hill Avenue, Suite 100, Richmond, VA 23235.
POSITION HELD WITH DORSEY, OTHER PRINCIPAL
NAME WRIGHT & ASSOCIATES, INC. OCCUPATION/POSITION
-------------------------------------------------------------------------------
Thomas J. Dorsey Director President
Watson H. Wright Director Secretary - Treasurer
Tammy F. DeRosier Director Executive Vice President
Susan L. Morrison Senior Vice President None
James C. Ball Senior Vice President None
Michael J. Moody Senior Vice President None
Harold B. Parker, Jr. Senior Vice President None
John G. Lewis Vice President None
Steven T. Raymond Vice President None
Paul L. Keeton Vice President None
Jay M. Gragnani Vice President None
There are no Trustees/Officers of the DWA Funds who hold position(s) with
Dorsey, Wright & Associates, Inc.
L-1
APPENDIX M
ADVISORY FEE RATES OF FUNDS WITH SIMILAR INVESTMENT OBJECTIVES
ADVISED OR SUB-ADVISED BY DORSEY WRIGHT & ASSOCIATES, INC.
There are no other mutual funds advised or sub-advised by Dorsey, Wright
& Associates, Inc. with similar investment objectives as the DWA
Flexible Allocation Fund and DWA Sector Rotation Fund.
M-1
APPENDIX N
OUTSTANDING SHARES
As of the Record Date, the total number of shares outstanding for each
Fund is set forth in the table below:
RYDEX VARIABLE TRUST
FUND SHARES OUTSTANDING
------------------------------------------------------------------------------------------
All-Asset Aggressive Strategy 285523.41
All-Asset Conservative Strategy 471680.97
All-Asset Moderate Strategy 767944.58
Alternative Strategies Allocation 332450.77
Amerigo 4718270.64
Banking 165968.80
Basic Materials 554509.53
Biotechnology 383924.99
Clermont 3255209.59
Commodities Strategy 1108871.20
Consumer Products 411395.42
Dow 2x Strategy 156660.79
DWA Flexible Allocation Fund 908296.96
DWA Sector Rotation Fund 1239133.61
Electronics 414343.82
Energy 984416.82
Energy Services 950965.13
Europe 1.25x Strategy 419940.44
Financial Services 312788552.43
Government Long Bond 1.2x Strategy 3640154.18
Health Care 595539.10
Internet 312469.27
Inverse Dow 2x Strategy 773727.89
Inverse Government Long Bond Strategy 862808.38
Inverse Mid-Cap Strategy 91667.77
Inverse NASDAQ-100(R) Strategy 834092.15
Inverse Russell 2000(R) Strategy 442445.40
Inverse S&P 500 Strategy 1035397.34
Japan 2x Strategy 141819.54
Leisure 93721.73
Managed Futures Strategy 708937.42
Mid-Cap 1.5x Strategy 358637.54
Multi-Hedge Strategies 820330.57
NASDAQ-100(R) 1898772.33
NASDAQ-100(R) 2x Strategy 873066.21
Nova 287204.57
Precious Metals 4721139.73
Real Estate 644293.93
Retailing 585075.72
Russell 2000(R) 1.5x Strategy 188364.86
Russell 2000(R) 2x Strategy 35379.93
S&P 500 2x Strategy 93812.66
S&P 500 Pure Growth 1185237.16
S&P 500 Pure Value 369459.82
N-1
FUND SHARES OUTSTANDING
------------------------------------------------------------------------------------------
S&P MidCap 400 Pure Growth 728862.00
S&P MidCap 400 Pure Value 151374.80
S&P SmallCap 600 Pure Growth 403441.44
S&P SmallCap 600 Pure Value 73918.36
Select Allocation 1583317.37
Strengthening Dollar 2x Strategy 1467477.68
Technology 771678.36
Telecommunications 360071.40
Transportation 330800.99
U.S. Government Money Market 351959.04
U.S. Long Short Momentum 3487850.71
Utilities 1208246.73
Weakening Dollar 2x Strategy 99104.82
N-2
APPENDIX O
BENEFICIAL OWNERS OF MORE THAN 5% OF A CLASS OF EACH FUND
As of the Record Date, the following persons owned, of record and
beneficially (unless otherwise indicated), 5% or more* of a class of each Fund's
outstanding securities:
PERCENTAGE
AMOUNT OF OF THE
NAME OF THE FUND SHARES OWNED CLASS NAME AND ADDRESS OF THE BENEFICIAL OWNER
---------------------------------------------------------------------------------------------------------------------------
All-Asset Aggressive Strategy Fund 125,185.11 43.84% NATIONWIDE INSURANCE COMPANY
NWVA4 , C/O IPO PORTFOLIO ACCOUNTING
P.O. BOX 182029
COLUMBUS, OH 43218-2029
All-Asset Aggressive Strategy Fund 118,806.23 41.61% SECURITY BENEFIT LIFE INSURANCE CO
SBL VARIABLE ANNUITY ACCOUNT XIV
ONE SECURITY BENEFIT PLACE
TOPEKA, KS 66636-0001
All-Asset Aggressive Strategy Fund 33,701.41 11.80% FSBL VARIABLE ACCOUNT A
ATTN: DENISE MACHELL - FINANCE
ONE SECURITY BENEFIT PLACE
TOPEKA, KS 66636-0001
All-Asset Conservative Strategy Fund 328,363.74 69.61% SECURITY BENEFIT LIFE INSURANCE CO
SBL VARIABLE ANNUITY ACCOUNT XIV
ONE SECURITY BENEFIT PLACE
TOPEKA, KS 66636-0002
All-Asset Conservative Strategy Fund 100,129.79 21.23% NATIONWIDE INSURANCE COMPANY
NWVA4 , C/O IPO PORTFOLIO ACCOUNTING
P.O. BOX 182029
COLUMBUS, OH 43218-2030
All-Asset Conservative Strategy Fund 23,937.52 5.07% JEFFERSON NATIONAL LIFE INSURANCE COMPANY
ATTN: SEPERATE ACCOUNT
9920 CORPORATE CAMPUS, SUITE 1000
LOUISVILLE, IN 40223
All-Asset Moderate Strategy Fund 517,366.82 67.37% SECURITY BENEFIT LIFE INSURANCE CO
SBL VARIABLE ANNUITY ACCOUNT XIV
ONE SECURITY BENEFIT PLACE
TOPEKA, KS 66636-0003
All-Asset Moderate Strategy Fund 188,730.79 24.58% NATIONWIDE INSURANCE COMPANY
NWVA4 , C/O IPO PORTFOLIO ACCOUNTING
P.O. BOX 182029
COLUMBUS, OH 43218-2031
All-Asset Moderate Strategy Fund 38,613.23 5.03% JEFFERSON NATIONAL LIFE INSURANCE COMPANY
ATTN: SEPERATE ACCOUNT
9920 CORPORATE CAMPUS, SUITE 1000
LOUISVILLE, IN 40224
Alternative Strategies Allocation Fund 181,873.39 54.71% NATIONWIDE INSURANCE COMPANY
NWVA4 , C/O IPO PORTFOLIO ACCOUNTING
P.O. BOX 182029
COLUMBUS, OH 43218-2032
Alternative Strategies Allocation Fund 69,432.86 20.89% SECURITY BENEFIT LIFE INSURANCE CO
SBL VARIABLE ANNUITY ACCOUNT XIV
ONE SECURITY BENEFIT PLACE
TOPEKA, KS 66636-0004
Alternative Strategies Allocation Fund 34,512.50 10.38% NATIONAL INTEGRITY LIFE INSURANCE CO
400 BROADWAY STREET
CINCINNATI, OH 45202-3341
Alternative Strategies Allocation Fund 31,433.66 9.46% INTEGRITY LIFE INSURANCE CO
400 BROADWAY STREET
MAIL STATION #24 VA ACCOUNTING
CINCINNATI, OH 45202-3341
Amerigo Fund 3,946,212.28 83.63% SECURITY BENEFIT LIFE INSURANCE CO
SBL VARIABLE ANNUITY ACCOUNT XIV
ONE SECURITY BENEFIT PLACE
TOPEKA, KS 66636-0005
O-1
PERCENTAGE
AMOUNT OF OF THE
NAME OF THE FUND SHARES OWNED CLASS NAME AND ADDRESS OF THE BENEFICIAL OWNER
---------------------------------------------------------------------------------------------------------------------------
Amerigo Fund 389,376.08 8.25% NATIONWIDE INSURANCE COMPANY
NWVA4 , C/O IPO PORTFOLIO ACCOUNTING
P.O. BOX 182029
COLUMBUS, OH 43218-2033
Banking Fund 83,980.23 50.60% SECURITY BENEFIT LIFE INSURANCE CO
SBL VARIABLE ANNUITY ACCOUNT XIV
ONE SECURITY BENEFIT PLACE
TOPEKA, KS 66636-0006
Banking Fund 60,134.06 36.23% NATIONWIDE INSURANCE COMPANY
NWVA4 , C/O IPO PORTFOLIO ACCOUNTING
P.O. BOX 182029
COLUMBUS, OH 43218-2034
Banking Fund 21,339.01 12.86% JEFFERSON NATIONAL LIFE INSURANCE COMPANY
ATTN: SEPERATE ACCOUNT
9920 CORPORATE CAMPUS, SUITE 1000
LOUISVILLE, IN 40225
Basic Materials Fund 254,006.83 45.81% SECURITY BENEFIT LIFE INSURANCE CO
SBL VARIABLE ANNUITY ACCOUNT XIV
ONE SECURITY BENEFIT PLACE
TOPEKA, KS 66636-0007
Basic Materials Fund 234,571.11 42.30% NATIONWIDE INSURANCE COMPANY
NWVA4 , C/O IPO PORTFOLIO ACCOUNTING
P.O. BOX 182029
COLUMBUS, OH 43218-2035
Basic Materials Fund 60,909.05 10.98% JEFFERSON NATIONAL LIFE INSURANCE COMPANY
ATTN: SEPERATE ACCOUNT
9920 CORPORATE CAMPUS, SUITE 1000
LOUISVILLE, IN 40226
Biotechnology Fund 210,157.65 54.74% NATIONWIDE INSURANCE COMPANY
NWVA4 , C/O IPO PORTFOLIO ACCOUNTING
P.O. BOX 182029
COLUMBUS, OH 43218-2036
Biotechnology Fund 102,693.05 26.75% SECURITY BENEFIT LIFE INSURANCE CO
SBL VARIABLE ANNUITY ACCOUNT XIV
ONE SECURITY BENEFIT PLACE
TOPEKA, KS 66636-0008
Biotechnology Fund 64,537.34 16.81% JEFFERSON NATIONAL LIFE INSURANCE COMPANY
ATTN: SEPERATE ACCOUNT
9920 CORPORATE CAMPUS, SUITE 1000
LOUISVILLE, IN 40227
Clermont Fund 2,600,976.34 79.90% SECURITY BENEFIT LIFE INSURANCE CO
SBL VARIABLE ANNUITY ACCOUNT XIV
ONE SECURITY BENEFIT PLACE
TOPEKA, KS 66636-0009
Clermont Fund 391,877.27 12.04% NATIONWIDE INSURANCE COMPANY
NWVA4 , C/O IPO PORTFOLIO ACCOUNTING
P.O. BOX 182029
COLUMBUS, OH 43218-2037
Commodities Strategy Fund 581,149.94 52.41% NATIONWIDE INSURANCE COMPANY
NWVA4 , C/O IPO PORTFOLIO ACCOUNTING
P.O. BOX 182029
COLUMBUS, OH 43218-2038
Commodities Strategy Fund 421,126.66 37.98% SECURITY BENEFIT LIFE INSURANCE CO
SBL VARIABLE ANNUITY ACCOUNT XIV
ONE SECURITY BENEFIT PLACE
TOPEKA, KS 66636-0010
Consumer Products Fund 215,006.25 52.26% NATIONWIDE INSURANCE COMPANY
NWVA4 , C/O IPO PORTFOLIO ACCOUNTING
P.O. BOX 182029
COLUMBUS, OH 43218-2039
Consumer Products Fund 130,573.15 31.74% SECURITY BENEFIT LIFE INSURANCE CO
SBL VARIABLE ANNUITY ACCOUNT XIV
ONE SECURITY BENEFIT PLACE
TOPEKA, KS 66636-0011
O-2
PERCENTAGE
AMOUNT OF OF THE
NAME OF THE FUND SHARES OWNED CLASS NAME AND ADDRESS OF THE BENEFICIAL OWNER
---------------------------------------------------------------------------------------------------------------------------
Consumer Products Fund 55,847.96 13.58% JEFFERSON NATIONAL LIFE INSURANCE COMPANY
ATTN: SEPERATE ACCOUNT
9920 CORPORATE CAMPUS, SUITE 1000
LOUISVILLE, IN 40228
Dow 2x Strategy Fund 85,912.81 54.84% NATIONWIDE INSURANCE COMPANY
NWVA4 , C/O IPO PORTFOLIO ACCOUNTING
P.O. BOX 182029
COLUMBUS, OH 43218-2040
Dow 2x Strategy Fund 46,970.03 29.98% SECURITY BENEFIT LIFE INSURANCE CO
SBL VARIABLE ANNUITY ACCOUNT XIV
ONE SECURITY BENEFIT PLACE
TOPEKA, KS 66636-0012
Dow 2x Strategy Fund 22,704.84 14.49% JEFFERSON NATIONAL LIFE INSURANCE COMPANY
ATTN: SEPERATE ACCOUNT
9920 CORPORATE CAMPUS, SUITE 1000
LOUISVILLE, IN 40229
DWA Flexible Allocation Fund 852,890.04 93.90% NATIONWIDE INSURANCE COMPANY
NWVA4 , C/O IPO PORTFOLIO ACCOUNTING
P.O. BOX 182029
COLUMBUS, OH 43218-2041
DWA Flexible Allocation Fund 55,406.92 6.10% JEFFERSON NATIONAL LIFE INSURANCE COMPANY
ATTN: SEPERATE ACCOUNT
9920 CORPORATE CAMPUS, SUITE 1000
LOUISVILLE, IN 40230
DWA Sector Rotation Fund 1,193,862.47 96.35% NATIONWIDE INSURANCE COMPANY
NWVA4 , C/O IPO PORTFOLIO ACCOUNTING
P.O. BOX 182029
COLUMBUS, OH 43218-2042
Electronics Fund 262,033.48 63.25% NATIONWIDE INSURANCE COMPANY
NWVA4 , C/O IPO PORTFOLIO ACCOUNTING
P.O. BOX 182029
COLUMBUS, OH 43218-2043
Electronics Fund 114,436.40 27.62% SECURITY BENEFIT LIFE INSURANCE CO
SBL VARIABLE ANNUITY ACCOUNT XIV
ONE SECURITY BENEFIT PLACE
TOPEKA, KS 66636-0013
Electronics Fund 30,841.78 7.44% JEFFERSON NATIONAL LIFE INSURANCE COMPANY
ATTN: SEPERATE ACCOUNT
9920 CORPORATE CAMPUS, SUITE 1000
LOUISVILLE, IN 40231
Energy Fund 379,134.71 38.52% NATIONWIDE INSURANCE COMPANY
NWVA4 , C/O IPO PORTFOLIO ACCOUNTING
P.O. BOX 182029
COLUMBUS, OH 43218-2045
Energy Fund 280,121.95 28.46% SECURITY BENEFIT LIFE INSURANCE CO
SBL VARIABLE ANNUITY ACCOUNT XIV
ONE SECURITY BENEFIT PLACE
TOPEKA, KS 66636-0015
Energy Fund 177,451.48 18.03% TRANSAMERICA LIFE INSURANCE COMPANY
4333 EDGEWOOD ROAD NORTHEAST
CEDAR RAPIDS, IA 52499
Energy Fund 127,950.34 13.00% JEFFERSON NATIONAL LIFE INSURANCE COMPANY
ATTN: SEPERATE ACCOUNT
9920 CORPORATE CAMPUS, SUITE 1000
LOUISVILLE, IN 40233
Energy Services Fund 385,134.71 40.50% NATIONWIDE INSURANCE COMPANY
NWVA4 , C/O IPO PORTFOLIO ACCOUNTING
P.O. BOX 182029
COLUMBUS, OH 43218-2044
Energy Services Fund 376,986.74 39.64% SECURITY BENEFIT LIFE INSURANCE CO
SBL VARIABLE ANNUITY ACCOUNT XIV
ONE SECURITY BENEFIT PLACE
TOPEKA, KS 66636-0014
Energy Services Fund 175,020.37 18.40% JEFFERSON NATIONAL LIFE INSURANCE COMPANY
ATTN: SEPERATE ACCOUNT
9920 CORPORATE CAMPUS, SUITE 1000
LOUISVILLE, IN 40232
O-3
PERCENTAGE
AMOUNT OF OF THE
NAME OF THE FUND SHARES OWNED CLASS NAME AND ADDRESS OF THE BENEFICIAL OWNER
---------------------------------------------------------------------------------------------------------------------------
Europe 1.25x Strategy Fund 234,752.90 55.90% NATIONWIDE INSURANCE COMPANY
NWVA4 , C/O IPO PORTFOLIO ACCOUNTING
P.O. BOX 182029
COLUMBUS, OH 43218-2046
Europe 1.25x Strategy Fund 129,694.25 30.88% SECURITY BENEFIT LIFE INSURANCE CO
SBL VARIABLE ANNUITY ACCOUNT XIV
ONE SECURITY BENEFIT PLACE
TOPEKA, KS 66636-0016
Europe 1.25x Strategy Fund 53,678.77 12.78% JEFFERSON NATIONAL LIFE INSURANCE COMPANY
ATTN: SEPERATE ACCOUNT
9920 CORPORATE CAMPUS, SUITE 1000
LOUISVILLE, IN 40234
Financial Services Fund 225,587.36 64.09% NATIONWIDE INSURANCE COMPANY
NWVA4 , C/O IPO PORTFOLIO ACCOUNTING
P.O. BOX 182029
COLUMBUS, OH 43218-2047
Financial Services Fund 106,717.95 30.32% SECURITY BENEFIT LIFE INSURANCE CO
SBL VARIABLE ANNUITY ACCOUNT XIV
ONE SECURITY BENEFIT PLACE
TOPEKA, KS 66636-0017
Government Long Bond 1.2x Strategy Fund 1,591,781.50 43.73% NATIONWIDE INSURANCE COMPANY
NWVA4 , C/O IPO PORTFOLIO ACCOUNTING
P.O. BOX 182029
COLUMBUS, OH 43218-2048
Government Long Bond 1.2x Strategy Fund 953,818.28 26.20% JEFFERSON NATIONAL LIFE INSURANCE COMPANY
ATTN: SEPERATE ACCOUNT
9920 CORPORATE CAMPUS, SUITE 1000
LOUISVILLE, IN 40236
Government Long Bond 1.2x Strategy Fund 547,853.98 15.05% SECURITY BENEFIT LIFE INSURANCE CO
SBL VARIABLE ANNUITY ACCOUNT XIV
ONE SECURITY BENEFIT PLACE
TOPEKA, KS 66636-0019
Government Long Bond 1.2x Strategy Fund 276,597.28 7.60% FSBL VARIABLE ACCOUNT A
ATTN: DENISE MACHELL - FINANCE
ONE SECURITY BENEFIT PLACE
TOPEKA, KS 66636-0003
Health Care Fund 280,513.27 47.10% NATIONWIDE INSURANCE COMPANY
NWVA4 , C/O IPO PORTFOLIO ACCOUNTING
P.O. BOX 182029
COLUMBUS, OH 43218-2049
Health Care Fund 223,345.10 37.50% SECURITY BENEFIT LIFE INSURANCE CO
SBL VARIABLE ANNUITY ACCOUNT XIV
ONE SECURITY BENEFIT PLACE
TOPEKA, KS 66636-0020
Health Care Fund 70,437.71 11.83% JEFFERSON NATIONAL LIFE INSURANCE COMPANY
ATTN: SEPERATE ACCOUNT
9920 CORPORATE CAMPUS, SUITE 1000
LOUISVILLE, IN 40237
Internet Fund 209,154.58 66.93% NATIONWIDE INSURANCE COMPANY
NWVA4 , C/O IPO PORTFOLIO ACCOUNTING
P.O. BOX 182029
COLUMBUS, OH 43218-2050
Internet Fund 68,460.52 21.91% SECURITY BENEFIT LIFE INSURANCE CO
SBL VARIABLE ANNUITY ACCOUNT XIV
ONE SECURITY BENEFIT PLACE
TOPEKA, KS 66636-0021
Internet Fund 31,711.57 10.15% JEFFERSON NATIONAL LIFE INSURANCE COMPANY
ATTN: SEPERATE ACCOUNT
9920 CORPORATE CAMPUS, SUITE 1000
LOUISVILLE, IN 40238
Inverse Dow 2x Strategy Fund 376,608.01 48.67% NATIONWIDE INSURANCE COMPANY
NWVA4 , C/O IPO PORTFOLIO ACCOUNTING
P.O. BOX 182029
COLUMBUS, OH 43218-2051
O-4
PERCENTAGE
AMOUNT OF OF THE
NAME OF THE FUND SHARES OWNED CLASS NAME AND ADDRESS OF THE BENEFICIAL OWNER
---------------------------------------------------------------------------------------------------------------------------
Inverse Dow 2x Strategy Fund 310,340.82 40.11% SECURITY BENEFIT LIFE INSURANCE CO
SBL VARIABLE ANNUITY ACCOUNT XIV
ONE SECURITY BENEFIT PLACE
TOPEKA, KS 66636-0022
Inverse Dow 2x Strategy Fund 85,973.47 11.11% JEFFERSON NATIONAL LIFE INSURANCE COMPANY
ATTN: SEPERATE ACCOUNT
9920 CORPORATE CAMPUS, SUITE 1000
LOUISVILLE, IN 40239
Inverse Government Long Bond Strategy 335,352.12 38.87% SECURITY BENEFIT LIFE INSURANCE CO
Fund SBL VARIABLE ANNUITY ACCOUNT XIV
ONE SECURITY BENEFIT PLACE
TOPEKA, KS 66636-0023
Inverse Government Long Bond Strategy 319,128.74 36.98% NATIONWIDE INSURANCE COMPANY
Fund NWVA4 , C/O IPO PORTFOLIO ACCOUNTING
P.O. BOX 182029
COLUMBUS, OH 43218-2052
Inverse Government Long Bond Strategy 77,805.78 9.02% PHOENIX HOME LIFE VARIABLE, INSURANCE
Fund COMPANY
31 TECH VALLEY DR
EAST GREENBUSH, NY 12061
Inverse Mid-Cap Strategy Fund 65,193.30 71.11% NATIONWIDE INSURANCE COMPANY
NWVA4 , C/O IPO PORTFOLIO ACCOUNTING
P.O. BOX 182029
COLUMBUS, OH 43218-2053
Inverse Mid-Cap Strategy Fund 21,985.52 23.98% SECURITY BENEFIT LIFE INSURANCE CO
SBL VARIABLE ANNUITY ACCOUNT XIV
ONE SECURITY BENEFIT PLACE
TOPEKA, KS 66636-0024
Inverse NASDAQ-100(R) Strategy Fund 260,034.66 31.17% NATIONWIDE INSURANCE COMPANY
NWVA4 , C/O IPO PORTFOLIO ACCOUNTING
P.O. BOX 182029
COLUMBUS, OH 43218-2054
Inverse NASDAQ-100(R) Strategy Fund 243,720.25 29.22% SECURITY BENEFIT LIFE INSURANCE CO
SBL VARIABLE ANNUITY ACCOUNT XIV
ONE SECURITY BENEFIT PLACE
TOPEKA, KS 66636-0025
Inverse NASDAQ-100(R) Strategy Fund 178,112.34 21.35% MIDLAND NATIONAL LIFE
ATTN: VARIABLE ANNUITY DIVISION
PO BOX 79907
WEST DES MOINES, IA 50325-0907
Inverse NASDAQ-100(R) Strategy Fund 100,241.33 12.02% JEFFERSON NATIONAL LIFE INSURANCE COMPANY
ATTN: SEPERATE ACCOUNT
9920 CORPORATE CAMPUS, SUITE 1000
LOUISVILLE, IN 40240
Inverse NASDAQ-100(R) Strategy Fund 50,591.01 6.07% AMERITAS LIFE INSURANCE CORP
ATTN: VARIABLE TRADES
5900 O STREET P.O. BOX 81889.
LINCOLN, NE 68501-1889
Inverse Russell 2000(R) Strategy Fund 282,350.17 63.81% NATIONWIDE INSURANCE COMPANY
NWVA4 , C/O IPO PORTFOLIO ACCOUNTING
P.O. BOX 182029
COLUMBUS, OH 43218-2055
Inverse Russell 2000(R) Strategy Fund 120,771.66 27.30% SECURITY BENEFIT LIFE INSURANCE CO
SBL VARIABLE ANNUITY ACCOUNT XIV
ONE SECURITY BENEFIT PLACE
TOPEKA, KS 66636-0026
Inverse Russell 2000(R) Strategy Fund 34,474.21 7.79% JEFFERSON NATIONAL LIFE INSURANCE COMPANY
ATTN: SEPERATE ACCOUNT
9920 CORPORATE CAMPUS, SUITE 1000
LOUISVILLE, IN 40241
Inverse S&P 500 Strategy Fund 456,289.50 44.07% FSBL VARIABLE ACCOUNT A
ATTN: DENISE MACHELL - FINANCE
ONE SECURITY BENEFIT PLACE
TOPEKA, KS 66636-0004
O-5
PERCENTAGE
AMOUNT OF OF THE
NAME OF THE FUND SHARES OWNED CLASS NAME AND ADDRESS OF THE BENEFICIAL OWNER
---------------------------------------------------------------------------------------------------------------------------
Inverse S&P 500 Strategy Fund 230,729.16 22.29% NATIONWIDE INSURANCE COMPANY
NWVA4 , C/O IPO PORTFOLIO ACCOUNTING
P.O. BOX 182029
COLUMBUS, OH 43218-2056
Inverse S&P 500 Strategy Fund 160,235.55 15.48% SECURITY BENEFIT LIFE INSURANCE CO
SBL VARIABLE ANNUITY ACCOUNT XIV
ONE SECURITY BENEFIT PLACE
TOPEKA, KS 66636-0027
Inverse S&P 500 Strategy Fund 75,237.37 7.27% JEFFERSON NATIONAL LIFE INSURANCE COMPANY
ATTN: SEPERATE ACCOUNT
9920 CORPORATE CAMPUS, SUITE 1000
LOUISVILLE, IN 40242
Inverse S&P 500 Strategy Fund 67,387.19 6.50% AMERITAS LIFE INSURANCE CORP
ATTN: VARIABLE TRADES
5900 O STREET P.O. BOX 81889.
LINCOLN, NE 68501-1890
Japan 2x Strategy Fund 69,864.68 49.26% NATIONWIDE INSURANCE COMPANY
NWVA4 , C/O IPO PORTFOLIO ACCOUNTING
P.O. BOX 182029
COLUMBUS, OH 43218-2057
Japan 2x Strategy Fund 58,683.15 41.38% SECURITY BENEFIT LIFE INSURANCE CO
SBL VARIABLE ANNUITY ACCOUNT XIV
ONE SECURITY BENEFIT PLACE
TOPEKA, KS 66636-0028
Japan 2x Strategy Fund 11,064.89 7.80% JEFFERSON NATIONAL LIFE INSURANCE COMPANY
ATTN: SEPERATE ACCOUNT
9920 CORPORATE CAMPUS, SUITE 1000
LOUISVILLE, IN 40243
Leisure Fund 82,392.71 87.91% NATIONWIDE INSURANCE COMPANY
NWVA4 , C/O IPO PORTFOLIO ACCOUNTING
P.O. BOX 182029
COLUMBUS, OH 43218-2058
Leisure Fund 8,190.18 8.74% SECURITY BENEFIT LIFE INSURANCE CO
SBL VARIABLE ANNUITY ACCOUNT XIV
ONE SECURITY BENEFIT PLACE
TOPEKA, KS 66636-0029
Managed Futures Strategy Fund 335,328.33 47.30% NATIONWIDE INSURANCE COMPANY
NWVA4 , C/O IPO PORTFOLIO ACCOUNTING
P.O. BOX 182029
COLUMBUS, OH 43218-2059
Managed Futures Strategy Fund 133,922.90 18.89% SECURITY BENEFIT LIFE INSURANCE CO
SBL VARIABLE ANNUITY ACCOUNT XIV
ONE SECURITY BENEFIT PLACE
TOPEKA, KS 66636-0030
Managed Futures Strategy Fund 76,201.61 10.75% JEFFERSON NATIONAL LIFE INSURANCE COMPANY
ATTN: SEPERATE ACCOUNT
9920 CORPORATE CAMPUS, SUITE 1000
LOUISVILLE, IN 40244
Managed Futures Strategy Fund 48,233.23 6.80% RYDEX EPT MODERATE -VA
9601 BLACKWELL RD, STE 500
ROCKVILLE, MD 20850
Managed Futures Strategy Fund 40,286.86 5.68% RYDEX VA ALTERNATIVE STRATEGIES
ALLOCATION FUND
9601 BLACKWELL RD, STE 500
ROCKVILLE, MD 20850
Mid-Cap 1.5x Strategy Fund 225,162.08 62.79% NATIONWIDE INSURANCE COMPANY
NWVA4 , C/O IPO PORTFOLIO ACCOUNTING
P.O. BOX 182029
COLUMBUS, OH 43218-2060
Mid-Cap 1.5x Strategy Fund 91,640.87 25.55% SECURITY BENEFIT LIFE INSURANCE CO
SBL VARIABLE ANNUITY ACCOUNT XIV
ONE SECURITY BENEFIT PLACE
TOPEKA, KS 66636-0031
Mid-Cap 1.5x Strategy Fund 39,928.47 11.13% JEFFERSON NATIONAL LIFE INSURANCE COMPANY
ATTN: SEPERATE ACCOUNT
9920 CORPORATE CAMPUS, SUITE 1000
LOUISVILLE, IN 40245
O-6
PERCENTAGE
AMOUNT OF OF THE
NAME OF THE FUND SHARES OWNED CLASS NAME AND ADDRESS OF THE BENEFICIAL OWNER
---------------------------------------------------------------------------------------------------------------------------
Multi-Hedge Strategies Fund 299,888.00 36.56% NATIONWIDE INSURANCE COMPANY
NWVA4 , C/O IPO PORTFOLIO ACCOUNTING
P.O. BOX 182029
COLUMBUS, OH 43218-2061
Multi-Hedge Strategies Fund 232,211.25 28.31% SECURITY BENEFIT LIFE INSURANCE CO
SBL VARIABLE ANNUITY ACCOUNT XIV
ONE SECURITY BENEFIT PLACE
TOPEKA, KS 66636-0032
Multi-Hedge Strategies Fund 86,976.09 10.61% RYDEX EPT MODERATE -VA
9601 BLACKWELL RD, STE 500
ROCKVILLE, MD 20851
Multi-Hedge Strategies Fund 54,103.69 6.60% JEFFERSON NATIONAL LIFE INSURANCE COMPANY
ATTN: SEPERATE ACCOUNT
9920 CORPORATE CAMPUS, SUITE 1000
LOUISVILLE, IN 40246
Multi-Hedge Strategies Fund 48,750.79 5.94% NATIONAL INTEGRITY LIFE INSURANCE CO
400 BROADWAY STREET
CINCINNATI, OH 45202-3342
Multi-Hedge Strategies Fund 45,756.40 5.58% RYDEX VA ALTERNATIVE STRATEGIES
ALLOCATION FUND
9601 BLACKWELL RD, STE 500
ROCKVILLE, MD 20851
NASDAQ-100(R) 2x Strategy Fund 588,280.89 67.38% SECURITY BENEFIT LIFE INSURANCE CO
SBL VARIABLE ANNUITY ACCOUNT XIV
ONE SECURITY BENEFIT PLACE
TOPEKA, KS 66636-0033
NASDAQ-100(R) 2x Strategy Fund 184,973.87 21.19% NATIONWIDE INSURANCE COMPANY
NWVA4 , C/O IPO PORTFOLIO ACCOUNTING
P.O. BOX 182029
COLUMBUS, OH 43218-2062
NASDAQ-100(R) 2x Strategy Fund 99,195.58 11.36% JEFFERSON NATIONAL LIFE INSURANCE COMPANY
ATTN: SEPERATE ACCOUNT
9920 CORPORATE CAMPUS, SUITE 1000
LOUISVILLE, IN 40247
NASDAQ-100(R) Fund 486,619.62 25.63% AMERICAN SKANDIA LIFE ASSURANCE CO
ONE CORPORATE DRIVE
PO BOX 883
SHELTON, CT 06484-0883
NASDAQ-100(R) Fund 282,701.58 14.89% NATIONWIDE INSURANCE COMPANY
NWVA4 , C/O IPO PORTFOLIO ACCOUNTING
P.O. BOX 182029
COLUMBUS, OH 43218-2063
NASDAQ-100(R) Fund 270,649.34 14.25% SECURITY BENEFIT LIFE INSURANCE CO
SBL VARIABLE ANNUITY ACCOUNT XIV
ONE SECURITY BENEFIT PLACE
TOPEKA, KS 66636-0034
NASDAQ-100(R) Fund 259,344.86 13.66% GE LIFE AND ANNUITY INSURANCE CO
ATTN: VARIABLE ACCOUNTING
6610 WEST BROAD STREET
RICHMOND, VA 23230
NASDAQ-100(R) Fund 244,230.06 12.86% JEFFERSON NATIONAL LIFE INSURANCE COMPANY
ATTN: SEPERATE ACCOUNT
9920 CORPORATE CAMPUS, SUITE 1000
LOUISVILLE, IN 40248
NASDAQ-100(R) Fund 154,746.73 8.15% AMERITAS LIFE INSURANCE CORP
ATTN: VARIABLE TRADES
5900 O STREET P.O. BOX 81889.
LINCOLN, NE 68501-1891
Nova Fund 138,454.39 48.21% NATIONWIDE INSURANCE COMPANY
NWVA4 , C/O IPO PORTFOLIO ACCOUNTING
P.O. BOX 182029
COLUMBUS, OH 43218-2064
Nova Fund 51,037.14 17.77% SECURITY BENEFIT LIFE INSURANCE CO
SBL VARIABLE ANNUITY ACCOUNT XIV
ONE SECURITY BENEFIT PLACE
TOPEKA, KS 66636-0035
O-7
PERCENTAGE
AMOUNT OF OF THE
NAME OF THE FUND SHARES OWNED CLASS NAME AND ADDRESS OF THE BENEFICIAL OWNER
---------------------------------------------------------------------------------------------------------------------------
Nova Fund 37,724.30 13.13% JEFFERSON NATIONAL LIFE INSURANCE COMPANY
ATTN: SEPERATE ACCOUNT
9920 CORPORATE CAMPUS, SUITE 1000
LOUISVILLE, IN 40249
Nova Fund 21,296.59 7.42% AMERICAN SKANDIA LIFE ASSURANCE CO
ONE CORPORATE DRIVE
PO BOX 883
SHELTON, CT 06484-0884
Precious Metals Fund 2,221,291.21 47.05% NATIONWIDE INSURANCE COMPANY
NWVA4 , C/O IPO PORTFOLIO ACCOUNTING
P.O. BOX 182029
COLUMBUS, OH 43218-2065
Precious Metals Fund 1,259,827.01 26.68% SECURITY BENEFIT LIFE INSURANCE CO
SBL VARIABLE ANNUITY ACCOUNT XIV
ONE SECURITY BENEFIT PLACE
TOPEKA, KS 66636-0036
Precious Metals Fund 622,774.71 13.19% JEFFERSON NATIONAL LIFE INSURANCE COMPANY
ATTN: SEPERATE ACCOUNT
9920 CORPORATE CAMPUS, SUITE 1000
LOUISVILLE, IN 40250
Precious Metals Fund 567,387.98 12.02% AMERITAS LIFE INSURANCE CORP
ATTN: VARIABLE TRADES
5900 O STREET P.O. BOX 81889.
LINCOLN, NE 68501-1892
Real Estate Fund 355,473.61 55.17% NATIONWIDE INSURANCE COMPANY
NWVA4 , C/O IPO PORTFOLIO ACCOUNTING
P.O. BOX 182029
COLUMBUS, OH 43218-2066
Real Estate Fund 191,181.83 29.67% SECURITY BENEFIT LIFE INSURANCE CO
SBL VARIABLE ANNUITY ACCOUNT XIV
ONE SECURITY BENEFIT PLACE
TOPEKA, KS 66636-0037
Real Estate Fund 58,755.87 9.12% JEFFERSON NATIONAL LIFE INSURANCE COMPANY
ATTN: SEPERATE ACCOUNT
9920 CORPORATE CAMPUS, SUITE 1000
LOUISVILLE, IN 40251
Retailing Fund 348,248.37 59.52% NATIONWIDE INSURANCE COMPANY
NWVA4 , C/O IPO PORTFOLIO ACCOUNTING
P.O. BOX 182029
COLUMBUS, OH 43218-2067
Retailing Fund 143,245.95 24.48% SECURITY BENEFIT LIFE INSURANCE CO
SBL VARIABLE ANNUITY ACCOUNT XIV
ONE SECURITY BENEFIT PLACE
TOPEKA, KS 66636-0038
Retailing Fund 54,523.18 9.32% JEFFERSON NATIONAL LIFE INSURANCE COMPANY
ATTN: SEPERATE ACCOUNT
9920 CORPORATE CAMPUS, SUITE 1000
LOUISVILLE, IN 40252
Retailing Fund 33,015.52 5.64% SAGE LIFE ASSURANCE COMPANY
969 HIGH RIDGE RD, STE 200
STAMFORD, CT 06905
Russell 2000(R) 1.5x Strategy Fund 90,458.69 48.02% NATIONWIDE INSURANCE COMPANY
NWVA4 , C/O IPO PORTFOLIO ACCOUNTING
P.O. BOX 182029
COLUMBUS, OH 43218-2068
Russell 2000(R) 1.5x Strategy Fund 40,436.34 21.47% AMERITAS LIFE INSURANCE CORP
ATTN: VARIABLE TRADES
5900 O STREET P.O. BOX 81889.
LINCOLN, NE 68501-1893
Russell 2000(R) 1.5x Strategy Fund 28,916.40 15.35% SECURITY BENEFIT LIFE INSURANCE CO
SBL VARIABLE ANNUITY ACCOUNT XIV
ONE SECURITY BENEFIT PLACE
TOPEKA, KS 66636-0039
Russell 2000(R) 1.5x Strategy Fund 26,952.52 14.31% JEFFERSON NATIONAL LIFE INSURANCE COMPANY
ATTN: SEPERATE ACCOUNT
9920 CORPORATE CAMPUS, SUITE 1000
LOUISVILLE, IN 40253
O-8
PERCENTAGE
AMOUNT OF OF THE
NAME OF THE FUND SHARES OWNED CLASS NAME AND ADDRESS OF THE BENEFICIAL OWNER
---------------------------------------------------------------------------------------------------------------------------
Russell 2000(R) 2x Strategy Fund 28,982.29 81.92% SECURITY BENEFIT LIFE INSURANCE CO
SBL VARIABLE ANNUITY ACCOUNT XIV
ONE SECURITY BENEFIT PLACE
TOPEKA, KS 66636-0040
Russell 2000(R) 2x Strategy Fund 6,313.65 17.85% JEFFERSON NATIONAL LIFE INSURANCE COMPANY
ATTN: SEPERATE ACCOUNT
9920 CORPORATE CAMPUS, SUITE 1000
LOUISVILLE, IN 40254
S&P 500 2x Strategy Fund 41,607.60 44.36% NATIONWIDE INSURANCE COMPANY
NWVA4 , C/O IPO PORTFOLIO ACCOUNTING
P.O. BOX 182029
COLUMBUS, OH 43218-2069
S&P 500 2x Strategy Fund 41,364.94 44.09% SECURITY BENEFIT LIFE INSURANCE CO
SBL VARIABLE ANNUITY ACCOUNT XIV
ONE SECURITY BENEFIT PLACE
TOPEKA, KS 66636-0041
S&P 500 2x Strategy Fund 10,520.91 11.21% JEFFERSON NATIONAL LIFE INSURANCE COMPANY
ATTN: SEPERATE ACCOUNT
9920 CORPORATE CAMPUS, SUITE 1000
LOUISVILLE, IN 40255
S&P 500 Pure Growth Fund 706,696.20 59.62% NATIONWIDE INSURANCE COMPANY
NWVA4 , C/O IPO PORTFOLIO ACCOUNTING
P.O. BOX 182029
COLUMBUS, OH 43218-2070
S&P 500 Pure Growth Fund 349,164.78 29.46% SECURITY BENEFIT LIFE INSURANCE CO
SBL VARIABLE ANNUITY ACCOUNT XIV
ONE SECURITY BENEFIT PLACE
TOPEKA, KS 66636-0042
S&P 500 Pure Growth Fund 116,894.04 9.86% JEFFERSON NATIONAL LIFE INSURANCE COMPANY
ATTN: SEPERATE ACCOUNT
9920 CORPORATE CAMPUS, SUITE 1000
LOUISVILLE, IN 40256
S&P 500 Pure Value Fund 232,020.23 62.80% NATIONWIDE INSURANCE COMPANY
NWVA4 , C/O IPO PORTFOLIO ACCOUNTING
P.O. BOX 182029
COLUMBUS, OH 43218-2071
S&P 500 Pure Value Fund 109,183.63 29.55% SECURITY BENEFIT LIFE INSURANCE CO
SBL VARIABLE ANNUITY ACCOUNT XIV
ONE SECURITY BENEFIT PLACE
TOPEKA, KS 66636-0043
S&P MidCap 400 Pure Growth Fund 326,225.61 44.75% NATIONWIDE INSURANCE COMPANY
NWVA4 , C/O IPO PORTFOLIO ACCOUNTING
P.O. BOX 182029
COLUMBUS, OH 43218-2072
S&P MidCap 400 Pure Growth Fund 287,138.82 39.40% SECURITY BENEFIT LIFE INSURANCE CO
SBL VARIABLE ANNUITY ACCOUNT XIV
ONE SECURITY BENEFIT PLACE
TOPEKA, KS 66636-0044
S&P MidCap 400 Pure Growth Fund 107,067.27 14.69% JEFFERSON NATIONAL LIFE INSURANCE COMPANY
ATTN: SEPERATE ACCOUNT
9920 CORPORATE CAMPUS, SUITE 1000
LOUISVILLE, IN 40257
S&P MidCap 400 Pure Value Fund 101,132.23 66.81% NATIONWIDE INSURANCE COMPANY
NWVA4 , C/O IPO PORTFOLIO ACCOUNTING
P.O. BOX 182029
COLUMBUS, OH 43218-2073
S&P MidCap 400 Pure Value Fund 32,728.06 21.62% SECURITY BENEFIT LIFE INSURANCE CO
SBL VARIABLE ANNUITY ACCOUNT XIV
ONE SECURITY BENEFIT PLACE
TOPEKA, KS 66636-0045
S&P MidCap 400 Pure Value Fund 15,468.74 10.22% JEFFERSON NATIONAL LIFE INSURANCE COMPANY
ATTN: SEPERATE ACCOUNT
9920 CORPORATE CAMPUS, SUITE 1000
LOUISVILLE, IN 40258
O-9
PERCENTAGE
AMOUNT OF OF THE
NAME OF THE FUND SHARES OWNED CLASS NAME AND ADDRESS OF THE BENEFICIAL OWNER
---------------------------------------------------------------------------------------------------------------------------
S&P SmallCap 600 Pure Growth Fund 184,656.22 45.77% SECURITY BENEFIT LIFE INSURANCE CO
SBL VARIABLE ANNUITY ACCOUNT XIV
ONE SECURITY BENEFIT PLACE
TOPEKA, KS 66636-0046
S&P SmallCap 600 Pure Growth Fund 162,411.60 40.26% NATIONWIDE INSURANCE COMPANY
NWVA4 , C/O IPO PORTFOLIO ACCOUNTING
P.O. BOX 182029
COLUMBUS, OH 43218-2074
S&P SmallCap 600 Pure Growth Fund 52,942.87 13.12% JEFFERSON NATIONAL LIFE INSURANCE COMPANY
ATTN: SEPERATE ACCOUNT
9920 CORPORATE CAMPUS, SUITE 1000
LOUISVILLE, IN 40259
S&P SmallCap 600 Pure Value Fund 31,781.69 42.99% NATIONWIDE INSURANCE COMPANY
NWVA4 , C/O IPO PORTFOLIO ACCOUNTING
P.O. BOX 182029
COLUMBUS, OH 43218-2075
S&P SmallCap 600 Pure Value Fund 26,774.95 36.22% SECURITY BENEFIT LIFE INSURANCE CO
SBL VARIABLE ANNUITY ACCOUNT XIV
ONE SECURITY BENEFIT PLACE
TOPEKA, KS 66636-0047
S&P SmallCap 600 Pure Value Fund 14,191.92 19.20% JEFFERSON NATIONAL LIFE INSURANCE COMPANY
ATTN: SEPERATE ACCOUNT
9920 CORPORATE CAMPUS, SUITE 1000
LOUISVILLE, IN 40260
Select Allocation Fund 1,129,851.68 71.36% SECURITY BENEFIT LIFE INSURANCE CO
SBL VARIABLE ANNUITY ACCOUNT XIV
ONE SECURITY BENEFIT PLACE
TOPEKA, KS 66636-0048
Select Allocation Fund 364,071.47 22.99% NATIONWIDE INSURANCE COMPANY
NWVA4 , C/O IPO PORTFOLIO ACCOUNTING
P.O. BOX 182029
COLUMBUS, OH 43218-2076
Select Allocation Fund 89,394.22 5.65% FSBL VARIABLE ACCOUNT A
ATTN: DENISE MACHELL - FINANCE
ONE SECURITY BENEFIT PLACE
TOPEKA, KS 66636-0005
Strengthening Dollar 2x Strategy Fund 585,659.76 39.91% SECURITY BENEFIT LIFE INSURANCE CO
SBL VARIABLE ANNUITY ACCOUNT XIV
ONE SECURITY BENEFIT PLACE
TOPEKA, KS 66636-0049
Strengthening Dollar 2x Strategy Fund 478,699.89 32.62% NATIONWIDE INSURANCE COMPANY
NWVA4 , C/O IPO PORTFOLIO ACCOUNTING
P.O. BOX 182029
COLUMBUS, OH 43218-2077
Strengthening Dollar 2x Strategy Fund 400,775.71 27.31% JEFFERSON NATIONAL LIFE INSURANCE COMPANY
ATTN: SEPERATE ACCOUNT
9920 CORPORATE CAMPUS, SUITE 1000
LOUISVILLE, IN 40261
Technology Fund 469,742.39 60.87% NATIONWIDE INSURANCE COMPANY
NWVA4 , C/O IPO PORTFOLIO ACCOUNTING
P.O. BOX 182029
COLUMBUS, OH 43218-2078
Technology Fund 236,420.27 30.64% SECURITY BENEFIT LIFE INSURANCE CO
SBL VARIABLE ANNUITY ACCOUNT XIV
ONE SECURITY BENEFIT PLACE
TOPEKA, KS 66636-0050
Technology Fund 54,611.03 7.08% JEFFERSON NATIONAL LIFE INSURANCE COMPANY
ATTN: SEPERATE ACCOUNT
9920 CORPORATE CAMPUS, SUITE 1000
LOUISVILLE, IN 40262
Telecommunications Fund 204,541.63 56.80% NATIONWIDE INSURANCE COMPANY
NWVA4 , C/O IPO PORTFOLIO ACCOUNTING
P.O. BOX 182029
COLUMBUS, OH 43218-2079
O-10
PERCENTAGE
AMOUNT OF OF THE
NAME OF THE FUND SHARES OWNED CLASS NAME AND ADDRESS OF THE BENEFICIAL OWNER
---------------------------------------------------------------------------------------------------------------------------
Telecommunications Fund 110,649.50 30.73% SECURITY BENEFIT LIFE INSURANCE CO
SBL VARIABLE ANNUITY ACCOUNT XIV
ONE SECURITY BENEFIT PLACE
TOPEKA, KS 66636-0051
Telecommunications Fund 35,191.71 9.77% JEFFERSON NATIONAL LIFE INSURANCE COMPANY
ATTN: SEPERATE ACCOUNT
9920 CORPORATE CAMPUS, SUITE 1000
LOUISVILLE, IN 40263
Transportation Fund 266,461.40 80.55% NATIONWIDE INSURANCE COMPANY
NWVA4 , C/O IPO PORTFOLIO ACCOUNTING
P.O. BOX 182029
COLUMBUS, OH 43218-2080
Transportation Fund 34,398.64 10.40% SECURITY BENEFIT LIFE INSURANCE CO
SBL VARIABLE ANNUITY ACCOUNT XIV
ONE SECURITY BENEFIT PLACE
TOPEKA, KS 66636-0052
Transportation Fund 16,674.33 5.04% SAGE LIFE ASSURANCE COMPANY
969 HIGH RIDGE RD, STE 200
STAMFORD, CT 06906
U.S. Government Money Market Fund 173,469,119.28 55.46% SECURITY BENEFIT LIFE INSURANCE CO
SBL VARIABLE ANNUITY ACCOUNT XIV
ONE SECURITY BENEFIT PLACE
TOPEKA, KS 66636-0018
U.S. Government Money Market Fund 117,672,305.55 37.62% JEFFERSON NATIONAL LIFE INSURANCE COMPANY
ATTN: SEPERATE ACCOUNT
9920 CORPORATE CAMPUS, SUITE 1000
LOUISVILLE, IN 40235
U.S. Government Money Market Fund 20,313,973.10 6.49% FSBL VARIABLE ACCOUNT A
ATTN: DENISE MACHELL - FINANCE
ONE SECURITY BENEFIT PLACE
TOPEKA, KS 66636-0002
U.S. Long Short Momentum Fund 1,639,538.43 47.02% SECURITY BENEFIT LIFE INSURANCE CO
SBL VARIABLE ANNUITY ACCOUNT XIV
ONE SECURITY BENEFIT PLACE
TOPEKA, KS 66636-0053
U.S. Long Short Momentum Fund 786,658.21 22.55% NATIONWIDE INSURANCE COMPANY
NWVA4 , C/O IPO PORTFOLIO ACCOUNTING
P.O. BOX 182029
COLUMBUS, OH 43218-2081
U.S. Long Short Momentum Fund 326,384.01 9.36% RYDEX EPT MODERATE -VA
9601 BLACKWELL RD, STE 500
ROCKVILLE, MD 20852
U.S. Long Short Momentum Fund 267,590.52 7.67% LINCOLN BENEFIT LIFE COMPANY
544 LAKEVIEW PRKWAY
VERNON HILLS, IL 60016
Utilities Fund 516,873.82 42.78% NATIONWIDE INSURANCE COMPANY
NWVA4 , C/O IPO PORTFOLIO ACCOUNTING
P.O. BOX 182029
COLUMBUS, OH 43218-2082
Utilities Fund 476,834.29 39.46% SECURITY BENEFIT LIFE INSURANCE CO
SBL VARIABLE ANNUITY ACCOUNT XIV
ONE SECURITY BENEFIT PLACE
TOPEKA, KS 66636-0054
Utilities Fund 192,718.11 15.95% JEFFERSON NATIONAL LIFE INSURANCE COMPANY
ATTN: SEPERATE ACCOUNT
9920 CORPORATE CAMPUS, SUITE 1000
LOUISVILLE, IN 40264
Weakening Dollar 2x Strategy Fund 50,152.48 50.61% SECURITY BENEFIT LIFE INSURANCE CO
SBL VARIABLE ANNUITY ACCOUNT XIV
ONE SECURITY BENEFIT PLACE
TOPEKA, KS 66636-0055
Weakening Dollar 2x Strategy Fund 41,440.90 41.81% NATIONWIDE INSURANCE COMPANY
NWVA4 , C/O IPO PORTFOLIO ACCOUNTING
P.O. BOX 182029
COLUMBUS, OH 43218-2083
O-11
PERCENTAGE
AMOUNT OF OF THE
NAME OF THE FUND SHARES OWNED CLASS NAME AND ADDRESS OF THE BENEFICIAL OWNER
---------------------------------------------------------------------------------------------------------------------------
Weakening Dollar 2x Strategy Fund 7,130.27 7.19% JEFFERSON NATIONAL LIFE INSURANCE COMPANY
ATTN: SEPERATE ACCOUNT
9920 CORPORATE CAMPUS, SUITE 1000
LOUISVILLE, IN 40265
---------------------
* A party holding in excess of 25% of the outstanding voting securities of a
Fund is presumed to be a "control person" (as defined in the 1940 Act) of
such Fund, based on the substantial ownership interest held and the party's
resultant ability to influence voting on certain matters submitted for
shareholder consideration.
O-12
APPENDIX P
NOMINATING COMMITTEE CHARTER
I. THE COMMITTEE
The Nominating Committee (the "Committee") of the Rydex Series Funds,
Rydex Dynamic Funds, Rydex Variable Trust and Rydex ETF Trust (each a
"Trust" and collectively "the Trusts") shall be composed of at least
three members plus the Independent Chairman as an ex officio member
pursuant to the following sentence, each of whom is a Trustee who is
not an "interested person" of the Trusts ("Independent Trustee") as
defined in Section 2(a)(19) of the Investment Company Act of 1940, as
amended (the "1940 Act"). At any time when there is an Independent
Chairman of the Board, the Independent Chairman shall be a full, voting
member of the Committee, ex officio. The Board shall appoint the other
members of the Committee and shall designate one member of the Committee
to act as chairman of the Committee. All members of the Committee
appointed by the Board shall serve at the pleasure of the Board. The
role of the Committee shall be to assist the Board of Trustees of the
Trusts (the "Board") in identifying and nominating individuals to serve
as Independent Trustees of the Trusts.
II. COMMITTEE FUNCTIONS AND RESPONSIBILITIES
The Committee shall identify and recommend to the Independent Trustees
candidates to serve as Independent Trustees, including those to be
elected by the Shareholders or appointed by the Board to fill vacancies.
For this purpose, the Committee shall canvas, recruit, interview and
solicit candidates to serve as Independent Trustees. The Committee shall
evaluate candidates' qualifications for Board membership in light of
their background, knowledge and experience, in order to assure that the
Board as a whole represents a proper mix of backgrounds and relevant
skill sets. The Committee shall also determine whether each such
candidate qualifies as not being an "interested person" of the Trusts in
terms of both the letter and spirit of the 1940 Act, rules and
regulations of the Securities and Exchange Commission ("SEC") adopted
under said Act, and any other applicable standards of independence.
Among other things, this determination requires the Committee to find
the candidates to be independent from the investment advisers, principal
underwriters and other principal service providers for the Trusts. The
Committee shall also consider the effect of any relationships beyond
those delineated in the 1940 Act or the rules and regulations thereunder
that might impair independence, (e.g., business, financial or family
relationships with investment advisers, principal underwriters or other
service providers). Finally, the Committee shall consider the
willingness and ability of each such candidate to devote the time and
attention needed to perform the functions of an Independent Trustee
i. The Committee also shall evaluate and report to the Board
concerning the qualifications of candidates to serve as
"interested" Trustees of the Funds.
ii. The Committee may adopt from time to time specific, minimum
qualifications that the Committee believes a candidate must
meet before
P-1
being considered as a candidate for Board membership and
shall comply with any rules adopted from time to time by the
SEC regarding investment company nominating committees and
the nomination of persons to be considered as candidates for
Board membership.
iii. The Committee shall review shareholder recommendations for
nominations to fill vacancies on the Board if such
recommendations are submitted in a timely fashion in writing
and addressed to the Committee at the applicable Trust's
offices. The Committee may adopt, by resolution, a policy
regarding its procedures for considering candidates for the
Board, including any recommended by shareholders.
III. COMMITTEE PROCEDURES
A. MEETINGS
i. The Committee shall meet as needed in open or executive
session.
ii. The Committee may invite members of management, counsel to
the Independent Trustees, Fund counsel, advisers and others
to attend its meetings as it deems appropriate.
iii. A majority of the members of the Committee shall constitute
a quorum for the transaction of business at any meeting of
the Committee. The action of a majority of the members of
the Committee present at a meeting at which a quorum is
present shall be the action of the Committee. The Committee
may meet in person or by telephone, and the Committee may
act by written consent, to the extent permitted by law and
by the applicable Trust's by-laws. The chairman, or a person
designated by the chairman, shall take minutes of all
meetings of the Committee, copies of which shall be
furnished to the Board. In the event of any inconsistency
between this Charter and a Trust's organizational documents,
the provisions of the Trust's organizational documents shall
govern.
B. REPORTS TO THE BOARD
The Committee shall report its activities to the Board and make such
recommendations as are called for under this Charter or as the
Committee may otherwise deem necessary or appropriate.
C. RESOURCES
The Committee shall have the resources appropriate to discharge its
responsibilities, including the authority to consult with counsel
and to retain, at the Trusts' expense, such other experts or
advisors as the Committee deems necessary or appropriate.
P-2
[LOGO OF RYDEX | SGI] PROXY CARD FOR
RYDEX | SGI [FUND NAME PRINTS HERE]
SECURITY GLOBAL INVESTORS(SM) PROXY FOR A SPECIAL JOINT MEETING OF
SHAREHOLDERS - NOVEMBER 22, 2011
The undersigned hereby appoint(s) Joanna Haigney, Amy Lee and Beth Miller, or
any one of them, proxies, each of them with full power of substitution, to vote
and act with respect to all shares of the above referenced fund (the "Fund")
which the undersigned is entitled to vote at the Special Meeting of shareholders
of the Fund to be held at 805 King Farm Boulevard, Suite 600, Rockville,
Maryland 20850 on November 22, 2011 at 1:00 p.m. ET, and at any adjournment(s)
or postponements thereof.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS. THIS PROXY CARD
WILL BE VOTED AS INSTRUCTED. IF NO SPECIFICATION IS MADE, THE PROXY CARD WILL BE
VOTED "FOR" THE PROPOSALS. THE PROXIES ARE AUTHORIZED, IN THEIR DISCRETION, TO
VOTE UPON SUCH MATTERS AS MAY COME BEFORE THE SPECIAL MEETING OR ANY
ADJOURNMENTS.
----------------------------------------------------
| TAG ID: 123456 |
| |
| NA1 - RYDEX SGI - BALLOT 4 - BOOK 4 RYDEX VA |
| NA2 - RYDEX SGI - BALLOT 4 - BOOK 4 RYDEX VA |
| NA3 - RYDEX SGI - BALLOT 4 - BOOK 4 RYDEX VA |
| NA4 - RYDEX SGI - BALLOT 4 - BOOK 4 RYDEX VA |
| NA5 - RYDEX SGI - BALLOT 4 - BOOK 4 RYDEX VA |
| NA6 - RYDEX SGI - BALLOT 4 - BOOK 4 RYDEX VA |
| NA7 - RYDEX SGI - BALLOT 4 - BOOK 4 RYDEX VA |
----------------------------------------------------
NOTE: This proxy must be signed exactly as your name(s) appears here on. If as
an attorney, executor, guardian or in some representative capacity or as an
officer of a corporation, please add titles as such. Joint owners must each
sign. By signing this proxy card, you acknowledge that you have received the
proxy statement that the proxy card accompanies.
________________________________________________________________________________
Shareholder sign here Date
________________________________________________________________________________
Joint owner sign here Date
PLEASE SEE THE INSTRUCTIONS BELOW IF YOU WISH TO VOTE BY PHONE (live proxy
representative or touch-tone phone), BY MAIL OR VIA THE INTERNET. Please use
whichever method is most convenient for you. If you choose to vote via the
Internet or by phone, you should not mail your proxy card. Please vote today!
PHONE: To cast your vote by phone with a proxy voting --------------------------------
representative, please call toll-free 1-877-864-5058. | |
Representatives are available to take your voting instructions | CONTROL NUMBER: |
Monday through Friday 9:00 a.m. to 11:00 p.m. Eastern Time. | 123456789112 |
--------------------------------
MAIL: To vote your proxy by mail, check the appropriate voting box
on the reverse side of this proxy card, sign and date the card IMPORTANT NOTICE REGARDING THE
and return it in the enclosed postage-paid envelope. AVAILABILITY OF PROXY MATERIALS FOR
THIS SPECIAL MEETING OF
Options below are available 24 hours a day / 7 days a week SHAREHOLDERS TO BE HELD ON
NOVEMBER 22, 2011
TOUCHTONE: To cast your vote via a touch-tone voting line, call toll-free THE PROXY STATEMENT FOR THIS
1-888-227-9349 and enter the control number to the right. MEETING IS AVAILABLE AT:
www.proxyonline.us/docs/rydexsgi
INTERNET: To vote via the Internet, go to www.proxyonline.us and enter
the control number found to the right.
IT IS IMPORTANT THAT PROXIES BE VOTED PROMPTLY. EVERY SHAREHOLDER'S VOTE IS IMPORTANT.
[FUND NAME PRINTS HERE]
QUESTIONS ABOUT THIS PROXY? Should you have any questions about the proxy
materials or regarding how to vote your shares, please contact our proxy
information line TOLL-FREE AT 1-877-864-5058. Representatives are available
Monday through Friday 9:00 a.m. to 11:00 p.m. Eastern Time. We have retained The
Altman Group to assist our shareholders in the voting process. If we have not
received your proxy card or vote as the date of the Special meeting approaches,
representatives from The Altman Group may call you to remind you to exercise
your vote.
TO VOTE, MARK BOXES BELOW IN BLUE OR BLACK INK AS FOLLOWS. Example: [ ]
YOU MAY VOTE ON THE PROPOSED CHANGES ON THE PROPOSALS AS A GROUP OR
INDIVIDUALLY. PLEASE USE ONLY ONE METHOD.
-------------------------------------------------------------------------------------------------------------------
TO VOTE ALL OF THE PROPOSALS IN ACCORDANCE WITH MANAGEMENT'S RECOMMENDATIONS, PLEASE FOR ALL
CHECK THE BOX TO THE RIGHT.
IF THE FOR ALL BOX ON THIS BALLOT IS MARKED, THIS VOTE WILL OVERRIDE ANY INDIVIDUAL VOTES MADE BELOW. [ ]
-------------------------------------------------------------------------------------------------------------------
FOR AGAINST ABSTAIN
1. To approve a new investment advisory agreement between the Trust
and Securities Investors, LLC. [ ] [ ] [ ]
2. To approve a new investment sub-advisory agreement between Securities
Investors, LLC and CLS Investments, LLC for AMERIGO FUND, CLERMONT
FUND AND SELECT ALLOCATION FUND. [ ] [ ] [ ]
3. To approve a new investment sub-advisory agreement between Securities
Investors, LLC and Dorsey, Wright & Associates, Inc. for DWA Flexible
Allocation Fund and DWA Sector Rotation Fund. [ ] [ ] [ ]
4. To approve the following individuals as trustees of the Trust: FOR WITHHOLD
(1) Donald C. Cacciapaglia [ ] [ ]
(2) Corey A. Colehour [ ] [ ]
(3) J. Kenneth Dalton [ ] [ ]
(4) John O. Demaret [ ] [ ]
(5) Richard M. Goldman [ ] [ ]
(6) Werner E. Keller [ ] [ ]
(7) Thomas F. Lydon [ ] [ ]
(8) Patrick T. McCarville [ ] [ ]
(9) Roger Somers [ ] [ ]
FOR AGAINST ABSTAIN
5. To approve a "manager of managers" arrangement [ ] [ ] [ ]
6. To approve the elimination of the fundamental investment policy on
investing in other investment companies for - U.S. GOVERNMENT MONEY
MARKET FUND. [ ] [ ] [ ]
YOU MAY HAVE RECEIVED MORE THAN ONE BALLOT DUE TO MULTIPLE INVESTMENTS IN THE
FUNDS. PLEASE REMEMBER TO VOTE ALL OF YOUR BALLOTS! Remember to SIGN AND DATE
THE REVERSE SIDE before mailing in your vote. This proxy card is valid only when
signed and dated. Thank you for voting.