UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM N-CSR

CERTIFIED SHAREHOLDER REPORT OF REGISTERED

MANAGEMENT INVESTMENT COMPANIES

Investment Company Act file number 811-01316

SECURITY MID CAP GROWTH FUND

(Exact name of registrant as specified in charter)

ONE SECURITY BENEFIT PLACE, TOPEKA, KANSAS 66636-0001

(Address of principal executive offices) (Zip code)

DONALD C. CACCIAPAGLIA, PRESIDENT

SECURITY MID CAP GROWTH FUND

ONE SECURITY BENEFIT PLACE

TOPEKA, KANSAS 66636-0001

(Name and address of agent for service)

Registrant’s telephone number, including area code: (785) 438-3000

Date of fiscal year end: September 30

Date of reporting period: March 31, 2012

Form N-CSR is to be used by management investment companies to file reports with the Commission not later than 10 days after the transmission to stockholders of any report that is required to be transmitted to stockholders under Rule 30e-1 under the Investment Company Act of 1940 (17 CFR 270.30e-1). The Commission may use the information provided on Form N-CSR in its regulatory, disclosure review, inspection, and policymaking roles.

A registrant is required to disclose the information specified by Form N-CSR, and the Commission will make this information public. A registrant is not required to respond to the collection of information contained in Form N-CSR unless the Form displays a currently valid Office of Management and Budget (“OMB”) control number. Please direct comments concerning the accuracy of the information collection burden estimate and any suggestions for reducing the burden to Secretary, Securities and Exchange Commission, 450 Fifth Street, NW, Washington, DC 20549-0609. The OMB has reviewed this collection of information under the clearance requirements of 44 U.S.C. §3507.

Item 1. Reports to Stockholders.

MARCH 31, 2012

GUGGENHEIM FUNDS

SEMI-ANNUAL REPORT

FUNDAMENTAL ALPHA

MID CAP GROWTH FUND

GO GREEN!

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This report and the financial statements contained herein are submitted for the general information of our shareholders. The report is not authorized for distribution to prospective investors unless preceded or accompanied by an effective prospectus.

Distributed by Rydex Distributors, LLC.

TABLE OF CONTENTS

LETTER TO OUR SHAREHOLDERS	2
ABOUT SHAREHOLDERS’ FUND EXPENSES	4
MID CAP GROWTH FUND	6
NOTES TO FINANCIAL STATEMENTS	12
OTHER INFORMATION	15
INFORMATION ON BOARD OF DIRECTORS AND OFFICERS	17
GUGGENHEIM INVESTMENTS PRIVACY POLICIES	20

THE GUGGENHEIM FUNDS SEMI-ANNUAL REPORT | 1

LETTER TO OUR SHAREHOLDERS

Dear Shareholders:

A restructuring of Greece’s massive debt, continued accommodation by the world’s major central banks and better news on the U.S. economy helped support financial markets over the six months ended March 31, 2012. Market optimism peaked in early 2012, when several major equity indices pushed to the highest levels in four years or more. But the mood grew more cautious late in the period after the Federal Reserve (the “Fed”) expressed views that continued weakness in housing and employment may pose a risk to the strength of the recovery.

U.S. equities began the period rebounding from the loss of the U.S. AAA credit rating in August. But after touching the low for 2011 in early October, improving U.S. economic data and European Central Bank’s injections of three-year loans into the continent’s banking system helped markets make up lost ground, which carried over into a strong first quarter of 2012.

Among the upbeat U.S. economic reports in recent months: more than 600,000 jobs have been added since the beginning of 2012; house prices have fallen enough to start to spur demand, lifting sales and new construction; and the U.S. GDP expanded at an annual rate of 3% in the fourth quarter of 2011, its strongest rate in a year and a half. Consumer confidence climbed in March to its highest level in a year.

While acknowledging the good news, the Fed warned that policymakers cannot be sure the recent pace of improvement will be sustained unless growth picks up. To foster growth, the Fed has said it will leave its key interest rate close to zero at least through 2014, despite arguments by some Fed officials and investors that the Fed may have to consider raising rates much earlier than that to prevent inflation. For now, the Fed’s leadership appears to be committed to keeping rates low, thus reducing borrowing costs for businesses and consumers. Consumer spending remains sluggish, and lackluster forecasts for first-quarter corporate profits were a reminder that the economic recovery remains fragile.

The world’s leading central bankers have continued to take steps to recharge the global economy. Greece’s debt restructuring enabled a new international bailout, while an injection of liquidity from the European Central Bank lessened financial stresses across the continent and contributed to improvement in global financial markets. However, March manufacturing gauges indicated that the eurozone has entered a period of economic contraction, meaning that policy makers may need to do more to revive economic growth across the region. The Bank of England and the Bank of Japan have also increased asset-buying programs. In China, recent strong factory data eased fears that a hard landing could wreak havoc on the global economy. The country cut its annual growth target to 7.5%, as its policymakers are trying to shift the country away from investment and exports and to greater domestic consumption.

Improvement in the U.S. economy is luring investors from ultra-safe, but often low-yielding assets. Falling U.S. Treasury bond prices, for example, boosted yields from a 70-year low last fall to a recent range of around 2% for the 10-year note. After outperforming equities for much of the past decade, and drawing heavy asset flows, many analysts are cautious about certain fixed-income sectors, particularly government debt, as the economy improves and the potential grows for a rise in interest rates. Investment-grade and higher-yielding corporates, however, are expected to continue to outperform.

Likewise, commodities, which had been slumping since mid-2011 due to slowing economic activity and the European debt crisis, rebounded in early 2012 on stronger macroeconomic data, with the price of a barrel of oil surging from last October’s $77 to a peak of $113 in late February. Investors also have been shifting out of gold to assets with greater return potential; after peaking at nearly $2,000 last summer, the price per ounce has fallen back to around $1,600.

2 | THE GUGGENHEIM FUNDS SEMI-ANNUAL REPORT

LETTER TO OUR SHAREHOLDERS (concluded)

The U.S. economy seems to be decoupling from slowing growth in the rest of the world and from ongoing uncertainty in the European debt crisis, as well as the domestic debate over tax and spending policy. In this resiliency, we see potential in U.S. investments, including equities, high yield bonds, bank loans and other risk assets. It appears that the U.S. may have entered a period of self-sustaining, if modest, economic expansion, driven primarily by the aggressive monetary policy of the Fed and reinforced by the ECB, and is increasingly becoming the economic locomotive of the global economy.

We look forward to continuing our service to you. Thank you for investing in our funds.

Sincerely,

Donald C. Cacciapaglia

President, Guggenheim Funds

Performance displayed represents past performance which is no guarantee of future results. Of course, fund performance is subject to daily market volatility and may be better or worse since the end of the last quarter. For up-to-date fund performance, call us at 800.820.0888 or visit www.rydex-sgi.com.

Read each fund’s prospectus and summary prospectus (if available) carefully before investing. It contains the fund’s investment objectives, risks, charges, expenses and other information, which should be considered carefully before investing. Obtain a prospectus and summary prospectus (if available) at www.rydex-sgi.com or call 800.820.0888.

The referenced funds are distributed by Rydex Distributors, LLC. Guggenheim Investments represents the investment management business of Guggenheim Partners, LLC, which includes Security Investors, LLC, the investment advisor to the referenced funds. Rydex Distributors, LLC is affiliated with Guggenheim Partners, LLC and Security Investors, LLC.

THE GUGGENHEIM FUNDS SEMI-ANNUAL REPORT | 3

ABOUT SHAREHOLDERS’ FUND EXPENSES (Unaudited)

All mutual funds have operating expenses and it is important for our shareholders to understand the impact of costs on their investments. Shareholders of a Fund incur two types of costs: (i) transaction costs, including sales charges (loads) on purchase payments, reinvested dividends, or other distributions; and exchange fees; and (ii) ongoing costs, including management fees, administrative services, and shareholder reports, among others. These ongoing costs, or operating expenses, are deducted from a fund’s gross income and reduce the investment return of the fund.

A fund’s expenses are expressed as a percentage of its average net assets, which is known as the expense ratio. The following examples are intended to help investors understand the ongoing costs (in dollars) of investing in a Fund and to compare these costs with the ongoing costs of investing in other mutual funds.

The examples are based on an investment of $1,000 made at the beginning of the period and held for the entire six-month period beginning September 30, 2011 and ending March 31, 2012.

The following tables illustrate a Fund’s costs in two ways:

Table 1. Based on actual Fund return. This section helps investors estimate the actual expenses paid over the period. The “Ending Account Value” shown is derived from the Fund’s actual return, and the fourth column shows the dollar amount that would have been paid by an investor who started with $1,000 in the Fund. Investors may use the information here, together with the amount invested, to estimate the expenses paid over the period. Simply divide the Fund’s account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number provided under the heading “Expenses Paid During Period.”

Table 2. Based on hypothetical 5% return. This section is intended to help investors compare a Fund’s cost with those of other mutual funds. The table provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses paid during the period. The example is useful in making comparisons because the U.S. Securities and Exchange Commission (the “SEC”) requires all mutual funds to calculate expenses based on the 5% return. Investors can assess a Fund’s costs by comparing this hypothetical example with the hypothetical examples that appear in shareholder reports of other funds.

The calculations illustrated above assume no shares were bought or sold during the period. Actual costs may have been higher or lower, depending on the amount of investment and the timing of any purchases or redemptions.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as sales charges (loads) on purchase payments, and contingent deferred sales charges (“CDSC”) on redemptions, if any. Therefore, the second table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.

More information about a Fund’s expenses, including annual expense ratios for the past five years, can be found in the Financial Highlights section of this report. For additional information on operating expenses and other shareholder costs, please refer to the appropriate Fund prospectus.

4 | THE GUGGENHEIM FUNDS SEMI-ANNUAL REPORT

ABOUT SHAREHOLDERS’ FUND EXPENSES (Unaudited) (concluded)

	Expense Ratio1			Fund Return			Beginning Account Value September 30, 2011		Ending Account Value March 31, 2012		Expenses Paid  During Period2
Table 1. Based on actual Fund return3
Mid Cap Growth Fund
A-Class		1.67	%		28.08	%	$	1,000.00	$	1,280.80	$	9.52
B-Class		2.69	%		27.42	%		1,000.00		1,274.20		15.29
C-Class		2.45	%		27.62	%		1,000.00		1,276.20		13.94
Institutional Class4		2.17	%		1.52	%		1,000.00		1,015.20		1.79
Table 2. Based on hypothetical 5% return (before expenses)
Mid Cap Growth Fund
A-Class		1.67	%		5.00	%	$	1,000.00	$	1,016.65	$	8.42
B-Class		2.69	%		5.00	%		1,000.00		1,011.55		13.53
C-Class		2.45	%		5.00	%		1,000.00		1,012.75		12.33
Institutional Class4		2.17	%		5.00	%		1,000.00		1,014.15		10.93

¹  Annualized.

² Expenses are equal to the Fund’s annualized expense ratio, net of any applicable fee waivers, multiplied by the average account value over the period, multiplied by 183/366 (to reflect the one-half year period).

³ Actual cumulative return at net asset value for the period September 30, 2011 to March 31, 2012.

⁴ Since the commencement of operations: March 1, 2012. Due to the limited length of Class operations, current expense ratios may not be indicative of future expense ratios.

THE GUGGENHEIM FUNDS SEMI-ANNUAL REPORT  |  5

FUND PROFILE (Unaudited) March 31, 2012

MID CAP GROWTH FUND

OBJECTIVE: Seeks capital appreciation.

Holdings Diversification (Market Exposure as % of Net Assets)

“Holdings Diversification (Market Exposure as % of Net Assets)” excludes any temporary cash investments.

Inception Dates:
A-Class	September 17, 1969
B-Class	October 19, 1993
C-Class	January 29, 1999
Institutional Class	March 1, 2012

Ten Largest Holdings (% of Total Net Assets)
iShares Russell Midcap Growth Index Fund	4.9	%
Ball Corp.	3.0	%
Ashland, Inc.	2.9	%
Jarden Corp.	2.8	%
Airgas, Inc.	2.8	%
Discover Financial Services	2.5	%
Alliance Data Systems Corp.	2.4	%
Wyndham Worldwide Corp.	2.3	%
Macy’s, Inc.	2.2	%
MetLife, Inc.	2.2	%
Top Ten Total	28.0	%

“Ten Largest Holdings” exclude any temporary cash or derivative investments.

6  |  THE GUGGENHEIM FUNDS SEMI-ANNUAL REPORT

SCHEDULE OF INVESTMENTS (Unaudited) March 31, 2012

    MID CAP GROWTH FUND

	SHARES		VALUE
COMMON STOCKS† — 91.5%
Consumer Discretionary — 22.2%
Jarden Corp.		59,430	$	2,390,869
Wyndham Worldwide Corp.		40,820		1,898,538
Macy’s, Inc.		46,850		1,861,351
Penn National Gaming, Inc.*		36,395		1,564,256
Priceline.com, Inc.*		2,000		1,435,000
International Game Technology		79,600		1,336,484
Las Vegas Sands Corp.		22,850		1,315,475
Tempur-Pedic International, Inc.*		15,500		1,308,665
Dick’s Sporting Goods, Inc.		26,550		1,276,524
Chipotle Mexican Grill, Inc. — Class A*		2,850		1,191,300
O’Reilly Automotive, Inc.*		10,800		986,580
Life Time Fitness, Inc.*		16,050		811,649
Bed Bath & Beyond, Inc.*		11,910		783,321
BorgWarner, Inc.*		6,000		506,040
Total Consumer Discretionary				18,666,052
Information Technology —18.3%
Alliance Data Systems Corp.*		16,100		2,027,956
Intuit, Inc.		26,450		1,590,438
Cadence Design Systems, Inc.*		131,530		1,557,315
Avago Technologies Ltd.		36,500		1,422,405
Check Point Software Technologies Ltd.*		20,950		1,337,448
Nuance Communications, Inc.*		46,915		1,200,086
SanDisk Corp.*		21,300		1,056,267
Autodesk, Inc.*		24,650		1,043,188
Adobe Systems, Inc.*		29,700		1,019,007
F5 Networks, Inc.*		7,000		944,720
Rovi Corp.*		24,700		803,985
Citrix Systems, Inc.*		9,150		722,027
VeriFone Systems, Inc.*		12,875		667,826
Total Information Technology				15,392,668
Industrials —12.3%
Cooper Industries plc		27,800		1,777,809
AMETEK, Inc.		35,575		1,725,743
WESCO International, Inc.*		24,600		1,606,626
Regal-Beloit Corp.		22,350		1,465,043
Union Pacific Corp.		11,564		1,242,899
United Rentals, Inc.*		27,500		1,179,475
Stanley Black & Decker, Inc.		11,500		885,040
Joy Global, Inc.		6,760		496,860
Total Industrials				10,379,495
Materials —11.3%
Ball Corp.		59,484		2,550,673
Ashland, Inc.		40,200		2,454,612
Airgas, Inc.		26,700		2,375,499
CF Industries Holdings, Inc.		6,850		1,251,153
Albemarle Corp.		13,640		871,869
Total Materials				9,503,806

	SHARES		VALUE
Health Care —10.8%
Endo Pharmaceuticals Holdings, Inc.*		46,500	$	1,800,944
Intuitive Surgical, Inc.*		2,685		1,454,599
Covidien plc		21,300		1,164,684
Agilent Technologies, Inc.		25,570		1,138,121
Thermo Fisher Scientific, Inc.		18,800		1,059,944
Vertex Pharmaceuticals, Inc.*		23,900		980,139
Teva Pharmaceutical Industries Ltd. ADR		20,265		913,141
Cepheid, Inc.*		11,300		472,679
Dynavax Technologies Corp.*		24,500		123,970
Total Health Care				9,108,221
Energy — 7.8%
Oil States International, Inc.*		23,075		1,801,235
Ensco plc ADR		29,850		1,579,961
Pioneer Natural Resources Co.		12,150		1,355,818
Concho Resources, Inc.*		10,900		1,112,672
Energy XXI Bermuda Ltd.*		21,093		761,668
Total Energy				6,611,354
Financials — 7.3%
Discover Financial Services		62,400		2,080,416
MetLife, Inc.		49,650		1,854,428
KeyCorp		158,550		1,347,675
T. Rowe Price Group, Inc.		13,650		891,345
Total Financials				6,173,864
Consumer Staples —1.5%
Nu Skin Enterprises, Inc. — Class A		21,100		1,221,901
Total Common Stocks
(Cost $65,853,016)				77,057,361
EXCHANGE TRADED FUNDS† — 4.9%
iShares Russell Midcap Growth Index Fund		66,035		4,151,620
Total Exchange Traded Funds
(Cost $3,961,803)				4,151,620
Total Investments — 96.4%
(Cost $69,814,819)			$	81,208,981
Other Assets & Liabilities, net — 3.6%				3,025,932
Total Net Assets —100.0%			$	84,234,913

* Non-income producing security.

† Value determined based on Level 1 inputs — See Note 4.

ADR —American Depositary Receipt

plc — Public Limited Company

SEE NOTES TO FINANCIAL STATEMENTS. THE GUGGENHEIM FUNDS SEMI-ANNUAL REPORT  |  7

MID CAP GROWTH FUND

STATEMENT OF ASSETS AND LIABILITIES (Unaudited)
March 31, 2012
ASSETS:
Investments, at value
(cost $69,814,819)	$	81,208,981
Cash		3,177,225
Prepaid expenses		55,651
Receivables:
Securities sold		519,057
Fund shares sold		132,238
Dividends		43,746
Total assets		85,136,898
LIABILITIES:
Payable for:
Securities purchased		600,060
Fund shares redeemed		163,038
Management fees		53,189
Distribution and service fees		22,720
Transfer agent/maintenance fees		21,122
Directors’ fees*		19,622
Fund accounting/administration fees		6,737
Miscellaneous		15,497
Total liabilities		901,985
NET ASSETS	$	84,234,913
NET ASSETS CONSIST OF:
Paid in capital	$	88,410,987
Accumulated net investment loss		(358,296	)
Accumulated net realized loss on investments		(15,211,940	)
Net unrealized appreciation on investments		11,394,162
Net assets	$	84,234,913
A-Class:
Net assets	$	76,388,565
Capital shares outstanding		2,080,244
Net asset value per share	$	36.72
Maximum offering price per share
(Net asset value divided by 95.25%)	$	38.55
B-Class:
Net assets	$	3,232,836
Capital shares outstanding		119,121
Net asset value per share	$	27.14
C-Class:
Net assets	$	4,603,359
Capital shares outstanding		146,959
Net asset value per share	$	31.32
Institutional Class:
Net assets	$	10,153
Capital shares outstanding		277
Net asset value per share	$	36.71

* Relates to Directors not deemed “interested persons” within the meaning of Section 2(a)(19) of the 1940 Act.

STATEMENT OF OPERATIONS (Unaudited)
Period Ended March 31, 2012
INVESTMENT INCOME:
Dividends	$	332,520
Interest		175
Total investment income		332,695
EXPENSES:
Management fees		295,674
Transfer agent/maintenance fees
A-Class		115,756
B-Class		10,064
C-Class		8,074
Institutional Class		5
Distribution and service fees:
A-Class		88,854
B-Class		16,617
C-Class		22,191
Fund accounting/administration fees		37,451
Printing expenses		40,928
Custodian fees		3,310
Directors’ fees*		6,727
Miscellaneous		45,340
Total expenses		690,991
Net investment loss		(358,296	)
NET REALIZED AND UNREALIZED GAIN (LOSS):
Net realized gain (loss) on:
Investments		3,421,493
Net realized gain		3,421,493
Net change in unrealized appreciation (depreciation) on:
Investments		16,039,913
Net change in unrealized appreciation (depreciation)		16,039,913
Net realized and unrealized gain		19,461,406
Net increase in net assets resulting from operations	$	19,103,110

8  |  THE GUGGENHEIM FUNDS SEMI-ANNUAL REPORT SEE NOTES TO FINANCIAL STATEMENTS.

MID CAP GROWTH FUND

STATEMENTS OF CHANGES IN NET ASSETS

	Period Ended March 31, 2012 (Unaudited)			Year Ended September 30, 2011
INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS:
Net investment loss	$	(358,296	)	$	(707,675	)
Net realized gain on investments		3,421,493			13,895,666
Net change in unrealized appreciation (depreciation) on investments		16,039,913			(14,294,103	)
Net increase (decrease) in net assets resulting from operations		19,103,110			(1,106,112	)
CAPITAL SHARE TRANSACTIONS:
Proceeds from sale of shares
A-Class		2,337,558			11,016,109
B-Class		11,594			666,596
C-Class		125,744			2,026,865
Institutional Class1		10,000			—
Cost of shares redeemed
A-Class		(5,752,128	)		(19,196,330	)
B-Class		(779,261	)		(2,015,138	)
C-Class		(755,771	)		(3,191,731	)
Institutional Class1		—			—
Net decrease from capital share transactions		(4,802,264	)		(10,693,629	)
Net increase (decrease) in net assets		14,300,846			(11,799,741	)
NET ASSETS:
Beginning of period		69,934,067			81,733,808
End of period	$	84,234,913		$	69,934,067
Accumulated net investment loss at end of period	$	(358,296	)	$	—
CAPITAL SHARE ACTIVITY:
Shares sold
A-Class2		84,416			328,868
B-Class2		504			26,525
C-Class2		4,677			69,137
Institutional Class1		277			—
Shares redeemed
A-Class2		(186,966	)		(586,576	)
B-Class2		(31,484	)		(82,272	)
C-Class2		(27,230	)		(109,764	)
Institutional Class1		—			—
Net decrease in shares		(155,806	)		(354,082	)

¹ Since commencement of operations: March 1, 2012.

² The share activity for the period October 1, 2010 through April 8, 2011 have been restated to reflect a 1:4 reverse share split effective April 8, 2011.

SEE NOTES TO FINANCIAL STATEMENTS. THE GUGGENHEIM FUNDS SEMI-ANNUAL REPORT  |  9

MID CAP GROWTH FUND

FINANCIAL HIGHLIGHTS

This table is presented to show selected data for a share outstanding throughout each period and to assist shareholders in evaluating a Fund’s performance for the periods presented.

A-Class	Period Ended March 31, 2012a			Year Ended September 30, 2011f			Year Ended September 30, 2010f			Year Ended September 30, 2009f			Year Ended September 30, 2008f			Year Ended September 30, 2007f
Per Share Data
Net asset value, beginning of period	$	28.67		$	29.44		$	26.16		$	25.84		$	44.44		$	48.12
Income (loss) from investment operations:
Net investment lossb		(.14	)		(.24	)		(.24	)		(.20	)		(.20	)		(.32	)
Net gain (loss) on investments (realized and unrealized)		8.19			(.53	)		3.52			.72			(9.84	)		1.40
Total from investment operations		8.05			(.77	)		3.28			.52			(10.04	)		1.08
Less distributions from:
Net realized gains		—			—			—			(.20	)		(8.56	)		(4.76	)
Total distributions		—			—			—			(.20	)		(8.56	)		(4.76	)
Net asset value, end of period	$	36.72		$	28.67		$	29.44		$	26.16		$	25.84		$	44.44
Total Returnc		28.08	%		(2.62	%)		12.54	%		2.32	%		(26.24	%)		2.10	%
Ratios/Supplemental Data
Net assets, end of period (in thousands)	$	76,389		$	62,575		$	71,858		$	71,985		$	71,655		$	160,544
Ratios to average net assets:
Net investment loss		(0.82	%)		(0.72	%)		(0.85	%)		(0.99	%)		(0.63	%)		(0.67	%)
Total expensesd		1.67	%		1.49	%		1.67	%		1.78	%		1.50	%		1.41	%
Portfolio turnover rate		78	%		157	%		133	%		138	%		191	%		34	%

B-Class	Period Ended March 31, 2012a			Year Ended September 30, 2011f			Year Ended September 30, 2010f			Year Ended September 30, 2009f			Year Ended September 30, 2008f			Year Ended September 30, 2007f
Per Share Data
Net asset value, beginning of period	$	21.30		$	22.04		$	19.72		$	19.68		$	36.36		$	40.48
Income (loss) from investment operations:
Net investment lossb		(.23	)		(.37	)		(.32	)		(.28	)		(.36	)		(.56	)
Net gain (loss) on investments (realized and unrealized)		6.07			(.37	)		2.64			.52			(7.76	)		1.20
Total from investment operations		5.84			(.74	)		2.32			.24			(8.12	)		.64
Less distributions from:
Net realized gains		—			—			—			(.20	)		(8.56	)		(4.76	)
Total distributions		—			—			—			(.20	)		(8.56	)		(4.76	)
Net asset value, end of period	$	27.14		$	21.30		$	22.04		$	19.72		$	19.68		$	36.36
Total Returnc		27.42	%		(3.36	%)		11.76	%		1.61	%		(26.92	%)		1.34	%
Ratios/Supplemental Data
Net assets, end of period (in thousands)	$	3,233		$	3,197		$	4,537		$	7,454		$	7,711		$	14,877
Ratios to average net assets:
Net investment loss		(1.85	%)		(1.50	%)		(1.60	%)		(1.73	%)		(1.40	%)		(1.43	%)
Total expensesd		2.69	%		2.26	%		2.42	%		2.53	%		2.26	%		2.16	%
Portfolio turnover rate		78	%		157	%		133	%		138	%		191	%		34	%

10  |  THE GUGGENHEIM FUNDS SEMI-ANNUAL REPORT SEE NOTES TO FINANCIAL STATEMENTS.

MID CAP GROWTH FUND

FINANCIAL HIGHLIGHTS (concluded)

This table is presented to show selected data for a share outstanding throughout each period and to assist shareholders in evaluating a Fund’s performance for the periods presented.

C-Class	Period Ended March 31, 2012a			Year Ended September 30, 2011f			Year Ended September 30, 2010f			Year Ended September 30, 2009f			Year Ended September 30, 2008f			Year Ended September 30, 2007f
Per Share Data
Net asset value, beginning of period	$	24.55		$	25.40		$	22.76		$	22.68		$	40.44		$	44.52
Income (loss) from investment operations:
Net investment lossb		(.23	)		(.42	)		(.40	)		(.32	)		(.40	)		(.60	)
Net gain (loss) on investments (realized and unrealized)		7.00			(.43	)		3.04			(.60	)		(8.80	)		1.28
Total from investment operations		6.77			(.85	)		2.64			.28			(9.20	)		.68
Less distributions from:
Net realized gains		—			—			—			(.20	)		(8.56	)		(4.76	)
Total distributions		—			—			—			(.20	)		(8.56	)		(4.76	)
Net asset value, end of period	$	31.32		$	24.55		$	25.40		$	22.76		$	22.68		$	40.44
Total Returnc		27.62	%		(3.35	%)		11.60	%		1.58	%		(26.87	%)		1.31	%
Ratios/Supplemental Data
Net assets, end of period (in thousands)	$	4,603		$	4,162		$	5,339		$	5,622		$	6,452		$	10,717
Ratios to average net assets:
Net investment loss		(1.61	%)		(1.48	%)		(1.60	%)		(1.74	%)		(1.40	%)		(1.43	%)
Total expensesd		2.45	%		2.25	%		2.43	%		2.54	%		2.26	%		2.16	%
Portfolio turnover rate		78	%		157	%		133	%		138	%		191	%		34	%

Institutional Class	Period Ended March 31, 2012a,e
Per Share Data
Net asset value, beginning of period	$	36.16
Income (loss) from investment operations:
Net investment lossb		(.03	)
Net gain on investments (realized and unrealized)		.58
Total from investment operations		.55
Net asset value, end of period	$	36.71
Total Returnc		1.52	%
Ratios/Supplemental Data
Net assets, end of period (in thousands)	$	10
Ratios to average net assets:
Net investment loss		(0.96	%)
Total expensesd,g		2.17	%
Portfolio turnover rate		78	%

^a Unaudited figures for the period ended March 31, 2012. Percentage amounts for the period, except total return and portfolio turnover rate, have been annualized.

^b Net investment loss per share was computed using average shares outstanding throughout the period.

^c  Total return does not reflect the impact of any applicable sales charges and has not been annualized.

^d  Does not include expenses of the underlying funds in which the Fund invests.

^e  Since commencement of operations: March 1, 2012. Percentage amounts for the period, except total return and portfolio turnover rate, have been annualized.

^f  Per share amounts for years ended September 30, 2007— September 30, 2010 and the period October 1, 2010 through April 8, 2011 have been restated to reflect a 1:4 reverse share split effective April 8, 2011.

^g  Due to the limited length of Class operations, current expense ratios may not be indicative of future expense ratios.

SEE NOTES TO FINANCIAL STATEMENTS. THE GUGGENHEIM FUNDS SEMI-ANNUAL REPORT | 11

NOTES TO FINANCIAL STATEMENTS (Unaudited)

1. Organization and Significant Accounting Policies

Organization

Security Mid Cap Growth Fund (the “Trust”) is registered under the Investment Company Act of 1940 (the “1940 Act”), as amended, as a non-diversified open-ended management investment company. The Trust is authorized to issue an unlimited number of shares.

The Trust offers four separate classes of shares, A-Class shares, B-Class shares, C-Class shares and Institutional Class shares. Sales of shares of each Class are made without a front-end sales charge at the net asset value (the “NAV”), with the exception of A-Class shares. A-Class shares are sold at the NAV, plus the applicable front-end sales charge. The sales charge varies depending on the amount purchased, but will not exceed 4.75%. A-Class share purchases of $1 million or more are exempt from the front-end sales charge but have a 1% contingent deferred sales charge (“CDSC”) if shares are redeemed within 12 months of purchase. B-Class shares were offered without a front-end sales charge, but were subject to a CDSC of up to 5% for five years and convert to A-Class shares after eight years. Effective January 4, 2010, subscriptions for B-Class shares are no longer accepted. C-Class shares have a 1% CDSC if shares are redeemed within 12 months of purchase. Institutional Class shares are offered primarily for direct investment by institutions such as pension and profit sharing plans, endowments, foundations and corporations. Institutional Class shares have a minimum initial investment of $2 million and a minimum account balance of $1 million. Institutional Class shares are offered without a front-end sales charge or a CDSC.

At March 31, 2012, the Trust consisted of the Mid Cap Growth Fund (the “Fund”).

Guggenheim Investments (“GI”) provides advisory, administrative and accounting services to the Funds. Rydex Fund Services, LLC (“RFS”) acts as the transfer agent to the Funds. Rydex Distributors, LLC (“RDL”) acts as principal underwriter to the Funds. GI, RFS and RDL are affiliated entities.

Significant Accounting Policies

The following significant accounting policies are in conformity with U.S. generally accepted accounting principles and are consistently followed by the Trust. This requires management to make estimates and assumptions that affect the reported amount of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.

Actual results could differ from these estimates. All time references are based on Eastern Time.

A. Security Valuation—Valuations of the Fund’s securities are supplied by pricing services approved by the Board of Directors. The Trust’s officers, through the Valuation Committee under the general supervision of the Board of Directors, regularly review procedures used by, and valuations provided by, the pricing services.

Equity securities listed on an exchange (New York Stock Exchange (“NYSE”) or American Stock Exchange) are valued at the last quoted sales price as of the close of business on the NYSE, usually 4:00 p.m. on the valuation date. Equity securities listed on the NASDAQ market system are valued at the NASDAQ Official Closing Price on the valuation date, which may not necessarily represent the last sale price. If there has been no sale on such exchange or NASDAQ on such day, the security is valued at the closing bid price on such day.

Investments for which market quotations are not readily available are fair valued as determined in good faith by GI under the direction of the Board of Directors using methods established or ratified by the Board of Directors. These methods include, but are not limited to: (i) using general information as to how these securities and assets trade; and (ii) using other information and considerations, including current values in related markets.

B. Security Transactions and Investment Income—Securities transactions are recorded on the trade date for financial reporting purposes. Realized gains and losses from securities transactions are recorded using the identified cost basis. Dividend income is recorded on the ex-dividend date, net of applicable taxes withheld by foreign countries. Taxable non-cash dividends are recorded as dividend income. Interest income, including amortization of premiums and accretion of discount, is accrued on a daily basis.

C. Expenses—Expenses directly attributable to a Fund are charged directly to the Fund. Other expenses common to various Funds within the Fund complex are generally allocated amongst such Funds on the basis of average net assets.

D. Distributions to Shareholders—Distributions of net investment income and net realized gains, if any, are declared and paid at least annually. Distributions are recorded on the ex-dividend date and are determined in accordance with income tax regulations which may differ from U.S. generally accepted accounting principles.

E. Earnings Credits—Under the fee arrangement with the custodian, the Fund may earn credits based on overnight custody cash balances.

12 | THE GUGGENHEIM FUNDS SEMI-ANNUAL REPORT

NOTES TO FINANCIAL STATEMENTS (Unaudited) (continued)

These credits are utilized to reduce related custodial expenses. The custodian fees disclosed in the Statement of Operations are before the reduction in expense from the related earnings credits, if any. For the period ended March 31, 2012, there were no earnings credits received.

F. Indemnifications—Under the Fund’s organizational documents, its Officers and Directors are indemnified against certain liabilities arising out of the performance of their duties to the Trust. In addition, throughout the normal course of business, the Fund enters into contracts that contain a variety of representations and warranties which provide general indemnifications. The Fund’s maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Fund and/or their affiliates that have not yet occurred. However, based on experience, the Fund expects the risk of loss to be remote.

2. Fees and Other Transactions With Affiliates

Management fees are paid monthly to GI, based on the following annual rates for the period ended March 31, 2012:

	Management Fees (as a % of net assets)
Mid Cap Growth Fund		0.75	%

GI also acts as the administrative agent for the Fund, and as such performs administrative functions and the bookkeeping, accounting and pricing functions for the Fund. For these services, GI receives the following:

	Fund Accounting/ Administrative Fees (as a % of net  assets)
Mid Cap Growth Fund		0.095	%
Minimum annual charge per Fund	$	25,000
Certain out-of-pocket charges		Varies

RSF is paid the following for providing transfer agent services to the Fund. Effective February 1, 2012, transfer agent fees are assessed to the applicable Class of each Fund in which they were incurred. Prior to February 1, 2012, transfer agent fees were aggregated by the Fund and allocated based on daily net assets of each Class of the Fund.

Annual charge per account	$	5.00-$8.00
Transaction fee	$	0.60-$1.10
Minimum annual charge per Fund	$	25,000
Certain out-of-pocket charges		Varies

The Fund has adopted Distribution Plans related to the offering of A-Class, B-Class and C-Class shares pursuant to Rule 12b-1 under the 1940 Act. The plans provide for payments at an annual rate of 0.25% of the average daily net assets of each Fund’s A-Class shares and 1.00% of the average daily net assets of each Fund’s B-Class and C-Class shares.

During the period ended March 31, 2012, RDL retained sales charges of $7,166 relating to sales of A-Class shares of the Fund.

Certain officers and directors of the Trust are also officers of GI, RFS and RDL.

At March 31, 2012, GI and its subsidiaries owned over five percent of the outstanding shares of the Fund, as follows:

Fund	Percent of outstanding shares owned
Mid Cap Growth Fund		12	%

3. Federal Income Tax Information

The Fund intends to comply with the provisions of Subchapter M of the Internal Revenue Code applicable to regulated investment companies and distribute substantially all taxable net investment income and capital gains sufficient to relieve the Funds from all, or substantially all, federal income, excise and state income taxes. Therefore, no provision for federal or state income tax is required.

Tax positions taken or expected to be taken in the course of preparing the Fund’s tax returns are evaluated to determine whether the tax positions are “more-likely-than-not” of being sustained by the applicable tax authority. Tax positions not deemed to meet the more-likely-than-not threshold would be recorded as a tax benefit or expense in the current year. Management has analyzed the Fund’s tax positions taken, or to be taken, on federal income tax returns for all open tax years (fiscal years 2009—2012), and has concluded that no provision for income tax is required in the Fund’s financial statements.

The RIC Modernization Act of 2010 was signed into law on December 22, 2010 and seeks to simplify some of the tax provisions applicable to regulated investment companies and the tax reporting to their shareholders, and to improve the tax efficiency of certain fund structures. The changes are generally effective for taxable years beginning after the date of enactment.

One of the more prominent changes addresses capital loss carryforwards. Funds will be permitted to carry forward capital losses incurred in taxable years beginning after December 22, 2010 for an unlimited period. However, any losses incurred during those future taxable years will be required to be utilized prior to the losses incurred in pre-enactment taxable years. Under pre-enactment law, capital losses could be carried forward for eight years, and carried forward as short-term capital, irrespective of the character of the original loss. As a result of this ordering rule, pre-enactment

THE GUGGENHEIM FUNDS SEMI-ANNUAL REPORT | 13

NOTES TO FINANCIAL STATEMENTS (Unaudited) (concluded)

capital loss carryforwards may potentially expire unused. Additionally, post-enactment capital losses that are carried forward will retain their character as either short-term or long-term capital losses rather than being considered all short-term as under previous law.

At March 31, 2012, the cost of securities for Federal income tax purposes, the aggregate gross unrealized gain for all securities for which there was an excess of value over tax cost and the aggregate gross unrealized loss for all securities for which there was an excess of tax cost over value, were as follows:

Fund	Tax Cost		Tax Unrealized Gain		Tax Unrealized Loss			Net Unrealized Gain
Mid Cap Growth Fund	$	70,136,485	$	11,988,326	$	(915,830	)	$	11,072,496

4. Fair Value Measurement

In accordance with U.S. generally accepted accounting principles, fair value is defined as the price that the Fund would receive to sell an investment or pay to transfer a liability in an orderly transaction with an independent buyer in the principal market, or in the absence of a principal market the most advantageous market for the investment or liability. A three-tier hierarchy is utilized to distinguish between (1) inputs that reflect the assumptions market participants would use in pricing an asset or liability developed based on market data obtained from sources independent of the reporting entity (observable inputs) and (2) inputs that reflect the reporting entity’s own assumptions about the assumptions market participants would use in pricing an asset or liability developed based on the best information available in the circumstances (unobservable inputs) and to establish classification of fair value measurements for disclosure purposes. Various inputs are used in determining the value of the Fund’s investments. The inputs are summarized in the three broad levels listed below:

Level 1 — quoted prices in active markets for identical securities.

Level 2 — other significant observable inputs (including quoted prices for similar securities, interest rates, prepayment speeds, credit risk, etc.).

Level 3 — significant unobservable inputs (including the fund’s own assumptions used to determine the fair value of investments).

The inputs or methodologies used for valuing securities are not necessarily an indication of the risk associated with investing in those securities.

The following table summarizes the inputs used to value the Fund’s net assets at March 31, 2012:

	Level 1 Investments In Securities		Level 2 Investments In Securities		Level 3 Investments In Securities		Total
Assets
Mid Cap Growth Fund	$	81,208,981	$	—	$	—	$	81,208,981

For the period ended March 31, 2012, there were no transfers between levels.

5. Securities Transactions

During the period ended March 31, 2012, purchases and sales of investment securities, excluding government securities and short-term investments, were:

	Purchases		Sales
Mid Cap Growth Fund	$	58,443,023	$	62,779,626

6. New Accounting Pronouncement

In May 2011, the FASB issued ASU No. 2011-04 “Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements” in GAAP and the International Financial Reporting Standards (“IFRSs”). ASU No. 2011-04 amends FASB ASC Topic 820, Fair Value Measurements and Disclosures, to establish common requirements for measuring fair value and for disclosing information about fair value measurements in accordance with GAAP and IFRSs. ASU No. 2011-04 is effective for fiscal years beginning after December 15, 2011 and for interim periods within those fiscal years. Management is currently evaluating the impact these amendments may have on the Fund’s financial statements.

14 | THE GUGGENHEIM FUNDS SEMI-ANNUAL REPORT

OTHER INFORMATION (Unaudited)

Proxy Voting Information

A description of the policies and procedures that the Trust uses to determine how to vote proxies relating to securities held in the Fund’s portfolios is available, without charge and upon request, by calling 1.800.820.0888. This information is also available from the EDGAR database on the SEC’s website at http://www.sec.gov.

Information regarding how the Funds voted proxies relating to portfolio securities during the most recent 12-month period ended June 30 is available without charge, upon request, by calling 1.800.820.0888. The proxy statement information is also available from the EDGAR database on the SEC’s website at http://www.sec.gov.

At a special meeting of shareholders held on December 13, 2011, the shareholders of the Fund voted on whether to approve a new investment advisory agreement between the Fund and Security Investors, LLC. A description of the number of shares voted is as follows:

Fund	Shares For		Shares Against		Shares Abstained
Mid-Cap Growth Fund		1,170,187		20,436		20,321

At a special meeting of shareholders held on November 22, 2011, the shareholders of the Fund also voted on whether to approve the election of nominees to the Board of Directors. A description of the number of shares voted is as follows:

Donald C. Cacciapaglia		Donald A. Chubb, Jr.		Harry W. Craig, Jr.
For	84,763,050	For	85,360,223	For	85,331,041
Withhold	1,612,096	Withhold	1,014,923	Withhold	1,044,105
Total	86,375,146	Total	86,375,146	Total	86,375,146
Jerry B. Farley		Richard M. Goldman		Penny A. Lumpkin
For	85,350,186	For	85,294,431	For	85,302,044
Withhold	1,024,960	Withhold	1,080,715	Withhold	1,073,102
Total	86,375,146	Total	86,375,146	Total	86,375,146
Maynard F. Oliverius
For	85,321,645
Withhold	1,053,501
Total	86,375,146

Quarterly Portfolio Schedules Information

Each of the GI Funds files a complete schedule of portfolio holdings with the U.S. Securities and Exchange Commission for the first and third quarters of each fiscal year on Form N-Q. The Forms N-Q of each such Fund are available on the Commission’s website at www.sec.gov. The Forms N-Q may be reviewed and copied at the Commission’s Public Reference Room in Washington, DC. Information on the operation of the Public Reference Room may be obtained by calling 1.800.SEC.0330. The portfolio holdings of each of the GI Funds are available on their website, www.rydex-sgi.com or by calling 1.800.820-0888.

The statement of additional information (“SAI”) includes additional information about the Funds’ Directors and is available upon request without charge by calling 1.800.820-0888.

THE GUGGENHEIM FUNDS SEMI-ANNUAL REPORT | 15

OTHER INFORMATION (Unaudited) (concluded)

Office Locations

The offices of Guggenheim Investments can be found in the following locations:

40 East 52nd Street

16th Floor

New York, NY 10022

(Headquarters)

Four Irvington Centre

805 King Farm Boulevard

Suite 600

Rockville, MD 20850

9401 Indian Creek Parkway

40 Corporate Woods

Suite 850

Overland Park, KS 66210

Guggenheim Transaction

On September 20, 2011, Guggenheim Capital, LLC agreed to purchase the indirect holding company of Security Investors, LLC, the Fund’s investment manager (the “Investment Manager”) (the “Transaction”). Guggenheim Capital, LLC’s subsidiary, Guggenheim Partners, LLC (“Guggenheim”), is a global, independent, privately-held, diversified financial services firm with more than 1,500 dedicated professionals. The Transaction closed on February 29, 2012.

The Transaction should not result in material changes to the day-to-day management and operation of the Fund or any increase in fees.

In anticipation of the Transaction, the Board of Directors of the Fund (the “Board”) called a special meeting of shareholders (the “Meeting”), at which shareholders of the Fund of record as of October 3, 2011 were asked to consider the approval of a new investment management agreement between the Fund and the Investment Manager (the “New Agreement”). This approval was necessary because, under the Investment Company Act of 1940 (the “1940 Act”), the Transaction could result in the termination of the Fund’s current investment management agreement with the Investment Manager (the “Current Agreement”). The Fund’s shareholders approved the New Agreement, the terms of which are substantially identical to the corresponding Current Agreement, except with respect to the date of execution.

16  |  THE GUGGENHEIM FUNDS SEMI-ANNUAL REPORT

INFORMATION ON BOARD OF DIRECTORS AND OFFICERS (Unaudited)

DIRECTORS***

The business address of each director is One Security Benefit Place, Topeka, KS 66636-0001

Name (Date of Birth) Year Elected	Principal Occupations During Past Five Years
Donald A. Chubb, Jr.** (12-14-46) 1994	Business Broker - Griffith & Blair Realtors
Harry W. Craig, Jr.** (05-11-39) 2004	Chairman, CEO, Secretary and Director - The Martin Tractor Company, Inc.
Jerry B. Farley** (09-20-46) 2005	President-Washburn University
Penny A. Lumpkin** (08-20-39) 1993	Partner - Vivian’s Gift Shop (Corporate Retail) Vice President - Palmer Companies, Inc. (Small Business and Shopping Center Development) Vice President - PLB (Real Estate Equipment Leasing)
Maynard F. Oliverius** (12-18-43) 1998	President & Chief Executive Officer - Stormont-Vail HealthCare
Donald C. Cacciapaglia* (07-01-51) 2012 (President)	Security Investors, LLC: President and CEO from April 2012 to present Guggenheim Investments: President and Chief Administrative Officer from February 2010 to present Channel Capital Group, Inc.: Chairman and CEO from April 2002 to February 2010.

* This Director is deemed to be an “interested person” of the Funds under the 1940 Act, as amended, by reason of his position with the Funds’ Investment Manager and/or the parent of the Investment Manager. This Director is also an officer of the funds.

** These Directors serve on the Fund’s joint audit committee, the purpose of which is to meet with the independent registered public accounting firm, to review the work of the independent registered public accounting firm, and to oversee the handling by Security Investors of the accounting and financial reporting functions for the Funds.

*** Each Director oversees 32 Security Funds portfolios and serves until the next annual meeting, or until a successor has been duly elected and qualified.

THE GUGGENHEIM FUNDS SEMI-ANNUAL REPORT  |  17

INFORMATION ON BOARD OF DIRECTORS AND OFFICERS (Unaudited) (continued)

OFFICERS*

The business address of each officer is One Security Benefit Place, Topeka, KS 66636-0001

Name (Date of Birth) Title - Year Elected	Principal Occupations During Past Five Years
Mark P. Bronzo (11-01-60) Vice President—2008	Current: Portfolio Manager, Security Investors, LLC Previous: Managing Director and Chief Compliance Officer, Nationwide Separate Accounts LLC (2003-2008)
Elisabeth Miller (06-06-68) Chief Compliance Officer—2012	Current: Chief Compliance Officer, Rydex Series Funds, Rydex Dynamic Funds, Rydex Variable Trust, Rydex ETF Trust, Security Equity Fund, Security Income Fund, Security Large Cap Value Fund, Security Mid Cap Growth Fund, SBL Fund, Security Investors, LLC, and Rydex Distributors, LLC Previous: Senior Manager, Security Investors, LLC and Rydex Distributors, LLC (2004-2009).
Nikolaos Bonos (05-30-63) Treasurer—2010	Current: Senior Vice President, Security Investors, LLC; Chief Executive Officer and Manager, Rydex Specialized 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 and 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)
Joseph M. Arruda (09-05-66) Assistant Treasurer—2010	Current: Assistant Treasurer, SBL Fund; Security Equity Fund; Security Income Fund; Security Large Cap Value Fund and 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.) and Rydex Advisors II, LLC (f/k/a PADCO Advisors II, Inc.), Vice President (2004-2011)
Amy J. Lee (06-05-61) Vice President—2007 Secretary -1987	Current: Senior Vice President & Secretary, Security Investors, LLC; Secretary and Chief Compliance Officer, Security Distributors, Inc.; Vice President, Associate General Counsel and 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 and Security Mid Cap Growth Fund; Vice President and 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 and Secretary (2007-2011); Rydex Advisors, LLC (f/k/a PADCO Advisors, Inc.) and Rydex Advisors II, LLC (f/k/a PADCO Advisors II, Inc.), Senior Vice President and Secretary (2010-2011); and Brecek & Young Advisors, Inc., Director (2004-2008)

* Officers serve until the next annual meeting or until a successor has been duly elected and qualified.

18  |  THE GUGGENHEIM FUNDS SEMI-ANNUAL REPORT

INFORMATION ON BOARD OF DIRECTORS AND OFFICERS (Unaudited) (concluded)

OFFICERS* (concluded)

The business address of each officer is One Security Benefit Place, Topeka, KS 66636-0001

Name (Date of Birth) Title – Year Elected	Principal Occupations During Past Five Years
Mark A. Mitchell (08-24-64) Vice President—2003	Current: Portfolio Manager, Security Investors, LLC Previous: Vice President and Portfolio Manager, Security Benefit Life Insurance Company (2003-2010)
Joseph C. O’Connor (07-15-60) Vice President—2008	Current: Portfolio Manager, Security Investors, LLC Previous: Managing Director, Nationwide Separate Accounts LLC (2003-2008)
Daniel W. Portanova (10-02-60) Vice President—2008	Current: Portfolio Manager, Security Investors, LLC Previous: Managing Director, Nationwide Separate Accounts LLC (2003-2008)
James P. Schier (12-28-57) Vice President – 1998	Current: Senior Portfolio Manager, Security Investors, LLC Previous: Vice President and Senior Portfolio Manager, Security Benefit Life Insurance Company (1998-2010)
David G. Toussaint (10-10-66) Vice President—2005	Current: Portfolio Manager, Security Investors, LLC Previous: Assistant Vice President and Portfolio Manager, Security Benefit Life Insurance Company (2005-2009)

* Officers serve until the next annual meeting or until a successor has been duly elected and qualified.

THE GUGGENHEIM FUNDS SEMI-ANNUAL REPORT  |  19

GUGGENHEIM INVESTMENTS PRIVACY POLICIES

Rydex Funds, Guggenheim Funds, Rydex Investments, Rydex Distributors, Inc., Security Investors, LLC, Security Distributors, Inc. and Rydex Advisory Services (Collectively “Guggenheim Investments”)

Our Commitment to You

When you become a Guggenheim Investments investor, you entrust us with not only your hard-earned money but also with personal and financial information about you. We recognize that your relationship with us is based on trust and that you expect us to act responsibly and in your best interests. Because we have access to this private information about you, we hold ourselves to the highest standards in its safekeeping and use. This means, most importantly, that we do not sell client information to anyone—whether it is your personal information or if you are a current or former Guggenheim Investments client.

The Information We Collect About You

In the course of doing business with shareholders and investors, we collect nonpublic personal information about you. You typically provide personal information when you complete a Guggenheim Investments account application or when you request a transaction that involves Rydex and Guggenheim Investments funds or one of the Guggenheim Investments affiliated companies. “Nonpublic personal information” is personally identifiable private information about you. For example, it includes information regarding your name and address, Social Security or taxpayer identification number, assets, income, account balance, bank account information and investment activity (e.g., purchase and redemption history).

How We Handle Your Personal Information

As emphasized above, we do not sell information about current or former clients or their accounts to third parties. Nor do we share such information, except when necessary to complete transactions at your request or to make you aware of related investment products and services that we offer. Additional details about how we handle your personal information are provided below. To complete certain transactions or account changes that you direct, it may be necessary to provide identifying information to companies, individuals or groups that are not affiliated with Guggenheim Investments. For example, if you ask to transfer assets from another financial institution to Guggenheim Investments, we will need to provide certain information about you to that company to complete the transaction. To alert you to other Guggenheim Investments investment products and services, we may share your information within the Guggenheim Investments family of affiliated companies. This would include, for example, sharing your information within Guggenheim Investments so we can make you aware of new Rydex and Guggenheim Investments funds or the services offered through another Guggenheim Investments affiliated company. In certain instances, we may contract with nonaffiliated companies to perform services for us. Where necessary, we will disclose information we have about you to these third parties. In all such cases, we provide the third party with only the information necessary to carry out its assigned responsibilities and only for that purpose. And we require these third parties to treat your private information with the same high degree of confidentiality that we do. In certain instances, we may share information with other financial institutions regarding individuals and entities in response to the U.S.A. Patriot Act. Finally, we will release information about you if you direct us to do so, if we are compelled by law to do so or in other circumstances permitted by law.

Opt Out Provisions

We do not sell your personal information to anyone. The law allows you to “opt out” of only certain kinds of information sharing with third parties. The firm does not share personal information about you with any third parties that triggers this opt-out right. This means YOU ARE ALREADY OPTED OUT.

How We Protect Privacy Online

Our concern for the privacy of our shareholders also extends to those who use our web site, www.rydex-sgi.com. Our web site uses some of the most secure forms of online communication available, including encryption technology, Secure Socket Layer (SSL) protocol, firewalls and user names and passwords. These technologies provide a high level of security and privacy when you access your account information or initiate online transactions. The Guggenheim Investments web site offers customized features that require our use of “http cookies”—tiny pieces of information that we ask your browser to store. However, we make very limited use of these cookies. We only use cookies for session management and security features on the Guggenheim Investments web site. We do not use them to pull data from your hard drive, to learn your email address, or to view data in cookies created by other web sites. We will not share the information in our cookies or give others access to it. See the legal information area on our web site for more details about web site security and privacy features.

20  |  THE GUGGENHEIM FUNDS SEMI-ANNUAL REPORT

GUGGENHEIM INVESTMENTS PRIVACY POLICIES (concluded)

How We Safeguard Your Personal Information

We restrict access to nonpublic personal information about shareholders to our employees and in some cases to third parties (for example, the service providers described above) as permitted by law. We maintain strict physical, electronic and procedural safeguards that comply with federal standards to guard your nonpublic personal information.

We’ll Keep You Informed

As required by federal law, we will notify shareholders of our privacy policy annually. We reserve the right to modify this policy at any time, but rest assured that if we do change it, we will tell you promptly. You will also be able to access our privacy policy from our web site at www.rydex-sgi.com. Should you have any questions regarding our privacy policy, contact us at 800.820.0888 or 301.296.5100.

THE GUGGENHEIM FUNDS SEMI-ANNUAL REPORT  |  21

One Security Benefit Place

Topeka, Kansas 66636-0001

www.rydex-sgi.com

Rydex Distributors, LLC

SBMCG-SEMI

Item 2. Code of Ethics.

Not required at this time.

Item 3. Audit Committee Financial Expert.

Not required at this time.

Item 4. Principal Accountant Fees and Services.

Not required at this time.

Item 5. Audit Committee of Listed Registrants.

Not applicable.

Item 6. Schedule of Investments.

The Schedule of Investments is included under Item 1 of this form.

Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies.

Not applicable.

Item 8. Portfolio Managers of Closed-end Management Investment Companies

Not applicable

Item 9. Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers.

Not applicable.

Item 10. Submission of Matters to a Vote of Security Holders.

The registrant does not currently have in place procedures by which shareholders may recommend nominees to the registrant’s board.

There have been no changes to the procedures by which shareholders may recommend nominees to the registrant’s board.

Item 11. Controls and Procedures.

(a)     The registrant’s President (principal executive officer) and Treasurer (principal financial officer) have evaluated the registrant’s disclosure controls and procedures within 90 days of this

filing and have concluded that the registrant’s disclosure controls and procedures were effective as of that date in ensuring that information required to be disclosed by the registrant in this Form N-CSR was recorded, processed, summarized, and reported timely.

(b)    The registrant’s principal executive officer and principal financial officer are aware of no change in the registrant’s internal control over financial reporting that occurred during the registrant’s second fiscal quarter covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.

Item 12.	Exhibits.
	(a)(2)	Separate certifications by the President (principal executive officer) and Treasurer (principal financial officer) of the registrant as required by Rule 30a-2(a) under the Act (17 CFR 270.30a-2(a)) are attached.
	(b)	A certification by the registrant’s President (principal executive officer) and Treasurer (principal financial officer) as required by Rule 30a-2(b) under the Act (17 CFR 270.30a-2(b)) is attached.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

(Registrant)                                         Security Mid Cap Growth Fund                

By (Signature and Title)*                  /s/ Donald C. Cacciapaglia                                                 

                                                                              Donald C. Cacciapaglia, President

Date    June 7, 2012                                                                                                                        

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

By (Signature and Title)*                  /s/ Donald C. Cacciapaglia                                                 

                                                                              Donald C. Cacciapaglia, President

Date    June 7, 2012                                                                                                                        

By (Signature and Title)*                  /s/ Nikolaos Bonos                                                             

                                                                              Nikolaos Bonos, Treasurer

Date    June 7, 2012                                                                                                                        

* Print the name and title of each signing officer under his or her signature.