PRE 14A

                                  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 [SEC]240.14a-12

                (Name of Registrant as Specified In Its Charter)

                               RYDEX SERIES FUNDS

    (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.:

        (3)  Filing Party:

        (4)  Date Filed:


                              RYDEX VARIABLE TRUST
                               RYDEX SERIES FUNDS
                               RYDEX DYNAMIC FUNDS

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 21, 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 could be deemed to 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.

         With respect to Rydex Variable Trust, 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 Boards of Trustees of Rydex Variable Trust,
Rydex Series Funds and Rydex Dynamic Funds; 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 Series Funds U.S. Government
Money Market Fund or the Rydex Variable Trust U.S. Government Money Market Fund
(together, the "Money Market Funds"), we are also requesting that you vote to
approve the elimination of each 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 with respect to Rydex Variable
Trust, an 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, Rydex Series Funds and Rydex Dynamic
Funds, 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

                                       ii


OVER THE INTERNET OR BY TELEPHONE SHOULD YOU PREFER TO VOTE BY ONE OF THOSE
METHODS.

                                       iii


                      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 4 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"). Guggenheim Capital, LLC
         ("Guggenheim Capital") currently manages the Investment Adviser and
         certain of its affiliates through an indirect subsidiary. Pursuant to
         the Transaction, Guggenheim Capital has agreed to acquire the
         Investment Adviser and certain affiliated businesses. The Transaction
         could be deemed to 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"), Dorsey, Wright &
         Associates, Inc. ("DWA"), the sub-adviser to certain Funds (the
         "Current DWA Agreements") and American Independence Financial
         Services, LLC ("AIFS"), the sub-adviser to the Long Short Interest
         Rate Strategy Fund (the "Current AIFS Agreement") (collectively, the
         "Current Agreements") unless you approve new substantially identical
         agreements (attached hereto as Appendix B).

         Proposal 5 relates to the election of nine individuals to the Boards
         of Trustees (collectively, the "Board") of Rydex Variable Trust, Rydex
         Series Funds and Rydex Dynamic Funds (the "Trusts"). 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 6 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

                                        i


         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 7 only concerns shareholders of Rydex Series Funds U.S.
         Government Money Market Fund and Rydex Variable Trust U.S. Government
         Money Market Fund (the "Money Market Funds"). Investors in other Funds
         are not asked to vote on the seventh proposal. The seventh proposal
         relates to the proposed elimination of the fundamental investment
         policy on investing in other investment companies to permit the Money
         Market Funds to make changes to their investment program as discussed
         in more detail below. The Money Market Funds' current policies on
         investing in other investment companies is not required and is more
         prohibitive than applicable law requires. The Money Market Funds 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 could potentially
         be deemed 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"), new
         sub-advisory agreements between the Investment Adviser and DWA with
         respect to certain Funds (the "New DWA Agreements"), and a new
         sub-advisory agreement between the Investment Adviser and AIFS with
         respect to the Rydex Series Funds--Long Short Interest Rate Strategy
         Fund (the "New AIFS 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 Capital
         currently manages the Investment Adviser and certain of its affiliates
         through an indirect subsidiary.

                                       ii


         The Boards of Trustees (collectively, the "Board") of Rydex Variable
         Trust, Rydex Series Funds and Rydex Dynamic Funds (the "Trusts")
         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, DWA and AIFS 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, DWA and AIFS (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 fifth 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 sixth 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 Trusts 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 seventh proposal, the 1940 Act requires the Money
         Market Funds' 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 Funds' policy to be able to invest a portion of the Money
         Market Funds' assets in other funds, the Board has reviewed the Money
         Market Funds' 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 Funds.

                                       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 could also be deemed to 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 FUNDS ONLY. WHAT EFFECT WILL THE
         PROPOSED ELIMINATION OF THE MONEY MARKET FUNDS' FUNDAMENTAL INVESTMENT
         POLICIES ON INVESTING IN OTHER INVESTMENT COMPANIES HAVE ON THE MONEY
         MARKET FUNDS?

A.       While this proposal is intended to provide the Money Market Funds with
         flexibility to invest in other funds, the Money Market Funds 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 Funds' 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 Funds
         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 Funds 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
         Funds will continue to seek to maintain a stable $1.00 price per share
         as permitted by current Rule 2a-7.

         Should a 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 5, must be approved by a vote of a majority of the
         outstanding voting securities of that Fund. In addition, with respect
         to the Money Market Funds, the proposed elimination of the Money Market
         Funds' 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 each Money Market Fund. 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 5, 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 A RYDEX VARIABLE TRUST 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 Rydex Variable Trust 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
         Rydex Variable Trust 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
                               RYDEX SERIES FUNDS
                               RYDEX DYNAMIC FUNDS

                       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, Rydex Series Funds and Rydex Dynamic
Funds (each, a "Trust" and collectively, the "Trusts") and each of their
respective series listed on the attached list (each, a "Fund" and collectively,
the "Funds") will be held at the Trusts' 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 A NEW SUB-ADVISORY                      RYDEX SERIES FUNDS--
         AGREEMENT BETWEEN SECURITY INVESTORS,          LONG SHORT INTEREST RATE STRATEGY FUND
         LLC AND AMERICAN INDEPENDENCE
         FINANCIAL SERVICES, LLC, WITH RESPECT TO
         LONG SHORT INTEREST RATE STRATEGY FUND

5        THE APPROVAL OF THE ELECTION OF NOMINEES                       ALL FUNDS
         TO THE BOARD OF TRUSTEES

6.       THE APPROVAL OF A "MANAGER OF                                  ALL FUNDS
         MANAGERS" ARRANGEMENT FOR EACH OF THE
         FUNDS


                                      viii


                                                   
7.       THE APPROVAL OF THE ELIMINATION OF THE                   RYDEX SERIES FUNDS--
         FUNDAMENTAL INVESTMENT POLICY ON                U.S. GOVERNMENT MONEY MARKET FUND
         INVESTING IN OTHER INVESTMENT COMPANIES
                                                                 RYDEX VARIABLE TRUST--
                                                         U.S. GOVERNMENT MONEY MARKET FUND

8.       TO TRANSACT SUCH OTHER BUSINESS AS MAY
         PROPERLY COME BEFORE THE MEETING



         After careful consideration, the Boards of Trustees of the Trusts
unanimously recommend that shareholders vote "FOR" Proposals 1, 2, 3, 4, 5, 6
and 7.

         Shareholders (or, with respect to Rydex Variable Trust, variable
annuity contract or variable life insurance policy ("insurance products")
owners) 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. With respect to Rydex
Variable Trust, 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 Boards 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 Strategy Fund          S&P 500 Pure Value 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               Russell 2000(R) 1.5x Strategy Fund
          Strategy Fund


                                        x




                                                     RYDEX SERIES FUNDS
                                                                                     
      All-Asset Aggressive Strategy Fund                      Internet Fund                             Retailing Fund

    All-Asset Conservative Strategy Fund      Inverse Emerging Markets 2x Strategy Fund      Russell 2000(R) 1.5x Strategy Fund

       All-Asset Moderate Strategy Fund       Inverse Government Long Bond Strategy Fund            Russell 2000(R) Fund

         Alternative Strategies Fund             Inverse High Yield Strategy Fund                      S&P 500 Fund

  Alternative Strategies Allocation Fund           Inverse Mid-Cap Strategy Fund                  S&P 500 Pure Growth Fund

                Banking Fund                     Inverse NASDAQ-100(R) Strategy Fund              S&P 500 Pure Value Fund

            Basic Materials Fund                Inverse Russell 2000(R) Strategy Fund         S&P MidCap 400 Pure Growth Fund

             Biotechnology Fund                     Inverse S&P 500 Strategy Fund              S&P MidCap 400 Pure Value Fund

         Commodities Strategy Fund                     Japan 2x Strategy Fund                S&P SmallCap 600 Pure Growth Fund

           Consumer Products Fund                           Leisure Fund                     S&P SmallCap 600 Pure Value Fund

                Electronics Fund                  Long/Short Commodities Strategy Fund     Strengthening Dollar 2x Strategy Fund

      Emerging Markets 2x Strategy Fund           Long Short Equity Strategy Fund                    Technology Fund

                 Energy Fund                     Long Short Interest Rate Strategy Fund          Telecommunications Fund

            Energy Services Fund                     Managed Futures Strategy Fund                 Transportation Fund

         Europe 1.25x Strategy Fund                   Mid-Cap 1.5x Strategy Fund            U.S. Government Money Market Fund

Event Driven and Distressed Strategies Fund          Multi-Hedge Strategies Fund              U.S. Long Short Momentum Fund

          Financial Services Fund                        NASDAQ-100(R) Fund                           Utilities Fund

  Government Long Bond 1.2x Strategy Fund                    Nova Fund                       Weakening Dollar 2x Strategy Fund

             Health Care Fund                          Precious Metals Fund

        High Yield Strategy Fund                         Real Estate Fund


                                       xi




                               RYDEX DYNAMIC FUNDS
                                             
         Dow 2x Strategy Fund                   Inverse S&P 500 2x Strategy Fund

     Inverse Dow 2x Strategy Fund                 NASDAQ-100(R) 2x Strategy Fund

Inverse NASDAQ-100(R) 2x Strategy Fund           Russell 2000(R) 2x Strategy Fund

 Inverse Russell 2000(R) 2x Strategy Fund           S&P 500 2x Strategy Fund


                                      xii




                                     TABLE OF CONTENTS
                                                                                     
OVERVIEW OF THE PROPOSALS.............................................................  [ ]

    PROPOSALS 1-4: Approval of the New Agreements ....................................  [ ]
         Information Regarding the Transaction .......................................  [ ]
         Section 15(f) of the 1940 Act................................................  [ ]
         Approval of the New Agreements by the Board..................................  [ ]
         Board Considerations in Approving the New Agreements.........................  [ ]
         New Agreements...............................................................  [ ]

    PROPOSAL 5: Approval of the Election of Trustees .................................  [ ]
    PROPOSAL 6: Approval of a "Manager of Managers" Arrangement.......................  [ ]
    PROPOSAL 7: Money Market Funds only--Approval of the Elimination of each
         Fund's Fundamental Investment Policy on Investing in Other Investment
         Companies ...................................................................  [ ]

PROPOSAL 1--THE APPROVAL OF NEW INVESTMENT ADVISORY
    AGREEMENTS WITH RESPECT TO ALL FUNDS .............................................  [ ]
    The Investment Adviser ...........................................................  [ ]
    Material Terms of the New Investment Advisory Agreements .........................  [ ]

BOARD RECOMMENDATION ON PROPOSAL 1....................................................  [ ]
PROPOSAL 2--THE APPROVAL OF NEW SUB-ADVISORY AGREEMENTS  .............................  [ ]
    Information About CLS ............................................................  [ ]
    Material Terms of the CLS Sub-Advisory Agreements ................................  [ ]

BOARD RECOMMENDATION ON PROPOSAL 2....................................................  [ ]
PROPOSAL 3--THE APPROVAL OF NEW SUB-ADVISORY AGREEMENTS  .............................  [ ]
    Information About DWA.............................................................  [ ]
    Material Terms of the DWA Sub-Advisory Agreements ................................  [ ]

BOARD RECOMMENDATION ON PROPOSAL 3....................................................  [ ]
PROPOSAL 4--THE APPROVAL OF A NEW SUB-ADVISORY AGREEMENT .............................  [ ]
    Information About AIFS............................................................  [ ]
    Material Terms of the AIFS Sub-Advisory Agreement.................................  [ ]

BOARD RECOMMENDATION ON PROPOSAL 4....................................................  [ ]
PROPOSAL 5--THE APPROVAL OF THE ELECTION OF TRUSTEES FOR THE TRUST ...................  [ ]
    Information Regarding the Nominees................................................  [ ]
    Board's Consideration of Each Nominee's Qualifications, Experience, Attributes
         or Skills ...................................................................  [ ]
    Principal Officers of the Funds ..................................................  [ ]
    Nominee Ownership of Portfolio Shares ............................................  [ ]
    Board Compensation................................................................  [ ]
    Committees and Meetings of the Board..............................................  [ ]
    Independent Registered Public Accounting Firm ....................................  [ ]

BOARD RECOMMENDATION ON PROPOSAL 5....................................................  [ ]
PROPOSAL 6--THE APPROVAL OF A "MANAGER OF MANAGERS"
    ARRANGEMENT WITH RESPECT TO ALL FUNDS ............................................  [ ]
    "Manager of Managers" Arrangement.................................................  [ ]
    Conditions of the Exemptive Relief................................................  [ ]
    Board Considerations in Approving the "Manager of Managers" Arrangement ..........  [ ]


                                       xiii




                                                                                     
BOARD RECOMMENDATION ON PROPOSAL 6....................................................  [ ]
PROPOSAL 7 - THE APPROVAL OF A CHANGE TO THE FUNDAMENTAL
    INVESTMENT POLICY ON INVESTING IN OTHER INVESTMENT
    COMPANIES WITH RESPECT TO THE MONEY MARKET FUNDS .................................  [ ]
    Proposed Fundamental Investment Policy............................................  [ ]
    Current Fundamental Investment Policy ............................................  [ ]
    Discussion of Proposed Modification...............................................  [ ]

BOARD RECOMMENDATION ON PROPOSAL 7....................................................  [ ]
OTHER BUSINESS .......................................................................  [ ]
ADDITIONAL INFORMATION................................................................  [ ]
    Administrator, Principal Underwriter and Transfer Agent ..........................  [ ]
    Affiliations and Affiliated Brokerage ............................................  [ ]
    Other Information ................................................................  [ ]
    Voting Information ...............................................................  [ ]
    Shareholder Proposals.............................................................  [ ]


                                       xiv




                                               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        DIRECTORS/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        FORM OF NEW SUB-ADVISORY AGREEMENT WITH AMERICAN
                  INDEPENDENCE FINANCIAL SERVICES, LLC ..........................................    N-1


                                       xv


                                                                                               
Appendix O        INFORMATION REGARDING THE SUB-ADVISORY AGREEMENT
                  WITH AMERICAN INDEPENDENCE FINANCIAL SERVICES, LLC AND
                  FEES PAID TO THE SUB-ADVISER...................................................    O-1

Appendix P        DIRECTORS/TRUSTEES/MANAGERS AND OFFICERS OF AMERICAN
                  INDEPENDENCE FINANCIAL SERVICES, LLC ..........................................    P-1

Appendix Q        ADVISORY FEE RATES OF FUNDS WITH SIMILAR INVESTMENT
                  OBJECTIVES ADVISED BY AMERICAN INDEPENDENCE FINANCIAL SERVICES, LLC. ..........    Q-1

Appendix R        OUTSTANDING SHARES.............................................................    R-1

Appendix S        BENEFICIAL OWNERS OF MORE THAN 5% OF A CLASS OF EACH FUND .....................    S-1

Appendix T        NOMINATING COMMITTEE CHARTERS .................................................    T-1



                                       xvi


                              RYDEX VARIABLE TRUST
                               RYDEX SERIES FUNDS
                               RYDEX DYNAMIC FUNDS

                       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 Boards of Trustees (collectively, the "Board") of Rydex Variable
Trust, Rydex Series Funds and Rydex Dynamic Funds (each, a "Trust" and
collectively, the "Trusts"). The proxies are being solicited for use at a
special joint meeting of shareholders of the Trusts to be held at the Trusts'
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 Trusts 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 A NEW SUB-ADVISORY                      RYDEX SERIES FUNDS--
         AGREEMENT BETWEEN SECURITY INVESTORS,          LONG SHORT INTEREST RATE STRATEGY FUND
         LLC AND AMERICAN INDEPENDENCE
         FINANCIAL SERVICES, LLC, WITH RESPECT TO



                                                   
         LONG SHORT INTEREST RATE STRATEGY FUND
         ("PROPOSAL 4")

5.       THE APPROVAL OF THE ELECTION OF NOMINEES                       ALL FUNDS
         TO THE BOARD OF TRUSTEES ("PROPOSAL 5")

6.       THE APPROVAL OF A "MANAGER OF                                  ALL FUNDS
         MANAGERS" ARRANGEMENT FOR EACH OF THE
         FUNDS ("PROPOSAL 6")

7.       THE APPROVAL OF THE ELIMINATION OF THE                   RYDEX SERIES FUNDS--
         FUNDAMENTAL INVESTMENT POLICY ON                U.S. GOVERNMENT MONEY MARKET FUND
         INVESTING IN OTHER INVESTMENT COMPANIES
         ("PROPOSAL 7")                                          RYDEX VARIABLE TRUST--
                                                         U.S. GOVERNMENT MONEY MARKET FUND

8.       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 13, 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 (with respect to each series of Rydex Variable Trust, a 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 of Rydex Variable Trust are available primarily for insurance
products. Rydex Variable 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/rydexsgi.
In addition, with respect to Rydex Variable Trust, Rydex Dynamic Funds, and
Rydex Series Funds (Commodities Strategy Fund, Long/Short Commodities Strategy
Fund, Managed Futures Strategy Fund and Multi-Hedge Strategies Fund only)
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

                                        2


report succeeding such annual report, if any. With respect to Rydex Series Funds
(except for those Funds listed above), shareholders can find important
information about each Fund in the Fund's annual report, dated March 31, 2011,
including financial reports for the fiscal year ended March 31, 2011, 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.

                                        3


                            OVERVIEW OF THE PROPOSALS

                                 PROPOSALS 1 - 4

                         APPROVAL OF THE NEW AGREEMENTS

         Proposals 1 through 4 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, it is possible that
there could be a deemed "change in control" of the Investment Adviser. In that
case, 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 Rydex Variable Trust Amerigo Fund,
Clermont Fund and Select Allocation Fund (the "CLS Funds"); (ii) the Investment
Adviser and Dorsey, Wright & Associates, Inc. ("DWA") with respect to the Rydex
Variable Trust DWA Flexible Allocation Fund and DWA Sector Rotation Fund (the
"DWA Funds"); and (iii) the Investment Adviser and American Independence
Financial Services, LLC ("AIFS") with respect to the Rydex Series Funds Long
Short Interest Rate Strategy Fund (the "AIFS Fund"). 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"), 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") and Proposal 4
relates to the approval by shareholders of a new sub-advisory agreement between
the Investment Adviser and AIFS with respect to the AIFS Fund (the "New AIFS
Agreement") (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

                                        4


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.

         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

                                        5


Investment Adviser and CLS with respect to the CLS Funds (the "Current CLS
Agreements"), the current sub-advisory agreements between the Investment Adviser
and DWA with respect to the DWA Funds (the "Current DWA Agreements") and the
current sub-advisory agreement between the Investment Adviser and AIFS with
respect to the AIFS Fund (the "Current AIFS Agreement") (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 with the Investment
Adviser, or maintaining the current ownership structure pending further
discussions.

                          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

                                        6


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 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, DWA and AIFS (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

                                        7


(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; (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

                                        8


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', DWA's
and AIFS' sub-advisory fees were reasonable and the result of arm's length
negotiation. At the Special Board Meetings, the Board 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, DWA and its
affiliates under the DWA Agreements, AIFS and its affiliates under the New AIFS
Agreement, and from other relationships between the Funds and CLS, DWA and AIFS
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 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, New DWA Agreements and New
AIFS Agreement, at the 2011 Renewal Meeting, the Board received and considered
information regarding the character and amount of other incidental benefits CLS,
DWA and AIFS might receive as a result of its relationship with the CLS Funds,
DWA Funds and AIFS Fund,

                                        9


respectively, including their soft dollar practices, if any. The Board concluded
that, taking into account any incidental benefits CLS, DWA and AIFS might
receive, the terms of the Current CLS Agreements, the Current DWA Agreements and
the Current AIFS Agreement, including the compensation to be paid thereunder,
were reasonable. At its Special Board Meetings, the Board considered other
benefits to CLS, DWA, AIFS 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, DWA and AIFS were not parties
to the Transaction.

                                   PROPOSAL 5

                              ELECTION OF TRUSTEES

         Proposal 5 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 Trusts or until retirement, removal, or his office is terminated
pursuant to the Trusts' Declarations 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. 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 6

                 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

                                       10


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 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 7

        MONEY MARKET FUNDS ONLY--APPROVAL OF THE ELIMINATION OF THE FUNDS'
    FUNDAMENTAL INVESTMENT POLICY ON INVESTING IN OTHER INVESTMENT COMPANIES

         In addition to considering the New Investment Advisory Agreements in
Proposals 1 through 4, shareholders of the Rydex Series Funds U.S. Government
Money Market Fund and the Rydex Variable Trust U.S. Government Money Market
Fund (the "Money Market Funds") also are being asked to consider the approval of
the elimination of the Money Market Funds' current fundamental investment
policies 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 Funds' current fundamental investment policies on investing in
other investment companies is unnecessary. This proposal is motivated by the
decision to change the Money Market Funds' 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 Funds. The Money Market
Funds' current policies restrict unnecessarily the Money Market Funds' ability
to invest in other investment companies so the Investment Adviser proposed, and
the Board agreed, to eliminate each Fund's policy on investing in other
investment companies. Accordingly, Proposal 5 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 Funds to invest in
other investment companies. Proposal 5 is unrelated to Proposals 1 through 4.
The Investment Adviser believes that it could be appropriate, when market
conditions warrant, for the Money Market Funds to invest in other money market
funds. The Investment Adviser also believes that this change could improve
yield and could permit the Funds to have exposure to new attractive investment
opportunities. The Money Market Funds will remain subject to strict regulatory
requirements that apply to money market funds.

                                       11


                 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.

                                       12


               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 deemed
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 Trusts 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

                                       13


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

                                       14


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

                                       15


             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.

                                       16


         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

                                       17


             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

                                       18


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 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.

                                       19


                       BOARD RECOMMENDATION ON PROPOSAL 3

              THE TRUSTEES UNANIMOUSLY RECOMMEND THAT SHAREHOLDERS
                     OF THE DWA FUNDS VOTE "FOR" PROPOSAL 3

                                       20


              PROPOSAL 4--THE APPROVAL OF NEW SUB-ADVISORY AGREEMENT
                                WITH RESPECT TO:

                     LONG SHORT INTEREST RATE STRATEGY FUND

         As discussed above, Proposal 4 relates to the approval by shareholders
of the New AIFS Agreement between the Investment Adviser and AIFS with respect
to Long Short Interest Rate Strategy Fund. You are being asked to vote
separately on Proposal 4 solely if you own the AIFS Fund. A form of the New AIFS
Agreement is attached in Appendix N.

         The terms of the New AIFS Agreement are identical to those of the
Current AIFS Agreement, except with respect to the date of execution.
Consequently, upon shareholder approval, AIFS will continue to render
substantially the same services to the AIFS Fund under the New AIFS Agreement
that it currently renders to the AIFS Fund under the Current AIFS Agreement.

         The Current AIFS Agreement 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 AIFS Agreement will terminate. Thereafter,
subject to shareholder approval, the New AIFS Agreement will go into effect. If
for some reason the Transaction does not occur, the Current AIFS Agreement will
not automatically terminate and will remain in effect, and the New AIFS
Agreement will not be entered into, even if it has been approved by Fund
shareholders.

         The effectiveness of Proposal 4 is also contingent on the approval of
Proposal 1 by shareholders of the AIFS Fund.

                             INFORMATION ABOUT AIFS

         American Independence Financial Services, LLC, located at 335 Madison
Avenue, Mezzanine, New York, New York 10017, currently serves as sub-adviser to
Long Short Interest Rate Strategy Fund pursuant to the Current AIFS Agreement.
Information regarding the Current AIFS 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 AIFS, is provided in Appendix O. 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
AIFS is set forth in Appendix P. A list of the Trustees and officers of the
Trust who hold positions with AIFS also is set forth in Appendix P. In addition,
set forth in Appendix Q is a list of other registered investment companies with
similar investment objectives as the AIFS Fund, for which AIFS acts as
investment manager, adviser or sub-adviser.

                                       21


                MATERIAL TERMS OF THE AIFS SUB-ADVISORY AGREEMENT

         The following summary of the New AIFS Agreement between the Investment
Adviser and AIFS summarizes its material terms and is qualified in its entirety
by reference to such New AIFS Agreement, a form of which is attached in Appendix
N.

         DUTIES OF AIFS. Under the Current AIFS Agreement and the New AIFS
Agreement, each between the Investment Adviser and AIFS (collectively, the "AIFS
Sub-Advisory Agreements"), AIFS, subject to the supervision of the Investment
Adviser and the Board, acts as research provider for and provides certain
investment advice for the management of the assets of the AIFS Fund, all in
accordance with the investment objective and policies of such Fund as reflected
in the current prospectus and statement of additional information as may be
adopted from time to time by the Board. In accordance with applicable
requirements, AIFS 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 AIFS Sub-Advisory Agreements provide that
AIFS shall indemnify the Investment Adviser and the Trust, and their respective
officers and trustees, for any liability and expenses, including reasonable
attorneys' fees, which may be sustained as a result of AIFS' willful
misfeasance, bad faith or gross negligence, or the reckless disregard of its
obligations and duties under the AIFS Sub-Advisory Agreements. The AIFS
Sub-Advisory Agreements also provide that the Investment Adviser shall indemnify
AIFS and its officers and members for any liability and expenses, including
reasonable attorneys' fees, which may be sustained as a result of the AIFS'
performance of its obligations hereunder, except where such liability or expense
results from the AIFS' willful misfeasance, bad faith or gross negligence, or
the reckless disregard of the its obligations and duties under the AIFS
Sub-Advisory Agreements.

         TERM AND CONTINUANCE. Under their terms, the AIFS 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 the AIFS 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 AIFS Sub-Advisory Agreements may be terminated with
respect to the AIFS Fund, at any time without the payment of any penalty upon
30-60 days' written notice, either by the Investment Adviser or the Trust, or
upon 60 days' written notice by AIFS. Additionally, each AIFS 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 4

              THE TRUSTEES UNANIMOUSLY RECOMMEND THAT SHAREHOLDERS
                     OF THE AIFS FUNDS VOTE "FOR" PROPOSAL 4

                                       22


       PROPOSAL 5--THE APPROVAL OF THE ELECTION OF TRUSTEES FOR ALL FUNDS

         Proposal 5 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 Trusts' Declarations 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 senior member of management of
Guggenheim's investment management business, and who is proposed to 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 Trusts' Nominating Committee, which is responsible for
identifying, evaluating and nominating individuals to serve as trustees of the
Trusts, 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 Trusts, 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 Growth Fund and SBL Fund. The mailing address of each
nominee is 805 King Farm Boulevard, Suite 600, Rockville, Maryland 20850.

                                       23




---------------------------------------------------------------------------------------------------------------------------------
                                                                                                  NUMBER OF
                                                                                                 PORTFOLIOS
                          POSITION(S) HELD WITH                                                   IN FUND
                           THE TRUSTS, TERM OF                                                    COMPLEX             OTHER
     NAME, ADDRESS        OFFICE AND LENGTH OF              PRINCIPAL OCCUPATION(S)               OVERSEEN        DIRECTORSHIPS
  AND AGE OF TRUSTEE          TIME SERVED                     DURING PAST 5 YEARS                BY TRUSTEE       HELD BY TRUSTEE
---------------------------------------------------------------------------------------------------------------------------------
                                                           INTERESTED TRUSTEES*
---------------------------------------------------------------------------------------------------------------------------------
                                                                                                    
Donald C.                Nominee                  Guggenheim Investments:                            [ ]              None
Cacciapaglia ([age])*                             President and Chief Administrative Officer
                                                  from February 2010 to present

                                                  Channel Capital Group Inc.: Chairman and
                                                  CEO from [month] 2002 to [ ]
---------------------------------------------------------------------------------------------------------------------------------
Richard M. Goldman       Trustee and President    Security Benefit Corporation: Senior               [ ]              None
(50)**                   from 2009 to present     Vice 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
---------------------------------------------------------------------------------------------------------------------------------


                                       24




---------------------------------------------------------------------------------------------------------------------------------
                                                                                                  NUMBER OF
                                                                                                 PORTFOLIOS
                          POSITION(S) HELD WITH                                                   IN FUND
                           THE TRUSTS, TERM OF                                                    COMPLEX             OTHER
     NAME, ADDRESS        OFFICE AND LENGTH OF              PRINCIPAL OCCUPATION(S)               OVERSEEN        DIRECTORSHIPS
  AND AGE OF TRUSTEE          TIME SERVED                     DURING PAST 5 YEARS                BY TRUSTEE       HELD BY TRUSTEE
---------------------------------------------------------------------------------------------------------------------------------
                                                                                                    
                                                  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        Rydex Variable Trust:    Retired; President and Senior Vice                 [ ]        None
(65)                     Trustee from 2003 to     President of Schield Management Company
                         present; Member of the   (registered investment adviser) from 2003
                         Audit Committee from     to 2006
                         2003 to present; and
                         Member of the
                         Governance and
                         Nominating Committees
                         from 2005 to present

                         Rydex Series Funds:
                         Trustee from 1993 to
                         present; and Member
                         of the Audit and
                         Governance and
                         Nominating Committees
                         from 1995 to present

                         Rydex Dynamic Funds:
                         Trustee and Member of
                         the Audit, Governance
                         and Nominating
                         Committees from 1999
                         to present
---------------------------------------------------------------------------------------------------------------------------------
J. Kenneth Dalton        Rydex Variable Trust:    Retired                                            [ ]        Trustee of
(70)                     Trustee from 2003 to                                                                   Epiphany Funds
                         present; Member and                                                                    since 2009
                         Chairman of the Audit
                         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

                         Rydex Series Funds:
                         Trustee from 1995 to
                         present; Member of
                         the Governance and
                         Nominating Committees
                         from 1995 to present;
                         Chairman of the Audit
                         Committee from 1997
                         to present; and
                         Member of the Risk
                         Oversight Committee
                         from 2010 to present

                         Rydex Dynamic Funds:
                         Trustee and Member of
                         the Governance and
                         Nominating Committees
                         from 1999 to present;
                         Chairman of the Audit
                         Committee from 2006 to
                         present; and Member of
                         the Risk Oversight
                         Committee from 2010
                         to present
---------------------------------------------------------------------------------------------------------------------------------
John O. Demaret (71)     Rydex Variable Trust:    Retired                                            [ ]        None
                         Trustee from 2003 to
                         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

                         Rydex Series Funds:
                         Trustee from 1997 to
                         present; Chairman of
                         the Board from 2006
                         to present; Member
                         of the Audit Committee
                         from 1997 to present;
                         and Member of the Risk
                         Oversight Committee
                         from 2010 to present

                         Rydex Dynamic Funds:
                         Chairman of the Board
                         from 2006 to present;
                         Trustee and Member of
                         the Audit Committee
                         from 1999 to present;
                         and Member of Risk
                         Oversight Committee
                         from 2010 to present
---------------------------------------------------------------------------------------------------------------------------------
Werner E. Keller (71)    Rydex Variable Trust:    Founder and President of Keller Partners,          [ ]        None
                         Vice Chairman of the     LLC (registered investment adviser) from
                         Board of Trustee from    2005 to present; and Retired from 2001 to
                         2010 to present;         2005
                         Trustee and Member
                         of the Audit and
                         Governance and
                         Nominating Committees
                         from 2005 to present;
                         and Chairman and
                         Member of Risk
                         Oversight Committee
                         from 2010 to present

                         Rydex Series Funds:
                         Vice Chairman of the
                         Board of Trustees
                         from 2010 to present;
                         Trustee and Member
                         of the Audit and
                         Governance and
                         Nominating
---------------------------------------------------------------------------------------------------------------------------------


                                       25




---------------------------------------------------------------------------------------------------------------------------------
                                                                                                  NUMBER OF
                                                                                                 PORTFOLIOS
                          POSITION(S) HELD WITH                                                    IN FUND
                           THE TRUSTS, TERM OF                                                    COMPLEX             OTHER
     NAME, ADDRESS        OFFICE AND LENGTH OF              PRINCIPAL OCCUPATION(S)               OVERSEEN        DIRECTORSHIPS
  AND AGE OF TRUSTEE         TIME SERVED                      DURING PAST 5 YEARS                BY TRUSTEE       HELD BY TRUSTEE
---------------------------------------------------------------------------------------------------------------------------------
                                                                                                    
                         Committees from
                         2005 to present and
                         Chairman and Member
                         of the Risk Oversight
                         Committee from 2010
                         to present

                         Rydex Dynamic Funds:
                         Vice Chairman of the
                         Board of Trustee from
                         2010 to present and
                         Trustee since 2005;
                         Member of the Audit,
                         Governance, and
                         Nominating Committees
                         from 2005 to present;
                         and Chairman and
                         Member of the Risk
                         Oversight Committee
                         from 2010 to present
---------------------------------------------------------------------------------------------------------------------------------
Thomas F. Lydon          Rydex Variable Trust:    President of Global Trends Investments             [ ]        Board of
(51)                     Trustee and Member of    (registered investment adviser) from 1996                     Directors of US
                         the Audit and            to present                                                    Global Investors
                         Governance and                                                                         (GROW) since
                         Nominating Committees                                                                  April 1995
                         from 2005 to present

                         Rydex Series Funds:
                         Trustee and Member
                         of the Audit,
                         Governance and
                         Nominating Committees
                         from 2005 to present.

                         Rydex Dynamic Funds:
                         Trustee and Member
                         of the Audit,
                         Governance, and
                         Nominating Committees
                         from 2005 to present
---------------------------------------------------------------------------------------------------------------------------------
Patrick T. McCarville    Rydex Variable Trust:    Retired. Chief Executive Officer of Par            [ ]        None
(69)                     Trustee from 2003 to     Industries, Inc., d/b/a Par Leasing from
                         present; Member of       1977 to 2010
                         the Audit Committee
                         from 2003 to present;
                         and Chairman of the
                         Governance and
                         Nominating Committees
                         from 2005 to present

                         Rydex Series Funds:
                         Trustee from 1997 to
                         present; Chairman of
                         the Governance and
                         Nominating Committees
                         from 1997 to present;
                         and Member of the Audit
                         Committee from 1997
                         to present.

                         Rydex Dynamic Funds:
                         Trustee, Chairman of
                         the Governance and
                         Nominating Committees
                         and Member of the
                         Audit Committee from
                         1999 to present
---------------------------------------------------------------------------------------------------------------------------------
Roger Somers (67)        Rydex Variable Trust:    Founder and Chief Executive Officer of             [ ]        None
                         Trustee from 2003 to     Arrow Limousine from 1965 to present
                         present; Member of
                         the Audit Committee
                         from 2003 to present;
                         and Member of the
                         Governance and
                         Nominating Committees
                         from 2005 to present

                         Rydex Series Funds:
                         Trustee from 1993 to
                         present; and Member
                         of the Audit and
                         Governance and
                         Nominating Committees
                         from 1995 to present.

                         Rydex Dynamic Funds:
                         Trustee and Member
                         of the Audit,
                         Governance, and
                         Nominating Committees
                         from 1999 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 Trusts have determined its leadership structure is appropriate given the
specific characteristics and circumstances of the Trusts. The Trusts made this
determination in consideration of, among other things, the fact that the
Chairman of the Board is an Independent Trustee; the fact that only two of the
proposed nominees are "interested persons" of the Trusts; the fact that the
chairperson of each Committee of the Board is an Independent Trustee; the amount
of assets under management in the Trusts; and the number of Funds (and classes
of shares) overseen by the Board. The Board also believes that its leadership
structure facilitates the orderly and efficient flow of information to the
Independent Trustees from Fund management.

                                       26


       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
Trusts 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 Operating 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 [ ].
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 and Nominating and Governance
Committees of each Trust. In addition to his experience as a Trustee for the
Funds 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.

                                       27


         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 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

                                       28


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 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.

                         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
                                                                                                            PORTFOLIOS
                          POSITION(S) HELD WITH                                                              IN FUND
     NAME, ADDRESS         THE TRUST, TERM OF                                                                COMPLEX
      AND AGE OF          OFFICE AND LENGTH OF                      PRINCIPAL OCCUPATION(S)                  OVERSEEN
     TRUSTEE/OFFICER          TIME SERVED                             DURING PAST 5 YEARS                   BY OFFICER
-----------------------------------------------------------------------------------------------------------------------
                                                                                                     
Richard M. Goldman       President from 2009      Current: Senior Vice President, Security Benefit            [ ]
(50)                     to present               Corporation; CEO, Security Benefit Asset Management
                                                  Holdings, LLC; CEO, President & Manager Representative,
                                                  Security Investors, LLC; CEO & Manager,
-----------------------------------------------------------------------------------------------------------------------


                                       29




-----------------------------------------------------------------------------------------------------------------------
                                                                                                             NUMBER OF
                                                                                                            PORTFOLIOS
                          POSITION(S) HELD WITH                                                              IN FUND
     NAME, ADDRESS         THE TRUST, TERM OF                                                                COMPLEX
      AND AGE OF          OFFICE AND LENGTH OF                      PRINCIPAL OCCUPATION(S)                  OVERSEEN
     TRUSTEE/OFFICER          TIME SERVED                             DURING PAST 5 YEARS                   BY OFFICER
-----------------------------------------------------------------------------------------------------------------------
                                                                                                       
                                                  Rydex Holdings, LLC; CEO, President, & Manager, Rydex
                                                  Distributors, LLC; Manager, Rydex Fund Services, LLC;
                                                  and President, 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         Rydex Variable Trust:    Current: President, Security Benefit Asset Management         [ ]
(41)                     Trustee from 2005 to     Holdings, LLC; Senior Vice President, Security Investors,
                         2009; Vice President     LLC; President & Chief Investment Officer, Rydex
                         from 2003 to present.    Holdings, LLC; Director & Chairman of the Board, Advisor
                                                  Research Center, Inc.; and Manager, Rydex Specialized
                         Rydex Series Funds:      Products, LLC.
                         Vice President from
                         1999 to present;         Previous: Rydex Distributors, LLC (f/k/a Rydex
                         Trustee from 2005 to     Distributors, Inc.), Vice President (2009); Rydex Fund
                         2009                     Services, LLC, Director (2009-2010), Secretary (2002-
                                                  2010), Executive Vice President (2002-2006); Rydex
                         Rydex Dynamic Funds:     Advisors, LLC (f/k/a PADCO Advisors, Inc.), Director
                         Vice President from      (2008-2010), Chief Investment Officer (2006-2010),
                         2005 to present;         President (2004-2010); Secretary (2002-2010); Rydex
                         Trustee from 2005        Advisors II, LLC (f/k/a PADCO Advisors II, Inc.),
                         to 2009                  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).
-----------------------------------------------------------------------------------------------------------------------
Nick Bonos (47)          Rydex Variable Trust:    Current: Senior Vice President, Security Investors, LLC;      [ ]
                         Vice President and       Chief Executive Officer & Manager, Rydex Specialized
                         Treasurer from 2003      Products, LLC; Chief Executive Officer & President,
                         to present               Rydex Fund Services, LLC; Vice President, Rydex
                                                  Holdings, LLC; Treasurer, SBL Fund; Security Equity
                         Rydex Series Funds:      Fund; Security Income Fund; Security Large Cap Value
                         Vice President and       Fund & Security Mid Cap Growth Fund; and Vice
                         Treasurer from 2003      President, Security Benefit Asset Management Holdings,
                         to present.              LLC.

                         Rydex Dynamic Funds:     Previous: Security Global Investors, LLC, Senior Vice
                         Vice President and       President (2010-2011); Rydex Advisors, LLC (f/k/a
                         Treasurer from 2003
                         to present
-----------------------------------------------------------------------------------------------------------------------


                                       30




-----------------------------------------------------------------------------------------------------------------------
                                                                                                             NUMBER OF
                                                                                                            PORTFOLIOS
                          POSITION(S) HELD WITH                                                              IN FUND
     NAME, ADDRESS         THE TRUST, TERM OF                                                                COMPLEX
      AND AGE OF          OFFICE AND LENGTH OF                      PRINCIPAL OCCUPATION(S)                  OVERSEEN
     TRUSTEE/OFFICER          TIME SERVED                             DURING PAST 5 YEARS                   BY OFFICER
-----------------------------------------------------------------------------------------------------------------------
                                                                                                       
                                                  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        Rydex Variable Trust:    Current: Chief Compliance Officer & Secretary, SBL            [ ]
(44)                     Chief Compliance         Fund; Security Equity Fund; Security Income Fund;
                         Officer from 2004        Security Large Cap Value Fund & Security Mid Cap
                         to present; and          Growth Fund; Vice President, Rydex Holdings, LLC; Vice
                         Secretary from 2003      President, Security Benefit Asset Management Holdings,
                         to present               LLC; and Senior Vice President & Chief Compliance
                                                  Officer, Security Investors, LLC
                         Rydex Series Funds:
                         Chief Compliance         Previous: Security Global Investors, LLC, Senior Vice
                         Officer from 2004 to     President (2010-2011); Rydex Advisors, LLC (f/k/a
                         present; and Secretary   PADCO Advisors, Inc.) and Rydex Advisors II, LLC (f/k/a
                         from 2000 to present.    PADCO Advisors II, Inc.), Chief Compliance Officer and
                                                  Senior Vice President (2010-2011); Rydex Capital Partners
                         Rydex Dynamic Funds:     I, LLC & Rydex Capital Partners II, LLC, Chief
                         Chief Compliance         Compliance Officer (2006-2007); and Rydex Fund
                         Officer from 2004        Services, LLC (f/k/a Rydex Fund Services, Inc.), Vice
                         to present; and          President (2001-2006).
                         Secretary from 2000
                         to present
-----------------------------------------------------------------------------------------------------------------------
Joseph Arruda (44)       Rydex Variable Trust:    Current: Assistant Treasurer, SBL Fund; Security Equity       [ ]
                         Assistant Treasurer      Fund; Security Income Fund; Security Large Cap Value
                         from 2006 to present     Fund & Security Mid Cap Growth Fund; Vice President,
                                                  Security Investors, LLC; and Chief Financial Officer &
                         Rydex Series Funds:      Manager, Rydex Specialized Products, LLC.
                         Assistant Treasurer
                         from 2006 to present.    Previous: Security Global Investors, LLC, Vice President
                                                  (2010-2011); and Rydex Advisors, LLC (f/k/a PADCO
                         Rydex Dynamic Funds:     Advisors, Inc.) & Rydex Advisors II, LLC (f/ka/ PADCO
                         Assistant Treasurer      Advisors II, Inc.), Vice President (2004-2011).
                         from 2006 to present.
-----------------------------------------------------------------------------------------------------------------------
Keith Fletcher (53)      Rydex Variable Trust:    Current: Senior Vice President, Security Investors, LLC;      [ ]
                         Vice President from      Vice President, Rydex Holdings, LLC; Vice President,
                         2009 to present          Rydex Specialized Products, LLC; Vice President, Rydex
                                                  Distributors, LLC; Vice President, Rydex Fund Services,
                         Rydex Series Funds:      LLC; Vice President and Director, Advisor Research
                         Vice President from      Center, Inc.; and Vice President, SBL Fund; Security
                         2009 to present          Equity Fund; Security Income Fund; Security Large Cap
                                                  Value Fund & Security Mid Cap Growth Fund.
                         Rydex Dynamic Funds:
                         Vice President from      Previous: Security Global Investors, LLC, Vice President
                         2009 to present          (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);
-----------------------------------------------------------------------------------------------------------------------


                                       31




-----------------------------------------------------------------------------------------------------------------------
                                                                                                            NUMBER OF
                                                                                                            PORTFOLIOS
                          POSITION(S) HELD WITH                                                              IN FUND
     NAME, ADDRESS         THE TRUST, TERM OF                                                                COMPLEX
      AND AGE OF          OFFICE AND LENGTH OF                      PRINCIPAL OCCUPATION(S)                  OVERSEEN
     TRUSTEE/OFFICER          TIME SERVED                             DURING PAST 5 YEARS                   BY OFFICER
-----------------------------------------------------------------------------------------------------------------------
                                                                                                       
                                                  and Fletcher Financial Group, Inc., Chief Executive
                                                  Officer (2004-2007).
-----------------------------------------------------------------------------------------------------------------------
Amy Lee (49)             Rydex Variable Trust:    Current: Senior Vice President & Secretary, Security          [ ]
                         Vice President and       Investors, LLC; Secretary & Chief Compliance Officer,
                         Assistant Secretary      Security Distributors, Inc.; Vice President, Associate
                         from 2009 to present     General Counsel & Assistant Secretary, Security Benefit
                                                  Life Insurance Company and Security Benefit Corporation;
                         Rydex Series Funds:      Associate General Counsel, First Security Benefit Life
                         Vice President and       Insurance and Annuity of New York; Vice President &
                         Assistant Secretary      Secretary, SBL Fund; Security Equity Fund; Security
                         from 2009 to present     Income Fund; Security Large Cap Value Fund & Security
                                                  Mid Cap Growth Fund; Vice President & Secretary, Rydex
                         Rydex Dynamic Funds:     Holdings, LLC Secretary, Advisor Research Center, Inc.,
                         Vice President and       Rydex Specialized Products, LLC, Rydex Distributors,
                         Assistant Secretary      LLC and Rydex Fund Services, LLC; and Assistant
                         from 2009 to present     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.



--------------------------------------------------------------------------------------------------------------------------
                                                                                                       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       Rydex Series Funds--Managed Futures Strategy Fund        $1 - $10,000        $50,001 - $100,000
                      ----------------------------------------------------------------------------
                           Rydex Series Funds--Long/Short Commodities         $10,001 - $50,000
                                          Strategy Fund
                      ----------------------------------------------------------------------------
                       Rydex Series Funds--U.S. Long Short Momentum Fund         $1 - $10,000
                      ----------------------------------------------------------------------------
                      Rydex Series Funds--All-Asset Moderate Strategy Fund     $10,001 - 50,000
-------------------------------------------------------------------------------------------------------------------------


                                       32




--------------------------------------------------------------------------------------------------------------------------
                                                                                                       AGGREGATE DOLLAR
                                                                                                    RANGE OF SHARES IN ALL
                                                                               DOLLAR RANGE OF         FUNDS OVERSEEN BY
         NAME                              FUND NAME                            FUND SHARES(1)           NOMINEE (1,2)
--------------------------------------------------------------------------------------------------------------------------
                                                                                            
J. Kenneth Dalton            Rydex Series Funds--U.S. Government Money        $10,001 - $50,000       $10,001 - $50,000
                                          Market Fund
-------------------------------------------------------------------------------------------------------------------------
John O. Demaret                   Rydex Series Funds--Energy Fund             $10,001 - $50,000         Over $100,000
                      ----------------------------------------------------------------------------
                            Rydex Series Funds--Financial Services Fund       $50,001 - $100,000
                      ----------------------------------------------------------------------------
                                 Rydex Series Funds--Utilities Fund           $10,001 - $50,000
-------------------------------------------------------------------------------------------------------------------------
Thomas F. Lydon, Jr.                         None                                    None                    None
-------------------------------------------------------------------------------------------------------------------------
Werner E. Keller         Rydex Dynamic Funds--NASDAQ(R) 2x Strategy Fund         $1 - $10,000         Over $100,000
                      ----------------------------------------------------------------------------
                              Rydex Dynamic Funds--Russell 2000(R) 2x            $1 - $10,000
                                         Strategy Fund
                      ----------------------------------------------------------------------------
                            Rydex Series Funds--U.S. Government Money           Over $100,000
                                          Market Fund
-------------------------------------------------------------------------------------------------------------------------
Patrick T. McCarville              Rydex Series Funds--Nova Fund              $10,001 - $50,000      $50,001 - $100,000
                      ---------------------------------------------------------------------------------------------------
                        Rydex Series Funds--U.S. Long Short Momentum Fund     $50,001 - $100,000
-------------------------------------------------------------------------------------------------------------------------
Roger J. Somers          Rydex Dynamic Funds--NASDAQ(R) 2x Strategy Fund      $50,001 - $100,000        Over $100,000
                      ----------------------------------------------------------------------------
                             Rydex Dynamic Funds--NASDAQ-100(R) 2x            $50,001 - $100,000
                                         Strategy Fund
                      ----------------------------------------------------------------------------
                          Rydex Series Funds--Commodities Strategy Fund       $10,001 - $50,000
                      ----------------------------------------------------------------------------
                             Rydex Series Funds--Russell 2000(R) 1.5x         $50,001 - $100,000
                                         Strategy Fund
                      ----------------------------------------------------------------------------
                         Rydex Series Funds--Mid-Cap 1.5x Strategy Fund          Over $100,000
                      ----------------------------------------------------------------------------
                                 Rydex Series Funds--Nova Fund                $50,001 - $100,000
                      ----------------------------------------------------------------------------
                                Rydex Series Funds--Energy Fund               $50,001 - $100,000
                      ----------------------------------------------------------------------------
                          Rydex Series Funds--Financial Services Fund         $50,001 - $100,000
                      ----------------------------------------------------------------------------
                            Rydex Series Funds--Basic Materials Fund          $50,001 - $100,000
                      ----------------------------------------------------------------------------
                            Rydex Series Funds--Energy Services Fund             Over $100,000
                      ----------------------------------------------------------------------------
                             Rydex Series Funds--S&P MidCap 400 Pure           $10,001 - $50,000
                                          Growth Fund
                      ----------------------------------------------------------------------------
                        Rydex Series Funds--U.S. Long Short Momentum Fund      $10,001 - $50,000
-------------------------------------------------------------------------------------------------------------------------


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. [Please confirm.]

                                       33


                               BOARD COMPENSATION

         The following table sets forth compensation paid by Rydex Variable
Trust for the fiscal year ended December 31, 2010.



-----------------------------------------------------------------------------------------------------------
                                                         PENSION OR
                                                         RETIREMENT          ESTIMATED            TOTAL
                                   AGGREGATE          BENEFITS ACCRUED        ANNUAL          COMPENSATION
                                 COMPENSATION        AS PART OF TRUST'S    BENEFITS UPON        FROM FUND
      NAME OF TRUSTEE             FROM TRUST              EXPENSES          RETIREMENT          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
-----------------------------------------------------------------------------------------------------------


*   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.

         The following table sets forth compensation paid by Rydex Dynamic Funds
for the fiscal year ended December 31, 2010.



-----------------------------------------------------------------------------------------------------------
                                                         PENSION OR
                                                         RETIREMENT          ESTIMATED            TOTAL
                                   AGGREGATE          BENEFITS ACCRUED        ANNUAL          COMPENSATION
                                 COMPENSATION        AS PART OF TRUST'S    BENEFITS UPON        FROM FUND
      NAME OF TRUSTEE             FROM TRUST              EXPENSES          RETIREMENT          COMPLEX *
-----------------------------------------------------------------------------------------------------------
                                                                                    
INTERESTED TRUSTEE
-----------------------------------------------------------------------------------------------------------
Richard Goldman**                     $0                    $0                  $0                 $0
-----------------------------------------------------------------------------------------------------------
INDEPENDENT TRUSTEES
-----------------------------------------------------------------------------------------------------------
Corey A. Colehour                    $9,900                 $0                  $0              $162,000
-----------------------------------------------------------------------------------------------------------
J. Kenneth Dalton                   $10,600                 $0                  $0              $174,000
-----------------------------------------------------------------------------------------------------------
John O. Demaret                     $12,300                 $0                  $0              $202,000
-----------------------------------------------------------------------------------------------------------
Werner E. Keller                     $9,900                 $0                  $0              $163,500
-----------------------------------------------------------------------------------------------------------
Thomas F. Lydon                      $9,800                 $0                  $0              $161,000
-----------------------------------------------------------------------------------------------------------
Patrick T. McCarville               $10,200                 $0                  $0              $168,000
-----------------------------------------------------------------------------------------------------------
Roger J. Somers                      $9,900                 $0                  $0              $162,000
-----------------------------------------------------------------------------------------------------------


*   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.

                                       34


         With respect to Long/Short Commodities Strategy Fund, Managed Futures
Strategy Fund, Multi-Hedge Strategies Fund and Commodities Strategy Fund, the
following table sets forth compensation paid by Rydex Series Funds for the
fiscal year ended December 31, 2010.



-----------------------------------------------------------------------------------------------------------
                                                        PENSION OR
                                                        RETIREMENT           ESTIMATED            TOTAL
                                  AGGREGATE          BENEFITS ACCRUED         ANNUAL          COMPENSATION
                                COMPENSATION         AS PART OF TRUST'S    BENEFITS UPON        FROM FUND
      NAME OF TRUSTEE            FROM TRUST              EXPENSES            RETIREMENT         COMPLEX *
-----------------------------------------------------------------------------------------------------------
                                                                                    
INTERESTED TRUSTEES
-----------------------------------------------------------------------------------------------------------
Richard Goldman**                   $0                     $0                   $0                 $0
-----------------------------------------------------------------------------------------------------------
INDEPENDENT TRUSTEES
-----------------------------------------------------------------------------------------------------------
Corey A. Colehour                   $[ ]                   $0                   $0              $162,000
-----------------------------------------------------------------------------------------------------------
J. Kenneth Dalton                   $[ ]                   $0                   $0              $174,000
-----------------------------------------------------------------------------------------------------------
John O. Demaret                     $[ ]                   $0                   $0              $202,000
-----------------------------------------------------------------------------------------------------------
Werner E. Keller                    $[ ]                   $0                   $0              $163,500
-----------------------------------------------------------------------------------------------------------
Thomas F. Lydon                     $[ ]                   $0                   $0              $161,000
-----------------------------------------------------------------------------------------------------------
Patrick T. McCarville               $[ ]                   $0                   $0              $168,000
-----------------------------------------------------------------------------------------------------------
Roger J. Somers                     $[ ]                   $0                   $0              $162,000
-----------------------------------------------------------------------------------------------------------


*   Represents total compensation for service as Trustee of Rydex Series Funds,
    Rydex ETF Trust, Rydex Dynamic Funds, and Rydex Variable Trust.
**  Mr. Goldman is an Interested Trustee, as that term is defined in the 1940
    Act by virtue of his affiliation with the Advisor. He does not receive
    compensation from the Funds.

         With respect to all other series of Rydex Series Funds, the following
table sets forth compensation paid by Rydex Series Funds for the fiscal year
ended March 31, 2011.



-----------------------------------------------------------------------------------------------------------
                                                         PENSION OR
                                                         RETIREMENT          ESTIMATED            TOTAL
                                   AGGREGATE          BENEFITS ACCRUED        ANNUAL          COMPENSATION
                                 COMPENSATION        AS PART OF TRUST'S    BENEFITS UPON        FROM FUND
      NAME OF TRUSTEE             FROM TRUST              EXPENSES          RETIREMENT          COMPLEX *
-----------------------------------------------------------------------------------------------------------
                                                                                    
INTERESTED TRUSTEES
-----------------------------------------------------------------------------------------------------------
Richard Goldman**                   $0                      $0                  $0                 $0
-----------------------------------------------------------------------------------------------------------
INDEPENDENT TRUSTEES
-----------------------------------------------------------------------------------------------------------
Corey A. Colehour                   $[ ]                    $0                  $0              $147,000
-----------------------------------------------------------------------------------------------------------
J. Kenneth Dalton                   $[ ]                    $0                  $0              $159,000
-----------------------------------------------------------------------------------------------------------
John O. Demaret                     $[ ]                    $0                  $0              $187,000
-----------------------------------------------------------------------------------------------------------
Werner E. Keller                    $[ ]                    $0                  $0              $150,000
-----------------------------------------------------------------------------------------------------------
Thomas F. Lydon                     $[ ]                    $0                  $0              $147,000
-----------------------------------------------------------------------------------------------------------
Patrick T. McCarville               $[ ]                    $0                  $0              $153,000
-----------------------------------------------------------------------------------------------------------
Roger J. Somers                     $[ ]                    $0                  $0              $147,000
-----------------------------------------------------------------------------------------------------------


*   Represents total compensation for service as Trustee of Rydex Series Funds,
    Rydex ETF Trust, Rydex Dynamic Funds, and Rydex Variable Trust.
**  Mr. Goldman is an Interested Trustee, as that term is defined in the 1940
    Act by virtue of his affiliation with the Advisor. He does not receive
    compensation from the Funds.

                                       35


                      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
Trusts' business. The Board held 4 regular meetings, and 2 special meetings,
during the Trusts' 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 Trusts currently do 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 Trusts. 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 Trusts' 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 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 Trusts' service providers that
are material to the Trusts as a whole, and management's responses to any such
reports; reviewing the Trusts' audited financial statements and considering any
significant disputes between the Trusts' management and the independent
registered public accounting firm that arose in connection with the preparation
of those financial statements; considering, in consultation with the independent
registered public accounting firm and the Trusts' senior internal accounting
executive, the independent registered public accounting firm's report on the
adequacy of the Trusts' internal financial controls; reviewing, in consultation
with the Trusts' independent registered public accounting firm, major changes
regarding auditing and accounting principles and practices to be followed when
auditing the Trusts' financial statements; and other audit related matters.
Messrs. Colehour, Dalton, Demaret, Keller, Lydon, McCarville and Somers serve 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 Trusts, 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 Trusts; (iii) considering and making
recommendations to the Board concerning the compensation of the Independent
Trustees, the Independent Chairman of the

                                       36


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 Trusts. 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 T. The role of the Nominating Committee is to identify,
evaluate and nominate individuals to serve as trustees of the Trusts including,
shareholder recommendations for nominations to fill vacancies on the Board. The
Nominating Committee does not currently have specific procedures in place to
consider nominees recommended by shareholders, but would consider such nominees
if submitted in accordance with Rule 14a-8 of the Securities Exchange Act of
1934 in conjunction 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.

        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 Trusts 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 Trusts and to the Investment Adviser and its affiliates for the
two most recently completed fiscal years of the Trusts is provided below. The
Audit Committee is responsible for the engagement,

                                       37


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 Trusts or described under "Audit-Related Fees," "Tax
Fees," and "All Other Fees" were approved by the Audit Committee pursuant to the
de minimis exception to the pre-approval requirements.

         The following table sets forth the aggregate fees billed by Ernst &
Young for professional services rendered to the Trusts during the two most
recent fiscal years.



-----------------------------------------------------------------------------------------------------------
                         RYDEX VARIABLE       RYDEX DYNAMIC         RYDEX SERIES           RYDEX SERIES
                             TRUST                FUNDS               FUNDS--            FUNDS--ALL OTHER
                                                                    LONG/SHORT                 FUNDS
                                                                   COMMODITIES
                                                                 STRATEGY, MANAGED
                                                                 FUTURES STRATEGY,
                                                                   MULTI-HEDGE
                                                                  STRATEGIES AND
                                                                   COMMODITIES
                                                                  STRATEGY FUNDS
-----------------------------------------------------------------------------------------------------------
                                                                         
AUDIT FEES             12/31/10: $984,960    12/31/10: $146,000    12/31/10: $71,123    3/31/11: $960,156
                       12/31/09: $991,250    12/31/09: $150,000    12/31/09: $80,155    3/31/10: $935,845
-----------------------------------------------------------------------------------------------------------
AUDIT-RELATED FEES     12/31/10: $21,465     12/31/10: $2,961      12/31/10: $1,480     3/31/11: $20,899
                       12/31/09: $35,625     12/31/09: $5,000      12/31/09: $2,500     3/31/10: $31,875
-----------------------------------------------------------------------------------------------------------
TAX FEES               12/31/10: $0          12/31/10: $0          12/31/10: $0         3/31/11: $0
                       12/31/09: $0          12/31/09: $0          12/31/09: $0         3/31/10: $0
-----------------------------------------------------------------------------------------------------------
ALL OTHER FEES         12/31/10: $0          12/31/10: $0          12/31/10: $0         3/31/11: $0
                       12/31/09: $0          12/31/09: $0          12/31/09: $0         3/31/10: $0
-----------------------------------------------------------------------------------------------------------
AGGREGATE NON-         12/31/10: $0          12/31/10: $0          12/31/10: $3,241     3/31/11: $43,759
AUDIT FEES             12/31/09: $0          12/31/09: $0          12/31/09: $5,172     3/31/10: $69,828
-----------------------------------------------------------------------------------------------------------


         AUDIT FEES. The aggregate fees billed by Ernst & Young for audit of the
annual financial statements in connection with statutory and regulatory filings.

         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).

         TAX FEES. The aggregate tax fees billed by Ernst & Young for
professional services rendered for tax compliance, tax advice, and tax planning,
including preparation of tax returns and distribution assistance.

         ALL OTHER FEES. The aggregate fees billed by Ernst & Young for products
and services provided by Ernst & Young to the Funds, other than the services
reported above.

                                       38


         AGGREGATE NON-AUDIT FEES. The aggregate non-audit fees were for tax
fees billed by Ernst & Young for professional services rendered for tax
compliance, tax advice, and tax planning, including preparation of tax returns
and distribution assistance. All non-audit services rendered were pre-approved
by the Audit Committee. As such, the Audit Committee has considered these
services in maintaining Ernst & Young's independence.

                       BOARD RECOMMENDATION ON PROPOSAL 5

                     THE TRUSTEES UNANIMOUSLY RECOMMEND THAT
                    SHAREHOLDERS OF THE FUNDS VOTE "FOR" THE
                            ELECTION OF EACH NOMINEE

                                       39


               PROPOSAL 6--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 among multiple sub-adviser(s); (d) monitor and
evaluate the investment performance of the

                                       40


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 Adviser by the Fund pursuant to the
investment advisory agreement would continue to require shareholder approval.

                                       41


         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 6

                     THE TRUSTEES UNANIMOUSLY RECOMMEND THAT
                 SHAREHOLDERS OF THE FUNDS VOTE "FOR" PROPOSAL 6

                                       42


         PROPOSAL 7--THE APPROVAL OF THE ELIMINATION OF THE FUNDAMENTAL
          INVESTMENT POLICY ON INVESTING IN OTHER INVESTMENT COMPANIES
                     WITH RESPECT TO THE MONEY MARKET FUNDS

         Proposal 7 relates to the elimination of the fundamental investment
policy on investing in other investment companies for each 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 Funds' current fundamental
investment policies on investing in other investment companies is unnecessary.

                     PROPOSED FUNDAMENTAL INVESTMENT POLICY

It is proposed that each 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 each 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 Funds 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 Funds' yield and performance.

         As a shareholder of another investment company, each 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, each Money Market Fund would
continue to comply with other provisions of the 1940 Act relating to investments
in other investment companies. In addition, each 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

                                       43


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 a 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 7

              THE TRUSTEES UNANIMOUSLY RECOMMEND THAT SHAREHOLDERS
                 OF EACH MONEY MARKET FUND VOTE "FOR" PROPOSAL 7

                                       44


                                 OTHER BUSINESS

         The Trustees do not know of any matters to be presented at the Meeting
other than those set forth in this Joint Proxy Statement. If other business
should properly come before the Meeting, proxies will be voted in accordance
with the judgment of the persons named in the accompanying proxy.

                             ADDITIONAL INFORMATION

             ADMINISTRATOR, PRINCIPAL UNDERWRITER AND TRANSFER AGENT

         The principal underwriter/distributor of the Trusts is Rydex
Distributors, LLC, located at 805 King Farm Boulevard, Suite 600, Rockville,
Maryland 20850, an affiliate of the Investment Adviser because it is commonly
held with the Investment Adviser (and will remain under common control after the
Transaction). Rydex Fund Services, LLC (the "Administrator"), also an affiliate
of the Investment Adviser, is located at 805 King Farm Boulevard, Suite 600,
Rockville, Maryland 20850 and provides general administrative, shareholder,
dividend disbursement, transfer agent and registrar services to the Funds.
Information regarding the fees paid by each Fund to the Distributor and the
Administrator during the previous fiscal year is provided in Appendix C.

         The Transaction could also be deemed to affect the control of the
Distributor and the Administrator because they are commonly held with the
Investment Adviser. However, shareholder approval is not required in order for
the Distributor and the Administrator to continue providing services to the
Funds after the closing of the Transaction. The Board has been assured that
there will be no material change in the nature or quality of the services
provided by the Distributor and the Administrator to each Fund due to the change
in control.

                      AFFILIATIONS AND AFFILIATED BROKERAGE

         During the Funds' most recent fiscal year, the Funds paid no
commissions on portfolio brokerage transactions to brokers who may be deemed to
be affiliated persons of the Funds, the Investment Adviser, or affiliated
persons of such persons ("Affiliated Brokers").

                                OTHER INFORMATION

         Proxy materials, reports and other information filed by the Funds can
be inspected and copied at the Public Reference Facilities maintained by the SEC
at 100 F Street, NE, Washington, DC 20549. The SEC maintains an Internet web
site (at http://www.sec.gov), which contains other information about the Funds.

                               VOTING INFORMATION

         PROXY SOLICITATION. The principal solicitation of proxies will be by
the mailing of this Joint Proxy Statement on or about October 13, 2011, but
proxies may also be solicited by telephone and/or in person by representatives
of the Trusts, regular employees of the Investment Adviser or its affiliate(s),
or The Altman Group, a private proxy services firm. If we have not received your
vote as the date of the Meeting approaches, you may receive a telephone call
from

                                       45


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 the Record Date 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. With respect to
Rydex Variable Trust, 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 5), abstentions and broker non-votes
will effectively be a vote against those Proposals. Abstentions and broker
non-votes will have no effect on Proposal 5, for which the required vote is a
plurality of a Trust's shares voting.

         If a quorum is not present at the Meeting, or if a quorum is present at
the Meeting but sufficient votes to approve the Proposals are not received, or
if other matters arise requiring shareholder attention, the persons named as
proxy agents may propose one or more adjournments of the Meeting to permit
further solicitation of proxies. Any such adjournment will require the
affirmative vote of a majority of those shares present at the Meeting or
represented by proxy. The persons named as proxies will vote those proxies that
they are entitled to vote "FOR" a Proposal in favor of such an adjournment, and
will vote those proxies required to be voted "AGAINST" a Proposal, against such
an adjournment.

         Information regarding the number of issued and outstanding shares of
each Fund as of the Record Date is provided in Appendix R, 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 S.

         The person(s) named as proxies on the enclosed proxy card will vote in
accordance with your directions, if your proxy is received properly executed. If
we receive your proxy, and it is executed properly, but you give no voting
instructions with respect to any proposal, your shares

                                       46


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 5)
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 5, 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 4 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 6, 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 7, should shareholders of
one of the Money Market Fund not approve the proposal to amend the Money Market
Fund's fundamental policy on investing in other investment companies, the Money
Market Fund's fundamental investment policy on investing in other investment
companies would continue to apply unchanged.

         SHAREHOLDERS SHARING THE SAME ADDRESS. As permitted by law, only one
copy of this Joint Proxy Statement may be delivered to shareholders residing at
the same address, unless such shareholders have notified the Trusts of their
desire to receive multiple copies of the shareholder reports and proxy
statements that each Trust sends. If you would like to receive an additional
copy, please contact the Trusts by writing to the Trusts' address, or by calling
the telephone number shown on the front page of this Joint Proxy Statement. The
Trusts will then promptly deliver, upon request, a separate copy of this Joint
Proxy Statement to any shareholder residing at an address to which only one copy
was mailed. Shareholders wishing to receive separate

                                       47


copies of the Trusts' shareholder reports and proxy statements in the future,
and shareholders sharing an address that wish to receive a single copy if they
are receiving multiple copies, should also send a request as indicated.

                              SHAREHOLDER PROPOSALS

         The Trusts are organized as statutory trusts under the laws of
Delaware. As such, the Trusts are not required to, and do not, hold annual
shareholder meetings. Nonetheless, the Board may call a special meeting of
shareholders for action by shareholder vote as may be required by the 1940 Act
or as required or permitted by each Trust's Declaration of Trust and By-Laws.
Shareholders who wish to present a proposal for action at a future meeting
should submit a written proposal to the Secretary of the Trust, c/o Rydex
Variable Trust, Rydex Series Funds or Rydex Dynamic Funds, 805 King Farm
Boulevard, Suite 600, Rockville, Maryland 20850 for inclusion in a future proxy
statement. Shareholder proposals to be presented at any future meeting of a
Trust must be received by the Trust in writing within a reasonable amount of
time before the Trust solicits proxies for that meeting, in order to be
considered for inclusion in the proxy materials for that meeting. Whether a
proposal is included in a proxy statement will be determined in accordance with
applicable federal and state laws. Shareholders retain the right to request that
a meeting of the shareholders be held for the purpose of considering matters
requiring shareholder approval.

TO ENSURE THE PRESENCE OF A QUORUM AT THE SPECIAL MEETING, PROMPT EXECUTION AND
RETURN OF THE ENCLOSED PROXY IS REQUESTED. A SELF-ADDRESSED, POSTAGE-PAID
ENVELOPE IS ENCLOSED FOR YOUR CONVENIENCE, ALONG WITH INSTRUCTIONS ON HOW TO
VOTE OVER THE INTERNET OR BY TELEPHONE SHOULD YOU PREFER TO VOTE BY ONE OF THOSE
METHODS.

                                             By Order of the Boards of Trustees,

                                             Sincerely,

                                             Richard M. Goldman
                                             President

                                       48


                                   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 [ ], 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 75225, 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

                   FORMS 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%


                                      B-11




FUND                                     RATE          FUND                                  RATE
-----------------------------------------------      --------------------------------------------
                                                                                   
Multi-Hedge Strategies                  1.15%          DWA Flexible Allocation Fund         1.00%


*    Denotes Funds that have not yet commenced operations.

                                      B-12


                               ADVISORY AGREEMENT

         ADVISORY AGREEMENT made as of this [ ] day of [ ], 2011 by and between
RYDEX SERIES FUNDS (the "Trust"), a Delaware statutory trust registered as an
investment company under the Investment Company Act of 1940, as amended (the
"1940 Act"), and SECURITY INVESTORS, LLC, a Kansas limited liability company,
with its principal place of business at 805 King Farm Boulevard, Suite 600,
Rockville, Maryland 20850 (the "Adviser").

                               W I T N E S S E T H

         WHEREAS, the Board of Trustees (the "Board") of the Trust has selected
the Adviser to act as investment adviser to the Trust on behalf of the series
set forth on Schedule A to this Agreement (each a "Fund" and, collectively, the
"Funds"), as such Schedule may be amended from time to time upon mutual
agreement of the parties, and to provide certain related services, as more fully
set forth below, and to perform such services under the terms and conditions
hereinafter set forth;

         NOW, THEREFORE, in consideration of the mutual covenants and benefits
set forth herein, the Trust and the Adviser do hereby agree as follows:

         1.     THE ADVISER'S SERVICES.

                (a)    Discretionary Investment Management Services. The Adviser
         shall act as investment adviser with respect to the Funds. In such
         capacity, the Adviser shall, subject to the supervision of the Board,
         regularly provide the Funds with investment research, advice and
         supervision and shall furnish continuously an investment program for
         the Funds, consistent with the respective investment objectives and
         policies of each Fund. The Adviser shall determine, from time to time,
         what securities shall be purchased for the Funds, what securities shall
         be held or sold by the Funds and what portion of the Funds' assets
         shall be held uninvested in cash, subject always to the provisions of
         the Trust's Declaration of Trust, By-Laws and its registration
         statement on Form N-1A (the "Registration Statement") under the 1940
         Act, and under the Securities Act of 1933, as amended (the "1933 Act"),
         covering Fund shares, as filed with the Securities and Exchange
         Commission (the "Commission"), and to the investment objectives,
         policies and restrictions of the Funds, as each of the same shall be
         from time to time in effect. To carry out such obligations, the Adviser
         shall exercise full discretion and act for the Funds in the same manner
         and with the same force and effect as the Funds themselves might or
         could do with respect to purchases, sales or other transactions, as
         well as with respect to all other such things necessary or incidental
         to the furtherance or conduct of such purchases, sales or other
         transactions. No reference in this Agreement to the Adviser having full
         discretionary authority over each Fund's investments shall in any way
         limit the right of the Board, in its sole discretion, to establish or
         revise policies in connection with the management of a Fund's assets or
         to otherwise exercise its right to control the overall management of a
         Fund.

                (b)    Compliance. The Adviser agrees to comply with the
         requirements of the 1940 Act, the Investment Advisers Act of 1940 (the
         "Advisers Act"), the 1933 Act, the

                                      B-13


         Securities Exchange Act of 1934, as amended (the "1934 Act"), the
         Commodity Exchange Act and the respective rules and regulations
         thereunder, as applicable, as well as with all other applicable federal
         and state laws, rules, regulations and case law that relate to the
         services and relationships described hereunder and to the conduct of
         its business as a registered investment adviser. The Adviser also
         agrees to comply with the objectives, policies and restrictions set
         forth in the Registration Statement, as amended or supplemented, of the
         Funds, and with any policies, guidelines, instructions and procedures
         approved by the Board and provided to the Adviser. In selecting each
         Fund's portfolio securities and performing the Adviser's obligations
         hereunder, the Adviser shall cause the Fund to comply with the
         diversification and source of income requirements of Subchapter M of
         the Internal Revenue Code of 1986, as amended (the "Code"), for
         qualification as a regulated investment company. The Adviser shall
         maintain compliance procedures that it reasonably believes are adequate
         to ensure its compliance with the foregoing. No supervisory activity
         undertaken by the Board shall limit the Adviser's full responsibility
         for any of the foregoing.

                (c)    Proxy Voting. The Board has the authority to determine
         how proxies with respect to securities that are held by the Funds shall
         be voted, and the Board has initially determined to delegate the
         authority and responsibility to vote proxies for the Funds' securities
         to the Adviser. So long as proxy voting authority for the Funds has
         been delegated to the Adviser, the Adviser shall exercise its proxy
         voting responsibilities. The Adviser shall carry out such
         responsibility in accordance with any instructions that the Board shall
         provide from time to time, and at all times in a manner consistent with
         Rule 206(4)-6 under the Advisers Act and its fiduciary responsibilities
         to the Trust. The Adviser shall provide periodic reports and keep
         records relating to proxy voting as the Board may reasonably request or
         as may be necessary for the Funds to comply with the 1940 Act and other
         applicable law. Any such delegation of proxy voting responsibility to
         the Adviser may be revoked or modified by the Board at any time.

                (d)    Recordkeeping. The Adviser shall not be responsible for
         the provision of administrative, bookkeeping or accounting services to
         the Funds, except as otherwise provided herein or as may be necessary
         for the Adviser to supply to the Trust or its Board the information
         required to be supplied under this Agreement.

                The Adviser shall maintain separate books and detailed records
         of all matters pertaining to Fund assets advised by the Adviser
         required by Rule 31a-1 under the 1940 Act (other than those records
         being maintained by any administrator, custodian or transfer agent
         appointed by the Funds) relating to its responsibilities provided
         hereunder with respect to the Funds, and shall preserve such records
         for the periods and in a manner prescribed therefore by Rule 31a-2
         under the 1940 Act (the "Fund Books and Records"). The Fund Books and
         Records shall be available to the Board at any time upon request, shall
         be delivered to the Trust upon the termination of this Agreement and
         shall be available without delay during any day the Trust is open for
         business.

                (e)    Holdings Information and Pricing. The Adviser shall
         provide regular reports regarding Fund holdings, and shall, on its own
         initiative, furnish the Trust and its Board from time to time with
         whatever information the Adviser believes is appropriate

                                      B-14


         for this purpose. The Adviser agrees to immediately notify the Trust if
         the Adviser reasonably believes that the value of any security held by
         a Fund may not reflect fair value. The Adviser agrees to provide any
         pricing information of which the Adviser is aware to the Trust, its
         Board and/or any Fund pricing agent to assist in the determination of
         the fair value of any Fund holdings for which market quotations are not
         readily available or as otherwise required in accordance with the 1940
         Act or the Trust's valuation procedures for the purpose of calculating
         the Fund net asset value in accordance with procedures and methods
         established by the Board.

                (f)    Cooperation with Agents of the Trust. The Adviser agrees
         to cooperate with and provide reasonable assistance to the Trust, any
         Trust custodian or foreign subcustodians, any Trust pricing agents and
         all other agents and representatives of the Trust, such information
         with respect to the Funds as they may reasonably request from time to
         time in the performance of their obligations, provide prompt responses
         to reasonable requests made by such persons and establish appropriate
         interfaces with each so as to promote the efficient exchange of
         information and compliance with applicable laws and regulations.

         2.     CODE OF ETHICS. The Adviser has adopted a written code of ethics
that it reasonably believes complies with the requirements of Rule 17j-1 under
the 1940 Act, which it will provide to the Trust. The Adviser shall ensure that
its Access Persons (as defined in the Adviser's Code of Ethics) comply in all
material respects with the Adviser's Code of Ethics, as in effect from time to
time. Upon request, the Adviser shall provide the Trust with a (i) a copy of the
Adviser's current Code of Ethics, as in effect from time to time, and (ii)
certification that it has adopted procedures reasonably necessary to prevent
Access Persons from engaging in any conduct prohibited by the Adviser's Code of
Ethics. Annually, the Adviser shall furnish a written report, which complies
with the requirements of Rule 17j-1, concerning the Adviser's Code of Ethics to
the Trust. The Adviser shall respond to requests for information from the Trust
as to violations of the Code of Ethics by Access Persons and the sanctions
imposed by the Adviser. The Adviser shall immediately notify the Trust of any
material violation of the Code of Ethics, whether or not such violation relates
to a security held by any Fund.

         3.     INFORMATION AND REPORTING. The Adviser shall provide the Trust
and its respective officers with such periodic reports concerning the
obligations the Adviser has assumed under this Agreement as the Trust may from
time to time reasonably request.

                (a)    Notification of Breach/Compliance Reports. The Adviser
         shall notify the Trust immediately upon detection of (i) any material
         failure to manage any Fund in accordance with its investment objectives
         and policies or any applicable law; or (ii) any material breach of the
         Funds' or the Adviser's policies, guidelines or procedures. In
         addition, the Adviser shall provide a quarterly report regarding each
         Fund's compliance with its investment objectives and policies,
         applicable law, including, but not limited to the 1940 Act and
         Subchapter M of the Code, and the Fund's policies, guidelines or
         procedures as applicable to the Adviser's obligations under this
         Agreement. The Adviser agrees to correct any such failure promptly and
         to take any action that the Board may reasonably request in connection
         with any such breach. Upon request, the Adviser shall also provide the
         officers of the Trust with supporting certifications in connection with

                                      B-15


         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-16


         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, and distribution fees and
expenses paid by the Fund under any distribution plan adopted pursuant to Rule
12b-1 under the 1940 Act.

                                      B-17


         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 aeffect or prejudice the rights of the Adviser or
         the Trust to use the name "Rydex".

                (e)    Insurance. The Adviser maintains errors and omissions
         insurance coverage in an appropriate amount and shall provide prior
         written notice to the Trust (i) of any material changes in its
         insurance policies or insurance coverage; or (ii) if any material
         claims will be made on its insurance policies. Furthermore, the Adviser
         shall upon reasonable request provide the Trust with any information it
         may reasonably require concerning the amount of or scope of such
         insurance.

                                      B-18


                (f)    No Detrimental Agreement. The Adviser represents and
         warrants that it has no arrangement or understanding with any party,
         other than the Trust, that would influence the decision of the Adviser
         with respect to its selection of securities for a Fund, and that all
         selections shall be done in accordance with what is in the best
         interest of the Fund.

                (g)    Conflicts. The Adviser shall act honestly, in good faith
         and in the best interests of the Trust including requiring any of its
         personnel with knowledge of Fund activities to place the interest of
         the Funds first, ahead of their own interests, in all personal trading
         scenarios that may involve a conflict of interest with the Funds,
         consistent with its fiduciary duties under applicable law.

                (h)    Representations. The representations and warranties in
         this Section 7 shall be deemed to be made on the date this Agreement is
         executed and at the time of delivery of the quarterly compliance report
         required by Section 3(a), whether or not specifically referenced in
         such report.

         8.     THE NAME "RYDEX". The Adviser grants to the Trust a license to
use the name "Rydex" (the "Name") as part of the name of any Fund. The foregoing
authorization by the Adviser to the Trust to use the Name as part of the name of
any Fund is not exclusive of the right of the Adviser itself to use, or to
authorize others to use, the Name; the Trust acknowledges and agrees that, as
between the Trust and the Adviser, the Adviser has the right to use, or
authorize others to use, the Name. The Trust shall (1) only use the Name in a
manner consistent with uses approved by the Adviser; (2) use its best efforts to
maintain the quality of the services offered using the Name; (3) adhere to such
other specific quality control standards as the Adviser may from time to time
promulgate. At the request of the Adviser, the Trust will (a) submit to Adviser
representative samples of any promotional materials using the Name; and (b)
change the name of any Fund within three months of its receipt of the Adviser's
request, or such other shorter time period as may be required under the terms of
a settlement agreement or court order, so as to eliminate all reference to the
Name and will not thereafter transact any business using the Name in the name of
any Fund; provided, however, that the Trust may continue to use beyond such date
any supplies of prospectuses, marketing materials and similar documents that the
Trust had at the date of such name change in quantities not exceeding those
historically produced and used in connection with such Fund.

         9.     ADVISER'S COMPENSATION. The Funds shall pay to the Adviser, as
compensation for the Adviser's services hereunder, a fee, determined as
described in Schedule A that is attached hereto and made a part hereof. Such fee
shall be computed daily and paid not less than monthly in arrears by the Funds.

         The method for determining net assets of a Fund for purposes hereof
shall be the same as the method for determining net assets for purposes of
establishing the offering and redemption prices of Fund shares as described in
the Funds' prospectus(es). In the event of termination of this Agreement, the
fee provided in this Section shall be computed on the basis of the period ending
on the last business day on which this Agreement is in effect subject to a pro
rata

                                      B-19


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-20


         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-21


         17.    JURISDICTION. This Agreement shall be governed by and construed
in accordance with the substantive laws of state of Delaware and the Adviser
consents to the jurisdiction of courts, both state or federal, in Delaware, with
respect to any dispute under this Agreement.

         18.    PARAGRAPH HEADINGS. The headings of paragraphs contained in this
Agreement are provided for convenience only, form no part of this Agreement and
shall not affect its construction.

         19.    COUNTERPARTS. This Agreement may be executed simultaneously in
two or more counterparts, each of which shall be deemed an original, but all of
which together shall constitute one and the same instrument.

         IN WITNESS WHEREOF, the parties hereto have caused this instrument to
be signed on their behalf by their duly authorized officers as of the date first
above written.

                                      RYDEX SERIES FUNDS, on behalf of each Fund
                                      listed on Schedule A

                                      By:     _______________________________
                                              Name: Richard M. Goldman
                                              Title: President

                                      SECURITY INVESTORS, LLC

                                      By:     _______________________________
                                              Name: Richard M. Goldman
                                              Title: Chief Executive Officer

                                      B-22


                                   SCHEDULE A
                                     TO THE
                               ADVISORY AGREEMENT
                             DATED [ ], 2011 BETWEEN
                               RYDEX SERIES FUNDS
                                       AND
                             SECURITY INVESTORS, LLC

         The Trust will pay to the Adviser as compensation for the Adviser's
services rendered, a fee, computed daily at an annual rate based on the average
daily net assets of the respective Fund in accordance the following fee
schedule:



FUND                                    RATE           FUND                                 RATE
-------------------------------------------------------------------------------------------------
                                                                                   
Nova                                    0.75%          Consumer Products                    0.85%
-------------------------------------------------------------------------------------------------
Inverse S&P 500 Strategy                0.90%          Electronics                          0.85%
-------------------------------------------------------------------------------------------------
NASDAQ-100(R)                           0.75%          Energy Services                      0.85%
-------------------------------------------------------------------------------------------------
Inverse NASDAQ-100(R) Strategy          0.90%          Financial Services                   0.85%
-------------------------------------------------------------------------------------------------
Mid-Cap 1.5x Strategy                   0.90%          Health Care                          0.85%
-------------------------------------------------------------------------------------------------
Russell 2000(R) 1.5x Strategy           0.90%          Internet                             0.85%
-------------------------------------------------------------------------------------------------
Government Long Bond 1.2x Strategy      0.50%          Leisure                              0.85%
-------------------------------------------------------------------------------------------------
Europe 1.25x Strategy                   0.90%          Precious Metals                      0.75%
-------------------------------------------------------------------------------------------------
S&P 500 Pure Value                      0.75%          Real Estate                          0.85%
-------------------------------------------------------------------------------------------------
S&P 500 Pure Growth                     0.75%          Retailing                            0.85%
-------------------------------------------------------------------------------------------------
S&P Mid-Cap 400 Pure Value              0.75%          Technology                           0.85%
-------------------------------------------------------------------------------------------------
S&P Mid-Cap 400 Pure Growth             0.75%          Telecommunications                   0.85%
-------------------------------------------------------------------------------------------------
Inverse Mid-Cap Strategy                0.90%          Transportation                       0.85%
-------------------------------------------------------------------------------------------------
S&P Small-Cap 600 Pure Value            0.75%          Utilities                            0.85%
-------------------------------------------------------------------------------------------------
S&P Small-Cap 600 Pure Growth           0.75%          Commodities Strategy                 0.75%
-------------------------------------------------------------------------------------------------
Inverse Russell 2000(R) Strategy        0.90%          U.S. Long Short Momentum             0.90%
-------------------------------------------------------------------------------------------------
Strengthening Dollar 2x Strategy        0.90%          S&P 500                              0.75%
-------------------------------------------------------------------------------------------------
Weakening Dollar 2x Strategy            0.90%          Russell 2000(R)                      0.75%
-------------------------------------------------------------------------------------------------
U.S. Government Money Market            0.50%          Inverse International 2x Strategy*   0.75%
-------------------------------------------------------------------------------------------------
High Yield Strategy                     0.75%          All-Asset Moderate Strategy          0.00%
-------------------------------------------------------------------------------------------------
International 2x Strategy*              0.75%          All-Asset Aggressive Strategy        0.00%
-------------------------------------------------------------------------------------------------
Long/Short Commodities Strategy         0.90%          Alternative Strategies Allocation    0.00%
-------------------------------------------------------------------------------------------------
                                                       Event Driven and Distressed
Multi-Hedge Strategies                  1.15%          Strategies                           0.90%
-------------------------------------------------------------------------------------------------
Banking                                 0.85%          Alternative Strategies               0.90%
-------------------------------------------------------------------------------------------------
Basic Materials                         0.85%          Long Short Equity Strategy           0.90%
-------------------------------------------------------------------------------------------------
Biotechnology                           0.85%          Long Short Interest Rate Strategy    0.75%
-------------------------------------------------------------------------------------------------
Managed Futures Strategy                0.90%          Japan 2x Strategy                    0.75%
-------------------------------------------------------------------------------------------------
Inverse High Yield Strategy             0.75%          Emerging Markets 2x Strategy         0.90%
-------------------------------------------------------------------------------------------------
Energy                                  0.85%          Inverse Emerging Markets 2x          0.90%
-------------------------------------------------------------------------------------------------


                                      B-23




FUND                                    RATE           FUND                                 RATE
-------------------------------------------------------------------------------------------------
                                                                                  
                                                       Strategy
-------------------------------------------------------------------------------------------------
Inverse Government Long Bond Strategy   0.90%          Global Managed Futures
-------------------------------------------------------------------------------------------------
All-Asset Conservative Strategy         0.00%          Strategy Fund*                      [1.00%]
-------------------------------------------------------------------------------------------------


*    Denotes Funds that have not yet commenced operations.

                                      B-24


                               ADVISORY AGREEMENT

         ADVISORY AGREEMENT made as of this [ ] day of [ ], 2011 by and between
RYDEX DYNAMIC FUNDS (the "Trust"), a Delaware statutory trust registered as an
investment company under the Investment Company Act of 1940, as amended (the
"1940 Act"), and SECURITY INVESTORS, LLC, a Kansas limited liability company,
with its principal place of business at 805 King Farm Boulevard, Suite 600,
Rockville, Maryland 20850 (the "Adviser").

                               W I T N E S S E T H

         WHEREAS, the Board of Trustees (the "Board") of the Trust has selected
the Adviser to act as investment adviser to the Trust on behalf of the series
set forth on Schedule A to this Agreement (each a "Fund" and, collectively, the
"Funds"), as such Schedule may be amended from time to time upon mutual
agreement of the parties, and to provide certain related services, as more fully
set forth below, and to perform such services under the terms and conditions
hereinafter set forth;

         NOW, THEREFORE, in consideration of the mutual covenants and benefits
set forth herein, the Trust and the Adviser do hereby agree as follows:

         1.     THE ADVISER'S SERVICES.

                (a)    Discretionary Investment Management Services. The Adviser
         shall act as investment adviser with respect to the Funds. In such
         capacity, the Adviser shall, subject to the supervision of the Board,
         regularly provide the Funds with investment research, advice and
         supervision and shall furnish continuously an investment program for
         the Funds, consistent with the respective investment objectives and
         policies of each Fund. The Adviser shall determine, from time to time,
         what securities shall be purchased for the Funds, what securities shall
         be held or sold by the Funds and what portion of the Funds' assets
         shall be held uninvested in cash, subject always to the provisions of
         the Trust's Declaration of Trust, By-Laws and its registration
         statement on Form N-1A (the "Registration Statement") under the 1940
         Act, and under the Securities Act of 1933, as amended (the "1933 Act"),
         covering Fund shares, as filed with the U.S. Securities and Exchange
         Commission (the "Commission"), and to the investment objectives,
         policies and restrictions of the Funds, as each of the same shall be
         from time to time in effect. To carry out such obligations, the Adviser
         shall exercise full discretion and act for the Funds in the same manner
         and with the same force and effect as the Funds themselves might or
         could do with respect to purchases, sales or other transactions, as
         well as with respect to all other such things necessary or incidental
         to the furtherance or conduct of such purchases, sales or other
         transactions. No reference in this Agreement to the Adviser having full
         discretionary authority over each Fund's investments shall in any way
         limit the right of the Board, in its sole discretion, to establish or
         revise policies in connection with the management of a Fund's assets or
         to otherwise exercise its right to control the overall management of a
         Fund.

                (b)    Compliance. The Adviser agrees to comply with the
         requirements of the 1940 Act, the Investment Advisers Act of 1940 (the
         "Advisers Act"), the 1933 Act, the

                                      B-25


         Securities Exchange Act of 1934, as amended (the "1934 Act"), the
         Commodity Exchange Act and the respective rules and regulations
         thereunder, as applicable, as well as with all other applicable federal
         and state laws, rules, regulations and case law that relate to the
         services and relationships described hereunder and to the conduct of
         its business as a registered investment adviser. The Adviser also
         agrees to comply with the objectives, policies and restrictions set
         forth in the Registration Statement, as amended or supplemented, of the
         Funds, and with any policies, guidelines, instructions and procedures
         approved by the Board and provided to the Adviser. In selecting each
         Fund's portfolio securities and performing the Adviser's obligations
         hereunder, the Adviser shall cause the Fund to comply with the
         diversification and source of income requirements of Subchapter M of
         the Internal Revenue Code of 1986, as amended (the "Code"), for
         qualification as a regulated investment company. The Adviser shall
         maintain compliance procedures that it reasonably believes are adequate
         to ensure its compliance with the foregoing. No supervisory activity
         undertaken by the Board shall limit the Adviser's full responsibility
         for any of the foregoing.

                (c)    Proxy Voting. The Board has the authority to determine
         how proxies with respect to securities that are held by the Funds shall
         be voted, and the Board has initially determined to delegate the
         authority and responsibility to vote proxies for the Funds' securities
         to the Adviser. So long as proxy voting authority for the Funds has
         been delegated to the Adviser, the Adviser shall exercise its proxy
         voting responsibilities. The Adviser shall carry out such
         responsibility in accordance with any instructions that the Board shall
         provide from time to time, and at all times in a manner consistent with
         Rule 206(4)-6 under the Advisers Act and its fiduciary responsibilities
         to the Trust. The Adviser shall provide periodic reports and keep
         records relating to proxy voting as the Board may reasonably request or
         as may be necessary for the Funds to comply with the 1940 Act and other
         applicable law. Any such delegation of proxy voting responsibility to
         the Adviser may be revoked or modified by the Board at any time.

                (d)    Recordkeeping. The Adviser shall not be responsible for
         the provision of administrative, bookkeeping or accounting services to
         the Funds, except as otherwise provided herein or as may be necessary
         for the Adviser to supply to the Trust or its Board the information
         required to be supplied under this Agreement.

                The Adviser shall maintain separate books and detailed records
         of all matters pertaining to Fund assets advised by the Adviser
         required by Rule 31a-1 under the 1940 Act (other than those records
         being maintained by any administrator, custodian or transfer agent
         appointed by the Funds) relating to its responsibilities provided
         hereunder with respect to the Funds, and shall preserve such records
         for the periods and in a manner prescribed therefore by Rule 31a-2
         under the 1940 Act (the "Fund Books and Records"). The Fund Books and
         Records shall be available to the Board at any time upon request, shall
         be delivered to the Trust upon the termination of this Agreement and
         shall be available without delay during any day the Trust is open for
         business.

                (e)    Holdings Information and Pricing. The Adviser shall
         provide regular reports regarding Fund holdings, and shall, on its own
         initiative, furnish the Trust and its Board from time to time with
         whatever information the Adviser believes is appropriate

                                      B-26


         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 of the Code, and the Fund's policies, guidelines or
         procedures as applicable to the Adviser's obligations under this
         Agreement. The Adviser agrees to correct any such failure promptly and
         to take any action that the Board may reasonably request in connection
         with any such breach. Upon request, the Adviser shall also provide the
         officers of the Trust with supporting certifications in connection with

                                      B-27


         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-28


         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.

         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

                                      B-29


         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 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

                                      B-30


         of the quarterly compliance report required by Section 3(a), whether or
         not specifically referenced in such report.

         8.     THE NAME "RYDEX". The Adviser grants to the Trust a license to
use the name "Rydex" (the "Name") as part of the name of any Fund. The foregoing
authorization by the Adviser to the Trust to use the Name as part of the name of
any Fund is not exclusive of the right of the Adviser itself to use, or to
authorize others to use, the Name; the Trust acknowledges and agrees that, as
between the Trust and the Adviser, the Adviser has the right to use, or
authorize others to use, the Name. The Trust shall (1) only use the Name in a
manner consistent with uses approved by the Adviser; (2) use its best efforts to
maintain the quality of the services offered using the Name; (3) adhere to such
other specific quality control standards as the Adviser may from time to time
promulgate. At the request of the Adviser, the Trust will (a) submit to Adviser
representative samples of any promotional materials using the Name; and (b)
change the name of any Fund within three months of its receipt of the Adviser's
request, or such other shorter time period as may be required under the terms of
a settlement agreement or court order, so as to eliminate all reference to the
Name and will not thereafter transact any business using the Name in the name of
any Fund; provided, however, that the Trust may continue to use beyond such date
any supplies of prospectuses, marketing materials and similar documents that the
Trust had at the date of such name change in quantities not exceeding those
historically produced and used in connection with such Fund.

         9.     ADVISER'S COMPENSATION. The Funds shall pay to the Adviser, as
compensation for the Adviser's services hereunder, a fee, determined as
described in Schedule A that is attached hereto and made a part hereof. Such fee
shall be computed daily and paid not less than monthly in arrears by the Funds.

         The method for determining net assets of a Fund for purposes hereof
shall be the same as the method for determining net assets for purposes of
establishing the offering and redemption prices of Fund shares as described in
the Funds' prospectus(es). In the event of termination of this Agreement, the
fee provided in this Section shall be computed on the basis of the period ending
on the last business day on which this Agreement is in effect subject to a pro
rata adjustment based on the number of days elapsed in the current month as a
percentage of the total number of days in such month.

         10.    INDEPENDENT CONTRACTOR. In the performance of its duties
hereunder, the Adviser is and shall be an independent contractor and, unless
otherwise expressly provided herein or otherwise authorized in writing, shall
have no authority to act for or represent the Trust or any Fund in any way or
otherwise be deemed to be an agent of the Trust or any Fund. If any occasion
should arise in which the Adviser gives any advice to its clients concerning the
shares of a Fund, the Adviser will act solely as investment counsel for such
clients and not in any way on behalf of the Fund.

         11.    ASSIGNMENT AND AMENDMENTS. This Agreement shall automatically
terminate, without the payment of any penalty, in the event of its assignment
(as defined in section 2(a)(4) of the 1940 Act); provided that such termination
shall not relieve the Adviser of any liability incurred hereunder.

                                      B-31


         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. 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

                                      B-32


         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.

         17.    JURISDICTION. This Agreement shall be governed by and construed
in accordance with the substantive laws of state of Delaware and the Adviser
consents to the jurisdiction of courts, both state and/or federal, in Delaware,
with respect to any dispute under this Agreement.

         18.    PARAGRAPH HEADINGS. The headings of paragraphs contained in this
Agreement are provided for convenience only, form no part of this Agreement and
shall not affect its construction.

         19.    COUNTERPARTS. This Agreement may be executed simultaneously in
two or more counterparts, each of which shall be deemed an original, but all of
which together shall constitute one and the same instrument.

         IN WITNESS WHEREOF, the parties hereto have caused this instrument to
be signed on their behalf by their duly authorized officers as of the date first
above written.

                                      B-33


                                         RYDEX DYNAMIC FUNDS, on behalf of each
                                         Fund listed on Schedule A

                                         By:     _______________________________
                                                 Name: Richard M. Goldman
                                                 Title: President

                                         SECURITY INVESTORS, LLC

                                         By:     _______________________________
                                                 Name: Richard M. Goldman
                                                 Title: Chief Executive Officer

                                      B-34


                                   SCHEDULE A
                                     TO THE
                               ADVISORY AGREEMENT
                             DATED [ ], 2011 BETWEEN
                               RYDEX DYNAMIC FUNDS
                                       AND
                             SECURITY INVESTORS, LLC

         The Trust will pay to the Adviser as compensation for the Adviser's
services rendered, a fee, computed daily at an annual rate based on the average
daily net assets of the respective Fund in accordance the following fee
schedule:



Fund                                                                       Rate
                                                                        
S&P 500 2x Strategy.....................................................   0.90%
Inverse S&P 500 2x Strategy ............................................   0.90%
NASDAQ-100(R) 2x Strategy ..............................................   0.90%
Inverse NASDAQ-100(R) 2x Strategy ......................................   0.90%
Dow 2x Strategy ........................................................   0.90%
Inverse Dow 2x Strategy.................................................   0.90%
Russell 2000(R) 2x Strategy ............................................   0.90%
Inverse Russell 2000(R) 2x Strategy.....................................   0.90%


                                      B-35


                                   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"), Rydex Series Funds
("RSF") and Rydex Dynamic Funds ("RDF") (collectively, the "Trusts") pursuant to
investment advisory agreements between each of the Trusts, on behalf of its
series, and the Investment Adviser. Rydex Fund Services, Inc. ("RFS") serves as
the administrator, transfer agent and accounting services agent for the Funds.
Rydex Distributors, LLC ("RDL") serves as principal underwriter to the Funds.
RFS and RDL are affiliates of the Investment Adviser. The table below provides
the following information:

         (i)    the date on which each Fund's shareholders last approved the
                Fund's investment advisory agreement;

         (ii)   the annual rate of management fees paid by each Fund to the
                Investment Adviser, stated as a percentage of that Fund's
                average daily net assets;

         (iii)  the aggregate amount of management fees paid by each Fund to
                the Investment Adviser for the Fund's fiscal year ended
                March 31, 2011 for RSF (except as noted) and December 31, 2010
                for RVT, RDF, and RSF (except as noted);

         (iv)   the amount of fees paid by each Fund to the Administrator for
                administrative and transfer agency services for the Fund during
                the Fund's fiscal year ended March 31, 2011 for RSF (except as
                noted) and December 31, 2010 for RVT, RDF, and RSF (except as
                noted);

         (v)    the amount of accounting service fees paid by each Fund to the
                Administrator for accounting services for the Fund during the
                Fund's fiscal year ended March 31, 2011 for RSF (except as
                noted) and December 31, 2010 for RVT, RDF and RSF (except as
                noted);

         (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; and

         (vii)  the amount of distribution (12b-1) fees paid by each RSF and RDF
                Fund during the Fund's fiscal year ended March 31, 2011 for RSF
                (except as noted) and December 31, 2010 for RDF and RSF (except
                as noted).

                                       C-1


                              RYDEX VARIABLE TRUST



                                                               MANAGEMENT                                         INVESTOR
                                DATE OF LAST                  FEES PAID TO    ADMINISTRATIVE     ACCOUNTING     SERVICES FEES
                                SHAREHOLDER     MANAGEMENT     INVESTMENT      SERVICE FEES     SERVICE 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




                                                               MANAGEMENT                                         INVESTOR
                                DATE OF LAST                  FEES PAID TO    ADMINISTRATIVE     ACCOUNTING     SERVICES FEES
                                SHAREHOLDER     MANAGEMENT     INVESTMENT      SERVICE FEES     SERVICE 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




                                                               MANAGEMENT                                         INVESTOR
                                DATE OF LAST                  FEES PAID TO    ADMINISTRATIVE     ACCOUNTING     SERVICES FEES
                                SHAREHOLDER     MANAGEMENT     INVESTMENT      SERVICE FEES     SERVICE 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


                               RYDEX DYNAMIC FUNDS

MANAGEMENT, ADMINISTRATIVE, AND ACCOUNTING FEES



                                                                            MANAGEMENT
                                             DATE OF LAST                  FEES PAID TO    ADMINISTRATIVE     ACCOUNTING
                                             SHAREHOLDER     MANAGEMENT     INVESTMENT      SERVICE FEES     SERVICE FEES
          SERIES NAME                          APPROVAL         FEES          ADVISER       PAID TO RFS       PAID TO RFS
-------------------------------------------------------------------------------------------------------------------------
                                                                                               
Dow 2x Strategy Fund                          6/18/2010         0.90%       $  270,950       $  75,264        $  45,159
Inverse Dow 2x Strategy Fund                  6/18/2010         0.90%       $  415,717       $ 115,477        $  69,286
NASDAQ-100(R) 2x Strategy Fund                6/18/2010         0.90%       $1,837,754       $ 510,487        $ 306,293
Inverse NASDAQ-100(R) 2x Strategy Fund        6/18/2010         0.90%       $  722,564       $ 200,712        $ 120,428
Russell 2000(R) 2x Strategy Fund              6/18/2010         0.90%       $  355,211       $  98,669        $  59,208
Inverse Russell 2000(R) 2x Strategy Fund      6/18/2010         0.90%       $  365,162       $ 101,434        $  60,861
S&P 500 2x Strategy Fund                      6/18/2010         0.90%       $1,369,680       $ 380,467        $ 228,281
Inverse S&P 500 2x Strategy Fund              6/18/2010         0.90%       $1,820,386       $ 505,662        $ 303,399


DISTRIBUTION FEES



                                               A-CLASS                C-CLASS                H-CLASS
SERIES NAME                               (0.25% 12b-1 FEE)      (0.25% 12b-1 FEE)      (0.25% 12b-1 FEE)
---------------------------------------------------------------------------------------------------------
                                                                                   
Dow 2x Strategy Fund                          $   9,956              $  36,394              $  56,210
Inverse Dow 2x Strategy Fund                  $   5,155              $  21,294              $ 104,998
NASDAQ-100(R) 2x Strategy Fund                $  19,905              $ 180,450              $ 445,470
Inverse NASDAQ-100(R) 2x Strategy Fund        $   4,299              $  55,020              $ 182,658
Russell 2000(R) 2x Strategy Fund              $   6,387              $  21,168              $  86,990
Inverse Russell 2000(R) 2x Strategy Fund      $   4,103              $  35,926              $  88,350
S&P 500 2x Strategy Fund                      $  28,293              $ 168,115              $ 310,145
Inverse S&P 500 2x Strategy Fund              $  24,930              $ 115,314              $ 451,904


                                       C-5


                               RYDEX SERIES FUNDS

MANAGEMENT, ADMINISTRATIVE, AND ACCOUNTING FEES



                                                                            MANAGEMENT
                                             DATE OF LAST                  FEES PAID TO    ADMINISTRATIVE     ACCOUNTING
                                             SHAREHOLDER     MANAGEMENT     INVESTMENT      SERVICE FEES     SERVICE FEES
          SERIES NAME                          APPROVAL         FEES          ADVISER       PAID TO RFS       PAID TO RFS
-------------------------------------------------------------------------------------------------------------------------
                                                                                               
All-Asset Aggressive Strategy Fund            6/18/2010         0.00%(1)    $        0(1)    $         0(2)   $        0(2)
All-Asset Conservative Strategy Fund          6/18/2010         0.00%(1)    $        0(1)    $         0(2)   $        0(2)
All-Asset Moderate Strategy Fund              6/18/2010         0.00%(1)    $        0(1)    $         0(2)   $        0(2)
Alternative Strategies Fund                   5/19/2010         0.90%       $   24,707       $     8,645      $    3,458
Alternative Strategies Allocation Fund        6/18/2010         0.00%(1)    $       01       $        02      $       02
Banking Fund                                  6/18/2010         0.85%       $  163,421       $    48,065      $   19,226
Basic Materials Fund                          6/18/2010         0.85%       $  885,645       $   260,483      $  104,192
Biotechnology Fund                            6/18/2010         0.85%       $  535,192       $   157,409      $   62,963
Commodities Strategy Fund*                    6/18/2010         0.75%(3)    $  263,603       $    87,909      $   35,163
Consumer Products Fund                        6/18/2010         0.85%       $  735,452       $   216,309      $   86,523
Electronics Fund                              6/18/2010         0.85%       $  254,842       $    74,953      $   29,981
Emerging Markets 2x Strategy Fund             8/25/2010         0.90%       $   12,414       $     3,940      $    1,576
Energy Fund                                   6/18/2010         0.85%       $  654,649       $   192,543      $   77,017
Energy Services Fund                          6/18/2010         0.85%       $  929,437       $   273,363      $  109,345
Event Driven and Distressed Strategies Fund   5/19/2010         0.90%       $   70,815       $    23,201      $    9,280
Europe 1.25x Strategy Fund                    6/18/2010         0.90%       $  185,738       $    51,594      $   20,637
Financial Services Fund                       6/18/2010         0.85%       $  144,677       $    42,552      $   17,021
Government Long Bond 1.2x Strategy Fund       6/18/2010         0.50%       $  798,132       $   319,256      $  150,545
Health Care Fund                              6/18/2010         0.85%       $  235,238       $    69,188      $   27,675
High Yield Strategy Fund                      6/18/2010         0.75%       $1,407,964       $   469,321      $  181,818
Internet Fund                                 6/18/2010         0.85%       $  808,473       $   237,785      $   95,113
Inverse Emerging Markets 2x Strategy Fund     5/19/2010         0.90%       $    9,183       $     2,912      $    1,164
Inverse Government Long Bond Strategy Fund    6/18/2010         0.90%       $5,382,826       $ 1,495,228      $  486,317
Inverse High Yield Strategy Fund              6/18/2010         0.75%       $  142,467       $    47,489      $   18,995
Inverse Mid-Cap Strategy Fund                 6/18/2010         0.90%       $   37,641       $    10,456      $    4,182
Inverse NASDAQ-100(R) Strategy Fund           6/18/2010         0.90%       $  241,086       $    66,968      $   26,787


                                       C-6




                                                                            MANAGEMENT
                                             DATE OF LAST                  FEES PAID TO    ADMINISTRATIVE     ACCOUNTING
                                             SHAREHOLDER     MANAGEMENT     INVESTMENT      SERVICE FEES     SERVICE FEES
          SERIES NAME                          APPROVAL         FEES          ADVISER       PAID TO RFS       PAID TO RFS
-------------------------------------------------------------------------------------------------------------------------
                                                                                               
Inverse Russell 2000(R) Strategy Fund         6/18/2010         0.90%       $   243,647      $   67,680       $   27,072
Inverse S&P 500 Strategy Fund                 6/18/2010         0.90%       $ 2,256,839      $  626,899       $  242,404
Japan 2x Strategy Fund                        6/18/2010         0.75%       $    49,039      $   16,347       $    6,538
Leisure Fund                                  6/18/2010         0.85%       $   121,173      $   35,639       $   14,256
Long/Short Commodities Strategy Fund*         6/18/2010         0.90%(3)    $ 1,542,411      $  428,444       $  170,624
Long Short Equity Strategy Fund               5/19/2010         0.90%       $    19,377      $    6,424       $    2,570
Long Short Interest Rate Strategy Fund        5/19/2010         0.75%       $   298,378      $   99,459       $   39,783
Managed Futures Strategy Fund*                6/18/2010         0.90%(3)    $20,164,468      $5,567,658       $1,006,871
Mid-Cap 1.5x Strategy Fund                    6/18/2010         0.90%       $   317,193      $   88,109       $   35,243
Multi-Hedge Strategies Fund*                  6/18/2010         1.15%(3)    $ 1,014,214      $        0(2)    $        0(2)
NASDAQ-100(R) Fund                            6/18/2010         0.75%       $ 4,575,228      $1,525,076       $  492,437
Nova Fund                                     6/18/2010         0.75%       $   529,891      $  176,630       $   70,651
Precious Metals Fund                          6/18/2010         0.75%       $ 1,785,811      $  595,270       $  234,116
Real Estate Fund                              6/18/2010         0.85%       $   352,791      $  103,762       $   41,504
Retailing Fund                                6/18/2010         0.85%       $   104,867      $   30,843       $   12,337
Russell 2000(R) 1.5x Strategy Fund            6/18/2010         0.90%       $   234,264      $   65,073       $   26,029
Russell 2000(R) Fund                          6/18/2010         0.75%       $   174,718      $   58,239       $   23,296
S&P 500 Fund                                  6/18/2010         0.75%       $ 1,209,099      $  403,033       $  160,721
S&P 500 Pure Growth Fund                      6/18/2010         0.75%       $   372,809      $  124,270       $   49,707
S&P 500 Pure Value Fund                       6/18/2010         0.75%       $   388,056      $  129,352       $   51,740
S&P MidCap 400 Pure Growth Fund               6/18/2010         0.75%       $   850,218      $  283,406       $  112,276
S&P MidCap 400 Pure Value Fund                6/18/2010         0.75%       $   514,279      $  171,426       $   68,562
S&P SmallCap 600 Pure Growth Fund             6/18/2010         0.75%       $   358,410      $  119,470       $   47,788
S&P SmallCap 600 Pure Value Fund              6/18/2010         0.75%       $   603,267      $  201,089       $   79,365
Strengthening Dollar 2x Strategy Fund         6/18/2010         0.90%       $   410,155      $  113,932       $   45,572
Technology Fund                               6/18/2010         0.85%       $   365,317      $  107,446       $   42,978
Telecommunications Fund                       6/18/2010         0.85%       $   111,533      $   32,804       $   13,121
Transportation Fund                           6/18/2010         0.85%       $   195,474      $   57,492       $   22,997
U.S. Long Short Momentum Fund                 6/18/2010         0.90%       $ 1,546,882      $  429,689       $  171,874
U.S. Government Money Market Fund             6/18/2010         0.50%       $     6,592      $  136,432       $  423,667


                                       C-7




                                                                            MANAGEMENT
                                             DATE OF LAST                  FEES PAID TO    ADMINISTRATIVE     ACCOUNTING
                                             SHAREHOLDER     MANAGEMENT     INVESTMENT      SERVICE FEES     SERVICE FEES
          SERIES NAME                          APPROVAL         FEES          ADVISER       PAID TO RFS       PAID TO RFS
-------------------------------------------------------------------------------------------------------------------------
                                                                                               
Utilities Fund                                6/18/2010         0.85%       $   388,077      $  114,140       $   45,656
Weakening Dollar 2x Strategy Fund             6/18/2010         0.90%       $   321,462      $   89,295       $   35,718


*    The Fund has a fiscal year end of December 31.

(1)  The Fund invests primarily in underlying funds (the "Underlying Funds").
     The Investment Adviser receives an investment advisory fee for managing the
     Underlying Funds. The Underlying Funds pay a monthly investment advisory
     fee to the Investment Adviser for its services. The fee is based on the
     average net daily assets of each Underlying Fund and calculated at an
     annual rate for each Underlying Fund. For more information regarding the
     Underlying funds' investment advisory fees and expense limitations, please
     see the Prospectus and applicable sections of the Statement of Additional
     Information. The Funds benefit from the investment advisory services
     provided to the Underlying Funds and, as shareholders of those Underlying
     Funds, indirectly bear a proportionate share of those Underlying Funds'
     advisory fees.

(2)  The Investment Adviser has contractually agreed to pay all other expenses
     of the Fund, excluding Acquired Fund fees and expenses, interest expense
     and taxes (expected to be de minimis), brokerage commissions and other
     expenses connected with the execution of portfolio transactions and
     extraordinary expenses.

(3)  The Fund may invest up to 25% of its total assets in a wholly-owned and
     controlled Cayman Islands subsidiary (the "Subsidiary"). The Subsidiary has
     entered into a separate advisory agreement with the Investment Adviser for
     the management of the Subsidiary's portfolio pursuant to which the
     Subsidiary pays the Investment Adviser a management fee at the same rate
     that the Fund pays the Investment Adviser for services provided to the
     Fund. The Investment Adviser has contractually agreed to waive the
     management fee it receives from the Fund in an amount equal to the
     management fee paid to the Investment Adviser by the Subsidiary. This
     undertaking will continue in effect for so long as the Fund invests in the
     Subsidiary, and may not be terminated by the Investment Adviser unless the
     Investment Adviser first obtains the prior approval of the Fund's Board of
     Trustees for such termination. The management fees included in the table
     reflect the net management fees paid to the Investment Adviser by the Fund
     after the fee waiver.

                                       C-8


DISTRIBUTION FEES*

(*For A-Class, C-Class, H-Class and Advisor Class shares. Investor Class shares
and Investor 2 Class shares were not subject to distribution fees.)



               SERIES NAME                      A-CLASS          C-CLASS         H-CLASS       ADVISOR CLASS
                                                                                   
All-Asset Aggressive Strategy Fund            $         0      $    49,896     $         0     $           -
All-Asset Conservative Strategy Fund          $         0      $    70,417     $         0     $           -
All-Asset Moderate Strategy Fund              $         0      $   135,183     $         0     $           -
Alternative Strategies Fund                   $     5,878      $       329     $     2,666     $           -
Alternative Strategies Allocation Fund        $         0      $    35,385     $         0     $           -
Banking Fund                                  $     6,369      $    34,655     $         -     $       6,108
Basic Materials Fund                          $    28,273      $   101,719     $         -     $      40,795
Biotechnology Fund                            $     5,853      $    35,685     $         -     $      28,557
Commodities Strategy Fund*                    $    16,612      $    49,430     $    58,940           N/A
Consumer Products Fund                        $    13,922      $    40,974     $         -     $      27,343
Electronics Fund                              $     2,886      $    16,184     $         -     $       6,934
Emerging Markets 2x Strategy Fund             $        83      $     1,068     $     3,591     $           -
Energy Fund                                   $    13,430      $   145,036     $         -     $      38,484
Energy Services Fund                          $    33,636      $   112,250     $         -     $      41,040
Europe 1.25x Strategy Fund                    $     4,490      $    10,296     $    44,530     $           -
Event Driven and Distressed Strategies Fund   $    15,805      $     4,697     $     6,189     $           -
Financial Services Fund                       $     3,528      $    14,905     $         -     $      13,615
Government Long Bond 1.2x Strategy Fund       $     9,683      $   109,419     $         -     $     155,455
Health Care Fund                              $     3,883      $    37,766     $         -     $      11,608
High Yield Strategy Fund                      $    21,622      $    67,617     $   430,795     $           -
Internet Fund                                 $     3,250      $    15,527     $         -     $      13,006
Inverse Emerging Markets 2x Strategy Fund     $        25      $       938     $     2,652     $           -
Inverse Government Long Bond Strategy Fund    $   178,979      $ 1,147,960     $         -     $     280,127
Inverse High Yield Strategy Fund              $     8,146      $    18,869     $    34,625     $           -
Inverse Mid-Cap Strategy Fund                 $     1,109      $     4,501     $     8,221     $           -
Inverse NASDAQ-100(R) Strategy Fund           $     2,654      $    17,199     $         -     $       3,618
Inverse Russell 2000(R) Strategy Fund         $     4,429      $    19,066     $    58,484     $           -
Inverse S&P 500 Strategy Fund                 $    49,444      $   159,338     $         -     $      92,097
Japan 2x Strategy Fund                        $     2,093      $     2,685     $    13,582     $           -
Leisure Fund                                  $     2,867      $     9,954     $         -     $       6,081


                                       C-9




               SERIES NAME                      A-CLASS          C-CLASS         H-CLASS       ADVISOR CLASS
                                                                                   
Long/Short Commodities Strategy Fund*         $    92,942      $   103,403     $   256,324           N/A
Long Short Equity Strategy Fund               $     3,962      $       892     $     2,210     $           -
Long Short Interest Rate Strategy Fund        $    37,242      $    38,587     $    40,934     $           -
Managed Futures Strategy Fund*                $ 1,599,233      $ 1,904,728     $ 3,228,581           N/A
Mid-Cap 1.5x Strategy Fund                    $     2,934      $    47,851     $    73,212     $           -
Multi-Hedge Strategies Fund*                  $    41,486      $   178,187     $   132,545           N/A
NASDAQ-100(R) Fund                            $    28,678      $   114,350     $         -     $     203,173
Nova Fund                                     $     8,415      $    88,347     $         -     $      36,333
Precious Metals Fund                          $    34,882      $   334,166     $         -     $     114,807
Real Estate Fund                              $    12,351      $    21,400     $    86,061     $           -
Retailing Fund                                $     2,290      $    18,366     $         -     $       6,611
Russell 2000(R) 1.5x Strategy Fund            $     4,834      $    23,921     $    54,259     $           -
Russell 2000(R) Fund                          $     2,625      $    49,787     $    43,168     $           -
S&P 500 Fund                                  $    40,436      $    94,788     $   338,900     $           -
S&P 500 Pure Growth Fund                      $    10,741      $    70,910     $    95,802     $           -
S&P 500 Pure Value Fund                       $     8,834      $    29,168     $   113,226     $           -
S&P MidCap 400 Pure Growth Fund               $    18,395      $    55,052     $   251,248     $           -
S&P MidCap 400 Pure Value Fund                $    12,275      $    18,508     $   154,524     $           -
S&P SmallCap 600 Pure Growth Fund             $     5,454      $    17,888     $   109,544     $           -
S&P SmallCap 600 Pure Value Fund              $    15,508      $    47,650     $   173,668     $           -
Strengthening Dollar 2x Strategy Fund         $    21,163      $    64,252     $    76,706     $           -
Technology Fund                               $     5,342      $    33,675     $         -     $      50,828
Telecommunications Fund                       $     2,211      $    17,421     $         -     $       3,831
Transportation Fund                           $     4,973      $    20,861     $         -     $      10,722
U.S. Government Money Market Fund             $    74,815      $   659,962     $         -     $   1,252,940
U.S. Long Short Momentum Fund                 $    73,421      $   541,342     $   220,933     $           -
Utilities Fund                                $     6,079      $    52,973     $         -     $      15,681
Weakening Dollar 2x Strategy Fund             $    13,612      $    45,282     $    64,362     $           -


_________________

*    The Fund has a fiscal year end of December 31.

                                      C-10


                                   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.



          NAME                   POSITION HELD WITH                            OTHER PRINCIPAL
                               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.

SERIES OF RYDEX VARIABLE TRUST:
-------------------------------



                                                                           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


                                       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)
-----------------------------------------------------------------------------------------------------------------------
                                                                                                      
Commodities Strategy Fund, a series of Rydex Series Funds                           0.75%(2)                $109.21

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


                                       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 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

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


                                       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)
------------------------------------------------------------------------------------------------------------------------------
                                                                                                              
Precious Metals Fund, a series of Rydex Series Funds                                        0.75%                   $243.13

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


                                       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)
----------------------------------------------------------------------------------------------------------------------------------
                                                                                                                 
S&P SmallCap 600 Pure Value Fund, a series of Rydex Series Funds                               0.75%                    $26.90

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


SERIES OF RYDEX DYNAMIC FUNDS:
------------------------------



                                                                   ANNUAL COMPENSATION TO
                                                                    THE INVESTMENT ADVISER
NAME OF FUND SUBJECT TO THIS PROXY STATEMENT                   (AS A PERCENTAGE OF AVERAGE DAILY
Name(s) of Other Fund(s) with Similar Objectives                          NET ASSETS)               NET ASSETS (IN MILLIONS)
----------------------------------------------------------------------------------------------------------------------------
                                                                                                     
DOW 2X STRATEGY FUND, A SERIES OF RYDEX DYNAMIC FUNDS                       0.90%                           $39.19

Dow 2x Strategy Fund, a series of Rydex Variable Trust                      0.90%                           $18.14

INVERSE DOW 2X STRATEGY FUND, A SERIES OF RYDEX DYNAMIC FUNDS               0.90%                           $37.93

Inverse Dow 2x Strategy Fund, a series of Rydex Variable Trust              0.90%                            $8.50

INVERSE NASDAQ-100 2X STRATEGY FUND, A SERIES OF RYDEX
DYNAMIC FUNDS                                                               0.90%                           $47.83

None                                                                         N/A                             N/A

INVERSE RUSSELL 2000 2X STRATEGY FUND, A SERIES OF RYDEX DYNAMIC FUNDS      0.90%                           $23.82
DYNAMIC FUNDS

None                                                                         N/A                             N/A

INVERSE S&P 500 2X STRATEGY FUND, A SERIES OF RYDEX                         0.90%                          $108.79
DYNAMIC FUNDS

Rydex Inverse 2x S&P 500 ETF, a series of Rydex ETF Trust                   0.70%                            51.05

NASDAQ-100 2X STRATEGY FUND, A SERIES OF RYDEX                              0.90%                          $288.39
DYNAMIC FUNDS

NASDAQ-100 2x Strategy Fund, a series of Rydex Variable                     0.90%                           $33.22
Trust

RUSSELL 2000 2X STRATEGY FUND, A SERIES OF RYDEX DYNAMIC                    0.90%                           $68.85
FUNDS

Russell 2000 2x Strategy Fund, a series of Rydex Variable                   0.90%                            $6.35
Trust

S&P 500 2X STRATEGY FUND, A SERIES OF RYDEX DYNAMIC                         0.90%                          $151.74
FUNDS

S&P 500 2x Strategy Fund, a series of Rydex Variable Trust                  0.90%                           $23.55

Rydex 2x S&P 500 ETF, a series of Rydex ETF Trust                           0.70%                           $94.29


                                       E-6


SERIES OF RYDEX SERIES FUNDS:
-----------------------------



                                                                   ANNUAL COMPENSATION TO
                                                                    THE INVESTMENT ADVISER
NAME OF FUND SUBJECT TO THIS PROXY STATEMENT                   (AS A PERCENTAGE OF AVERAGE DAILY
Name(s) of Other Fund(s) with Similar Objectives                          NET ASSETS)               NET ASSETS (IN MILLIONS)
----------------------------------------------------------------------------------------------------------------------------
                                                                                                     
ALL-ASSET AGGRESSIVE STRATEGY FUND, A SERIES OF RYDEX                       0.00%(1)                        $17.58
SERIES FUNDS

All-Asset Aggressive Strategy Fund, a series of Rydex                       0.00%(1)                         $7.63
Variable Trust

ALL-ASSET CONSERVATIVE STRATEGY FUND, A SERIES OF RYDEX                     0.00%(1)                        $14.32
SERIES FUNDS

All-Asset Conservative Strategy Fund, a series of Rydex                     0.00%(1)                        $11.13
Variable Trust

ALL-ASSET MODERATE STRATEGY FUND, A SERIES OF RYDEX                         0.00%(1)                        $31.18
SERIES FUNDS

All-Asset Moderate Strategy Fund, a series of Rydex                         0.00%(1)                        $23.85
Variable Trust

ALTERNATIVE STRATEGIES FUND, A SERIES OF RYDEX SERIES                       0.90%                            $4.04
FUNDS

None                                                                         N/A                             N/A

ALTERNATIVE STRATEGIES ALLOCATION FUND, A SERIES OF RYDEX                   0.00%(1)                        $21.01
SERIES FUNDS

Alternative Strategies Allocation Fund, a series of Rydex                   0.00%(1)                         $7.44
Variable Trust

BANKING FUND, A SERIES OF RYDEX SERIES FUNDS                                0.85%                           $15.87

Banking Fund, a series of Rydex Variable Trust                              0.85%                            $5.36

BASIC MATERIALS FUND, A SERIES OF RYDEX SERIES FUNDS                        0.85%                          $124.08

Basic Materials Fund, a series of Rydex Variable Trust                      0.85%                           $40.65

BIOTECHNOLOGY FUND, A SERIES OF RYDEX SERIES FUNDS                          0.85%                          $105.50

Biotechnology Fund, a series of Rydex Variable Trust                        0.85%                           $17.99

COMMODITIES STRATEGY FUND, A SERIES OF RYDEX SERIES                         0.75%(2)                       $109.21
FUNDS

Commodities Strategy Fund, a series of Rydex Variable Trust                 0.75%(2)                        $23.60

CONSUMER PRODUCTS FUND, A SERIES OF RYDEX SERIES FUNDS                      0.85%                           $74.07

Consumer Products Fund, a series of Rydex Variable Trust                    0.85%                           $18.55

ELECTRONICS FUND, A SERIES OF RYDEX SERIES FUNDS                            0.85%                           $14.92

Electronics Fund, a series of Rydex Variable Trust                          0.85%                           $10.86

EMERGING MARKETS 2X STRATEGY FUND, A SERIES OF RYDEX                        0.90%                            $4.77
SERIES FUNDS

None                                                                        N/A                              N/A


                                       E-7




                                                                   ANNUAL COMPENSATION TO
                                                                    THE INVESTMENT ADVISER
NAME OF FUND SUBJECT TO THIS PROXY STATEMENT                   (AS A PERCENTAGE OF AVERAGE DAILY
Name(s) of Other Fund(s) with Similar Objectives                          NET ASSETS)               NET ASSETS (IN MILLIONS)
----------------------------------------------------------------------------------------------------------------------------
                                                                                                    
ENERGY FUND, A SERIES OF RYDEX SERIES FUNDS                                 0.85%                         $128.46

Energy Fund, a series of Rydex Variable Trust                               0.85%                          $57.17

ENERGY SERVICES FUND, A SERIES OF RYDEX SERIES FUNDS                        0.85%                         $224.73

Energy Services Fund, a series of Rydex Variable Trust                      0.85%                          $55.34

EUROPE 1.25X STRATEGY FUND, A SERIES OF RYDEX SERIES                        0.90%                          $32.84
FUNDS

Europe 1.25x Strategy Fund, a series of Rydex Variable Trust                0.90%                          $12.19

EVENT DRIVEN AND DISTRESSED STRATEGIES FUND, A SERIES                       0.90%                         $22.37
RYDEX SERIES FUNDS

None                                                                         N/A                            N/A

FINANCIAL SERVICES FUND, A SERIES OF RYDEX SERIES FUNDS                     0.85%                          $12.08

Financial Services Fund, a series of Rydex Variable Trust                   0.85%                           $8.15

GOVERNMENT LONG BOND 1.2X STRATEGY FUND, A SERIES OF                        0.50%                         $102.39
RYDEX SERIES FUNDS

Government Long Bond 1.2x Strategy Fund, a series of Rydex                  0.50%                          $15.66
Variable Trust

HEALTH CARE FUND, A SERIES OF RYDEX SERIES FUNDS                            0.85%                          $65.66

Health Care Fund, a series of Rydex Variable Trust                          0.85%                          $19.25

HIGH YIELD STRATEGY FUND, A SERIES OF RYDEX SERIES FUNDS                    0.75%                         $307.52

None                                                                         N/A                            N/A

INTERNET FUND, A SERIES OF RYDEX SERIES FUNDS                               0.85%                          $28.70

Internet Fund, a series of Rydex Variable Trust                             0.85%                          $11.34

INVERSE EMERGING MARKETS 2X STRATEGY FUND, A SERIES OF                      0.90%                           $2.79
RYDEX SERIES FUNDS

None                                                                         N/A                            N/A

INVERSE GOVERNMENT LONG BOND STRATEGY FUND, A SERIES                        0.90%                         $617.94
OF RYDEX SERIES FUNDS

Inverse Government Long Bond Strategy Fund, a series of                     0.90%                          $18.71
Rydex Variable Trust

INVERSE HIGH YIELD STRATEGY FUND, A SERIES OF RYDEX                         0.75%                          $11.31
SERIES FUNDS

None                                                                         N/A                            N/A


                                       E-8




                                                                   ANNUAL COMPENSATION TO
                                                                    THE INVESTMENT ADVISER
NAME OF FUND SUBJECT TO THIS PROXY STATEMENT                   (AS A PERCENTAGE OF AVERAGE DAILY
Name(s) of Other Fund(s) with Similar Objectives                          NET ASSETS)               NET ASSETS (IN MILLIONS)
----------------------------------------------------------------------------------------------------------------------------
                                                                                                    
INVERSE MID-CAP STRATEGY FUND, A SERIES OF RYDEX SERIES                   0.90%                             $2.28
FUNDS

Inverse Mid-Cap Strategy Fund, a series of Rydex Variable                 0.90%                             $1.17
Trust

INVERSE NASDAQ-100 STRATEGY FUND, A SERIES OF RYDEX                       0.90%                            $14.17
SERIES FUNDS

Inverse NASDAQ-100 Strategy Fund, a series of Rydex                       0.90%                             $5.73
Variable Trust

INVERSE RUSSELL 2000 STRATEGY FUND, A SERIES OF RYDEX                     0.90%                             $9.22
SERIES FUNDS

Inverse Russell 2000 Strategy Fund, a series of Rydex                     0.90%                             $3.15
Variable Trust

INVERSE S&P 500 STRATEGY FUND, A SERIES OF RYDEX SERIES                   0.90%                           $136.53
FUNDS

Inverse S&P 500 Strategy Fund, a series of Rydex Variable                 0.90%                            $14.23
Trust

JAPAN 2X STRATEGY FUND, A SERIES OF RYDEX SERIES FUNDS                    0.75%                            $13.84

Japan 2x Strategy Fund, a series of Rydex Variable Trust                  0.75%                             $6.29

LEISURE FUND, A SERIES OF RYDEX SERIES FUNDS                              0.85%                             $6.11

Leisure Fund, a series of Rydex Variable Trust                            0.85%                             $9.26

LONG/SHORT COMMODITIES STRATEGY FUND, A SERIES OF                         0.90%(2)                        $380.59
RYDEX SERIES FUNDS

None                                                                       N/A                              N/A

LONG SHORT EQUITY STRATEGY FUND, A SERIES OF RYDEX                        0.90%                             $7.23
SERIES FUNDS

None                                                                       N/A                              N/A

LONG SHORT INTEREST RATE STRATEGY FUND, A SERIES OF RYDEX                 0.75%                           $164.33
SERIES FUNDS

None                                                                       N/A                              N/A

MANAGED FUTURES STRATEGY FUND, A SERIES OF RYDEX SERIES                   0.90%(2)                      $2,583.87
FUNDS

Managed Futures Strategy Fund, a series of Rydex Variable                 0.90%(2)                         $16.67
Trust

MID-CAP 1.5X STRATEGY FUND, A SERIES OF RYDEX SERIES                      0.90%                            $56.79
FUNDS


                                       E-9




                                                                   ANNUAL COMPENSATION TO
                                                                    THE INVESTMENT ADVISER
NAME OF FUND SUBJECT TO THIS PROXY STATEMENT                   (AS A PERCENTAGE OF AVERAGE DAILY
Name(s) of Other Fund(s) with Similar Objectives                          NET ASSETS)               NET ASSETS (IN MILLIONS)
----------------------------------------------------------------------------------------------------------------------------
                                                                                                         
Mid-Cap 1.5x Strategy Fund, a series of Rydex Variable                         0.90%                            $23.70
Trust

MULTI-HEDGE STRATEGIES FUND, A SERIES OF RYDEX SERIES                          1.15%                            $73.92
FUNDS

Multi-Hedge Strategies Fund, a series of Rydex Variable                        1.15%(2)                         $17.49
Trust

NASDAQ-100 FUND, A SERIES OF RYDEX SERIES FUNDS                                0.75%                           $648.00

NASDAQ-100 Fund, a series of Rydex Variable Trust                              0.75%                            $52.92

NOVA FUND, A SERIES OF RYDEX SERIES FUNDS                                      0.75%                            $85.58

Nova Fund, a series of Rydex Variable Trust                                    0.75%                            $33.31

PRECIOUS METALS FUND, A SERIES OF RYDEX SERIES FUNDS                           0.75%                           $243.13

Precious Metals Fund, a series of Rydex Variable Trust                         0.75%                           $109.52

REAL ESTATE FUND, A SERIES OF RYDEX SERIES FUNDS                               0.85%                            $24.86

Real Estate Fund, a series of Rydex Variable Trust                             0.85%                            $26.88

RETAILING FUND, A SERIES OF RYDEX SERIES FUNDS                                 0.85%                            $11.76

Retailing Fund, a series of Rydex Variable Trust                               0.85%                             $5.81

RUSSELL 2000 1.5X STRATEGY FUND, A SERIES OF RYDEX SERIES                      0.90%                            $41.23
FUNDS

Russell 2000 1.5x Strategy Fund, a series of Rydex Variable                    0.90%                            $19.74
Trust

RUSSELL 2000 FUND, A SERIES OF RYDEX SERIES FUNDS                              0.75%                            $31.63

None                                                                            N/A                              N/A

S&P 500 FUND, A SERIES OF RYDEX SERIES FUNDS                                   0.75%                           $177.93

None                                                                            N/A                              N/A

S&P 500 PURE GROWTH FUND, A SERIES OF RYDEX SERIES                             0.75%                            $47.33
FUNDS

S&P 500 Pure Growth Fund, a series of Rydex Variable                           0.75%                            $58.57
Trust

Rydex S&P 500 Pure Growth ETF, a series of Rydex ETF                           0.35%                           $264.65
Trust

S&P 500 PURE VALUE FUND, A SERIES OF RYDEX SERIES FUNDS                        0.75%                            $58.06

S&P 500 Pure Value Fund, a series of Rydex Variable Trust                      0.75%                            $41.06


                                      E-10




                                                                   ANNUAL COMPENSATION TO
                                                                    THE INVESTMENT ADVISER
NAME OF FUND SUBJECT TO THIS PROXY STATEMENT                   (AS A PERCENTAGE OF AVERAGE DAILY
Name(s) of Other Fund(s) with Similar Objectives                          NET ASSETS)               NET ASSETS (IN MILLIONS)
----------------------------------------------------------------------------------------------------------------------------
                                                                                                     
Rydex S&P 500 Pure Value ETF, a series of Rydex ETF                         0.35%                          $112.93
Trust

S&P MIDCAP 400 PURE GROWTH FUND, A SERIES OF RYDEX                          0.75%                          $286.18
SERIES FUNDS

S&P MidCap 400 Pure Growth Fund, a series of Rydex                          0.75%                           $61.75
Variable Trust

Rydex S&P MidCap 400 Pure Growth ETF, a series of Rydex                     0.35%                          $670.63
ETF Trust

S&P MIDCAP 400 PURE VALUE FUND, A SERIES OF RYDEX                           0.75%                           $61.56
SERIES FUNDS

S&P MidCap 400 Pure Value Fund, a series of Rydex                           0.75%                           $24.09
Variable Trust

Rydex S&P MidCap 400 Pure Value ETF, a series of Rydex                      0.35%                           $60.16
ETF Trust

S&P SMALLCAP 600 PURE GROWTH FUND, A SERIES OF RYDEX                        0.75%                          $145.49
SERIES FUNDS

S&P SmallCap 600 Pure Growth Fund, a series of Rydex                        0.75%                           $32.10
Variable Trust

Rydex S&P SmallCap 600 Pure Growth ETF, a series of                         0.35%                           $35.19
Rydex ETF Trust

S&P SMALLCAP 600 PURE VALUE FUND, A SERIES OF RYDEX                         0.75%                           $26.90
SERIES FUNDS

S&P SmallCap 600 Pure Value Fund, a series of Rydex                         0.75%                           $17.31
Variable Trust

Rydex S&P SmallCap 600 Pure Value ETF, a series of Rydex                    0.35%                           $90.18
ETF Trust

STRENGTHENING DOLLAR 2X STRATEGY FUND, A SERIES OF RYDEX                    0.90%                           $26.71
SERIES FUNDS

Strengthening Dollar 2x Strategy Fund, a series of Rydex                    0.90%                            $2.77
Variable Trust

TECHNOLOGY FUND, A SERIES OF RYDEX SERIES FUNDS                             0.85%                           $82.93

Technology Fund, a series of Rydex Variable Trust                           0.85%                           $19.90

TELECOMMUNICATIONS FUND, A SERIES OF RYDEX SERIES FUNDS                     0.85%                           $12.85

Telecommunications Fund, a series of Rydex Variable Trust                   0.85%                            $5.76

TRANSPORTATION FUND, A SERIES OF RYDEX SERIES FUNDS                         0.85%                           $15.35

Transportation Fund, a series of Rydex Variable Trust                       0.85%                            $7.81


                                      E-11




                                                                   ANNUAL COMPENSATION TO
                                                                    THE INVESTMENT ADVISER
NAME OF FUND SUBJECT TO THIS PROXY STATEMENT                   (AS A PERCENTAGE OF AVERAGE DAILY
Name(s) of Other Fund(s) with Similar Objectives                          NET ASSETS)               NET ASSETS (IN MILLIONS)
----------------------------------------------------------------------------------------------------------------------------
                                                                                                     
U.S. GOVERNMENT MONEY MARKET FUND, A SERIES OF RYDEX                        0.50%                          $868.15
SERIES FUNDS

U.S. Government Money Market Fund, a series of Rydex                        0.50%                          $162.92
Variable Trust

U.S. LONG SHORT MOMENTUM FUND, A SERIES OF RYDEX                            0.90%                          $164.99
SERIES FUNDS

U.S. Long Short Momentum Fund, a series of Rydex Variable                   0.90%                           $53.25
Trust

UTILITIES FUND, A SERIES OF RYDEX SERIES FUNDS                              0.85%                           $21.87

Utilities Fund, a series of Rydex Variable Trust                            0.85%                           $14.74

WEAKENING DOLLAR 2X STRATEGY FUND, A SERIES OF RYDEX                        0.90%                           $38.23
SERIES FUNDS

Weakening Dollar 2x Strategy Fund, a series of Rydex                        0.90%                            $6.05
Variable Trust


The Investment Adviser did not reduce or waive its investment advisory fees for
the period indicated.

------------------------------

1   The Fund invests primarily in underlying funds (the "Underlying Funds").
    The Investment Adviser receives an investment advisory fee for managing the
    Underlying Funds. The Underlying Funds pay a monthly investment advisory
    fee to the Investment Adviser for its services. The fee is based on the
    average net daily assets of each Underlying Fund and calculated at an
    annual rate for each Underlying Fund. For more information regarding the
    Underlying funds' investment advisory fees and expense limitations, please
    see the Prospectus and applicable sections of the Statement of Additional
    Information. The Funds benefit from the investment advisory services
    provided to the Underlying Funds and, as shareholders of those Underlying
    Funds, indirectly bear a proportionate share of those Underlying Funds'
    advisory fees.

2   The Fund may invest in a wholly-owned and controlled Cayman Islands
    subsidiary (the "Subsidiary"). The Subsidiary has entered into a separate
    advisory agreement with the Investment Adviser for the management of the
    Subsidiary's portfolio pursuant to which the Subsidiary pays the Investment
    Adviser a management fee at the same rate that the Fund pays the Investment
    Adviser for services provided to the Fund. The Investment Adviser has
    contractually agreed to waive the management fee it receives from the Fund
    in an amount equal to the management fee paid to the Investment Adviser by
    the Subsidiary. This undertaking will continue in effect for so long as the
    Fund invests in the Subsidiary, and may not be terminated by the Investment
    Adviser unless the Investment Adviser first obtains the prior approval of
    the Fund's Board of Trustees for such termination. The management fees
    included in the table reflect the net management fees paid to the
    Investment Adviser by the Fund after the fee waiver.

                                      E-12


                                   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:

                                       F-6


                                   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     FEES WAIVED
Name(s) of Other Fund(s) with Similar Objectives        NET ASSETS)   (IN MILLIONS)     BY CLS
---------------------------------------------------------------------------------------------------
                                                                               
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

                                       J-1


         "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 Agr1eement, 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 [CONFIRM.]

           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

James C. Ball                                              Senior Vice President

Michael J. Moody                                           Senior Vice President

Harold B. Parker, Jr.                                      Senior Vice President

John G. Lewis                                              Vice President

Steven T. Raymond                                          Vice President

Paul L. Keeton                                             Vice President

Jay M. Gragnani                                            Vice President


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.

       The table below lists the names of other mutual funds advised or
sub-advised by Dorsey, Wright & Associates, Inc. ("DWA") with similar investment
objectives as the DWA Flexible Allocation Fund and DWA Sector Rotation Fund (the
"DWA Funds"), and information concerning the DWA Funds' and such other funds'
net assets and the rate of compensation for DWA for its services to the DWA
Funds and such other funds.



                                                       ANNUAL
                                                    COMPENSATION
                                                    TO DWA (AS A
                                                    PERCENTAGE OF
NAME OF FUND SUBJECT TO THIS PROXY STATEMENT        AVERAGE DAILY    NET ASSETS     FEES WAIVED
Name(s) of Other Fund(s) with Similar Objectives      NET ASSETS)   (IN MILLIONS)      BY DWA
------------------------------------------------------------------------------------------------
                                                                              
DWA FLEXIBLE ALLOCATION FUND, A SERIES OF RYDEX         0.25%          $  25.0         $   []
VARIABLE TRUST
[]                                                      []             $    []         $   []

DWA SECTOR ROTATION FUND, A SERIES OF RYDEX             0.25%          $  35.5         $   []
VARIABLE TRUST
[]                                                      []             $    []         $   []


                                       M-1


                                   APPENDIX N

                FORM OF NEW SUB-ADVISORY AGREEMENT WITH AMERICAN
                      INDEPENDENCE FINANCIAL SERVICES, LLC

AGREEMENT made this [ ] day of [ ], 2011 by and between Security Investors, LLC
("Adviser") and American Independence Financial Services, LLC (the
"Sub-Adviser");

WHEREAS, the Rydex Series Funds (the "Trust"), a Delaware statutory trust, is an
open-end, management investment company registered under the Investment Company
Act of 1940, as amended ("1940 Act"), consisting of several series, including
the Long Short Interest Rate Strategy Fund (the "Fund"), each having its own
investment policies; and

WHEREAS, the Trust has retained the Adviser to provide the Trust with business
and asset management services, subject to the control of the Trust's Board of
Trustees;

WHEREAS, the Trust's agreement with the Adviser permits the Adviser to delegate
to other parties certain of its asset management responsibilities; and

WHEREAS, the Adviser desires to retain the Sub-Adviser to render certain
research and investment management services to the Fund, and the Sub-Adviser
desires to render such services;

NOW THEREFORE, in consideration of mutual covenants herein contained, the
parties hereto agree as follows:

          1.  (a)    Duties of Sub-Adviser. The Adviser hereby retains the
Sub-Adviser to act as research provider for and to provide certain investment
advice for the management of the assets of the Fund, subject to the supervision
of the Adviser and the Fund's Board of Trustees (the "Board") and subject to the
terms of this Agreement. The Sub-Adviser hereby accepts such employment. In such
capacity, the Sub-Adviser shall be responsible for the duties defined below.

              (i)    The Sub-Adviser agrees to construct and provide the Adviser
with the Long Short Treasury Strategy model in an electronic signal, forwarded
to the Adviser on such intervals as determined by the Sub-Adviser (the
"Signal"). The signal shall contain such information necessary for the Adviser
to implement the Fund's strategy. Each Signal shall be delivered to the Adviser
via electronic mail or such other form of communication as the parties mutually
agree.

              (ii)   The Sub-Adviser shall continuously monitor the performance
of the Long Short Strategy model (the "Model") and will advise the Adviser of
any necessary updates to the Model via a Signal.

              (iii)  The Sub-Adviser will make available its officers and
employees to meet with the Board at the Trust's principal place of business once
each calendar year, on due notice to the Sub- Adviser, to review the
Sub-Adviser's advice.

              (iv)   The Sub-Adviser will maintain all books and records
required to be maintained pursuant to the Investment Company Act of 1940 and the
rules and regulations promulgated thereunder

                                       N-1


and shall timely furnish to the Adviser all information relating to the
Sub-Adviser's services hereunder as reasonably requested by the Adviser. The
Sub-Adviser further agrees that all books and records maintained hereunder,
including those maintained in electronic formats, shall be made available to the
Trust or the Adviser upon reasonable request and notice.

              (v)    In all matters relating to the performance of this
Agreement, the Sub-Adviser and its members, officers, partners, employees and
interested persons shall act in all material respects in conformity with the
Trust's Agreement and Declaration of Trust, By-Laws, and currently effective
registration statement, and with the written instructions and directions of the
Board and the Adviser, after receipt of such documents from the Trust, and shall
comply in all material respects with the requirements of the 1940 Act, the
Investment Advisers Act, the Commodity Exchange Act (the "CEA"), the rules
thereunder, and all other applicable federal and state laws and regulations.

         In carrying out its obligations under this Agreement, the Sub-Adviser
shall seek to ensure that, the Fund complies with all applicable statutes and
regulations necessary to qualify the Fund as a Regulated Investment Company
under Subchapter M of the Code (or any successor provision).

              (vi)   The Sub-Adviser agrees to cooperate with the Adviser and
the Fund and the Trust's officers and Trustees, including the Trust's Chief
Compliance Officer ("CCO"), with respect to (i) compliance-related matters
related to its responsibilities under this Agreement, and (ii) the Trust's
reasonable efforts to assure that each of its service providers adopts and
maintains policies and procedures that are reasonably designed to prevent
violation of the Federal Securities Laws (as that term is defined by Rule 38a-1
under the 1940 Act).

              (vii)  The Sub-Adviser agrees to cooperate in such marketing
efforts of the Fund, as reasonably requested by the Adviser.

            (b) Duties of the Adviser.
                ----------------------

                (i)  During the term of this Agreement, the Adviser agrees to
furnish the Sub-Adviser at the Sub-Adviser's principal office all materials,
including registration statements, proxy statements, reports to stockholders,
sales literature or other materials prepared for distribution to shareholders of
the Fund or the public, that refer to the Sub-Adviser for Sub-Adviser's review
and approval. The Sub- Adviser shall be deemed to have approved any such
materials after 10 business days. The Adviser agrees to use its best efforts to
ensure that materials prepared by its employees or agents or its affiliates that
refer to the Sub-Adviser or its clients in any way are consistent with those
materials previously approved by the Sub-Adviser. Sales literature may be
furnished to the Sub-Adviser by first class or overnight mail, facsimile
transmission equipment, email, or hand delivery.

                (ii)  The Adviser has furnished the Sub-Adviser with copies of
each of the following documents and will furnish the Sub-Adviser at its
principal office all future amendments and supplements to such documents, if
any, as soon as practicable after such documents become available: (i) the
Trust's Agreement and Declaration of Trust, (ii) the Trust's By-Laws, (iii) the
Fund's registration statement under the 1940 Act and the Securities Act as filed
with the Securities and Exchange Commission (the "Commission"), and (iv) any
written instructions of the Trust's Board or the Adviser.

          2.    Compensation of the Sub-Adviser. For the services to be rendered
by the Sub-Adviser as provided in Section 1(a) of this Agreement, the Adviser
shall pay to the Sub-Adviser compensation at

                                       N-2


the rate specified in Schedule A attached hereto and made a part of this
Agreement. Such compensation shall be paid to the Sub-Adviser quarterly in
arrears. For purposes of calculating the compensation to be paid hereunder, the
value of the net assets of the Fund shall be computed in the same manner at the
end of the business day as the value of such net assets is computed in
connection with the determination of the net asset value of the Fund's shares as
described in the then current prospectus for the Fund.

         The Sub-Adviser's compensation shall be accrued for each calendar day
the Sub-Adviser renders investment advisory services hereunder and the sum of
the daily fee accruals shall be paid quarterly to the Sub-Adviser as soon as
practicable following the last day of each calendar quarter, by wire transfer if
so requested by the Sub-Adviser, but no later than ten (10) calendar days
thereafter. If this Agreement shall be effective for only a portion of a
quarter, then the Sub-Adviser's fee for said quarter shall be prorated for such
portion.

          3.       Expenses. The Sub-Adviser shall bear all expenses incurred by
it in connection with its services under this Agreement and may, from time to
time, at its sole expense, employ or associate itself with such persons as it
believes to be fitted to assist it in the execution of its duties hereunder.

          4.       Status of Sub-Adviser. The services of the Sub-Adviser to the
Trust are not to be deemed exclusive, and the Sub-Adviser and its directors,
officers, employees and affiliates shall be free to render investment advisory
and administrative or other services to others (including other investment
companies) and to engage in other activities so long as its services to the
Trust are not impaired thereby. The Adviser understands that the Sub-Adviser
provides investment advisory services to numerous other funds and accounts. The
Sub-Adviser shall be deemed to be an independent contractor and shall, unless
otherwise expressly provided or authorized, have no authority to act for or
represent the Adviser or the Trust in any way or otherwise be deemed an agent of
the Adviser or the Trust.

          5.       Representations and Warranties of Sub-Adviser. The
Sub-Adviser represents and warrants to the Adviser and the Trust as follows:

              (a)  The Sub-Adviser is registered with the Commission as an
         investment adviser under the Investment Advisers Act;

              (b)  The Sub-Adviser will immediately notify the Adviser of the
         occurrence of any event that would disqualify the Sub-Adviser from
         serving as an investment adviser of an investment company pursuant to
         Section 9(a) of the 1940 Act;

              (c)  The execution, delivery and performance by the Sub-Adviser of
         this Agreement are within the Sub-Adviser's powers and have been duly
         authorized by all necessary action on the part of its members, and no
         action by or in respect of, or filing with, any governmental body,
         agency or official is required on the part of the Sub-Adviser for the
         execution, delivery and performance by the Sub-Adviser of this
         Agreement, and the execution, delivery and performance by the
         Sub-Adviser of this Agreement do not contravene or constitute a
         default under (i) any provision of applicable law, rule or regulation,
         (ii) the Sub-Adviser's governing instruments, or (iii) any agreement,
         judgment, injunction, order, decree or other instrument binding upon
         the Sub-Adviser;

                                       N-3


              (d)  The Sub-Adviser has filed a notice of exemption pursuant to
         Rule 4.14 under the CEA with the Commodity Futures Trading Commission
         (the "CFTC") and the National Futures Association (the "NFA");

              (e)  This Agreement is a valid and binding agreement of the
         Sub-Adviser;

              (f)  The Form ADV of the Sub-Adviser previously provided to the
         Adviser is a true and complete copy of the form as filed with the
         Commission and the information contained therein is accurate and
         complete in all material respects as of its filing date, and does not
         omit to state any material fact necessary in order to make the
         statements made, in light of the circumstances under which they were
         made, not misleading; and

              (g)  The Sub-Adviser has implemented and shall maintain a
         compliance program in accordance with the requirements of Rule
         206(4)-7 under the Advisers Act.

          6.       Representations and Warranties of Adviser. The Adviser
represents and warrants to the Sub-Adviser as follows:

              (a)  The Adviser is registered with the Commission as an
         investment adviser under the Investment Advisers Act;

              (b)  The Adviser has filed a notice of exemption pursuant to Rule
         4.14 under the CEA with the CFTC and the NFA;

              (c)  The execution, delivery and performance by the Adviser of
         this Agreement and the Advisory Agreement are within the Adviser's
         powers and have been duly authorized by all necessary action on the
         part of its members, and no action by or in respect of, or filing
         with, any governmental body, agency or official is required on the
         part of the Adviser for the execution, delivery and performance by the
         Adviser of this Agreement, and the execution, delivery and performance
         by the Adviser of this Agreement do not contravene or constitute a
         default under (i) any provision of applicable law, rule or regulation,
         (ii) the Adviser's governing instruments, or (iii) any agreement,
         judgment, injunction, order, decree or other instrument binding upon
         the Adviser;

              (d)  The Form ADV of the Adviser previously provided to the
         Sub-Adviser is a true and complete copy of the form filed with the
         Commission and the information contained therein is accurate and
         complete in all material respects as of its filing date and does not
         omit to state any material fact necessary in order to make the
         statements made, in light of the circumstances under which they were
         made, not misleading;

              (e)  This Agreement and the Advisory Agreement are valid and
         binding agreements of the Adviser; and

              (f) The Adviser acknowledges that it received a copy of the
         Sub-Adviser's Form ADV at least 48 hours prior to the execution of this
         Agreement

          7.      Survival of Representations and Warranties; Duty to Update
Information. All representations and warranties made by the Sub-Adviser and the
Adviser pursuant to Sections 5 and 6

                                       N-4


hereof shall survive for the duration of this Agreement and either party hereto
shall promptly notify the other in writing upon becoming aware that any of their
foregoing representations or warranties is no longer true.

         8.       Liability of Sub-Adviser. No provision of this Agreement
shall be deemed to protect the Sub-Adviser against any liability to the Trust or
its shareholders to which it might otherwise be subject by reason of any willful
misfeasance, bad faith, or gross negligence in the performance of its duties or
the reckless disregard of its obligations under this Agreement. In the absence
of willful misfeasance, bad faith or gross negligence on the part of the
Sub-Adviser or reckless disregard of the Sub-Adviser's obligations and duties
hereunder, the Sub-Adviser shall not be subject to any liability to the Adviser,
to the Fund or the Trust, or any of the Fund's shareholders, for any act or
omission in the case of, or connected with, rendering services hereunder.

         9.       Indemnification. The Sub-Adviser shall indemnify the Adviser
and the Trust, and their respective officers and trustees, for any liability
and expenses, including reasonable attorneys' fees, which may be sustained as a
result of the Sub-Adviser's willful misfeasance, bad faith or gross negligence,
or the reckless disregard of the Sub-Adviser's obligations and duties hereunder.
The Adviser shall indemnify the Sub-Adviser and its officers and members for any
liability and expenses, including reasonable attorneys' fees, which may be
sustained as a result of the Sub-Adviser's performance of its obligations
hereunder, except where such liability or expense results from the Sub-Adviser's
willful misfeasance, bad faith or gross negligence, or the reckless disregard of
the Sub-Adviser's obligations and duties hereunder.

        10.       Duration and Termination. This Agreement, unless sooner
terminated as provided herein, shall continue for two years after its initial
approval and thereafter for periods of one year for so long as such continuance
thereafter is specifically approved at least annually (a) by the vote of a
majority of those Trustees of the Trust who are not parties to this Agreement or
interested persons of any such party, cast in person at a meeting called for the
purpose of voting on such approval, and (b) by the Trustees of the Trust or by
vote of a majority of the outstanding voting securities of the Fund; provided,
however, that if the shareholders of the Fund fail to approve the Agreement as
provided herein, the Sub-Adviser may continue to serve hereunder in the manner
and to the extent permitted by the 1940 Act and rules thereunder. The foregoing
requirement that continuance of this Agreement be "specifically approved at
least annually" shall be construed in a manner consistent with the 1940 Act and
the rules and regulations thereunder.

         This Agreement may be terminated at any time, without the payment of
any penalty, by the Adviser, by vote of a majority of the Trustees of the Trust
or by vote of a majority of the outstanding voting securities of the Fund on not
less than 30 days' nor more than 60 days' written notice to the Sub- Adviser, or
by the Sub-Adviser at any time without the payment of any penalty, on 60 days'
written notice to the Adviser and the Trust. This Agreement will automatically
and immediately terminate in the event of its assignment, or upon termination of
the investment advisory agreement between the Adviser and the Trust. Any notice
under this Agreement shall be given in writing, addressed and delivered, or
mailed postpaid, to the other party at the primary office of such party, unless
such party has previously designated another address.

         As used in this Section 10, the terms "assignment," "interested
persons," and a "vote of a majority of the outstanding voting securities" shall
have the respective meanings set forth in the 1940

                                       N-5


Act and the rules and regulations thereunder, subject to such exemptions as may
be granted by the Commission under said Act.

         11.       Amendment. No provision of this Agreement may be changed,
waived, discharged, or terminated orally, but only by an instrument in writing
signed by the party against which enforcement of the change, waiver, discharge,
or termination is sought, and, no amendment of this Agreement shall be effective
until approved by the Board and, solely to the extent required by the 1940 Act,
regulations thereunder and/or interpretations thereof, the shareholders of the
Fund.

         12.       Governing Law. This Agreement shall be governed by and
construed in accordance with the laws of the State of Delaware, without regard
to its conflicts of law provisions, and the 1940 Act. To the extent that the
applicable laws of the State of Delaware conflict with the applicable provisions
of the 1940 Act, the latter shall control.

         13.       Counterparts. This Agreement may be executed in one or more
counterparts, all of which shall together constitute one and the same
instrument.

         14.       Captions. The captions herein are included for convenience of
reference only and shall be ignored in the construction or interpretation
hereof.

         15.       Severability. If any provision of this Agreement shall be
held or made invalid by a court decision, statute, rule or otherwise, the
remainder of this Agreement shall not be affected thereby.

         16.       Confidentiality.
                   ----------------

              (a)  Each party agrees that it will treat confidentially all
         information provided by the other party regarding such other party's
         businesses and operations, including without limitation the investment
         activities or holdings of the Fund ("Confidential Information"). All
         Confidential Information provided by a party hereto shall be used only
         by the other party hereto solely for the purposes of rendering
         services pursuant to this Agreement, and shall not be disclosed to any
         third party without the prior consent of the providing party, except
         for any party that is under common control and except for a limited
         number of employees, attorneys, accountants and other advisers of the
         party receiving the information on a need-to-know basis and solely for
         the purposes of rendering services under this Agreement.

              (b)  The foregoing Confidential Information shall not include any
         information that: (i) is public when provided or thereafter becomes
         public through no wrongful act of the recipient; (ii) is demonstrably
         known to the recipient prior to execution of this Agreement; (iii) is
         independently developed by the recipient through no wrongful act of
         the recipient in the ordinary course of business outside of this
         Agreement; (iv) is generally employed by the trade at the time that
         recipient learns of such information or knowledge, (v) has been
         rightfully and lawfully obtained by recipient from any third party; or
         (vi) is legally compelled to be disclosed by any regulatory authority
         in the lawful and appropriate exercise of its jurisdiction over a
         party, by any auditor of the parties hereto, by judicial or
         administrative process or otherwise by applicable laws, rules or
         regulations.

              (c)  It is understood that any information or recommendation
         supplied by, or produced by, the Sub-Adviser in connection with the
         performance of its obligations hereunder is to be regarded by

                                       N-6


         the Adviser and the Trust as confidential and for use only by the
         Adviser and the Fund. Furthermore, except as required by law
         (including, but not limited to semi-annual, annual or other filings
         made under the 1940 Act) or as agreed to by the Adviser and the
         Sub-Adviser, the Adviser and the Trust will not disclose, in any
         manner whatsoever except as expressly authorized in this Agreement,
         any list of securities held by the Fund for a period of at least 30
         days after month end, except that the Fund's top 10 holdings may be
         disclosed 30 days after month end. In addition, the Adviser or the
         Trust may disclose, earlier than 30 days after month end, a list of
         the securities held by the Fund to certain third parties who have
         entered into a confidentiality agreement with the Trust.

A copy of the Declaration of Trust of the Trust is on file with the Secretary of
the State of Delaware, and notice is hereby given that this instrument is not
binding upon any of the Trustees, officers, or shareholders of the Trust
individually.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
as of the day and year first written above.

                                               SECURITY INVESTORS, LLC

                                               By:
                                                      --------------------
                                               Name:  Richard Goldman
                                               Title: President

                                               Attest:
                                                      --------------------
                                               Name:  Michael Byrum
                                               Title: Secretary

                                               AMERICAN INDEPENDENCE FINANCIAL
                                               SERVICES, LLC

                                               By:
                                                      --------------------
                                               Name:
                                               Title: President

                                               Attest:
                                                      --------------------
                                               Name:
                                               Title: Secretary

                                       N-7


                                          SCHEDULE A
                                             TO THE
                                    SUB-ADVISER AGREEMENT
                                            BETWEEN
                                    SECURITY INVESTORS, LLC
                                              AND
                         AMERICAN INDEPENDENCE FINANCIAL SERVICES, LLC
                                            FOR THE
                            LONG SHORT INTEREST RATE STRATEGY FUND

The Adviser shall pay compensation to the Sub-Adviser pursuant to section 2 of
the Sub-Adviser Agreement between said parties in accordance with the following
annual percentage rate:

       Long Short Interest Rate Strategy Fund: 0.20% per annum (net of waivers
       and reimbursements)

DATED: [ ]

                                       N-8


                                   APPENDIX O

         INFORMATION REGARDING THE SUB-ADVISORY AGREEMENT WITH AMERICAN
      INDEPENDENCE FINANCIAL SERVICES, LLC AND FEES PAID TO THE SUB-ADVISER

         American Independence Financial Services, LLC (the "Sub-Adviser")
currently serves as sub-adviser to the Long Short Interest Rate Strategy Fund, a
series of Rydex Series Funds (the "Fund"), pursuant to the investment
sub-advisory agreement between Security Investors, LLC, the Fund's investment
adviser (the "Investment Adviser"), and the Sub-Adviser. The table below
provides the following information:

             (i)   the date of the Sub-Advisory Agreement;

             (ii)  the date on which the Fund's shareholders last approved the
                   Fund's Sub-Advisory Agreement;

             (iii) the annual rate of sub-advisory fees paid by the Investment
                   Adviser to the Sub-Adviser for the Sub-Adviser's sub-advisory
                   services to the Fund; and

             (iv)  the aggregate amount of advisory fees paid by the Investment
                   Adviser to the Sub-Adviser for the Sub-Adviser's sub-advisory
                   services to the Fund during the Fund's fiscal year ended
                   December 31, 2010.



                                              DATE OF          DATE OF LAST                           SUB-ADVISORY
                                           SUB-ADVISORY        SHAREHOLDER        SUB-ADVISORY        FEES PAID TO
FUND                                         AGREEMENT           APPROVAL             FEES             SUB-ADVISER
------------------------------------------------------------------------------------------------------------------
                                                                                              
Long Short Interest Rate Strategy Fund       8/1/2010              []                 0.20%               $[ ]


                                       O-1


                                   APPENDIX P

        DIRECTORS/TRUSTEES/MANAGERS AND OFFICERS OF AMERICAN INDEPENDENCE
                             FINANCIAL SERVICES, LLC

         MANAGERS AND PRINCIPAL EXECUTIVE OFFICERS OF AMERICAN INDEPENDENCE
         FINANCIAL SERVICES, LLC. The business address of the managers and
         principal executive officers is 335 Madison Avenue, Mezzanine, New
         York, New York 10017.



                             POSITION HELD WITH
                             American Independence        OTHER PRINCIPAL
NAME                         Financial Services, LLC      OCCUPATION/POSITION
-------------------------------------------------------------------------------
                                                    
[]                           []                           []

[]                           []                           []

[]                           []                           []


         There are no Trustees/Officers of the Fund who hold position(s) with
         American Independence Financial Services, LLC.

                                       P-1


                                   APPENDIX Q

         ADVISORY FEE RATES OF FUNDS WITH SIMILAR INVESTMENT OBJECTIVES
            ADVISED BY AMERICAN INDEPENDENCE FINANCIAL SERVICES, LLC

         Each of the tables below lists the names of other mutual funds advised
or sub-advised by American Independence Financial Services, LLC ("AIFS") with
similar investment objectives as the Long Short Interest Rate Strategy Fund (the
"Fund"), and information concerning the Fund's and such other funds' net assets
and the rate of compensation for AIFS for its services to the Fund and such
other funds.



                                                                        ANNUAL
                                                                     COMPENSATION
                                                                     TO AIFS (AS A
                                                                     PERCENTAGE OF
NAME OF FUND SUBJECT TO THIS PROXY STATEMENT                         AVERAGE DAILY     NET ASSETS    FEES WAIVED
Name(s) of Other Fund(s) with Similar Objectives                      NET ASSETS)    (IN MILLIONS)     BY AIFS
----------------------------------------------------------------------------------------------------------------
                                                                                               
LONG SHORT INTEREST RATE STRATEGY FUND, A SERIES OF                      0.20%           $ 164.3        $   []
RYDEX SERIES FUNDS
[]                                                                       []              $    []        $   []


                                       Q-1


                                   APPENDIX R

                               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 Fund                                    []
All-Asset Conservative Strategy Fund                                  []
All-Asset Moderate Strategy Fund                                      []
Alternative Strategies Allocation Fund                                []
Amerigo Fund                                                          []
Banking Fund                                                          []
Basic Materials Fund                                                  []
Biotechnology Fund                                                    []
Clermont Fund                                                         []
Commodities Strategy Fund                                             []
Consumer Products Fund                                                []
Dow 2x Strategy Fund                                                  []
DWA Flexible Allocation Fund                                          []
DWA Sector Rotation Fund                                              []
Electronics Fund                                                      []
Energy Fund                                                           []
Energy Services Fund                                                  []
Europe 1.25x Strategy Fund                                            []
Financial Services Fund                                               []
Government Long Bond 1.2x Strategy Fund                               []
Health Care Fund                                                      []
High Yield Strategy Fund                                              []
Internet Fund                                                         []
Inverse Dow 2x Strategy Fund                                          []
Inverse Government Long Bond Strategy Fund                            []
Inverse High Yield Strategy Fund                                      []
Inverse Mid-Cap Strategy Fund                                         []
Inverse NASDAQ-100(R) Strategy Fund                                   []
Inverse NASDAQ-100(R) 2x Strategy Fund                                []
Inverse Russell 2000(R) Strategy Fund                                 []
Inverse Russell 2000(R) 2x Strategy Fund                              []
Inverse S&P 500 Strategy Fund                                         []
Inverse S&P 500 2x Strategy Fund                                      []
Japan 2x Strategy Fund                                                []
Leisure Fund                                                          []
Long/Short Commodities Fund                                           []
Managed Futures Strategy Fund                                         []
Mid-Cap 1.5x Strategy Fund                                            []
Multi-Hedge Strategies Fund                                           []
NASDAQ-100(R) 2x Strategy Fund                                        []
NASDAQ-100(R) Fund                                                    []
Nova Fund                                                             []
Precious Metals Fund                                                  []
Real Estate Fund                                                      []
Retailing Fund                                                        []
Russell 2000(R) Fund                                                  []


                                       R-1




FUND                                                  SHARES OUTSTANDING
--------------------------------------------------------------------------------
                                                                   
Russell 2000(R) 1.5x Strategy Fund                                    []
Russell 2000(R) 2x Strategy Fund                                      []
S&P 500 Fund                                                          []
S&P 500 2x Strategy Fund                                              []
S&P 500 Pure Growth Fund                                              []
S&P 500 Pure Value Fund                                               []
S&P MidCap 400 Pure Growth Fund                                       []
S&P MidCap 400 Pure Value Fund                                        []
S&P SmallCap 600 Pure Growth Fund                                     []
S&P SmallCap 600 Pure Value Fund                                      []
Select Allocation Fund                                                []
Strengthening Dollar 2x Strategy Fund                                 []
Technology Fund                                                       []
Telecommunications Fund                                               []
Transportation Fund                                                   []
U.S. Government Money Market Fund                                     []
U.S. Long Short Momentum Fund                                         []
Utilities Fund                                                        []
Weakening Dollar 2x Strategy Fund                                     []


                              RYDEX DYNAMIC FUNDS:



                                                       SHARES OUTSTANDING
                                        -------------------------------------------------
FUND                                      A-CLASS      C-CLASS      H-CLASS       TOTAL
-----------------------------------------------------------------------------------------
                                                                         
Dow 2x Strategy Fund                           []           []           []          []
Inverse Dow 2x Strategy Fund                   []           []           []          []
Inverse NASDAQ-100(R) 2x Strategy Fund         []           []           []          []
Inverse Russell 2000(R) 2x Strategy Fund       []           []           []          []
Inverse S&P 500 2x Strategy Fund               []           []           []          []
NASDAQ-100(R) 2x Strategy Fund                 []           []           []          []
Russell 2000(R) 2x Strategy Fund               []           []           []          []
S&P 500 2x Strategy Fund                       []           []           []          []


                 RYDEX SERIES FUNDS (FOR ALL SERIES EXCEPT RYDEX
                       U.S. GOVERNMENT MONEY MARKET FUND)




                                                                        SHARES OUTSTANDING
                                         -----------------------------------------------------------------------------
FUND                                       A-CLASS    C-CLASS    H-CLASS    ADVISOR CLASS   INVESTOR CLASS   TOTAL
----------------------------------------------------------------------------------------------------------------------
                                                                                               
All-Asset Aggressive Strategy Fund               []         []         []            []               []         []
All-Asset Conservative Strategy Fund             []         []         []            []               []         []
All-Asset Moderate Strategy Fund                 []         []         []            []               []         []
Alternative Strategies Fund                      []         []         []            []               []         []
Alternative Strategies Allocation Fund           []         []         []            []               []         []
Banking Fund                                     []         []         []            []               []         []
Basic Materials Fund                             []         []         []            []               []         []
Biotechnology Fund                               []         []         []            []               []         []
Commodities Strategy Fund                        []         []         []            []               []         []
Consumer Products Fund                           []         []         []            []               []         []
Electronics Fund                                 []         []         []            []               []         []
Emerging Markets 2x Strategy Fund                []         []         []            []               []         []
Energy Fund                                      []         []         []            []               []         []
Energy Services Fund                             []         []         []            []               []         []
Europe 1.25x Strategies Fund                     []         []         []            []               []         []
Event Driven and Distressed Strategies Fund      []         []         []            []               []         []
Financial Services Fund                          []         []         []            []               []         []
Government Long Bond 1.2x Strategy Fund          []         []         []            []               []         []
Health Care Fund                                 []         []         []            []               []         []
High Yield Strategy Fund                         []         []         []            []               []         []


                                       R-2




                                                                              SHARES OUTSTANDING
                                         ---------------------------------------------------------------------------------
FUND                                         A-CLASS     C-CLASS     H-CLASS     ADVISOR CLASS    INVESTOR CLASS  TOTAL
--------------------------------------------------------------------------------------------------------------------------
                                                                                                    
Internet Fund                                      []          []          []             []                []        []
Inverse Emerging Markets 2x Strategy Fund          []          []          []             []                []        []
Inverse Government Long Bond Strategy Fund         []          []          []             []                []        []
Inverse High Yield Strategy Fund                   []          []          []             []                []        []
Inverse Mid-Cap Strategy Fund                      []          []          []             []                []        []
Inverse NASDAQ-100(R) Strategy Fund                []          []          []             []                []        []
Inverse Russell 2000(R) Strategy Fund              []          []          []             []                []        []
Inverse S&P 500 Strategy Fund                      []          []          []             []                []        []
Japan 2x Strategy Fund                             []          []          []             []                []        []
Leisure Fund                                       []          []          []             []                []        []
Long/Short Commodities Strategy Fund               []          []          []             []                []        []
Long Short Equity Strategy Fund                    []          []          []             []                []        []
Long Short Internet Rate Strategy Fund             []          []          []             []                []        []
Managed Futures Strategy Fund                      []          []          []             []                []        []
Mid-Cap 1.5x Strategy Fund                         []          []          []             []                []        []
Multi-Hedge Strategies Fund                        []          []          []             []                []        []
NASDAQ-100(R) Fund                                 []          []          []             []                []        []
Nova Fund                                          []          []          []             []                []        []
Precious Metals Fund                               []          []          []             []                []        []
Real Estate Fund                                   []          []          []             []                []        []
Retailing Fund                                     []          []          []             []                []        []
Russell 2000(R) 1.5x Strategy Fund                 []          []          []             []                []        []
Russell 2000(R) Fund                               []          []          []             []                []        []
S&P 500 Fund                                       []          []          []             []                []        []
S&P 500 Pure Growth Fund                           []          []          []             []                []        []
S&P 500 Pure Value Fund                            []          []          []             []                []        []
S&P MidCap 400 Pure Growth Fund                    []          []          []             []                []        []
S&P MidCap 400 Pure Value Fund                     []          []          []             []                []        []
S&P SmallCap 600 Pure Growth Fund                  []          []          []             []                []        []
S&P SmallCap 600 Pure Value Fund                   []          []          []             []                []        []
Strengthening Dollar 2x Strategy Fund              []          []          []             []                []        []
Technology Fund                                    []          []          []             []                []        []
Telecommunications Fund                            []          []          []             []                []        []
Transportation Fund                                []          []          []             []                []        []
Utilities Fund                                     []          []          []             []                []        []
U.S. Long Short Momentum Fund                      []          []          []             []                []        []
Weakening Dollar 2x Strategy Fund                  []          []          []             []                []        []




                           RYDEX SERIES FUNDS -- RYDEX U.S. GOVERNMENT MONEY MARKET FUND
------------------------------------------------------------------------------------------------------------------
                                                        SHARES OUTSTANDING
------------------------------------------------------------------------------------------------------------------
     A-CLASS      C-CLASS      H-CLASS      ADVISOR CLASS      INVESTOR CLASS      INVESTOR 2 CLASS      TOTAL
------------------------------------------------------------------------------------------------------------------
                                                                                          
          []           []           []                []                  []                  []            []
------------------------------------------------------------------------------------------------------------------


                                       R-3


                                   APPENDIX S

            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:

                                          RYDEX VARIABLE TRUST



                                                    NAME AND ADDRESS        AMOUNT OF SHARES        PERCENTAGE OF
NAME OF THE FUND                                 OF THE BENEFICIAL OWNER        OWNED                 THE CLASS
------------------------------------------------------------------------------------------------------------------
                                                                                           
All-Asset Aggressive Strategy Fund               []                         []                      []
All-Asset Conservative Strategy Fund             []                         []                      []
All-Asset Moderate Strategy Fund                 []                         []                      []
Alternative Strategies Allocation Fund           []                         []                      []
Amerigo Fund                                     []                         []                      []
Banking Fund                                     []                         []                      []
Basic Materials Fund                             []                         []                      []
Biotechnology Fund                               []                         []                      []
Clermont Fund                                    []                         []                      []
Commodities Strategy Fund                        []                         []                      []
Consumer Products Fund                           []                         []                      []
Dow 2x Strategy Fund                             []                         []                      []
DWA Flexible Allocation Fund                     []                         []                      []
DWA Sector Rotation Fund                         []                         []                      []
Electronics Fund                                 []                         []                      []
Energy Fund                                      []                         []                      []
Energy Services Fund                             []                         []                      []
Europe 1.25x Strategy Fund                       []                         []                      []
Financial Services Fund                          []                         []                      []
Government Long Bond 1.2x Strategy Fund          []                         []                      []
Health Care Fund                                 []                         []                      []
High Yield Strategy Fund                         []                         []                      []
Internet Fund                                    []                         []                      []
Inverse Dow 2x Strategy Fund                     []                         []                      []
Inverse Government Long Bond Strategy Fund       []                         []                      []
Inverse High Yield Strategy Fund                 []                         []                      []
Inverse Mid-Cap Strategy Fund                    []                         []                      []
Inverse NASDAQ-100(R) Strategy Fund              []                         []                      []
Inverse NASDAQ-100(R) 2x Strategy Fund           []                         []                      []
Inverse Russell 2000(R) Strategy Fund            []                         []                      []
Inverse Russell 2000(R) 2x Strategy Fund         []                         []                      []
Inverse S&P 500 Strategy Fund                    []                         []                      []
Inverse S&P 500 2x Strategy Fund                 []                         []                      []
Japan 2x Strategy Fund                           []                         []                      []
Leisure Fund                                     []                         []                      []
Long/Short Commodities Strategy Fund             []                         []                      []
Managed Futures Strategy Fund                    []                         []                      []
Mid-Cap 1.5x Strategy Fund                       []                         []                      []


                                       S-1




                                                    NAME AND ADDRESS        AMOUNT OF SHARES        PERCENTAGE OF
NAME OF THE FUND                                 OF THE BENEFICIAL OWNER        OWNED                 THE CLASS
------------------------------------------------------------------------------------------------------------------
                                                                                           
Multi-Hedge Strategies Fund                      []                         []                      []
NASDAQ-100(R) 2x Strategy Fund                   []                         []                      []
NASDAQ-100(R) Fund                               []                         []                      []
Nova Fund                                        []                         []                      []
Precious Metals Fund                             []                         []                      []
Real Estate Fund                                 []                         []                      []
Retailing Fund                                   []                         []                      []
Russell 2000(R) Fund                             []                         []                      []
Russell 2000(R) 1.5x Strategy Fund               []                         []                      []
Russell 2000(R) 2x Strategy Fund                 []                         []                      []
S&P 500                                          []                         []                      []
S&P 500 2x Strategy Fund                         []                         []                      []
S&P 500 Pure Growth Fund                         []                         []                      []
S&P 500 Pure Value Fund                          []                         []                      []
S&P MidCap 400 Pure Growth Fund                  []                         []                      []
S&P MidCap 400 Pure Value Fund                   []                         []                      []
S&P SmallCap 600 Pure Growth Fund                []                         []                      []
S&P SmallCap 600 Pure Value Fund                 []                         []                      []
Select Allocation Fund                           []                         []                      []
Strengthening Dollar 2x Strategy Fund            []                         []                      []
Technology Fund                                  []                         []                      []
Telecommunications Fund                          []                         []                      []
Transportation Fund                              []                         []                      []
U.S. Government Money Market Fund                []                         []                      []
U.S. Long Short Momentum Fund                    []                         []                      []
Utilities Fund                                   []                         []                      []
Weakening Dollar 2x Strategy Fund                []                         []                      []


                                               RYDEX DYNAMIC FUNDS


                                                    NAME AND ADDRESS        AMOUNT OF SHARES        PERCENTAGE OF
NAME OF THE FUND                                 OF THE BENEFICIAL OWNER        OWNED                 THE CLASS
------------------------------------------------------------------------------------------------------------------
                                                                                           
Dow 2x Strategy Fund                             []                         []                      []
Inverse Dow 2x Strategy Fund                     []                         []                      []
Inverse NASDAQ-100(R) 2x Strategy Fund           []                         []                      []
Inverse Russell 2000(R) 2x Strategy Fund         []                         []                      []
Inverse S&P 500 2x Strategy Fund                 []                         []                      []
NASDAQ-100 2x Strategy Fund                      []                         []                      []
Russell 2000(R) 2x Strategy Fund                 []                         []                      []
S&P 500 2x Strategy Fund


                                       S-2


                                                 RYDEX SERIES FUNDS



                                                    NAME AND ADDRESS        AMOUNT OF SHARES        PERCENTAGE OF
NAME OF THE FUND                                 OF THE BENEFICIAL OWNER        OWNED                 THE CLASS
------------------------------------------------------------------------------------------------------------------
                                                                                           
All-Asset Aggressive Strategy Fund               []                         []                      []
All-Asset Conservative Strategy Fund             []                         []                      []
All-Asset Moderate Strategy Fund                 []                         []                      []
Alternative Strategies Fund                      []                         []                      []
Alternative Strategies Allocation Fund           []                         []                      []
Banking Fund                                     []                         []                      []
Basic Materials Fund                             []                         []                      []
Biotechnology Fund                               []                         []                      []
Commodities Strategy Fund                        []                         []                      []
Consumer Products Fund                           []                         []                      []
Electronics Fund                                 []                         []                      []
Emerging Markets 2x Strategy Fund                []                         []                      []
Energy Fund                                      []                         []                      []
Energy Services Fund                             []                         []                      []
Europe 1.25x Strategy Fund                       []                         []                      []
Event Driven and Distressed Strategies Fund      []                         []                      []
Financial Services Fund                          []                         []                      []
Government Long Bond 1.2x Strategy Fund          []                         []                      []
Health Care Fund                                 []                         []                      []
High Yield Strategy Fund                         []                         []                      []
Internet Fund                                    []                         []                      []
Inverse Emerging Markets 2x Strategy Fund        []                         []                      []
Inverse Government Long Bond Strategy Fund       []                         []                      []
Inverse High Yield Strategy Fund                 []                         []                      []
Inverse Mid-Cap Strategy Fund                    []                         []                      []
Inverse NASDAQ-100(R) Strategy Fund              []                         []                      []
Inverse Russell 2000(R) Strategy Fund            []                         []                      []
Inverse S&P 500 Strategy Fund                    []                         []                      []
Japan 2x Strategy Fund                           []                         []                      []
Leisure Fund                                     []                         []                      []
Long/Short Commodities Strategy Fund             []                         []                      []
Long Short Equity Strategy Fund                  []                         []                      []
Long Short Internet Rate Strategy Fund           []                         []                      []
Managed Futures Strategy Fund                    []                         []                      []
Mid-Cap 1.5x Strategy Fund                       []                         []                      []
Multi-Hedge Strategies Fund                      []                         []                      []
NASDAQ-100(R) Fund                               []                         []                      []
Nova Fund                                        []                         []                      []
Precious Metals Fund                             []                         []                      []
Real Estate Fund                                 []                         []                      []
Retailing Fund                                   []                         []                      []
Russell 2000(R) 1.5x Strategy Fund               []                         []                      []
Russell 2000(R) Fund                             []                         []                      []
S&P 500 Fund                                     []                         []                      []
S&P 500 Pure Growth Fund                         []                         []                      []
S&P 500 Pure Value Fund                          []                         []                      []
S&P MidCap 400 Pure Growth Fund                  []                         []                      []
S&P MidCap 400 Pure Value Fund                   []                         []                      []
S&P SmallCap 600 Pure Growth Fund                []                         []                      []
S&P SmallCap 600 Pure Value Fund                 []                         []                      []


                                       S-3




                                              NAME AND ADDRESS        AMOUNT OF SHARES        PERCENTAGE OF
NAME OF THE FUND                           OF THE BENEFICIAL OWNER        OWNED                 THE CLASS
------------------------------------------------------------------------------------------------------------------
                                                                                     
Strengthening Dollar 2x Strategy Fund    []                              []                   []
Technology Fund                          []                              []                   []
Telecommunications Fund                  []                              []                   []
Transportation Fund                      []                              []                   []
Utilities Fund                           []                              []                   []
U.S. Government Money Market Fund        []                              []                   []
U.S. Long Short Momentum Fund            []                              []                   []
Weakening Dollar 2x Strategy Fund        []                              []                   []


--------------------------------------

*    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.

                                       S-4


                                   APPENDIX T

                          NOMINATING COMMITTEE CHARTER

                                                                 August 27, 2008

                               RYDEX SERIES FUNDS
                               RYDEX DYNAMIC FUNDS
                              RYDEX VARIABLE TRUST
                                 RYDEX ETF TRUST

                          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

                                       T-1


            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 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.

                                       T-2


        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.

                                       T-3


                              [FORM OF PROXY CARD]

[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 3 - RYDEX STATEMENT        |
|  NA2 - RYDEX SGI - BALLOT 3 - RYDEX STATEMENT        |
|  NA3 - RYDEX SGI - BALLOT 3 - RYDEX STATEMENT        |
|  NA4 - RYDEX SGI - BALLOT 3 - RYDEX STATEMENT        |
|  NA5 - RYDEX SGI - BALLOT 3 - RYDEX STATEMENT        |
|  NA6 - RYDEX SGI - BALLOT 3 - RYDEX STATEMENT        |
|  NA7 - RYDEX SGI - BALLOT 3 - RYDEX STATEMENT        |
--------------------------------------------------------

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/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 each Trust
     and Securities Investors, LLC.                                            [ ]            [ ]              [ ]

2.   To approve a new investment 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 advisory agreement between Securities
     Investors, LLC and Dorsey, Wright & Associates, Inc. for DWA FLEXIBLE
     ALLOCATION FUND AND DWA SECTOR ROTATION FUND.                             [ ]            [ ]              [ ]

4.   TO APPROVE A new investment advisory agreement between Securities
     Investors, LLC and American Independence Financial Services, LLC FOR
     LONG SHORT INTEREST RATE STRATEGY FUND.                                   [ ]            [ ]              [ ]

5.   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
6.   To approve a "manager of managers" arrangement                            [ ]            [ ]              [ ]

7.   To approve the elimination of the fundamental investment policy on        [ ]            [ ]              [ ]
     investing in other investment companies for Rydex Series Funds--U.S.
     GOVERNMENT MONEY MARKET FUND AND RYDEX VARIABLE TRUST--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.

COVER

                                                  1775 I Street, N.W.
[LOGO OF Dechert]                                 Washington, DC  20006-2401
             LLP                                  +1  202  261  3300  Main
                                                  +1  202  261  3333  Fax
                                                  www.dechert.com

                                                  ------------------------------

                                                  JULIEN BOURGEOIS

                                                  julien.bourgeois@dechert.com
                                                  +1  202  261  3451  Direct
                                                  +1  202  261  3151  Fax

September 23, 2011

VIA EDGAR

Filing Desk
Securities and Exchange Commission
Office of Filings and Information Services
Branch of Registrations and Examinations
Mail Stop 0-25
100 F Street, NE
Washington, D.C.  20549

Re:     Rydex Variable Trust (File No. 811-08821)
        Rydex Series Funds (File No. 811-07584)
        Rydex Dynamic Funds (File No. 811-09525)
        (each a "Trust," and collectively, the "Trusts")

Ladies and Gentlemen:

Pursuant to Rule 14a-6 under the Securities Exchange Act of 1934, attached for
filing via the EDGAR system is a preliminary proxy statement, form of proxy, and
other soliciting material ("Proxy Materials") for a Joint Special Meeting of
Shareholders ("Meeting") of the Trusts to be held on November 22, 2011.

The Meeting is being held for the purpose of asking shareholders: (i) to approve
new Investment Advisory Agreements between Security Investors, LLC and the
Trusts, on behalf of each series of the Trusts in connection with a corporate
transaction that may result in a change in control; (ii) with respect to Rydex
Variable Trust-Amerigo Fund, Clermont Fund and Select Allocation Fund, to
approve a new Sub-Advisory Agreement between Security Investors, LLC and CLS
Investments, LLC; (iii) with respect to Rydex Variable Trust-DWA Flexible
Allocation Fund and DWA Sector Rotation Fund, to approve a new Sub-Advisory
Agreement between Security Investors, LLC and Dorsey, Wright & Associates, Inc.;
(iv) with respect to Rydex Series Funds-Long Short Interest Rate Strategy Fund,
to approve a new Sub-Advisory Agreement between Security Investors, LLC and
American Independence Financial Services, LLC; (v) to elect

-----------------------
US Austin Boston Charlotte Hartford Los Angeles New York Orange County
Philadelphia Princeton San FranciscoSilicon Valley Washington DC EUROPE Brussels
Dublin London Luxembourg Moscow Munich Paris ASIA Beijing Hong Kong


[LOGO OF Dechert]                                      September 23, 2011
             LLP                                       Page 2

nominees to the Boards of Trustees of the Trusts; (vi) to approve a "manager of
managers" arrangement; and (vii) with respect to Rydex Variable Trust-U.S.
Government Money Market Fund and Rydex Series Funds-U.S. Government Money Market
Fund, to approve the elimination of the fundamental investment policy on
investing in other investment companies.

No fee is required in connection with this filing.  Should you have any
questions or comments, please contact me at 202.261.3451.

Sincerely,

/s/ Julien Bourgeois
--------------------

Julien Bourgeois
Attachments