sb53029-485a.htm

RYDEX | SGI FUNDS PROSPECTUS

Class A, B and C

January [ ], 2012

Fundamental Alpha

Large Cap Value Fund

Class A – SECIX

Class B – SECBX

Class C – SEGIX

Large Cap Core Fund

Class A – SECEX

Class B – SEQBX

Class C – SFECX

All Cap Value Fund

Class A - SESAX

Class C – SEVCX

Mid Cap Value Fund

Class A – SEVAX

Class B – SVXBX

Class C – SEVSX

Small Cap Growth Fund

Class A – SSCAX

Class B – SEPBX

Class C – SESCX

Small Cap Value Fund

Class A – SSUAX

Class C – SSVCX

Large Cap Concentrated Growth Fund

Class A – SEFAX

Class B – SEFBX

Class C – SSSCX

Mid Cap Growth Fund

Class A – SECUX

Class B – SEUBX

Class C – SUFCX

www.rydex-sgi.com

The U.S. Securities and Exchange Commission has not approved or disapproved these securities, or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.

Rydex Distributors, LLC

Fund Summaries	4
Rydex \| SGI Large Cap Value Fund	4
Rydex \| SGI Large Cap Core Fund	8
Rydex \| SGI All Cap Value Fund	12
Rydex \| SGI Mid Cap Value Fund	16
Rydex \| SGI Small Cap Growth Fund	20
Rydex \| SGI Small Cap Value Fund	24
Rydex \| SGI Large Cap Concentrated Growth Fund	28
Rydex \| SGI Mid Cap Growth Fund	32

Additional Information Regarding Investment Objectives and Strategies	36

Descriptions of Principal Risks	36

Portfolio Holdings	41

Investment Manager	41
Management Fees	41
Portfolio Managers	42

Sub-Advisers	43

Buying Shares	43
Cancelled Purchase Orders	44
Customer Identification and Verification	44
Market Timing/Short-Term Trading	45
Class A Shares	46
Class A Distribution Plan	48
Class B Shares	48
Class B Distribution Plan	49
Class C Shares	49
Class C Distribution Plan	49
Waiver of Deferred Sales Charge	50
Revenue Sharing Payments	50

Selling Shares	50
By Mail	51
By Telephone	51
By Broker	51
Payment of Redemption Proceeds	51
Uncashed Check Policy	52
Low Balance Accounts	52
Transactions Over Telephone or Internet	52

Dividends and Taxes	53
Tax on Distributions	53
Taxes on Sales, Redemptions or Exchanges	53
Back-up Withholding	53
Foreign Shareholders	54

Determination of Net Asset Value	54

Shareholder Services	54
Automatic Investment Plan	53
Systematic Withdrawal Program	54
Exchange Privilege	54
Retirement Plans	55

General Information	55

Shareholder Inquiries	55
Important Information About Certain Funds	55

Financial Highlights	56

Fund Summaries

Rydex | SGI Large Cap Value Fund

Investment Objective — The Large Cap Value Fund seeks long-term growth of capital.

Fees and Expenses of the Fund — This table describes the fees and expenses that you may pay if you buy and hold shares of the Fund. You may qualify for sales charge discounts if you and your family invest, or agree to invest in the future, at least $100,000 in the Family of Funds, as defined on page [ ] of the Fund’s prospectus. More information about these and other discounts is available from your financial professional and in the “Buying Shares—Class A Shares” section on page [ ] of the Fund’s prospectus and the “How to Purchase Shares” section on page [ ] of the Fund’s statement of additional information.

Shareholder Fees (fees paid directly from your investment)

	Class A	Class B	Class C
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price)	4.75%	Closed to new subscriptions	None
Maximum Deferred Sales Charge (Load) (as a percentage of original purchase price or redemption proceeds, whichever is lower)	None	5%	1%

Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)

	Class A	Class B	Class C
Management fees	0.65%	0.65%	0.65%
Distribution and service (12b-1) fees	0.25%	1.00%	1.00%
Other expenses	[ ]%	[ ]%	[ ]%
Total annual fund operating expenses	[ ]%	[ ]%	[ ]%
Fee Waiver (and/or expense reimbursement)1	[ ]%	[ ]%	[ ]%
Total annual fund operating expenses after fee waiver (and/or expense reimbursement)	[ ]%	[ ]%	[ ]%
1[Security Investors, LLC (“Security Investors” or the “Investment Managers”) has contractually agreed through January 31, 2013 to waive fees and/or reimburse Fund expenses to the extent necessary to limit the ordinary operating expenses (including distribution (12b-1) fees, but exclusive of brokerage costs, dividends on securities sold short, acquired fund fees and expenses, interest, taxes, litigation, indemnification, and extraordinary expenses) (“Operating Expenses”) of the Fund to the annual percentage of average daily net assets for each class of shares as follows: Class A – [ ]%, Class B – [ ]%, Class C – [ ]%.] The Fund may have “Total annual fund operating expenses after fee waiver” greater than the expense cap as a result of any acquired fund fees and expenses or other expenses that are excluded from the calculation. The Investment Manager is entitled to reimbursement by the Fund of fees waived or expenses reimbursed during any of the previous 36 months beginning on the date of the expense limitation agreement. The agreement will expire when it reaches its termination or when the Investment Manager ceases to serve as such (subject to recoupment rights) and can be terminated by the Fund’s Board of Directors, subject to the recoupment rights of the Investment Manager.

Example. This Example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds.

The Example assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem all of your shares at the end of those periods. The Example also assumes that your investment has a 5% return each year and that the Fund’s operating expenses remain the same. Although the actual costs may be higher or lower, based on these assumptions your cost would be:

	Redeemed				Not Redeemed
Class	1 Year	3 Years	5 Years	10 Years	1 Year	3 Years	5 Years	10 Years
A	$ [ ]	$ [ ]	$ [ ]	$ [ ]	$ [ ]	$ [ ]	$ [ ]	$ [ ]
B	[ ]	[ ]	[ ]	[ ]	[ ]	[ ]	[ ]	[ ]
C	[ ]	[ ]	[ ]	[ ]	[ ]	[ ]	[ ]	[ ]
The above Examples reflect applicable contractual fee waiver/expense reimbursement arrangements for the duration of the arrangements only.

Portfolio Turnover. The Fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the example, affect the Fund’s performance. During the most recent fiscal year, the Fund’s portfolio turnover rate was [ ]% of the average value of its portfolio.

In choosing securities, Security Investors, LLC (the “Investment Manager”) primarily invests in value-oriented companies. Value-oriented companies are companies that appear to be undervalued relative to assets, earnings, growth potential or cash flows. The Investment Manager uses a blend of quantitative analysis and fundamental research to identify securities that appear favorably priced and that may be able to sustain or improve their pre-tax ROIC (Return on Invested Capital) over time. The Fund may, consistent with its status as a non-diversified mutual fund, focus its investments in a limited number of issuers.

The Fund may invest a portion of its assets in futures contracts, options on futures contracts, and options on securities. These instruments are used to hedge the Fund’s portfolio, to maintain exposure to the equity markets, or to increase returns.

The Fund may invest in a variety of investment vehicles, including those that seek to track the composition and performance of a specific index, such as exchange traded funds (“ETFs”) and other mutual funds. The Fund may use these investments as a way of managing its cash position, or to gain exposure to the equity markets or a particular sector of the equity markets, while maintaining liquidity.

The Fund typically sells a security when its issuer is no longer considered a value company, shows deteriorating fundamentals or falls short of the Investment Manager’s expectations, among other reasons.

Under adverse or unstable market conditions, the Fund could invest some or all of its assets in cash, fixed-income securities, government bonds, money market securities, or repurchase agreements. Although the Fund would do this only in seeking to avoid losses, the Fund may be unable to pursue its investment objective during that time, and it could reduce the benefit from any upswing in the market.

Principal Risks — An investment in the Fund is not a deposit of a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. The value of an investment in the Fund will fluctuate and is subject to investment risks, which means investors could lose money. The principal risks of investing in the Fund are listed below.

Equity Derivatives Risk. Equity derivatives may pose risks in addition to those associated with investing directly in securities or other investments, including illiquidity of the equity derivative, imperfect correlations with underlying investments or the Fund’s other portfolio holdings, lack of availability and counterparty risk.

Equity Securities Risk. Equity securities include common stocks and other equity securities (and securities convertible into stocks), and the prices of equity securities fluctuate in value more than other investments. They reflect changes in the issuing company’s financial condition and changes in the overall market. Common stocks generally represent the riskiest investment in a company. The Fund may lose a substantial part, or even all, of its investment in a company’s stock. Growth stocks may be more volatile than value stocks.

Foreign Securities Risk. Foreign securities, including investments in foreign securities through ADRs, carry additional risks when compared to U.S. securities, including currency fluctuations, adverse political and economic developments, unreliable or untimely information, less liquidity, limited legal recourse and higher transactional costs.

Index Risk. Investments intended to track a benchmark index may not have performance that corresponds with the performance of the benchmark index for any period of time and may underperform the overall stock market.

Investment in Investment Vehicles Risk. Investing in other investment vehicles, including ETFs and other mutual funds, subjects the Fund to those risks affecting the investment vehicle, including the possibility that the value of the underlying securities held by the investment vehicle could decrease. Moreover, the Fund and its shareholders will incur its pro rata share of the underlying vehicles’ expenses.

Leverage Risk. The Fund’s use of leverage through derivatives may cause the Fund to be more volatile than if it had not been leveraged. Leverage can arise through the use of derivatives.

Management Risk. The Fund is actively managed. There is no guarantee that the investment strategies will be successful.

Market Risk. The market value of the securities held by the Fund may fluctuate resulting from factors affecting the individual company or other factors such as changing economic, political or financial market conditions.

Non-Diversification Risk. The Fund is considered non-diversified because it invests a large portion of its assets in a small number of issuers. As a result, the Fund is more susceptible to risks associated with those issuers than a more diversified portfolio, and its performance may be more volatile.

Overweighting Risk. Overweighting investments in certain sectors or industries of the stock market increases the risk that the Fund will suffer a loss because of general declines in the prices of stocks in those sectors or industries.

Preferred Securities Risk. Preferred securities are subject to issuer-specific and market risks applicable to equity securities and generally fluctuate in value more than bonds.

Value Stocks Risk. Value stocks are subject to the risk that the intrinsic value of the stock may never be realized by the market or that the price goes down.

Performance Information — The following chart and table provide some indication of the risks of investing in the Fund by showing changes in the Fund’s Class A share performance from year to year and by showing how the Fund’s average annual returns for one, five, and ten years have compared to those of a broad measure of market performance. As with all mutual funds, past performance (before and after taxes) is not necessarily an indication of how the Fund will perform in the future. Updated performance information is available on the Fund’s website at www.rydex-sgi.com or by calling 1-800-820-0888.

The bar chart does not reflect the impact of the sales charge applicable to Class A shares which, if reflected, would lower the returns shown.

The Dreyfus Companies served as the sub-adviser to the Fund between January 1, 2001 and July 1, 2005. Since then, advisory services have been provided by the Investment Manager.


Highest Quarter Return
[ ]	[ ]
Lowest Quarter Return
[ ]	[ ]

After-tax returns shown in the table are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of any state or local taxes. Actual after-tax returns depend on an investor’s tax situation and may differ from those shown. After-tax returns shown are not relevant to investors who hold their Fund shares through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts. After-tax returns are shown for Class A only. After-tax returns for Class B and C will vary.

Average Annual Total Returns (For the periods ended December 31, 2011)

	1 Year	5 Years	10 Years
Class A
Return before taxes	[ ]%	[ ]%	[ ]%
Return after taxes on distributions	[ ]%	[ ]%	[ ]%
Return after taxes on distributions and sale of fund shares	[ ]%	[ ]%	[ ]%
Class B	[ ]%	[ ]%	[ ]%
Class C	[ ]%	[ ]%	[ ]%
Index
Russell 1000 Value Index (reflects no deductions for fees, expenses, or taxes)	[ ]%	[ ]%	[ ]%

Management of the Fund — Security Investors, LLC (the “Investment Manager”) serves as the investment manager of the Fund. Mark Mitchell is primarily responsible for the day-to-day management of the Fund and holds the title of “Portfolio Manager” with the Investment Manager. He has managed the Fund since July 2005.

Tax Information — Fund distributions are taxable as ordinary income or capital gains (or a combination of both), unless your investment is in an IRA or other tax-advantaged retirement account.

Payments to Broker/Dealers and Other Financial Intermediaries — If you purchase Fund shares through a broker/dealer or other financial intermediary (such as a bank), the Fund and its related companies may pay the intermediary for the sale of Fund shares and related services. These payments may create a conflict of interest by influencing the broker/dealer or other intermediary and your sales person to recommend the Fund over another investment. Ask your sales person or visit your financial intermediary’s website for more information.

Fund Summaries

Rydex | SGI Large Cap Core Fund

Investment Objective — The Large Cap Core Fund seeks long-term growth of capital.

Shareholder Fees (fees paid directly from your investment)

	Class A	Class B	Class C
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price)	4.75%	Closed to new subscriptions	None
Maximum Deferred Sales Charge (Load) (as a percentage of original purchase price or redemption proceeds, whichever is lower)	None	5%	1%

Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)

	Class A	Class B	Class C
Management fees	0.75%	0.75%	0.75%
Distribution and service (12b-1) fees	0.25%	1.00%	1.00%
Other expenses	[ ]%	[ ]%	[ ]%
Total annual fund operating expenses	[ ]%	[ ]%	[ ]%

Example. This Example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds.

	Redeemed				Not Redeemed
Class	1 Year	3 Years	5 Years	10 Years	1 Year	3 Years	5 Years	10 Years
A	$ [ ]	$ [ ]	$ [ ]	$ [ ]	$ [ ]	$ [ ]	$ [ ]	$ [ ]
B	[ ]	[ ]	[ ]	[ ]	[ ]	[ ]	[ ]	[ ]
C	[ ]	[ ]	[ ]	[ ]	[ ]	[ ]	[ ]	[ ]

Principal Investment Strategies — The Fund pursues its objective by investing, under normal market conditions, at least 80% of its net assets (plus borrowings for investment purposes) in a widely-diversified portfolio of equity securities, which may include common stocks, rights, options, warrants, American Depositary Receipts (“ADRs”) and convertible securities, of companies that, when purchased, have market capitalizations that are usually within the range of companies in the S&P 500 Index. Although a universal definition of large market capitalization companies does not exist, the fund generally defines large market capitalization companies as those whose market capitalization is similar to the market capitalization of companies in the S&P 500 Index, which is an unmanaged index composed of 500 selected common stocks that represent approximately two-thirds of the total market value of all U.S. common stocks.

The Fund pursues its objective by investing, under normal market conditions, approximately 50% of its total assets according to a Large Cap Growth strategy managed by Security Investors, LLC (the “Investment Manager”) and approximately 50% of its total assets to a Large Cap Value strategy also managed by the Investment Manager.

The Investment Manager manages its allocation of the Fund’s assets according to each respective strategy, and the trading decisions with respect to each strategy are made independently. In order to maintain the target allocations between the two strategies, all daily cash inflows (purchases and reinvested distributions) and outflows (redemptions and expense items) will be divided between the two strategies, as appropriate. The Investment Manager will rebalance the allocation to the Fund’s strategies promptly to the extent the percentage of the Fund’s assets allocated to either strategy equals or exceeds 60% of the Fund’s total assets.

The Investment Manager in its discretion may make adjustments if either of the strategies becomes over- or under-weighted as a result of market appreciation or depreciation. Accordingly, the performance of the Fund could differ from the performance of each strategy if either had been maintained as a separate portfolio. As a consequence of the Investment Manager’s efforts to maintain assets between the two strategies at the targeted percentages, the Investment Manager will allocate assets and rebalance when necessary by (1) allocating cash inflow to the strategy that is below its targeted percentage or (2) selling securities in the strategy that exceeds its targeted percentage with proceeds being reallocated to the strategy that is below its targeted percentage.

In choosing equity securities, the Investment Manager uses a blended approach, investing in growth stocks and value stocks and may invest in a limited number of industries or industry sectors, including the technology sector. Growth-oriented stocks are stocks of established companies that typically have a record of consistent earnings growth. The Investment Manager typically chooses growth-oriented companies through a combination of a qualitative top-down approach in reviewing growth trends that is based upon several fixed income factors, such as bond spreads and interest rates, and a quantitative fundamental bottom-up approach. The Investment Manager will also invest in value-oriented stocks. Value-oriented companies appear to be undervalued relative to assets, earnings, growth potential or cash flows. The Investment Manager uses a blend of qualitative analysis and fundamental research to identify securities that appear favorably priced and that may be able to sustain or improve their pre-tax ROIC (Return on Invested Capital) over time. The Fund typically sells a security when the reasons for buying it no longer apply, when the company begins to show deteriorating fundamentals or poor relative performance, or falls short of the Investment Manager’s expectations.

The Fund also may invest a portion of its assets in derivatives, including options and futures contracts. These instruments may be used to hedge the Fund’s portfolio, to maintain exposure to the equity markets or to increase returns.

The Fund may invest in a variety of investment vehicles, including those that seek to track the composition and performance of a specific index, such as exchange traded funds (“ETFs”) and other mutual funds. The Fund may use these index-based investments as a way of managing its cash position, to gain exposure to the equity markets, or a particular sector of the equity market, while maintaining liquidity.

The Fund may, from time to time, invest a portion of its assets in technology stocks.

Although the Fund primarily invests in securities issued by domestic companies, there is no limit in the amount that the Fund may invest in securities issued by foreign companies.

The Fund actively trades its investments without regard to the length of time they have been owned by the Fund, which results in higher portfolio turnover.

Active Trading Risk. Active trading, also called “high turnover,” may have a negative impact on performance. Active trading may result in higher brokerage costs or mark-up charges, which are ultimately passed on to shareholders of the Fund. It may also result in short-term capital gains, which have a negative tax effect, and could also result in greater taxable distributions to shareholders of the Fund.

Growth Stocks Risk. Growth stocks typically invest a high portion of their earnings back into their business and may lack the dividend yield that could cushion their decline in a market downturn. Growth stocks may be more volatile than other stocks because they are more sensitive to investor perceptions regarding the growth potential of the issuing company.

Leverage Risk. The Fund’s use of leverage through derivatives may cause the Fund to be more volatile than if it had not been leveraged. Leverage can arise through the use of derivatives.

Management Risk. The Fund is actively managed. There is no guarantee that the investment strategies will be successful.

Technology Stocks Risk. Stocks of companies involved in the technology sector may be very volatile.

Value Stocks Risk. Value stocks are subject to the risk that the intrinsic value of the stock may never be realized by the market or that the price goes down.

Performance Information — The following chart and table provide some indication of the risks of investing in the Fund by showing changes in the Fund’s Class A share performance from year to year and by showing how the Fund’s average annual returns for one, five, and ten years have compared to those of a broad measure of market performance. As with all mutual funds, past performance (before and after taxes) is not necessarily an indication of how the Fund will perform in the future.Updated performance information is available on the Fund’s website at www.rydex-sgi.com or by calling 1-800-820-0888.

The bar chart does not reflect the impact of the sales charge applicable to Class A shares which, if reflected, would lower the returns shown.


Highest Quarter Return
[ ]	[ ]
Lowest Quarter Return
[ ]	[ ]

Average Annual Total Returns (For the periods ended December 31, 2011)

	1 Year	5 Years	10 Years
Class A
Return before taxes	[ ]%	[ ]%	[ ]%
Return after taxes on distributions	[ ]%	[ ]%	[ ]%
Return after taxes on distributions and sale of fund shares	[ ]%	[ ]%	[ ]%
Class B	[ ]%	[ ]%	[ ]%
Class C	[ ]%	[ ]%	[ ]%
Index
S&P 500 Index (reflects no deductions for fees, expenses, or taxes)	[ ]%	[ ]%	[ ]%

Management of the Fund — Security Investors, LLC (the “Investment Manager”) serves as the investment manager of the Fund. Mark Mitchell and Mark Bronzo are primarily responsible for the day-to-day management of the Fund, and each holds the title of “Portfolio Manager” with the Investment Manager. Mr. Mitchell has co-managed the Fund since February 2004, and Mr. Bronzo has co-managed the Fund since February 2008.

Tax Information — Fund distributions are taxable as ordinary income or capital gains (or a combination of both), unless your investment is in an IRA or other tax-advantaged retirement account.

Fund Summaries

Rydex | SGI All Cap Value Fund

Investment Objective — The All Cap Value Fund seeks long-term growth of capital.

Shareholder Fees (fees paid directly from your investment)

	Class A	Class C
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price)	4.75%	None
Maximum Deferred Sales Charge (Load) (as a percentage of original purchase price or redemption proceeds, whichever is lower)	None	1%

Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)

	Class A	Class C
Management fees	0.70%	0.70%
Distribution and service (12b-1) fees	0.25%	1.00%
Acquired fund fees and expenses	0.01%	0.01%
Other expenses	[ ]%	[ ]%
Total annual fund operating expenses	[ ]%	[ ]%
Fee Waiver (and/or expense reimbursement)1	[ ]%	[ ]%
Total annual fund operating expenses after fee waiver (and/or expense reimbursement)	[ ]%	[ ]%
1 [Security Investors, LLC (“Security Investors” or the “Investment Managers”) has contractually agreed through January 31, 2013 to waive fees and/or reimburse Fund expenses to the extent necessary to limit the ordinary operating expenses (including distribution (12b-1) fees, but exclusive of brokerage costs, dividends on securities sold short, acquired fund fees and expenses, interest, taxes, litigation, indemnification, and extraordinary expenses) (“Operating Expenses”) of the Fund to the annual percentage of average daily net assets for each class of shares as follows: Class A – [ ]%, Class B – [ ]%, Class C – [ ]%.] The Fund may have “Total annual fund operating expenses after fee waiver” greater than the expense cap as a result of any acquired fund fees and expenses or other expenses that are excluded from the calculation. The Investment Manager is entitled to reimbursement by the Fund of fees waived or expenses reimbursed during any of the previous 36 months beginning on the date of the expense limitation agreement. The agreement will expire when it reaches its termination or when the Investment Manager ceases to serve as such (subject to recoupment rights) and can be terminated by the Fund’s Board of Directors, subject to the recoupment rights of the Investment Manager.

Example. This Example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds.

	Redeemed				Not Redeemed
Class	1 Year	3 Years	5 Years	10 Years	1 Year	3 Years	5 Years	10 Years
A	$ [ ]	$ [ ]	$ [ ]	$ [ ]	$ [ ]	$ [ ]	$ [ ]	$ [ ]
C	[ ]	[ ]	[ ]	[ ]	[ ]	[ ]	[ ]	[ ]
The above Examples reflect applicable contractual fee waiver/expense reimbursement arrangements for the duration of the arrangements only.

Principal Investment Strategies — The Fund pursues its objectives by investing, under normal market conditions, at least 80% of its net assets (including any borrowings for investment purposes) in common stocks. The Fund will invest in common stocks of companies that, when purchased, have market capitalizations that are usually within the range of companies in the Russell 3000 Value Index, which includes companies with micro- to large-capitalizations. The Russell 3000 Value Index measures the performance of the broad value segment of the U.S. equity value universe. It includes those Russell 3000 companies with lower price-to-book ratios and lower forecasted growth values.

The Fund’s investments include common stocks and may also include rights, warrants, American Depositary Receipts (“ADRs”), preferred stocks, derivatives, including futures and options, convertible debt, and convertible securities of U.S. issuers. Although the Fund primarily invests in securities issued by domestic companies, there is no limit in the amount that the Fund may invest in securities issued by foreign companies.

At times, the Fund may invest in a variety of investment vehicles, including those that seek to track the composition and performance of a specific index, such as exchange traded funds (“ETFs”) and other mutual funds. The Fund may use these index-based investments as a way of managing its cash position to gain exposure to the equity markets or a particular sector of the equity market, while maintaining liquidity. Certain investment vehicles’ securities and other securities in which the Fund may invest are restricted securities, which may be illiquid.

In choosing securities, Security Investors, LLC (the “Investment Manager”) primarily invests in value-oriented companies. Value-oriented companies are companies that appear to be undervalued relative to assets, earnings, growth potential or cash flows and may invest in a limited number of industries or industry sectors, including the technology sector. The Investment Manager uses a blend of quantitative analysis and fundamental research to identify securities that appear favorably priced and that may be able to sustain or improve their pre-tax ROIC (Return on Invested Capital) over time. The Fund typically sells a security when its issuer is no longer considered a value company, shows deteriorating fundamentals or falls short of the Investment Manager’s expectations, among other reasons.

The Fund may invest a portion of its assets in futures contracts, options on futures contracts, and options on securities to hedge the Fund’s portfolio, to maintain exposure to the equity markets, or to increase returns.

Leverage Risk. The Fund’s use of leverage through derivatives may cause the Fund to be more volatile than if it had not been leveraged. Leverage can arise through the use of derivatives.

Liquidity Risk. Investments are subject to liquidity risk when they are difficult to purchase or sell.

Management Risk. The Fund is actively managed. There is no guarantee that the investment strategies will be successful.

Preferred Securities Risk. Preferred securities are subject to issuer-specific and market risks applicable to equity securities and generally fluctuate in value more than bonds.

Restricted Securities Risk. Restricted securities generally cannot be sold to the public and may involve a high degree of business and financial risk which may result in substantial losses to the Fund.

Smaller Companies Risk. The securities of smaller companies are subject to greater volatility, especially during periods of economic uncertainty. These risks are likely to be greater for micro-cap companies.

Value Stocks Risk. Value stocks are subject to the risk that the intrinsic value of the stock may never be realized by the market or that the price goes down.

Performance Information — The following chart and table provide some indication of the risks of investing in the Fund by showing changes in the Fund’s Class A share performance from year to year and by showing how the Fund’s average annual returns for one year and since inception have compared to those of a broad measure of market performance. As with all mutual funds, past performance (before and after taxes) is not necessarily an indication of how the Fund will perform in the future. Updated performance information is available on the Fund’s website at www.rydex-sgi.com or by calling 1-800-820-0888.

The bar chart does not reflect the impact of the sales charge applicable to Class A shares which, if reflected, would lower the returns shown.


Highest Quarter Return
[ ]	[ ]
Lowest Quarter Return
[ ]	[ ]

tax situation and may differ from those shown. After-tax returns shown are not relevant to investors who hold their Fund shares through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts. After-tax returns are shown for Class A only. After-tax returns for Class C will vary.

Average Annual Total Returns (For the periods ended December 31, 2011)

	1 Year	Since Inception 10/03/2008
Class A
Return before taxes	[ ]%	[ ]%
Return after taxes on distributions	[ ]%	[ ]%
Return after taxes on distributions and sale of fund shares	[ ]%	[ ]%
Class C	[ ]%	[ ]%
Index
Russell 3000 Value Index (reflects no deductions for fees, expenses, or taxes)	[ ]%	[ ]%

Management of the Fund — Security Investors, LLC (the “Investment Manager”) serves as the investment manager of the Fund. Mark Mitchell and James Schier are primarily responsible for the day-to-day management of the Fund, and each holds the title of “Portfolio Manager” with the Investment Manager. They have managed the Fund since October 2008.

Purchase and Sale of Fund Shares — You may purchase or redeem Fund shares through your broker/ dealer, other financial intermediary that has an agreement with a Fund distributor, or through the transfer agent (by mail or telephone, if you select the telephone option on your account application). You may purchase, redeem, or exchange shares of any class of the Fund on any day the New York Stock Exchange is open for business. The minimum initial investment is $100. Subsequent investments must be $100 (or $20 under an Accumulation Plan).

Tax Information — Fund distributions are taxable as ordinary income or capital gains (or a combination of both), unless your investment is in an IRA or other tax-advantaged retirement account.

Fund Summaries

Rydex | SGI Mid Cap Value Fund

Investment Objective — The Mid Cap Value Fund seeks long-term growth of capital.

Shareholder Fees (fees paid directly from your investment)

	Class A	Class B	Class C
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price)	4.75%	Closed to new subscriptions	None
Maximum Deferred Sales Charge (Load) (as a percentage of original purchase price or redemption proceeds, whichever is lower)	None	5%	1%

Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)

	Class A	Class B	Class C
Management fees1	0.79%	0.79%	0.79%
Distribution and service (12b-1) fees	0.25%	1.00%	1.00%
Other expenses	[ ]%	[ ]%	[ ]%
Total annual fund operating expenses	[ ]%	[ ]%	[ ]%
1 Mid Cap Value Fund pays an advisory fee at an annual rate of 1.00% of the average daily net assets of $200 million or less, plus 0.75% of the average daily net assets of the Fund in excess of $200 million.

Example. This Example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds.

	Redeemed				Not Redeemed
Class	1 Year	3 Years	5 Years	10 Years	1 Year	3 Years	5 Years	10 Years
A	$ [ ]	$ [ ]	$ [ ]	$ [ ]	$ [ ]	$ [ ]	$ [ ]	$ [ ]
B	[ ]	[ ]	[ ]	[ ]	[ ]	[ ]	[ ]	[ ]
C	[ ]	[ ]	[ ]	[ ]	[ ]	[ ]	[ ]	[ ]

Principal Investment Strategies — The Fund pursues its objective by investing, under normal market conditions, at least 80% of its net assets (plus borrowings for investment purposes) in a diversified portfolio of equity securities, which include common stocks, rights, options, warrants, convertible debt securities, and American Depositary Receipts (“ADRs”), that, when purchased, have market capitalizations that are usually within the range of companies in the Russell 2500 Value Index. Although a universal definition of mid-capitalization companies does not exist, the Fund generally defines mid-capitalization companies as those whose market capitalization is similar to the market capitalization of companies in the Russell 2500 Value Index, which is an unmanaged index that measures the performance of securities of small-to-mid cap U.S. companies with greater-than-average value orientation. As of December 31, 2011, the index consisted of securities of companies with capitalizations that ranged from $[ ] million to $[ ] billion.

Security Investors, LLC (the “Investment Manager”) typically chooses equity securities that appear undervalued relative to assets, earnings, growth potential or cash flows and may invest in a limited number of industries or industry sectors, including the technology sector. Due to the nature of value companies, the securities included in the Fund’s portfolio typically consist of small- to medium-sized companies.

The Fund may sell a security if it is no longer considered undervalued or when the company begins to show deteriorating fundamentals.

The Fund may, from time to time, invest a portion of its assets in technology stocks.

The Fund may invest in a variety of investment vehicles, including those that seek to track the composition and performance of a specific index, such as exchange traded funds (“ETFs”) and other mutual funds. The Fund may use these index-based investments as a way of managing its cash position to gain exposure to the equity markets or a particular sector of the equity market, while maintaining liquidity. Certain investment vehicles’ securities and other securities in which the Fund may invest are restricted securities, which may be illiquid.

Leverage Risk. The Fund’s use of leverage through derivatives may cause the Fund to be more volatile than if it had not been leveraged. Leverage can arise through the use of derivatives.

Liquidity Risk. Investments are subject to liquidity risk when they are difficult to purchase or sell.

Management Risk. The Fund is actively managed. There is no guarantee that the investment strategies will be successful.

Technology Stocks Risk. Stocks of companies involved in the technology sector may be very volatile.

Value Stocks Risk. Value stocks are subject to the risk that the intrinsic value of the stock may never be realized by the market or that the price goes down.

The bar chart does not reflect the impact of the sales charge applicable to Class A shares which, if reflected, would lower the returns shown.


Highest Quarter Return
[ ]	[ ]
Lowest Quarter Return
[ ]	[ ]

Average Annual Total Returns (For the periods ended December 31, 2011)

	1 Year	5 Years	10 Years
Class A
Return before taxes	[ ]%	[ ]%	[ ]%
Return after taxes on distributions	[ ]%	[ ]%	[ ]%
Return after taxes on distributions and sale of fund shares	[ ]%	[ ]%	[ ]%
Class B	[ ]%	[ ]%	[ ]%
Class C	[ ]%	[ ]%	[ ]%
Index
Russell 2500 Value Index (reflects no deductions for fees, expenses, or taxes)	[ ]%	[ ]%	[ ]%

Management of the Fund — Security Investors, LLC (the “Investment Manager”) serves as the investment manager of the Fund. James Schier is primarily responsible for the day-to-day management of the Fund and holds the title of “Portfolio Manager” with the Investment Manager. He has managed the Fund since May 1997.

Tax Information — Fund distributions are taxable as ordinary income or capital gains (or a combination of both), unless your investment is in an IRA or other tax-advantaged retirement account.

Fund Summaries

Rydex | SGI Small Cap Growth Fund

Investment Objective — The Small Cap Growth Fund seeks long-term growth of capital.

Shareholder Fees (fees paid directly from your investment)

	Class A	Class B	Class C
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price)	4.75%	Closed to new subscriptions	None
Maximum Deferred Sales Charge (Load) (as a percentage of original purchase price or redemption proceeds, whichever is lower)	None	5%	1%

Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)

	Class A	Class B	Class C
Management fees	0.85%	0.85%	0.85%
Distribution and service (12b-1) fees	0.25%	1.00%	1.00%
Other expenses	[ ]%	[ ]%	[ ]%
Total annual fund operating expenses	[ ]%	[ ]%	[ ]%

Example. This Example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds.

	Redeemed				Not Redeemed
Class	1 Year	3 Years	5 Years	10 Years	1 Year	3 Years	5 Years	10 Years
A	$ [ ]	$ [ ]	$ [ ]	$ [ ]	$ [ ]	$ [ ]	$ [ ]	$ [ ]
B	[ ]	[ ]	[ ]	[ ]	[ ]	[ ]	[ ]	[ ]
C	[ ]	[ ]	[ ]	[ ]	[ ]	[ ]	[ ]	[ ]

Principal Investment Strategies — The Fund pursues its investment objective by investing, under normal circumstances, at least 80% of its net assets (plus borrowings for investment purposes) in equity securities, which include common and preferred stocks, warrants and securities convertible into common or preferred stocks, of companies that, when purchased, have market capitalizations that are usually within the range of companies in the Russell 2500 Growth Index. The Fund’s benchmark is the Russell 2000 Growth Index, which measures the performance of securities of smaller U.S. companies with greater-than-average growth orientation. Although a universal definition of small-capitalization companies does not exist, the Fund generally defines small capitalization companies as those whose market capitalization is similar to the market capitalization of companies in the Russell 2500 Growth Index, which is an unmanaged index that measures the performance of securities of small-to-mid cap U.S. companies with higher price-to-book ratios and higher forecasted growth values. As of December 31, 2011, the Russell 2500 Growth Index consisted of securities of companies with capitalizations that ranged from $[ ] million to $[ ] billion.

Security Investors, LLC (the “Investment Manager”) uses a combination of a qualitative economic approach in reviewing growth trends that is based upon several fixed income factors, such as bond spreads and interest rates, along with a quantitative fundamental bottom-up approach in selecting growth stocks. The Investment Manager chooses portfolio securities that it believes are attractively valued with the greatest potential for long term growth of capital and may invest in a limited number of industries or industry sectors. The Investment Manager identifies the securities of companies that it believes are in the early to middle stages of growth and are valued at a reasonable price. Equity securities considered to have appreciation potential may include securities of smaller and less mature companies which have unique proprietary products or profitable market niches and the potential to grow very rapidly (including, without limitation, technology companies).

The Fund typically sells a stock if its growth prospects diminish, or if better opportunities become available.

The Fund also may invest a portion of its assets in derivatives, including options and futures contracts. These instruments may be used to hedge the Fund's portfolio, to increase returns or to maintain exposure to the equity markets. The Fund may also invest in American Depositary Receipts (“ADRs).

The Fund may actively trade its investments without regard to the length of time they have been owned by the Fund, which results in higher portfolio turnover.

The Fund may, from time to time, invest a portion of its assets in technology stocks.

The Fund may invest in a variety of investment vehicles, including those that seek to track the composition and performance of a specific index, such as exchange traded funds (“ETFs”) and other mutual funds. The Fund may use these index-based investments as a way of managing its cash position, to gain exposure to the equity markets, or a particular sector of the equity market, while maintaining liquidity. Certain investment company securities and other securities in which the Fund may invest are restricted securities, which may be illiquid.

generally represent the riskiest investment in a company. The Fund may lose a substantial part, or even all, of its investment in a company’s stock. Growth stocks may be more volatile than value stocks.

Leverage Risk. The Fund’s use of leverage through derivatives may cause the Fund to be more volatile than if it had not been leveraged. Leverage can arise through the use of derivatives.

Liquidity Risk. Investments are subject to liquidity risk when they are difficult to purchase or sell.

Management Risk. The Fund is actively managed. There is no guarantee that the investment strategies will be successful.

Overweighting Risk. Overweighting investments in certain sector or industries of the stock market increases the risk that the Fund will suffer a loss because of general declines in the prices of stocks in those sectors or industries.

Preferred Securities Risk. Preferred securities are subject to issuer-specific and market risks applicable to equity securities and generally fluctuate in value more than bonds.

Technology Stocks Risk. Stocks of companies involved in the technology sector may be very volatile.

The bar chart does not reflect the impact of the sales charge applicable to Class A shares which, if reflected, would lower the returns shown.

RS Investment Management Co. LLC served as the sub-adviser to the Fund from September 30, 2002 to November 24, 2008. Since then, advisory services have been provided by the Investment Manager, and the Fund has new principal investment strategies.


Highest Quarter Return
[ ]	[ ]
Lowest Quarter Return
[ ]	[ ]

After-tax returns shown in the table are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of any state or local taxes. Actual after-tax returns depend on an investor’s tax situation and may differ from those shown. After-tax returns shown are not relevant to investors who hold their Fund shares through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts (“IRAs”). After-tax returns are shown for Class A only. After-tax returns for Class B and C will vary.

Average Annual Total Returns (For the periods ended December 31, 2011)

	1 Year	5 Years	10 Years
Class A
Return before taxes	[ ]%	[ ]%	[ ]%
Return after taxes on distributions	[ ]%	[ ]%	[ ]%
Return after taxes on distributions and sale of fund shares	[ ]%	[ ]%	[ ]%
Class B	[ ]%	[ ]%	[ ]%
Class C	[ ]%	[ ]%	[ ]%
Index
Russell 2000 Growth Index (reflects no deductions for fees, expenses, or taxes)	[ ]%	[ ]%	[ ]%

Management of the Fund — Security Investors, LLC (the “Investment Manager”) serves as the investment manager of the Fund. Joseph O’Connor is primarily responsible for the day-to-day management of the Fund and holds the title of “Portfolio Manager” with the Investment Manager. He has managed the Fund since November 2008.

Tax Information — Fund distributions are taxable as ordinary income or capital gains (or a combination of both), unless your investment is in an IRA or other tax-advantaged retirement account.

Fund Summaries

Rydex | SGI Small Cap Value Fund

Investment Objective — The Small Cap Value Fund seeks long-term capital appreciation.

Shareholder Fees (fees paid directly from your investment)

	Class A	Class C
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price)	4.75%	None
Maximum Deferred Sales Charge (Load) (as a percentage of original purchase price or redemption proceeds, whichever is lower)	None	1%

Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)

	Class A	Class C
Management fees	1.00%	1.00%
Distribution and service (12b-1) fees	0.25%	1.00%
Other expenses	[ ]%	[ ]%
Total annual fund operating expenses	[ ]%	[ ]%
Fee Waiver (and/or expense reimbursement)1	[ ]%	[ ]%
Total annual fund operating expenses after fee waiver (and/or expense reimbursement)	[ ]%	[ ]%
1 [Security Investors, LLC (“Security Investors” or the “Investment Managers”) has contractually agreed through January 31, 2013 to waive fees and/or reimburse Fund expenses to the extent necessary to limit the ordinary operating expenses (including distribution (12b-1) fees, but exclusive of brokerage costs, dividends on securities sold short, acquired fund fees and expenses, interest, taxes, litigation, indemnification, and extraordinary expenses) (“Operating Expenses”) of the Fund to the annual percentage of average daily net assets for each class of shares as follows: Class A – [ ]%, Class B – [ ]%, Class C – [ ]%.] The Fund may have “Total annual fund operating expenses after fee waiver” greater than the expense cap as a result of any acquired fund fees and expenses or other expenses that are excluded from the calculation. The Investment Manager is entitled to reimbursement by the Fund of fees waived or expenses reimbursed during any of the previous 36 months beginning on the date of the expense limitation agreement. The agreement will expire when it reaches its termination or when the Investment Manager ceases to serve as such (subject to recoupment rights) and can be terminated by the Fund’s Board of Directors, subject to the recoupment rights of the Investment Manager.

Example. This Example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds.

	Redeemed				Not Redeemed
Class	1 Year	3 Years	5 Years	10 Years	1 Year	3 Years	5 Years	10 Years
A	$ [ ]	$ [ ]	$ [ ]	$ [ ]	$ [ ]	$ [ ]	$ [ ]	$ [ ]
C	[ ]	[ ]	[ ]	[ ]	[ ]	[ ]	[ ]	[ ]
The above Examples reflect applicable contractual fee waiver/expense reimbursement arrangements for the duration of the arrangements only.

Principal Investment Strategies — The Fund pursues its objective by investing, under normal market conditions, at least 80% of its net assets (plus borrowings for investment purposes) in a diversified portfolio of equity securities, which include common stocks, rights, options, warrants, convertible debt securities, and American Depositary Receipts (“ADRs”), that, when purchased, have market capitalizations that are usually within the range of companies in the Russell 2000 Value Index. Although a universal definition of small-capitalization companies does not exist, the Fund generally defines small-capitalization companies as those whose market capitalization is similar to the market capitalization of companies in the Russell 2000 Value Index, which is an unmanaged index measuring the performance of the small cap value segment of the U.S. equity universe and which includes companies with lower price-to-book ratios and lower forecasted growth values.

The Fund may sell a security if it is no longer considered undervalued or when the company begins to show deteriorating fundamentals.

The Fund may, from time to time, invest a portion of its assets in technology stocks.

The Fund may invest in a variety of investment vehicles, including those that seek to track the composition and performance of a specific index, such as exchange traded funds (“ETFs”) and other mutual funds. The Fund may use these index-based investments as a way of managing its cash position to gain exposure to the equity markets or a particular sector of the equity market, while maintaining liquidity. Certain investment vehicles’ securities and other securities in which the Fund may invest are restricted securities, which may be illiquid.

The Fund actively trades its investments without regard to the length of time they have been owned by the Fund, which results in higher portfolio turnover.

Equity Securities Risk. Equity securities include common stocks and other equity securities (and securities convertible into stocks), and the prices of equity securities fluctuate in value more than other investments. They reflect changes in the issuing company’s financial condition and changes in the overall market. Common stocks generally represent the riskiest investment in a company. The Funds may lose a substantial part, or even all, of its investment in a company’s stock. Growth stocks may be more volatile than value stocks.

Investment in Investment Vehicles Risk. Investing in other investment vehicles, including ETFs and other mutual funds subjects the Fund to those risks affecting the investment vehicle, including the possibility that the value of the underlying securities held by the investment vehicle could decrease. Moreover, the Fund and its shareholders will incur its pro rata share of the underlying vehicles’ expenses.

Leverage Risk. The Fund’s use of leverage through derivatives may cause the Fund to be more volatile than if it had not been leveraged. Leverage can arise through the use of derivatives.

Liquidity Risk. Investments are subject to liquidity risk when they are difficult to purchase or sell.

Management Risk. The Fund is actively managed. There is no guarantee that the investment strategies will be successful.

Technology Stocks Risk. Stocks of companies involved in the technology sector may be very volatile.

Value Stocks Risk. Value stocks are subject to the risk that the intrinsic value of the stock may never be realized by the market or that the price goes down.

Performance Information — The following chart and table provide some indication of the risks of investing in the Fund by showing changes in the Fund’s Class A share performance from year to year and by showing how the Fund’s average annual returns for the one year and since inception periods have compared to those of a broad measure of market performance. As with all mutual funds, past performance (before and after taxes) is not necessarily an indication of how the Fund will perform in the future. Updated performance information is available on the Fund’s website at www.rydex-sgi.com or by calling 1-800-820-0888.

The bar chart does not reflect the impact of the sales charge applicable to Class A shares which, if reflected, would lower the returns shown.


Highest Quarter Return
[ ]	[ ]
Lowest Quarter Return
[ ]	[ ]

After-tax returns shown in the table are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of any state or local taxes. Actual after-tax returns depend on an investor’s tax situation and may differ from those shown. After-tax returns shown are not relevant to investors who hold their Fund shares through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts (“IRAs”). After-tax returns are shown for Class A only. After-tax returns for Class C will vary.

Average Annual Total Returns (For the periods ended December 31, 2011)

	1 Year	Since Inception 07/14/2008
Class A
Return before taxes	[ ]%	[ ]%
Return after taxes on distributions	[ ]%	[ ]%
Return after taxes on distributions and sale of fund shares	[ ]%	[ ]%
Class C	[ ]%	[ ]%
Index
Russell 2000 Value Index (reflects no deductions for fees, expenses, or taxes)	[ ]%	[ ]%

Tax Information — Fund distributions are taxable as ordinary income or capital gains (or a combination of both), unless your investment is in an IRA or other tax-advantaged retirement account.

Fund Summaries

Rydex | SGI Large Cap Concentrated Growth Fund

Investment Objective — The Large Cap Concentrated Growth Fund seeks long-term growth of capital.

Shareholder Fees (fees paid directly from your investment)

	Class A	Class B	Class C
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price)	4.75%	Closed to new subscriptions	None
Maximum Deferred Sales Charge (Load) (as a percentage of original purchase price or redemption proceeds, whichever is lower)	None	5%	1%

Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)

	Class A	Class B	Class C
Management fees	0.75%	0.75%	0.75%
Distribution and service (12b-1) fees	.25%	1.00%	1.00%
Other expenses	[ ]%	[ ]%	[ ]%
Total annual fund operating expenses	[ ]%	[ ]%	[ ]%
Fee Waiver (and/or expense reimbursement)1	[ ]%	[ ]%	[ ]%
Total annual fund operating expenses after fee waiver (and/or expense reimbursement)	[ ]%	[ ]%	[ ]%
1[Security Investors, LLC (“Security Investors” or the “Investment Managers”) has contractually agreed through January 31, 2013 to waive fees and/or reimburse Fund expenses to the extent necessary to limit the ordinary operating expenses (including distribution (12b-1) fees, but exclusive of brokerage costs, dividends on securities sold short, acquired fund fees and expenses, interest, taxes, litigation, indemnification, and extraordinary expenses) (“Operating Expenses”) of the Fund to the annual percentage of average daily net assets for each class of shares as follows: Class A – [ ]%, Class B – [ ]%, Class C – [ ]%.] The Fund may have “Total annual fund operating expenses after fee waiver” greater than the expense cap as a result of any acquired fund fees and expenses or other expenses that are excluded from the calculation. The Investment Manager is entitled to reimbursement by the Fund of fees waived or expenses reimbursed during any of the previous 36 months beginning on the date of the expense limitation agreement. The agreement will expire when it reaches its termination or when the Investment Manager ceases to serve as such (subject to recoupment rights) and can be terminated by the Fund’s Board of Directors, subject to the recoupment rights of the Investment Manager.

Example. This Example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds.

	Redeemed				Not Redeemed
Class	1 Year	3 Years	5 Years	10 Years	1 Year	3 Years	5 Years	10 Years
A	$ [ ]	$ [ ]	$ [ ]	$ [ ]	$ [ ]	$ [ ]	$ [ ]	$ [ ]
B	[ ]	[ ]	[ ]	[ ]	[ ]	[ ]	[ ]	[ ]
C	[ ]	[ ]	[ ]	[ ]	[ ]	[ ]	[ ]	[ ]
The above Examples reflect applicable contractual fee waiver/expense reimbursement arrangements for the duration of the arrangements only.

Principal Investment Strategies — The Fund pursues its objective by investing, under normal market conditions, at least 80% of its net assets (plus any borrowings for investment purposes) in equity securities, which include common stocks, rights, options, warrants, convertible debt securities, and American Depositary Receipts (“ADRs”), of companies that, when purchased, have market capitalizations that are usually within the range of companies in the Russell 1000 Growth Index. The Fund focuses its investments in a core position of 20-30 common stocks of growth companies which have exhibited consistent above average earnings and/or revenue growth. The Fund is non-diversified, which means that it may invest a larger portion of its assets in a limited number of companies than a diversified fund. Security Investors, LLC (the “Investment Manager”) selects what it believes to be premier growth companies as the core position for the Fund using a combination of a qualitative top-down approach in reviewing growth trends that is based upon several fixed income factors, such as bond spreads and interest rates, along with a quantitative fundamental bottom-up approach. Portfolio holdings will be replaced when one or more of a company’s fundamentals have changed, and, in the opinion of the Investment Manager, it is no longer a premier growth company. Although a universal definition of large market capitalization companies does not exist, for purposes of this fund, the Fund generally defines large market capitalization companies as those whose market capitalization is similar to the market capitalization of companies in the Russell 1000 Growth Index, which is an unmanaged index measuring the performance of the large cap growth segment of the U.S. equity universe and which includes companies with higher price-to-book ratios and higher forecasted growth values.

The Fund may invest a portion of its assets in derivatives, including options and futures contracts. These instruments may be used to hedge the Fund’s portfolio, to maintain exposure to the equity markets or to increase returns. The Fund also may invest in ADRs.

The Fund may actively trade its investments without regard to the length of time they have been owned by the Fund, which results in higher portfolio turnover.

The Fund may, from time to time, invest a portion of its assets in technology stocks.

The Fund also may invest in a variety of investment vehicles, including those that seek to track the composition and performance of a specific index, such as exchange traded funds (“ETFs”) and other mutual funds. The Fund may use these index-based investments as a way of managing its cash position, to gain exposure to the equity markets or a particular sector of the equity market, while maintaining liquidity.

The Fund typically sells a stock if its growth prospects diminish or if better opportunities become available.

Leverage Risk. The Fund’s use of leverage through derivatives may cause the Fund to be more volatile than if it had not been leveraged. Leverage can arise through the use of derivatives.

Management Risk. The Fund is actively managed. There is no guarantee that the investment strategies will be successful.

Technology Stocks Risk. Stocks of companies involved in the technology sector may be very volatile.

The bar chart does not reflect the impact of the sales charge applicable to Class A shares which, if reflected, would lower the returns shown.


Highest Quarter Return
[ ]	[ ]
Lowest Quarter Return
[ ]	[ ]

Average Annual Total Returns (For the periods ended December 31, 2011)

	1 Year	5 Years	10 Years
Class A
Return before taxes	[ ]%	[ ]%	[ ]%
Return after taxes on distributions	[ ]%	[ ]%	[ ]%
Return after taxes on distributions and sale of fund shares	[ ]%	[ ]%	[ ]%
Class B	[ ]%	[ ]%	[ ]%
Class C	[ ]%	[ ]%	[ ]%
Index
Russell 1000 Growth Index (reflects no deductions for fees, expenses, or taxes)	[ ]%	[ ]%	[ ]%

Management of the Fund — Security Investors, LLC (the “Investment Manager”) serves as the investment manager of the Fund. Mark Bronzo is primarily responsible for the day-to-day management of the Fund and holds the title of “Portfolio Manager” with the Investment Manager. He has managed the Fund since February 2008.

Tax Information — Fund distributions are taxable as ordinary income or capital gains (or a combination of both), unless your investment is in an IRA or other tax-advantaged retirement account.

Fund Summaries

Rydex | SGI Mid Cap Growth Fund

Investment Objective — The Mid Cap Growth Fund seeks capital appreciation.

Shareholder Fees (fees paid directly from your investment)

	Class A	Class B	Class C
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price)	4.75%	Closed to new subscriptions	None
Maximum Deferred Sales Charge (Load) (as a percentage of original purchase price or redemption proceeds, whichever is lower)	None	5%	1%

Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)

	Class A	Class B	Class C
Management fees	0.75%	0.75%	0.75%
Distribution and service (12b-1) fees	0.25%	1.00%	1.00%
Other expenses	[ ]%	[ ]%	[ ]%
Total annual fund operating expenses	[ ]%	[ ]%	[ ]%

Example. This Example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds.

	Redeemed				Not Redeemed
Class	1 Year	3 Years	5 Years	10 Years	1 Year	3 Years	5 Years	10 Years
A	$ [ ]	$ [ ]	$ [ ]	$ [ ]	$ [ ]	$ [ ]	$ [ ]	$ [ ]
B	[ ]	[ ]	[ ]	[ ]	[ ]	[ ]	[ ]	[ ]
C	[ ]	[ ]	[ ]	[ ]	[ ]	[ ]	[ ]	[ ]

Principal Investment Strategies — The Fund pursues its objective by investing, under normal market conditions, at least 80% of its net assets (plus borrowings for investment purposes) in a diversified portfolio of equity securities, which include common stocks, rights, options, warrants, convertible debt securities, and American Depositary Receipts (“ADRs”), that, when purchased, have market capitalizations that are usually within the range of companies in the Russell Midcap Growth Index. Although a universal definition of mid-capitalization companies does not exist, for purposes of this fund, the Fund generally defines mid-capitalization companies as those whose market capitalization is similar to the market capitalization of companies in the Russell Mid Cap Growth Index, which

is an unmanaged index measuring the performance of the mid cap growth segment of the U.S. equity universe and which includes companies with higher price-to-book ratios and higher forecasted growth values.

Security Investors, LLC (the “Investment Manager”) uses a combination of a qualitative top-down approach in reviewing growth trends that is based upon several fixed income factors, such as bond spreads and interest rates, along with a quantitative fundamental bottom-up approach in selecting growth stocks. The Investment Manager chooses portfolio securities that it believes are attractively valued with the greatest potential for appreciation and may invest in a limited number of industries or industry sectors. The Investment Manager identifies the securities of companies that it believes are in the early to middle stages of growth and are valued at a reasonable price. Equity securities considered to have appreciation potential may include securities of smaller and less mature companies which have unique proprietary products or profitable market niches and the potential to grow very rapidly. Certain investment vehicles’ securities in which the Fund may invest may be illiquid.

The Fund also may invest a portion of its assets in derivatives, including options and futures contracts. These instruments may be used to hedge the Fund’s portfolio, to increase returns or to maintain exposure to the equity markets.

The Fund actively trades its investments without regard to the length of time they have been owned by the Fund, which results in higher portfolio turnover.

The Fund may, from time to time, invest a portion of its assets in technology stocks.

The Fund may invest in a variety of investment vehicles, including those that seek to track the composition and performance of a specific index, such as exchange traded funds (“ETFs”) and other mutual funds. The Fund may use these index-based investments as a way of managing its cash position, to gain exposure to the equity markets, or a particular sector of the equity market, while maintaining liquidity. Certain investment vehicles’ securities and other securities in which the Fund may invest are restricted securities, which may be illiquid.

The Fund typically sells a stock if its growth prospects diminish or if better opportunities become available.

Leverage Risk. The Fund’s use of leverage through derivatives may cause the Fund to be more volatile than if it had not been leveraged. Leverage can arise through the use of derivatives.

Liquidity Risk. Investments are subject to liquidity risk when they are difficult to purchase or sell.

Management Risk. The Fund is actively managed. There is no guarantee that the investment strategies will be successful.

Technology Stocks Risk. Stocks of companies involved in the technology sector may be very volatile.

The bar chart does not reflect the impact of the sales charge applicable to Class A shares which, if reflected, would lower the returns shown.


Highest Quarter Return
[ ]	[ ]
Lowest Quarter Return
[ ]	[ ]

After-tax returns shown in the table are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of any state or local taxes. Actual after-tax returns depend on an investor’s tax situation and may differ from those shown. After-tax returns shown are not relevant to investors who hold their Fund shares through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts (“IRAs”). After-tax returns are shown for Class A only. After-tax returns for Class B and C will vary.

Average Annual Total Returns (For the periods ended December 31, 2011)

	1 Year	5 Years	10 Years
Class A
Return before taxes	[ ]%	[ ]%	[ ]%
Return after taxes on distributions	[ ]%	[ ]%	[ ]%
Return after taxes on distributions and sale of fund shares	[ ]%	[ ]%	[ ]%
Class B	[ ]%	[ ]%	[ ]%
Class C	[ ]%	[ ]%	[ ]%
Index
Russell Midcap Growth Index (reflects no deductions for fees, expenses, or taxes)	[ ]%	[ ]%	[ ]%

Tax Information — Fund distributions are taxable as ordinary income or capital gains (or a combination of both), unless your investment is in an IRA or other tax-advantaged retirement account.

Additional Information Regarding Investment Objectives and Strategies

The Board of Directors of the Funds may change the Funds’ investment objectives and strategies at any time without shareholder approval. A Fund will provide written notice to shareholders prior to, or concurrent with, any such change as required by applicable law. Should a Fund with a name suggesting a specific type of investment or industry change its policy of investing at least 80% of its assets in the type of investment or industry suggested by its name, the Fund will provide shareholders at least 60 days’ notice prior to making the change. As with any investment, there can be no guarantee the Funds will achieve their investment objectives.

Each Fund may, from time to time, take temporary defensive positions that are inconsistent with the Fund’s principal investment strategies in attempting to respond to adverse market, economic, political, or other conditions. For example, each Fund may invest some or all of its assets in cash, fixed-income securities, government bonds, money market securities or repurchase agreements. Although a Fund would do this only in seeking to avoid losses, the Fund may be unable to pursue its investment objective at that time, and it could reduce the benefit to the Fund from any upswing in the market.

The Funds’ holdings of certain types of investments cannot exceed a maximum percentage of net assets. Percentage limitations are set forth in this Prospectus and/or the statement of additional information. While the percentage limitations provide a useful level of detail about the Funds’ investment program, they should not be viewed as an accurate gauge of the potential risk of the investment. For example, in a given period, a 5% investment in futures contracts could have significantly more of an impact on a Fund’s share price than its weighting in the portfolio. The net effect of a particular investment depends on its volatility and the size of its overall return or risk profile in relation to the performance of the Fund’s other investments. The Portfolio Managers of the Funds have considerable leeway in choosing investment strategies and selecting securities they believe will help a Fund achieve its objective. Notwithstanding the above, the Funds will be invested in accordance with the Principal Investment Strategies discussed earlier in this Prospectus. Investors should be aware that the investments made by a Fund and the results achieved by a Fund at any given time are not expected to be the same as those made by other mutual funds for which the Investment Manager acts as investment adviser, including mutual funds with names, investment objectives and policies similar to the Fund.

The Funds are subject to certain investment policy limitations referred to as “fundamental policies”. The full text of each Fund’s fundamental policies is included in the statement of additional information.

Descriptions of Principal Risks

Additional information on the principal risks of the Funds is described below. Not all of the risks apply to each Fund. A list of the main risks that apply to a particular Fund can be found under the “Principal Risks” heading for that Fund. However, the fact that a particular risk was not indicated as a principal risk for a Fund does not mean that the Fund is prohibited from investing its assets in securities that give rise to that risk. It simply means that the risk is not a principal risk for that Fund. For example, the risk of investing in smaller companies was not listed as a principal risk for Large Cap Value Fund. This does not mean that Large Cap Value Fund is prohibited from investing in smaller companies, only that the risk of smaller companies is not one of the main risks associated with Large Cap Value Fund. The Portfolio Manager for a Fund has considerable leeway in choosing investment strategies and selecting securities that he or she believes will help the Fund achieve its investment objective. Although the Fund will not generally trade for short-term profits, circumstances may warrant a sale without regard to the length of time a security was held. A high turnover rate may increase transaction costs, which decreases the value of investments and may result in additional taxable gains. In seeking to meet its investment objective, a Fund’s assets may be invested in any type of security or instrument whose investment characteristics are consistent with the Fund’s investment program.

In addition, investors should note that, to the extent authorized by law, each Fund reserves the right to discontinue offering shares at any time, to merge or reorganize itself or a class of shares, or to cease operations and liquidate at any time.

Fund’s performance. It may also result in short-term capital gains, which may increase the amount of tax an investor pays on a Fund’s distributions.

Capitalization Securities Risk — A Fund’s Underlying Index may be composed primarily of, or have significant exposure to, securities in a particular capitalization range, e.g., large-, mid- or small-cap securities. As a result, a Fund may be subject to the risk that the predominate capitalization range represented in the Underlying Index may underperform other segments of the equity market or the equity market as a whole. In addition, in comparison to securities of companies with larger capitalizations, securities of small and medium-capitalization companies may experience more price volatility, greater spreads between their bid and ask prices, significantly lower trading volumes, and cyclical or static growth prospects. Small and medium-capitalization companies often have limited product lines, markets or financial resources, and may therefore be more vulnerable to adverse developments than larger capitalization companies. These securities may or may not pay dividends.

Credit Risk — It is possible that some issuers of fixed income securities will not make payments on debt securities held by a Fund, or there could be defaults on repurchase agreements held by a Fund. Also, an issuer may suffer adverse changes in its financial condition that could lower the credit quality of a security, leading to greater volatility in the price of the security and in shares of a Fund. A change in the quality rating of a bond can affect the bond’s liquidity and make it more difficult for a Fund to sell.

Currency Risk — A Fund’s indirect and direct exposure to foreign currencies subjects the Fund to the risk that those currencies will decline in value relative to the U.S. Dollar, which would cause a decline in the U.S. value of the holdings of the Fund. Currency rates in foreign countries may fluctuate significantly over short periods of time for a number of reasons, including changes in interest rates and the imposition of currency controls or other political, economic and tax developments in the U.S. or abroad. While a Fund may engage in currency hedging transactions, it generally does not intend to do so.

Depositary Receipt Risk — A Fund may hold the securities of non-U.S. companies in the form of ADRs and GDRs. ADRs are negotiable certificates issued by a U.S. financial institution that represent a specified number of shares in a foreign stock and trade on a U.S. national securities exchange, such as the New York Stock Exchange. A Fund will primarily invest in sponsored ADRs, which are issued with the support of the issuer of the foreign stock underlying the ADRs and carry all of the rights of common shares, including voting rights. GDRs are similar to ADRs, but may be issued in bearer form and are typically offered for sale globally and held by a foreign branch of an international bank. The underlying securities of the ADRs and GDRs in a Fund’s portfolio are usually denominated or quoted in currencies other than the U.S. Dollar. As a result, changes in foreign currency exchange rates may affect the value of a Fund’s portfolio. Generally, when the U.S. Dollar rises in value against a foreign currency, a security denominated in that currency loses value because the currency is worth fewer U.S. Dollars. In addition, because the underlying securities of ADRs and GDRs trade on foreign exchanges at times when the U.S. markets are not open for trading, the value of the securities underlying the ADRs and GDRs may change materially at times when the U.S. markets are not open for trading, regardless of whether there is an active U.S. market for shares of a Fund. A Fund’s investment exposure to the underlying foreign securities may involve risks not typically associated with investing in U.S. companies. Foreign securities markets generally have less trading volume and less liquidity than U.S. markets, and prices in some foreign markets can be extremely volatile due to increased risks of adverse issuer, political, regulatory, market, or economic developments. Many foreign countries lack accounting and disclosure standards comparable to those that apply to U.S. companies, and it may be more difficult to obtain reliable information regarding a foreign issuer's financial condition and operations. In addition, transaction costs and costs associated with custody services are generally higher for foreign securities than they are for U.S. securities.

Emerging Markets Risk — Certain Funds may invest in securities in emerging markets. Investing in securities in emerging countries may entail greater risks than investing in securities in developed countries. These risks include: (1) less social, political and economic stability; (2) the small current size of the markets for such securities and the currently low or nonexistent volume of trading, which result in a lack of liquidity and in greater price volatility; (3) certain national policies which may restrict the Fund’s investment opportunities, including restrictions on investment in issuers or industries deemed sensitive to national interests; (4) foreign taxation; and

(5) the absence of developed structures governing private or foreign investment or allowing for judicial redress for injury to private property.

Equity Derivatives Risk — Equity derivatives include options, futures and options on futures, which may be used to hedge a Fund’s portfolio, to increase returns or to maintain exposure to a market without buying individual securities. These investments may pose risks in addition to those associated with investing directly in securities or other investments. These risks may include illiquidity of the equity derivative, imperfect correlation with underlying investments or a Fund’s other portfolio holdings, lack of availability, counterparty risks, valuation risks and legal restrictions. In addition, when a Fund sells covered call options, it receives cash but limits its opportunity to profit from an increase in the market value of the security beyond the exercise price (plus the premium received). The gain may be less than if the Fund had not sold an option on the underlying security. Accordingly, there is the risk that such practices may fail to serve their intended purposes and may reduce returns or increase volatility. There is also the risk that a Fund could lose more than the amount the Fund invested in the derivatives. These practices also entail transactional expenses and may cause a Fund to realize higher amounts of short-term capital gains than if the Fund had not engaged in such transactions.

Equity Securities Risk — Equity securities include common stocks and other equity securities (and securities convertible into stocks), and the prices of equity securities fluctuate in value more than other investments. They reflect changes in the issuing company’s financial condition and changes in the overall market. Common stocks generally represent the riskiest investment in a company. A Fund may lose a substantial part, or even all, of its investment in a company’s stock. Growth stocks may be more volatile than value stocks.

A Funds’ investment in securities offered through initial public offerings (IPOs) may have a magnified performance impact, either positive or negative, on any Fund and particularly those with a small asset base. There is no guarantee that as a Series’ assets grow, they will continue to experience substantially similar performance by investing in IPOs. A Funds’ investments in IPOs may make it subject to more erratic price movements than the overall equity market.

Foreign Securities Risk — Investing in foreign investments, including investing in foreign securities through American Depository Receipts (“ADRs”) and Global Depositary Receipts (“GDRs”), involves certain special risks, including: (i) unfavorable changes in currency exchange rates; (ii) adverse political and economic developments; (iii) unreliable or untimely information; (iv) limited legal recourse; (v) limited markets; (vi) higher operational expenses; and (vii) illiquidity. These risks may even be higher in underdeveloped markets. A Fund considers a security to be a foreign security if the issuer is organized under the laws of a foreign country or is a foreign government, or a sub-division or agency of such government, or the security is traded in markets outside the United States.

Foreign investments are normally issued and traded in foreign currencies. As a result, their values may be affected by changes in the exchange rates between particular foreign currencies and the U.S. dollar. Foreign investments may be subject to the risks of seizure by a foreign government, imposition of restrictions on the exchange or transport of foreign currency, and tax increases. There may also be less information publicly available about a foreign company than about most U.S. companies, and foreign companies are usually not subject to accounting, auditing and financial reporting standards and practices comparable to those in the United States. The legal remedies for investors in foreign investments may be more limited than those available in the United States. Certain foreign investments may be less liquid (harder to buy and sell) and more volatile than domestic investments, which means a Fund may at times be unable to sell its foreign investments at desirable prices. For the same reason, a Fund may at times find it difficult to value its foreign investments. Brokerage commissions and other fees are generally higher for foreign investments than for domestic investments. The procedures and rules for settling foreign transactions may also involve delays in payment, delivery or recovery of money or investments. Foreign withholding taxes may reduce the amount of income available to distribute to shareholders of the Funds.

Geographic Focus Risk — Funds that are less diversified across countries or geographic regions are generally riskier than more geographically diversified fund. A Fund that focuses on a single country or a specific region is more exposed to that country's or region's economic cycles, currency exchange rates, stock market valuations and political risks (including defense concerns), among others, compared with a more geographically diversified fund. The

economies and financial markets of certain regions, such as Asia or Eastern Europe, can be interdependent and may be adversely affected by the same events.

Australasia and Asia. Certain Australasian or Asian economies have experienced over-extension of credit, currency devaluations and restrictions, high unemployment, high inflation, reliance on exports and economic cycles. Economic events in any one country can have a significant economic effect on the entire region as well as on major trading partners.

Europe. The European economy is diverse and includes both large, competitive economies and smaller, struggling economies. As a whole, the European Union is the wealthiest and largest economy in the world. The Economic and Monetary Union of the European Union (the "EU") requires compliance with restrictions on inflation rates, deficits, interest rates, debt levels and fiscal and monetary controls, each of which may significantly affect every country in Europe. Decreasing imports or exports, changes in governmental regulations on trade, changes in the exchange rate of the euro, debt levels and recessions in EU economies may have a significant adverse effect on the economies of EU member countries and their trading partners.

Growth Stocks Risk — Investments in growth stocks may lack the dividend yield that can cushion stock prices in market downturns. Growth companies often are expected to increase their earnings at a certain rate. If expectations are not met, investors can punish the stocks, even if earnings do increase.

Index Risk — The performance of an underlying fund or other investment that seeks to track a benchmark index may not correspond to the benchmark index for any period of time. Such an investment may not duplicate the exact composition of its index. In addition, unlike a fund or other investment, the returns of an index are not reduced by expenses, and therefore, the ability of a fund to match the performance of the index is adversely affected by the costs of buying and selling investments as well as other expenses.

Interest Rate Risk — Investments in fixed income securities are subject to the possibility that interest rates could rise sharply, causing the value of a Fund’s securities and share price to decline. Longer term bonds and zero coupon bonds are generally more sensitive to interest rate changes than shorter-term bonds. Generally, the longer the average maturity of the bonds in a Fund, the more a Fund’s share price will fluctuate in response to interest rate changes.

Investment in Investment Vehicles Risk — Investments in investment companies or other investment vehicles may include index-based unit investment trusts such as Standard & Poor’s Depositary Receipts (“SPDRs”) and similar securities of other investment companies, including mutual funds and exchange traded funds (“ETFs”) or other investment vehicles. Such index-based investments sometimes hold substantially all of their assets in securities representing a specific index. In the case of SPDRs, the index represented is the S&P 500 Index, but a Fund may invest in other index-based investments designed to track other indexes or market sectors. To the extent a Fund invests in other investment companies or vehicles, the Fund and its shareholders will incur its pro rata share of the underlying investment companies’ or vehicles’ expenses, such as investment advisory and other management expenses, and shareholders will be required to pay the operating expenses of two or more investment vehicles. In addition, a Fund will be subject to the effects of business and regulatory developments that affect an underlying investment company or vehicle or the investment company industry generally. A Fund may use index-based investments as a way of managing its cash position, to maintain liquidity while gaining exposure to the equity markets, or a particular sector of the equity market, or to seek to avoid losses in declining market conditions.

Leverage Risk — The use of derivatives may create leveraging risk. For example, because of the low margin deposits required, futures trading involves an extremely high degree of leverage. As a result, a relatively small price movement in a futures contract may result in an immediate and substantial impact on the net asset value of a Fund. Leveraging may cause a Fund to be more volatile than if it had not been leveraged. To mitigate leveraging risk, a Fund segregates liquid assets to meet its obligations under, or otherwise covers, the transactions that may give rise to this risk. Leverage can also arise through the use of borrowing for investment purposes.

Liquidity Risk — Investments are subject to liquidity risks when they are difficult to purchase or sell. Investments in illiquid securities may reduce the returns of a Fund because it may be unable to sell the illiquid securities at an advantageous time or price.

Management Risk — The Funds are subject to management risk because they are actively managed investment portfolios. The Investment Manager, and in the case of a Fund that is also managed by a sub-adviser, the Investment Manager and sub-adviser, and each individual portfolio manager will apply investment techniques and risk analysis in making investment decisions for the Funds, but there can be no guarantee that these decisions will produce the desired results. Additionally, legislative, regulatory or tax developments may affect the investment techniques available to the Investment Manager, any sub-adviser and each individual portfolio manager in connection with managing the Funds and may also adversely affect the ability of the Funds to achieve their investment objectives.

Market Risk — Most securities fluctuate in price, and equity prices tend to fluctuate more dramatically over the shorter term than do the prices of other asset classes. These movements may result from factors affecting individual companies or from broader influences like changes in interest rates, market conditions, investor confidence or changes in economic, political or financial market conditions. Volatility of financial markets can expose a Fund to greater market risk, possibly resulting in greater liquidity risk. Market conditions also may lead to increased regulation of a Fund and the instruments in which the Fund may invest, which may, in turn, affect the Fund’s ability to pursue its investment objective and the Fund’s performance.

Non-Diversification Risk — A non-diversified Fund may hold larger positions in a smaller number of securities than a diversified Fund. As a result, a change in the market value of a single security may have a greater impact on a Fund’s net asset value and total return. A non-diversified Fund is expected to be more volatile than a diversified Fund.

Overweighting Risk — Overweighting investments in certain sectors or industries of the stock market increases the risk that a Fund will suffer a loss because of general declines in the prices of stocks in those sectors or industries.

Preferred Securities Risk — Preferred stock represents an equity interest in a company that generally entitles the holder to receive, in preference to the holders of other stocks such as common stocks, dividends and a fixed share of the proceeds resulting from a liquidation of the company. Preferred stocks may pay fixed or adjustable rates of return. Preferred stock is subject to issuer-specific and market risks applicable generally to equity securities. In addition, a company’s preferred stock generally pays dividends only after the company makes required payments to holders of its bonds and other debt. For this reason, the value of preferred stock will usually react more strongly than bonds and other debt to actual or perceived changes in the company’s financial condition or prospects.

Restricted Securities Risk — Restricted securities cannot be sold to the public without registration under the Securities Act of 1933 (“1933 Act”). Unless registered for sale, restricted securities can be sold only in privately negotiated transactions or pursuant to an exemption from registration. Restricted securities are generally considered illiquid and, therefore, are subject to a Fund’s limitation on illiquid securities.

Investing in Rule 144A Securities and other restricted securities could have the effect of increasing the amount of a Fund’s assets invested in illiquid securities to the extent that qualified institutional buyers become uninterested, for a time, in purchasing these securities.

Short Sales Risk — A short sale entails selling a borrowed security with the expectation that the price of the security will decline so that a Fund may purchase the security at a lower price when the Fund must return the security that it borrowed. While the potential losses associated with investing in stocks are typically limited to the original cost of the securities, the potential for losses associated with short positions is much greater than the original value of the securities sold short. A Fund may not always be able to close out a short position at a particular time or at an acceptable price. A lender may request that borrowed securities be returned to it on short notice, and a Fund may have to buy the borrowed securities at an unfavorable price, resulting in a loss. Short sales also subject a Fund to risks related to the lender (such as bankruptcy risks) or the general risk that the lender does not comply with its obligations. The use of short sales may cause a Fund to have higher expenses than those of equity mutual funds

that do not engage in short sales, including the cost of paying the lender an amount equal to any dividends on the borrowed securities. Also, short sales may be subject to legal restrictions, which may limit the ability of a Fund to implement its strategies.

Smaller Companies Risk — The equity securities of smaller companies may be particularly volatile, especially during periods of economic uncertainty. Securities of smaller companies may present additional risks because their earnings are less predictable and their securities are often less liquid than those of larger, more established companies. Smaller companies are more likely than larger companies to have limited product lines, markets or financial resources, or to depend on a small, inexperienced management group. Stocks of these companies may therefore be more vulnerable to adverse developments than those of larger companies. These risks are likely to be greater for micro-cap companies.

Technology Stocks Risk — Companies in the rapidly changing fields of technology often face unusually high price volatility, both in terms of gains and losses. The potential for wide variation in performance is based on the special risks common to these stocks. For example, products or services that at first appear promising may not prove commercially successful or may become obsolete quickly. Earnings disappointments can result in sharp price declines. The level of risk will be increased to the extent that a Fund has significant exposure to smaller or unseasoned companies (those with less than a three-year operating history), which may not have established products or more experienced management.

Value Stocks Risk — Investments in value stocks are subject to the risk that their intrinsic values may never be realized by the market or that their prices may go down. While the Funds’ investments in value stocks may limit downside risk over time, a Fund may, as a trade-off, produce more modest gains than riskier stock funds.

Portfolio Holdings

A description of the Funds’ policies and procedures with respect to the disclosure of the Funds’ underlying portfolio securities is available in the Funds’ Statement of Additional Information and on their website at www.rydex-sgi.com. In addition, investors should note that the Funds publish a complete list of their month-end portfolio holdings on their website generally within one to two business days after the end of each calendar month. Such information will remain online for four months, or as otherwise required by law.

Investment Manager

Security Investors, LLC (the “Investment Manager“), 805 King Farm Boulevard, Suite 600, Rockville, Maryland 20850, is the Funds’ investment manager. On December 31, 2011, the aggregate assets under the investment management of the Investment Manager were approximately $[ ] billion. The Investment Manager makes investment decisions for the assets of the Funds and continuously reviews, supervises and administers each Fund’s investment program.

Management Fees — The following chart shows the aggregate investment management fees paid by each Fund during the last fiscal year, except as otherwise indicated. For Funds for which the Investment Manager has retained a sub-adviser, the Investment Manager, and not the Funds, is responsible for payment of sub-advisory fees.

In addition to any contractual waivers and expense reimbursements, the Investment Manager may waive some or all of its management fee to limit the total operating expenses of a Fund to a specified level. The Investment Manager also may reimburse expenses of a Fund from time to time to help it maintain competitive expense ratios. These arrangements may be voluntary, in which case they may be terminated at any time. A Fund’s fees without reflecting voluntary waivers or reimbursements are shown in the fee tables in each Fund’s summary information.

Management Fees (Net of Waivers) (expressed as a percentage of average net assets)
Large Cap Value Fund	[ ]%
Large Cap Core Fund	[ ]%
All Cap Value Fund	[ ]%
Mid Cap Value Fund1	[ ]%
Small Cap Growth Fund	[ ]%
Small Cap Value Fund	[ ]%
Large Cap Concentrated Growth Fund	[ ]%
Mid Cap Growth Fund	[ ]%
1 Mid Cap Value Fund’s management fee is paid at an annual rate of 1.00% of the average daily net assets of $200 million or less, and 0.75% of the average daily net assets of the Fund in excess of $200 million.

Additionally, as noted in the “Fund Summary” section for certain Funds, the Investment Manager has contractually agreed through January 31, 2013 to waive fees and/or reimburse Fund expenses to the extent necessary to limit the ordinary operating expenses (including distribution (12b-1) fees, but exclusive of brokerage costs, dividends on securities sold short, acquired fund fees and expenses, interest, taxes, litigation, indemnification, and extraordinary expenses) of a Fund to an indicated annual percentage of average daily net assets for each class of shares. A Fund with a contractual fee waiver may have “Total annual fund operating expenses after fee waiver” greater than the expense cap as a result of any acquired fund fees and expenses or other expenses that are excluded from the calculation. The Investment Manager is entitled to reimbursement by a Fund of fees waived or expenses reimbursed during any of the previous 36 months beginning on the date of the expense limitation agreement. The agreement will expire when it reaches its termination or when the investment adviser ceases to serve as such or it may be terminated by a Fund’s Board of Directors (subject to recoupment rights).

A discussion regarding the basis for the Board of Directors approving the investment advisory contract on behalf of each of the Funds is available in the Fund’s semi-annual report for fiscal period ending March 31, 2011.

Portfolio Managers — The Portfolio Managers of the Investment Manager oversee the day-to-day operations of the following Funds:

Large Cap Core Fund and Large Cap Concentrated Growth Fund

Mark P. Bronzo, Portfolio Manager of the Investment Manager, has been the co-manager of Large Cap Core Fund and the manager of Large Cap Concentrated Growth Fund since February 2008. Prior to joining the Investment Manager in 2008, he was a Managing Director and member of the Board of Managers of Nationwide Separate Accounts LLC, the successor advisor to Groupama Asset Management N.A. (“GAMNA”) and Chairman, President and Chief Executive Officer of the Gartmore Mutual Funds II, Inc. From 1995 to 2003, he served as Senior Vice President, Managing Director and Board member of GAMNA. Mr. Bronzo earned a Bachelor of Arts degree in Economics from Boston College and an MBA in Finance from New York University. He is a Chartered Financial Analyst charterholder.

Mid Cap Growth Fund and Small Cap Growth Fund

Joseph C. O’Connor, Portfolio Manager of the Investment Manager, has been the manager of Mid Cap Growth Fund since February 2008 and Small Cap Growth Fund since November 2008. Prior to joining the Investment Manager in 2008, he was a Managing Director of Nationwide Separate Accounts LLC, the successor advisor to Groupama Asset Management N.A. (“GAMNA”). From 2000 to 2003, he served as Senior Vice President, Managing Director and Board member of GAMNA. Mr. O’Connor earned a Bachelor of Science degree in Finance from St. John’s University.

All Cap Value Fund, Mid Cap Value Fund, and Small Cap Value Fund

James P. Schier, Senior Portfolio Manager of the Investment Manager, has been the manager of Mid Cap Value Fund since its inception in 1997, the Small Cap Value Fund since its inception in July 2008, and the All Cap Value Fund since October 2008 (co-managing with Mr. Mitchell from its inception). While employed by the Invest-

ment Manager, he also served as a research analyst. Prior to joining the Investment Manager in 1995, he was a portfolio manager for Mitchell Capital Management from 1993 to 1995. From 1988 to 1993, he served as Vice President and Portfolio Manager for Fourth Financial. Prior to 1988, Mr. Schier served in various positions in the investment field for Stifel Financial, Josepthal & Company and Mercantile Trust Company. Mr. Schier earned a Bachelor of Business degree from the University of Notre Dame and an MBA from Washington University. He is a Chartered Financial Analyst charterholder.

All Cap Value Fund, Large Cap Core Fund, and Large Cap Value Fund

Mark A. Mitchell, Portfolio Manager of the Investment Manager, has managed the Large Cap Value Fund since July 2005. He has managed the Large Cap Core Fund since February 2004 (co-managing with Mr. Bronzo since February 2008) and the All Cap Value Fund since October 2008 (co-managing with Mr. Schier from its inception). Prior to joining the Investment Manager, Mr. Mitchell was employed by GE Investments and its successor company, GE Asset Management, from 1994 to 2002 in the following positions: Senior Financial Analyst, Taxable Fixed Income from 1994 to 1995; Sector Portfolio Manager and Research Analyst from 1996 to 1998; Vice President, Assistant Portfolio Manager from 1998 to 1999; Vice President, Sector Portfolio Manager and Research Analyst from 1999 to 2001; and most recently as Vice President, Portfolio Manager, US Equities. Prior to 1994, Mr. Mitchell served in various positions with GE Capital. Mr. Mitchell holds a Bachelor of Science degree with an emphasis in Finance from the University of Nebraska and is a graduate of the GE Financial Management Program. He is a Chartered Financial Analyst charterholder.

The Funds’ Statement of Additional Information provides additional information about the portfolio managers’ compensation, other accounts managed by the portfolio managers, and the portfolio managers’ ownership of Fund shares.

Sub-Advisers

The Investment Manager and the Funds have received from the U.S. Securities and Exchange Commission an exemptive order for a multi-manager structure that allows the Investment Manager to hire, replace or terminate unaffiliated sub-advisers without the approval of shareholders. The order also allows the Investment Manager to revise a sub-advisory agreement with an unaffiliated sub-adviser with the approval of the Funds’ Board of Directors, but without shareholder approval. If a new unaffiliated sub-adviser is hired, shareholders will receive information about the new sub-adviser within 90 days of the change. The order allows the Funds to operate more efficiently and with greater flexibility. The Investment Manager provides the following oversight and evaluation services to those Funds which use a sub-adviser:

·	performing initial due diligence on prospective sub-advisers for the Funds

·	monitoring the performance of the sub-advisers

·	communicating performance expectations to the sub-advisers; and

·	ultimately recommending to the Board of Directors whether a sub-adviser's contract should be renewed, modified or terminated.

The Investment Manager does not expect to recommend frequent changes of sub-advisers. Although the Investment Manager will monitor the performance of the sub-advisers, there is no certainty that any sub-adviser or Fund will obtain favorable results at any given time. Currently none of the Funds are managed by a sub-adviser.

Buying Shares

Shares of the Funds are available through broker/dealers, banks, and other financial intermediaries that have an agreement with the Funds’ distributor, Rydex Distributors, LLC (the “Distributor”), or with the Funds’ transfer agent, Rydex Fund Services, LLC (the “Transfer Agent”). Shares are priced at the net asset value per share (NAV) next determined after receipt and acceptance of a purchase order by the Fund’s Transfer Agent, Distributor or an authorized financial intermediary. Authorized financial intermediaries of the Funds may also designate further intermediaries to accept purchase and redemption orders on behalf of the Funds. Authorized financial

intermediaries may charge fees in connection with an investment in the Fund. Fund shares purchased directly from the Fund are not assessed such additional charges but may be subject to a front-end sales charge as noted under the section titled “Class A Shares.” Purchase orders by a fund of funds for which the Investment Manager or an affiliate serves as investment manager will be treated as received by a Fund at the same time that the corresponding purchase orders are received in good order (i.e., all the necessary information, signatures and documentation have been fully completed) by the fund of funds and accepted.

There are two different ways to buy shares of the Funds: Class A shares or Class C shares. Class B shares are closed to new subscriptions from either new or existing shareholders. The Large Cap Core Funds, All Cap Value Fund, Small Cap Growth Fund, Small Cap Value Fund, Large Cap Concentrated Growth Fund and Mid Cap Growth Fund also offer Institutional Class shares in a different prospectus. The different classes of a Fund differ primarily with respect to the sales charges and Rule 12b-1 distribution and service fees for each class. The minimum initial investment is $100. Subsequent investments must be $100 (or $20 under an Accumulation Plan). The Funds reserve the right to reject any order to purchase shares in whole or in part.

The Funds offer you the option to submit purchase orders through your financial intermediary or send purchase orders by mail, fax or internet and send purchase proceeds by check, wire transfer or ACH. The Funds do not accept cash or cash equivalents (such as travelers’ checks and money orders), starter checks or checks drawn on a line of credit (including credit card convenience checks). The Funds typically do not accept third-party checks. Fund management reserves the right to refuse other payment instruments if, in the sole discretion of Fund management, it is deemed to be in the best interests of a Fund. Any payment instrument not accepted generally will be returned to you within twenty-four (24) hours of Fund management’s determination to not accept such instrument, but in no event later than seventy-two (72) hours after such determination. Retirement contributions will be coded for the year in which they are received unless otherwise instructed in writing at the time of the contribution.

The Funds no longer issue certificates; all Fund shares are issued in non-certificate form.

Cancelled Purchase Orders — The Transfer Agent will ordinarily cancel your purchase order under the following circumstances:

·	If your bank does not honor your check for any reason

·	If the Transfer Agent does not receive your wire transfer

·	If the Transfer Agent does not receive your ACH transfer

·	If your bank does not honor your ACH transfer

If your purchase order is cancelled for any of these reasons, you will not be entitled to benefit from any increase in NAV that the Fund(s) may have experienced from the time of your order to the time of its cancellation. In addition, if the Fund(s) NAV decreases in value from the time of your order to the time of its cancellation, the Fund(s) will hold you liable for any losses that it incurs as a result of your cancelled order.

A $50 returned check fee may be imposed on purchase checks returned for insufficient funds.

To obtain same day credit (to get that business day’s NAV) for your wire purchase order, you should call the Transfer Agent and provide the following information prior to the cutoff time for the fund(s) you are purchasing:

·	Account number

Fund name

·	Amount of wire

·	Fed wire reference number

You will receive a confirmation number to verify that your purchase order has been accepted.

If you do not notify the Transfer Agent of the incoming wire, your purchase order may not be processed until the next business day following the receipt of the wire. If you do not specify which fund(s) in the Family of Funds you want to purchase, your investment will be credited to US Government Money Market Fund, which is offered in a separate prospectus.

identifies each person that opens an account and to determine whether such person's name appears on government lists of known or suspected terrorists and terrorist organizations.

What this means for you: The Fund must obtain the following information for each person/entity that opens an account:

Name;

·	Date of birth (for individuals);

·	Residential or business street address (although post office boxes are still permitted for mailing); and

·	Social security number, taxpayer identification number, or other identifying number.

You may also be asked to show your driver's license, passport or other identifying documents in order to verify your identity. In addition, it may be necessary to verify your identity by cross-referencing your identification information with a consumer report or other electronic database. Additional information may be required to open accounts for corporations, plans and other entities.

Federal law prohibits the Fund and other financial institutions from opening accounts unless they receive the minimum identifying information listed above. They also may be required to close your account if they are unable to verify your identity within a reasonable time. If your account is closed for this reason, your shares will be redeemed at the NAV next calculated after your account is closed, and you bear the risk of any loss.

Market Timing/Short-Term Trading — The Funds are not suitable for purchase by active investors. The Funds are intended for long-term investment purposes only and discourage shareholders from engaging in “market timing” or other types of excessive short-term trading. If you wish to engage in such practices, we request that you do not purchase shares of the Funds. This frequent trading into and out of the Funds may present risks to the Funds’ long-term shareholders, all of which could adversely affect shareholder returns. The risks posed by frequent trading include interfering with the efficient implementation of the Funds’ investment strategies, triggering the recognition of taxable gains and losses on the sale of Fund investments, requiring the Funds to maintain higher cash balances to meet redemption requests, and experiencing increased transaction costs. Funds investing in securities that are thinly traded, traded infrequently, or are relatively illiquid (such as foreign securities, high-yield debt securities and small cap securities) may attract investors seeking to profit from short-term trading strategies that exploit the special valuation issues applicable to these types of holdings to a greater degree than other types of Series, and thus may be more vulnerable to the risks associated with such activity. The Funds do not accommodate frequent purchases and redemptions. Consequently, the Board of Directors has adopted policies and procedures designed to prevent frequent purchases and redemptions of shares of the Funds.

For purposes of applying the Funds’ policies, the Investment Manager may consider the trading history of accounts under common ownership or control. In addition, the Funds reserve the right to reject any purchase request by any investor or group of investors for any reason without prior notice, including, in particular, if the Investment Manager reasonably believes that the trading activity would be harmful or disruptive to the Funds. Under the Funds’ policies, two “round trip transfers” within a 90-day period may indicate market timing. If such activity is detected, a letter is mailed to the shareholder (or his or her broker/dealer or financial intermediary) with a warning that another round trip transfer request will result in the shareholder being prevented from making additional transfers for a 90-day period. If a third round trip transfer is attempted within the same 90-day period, the shareholder will be notified that activity in that account is restricted for a 90-day period. Further, if the Investment Manager detects activities in the Funds that may not be identified through the normal monitoring process, it will complete an ad-hoc analysis to identify whether the activity is detrimental to the Funds.

The restriction on “round trip transfers” is waived for, and no restrictions are applied to, transfers, purchases and redemptions of the Funds by certain “funds of funds” within the Funds’ group of investment companies that are made (1) as part of the routine allocation and rebalancing transactions for such funds of funds or (2) in order to allow for inflows and outflows of investors in such funds of funds, so long as the market timing policies and procedures for such funds of funds are consistent with the Funds’ objective of avoiding disruption due to market timing. This waiver may be extended in the future without notice to permit investments by additional funds of funds in the Funds.

In its sole discretion, a Fund may revise its market timing procedures at any time without prior notice as it deems necessary or appropriate, including changing the criteria for monitoring market timing and other harmful trading (including without limitation, imposing dollar or percentage limits on transfers). For purposes of applying the criteria used to detect potential market timing and other potentially harmful trading activity, the Funds may aggregate transfers

made in two or more transaction that the Funds believe are connected (for example, two transactions by the same owner, or by spouses, or by different partnerships or corporations that are under common control, etc.).

Transactions accepted by an authorized financial intermediary in violation of the market timing/short-term trading policies and procedures are not deemed accepted by the Funds and may be cancelled or revoked by the Funds by the close of business on the next business day following receipt. Although these policies are designed to deter frequent trading, none of these measures alone nor all of them taken together eliminate the possibility that frequent trading in the Funds will occur, particularly with respect to trades placed by shareholders that invest in the Funds through omnibus accounts maintained by brokers, retirement plan accounts and other financial intermediaries. The Funds’ access to information about individual shareholder transactions made through such omnibus arrangements is often unavailable or severely limited. As a result, a Fund cannot assure that its policies will be enforced with regard to shares held through such omnibus arrangements (which may represent a majority of the Fund’s shares), and as a result frequent trading could adversely affect the Fund and its long-term shareholders as discussed above.

The Funds reserve the right to close your account in cases of suspected fraudulent or illegal activity in accordance with applicable law. This action may be taken when, in the sole discretion of Fund management, it is deemed to be in the best interests of the Funds or in cases where the Funds are requested or compelled to do so by applicable law. If your account is closed at the request of governmental or law enforcement authority or pursuant to applicable law, you may not receive proceeds of the redemption if the Funds are required to withhold such proceeds.

Class A Shares — Class A shares are subject to a sales charge at the time of purchase. An order for Class A shares will be priced at a Fund’s NAV next calculated after the order is received in good order and accepted by the Funds or an authorized financial intermediary, plus the sales charge set forth below. The NAV, plus the sales charge, is the “offering price.” A Fund’s NAV is generally calculated as of the close of trading on each day the New York Stock Exchange (NYSE) is open (usually 4:00 p.m. Eastern Time).

	Sales Charge
Amount of Order (Offering Price)	As a Percentage of Offering Price	As a Percentage of Net Amount Invested
Less than $100,000	4.75%	4.99%
$100,000 to $249,999	3.75%	3.90%
$250,000 to $499,999	2.75%	2.83%
$500,000 to $999,999	2.00%	2.04%
$1,000,000 or more*	None	None
* Purchases of $1,000,000 or more are not subject to a sales charge at the time of purchase, but are subject to a deferred sales charge of 1.00% if redeemed within one year following purchase. The deferred sales charge is a percentage of the lesser of the NAV of the shares redeemed or the net cost of such shares. Shares that are not subject to a deferred sales charge are redeemed first.

As indicated in the table above, substantial investments receive lower sales charge rates. In order to reduce your Class A sales charges, you, your spouse, and your dependents (under the age of 21) may combine all of your Fund investments into one purchase. You may also, under rights of accumulation, combine all previous purchases of the Fund with a contemplated current purchase and receive the reduced applicable front-end sales charge. In addition, you may submit a Statement of Intention to help reduce your sales charges. This Statement allows you to count all Class A investments within a 13-month period as if you were making all of the investments at the same time, in order to qualify for reduced sales charges. If you do not fulfill the commitment reflected in your Statement of Intention, you will bear the sales charge rate associated with your total purchases, less redemptions. The Funds also make available a reinstatement privilege to reduce your sales charges in the event you redeem your shares and then subsequently reinstate your account within 30 days.

Furthermore, Class A shares of a Fund may be purchased without a sales charge by certain funds of funds within the Funds’ group of investment companies or when the purchase is made on the recommendation of (1) a non-affiliated registered investment advisor, trustee or financial intermediary who has authority to make investment

decisions on behalf of the investor or (2) a certified financial planner or registered broker-dealer who either charges periodic fees to its customers for financial planning, investment advisory or asset management services, or provides such services in connection with the establishment of an investment account for which a comprehensive “wrap fee” is imposed.

The Distributor must be notified when a purchase is made that may qualify under any of the above provisions. Consequently, an investor acquiring Class A shares directly from the Distributor must indicate in the purchase order that the purchase may qualify under any of the above provisions and must provide enough information to substantiate the claim. If an investor purchases Class A shares through an authorized financial intermediary, the investor must inform such intermediary of any facts, including any records required by the intermediary, that may qualify a purchase for any of the above provisions, such as other holdings of Class A shares held directly with the Funds or through other accounts with other authorized financial intermediaries.

Initial sales charges may also be reduced or eliminated for persons or organizations purchasing Class A shares of the Funds alone or in combination with Class A shares of other funds in the Family of Funds (as defined on page [ ]).

For purposes of qualifying for reduced sales charges on purchases made pursuant to Rights of Accumulation or a Statement of Intention, (1) the amount purchased is measured with respect to the offering price of the shares, and (2) the term “Purchaser“ includes the following persons: an individual, his or her spouse and children under the age of 21; a trustee or other fiduciary of a single trust estate or single fiduciary account established for their benefit; an organization exempt from federal income tax under Section 501(c)(3) or (13) of the Internal Revenue Code; or a pension, profit-sharing or other employee benefit plan whether or not qualified under Section 401 of the Internal Revenue Code.

Rights of Accumulation. To reduce sales charges on purchases of Class A shares of a Fund, a Purchaser may combine the current value of all its holdings of Class A shares, Class B shares, or Class C shares of the Family of Funds (including Class A accounts purchased at net asset value) with a contemplated current purchase and receive the applicable reduced front-end sales charge. Current share value may be more or less than at the time of purchase due to price fluctuations and account activity. The Distributor must be notified when a sale takes place which might qualify for the reduced charge on the basis of previous purchases.

Rights of accumulation also apply to purchases representing a combination of the Class A shares of the Funds and Class A shares of other funds in the Family of Funds in those states where shares of the Fund being purchased are qualified for sale.

Statement of Intention. A Purchaser may choose to sign a Statement of Intention within 90 days after the first purchase to be included thereunder, which will cover future purchases of Class A shares of the Funds and other funds in the Family of Funds. The amount of these future purchases shall be specified and must be made within a 13-month period (or 36-month period for purchases of $1 million or more) to become eligible for the reduced front-end sales charge applicable to the actual amount purchased under the Statement. Shares equal to four percent (4%) of the amount specified in the Statement of Intention will be held in escrow until the statement is completed or terminated. These shares may be redeemed by the Fund if the Purchaser is required to pay additional sales charges.

A Statement of Intention may be revised during the 13-month (or, if applicable, 36-month) period. Additional Class A shares received from reinvestment of income dividends and capital gains distributions are included in the total amount used to determine reduced sales charges. A Statement of Intention may be obtained from the Funds.

Reinstatement Privilege. Shareholders who redeem their Class A shares of the Funds have a one-time privilege (1) to reinstate their accounts by purchasing Class A shares without a sales charge up to the dollar amount of the redemption proceeds; or (2) to the extent the redeemed shares would have been eligible for the exchange privilege, to purchase Class A shares of another of the funds in the Family of Funds, without a sales charge up to the dollar amount of the redemption proceeds. To exercise this privilege, a shareholder must provide written notice and a check in the amount of the reinvestment within thirty days after the redemption request; the reinstatement will be made at the net asset value on the date received by the Fund or the Family of Funds, as appropriate.

Purchases at Net Asset Value. Class A shares of the Funds may be purchased at net asset value by (1) directors and officers of the Funds or other mutual funds managed by the Investment Manager or one or more of its affiliates; directors, officers and employees of the Funds’ Investment Manager or Distributor and their affiliates; directors, officers and employees of Security Benefit Life Insurance Company; agents licensed with Security Benefit Life Insurance Company; spouses or minor children of any such agents; as well as the following relatives of any such

directors, officers and employees (and their spouses): spouses, grandparents, parents, children, grandchildren, siblings, nieces and nephews; (2) any trust, pension, profit sharing or other benefit plan established by any of the foregoing corporations for persons described above; (3) retirement plans where third party administrators of such plans have entered into certain arrangements with the Distributor or its affiliates provided that no commission is paid to dealers; and (4) officers, directors, partners or registered representatives (and their spouses and minor children) of broker/dealers who have a selling agreement with the Distributor. Such sales are made upon the written assurance of the purchaser that the purchase is made for investment purposes and that the securities will not be transferred or resold except through redemption or repurchase by or on behalf of the Funds.

Class A shares of the Funds may be purchased at net asset value when the purchase is made on the recommendation of (1) a registered investment adviser, trustee or financial intermediary who has authority to make investment decisions on behalf of the investor; or (2) a certified financial planner or registered broker/dealer who either charges periodic fees to its customers for financial planning, investment advisory or asset management services, or provides such services in connection with the establishment of an investment account for which a comprehensive “wrap fee” is imposed. Class A shares may be purchased at net asset value by customers of financial intermediaries that have a contractual arrangement with the Distributor or Investment Manager where such contract provides for the waiver of the front-end sales charge. Class A shares of the Funds may also be purchased at net asset value when the purchase is made by retirement plans that (1) buy shares of funds in the Family of Funds worth $500,000 or more; (2) have 100 or more eligible employees at the time of purchase; (3) certify it expects to have annual plan purchases of shares of funds in the Family of Funds of $200,000 or more; (4) are provided administrative services by certain third-party administrators that have entered into a special service arrangement with the funds in the Family of Funds relating to such plans; or (5) have at the time of purchase, aggregate assets of at least $1,000,000. Purchases made pursuant to this provision may be subject to a deferred sales charge of up to 1% in the event of a redemption within one year of the purchase.

The Distributor must be notified when a purchase is made that qualifies under any of the above provisions. Consequently, when a Purchaser acquires shares directly from the Funds, he/she must indicate in his/her purchase order that such purchase qualifies under any of the above provisions and must provide enough information to substantiate that claim. When a Purchaser acquires shares through a broker/dealer or other financial intermediary, he/ she must inform his/her broker/dealer or other financial intermediary of any facts that may qualify a purchase for any of the above provisions, such as, for example, information about other holdings of Class A shares of the Funds that the Purchaser has, directly with the Funds, or through other accounts with broker/dealers or financial intermediaries.

Please see the Statement of Additional Information for a more detailed description of options that are available for reducing the sales charge applicable to purchases of Class A shares. For more information, you may also consult your broker or financial intermediary, or visit our website at www.rydex-sgi.com. This website provides hyperlinks that facilitate access to information, stated in a clear and prominent format, which will assist you in determining means of reducing your Class A shares initial sales charge as well as provide other information on the Funds’ sales loads and breakpoint discounts.

Class A Distribution Plan — The Funds have adopted a Class A Distribution Plan pursuant to Rule 12b-1 that allows each of the Funds to pay certain fees to the Distributor. The Distributor uses the fees to pay for activities related to the sale of Class A shares (including past sales) and services provided to shareholders. The distribution and service fee is equal to 0.25% on an annual basis of the average daily net assets of the Funds’ Class A shares. Because the distribution fees are paid out of the Funds’ assets on an ongoing basis, over time these fees will increase the cost of a shareholder’s investment and may cost an investor more than paying other types of sales charges.

Class B Shares — Effective January 4, 2010, Class B shares were closed to new subscriptions from either existing or new shareholders. Automatic investments made after the closing of Class B shares will be re-directed to Class A shares, subject to any applicable sales charges and pricing breakpoints. Existing shareholders of Class B shares may continue to hold their Class B shares and exchange their Class B shares into other Class B shares of other funds in the Family of Funds until the shares are redeemed or automatically rolled into Class A shares (after 8 years). Class B shares will continue to be subject to distribution and service (12b-1) fees of 1.00% of average daily net assets.

Shareholders who have chosen to reinvest their Class B shares’ dividends and capital gains may continue to reinvest such dividends and capital gains into Class B shares (“reinvestment shares”), and these reinvestment

shares will be redeemed or rolled into Class A shares along with the Class B shares from which the dividend or capital gains were derived.

Class B shares will continue to be subject to a deferred sales charge if redeemed within 5 years from the date of purchase. The deferred sales charge is a percentage of the NAV of the shares at the time they are redeemed or the original purchase price, whichever is less. Shares that are not subject to the deferred sales charge are redeemed first. Then, shares held the longest will be the first to be redeemed.

The amount of the deferred sales charge is based upon the number of years since the shares were purchased, as follows:

Number of Years Since Purchase	Deferred Sales Charge
1	5%
2	4%
3	3%
4	3%
5	2%
6 and more	0%

The Distributor will waive the deferred sales charge under certain circumstances. See the section titled “Waiver of the Deferred Sales Charge.”

Class B Distribution Plan — The Funds, with the exception of All Cap Value Fund and Small Cap Value Fund, have adopted a Class B Distribution Plan pursuant to Rule 12b-1 that allows each of the Funds to pay certain fees to the Distributor. The Distributor uses the fees to finance activities related to the sale of Class B shares (including past sales) and services to shareholders. The distribution and service fee is equal to 1.00% on an annual basis of the average daily net assets of the Funds’ Class B shares. Because the distribution fees are paid out of the respective Fund’s assets on an ongoing basis, over time these fees will increase the cost of a shareholder’s investment and may cost an investor more than paying other types of sales charges.

For Large Cap Value Fund, effective August 1, 2007, Class B shares of the Funds ceased charging 12b-1 fees in accordance with the Financial Industry Regulatory Authority (FINRA) rules, although it is possible that such fees may be charged in the future. As a result of this 12b-1 fee cap the total annual fund operating expenses attributable to Class B shares for the fiscal year were 0.94% and 1.61%, respectively.

Class B shares automatically convert on a tax-free basis to Class A shares on the eighth anniversary of purchase. This is advantageous to such shareholders because Class A shares are subject to a lower distribution and service fee than Class B shares. A pro rata amount of Class B shares purchased through the reinvestment of dividends or other distributions is also converted to Class A shares each time the shares purchased directly are converted.

Class C Shares — Class C shares are not subject to a sales charge at the time of purchase. An order for Class C shares will be priced at a Fund’s NAV next calculated after the order is received in good order and accepted by the Fund or an authorized financial intermediary. A Fund’s NAV is generally calculated as of the close of trading on each day the NYSE is open (usually 4:00 p.m. Eastern Time).

Class C shares are not subject to a deferred sales charge unless redeemed within one year from the date of purchase. In such event, Class C shares are subject to a 1.00% sales charge. (If your intermediary has entered into an agreement to forego receipt of an initial 1.00% sales commission, the Distributor will waive any applicable deferred sales charge when you redeem your Class C shares.) The deferred sales charge is a percentage of the NAV of the shares at the time they are redeemed or the original purchase price, whichever is less. Shares that are not subject to the deferred sales charge are redeemed first. Then, shares held the longest will be the first to be redeemed. The Distributor will waive the deferred sales charge under certain circumstances. See the section titled “Waiver of Deferred Sales Charge.”

Class C Distribution Plan — The Funds have adopted a Class C Distribution Plan that allows each of the Funds to pay distribution fees to the Distributor. The Distributor uses the fees to finance activities related to the sale of Class C shares and services to shareholders. The distribution fee and service fee is equal to 1.00% on an annual basis of the average daily net assets of the Funds’ Class C shares. Because the distribution fees are paid out of the

Funds’ assets on an ongoing basis, over time these fees will increase the cost of a shareholder’s investment and may cost an investor more than paying other types of sales charges.

Waiver of Deferred Sales Charge — The Distributor will waive the deferred sales charge (when applicable) under the following circumstances:

·	Shares were purchased through an intermediary who agreed to waive an initial 1.00% sales commission

·	Upon the death of the shareholder if shares are redeemed within one year of the shareholder’s death

·	Upon the disability of the shareholder prior to age 65 if shares are redeemed within one year of the shareholder becoming disabled and the shareholder was not disabled when the shares were purchased

·	In connection with required minimum distributions from a retirement plan qualified under Section 401(a), 401(k), 403(b) or 408 of the Internal Revenue Code (“Code”)

·	In connection with distributions from retirement plans qualified under Section 401(a), 401(k) or 403(b) of the Code for:

Ø	returns of excess contributions to the plan

Ø	retirement of a participant in the plan

Ø	a loan from the plan (loan repayments are treated as new sales for purposes of the deferred sales charge)

Ø	financial hardship (as defined in regulations under the Code) of a participant in a plan

Ø	termination of employment of a participant in a plan

Ø	any other permissible withdrawal under the terms of the plan.

Revenue Sharing Payments — The Investment Manager, Distributor or their affiliates may, out of their own resources and at no additional cost to the Funds or shareholders, make payments to financial intermediaries (including payments to affiliates of the Investment Manager or Distributor). Such payments, commonly referred to as “revenue sharing,” do not increase Fund expenses and are not reflected in the fees and expenses listed in the expense tables of this prospectus. Such compensation may be paid to intermediaries for (without limitation) marketing support and/or access to sales meetings, sales representatives and management representatives of the intermediary. Such compensation may also be paid to intermediaries for inclusion of the Funds on a sales list, including a preferred or select sales list, or in other sales programs. Revenue sharing may also be paid to intermediaries that provide services to the Funds or to shareholders, including (without limitation) shareholder servicing, sub-administration or sub-transfer agency services. The compensation received by such intermediaries via these payments may be more or less than the overall compensation received by the intermediaries in connection with the sale of other investment products and may influence the products offered or recommended by the intermediary. Additional information about these arrangements is provided in the Statement of Additional Information. These payments may create a conflict of interest by influencing the broker/dealer or other intermediary and your sales person to recommend the Fund over another investment. Shareholders should inquire of an intermediary how the intermediary will be compensated for investments made in the Funds.

Selling Shares

A shareholder may sell (or “redeem”) shares at any time through his or her authorized financial intermediary or directly through the Funds’ transfer agent. Investors who invest in the Funds through employee benefit plans, managed accounts, wrap programs, or 529 college savings plan accounts should refer to their plan/account/program documents for information on how to redeem shares of the Funds. Shares will be redeemed at the NAV next determined after the order is received in good order by the Funds’ transfer agent or an authorized financial intermediary, less any applicable deferred sales charge. Orders by a fund of funds for which the

Investment Manager or an affiliate serves as investment manager will be treated as received by a Fund at the same time that the corresponding orders are received in good order by the fund of funds. A Fund’s NAV is generally calculated as of the close of trading on each day the NYSE is open (usually 4:00 p.m. Eastern Time). Any share certificates representing Fund shares being sold must be returned with a request to sell the shares.

When redeeming recently purchased shares, if the Fund has not collected payment for the shares, it may delay sending the proceeds until it has collected payment, which may take up to 15 days. The Funds have reserved the right to redeem in kind, which would result in a shareholder receiving redemption proceeds in liquid securities with a market value equal to the redemption price. A shareholder receiving an in kind redemption would be at risk that the value of the securities would decline in value prior to their sale, that it would be difficult to sell the securities, and that brokerage fees could be incurred. For more information, please see the Funds’ Statement of Additional Information.

Distributions from 403(b) accounts may require employer or plan administrator approval. Please see the 403(b)(7) Distribution form found in the Customer Service section of www.rydex-sgi.com.

By Mail — To sell shares by mail, send a letter of instruction that includes:

·	The account number

·	The name and signature of the account owner(s)

·	The name of the Fund

·	The dollar amount or number of shares to sell

·	Where to send the proceeds

·	A signature guarantee if the proceeds will be mailed to a payee or address that is not currently on file.

If requesting a redemption from your retirement account please complete the appropriate distribution form available within the Customer Service section of the website www.rydex-sgi.com.

A signature guarantee helps protect against fraud. Banks, brokers, credit unions, national securities exchanges and savings associations provide signature guarantees. A notary public is not an eligible signature guarantor. For joint accounts, both signatures must be guaranteed.

Mail your request to:

Rydex Fund Services, LLC

P.O. Box 750525

Topeka, KS 66675-0525

You may only place a redemption order if you are the registered owner of the account or the registered owner has given Rydex | SGI written authorization to allow you to make redemptions from the account.

By Telephone — If you selected this option on your account application, you may make redemptions from your account by calling 1-800-820-0888 on weekdays (except holidays) between 8:30 a.m. and 7:30 p.m. Eastern Time. You may not close your account by telephone or redeem shares for which a certificate has been issued. Shareholders may not redeem shares held in a retirement account by telephone: please visit the Customer Service site within www.rydex-sgi.com to obtain a distribution form.

By Broker — You may redeem your shares through your authorized financial intermediary. Such intermediaries may charge a commission upon the redemption of shares.

Payment of Redemption Proceeds — All redemptions will be mailed to your address of record, sent electronically via ACH, or wired to your bank account of record. You may request overnight mail service for an additional fee. If redemption proceeds are transmitted by ACH or wire and the payee instructions are not valid, the proceeds may be re-deposited into the appropriate share class of the Rydex | SGI U.S. Government Money Market Fund as of the date of the redemption. If you request payment of redemption proceeds to a third party or to a location other than your address of record or bank account of record, your redemption request must be in writing and include a signature guarantee and may not be faxed.

The Funds may suspend the right of redemption during any period when trading on the NYSE is restricted or the NYSE is closed for a reason other than a weekend or a holiday, or any emergency is deemed to exist by the Securities and Exchange Commission.

An annual maintenance fee of $15 will be charged on the following retirement plans: IRA, SEP, Roth IRA, 403(b), Simple, Coverdell ESA, and Rydex | SGI prototype money purchase and profit sharing plan accounts. You may pay the annual fee at any time during the calendar year by sending Rydex | SGI a check. If the annual maintenance fee is not paid separately prior to December, it will be deducted automatically from your account. If you liquidate your account during the year any unpaid annual maintenance fee will be deducted at that time.

An account closing fee of $15 will be charged upon the liquidation of the following retirement accounts: IRA, SEP, Roth IRA, 403(b), Simple, Coverdell ESA.

Uncashed Check Policy – Any dividend capital gain or partial redemption check that has remained outstanding for a period of 90 days from the issuance date will be canceled and re-issued. If a re-issued check is not cashed within 90 days, the check will be canceled and the proceeds will be deposited into the shareholder’s account as of the cancellation date.

For dividend and capital gain checks, the proceeds will be reinvested into the appropriate share class of the Fund from which such distribution was paid, or if the Fund position has subsequently been redeemed in full, the distributions will be reinvested into the appropriate share class of the Rydex | SGI U.S. Government Money Market Fund. The account also will have the distribution payout option adjusted so that all future distributions are reinvested into the appropriate share class of the Fund from which the distribution would have been paid.

For partial redemption checks, the proceeds will be deposited into the appropriate share class of the Rydex | SGI U.S. Government Money Market Fund.

Any full redemption check (one that brings your account balance to $0.00) that has remained outstanding for a period of 90 days from the issuance date will be cancelled and re-issued one time.

Any redemption check from a retirement account (IRA, Roth, SEP, for example) that has remained outstanding for a period of 90 days from the issuance date will be cancelled and re-issued one time.

For checks returned in the mail, the Fund will attempt to contact the client. If no contact is made, the check will be processed according to the procedures mentioned above.

Low Balance Accounts — To offset the administrative expense of servicing small accounts, the Fund may impose, without additional notice, an administrative fee of $15 per year during periods where your account balance falls below the account minimum requirements for any reason. The Fund may redeem your shares if the value of your account falls below the required minimum account balance. However, the Fund will provide you with at least 30 days’ written notice to allow you sufficient time to add to your account and avoid the redemption of your shares.

Transactions Over Telephone or Internet — Internet and telephone transactions are extremely convenient, but are not risk free. To ensure that your internet and telephone transactions are safe, secure, and as risk-free as possible, the Family of Funds has instituted certain safeguards and procedures for determining the identity of web site users (including the use of secure passwords and 128-bit encryption technology) and telephone callers and authenticity of instructions. As a result, neither the Fund nor its transfer agent will be responsible for any loss, liability, cost, or expense for following internet, telephone or wire instructions they reasonably believe to be genuine. If you or your intermediaries make exchange requests by telephone or internet, you will generally bear the risk of any loss. Neither the Fund nor its transfer agent, are responsible for internet transactions that are not received. During periods of unusually high market activity or other times, it may be difficult to reach the Family of Funds by telephone or access our internet site. The Family of Funds and its affiliates will not be liable for any losses resulting from a cause over which the Family of Funds or its affiliates do not have direct control, including the failure of electronic or mechanical equipment or communication lines, telephone or other interconnect problems (e.g., if you are unable to access your online service provider), input errors on the internet, severe weather, facilities emergencies, earthquakes, floods and strikes or other labor problems. If you are not able to reach the Family of Funds by your regular medium, consider sending written instructions.

Dividends and Taxes

Each Fund pays its shareholders dividends from its net investment income and distributes any net capital gains that it has realized, at least annually. Your dividends and distributions will be reinvested in the Fund, unless you instruct the Investment Manager otherwise. There are no fees or sales charges on reinvestments. Please see “Uncashed Check Policy” above for more information concerning uncashed dividend and distribution checks.

Tax on Distributions — Fund dividends and distributions are taxable to shareholders (unless your investment is in an IRA or other tax-advantaged retirement account) whether you reinvest your dividends or distributions or take them in cash.

In addition to federal tax, dividends and distributions may be subject to state and local taxes. If a Fund declares a dividend or distribution in October, November or December but pays it in January, you may be taxed on that dividend or distribution as if you received it in the calendar year in which the dividend or distribution is declared.

Current tax law generally provides for a maximum tax rate for individual taxpayers of 15% on long-term gains and from certain qualifying dividends on corporate stock. These rate reductions do not apply to corporate taxpayers or to foreign shareholders. Distributions of earnings from dividends paid by certain “qualified foreign corporations” can also qualify for the lower tax rates on qualifying dividends. A shareholder will also have to satisfy a more than 60-day holding period with respect to any distributions of qualifying dividends in order to obtain the benefit of the lower tax rate. Distributions of earnings from non-qualifying dividends, interest income, other types of ordinary income and short-term capital gains will be taxed at the ordinary income tax rate applicable to the taxpayer.

The favorable tax treatment for qualified dividends and the lower rates on long-term capital gains are currently scheduled to expire after 2012.

Tax-deferred retirement accounts generally do not generate a tax liability unless you are taking a distribution or making a withdrawal.

A Fund has “short-term capital gains” when it sells assets within one year after buying them. Your share of a Fund’s net short-term capital gains will be taxed at ordinary income rates. A Fund has “long-term capital gains” when it sells assets that it has owned for more than one year. Distributions designated by a Fund as long-term capital gain distributions will be taxable to you at your long-term capital gains rate no matter how long you have held your Fund shares.

The Funds will mail you information concerning the tax status of the distributions for each calendar year early the following year.

Taxes on Sales, Redemptions or Exchanges — You may be taxed on any sale, redemption or exchange of Fund shares. Generally, gain or loss realized upon the sale, redemption or exchange of Fund shares will be capital gain or loss if you hold the shares as capital assets and will be taxable as long-term capital gain or loss if you held the shares for more than one year, or as short-term capital gain or loss if you held the shares for a year or less, at the time of sale, redemption or exchange.

If your tax basis in your shares exceeds the amount of proceeds you received from a sale, exchange or redemption of shares, you will recognize a taxable loss on the sale of shares of a Fund. Any loss recognized on shares held for six months or less will be treated as long-term capital loss to the extent of any long-term capital gain distributions that were received with respect to the shares. Additionally, any loss realized on a sale, redemption or exchange of shares of a Fund may be disallowed under “wash sale” rules to the extent the shares disposed of are replaced with other shares of that Fund within a period of 61 days beginning thirty days before and ending thirty days after shares are disposed of, such as pursuant to a dividend reinvestment in shares of that Fund. If disallowed, the loss will be reflected in an adjustment to the tax basis of the shares acquired.

Back-up Withholding — The Funds may be required to withhold federal income tax at the rate of 28% (currently scheduled to increase to 31% after 2012) of all taxable distributions payable to you if you fail to provide the Fund with your correct taxpayer identification number or to make required certifications or if you have been notified by the Internal Revenue Service that you are subject to back-up withholding. Back-up withholding is not an additional tax; rather, it is a way in which the Internal Revenue Service ensures it will collect taxes otherwise due. Any amounts withheld may be credited against your U.S. federal income tax liability.

paid by it as a distribution to each shareholder which would generally permit each shareholder (1) to credit this amount or (2) to deduct this amount for purposes of computing its U.S. federal income tax liability. The Fund will notify you if it makes this election.

Foreign Shareholders — Shareholders other than U.S. persons may be subject to different U.S. federal income tax treatment, including withholding tax at the rate of 30% on amounts treated as ordinary dividends from a Fund, as discussed in more detail in the Statement of Additional Information.

You should consult your tax professional about federal, state and local tax consequences to you of an investment in the Fund. Please see the Statement of Additional Information for additional tax information.

Determination of Net Asset Value

The NAV of each Fund is computed as of the close of regular trading hours on the NYSE (normally 4:00 p.m. Eastern Time) on days when the NYSE is open. The NYSE is open Monday through Friday, except on observation of the following holidays: New Year’s Day, Martin Luther King, Jr. Day, Presidents’ Day, Good Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving Day and Christmas Day. If portfolio investments of a Fund are traded in markets on days when the NYSE is not open, a Fund’s NAV may fluctuate on days when investors cannot purchase or redeem shares.

Foreign securities are valued based on quotations from the primary market in which they are traded and are converted from the local currency into U.S. dollars using current exchange rates. Foreign securities may trade in their primary markets on weekends or other days when the Funds do not price their shares. Therefore, the NAV of Funds holding foreign securities may change on days when shareholders will not be able to buy or sell shares of the Funds.

Portfolio securities and other investments are generally valued at market value when market quotations are readily available. Securities traded on a domestic securities exchange are valued at the last sale price on that exchange on the day the valuation is made, provided, however, that securities listed on NASDAQ will be valued at the NASDAQ Official Closing Price, which may not necessarily represent the last sale price. If no sale is reported, the last current bid price is used. Securities traded over-the-counter are valued at the last current bid price. Market quotations for securities prices may be obtained from automated pricing services. Investments in securities maturing in 60 days or less may be valued at amortized cost.

When a market quotation for a security is not readily available (which may include closing prices deemed to be unreliable because of the occurrence of a subsequent event), the Investment Manager, in good faith, establishes a fair value for the security in accordance with the Funds’ valuation procedures. The types of securities for which such fair value pricing may be required include, but are not limited to: foreign securities, where a significant event occurs after the close of the foreign market on which such security principally trades, but before the close of the NYSE, that is likely to have changed the value of such security, or the closing value is otherwise deemed unreliable; securities of an issuer that has entered into a restructuring; securities whose trading has been halted or suspended; fixed-income securities that have gone into default and for which there is no current market value quotation; and securities that are restricted as to transfer or resale.

Valuing securities at fair value involves greater reliance on judgment than valuing securities that have readily available market quotations. Fair value determinations can also involve reliance on quantitative models employed by a fair value pricing service. The Investment Manager makes such determinations in good faith in accordance with the Funds’ valuation procedures, with the goal of accurately reflecting the current value of each Fund’s portfolio holdings in the Fund’s net asset value per share. There can be no assurance that a Fund could obtain the fair value assigned to a security if it were to sell the security at approximately the time at which the Fund determines its net asset value per share.

For further information about valuation of investments, see the Statement of Additional Information.

Shareholder Services

Automatic Investment Plan — An investor may choose to invest in shares of one of the Funds through a voluntary Automatic Investment Plan (AIP). This allows for an initial investment of $100 minimum and subsequent investments of $20 minimum at any time. An (AIP) involves no obligation to make periodic investments and is terminable at will.

Payments are made by sending a check to the Distributor who (acting as an agent for the dealer) will purchase whole and fractional shares of the Fund as of the close of business on such day as the payment is received. The investor will receive a confirmation and statement after each investment.

Investors may choose to use an ACH to make Fund purchases. There is no additional charge for choosing to use an ACH. Withdrawals from your bank account may occur up to three business days before the date scheduled to purchase Fund shares. Please visit the Customer Service section of the www.rydex-sgi.com web site to obtain the On Demand and Automatic Investment Request form.

Systematic Withdrawal Plan —Shareholders who wish to receive regularly scheduled payments may establish a Systematic Withdrawal Plan. Please refer to the Systematic Withdrawal Plan Request form for additional payment options. The form can be found within the Customer Service section of the www.rydex-sgi.com website. Shares are liquidated at NAV. The Plan may be terminated upon notification, or it will terminate automatically if all shares are liquidated or redeemed from the account.

A shareholder may establish a Systematic Withdrawal Plan with respect to Class B and Class C shares without the imposition of any applicable contingent deferred sales charge, provided that such withdrawals do not in any 12-month period, beginning on the date the Plan is established, exceed 10% of the value of the account on that date (“Free Systematic Withdrawals“). Free Systematic Withdrawals are not available if a Plan established with respect to Class B or Class C shares provides for withdrawals in excess of 10% of the value of the account in any Plan year, and, as a result, all withdrawals under such a Plan would be subject to any applicable contingent deferred sales charge. Free Systematic Withdrawals will be made first by redeeming those shares that are not subject to the contingent deferred sales charge and then by redeeming shares held the longest. The contingent deferred sales charge applicable to a redemption of Class B or Class C shares requested while Free Systematic Withdrawals are being made will be calculated as described under ”Class B Shares” or “Class C Shares,” as applicable. A Systematic Withdrawal form may be obtained from the Funds.

Exchange Privilege — Shareholders of the Funds may exchange their shares for shares of another Fund or for shares of other funds distributed by the Distributor. An exchange is two transactions: a sale of shares of one fund and the purchase of shares of another fund. In general, the same policies that apply to purchases and sales apply to exchanges, including a Fund’s right to reject any order to purchase shares.

Shares of a particular class of the Funds may be exchanged only for shares of the same class of another available Fund. In addition, shareholders should note that Class A shares may be exchanged for Institutional Class shares of Funds distributed by the Distributor if the shareholder meets the minimum initial investment and the specific eligibility requirements, which are described in a different prospectus. Shareholders should consult that prospectus prior to making such an exchange. A copy of the prospectus may be requested by contacting the Distributor.

Exchanges may be made only in those states where shares of the Fund into which an exchange is to be made are qualified for sale. No service fee or sales charge is presently imposed on such an exchange. Any applicable contingent deferred sales charge will be imposed upon redemption and calculated from the date of the initial purchase. For tax purposes, an exchange is a sale of shares that may result in a taxable gain or loss. Special rules may apply to determine the amount of gain or loss on an exchange occurring within 90 days after purchase of the exchanged shares. Before exchanging your shares for shares of another mutual fund that is distributed by the Distributor and offered through another prospectus, you should request the prospectus of the mutual fund into which you are contemplating exchanging your shares and review it carefully, as the other mutual fund may be subject to fees, charges or expenses that are different from the shares that you are exchanging. A current prospectus of the Fund into which an exchange is made will be given to each shareholder exercising this privilege.

The terms of an employee-sponsored retirement plan may affect a shareholder’s right to exchange shares as described above. Contact your plan sponsor or administrator to determine if all of the exchange options discussed above are available under your plan.

A shareholder may exchange shares by telephone by calling the Funds at 1-800-820-0888, on weekdays (except holidays) between the hours of 8:30 a.m. and 7:30 p.m. Eastern Time. Exchange requests received by telephone after the close of the NYSE (normally 4:00 p.m. Eastern Time) will be treated as if received on the next business day. The exchange privilege, including telephone exchanges, dollar cost averaging and asset rebalancing, may be changed or discontinued at any time by either the Investment Manager or the Funds upon 60 days’ notice to shareholders.

The exchange privilege is not intended as a vehicle for short-term or excessive trading. Because excessive trading by a shareholder can hurt a Fund’s performance and its other shareholders, the Funds reserve the right to limit the amount or number of exchanges or discontinue this privilege if (1) a Fund or the Investment Manager believes that the Fund would be harmed or unable to invest effectively, or (2) a Fund receives or anticipates simultaneous orders that may significantly affect the Fund. The Funds also may reject future investments from a shareholder if the shareholder engages in, or is suspected of engaging in, short-term or excessive trading.

Dollar Cost Averaging. This option allows shareholders to make periodic exchanges of shares to one or more of the Funds available under the exchange privilege as described above. Such periodic exchanges in which securities are purchased at regular intervals are known as “dollar cost averaging.” With dollar cost averaging, the cost of the securities is averaged over time and possibly over various market cycles. Dollar cost averaging does not guarantee profits, nor does it assure that a shareholder will not have losses.

Shareholders may obtain a dollar cost averaging request form from the Investment Manager. Shareholders designate on the form whether amounts are to be exchanged on the basis of a specific dollar amount or a specific number of shares, subject to applicable investment minimums, if any. The Investment Manager will exchange shares as requested on the first business day of the month.

The Investment Manager will make exchanges until the account value is depleted or until the shareholder instructs the Investment Manager to terminate dollar cost averaging. Dollar cost averaging may be terminated at any time by written request to the Investment Manager.

Asset Rebalancing. This option is available only to participants in a 403(b)(7) account for which an affiliate of the Investment Manager is the recordkeeper. This option allows shareholders to automatically exchange shares of those Funds available under the exchange privilege as described above on a quarterly basis to maintain a particular percentage allocation among the Funds. Shares of such Funds must be held in non-certificated form. Account value allocated to a Fund will grow or decline in value at different rates during the selected period, and asset rebalancing will automatically reallocate your account value in the Funds to the allocation you select on a quarterly basis.

Shareholders may obtain an asset rebalancing request form from the Investment Manager. You must designate on the form the applicable Funds and the percentage of account value to be maintained in each Fund. Thereafter, the Investment Manager will exchange shares of the Funds to maintain that allocation on the first business day of each calendar quarter. Asset rebalancing may be terminated at any time by written request to the Investment Manager.

Retirement Plans — The Funds have available tax-qualified retirement plans for individuals, prototype plans for the self-employed, pension and profit sharing plans for corporations and custodial accounts for employees of public school systems and organizations meeting the requirements of Section 501(c)(3) of the Code. Further information concerning these plans is contained in the Funds’ Statement of Additional Information.

General Information

Shareholder Inquiries — Shareholders who have questions concerning their account or wish to obtain additional information may call the Funds (see back cover for address and telephone numbers) or contact their securities dealer. Client requests for historical account transcripts or the retrieval of a significant amount of documentation may be honored to the extent that those records are readily available. The Fund reserves the right, upon notice, to charge you a fee to cover the costs of special requests for information that require extensive research or employee resources.

Important Information About Certain Funds — Shareholders of record of each of Rydex | SGI Mid Cap Growth Fund, Rydex | SGI Large Cap Value Fund, and Rydex | SGI Large Cap Core Fund on April 18, 2011 participated in a reverse stock split, the effect of which is not reflected in this prospectus. After the close of the markets on April 8, 2011, these Funds effected a one for four reverse split of each Fund’s issued and outstanding Class A, B, and C shares. As a result of the reverse split, every four shares of the Funds were exchanged for one share of the applicable fund. Accordingly, the number of each Fund’s issued and outstanding shares decreased by 75% and the Fund’s per share net asset value (“NAV”) increased.

The shares of each of these Funds are now offered on a split-adjusted basis. The table below illustrates the effect of a hypothetical reverse split on a shareholder’s investment.

Period	# of Shares Owned	Hypothetical NAV	Total Market Value
Pre-Split	100	$ 5.00	$500
Post Split	25	$20.00	$500

As noted above, the full effect of this reverse stock split is not reflected in the financial information shown in this prospectus.

Financial Highlights

The financial highlights table is intended to help you understand each Fund’s financial performance during the past five complete fiscal years, or the period since commencement of a Fund or share class, if shorter. Certain information reflects financial results for a single Fund share. The total returns in the table represent the rate that an investor would have earned (or lost) on an investment in a Fund assuming reinvestment of all dividends and distributions. The information for the fiscal years ended September 30 has been derived from financial statements that have been audited by [NAME], whose report, along with the Funds’ financial statements, are included in the annual report, which is available upon request.

Financial Highlights

Rydex | SGI Large Cap Value Fund

Fiscal period ended September 30

Class A		2011	[ ]		2010	(b)(c)		2009	(b)(c)		2008	(b)(c)		2007	(b)(c)
Net asset value beginning of period	$	[ ]		$	6.23		$	6.72		$	9.18		$	7.65
Income from Investment Operations
Net investment income (loss)		[ ]			0.03			0.05			0.05			0.04
Net gain (loss) on securities (realized and unrealized)		[ ]			0.31			(0.45	)		(2.14	)		1.49
Total from investment operations		[ ]			0.34			(0.40	)		(2.09	)		1.53
Less Distributions
Dividends (from net investment income)		[ ]			(0.05	)		(0.05	)		(0.04	)		—
Distributions (from realized gains)		[ ]			—			(0.04	)		(0.33	)		—
Total distributions		[ ]			(0.05	)		(0.09	)		(0.37	)		—
Net asset value end of period	$	[ ]		$	6.52		$	6.23		$	6.72		$	9.18
Total return(a)		[ ]	%		5.46	%		(5.59	)%		(23.45	)%		20.04	%
Net assets end of period (thousands)	$	[ ]		$	47,718		$	38,008		$	66,902		$	79,998
Ratio of expenses to average net assets		[ ]	%		1.18	%		1.25	%		1.25	%		1.27	%
Ratio of net investment income (loss) to average net assets		[ ]	%		0.46	%		0.88	%		0.68	%		0.51	%
Portfolio turnover rate		[ ]	%		29	%		25	%		48	%		25	%

Class B		2011	[ ]		2010	(b)(c)(f)		2009	(b)(c)(f)		2008	(b)(c)(f)		2007	(b)(c)(f)
Net asset value beginning of period	$	[ ]		$	5.78		$	6.29		$	8.58		$	7.18
Income from Investment Operations
Net investment income (loss)		[ ]			0.04			0.06			0.07			(0.01	)
Net gain (loss) on securities (realized and unrealized)		[ ]			0.29			(0.46	)		(2.02	)		1.41
Total from investment operations		[ ]			0.33			(0.40	)		(1.95	)		1.40
Less Distributions
Dividends (from net investment income)		[ ]			(0.07	)		(0.07	)		(0.01	)		—
Distributions (from realized gains)		[ ]			—			(0.04	)		(0.33	)		—
Total distributions		[ ]			(0.07	)		(0.11	)		(0.34	)		—
Net asset value end of period	$	[ ]		$	6.04		$	5.78		$	6.29		$	8.58
Total return(a)		[ ]	%		5.78	%		(5.91	)%		(23.39	)%		19.50	%
Net assets end of period (thousands)	$	[ ]		$	4,132		$	4,802		$	8,097		$	13,784
Ratio of expenses to average net assets		[ ]	%		0.94	%		1.00	%		1.00	%		1.85	%
Ratio of net investment income (loss) to average net assets		[ ]	%		0.68	%		1.16	%		0.93	%		(0.08	)%
Portfolio turnover rate		[ ]	%		29	%		25	%		48	%		25	%

Rydex | SGI Large Cap Value Fund

Fiscal period ended September 30

Class C		2011	[ ]		2010	(b)(c)		2009	(b)(c)		2008	(b)(c)		2007	(b)(c)
Net asset value beginning of period	$	[ ]		$	5.87		$	6.35		$	8.72		$	7.31
Income from Investment Operations
Net investment income (loss)		[ ]			(0.02	)		0.01			—			(0.02	)
Net gain (loss) on securities (realized and unrealized)		[ ]			0.30			(0.45	)		(2.04	)		1.43
Total from investment operations		[ ]			0.28			(0.44	)		(2.04	)		1.41
Less Distributions
Dividends (from net investment income)		[ ]			—			—			(0.33	)		—
Distributions (from realized gains)		[ ]			—			(0.04	)		—			—
Total distributions		[ ]			—			(0.04	)		(0.33	)		—
Net asset value end of period	$	[ ]		$	6.15		$	5.87		$	6.35		$	8.72
Total return(a)		[ ]	%		4.77	%		(6.80	)%		(24.09	)%		19.29	%
Net assets end of period (thousands)	$	[ ]		$	2,493		$	3,128		$	4,410		$	5,717
Ratio of expenses to average net assets		[ ]	%		1.94	%		2.00	%		2.00	%		2.02	%
Ratio of net investment income (loss) to average net assets		[ ]	%		(0.31	)%		0.14	%		(0.07	)%		(0.23	)%
Portfolio turnover rate		[ ]	%		29	%		25	%		48	%		25	%

Financial Highlights

Rydex | SGI Large Cap Core Fund

Fiscal period ended September 30

Class A		2011	[ ]		2010	(c)		2009	(c)		2008	(c)(g)(j)		2007	(c)
Net asset value beginning of period	$	[ ]		$	4.05		$	4.26		$	6.84		$	6.85
Income from Investment Operations:
Net investment income (loss)		[ ]			0.01			0.01			0.01			—
Net gain (loss) on securities (realized and unrealized)		[ ]			0.33			(0.20	)		(1.61	)		0.69
Total from investment operations		[ ]			0.34			(0.19	)		(1.60	)		0.69
Less Distributions:
Dividends (from net investment income)		[ ]			—			(0.01	)		—			—
Distributions (from realized gains)		[ ]			—			—			(0.97	)		(0.70	)
Return of capital		[ ]			—			(0.01	)		(0.01	)		—
Total distributions		[ ]			—			(0.02	)		(0.98	)		(0.70	)
Net asset value end of period		[ ]		$	4.39		$	4.05		$	4.26		$	6.84
Total return(a)		[ ]	%		8.40	%		(4.32	)%		(26.12	)%		10.33	%
Net assets end of period (thousands)	$	[ ]		$	174,371		$	175,404		$	205,908		$	322,850
Ratio of expenses to average net assets		[ ]	%		1.43	%		1.49	%		1.36	%		1.34	%
Ratio of net investment income (loss) to average net assets		[ ]	%		0.31	%		0.28	%		0.15	%		0.02	%
Portfolio turnover rate		[ ]	%		100	%		69	%		111	%		20	%

Class B		2011	[ ]		2010	(c)		2009	(c)		2008	(c)(g)(j)		2007	(c)
Net asset value beginning of period	$	[ ]		$	3.34		$	3.53		$	5.89		$	6.04
Income from Investment Operations:
Net investment income (loss)		[ ]			(0.02	)		(0.01	)		(0.03	)		(0.04	)
Net gain (loss) on securities (realized and unrealized)		[ ]			0.28			(0.17	)		(1.35	)		0.59
Total from investment operations		[ ]			0.26			(0.18	)		(1.38	)		0.55
Less Distributions:
Dividends (from net investment income)		[ ]			—			—			—			—
Distributions (from realized gains)		[ ]			—			—			(0.97	)		(0.70	)
Return of capital		[ ]			—			(0.01	)		(0.01	)		—
Total distributions		[ ]			—			(0.01	)		(0.98	)		(0.70	)
Net asset value end of period		[ ]		$	3.60		$	3.34		$	3.53		$	5.89
Total return(a)		[ ]	%		7.78	%		(4.96	)%		(26.69	)%		9.33	%
Net assets end of period (thousands)	$	[ ]		$	6,817		$	7,784		$	10,621		$	19,928
Ratio of expenses to average net assets		[ ]	%		2.17	%		2.24	%		2.11	%		2.09	%
Ratio of net investment income (loss) to average net assets		[ ]	%		(0.48	)%		(0.46	)%		(0.61	)%		(0.74	)%
Portfolio turnover rate		[ ]	%		100	%		69	%		111	%		20	%

Financial Highlights

Rydex | SGI Large Cap Core Fund

Fiscal period ended September 30

Class C		2011	[ ]		2010	(c)		2009	(c)		2008	(c)(g)(j)		2007	(c)
Net asset value beginning of period	$	[ ]		$	3.62		$	3.81		$	6.28		$	6.39
Income from Investment Operations:
Net investment income (loss)		[ ]			(0.02	)		(0.01	)		(0.03	)		(0.05	)
Net gain (loss) on securities (realized and unrealized)		[ ]			0.29			(0.17	)		(1.46	)		0.64
Total from investment operations		[ ]			0.27			(0.18	)		(1.49	)		0.59
Less Distributions:
Dividends (from net investment income)		[ ]			—			—			—			—
Distributions (from realized gains)		[ ]			—			—			(0.97	)		(0.70	)
Return of capital		[ ]			—			(0.01	)		(0.01	)		—
Total distributions		[ ]			—			(0.01	)		(0.98	)		(0.70	)
Net asset value end of period		[ ]		$	3.89		$	3.62		$	3.81		$	6.28
Total return(a)		[ ]	%		7.46	%		(4.60	)%		(26.79	)%		9.45	%
Net assets end of period (thousands)	$	[ ]		$	2,158		$	2,244		$	2,915		$	5,048
Ratio of expenses to average net assets		[ ]	%		2.18	%		2.24	%		2.11	%		2.09	%
Ratio of net investment income (loss) to average net assets		[ ]	%		(0.44	)%		(0.47	)%		(0.60	)%		(0.73	)%
Portfolio turnover rate		[ ]	%		100	%		69	%		111	%		20	%

Financial Highlights

Rydex | SGI All Cap Value Fund

Fiscal period ended September 30

Class A		2011	[ ]		2010	(b)(c)		2009	(b)(c)(k)
Net asset value beginning of period		[ ]		$	10.21		$	10.00
Income from Investment Operations:
Net investment income (loss)		[ ]			0.03			0.04
Net gain (loss) on securities (realized and unrealized)		[ ]			0.89			0.17
Total from investment operations		[ ]			0.92			0.21
Less Distributions:
Dividends (from net investment income)		[ ]			(0.02	)		—
Distributions (from realized gains)		[ ]			—			—
Return of capital		[ ]			—			—
Total distributions		[ ]			(0.02	)		—
Net asset value end of period		[ ]		$	11.11		$	10.21
Total return(a)		[ ]	%		8.97	%		2.10	%
Net assets end of period (thousands)	$	[ ]		$	1,601		$	1,319
Ratio of expenses to average net assets		[ ]	%		1.29	%		1.35	%
Ratio of net investment income (loss) to average net assets		[ ]	%		0.31	%		0.51	%
Portfolio turnover rate		[ ]	%		55	%		17	%

Class C		2011	[ ]		2010	(b)(c)		2009	(b)(c)(k)
Net asset value beginning of period		[ ]		$	10.13		$	10.00
Income from Investment Operations:
Net investment income (loss)		[ ]			(0.04	)		(0.02	)
Net gain (loss) on securities (realized and unrealized)		[ ]			0.88			0.15
Total from investment operations		[ ]			0.84			0.13
Less Distributions:
Dividends (from net investment income)		[ ]			—			—
Distributions (from realized gains)		[ ]			—			—
Return of capital		[ ]			—			—
Total distributions		[ ]			—			—
Net asset value end of period		[ ]		$	10.97		$	10.13
Total return(a)		[ ]	%		8.29	%		1.30	%
Net assets end of period (thousands)	$	[ ]		$	809		$	436
Ratio of expenses to average net assets		[ ]	%		2.04	%		2.10	%
Ratio of net investment income (loss) to average net assets		[ ]	%		(0.41	)%		(0.18	)%
Portfolio turnover rate		[ ]	%		55	%		17	%

Financial Highlights

Rydex | SGI Mid Cap Value Fund

Fiscal period ended September 30

Class A		2011	[ ]		2010	(c)		2009	(c)		2008	(c)		2007	(c)
Net asset value beginning of period	$	[ ]		$	26.58		$	28.41		$	40.79		$	38.27
Income from Investment Operations:
Net investment income (loss)		[ ]			0.11			0.08			0.25			0.25
Net gain (loss) on securities (realized and unrealized)		[ ]			2.90			0.82			(4.77	)		4.59
Total from investment operations		[ ]			3.01			0.90			(4.52	)		4.84
Less Distributions:
Dividends (from net investment income)		[ ]			(0.04	)		(0.14	)		(0.14	)		(0.23	)
Distributions (from realized gains)		[ ]			—			(2.59	)		(7.72	)		(2.09	)
Return of capital		[ ]			—			—			—			—
Total distributions		[ ]			(0.04	)		(2.73	)		(7.86	)		(2.32	)
Net asset value end of period	$	[ ]		$	29.55		$	26.58		$	28.41		$	40.79
Total return(a)		[ ]	%		11.32	%		6.90	%		(12.48	)%		12.96	%
Net assets end of period (thousands)	$	[ ]		$	1,056,655		$	781,883		$	656,044		$	687,484
Ratio of expenses to average net assets		[ ]	%		1.37	%		1.48	%		1.37	%		1.32	%
Ratio of net investment income (loss) to average net assets		[ ]	%		0.38	%		0.40	%		0.79	%		0.61	%
Portfolio turnover rate		[ ]	%		23	%		31	%		68	%		44	%

Class B		2011	[ ]		2010	(c)		2009	(c)		2008	(c)		2007	(c)
Net asset value beginning of period	$	[ ]		$	22.78		$	24.83		$	36.78$		$	34.76
Income from Investment Operations:
Net investment income (loss)		[ ]			(0.09	)		(0.06	)		—			(0.04	)
Net gain (loss) on securities (realized and unrealized)		[ ]			2.48			0.60			(4.23	)		4.15
Total from investment operations		[ ]			2.39			0.54			(4.23	)		4.11
Less Distributions:
Dividends (from net investment income)		[ ]			—			—			—			—
Distributions (from realized gains)		[ ]			—			(2.59	)		(7.72	)		(2.09	)
Return of capital		[ ]			—			—			—			—
Total distributions		[ ]			—			(2.59	)		(7.72	)		(2.09	)
Net asset value end of period	$	[ ]		$	25.17		$	22.78		$	24.83		$	36.78
Total return(a)		[ ]	%		10.49	%		6.17	%		(13.14	)%		12.10	%
Net assets end of period (thousands)	$	[ ]		$	42,321		$	58,221		$	66,641		$	106,179
Ratio of expenses to average net assets		[ ]	%		2.12	%		2.23	%		2.12	%		2.07	%
Ratio of net investment income (loss) to average net assets		[ ]	%		(0.40	)%		(0.34	)%		(0.01	)%		(0.10	)%
Portfolio turnover rate		[ ]	%		23	%		31	%		68	%		44	%

Financial Highlights

Rydex | SGI Mid Cap Value Fund

Fiscal period ended September 30

Class C		2011	[ ]		2010	(c)		2009	(c)		2008	(c)		2007	(c)
Net asset value beginning of period	$	[ ]		$	23.47		$	25.49		$	37.54		$	35.43
Income from Investment Operations:
Net investment income (loss)		[ ]			(0.09	)		(0.07	)		—			(0.05	)
Net gain (loss) on securities (realized and unrealized)		[ ]			2.55			0.64			(4.33	)		4.25
Total from investment operations		[ ]			2.46			0.57			(4.33	)		4.20
Less Distributions:
Dividends (from net investment income)		[ ]			—			—			—			—
Distributions (from realized gains)		[ ]			—			(2.59	)		(7.72	)		(2.09	)
Return of capital		[ ]			—			—			—			—
Total distributions		[ ]			—			(2.59	)		(7.72	)		(2.09	)
Net asset value end of period	$	[ ]		$	25.93		$	23.47		$	25.49		$	37.54
Total return(a)		[ ]	%		10.48	%		6.13	%		(13.15	)%		12.13	%
Net assets end of period (thousands)	$	[ ]		$	193,986		$	139,121		$	113,192		$	176,746
Ratio of expenses to average net assets		[ ]	%		2.12	%		2.22	%		2.12	%		2.07	%
Ratio of net investment income (loss) to average net assets		[ ]	%		(0.37	)%		(0.35	)%		(0.01	)%		(0.12	)%
Portfolio turnover rate		[ ]	%		23	%		31	%		68	%		44	%

Financial Highlights

Rydex | SGI Small Cap Growth Fund

Fiscal period ended September 30

Class A		2011	[ ]		2010	(c)		2009	(c)		2008	(c)		2007	(c)
Net asset value beginning of period	$	[ ]		$	10.56		$	11.43		$	18.53		$	15.63
Income from Investment Operations:
Net investment income (loss)		[ ]			(0.18	)		(0.18	)		(0.24	)		(0.23	)
Net gain (loss) on securities (realized and unrealized)		[ ]			1.87			(0.63	)		(5.55	)		3.13
Total from investment operations		[ ]			1.69			(0.81	)		(5.79	)		2.90
Less Distributions:
Dividends (from net investment income)		[ ]			—			—			—			—
Distributions (from realized gains)		[ ]			—			(0.06	)		(1.31	)		—
Total distributions		[ ]			—			(0.06	)		(1.31	)		—
Net asset value end of period	$	[ ]		$	12.25		$	10.56		$	11.43		$	18.53
Total return(a)		[ ]	%		16.00	%		(6.89	)%		(33.25	)%		18.55	%
Net assets end of period (thousands)	$	[ ]		$	11,847		$	9,966		$	12,414		$	45,430
Ratio of expenses to average net assets		[ ]	%		2.26	%		2.60	%		1.98	%		1.80	%
Ratio of net investment income (loss) to average net assets		[ ]	%		(1.55	)%		(2.04	)%		(1.59	)%		(1.32	)%
Portfolio turnover rate		[ ]	%		112	%		200	%		169	%		145	%

Class B		2011	[ ]		2010	(c)		2009	(c)		2008	(c)		2007	(c)(d)
Net asset value beginning of period	$	[ ]		$	9.43		$	10.28		$	16.92		$	14.38
Income from Investment Operations:
Net investment income (loss)		[ ]			(0.23	)		(0.21	)		(0.32	)		(0.33	)
Net gain (loss) on securities (realized and unrealized)		[ ]			1.65			(0.58	)		(5.01	)		2.87
Total from investment operations		[ ]			1.42			(0.79	)		(5.33	)		2.54
Less Distributions:
Dividends (from net investment income)		[ ]			—			—			—			—
Distributions (from realized gains)		[ ]			—			(0.06	)		(1.31	)		—
Total distributions		[ ]			—			(0.06	)		(1.31	)		—
Net asset value end of period	$	[ ]		$	10.85		$	9.43		$	10.28		$	16.92
Total return(a)		[ ]	%		15.06	%		(7.47	)%		(33.72	)%		17.66	%
Net assets end of period (thousands)	$	[ ]		$	1,419		$	1,766		$	2,675		$	5,792
Ratio of expenses to average net assets		[ ]	%		3.02	%		3.33	%		2.82	%		2.56	%
Ratio of net investment income (loss) to average net assets		[ ]	%		(2.30	)%		(2.77	)%		(2.42	)%		(2.07	)%
Portfolio turnover rate		[ ]	%		112	%		200	%		169	%		145	%

Financial Highlights

Rydex | SGI Small Cap Growth Fund

Fiscal period ended September 30

Class C		2011	[ ]		2010	(c)		2009	(c)		2008	(c)		2007	(c)(d)
Net asset value beginning of period	$	[ ]		$	9.61		$	10.48		$	17.23		$	14.64
Income from Investment Operations:
Net investment income (loss)		[ ]			(0.24	)		(0.22	)		(0.33	)		(0.33	)
Net gain (loss) on securities (realized and unrealized)		[ ]			1.69			(0.59	)		(5.11	)		2.92
Total from investment operations		[ ]			1.45			(0.81	)		(5.44	)		2.59
Less Distributions:
Dividends (from net investment income)		[ ]			—			—			—			—
Distributions (from realized gains)		[ ]			—			(0.06	)		(1.31	)		—
Total distributions		[ ]			—			(0.06	)		(1.31	)		—
Net asset value end of period	$	[ ]		$	11.06		$	9.61		$	10.48		$	17.23
Total return(a)		[ ]	%		15.09	%		(7.51	)%		(33.76	)%		17.69	%
Net assets end of period (thousands)	$	[ ]		$	1,499		$	1,518		$	2,318		$	3,964
Ratio of expenses to average net assets		[ ]	%		3.02	%		3.33	%		2.83	%		2.56	%
Ratio of net investment income (loss) to average net assets		[ ]	%		(2.31	)%		(2.77	)%		(2.43	)%		(2.07	)%
Portfolio turnover rate		[ ]	%		112	%		200	%		169	%		145	%

Financial Highlights

Rydex | SGI Small Cap Value Fund

Fiscal period ended September 30

Class A		2011	[ ]		2010	(b)(c)		2009	(b)(c)		2008	(b)(c)(i)
Net asset value beginning of period	$	[ ]		$	13.24		$	11.48		$	10.00
Income from Investment Operations:
Net investment income (loss)		[ ]			(0.05	)		(0.05	)		—
Net gain (loss) on securities (realized and unrealized)		[ ]			1.54			2.44			1.48
Total from investment operations		[ ]			1.49			2.39			1.48
Less Distributions:
Dividends (from net investment income)		[ ]			—			—			—
Distributions (from realized gains)		[ ]			(0.38	)		(0.63	)		—
Total distributions		[ ]			(0.38	)		(0.63	)		—
Net asset value end of period	$	[ ]		$	14.35		$	13.24		$	11.48
Total return(a)		[ ]	%		11.53	%		24.15	%		14.80	%
Net assets end of period (thousands)	$	[ ]		$	6,209		$	3,245		$	400
Ratio of expenses to average net assets		[ ]	%		1.30	%		1.55	%		1.55	%
Ratio of net investment income (loss) to average net assets		[ ]	%		(0.34	)%		(0.46	)%		(0.19	)%
Portfolio turnover rate		[ ]	%		140	%		58	%		86	%

Class C		2011	[ ]		2010	(b)(c)		2009	(b)(c)		2008	(b)(c)(i)
Net asset value beginning of period	$	[ ]		$	13.11		$	11.46		$	10.00
Income from Investment Operations:
Net investment income (loss)		[ ]			(0.15	)		(0.11	)		(0.02	)
Net gain (loss) on securities (realized and unrealized)		[ ]			1.55			2.39			1.48
Total from investment operations		[ ]			1.40			2.28			1.46
Less Distributions:
Dividends (from net investment income)		[ ]			—			—			—
Distributions (from realized gains)		[ ]			(0.38	)		(0.63	)		—
Total distributions		[ ]			(0.38	)		(0.63	)		—
Net asset value end of period	$	[ ]		$	14.13		$	13.11		$	11.46
Total return(a)		[ ]	%		10.94	%		23.16	%		14.60	%
Net assets end of period (thousands)	$	[ ]		$	1,353		$	709		$	391
Ratio of expenses to average net assets		[ ]	%		2.05	%		2.30	%		2.30	%
Ratio of net investment income (loss) to average net assets		[ ]	%		(1.09	)%		(1.15	)%		(0.94	)%
Portfolio turnover rate		[ ]	%		140	%		58	%		86	%

Financial Highlights

Rydex | SGI Large Cap Concentrated Growth Fund

Fiscal period ended September 30

Class A		2011	[ ]		2010	(b)(c)		2009	(b)(c)		2008	(b)(c)(g)		2007	(b)(c)
Net asset value beginning of period	$	[ ]		$	6.95		$	6.91		$	10.66		$	9.86
Income from Investment Operations:
Net investment income (loss)		[ ]			0.04			0.01			(0.02	)		(0.01	)
Net gain (loss) on securities (realized and unrealized)		[ ]			0.64			0.03			(2.87	)		0.81
Total from investment operations		[ ]			0.68			0.04			(2.89	)		0.80
Less Distributions:
Dividends (from net investment income)		[ ]			—			—			—			—
Distributions (from realized gains)		[ ]			—			—			(0.86	)		—
Total distributions		[ ]			—			—			(0.86	)		—
Net asset value end of period	$	[ ]		$	7.63		$	6.95		$	6.91		$	10.66
Total return(a)		[ ]	%		9.78	%		0.58	%		(28.85	)%		8.11	%
Net assets end of period (thousands)	$	[ ]		$	29,059		$	22,425		$	23,723		$	30,375
Ratio of expenses to average net assets		[ ]	%		1.35	%		1.35	%		1.35	%		1.40	%
Ratio of net investment income (loss) to average net assets		[ ]	%		0.52	%		0.09	%		(0.20	)%		(0.10	)%
Portfolio turnover rate		[ ]	%		190	%		134	%		198	%		21	%

Class B		2011	[ ]		2010	(b)(c)		2009	(b)(c)		2008	(b)(c)(g)		2007	(b)(c)
Net asset value beginning of period	$	[ ]		$	6.39		$	6.40		$	10.01		$	9.33
Income from Investment Operations:
Net investment income (loss)		[ ]			(0.02	)		(0.03	)		(0.08	)		(0.09	)
Net gain (loss) on securities (realized and unrealized)		[ ]			0.59			0.02			(2.67	)		0.77
Total from investment operations		[ ]			0.57			(0.01	)		(2.75	)		0.68
Less Distributions:
Dividends (from net investment income)		[ ]			—			—			—			—
Distributions (from realized gains)		[ ]			—			—			(0.86	)		—
Total distributions		[ ]			—			—			(0.86	)		—
Net asset value end of period	$	[ ]		$	6.96		$	6.39		$	6.40		$	10.01
Total return(a)		[ ]	%		8.92	%		(0.16	)%		(29.36	)%		7.29	%
Net assets end of period (thousands)	$	[ ]		$	4,590		$	5,740		$	7,394		$	10,868
Ratio of expenses to average net assets		[ ]	%		2.10	%		2.10	%		2.10	%		2.15	%
Ratio of net investment income (loss) to average net assets		[ ]	%		(0.31	)%		(0.66	)%		(0.95	)%		(0.88	)%
Portfolio turnover rate		[ ]	%		190	%		134	%		198	%		21	%

Financial Highlights

Rydex | SGI Large Cap Concentrated Growth Fund

Fiscal period ended September 30

Class C		2011	[ ]		2010	(b)(c)		2009	(b)(c)		2008	(b)(c)(g)		2007	(b)(c)
Net asset value beginning of period	$	[ ]		$	6.41		$	6.42		$	10.04		$	9.36
Income from Investment Operations:
Net investment income (loss)		[ ]			(0.02	)		(0.03	)		(0.08	)		(0.08	)
Net gain (loss) on securities (realized and unrealized)		[ ]			0.60			0.02			(2.68	)		0.76
Total from investment operations		[ ]			0.58			(0.01	)		(2.76	)		0.68
Less Distributions:
Dividends (from net investment income)		[ ]			—			—			—			—
Distributions (from realized gains)		[ ]			—			—			(0.86	)		—
Total distributions		[ ]			—			—			(0.86	)		—
Net asset value end of period	$	[ ]		$	6.99		$	6.41		$	6.42		$	10.04
Total return(a)		[ ]	%		9.05	%		(0.16	)%		(29.37	)%		7.26	%
Net assets end of period (thousands)	$	[ ]		$	3,296		$	3,742		$	5,501		$	11,245
Ratio of expenses to average net assets		[ ]	%		2.10	%		2.10	%		2.10	%		2.15	%
Ratio of net investment income (loss) to average net assets		[ ]	%		(0.27	)%		(0.66	)%		(0.92	)%		(0.86	)%
Portfolio turnover rate		[ ]	%		190	%		134	%		198	%		21	%

Financial Highlights

Rydex | SGI Mid Cap Growth Fund

Fiscal period ended September 30

Class A		2011	[ ]		2010	(c)		2009	(c)		2008	(c)(h)		2007	(c)
Net asset value beginning of period	$	[ ]		$	6.54		$	6.46		$	11.11		$	12.03
Income from Investment Operations:
Net investment income (loss)		[ ]			(0.06	)		(0.05	)		(0.05	)		(0.08	)
Net gain (loss) on securities (realized and unrealized)		[ ]			0.88			0.18			(2.46	)		0.35
Total from investment operations		[ ]			0.82			0.13			(2.51	)		0.27
Less Distributions:
Dividends (from net investment income)		[ ]			—			—			—			—
Distributions (from realized gains)		[ ]			—			(0.05	)		(2.14	)		(1.19	)
Total distributions		[ ]			—			(0.05	)		(2.14	)		(1.19	)
Net asset value end of period	$	[ ]		$	7.36		$	6.54		$	6.46		$	11.11
Total return(a)		[ ]	%		12.54	%		2.32	%		(26.24	)%		2.10	%
Net assets end of period (thousands)	$	[ ]		$	71,858		$	71,985		$	71,655		$	160,544
Ratio of expenses to average net assets		[ ]	%		1.67	%		1.78	%		1.50	%		1.41	%
Ratio of net investment income (loss) to average net assets		[ ]	%		(0.85	)%		(0.99	)%		(0.63	)%		(0.67	)%
Portfolio turnover rate		[ ]	%		133	%		138	%		191	%		34	%

Class B		2011	[ ]		2010	(c)		2009	(c)		2008	(c)(h)		2007	(c)
Net asset value beginning of period	$	[ ]		$	4.93		$	4.92		$	9.09		$	10.12
Income from Investment Operations:
Net investment income (loss)		[ ]			(0.08	)		(0.07	)		(0.09	)		(0.14	)
Net gain (loss) on securities (realized and unrealized)		[ ]			0.66			0.13			(1.94	)		0.30
Total from investment operations		[ ]			0.58			0.06			(2.03	)		0.16
Less Distributions:
Dividends (from net investment income)		[ ]			—			—			—			—
Distributions (from realized gains)		[ ]			—			(0.05	)		(2.14	)		(1.19	)
Total distributions		[ ]			—			(0.05	)		(2.14	)		(1.19	)
Net asset value end of period	$	[ ]		$	5.51		$	4.93		$	4.92		$	9.09
Total return(a)		[ ]	%		11.76	%		1.61	%		(26.92	)%		1.34	%
Net assets end of period (thousands)	$	[ ]		$	4,537		$	7,454		$	7,711		$	14,877
Ratio of expenses to average net assets		[ ]	%		2.42	%		2.53	%		2.26	%		2.16	%
Ratio of net investment income (loss) to average net assets		[ ]	%		(1.60	)%		(1.73	)%		(1.40	)%		(1.43	)%
Portfolio turnover rate		[ ]	%		133	%		138	%		191	%		34	%

Financial Highlights

Rydex | SGI Mid Cap Growth Fund

Fiscal period ended September 30

Class C		2011	[ ]		2010	(c)		2009	(c)		2008	(c)(h)		2007	(c)
Net asset value beginning of period	$	[ ]		$	5.69		$	5.67		$	10.11		$	11.13
Income from Investment Operations:
Net investment income (loss)		[ ]			(0.10	)		(0.08	)		(0.10	)		(0.15	)
Net gain (loss) on securities (realized and unrealized)		[ ]			0.76			0.15			(2.20	)		0.32
Total from investment operations		[ ]			0.66			0.07			(2.30	)		0.17
Less Distributions:
Dividends (from net investment income)		[ ]			—			—			—			—
Distributions (from realized gains)		[ ]			—			(0.05	)		(2.14	)		(1.19	)
Total distributions		[ ]			—			(0.05	)		(2.14	)		(1.19	)
Net asset value end of period	$	[ ]		$	6.35		$	5.69		$	5.67		$	10.11
Total return(a)		[ ]	%		11.60	%		1.58	%		(26.87	)%		1.31	%
Net assets end of period (thousands)	$	[ ]		$	5,339		$	5,622		$	6,452		$	10,717
Ratio of expenses to average net assets		[ ]	%		2.43	%		2.54	%		2.26	%		2.16	%
Ratio of net investment income (loss) to average net assets		[ ]	%		(1.60	)%		(1.74	)%		(1.40	)%		(1.43	)%
Portfolio turnover rate		[ ]	%		133	%		138	%		191	%		34	%

Notes to Financial Highlights

(a)	Total return information does not reflect deduction of any sales charge imposed at the time of purchase for Class A shares or upon redemption for Class A, Class B and Class C shares.

(b)

Fund expenses were reduced by the Investment Manager during the period. [The Funds’ Investment Manager has contractually agreed through January 31, 2013 to waive fees and/or reimburse Fund expenses to the extent necessary to limit the ordinary operating expenses (including distribution (12b-1) fees, but exclusive of brokerage costs, dividends on securities sold short, acquired fund fees and expenses, interest, taxes, litigation, indemnification and extraordinary expenses) (“Operating Expenses”) of the Fund.] The Investment Manager is entitled to reimbursement by a Fund of fees waived or expenses reimbursed during any of the previous 36 months beginning on the date of the expense limitation agreement if on any day the estimated annualized Operating Expenses are less than the indicated percentages. An expense reimbursement lowers the expense ratio and increases overall returns to investors. Expense ratios absent such reimbursement would have been as follows:

	Class	2011	2010	2009	2008	2007
Large Cap Value Fund	A	[ ]%	1.59%	1.70%	1.36%	1.35%
	B	[ ]%	1.33%	1.47%	1.11%	1.92%
	C	[ ]%	2.33%	2.46%	2.11%	2.10%
All Cap Value Fund	A	[ ]%	3.71%	6.75%	—	—
All Cap Value Fund	C	[ ]%	4.47%	8.89%	—	—
Small Cap Value Fund	A	[ ]%	2.45%	4.92%	6.10%	—
Small Cap Value Fund	C	[ ]%	3.22%	6.40%	6.88%	—
Large Cap Concentrated Grow	A	[ ]%	1.73%	2.04%	1.72%	1.57%
	B	[ ]%	2.48%	2.79%	2.47%	2.32%
	C	[ ]%	2.48%	2.78%	2.46%	2.32%

(c)	Net investment income (loss) was computed using average shares outstanding throughout the period.

(d)	Expense ratios are calculated without reduction for custodian fees earnings credits. Expense ratios net of custodian fees earnings credits and applicable management fee reimbursements would have been as follows:

	Class	2011	2010	2009	2008	2007
Small Cap Growth Fund	A	[ ]	—	—	—	—
	B	[ ]	—	—	—	2.55%
	C	[ ]	—	—	—	2.55%

(e)

Financial highlights for the Large Cap Concentrated Growth Fund exclude the historical financial highlights of Class A, B and C shares of Enhanced Index Fund, Large Cap Growth Fund, and Social Awareness Fund. The assets of those Funds were acquired by the Large Cap Concentrated Growth Fund on June 16, 2006. A total of $29,412,366 was excluded from purchases in the portfolio turnover calculation. This was the cost of the securities Large Cap Concentrated Growth Fund received as a result of the merger.

(f)	Effective August 1, 2007, Class B shares ceased charging 12b-1 fees in accordance with FINRA (NASD) sales cap regulations. Per share information reflects this change. This fee may be reinstated at any time.

(g)	Significant variation in the portfolio turnover rate is due to the Investment Manager’s appointment of new portfolio managers for the Fund.

(h)	Significant variation is the portfolio turnover rate is due to the re-alignment of the Fund’s portfolio following the appointment of Security Global Investors, LLC as sub-adviser.

(i)	Small Cap Value Fund was initially capitalized on July 11, 2008, with a net asset value of $10 per share. Percentage amounts for the period except total return have been annualized.

(j)	Subsequent to September 30, 2008, a reclassification was required that resulted in a recharacterization of the distributions for the September 30, 2008 reporting period.

(k)	All Cap Value Fund was initially capitalized on October 3, 2008, with a net asset value of $10 per share. Percentage amounts for the period, except total return, have been annualized.

For More Information

By Telephone — Call 1-800-820-0888.

By Mail — Write to:

Security Investors, LLC

805 King Farm Blvd., Suite 600

Rockville, MD 20850

On the Internet — Reports and other information about the Funds can be viewed online or downloaded from:

SEC: The EDGAR Database at http://www.sec.gov

Security Investors, LLC: http://www.rydex-sgi.com

Additional information about the Funds (including the Statement of Additional Information) can be reviewed and copied at the Securities and Exchange Commission’s Public Reference Room in Washington, DC. Information about the operation of the Public Reference Room may be obtained by calling the Commission at 1-202-551-8090. Copies may be obtained, upon payment of a duplicating fee, by electronic request at the following e-mail address: publicinfo@sec.gov or by writing the Public Reference Section of the Commission, Washington, DC 20549-1520.

Annual/Semi-Annual Report — Additional information about the Funds’ investments is available in the Funds’ annual and semi-annual reports to shareholders. In the Funds’ annual reports, you will find a discussion of the market conditions and investment strategies that significantly affected each Fund’s performance during its last fiscal year.

Statement of Additional Information — The Funds’ Statement of Additional Information, which includes additional information about the Funds, and the Funds’ annual or semi-annual reports are available, without charge, upon request by calling the Funds’ toll-free telephone number 1-800-820-0888. Shareholder inquiries should be addressed to Security Investors, LLC, 805 King Farm Boulevard, Suite 600, Rockville, Maryland 20850, or by calling the Funds’ toll-free telephone number listed above. The Funds’ Statement of Additional Information is incorporated into this prospectus by reference.

Each Fund’s Investment Company Act file number is listed below:

Security Equity Fund	811-01136
· Security Large Cap Core Series (d/b/a Rydex \| SGI Large Cap Core Fund)
· Security All Cap Value Series (d/b/a Rydex \| SGI All Cap Value Fund)
· Security Mid Cap Value Series (d/b/a Rydex \| SGI Mid Cap Value Fund)
· Security Small Cap Growth Series (d/b/a Rydex \| SGI Small Cap Growth Fund)
· Security Small Cap Value Series (d/b/a Rydex \| SGI Small Cap Value Fund)
· Security Large Cap Concentrated Growth Series (d/b/a Rydex \| SGI Large Cap Concentrated Growth Fund)
Security Large Cap Value Fund (d/b/a Rydex \| SGI Large Cap Value Fund)	811-00487
Security Mid Cap Growth Fund (d/b/a Rydex \| SGI Mid Cap Growth Fund)	811-01316

Family of Funds, for disclosure purposes in this prospectus, include—Series of Security Equity Fund: Rydex | SGI Large Cap Core Fund, Rydex | SGI All Cap Value Fund, Rydex | SGI Alpha Opportunity Fund, Rydex | SGI MSCI EAFE Equal Weight Fund, Rydex | SGI Global Institutional Fund, Rydex | SGI Mid Cap Value Fund, Rydex | SGI Mid Cap Value Institutional Fund, Rydex | SGI Small Cap Growth Fund, Rydex | SGI Small Cap Value Fund, and Rydex | SGI Large Cap Concentrated Growth Fund; Series of Security Large Cap Value Fund: Rydex | SGI Large Cap Value Fund and Rydex | SGI Large Cap Value Institutional Fund; Security Mid Cap Growth Fund (aka “Rydex | SGI Mid Cap Growth Fund”); Series of Security Income Fund: Rydex | SGI High Yield Fund, Rydex | SGI U.S. Intermediate Bond Fund, Guggenheim Total Return Bond Fund, Guggenheim Macro Opportunities Fund, and Guggenheim Floating Rate Strategies Fund; the Rydex Series Funds; and the Rydex Dynamic Funds.

805 King Farm Blvd., Suite 600 · Rockville, Maryland 20850 · www.rydex-sgi.com

Rydex Distributors, LLC

16778682.5

RYDEX | SGI FUNDS PROSPECTUS

Institutional Funds

Fundamental Alpha	January [ ], 2012
Large Cap Value Institutional Fund	SLCIX
Large Cap Core Institutional Fund Institutional Share Class	[ ]
All Cap Value Institutional Fund Institutional Share Class	SVSIX
Mid Cap Value Institutional Fund	SVUIX
Small Cap Growth Institutional Fund Institutional Share Class	[ ]
Small Cap Value Institutional Fund Institutional Share Class	SSUIX
Large Cap Concentrated Growth Institutional Fund Institutional Share Class	[ ]
Mid Cap Growth Institutional Fund Institutional Share Class	[ ]

www.rydex-sgi.com

Rydex Distributors, LLC

Table of Contents

Fund Summaries	4
Rydex \| SGI Large Cap Value Institutional Fund	4
Rydex \| SGI Large Cap Core Institutional Fund	8
Rydex \| SGI All Cap Value Institutional Fund	13
Rydex \| SGI Mid Cap Value Institutional Fund	17
Rydex \| SGI Small Cap Growth Institutional Fund	21
Rydex \| SGI Small Cap Value Institutional Fund	25
Rydex \| SGI Large Cap Concentrated Growth Institutional Fund	29
Rydex \| SGI Mid Cap Growth Institutional Fund	33

Descriptions of Funds Offered in This Prospectus	37

Additional Information Regarding Investment Objectives and Strategies	37

Descriptions of Principal Risks	37

Portfolio Holdings	42

Investment Manager	43
Management Fees	43
Portfolio Managers	43
Sub-Advisers	44

Buying Shares	45
Minimum Account Balance	46
Cancelled Purchase Orders	46
Customer Identification and Verification	46
Market Timing/Short-Term Trading	47
Revenue Sharing Payments	48

Selling Shares	48
By Mail	49
By Telephone	49
By Broker	49
Payment of Redemption Proceeds	49
Uncashed Check Policy	50
Low Balance Accounts	50
Transactions Over Telephone or Internet	50

Dividends and Taxes	50
Tax on Distributions	50
Taxes on Sales, Redemptions or Exchanges	51
Back-up Withholding	51
Foreign Shareholders	51

Table of Contents

Determination of Net Asset Value	52

Shareholder Services	52
Exchange Privilege	52

General Information	53
Shareholder Inquiries	53

Financial Highlights	53

Fund Summaries

Rydex | SGI Large Cap Value Institutional Fund

Investment Objective — The Large Cap Value Institutional Fund seeks long-term growth of capital.

Fees and Expenses of the Fund — This table describes the fees and expenses that you may pay if you buy and hold shares of the Fund.

Shareholder Fees (fees paid directly from your investment)

Maximum Sales Charge (Load) Imposed on Purchases	None
Maximum Deferred Sales Charge (Load)	None

Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)

Management fees	0.65%
Distribution and service (12b-1) fees	None
Other expenses	[ ]%
Total annual fund operating expenses	[ ]%
Fee Waiver (and/or expense reimbursement)1	[ ]%
Total annual fund operating expenses after fee waiver (and/or expense reimbursement)	[ ]%
1[Security Investors, LLC (“Security Investors” or the “Investment Managers”) has contractually agreed through January 31, 2013 to waive fees and/or reimburse Fund expenses to the extent necessary to limit the ordinary operating expenses (including distribution (12b-1) fees, but exclusive of brokerage costs, dividends on securities sold short, acquired fund fees and expenses, interest, taxes, litigation, indemnification, and extraordinary expenses) (“Operating Expenses”) of the Fund to the annual percentage of [ ]% of the average daily net assets for the Fund.] The Fund may have “Total annual fund operating expenses after fee waiver” greater than the expense cap as a result of any acquired fund fees and expenses or other expenses that are excluded from the calculation. The Investment Manager is entitled to reimbursement by the Fund of fees waived or expenses reimbursed during any of the previous 36 months beginning on the date of the expense limitation agreement. The agreement will expire when it reaches its termination or when the Investment Manager ceases to serve as such (subject to recoupment rights) and can be terminated by the Fund’s Board of Directors, subject to the recoupment rights of the Investment Manager.

Example. This Example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds.

1 Year	3 Years	5 Years	10 Years
$ [ ]	$ [ ]	$ [ ]	$ [ ]
The above Examples reflect applicable contractual fee waiver/expense reimbursement arrangements for the duration of the arrangements only.

The Fund may invest in a variety of investment vehicles, including those that seek to track the composition and performance of a specific index, such as exchange traded funds (“ETFs”) and other mutual funds. The Fund may use these investments as a way of managing its cash position or to gain exposure to the equity markets or a particular sector of the equity markets, while maintaining liquidity.

Leverage Risk. The Fund’s use of leverage through derivatives may cause the Fund to be more volatile than if it had not been leveraged. Leverage can arise through the use of derivatives.

Management Risk. The Fund is actively managed. There is no guarantee that the investment strategies will be successful.

Preferred Securities Risk. Preferred securities are subject to issuer-specific and market risks applicable to equity securities and generally fluctuate in value more than bonds.

Value Stocks Risk. Value stocks are subject to the risk that the intrinsic value of the stock may never be realized by the market or that the price goes down.

Performance Information — The following chart and table provide some indication of the risks of investing in the Fund by showing changes in the Fund’s performance from year to year and by showing how the Fund’s average annual returns for one year and since inception have compared to those of a broad measure of market performance. As with all mutual funds, past performance (before and after taxes) is not necessarily an indication of how the Fund will perform in the future. Updated performance information is available on the Fund’s website at www.rydex-sgi.com or by calling 1-800-820-0888.


Highest Quarter Return
[ ]	[ ]
Lowest Quarter Return
[ ]	[ ]

Average Annual Total Returns (For the periods ended December 31, 2011)

	1 Year	Since Inception 07/14/2008
Institutional Fund
Return before taxes	[ ]%	[ ]%
Return after taxes on distributions	[ ]%	[ ]%
Return after taxes on distributions and sale of fund shares	[ ]%	[ ]%
Index
Russell 1000 Value Index (reflects no deductions for fees, expenses, or taxes)	[ ]%	[ ]%

Purchase and Sale of Fund Shares — You may purchase or redeem Fund shares through your broker/ dealer, other financial intermediary that has an agreement with Rydex Distributors, LLC, the Fund’s distributor, or through the transfer agent (by mail or telephone, if you select the telephone option on your account application). You may purchase, redeem or exchange shares of the Fund on any day the New York Stock Exchange is open for business. The minimum initial investment is $2 million, although the Fund may waive this requirement at its discretion. The Fund has a minimum account balance of $1 million. Due to the relatively high cost of maintaining accounts below the minimum account balance, the Fund reserves the right to redeem shares if an account balance falls below the minimum account balance for any reason. Investors will be given 60 days’ advance notice to reestablish the minimum account balance. If the account balance is not increased, the account may be closed, and the proceeds sent to the investor. Fund shares will be redeemed at NAV on the day the account is closed.

Tax Information — Fund distributions are taxable as ordinary income or capital gains (or a combination of both), unless your investment is in an IRA or other tax-advantaged retirement account.

Fund Summaries

Rydex | SGI Large Cap Core Institutional Fund

Investment Objective — The Large Cap Core Institutional Fund seeks long-term growth of capital.

Fees and Expenses of the Fund — This table describes the fees and expenses that you may pay if you buy and hold shares of the Fund.

Shareholder Fees (fees paid directly from your investment)

Maximum Sales Charge (Load) Imposed on Purchases	None
Maximum Deferred Sales Charge (Load)	None

Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)

Management fees	0.75%
Distribution and service (12b-1) fees	None
Other expenses	[ ]%
Total annual fund operating expenses	[ ]%

Example. This Example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds.

1 Year	3 Years	5 Years	10 Years
$ [ ]	$ [ ]	$ [ ]	$ [ ]

between the two strategies, all daily cash inflows (purchases and reinvested distributions) and outflows (redemptions and expense items) will be divided between the two strategies, as appropriate. The Investment Manager will rebalance the allocation to the Fund’s strategies promptly to the extent the percentage of the Fund’s assets allocated to either strategy equals or exceeds 60% of the Fund’s total assets.