- Post-Effective Amendment (investment company, rule 485(a)) (485APOS)

Registration No. 333-101625

Registration No. 811-21261

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form N-1A

REGISTRATION STATEMENT

UNDER


		*THE SECURITIES ACT OF 1933*		¨
		Post-Effective Amendment No. 24		x

and/or

REGISTRATION STATEMENT

UNDER


		*THE INVESTMENT COMPANY ACT OF 1940*		¨
		Amendment No. 25		x

(Check appropriate box or boxes)

RYDEX ETF TRUST

(Exact Name of Registrant as Specified in Charter)

805 King Farm Boulevard, Suite 600

Rockville, Maryland 20850

(Address of Principal Executive Offices)

(301) 296-5100

(Registrant’s Telephone Number, Including Area Code)

The Corporation Trust Company

1209 Orange Street

Wilmington, Delaware 19801

County of New Castle

(Name and Address of Agent for Service)

Copies To:

Donald C. Cacciapaglia, President

805 King Farm Boulevard

Rockville, Maryland 20850

Amy J. Lee

One Security Benefit Place

Topeka, KS 66636-0001

Approximate date of proposed public offering: February 28, 2013

It is proposed that this filing will become effective (check appropriate box):

immediately upon filing pursuant to paragraph (b) of Rule 485

on pursuant to paragraph (b) of Rule 485

60 days after filing pursuant to paragraph (a)(1) of Rule 485

on February 28, 2013 pursuant to paragraph (a)(1) of Rule 485

75 days after filing pursuant to paragraph (a)(2) of Rule 485

on pursuant to paragraph (a)(2) of Rule 485

If appropriate, check the following box:

this post-effective amendment designates a new effective date for a previously filed post-effective amendment

GUGGENHEIM BROAD MARKET AND

SECTOR EQUAL WEIGHT ETFs

PROSPECTUS

[FEBRUARY 28, 2013]

Guggenheim Domestic Equal Weight ETFs

Guggenheim S&P 500 ^® Equal Weight ETF (NYSE Arca, Inc.: RSP)

Guggenheim S&P MidCap 400 ^® Equal Weight ETF (NYSE Arca, Inc.: EWMD)

Guggenheim S&P SmallCap 600 ^® Equal Weight ETF (NYSE Arca, Inc.: EWSM)

Guggenheim Russell MidCap ^® Equal Weight ETF (NYSE Arca, Inc.: EWRM)

Guggenheim Russell 1000 ^® Equal Weight ETF (NYSE Arca, Inc.: EWRI)

Guggenheim Russell 2000 ^® Equal Weight ETF (NYSE Arca, Inc.: EWRS)

Guggenheim International Equal Weight ETFs

Guggenheim MSCI EAFE Equal Weight ETF (NYSE Arca, Inc.: EWEF)

Guggenheim MSCI Emerging Markets Equal Weight ETF (NYSE Arca, Inc.: EWEM)

Guggenheim S&P 500 ^® Equal Weight Sector ETFs

Guggenheim S&P 500 ^® Equal Weight Consumer Discretionary ETF (NYSE Arca, Inc.: RCD)

Guggenheim S&P 500 ^® Equal Weight Consumer Staples ETF (NYSE Arca, Inc.: RHS)

Guggenheim S&P 500 ^® Equal Weight Energy ETF (NYSE Arca, Inc.: RYE)

Guggenheim S&P 500 ^® Equal Weight Financials ETF (NYSE Arca, Inc.: RYF)

Guggenheim S&P 500 ^® Equal Weight Health Care ETF (NYSE Arca, Inc.: RYH)

Guggenheim S&P 500 ^® Equal Weight Industrials ETF (NYSE Arca, Inc.: RGI)

Guggenheim S&P 500 ^® Equal Weight Materials ETF (NYSE Arca, Inc.: RTM)

Guggenheim S&P 500 ^® Equal Weight Technology ETF (NYSE Arca, Inc.: RYT)

Guggenheim S&P 500 ^® Equal Weight Utilities ETF (NYSE Arca, Inc.: RYU)

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.

T ABLE OF C ONTENTS

FUND SUMMARIES

(Includes Investment Objective; Fees and Expenses; Principal Investment Strategies; Principal Risks; Performance Information; Management; Purchase and Sale of Fund Shares; Tax Information; and Payments to Broker-Dealers and Other Financial Intermediaries)


Guggenheim Domestic Equal Weight ETFs
Guggenheim S&P 500 ^® Equal Weight ETF			1
Guggenheim S&P MidCap 400 ^® Equal Weight ETF			6
Guggenheim S&P SmallCap 600 ^® Equal Weight ETF			11
Guggenheim Russell MidCap ^® Equal Weight ETF			16
Guggenheim Russell 1000 ^® Equal Weight ETF			21
Guggenheim Russell 2000 ^® Equal Weight ETF			26
Guggenheim International Equal Weight ETFs
Guggenheim MSCI EAFE Equal Weight ETF			31
Guggenheim MSCI Emerging Markets Equal Weight ETF			37
Guggenheim S&P 500 ^® Equal Weight Sector ETFs
Guggenheim S&P 500 ^® Equal Weight Consumer Discretionary ETF			43
Guggenheim S&P 500 ^® Equal Weight Consumer Staples ETF			48
Guggenheim S&P 500 ^® Equal Weight Energy ETF			53
Guggenheim S&P 500 ^® Equal Weight Financials ETF			58
Guggenheim S&P 500 ^® Equal Weight Health Care ETF			63
Guggenheim S&P 500 ^® Equal Weight Industrials ETF			68
Guggenheim S&P 500 ^® Equal Weight Materials ETF			73
Guggenheim S&P 500 ^® Equal Weight Technology ETF			78
Guggenheim S&P 500 ^® Equal Weight Utilities ETF			83
MORE INFORMATION ABOUT THE TRUST AND THE FUNDS			88
MANAGEMENT OF THE FUNDS			97
SHAREHOLDER INFORMATION			99
BUYING AND SELLING FUND SHARES			100
DIVIDENDS AND DISTRIBUTIONS			101
ADDITIONAL TAX INFORMATION			101
PREMIUM/DISCOUNT INFORMATION			103
MORE INFORMATION			103
FINANCIAL HIGHLIGHTS			103
INDEX PUBLISHERS INFORMATION			104
ADDITIONAL INFORMATION			107

GUGGENHEIM S&P 500 ^® EQUAL WEIGHT ETF (RSP)

INVESTMENT OBJECTIVE – The investment objective of the Guggenheim S&P 500 ^® Equal Weight ETF (the “Fund”) is to replicate as closely as possible, before fees and expenses, the daily performance of the S&P 500 Equal Weight Index Total Return (the “Underlying Index”).

FEES AND EXPENSES OF THE FUND – The table below describes the fees and expenses that you may pay if you buy and hold shares of the Fund. Most investors also will incur customary brokerage commissions when buying or selling shares of the Fund, which are not reflected in the table or the Example.


Shareholder Fees (fees paid directly from your investment)	None
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)
Management Fees	0.40	%
Distribution (12b-1) Fees	0.00	%
Other Expenses*	0.00	%
Total Annual Fund Operating Expenses	0.40	%

*	[Other Expenses were less than 0.01% for the fiscal year ended October 31, 2012].

EXAMPLE – This Example is intended to help you compare the cost of investing in the Fund with the cost of investing in other 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. The Example does not take into account brokerage commissions that you pay when purchasing or selling shares of the Fund. If the commissions were included in the Example, your costs would be higher. Although your actual costs may be higher or lower, based on these assumptions your costs would be:


1 Year	3 Years	5 Years	10 Years
$41	$128	$224	$505

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 Total Annual Fund Operating Expenses or in the Example, affect the Fund’s performance. This rate excludes the value of portfolio securities received or delivered as a result of in-kind creations or redemptions of the Fund’s shares. During the most recent fiscal year, the Fund’s portfolio turnover rate was [ ]% of the average value of its portfolio. However, the Fund’s portfolio turnover rate is calculated without regard to cash instruments, derivatives or securities received or delivered as a result of in-kind creations and redemptions of the Fund’s shares. If such instruments where included, the Fund’s portfolio turnover rate might be significantly higher.

PRINCIPAL INVESTMENT STRATEGIES – The Fund invests in securities in order to meet its investment objective of replicating its Underlying Index as closely as possible, before fees and expenses. The Underlying Index is an unmanaged equal-weighted version of the S&P 500 Index, which is an unmanaged capitalization-weighted index comprised of 500 common stocks, chosen by Standard & Poor’s, a Division of The McGraw-Hill Companies, Inc. (“S&P”) on a statistical basis. Unlike the S&P 500 Index, in which each constituent stock’s weight is proportionate to its market value, each stock in the Underlying Index will be rebalanced quarterly and at other intervals to have the same target weighting as every other stock in the index. The equal weighting provides broader exposure to the majority of securities in the Underlying Index than typically may be found in the Underlying Index’s market capitalization weighted counterpart. As of December 31, 2012, the Underlying Index included companies with a capitalization range of $[ ] billion to $[ ] billion.

The Fund uses a passive management strategy, known as “replication,” to track the performance of the Underlying Index. “Replication” refers to investing in substantially all of the securities in the Underlying Index in approximately the same proportions as in the Underlying Index. Under normal circumstances, the Fund will invest at least 90% of its net assets, plus any borrowings for investment purposes, in the equity securities included in the Underlying Index. The Fund may hold up to 10% of its assets in securities not included in the Underlying Index. The Advisor expects that over time, if the Fund has sufficient assets, the correlation between the Fund’s performance, before fees and expenses, and that of the Underlying Index will be 95% or better. A figure of 100% would indicate perfect correlation. The Advisor monitors the Fund’s tracking of the Underlying Index and seeks to maintain an appropriate correlation. The Advisor rebalances the Fund’s portfolio at the same rebalance interval(s) utilized by the Underlying Index.

As long as the Fund invests at least 90% of its total assets in securities included in the Underlying Index, the Fund may also invest its other assets in futures contracts, options on futures contracts, options, and swaps related to the Underlying Index, as well as cash, cash equivalents, such as repurchase agreements, and shares of investment funds, including money market funds. Certain of the Fund’s derivative investments may be traded in the over-the-counter (“OTC”) market. On a day-to-day basis, the Fund may also hold repurchase agreements, U.S. Government securities or cash equivalents to collateralize its derivative positions. In an effort to make sure the Fund is fully invested on a day-to-day basis, the Fund may conduct any necessary trading activity at or just prior to the close of the U.S. financial markets.

To the extent the Underlying Index is concentrated in a particular industry the Fund will necessarily be concentrated in that industry. The Fund is non-diversified and, therefore, may invest a greater percentage of its net assets in a particular issuer in comparison to a diversified fund.

PRINCIPAL RISKS – As with all exchange-traded funds, a shareholder is subject to the risk that his or her investment could lose money. In addition to this risk, the Fund is subject to a number of additional risks that may affect the value of its shares, including:

Correlation and Tracking Error Risk. A number of factors may affect the Fund’s ability to track its benchmark index or achieve a high degree of correlation with its benchmark either on a single trading day or for a longer time period. Factors such as Fund expenses, imperfect correlation between the Fund’s investments and those of its Underlying Index, rounding of share prices, regulatory policies, high portfolio turnover rate and the use of leverage all contribute to tracking error or correlation risk. There can be no guarantee that the Fund will achieve a high degree of correlation. Failure to achieve a high degree of correlation may prevent the Fund from achieving its investment objective.

Derivatives Risk. Derivatives may pose risks in addition to and greater than those associated with investing directly in securities or other investments, including risks relating to leverage, imperfect correlations with underlying investments or the Fund’s other portfolio holdings, high volatility, lack of availability, counterparty credit, liquidity and valuation. Their use is a highly specialized activity that involves investment techniques and risks different from those associated with ordinary portfolio securities transactions. If the Advisor is incorrect about its expectations of market conditions, the use of derivatives could also result in a loss, which in some cases may be unlimited. Some derivatives may trade in OTC markets, which are largely unregulated.

Investment in Investment Companies Risk. Investing in other investment companies, including money market funds, subjects the Fund to those risks affecting the investment company, including the possibility that the value of the underlying securities held by the investment company could decrease. Moreover, the Fund and its shareholders will incur its pro rata share of the underlying investment company’s expenses.

Large-Capitalization Securities Risk. The Fund is subject to the risk that large-capitalization stocks may underperform other segments of the equity market or the equity market as a whole. Larger, more established companies may be unable to respond quickly to new competitive challenges such as changes in technology and may not be able to attain the high growth rate of smaller companies, especially during extended periods of economic expansion.

Liquidity and Valuation Risk. In certain circumstances, it may be difficult for the Fund to purchase and sell particular investments within a reasonable time at a fair price, or the price at which it has been valued by the Advisor for purposes of the Fund’s NAV, causing the Fund to be less liquid and unable to realize what the Advisor believes should be the price of the investment.

Market Risk. The Funds investments in equity securities and derivatives, in general, are subject to market risks that may cause their prices, and therefore the Funds NAV, to fluctuate over time. Markets are subject to political, regulatory, economic and financial market risks.

Non-Diversification Risk. The Fund is considered non-diversified and can invest a greater portion of its assets in securities of individual issuers than a diversified fund. As a result, changes in the market value of a single security could cause greater fluctuations in the NAV of Fund shares than would occur in a diversified fund.

Passive Investment/Index Strategy Risk. The Fund has an investment strategy that is designed to track the performance of its Underlying Index and is not actively managed. The Advisor does not base its securities selection based upon its view of the relative benefits and detriments of issuers or securities, and the Advisor does not attempt to purchase or sell securities due to declining market prices or changes in an issuer of a security held by the Fund or otherwise take defensive positions in declining markets. The Fund will purchase, hold or sell securities when an actively managed fund would not do so. Therefore, the Fund may be subject to greater losses in a declining market than a fund that is actively managed.

Trading Halt Risk. An exchange or market may issue trading halts on specific securities or derivatives, or may close early or late, which will affect the ability of the Fund to buy or sell certain securities or derivatives. In such circumstances, the Fund may be unable to rebalance its portfolio, may be unable to accurately price its investments or may incur substantial trading losses.

PERFORMANCE INFORMATION – The following bar chart shows the performance of the shares of the Fund from year to year. The variability of performance over time provides an indication of the risks of investing in the Fund. The following table shows the performance of the shares of the Fund as an average over different periods of time in comparison to the performance of a broad-based market index. The figures in the bar chart and table assume the reinvestment of dividends and capital gains distributions. Of course, this past performance (before and after taxes) does not necessarily indicate 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 Rydex|SGI Client Services at 800-820-0888.

The performance information shown below is based on a calendar year.

[Bar chart to be included.]


2004	16.50	%
2005	7.65	%
2006	15.32	%
2007	1.11	%
2008	(40.40	)%
2009	45.03	%
2010	21.32	%
2011	(0.51	)%
2012	[	]%

Highest Quarter Return

Lowest Quarter Return

[ ]

[

]

[

AVERAGE ANNUAL TOTAL RETURN (for periods ended December 31, 2012)

The after-tax returns presented in the table below are calculated using highest historical individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Your actual after-tax returns will depend on your specific tax situation and may differ from those shown below. After-tax returns are not relevant to investors who hold shares of the Fund through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts (“IRAs”).

Past 1 Year

Past 5 Years

Since
Inception
(4/24/2003)

Return Before Taxes

[ ]

Return After Taxes on Distributions

[ ]

Return After Taxes on Distributions and Sale of Fund Shares

[ ]

S&P 500 Equal Weight Index Total Return

(reflects no deduction for fees, expenses or taxes)

[ ]

S&P 500 Index Total Return

(reflects no deduction for fees, expenses or taxes)

[ ]

MANAGEMENT

INVESTMENT ADVISOR – Security Investors, LLC, which operates under the name Guggenheim Investments, serves as the investment adviser of the Fund.

PORTFOLIO MANAGERS

•

Michael P. Byrum , CFA, Senior Vice President of the Advisor. Mr. Byrum has been associated with the Advisor since it was founded in 1993.

•

James R. King, CFA, Portfolio Manager. With the exception of the period from March 15, 2008 to January 18, 2011, Mr. King has been associated with the Advisor since 1996.

•

Ryan A. Harder , CFA, Portfolio Manager. Mr. Harder has been associated with the Advisor since 2004.

PURCHASE AND SALE OF FUND SHARES – Shares may be purchased and redeemed from the Fund only in “Creation Units” of 50,000 shares, or multiples thereof. As a practical matter, only institutions and large investors, such as market makers or other large broker-dealers, purchase or redeem Creation Units. Most investors will buy and sell shares of the Fund on the Exchange. Individual shares can be bought and sold throughout the trading day like other publicly traded securities through a broker-dealer on the Exchange. These transactions do not involve the Fund. The price of an individual Fund share is based on market prices, which may be different from its NAV. As a result, the Fund’s shares may trade at a price greater than the NAV (at a premium) or less than the NAV (at a discount). Most investors will incur customary brokerage commissions and charges when buying or selling shares of the Fund through a broker-dealer on the Exchange.

TAX INFORMATION – Fund distributions are generally 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.

GUGGENHEIM S&P MIDCAP 400 ^® EQUAL WEIGHT ETF (EWMD)

INVESTMENT OBJECTIVE – The investment objective of the Guggenheim S&P MidCap 400 ^® Equal Weight ETF (the “Fund”) is to correspond as closely as possible, before fees and expenses, to the price and yield performance of the S&P MidCap 400 ^® Equal Weight Index Total Return (the “Underlying Index”).


SHAREHOLDER FEES (fees paid directly from your investment)	None
ANNUAL FUND OPERATING EXPENSES (expenses that you pay each year as a percentage of the value of your investment)
Management Fees	0.40	%
Distribution (12b-1) Fees	0.00	%
Other Expenses*	0.00	%
Acquired Fund Fees and Expenses	[ ]	%
Total Annual Fund Operating Expenses**	[ ]	%

*	[Other Expenses were less than 0.01% for the fiscal year ended October 31, 2012].

The Total Annual Fund Operating Expenses in this fee table may not correlate to the expense ratios in the Fund’s financial highlights and financial statements because the financial highlights and financial statements reflect only the operating expenses of the Fund and do not include Acquired Fund Fees and Expenses, which are fees and expenses incurred indirectly by the Fund through its investments in certain underlying investment companies.

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


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

NYSE Amex) and NASDAQ, and also may include equity interests in real estate investment trusts (“REITs”) and business development companies (“BDCs”). As of December 31, 2012, the Underlying Index included medium-capitalization companies with capitalizations ranging from $[ ] million to $[ ] billion. In general, the equal weighting provided by the Fund’s Underlying Index provides equal representation for all securities at the Underlying Index’s rebalance interval(s), thereby providing broader exposure to the majority of securities in the Underlying Index than typically may be found in the Underlying Index’s market capitalization weighted counterpart.

The Fund uses a passive management strategy, known as “replication,” to track the performance of the Underlying Index. “Replication” refers to investing in substantially all of the securities in the Underlying Index in approximately the same proportions as in the Underlying Index. Under normal circumstances, the Fund will invest at least 80% of its net assets, plus any borrowings for investment purposes, in the equity securities included in the Underlying Index. The Fund may hold up to 20% of its assets in securities not included in the Underlying Index. The Advisor expects that, over time, if the Fund has sufficient assets, the correlation between the Fund’s performance, before fees and expenses, and that of the Underlying Index will be 95% or better. A figure of 100% would indicate perfect correlation. The Advisor monitors the Fund’s tracking of the Underlying Index and seeks to maintain an appropriate correlation. The Advisor rebalances the Fund’s portfolio at the same rebalance interval(s) utilized by the Underlying Index.

As long as the Fund invests at least 80% of its total assets in securities included in the Underlying Index, the Fund may also invest its other assets in futures contracts, options on futures contracts, options, and swaps related to the Underlying Index, as well as cash, cash equivalents, such as repurchase agreements, and shares of investment funds, including money market funds. Certain of the Fund’s derivative investments may be traded in the over-the-counter (“OTC”) market. On a day-to-day basis, the Fund may also hold repurchase agreements, U.S. Government securities or cash equivalents to collateralize its derivative positions. In an effort to make sure the Fund is fully invested on a day-to-day basis, the Fund may conduct any necessary trading activity at or just prior to the close of the U.S. financial markets.

To the extent the Underlying Index is concentrated in a particular industry the Fund will necessarily be concentrated in that industry. The Fund is non-diversified and, therefore, may invest a greater percentage of its assets in a particular issuer in comparison to a diversified fund.

Correlation and Tracking Error Risk. A number of factors may affect the Fund’s ability to track its benchmark index or achieve a high degree of correlation with its benchmark either on a single trading day or for a longer time period. Factors such as Fund expenses, imperfect correlation between the Fund’s investments and those of its Underlying Index, rounding of share prices, regulatory policies, high portfolio turnover rate and the use of leverage all contribute to tracking error or correlation risk. There can be no guarantee that the Fund will achieve a high degree of correlation. Failure to achieve a high degree of correlation may prevent the Fund from achieving its investment objective.

Liquidity and Valuation Risk. In certain circumstances, it may be difficult for the Fund to purchase and sell particular investments within a reasonable time at a fair price, or the price at which it has been valued by the Advisor for purposes of the Fund’s NAV, causing the Fund to be less liquid and unable to realize what the Advisor believes should be the price of the investment.

Mid-Capitalization Securities Risk. The Fund is subject to the risk that medium-capitalization stocks may underperform other segments of the equity market or the equity market as a whole. Securities of medium-capitalization companies may experience more price volatility, greater spreads between their bid and ask prices, lower trading volumes, and cyclical or static growth prospects. 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.

PERFORMANCE INFORMATION – The following bar chart shows the performance of the shares of the Fund from year to year. The variability of performance over time provides an indication of the risks of investing in the Fund. The following table shows the performance of the shares of the Fund as an average over different periods of time in comparison to the performance of a broad-based market index. The figures in the bar chart and table assume the reinvestment of dividends and capital gains distributions. Of course, this past performance (before and after taxes) does not necessarily indicate 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 Rydex|SGI Client Services at 800-820-0888.

The performance information shown below is based on a calendar year.

[Bar chart to be included.]


2012			[	]%

Highest Quarter Return

Lowest Quarter Return

[ ]

[

]

[

AVERAGE ANNUAL TOTAL RETURN (for periods ended December 31, 2012)


	Past 1 Year			Since Inception (8/1/2011)
Return Before Taxes		[	]%		[	]%
Return After Taxes on Distributions		[	]%		[	]%
Return After Taxes on Distributions and Sale of Fund Shares		[	]%		[	]%
S&P MidCap 400 Equal Weight Index Total Return (reflects no deduction for fees, expenses or taxes)		[	]%		[	]%
S&P MidCap 400 Index Total Return (reflects no deduction for fees, expenses or taxes)		[	]%		[	]%

MANAGEMENT

INVESTMENT ADVISOR – Security Investors, LLC, which operates under the name Guggenheim Investments, serves as the investment adviser of the Fund.

PORTFOLIO MANAGERS

•

Michael P. Byrum , CFA, Senior Vice President of the Advisor. Mr. Byrum has been associated with the Advisor since it was founded in 1993.

•

James R. King, CFA, Portfolio Manager. With the exception of the period from March 15, 2008 to January 18, 2011, Mr. King has been associated with the Advisor since 1996.

•

Ryan A. Harder , CFA, Portfolio Manager. Mr. Harder has been associated with the Advisor since 2004.

GUGGENHEIM S&P SMALLCAP 600 ^® EQUAL WEIGHT ETF (EWSM)

INVESTMENT OBJECTIVE – The investment objective of the Guggenheim S&P SmallCap 600 ^® Equal Weight ETF (the “Fund”) is to correspond as closely as possible, before fees and expenses, to the price and yield performance of the S&P SmallCap 600 ^® Equal Weight Index Total Return (the “Underlying Index”).


SHAREHOLDER FEES (fees paid directly from your investment)	None
ANNUAL FUND OPERATING EXPENSES (expenses that you pay each year as a percentage of the value of your investment)
Management Fees	0.40	%
Distribution (12b-1) Fees	0.00	%
Other Expenses*	0.00	%
Acquired Fund Fees and Expenses	[ ]	%
Total Annual Fund Operating Expenses**	[ ]	%

*	[Other Expenses were less than 0.01% for the fiscal year ended October 31, 2012].

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


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

business development companies. As of December 31, 2012, the Underlying Index included small-capitalization companies with capitalizations ranging from $[ ] million to $[ ] billion. In general, the equal weighting provided by the Underlying Index provides equal representation for all securities at the Underlying Index’s rebalance interval(s), thereby providing broader exposure to the majority of securities in the Underlying Index than typically may be found in the Underlying Index’s market capitalization weighted counterpart.

The Fund uses a passive management strategy, known as “replication,” to track the performance of the Underlying Index. “Replication” refers to investing in substantially all of the securities in the Underlying Index in approximately the same proportions as in the Underlying Index. Under normal circumstances, the Fund will invest at least 80% of its net assets, plus any borrowings for investment purposes, in the equity securities included in the Underlying Index. The Fund may hold up to 20% of its assets in securities not included in the Underlying Index. The Advisor expects that, over time, if the Fund has sufficient assets, the correlation between the Fund’s performance, before fees and expenses, and that of the Underlying Index will be 95% or better. A figure of 100% would indicate perfect correlation. The Advisor monitors the Fund’s tracking of the Underlying Index and seeks to maintain an appropriate correlation. The Advisor rebalances the Fund’s portfolio at the same rebalance interval(s) utilized by the Underlying Index.

To the extent the Underlying Index is concentrated in a particular industry the Fund will necessarily be concentrated in that industry. The Fund is non-diversified and, therefore, may invest a greater percentage of its assets in a particular issuer in comparison to a diversified fund.

Correlation and Tracking Error Risk. A number of factors may affect the Fund’s ability to track its benchmark index or achieve a high degree of correlation with its benchmark either on a single trading day or for a longer time period. Factors such as Fund expenses, imperfect correlation between the Fund’s investments and those of its Underlying Index, rounding of share prices, regulatory policies, high portfolio turnover rate and the use of leverage all contribute to tracking error or correlation risk. There can be no guarantee that the Fund will achieve a high degree of correlation. Failure to achieve a high degree of correlation may prevent the Fund from achieving its investment objective.

differ from (and can be below) their net asset values (“NAV”). The NAV of shares will fluctuate with changes in the market value of the Fund’s holdings and the exchange-traded prices may not reflect these market values. In addition, although the Fund’s shares are currently listed on the Exchange, there can be no assurance that an active trading market for shares will develop or be maintained.

Liquidity and Valuation Risk. In certain circumstances, it may be difficult for the Fund to purchase and sell particular investments within a reasonable time at a fair price, or the price at which it has been valued by the Advisor for purposes of the Fund’s NAV, causing the Fund to be less liquid and unable to realize what the Advisor believes should be the price of the investment.

Passive Investment /Index Strategy Risk. The Fund has an investment strategy that is designed to track the performance of its Underlying Index and is not actively managed. The Advisor does not base its securities selection based upon its view of the relative benefits and detriments of issuers or securities, and the Advisor does not attempt to purchase or sell securities due to declining market prices or changes in an issuer of a security held by the Fund or otherwise take defensive positions in declining markets. The Fund will purchase, hold or sell securities when an actively managed fund would not do so. Therefore, the Fund may be subject to greater losses in a declining market than a fund that is actively managed.

Small-Capitalization Securities Risk. The Fund is subject to the risk that small capitalization stocks may underperform other segments of the equity market or the equity market as a whole. Small-capitalization companies may be more vulnerable than larger, more established organizations to adverse business or economic developments. Securities of small-capitalization companies may experience much more price volatility, greater spreads between their bid and ask prices, significantly lower trading volumes, and cyclical or static growth prospects. Small-capitalization companies often have limited product lines, markets or financial resources, and may therefore be more vulnerable to adverse developments than larger capitalization companies.

Updated performance information is available on the Fund’s website at www.rydex-sgi.com or by calling Rydex|SGI Client Services at 800-820-0888.

The performance information shown below is based on a calendar year.

[Bar chart to be included.]


2012			[	]%

Highest Quarter Return

Lowest Quarter Return

[ ]

[

]

[

AVERAGE ANNUAL TOTAL RETURN (for periods ended December 31, 2012)


	Past 1 Year			Since Inception (8/1/2011)
Return Before Taxes		[	]%		[	]%
Return After Taxes on Distributions		[	]%		[	]%
Return After Taxes on Distributions and Sale of Fund Shares		[	]%		[	]%
S&P SmallCap 600 Equal Weight Index Total Return (reflects no deduction for fees, expenses or taxes)		[	]%		[	]%
S&P SmallCap 600 Index Total Return (reflects no deduction for fees, expenses or taxes)		[	]%		[	]%

MANAGEMENT

INVESTMENT ADVISOR – Security Investors, LLC, which operates under the name Guggenheim Investments, serves as the investment adviser of the Fund.

PORTFOLIO MANAGERS

•

Michael P. Byrum , CFA, Senior Vice President of the Advisor. Mr. Byrum has been associated with the Advisor since it was founded in 1993.

•

James R. King, CFA, Portfolio Manager. With the exception of the period from March 15, 2008 to January 18, 2011, Mr. King has been associated with the Advisor since 1996.

•

Ryan A. Harder , CFA, Portfolio Manager. Mr. Harder has been associated with the Advisor since 2004.

GUGGENHEIM RUSSELL MIDCAP ^® EQUAL WEIGHT ETF (EWRM)

INVESTMENT OBJECTIVE – The investment objective of the Guggenheim Russell MidCap ^® Equal Weight ETF (the “Fund”) is to correspond as closely as possible, before fees and expenses, to the price and yield performance of the Russell MidCap Equal Weight Index Total Return (the “Underlying Index”).


SHAREHOLDER FEES (fees paid directly from your investment)	None
ANNUAL FUND OPERATING EXPENSES (expenses that you pay each year as a percentage of the value of your investment)
Management Fees	0.40	%
Distribution (12b-1) Fees	0.00	%
Other Expenses	0.01	%
Acquired Fund Fees and 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 funds.

1 Year

3 Years

5 Years

10 Years

$[ ]

general, the equal weighting provided by the Underlying Index provides equal representation for all securities at the Underlying Index’s rebalance interval(s), thereby providing broader exposure to the majority of securities in the Underlying Index than typically may be found in the Underlying Index’s market capitalization weighted counterpart.

The Fund uses a passive management strategy, known as “replication,” to track the performance of the Underlying Index. “Replication” refers to investing in substantially all of the securities in the Underlying Index in approximately the same proportions as in the Underlying Index. Under normal circumstances, the Fund will invest at least 80% of its net assets, plus any borrowings for investment purposes, in the equity securities included in the Underlying Index. The Fund may hold up to 20% of its assets in securities not included in the Underlying Index. The Advisor expects that, over time, if the Fund has sufficient assets, the correlation between the Fund’s performance, before fees and expenses, and that of the Underlying Index will be 95% or better. A figure of 100% would indicate perfect correlation. The Advisor monitors the Fund’s tracking of the Underlying Index and seeks to maintain an appropriate correlation. The Advisor rebalances the Fund’s portfolio at the same rebalance interval(s) utilized by the Underlying Index.

To the extent the Underlying Index is concentrated in a particular industry the Fund will necessarily be concentrated in that industry. The Fund is non-diversified and, therefore, may invest a greater percentage of its assets in a particular issuer in comparison to a diversified fund.

Correlation and Tracking Error Risk. A number of factors may affect the Fund’s ability to track its benchmark index or achieve a high degree of correlation with its benchmark either on a single trading day or for a longer time period. Factors such as Fund expenses, imperfect correlation between the Fund’s investments and those of its Underlying Index, rounding of share prices, regulatory policies, high portfolio turnover rate and the use of leverage all contribute to tracking error or correlation risk. There can be no guarantee that the Fund will achieve a high degree of correlation. Failure to achieve a high degree of correlation may prevent the Fund from achieving its investment objective.

the market value of the Fund’s holdings and the exchange-traded prices may not reflect these market values. In addition, although the Fund’s shares are currently listed on the Exchange, there can be no assurance that an active trading market for shares will develop or be maintained.

Liquidity and Valuation Risk. In certain circumstances, it may be difficult for the Fund to purchase and sell particular investments within a reasonable time at a fair price, or the price at which it has been valued by the Advisor for purposes of the Fund’s NAV, causing the Fund to be less liquid and unable to realize what the Advisor believes should be the price of the investment.

Passive Investment /Index Strategy Risk . The Fund has an investment strategy that is designed to track the performance of its Underlying Index and is not actively managed. The Advisor does not base its securities selection based upon its view of the relative benefits and detriments of issuers or securities, and the Advisor does not attempt to purchase or sell securities due to declining market prices or changes in an issuer of a security held by the Fund or otherwise take defensive positions in declining markets. The Fund will purchase, hold or sell securities when an actively managed fund would not do so. Therefore, the Fund may be subject to greater losses in a declining market than a fund that is actively managed.

PERFORMANCE INFORMATION – The following bar chart shows the performance of the shares of the Fund for the last calendar year. The variability of performance over time provides an indication of the risks of investing in the Fund. The following table shows the performance of the shares of the Fund as an average over different periods of time in comparison to the performance of a broad-based market index. The figures in the bar chart and table assume the reinvestment of dividends and capital gains distributions. Of course, this past performance (before and after taxes) does not necessarily indicate 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 Rydex | SGI Client Services at 800-820-0888.

The performance information shown below is based on a calendar year.

[Bar chart to be included.]


2011	0.09	%
2012	[	]%

Highest Quarter Return

Lowest Quarter Return

[ ]

[

]

[

AVERAGE ANNUAL TOTAL RETURN (for periods ended December 31, 2012)


	Past 1 Year			Since Inception (12/3/2010)
Return Before Taxes		[	]%		[	]%
Return After Taxes on Distributions		[	]%		[	]%
Return After Taxes on Distributions and Sale of Fund Shares		[	]%		[	]%
Russell MidCap ^® Equal Weight Index Total Return (reflects no deduction for fees, expenses or taxes)		[	]%		[	]%
Russell MidCap ^® Index Total Return (reflects no deduction for fees, expenses or taxes)		[	]%		[	]%

MANAGEMENT

INVESTMENT ADVISOR – Security Investors, LLC, which operates under the name Guggenheim Investments, serves as the investment adviser of the Fund.

PORTFOLIO MANAGERS

•

Michael P. Byrum , CFA, Senior Vice President of the Advisor. Mr. Byrum has been associated with the Advisor since it was founded in 1993.

•

James R. King, CFA, Portfolio Manager. With the exception of the period from March 15, 2008 to January 18, 2011, Mr. King has been associated with the Advisor since 1996.

•

Ryan A. Harder , CFA, Portfolio Manager. Mr. Harder has been associated with the Advisor since 2004.

GUGGENHEIM RUSSELL 1000 ^® EQUAL WEIGHT ETF (EWRI)

INVESTMENT OBJECTIVE – The investment objective of the Guggenheim Russell 1000 ^® Equal Weight ETF (the “Fund”) is to correspond as closely as possible, before fees and expenses, to the price and yield performance of the Russell 1000 ^® Equal Weight Index Total Return (the “Underlying Index”).


SHAREHOLDER FEES (fees paid directly from your investment)	None
ANNUAL FUND OPERATING EXPENSES (expenses that you pay each year as a percentage of the value of your investment)
Management Fees	0.40	%
Distribution (12b-1) Fees	0.00	%
Other Expenses	0.01	%
Acquired Fund Fees and 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 funds.

1 Year

3 Years

5 Years

10 Years

$[ ]

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 Total Annual Fund Operating Expenses or in the Example, affect the Fund’s performance. This rate excludes the value of portfolio securities received or delivered as a result of in- kind creations or redemptions of the Fund’s shares. During the most recent fiscal year, the Fund’s portfolio turnover rate was [ ]% of the average value of its portfolio. However, the Fund’s portfolio turnover rate is calculated without regard to cash instruments, derivatives or securities received or delivered as a result of in-kind creations and redemptions of the Fund’s shares. If such instruments where included, the Fund’s portfolio turnover rate might be significantly higher.

equal weighting provided by the Underlying Index provides equal representation for all securities at the Underlying Index’s rebalance interval(s), thereby providing broader exposure to the majority of securities in the Underlying Index than typically may be found in the Underlying Index’s market capitalization weighted counterpart.

The Fund uses a passive management strategy, known as “replication,” to track the performance of the Underlying Index. “Replication” refers to investing in substantially all of the securities in the Underlying Index in approximately the same proportions as in the Underlying Index. Under normal circumstances, the Fund will invest at least 80% of its net assets, plus any borrowings for investment purposes, in the equity securities included in the Underlying Index. The Fund may hold up to 20% of its assets in securities not included in the Underlying Index. The Advisor expects that, over time, if the Fund has sufficient assets, the correlation between the Fund’s performance, before fees and expenses, and that of the Underlying Index will be 95% or better. A figure of 100% would indicate perfect correlation. The Advisor monitors the Fund’s tracking of the Underlying Index and seeks to maintain an appropriate correlation. The Advisor rebalances the Fund’s portfolio at the same rebalance interval(s) utilized by the Underlying Index.

To the extent the Underlying Index is concentrated in a particular industry the Fund will necessarily be concentrated in that industry. The Fund is non-diversified and, therefore, may invest a greater percentage of its assets in a particular issuer in comparison to a diversified fund.

Correlation and Tracking Error Risk. A number of factors may affect the Fund’s ability to track its benchmark index or achieve a high degree of correlation with its benchmark either on a single trading day or for a longer time period. Factors such as Fund expenses, imperfect correlation between the Fund’s investments and those of its Underlying Index, rounding of share prices, regulatory policies, high portfolio turnover rate and the use of leverage all contribute to tracking error or correlation risk. There can be no guarantee that the Fund will achieve a high degree of correlation. Failure to achieve a high degree of correlation may prevent the Fund from achieving its investment objective.

Liquidity and Valuation Risk. In certain circumstances, it may be difficult for the Fund to purchase and sell particular investments within a reasonable time at a fair price, or the price at which it has been valued by the Advisor for purposes of the Fund’s NAV, causing the Fund to be less liquid and unable to realize what the Advisor believes should be the price of the investment.

Market Risk. The Fund’s investments in equity securities and derivatives, in general, are subject to market risks that may cause their prices, and therefore the Funds NAV, to fluctuate over time. Markets are subject to political, regulatory, economic and financial market risks.

Passive Investment /Index Strategy Risk. The Fund has an investment strategy that is designed to track the performance of its Underlying Index and is not actively managed. The Advisor does not base its securities selection based upon its view of the relative benefits and detriments of issuers or securities, and the Advisor does not attempt to purchase or sell securities due to declining market prices or changes in an issuer of a security held by the Fund or otherwise take defensive positions in declining markets. The Fund will purchase, hold or sell securities when an actively managed fund would not do so. Therefore, the Fund may be subject to greater losses in a declining market than a fund that is actively managed.

PERFORMANCE INFORMATION – The following bar chart shows the performance of the shares of the Fund for the last calendar year. The variability of performance over time provides an indication of the risks of investing in the Fund. The following table shows the performance of the shares of the Fund as an average over different periods of time in comparison to the performance of a broad-based market index. The figures in the bar chart and table assume the reinvestment of dividends and capital gains distributions. Of course, this past performance (before and after taxes) does not necessarily indicate 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 Rydex | SGI Client Services at 800-820-0888.

The performance information shown below is based on a calendar year.

[Bar chart to be included.]


2011	0.38	%
2012	[	]%

Highest Quarter Return

Lowest Quarter Return

[ ]

[

]

[

AVERAGE ANNUAL TOTAL RETURN ( for periods ended December 31, 2012)


	Past 1 Year			Since Inception (12/3/2010)
Return Before Taxes		[	]%		[	]%
Return After Taxes on Distributions		[	]%		[	]%
Return After Taxes on Distributions and Sale of Fund Shares		[	]%		[	]%
Russell 1000 ^® Equal Weight Index Total Return (reflects no deduction for fees, expenses or taxes)		[	]%		[	]%
Russell 1000 ^® Index Total Return (reflects no deduction for fees, expenses or taxes)		[	]%		[	]%

MANAGEMENT

INVESTMENT ADVISOR – Security Investors, LLC, which operates under the name Guggenheim Investments, serves as the investment adviser of the Fund.

PORTFOLIO MANAGERS

•

Michael P. Byrum , CFA, Senior Vice President of the Advisor. Mr. Byrum has been associated with the Advisor since it was founded in 1993.

•

James R. King , CFA, Portfolio Manager. With the exception of the period from March 15, 2008 to January 18, 2011, Mr. King has been associated with the Advisor since 1996.

•

Ryan A. Harder , CFA, Portfolio Manager. Mr. Harder has been associated with the Advisor since 2004.

TAX INFORMATION – Fund distributions are generally 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.

GUGGENHEIM RUSSELL 2000 ^® EQUAL WEIGHT ETF (EWRS)

INVESTMENT OBJECTIVE – The investment objective of the Guggenheim Russell 2000 ^® Equal Weight ETF (the “Fund”) is to correspond as closely as possible, before fees and expenses, to the price and yield performance of the Russell 2000 ^® Equal Weight Index Total Return (the “Underlying Index”).


SHAREHOLDER FEES (fees paid directly from your investment)	None
ANNUAL FUND OPERATING EXPENSES (expenses that you pay each year as a percentage of the value of your investment)
Management Fees	0.40	%
Distribution (12b-1) Fees	0.00	%
Other Expenses	0.01	%
Acquired Fund Fees and 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 funds.

1 Year

3 Years

5 Years

10 Years

$[ ]

PRINCIPAL INVESTMENT STRATEGIES – The Fund invests in securities in order to meet its investment objective of replicating its Underlying Index as closely as possible, before fees and expenses. The Underlying Index is an unmanaged equal-weighted version of the Russell 2000 ^® Index. The Russell 2000 ^® Index is composed of the 2,000 smallest companies in the Russell 3000 ^® Index, representing approximately 10% of the Russell 3000 ^® total market capitalization and consisting of capitalizations ranging from $[ ] million to $[ ] billion as of December 31, 2012. The Russell 3000 ^® Index is composed of the 3,000 largest U.S. companies ranked by total market capitalization, representing approximately 98% of the U.S. investable equity market. In general, the equal weighting provided by the Underlying Index provides equal representation for all securities at the Underlying Index’s rebalance interval(s), thereby providing broader exposure to the majority of securities in the Underlying Index than typically may be found in the Underlying Index’s market capitalization weighted counterpart.

The Fund uses a passive management strategy, known as “replication,” to track the performance of the Underlying Index. “Replication” refers to investing in substantially all of the securities in the Underlying Index in approximately the same proportions as in the Underlying Index. Under normal circumstances, the Fund will invest at least 80% of its net assets, plus any borrowings for investment purposes, in the equity securities included in the Underlying Index. The Fund may hold up to 20% of its assets in securities not included in the Underlying Index. The Advisor expects that, over time, if the Fund has sufficient assets, the correlation between the Fund’s performance, before fees and expenses, and that of the Underlying Index will be 95% or better. A figure of 100% would indicate perfect correlation. The Advisor monitors the Fund’s tracking of the Underlying Index and seeks to maintain an appropriate correlation. The Advisor rebalances the Fund’s portfolio at the same rebalance interval(s) utilized by the Underlying Index.

To the extent the Underlying Index is concentrated in a particular industry the Fund will necessarily be concentrated in that industry. The Fund is non-diversified and, therefore, may invest a greater percentage of its assets in a particular issuer in comparison to a diversified fund.

Correlation and Tracking Error Risk. A number of factors may affect the Fund’s ability to track its benchmark index or achieve a high degree of correlation with its benchmark either on a single trading day or for a longer time period. Factors such as Fund expenses, imperfect correlation between the Fund’s investments and those of its Underlying Index, rounding of share prices, regulatory policies, high portfolio turnover rate and the use of leverage all contribute to tracking error or correlation risk. There can be no guarantee that the Fund will achieve a high degree of correlation. Failure to achieve a high degree of correlation may prevent the Fund from achieving its investment objective.

Liquidity and Valuation Risk. In certain circumstances, it may be difficult for the Fund to purchase and sell particular investments within a reasonable time at a fair price, or the price at which it has been valued by the Advisor for purposes of the Fund’s NAV, causing the Fund to be less liquid and unable to realize what the Advisor believes should be the price of the investment.

Market Risk. The Fund’s investments in equity securities and derivatives, in general, are subject to market risks that may cause their prices, and therefore the Fund’s NAV, to fluctuate over time. Markets are subject to political, regulatory, economic and financial market risks.

Updated performance information is available on the Fund’s website at www.rydex-sgi.com or by calling Rydex | SGI Client Services at 800-820-0888.

The performance information shown below is based on a calendar year.

[Bar chart to be included.]


2011	(6.52	)%
2012	[	]%

Highest Quarter Return

Lowest Quarter Return

[ ]

[

]

[

AVERAGE ANNUAL TOTAL RETURN (for periods ended December 31, 2012)


	Past 1 Year			Since Inception (12/3/2010)
Return Before Taxes		[	]%		[	]%
Return After Taxes on Distributions		[	]%		[	]%
Return After Taxes on Distributions and Sale of Fund Shares		[	]%		[	]%
Russell 2000 ^® Equal Weight Index Total Return (reflects no deduction for fees, expenses or taxes)		[	]%		[	]%
Russell 2000 ^® Index Total Return (reflects no deduction for fees, expenses or taxes)		[	]%		[	]%

MANAGEMENT

INVESTMENT ADVISOR – Security Investors, LLC, which operates under the name Guggenheim Investments, serves as the investment adviser of the Fund.

PORTFOLIO MANAGERS

•

Michael P. Byrum , CFA, Senior Vice President of the Advisor. Mr. Byrum has been associated with the Advisor since it was founded in 1993.

•

James R. King, CFA, Portfolio Manager. With the exception of the period from March 15, 2008 to January 18, 2011, Mr. King has been associated with the Advisor since 1996.

•

Ryan A. Harder , CFA, Portfolio Manager. Mr. Harder has been associated with the Advisor since 2004.

and sell shares of the Fund on the Exchange. Individual shares can be bought and sold throughout the trading day like other publicly traded securities through a broker-dealer on the Exchange. These transactions do not involve the Fund. The price of an individual Fund share is based on market prices, which may be different from its NAV. As a result, the Fund’s shares may trade at a price greater than the NAV (at a premium) or less than the NAV (at a discount). Most investors will incur customary brokerage commissions and charges when buying or selling shares of the Fund through a broker-dealer on the Exchange.

GUGGENHEIM MSCI EAFE EQUAL WEIGHT ETF (EWEF)

INVESTMENT OBJECTIVE – The investment objective of the Guggenheim MSCI EAFE Equal Weight ETF (the “Fund”) is to correspond, before fees and expenses, to the price and yield performance of the MSCI EAFE Equal Weighted Index (Net) (the “Underlying Index”).


SHAREHOLDER FEES (fees paid directly from your investment)	None
ANNUAL FUND OPERATING EXPENSES (expenses that you pay each year as a percentage of the value of your investment)
Management Fees	0.55	%
Distribution (12b-1) Fees	0.00	%
Other Expenses	0.01	%
Total Annual Fund Operating Expenses	0.56	%

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


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

PRINCIPAL INVESTMENT STRATEGIES – The Fund invests in securities in order to meet its investment objective of corresponding to its Underlying Index as closely as possible, before fees and expenses. The Underlying Index is an unmanaged equal-weighted version of the MSCI EAFE (Europe, Australasia, Far East) Index. The MSCI EAFE Index is a free float-adjusted market capitalization index that is designed to measure the equity market performance of developed markets, excluding the U.S. and Canada. As of December 31, 2012, the MSCI EAFE Index consisted of separate sub-indices representing the following 22 developed market countries: Australia, Austria, Belgium, Denmark, Finland, France, Germany, Greece, Hong Kong, Ireland, Israel, Italy, Japan, the Netherlands, New Zealand, Norway, Portugal, Singapore, Spain, Sweden, Switzerland, and the United Kingdom, with capitalizations ranging from $[ ] million to $[ ] billion as of December 31, 2012. Both Indices are denominated in U.S. dollars. In general, the equal weighting provided by the Underlying Index provides equal representation for all securities at the Underlying Index’s rebalance interval(s), thereby providing broader exposure to the majority of securities in the Underlying Index than typically may be found in the Underlying Index’s market capitalization weighted counterpart.

The Fund uses a passive management strategy, known as “representative sampling,” to track the performance of the Underlying Index. “Representative sampling” refers to an indexing strategy that generally involves investing in a representative sample of securities or financial instruments, primarily consisting of American Depositary Receipts (“ADRs”) and Global Depositary Receipts (“GDRs”), that has an investment profile similar to the Underlying Index and some, but not all, of the component securities of the Underlying Index. Under normal circumstances, the Fund will invest at least 80% of its net assets, plus any borrowings for investment purposes, in the equity securities included in the Underlying Index. The Fund may hold up to 20% of its assets in securities not included in or representative of the Underlying Index. The Advisor expects that, over time, if the Fund has sufficient assets, the correlation between the Fund’s performance, before fees and expenses, and that of the Underlying Index will be 95% or better. A figure of 100% would indicate perfect correlation. The Advisor monitors the Fund’s tracking of the Underlying Index and seeks to maintain an appropriate correlation. The Advisor rebalances the Fund’s portfolio at the same rebalance interval(s) utilized by the Underlying Index.

As long as the Fund invests at least 80% of its total assets in securities representative of the Underlying Index, the Fund may also invest its other assets in futures contracts, options on futures contracts, options, and swaps related to the Underlying Index, as well as cash, cash equivalents, such as repurchase agreements, and shares of investment funds, including money market funds. Certain of the Fund’s derivative investments may be traded in the over-the-counter (“OTC”) market. On a day-to-day basis, the Fund may also hold repurchase agreements, U.S. Government securities or cash equivalents to collateralize its derivative positions. In an effort to make sure the Fund is fully invested on a day-to-day basis, the Fund may conduct any necessary trading activity at or just prior to the close of the U.S. financial markets.

To the extent the Underlying Index is concentrated in a particular industry the Fund will necessarily be concentrated in that industry. The Fund is non-diversified and, therefore, may invest a greater percentage of its assets in a particular issuer in comparison to a diversified fund.

Correlation and Tracking Error Risk. A number of factors may affect the Fund’s ability to track its benchmark index or achieve a high degree of correlation with its benchmark either on a single trading day or for a longer time period. Factors such as Fund expenses, imperfect correlation between the Fund’s investments and those of its Underlying Index, rounding of share prices, regulatory policies, high portfolio turnover rate and the use of leverage all contribute to tracking error or correlation risk. There can be no guarantee that the Fund will achieve a high degree of correlation. Failure to achieve a high degree of correlation may prevent the Fund from achieving its investment objective.

Currency Risk. 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 developments in the U.S. or abroad.

Depositary Receipt Risk. The Fund may hold the securities of non-U.S. companies in the form of ADRs and GDRs. The underlying securities of the ADRs and GDRs in the Fund’s portfolio are subject to fluctuations in foreign currency exchange rates that may affect the value of the Fund’s portfolio. In addition, the value of the securities underlying the ADRs and GDRs may change materially when the U.S. markets are not open for trading. Investments in the underlying foreign securities also involve political and economic risks distinct from those associated with investing in the securities of U.S. issuers.

Foreign Issuer Exposure Risk . The Fund may invest in securities of foreign companies directly, or in financial instruments, such as ADRs and GDRs, which are indirectly linked to the performance of foreign issuers. Foreign securities markets generally have less trading volume and less liquidity than U.S. markets, and prices in some foreign markets may fluctuate more than those of securities traded on U.S. markets.

Geographic Concentration Risk. To the extent that the Fund’s investments are concentrated in a particular country or region, the Fund will be susceptible to loss due to adverse market, political, regulatory, and geographic events affecting that country or region. The Fund’s exposure generally will be concentrated in a particular country or region to the same extent as the Underlying Index. The Fund has concentrated investment exposure to the countries or regions listed below.

Asia. While certain Asian economies are exemplars of growth and development others have been and continue to be subject, to some extent, to over-extension of credit, currency devaluations and restrictions, high unemployment, high inflation, decreased exports and economic recessions.

Europe. The European economy is diverse and includes both large, competitive economies and small, struggling economies. The European economy is vulnerable to decreasing imports or exports, changes in governmental regulations on trade, changes in the exchange rate of the euro and recessions in EU economies. The European financial markets have recently experienced volatility due to concerns about rising government debt levels of several European countries and increased unemployment levels. Economic uncertainty may have an adverse effect on the value of the Fund’s investments.

Investing in each of these countries or regions is usually considered riskier than investing in U.S. assets. It is also more volatile.

Liquidity and Valuation Risk. In certain circumstances, it may be difficult for the Fund to purchase and sell particular investments within a reasonable time at a fair price, or the price at which it has been valued by the Advisor for purposes of the Fund’s NAV, causing the Fund to be less liquid and unable to realize what the Advisor believes should be the price of the investment.

Passive Investment/Index Strategy Risk . The Fund has an investment strategy that is designed to track the performance of its Underlying Index and is not actively managed. The Advisor does not base its securities selection based upon its view of the relative benefits and detriments of issuers or securities, and the Advisor does not attempt to purchase or sell securities due to declining market prices or changes in an issuer of a security held by the Fund or otherwise take defensive positions in declining markets. The Fund will purchase, hold or sell securities when an actively managed fund would not do so. Therefore, the Fund may be subject to greater losses in a declining market than a fund that is actively managed.

Updated performance information is available on the Fund’s website at www.rydex-sgi.com or by calling Rydex | SGI Client Services at 800-820-0888.

The performance information shown below is based on a calendar year.

[Bar chart to be included.]


2011	(15.59	)%
2012	[	]%

Highest Quarter Return

Lowest Quarter Return

[ ]

[

]

[

AVERAGE ANNUAL TOTAL RETURN (for periods ended December 31, 2012)


	Past 1 Year			Since Inception (12/3/2010)
Return Before Taxes		[	]%		[	]%
Return After Taxes on Distributions		[	]%		[	]%
Return After Taxes on Distributions and Sale of Fund Shares		[	]%		[	]%
MSCI EAFE Equal Weighted Index (Net) (reflects no deduction for fees, expenses or taxes)		[	]%		[	]%
MSCI EAFE Index (Net) (reflects no deduction for fees, expenses or taxes)		[	]%		[	]%

MANAGEMENT

INVESTMENT ADVISOR – Security Investors, LLC, which operates under the name Guggenheim Investments, serves as the investment adviser of the Fund.

PORTFOLIO MANAGERS

•

Michael P. Byrum , CFA, Senior Vice President of the Advisor. Mr. Byrum has been associated with the Advisor since it was founded in 1993.

•

James R. King, CFA, Portfolio Manager. With the exception of the period from March 15, 2008 to January 18, 2011, Mr. King has been associated with the Advisor since 1996.

•

Ryan A. Harder , CFA, Portfolio Manager. Mr. Harder has been associated with the Advisor since 2004.

PURCHASE AND SALE OF FUND SHARES – Shares may be purchased and redeemed from the Fund only in “Creation Units” of 100,000 shares, or multiples thereof. As a practical matter, only institutions and large investors, such as market makers or other large broker-dealers, purchase or redeem Creation Units. Most investors will buy and sell shares of the Fund on the Exchange. Individual shares can be bought and sold throughout the trading day like other publicly traded securities through a broker-dealer on the Exchange. These transactions do not involve the Fund. The price of an individual Fund share is based on market prices, which may be different from its NAV. As a result, the Fund’s shares may trade at a price greater than the NAV (at a premium) or less than the NAV (at a discount). Most investors will incur customary brokerage commissions and charges when buying or selling shares of the Fund through a broker-dealer on the Exchange.

GUGGENHEIM MSCI EMERGING MARKETS EQUAL WEIGHT ETF (EWEM)

INVESTMENT OBJECTIVE – The investment objective of the Guggenheim MSCI Emerging Markets Equal Weight ETF (the “Fund”) is to correspond, before fees and expenses, to the price and yield performance of the MSCI Emerging Markets Equal Weighted Index (Net) (the “Underlying Index”).


SHAREHOLDER FEES (fees paid directly from your investment)	None
ANNUAL FUND OPERATING EXPENSES (expenses that you pay each year as a percentage of the value of your investment)
Management Fees	0.70	%
Distribution (12b-1) Fees	0.00	%
Other Expenses	0.01	%
Acquired Fund Fees and Expenses	[	]%
Total Annual Fund Operating Expenses*	[	]%
Fee Waiver and/or Expense Reimbursement**	[	]%
Total Annual Fund Operating Expenses After Fee Waiver and/or Expense Reimbursement*	[	]%

The Total Annual Fund Operating Expenses in this fee table (before and after any fee waivers and/or expense reimbursements) may not correlate to the expense ratios in the Fund’s financial highlights and financial statements because the financial highlights and financial statements reflect only the operating expenses of the Fund and do not include Acquired Fund Fees and Expenses, which are fees and expenses incurred indirectly by the Fund through its investments in certain underlying investment companies.

The Advisor has contractually agreed to reduce fees and/or reimburse expenses to the extent necessary to keep the Fund’s net operating expenses (excluding interest, taxes, brokerage commissions, dividends on securities sold short, litigation, indemnification, and extraordinary expenses (“Excluded Expenses”)) from exceeding [0.70]% of the Fund’s average daily net assets. The Total Annual Fund Operating Expenses After Fee Waiver and/or Expense Reimbursement includes Excluded Expenses and, thus, from time to time may be higher than [0.70]%. This Agreement may be terminated only with the approval of the Fund’s Board of Trustees. In any event, this undertaking will continue for at least twelve months from the date of this Prospectus.

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


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

PRINCIPAL INVESTMENT STRATEGIES – The Fund invests in securities in order to meet its investment objective of corresponding to its Underlying Index as closely as possible, before fees and expenses. The Underlying Index is an unmanaged equal-weighted version of the MSCI Emerging Markets Index. The MSCI Emerging Markets Index is a free float-adjusted market capitalization index that is designed to measure equity market performance of certain markets deemed to be emerging markets. As of December 31, 2012, the MSCI Emerging Markets Index consisted of the following 21 emerging market country indices: Brazil, Chile, China, Colombia, Czech Republic, Egypt, Hungary, India, Indonesia, Korea, Malaysia, Mexico, Morocco, Peru, Philippines, Poland, Russia, South Africa, Taiwan, Thailand, and Turkey with capitalizations ranging from $[ ] million to $[ ] billion. Both Indices are denominated in U.S. dollars. In general, the equal weighting provided by the Underlying Index provides equal representation for all securities at the Underlying Index’s rebalance interval(s), thereby providing broader exposure to the majority of securities in the Underlying Index than typically may be found in the Underlying Index’s market capitalization weighted counterpart.

The Fund uses a passive management strategy, known as “representative sampling,” to track the performance of the Underlying Index. “Representative sampling” refers to an indexing strategy that generally involves investing in a representative sample of securities, including shares of other investment companies, or financial instruments, primarily consisting of American Depositary Receipts (“ADRs”) and Global Depositary Receipts (“GDRs”), that has an investment profile similar to the Underlying Index and some, but not all, of the component securities of the Underlying Index. Under normal circumstances, the Fund will invest at least 80% of its net assets, plus any borrowings for investment purposes, in the equity securities included in the Underlying Index. The Fund may hold up to 20% of its assets in securities not included in or representative of the Underlying Index. The Advisor expects that, over time, if the Fund has sufficient assets, the correlation between the Fund’s performance, before fees and expenses, and that of the Underlying Index will be 95% or better. A figure of 100% would indicate perfect correlation. The Advisor monitors the Fund’s tracking of the Underlying Index and seeks to maintain an appropriate correlation. The Advisor rebalances the Fund’s portfolio at the same rebalance interval(s) utilized by the Underlying Index.

As long as the Fund invests at least 80% of its total assets in securities representative of the Underlying Index, the Fund may also invest its other assets in futures contracts, options on futures contracts, options, and swaps related to the Underlying Index, as well as cash and cash equivalents, such as repurchase agreements. Certain of the Fund’s derivative investments may be traded in the over-the-counter (“OTC”) market. On a day-to-day basis, the Fund may also hold repurchase agreements, U.S. Government securities or cash equivalents to collateralize its derivative positions. In an effort to make sure the Fund is fully invested on a day-to-day basis, the Fund may conduct any necessary trading activity at or just prior to the close of the U.S. financial markets.

The Fund may also seek to obtain exposure to the securities in which it primarily invests through a variety of investment vehicles, including closed-end funds, exchange traded funds (“ETFs”) and mutual or other investment funds.

To the extent the Underlying Index is concentrated in a particular industry the Fund will necessarily be concentrated in that industry. The Fund is non-diversified and, therefore, may invest a greater percentage of its assets in a particular issuer in comparison to a diversified fund.

PRINCIPAL RISKS – As with all exchange-traded funds (“ETFs”), a shareholder is subject to the risk that his or her investment could lose money. In addition to this risk, the Fund is subject to a number of additional risks that may affect the value or liquidity of its shares, including:

Correlation and Tracking Error Risk. A number of factors may affect the Fund’s ability to track its benchmark index or achieve a high degree of correlation with its benchmark either on a single trading day or for a longer time period. Factors such as Fund expenses, imperfect correlation between the Fund’s investments and those of its Underlying Index, rounding of share prices, regulatory policies, high portfolio turnover rate and the use of leverage all contribute to tracking error or correlation risk. There can be no guarantee that the Fund will achieve a high degree of correlation. Failure to achieve a high degree of correlation may prevent the Fund from achieving its investment objective.

Emerging Markets Risk. Certain of the Fund’s investments will expose the Fund’s portfolio to the risks of investing in emerging markets. Emerging markets, which consist of countries or markets with low to middle income economies as classified by the World Bank and other countries or markets with similar characteristics as determined by the Advisor, can be subject to greater social, economic, regulatory, and political uncertainties and can be extremely volatile.

United States. The United States is a significant trading partner of many emerging markets in which the Fund invests. Decreasing U.S. imports, new trade regulations, changes in the U.S. dollar exchange rates or a recession in the United States may have an adverse impact on these markets.

Investing in each of these countries or regions is usually considered riskier than investing in U.S. assets. It is also more volatile.

Investment in Investment Companies Risk. Investing in other investment companies, including ETFs, closed-end funds and other funds, subjects the Fund to those risks affecting the investment company, including the possibility that the value of the underlying securities held by the investment company could decrease. Moreover, the Fund and its shareholders will incur its pro rata share of the underlying investment company’s expenses.

Liquidity and Valuation Risk. In certain circumstances, it may be difficult for the Fund to purchase and sell particular investments within a reasonable time at a fair price, or the price at which it has been valued by the Advisor for purposes of the Fund’s NAV, causing the Fund to be less liquid and unable to realize what the Advisor believes should be the price of the investment.

Updated performance information is available on the Fund’s website at www.rydex-sgi.com or by calling Rydex | SGI Client Services at 800-820-0888.

The performance information shown below is based on a calendar year.

[Bar chart to be included.]


2011	(23.61	)%
2012	[	]%

Highest Quarter Return

Lowest Quarter Return

[ ]

[

]

[

AVERAGE ANNUAL TOTAL RETURN (for periods ended December 31, 2012)


	Past 1 Year			Since Inception (12/3/2010)
Return Before Taxes		[	]%		[	]%
Return After Taxes on Distributions		[	]%		[	]%
Return After Taxes on Distributions and Sale of Fund Shares		[	]%		[	]%
MSCI Emerging Markets Equal Weighted Index (Net) (reflects no deduction for fees, expenses or taxes)		[	]%		[	]%
MSCI Emerging Markets Equal Weighted Index (Net) (reflects no deduction for fees, expenses or taxes)		[	]%		[	]%

MANAGEMENT

INVESTMENT ADVISOR – Security Investors, LLC, which operates under the name Guggenheim Investments, serves as the investment adviser of the Fund.

PORTFOLIO MANAGERS

•

Michael P. Byrum , CFA, Senior Vice President of the Advisor. Mr. Byrum has been associated with the Advisor since it was founded in 1993.

•

James R. King, CFA, Portfolio Manager. With the exception of the period from March 15, 2008 to January 18, 2011, Mr. King has been associated with the Advisor since 1996.

•

Ryan A. Harder , CFA, Portfolio Manager. Mr. Harder has been associated with the Advisor since 2004.

GUGGENHEIM S&P 500 ^® EQUAL WEIGHT CONSUMER DISCRETIONARY ETF (RCD)

INVESTMENT OBJECTIVE – The investment objective of the Guggenheim S&P 500 ^® Equal Weight Consumer Discretionary ETF (the “Fund”) is to replicate as closely as possible, before fees and expenses, the performance of the S&P 500 Equal Weight Index Consumer Discretionary Total Return (the “Underlying Index”).

FEES AND EXPENSES OF THE FUND – The table below describes the fees and expenses that you may pay if you buy and hold shares of the Fund. Most investors also will incur customary brokerage commissions when buying or selling shares of the Fund, which are not reflected in the table or the Example.


Shareholder Fees (fees paid directly from your investment)	None
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)
Management Fees	0.50	%
Distribution (12b-1) Fees	0.00	%
Other Expenses*	0.00	%
Total Annual Fund Operating Expenses	0.50	%

*	[Other Expenses were less than 0.01% for the fiscal year ended October 31, 2012].

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


1 Year		3 Years		5 Years		10 Years
	$51		$160		$280		$628

PRINCIPAL INVESTMENT STRATEGIES – The Fund invests in securities in order to meet its investment objective of replicating its Underlying Index as closely as possible, before fees and expenses. The Underlying Index is an unmanaged equal weighted version of the S&P 500 Consumer Discretionary Index that consists of the common stocks of the following industries: automobiles and components, consumer durables, apparel, hotels, restaurants, leisure, media and retailing that comprise the Consumer Discretionary sector of the S&P 500 Index. As of December 31, 2012, the Underlying Index included companies with a capitalization range of $[ ] billion to $[ ] billion. In general, the equal weighting provided by the Underlying Index provides equal representation for all securities at the Underlying Index’s rebalance interval(s), thereby providing broader exposure to the majority of securities in the Underlying Index than typically may be found in the Underlying Index’s market capitalization weighted counterpart.

The Fund uses a passive management strategy, known as “replication,” to track the performance of the Underlying Index. “Replication” refers to investing in substantially all of the securities in the Underlying Index in approximately the same proportions as in the Underlying Index. Under normal circumstances, the Fund will invest at least 90% of its net assets, plus any borrowings for investment purposes, in the equity securities included in the Underlying Index. The Fund may hold up to 10% of its assets in securities not included in the Underlying Index. The Advisor expects that, over time, if the Fund has sufficient assets, the correlation between the Fund’s performance and that of the Underlying Index, before fees and expenses, will be 95% or better. A figure of 100% would indicate perfect correlation. The Advisor monitors the Fund’s tracking of the Underlying Index and seeks to maintain an appropriate correlation. The Advisor rebalances the Fund’s portfolio at the same rebalance interval(s) utilized by the Underlying Index.

PRINCIPAL RISKS – As with all exchange-traded funds, a shareholder is subject to the risk that his or her investment could lose money. In addition to this risk, the Fund is subject to a number of additional risks that may affect the value of its shares, including:

Consumer Discretionary Sector Concentration Risk. To the extent that the Fund’s investments are concentrated in issuers conducting business in the consumer discretionary sector, the Fund is subject to the risk that the securities of such issuers will underperform the market as a whole due to legislative or regulatory changes, adverse market conditions and/or increased competition affecting that economic sector. The prices of the securities of consumer discretionary sector companies also may fluctuate widely in response to such events.

Correlation and Tracking Error Risk. A number of factors may affect the Fund’s ability to track its benchmark index or achieve a high degree of correlation with its benchmark either on a single trading day or for a longer time period. Factors such as Fund expenses, imperfect correlation between the Fund’s investments and those of its Underlying Index, rounding of share prices, regulatory policies, high portfolio turnover rate and the use of leverage all contribute to tracking error or correlation risk. There can be no guarantee that the Fund will achieve a high degree of correlation. Failure to achieve a high degree of correlation may prevent the Fund from achieving its investment objective.

temporarily be unable to purchase or sell shares of the Fund. Shares also may trade on the Exchange at prices that differ from (and can be below) their NAV. The NAV of shares will fluctuate with changes in the market value of the Fund’s holdings and the exchange-traded prices may not reflect these market values. In addition, although the Fund’s shares are currently listed on the Exchange, there can be no assurance that an active trading market for shares will develop or be maintained.

Liquidity and Valuation Risk. In certain circumstances, it may be difficult for the Fund to purchase and sell particular investments within a reasonable time at a fair price, or the price at which it has been valued by the Advisor for purposes of the Fund’s NAV, causing the Fund to be less liquid and unable to realize what the Advisor believes should be the price of the investment.

Updated performance information is available on the Fund’s website at www.rydex-sgi.com or by calling Rydex | SGI Client Services at 800-820-0888.

The performance information shown below is based on a calendar year.

[Bar chart to be included.]


2007	(16.12)	%
2008	(41.02)	%
2009	63.97	%
2010	26.78	%
2011	4.26	%
2012	[ ]	%

Highest Quarter Return

Lowest Quarter Return

[ ]

[

]

[

AVERAGE ANNUAL TOTAL RETURN (for periods ended December 31, 2012)

Past 1 Year

Past 5 Years

Since Inception
(11/1/2006)

Return Before Taxes

[

Return After Taxes on Distributions

[

Return After Taxes on Distributions and Sale of Fund Shares

[

S&P 500 Equal Weight Index Consumer Discretionary Total Return
(reflects no deduction for fees, expenses or taxes)

[

S&P 500 Index Consumer Discretionary Total Return
(reflects no deduction for fees, expenses or taxes)

[

MANAGEMENT

INVESTMENT ADVISOR – Security Investors, LLC, which operates under the name Guggenheim Investments, serves as the investment adviser of the Fund.

PORTFOLIO MANAGERS

•

Michael P. Byrum , CFA, Senior Vice President of the Advisor. Mr. Byrum has been associated with the Advisor since it was founded in 1993.

•

James R. King, CFA, Portfolio Manager. With the exception of the period from March 15, 2008 to January 18, 2011, Mr. King has been associated with the Advisor since 1996.

•

Ryan A. Harder , CFA, Portfolio Manager. Mr. Harder has been associated with the Advisor since 2004.

PURCHASE AND SALE OF FUND SHARES – Shares may be purchased and redeemed from the Fund only in “Creation Units” of 50,000 shares, or multiples thereof. As a practical matter, only institutions and large investors, such as market makers or other large broker-dealers, purchase or redeem Creation Units. Most investors will buy and sell shares of the Fund on the Exchange. Individual shares can be bought and sold throughout the trading day like other publicly traded securities through a broker-dealer on the Exchange. These transactions do not involve the Fund. The price of an individual Fund share is based on market prices, which may be different from its NAV. As a result, the Fund’s shares may trade at a price greater than the NAV (at a premium) or less than the NAV (at a discount). Most investors will incur customary brokerage commissions and charges when buying or selling shares of the Fund through a broker-dealer on the Exchange.

G UGGENHEIM S&P 500 ^® E QUAL W EIGHT C ONSUMER S TAPLES ETF (RHS)

INVESTMENT OBJECTIVE – The investment objective of the Guggenheim S&P 500 ^® Equal Weight Consumer Staples ETF (the “Fund”) is to replicate as closely as possible, before fees and expenses, the performance of the S&P 500 Equal Weight Index Consumer Staples Total Return (the “Underlying Index”).


Shareholder Fees (fees paid directly from your investment)	None
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)
Management Fees	0.50	%
Distribution (12b-1) Fees	0.00	%
Other Expenses*	0.00	%
Total Annual Fund Operating Expenses	0.50	%

*	[Other Expenses were less than 0.01% for the fiscal year ended October 31, 2012.]

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


1 Year		3 Years		5 Years		10 Years
$	51	$	160	$	280	$	628

PRINCIPAL INVESTMENT STRATEGIES – The Fund invests in securities in order to meet its investment objective of replicating its Underlying Index as closely as possible, before fees and expenses. The Underlying Index is an unmanaged equal weighted version of the S&P 500 Consumer Staples Index that consists of the common stocks of the following industries: food and drug retailing, beverages, food products, tobacco, household products and personal products that comprise the Consumer Staples sector of the S&P 500 Index. As of December 31, 2012, the Underlying Index included companies with a capitalization range of $[ ] billion to $[ ] billion. In general, the equal weighting provided by the Underlying Index provides equal representation for all securities at the Underlying Index’s rebalance interval(s), thereby providing broader exposure to the majority of securities in the Underlying Index than typically may be found in the Underlying Index’s market capitalization weighted counterpart.

The Fund uses a passive management strategy, known as “replication,” to track the performance of the Underlying Index. “Replication” refers to investing in substantially all of the securities in the Underlying Index in approximately the same proportions as in the Underlying Index. Under normal circumstances, the Fund will invest at least 90% of its net assets, plus any borrowings for investment purposes, in the equity securities included in the Underlying Index. The Fund may hold up to 10% of its assets in securities not included in the Underlying Index. The Advisor expects that, over time, if the Fund has sufficient assets, the correlation between the Fund’s performance and that of the Underlying Index, before fees and expenses, will be 95% or better. A figure of 100% would indicate perfect correlation. The Advisor monitors the Fund’s tracking of the Underlying Index and seeks to maintain an appropriate correlation. The Advisor rebalances the Fund’s portfolio at the same rebalance interval(s) utilized by the Underlying Index.

Consumer Staples Sector Concentration Risk. To the extent that the Fund’s investments are concentrated in issuers conducting business in the consumer staples sector, the Fund is subject to the risk that the securities of such issuers will underperform the market as a whole due to legislative or regulatory changes, adverse market conditions and/or increased competition affecting that economic sector. The prices of the securities of consumer staples sector companies also may fluctuate widely in response to such events.

Correlation and Tracking Error Risk. A number of factors may affect the Fund’s ability to track its benchmark index or achieve a high degree of correlation with its benchmark either on a single trading day or for a longer time period. Factors such as Fund expenses, imperfect correlation between the Fund’s investments and those of its Underlying Index, rounding of share prices, regulatory policies, high portfolio turnover rate and the use of leverage all contribute to tracking error or correlation risk. There can be no guarantee that the Fund will achieve a high degree of correlation. Failure to achieve a high degree of correlation may prevent the Fund from achieving its investment objective.

Liquidity and Valuation Risk. In certain circumstances, it may be difficult for the Fund to purchase and sell particular investments within a reasonable time at a fair price, or the price at which it has been valued by the Advisor for purposes of the Fund’s NAV, causing the Fund to be less liquid and unable to realize what the Advisor believes should be the price of the investment.

Updated performance information is available on the Fund’s website at www.rydex-sgi.com or by calling Rydex | SGI Client Services at 800-820-0888.

The performance information shown below is based on a calendar year.

[Bar chart to be included.]


2007	8.46	%
2008	(21.78	)%
2009	25.63	%
2010	17.95	%
2011	12.94	%
2012	[	]%

Highest Quarter Return

Lowest Quarter Return

[ ]

[

]

[

AVERAGE ANNUAL TOTAL RETURN (for periods ended December 31, 2012)

Past 1 Year

Past 5 Years

Since Inception
(11/1/2006)

Return Before Taxes

[

Return After Taxes on Distributions

[

Return After Taxes on Distributions and Sale of Fund Shares

[

S&P 500 Equal Weight Index Consumer Staples Total Return
(reflects no deduction for fees, expenses or taxes)

[

S&P 500 Index Consumer Staples Total Return
(reflects no deduction for fees, expenses or taxes)

[

MANAGEMENT

INVESTMENT ADVISOR – Security Investors, LLC, which operates under the name Guggenheim Investments, serves as the investment adviser of the Fund.

PORTFOLIO MANAGERS

•

Michael P. Byrum , CFA, Senior Vice President of the Advisor. Mr. Byrum has been associated with the Advisor since it was founded in 1993.

•

James R. King, CFA, Portfolio Manager. With the exception of the period from March 15, 2008 to January 18, 2011, Mr. King has been associated with the Advisor since 1996.

•

Ryan A. Harder , CFA, Portfolio Manager. Mr. Harder has been associated with the Advisor since 2004.

G UGGENHEIM S&P 500 ^® E QUAL W EIGHT E NERGY ETF (RYE)

INVESTMENT OBJECTIVE – The investment objective of the Guggenheim S&P 500 ^® Equal Weight Energy ETF (the “Fund”) is to replicate as closely as possible, before fees and expenses, the performance of the S&P 500 Equal Weight Index Energy Total Return (the “Underlying Index”).


Shareholder Fees (fees paid directly from your investment)	None
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)
Management Fees	0.50	%
Distribution (12b-1) Fees	0.00	%
Other Expenses*	0.00	%
Total Annual Fund Operating Expenses	0.50	%

*	[Other Expenses were less than 0.01% for the fiscal year ended October 31, 2012.]

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


1 Year		3 Years		5 Years		10 Years
$	51	$	160	$	280	$	628

PRINCIPAL INVESTMENT STRATEGIES – The Fund invests in securities in order to meet its investment objective of replicating its Underlying Index as closely as possible, before fees and expenses. The Underlying Index is an unmanaged equal weighted version of the S&P 500 Energy Index that consists of the common stocks of the following industries: oil and gas exploration, production, marketing, refining and/or transportation and energy equipment and services industries that comprise the Energy sector of the S&P 500 Index. As of December 31, 2012, the Underlying Index included companies with a capitalization range of $[ ] billion to $[ ] billion. In general, the equal weighting provided by the Underlying Index provides equal representation for all securities at the Underlying Index’s rebalance interval(s), thereby providing broader exposure to the majority of securities in the Underlying Index than typically may be found in the Underlying Index’s market capitalization weighted counterpart.

The Fund uses a passive management strategy, known as “replication,” to track the performance of the Underlying Index. “Replication” refers to investing in substantially all of the securities in the Underlying Index in approximately the same proportions as in the Underlying Index. Under normal circumstances, the Fund will invest at least 90% of its net assets, plus any borrowings for investment purposes, in the equity securities included in the Underlying Index. The Fund may hold up to 10% of its assets in securities not included in the Underlying Index. The Advisor expects that, over time, if the Fund has sufficient assets, the correlation between the Fund’s performance and that of the Underlying Index, before fees and expenses, will be 95% or better. A figure of 100% would indicate perfect correlation. The Advisor monitors the Fund’s tracking of the Underlying Index and seeks to maintain an appropriate correlation. The Advisor rebalances the Fund’s portfolio at the same rebalance interval(s) utilized by the Underlying Index.

Correlation and Tracking Error Risk. A number of factors may affect the Fund’s ability to track its benchmark index or achieve a high degree of correlation with its benchmark either on a single trading day or for a longer time period. Factors such as Fund expenses, imperfect correlation between the Fund’s investments and those of its Underlying Index, rounding of share prices, regulatory policies, high portfolio turnover rate and the use of leverage all contribute to tracking error or correlation risk. There can be no guarantee that the Fund will achieve a high degree of correlation. Failure to achieve a high degree of correlation may prevent the Fund from achieving its investment objective.

Energy Sector Concentration Risk. To the extent that the Fund’s investments are concentrated in the energy sector, the Fund is subject to the risk that the securities of such issuers will underperform the market as a whole due to legislative or regulatory changes, adverse market conditions and/or increased competition affecting that economic sector. The prices of the securities of energy sector companies also may fluctuate widely in response to such events.

Liquidity and Valuation Risk. In certain circumstances, it may be difficult for the Fund to purchase and sell particular investments within a reasonable time at a fair price, or the price at which it has been valued by the Advisor for purposes of the Fund’s NAV, causing the Fund to be less liquid and unable to realize what the Advisor believes should be the price of the investment.

Updated performance information is available on the Fund’s website at www.rydex-sgi.com or by calling Rydex | SGI Client Services at 800-820-0888.

The performance information shown below is based on a calendar year.

[Bar chart to be included.]


2007	41.19	%
2008	(48.82	)%
2009	45.28	%
2010	26.50	%
2011	(1.60	)%
2012	[	]%

Highest Quarter Return

Lowest Quarter Return

[ ]

[

]

[

AVERAGE ANNUAL TOTAL RETURN (for periods ended December 31, 2012)

Past 1 Year

Past 5 Years

Since Inception
(11/1/2006)

Return Before Taxes

[

Return After Taxes on Distributions

[

Return After Taxes on Distributions and Sale of Fund Shares

[

S&P 500 Equal Weight Index Energy Total Return

(reflects no deduction for fees, expenses or taxes)

[

S&P 500 Index Energy Total Return

(reflects no deduction for fees, expenses or taxes)

[

MANAGEMENT

INVESTMENT ADVISOR – Security Investors, LLC, which operates under the name Guggenheim Investments, serves as the investment adviser of the Fund.

PORTFOLIO MANAGERS

•

Michael P. Byrum , CFA, Senior Vice President of the Advisor. Mr. Byrum has been associated with the Advisor since it was founded in 1993.

•

James R. King, CFA, Portfolio Manager. With the exception of the period from March 15, 2008 to January 18, 2011, Mr. King has been associated with the Advisor since 1996.

•

Ryan A. Harder , CFA, Portfolio Manager. Mr. Harder has been associated with the Advisor since 2004.

G UGGENHEIM S&P 500 ^® E QUAL W EIGHT F INANCIALS ETF (RYF)

INVESTMENT OBJECTIVE – The investment objective of Guggenheim S&P 500 ^® Equal Weight Financials ETF (the “Fund”) is to replicate as closely as possible, before fees and expenses, the performance of the S&P 500 Equal Weight Index Financials Total Return (the “Underlying Index”).


Shareholder Fees (fees paid directly from your investment)	None
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)
Management Fees	0.50	%
Distribution (12b-1) Fees	0.00	%
Other Expenses*	0.00	%
Total Annual Fund Operating Expenses	0.50	%

*	[Other Expenses were less than 0.01% for the fiscal year ended October 31, 2012].

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

The Example assumes that you invest $10,000 in the Fund for the time periods indicated and then sell 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. The Example does not take into account brokerage commissions that you pay when purchasing or selling shares of the Fund. If the commissions were included in the Example, your costs would be higher. Although your actual costs may be higher or lower, based on these assumptions your costs would be:


1 Year		3 Years		5 Years		10 Years
$	51	$	160	$	280	$	628

PRINCIPAL INVESTMENT STRATEGIES – The Fund invests in securities in order to meet its investment objective of replicating its Underlying Index as closely as possible, before fees and expenses. The Underlying Index is an unmanaged equal weighted version of the S&P 500 Financials Index that consists of the common stocks of the following industries: banks, diversified financials, brokerage, asset management insurance and real estate, including investment trusts that comprise the Financials sector of the S&P 500 Index. As of December 31, 2012, the Underlying Index included companies with a capitalization range of $[ ] billion to $[ ] billion. In general, the equal weighting provided by the Underlying Index provides equal representation for all securities at the Underlying Index’s rebalance interval(s), thereby providing broader exposure to the majority of securities in the Underlying Index than typically may be found in the Underlying Index’s market capitalization weighted counterpart.

The Fund uses a passive management strategy, known as “replication,” to track the performance of the Underlying Index. “Replication” refers to investing in substantially all of the securities in the Underlying Index in approximately the same proportions as in the Underlying Index. Under normal circumstances, the Fund will invest at least 90% of its net assets, plus any borrowings for investment purposes, in the equity securities included in the Underlying Index. The Fund may hold up to 10% of its assets in securities not included in the Underlying Index. The Advisor expects that, over time, if the Fund has sufficient assets, the correlation between the Fund’s performance and that of the Underlying Index, before fees and expenses, will be 95% or better. A figure of 100% would indicate perfect correlation. The Advisor monitors the Fund’s tracking of the Underlying Index and seeks to maintain an appropriate correlation. The Advisor rebalances the Fund’s portfolio at the same rebalance interval(s) utilized by the Underlying Index.

Correlation and Tracking Error Risk. A number of factors may affect the Fund’s ability to track its benchmark index or achieve a high degree of correlation with its benchmark either on a single trading day or for a longer time period. Factors such as Fund expenses, imperfect correlation between the Fund’s investments and those of its Underlying Index, rounding of share prices, regulatory policies, high portfolio turnover rate and the use of leverage all contribute to tracking error or correlation risk. There can be no guarantee that the Fund will achieve a high degree of correlation. Failure to achieve a high degree of correlation may prevent the Fund from achieving its investment objective.

Financials Sector Concentration Risk. To the extent that the Fund’s investments are concentrated in the financials sector, the Fund is subject to the risk that the securities of such issuers will underperform the market as a whole due to legislative or regulatory changes, adverse market conditions and/or increased competition affecting that economic sector. The prices of the securities of financials sector companies also may fluctuate widely in response to such events.

Liquidity and Valuation Risk. In certain circumstances, it may be difficult for the Fund to purchase and sell particular investments within a reasonable time at a fair price, or the price at which it has been valued by the Advisor for purposes of the Fund’s NAV, causing the Fund to be less liquid and unable to realize what the Advisor believes should be the price of the investment.

Updated performance information is available on the Fund’s website at www.rydex-sgi.com or by calling Rydex | SGI Client Services at 800-820-0888.

The performance information shown below is based on a calendar year.

[Bar chart to be included.]


2007	(18.26	)%
2008	(54.81	)%
2009	30.54	%
2010	22.84	%
2011	(12.59	)%
2012	[	]%

Highest Quarter Return

Lowest Quarter Return

[ ]

[

]

[

AVERAGE ANNUAL TOTAL RETURN (for periods ended December 31, 2012)

Past 1 Year

Past 5 Years

Since Inception
(11/1/2006)

Return Before Taxes

[

Return After Taxes on Distributions

[

Return After Taxes on Distributions and Sale of Fund Shares

[

S&P 500 Equal Weight Index Financials Total Return

(reflects no deduction for fees, expenses or taxes)

[

S&P 500 Index Financials Total Return

(reflects no deduction for fees, expenses or taxes)

[

MANAGEMENT

INVESTMENT ADVISOR – Security Investors, LLC, which operates under the name Guggenheim Investments, serves as the investment adviser of the Fund.

PORTFOLIO MANAGERS

•

Michael P. Byrum , CFA, Senior Vice President of the Advisor. Mr. Byrum has been associated with the Advisor since it was founded in 1993.

•

James R. King, CFA, Portfolio Manager. With the exception of the period from March 15, 2008 to January 18, 2011, Mr. King has been associated with the Advisor since 1996.

•

Ryan A. Harder , CFA, Portfolio Manager. Mr. Harder has been associated with the Advisor since 2004.

G UGGENHEIM S&P 500 ^® E QUAL W EIGHT H EALTH C ARE ETF (RYH)

INVESTMENT OBJECTIVE – The investment objective of the Guggenheim S&P 500 ^® Equal Weight Health Care ETF (the “Fund”) is to replicate as closely as possible, before fees and expenses, the performance of the S&P 500 Equal Weight Index Health Care Total Return (the “Underlying Index”).


Shareholder Fees (fees paid directly from your investment)	None
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)
Management Fees	0.50	%
Distribution (12b-1) Fees	0.00	%
Other Expenses*	0.00	%
Total Annual Fund Operating Expenses	0.50	%

*	[Other Expenses were less than 0.01% for the fiscal year ended October 31, 2012].

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


1 Year		3 Years		5 Years		10 Years
$	51	$	160	$	280	$	628

PRINCIPAL INVESTMENT STRATEGIES – The Fund invests in securities in order to meet its investment objective of replicating its Underlying Index as closely as possible, before fees and expenses. The Underlying Index is an unmanaged equal weighted version of the S&P 500 Health Care Index that consists of the common stocks of the following industries: health care equipment and supplies, health care providers and services, and biotechnology and pharmaceuticals that comprise the Health Care sector of the S&P 500 Index. As of December 31, 2012, the Underlying Index included companies with a capitalization range of $[ ] billion to $[ ] billion. In general, the equal weighting provided by the Underlying Index provides equal representation for all securities at the Underlying Index’s rebalance interval(s), thereby providing broader exposure to the majority of securities in the Underlying Index than typically may be found in the Underlying Index’s market capitalization weighted counterpart.

The Fund uses a passive management strategy, known as “replication,” to track the performance of the Underlying Index. “Replication” refers to investing in substantially all of the securities in the Underlying Index in approximately the same proportions as in the Underlying Index. Under normal circumstances, the Fund will invest at least 90% of its net assets, plus any borrowings for investment purposes, in the equity securities included in the Underlying Index. The Fund may hold up to 10% of its assets in securities not included in the Underlying Index. The Advisor expects that, over time, if the Fund has sufficient assets, the correlation between the Fund’s performance and that of the Underlying Index, before fees and expenses, will be 95% or better. A figure of 100% would indicate perfect correlation. The Advisor monitors the Fund’s tracking of the Underlying Index and seeks to maintain an appropriate correlation. The Advisor rebalances the Fund’s portfolio at the same rebalance interval(s) utilized by the Underlying Index.

Correlation and Tracking Error Risk. A number of factors may affect the Fund’s ability to track its benchmark index or achieve a high degree of correlation with its benchmark either on a single trading day or for a longer time period. Factors such as Fund expenses, imperfect correlation between the Fund’s investments and those of its Underlying Index, rounding of share prices, regulatory policies, high portfolio turnover rate and the use of leverage all contribute to tracking error or correlation risk. There can be no guarantee that the Fund will achieve a high degree of correlation. Failure to achieve a high degree of correlation may prevent the Fund from achieving its investment objective.

Health Care Sector Concentration Risk. To the extent that the Fund’s investments are concentrated in the health care sector, the Fund is subject to the risk that the securities of such issuers will underperform the market as a whole due to legislative or regulatory changes, adverse market conditions and/or increased competition affecting that economic sector. The prices of the securities of health care sector companies also may fluctuate widely in response to such events.

Liquidity and Valuation Risk. In certain circumstances, it may be difficult for the Fund to purchase and sell particular investments within a reasonable time at a fair price, or the price at which it has been valued by the Advisor for purposes of the Fund’s NAV, causing the Fund to be less liquid and unable to realize what the Advisor believes should be the price of the investment.

Updated performance information is available on the Fund’s website at www.rydex-sgi.com or by calling Rydex | SGI Client Services at 800-820-0888.

The performance information shown below is based on a calendar year.

[Bar chart to be included.]


2007	10.81	%
2008	(26.66	)%
2009	38.74	%
2010	10.83	%
2011	6.39	%
2012	[	]%

Highest Quarter Return

Lowest Quarter Return

[ ]

[

]

[

AVERAGE ANNUAL TOTAL RETURN (for periods ended December 31, 2012)

Past 1 Year

Past 5 Years

Since Inception
(11/1/2006)

Return Before Taxes

[

Return After Taxes on Distributions

[

Return After Taxes on Distributions and Sale of Fund Shares

[

S&P 500 Equal Weight Index Health Care Total Return

(reflects no deduction for fees, expenses or taxes)

[

S&P 500 Index Health Care Total Return

(reflects no deduction for fees, expenses or taxes)

[

MANAGEMENT

INVESTMENT ADVISOR – Security Investors, LLC, which operates under the name Guggenheim Investments, serves as the investment adviser of the Fund.

PORTFOLIO MANAGERS

•

Michael P. Byrum , CFA, Senior Vice President of the Advisor. Mr. Byrum has been associated with the Advisor since it was founded in 1993.

•

James R. King, CFA, Portfolio Manager. With the exception of the period from March 15, 2008 to January 18, 2011, Mr. King has been associated with the Advisor since 1996.

•

Ryan A. Harder , CFA, Portfolio Manager. Mr. Harder has been associated with the Advisor since 2004.

G UGGENHEIM S&P 500 ^® E QUAL W EIGHT I NDUSTRIALS ETF (RGI)

INVESTMENT OBJECTIVE – The investment objective of Guggenheim S&P 500 ^® Equal Weight Industrials ETF (the “Fund”) is to replicate as closely as possible, before fees and expenses, the performance of the S&P 500 Equal Weight Index Industrials Total Return (the “Underlying Index”).


Shareholder Fees (fees paid directly from your investment)	None
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)
Management Fees	0.50	%
Distribution (12b-1) Fees	0.00	%
Other Expenses*	0.00	%
Total Annual Fund Operating Expenses	0.50	%

*	[Other Expenses were less than 0.01% for the fiscal year ended October 31, 2012].

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


1 Year		3 Years		5 Years		10 Years
$	51	$	160	$	280	$	628

PRINCIPAL INVESTMENT STRATEGIES – The Fund invests in securities in order to meet its investment objective of replicating its Underlying Index as closely as possible, before fees and expenses. The Underlying Index is an unmanaged equal weighted version of the S&P 500 Industrials Index that consists of the common stocks of the following industries: aerospace and defense, building products, construction and engineering, electrical equipment, conglomerates, machinery, commercial services and supplies, air freight and logistics, airlines, and marine, road and rail transportation infrastructure that comprise the Industrials sector of the S&P 500 Index. As of December 31, 2012, the Underlying Index included companies with a capitalization range of $[ ] billion to $[ ] billion. In general, the equal weighting provided by the Underlying Index provides equal representation for all securities at the Underlying Index’s rebalance interval(s), thereby providing broader exposure to the majority of securities in the Underlying Index than typically may be found in the Underlying Index’s market capitalization weighted counterpart.

The Fund uses a passive management strategy, known as “replication,” to track the performance of the Underlying Index. “Replication” refers to investing in substantially all of the securities in the Underlying Index in approximately the same proportions as in the Underlying Index. Under normal circumstances, the Fund will invest at least 90% of its net assets, plus any borrowings for investment purposes, in the equity securities included in the Underlying Index. The Fund may hold up to 10% of its assets in securities not included in the Underlying Index. The Fund’s Advisor expects that, over time, if the Fund has sufficient assets, the correlation between the Fund’s performance and that of the Underlying Index, before fees and expenses, will be 95% or better. A figure of 100% would indicate perfect correlation. The Advisor monitors the Fund’s tracking of the Underlying Index and seeks to maintain an appropriate correlation. The Advisor rebalances the Fund’s portfolio at the same rebalance interval(s) utilized by the Underlying Index.

Correlation and Tracking Error Risk. A number of factors may affect the Fund’s ability to track its benchmark index or achieve a high degree of correlation with its benchmark either on a single trading day or for a longer time period. Factors such as Fund expenses, imperfect correlation between the Fund’s investments and those of its Underlying Index, rounding of share prices, regulatory policies, high portfolio turnover rate and the use of leverage all contribute to tracking error or correlation risk. There can be no guarantee that the Fund will achieve a high degree of correlation. Failure to achieve a high degree of correlation may prevent the Fund from achieving its investment objective.

Industrials Sector Concentration Risk. To the extent that the Fund’s investments are concentrated in the industrials sector, the Fund is subject to the risk that the securities of such issuers will underperform the market as a whole due to legislative or regulatory changes, adverse market conditions and/or increased competition affecting that economic sector. The prices of the securities of industrials sector companies also may fluctuate widely in response to such events.

Liquidity and Valuation Risk. In certain circumstances, it may be difficult for the Fund to purchase and sell particular investments within a reasonable time at a fair price, or the price at which it has been valued by the Advisor for purposes of the Fund’s NAV, causing the Fund to be less liquid and unable to realize what the Advisor believes should be the price of the investment.

Updated performance information is available on the Fund’s website at www.rydex-sgi.com or by calling Rydex | SGI Client Services at 800-820-0888.

The performance information shown below is based on a calendar year.

[Bar chart to be included.]


2007	15.52	%
2008	(37.70	)%
2009	28.57	%
2010	26.35	%
2011	(1.98	)%
2012	[	]%

Highest Quarter Return

Lowest Quarter Return

[ ]

[

]

[

AVERAGE ANNUAL TOTAL RETURN (for periods ended December 31, 2012)

Past 1 Year

Past 5 Years

Since Inception
(11/1/2006)

Return Before Taxes

[

Return After Taxes on Distributions

[

Return After Taxes on Distributions and Sale of Fund Shares

[

S&P 500 Equal Weight Index Industrials Total Return

(reflects no deduction for fees, expenses or taxes)

[

S&P 500 Index Industrials Total Return

(reflects no deduction for fees, expenses or taxes)

[

MANAGEMENT

INVESTMENT ADVISOR – Security Investors, LLC, which operates under the name Guggenheim Investments, serves as the investment adviser of the Fund.

PORTFOLIO MANAGERS

•

Michael P. Byrum , CFA, Senior Vice President of the Advisor. Mr. Byrum has been associated with the Advisor since it was founded in 1993.

•

James R. King, CFA, Portfolio Manager. With the exception of the period from March 15, 2008 to January 18, 2011, Mr. King has been associated with the Advisor since 1996.

•

Ryan A. Harder , CFA, Portfolio Manager. Mr. Harder has been associated with the Advisor since 2004.

G UGGENHEIM S&P 500 ^® E QUAL W EIGHT M ATERIALS ETF (RTM)

INVESTMENT OBJECTIVE – The investment objective of Guggenheim S&P 500 Equal Weight Materials ETF (the “Fund”) is to replicate as closely as possible, before fees and expenses, the performance of the S&P 500 ^® Equal Weight Index Materials Total Return (the “Underlying Index”).


Shareholder Fees (fees paid directly from your investment)	None
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)
Management Fees	0.50	%
Distribution (12b-1) Fees	0.00	%
Other Expenses*	0.00	%
Total Annual Fund Operating Expenses	0.50	%

*	[Other Expenses were less than 0.01% for the fiscal year ended October 31, 2012].

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


1 Year	3 Years		5 Years		10 Years
$51	$	160	$	280	$	628

PRINCIPAL INVESTMENT STRATEGIES – The Fund invests in securities in order to meet its investment objective of replicating its Underlying Index as closely as possible, before fees and expenses. The Underlying Index is an unmanaged equal weighted version of the S&P 500 Materials Index that consists of the common stocks of the following industries: chemicals, construction materials, containers and packaging, metals and mining, and paper and forest products that comprise the Materials sector of the S&P 500 Index. As of December 31, 2012, the Underlying Index included companies with a capitalization range of $[ ] billion to $[ ] billion. In general, the equal weighting provided by the Underlying Index provides equal representation for all securities at the Underlying Index’s rebalance interval(s), thereby providing broader exposure to the majority of securities in the Underlying Index than typically may be found in the Underlying Index’s market capitalization weighted counterpart.

The Fund uses a passive management strategy, known as “replication,” to track the performance of the Underlying Index. “Replication” refers to investing in substantially all of the securities in the Underlying Index in approximately the same proportions as in the Underlying Index. Under normal circumstances, the Fund will invest at least 90% of its net assets, plus any borrowings for investment purposes, in the equity securities included in the Underlying Index. The Fund may hold up to 10% of its assets in securities not included in the Underlying Index. The Fund’s Advisor expects that, over time, if the Fund has sufficient assets, the correlation between the Fund’s performance and that of the Underlying Index, before fees and expenses, will be 95% or better. A figure of 100% would indicate perfect correlation. The Advisor monitors the Fund’s tracking of the Underlying Index and seeks to maintain an appropriate correlation. The Advisor rebalances the Fund’s portfolio at the same rebalance interval(s) utilized by the Underlying Index.

Correlation and Tracking Error Risk. A number of factors may affect the Fund’s ability to track its benchmark index or achieve a high degree of correlation with its benchmark either on a single trading day or for a longer time period. Factors such as Fund expenses, imperfect correlation between the Fund’s investments and those of its Underlying Index, rounding of share prices, regulatory policies, high portfolio turnover rate and the use of leverage all contribute to tracking error or correlation risk. There can be no guarantee that the Fund will achieve a high degree of correlation. Failure to achieve a high degree of correlation may prevent the Fund from achieving its investment objective.

Liquidity and Valuation Risk. In certain circumstances, it may be difficult for the Fund to purchase and sell particular investments within a reasonable time at a fair price, or the price at which it has been valued by the Advisor for purposes of the Fund’s NAV, causing the Fund to be less liquid and unable to realize what the Advisor believes should be the price of the investment.

Materials Sector Concentration Risk. To the extent that the Fund’s investments are concentrated in the materials sector, the Fund is subject to the risk that the securities of such issuers will underperform the market as a whole due to legislative or regulatory changes, adverse market conditions and/or increased competition affecting that economic sector. The prices of the securities of materials sector companies also may fluctuate widely in response to such events.

Updated performance information is available on the Fund’s website at www.rydex-sgi.com or by calling Rydex | SGI Client Services at 800-820-0888.

The performance information shown below is based on a calendar year.

[Bar chart to be included.]


2007	10.16	%
2008	(41.44	)%
2009	67.12	%
2010	23.29	%
2011	(9.34	)%
2012	[	]

Highest Quarter Return

Lowest Quarter Return

[ ]

[

]

[

AVERAGE ANNUAL TOTAL RETURN (for periods ended December 31, 2012)

Past 1 Year

Past 5 Years

Since Inception
(11/1/2006)

Return Before Taxes

[

Return After Taxes on Distributions

[

Return After Taxes on Distributions and Sale of Fund Shares

[

S&P 500 Equal Weight Index Materials Total Return
(reflects no deduction for fees, expenses or taxes)

[

S&P 500 Index Materials Total Return
(reflects no deduction for fees, expenses or taxes)

[

MANAGEMENT

INVESTMENT ADVISOR – Security Investors, LLC, which operates under the name Guggenheim Investments, serves as the investment adviser of the Fund.

PORTFOLIO MANAGERS

•

Michael P. Byrum , CFA, Senior Vice President of the Advisor. Mr. Byrum has been associated with the Advisor since it was founded in 1993.

•

James R. King, CFA, Portfolio Manager. With the exception of the period from March 15, 2008 to January 18, 2011, Mr. King has been associated with the Advisor since 1996.

•

Ryan A. Harder , CFA, Portfolio Manager. Mr. Harder has been associated with the Advisor since 2004.

G UGGENHEIM S&P 500 ^® E QUAL W EIGHT T ECHNOLOGY ETF (RYT)

INVESTMENT OBJECTIVE – The investment objective of the Guggenheim S&P 500 ^® Equal Weight Technology ETF (the “Fund”) is to replicate as closely as possible, before fees and expenses, the performance of the S&P 500 Equal Weight Index Technology Total Return (the “Underlying Index”).


Shareholder Fees (fees paid directly from your investment)	None
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)
Management Fees	0.50	%
Distribution (12b-1) Fees	0.00	%
Other Expenses*	0.00	%
Total Annual Fund Operating Expenses	0.50	%

*	[Other Expenses were less than 0.01% for the fiscal year ended October 31, 2012].

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


1 Year	3 Years		5 Years		10 Years
$51	$	160	$	280	$	628

PRINCIPAL INVESTMENT STRATEGIES – The Fund invests in securities in order to meet its investment objective of replicating its Underlying Index as closely as possible, before fees and expenses. The Underlying Index is an unmanaged equal weighted version of the S&P 500 Information Technology Index that consists of the common stocks of the following industries: internet equipment, computers and peripherals, electronic equipment, office electronics and instruments, semiconductor equipment and products, diversified telecommunication services, and wireless telecommunication services that comprise the Information Technology sector of the S&P 500 Index. As of December 31, 2012, the Underlying Index included companies with a capitalization range of $[ ] billion to $[ ] billion. In general, the equal weighting provided by the Underlying Index provides equal representation for all securities at the Underlying Index’s rebalance interval(s), thereby providing broader exposure to the majority of securities in the Underlying Index than typically may be found in the Underlying Index’s market capitalization weighted counterpart.

The Fund uses a passive management strategy, known as “replication,” to track the performance of the Underlying Index. “Replication” refers to investing in substantially all of the securities in the Underlying Index in approximately the same proportions as in the Underlying Index. Under normal circumstances, the Fund will invest at least 90% of its net assets, plus any borrowings for investment purposes, in the equity securities included in the Underlying Index. The Fund may hold up to 10% of its assets in securities not included in the Underlying Index. The Fund’s Advisor expects that, over time, if the Fund has sufficient assets, the correlation between the Fund’s performance and that of the Underlying Index, before fees and expenses, will be 95% or better. A figure of 100% would indicate perfect correlation. The Advisor monitors the Fund’s tracking of the Underlying Index and seeks to maintain an appropriate correlation. The Advisor rebalances the Fund’s portfolio at the same rebalance interval(s) utilized by the Underlying Index.

Correlation and Tracking Error Risk. A number of factors may affect the Fund’s ability to track its benchmark index or achieve a high degree of correlation with its benchmark either on a single trading day or for a longer time period. Factors such as Fund expenses, imperfect correlation between the Fund’s investments and those of its Underlying Index, rounding of share prices, regulatory policies, high portfolio turnover rate and the use of leverage all contribute to tracking error or correlation risk. There can be no guarantee that the Fund will achieve a high degree of correlation. Failure to achieve a high degree of correlation may prevent the Fund from achieving its investment objective.

Liquidity and Valuation Risk. In certain circumstances, it may be difficult for the Fund to purchase and sell particular investments within a reasonable time at a fair price, or the price at which it has been valued by the Advisor for purposes of the Fund’s NAV, causing the Fund to be less liquid and unable to realize what the Advisor believes should be the price of the investment.

Non-Diversification Risk . The Fund is considered non-diversified and can invest a greater portion of its assets in securities of individual issuers than a diversified fund. As a result, changes in the market value of a single security could cause greater fluctuations in the NAV of Fund shares than would occur in a diversified fund.

Technology Sector Concentration Risk. To the extent that the Fund’s investments are concentrated in the technology sector, the Fund is subject to the risk that the securities of such issuers will underperform the market as a whole due to legislative or regulatory changes, adverse market conditions and/or increased competition affecting that economic sector. The prices of the securities of technology sector companies also may fluctuate widely in response to such events.

Updated performance information is available on the Fund’s website at www.rydex-sgi.com or by calling Rydex | SGI Client Services at 800-820-0888.

The performance information shown below is based on a calendar year.

[Bar chart to be included.]


2007	1.81	%
2008	(45.73	)%
2009	68.73	%
2010	18.27	%
2011	(6.87	)%
2012	[	]


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

AVERAGE ANNUAL TOTAL RETURN (for periods ended December 31, 2012)

Past 1 Year

Past 5 Years

Since Inception
(11/1/2006)

Return Before Taxes

[

Return After Taxes on Distributions

[

Return After Taxes on Distributions and Sale of Fund Shares

[

S&P 500 Equal Weight Index Technology Total Return

(reflects no deduction for fees, expenses or taxes)

[

S&P 500 Index Technology Total Return

(reflects no deduction for fees, expenses or taxes)

[

MANAGEMENT

INVESTMENT ADVISOR – Security Investors, LLC, which operates under the name Guggenheim Investments, serves as the investment adviser of the Fund.

PORTFOLIO MANAGERS

•

Michael P. Byrum , CFA, Senior Vice President of the Advisor. Mr. Byrum has been associated with the Advisor since it was founded in 1993.

•

James R. King, CFA, Portfolio Manager. With the exception of the period from March 15, 2008 to January 18, 2011, Mr. King has been associated with the Advisor since 1996.

•

Ryan A. Harder , CFA, Portfolio Manager. Mr. Harder has been associated with the Advisor since 2004.

result, the Fund’s shares may trade at a price greater than the NAV (at a premium) or less than the NAV (at a discount). Most investors will incur customary brokerage commissions and charges when buying or selling shares of the Fund through a broker-dealer on the Exchange.

G UGGENHEIM S&P 500 ^® E QUAL W EIGHT U TILITIES ETF (RYU)

INVESTMENT OBJECTIVE – The investment objective of the Guggenheim S&P 500 ^® Equal Weight Utilities ETF (the “Fund”) is to replicate as closely as possible, before fees and expenses, the performance of the S&P 500 Equal Weight Index Telecommunication Services & Utilities Total Return (the “Underlying Index”).

FEES AND EXPENSES OF THE FUND –The table below describes the fees and expenses that you may pay if you buy and hold shares of the Fund. Most investors also will incur customary brokerage commissions when buying or selling shares of the Fund, which are not reflected in the table or the Example.


Shareholder Fees (fees paid directly from your investment)	None
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)
Management Fees	0.50	%
Distribution (12b-1) Fees	0.00	%
Other Expenses*	0.00	%
Total Annual Fund Operating Expenses	0.50	%

*	[Other Expenses were less than 0.01% for the fiscal year ended October 31, 2012].

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


1 Year	3 Years	5 Years	10 Years
$51	$160	$280	$628

PRINCIPAL INVESTMENT STRATEGIES – The Fund invests in securities in order to meet its investment objective of replicating its Underlying Index as closely as possible, before fees and expenses. The Underlying Index is an unmanaged equal weighted version of the S&P 500 Utilities Index that consists of the common stocks of the following industries: electric utilities, gas utilities, multi-utilities and unregulated power and water utilities, telecommunication service companies, including fixed-line, cellular, wireless, high bandwidth and fiber-optic cable networks that comprise the telecommunication services and utilities sector of the S&P 500 Index. As of December 31, 2012, the Underlying Index included companies with a capitalization range of $[ ] billion to $[ ] billion. In general, the equal weighting provided by the Underlying Index provides equal representation for all securities at the Underlying Index’s rebalance interval(s), thereby providing broader exposure to the majority of securities in the Underlying Index than typically may be found in the Underlying Index’s market capitalization weighted counterpart.

The Fund uses a passive management strategy, known as “replication,” to track the performance of the Underlying Index. “Replication” refers to investing in substantially all of the securities in the Underlying Index in approximately the same proportions as in the Underlying Index. Under normal circumstances, the Fund will invest at least 90% of its net assets, plus any borrowings for investment purposes, in the equity securities included in the Underlying Index. The Fund may hold up to 10% of its assets in securities not included in the Underlying Index. The Advisor expects that, over time, if the Fund has sufficient assets, the correlation between the Fund’s performance and that of the Underlying Index, before fees and expenses, will be 95% or better. A figure of 100% would indicate perfect correlation. The Advisor monitors the Fund’s tracking of the Underlying Index and seeks to maintain an appropriate correlation. The Advisor rebalances the Fund’s portfolio at the same rebalance interval(s) utilized by the Underlying Index.

Correlation and Tracking Error Risk. A number of factors may affect the Fund’s ability to track its benchmark index or achieve a high degree of correlation with its benchmark either on a single trading day or for a longer time period. Factors such as Fund expenses, imperfect correlation between the Fund’s investments and those of its Underlying Index, rounding of share prices, regulatory policies, high portfolio turnover rate and the use of leverage all contribute to tracking error or correlation risk. There can be no guarantee that the Fund will achieve a high degree of correlation. Failure to achieve a high degree of correlation may prevent the Fund from achieving its investment objective.

Liquidity and Valuation Risk. In certain circumstances, it may be difficult for the Fund to purchase and sell particular investments within a reasonable time at a fair price, or the price at which it has been valued by the Advisor for purposes of the Fund’s NAV, causing the Fund to be less liquid and unable to realize what the Advisor believes should be the price of the investment.

Passive Investment Risk . The Fund has an investment strategy that is designed to track the performance of its Underlying Index and is not actively managed. The Advisor does not base its securities selection based upon its view of the relative benefits and detriments of issuers or securities, and the Advisor does not attempt to purchase or sell securities due to declining market prices or changes in an issuer of a security held by the Fund or otherwise take defensive positions in declining markets. The Fund will purchase, hold or sell securities when an actively managed fund would not do so. Therefore, the Fund may be subject to greater losses in a declining market than a fund that is actively managed.

Trading Halt Risk . An exchange or market may issue trading halts on specific securities or derivatives, or may close early or late, which will affect the ability of the Fund to buy or sell certain securities or derivatives. In such circumstances, the Fund may be unable to rebalance its portfolio, may be unable to accurately price its investments or may incur substantial trading losses.

Telecommunication Services and Utilities Sector Concentration Risk . To the extent that the Fund’s investments are concentrated in the telecommunications services and/or utilities sectors, the Fund is subject to the risk that the securities of such issuers will underperform the market as a whole due to legislative or regulatory changes, adverse market conditions and/or increased competition affecting that economic sector. The prices of the securities of telecommunications services and utilities sector companies also may fluctuate widely in response to such events.

Updated performance information is available on the Fund’s website at www.rydex-sgi.com or by calling Rydex | SGI Client Services at 800-820-0888.

The performance information shown below is based on a calendar year.

[Bar chart to be included.]


2007		10.32%
2008		(30.83)%
2009		20.17%
2010		13.05%
2011		12.65%
2012		[ ]%

Highest Quarter Return

Lowest Quarter Return

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[

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[

AVERAGE ANNUAL TOTAL RETURN (for periods ended December 31, 2012)

Past 1 Year

Past 5 Years

Since Inception
(11/1/2006)

Return Before Taxes

[

Return After Taxes on Distributions

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Return After Taxes on Distributions and Sale of Fund Shares

[

S&P 500 Equal Weight Index Telecommunication Services & Utilities Total Return (reflects no deduction for fees, expenses or taxes)

[

S&P 500 Index Telecommunication Services & Utilities Total Return (reflects no deduction for fees, expenses or taxes)

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MANAGEMENT

INVESTMENT ADVISOR – Security Investors, LLC, which operates under the name Guggenheim Investments, serves as the investment adviser of the Fund.

PORTFOLIO MANAGERS

•

Michael P. Byrum , CFA, Senior Vice President of the Advisor. Mr. Byrum has been associated with the Advisor since it was founded in 1993.

•

James R. King, CFA, Portfolio Manager. With the exception of the period from March 15, 2008 to January 18, 2011, Mr. King has been associated with the Advisor since 1996.

•

Ryan A. Harder , CFA, Portfolio Manager. Mr. Harder has been associated with the Advisor since 2004.

M ORE I NFORMATION A BOUT THE T RUST AND THE F UNDS

Rydex ETF Trust (the “Trust”) is a Delaware statutory trust offering a number of professionally managed investment portfolios, or funds, that are grouped into several categories according to each fund’s investment strategy. This Prospectus describes shares of the following funds (each a “Fund” and together the “Guggenheim Funds”) which are grouped into the following categories:

GUGGENHEIM DOMESTIC EQUAL WEIGHT ETFS – Guggenheim S&P 500 ^® Equal Weight ETF, Guggenheim S&P MidCap 400 ^® Equal Weight ETF, Guggenheim S&P SmallCap 600 ^® Equal Weight ETF, Guggenheim Russell MidCap ^® Equal Weight ETF, Guggenheim Russell 1000 ^® Equal Weight ETF, and Guggenheim Russell 2000 ^® Equal Weight ETF

GUGGENHEIM INTERNATIONAL EQUAL WEIGHT ETFS – Guggenheim MSCI EAFE Equal Weight ETF and Guggenheim MSCI Emerging Markets Equal Weight ETF

GUGGENHEIM S&P 500 ^® EQUAL WEIGHT SECTOR ETFS – Guggenheim S&P 500 ^® Equal Weight Consumer Discretionary ETF, Guggenheim S&P 500 ^® Equal Weight Consumer Staples ETF, Guggenheim S&P 500 ^® Equal Weight Energy ETF, Guggenheim S&P 500 ^® Equal Weight Financials ETF, Guggenheim S&P 500 ^® Equal Weight Health Care ETF, Guggenheim S&P 500 ^® Equal Weight Industrials ETF, Guggenheim S&P 500 ^® Equal Weight Materials ETF, Guggenheim S&P 500 ^® Equal Weight Technology ETF, and Guggenheim S&P 500 ^® Equal Weight Utilities ETF

The general goal of an equal weighted index is to represent the performance of its constituents in equal proportion to one another. In comparison, the degree to which the performance of a constituent of a market capitalization weighted index is represented in the index is dependent on the size of the constituent. For example, the S&P 500 Index tends to be largely representative of a small number of the Index’s largest constituents. The equal representation provided by an equal weighted index provides broader exposure to the index constituents than its market capitalization weighted counterpart. An equal weighted index also mitigates single stock risk arising from the more heavily weighted issues in any market capitalization weighted index as well as the opportunity to realize the outperformance of the smaller constituents in the index. More information about the Funds’ Underlying Indices, including their calculation methodologies, is located in the Statement of Additional Information (“SAI”).

Section 12(d)(1) of the Investment Company Act of 1940 (the “1940 Act”) restricts investments by investment companies in the securities of other investment companies, including shares of the Funds. Registered investment companies are permitted to invest in the Funds beyond the limits set forth in Section 12(d)(1) subject to certain terms and conditions set forth in a U.S. Securities and Exchange Commission (the “SEC”) exemptive order issued to the Trust, including that such investment companies enter into an agreement with the Funds.

Creation Units of a Fund are issued and redeemed principally in-kind for securities included in the Fund’s Underlying Index. EXCEPT WHEN AGGREGATED IN CREATION UNITS, SHARES OF EACH FUND ARE NOT REDEEMABLE SECURITIES.

INVESTMENT OBJECTIVES

The investment objective of each Fund is non-fundamental and may be changed without shareholder approval. Each Fund may change its Underlying Index without shareholder approval. The Advisor, however, will attempt to provide shareholders with 30 days’ prior notice of any such change.

PRINCIPAL INVESTMENT STRATEGIES

For the Guggenheim S&P 500 ^® Equal Weight ETF and each Guggenheim S&P 500 ^® Equal Weight Sector ETF, each Fund’s investment strategy to invest at least 90% of its net assets, plus any borrowings for investment purposes, in the equity securities included in its Underlying Index is a non-fundamental policy that can be changed by the Fund upon 60 days’ prior notice to shareholders. For each Guggenheim Domestic Equal Weight ETF (with the exception of the Guggenheim S&P 500 ^® Equal Weight ETF) and each Guggenheim International Equal Weight ETF, each Fund’s investment policy to invest at least 80% of its net assets, plus any borrowings for investment purposes, in the equity securities included in its Underlying Index or a representative sampling thereof is a non-fundamental policy that can be changed by the Fund upon 60 days’ prior notice to shareholders.

In managing the Funds, the Advisor uses a “passive” investment strategy meaning that the Advisor does not attempt to select securities based on their individual potential to perform better than the market. The Advisor’s primary objective is to correspond to the performance of each Fund’s benchmark as closely as possible. The Advisor uses quantitative analysis techniques to structure each Fund to obtain the highest correlation to its particular benchmark. The Advisor does not engage in temporary defensive investing, keeping each Fund’s assets fully invested in all market environments. As a result, the Funds may be more vulnerable to market movements that are adverse to the Funds’ investment objectives than funds that engage in temporary defensive investing strategies. The Advisor monitors each Fund on an ongoing basis, and makes adjustments to its portfolio, as necessary, to minimize tracking error and to maximize liquidity.

PRINCIPAL INVESTMENT RISKS

This section provides additional information regarding the principal risks described under “Principal Risks” in the Fund Summaries. Risk information may not be applicable to each Fund. Please consult the Fund Summaries sections to determine which risks are applicable to a particular Fund.

Capitalization Risk. The 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, the Fund may be subject to the risk that the pre-dominate capitalization range represented in the Underlying Index may underperform other segments of the equity market or the equity market as a whole. Larger, more established companies may be unable to respond quickly to new competitive challenges such as changes in technology and may not be able to attain the high growth rate of smaller companies, especially during extended periods of economic expansion. 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.

Correlation and Tracking Error Risk . A number of factors may affect the Fund’s ability to track its benchmark index or achieve a high degree of correlation with its benchmark either on a daily basis or for a longer time period. There can be no guarantee that the Fund will achieve a high degree of correlation. Failure to achieve a high degree of correlation may prevent the Fund from achieving its investment objective. A number of factors may adversely affect the Fund’s correlation with its benchmark, including fees, expenses, transaction costs, income items, accounting standards and disruptions or illiquidity in the markets for the securities or financial instruments in which the Fund invests. The Fund may not have investment exposure to all securities in its Underlying Index, or its weighting of investment exposure to such securities or industries may be different from that of its Underlying Index. In addition, the Fund may invest in securities or financial instruments not included in its Underlying Index. The Fund may be subject to large movements of assets into and out of the Fund, potentially resulting in the Fund being over- or under-exposed to its benchmark.

Counterparty Credit Risk. The Fund can invest in financial instruments (including repurchase agreements and reverse repurchase agreements) and OTC-traded derivatives (including equity index swap agreements) involving counterparties for the purpose of gaining exposure to a particular group of securities, index or asset class without actually purchasing those securities or investments, or to hedge a position. Such financial instruments may include, among others, total return, index, interest rate, and credit default swap agreements. The Fund will use short-term counterparty agreements to exchange the returns (or differentials in rates of return) earned or realized in particular predetermined investments or instruments. Through these investments, the Fund is exposed to credit risks that the counterparty may be unwilling or unable to make timely payments to meet its contractual obligations or may fail to return holdings that are subject to the agreement with the counterparty. If the counterparty becomes bankrupt or default on its payment obligations to the Fund, the Fund may not receive the full amount that it is entitled to receive. If this occurs, the value of your shares in the Fund will decrease.

To the extent the Fund’s financial instrument counterparties are concentrated in the financial services sector, the Fund bears the risk that those counterparties may be adversely affected by legislative or regulatory changes, adverse market conditions, increased competition, and/or wide scale credit losses resulting from financial difficulties or borrowers affecting that economic sector.

Currency Risk. The 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 sovereign debt levels and trade deficits; domestic and foreign inflation and interest rates and investors’ expectations concerning those rates; currency exchange rates; investment and trading activities of other funds, including hedge funds and currency funds; and global or regional political, economic or financial events and situations and the imposition of currency controls or other political developments in the U.S. or abroad. While the Fund may engage in currency hedging transactions, it generally does not intend to do so.

The Fund may have indirect and direct exposure to the euro, which has experienced increased volatility in recent months. The increased volatility in the price of euro, which has fluctuated widely over the past several years, is due, in part, to concern over the sovereign debt levels of certain European Union (EU) members and the potential effect of this debt on EU members’ participation in the European Monetary Union and the value of the euro. If such volatility persists, the euro may not maintain its current purchasing power in the future. A decline in the price of the euro may adversely affect the Fund’s performance.

Depositary Receipt Risk. The 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. The 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 the 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 the 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 the Fund. The 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.

Derivatives Risk . The Fund may invest a percentage of its assets in derivatives, such as equity index swaps, futures and options contracts, to pursue its investment objective. The use of such derivatives may expose the Fund to risks in addition to and greater than those associated with investing directly in the securities underlying those derivatives. Derivatives may pose risks in addition to and greater than those associated with investing directly in securities or other investments, including risks relating to leverage, imperfect correlations with underlying investments or the Fund’s other portfolio holdings, lack of availability, counterparty credit, liquidity and valuation.

investments or instruments. Risks associated with the use of swap agreements are different from those associated with ordinary portfolio securities transactions, due to the fact they could be considered illiquid and currently usually trade on the OTC market, which is an unregulated market. Swaps are particularly subject to counterparty credit, correlation, valuation, liquidity and leveraging risks.

The Dodd-Frank Wall Street Reform and Consumer Protection Act and related regulatory developments will ultimately require the clearing and exchange-trading of many OTC derivative instruments that the CFTC and SEC recently defined as “swaps.” Mandatory exchange-trading and clearing will occur on a phased-in basis based on the type of market participant and CFTC approval of contracts for central clearing. The Advisor will continue to monitor developments in this area, particularly to the extent regulatory changes affect the Funds ability to enter into swap agreements.

Futures Contracts Risk. Futures contracts are typically exchange-traded contracts that call for the future delivery of an asset at a certain price and date, or cash settlement of the terms of the contract. Risks of futures contracts may be caused by an imperfect correlation between movements in the price of the instruments and the price of the underlying securities. In addition, there is the risk that a Fund may not be able to enter into a closing transaction because of an illiquid market. Futures markets are highly volatile and the use of futures may increase the volatility of the Funds’ NAV. Exchanges can limit the number of options that can be held or controlled by the Fund or its adviser, thus limiting the ability to implement the fund strategies. Futures are also subject to leveraging risk and can be subject to liquidity risk.

Options Contracts Risk. The buyer of an option acquires the right to buy (a call option) or sell (a put option) a certain quantity of a security (the underlying security) or instrument at a certain price up to a specified point in time. The seller or writer of an option is obligated to sell (a call option) or buy (a put option) the underlying security. Options are subject to correlation risks. The writing and purchase of options is a highly specialized activity as the successful use of futures options depends on the Advisor’s ability to predict correctly future price fluctuations and the degree of correlation between the options and securities markets. Exchanges can limit the number of futures options that can be held or controlled by the Fund or its adviser, thus limiting the ability to implement the fund strategies. Options are also particularly subject to leverage risk and can be subject to liquidity risk. Because option premiums paid or received by the Fund are small in relation to the market value of the investments underlying the options, the Fund is exposed to the risk that buying and selling put and call options can be more speculative than investing directly in securities.

Emerging Markets Risk. Emerging markets, which consist of countries that have an emerging stock market as defined by Standard & Poor’s ^® , countries or markets with low- to middle-income economies as classified by the World Bank, and other countries or markets with similar characteristics as determined by the Advisor, can be more volatile than the U.S. market due to increased risks of adverse issuer, political, regulatory, market, or economic developments and can perform differently from the U.S. market. Emerging markets are often dependent upon commodity prices and international trade, and can be subject to greater social, economic, regulatory, and political uncertainties potentially resulting in extreme market volatility. As a result, the securities of emerging market issuers may present market, credit, currency, liquidity, legal, political and other risks different from, or greater than, the risks of investing in securities of developed foreign countries. For example, investments in emerging markets are subject to a greater risk of loss due to expropriation, nationalization, confiscation or assets and other property. In addition, the risks associated with investing in a narrowly defined geographic area are generally more pronounced with respect to investments in emerging market countries. The Fund also may be subject to this risk with respect to its investments in other securities or financial instruments whose returns are related to the returns of emerging market securities.

shares are currently listed on the Exchange, there can be no assurance that an active trading market for shares will develop or be maintained. ETF Shares also will be subject to intraday price performance risk because the Fund is rebalanced at or about the time of its NAV calculation. As such, the intraday position of the Fund will generally be different from the Fund’s stated investment objective. When shares are bought intraday, the performance of the Fund’s shares relative to the Underlying Index until the Fund’s next NAV calculation time will generally be greater than or less than the Fund’s stated multiple.

Foreign Issuer Exposure Risk. The Fund may invest in securities or obligations of foreign companies directly and in financial instruments, such as ADRs, GDRs and exchange-traded investment pools, which are indirectly linked to the performance of foreign issuers or commodities. Foreign markets can be more volatile than the U.S. market due to increased risks of adverse issuer, political, regulatory, market, or economic developments and can perform differently from the U.S. market. Investing in securities or obligations of foreign companies directly, or in financial instruments that are indirectly linked to the performance of foreign issuers or commodities, may involve risks not typically associated with investing in U.S. issuers. The value of financial instruments denominated in foreign currencies, and of distributions from such financial instruments, can change significantly when foreign currencies strengthen or weaken relative to the U.S. dollar. Foreign markets generally have less trading volume and less liquidity than U.S. markets, and prices in some foreign markets may fluctuate more than those of financial instruments traded on U.S. markets. 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. 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 the Fund may at time be unable to sell its foreign investments at desirable prices. For the same reason, the Fund may at times find it difficult to value its foreign investments. Transaction costs and costs associated with custody services are generally higher for foreign securities than they are for U.S. securities. Some foreign governments levy withholding taxes against dividend and interest income. Although in some countries portions of these taxes are recoverable, the non-recovered portion will reduce the income received by the Fund.

Geographic Concentration Risk. Funds that are less diversified across countries or geographic regions are generally riskier than more geographically diversified funds. 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. In addition, many of these countries and regions have recently experienced economic downturns, making their markets more volatile than U.S. markets.

Asia. Certain Asian economies have experienced over-extension of credit, currency devaluations and restrictions, high unemployment, high inflation, decreased exports and economic recessions. Economic events in any one country can have a significant economic effect on the entire Asian region as well as on major trading partners outside Asia and any adverse event in the Asian markets may have a significant adverse effect on certain emerging markets and the Hong Kong and Taiwanese economies.

Europe. The European economy is diverse and includes both large, competitive economies and small, struggling economies. As a whole, the European Union is the wealthiest and largest economy in the world. However, recent market events affecting several of the European Union (EU) member countries have adversely affected the sovereign debt issued by those countries, and contributed to increased volatility in the value of the euro. The Economic and Monetary Union of 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, and recessions in EU economies may have a significant adverse effect on the economies of EU member countries and their trading partners. The European financial markets have recently experienced volatility due to concerns about rising government debt levels of several European countries, including Greece, Spain, Ireland, Italy and Portugal. Economic uncertainty may have an adverse effect on the value of the Fund’s investments.

United States. The United States is a significant trading partner of many emerging markets in which the Fund invests. The United States economy has traditionally been considered to be one of the most stable and productive economies in the world. However, the recent financial crisis, decreasing U.S. imports, new trade regulations, changes in the U.S. dollar exchange rates, and increasing public debt pose concerns for many of the United States’ trading partners that depend on its historically high levels of consumer spending and foreign investment.

Investment in Investment Companies Risk. The Fund may purchase shares of investment companies, such as ETFs, unit investment trusts, and closed-end investment companies to gain exposure to particular component securities of the Fund’s Underlying Index or when such investments present a more cost efficient alternative to investing directly in securities. When the Fund invests in an investment company, in addition to directly bearing the expenses associated with its own operations, it will bear a pro rata portion of the investment company’s expenses. For example, an investor in the Fund may receive taxable gains as a result of an underlying fund’s portfolio transactions in addition to the taxable gains attributable to the Fund’s transactions in shares of the underlying fund. Further, in part because of these additional expenses, the performance of an investment company may differ from the performance the Fund would achieve if it invested directly in the underlying investments of the investment company. In addition, while the risks of owning shares of an investment company generally reflect the risks of owning the underlying investments of the investment company, the Fund may be subject to additional or different risks than if the Fund had invested directly in the underlying investments. For example, shares of an ETF are traded at market prices, which may vary from the NAV of its underlying investments. Also, the lack of liquidity in an ETF can contribute to the increased volatility of its value in comparison to the value of the underlying portfolio securities. In addition, the Fund and certain of the underlying funds may invest in investment companies or other pooled investment vehicles that are not registered pursuant to the 1940 Act and therefore, not subject to the regulatory scheme of the 1940 Act.

Exchange-Traded Fund Risk . The Fund may invest in shares of ETFs to gain exposure to its Underlying Index. ETFs are pooled investment vehicles, which may be managed or unmanaged, that generally seek to track the performance of a specific index. Although individual shares of an ETF are traded on an exchange (such as the NYSE or NASDAQ), large blocks of shares of ETFs are redeemable at NAV. This ability to redeem large blocks of shares has historically resulted in the market price of individual shares of ETFs being at or near the NAV of the ETF’s underlying investments. However, shares of ETFs may trade below their NAV. The NAV of shares will fluctuate with changes in the market value of the ETF’s holdings. The trading prices of shares will fluctuate in accordance with changes in NAV as well as market supply and demand. The difference between the bid price and ask price, commonly referred to as the “spread,” will also vary for an ETF depending on the ETF’s trading volume and market liquidity. Generally, the greater the trading volume and market liquidity, the smaller the spread is and vice versa. Any of these factors may lead to an ETF’s shares trading at a premium or a discount to NAV. Such exchange-traded products may include commodity pools that are registered pursuant to the Securities Act of 1933 and the Commodity Exchange Act.

Liquidity and Valuation Risk. In certain circumstances, it may be difficult for the Fund to purchase and sell particular investments within a reasonable time at a fair price. To the extent that there is not an established liquid market for instruments in which the Fund may invest, trading in such instruments may be relatively inactive. In addition, during periods of reduced market liquidity or in the absence of readily available market quotations for particular investments in the Fund’s portfolio, the ability of the Fund to assign an accurate daily value to these investments may be difficult and the Advisor may be required to fair value the investments. For additional information about fair valuation, see “Calculating NAV.”

market conditions which are not specifically related to a particular issuer, such as real or perceived adverse economic conditions or changes in interest or currency rates. The value of securities convertible into equity securities, such as warrants or convertible debt, is also affected by prevailing interest rates, the credit quality of the issuer and any call provision. Fluctuations in the value of securities and financial instruments in which the Fund invests will cause the NAV of the Fund to fluctuate. Historically, the markets have moved in cycles, and the value of the Fund’s securities and other financial instruments may fluctuate drastically from day to day.

Non-Diversification Risk. To the extent that the Fund invests a significant percentage of its assets in a limited number of issuers, the Fund is subject to the risks of investing in those few issuers, and may be more susceptible to a single adverse economic or regulatory occurrence. As a result, changes in the market value of a single security could cause greater fluctuations in the NAV of Fund shares than would occur in a diversified fund.

OTC Trading Risk. Certain of the derivatives in which the Fund may invest may be traded (and privately negotiated) in the OTC market. While the OTC derivatives market is the primary trading venue for many derivatives, it is largely unregulated. As a result, and similar to other privately negotiated contracts, the Fund is subject to counterparty credit risk with respect to such derivative contracts.

Passive Investment/Index Strategy Risk . The Fund is not actively “managed.” The Advisor does not base its securities selection based upon the Advisor’s view of the relative benefits and detriments of issuers and the Advisor does not attempt to sell securities due to declining market prices or changes in an issuer of a security held by the Fund or otherwise take defensive positions in declining markets. Therefore, unless a specific security is removed from the Underlying Index, the Fund generally would not sell a security because the security’s issuer was in financial trouble. If a specific security is removed from the Underlying Index, the Fund may be forced to sell such security at an inopportune time or for a price other than the security’s current market value. An investment in the Fund involves risks similar to those of investing in any equity securities traded on an exchange, such as market fluctuations caused by such factors as economic and political developments, changes in interest rates and perceived trends in security prices. You should anticipate that the value of Fund shares will decline, more or less, in correspondence with any decline in value of the Fund’s Underlying Index. The Underlying Index may not contain the appropriate mix of securities for any particular economic cycle, and the timing of movements from one type of security to another in seeking to replicate the Underlying Index could have a negative effect on the Fund. Unlike with an actively managed fund, the Advisor does not use techniques or defensive strategies designed to lessen the effects of market volatility or to reduce the impact of periods of market decline. This means that, based on market and economic conditions, the Fund’s performance could be lower than other types of mutual funds that may actively shift their portfolio assets to take advantage of market opportunities or to lessen the impact of a market decline.

Sector Concentration Risk. The Sector Concentration Risk applicable to each Fund is as follows:

Consumer Discretionary Sector Concentration Risk . The risk that the securities of issuers in the consumer discretionary sector that the Fund purchases will underperform the market as a whole. To the extent that the Fund’s investments are concentrated in issuers conducting business in the consumer discretionary sector, the Fund is subject to legislative or regulatory changes, adverse market conditions and/or increased competition affecting the consumer discretionary sector. The performance of consumer discretionary companies has historically been closely tied to the performance of the overall economy, and is also affected by interest rates, competition, consumer confidence and relative levels of disposable household income and seasonal consumer spending. Changes in demographics and consumer tastes can also affect the demand for, and success of, consumer products in the marketplace.

Consumer Staples Sector Concentration Risk. The risk that the securities of issuers in the consumer staples sector that the Fund purchases will underperform the market as a whole. To the extent that the Fund’s investments are concentrated in issuers conducting business in the consumer staples sector, the Fund is subject to legislative or regulatory changes, adverse market conditions and/or increased competition affecting the consumer staples sector. The performance of consumer staples companies has historically been closely tied to

the performance of the overall economy, and is also affected by interest rates, competition, consumer confidence and relative levels of disposable household income and seasonal consumer spending. The performance of consumer staples companies are subject to government regulations, such as those affecting the permissibility of using various food additives and production methods, which could affect company profitability. Tobacco companies may be adversely affected by the adoption of proposed legislation and/or by litigation. Also, the success of food and soft drinks may be strongly affected by fads, marketing campaigns and other factors affecting supply and demand.

Energy Sector Concentration Risk. The risk that the securities of, or financial instruments tied to the performance of, issuers in the energy sector that the Fund purchases will underperform the market as a whole either by declining in value or failing to perform as well. To the extent that the Fund’s investments are concentrated in issuers conducting business in the energy sector, the Fund is subject to legislative or regulatory changes, adverse market conditions and/or increased competition affecting that economic sector. The prices of the securities of energy companies may fluctuate widely due to changes in value and dividend yield, which depend largely on the price and supply of energy fuels, international political events relating to oil producing countries, energy conservation, the success of exploration projects, civil liabilities (including those for environmental damage) and tax and other governmental regulatory policies.

Financial Sector Concentration Risk. The risk that the securities of issuers in the financial sector that the Fund purchases will underperform the market as a whole. To the extent the Fund’s investments are concentrated in issuers conducting business in the financial sector, the Fund is subject to legislative or regulatory changes, adverse market conditions and/or increased competition affecting the financial sector. Financial companies are subject to extensive governmental regulation which may limit both the amounts and types of loans and other financial commitments they can make, and the interest rates and fees they can charge. Profitability is largely dependent on the availability and cost of capital funds, and can fluctuate significantly when interest rates change or due to increased competition. In addition, the recent deterioration of the credit markets generally has caused an adverse impact in a broad range of markets, including U.S. and international credit and interbank money markets generally, thereby affecting a wide range of financial institutions and markets. Recent events in the financial sector have resulted, and may continue to result, in an unusually high degree of volatility in the financial markets, both domestic and foreign, and caused certain financial services companies to incur large losses. Numerous financial services companies have experienced substantial declines in the valuations of their assets, taken action to raise capital (such as the issuance of debt or equity securities), or even ceased operations. These actions have caused the securities of many financial services companies to experience a dramatic decline in value. Credit losses resulting from financial difficulties of borrowers and financial losses associated with investment activities can negatively impact the sector. Insurance companies may be subject to severe price competition.

Health Care Sector Concentration Risk. The risk that the securities of issuers in the health care sector that the Fund purchases will underperform the market as a whole. To the extent that the Fund’s investments are concentrated in issuers conducting business in the health care sector, the Fund is subject to legislative or regulatory changes, adverse market conditions and/or increased competition affecting that economic sector. The prices of the securities of health care companies may fluctuate widely due to government regulation and approval of their products and services, which can have a significant effect on their price and availability. Furthermore, the types of products or services produced or provided by these companies may quickly become obsolete. Moreover, liability for products that are later alleged to be harmful or unsafe may be substantial, and may have a significant impact on a health care company’s market value and/or share price.

Industrials Sector Concentration Risk. The risk that the securities of issuers in the industrials sector that the Fund purchases will underperform the market as a whole. To the extent that the Fund’s investments are concentrated in issuers conducting business in the industrials sector, the Fund is subject to legislative or regulatory changes, adverse market conditions and/or increased competition affecting that economic sector. The prices of the securities of industrials companies may fluctuate widely due to the level and volatility of commodity prices, the exchange value of the dollar, import controls, worldwide competition, liability for

environmental damage, depletion of resources, and mandated expenditures for safety and pollution control devices. Further, the prices of securities of industrials companies, specifically transportation companies, may fluctuate widely due to their cyclical nature, occasional sharp price movements that may result from changes in the economy, fuel prices, labor agreement, and insurance costs, the recent trend of government deregulation, and increased competition from foreign companies, many of which are partially funded by foreign governments and which may be less sensitive to short-term economic pressures.

Materials Sector Concentration Risk. The risk that the securities of issuers in the materials sector that the Fund purchases will underperform the market as a whole. To the extent that the Fund’s investments are concentrated in issuers conducting business in the materials sector, the Fund is subject to legislative or regulatory changes, adverse market conditions and/or increased competition affecting that economic sector. The prices of the securities of materials companies may fluctuate widely due to the level and volatility of commodity prices, the exchange value of the dollar, import controls, worldwide competition, liability for environmental damage, depletion of resources, and mandated expenditures for safety and pollution control devices.

Technology Sector Concentration Risk. The risk that the securities of issuers in the technology sector that the Fund purchases will underperform the market as a whole. To the extent that the Fund’s investments are concentrated in issuers conducting business in the technology sector, the Fund is subject to legislative or regulatory changes, adverse market conditions and/or increased competition affecting that economic sector. The prices of the securities of technology companies may fluctuate widely due to competitive pressures, increased sensitivity to short product cycles and aggressive pricing, problems relating to bringing their products to market, very high price/earnings ratios, and high personnel turnover due to severe labor shortages for skilled technology professionals.

Telecommunication Services & Utilities Sector Concentration Risk. The risk that the securities of issuers in the telecommunication services and utilities sectors that the Fund purchases will underperform the market as a whole. To the extent that the Fund’s investments are concentrated in issuers conducting business in the telecommunication services and/or utilities sector, the Fund is subject to legislative or regulatory changes, adverse market conditions and/or increased competition affecting that economic sector. The prices of the securities of telecommunication services companies may fluctuate widely due to both federal and state regulations governing rates of return and services that may be offered, fierce competition for market share, and competitive challenges in the U.S. from foreign competitors engaged in strategic joint ventures with U.S. companies, and in foreign markets from both U.S. and foreign competitors. In addition, recent industry consolidation trends may lead to increased regulation of telecommunications companies in their primary markets. The prices of the securities of utilities companies may fluctuate widely due to government regulation; the effect of interest rates on capital financing; competitive pressures due to deregulation in the utilities industry; supply and demand for services; increased sensitivity to the cost of natural resources required for energy production; and environmental factors such as conservation of natural resources or pollution control.

PORTFOLIO HOLDINGS

A description of the Funds’ policies and procedures with respect to the disclosure of Fund portfolio securities is available in the SAI.

M ANAGEMENT OF THE F UNDS

INVESTMENT ADVISOR

The Advisor, Security Investors, LLC, which operates under the name Guggenheim Investments, is located at 805 King Farm Boulevard, Suite 600, Rockville, Maryland 20850 and serves as investment adviser of the Funds. The Advisor has served as the investment adviser of each Fund since its inception.

The Advisor makes investment decisions for the assets of the Funds and continuously reviews, supervises, and administers each Fund’s investment program. The Board of Trustees of the Trust supervises the Advisor and establishes policies that the Advisor must follow in its day-to-day management activities. Pursuant to an investment advisory agreement between the Trust and the Advisor, the Funds paid the Advisor a fee at an annualized rate for the fiscal year ended October 31, 2012, based on the average daily net assets of each Fund, as set forth below:


Fund		Advisory Fee
Guggenheim S&P 500 ^® Equal Weight ETF		0.40%
Guggenheim S&P MidCap 400 ^® Equal Weight ETF		0.40%
Guggenheim S&P SmallCap 600 ^® Equal Weight ETF		0.40%
Guggenheim Russell MidCap ^® Equal Weight ETF		0.40%
Guggenheim Russell 1000 ^® Equal Weight ETF		0.40%
Guggenheim Russell 2000 ^® Equal Weight ETF		0.40%
Guggenheim MSCI EAFE Equal Weight ETF		0.55%
Guggenheim MSCI Emerging Markets Equal Weight ETF		0.70%
Guggenheim S&P 500 ^® Equal Weight Consumer Discretionary ETF		0.50%
Guggenheim S&P 500 ^® Equal Weight Consumer Staples ETF		0.50%
Guggenheim S&P 500 ^® Equal Weight Energy ETF		0.50%
Guggenheim S&P 500 ^® Equal Weight Financials ETF		0.50%
Guggenheim S&P 500 ^® Equal Weight Health Care ETF		0.50%
Guggenheim S&P 500 ^® Equal Weight Industrials ETF		0.50%
Guggenheim S&P 500 ^® Equal Weight Materials ETF		0.50%
Guggenheim S&P 500 ^® Equal Weight Technology ETF		0.50%
Guggenheim S&P 500 ^® Equal Weight Utilities ETF		0.50%

The Advisor bears all of its own costs associated with providing these advisory services and the expenses of the members of the Board of Trustees who are affiliated with the Advisor. The Advisor may make payments from its own resources to broker-dealers and other financial institutions in connection with the sale of Fund shares. As part of its agreement with the Trust, the Advisor has contractually agreed to pay all operating expenses of the Funds, including the cost of index licensing fees, transfer agency, custody, fund administration, legal, audit and other services, except management fees, interest expense, taxes (expected to be de minimis), brokerage commissions and other expenses connected with execution of portfolio transactions, short dividend expenses, expenses of the Independent Trustees (including any Trustees’ counsel fees), and extraordinary expenses. Acquired Fund Fees and Expenses are not direct operating expenses of the Funds, but are fees and expenses of the investment companies in which the Funds invest. As a result, the Advisor’s obligation to pay certain operating expenses of the Funds does not extend to Acquired Fund Fees and Expenses.

The Funds invest in a money market fund pursuant to a cash sweep agreement, and may invest in other investment companies. As a shareholder in a money market fund or other investment company, the Funds will indirectly bear their proportionate share of the fees and expenses of such money market fund or investment company. The money market fund’s fees and expenses amount to less than .001%. With the exception of the Guggenheim MSCI Emerging Markets Equal Weight ETF, the Funds’ fees and expenses incurred indirectly by the Funds as a result of investments in other investment companies will be less than [0.01%].

The Advisor has contractually agreed to reduce fees and/or reimburse expenses to the extent necessary in order to keep net expenses (excluding interest, taxes, brokerage commissions, and dividends on securities sold short, and extraordinary expenses) from exceeding the Guggenheim MSCI Emerging Markets Equal Weight ETF’s average daily net assets as follows:


Fund	Expense Cap
Guggenheim MSCI Emerging Markets Equal Weight ETF		[0.70	%]

The contractual expense limitation will be honored by the Advisor through [February 28, 2014]. The expense limitation may be renewed by the Advisor for subsequent periods thereafter. To maintain these expense limit, the Advisor may reduce a portion of its management fees and/or reimburse certain expenses of the Fund. This Agreement may be terminated only with the approval of the Fund’s Board of Trustees. In any event, this undertaking will continue for at least twelve months from the date of this Prospectus.

A discussion regarding the basis for the Board’s most recent approval of the Funds’ investment advisory agreement in September 2011 is available in the Funds’ October 31, 2011 Annual Report to Shareholders, which covers the period November 1, 2010 to October 31, 2011.

For the Guggenheim S&P MidCap 400 ^® Equal Weight ETF and the Guggenheim S&P SmallCap 600 ^® Equal Weight ETF, the Advisor may hire one or more sub-advisers to oversee the day-to-day activities of the Funds. The Advisor and the Funds rely on an exemptive order the U.S. Securities and Exchange Commission to be able to function as a multi-manager structure. The order allows the Advisor to hire, replace or terminate unaffiliated sub-advisers without the approval of shareholders. The order also allows the Advisor to revise a sub-advisory agreement with an unaffiliated sub-adviser with the approval of the Fund Board, 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 Advisor 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 whether a sub-adviser’s contract should be renewed, modified or terminated.

The Advisor does not expect to recommend frequent changes of sub-advisers. Although the Advisor 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.

For each other Fund, the Advisor’s ability to hire one or more sub-advisers to oversee the day-to-day activities of the Funds in reliance on the exemptive order is subject to shareholder approval. At such time as shareholder approval is obtained and the Advisor intends to hire one or more sub-advisers in reliance on the Funds’ exemptive order, the Advisor will notify shareholders.

PORTFOLIO MANAGEMENT

The Funds are managed by a team of investments professionals, and on a day-to-day basis, the following three individuals are jointly and primarily responsible for the management of the Funds.

Metals, Government Long Bond 1.2x Strategy, Inverse Government Long Bond Strategy, Inverse S&P 500 Strategy and Inverse NASDAQ-100 ^® Strategy Funds, and helped to create the Sector Funds. He was named Vice President of Portfolio for the Advisor in 1998, and Executive Vice President in 2000. Prior to joining the Advisor, Mr. Byrum worked for Money Management Associates, the investment adviser for Rushmore Funds, Inc. He holds a degree in finance from Miami University of Ohio and is a member of the CFA Institute and the Washington Society of Investment Analysts.

James R. King, CFA, Portfolio Manager – Mr. King rejoined the Advisor in 2011 as the lead portfolio manager for exchange-traded products. In the interval between 2008 and 2011, he served as special consultant to a pair of hedge funds ventures, one focused on long-short equity and the other on market neutral statistical arbitrage. Prior to that, he served at the Advisor in a variety of roles ranging from shareholder services representative to portfolio manager and director of trading. At the time of his departure in 2008, he was director of portfolio management, overseeing a suite of trader-friendly mutual funds with nearly $15 billion in assets. Mr. King holds a bachelor’s degree in finance from the University of Maryland, and has earned the Chartered Financial Analyst ^® designation. He has been quoted in several publications such as The Wall Street Journal, Reuters and BusinessWeek. He has also been a speaker at several industry events, discussing ETFs, trading strategies, index construction, and trader-friendly mutual funds.

Ryan A. Harder, CFA, Portfolio Manager – Mr. Harder is involved in the management of each series of Rydex Series Funds, Rydex Dynamic Funds, Rydex Variable Trust, and Rydex ETF Trust, but focuses particularly on the management of the Domestic Equity, International Equity, Fixed Income, and Alternatives Funds. Mr. Harder joined the Advisor in 2004 as an Assistant Portfolio Manager, was promoted to Portfolio Manager in 2005 and has served in his current capacity since 2008. He was instrumental in the launch of the Multi-Hedge Strategies, High Yield Strategy and Inverse High Yield Strategy Funds. Prior to joining the Advisor, Mr. Harder served in various capacities with WestLB Asset Management, including as an Assistant Portfolio Manager, and worked in risk management at CIBC World Markets. He holds a B.A. in Economics from Brock University in Ontario, Canada and a Master of Science in International Securities, Investment and Banking from the ICMA Centre at the University of Reading in the U.K.

Additional information about the portfolio managers’ compensation, other accounts managed by the portfolio managers, and the portfolio managers’ ownership of securities in the Funds is available in the SAI.

S HAREHOLDER I NFORMATION

CALCULATING NAV

Each Fund calculates its NAV by:

•

Taking the current market value of its total assets

•

Subtracting any liabilities

•

Dividing that amount by the total number of shares owned by shareholders

The Funds calculate NAV as of the regularly scheduled close of normal trading on each day that the Exchange is open for business (a “Business Day”) (normally, 4:00 p.m., Eastern Time).

In calculating NAV, each Fund generally values its investment portfolio at market prices. Portfolio securities and other investments are generally valued at market value when market quotations are readily available. 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. If market prices are unavailable or the Advisor thinks that they are unreliable, or when the value of a security has been materially affected by events occurring after the relevant market closes, the Advisor will price those securities at fair value as determined in good faith using methods approved by the Board of Trustees and subject to the Board of Trustees’ oversight.

If the Advisor uses fair value pricing to value its securities, it may value those securities higher or lower than another fund that uses market quotations or its own fair value procedures to price the same securities.

EXPLANATION OF CERTAIN FUND FEES AND EXPENSES

Acquired Fund Fees and Expenses – As a shareholder in other investment companies, which may include other mutual funds, closed-end funds, and business development companies (the “Acquired Funds”), a Fund may indirectly bear its proportionate share of the fees and expenses of the Acquired Funds. “Acquired Fund Fees and Expenses” are based upon (i) the approximate allocation of the Fund’s assets among the Acquired Funds and the (ii) net expenses (excluding interest, taxes and extraordinary expenses) of the Acquired Funds during their most recently completed fiscal year. “Acquired Fund Fees and Expenses” are not direct costs paid by Fund shareholders and do not affect the calculation of the Fund’s net asset value or the Fund’s cost of operations. “Acquired Fund Fees and Expenses” will vary with changes in the expenses of the Acquired Funds, as well as allocation of the Fund’s assets, and may be higher or lower than those shown.

B UYING AND S ELLING F UND S HARES

Fund shares are listed for secondary trading on the Exchange. When you buy or sell a Fund’s shares on the secondary market, you will pay or receive the market price. Most investors will buy and sell shares of the Funds in secondary market transactions through brokers. Shares can be bought and sold throughout the trading day like other publicly traded securities. Most investors will incur customary brokerage commissions and charges when buying or selling shares through a broker.

The secondary markets are closed on weekends and also are generally closed on the following holidays: New Year’s Day, Martin Luther King, Jr. Day, Presidents’ Day, Good Friday, Memorial Day (observed), Independence Day, Labor Day, Columbus Day, Veterans’ Day, Thanksgiving Day, and Christmas Day.

SHARE TRADING PRICES

The trading prices of a Fund’s shares listed on the Exchange may differ from the Fund’s daily NAV and can be affected by market forces of supply and demand, economic conditions and other factors. The Exchange intends to disseminate the approximate value of the portfolio underlying a share of a Fund every fifteen seconds. This approximate value should not be viewed as a “real-time” update of the NAV of a Fund because the approximate value may not be calculated in the same manner as the NAV, which is computed once a day. The Funds are not involved in, or responsible for, the calculation or dissemination of such values and make no warranty as to their accuracy.

ACTIVE INVESTORS AND MARKET TIMING

Shares of the Funds are listed for trading on the Exchange, which allows retail investors to purchase and sell individual shares at market prices throughout the trading day similar to other publicly traded securities. The Trust’s Board of Trustees has determined not to adopt policies and procedures designed to prevent or monitor for frequent purchases and redemptions of the Funds’ shares because the Funds sell and redeem their shares at NAV only in Creation Units pursuant to the terms of a Participant Agreement between the authorized participant and Rydex Distributors, LLC (the “Distributor”), the Funds’ distributor, principally in exchange for a basket of securities that mirrors the composition of each Fund’s portfolio and a specified amount of cash. The Funds also impose a transaction fee on such Creation Unit transactions that is designed to offset the Funds’ transfer and other transaction costs associated with the issuance and redemption of the Creation Unit shares.

DISTRIBUTION PLAN

The Funds have adopted a Distribution Plan (the “Plan”) that allows the Funds to pay distribution fees to the Distributor and other firms that provide distribution services (“Service Providers”). If a Service Provider provides distribution services, the Funds will pay distribution fees to the Distributor at an annual rate not to exceed 0.25% of average daily net assets, pursuant to Rule 12b-1 under the 1940 Act. The Distributor will, in turn, pay the Service Provider out of its fees.

100

No distribution fees are currently charged to the Funds; there are no plans to impose these fees, and no such fees will be charged prior to [March 1, 2014]. However, in the event that 12b-1 fees are charged in the future, because the Funds pay these fees out of assets on an ongoing basis, over time these fees may cost you more than other types of sales charges and will increase the cost of your investment.

D IVIDENDS AND D ISTRIBUTIONS

The Funds pay out dividends to shareholders at least annually. Each Fund distributes its net capital gains, if any, to shareholders annually.

A DDITIONAL T AX I NFORMATION

The following is a summary of some important tax issues that affect the Funds and their shareholders. The summary is based on current tax laws, which may be changed by legislative, judicial or administrative action. You should not consider this summary to be a detailed explanation of the tax treatment of the Funds, or the tax consequences of an investment in the Funds. More information about taxes is located in the SAI. You are urged to consult your tax adviser regarding specific questions as to federal, state and local income taxes.

TAX STATUS OF EACH FUND

Each Fund is treated as a separate entity for federal tax purposes, and intends to qualify for the special tax treatment afforded to regulated investment companies. As long as a Fund qualifies as a regulated investment company, it pays no federal income tax on the earnings it distributes to shareholders.

TAX STATUS OF DISTRIBUTIONS

•

Each Fund will, at least annually, distribute substantially all of its net investment taxable income and net capital gains income.

•

The income dividends and short-term capital gains distributions you receive from the Funds will be taxed as either ordinary income or qualified dividend income.

•

Dividends that are designated as qualified dividend income are eligible for the reduced maximum rate to individuals of 15% (lower rates apply to individuals in lower tax brackets) to the extent that a Fund receives qualified dividend income and subject to certain limitations.

•

Long-term capital gains distributions will result from gains on the sale or exchange of capital assets held by a Fund for more than one year. Any long-term capital gains distributions you receive from a Fund are taxable as long-term capital gains regardless of how long you have owned your shares. Long-term capital gains are currently taxed at a maximum rate of 15%.

•

Absent further legislation, the maximum 15% tax rate on qualified dividend income and long-term capital gains will cease to apply to taxable years beginning after December 31, 2012, after which dividend income will be taxed at ordinary income rates and the maximum rate with respect to long-term capital gains will increase to 20%.

•

Each Fund may invest in complex securities. These investments may be subject to numerous special and complex rules. These rules could affect whether gains and losses recognized by a Fund are treated as ordinary income or capital gain, accelerate the recognition of income to the Fund and/or defer the Fund’s ability to recognize losses. In turn, these rules may affect the amount, timing or character of the income distributed to you by a Fund.

•

Dividends and distributions are generally taxable to you whether you receive them in cash or in additional shares.

101

•

Corporate shareholders may be entitled to a dividends-received deduction for the portion of dividends they receive that is attributable to dividends received by a Fund from U.S. corporations, subject to certain limitations.

•

Distributions paid in January but declared by a Fund in October, November or December of the previous year are generally taxable to you in the previous year.

•

Your broker will inform you of the amount of your ordinary income dividends, qualified dividend income, and capital gains distributions shortly after the close of each calendar year.

•

If you lend your Fund shares pursuant to securities lending arrangements, you may lose the ability to treat Fund dividends (paid while the shares are held by the borrower) as qualified dividend income. Consult your financial intermediary or tax advisor.

•

Some foreign governments levy withholding taxes against dividend and interest income. Although in some countries a portion of these withholding taxes is recoverable, the non-recovered portion will reduce the income received from the securities in the Funds. In addition, the Funds may be able to pass along a tax credit for foreign income taxes that they pay. A Fund will provide you with the information necessary to reflect foreign taxes paid on your income tax return if it makes this election.

•

For taxable years beginning after December 31, 2012, an additional 3.8% Medicare tax will be imposed on certain net investment income (including ordinary dividends and capital gain distributions received from a Fund and net gains from redemptions or other taxable dispositions of Fund shares) of U.S. individuals, estates and trusts to the extent that such person’s “modified adjusted gross income” (in the case of an individual) or “adjusted gross income” (in the case of an estate or trust) exceed certain threshold amounts.

•

If you hold your shares in a tax-qualified retirement account, you generally will not be subject to federal taxation on income and capital gains distribution from a Fund, until you begin receiving payments from your retirement account. You should consult your tax adviser regarding the tax rules that apply to your retirement account.

BACK-UP WITHHOLDING

A Fund will be required in certain cases to withhold at applicable withholding rates and remit to the United States Treasury the amount withheld on amounts payable to any shareholder who (1) has provided the Fund either an incorrect tax identification number or no number at all, (2) who is subject to back-up withholding by the Internal Revenue Service for failure to properly report payments of interest or dividends, (3) who has failed to certify to the Fund that such shareholder is not subject to back-up withholding, or (4) has not certified that such shareholder is a U.S. person (including a U.S. resident alien).

NON-U.S. INVESTORS

Foreign shareholders (i.e., non-resident alien individuals and foreign corporations, partnerships, trusts and estates) are generally subject to U.S. withholding tax at the rate of 30% (or a lower tax treaty rate) on distributions derived from net investment income and short-term capital gains; provided, however, that for the Funds’ taxable years beginning on or prior to December 31, 2011, properly designated interest-related dividends and short-term capital gain dividends generally will not be subject to U.S. withholding taxes. However, depending on the circumstances, the Funds may so designate all, some or none of their potentially eligible dividends, and a portion of their distributions (e.g. interest from non-U.S. sources or any foreign currency gains) would be ineligible for this potential exemption from withholding. Additionally, it is unclear whether the exception for interest-related dividends and short-term capital gain dividends will be extended to subsequent taxable years. Distributions to foreign shareholders of long-term capital gains and any gains from the sale or other disposition of shares of the Funds generally are not subject to U.S. taxation, unless the recipient is an individual who either (1) meets the definition of “resident alien” under the Internal Revenue Code or (2) is physically present in the U.S. for 183 days or more per year. Different tax consequences may result if the foreign shareholder is engaged in a trade or business within the United States. In addition, the tax consequences to a foreign shareholder entitled to claim the benefits of a tax treaty may be different than those described above.

102

TAX STATUS OF SHARE TRANSACTIONS

Currently, any capital gain or loss upon a sale of Fund shares is generally treated as a long-term gain or loss if the shares have been held for more than one year and as short-term gain or loss if held for one year or less. Any capital loss on the sale of Fund shares held for six months or less is treated as long-term capital loss to the extent that any capital gain distributions were paid with respect to such shares. An exchange of a Fund’s shares for shares of another Fund will be treated as a sale of the Fund’s shares and any gain on the transaction may be subject to federal income tax.

STATE TAX CONSIDERATIONS

A Fund is not liable for any income or franchise tax in Delaware as long as it qualifies as a regulated investment company for federal income tax purposes. In addition to federal taxes, distributions by the Funds and ownership of Fund shares may be subject to state and local taxes. You should consult your tax adviser regarding how state and local tax laws affect your investment in Fund shares.

TAXES ON CREATIONS AND REDEMPTIONS OF CREATION UNITS

A person who purchases a Creation Unit by exchanging securities in-kind generally will recognize a gain or loss equal to the difference between the market value of the Creation Units at the time, and the purchaser’s aggregate basis in the securities surrendered and any net cash paid. A person who redeems Creation Units and receives securities in-kind from a Fund will generally recognize a gain or loss equal to the difference between the redeemer’s basis in the Creation Units, and the aggregate market value of the securities received and any net cash received. The Internal Revenue Service, however, may assert that a loss realized upon an in-kind exchange of securities for Creation Units or an exchange of Creation Units for securities cannot be deducted currently under the rules governing “wash sales,” or on the basis that there has been no significant change in economic position. Persons effecting in-kind creations or redemptions should consult their own tax adviser with respect to these matters.

P REMIUM /D ISCOUNT I NFORMATION

Information showing the number of days the market price of each Fund’s Shares was greater than the Fund’s NAV and the number of days it was less than the Fund’s NAV ( i.e. , premium or discount) for various time periods is available by visiting the Funds’ website at www.rydex-sgi.com.

M ORE I NFORMATION

For more information on how to buy and sell shares of the Funds, call Rydex|SGI Client Services at 800.820.0888 or 301.296.5100 or visit www.rydex-sgi.com.

F INANCIAL H IGHLIGHTS

The financial highlights table is intended to help you understand each Fund’s financial performance for the past 5 years, or, if shorter, the period of the Fund’s operations. 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 the Funds (assuming reinvestment of all dividends and distributions). The information below has been audited by [ ], the Trust’s independent registered public accounting firm, whose report is included in the Trust’s annual report along with the Trust’s financial statements. The annual report is available upon request.

[To be included.]

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I NDEX P UBLISHERS I NFORMATION

FRANK RUSSELL COMPANY (“RUSSELL”)

The Russell MidCap ^® Equal Weight Index Total Return, Russell 1000 ^® Equal Weight Index Total Return and Russell 2000 ^® Equal Weight Index Total Return (the “Russell Indices”) are trademarks of Frank Russell Company (“Russell”) and have been licensed for use by Guggenheim Investments. The Guggenheim Russell MidCap ^® Equal Weight ETF, Guggenheim Russell 1000 ^® Equal Weight ETF and Guggenheim Russell 2000 ^® Equal Weight ETF (the “Guggenheim Russell Funds”) are not sponsored, endorsed, sold or promoted by Russell and Russell makes no representation regarding the advisability of investing in the Guggenheim Russell Funds. Russell makes no representation or warranty, express or implied, to the owners of the Guggenheim Russell Funds or any member of the public regarding the advisability of investing in securities generally or in the Guggenheim Russell Funds particularly or the ability of the Russell Indices to track general stock market performance or a segment of the same. Russell’s publication of the Russell Indices in no way suggests or implies an opinion by Russell as to the advisability of investment in any or all of the securities upon which the Russell Indices are based. Russell’s only relationship to Guggenheim Investments is the licensing of certain trademarks and trade names of Russell and of the Russell Indices which are determined, composed and calculated by Russell without regard to Guggenheim Investments or the Guggenheim Russell Funds. Russell is not responsible for and has not reviewed the Guggenheim Russell Funds nor any associated literature or publications and Russell makes no representation or warranty express or implied as to their accuracy or completeness, or otherwise. Russell reserves the right, at any time and without notice, to alter, amend, terminate or in any way change the Russell Indices. Russell has no obligation or liability in connection with the administration, marketing or trading of the Guggenheim Russell Funds.

RUSSELL DOES NOT GUARANTEE THE ACCURACY AND/OR THE COMPLETENESS OF THE RUSSELL INDICES OR ANY DATA INCLUDED THEREIN AND RUSSELL SHALL HAVE NO LIABILITY FOR ANY ERRORS, OMISSIONS, OR INTERRUPTIONS THEREIN. RUSSELL MAKES NO WARRANTY, EXPRESS OR IMPLIED, AS TO RESULTS TO BE OBTAINED BY GUGGENHEIM INVESTMENTS, INVESTORS, OWNERS OF THE GUGGENHEIM RUSSELL FUNDS, OR ANY OTHER PERSON OR ENTITY FROM THE USE OF THE RUSSELL INDICES OR ANY DATA INCLUDED THEREIN. RUSSELL MAKES NO EXPRESS OR IMPLIED WARRANTIES, AND EXPRESSLY DISCLAIMS ALL WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE WITH RESPECT TO THE RUSSELL INDICES OR ANY DATA INCLUDED THEREIN. WITHOUT LIMITING ANY OF THE FOREGOING, IN NO EVENT SHALL RUSSELL HAVE ANY LIABILITY FOR ANY SPECIAL, PUNITIVE, INDIRECT, OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS), EVEN IF NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES.

MSCI INC.

THE MSCI EAFE EQUAL WEIGHT ETF AND GUGGENHEIM MSCI EMERGING MARKETS EQUAL WEIGHT ETF (THE “GUGGENHEIM MSCI FUNDS”) ARE NOT SPONSORED, ENDORSED, SOLD OR PROMOTED BY MSCI INC. (“MSCI”), ANY OF ITS AFFILIATES, ANY OF ITS INFORMATION PROVIDERS OR ANY OTHER THIRD PARTY INVOLVED IN, OR RELATED TO, COMPILING, COMPUTING OR CREATING ANY MSCI INDEX (COLLECTIVELY, THE “MSCI PARTIES”). THE MSCI INDEXES ARE THE EXCLUSIVE PROPERTY OF MSCI. MSCI AND THE MSCI INDEX NAMES ARE SERVICE MARK(S) OF MSCI OR ITS AFFILIATES AND HAVE BEEN LICENSED FOR USE FOR CERTAIN PURPOSES BY GUGGENHEIM INVESTMENTS. NONE OF THE MSCI PARTIES MAKES ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, TO THE ISSUER OR OWNERS OF THE GUGGENHEIM MSCI FUNDS OR ANY OTHER PERSON OR ENTITY REGARDING THE ADVISABILITY OF INVESTING IN GUGGENHEIM MSCI FUNDS GENERALLY OR IN THE GUGGENHEIM MSCI FUNDS PARTICULARLY OR THE ABILITY OF ANY MSCI INDEX TO TRACK CORRESPONDING STOCK MARKET PERFORMANCE. MSCI OR ITS AFFILIATES ARE THE LICENSORS OF CERTAIN TRADEMARKS, SERVICE MARKS AND TRADE NAMES AND OF THE MSCI INDEXES WHICH ARE DETERMINED, COMPOSED AND CALCULATED BY MSCI WITHOUT REGARD TO THE GUGGENHEIM MSCI FUNDS OR THE ISSUER OR OWNERS OF THE GUGGENHEIM MSCI FUNDS OR ANY OTHER PERSON OR ENTITY. NONE OF THE MSCI PARTIES HAS ANY OBLIGATION TO TAKE THE NEEDS OF

104

THE ISSUER OR OWNERS OF THE GUGGENHEIM MSCI FUNDS OR ANY OTHER PERSON OR ENTITY INTO CONSIDERATION IN DETERMINING, COMPOSING OR CALCULATING THE MSCI INDEXES. NONE OF THE MSCI PARTIES IS RESPONSIBLE FOR OR HAS PARTICIPATED IN THE DETERMINATION OF THE TIMING OF, PRICES AT, OR QUANTITIES OF THE FUNDS TO BE ISSUED OR IN THE DETERMINATION OR CALCULATION OF THE EQUATION BY OR THE CONSIDERATION INTO WHICH THE GUGGENHEIM MSCI FUNDS ARE REDEEMABLE. FURTHER, NONE OF THE MSCI PARTIES HAS ANY OBLIGATION OR LIABILITY TO THE ISSUER OR OWNERS OF THE GUGGENHEIM MSCI FUNDS OR ANY OTHER PERSON OR ENTITY IN CONNECTION WITH THE ADMINISTRATION, MARKETING OR OFFERING OF THE GUGGENHEIM MSCI FUNDS.

ALTHOUGH MSCI SHALL OBTAIN INFORMATION FOR INCLUSION IN OR FOR USE IN THE CALCULATION OF THE MSCI INDEXES FROM SOURCES THAT MSCI CONSIDERS RELIABLE, NONE OF THE MSCI PARTIES WARRANTS OR GUARANTEES THE ORIGINALITY, ACCURACY AND/OR THE COMPLETENESS OF ANY MSCI INDEX OR ANY DATA INCLUDED THEREIN. NONE OF THE MSCI PARTIES MAKES ANY WARRANTY, EXPRESS OR IMPLIED, AS TO RESULTS TO BE OBTAINED BY THE ISSUER OF THE GUGGENHEIM MSCI FUNDS, OWNERS OF THE GUGGENHEIM MSCI FUNDS, OR ANY OTHER PERSON OR ENTITY, FROM THE USE OF ANY MSCI INDEX OR ANY DATA INCLUDED THEREIN. NONE OF THE MSCI PARTIES SHALL HAVE ANY LIABILITY FOR ANY ERRORS, OMISSIONS OR INTERRUPTIONS OF OR IN CONNECTION WITH ANY MSCI INDEX OR ANY DATA INCLUDED THEREIN. FURTHER, NONE OF THE MSCI PARTIES MAKES ANY EXPRESS OR IMPLIED WARRANTIES OF ANY KIND, AND THE MSCI PARTIES HEREBY EXPRESSLY DISCLAIM ALL WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO EACH MSCI INDEX AND ANY DATA INCLUDED THEREIN. WITHOUT LIMITING ANY OF THE FOREGOING, IN NO EVENT SHALL ANY OF THE MSCI PARTIES HAVE ANY LIABILITY FOR ANY DIRECT, INDIRECT, SPECIAL, PUNITIVE, CONSEQUENTIAL OR ANY OTHER DAMAGES (INCLUDING LOST PROFITS) EVEN IF NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES.

STANDARD & POOR’S

The Guggenheim S&P 500 ^® Equal Weight ETF, Guggenheim S&P MidCap 400 ^® Equal Weight ETF, Guggenheim S&P SmallCap 600 ^® Equal Weight ETF, and Guggenheim S&P 500 ^® Equal Weight Sectors ETFs (the “Guggenheim S&P Funds”) are not sponsored, endorsed, sold or promoted by Standard & Poor’s Financial Services LLC and its affiliates (“S&P”). S&P makes any representation, condition or warranty, express or implied, to the owners of the product or any member of the public regarding the advisability of investing in securities generally or in the product particularly or the ability of the S&P 500 Equal Weight Index Total Return, S&P MidCap 400 ^® Equal Weight Index Total Return, S&P SmallCap 600 Equal Weight Index Total Return, S&P 500 Equal Weight Index Consumer Discretionary Total Return, S&P 500 Equal Weight Index Consumer Staples Total Return, S&P 500 Equal Weight Index Energy Total Return, S&P 500 Equal Weight Index Financials Total Return, S&P 500 Equal Weight Index Health Care Total Return, S&P 500 Equal Weight Index Industrials Total Return, S&P 500 Equal Weight Index Materials Total Return, S&P 500 Equal Weight Index Information Technology Total Return, S&P 500 Equal Weight Index Materials Total Return and S&P 500 Equal Weight Index Telecommunication Services & Utilities Total Return (the “S&P Indices”) to track general stock market performance. S&P’s only relationship to Guggenheim Investments and its affiliates in connection with the Funds is the licensing of certain trademarks and trade names and of the S&P Indices which are determined, composed and calculated by S&P without regard to Guggenheim Investments or the Funds. S&P has no obligation to take the needs of Guggenheim Investments or the owners of the Funds into consideration in determining, composing or calculating the S&P Indices. S&P is not responsible for and has not participated in the determination of the prices and amount of the Funds or the timing of the issuance or sale of the Funds or in the determination or calculation of the equation by which the Funds’ shares are to be converted into cash. S&P has no obligation or liability in connection with the administration, marketing, or trading of the Funds.

S&P does not guarantee the accuracy and/or the completeness of the S&P Indices or any data included therein, and S&P shall have no liability for any errors, omissions, or interruptions therein. S&P makes no warranty, condition or representation, express or implied, as to results to be obtained by Guggenheim Investments, owners of the Funds, or

105

any other person or entity form the use of the S&P Indices or any data included therein. S&P makes no express or implied warranties, representations or conditions and expressly disclaim all warranties or conditions of merchantability or fitness for a particular purpose or use and any other express or implied warranty or condition with respect to the S&P Indices or any data included therein. Without limiting any of the foregoing, in no event shall S&P have any liability for any special, punitive, indirect, or consequential damages (including lost profits) resulting from the use of the S&P Indices or any data included therein, even if notified of the possibility of such damages.

More information about the Index Publishers is located in the SAI.

106

A DDITIONAL I NFORMATION

Additional and more detailed information about the Funds is included in the SAI dated [February 28, 2013]. The SAI has been filed with the SEC and is incorporated by reference into this Prospectus and, therefore, legally forms a part of this Prospectus. The SEC maintains the EDGAR database on its website (“http://www.sec.gov”) that contains the SAI, material incorporated by reference, and other information regarding registrants that file electronically with the SEC. You may also review and copy documents at the SEC Public Reference room in Washington, D.C. (for information on the operation of the Public Reference Room, call 202.551.8090). You may request documents from the SEC by mail, upon payment of a duplication fee, by writing to: U.S. Securities and Exchange Commission, Public Reference Section, Washington, D.C. 20549-1520 or by emailing the SEC at the following address: publicinfo@sec.gov.

You may obtain a copy of the SAI or the Annual or Semi-Annual Reports or make inquiries, without charge by calling 800.820.0888 or 301.296.5100, visiting the Rydex | SGI web site at www.rydex-sgi.com, or writing to Rydex ETF Trust, at 805 King Farm Boulevard, Suite 600, Rockville, Maryland 20850. Additional information about the Funds’ investments is available in the Annual and Semi-Annual Reports. Also, in the Funds’ Annual Report, you will find a discussion of the market conditions and investment strategies that significantly affected the Funds’ performance during their last fiscal year.

No one has been authorized to give any information or to make any representations not contained in this Prospectus or in the Funds’ SAI in connection with the offering of Fund shares. Do not rely on any such information or representations as having been authorized by the Funds or Guggenheim Investments. This Prospectus does not constitute an offering by the Funds in any jurisdiction where such an offering is not lawful.

The Trust’s Investment Company Act file number is 811-21261.

107

Rydex | SGI

P.O. Box 758567

Topeka, Kansas 66675-8567

800.820.0888

www.rydex-sgi.com

ETFDI-1-0312x0313

GUGGENHEIM RUSSELL TOP 50 ^® MEGA CAP ETF

AND PURE STYLE ETFs

PROSPECTUS

[FEBRUARY 28, 2013]

Guggenheim Russell Top 50 ^® Mega Cap ETF

Guggenheim Russell Top 50 ^® Mega Cap ETF (NYSE Arca, Inc.: XLG)

Guggenheim S&P Pure Style ETFs

Guggenheim S&P 500 ^® Pure Growth ETF (NYSE Arca, Inc.: RPG)

Guggenheim S&P 500 ^® Pure Value ETF (NYSE Arca, Inc.: RPV)

Guggenheim S&P MidCap 400 ^® Pure Growth ETF (NYSE Arca, Inc.: RFG)

Guggenheim S&P MidCap 400 ^® Pure Value ETF (NYSE Arca, Inc.: RFV)

Guggenheim S&P SmallCap 600 ^® Pure Growth ETF (NYSE Arca, Inc.: RZG)

Guggenheim S&P SmallCap 600 ^® Pure Value ETF (NYSE Arca, Inc.: RZV)

T ABLE OF C ONTENTS

FUND SUMMARIES


Guggenheim Russell Top 50 ^® Mega Cap ETF

Guggenheim Russell Top 50 ^® Mega Cap ETF			1

Guggenheim S&P Pure Style ETFs

Guggenheim S&P 500 ^® Pure Growth ETF			5

Guggenheim S&P 500 ^® Pure Value ETF			10

Guggenheim S&P MidCap 400 ^® Pure Growth ETF			14

Guggenheim S&P MidCap 400 ^® Pure Value ETF			19

Guggenheim S&P SmallCap 600 ^® Pure Growth ETF			24

Guggenheim S&P SmallCap 600 ^® Pure Value ETF			29

MORE INFORMATION ABOUT THE TRUST AND THE FUNDS			34

MANAGEMENT OF THE FUNDS			38

SHAREHOLDER INFORMATION			40

BUYING AND SELLING FUND SHARES			41

DIVIDENDS AND DISTRIBUTIONS			42

ADDITIONAL TAX INFORMATION			42

PREMIUM/DISCOUNT INFORMATION			44

MORE INFORMATION			44

FINANCIAL HIGHLIGHTS			44

INDEX PUBLISHERS INFORMATION			45

ADDITIONAL INFORMATION			47

GUGGENHEIM RUSSELL TOP 50 ^® MEGA CAP ETF (XLG)

INVESTMENT OBJECTIVE – The investment objective of the Guggenheim Russell Top 50 ^® Mega Cap ETF (the “Fund”) is to replicate as closely as possible, before fees and expenses, the daily performance of the Russell Top 50 ^® Mega Cap Index Total Return (the “Underlying Index”).


Shareholder Fees (fees paid directly from your investment)	None
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)
Management Fees	0.20	%
Distribution (12b-1) Fees	0.00	%
Other Expenses*	0.00	%
Total Annual Fund Operating Expenses	0.20	%

*	[Other Expenses were less than 0.01% for the fiscal year ended October 31, 2012].

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


1 Year	3 Years	5 Years	10 Years
$20	$64	$113	$255

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 Total Annual Fund Operating Expenses or in the Example, affect the Fund’s performance. This rate excludes the value of portfolio securities received or delivered as a result of in-kind creations or redemptions of the Fund’s shares. During the most recent fiscal year, the Fund’s portfolio turnover rate was [ ]% of the average value of its portfolio. However, the Fund’s portfolio turnover rate is calculated without regard to cash instruments, derivatives or securities received or delivered as a result of in-kind creations and redemptions of the Fund’s shares. If such instruments where included, the Fund’s portfolio turnover rate might be significantly higher.

The Fund uses a passive management strategy, known as “replication,” to track the performance of the Underlying Index. The Fund offers investors access to the largest capitalization segment in the U.S. equity universe representing approximately 40% of the U.S. stock market. “Replication” refers to investing in substantially all of

the securities in the Underlying Index in approximately the same proportions as in the Underlying Index. Under normal circumstances, the Fund will invest at least 90% of its net assets, plus any borrowings for investment purposes, in the equity securities included in the Underlying Index. The Fund may hold up to 10% of its assets in securities not included in the Underlying Index. The Advisor expects that over time, if the Fund has sufficient assets, the correlation between the Fund’s performance, before fees and expenses, and that of the Underlying Index will be 95% or better. A figure of 100% would indicate perfect correlation. The Advisor monitors the Fund’s tracking of the Underlying Index and seeks to maintain an appropriate correlation.

Correlation and Tracking Error Risk. A number of factors may affect the Fund’s ability to track its benchmark index or achieve a high degree of correlation with its benchmark either on a single trading day or for a longer time period. Factors such as Fund expenses, imperfect correlation between the Fund’s investments and those of its Underlying Index, rounding of share prices, regulatory policies, high portfolio turnover rate and the use of leverage all contribute to tracking error or correlation risk. There can be no guarantee that the Fund will achieve a high degree of correlation. Failure to achieve a high degree of correlation may prevent the Fund from achieving its investment objective.

Derivatives Risk. Derivatives may pose risks in addition to and greater than those associated with investing directly in securities or other investments, including risks relating to leverage, imperfect correlations with underlying investments or the Fund’s other portfolio holdings, higher volatility, lack of availability, counterparty credit, liquidity and valuation. Their use is a highly specialized activity that involves investment techniques and risks different from those associated with ordinary portfolio securities transactions. If the Advisor is incorrect about its expectations of market conditions, the use of derivatives could also result in a loss, which in some cases may be unlimited. Some derivatives may trade in OTC markets, which are largely unregulated.

Liquidity and Valuation Risk. In certain circumstances, it may be difficult for the Fund to purchase and sell particular investments within a reasonable time at a fair price, or the price at which it has been valued by the Advisor for purposes of the Fund’s NAV, causing the Fund to be less liquid and unable to realize what the Advisor believes should be the price of the investment.

Updated performance information is available on the Fund’s website at www.rydex-sgi.com or by calling Rydex|SGI Client Services at 800-820-0888.

The performance information shown below is based on a calendar year.

[Bar chart to be included.]


2006	17.86	%
2007	4.65	%
2008	(33.75	)%
2009	20.21	%
2010	9.25	%
2011	4.16	%
2012	[	]%


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

AVERAGE ANNUAL TOTAL RETURN (for periods ended December 31, 2012)

Past 1
Year

Past 5
Years

Since Inception
(5/4/2005)

Return Before Taxes

[

Return After Taxes on Distributions

[

Return After Taxes on Distributions and Sale of Fund Shares

[

Russell Top 50 ^® Mega Cap Index Total Return

(reflects no deduction for fees, expenses or taxes)

[

MANAGEMENT

INVESTMENT ADVISOR – Security Investors, LLC, which operates under the name Guggenheim Investments, serves as the investment adviser of the Fund.

PORTFOLIO MANAGERS

•

Michael P. Byrum , CFA, Senior Vice President of the Advisor. Mr. Byrum has been associated with the Advisor since it was founded in 1993.

•

James R. King, CFA, Portfolio Manager. With the exception of the period from March 15, 2008 to January 18, 2011, Mr. King has been associated with the Advisor since 1996.

•

Ryan A. Harder , CFA, Portfolio Manager. Mr. Harder has been associated with the Advisor since 2004.

PURCHASE AND SALE OF FUND SHARES – Shares may be purchased and redeemed from the Fund only in “Creation Units” of 50,000 shares, or multiples thereof. As a practical matter, only institutions and large investors, such as market makers or other large broker-dealers, purchase or redeem Creation Units. Most investors will buy and sell shares of the Fund on the Exchange. Individual shares can be bought and sold throughout the trading day like other publicly traded securities through a broker-dealer on the Exchange. These transactions do not involve the Fund. The price of an individual Fund share is based on market prices, which may be different from its NAV. As a result, the Fund’s shares may trade at a price greater than the NAV (at a premium) or less than the NAV (at a discount). Most investors will incur customary brokerage commissions and charges when buying or selling shares of the Fund through a broker-dealer on the Exchange.

G UGGENHEIM S&P 500 ^® P URE G ROWTH ETF (RPG)

INVESTMENT OBJECTIVE – The investment objective of the Guggenheim S&P 500 ^® Pure Growth ETF (the “Fund”) is to replicate as closely as possible, before fees and expenses, the performance of the S&P 500 Pure Growth Index Total Return (the “Underlying Index”).


Shareholder Fees (fees paid directly from your investment)	None
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)
Management Fees	0.35	%
Distribution (12b-1) Fees	0.00	%
Other Expenses*	0.00	%
Total Annual Fund Operating Expenses	0.35	%

*	[Other Expenses were less than 0.01% for the fiscal year ended October 31, 2012].

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


1 Year	3 Years	5 Years	10 Years
$36	$113	$197	$443

PRINCIPAL INVESTMENT STRATEGIES – The Fund invests in securities in order to meet its investment objective of replicating its Underlying Index as closely as possible, before fees and expenses. The Underlying Index is narrow in focus, containing only those S&P 500 companies with strong growth characteristics as selected by S&P. As of December 31, 2012, the Underlying Index included [ ] of the constituents that comprise the S&P 500. As of December 31, 2012, the Underlying Index included companies with capitalizations ranging from $[ ] billion to $[ ] billion.

Underlying Index. The Fund may hold up to 10% of its assets in securities not included in the Underlying Index. The Advisor expects that, over time, if the Fund has sufficient assets, the correlation between the Fund’s performance and that of the Underlying Index, before fees and expenses, will be 95% or better. A figure of 100% would indicate perfect correlation. The Advisor monitors the Fund’s tracking of the Underlying Index and seeks to maintain an appropriate correlation.

Correlation and Tracking Error Risk. A number of factors may affect the Fund’s ability to track its benchmark index or achieve a high degree of correlation with its benchmark either on a single trading day or for a longer time period. Factors such as Fund expenses, imperfect correlation between the Fund’s investments and those of its Underlying Index, rounding of share prices, regulatory policies, high portfolio turnover rate and the use of leverage all contribute to tracking error or correlation risk. There can be no guarantee that the Fund will achieve a high degree of correlation. Failure to achieve a high degree of correlation may prevent the Fund from achieving its investment objective.

Derivatives Risk. Derivatives may pose risks in addition to and greater than those associated with investing directly in securities or other investments, including risks relating to leverage, imperfect correlations with underlying investments or the Fund’s other portfolio holdings, higher volatility, lack of availability, counterparty credit, liquidity and valuation. Their use is a highly specialized activity that involves investment techniques and risks different from those associated with ordinary portfolio securities transactions. If the Advisor is incorrect about its expectations of market conditions, the use of derivatives could also result in a loss, which in some cases may be unlimited. Some derivatives may trade in OTC markets, which are largely unregulated.

Growth Stocks Risk . Growth companies 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.

Liquidity and Valuation Risk. In certain circumstances, it may be difficult for the Fund to purchase and sell particular investments within a reasonable time at a fair price, or the price at which it has been valued by the Advisor for purposes of the Fund’s NAV, causing the Fund to be less liquid and unable to realize what the Advisor believes should be the price of the investment.

Updated performance information is available on the Fund’s website at www.rydex-sgi.com or by calling Rydex|SGI Client Services at 800-820-0888.

The performance information shown below is based on a calendar year.

[Bar chart to be included.]


2007	6.34	%
2008	(39.10	)%
2009	50.21	%
2010	27.12	%
2011	0.35	%
2012	[	]%


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

AVERAGE ANNUAL TOTAL RETURN (for periods ended December 31, 2012)

Past 1
Year

Past 5
Years

Since
Inception
(3/1/2006)

Return Before Taxes

[

Return After Taxes on Distributions

[

Return After Taxes on Distributions and Sale of Fund Shares

[

S&P 500 Index Total Return

(reflects no deduction for fees, expenses or taxes)

[

S&P 500 Pure Growth Index Total Return

(reflects no deduction for fees, expenses or taxes)

[

MANAGEMENT

INVESTMENT ADVISOR – Security Investors, LLC, which operates under the name Guggenheim Investments, serves as the investment adviser of the Fund.

PORTFOLIO MANAGERS

•

Michael P. Byrum , CFA, Senior Vice President of the Advisor. Mr. Byrum has been associated with the Advisor since it was founded in 1993.

•

James R. King, CFA, Portfolio Manager. With the exception of the period from March 15, 2008 to January 18, 2011, Mr. King has been associated with the Advisor since 1996.

•

Ryan A. Harder , CFA, Portfolio Manager. Mr. Harder has been associated with the Advisor since 2004.

G UGGENHEIM S&P 500 ^® P URE V ALUE ETF (RPV)

INVESTMENT OBJECTIVE – The investment objective of the Guggenheim S&P 500 ^® Pure Value ETF (the “Fund”) is to replicate as closely as possible, before fees and expenses, the performance of the S&P 500 Pure Value Index Total Return (the “Underlying Index”).


Shareholder Fees (fees paid directly from your investment)	None
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)
Management Fees	0.35	%
Distribution (12b-1) Fees	0.00	%
Other Expenses*	0.00	%
Total Annual Fund Operating Expenses	0.35	%

*	[Other Expenses were less than 0.01% for the fiscal year ended October 31, 2012].

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


1 Year	3 Years	5 Years	10 Years
$36	$113	$197	$443

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 Total Annual Fund Operating Expenses or in the Example, affect the Fund’s performance. This rate excludes the value of portfolio securities received or delivered as a result of in-kind creations or redemptions of the Fund’s shares. During the most recent fiscal year, the Fund’s portfolio turnover rate was 23% of the average value of its portfolio. However, the Fund’s portfolio turnover rate is calculated without regard to cash instruments, derivatives or securities received or delivered as a result of in-kind creations and redemptions of the Fund’s shares. If such instruments where included, the Fund’s portfolio turnover rate might be significantly higher.

PRINCIPAL INVESTMENT STRATEGIES – The Fund invests in securities in order to meet its investment objective of replicating its Underlying Index as closely as possible, before fees and expenses. The Underlying Index is narrow in focus, containing only those S&P 500 companies with strong value characteristics as selected by S&P. As of December 31, 2012, the Underlying Index included [ ] of the constituents that comprise the S&P 500. As of December 31, 2012, the Underlying Index included companies with capitalizations ranging from $[ ] billion to $[ ] billion.

Correlation and Tracking Error Risk. A number of factors may affect the Fund’s ability to track its benchmark index or achieve a high degree of correlation with its benchmark either on a single trading day or for a longer time period. Factors such as Fund expenses, imperfect correlation between the Fund’s investments and those of its Underlying Index, rounding of share prices, regulatory policies, high portfolio turnover rate and the use of leverage all contribute to tracking error or correlation risk. There can be no guarantee that the Fund will achieve a high degree of correlation. Failure to achieve a high degree of correlation may prevent the Fund from achieving its investment objective.

Derivatives Risk. Derivatives may pose risks in addition to and greater than those associated with investing directly in securities or other investments, including risks relating to leverage, imperfect correlations with underlying investments or the Fund’s other portfolio holdings, higher volatility, lack of availability, counterparty credit, liquidity and valuation. Their use is a highly specialized activity that involves investment techniques and risks different from those associated with ordinary portfolio securities transactions. If the Advisor is incorrect about its expectations of market conditions, the use of derivatives could also result in a loss, which in some cases may be unlimited. Some derivatives may trade in OTC markets, which are largely unregulated.

Liquidity and Valuation Risk. In certain circumstances, it may be difficult for the Fund to purchase and sell particular investments within a reasonable time at a fair price, or the price at which it has been valued by the Advisor for purposes of the Fund’s NAV, causing the Fund to be less liquid and unable to realize what the Advisor believes should be the price of the investment.

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.

Updated performance information is available on the Fund’s website at www.rydex-sgi.com or by calling Rydex|SGI Client Services at 800-820-0888.

The performance information shown below is based on a calendar year.

[Bar chart to be included.]


2007	4.10	%
2008	(48.04	)%
2009	53.96	%
2010	22.56	%
2011	(1.22	)%
2012	[	]%


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

AVERAGE ANNUAL TOTAL RETURN (for periods ended December 31, 2012)

Past 1
Year

Past 5
Years

Since
Inception
(3/1/2006)

Return Before Taxes

[

Return After Taxes on Distributions

[

Return After Taxes on Distributions and Sale of Fund Shares

[

S&P 500 Index Total Return

(reflects no deduction for fees, expenses or taxes)

[

S&P 500 Pure Value Index Total Return

(reflects no deduction for fees, expenses or taxes)

[

MANAGEMENT

INVESTMENT ADVISOR – Security Investors, LLC, which operates under the name Guggenheim Investments, serves as the investment adviser of the Fund.

PORTFOLIO MANAGERS

•

Michael P. Byrum , CFA, Senior Vice President of the Advisor. Mr. Byrum has been associated with the Advisor since it was founded in 1993.

•

James R. King, CFA, Portfolio Manager. With the exception of the period from March 15, 2008 to January 18, 2011, Mr. King has been associated with the Advisor since 1996.

•

Ryan A. Harder , CFA, Portfolio Manager. Mr. Harder has been associated with the Advisor since 2004.

PURCHASE AND SALE OF FUND SHARES – Shares may be purchased and redeemed from the Fund only in “Creation Units” of 50,000 shares, or multiples thereof. As a practical matter, only institutions and large investors, such as market makers or other large broker-dealers, purchase or redeem Creation Units. Most investors will buy and sell shares of the Fund on the Exchange. Individual shares can be bought and sold throughout the trading day like other publicly traded securities through a broker-dealer on the Exchange. These transactions do not involve the Fund. The price of an individual Fund share is based on market prices, which may be different from its NAV. As a result, the Fund’s shares may trade at a price greater than the NAV (at a premium) or less than the NAV (at a discount). Most investors will incur customary brokerage commissions and charges when buying or selling shares of the Fund through a broker-dealer on the Exchange.

G UGGENHEIM S&P M ID C AP 400 ^® P URE G ROWTH ETF (RFG)

INVESTMENT OBJECTIVE – The investment objective of the Guggenheim S&P MidCap 400 ^® Pure Growth ETF (the “Fund”) is to replicate as closely as possible, before fees and expenses, the performance of the S&P MidCap 400 Pure Growth Index Total Return (the “Underlying Index”).


Shareholder Fees (fees paid directly from your investment)	None
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)
Management Fees	0.35	%
Distribution (12b-1) Fees	0.00	%
Other Expenses*	0.00	%
Total Annual Fund Operating Expenses	0.35	%

*	[Other Expenses were less than 0.01% for the fiscal year ended October 31, 2012].

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


1 Year	3 Years	5 Years	10 Years
$36	$113	$197	$443

PRINCIPAL INVESTMENT STRATEGIES – The Fund invests in securities in order to meet its investment objective of replicating its Underlying Index as closely as possible, before fees and expenses. The Underlying Index is narrow in focus, containing only those S&P MidCap 400 companies with strong growth characteristics as selected by S&P. As of December 31, 2012, the Underlying Index included [ ] of the constituents that comprise the S&P MidCap 400. As of December 31, 2012, the Underlying Index included companies with a capitalization range of $[ ] billion to $[ ] billion.

Correlation and Tracking Error Risk. A number of factors may affect the Fund’s ability to track its benchmark index or achieve a high degree of correlation with its benchmark either on a single trading day or for a longer time period. Factors such as Fund expenses, imperfect correlation between the Fund’s investments and those of its Underlying Index, rounding of share prices, regulatory policies, high portfolio turnover rate and the use of leverage all contribute to tracking error or correlation risk. There can be no guarantee that the Fund will achieve a high degree of correlation. Failure to achieve a high degree of correlation may prevent the Fund from achieving its investment objective.

Derivatives Risk. Derivatives may pose risks in addition to and greater than those associated with investing directly in securities or other investments, including risks relating to leverage, imperfect correlations with underlying investments or the Fund’s other portfolio holdings, higher volatility, lack of availability, counterparty credit, liquidity and valuation. Their use is a highly specialized activity that involves investment techniques and risks different from those associated with ordinary portfolio securities transactions. If the Advisor is incorrect about its expectations of market conditions, the use of derivatives could also result in a loss, which in some cases may be unlimited. Some derivatives may trade in OTC markets, which are largely unregulated.

Growth Stocks Risk. Growth companies 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.

Liquidity and Valuation Risk. In certain circumstances, it may be difficult for the Fund to purchase and sell particular investments within a reasonable time at a fair price, or the price at which it has been valued by the Advisor for purposes of the Fund’s NAV, causing the Fund to be less liquid and unable to realize what the Advisor believes should be the price of the investment.

Updated performance information is available on the Fund’s website at www.rydex-sgi.com or by calling Rydex|SGI Client Services at 800-820-0888.

The performance information shown below is based on a calendar year.

[Bar chart to be included.]


2007	9.95	%
2008	(35.48	)%
2009	59.76	%
2010	34.72	%
2011	0.45	%
2012	[	]%


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

AVERAGE ANNUAL TOTAL RETURN (for periods ended December 31, 2012)

Past 1
Year

Past 5
Years

Since
Inception
(3/1/2006)

Return Before Taxes

[

Return After Taxes on Distributions

[

Return After Taxes on Distributions and Sale of Fund Shares

[

S&P 500 Index Total Return

(reflects no deduction for fees, expenses or taxes)

[

S&P MidCap 400 Pure Growth Index Total Return

(reflects no deduction for fees, expenses or taxes)

[

MANAGEMENT

INVESTMENT ADVISOR – Security Investors, LLC, which operates under the name Guggenheim Investments, serves as the investment adviser of the Fund.

PORTFOLIO MANAGERS

•

Michael P. Byrum , CFA, Senior Vice President of the Advisor. Mr. Byrum has been associated with the Advisor since it was founded in 1993.

•

James R. King, CFA, Portfolio Manager. With the exception of the period from March 15, 2008 to January 18, 2011, Mr. King has been associated with the Advisor since 1996.

•

Ryan A. Harder , CFA, Portfolio Manager. Mr. Harder has been associated with the Advisor since 2004.

G UGGENHEIM S&P M ID C AP 400 ^® P URE V ALUE ETF (RFV)

INVESTMENT OBJECTIVE – The investment objective of the Guggenheim S&P MidCap 400 ^® Pure Value ETF (the “Fund”) is to replicate as closely as possible, before fees and expenses, the performance of the S&P MidCap 400 Pure Value Index Total Return (the “Underlying Index”).


Shareholder Fees (fees paid directly from your investment)	None
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)
Management Fees	0.35	%
Distribution (12b-1) Fees	0.00	%
Other Expenses*	0.00	%
Acquired Fund Fees and Expenses	[	]%
Total Annual Fund Operating Expenses**	[	]%

*	[Other Expenses were less than 0.01% for the fiscal year ended October 31, 2012].

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


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

PRINCIPAL INVESTMENT STRATEGIES – The Fund invests in securities in order to meet its investment objective of replicating its Underlying Index as closely as possible, before fees and expenses. The Underlying Index is narrow in focus, containing only those S&P MidCap 400 companies with strong value characteristics as selected by S&P. As of December 31, 2012, the Underlying Index included [ ] of the constituents that comprise the S&P MidCap 400. As of December 31, 2012, the Underlying Index included companies with capitalizations ranging from $[ ] million to $[ ] billion.

The Fund uses a passive management strategy, known as “replication,” to track the performance of the Underlying Index. “Replication” refers to investing in substantially all of the securities in the Underlying Index in approximately the same proportions as in the Underlying Index. Under normal circumstances, the Fund will invest at least 90% of its net assets, plus any borrowings for investment purposes, in the equity securities included in the Underlying Index. The Fund may hold up to 10% of its assets in securities not included in the Underlying Index. The Advisor expects that, over time, the correlation between the Fund’s performance and that of the Underlying Index, before fees and expenses, will be 95% or better. A figure of 100% would indicate perfect correlation. The Advisor monitors the Fund’s tracking of the Underlying Index and seeks to maintain an appropriate correlation.

Correlation and Tracking Error Risk. A number of factors may affect the Fund’s ability to track its benchmark index or achieve a high degree of correlation with its benchmark either on a single trading day or for a longer time period. Factors such as Fund expenses, imperfect correlation between the Fund’s investments and those of its Underlying Index, rounding of share prices, regulatory policies, high portfolio turnover rate and the use of leverage all contribute to tracking error or correlation risk. There can be no guarantee that the Fund will achieve a high degree of correlation. Failure to achieve a high degree of correlation may prevent the Fund from achieving its investment objective.

Derivatives Risk. Derivatives may pose risks in addition to and greater than those associated with investing directly in securities or other investments, including risks relating to leverage, imperfect correlations with underlying investments or the Fund’s other portfolio holdings, higher volatility, lack of availability, counterparty credit, liquidity and valuation. Their use is a highly specialized activity that involves investment techniques and risks different from those associated with ordinary portfolio securities transactions. If the Advisor is incorrect about its expectations of market conditions, the use of derivatives could also result in a loss, which in some cases may be unlimited. Some derivatives may trade in OTC markets, which are largely unregulated.

Liquidity and Valuation Risk. In certain circumstances, it may be difficult for the Fund to purchase and sell particular investments within a reasonable time at a fair price, or the price at which it has been valued by the Advisor for purposes of the Fund’s NAV, causing the Fund to be less liquid and unable to realize what the Advisor believes should be the price of the investment.

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.

Updated performance information is available on the Fund’s website at www.rydex-sgi.com or by calling Rydex|SGI Client Services at 800-820-0888.

The performance information shown below is based on a calendar year.

[Bar chart to be included.]


2007	(3.19	)%
2008	(42.85	)%
2009	58.35	%
2010	22.54	%
2011	(5.54	)%
2012	[	]%


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

AVERAGE ANNUAL TOTAL RETURN (for periods ended December 31, 2012)

Past 1
Year

Past 5
Years

Since
Inception
(3/1/2006)

Return Before Taxes

[

Return After Taxes on Distributions

[

Return After Taxes on Distributions and Sale of Fund Shares

[

S&P 500 Index Total Return

(reflects no deduction for fees, expenses or taxes)

[

S&P MidCap 400 Pure Value Index Total Return

(reflects no deduction for fees, expenses or taxes)

[

MANAGEMENT

INVESTMENT ADVISOR – Security Investors, LLC, which operates under the name Guggenheim Investments, serves as the investment adviser of the Fund.

PORTFOLIO MANAGERS

•

Michael P. Byrum , CFA, Senior Vice President of the Advisor. Mr. Byrum has been associated with the Advisor since it was founded in 1993.

•

James R. King, CFA, Portfolio Manager. With the exception of the period from March 15, 2008 to January 18, 2011, Mr. King has been associated with the Advisor since 1996.

•

Ryan A. Harder , CFA, Portfolio Manager. Mr. Harder has been associated with the Advisor since 2004.

G UGGENHEIM S&P S MALL C AP 600 ^® P URE G ROWTH ETF (RZG)

INVESTMENT OBJECTIVE – The investment objective of the Guggenheim S&P SmallCap 600 ^® Pure Growth ETF (the “Fund”) is to replicate as closely as possible, before fees and expenses, the performance of the S&P SmallCap 600 Pure Growth Index Total Return (the “Underlying Index”).


Shareholder Fees (fees paid directly from your investment)	None
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)
Management Fees	0.35	%
Distribution (12b-1) Fees	0.00	%
Other Expenses*	0.00	%
Total Annual Fund Operating Expenses	0.35	%

*	[Other Expenses were less than 0.01% for the fiscal year ended October 31, 2012].

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


1 Year	3 Years	5 Years	10 Years
$36	$113	$197	$443

PRINCIPAL INVESTMENT STRATEGIES – The Fund invests in securities in order to meet its investment objective of replicating its Underlying Index as closely as possible, before fees and expenses. The Underlying Index is narrow in focus, containing only those S&P SmallCap 600 companies with strong growth characteristics as selected by S&P. As of December 31, 2012, the Underlying Index included [ ] of the constituents that comprise the S&P SmallCap 600. As of December 31, 2012, the Underlying Index included companies with a capitalization range of $[ ] million to $[ ] billion.

that, over time, if the Fund has sufficient assets, the correlation between the Fund’s performance and that of the Underlying Index, before fees and expenses, will be 95% or better. A figure of 100% would indicate perfect correlation. The Advisor monitors the Fund’s tracking of the Underlying Index and seeks to maintain an appropriate correlation.

Correlation and Tracking Error Risk. A number of factors may affect the Fund’s ability to track its benchmark index or achieve a high degree of correlation with its benchmark either on a single trading day or for a longer time period. Factors such as Fund expenses, imperfect correlation between the Fund’s investments and those of its Underlying Index, rounding of share prices, regulatory policies, high portfolio turnover rate and the use of leverage all contribute to tracking error or correlation risk. There can be no guarantee that the Fund will achieve a high degree of correlation. Failure to achieve a high degree of correlation may prevent the Fund from achieving its investment objective.

Derivatives Risk. Derivatives may pose risks in addition to and greater than those associated with investing directly in securities or other investments, including risks relating to leverage, imperfect correlations with underlying investments or the Fund’s other portfolio holdings, higher volatility, lack of availability, counterparty credit, liquidity and valuation. Their use is a highly specialized activity that involves investment techniques and risks different from those associated with ordinary portfolio securities transactions. If the Advisor is incorrect about its expectations of market conditions, the use of derivatives could also result in a loss, which in some cases may be unlimited. Some derivatives may trade in OTC markets, which are largely unregulated.

Liquidity and Valuation Risk. In certain circumstances, it may be difficult for the Fund to purchase and sell particular investments within a reasonable time at a fair price, or the price at which it has been valued by the Advisor for purposes of the Fund’s NAV, causing the Fund to be less liquid and unable to realize what the Advisor believes should be the price of the investment.

Passive Investment/ Index Strategy Risk. The Fund has an investment strategy that is designed to track the performance of its Underlying Index and is not actively managed. The Advisor does not base its securities selection based upon its view of the relative benefits and detriments of issuers or securities, and the Advisor does not attempt to purchase or sell securities due to declining market prices or changes in an issuer of a security held by the Fund or otherwise take defensive positions in declining markets. The Fund will purchase, hold or sell securities when an actively managed fund would not do so. Therefore, the Fund may be subject to greater losses in a declining market than a fund that is actively managed.

Small-Capitalization Securities Risk. Small-capitalization companies may be more vulnerable than larger, more established organizations to adverse business or economic developments. Securities of small-capitalization companies may experience much more price volatility, greater spreads between their bid and ask prices, significantly lower trading volumes, and cyclical or static growth prospects. Small-capitalization companies often have limited product lines, markets or financial resources, and may therefore be more vulnerable to adverse developments than larger capitalization companies.

Updated performance information is available on the Fund’s website at www.rydex-sgi.com or by calling Rydex|SGI Client Services at 800-820-0888.

The performance information shown below is based on a calendar year.

[Bar chart to be included.]


2007	1.28	%
2008	(33.03	)%
2009	37.61	%
2010	28.21	%
2011	4.75	%
2012	[	]%


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

AVERAGE ANNUAL TOTAL RETURN (for periods ended December 31, 2012)

Past 1
Year

Past 5
Years

Since
Inception
(3/1/2006)

Return Before Taxes

[

Return After Taxes on Distributions

[

Return After Taxes on Distributions and Sale of Fund Shares

[

S&P 500 Index Total Return

(reflects no deduction for fees, expenses or taxes)

[

S&P SmallCap 600 Pure Growth Index Total Return

(reflects no deduction for fees, expenses or taxes)

[

MANAGEMENT

INVESTMENT ADVISOR – Security Investors, LLC, which operates under the name Guggenheim Investments, serves as the investment adviser of the Fund.

PORTFOLIO MANAGERS

•

Michael P. Byrum , CFA, Senior Vice President of the Advisor. Mr. Byrum has been associated with the Advisor since it was founded in 1993.

•

James R. King, CFA, Portfolio Manager. With the exception of the period from March 15, 2008 to January 18, 2011, Mr. King has been associated with the Advisor since 1996.

•

Ryan A. Harder , CFA, Portfolio Manager. Mr. Harder has been associated with the Advisor since 2004.

G UGGENHEIM S&P S MALL C AP 600 ^® P URE V ALUE ETF (RZV)

INVESTMENT OBJECTIVE – The investment objective of the Guggenheim S&P SmallCap 600 ^® Pure Value ETF (the “Fund”) is to replicate as closely as possible, before fees and expenses, the performance of the S&P SmallCap 600 Pure Value Index Total Return (the “Underlying Index”).


Shareholder Fees (fees paid directly from your investment)	None
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)
Management Fees	0.35	%
Distribution (12b-1) Fees	0.00	%
Other Expenses*	0.00	%
Acquired Fund Fees and Expenses	[	]%
Total Annual Fund Operating Expenses**	[	]%

*	[Other Expenses were less than 0.01% for the fiscal year ended October 31, 2012].

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


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

PRINCIPAL INVESTMENT STRATEGIES – The Fund invests in securities in order to meet its investment objective of replicating its Underlying Index as closely as possible, before fees and expenses. The Underlying Index is narrow in focus, containing only those S&P SmallCap 600 companies with strong value characteristics as selected by S&P. As of December 31, 2012, the Underlying Index included [ ] of the constituents that comprise the S&P SmallCap 600. As of December 31, 2012, the Underlying Index included companies with a capitalization range of $[ ] million to $[ ] billion.

The Fund uses a passive management strategy, known as “replication,” to track the performance of the Underlying Index. “Replication” refers to investing in substantially all of the securities in the Underlying Index in approximately the same proportions as in the Underlying Index. Under normal circumstances, the Fund will invest at least 90% of its net assets, plus any borrowings for investment purposes, in the equity securities included in the Underlying Index. The Fund may hold up to 10% of its assets in securities not included in the Underlying Index. The Advisor expects that, over time, if the Fund has sufficient assets, the correlation between the Fund’s performance and that of the Underlying Index, before fees and expenses, will be 95% or better. A figure of 100% would indicate perfect correlation. The Advisor monitors the Fund’s tracking of the Underlying Index and seeks to maintain an appropriate correlation.

Correlation and Tracking Error Risk. A number of factors may affect the Fund’s ability to track its benchmark index or achieve a high degree of correlation with its benchmark either on a single trading day or for a longer time period. Factors such as Fund expenses, imperfect correlation between the Fund’s investments and those of its Underlying Index, rounding of share prices, regulatory policies, high portfolio turnover rate and the use of leverage all contribute to tracking error or correlation risk. There can be no guarantee that the Fund will achieve a high degree of correlation. Failure to achieve a high degree of correlation may prevent the Fund from achieving its investment objective.

Derivatives Risk. Derivatives may pose risks in addition to and greater than those associated with investing directly in securities or other investments, including risks relating to leverage, imperfect correlations with underlying investments or the Fund’s other portfolio holdings, higher volatility, lack of availability, counterparty credit, liquidity and valuation. Their use is a highly specialized activity that involves investment techniques and risks different from those associated with ordinary portfolio securities transactions. If the Advisor is incorrect about its expectations of market conditions, the use of derivatives could also result in a loss, which in some cases may be unlimited. Some derivatives may trade in OTC markets, which are largely unregulated.

Liquidity and Valuation Risk. In certain circumstances, it may be difficult for the Fund to purchase and sell particular investments within a reasonable time at a fair price, or the price at which it has been valued by the Advisor for purposes of the Fund’s NAV, causing the Fund to be less liquid and unable to realize what the Advisor believes should be the price of the investment.

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.

Updated performance information is available on the Fund’s website at www.rydex-sgi.com or by calling Rydex|SGI Client Services at 800-820-0888.

The performance information shown below is based on a calendar year.

[Bar chart to be included.]


2007	(18.84	)%
2008	(42.44	)%
2009	67.03	%
2010	28.13	%
2011	(7.75	)%
2012	[	]%


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

AVERAGE ANNUAL TOTAL RETURN (for periods ended December 31, 2012)

Past 1 Year

Past 5 Years

Since Inception
(3/1/2006)

Return Before Taxes

[

Return After Taxes on Distributions

[

Return After Taxes on Distributions and Sale of Fund Shares

[

S&P 500 Index Total Return

(reflects no deduction for fees, expenses or taxes)

[

S&P SmallCap 600 Pure Value Index Total Return

(reflects no deduction for fees, expenses or taxes)

[

MANAGEMENT

INVESTMENT ADVISOR – Security Investors, LLC, which operates under the name Guggenheim Investments, serves as the investment adviser of the Fund.

PORTFOLIO MANAGERS

•

Michael P. Byrum , CFA, Senior Vice President of the Advisor. Mr. Byrum has been associated with the Advisor since it was founded in 1993.

•

James R. King, CFA, Portfolio Manager. With the exception of the period from March 15, 2008 to January 18, 2011, Mr. King has been associated with the Advisor since 1996.

•

Ryan A. Harder , CFA, Portfolio Manager. Mr. Harder has been associated with the Advisor since 2004.

M ORE I NFORMATION A BOUT THE T RUST AND THE F UNDS

GUGGENHEIM ALTERNATIVE STYLE ETF – Guggenheim Russell Top 50 ^® Mega Cap ETF

GUGGENHEIM S&P PURE STYLE ETFS – Guggenheim S&P 500 ^® Pure Growth ETF, Guggenheim S&P 500 ^® Pure Value ETF, Guggenheim S&P MidCap 400 ^® Pure Growth ETF, Guggenheim S&P MidCap 400 ^® Pure Value ETF, Guggenheim S&P SmallCap 600 ^® Pure Growth ETF, and Guggenheim S&P SmallCap 600 ^® Pure Value ETF

INVESTMENT OBJECTIVES

PRINCIPAL INVESTMENT STRATEGIES

Each Fund’s investment policy to invest at least 90% of its net assets, plus any borrowings for investment purposes, in the equity securities included in its Underlying Index is a non-fundamental policy that can be changed by the Fund upon 60 days’ prior notice to shareholders.

The Advisor does not engage in temporary defensive investing, keeping each Fund’s assets fully invested in all market environments. As a result, the Funds may be more vulnerable to market movements that are adverse to the Funds’ investment objectives than funds that engage in temporary defensive investing strategies. The Advisor monitors each Fund on an ongoing basis, and makes adjustments to its portfolio, as necessary, to minimize tracking error and to maximize liquidity.

PRINCIPAL INVESTMENT RISKS

This section provides additional information regarding the principal risks described under “Principal Risks” in the Fund Summaries. Risk information may not be applicable to each Fund. Please consult the Fund Summaries Section for each Fund to determine which risks are applicable to a particular Fund.

unable to respond quickly to new competitive challenges such as changes in technology and may not be able to attain the high growth rate of smaller companies, especially during extended periods of economic expansion. 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.

Correlation and Tracking Error Risk. A number of factors may affect the Fund’s ability to track its benchmark index or achieve a high degree of correlation with its benchmark either on a daily basis or for a longer time period. There can be no guarantee that the Fund will achieve a high degree of correlation. Failure to achieve a high degree of correlation may prevent the Fund from achieving its investment objective. A number of factors may adversely affect the Fund’s correlation with its benchmark, including fees, expenses, transaction costs, income items, accounting standards and disruptions or illiquidity in the markets for the securities or financial instruments in which the Fund invests. The Fund may not have investment exposure to all securities in its Underlying Index, or its weighting of investment exposure to such securities or industries may be different from that of its Underlying Index. In addition, the Fund may invest in securities or financial instruments not included in its Underlying Index. The Fund may be subject to large movements of assets into and out of the Fund, potentially resulting in the Fund being over- or under-exposed to its benchmark.

Derivatives Risk. The Fund may invest a percentage of its assets in derivatives, such as equity index swaps, futures and options contracts, to pursue its investment objective. The use of such derivatives may expose the Fund to risks in addition to and greater than those associated with investing directly in the securities underlying those derivatives. Derivatives may pose risks in addition to and greater than those associated with investing directly in securities or other investments, including risks relating to leverage, imperfect correlations with underlying investments or the Fund’s other portfolio holdings, higher volatility, lack of availability, counterparty credit, liquidity and valuation.

Swap Agreements Risk. Swap agreements are two-party contracts entered into primarily by institutional investors for periods ranging from one day to more than one year. In a standard swap transaction, two parties agree to exchange the returns (or differentials in rates of return) earned or realized on particular predetermined investments or instruments. Risks associated with the use of swap agreements are different from those associated with ordinary portfolio securities transactions, due to the fact they could be considered illiquid and currently usually trade on the OTC market, which is an unregulated market. Swaps are particularly subject to counterparty credit, correlation, valuation, liquidity and leveraging risks.

ETF Shares Trading Risk. An unanticipated early closing of the NYSE Arca, Inc. (the “Exchange”) may result in a shareholder’s inability to buy or sell shares of the Fund on that day. Trading in Fund shares similarly may be halted by the Exchange because of market conditions or other reasons. If a trading halt occurs, a shareholder may temporarily be unable to purchase or sell shares of the Fund. Shares also may trade on the Exchange at prices below their net asset value (“NAV”). The NAV of shares will fluctuate with changes in the market value of the Fund’s holdings and the exchange-traded prices may not reflect these market values. In addition, although the Fund’s shares are currently listed on the Exchange, there can be no assurance that an active trading market for shares will develop or be maintained. ETF Shares also will be subject to intraday price performance risk because the Fund is rebalanced at or about the time of its NAV calculation. As such, the intraday position of the Fund will generally be different from the Fund’s stated investment objective. When shares are bought intraday, the performance of the Fund’s shares relative to the Underlying Index until the Fund’s next NAV calculation time will generally be greater than or less than the Fund’s stated multiple.

Growth Stocks Risk. Growth stocks generally are priced higher than non-growth stocks, in relation to the issuer’s earnings and other measures, because investors believe they have greater growth potential. However, there is no guarantee that such an issuer will realize that growth potential. In addition, an investment in growth stocks also may be susceptible to rapid price swings, especially during periods of economic uncertainty or in response to adverse news about the condition of the issuer, such as earnings disappointments. Growth stocks also typically have little or no dividend income to absorb the effect of adverse market conditions.

underlying fund. Further, in part because of these additional expenses, the performance of an investment company may differ from the performance the Fund would achieve if it invested directly in the underlying investments of the investment company. In addition, while the risks of owning shares of an investment company generally reflect the risks of owning the underlying investments of the investment company, the Fund may be subject to additional or different risks than if the Fund had invested directly in the underlying investments. For example, shares of an ETF are traded at market prices, which may vary from the NAV of its underlying investments. Also, the lack of liquidity in an ETF can contribute to the increased volatility of its value in comparison to the value of the underlying portfolio securities. In addition, the Fund and certain of the underlying funds may invest in investment companies or other pooled investment vehicles that are not registered pursuant to the 1940 Act and therefore, not subject to the regulatory scheme of the 1940 Act.

Exchange-Traded Fund Risk. The Fund may invest in shares of ETFs to gain exposure to its Underlying Index. ETFs are pooled investment vehicles, which may be managed or unmanaged, that generally seek to track the performance of a specific index. Although individual shares of an ETF are traded on an exchange (such as the NYSE or NASDAQ), large blocks of shares of ETFs are redeemable at NAV. This ability to redeem large blocks of shares has historically resulted in the market price of individual shares of ETFs being at or near the NAV of the ETF’s underlying investments. However, shares of ETFs may trade below their NAV. The NAV of shares will fluctuate with changes in the market value of the ETF’s holdings. The trading prices of shares will fluctuate in accordance with changes in NAV as well as market supply and demand. The difference between the bid price and ask price, commonly referred to as the “spread,” will also vary for an ETF depending on the ETF’s trading volume and market liquidity. Generally, the greater the trading volume and market liquidity, the smaller the spread is and vice versa. Any of these factors may lead to an ETF’s shares trading at a premium or a discount to NAV. Such exchange-traded products may include commodity pools that are registered pursuant to the Securities Act of 1933 and the Commodity Exchange Act.

Liquidity and Valuation Risk. In certain circumstances, it may be difficult for the Fund to purchase and sell particular investments within a reasonable time at a fair price. To the extent that there is not an established liquid market for instruments in which the Fund may invest, trading in such instruments may be relatively inactive. In addition, during periods of reduced market liquidity or in the absence of readily available market quotations for particular investments in the Fund’s portfolio, the ability of the Fund to assign an accurate daily value to these investments may be difficult and the Advisor may be required to fair value the investments. For additional information about fair valuation, see “Calculating NAV.”

Market Risk. The Fund may invest in public and privately issued securities, which may include common and preferred stocks, bonds, warrants, and rights, as well as derivatives and financial instruments that attempt to track the price movement of securities indices. Investments in securities and other financial instruments, in general, are subject to market risks that may cause their prices to fluctuate over time. The Fund’s investments may decline in value due to factors affecting securities markets generally, or particular countries, segments, economic sectors, industries or companies within those markets. The value of a security may decline due to general economic and market conditions which are not specifically related to a particular issuer, such as real or perceived adverse economic conditions or changes in interest or currency rates. The value of securities convertible into equity securities, such as warrants or convertible debt, is also affected by prevailing interest rates, the credit quality of the issuer and any call provision. Fluctuations in the value of securities and financial instruments in which the Fund invests will cause the NAV of the Fund to fluctuate. Historically, the markets have moved in cycles, and the NAV of the Fund’s securities and other financial instruments may fluctuate drastically from day to day.

Non-Diversification Risk. To the extent that the Fund invests a significant percentage of its assets in a limited number of issuers, the Fund is subject to the risks of investing in those few issuers, and may be more susceptible to a single adverse economic or regulatory occurrence. As a result, changes in the market value of a single security could cause greater fluctuations in the value of Fund shares than would occur in a diversified fund.

OTC Trading Risk. Certain of the derivatives in which the Fund invests may be traded (and privately negotiated) in the OTC market. While the OTC derivatives market is the primary trading venue for many derivatives, it is largely unregulated and lacks transparency with respect to the terms of OTC transactions. OTC derivatives are complex and often valued subjectively. Improper valuations can result in increased cash payment requirements to counterparties or a loss of value to the Fund. In addition, such derivative instruments are often highly customized and tailored to meet the needs of the counterparties. If a derivative transaction is particularly large or if the relevant market is illiquid, it may not be possible to initiate a transaction or liquidate a position at an advantageous time or price. As a result and similar to other privately negotiated contracts, the Fund is subject to counterparty credit risk with respect to such derivative contracts.

Passive Investment/Index Strategy Risk. The Fund is not actively “managed.” The Advisor does not base its securities selection based upon the Advisor’s view of the relative benefits and detriments of issuers and the Advisor does not attempt to sell securities due to declining market prices or changes in an issuer of a security held by the Fund or otherwise take defensive positions in declining markets. Therefore, unless a specific security is removed from the Underlying Index, the Fund generally would not sell a security because the security’s issuer was in financial trouble. If a specific security is removed from the Underlying Index, the Fund may be forced to sell such security at an inopportune time or for a price other than the security’s current market value. An investment in the Fund involves risks similar to those of investing in any equity securities traded on an exchange, such as market fluctuations caused by such factors as economic and political developments, changes in interest rates and perceived trends in security prices. You should anticipate that the value of Fund shares will decline, more or less, in correspondence with any decline in value of the Fund’s Underlying Index. The Underlying Index may not contain the appropriate mix of securities for any particular economic cycle, and the timing of movements from one type of security to another in seeking to replicate the Underlying Index could have a negative effect on the Fund. Unlike with an actively managed fund, the Advisor does not use techniques or defensive strategies designed to lessen the effects of market volatility or to reduce the impact of periods of market decline. This means that, based on market and economic conditions, the Fund’s performance could be lower than other types of mutual funds that may actively shift their portfolio assets to take advantage of market opportunities or to lessen the impact of a market decline.

Value Stocks Risk. Value stocks tend to be inexpensive relative to their earnings or assets compared to other types of stocks. Over time, a value investing style may go in and out of favor, causing the Fund to sometimes underperform other equity funds that use different investing styles. Value stocks can react differently to issuer, political, market and economic developments than the market overall and other types of stock. In addition, the Fund’s value approach carries the risk that the market will not recognize a security’s intrinsic value for a long time or that a stock judged to be undervalued may actually be appropriately priced.

PORTFOLIO HOLDINGS

A description of the Funds’ policies and procedures with respect to the disclosure of Fund portfolio securities is available in the Statement of Additional Information (“SAI”).

M ANAGEMENT OF THE F UNDS

INVESTMENT ADVISOR


Fund	Advisory Fee
Guggenheim Russell Top 50 ^® Mega Cap ETF		0.20	%
Guggenheim S&P 500 ^® Pure Growth ETF		0.35	%
Guggenheim S&P 500 ^® Pure Value ETF		0.35	%
Guggenheim S&P MidCap 400 ^® Pure Growth ETF		0.35	%
Guggenheim S&P MidCap 400 ^® Pure Value ETF		0.35	%
Guggenheim S&P SmallCap 600 ^® Pure Growth ETF		0.35	%
Guggenheim S&P SmallCap 600 ^® Pure Value ETF		0.35	%

As part of its agreement with the Trust, the Advisor has contractually agreed to pay all operating expenses of the Funds, including the cost of index licensing fees, transfer agency, custody, fund administration, legal, audit and other services, except management fees, interest expense, taxes (expected to be de minimis), brokerage commissions and other expenses connected with execution of portfolio transactions, short dividend expenses, expenses of the Independent Trustees (including any Trustees’ counsel fees), and extraordinary expenses. Acquired Fund Fees and Expenses are not direct operating expenses of the Funds, but are fees and expenses of the investment companies in which the Funds invest. As a result, the Advisor’s obligation to pay certain operating expenses of the Funds does not extend to Acquired Fund Fees and Expenses.

The Advisor and the Trust have obtained an exemptive order from the SEC that permits the Advisor, with the approval of the Independent Trustees of the Trust, to retain unaffiliated investment sub-advisers for the Funds without submitting the sub-advisory agreement to a vote of the Funds’ shareholders. The Advisor’s ability to hire one or more sub-advisers to oversee the day-to-day activities of the Funds in reliance on the exemptive order is subject to shareholder approval. At such time as shareholder approval is obtained and the Advisor intends to hire one or more sub-advisers in reliance on the Funds’ exemptive order, the Advisor will notify shareholders. Thereafter, the Trust will notify shareholders in the event of any change in the identity of such sub-adviser or sub-advisers. The Advisor would retain ultimate responsibility for the investment performance of the Funds due to its responsibility to oversee each sub-adviser and recommend their hiring, termination and replacement. The Advisor would not be required to disclose fees paid to any sub-adviser retained pursuant to the order.

PORTFOLIO MANAGEMENT

The Funds are managed by a team of investments professionals, and on a day-to-day basis, the following three individuals are jointly and primarily responsible for the management of the Funds.

offerings. As Portfolio Manager, Mr. Byrum was instrumental in the launch of the NASDAQ-100 ^® , Precious Metals, Government Long Bond 1.2x Strategy, Inverse Government Long Bond Strategy, Inverse S&P 500 Strategy and Inverse NASDAQ-100 ^® Strategy Funds, and helped to create the Sector Funds. He was named Vice President of Portfolio for the Advisor in 1998, and Executive Vice President in 2000. Prior to joining the Advisor, Mr. Byrum worked for Money Management Associates, the investment adviser for Rushmore Funds, Inc. He holds a degree in finance from Miami University of Ohio and is a member of the CFA Institute and the Washington Society of Investment Analysts.

S HAREHOLDER I NFORMATION

CALCULATING NAV

Each Fund calculates its NAV by:

•

Taking the current market value of its total assets

•

Subtracting any liabilities

•

Dividing that amount by the total number of shares owned by shareholders

The Funds calculate NAV as of the regularly scheduled close of normal trading on each day that the Exchange is open for business (a “Business Day”) (normally, 4:00 p.m., Eastern Time).

EXPLANATION OF CERTAIN FUND FEES AND EXPENSES

B UYING AND S ELLING F UND S HARES

SHARE TRADING PRICES

ACTIVE INVESTORS AND MARKET TIMING

DISTRIBUTION PLAN

D IVIDENDS AND D ISTRIBUTIONS

The Funds pay out dividends to shareholders at least annually. Each Fund distributes its net capital gains, if any, to shareholders annually.

A DDITIONAL T AX I NFORMATION

TAX STATUS OF EACH FUND

TAX STATUS OF DISTRIBUTIONS

•

Each Fund will, at least annually, distribute substantially all of its net investment taxable income and net capital gains income.

•

The income dividends and short-term capital gains distributions you receive from the Funds will be taxed as either ordinary income or qualified dividend income.

•

Dividends and distributions are generally taxable to you whether you receive them in cash or in additional shares.

•

Distributions paid in January but declared by a Fund in October, November or December of the previous year are generally taxable to you in the previous year.

•

Your broker will inform you of the amount of your ordinary income dividends, qualified dividend income, and capital gains distributions shortly after the close of each calendar year.

•

BACK-UP WITHHOLDING

NON-U.S. INVESTORS

Foreign shareholders ( i.e. , non-resident alien individuals and foreign corporations, partnerships, trusts and estates) are generally subject to U.S. withholding tax at the rate of 30% (or a lower tax treaty rate) on distributions derived from net investment income and short-term capital gains; provided, however, that for the Funds’ taxable years beginning on or prior to December 31, 2011, properly designated interest-related dividends and short-term capital gain dividends generally will not be subject to U.S. withholding taxes. However, depending on circumstances, the Funds may so designate all, some or none of their potentially eligible dividends, and a portion of their distributions (e.g. interest from non-U.S. sources or any foreign currency gains) would be ineligible for this potential exemption from withholding. Additionally, it is unclear whether the exception for interest-related dividends and short-term capital gain dividends will be extended to subsequent taxable years. Distributions to foreign shareholders of long-term capital gains and any gains from the sale or other disposition of shares of the Funds generally are not subject to U.S. taxation, unless the recipient is an individual who either (1) meets the definition of “resident alien” under the Internal Revenue Code or (2) is physically present in the U.S. for 183 days or more per year. Different tax consequences may result if the foreign shareholder is engaged in a trade or business within the United States. In addition, the tax consequences to a foreign shareholder entitled to claim the benefits of a tax treaty may be different than those described above.

TAX STATUS OF SHARE TRANSACTIONS

STATE TAX CONSIDERATIONS

TAXES ON CREATIONS AND REDEMPTIONS OF CREATION UNITS

P REMIUM /D ISCOUNT I NFORMATION

M ORE I NFORMATION

For more information on how to buy and sell shares of the Funds, call Rydex | SGI Client Services at 800.820.0888 or 301.296.5100 or visit www.rydex-sgi.com.

F INANCIAL H IGHLIGHTS

[To Be Included.]

I NDEX P UBLISHERS I NFORMATION

Frank Russell Company (“Russell”)

The Guggenheim Russell Top 50 ^® Mega Cap ETF is not sponsored, endorsed, sold or promoted by Russell. Russell makes no representation or warranty, express or implied, to the owners of the Guggenheim Russell Top 50 ^® Mega Cap ETF or any member of the public regarding the advisability of investing in securities generally or in the Guggenheim Russell Top 50 ^® Mega Cap ETF particularly or the ability of the Russell Top 50 ^® Mega Cap Index Total Return to track general stock market performance or a segment of the same. Russell’s publication of the Russell Top 50 ^® Mega Cap Index Total Return in no way suggests or implies an opinion by Russell as to the advisability of investment in any or all of the securities upon which the Russell Top 50 ^® Mega Cap Index Total Return is based. Russell’s only relationship to the Licensee is the licensing of certain trademarks and trade names of Russell and of the Russell Top 50 ^® Mega Cap Index Total Return which is determined, composed and calculated by Russell without regard to the Licensee or the Guggenheim Russell Top 50 ^® Mega Cap ETF. Russell is not responsible for and has not reviewed the Guggenheim Russell Top 50 ^® Mega Cap ETF nor any associated literature or publications and Russell makes no representation or warranty express or implied as to their accuracy or completeness, or otherwise. Russell reserves the right, at any time and without notice, to alter, amend, terminate or in any way change the Russell Top 50 ^® Mega Cap Index Total Return. Russell has no obligation or liability in connection with the administration, marketing or trading of the Guggenheim Russell Top 50 ^® Mega Cap ETF.

Russell does not guarantee the accuracy and/or the completeness of the Russell Top 50 ^® Mega Cap Index Total Return or any data included therein and Russell shall have no liability for any errors, omissions, or interruptions therein. Russell makes no warranty, express or implied, as to results to be obtained by the Licensee, investors, owners of the Guggenheim Russell Top 50 ^® Mega Cap ETF, or any other person or entity from the use of the Russell Top 50 ^® Mega Cap Index Total Return or any data included therein. Russell makes no express or implied warranties, and expressly disclaims all warranties of merchantability or fitness for a particular purpose of use with respect to the Russell Top 50 ^® Mega Cap Index Total Return or any data included therein. Without limiting any of the foregoing, in no event shall Russell have any liability for any special, punitive, indirect, or consequential damages (including lost profits), even if notified of the possibility of such damages.

“Frank Russell ^® ” and “Russell ^® ” are trademarks of Russell and have been licensed for use by the Licensee.

STANDARD & POOR’S

The Guggenheim S&P 500 ^® Pure Growth ETF, Guggenheim S&P 500 ^® Pure Value ETF, Guggenheim S&P MidCap 400 ^® Pure Growth ETF, Guggenheim S&P MidCap 400 ^® Pure Value ETF, Guggenheim S&P SmallCap 600 ^® Pure Growth ETF, and Guggenheim S&P SmallCap 600 ^® Pure Value ETF (the “Guggenheim S&P Pure Style Funds”) are not sponsored, endorsed, sold or promoted by Standard & Poor’s Financial Services LLC and its affiliates (“S&P”) or Citigroup Global Markets and its affiliates (“Citigroup”). Neither S&P nor Citigroup makes any representation, condition or warranty, express or implied, to the owners of the product or any member of the public regarding the advisability of investing in securities generally or in the product particularly or the ability of the S&P 500 Pure Growth Index Total Return, S&P 500 Pure Value Index Total Return, S&P MidCap 400 Pure Growth Index Total Return, S&P MidCap 400 Pure Value Index Total Return, S&P SmallCap 600 Pure Growth Index Total Return, and S&P SmallCap 600 Pure Value Index Total Return (the “S&P Indices”) to track general stock market performance. S&P’s and Citigroup’s only relationship to Guggenheim Investments and its affiliates in connection with the Guggenheim S&P Pure Style Funds is the licensing of certain trademarks and trade names and of the S&P Indices which are determined, composed and calculated by S&P without regard to Guggenheim Investments or the Guggenheim S&P Pure Style Funds. S&P and Citigroup have no obligation to take the needs of Guggenheim Investments or the owners of the Guggenheim S&P Pure Style Funds into consideration in determining, composing or calculating the S&P Indices. S&P and Citigroup are not responsible for and have not participated in the determination of the prices and amount of the Guggenheim S&P Pure Style Funds or the timing of the issuance or sale of the Guggenheim S&P Pure Style Funds or in the determination or calculation of the equation by which the Guggenheim S&P Pure Style Funds’ shares are to be converted into cash. S&P and Citigroup have no obligation or liability in connection with the administration, marketing, or trading of the Guggenheim S&P Pure Style Funds.

S&P and Citigroup do not guarantee the accuracy and/or the completeness of the S&P Indices or any data included therein, and S&P shall have no liability for any errors, omissions, or interruptions therein. S&P and Citigroup make no warranty, condition or representation, express or implied, as to results to be obtained by Guggenheim Investments, owners of the Guggenheim S&P Pure Style Funds, or any other person or entity form the use of the S&P Indices or any data included therein. S&P and Citigroup make no express or implied warranties, representations or conditions and expressly disclaim all warranties or conditions of merchantability or fitness for a particular purpose or use and any other express or implied warranty or condition with respect to the S&P Indices or any data included therein. Without limiting any of the foregoing, in no event shall S&P or Citigroup have any liability for any special, punitive, indirect, or consequential damages (including lost profits) resulting from the use of the S&P Indices or any data included therein, even if notified of the possibility of such damages.

More information about the Index Publishers is located in the SAI.

A DDITIONAL I NFORMATION

The Trust’s Investment Company Act file number is 811-21261.

Rydex | SGI

P.O. Box 758567

Topeka, Kansas 66675-8567

800.820.0888

www.rydex-sgi.com

ETFPSQ-1-0312x0313

GUGGENHEIM INVERSE & LEVERAGED ETFS

PROSPECTUS

[FEBRUARY 28, 2013]

Guggenheim Inverse & Leveraged ETF

Guggenheim 2x S&P 500 ^® ETF (NYSE Arca, Inc.: RSU)

Guggenheim Inverse 2x S&P 500 ^® ETF (NYSE Arca, Inc.: RSW)

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.

Table of Contents

FUND SUMMARIES

(Includes Important Information About the Fund; Investment Objective; Fees and Expenses; Principal Investment Strategies; Principal Risks; Performance Information; Management; Purchase and Sale of Fund Shares; Tax Information; and Payments to Broker-Dealers and Other Financial Intermediaries)


Guggenheim 2x S&P 500 ^® ETF			1
Guggenheim Inverse 2x S&P 500 ^® ETF			7
MORE INFORMATION ABOUT THE TRUST AND THE FUNDS			14
MANAGEMENT OF THE FUNDS			23
SHAREHOLDER INFORMATION			26
BUYING AND SELLING FUND SHARES			26
DIVIDENDS AND DISTRIBUTIONS			27
ADDITIONAL TAX INFORMATION			27
PREMIUM/DISCOUNT INFORMATION			29
MORE INFORMATION			29
FINANCIAL HIGHLIGHTS			30
INDEX PUBLISHER INFORMATION			31
ADDITIONAL INFORMATION			32

ii PROSPECTUS

Guggenheim 2x S&P 500 ^® ETF (RSU)

IMPORTANT INFORMATION ABOUT THE FUND

The Guggenheim 2x S&P 500 ^® ETF (the “Fund”) is very different from most other exchange-traded funds in that it seeks daily leveraged investment results. As a result, the Fund may be riskier than other exchange-traded funds that do not use leverage because the performance of an investment is magnified.

The effect of leverage on the Fund will cause the Fund’s performance to diverge from the performance of the Fund’s benchmark (as defined below) over a period of time greater than a single trading day. This means that the return of the Fund for a period longer than a single trading day will be the result of each day’s compounded returns over the period, which will likely differ from twice the return of the Fund’s Underlying Index (as defined below) for that period. A “single trading day” is measured from the time the Fund calculates its net asset value (“NAV”) to the time of the Fund’s next NAV calculation. As a consequence, especially in periods of market volatility, the path or trend of the benchmark during the longer period may be at least as important to the Fund’s cumulative return for the longer period as the cumulative return of the benchmark for the relevant longer period. Further, the return for investors who invest for a period longer than a single trading day will not be the product of the return of the Fund’s stated investment goal ( e.g. , 2x) and the cumulative performance of the Underlying Index (as defined below).

The Fund is not suitable for all investors. The Fund should be utilized only by investors who (a) understand the risks associated with the use of leverage, (b) understand the consequences of seeking daily leveraged investment results, and (c) intend to actively monitor and manage their investments. Investors who do not meet these criteria should not buy shares of the Fund. An investment in the Fund is not a complete investment program.

INVESTMENT OBJECTIVE

The Fund seeks to provide investment results that match, before fees and expenses, the performance of a specific benchmark on a daily basis. The Fund’s current benchmark is 200% of the daily performance of the S&P 500 Index Total Return (the “Underlying Index”). The Fund does not seek to achieve its investment objective over a period of time greater than one day.

FEES AND EXPENSES OF THE FUND

The table below describes the fees and expenses that you may pay if you buy and hold shares of the Fund. Most investors also will incur customary brokerage commissions when buying or selling shares of the Fund, which are not reflected in the table or the Example.


SHAREHOLDER FEES (fees paid directly from your investment)	None
ANNUAL FUND OPERATING EXPENSES (expenses that you pay each year as a percentage of the value of your investment)
Management Fees	0.70	%
Distribution (12b-1) Fees	0.00	%
Other Expenses	0.01	%

Total Annual Fund Operating Expenses	0.71	%

EXAMPLE

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


1 Year	3 Years	5 Years	10 Years
$73	$227	$395	$883

PROSPECTUS 1

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 Total Annual Fund Operating Expenses or in the Example, affect the Fund’s performance. This rate excludes the value of portfolio securities received or delivered as a result of in-kind creations or redemptions of the Fund’s shares. During the most recent fiscal year, the Fund’s portfolio turnover rate was [ ]% of the average value of its portfolio. However, the Fund’s portfolio turnover rate is calculated without regard to cash instruments, derivatives, or securities received or delivered as a result of in-kind creations and redemptions of the Fund’s shares. If such instruments were included, the Fund’s portfolio turnover rate would be significantly higher.

PRINCIPAL INVESTMENT STRATEGIES

The Fund invests in securities and derivatives in order to meet its investment objective of providing investment results that match on a single trading day, before fees and expenses, 200% of the daily performance of the Underlying Index. The Underlying Index is a capitalization-weighted index composed of 500 common stocks, which are chosen by the Standard & Poor’s Corporation (“S&P”) on a statistical basis. As of December 31, 2012, the Underlying Index, which generally represents large-capitalization companies, included companies with a capitalization range of $[ ] billion to $[ ] billion.

The Fund employs as its investment strategy a program of investing in equity securities contained in the Underlying Index and leveraged derivative instruments, such as equity index swaps and futures contracts. It also can use options on securities, on futures contracts, and on stock indices. The Fund generally will enter into equity index swaps and futures contracts to create the additional leverage exposure needed to pursue its objective (200% of the daily performance of the Underlying Index). The Advisor generally can also invest in derivatives in lieu of holding the equity securities included in the Underlying Index when the derivatives provide a more efficient means of gaining market exposure to the Underlying Index than direct investments provide. The Fund primarily invests in exchange-traded derivative instruments, but equity index swaps and certain other derivatives entered into by the Fund may be traded in the over-the-counter (“OTC”) market.

The Advisor uses a quantitative approach to determine the Fund’s investments. The Advisor does not conduct fundamental research in order to select the Fund’s investments (other than research conducted on counterparties to derivatives and repurchase agreements). The Fund seeks to remain fully invested at all times in securities and/or derivatives that, in combination, provide on a daily basis two times the exposure to the Underlying Index without regard to market conditions, trends or direction. Accordingly, the Fund will not enter into temporary defensive positions in response to changes in market conditions.

On a daily basis at the end of the day, the Fund will seek to adjust the composition of its portfolio so that it is exposed to the Underlying Index consistent with the Fund’s objective.

On a day-to-day basis, the Fund will hold also repurchase agreements, U.S. Government securities or cash equivalents to collateralize its derivative positions. The Fund may also hold shares of investment funds, including money market funds. The Fund will purchase equity securities directly (or derivatives on equity securities) that are generally within the capitalization range of the Underlying Index at the time of purchase, but may purchase equity securities of any capitalization range.

PRINCIPAL RISKS

As with all exchange-traded funds, a shareholder is subject to the risk that his or her investment could lose money. In addition to this risk, the Fund is subject to a number of additional risks that may affect the value of its shares, including:

Active Investor Risk – Investors in the Fund may utilize strategies that call for frequent trading of Fund shares to take advantage of anticipated changes in market conditions. Active trading could increase the rate of portfolio turnover. A high level of portfolio turnover may negatively impact performance by increasing transaction costs. In addition, large movements of assets into and out of the Fund may negatively impact the Fund’s ability to achieve its investment objective or maintain a consistent level of operating expenses. In certain circumstances, the Fund’s expense ratio may vary from current estimates or the historical ratio disclosed in this Prospectus.

2 PROSPECTUS

Correlation, Tracking Error and Compounding Risk – A number of factors may affect the Fund’s ability to track its benchmark index or achieve a high degree of correlation with its benchmark either on a single trading day or for a longer time period. Factors such as Fund expenses, imperfect correlation between the Fund’s investments and those of its Underlying Index, rounding of share prices, regulatory policies, high portfolio turnover rate and the use of leverage all contribute to tracking error or correlation risk. There can be no guarantee that the Fund will achieve a high degree of correlation. Failure to achieve a high degree of correlation may prevent the Fund from achieving its investment objective. The risk of the Fund not achieving its daily investment objective will be more acute when the Underlying Index has an extreme one-day movement approaching 50%. As a result of compounding, daily rebalancing, market volatility and Fund fees and expenses, the Fund’s performance for periods greater than one day is likely to be either greater than or less than the performance of the Underlying Index times the stated multiple in the Fund’s investment objective, before accounting for fees and fund expenses.

Compounding affects all investments, but has a more significant impact on a leveraged index fund, such as the Fund. In general, particularly during periods of higher index volatility, compounding will cause longer-term results to be more or less than the return of the Fund’s benchmark. This effect becomes more pronounced as volatility increases.

Fund performance for periods greater than one day can be estimated given any set of assumptions for the following factors: (a) Underlying Index performance; (b) Underlying Index volatility; (c) financing rates associated with leverage; (d) other Fund expenses; (e) dividends paid by companies in the Underlying Index; and (f) period of time. The chart below illustrates the impact of two principal factors – volatility and index performance – on Fund performance. The chart shows estimated Fund returns for a number of combinations of performance and volatility over a one-year period. Performance shown in the chart assumes: (a) no dividends paid by the companies included in the Underlying Index; (b) no Fund expenses; and (c) a cost of leverage of zero percent. If Fund expenses were included, the Fund’s performance would be lower than shown.

Areas shaded lighter represent those scenarios where the Fund can be expected to return more than twice the performance of the Underlying Index; conversely, areas shaded darker represent those scenarios where the Fund can be expected to return less than twice the performance of the Underlying Index. For periods longer than one day, due to Fund expenses, portfolio transaction costs and other factors, the Fund will lose money when the level of the Underlying Index is flat and can even lose money when the index rises.


Index Performance				Annualized Volatility
1x		2x		10%		25%		50%		75%		100%
	-60%		-120%		-84%		-85%		-88%		-91%		-94%
	-50%		-100%		-75%		-77%		-81%		-86%		-91%
	-40%		-80%		-65%		-66%		-72%		-80%		-87%
	-30%		-60%		-52%		-54%		-62%		-72%		-82%
	-20%		-40%		-37%		-41%		-49%		-64%		-78%
	-10%		-20%		-20%		-24%		-37%		-55%		-71%
	0%		0%		-1%		-5%		-22%		-43%		-65%
	10%		20%		19%		14%		-5%		-31%		-58%
	20%		40%		42%		36%		11%		-15%		-47%
	30%		60%		67%		59%		32%		-3%		-38%
	40%		80%		93%		84%		52%		11%		-28%
	50%		100%		122%		111%		76%		28%		-20%
	60%		120%		154%		140%		100%		44%		-10%

The Underlying Index’s annualized historical volatility rate for the five year period ended December 31, 2012 is [ ]%. The Underlying Index’s highest one-year volatility rate during the five year period is [ ]%. The Underlying Index’s annualized performance for the five year period ended December 31, 2012 is [ ]%.

Historical Underlying Index volatility and performance are not indications of what the Underlying Index volatility and performance will be in the future.

PROSPECTUS 3

Counterparty Credit Risk – The Fund makes investments in financial instruments and OTC-traded derivatives involving counterparties to gain exposure to a particular group of securities, index or asset class without actually purchasing those securities or investments, or to hedge a position. Through these investments, the Fund is exposed to credit risks that the counterparty may be unwilling or unable to make timely payments to meet its contractual obligations or may fail to return holdings that are subject to the agreement with the counterparty. If the counterparty becomes bankrupt or defaults on its payment obligations to the Fund, the Fund may not receive the full amount that it is entitled to receive. If this occurs, the value of your shares in the Fund will decrease.

Derivatives Risk – Derivatives may pose risks in addition to and greater than those associated with investing directly in securities or other investments, including risks relating to leverage, imperfect correlations with underlying investments or the Fund’s other portfolio holdings, high volatility, lack of availability, counterparty credit, liquidity and valuation. Their use is a highly specialized activity that involves investment techniques and risks different from those associated with ordinary portfolio securities transactions. If the Advisor is incorrect about its expectations of market conditions, the use of derivatives could also result in a loss, which in some cases may be unlimited. Certain risks also are specific to the derivatives in which the Fund invests.

Swap Agreements Risk: Swap agreements relate to a contract among the Fund and a counterparty to exchange the return of the pre-determined underlying investment (such as the rate of return of the Underlying Index). Risks associated with the use of swap agreements are different from those associated with ordinary portfolio securities transactions, due in part to the fact they could be considered illiquid and currently usually trade on the OTC market, which is an unregulated market. Swaps are particularly subject to counterparty credit, correlation, valuation, liquidity and leveraging risks.

Futures Contracts Risk: Futures contracts are typically exchange traded contracts that call for the future delivery of an asset at a certain price and date, or cash settlement of the terms of the contract. Risks of futures contracts may be caused by an imperfect correlation between movements in the price of the instruments and the price of the underlying securities. In addition, there is the risk that a Fund may not be able to enter into a closing transaction because of an illiquid market. Exchanges can limit the number of positions that can be held or controlled by the Fund or its Advisor, thus limiting the ability to implement the Fund strategies. Futures markets are highly volatile and the use of futures may increase the volatility of the Funds’ NAV. Futures are also subject to leverage risks and to liquidity risk.

Options Risk: Options or options on futures contracts give the holder of the option the right to buy (or to sell) a position in a security or in a contract to the writer of the option, at a certain price. They are subject to correlation risk because there may be an imperfect correlation between the options and the securities markets that cause a given transaction to fail to achieve its objectives. The successful use of options depends on the Advisor’s ability to predict correctly future price fluctuations and the degree of correlation between the options and securities markets. Exchanges can limit the number of positions that can be held or controlled by the Fund or its Advisor, thus limiting the ability to implement the Fund strategies. Options are also particularly subject to leverage risk and can be subject to liquidity risk.

ETF Shares Trading Risks – An unanticipated early closing of the NYSE Arca, Inc. (the “Exchange”) may result in a shareholder’s inability to buy or sell shares of the Fund on that day. Trading in Fund shares similarly may be halted by the Exchange because of market conditions or other reasons. If a trading halt occurs, a shareholder may temporarily be unable to purchase or sell shares of the Fund. Shares also may trade on the Exchange at prices that differ from (and can be below) their NAV. The NAV of shares will fluctuate with changes in the market value of the Fund’s holdings and the exchange-traded prices may not reflect these market values. In addition, although the Fund’s shares are currently listed on the Exchange, there can be no assurance that an active trading market for shares will develop or be maintained. ETF Shares also will be subject to intraday price performance risk because the Fund is rebalanced at or about the time of its NAV calculation. As such, the intraday position of the Fund will generally be different from the Fund’s stated investment objective of corresponding to two times (2x) the Underlying Index. When shares are bought intraday, the performance of the Fund’s shares relative to the Index until the Fund’s next NAV calculation time will generally be greater than or less than the Fund’s stated multiple.

Investment in Investment Companies Risk – Investing in other investment companies, including money market funds, subjects the Fund to those risks affecting the investment company, including the possibility that the value of the underlying securities held by the investment company could decrease. Moreover, the Fund and its shareholders will incur its pro rata share of the underlying investment company’s expenses.

Large-Capitalization Securities Risk – The Fund is subject to the risk that large-capitalization stocks may underperform other segments of the equity market or the equity market as a whole. Larger, more established companies may be unable to respond quickly to new competitive challenges such as changes in technology and may not be able to attain the high growth rate of smaller companies, especially during extended periods of economic expansion.

4 PROSPECTUS

The Fund’s investments in these instruments generally require a small investment relative to the amount of investment exposure assumed. As a result, such investments may give rise to losses that exceed greatly the amount invested in those instruments. Since the Fund’s investment strategy involves consistently applied leverage, the value of the Fund’s shares will tend to increase or decrease more than the value of any increase or decrease in the Underlying Index. Leverage will also have the effect of magnifying tracking error.

Market Risk – The Fund’s investments in equity securities and derivatives, in general, are subject to market risks that may cause their prices, and therefore the Fund’s NAV, to fluctuate over time. Markets are subject to political, regulatory, economic and financial market risks.

Non-Diversification Risk – The Fund is considered non-diversified and can invest a greater portion of its assets in securities of individual issuers than a diversified fund. As a result, changes in the market value of the securities of a single issuer could cause greater fluctuations in the NAV of Fund shares than would occur in a diversified fund.

OTC Trading Risk – Certain of the derivatives in which the Fund may invest may be traded (and privately negotiated) in the OTC market. While the OTC derivatives market is the primary trading venue for many derivatives, it is largely unregulated. As a result, and similar to other privately negotiated contracts, the Fund is subject to counterparty credit risk with respect to such derivative contracts.

Passive Investment/Index Strategy Risk – The Fund has an investment strategy that is designed to track the performance of its Underlying Index on a daily basis and is not actively managed. The Advisor does not base its securities selection based upon its view of the relative benefits and detriments of issuers or securities, and the Advisor does not attempt to purchase or sell securities due to declining market prices or changes in an issuer of a security held by the Fund or otherwise take defensive positions in declining markets. The Fund will purchase, hold or sell securities when an actively managed fund would not do so. Therefore, the Fund may be subject to greater losses in a declining market than a fund that is actively managed.

Trading Halt Risk – An exchange or market may issue trading halts on specific securities or derivatives, or may close early or late, which will affect the ability of the Fund to buy or sell certain securities or derivatives. In such circumstances, the Fund may be unable to rebalance its portfolio, may be unable to accurately price its investments or may incur substantial trading losses.

PERFORMANCE INFORMATION

The following bar chart shows the performance of the shares of the Fund from year to year. The variability of performance over time provides an indication of the risks of investing in the Fund. The following table shows the performance of the shares of the Fund as an average over different periods of time in comparison to the performance of a broad-based market index. The figures in the bar chart and table assume the reinvestment of dividends and capital gains distributions. Of course, this past performance (before and after taxes) does not necessarily indicate 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 Rydex|SGI Client Services at 800-820-0888.

The performance information shown below is based on a calendar year.

[Bar chart to be included.]


2008	(67.64	)%
2009	46.28	%
2010	26.96	%
2011	(2.32	)%
2012	[	]%

Highest Quarter Return

Lowest Quarter Return

[ ]

[

]

[

PROSPECTUS 5

AVERAGE ANNUAL TOTAL RETURN (for periods ended December 31, 2012)

Past

1 Year

Past

5 Years

Since Inception
(11/5/2007)

Return Before Taxes

[

Return After Taxes on Distributions

[

Return After Taxes on Distributions and Sale of Fund Shares

[

S&P 500 Index Total Return (reflects no deduction for fees, expenses or taxes)

[

MANAGEMENT

INVESTMENT ADVISOR

Security Investors, LLC (the “Advisor”), which operates under the name Guggenheim Investments, serves as the investment adviser of the Fund.

PORTFOLIO MANAGERS

•

Michael P. Byrum , CFA, Senior Vice President of the Advisor. Mr. Byrum has been associated with the Advisor since it was founded in 1993.

•

James R. King, CFA, Portfolio Manager. With the exception of the period from March 15, 2008 to January 18, 2011, Mr. King has been associated with the Advisor since 1996.

•

Ryan A. Harder , CFA, Portfolio Manager. Mr. Harder has been associated with the Advisor since 2004.

PURCHASE AND SALE OF FUND SHARES

Shares may be purchased and redeemed from the Fund only in “Creation Units” of 50,000 shares, or multiples thereof. As a practical matter, only institutions and large investors, such as market makers or other large broker-dealers, purchase or redeem Creation Units. Most investors will buy and sell shares of the Fund on the Exchange. Individual shares can be bought and sold throughout the trading day like other publicly traded securities through a broker-dealer on the Exchange. These transactions do not involve the Fund. The price of an individual Fund share is based on market prices, which may be different from its NAV. As a result, the Fund’s shares may trade at a price greater than the NAV (at a premium) or less than the NAV (at a discount). Most investors will incur customary brokerage commissions and charges when buying or selling shares of the Fund through a broker-dealer on the Exchange.

TAX INFORMATION

Fund distributions are generally 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.

6 PROSPECTUS

Guggenheim Inverse 2x S&P 500 ^® ETF (RSW)

IMPORTANT INFORMATION ABOUT THE FUND

The Guggenheim Inverse 2x S&P 500 ^® ETF (the “Fund”) is very different from most other exchange-traded funds in that it seeks to provide leveraged investment results that match the opposite of the performance of a specific benchmark on a daily basis, a result opposite of most mutual funds. As a result, the Fund may be riskier than other exchange-traded funds that do not use leverage because the performance of an investment is magnified.

The effect of leverage on the Fund will generally cause the Fund’s performance to diverge from the performance of the Fund’s benchmark (as defined below) over a period of time greater than a single trading day. This means that the return of the Fund for a period longer than a single trading day will be the result of each day’s compounded returns over the period, which will likely differ from twice the return of the Fund’s Underlying Index (as defined below) for that period. A “single trading day” is measured from the time the Fund calculates its net asset value (“NAV”) to the time of the Fund’s next NAV calculation. As a consequence, especially in periods of market volatility, the path or trend of the benchmark during the longer period may be at least as important to the Fund’s cumulative return for the longer period as the cumulative return of the benchmark for the relevant longer period. Further, the return for investors who invest for a period longer than a single trading day will not be the product of the return of the Fund’s stated investment goal ( e.g. , -2x) and the cumulative performance of the Underlying Index (as defined below).

The Fund is not suitable for all investors. The Fund should be utilized only by investors who (a) understand the risks associated with the use of leverage, (b) understand the consequences of seeking daily leveraged and inverse investment results, and (c) intend to actively monitor and manage their investments. Investors who do not meet these criteria should not buy shares of the Fund. An investment in the Fund is not a complete investment program.

INVESTMENT OBJECTIVE

The Fund seeks to provide investment results that match, before fees and expenses, the performance of a specific benchmark on a daily basis. The Fund’s current benchmark is 200% of the inverse (opposite) of the daily performance of the S&P 500 Index Total Return (the “Underlying Index”). The Fund does not seek to achieve its investment objective over a period of time greater than one day.

FEES AND EXPENSES OF THE FUND


SHAREHOLDER FEES (fees paid directly from your investment)	None
ANNUAL FUND OPERATING EXPENSES (expenses that you pay each year as a percentage of the value of your investment)
Management Fees	0.70	%
Distribution (12b-1) Fees	0.00	%
Other Expenses	0.01	%

Total Annual Fund Operating Expenses	0.71	%

EXAMPLE

This Example is intended to help you compare the cost of investing in the Fund with the cost of investing in other 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. The Example does not take into account brokerage commissions that you pay when purchasing or selling shares of the Fund. If the commissions were included in the Example, your costs would be higher. Although your actual costs may be higher or lower, based on these assumptions your costs would be:


1 Year	3 Years	5 Years	10 Years
$73	$227	$395	$883

PROSPECTUS 7

PORTFOLIO TURNOVER

PRINCIPAL INVESTMENT STRATEGIES

The Fund usually invests in derivatives, and cash and money market instruments, in order to meet its investment objective of providing investment results that match, before fees and expenses, 200% of the inverse (opposite) of the daily performance of the Underlying Index. The Underlying Index is a capitalization-weighted index composed of 500 common stocks, which are chosen by the Standard & Poor’s Corporation (“S&P”) on a statistical basis. As of December 31, 2012, the Underlying Index, which generally represents large-capitalization companies, included companies with a capitalization range of $[ ] billion to $[ ] billion.

The Fund employs as its investment strategy a program of investing in leveraged derivative instruments, such as equity index swaps and futures contracts. It can also use options on securities, on futures contracts, and on stock indices. Investments in derivatives enable the Fund to pursue its objective in lieu of selling short securities included in the Underlying Index. The Fund can also, from time to time, sell short securities that are included in the Underlying Index if deemed efficient to seek to attain the Fund’s objective. The Fund primarily invests in exchange-traded derivatives instruments, but equity index swaps and certain other derivatives entered into by the Fund may be traded in the over-the-counter (“OTC”) market.

The Advisor uses a quantitative approach to determine the Fund’s investments. The Advisor does not conduct fundamental research in order to select the Fund’s investments (other than research conducted on counterparties to derivatives and repurchase agreements). The Fund seeks to remain fully invested at all times to provide on a daily basis two times the inverse (-2x) exposure of the Underlying Index without regard to market conditions, trends or direction. Accordingly, the Fund will not enter into temporary defensive positions in response to changes in market conditions.

On a daily basis at the end of the day, the Fund will seek to adjust the composition of its portfolio so that it is exposed to the Underlying Index consistent with the Fund’s objective.

On a day-to-day basis, the Fund will also hold repurchase agreements, U.S. Government securities or cash equivalents to collateralize its derivative positions. The Fund may also hold shares of investment funds, including money market funds.

PRINCIPAL RISKS

8 PROSPECTUS

Correlation, Tracking Error, and Compounding Risk – A number of factors may affect the Fund’s ability to achieve a high degree of correlation with or track its benchmark or index either on a single trading day or for a longer time period, and there can be no guarantee that the Fund will achieve a high degree of correlation. Factors such as Fund expenses, imperfect correlation between the Fund’s investments and those of its Underlying Index, rounding of share prices, regulatory policies, high portfolio turnover rate and the use of leverage all contribute to tracking error or correlation risk. Failure to achieve a high degree of correlation may prevent the Fund from achieving its investment objective. The risk of the Fund not achieving its daily investment objective will be more acute when the Underlying Index has an extreme one-day movement approaching 50%. As a result of compounding, daily rebalancing, market volatility and Fund fees and expenses, because the Fund has a single day investment objective, the Fund’s performance for periods greater than one day is likely to be either greater than or less than the inverse of the performance of the Underlying Index times the stated multiple in the Fund’s investment objective, before accounting for fees and fund expenses.

Compounding affects all investments, but has a more significant impact on a leveraged fund, such as the Fund. In general, particularly during periods of higher index volatility, compounding will cause longer-term results to be more or less than the return of the Fund’s Underlying Index. This effect becomes more pronounced as volatility increases.

Areas shaded lighter represent those scenarios where the Fund can be expected to return more than twice the inverse performance of the Underlying Index; conversely, areas shaded darker represent those scenarios where the Fund can be expected to return the same or less than twice the inverse performance of the Underlying Index. For periods longer than one day, due to Fund expenses, portfolio transaction costs and other factors, the Fund will lose money when the level of the Underlying Index is flat and can even lose money when the index rises.


Index Performance					Annualized Volatility
1x		-2x			10%			25%			50%			75%			100%
	-60%		120	%		506	%		404	%		199	%		13	%		-69	%
	-50%		100	%		286	%		229	%		91	%		-27	%		-82	%
	-40%		80	%		171	%		128	%		33	%		-49	%		-86	%
	-30%		60	%		99	%		70	%		-1	%		-62	%		-90	%
	-20%		40	%		52	%		31	%		-27	%		-70	%		-93	%
	-10%		20	%		20	%		3	%		-42	%		-77	%		-94	%
	0%		0	%		-3	%		-18	%		-52	%		-81	%		-96	%
	10%		-20	%		-19	%		-31	%		-61	%		-84	%		-96	%
	20%		-40	%		-32	%		-43	%		-67	%		-87	%		-97	%
	30%		-60	%		-42	%		-51	%		-72	%		-89	%		-97	%
	40%		-80	%		-50	%		-58	%		-75	%		-91	%		-97	%
	50%		-100	%		-57	%		-63	%		-79	%		-92	%		-98	%
	60%		-120	%		-62	%		-68	%		-82	%		-93	%		-98	%

Historical Underlying Index volatility and performance are not indications of what the Underlying Index volatility and performance will be in the future.

Counterparty Credit Risk – The Fund makes investments in financial instruments and OTC-traded derivatives involving counterparties to gain exposure to a particular group of securities, index or asset class without actually purchasing those securities or investments, or to hedge a position. Through these investments, the Fund is exposed to credit risks that the counterparty may be unwilling or unable to make timely payments to meet its contractual obligations or may fail to return holdings that are subject to the agreement with the counterparty. If the counterparty becomes bankrupt or default on its payment obligations to the Fund, the Fund may not receive the full amount that it is entitled to receive. If this occurs, the value of your shares in the Fund will decrease.

PROSPECTUS 9

Derivatives Risk – Derivatives may pose risks in addition to and greater than those associated with investing directly in securities or other investments, including risks relating to leverage, imperfect correlations with underlying investments or the Fund’s other portfolio holdings, high volatility, lack of availability, counterparty credit, liquidity and valuation. Their use is a highly specialized activity that involves investment techniques and risks different from those associated with ordinary portfolio securities transactions. If the Advisor is incorrect about its expectations of market conditions, the use of derivatives could also result in a loss, which in some cases may be unlimited. Obtaining inverse exposure through derivatives may be considered an aggressive investment technique. Certain risks also are specific to the derivatives in which the Fund invests.

ETF Shares Trading Risks – An unanticipated early closing of the NYSE Arca, Inc. (the “Exchange”) may result in a shareholder’s inability to buy or sell shares of the Fund on that day. Trading in Fund shares similarly may be halted by the Exchange because of market conditions or other reasons. If a trading halt occurs, a shareholder may temporarily be unable to purchase or sell shares of the Fund. Shares also may trade on the Exchange at prices that differ from (and can be below) their NAV. The NAV of shares will fluctuate with changes in the market value of the Fund’s holdings and the exchange-traded prices may not reflect these market values. In addition, although the Fund’s shares are currently listed on the Exchange, there can be no assurance that an active trading market for shares will develop or be maintained. ETF Shares also will be subject to intraday price performance risk because the Fund is rebalanced at or about the time of its NAV calculation. As such, the intraday position of the Fund will generally be different from the Fund’s stated investment objective of corresponding to two times the inverse (-2x) of the Underlying Index. When shares are bought intraday, the performance of the Fund’s shares relative to the Underlying Index until the Fund’s next NAV calculation time will generally be greater than or less than the Fund’s stated multiple.

Investment in Investment Companies Risk – Investing in other investment companies, including money market funds, subjects the Fund to those risks affecting the investment company, including the possibility that the value of the underlying securities held by the investment company could decrease. Moreover, the Fund and its shareholders will incur its pro rata share of the underlying investment company’s expenses.

Large-Capitalization Securities Risk – The Fund is subject to the risk that large-capitalization stocks may outperform other segments of the equity market or the equity market as a whole. Larger, more established companies may be unable to respond quickly to new competitive challenges such as changes in technology and may not be able to attain the high growth rate of smaller companies, especially during extended periods of economic expansion.

Leveraging Risk – The Fund achieves leveraged exposure to the Underlying Index through the use of derivative instruments. The more the Fund invests in leveraged instruments, the more any losses on securities held by the Underlying Index will be magnified. The Fund’s investments in these instruments generally require a small investment relative to the amount of investment exposure assumed. As a result, such investments may give rise to losses that exceed greatly the amount invested in those instruments. Since the Fund’s investment strategy involves consistently applied leverage, the value of the Fund’s shares will tend to increase or decrease more than the value of any increase or decrease in the Underlying Index. Leverage will also have the effect of magnifying tracking error.

10 PROSPECTUS

Market Risk – The Funds, investments in equity securities and derivatives, in general, are subject to market risks that may cause their prices, and therefore the Funds NAV, to fluctuate over time. Markets are subject to political, regulatory, economic and financial market risks.

Non-Diversification Risk –The Fund is considered non-diversified and can invest a greater portion of its assets in securities of individual issuers than a diversified fund. As a result, changes in the market value of securities of a single issuer could cause greater fluctuations in the value of NAV of the Fund shares than would occur in a diversified fund.

Passive Investment/Index Strategy Risk – The Fund has an investment strategy that is designed to track the inverse of the performance of its Underlying Index on a daily basis and is not actively managed. The Advisor does not base its securities selection based upon the its view of the relative benefits and detriments of issuers or securities, and the Advisor does not attempt to sell securities due to changing market prices or changes in an issuer of a security held by the Fund, and does not otherwise take defensive positions in response to changing market conditions markets. The Fund will purchase, hold, sell or sell short securities and instruments when an actively managed fund would not do so. Therefore, the Fund may be subject to greater losses in a changing market than a fund that is actively managed.

Short Sale Exposure Risk – The Fund will seek two times the inverse (-2x) exposure through leveraged derivative instruments, such as swap agreements and futures contracts and also can sell securities short. Risks associated with these investments include an increase in the volatility and decrease in the liquidity of securities underlying the short position, which may adversely impact the Fund’s return, result in a loss, have the effect of limiting the Fund’s ability to obtain two times the inverse (-2x) exposure through derivatives, or require the Fund to seek inverse exposure through alternative investment strategies that may be less desirable or may be costly to implement.

PERFORMANCE INFORMATION

Updated performance information is available on the Fund’s website at www.rydex-sgi.com or by calling Rydex|SGI Client Services at 800-820-0888.

PROSPECTUS 11

The performance information shown below is based on a calendar year.

[Bar chart to be included.]


2008	69.85	%
2009	(49.93	)%
2010	(31.85	)%
2011	(18.97	)%
2012	[	]%

Highest Quarter Return

Lowest Quarter Return

[ ]

[

]

[

]

AVERAGE ANNUAL TOTAL RETURN (for periods ended December 31, 2012)

Past

1 Year

Past

5 Years

Since Inception
(11/5/2007)

Return Before Taxes

[

Return After Taxes on Distributions

[

Return After Taxes on Distributions and Sale of Fund Shares

[

S&P 500 Index Total Return (reflects no deduction forfees, expenses or taxes)

[

MANAGEMENT

INVESTMENT ADVISOR

Security Investors, LLC (the “Advisor”), which operates under the name Guggenheim Investments, serves as the investment adviser of the Fund.

PORTFOLIO MANAGERS

•

Michael P. Byrum , CFA, Senior Vice President of the Advisor. Mr. Byrum has been associated with the Advisor since it was founded in 1993.

•

James R. King, CFA, Portfolio Manager. With the exception of the period from March 15, 2008 to January 18, 2011, Mr. King has been associated with the Advisor since 1996.

•

Ryan A. Harder, CFA, Portfolio Manager. Mr. Harder has been associated with the Advisor since 2004.

PURCHASE AND SALE OF FUND SHARES

TAX INFORMATION

Fund distributions are generally 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.

12 PROSPECTUS

PAYMENTS TO BROKER-DEALERS AND OTHER FINANCIAL INTERMEDIARIES

PROSPECTUS 13

M ORE I NFORMATION A BOUT THE T RUST AND THE F UNDS

Rydex ETF Trust (the “Trust”) is a Delaware statutory trust offering a number of professionally managed investment portfolios, or funds, that are grouped into several categories according to each fund’s investment strategy. This Prospectus describes the Guggenheim 2x S&P 500 ^® ETF and Guggenheim Inverse 2x S&P 500 ^® ETF (each, a “Fund” and together, the “Guggenheim Funds”).

INVESTMENT OBJECTIVES

If the Guggenheim 2x S&P 500 ^® ETF meets its investment objective, the value of the Fund’s shares will tend to increase on a daily basis by 200% of the value of any increase in the Fund’s Underlying Index. When the value of the Underlying Index declines, the value of the Fund’s shares should also decrease on a daily basis by 200% of the value of any decrease in the Fund’s Underlying Index ( e.g. , if the value of the Underlying Index goes down by 5% on any given day, the value of the Fund’s shares should go down by 10% on that day).

If the Guggenheim Inverse 2x S&P 500 ^® ETF meets its investment objective, the value of the Fund’s shares will tend to increase on a daily basis by 200% of the value of any decrease in the Fund’s Underlying Index. When the value of the Underlying Index increases, the value of the Fund’s shares should decrease on a daily basis by 200% of the value of any increase in the Fund’s Underlying Index ( e.g. , if the value of the Underlying Index goes up by 5% on any given day, the value of the Fund’s shares should go down by 10% on that day).

For more information about the effects of leverage, please see “Important Information Regarding Leveraged Funds.”

PRINCIPAL INVESTMENT STRATEGIES

Each Fund’s investment policy to invest at least 80% of its net assets, plus any borrowings for investment purposes, in financial instruments with economic characteristics similar to those of its benchmark is a non-fundamental policy that can be changed by the Fund upon 60 days’ prior notice to shareholders.

In managing the Funds, the Advisor develops and implements structured investment strategies designed to achieve each Fund’s objective.

The Advisor uses a quantitative approach and established techniques to determine each Fund’s investments and correlate the Fund’s return to its Underlying Index based on its investment objective. The Advisor does not conduct fundamental research in order to select a Fund’s investments (other than research conducted on counterparties to derivatives and repurchase agreements). Each Fund seeks to remain fully invested at all times in securities and/or derivatives that, in combination, provide leveraged exposure to the Underlying Index without regard to market conditions, trends or direction. Accordingly, each Fund will not enter into temporary defensive positions in response to changes in market conditions.

The Advisor’s primary objective for each Fund is to correlate with the performance of the Fund’s Underlying Index. The Guggenheim 2x S&P 500 ^® ETF is invested to achieve returns that magnify the returns of its Underlying Index. These leveraged returns are achieved not by borrowing, but by the use of equity index swaps, futures and other instruments that simulate leveraged returns without requiring a commitment of cash in excess of the Fund’s assets. For the Guggenheim Inverse 2x S&P 500 ^® ETF, the Advisor invests in equity index swaps, futures contracts and other instruments to achieve magnified or leveraged returns that move inversely to the performance of the Fund’s Underlying Index.

14 PROSPECTUS

IMPORTANT INFORMATION REGARDING FUNDS THAT SEEK LEVERAGED AND INVERSE INVESTMENT RESULTS

The Guggenheim 2x S&P 500 ^® ETF seeks daily leveraged investment results. The Guggenheim Inverse 2x S&P 500 ^® ETF seeks to provide leveraged investment results that match the opposite of the performance of a specific benchmark on a daily basis. As discussed in each Fund’s Summary section, the Funds’ performance is subject to the effects of compounding and leverage, which are discussed in more detail below.

UNDERSTANDING COMPOUNDING & THE EFFECT OF LEVERAGE

It is important to understand the effects of compounding when investing in any mutual fund, especially funds that use leverage as part of their investment strategy. The effect of leverage on a fund will generally cause the fund’s performance to not match the performance of the index underlying the fund’s benchmark over a period of time greater than one day. As a result, the use of leverage could cause the performance of a fund to be less than or greater than the performance of the index underlying the fund’s benchmark multiplied by the amount of leverage employed, before accounting for fees and expenses. The following simple examples provide an illustration:

Example A: Assume you invest $100 in Fund A, a typical index fund that seeks to match the performance of its underlying index. If the index increases 10% on day one, the value of your shares in Fund A would be expected to increase $10 (10% of $100) to $110. The next day, if the index decreases 10%, the value of your shares in Fund A would be expected to decrease $11 (10% of $110) to $99.

Example B: Assume you invested $100 in Fund B, a fund that seeks to return 200% of the performance of its underlying index. If the index increases 10% on day one, the value of your shares in Fund B would be expected to increase $20 (20% of $100) to $120. The next day, if the index decreases 10%, the value of your shares in Fund B would be expected to decrease $24 (20% of $120) to $96.

Because of the effect of compounding, in each case the value of your investment declined even though the index went up 10% on day one and down 10% on day two. However, the effect of compounding was more pronounced when combined with leverage (Example B).

The examples demonstrate that over time, the cumulative percentage increase or decrease in the NAV of a fund may diverge significantly from the cumulative percentage increase or decrease in the multiple of the return of the index underlying a fund’s benchmark due to the compounding effect of losses and gains on the returns of the fund. It is also expected that a fund’s use of consistently applied leverage will cause the fund to underperform the compounded return of twice its benchmark in a trendless or flat market.

The following graphs further illustrate the effect of leverage on fund performance in comparison to the performance of the fund’s underlying index in three different markets. Each of the three graphs shows a simulated hypothetical of the one-year performance of an index compared with the performance of a fund that perfectly achieves its investment objective of exactly twice (200%) the daily index returns.

In order to isolate the effect of leverage, the hypothetical graphs assume: (i) no tracking error (see “Correlation, Tracking Error and Compounding Risk” under “Principal Investment Risks”); (ii) no dividends paid by the companies included in the underlying index; (iii) no expenses; and (iv) borrowing and/or lending rates (required to obtain leverage) of zero percent. If tracking error, fund expenses, and borrowing and lending rates of greater than zero percent were included in the graphs, the fund’s performance would be lower than that shown below. Each of the graphs also assumes an index volatility of 20%. An index’s volatility is a statistical measure of the magnitude of the fluctuations in the returns of an index. The average of the most recent five-year historical volatility for the period ending December 31, 2012 of the S&P 500 Index Total Return is [ ]%. The S&P 500 Index Total Return’s index volatility may be more or less significant at any given time. The hypothetical graphs are meant to demonstrate the effects of leverage only and are in no way indicative of the actual performance of any of the Funds.

PROSPECTUS 15

LOGO

16 PROSPECTUS

LOGO

MARKET VOLATILITY . Each Fund seeks to provide a return that is a multiple of the daily performance of its benchmark. Neither Fund attempts to, and neither Fund should be expected to, provide returns that are a multiple of the return of the benchmark for periods other than a single day. Each Fund rebalances its portfolio on a daily basis, increasing exposure in response to that day’s gains or reducing exposure in response to that day’s losses.

Daily rebalancing will impair a Fund’s performance if the benchmark experiences volatility. For instance, a hypothetical 2x daily leveraged fund would be expected to lose -3.9% (as shown in Table 1 below) if its benchmark provided no return over a one year period during which its benchmark experienced annualized volatility of 20%. If the benchmark’s annualized volatility were to rise to 40%, the hypothetical loss for a one year period for a 2x daily leveraged fund widens to approximately -14.8% while the loss for a 2x inverse fund rises to 38.0%. At higher ranges of volatility, there is a chance of a near complete loss of fund value even if the benchmark is flat. For instance, if annualized volatility of the benchmark is 90%, a 2x leveraged inverse fund targeted to the same benchmark would be expected to lose more than 90% of its value even if the cumulative benchmark return for the year was 0%. An index’s volatility rate is a statistical measure of the magnitude of fluctuations in the returns of an index.

Table 1


Benchmark Annualized Volatility Range	Hypothetical 2x Leveraged Fund Loss	Hypothetical 2x Inverse Fund Loss
10%	-1.0%	-2.9%
20%	-3.9%	-11.3%
30%	-8.6%	-23.6%
40%	-14.8%	-38.0%
50%	-22.2%	-52.7%
60%	-30.4%	-66.0%
70%	-39.1%	-77.1%
80%	-47.5%	-85.3%
90%	-56.2%	-91.3%
100%	-64.0%	-95.1%

Table 1 shows the hypothetical loss for a one-year period, assuming the above annualized volatility range for a hypothetical benchmark that provided no return over the one-year period. The hypothetical loss was determined based upon 100,000 simulations performed with randomly generated daily returns normally distributed around 0%. The return values shown represent the mean leveraged final return for all samples with an unleveraged final return between -1% and +1%.

PROSPECTUS 17

Table 2 shows the range of volatility for the index to which the Funds are benchmarked for the five year period ended December 31, 2011. (In historical terms, volatility ranges during this period were extremely high). Since market volatility, like that experienced by the markets recently, has negative implications for funds that rebalance daily, investors should be sure to monitor and manage their investments in the Funds in volatile markets. The negative implications of volatility in Table 1 can be combined with the recent volatility of the index in Table 2 to give investors some sense of the risks of holding the Funds for long periods. These tables are intended to simply underscore the fact that the Funds are designed for investors who (a) understand the risks associated with the use of leverage, (b) understand the consequences of seeking daily leveraged and inverse investment results, (c) understand the risk of shorting and (d) intend to actively monitor and manage their investments. They are not intended to be used by, and are not appropriate for, investors who do not intend to actively monitor and manage their portfolios.

Table 2

Index

Volatility Average for the Five Year Period Ended

December 31, 2012

S&P 500 Index Total Return

[ ]%

A PRECAUTIONARY NOTE TO INVESTORS REGARDING DRAMATIC INDEX MOVEMENT. The Guggenheim 2x S&P 500 ^® ETF seeks daily exposure to its target index equal to 200% of its net assets while the Guggenheim Inverse 2x S&P 500 ^® ETF seeks daily exposure to its target index equal to -200% of its net assets. As a consequence, for the Guggenheim 2x S&P 500 ^® ETF the risk of total loss of your investment exists in the event of a movement of the Fund’s target index in excess of 50% in a direction adverse to the Fund (meaning a decline in the value of the target index of the Fund) and for the Guggenheim Inverse 2x S&P 500 ^® ETF the risk of total loss exists in the event of a movement of the Fund’s target index in excess of 50% in a direction adverse to the Fund (meaning a gain in the value of the target index of the Fund). In short, the risk of total loss of your investment exists.

THE PROJECTED RETURNS OF LEVERAGED FUNDS FOR SHARES HELD LONGER THAN A FULL TRADING DAY. The Funds seek daily leveraged investment results, which should not be equated with seeking a leveraged goal for longer than a day. For instance, if the Guggenheim 2x S&P 500 ^® ETF’s underlying index gains 10% for a week, the Fund’s shares should not be expected to provide a return of 20% for the week even if it meets its daily target throughout the week. This is true because of the Fund expenses set forth in the prospectus, but also because the pursuit of daily goals may result in daily leveraged compounding, which means that the return of an index over a period of time greater than one day multiplied by a Fund’s daily target or inverse daily target ( e.g. , 200% or -200%) will not generally equal that Fund’s performance over that same period. The following charts set out a range of hypothetical daily performances during a given 10 trading days of an index and demonstrate how changes in the index impact the Funds’ performance for a trading day and cumulatively up to, and including, the entire 10 trading day period. The charts are based on a hypothetical $100 investment in a Fund over a 10 trading day period and do not reflect expenses of any kind.

Table 1: No Clear Trend In the Market


	Index								2x Leveraged Fund								2x Leveraged Inverse Fund
	Value		Daily Performance			Cumulative Value			NAV		Daily Performance			Cumulative Performance			NAV		Daily Performance			Cumulative Performance
		100							$	100.00							$	100.00
Day 1		105		5.00	%		5.00	%	$	110.00		10.00	%		10.00	%	$	90.00		-10.00	%		-10.00	%
Day 2		110		4.76	%		10.00	%	$	120.48		9.52	%		20.48	%	$	81.43		-9.52	%		-18.57	%
Day 3		100		-9.09	%		0.00	%	$	98.57		-18.18	%		-1.43	%	$	96.23		18.18	%		-3.77	%
Day 4		90		-10.00	%		-10.00	%	$	78.86		-20.00	%		-21.14	%	$	115.48		20.00	%		15.48	%
Day 5		85		-5.56	%		-15.00	%	$	70.10		-11.11	%		-29.90	%	$	128.31		11.11	%		28.31	%
Day 6		100		17.65	%		0.00	%	$	94.83		35.29	%		-5.17	%	$	83.03		-35.29	%		-16.97	%
Day 7		95		-5.00	%		-5.00	%	$	85.35		-10.00	%		-14.65	%	$	91.33		10.00	%		-8.67	%
Day 8		100		5.26	%		0.00	%	$	94.34		10.53	%		-5.66	%	$	81.71		-10.53	%		-18.29	%
Day 9		105		5.00	%		5.00	%	$	103.77		10.00	%		3.77	%	$	73.54		-10.00	%		-26.46	%
Day 10		100		-4.76	%		0.00	%	$	93.89		-9.52	%		-6.11	%	$	80.55		9.52	%		-19.45	%

18 PROSPECTUS

The cumulative performance of the index in Table 1 is 0% for 10 trading days. The hypothetical return of the 2x Leveraged Fund for the 10 trading day period is -6.11%, while the hypothetical return of the 2x Leveraged Inverse Fund is -19.45%. The volatility of the benchmark performance and lack of clear trend results in performance for the 2x Leveraged Fund and 2x Leveraged Inverse Fund for the period which bears little relationship to the performance of the Funds’ target index for the 10 trading day period.

Table 2: Clear Trend that Market Rises


	Index								2x Leveraged Fund								2x Leveraged Inverse Fund
	Value		Daily Performance			Cumulative Value			NAV		Daily Performance			Cumulative Performance			NAV		Daily Performance			Cumulative Performance
		100							$	100.00							$	100.00
Day 1		102		2.00	%		2.00	%	$	104.00		4.00	%		4.00	%	$	96.00		-4.00	%		-4.00	%
Day 2		104		1.96	%		4.00	%	$	108.08		3.92	%		8.08	%	$	92.24		-3.92	%		-7.76	%
Day 3		106		1.92	%		6.00	%	$	112.24		3.85	%		12.24	%	$	88.69		-3.85	%		-11.31	%
Day 4		108		1.89	%		8.00	%	$	116.47		3.77	%		16.47	%	$	85.34		-3.77	%		-14.66	%
Day 5		110		1.85	%		10.00	%	$	120.78		3.70	%		20.78	%	$	82.18		-3.70	%		-17.82	%
Day 6		112		1.82	%		12.00	%	$	125.18		3.64	%		25.18	%	$	79.19		-3.64	%		-20.81	%
Day 7		114		1.79	%		14.00	%	$	129.65		3.57	%		29.65	%	$	76.36		-3.57	%		-23.64	%
Day 8		116		1.75	%		16.00	%	$	134.20		3.51	%		34.20	%	$	73. 68		-3.51	%		-26.32	%
Day 9		118		1.72	%		18.00	%	$	138.82		3.45	%		38.82	%	$	71.14		-3.45	%		-28.86	%
Day 10		120		1.69	%		20.00	%	$	143.53		3.39	%		43.53	%	$	68.73		-3.39	%		-31.27	%

The cumulative performance of the index in Table 2 is 20% for 10 trading days. The hypothetical return of the 2x Leveraged Fund for the 10 trading day period is 43.53%, while the hypothetical return of the 2x Leveraged Inverse Fund is -31.27%. The hypothetical return of the 2x Leveraged Fund is 218% of the index return for the 10 trading day period while the hypothetical return of the 2x Leveraged Inverse Fund is -156% of the index return for the period. In this case, because of the positive index trend, the 2x Leveraged Fund gain is greater than 200% of the index gain and the 2x Leveraged Inverse Fund decline is less than -200% of the index gain for the 10 trading day period.

Table 3: Clear Trend that Market Declines


	Index								2x Leveraged Fund								2x Leveraged Inverse Fund
	Value		Daily Performance			Cumulative Value			NAV		Daily Performance			Cumulative Performance			NAV		Daily Performance			Cumulative Performance
		100							$	100.00							$	100.00
Day 1		98		-2.00	%		-2.00	%	$	96.00		-4.00	%		-4.00	%	$	104.00		4.00	%		4.00	%
Day 2		96		-2.04	%		-4.00	%	$	92.08		-4.08	%		-7.92	%	$	108.24		4.08	%		8.24	%
Day 3		94		-2.08	%		-6.00	%	$	88.24		-4.17	%		-11.76	%	$	112.76		4.17	%		12.76	%
Day 4		92		-2.13	%		-8.00	%	$	84.49		-4.26	%		-15.51	%	$	117.55		4.26	%		17.55	%
Day 5		90		-2.17	%		-10.00	%	$	80.82		-4.35	%		-19.18	%	$	122.66		4.35	%		22.66	%
Day 6		88		-2.22	%		-12.00	%	$	77.22		-4.44	%		-22.78	%	$	128.12		4.44	%		28.12	%
Day 7		86		-2.27	%		-14.00	%	$	73.71		-4.55	%		-26.29	%	$	133.94		4.55	%		33.94	%
Day 8		84		-2.33	%		-16.00	%	$	70.29		-4.65	%		-29.71	%	$	140.17		4.65	%		40.17	%
Day 9		82		-2.38	%		-18.00	%	$	66.94		-4.76	%		-33.06	%	$	146.84		4.76	%		46.84	%
Day 10		80		-2.44	%		-20.00	%	$	63.67		-4.88	%		-36.33	%	$	154.01		4.88	%		54.01	%

The cumulative performance of the index in Table 3 is -20% for 10 trading days. The hypothetical return of the 2x Leveraged Fund for the 10 trading day period is -36.33%, while the hypothetical return of the 2x Leveraged Inverse Fund is 54.01%. The hypothetical return of the 2x Leveraged Fund is 182% of the index return for the 10 trading day period, while the hypothetical return of the 2x Leveraged Inverse Fund is -270% of the index return for the period. In this case, because of the negative index trend, the 2x Leveraged Fund decline is less than 200% of the index decline and the 2x Leveraged Inverse Fund gain is greater than 200% of the index decline for the 10 trading day period.

PROSPECTUS 19

PRINCIPAL INVESTMENT RISKS

This section provides additional information regarding the principal risks described under “Principal Risks” in the Fund Summaries. Risk information may not be applicable to each Fund. Please consult the Summaries section to determine which risks are applicable to each Fund.

Capitalization Securities Risk – Each 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, the Guggenheim 2x S&P 500 ^® ETF may be subject to the risk that the pre-dominate capitalization range represented in the Underlying Index may underperform other segments of the equity market or the equity market as a whole. The Guggenheim Inverse 2x S&P 500 ^® ETF may be subject to the risk that the pre-dominate capitalization range represented in the Underlying Index may outperform other segments of the equity market or the equity markets as a whole. Larger, more established companies may be unable to respond quickly to new competitive challenges such as changes in technology and may not be able to attain the high growth rate of smaller companies, especially during extended periods of economic expansion. 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.

Correlation, Tracking Error and Compounding Risk – A number of factors may affect the Fund’s ability to track its benchmark index or achieve a high degree of correlation with its benchmark either on a daily basis or for a longer time period. There can be no guarantee that the Fund will achieve a high degree of correlation. Failure to achieve a high degree of correlation may prevent the Fund from achieving its investment objective. A number of factors may adversely affect the Fund’s correlation with its benchmark, including fees, expenses, transaction costs, costs and risks associated with the use of leveraged investment techniques, income items, accounting standards and disruptions or illiquidity in the markets for the securities or financial instruments in which the Fund invests. The Fund may not have investment exposure to all securities in its Underlying Index, or its weighting of investment exposure to such securities or industries may be different from that of its Underlying Index. In addition, the Fund may invest in securities or financial instruments not included in its Underlying Index. The Fund may be subject to large movements of assets into and out of the Fund, potentially resulting in the Fund being over- or under-exposed to its benchmark. Because the Fund seeks to meet its investment objective on a daily basis, activities surrounding annual index reconstitutions and other index rebalancing or reconstitution events may hinder the Fund’s ability to meet its daily investment objective on any given day. For periods longer than one day, due to Fund expenses, portfolio transaction costs and other factors the Fund will lose money when the level of the Underlying Index is flat and can even lose money when the index rises.

The Fund is considered a “leveraged” fund because it seeks to match or correlate to a multiple or a multiple of the inverse of the performance of the Fund’s Underlying Index on a daily basis. The Fund is subject to all of the correlation risks described above. In addition, there is a special form of correlation risk that derives from the Fund having a single day investment objective in combination with the use of leverage, which is that for periods greater than one day, the effect of compounding, daily rebalancing, market volatility and Fund fees and expenses may cause the performance of the Fund to be either greater than or less than the performance of the Fund’s Underlying Index (or the inverse of the performance of the Fund’s Underlying Index) times the stated multiple in the Fund objective, before accounting for the Fund’s fees and fund expenses.

Counterparty Credit Risk – The Fund invests in financial instruments (including repurchase agreements and reverse repurchase agreements) and OTC-traded derivatives (including equity index swap agreements) involving counterparties for the purpose of gaining exposure to a particular group of securities, index or asset class without actually purchasing those securities or investments, or to hedge a position. Such financial instruments may include, among others, total return, index, interest rate, and credit default swap agreements. The Fund will use short-term counterparty agreements to exchange the returns (or differentials in rates of return) earned or realized in particular predetermined investments or instruments. Through these investments, the Fund is exposed to credit risks that the counterparty may be unwilling or unable to make timely payments to

20 PROSPECTUS

meet its contractual obligations or may fail to return holdings that are subject to the agreement with the counterparty. If the counterparty becomes bankrupt or default on its payment obligations to the Fund, the Fund may not receive the full amount that it is entitled to receive. If this occurs, the value of your shares in the Fund will decrease.

Derivatives Risk – The Fund may invest a percentage of its assets in derivatives, such as equity index swaps, futures and options contracts, to pursue its investment objective. The use of such derivatives may expose the Fund to risks in addition to and greater than those associated with investing directly in the securities underlying those derivatives. Derivatives may pose risks in addition to and greater than those associated with investing directly in securities or other investments, including risks relating to leverage, imperfect correlations with underlying investments or the Fund’s other portfolio holdings, lack of availability, counterparty credit, liquidity and valuation. Obtaining inverse exposure through derivatives may be considered an aggressive investment technique. If the Advisor is incorrect about its expectations of market conditions, the use of derivatives could also result in a loss, which in some cases may be unlimited. Certain risks also are specific to the derivatives in which the Fund invests.

[As of January 1, 2013, the Advisor is subject to registration and regulation as a commodity pool operator under the Commodity Exchange Act with respect to its service as investment adviser to the Funds. The Advisor and the Funds may be subject to the CFTC recordkeeping, reporting and disclosure requirements, which are still uncertain. These requirements may cause a Fund to incur additional expenses.]

Swap Agreements Risk – Swap agreements are two-party contracts entered into primarily by institutional investors for periods ranging from one day to more than one year. In a standard swap transaction, two parties agree to exchange the returns (or differentials in rates of return) earned or realized on particular predetermined investments or instruments. Risks associated with the use of swap agreements are different from those associated with ordinary portfolio securities transactions, due to the fact they could be considered illiquid and currently usually trade on the OTC market, which is an unregulated market. Swaps are particularly subject to counterparty credit, correlation, valuation, liquidity and leveraging risks.

Futures Contracts Risk – Futures contracts are typically exchange-traded contracts that call for the future delivery of an asset at a certain price and date, or cash settlement of the terms of the contract. Risks of futures contracts may be caused by an imperfect correlation between movements in the price of the instruments and the price of the underlying securities. In addition, there is the risk that a Fund may not be able to enter into a closing transaction because of an illiquid market. Futures markets are highly volatile and the use of futures may increase the volatility of the Funds’ NAV. Exchanges can limit the number of options that can be held or controlled by the Fund or its adviser, thus limiting the ability to implement the fund strategies. Futures are also subject to leveraging risk and can be subject to liquidity risk.

Options Contracts Risk – The buyer of an option acquires the right to buy (a call option) or sell (a put option) a certain quantity of a security (the underlying security) or instrument at a certain price up to a specified point in time. The seller or writer of an option is obligated to sell (a call option) or buy (a put option) the underlying security. Options are subject to correlation risks. The writing and purchase of options is a highly specialized activity as the successful use of futures options depends on the Advisor’s ability to predict correctly future price fluctuations and the degree of correlation between the options and securities markets. Exchanges can limit the number of futures options that can be held or controlled by the Fund or its adviser, thus limiting the ability to implement the fund strategies. Options are also particularly subject to leverage risk and can be subject to liquidity risk. Because option premiums paid or received by the Fund are small in relation to the market value of the investments underlying the options, the Fund is exposed to the risk that buying and selling put and call options can be more speculative than investing directly in securities.

ETF Shares Trading Risks – An unanticipated early closing of the NYSE Arca, Inc. (the “Exchange”) may result in a shareholder’s inability to buy or sell shares of the Fund on that day. Trading in Fund shares similarly may be halted by the Exchange because of market conditions or other reasons. If a trading halt occurs, a shareholder may temporarily be unable to purchase or sell shares of the Fund. Shares also may trade on the Exchange at prices below their net asset value (“NAV”). The NAV of shares will fluctuate with changes in the market value of the Fund’s holdings and the exchange-traded prices may not reflect these market values. In addition, although the Fund’s shares are currently listed on the Exchange, there can be no assurance that an active trading market for shares will develop or be maintained. ETF Shares also will be subject to intraday price performance risk because the Fund is rebalanced at or about the time of its NAV calculation. As such, the intraday position of the

PROSPECTUS 21

Fund will generally be different from the Fund’s stated investment objective. When shares are bought intraday, the performance of the Fund’s shares relative to the Underlying Index until the Fund’s next NAV calculation time will generally be greater than or less than the Fund’s stated multiple.

Investment in Investment Companies Risk – The Fund may purchase shares of investment companies, such as ETFs, unit investment trusts, and closed-end investment companies to gain exposure to particular component securities of the Fund’s Underlying Index or when such investments present a more cost efficient alternative to investing directly in securities. When the Fund invests in an investment company, in addition to directly bearing the expenses associated with its own operations, it will bear a pro rata portion of the investment company’s expenses. For example, an investor in the Fund may receive taxable gains as a result of an underlying fund’s portfolio transactions in addition to the taxable gains attributable to the Fund’s transactions in shares of the underlying fund. Further, in part because of these additional expenses, the performance of an investment company may differ from the performance the Fund would achieve if it invested directly in the underlying investments of the investment company. In addition, while the risks of owning shares of an investment company generally reflect the risks of owning the underlying investments of the investment company, the Fund may be subject to additional or different risks than if the Fund had invested directly in the underlying investments. For example, shares of an ETF are traded at market prices, which may vary from the NAV of its underlying investments. Also, the lack of liquidity in an ETF can contribute to the increased volatility of its value in comparison to the value of the underlying portfolio securities. In addition, the Fund and certain of the underlying funds may invest in investment companies or other pooled investment vehicles that are not registered pursuant to the 1940 Act and therefore, not subject to the regulatory scheme of the 1940 Act.

Exchange-Traded Fund Risk – The Fund may invest in shares of ETFs to gain exposure to its Underlying Index. ETFs are pooled investment vehicles, which may be managed or unmanaged, that generally seek to track the performance of a specific index. Although individual shares of an ETF are traded on an exchange (such as the NYSE or NASDAQ), large blocks of shares of ETFs are redeemable at NAV. This ability to redeem large blocks of shares has historically resulted in the market price of individual shares of ETFs being at or near the NAV of the ETF’s underlying investments. However, shares of ETFs may trade below their NAV. The NAV of shares will fluctuate with changes in the market value of the ETF’s holdings. The trading prices of shares will fluctuate in accordance with changes in NAV as well as market supply and demand. The difference between the bid price and ask price, commonly referred to as the “spread,” will also vary for an ETF depending on the ETF’s trading volume and market liquidity. Generally, the greater the trading volume and market liquidity, the smaller the spread is and vice versa. Any of these factors may lead to an ETF’s shares trading at a premium or a discount to NAV. Such exchange-traded products may include commodity pools that are registered pursuant to the Securities Act of 1933 and the Commodity Exchange Act.

Leveraging Risk – The Fund achieves exposure to its Underlying Index through the use of leveraged derivative instruments. The more the Fund invests in derivative instruments that give rise to leverage, the more this leverage will magnify any losses on those investments. Leverage will cause the value of the Fund’s shares to be more volatile than if the Fund did not use leverage. This is because leverage tends to exaggerate the effect of any increase or decrease in the value of the Fund’s portfolio securities or other investments. The Fund will engage in transactions and purchase instruments that give rise to forms of leverage. The use of leverage also may cause the Fund to liquidate portfolio positions when it would not be advantageous to do so in order to satisfy its obligations or to meet segregation requirements. Certain types of leveraging transactions could theoretically be subject to unlimited losses in cases where the Fund, for any reason, is unable to close out the transaction. In addition, to the extent the Fund borrows money, interest costs on such borrowed money may not be recovered by any appreciation of the securities purchased with the borrowed funds and could exceed the Fund’s investment income, resulting in greater losses. The value of the Fund’s shares will tend to increase or decrease more than the value of any increase or decrease in its Underlying Index due to the fact that the Fund’s investment strategies involve the use of leverage. Leverage will also have the effect of magnifying tracking error.

Liquidity and Valuation Risk – In certain circumstances, it may be difficult for the Fund to purchase and sell particular investments within a reasonable time at a fair price, or the price at which it has been valued by the Advisor for purposes of the Fund’s NAV, causing the Fund to be less liquid and unable to realize what the Advisor believes to be the price of the investment. To the extent that there is not an established liquid market for instruments in which the Fund may invest, trading in such instruments may be relatively inactive. In addition, during periods of reduced market liquidity or in the absence of readily available market quotations for particular investments in the Fund’s portfolio, the ability of the Fund to assign an accurate daily value to these investments may be difficult and the Advisor may be required to fair value the investments. For additional information about fair valuation, see “Calculating NAV.”

Market Risk – The Fund may invest in public and privately issued securities as well as derivatives and financial instruments that attempt to track the price movement of securities indices. Investments in securities and other financial instruments, in general, are subject to market risks that may cause their prices to fluctuate overtime. The Fund’s investments may decline in value due to factors affecting securities markets generally, or particular countries, segments, economic sectors, industries or companies within those markets. The value of a security may decline due to general economic and market

22 PROSPECTUS

conditions which are not specifically related to a particular issuer, such as real or perceived adverse economic conditions or changes in interest or currency rates. Fluctuations in the value of securities and financial instruments in which the Fund invests will cause the NAV of the Fund to fluctuate. Historically, the markets have moved in cycles, and the value of the Fund’s securities and other financial instruments may fluctuate drastically from day to day.

Non-Diversification Risk – To the extent that the Fund invests a significant percentage of its assets in a limited number of issuers, the Fund is subject to the risks of investing in those few issuers, and may be more susceptible to a single adverse economic or regulatory occurrence. As a result, changes in the market value of a single issuer of securities could cause greater fluctuations in the value of Fund shares than would occur in a diversified fund.

OTC Trading Risk – Certain of the derivatives in which the Fund may invest may be traded (and privately negotiated) in the OTC market. While the OTC derivatives market is the primary trading venue for many derivatives, it is largely unregulated. As a result, and similar to other privately negotiated contracts, the Fund is subject to counterparty credit risk with respect to such derivative contracts.

Passive Investment/Index Strategy Risk – The Fund has an investment strategy that is designed to track directly or inversely the performance of the Underlying Index and is not actively “managed.” The Advisor does not base its securities selection based upon the Advisor’s view of the relative benefits and detriments of issuers and the Advisor does not attempt to sell securities due to declining market prices or changes in an issuer of a security held by the Fund or otherwise take defensive positions in declining markets. Therefore, unless a specific security is removed from the Underlying Index, the Fund generally would not sell a security because the security’s issuer was in financial trouble. If a specific security is removed from the Underlying Index, the Fund may be forced to sell such security at an inopportune time or for a price other than the security’s current market value. An investment in the Fund involves risks similar to those of investing in any equity securities traded on an exchange, such as market fluctuations caused by such factors as economic and political developments, changes in interest rates and perceived trends in security prices. Unlike with an actively managed fund, the Advisor does not use techniques or defensive strategies designed to lessen the effects of market volatility or to reduce the impact of periods of market decline. This means that, based on market and economic conditions, the Fund may purchase, hold or sell securities when an actively managed fund would not do so and the Fund’s performance could be lower than other types of mutual funds that may actively shift their portfolio assets to take advantage of market opportunities or to lessen the impact of a market decline.

Short Sale Exposure Risk – The Guggenheim Inverse 2x S&P 500 ^® ETF will seek two times the inverse (-2x) exposure through leveraged derivative instruments such as swap agreements and futures contracts and also can sell securities short. Risks associated with these investments include an increase in the volatility and decrease in the liquidity of securities underlying the short position, which may adversely impact the Fund’s return, result in a loss, have the effect of limiting the Fund’s ability to obtain two times the inverse (-2x) exposure through derivatives, or require the Fund to seek inverse exposure through alternative investment strategies that may be less desirable or may be costly to implement.

PORTFOLIO HOLDINGS

A description of the Funds’ policies and procedures with respect to the disclosure of Fund portfolio securities is available in the Statement of Additional Information (“SAI”).

M ANAGEMENT OF THE F UNDS

INVESTMENT ADVISOR

The Advisor makes investment decisions for the assets of the Funds and continuously reviews, supervises, and administers each Fund’s investment program. The Board of Trustees of the Trust supervises the Advisor and establishes policies that the Advisor must follow its day-to-day management activities. [Pursuant to an investment advisory agreement between the Trust and the Advisor, the Funds paid the Advisor a fee at an annualized rate of 0.70% for the fiscal year ended October 31, 2012, based on the average daily net assets of each Fund.]

PROSPECTUS 23

The Advisor bears all of its own costs associated with providing these advisory services. The Advisor may make payments from its own resources to broker-dealers and other financial institutions in connection with the sale of Fund shares.

As part of its agreement with the Trust, the Advisor has contractually agreed to pay all expenses of the Funds, including the cost of transfer agency, custody, fund administration, legal, audit and other services, except interest expense, taxes (expected to be de minimis), brokerage commissions and other expenses connected with execution of portfolio transactions, short dividend expenses, expenses of the Independent Trustees (including any Trustees’ counsel fees), and extraordinary expenses. Other expenses are therefore estimated to be less than [0.01%] for the fiscal year ending October 31, 2013.

A discussion regarding the basis for the Board’s most recent approval of the Funds’ investment advisory agreement in September 2011 is available in the Funds’ October 31, 2012 Annual Report to Shareholders, which covers the period November 1, 2011 to October 31, 2012.

For the Guggenheim 2x S&P 500 ^® ETF, the Advisor may hire one or more sub-advisers to oversee the day-to-day activities of the Fund. The Advisor and the Fund rely on an exemptive order the U.S. Securities and Exchange Commission to be able to function as a multi-manager structure. The order allows the Advisor to hire, replace or terminate unaffiliated sub-advisers without the approval of shareholders. The order also allows the Advisor to revise a sub-advisory agreement with an unaffiliated sub-adviser with the approval of the Fund’s Board, 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 Fund to operate more efficiently and with greater flexibility. The Advisor provides the following oversight and evaluation services to those Fund which use a sub-adviser:

•

performing initial due diligence on prospective sub-advisers for the Fund;

•

monitoring the performance of the sub-advisers;

•

communicating performance expectations to the sub-advisers; and

•

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

For the Guggenheim Inverse 2x S&P 500 ^® ETF, the Advisor’s ability to hire one or more sub-advisers to oversee the day-to-day activities of the Fund in reliance on the exemptive order is subject to shareholder approval. At such time as shareholder approval is obtained and the Advisor intends to hire one or more sub-advisers in reliance on the Fund’s exemptive order, the Advisor will notify shareholders.

PORTFOLIO MANAGEMENT

The Funds are managed by a team of investments professionals, and on a day-to-day basis, the following three individuals are jointly and primarily responsible for the management of the Funds.

Michael P. Byrum, CFA, Senior Vice President of the Advisor – Mr. Byrum has ultimate responsibility for the management of the Funds. In addition to generally overseeing all aspects of the management of each series of Rydex Series Funds, Rydex Dynamic Funds, Rydex Variable Trust and Rydex ETF Trust, Mr. Byrum reviews the activities of Messrs. King and Harder. He has been associated with the Advisor since it was founded in 1993. During this time, he has played a key role in the development of the firm’s investment strategies and product offerings. As Portfolio Manager, Mr. Byrum was instrumental in the launch of the NASDAQ-100 ^® , Precious Metals, Government Long Bond 1.2x Strategy, Inverse Government Long Bond Strategy, Inverse S&P 500 Strategy and Inverse NASDAQ-100 ^® Strategy Funds, and helped to create the Sector Funds. He was named Vice President of Portfolio for the Advisor in 1998, and Executive Vice President in 2000. Prior to joining the Advisor, Mr. Byrum worked for Money Management Associates, the investment adviser for Rushmore Funds, Inc. He holds a degree in finance from Miami University of Ohio and is a member of the CFA Institute and the Washington Society of Investment Analysts.

24 PROSPECTUS

PROSPECTUS 25

S HAREHOLDER I NFORMATION

CALCULATING NAV

Each Fund calculates its NAV by:

•

Taking the current market value of its total assets

•

Subtracting any liabilities

•

Dividing that amount by the total number of shares owned by shareholders

The Funds calculate NAV as of the regularly scheduled close of normal trading on each day that the Exchange is open for business (a “Business Day”) (normally, 4:00 p.m., Eastern Time).

B UYING AND S ELLING F UND S HARES

SHARE TRADING PRICES

ACTIVE INVESTORS AND MARKET TIMING

26 PROSPECTUS

DISTRIBUTION PLAN

D IVIDENDS AND D ISTRIBUTIONS

The Funds pay out dividends to shareholders at least annually. Each Fund distributes its net capital gains, if any, to shareholders annually.

A DDITIONAL T AX I NFORMATION

TAX STATUS OF EACH FUND

TAX STATUS OF DISTRIBUTIONS

•

Each Fund will, at least annually, distribute substantially all of its net investment taxable income and net capital gains income.

•

The income dividends and short-term capital gains distributions you receive from the Funds will be taxed as either ordinary income or qualified dividend income.

•

Each Fund may invest in complex securities. These investments may be subject to numerous special and complex rules. These rules could affect whether gains and losses recognized by a Fund are treated as ordinary income or capital gains, accelerate the recognition of income to the Fund and/or defer the Fund’s ability to recognize losses. In turn, these rules may affect the amount, timing or character of the income distributed to you by a Fund.

PROSPECTUS 27

•

Dividends and distributions are generally taxable to you whether you receive them in cash or in additional shares.

•

Distributions paid in January but declared by a Fund in October, November or December of the previous year are generally taxable to you in the previous year.

•

Your broker will inform you of the amount of your ordinary income dividends, qualified dividend income, and capital gains distributions shortly after the close of each calendar year.

•

If you lend your Fund shares pursuant to securities lending arrangements you may lose the ability to treat Fund dividends (paid while the shares are held by the borrower) as qualified dividend income. Consult your financial intermediary or tax advisor.

•

If you hold your shares in a tax-qualified retirement account, you generally will not be subject to federal taxation on income and capital gains distributions from a Fund until you begin receiving payments from your retirement account. You should consult your tax adviser regarding the tax rules that apply to your retirement account.

BACK-UP WITHHOLDING

NON-U.S. INVESTORS

Foreign shareholders ( i.e. , non-resident alien individuals and foreign corporations, partnerships, trusts and estates) are generally subject to U.S. withholding tax at the rate of 30% (or a lower tax treaty rate) on distributions derived from net investment income and short-term capital gains; provided, however, that for the Funds’ taxable years beginning on or prior to December 31, 2011, properly designated interest-related dividends and short-term capital gain dividends generally will not be subject to U.S. withholding taxes. However, depending on the circumstances, the Funds may so designate all, some or none of their potentially eligible dividends, and a portion of their distributions (e.g. interest from non-U.S. sources or any foreign currency gains) would be ineligible for this potential exemption from withholding. Additionally, it is unclear whether the exception for interest-related dividends and short-term capital gain dividends will be extended to subsequent taxable years. Distributions to foreign shareholders of long-term capital gains and any gains from the sale or other disposition of shares of the Funds generally are not subject to U.S. taxation, unless the recipient is an individual who either (1) meets the definition of “resident alien” under the Internal Revenue Code or (2) is physically present in the U.S. for 183 days or more per year. Different tax consequences may result if the foreign shareholder is engaged in a trade or business within the United States. In addition, the tax consequences to a foreign shareholder entitled to claim the benefits of a tax treaty may be different than those described above.

TAX STATUS OF SHARE TRANSACTIONS

28 PROSPECTUS

STATE TAX CONSIDERATIONS

TAXES ON CREATIONS AND REDEMPTIONS OF CREATION UNITS

P REMIUM /D ISCOUNT I NFORMATION

M ORE I NFORMATION

For more information on how to buy and sell shares of the Funds, call Rydex | SGI Client Services at 800.820.0888 or 301.296.5100 or visit www.rydex-sgi.com.

PROSPECTUS 29

F INANCIAL H IGHLIGHTS

[To be included.]

30 PROSPECTUS

Index Publisher Information

STANDARD & POOR’S

The Funds are not sponsored, endorsed, sold or promoted by Standard & Poor’s (“S&P”). S&P makes no representation, condition, warranty, express or implied, to the owners of the Funds or any member of the public regarding the advisability of investing in securities generally or in the Funds particularly or the ability of the S&P 500 Index Total Return to track general stock market performance. S&P’s only relationship to Guggenheim Investments (the “Licensee”) is the licensing of certain of their trademarks and of the S&P Index Total Return which is determined, composed and calculated by S&P without regard to Licensee or the Funds. S&P has no obligation to take the needs of Licensee or the owners of the Funds into consideration in determining, composing or calculating the S&P Index Total Return. S&P is not responsible for and has not participated in the determination of the prices and amount of the Funds or the timing of the issuance or sale of the Funds or in the determination or calculation of the equation by which the Funds are to be converted into cash. S&P has no obligation or liability in connection with the administration, marketing, or trading of the Funds.

“Standard & Poor’s ^® ,” “S&P ^® ,” “S&P 500 ^® ,” “Standard & Poor’s 500” and “500” are trademarks of The McGraw-Hill Companies, Inc. and Citigroup, Inc. and have been licensed for use by Guggenheim Investments.

More information about the Index Publisher is located in the SAI.

PROSPECTUS 31

Additional Information

Additional and more detailed information about the Funds is included in the SAI dated [February 28, 2013]. The SAI has been filed with the SEC and is incorporated by reference into this Prospectus and, therefore, legally forms a part of this Prospectus. The SEC maintains the EDGAR database on its website (“ http://www.sec.gov ”) that contains the SAI, material incorporated by reference, and other information regarding registrants that file electronically with the SEC. You may also review and copy documents at the SEC Public Reference room in Washington, D.C. (for information on the operation of the Public Reference Room, call 202.551.8090). You may request documents from the SEC by mail, upon payment of a duplication fee, by writing to: U.S. Securities and Exchange Commission, Public Reference Section, Washington, D.C. 20549-1520 or by emailing the SEC at the following address: publicinfo@sec.gov.

You may obtain a copy of the SAI or the Annual or Semi-Annual Reports or make inquiries, without charge by calling 800.820.0888 or 301.296.5100, visiting the Rydex|SGI website at www.rydex-sgi.com, or writing to Rydex ETF Trust, at 805 King Farm Boulevard , Suite 600, Rockville, Maryland 20850. Additional information about the Funds’ investments is available in the Annual and Semi-Annual Reports. Also, in the Funds’ Annual Report, you will find a discussion of the market conditions and investment strategies that significantly affected the Funds’ performance during their last fiscal year.

The Trust’s Investment Company Act file number is 811-21261.

32 PROSPECTUS

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PROSPECTUS 33

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34 PROSPECTUS

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PROSPECTUS 35

LOGO

805 KING FARM BOULEVARD, SUITE 600

ROCKVILLE, MARYLAND 20850

800 820 0888

WWW.RYDEX-SGI.COM

ETFLI-1-0312x0313

GUGGENHEIM EQUAL WEIGHT ETFs

PROSPECTUS

[February 28, 2013]

Domestic Equal Weight ETFs

Guggenheim Russell 1000 ^® Growth Equal Weight ETF (NYSE Arca, Inc.: EWLG)

Guggenheim Russell 1000 ^® Value Equal Weight ETF (NYSE Arca, Inc.: EWLV)

Guggenheim Russell 2000 ^® Growth Equal Weight ETF (NYSE Arca, Inc.: EWSG)

Guggenheim Russell 2000 ^® Value Equal Weight ETF (NYSE Arca, Inc.: EWSV)

Guggenheim Russell 3000 ^® Equal Weight ETF (NYSE Arca, Inc.: EWRA)

Guggenheim Russell 3000 ^® Growth Equal Weight ETF (NYSE Arca, Inc.: EWAG)

Guggenheim Russell 3000 ^® Value Equal Weight ETF (NYSE Arca, Inc.: EWAV)

International Equal Weight ETFs

Guggenheim Russell BRIC Equal Weight ETF (NYSE Arca, Inc.: EWBK)

Guggenheim Russell Greater China Large Cap Equal Weight ETF (NYSE Arca, Inc.: EWGC)

Guggenheim Russell Global 1000 ^® Equal Weight ETF (NYSE Arca, Inc.: EWGI)

Guggenheim Russell Global Ex-U.S. Large Cap Equal Weight ETF (NYSE Arca, Inc.: EWGX)

Guggenheim Russell Emerging Markets Large Cap Equal Weight ETF (NYSE Arca, Inc.: EWRE)

Guggenheim Russell Emerging EMEA Large Cap Equal Weight ETF (NYSE Arca, Inc.: EWME)

TABLE OF CONTENTS

Fund Summaries

(Includes Fund Objective, Fees and Expenses, Principal Investment Strategies, Principal Risks, Performance Information, Management, Purchase and Sale of Fund Shares, Tax Information, and Payments to Broker-Dealers and Other Financial Intermediaries)


EQUAL WEIGHT ETFs
DOMESTIC
GUGGENHEIM RUSSELL 1000 ^® GROWTH EQUAL WEIGHT ETF			1
GUGGENHEIM RUSSELL 1000 ^® VALUE EQUAL WEIGHT ETF			6
GUGGENHEIM RUSSELL 2000 ^® GROWTH EQUAL WEIGHT ETF			11
GUGGENHEIM RUSSELL 2000 ^® VALUE EQUAL WEIGHT ETF			16
GUGGENHEIM RUSSELL 3000 ^® EQUAL WEIGHT ETF			21
GUGGENHEIM RUSSELL 3000 ^® GROWTH EQUAL WEIGHT ETF			26
GUGGENHEIM RUSSELL 3000 ^® VALUE EQUAL WEIGHT ETF			31
INTERNATIONAL
GUGGENHEIM RUSSELL BRIC EQUAL WEIGHT ETF			36
GUGGENHEIM RUSSELL GREATER CHINA LARGE CAP EQUAL WEIGHT ETF			42
GUGGENHEIM RUSSELL GLOBAL 1000 ^® EQUAL WEIGHT ETF			48
GUGGENHEIM RUSSELL GLOBAL EX-U.S. LARGE CAP EQUAL WEIGHT ETF			54
GUGGENHEIM RUSSELL EMERGING MARKETS LARGE CAP EQUAL WEIGHT ETF			60
GUGGENHEIM RUSSELL EMERGING EMEA LARGE CAP EQUAL WEIGHT ETF			65
MORE INFORMATION ABOUT THE TRUST AND THE FUNDS			71
MANAGEMENT OF THE FUNDS			83
SHAREHOLDER INFORMATION			85
BUYING AND SELLING FUND SHARES			86
DIVIDENDS AND DISTRIBUTIONS			87
ADDITIONAL TAX INFORMATION			87
PREMIUM/DISCOUNT INFORMATION			90
MORE INFORMATION			90
INDEX PUBLISHER INFORMATION			91
ADDITIONAL INFORMATION			92

GUGGENHEIM RUSSELL 1000 ^® GROWTH EQUAL WEIGHT ETF

INVESTMENT OBJECTIVE – The investment objective of the Guggenheim Russell 1000 ^® Growth Equal Weight ETF (the “Fund”) is to correspond as closely as possible, before fees and expenses, to the price and yield performance of the Russell 1000 ^® Growth Equal Weight Index Total Return (the “Underlying Index”).


SHAREHOLDER FEES (fees paid directly from your investment)			None
ANNUAL FUND OPERATING EXPENSES (expenses that you pay each year as a percentage of the value of your investment)
Management Fees			[0.55]%
Distribution (12b-1) Fees			0.00%
Other Expenses*			0.00%
Total Annual Fund Operating Expenses			[0.55]%

*	[Other expenses are estimated to be less than 0.01% for the fiscal year ending October 31, 2013].

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


1 Year	3 Years
$[56]	$	[176	]

Index has market capitalizations ranging from $[ ] billion to $[ ] billion as of [ ], 2012. In general, the equal weighting provided by the Underlying Index provides equal representation for all securities at the Underlying Index’s rebalance interval(s), thereby providing broader exposure to the majority of securities in the Underlying Index than typically may be found in the Underlying Index’s market capitalization weighted counterpart.

The Fund uses a passive management strategy, known as “replication,” to track the performance of the Underlying Index. “Replication” refers to investing in substantially all of the securities in the Underlying Index in approximately the same proportions as in the Underlying Index. Under normal circumstances, the Fund will invest at least 80% of its net assets, plus any borrowings for investment purposes, in the equity securities included in the Underlying Index. The Fund may hold up to 20% of its assets in securities not included in the Underlying Index. The Advisor expects that, over time, if the Fund has sufficient assets, the correlation between the Fund’s performance, before fees and expenses, and that of the Underlying Index will be 95% or better. A figure of 100% would indicate perfect correlation. The Advisor monitors the Fund’s tracking of the Underlying Index and seeks to maintain an appropriate correlation. The Advisor rebalances the Fund’s portfolio at the same rebalance interval(s) utilized by the Underlying Index.

To the extent the Underlying Index is concentrated in a particular industry the Fund will necessarily be concentrated in that industry. The Fund is non-diversified and, therefore, may invest a greater percentage of its assets in a particular issuer in comparison to a diversified fund.

Correlation and Tracking Error Risk. A number of factors may affect the Fund’s ability to track its benchmark index or achieve a high degree of correlation with its benchmark either on a single trading day or for a longer time period. Factors such as Fund expenses, imperfect correlation between the Fund’s investments and those of its Underlying Index, rounding of share prices, regulatory policies, high portfolio turnover rate and the use of leverage all contribute to tracking error or correlation risk. There can be no guarantee that the Fund will achieve a high degree of correlation. Failure to achieve a high degree of correlation may prevent the Fund from achieving its investment objective.

Derivatives Risk. Derivatives may pose risks in addition to and greater than those associated with investing directly in securities or other investments, including risks relating to leverage, imperfect correlations with underlying investments or the Fund’s other portfolio holdings, higher volatility, lack of availability, counterparty credit, liquidity and valuation. Their use is a highly specialized activity that involves investment techniques and risks different from those associated with ordinary portfolio securities transactions. If the Advisor is incorrect about its expectations of market conditions, the use of derivatives could also result in a loss, which in some cases may be unlimited. Certain risks also are specific to the derivatives in which the Fund invests.

Liquidity and Valuation Risk. In certain circumstances, it may be difficult for the Fund to purchase and sell particular investments within a reasonable time at a fair price, or the price at which it has been valued by the Advisor for purposes of the Fund’s NAV, causing the Fund to be less liquid and unable to realize what the Advisor believes should be the price of the investment.

PERFORMANCE INFORMATION – A comparison of the Fund’s performance with that of a broad measure of market performance may give some indication of the risks of an investment in the Fund; however, the Fund is new and, therefore, does not have a performance history. Of course, once the Fund has performance, this past performance (before and after taxes) does not necessarily indicate how the Fund will perform in the future.

Following its completed first quarter of operations, updated performance information will be available on the Fund’s website at www.rydex-sgi.com or by calling Rydex|SGI Client Services at 800-820-0888.

MANAGEMENT

INVESTMENT ADVISOR – Security Investors, LLC, which operates under the name Guggenheim Investments, serves as the investment adviser of the Fund.

PORTFOLIO MANAGERS

•

Michael P. Byrum , CFA, Senior Vice President of the Advisor. Mr. Byrum has been associated with the Advisor since it was founded in 1993.

•

James R. King, CFA, Portfolio Manager. With the exception of the period from March 15, 2008 to January 18, 2011, Mr. King has been associated with the Advisor since 1996.

•

Ryan A. Harder , CFA, Portfolio Manager. Mr. Harder has been associated with the Advisor since 2004.

publicly traded securities through a broker-dealer on the Exchange. These transactions do not involve the Fund. The price of an individual Fund share is based on market prices, which may be different from its NAV. As a result, the Fund’s shares may trade at a price greater than the NAV (at a premium) or less than the NAV (at a discount). Most investors will incur customary brokerage commissions and charges when buying or selling shares of the Fund through a broker-dealer on the Exchange.

GUGGENHEIM RUSSELL 1000 ^® VALUE EQUAL WEIGHT ETF

INVESTMENT OBJECTIVE – The investment objective of the Guggenheim Russell 1000 ^® Value Equal Weight ETF (the “Fund”) is to correspond as closely as possible, before fees and expenses, to the price and yield performance of the Russell 1000 ^® Value Equal Weight Index Total Return (the “Underlying Index”).


SHAREHOLDER FEES (fees paid directly from your investment)			None
ANNUAL FUND OPERATING EXPENSES (expenses that you pay each year as a percentage of the value of your investment)
Management Fees			[0.55]%
Distribution (12b-1) Fees			0.00%
Other Expenses*			0.00%
Total Annual Fund Operating Expenses			[0.55]%

*	[Other expenses are estimated to be less than 0.01% for the fiscal year ending October 31, 2013].

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


1 Year	3 Years
$[56]	$	[176	]

Weight Index has market capitalizations ranging from $[ ] billion to $[ ] billion as of [ ], 2012. In general, the equal weighting provided by the Underlying Index provides equal representation for all securities at the Underlying Index’s rebalance interval(s), thereby providing broader exposure to the majority of securities in the Underlying Index than typically may be found in the Underlying Index’s market capitalization weighted counterpart.

The Fund uses a passive management strategy, known as “replication,” to track the performance of the Underlying Index. “Replication” refers to investing in substantially all of the securities in the Underlying Index in approximately the same proportions as in the Underlying Index. Under normal circumstances, the Fund will invest at least 80% of its net assets, plus any borrowings for investment purposes, in the equity securities included in the Underlying Index. The Fund may hold up to 20% of its assets in securities not included in the Underlying Index. The Advisor expects that, over time, if the Fund has sufficient assets, the correlation between the Fund’s performance, before fees and expenses, and that of the Underlying Index will be 95% or better. A figure of 100% would indicate perfect correlation. The Advisor monitors the Fund’s tracking of the Underlying Index and seeks to maintain an appropriate correlation. The Advisor rebalances the Fund’s portfolio at the same rebalance interval(s) utilized by the Underlying Index.

To the extent the Underlying Index is concentrated in a particular industry the Fund will necessarily be concentrated in that industry. The Fund is non-diversified and, therefore, may invest a greater percentage of its assets in a particular issuer in comparison to a diversified fund.

Correlation and Tracking Error Risk. A number of factors may affect the Fund’s ability to track its benchmark index or achieve a high degree of correlation with its benchmark either on a single trading day or for a longer time period. Factors such as Fund expenses, imperfect correlation between the Fund’s investments and those of its Underlying Index, rounding of share prices, regulatory policies, high portfolio turnover rate and the use of leverage all contribute to tracking error or correlation risk. There can be no guarantee that the Fund will achieve a high degree of correlation. Failure to achieve a high degree of correlation may prevent the Fund from achieving its investment objective.

Derivatives Risk. Derivatives may pose risks in addition to and greater than those associated with investing directly in securities or other investments, including risks relating to leverage, imperfect correlations with underlying investments or the Fund’s other portfolio holdings, higher volatility, lack of availability, counterparty credit, liquidity and valuation. Their use is a highly specialized activity that involves investment techniques and risks different from those associated with ordinary portfolio securities transactions. If the Advisor is incorrect about its expectations of market conditions, the use of derivatives could also result in a loss, which in some cases may be unlimited. Certain risks also are specific to the derivatives in which the Fund invests.

Liquidity and Valuation Risk. In certain circumstances, it may be difficult for the Fund to purchase and sell particular investments within a reasonable time at a fair price, or the price at which it has been valued by the Advisor for purposes of the Fund’s NAV, causing the Fund to be less liquid and unable to realize what the Advisor believes should be the price of the investment.

securities, and the Advisor does not attempt to purchase or sell securities due to declining market prices or changes in an issuer of a security held by the Fund or otherwise take defensive positions in declining markets. The Fund will purchase, hold or sell securities when an actively managed fund would not do so. Therefore, the Fund may be subject to greater losses in a declining market than a fund that is actively managed.

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.

MANAGEMENT

INVESTMENT ADVISOR – Security Investors, LLC, which operates under the name Guggenheim Investments, serves as the investment adviser of the Fund.

PORTFOLIO MANAGERS

•

Michael P. Byrum , CFA, Senior Vice President of the Advisor. Mr. Byrum has been associated with the Advisor since it was founded in 1993.

•

James R. King, CFA, Portfolio Manager. With the exception of the period from March 15, 2008 to January 18, 2011, Mr. King has been associated with the Advisor since 1996.

•

Ryan A. Harder , CFA, Portfolio Manager. Mr. Harder has been associated with the Advisor since 2004.

GUGGENHEIM RUSSELL 2000 ^® GROWTH EQUAL WEIGHT ETF

INVESTMENT OBJECTIVE – The investment objective of the Guggenheim Russell 2000 ^® Growth Equal Weight ETF (the “Fund”) is to correspond as closely as possible, before fees and expenses, to the price and yield performance of the Russell 2000 ^® Growth Equal Weight Index Total Return (the “Underlying Index”).


SHAREHOLDER FEES (fees paid directly from your investment)			None
ANNUAL FUND OPERATING EXPENSES (expenses that you pay each year as a percentage of the value of your investment)
Management Fees			[0.55]%
Distribution (12b-1) Fees			0.00%
Other Expenses*			0.00%
Total Annual Fund Operating Expenses			[0.55]%

*	[Other expenses are estimated to be less than 0.01% for the fiscal year ending October 31, 2013].

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


1 Year	3 Years
$[56]	$	[176	]

PRINCIPAL INVESTMENT STRATEGIES – The Fund invests in securities in order to meet its investment objective of replicating its Underlying Index as closely as possible, before fees and expenses. The Underlying Index is an unmanaged equal-weighted version of the Russell 2000 ^® Growth Index. The Russell 2000 ^® Growth Index measures the performance of the small-cap growth segment of the U.S. equity universe and includes those Russell 2000 ^® companies with higher price-to-book ratios and higher forecasted growth values. The Russell 2000 ^® Index is a subset of the Russell 3000 ^® Index and includes approximately 2,000 of the smallest securities based on a combination of their market cap and current index membership. The Russell 2000 ^® Growth Index consists of capitalizations ranging from $[ ] billion to $[ ] billion as of [ ], 2012.

In general, the equal weighting provided by the Underlying Index provides equal representation for all securities at the Underlying Index’s rebalance interval(s), thereby providing broader exposure to the majority of securities in the Underlying Index than typically may be found in the Underlying Index’s market capitalization weighted counterpart.

The Fund uses a passive management strategy, known as “replication,” to track the performance of the Underlying Index. “Replication” refers to investing in substantially all of the securities in the Underlying Index in approximately the same proportions as in the Underlying Index. Under normal circumstances, the Fund will invest at least 80% of its net assets, plus any borrowings for investment purposes, in the equity securities included in the Underlying Index. The Fund may hold up to 20% of its assets in securities not included in the Underlying Index. The Advisor expects that, over time, if the Fund has sufficient assets, the correlation between the Fund’s performance, before fees and expenses, and that of the Underlying Index will be 95% or better. A figure of 100% would indicate perfect correlation. The Advisor monitors the Fund’s tracking of the Underlying Index and seeks to maintain an appropriate correlation. The Advisor rebalances the Fund’s portfolio at the same rebalance interval(s) utilized by the Underlying Index.

To the extent the Underlying Index is concentrated in a particular industry the Fund will necessarily be concentrated in that industry. The Fund is non-diversified and, therefore, may invest a greater percentage of its assets in a particular issuer in comparison to a diversified fund.

Correlation and Tracking Error Risk. A number of factors may affect the Fund’s ability to track its benchmark index or achieve a high degree of correlation with its benchmark either on a single trading day or for a longer time period. Factors such as Fund expenses, imperfect correlation between the Fund’s investments and those of its Underlying Index, rounding of share prices, regulatory policies, high portfolio turnover rate and the use of leverage all contribute to tracking error or correlation risk. There can be no guarantee that the Fund will achieve a high degree of correlation. Failure to achieve a high degree of correlation may prevent the Fund from achieving its investment objective.

Derivatives Risk. Derivatives may pose risks in addition to and greater than those associated with investing directly in securities or other investments, including risks relating to leverage, imperfect correlations with underlying investments or the Fund’s other portfolio holdings, higher volatility, lack of availability, counterparty credit, liquidity and valuation. Their use is a highly specialized activity that involves investment techniques and risks different from those associated with ordinary portfolio securities transactions. If the Advisor is incorrect about its expectations of market conditions, the use of derivatives could also result in a loss, which in some cases may be unlimited. Certain risks also are specific to the derivatives in which the Fund invests.

Liquidity and Valuation Risk. In certain circumstances, it may be difficult for the Fund to purchase and sell particular investments within a reasonable time at a fair price, or the price at which it has been valued by the Advisor for purposes of the Fund’s NAV, causing the Fund to be less liquid and unable to realize what the Advisor believes should be the price of the investment.

MANAGEMENT

INVESTMENT ADVISOR – Security Investors, LLC, which operates under the name Guggenheim Investments, serves as the investment adviser of the Fund.

PORTFOLIO MANAGERS

•

Michael P. Byrum , CFA, Senior Vice President of the Advisor. Mr. Byrum has been associated with the Advisor since it was founded in 1993.

•

James R. King, CFA, Portfolio Manager. With the exception of the period from March 15, 2008 to January 18, 2011, Mr. King has been associated with the Advisor since 1996.

•

Ryan A. Harder , CFA, Portfolio Manager. Mr. Harder has been associated with the Advisor since 2004.

GUGGENHEIM RUSSELL 2000 ^® VALUE EQUAL WEIGHT ETF

INVESTMENT OBJECTIVE – The investment objective of the Guggenheim Russell 2000 ^® Value Equal Weight ETF (the “Fund”) is to correspond as closely as possible, before fees and expenses, to the price and yield performance of the Russell 2000 ^® Value Equal Weight Index Total Return (the “Underlying Index”).


SHAREHOLDER FEES (fees paid directly from your investment)	None
ANNUAL FUND OPERATING EXPENSES (expenses that you pay each year as a percentage of the value of your investment)
Management Fees	[0.55]	%
Distribution (12b-1) Fees	0.00	%
Other Expenses*	0.00	%
Total Annual Fund Operating Expenses	[0.55]	%

*	[Other expenses are estimated to be less than 0.01% for the fiscal year ending October 31, 2013].

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


1 Year	3 Years
$[56]	$	[176	]

consists of capitalizations ranging $[ ] billion to $[ ] billion as of [ ], 2012. In general, the equal weighting provided by the Underlying Index provides equal representation for all securities at the Underlying Index’s rebalance interval(s), thereby providing broader exposure to the majority of securities in the Underlying Index than typically may be found in the Underlying Index’s market capitalization weighted counterpart.

The Fund uses a passive management strategy, known as “replication,” to track the performance of the Underlying Index. “Replication” refers to investing in substantially all of the securities in the Underlying Index in approximately the same proportions as in the Underlying Index. Under normal circumstances, the Fund will invest at least 80% of its net assets, plus any borrowings for investment purposes, in the equity securities included in the Underlying Index. The Fund may hold up to 20% of its assets in securities not included in the Underlying Index. The Advisor expects that, over time, if the Fund has sufficient assets, the correlation between the Fund’s performance, before fees and expenses, and that of the Underlying Index will be 95% or better. A figure of 100% would indicate perfect correlation. The Advisor monitors the Fund’s tracking of the Underlying Index and seeks to maintain an appropriate correlation. The Advisor rebalances the Fund’s portfolio at the same rebalance interval(s) utilized by the Underlying Index.

To the extent the Underlying Index is concentrated in a particular industry the Fund will necessarily be concentrated in that industry. The Fund is non-diversified and, therefore, may invest a greater percentage of its assets in a particular issuer in comparison to a diversified fund.

Correlation and Tracking Error Risk. A number of factors may affect the Fund’s ability to track its benchmark index or achieve a high degree of correlation with its benchmark either on a single trading day or for a longer time period. Factors such as Fund expenses, imperfect correlation between the Fund’s investments and those of its Underlying Index, rounding of share prices, regulatory policies, high portfolio turnover rate and the use of leverage all contribute to tracking error or correlation risk. There can be no guarantee that the Fund will achieve a high degree of correlation. Failure to achieve a high degree of correlation may prevent the Fund from achieving its investment objective.

Derivatives Risk. Derivatives may pose risks in addition to and greater than those associated with investing directly in securities or other investments, including risks relating to leverage, imperfect correlations with underlying investments or the Fund’s other portfolio holdings, higher volatility, lack of availability, counterparty credit, liquidity and valuation. Their use is a highly specialized activity that involves investment techniques and risks different from those associated with ordinary portfolio securities transactions. If the Advisor is incorrect about its expectations of market conditions, the use of derivatives could also result in a loss, which in some cases may be unlimited. Certain risks also are specific to the derivatives in which the Fund invests.

Liquidity and Valuation Risk. In certain circumstances, it may be difficult for the Fund to purchase and sell particular investments within a reasonable time at a fair price, or the price at which it has been valued by the Advisor for purposes of the Fund’s NAV, causing the Fund to be less liquid and unable to realize what the Advisor believes should be the price of the investment.

Passive Investment/Index Strategy Risk . The Fund has an investment strategy that is designed to track the performance of its Underlying Index and is not actively managed. The Advisor does not base its securities selection based upon its view of the relative benefits and detriments of issuers or securities, and the Advisor does not attempt to purchase or sell securities due to declining market prices or changes in an issuer of a security held by the Fund or otherwise take defensive positions in declining markets. The Fund will purchase, hold or sell securities when an actively managed fund would not do so. Therefore, the Fund may be subject to greater losses in a declining market than a fund that is actively managed.

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 – A comparison of the Fund’s performance with that of a broad measure of market performance may give some indication of the risks of an investment in the Fund; however, the Fund is new and, therefore, does not have a performance history. Of course, once the Fund has performance, this past performance (before and after taxes) does not necessarily indicate how the Fund will perform in the future.

MANAGEMENT

INVESTMENT ADVISOR – Security Investors, LLC, which operates under the name Guggenheim Investments, serves as the investment adviser of the Fund.

PORTFOLIO MANAGERS

•

Michael P. Byrum , CFA, Senior Vice President of the Advisor. Mr. Byrum has been associated with the Advisor since it was founded in 1993.

•

James R. King, CFA, Portfolio Manager. With the exception of the period from March 15, 2008 to January 18, 2011, Mr. King has been associated with the Advisor since 1996.

•

Ryan A. Harder , CFA, Portfolio Manager. Mr. Harder has been associated with the Advisor since 2004.

different from its NAV. As a result, the Fund’s shares may trade at a price greater than the NAV (at a premium) or less than the NAV (at a discount). Most investors will incur customary brokerage commissions and charges when buying or selling shares of the Fund through a broker-dealer on the Exchange.

GUGGENHEIM RUSSELL 3000 ^® EQUAL WEIGHT ETF

INVESTMENT OBJECTIVE – The investment objective of the Guggenheim Russell 3000 ^® Equal Weight ETF (the “Fund”) is to correspond as closely as possible, before fees and expenses, to the price and yield performance of the Russell 3000 ^® Equal Weight Index Total Return (the “Underlying Index”).


SHAREHOLDER FEES (fees paid directly from your investment)	None
ANNUAL FUND OPERATING EXPENSES (expenses that you pay each year as a percentage of the value of your investment)
Management Fees	[0.55]	%
Distribution (12b-1) Fees	0.00	%
Other Expenses*	0.00	%
Total Annual Fund Operating Expenses	[0.55]	%

*	[Other expenses are estimated to be less than 0.01% for the fiscal year ending October 31, 2013].

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


1 Year	3 Years
$[56]	$	[176	]

PRINCIPAL INVESTMENT STRATEGIES – The Fund invests in securities in order to meet its investment objective of replicating its Underlying Index as closely as possible, before fees and expenses. The Underlying Index is an unmanaged equal-weighted version of the Russell 3000 ^® Index. The Russell 3000 ^® Index is composed of the 3,000 largest U.S. companies ranked by total market capitalization, representing approximately 98% of the U.S. investable equity market with capitalizations ranging $[ ] billion to $[ ] billion as of [ ], 2012. In general, the equal weighting provided by the Underlying Index provides equal representation for all securities at the Underlying Index’s rebalance interval(s), thereby providing broader exposure to the majority of securities in the Underlying Index than typically may be found in the Underlying Index’s market capitalization weighted counterpart.

The Fund uses a passive management strategy, known as “replication,” to track the performance of the Underlying Index. “Replication” refers to investing in substantially all of the securities in the Underlying Index in approximately the same proportions as in the Underlying Index. Under normal circumstances, the Fund will invest at least 80% of its net assets, plus any borrowings for investment purposes, in the equity securities included in the Underlying Index. The Fund may hold up to 20% of its assets in securities not included in the Underlying Index. The Advisor expects that, over time, if the Fund has sufficient assets, the correlation between the Fund’s performance, before fees and expenses, and that of the Underlying Index will be 95% or better. A figure of 100% would indicate perfect correlation. The Advisor monitors the Fund’s tracking of the Underlying Index and seeks to maintain an appropriate correlation. The Advisor rebalances the Fund’s portfolio at the same rebalance interval(s) utilized by the Underlying Index.

To the extent the Underlying Index is concentrated in a particular industry the Fund will necessarily be concentrated in that industry. The Fund is non-diversified and, therefore, may invest a greater percentage of its assets in a particular issuer in comparison to a diversified fund.

Correlation and Tracking Error Risk. A number of factors may affect the Fund’s ability to track its benchmark index or achieve a high degree of correlation with its benchmark either on a single trading day or for a longer time period. Factors such as Fund expenses, imperfect correlation between the Fund’s investments and those of its Underlying Index, rounding of share prices, regulatory policies, high portfolio turnover rate and the use of leverage all contribute to tracking error or correlation risk. There can be no guarantee that the Fund will achieve a high degree of correlation. Failure to achieve a high degree of correlation may prevent the Fund from achieving its investment objective.

Derivatives Risk. Derivatives may pose risks in addition to and greater than those associated with investing directly in securities or other investments, including risks relating to leverage, imperfect correlations with underlying investments or the Fund’s other portfolio holdings, higher volatility, lack of availability, counterparty credit, liquidity and valuation. Their use is a highly specialized activity that involves investment techniques and risks different from those associated with ordinary portfolio securities transactions. If the Advisor is incorrect about its expectations of market conditions, the use of derivatives could also result in a loss, which in some cases may be unlimited. Certain risks also are specific to the derivatives in which the Fund invests.

Liquidity and Valuation Risk. In certain circumstances, it may be difficult for the Fund to purchase and sell particular investments within a reasonable time at a fair price, or the price at which it has been valued by the Advisor for purposes of the Fund’s NAV, causing the Fund to be less liquid and unable to realize what the Advisor believes should be the price of the investment.

MANAGEMENT

INVESTMENT ADVISOR – Security Investors, LLC, which operates under the name Guggenheim Investments, serves as the investment adviser of the Fund.

PORTFOLIO MANAGERS

•

Michael P. Byrum , CFA, Senior Vice President of the Advisor. Mr. Byrum has been associated with the Advisor since it was founded in 1993.

•

James R. King , CFA, Portfolio Manager. With the exception of the period from March 15, 2008 to January 18, 2011, Mr. King has been associated with the Advisor since 1996.

•

Ryan A. Harder , CFA, Portfolio Manager. Mr. Harder has been associated with the Advisor since 2004.

GUGGENHEIM RUSSELL 3000 ^® GROWTH EQUAL WEIGHT ETF

INVESTMENT OBJECTIVE – The investment objective of the Guggenheim Russell 3000 ^® Growth Equal Weight ETF (the “Fund”) is to correspond as closely as possible, before fees and expenses, to the price and yield performance of the Russell 3000 ^® Growth Equal Weight Index Total Return (the “Underlying Index”).


SHAREHOLDER FEES (fees paid directly from your investment)	None
ANNUAL FUND OPERATING EXPENSES (expenses that you pay each year as a percentage of the value of your investment)
Management Fees	[0.55]	%
Distribution (12b-1) Fees	0.00	%
Other Expenses*	0.00	%
Total Annual Fund Operating Expenses	[0.55]	%

*	[Other expenses are estimated to be less than 0.01% for the fiscal year ending October 31, 2013].

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


1 Year	3 Years
$[56]	$	[176	]

PRINCIPAL INVESTMENT STRATEGIES – The Fund invests in securities in order to meet its investment objective of replicating its Underlying Index as closely as possible, fees and expenses. The Underlying Index is an unmanaged equal-weighted version of the Russell 3000 ^® Growth Index. The Russell 3000 ^® Growth Index measures the performance of the broad growth segment of the U.S. equity universe and includes those Russell 3000 ^® companies with higher price-to-book ratios and higher forecasted growth values with capitalizations ranging from $[ ] billion to $[ ] billion as of [ ], 2012. The Russell 3000 ^® Index is composed of the 3,000 largest U.S. companies ranked by total market capitalization, representing approximately 98% of the

U.S. investable equity market. In general, the equal weighting provided by the Underlying Index provides equal representation for all securities at the Underlying Index’s rebalance interval(s), thereby providing broader exposure to the majority of securities in the Underlying Index than typically may be found in the Underlying Index’s market capitalization weighted counterpart.

The Fund uses a passive management strategy, known as “replication,” to track the performance of the Underlying Index. “Replication” refers to investing in substantially all of the securities in the Underlying Index in approximately the same proportions as in the Underling Index. Under normal circumstances, the Fund will invest at least 80% of its net assets, plus any borrowings for investment purposes, in the equity securities included in the Underlying Index. The Fund may hold up to 20% of its assets in securities not included in the Underlying Index. The Advisor expects that, over time, if the Fund has sufficient assets, the correlation between the Fund’s performance, before fees and expenses, and that of the Underlying Index will be 95% or better. A figure of 100% would indicate perfect correlation. The Advisor monitors the Fund’s tracking of the Underlying Index and seeks to maintain an appropriate correlation. The Advisor rebalances the Fund’s portfolio at the same rebalance interval(s) utilized by the Underlying Index.

To the extent the Underlying Index is concentrated in a particular industry the Fund will necessarily be concentrated in that industry. The Fund is non-diversified and, therefore, may invest a greater percentage of its assets in a particular issuer in comparison to a diversified fund.

Correlation and Tracking Error Risk. A number of factors may affect the Fund’s ability to track its benchmark index or achieve a high degree of correlation with its benchmark either on a single trading day or for a longer time period. Factors such as Fund expenses, imperfect correlation between the Fund’s investments and those of its Underlying Index, rounding of share prices, regulatory policies, high portfolio turnover rate and the use of leverage all contribute to tracking error or correlation risk. There can be no guarantee that the Fund will achieve a high degree of correlation. Failure to achieve a high degree of correlation may prevent the Fund from achieving its investment objective.

Derivatives Risk. Derivatives may pose risks in addition to and greater than those associated with investing directly in securities or other investments, including risks relating to leverage, imperfect correlations with underlying investments or the Fund’s other portfolio holdings, higher volatility, lack of availability, counterparty credit, liquidity and valuation. Their use is a highly specialized activity that involves investment techniques and risks different from those associated with ordinary portfolio securities transactions. If the Advisor is incorrect about its expectations of market conditions, the use of derivatives could also result in a loss, which in some cases may be unlimited. Certain risks also are specific to the derivatives in which the Fund invests.

Liquidity and Valuation Risk. In certain circumstances, it may be difficult for the Fund to purchase and sell particular investments within a reasonable time at a fair price, or the price at which it has been valued by the Advisor for purposes of the Fund’s NAV, causing the Fund to be less liquid and unable to realize what the Advisor believes should be the price of the investment.

MANAGEMENT

INVESTMENT ADVISOR – Security Investors, LLC, which operates under the name Guggenheim Investments, serves as the investment adviser of the Fund.

PORTFOLIO MANAGERS

•

Michael P. Byrum , CFA, Senior Vice President of the Advisor. Mr. Byrum has been associated with the Advisor since it was founded in 1993.

•

James R. King , CFA, Portfolio Manager. With the exception of the period from March 15, 2008 to January 18, 2011, Mr. King has been associated with the Advisor since 1996.

•

Ryan A. Harder , CFA, Portfolio Manager. Mr. Harder has been associated with the Advisor since 2004.

GUGGENHEIM RUSSELL 3000 ^® VALUE EQUAL WEIGHT ETF

INVESTMENT OBJECTIVE – The investment objective of the Guggenheim Russell 3000 ^® Value Equal Weight ETF (the “Fund”) is to correspond as closely as possible, before fees and expenses, to the price and yield performance of the Russell 3000 ^® Value Equal Weight Index Total Return (the “Underlying Index”).


SHAREHOLDER FEES (fees paid directly from your investment)	None
ANNUAL FUND OPERATING EXPENSES (expenses that you pay each year as a percentage of the value of your investment)
Management Fees	[0.55	]%
Distribution (12b-1) Fees	0.00	%
Other Expenses*	0.00	%
Total Annual Fund Operating Expenses	[0.55	]%

*	[Other expenses are estimated to be less than 0.01% for the fiscal year ending October 31, 2013].

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


1 Year	3 Years
$[56]	$	[176	]

The Fund uses a passive management strategy, known as “replication,” to track the performance of the Underlying Index. “Replication” refers to investing in substantially all of the securities in the Underlying Index in approximately the same proportions as in the Underlying Index. Under normal circumstances, the Fund will invest at least 80% of its net assets, plus any borrowings for investment purposes, in the equity securities included in the Underlying Index. The Fund may hold up to 20% of its assets in securities not included in the Underlying Index. The Advisor expects that, over time, if the Fund has sufficient assets, the correlation between the Fund’s performance, before fees and expenses, and that of the Underlying Index will be 95% or better. A figure of 100% would indicate perfect correlation. The Advisor monitors the Fund’s tracking of the Underlying Index and seeks to maintain an appropriate correlation. The Advisor rebalances the Fund’s portfolio at the same rebalance interval(s) utilized by the Underlying Index.

To the extent the Underlying Index is concentrated in a particular industry the Fund will necessarily be concentrated in that industry. The Fund is non-diversified and, therefore, may invest a greater percentage of its assets in a particular issuer in comparison to a diversified fund.

Correlation and Tracking Error Risk. A number of factors may affect the Fund’s ability to track its benchmark index or achieve a high degree of correlation with its benchmark either on a single trading day or for a longer time period. Factors such as Fund expenses, imperfect correlation between the Fund’s investments and those of its Underlying Index, rounding of share prices, regulatory policies, high portfolio turnover rate and the use of leverage all contribute to tracking error or correlation risk. There can be no guarantee that the Fund will achieve a high degree of correlation. Failure to achieve a high degree of correlation may prevent the Fund from achieving its investment objective.

Derivatives Risk. Derivatives may pose risks in addition to and greater than those associated with investing directly in securities or other investments, including risks relating to leverage, imperfect correlations with underlying investments or the Fund’s other portfolio holdings, higher volatility, lack of availability, counterparty credit, liquidity and valuation. Their use is a highly specialized activity that involves investment techniques and risks different from those associated with ordinary portfolio securities transactions. If the Advisor is incorrect about its expectations of market conditions, the use of derivatives could also result in a loss, which in some cases may be unlimited. Certain risks also are specific to the derivatives in which the Fund invests.

Liquidity and Valuation Risk. In certain circumstances, it may be difficult for the Fund to purchase and sell particular investments within a reasonable time at a fair price, or the price at which it has been valued by the Advisor for purposes of the Fund’s NAV, causing the Fund to be less liquid and unable to realize what the Advisor believes should be the price of the investment.

prices or changes in an issuer of a security held by the Fund or otherwise take defensive positions in declining markets. The Fund will purchase, hold or sell securities when an actively managed fund would not do so. Therefore, the Fund may be subject to greater losses in a declining market than a fund that is actively managed.

MANAGEMENT

INVESTMENT ADVISOR – Security Investors, LLC, which operates under the name Guggenheim Investments, serves as the investment adviser of the Fund.

PORTFOLIO MANAGERS

•

Michael P. Byrum , CFA, Senior Vice President of the Advisor. Mr. Byrum has been associated with the Advisor since it was founded in 1993.

•

James R. King, CFA, Portfolio Manager. With the exception of the period from March 15, 2008 to January 18, 2011, Mr. King has been associated with the Advisor since 1996.

•

Ryan A. Harder , CFA, Portfolio Manager. Mr. Harder has been associated with the Advisor since 2004.

GUGGENHEIM RUSSELL BRIC EQUAL WEIGHT ETF

INVESTMENT OBJECTIVE – The investment objective of the Guggenheim Russell BRIC Equal Weight ETF (the “Fund”) is to correspond, before fees and expenses, to the price and yield performance of the Russell Brazil, Russia, India and China (BRIC) Equal Weight Index Total Return (the “Underlying Index”).


SHAREHOLDER FEES (fees paid directly from your investment)	None
ANNUAL FUND OPERATING EXPENSES (expenses that you pay each year as a percentage of the value of your investment)
Management Fees	[0.90	]%
Distribution (12b-1) Fees	0.00	%
Other Expenses*	0.00	%
Total Annual Fund Operating Expenses	[0.90	]%

*	[ Other expenses are estimated to be less than 0.01% for the fiscal year ending October 31, 2013].

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


1 Year	3 Years
$[92]	$	[287	]

To the extent the Underlying Index is concentrated in a particular industry the Fund will necessarily be concentrated in that industry. The Fund is non-diversified and, therefore, may invest a greater percentage of its assets in a particular issuer in comparison to a diversified fund.

Correlation and Tracking Error Risk. A number of factors may affect the Fund’s ability to track its benchmark index or achieve a high degree of correlation with its benchmark either on a single trading day or for a longer time period. Factors such as Fund expenses, imperfect correlation between the Fund’s investments and those of its Underlying Index, rounding of share prices, regulatory policies, high portfolio turnover rate and the use of leverage all contribute to tracking error or correlation risk. There can be no guarantee that the Fund will achieve a high degree of correlation. Failure to achieve a high degree of correlation may prevent the Fund from achieving its investment objective.

Derivatives Risk. Derivatives may pose risks in addition to and greater than those associated with investing directly in securities or other investments, including risks relating to leverage, imperfect correlations with underlying investments or the Fund’s other portfolio holdings, higher volatility, lack of availability, counterparty credit, liquidity and valuation. Their use is a highly specialized activity that involves investment techniques and risks different from those associated with ordinary portfolio securities transactions. If the Advisor is incorrect about its expectations of market conditions, the use of derivatives could also result in a loss, which in some cases may be unlimited. Certain risks also are specific to the derivatives in which the Fund invests.

Brazil. While one of the largest economies in the world based on nominal GDP, Brazil’s economy has experienced periods of high volatility and economic instability due in part to persistent inflation and currency devaluation.

China. The Chinese economy rivals that of the United States and continues to be considered one of the world’s fastest growing economies although it is experiencing an economic slowdown. However, it is generally considered an emerging market and is vulnerable to economic and political conditions and policy in China and surrounding Asian countries. Many attributes of the Chinese economy are markedly different from those that characterize the United States, including the extensive involvement of the Chinese government in the operation of the economy. Political risk is also high.

India. India and certain countries in South Asia are either comparatively underdeveloped or in the process of becoming developed and are thus more vulnerable to economic, political, and social instability than more developed nations. It is experiencing an economic slowdown.

Russia. Russian securities markets are substantially smaller, less liquid and more volatile than the securities markets in the United States, with a few issuers representing a large percentage of market capitalization and trading volume.

Investing in each of these countries or regions is usually considered riskier than investing in U.S. assets. It is also more volatile.

Liquidity and Valuation Risk. In certain circumstances, it may be difficult for the Fund to purchase and sell particular investments within a reasonable time at a fair price, or the price at which it has been valued by the Advisor for purposes of the Fund’s NAV, causing the Fund to be less liquid and unable to realize what the Advisor believes should be the price of the investment.

prospects. 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.

MANAGEMENT

INVESTMENT ADVISOR – Security Investors, LLC, which operates under the name Guggenheim Investments, serves as the investment adviser of the Fund.

PORTFOLIO MANAGERS

•

Michael P. Byrum , CFA, Senior Vice President of the Advisor. Mr. Byrum has been associated with the Advisor since it was founded in 1993.

•

James R. King, CFA, Portfolio Manager. With the exception of the period from March 15, 2008 to January 18, 2011, Mr. King has been associated with the Advisor since 1996.

•

Ryan A. Harder , CFA, Portfolio Manager. Mr. Harder has been associated with the Advisor since 2004.

PURCHASE AND SALE OF FUND SHARES – Shares may be purchased and redeemed from the Fund only in “Creation Units” of 100,000 shares, or multiples thereof. As a practical matter, only institutions and large investors, such as market makers or other large broker-dealers, purchase or redeem Creation Units. Most investors will buy and sell shares of the Fund on the Exchange. Individual shares can be bought and sold throughout the trading day like other publicly traded securities through a broker-dealer on the Exchange. These transactions do not involve the Fund. The price of an individual Fund share is based on market prices, which may be different from its NAV. As a result, the Fund’s shares may trade at a price greater than the NAV (at a premium) or less than the NAV (at a discount). Most investors will incur customary brokerage commissions and charges when buying or selling shares of the Fund through a broker-dealer on the Exchange.

GUGGENHEIM RUSSELL GREATER CHINA LARGE CAP EQUAL WEIGHT ETF

INVESTMENT OBJECTIVE – The investment objective of the Guggenheim Russell Greater China Large Cap Equal Weight ETF (the “Fund”) is to correspond, before fees and expenses, to the price and yield performance of the Russell Greater China Large Cap Equal Weight Index Total Return (the “Underlying Index”).


SHAREHOLDER FEES (fees paid directly from your investment)	None
ANNUAL FUND OPERATING EXPENSES (expenses that you pay each year as a percentage of the value of your investment)
Management Fees	[0.90	]%
Distribution (12b-1) Fees	0.00	%
Other Expenses*	0.00	%
Total Annual Fund Operating Expenses	[0.90	]%

*	[ Other expenses are estimated to be less than 0.01% for the fiscal year ending October 31, 2013].

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


1 Year	3 Years
$[92]	$	[287	]

To the extent the Underlying Index is concentrated in a particular industry the Fund will necessarily be concentrated in that industry. The Fund is non-diversified and, therefore, may invest a greater percentage of its assets in a particular issuer in comparison to a diversified fund.

Correlation and Tracking Error Risk. A number of factors may affect the Fund’s ability to track its benchmark index or achieve a high degree of correlation with its benchmark either on a single trading day or for a longer time period. Factors such as Fund expenses, imperfect correlation between the Fund’s investments and those of its Underlying Index, rounding of share prices, regulatory policies, high portfolio turnover rate and the use of leverage all contribute to tracking error or correlation risk. There can be no guarantee that the Fund will achieve a high degree of correlation. Failure to achieve a high degree of correlation may prevent the Fund from achieving its investment objective.

Derivatives Risk. Derivatives may pose risks in addition to and greater than those associated with investing directly in securities or other investments, including risks relating to leverage, imperfect correlations with underlying investments or the Fund’s other portfolio holdings, higher volatility, lack of availability, counterparty credit, liquidity and valuation. Their use is a highly specialized activity that involves investment techniques and risks different from those associated with ordinary portfolio securities transactions. If the Advisor is incorrect about its expectations of market conditions, the use of derivatives could also result in a loss, which in some cases may be unlimited. Certain risks also are specific to the derivatives in which the Fund invests.

Many attributes of the Chinese economy are markedly different from those that characterize the United States, including the extensive involvement of the Chinese government in the operation of the economy. Political risk is also high.

Investing in each of these countries or regions is usually considered riskier than investing in U.S. assets. It is also more volatile.

Liquidity and Valuation Risk. In certain circumstances, it may be difficult for the Fund to purchase and sell particular investments within a reasonable time at a fair price, or the price at which it has been valued by the Advisor for purposes of the Fund’s NAV, causing the Fund to be less liquid and unable to realize what the Advisor believes should be the price of the investment.

MANAGEMENT

INVESTMENT ADVISOR – Security Investors, LLC, which operates under the name Guggenheim Investments, serves as the investment adviser of the Fund.

PORTFOLIO MANAGERS

•

Michael P. Byrum , CFA, Senior Vice President of the Advisor. Mr. Byrum has been associated with the Advisor since it was founded in 1993.

•

James R. King, CFA, Portfolio Manager. With the exception of the period from March 15, 2008 to January 18, 2011, Mr. King has been associated with the Advisor since 1996.

•

Ryan A. Harder , CFA, Portfolio Manager. Mr. Harder has been associated with the Advisor since 2004.

PURCHASE AND SALE OF FUND SHARES – Shares may be purchased and redeemed from the Fund only in “Creation Units” of 100,000 shares, or multiples thereof. As a practical matter, only institutions and large investors, such as market makers or other large broker-dealers, purchase or redeem Creation Units. Most investors will buy and sell shares of the Fund on the Exchange. Individual shares can be bought and sold throughout the trading day like other publicly traded securities through a broker-dealer on the Exchange. These transactions do not involve the Fund. The price of an individual Fund share is based on market prices, which may be different from its NAV. As a result, the Fund’s shares may trade at a price greater than the NAV (at a premium) or less than the NAV (at a discount). Most investors will incur customary brokerage commissions and charges when buying or selling shares of the Fund through a broker-dealer on the Exchange.

GUGGENHEIM RUSSELL GLOBAL 1000 ^® EQUAL WEIGHT ETF

INVESTMENT OBJECTIVE – The investment objective of the Guggenheim Russell Global 1000 ^® Equal Weight ETF (the “Fund”) is to correspond, before fees and expenses, to the price and yield performance of the Russell Global 1000 ^® Equal Weight Index Total Return (the “Underlying Index”).


SHAREHOLDER FEES (fees paid directly from your investment)	None
ANNUAL FUND OPERATING EXPENSES (expenses that you pay each year as a percentage of the value of your investment)
Management Fees	[0.70	]%
Distribution (12b-1) Fees	0.00	%
Other Expenses*	0.00	%
Total Annual Fund Operating Expenses	[0.70	]%

*	[ Other expenses are estimated to be less than 0.01% for the fiscal year ending October 31, 2013].

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


1 Year	3 Years
$[72]	$	[224	]

To the extent the Underlying Index is concentrated in a particular industry the Fund will necessarily be concentrated in that industry. The Fund is non-diversified and, therefore, may invest a greater percentage of its assets in a particular issuer in comparison to a diversified fund.

Correlation and Tracking Error Risk. A number of factors may affect the Fund’s ability to track its benchmark index or achieve a high degree of correlation with its benchmark either on a single trading day or for a longer time period. Factors such as Fund expenses, imperfect correlation between the Fund’s investments and those of its Underlying Index, rounding of share prices, regulatory policies, high portfolio turnover rate and the use of leverage all contribute to tracking error or correlation risk. There can be no guarantee that the Fund will achieve a high degree of correlation. Failure to achieve a high degree of correlation may prevent the Fund from achieving its investment objective.

Derivatives Risk. Derivatives may pose risks in addition to and greater than those associated with investing directly in securities or other investments, including risks relating to leverage, imperfect correlations with underlying investments or the Fund’s other portfolio holdings, higher volatility, lack of availability, counterparty credit, liquidity and valuation. Their use is a highly specialized activity that involves investment techniques and risks different from those associated with ordinary portfolio securities transactions. If the Advisor is incorrect about its expectations of market conditions, the use of derivatives could also result in a loss, which in some cases may be unlimited. Certain risks also are specific to the derivatives in which the Fund invests.

Asia. While certain Asian economies are exemplars of growth and development, others have been and continue to be subject, to some extent, to over-extension of credit, currency devaluations and restrictions, high unemployment, high inflation, decreased exports and economic recessions.

Canada. The Canadian economy is susceptible to adverse changes in certain commodities markets, including those related to the agricultural and mining industries. It is also heavily dependent on trading with key partners. Any reduction in this trading may adversely affect the Canadian economy.

Investing in each of these countries or regions is usually considered riskier than investing in U.S. assets. It is also more volatile.

MANAGEMENT

INVESTMENT ADVISOR – Security Investors, LLC, which operates under the name Guggenheim Investments, serves as the investment adviser of the Fund.

PORTFOLIO MANAGERS

•

Michael P. Byrum , CFA, Senior Vice President of the Advisor. Mr. Byrum has been associated with the Advisor since it was founded in 1993.

•

James R. King, CFA, Portfolio Manager. With the exception of the period from March 15, 2008 to January 18, 2011, Mr. King has been associated with the Advisor since 1996.

•

Ryan A. Harder , CFA, Portfolio Manager. Mr. Harder has been associated with the Advisor since 2004.

involve the Fund. The price of an individual Fund share is based on market prices, which may be different from its NAV. As a result, the Fund’s shares may trade at a price greater than the NAV (at a premium) or less than the NAV (at a discount). Most investors will incur customary brokerage commissions and charges when buying or selling shares of the Fund through a broker-dealer on the Exchange.

GUGGENHEIM RUSSELL GLOBAL EX-U.S. LARGE CAP EQUAL WEIGHT ETF

INVESTMENT OBJECTIVE – The investment objective of the Guggenheim Russell Global Ex-U.S. Large Cap Equal Weight ETF (the “Fund”) is to correspond, before fees and expenses, to the price and yield performance of the Russell Global Ex-U.S. Large Cap Equal Weight Index Total Return (the “Underlying Index”).


SHAREHOLDER FEES (fees paid directly from your investment)	None
ANNUAL FUND OPERATING EXPENSES (expenses that you pay each year as a percentage of the value of your investment)
Management Fees	[0.70	]%
Distribution (12b-1) Fees	0.00	%
Other Expenses*	0.00	%
Total Annual Fund Operating Expenses	[0.70	]%

*	[ Other expenses are estimated to be less than 0.01% for the fiscal year ending October 31, 2013].

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


1 Year		3 Years
	$[72]	$	[224	]

To the extent the Underlying Index is concentrated in a particular industry the Fund will necessarily be concentrated in that industry. The Fund is non-diversified and, therefore, may invest a greater percentage of its assets in a particular issuer in comparison to a diversified fund.

Correlation and Tracking Error Risk. A number of factors may affect the Fund’s ability to track its benchmark index or achieve a high degree of correlation with its benchmark either on a single trading day or for a longer time period. Factors such as Fund expenses, imperfect correlation between the Fund’s investments and those of its Underlying Index, rounding of share prices, regulatory policies, high portfolio turnover rate and the use of leverage all contribute to tracking error or correlation risk. There can be no guarantee that the Fund will achieve a high degree of correlation. Failure to achieve a high degree of correlation may prevent the Fund from achieving its investment objective.

Derivatives Risk. Derivatives may pose risks in addition to and greater than those associated with investing directly in securities or other investments, including risks relating to leverage, imperfect correlations with underlying investments or the Fund’s other portfolio holdings, higher volatility, lack of availability, counterparty credit, liquidity and valuation. Their use is a highly specialized activity that involves investment techniques and risks different from those associated with ordinary portfolio securities transactions. If the Advisor is incorrect about its expectations of market conditions, the use of derivatives could also result in a loss, which in some cases may be unlimited. Certain risks also are specific to the derivatives in which the Fund invests.

Investing in each of these countries or regions is usually considered riskier than investing in U.S. assets. It is also more volatile.

Liquidity and Valuation Risk. In certain circumstances, it may be difficult for the Fund to purchase and sell particular investments within a reasonable time at a fair price, or the price at which it has been valued by the Advisor for purposes of the Fund’s NAV, causing the Fund to be less liquid and unable to realize what the Advisor believes should be the price of the investment.

MANAGEMENT

INVESTMENT ADVISOR – Security Investors, LLC, which operates under the name Guggenheim Investments, serves as the investment adviser of the Fund.

PORTFOLIO MANAGERS

•

Michael P. Byrum , CFA, Senior Vice President of the Advisor. Mr. Byrum has been associated with the Advisor since it was founded in 1993.

•

James R. King, CFA, Portfolio Manager. With the exception of the period from March 15, 2008 to January 18, 2011, Mr. King has been associated with the Advisor since 1996.

•

Ryan A. Harder , CFA, Portfolio Manager. Mr. Harder has been associated with the Advisor since 2004.

GUGGENHEIM RUSSELL EMERGING MARKETS LARGE CAP EQUAL WEIGHT ETF

INVESTMENT OBJECTIVE – The investment objective of the Guggenheim Russell Emerging Markets Large Cap Equal Weight ETF (the “Fund”) is to correspond, before fees and expenses, to the price and yield performance of the Russell Emerging Markets Large Cap Equal Weight Index Total Return (the “Underlying Index”).


SHAREHOLDER FEES (fees paid directly from your investment)	None
ANNUAL FUND OPERATING EXPENSES (expenses that you pay each year as a percentage of the value of your investment)
Management Fees	[0.90	]%
Distribution (12b-1) Fees	0.00	%
Other Expenses*	0.00	%
Total Annual Fund Operating Expenses	[0.90	]%

^*	[Other expenses are estimated to be less than 0.01% for the fiscal year ending October 31, 2013].

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


1 Year	3 Years
$[92]	$	[287	]

To the extent the Underlying Index is concentrated in a particular industry the Fund will necessarily be concentrated in that industry. The Fund is non-diversified and, therefore, may invest a greater percentage of its assets in a particular issuer in comparison to a diversified fund.

Correlation and Tracking Error Risk. A number of factors may affect the Fund’s ability to track its benchmark index or achieve a high degree of correlation with its benchmark either on a single trading day or for a longer time period. Factors such as Fund expenses, imperfect correlation between the Fund’s investments and those of its Underlying Index, rounding of share prices, regulatory policies, high portfolio turnover rate and the use of leverage all contribute to tracking error or correlation risk. There can be no guarantee that the Fund will achieve a high degree of correlation. Failure to achieve a high degree of correlation may prevent the Fund from achieving its investment objective.

Derivatives Risk. Derivatives may pose risks in addition to and greater than those associated with investing directly in securities or other investments, including risks relating to leverage, imperfect correlations with underlying investments or the Fund’s other portfolio holdings, higher volatility, lack of availability, counterparty credit, liquidity and valuation. Their use is a highly specialized activity that involves investment techniques and risks different from those associated with ordinary portfolio securities transactions. If the Advisor is incorrect about its expectations of market conditions, the use of derivatives could also result in a loss, which in some cases may be unlimited. Certain risks also are specific to the derivatives in which the Fund invests.

Investing in each of these countries or regions is usually considered riskier than investing in U.S. assets. It is also more volatile.

Liquidity and Valuation Risk. In certain circumstances, it may be difficult for the Fund to purchase and sell particular investments within a reasonable time at a fair price, or the price at which it has been valued by the Advisor for purposes of the Fund’s NAV, causing the Fund to be less liquid and unable to realize what the Advisor believes should be the price of the investment.

MANAGEMENT

INVESTMENT ADVISOR – Security Investors, LLC, which operates under the name Guggenheim Investments, serves as the investment adviser of the Fund.

PORTFOLIO MANAGERS

•

Michael P. Byrum , CFA, Senior Vice President of the Advisor. Mr. Byrum has been associated with the Advisor since it was founded in 1993.

•

James R. King, CFA, Portfolio Manager. With the exception of the period from March 15, 2008 to January 18, 2011, Mr. King has been associated with the Advisor since 1996.

•

Ryan A. Harder , CFA, Portfolio Manager. Mr. Harder has been associated with the Advisor since 2004.

GUGGENHEIM RUSSELL EMERGING EMEA LARGE CAP EQUAL WEIGHT ETF

INVESTMENT OBJECTIVE – The investment objective of the Guggenheim Russell Emerging EMEA Large Cap Equal Weight ETF (the “Fund”) is to correspond, before fees and expenses, to the price and yield performance of the Russell Emerging EMEA Equal Weight Index Total Return (the “Underlying Index”).


SHAREHOLDER FEES (fees paid directly from your investment)	None
ANNUAL FUND OPERATING EXPENSES (expenses that you pay each year as a percentage of the value of your investment)
Management Fees	[0.90	]%
Distribution (12b-1) Fees	0.00	%
Other Expenses*	0.00	%
Total Annual Fund Operating Expenses	[0.90	]%

*	[ Other expenses are estimated to be less than 0.01% for the fiscal year ending October 31, 2013].

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


1 Year	3 Years
$[92]	$	[287	]

To the extent the Underlying Index is concentrated in a particular industry the Fund will necessarily be concentrated in that industry. The Fund is non-diversified and, therefore, may invest a greater percentage of its assets in a particular issuer in comparison to a diversified fund.

Correlation and Tracking Error Risk. A number of factors may affect the Fund’s ability to track its benchmark index or achieve a high degree of correlation with its benchmark either on a single trading day or for a longer time period. Factors such as Fund expenses, imperfect correlation between the Fund’s investments and those of its Underlying Index, rounding of share prices, regulatory policies, high portfolio turnover rate and the use of leverage all contribute to tracking error or correlation risk. There can be no guarantee that the Fund will achieve a high degree of correlation. Failure to achieve a high degree of correlation may prevent the Fund from achieving its investment objective.

Derivatives Risk. Derivatives may pose risks in addition to and greater than those associated with investing directly in securities or other investments, including risks relating to leverage, imperfect correlations with underlying investments or the Fund’s other portfolio holdings, higher volatility, lack of availability, counterparty credit, liquidity and valuation. Their use is a highly specialized activity that involves investment techniques and risks different from those associated with ordinary portfolio securities transactions. If the Advisor is incorrect about its expectations of market conditions, the use of derivatives could also result in a loss, which in some cases may be unlimited. Certain risks also are specific to the derivatives in which the Fund invests.

Africa. Certain African markets are in the early stages of development and depend upon exports of commodities. As a result, these economies are vulnerable to changes in commodity prices. Many African governments have exercised and continue to exercise substantial influence over many aspects of the private sector, which may inhibit economic development in some instances. The African economy also may be adversely affected by political, economic and social events.

Investing in each of these countries or regions is usually considered riskier than investing in U.S. assets. It is also more volatile.

Liquidity and Valuation Risk. In certain circumstances, it may be difficult for the Fund to purchase and sell particular investments within a reasonable time at a fair price, or the price at which it has been valued by the Advisor for purposes of the Fund’s NAV, causing the Fund to be less liquid and unable to realize what the Advisor believes should be the price of the investment.

MANAGEMENT

INVESTMENT ADVISOR – Security Investors, LLC, which operates under the name Guggenheim Investments, serves as the investment adviser of the Fund.

PORTFOLIO MANAGERS

•

Michael P. Byrum , CFA, Senior Vice President of the Advisor. Mr. Byrum has been associated with the Advisor since it was founded in 1993.

•

James R. King, CFA, Portfolio Manager. With the exception of the period from March 15, 2008 to January 18, 2011, Mr. King has been associated with the Advisor since 1996.

•

Ryan A. Harder , CFA, Portfolio Manager. Mr. Harder has been associated with the Advisor since 2004.

M ORE I NFORMATION A BOUT THE T RUST AND THE F UNDS

Rydex ETF Trust (the “Trust”) is a Delaware statutory trust offering a number of professionally managed investment portfolios, or funds, that are grouped into several categories according to each fund’s investment strategy. This Prospectus describes shares of the following funds (each a “Fund” and together, the “Funds” or “Guggenheim Funds”) which are grouped into the following categories:

DOMESTIC EQUAL WEIGHT ETFS – Guggenheim Russell 1000 ^® Growth Equal Weight ETF, Guggenheim Russell 1000 ^® Value Equal Weight ETF, Guggenheim Russell 2000 ^® Growth Equal Weight ETF, Guggenheim Russell 2000 ^® Value Equal Weight ETF, Guggenheim Russell 3000 ^® Equal Weight ETF, Guggenheim Russell 3000 ^® Growth Equal Weight ETF, and Guggenheim Russell 3000 ^® Value Equal Weight ETF

INTERNATIONAL EQUAL WEIGHT ETFS – Guggenheim Russell BRIC Equal Weight ETF, Guggenheim Russell Greater China Large Cap Equal Weight ETF, Guggenheim Russell Global 1000 ^® Equal Weight ETF, Guggenheim Russell Global Ex-U.S. Large Cap Equal Weight ETF, Guggenheim Russell Emerging Markets Large Cap Equal Weight ETF, and Guggenheim Russell Emerging EMEA Large Cap Equal Weight ETF

INVESTMENT OBJECTIVES

PRINCIPAL INVESTMENT STRATEGIES

Each Fund’s investment strategy to invest at least 80% of its net assets, plus any borrowings for investment purposes, in the equity securities included in the Underlying Index is a non-fundamental policy that can be changed by the Fund upon 60 days’ prior notice to shareholders.

PRINCIPAL INVESTMENT RISKS

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 the Fund. The 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.

Derivatives Risk . The Fund may invest a percentage of its assets in derivatives, such as equity index swaps, futures and options contracts, to pursue its investment objective. The use of such derivatives may expose the Fund to risks in addition to and greater than those associated with investing directly in the securities underlying those derivatives. Derivatives may pose risks in addition to and greater than those associated with investing directly in securities or other investments, including risks relating to leverage, imperfect correlations with underlying investments or the Fund’s other portfolio holdings, higher volatility, lack of availability, counterparty credit, liquidity and valuation.

ETF Shares Trading Risks. An unanticipated early closing of the NYSE Arca, Inc. (the “Exchange”) may result in a shareholder’s inability to buy or sell shares of the Fund on that day. Trading in Fund shares similarly may be halted by the Exchange because of market conditions or other reasons. If a trading halt occurs, a shareholder may temporarily be unable to purchase or sell shares of the Fund. Shares also may trade on the Exchange at prices below their net asset value (“NAV”). The NAV of shares will fluctuate with changes in the market value of the Fund’s holdings and the exchange-traded prices may not reflect these market values. In addition, although the Fund’s shares are currently listed on the Exchange, there can be no assurance that an active trading market for shares will develop or be maintained. ETF Shares also will be subject to

intraday price performance risk because the Fund is rebalanced at or about the time of its NAV calculation. As such, the intraday position of the Fund will generally be different from the Fund’s stated investment objective. When shares are bought intraday, the performance of the Fund’s shares relative to the Underlying Index until the Fund’s next NAV calculation time will generally be greater than or less than the Fund’s stated multiple.

Africa. Certain African markets are in the early stages of development and depend upon exports of commodities such as gold, silver, copper, diamonds and oil. Therefore, these economies are vulnerable to changes in commodity prices. As a result, there may be a high concentration of market capitalization and trading volume in a small number of issuers representing a limited number of industries, as well as a high concentration of investors and financial intermediaries. Despite a growing trend toward democratization, significant policies risks continue, including substantial governmental control over many aspects of the private sector. Accordingly, governmental actions in the future could have a significant effect on economic conditions in African countries.

The legal systems in certain African countries also may have an adverse impact on the Fund. For example, the notion of limited liability is not certain in many African countries. Therefore, the Fund therefore may be liable in certain African countries for the acts of a corporation in which it invests for an amount greater than the Fund’s actual investment in that corporation. Similarly, the rights of investors in African issuers may be more limited than those of shareholders of a U.S. corporation. It may be difficult or impossible to obtain and/or enforce a judgment in an African country. Some African countries prohibit or impose substantial restrictions on investments in their capital markets, particularly their equity markets, by foreign entities such as the Fund.

Substantial limitations may exist in certain African countries with respect to the Fund’s ability to repatriate investment income or capital gains. The Fund could be adversely affected by delays in, or a refusal to grant, any required governmental approval for repatriation of capital, as well as by the application to the Fund of any restrictions on investment. Securities which are subject to material legal restrictions on repatriation of assets will be considered illiquid securities by the Fund and subject to the limitations on illiquid investments.

Brazil. Brazil has, in recent history, experienced substantial economic instability resulting from, among other things, periods of very high inflation and significant devaluations of the Brazilian currency. Brazil also has suffered from chronic structural public sector deficits. Such challenges have contributed to a high degree of price volatility in both the Brazilian equity and foreign currency markets. Despite such issues, Brazil’s economy is one of the fastest growing economies in the world and is poised to continue its growth as it strives to achieve fiscal sustainability and an open and competitive economy. The Brazilian economy may be significantly affected by the economies of other Latin American countries.

Canada. The Canadian economy is one of the wealthiest and largest in the world. However, Canada is heavily dependent on international trade and any reduction in trading with its key partners may significantly and adversely affect the Canadian economy. In addition, a significant portion of Canada’s exports are its natural resources, including energy, agricultural goods, and mining products, which causes Canada’s economy to be vulnerable to fluctuations in certain commodities markets and raises concerns about the sustainability of Canada’s economic development. Past demands for sovereignty by the province of Quebec also have significantly affected equity valuations and foreign currency movements in the Canadian market.

China. The Chinese economy is generally considered an emerging market and can be significantly affected by economic and political conditions and policy in China and surrounding Asian countries. A relatively small number of Chinese companies represents a large portion of China’s total market and thus may be more sensitive to adverse political or economic circumstances and market movements. The economy of China differs, often unfavorably, from the U.S. economy in such respects as structure, general development, government involvement, wealth distribution, rate of inflation, growth rate, allocation of resources and capital reinvestment, among others. Under China’s political and economic

system, the central government has historically exercised substantial control over virtually every sector of the Chinese economy through administrative regulation and/or state ownership. In addition, expropriation, including nationalization, confiscatory taxation, political, economic or social instability or other developments could adversely affect and significantly diminish the values of the Chinese companies in which the Fund invests.

Hong Kong. The economy of Hong Kong has few natural resources and any fluctuation or shortage in the commodity markets could have a significant adverse effect on the Hong Kong economy. In addition, Hong Kong is heavily dependent upon trading with key partners, including Mainland China. Any reduction in this trading may adversely affect the Hong Kong economy. Hong Kong, however, has strong banking and legal systems, which have helped to foster a competitive market. Hong Kong may be subject to economic, political and social instability and may also be subject to natural disasters.

India. India and certain countries in South Asia are either comparatively underdeveloped or in the process of becoming developed. Greater India investments typically involve greater potential for gain or loss than investments in securities of issuers in developed countries. In comparison to the United States and other developed countries, countries in the Indian subcontinent may have relatively unstable governments and economies based on only a few industries. The Fund may be more sensitive to changes in the economies of such countries (such as reversals of economic liberalization, political unrest or changes in trading status). Ethnic and religious tensions could result in economic or social instability in India. Additionally, investing in India involves risk of loss due to expropriation, nationalization, confiscation of assets and property or the abrupt imposition of restrictions on foreign investments and repatriation of capital already invested.

Middle East. Certain Middle Eastern markets are in the early stages of development and may be considered “frontier markets.” Financial markets in the Middle East generally are less liquid and more volatile than other markets, including markets in developing and emerging economies. There is a high concentration of market capitalization and trading volume in a small number of issuers representing a limited number of industries. Securities may have limited marketability and be subject to erratic price movements. Certain economies in the Middle East depend to a significant degree upon exports of primary commodities such as oil. A sustained decrease in commodity prices could have a significant negative impact on all aspects of the economy in the region. Despite a growing trend toward democratization, significant policies risks continue, including substantial governmental control over many

aspects of the private sector. Accordingly, governmental actions in the future could have a significant effect on economic conditions in Middle Eastern countries. This could affect private sector companies and the Fund, as well as the value of securities in the Fund’s portfolio. Further, substantial limitations may exist in certain Middle Eastern countries with respect to the Fund’s ability to protect its legal interests and its ability to repatriate its investment, investment income or capital gains. The Fund could be adversely affected by delays in, or a refusal to grant, any required governmental approval for repatriation of capital, as well as by the application to the Fund of any restrictions on investment. Procedures concerning transaction settlement and dividend collection may be less reliable than in developed markets and larger emerging markets. Countries in the Middle East may be affected by political instability, war or the threat of war, regional instability, terrorist activities and religious, ethnic and/or socioeconomic unrest. These and other factors make investing in frontier market countries significantly riskier than investing in developed market or emerging market countries.

Russia. The Fund may be affected unfavorably by political developments, social instability, changes in government policies, and other political and economic developments in Russia. Russian securities markets are substantially smaller, less liquid and more volatile than the securities markets in the United States, with a few issuers representing a large percentage of market capitalization and trading volume. Additionally, financial information on Russian issuers may not be as reliable as U.S. companies because they are not necessarily prepared and audited in accordance with U.S. or Western European generally accepted accounting principles and auditing standards. Because Russia is undergoing a rapid transition from a centrally-controlled command system to a more market-oriented democratic model it may be vulnerable to adverse effects arising from political developments, social instability, changes in government policies, and economic and policy developments. There is also the potential for unfavorable action such as expropriation, dilution, devaluation, default or excessive taxation by the Russian government or any of its agencies or political subdivisions with respect to investments in Russian securities by or for the benefit of foreign entities.

Taiwan. The economy of Taiwan has few natural resources and any fluctuation or shortage in the commodity markets could have a significant adverse effect on the Taiwanese economy. Taiwan is also heavily dependent upon trading with key partners. Any reduction in this trading may adversely affect the Taiwanese economy. Taiwan may be subject to considerable degrees of economic, political and social instability and may also be subject to natural disasters.

Liquidity and Valuation Risk. In certain circumstances, it may be difficult for the Fund to purchase and sell particular investments within a reasonable time at a fair price. To the extent that there is not an established liquid market for instruments in which the Fund may invest, trading in such instruments may be relatively inactive. In addition, during periods of reduced market liquidity or in the absence of readily available market quotations for particular investments in the Fund’s portfolio, the ability of the Fund to assign an accurate daily value to these investments may be difficult and the Advisor may be required to fair value the investments. For additional information about fair valuation, see “Calculating NAV.”

Market Risk. The Fund may invest in public and privately issued securities, which may include common and preferred stocks, bonds, warrants, and rights, as well as financial instruments that attempt to track the price movement of securities indices. Investments in securities and other financial instruments, in general, are subject to market risks that may cause their prices to fluctuate over time. The Fund’s investments may decline in value due to factors affecting securities markets generally, or particular countries, segments, economic sectors, industries or companies within those markets. The value of a security may decline due to general economic and market conditions which are not specifically related to a particular issuer, such as real or perceived adverse economic conditions or changes in interest or currency rates. The value of securities convertible into equity securities, such as warrants or convertible debt, is also affected by prevailing interest rates, the credit quality of the issuer and any call provision. Fluctuations in the value of securities and financial instruments in which the Fund invests will cause the NAV of the Fund to fluctuate. Historically, the markets have moved in cycles, and the value of the Fund’s securities and other financial instruments may fluctuate drastically from day to day.

PORTFOLIO HOLDINGS

A description of the Funds’ policies and procedures with respect to the disclosure of Fund portfolio securities is available in the Statement of Additional Information (“SAI”).

M ANAGEMENT OF THE F UNDS

INVESTMENT ADVISOR

The Advisor makes investment decisions for the assets of the Funds and continuously reviews, supervises, and administers each Fund’s investment program. The Board of Trustees of the Trust supervises the Advisor and establishes policies that the Advisor must follow in its day-to-day management activities. Pursuant to an investment advisory agreement between the Trust and the Advisor, the Funds pay the Advisor a fee at an annualized rate based on the average daily net assets of each Fund, as set forth below:


Domestic Equal Weight ETFs	ADVISORY FEE
Guggenheim Russell 1000 ^® Growth Equal Weight ETF		[0.55	%]
Guggenheim Russell 1000 ^® Value Equal Weight ETF		[0.55	%]
Guggenheim Russell 2000 ^® Growth Equal Weight ETF		[0.55	%]
Guggenheim Russell 2000 ^® Value Equal Weight ETF		[0.55	%]
Guggenheim Russell 3000 ^® Equal Weight ETF		[0.55	%]
Guggenheim Russell 3000 ^® Growth Equal Weight ETF		[0.55	%]
Guggenheim Russell 3000 ^® Value Equal Weight ETF		[0.55	%]


International Equal Weight ETFs	ADVISORY FEE
Guggenheim Russell BRIC Equal Weight ETF		[0.90	%]
Guggenheim Russell Greater China Large Cap Equal Weight ETF		[0.90	%]
Guggenheim Russell Global 1000 ^® Equal Weight ETF		[0.70	%]
Guggenheim Russell Global Ex-U.S. Large Cap Equal Weight ETF		[0.70	%]
Guggenheim Russell Emerging Markets Large Cap Equal Weight ETF		[0.90	%]
Guggenheim Russell Emerging EMEA Large Cap Equal Weight ETF		[0.90	%]

The Funds invest in a money market fund pursuant to a cash sweep agreement and may invest in other investment companies. As a shareholder in a money market fund or other investment company, the Funds will indirectly bear their proportionate share of the fees and expenses of such money market fund or investment company. The money market fund’s fees and expenses amount to less than .001%. The Funds’ fees and expenses incurred indirectly by the Funds as a result of investments in other investment companies will be less than [0.01%].

A discussion regarding the basis for the Board of Trustees’ most recent approval of the Funds’ investment advisory agreement in August 2010 will be available in the Funds’ initial Annual or Semi-Annual Report to Shareholders.

The Advisor may hire one or more sub-advisers to oversee the day-to-day activities of the Funds. The Advisor and the Funds rely on an exemptive order the U.S. Securities and Exchange Commission to be able to function as a multi-manager structure. The order allows the Advisor to hire, replace or terminate unaffiliated sub-advisers without the approval of shareholders. The order also allows the Advisor to revise a sub-advisory agreement with an unaffiliated sub-adviser with the approval of the Fund Board, 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 Advisor 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 whether a sub-adviser’s contract should be renewed, modified or terminated.

PORTFOLIO MANAGEMENT

The Funds are managed by a team of investments professionals, and on a day-to-day basis, the following three individuals are jointly and primarily responsible for the management of the Funds.

Michael P. Byrum , CFA, Senior Vice President of the Advisor – Mr. Byrum has ultimate responsibility for the management of the Funds. In addition to generally overseeing all aspects of the management of each series of Rydex Series Funds, Rydex Dynamic Funds, Rydex Variable Trust and Rydex ETF Trust, Mr. Byrum reviews the activities of Messrs. King and Harder. He has been associated with the Advisor since it was founded in 1993. During this time, he has played a key role in the development of the firm’s investment strategies and product offerings. As Portfolio Manager, Mr. Byrum was instrumental in the launch of the NASDAQ-100 ^® , Precious Metals, Government Long Bond 1.2x Strategy, Inverse Government Long Bond Strategy, Inverse S&P 500 Strategy and Inverse NASDAQ-100 ^® Strategy Funds, and helped to create the Sector Funds. He was named Vice President of Portfolio for the Advisor in 1998, and Executive Vice President in 2000. Prior to joining the Advisor, Mr. Byrum worked for Money Management Associates, the investment adviser for Rushmore Funds, Inc. He holds a degree in finance from Miami University of Ohio and is a member of the CFA Institute and the Washington Society of Investment Analysts.

S HAREHOLDER I NFORMATION

CALCULATING NAV

Each Fund calculates its NAV by:

•

Taking the current market value of its total assets

•

Subtracting any liabilities

•

Dividing that amount by the total number of shares owned by shareholders

The Funds calculate NAV once each Business Day as of the regularly scheduled close of normal trading on the Exchange (normally, 4:00 p.m., Eastern Time).

B UYING AND S ELLING F UND S HARES

SHARE TRADING PRICES

ACTIVE INVESTORS AND MARKET TIMING

DISTRIBUTION PLAN

D IVIDENDS AND D ISTRIBUTIONS

The Funds pay out dividends to shareholders at least annually. Each Fund distributes its net capital gains, if any, to shareholders annually.

A DDITIONAL T AX I NFORMATION

TAX STATUS OF EACH FUND

TAX STATUS OF DISTRIBUTIONS

•

Each Fund will, at least annually, distribute substantially all of its net investment taxable income and net capital gains income.

•

The income dividends and short-term capital gains distributions you receive from the Funds will be taxed as either ordinary income or qualified dividend income.

•

Dividends and distributions are generally taxable to you whether you receive them in cash or in additional shares.

•

Distributions paid in January but declared by a Fund in October, November or December of the previous year are generally taxable to you in the previous year.

•

Your broker will inform you of the amount of your ordinary income dividends, qualified dividend income, and capital gains distributions shortly after the close of each calendar year.

•

BACK-UP WITHHOLDING

NON-U.S. INVESTORS

Foreign shareholders ( i.e. , non-resident alien individuals and foreign corporations, partnerships, trusts and estates) are generally subject to U.S. withholding tax at the rate of 30% (or a lower tax treaty rate) on distributions derived from net investment income and short-term capital gains; provided, however, that for the Funds’ taxable years beginning on or prior to December 31, 2011, properly designated interest-related dividends and short-term capital gain dividends generally will not be subject to U.S. withholding taxes. However, depending on the circumstances, the Funds may so designate all, some or none of their potentially eligible dividends, and a portion of their distributions (e.g. interest from non-U.S. sources or any foreign currency gains) would be ineligible for this potential exemption from withholding. Additionally, it is unclear whether the exception for interest-related dividends and short-term capital gain dividends will be extended to subsequent taxable years. Distributions to foreign shareholders of long-term capital gains and any gains from the sale or other disposition of shares of the Funds generally are not subject to U.S. taxation, unless the recipient is an individual who either (1) meets the definition of “resident alien” under the Internal Revenue Code or (2) is physically present in the U.S. for 183 days or more per year. Different tax consequences may result if the foreign shareholder is engaged in a trade or business within the United States. In addition, the tax consequences to a foreign shareholder entitled to claim the benefits of a tax treaty may be different than those described above.

TAX STATUS OF SHARE TRANSACTIONS

STATE TAX CONSIDERATIONS

TAXES ON CREATIONS AND REDEMPTIONS OF CREATION UNITS

P REMIUM /D ISCOUNT I NFORMATION

The Funds had not commenced operations prior to the date of this Prospectus and therefore do not have information showing the number of days the market price of each Fund’s shares was greater than the Fund’s NAV and the number of days it was less than the Fund’s NAV ( i.e. , premium or discount) for various time periods. When available, such information may be viewed on the Funds’ website at www.rydex-sgi.com.

M ORE I NFORMATION

For more information on how to buy and sell shares of the Funds, call Rydex|SGI Client Services at 800.820.0888 or 301.296.5100 or visit www.rydex-sgi.com.

I NDEX P UBLISHER I NFORMATION

FRANK RUSSELL COMPANY (“RUSSELL”)

The Russell Indices are trademarks of Frank Russell Company (“Russell”) and have been licensed for use by Guggenheim Investments. The Funds are not sponsored, endorsed, sold or promoted by Russell and Russell makes no representation regarding the advisability of investing in the Funds.

The Funds are not sponsored, endorsed, sold or promoted by Russell. Russell makes no representation or warranty, express or implied, to the owners of the Funds or any member of the public regarding the advisability of investing in securities generally or in the Funds particularly or the ability of the Russell Indices to track general stock market performance or a segment of the same. Russell’s publication of the Russell Indices in no way suggests or implies an opinion by Russell as to the advisability of investment in any or all of the securities upon which the Russell Indices are based. Russell’s only relationship to Guggenheim Investments is the licensing of certain trademarks and trade names of Russell and of the Russell Indices which are determined, composed and calculated by Russell without regard to Guggenheim Investments or the Funds. Russell is not responsible for and has not reviewed the Funds nor any associated literature or publications and Russell makes no representation or warranty express or implied as to their accuracy or completeness, or otherwise. Russell reserves the right, at any time and without notice, to alter, amend, terminate or in any way change the Russell Indices. Russell has no obligation or liability in connection with the administration, marketing or trading of the Funds.

RUSSELL DOES NOT GUARANTEE THE ACCURACY AND/OR THE COMPLETENESS OF THE RUSSELL INDICES OR ANY DATA INCLUDED THEREIN AND RUSSELL SHALL HAVE NO LIABILITY FOR ANY ERRORS, OMISSIONS, OR INTERRUPTIONS THEREIN. RUSSELL MAKES NO WARRANTY, EXPRESS OR IMPLIED, AS TO RESULTS TO BE OBTAINED BY GUGGENHEIM INVESTMENTS, INVESTORS, OWNERS OF THE FUNDS, OR ANY OTHER PERSON OR ENTITY FROM THE USE OF THE RUSSELL INDICES OR ANY DATA INCLUDED THEREIN. RUSSELL MAKES NO EXPRESS OR IMPLIED WARRANTIES, AND EXPRESSLY DISCLAIMS ALL WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE WITH RESPECT TO THE RUSSELL INDICES OR ANY DATA INCLUDED THEREIN. WITHOUT LIMITING ANY OF THE FOREGOING, IN NO EVENT SHALL RUSSELL HAVE ANY LIABILITY FOR ANY SPECIAL, PUNITIVE, INDIRECT, OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS), EVEN IF NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES.

More information about the Index Publisher is located in the SAI.

A DDITIONAL I NFORMATION

The Trust’s Investment Company Act file number is 811-21261.

Rydex | SGI

P.O. Box 758567

Topeka, Kansas 66675-8567

800.820.0888

www.rydex-sgi.com

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STATEMENT OF ADDITIONAL INFORMATION

RYDEX ETF TRUST

805 K ING F ARM B OULEVARD , S UITE 600

R OCKVILLE , M ARYLAND 20850

800.820.0888 301.296.5100

WWW.RYDEX-SGI.COM

Rydex ETF Trust (the “Trust”) is an investment company offering professionally managed investment portfolios. This Statement of Additional Information (“SAI”) relates to shares of the following portfolios (each, a “Fund” and collectively, the “Funds” or the “Guggenheim Funds”):

Guggenheim Domestic Equal Weight ETFs

Guggenheim S&P 500 ^® Equal Weight ETF (NYSE Arca, Inc.: RSP)

Guggenheim S&P MidCap 400 ^® Equal Weight ETF (NYSE Arca, Inc.: EWMD)

Guggenheim S&P SmallCap 600 ^® Equal Weight ETF (NYSE Arca, Inc.: EWSM)

Guggenheim Russell MidCap ^® Equal Weight ETF (NYSE Arca, Inc.: EWRM)

Guggenheim Russell 1000 ^® Equal Weight ETF (NYSE Arca, Inc.: EWRI)

Guggenheim Russell 2000 ^® Equal Weight ETF (NYSE Arca, Inc.: EWRS)

Guggenheim International Equal Weight ETFs

Guggenheim MSCI EAFE Equal Weight ETF (NYSE Arca, Inc.: EWEF)

Guggenheim MSCI Emerging Markets Equal Weight ETF (NYSE Arca, Inc.: EWEM)

Guggenheim S&P 500 ^® Equal Weight Sector ETFs