CWST Casella Waste Systems Inc

PROXY STATEMENT

SECURITY EQUITY FUND

SECURITY LARGE CAP VALUE FUND

Large Cap Concentrated Growth Fund

Small Cap Growth Fund

Large Cap Value Institutional Fund

805 King Farm Boulevard, Suite 600

Rockville, Maryland 20850

(Toll-Free) 1-800-820-0888

Notice of Special Meeting of Shareholders

To be held on April 24, 2013

This joint proxy statement (“Joint Proxy Statement”) and enclosed notice and proxy card are being furnished in connection with the solicitation of proxies by the Boards of Directors (collectively, the “Board” or the “Directors”) of each of the Security Equity Fund and the Security Large Cap Value Fund (each, a “Corporation” and collectively, the “Corporations”), with respect to the Large Cap Concentrated Growth Fund and the Small Cap Growth Fund, each a series of Security Equity Fund, and the Large Cap Value Institutional Fund, a series of Security Large Cap Value Fund (each, a “Fund” and collectively, the “Funds”), for use at a special meeting of shareholders of the Funds to be held on April 24, 2013, at 1:00 p.m. local time, or any adjournment(s) or postponement(s) thereof (the “Meeting”), at 805 King Farm Blvd., Suite 600, Rockville, MD 20850. The Boards are soliciting proxies from shareholders of the Funds with respect to the proposals set forth in the accompanying Notice.

It is anticipated that this Joint Proxy Statement and the accompanying Notice and proxy card will first be mailed to shareholders on or about March 11, 2013. In addition to solicitations of proxies by mail, proxy solicitations may also be made by telephone, email or personal interviews conducted by officers of the Corporations, regular employees of Security Investors, LLC, also known as Guggenheim Investments (the “Investment Manager”), each Fund’s Investment Manager, or other representatives of the Investment Manager, the Corporations or the Funds.

The Board has determined that the use of this Joint Proxy Statement for the Meeting is in the best interests of each Fund and its shareholders in light of the similar matters being considered and voted on by the shareholders of the each Fund.

PROPOSALS 1 - 3

APPROVAL OF A PLAN OF LIQUIDATION

Introduction

At a meeting held on February 13, 2013, the Board, upon the recommendation of the Investment Manager, determined that it would be in the best interests of the shareholders of each Fund to liquidate and dissolve each Fund. The Board and the Investment Manager have concluded that the Funds’ asset levels are more modest than envisioned, with the result that the prospects for future asset growth and lower operating expenses are limited should the Investment Manager continue to manage the assets of the Funds. The liquidation and dissolution also are part of a larger initiative of the Investment Manager designed to reposition, rationalize and streamline the Guggenheim family of funds, which includes the Funds, in order to reduce duplication among funds and strengthen the fund lineup overall.

After consideration of each Fund’s prospects and possible alternatives to dissolution, upon recommendation of the Investment Manager and the management of each Fund, the Board, including all of the Directors who are not “interested persons” (for regulatory purposes) of each Corporation or the Investment Manager (the “Independent Directors”), reviewed and approved the proposed liquidation and dissolution of the Funds pursuant to a Plan of Liquidation for each Fund (each a “Plan” and together the “Plans”).

A form of Plan of Liquidation for the Funds is attached to this Joint Proxy Statement as Appendix A, and qualifies in its entirety the following summary of the Plans. The material terms of the Plans are discussed in the “Terms of the Plans” section below. Each Plan provides for the liquidation of a Fund’s assets and the distribution to a Fund’s shareholders of all of the proceeds of the liquidation. If Proposals 1 - 3 are approved by the shareholders, the net proceeds (after deduction for amounts estimated to be necessary to satisfy the debts and liabilities of the Fund) will be paid to shareholders pro rata , in cash or cash equivalents or in-kind, on or about May 1, 2013, for each Fund.

Shareholder approval of each Fund’s liquidation and dissolution is required before it can be liquidated and dissolved. For the reasons set forth below, each Board recommends that the shareholders of the Funds vote in favor of Proposals 1 - 3. If a Fund’s shareholders do not approve a Plan, that Fund will continue to exist in accordance with its stated investment objective and strategies. In such a case, the Board would consider what, if any, steps to take concerning the future of the Fund.

Shareholders are free to redeem their shares prior to the date on which each Fund is to be liquidated.

Reasons for Liquidation and Dissolution

The Investment Manager has advised the Board that it believes the Funds’ small asset levels, and resulting high expense ratios, have created diseconomies of scale that have left the Funds too small to remain economically viable. In addition, the liquidation and dissolution would be consistent with a larger initiative of Guggenheim Investments designed to reposition, rationalize and streamline the Guggenheim family of funds.

With respect to each of the Large Cap Concentrated Growth Fund and the Large Cap Value Institutional Fund, the Investment Manager has been capping the Fund’s total expenses by contractually limiting a portion of its advisory fee and/or reimbursing some of each Fund’s operating expenses. The Investment Manager does not believe that each Fund’s expense ratios will be competitive with similar funds currently offered in the market to investors unless the Investment Manager continues to cap each Fund’s expenses for the foreseeable future.

The Investment Manager has advised the Board that it does not anticipate that any of the the Funds will experience sufficient asset growth in the foreseeable future to offset the difficulties associated with their small size. The Board also considered the historical performance record of each Fund, and the negative impact that the continuing small asset size and higher expense ratios would likely have on each Fund’s performance going forward. The Investment Manager does not believe that the Funds are well positioned to attract significant new assets given the availability of other similar funds which have lower expense ratios.

Prior to recommending each Fund’s liquidation to the Board, the Investment Manager sought to determine whether a merger or transfer of assets to another fund or a series of a fund would be possible, and if so, whether it would produce desirable results for shareholders. Management reviewed current market conditions, the similarities between the Funds and other funds managed by the Investment Manager, the relatively small size of the Funds, the time, effort and expense required to effect a transaction, and the tax and related implications for shareholders of such a transaction.

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The Investment Manager determined that reorganizing the Funds was not a viable option. The Investment Manager also investigated the relative costs involved in the liquidation and dissolution of each Fund. To the extent that the Investment Manager reimburses and waives Fund fees and expenses, it could be deemed to have an indirect interest in liquidating a Fund to end those arrangements, although it was not a predominant factor in recommending liquidation.

Terms of the Plans

Following are the material terms of each Plan, a form of which is attached in Appendix A to this Joint Proxy Statement and qualifies the following summary in its entirety.

Special Information for Contract Owners of Security Benefit Life Insurance Company Variable Annuity Accounts

There are special considerations relating to contract owners of Security Benefit Life Insurance Company variable annuity accounts who are invested in Class A shares of the Large Cap Concentrated Growth Fund or Small Cap Growth Fund. As discussed in the section entitled “Evaluation by the Board,” the Board has approved and recommends that shareholders approve the

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liquidation of Large Cap Concentrated Growth Fund and Small Cap Growth Fund. If approved by these Funds’ shareholders, the liquidations will affect your investments in these Funds.

As noted above, the proposed liquidations are anticipated to occur on or about May 1, 2013. In anticipation of that liquidation date, the Large Cap Concentrated Growth Fund and Small Cap Growth Fund will no longer be available investments for your variable annuity account, effective April 24, 2013.

If you have allocated investments to these Funds, you may want to consider transferring your investments to other available investment options prior to April 24, 2013. There are no fees, charges, tax effects, penalties or alteration of your rights for transferring your investments from the Large Cap Concentrated Growth Fund and/or Small Cap Growth Fund to another investment option, and such a transfer will not count toward any free transfer limit under your variable annuity. If no such transfer is made by close of business on May 1, 2013, the value of your investments in these Funds will be liquidated and substituted with Class B shares of the Dreyfus General Money Market Fund.

Additional information relating to the Class B shares of the Dreyfus General Money Market Fund and other investments is available to you by contacting Security Benefit Life Insurance Company. You also may contact Security Benefit Life Insurance Company to obtain additional information, including a transfer request form or copies of underlying mutual fund prospectuses.

Material Federal Income Tax Consequences

Each shareholder who receives a liquidating distribution will recognize gain (or loss) for federal income tax purposes equal to the amount by which the distribution exceeds (or is less than) the shareholder’s tax basis in his or her Fund shares. Assuming that the shareholder holds such shares as capital assets, such gain or loss generally will be treated as long-term capital gain or loss if the shares were held for more than one year and otherwise generally will be treated as short-term capital gain or loss.

It is expected that, prior to the liquidating distribution, a Fund will distribute any previously undistributed net income or net capital gains. Such distribution would be taxed as ordinary income to the extent that it is derived from net income or net short-term capital gains and will generally be taxed as long-term capital gain to the extent that it is derived from net long-term capital gains.

Notwithstanding the foregoing, any loss realized by a shareholder in respect of his or her Fund shares with a tax holding period of six months or less will be treated as long-term capital loss to the extent of any capital gain dividends with respect to such shares. The federal income tax treatment that a Fund shareholder would receive if such shareholder’s entire interest in the Fund were redeemed prior to the liquidation generally would be identical to the federal income tax treatment described above for a shareholder in liquidation of the shareholder’s interest in a Fund.

The tax consequences discussed herein may affect shareholders differently depending upon their particular tax situations unrelated to the liquidating distribution, and accordingly, this summary is not a substitute for careful tax planning on an individual basis. Shareholders may wish to consult their personal tax advisers concerning their particular tax situations and the impact thereon of receiving the liquidating distribution as discussed above, including any state, local and foreign tax consequences .

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Each Fund anticipates that it will retain its qualification as a series of a regulated investment company under the Internal Revenue Code, as amended, during the liquidation period and, therefore, will not be taxed on any of its net income from the sale of its assets.

Evaluation by the Board

At a meeting held on February 13, 2013, the Board carefully considered whether it was appropriate to recommend that shareholders approve the Plans. The Board requested information, provided by the Investment Manager, that it believed to be reasonably necessary to reach its conclusion. The Board carefully evaluated this information, and was advised by independent legal counsel during the deliberations. After review, the Directors determined that the Plans are in the best interests of the Funds and the shareholders. Accordingly, the Directors, including the Independent Directors, authorized the submission of the Plans to each Funds’ shareholders for their approval.

The Directors recommended that the Funds’ shareholders approve the Plan on the basis of the following considerations, among others:

In reaching the decision to recommend approval of the Plans, the Board did not identify any single factor as being of paramount importance. Based upon this review, the Board determined the Plans are in the best interests of the Funds and the shareholders. Accordingly, after consideration of the above factors, and such other factors and information it considered relevant, the Board voted to recommend approval of the Plan by each Fund’s shareholders.

THE BOARD, INCLUDING THE INDEPENDENT DIRECTORS, RECOMMENDS THAT SHAREHOLDERS VOTE “FOR” APPROVAL OF THE PLANS AS PROVIDED UNDER PROPOSALS 1 - 3. UNMARKED PROXIES WILL BE SO VOTED.

OTHER BUSINESS

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

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VOTING INFORMATION

Proxy Solicitation. The principle solicitation of proxies will be by the mailing of this Joint Proxy Statement commencing on or about March 11, 2013, but proxies may also be solicited by telephone and/or in person by representatives of the Investment Manager or its affiliate(s), or AST Fund Solutions, LLC, a private proxy services firm. If we have not received your vote as the date of the Meeting approaches, you may receive a call from AST Fund Solutions, LLC to ask for your vote. Arrangements will be made with brokerage houses and other custodians, nominees, and fiduciaries to forward proxies and proxy materials to their principals.

The estimated cost of retaining AST Fund Solutions, LLC is approximately $30,454. As previously discussed, the costs of the Meeting, including the preparation and mailing of the Notice, Joint Proxy Statement and proxy card, and the solicitation of proxies, including reimbursements to broker-dealers and others who forwarded proxy materials to their clients, will be borne by the Investment Manager and/or its affiliates and not by the Funds.

Shareholder Voting. Shareholders are entitled to vote at the Meeting for each Fund of which the shareholder owns shares at the close of business on the Record Date. Shareholders are entitled to one vote for each share held and fractional votes for fractional shares held.

Information regarding the number of issued and outstanding shares of each Fund as of the Record Date is provided in Appendix B, representing the same number of votes each Fund. The persons who are known to have owned beneficially 5% or more of each Fund’s outstanding shares as of the Record Date are listed in Appendix C.

More than 50% of a Fund’s shares, represented in person or by proxy, will constitute a quorum for the Meeting and must be present for the transaction of business at the Meeting with respect to a Fund. Only proxies that are voted, abstentions and “broker non-votes” will be counted toward establishing a quorum. “Broker non-votes” are shares held by a broker or nominee as to which instructions have not been received from the beneficial owners or persons entitled to vote, and the broker or nominee does not have discretionary voting power.

In the event that a quorum is not present at the Meeting, or a quorum is present but sufficient votes to approve a Proposal are not received, the persons named as proxies may propose one or more adjournments of the Meeting to permit further solicitation of proxies. Any such adjournment will require the affirmative vote of a majority of a Fund’s shares represented at the Meeting in person or by proxy (excluding abstentions and broker non-votes). The persons named as proxies will vote those proxies that they are entitled to vote “FOR” a Proposal in favor of an adjournment of the Meeting, and will vote those proxies required to be voted “AGAINST” a Proposal against such adjournment. A shareholder vote may be taken on any proposal prior to any such adjournment if sufficient votes have been received and it is otherwise appropriate.

The person(s) named as proxies on the enclosed proxy card will vote in accordance with your directions, if your proxy is received properly executed. If we receive your proxy, and it is executed properly, but you give no voting instructions with respect to a Proposal, your shares will be voted “FOR” the Proposal. The duly appointed proxies may, in their discretion, vote upon such other matters as may properly come before the Meeting.

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In order that your shares may be represented at the Meeting, you are requested to vote your shares by mail, Internet or telephone by following the enclosed instructions. IF YOU VOTE BY TELEPHONE OR INTERNET, PLEASE DO NOT RETURN YOUR PROXY CARD, UNLESS YOU LATER ELECT TO CHANGE YOUR VOTE . You may revoke your proxy: (a) at any time prior to its exercise by written notice of its revocation to the Secretary of the Corporation prior to the Meeting; (b) by the subsequent execution and timely return of another proxy prior to the Meeting (following the methods noted above); or (c) by being present and voting in person at the Meeting and giving oral notice of revocation to the chair of the Meeting. However, attendance in-person at the Meeting, by itself, will not revoke a previously-tendered proxy.

Vote Required. To approve Proposals 1 - 3, the affirmative vote of the majority of each Fund’s outstanding shares. Accordingly, assuming the presence of a quorum, abstentions and broker non-votes have the effect of a negative vote on the Proposals.

ADDITIONAL INFORMATION

Investment Manager, Administrator, Principal Underwriter

Security Investors, LLC, also known as Guggenheim Investments (the “Investment Manager”), each Fund’s investment adviser also serves as each Fund’s administrator under a separate agreement. The Investment Manager is located at 805 King Farm Boulevard, Suite 600, Rockville, Maryland 20850. The principal underwriter/distributor, Guggenheim Distributors, LLC (formerly, Rydex Distributors, LLC), is located at 805 King Farm Boulevard, Suite 600, Rockville, Maryland 20850. The Investment Manager and Guggenheim Distributors, LLC are affiliates of each other.

Costs of the Proxy

The costs of solicitation and the expenses incurred in connection with preparing this Joint Proxy Statement and its enclosures will be paid by the Investment Manager, and not the Funds or the shareholders.

Shareholder Reports

Shareholders can find important information about each Fund in each Fund’s Annual Report dated September 30, 2012 and Semi-Annual Report dated March 31, 2012; which may be obtained without charge by writing to the Fund at the address above or by calling the Fund at 1-800-820-0888.

Shareholders Sharing the Same Address

As permitted by law, only one copy of this Joint Proxy Statement may be delivered to shareholders residing at the same address, unless such shareholders have notified the Funds of their desire to receive multiple copies of the shareholder reports and proxy statements that the Funds sends. If you would like to receive an additional copy, please contact the Funds by writing to the Fund’s address, or by calling the telephone number shown on the front page of this Joint Proxy Statement. The Funds will then promptly deliver, upon request, a separate copy of this Joint Proxy Statement to any shareholder residing at an address to which only one copy was mailed. Shareholders wishing to receive separate copies of a Fund’s shareholder reports and proxy statements in the future, and shareholders sharing an address that wish to receive a single copy if they are receiving multiple copies, should also send a request as indicated.

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