Security Equity Fund
File No. 811-01136
CIK No. 0000088525
Ex-99.77Q1
INVESTMENT MANAGEMENT AGREEMENT
This Agreement, made and entered into this 27th day of January, 2000, and
amended and restated effective as of November 18, 2005 and amended and restated
as of February 8, 2008, by and between SECURITY EQUITY FUND, a Kansas
corporation (hereinafter referred to as the "Fund"), and SECURITY INVESTORS,
LLC, a Kansas limited liability company (hereinafter referred to as the
"Adviser") (formerly, Security Management Company, LLC);
WITNESSETH:
WHEREAS, the Fund is engaged in business as an open-end, management investment
company registered under the Investment Company Act of 1940 ("1940 Act"); and
WHEREAS, the Adviser is willing to provide investment research and advice to the
Fund on the terms and conditions hereinafter set forth;
WHEREAS, this Agreement has last been amended and restated to reflect
non-material amendments, including a change in the Adviser's name, the
liquidation of three Series of the Fund, and the addition of three new Series of
the Fund;
NOW, THEREFORE, in consideration of the premises and mutual agreements made
herein, the parties agree as follows:
1. Employment of the Adviser. The Fund hereby employs the Adviser to act as
investment adviser to the Fund with respect to the investment of its
assets and to supervise and arrange for the purchase of securities of the
Fund and the sales of securities held in the portfolio of the Fund,
subject always to the supervision of the Board of Directors of the Fund
(or a duly appointed committee thereof), during the period and upon and
subject to the terms and conditions described herein. The Adviser agrees
to maintain sufficient trained personnel and equipment and supplies to
perform its responsibilities under this Agreement and in conformity with
the current Prospectus(es) of the Fund and such other reasonable standards
of performance as the Fund may from time to time specify.
The Adviser hereby accepts such employment and agrees to perform the
services required by this Agreement for the compensation herein provided.
2. Allocation of Expenses and Charges.
(a) Expenses of the Adviser. The Adviser shall pay all expenses in
connection with the performance of its services under this
Agreement, except as provided otherwise herein.
(b) Expenses of the Fund. Anything in this Agreement to the contrary
notwithstanding, the Fund shall pay or reimburse the Adviser for the
payment of the following described expenses of the Fund whether or
not billed to the Fund, the Adviser or any related entity:
(i) brokerage fees and commissions;
(ii) taxes;
(iii) interest expenses;
(iv) any extraordinary expenses approved by the Board of Directors
of the Fund; and
(v) distribution fees paid under the Fund's Class A, Class B and
Class C Distribution Plans;
and, in addition to those expenses set forth above, the Fund shall
pay all of its expenses whether or not billed to the Fund, the
Adviser or any related entity.
(c) Expense Cap. For each of the Fund's full fiscal years that this
Agreement remains in force, the Adviser agrees that if total annual
expenses of each Series of the Fund identified below, exclusive of
interest, taxes, extraordinary expenses (such as litigation),
brokerage fees and commissions, and 12b-1 fees paid under a Fund's
Class A, Class B or Class C Distribution Plans, but inclusive of the
Adviser's compensation, exceeds the amount set forth below (the
"Expense Cap"), the Adviser shall contribute to such Series such
funds or waive such portion of its fee, adjusted monthly, as may be
required to insure that the total annual expenses of the Series
shall not exceed the Expense Cap. If this Agreement shall be
effective for only a portion of a Series' fiscal year, then the
maximum annual expenses shall be prorated for such portion.
Expense Cap
Select 25 Series, Class A, B and C - 1.75%
3. Compensation of the Adviser.
(a) As compensation for the investment advisory services to be rendered
by the Adviser to Global Series and Small Cap Growth Series, for
each of the years this Agreement is in effect, each of the foregoing
Series shall pay the Adviser an annual fee equal to 1.00% of its
respective average daily net assets. Such fee shall be calculated
daily and payable monthly. As compensation for the investment
advisory services to be rendered by the Adviser to Equity Series and
Select 25 Series, for each of the years
this Agreement is in effect, each of the foregoing Series shall pay
the Adviser an annual fee equal to 0.75% of its respective average
daily net assets. As compensation for the investment advisory
services to be rendered by the Adviser to Small Cap Value Series and
Global Institutional Fund, for each of the years this Agreement is
in effect, each of the foregoing Series shall pay the Adviser an
annual fee equal to 0.90% of its respective average daily net
assets. Such fee shall be calculated daily and payable monthly. As
compensation for the investment advisory services to be rendered by
the Adviser to Mid Cap Value Institutional Fund, for each of the
years this Agreement is in effect, Mid Cap Value Institutional Fund
shall pay the Adviser an annual fee equal to 0.85% of average daily
net assets. Such fee shall be calculated daily and payable monthly.
As compensation for the investment advisory services to be rendered
by the Adviser to Mid Cap Value Series for each of the years this
Agreement is in effect, the Mid Cap Value Series shall pay the
Adviser an annual fee equal to 1.00% of its average daily net assets
of $200 million or less; plus an annual rate of 0.75% of its average
daily net assets of more than $200 million. Such fee shall be
calculated daily and payable monthly. As compensation for the
investment advisory services to be rendered by the Adviser to Alpha
Opportunity Series, Alpha Opportunity Series shall pay the Adviser a
fee as described in paragraphs 3(c) and 3(d) below. If this
Agreement shall be effective for only a portion of a year, then the
Adviser's compensation for said year shall be prorated for such
portion. For purposes of this Section 3, the value of the net assets
of each Series shall be computed in the same manner at the end of
the business day as the value of such net assets is computed in
connection with the determination of the net asset value of the
Fund's shares as described in the Fund's prospectus(es).
(b) For each of the Fund's fiscal years this Agreement remains in force,
the Adviser agrees that if total annual expenses of any Series of
the Fund, exclusive of interest and taxes, extraordinary expenses
(such as litigation) and distribution fees paid under the Fund's
Class A, Class B and Class C Distribution Plans, but inclusive of
the Adviser's compensation, exceed any expense limitation imposed by
state securities law or regulation in any state in which shares of
such Series of the Fund are then qualified for sale, as such
regulations may be amended from time to time, the Adviser will
contribute to such Series such funds or waive such portion of its
fee, adjusted monthly, as may be requisite to insure that such
annual expenses will not exceed any such limitation. If this
Agreement shall be effective for only a portion of any Series'
fiscal year, then the maximum annual expenses shall be prorated for
such portion. Brokerage fees and commissions incurred in connection
with the purchase or sale of any securities by a Series shall not be
deemed to be expenses within the meaning of this paragraph (b).
(c) Total Fee. (1) During the first 12 months of operations of Alpha
Opportunity Series, the Series shall pay the Adviser an investment
advisory fee equal to 2.00% of average daily net assets, accrued
daily and paid monthly (without any adjustment of the type discussed
below).
(2) Thereafter, as compensation for the investment advisory services
to be rendered by the Adviser to Alpha Opportunity Series, the
Series shall pay the Adviser at the end of each calendar month, an
advisory fee (the "Total Fee") composed of: (i) a base fee equal to
2.00% (on an annual basis), of the Alpha Opportunity Series' average
daily net assets over the month (the "Base Fee"); and (ii) a
performance adjustment to the Base Fee as further explained in (d)
below (the "Performance Adjustment"). The Total Fee shall be accrued
daily and paid monthly, with such periodic adjustments as deemed
appropriate in accordance with applicable law and accounting
standards.
(3) If the Adviser shall serve for less than the whole of any
calendar month, the Total Fee mentioned above shall be calculated on
a pro rata basis for the portion of the month for which the Adviser
has served as adviser.
(d) Calculation of Performance Adjustment. Each month, the rate of any
positive Performance Adjustment shall be equal to 0.75% multiplied
by the ratio of the number of percentage points by which the
investment performance of the Series (the "Investment Performance")
exceeds the investment record (the "Investment Record") of the
Standard & Poor's 500 Composite Stock Price Index (the "Index") over
the twelve-month period ending on the last day of that month (the
"Measuring Period") as compared to 15 percentage points. For
example, if the Investment Performance of the Series was 6.6% and
the Investment Record of the Index was 0%, the ratio would be 6.6 to
15, or 0.44, times 0.75%, for an upward Performance Adjustment rate
of 0.33%.
Similarly, the rate of any negative Performance Adjustment shall be
equal to 0.75% multiplied by the ratio of the number of percentage
points by which the Investment Performance of the Series is less
than the Investment Record of the Index over the Measuring Period as
compared to 15 percentage points. For example, if the Investment
Performance of the Series was -10.0% and the Investment Record of
the Index was 0%, the ratio would be 10 to 15, or 0.667, times
0.75%, for a downward Performance Adjustment rate of 0.50%.
After the rate of the Performance Adjustment has been determined as
described above, the Adviser will determine the dollar amount of
such Performance Adjustment by multiplying the Performance
Adjustment rate by the average daily net assets of the Series during
the Measuring Period and dividing that number by the number of days
in the Measuring Period and then multiplying that amount by the
number of days in the current month. The dollar amount of the Total
Fee then equals the dollar amount of the Base Fee as adjusted by the
dollar amount of the Performance Adjustment.
Each month, the maximum or minimum Performance Adjustment shall be
equal to 1/12th of 0.75% of the average daily net assets of the
Series during the Measuring Period (subject to minor accounting
adjustments to account for the specific number
of days in the month) when the Investment Performance of the Series
is superior or inferior to the Investment Record of the Index by 15
percentage points or more over the Measuring Period. The maximum
Total Fee payable to the Adviser in any month is then equal to
1/12th of 2.00% of the Series' average daily net assets over that
month (i.e., the Base Fee), plus 1/12th of 0.75% of the Series'
average daily net assets over the Measuring Period (i.e., the
maximum positive Performance Adjustment); and the minimum Total Fee
payable to the Adviser is equal to 1/12th of 2.00% of the Series'
average daily net assets over that month (i.e., the Base Fee), less
1/12th of 0.75% of the Series' average daily net assets over the
Measuring Period (i.e., the maximum negative Performance Adjustment)
(subject to accounting adjustments to account for the specific
number of days in the month).
The Investment Performance of the Series will be determined by
reference to Class A shares of the Series in accordance with Rule
205-1(a) under the Investment Advisers Act of 1940 ("Advisers Act").
As such, it shall be equal to the sum of: (i) the change in the net
asset value of Class A shares during the Measuring Period, (ii) the
value of all cash distributions made by the Series to holders of its
Class A shares accumulated to the end of the Measuring Period, and
(iii) the value of capital gains taxes per Class A share, if any,
paid or payable on undistributed realized long-term gains
accumulated to the end of the Measuring Period, and will be
expressed as a percentage of the net asset value per share of the
Class A shares at the beginning of the Measuring Period (for this
purpose, the value of distributions per share of realized capital
gains, of dividends per share paid from investment income and of
capital gains taxes per share paid or payable on undistributed
realized long-term capital gains are treated as reinvested in Class
A shares at the net asset value per share in effect at the close of
business on the record date for the payment of such distributions
and dividends and the date on which provision is made for such
taxes, after giving effect to such distributions, dividends and
taxes).
The Investment Record of the Index will be determined in accordance
with Rule 205-1(b) under the Advisers Act. As such, it shall be
equal to the sum of: (i) the change in the level of the Index during
the Measuring Period, and (ii) the value, computed consistently with
the Index, of cash distributions made by companies whose securities
comprise the Index accumulated to the end of the Measuring Period,
and will be expressed as a percentage of the Index at the beginning
of the Measuring Period.
It is the intent of the parties to this Agreement that the Total Fee
arrangement comply with Section 205 of the Advisers Act, Rules 205-1
and 205-2 thereunder, as each may be amended from time to time (the
"Fulcrum Fee Provisions"). Any question in interpreting and
implementing the Total Fee arrangement shall be answered in
accordance with the Fulcrum Fee Provisions.
4. Investment Advisory Duties.
(a) Investment Advice. The Adviser shall regularly provide the Fund with
investment research, advice and supervision, continuously furnish an
investment program, recommend which securities shall be purchased
and sold and what portion of the assets of the Fund shall be held
uninvested and arrange for the purchase of securities and other
investments for the Fund and the sale of securities and other
investments held in the portfolio of the Fund. All investment advice
furnished by the Adviser to the Fund under this Section 4 shall at
all times conform to any requirements imposed by the provisions of
the Fund's Articles of Incorporation and Bylaws, the 1940 Act, the
Investment Advisors Act of 1940 and the rules and regulations
promulgated thereunder, and other applicable provisions of law, and
the terms of the registration statements of the Fund under the
Securities Act of 1933 ("1933 Act") and/or the 1940 Act, as may be
applicable at the time, all as from time to time amended. The
Adviser shall advise and assist the officers or other agents of the
Fund in taking such steps as are necessary or appropriate to carry
out the decisions of the Board of Directors of the Fund (and any
duly appointed committee thereof) with regard to the foregoing
matters and the general account of the Fund's business.
(b) Subadvisers. Subject to the provisions of the 1940 Act and any
applicable exemptions thereto, the Adviser is authorized, but is
under no obligation, to enter into sub-advisory agreements (the
"Sub-Advisory Agreements") with one or more subadvisers (each a
"Subadviser") to provide investment advisory services to any series
of the Fund. Each Subadviser shall have investment discretion with
respect to the assets of the series assigned to that Subadviser by
the Adviser. Consistent with the provisions of the 1940 Act and any
applicable exemption thereto, the Adviser may enter into
Sub-Advisory Agreements or amend Sub-Advisory Agreements without the
approval of the shareholders of the affected series.
(c) Portfolio Transactions and Brokerage.
(i) Transactions in portfolio securities shall be effected by the
Adviser, through brokers or otherwise (including affiliated
brokers), in the manner permitted in this Section 4 and in
such manner as the Adviser shall deem to be in the best
interests of the Fund after consideration is given to all
relevant factors.
(ii) In reaching a judgment relative to the qualification of a
broker to obtain the best execution of a particular
transaction, the Adviser may take into account all relevant
factors and circumstances, including the size of any
contemporaneous market in such securities; the importance to
the Fund of speed and efficiency of execution; whether the
particular transaction is part of a larger intended change of
portfolio position in the same securities; the execution
capabilities required by the circumstances of the particular
transaction; the capital required by the transaction; the
overall capital strength
of the broker; the broker's apparent knowledge of or
familiarity with sources from or to whom such securities may
be purchased or sold; as well as the efficiency, reliability
and confidentiality with which the broker has handled the
execution of prior similar transactions.
(iii) Subject to any statements concerning the allocation of
brokerage contained in the Fund's Prospectus(es) or
Statement(s) of Additional Information, the Adviser is
authorized to direct the execution of portfolio transactions
for the Fund to brokers who furnish investment information or
research service to the Adviser. Such allocations shall be in
such amounts and proportions as the Adviser may determine. If
the transaction is directed to a broker providing brokerage
and research services to the Adviser, the commission paid for
such transaction may be in excess of the commission another
broker would have charged for effecting that transaction, if
the Adviser shall have determined in good faith that the
commission is reasonable in relation to the value of the
brokerage and research services provided, viewed in terms of
either that particular transaction or the overall
responsibilities of the Adviser with respect to all accounts
as to which it now or hereafter exercises investment
discretion. For purposes of the immediately preceding
sentence, "providing brokerage and research services" shall
have the meaning generally given such terms or similar terms
under Section 28(e)(3) of the Securities Exchange Act of 1934,
as amended.
(iv) In the selection of a broker for the execution of any
transaction not subject to fixed commission rates, the Adviser
shall have no duty or obligation to seek advance competitive
bidding for the most favorable negotiated commission rate to
be applicable to such transaction, or to select any broker
solely on the basis of its purported or "posted" commission
rates.
(v) In connection with transactions on markets other than national
or regional securities exchanges, the Fund will deal directly
with the selling principal or market maker without incurring
charges for the services of a broker on its behalf unless, in
the best judgment of the Adviser, better price or execution
can be obtained by utilizing the services of a broker.
(d) Limitation of Liability of the Adviser with Respect to Rendering
Investment Advisory Services. So long as the Adviser shall give the
Fund the benefit of its best judgment and effort in rendering
investment advisory services hereunder, the Adviser shall not be
liable for any errors of judgment or mistake of law, or for any loss
sustained by reason of the adoption of any investment policy or the
purchase, sale or retention of any security on its recommendation
shall have been based upon its own investigation and research or
upon investigation and research made by any other individual, firm
or corporation, if such recommendation shall have been made and such
other individual, firm or corporation shall have been selected with
due care and in good faith. Nothing herein contained shall, however,
be construed to
protect the Adviser against any liability to the Fund or its
shareholders by reason of willful misfeasance, bad faith or gross
negligence in the performance of its duties or by reason of its
reckless disregard of its obligations and duties under this Section
4. As used in this Section 4, the "Adviser" shall include directors,
officers and employees of the Adviser, as well as the Adviser
itself.
5. Other Activities Not Restricted. Nothing in this Agreement shall prevent
the Adviser or any officer thereof from acting as investment adviser for
any other person, firm or corporation, nor shall it in any way limit or
restrict the Adviser or any of its directors, officers, stockholders or
employees from buying, selling, or trading any securities for their own
accounts or for the accounts of others for whom they may be acting;
provided, however, that the Adviser expressly represents that it will
undertake no activities which, in its judgment, will conflict with the
performance of its obligations to the Fund under this Agreement. The Fund
acknowledges that the Adviser acts as investment adviser to other
investment companies, and it expressly consents to the Adviser acting as
such; provided, however, that if in the opinion of the Adviser, particular
securities are consistent with the investment objectives of, and desirable
purchases or sales for the portfolios of one or more of such other
investment companies or series of such companies at approximately the same
time, such purchases or sales will be made on a proportionate basis if
feasible, and if not feasible, then on a rotating or other equitable
basis.
6. Amendment. This Agreement may be amended at any time, without shareholder
approval to the extent permitted by applicable law, by a writing signed by
each of the parties hereto. Any change in the Fund's registration
statements or other documents of compliance or in the forms relating to
any plan, program or service offered by its current Prospectus(es) which
would require a change in the Adviser's obligations hereunder shall be
subject to the Adviser's approval, which shall not be unreasonably
withheld.
7. Duration and Termination of Agreement. This Agreement shall continue in
force with respect to a Series for an initial term of up to two years, and
then for successive 12-month periods thereafter, unless terminated,
provided each such continuance is specifically approved at least annually
by (a) the vote of a majority of the entire Board of Directors of the
Fund, or by the vote of the holders of a majority of the outstanding
voting securities of each series of the Fund (as defined in the 1940 Act),
and (b) the vote of a majority of the directors of the Fund who are not
parties to this Agreement or interested persons (as such terms are defined
in the Investment Company Act of 1940) of any such party cast in person at
a meeting of such directors called for the purpose of voting upon such
approval. In the event a majority of the outstanding shares of one series
vote for continuance of the Agreement, it will be continued for that
series even though the Agreement is not approved by either a majority of
the outstanding shares of any other series or by a majority of outstanding
shares of the Fund.
Upon this Agreement becoming effective, any previous Agreement between the
Fund and the Adviser providing for investment advisory services shall
concurrently terminate,
except that such termination shall not affect any fees accrued and
guarantees of expenses with respect to any period prior to termination.
This Agreement may be terminated at any time as to any series of the Fund
without payment of any penalty, by the Fund upon the vote of a majority of
the Fund's Board of Directors or, by a majority of the outstanding voting
securities of the applicable series of the Fund, or by the Adviser, in
each case on sixty (60) days' written notice to the other party. This
Agreement shall automatically terminate in the event of its assignment (as
such term is defined in the 1940 Act).
8. Severability. If any clause or provision of this Agreement is determined
to be illegal, invalid or unenforceable under present or future laws
effective during the term hereof, then such clause or provision shall be
considered severed herefrom and the remainder of this Agreement shall
continue in full force and effect.
9. Applicable Law. This Agreement shall be subject to and construed in
accordance with the laws of the State of Kansas.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed by their respective officers thereto duly authorized on the day, month
and year first above written.
SECURITY EQUITY FUND
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Title: President
ATTEST:
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Secretary
SECURITY INVESTORS, LLC
By ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: President
ATTEST:
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Secretary
AMENDMENT TO
INVESTMENT MANAGEMENT AGREEMENT
WHEREAS, Security Equity Fund (the "Fund") and Security Investors, LLC (the
"Adviser") are parties to an Investment Management Agreement made and entered
into on January 27, 2000, and amended and restated effective as of November 18,
2005 and amended and restated as of February 8, 2008 (the "Agreement");
WHEREAS, on May 9, 2008, the Board of Directors of the Fund authorized the Fund
to offer its common stock in a new series designated as All Cap Value Series and
authorized changes to the Adviser's compensation in connection with the Alpha
Opportunity Series;
WHEREAS, the parties hereto wish to amend the Agreement to reflect the changes
authorized by the Board of Directors of the Fund;
NOW, THEREFORE, in consideration of the premises and mutual agreements made
herein, the parties agree as follows:
Section 3 of the Agreement is hereby deleted in its entirety and replaced with
the new Section 3 set forth below:
3. Compensation of the Adviser.
(a) As compensation for the investment advisory services to be rendered
by the Adviser to Global Series and Small Cap Growth Series, for
each of the years this Agreement is in effect, each of the foregoing
Series shall pay the Adviser an annual fee equal to 1.00% of its
respective average daily net assets. Such fee shall be calculated
daily and payable monthly. As compensation for the investment
advisory services to be rendered by the Adviser to Equity Series and
Select 25 Series, for each of the years this Agreement is in effect,
each of the foregoing Series shall pay the Adviser an annual fee
equal to 0.75% of its respective average daily net assets. As
compensation for the investment advisory services to be rendered by
the Adviser to Small Cap Value Series and Global Institutional Fund,
for each of the years this Agreement is in effect, each of the
foregoing Series shall pay the Adviser an annual fee equal to 0.90%
of its respective average daily net assets. Such fee shall be
calculated daily and payable monthly. As compensation for the
investment advisory services to be rendered by the Adviser to Mid
Cap Value Institutional Fund, for each of the years this Agreement
is in effect, Mid Cap Value Institutional Fund shall pay the Adviser
an annual fee equal to 0.85% of average daily net assets. Such fee
shall be calculated daily and payable monthly. As compensation for
the investment advisory services to be rendered by the Adviser to
Mid Cap Value Series for each of the years this Agreement is in
effect, the Mid Cap Value Series shall pay the Adviser an annual fee
equal to 1.00% of its average daily net assets of $200 million or
less; plus an annual rate of 0.75% of its average daily net assets
of more than $200 million. Such fee shall be calculated daily and
payable monthly. As
compensation for the investment advisory services to be rendered by
the Adviser to All Cap Value Series for each of the years this
Agreement is in effect, the All Cap Value Series shall pay the
Adviser an annual fee equal to 0.70% of its average daily net
assets. Such fee shall be calculated daily and payable monthly. As
compensation for the investment advisory services to be rendered by
the Adviser to Alpha Opportunity Series for each of the years this
Agreement is in effect, the Alpha Opportunity Series shall pay the
Adviser an annual fee equal to 1.25% of its average daily net
assets. Such fee shall be calculated daily and payable monthly. If
this Agreement shall be effective for only a portion of a year, then
the Adviser's compensation for said year shall be prorated for such
portion. For purposes of this Section 3, the value of the net assets
of each Series shall be computed in the same manner at the end of
the business day as the value of such net assets is computed in
connection with the determination of the net asset value of the
Fund's shares as described in the Fund's prospectus(es).
(b) For each of the Fund's fiscal years this Agreement remains in force,
the Adviser agrees that if total annual expenses of any Series of
the Fund, exclusive of interest and taxes, extraordinary expenses
(such as litigation) and distribution fees paid under the Fund's
Class A, Class B and Class C Distribution Plans, but inclusive of
the Adviser's compensation, exceed any expense limitation imposed by
state securities law or regulation in any state in which shares of
such Series of the Fund are then qualified for sale, as such
regulations may be amended from time to time, the Adviser will
contribute to such Series such funds or waive such portion of its
fee, adjusted monthly, as may be requisite to insure that such
annual expenses will not exceed any such limitation. If this
Agreement shall be effective for only a portion of any Series'
fiscal year, then the maximum annual expenses shall be prorated for
such portion. Brokerage fees and commissions incurred in connection
with the purchase or sale of any securities by a Series shall not be
deemed to be expenses within the meaning of this paragraph (b).
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to the
Investment Management Agreement to be duly executed by their respective officers
thereto duly authorized as of August 15, 2008.
SECURITY EQUITY FUND
By
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Title: Vice President
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Assistant Secretary
SECURITY INVESTORS, LLC
By
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Title: Vice President
ATTEST:
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Assistant Secretary