FUND ACCOUNTING AND AGREEMENT

          AGREEMENT made this 1st day of February, 2004, between Security Equity Fund (the "Company"), a Kansas corporation having its principal place of business at One Security ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇, and Security Management Company, LLC ("SMC"), a Kansas limited liability company having its principal place of business at One Security ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇.

          WHEREAS, the Company desires that SMC perform fund accounting and administration services for each series of the Company as now in existence and listed on Schedule A or as hereafter may from time to time be created and listed on Schedule A (individually referred to herein as the "Fund" and collectively as the "Funds");

          WHEREAS, SMC is willing to perform such services on the terms and conditions set forth in this Agreement;

          WHEREAS, SMC and Company wish to enter into this Agreement in order to set forth the terms under which SMC will perform the fund accounting and administration services set forth herein for the Company;

          NOW, THEREFORE, in consideration of the mutual premises and covenants hereinafter contained, the Company and SMC hereby agree as follows:

          SMC shall perform or supervise the performance by others of administrative services in connection with the operations of the Company and Funds, and, on behalf of the Company, shall investigate, assist in the selection of and conduct relations with custodians, depositories, accountants, legal counsel, underwriters, brokers and dealers, corporate fiduciaries, insurers, banks and persons in any other capacity deemed to be necessary or desirable for the Company's and Funds' operations.

          SMC shall provide the Company with all necessary office space, equipment, personnel, compensation and facilities (including facilities for shareholders' and Board meetings) for handling the affairs of the Company and Funds and such other services as SMC shall, from time to time, determine to be necessary to perform its obligations under this Agreement. In addition, at the request of the Board, SMC shall make reports to the Board concerning the performance of its obligations hereunder.

          Without limiting the generality of the foregoing, SMC shall:

                    SMC shall perform such other services for the Company that are mutually agreed upon by the parties from time to time. Such services may include performing internal audit examinations; mailing the annual reports of the Funds; preparing an annual list of Shareholders; and mailing notices of Shareholders' meetings, proxies and proxy statements, for all of which the Company will pay such fees as may be mutually agreed upon, including SMC's out-of-pocket expenses.

          SMC may subcontract with any entity or person concerning the provision of fund accounting services contemplated hereunder (a "Sub-Fund Accountant" and "Sub-Administrator," respectively); provided, however, that SMC shall not be relieved of any of its duties and obligations under this Agreement by the appointment of such subcontractor and provided further, that SMC shall be responsible, to the extent provided in Section 7 hereof, for all acts of such subcontractor as if such acts were its own.

          The Company shall pay SMC compensation for the services to be provided by SMC under this Agreement in accordance with, and in the manner set forth in Schedule B attached hereto.

          SMC shall use reasonable professional diligence to ensure the accuracy of all services performed under this Agreement, but shall not be liable to the Company for any action taken or omitted by SMC in the absence of bad faith, willful misfeasance, negligence or reckless disregard by it of its obligations and duties. The duties of SMC shall be confined to those expressly set forth herein, and no implied duties are assumed by or may be asserted against SMC hereunder.

          SMC shall maintain adequate and reliable computer and other equipment necessary or appropriate to carry out its obligations under this Agreement. Upon the Company's reasonable request, SMC shall provide supplemental information concerning the aspects of its disaster recovery and business continuity plan that are relevant to the services provided hereunder. Notwithstanding the foregoing or any other provision of this Agreement, SMC assumes no responsibility hereunder, and shall not be liable for, any damage, loss of data, delay or any other loss whatsoever caused by events beyond its reasonable control. Events beyond SMC's reasonable control include, without limitation, force majeure events. Force majeure events include natural disasters, actions or decrees of governmental bodies, and communication lines failures that are not the fault of either party. In the event of force majeure, computer or other equipment failures or other events beyond its reasonable control, SMC shall follow applicable procedures in its disaster recovery and business continuity plan and use all commercially reasonable efforts to minimize any service interruption.

          SMC shall provide the Company, at such times as the Company may reasonably require, copies of reports rendered by independent public accountants on the internal controls and procedures of SMC relating to the services provided by SMC under this Agreement.

          Notwithstanding anything in this agreement to the contrary, in no event shall SMC, its affiliates or any of its or their directors, officers, employees, agents or subcontractors be liable for exemplary, punitive, special, incidental, indirect or consequential damages, or lost profits, each of which is hereby excluded by agreement of the parties regardless of whether such damages were foreseeable or whether either party or any entity has been advised of the possibility of such damages.

          This Agreement shall become effective upon its approval by a majority of the Board, including a majority of the Board who are not parties to this Agreement or interested persons of such party and shall continue in effect for a period of two years from the date hereof, subject thereafter to being continued in force and effect from year to year if specifically approved each year by the Board. In addition to the foregoing, each renewal of this Agreement must be approved by the vote of a majority of the Company's directors who are not parties to this Agreement or interested persons of any such party, cast in person at a meeting called for the purpose of voting on such approval. Prior to voting on the renewal of this Agreement, the Board may request and evaluate, and SMC shall furnish, such information as may reasonably be necessary to enable the Board to evaluate the terms of this Agreement. This Agreement may be terminated at any time by either party, without cause, upon 90 days' written notice to the other, and for cause upon 30 days written notice by the party alleging cause.

          For purposes of this Agreement, "cause" shall mean (a) a material breach of this Agreement that has not been remedied for thirty (30) days following written notice of such breach from the non-breaching party; (b) a final, unappealable judicial, regulatory or administrative ruling or order in which the party to be terminated (which, in the case of the Company, may be with regard only to one or more Funds) has been found guilty of criminal or unethical behavior in the conduct of its business; or (c) financial difficulties on the part of the party to be terminated (which, in the case of the Company, may be with regard only to one or more Funds) which are evidenced by the authorization or commencement of, or involvement by way of pleading, answer, consent or acquiescence in, a voluntary or involuntary case under Title 11 of the United States Code, as from time to time is in effect, or any applicable law, other than said Title 11, of any jurisdiction relating to the liquidation or reorganization of debtors or to the modification or alteration of the rights of creditors. SMC shall not terminate this Agreement pursuant to clause (a) above based solely upon the Company's failure to pay an amount to SMC which is the subject of a good faith dispute, if (i) the Company is attempting in good faith to resolve such dispute with as much expediency as may be possible under the circumstances, and (ii) the Company continues to perform its obligations hereunder in all other material respects (including paying all fees and expenses not subject to reasonable dispute hereunder).

          Notwithstanding the foregoing, following any such termination, in the event that SMC in fact continues to perform any one or more of the services contemplated by this Agreement (or any Schedule or exhibit hereto) with the consent of the Company, the provisions of this Agreement, including without limitation the provisions dealing with indemnification, shall continue in full force and effect. Fees and out-of-pocket expenses due SMC but unpaid by the Company upon such termination shall be immediately due and payable upon and notwithstanding such termination. SMC shall be entitled to collect from the Company, in addition to the fees and disbursements provided for herein, the amount of all of SMC's reasonable cash disbursements in connection with SMC's activities in effecting such termination, including without limitation, the delivery to the Company and/or its designees of the Company's property, records, instruments and documents.

          The Company agrees to indemnify and hold harmless SMC, its employees, agents, directors, officers and nominees from and against any and all claims, demands, actions and suits, and from and against any and all judgments, liabilities, losses, damages, costs, charges, counsel fees and other expenses of every nature and character arising out of or in any way relating to SMC's actions taken or omissions with respect to the performance of services under this Agreement or based, if applicable, upon reasonable reliance on information, records, instructions or requests given or made to SMC by the Company, the investment adviser or custodian thereof; provided that this indemnification shall not apply to actions or omissions of SMC in cases of its own bad faith, willful misfeasance, negligence or reckless disregard by it of its obligations and duties.

          SMC shall indemnify, defend, and hold the Company harmless from and against any and all claims, actions and suits and all losses, damages, costs, charges, reasonable counsel fees and disbursements, payments, expenses and liabilities (including reasonable investigation expenses) resulting directly and proximately from SMC's willful misfeasance, bad faith or negligence in the performance of its duties, or by reason of reckless disregard of its obligations and duties hereunder.

          The indemnification rights hereunder shall include the right to reasonable advances of defense expenses in the event of any pending or threatened litigation with respect to which indemnification hereunder may ultimately be merited. In order that the indemnification provisions contained herein shall apply, however, it is understood that if in any case a party may be asked to indemnify or hold the other party harmless, the indemnifying party shall be fully and promptly advised of all pertinent facts concerning the situation in question, and it is further understood that the indemnified party will use all reasonable care to identify and notify the indemnifying party promptly concerning any situation which presents or appears likely to present the probability of such a claim for indemnification against the indemnifying party, but failure to do so in good faith shall not affect the rights hereunder except to the extent the indemnifying party is materially prejudiced thereby. As to any matter eligible for indemnification, an Indemnified Party shall act reasonably and in accordance with good faith business judgment and shall not effect any settlement or confess judgment without the consent of the Indemnifying Party, which consent shall not be unreasonably withheld or delayed.

          The indemnifying party shall be entitled to participate at its own expense or, if it so elects, to assume the defense of any suit brought to enforce any claims subject to this indemnity provision. If the indemnifying party elects to assume the defense of any such claim, the defense shall be conducted by counsel chosen by it and reasonably satisfactory to the indemnified party, whose approval shall not be unreasonably withheld. In the event that the indemnifying party elects to assume the defense of any suit and retain counsel, the indemnified party shall bear the fees and expenses of any additional counsel retained by it. If the indemnifying party does not elect to assume the defense of suit, it will reimburse the indemnified party for the reasonable fees and expenses of any counsel retained by the indemnified party. The indemnity and defense provisions set forth herein shall indefinitely survive the termination of this Agreement.

          SMC shall keep and maintain on behalf of the Company all books and records which the Company and SMC is, or may be, required to keep and maintain pursuant to any applicable statutes, rules and regulations, including without limitation Rules 31a-1 and 31a-2 under the 1940 Act, relating to the maintenance of books and records in connection with the services to be provided hereunder. Any records required to be maintained and preserved pursuant to Rules 31a-1 and 31a-2 under the 1940 Act which are prepared or maintained by SMC on behalf of the Company shall be prepared and maintained at the expense of SMC, but shall be the property of the Company and will be surrendered promptly to the Company on request, and made available for inspection by the Company or by the Commission at reasonable times.

          In case of any request or demand for the inspection of such records by another party, SMC may make such records available to such party if (i) disclosure is required by law, (ii) SMC is advised by counsel that it may incur liability for failure to make a disclosure, (iii) SMC is requested to divulge such information by duly-constituted authorities or court process, or (iv) SMC is requested to make a disclosure by the Company.

          The services of SMC rendered to the Company hereunder are not to be deemed to be exclusive. SMC is free to render such services to others and to have other businesses and interests. It is understood that directors, officers, employees and Shareholders of the Company are or may be or become interested in SMC, as officers, employees or otherwise and that partners, officers and employees of SMC and its counsel are or may be or become similarly interested in the Company, and that SMC may be or become interested in the Company as a shareholder or otherwise.

          SMC shall furnish to the Company and to its properly authorized auditors, investment advisers, examiners, distributors, dealers, underwriters, salesmen, insurance companies and others designated by the Company in writing, such reports and at such times as are prescribed pursuant to the terms and the conditions of this Agreement to be provided or completed by SMC, or as subsequently agreed upon by the parties pursuant to an amendment hereto.

          All computer programs and procedures employed or developed by or on behalf of SMC to perform services required to be provided by SMC under this Agreement are the property of SMC. All records and other data except such computer programs and procedures are the exclusive property of the Company and all such other records and data shall be furnished to the Company in appropriate form as soon as practicable after termination of this Agreement for any reason.

          SMC may at its option at any time, and shall promptly upon the Company's demand, turn over to the Company, files, records and documents created and maintained by SMC pursuant to this Agreement which are no longer needed by SMC in the performance of its services or for its legal protection. If not so turned over to the Company, such documents and records will be retained by SMC for six years from the year of creation. At the end of such six-year period, such records and documents will be turned over to the Company unless the Company authorizes in writing the destruction of such records and documents.

          Except as expressly provided in this agreement, all representations and warranties, including, without limitation, any warranties regarding quality, suitability, merchantability, fitness for a particular purpose or otherwise (irrespective of any course of dealing, custom or usage of trade) concerning the services or any goods provided incidental to the services provided under this agreement by SMC are completely disclaimed.

          SMC shall maintain a fidelity bond covering larceny and embezzlement and an insurance policy with respect to directors and officers errors and omissions coverage in amounts that are appropriate in light of its duties and responsibilities hereunder. Upon the request of the Company, SMC shall provide evidence that coverage is in place. SMC shall notify the Company should its insurance coverage with respect to professional liability or errors and omissions coverage be canceled. Such notification shall include the date of cancellation and the reasons therefore. SMC shall notify the Company of any material claims against it with respect to services performed under this Agreement, whether or not they may be covered by insurance, and shall notify the Company should the total outstanding claims made by SMC under its insurance coverage materially impair, or threaten to materially impair, the adequacy of its coverage.

          SMC may apply to the Company at any time for instructions and may consult with counsel for the Funds and with accountants and other experts with respect to any matter arising in connection with SMC's duties, and SMC shall not be liable nor accountable for any action taken or omitted by it in good faith in accordance with such instruction or with the opinion of such counsel, accountants or other experts. SMC shall notify the Company at any time SMC believes that it is in need of the advice of counsel (other than counsel in the regular employ of SMC or any affiliated companies) with regard to SMC's responsibilities and duties specific to the Company pursuant to this Agreement. After so notifying the Company, SMC, at its discretion, shall be entitled to seek, receive and act upon advice of legal counsel of its choosing, such advice to be at the expense of the Funds unless relating to a matter involving SMC's willful misfeasance, bad faith, negligence or reckless disregard of SMC's responsibilities and duties hereunder, and SMC shall in no event be liable to the Company or any Fund or any shareholder or beneficial owner of the Company for any action reasonably taken pursuant to such advice.

          As to the services to be provided hereunder, SMC may rely conclusively upon the terms of the Prospectuses and Statement of Additional Information of the Company relating to the relevant Funds to the extent that such services are described therein, as well as the minutes of Board meetings (if applicable) and other records of the Company unless SMC receives written instructions to the contrary in a timely manner from the Company.

          Any notice provided hereunder shall be sufficiently given when sent by registered or certified mail to the party required to be served with such notice at the following address: if to the Company, to it at One Security Benefit Place, Topeka, Kansas 66636,
Attn: President; and if to SMC, to it at One Security Benefit Place, Topeka, Kansas 66636,
Attn: President, or at such other address as such party may from time to time specify in writing to the other party pursuant to this Section.

          This Agreement and the rights and duties hereunder shall not be assignable with respect to a Fund by either of the parties hereto except by the specific written consent of the other party. This Agreement shall be binding upon, and shall inure to the benefit of, the parties hereto and their respective successors and permitted assigns.

          This Agreement shall be governed by and provisions shall be construed in accordance with the laws of the State of Kansas. To the extent that the applicable laws of the State of Kansas, or any of the provisions herein, conflict with the applicable provisions of the 1940 Act, the latter shall control.

          Nonpublic personal financial information relating to consumers or customers of the Company provided by, or at the direction of the Company to SMC, or collected or retained by SMC to perform its duties shall be considered confidential information.   SMC shall not give, sell or in any way transfer such confidential information to any person or entity, other than affiliates of SMC except at the direction of the Company or as required or permitted by law. SMC shall have in place and maintain physical, electronic and procedural safeguards reasonably designed to protect the security, confidentiality and integrity of, and to prevent unauthorized access to or use of records and information relating to consumers or customers of the Company.

* * * * *

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

1.

0.09% (9 basis points) for each of Equity Series, Mid Cap Value Series, Small Cap Growth Series, Enhanced Index Series, Select 25 Series, Large Cap Growth Series and Social Awareness Series (based on average daily net asset values) or $25,000 per Series per year, whichever is greater.

2.

0.145% (14.5 basis points) for Global Series (based on average daily net asset values) or $60,000 per Series per year, whichever is greater.

3.

0.145% (14.5 basis points) for Alpha Opportunity Series (based on average daily net asset values) or $25,000 per year, whichever is greater.