COVER 2 filename2.txt 1775 I Street, N.W. [LOGO OF Dechert] Washington, DC 20006-2401 LLP +1 202 261 3300 Main +1 202 261 3333 Fax www.dechert.com ------------------------------ JULIEN BOURGEOIS julien.bourgeois@dechert.com +1 202 261 3451 Direct +1 202 261 3151 Fax September 23, 2011 VIA EDGAR Filing Desk Securities and Exchange Commission Office of Filings and Information Services Branch of Registrations and Examinations Mail Stop 0-25 100 F Street, NE Washington, D.C. 20549 Re: Security Equity Fund (File No. 811-01136) Security Large Cap Value Fund (File No. 811-00487) Security Mid Cap Growth Fund (File No. 811-01316) Security Income Fund (File No. 811-02120) SBL Fund (File No. 811-02753) (each a "Company," and collectively, the "Companies") Ladies and Gentlemen: Pursuant to Rule 14a-6 under the Securities Exchange Act of 1934, attached for filing via the EDGAR system is a preliminary proxy statement, form of proxy, and other soliciting material ("Proxy Materials") for a Joint Special Meeting of Shareholders ("Meeting") of the Companies to be held on November 22, 2011. The Meeting is being held for the purpose of asking shareholders: (i) to approve new Investment Management Agreements between Security Investors, LLC and the Companies, on behalf of each series of the Companies in connection with a corporate transaction that may result in a change in control; (ii) to elect nominees to the Boards of Directors of the Companies; (iii) with respect to SBL Fund-Series N (Managed Asset Allocation Series), to approve a change to the fundamental investment policy on diversification of investments. ------------------------- US Austin Boston Charlotte Hartford Los Angeles New York Orange County Philadelphia Princeton San Francisco Silicon Valley Washington DC EUROPE Brussels Dublin London Luxembourg Moscow Munich Paris ASIA Beijing Hong Kong [LOGO OF Dechert] September 23, 2011 LLP Page 2 No fee is required in connection with this filing. Should you have any questions or comments, please contact me at 202.261.3451. Sincerely, /s/ Julien Bourgeois -------------------- Julien Bourgeois Attachments