INVESTMENT MANAGEMENT AND SERVICES AGREEMENT


This  Agreement,  made and entered into this 27th day of January,  2000,  by and
between SECURITY EQUITY FUND, a Kansas corporation  (hereinafter  referred to as
the "Fund"),  and SECURITY MANAGEMENT  COMPANY,  LLC, a Kansas limited liability
company (hereinafter referred to as "SMC");

                                   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,  SMC is willing to provide  investment  research  and  advice,  general
administrative,  fund  accounting,  transfer  agency,  and  dividend  disbursing
services to the Fund on the terms and  conditions  hereinafter  set forth and to
arrange for the  provision  of all other  services  (except  for those  services
specifically  excluded  in  this  Agreement)  required  by the  Fund,  including
custodial, legal, auditing and printing;

NOW,  THEREFORE,  in  consideration  of the premises and mutual  agreements made
herein, the parties agree as follows:

 1.  EMPLOYMENT  OF SMC.  The Fund hereby  employs SMC to (a) 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;   (b)  provide   the  Fund  with   general
     administrative,  fund accounting,  transfer agency, and dividend disbursing
     services  described and set forth in Schedule A attached  hereto and made a
     part of this Agreement by reference;  and (c) arrange for, and monitor, the
     provision to the Fund of all other services required by the Fund, including
     but not limited to  services of  independent  accountants,  legal  counsel,
     custodial services and printing. SMC may, in accordance with all applicable
     legal  requirements,  engage the  services  of other  persons or  entities,
     regardless  of any  affiliation  with SMC, to provide  services to the Fund
     under this  Agreement.  SMC shall bear the expense of providing  such other
     services  to the Equity and Global  Series.  Total  Return  Series,  Social
     Awareness Series, Value Series, Small Company Series, International Series,
     Enhanced  Index  Series and Select 25 Series shall bear the expense of such
     other services and all other expenses of the Series. SMC agrees to maintain
     sufficient  trained  personnel  and  equipment  and supplies to perform its
     responsibilities  under this  Agreement and in conformity  with the current
     Prospectus of the Fund and such other  reasonable  standards of performance
     as the Fund may from time to time specify and shall use reasonable  care in
     selecting and  monitoring the  performance  of third  parties,  who perform
     services for the Fund.  SMC shall not  guarantee  the  performance  of such
     persons.

     SMC 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 SMC.  SMC shall pay all  expenses in  connection  with the
          performance  of its  services  under this  Agreement,  including  with
          respect to the Equity and Global Series, all fees and charges of third
          parties providing  services to the Fund,  whether or not such expenses
          are billed to SMC or the Fund, except as provided otherwise herein.

     (b)  EXPENSES  OF THE FUND.  Anything  in this  Agreement  to the  contrary
          notwithstanding,  the Fund shall pay or reimburse  SMC for the payment
          of the following  described expenses of the Fund whether or not billed
          to the Fund, SMC 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,  Total  Return
          Series,  Social Awareness Series,  Value Series, Small Company Series,
          International Series, Enhanced Index Series and Select 25 Series shall
          pay all expenses of the Series  whether or not billed to the Fund, SMC
          or any related  entity,  including,  but not limited to the following:
          Board of Directors'  fees;  legal,  auditing and accounting  expenses;
          insurance premiums; broker's commissions;  taxes and governmental fees
          and any  membership  dues;  fees of  custodian;  expenses of obtaining
          quotations  on the  Fund's  portfolio  securities  and  pricing of the
          Fund's shares;  costs and expenses in connection with the registration
          of the  Fund's  capital  stock  under the  Securities  Act of 1933 and
          qualification  of the Fund's  capital stock under the Blue Sky laws of
          the  states  where  such  stock is  offered;  costs  and  expenses  in
          connection  with the  registration  of the Fund  under the  Investment
          Company  Act of 1940  and all  periodic  and  other  reports  required
          thereunder;  expenses of preparing, printing and distributing reports,
          proxy statements, prospectuses,  statements of additional information,
          notices and  distributions to  stockholders;  costs of stockholder and
          other  meetings;  and  expenses of  maintaining  the Fund's  corporate
          existence.  Notwithstanding the foregoing,  SMC shall pay all expenses
          related to the initial  registration and  qualification of the Class C
          shares of Total Return Series,  Social Awareness Series, Value Series,
          Small Company Series,  International Series, Enhanced Index Series and
          Select 25  Series,  under the Blue Sky laws of the  states  where such
          class of stock is offered.

     (c)  EXPENSE CAP.  For each of the Fund's full fiscal years this  Agreement
          remains in force,  SMC 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 SMC's  compensation,
          exceeds  the amount  set forth  below (the  "Expense  Cap"),  SMC will
          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  will 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

             International Series, Class A, B and C shares - 2.25%
             Enhanced Index Series, Class A, B and C shares - 1.75%
             Select 25 Series, Class A, B and C shares - 1.75%

 3.  COMPENSATION OF SMC.

     (a)  As  compensation  for the  services  to be  rendered  by SMC to Equity
          Series and Global Series as provided for herein, for each of the years
          this  Agreement  is in  effect,  the Fund  shall pay SMC an annual fee
          equal to (1) 2 percent of the first $10 million of the  average  daily
          net assets, 1 1/2 percent of the next $20 million of the average daily
          net assets, and 1 percent of the remaining average daily net assets of
          the Equity  Series of the Fund for any fiscal year,  and (2) 2 percent
          of the first $70  million  of the  average  daily net assets and 1 1/2
          percent of the remaining average daily net assets of the Global Series
          of the Fund for any fiscal year.  Such fees shall be determined  daily
          and payable  monthly.  As  compensation  for the  investment  advisory
          services  to be  rendered  by SMC to Social  Awareness  Series,  Value
          Series and Small Company Series,  for each of the years this Agreement
          is in effect,  the Social  Awareness  Series,  Value  Series and Small
          Company  Series  shall each pay SMC an annual fee equal to 1% of their
          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 SMC to International Series for each of the
          years this Agreement is in effect, the International  Series shall pay
          SMC an annual fee equal to 1.10% 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 SMC to Total Return
          Series,  Enhanced  Index  Series  and Select 25 Series for each of the
          years this Agreement is in effect,  the Total Return Series,  Enhanced
          Index  Series  and  Select 25 Series  shall each pay SMC an annual fee
          equal to .75% of their respective  average daily net assets.  Such fee
          shall be calculated daily and payable monthly. As compensation for the
          administrative services to be rendered by SMC to International Series,
          the International  Series shall pay SMC an annual fee equal to .05% of
          the average daily net assets of International Series, plus the greater
          of .10% of its  average  daily net  assets or (i)  $30,000 in the year
          ended  January 31, 2000;  (ii) $45,000 in the year ending  January 31,
          2001 and (iii) $60,000 thereafter. Such fees shall be calculated daily
          and payable monthly.  As compensation for the administrative  services
          to be rendered by SMC to Total Return Series, Social Awareness Series,
          Value Series,  Small Company Series,  Enhanced Index Series and Select
          25 Series,  each such Series shall pay SMC an annual fee equal to .09%
          of their  respective  average  daily net  assets.  Such fees  shall be
          calculated  daily and  payable  monthly.  If this  Agreement  shall be
          effective for only a portion of a year,  then SMC'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.

          For transfer agency  services  provided by SMC to Total Return Series,
          Social  Awareness   Series,   Value  Series,   Small  Company  Series,
          International  Series,  Enhanced  Index Series,  and Select 25 Series,
          each such Series shall pay a Maintenance  Fee of $8.00 per account,  a
          Transaction  Fee of $1.00 per account and a Dividend  Fee of $1.00 per
          account.

     (b)  For each of the Fund's fiscal years this  Agreement  remains in force,
          SMC 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 SMC'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,  SMC 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).

 4.  INVESTMENT ADVISORY DUTIES.

     (a)  INVESTMENT   ADVICE.   SMC  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 SMC to the Fund under this paragraph 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.  SMC 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,  SMC 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 SMC.  Consistent with the
          provisions of the 1940 Act and any applicable  exemption thereto,  SMC
          may  enter  into   Sub-Advisory   Agreements  or  amend   Sub-Advisory
          Agreements  without the approval of the  shareholders  of the effected
          series.

     (c)  PORTFOLIO TRANSACTIONS AND BROKERAGE.

            (i)  Transactions in portfolio  securities shall be effected by SMC,
                 through brokers or otherwise (including affiliated brokers), in
                 the manner  permitted in this paragraph 4 and in such manner as
                 SMC 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, SMC 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  or Statement of
                 Additional  Information,   SMC  is  authorized  to  direct  the
                 execution of portfolio transactions for the Fund to brokers who
                 furnish investment  information or research service to the SMC.
                 Such  allocations  shall be in such amounts and  proportions as
                 SMC may determine.  If the  transaction is directed to a broker
                 providing   brokerage   and  research   services  to  SMC,  the
                 commission  paid for such  transaction  may be in excess of the
                 commission another broker would have charged for effecting that
                 transaction,  if SMC 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 SMC 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,  SMC 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 SMC,  better  price or  execution  can be
                 obtained by utilizing the services of a broker.

     (d)  LIMITATION  OF LIABILITY  OF SMC WITH RESPECT TO RENDERING  INVESTMENT
          ADVISORY  SERVICES.  So long as SMC shall give the Fund the benefit of
          its best judgment and effort in rendering investment advisory services
          hereunder,  SMC 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 SMC 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  paragraph  4. As used in this  paragraph  4, "SMC"
          shall include directors, officers and employees of SMC, as well as SMC
          itself.

 5.  ADMINISTRATIVE AND TRANSFER AGENCY SERVICES.

     (a)  RESPONSIBILITIES  OF SMC.  SMC  will  provide  the Fund  with  general
          administrative,   fund  accounting,   transfer  agency,  and  dividend
          disbursing  services  described  and set forth in  Schedule A attached
          hereto and made a part of this  Agreement by reference.  SMC agrees to
          maintain  sufficient  trained  personnel and equipment and supplies to
          perform such services in conformity with the current Prospectus of the
          Fund and such other  reasonable  standards of  performance as the Fund
          may from time to time specify,  and otherwise perform such services in
          an accurate, timely, and efficient manner.

     (b)  INSURANCE. The Fund and SMC agree to procure and maintain,  separately
          or as joint  insureds with  themselves,  their  directors,  employees,
          agents and others,  and other investment  companies for which SMC acts
          as  investment  adviser and  transfer  agent,  a policy or policies of
          insurance  against  loss arising  from  breaches of trust,  errors and
          omissions,  and a fidelity bond meeting the  requirements  of the 1940
          Act, in the amounts  and with such  deductibles  as may be agreed upon
          from time to time. SMC shall be solely  responsible for the payment of
          premiums due for such policies.

     (c)  REGISTRATION AND COMPLIANCE.

           (i)   SMC  represents  that as of the  date of this  Agreement  it is
                 registered as a transfer agent with the Securities and Exchange
                 Commission ("SEC") pursuant to Subsection 17A of the Securities
                 and  Exchange  Act  of  1934  and  the  rules  and  regulations
                 thereunder, and agrees to maintain said registration and comply
                 with all of the requirements of said Act, rules and regulations
                 so long as this Agreement remains in force.

          (ii)   The  Fund  represents  that  it  is  a  diversified  management
                 investment  company  registered with the SEC in accordance with
                 the 1940 Act and the  rules  and  regulations  thereunder,  and
                 authorized  to sell its shares  pursuant to said Act,  the 1933
                 Act and the rules and regulations thereunder.

     (d)  LIABILITY AND INDEMNIFICATION WITH RESPECT TO RENDERING ADMINISTRATIVE
          AND  TRANSFER  AGENCY  SERVICES.  SMC shall be liable  for any  actual
          losses,  claims, damages or expenses (including any reasonable counsel
          fees  and   expenses)   resulting   from  SMC's  bad  faith,   willful
          misfeasance,   reckless  disregard  of  its  obligations  and  duties,
          negligence or failure to properly perform any of its  responsibilities
          or duties  under this  Section 5. SMC shall not be liable and shall be
          indemnified  and held harmless by the Fund,  for any claim,  demand or
          action brought against it arising out of or in connection with:

           (i)   The bad faith, willful  misfeasance,  reckless disregard of its
                 duties or  negligence by the Board of Directors of the Fund, or
                 SMC's  acting upon any  instructions  properly  executed or and
                 authorized by the Board of Directors of the Fund;

          (ii)   SMC acting in reliance upon advice given by independent counsel
                 retained by the Board of Directors of the Fund.

          In the  event  that  SMC  requests  the Fund to  indemnify  or hold it
          harmless hereunder,  SMC shall use its best efforts to inform the Fund
          of the relevant facts concerning the matter in question. SMC shall use
          reasonable  care to identify and promptly  notify the Fund  concerning
          any matter which presents,  or appears likely to present,  a claim for
          indemnification against the Fund.

          The Fund shall have the  election of  defending  SMC against any claim
          which may be the subject of  indemnification  hereunder.  In the event
          the Fund so elects, it will so notify SMC and thereupon the Fund shall
          take over defenses of the claim,  and if so requested by the Fund, SMC
          shall incur no further legal or other claims related thereto for which
          it would be entitled to indemnity  hereunder provided,  however,  that
          nothing herein contained shall prevent SMC from retaining,  at its own
          expense,  counsel to defend any claim.  Except  with the Fund's  prior
          consent,  SMC  shall  in no  event  confess  any  claim  or  make  any
          compromise  in any matter in which the Fund will be asked to indemnify
          or hold SMC harmless hereunder.

          PUNITIVE  DAMAGES.  SMC shall not be liable to the Fund,  or any third
          party,  for punitive,  exemplary,  indirect,  special or consequential
          damages  (even  if SMC has been  advised  of the  possibility  of such
          damage) arising from its  obligations and the services  provided under
          this paragraph 5,  including but not limited to loss of profits,  loss
          of use of the  shareholder  accounting  system,  cost of  capital  and
          expenses of substitute facilities, programs or services.

          FORCE   MAJEURE.   Anything  in  this  paragraph  5  to  the  contrary
          notwithstanding,  SMC  shall  not  be  liable  for  delays  or  errors
          occurring by reason of circumstances beyond its control, including but
          not  limited  to  acts  of  civil  or  military  authority,   national
          emergencies,  work stoppages,  fire, flood,  catastrophe,  earthquake,
          acts of God,  insurrection,  war, riot,  failure of  communication  or
          interruption.

     (e)  DELEGATION OF DUTIES. SMC may, at its discretion,  delegate, assign or
          subcontract any of the duties,  responsibilities and services governed
          by this agreement, to an affiliated company,  whether or not by formal
          written  agreement,   or  to  any  third  party,  provided  that  such
          arrangement  with a third  party  has been  approved  by the  Board of
          Directors  of  the  Fund.   SMC  shall,   however,   retain   ultimate
          responsibility  to  the  Fund  and  shall  implement  such  reasonable
          procedures   as  may  be  necessary  for  assuring  that  any  duties,
          responsibilities  or services so assigned,  subcontracted or delegated
          are  performed in  conformity  with the terms and  conditions  of this
          Agreement.

 6.  OTHER  ACTIVITIES NOT  RESTRICTED.  Nothing in this Agreement shall prevent
     SMC or any officer thereof from acting as investment adviser, administrator
     or transfer agent for any other person,  firm or corporation,  nor shall it
     in any  way  limit  or  restrict  SMC or  any of its  directors,  officers,
     stockholders or employees from buying,  selling,  or trading any securities
     for its own  accounts  or for the  accounts  of  others  for whom it may be
     acting;  provided,  however,  that SMC  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  SMC  acts  as  investment  adviser,  administrator  and
     transfer agent to other investment companies,  and it expressly consents to
     SMC  acting as such;  provided,  however,  that if in the  opinion  of SMC,
     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.

 7.  AMENDMENT.  This  Agreement and the schedules  forming a part hereof 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 which would require a change in SMC's obligations
     hereunder  shall  be  subject  to  SMC's  approval,   which  shall  not  be
     unreasonably withheld.

 8.  DURATION  AND  TERMINATION  OF  AGREEMENT.   This  Agreement  shall  become
     effective on January 27, 2000,  provided that on or before that date it has
     been  approved  by the  holders of a  majority  of the  outstanding  voting
     securities of each series of the Fund.  This  Agreement  shall  continue in
     force  until  January  27,  2002,  and  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,  and 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,  or (b) 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). 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 SMC providing for investment advisory,  administrative or transfer
     agency 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 SMC, 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).

 9.  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.

10.  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

                                        By     JOHN D. CLELAND
                                               ---------------------------------
                                        Title: President

ATTEST:

AMY J. LEE
--------------------------
Secretary

                                        SECURITY MANAGEMENT COMPANY, LLC

                                        By     JAMES R. SCHMANK
                                               ---------------------------------
                                        Title: President

ATTEST:

AMY J. LEE
--------------------------
Secretary

                                   SCHEDULE A
                  INVESTMENT ADVISORY, ADMINISTRATIVE SERVICES
                          AND TRANSFER AGENCY AGREEMENT

     SCHEDULE OF ADMINISTRATIVE AND FUND ACCOUNTING FACILITIES AND SERVICES


Security  Management  Company,  LLC  agrees to  provide  the Fund the  following
administrative facilities and services.

 1.  FUND AND PORTFOLIO ACCOUNTING

     a.  Maintenance of Fund, General Ledger and Journal.
     b.  Preparing and recording disbursements for direct Fund expenses.
     c.  Preparing daily money transfers.
     d.  Reconciliation of all Fund bank and custodian accounts.
     e.  Assisting Fund independent auditors as appropriate.
     f.  Prepare daily projection of available cash balances.
     g.  Record trading  activity for purposes of  determining  net asset values
         and daily dividend.
     h.  Prepare daily portfolio evaluation report to value portfolio securities
         and determine daily accrued income.
     i.  Determine the daily net asset value per share.
     j.  Determine the daily, monthly, quarterly,  semiannual or annual dividend
         per share.
     k.  Prepare monthly, quarterly, semiannual and annual financial statements.
     l.  Provide  financial  information  for  reports  to  the  Securities  and
         Exchange Commission in compliance with the provisions of the Investment
         Company  Act of 1940  and the  Securities  Act of  1933,  the  Internal
         Revenue Service and any other regulatory agencies as required.
     m.  Provide financial, yield, net asset value, etc. information to NASD and
         other survey and statistical agencies as instructed by the Fund.
     n.  Reports  to  the  Audit  Committee  of  the  Board  of  Directors,   if
         applicable.

 2.  LEGAL

     a.  Provide  registration and other  administrative  services  necessary to
         qualify  the  shares  of the  Fund  for  sale  in  those  jurisdictions
         determined from time to time by the Fund's Board of Directors (commonly
         known as "Blue Sky Registration").
     b.  Provide  registration  with and reports to the  Securities and Exchange
         Commission in compliance with the provisions of the Investment  Company
         Act of 1940 and the Securities Act of 1933.
     c.  Prepare  and  review  Fund   Prospectus  and  Statement  of  Additional
         Information.
     d.  Prepare  proxy  statements  and  oversee  proxy  tabulation  for annual
         meetings.
     e.  Prepare Board materials and maintain minutes of the Board meetings.
     f.  Draft,  review and  maintain  contractual  agreements  between Fund and
         Investment Adviser, Custodian, Distributor and Transfer Agent.
     g.  Oversee   printing   of  proxy   statements,   financial   reports   to
         shareholders, prospectus and Statements of Additional Information.
     h.  Provide legal advice and oversight regarding shareholder  transactions,
         administrative services, compliance with contractual agreements and the
         provisions of the 1940 and 1933 Acts.


           SCHEDULE OF SHARE TRANSFER AND DIVIDEND DISBURSING SERVICES


Security  Management  Company,  LLC  agrees to  provide  the Fund the  following
transfer agency and dividend disbursing service.

 1.  Maintenance of shareholder accounts, including processing of new accounts.

 2.  Posting  address  changes  and  other  file   maintenance  for  shareholder
     accounts.

 3.  Posting all transactions to the shareholder file, including:

     a.  Direct purchases;
     b.  Wire order purchases;
     c.  Direct redemptions;
     d.  Wire order redemptions;
     e.  Draft redemptions;
     f.  Direct exchanges;
     g.  Transfers;
     h.  Certificate issuances; and
     i.  Certificate deposits.

 4.  Monitor fiduciary processing, insuring accuracy and deduction of fees.

 5.  Prepare daily  reconciliation's of shareholder processing to money movement
     instructions.

 6.  Handle bounced check  collections.  Immediately  liquidate shares purchased
     and  return  to  the  shareholder   the  check  and   confirmation  of  the
     transaction.

 7.  Issuing all checks and stopping and replacing lost checks.

 8.  Draft clearing services.

     a.  Maintenance of signature cards and appropriate corporate resolutions.
     b.  Comparison  of the  signature  on the  check to the  signatures  on the
         signature  card for the  purpose of paying the face amount of the check
         only.
     c.  Receiving  checks  presented for payment and  liquidating  shares after
         verifying account balance.
     d.  Ordering checks in quantity specified by the Fund for the shareholder.

 9.  Mailing   confirmations,   checks  and/or   certificates   resulting   from
     transaction requests to shareholders.

10.  Performing all of the Fund's other mailings, including:

     a.  Dividend and capital gain distributions;
     b.  Semiannual and annual reports;
     c.  1099/year-end shareholder reporting;
     d.  Systematic withdrawal plan payments; and
     e.  Daily confirmations.

11.  Answering all service related  telephone  inquiries from  shareholders  and
     others, including:

     a.  General and policy inquiries (research and resolve problems);
     b.  Fund yield inquiries;
     c.  Taking shareholder  processing requests and account maintenance changes
         by telephone as described above;
     d.  Submit pending requests to correspondence;
     e.  Monitor on-line statistical performance of unit; and
     f.  Develop reports on telephone activity.

12.  Respond to written inquiries (research and resolve problems), including:

     a.  Initiate   shareholder   account    reconciliation    proceeding   when
         appropriate;
     b.  Notify shareholder of bounced investment checks;
     c.  Respond to financial institutions regarding verification of deposit;
     d.  Initiate proceedings regarding lost certificates;
     e.  Respond to complaints and log activities; and
     f.  Correspondence control.

13.  Maintaining and retrieving all required past history for  shareholders  and
     provide research capabilities as follows:

     a.  Daily   monitoring  of  all  processing   activity  to  verify  back-up
         documentation;
     b.  Provide exception reports;
     c.  Microfilming; and
     d.  Storage, retrieval and archive.

14.  Prepare materials for annual meetings.

     a.  Address and mail annual proxy and related material.
     b.  Prepare and submit to Fund an affidavit of mailing.
     c.  Furnish  certified  list of  shareholders  (hard copy or microfilm) and
         inspectors of elections.

15.  Report and remit as necessary for state escheat requirements.

Approved:  Fund       JOHN D. CLELAND            SMC      JAMES R. SCHMANK
               -----------------------------        ----------------------------

                                  AMENDMENT TO
                  INVESTMENT MANAGEMENT AND SERVICES AGREEMENT


WHEREAS,  Security Equity Fund (the "Fund") and Security Management Company, LLC
("SMC") are parties to an Investment  Management and Services  Agreement,  dated
January  27,  2000,  (the  "Agreement"),  under  which  SMC,  agrees to  provide
investment  research  and  advice,  general  administrative,   fund  accounting,
transfer agency and dividend  disbursing  services to the Fund in return for the
compensation specified in the Agreement;

WHEREAS,  on February 4, 2000, the Board of Directors of the Fund authorized the
Fund to offer its  common  stock in two new series  designated  as the Large Cap
Growth Series and  Technology  Series,  with each series  representing  separate
interests in a separate portfolio of securities and other assets;

WHEREAS,  on  February  4,  2000,  the Board of  Directors  of the Fund  further
authorized  the  Fund to  offer  shares  of the  Large  Cap  Growth  Series  and
Technology Series in three classes,  designated Class A shares,  Class B shares,
and Class C shares;

WHEREAS,  on February 4, 2000,  the Board of Directors of the Fund  approved the
amendment  of the  Agreement  to  provide  that SMC,  would  provide  investment
advisory and business  management  services to each class of common stock of the
Large Cap Growth  Series and  Technology  Series of the Fund under the terms and
conditions of the Agreement; and

WHEREAS,  this  amendment  to the  Agreement  is subject to the  approval of the
initial shareholder of the Large Cap Growth Series and Technology Series;

NOW,  THEREFORE  BE IT  RESOLVED,  that  the  Fund and  SMC,  hereby  amend  the
Agreement,  effective  May 1,  2000,  to provide  that SMC,  shall  provide  all
investment advisory services, general administrative,  fund accounting, transfer
agency and  dividend  disbursing  services  to the Large Cap  Growth  Series and
Technology  Series of the Fund pursuant to the terms set forth in the Agreement,
as follows.

Paragraph 1 is deleted in its entirety and the following  paragraph  inserted in
lieu thereof:

   1.  EMPLOYMENT OF SMC.

       The Fund hereby employs SMC, to (a) 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;   (b)  provide  the  Fund  with  general
       administrative, fund accounting, transfer agency, and dividend disbursing
       services described and set forth in Schedule A attached hereto and made a
       part of this  Agreement by  reference;  and (c) arrange for, and monitor,
       the  provision  to the Fund of all other  services  required by the Fund,
       including but not limited to services of independent  accountants,  legal
       counsel, custodial services and printing. SMC may, in accordance with all
       applicable  legal  requirements,  engage the services of other persons or
       entities,  regardless of any affiliation with SMC, to provide services to
       the Fund under this  Agreement.  SMC shall bear the expense of  providing
       such other services to the Equity and Global Series.  All other Series of
       the Fund shall bear the  expense  of such  other  services  and all other
       expenses  of such  Series.  SMC  agrees to  maintain  sufficient  trained
       personnel  and  equipment  and  supplies to perform its  responsibilities
       under this Agreement and in conformity with the current Prospectus of the
       Fund and such other  reasonable  standards of performance as the Fund may
       from time to time specify and shall use reasonable  care in selecting and
       monitoring the performance of third parties, who perform services for the
       Fund. SMC shall not guarantee the performance of such persons.

       SMC hereby  accepts  such  employment  and agrees to perform the services
       required by this Agreement for the compensation herein provided.

Paragraph  2(b) shall be deleted in its  entirety  and the  following  paragraph
shall be inserted in lieu thereof:

   2.  ALLOCATION OF EXPENSES AND CHARGES.

       (b)  EXPENSES OF THE FUND.  Anything in this  Agreement  to the  contrary
            notwithstanding, the Fund shall pay or reimburse SMC for the payment
            of the  following  described  expenses  of the Fund  whether  or not
            billed to the Fund, SMC 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,  Total Return
            Series,  Social Awareness  Series,  Mid Cap Value Series,  Small Cap
            Growth Series,  International Series,  Enhanced Index Series, Select
            25 Series,  Large Cap Growth Series, and Technology Series shall pay
            all expenses of the Series whether or not billed to the Fund, SMC or
            any related  entity,  including,  but not limited to the  following:
            Board of Directors' fees; legal,  auditing and accounting  expenses;
            insurance  premiums;  broker's  commissions;  taxes and governmental
            fees  and any  membership  dues;  fees  of  custodian;  expenses  of
            obtaining  quotations on the Fund's portfolio securities and pricing
            of the Fund's  shares;  costs and  expenses in  connection  with the
            registration of the Fund's capital stock under the Securities Act of
            1933 and  qualification  of the Fund's  capital stock under the Blue
            Sky laws of the  states  where  such  stock is  offered;  costs  and
            expenses in connection  with the  registration of the Fund under the
            Investment  Company Act of 1940 and all periodic  and other  reports
            required   thereunder;   expenses   of   preparing,   printing   and
            distributing reports, proxy statements, prospectuses,  statements of
            additional  information,  notices and distributions to stockholders;
            costs of stockholder and other meetings; and expenses of maintaining
            the Fund's corporate existence.

Paragraph  3(a) shall be deleted in its  entirety  and the  following  paragraph
inserted in lieu thereof:

   3.  COMPENSATION OF SMC.

       (a)  As  compensation  for the  services  to be rendered by SMC to Equity
            Series and Global  Series as provided  for  herein,  for each of the
            years this Agreement is in effect,  the Fund shall pay SMC an annual
            fee equal to (1) 2 percent of the first $10  million of the  average
            daily net  assets,  1 1/2  percent  of the next $20  million  of the
            average  daily net assets,  and 1 percent of the  remaining  average
            daily net  assets of the  Equity  Series of the Fund for any  fiscal
            year,  and (2) 2 percent  of the first $70  million  of the  average
            daily net assets and 1 1/2 percent of the  remaining  average  daily
            net  assets of the Global  Series of the Fund for any  fiscal  year.
            Such  fees  shall  be  determined  daily  and  payable  monthly.  As
            compensation for the investment  advisory services to be rendered by
            SMC to Total  Return  Series,  Enhanced  Index  Series and Select 25
            Series  for each of the years  this  Agreement  is in  effect,  such
            Series  shall  each  pay SMC an  annual  fee  equal to .75% of their
            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 SMC to Social Awareness Series,
            Mid Cap Value  Series,  Small Cap  Growth  Series,  Large Cap Growth
            Series,  and Technology  Series for each of the years this Agreement
            is in effect,  such Series shall each pay SMC an annual fee equal to
            1% of their 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 SMC to International
            Series  for each of the  years  this  Agreement  is in  effect,  the
            International  Series  shall pay SMC an annual fee equal to 1.10% of
            its average daily net assets. Such fee shall be calculated daily and
            payable monthly. As compensation for the administrative  services to
            be rendered by SMC to the  International  Series,  the International
            Series  shall  pay SMC an annual  fee equal to .045% of the  average
            daily net assets of International  Series,  plus the greater of .10%
            of its  average  daily net assets or (i)  $45,000 in the year ending
            January 31,  2001 and (ii)  $60,000  thereafter.  Such fees shall be
            calculated  daily  and  payable  monthly.  As  compensation  for the
            administrative  services  to be  rendered  by SMC to the  Technology
            Series,  the Technology  Series shall pay SMC an annual fee equal to
            .045% of the average daily net assets of International  Series, plus
            the greater of .10% of its  average  daily net assets or (i) $30,000
            in the year ending April 30,  2001,  (ii) $45,000 in the year ending
            April 30,  2002 and (iii)  $60,000  thereafter.  Such fees  shall be
            calculated  daily  and  payable  monthly.  As  compensation  for the
            administrative  services  to be  rendered  by  SMC to  Total  Return
            Series,  Social Awareness  Series,  Mid Cap Value Series,  Small Cap
            Growth Series,  Enhanced Index Series,  Select 25 Series,  and Large
            Cap  Growth  Series,  each such  Series  shall pay SMC an annual fee
            equal to .09% of their  respective  average  daily net assets.  Such
            fees  shall  be  calculated  daily  and  payable  monthly.  If  this
            Agreement  shall be  effective  for only a portion  of a year,  then
            SMC'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.

            For transfer  agency  services  provided by SMC to each Series other
            than Equity and Global  Series,  such Series shall pay a Maintenance
            Fee of $8.00 per account, a Transaction Fee of $1.00 per account and
            a Dividend Fee of $1.00 per account.

IN WITNESS  WHEREOF,  the parties  hereto have  executed  this  Amendment to the
Investment Management and Services Agreement this 1st day of May, 2000.


                                              SECURITY EQUITY FUND

                                              By: JOHN D. CLELAND
                                                  ------------------------------
                                                  John D. Cleland, President

ATTEST:

By: AMY J. LEE
    ------------------------------
    Amy J. Lee, Secretary

                                              SECURITY MANAGEMENT COMPANY, LLC

                                              By: JAMES R. SCHMANK
                                                  ------------------------------
                                                  James R. Schmank, President

ATTEST:

By: AMY J. LEE
    ------------------------------
    Amy J. Lee, Secretary

                                   SCHEDULE A
                  INVESTMENT ADVISORY, ADMINISTRATIVE SERVICES
                          AND TRANSFER AGENCY AGREEMENT

     SCHEDULE OF ADMINISTRATIVE AND FUND ACCOUNTING FACILITIES AND SERVICES


Security  Management  Company,  LLC  agrees to  provide  the Fund the  following
administrative facilities and services.

 1.  FUND AND PORTFOLIO ACCOUNTING
     a.  Maintenance of Fund, General Ledger and Journal.
     b.  Preparing and recording disbursements for direct Fund expenses.
     c.  Preparing daily money transfers.
     d.  Reconciliation of all Fund bank and custodian accounts.
     e.  Assisting Fund independent auditors as appropriate.
     f.  Prepare daily projection of available cash balances.
     g.  Record trading  activity for purposes of  determining  net asset values
         and daily dividend.
     h.  Prepare daily portfolio evaluation report to value portfolio securities
         and determine daily accrued income.
     i.  Determine the daily net asset value per share.
     j.  Determine the daily, monthly, quarterly,  semiannual or annual dividend
         per share.
     k.  Prepare monthly, quarterly, semiannual and annual financial statements.
     l.  Provide  financial  information  for  reports  to  the  Securities  and
         Exchange Commission in compliance with the provisions of the Investment
         Company  Act of 1940  and the  Securities  Act of  1933,  the  Internal
         Revenue Service and any other regulatory agencies as required.
     m.  Provide financial, yield, net asset value, etc. information to NASD and
         other survey and statistical agencies as instructed by the Fund.
     n.  Reports  to  the  Audit  Committee  of  the  Board  of  Directors,   if
         applicable.

 2.  LEGAL
     a.  Provide  registration and other  administrative  services  necessary to
         qualify  the  shares  of the  Fund  for  sale  in  those  jurisdictions
         determined from time to time by the Fund's Board of Directors (commonly
         known as "Blue Sky Registration").
     b.  Provide  registration  with and reports to the  Securities and Exchange
         Commission in compliance with the provisions of the Investment  Company
         Act of 1940 and the Securities Act of 1933.
     c.  Prepare  and  review  Fund   Prospectus  and  Statement  of  Additional
         Information.
     d.  Prepare  proxy  statements  and  oversee  proxy  tabulation  for annual
         meetings.
     e.  Prepare Board materials and maintain minutes of the Board meetings.
     f.  Draft,  review and  maintain  contractual  agreements  between Fund and
         Investment Adviser, Custodian, Distributor and Transfer Agent.
     g.  Oversee   printing   of  proxy   statements,   financial   reports   to
         shareholders, prospectus and Statements of Additional Information.
     h.  Provide legal advice and oversight regarding shareholder  transactions,
         administrative services, compliance with contractual agreements and the
         provisions of the 1940 and 1933 Acts.

           SCHEDULE OF SHARE TRANSFER AND DIVIDEND DISBURSING SERVICES

Security  Management  Company,  LLC  agrees to  provide  the Fund the  following
transfer agency and dividend disbursing service.

 1.  Maintenance of shareholder accounts, including processing of new accounts.

 2.  Posting  address  changes  and  other  file   maintenance  for  shareholder
     accounts.

 3.  Posting all transactions to the shareholder file, including:

     a.  Direct purchases;
     b.  Wire order purchases;
     c.  Direct redemptions;
     d.  Wire order redemptions;
     e.  Draft redemptions;
     f.  Direct exchanges;
     g.  Transfers;
     h.  Certificate issuances; and
     i.  Certificate deposits.

 4.  Monitor fiduciary processing, insuring accuracy and deduction of fees.

 5.  Prepare daily  reconciliations of shareholder  processing to money movement
     instructions.

 6.  Handle bounced check  collections.  Immediately  liquidate shares purchased
     and  return  to  the  shareholder   the  check  and   confirmation  of  the
     transaction.

 7.  Issuing all checks and stopping and replacing lost checks.

 8.  Draft clearing services.

     a.  Maintenance of signature cards and appropriate corporate resolutions.
     b.  Comparison  of the  signature  on the  check to the  signatures  on the
         signature  card for the  purpose of paying the face amount of the check
         only.
     c.  Receiving  checks  presented for payment and  liquidating  shares after
         verifying account balance.
     d.  Ordering checks in quantity specified by the Fund for the shareholder.

 9.  Mailing   confirmations,   checks  and/or   certificates   resulting   from
     transaction requests to shareholders.

10.  Performing all of the Fund's other mailings, including:

     a.  Dividend and capital gain distributions;
     b.  Semiannual and annual reports;
     c.  1099/year-end shareholder reporting;
     d.  Systematic withdrawal plan payments; and
     e.  Daily confirmations.

11.  Answering all service related  telephone  inquiries from  shareholders  and
     others, including:

     a.  General and policy inquiries (research and resolve problems);
     b.  Fund yield inquiries;
     c.  Taking shareholder  processing requests and account maintenance changes
         by telephone as described above;
     d.  Submit pending requests to correspondence;
     e.  Monitor on-line statistical performance of unit; and
     f.  Develop reports on telephone activity.

12.  Respond to written inquiries (research and resolve problems), including:

     a.  Initiate   shareholder   account    reconciliation    proceeding   when
         appropriate;
     b.  Notify shareholder of bounced investment checks;
     c.  Respond to financial institutions regarding verification of deposit;
     d.  Initiate proceedings regarding lost certificates;
     e.  Respond to complaints and log activities; and
     f.  Correspondence control.

13.  Maintaining and retrieving all required past history for  shareholders  and
     provide research capabilities as follows:

     a.  Daily   monitoring  of  all  processing   activity  to  verify  back-up
         documentation;
     b.  Provide exception reports;
     c.  Microfilming; and
     d.  Storage, retrieval and archive.

14.  Prepare materials for annual meetings.

     a.  Address and mail annual proxy and related material.
     b.  Prepare and submit to Fund an affidavit of mailing.
     c.  Furnish  certified  list of  shareholders  (hard copy or microfilm) and
         inspectors of elections.

15.  Report and remit as necessary for state escheat requirements.


Approved:  Fund       JOHN D. CLELAND            SMC      JAMES R. SCHMANK
               -----------------------------        ----------------------------

                                  AMENDMENT TO
                  INVESTMENT MANAGEMENT AND SERVICES AGREEMENT


   WHEREAS,  Security Equity Fund (the "Fund") and Security  Management Company,
LLC ("SMC") are parties to an  Investment  Management  and  Services  Agreement,
dated January 27, 2000,  (the  "Agreement"),  under which SMC, agrees to provide
investment  research  and  advice,  general  administrative,   fund  accounting,
transfer agency and dividend  disbursing  services to the Fund in return for the
compensation specified in the Agreement;

   WHEREAS,  on July 21, 2000, the Board of Directors of the Fund authorized the
Fund to offer shares of its Series in a new class of shares  designated as Class
S shares; and

   WHEREAS,  this  amendment to the  Agreement is subject to the approval of the
initial shareholder of the Class S shares of each Series;

   NOW,  THEREFORE  BE IT  RESOLVED,  that  the Fund and SMC  hereby  amend  the
Investment Advisory Contract, effective July 21, 2000, as follows:

   Paragraph  2(b) and (c) shall be deleted in their  entirety and the following
paragraphs shall be inserted in lieu thereof:

   2.  ALLOCATION OF EXPENSES AND CHARGES.

       (b)  EXPENSES OF THE FUND.  Anything in this  Agreement  to the  contrary
            notwithstanding, the Fund shall pay or reimburse SMC for the payment
            of the  following  described  expenses  of the Fund  whether  or not
            billed to the Fund, SMC 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,
                   Class C, and Class S Distribution Plans;

            and, in addition to those  expenses  set forth  above,  Total Return
            Series,  Social Awareness  Series,  Mid Cap Value Series,  Small Cap
            Growth Series,  International Series,  Enhanced Index Series, Select
            25 Series,  Large Cap Growth Series, and Technology Series shall pay
            all expenses of the Series whether or not billed to the Fund, SMC or
            any related  entity,  including,  but not limited to the  following:
            Board of Directors' fees; legal,  auditing and accounting  expenses;
            insurance  premiums;  broker's  commissions;  taxes and governmental
            fees  and any  membership  dues;  fees  of  custodian;  expenses  of
            obtaining  quotations on the Fund's portfolio securities and pricing
            of the Fund's  shares;  costs and  expenses in  connection  with the
            registration of the Fund's capital stock under the Securities Act of
            1933 and  qualification  of the Fund's  capital stock under the Blue
            Sky laws of the  states  where  such  stock is  offered;  costs  and
            expenses in connection  with the  registration of the Fund under the
            Investment  Company Act of 1940 and all periodic  and other  reports
            required   thereunder;   expenses   of   preparing,   printing   and
            distributing reports, proxy statements, prospectuses,  statements of
            additional  information,  notices and distributions to stockholders;
            costs of stockholder and other meetings; and expenses of maintaining
            the Fund's corporate existence.  Notwithstanding the foregoing,  SMC
            shall pay all  expenses  related  to the  initial  registration  and
            qualification  of the  Class C and  Class S shares  of Total  Return
            Series,  Social Awareness  Series,  Mid Cap Value Series,  Small Cap
            Growth Series,  International Series,  Enhanced Index Series, Select
            25 Series, Large Cap Growth Series, and Technology Series, under the
            Blue Sky laws of the states where such class of stock is offered.

       (c)  EXPENSE CAP. For each of the Fund's full fiscal years this Agreement
            remains in force,  SMC 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,
            Class C, or  Class S  Distribution  Plans,  but  inclusive  of SMC's
            compensation,  exceeds  the  amount set forth  below  (the  "Expense
            Cap"),  SMC will  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  will 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

            International Series, Class A, B, C, and S shares - 2.25%
            Enhanced Index Series, Class A, B, C, and S shares - 1.75%
            Select 25 Series, Class A, B, C, and S shares - 1.75%

   Paragraph  3(b) shall be deleted in its entirety and the following  paragraph
inserted in lieu thereof:

   3.  COMPENSATION OF SMC.

       (b)  For each of the Fund's fiscal years this Agreement remains in force,
            SMC 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, Class C, and Class S Distribution  Plans,  but inclusive of
            SMC'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, SMC 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 executed this Amendment to the
Investment Management and Services Agreement this 21st day of July, 2000.

                                              SECURITY EQUITY FUND

                                              By: JAMES R. SCHMANK
                                                  ------------------------------
                                                  James R. Schmank, President
ATTEST:

By: AMY J. LEE
    ------------------------------
    Amy J. Lee, Secretary
                                              SECURITY MANAGEMENT COMPANY, LLC

                                              By: JAMES R. SCHMANK
                                                  ------------------------------
                                                  James R. Schmank, President
ATTEST:

By: AMY J. LEE
    ------------------------------
    Amy J. Lee, Secretary

                                   SCHEDULE A
                  INVESTMENT ADVISORY, ADMINISTRATIVE SERVICES
                          AND TRANSFER AGENCY AGREEMENT

     SCHEDULE OF ADMINISTRATIVE AND FUND ACCOUNTING FACILITIES AND SERVICES


   Security  Management  Company,  LLC agrees to provide the Fund the  following
administrative facilities and services.

 1.  Fund and Portfolio Accounting

     a.  Maintenance of Fund, General Ledger and Journal.
     b.  Preparing and recording disbursements for direct Fund expenses.
     c.  Preparing daily money transfers.
     d.  Reconciliation of all Fund bank and custodian accounts.
     e.  Assisting Fund independent auditors as appropriate.
     f.  Prepare daily projection of available cash balances.
     g.  Record trading  activity for purposes of  determining  net asset values
         and daily dividend.
     h.  Prepare daily portfolio evaluation report to value portfolio securities
         and determine daily accrued income.
     i.  Determine the daily net asset value per share.
     j.  Determine the daily, monthly, quarterly,  semiannual or annual dividend
         per share.
     k.  Prepare monthly, quarterly, semiannual and annual financial statements.
     l.  Provide  financial  information  for  reports  to  the  Securities  and
         Exchange Commission in compliance with the provisions of the Investment
         Company  Act of 1940  and the  Securities  Act of  1933,  the  Internal
         Revenue Service and any other regulatory agencies as required.
     m.  Provide financial, yield, net asset value, etc. information to NASD and
         other survey and statistical agencies as instructed by the Fund.
     n.  Reports  to  the  Audit  Committee  of  the  Board  of  Directors,   if
         applicable.

 2.  Legal

     a.  Provide  registration and other  administrative  services  necessary to
         qualify  the  shares  of the  Fund  for  sale  in  those  jurisdictions
         determined from time to time by the Fund's Board of Directors (commonly
         known as "Blue Sky Registration").
     b.  Provide  registration  with and reports to the  Securities and Exchange
         Commission in compliance with the provisions of the Investment  Company
         Act of 1940 and the Securities Act of 1933.
     c.  Prepare  and  review  Fund   Prospectus  and  Statement  of  Additional
         Information.
     d.  Prepare  proxy  statements  and  oversee  proxy  tabulation  for annual
         meetings.
     e.  Prepare Board materials and maintain minutes of the Board meetings.
     f.  Draft,  review and  maintain  contractual  agreements  between Fund and
         Investment Adviser, Custodian, Distributor and Transfer Agent.
     g.  Oversee   printing   of  proxy   statements,   financial   reports   to
         shareholders, prospectus and Statements of Additional Information.
     h.  Provide legal advice and oversight regarding shareholder  transactions,
         administrative services, compliance with contractual agreements and the
         provisions of the 1940 and 1933 Acts.

           SCHEDULE OF SHARE TRANSFER AND DIVIDEND DISBURSING SERVICES

   Security  Management  Company,  LLC agrees to provide the Fund the  following
transfer agency and dividend disbursing service.

 1.  Maintenance of shareholder accounts, including processing of new accounts.

 2.  Posting  address  changes  and  other  file   maintenance  for  shareholder
     accounts.

 3.  Posting all transactions to the shareholder file, including:

     a.  Direct purchases;
     b.  Wire order purchases;
     c.  Direct redemptions;
     d.  Wire order redemptions;
     e.  Draft redemptions;
     f.  Direct exchanges;
     g.  Transfers;
     h.  Certificate issuances; and
     i.  Certificate deposits.

 4.  Monitor fiduciary processing, insuring accuracy and deduction of fees.

 5.  Prepare daily  reconciliations of shareholder  processing to money movement
     instructions.

 6.  Handle bounced check  collections.  Immediately  liquidate shares purchased
     and  return  to  the  shareholder   the  check  and   confirmation  of  the
     transaction.

 7.  Issuing all checks and stopping and replacing lost checks.

 8.  Draft clearing services.

     a.  Maintenance of signature cards and appropriate corporate resolutions.
     b.  Comparison  of the  signature  on the  check to the  signatures  on the
         signature  card for the  purpose of paying the face amount of the check
         only.
     c.  Receiving  checks  presented for payment and  liquidating  shares after
         verifying account balance.
     d.  Ordering checks in quantity specified by the Fund for the shareholder.

 9.  Mailing   confirmations,   checks  and/or   certificates   resulting   from
     transaction requests to shareholders.

10.  Performing all of the Fund's other mailings, including:

     a.  Dividend and capital gain distributions;
     b.  Semiannual and annual reports;
     c.  1099/year-end shareholder reporting;
     d.  Systematic withdrawal plan payments; and
     e.  Daily confirmations.

11.  Answering all service related  telephone  inquiries from  shareholders  and
     others, including:

     a.  General and policy inquiries (research and resolve problems);
     b.  Fund yield inquiries;
     c.  Taking shareholder  processing requests and account maintenance changes
         by telephone as described above;
     d.  Submit pending requests to correspondence;
     e.  Monitor on-line statistical performance of unit; and
     f.  Develop reports on telephone activity.

12.  Respond to written inquiries (research and resolve problems), including:

     a.  Initiate   shareholder   account    reconciliation    proceeding   when
         appropriate;
     b.  Notify shareholder of bounced investment checks;
     c.  Respond to financial institutions regarding verification of deposit;
     d.  Initiate proceedings regarding lost certificates;
     e.  Respond to complaints and log activities; and
     f.  Correspondence control.

13.  Maintaining and retrieving all required past history for  shareholders  and
     provide research capabilities as follows:

     a.  Daily   monitoring  of  all  processing   activity  to  verify  back-up
         documentation;
     b.  Provide exception reports;
     c.  Microfilming; and
     d.  Storage, retrieval and archive.

14.  Prepare materials for annual meetings.

     a.  Address and mail annual proxy and related material.
     b.  Prepare and submit to Fund an affidavit of mailing.
     c.  Furnish  certified  list of  shareholders  (hard copy or microfilm) and
         inspectors of elections.

15.  Report and remit as necessary for state escheat requirements.


Approved:  Fund      JAMES R. SCHMANK            SMC      JAMES R. SCHMANK
               -----------------------------        ----------------------------

                                  AMENDMENT TO
                  INVESTMENT MANAGEMENT AND SERVICES AGREEMENT


WHEREAS,  Security Equity Fund (the "Fund") and Security Management Company, LLC
("SMC,  LLC") are parties to an Investment  Management  and Services  Agreement,
dated  December 8, 1988,  as amended  (the  "Agreement"),  under which SMC,  LLC
agrees to provide investment research and advice, general  administrative,  fund
accounting,  transfer  agency and  dividend  disbursing  services to the Fund in
return for the compensation specified in the Agreement;

WHEREAS,  on May 3,  2002  the  Board of  Directors  of the  Fund  approved  the
reorganization  and  liquidation  of the  Total  Return  Series  so  that it was
acquired by the Equity Series effective August 28, 2002; and

WHEREAS,  on November 8, 2002, the Board of Directors of the Fund authorized the
Fund  to  offer  its  common  stock  in a new  series  designated  as the  Alpha
Opportunity Series, in addition to its presently offered series of common stock,
with each series  representing  separate  interests  in a separate  portfolio of
securities and other assets; and

WHEREAS,  on  November  8,  2002,  the Board of  Directors  of the Fund  further
authorized  the Fund to offer  shares of the Alpha  Opportunity  Series in three
classes, designated as Class A shares, Class B shares, and Class C shares; and

WHEREAS,  on November 8, 2002,  the Board of Directors of the Fund  approved the
amendment of the  Agreement to provide  that SMC, LLC would  provide  investment
advisory and business  management  services to each class of common stock of the
Alpha  Opportunity  Series of the Fund  under the  terms and  conditions  of the
Agreement.

NOW, THEREFORE,  IT IS BY THE PARTIES HERETO AGREED that the Agreement is hereby
amended  effective  February 1, 2003, to provide that SMC, LLC shall provide all
investment advisory services, general administrative,  fund accounting, transfer
agency and dividend  disbursing  services to the Alpha Opportunity Series of the
Fund pursuant to the terms set forth in the Agreement, as follows:

   Paragraphs 3(a) and 3(b) shall be deleted in their entirety and the following
   paragraphs inserted in lieu thereof:

   3.  COMPENSATION OF SMC, LLC.

       (a)  As compensation for the investment  advisory services to be rendered
            by SMC, LLC to Global Series, Social Awareness Series, Mid Cap Value
            Series,  Small Cap  Growth  Series,  Large  Cap  Growth  Series  and
            Technology  Series,  for  each of the  years  this  Agreement  is in
            effect,  each of the  foregoing  Series shall pay SMC, LLC 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 SMC, LLC to
            International  Series  for each of the years  this  Agreement  is in
            effect,  the  International  Series shall pay SMC, LLC an annual fee
            equal to 1.10% 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 SMC,  LLC to Equity
            Series,  Enhanced  Index Series and Select 25 Series for each of the
            years this  Agreement  is in effect,  each of the  foregoing  Series
            shall pay SMC,  LLC an annual  fee equal to 0.75% 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 SMC, LLC to Alpha Opportunity  Series for
            each of the years this Agreement is in effect, the Alpha Opportunity
            Series  shall  pay  SMC,  LLC an  annual  fee  equal to 2.25% of its
            average  daily net assets.  Such fee shall be  calculated  daily and
            payable monthly. As compensation for the administrative  services to
            be  rendered by SMC,  LLC to Global,  International  and  Technology
            Series,  each of the  foregoing  Series shall pay SMC, LLC an annual
            fee equal to  0.045%  of its  average  daily  net  assets,  plus the
            greater of 0.10% of its average daily net assets or $60,000.00. Such
            fees shall be calculated daily and payable monthly.  As compensation
            for the administrative  services to be rendered by SMC, LLC to Alpha
            Opportunity  Series, the Alpha Opportunity Series shall pay SMC, LLC
            an annual fee equal to 0.145% of its average daily net assets.  Such
            fees shall be calculated daily and payable monthly.  As compensation
            for the  administrative  services to be rendered by SMC, LLC to each
            of the other Series of the Fund, each such Series shall pay SMC, LLC
            an annual fee equal to 0.09% of its average  daily net assets.  Such
            fees  shall  be  calculated  daily  and  payable  monthly.  If  this
            Agreement shall be effective for only a portion of a year, then SMC,
            LLC'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.

            For transfer agency services  provided by SMC, LCC to each Series of
            the  fund,  each  Series  shall pay a  Maintenance  fee of $8.00 per
            account,  a Transaction Fee of $1.00 per transaction per account and
            a Dividend Fee of $1.00 per dividend per account. For the purpose of
            calculating   the   Maintenance,   Transaction   and  Dividend  Fees
            applicable  to each  Series,  SMC,  LLC may  count as a  shareholder
            account each person that holds a  beneficial  interest in an omnibus
            account  maintained  on  SMC,  LLC's  transfer  agency  system  by a
            third-party administrator, broker/dealer, bank, insurance company or
            other  entity;  provided  that SMC,  LLC is paying such  third-party
            administrator,  broker/dealer,  bank,  insurance  company  or  other
            entity sub-administrative, sub-accounting and/or sub-transfer agency
            fees for keeping individual  shareholder  records in connection with
            an investment in the Fund.

       (b)  For each of the Fund's fiscal years this Agreement remains in force,
            SMC, LLC 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 SMC, LLC'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,  SMC, LLC 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  executed  this  Amendment to the
Investment Management and Services Agreement this 8th day of November, 2002.

                                              SECURITY EQUITY FUND

                                              By: JAMES R. SCHMANK
                                                  ------------------------------
                                                  James R. Schmank, President

ATTEST:

By: AMY J. LEE
    ------------------------------
    Amy J. Lee, Secretary

                                              SECURITY MANAGEMENT COMPANY, LLC

                                              By: JAMES R. SCHMANK
                                                  ------------------------------
                                                  James R. Schmank, President

ATTEST:

By: AMY J. LEE
    ------------------------------
    Amy J. Lee, Secretary