SUB-ADVISORY AGREEMENT


   THIS AGREEMENT is made and entered into as of the 3rd day of September,  2002
between  SECURITY  MANAGEMENT  COMPANY,  LLC (the  "Adviser"),  a Kansas limited
liability  company,  registered  under the  Investment  Advisers Act of 1940, as
amended (the "Investment  Advisers Act"),  and RS Investment  Management LP (the
"Subadviser"),  a California limited partnership registered under the Investment
Advisers Act.

                                   WITNESSETH:

   WHEREAS,  SBL Fund and Security Equity Fund,  Kansas  corporations,  are each
registered  with the Securities and Exchange  Commission (the  "Commission")  as
open-end  management  investment  companies under the Investment  Company Act of
1940, as amended (the "Investment Company Act");

   WHEREAS,  SBL Fund is  authorized  to issue  shares of  Series X, a  separate
series of SBL Fund and Security Equity Fund is authorized to issue shares of the
Small Cap Growth Series, a separate series of Security Equity Fund (Series X and
the Small Cap Growth Series are referred to herein  individually as a "Fund" and
collectively as the "Funds");

   WHEREAS,  each of the Funds has,  pursuant to an Advisory  Agreement with the
Adviser (the  "Advisory  Agreement"),  retained the Adviser to act as investment
adviser for and to manage its assets;

   WHEREAS,  the Advisory  Agreements  permit the Adviser to delegate certain of
its duties under the Advisory Agreement to other investment advisers, subject to
the requirements of the Investment Company Act; and

   WHEREAS, the Adviser desires to retain the Subadviser as subadviser to act as
investment  adviser  for and to manage the  Funds'  respective  Investments  (as
defined below) and the Subadviser desires to render such services.

   NOW,  THEREFORE,  the Adviser and Subadviser do mutually agree and promise as
follows:

   1.  APPOINTMENT AS  SUBADVISER.  The Adviser hereby retains the Subadviser to
act as  investment  adviser for and to manage the assets of each Fund subject to
the  supervision  of the  Adviser  and the Board of  Directors  of such Fund and
subject to the terms of this Agreement;  and the Subadviser  hereby accepts such
employment.  In such  capacity,  the Subadviser  shall be  responsible  for each
Fund's Investments.

   2.  DUTIES OF SUBADVISER.

       (a)  INVESTMENTS.  The  Subadviser is hereby  authorized and directed and
   hereby agrees,  subject to the stated investment policies and restrictions of
   each Fund as set forth in such Fund's  prospectus and statement of additional
   information as currently in effect and as  supplemented  or amended from time
   to time  (collectively  referred  to  hereinafter  as the  "Prospectus")  and
   subject to the  directions  of the Adviser and such Fund's Board of Directors
   to  purchase,  hold  and  sell  investments  for the  account  of  such  Fund
   (hereinafter  "Investments")  and  to  monitor  on  a  continuous  basis  the
   performance  of such  Investments.  The  Subadviser  shall give the Funds the
   benefit of its best efforts in  rendering  its  services as  Subadviser.  The
   Subadviser  may contract  with or consult with such banks,  other  securities
   firms, brokers or other parties,  without additional expense to the Funds, as
   it may deem appropriate regarding investment advice, research and statistical
   data, clerical assistance or otherwise.

       (b)  BROKERAGE.  The Subadviser is authorized, subject to the supervision
   of the Adviser and the  respective  Fund's  Board to  establish  and maintain
   accounts on behalf of each Fund with,  and place  orders for the purchase and
   sale of each Fund's  Investments  with or through,  such persons,  brokers or
   dealers as Subadviser may select which may include,  to the extent  permitted
   by the Adviser and the respective Fund's Board, brokers or dealers affiliated
   with the Subadviser or Adviser, and negotiate  commissions to be paid on such
   transactions. The Subadviser agrees that in placing such orders for a Fund it
   shall attempt to obtain best execution, provided that, the Subadviser may, on
   behalf of such Fund,  pay brokerage  commissions  to a broker which  provides
   brokerage  and research  services to the  Subadviser  in excess of the amount
   another broker would have charged for effecting the transaction, provided (i)
   the  Subadviser  determines  in good faith that the amount is  reasonable  in
   relation to the value of the brokerage and research  services provided by the
   executing  broker in terms of the  particular  transaction or in terms of the
   Subadviser's  overall  responsibilities  with  respect  to such  Fund and the
   accounts as to which the Subadviser  exercises  investment  discretion,  (ii)
   such  payment is made in  compliance  with  Section  28(e) of the  Securities
   Exchange  Act of  1934,  as  amended,  and  any  other  applicable  laws  and
   regulations,   and  (iii)  in  the  opinion  of  the  Subadviser,  the  total
   commissions  paid by such Fund will be reasonable in relation to the benefits
   to the  Fund  over  the  long  term.  In  reaching  such  determination,  the
   Subadviser  will not be  required  to place or  attempt  to place a  specific
   dollar value on the  brokerage  and/or  research  services  provided or being
   provided by such broker.  It is recognized that the services provided by such
   brokers may be useful to the Subadviser in connection  with the  Subadviser's
   services  to other  clients.  On  occasions  when the  Subadviser  deems  the
   purchase  or sale of a security  to be in the best  interests  of the Fund as
   well as other  clients  of the  Subadviser,  the  Subadviser,  to the  extent
   permitted  by  applicable  laws and  regulations,  may, but shall be under no
   obligation  to,  aggregate the securities to be sold or purchased in order to
   obtain the most favorable price or lower brokerage  commissions and efficient
   execution.  In such event,  allocation of securities so sold or purchased, as
   well  as the  expenses  incurred  in the  transaction,  will  be  made by the
   Subadviser in the manner the  Subadviser  considers to be the most  equitable
   and consistent  with its fiduciary  obligations to the Fund or Funds involved
   and to such other clients.  The Subadviser will report on such allocations at
   the request of the Adviser,  or the respective  Fund's Board,  providing such
   information  as the number of aggregated  trades to which a Fund was a party,
   the  broker(s)  to whom  such  trades  were  directed  and the  basis  of the
   allocation for the aggregated trades.  Subject to the foregoing provisions of
   this  subsection  2(b) and at the  direction of the Adviser or the Fund,  the
   Subadviser  may also  consider  sales of the Funds' shares as a factor in the
   selection of brokers or dealers for a Fund's portfolio transactions.

       (c)  SECURITIES TRANSACTIONS. The Subadviser and any affiliated person of
   the Subadviser will not purchase securities or other instruments from or sell
   securities  or  other  instruments  to  a  Fund  ("Principal  Transactions");
   PROVIDED,  HOWEVER,  the Subadviser or an affiliated person of the Subadviser
   may enter into a Principal  Transaction with a Fund if (i) the transaction is
   permissible  under  applicable  laws  and  regulations,   including,  without
   limitation,  the Investment  Company Act and the Investment  Advisers Act and
   the rules and regulations promulgated thereunder, and (ii) the transaction or
   category  of  transactions  receives  the  express  written  approval  of the
   Adviser.

            The  Subadviser  agrees to observe  and comply with Rule 17j-1 under
   the Investment Company Act and its Code of Ethics, as the same may be amended
   from time to time. The Subadviser agrees to provide the Adviser and the Funds
   with a copy of such Code of Ethics.

       (d) BOOKS AND RECORDS. The Subadviser will maintain all books and records
   required  to be  maintained  pursuant to the  Investment  Company Act and the
   rules  and  regulations   promulgated   thereunder  solely  with  respect  to
   transactions made by it on behalf of the Funds including, without limitation,
   the books and records  required by  Subsections  (b)(1),  (5), (6), (7), (9),
   (10) and (11) and Subsection  (f) of Rule 31a-1 under the Investment  Company
   Act and shall timely furnish to the Adviser all  information  relating to the
   Subadviser's  services  hereunder  needed by the  Adviser  to keep such other
   books and records of the Funds  required  by Rule 31a-1 under the  Investment
   Company Act. The Subadviser will also preserve all such books and records for
   the periods prescribed in part (e) of Rule 31a-2 under the Investment Company
   Act, and agrees that such books and records shall remain the sole property of
   the respective  Fund and shall be immediately  surrendered to the appropriate
   Fund upon request.  The Subadviser  further agrees that all books and records
   maintained  hereunder  shall be made available to the respective  Fund or the
   Adviser at any time upon reasonable request and notice,  including  telecopy,
   during any business day.

       (e)  INFORMATION CONCERNING INVESTMENTS AND SUBADVISER. From time to time
   as the  Adviser  or a Fund may  request,  the  Subadviser  will  furnish  the
   requesting party reports on portfolio transactions and reports on Investments
   held in the  portfolios,  all in such detail as the Adviser or the applicable
   Fund may reasonably request.  The Subadviser will make available its officers
   and  employees  to meet with the Board of  Directors  of a Fund at the Fund's
   principal  place of business on due notice to review the  Investments  of the
   Fund.

            The Subadviser will also provide such  information as is customarily
   provided by a subadviser  and may be required for each Fund or the Adviser to
   comply with their respective  obligations  under applicable laws,  including,
   without  limitation,  the  Internal  Revenue  Code of 1986,  as amended  (the
   "Code"),  the  Investment  Company  Act,  the  Investment  Advisers  Act, the
   Securities  Act of 1933,  as  amended  (the  "Securities  Act") and any state
   securities laws, and any rule or regulation thereunder.

            During the term of this Agreement, the Adviser agrees to furnish the
   Subadviser  at  its  principal  office  all  registration  statements,  proxy
   statements,  reports to  stockholders,  sales  literature or other  materials
   prepared for  distribution  to  stockholders of each Fund, or the public that
   refer to the Subadviser for Subadviser's review and approval.  The Subadviser
   shall be deemed to have  approved all such  materials  unless the  Subadviser
   reasonably  objects by giving  notice to the  Adviser in writing  within five
   business days (or such other period as may be mutually  agreed) after receipt
   thereof. The Subadviser's right to object to such materials is limited to the
   portions of such  materials  that  expressly  relate to the  Subadviser,  its
   services  and its  clients.  The  Adviser  agrees to use its best  efforts to
   ensure that  materials  prepared by its employees or agents or its affiliates
   that refer to the  Subadviser or its clients in any way are  consistent  with
   those materials  previously  approved by the Subadviser as referenced in this
   paragraph.  Sales  literature  may be furnished to the  Sub-Adviser  by first
   class or overnight mail, facsimile transmission equipment or hand delivery.

       (f)  CUSTODY  ARRANGEMENTS.  The  Subadviser  shall  provide  each Fund's
   custodian, on each business day with information relating to all transactions
   concerning the Fund's assets.

       (g)  COMPLIANCE  WITH  APPLICABLE  LAWS AND GOVERNING  DOCUMENTS.  In all
   matters relating to the performance of this Agreement, the Subadviser and its
   directors,  officers, partners, employees and interested persons shall act in
   conformity with each Fund's Articles of Incorporation, By-Laws, and currently
   effective  registration  statement  and with  the  written  instructions  and
   directions  of each  Fund's  Board and the  Adviser,  after  receipt  of such
   documents,  from the relevant Fund, and shall comply with the requirements of
   the  Investment  Company  Act, the  Investment  Advisers  Act, the  Commodity
   Exchange  Act (the "CEA"),  the rules  thereunder,  and all other  applicable
   federal and state laws and regulations.

            In carrying out its obligations under this Agreement, the Subadviser
   shall  ensure  that,  each Fund  complies  with all  applicable  statutes and
   regulations  necessary to qualify such Fund as a Regulated Investment Company
   under Subchapter M of the Code (or any successor provision), and shall notify
   the Adviser  immediately  upon having a reasonable basis for believing that a
   Fund has ceased to so qualify or that it might not so qualify in the future.

            In carrying out its obligations under this Agreement, the Subadviser
   shall invest the assets of Series X of SBL Fund in such a manner as to ensure
   that Series X complies with the diversification  provisions of Section 817(h)
   of  the  Code  (or  any  successor  provision)  and  the  regulations  issued
   thereunder  relating  to  the   diversification   requirements  for  variable
   insurance   contracts  and  any  prospective   amendments  or  other  enacted
   modifications  to Section 817 or  regulations  thereunder.  Subadviser  shall
   notify the Adviser  immediately  upon having a reasonable basis for believing
   that  Series X has  ceased to comply  and will take all  reasonable  steps to
   adequately  diversify Series X so as to achieve  compliance  within the grace
   period afforded by Regulation 1.817-5.

            The Adviser has furnished the Subadviser  with copies of each of the
   following  documents and will furnish the Subadviser at its principal  office
   all future  amendments and supplements to such documents,  if any, as soon as
   practicable  after such  documents  become  available:  (i) the  Articles  of
   Incorporation  of each Fund, (ii) the By-Laws of each Fund, (iii) each Fund's
   registration  statement  under the Investment  Company Act and the Securities
   Act of 1933, as amended,  as filed with the Commission,  and (iv) any written
   instructions of the respective Fund's Board and the Adviser.

       (h)  VOTING OF PROXIES.  The Subadviser  shall direct the custodian as to
   how to vote such proxies as may be necessary or advisable in connection  with
   any matters submitted to a vote of shareholders of securities held by a Fund.

   3. INDEPENDENT  CONTRACTOR.  In the performance of its duties hereunder,  the
Subadviser  is and  shall be an  independent  contractor  and  unless  otherwise
expressly  provided  herein or otherwise  authorized  in writing,  shall have no
authority  to act  for or  represent  the  Funds  or the  Adviser  in any way or
otherwise be deemed an agent of the Funds or the Adviser.

   4.  COMPENSATION.  The Adviser shall pay to the Subadviser,  for the services
rendered hereunder, the fees set forth in Exhibit A to this Agreement.

   5.  EXPENSES.  The  Subadviser  shall  bear all  expenses  incurred  by it in
connection  with its services under this Agreement and will,  from time to time,
at its sole expense employ or associate  itself with such persons as it believes
to be particularly fitted to assist it in the execution of its duties hereunder.
However,  the  Subadviser  shall not assign or  delegate  any of its  investment
management  duties under this Agreement  without the approval of the Adviser and
the appropriate Fund's Board.

   6.  REPRESENTATIONS AND WARRANTIES OF SUBADVISER.  The Subadviser  represents
and warrants to the Adviser and the Funds as follows:

       (a)  The Subadviser  is  registered  as an  investment  adviser under the
   Investment Advisers Act;

       (b)  The Subadviser will immediately notify the Adviser of the occurrence
   of any  event  that  would  disqualify  the  Subadviser  from  serving  as an
   investment  adviser of an investment  company pursuant to Section 9(a) of the
   Investment Company Act;

       (c)  The Subadviser has filed a notice of exemption pursuant to Rule 4.14
   under the CEA with the Commodity Futures Trading  Commission (the "CFTC") and
   the National Futures Association

       (d)  The Subadviser is fully authorized under all applicable law to serve
   as Subadviser to the Funds and to perform the services  described  under this
   Agreement.;

       (e)  The Subadviser is a limited  partnership  duly organized and validly
   existing under the laws of the state of California  with the power to own and
   possess its assets and carry on its business as it is now being conducted;

       (f)  The execution,  delivery and  performance  by the Subadviser of this
   Agreement are within the Subadviser's powers and have been duly authorized by
   all necessary action on the part of its shareholders,  and no action by or in
   respect of, or filing  with,  any  governmental  body,  agency or official is
   required  on the  part of the  Subadviser  for the  execution,  delivery  and
   performance by the Subadviser of this Agreement, and the execution,  delivery
   and  performance  by the  Subadviser of this  Agreement do not  contravene or
   constitute a default  under (i) any  provision  of  applicable  law,  rule or
   regulation,  (ii)  the  Subadviser's  governing  instruments,  or  (iii)  any
   agreement,  judgment,  injunction,  order, decree or other instrument binding
   upon the Subadviser;

       (g)  This Agreement is a valid and binding agreement of the Subadviser;

       (h)  The Form ADV of the Subadviser previously provided to the Adviser is
   a true and  complete  copy of the form  filed  with  the  Commission  and the
   information  contained  therein is  accurate  and  complete  in all  material
   respects as of its filing date,  and does not omit to state any material fact
   necessary in order to make the statements made, in light of the circumstances
   under which they were made, not misleading;

   7.  NON-EXCLUSIVITY. The services of the Subadviser with respect to the Funds
are not deemed to be exclusive,  and the  Subadviser  and its officers  shall be
free to render  investment  advisory  and  administrative  or other  services to
others (including other investment  companies) and to engage in other activities
so long as its duties hereunder are not impaired thereby.

   8.  REPRESENTATIONS  AND  WARRANTIES OF ADVISER.  The Adviser  represents and
warrants to the Subadviser as follows:

       (a)  The  Adviser  is  registered  as an  investment  adviser  under  the
   Investment Advisers Act;

       (b)  The Adviser  has filed a notice of  exemption  pursuant to Rule 4.14
   under the CEA with the Commodity Futures Trading  Commission (the "CFTC") and
   the National Futures Association;

       (c) The Adviser is a limited liability company duly organized and validly
   existing  under  the laws of the  State of  Kansas  with the power to own and
   possess its assets and carry on its business as it is now being conducted;

       (d)  The execution,  delivery  and  performance  by the  Adviser  of this
   Agreement and the Advisory Agreement are within the Adviser's powers and have
   been duly authorized by all necessary action on the part of its members,  and
   no action by or in respect of, or filing with, any governmental  body, agency
   or  official  is  required  on the  part of the  Adviser  for the  execution,
   delivery and performance by the Adviser of this Agreement, and the execution,
   delivery and  performance  by the Adviser of this Agreement do not contravene
   or constitute a default  under (i) any  provision of applicable  law, rule or
   regulation, (ii) the Adviser's governing instruments, or (iii) any agreement,
   judgment,  injunction,  order,  decree or other  instrument  binding upon the
   Adviser;

       (e)  This Agreement  and the  Advisory  Agreement  are valid and  binding
   agreements of the Adviser;

       (f)  The Form ADV of the Adviser previously provided to the Subadviser is
   a true and  complete  copy of the form  filed  with  the  Commission  and the
   information  contained  therein is  accurate  and  complete  in all  material
   respects as of its filing date and does not omit to state any  material  fact
   necessary in order to make the statements made, in light of the circumstances
   under which they were made, not misleading;

       (g)  The Adviser acknowledges that it received a copy of the Subadviser's
   Form ADV at least 48 hours prior to the execution of this Agreement.

   9.  SURVIVAL OF REPRESENTATIONS AND WARRANTIES;  DUTY TO UPDATE  INFORMATION.
All  representations  and  warranties  made by the  Subadviser  and the  Adviser
pursuant  to  Sections 6 and 8 hereof  shall  survive  for the  duration of this
Agreement  and the parties  hereto shall  promptly  notify each other in writing
upon becoming aware that any of the foregoing representations and warranties are
no longer true.

   10. LIABILITY AND INDEMNIFICATION.

       (a)  LIABILITY. In the absence of willful misfeasance, bad faith or gross
   negligence on the part of the Subadviser or a breach of its duties hereunder,
   the  Subadviser  shall not be subject to any  liability  to the  Adviser,  to
   either Fund,  or any of either  Fund's  shareholders,  and, in the absence of
   willful misfeasance, bad faith or gross negligence on the part of the Adviser
   or a breach of its duties hereunder,  the Adviser shall not be subject to any
   liability  to the  Subadviser,  for any act or  omission  in the case of,  or
   connected with,  rendering  services  hereunder or for any losses that may be
   sustained in the purchase, holding or sale of Investments; PROVIDED, HOWEVER,
   that nothing herein shall relieve the Adviser and the Subadviser  from any of
   their  respective  obligations  under  applicable  law,  including,   without
   limitation, the federal and state securities laws and the CEA

       (b)  INDEMNIFICATION.  The Subadviser shall indemnify the Adviser and the
   Funds,  and their  respective  officers and directors,  for any liability and
   expenses,  including  attorneys' fees, which may be sustained by the Adviser,
   or the Funds, as a result of the Subadviser's willful misfeasance, bad faith,
   or  gross  negligence,  breach  of  its  duties  hereunder  or  violation  of
   applicable  law,  including,   without  limitation,  the  federal  and  state
   securities  laws or the CEA. The Adviser shall  indemnify the  Subadviser and
   its  officers  and  partners,  for  any  liability  and  expenses,  including
   attorneys' fees, which may be sustained as a result of the Adviser's,  or the
   Funds' willful  misfeasance,  bad faith, or gross  negligence,  breach of its
   duties  hereunder  or  violation  of  applicable  law,   including,   without
   limitation, the federal and state securities laws or the CEA.

   11. DURATION AND TERMINATION.

       (a)  DURATION. This Agreement shall become  effective upon the date first
   above  written,  provided  that this  Agreement  shall not take  effect  with
   respect  to the  Funds  unless  it has  first  been  approved  by a vote of a
   majority  of those  directors  of SBL  Fund  and  Security  Equity  Fund,  as
   applicable,  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. This Agreement 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  with  respect  to each  Fund if  specifically
   approved  each year by the Board of  Directors  of the  applicable  Fund.  In
   addition to the  foregoing,  each renewal of this  Agreement  with respect to
   each Fund must be approved by the vote of a majority of the applicable Fund'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 of
   Directors of the applicable Fund may request and evaluate, and the Subadviser
   shall furnish,  such information as may reasonably be necessary to enable the
   Fund's Board of Directors to evaluate the terms of this Agreement.

       (b)  TERMINATION. Notwithstanding  whatever may be provided herein to the
   contrary,  this Agreement may be terminated at any time,  without  payment of
   any penalty:

            (i)    By vote of a  majority  of  the  Board  of  Directors  of the
       applicable  Fund,  or by vote of a  majority  of the  outstanding  voting
       securities of the applicable Fund, or by the Adviser,  in each case, upon
       sixty (60) days' written notice to the Subadviser;

            (ii)   By the  Adviser  upon  breach  by  the   Subadviser   of  any
       representation or warranty contained in Section 6 hereof, which shall not
       have been cured within  twenty (20) days of the  Subadviser's  receipt of
       written notice of such breach;

            (iii)  By  the  Adviser  immediately  upon  written  notice  to  the
       Subadviser if the  Subadviser  becomes unable to discharge its duties and
       obligations under this Agreement; or

            (iv)   By the Subadviser upon 120 days written notice to the Adviser
       and the applicable Fund.

            This Agreement shall not be assigned (as such term is defined in the
   Investment  Company  Act)  without the prior  written  consent of the parties
   hereto.  This Agreement  shall  terminate  automatically  in the event of its
   assignment  without  such  consent or upon the  termination  of the  Advisory
   Agreement.

   12. DUTIES OF THE ADVISER.  The Adviser shall continue to have responsibility
for all services to be provided to the Funds pursuant to the Advisory  Agreement
and shall oversee and review the  Subadviser's  performance  of its duties under
this Agreement.

   13. AMENDMENT.  This  Agreement  may  be  amended  by mutual  consent  of the
parties,  provided that the terms of each such  amendment with respect to a Fund
shall be approved by the Board of Directors of the applicable  Fund or by a vote
of a majority of the outstanding voting securities of the applicable Fund.

   14. NOTICE.  Any  notice  that is required to be given by the parties to each
other (or to the Fund)  under the terms of this  Agreement  shall be in writing,
delivered,  or mailed  postpaid to the other party,  or transmitted by facsimile
with  acknowledgment  of receipt,  to the parties at the following  addresses or
facsimile  numbers,  which may from time to time be  changed  by the  parties by
notice to the other party:

       (a)  If to the Subadviser:

            RS Investment Management LP
            388 Market Street
            San Francisco, CA 94111
            Attention:  Steve Cohen, CFO
            Facsimile:  (415) 591-2858

       (b)  Copy to:

            RS Investment Management LP
            388 Market Street
            San Francisco, CA 94111
            Attention:  Clay Smudsky
            Facsimile:  (415) 591-2855

       (c)  If to the Adviser:

            Security Management Company, LLC
            One Security Benefit Place
            Topeka, Kansas 66636-0001
            Attention:  James R. Schmank, President
            Facsimile:  (785) 438-3080

       (d)  If to SBL Fund:

            SBL Fund
            One Security Benefit Place
            Topeka, Kansas 66636-0001
            Attention:  Amy J. Lee, Secretary
            Facsimile:  (785) 438-3080

       (d)  If to Security Equity Fund:

            Security Equity Fund
            One Security Benefit Place
            Topeka, Kansas 66636-0001
            Attention:  Amy J. Lee, Secretary
            Facsimile:  (785) 438-3080

   15. GOVERNING LAW; JURISDICTION. Except as indicated in Section 19(b) of this
Agreement,  this Agreement shall be governed by and construed in accordance with
the laws of the State of  California,  without  regard to its  conflicts  of law
provisions.

   16. COUNTERPARTS. This Agreement may be executed in one or more counterparts,
all of which shall together constitute one and the same instrument.

   17. CAPTIONS.  The captions herein are included  for convenience of reference
only and shall be ignored in the construction or interpretation hereof.

   18. SEVERABILITY.  If any provision of  this Agreement  shall be held or made
invalid by a court  decision or  applicable  law, the remainder of the Agreement
shall not be affected adversely and shall remain in full force and effect.

   19. CERTAIN DEFINITIONS.

       (a)  "BUSINESS  DAY." As used herein,  business  day means any  customary
   business  day in the United  States on which the New York Stock  Exchange  is
   open.

       (b)  MISCELLANEOUS.  As used herein,  "investment  company,"  "affiliated
   person,"   "interested   person,"   "assignment,"   "broker,"   "dealer"  and
   "affirmative  vote  of  the  majority  of  the  Fund's   outstanding   voting
   securities"  shall all have such meaning as such terms have in the Investment
   Company Act. The term  "investment  adviser"  shall have such meaning as such
   term has in the Investment  Advisers Act and the Investment  Company Act, and
   in the event of a conflict  between such Acts, the most expansive  definition
   shall  control.  In  addition,  where  the  effect  of a  requirement  of the
   Investment  Company Act  reflected  in any  provision  of this  Agreement  is
   relaxed by a rule, regulation or order of the Commission,  whether of special
   or general  application,  such provision  shall be deemed to incorporate  the
   effect of such rule, regulation or order.

   IN WITNESS  WHEREOF,  the parties  hereto have executed this Agreement on the
day and year first written above.


                                       SECURITY MANAGEMENT COMPANY, LLC

                                       By:      JAMES R. SCHMANK
                                                --------------------------------
                                       Name:    James R. Schmank
                                       Title:   President


                                       Attest:  AMY J. LEE
                                                --------------------------------
                                       Name:    Amy J. Lee
                                       Title:   Secretary


                                       RS INVESTMENT MANAGEMENT LP

                                       By:      STEVEN H. COHEN
                                                --------------------------------
                                       Name:    Steven H. Cohen
                                       Title:   Chief Financial Officer


                                       Attest:  THANH TRANG
                                                --------------------------------
                                       Name:    Thanh Trang
                                       Title:   Executive Assistant

                                    EXHIBIT A

                                  Compensation


   For all services rendered by the Subadviser  hereunder,  Adviser shall pay to
Subadviser a fee (the "Subadvisory Fee") as follows:

   An annual rate of 0.55% (55 basis points) of the combined  averaged daily net
assets of the Funds of $100 million or less; plus

   An annual rate of 0.50% (50 basis  points) of the combined  average daily net
assets of the Funds of more than $100 million, up to $400 million; plus

   An annual rate of 0.45% (45 basis  points) of the combined  average daily net
assets of the Funds of more than $400 million.

   For purposes of calculating the compensation to be paid hereunder,  the value
of the net assets of a Fund 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 then current prospectus for the applicable Fund.

   The  Subadvisory  Fee shall be accrued for each  calendar day the  Subadviser
renders  subadvisory  services  hereunder  and the sum of the daily fee accruals
shall be paid monthly to the  Subadviser  as soon as  practicable  following the
last day of each month, by wire transfer if so requested by the Subadviser,  but
no later than ten (10)  calendar days  thereafter.  If this  Agreement  shall be
effective for only a portion of a year, then the  Subadviser's fee for said year
shall be prorated for such portion.