INVESTMENT MANAGEMENT AND SERVICES AGREEMENT

This  Agreement,  made and  entered  into this 27th day of  January,  2000,  and
amended and restated  effective as of the 1st day of May,  2002,  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. The Fund
        shall bear the expense of such other  services and all other expenses of
        the Fund.  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,  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,
                     Class C and Class S Distribution Plans;

               and, in  addition to those  expenses  set forth  above,  the Fund
               shall pay all of its expenses  whether or not billed to the Fund,
               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 1940 Act 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.

        (c)    EXPENSE  CAP.  For each of the Fund's full fiscal years that 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 shall  contribute to such Series
               such funds or waive such portion of its fee, adjusted monthly, as
               may be required to insure that the total  annual  expenses of the
               Series shall not exceed the Expense Cap. If this Agreement  shall
               be effective  for only a portion of a Series'  fiscal year,  then
               the maximum annual expenses shall be prorated for such portion.

                               EXPENSE CAP

                  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%

  3.    COMPENSATION OF SMC.

        (a)    As  compensation  for  the  investment  advisory  services  to be
               rendered by SMC 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 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 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 Equity  Series,  Total Return  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 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 administrative services to be rendered by
               SMC to Global,  International and Technology Series,  each of the
               foregoing  Series  shall pay SMC 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.   Such  fees  shall  be
               calculated  daily and payable  monthly.  As compensation  for the
               administrative  services  to be  rendered  by SMC to  each of the
               other  Series of the  Fund,  each  such  Series  shall pay SMC 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'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 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 may count as a shareholder
               account  each  person  that  holds a  beneficial  interest  in an
               omnibus  account  maintained on SMC's transfer agency system by a
               third-party administrator, broker/dealer, bank, insurance company
               or other  entity;  provided  that SMC 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 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).

  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  Section 4 shall at all times  conform  to any  requirements
               imposed by the provisions of the Fund's Articles of Incorporation
               and Bylaws, the 1940 Act, the Investment Advisors Act of 1940 and
               the  rules  and  regulations  promulgated  thereunder,  and other
               applicable  provisions of law, and the terms of the  registration
               statements  of the Fund under the  Securities  Act of 1933 ("1933
               Act") and/or the 1940 Act, as may be applicable at the time,  all
               as from time to time  amended.  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 affected 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 Section 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 Section 4. As used in
               this  Section 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  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  Section  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  Section  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 their own  accounts or for the  accounts of
        others  for  whom  they  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 May 1, 2002,  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 May 1, 2004, 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
        and/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      JAMES R. SCHMANK
                                                  -------------------------
                                                     James R. Schmank

                                             Title:  President

ATTEST:

AMY J. LEE
---------------------------
Amy J. Lee
Secretary

                                             SECURITY MANAGEMENT COMPANY, LLC

                                             By      JAMES R. SCHMANK
                                                  -------------------------
                                                     James R. Schmank

                                             Title:  President

ATTEST:

AMY J. LEE
---------------------------
Amy J. Lee
Secretary



                                   SCHEDULE A
                  INVESTMENT MANAGEMENT AND SERVICES 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.     Maintain Fund General Ledger and Journal.
        b.     Prepare and record disbursements for direct Fund expenses.
        c.     Prepare daily money transfers.
        d.     Reconcile all Fund bank and custodian accounts.
        e.     Assist 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 1940
               Act 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.     Report to the Audit Committee of the Board of Directors.

  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 1940
               Act 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,   prospectuses   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 Act and the
               Securities Act of 1933.

           SCHEDULE OF SHARE TRANSFER AND DIVIDEND DISBURSING SERVICES

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

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

  2.    Post address changes and perform other file  maintenance for shareholder
        accounts.

  3.    Post 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.    Issue all checks and stop and replace lost checks.

  8.    Draft clearing services.

        a.     Maintain signature cards and appropriate corporate resolutions.
        b.     Compare  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.     Receive checks  presented for payment and liquidate  shares after
               verifying account balance.  d. Order checks in quantity specified
               by the Fund for the shareholder.

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

  10.   Perform 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.   Answer all  service-related  telephone  inquiries from  shareholders and
        others, including:

        a.     General and policy inquiries (research and resolve problems);
        b.     Fund yield inquiries;
        c.     Shareholder  processing  requests and account maintenance changes
               by telephone as described above;
        d.     Pending requests to correspondence;
        e.     On-line statistical performance of unit; and
        f.     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.   Maintain and retrieve all  required  past history for  shareholders  and
        provide research capabilities as follows:

        a.     Monitor  daily  all   processing   activity  to  verify   back-up
               documentation;
        b.     Provide exception reports;
        c.     Provide microfilming services; and
        d.     Provide storage, retrieval and archive services.

  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 escheatment requirements.


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