SUB-ADVISORY AGREEMENT


   THIS  AGREEMENT  is made and entered  into as of this 1st day of July,  2003,
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 MAINSTREAM INVESTMENT ADVISERS,  LLC
(the "Subadviser"),  a Kentucky limited liability company,  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 Z, a  separate
series of SBL Fund,  and Security  Equity Fund is  authorized to issue shares of
Alpha  Opportunity  Series,  a separate series of Security Equity Fund (Series Z
and Alpha Opportunity 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;

   WHEREAS, the Adviser desires to retain the Subadviser as subadviser to act as
investment  adviser  for and to manage a portion of each  Fund's  assets and the
Subadviser desires to render such services; and

   WHEREAS,  the  Adviser  shall  have  the sole  discretion  to  determine  the
percentage of each Fund's assets to be managed by the Subadviser.

   NOW, THEREFORE,  the Adviser and the 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 assets of the Funds,  subject to the
supervision of the Adviser, the Board of Directors of such Fund and the terms of
this  Agreement,  and the  Subadviser  hereby accepts such  employment.  In such
capacity,  the Subadviser  shall be responsible  for the Investments (as defined
herein) of the Funds;  provided  that the  Adviser  reserves  the  authority  to
review, modify or reject Subadviser's investment recommendations with respect to
the management of the Funds' Investments.

   2. DUTIES OF SUBADVISER.

      (a)  INVESTMENTS.  Subject to the instructions of the Adviser from time to
   time,  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 the 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") to purchase,  hold
   and sell investments for the account of the Fund (hereinafter  "Investments")
   and to monitor on a continuous  basis the  performance  of such  Investments.
   "Investments" when referred to in this Agreement shall mean those investments
   included  in the  portion  of each  Fund's  total  assets  that  Adviser  has
   allocated to Subadviser for management.  The Adviser has agreed that it shall
   increase  or  decrease  the total  assets  allocated  to the  Subadviser  for
   management solely as of the first business day of each calendar month, unless
   otherwise  mutually agreed to by the parties.  Subject to the instructions of
   the Adviser from time to time,  the  Subadviser  may contract with or consult
   with such banks,  other securities firms,  brokers or other parties,  without
   additional  expense  to the  Adviser,  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 of Directors,  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 or the respective Fund's Board of Directors, brokers
   or dealers affiliated with the Subadviser. The Subadviser is also authorized,
   subject to the supervision of the Adviser and the respective  Fund's Board of
   Directors  to  negotiate  commissions  to be paid on such  transactions.  The
   Subadviser shall make sales, exchanges,  commitments,  contracts, investments
   or reinvestments, or take any action which it deems necessary or desirable in
   connection  with the  Investments,  in  accordance  with its own judgment and
   discretion.   Specifically,  the  Subadviser  shall  have  the  authority  to
   purchase, sell, sell short, transfer, deal in or otherwise invest in publicly
   traded common stocks,  convertible bonds, convertible preferred stocks, stock
   warrants and rights.  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  that
   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,  shall  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 shall report on such allocations at
   the request of the Adviser,  or the  respective  Fund's  Board of  Directors,
   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  shall not purchase  securities or other  instruments  from or
   sell securities or other  instruments to a Fund  ("Principal  Transactions");
   PROVIDED, HOWEVER, 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 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 in all material  respects
   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 with a copy of such Code of Ethics.

      (d) BOOKS AND RECORDS. The Subadviser shall 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  shall 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 during any
   business day.

      (e) INFORMATION CONCERNING  INVESTMENTS AND SUBADVISER.  From time to time
   as the Adviser or a Fund may reasonably request, the Subadviser shall furnish
   the requesting  party reports on transactions and reports on Investments held
   in the Fund  portfolios,  all in such detail as the Adviser or the applicable
   Fund may reasonably  request.  From time to time as the Adviser or a 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  shall also provide such  information as is customarily
   provided by a subadviser  and as 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 (the "Custodian"),  on each business day,  information  relating to
   all transactions made by it on behalf of the Funds.

      (g)  COMPLIANCE  WITH  APPLICABLE  LAWS AND  GOVERNING  DOCUMENTS.  In all
   matters relating to the performance of this Agreement, the Subadviser and its
   members,  officers,  partners,  employees and interested persons shall act in
   conformity   in  all  material   respects   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  of
   Directors and the Adviser,  after receipt of such documents from the relevant
   Fund, and shall comply in all material  respects 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,  solely with regard to those  matters  within its control and based on
   information  available  to it (i)  invest  the  assets  of the Fund in such a
   manner that each Fund complies with Section  851(b)(2) and Section  851(b)(3)
   of Subchapter M of the Code (or any successor provision), and (ii) invest the
   assets of Series Z of SBL Fund in such a manner that  Series Z 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  modifications to Section 817 or regulations
   thereunder.  Subadviser  shall notify the Adviser  immediately  upon having a
   reasonable  basis  for  believing  that a Fund has  ceased  to  qualify  as a
   Regulated  Investment Company under Subchapter M of the Internal Revenue Code
   (or any successor or similar provision) or Series Z has ceased to comply with
   Section 817(h) and, with respect to Section 817(h), shall take all reasonable
   steps to adequately diversify Series Z 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, as filed with the Commission,  and (iv) any written  instructions of the
   respective  Fund's Board of Directors and the Adviser.  The Subadviser  shall
   not be held  responsible  for compliance  with any document  described  above
   unless and until such document has been received by the Subadviser.

      (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 Investments 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 Adviser in any way or otherwise
be deemed an agent of the Funds or Adviser.

   4.  COMPENSATION.  The Adviser  shall pay to the  Subadviser  an Advisory Fee
computed  in  accordance  with  Schedule A attached  hereto,  which fee shall be
payable as provided  therein.  The parties hereby disclaim any obligation on the
part of the Funds or their  shareholders  to pay any portion of the Advisory Fee
payable by the Adviser to the Subadviser.

   5.  EXPENSES.  The  Subadviser  shall  bear all  expenses  incurred  by it in
connection with its services under this Agreement and shall,  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  written  approval of the
Adviser and the respective Fund's Board of Directors.

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

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

      (b) The Subadviser shall  immediately  notify the Adviser of the existence
   or 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 is fully  authorized  under all applicable law to serve
   as Subadviser to the Funds and to perform the services  described  under this
   Agreement;

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

      (e) 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 of the 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  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;

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

      (g) The Form ADV of the Subadviser  previously  provided to the Adviser is
   accurate and complete in all  material  respects,  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 and to engage in other activities.  Nothing in this Agreement shall limit
or restrict the Subadviser or any of its officers, managers, members, employees,
affiliates or agents from buying,  selling or trading in any  securities for its
or their own account or accounts, except as set forth in Subsection 2(c) herein.
The  Adviser  acknowledges  that  the  Subadviser  and its  officers,  managers,
members,  employees,  affiliates or agents and its other clients may at any time
have, acquire,  increase,  decrease or dispose of positions in investments which
are at the same time being  acquired or  disposed of for the Funds.  The Adviser
agrees that the  Subadviser  may give advice and take action with respect to any
of its other  clients which may differ from advice given or the timing or nature
of action  taken with  respect to the Funds,  so long as it is the  Subadviser's
policy, to the extent  practical,  to allocate  investment  opportunities to the
Funds  over a period of time on a fair and  equitable  basis  relative  to other
clients.

   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  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 is a valid and binding agreement of the Adviser; and

      (f) 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. DUTY OF CARE AND INDEMNIFICATION.

      (a) LIABILITY.  In the absence of willful misfeasance,  bad faith or gross
   negligence on the part of the  Subadviser or a material  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 material 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 reasonable 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,  material breach of its duties  hereunder or
   material  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  reasonable  attorneys' fees, which may be sustained as a result of
   the  Adviser's,  or the  Funds'  willful  misfeasance,  bad  faith,  or gross
   negligence,  material breach of its duties hereunder or material violation of
   applicable  law,  including,   without  limitation,  the  federal  and  state
   securities laws or the CEA.

   12. 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 reasonably may 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  material  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 sixty (60) 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.

   13. 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.

   14. AMENDMENT.  This Agreement may be amended in writing 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.

   15.  NOTICE.  Any notice  that is required to be given by the parties to each
other  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:

          Mainstream Investment Advisers, LLC
          101 W. Spring Street
          Fourth Floor
          New Albany, IN 47150
          Attention: Diane J. Hulls, Director
          Facsimile: (812) 981-7069

      (b) 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

      (c) 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

   16.  GOVERNING LAW;  JURISDICTION.  This  Agreement  shall be governed by and
construed in accordance with the internal laws of the State of Kansas.

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

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

   19.  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.

   20. DEFINITIONS.  As used herein, "business day" means any customary business
day in the United  States on which the New York Stock  Exchange is open. As used
herein,   "investment   company,"   "affiliated  person,"  "interested  person,"
"assignment,"  "broker," and "dealer"  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  Advisers  Act or 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.

MAINSTREAM INVESTMENT ADVISERS, LLC

By:
        --------------------------------
Name:
Title:


Attest:
        --------------------------------
Name:
Title:


SECURITY MANAGEMENT COMPANY, LLC

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


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

                                   SCHEDULE A

                             INVESTMENT ADVISORY FEE


   1. BASE FEE. The Adviser shall pay the Subadviser at the end of each calendar
month,  an advisory fee (the "Base Fee") equal to 2.50%,  on an annual basis, of
that portion of each Fund's net assets that Adviser has  allocated to Subadviser
for management ("Subadviser Assets"). The Base Fee shall be determined as of the
last  day of each  calendar  month  based  upon  the  average  of the  value  of
Subadviser Assets as of the close of business on the first business day, and the
close of  business on the last  business  day, of each  calendar  month.  If the
Subadviser  shall serve for less than the whole of any calendar month,  the Base
Fee shall be  calculated  on a pro rata  basis for the  portion of the month for
which it has served as Subadviser.  The value of the Subadviser  Assets shall be
determined by  valuations  made in accordance  with each Fund's  procedures  for
calculating its net assets as described in each Fund's current prospectus and/or
Statement of Additional  Information.  During the first 12 months of operations,
the  management  fee  will be  charged  at the Base  Fee of  2.50%  without  any
adjustment as discussed in Section 2 below.

   2. BASE FEE ADJUSTMENT.  Beginning in the 13th month of operations,  the Base
Fee of 2.50% will be adjusted  upward or downward on a monthly  basis based upon
the performance of the Subadviser  Assets relative to the performance of the S&P
500 Index (the "Index").  The maximum or minimum  adjustment is 1.50%  annually.
Therefore,  the maximum annual fee payable to the  Subadviser  shall be 4.00% of
Subadviser  Assets,  and the  minimum  annual  fee shall be 1.00% of  Subadviser
Assets. The pro rata adjustment upward or downward will be determined based upon
the  performance  of the Subadviser  Assets in excess of, or below,  that of the
Index.  The  amount of any upward  adjustment  in the Base Fee shall be equal to
1.50%  multiplied by the ratio of the number of  percentage  points by which the
performance  of the Subadviser  Assets  exceeds the  performance of the Index as
compared  to 30  percentage  points.  For  example,  if the  performance  of the
Subadviser  Assets was 6.6% above that of the S&P 500 Index,  the ratio would be
6.6 to 30, or 22%, times 1.50%, for an upward adjustment of 0.33%. The amount of
any downward adjustment in the Base Fee will be equal to 1.50% multiplied by the
ratio of the  number  of  percentage  points  by which  the  performance  of the
Subadviser  Assets is less than the  performance  of the Index as compared to 30
percentage points. For example,  if the performance of the Subadviser Assets was
10.0%  below that of the S&P 500 Index,  the ratio would be 10 to 30, or 33.33%,
times 1.50%, for a downward adjustment of 0.50%.

   In determining the Base Fee adjustment,  if any, applicable during any month,
the Adviser will compare the investment performance of the Subadviser Assets for
the  twelve-month  period  ending  on  the  last  day of the  prior  month  (the
"Performance  Period")  to  the  investment  record  of  the  Index  during  the
Performance Period. The investment  performance of the Subadviser Assets will be
determined for each month in the Performance Period by subtracting (i) the value
of the  Subadviser  Assets as of the first  business day of the  calendar  month
(including any amounts  allocated to the Subadviser Assets as of that date) from
(ii) the  value of the  Subadviser  Assets  as of the last  business  day of the
calendar  month,  expressed as a percentage of (iii) the value of the Subadviser
Assets as of the first business day of the calendar month (including any amounts
allocated to the Subadviser Assets as of that date). The investment  performance
for the  Performance  Period shall be the  annualized  product of the investment
performance for each month in the Performance Period. The investment performance
of the Index will be determined  by adding  together (i) the change in the level
of the  Index  during  the  Performance  Period,  and (ii) the  value,  computed
consistently  with the Index,  of cash  distributions  made by  companies  whose
securities  comprise the Index accumulated to the end of the Performance Period,
and will be  expressed  as a  percentage  of the Index at the  beginning  of the
Performance Period.

   After it determines any Base Fee  adjustment,  the Adviser will determine the
dollar amount of additional  fees or fee  reductions to be accrued each month by
multiplying the Base Fee adjustment by the average  Subadviser Assets during the
Performance  Period  and  dividing  that  number by the  number of months in the
Performance Period. The average Subadviser Assets will be the average of (i) the
value of the  Subadviser  Assets as of the first  business day of each  calendar
month  (including  any amounts  allocated  to the  Subadviser  Assets as of that
date),  and (ii) the value of the Subadviser  Assets as of the last business day
of each calendar  month (not  including  any  rebalancing),  in the  Performance
Period.  The Base Fee, as  adjusted,  is accrued  and paid  monthly and shall be
prorated in any month for which this  Agreement  is not in effect for the entire
month.

   3.  VALUATION.  For  purposes  of  calculating  the  compensation  to be paid
hereunder,  the value of the  Subadviser  Assets  shall be  computed in the same
manner at the end of each  business day as the value of the Funds' net assets is
computed in  connection  with the  determination  of the net asset value of Fund
shares  as  described  in  the  then  current  registration  statement  for  the
applicable Fund.  Adviser shall provide Subadviser within three business days of
each calendar month end such information as Adviser used to value the Subadviser
Assets as of the first and last business day of that calendar month. The parties
agree to review the valuation  process on or before August 15, 2003 to determine
whether  there is any  material  difference  in the  valuation of the Fund's net
assets as  determined by Adviser from that  determined  by Banc of America,  the
Funds' custodian. In the event that there is a material difference,  the parties
agree to promptly  renegotiate the basis for valuation of the Subadviser  Assets
for purposes of calculating the compensation to be paid hereunder.

   4. PAYMENT OF FEES. All fees due Subadviser  shall be remitted by the Adviser
within thirty (30) days after the applicable calendar month end and/or Valuation
Period.