SECURITY FUNDS
SHAREHOLDER SERVICE AGREEMENT
This Shareholder Service Agreement (the "Agreement") has been adopted pursuant
to Rule 12b-1 under the Investment Company Act of 1940, by each of the Security
Funds (or designated classes of such funds) listed in Schedule A to this
Agreement (the "Funds"), which Schedule may be amended from time to time by
Security Distributors, Inc. ("SDI"). The Funds have adopted one or more
distribution plans under Rule 12b-1 (each a "Plan"). This Agreement, being made
between SDI, solely as agent for such Funds and the undersigned service provider
(the "Service Provider"), defines the services to be provided by the Service
Provider for which it is to receive payments pursuant to the Plan adopted by
each of the Funds. The Plan and the Agreement have been approved by a majority
of the directors of each of the Funds, including a majority of the directors who
are not interested persons of such Funds, and who have no direct or indirect
financial interest in the operation of the Plan or related agreements (the
"Independent Directors"), by votes cast in person at a meeting called for the
purpose of voting on the Plan.
1. To the extent that you provide continuing personal shareholder services
to customers who may, from time to time, directly or beneficially own
shares of the Funds, including but not limited to, answering routine
customer inquiries regarding the Funds, assisting customers in changing
dividend options, account designations and addresses, and in enrolling
into any of several special investment plans offered in connection with
the purchase of the Funds' shares, assisting in the establishment and
maintenance of customer accounts and records and in the processing of
purchase and redemption transactions, investing dividends and capital
gains distributions automatically in shares, providing
sub-administration and/or sub-transfer agency services for the benefit
of the Fund and providing such other services as the Funds or the
customer may reasonably request, we, solely as agent for the Funds,
shall pay you a fee (the "Shareholder Service Fee") periodically or
arrange for a Shareholder Service Fee to be paid to you.
2. The Shareholder Service Fee shall be based on the value of shares
attributable to customers to whom you are providing the services
contemplated herein and as reflected on our books. The Service Fee
shall be calculated on the basis and at the rates set forth in the
Fund's then current prospectus or SAI. Without prior approval by a
majority of the outstanding shares of a Fund, the fees paid to you
pursuant to each Plan shall not exceed .25 percent annually of the
aggregate net asset value of the shares held by your customers
receiving services.
3. The total of the fees calculated for all of the Funds listed on
Schedule A for any period with respect to which calculations are made
shall be paid to you within 45 days after the close of such period.
4. We reserve the right to withhold payment with respect to the Shares
purchased by you and redeemed or repurchased by the Fund or by us as
Agent within seven (7) business days after the date of our confirmation
of such purchase. We reserve the right at any time to impose minimum
fee payment requirements before any periodic payments will be made to
you hereunder.
5. You shall furnish us and the Funds with such information as shall
reasonably be requested either by the directors of the Funds or by us
with respect to the fees paid to you pursuant to this Agreement.
6. We shall furnish the directors of the Funds, for their review on a
quarterly basis, a written report of the amounts expended under the
Plan by us and the purposes for which such expenditures were made.
7. Neither you nor any of your employees or agents are authorized to make
any representation concerning shares of the Funds except those
contained in the then current Prospectus or Statement of Additional
Information for the Funds, and you shall have no authority to act as
agent for the Funds or for SDI.
8. We may enter into other similar Shareholder Service Agreements with any
other person without your consent.
9. This Agreement may be amended at any time without your consent by SDI
mailing a copy of an amendment to you at the address set forth below.
Such amendment shall become effective on the date specified in such
amendment unless you elect to terminate this Agreement within thirty
(30) days of your receipt of such amendment.
10. This Agreement may be terminated with respect to any Fund at any time
without payment of any penalty by the vote of a majority of the
directors of such Fund who are Independent Directors or by a vote of a
majority of the Fund's outstanding shares, on sixty (60) days' written
notice. It will be terminated with respect to any Fund by any act which
terminates the Fund's Plan, and in any event, this Agreement shall
terminate automatically in the event of its assignment as that term is
defined in the 1940 Act.
11. This Agreement shall become effective upon execution and delivery
hereof and shall continue in full force and effect as long as the
continuance of the Plan and this related Agreement are approved at
least annually by a vote of the directors, including a majority of the
Independent Directors, cast in person at a meeting called for the
purpose of voting thereon. All communications to us should be sent to
the address of SDI as shown at the bottom of this Agreement. Any notice
to you shall be duly given if mailed or telegraphed to you at the
address specified by you below.
12. You represent that you provide to your customers who own shares of the
Funds personal services as defined in paragraph 1 above, and that you
will continue to accept payments under this Agreement only so long as
you provide such services.
13. This Agreement shall be construed in accordance with the laws of the
State of Kansas.
SECURITY DISTRIBUTORS, INC.
Date: By:
----------------------------- ------------------------------------
The undersigned agrees to abide by the foregoing terms and conditions.
Date: By:
----------------------------- ------------------------------------
Signature
Print Name Title
------------------------------------
Service Provider's Name
------------------------------------
Address
------------------------------------
City State Zip
------------------------------------
Telephone
------------------------------------
Please sign both copies and return one copy of each to:
Security Distributors, Inc.
Attention:
One Security Benefit Place
Topeka, Kansas 66636-0001
SCHEDULE "A" TO
SHAREHOLDER SERVICE AGREEMENT
Fund
Security Equity Fund, Equity Series - Class A, B and C
Security Equity Fund, Global Series - Class A, B and C
Security Equity Fund, Mid Cap Value Series - Class A, B and C
Security Equity Fund, Small Cap Growth Series - Class A, B and C
Security Equity Fund, Select 25 Series - Class A, B and C
Security Equity Fund, Small Cap Value Series - Class A and C
Security Equity Fund, Alpha Opportunity Series - Class A, B and C
Security Equity Fund, All Cap Value Series - Class A and C
Security Mid Cap Growth Fund - Class A, B and C
Security Large Cap Value Fund - Class A, B and C
Security Income Fund, Diversified Income Series, Class A, B and C
Security Income Fund, High Yield Series, Class A, B and C
Security Income Fund, Capital Preservation Series, Class A, B and C
Security Income Opportunity Series, Class A, B and C
Schedule "A" was amended on May 9, 2008 in order to add a new series of Security
Equity Fund, All Cap Value Series.
