INVESTMENT MANAGEMENT AGREEMENT
This Agreement, made and entered into this 27th day of January, 2000, and
amended and restated effective as of November 18, 2005 and amended and restated
as of February 8, 2008, by and between SECURITY EQUITY FUND, a Kansas
corporation (hereinafter referred to as the "Fund"), and SECURITY INVESTORS,
LLC, a Kansas limited liability company (hereinafter referred to as the
"Adviser") (formerly, Security Management Company, LLC);
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, the Adviser is willing to provide investment research and advice to the
Fund on the terms and conditions hereinafter set forth;
WHEREAS, this Agreement has last been amended and restated to reflect
non-material amendments, including a change in the Adviser's name, the
liquidation of three Series of the Fund, and the addition of three new Series of
the Fund;
NOW, THEREFORE, in consideration of the premises and mutual agreements made
herein, the parties agree as follows:
1. Employment of the Adviser. The Fund hereby employs the Adviser to 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. The Adviser
agrees to maintain sufficient trained personnel and equipment and
supplies to perform its responsibilities under this Agreement and in
conformity with the current Prospectus(es) of the Fund and such other
reasonable standards of performance as the Fund may from time to time
specify.
The Adviser 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 the Adviser. The Adviser 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 the
Adviser for the payment of
the following described expenses of the Fund whether or not
billed to the Fund, the Adviser or any related entity:
(i) brokerage fees and commissions;
(ii) taxes;
(iii) interest expenses;
(iv) any extraordinary expenses approved by the Board of
Directors of the Fund; and
(v) distribution fees paid under the Fund's Class A,
Class B and Class C Distribution Plans;
and, in addition to those expenses set forth above, the Fund
shall pay all of its expenses whether or not billed to the
Fund, the Adviser or any related entity.
(c) Expense Cap. For each of the Fund's full fiscal years that
this Agreement remains in force, the Adviser agrees that if
total annual expenses of each Series of the Fund identified
below, exclusive of interest, taxes, extraordinary expenses
(such as litigation), brokerage fees and commissions, and
12b-1 fees paid under a Fund's Class A, Class B or Class C
Distribution Plans, but inclusive of the Adviser's
compensation, exceeds the amount set forth below (the "Expense
Cap"), the Adviser 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
Select 25 Series, Class A, B and C - 1.75%
3. Compensation of the Adviser.
(a) As compensation for the investment advisory services to be
rendered by the Adviser to Global Series and Small Cap Growth
Series, for each of the years this Agreement is in effect,
each of the foregoing Series shall pay the Adviser 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 the Adviser to Equity Series and Select 25 Series,
for each of the years this Agreement is in effect, each of the
foregoing Series shall pay the Adviser an annual fee equal to
0.75% of its respective average daily net assets. As
compensation for the investment advisory services to be
rendered by the Adviser to Small Cap Value Series and Global
Institutional Fund, for each of the years this Agreement is in
effect, each of the foregoing Series shall pay the Adviser an
annual fee equal to 0.90% 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 the Adviser to Mid Cap Value Institutional
Fund, for
each of the years this Agreement is in effect, Mid Cap Value
Institutional Fund shall pay the Adviser an annual fee equal
to 0.85% of average daily net assets. Such fee shall be
calculated daily and payable monthly. As compensation for the
investment advisory services to be rendered by the Adviser to
Mid Cap Value Series for each of the years this Agreement is
in effect, the Mid Cap Value Series shall pay the Adviser an
annual fee equal to 1.00% of its average daily net assets of
$200 million or less; plus an annual rate of 0.75% of its
average daily net assets of more than $200 million. Such fee
shall be calculated daily and payable monthly. As compensation
for the investment advisory services to be rendered by the
Adviser to Alpha Opportunity Series, Alpha Opportunity Series
shall pay the Adviser a fee as described in paragraphs 3(c)
and 3(d) below. If this Agreement shall be effective for only
a portion of a year, then the Adviser'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(es).
(b) For each of the Fund's fiscal years this Agreement remains in
force, the Adviser 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 the Adviser'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, the Adviser 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).
(c) Total Fee. (1) During the first 12 months of operations of
Alpha Opportunity Series, the Series shall pay the Adviser an
investment advisory fee equal to 2.00% of average daily net
assets, accrued daily and paid monthly (without any adjustment
of the type discussed below).
(2) Thereafter, as compensation for the investment advisory
services to be rendered by the Adviser to Alpha Opportunity
Series, the Series shall pay the Adviser at the end of each
calendar month, an advisory fee (the "Total Fee") composed of:
(i) a base fee equal to 2.00% (on an annual basis), of the
Alpha Opportunity Series' average daily net assets over the
month (the "Base Fee"); and (ii) a performance adjustment to
the Base Fee as further explained in (d) below (the
"Performance Adjustment"). The Total Fee shall be accrued
daily and paid monthly, with such
periodic adjustments as deemed appropriate in accordance with
applicable law and accounting standards.
(3) If the Adviser shall serve for less than the whole of any
calendar month, the Total Fee mentioned above shall be
calculated on a pro rata basis for the portion of the month
for which the Adviser has served as adviser.
(d) Calculation of Performance Adjustment. Each month, the rate of
any positive Performance Adjustment shall be equal to 0.75%
multiplied by the ratio of the number of percentage points by
which the investment performance of the Series (the
"Investment Performance") exceeds the investment record (the
"Investment Record") of the Standard & Poor's 500 Composite
Stock Price Index (the "Index") over the twelve-month period
ending on the last day of that month (the "Measuring Period")
as compared to 15 percentage points. For example, if the
Investment Performance of the Series was 6.6% and the
Investment Record of the Index was 0%, the ratio would be 6.6
to 15, or 0.44, times 0.75%, for an upward Performance
Adjustment rate of 0.33%.
Similarly, the rate of any negative Performance Adjustment
shall be equal to 0.75% multiplied by the ratio of the number
of percentage points by which the Investment Performance of
the Series is less than the Investment Record of the Index
over the Measuring Period as compared to 15 percentage points.
For example, if the Investment Performance of the Series was
-10.0% and the Investment Record of the Index was 0%, the
ratio would be 10 to 15, or 0.667, times 0.75%, for a downward
Performance Adjustment rate of 0.50%.
After the rate of the Performance Adjustment has been
determined as described above, the Adviser will determine the
dollar amount of such Performance Adjustment by multiplying
the Performance Adjustment rate by the average daily net
assets of the Series during the Measuring Period and dividing
that number by the number of days in the Measuring Period and
then multiplying that amount by the number of days in the
current month. The dollar amount of the Total Fee then equals
the dollar amount of the Base Fee as adjusted by the dollar
amount of the Performance Adjustment.
Each month, the maximum or minimum Performance Adjustment
shall be equal to 1/12th of 0.75% of the average daily net
assets of the Series during the Measuring Period (subject to
minor accounting adjustments to account for the specific
number of days in the month) when the Investment Performance
of the Series is superior or inferior to the Investment Record
of the Index by 15 percentage points or more over the
Measuring Period. The maximum Total Fee payable to the Adviser
in any month is then equal to 1/12th of 2.00% of the Series'
average daily net assets over that month (i.e., the Base Fee),
plus 1/12th of 0.75% of the Series' average daily net assets
over the Measuring Period (i.e., the maximum positive
Performance Adjustment); and the minimum Total Fee payable to
the Adviser is equal to 1/12th
of 2.00% of the Series' average daily net assets over that
month (i.e., the Base Fee), less 1/12th of 0.75% of the
Series' average daily net assets over the Measuring Period
(i.e., the maximum negative Performance Adjustment) (subject
to accounting adjustments to account for the specific number
of days in the month).
The Investment Performance of the Series will be determined by
reference to Class A shares of the Series in accordance with
Rule 205-1(a) under the Investment Advisers Act of 1940
("Advisers Act"). As such, it shall be equal to the sum of:
(i) the change in the net asset value of Class A shares during
the Measuring Period, (ii) the value of all cash distributions
made by the Series to holders of its Class A shares
accumulated to the end of the Measuring Period, and (iii) the
value of capital gains taxes per Class A share, if any, paid
or payable on undistributed realized long-term gains
accumulated to the end of the Measuring Period, and will be
expressed as a percentage of the net asset value per share of
the Class A shares at the beginning of the Measuring Period
(for this purpose, the value of distributions per share of
realized capital gains, of dividends per share paid from
investment income and of capital gains taxes per share paid or
payable on undistributed realized long-term capital gains are
treated as reinvested in Class A shares at the net asset value
per share in effect at the close of business on the record
date for the payment of such distributions and dividends and
the date on which provision is made for such taxes, after
giving effect to such distributions, dividends and taxes).
The Investment Record of the Index will be determined in
accordance with Rule 205-1(b) under the Advisers Act. As such,
it shall be equal to the sum of: (i) the change in the level
of the Index during the Measuring 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 Measuring Period, and will be
expressed as a percentage of the Index at the beginning of the
Measuring Period.
It is the intent of the parties to this Agreement that the
Total Fee arrangement comply with Section 205 of the Advisers
Act, Rules 205-1 and 205-2 thereunder, as each may be amended
from time to time (the "Fulcrum Fee Provisions"). Any question
in interpreting and implementing the Total Fee arrangement
shall be answered in accordance with the Fulcrum Fee
Provisions.
4. Investment Advisory Duties.
(a) Investment Advice. The Adviser 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 the
Adviser 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. The Adviser 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, the Adviser 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 the Adviser. Consistent with
the provisions of the 1940 Act and any applicable exemption
thereto, the Adviser 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 the Adviser, through brokers or otherwise
(including affiliated brokers), in the manner
permitted in this Section 4 and in such manner as the
Adviser 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, the Adviser 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(es)
or Statement(s) of Additional Information, the
Adviser is authorized to direct the execution of
portfolio transactions for the Fund to brokers who
furnish investment information or research service to
the Adviser. Such allocations shall be in such
amounts and proportions as the Adviser may determine.
If the transaction is directed to a broker providing
brokerage and research services to the
Adviser, the commission paid for such transaction may
be in excess of the commission another broker would
have charged for effecting that transaction, if the
Adviser 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 the Adviser 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,
the Adviser 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 the Adviser, better price or
execution can be obtained by utilizing the services
of a broker.
(d) Limitation of Liability of the Adviser with Respect to
Rendering Investment Advisory Services. So long as the Adviser
shall give the Fund the benefit of its best judgment and
effort in rendering investment advisory services hereunder,
the Adviser 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 the Adviser
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, the "Adviser" shall include
directors, officers and employees of the Adviser, as well as
the Adviser itself.
5. Other Activities Not Restricted. Nothing in this Agreement shall
prevent the Adviser or any officer thereof from acting as investment
adviser for any other person, firm or corporation, nor shall it in any
way limit or restrict the Adviser 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 the Adviser 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 the Adviser acts as
investment adviser to other investment companies, and it expressly
consents to the Adviser acting as such; provided, however, that if in
the opinion of the Adviser, 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.
6. Amendment. This Agreement 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(es) which would require a change in the Adviser's
obligations hereunder shall be subject to the Adviser's approval, which
shall not be unreasonably withheld.
7. Duration and Termination of Agreement. This Agreement shall continue in
force with respect to a Series for an initial term of up to two years,
and then 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, or 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), and (b) 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. 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 the Adviser providing for investment advisory 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 the Adviser, 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).
8. 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.
9. 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 XXXXXX X. XXXXX
------------------------------------
Xxxxxx X. Xxxxx
Title: President
ATTEST:
XXX X. XXX
-------------------------------------
XXX X. XXX
-------------------------------------
Secretary
SECURITY INVESTORS, LLC
By XXXXXXX X. XXXXXXX
----------------------------
Xxxxxxx X. Xxxxxxx
Title: President
ATTEST:
XXX X. XXX
--------------------------------------
XXX X. XXX
--------------------------------------
Secretary
AMENDMENT TO
INVESTMENT MANAGEMENT AGREEMENT
WHEREAS, Security Equity Fund (the "Fund") and Security Investors, LLC (the
"Adviser") are parties to an Investment Management Agreement made and entered
into on January 27, 2000, and amended and restated effective as of November 18,
2005 and amended and restated as of February 8, 2008 (the "Agreement");
WHEREAS, on May 9, 2008, the Board of Directors of the Fund authorized the Fund
to offer its common stock in a new series designated as All Cap Value Series and
authorized changes to the Adviser's compensation in connection with the Alpha
Opportunity Series;
WHEREAS, the parties hereto wish to amend the Agreement to reflect the changes
authorized by the Board of Directors of the Fund;
NOW, THEREFORE, in consideration of the premises and mutual agreements made
herein, the parties agree as follows:
Section 3 of the Agreement is hereby deleted in its entirety and replaced with
the new Section 3 set forth below:
3. Compensation of the Adviser.
(a) As compensation for the investment advisory services to be
rendered by the Adviser to Global Series and Small Cap Growth
Series, for each of the years this Agreement is in effect,
each of the foregoing Series shall pay the Adviser 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 the Adviser to Equity Series and Select 25 Series,
for each of the years this Agreement is in effect, each of the
foregoing Series shall pay the Adviser an annual fee equal to
0.75% of its respective average daily net assets. As
compensation for the investment advisory services to be
rendered by the Adviser to Small Cap Value Series and Global
Institutional Fund, for each of the years this Agreement is in
effect, each of the foregoing Series shall pay the Adviser an
annual fee equal to 0.90% 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 the Adviser to Mid Cap Value Institutional
Fund, for each of the years this Agreement is in effect, Mid
Cap Value Institutional Fund shall pay the Adviser an annual
fee equal to 0.85% of average daily net assets. Such fee shall
be calculated daily and payable monthly. As
compensation for the investment advisory services to be
rendered by the Adviser to Mid Cap Value Series for each of
the years this Agreement is in effect, the Mid Cap Value
Series shall pay the Adviser an annual fee equal to 1.00% of
its average daily net assets of $200 million or less; plus an
annual rate of 0.75% of its average daily net assets of more
than $200 million. Such fee shall be calculated daily and
payable monthly. As compensation for the investment advisory
services to be rendered by the Adviser to All Cap Value Series
for each of the years this Agreement is in effect, the All Cap
Value Series shall pay the Adviser an annual fee equal to
0.70% 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 the Adviser to
Alpha Opportunity Series for each of the years this Agreement
is in effect, the Alpha Opportunity Series shall pay the
Adviser an annual fee equal to 1.25% of its average daily net
assets. Such fee shall be calculated daily and payable
monthly. If this Agreement shall be effective for only a
portion of a year, then the Adviser'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(es).
(b) For each of the Fund's fiscal years this Agreement remains in
force, the Adviser 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 the Adviser'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, the Adviser 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 caused this Amendment to the
Investment Management Agreement to be duly executed by their respective officers
thereto duly authorized as of August 15, 2008.
SECURITY EQUITY FUND
By
----------------------------
Xxxxx X. Xxxxxxx
Title: Vice President
ATTEST:
--------------------------------------
Xxxxx Xxxxxxxx
--------------------------------------
Assistant Secretary
SECURITY INVESTORS, LLC
By
----------------------------
Xxxxx X Xxxxxxx
Title: Vice President
ATTEST:
--------------------------------------
Xxxxx Xxxxxxxx
--------------------------------------
Assistant Secretary
