EXPENSE LIMITATION/FEE WAIVER AGREEMENT
THIS AGREEMENT, dated as of April 1, 2008, is made and entered into by and
between Security Investors, LLC (the "Adviser") and each of the registered
investment companies set forth on Schedule A (each such company being referred
to herein as a "Company"). This Agreement shall apply to each investment
portfolio of a Company as set forth in Schedule A (each a "Fund" and
collectively the "Funds").
WHEREAS, the Adviser has been appointed the investment adviser to the Funds
pursuant to agreements between each Company and the Adviser (each such agreement
an "Advisory Agreement"); and
WHEREAS, each Company, on its own behalf and on behalf of its investment
portfolios listed in Schedule A, and the Adviser desire to enter into the
arrangements described herein;
NOW, THEREFORE, it is agreed as follows:
1. A. With respect to the Funds identified as Group 1 Funds on Schedule A,
the Adviser hereby agrees, subject to Section 2 hereof, to reduce the fees
payable to it under the applicable Advisory Agreement (but not below zero) and
make any additional payments to the extent necessary to limit the ordinary
operating expenses (including Rule 12b-1 fees (if any), but exclusive of
brokerage costs, dividends on securities sold short, expenses of other
investment companies in which a Fund invests, interest, taxes, litigation,
indemnification, and extraordinary expenses (as determined under generally
accepted accounting principles)) ("Group 1 Operating Expenses") of each Group 1
Fund to an annual rate (as a percentage of the Fund's average daily net assets)
as set forth on Schedule A ("Group 1 Expense Limit") until January 31, 2010 for
the series of Security Equity Fund and Security Large Cap Value Fund and April
30, 2010 for the series of Security Income Fund.
B. With respect to the Funds identified as Group 2 Funds on Schedule A, the
Adviser hereby agrees, subject to Section 2 hereof, to limit the ordinary
operating expenses (excluding investment advisory fees (which shall include,
without limitation, amounts due the Advisor attributable to any performance
adjustment), Rule 12b-1 fees (if any), brokerage costs, dividends on securities
sold short, expenses of other investment companies in which a Fund invests,
interest, taxes, litigation, indemnification, and extraordinary expenses (as
determined under generally accepted accounting principles)) ("Group 2 Operating
Expenses") of each Group 2 Fund to an annual rate (as a percentage of the Fund's
average daily net assets) as set forth on Schedule A ("Group 2 Expense Limit")
until January 31, 2010 for the series of Security Equity Fund and April 30, 2010
for the series of SBL Fund.
C. With respect to the Funds identified as Group 3 Funds on Schedule A, the
Adviser hereby agrees to waive a portion of its fee under the Advisory Agreement
with respect to each Group 3 Fund as set forth on Schedule A until April 30,
2010.
2. If on any day or month, the estimated annualized Group 1 Operating
Expenses of a Group 1 Fund or Group 2 Operating Expenses of a Group 2 Fund as of
that day or month are less than the Group 1 Expense Limit or Group 2 Expense
Limit, as applicable, as of that day or
month, the Adviser shall be entitled to reimbursement by such Fund as set forth
below. The applicable Fund shall reimburse fees waived or reduced and other
payments remitted by the Adviser to such Fund pursuant to Section 1 hereof
during any of the previous thirty-six (36) months beginning with the effective
date of this Agreement (the "Reimbursement Amount"), to the extent that the
annualized Group 1 Operating Expenses of a Group 1 Fund or Group 2 Operating
Expenses of a Group 2 Fund, plus the amount so reimbursed by the Fund equals, as
of that day or month, the Group 1 Expense Limit or Group 2 Expense Limit, as
applicable and set forth in Schedule A, provided however, that such amount paid
by the Fund to the Adviser will in no event exceed the total of the
Reimbursement Amount and will not include any amounts previously reimbursed by
the Fund. Any amounts reimbursed by the Fund to the Adviser under this Section 2
shall not include any additional charges or fees, such as interest on the
Reimbursement Amount. Amounts so reimbursed by the Fund shall be allocated to
the oldest Reimbursement Amount during the previous thirty-six (36) month period
until fully reimbursed and thereafter (i.e., after the oldest Reimbursement
Amount has been fully reimbursed by the Fund), to the next oldest Reimbursement
Amount, and so on. Periodic adjustments to the Reimbursement Amount and related
reimbursement may be made by the Fund as necessary to ensure that the amount of
Group 1 Operating Expenses of a Group 1 Fund or Group 2 Operating Expenses of a
Group 2 Fund during any fiscal year never exceeds the Group 1 Expense Limit or
Group 2 Expense Limit, as applicable, for such Fund during that fiscal year. In
no event will a Fund be obligated to pay any fees waived or deferred by the
Adviser with respect to any other Fund.
3. (a) This Agreement shall in all cases be interpreted in a manner
consistent with the requirements of Revenue Procedure 96-47, 1996-2 CB 338, and
Revenue Procedure 99-40, I.R.B. 1999-46, 565 so as to avoid any possibility that
any Fund is deemed to have paid a preferential dividend. In the event of any
conflict between any term of this Agreement and the previous sentence, the
previous sentence shall control.
(b) In case a Fund has multiple classes of shares, any amount of fees
or expenses waived, paid or reimbursed pursuant to the terms of this
Agreement shall be allocated among the classes of shares of the Fund in
accordance with the terms of the Fund's multiple class plan pursuant to
Rule 18f-3 under the Investment Company Act of 1940 and in manner
consistent with that Rule.
4. The parties agree that this Agreement shall supersede any prior expense
limitation agreement between a Company and the Adviser with respect to such
Company's Funds listed on Schedule A.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date first above written.
SECURITY EQUITY FUND SECURITY INVESTORS, LLC
By: XXXXXX X. SWANK_____________ By: XXXXXXX X. GOLDMAN__________
Name: Xxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxxxx
Title: President Title: President
SECURITY LARGE CAP VALUE FUND SECURITY INCOME FUND
By: XXXXXX X. SWANK_____________ By: XXXXXX X. SWANK_______________
Name: Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx
Title: President Title: President
SBL FUND
By: XXXXXX X. SWANK____________
Name: Xxxxxx X. Xxxxx
Title: President
SCHEDULE A
DATED APRIL 1, 2008
Registered investment companies to which this Agreement applies, and their
respective Funds:
1. GROUP 1 FUNDS:
Security Equity Fund: Select 25 Fund (Class A, B and C) Mid Cap Value
Institutional Fund, Small Cap Value Fund (Class A, B, C and I) and Global
Institutional Fund
Security Large Cap Value Fund: Large Cap Value Fund (Class A, B and C) and Large
Cap Value Institutional Fund
Security Income Fund: Diversified Income Fund (Class A, B and C) and High Yield
Fund (Class A, B, C and I)
Group 1 Expense Limit:
FUND NAME AND SHARE CLASS EXPENSE LIMIT
Select 25 Fund - Class A 1.35%
Select 25 Fund - Class B 2.10%
Select 25 Fund - Class C 2.10%
Mid Cap Value Institutional Fund 1.10%
Small Cap Value Fund - Class A shares 1.55%
Small Cap Value Fund - Class C shares 2.30%
Small Cap Value Fund - Class I 1.30%
Global Institutional Fund 1.15%
Large Cap Value Fund - Class A 1.25%
Large Cap Value Fund - Class B 2.00%
Large Cap Value Fund - Class C 2.00%
Large Cap Value Institutional Fund 0.98%
Diversified Income Fund - Class A 0.95%
Diversified Income Fund - Class B 1.70%
Diversified Income Fund - Class C 1.70%
High Yield Fund - Class A 1.10%
High Yield Fund - Class B 1.85%
High Yield Fund - Class C 1.85%
High Yield Fund - Class I 0.85%
2. GROUP 2 FUNDS:
Security Equity Fund: Alpha Opportunity Fund (Class A, B and C)
SBL Fund: Alpha Opportunity Fund (Series Z)
Group 2 Expense Limit:
FUND NAME EXPENSE LIMIT
Alpha Opportunity Fund (Class A, B and C) 0.50%
Alpha Opportunity Fund (Series Z) 0.50%
3. GROUP 3 FUNDS:
SBL Fund: Diversified Income Fund (Series E) and Enhanced Index Fund (Series H)
Group 3 Fee Waiver:
FUND NAME FEE WAIVER
Diversified Income Fund (Series E) 0.15%
Enhanced Index Fund (Series H) 0.25%
