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:
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The undersigned agrees to abide by the foregoing terms and conditions.
Date: By:
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Signature
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Print Name Title
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Service Provider's Name
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Address
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City State Zip
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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 Equity Fund, All Cap Growth 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
Schedule "A" was amended on November 21, 2008 in order to add a new series of
Security Equity Fund, All Cap Growth Series.
