Guggenheim Alpha Opportunity Fund Class C (SAOCX) N-CSRS Certified semi-annual shareholder report (management investment company)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM N-CSR

CERTIFIED SHAREHOLDER REPORT OF REGISTERED

MANAGEMENT INVESTMENT COMPANIES

Investment Company Act file number 811-01136

SECURITY EQUITY FUND

(Exact name of registrant as specified in charter)

ONE SECURITY BENEFIT PLACE, TOPEKA, KANSAS 66636-0001

(Address of principal executive offices) (Zip code)

RICHARD M. GOLDMAN, PRESIDENT

SECURITY EQUITY FUND

ONE SECURITY BENEFIT PLACE

TOPEKA, KANSAS 66636-0001

(Name and address of agent for service)

Registrant’s telephone number, including area code: (785) 438-3000

Date of fiscal year end: September 30

Date of reporting period: March 31, 2009

Form N-CSR is to be used by management investment companies to file reports with the Commission not later than 10 days after the transmission to stockholders of any report that is required to be transmitted to stockholders under Rule 30e-1 under the Investment Company Act of 1940 (17 CFR 270.30e-1). The Commission may use the information provided on Form N-CSR in its regulatory, disclosure review, inspection, and policymaking roles.

A registrant is required to disclose the information specified by Form N-CSR, and the Commission will make this information public. A registrant is not required to respond to the collection of information contained in Form N-CSR unless the Form displays a currently valid Office of Management and Budget (“OMB”) control number. Please direct comments concerning the accuracy of the information collection burden estimate and any suggestions for reducing the burden to Secretary, Securities and Exchange Commission, 450 Fifth Street, NW, Washington, DC 20549-0609. The OMB has reviewed this collection of information under the clearance requirements of 44 U.S.C. §3507.

Item 1. Reports to Stockholders.

Security Equity Fund

Security Large Cap Value Fund

Security Mid Cap Growth Fund

March 31, 2009

Semi-Annual Report

(unaudited)

Table of Contents

Chairman’s Letter	2
Security Equity Fund
All Cap Value Series	4
Alpha Opportunity Series	14
Equity Series	28
Global Series	38
Global Institutional Series	46
Mid Cap Value Series	54
Mid Cap Value Institutional Series	64
Select 25 Series	72
Small Cap Growth Series	80
Small Cap Value Series	88
Security Large Cap Value Fund
Large Cap Value Fund	96
Large Cap Value Institutional Series	104
Security Mid Cap Growth Fund	112
Notes to Financial Statements	120
Directors’ Disclosure	133
Directors and Officers	135

1

Chairman’s Letter

May 16, 2009

  To Our Shareholders:   I am pleased to announce our new brand name, Rydex | SGI Funds, which reflects the array of quantitative alternative mutual funds offered through Rydex Investments and the traditional investment offerings which you have known as the Security Funds. With the integration of Rydex Investments and the Security Funds, we look forward to providing you with an expanded choice of funds managed by investment professionals committed to your best interests and future.

The six-month period ended March 31, 2009 began with one of the most precipitous and unnerving market drops in the past 20 years. Only during the final month of the period did the markets and economy begin to show signs of stability, preventing further collapse.

The end of the six-month period marked the one-year anniversary of the Federal Reserve Bank’s supported buyout of Bear Stearns by JPMorgan, the first major event in the current crisis. Historically, the average financial crisis has resulted in a 55% decline in stock prices, almost exactly the peak to trough drop for the S&P 500 during this crisis, only with more intensity. To add perspective, the 50% decline in stock prices in the wake of the dotcom bubble occurred over a three-year period. The wealth destruction in the recent market environment took a mere 11 months.

While uncertainty lessened in the first quarter, there were still many unknowns regarding the effects of the enormous budget proposal by the Obama administration and Treasury Secretary Geithner’s plan for troubled banks and toxic assets. Since the market lows of early March, the Federal Reserve and the Treasury Department unveiled and articulated plans to inject massive liquidity into the financial markets and remove toxic assets from bank balance sheets. However, investors continue to worry about these actions on individual businesses and consumers.

The outlook for economic growth throughout 2009 remains dismal and may continue into 2010 as unemployment continues to rise, but there is hope that the worst of the economic and market turmoil is behind us. Toward the end of the period, the rate of deceleration in the U.S. economy began to slow and there were indications of stabilization returning to the

housing market and interest rates, which remained at historic lows. While the housing market, and mortgage foreclosures, remains a key to the economy, a deceleration in the rate of decline does not foretell a recovery, but may indicate the beginning-of-the-end to the recession.

In March, markets bounced off lows due to a viewpoint that securities may have been oversold. Consumers continued to pay down debt and save at levels not seen in 15 years. As with all major downturns, it appears that a deep analysis of necessary business rationalization is in the early stages, fundamentally changing how organizations will operate, which should eventually support economic recovery.

It is in times as these when our core philosophy and the disciplined process of our investment strategies become paramount. Our managers continue to use a rigorous fundamental process to identify strong companies, focus on risk management, and remain opportunistic in our approach.

The economic and market conditions of the past six months reinforces how vital it is for investors to develop a strategy to meet their individual circumstances and to maintain a diversified portfolio. One of the key objectives of the Security Funds is to provide professional risk-managed investment portfolios that give shareholders the benefits of diversification and performance returns to help meet their goals over the long-term.

Thank you for your continued investments in the Rydex | SGI Funds.

Sincerely,

Richard M. Goldman

President and Chairman, Rydex | SGI Funds

The funds are distributed by Security Distributors, Inc. (SDI) and/or Rydex Distributors, Inc. (RDI). Security Global InvestorsSM is the investment advisory arm of Security Benefit Corporation (Security Benefit). Security Global Investors consists of Security Global Investors, LLC, Security Investors, LLC and Rydex Investments. Rydex Investments is the primary business name for PADCO Advisors, Inc. and PADCO Advisors II, Inc. SGI, SDI, Rydex Investments and RDI are affiliates and are all subsidiaries of Security Benefit.

2

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3

Performance Summary March 31, 2009 Security Equity Fund All Cap Value Series (unaudited)

PERFORMANCE

$10,000 Since Inception

This chart assumes a $10,000 investment in Class A shares of All Cap Value Series on October 3, 2008 (date of inception), reflects deduction of the 5.75% sales load and assumes all dividends reinvested. The chart does not reflect the deduction of taxes that a shareholder would pay on distributions or the redemption of fund shares. The Russell 3000 Value Index is an unmanaged index that measures the performance of the broad value segment of the U.S. equity universe. It includes those Russell 3000 companies with lower price-to-book ratios and lower forecasted growth values.

Average Annual Returns
Period Ended 3-31-09	Since Inception (10-03-08)
A Shares	(26.60%)
A Shares with sales charge	(30.82%)
C Shares	(26.80%)
C Shares with CDSC	(27.53%)
Institutional Class	(26.50%)

Period Ended 3-31-09

Since Inception (10-03-08)

The performance data above represents past performance that is not predictive of future results. The investment return and principal value of an investment in the Series will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than their original cost. The figures above do not reflect deduction of the maximum front-end sales charge of 5.75% for Class A shares or the contingent deferred sales charge of 1% for Class C shares, as applicable, except where noted. The figures do not reflect the deduction of taxes that a shareholder would pay on distributions or redemption of shares. Such figures would be lower if the maximum sales charge and any applicable taxes were deducted. Fee waivers and/or reimbursements reduced expenses of the Series and in the absence of such waiver, the performance quoted would be reduced.

Portfolio Composition by Sector as of 3-31-09
Consumer Discretionary	10.00%
Consumer Staples	8.92
Energy	11.69
Financials	9.96
Health Care	8.30
Industrials	18.49
Information Technology	9.60
Materials	4.64
Telecommunication Services	0.93
Utilities	6.03
Exchange Traded Funds	2.85
Cash & Other Assets, Less Liabilities	8.59
Total Net Assets	100.00%

  4   The accompanying notes are an integral part of the financial statements

Performance Summary March 31, 2009 Security Equity Fund All Cap Value Series (unaudited)

Information About Your Series Expenses

Calculating your ongoing Series expenses

Example

As a shareholder of the Series, you incur two types of costs: (1) transaction costs, which may include sales charges (loads) on purchase payments; contingent deferred sales charges on redemptions; and redemption fees, if any; and (2) ongoing costs, including management fees; distribution and/or service fees (12b-1); and other Series expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in the Series and to compare these costs with ongoing costs of investing in other mutual funds. The example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period October 3, 2008 (commencement of operations) through March 31, 2009.

Actual Expenses

The first line for each class of shares in the table provides information about actual account values and actual expenses. You may use the information in this table, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the table under the heading entitled “Expenses Paid During the Period” to estimate the expenses you paid on your account during this period.

Hypothetical Example for Comparison Purposes

The second line for each class of shares in the table provides information about hypothetical account values and hypothetical expenses based on the Series actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Series actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Series and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other mutual funds.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as sales charges (loads) on purchase payments, contingent deferred sales charges on redemptions, and redemption fees, if any. Therefore, the second line for each class of shares is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.

Series Expenses
		Beginning Account Value 10/3/2008*	Ending Account Value 3/31/2009 1	Expenses Paid During Period 2
All Cap Value
Series - Class A
Actual		$1,000.00	$734.00	$5.77
Hypothetical		1,000.00	1,018.00	6.72
All Cap Value
Series - Class C
Actual		1,000.00	732.00	8.97
Hypothetical	��	1,000.00	1,014.62	10.43
All Cap Value
Series- Institutional Class
Actual		1,000.00	735.00	4.71
Hypothetical		1,000.00	1,019.66	5.48

^* Commencement of operations

¹ The actual ending account value is based on the actual total return of the Series for the period October 3, 2008 (commencement of operations) to March 31, 2009 after actual expenses and will differ from the hypothetical ending account value which is based on the Series expense ratio and a hypothetical annual return of 5% before expenses. The actual cumulative return at net asset value for the period October 3, 2008 to March 31, 2009 was (26.60%), (26.80%) and (26.50%) for Class A, C and Institutional shares, respectively.

² Expenses are equal to the Series annualized expense ratio (1.42%, 2.17% and 1.17% for Class A, C, and Institutional shares, respectively), net of any applicable fee waivers, multiplied by the average account value over the period, multiplied by 176/365 (to reflect the period since commencement of operations).

5

Schedule of Investments March 31, 2009 (unaudited) Security Equity Fund All Cap Value Series

	Shares	Value
COMMON STOCKS - 91.4%
Aerospace & Defense - 1.9%
United Technologies Corporation	302	$	12,980
Air Freight & Logistics - 2.3%
FedEx Corporation	349		15,527
Apparel Retail - 0.6%
Brown Shoe Company, Inc.	401		1,504
Chico's FAS, Inc. *	160		859
Talbots, Inc.	460		1,615
			3,978
Apparel, Accessories & Luxury
Goods - 0.6%
Fossil, Inc. *	100		1,570
Maidenform Brands, Inc. *	183		1,676
Oxford Industries, Inc.	115		710
			3,956
Biotechnology - 0.0%
Combinatorx, Inc. *	440		273
Building Products - 1.0%
Trex Company, Inc. *	200		1,526
USG Corporation *	650		4,947
			6,473
Cable & Satellite - 0.5%
Time Warner Cable, Inc.	127		3,156
Coal & Consumable Fuels - 0.9%
Evergreen Energy, Inc. *	1,500		2,088
USEC, Inc. *	874		4,195
			6,283
Communications Equipment - 0.6%
Symmetricom, Inc. 1,*	1,220		4,270
Computer Hardware - 1.7%
Hewlett-Packard Company	364		11,670
Computer Storage &
Peripherals - 0.5%
STEC, Inc. *	441		3,250
Construction & Engineering - 1.4%
Insituform Technologies, Inc. *	304		4,755
URS Corporation *	126		5,091
			9,846
Construction Materials - 1.3%
Eagle Materials, Inc.	400		9,700
Consumer Finance - 0.6%
First Marblehead Corporation *	3,021		3,897
Data Processing & Outsourced
Services - 4.3%
Affiliated Computer Services, Inc. *	77		3,688
Computer Sciences Corporation *	218		8,031
Western Union Company	1,370		17,221
			28,940
Department Stores-3.2%
JC Penney Company, Inc.	1,101		22,097

	Shares	Value
COMMON STOCKS - 91.4% (continued)
Diversified Banks - 1.0%
Wells Fargo & Company	486	$	6,921
Diversified Chemicals - 0.5%
Dow Chemical Company	382		3,220
Drug Retail - 1.4%
CVS Caremark Corporation	336		9,237
Electric Utilities - 4.2%
Allete, Inc.	80		2,135
Edison International	612		17,633
Empire District Electric Company	60		866
Great Plains Energy, Inc.	242		3,260
Northeast Utilities	116		2,504
Westar Energy, Inc.	131		2,296
			28,694
Electrical Components &
Equipment - 0.3%
Power-One, Inc. 1,*	2,307		2,030
Electronic Manufacturing
Services - 1.5%
Maxwell Technologies, Inc. 1,*	646		4,490
Tyco Electronics, Ltd.	510		5,630
			10,120
Exchange Traded Funds - 2.8%
iShares Russell 1000 Value Index Fund	239		9,701
iShares S&P 500 Value Index Fund	260		9,672
			19,373
Forest Products - 0.2%
Louisiana-Pacific Corporation	693		1,545
Gas Utilities - 0.5%
Atmos Energy Corporation	151		3,491
Health Care Equipment - 3.2%
Aspect Medical Systems, Inc. *	263		1,102
Covidien, Ltd.	230		7,645
Hospira, Inc. *	423		13,054
			21,801
Health Care Facilities - 0.3%
Community Health Systems, Inc. *	125		1,918
Health Care Services - 1.7%
Medco Health Solutions, Inc. *	173		7,152
Mednax, Inc. *	100		2,947
Providence Service Corporation *	100		688
RehabCare Group, Inc. *	48		837
			11,624
Highways & Railtracks - 0.1%
Quixote Corporation 1	142		493
Home Furnishings - 0.8%
Leggett & Platt, Inc.	398		5,170
Home Improvement Retail - 2.9%
Lowe's Companies, Inc.	1,092		19,929

  6   The accompanying notes are an integral part of the financial statements

Schedule of Investments March 31, 2009 Security Equity Fund All Cap Value Series

	Shares	Value
COMMON STOCKS - 91.4% (continued)
Human Resources & Employment
Services - 0.4%
Administaff, Inc.	125	$	2,641
Hypermarkets & Super
Centers - 2.5%
Wal-Mart Stores, Inc.	324		16,880
Independent Power Producers &
Energy Traders - 0.8%
NRG Energy, Inc. *	300		5,280
Industrial Conglomerates - 3.0%
General Electric Company	806		8,149
McDermott International, Inc. *	915		12,252
			20,401
Industrial Machinery - 1.7%
Dover Corporation	106		2,796
Harsco Corporation	100		2,217
Parker Hannifin Corporation	200		6,796
			11,809
Insurance Brokers - 0.2%
Arthur J Gallagher & Company	75		1,275
Integrated Oil & Gas - 5.6%
Chevron Corporation	214		14,390
ConocoPhillips	238		9,320
Exxon Mobil Corporation	206		14,029
			37,739
Integrated Telecommunication
Services - 0.9%
Windstream Corporation	787		6,343
Managed Health Care - 1.1%
Aetna, Inc.	300		7,299
Movies & Entertainment - 1.4%
Time Warner, Inc.	507		9,787
Multi-Line Insurance - 0.7%
American Financial Group, Inc.	292		4,687
Multi-Utilities - 0.5%
SCANA Corporation	117		3,614
Oil & Gas Drilling - 0.4%
Helmerich & Payne, Inc.	116		2,641
Oil & Gas Equipment &
Services - 1.7%
Global Industries, Ltd. *	1,304		5,007
Halliburton Company	438		6,776
			11,783
Oil & Gas Exploration &
Production - 2.0%
Chesapeake Energy Corporation	400		6,824
Goodrich Petroleum Corporation *	100		1,936
Gulfport Energy Corporation *	162		376
Newfield Exploration Company *	19		431
PetroHawk Energy Corporation *	200		3,846
			13,413

	Shares	Value
COMMON STOCKS - 91.4% (continued)
Oil & Gas Storage &
Transportation - 1.1%
Southern Union Company	191	$	2,907
Williams Companies, Inc.	424		4,825
			7,732
Other Diversified Financial
Services - 1.1%
JPMorgan Chase & Company	276		7,336
Packaged Foods & Meats - 3.1%
Hormel Foods Corporation	261		8,277
JM Smucker Company	124		4,621
Smithfield Foods, Inc. *	281		2,658
TreeHouse Foods, Inc. *	203		5,845
			21,401
Paper Packaging - 1.2%
Bemis Company, Inc.	234		4,907
Sonoco Products Company	155		3,252
			8,159
Paper Products - 0.5%
Schweitzer-Mauduit International, Inc.	166		3,064
Pharmaceuticals - 2.0%
Schering-Plough Corporation	577		13,588
Property & Casualty
Insurance - 6.0%
Alleghany Corporation *	18		4,972
Assured Guaranty, Ltd.	100		677
Berkshire Hathaway, Inc. (Cl.B) *	8		22,560
Employers Holdings, Inc.	169		1,612
Hanover Insurance Group, Inc.	142		4,092
United America Indemnity, Ltd. *	71		285
W.R. Berkley Corporation	290		6,540
			40,738
Railroads - 2.4%
Kansas City Southern *	127		1,614
Union Pacific Corporation	354		14,553
			16,167
Regional Banks - 0.4%
Wilmington Trust Corporation	300		2,907
Research & Consulting
Services - 3.1%
Equifax, Inc.	637		15,574
ICF International, Inc. *	100		2,297
Navigant Consulting, Inc. *	245		3,202
			21,073
Security & Alarm Services - 0.6%
GeoEye, Inc. *	200		3,950
Semiconductors - 1.0%
IXYS Corporation 1	884		7,125
Specialty Chemicals-0.9%
Rohm & Haas Company	62		4,888
Zoltek Companies, Inc. *	150		1,022
			5,910

  7   The accompanying notes are an integral part of the financial statements

Schedule of Investments March 31, 2009 (unaudited) Security Equity Fund All Cap Value Series

	Shares	Value
COMMON STOCKS - 91.4% (continued)
Tobacco - 1.9%
Philip Morris International, Inc.	371	$13,200
Trucking - 0.4%
Saia, Inc. *	210	2,510
TOTAL COMMON STOCKS
(cost $822,758)		$622,314
Total Investments - 91.4%
(cost $822,758)		$622,314
Cash & Other Assets, Less Liabilities - 8.6%		58,492
Total Net Assets - 100.0%		$680,806

For federal income tax purposes the identified cost of investments owned at March 31, 2009 was $822,758.

* Non-income producing security

¹ Security is deemed illiquid. The total market value of illiquid securities is $18,408 (cost $24,790), or 2.7% of total net assets.

  8   The accompanying notes are an integral part of the financial statements

Security Equity Fund

All Cap Value Series

(unaudited)

Statement of Assets and Liabilities

March 31, 2009

Assets:
Investments, at value*	$	622,314
Cash		35,480
Receivables:
Securities sold		152
Dividends		1,480
Security Investors		4,654
Prepaid expenses		25,906
Total assets		689,986
Liabilities:
Payable for:
Management fees		372
Custodian fees		499
Transfer agent/maintenance fees		18
Administration fees		275
Professional fees		5,133
12b-1 distribution plan fees		222
Directors’ fees		277
Other		2,384
Total liabilities		9,180
Net assets	$	680,806
Net assets consist of:
Paid in capital	$	903,002
Undistributed net investment income		2,460
Accumulated net realized loss on sale of investments		(24,212)
Net unrealized depreciation in value of investments		(200,444)
Net assets	$	680,806
Class A:
Capital shares outstanding (unlimited number of shares authorized)		34,393
Net assets	$	252,541
Net asset value and redemption price per share .	$	7.34
Maximum offering price per share (net asset value divided by 94.25%)	$	7.79
Class C:
Capital shares outstanding (unlimited number of shares authorized)		29,932
Net assets	$	219,003
Net asset value, offering and redemption price per share (excluding any applicable contingent deferred sales charge)	$	7.32
Institutional Class:
Capital shares outstanding (unlimited number of shares authorized)		28,464
Net assets	$	209,262
Net asset value, offering and redemption price per share (excluding any applicable contingent deferred sales charge)	$	7.35
*Investments, at cost	$	822,758

Statement of Operations

For the Period Ended March 31, 2009*

Investment Income:
Dividends	$	7,482
Interest		114
Total investment income		7,596
Expenses:
Management fees		2,162
Transfer agent/maintenance fees		54
Administration fees		692
Custodian fees		2,203
Directors’ fees		294
Professional fees		6,076
Reports to shareholders		2,384
Registration fees		17,378
Other expenses		1,741
12b-1 distribution fees - Class A		272
12b-1 distribution fees - Class C		1,079
Total expenses		34,335
Less:
Reimbursement of expenses - Class A		(9,838)
Reimbursement of expenses - Class C		(9,760)
Reimbursement of expenses - Institutional Class		(9,601)
Net expenses		5,136
Net investment income		2,460
Net Realized and Unrealized Gain (Loss):
Net realized gain (loss) during the period on:
Investments		(24,212)
Net realized loss		(24,212)
Net unrealized appreciation (depreciation) during the period on:
Investments		(200,444)
Net unrealized depreciation		(200,444)
Net loss		(224,656)
Net decrease in net assets resulting from operations	$	(222,196)

*For the period from October 3, 2008 (commencement of operations) to March 31, 2009.

  9 The accompanying notes are an integral part of the financial statements

Statement of Changes in Net Assets Security Equity Fund All Cap Value Series

	Period Ended March 31, 2009*
Increase (decrease) in net assets from operations:
Net investment income	$	2,460
Net realized loss during the period on investments		(24,212	)
Net unrealized depreciation during the period on investments		(200,444	)
Net decrease in net assets resulting from operations		(222,196	)
Capital share transactions:
Proceeds from sale of shares
Class A		322,321
Class C		296,051
Institutional Class		284,637
Cost of shares redeemed
Class A		(7	)
Net increase from capital share transactions		903,002
Net increase in net assets		680,806
Net assets:
Beginning of period		–
End of period	$	680,806
Undistributed net investment income at end of period	$	2,460
Capital share activity:
Shares sold
Class A		34,394
Class C		29,932
Institutional Class		28,464
Shares redeemed
Class A		(1	)

* For the period October 3, 2008 (commencement of operations) to March 31, 2009.

  10   The accompanying notes are an integral part of the financial statements

Financial Highlights Selected data for each share of capital stock outstanding throughout each period Security Equity Fund All Cap Value Series

Class A	Period Ended March 31, 2009a
Per Share Data
Net asset value, beginning of period	$10.00
Income (loss) from investment operations:
Net investment incomeb	0.03
Net loss on securities (realized and unrealized)	(2.69)
Total from investment operations	(2.66)
Net asset value, end of period	$7.34
Total Return c	(26.60%)
Ratios/Supplemental Data
Net assets, end of period (in thousands)	$253
Ratios to average net assets:
Net investment income	0.92%
Total expensesd	10.10%
Net expensese	1.42%
Net expenses prior to custodian earning credits and net of expense waivers	1.42%
Portfolio turnover rate	30%
Class C	Period Ended March 31, 2009a
Per Share Data
Net asset value, beginning of period	$10.00
Income (loss) from investment operations:
Net investment incomeb	0.01
Net loss on securities (realized and unrealized)	(2.69)
Total from investment operations	(2.68)
Net asset value, end of period	$7.32
Total Return c	(26.80%)
Ratios/Supplemental Data
Net assets, end of period (in thousands)	$219
Ratios to average net assets:
Net investment income	0.18%
Total expensesd	10.83%
Net expensese	2.17%
Net expenses prior to custodian earning credits and net of expense waivers	2.17%
Portfolio turnover rate	30%

11 The accompanying notes are an integral part of the financial statements

Financial Highlights Selected data for each share of capital stock outstanding throughout each period Security Equity Fund
All Cap Value Series

Institutional Class	Period Ended March 31, 2009a
Per Share Data
Net asset value, beginning of period	$10.00
Income (loss) from investment operations:
Net investment incomeb	0.04
Net loss on securities (realized and unrealized)	(2.69)
Total from investment operations	(2.65)
Net asset value, end of period	$7.35
Total Return	(26.50%)
Ratios/Supplemental Data
Net assets, end of period (in thousands)	$209
Ratios to average net assets:
Net investment income	1.14%
Total expensesd	9.87%
Net expensese	1.17%
Net expenses prior to custodian earning credits and net of expense waivers	1.17%
Portfolio turnover rate	30%

^a Security All Cap Value Series was initially capitalized on October 3, 2008 with a net asset value of $10 per share. Percentage amounts for the period, except total return, have been annualized.

^b Net investment income (loss) was computed using average shares outstanding throughout the period.

^c Total return information does not reflect deduction of any sales charges imposed at the time of purchase for Class A shares or upon redemption for Class C shares.

^d Total expense information reflects expense ratios absent expense reductions by the Investment Manager and custodian earnings credits, as applicable.

^e Net expense information reflects the expense ratios after voluntary expense waivers, reimbursements and custodian earnings credits, as applicable.

  12   The accompanying notes are an integral part of the financial statements

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13

Performance Summary March 31, 2009 Security Equity Fund Alpha Opportunity Series (unaudited)

PERFORMANCE

$10,000 Since Inception

This chart assumes a $10,000 investment in Class A shares of Alpha Opportunity Series on July 7, 2003 (date of inception), reflects deduction of the 5.75% sales load and assumes all dividends reinvested. The chart does not reflect the deduction of taxes that a shareholder would pay on distributions or the redemption of fund shares. The S&P 500 Index is a capitalization weighted index composed of 500 selected common stocks that represent the broad domestic economy and is a widely recognized unmanaged index of market performance.

Average Annual Returns
Periods Ended 3-31-09	1 Year	5 Years	Since Inception
A Shares	(37.05%)	(2.00%)	1.54% (7-07-03)
A Shares with sales charge	(40.65%)	(3.15%)	0.50% (7-07-03)
B Shares	(37.55%)	(2.75%)	0.77% (7-07-03)
B Shares with CDSC	(40.67%)	(2.99%)	0.77% (7-07-03)
C Shares	(37.72%)	(2.78%)	0.75% (7-07-03)
C Shares with CDSC	(38.34%)	(2.78%)	0.75% (7-07-03)
Institutional Class	–	–	(11.80%) (11-07-08)
The performance data above represents past performance that is not predictive of future results. The investment return and principal value of an investment in the Series will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than their original cost. The figures above do not reflect deduction of the maximum front-end sales charge of 5.75% for Class A shares or the contingent deferred sales charge of 5% for Class B shares and 1% for Class C shares, as applicable, except where noted. The figures do not reflect the deduction of taxes that a shareholder would pay on distributions or redemption of shares. Such figures would be lower if the maximum sales charge and any applicable taxes were deducted. Fee waivers and/or reimbursements reduced expenses of the Series and in the absence of such waiver, the performance quoted would be reduced.

Portfolio Composition by Sector as of 3-31-09*
Consumer Discretionary	5.98%
Consumer Staples	8.40
Energy	0.63
Financials	(1.21)
Health Care	0.55
Industrials	5.09
Information Technology	8.43
Materials	0.02
Telecommunication Services	0.82
Utilities	(0.91)
Exchange Traded Funds	1.24
U.S. Government Sponsored Agencies	14.63
Repurchase Agreement	9.70
Short Term Investments	21.44
Cash & Other Assets, Less Liabilities	25.19
Total Net Assets	100.00%

*Securities sold short are netted with long positions in common stocks in the appropriate sectors.

  14   The accompanying notes are an integral part of the financial statements

Performance Summary March 31, 2009 Security Equity Fund Alpha Opportunity Series (unaudited)

Information About Your Series Expenses

Calculating your ongoing Series expenses

Example

As a shareholder of the Series, you incur two types of costs: (1) transaction costs, which may include sales charges (loads) on purchase payments; contingent deferred sales charges on redemptions; and redemption fees, if any; and (2) ongoing costs, including management fees; distribution and/or service fees (12b-1); and other Series expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in the Series and to compare these costs with ongoing costs of investing in other mutual funds. The example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period October 1, 2008 or November 7, 2008 (commencement of operations) through March 31, 2009.

Actual Expenses

The first line for each class of shares in the table provides information about actual account values and actual expenses. You may use the information in this table, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the table under the heading entitled “Expenses Paid During the Period” to estimate the expenses you paid on your account during this period.

Hypothetical Example for Comparison Purposes

The second line for each class of shares in the table provides information about hypothetical account values and hypothetical expenses based on the Series actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Series actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Series and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other mutual funds.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as sales charges (loads) on purchase payments, contingent deferred sales charges on redemptions, and redemption fees, if any. Therefore, the second line for each class of shares is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher

Series Expenses
	Beginning Account Value 10/1/2008	Ending Account Value 3/31/2009 1	Expenses Paid During Period 2
Alpha Opportunity
Series - Class A
Actual	$1,000.00	$688.03	$8.25
Hypothetical	1,000.00	1,015.16	9.85
Alpha Opportunity
Series - Class B
Actual	1,000.00	685.88	11.43
Hypothetical	1,000.00	1,011.37	13.64
Alpha Opportunity
Series - Class C
Actual	1,000.00	683.97	11.38
Hypothetical	1,000.00	1,011.42	13.59
Alpha Opportunity
Series - Institutional Class *
Actual	1,000.00	882.00	5.12
Hypothetical	1,000.00	1,018.05	6.94

* November 7, 2008 (commencement of operations)

¹ The actual ending account value is based on the actual total return of the Series for the period October 1, 2008 or November 7, 2008 (commencement of operations), as applicable, to March 31, 2009 after actual expenses and will differ from the hypothetical ending account value which is based on the Series expense ratio and a hypothetical annual return of 5% before expenses. The actual cumulative return at net asset value for the period October 1, 2008 or November 7, 2008 (commencement of operations), as applicable, to March 31, 2009 was (31.20%), (31.41%), (31.60%) and (11.80%) for Class A, B, C and Institutional Class shares, respectively.

² Expenses are equal to the Series annualized expense ratio (1.99%, 2.80%, 2.80% and 1.80% for Class A, B, C and Institutional Class shares, respectively), net of any applicable fee waivers, multiplied by the average account value over the period, multiplied by 180/365 (to reflect the one-half year period) for Class A, B and C shares, and multiplied by 141/365 (to reflect the period since commencement of operations) for Institutional Class shares.

15

Schedule of Investments	Security Equity Fund
	Alpha Opportunity Series
March 31, 2009	(unaudited)

	Shares	Value
COMMON STOCKS - 70.5%
Aerospace & Defense - 2.0%
Lockheed Martin Corporation 1,2	3,753	$259,070
Northrop Grumman Corporation 1,2	1,100	48,004
		307,074
Agricultural Products - 2.1%
Archer-Daniels-Midland Company 3	11,897	330,499
Airlines - 0.5%
Airtran Holdings, Inc. *	18,224	82,919
Apparel Retail - 3.9%
Aeropostale, Inc. *	4,439	117,900
Chico’s FAS, Inc. *	24,298	130,479
Gap, Inc. 1,2	6,000	77,940
Gymboree Corporation 1,2,*	3,000	64,050
Jos A. Bank Clothiers, Inc. *	934	25,975
Ltd. Brands, Inc. 1,2	5,100	44,370
Ross Stores, Inc. 1,2	2,100	75,348
TJX Companies, Inc. 1,2	3,600	92,304
		628,366
Apparel, Accessories & Luxury
Goods - 1.6%
Carter’s, Inc. *	11,999	225,701
Phillips-Van Heusen Corporation 1,2	800	18,144
		243,845
Automobile Manufacturers - 0.1%
Honda Motor Company, Ltd. ADR	835	19,790
Automotive Retail - 0.8%
Carmax, Inc. *	2,804	34,882
O'Reilly Automotive, Inc. *	2,618	91,656
		126,538
Biotechnology - 1.0%
Amgen, Inc. 1,2,*	1,800	89,136
Cephalon, Inc. *	890	60,609
		149,745
Casinos & Gaming - 0.1%
Ameristar Casinos, Inc.	1,401	17,625
Communications Equipment - 0.5%
Harmonic, Inc. 1,2,*	11,000	71,500
Computer & Electronics
Retail - 0.3%
RadioShack Corporation 1,2	5,100	43,707
Computer Storage &
Peripherals - 0.2%
China Digital TV Holding Company,
Ltd. ADR	434	2,921
STEC, Inc. *	2,804	20,665
		23,586
Construction & Engineering - 3.6%
Aecom Technology Corporation *	3,739	97,513
Foster Wheeler AG *	2,137	37,333
Granite Construction, Inc.	3,972	148,872

	Shares	Value
COMMON STOCKS - 70.5% (continued)
Construction & Engineering - 3.6%
(continued)
MasTec, Inc. *	3,037	$36,717
MYR Group, Inc. *	4,921	75,045
Quanta Services, Inc. *	5,140	110,253
URS Corporation *	1,168	47,199
		552,932
Construction & Farm Machinery &
Heavy Trucks - 1.8%
Joy Global, Inc. 1,2	9,080	193,404
Trinity Industries, Inc. 1,2	10,200	93,228
		286,632
Diversified Banks - 0.6%
Wells Fargo & Company	7,009	99,808
Electrical Components &
Equipment - 0.4%
AO Smith Corporation 1,2	2,800	70,504
Electronic Components - 0.1%
AU Optronics Corporation ADR	1,669	14,003
Environmental & Facilities
Services - 0.8%
Tetra Tech, Inc. *	6,542	133,326
Exchange Traded Funds - 2.4%
Claymore	6,022	56,245
iShares Silver Trust *	5,140	65,792
SPDR Gold Trust *	2,804	253,146
		375,183
Food Retail - 0.5%
Safeway, Inc. 1,2	3,900	78,741
General Merchandise
Stores - 0.8%
Family Dollar Stores, Inc. 1,2	3,700	123,469
Gold - 0.4%
Harmony Gold Mining Company,
Ltd. ADR *	2,804	30,676
Iamgold Corporation	2,504	21,409
Yamana Gold, Inc.	835	7,724
		59,809
Health Care Distributors - 0.6%
Owens & Minor, Inc. 1,2	2,700	89,451
Health Care Equipment - 0.6%
Baxter International, Inc. 1,2	1,800	92,196
China Medical Technologies, Inc.
ADR	280	3,856
		96,052
Health Care Facilities - 0.4%
Kindred Healthcare, Inc. 1,2,*	3,900	58,305
Health Care Services - 0.5%
Lincare Holdings, Inc. 1,2,*	3,800	82,840

  16   The accompanying notes are an integral part of the financial statements

Schedule of Investments March 31, 2009 Security Equity Fund Alpha Opportunity Series (unaudited)

	Shares	Value
COMMON STOCKS - 70.5% (continued)
Home Entertainment Software - 3.7%
Shanda Interactive Entertainment, Ltd. ADR 1,2,*	15,100	$596,902
Homebuilding - 0.6%
DR Horton, Inc.	1,402	13,599
Pulte Homes, Inc.	7,242	79,155
		92,754
Homefurnishing Retail - 0.3%
Rent-A-Center, Inc. *	2,103	40,735
Hotels, Resorts & Cruise Lines - 1.7%
Choice Hotels International, Inc. 3	10,247	264,578
Human Resources & Employment Services - 0.9%
Watson Wyatt Worldwide, Inc. 1,2	2,901	143,222
Hypermarkets & Super Centers - 0.7%
Wal-Mart Stores, Inc. 1,2	2,200	114,620
Independent Power Producers & Energy Traders - 0.7%
Constellation Energy Group, Inc. 1,2	5,100	105,366
Industrial Conglomerates - 0.3%
General Electric Company 1,2	4,200	42,462
Industrial Machinery - 0.3%
Watts Water Technologies, Inc. 1,2	2,800	54,768
Integrated Oil & Gas - 0.5%
ConocoPhillips 1,2	1,500	58,740
StatoilHydro ASA ADR	835	14,562
		73,302
Integrated Telecommunication Services - 1.7%
AT&T, Inc. 1,2	10,600	267,120
Internet Retail - 2.1%
Amazon.com, Inc. 3,*	4,439	326,000
Internet Software & Services - 0.3%
Akamai Technologies, Inc. *	2,569	49,839
Investment Banking & Brokerage - 2.0%
Greenhill & Company, Inc.	2,987	220,590
Knight Capital Group, Inc. *	2,570	37,882
MF Global, Ltd. *	5,607	23,718
Morgan Stanley	934	21,267
		303,457
IT Consulting & Other Services - 0.5%
Accenture, Ltd.	2,153	59,186

	Shares	Value
COMMON STOCKS - 70.5% (continued)
IT Consulting & Other Services - 0.5% (continued)
MAXIMUS, Inc.	531	$21,166
		80,352
Life Sciences Tools & Services - 2.9%
Charles River Laboratories International, Inc. 1,2,*	2,000	54,420
Illumina, Inc. *	6,075	226,232
Life Technologies Corporation 1,2,*	2,800	90,944
Millipore Corporation 1,2,*	1,800	103,338
		474,934
Managed Health Care - 0.2%
WellCare Health Plans, Inc. 1,2,*	2,300	25,875
Mortgage REIT’s - 0.2%
Annaly Capital Management, Inc.	1,968	27,296
Movies & Entertainment - 0.9%
Marvel Entertainment, Inc. 1,2,*	5,400	143,370
Multi-Line Insurance - 0.7%
Genworth Financial, Inc. 1,2	4,000	7,600
HCC Insurance Holdings, Inc.	4,306	108,468
		116,068
Oil & Gas Exploration & Production -1.3%
Anadarko Petroleum
Corporation 1,2	2,755	107,142
Concho Resources, Inc. *	467	11,951
EnCana Corporation	334	13,564
Southwestern Energy Company *	2,431	72,176
		204,833
Oil & Gas Refining & Marketing - 1.0%
NuStar Energy, LP	1,169	53,903
Sunoco, Inc.	934	24,732
Western Refining, Inc.	7,009	83,687
		162,322
Packaged Foods & Meats - 0.5%
Cosan, Ltd. *	2,449	6,000
Dean Foods Company *	4,382	79,227
		85,227
Personal Products - 0.2%
Herbalife, Ltd. 1,2	2,500	37,450
Pharmaceuticals - 2.9%
Biovail Corporation	1,135	12,428
Forest Laboratories, Inc. 1,2,*	3,400	74,664
Johnson & Johnson 1,2	5,000	263,001
Teva Pharmaceutical Industries, Ltd. ADR	1,069	48,158
Viropharma, Inc. 1,2,*	9,900	51,975
		450,226
Property & Casualty Insurance - 0.6%
ACE, Ltd.	961	38,824

  17   The accompanying notes are an integral part of the financial statements

Schedule of Investments March 31, 2009 Security Equity Fund Alpha Opportunity Series (unaudited)

	Shares	Value
COMMON STOCKS - 70.5% (continued)
Property & Casualty Insurance - 0.6% (continued)
Amtrust Financial Services, Inc. 1,2	6,000	$57,300
		96,124
Regional Banks - 1.2%
Commerce Bancshares, Inc.	0	2
First Horizon National Corporation	17,897	192,214
		192,216
Reinsurance - 1.3%
Endurance Specialty Holdings, Ltd. 1,2	3,000	74,820
RenaissanceRe Holdings, Ltd.	934	46,177
Validus Holdings, Ltd.	3,423	81,057
		202,054
Restaurants - 1.4%
BJ’s Restaurants, Inc. *	802	11,156
Jack in the Box, Inc. 1,2,*	5,869	136,689
Papa John’s International, Inc. *	3,271	74,808
		222,653
Semiconductor Equipment - 0.2%
Amkor Technology, Inc. 1,2,*	9,200	24,656
Semiconductors - 3.4%
Atmel Corporation *	65,543	237,922
Broadcom Corporation *	1,402	28,012
Cree, Inc. *	4,138	97,367
Cypress Semiconductor Corporation *	16,622	112,531
Nvidia Corporation *	1,168	11,516
PMC - Sierra, Inc. *	7,944	50,683
Taiwan Semiconductor Manufacturing Company, Ltd. ADR	835	7,473
		545,504
Soft Drinks - 0.4%
Hansen Natural Corporation *	1,636	58,896
Systems Software - 3.4%
CA, Inc. 1,2	19,362	340,964
Check Point Software Technologies *	3,196	70,984
McAfee, Inc. *	934	31,289
Symantec Corporation 1,2,*	5,900	88,146
		531,383
Technology Distributors - 0.7%
Arrow Electronics, Inc. 1,2,*	2,600	49,556
Avnet, Inc. 1,2,*	3,100	54,281
		103,837
Tobacco - 4.0%
Altria Group, Inc. 1,2	16,700	267,534
Philip Morris International, Inc. 1,2	9,800	348,683
		616,217

	Shares	Value
COMMON STOCKS - 70.5% (continued)
Trucking - 0.2%
Con-way, Inc. 1,2	1,700	$30,481
TOTAL COMMON STOCKS (cost $14,283,791)		$11,073,348
	Shares	Value
FOREIGN STOCKS - 7.3%
Canada - 2.3%
Agnico-Eagle Mines, Ltd.	6,195	$356,057
France - 0.3%
UBISOFT Entertainment *	2,446	44,712
Germany - 2.5%
Volkswagen AG 3	1,300	399,455
Japan - 0.6%
JGC Corporation	4,288	48,347
NTT DoCoMo, Inc.	39	52,680
		101,027
Portugal - 0.7%
BRISA	15,796	109,119
South Africa - 0.2%
Aveng, Ltd.	9,842	27,061
United Kingdom - 0.7%
Cadbury plc	5,903	44,636
Imperial Tobacco Group plc	2,724	61,284
		105,920
TOTAL FOREIGN STOCKS (cost $1,219,858)		$1,143,351
	Principal Amount	Value
U.S. GOVERNMENT SPONSORED AGENCY BONDS & NOTES - 14.6%
Federal Home Loan Mortgage Corporation
0.36%, 4/27/20091	$1,000,000	$999,964
0.30%, 5/4/20093	800,000	799,875
Federal National Mortgage Association
0.70%, 4/20/20093	500,000	499,987
TOTAL U.S. GOVERNMENT SPONSORED AGENCY BONDS & NOTES (cost $2,299,422)		$2,299,826
	Principal Amount	Value
SHORT TERM INVESTMENTS - 21.4%
State Street General Account U.S. Government Fund	$3,370,252	$3,370,252
TOTAL SHORT TERM INVESTMENTS (cost $3,370,252)		$3,370,252

  18   The accompanying notes are an integral part of the financial statements

Schedule of Investments March 31, 2009 (unaudited) Security Equity Fund Alpha Opportunity Series

	Principal Amount	Value
REPURCHASE AGREEMENT - 9.7%
State Street, 0.01%, dated 3/31/09, matures 4/01/09; repurchase amount $1,525,478 (Collateralized by U.S. Treasury Note, 07/02/09 with a value of $1,559,220)	$1,525,478	$1,525,478
TOTAL REPURCHASE AGREEMENT
(cost $1,525,478)		$1,525,478
Total Investments - 123.5%
(cost $22,698,801)		$19,412,255
Liabilities, Less Cash & Other Assets - (23.5)%		(3,689,398	)
Total Net Assets - 100.0%		$15,722,857

Schedule of Securities Sold Short

	Shares		Value
COMMON STOCKS - (25.5)%
Advertising - (0.4)%
Focus Media Holding, Ltd. ADR 4 ,*	(2,130	)	$(63,900	)
Air Freight & Logistics - (0.1)%
United Parcel Service, Inc. (Cl.B)	(387	)	(19,048	)
Alternative Carriers - (0.2)%
Global Crossing, Ltd. 4,*	(1,800	)	(28,746	)
Application Software - (0.1)%
Autodesk, Inc. *	(773	)	(12,994	)
Biotechnology - (3.3)%
Acorda Therapeutics, Inc. 4,*	(2,800	)	(74,900	)
Alnylam Pharmaceuticals, Inc. 4,*	(2,900	)	(85,289	)
Cepheid, Inc. 4,*	(5,300	)	(81,620	)
Regeneron Pharmaceuticals, Inc. 4,*	(3,180	)	(69,038	)
Rigel Pharmaceuticals, Inc. 4,*	(3,050	)	(78,324	)
Savient Pharmaceuticals, Inc. 4,*	(2,420	)	(48,013	)
Vertex Pharmaceuticals, Inc. 4,*	(2,600	)	(71,942	)
			(509,126	)
Building Products - (0.9)%
USG Corporation 4,*	(4,940	)	(141,877	)
Communications
Equipment - (0.3)%
Riverbed Technology, Inc. 4,*	(3,280	)	(43,624	)
Computer Hardware - (0.1)%
Hewlett-Packard Company	(580	)	(18,595	)
Computer Storage &
Peripherals - (0.3)%
Intermec, Inc. 4,*	(2,740	)	(54,307	)
Diversified Banks - (3.4)%
Wells Fargo & Company 4	(12,384	)	(539,689	)

	Shares		Value
COMMON STOCKS - (25.5)% (continued)
Diversified Metals &
Mining - (0.2)%
Ivanhoe Mines, Ltd. 4,*	(4,440	)	$(37,030	)
Electric Utilities - (1.6)%
Korea Electric Power Corporation ADR 4	(18,310	)	(247,734	)
Exchange Traded Funds - (1.1)%
Currency Shares Euro Trust	(387	)	(51,421	)
iShares Barclays 20+ Year
Treasury Bond Fund	(966	)	(102,115	)
iShares MSCI Germany Index
Fund	(552	)	(8,258	)
iShares MSCI South Korea Index
Fund	(359	)	(10,221	)
SPDR KBW Regional Banking ETF	(387	)	(7,438	)
			(179,453	)
Food Retail - (0.1)%
Whole Foods Market, Inc.	(607	)	(10,198	)
Health Care Equipment - (0.4)%
Intuitive Surgical, Inc. 4,*	(200	)	(56,100	)
Health Care Supplies - (0.5)%
Align Technology, Inc. 4,*	(6,100	)	(74,420	)
Health Care Technology - (0.6)%
athenahealth, Inc. 4,*	(2,500	)	(89,625	)
Home Entertainment
Software - (0.2)%
Electronic Arts, Inc. 4,*	(900	)	(36,720	)
Internet Software &
Services - (1.7)%
Baidu, Inc. ADR 4,*	(200	)	(53,726	)
Equinix, Inc. 4,*	(1,000	)	(79,940	)
SAVVIS, Inc. 4,*	(5,700	)	(84,017	)
VeriSign, Inc. 4,*	(1,200	)	(30,756	)
			(248,439	)
Leisure Products - (1.8)%
Pool Corporation 4	(11,639	)	(288,065	)
Life Sciences Tools &
Services - (1.6)%
AMAG Pharmaceuticals, Inc. 4,*	(1,900	)	(82,954	)
Exelixis, Inc. 4,*	(4,500	)	(28,845	)
Luminex Corporation 4,*	(2,500	)	(63,725	)
Sequenom, Inc. 4,*	(3,810	)	(78,524	)
			(254,048	)
Oil & Gas Exploration &
Production - (0.7)%
BPZ Resources, Inc. 4,*	(5,700	)	(107,160	)
Pharmaceuticals - (0.9)%
Auxilium Pharmaceuticals, Inc. 4,*	(1,540	)	(56,703	)
Sepracor, Inc. 4,*	(1,400	)	(24,500	)
XenoPort, Inc. 4,*	(1,376	)	(63,062	)
			(144,265	)

  19   The accompanying notes are an integral part of the financial statements

Schedule of Investments March 31, 2009 (unaudited) Security Equity Fund Alpha Opportunity Series

	Shares	Value
COMMON STOCKS - (25.5)% (continued)
Regional Banks - (0.7)%
PrivateBancorp, Inc. 4	(2,390)	$(102,770)
Semiconductor Equipment - (0.2)%
Varian Semiconductor Equipment Associates, Inc. 4,*	(1,260)	(33,037)
Semiconductors - (1.1)%
Cree, Inc. 4,*	(4,000)	(109,840)
Rambus, Inc. 4,*	(3,600)	(55,224)
		(165,064)
Soft Drinks - (0.6)%
Hansen Natural Corporation 4,*	(3,250)	(96,232)
Specialized Finance - (0.4)%
CME Group, Inc.	(276)	(68,004)
Specialty Chemicals - (0.3)%
Zoltek Companies, Inc. 4,*	(2,700)	(49,221)
Systems Software - (0.7)%
Red Hat, Inc. 4,*	(2,610)	(46,589)
VMware, Inc. 4,*	(2,400)	(68,592)
		(115,181)
Wireless Telecommunication Services - (1.0)%
Clearwire Corporation 4,*	(2,530)	(28,665)
Leap Wireless International, Inc. 4,*	(1,500)	(65,100)
SBA Communications Corporation 4,*	(2,400)	(69,096)
		(162,861)
TOTAL COMMON STOCKS SOLD SHORT
(proceeds $3,973,206)		$(3,997,533)
	Shares	Value
FOREIGN STOCKS - (23.2)%
Australia - (1.4)%
Aquila Resources, Ltd. 4,*	(2,500)	$(21,907)
Arrow Energy, Ltd. 4,*	(8,900)	(22,965)
Ausenco, Ltd. 4	(2,100)	(22,658)
Queensland Gas Company, Ltd. 4,*	(12,800)	(49,787)
Riversdale Mining, Ltd. 4,*	(6,700)	(50,985)
Sino Gold Mining, Ltd. 4,5,*	(8,600)	(35,368)
Western Areas NL 4,*	(6,200)	(44,457)
		(248,127)
Austria - (2.8)%
bwin Interactive Entertainment AG 4,*	(1,600)	(45,582)
Erste Group Bank AG 4	(5,200)	(319,536)
Intercell AG 4,*	(1,900)	(74,840)
		(439,958)
Bermuda - (0.1)%
C C Land Holdings, Ltd. 4	(50,000)	(13,945)
Canada - (1.5)%
Agnico-Eagle Mines, Ltd. 4	(1,800)	(119,002)
Silver Wheaton Corporation 4,*	(6,100)	(64,046)
Trican Well Service, Ltd. 4	(2,000)	(34,043)
		(217,091)

	Shares	Value
FOREIGN STOCKS - (23.2)% (continued)
China - (1.7)%
Anhui Conch Cement Company, Ltd. 4	(4,500)	$(20,259)
Beijing Capital International Airport Company, Ltd. 4	(218,000)	(188,550)
China Communications Construction Company, Ltd. 4	(15,000)	(15,536)
China National Building Material Company, Ltd. 4	(14,700)	(19,910)
China National Materials Company, Ltd. 4,*	(34,400)	(17,537)
		(261,792)
Germany - (3.8)%
Premiere AG 4,*	(4,000)	(65,668)
Volkswagen AG 4	(1,300)	(539,375)
		(605,043)
Gibraltar - (0.3)%
PartyGaming plc 4	(15,200)	(57,210)
Hong Kong - (0.4)%
China Merchants Holdings International Company, Ltd. 4	(3,100)	(11,047)
Franshion Properties China, Ltd. 4	(79,400)	(22,104)
Fushan International Energy Group, Ltd. 4,*	(66,000)	(23,727)
		(56,878)
Ireland - (0.2)%
Ryanair Holdings plc 4,*	(9,600)	(35,971)
Isle Of Man - (0.3)%
Genting International plc 4,*	(124,900)	(41,123)
Japan - (3.3)%
Access Company, Ltd. 4,*	(17)	(32,755)
Aeon Mall Company, Ltd. 4	(1,700)	(52,093)
Aozora Bank, Ltd. 4	(16,300)	(26,250)
Japan Steel Works, Ltd. 4	(1,500)	(20,809)
Marui Group Company, Ltd. 4	(29,100)	(219,527)
Mizuho Financial Group, Inc. 4	(11,000)	(45,461)
Mizuho Trust & Banking Company, Ltd. 4	(17,700)	(24,682)
Modec, Inc. 4	(900)	(23,195)
Monex Group, Inc. 4	(78)	(27,384)
Tokyo Broadcasting System, Inc. 4	(1,300)	(21,836)
Toyo Tanso Company, Ltd. 4	(500)	(27,007)
		(520,999)
Norway - (0.2)%
Sevan Marine ASA 4,*	(5,900)	(30,951)
Portugal - (3.0)%
BRISA 4	(44,400)	(461,804)
Spain - (0.3)%
Zeltia S.A. 4	(8,000)	(54,559)
Sweden - (2.5)%
Electrolux AB 4	(30,100)	(395,762)
Switzerland - (0.9)%
Basilea Pharmaceutica 4,*	(500)	(83,364)
Meyer Burger Technology AG 4,*	(200)	(49,878)
		(133,242)

  20   The accompanying notes are an integral part of the financial statements

Schedule of Investments March 31, 2009 (unadited) Security Equity Fund Alpha Opportunity Series

	Shares	Value
FOREIGN STOCKS - (23.2)% (continued)
United Kingdom - (0.5)%
Imperial Energy Corporation plc 4,*	(3,900)	$(77,681)
TOTAL FOREIGN STOCKS SOLD SHORT
(proceeds $3,495,580)		$(3,652,136)
TOTAL SECURITIES SOLD SHORT - (48.7%)
(proceeds $7,468,786)		$(7,649,669)

For federal income tax purposes the identified cost of investments owned at March 31, 2009 was $23,017,253.

ADR         American Depositary Receipt

plc         Public Limited Company

^* Non-income producing security

¹ Security is segregated as collateral for open short positions.

² Security is deemed illiquid. The total market value of illiquid securities is $5,581,800 (cost $8,577,438), or 35.5% of total net assets. The securities were liquid at time of purchase. This security is deemed illiquid due to the Series exposure to Lehman Brothers International Europe ("LBIE") prime brokerage services.

³ Security is segregated as collateral for open futures contracts.

⁴ Security is fair valued by the Valuation Committee at March 31, 2009. The total market value of fair valued securities amounts to $(7,341,377) (cost $(7,166,694)), or (46.7%) of total net assets.

⁵ Security is a PFIC (Passive Foreign Investment Company).

21 The accompanying notes are an integral part of the financial statements

Security Equity Fund

Alpha Opportunity Series

(unaudited)

Statement of Assets and Liabilities March 31, 2009
Assets:
Investments, at value*	$19,412,255
Cash	93,863
Cash denominated in a foreign currency, at value***	544,332
Restricted cash	708,516
Restricted cash denominated in a foreign currency, at value****	2,668,108
Receivables:
Fund shares sold	6
Securities sold	822,985
Interest	549
Dividends	24,458
Variation margin	31,500
Security Investors	6,665
Prepaid expenses	34,757
Total assets	24,347,994
Liabilities:
Securities sold short, at value**	7,649,669
Payable for:
Securities purchased	705,752
Fund shares redeemed	195,085
Dividends on short sales	7,126
Management fees	16,433
Transfer agent/maintenance fees	3,531
Administration fees	5,572
Professional fees	35,710
12b-1 distribution plan fees	4,973
Directors’ fees	1,286
Total liabilities	8,625,137
Net assets	$15,722,857
Net assets consist of:
Paid in capital	$35,266,071
Accumulated net investment loss	(93,055)
Accumulated net realized loss on sale of investments and foreign currency transactions	(16,026,684)
Net unrealized depreciation in value of investments and translation of assets and liabilities in foreign currencies	(3,423,475)
Net assets	$15,722,857
Class A:
Capital shares outstanding (unlimited number of shares authorized)	1,564,269
Net assets	$10,072,699
Net asset value and redemption price per share	$6.44
Maximum offering price per share (net asset value divided by 94.25%)	$6.83
Class B:
Capital shares outstanding (unlimited number of shares authorized)	246,301
Net assets	$1,495,198
Net asset value, offering and redemption price per share (excluding any applicable contingent deferred sales charge)	$6.07
Class C:
Capital shares outstanding (unlimited number of shares authorized)	334,772
Net assets	$2,027,733
Net asset value, offering and redemption price per share (excluding any applicable contingent deferred sales charge)	$6.06
Class Institutional:
Capital shares outstanding (unlimited number of shares authorized)	241,294
Net assets	$2,127,227
Net asset value, offering and redemption price per share (excluding any applicable contingent deferred sales charge)	$8.82
*Investments, at cost	$22,698,801
**Securities sold short, proceeds	7,468,786
***Cash denominated in a foreign currency, at cost	571,928
****Restricted cash denominated in a foreign currency, at cost	2,803,373

Statement of Operations For the Six Months Ended March 31, 2009
Investment Income:
Dividends (net of foreign withholding tax of $1,176)	$151,844
Interest	33,077
Total investment income	184,921
Expenses:
Management fees	140,140
Transfer agent/maintenance fees	78,577
Administration fees	25,889
Custodian fees	16,009
Directors' fees	1,097
Professional fees	94,951
Reports to shareholders	6,342
Registration fees	19,806
Other expenses	2,913
Dividends on short sales	6,897
12b-1 distribution fees - Class A	18,552
12b-1 distribution fees - Class B	12,263
12b-1 distribution fees - Class C	14,354
Total expenses	437,790
Less:
Reimbursement of expenses - Class A	(120,157)
Reimbursement of expenses - Class B	(19,401)
Reimbursement of expenses - Class C	(25,233)
Reimbursement of expenses - Institutional Class	(24,871)
Earnings credits applied	(5,723)
Net expenses	242,405
Net investment loss	(57,484)
Net Realized and Unrealized Gain (Loss):
Net realized gain (loss) during the period on:
Investments	(8,880,819)
Securities sold short	205,505
Foreign currency transactions	(146,295)
Futures	(3,881,478)
Net realized loss	(12,703,087)
Net unrealized appreciation (depreciation) during the period on:
Investments	344,825
Securities sold short	(255,763)
Futures	1,114,290
Translation of assets and liabilities in foreign currencies	(75,027)
Net unrealized appreciation	1,128,325
Net loss	(11,574,762)
Net decrease in net assets resulting from operations	$(11,632,246)

  22   The accompanying notes are an integral part of the financial statements

	Security Equity Fund Alpha Opportunity Series
Statement of Changes in Net Assets

	Six Months Ended March 31, 2009 (unaudited)			Year Ended September 30, 2008
Increase (decrease) in net assets from operations:
Net investment loss	$	(57,484	)	$	(630,670	)
Net realized loss during the period on investments and foreign currency transactions		(12,703,087	)		(1,900,322	)
Net unrealized appreciation (depreciation) during the period on investments and translation of assets and liabilities in foreign currencies		1,128,325			(5,203,245	)
Net (decrease) in net assets resulting from operations		(11,632,246	)		(7,734,237	)
Distributions to shareholders from:
Net realized gain
Class A		–			(4,624,275	)
Class B		–			(730,879	)
Class C		–			(959,211	)
Return of capital
Class A		–			(508,721	)
Class B		–			(80,405	)
Class C		–			(105,524	)
Total distributions to shareholders		–			(7,009,015	)
Capital share transactions:
Proceeds from sale of shares
Class A		1,465,581			20,613,127
Class B		3,368			5,409,786
Class C		7,885			3,698,851
Institutional Class		4,976,825			–
Distributions reinvested
Class A		–			5,033,793
Class B		–			802,594
Class C		–			960,779
Cost of shares redeemed
Class A		(13,689,380	)		(9,305,440	)
Class B		(2,453,883	)		(2,099,606	)
Class C		(1,492,902	)		(1,872,076	)
Institutional Class		(2,402,560	)		–
Net increase (decrease) from capital share transactions		(13,585,066	)		23,241,808
Net increase (decrease) in net assets		(25,217,312	)		8,498,556
Net assets:
Beginning of period		40,940,169			32,441,613
End of period	$	15,722,857		$	40,940,169
Accumulated net investment loss at end of period	$	(93,055	)	$	(35,571	)
Capital share activity:
Shares sold
Class A		200,512			1,869,043
Class B		152			505,963
Class C		789			335,936
Institutional Class		502,377			–
Shares reinvested
Class A		–			463,090
Class B		–			77,545
Class C		–			92,829
Shares redeemed
Class A		(1,903,617	)		(863,491	)
Class B		(361,665	)		(210,696	)
Class C		(222,460	)		(186,349	)
Institutional Class		(261,083	)		–

23 The accompanying notes are an integral part of the financial statements

Financial Highlights	Security Equity Fund
Selected data for each share of capital stock outstanding throughout each period	Alpha Opportunity Series

Class A	Six Months Ended March 31, 2009	a	2008	b	2007	2006	2005	Year Ended September 30, 2004
Per Share Data
Net asset value, beginning of period	$9.37		$13.94		$12.23	$12.37	$11.79	$10.21
Income (loss) from investment operations:
Net investment lossc	(0.01)		(0.16)		(0.01)	(0.06)	(0.10)	(0.16)
Net gain (loss) on securities (realized and unrealized)	(2.92)		(1.68)		2.99	0.93	1.50	2.33
Total from investment operations	(2.93)		(1.84)		2.98	0.87	1.40	2.17
Less distributions:
Distributions from realized gains	–		(2.57)		(1.27)	(1.01)	(0.82)	(0.59)
Return of capital	–		(0.16)		–	–	–	–
Total distributions	–		(2.73)		(1.27)	(1.01)	(0.82)	(0.59)
Net asset value, end of period	$6.44		$9.37		$13.94	$12.23	$12.37	$11.79
Total Return d	(31.20%)		(15.99%)		26.10%	7.39%	12.26%	21.68%
Ratios/Supplemental Data
Net assets, end of period (in thousands)	$10,073		$30,615		$25,072	$20,595	$14,622	$6,556
Ratios to average net assets:
Net investment loss	(0.36%)		(1.44%)		(0.08%)	(0.50%)	(0.83%)	(1.48%)
Total expensese	3.68%		3.41% f		2.88%	3.20%	2.94%	3.57%
Net expensesg	1.95%		3.16% h		2.68%	3.01%	2.86%	2.78%
Net expenses prior to custodian earning credits and net of expense waivers	1.99%		3.32% i		2.88%	3.10%	2.86%	2.79%
Net expenses prior to performance fee adjustmentj	N/A		2.75% k		2.77%	2.82%	2.78%	2.78%
Portfolio turnover rate	269%		1,248%		1,697%	1,302%	1,502%	1,175%
Class B	Six Months Ended March 31, 2009	a	2008	b	2007	2006	2005	Year Ended September 30, 2004
Per Share Data
Net asset value, beginning of period	$8.87		$13.42		$11.90	$12.15	$11.68	$10.20
Income (loss) from investment operations:
Net investment lossc	(0.04)		(0.23)		(0.09)	(0.15)	(0.18)	(0.25)
Net gain (loss) on securities (realized and unrealized)	(2.76)		(1.59)		2.88	0.91	1.47	2.32
Total from investment operations	(2.80)		(1.82)		2.79	0.76	1.29	2.07
Less distributions:
Distributions from realized gains	–		(2.57)		(1.27)	(1.01)	(0.82)	(0.59)
Return of capital	–		(0.16)		–	–	–	–
Total distributions	–		(2.73)		(1.27)	(1.01)	(0.82)	(0.59)
Net asset value, end of period	$6.07		$8.87		$13.42	$11.90	$12.15	$11.68
Total Return d	(31.41%)		(16.66%)		25.14%	6.56%	11.39%	20.68%
Ratios/Supplemental Data
Net assets, end of period (in thousands)	$1,495		$5,391		$3,154	$4,846	$4,106	$2,324
Ratios to average net assets:
Net investment loss	(1.12%)		(2.18%)		(0.77%)	(1.24%)	(1.60%)	(2.25%)
Total expensese	4.38%		4.16% f		3.59%	3.95%	3.69%	4.29%
Net expensesg	2.70%		3.89% h		3.39%	3.76%	3.61%	3.53%
Net expenses prior to custodian earning credits and net of expense waivers	2.80%		4.04% i		3.59%	3.85%	3.61%	3.53%
Net expenses prior to performance fee adjustmentj	N/A		3.49% k		3.51%	3.57%	3.53%	3.53%
Portfolio turnover rate	269%		1,248%		1,697%	1,302%	1,502%	1,175%

24 The accompanying notes are an integral part of the financial statements

Financial Highlights	Security Equity Fund
Selected data for each share of capital stock outstanding throughout each period	Alpha Opportunity Series

Class C	Six Months Ended March 31, 2009	a	2008	b	2007	2006	2005	Year Ended September 30, 2004
Per Share Data
Net asset value, beginning of period	$8.87		$13.43		$11.90	$12.15	$11.68	$10.20
Income (loss) from investment operations:
Net investment lossc	(0.04)		(0.23)		(0.10)	(0.15)	(0.18)	(0.25)
Net gain (loss) on securities (realized and unrealized)	(2.77)		(1.60)		2.90	0.91	1.47	2.32
Total from investment operations	(2.81)		(1.83)		2.80	0.76	1.29	2.07
Less distributions:
Distributions from realized gains	–		(2.57)		(1.27)	(1.01)	(0.82)	(0.59)
Return of capital	–		(0.16)		–	–	–	–
Total distributions	–		(2.73)		(1.27)	(1.01)	(0.82)	(0.59)
Net asset value, end of period	$6.06		$8.87		$13.43	$11.90	$12.15	$11.68
Total Return d	(31.60%)		(16.63%)		25.24%	6.56%	11.39%	20.68%
Ratios/Supplemental Data
Net assets, end of period (in thousands)	$2,028		$4,935		$4,216	$5,576	$7,813	$3,143
Ratios to average net assets:
Net investment loss	(1.09%)		(2.21%)		(0.77%)	(1.18%)	(1.58%)	(2.24%)
Total expensese	4.56%		4.16% f		3.60%	3.95%	3.68%	4.30%
Net expensesg	2.70%		3.93% h		3.40%	3.75%	3.61%	3.53%
Net expenses prior to custodian earning credits and net of expense waivers	2.80%		4.09% i		3.60%	3.83%	3.61%	3.53%
Net expenses prior to performance fee adjustmentj	N/A		3.51% k		3.51%	3.57%	3.53%	3.53%
Portfolio turnover rate	269%		1,248%		1,697%	1,302%	1,502%	1,175%

Institutional Class	Year Ended March 31, 2009l
Per Share Data
Net asset value, beginning of period	$10.00
Income (loss) from investment operations:
Net investment incomec	0.02
Net gain on securities (realized and unrealized)	(1.20)
Total from investment operations	(1.18)
Net asset value, end of period	$8.82
Total Return	(11.80%)
Ratios/Supplemental Data
Net assets, end of period (in thousands)	$2,127
Ratios to average net assets:
Net investment income	0.49%
Total expensese	4.00%
Net expensesg	1.70%
Net expenses prior to custodian earning credits and net of expense waivers	1.80%
Net expenses prior to performance fee adjustmentj	N/A
Portfolio turnover rate	269%

25 The accompanying notes are an integral part of the financial statements

Financial Highlights Selected data for each share of capital stock outstanding throughout each period Security Equity Fund Alpha Opportunity Series

^a Unaudited figures for the six months ended March 31, 2009. Percentage amounts for the period, except total return, have been annualized.

^b Security Global Investors, LLC (SGI) became the sub-adviser of 37.5% of the assets of the Alpha Opportunity Series effective August 18, 2008. Also effective August 18, 2008, Mainstream Investment Advisers, LLC (Mainstream) sub-advises 37.5% of the assets and Security Investors, LLC (SI) manages 25% of the assets. Prior to August 18, 2008, SI paid Mainstream sub-advisory fees for 60% of the assets. SI managed the remaining 40% of the assets.

^c Net investment income (loss) was computed using average shares outstanding throughout the period.

^d Total return information does not reflect deduction of any sales charges imposed at the time of purchase for Class A shares or upon redemption for Class B and C shares.

^e Total expense information reflects expense ratios absent expense reductions by the Investment Manager and custodian earnings credits, as applicable.

^f The Series has restated its financial highlights in order to properly present the Series' total expense ratios. The effect of this restatement was to increase the ratios of total expenses to average net assets by 0.45% for Class A, 1.03% for Class B and 0.14% for Class C.

^g Net expense information reflects the expense ratios after voluntary expense waivers, reimbursements and custodian earnings credits, as applicable.

^h The Series has restated this ratio in order to properly present the Series' net expense ratios. The effect of this restatement was to increase the ratios of net expenses to average net assets by 0.41% for Class A, 0.96% for Class B and 0.13% for Class C.

ⁱ The Series has restated this ratio in order to properly present the Series' net expense ratios prior to custodian earning credits and net of expense waivers. The effect of this restatement was to increase the ratios of net expenses prior to custodian earning credits and net of expense waivers to average net assets by 0.44% for Class A, 1.00% for Class B and 0.14% for Class C.

^j Net expenses prior to performance fee adjustment reflect ratios after voluntary expense waivers, reimbursements, custodian earnings credits, and before performance fees adjustments, as applicable.

^k The Series has restated this ratio in order to properly present the Series' net expense ratios prior to performance fee adjustment. The effect of this restatement was to increase the ratios of net expenses prior to performance fee adjustment to average net assets by 0.36% for Class A, 0.87% for Class B and 0.11% for Class C.

^l The Institutional Class of Alpha Opportunity Series was initially capitalized on November 7, 2008 with a net asset value of $10 per share. Percentage amounts for the period, except total return, have been annualized.

  26   The accompanying notes are an integral part of the financial statements

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27

Performance Summary March 31, 2009 Security Equity Fund Equity Series (unaudited)

PERFORMANCE

$10,000 Over Ten Years

This chart assumes a $10,000 investment in Class A shares of Equity Series on March 31, 1999, reflects deduction of the 5.75% sales load and assumes all dividends reinvested. The chart does not reflect the deduction of taxes that a shareholder would pay on distributions or the redemption of fund shares. The S&P 500 Index is a capitalization capitalization weighted index composed of 500 selected common stocks that represent the broad domestic economy and is a widely recognized unmanaged index on market performance.

Average Annual Returns
Periods Ended 3-31-09	1 Year	5 Years	10 Years
A Shares	(38.80%)	(7.77%)	(6.16%)
A Shares with sales charge	(42.30%)	(8.85%)	(6.71%)
B Shares	(39.29%)	(8.47%)	(6.79%)
B Shares with CDSC	(42.32%)	(8.71%)	(6.79%)
C Shares	(39.30%)	(8.47%)	(6.98%)
C Shares with CDSC	(39.91%)	(8.47%)	(6.98%)
The performance data above represents past performance that is not predictive of future results. The investment return and principal value of an investment in the Series will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than their original cost. The figures above do not reflect deduction of the maximum front-end sales charge of 5.75% for Class A shares or the contingent deferred sales charge of 5% for Class B shares and 1% for Class C shares, as applicable, except where noted. The figures do not reflect the deduction of taxes that a shareholder would pay on distributions or redemption of shares. Such figures would be lower if the maximum sales charge and any applicable taxes were deducted.

Portfolio Composition by Sector as of 3-31-09
Consumer Discretionary	10.33%
Consumer Staples	10.89
Energy	9.80
Financials	8.86
Health Care	12.17
Industrials	16.15
Information Technology	18.26
Materials	6.34
Telecommunication Services	0.55
Utilities	2.22
Exchange Traded Funds	0.95
Cash & Other Assets, Less Liabilities	3.48
Total Net Assets	100.00%

  28   The accompanying notes are an integral part of the financial statements

Performance Summary March 31, 2009 Security Equity Fund Equity Series (unaudited)

Information About Your Series Expenses

Calculating your ongoing Series expenses

Example

As a shareholder of the Series, you incur two types of costs: (1) transaction costs, which may include sales charges (loads) on purchase payments; contingent deferred sales charges on redemptions; and redemption fees, if any; and (2) ongoing costs, including management fees; distribution and/or service fees (12b-1); and other Series expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in the Series and to compare these costs with ongoing costs of investing in other mutual funds. The example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period October 1, 2008 through March 31, 2009.

Actual Expenses

The first line for each class of shares in the table provides information about actual account values and actual expenses. You may use the information in this table, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the table under the heading entitled “Expenses Paid During the Period” to estimate the expenses you paid on your account during this period.

Hypothetical Example for Comparison Purposes

The second line for each class of shares in the table provides information about hypothetical account values and hypothetical expenses based on the Series actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Series actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Series and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other mutual funds.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as sales charges (loads) on purchase payments, contingent deferred sales charges on redemptions, and redemption fees, if any. Therefore, the second line for each class of shares is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.

Series Expenses
	Beginning Account Value 10/1/2008	Ending Account Value 3/31/2009 1	Expenses Paid During Period 2
Equity Series - Class A
Actual	$1,000.00	$711.14	$6.53
Hypothetical	1,000.00	1,017.30	7.70
Equity Series - Class B
Actual	1,000.00	708.52	9.71
Hypothetical	1,000.00	1,013.56	11.45
Equity Series - Class C
Actual	1,000.00	708.94	9.71
Hypothetical	1,000.00	1,013.56	11.45

¹ The actual ending account value is based on the actual total return of the Series for the period October 1, 2008 to March 31, 2009 after actual expenses and will differ from the hypothetical ending account value which is based on the Series expense ratio and a hypothetical annual return of 5% before expenses. The actual cumulative return at net asset value for the period October 1, 2008 to March 31, 2009 was (28.89%), (29.15%) and (29.11%), for Class A, B and C shares, respectively.

² Expenses are equal to the Series annualized expense ratio (1.53%, 2.28% and 2.29% for Class A, B, and C shares, respectively), net of any applicable fee waivers, multiplied by the average account value over the period, multiplied by 182/365 (to reflect the one-half year period).

29

Schedule of Investments March 31, 2009 (unaudited) Security Equity Fund Equity Series

	Shares	Value
COMMON STOCKS - 96.5%
Advertising - 1.3%
Omnicom Group, Inc.	80,200	$1,876,680
Aerospace & Defense - 2.8%
Honeywell International, Inc.	77,770	2,166,672
United Technologies Corporation	42,700	1,835,246
		4,001,918
Air Freight & Logistics - 1.5%
FedEx Corporation	49,200	2,188,908
Asset Management & Custody Banks - 1.6%
Bank of New York Mellon Corporation	83,245	2,351,671
Biotechnology - 1.8%
Gilead Sciences, Inc. *	55,385	2,565,433
Broadcasting - 0.1%
CBS Corporation	47,000	184,240
Building Products - 0.8%
USG Corporation *	151,800	1,155,198
Cable & Satellite - 0.3%
Time Warner Cable, Inc.	15,487	384,085
Communications Equipment - 2.4%
Qualcomm, Inc.	89,895	3,497,814
Computer Hardware - 5.9%
Apple, Inc. *	25,640	2,695,277
Dell, Inc. *	168,350	1,595,958
Hewlett-Packard Company	127,735	4,095,184
		8,386,419
Construction Materials - 0.6%
Vulcan Materials Company	19,400	859,226
Consumer Finance - 0.2%
First Marblehead Corporation *	173,842	224,256
Data Processing & Outsourced Services - 2.0%
Western Union Company	232,200	2,918,754
Department Stores - 2.7%
JC Penney Company, Inc.	84,300	1,691,901
Kohl's Corporation *	54,850	2,321,252
		4,013,153
Diversified Banks - 1.2%
U.S. Bancorp	57,521	840,382
Wells Fargo & Company	59,900	852,976
		1,693,358
Diversified Chemicals - 0.3%
Dow Chemical Company	49,600	418,128
Drug Retail - 3.3%
CVS Caremark Corporation	173,635	4,773,226

	Shares	Value
COMMON STOCKS - 96.5% (continued)
Electric Utilities - 1.7%
Edison International	86,500	$2,492,065
Electrical Components & Equipment - 1.6%
Emerson Electric Company	82,430	2,355,849
Electronic Manufacturing Services - 0.7%
Tyco Electronics, Ltd.	85,600	945,024
Exchange Traded Funds - 0.9%
iShares Russell 1000 Value Index Fund	17,100	694,089
iShares S&P 500 Value Index Fund	18,300	680,760
		1,374,849
Fertilizers & Agricultural Chemicals - 3.2%
Monsanto Company	28,860	2,398,266
Mosaic Company	53,945	2,264,611
		4,662,877
General Merchandise Stores - 1.4%
Target Corporation	60,350	2,075,437
Health Care Equipment - 1.9%
Covidien, Ltd.	33,800	1,123,512
Hospira, Inc. *	52,700	1,626,322
		2,749,834
Health Care Services - 1.1%
Medco Health Solutions, Inc. *	39,400	1,628,796
Home Entertainment Software - 2.0%
Activision Blizzard, Inc. *	276,585	2,893,079
Home Improvement Retail - 1.8%
Lowe's Companies, Inc.	139,800	2,551,350
Hypermarkets & Super Centers - 5.2%
Costco Wholesale Corporation	42,500	1,968,600
Wal-Mart Stores, Inc.	106,830	5,565,843
		7,534,443
Independent Power Producers & Energy Traders - 0.5%
NRG Energy, Inc. *	41,500	730,400
Industrial Conglomerates - 2.0%
General Electric Company	134,800	1,362,828
McDermott International, Inc. *	117,100	1,567,969
		2,930,797
Industrial Gases - 1.7%
Air Products & Chemicals, Inc.	44,480	2,502,000
Industrial Machinery - 2.1%
Parker Hannifin Corporation	91,250	3,100,675

  30   The accompanying notes are an integral part of the financial statements

Schedule of Investments March 31, 2009 (unaudited) Security Equity Fund Equity Series

	Shares	Value
COMMON STOCKS - 96.5% (continued)
Insurance Brokers - 0.9%
AON Corporation	32,900	$1,342,978
Integrated Oil & Gas - 3.9%
Chevron Corporation	29,900	2,010,476
ConocoPhillips	14,400	563,904
Exxon Mobil Corporation	45,700	3,112,170
		5,686,550
Integrated Telecommunication Services - 0.5%
Windstream Corporation	98,400	793,104
Internet Software & Services - 2.5%
Google, Inc. *	10,200	3,550,212
Life Sciences Tools & Services - 1.7%
Thermo Fisher Scientific, Inc. *	70,170	2,502,964
Managed Health Care - 0.8%
Aetna, Inc.	49,600	1,206,768
Movies & Entertainment - 0.8%
Time Warner, Inc.	61,700	1,190,810
Oil & Gas Drilling - 2.0%
Transocean, Ltd. *	49,010	2,883,748
Oil & Gas Equipment & Services - 0.8%
Halliburton Company	74,300	1,149,421
Oil & Gas Exploration & Production - 2.4%
Chesapeake Energy Corporation	64,400	1,098,664
XTO Energy, Inc.	76,000	2,327,120
		3,425,784
Oil & Gas Storage & Transportation - 0.7%
Williams Companies, Inc.	93,900	1,068,582
Other Diversified Financial Services - 2.5%
JPMorgan Chase & Company 1	135,105	3,591,091
Packaged Foods & Meats - 1.1%
General Mills, Inc.	32,860	1,639,057
Pharmaceuticals - 4.9%
Pfizer, Inc.	137,720	1,875,746
Schering-Plough Corporation	85,200	2,006,460
Teva Pharmaceutical Industries, Ltd. ADR	69,190	3,117,010
		6,999,216
Property & Casualty Insurance - 2.5%
Berkshire Hathaway, Inc. *	42	3,641,400

	Shares	Value
COMMON STOCKS - 96.5% (continued)
Railroads - 4.2%
Burlington Northern Santa Fe Corporation	57,600	$3,464,641
Union Pacific Corporation	62,500	2,569,375
		6,034,016
Research & Consulting Services - 1.1%
Equifax, Inc.	67,400	1,647,930
Restaurants - 1.9%
McDonald's Corporation	49,410	2,696,304
Semiconductors - 1.3%
Intel Corporation	129,000	1,941,450
Specialty Chemicals - 0.5%
Rohm & Haas Company	9,600	756,864
Systems Software - 1.6%
Oracle Corporation	129,830	2,346,028
Tobacco - 1.3%
Altria Group, Inc.	47,700	764,154
Philip Morris International, Inc.	30,600	1,088,748
		1,852,902
TOTAL COMMON STOCKS
(cost $196,013,240)		$139,967,121
Total Investments - 96.5% (cost $196,013,240)		$139,967,121
Cash & Other Assets, Less Liabilities - 3.5%		5,040,494
Total Net Assets - 100.0%		$145,007,615

For federal income tax purposes the identified cost of investments owned at March 31, 2009 was $197,429,798.

ADR  American Depositary Receipt

* Non-income producing security

¹ Security is segregated as collateral for open written option contracts.

  31   The accompanying notes are an integral part of the financial statements

Security Equity Fund

Equity Series

(unaudited)

Statement of Assets & Liabilities March 31, 2009   Statement of Operations For the Six Months Ended March 31, 2009  

Assets:
Investments, at value*	$139,967,121
Cash	5,137,358
Receivables:
Fund shares sold	8,880
Securities sold	464,964
Dividends	274,098
Prepaid expenses	22,884
Total assets	145,875,305
Liabilities:
Payable for:
Securities purchased	191,754
Fund shares redeemed	414,743
Written options, at value (premiums received, $12,355)	4,551
Management fees	87,844
Custodian fees	927
Transfer agent/maintenance fees	24,546
Administration fees	11,247
Professional fees	28,735
12b-1 distribution plan fees	34,378
Directors’ fees	9,935
Other	59,030
Total liabilities	867,690
Net assets	$145,007,615
Net assets consist of:
Paid in capital	$234,674,289
Undistributed net investment income	231,206
Accumulated net realized loss on sale of investments	(33,859,565	)
Net unrealized depreciation in value of investments	(56,038,315	)
Net assets	$145,007,615
Class A:
Capital shares outstanding (unlimited number of shares authorized)	45,414,386
Net assets	$136,579,071
Net asset value and redemption price per share	$3.01
Maximum offering price per share (net asset value divided by 94.25%)	$3.19
Class B:
Capital shares outstanding (unlimited number of shares authorized)	2,601,702
Net assets	$6,480,823
Net asset value, offering and redemption price per share (excluding any applicable contingent deferred sales charge)	$2.49
Class C:
Capital shares outstanding (unlimited number of shares authorized)	722,838
Net assets	$1,947,721
Net asset value, offering and redemption price per share (excluding any applicable contingent deferred sales charge)	$2.69
*Investments, at cost	$196,013,240

Investment Income:
Dividends		$1,616,936
Interest		9,939
Total investment income		1,626,875
Expenses:
Management fees		598,411
Transfer agent/maintenance fees		257,066
Administration fees	��	76,004
Custodian fees		4,646
Directors’ fees		8,345
Professional fees		21,826
Reports to shareholders		23,393
Registration fees		18,285
Other expenses		11,006
12b-1 distribution fees - Class A		187,485
12b-1 distribution fees - Class B		37,016
12b-1 distribution fees - Class C		10,925
Total expenses		1,254,408
Net investment income		372,467
Net Realized and Unrealized Gain (Loss):
Net realized gain (loss) during the period on:
Investments		(31,960,294	)
Options written		125,094
Net realized loss		(31,835,200	)
Net unrealized appreciation (depreciation) during the period on:
Investments		(31,602,154	)
Options written		7,804
Net unrealized depreciation		(31,594,350	)
Net loss		(63,429,550	)
Net decrease in net assets resulting from operations		$(63,057,083	)

  32   The accompanying notes are an integral part of the financial statements

Statement of Changes in Net Assets   Security Equity Fund Equity Series  

	Six Months Ended March 31, 2009 (unaudited)			Year Ended September 30, 2008
Increase (decrease) in net assets from operations:
Net investment income	$	372,467		$	282,642
Net realized gain (loss) during the period on investments		(31,835,200	)		2,814,005
Net unrealized depreciation during the period on investments		(31,594,350	)		(86,550,394	)
Net (decrease) in net assets resulting from operations		(63,057,083	)		(83,453,747	)
Distributions to shareholders from:
Net investment income
Class A		(423,903	)		–
Net realized gain
Class A		(565,163	)		(44,531,074	)
Class B		(33,423	)		(3,113,215	)
Class C		(9,222	)		(746,220	)
Return of capital
Class A		–			(519,229	)
Class B		–			(36,300	)
Class C		–			(8,701	)
Total distributions to shareholders		(1,031,711	)		(48,954,739	)
Capital share transactions:
Proceeds from sale of shares
Class A		3,137,855			9,417,273
Class B		577,575			3,123,443
Class C		456,325			474,151
Distributions reinvested
Class A		906,901			41,061,179
Class B		32,949			3,104,258
Class C		9,093			741,250
Cost of shares redeemed
Class A		(13,214,449	)		(44,578,317	)
Class B		(1,695,906	)		(7,922,053	)
Class C		(559,241	)		(1,393,139	)
Net increase (decrease) from capital share transactions		(10,348,898	)		4,028,045
Net decrease in net assets		(74,437,692	)		(128,380,441	)
Net assets:
Beginning of period		219,445,307			347,825,748
End of period	$	145,007,615		$	219,445,307
Undistributed net investment income at end of period	$	231,206		$	282,642
Capital share activity:
Shares sold
Class A		985,482			1,742,458
Class B		218,351			703,548
Class C		155,340			99,582
Shares reinvested
Class A		279,046			7,806,369
Class B		12,203			707,120
Class C		3,114			156,382
Shares redeemed
Class A		(4,228,115	)		(8,392,906	)
Class B		(636,330	)		(1,784,812	)
Class C		(200,195	)		(295,676	)

33 The accompanying notes are an integral part of the financial statements

Financial Highlights Selected data for each share of capital stock outstanding throughout each period   Security Equity Fund Equity Series  

Class A	Six Months Ended March 31, 2009	a	2008	2007	2006	2005	Year Ended September 30, 2004
Per Share Data
Net asset value, beginning of period	$4.26		$6.84	$6.85	$6.58	$6.50	$5.98
Income (loss) from investment operations:
Net investment income (loss)b	0.01		0.01	–	(0.01)	0.04	0.01
Net gain (loss) on securities (realized and unrealized)	(1.24)		(1.61)	0.69	0.52	0.49	0.52
Total from investment operations	(1.23)		(1.60)	0.69	0.51	0.53	0.53
Less distributions:
Dividends from net investment income	(0.01)		–	–	(0.04)	–	(0.01)
Distributions from realized gains	(0.01)		(0.97)	(0.70)	(0.20)	(0.45)	–
Return of capital	–		(0.01)	–	–	–	–
Total distributions	(0.02)		(0.98)	(0.70)	(0.24)	(0.45)	(0.01)
Net asset value, end of period	$3.01		$4.26	$6.84	$6.85	$6.58	$6.50
Total Return c	(28.89%)		(26.12%)	10.33%	7.88%	8.20%	8.87%
Ratios/Supplemental Data
Net assets, end of period (in thousands)	$136,579		$205,908	$322,850	$371,006	$375,280	$391,384
Ratios to average net assets:
Net investment income (loss)	0.51%		0.15%	0.02%	(0.08%)	0.57%	0.08%
Total expensesd	1.53%		1.36%	1.34%	1.34%	1.30%	1.28%
Net expensese	1.53%		1.36%	1.34%	1.34%	1.30%	1.28%
Net expenses prior to custodian earning credits and net of expense waivers	1.53%		1.36%	1.34%	1.34%	1.30%	1.28%
Portfolio turnover rate	70%		111% f	20%	34%	32%	28%
Class B	Six Months Ended March 31, 2009	a	2008	2007	2006	2005	Year Ended September 30, 2004
Per Share Data
Net asset value, beginning of period	$3.53		$5.89	$6.04	$5.83	$5.85	$5.41
Income (loss) from investment operations:
Net investment lossb	–		(0.03)	(0.04)	(0.05)	(0.01)	(0.04)
Net gain (loss) on securities (realized and unrealized)	(1.03)		(1.35)	0.59	0.46	0.44	0.48
Total from investment operations	(1.03)		(1.38)	0.55	0.41	0.43	0.44
Less distributions:
Distributions from realized gains	(0.01)		(0.97)	(0.70)	(0.20)	(0.45)	–
Return of capital	–		(0.01)	–	–	–	–
Total distributions	(0.01)		(0.98)	(0.70)	(0.20)	(0.45)	–
Net asset value, end of period	$2.49		$3.53	$5.89	$6.04	$5.83	$5.85
Total Return c	(29.15%)		(26.69%)	9.33%	7.16%	7.35%	8.13%
Ratios/Supplemental Data
Net assets, end of period (in thousands)	$6,481		$10,621	$19,928	$27,842	$39,962	$49,600
Ratios to average net assets:
Net investment loss	(0.25%)		(0.61%)	(0.74%)	(0.83%)	(0.16%)	(0.67%)
Total expensesd	2.28%		2.11%	2.09%	2.09%	2.05%	2.03%
Net expensese	2.28%		2.11%	2.09%	2.09%	2.05%	2.03%
Net expenses prior to custodian earning credits and net of expense waivers	2.28%		2.11%	2.09%	2.09%	2.05%	2.03%
Portfolio turnover rate	70%		111% f	20%	34%	32%	28%

34 The accompanying notes are an integral part of the financial statements

Financial Highlights Selected data for each share of capital stock outstanding throughout each period Security Equity Fund Equity Series

Class C	Six Months Ended March 31, 2009a	2008	2007	2006	2005	Year Ended September 30, 2004
Per Share Data
Net asset value, beginning of period	$3.81	$6.28	$6.39	$6.16	$6.16	$5.69
Income (loss) from investment operations:
Net investment lossb	–	(0.03)	(0.05)	(0.05)	(0.01)	(0.04)
Net gain (loss) on securities (realized and unrealized)	(1.11)	(1.46)	0.64	0.48	0.46	0.51
Total from investment operations	(1.11)	(1.49)	0.59	0.43	0.45	0.47
Less distributions:
Distributions from realized gains	(0.01)	(0.97)	(0.70)	(0.20)	(0.45)	–
Return of capital	–	(0.01)	–	–	–	–
Total distributions	(0.01)	(0.98)	(0.70)	(0.20)	(0.45)	–
Net asset value, end of period	$2.69	$3.81	$6.28	$6.39	$6.16	$6.16
Total Return c	(29.11%)	(26.79%)	9.45%	7.10%	7.32%	8.26%
Ratios/Supplemental Data
Net assets, end of period (in thousands)	$1,948	$2,915	$5,048	$5,794	$5,706	$6,329
Ratios to average net assets:
Net investment loss	(0.25%)	(0.60%)	(0.73%)	(0.83%)	(0.18%)	(0.67%)
Total expensesd	2.29%	2.11%	2.09%	2.09%	2.05%	2.03%
Net expensese	2.29%	2.11%	2.09%	2.09%	2.05%	2.03%
Net expenses prior to custodian earning credits and net of expense waivers	2.29%	2.11%	2.09%	2.09%	2.05%	2.03%
Portfolio turnover rate	70%	111%f	20%	34%	32%	28%

^a Unaudited figures for the six months ended March 31, 2009. Percentage amounts for the period, except total return, have been annualized.

^b Net investment income (loss) was computed using average shares outstanding throughout the period.

^c Total return information does not reflect deduction of any sales charges imposed at the time of purchase for Class A shares or upon redemption for Class B and C shares.

^d Total expense information reflects expense ratios absent expense reductions by the Investment Manager and custodian earnings credits, as applicable.

^e Net expense information reflects the expense ratios after voluntary expense waivers, reimbursements and custodian earnings credits, as applicable.

^f Significant variation in the portfolio turnover rate is due to the Investment Manager's appointment of new portfolio managers for the series.

  35   The accompanying notes are an integral part of the financial statements

Performance Summary March 31, 2009   Security Equity Fund Global Series (unaudited)  

  PERFORMANCE

$10,000 Over Ten Years

This chart assumes a $10,000 investment in Class A shares of Global Series on March 31, 1999, reflects deduction of the 5.75% sales load and assumes all dividends reinvested. The chart does not reflect the deduction of taxes that a shareholder would pay on distributions or the redemption of fund shares. The MSCI World Index is an unmanaged capitalization-weighted index that is designed to measure global developed market equity performance.

Portfolio Composition by Sector as of 3-31-09
Consumer Discretionary	5.52%
Consumer Staples	15.79
Energy	9.94
Financials	10.58
Health Care	12.27
Industrials	6.64
Information Technology	11.92
Materials	6.67
Telecommunication Services	4.42
Utilities	3.15
Cash & Other Assets, Less Liabilities	13.10
Total Net Assets	100.00%

Average Annual Returns
Periods Ended 3-31-09	1 Year	5 Years	10 Years
A Shares	(38.49%)	(1.75%)	3.36%
A Shares with sales charge	(42.04%)	(2.91%)	2.75%
B Shares	(38.29%)	(1.78%)	3.07%
B Shares with CDSC	(41.33%)	(2.00%)	3.07%
C Shares	(38.94%)	(2.48%)	2.54%
C Shares with CDSC	(39.54%)	(2.48%)	2.54%
The performance data above represents past performance that is not predictive of future results. The investment return and principal value of an investment in the Series will fluctuate so that an investor's shares, when redeemed, may be worth more or less than their original cost. The figures above do not reflect deduction of the maximum front-end sales charge of 5.75% for Class A shares or the contingent deferred sales charge of 5% for Class B shares and 1% for Class C shares, as applicable, except where noted. The figures do not reflect the deduction of taxes that a shareholder would pay on distributions or redemption of shares. Such figures would be lower if the maximum sales charge and any applicable taxes were deducted. Fee waivers and/or reimbursements reduced expenses of the Series and in the absence of such waiver, the performance quoted would be reduced.

36 The accompanying notes are an integral part of the financial statements

Performance Summary March 31, 2009 Security Equity Fund Global Series (unaudited)

Information About Your Series Expenses

Calculating your ongoing Series expenses

Example

As a shareholder of the Series, you incur two types of costs: (1) transaction costs, which may include sales charges (loads) on purchase payments; contingent deferred sales charges on redemptions; and redemption fees, if any; and (2) ongoing costs, including management fees; distribution and/or service fees (12b-1); and other Series expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in the Series and to compare these costs with ongoing costs of investing in other mutual funds. The example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period October 1, 2008 through March 31, 2009.

Actual Expenses

The first line for each class of shares in the table provides information about actual account values and actual expenses. You may use the information in this table, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the table under the heading entitled “Expenses Paid During the Period” to estimate the expenses you paid on your account during this period.

Hypothetical Example for Comparison Purposes

The second line for each class of shares in the table provides information about hypothetical account values and hypothetical expenses based on the Series actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Series actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Series and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other mutual funds.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as sales charges (loads) on purchase payments, contingent deferred sales charges on redemptions, and redemption fees, if any. Therefore, the second line for each class of shares is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.

Series Expenses
	Beginning Account Value 10/1/2008	Ending Account Value 3/31/20091	Expenses Paid During Period2
Global Series -
Class A
Actual	$1,000.00	$738.69	$8.50
Hypothetical	1,000.00	1,015.16	9.85
Global Series -
Class B
Actual	1,000.00	739.79	7.42
Hypothetical	1,000.00	1,016.40	8.60
Global Series -
Class C
Actual	1,000.00	736.29	11.73
Hypothetical	1,000.00	1,011.42	13.59

¹ The actual ending account value is based on the actual total return of the Series for the period October 1, 2008 to March 31, 2009 after actual expenses and will differ from the hypothetical ending account value which is based on the Series expense ratio and a hypothetical annual return of 5% before expenses. The actual cumulative return at net asset value for the period October 1, 2008 to March 31, 2009 was (26.13%), (26.02%) and (26.37%), for Class A, B and C shares, respectively.

² Expenses are equal to the Series annualized expense ratio (1.96%, 1.71% and 2.71% for Class A, B, and C shares, respectively), net of any applicable fee waivers, multiplied by the average account value over the period, multiplied by 182/365 (to reflect the one-half year period).

37

Schedule of Investments March 31, 2009 (unaudited) Security Equity Fund Global Series

	Shares	Value
RIGHT - 0.0%
Spain - 0.00%
Mapfre S.A.	$154,392	$2,051
TOTAL RIGHT
(Cost $1,865)		$2,051
	Shares	Value
COMMON STOCKS - 86.9%
Australia - 0.8%
Caltex Australia, Ltd.	33,400	$206,914
Macquarie Group, Ltd. 1	24,004	451,457
		658,371
Belgium - 0.5%
UCB S.A.	13,003	383,310
Bermuda - 4.0%
Arch Capital Group, Ltd. *	8,500	457,810
Aspen Insurance Holdings, Ltd.	15,500	348,130
Axis Capital Holdings, Ltd.	16,900	380,926
Endurance Specialty Holdings, Ltd.	16,600	414,004
Validus Holdings, Ltd.	67,053	1,587,815
		3,188,685
Canada - 2.3%
Agnico-Eagle Mines, Ltd.	8,860	509,227
Canadian Imperial Bank of Commerce	15,400	560,355
CGI Group, Inc. *	33,448	270,046
Empire Company, Ltd.	11,798	495,911
		1,835,539
Czech Republic - 0.4%
Telefonica O2 Czech Republic AS	15,272	302,741
Finland - 1.3%
Neste Oil Oyj	46,000	612,315
Wartsila Oyj	19,834	418,681
		1,030,996
France - 3.4%
Nexans S.A. *	8,700	330,317
Pernod-Ricard S.A.	4,251	237,045
Sanofi-Aventis S.A.	10,600	596,782
UBISOFT Entertainment *	69,305	1,266,871
Wendel *	10,548	278,851
		2,709,866
Germany - 0.6%
ThyssenKrupp AG	28,837	504,528
Hong Kong - 1.1%
CNOOC, Ltd.	883,000	874,945
Israel - 0.8%
Check Point Software Technologies *	30,422	675,673
Italy - 1.4%
Enel SpA	124,561	597,777
Prysmian SpA	50,500	503,155
		1,100,932
Japan - 7.6%
JGC Corporation	34,000	383,350
Kubota Corporation	38,000	205,395
Kurita Water Industries, Ltd.	26,700	510,640
Nintendo Company, Ltd.	4,305	1,237,394
Nippon Mining Holdings, Inc.	103,000	405,840

	Shares	Value
COMMON STOCKS - 86.9% (continued)
Japan - 7.6% (continued)
NISSIN FOODS HOLDINGS CO, Ltd.	14,700	$430,693
NTT DoCoMo, Inc.	1,549	2,092,354
Takeda Pharmaceutical Company, Ltd.	12,900	443,120
Yamato Holdings Company, Ltd.	42,000	393,352
		6,102,138
Jersey - 1.4%
Randgold Resources, Ltd. ADR	21,211	1,152,818
Norway - 0.4%
Tandberg ASA	22,800	336,242
Papua New Guinea - 1.8%
Oil Search, Ltd.	393,037	1,437,424
Philippines - 1.0%
Philippine Long Distance Telephone Company ADR	18,695	825,010
Poland - 0.4%
Polski Koncern Naftowy Orlen	50,300	344,164
Spain - 0.9%
Mapfre S.A.	154,392	338,422
Repsol YPF S.A.	24,405	422,447
		760,869
Switzerland - 4.2%
ACE, Ltd.	8,400	339,360
Syngenta AG	9,579	1,930,442
Transocean, Ltd. *	18,825	1,107,663
		3,377,465
United Kingdom - 9.4%
AstraZeneca plc	16,369	575,657
Balfour Beatty plc	54,912	257,837
BG Group plc	63,338	958,772
Cadbury plc	270,300	2,043,879
Diageo plc	36,506	411,966
GKN plc	255,397	251,018
GlaxoSmithKline plc	36,459	568,895
Imperial Tobacco Group plc	70,241	1,580,284
Ladbrokes plc	118,752	311,810
Meggitt plc	142,800	263,287
Prudential plc	68,913	333,219
		7,556,624
United States - 43.2%
Abbott Laboratories	18,145	865,517
Activision Blizzard, Inc. *	103,400	1,081,564
AllianceBernstein Holding, LP	58,100	855,232
Allstate Corporation	12,000	229,800
Altria Group, Inc.	136,752	2,190,767
American Electric Power Company, Inc.	22,400	565,824
Apple, Inc. *	5,185	545,047
Bank of New York Mellon Corporation	18,444	521,043
Bristow Group, Inc. *	12,500	267,875
Carpenter Technology Corporation	15,100	213,212
Cephalon, Inc. *	12,096	823,738
CVS Caremark Corporation	15,700	431,593
Darden Restaurants, Inc.	9,500	325,470
DTE Energy Company	13,900	385,030

  38   The accompanying notes are an integral part of the financial statements

Schedule of Investments March 31, 2009 (unaudited) Security Equity Fund Global Series

	Shares	Value
COMMON STOCKS - 86.9% (continued)
United States - 43.2% (continued)
Eaton Corporation	12,100	$446,006
Express Scripts, Inc. *	33,762	1,558,792
Family Dollar Stores, Inc.	15,470	516,234
Frontier Communications Corporation	46,200	331,716
General Electric Company	36,700	371,037
Gilead Sciences, Inc. *	35,657	1,651,632
Google, Inc. *	5,844	2,034,063
H&R Block, Inc.	10,100	183,719
Interactive Brokers Group, Inc. *	55,556	896,118
International Business Machines Corporation	6,480	627,847
Kennametal, Inc.	29,000	470,090
Kimberly-Clark Corporation	42,080	1,940,309
Kroger Company	18,000	381,960
Life Technologies Corporation *	12,800	415,744
Manitowoc Company, Inc.	88,900	290,703
Marvel Entertainment, Inc. *	60,760	1,613,178
Mylan, Inc. *	92,425	1,239,419
NiSource, Inc.	55,400	542,920
Northern Trust Corporation	6,900	412,758
Occidental Petroleum Corporation	14,100	784,665
Olin Corporation	19,100	272,557
Oneok, Inc.	19,500	441,285
Oshkosh Truck Corporation	31,900	215,006
Overseas Shipholding Group, Inc.	8,200	185,894
Owens-Illinois, Inc. *	19,200	277,248
People’s United Financial, Inc.	21,000	377,370
Philip Morris International, Inc.	58,552	2,083,280
Qualcomm, Inc.	28,310	1,101,542
Schnitzer Steel Industries, Inc.	6,500	204,035
Sohu.com, Inc. *	39,788	1,643,642
Universal Health Services, Inc.	8,200	314,388
Valero Energy Corporation	21,000	375,900
Walgreen Company	17,800	462,088
Watson Pharmaceuticals, Inc. *	13,600	423,096
Worthington Industries, Inc.	33,900	295,269
		34,683,222
TOTAL COMMON STOCKS
(Cost $69,132,587)		$69,841,562
	Principal Amount	Value
SHORT TERM INVESTMENTS - 5.9%
State Street General Account U.S.
Government Fund	$4,739,698	$4,739,698
TOTAL SHORT TERM INVESTMENTS
(Cost $4,739,698)		$4,739,698
Total Investments - 92.8%		$74,583,311
(cost $73,874,150)
Cash & Other Assets, Less Liabilities - 7.2%		5,787,442
Total Net Assets - 100.0%		$80,370,753

INVESTMENT CONCENTRATION
At March 31, 2009, the investment diversification of the Series was as follows:
Industry	% of Net Assets		Value
Tobacco	7.4	%	$5,854,331
Pharmaceuticals	6.4		5,095,796
Money Markets	5.9		4,739,698

INVESTMENT CONCENTRATION (continued)
Industry	% of Net Assets		Value
Internet Software & Services	4.7	%	$3,677,705
Home Entertainment Software	4.5		3,585,829
Wireless Telecommunication Services	3.6		2,917,364
Biotechnology	3.1		2,475,370
Packaged Foods & Meats	3.1		2,474,572
Reinsurance	3.1		2,459,629
Oil & Gas Exploration & Production	2.9		2,312,369
Integrated Oil & Gas	2.7		2,165,884
Oil & Gas Refining & Marketing	2.5		1,945,133
Household Products	2.4		1,940,309
Fertilizers & Agricultural Chemicals	2.4		1,930,442
Industrial Machinery	2.2		1,845,417
Asset Management & Custody Banks	2.2		1,789,033
Gold	2.0		1,662,045
Movies & Entertainment	2.0		1,613,178
Health Care Services	1.9		1,558,792
Communications Equipment	1.8		1,437,784
Property & Casualty Insurance	1.6		1,298,216
Steel	1.5		1,217,044
Computer Hardware	1.5		1,172,894
Electric Utilities	1.5		1,163,601
Oil & Gas Drilling	1.4		1,107,663
Multi-Utilities	1.2		927,950
Specialized Finance	1.1		896,118
Drug Retail	1.1		893,681
Food Retail	1.1		877,871
Electrical Components & Equipment	1.0		833,472
Construction & Farm Machinery & Heavy Trucks	0.9		711,104
Systems Software	0.8		675,673
Industrial Conglomerates	0.8		649,888
Distillers & Vintners	0.8		649,011
Construction & Engineering	0.8		641,187
Integrated Telecommunication Services	0.8		634,457
Diversified Banks	0.8		560,355
General Merchandise Stores	0.6		516,234
Investment Banking & Brokerage	0.5		451,457
Gas Utilities	0.5		441,285
Life Sciences Tools & Services	0.5		415,744
Air Freight & Logistics	0.5		393,352
Thrifts & Mortgage Finance	0.5		377,370
Multi-line Insurance	0.4		338,422
Life & Health Insurance	0.4		333,219
Restaurants	0.4		325,470
Health Care Facilities	0.4		314,388
Casinos & Gaming	0.4		311,810
Metal & Glass Containers	0.3		277,248
Diversified Chemicals	0.3		272,557
IT Consulting & Other Services	0.3		270,046
Oil & Gas Equipment & Services	0.3		267,875
Aerospace & Defense	0.3		263,287
Auto Parts & Equipment	0.3		251,018
Oil & Gas Storage & Transportation	0.2		185,894
Specialized Consumer Services	0.2		183,719
Rights	0.0		2,051
Total Investments	92.8		$74,583,311

  39   The accompanying notes are an integral part of the financial statements

Schedule of Investments March 31, 2009 (unaudited) Security Equity Fund Global Series

For federal income tax purposes the identified cost of investments owned at March 31, 2009 was $76,492,269.

ADR	American Depositary Receipt
plc	Public Limited Company

* Non-income producing security

¹ Security is a PFIC (Passive Foreign Investment Company).

  40   The accompanying notes are an integral part of the financial statements

Security Equity Fund

Global Series

(unaudited)

Statement of Assets and Liabilities March 31, 2009
Assets:
Investments, at value*	$74,583,311
Cash denominated in a foreign currency, at value**	157,713
Receivables:
Fund shares sold	32,590
Securities sold	7,202,163
Interest	691
Dividends	338,316
Foreign taxes recoverable	11,052
Prepaid expenses	33,741
Total assets	82,359,577
Liabilities:
Cash overdraft	4,333
Payable for:
Securities purchased	1,719,466
Fund shares redeemed	111,866
Management fees	66,524
Custodian fees	8,530
Transfer agent/maintenance fees	13,926
Administration fees	11,179
Professional fees	13,865
12b-1 distribution plan fees	17,299
Directors’ fees	4,347
Other	17,489
Total liabilities	1,988,824
Net assets	$80,370,753
Net assets consist of:
Paid in capital	$150,293,032
Accumulated net investment loss	(324,707	)
Accumulated net realized loss on sale of investments and foreign currency transactions	(70,302,377	)
Net unrealized appreciation in value of investments and translation of assets and liabilities in foreign currencies	704,805
Net assets	$80,370,753
Class A:
Capital shares outstanding (unlimited number of shares authorized)	8,662,730
Net assets	$65,601,881
Net asset value and redemption price per share	$7.57
Maximum offering price per share (net asset value divided by 94.25%)	$8.03
Class B:
Capital shares outstanding (unlimited number of shares authorized)	1,558,371
Net assets	$10,268,116
Net asset value, offering and redemption price per share (excluding any applicable contingent deferred sales charge)	$6.59
Class C:
Capital shares outstanding (unlimited number of shares authorized)	681,994
Net assets	$4,500,756
Net asset value, offering and redemption price per share (excluding any applicable contingent deferred sales charge)	$6.60
*Investments, at cost	$73,874,150
**Cash denominated in a foreign currency, at cost	161,082

Statement of Operations For the Six Months Ended March 31, 2009
Investment Income:
Dividends (net of foreign withholding tax of $27,772)	$1,121,279
Interest	2,042
Total investment income	1,123,321
Expenses:
Management fees	430,533
Transfer agent/maintenance fees	149,628
Administration fees	65,548
Custodian fees	30,878
Directors’ fees	4,579
Professional fees	17,198
Reports to shareholders	12,499
Registration fees	18,982
Other expenses	5,926
12b-1 distribution fees - Class A	86,894
12b-1 distribution fees - Class C	26,659
Total expenses	849,324
Less:
Earnings credits applied	(442	)
Net expenses	848,882
Net investment income	274,439
Net Realized and Unrealized Gain (Loss):
Net realized gain (loss) during the period on:
Investments	(46,030,922	)
Foreign currency transactions	(145,764	)
Net realized loss	(46,176,686	)
Net unrealized appreciation (depreciation) during the period on:
Investments	16,758,730
Translation of assets and liabilities in foreign currencies	(57,542	)
Net unrealized appreciation	16,701,188
Net loss	(29,475,498	)
Net decrease in net assets resulting from operations	$(29,201,059	)

41 The accompanying notes are an integral part of the financial statements

Statement of Changes in Net Assets Security Equity Fund Global Series

	Six Months Ended March 31, 2009 (unaudited)			Year Ended September 30, 2008
Increase (decrease) in net assets from operations:
Net investment income	$	274,439		$	520,278
Net realized loss during the period on investments and foreign currency transactions		(46,176,686	)		(17,073,963	)
Net unrealized appreciation (depreciation) during the period on investments and translation of assets and liabilities in foreign currencies		16,701,188			(24,868,797	)
Net decrease in net assets resulting from operations		(29,201,059	)		(41,422,482	)
Distributions to shareholders from:
Net investment income
Class A		(179,099	)		(256,485	)
Class B		(82,114	)		(137,990	)
Net realized gain
Class A		(520,241	)		(47,919,890	)
Class B		(94,510	)		(10,546,794	)
Class C		(46,236	)		(4,424,426	)
Total distributions to shareholders		(922,200	)		(63,285,585	)
Capital share transactions:
Proceeds from sale of shares
Class A		12,782,263			29,605,642
Class B		1,741,304			4,778,339
Class C		703,068			2,736,093
Distributions reinvested
Class A		692,086			47,766,576
Class B		175,482			10,521,908
Class C		45,624			4,347,344
Cost of shares redeemed
Class A		(12,633,592	)		(52,959,002	)
Class B		(2,840,220	)		(13,096,148	)
Class C		(2,123,266	)		(4,307,780	)
Net increase (decrease) from capital share transactions		(1,457,251	)		29,392,972
Net decrease in net assets		(31,580,510	)		(75,315,095	)
Net assets:
Beginning of period		111,951,263			187,266,358
End of period	$	80,370,753		$	111,951,263
Accumulated net investment loss at end of period	$	(324,707	)	$	(337,933	)
Capital share activity:
Shares sold
Class A		1,566,085			2,084,793
Class B		248,924			352,156
Class C		99,457			213,727
Shares reinvested
Class A		84,093			3,504,518
Class B		24,543			884,938
Class C		6,354			363,187
Shares redeemed
Class A		(1,563,649	)		(4,030,409	)
Class B		(406,255	)		(1,109,871	)
Class C		(293,785	)		(362,050	)

42 The accompanying notes are an integral part of the financial statements

Financial Highlights Selected data for each share of capital stock outstanding throughout each period Security Equity Fund
Global Series  

Class A	Six Months Ended March 31, 2009 a	2008	2007b	2006	2005	Year Ended September 30, 2004 c
Per Share Data
Net asset value, beginning of period	$10.35	$20.69	$19.65	$17.47	$13.93	$11.68
Income (loss) from investment operations:
Net investment income (loss)d	0.03	0.05	0.06	(0.03)	(0.02)	(0.03)
Net gain (loss) on securities (realized and unrealized)	(2.73)	(3.63)	3.60	2.21	3.56	2.28
Total from investment operations	(2.70)	(3.58)	3.66	2.18	3.54	2.25
Less distributions:
Dividends from net investment income	(0.02)	(0.04)	–	–	–	–
Distributions from realized gains	(0.06)	(6.72)	(2.62)	–	–	–
Total distributions	(0.08)	(6.76)	(2.62)	–	–	–
Net asset value, end of period	$7.57	$10.35	$20.69	$19.65	$17.47	$13.93
Total Return e	(26.13%)	(25.16%)	20.07%	12.48%	25.41%	19.26%
Ratios/Supplemental Data
Net assets, end of period (in thousands)	$65,602	$88,782	$145,158	$119,176	$127,970	$98,450
Ratios to average net assets:
Net investment income (loss)	0.66%	0.33%	0.29%	(0.17%)	(0.14%)	(0.20%)
Total expensesf	1.96%	1.73%	1.69%	1.75%	1.73%	1.79%
Net expensesg	1.96%	1.72%	1.69%	1.75%	1.73%	1.79%
Net expenses prior to custodian earning credits and net of expense waivers	1.96%	1.73%	1.69%	1.75%	1.73%	1.79%
Portfolio turnover rate	419%	280% h	162% h	28%	31%	25%
Class B	Six Months Ended March 31, 2009a,i	2008i	2007b,i	2006i	2005i	Year Ended September 30, 2004c
Per Share Data
Net asset value, beginning of period	$9.05	$18.96	$18.17	$16.12	$12.93	$10.93
Income (loss) from investment operations:
Net investment income (loss)d	0.03	0.07	0.09	0.02	(0.12)	(0.13)
Net gain (loss) on securities (realized and unrealized)	(2.38)	(3.17)	3.32	2.03	3.31	2.13
Total from investment operations	(2.35)	(3.10)	3.41	2.05	3.19	2.00
Less distributions:
Dividends from net investment income	(0.05)	(0.09)	–	–	–	–
Distributions from realized gains	(0.06)	(6.72)	(2.62)	–	–	–
Total distributions	(0.11)	(6.81)	(2.62)	–	–	–
Net asset value, end of period	$6.59	$9.05	$18.96	$18.17	$16.12	$12.93
Total Return e	(26.02%)	(24.91%)	20.36%	12.72%	24.67%	18.30%
Ratios/Supplemental Data
Net assets, end of period (in thousands)	$10,268	$15,303	$29,659	$27,494	$28,999	$28,360
Ratios to average net assets:
Net investment income (loss)	0.89%	0.55%	0.50%	0.11%	(0.80%)	(1.00%)
Total expensesf	1.71%	1.48%	1.44%	1.50%	2.38%	2.54%
Net expensesg	1.71%	1.47%	1.44%	1.50%	2.38%	2.54%
Net expenses prior to custodian earning credits and net of expense waivers	1.71%	1.48%	1.44%	1.50%	2.38%	2.54%
Portfolio turnover rate	419%	280% h	162% h	28%	31%	25%

43 The accompanying notes are an integral part of the financial statements

Financial Highlights Selected data for each share of capital stock outstanding throughout each period Security Equity Fund
Global Series  

Class C	Six Months Ended March 31, 2009a	2008	2007b	2006	2005	Year Ended September 30, 2004c
Per Share Data
Net asset value, beginning of period	$9.04	$19.00	$18.37	$16.46	$13.22	$11.17
Income (loss) from investment operations:
Net investment lossd	–	(0.05)	(0.09)	(0.15)	(0.13)	(0.13)
Net gain (loss) on securities (realized and unrealized)	(2.38)	(3.18)	3.34	2.06	3.37	2.18
Total from investment operations	(2.38)	(3.23)	3.25	1.91	3.24	2.05
Less distributions:
Distributions from realized gains	(0.06)	(6.73)	(2.62)	–	–	–
Total distributions	(0.06)	(6.73)	(2.62)	–	–	–
Net asset value, end of period	$6.60	$9.04	$19.00	$18.37	$16.46	$13.22
Total Return e	(26.37%)	(25.69%)	19.14%	11.60%	24.51%	18.35%
Ratios/Supplemental Data
Net assets, end of period (in thousands)	$4,501	$7,866	$12,449	$10,361	$8,841	$7,557
Ratios to average net assets:
Net investment loss	(0.13%)	(0.44%)	(0.48%)	(0.87%)	(0.90%)	(1.02%)
Total expensesf	2.71%	2.49%	2.44%	2.51%	2.48%	2.54%
Net expensesg	2.71%	2.47%	2.44%	2.50%	2.48%	2.54%
Net expenses prior to custodian earning credits and net of expense waivers	2.71%	2.49%	2.44%	2.51%	2.48%	2.54%
Portfolio turnover rate	419%	280% h	162% h	28%	31%	25%

^a Unaudited figures for the six months ended March 31, 2009. Percentage amounts for the period, except total return, have been annualized.

^b Security Global Investors, LLC (SGI) became the sub-advisor of the Global Series effective August 1, 2007. Prior to August 1, 2007, Security Investors (SI) paid Oppenheimer Funds for sub-advisory services.

^c The financial highlights for the Global Series exclude the historical financial highlights of the International Series Class A, B and C shares. The assets of the International Series were acquired by the Global Series on October 3, 2003.

^d Net investment income (loss) was computed using average shares outstanding throughout the period.

^e Total return information does not reflect deduction of any sales charges imposed at the time of purchase for Class A shares or upon redemption for Class B and C shares.

^f Total expense information reflects expense ratios absent expense reductions by the Investment Manager and custodian earnings credits, as applicable.

^g Net expense information reflects the expense ratios after voluntary expense waivers, reimbursements and custodian earnings credits, as applicable.

^h Significant variation in the portfolio turnover rate is due to the re-alignment of the Series' portfolio following the appointment of SGI as sub-advisor.

ⁱ Effective August 25, 2005, Class B shares ceased charging 12b-1 fees in accordance with FINRA sales cap regulations. Per share information reflects this change. This fee will be reinstated when sales exceed the sales cap limit.

44 The accompanying notes are an integral part of the financial statements

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45

Performance Summary March 31, 2009 Security Equity Fund Global Institutional Series (unaudited)

  PERFORMANCE

$10,000 Since Inception

This chart assumes a $10,000 investment in shares of Global Institutional Series on July 11, 2008 (date of inception), and reflects the fees and expenses of the Series and assumes all dividends reinvested. The chart does not reflect the deduction of taxes that a shareholder would pay on distributions or the redemption of fund shares. The MSCI World Index is an unmanaged capitalization-weighted index that is designed to measure global developed market equity performance.

Average Annual Returns
Periods Ended 3-31-09	Since Inception (7-11-08)
Global Institutional Series	(35.46%)
The performance data above represents past performance that is not predictive of future results. The investment return and principal value of an investment in the Series will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than their original cost. The figures do not reflect the deduction of taxes that a shareholder would pay on distributions or redemption of shares. Such figures would be lower any applicable taxes were deducted. Fee waivers and/or reimbursements reduced expenses of the Series and in the absence of such waiver, the performance quoted would be reduced.

Portfolio Composition by Sector as of 3-31-09
Consumer Discretionary	6.96%
Consumer Staples	19.64
Energy	12.40
Financials	13.28
Health Care	15.32
Industrials	8.22
Information Technology	14.89
Materials	8.17
Telecommunication Services	5.49
Utilities	3.89
Short Term Investments	9.31
Liabilities, Less Cash & Other Assets	(17.57)
Total Net Assets	100.00%

  46   The accompanying notes are an integral part of the financial statements

Performance Summary March 31, 2009 Security Equity Fund Global Institutional Series (unaudited)

Information About Your Series Expenses

Calculating your ongoing Series expenses

Example

As a shareholder of the Series, you incur ongoing costs, including management fees and other Series expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in the Series and to compare these costs with ongoing costs of investing in other mutual funds. The example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period October 1, 2008 through March 31, 2009.

Actual Expenses

The first line for each class of shares in the table provides information about actual account values and actual expenses. You may use the information in this table, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the table under the heading entitled “Expenses Paid During the Period” to estimate the expenses you paid on your account during this period.

Hypothetical Example for Comparison Purposes

The second line for each class of shares in the table provides information about hypothetical account values and hypothetical expenses based on the Series actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Series actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Series and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other mutual funds.

Please note that the expenses shown in the table are meant to highlight your ongoing costs. Therefore, the second line for each class of shares is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds.

Series Expenses
	Beginning Account Value 10/1/2008	Ending Account Value 3/31/20091	Expenses Paid During Period2
Global Institutional Series
Actual	$1,000.00	$744.40	$5.00
Hypothetical	1,000.00	1,019.20	5.79

¹ The actual ending account value is based on the actual total return of the Series for the period October 1, 2008 to March 31, 2009 after actual expenses and will differ from the hypothetical ending account value which is based on the Series expense ratio and a hypothetical annual return of 5% before expenses. The actual cumulative return at net asset value for the period October 1, 2008 to March 31, 2009 was (25.56%).

² Expenses are equal to the Series annualized expense ratio of 1.15%, net of any applicable fee waivers, multiplied by the average account value over the period, multiplied by 182/365 (to reflect the one-half year period).

47

Schedule of Investments March 31, 2009 (unaudited) Security Equity Fund Global Institutional Series

	Shares		Value
RIGHT - 0.0%
Spain - 0.00%
Mapfre S.A.	$	10,592	$141
TOTAL RIGHT (Cost $128)			$141
	Shares		Value
COMMON STOCKS - 108.3%
Australia - 1.0%
Caltex Australia, Ltd.		2,300	$14,249
Macquarie Group, Ltd. 1		1,647	30,976
			45,225
Belgium - 0.6%
UCB S.A.		892	26,295
Bermuda - 5.0%
Arch Capital Group, Ltd. *		600	32,316
Aspen Insurance Holdings, Ltd.		1,100	24,706
Axis Capital Holdings, Ltd.		1,200	27,048
Endurance Specialty Holdings, Ltd.		1,100	27,434
Validus Holdings, Ltd.		4,654	110,207
			221,711
Canada - 2.8%
Agnico-Eagle Mines, Ltd.		580	33,335
Canadian Imperial Bank of Commerce		1,100	40,026
CGI Group, Inc. *		2,296	18,537
Empire Company, Ltd.		820	34,467
			126,365
Czech Republic - 0.5%
Telefonica O2 Czech Republic AS		1,059	20,993
Finland - 1.6%
Neste Oil Oyj		3,200	42,596
Wartsila Oyj		1,361	28,730
			71,326
France - 4.1%
Nexans S.A. *		600	22,780
Pernod-Ricard S.A.		292	16,283
Sanofi-Aventis S.A.		700	39,410
UBISOFT Entertainment *		4,738	86,609
Wendel *		724	19,140
			184,222
Germany - 0.8%
ThyssenKrupp AG		1,978	34,607
Hong Kong - 1.4%
CNOOC, Ltd.		61,000	60,444
Israel - 1.0%
Check Point Software Technologies *		2,093	46,486
Italy - 1.7%
Enel SpA		8,545	41,008
Prysmian SpA		3,500	34,872
			75,880
Japan - 9.4%
JGC Corporation		2,000	22,550
Kubota Corporation		3,000	16,215
Kurita Water Industries, Ltd.		1,800	34,425
Nintendo Company, Ltd.		297	85,367
Nippon Mining Holdings, Inc.		7,000	27,581

	Shares	Value
COMMON STOCKS - 108.3% (continued)
Japan - 9.4% (continued)
NISSIN FOODS HOLDINGS CO, Ltd.	1,000	$29,299
NTT DoCoMo, Inc.	106	143,182
Takeda Pharmaceutical Company, Ltd.	900	30,915
Yamato Holdings Company, Ltd.	3,000	28,097
		417,631
Jersey - 1.8%
Randgold Resources, Ltd. ADR	1,475	80,166
Norway - 0.5%
Tandberg ASA	1,600	23,596
Papua New Guinea - 2.2%
Oil Search, Ltd.	26,931	98,493
Philippines - 1.3%
Philippine Long Distance Telephone Company ADR	1,298	57,281
Poland - 0.5%
Polski Koncern Naftowy Orlen	3,400	23,264
Spain - 1.2%
Mapfre S.A.	10,592	23,217
Repsol YPF S.A.	1,694	29,323
		52,540
Switzerland - 5.3%
ACE, Ltd.	600	24,240
Syngenta AG	655	132,001
Transocean, Ltd. *	1,313	77,257
		233,498
United Kingdom - 11.7%
AstraZeneca plc	1,163	40,900
Balfour Beatty plc	3,831	17,988
BG Group plc	4,345	65,772
Cadbury plc	18,544	140,222
Diageo plc	2,547	28,743
GKN plc	17,819	17,513
GlaxoSmithKline plc	2,439	38,057
Imperial Tobacco Group plc	4,819	108,418
Ladbrokes plc	8,244	21,646
Meggitt plc	10,000	18,437
Prudential plc	4,808	23,248
		520,944
United States - 53.9%
Abbott Laboratories	1,262	60,197
Activision Blizzard, Inc. *	7,200	75,312
AllianceBernstein Holding, LP	4,000	58,880
Allstate Corporation	800	15,320
Altria Group, Inc.	9,379	150,251
American Electric Power Company, Inc.	1,500	37,890
Apple, Inc. *	360	37,843
Bank of New York Mellon Corporation	1,269	35,849
Bristow Group, Inc. *	900	19,287
Carpenter Technology Corporation	1,000	14,120
Cephalon, Inc. *	842	57,340
CVS Caremark Corporation	1,100	30,239
Darden Restaurants, Inc.	700	23,982
DTE Energy Company	1,000	27,700

  48   The accompanying notes are an integral part of the financial statements

Schedule of Investments March 31, 2009 (unaudited) Security Equity Fund Global Institutional Series

	Shares	Value
COMMON STOCKS - 108.3% (continued)
United States - 53.9% (continued)
Eaton Corporation	800	$29,488
Express Scripts, Inc. *	2,345	108,269
Family Dollar Stores, Inc.	1,078	35,973
Frontier Communications Corporation	3,200	22,976
General Electric Company	2,600	26,286
Gilead Sciences, Inc. *	2,478	114,781
Google, Inc. *	406	141,313
H&R Block, Inc.	700	12,733
Interactive Brokers Group, Inc. *	3,919	63,213
International Business Machines Corporation	449	43,504
Kennametal, Inc.	2,000	32,420
Kimberly-Clark Corporation	2,920	134,641
Kroger Company	1,257	26,674
Life Technologies Corporation *	900	29,232
Manitowoc Company, Inc.	6,100	19,947
Marvel Entertainment, Inc. *	4,255	112,970
Mylan, Inc. *	6,415	86,026
NiSource, Inc.	3,800	37,240
Northern Trust Corporation	500	29,910
Occidental Petroleum Corporation	1,000	55,650
Olin Corporation	1,300	18,551
Oneok, Inc.	1,300	29,419
Oshkosh Truck Corporation	2,200	14,828
Overseas Shipholding Group, Inc.	600	13,602
Owens-Illinois, Inc. *	1,300	18,772
People’s United Financial, Inc.	1,400	25,158
Philip Morris International, Inc.	4,060	144,455
Qualcomm, Inc.	1,965	76,458
Schnitzer Steel Industries, Inc.	400	12,556
Sohu.com, Inc. *	2,753	113,726
Universal Health Services, Inc.	600	23,004
Valero Energy Corporation	1,400	25,060
Walgreen Company	1,200	31,152
Watson Pharmaceuticals, Inc. *	900	27,999
Worthington Industries, Inc.	2,300	20,033
		2,402,229
TOTAL COMMON STOCKS (Cost $4,786,552)		$4,823,196
	Principal Amount	Value
SHORT TERM INVESTMENTS - 9.3%
State Street General Account U.S. Government Fund	$414,673	$414,673
TOTAL SHORT TERM INVESTMENTS (Cost $414,673)		$414,673
Total Investments - 117.6% (cost $5,201,353)		$5,238,010
Liabilities, Less Cash & Other Assets - (17.6%)		(782,807	)
Total Net Assets - 100.0%		$4,455,203

INVESTMENT CONCENTRATION
At March 31, 2009, the investment diversification of the Series was as follows:
Industry	% of Net Assets		Value
Money Markets	9.3	%	$	414,673
Tobacco	9.1			403,124
Pharmaceuticals	7.9			349,799

INVESTMENT CONCENTRATION (continued)
Industry	% of Net Assets		Value
Internet Software & Services	5.7	%	$255,039
Home Entertainment Software	5.5		247,288
Wireless Telecommunication Services	4.5		200,463
Biotechnology	3.9		172,121
Reinsurance	3.8		169,957
Packaged Foods & Meats	3.9		169,521
Oil & Gas Exploration & Production	3.6		158,937
Integrated Oil & Gas	3.4		150,745
Household Products	3.0		134,641
Oil & Gas Refining & Marketing	3.0		132,750
Fertilizers & Agricultural Chemicals	3.0		132,001
Industrial Machinery	2.8		125,063
Asset Management & Custody Banks	2.8		124,639
Gold	2.5		113,501
Movies & Entertainment	2.5		112,970
Health Care Services	2.4		108,269
Communications Equipment	2.2		100,054
Property & Casualty Insurance	2.0		91,314
Computer Hardware	1.8		81,347
Steel	1.8		81,316
Electric Utilities	1.8		78,898
Oil & Gas Drilling	1.8		77,257
Multi-Utilities	1.5		64,940
Specialized Finance	1.4		63,213
Drug Retail	1.4		61,391
Food Retail	1.4		61,141
Electrical Components & Equipment	1.3		57,652
Construction & Farm Machinery & Heavy Trucks	1.2		50,990
Systems Software	1.0		46,486
Industrial Conglomerates	1.0		45,426
Distillers & Vintners	1.0		45,026
Integrated Telecommunication Services	1.0		43,969
Construction & Engineering	0.9		40,538
Diversified Banks	0.9		40,026
General Merchandise Stores	0.8		35,973
Investment Banking & Brokerage	0.7		30,976
Gas Utilities	0.7		29,419
Life Sciences Tools & Services	0.7		29,232
Air Freight & Logistics	0.6		28,097
Thrifts & Mortgage Finance	0.6		25,158
Restaurants	0.5		23,982
Life & Health Insurance	0.5		23,248
Multi-line Insurance	0.5		23,217
Health Care Facilities	0.5		23,004
Casinos & Gaming	0.5		21,646
Oil & Gas Equipment & Services	0.4		19,287
Metal & Glass Containers	0.4		18,772
Diversified Chemicals	0.4		18,551
IT Consulting & Other Services	0.4		18,537
Aerospace & Defense	0.4		18,437
Auto Parts & Equipment	0.4		17,513
Oil & Gas Storage & Transportation	0.3		13,602
Specialized Consumer Services	0.3		12,733
Rights	0.0		141
Total Investments	117.6		$5,238,010

  49   The accompanying notes are an integral part of the financial statements

Schedule of Investments March 31, 2009 (unaudited) Security Equity Fund Global Institutional Series

For federal income tax purposes the identified cost of investments owned at March 31, 2009 was $5,326,801.

ADR	American Depositary Receipt
plc	Public Limited Company

* Non-income producing security

¹ Security is a PFIC (Passive Foreign Investment Company).

  50   The accompanying notes are an integral part of the financial statements

Security Equity Fund

Global Institutional Series

(unaudited)

Statement of Assets and

Liabilities

March 31, 2009

Assets:
Investments, at value*	$5,238,010
Cash denominated in a foreign currency, at value**	5,989
Receivables:
Fund shares sold	4,298
Securities sold	499,478
Interest	41
Dividends	23,258
Security Investors	12,053
Foreign taxes recoverable	111
Prepaid expenses	11,657
Total assets	5,794,895
Liabilities:
Cash overdraft	4,723
Payable for:
Fund shares redeemed	1,197,193
Securities purchased	119,679
Management fees	4,632
Administration fees	1,595
Transfer agent/maintenance fees	22
Custodian fees	4,661
Directors’ fees	286
Professional fees	4,090
Other fees	2,811
Total liabilities	1,339,692
Net assets	$4,455,203
Net assets consist of:
Paid in capital	$7,548,863
Undistributed net investment income	30,385
Accumulated net realized loss on sale of investments	(3,160,567)
Net unrealized appreciation in value of investments	36,522
Net assets	$4,455,203
Capital shares authorized	unlimited
Capital shares outstanding	693,468
Net asset value per share (net assets divided by shares outstanding)	$6.42
*Investments, at cost	$5,201,353
**Cash denominated in a foreign currency, at cost	6,064

Statement of Operations

For the Six Months Ended March 31, 2009

Investment Income:
Dividends (net of foreign withholding tax $1,912)	$78,570
Interest	(300)
Total investment income	78,270
Expenses:
Management fees	29,162
Administration fees	5,707
Transfer agent/maintenance fees	191
Custodian fees	18,779
Directors’ fees	308
Professional fees	6,625
Reports to shareholders	2,358
Registration fees	10,701
Other	1,503
Total expenses	75,334
Less:
Reimbursement of expenses	(41,801)
Net expenses	33,533
Net investment income	44,737
Net Realized and Unrealized Gain (Loss):
Net realized gain (loss) during the period on:
Investments	(2,762,940)
Foreign currency transactions	(11,962)
Net realized loss	(2,774,902)
Net unrealized appreciation (depreciation) during the period on:
Investments	813,247
Translation of assets and liabilities in foreign currencies	(3,309)
Net unrealized appreciation	809,938
Net realized and unrealized loss	(1,964,964)
Net decrease in net assets resulting from operations	$(1,920,227)

51 The accompanying notes are an integral part of the financial statements

	Security Equity Fund
Statement of Changes in Net Assets	Global Institutional Series

	Six Months Ended March 31, 2009 (unaudited)			Period Ended September 30, 2008*
Increase (decrease) in net assets from operations:
Net investment income	$	44,737		$	14,698
Net realized loss during the period on investments		(2,774,902	)		(393,406	)
Net unrealized appreciation (depreciation) during the period on investments		809,938			(773,416	)
Net decrease in net assets resulting from operations		(1,920,227	)		(1,152,124	)
Distributions to shareholders from:
Net investment income		(21,309	)		–
Total distributions to shareholders		(21,309	)		–
Capital share transactions:
Proceeds from sale of shares		1,203,800			8,934,232
Dividends reinvested		20,899			–
Cost of shares redeemed		(2,209,959	)		(400,109	)
Net increase (decrease) from capital share transactions		(985,260	)		8,534,123
Net increase (decrease) in net assets		(2,926,796	)		7,381,999
Net assets:
Beginning of period		7,381,999			–
End of period	$	4,455,203		$	7,381,999
Undistributed net investment income at end of period	$	30,385		$	6,957
Capital share activity:
Shares sold		177,113			893,198
Shares reinvested		2,999			–
Shares redeemed		(338,433	)		(41,409	)
Total capital share activity		(158,321	)		851,789

* For the period July 11, 2008 (commencement of operations) to September 30, 2008.

52 The accompanying notes are an integral part of the financial statements

Financial Highlights Selected data for each share of capital stock outstanding throughout each period Security Equity Fund
Global Institutional Series

	Six Months Ended March 31, 2009a	Period Ended September 30, 2008b
Per Share Data
Net asset value, beginning of period	$8.67	$10.00
Income (loss) from investment operations:
Net investment incomec	0.05	0.02
Net loss on securities (realized and unrealized)	(2.27)	(1.35)
Total from investment operations	(2.22)	(1.33)
Less distributions:
Dividends from net investment income	(0.03)	–
Total distributions	(0.03)	–
Net asset value, end of period	$6.42	$8.67
Total Return	(25.56%)	(13.30%)
Ratios/Supplemental Data
Net assets, end of period (in thousands)	$4,455	$7,382
Ratios to average net assets:
Net investment income	1.53%	0.87%
Total expensesd	2.58%	1.97%
Net expensese	1.15%	1.15%
Net expenses prior to custodian earnings credits and net of expense waivers	1.15%	1.15%
Portfolio turnover rate	430%	325%

^a Unaudited figures for the six months ended March 31, 2009. Percentage amounts, except total return, have been annualized.

^b Security Global Institutional Series was initially capitalized on July 11, 2008 with a net asset value of $10 per share. Percentage amounts for the period, except total return, have been annualized.

^c Net investment income (loss) was computed using average shares outstanding throughout the period.

d Total expense information reflects the expense ratios absent expense reductions by the Investment Manager and earnings credits, as applicable.

e Net expense information reflects the expense ratios after voluntary expense waivers, reimbursements and custodian earnings credits, as applicable.

  53   The accompanying notes are an integral part of the financial statements

Performance Summary March 31, 2009 Security Equity Fund Mid Cap Value Series (unaudited)

  PERFORMANCE

$10,000 Over 10 Years

This chart assumes a $10,000 investment in Class A shares of Mid Cap Value Series on March 31, 1999, reflects deduction of the 5.75% sales load and assumes all dividends reinvested. The chart does not reflect the deduction of taxes that a shareholder would pay on distributions or the redemption of fund shares. The Russell 2500 Value Index is an unmanaged index that measures the performance of securities of small-to-mid cap U.S. companies with greater-than-average value orientation.

Average Annual Returns
Periods Ended 3-31-09	1 Year	5 Years	10 Years
A Shares	(26.24%)	1.13%	9.87%
A Shares with sales charge	(30.48%)	(0.06%)	9.22%
B Shares	(26.81%)	0.37%	9.12%
B Shares with CDSC	(29.97%)	0.15%	9.12%
C Shares	(26.83%)	0.37%	8.95%
C Shares with CDSC	(27.47%)	0.37%	8.95%
The performance data above represents past performance that is not predictive of future results. The investment return and principal value of an investment in the Series will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than their original cost. The figures above do not reflect deduction of the maximum front-end sales charge of 5.75% for Class A shares or the contingent deferred sales charge of 5% for Class B shares and 1% for Class C shares, as applicable, except where noted. The figures do not reflect the deduction of taxes that a shareholder would pay on distributions or redemption of shares. Such figures would be lower if the maximum sales charge and any applicable taxes were deducted.

Portfolio Composition by Sector as of 3-31-09
Consumer Discretionary	5.83%
Consumer Staples	6.08
Energy	10.03
Financials	15.04
Health Care	4.20
Industrials	17.08
Information Technology	13.66
Materials	9.08
Utilities	12.13
Exchange Traded Funds	2.05
Convertible Bonds	1.19
Commercial Paper	0.79
Repurchase Agreement	2.83
Cash & Other Assets, Less Liabilities	0.01
Total Net Assets	100.00%

  54   The accompanying notes are an integral part of the financial statements

Performance Summary March 31, 2009 Security Equity Fund Mid Cap Value Series (unaudited)

Information About Your Series Expenses

Calculating your ongoing Series expenses

Example

As a shareholder of the Series, you incur two types of costs: (1) transaction costs, which may include sales charges (loads) on purchase payments; contingent deferred sales charges on redemptions; and redemption fees, if any; and (2) ongoing costs, including management fees; distribution and/or service fees (12b-1); and other Series expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in the Series and to compare these costs with ongoing costs of investing in other mutual funds. The example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period October 1, 2008 through March 31, 2009.

Actual Expenses

The first line for each class of shares in the table provides information about actual account values and actual expenses. You may use the information in this table, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the table under the heading entitled “Expenses Paid During the Period” to estimate the expenses you paid on your account during this period.

Hypothetical Example for Comparison Purposes

The second line for each class of shares in the table provides information about hypothetical account values and hypothetical expenses based on the Series actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Series actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Series and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other mutual funds.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as sales charges (loads) on purchase payments, contingent deferred sales charges on redemptions, and redemption fees, if any. Therefore, the second line for each class of shares is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.

Series Expenses
	Beginning Account Value 10/1/2008	Ending Account Value 3/31/2009 1	Expenses Paid During Period 2
Mid Cap Value
Series - Class A
Actual	$1,000.00	$732.39	$6.57
Hypothetical	1,000.00	1,017.35	7.64
Mid Cap Value
Series - Class B
Actual	1,000.00	729.88	9.79
Hypothetical	1,000.00	1,013.61	11.40
Mid Cap Value
Series - Class C
Actual	1,000.00	729.39	9.79
Hypothetical	1,000.00	1,013.61	11.40

¹ The actual ending account value is based on the actual total return of the Series for the period October 1, 2008 to March 31, 2009 after actual expenses and will differ from the hypothetical ending account value which is based on the Series expense ratio and a hypothetical annual return of 5% before expenses. The actual cumulative return at net asset value for the period October 1, 2008 to March 31, 2009 was (26.76%), (27.01%) and (27.06%), for Class A, B and C shares, respectively.

² Expenses are equal to the Series annualized expense ratio (1.52%, 2.27% and 2.27% for Class A, B, and C shares, respectively), net of any applicable fee waivers, multiplied by the average account value over the period, multiplied by 182/365 (to reflect the one-half year period).

55

Schedule of Investments March 31, 2009 (unaudited) Security Equity Fund Mid Cap Value Series

	Shares	Value
COMMON STOCKS - 95.2%
Apparel Retail - 2.6%
Brown Shoe Company, Inc.	879,500	$3,298,125
Chico’s FAS, Inc. *	1,790,100	9,612,837
Talbots, Inc.	1,029,000	3,611,790
		16,522,752
Apparel, Accessories & Luxury
Goods - 1.8%
Fossil, Inc. *	236,700	3,716,190
Maidenform Brands, Inc. *	635,900	5,824,844
Oxford Industries, Inc.	318,300	1,963,911
		11,504,945
Application Software - 0.2%
PLATO Learning, Inc. 1,*	845,700	1,505,346
Auto Parts & Equipment - 0.0%
HydroGen Corporation 1,2,*	1,265,700	25,314
Biotechnology - 0.1%
Combinatorx, Inc. *	866,300	537,106
Building Products - 0.4%
Trex Company, Inc. *	359,900	2,746,037
Coal & Consumable Fuels - 2.3%
Evergreen Energy, Inc. *	3,905,700	5,436,734
USEC, Inc. *	1,822,100	8,746,080
		14,182,814
Communications Equipment - 1.2%
EF Johnson Technologies, Inc. 1,*	870,000	652,500
Symmetricom, Inc. 1,*	1,910,270	6,685,945
		7,338,445
Computer Storage & Peripherals - 0.4%
STEC, Inc. *	307,300	2,264,801
Construction & Engineering - 5.3%
Insituform Technologies, Inc. *	824,300	12,892,052
Quanta Services, Inc. *	437,100	9,375,795
URS Corporation *	269,190	10,877,968
		33,145,815
Construction Materials - 1.5%
Eagle Materials, Inc.	400,100	9,702,425
Consumer Finance - 0.3%
First Marblehead Corporation *	1,443,431	1,862,026
Data Processing & Outsourced
Services - 5.8%
Affiliated Computer Services, Inc. *	250,300	11,986,867
Computer Sciences Corporation *	670,500	24,701,220
		36,688,087
Electric Utilities - 7.3%
Allete, Inc.	194,557	5,192,726
Empire District Electric Company	189,566	2,737,333
Great Plains Energy, Inc.	875,400	11,791,638
Northeast Utilities	378,900	8,180,451
Pepco Holdings, Inc.	408,400	5,096,832
Westar Energy, Inc.	739,800	12,968,694
		45,967,674

	Shares	Value
COMMON STOCKS - 95.2% (continued)
Electrical Components &
Equipment - 0.9%
Power-One, Inc. 1,2,*	5,626,300	$4,951,144
UQM Technologies, Inc. 1,*	517,722	849,064
		5,800,208
Electronic Manufacturing Services - 1.6%
Maxwell Technologies, Inc. 1,2,*	1,446,000	10,049,700
Exchange Traded Funds - 2.0%
iShares Russell 2000 Value Index Fund	97,600	3,851,296
iShares S&P MidCap 400	204,700	9,045,693
		12,896,989
Forest Products - 0.7%
Louisiana-Pacific Corporation	2,014,300	4,491,889
Gas Utilities - 1.8%
Atmos Energy Corporation	493,000	11,398,160
Health Care Equipment - 0.4%
Aspect Medical Systems, Inc. *	606,700	2,542,073
Health Care Facilities - 1.5%
Community Health Systems, Inc. *	610,100	9,358,934
Health Care Services - 2.2%
Mednax, Inc. *	318,500	9,386,195
Providence Service Corporation *	90,000	619,200
RehabCare Group, Inc. *	228,530	3,985,563
		13,990,958
Highways & Railtracks - 0.3%
Quixote Corporation 1,2	479,100	1,662,477
Home Furnishings - 1.4%
Leggett & Platt, Inc.	668,800	8,687,712
Human Resources & Employment Services - 0.8%
Administaff, Inc.	232,000	4,902,160
Industrial Conglomerates - 2.0%
McDermott International, Inc. *	921,300	12,336,207
Industrial Machinery - 1.1%
Harsco Corporation	230,800	5,116,836
Thermoenergy Corporation 1,2,*	3,792,870	1,782,649
		6,899,485
Insurance Brokers - 0.5%
Arthur J Gallagher & Company	189,000	3,213,000
Mortgage REIT’s - 0.7%
Bimini Capital Management, Inc. 1,2,*	1,474,400	66,348
Redwood Trust, Inc.	285,027	4,375,164
		4,441,512
Multi-Line Insurance - 1.5%
American Financial Group, Inc.	602,050	9,662,903

  56   The accompanying notes are an integral part of the financial statements

Schedule of Investments March 31, 2009 (unaudited) Security Equity Fund Mid Cap Value Series

	Shares	Value
COMMON STOCKS - 95.2% (continued)
Multi-Utilities - 3.0%
NorthWestern Corporation	586,100	$12,589,428
SCANA Corporation	210,000	6,486,900
		19,076,328
Oil & Gas Drilling - 1.4%
Helmerich & Payne, Inc. 3	397,300	9,046,521
Oil & Gas Equipment &
Services - 2.1%
Global Industries, Ltd. *	3,365,070	12,921,869
Oil & Gas Exploration &
Production - 2.4%
Goodrich Petroleum Corporation *	89,100	1,724,976
Gulfport Energy Corporation *	664,000	1,540,480
Newfield Exploration Company *	53,007	1,203,259
PetroHawk Energy Corporation *	582,500	11,201,475
		15,670,190
Oil & Gas Storage &
Transportation - 1.8%
Southern Union Company	746,660	11,364,165
Packaged Foods & Meats - 6.1%
Del Monte Foods Company	570,000	4,155,300
Hormel Foods Corporation	360,700	11,437,797
JM Smucker Company	381,300	14,211,051
Smithfield Foods, Inc. *	898,500	8,499,810
		38,303,958
Paper Packaging - 4.4%
Bemis Company, Inc.	802,800	16,834,716
Sonoco Products Company	503,200	10,557,136
		27,391,852
Paper Products - 1.3%
Schweitzer-Mauduit International, Inc.	438,700	8,098,402
Property & Casualty
Insurance - 7.5%
Alleghany Corporation *	43,845	11,874,460
Assured Guaranty, Ltd.	241,900	1,637,663
Employers Holdings, Inc.	382,300	3,647,142
Hanover Insurance Group, Inc.	447,000	12,882,540
United America Indemnity, Ltd. *	54,325	218,387
W.R. Berkley Corporation	759,800	17,133,490
		47,393,682
Railroads - 0.8%
Kansas City Southern 3,*	400,733	5,093,316
Regional Banks - 4.5%
Commerce Bancshares, Inc. 3	311,745	11,316,343
First Horizon National Corporation 3	430,897	4,627,832
Old National Bancorp	158,630	1,771,897
Wilmington Trust Corporation	1,077,400	10,440,006
		28,156,078
Research & Consulting
Services - 2.9%
ICF International, Inc. *	355,700	8,170,429
Navigant Consulting, Inc. 3,*	763,500	9,978,945
		18,149,374

	Shares	Value
COMMON STOCKS - 95.2% (continued)
Security & Alarm Services - 1.7%
GeoEye, Inc. *	526,710	$10,402,523
Semiconductor Equipment - 0.6%
Ultratech, Inc. *	316,200	3,949,338
Semiconductors - 3.9%
IXYS Corporation 1,2	2,742,900	22,107,774
RF Micro Devices, Inc. *	1,614,700	2,147,551
		24,255,325
Specialty Chemicals - 1.2%
Landec Corporation *	741,716	4,131,358
Zoltek Companies, Inc. *	501,000	3,411,810
		7,543,168
Trucking - 1.0%
Old Dominion Freight Line, Inc. *	61,790	1,451,447
Saia, Inc. *	417,270	4,986,377
		6,437,824
TOTAL COMMON STOCKS
(cost $905,405,257)		$599,581,867
	Shares	Value
WARRANTS - 0.0%
Nova Biosource Fuels, Inc. $2.40, 7/5/2011	677,450	$37,438
TOTAL WARRANTS
(cost $699,773)		$37,438
	Principal Amount	Value
CONVERTIBLE BONDS - 1.2%
Electric Utilities - 0.5%
Power-One, Inc. 8.00%, 2013 4,5	$4,000,000	$3,305,800
Metals & Minerals - 0.7%
USEC, Inc. 3.00%, 2014	7,600,000	4,189,500
TOTAL CONVERTIBLE BONDS
(cost $11,600,000)		$7,495,300
	Principal Amount	Value
COMMERCIAL PAPER - 0.8%
Oil Field Services - 0.8%
ConocoPhillips
0.23%, 04/01/20095	$5,000,000	$5,000,000
TOTAL COMMERCIAL PAPER (cost $5,000,000)		$5,000,000
	Principal Amount	Value
REPURCHASE AGREEMENT - 2.8%
UMB Financial Corp, 0.06%, dated 3/31/09, matures 4/01/09; repurchase amount $17,837,030 (Collateralized by FNMA, 5.625%, 05/19/11 with a value of $18,194,208)	$17,837,000	$17,837,000
TOTAL REPURCHASE AGREEMENT
(cost $17,837,000)		$17,837,000

  57   The accompanying notes are an integral part of the financial statements

Schedule of Investments March 31, 2009 (unaudited) Security Equity Fund Mid Cap Value Series

	Value
Total Investments - 100.0% (cost $940,542,030)	$629,951,605
Cash & Other Assets, Less Liabilities - 0.0%	35,211
Total Net Assets - 100.0%	$629,986,816

For federal income tax purposes the identified cost of investments owned at March 31, 2009 was $941,808,064.

* Non-income producing security

¹ Security is deemed illiquid. The total market value of illiquid securities is $50,338,261 (cost $120,097,226), or 8.0% of total net assets.

² Investment in an affiliated issuer. See Note 8 in notes to financial statements.

³ Security is segregated as collateral for open written option contracts.

⁴ Security was acquired through a private placement.

⁵ Security is a 144A or Section 4(2) security. The total market value of 144A or Section 4(2) securities is $8,305,800 (cost $9,000,000), or 1.3% of total net assets.

58 The accompanying notes are an integral part of the financial statements

Security Equity Fund

Mid Cap Value Series

(unaudited)

Statement of Assets and Liabilities

March 31, 2009

Assets:
Investments in unaffiliated issues, at value*	$589,306,199
Investments in affiliated issues, at value**	40,645,406
Total investments	629,951,605
Cash	422
Receivables:
Fund shares sold	1,842,806
Securities sold	336,432
Interest	115,739
Dividends	879,639
Prepaid expenses	61,857
Total assets	633,188,500
Liabilities:
Payable for:
Fund shares redeemed	879,349
Written options, at value (premiums received, $1,928,858)	921,195
Management fees	418,772
Custodian fees	6,000
Transfer agent/maintenance fees	124,151
Administration fees	47,890
Professional fees	48,937
12b-1 distribution plan fees	195,627
Directors’ fees	31,826
Other	527,937
Total liabilities	3,201,684
Net assets	$629,986,816
Net assets consist of:
Paid in capital	$986,856,058
Undistributed net investment income	1,153,812
Accumulated net realized loss on sale of investments	(48,440,291)
Net unrealized depreciation in value of investments	(309,582,763)
Net assets	$629,986,816
Class A:
Capital shares outstanding (unlimited number of shares authorized)	28,149,178
Net assets	$512,512,789
Net asset value and redemption price per share	$18.21
Maximum offering price per share (net asset value divided by 94.25%)	$19.32
Class B:
Capital shares outstanding (unlimited number of shares authorized)	2,720,026
Net assets	$42,586,242

Net asset value, offering and redemption price per share (excluding any applicable contingent deferred sales charge)	$15.66
Class C:
Capital shares outstanding (unlimited number of shares authorized)	4,642,192
Net assets	$74,887,785
Net asset value, offering and redemption price per share (excluding any applicable contingent deferred sales charge)	$16.13
*Investments in unaffiliated issues, at cost	$841,228,542
**Investments in affiliated issues, at cost	99,313,488
Total cost	$940,542,030

Statement of Operations

For the Six Months Ended March 31, 2009

Investment Income:
Dividends from securities of unaffiliated issuers	$6,974,823
Dividends from securities of affiliated issuers	242,704
Interest	325,888
Total investment income	7,543,415
Expenses:
Management fees	2,730,649
Transfer agent/maintenance fees	942,582
Administration fees	314,637
Custodian fees	14,183
Directors’ fees	29,492
Professional fees	57,768
Reports to shareholders	47,405
Registration fees	40,585
Other expenses	30,748
12b-1 distribution fees - Class A	666,933
12b-1 distribution fees - Class B	235,039
12b-1 distribution fees - Class C	406,133
Total expenses	5,516,154
Less:
Earnings credits applied	(7)
Net expenses	5,516,147
Net investment income	2,027,268
Net Realized and Unrealized Gain (Loss):
Net realized gain (loss) during the period on:
Investments	(52,741,030)
Investment transactions of affiliated issuers	9,311
Options written	5,471,103
Net realized loss	(47,260,616)
Net unrealized appreciation (depreciation) during the period on:
Investments	(182,260,929)
Options written	1,698,123
Net unrealized depreciation	(180,562,806)
Net loss	(227,823,422)
Net decrease in net assets resulting from operations	$(225,796,154)

  59   The accompanying notes are an integral part of the financial statements

Statement of Changes in Net Assets   Security Equity Fund
Mid Cap Value Series  

	Six Months Ended March 31, 2009 (unaudited)			Year Ended September 30, 2008
Increase (decrease) in net assets from operations:
Net investment income	$	2,027,268		$	4,667,997
Net realized gain (loss) during the period on investments		(47,260,616	)		110,275,572
Net unrealized depreciation during the period on investments		(180,562,806	)		(238,269,809	)
Net decrease in net assets resulting from operations		(225,796,154	)		(123,326,240	)
Distributions to shareholders from:
Net investment income
Class A		(3,569,957	)		(2,202,928	)
Net realized gain
Class A		(68,549,175	)		(121,470,120	)
Class B		(6,651,444	)		(20,681,946	)
Class C		(11,126,589	)		(34,476,081	)
Total distributions to shareholders		(89,897,165	)		(178,831,075	)
Capital share transactions:
Proceeds from sale of shares
Class A		222,469,265			371,736,030
Class B		3,386,447			5,200,948
Class C		9,968,512			15,042,995
Distributions reinvested
Class A		67,810,290			112,053,902
Class B		6,316,674			19,668,106
Class C		10,539,574			32,802,694
Cost of shares redeemed
Class A		(184,809,874	)		(301,963,588	)
Class B		(9,053,125	)		(31,210,126	)
Class C		(16,824,331	)		(55,705,793	)
Net increase from capital share transactions		109,803,432			167,625,168
Net decrease in net assets		(205,889,887	)		(134,532,147	)
Net assets:
Beginning of period		835,876,703			970,408,850
End of period	$	629,986,816		$	835,876,703
Undistributed net investment income at end of period	$	1,153,812		$	2,696,501
Capital share activity:
Shares sold
Class A		10,889,242			12,267,686
Class B		193,492			184,126
Class C		568,451			518,567
Shares reinvested
Class A		3,546,563			3,657,110
Class B		383,293			730,073
Class C		620,706			1,185,925
Shares redeemed
Class A		(9,378,828	)		(9,688,641	)
Class B		(540,195	)		(1,117,874	)
Class C		(986,884	)		(1,973,041	)

60 The accompanying notes are an integral part of the financial statements

Financial Highlights Selected data for each share of capital stock outstanding throughout each period Security Equity Fund
Mid Cap Value Series

Class A	Six Months Ended March 31, 2009a	2008	2007	2006	2005	Year Ended September 30, 2004
Per Share Data
Net asset value, beginning of period	$28.41	$40.79	$38.27	$36.34	$30.45	$24.48
Income (loss) from investment operations:
Net investment income (loss)b	0.07	0.25	0.25	0.04	0.01	(0.09)
Net gain (loss) on securities (realized and unrealized)	(7.54)	(4.77)	4.59	3.96	8.16	6.32
Total from investment operations	(7.47)	(4.52)	4.84	4.00	8.17	6.23
Less distributions:
Dividends from net investment income	(0.14)	(0.14)	(0.23)	–	–	–
Distributions from realized gains	(2.59)	(7.72)	(2.09)	(2.07)	(2.28)	(0.26)
Total distributions	(2.73)	(7.86)	(2.32)	(2.07)	(2.28)	(0.26)
Net asset value, end of period	$18.21	$28.41	$40.79	$38.27	$36.34	$30.45
Total Return c	(26.76%)	(12.48%)	12.96%	11.44%	27.77%	25.59%
Ratios/Supplemental Data
Net assets, end of period (in thousands)	$512,513	$656,044	$687,484	$596,074	$373,031	$215,659
Ratios to average net assets:
Net investment income (loss)	0.76%	0.79%	0.61%	0.10%	0.04%	(0.31%)
Total expensesd	1.52%	1.37%	1.32%	1.36%	1.41%	1.48%
Net expensese	1.52%	1.37%	1.32%	1.36%	1.41%	1.48%
Net expenses prior to custodian earning credits and net of expense waivers	1.52%	1.37%	1.32%	1.36%	1.41%	1.48%
Portfolio turnover rate	32%	68%	44%	33%	19%	45%
Class B	Six Months Ended March 31, 2009a	2008	2007	2006	2005	Year Ended September 30, 2004
Per Share Data
Net asset value, beginning of period	$24.83	$36.78	$34.76	$33.43	$28.37	$22.99
Income (loss) from investment operations:
Net investment lossb	–	–	(0.04)	(0.23)	(0.22)	(0.28)
Net gain (loss) on securities (realized and unrealized)	(6.58)	(4.23)	4.15	3.63	7.56	5.92
Total from investment operations	(6.58)	(4.23)	4.11	3.40	7.34	5.64
Less distributions:
Distributions from realized gains	(2.59)	(7.72)	(2.09)	(2.07)	(2.28)	(0.26)
Total distributions	(2.59)	(7.72)	(2.09)	(2.07)	(2.28)	(0.26)
Net asset value, end of period	$15.66	$24.83	$36.78	$34.76	$33.43	$28.37
Total Return c	(27.01%)	(13.14%)	12.10%	10.60%	26.83%	24.67%
Ratios/Supplemental Data
Net assets, end of period (in thousands)	$42,586	$66,641	$106,179	$108,784	$97,664	$74,650
Ratios to average net assets:
Net investment income (loss)	0.01%	(0.01%)	(0.10%)	(0.68%)	(0.72%)	(1.07%)
Total expensesd	2.27%	2.12%	2.07%	2.11%	2.16%	2.23%
Net expensese	2.27%	2.12%	2.07%	2.11%	2.16%	2.23%
Net expenses prior to custodian earning credits and net of expense waivers	2.27%	2.12%	2.07%	2.11%	2.16%	2.23%
Portfolio turnover rate	32%	68%	44%	33%	19%	45%

  61   The accompanying notes are an integral part of the financial statements

Financial Highlights Selected data for each share of capital stock outstanding throughout each period Security Equity Fund
Mid Cap Value Series

Class C	Six Months Ended March 31, 2009a	2008	2007	2006	2005	Year Ended September 30, 2004
Per Share Data
Net asset value, beginning of period	$25.49	$37.54	$35.43	$34.03	$28.85	$23.37
Income (loss) from investment operations:
Net investment lossb	–	–	(0.05)	(0.22)	(0.21)	(0.29)
Net gain (loss) on securities (realized and unrealized)	(6.77)	(4.33)	4.25	3.69	7.67	6.03
Total from investment operations	(6.77)	(4.33)	4.20	3.47	7.46	5.74
Less distributions:
Distributions from realized gains	(2.59)	(7.72)	(2.09)	(2.07)	(2.28)	(0.26)
Total distributions	(2.59)	(7.72)	(2.09)	(2.07)	(2.28)	(0.26)
Net asset value, end of period	$16.13	$25.49	$37.54	$35.43	$34.03	$28.85
Total Return c	(27.06%)	(13.15%)	12.13%	10.62%	26.80%	24.70%
Ratios/Supplemental Data
Net assets, end of period (in thousands)	$74,888	$113,192	$176,746	$152,579	$93,887	$54,133
Ratios to average net assets:
Net investment income (loss)	0.01%	(0.01%)	(0.12%)	(0.65%)	(0.71%)	(1.06%)
Total expensesd	2.27%	2.12%	2.07%	2.11%	2.16%	2.23%
Net expensese	2.27%	2.12%	2.07%	2.11%	2.16%	2.23%
Net expenses prior to custodian earning credits and net of expense waivers	2.27%	2.12%	2.07%	2.11%	2.16%	2.23%
Portfolio turnover rate	32%	68%	44%	33%	19%	45%

^a Unaudited figures for the six months ended March 31, 2009. Percentage amounts for the period, except total return, have been annualized.

^b Net investment income (loss) was computed using average shares outstanding throughout the period.

^c Total return information does not reflect deduction of any sales charges imposed at the time of purchase for Class A shares or upon redemption for Class B and C shares.

^d Total expense information reflects expense ratios absent expense reductions by the Investment Manager and custodian earnings credits, as applicable.

^e Net expense information reflects the expense ratios after voluntary expense waivers, reimbursements and custodian earnings credits, as applicable.

  62   The accompanying notes are an integral part of the financial statements

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63

Performance Summary March 31, 2009 Security Equity Fund Mid Cap Value Institutional Series (unaudited)

  PERFORMANCE

$10,000 Since Inception

This chart assumes a $10,000 investment in shares of Mid Cap Value Institutional Series on July 11, 2008 (date of Inception) and assumes all dividends reinvested. The chart does not reflect the deduction of taxes that a shareholder would pay on distributions or the redemption of fund shares. The Russell 2500 Value Index is an unmanaged index that measures the performance of securities of small-to-mid cap U.S. companies with greater-than-average value orientation.

Average Annual Returns
Periods Ended 3-31-09	Since Inception (7-11-08)
Mid Cap Value Institutional Series	(22.28%)
The performance data above represents past performance that is not predictive of future results. The investment return and principal value of an investment in the Series will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than their original cost. The figures do not reflect the deduction of taxes that a shareholder would pay on distributions or redemption of shares. Such figures would be lower any applicable taxes were deducted. Fee waivers and/or reimbursements reduced expenses of the Series and in the absence of such waiver, the performance quoted would be reduced.

Portfolio Composition by Sector as of 3-31-09
Consumer Discretionary	5.57%
Consumer Staples	6.92
Energy	10.33
Financials	14.22
Health Care	3.89
Industrials	16.07
Information Technology	11.39
Materials	7.80
Utilities	10.27
Exchange Traded Funds	14.02
Liabilities, Less Cash & Other Assets	(0.48)
Total Net Assets	100.00%

  64   The accompanying notes are an integral part of the financial statements

Performance Summary March 31, 2009 Security Equity Fund Mid Cap Value Institutional Series (unaudited)

Information About Your Series Expenses

Calculating your ongoing Series expenses

Example

As a shareholder of the Series, you incur ongoing costs, including management fees and other Series expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in the Series and to compare these costs with ongoing costs of investing in other mutual funds. The example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period October 1, 2008 through March 31, 2009.

Actual Expenses

The first line for each class of shares in the table provides information about actual account values and actual expenses. You may use the information in this table, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the table under the heading entitled “Expenses Paid During the Period” to estimate the expenses you paid on your account during this period.

Hypothetical Example for Comparison Purposes

The second line for each class of shares in the table provides information about hypothetical account values and hypothetical expenses based on the Series actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Series actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Series and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other mutual funds.

Please note that the expenses shown in the table are meant to highlight your ongoing costs. Therefore, the second line for each class of shares is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds.

Series Expenses
	Beginning Account Value 10/1/2008		Ending Account Value 3/31/2009 1		Expenses Paid During Period 2
Mid Cap Value Institutional Series
Actual	$	1,000.00	$	727.76	$	4.22
Hypothetical		1,000.00		1,020.04		4.94

¹ The actual ending account value is based on the actual total return of the Series for the period October 1, 2008 to March 31, 2009 after actual expenses and will differ from the hypothetical ending account value which is based on the Series expense ratio and a hypothetical annual return of 5% before expenses. The actual cumulative return at net asset value for the period October 1, 2008 to March 31, 2009 was (27.22%).

² Expenses are equal to the Series annualized expense ratio of 0.98%, net of any applicable fee waivers, multiplied by the average account value over the period, multiplied by 182/365 (to reflect the one-half year period).

65

Schedule of Investments March 31, 2009 (unaudited) Security Equity Fund Mid Cap Value Institutional Series

	Shares	Value
COMMON STOCKS - 100.5%
Apparel Retail - 2.0%
Brown Shoe Company, Inc.	44,600	$167,250
Chico’s FAS, Inc. *	63,900	343,143
Talbots, Inc.	42,000	147,420
		657,813
Apparel, Accessories & Luxury Goods - 2.2%
Fossil, Inc. *	15,455	242,644
Maidenform Brands, Inc. *	42,455	388,887
Oxford Industries, Inc.	19,800	122,166
		753,697
Application Software - 0.2%
PLATO Learning, Inc. 1,*	45,000	80,100
Biotechnology - 0.0%
Combinatorx, Inc. *	22,200	13,764
Building Products - 0.2%
Trex Company, Inc. *	9,900	75,537
Coal & Consumable Fuels - 2.9%
Evergreen Energy, Inc. *	358,855	499,527
USEC, Inc. *	103,600	497,280
		996,807
Communications Equipment - 1.0%
Symmetricom, Inc. 1,*	96,000	336,000
Computer Storage & Peripherals - 0.3%
STEC, Inc. *	12,300	90,651
Construction & Engineering - 4.9%
Insituform Technologies, Inc. *	37,700	589,628
Quanta Services, Inc. *	21,300	456,885
URS Corporation *	14,755	596,251
		1,642,764
Construction Materials - 0.9%
Eagle Materials, Inc.	12,755	309,309
Consumer Finance - 0.2%
First Marblehead Corporation *	42,876	55,310
Data Processing & Outsourced Services - 4.8%
Affiliated Computer Services, Inc. *	13,400	641,726
Computer Sciences Corporation *	26,455	974,603
		1,616,329
Electric Utilities - 6.2%
Allete, Inc.	6,254	166,919
Empire District Electric Company	6,600	95,304
Great Plains Energy, Inc.	48,055	647,302
Northeast Utilities	21,855	471,849
Pepco Holdings, Inc.	16,955	211,598
Westar Energy, Inc.	27,455	481,286
		2,074,258
Electrical Components & Equipment - 0.9%
Power-One, Inc. 1,*	265,800	233,904
UQM Technologies, Inc. 1,*	45,000	73,800
		307,704

	Shares	Value
COMMON STOCKS - 100.5% (continued)
Electronic Manufacturing Services - 1.6%
Maxwell Technologies, Inc. 1,*	79,255	$550,822
Exchange Traded Funds - 14.0%
iShares Russell 2000 Value Index Fund	59,000	2,328,140
iShares S&P MidCap 400	54,000	2,386,260
		4,714,400
Forest Products - 0.8%
Louisiana-Pacific Corporation	125,200	279,196
Gas Utilities - 1.2%
Atmos Energy Corporation	16,800	388,416
Health Care Equipment - 0.3%
Aspect Medical Systems, Inc. *	27,500	115,225
Health Care Facilities - 1.2%
Community Health Systems, Inc. *	26,855	411,956
Health Care Services - 2.4%
Mednax, Inc. *	15,775	464,889
Providence Service Corporation *	3,455	23,770
RehabCare Group, Inc. *	15,895	277,209
		765,868
Highways & Railtracks - 0.2%
Quixote Corporation 1	15,600	54,132
Home Furnishings - 1.4%
Leggett & Platt, Inc.	35,700	463,743
Human Resources & Employment Services - 0.9%
Administaff, Inc.	14,100	297,933
Industrial Conglomerates - 2.0%
McDermott International, Inc. *	49,355	660,863
Industrial Machinery - 1.6%
Harsco Corporation	23,655	524,431
Insurance Brokers - 0.5%
Arthur J Gallagher & Company	9,950	169,150
Mortgage REIT’s - 0.6%
Redwood Trust, Inc.	12,482	191,599
Multi-Line Insurance - 1.4%
American Financial Group, Inc.	29,680	476,364
Multi-Utilities - 2.9%
NorthWestern Corporation	31,200	670,176
SCANA Corporation	10,355	319,866
		990,042
Oil & Gas Drilling - 1.3%
Helmerich & Payne, Inc. 2	18,655	424,774

  66   The accompanying notes are an integral part of the financial statements

Schedule of Investments March 31, 2009 (unaudited) Security Equity Fund Mid Cap Value Institutional Series

	Shares	Value
COMMON STOCKS - 100.5% (continued)
Oil & Gas Equipment & Services - 2.0%
Global Industries, Ltd. *	176,687	$678,478
Oil & Gas Exploration & Production - 2.1%
Goodrich Petroleum Corporation *	10,155	196,601
Gulfport Energy Corporation *	13,955	32,376
Newfield Exploration Company *	4,422	100,379
PetroHawk Energy Corporation *	20,255	389,503
		718,859
Oil & Gas Storage & Transportation - 2.0%
Southern Union Company	43,088	655,799
Packaged Foods & Meats - 6.9%
Del Monte Foods Company	15,000	109,350
Hormel Foods Corporation	23,855	756,442
JM Smucker Company	19,700	734,219
Smithfield Foods, Inc. *	54,100	511,786
TreeHouse Foods, Inc. *	7,500	215,925
		2,327,722
Paper Packaging - 3.4%
Bemis Company, Inc.	29,555	619,768
Sonoco Products Company	24,755	519,360
		1,139,128
Paper Products - 1.6%
Schweitzer-Mauduit International, Inc.	28,555	527,125
Property & Casualty Insurance - 7.5%
Alleghany Corporation *	2,346	635,367
Assured Guaranty, Ltd.	10,500	71,085
Employers Holdings, Inc.	16,900	161,226
Hanover Insurance Group, Inc.	22,555	650,035
United America Indemnity, Ltd. *	2,097	8,430
W.R. Berkley Corporation	45,500	1,026,025
		2,552,168
Railroads - 0.6%
Kansas City Southern 2,*	16,953	215,473
Regional Banks - 4.0%
Commerce Bancshares, Inc. 2	14,200	515,460
First Horizon National Corporation 2	16,156	173,515
Old National Bancorp	3,600	40,212
Wilmington Trust Corporation	62,613	606,720
		1,335,907
Research & Consulting Services - 2.3%
ICF International, Inc. *	18,600	427,242
Navigant Consulting, Inc. 2,*	26,700	348,969
		776,211
Security & Alarm Services - 1.4%
GeoEye, Inc. *	24,660	487,035
Semiconductor Equipment - 0.3%
Ultratech, Inc. *	7,600	94,924

	Shares	Value
COMMON STOCKS - 100.5% (continued)
Semiconductors - 3.2%
IXYS Corporation 1	122,400	$986,544
RF Micro Devices, Inc. *	57,155	76,016
		1,062,560
Specialty Chemicals - 1.1%
Landec Corporation *	38,665	215,364
Zoltek Companies, Inc. *	22,300	151,863
		367,227
Trucking - 1.1%
Old Dominion Freight Line, Inc. *	1,608	37,772
Saia, Inc. *	27,000	322,650
		360,422
TOTAL COMMON STOCKS (cost $38,333,145)		$33,787,995
Total Investments - 100.5% (cost $38,333,145)		$33,787,995
Liabilities, Less Cash & Other Assets - (0.5)%		(162,645)
Total Net Assets - 100.0%		$33,625,350

For federal income tax purposes the identified cost of investments owned at March 31, 2009 was $38,333,145.

* Non-income producing security

¹ Security is deemed illiquid. The total market value of illiquid securities is $2,315,302 (cost $2,727,995), or 6.9% of total net assets.

² Security is segregated as collateral for open written option contracts.

  67   The accompanying notes are an integral part of the financial statements

Security Equity Fund

Mid Cap Value Institutional Series

(unaudited)

Statement of Assets and Liabilities

March 31, 2009

Assets:
Investments, at value*	$33,787,995
Cash	2,362,160
Receivables:
Fund shares sold	68,424
Securities sold	27,344
Dividends	41,024
Security Investors	2,170
Prepaid expenses	14,377
Total assets	36,303,494
Liabilities:
Payable for:
Fund shares redeemed	2,580,845
Written options, at value (premiums received $84,115)	49,485
Management fees	20,998
Administration fees	2,959
Transfer agent/maintenance fees	244
Custodian fees	644
Directors' fees	572
Professional fees	3,946
Other fees	18,451
Total liabilities	2,678,144
Net assets	$33,625,350
Net assets consist of:
Paid in capital	$38,351,985
Undistributed net investment income	90,460
Accumulated net realized loss on sale of investments	(306,574)
Net unrealized depreciation in value of investments	(4,510,521)
Net assets	$33,625,350
Capital shares authorized	unlimited
Capital shares outstanding	4,637,467
Net asset value per share (net assets divided by shares outstanding)	$7.25
*Investments, at cost	$38,333,145

Statement of Operations

For the Six Months Ended March 31, 2009

Investment Income:
Dividends	$239,023
Interest	1,558
Total investment income	240,581
Expenses:
Management fees	79,870
Administration fees	10,392
Transfer agent/maintenance fees	1,407
Directors' fees	616
Professional fees	6,717
Reports to shareholders	2,653
Registration fees	11,126
Other	595
Total expenses	113,376
Less:
Reimbursement of expenses	(8,918)
Net expenses	104,458
Net investment income	136,123
Net Realized and Unrealized Gain (Loss):
Net realized gain (loss) during the period on:
Investments	(398,991)
Options written	117,432
Net realized loss	(281,559)
Net unrealized appreciation (depreciation) during the period on:
Investments	(4,694,446)
Options written	51,506
Net unrealized depreciation	(4,642,940)
Net realized and unrealized loss	(4,924,499)
Net decrease in net assets resulting from operations	$(4,788,376)

68 The accompanying notes are an integral part of the financial statements

Statement of Changes in Net Assets Security Equity Fund Mid Cap Value Institutional Series

	Six Months Ended March 31, 2009 (unaudited)			Period Ended September 30, 2008*
Increase (decrease) in net assets from operations:
Net investment income	$	136,123		$	70,820
Net realized gain (loss) during the period on investments		(281,559	)		940,993
Net unrealized appreciation (depreciation) during the period on investments		(4,642,940	)		132,419
Net increase (decrease) in net assets resulting from operations		(4,788,376	)		1,144,232
Distributions to shareholders from:
Net investment income		(116,483	)		–
Net realized gain		(966,008	)		–
Total distributions to shareholders		(1,082,491	)		–
Capital share transactions:
Proceeds from sale of shares		28,652,715			17,301,324
Dividends reinvested		946,155			–
Cost of shares redeemed		(7,538,563	)		(1,009,646	)
Net increase from capital share transactions		22,060,307			16,291,678
Net increase in net assets		16,189,440			17,435,910
Net assets:
Beginning of period		17,435,910			–
End of period	$	33,625,350		$	17,435,910
Undistributed net investment income at end of period	$	90,460		$	70,820
Capital share activity:
Shares sold		3,877,626			1,725,544
Shares reinvested		126,492			–
Shares redeemed		(999,204	)		(92,991	)
Total capital share activity		3,004,914			1,632,553

* For the period July 11, 2008 (commencement of operations) to September 30, 2008.

69 The accompanying notes are an integral part of the financial statements

Financial Highlights Selected data for each share of capital stock outstanding throughout each period Security Equity Fund Mid Cap Value Institutional Series

	Six Months Ended March 31, 2009a	Period Ended September 30, 2008b
Per Share Data
Net asset value, beginning of period	$10.68	$10.00
Income (loss) from investment operations:
Net investment incomec	0.05	0.04
Net gain (loss) on securities (realized and unrealized)	(2.94)	0.64
Total from investment operations	(2.89)	0.68
Less distributions:
Dividends from net investment income	(0.06)	–
Distributions from realized gains	(0.48)	–
Total distributions	(0.54)	–
Net asset value, end of period	$7.25	$10.68
Total Return	(27.22%)	6.80%
Ratios/Supplemental Data
Net assets, end of period (in thousands)	$33,625	$17,436
Ratios to average net assets:
Net investment income	1.27%	1.81%
Total expensesd	1.06%	1.19%
Net expensese	0.98%	1.10%
Net expenses prior to custodian earnings credits and net of expense waivers	0.98%	1.10%
Portfolio turnover rate	44%	63%

^a Unaudited figures for the six months ended March 31, 2009. Percentage amounts, except total return, have been annualized.

^b Security Mid Cap Value Institutional Series was initially capitalized on July 11, 2008 with a net asset value of $10 per share. Percentage amounts for the period, except total return, have been annualized.

^c Net investment income (loss) was computed using average shares outstanding throughout the period.

^d Total expense information reflects the expense ratios absent expense reductions by the Investment Manager and earnings credits, as applicable.

^e Net expense information reflects the expense ratios after voluntary expense waivers, reimbursements and custodian earnings credits, as applicable.

70 The accompanying notes are an integral part of the financial statements

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71

Performance Summary March 31, 2009 Security Equity Fund Select 25 Series (unaudited)

PERFORMANCE

$10,000 Over 10 Years

This chart assumes a $10,000 investment in Class A shares of Select 25 Series on March 31, 1999 reflects deduction of the 5.75% sales load and assumes all dividends are reinvested. The chart does not reflect the deduction of taxes that a shareholder would pay on distributions or the redemption of fund shares. The Russell 1000 Growth Index is an unmanaged capitalization index which includes stocks incorporated in the United States and its territories and measures the performance of the Russell 1000 companies with higher price-to-book ratios and higher forecasted growth values.

Average Annual Returns
Periods Ended 3-31-09	1 Year	5 Years	10 Years
A Shares	(36.45%)	(6.86%)	(5.77%)
A Shares with sales charge	(40.09%)	(7.96%)	�� (6.32%)
B Shares	(36.99%)	(7.58%)	(6.31%)
Shares with CDSC	(40.14%)	(7.92%)	(6.31%)
C Shares	(36.98%)	(7.56%)	(6.44%)
C Shares with CDSC	(37.61%)	(7.56%)	(6.44%)
The performance data above represents past performance that is not predictive of future results. The investment return and principal value of an investment in the Series will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than their original cost. The above do not reflect the maximum front-end sales charge of 5.75% for Class A shares or the contingent deferred sales charge of 5% for Class B shares and 1% for Class C shares, as applicable, except where noted. The figures do that a shareholder would pay on distributions or redemption of shares. Such figures would be lower if the maximum sales charge and any applicable taxes were deducted. Fee waivers and/or reimbursements reduced expenses of the Series and in the absence of such waiver, the performance quoted would be reduced.

Portfolio Composition by Sector as of 3-31-09
Consumer Discretionary	11.58%
Consumer Staples	10.12
Energy	6.85
Financials	6.35
Health Care	12.92
Industrials	13.10
Information Technology	26.86
Materials	8.74
Cash & Other Assets, Less Liabilities	3.48
Total Net Assets	100.00%

  72   The accompanying notes are an integral part of the financial statements

Performance Summary March 31, 2009 Security Equity Fund Select 25 Series (unaudited)

Information About Your Series Expenses

Calculating your ongoing Series expenses

Example

As a shareholder of the Series, you incur two types of costs: (1) transaction costs, which may include sales charges (loads) on purchase payments; contingent deferred sales charges on redemptions; and redemption fees, if any; and (2) ongoing costs, including management fees; distribution and/or service fees (12b-1); and other Series expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in the Series and to compare these costs with ongoing costs of investing in other mutual funds. The example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period October 1, 2008 through March 31, 2009.

Actual Expenses

The first line for each class of shares in the table provides information about actual account values and actual expenses. You may use the information in this table, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the table under the heading entitled “Expenses Paid During the Period” to estimate the expenses you paid on your account during this period.

Hypothetical Example for Comparison Purposes

The second line for each class of shares in the table provides information about hypothetical account values and hypothetical expenses based on the Series actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Series actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Series and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other mutual funds.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as sales charges (loads) on purchase payments, contingent deferred sales charges on redemptions, and redemption fees, if any. Therefore, the second line for each class of shares is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.

Series Expenses
	Beginning Account Value 10/1/2008	Ending Account Value 3/31/2009 1	Expenses   Paid   During   Period 2
Select 25 Series -   Class A
Actual	$1,000.00	$756.87	$5.91
Hypothetical	1,000.00	1,018.20	6.79
Select 25 Series -   Class B
Actual	1,000.00	753.13	9.18
Hypothetical	1,000.00	1,014.46	10.55
Select 25 Series -   Class C
Actual	1,000.00	753.89	9.23
Hypothetical	1,000.00	1,014.41	10.60

¹ The actual ending account value is based on the actual total return of the Series for the period October 1, 2008 to March 31, 2009 after actual expenses and will differ from the hypothetical ending account value which is based on the Series expense ratio and a hypothetical annual return of 5% before expenses. The actual cumulative return at net asset value for the period October 1, 2008 to March 31, 2009 was (24.31%), (24.69%) and (24.61%), for Class A, B and C shares, respectively.

² Expenses are equal to the Series annualized expense ratio (1.35%, 2.10% and 2.10% for Class A, B, and C shares, respectively), net of any applicable fee waivers, multiplied by the average account value over the period, multiplied by 182/365 (to reflect the one-half year period).

73

Schedule of Investments March 31, 2009 (unaudited)   Security Equity Fund Select 25 Series  

	Shares	Value
COMMON STOCKS - 96.5%
Advertising - 2.4%
Omnicom Group, Inc.	32,030	$749,502
Aerospace & Defense - 2.9%
Honeywell International, Inc.	32,580	907,679
Asset Management & Custody
Banks - 3.1%
Bank of New York Mellon Corporation	34,055	962,054
Biotechnology - 3.5%
Gilead Sciences, Inc. *	23,495	1,088,288
Communications Equipment - 4.6%
Qualcomm, Inc.	36,750	1,429,943
Computer Hardware - 8.5%
Apple, Inc. *	10,330	1,085,889
Dell, Inc. *	61,830	586,148
Hewlett-Packard Company	30,420	975,265
		2,647,302
Department Stores - 3.1%
Kohl’s Corporation *	22,930	970,398
Drug Retail - 4.0%
CVS Caremark Corporation	46,040	1,265,640
Electrical Components &
Equipment - 3.0%
Emerson Electric Company	33,155	947,570
Fertilizers & Agricultural
Chemicals - 5.8%
Monsanto Company	11,355	943,601
Mosaic Company	20,745	870,875
		1,814,476
General Merchandise
Stores - 2.6%
Target Corporation	23,650	813,324
Home Entertainment
Software - 3.7%
Activision Blizzard, Inc. *	111,255	1,163,727
Hypermarkets & Super
Centers - 4.1%
Wal-Mart Stores, Inc.	24,340	1,268,113
Industrial Gases - 2.9%
Air Products & Chemicals, Inc.	16,365	920,531
Industrial Machinery - 2.5%
Parker Hannifin Corporation	23,010	781,880
Internet Software &
Services - 4.6%
Google, Inc. *	4,110	1,430,527

	Shares	Value
COMMON STOCKS - 96.5% (continued)
Life Sciences Tools &
Services - 3.1%
Thermo Fisher Scientific, Inc. *	26,885	$958,988
Oil & Gas Drilling - 3.7%
Transocean, Ltd. *	19,480	1,146,204
Oil & Gas Exploration &
Production - 3.2%
XTO Energy, Inc.	32,620	998,824
Other Diversified Financial
Services - 3.2%
JPMorgan Chase & Company	38,535	1,024,260
Packaged Foods & Meats - 2.0%
General Mills, Inc.	12,685	632,728
Pharmaceuticals - 6.3%
Pfizer, Inc.	55,120	750,734
Teva Pharmaceutical Industries, Ltd. ADR	27,600	1,243,381
		1,994,115
Railroads - 4.7%
Burlington Northern Santa Fe Corporation	24,290	1,461,043
Restaurants - 3.5%
McDonald’s Corporation	20,000	1,091,399
Semiconductors - 2.5%
Intel Corporation	52,610	791,781
Systems Software - 3.0%
Oracle Corporation	52,145	942,260
TOTAL COMMON STOCKS (cost $37,493,922)		$30,202,556
Total Investments - 96.5%
(cost $37,493,922)		$30,202,556
Cash & Other Assets, Less Liabilities - 3.5%		1,088,669
Total Net Assets - 100.0%		$31,291,225

For federal income tax purposes the identified cost of investments owned at March 31, 2009 was $37,586,940.

ADR American Depositary Receipt

* Non-income producing security

  74   The accompanying notes are an integral part of the financial statements

Security Equity Fund

Select 25 Series

(unaudited)

Statement of Assets and Liabilities
March 31, 2009
Assets:
Investments, at value*	$30,202,556
Cash	1,345,744
Receivables:
Fund shares sold	58,264
Dividends	32,144
Security Investors	13,629
Prepaid expenses	22,777
Total assets	31,675,114
Liabilities:
Payable for:
Securities purchased	218,570
Fund shares redeemed	104,775
Management fees	17,341
Transfer agent/maintenance fees	10,647
Administration fees	2,242
Professional fees	9,722
12b-1 distribution plan fees	11,247
Directors’ fees	1,680
Other	7,665
Total liabilities	383,889
Net assets	$31,291,225
Net assets consist of:
Paid in capital	$59,481,633
Accumulated net investment loss	(8,069)
Accumulated net realized loss on sale of investments	(20,890,973)
Net unrealized depreciation in value of investments	(7,291,366)
Net assets	$31,291,225
Class A:
Capital shares outstanding
(unlimited number of shares authorized)	4,117,311
Net assets	$21,535,076
Net asset value and redemption price per share	$5.23
Maximum offering price per share (net asset value divided by 94.25%)	$5.55
Class B:
Capital shares outstanding (unlimited number of shares authorized)	1,334,812
Net assets	$6,439,282
Net asset value, offering and redemption price per share (excluding any applicable contingent deferred sales charge)	$4.82
Class C:
Capital shares outstanding (unlimited number of shares authorized)	684,726
Net assets	$3,316,867
Net asset value, offering and redemption price per share (excluding any applicable contingent deferred sales charge)	$4.84
*Investments, at cost	$37,493,922

Statement of Operations
For the Six Months Ended March 31, 2009
Investment Income:
Dividends	$220,246
Interest	1,802
Total investment income	222,048
Expenses:
Management fees	107,453
Transfer agent/maintenance fees	105,165
Administration fees	13,709
Custodian fees	1,400
Directors’ fees	1,498
Professional fees	7,672
Reports to shareholders	6,866
Registration fees	15,359
Other expenses	2,417
12b-1 distribution fees - Class A	23,692
12b-1 distribution fees - Class B	28,219
12b-1 distribution fees - Class C	20,285
Total expenses	333,735
Less:
Reimbursement of expenses - Class A	(68,989)
Reimbursement of expenses - Class B	(20,323)
Reimbursement of expenses - Class C	(14,306)
Net expenses	230,117
Net investment loss	(8,069)
Net Realized and Unrealized Gain (Loss):
Net realized gain (loss) during the period on:
Investments	(7,108,413)
Net realized loss	(7,108,413)
Net unrealized appreciation (depreciation) during the period on:
Investments	(2,028,094)
Net unrealized depreciation	(2,028,094)
Net loss	(9,136,507)
Net decrease in net assets resulting from operations	$(9,144,576)

  75   The accompanying notes are an integral part of the financial statements

Statement of Changes in Net Assets   Security Equity Fund
Select 25 Series  

	Six Months Ended March 31, 2009 (unaudited)		Year Ended September 30, 2008
Increase (decrease) in net assets from operations:
Net investment loss	$	(8,069)	$	(231,859)
Net realized (loss) during the period on investments		(7,108,413)		(5,269,391)
Net unrealized depreciation during the period on investments		(2,028,094)		(10,067,708)
Net (decrease) in net assets resulting from operations		(9,144,576)		(15,568,958)
Distributions to shareholders from:
Net realized gain
Class A		–		(2,418,632)
Class B		–		(850,835)
Class C		–		(907,367)
Total distributions to shareholders		–		(4,176,834)
Capital share transactions:
Proceeds from sale of shares
Class A		6,935,276		14,423,069
Class B		1,918,814		4,664,269
Class C		316,568		1,014,911
Distributions reinvested
Class A		–		2,377,173
Class B		–		845,322
Class C		–		902,367
Cost of shares redeemed
Class A		(3,179,959)		(11,428,342)
Class B		(1,026,622)		(4,903,980)
Class C		(1,145,862)		(4,018,565)
Net increase from capital share transactions		3,818,215		3,876,224
Net decrease in net assets		(5,326,361)		(15,869,568)
Net assets:
Beginning of period		36,617,586		52,487,154
End of period	$	31,291,225	$	36,617,586
Accumulated net investment loss at end of period	$	(8,069)	$	–
Capital share activity:
Shares sold
Class A		1,293,167		1,645,603
Class B		387,744		569,560
Class C		62,606		122,944
Shares reinvested
Class A		–		269,520
Class B		–		102,963
Class C		–		109,511
Shares redeemed
Class A		(609,835)		(1,330,365)
Class B		(208,739)		(602,152)
Class C		(234,571)		(495,291)

76 The accompanying notes are an integral part of the financial statements

Financial Highlights Selected data for each share of capital stock outstanding throughout each period Security Equity Fund Select 25 Series

Class A	Six Months Ended March 31, 2009a	2008	2007	2006b	2005	Year Ended September 30, 2004
Per Share Data
Net asset value, beginning of period	$6.91	$10.66	$9.86	$9.36	$7.81	$7.27
Income (loss) from investment operations:
Net investment income (loss)c	0.01	(0.02)	(0.01)	(0.06)	(0.07)	(0.06)
Net gain (loss) on securities (realized and unrealized)	(1.69)	(2.87)	0.81	0.56	1.62	0.60
Total from investment operations	(1.68)	(2.89)	0.80	0.50	1.55	0.54
Less distributions:
Distributions from realized gains	–	(0.86)	–	–	–	–
Total distributions	–	(0.86)	–	–	–	–
Net asset value, end of period	$5.23	$6.91	$10.66	$9.86	$9.36	$7.81
Total Return d	(24.31%)	(28.85%)	8.11%	5.34%	19.85%	7.43%
Ratios/Supplemental Data
Net assets, end of period (in thousands)	$21,535	$23,723	$30,375	$30,078	$8,912	$9,228
Ratios to average net assets:
Net investment income (loss)	0.20%	(0.20%)	(0.10%)	(0.68%)	(0.79%)	(0.75%)
Total expensese	2.08%	1.72%	1.57%	1.76%	1.67%	1.56%
Net expensesf	1.35%	1.35%	1.40%	1.76%	1.67%	1.56%
Net expenses prior to custodian earning credits and net of expense waivers	1.35%	1.35%	1.40%	1.76%	1.67%	1.56%
Portfolio turnover rate	113%	198% g	21%	39%	13%	44%
Class B	Six Months Ended March 31, 2009a	2008	2007	2006b	2005	Year Ended September 30, 2004
Per Share Data
Net asset value, beginning of period	$6.40	$10.01	$9.33	$8.92	$7.50	$7.04
Income (loss) from investment operations:
Net investment lossc	(0.01)	(0.08)	(0.09)	(0.13)	(0.13)	(0.11)
Net gain (loss) on securities (realized and unrealized)	(1.57)	(2.67)	0.77	0.54	1.55	0.57
Total from investment operations	(1.58)	(2.75)	0.68	0.41	1.42	0.46
Less distributions:
Distributions from realized gains	–	(0.86)	–	–	–	–
Total distributions	–	(0.86)	–	–	–	–
Net asset value, end of period	$4.82	$6.40	$10.01	$9.33	$8.92	$7.50
Total Return d	(24.69%)	(29.36%)	7.29%	4.60%	18.93%	6.53%
Ratios/Supplemental Data
Net assets, end of period (in thousands)	$6,439	$7,394	$10,868	$16,073	$7,000	$7,333
Ratios to average net assets:
Net investment loss	(0.55%)	(0.95%)	(0.88%)	(1.46%)	(1.54%)	(1.50%)
Total expensese	2.82%	2.47%	2.32%	2.53%	2.42%	2.31%
Net expensesf	2.10%	2.10%	2.15%	2.53%	2.42%	2.31%
Net expenses prior to custodian earning credits and net of expense waivers	2.10%	2.10%	2.15%	2.53%	2.42%	2.31%
Portfolio turnover rate	113%	198% g	21%	39%	13%	44%

  77   The accompanying notes are an integral part of the financial statements

Financial Highlights Selected data for each share of capital stock outstanding throughout each period Security Equity Fund Select 25 Series

Class C	Six Months Ended March 31, 2009a	2008	2007	2006b	2005	Year Ended September 30, 2004
Per Share Data
Net asset value, beginning of period	$6.42	$10.04	$9.36	$8.94	$7.52	$7.06
Income (loss) from investment operations:
Net investment lossc	(0.01)	(0.08)	(0.08)	(0.13)	(0.13)	(0.11)
Net gain (loss) on securities (realized and unrealized)	(1.57)	(2.68)	0.76	0.55	1.55	0.57
Total from investment operations	(1.58)	(2.76)	0.68	0.42	1.42	0.46
Less distributions:
Distributions from realized gains	–	(0.86)	–	–	–	–
Total distributions	–	(0.86)	–	–	–	–
Net asset value, end of period	$4.84	$6.42	$10.04	$9.36	$8.94	$7.52
Total Return d	(24.61%)	(29.37%)	7.26%	4.70%	18.88%	6.52%
Ratios/Supplemental Data
Net assets, end of period (in thousands)	$3,317	$5,501	$11,245	$12,777	$5,029	$5,866
Ratios to average net assets:
Net investment loss	(0.58%)	(0.92%)	(0.86%)	(1.44%)	(1.54%)	(1.50%)
Total expensese	2.80%	2.46%	2.32%	2.52%	2.42%	2.31%
Net expensesf	2.10%	2.10%	2.15%	2.52%	2.42%	2.31%
Net expenses prior to custodian earning credits and net of expense waivers	2.10%	2.10%	2.15%	2.52%	2.42%	2.31%
Portfolio turnover rate	113%	198% g	21%	39%	13%	44%

^a Unaudited figures for the six months ended March 31, 2009. Percentage amounts for the period, except total return, have been annualized.

^b The financial highlights for the Select 25 Series exclude the historical financial highlights of the Enhanced Index Series, Class A, B and C shares, the Large Cap Growth Series, Class A, B and C shares and the Social Awareness Series, Class A, B and C shares. A total of $29,412,366 was excluded from purchases in the portfolio turnover calculation. This was the cost of the securities Select 25 received as a result of the merger. The assets of the Enhanced Index, Large Cap Growth and Social Awareness Series’ were acquired by the Select 25 Series on June 16, 2006.

^c Net investment income (loss) was computed using average shares outstanding throughout the period.

^d Total return information does not reflect deduction of any sales charges imposed at the time of purchase for Class A shares or upon redemption for Class B and C shares.

^e Total expense information reflects expense ratios absent expense reductions by the Investment Manager and custodian earnings credits, as applicable.

^f Net expense information reflects the expense ratios after voluntary expense waivers, reimbursements and custodian earnings credits, as applicable.

^g Significant variation in the portfolio turnover rate is due to the Investment Manager’s appointment of new portfolio managers for the series.

  78   The accompanying notes are an integral part of the financial statements

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79

Performance Summary March 31, 2009 Security Equity Fund Small Cap Growth Series (unaudited)

  PERFORMANCE

$10,000 Over 10 Years

This chart assumes a $10,000 investment in Class A shares of Small Cap Growth Series on March 31, 1999, reflects deduction of the 5.75% sales load and assumes all dividends reinvested. The chart does not reflect the deduction of taxes that a shareholder would pay on distributions or the redemption of fund shares. The Russell 2000 Growth Index measures the performance of those Russell 2000 companies with higher price-to-book ratios and higher forecasted growth values.

Average Annual Returns
Periods Ended 3-31-09	1 Year	5 Years	10 Years
A Shares	(41.65%)	(9.70%)	(1.42%)
A Shares with sales charge	(45.01%)	(10.76%)	(2.00%)
B Shares	(42.10%)	(10.39%)	(2.08%)
B Shares with CDSC	(44.97%)	(10.72%)	(2.08%)
C Shares	(42.09%)	(10.38%)	(2.22%)
C Shares with CDSC	(42.67%)	(10.38%)	(2.22%)
The performance data above represents past performance that is not predictive of future results. The investment return and principal value of an investment in the Series will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than their original cost. The figures above do not reflect deduction of the maximum front-end sales charge of 5.75% for Class A shares or the contingent deferred sales charge of 5% for Class B shares and 1% for Class C shares, as applicable, except where noted. The figures do not reflect the deduction of taxes that a shareholder would pay on distributions or redemption of shares. Such figures would be lower if the maximum sales charge and any applicable taxes were deducted. Fee waivers reduced expenses of the Series and in the absence of such waiver, the performance quoted would be reduced.

Portfolio Composition by Sector as of 3-31-09
Consumer Discretionary	17.37%
Consumer Staples	2.26
Energy	6.28
Financials	9.27
Health Care	13.77
Industrials	10.54
Materials	6.50
Information Technology	22.87
Telecommunication Services	1.55
Utilities	1.24
Exchange Traded Funds	5.12
Cash & Other Assets, Less Liabilities	3.23
Total Net Assets	100.00%

  80   The accompanying notes are an integral part of the financial statements

Performance Summary March 31, 2009 Security Equity Fund Small Cap Growth Series (unaudited)

Information About Your Series Expenses

Calculating your ongoing Series expenses

Example

As a shareholder of the Series, you incur two types of costs: (1) transaction costs, which may include sales charges (loads) on purchase payments; contingent deferred sales charges on redemptions; and redemption fees, if any; and (2) ongoing costs, including management fees; distribution and/or service fees (12b-1); and other Series expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in the Series and to compare these costs with ongoing costs of investing in other mutual funds. The example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period October 1, 2008 through March 31, 2009.

Actual Expenses

The first line for each class of shares in the table provides information about actual account values and actual expenses. You may use the information in this table, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the table under the heading entitled “Expenses Paid During the Period” to estimate the expenses you paid on your account during this period.

Hypothetical Example for Comparison Purposes

The second line for each class of shares in the table provides information about hypothetical account values and hypothetical expenses based on the Series actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Series actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Series and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other mutual funds.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as sales charges (loads) on purchase payments, contingent deferred sales charges on redemptions, and redemption fees, if any. Therefore, the second line for each class of shares is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.

Series Expenses
	Beginning Account Value 10/1/2008	Ending Account Value 3/31/20091	Expenses Paid During Period2
Small Cap Growth
Series-Class A
Actual	$1,000.00	$669.26	$10.49
Hypothetical	1,000.00	1,012.37	12.64
Small Cap Growth
Series-Class B
Actual	1,000.00	666.29	13.54
Hypothetical	1,000.00	1,008.68	16.33
Small Cap Growth
Series-Class C
Actual	1,000.00	666.93	13.55
Hypothetical	1,000.00	1,008.68	16.33

¹ The actual ending account value is based on the actual total return of the Series for the period October 1, 2008 to March 31, 2009 after actual expenses and will differ from the hypothetical ending account value which is based on the Series expense ratio and a hypothetical annual return of 5% before expenses. The actual cumulative return at net asset value for the period October 1, 2008 to March 31, 2009 was (33.07%), (33.37%) and (33.31%), for Class A, B and C shares, respectively.

² Expenses are equal to the Series annualized expense ratio (2.51%, 3.25% and 3.26% for Class A, B, and C shares, respectively), net of any applicable fee waivers, multiplied by the average account value over the period, multiplied by 182/365 (to reflect the one-half year period).

81

Schedule of Investments March 31, 2009 (unaudited) Security Equity Fund Small Cap Growth Series

	Shares	Value
COMMON STOCKS - 96.8%
Aluminum - 1.2%
Kaiser Aluminum Corporation	5,100	$117,912
Apparel, Accessories & Luxury - Goods 2.5%
FGX International Holdings, Ltd. *	15,100	175,462
Hanesbrands, Inc. *	7,700	73,689
		249,151
Application Software - 6.2%
Informatica Corporation *	13,600	180,336
Nuance Communications, Inc. *	23,410	254,232
Solera Holdings, Inc. *	7,800	193,284
		627,852
Asset Management & Custody Banks - 1.4%
Westwood Holdings Group, Inc.	3,700	144,633
Biotechnology - 1.1%
Martek Biosciences Corporation	6,200	113,150
Casinos & Gaming - 3.7%
Penn National Gaming, Inc. *	8,200	198,030
WMS Industries, Inc. *	7,800	163,098
		361,128
Communications Equipment - 1.0%
InterDigital, Inc. *	3,800	98,116
Computer Storage & Peripherals - 3.7%
QLogic Corporation *	15,550	172,916
Synaptics, Inc. *	7,550	202,037
		374,953
Construction & Farm Machinery & Heavy Trucks - 1.4%
Wabtec Corporation	5,300	139,814
Data Processing & Outsourced Services - 2.2%
Alliance Data Systems Corporation *	6,040	223,178
Diversified Chemicals - 1.3%
Olin Corporation	9,300	132,711
Diversified Support Services - 1.5%
Ritchie Bros Auctioneers, Inc.	8,400	156,156
Education Services - 1.1%
DeVry, Inc.	2,400	115,632
Electric Utilities - 1.2%
ITC Holdings Corporation	2,870	125,189
Electrical Components & Equipment - 0.5%
Regal-Beloit Corporation	1,750	53,620
Electronic Equipment & Instruments - 0.8%
Rofin-Sinar Technologies, Inc. *	4,870	78,504

	Shares	Value
COMMON STOCKS - 96.8% (continued)
Environmental & Facilities Services - 1.6%
Clean Harbors, Inc. *	3,400	$163,200
Exchange Traded Funds - 5.1%
iShares Russell 2000 Growth Index Fund	11,240	516,815
Fertilizers & Agricultural Chemicals - 2.1%
Agrium, Inc.	2,080	74,443
Terra Industries, Inc.	5,055	141,995
		216,438
Health Care Equipment - 3.5%
NuVasive, Inc. *	5,110	160,352
Wright Medical Group, Inc. *	14,600	190,237
		350,589
Health Care Facilities - 1.5%
Psychiatric Solutions, Inc. *	9,450	148,649
Health Care Services - 3.4%
CardioNet, Inc. *	8,560	240,194
LHC Group, Inc. *	4,600	102,488
		342,682
Homebuilding - 2.1%
KB Home	15,800	208,244
Hotels, Resorts & Cruise Lines - 1.1%
Starwood Hotels & Resorts Worldwide, Inc.	9,130	115,951
Household Products - 1.5%
Church & Dwight Company, Inc.	2,750	143,632
Housewares & Specialties - 1.7%
Jarden Corporation *	13,570	171,932
Human Resources & Employment Services - 2.6%
Watson Wyatt Worldwide, Inc.	5,100	251,787
Hypermarkets & Super Centers - 0.8%
BJ’s Wholesale Club, Inc. *	2,630	84,134
Industrial Machinery - 1.2%
CIRCOR International, Inc.	5,600	126,112
Internet Software & Services - 1.0%
Constant Contact, Inc. *	7,050	98,630
Investment Banking & Brokerage - 3.2%
Knight Capital Group, Inc. *	8,100	119,394
Stifel Financial Corporation *	4,600	199,226
		318,620

  82   The accompanying notes are an integral part of the financial statements

Schedule of Investments March 31, 2009 (unaudited) Security Equity Fund Small Cap Growth Series

	Shares	Value
COMMON STOCKS - 96.8% (continued)
IT Consulting & Other Services - 1.2%
Cognizant Technology Solutions Corporation *	6,000	$124,740
Leisure Facilities - 1.5%
Life Time Fitness, Inc. *	12,200	153,232
Life Sciences Tools & Services - 2.1%
PerkinElmer, Inc.	9,000	114,930
Techne Corporation	1,700	93,007
		207,937
Metal & Glass Containers - 1.9%
Silgan Holdings, Inc.	3,600	189,144
Movies & Entertainment - 0.5%
Imax Corporation *	12,525	53,983
Multi-Line Insurance - 2.8%
Assurant, Inc.	4,200	91,476
HCC Insurance Holdings, Inc.	7,500	188,925
		280,401
Oil & Gas Equipment & Services - 2.0%
Oil States International, Inc. *	4,700	63,074
Superior Energy Services, Inc. *	11,140	143,595
		206,669
Oil & Gas Exploration & Production - 4.3%
Bill Barrett Corporation *	6,800	151,232
Comstock Resources, Inc. *	4,700	140,060
Goodrich Petroleum Corporation *	4,800	92,928
Petroquest Energy, Inc. *	18,000	43,200
		427,420
Pharmaceuticals - 2.2%
Perrigo Company	9,120	226,450
Railroads - 1.7%
Kansas City Southern *	13,615	173,047
Regional Banks - 1.9%
TCF Financial Corporation	16,350	192,276
Restaurants - 3.2%
Burger King Holdings, Inc.	8,000	183,600
Panera Bread Company *	2,500	139,750
		323,350
Semiconductor Equipment - 0.9%
Tessera Technologies, Inc. *	6,500	86,905
Semiconductors - 3.4%
Silicon Laboratories, Inc. *	5,400	142,560
Skyworks Solutions, Inc. *	25,180	202,951
		345,511
Systems Software - 1.5%
Sybase, Inc. *	4,940	149,633

	Shares	Value
COMMON STOCKS - 96.8% (continued)
Technology Distributors - 1.0%
Avnet, Inc. *	5,720		$100,157
Wireless Telecommunication Services - 1.5%
NII Holdings, Inc. *	10,400		156,000
TOTAL COMMON STOCKS
(cost $9,861,190)			$9,765,969
Total Investments - 96.8%
(cost $9,861,190)			$9,765,969
Cash & Other Assets, Less Liabilities - 3.2%			325,863
Total Net Assets - 100.0%		$	10,091,832

For federal income tax purposes the identified cost of investments owned at March 31, 2009 was $10,246,497.

* Non-income producing security

  83   The accompanying notes are an integral part of the financial statements

Security Equity Fund

Small Cap Growth Series

(unaudited)

Statement of Assets and Liabilities
March 31, 2009
Assets:
Investments, at value*	$9,765,969
Cash	398,190
Receivables:
Fund shares sold	6,523
Dividends	3,758
Prepaid expenses	25,151
Total assets	10,199,591
Liabilities:
Payable for:
Fund shares redeemed	77,197
Management fees	6,874
Custodian fees	1,785
Transfer agent/maintenance fees	5,629
Administration fees	1,308
Professional fees	7,984
12b-1 distribution plan fees	3,759
Directors’ fees	760
Other	2,463
Total liabilities	107,759
Net assets	$10,091,832
Net assets consist of:
Paid in capital	$20,460,573
Accumulated net investment loss	(121,113)
Accumulated net realized loss on sale of investments	(10,152,407)
Net unrealized depreciation in value of investments	(95,221)
Net assets	$10,091,832
Class A:
Capital shares outstanding (unlimited number of shares authorized)	944,290
Net assets	$7,164,920
Net asset value and redemption price per share	$7.59
Maximum offering price per share (net asset value divided by 94.25%)	$8.05
Class B:
Capital shares outstanding (unlimited number of shares authorized)	217,054
Net assets	$1,474,682
Net asset value, offering and redemption price per share (excluding any applicable contingent deferred sales charge)	$6.79
Class C:
Capital shares outstanding
(unlimited number of shares authorized)	209,606
Net assets	$1,452,230
Net asset value, offering and redemption price per share (excluding any applicable contingent deferred sales charge)	$6.93
*Investments, at cost	$9,861,190

Statement of Operations
For the Six Months Ended March 31, 2009
Investment Income:
Dividends	$	34,895
Interest		2,089
Total investment income		36,984
Expenses:
Management fees		53,354
Transfer agent/maintenance fees		49,523
Administration fees		6,364
Custodian fees		5,175
Directors’ fees		740
Professional fees		6,826
Reports to shareholders		2,044
Registration fees		16,185
Other expenses		1,433
12b-1 distribution fees - Class A		10,563
12b-1 distribution fees - Class B		8,612
12b-1 distribution fees - Class C		8,040
Total expenses		168,859
Less:
Reimbursement of expenses - Class A		(6,028)
Reimbursement of expenses - Class B		(1,247)
Reimbursement of expenses - Class C		(1,148)
Earnings credits applied		(152)
Net expenses		160,284
Net investment loss		(123,300)
Net Realized and Unrealized Gain (Loss):
Net realized gain (loss) during the period on:
Investments		(6,289,967)
Net realized loss		(6,289,967)
Net unrealized appreciation (depreciation) during the period on:
Investments		544,689
Net unrealized appreciation		544,689
Net loss		(5,745,278)
Net decrease in net assets resulting from operations	$	(5,868,578)

  84   The accompanying notes are an integral part of the financial statements

Statement of Changes in Net Assets Security Equity Fund Small Cap Growth Series

	Six Months Ended March 31, 2009 (unaudited)			Year Ended September 30, 2008
Increase (decrease) in net assets from operations:
Net investment loss	$	(121,113	)	$	(561,834	)
Net realized (loss) during the period on investments		(6,289,967	)		(3,033,923	)
Net unrealized appreciation (depreciation) during the period on investments		544,688			(9,845,449	)
Net (decrease) in net assets resulting from operations		(5,866,392	)		(13,441,206	)
Distributions to shareholders from:
Net realized gain
Class A		(68,411	)		(3,191,745	)
Class B		(15,241	)		(420,821	)
Class C		(14,153	)		(306,607	)
Total distributions to shareholders		(97,805	)		(3,919,173	)
Capital share transactions:
Proceeds from sale of shares
Class A		843,018			5,720,827
Class B		139,357			484,765
Class C		182,925			862,243
Distributions reinvested
Class A		67,917			3,177,232
Class B		15,032			416,649
Class C		14,130			305,485
Cost of shares redeemed
Class A		(1,886,433	)		(28,269,263	)
Class B		(461,462	)		(1,955,259	)
Class C		(265,922	)		(1,160,706	)
Net decrease from capital share transactions		(1,351,438	)		(20,418,027	)
Net decrease in net assets		(7,315,635	)		(37,778,406	)
Net assets:
Beginning of period		17,407,467			55,185,873
End of period	$	10,091,832		$	17,407,467
Accumulated net investment loss at end of period	$	(121,113	)	$	–
Capital share activity:
Shares sold
Class A		105,017			2,568,429
Class B		19,426			35,400
Class C		24,800			58,495
Shares reinvested
Class A		8,333			199,200
Class B		2,056			28,874
Class C		1,894			20,753
Shares redeemed
Class A		(255,002	)		(4,133,462	)
Class B		(64,688	)		(146,349	)
Class C		(38,191	)		(88,178	)

  85   The accompanying notes are an integral part of the financial statements

Financial Highlights Selected data for each share of capital stock outstanding throughout each period Security Equity Fund Small Cap Growth Series

Class A	Six Months Ended March 31, 2009a,b	2008	2007	2006	2005	Year Ended September 30, 2004
Per Share Data
Net asset value, beginning of period	$11.43	$18.53	$15.63	$15.76	$13.11	$11.63
Income (loss) from investment operations:
Net investment lossc	(0.07)	(0.24)	(0.23)	(0.23)	(0.24)	(0.25)
Net gain (loss) on securities (realized and unrealized)	(3.71)	(5.55)	3.13	0.10	2.89	1.73
Total from investment operations	(3.78)	(5.79)	2.90	(0.13)	2.65	1.48
Less distributions:
Distributions from realized gains	(0.06)	(1.31)	–	–	–	–
Total distributions	(0.06)	(1.31)	–	–	–	–
Net asset value, end of period	$7.59	$11.43	$18.53	$15.63	$15.76	$13.11
Total Return d	(33.07%)	(33.25%)	18.55%	(0.82%)	20.21%	12.73%
Ratios/Supplemental Data
Net assets, end of period (in thousands)	$7,165	$12,414	$45,430	$45,451	$22,637	$21,443
Ratios to average net assets:
Net investment loss	(1.85%)	(1.59%)	(1.32%)	(1.46%)	(1.67%)	(1.95%)
Total expensese	2.65%	1.98%	1.80%	2.01%	2.10%	2.09%
Net expensesf	2.51%	1.98%	1.80%	2.01%	2.10%	2.09%
Net expenses prior to custodian earning credits and net of expense waivers	2.51%	1.98%	1.80%	2.01%	2.10%	2.09%
Portfolio turnover rate	297% g	169%	145%	136%	134%	157%
Class B	Six Months Ended March 31, 2009a,b	2008	2007	2006	2005	Year Ended September 30, 2004
Per Share Data
Net asset value, beginning of period	$10.28	$16.92	$14.38	$14.60	$12.24	$10.94
Income (loss) from investment operations:
Net investment lossc	(0.09)	(0.32)	(0.33)	(0.36)	(0.33)	(0.33)
Net gain (loss) on securities (realized and unrealized)	(3.34)	(5.01)	2.87	0.14	2.69	1.63
Total from investment operations	(3.43)	(5.33)	2.54	(0.22)	2.36	1.30
Less distributions:
Distributions from realized gains	(0.06)	(1.31)	–	–	–	–
Total distributions	(0.06)	(1.31)	–	–	–	–
Net asset value, end of period	$6.79	$10.28	$16.92	$14.38	$14.60	$12.24
Total Return d	(33.37%)	(33.72%)	17.66%	(1.51%)	19.28%	11.88%
Ratios/Supplemental Data
Net assets, end of period (in thousands)	$1,475	$2,675	$5,792	$5,919	$8,283	$9,218
Ratios to average net assets:
Net investment loss	(2.60%)	(2.42%)	(2.07%)	(2.31%)	(2.41%)	(2.69%)
Total expensese	3.40%	2.82%	2.56%	2.79%	2.85%	2.84%
Net expensesf	3.25%	2.82%	2.55%	2.79%	2.85%	2.83%
Net expenses prior to custodian earning credits and net of expense waivers	3.25%	2.82%	2.56%	2.79%	2.85%	2.84%
Portfolio turnover rate	297% g	169%	145%	136%	134%	157%

  86   The accompanying notes are an integral part of the financial statements

Financial Highlights Selected data for each share of capital stock outstanding throughout each period Security Equity Fund
Small Cap Growth Series

Class C	Six Months Ended March 31, 2009a,b	2008	2007	2006	2005	Year Ended September 30, 2004
Per Share Data
Net asset value, beginning of period	$10.48	$17.23	$14.64	$14.88	$12.47	$11.15
Income (loss) from investment operations:
Net investment lossc	(0.10)	(0.33)	(0.33)	(0.35)	(0.33)	(0.33)
Net gain (loss) on securities (realized and unrealized)	(3.39)	(5.11)	2.92	0.11	2.74	1.65
Total from investment operations	(3.49)	(5.44)	2.59	(0.24)	2.41	1.32
Less distributions:
Distributions from realized gains	(0.06)	(1.31)	–	–	–	–
Total distributions	(0.06)	(1.31)	–	–	–	–
Net asset value, end of period	$6.93	$10.48	$17.23	$14.64	$14.88	$12.47
Total Return d	(33.31%)	(33.76%)	17.69%	(1.61%)	19.33%	11.84%
Ratios/Supplemental Data
Net assets, end of period (in thousands)	$1,452	$2,318	$3,964	$4,304	$4,420	$4,160
Ratios to average net assets:
Net investment loss	(2.59%)	(2.43%)	(2.07%)	(2.29%)	(2.42%)	(2.69%)
Total expensese	3.40%	2.83%	2.56%	2.79%	2.85%	2.83%
Net expensesf	3.25%	2.83%	2.55%	2.79%	2.85%	2.82%
Net expenses prior to custodian earning credits and net of expense waivers	3.26%	2.83%	2.56%	2.79%	2.85%	2.83%
Portfolio turnover rate	297% g	169%	145%	136%	134%	157%

^a Unaudited figures for the six months ended March 31, 2009. Percentage amounts for the period, except total return, have been annualized.

^b Security Global Investors, LLC became the advisor of Small Cap Growth Series effective November 24, 2008. Prior to November 24, 2008, SGI paid RS Investments, Inc. for sub-advisory services.

^c Net investment income (loss) was computed using average shares outstanding throughout the period.

^d Total return information does not reflect deduction of any sales charges imposed at the time of purchase for Class A shares or upon redemption for Class B and C shares.

^e Total expense information reflects expense ratios absent expense reductions by the Investment Manager and custodian earnings credits, as applicable.

^f Net expense information reflects the expense ratios after voluntary expense waivers, reimbursements and custodian earnings credits, as applicable.

^g Significant variation in the portfolio turnover rate is due to the Investment Manager’s appointment of new portfolio managers for the series.

  87   The accompanying notes are an integral part of the financial statements

Performance Summary March 31, 2009 Security Equity Fund Small Cap Value Series (unaudited)

  PERFORMANCE

$10,000 Since Inception

This chart assumes a $10,000 investment in Class A shares of Small Cap Value Series on July 11, 2008 (date of inception), reflects deduction of the 5.75% sales load and assumes all dividends reinvested. The chart does not reflect the deduction of taxes that a shareholder would pay on distributions or the redemption of fund shares. The Russell 2000 Value Index is an unmanaged index that measures the performance of securities of small to mid cap U.S. companies with lower price-to-book ratios and lower forecasted growth values.

Average Annual Returns
Periods Ended 3-31-09	Since Inception (7-11-08)
A Shares	(10.12%)
A Shares with Sales Charge	(15.29%)
C Shares	(10.64%)
C Shares with CDSC	(11.47%)
Institutional Class	(10.02%)
The performance data above represents past performance that is not predictive of future results. The investment return and principal value of an investment in the Series will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than their original cost. The figures above do not reflect deduction of the maximum front-end sales charge of 5.75% for Class A shares or the contingent deferred sales charge of 1% for Class C shares, as applicable, except where noted. The figures do not reflect the deduction of taxes that a shareholder would pay on distributions or redemption of shares. Such figures would be lower if the maximum sales charge and any applicable taxes were deducted. Fee waivers and/or reimbursements reduced expenses of the Series and in the absence of such waiver, the performance quoted would be reduced.

Portfolio Composition by Sector as of 3-31-09
Consumer Discretionary	9.11%
Consumer Staples	5.88
Energy	11.83
Financials	8.17
Health Care	6.26
Industrials	19.33
Information Technology	12.23
Materials	11.78
Utilities	7.09
Cash & Other Assets, Less Liabilities	8.32
Total Net Assets	100.00%

  88   The accompanying notes are an integral part of the financial statements

Performance Summary March 31, 2009 Security Equity Fund Small Cap Value Series (unaudited)

Information About Your Series Expenses

Calculating your ongoing Series expenses

Example

As a shareholder of the Series, you incur two types of costs: (1) transaction costs, which may include sales charges (loads) on purchase payments; contingent deferred sales charges on redemptions; and redemption fees, if any; and (2) ongoing costs, including management fees; distribution and/or service fees (12b-1); and other Series expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in the Series and to compare these costs with ongoing costs of investing in other mutual funds. The example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period October 1, 2008 through March 31, 2009.

Actual Expenses

The first line for each class of shares in the table provides information about actual account values and actual expenses. You may use the information in this table, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the table under the heading entitled “Expenses Paid During the Period” to estimate the expenses you paid on your account during this period.

Hypothetical Example for Comparison Purposes

The second line for each class of shares in the table provides information about hypothetical account values and hypothetical expenses based on the Series actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Series actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Series and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other mutual funds.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as sales charges (loads) on purchase payments, contingent deferred sales charges on redemptions, and redemption fees, if any. Therefore, the second line for each class of shares is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.

Series Expenses
	Beginning Account Value 10/1/2008	Ending Account Value 3/31/20091	Expenses Paid During Period2
Small Cap Value
Series - Class A
Actual	$1,000.00	$782.94	$6.89
Hypothetical	1,000.00	1,017.20	7.80
Small Cap Value
Series - Class C
Actual	1,000.00	779.75	10.21
Hypothetical	1,000.00	1,013.46	11.55
Small Cap Value
Series - Institutional Class
Actual	1,000.00	783.13	5.78
Hypothetical	1,000.00	1,018.45	6.54

¹ The actual ending account value is based on the actual total return of the Series for the period October 1, 2008 to March 31, 2009 after actual expenses and will differ from the hypothetical ending account value which is based on the Series expense ratio and a hypothetical annual return of 5% before expenses. The actual cumulative return at net asset value for the period October 1, 2008 to March 31, 2009 was (21.71%), (22.03%) and (21.69%), for Class A, C and Institutional Class shares, respectively.

² Expenses are equal to the Series annualized expense ratio (1.55%, 2.30% and 1.30% for Class A, C, and Institutional Class shares, respectively), net of any applicable fee waivers, multiplied by the average account value over the period, multiplied by 182/365 (to reflect the one-half year period).

89

Schedule of Investments March 31, 2009 (unaudited) Security Equity Fund Small Cap Value Series

	Shares	Value
COMMON STOCKS - 91.7%
Apparel Retail - 2.5%
Brown Shoe Company, Inc.	2,300	$8,625
Chico’s FAS, Inc. *	3,000	16,110
Talbots, Inc.	1,900	6,669
		31,404
Apparel, Accessories & Luxury Goods - 2.5%
Fossil, Inc. *	800	12,560
Maidenform Brands, Inc. *	1,600	14,656
Oxford Industries, Inc.	800	4,936
		32,152
Biotechnology - 0.1%
Combinatorx, Inc. *	2,900	1,798
Building Products - 0.5%
Trex Company, Inc. *	800	6,104
Coal & Consumable Fuels - 3.1%
Evergreen Energy, Inc. *	17,000	23,664
USEC, Inc. *	3,300	15,840
		39,504
Communications Equipment - 1.3%
Symmetricom, Inc. 1,*	4,800	16,800
Computer & Electronics Retail - 1.3%
Conn’s, Inc. *	1,200	16,848
Computer Storage & Peripherals - 0.9%
STEC, Inc. *	1,500	11,055
Construction & Engineering - 1.7%
Insituform Technologies, Inc. *	1,400	21,896
Construction Materials - 1.7%
Eagle Materials, Inc.	900	21,825
Consumer Finance - 0.6%
First Marblehead Corporation *	5,520	7,121
Data Processing & Outsourced Services - 1.4%
Heartland Payment Systems, Inc.	2,700	17,847
Electric Utilities - 3.2%
Allete, Inc.	404	10,783
Empire District Electric Company	1,000	14,440
Westar Energy, Inc.	900	15,777
		41,000
Electrical Components & Equipment - 2.7%
LaBarge, Inc. *	1,700	14,229
Power-One, Inc. 1,*	11,200	9,856
UQM Technologies, Inc. 1,*	6,500	10,660
		34,745
Electronic Manufacturing Services - 1.6%
Maxwell Technologies, Inc. 1,*	3,000	20,850

	Shares	Value
COMMON STOCKS - 91.7% (continued)
Food Retail - 2.0%
Winn-Dixie Stores, Inc. *	2,700	$25,812
Forest Products - 2.3%
Louisiana-Pacific Corporation	12,800	28,544
Gas Utilities - 1.5%
Atmos Energy Corporation	800	18,496
Health Care Equipment - 0.6%
Aspect Medical Systems, Inc. *	1,900	7,961
Health Care Facilities - 0.7%
Health Management Associates, Inc. *	3,300	8,514
Health Care Services - 4.9%
Mednax, Inc. *	900	26,523
Providence Service Corporation *	1,700	11,696
RehabCare Group, Inc. *	1,300	22,672
		60,891
Highways & Railtracks - 0.5%
Quixote Corporation 1	1,800	6,246
Human Resources & Employment Services - 1.0%
Administaff, Inc.	600	12,678
Industrial Conglomerates - 2.5%
McDermott International, Inc. *	2,400	32,136
Insurance Brokers - 0.5%
Arthur J Gallagher & Company	350	5,950
IT Consulting & Other Services - 2.0%
CACI International, Inc. *	700	25,543
Mortgage REIT’s - 0.6%
Redwood Trust, Inc.	500	7,675
Multi-Sector Holdings - 1.9%
Pico Holdings, Inc. *	800	24,056
Multi-Utilities - 2.4%
NorthWestern Corporation	1,400	30,072
Oil & Gas Equipment & Services - 3.8%
Global Industries, Ltd. *	6,852	26,312
Tesco Corporation *	2,700	21,114
		47,426
Oil & Gas Exploration & Production - 2.1%
GMX Resources, Inc. *	800	5,200
Goodrich Petroleum Corporation *	600	11,616
Gulfport Energy Corporation *	1,000	2,320
PetroHawk Energy Corporation *	400	7,692
		26,828

  90   The accompanying notes are an integral part of the financial statements

Schedule of Investments March 31, 2009 (unaudited) Security Equity Fund Small Cap Value Series

	Shares	Value
COMMON STOCKS - 91.7% (continued)
Oil & Gas Storage & Transportation - 2.8%
Southern Union Company	2,350	$35,767
Packaged Foods & Meats - 3.9%
Del Monte Foods Company	3,500	25,515
TreeHouse Foods, Inc. *	800	23,032
		48,547
Paper Packaging - 1.5%
Bemis Company, Inc.	900	18,873
Paper Products - 3.0%
Clearwater Paper Corporation *	1,700	13,651
Schweitzer-Mauduit International, Inc.	1,300	23,998
		37,649
Property & Casualty Insurance - 2.5%
Assured Guaranty, Ltd.	450	3,047
Employers Holdings, Inc.	900	8,586
Hanover Insurance Group, Inc.	700	20,173
		31,806
Railroads - 0.7%
Kansas City Southern 2,*	683	8,681
Regional Banks - 2.1%
Commerce Bancshares, Inc.	320	11,616
Wilmington Trust Corporation	1,550	15,020
		26,636
Research & Consulting Services - 4.6%
ICF International, Inc. *	1,300	29,860
Navigant Consulting, Inc. 2,*	1,300	16,991
School Specialty, Inc. *	600	10,554
		57,405
Restaurants - 2.8%
BJ’s Restaurants, Inc. 2,*	2,500	34,775
Security & Alarm Services - 2.5%
GeoEye, Inc. *	1,600	31,600
Semiconductors - 5.0%
IXYS Corporation 1	4,200	33,852
RF Micro Devices, Inc. *	11,100	14,763
Supertex, Inc. *	600	13,860
		62,475
Specialty Chemicals - 3.3%
Landec Corporation *	4,600	25,622
Zoltek Companies, Inc. *	2,400	16,344
		41,966
Trucking - 2.6%
Old Dominion Freight Line, Inc. *	320	7,517
Saia, Inc. *	1,700	20,315

	Shares	Value
COMMON STOCKS - 91.7% (continued)
Trucking - 2.6% (continued)
Universal Truckload Services, Inc.	350	$5,019
		32,851
TOTAL COMMON STOCKS
(cost $1,330,633)		$1,158,808
Total Investments - 91.7%
(cost $1,330,633)		$1,158,808
Cash & Other Assets, Less Liabilities - 8.3%		105,233
Total Net Assets - 100.0%		$1,264,041

For federal income tax purposes the identified cost of investments owned at March 31, 2009 was $1,330,633.

* Non-income producing security

¹ Security is deemed illiquid. The total market value of illiquid securities is $98,264 (cost $132,559), or 7.8% of total net assets.

² Security is segregated as collateral for open written option contracts.

  91   The accompanying notes are an integral part of the financial statements

Security Equity Fund

Small Cap Value Series

(unaudited)

Statement of Assets and Liabilities
March 31, 2009
Assets:
Investments, at value*	$1,158,808
Cash	81,344
Receivables:
Fund shares sold	150
Dividends	1,110
Security Investors	6,510
Prepaid expenses	25,284
Total assets	1,273,206
Liabilities:
Payable for:
Written options, at value (premiums received, $2,220)	1,230
Management fees	970
Custodian fees	379
Transfer agent/maintenance fees	126
Administration fees	452
Professional fees	4,190
12b-1 distribution plan fees	115
Directors’ fees	59
Other	1,644
Total liabilities	9,165
Net assets	$1,264,041
Net assets consist of:
Paid in capital	$1,447,232
Accumulated net investment loss	(451)
Accumulated net realized loss on sale of investments	(11,905)
Net unrealized depreciation in value of investments	(170,835)
Net assets	$1,264,041
Class A:
Capital shares outstanding (unlimited number of shares authorized)	73,246
Net assets	$611,378
Net asset value and redemption price per share	$8.35
Maximum offering price per share (net asset value divided by 94.25%)	$8.86
Class C:
Capital shares outstanding (unlimited number of shares authorized)	42,505
Net assets	$352,758
Net asset value, offering and redemption price per share (excluding any applicable contingent deferred sales charge)	$8.30
Institutional Class:
Capital shares outstanding (unlimited number of shares authorized)	35,878
Net assets	$299,905
Net asset value, offering and redemption price per share (excluding any applicable contingent deferred sales charge)	$8.36
* Investments, at cost	$1,330,633

Statement of Operations
For the Six Months Ended March 31, 2009
Investment Income:
Dividends	$	8,968
Interest		166
Total investment income		9,134
Expenses:
Management fees		5,592
Transfer agent/maintenance fees		699
Administration fees		1,050
Directors’ fees		60
Professional fees		6,562
Reports to shareholders		1,351
Registration fees		23,740
Other expenses		910
12b-1 distribution fees - Class A		608
12b-1 distribution fees - Class C		1,695
Total expenses		42,267
Less:
Reimbursement of expenses - Class A		(14,122)
Reimbursement of expenses - Class C		(9,851)
Reimbursement of expenses - Institutional Class		(8,709)
Net expenses		9,585
Net investment loss		(451)
Net Realized and Unrealized Gain (Loss):
Net realized gain (loss) during the period on:
Investments		(8,854)
Options written		1,569
Net realized loss		(7,285)
Net unrealized appreciation (depreciation) during the period on:
Investments		(238,295)
Options written		837
Net unrealized depreciation		(237,458)
Net loss		(244,743)
Net decrease in net assets resulting from operations	$	(245,194)

  92   The accompanying notes are an integral part of the financial statements

Statement of Changes in Net Assets Security Equity Fund Small Cap Value Series

	Six Months Ended March 31, 2009 (unaudited)			Period Ended September 30, 2008*
Increase (decrease) in net assets from operations:
Net investment loss	$	(451	)	$	(895	)
Net realized gain (loss) during the period on investments		(7,285	)		81,197
Net unrealized appreciation (depreciation) during the period on investments		(237,458	)		66,623
Net increase (decrease) in net assets resulting from operations		(245,194	)		146,925
Distributions to shareholders from:
Net realized gain
Class A		(37,409	)		–
Class C		(26,547	)		–
Class Institutional Class		(20,966	)		–
Total distributions to shareholders		(84,922	)		–
Capital share transactions:
Proceeds from sale of shares
Class A		290,800			350,960
Class C		93,920			343,156
Institutional Class		–			333,333
Distributions reinvested
Class A		37,409			–
Class C		26,547			–
Institutional Class		20,966			–
Cost of shares redeemed
Class A		(16	)		–
Class C		(49,358	)		(485	)
Net increase from capital share transactions		420,268			1,026,964
Net increase in net assets		90,152			1,173,889
Net assets:
Beginning of period		1,173,889			–
End of period	$	1,264,041		$	1,173,889
Accumulated net investment loss at end of period	$	(451	)	$	–
Capital share activity:
Shares sold
Class A		33,899			34,804
Class C		11,358			34,174
Institutional Class		–			33,333
Shares reinvested
Class A		4,545			–
Class C		3,234			–
Institutional Class		2,545			–
Shares redeemed
Class A		(2	)		–
Class C		(6,220	)		(41	)

* For the period July 11, 2008 (commencement of operations) to September 30, 2008.

93 The accompanying notes are an integral part of the financial statements

Financial Highlights Security Equity Fund

Selected data for each share of capital stock outstanding throughout each period Small Cap Value Series

Class A	Six Months Ended March 31, 2009a	Period Ended September 30, 2008b
Per Share Data
Net asset value, beginning of period	$11.48	$10.00
Income (loss) from investment operations:
Net investment incomec	–	–
Net gain (loss) on securities (realized and unrealized)	(2.50)	1.48
Total from investment operations	(2.50)	1.48
Less distributions:
Distributions from realized gains	(0.63)	–
Total distributions	(0.63)	–
Net asset value, end of period	$8.35	$11.48
Total Return d	(21.71%)	14.80%
Ratios/Supplemental Data
Net assets, end of period (in thousands)	$611	$400
Ratios to average net assets:
Net investment income (loss)	0.12%	(0.19%)
Total expensese	7.33%	6.10%
Net expensesf	1.55%	1.55%
Net expenses prior to custodian earning credits and net of expense waivers	1.55%	1.55%
Portfolio turnover rate	44%	86%
Class C	Six Months Ended March 31, 2009a	Period Ended September 30, 2008b
Per Share Data
Net asset value, beginning of period	$11.46	$10.00
Income (loss) from investment operations:
Net investment lossc	(0.03)	(0.02)
Net gain (loss) on securities (realized and unrealized)	(2.50)	1.48
Total from investment operations	(2.53)	1.46
Less distributions:
Distributions from realized gains	(0.63)	–
Total distributions	(0.63)	–
Net asset value, end of period	$8.30	$11.46
Total Return d	(22.03%)	14.60%
Ratios/Supplemental Data
Net assets, end of period (in thousands)	$353	$391
Ratios to average net assets:
Net investment loss	(0.71%)	(0.94%)
Total expensese	8.10%	6.88%
Net expensesf	2.30%	2.30%
Net expenses prior to custodian earning credits and net of expense waivers	2.30%	2.30%
Portfolio turnover rate	44%	86%

94 The accompanying notes are an integral part of the financial statements

Financial Highlights Security Equity Fund

Selected data for each share of capital stock outstanding throughout each period Small Cap Value Series

Institutional Class	Six Months Ended March 31, 2009a	Period Ended September 30, 2008b
Per Share Data
Net asset value, beginning of period	$11.49	$10.00
Income (loss) from investment operations:
Net investment incomec	0.01	–
Net gain (loss) on securities (realized and unrealized)	(2.51)	1.49
Total from investment operations	(2.50)	1.49
Less distributions:
Distributions from realized gains	(0.63)	–
Total distributions	(0.63)	–
Net asset value, end of period	$8.36	$11.49
Total Return	(21.69%)	14.90%
Ratios/Supplemental Data
Net assets, end of period (in thousands)	$300	$383
Ratios to average net assets:
Net investment income	0.32%	0.06%
Total expensese	7.24%	5.90%
Net expensesf	1.30%	1.30%
Net expenses prior to custodian earning credits and net of expense waivers	1.30%	1.30%
Portfolio turnover rate	44%	86%

^a Unaudited figures for the six months ended March 31, 2009. Percentage amounts for the period, except total return, have been annualized.

^b Security Small Cap Value Series was initially capitalized on July 11, 2008 with a net asset value of $10 per share. Percentage amounts for the period, except total return have been annualized

^c Net investment income (loss) was computed using average shares outstanding throughout the period.

^d Total return information does not reflect deduction of any sales charges imposed at the time of purchase for Class A shares or upon redemption for Class C shares.

^e Total expense information reflects expense ratios absent expense reductions by the Investment Manager and custodian earnings credits, as applicable.

^f Net expense information reflects the expense ratios after voluntary expense waivers, reimbursements and custodian earnings credits, as applicable.

95 The accompanying notes are an integral part of the financial statements

Performance Summary March 31, 2009   Security Large Cap Value Fund (unaudited)  

  PERFORMANCE

$10,000 Over Ten Years

This chart assumes a $10,000 investment in Class A shares of Large Cap Value Fund on March 31, 1999, reflects deduction of the 5.75% sales load and assumes all dividends reinvested. The chart does not reflect the deduction of taxes that a shareholder would pay on distributions or the redemption of fund shares. The Russell 1000 Value Index is an unmanaged index representing the performance of those Russell 1000 Index companies with lower price-to-book ratios and lower forecasted growth values.

Average Annual Returns
Periods Ended
3-31-09	1 Year	5 Years	10 Years
A Shares	(41.41%)	(4.33%)	(3.28%)
A Shares with sales charge	(44.78%)	(5.45%)	(3.85%)
B Shares	(41.55%)	(4.85%)	(3.96%)
B Shares with CDSC	(44.40%)	(5.21%)	(3.96%)
C Shares	(42.13%)	(5.16%)	(4.17%)
C Shares with CDSC	(42.70%)	(5.16%)	(4.17%)
The performance data above represents past performance that is not predictive of future results. The investment return and principal value of an investment in the Fund will fluctuate so that an investor's shares, when redeemed, may be worth more or less than their original cost. The figures above do not reflect deduction of the maximum front-end sales charge of 5.75% for Class A shares or the contingent deferred sales charge of 5% for Class B shares and 1% for Class C shares, as applicable, except where noted. The figures do not reflect the deduction of taxes that a shareholder would pay on distributions or redemption of Fund shares. Such figures would be lower if the maximum sales charge and any applicable taxes were deducted.

Portfolio Composition by Sector as of 3-31-09
Consumer Discretionary	9.08%
Consumer Staples	11.30
Energy	15.57
Financials	12.31
Health Care	11.52
Industrials	21.65
Information Technology	8.49
Materials	3.07
Telecommunication Services	1.21
Utilities	4.96
Cash & Other Assets, Less Liabilities	0.84
Total Net Assets	100.00%

  96   The accompanying notes are an integral part of the financial statements

Performance Summary March 31, 2009 Security Large Cap Value Fund (unaudited)

Information About Your Fund’s Expenses

Calculating your ongoing Fund expenses

Example

As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, which may include sales charges (loads) on purchase payments; contingent deferred sales charges on redemptions; and redemption fees, if any; and (2) ongoing costs, including management fees; distribution and/or service fees (12b-1); and other Fund expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in the Series and to compare these costs with ongoing costs of investing in other mutual funds. The example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period October 1, 2008 through March 31, 2009.

Actual Expenses

The first line for each class of shares in the table provides information about actual account values and actual expenses. You may use the information in this table, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the table under the heading entitled “Expenses Paid During the Period” to estimate the expenses you paid on your account during this period.

Hypothetical Example for Comparison Purposes

The second line for each class of shares in the table provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other mutual funds.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as sales charges (loads) on purchase payments, contingent deferred sales charges on redemptions, and redemption fees, if any. Therefore, the second line for each class of shares is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.

Fund Expenses
	Beginning Account Value 10/1/2008	Ending Account Value 3/31/2009 1	Expenses Paid During Period 2
Large Cap Value
Fund - Class A
Actual	$1,000.00	$671.30	$5.25
Hypothetical	1,000.00	1,018.65	6.34
Large Cap Value
Fund - Class B
Actual	1,000.00	669.08	4.16
Hypothetical	1,000.00	1,019.95	5.04
Large Cap Value
Fund - Class C
Actual	1,000.00	665.28	8.30
Hypothetical	1,000.00	1,014.96	10.05

¹ The actual ending account value is based on the actual total return of the Fund for the period October 1, 2008 to March 31, 2009 after actual expenses and will differ from the hypothetical ending account value which is based on the Fund expense ratio and a hypothetical annual return of 5% before expenses. The actual cumulative return at net asset value for the period October 1, 2008 to March 31, 2009 was (32.87%), (33.09%) and (33.47%), for Class A, B and C shares, respectively.

² Expenses are equal to the Fund annualized expense ratio (1.25%, 1.00% and 2.00% for Class A, B, and C shares, respectively), net of any applicable fee waivers, multiplied by the average account value over the period, multiplied by 182/365 (to reflect the one-half year period).

97

Schedule of Investments March 31, 2009 Security Large Cap Value Fund (unaudited)

	Shares	Value
COMMON STOCKS - 99.2%
Aerospace & Defense - 2.7%
United Technologies Corporation	24,000	$	1,031,520
Air Freight & Logistics - 3.3%
FedEx Corporation	28,100		1,250,169
Broadcasting - 0.8%
CBS Corporation (Cl.B)	77,100		296,064
Building Products - 2.1%
USG Corporation *	104,000		791,440
Cable & Satellite - 0.7%
Time Warner Cable, Inc.	10,509		260,622
Computer Hardware - 2.4%
Hewlett-Packard Company	28,700		920,122
Construction Materials - 1.4%
Vulcan Materials Company	11,000		487,190
Consumer Finance - 0.4%
First Marblehead Corporation *	132,341		170,720
Data Processing & Outsourced Services - 4.5%
Western Union Company	134,600		1,691,922
Department Stores - 3.2%
JC Penney Company, Inc.	61,200		1,228,284
Diversified Banks - 2.5%
U.S. Bancorp	39,078		570,930
Wells Fargo & Company	26,600		378,784
			949,714
Diversified Chemicals - 0.7%
Dow Chemical Company	33,600		283,248
Drug Retail - 2.2%
CVS Caremark Corporation	30,800		846,692
Electric Utilities - 3.9%
Edison International	50,300		1,449,143
Electronic Manufacturing Services - 1.6%
Tyco Electronics, Ltd.	55,150		608,856
Health Care Equipment - 4.4%
Covidien, Ltd.	20,350		676,434
Hospira, Inc. *	31,700		978,262
			1,654,696
Health Care Services - 2.3%
Medco Health Solutions, Inc. *	21,500		888,810
Home Improvement Retail - 1.8%
Lowe’s Companies, Inc.	36,800		671,600
Hypermarkets & Super Centers - 6.7%
Costco Wholesale Corporation	25,300		1,171,896

	Shares	Value
COMMON STOCKS - 99.2% (continued)
Hypermarkets & Super Centers - 6.7% (continued)
Wal-Mart Stores, Inc.	26,400	$	1,375,440
			2,547,336
Independent Power Producers & Energy Traders - 1.1%
NRG Energy, Inc. *	24,500		431,200
Industrial Conglomerates - 4.7%
General Electric Company	84,200		851,262
McDermott International, Inc. *	71,100		952,029
			1,803,291
Industrial Machinery - 2.3%
Parker Hannifin Corporation	25,500		866,490
Insurance Brokers - 1.9%
AON Corporation	18,100		738,842
Integrated Oil & Gas - 9.8%
Chevron Corporation	21,000		1,412,040
ConocoPhillips	8,900		348,524
Exxon Mobil Corporation	28,700		1,954,470
			3,715,034
Integrated Telecommunication Services - 1.2%
Windstream Corporation	56,976		459,227
Managed Health Care - 1.9%
Aetna, Inc.	29,500		717,735
Movies & Entertainment - 2.6%
News Corporation	27,500		182,050
Time Warner, Inc.	41,863		807,946
			989,996
Oil & Gas Equipment & Services - 1.7%
Halliburton Company	42,000		649,740
Oil & Gas Exploration & Production - 2.1%
Chesapeake Energy Corporation	46,800		798,408
Oil & Gas Storage & Transportation - 2.0%
Williams Companies, Inc.	65,500		745,390
Other Diversified Financial Services - 1.5%
JPMorgan Chase & Company 1	20,963		557,197
Pharmaceuticals - 2.9%
Schering-Plough Corporation	47,200		1,111,560
Property & Casualty Insurance - 6.0%
Berkshire Hathaway, Inc. *	26		2,254,199
Railroads - 3.9%
Union Pacific Corporation	35,700		1,467,627

  98   The accompanying notes are an integral part of the financial statements

Schedule of Investments March 31, 2009 Security Large Cap Value Fund (unaudited)

	Shares	Value
COMMON STOCKS - 99.2% (continued)
Research & Consulting Services - 2.6%
Equifax, Inc.	41,100	$1,004,895
Specialty Chemicals - 1.0%
Rohm & Haas Company	5,000	394,200
Tobacco - 2.4%
Altria Group, Inc.	18,600	297,972
Philip Morris International, Inc.	16,800	597,744
		895,716
TOTAL COMMON STOCKS
(cost $57,453,239)		$37,628,895
Total Investments - 99.2%
(cost $57,453,239)		$37,628,895
Cash & Other Assets, Less Liabilities - 0.8%		318,625
Total Net Assets - 100.0%		$37,947,520

For federal income tax purposes the identified cost of investments owned at March 31, 2009 was $58,587,099.

* Non-income producing security

¹ Security is segregated as collateral for open written option contracts.

  99   The accompanying notes are an integral part of the financial statements

Security

Large Cap Value Fund

(unaudited)

Statement of Assets and Liabilities
March 31, 2009
Assets:
Investments, at value*	$37,628,895
Receivables:
Fund shares sold	16,691
Securities sold	664,522
Dividends	116,121
Security Investors	13,429
Prepaid expenses	45,524
Total assets	38,485,182
Liabilities:
Cash overdraft	454,556
Payable for:
Fund shares redeemed	20,875
Written options, at value (premiums received, $7,534)	2,775
Management fees	20,868
Custodian fees	993
Transfer agent/maintenance fees	9,796
Administration fees	3,110
Professional fees	7,961
12b-1 distribution plan fees	8,737
Directors’ fees	3,093
Other	4,898
Total liabilities	537,662
Net assets	$37,947,520
Net assets consist of:
Paid in capital	$70,986,663
Undistributed net investment income	316,098
Accumulated net realized loss on sale of investments	(13,535,655)
Net unrealized depreciation in value of investments	(19,819,586)
Net assets	$37,947,520
Class A:
Capital shares outstanding (unlimited number of shares authorized)	6,922,784
Net assets	$30,685,037
Net asset value and redemption price per share	$4.43
Maximum offering price per share (net asset value divided by 94.25%)	$4.70
Class B:
Capital shares outstanding (unlimited number of shares authorized)	1,067,066
Net assets	$4,383,902
Net asset value, offering and redemption price per share (excluding any applicable contingent deferred sales charge)	$4.11
Class C:
Capital shares outstanding (unlimited number of shares authorized)	686,439
Net assets	$2,878,581
Net asset value, offering and redemption price per share (excluding any applicable contingent deferred sales charge)	$4.19
*Investments, at cost	$57,453,239

Statement of Operations
For the Six Months Ended March 31, 2009
Investment Income:
Dividends	$658,908
Interest	4,470
Total investment income	663,378
Expenses:
Management fees	172,196
Transfer agent/maintenance fees	128,200
Administration fees	25,237
Custodian fees	2,604
Directors’ fees	2,925
Professional fees	10,400
Reports to shareholders	8,503
Registration fees	21,447
Other expenses	12,652
12b-1 distribution fees - Class A	54,786
12b-1 distribution fees - Class C	16,489
Total expenses	455,439
Less:
Reimbursement of expenses - Class A	(96,763)
Reimbursement of expenses - Class B	(14,064)
Reimbursement of expenses - Class C	(7,889)
Net expenses	336,723
Net investment income	326,655
Net Realized and Unrealized Gain (Loss):
Net realized gain (loss) during the period on:
Investments	(6,018,686)
Options written	90,578
Net realized loss	(5,928,108)
Net unrealized appreciation (depreciation) during the period on:
Investments	(19,486,619)
Options written	4,758
Net unrealized depreciation	(19,481,861)
Net loss	(25,409,969)
Net decrease in net assets resulting from operations	$(25,083,314)

  100   The accompanying notes are an integral part of the financial statements

Statement of Changes in Net Assets	Security
	Large Cap Value Fund

	Six Months Ended March 31, 2009 (unaudited)		Year Ended September 30, 2008
Increase (decrease) in net assets from operations:
Net investment income	$	326,655	$	639,605
Net realized (loss) during the period on investments		(5,928,108)		(4,539,850)
Net unrealized depreciation during the period on investments		(19,481,861)		(19,633,290)
Net (decrease) in net assets resulting from operations		(25,083,314)		(23,533,535)
Distributions to shareholders from:
Net investment income
Class A		(503,277)		(378,053)
Class B		(90,508)		(22,222)
Net realized gain
Class A		(377,458)		(2,835,403)
Class B		(49,025)		(523,802)
Class C		(28,172)		(232,292)
Total distributions to shareholders		(1,048,440)		(3,991,772)
Capital share transactions:
Proceeds from sale of shares
Class A		6,875,451		42,964,106
Class B		1,426,819		3,386,023
Class C		938,989		2,180,812
Distributions reinvested
Class A		846,028		3,086,622
Class B		138,475		540,480
Class C		28,048		228,558
Cost of shares redeemed
Class A		(22,171,142)		(36,583,296)
Class B		(2,463,374)		(6,331,496)
Class C		(949,408)		(2,035,897)
Net increase (decrease) from capital share transactions		(15,330,114)		7,435,912
Net decrease in net assets		(41,461,868)		(20,089,395)
Net assets:
Beginning of period		79,409,388		99,498,783
End of period	$	37,947,520	$	79,409,388
Undistributed net investment income at end of period	$	316,098	$	583,228
Capital share activity:
Shares sold
Class A		1,453,119		5,509,142
Class B		320,160		457,814
Class C		195,090		284,364
Shares reinvested
Class A		170,227		377,800
Class B		29,908		70,743
Class C		5,930		29,416
Shares redeemed
Class A		(4,657,853)		(4,639,628)
Class B		(569,240)		(849,539)
Class C		(209,040)		(274,934)

101 The accompanying notes are an integral part of the financial statements

Financial Highlights	Security
Selected data for each share of capital stock outstanding throughout each period	Large Cap Value Fund

Class A	Six Months Ended March 31, 2009 a	2008	2007	2006	2005b	Year Ended September 30, 2004
Per Share Data
Net asset value, beginning of period	$6.72	$9.18	$7.65	$6.78	$5.71	$5.11
Income (loss) from investment operations:
Net investment incomec	0.03	0.05	0.04	0.01	0.03	0.01
Net gain (loss) on securities (realized and unrealized)	(2.23)	(2.14)	1.49	0.90	1.04	0.60
Total from investment operations	(2.20)	(2.09)	1.53	0.91	1.07	0.61
Less distributions:
Dividends from net investment income	(0.05)	(0.04)	–	(0.04)	–	(0.01)
Distributions from realized gains	(0.04)	(0.33)	–	–	–	–
Total distributions	(0.09)	(0.37)	–	(0.04)	–	(0.01)
Net asset value, end of period	$4.43	$6.72	$9.18	$7.65	$6.78	$5.71
Total Return d	(32.87%)	(23.45%)	20.04%	13.45%	18.74%	11.98%
Ratios/Supplemental Data
Net assets, end of period (in thousands)	$30,685	$66,902	$79,998	$64,786	$45,295	$43,071
Ratios to average net assets:
Net investment income	1.24%	0.68%	0.51%	0.17%	0.56%	0.19%
Total expensese	1.70%	1.36%	1.35%	1.49%	1.61%	1.52%
Net expensesf	1.25%	1.25%	1.27%	1.49%	1.61%	1.52%
Net expenses prior to custodian earning credits and net of expense waivers	1.25%	1.25%	1.27%	1.49%	1.61%	1.52%
Portfolio turnover rate	40%	48%	25%	54%	110%	75%
Class B	Six Months Ended March 31, 2009a,g	2008g	2007g	2006	2005b	Year Ended September 30, 2004
Per Share Data
Net asset value, beginning of period	$6.29	$8.58	$7.18	$6.38	$5.42	$4.87
Income (loss) from investment operations:
Net investment income (loss)c	0.04	0.07	(0.01)	(0.04)	(0.01)	(0.03)
Net gain (loss) on securities (realized and unrealized)	(2.11)	(2.02)	1.41	0.84	0.97	0.58
Total from investment operations	(2.07)	(1.95)	1.40	0.80	0.96	0.55
Less distributions:
Dividends from net investment income	(0.07)	(0.01)	–	–	–	–
Distributions from realized gains	(0.04)	(0.33)	–	–	–	–
Total distributions	(0.11)	(0.34)	–	–	–	–
Net asset value, end of period	$4.11	$6.29	$8.58	$7.18	$6.38	$5.42
Total Return d	(33.09%)	(23.39%)	19.50%	12.54%	17.71%	11.29%
Ratios/Supplemental Data
Net assets, end of period (in thousands)	$4,384	$8,097	$13,784	$12,761	$8,500	$10,164
Ratios to average net assets:
Net investment income (loss)	1.56%	0.93%	(0.08%)	(0.58%)	(0.16%)	(0.57%)
Total expensese	1.48%	1.11%	1.92%	2.26%	2.36%	2.27%
Net expensesf	1.00%	1.00%	1.85%	2.26%	2.36%	2.27%
Net expenses prior to custodian earning credits and net of expense waivers	1.00%	1.00%	1.85%	2.26%	2.36%	2.27%
Portfolio turnover rate	40%	48%	25%	54%	110%	75%

102 The accompanying notes are an integral part of the financial statements

Financial Highlights	Security
Selected data for each share of capital stock outstanding throughout each period	Large Cap Value Fund

Class C	Six Months Ended March 31, 2009a	2008	2007	2006	2005b	Year Ended September 30, 2004
Per Share Data
Net asset value, beginning of period	$6.35	$8.72	$7.31	$6.49	$5.52	$4.96
Income (loss) from investment operations:
Net investment income (loss)c	0.01	–	(0.02)	(0.04)	(0.01)	(0.03)
Net gain (loss) on securities (realized and unrealized)	(2.13)	(2.04)	1.43	0.86	0.98	0.59
Total from investment operations	(2.12)	(2.04)	1.41	0.82	0.97	0.56
Less distributions:
Distributions from realized gains	(0.04)	(0.33)	–	–	–	–
Total distributions	(0.04)	(0.33)	–	–	–	–
Net asset value, end of period	$4.19	$6.35	$8.72	$7.31	$6.49	$5.52
Total Return d	(33.47%)	(24.09%)	19.29%	12.63%	17.57%	11.29%
Ratios/Supplemental Data
Net assets, end of period (in thousands)	$2,879	$4,410	$5,717	$3,536	$2,899	$2,561
Ratios to average net assets:
Net investment income (loss)	0.56%	(0.07%)	(0.23%)	(0.60%)	(0.18%)	(0.57%)
Total expensese	2.49%	2.11%	2.10%	2.25%	2.36%	2.28%
Net expensesf	2.00%	2.00%	2.02%	2.25%	2.36%	2.28%
Net expenses prior to custodian earning credits and net of expense waivers	2.00%	2.00%	2.02%	2.25%	2.36%	2.28%
Portfolio turnover rate	40%	48%	25%	54%	110%	75%

^a Unaudited figures for the six months ended March 31, 2009. Percentage amounts for the period, except total return, have been annualized.

^b Security Investors (SI) became the advisor of Security Large Cap Value Fund effective June 30, 2005. Prior to June 30, 2005, SI paid Dreyfus Corporation for sub-advisory services.

^c Net investment income (loss) was computed using average shares outstanding throughout the period.

^d Total return information does not reflect deduction of any sales charges imposed at the time of purchase for Class A shares or upon redemption for Class B and C shares.

^e Total expense information reflects expense ratios absent expense reductions by the Investment Manager and custodian earnings credits, as applicable.

^f Net expense information reflects the expense ratios after voluntary expense waivers, reimbursements and custodian earnings credits, as applicable.

^g Effective August 1, 2007, Class B shares ceased charging 12b-1 fees in accordance with FINRA (formerly NASD) sales cap regulations. Per share information reflects this change. This fee will be reinstated when sales exceed the sales cap limit.

103 The accompanying notes are an integral part of the financial statements

Performance Summary	Security Large Cap Value Fund
	Large Cap Value Institutional Series
March 31, 2009	(unaudited)

PERFORMANCE

$10,000 Since Inception

This chart assumes a $10,000 investment in shares of Large Cap Value Institutional Series on July 11, 2008 (date of inception), and assumes all dividends reinvested. The chart does not reflect the deduction of taxes that a shareholder would pay on distributions or the redemption of fund shares. The Russell 1000 Value Index is an unmanaged index representing the performance of those Russell 1000 Index companies with lower price-to-book ratios and lower forecasted growth values.

Average Annual Returns
Periods Ended 3-31-09	Since Inception (7-11-08)
Large Cap Value Institutional Series	(36.69%)
The performance data above represents past performance that is not predictive of future results. The investment return and principal value of an investment in the Series will fluctuate so that an investor's shares, when redeemed, may be worth more or less than their original cost. The figures do not reflect the deduction of taxes that a shareholder would pay on distributions or redemption of shares. Such figures would be lower if the maximum sales charge and any applicable taxes were deducted. Fee waivers and/or reimbursements reduced expenses of the Series and in the absence of such waiver, the performance quoted would be reduced.

Portfolio Composition by Sector as of 3-31-09
Consumer Discretionary	10.11%
Consumer Staples	11.77
Energy	15.64
Financials	11.58
Health Care	12.87
Industrials	24.32
Information Technology	9.23
Materials	3.27
Telecommunication Services	1.35
Utilities	5.30
Exchange Traded Funds	2.79
Liabilities, Less Cash & Other Assets	(8.23)
Total Net Assets	100.00%

104 The accompanying notes are an integral part of the financial statements

Performance Summary March 31, 2009 Security Large Cap Value Fund Large Cap Value Institutional Series (unaudited)

Information About Your Series Expenses

Calculating your ongoing Series expenses

Example

As a shareholder of the Series, you incur ongoing costs, including management fees and other Series expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in the Series and to compare these costs with ongoing costs of investing in other mutual funds. The example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period October 1, 2008 through March 31, 2009.

Actual Expenses

The first line for each class of shares in the table provides information about actual account values and actual expenses. You may use the information in this table, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the table under the heading entitled “Expenses Paid During the Period” to estimate the expenses you paid on your account during this period.

Hypothetical Example for Comparison Purposes

The second line for each class of shares in the table provides information about hypothetical account values and hypothetical expenses based on the Series’ actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Series’ actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Series and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other mutual funds.

Please note that the expenses shown in the table are meant to highlight your ongoing costs. Therefore, the second line for each class of shares is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds

Series Expenses
	Beginning Account Value 10/1/2008	Ending Account Value 3/31/20091	Expenses Paid During Period2
Large Cap Value Institutional Series
Actual	$1,000.00	$658.77	$4.05
Hypothetical	1,000.00	1,020.04	4.94

¹ The actual ending account value is based on the actual total return of the Series for the period October 1, 2008 to March 31, 2009 after actual expenses and will differ from the hypothetical ending account value which is based on the Series expense ratio and a hypothetical annual return of 5% before expenses. The actual cumulative return at net asset value for the period October 1, 2008 to March 31, 2009 was (34.12%).

² Expenses are equal to the Series annualized expense ratio of 0.98%, net of any applicable fee waivers, multiplied by the average account value over the period, multiplied by 182/365 (to reflect the one-half year period).

105

Schedule of Investments March 31, 2009 Security Large Cap Value Fund Large Cap Value Institutional Series (unaudited)

	Shares	Value
COMMON STOCKS - 108.2%
Aerospace & Defense - 3.1%
United Technologies Corporation	1,670	$71,777
Air Freight & Logistics - 3.0%
FedEx Corporation	1,600	71,184
Broadcasting - 0.5%
CBS Corporation (Cl.B)	2,770	10,637
Building Products - 1.9%
USG Corporation *	5,890	44,823
Cable & Satellite - 0.6%
Time Warner Cable, Inc.	562	13,944
Computer Hardware - 2.7%
Hewlett-Packard Company	1,950	62,517
Construction Materials - 1.5%
Vulcan Materials Company	750	33,217
Consumer Finance - 0.3%
First Marblehead Corporation *	6,069	7,829
Data Processing & Outsourced Services - 4.7%
Western Union Company	8,870	111,496
Department Stores - 3.2%
JC Penney Company, Inc.	3,770	75,664
Diversified Banks - 2.8%
U.S. Bancorp	2,230	32,580
Wells Fargo & Company	2,380	33,892
		66,472
Diversified Chemicals - 0.7%
Dow Chemical Company	2,050	17,282
Drug Retail - 2.3%
CVS Caremark Corporation	1,960	53,880
Electric Utilities - 4.1%
Edison International	3,330	95,937
Electronic Manufacturing Services - 1.8%
Tyco Electronics, Ltd.	3,810	42,062
Exchange Traded Funds - 2.8%
iShares Russell 1000 Value Index Fund	806	32,716
iShares S&P 500 Value Index Fund	875	32,550
		65,266
Health Care Equipment - 4.6%
Covidien, Ltd.	1,150	38,226
Hospira, Inc. *	2,230	68,818
		107,044
Health Care Services - 2.6%
Medco Health Solutions, Inc. *	1,480	61,183

	Shares	Value
COMMON STOCKS - 108.2% (continued)
Home Improvement Retail - 4.0%
Lowe’s Companies, Inc.	5,110	$93,257
Hypermarkets & Super Centers - 6.4%
Costco Wholesale Corporation	1,140	52,805
Wal-Mart Stores, Inc.	1,840	95,864
		148,669
Independent Power Producers & Energy Traders - 1.2%
NRG Energy, Inc. *	1,600	28,160
Industrial Conglomerates - 6.1%
General Electric Company	5,340	53,987
McDermott International, Inc. *	6,820	91,319
		145,306
Industrial Machinery - 3.3%
Parker Hannifin Corporation	2,300	78,154
Insurance Brokers - 3.0%
AON Corporation	1,700	69,394
Integrated Oil & Gas - 9.8%
Chevron Corporation	1,190	80,016
ConocoPhillips	660	25,846
Exxon Mobil Corporation	1,820	123,942
		229,804
Integrated Telecommunication Services - 1.4%
Windstream Corporation	3,930	31,676
Managed Health Care - 2.3%
Aetna, Inc.	2,200	53,526
Movies & Entertainment - 1.8%
Time Warner, Inc.	2,240	43,228
Oil & Gas Equipment & Services - 2.0%
Halliburton Company	3,060	47,338
Oil & Gas Exploration & Production - 2.1%
Chesapeake Energy Corporation	2,900	49,474
Oil & Gas Storage & Transportation - 1.7%
Williams Companies, Inc.	3,490	39,716
Other Diversified Financial Services - 1.7%
JPMorgan Chase & Company	1,536	40,827
Pharmaceuticals - 3.4%
Schering-Plough Corporation	3,380	79,599
Property & Casualty Insurance - 3.8%
Berkshire Hathaway, Inc. *	1	86,699

  106   The accompanying notes are an integral part of the financial statements

Schedule of Investments March 31, 2009 Security Large Cap Value Fund Large Cap Value Institutional Series (unaudited)

	Shares	Value
COMMON STOCKS - 108.2% (continued)
Railroads - 4.0%
Union Pacific Corporation	2,260	$92,909
Research & Consulting Services - 2.8%
Equifax, Inc.	2,670	65,282
Specialty Chemicals - 1.1%
Rohm & Haas Company	330	26,017
Tobacco - 3.1%
Altria Group, Inc.	1,920	30,758
Philip Morris International, Inc.	1,190	42,341
		73,099
TOTAL COMMON STOCKS
(cost $3,618,643)		$2,534,348
Total Investments - 108.2%
(cost $3,618,643)		$2,534,348
Liabilities, Less Cash & Other Assets - (8.2)%		(192,682	)
Total Net Assets - 100.0%		$2,341,666

For federal income tax purposes the identified cost of investments owned at March 31, 2009 was $3,618,643.

* Non-income producing security

  107   The accompanying notes are an integral part of the financial statements

Security Large Cap Value Fund

Large Cap Value Institutional Series

(unaudited)

Statement of Assets and Liabilities
March 31, 2009
Assets:
Investments, at value*	$2,534,348
Cash	164,663
Receivables:
Fund shares sold	4,298
Securities sold	57
Dividends	7,330
Security Investors	3,210
Prepaid expenses	12,696
Total assets	2,726,602
Liabilities:
Payable for:
Fund shares redeemed	375,478
Management fees	1,387
Administration fees	293
Transfer agent/maintenance fees	25
Custodian fees	695
Directors’ fees	97
Professional fees	4,170
Other fees	2,791
Total liabilities	384,936
Net assets	$2,341,666
Net assets consist of:
Paid in capital	$3,597,503
Undistributed net investment income	11,238
Accumulated net realized loss on sale of investments	(182,779)
Net unrealized depreciation in value of investments	(1,084,296)
Net assets	$2,341,666
Capital shares authorized	unlimited
Capital shares outstanding	372,096
Net asset value per share
(net assets divided by shares outstanding)	$6.29
*Investments, at cost	$3,618,643

Statement of Operations For the Six Months Ended March 31, 2009
Investment Income:
Dividends	$	35,961
Interest		219
Total investment income		36,180
Expenses:
Management fees		8,871
Administration fees		1,078
Transfer agent/maintenance fees		192
Custodian fees		84
Directors’ fees		126
Professional fees		6,583
Reports to shareholders		2,364
Registration fees		11,764
Other		927
Total expenses		31,989
Less:
Reimbursement of expenses		(18,596)
Net expenses		13,393
Net investment income		22,787
Net Realized and Unrealized Gain (Loss):
Net realized gain (loss) during the period on:
Investments		(141,961)
Options written		2,131
Net realized loss		(139,830)
Net unrealized appreciation (depreciation) during the period on:
Investments		(1,002,024)
Net unrealized depreciation		(1,002,024)
Net realized and unrealized loss		(1,141,854)
Net decrease in net assets resulting from operations	$	(1,119,067)

  108   The accompanying notes are an integral part of the financial statements

Statement of Changes in Net Assets Security Large Cap Value Fund Large Cap Value Institutional Series

	Six Months Ended March 31, 2009 (unaudited)			Period Ended September 30, 2008*
Increase (decrease) in net assets from operations:
Net investment income	$	22,787		$	8,072
Net realized loss during the period on investments		(139,830	)		(42,949	)
Net unrealized depreciation during the period on investments		(1,002,024	)		(82,272	)
Net decrease in net assets resulting from operations		(1,119,067	)		(117,149	)
Distributions to shareholders from:
Net investment income		(19,621	)		–
Total distributions to shareholders		(19,621	)		–
Capital share transactions:
Proceeds from sale of shares		2,247,378			3,308,936
Dividends reinvested		19,621			–
Cost of shares redeemed		(1,664,841	)		(313,591	)
Net increase from capital share transactions		602,158			2,995,345
Net increase (decrease) in net assets		(536,530	)		2,878,196
Net assets:
Beginning of period		2,878,196			–
End of period	$	2,341,666		$	2,878,196
Undistributed net investment income at end of period	$	11,238		$	8,072
Capital share activity:
Shares sold		316,754			330,636
Shares reinvested		2,764			–
Shares redeemed		(246,952	)		(31,106	)
Total capital share activity		72,566			299,530

* For the period July 11, 2008 (commencement of operations) to September 30, 2008.

109 The accompanying notes are an integral part of the financial statements

Financial Highlights Selected data for each share of capital stock outstanding throughout each period Security Large Cap Value Fund Large Cap Value Institutional Series

	Six Months Ended March 31, 2009 a	Period Ended September 30, 2008 b
Per Share Data
Net asset value, beginning of period	$9.61	$10.00
Income (loss) from investment operations:
Net investment incomec	0.06	0.03
Net loss on securities (realized and unrealized)	(3.33)	(0.42)
Total from investment operations	(3.27)	(0.39)
Less distributions:
Dividends from net investment income	(0.05)	–
Total distributions	(0.05)	–
Net asset value, end of period	$6.29	$9.61
Total Return	(34.12%)	(3.90%)
Ratios/Supplemental Data
Net assets, end of period (in thousands)	$2,342	$2,878
Ratios to average net assets:
Net investment income	1.67%	1.17%
Total expensesd	2.34%	2.33%
Net expensese	0.98%	0.98%
Net expenses prior to custodian earnings credits and net of expense waivers	0.98%	0.98%
Portfolio turnover rate	104%	35%

^a Unaudited figures for the six months ended March 31, 2009. Percentage amounts, except total return, have been annualized.

^b Security Large Cap Value Institutional Series was initially capitalized on July 11, 2008 with a net asset value of $10 per share. Percentage amounts for the period, except total return, have been annualized.

^c Net investment income (loss) was computed using average shares outstanding throughout the period.

^d Total expense information reflects the expense ratios absent expense reductions by the Investment Manager and earnings credits, as applicable.

^e Net expense information reflects the expense ratios after voluntary expense waivers, reimbursements and custodian earnings credits, as applicable.

110 The accompanying notes are an integral part of the financial statements

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111

Performance Summary March 31, 2009   Security Mid Cap Growth Fund (unaudited)  

  PERFORMANCE

$10,000 Over Ten Years

This chart assumes a $10,000 investment in Class A shares of Security Mid Cap Growth Fund on March 31, 1999, reflects deduction of the 5.75% sales load and assumes all dividends reinvested. The chart does not reflect the deduction of taxes that a shareholder would pay on distributions of the redemption of fund shares. The Russell MidCap Growth Index is an unmanaged capitalization-weighted index that is designed to measure the performance of the 800 smallest companies in the Russell 1000 Index with higher price-to-book ratios and higher forecasted growth values.

Average Annual Returns
Periods Ended
3-31-09	1 Year	5 Years	10 Years
A Shares	(35.24%)	(9.20%)	1.55%
A Shares with sales charge	(38.97%)	(10.27%)	0.95%
B Shares	(35.59%)	(9.85%)	0.86%
B Shares with CDSC	(38.76%)	(10.05%)	0.86%
C Shares	(35.80%)	(9.88%)	0.76%
C Shares with CDSC	(36.44%)	(9.88%)	0.76%
The performance data above represents past performance that is not predictive of future results. The investment return and principal value of an investment in the Fund will fluctuate so that an investor's shares, when redeemed, may be worth more or less than their original cost. The figures above do not reflect deduction of the maximum front-end sales charge of 5.75% for Class A shares or the contingent deferred sales charge of 5% for Class B shares and 1% for Class C shares, as applicable, except where noted. The figures do not reflect the deduction of taxes that a shareholder would pay on distributions or redemption of shares. Such figures would be lower if the maximum sales charge and any applicable taxes were deducted.

Portfolio Composition by Sector as of 3-31-09
Consumer Discretionary	17.30%
Consumer Staples	2.51
Energy	9.28
Financials	5.72
Health Care	13.01
Industrials	9.41
Information Technology	24.43
Materials	9.36
Exchange Traded Funds	5.29
Warrants	0.02
Cash & Other Assets, Less Liabilities	3.67
Total Net Assets	100.00%

  112   The accompanying notes are an integral part of the financial statements

Performance Summary March 31, 2009 Security Mid Cap Growth Fund (unaudited)

Information About Your Fund’s Expenses

Calculating your ongoing Fund expenses

Example

As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, which may include sales charges (loads) on purchase payments; contingent deferred sales charges on redemptions; and redemption fees, if any; and (2) ongoing costs, including management fees; distribution and/or service fees (12b-1); and other Fund expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in the Series and to compare these costs with ongoing costs of investing in other mutual funds. The example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period October 1, 2008 through March 31, 2009.

Actual Expenses

The first line for each class of shares in the table provides information about actual account values and actual expenses. You may use the information in this table, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the table under the heading entitled “Expenses Paid During the Period” to estimate the expenses you paid on your account during this period.

Hypothetical Example for Comparison Purposes

The second line for each class of shares in the table provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other mutual funds.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as sales charges (loads) on purchase payments, contingent deferred sales charges on redemptions, and redemption fees, if any. Therefore, the second line for each class of shares is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.

Fund Expenses
	Beginning Account Value 10/1/2008	Ending Account Value 3/31/20091	Expenses Paid During Period2
Mid Cap Growth
Fund - Class A
Actual	$1,000.00	$736.87	$8.10
Hypothetical	1,000.00	1,015.61	9.40
Mid Cap Growth
Fund - Class B
Actual	1,000.00	735.80	11.34
Hypothetical	1,000.00	1,011.87	13.14
Mid Cap Growth
Fund - Class C
Actual	1,000.00	733.70	11.32
Hypothetical	1,000.00	1,011.87	13.14

¹ The actual ending account value is based on the actual total return of the Fund for the period October 1, 2008 to March 31, 2009 after actual expenses and will differ from the hypothetical ending account value which is based on the Fund expense ratio and a hypothetical annual return of 5% before expenses. The actual cumulative return at net asset value for the period October 1, 2008 to March 31, 2009 was (26.31%), (26.42%) and (26.63%), for Class A, B and C shares, respectively.

² Expenses are equal to the Fund annualized expense ratio (1.87%, 2.62% and 2.62% for Class A, B, and C shares, respectively), net of any applicable fee waivers, multiplied by the average account value over the period, multiplied by 182/365 (to reflect the one-half year period).

  113   The accompanying notes are an integral part of the financial statements

	Security Mid Cap Growth Fund (unaudited)
Schedule of Investments March 31, 2009

	Shares	Value
COMMON STOCKS - 96.3%
Aerospace & Defense - 6.6%
Goodrich Corporation	49,430	$1,872,903
Precision Castparts Corporation	33,050	1,979,695
		3,852,598
Application Software - 4.2%
Amdocs, Ltd. *	57,720	1,068,974
Nuance Communications, Inc. *	126,450	1,373,247
		2,442,221
Asset Management & Custody Banks - 1.7%
BlackRock, Inc.	7,850	1,020,814
Biotechnology - 5.7%
Genzyme Corporation *	38,100	2,262,759
Gilead Sciences, Inc. *	23,460	1,086,667
		3,349,426
Casinos & Gaming - 4.1%
Penn National Gaming, Inc. *	51,640	1,247,106
WMS Industries, Inc. *	55,125	1,152,664
		2,399,770
Coal & Consumable Fuels - 0.9%
Peabody Energy Corporation	21,745	544,495
Construction & Engineering - 1.2%
Aecom Technology Corporation *	25,950	676,776
Data Processing & Outsourced Services - 3.7%
Alliance Data Systems Corporation *	57,905	2,139,590
Exchange Traded Funds - 5.3%
iShares Russell Midcap Growth Index Fund	102,440	3,083,444
Fertilizers & Agricultural Chemicals - 1.5%
Mosaic Company	20,720	869,826
Food Retail - 2.5%
Kroger Company	69,070	1,465,665
Health Care Equipment - 1.6%
Beckman Coulter, Inc.	18,655	951,592
Home Entertainment Software - 3.3%
Activision Blizzard, Inc. *	183,080	1,915,017
Homefurnishing Retail - 2.1%
Bed Bath & Beyond, Inc. *	50,500	1,249,875
Hotels, Resorts & Cruise Lines - 1.6%
Marriott International, Inc.	55,850	913,706
Housewares & Specialties - 2.3%
Jarden Corporation *	105,830	1,340,866

	Shares	Value
COMMON STOCKS - 96.3% (continued)
Industrial Gases - 5.6%
AirGas, Inc.	50,675	$1,713,321
Praxair, Inc.	22,735	1,529,838
		3,243,159
IT Consulting & Other Services - 3.2%
Cognizant Technology Solutions Corporation *	90,635	1,884,302
Leisure Facilities - 1.3%
Life Time Fitness, Inc. *	61,010	766,286
Life Sciences Tools & Services - 2.6%
Thermo Fisher Scientific, Inc. *	41,760	1,489,579
Metal & Glass Containers - 2.3%
Ball Corporation	31,022	1,346,355
Multi-Line Insurance - 4.0%
Assurant, Inc.	49,565	1,079,526
HCC Insurance Holdings, Inc.	49,220	1,239,852
		2,319,378
Oil & Gas Equipment & Services - 5.5%
National Oilwell Varco, Inc. *	64,800	1,860,408
Weatherford International, Ltd. *	121,100	1,340,577
		3,200,985
Oil & Gas Exploration & Production - 1.5%
Comstock Resources, Inc. *	29,170	869,266
Oil & Gas Storage & Transportation - 1.4%
Williams Companies, Inc.	70,310	800,128
Pharmaceuticals - 3.1%
Teva Pharmaceutical Industries, Ltd. ADR	40,025	1,803,126
Railroads - 1.6%
Union Pacific Corporation	23,330	959,096
Restaurants - 5.9%
Burger King Holdings, Inc.	79,340	1,820,853
Darden Restaurants, Inc.	46,820	1,604,053
		3,424,906
Semiconductors - 3.7%
Fairchild Semiconductor International, Inc. *	48,750	181,838
ON Semiconductor Corporation *	296,465	1,156,213
Skyworks Solutions, Inc. *	101,830	820,750
		2,158,801
Systems Software - 4.7%
Sybase, Inc. *	23,040	697,882
Symantec Corporation *	140,420	2,097,874
		2,795,756

  114   The accompanying notes are an integral part of the financial statements

	Security Mid Cap Growth Fund (unaudited)
Schedule of Investments March 31, 2009

	Shares	Value
COMMON STOCKS - 96.3% (continued)
Technology Distributors - 1.6%
Avnet, Inc. *	52,260	$915,073
TOTAL COMMON STOCKS (cost $70,169,792)		$56,191,877
	Shares	Value
WARRANTS - 0.0%
Nova Biosource Fuels, Inc.
$2.40, 7/5/2011	208,050	11,497
TOTAL WARRANTS (cost $214,905)		$11,497
Total Investments - 96.3% (cost $70,384,697)		$56,203,374
Cash & Other Assets, Less Liabilities - 3.7%		2,140,125
Total Net Assets - 100.0%		$58,343,499

For federal income tax purposes the identified cost of investments owned at March 31, 2009 was $70,977,789.

ADR American Depositary Receipt

* Non-income producing security

  115   The accompanying notes are an integral part of the financial statements

Security

Mid Cap Growth Fund

(unaudited)

Statement of Assets and Liabilities
March 31, 2009
Assets:
Investments, at value*	$56,203,374
Cash	1,746,871
Receivables:
Fund shares sold	13,137
Securities sold	1,156,498
Dividends	29,696
Prepaid expenses	45,012
Total assets	59,194,588
Liabilities:
Payable for:
Securities purchased	252,163
Fund shares redeemed	487,718
Management fees	35,356
Custodian fees	634
Transfer agent/maintenance fees	17,680
Administration fees	4,898
Professional fees	13,245
12b-1 distribution plan fees	17,200
Directors’ fees	3,629
Other	18,566
Total liabilities	851,089
Net assets	$58,343,499
Net assets consist of:
Paid in capital	$116,742,012
Accumulated net investment loss	(322,969)
Accumulated net realized loss on sale of investments	(43,894,220)
Net unrealized depreciation in value of investments	(14,181,324)
Net assets	$58,343,499
Class A:
Capital shares outstanding (unlimited number of shares authorized)	10,485,475
Net assets	$49,422,784
Net asset value and redemption price per share	$4.71
Maximum offering price per share (net asset value divided by 94.25%)	$5.00
Class B:
Capital shares outstanding (unlimited number of shares authorized)	1,398,786
Net assets	$4,990,764
Net asset value, offering and redemption price per share (excluding any applicable contingent deferred sales charge)	$3.57
Class C:
Capital shares outstanding (unlimited number of shares authorized)	955,265
Net assets	$3,929,951
Net asset value, offering and redemption price per share (excluding any applicable contingent deferred sales charge)	$4.11
*Investments, at cost	$70,384,697

Statement of Operations
For the Six Months Ended March 31, 2009
Investment Income:
Dividends	$	271,188
Interest		7,395
Total investment income		278,583
Expenses:
Management fees		227,145
Transfer agent/maintenance fees		164,032
Administration fees		29,057
Custodian fees		455
Directors’ fees		3,565
Professional fees		15,839
Reports to shareholders		13,886
Registration fees		20,772
Other expenses		14,799
12b-1 distribution fees - Class A		63,619
12b-1 distribution fees - Class B		26,390
12b-1 distribution fees - Class C		21,993
Total expenses		601,552
Net investment loss		(322,969)
Net Realized and Unrealized Gain (Loss):
Net realized gain (loss) during the period on:
Investments		(19,063,040)
Net realized loss		(19,063,040)
Net unrealized appreciation (depreciation) during the period on:
Investments		(3,331,125)
Net unrealized depreciation		(3,331,125)
Net loss		(22,394,165)
Net decrease in net assets resulting from operations	$	(22,717,134)

  116   The accompanying notes are an integral part of the financial statements

Statement of Changes in Net Assets	Security
	Mid Cap Growth Fund

	Six Months Ended March 31, 2009 (unaudited)			Year Ended September 30, 2008
Increase (decrease) in net assets from operations:
Net investment loss	$	(322,969	)	$	(988,218	)
Net realized (loss) during the period on investments		(19,063,040	)		(22,363,569	)
Net unrealized depreciation during the period on investments		(3,331,125	)		(13,666,899	)
Net (decrease) in net assets resulting from operations		(22,717,134	)		(37,018,686	)
Distributions to shareholders from:
Net realized gain
Class A		(535,743	)		(28,305,723	)
Class B		(73,574	)		(3,379,810	)
Class C		(53,571	)		(2,111,785	)
Total distributions to shareholders		(662,888	)		(33,797,318	)
Capital share transactions:
Proceeds from sale of shares
Class A		3,227,274			13,994,661
Class B		403,948			1,239,490
Class C		497,187			1,676,082
Distributions reinvested
Class A		513,214			27,267,564
Class B		72,606			3,319,686
Class C		50,288			1,945,651
Cost of shares redeemed
Class A		(6,527,262	)		(70,720,345	)
Class B		(1,070,359	)		(4,954,737	)
Class C		(1,260,527	)		(3,272,723	)
Net decrease from capital share transactions		(4,093,631	)		(29,504,671	)
Net decrease in net assets		(27,473,653	)		(100,320,675	)
Net assets:
Beginning of period		85,817,152			186,137,827
End of period	$	58,343,499		$	85,817,152
Accumulated net investment loss at end of period	$	(322,969	)	$	–
Capital share activity:
Shares sold
Class A		678,903			1,697,528
Class B		115,485			186,925
Class C		118,199			236,049
Shares reinvested
Class A		111,569			3,416,988
Class B		20,804			542,432
Class C		12,510			275,979
Shares redeemed
Class A		(1,404,338	)		(8,463,584	)
Class B		(303,932	)		(800,385	)
Class C		(313,171	)		(434,505	)

  117   The accompanying notes are an integral part of the financial statements

Financial Highlights	Security
Selected data for each share of capital stock outstanding throughout each period	Mid Cap Growth Fund

Class A	Six Months Ended March 31, 2009 a	2008	2007	2006	2005	Year Ended September 30, 2004b
Per Share Data
Net asset value, beginning of period	$6.46	$11.11	$12.03	$12.65	$11.02	$10.84
Income (loss) from investment operations:
Net investment lossc	(0.02)	(0.05)	(0.08)	(0.12)	(0.10)	(0.13)
Net gain (loss) on securities (realized and unrealized)	(1.68)	(2.46)	0.35	0.47	2.46	0.71
Total from investment operations	(1.70)	(2.51)	0.27	0.35	2.36	0.58
Less distributions:
Distributions from realized gains	(0.05)	(2.14)	(1.19)	(0.97)	(0.73)	(0.40)
Total distributions	(0.05)	(2.14)	(1.19)	(0.97)	(0.73)	(0.40)
Net asset value, end of period	$4.71	$6.46	$11.11	$12.03	$12.65	$11.02
Total Return d	(26.31%)	(26.24%)	2.10%	2.81%	21.76%	5.23%
Ratios/Supplemental Data
Net assets, end of period (in thousands)	$49,423	$71,655	$160,544	$192,159	$183,676	$149,715
Ratios to average net assets:
Net investment loss	(0.95%)	(0.63%)	(0.67%)	(0.93%)	(0.85%)	(1.11%)
Total expensese	1.87%	1.50%	1.41%	1.40%	1.42%	1.41%
Net expensesf	1.87%	1.50%	1.41%	1.40%	1.42%	1.41%
Net expenses prior to custodian earning credits and net of expense waivers	1.87%	1.50%	1.41%	1.40%	1.42%	1.41%
Portfolio turnover rate	141%	191%g	34%	41%	31%	50%
Class B	Six Months Ended March 31, 2009a	2008	2007	2006	2005	Year Ended September 30, 2004b
Per Share Data
Net asset value, beginning of period	$4.92	$9.09	$10.12	$10.86	$9.61	$9.57
Income (loss) from investment operations:
Net investment lossc	(0.03)	(0.09)	(0.14)	(0.18)	(0.16)	(0.19)
Net gain (loss) on securities (realized and unrealized)	(1.27)	(1.94)	0.30	0.41	2.14	0.63
Total from investment operations	(1.30)	(2.03)	0.16	0.23	1.98	0.44
Less distributions:
Distributions from realized gains	(0.05)	(2.14)	(1.19)	(0.97)	(0.73)	(0.40)
Total distributions	(0.05)	(2.14)	(1.19)	(0.97)	(0.73)	(0.40)
Net asset value, end of period	$3.57	$4.92	$9.09	$10.12	$10.86	$9.61
Total Return d	(26.42%)	(26.92%)	1.34%	2.12%	20.95%	4.44%
Ratios/Supplemental Data
Net assets, end of period (in thousands)	$4,991	$7,711	$14,877	$22,010	$27,115	$26,578
Ratios to average net assets:
Net investment loss	(1.70%)	(1.40%)	(1.43%)	(1.68%)	(1.61%)	(1.86%)
Total expensese	2.62%	2.26%	2.16%	2.15%	2.17%	2.16%
Net expensesf	2.62%	2.26%	2.16%	2.15%	2.17%	2.16%
Net expenses prior to custodian earning credits and net of expense waivers	2.62%	2.26%	2.16%	2.15%	2.17%	2.16%
Portfolio turnover rate	141%	191%g	34%	41%	31%	50%

  118   The accompanying notes are an integral part of the financial statements

Financial Highlights Selected data for each share of capital stock outstanding throughout each period Security Mid Cap Growth Fund

Class C	Six Months Ended March 31, 2009a	2008	2007	2006	2005	Year Ended September 30, 2004b
Per Share Data
Net asset value, beginning of period	$5.67	$10.11	$11.13	$11.84	$10.43	$10.34
Income (loss) from investment operations:
Net investment lossc	(0.03)	(0.10)	(0.15)	(0.19)	(0.18)	(0.21)
Net gain (loss) on securities (realized and unrealized)	(1.48)	(2.20)	0.32	0.45	2.32	0.70
Total from investment operations	(1.51)	(2.30)	0.17	0.26	2.14	0.49
Less distributions:
Distributions from realized gains	(0.05)	(2.14)	(1.19)	(0.97)	(0.73)	(0.40)
Total distributions	(0.05)	(2.14)	(1.19)	(0.97)	(0.73)	(0.40)
Net asset value, end of period	$4.11	$5.67	$10.11	$11.13	$11.84	$10.43
Total Return d	(26.63%)	(26.87%)	1.31%	2.20%	20.83%	4.59%
Ratios/Supplemental Data
Net assets, end of period (in thousands)	$3,930	$6,452	$10,717	$15,505	$16,330	$14,759
Ratios to average net assets:
Net investment loss	(1.70%)	(1.40%)	(1.43%)	(1.68%)	(1.60%)	(1.86%)
Total expensese	2.62%	2.26%	2.16%	2.15%	2.17%	2.16%
Net expensesf	2.62%	2.26%	2.16%	2.15%	2.17%	2.16%
Net expenses prior to custodian earning credits and net of expense waivers	2.62%	2.26%	2.16%	2.15%	2.17%	2.16%
Portfolio turnover rate	141%	191%g	34%	41%	31%	50%

^a Unaudited figures for the six months ended March 31, 2009. Percentage amounts for the period, except total return, have been annualized.

^b The financial highlights for the Security Mid Cap Growth Fund exclude the historical financial highlights of the Technology Series Class, A, B and C shares. The assets of the Technology Series were acquired by the Security Mid Cap Growth Fund on October 3, 2003.

^c Net investment income (loss) was computed using average shares outstanding throughout the period.

^d Total return information does not reflect deduction of any sales charges imposed at the time of purchase for Class A shares or upon redemption for Class B and C shares.

^e Total expense information reflects expense ratios absent expense reductions by the Investment Manager and custodian earnings credits, as applicable.

^f Net expense information reflects the expense ratios after voluntary expense waivers, reimbursements and custodian earnings credits, as applicable.

^g Significant variation in the portfolio turnover rate is due to the Investment Manager's appointment of new portfolio managers for the fund.

119 The accompanying notes are an integral part of the financial statements

Notes to Financial Statements

March 31, 2009 (unaudited)

1. Significant Accounting Policies

Security Large Cap Value, Equity and Mid Cap Growth Funds (collectively referred to herein as the Funds) are registered under the Investment Company Act of 1940, as amended, as open-end management investment companies. The shares of Security Equity Fund and Large Cap Value Fund are currently issued in multiple series, with each series, in effect, representing a separate fund. The Security Equity Fund accounts for the assets of each series separately. Class “A” shares are generally sold with a sales charge at the time of purchase. Class “A” shares are not subject to a sales charge when they are redeemed, except for purchases of $1 million or more sold without a front-end sales charge are subject to a contingent deferred sales charge if redeemed within one year of purchase. Class “B” shares may be subject to a contingent deferred sales charge for six years and automatically convert to Class A shares after eight years. Redemptions of Class “B” shares within five years of acquisition incur a contingent deferred sales charge. Class “C” shares are offered without a front-end sales charge but incur additional class-specific expenses. Redemptions of Class “C” shares within one year of acquisition incur a contingent deferred sales charge. “Institutional” Class shares are offered primarily for direct investment by institutions, such as pension and profit sharing plans, endowments, foundations and corporations. Institutional class shares have a minimum initial investment of $2 million and a minimum account balance of $1 million. Institutional Class shares are offered without a front-end sales charge or a contingent deferred sales charge. The following is a summary of the significant accounting policies followed by the Funds in the preparation of their financial statements.

A. Security Valuation - Valuations of the Funds’ or Series’ securities are supplied by pricing services approved by the Board of Directors. The Funds’ officers, under the general super vision of the Board of Directors, regularly review procedures used by, and valuations provided by, the pricing services. Each security owned by the Funds or Series that is listed on a securities exchange is valued at its last sale price on that exchange on the date as of which assets are valued. Where the security is listed on more than one exchange, the Fund or Series will use the price of that exchange that it generally considers to be the principal exchange on which the stock is traded. Securities listed on the Nasdaq Stock Market, Inc. (“Nasdaq”) will be valued at the Nasdaq Official Closing Price, which may not necessarily represent the last sale price. If there has been no sale on such exchange or NASDAQ on such day, the security is valued at the closing bid price on such day. Securities for which market quotations are not readily available are valued taking into consideration securities with similar yields, quality, type of issue, coupon, duration and rating. If there is no bid price or if the bid price is deemed to be unsatisfactory by the Board of Directors or by the Funds’ or Series’ investment manager, then the securities are valued in good faith by such method as the Board of Directors determines will reflect the fair value. If events occur after the close of a foreign exchange that will affect the value of a Fund or Series portfolio securities before the time as of which the NAV is calculated (a “significant event”), the security will generally be priced using a fair value procedure. If the Valuation

Committee determines a significant event has occurred, it will evaluate the impact of that event on an affected security or securities, to determine whether a fair value adjustment would materially affect the Fund or Series net asset value per share. Some of the factors which may be considered by the Board of Directors in determining fair value are fundamental analytical data relating to the investment, the nature and duration of any restrictions on disposition, trading in similar securities of the same issuer or comparable companies, information from broker-dealers, and an evaluation of the forces that influence the market in which the securities are purchased and sold. The Funds or Series generally will value short-term debt securities at prices based on market quotations for such securities or securities of similar type, yield, quality and duration, except those securities purchased with 60 days or less to maturity are valued on the basis of amortized cost, which approximates market value.

Generally, trading in foreign securities markets is substantially completed each day at various times prior to the close of the New York Stock Exchange. The values of foreign securities are determined as of the close of such foreign markets or the close of the New York Stock Exchange, if earlier. All investments quoted in foreign currency are valued in U.S. dollars on the basis of the foreign currency exchange rates prevailing at the close of business. Investments in foreign securities may involve risks not present in domestic investments. The Valuation Committee will determine the current value of such foreign securities by taking into consideration certain factors which may include those discussed above, as well as the following factors, among others: the value of the securities traded on other foreign markets, ADR trading, closed-end fund trading, foreign currency exchange activity, and the trading prices of financial products that are tied to foreign securities such as WEBS^®. In addition, the Board of Directors has authorized the Valuation Committee and Administrator to use prices and other information supplied by a third party pricing vendor in valuing foreign securities.

Effective October 1, 2008, the Funds adopted Statement of Financial Accounting Standards No. 157, Fair Value Measurements (“SFAS 157”). SFAS 157 defines fair value, establishes a framework for measuring fair value in accordance with U.S. generally accepted accounting principles and expands disclosures about fair value measurements. SFAS 157 is applicable in conjunction with other accounting pronouncements that require or permit fair value measurements but does not expand the use of fair value to any new circumstances. More specifically, SFAS 157 emphasizes that fair value is a market based measurement, not an entity-specific measurement, and sets out a fair value hierarchy with the highest priority given to quoted prices in active markets and the lowest priority to unobservable inputs. The Funds adoption of SFAS 157 did not have a material impact on its financial condition or results of operations. See Note 10 - Fair Value of Financial Instruments for further disclosure.

B. Repurchase Agreements - In connection with transactions in repurchase agreements, it is the Funds’ or Series’ policy that their custodian take possession of the underlying collateral and that the fair value of the collateral exceed the principal amount of the repurchase transaction, including accrued interest, at all

120

Notes to Financial Statements

March 31, 2009 (unaudited)

times. If the seller defaults, and the fair value of the collateral declines, realization of the collateral by the Fund or Series may be delayed or limited.

C. Foreign Currency Transactions - The accounting records of the Funds or Series are maintained in U.S. dollars. All assets and liabilities initially expressed in foreign currencies are converted into U.S. dollars at prevailing exchange rates. Purchases and sales of investment securities, dividend and interest income, and certain expenses are translated at the rates of exchange prevailing on the respective dates of such transactions. Changes in the relationship of these foreign currencies to the U.S. dollar can significantly affect the value of the investments and earnings of the Funds or Series. Foreign investments may also subject the Fund or Series to foreign government exchange restrictions, expropriation, taxation or other political, social or economic developments, all of which could affect the market and/or credit risk of the investments.

The Funds or Series do not isolate that portion of the results of operations resulting from changes in the foreign exchange rates on investments from the fluctuations arising from changes in the market prices of securities held. Such fluctuations are included with the net realized and unrealized gain or loss on investments.

Net realized foreign exchange gains or losses arise from sales of portfolio securities, sales of foreign currencies, and the difference between asset and liability amounts initially stated in foreign currencies and the U.S. dollar value of the amounts actually received or paid. Net unrealized foreign exchange gains or losses arise from changes in the value of portfolio securities and other assets and liabilities at the end of the reporting period, resulting from changes in the exchange rates.

D. Forward Foreign Currency Exchange Contracts - Certain Funds or Series may enter into forward foreign exchange contracts in order to manage foreign currency risk from purchase or sale of securities denominated in foreign currency. The Fund or Series may also enter into such contracts to manage the effect of changes in foreign currency exchange rates on portfolio positions. These contracts are marked to market daily, by recognizing the difference between the contract exchange rate and the current market rate as unrealized gains or losses. Realized gains or losses are recognized when contracts are settled and are reflected in the Statement of Operations. These contracts involve market risk in excess of the amount reflected in the Statement of Assets and Liabilities. The face or contract amount in U.S. dollars reflects the total exposure these Funds or Series have in that particular currency contract. Losses may arise due to changes in the value of the foreign currency or if the counterparty does not perform under the contract.

E. Futures - The Funds or Series may utilize futures contracts to a limited extent, with the objectives of maintaining full exposure to the underlying stock market, enhancing returns, maintaining liquidity, minimizing transaction costs and hedging possible variations in foreign exchange values. The Funds or Series, as applicable, may purchase or sell financial and foreign currency futures contracts to immediately position incoming cash in the market, thereby simulating a fully invested position in the underlying index while maintaining a cash balance for liquidity. In the event of redemptions, the Fund or Series, as applicable, may pay from its cash balances and reduce its

future positions accordingly. Returns may be enhanced by purchasing futures contracts instead of the underlying securities when futures are believed to be priced more attractively than the underlying securities. The primary risks associated with the use of futures contracts are imperfect correlation between changes in market values of stocks contained in the indexes and the prices of futures contracts, and the possibility of an illiquid market. Futures contracts are valued based upon their quoted daily settlement prices. Upon entering into a futures contract, the Funds or Series are required to deposit and maintain as collateral either cash or securities, representing the initial margin, equal to a certain percentage of the contract value. Cash deposits are shown as restricted cash on the Statement of Assets and Liabilities; securities held as collateral are noted in the Schedule of Investments. Subsequent changes in the value of the contract are recorded as unrealized gains or losses. The variation margin is paid or received in cash daily by the Funds or Series. The Funds or Series realize a gain or loss when the contract is closed or expires.

F. Options Purchased and Written - The Funds or Series may purchase put and call options and write such options on a covered basis on securities that are traded on recognized securities exchanges and over-the-counter markets. Call and put options on securities give the holder the right to purchase or sell (and the writer the obligation to sell or purchase), respectively, a security at a specified price, until a certain date. Options may be used to hedge the Funds’ or Series’ portfolio, to increase returns or to maintain exposure to the equity markets. The primary risks associated with the use of options are an imperfect correlation between the change in market value of the securities held by the Fund or Series and the price of the option, the possibility of an illiquid market, and the inability of the counterparty to meet the terms of the contract.

The premium received for a written option is recorded as an asset with an equal liability which is marked to market based on the option’s quoted daily settlement price. Fluctuations in the value of such instruments are recorded as unrealized appreciation (depreciation) until terminated, at which time realized gains and losses are recognized.

G. Securities Sold Short - Certain Funds or Series may make short sales “against the box,” in which the Fund or Series enters into a short sale of a security it owns. At no time will more than 15% of the value of the Funds’ or Series’ net assets be in deposits on short sales against the box. If a Fund or Series makes a short sale, the Fund or Series does not immediately deliver from its own account the securities sold and does not receive the proceeds from the sale. To complete the sale, the Fund or Series must borrow the security (generally from the broker through which the short sale is made) in order to make delivery to the buyer. The Fund or Series must replace the security borrowed by purchasing it at the market price at the time of replacement or delivering the security from its own portfolio. The Fund or Series is said to have a “short position” in securities sold until it delivers them to the broker, at which time it receives the proceeds of the sale. Certain Funds or Series may make short sales that are not “against the box,” which create opportunities to increase the Fund’s or Series’ return but, at the same time, involve specific risk considerations and may be considered a speculative technique.

121

Notes to Financial Statements

March 31, 2009 (unaudited)

Such short sales theoretically involve unlimited loss potential, as the market price of securities sold short may continually increase, although a Fund or Series may mitigate such losses by replacing the securities sold short before the market price has increased significantly. For financial statement purposes, an amount equal to the settlement amount is included in the Statement of Assets and Liabilities as an asset and an equivalent liability. The amount of the liability is subsequently marked-to-market to reflect the current value of the short position. Subsequent fluctuations in the market prices of securities sold, but not yet purchased, may require purchasing the securities at prices which differ from the market value reflected on the Statement of Assets and Liabilities. The Fund or Series are liable for any dividends or interest payable on securities while those securities are in a short position and are recorded as dividend expense in the statement of operations. As collateral for its short positions, the Fund or Series are required under the Investment Company Act of 1940 to maintain segregated assets consisting of cash, cash equivalents or liquid securities. These segregated assets are valued consistent with Note 1A above. These segregated assets are required to be adjusted daily to reflect changes in the market value of the securities sold short.

H. Security Transactions and Investment Income - Security transactions are accounted for on the date the securities are purchased or sold (trade date). Realized gains and losses are reported on an identified cost basis. Dividend income is accrued as of the ex-dividend date, except that certain dividends for foreign securities where the ex-dividend date may have passed are recorded as soon as the Fund or Series is informed of the dividend in the exercise of reasonable diligence. Interest income is recognized on the accrual basis, including the amortization of premiums and accretion of discounts on debt securities.

I. Expenses - Expenses that are directly related to one of the Funds or Series are charged directly to that Fund or Series. Other operating expenses are allocated to the Funds or Series on the basis of relative net assets. Class specific expenses, such as 12b-1 fees, are borne by that class. Income, other expenses and realized and unrealized gains and losses of a Fund or Series are allocated to each respective class in proportion to the relative net assets of each class.

J. Distributions to Shareholders - Distributions to shareholders are recorded on the ex-dividend date. The character of distributions made during the year from net investment income or net realized gains may differ from their ultimate characterization for federal income tax purposes.

K. Taxes - The Funds or Series intend to comply with the requirements of the Internal Revenue Code applicable to regulated investment companies and distribute all of their taxable net income and net realized gains sufficient to relieve them from all, or substantially all, federal income, excise and state income taxes. Therefore, no provision for federal or state income tax is required.

Management of the Funds has concluded that there are no significant uncertain tax positions that would require recognition in the financial statements. If applicable, the Funds would recognize interest and penalties accrued related to unrecognized tax benefits in “Other expenses” on the Statement of Operations. Generally, the tax authorities can

examine tax returns filed for all open tax years (September 30, 2005 - September 30, 2008).

L. Earnings Credits - Under the fee agreement with the custodian, the Funds or Series may earn credits based on overnight custody cash balances. These credits are utilized to reduce related custodial expenses. The custodian fees disclosed in the Statement of Operations are before the reduction in expense from the related earnings credits.

M. Use of Estimates - The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of increases and decreases in net assets from operations during the reporting period. Actual results could differ from those estimates.

N. Indemnifications - Under the Funds’ or Series’ organizational documents, its Officers and Directors are indemnified against certain liabilities arising out of the performance of their duties to the Funds or Series. In addition, in the normal course of business, the Funds or Series enter into contracts that provide general indemnification to other parties. The Funds’ or Series’ maximum exposure under these arrangements is unknown as this would involve future claims that may be made against the Funds or Series that have not yet occurred, and may not occur. However, the Funds have not had prior claims or losses pursuant to these contracts and expect the risk of loss to be remote.

O. Recent Accounting Pronouncements - In March 2008, the Financial Accounting Standards Board (“FASB”) issued Statement on Financial Accounting Standards No. 161 (SFAS “161”), “Disclosures about Derivative Instruments and Hedging Activities — an amendment of FASB Statement No. 133,” which requires enhanced disclosures about an entity’s derivative and hedging activities. Entities are required to provide enhanced disclosures about (a) how and why an entity uses derivative instruments, (b) how derivative instruments and related hedged items are accounted for under Statement 133 and its related interpretations, and (c) how derivative instruments and related hedged items affect an entity’s financial position and financial performance, SFAS 161 is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008. The Funds or Series do not expect SFAS 161 to have a material impact on their financial statements.

On April 9, 2009, the FASB issued Staff Position No. 157-4, “Determining Fair Value When the Volume and Level of Activity for the Asset or Liability Have Significantly Decreased and Identifying Transactions That Are Not Orderly” (FSP 157-4). FSP 157-4 provides additional guidance for estimating fair value in accordance with SFAS 157 when the volume and level of activity for the asset or liability have significantly decreased. FSP 157-4 also requires additional disaggregation of the current SFAS 157 required disclosures. FSP 157-4 is effective for interim and annual reporting periods ending after June 15, 2009 and shall be applied prospectively. Management is currently evaluating the impact that the adoption of FSP 157-4 will have on the amounts and disclosures within the Funds’ Financial statements.

122

Notes to Financial Statements

March 31, 2009 (unaudited)

2. Management Fees and Other Transactions with Affiliates

Management fees are paid monthly to Security Investors (SI), (formerly known as Security Management Company) based on the following annual rates for the period ended March 31, 2009:

	Management Fees (as a % of net assets)
Security Equity Fund:
All Cap Value Series	0.70%
Alpha Opportunity Series	1.25%
Equity Series	0.75%
Global Series	1.00%
Global Institutional Series	1.00%
Mid Cap Value Series	0.82%1
Mid Cap Value Institutional Series	0.75%
Select 25 Series	0.75%
Small Cap Growth Series	0.85%2
Small Cap Value Series	1.00%
Security Large Cap Value Fund	0.65%
Large Cap Value Institutional Series	0.65%
Security Mid Cap Growth Fund	0.75%

¹Management fees are payable at an annual rate of 1.00% of the average daily net assets of $200 million or less, and 0.75% of the average daily net assets of the Mid Cap Value Series in excess of $200 million.

²Effective November 24, 2008, SI receives a management fee from the Small Cap Growth Series at an annual rate of 0.85% of the average daily net assets. Prior to November 24, 2008, SI received a management fee from Small Cap Growth Series of 1.00% of the average daily net assets.

SI also acts as the administrative agent and transfer agent for the Funds, and as such performs administrative functions, transfer agency and dividend disbursing services, and the bookkeeping, accounting and pricing functions for each Fund or Series. For these services, the Investment Manager receives the following:

	Administrative Fees (as a % of net assets)
Security Equity Fund:
All Cap Value Series	0.095%
Alpha Opportunity Series	0.15%
Equity Series	0.095%
Global Series	0.05% + greater of 0.10% or $60,000
Global Institutional Series	0.15%
Mid Cap Value Series	0.095%
Mid Cap Value Institutional Series	0.095%
Select 25 Series	0.095%
Small Cap Growth Series	0.095%
Small Cap Value Series	0.095%
Security Large Cap Value Fund	0.095%
Large Cap Value Institutional Series	0.095%
Security Mid Cap Growth Fund	0.095%
Minimum charge per Series or Fund	$25,0001
Certain out-of-pocket charges	Varies
1 SI has agreed not to charge the $25,000 minimum fee for the Global Institutional Series, Mid Cap Value Institutional Series, Small Cap Value Series and Large Cap Value Institutional Series through December 31, 2009, and on the All Cap Value Series indefinitely.

SI is paid the following for providing transfer agent services to the Funds or Series:

Annual per account charge	$5.00 - $8.00
Transaction fee	$0.60 - $1.10
Annual minimum charge (per Series or Fund)	$25,0001
Certain out-of-pocket charges	Varies
1 SI has agreed not to charge the $25,000 minimum fee for the Global Institutional Series, Mid Cap Value Institutional Series, Small Cap Value Series and Large Cap Value Institutional Series through December 31, 2009, and on the All Cap Value Series indefinitely.

Effective January 1, 2007, the investment advisory contract for Security Large Cap Value Fund provides that the total expenses be limited to 1.25% of average net assets for Class A shares and 2.00% of average net assets for both Class B and Class C shares, 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). Effective January 1, 2007, the investment advisory contract for the Select 25 Series provides that the total

123

Notes to Financial Statements

March 31, 2009 (unaudited)

expenses be limited to 1.35% of average net assets for Class A shares and 2.10% of average net assets for both Class B and C shares, 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). These contracts are in effect through January 31, 2010. Effective August 18, 2008, the investment advisory contract for the Alpha Opportunity Series, provides that the total expenses be limited to 1.95% of average net assets for Class A shares and 2.70% for both Class B and Class C shares, 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). This contract is in effect until February 1, 2011. Effective July 11, 2008, the investment advisory contract for the Global Institutional Series, Mid Cap Value Institutional Series and the Large Cap Value Institutional Series, provides that the total expenses be limited to 1.15%, 1.10% and 0.98%, respectively, of average net assets exclusive of brokerage costs, dividends on securities sold short, expenses of other investment companies in which a Fund or Series invests interest, taxes, litigation, indemnification and extraordinary expenses (as determined under generally accepted accounting principles). Also effective July 11, 2008, the investment advisory contract for the Small Cap Value Series, provides that the total expenses be limited to 1.55% of average net assets for Class A shares, 2.30% for Class B shares and 1.30% for the Institutional Class shares, exclusive of brokerage costs, dividends on securities sold short, expenses of other investment companies in which a Fund or Series invests interest, taxes, litigation, indemnification and extraordinary expenses (as determined under generally accepted accounting principles). Effective October 3, 2008 the investment advisory contract for the All Cap Value Series provides that the total expenses be limited to 1.35% of average net assets for Class A shares, 2.30% for Class B shares and 1.10% for the Institutional Class shares, exclusive of brokerage costs, dividends on securities sold short, expenses of other investment companies in which a Fund or Series invests, interest, taxes, litigation, indemnification and extraordinary expenses (as determined under generally accepted accounting principles). These contracts are in effect through January 31, 2010. The Investment Manager is entitled to reimbursement by the All Cap Value Series, Alpha Opportunity Series, Global Institutional Series, Mid Cap Value Institutional Series, Select 25 Series, Small Cap Value Series, Large Cap Value Fund and the Large Cap Value Institutional Series of fees waived or expenses reimbursed during any of the previous 36 months, beginning on the date of the expense limitation agreement, if on any day the estimated operating expenses are less than the indicated percentages. As of March 31, 2009, the amount of fees waived or expenses reimbursed in the All Cap Value Series, Alpha Opportunity Series, Global Institutional Series, Mid Cap Value Institutional Series, Select 25 Series, Small Cap Value Series, Large Cap Value Fund and the Large Cap Value Institutional Series were $29,199, $189,662, $41,801, $8,918, $103,618, $32,682, $118,716 and $18,596, respectively. As of March 31, 2009, no amounts were recouped by the Investment Manager.

The Funds have adopted Distribution Plans related to the offering of Class A, Class B and Class C shares pursuant to Rule 12b-1 under the Investment Company Act of 1940. The plans provide for payments at an annual rate of 1.00% of the average daily net assets of each Fund’s or Series’ Class B and Class C shares, and 0.25% of the average daily net assets of each Fund’s or Series’ Class A shares. Effective August 25, 2005, the Global Series ceased charging 12b-1 fees on Class B shares in accordance with the FINRA sales cap regulations. Effective August 1, 2007, the Security Large Cap Value Fund ceased charging 12b-1 fees on Class B shares in accordance with the FINRA sales cap regulations. These fees may be reinstated at any time.

Security Distributors, Inc. (SDI), an affiliate of the Funds and distributor of the Funds, retained underwriting commissions during the period ended March 31, 2009, on sales of shares after allowances to brokers an dealers in the following amounts:

	SDI Underwriting   Commissions
Security Equity Fund:
All Cap Value Series	$	467
Alpha Opportunity Series		7,856
Equity Series		5,842
Global Series		44,151
Mid Cap Value Series		53,056
Select 25 Series		7,692
Small Cap Growth Series		66,114
Small Cap Value Series		497
Security Large Cap Value Fund		15,760
Security Mid Cap Growth Fund		14,737

Certain officers and directors of the Funds are also officers and/or directors of Security Benefit Life Insurance Company, a subsidiary of Security Benefit Corporation, and its affiliates, which include Security Global Investors (SGI) and SDI.

At March 31, 2009, Security Benefit Corporation and its subsidiaries owned over five percent of the outstanding shares of the Funds or Series, as follows:

Fund or Series	Percent of outstanding   shares owned
Security Equity Fund:
All Cap Value Series	92.04%
Alpha Opportunity Series	14.19%
Equity Series	15.07%
Global Institutional Series	100%
Mid Cap Value Institutional Series	33.56%
Select 25 Series	8.55%
Small Cap Growth Series	25.05%
Small Cap Value Series	70.99%
Security Large Cap Value Fund:
Large Cap Value Fund	16.49%
Large Cap Value Institutional Series	100%
Security Mid Cap Growth Fund	8.67%

124

Notes to Financial Statements

March 31, 2009 (unaudited)

3. Investment Transactions

Investment transactions for the period ended March 31, 2009, (excluding overnight investments and short-term commercial paper) were as follows:

	Purchases		Proceeds from Sales
Security Equity Fund:
All Cap Value Series	$	938,153	$	91,183
Alpha Opportunity Series		22,852,777		31,048,340
Equity Series		56,398,259		61,228,610
Global Series		175,361,871		186,670,502
Global Institutional Series		12,157,738		12,645,229
Mid Cap Value Series		175,027,593		107,594,146
Mid Cap Value Institutional Series		26,833,472		4,802,865
Select 25 Series		21,263,296		16,657,802
Small Cap Growth Series		16,967,851		17,322,754
Small Cap Value Series		600,586		239,826
Security Large Cap Value Fund:
Large Cap Value Fund		10,355,455		21,384,136
Large Cap Value Institutional Series		1,382,595		439,060
Security Mid Cap Growth Fund		42,584,836		43,633,804

4. Open Futures Contracts

Open futures contracts for Alpha Opportunity Series as of March 31, 2009, were as follows:

	Alpha Opportunity Series S&P 500 Index Futures
Position	Long
Number of Contracts	12
Expiration Date	6-19-2009
Contract Amount	$2,177,608
Market Value	$2,384,400
Unrealized Gain	$206,792

5. Options Written

Information as to options written by the Funds or Series during the period ended March 31, 2009, and options outstanding at March 31, 2009 is provided below:

Equity Series Written Call Options Outstanding

Common Stock	Expiration Date	Exercise Price		Number of Contracts	Market Value
JPMorgan Chase & Company	04-17-09	$	32.50	123	$	4,551
Total call options outstanding (premiums received, $12,355)				123	$	4,551

Equity Series Written Put Options

	Number of Contracts		Premium Amount
Balance at September 30, 2008	–		$	–
Opened	596			105,028
Expired	(473	)		(92,673	)
Balance at March 31, 2009	123		$	12,355

Equity Series Written Put Options

	Number of Contracts		Premium Amount
Balance at September 30, 2008	–		$	–
Opened	588			63,898
Exercised	(172	)		(32,422	)
Expired	(416	)		(31,476	)
Balance at March 31, 2009	–		$	–

Mid Cap Value Series Written Call Options Outstanding

Common Stock	Expiration Date	Exercise Price		Number of Contracts	Market Value
Commerce Bancshares, Inc.	05-15-09	$	45.00	739	$	3,695
First Horizon National Corporation	08-21-09		12.50	3,025		363,000
Helmerich & Payne, Inc.	06-19-09		25.00	1,327		325,115
Kansas City Southern	06-19-09		15.00	2,485		211,225
Navigant Consulting, Inc.	04-17-09		20.00	1,816		18,160
Total call options outstanding (premiums received, $1,928,858)				9,392	$	921,195

Mid Cap Value Series Written Call Options

	Number of Contracts		Premium Amount
Balance at September 30, 2008	4,997		$	985,532
Opened	19,101			3,473,744
Expired	(14,706	)		(2,530,418	)
Balance at March 31, 2009	9,392		$	1,928,858

Mid Cap Value Series Written Put Options

	Number of Contracts		Premium Amount
Balance at September 30, 2008	8,932		$	1,507,358
Opened	18,621			2,940,685
Expired	(18,621	)		(2,940,685	)
Exercised	(8,932	)		(1,507,358	)
Balance at March 31, 2009	–		$	–

Mid Cap Value Institutional Series Written

Call Options Outstanding

Common Stock	Expiration Date	Exercise Price		Number of Contracts	Market Value
Commerce Bancshares, Inc.	05-15-09	$	45.00	18	$	90
First Horizon National Corporation	08-21-09		12.50	160		19,200
Helmerich & Payne, Inc.	06-19-09		25.00	73		17,885
Kansas City Southern	06-19-09		15.00	140		11,900
Navigant Consulting, Inc.	04-17-09		20.00	41		410
Total call options outstanding (premiums received, $84,115)				432	$	49,485

125

Notes to Financial Statements

March 31, 2009 (unaudited)

Mid Cap Value Institutional Series Call Options

	Number of Contracts		Premium Amount
Balance at September 30, 2008	117		$	23,422
Opened	649			112,419
Exercised	(334	)		(51,726	)
Balance at March 31, 2009	432		$	84,115

Mid Cap Value Institutional Series Written Put Options

	Number of Contracts		Premium Amount
Balance at September 30, 2008	222		$	37,332
Opened	442			65,706
Expired	(442	)		(65,706	)
Exercised	(222	)		(37,332	)
Balance at March 31, 2009	–		$	–

Small Cap Value Series Written Call Options Outstanding

Common Stock	Expiration Date	Exercise Price		Number of Contracts	Market Value
BJ’s Restaurant, Inc.	07-17-09	$	15.00	5	$	775
Kansas City Southern	06-19-09		15.00	5		425
Navigant Consulting, Inc.	04-17-09		20.00	3		30
Total call options outstanding (premiums received, $2,220)				13	$	1,230

Small Cap Value Series Written Call Options

	Number of Contracts		Premium Amount
Balance at September 30, 2008	1		$	298
Opened	16			2,515
Expired	(4	)		(593	)
Balance at March 31, 2009	13		$	2,220

Small Cap Value Series Written Put Options

	Number of Contracts		Premium Amount
Balance at September 30, 2008	–		$	–
Opened	7			976
Expired	(7	)		(976	)
Balance at March 31, 2009	–		$	–

Large Cap Value Fund Written Call Options Outstanding

Common Stock	Expiration Date	Exercise Price		Number of Contracts	Market Value
JPMorgan Chase & Company	04-17-09	$	32.50	75	$	2,775
Total call options outstanding (premiums received, $7,534)				75	$	2,775

Large Cap Value Fund Written Call Options

	Number of Contracts		Premium Amount
Balance at September 30, 2008	–		$	–
Opened	418			74,550
Expired	(343	)		(67,016	)
Balance at March 31, 2009	75		$	7,534

Large Cap Value Fund Written Put Options

	Number of Contracts		Premium Amount
Balance at September 30, 2008	–		$	–
Opened	429			46,629
Exercised	(304	)		(23,067	)
Expired	(125	)		(23,562	)
Balance at March 31, 2009	–		$	–

Mid Cap Growth Fund Written Call Options

	Number of Contracts		Premium Amount
Balance at September 30, 2008	–		$	–
Opened	13			1,943
Expired	(13	)		(1,943	)
Balance at March 31, 2009	–		$	–

Mid Cap Growth Fund Written Put Options

	Number of Contracts		Premium Amount
Balance at September 30, 2008	–		$	–
Opened	18			1,534
Exercised	(17	)		(1,345	)
Expired	(1	)		(189	)
Balance at March 31, 2009	–		$	–

126

Notes to Financial Statements

March 31, 2009 (unaudited)

7. Federal Tax Matters

For federal income tax purposes, the amounts of unrealized appreciation (depreciation) on investments at March 31, 2009, were as follows:

	Gross   unrealized   appreciation		Gross   unrealized   (depreciation)		Net unrealized appreciation (depreciation)
Security Equity Fund:
All Cap Value Series	$	16,286	$	(216,730)	$	(200,444)
Alpha Opportunity Series		229,542		(3,834,540)		(3,604,998)
Equity Series		3,543,913		(61,006,590)		(57,462,677)
Global Series		1,774,873		(3,683,831)		(1,908,958)
Global Institutional Series		177,272		(266,063)		(88,791)
Mid Cap Value Series		18,722,452		(330,578,911)		(311,856,459)
Mid Cap Value Institutional Series		834,924		(5,380,074)		(4,545,150)
Select 25 Series		149,294		(7,533,678)		(7,384,384)
Small Cap Growth Series		549,114		(1,029,642)		(480,528)
Small Cap Value Series		110,103		(281,928)		(171,825)
Security Large Cap Value Fund:
Large Cap Value Fund		784,536		(21,742,740)		(20,958,204)
Large Cap Value Institutional Series		26,201		(1,110,496)		(1,084,295)
Security Mid Cap Growth Fund		1,657,696		(16,432,111)		(14,774,415)

The tax character of distributions paid during the fiscal years ended September 30, 2008 was as follows:

2008	Ordinary         Income		Capital         Gain		Return of         Capital		Total
Security Equity Fund:
Alpha Opportunity Series	$	5,776,326	$	538,039	$	694,650	$	7,009,015
Equity Series		4,553,170		43,837,339		564,230		48,954,739
Global Series		6,004,745		57,280,840		–		63,285,585
Mid Cap Value Series		9,452,756		169,378,319		–		178,831,075
Select 25 Series		–		4,176,834		–		4,176,834
Small Cap Growth Series		841,392		3,077,781		–		3,919,173
Security Large Cap Value Fund:
Large Cap Value Fund		400,275		3,591,497		–		3,991,772
Security Mid Cap Growth Fund		6,035,045		27,762,273		–		33,797,318

Note: For federal income tax purposes, short term capital gain distributions are treated as ordinary income distributions. As of September 30, 2008, the components of distributable earnings on a tax basis were:

	Undistributed Ordinary Income		Undistributed Long-Term Gain			Accumulated Capital and Other Losses*			Unrealized Appreciation (Depreciation)**			Total Accumulated Earnings/(Deficit)
Security Equity Fund:
Alpha Opportunity Series	$	–	$	–		$	(3,948,213	)	$	(3,962,755	)	$	(7,910,968	)
Equity Series		282,643		(564,229	)		–			(25,860,523	)		(25,577,880	)
Global Series		–		225,469			(21,409,987	)		(18,614,503	)		(39,799,021	)
Global Institutional Series		14,698		–			(267,958	)		(898,864	)		(1,152,124	)
Mid Cap Value Series		2,696,500		86,413,567			–			(130,285,990	)		(41,175,923	)
Mid Cap Value Institutional Series		1,011,813		–			–			132,419			1,144,232
Select 25 Series		–		7,623			(13,697,165	)		(5,356,290	)		(19,045,832	)
Small Cap Growth Series		–		96,487			(3,475,815	)		(1,025,216	)		(4,404,544	)
Small Cap Value Series		80,302		–			–			66,623			146,925
Security Large Cap Value Fund:
Security Large Cap Value Fund		602,734		427,733			(6,466,272	)		(1,471,584	)		(6,907,389	)
Large Cap Value Institutional Series		8,072		–			(42,949	)		(82,272	)		(117,149	)
Security Mid Cap Growth Fund		–		651,342			(24,226,541	)		(11,443,292	)		(35,018,491	)

*Certain Funds had net capital loss carryovers and deferred post October losses as identified elsewhere in the Notes to the Financial Statements.

**The differences between book-basis and tax-basis unrealized appreciation (depreciation) are attributable primarily to the tax deferral of wash sale losses, the differences between book and tax basis passive foreign investment companies and bond discount accretion.

127

Notes to Financial Statements

March 31, 2009 (unaudited)

As of September 30, 2008, the capital loss carryovers utilized and expired in 2008 and the accumulated net realized loss on sales of investments for federal income tax purposes which are available to offset future taxable gains and post-October losses that are deferred to the first day of the next fiscal year are as follows:

	Capital Loss     Carryovers     Utilized     in 2008		Capital Loss       Carryovers       Expired       In 2008		Capital Loss     Carryovers     at 9/30/08		Expires In	Deferred Post- October Losses
Security Equity Fund:
Alpha Opportunity Series	$	–	$	–	$	–		$	3,948,213
Global Series		208,547		–		–	2009	$	20,735,778
		234,431		–		674,209	2010
	$	442,978	$	–	$	674,209
Global Institutional Series	$	–	$	–	$	–		$	267,958
Select 25 Series*	$	1,740	$	158,259	$	–	2008	$	5,272,638
		–		–		2,412,936	2009
		–		–		2,582,076	2010
		–		–		3,390,876	2011
		–		–		38,639	2012
	$	1,740	$	158,259	$	8,424,527
Small Cap Growth Series	$	–	$	–	$	–		$	3,475,814
Security Large Cap Value Fund:
Large Cap Value Fund	$	–	$	–	$	–		$	6,466,270
Large Cap Value Institutional Series	$	–	$	–	$	–		$	42,949
Security Mid Cap Growth Fund	$	567,035	$	–	$	567,035	2009	$	23,075,528
		–		–		567,035	2010
		–		–		16,944	2011
	$	567,035	$	–	$	1,151,014
* The Security Equity Fund - Select 25 Series obtained approximately $1,236,753, $3,140,789 and $1,728,838 of capital losses (included above) from its merger with Security Equity Fund - Social Awareness Series, Enhanced Index Series and Large Cap Growth Series, respectively, on June 16, 2006. Certain of these capital losses expired (as shown above) due to limitations imposed by Section 382 of the Internal Revenue Code. The remaining capital losses may be applied against future realized capital gains subject to annual limitations.

128

Notes to Financial Statements

March 31, 2009 (unaudited)

Net investment income and net realized gains (losses) may differ for financial statement and tax purposes because of temporary or permanent book/tax differences. These differences are primarily due to post-October losses, losses deferred due to wash sales, foreign currency gains and losses, and the “mark-to-market” of certain passive foreign investment companies (PFICs) for tax purposes. To the extent these differences are permanent, reclassifications are made to the appropriate equity accounts in the period that the differences arise.

8. Affiliated Transactions*

Investments representing 5% or more of the outstanding voting securities of a portfolio company of a Fund or Series result in that portfolio company being considered an affiliated company of such Fund or Series, as defined in the 1940 Act. The aggregate market value of all securities of affiliated companies held in the Mid Cap Value Series of the Security Equity Fund as of March 31, 2009 amounted to $40,645,406, which represents 6.4% of net assets. There were no affiliated companies held in any other Fund or Series. Transactions in the Mid Cap Value Series during the period ended March 31, 2009, in which the portfolio company is an “affiliated person” are as follows:

	Balance 9-30-08		Gross Additions		Gross Reductions			Balance 3-31-09		Realized Gain/(Loss)		Investment Income
Bimini Capital Management, Inc. (Shares)		1,474,400		–		–			1,474,400		–		–
Bimini Capital Management, Inc. (Cost)	$	16,310,457	$	–	$	–		$	16,310,457	$	–	$	–
Hydrogen Corporation (Shares)		1,260,000		5,700		–			1,265,700		–		–
Hydrogen Corporation (Cost)	$	5,225,328	$	45	$	–		$	5,225,373	$	–	$	–
IXYS Corporation (Shares)		2,410,360		338,540		(6,000	)		2,742,900		–		–
IXYS Corporation (Cost)	$	20,342,793	$	2,792,880	$	(33,889	)	$	23,101,784	$	9,311	$	242,704
Maxwell Technologies, Inc,. (Shares)		1,325,300		120,700		–			1,446,000		–		–
Maxwell Technologies, Inc. (Cost)	$	14,607,503	$	1,114,061	$	–		$	15,721,564	$	–	$	–
Power-One, Inc. (Shares)		5,626,300		–		–			5,626,300		–		–
Power-One, Inc. (Cost)	$	26,663,702	$	–	$	–		$	26,663,702	$	–	$	–
Quixote Corporation (Shares)		479,100		–		–			479,100		–		–
Quixote Corporation (Cost)	$	9,318,028	$	–	$	–		$	9,318,028	$	–	$	–
Thermoenergy Corporation (Shares)		1,963,964		1,828,906		–			3,792,870		–		–
Thermoenergy Corporation (Cost)	$	2,094,000	$	878,581	$	–		$	2,972,581	$	–	$	–

* As a result of the Security Mid Cap Values Series’ beneficial ownership of the common stock of these portfolio companies, applicable regulations require that the Series state that it may be deemed an affiliate of the respective portfolio company. The Series disclaims that the “affiliated persons” are affiliates of the Distributor, Advisor, Series or any other client of the Advisor.

9. Alpha Opportunity Series

Alpha Opportunity Series (the “Fund”) contracted with Lehman Brothers International Europe (“LBIE”) to provide prime brokerage services related to the Fund’s short selling. On September 15, 2008, LBIE was placed into administration and a third party administrator has been named (the “Administrator”). The Fund’s exposure to LBIE consists of short sale proceeds held by LBIE, and restricted long positions held at the Fund’s custodian, as collateral for said short sales. The Fund has delivered a Notice of Termination of Loans to LBIE and the Administrator. The Fund is working to resolve these issues with LBIE and the Administrator. As of March 31, 2009, included in the statement of net assets are the value of restricted long positions of $5,581,800, restricted cash representing the value of short sale proceeds of $3,376,624 and liabilities for short sales of $7,341,377 representing the value of securities sold short at the date of termination. Until such time as the liability for short sales is settled and all restrictions are removed, the Fund cannot sell such restricted long positions and/or utilize the restricted cash balances to achieve the Fund’s investment objectives and/or meet Fund redemption or other Fund obligations. As of the close of business on October 3, 2008, and until further notice, the Fund is not accepting subscriptions for shares from either new or existing shareholders.

10. Fair Value of Financial Instruments

In September 2006, the FASB issued Statement of Financial Accounting Standards No. 157, “Fair Value Measurements” (SFAS 157). This standard clarifies the definition of fair value for financial reporting, establishes a framework for measuring fair value and requires additional disclosure about the use of fair value requirements. SFAS 157 is effective for financial statements issued for fiscal years beginning after November 15, 2007 and interim periods within those fiscal years.

129

Notes to Financial Statements

March 31, 2009 (unaudited)

The three levels of fair value hierarchy under SFAS 157 are listed below:

Level 1 -	quoted prices in active markets for identical securities. The types of assets and liabilities carried at Level 1 fair value generally are government and agency securities, equities listed in active markets, certain futures and certain options.
Level 2 -	other significant observable inputs (including quoted prices for similar securities, interest rates, prepayment speeds, credit risk, etc.). The types of assets and liabilities carried at Level 2 fair value generally are municipal bonds, certain mortgage and asset-backed securities, certain corporate debt, commercial paper and repurchase agreements.
Level 3 -	significant unobservable inputs (including the Fund’s own assumptions in determining the fair value of investments). The types of assets and liabilities carried at Level 3 fair value generally are certain mortgage and asset-backed securities, certain corporate debt and certain derivatives.

Observable inputs are those based on market data obtained from sources independent of the Fund, and unobservable inputs reflect the Fund’s own assumptions based on the best information available.

The inputs or methodology used for valuing securities are not necessarily an indication of the risk association with investing in those securities.

The following table provides the fair value measurement of applicable Fund assets by level within the fair value hierarchy as of March 31, 2009. These assets are measured on a recurring basis.

			LEVEL 1		LEVEL 2		LEVEL 3
Description	Total		Quoted prices in active markets for identical assets		Significant other observable inputs		Significant unobservable inputs
Security Equity Fund:
All Cap Value Series
Investments	$	622,314	$	622,314	$	–	$	–
Alpha Opportunity Series
ASSETS:
Investments		19,412,255		12,216,699		7,195,556		–
Futures contracts		206,792		206,792		–		–
Total		19,619,047		12,423,491		7,195,556		–
LIABILITIES:
Investments (sold short)		7,649,669		308,292		–		7,341,377
Equity Series
ASSETS:
Investments		139,967,121		139,967,121		–		–
LIABILITIES:
Options (net of premiums received)		7,804		7,804		–		–
Global Series
Investments		74,583,311		69,843,613		4,739,698		–
Global Institutional Series
Investments		5,238,010		4,823,337		414,673		–
Mid Cap Value Series
ASSETS:
Investments		629,951,605		599,581,867		30,369,738		–
LIABILITIES:
Options (net of premiums received)		1,007,663		1,007,663		–		–
Mid Cap Value Institutional Series
ASSETS:
Investments		33,787,995		33,787,995		–		–
LIABILITIES:
Options (net of premiums received)		34,630		34,630		–		–

130

Notes to Financial Statements

March 31, 2009 (unaudited)

			LEVEL 1		LEVEL 2		LEVEL 3
Description	Total		Quoted prices in active markets for identical assets		Significant other observable inputs		Significant unobservable inputs
Select 25 Series
Investments	$	30,202,556	$	30,202,556	$	–	$	–
Small Cap Growth Series
Investments		9,765,969		9,765,969		–		–
Small Cap Value Series
ASSETS:
Investments		1,158,808		1,158,808		–		–
LIABILITIES:
Options (net of premiums received)		990		990		–		–
Security Large Cap Value Fund:
Large Cap Value Fund
ASSETS:
Investments		37,628,895		37,628,895		–		–
LIABILITIES:
Options (net of premiums received)		4,759		4,759		–		–
Large Cap Value Institutional Series
Investments		2,534,348		2,534,348		–		–
Security Mid Cap Growth Fund
Investments		56,203,374		56,191,877		11,497		–

Following is a reconciliation of Level 3 assets for which significant unobservable inputs were used to determine fair value for the period ended March 31, 2009:

	LEVEL 3 – Fair value measurement using significant unobservable inputs Securities
Alpha Opportunity Series
LIABILITIES:
Beginning balance		$  7,122,424
Total realized gains or losses included in earnings		–
Total unrealized gains or losses included in earnings		218,953
Purchases, sales, issuances, and settlements (net)		–
Transfers in and/or out of Level 3		–
Ending balance		$  7,341,377

131

Notes to Financial Statements

March 31, 2009 (unaudited)

11. Other Liabilities

Security Equity Fund-Mid Cap Value Series, Security Equity Fund-Mid Cap Value Institutional Series and Security Equity Fund-Equity Series (collectively, the “Funds”) each wrote put option contracts through Lehman Brothers Inc., (“Lehman”) that were exercised prior to the option contracts’ expiration and prior to the bankruptcy filing by Lehman, during September, 2008. However, these transactions have not settled and the securities have not been delivered to the Funds as of March 31, 2009.

Although the ultimate resolution of these transactions is uncertain, the Funds have recorded a liability on their respective books equal to the difference between the strike price on the put options and the market price of the underlying security on the exercise date. The amount of the liability recorded by the Funds as of March 31, 2009 was $473,594 for Security Equity Fund-Mid Cap Value Series, $15,940 for Security Equity Fund-Mid Cap Value Institutional Series, and $18,615 for Security Equity Fund-Equity Series.

12. Subsequent Event

Effective April 13, 2009, the Mid Cap Value Institutional Series expense limit cap changed from 1.10% to 0.90%.

132

Directors’ Disclosure (unaudited)

Director Approval of Investment Advisory Agreement

At an in-person meeting of the Fund’s Boards of Directors held on November 20-21, 2008, called for the purpose of, among other things, voting on the renewal of the investment advisory and sub-advisory agreements applicable to the Funds, the Fund’s Board of Directors, including the Independent Directors, unanimously approved the continuation for a one year period of the investment advisory agreement between the Funds and Security Investors, LLC (“SI”), as well as each investment sub-advisory agreement applicable to the Fund. In reaching this conclusion, the Directors requested and obtained from SI and each investment sub-adviser such information as the Directors deemed reasonably necessary to evaluate the proposed renewal of the agreements. The Fund’s Board of Directors carefully evaluated this information and was advised by legal counsel with respect to its deliberations.

In considering the proposed continuation of the investment advisory and sub-advisory agreements, the Independent Directors evaluated a number of considerations, including, among others, (1) the nature, extent, and quality of the advisory services to be provided by SI and the investment sub-advisers; (2) the investment performance of the Fund, SI and the various investment sub-advisers; (3) the costs of services provided by SI and the profits derived by SI from its relationship with the Funds; (4) a comparison of each Series’ expense ratios and those of similarly situated funds; (5) benefits (such as soft dollars) to SI and its affiliates from their relationship with the funds (and any corresponding benefits to the Funds); (6) the expense limitation/fee waiver agreements between SI and certain of the funds; and (7) other factors of the Board deemed to be relevant. Each Board of Directors also took into account other considerations that it believed, in light of the legal advice furnished to the Independent Directors by their independent legal counsel and the Directors” own business judgment, to be relevant. Following its review, each Fund’s Board of Directors determined that the investment advisory agreement and each investment sub-advisory agreement applicable to the Fund (if any) will enable Fund or Series shareholders to obtain high quality services at a cost that is appropriate, reasonable and in the best interests of shareholders. Accordingly, the Directors, including the Independent Directors, unanimously approved the renewal of the investment advisory and investment sub-advisory agreements based upon the following considerations, among others:

• The nature, extent and quality of the advisory services to be provided. Each Board of Directors concluded that SI and the investment sub-advisers retained to provide portfolio management services with respect to the Fund are capable of providing high quality services to the Fund, as indicated by the nature and quality of services provided in the past, SI’s management capabilities demonstrated with respect to the Funds and other mutual funds managed by SI, the professional qualifications and experience of SI’s and the various sub-advisers’ portfolio managers, and SI’s investment ad management oversight processes. The Directors also determined that SI and the sub-advisers proposed to provide investment and related services that were of the same quality and quantity as services provided to the Funds in the past and that these services are appropriate in scope and extent in light of the Fund's operations, the competitive landscape of the investment company business and investor needs.

• The investment performance of the Fund or Series. With respect to the Funds, the Directors concluded on the basis of information compiled by Morningstar that SI and the investment sub-advisers had achieved investment performance that was acceptable, and competitive or superior relative to comparable funds over trailing periods.

• The cost of advisory services provided ant he level of profitability. On the basis of each Board’s review of the fees to be charged by SI for investment advisory and other ser vices, and the estimated profitability of SI’s relationship with each Fund or Series, each Board concluded that the level of investment advisory fees and SI’s profitability are appropriate in light of the management fees and overall expense ratios of comparable investment companies and the anticipated profitability of the relationship between each Fund or Series and SI and its affiliates. On the basis of comparative information compiled by Morningstar, the Directors determined that the advisory fees and estimated overall expense ratio of each Fund or Series are consistent with, and often below, industry medians, particularly with respect to mutual funds of comparable size.

• Whether the advisory fees reflect economies of scale. The directors concluded that the Funds’ investment advisory fees appropriately reflect the current economic environment for SI and the competitive nature of the mutual fund market.

• The extent to which economies of scale will be realized as the Fund grows. While the Funds’ investment advisory fees do not reduce should Fund assets grow meaningfully, the Directors determined that the investment advisory fees payable by the Funds already reflect potential future economies of scale to some extent by virtue of their competitive levels (determined with reference to industry standards as reported by Lipper and SI’s estimated profitability at current or foreseeable asset levels. The Directors also considered that they will have the opportunity to periodically reexamine whether each Fund or Series has achieved economies of scale, and the appropriateness of investment advisory fees payable to SI and fees payable by SI to the investment sub-advisers, in the future.

• Benefits (such as soft dollars) to SI from its relationship with the Funds (and any corresponding benefits to the Funds). The Directors concluded that other benefits described by SI and the investment sub-advisers from their relationships with the Funds, including “soft dollar” benefits in connection with Funds’ brokerage transactions, are reasonable and fair, and consistent with industry practice and the best interests of the Funds and their shareholders. In addition, the Directors determined that

133

Directors’ Disclosure (unaudited)

the administration, transfer agency and fund accounting fees paid by the Fund to SI are reasonable, fair and in the best interests of Funds’ shareholders in light of the nature and quality of the services provided, the associated costs, and the necessity of the ser vices for the Funds’ operations.

• Other considerations: In approving the investment advisory and sub-advisory agreements the Directors determined that SI has made a substantial commitment to the recruitment and retention of high quality personnel, and maintains the financial, compliance and operational resources reasonably necessary to manage the Funds in a professional manner that is consistent with the best interests of the Funds and their shareholders. In this regard, the Directors favorably considered the compliance track record of the Funds and SI. The Directors also concluded that SI has made a significant entrepreneurial commitment to the management and success of the Funds, which entails a substantial financial and professional commitment, including investment advisory fee waivers and expense limitation arrangements with respect to the Funds to the benefit of Funds’ shareholders.

134

Directors (unaudited)

The business address of each director is One Security Benefit Place, Topeka, KS 66636-0001

Name
(Date of Birth)
Year Elected***	Principal Occupation(s) During Past 5 Years
Donald A. Chubb, Jr.**	Business Broker - Griffith & Blair Realtors
(12-14-46)	Director - Jayhawk Area Boy Scouts Council
1994
Harry W. Craig, Jr.**	Chairman, CEO, Secretary & Director - The Martin Tractor Company, Inc.
(05-11-39)	Director - Stormont-Vail Corporation
2004	Director - Concerned Citizens for Topeka
	Director - Oscar S. Stauffer Executive in Residence
Jerry B. Farley**	President - Washburn University
(09-20-46)	President - J&J Bonanza
2005
Penny A. Lumpkin**	Partner - Vivian’s Gift Shop (Corporate Retail)
(08-20-39)	Vice President - Palmer Companies, Inc. (Small Business and Shopping
1993	Center Development)
	Vice President - PLB (Real Estate Equipment Leasing)
	Vice President - Town Crier (Retail)
	Prior to 2002:
	Vice President - Bellaire Shopping Center (Managing and Leasing)
	Partner - Goodwin Enterprises (Retail)
Maynard F. Oliverius**	President & Chief Executive Officer - Stormont-Vail HealthCare
(12-18-43)	Director - VHA Mid-America
1998	Director - Go Topeka
Richard M. Goldman*	Senior Vice President - Security Benefit Corporation
(03-04-61)	President - Security Investors, LLC
2008 (President, Director &	Director - Security Distributors, Inc.
Chairman of the Board)	Director - First Security Benefit Life Insurance and Annuity Company of New York
	President & Manager - Security Global Investors, LLC
	President - Security Investments Corporation
	Managing Member - RM Goldman Partners, LLC
	President & CEO - ForstmannLeff
	Managing Director - Head of the Americas Institutional Business, Deutsche Asset Management

*This director is deemed to be an “interested person” of the Funds under the Investment Company Act of 1940, as amended, by reason of his position with the Funds’ Investment Manager and/or the parent of the Investment Manager. This director is also an officer of the funds.

**These directors serve on the Fund’s joint audit committee, the purpose of which is to meet with the independent registered public accounting firm, to review the work of the independent registered public accounting firm, and to oversee the handling by Security Investors of the accounting and financial reporting functions for the Funds.

***Each director oversees 31 Security Funds portfolios and serves until the next annual meeting, or until a successor has been duly elected and qualified.

135

Officers (unaudited)

The business address of each officer is One Security Benefit Place, Topeka, KS 66636-0001

Name
(Date of Birth)
Title - Year Elected	Principal Occupation(s) During Past 5 Years
Steven M. Bowser	Vice President & Senior Portfolio Manager - Security Investors, LLC;
(02-11-60)	Vice President & Senior Portfolio Manager - Security Benefit Life Insurance Company
Vice President - 2003
Mark P. Bronzo	Portfolio Manager, Security Investors, LLC
(11-01-60)	Managing Director & Chief Compliance Officer, Nationwide Separate Accounts LLC
Vice President - 2008
Christina Fletcher	Vice President & Portfolio Manager - Security Investors, LLC
(07-25-72)	Credit Analyst/Portfolio Manager - Horizon Cash Management
Vice President - 2005	Senior Money Market Trader - Scudder Investments
Brenda M. Harwood	Vice President, Chief Compliance Officer & Treasurer - Security Global Investors, LLC
(11-03-63)	Assistant Vice President - Security Benefit Life Insurance Company
Chief Compliance Officer - 2004	Vice President, Assistant Treasurer & Director - Security Distributors, Inc.
Treasurer - 1988
Amy J. Lee	Secretary - Security Investors, LLC
(06-05-61)	Secretary & Chief Compliance Officer - Security Distributors, Inc.
Secretary - 1987	Vice President, Associate General Counsel & Assistant Secretary - Security Benefit
	Corporation & Security Benefit Life Insurance Company
	Director - Brecek & Young Advisors, Inc.
Mark Mitchell	Vice President & Portfolio Manager - Security Investors, LLC
(08-24-64)	Vice President & Portfolio Manager - Security Benefit Life Insurance Company
Vice President - 2003
Joseph C. O’Connor	Portfolio Manager, Security Investors, LLC
(07-15-60)	Managing Director, Nationwide Separate Accounts LLC
Vice President - 2008
Christopher Phalen	Vice President & Head of Fixed Income - Security Global Investors, LLC;
(11-9-70)	Assistant Vice President & Head of Fixed Income - Security Benefit Life Insurance
Vice President - 2002	Company
	Vice President & Portfolio Manager - Security Investors, LLC
	Vice President & Portfolio Manager - Security Benefit Life Insurance Company
Daniel W. Portanova	Portfolio Manager, Security Investors, LLC
(10-02-60)	Managing Director, Nationwide Separate Accounts LLC
Vice President - 2008
James P. Schier	Vice President & Senior Portfolio Manager - Security Investors, LLC;
(12-28-57)	Vice President & Senior Portfolio Manager - Security Benefit Life Insurance Company
Vice President - 1998
Christopher D. Swickard	Assistant Secretary - Security Investors, LLC
(10-09-65)	Second Vice President & Assistant General Counsel - Security Benefit
Assistant Secretary - 1996	Corporation and Security Benefit Life Insurance Company
	Assistant Secretary - Security Distributors, Inc.
David G. Toussaint	Vice President & Portfolio Manager - Security Investors, LLC
(10-10-66)	Assistant Vice President & Portfolio Manager - Security Benefit Life Insurance
Vice President - 2001	Company

* Officers serve until the next annual meeting or until a successor has been duly elected and qualified.

136

Other Information

Each of the Security Funds files a complete schedule of portfolio holdings with the U.S. Securities and Exchange Commission for the first and third quarters of each fiscal year on Form N-Q. The Forms N-Q of each such Fund are available on the Commission’s website at www.sec.gov. The Forms N-Q may be reviewed and copied at the Commission’s Public Reference Room in Washington, DC. Information on the operation of the Public Reference Room may be obtained by calling 1-800-SEC-0330. The portfolio holdings of each of the Security Funds are available on their website, www.securitybenefit.com or by calling 1-800-888-2461.

A description of the policies and procedures that the Security Funds use to determine how to vote proxies relating to portfolio securities is available upon request, free of charge by calling 1-800-888-2461, or accessing the U.S. Securities and Exchange Commission website at www.sec.gov. Information regarding how the Security Funds voted proxies relating to portfolio securities during the 12 month period ended June 30, 2008 is available upon request, free of charge by calling 1-800-888-2461, or accessing the U.S. Securities and Exchange Commission website at www.sec.gov.

The statement of additional information (“SAI”) includes additional information about the Funds’ Directors and is available upon request without charge by calling 1-800-888-2461.

137

Item 2. Code of Ethics.

Not required at this time.

Item 3. Audit Committee Financial Expert.

Not required at this time.

Item 4. Principal Accountant Fees and Services.

Not required at this time.

Item 5. Audit Committee of Listed Registrants.

Not applicable.

Item 6. Schedule of Investments.

The Schedule of Investments is included under Item 1 of this form.

Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies.

Not applicable.

Item 8. Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers.

Not applicable.

Item 9. Submission of Matters to a Vote of Security Holders.

The registrant does not currently have in place procedures by which shareholders may recommend nominees to the registrant’s board.

There have been no changes to the procedures by which shareholders may recommend nominees to the registrant’s board.

Item 10. Controls and Procedures.

  (a) The registrant’s President and Treasurer have concluded that the registrant’s disclosure controls and procedures (as defined in rule 30a-3(c) under the Investment Company Act of 1940) are effective based on their evaluation of these disclosure controls and procedures within 90 days of the filing date of this report on Form N-CSR.

(b) There were no significant changes in the registrant’s internal controls, or in other factors that could significantly affect these controls subsequent to the date of their evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

Item 11. Exhibits.

(a)     (1) Not required at this time.

(2) Certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 and required by Rule 30a-2(a) under the Investment Company Act of 1940, are attached hereto.

(b) Certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and required by Rule 30a-2(a) under the Investment Company Act of 1940, are attached hereto.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

SECURITY EQUITY FUND
By:	/S/ RICHARD M. GOLDMAN
	Richard M. Goldman, President
Date:	June 8, 2009

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

By:	/S/ RICHARD M. GOLDMAN
	Richard M. Goldman, President
Date:	June 8, 2009

By:	/S/ BRENDA M. HARWOOD
	Brenda M. Harwood, Treasurer
Date:	June 8, 2009