DISTRIBUTION AGREEMENT
THIS AGREEMENT, dated as of April 1, 1964, between QUARTERLY DISTRIBUTION
SHARES, INCORPORATED, a Kansas corporation, Party of the First Part (hereinafter
sometimes called the "Company"), and SECURITY DISTRIBUTORS, INC., a Kansas
corporation, Party of the Second Part (hereinafter sometimes called the
"Distributor"),
WITNESETH:
1. The Company hereby covenants and agrees that during the term of this
Agreement, and any renewal or extension thereof, or until any prior termination
thereof, the Distributor shall have the exclusive right to offer for sale and to
distribute any and all shares of capital stock issued or to be issued by the
Company.
2. The Distributor hereby covenants and agrees to act as the distributor of
the shares issued or to be issued by the Company during the period this
Agreement is in effect and agrees during such period to offer for sale such
shares as long as such shares remain available for sale, unless the Distributor
is unable legally to make such offer for sale as the result of any governmental
law or regulation.
3. Prior to the issuance of any shares by the Company pursuant to any
subscription tendered by or through the Distributor and confirmed for sale to or
through the Distributor, the Distributor shall pay or cause to be paid to the
Custodian of the Company in cash, an amount equal to the net asset value of such
shares at the time of acceptance of each such subscription and confirmation by
the Company of the sale of such shares. The Distributor shall be entitled to
charge a commission on each such sale of shares in the amount set forth in the
prospectus of the Company, such commission to be an amount equal to the
difference between the net asset value and the offering price of the shares, as
such offering price may from time to time be determined by the board of
directors of the Company. All shares of the Company shall be sold to the public
only at their public offering price at the time of such sale, and the Company
shall receive not less than the full net asset value thereof.
4. The Distributor agrees that, during the period this Agreement is in
effect and to the extent hereinafter in this Section 4 provided, it will
reimburse the Company for or pay -
(a) All costs, expenses and fees incurred in connection with the
registration and qualification of the Company's shares under the Federal
Securities Act of 1933 and under the applicable "Blue Sky" laws of the states
in which the Company wishes to distribute its shares;
(b) All costs and expenses of all prospectuses, advertising material, sales
literature, circulars and other material used or to be used in connection with
the offering for sale of the shares of the Company;
(c) All costs, expenses and fees in connection with the printing of
application and confirmation forms; and
(d) All clerical and administrative costs in processing the applications for
and in connection with the sale of shares of the Company.
The Distributor agrees to submit to the Company for its prior approval all
advertising material, sales literature, circulars and any other material which
the Distributor proposes to use in connection with the offering for sale of the
Company's shares.
5. Notwithstanding any other provisions of this Agreement, it is understood
and agreed that the Distributor may act as a broker, on behalf of the Company,
in the purchase and sale of securities not effected on a securities exchange,
provided that any such transactions and any commission paid in connection
therewith shall comply in every respect with the requirements of the Federal
Investment Company Act of 1940 and in particular with Section 17(e) of said
statute and the Rules and Regulations of the Securities and Exchange Commission
promulgated thereunder.
6. The parties hereto agree that all provisions of this Agreement will be
performed in strict accordance with the requirements of the Investment Company
Act of 1940, the Securities Act of 1933, the Securities Exchange Act of 1934,
and the rules and regulations of the Securities and Exchange Commission under
said statutes, in strict accordance with all applicable state "Blue Sky" laws
and the rules and regulations thereunder, and in strict accordance with the
provisions of the Articles of Incorporation and Bylaws of the Company.
7. This Agreement shall become effective on April 1, 1964, or as soon
thereafter as an amendment to the Company's prospectus, reflecting the
underwriting arrangements provided by this Agreement, shall become effective
under the Securities Act of 1933.
8. Upon becoming effective as provided in the preceding Section 7, this
Agreement shall continue in effect until the close of business on March 31,
1966, and thereafter from year to year, provided that such continuance for each
successive year after March 31, 1966, is specifically approved in advance at
least annually by the board of directors (including approval by a majority of
the directors who are not parties to the Agreement or affiliated persons of any
such party) or by the vote of a majority of the outstanding voting securities of
the Company. Written notice of any such approval by the board of directors or by
the holders of a majority of the outstanding voting securities of the Company
shall be given promptly to the Distributor.
9. This Agreement may be terminated by the Company at any time by giving the
Distributor at least sixty (60) days previous written notice of such intention
to terminate. This Agreement may be terminated by the Distributor at any time by
giving the Company at least sixty (60) days previous written notice of such
intention to terminate.
This Agreement shall terminate automatically in the event of its assignment
by the Distributor. As used in the preceding sentence, the word "assignment"
shall have the meaning set forth in Section 2(a)(4) of the Investment Company
Act of 1940.
10. No provision of this Agreement is intended to or shall be construed as
protecting the Distributor against any liability to the Company or to the
Company's security holders to which the Distributor would otherwise be subject
by reason of willful misfeasance, bad faith or gross negligence in the
performance of its duties or by reason of the Distributor's reckless disregard
of its obligations and duties under this Agreement.
11. Terms or words used in this Agreement, which also occur in the Articles
of Incorporation or Bylaws of the Company, shall have the same meaning herein as
given to such terms or words in Articles of Incorporation or Bylaws of the
Company.
12. The Distributor shall be deemed to be an independent contractor and,
except as expressly provided or authorized by the Company, shall have no
authority to act for or represent the Company.
13. Any notice required or permitted to be given hereunder to either of the
parties hereto shall be deemed to have been given if mailed by certified mail in
a postage prepaid envelope addressed to the respective party as follows, unless
any such party has notified the other party hereto that notices thereafter
intended for such party shall be mailed to some other address, in which event
notices thereafter shall be addressed to such party at the address designated in
such request:
Quarterly Distribution Shares, Incorporated
000 Xxxxxxxx Xxxxxx
Xxxxxx, Xxxxxx
Security Distributors, Inc.
Security Benefit Life Building
700 Xxxxxxxx Street
Topeka, Kansas
IN WITNESS WHEREOF, the parties hereto have executed this Agreement the day
and year first above written.
QUARTERLY DISTRIBUTION SHARES, INCORPORATED
By XXXXXX X XXXXX
----------------------------------------
President
ATTEST:
X. X. XXXXXXXX, XX.
------------------------------
Secretary
(SEAL) SECURITY DISTRIBUTORS, INC.
By XXXXXX X. XXXXXX
----------------------------------------
President
ATTEST:
WILL X. XXXXXX, XX.
------------------------------
Secretary
(SEAL)
AMENDMENT TO DISTRIBUTION AGREEMENT
WHEREAS, Security Investment Fund, Inc. (the "Company") and Security
Distributors, Inc. (the "Distributor") are parties to a Distribution Agreement
dated as of April 1, 1964, (the "Distribution Agreement") under which the
Distributor agrees to act as principal underwriter in connection with sales of
the shares of the Company's capital stock; and
WHEREAS, certain provisions of the Federal Investment Company Act of 1940
have been amended, and those amendments have an effect upon the relationship
between the Company and the Distributor, and the Distribution Agreement; and
WHEREAS, the Company and the Distributor wish to amend the Distribution
Agreement to confirm to the requirements of the Federal Investment Company Act
of 1940, as amended;
NOW, THEREFORE, the Company and Distributor hereby amend the Distribution
Agreement, effective immediately, as follows:
1. Section 8 of the Distribution Agreement is amended to provide as follows:
"8. Upon becoming effective as provided in the preceding Section 7, this
Agreement shall continue in effect until the close of business on March 31,
1966, and thereafter from year to year, provided that such continuance for each
successive year after March 31, 1966, is specifically approved in advance at
least annually by the vote of the board of directors (including approval by the
vote of a majority of the directors of the Company who are not parties to the
Agreement or interested persons of any such party) cast in person at a meeting
called for the purpose of voting upon such approval, or by the vote of a
majority (as defined in the Investment Company Act of 1940) of the outstanding
voting securities of the Company and by such a vote of the board of directors.
As used in the preceding sentence, the words "interested persons" shall have the
meaning set forth in Section 2(a)(19) of the Investment Company Act of 1940.
Written notice of any such approval by the board of directors or by the holders
of a majority of the outstanding voting securities of the Company shall be given
promptly to the Distributor."
2. The second paragraph of Section 9 of the Distribution Agreement is
amended to provide as follows:
"This Agreement shall terminate automatically in the event of its
assignment. As used in the preceding sentence, the word "assignment" shall have
the meaning set forth in Section 2(a)(4) of the Investment Company Act of 1940."
IN WITNESS WHEREOF, the parties hereto have made this Amendment to the
Distribution Agreement this 10TH day of FEBRUARY , 1972.
SECURITY INVESTMENT FUND, INC.
(Corporate Seal)
By XXXXXX X. XXXXX
----------------------------------------
Xxxxxx X. Xxxxx, President
ATTEST:
WILL X. XXXXXX, XX.
------------------------------
Will X. Xxxxxx, Xx., Secretary
SECURITY DISTRIBUTORS, INC.
(Corporate Seal)
By XXXX X. XXXXXXXX
----------------------------------------
Xxxx X. Xxxxxxxx, President
ATTEST:
WILL X. XXXXXX, XX.
------------------------------
Will X. Xxxxxx, Xx., Secretary
AMENDMENT NO. 2 TO DISTRIBUTION AGREEMENT
WHEREAS, Security Investment Fund, Inc., a Kansas corporation (the
"Company"), and Security Distributors, Inc., a Kansas corporation (the
"Distributor"), are parties to a Distribution Agreement dated as of April 1,
1964, under which the Distributor has agreed to act as principal underwriter in
connection with sales of shares of the Company's stock, which Distribution
Agreement has heretofore been amended on February 10, 1972; and
WHEREAS, The Company and the Distributor wish to further amend the
Distribution Agreement to omit the provision that the Distributor shall
reimburse the Company for or pay all costs, expenses and fees incurred in
connection with the registration of the Company's shares under the Securities
Act of 1933;
NOW, THEREFORE, The Company and the Distributor hereby amend Section 4(a) of
the Distribution Agreement as follows:
"4.The Distributor agrees, that, during the period this Agreement is in
effect and to the extent hereinafter in this Section 4 provided, it will
reimburse the Company for or pay:
(a) All costs, expenses and fees incurred in connection with the
registration and qualification of the Company's shares under the
applicable "Blue Sky" laws of the states in which the Company wishes
to distribute its shares;"
IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 2 to the
Distribution Agreement to be duly executed this 13th day of December, 1974.
SECURITY INVESTMENT FUND, INC.
(Corporate Seal)
By XXXXXXX X. XXXXX
----------------------------------------
Xxxxxxx X. Xxxxx, Vice President
ATTEST:
WILL X. XXXXXX, XX.
------------------------------
Will X. Xxxxxx, Xx., Secretary
SECURITY DISTRIBUTORS, INC.
(Corporate Seal)
By XXXX X. XXXXXXXX
----------------------------------------
Xxxx X. Xxxxxxxx, President
ATTEST:
WILL X. XXXXXX, XX.
------------------------------
Will X. Xxxxxx, Xx., Secretary
AMENDMENT TO DISTRIBUTION AGREEMENT
WHEREAS, Security Investment Fund (the "Company") and Security
Distributors, Inc. (the "Distributor") are parties to a Distribution Agreement
dated as of April 1, 1964 and amended as of February 10, 1972 and December 13,
1974, (the "Distribution Agreement") under which the Distributor agrees to act
as principal underwriter in connection with sales of the shares of the Company's
capital stock; and,
WHEREAS, The Company and the Distributor wish to amend Section 4 of the
Distribution Agreement pertaining to the allocation of expenses and charges.
NOW, THEREFORE, The Company and Distributor hereby amend said Section 4 of
the Distribution Agreement, effective as of March 31, 1984, as follows:
4. During the period this Agreement is in effect, the Company shall pay
all costs and expenses in connection with the registration of shares
under the Securities Act of 1933, including all expenses in connection
with the preparation and printing of any registration statements and
prospectuses necessary for registration thereunder but excluding any
additional costs and expenses incurred in furnishing the Distributor
with prospectuses.
The company will also pay all costs, expenses and fees incurred in
connection with the qualification of the shares under the applicable
Blue Sky laws of the states in which the shares are offered.
During the period this agreement is in effect the Distributor will
pay or reimburse the Company for:
(a) All costs and expenses of printing and mailing prospectuses (other
than to existing shareholders) and confirmations, and all costs
and expenses of preparing, printing and mailing advertising
material sales literature, circulars, applications, and other
materials used or to be used in connection with the offering for
sale and the sale of shares; and
(b) All clerical and administrative costs in processing the
application for and in connection with the sale of shares.
The Distributor agrees to submit to the Company for its prior
approval all advertising material, sales literature, circulars and any
other material which the Distributor proposes to use in connection with
the offering for sale of shares.
IN WITNESS WHEREOF, the parties hereto have made this Amendment to the
Distribution Agreement this 31ST day of MARCH , 1984.
SECURITY INVESTMENT FUND, INC.
(Corporate Seal)
By XXXXXXX X. XXXXX
----------------------------------------
Xxxxxxx X. Xxxxx, Vice President
ATTEST:
XXX XXXXXX
-------------------------------
Xxx Xxxxxx, Assistant Secretary
SECURITY DISTRIBUTORS, INC.
(Corporate Seal)
By XXXXXX XXXXX
----------------------------------------
Xxxxxx Xxxxx, President
ATTEST:
XXX XXXXXX
-------------------------------
Xxx Xxxxxx, Assistant Secretary
AMENDMENT TO DISTRIBUTION AGREEMENT
WHEREAS, Security Growth and Income Fund (the "Company") and Security
Distributors, Inc. (the "Distributor") are parties to a Distribution Agreement
dated April 1, 1964, as amended (the "Distribution Agreement"), under which the
Distributor agreed to act as principal underwriter in connection with sales of
the shares of the Company's capital stock; and
WHEREAS, the Company expects to receive an exemptive order from the Securities
and Exchange Commission allowing the Company to issue and offer for sale two or
more classes of the Company's capital stock; and
WHEREAS, the Company and the Distributor wish to amend the Distribution
Agreement to clarify that the Distribution Agreement applies only to the sale of
shares of the single class of capital stock existing at the time the
Distribution Agreement was initially entered into:
NOW THEREFORE, the Company and Distributor hereby amend the Distribution
Agreement, effective immediately, as follows:
1. The term "Shares" as referred to in the Distribution Agreement shall refer
to the Class A Shares of the Company's $1.00 par value stock.
IN WITNESS WHEREOF, the parties hereto have made this Amendment to the
Distribution Agreement this 1st day of October 1993.
SECURITY GROWTH AND INCOME FUND
By XXXXXXX X. XXXXXXXX
----------------------------------------
President
ATTEST:
XXX X. XXX
------------------------------
Secretary
(SEAL)
SECURITY DISTRIBUTORS, INC.
By XXXXXX X. XXXXXX
----------------------------------------
President
ATTEST:
XXX X. XXX
------------------------------
Secretary
(SEAL)
