DISTRIBUTION AGREEMENT
THIS AGREEMENT, dated as of 1 January 1964, between SECURITY EQUITY FUND,
INC., a Kansas corporation with offices in Topeka, Kansas, Party of the First
Part (hereinafter sometimes called the "Company"), and SECURITY DISTRIBUTORS,
INC., a Kansas corporation with offices in Topeka, Kansas, Party of the Second
Part (hereinafter sometimes called the "Distributor").
WITNESSETH:
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
herewith 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 January 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 December 31,
1964, and thereafter from year to year, provided that such continuance for each
successive year after December 31, 1964, 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:
Security Equity Fund, Inc.
Security Benefit Life Building
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.
SECURITY EQUITY FUND, INC.
By: Xxxx X. Xxxxx
-------------------------
President
ATTEST:
Will X. Xxxxxx, Xx.
-------------------------
Secretary
(SEAL)
SECURITY DISTRIBUTORS, INC.
By: Xxxxxx X. Xxxxxx
-------------------------
President
ATTEST:
Will X. Xxxxxx, Xx.
-------------------------
Secretary
(SEAL)
AMENDMENT TO DISTRIBUTION AGREEMENT
WHEREAS, Security Equity Fund, Inc. (the "Company") and Security
Distributors, Inc. (the "Distributor") are parties to a Distribution Agreement
dated as of January 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 conform 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
December 31, 1964, and thereafter from year to year, provided that such
continuance for each successive year after December 31, 1964, 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 9th day of December, 1971.
SECURITY EQUITY FUND, INC.
By: Xxxx X. Xxxxx
---------------------------
Xxxx X. Xxxxx, President
ATTEST:
Will X. Xxxxxx, Xx.
-------------------------
Will X. Xxxxxx, Xx., Secretary
(SEAL)
SECURITY DISTRIBUTORS, INC.
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 Equity 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 January 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 December 9, 1971; 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 9th day of October, 1974.
(Corporate Seal)
SECURITY EQUITY FUND, INC.
By: Xxxx X. Xxxxx
------------------------------
Xxxx X. Xxxxx, President
ATTEST:
Will X. Xxxxxx, Xx.
------------------------------
Will X. Xxxxxx, Xx., Secretary
(Corporate Seal)
SECURITY DISTRIBUTORS, INC.
By: Xxxx X. Xxxxxxxx
------------------------------
Xxxx X. Xxxxxxxx, President
ATTEST:
Will X. Xxxxxx, Xx.
------------------------------
Will X. Xxxxxx, Xx., Secretary
AMENDMENT TO DISTRIBUTION AGREEMENT
WHEREAS, Security Equity Fund (the "Company") and Security Distributors,
Inc. (the "Distributor") are parties to a Distribution Agreement dated as of
January 1, 1964 and amended as of December 9, 1971 and October 9, 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 January 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 January, 1984.
SECURITY EQUITY FUND, INC.
By: Xxxxxxx X. Xxxxx
-------------------------------
Xxxxxxx X. Xxxxx, President
ATTEST:
Xxx Xxxxxx
-------------------------------
Xxx Xxxxxx, Assistant Secretary
(SEAL)
SECURITY DISTRIBUTORS, INC.
By: Xxxxxx Xxxxx
-------------------------------
Xxxxxx Xxxxx, President
ATTEST:
Xxx Xxxxxx
-------------------------------
Xxx Xxxxxx, Assistant Secretary
AMENDMENT TO DISTRIBUTION AGREEMENT
WHEREAS, Security Equity Fund (the "Company") and Security Distributors, Inc.
(the "Distributor") are parties to a Distribution Agreement dated January 1,
1964, as amended (the "Distribution Agreement"), under which the Distributor has
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
Class A shares of the capital stock of the Equity Series and Global Series of
the Company and the Class A shares of all other Series subsequently established
by the Company:
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 $.25 par value stock.
IN WITNESS WHEREOF, the parties hereto have made this Amendment to the
Distribution Agreement this 1st day of October, 1993.
SECURITY EQUITY FUND
By: X. X. Xxxxxxxx
-------------------------------
President
ATTEST:
By: Xxx X. Xxx
-------------------------------
Secretary
(SEAL)
SECURITY DISTRIBUTORS, INC.
By: Xxxxxx X. Xxxxxx
-------------------------------
President
ATTEST:
By: Xxx X. Xxx
-------------------------------
Secretary
(SEAL)
AMENDMENT TO DISTRIBUTION AGREEMENT
WHEREAS, Security Equity Fund (the "Fund") and Security Distributors, Inc. (the
"Distributor") are parties to a Distribution Agreement dated January 1, 1964, as
amended (the "Distribution Agreement"), under which the Distributor has agreed
to act as principal underwriter in connection with sales of the shares of the
Fund's Class A common stock;
WHEREAS, on April 3, 1995, the Board of Directors of the Fund authorized the
Fund to offer its common stock in a new series designated as the Asset
Allocation Series, in addition to its presently offered series of common stock
of Equity Series and Global Series;
WHEREAS, on April 3, 1995, the Board of Directors of the Fund further authorized
the Fund to offer shares of the Asset Allocation Series in two classes,
designated Class A shares and Class B shares; and
WHEREAS, on April 3, 1995, the Board of Directors of the Fund approved an
amendment to the Distribution Agreement between the Fund and the Distributor to
include the sale of Class A shares of the Asset Allocation Series;
NOW, THEREFORE BE IT RESOLVED, that the Fund and Distributor hereby amend the
Distribution Agreement to include the sale of Class A shares of the Asset
Allocation Series of the Fund.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment to the
Distribution Agreement this 18th day of April, 1995.
SECURITY EQUITY FUND
By: Xxxxx X. Xxxxxxx
--------------------------------
Xxxxx X. Xxxxxxx, Vice President
and Treasurer
ATTEST:
By: Xxx X. Xxx
-------------------------------
Xxx X. Xxx, Secretary
SECURITY DISTRIBUTORS, INC.
By: Xxxxxxx X Xxxx
--------------------------------
Xxxxxxx X Xxxx, President
ATTEST:
By: Xxx X. Xxx
-------------------------------
Xxx X. Xxx, Secretary
AMENDMENT TO DISTRIBUTION AGREEMENT
WHEREAS, Security Equity Fund (the "Fund") and Security Distributors, Inc. (the
"Distributor") are parties to a Distribution Agreement dated January 1, 1964, as
amended (the "Distribution Agreement"), under which the Distributor has agreed
to act as principal underwriter in connection with sales of the shares of the
Fund's Class A common stock;
WHEREAS, on July 26, 1996, the Board of Directors of the Fund authorized the
Fund to offer its common stock in a new series designated as the Social
Awareness Series, in addition to its presently offered series of common stock of
Equity Series, Global Series and Asset Allocation Series;
WHEREAS, on July 26, 1996, the Board of Directors of the Fund further authorized
the Fund to offer shares of the Social Awareness Series in two classes,
designated Class A shares and Class B shares; and
WHEREAS, on July 26, 1996, the Board of Directors of the Fund approved an
amendment to the Distribution Agreement between the Fund and the Distributor to
include the sale of Class A shares of the Social Awareness Series;
NOW, THEREFORE BE IT RESOLVED, that the Fund and Distributor hereby amend the
Distribution Agreement to include the sale of Class A shares of the Social
Awareness Series of the Fund.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment to the
Distribution Agreement this 1st day of August, 1996.
SECURITY EQUITY FUND
By: Xxxxx X. Xxxxxxx
--------------------------------
Xxxxx X. Xxxxxxx, Vice President
and Treasurer
ATTEST:
By: Xxx X. Xxx
-------------------------------
Xxx X. Xxx, Secretary
SECURITY DISTRIBUTORS, INC.
By: Xxxxxxx X Xxxx
--------------------------------
Xxxxxxx X Xxxx, President
ATTEST:
By: Xxx X. Xxx
-------------------------------
Xxx X. Xxx, Secretary
AMENDMENT TO DISTRIBUTION AGREEMENT
WHEREAS, Security Equity Fund (the "Fund") and Security Distributors, Inc. (the
"Distributor") are parties to a Distribution Agreement dated January 1, 1964, as
amended (the "Distribution Agreement"), under which the Distributor has agreed
to act as principal underwriter in connection with sales of the shares of the
Fund's Class A common stock;
WHEREAS, on February 7, 1997, the Board of Directors of the Fund authorized the
Fund to offer its common stock in a new series designated as the Value Series,
in addition to its presently offered series of common stock of Equity Series,
Global Series, Asset Allocation Series and Social Awareness Series;
WHEREAS, on February 7, 1997, the Board of Directors of the Fund further
authorized the Fund to offer shares of the Value Series in two classes,
designated Class A shares and Class B shares; and
WHEREAS, on February 7, 1997, the Board of Directors of the Fund approved an
amendment to the Distribution Agreement between the Fund and the Distributor to
include the sale of Class A shares of the Value Series;
NOW, THEREFORE BE IT RESOLVED, that the Fund and Distributor hereby amend the
Distribution Agreement to include the sale of Class A shares of the Value Series
of the Fund.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment to the
Distribution Agreement this 12th day of March, 1997.
SECURITY EQUITY FUND
By: Xxxxx X. Xxxxxxx
--------------------------------
Xxxxx X. Xxxxxxx, Vice President
and Treasurer
ATTEST:
By: Xxx X. Xxx
-------------------------------
Xxx X. Xxx, Secretary
SECURITY DISTRIBUTORS, INC.
By: Xxxxxxx X Xxxx
--------------------------------
Xxxxxxx X Xxxx, President
ATTEST:
By: Xxx X. Xxx
-------------------------------
Xxx X. Xxx, Secretary
AMENDMENT TO DISTRIBUTION AGREEMENT
WHEREAS, Security Equity Fund (the "Fund") and Security Distributors, Inc. (the
"Distributor") are parties to a Distribution Agreement dated January 1, 1964, as
amended (the "Distribution Agreement"), under which the Distributor has agreed
to act as principal underwriter in connection with sales of the shares of the
Fund's Class A common stock;
WHEREAS, on July 25, 1997, the Board of Directors of the Fund authorized the
Fund to offer its common stock in a new series designated as the Small Company
Series, in addition to its presently offered series of common stock of Equity
Series, Global Series, Asset Allocation Series, Social Awareness Series and
Value Series;
WHEREAS, on July 25, 1997, the Board of Directors of the Fund further authorized
the Fund to offer shares of the Small Company Series in two classes, designated
Class A shares and Class B shares; and
WHEREAS, on July 25, 1997, the Board of Directors of the Fund approved an
amendment to the Distribution Agreement between the Fund and the Distributor to
include the sale of Class A shares of the Small Company Series.
WHEREAS, on July 25, 1997, the Board of Directors of the Fund approved a Class A
Distribution Plan (the "Class A Plan") with respect to the Small Company Series
pursuant to Rule 12b-1 under the Investment Company Act of 1940, the provisions
of which have an effect upon the relationship between the Fund and the
Distributor, and the Distribution Agreement; and
WHEREAS, the Fund and Distributor wish to amend the Distribution Agreement to
incorporate the necessary provisions of the Class A Plan into the Agreement.
NOW, THEREFORE, the Fund and Distributor hereby amend the Distribution Agreement
to include the sale of Class A shares of the Small Company Series of the Fund.
The Fund and Distributor hereby further amend the Distribution Agreement,
effective October 15, 1997, by adding new Section 5A, which provides as follows:
5A. (a) Pursuant to a Class A Distribution Plan adopted by the Fund
with respect to the Small Company Series (the "Series"), the Fund
agrees to make monthly payments to the Distributor in an amount
computed at an annual rate of .25 of 1% of the Series' average daily
net assets, to finance activities undertaken by the Distributor for
the purpose of distributing the Series' shares to investors. The
Distributor is obligated to and hereby agrees to use the entire amount
of said fee to finance the following distribution-related activities:
(i) Preparation, printing and distribution of the Prospectus
and Statement of Additional Information and any supplement
thereto used in connection with the offering of the
Series' shares to the public;
(ii) Printing of additional copies for use by the Distributor
as sales literature, of reports and other communications
which were prepared by the Fund for distribution to
existing shareholders;
(iii) Preparation, printing and distribution of any other sales
literature used in connection with the offering of the
Series' shares to the public;
(iv) Expenses incurred in advertising, promoting and selling
shares of the Series to the public;
(v) Any fees paid by the Distributor to securities dealers who
have executed a Dealer's Distribution Agreement with the
Distributor for account maintenance and personal service
to shareholders of the Series (a "Service Fee");
(vi) Commissions to sales personnel for selling shares of the
Series and interest expenses related thereto; and
(vii) Expenses incurred in promoting sales of shares of the
Series by securities dealers, including the costs of
preparation of materials for presentations, travel
expenses, costs of entertainment, and other expenses
incurred in connection with promoting sales of the Series
shares by dealers.
(b) All payments to the Distributor pursuant to this paragraph are
subject to the following conditions being met by the Distributor.
The Distributor shall furnish the Fund with quarterly reports of
its expenditures and such other information relating to
expenditures or to the other distribution-related activities
undertaken or proposed to be undertaken by the Distributor during
such fiscal year under its Distribution Agreement with the Fund
as the Fund may reasonably request;
(c) The Dealer's Distribution Agreement (the "Agreement")
contemplated by paragraph 5A(a)(v) above shall permit payments to
securities dealers by the Distributor only in accordance with the
provisions of this paragraph and shall have the approval of the
majority of the Board of Directors of the Fund including a
majority of the directors who are not interested persons of the
Fund as required by the Rule. The Distributor may pay to the
other party to any Dealer's Distribution Agreement a quarterly
fee for distribution and marketing services provided by such
other party. Such quarterly fee shall be payable in arrears in an
amount equal to such percentage (not in excess of .000685% per
day) of the aggregate net asset value of the Series' shares held
by such other party's customers or clients at the close of
business each day as determined from time to time by the
Distributor. The distribution and marketing services contemplated
hereby shall include, but are not limited to, answering inquiries
regarding the Series, account designations and addresses,
maintaining the investment of such other party's customers or
clients in the Series and similar services. In determining the
extent of such other party's assistance in maintaining such
investment by its customers or clients, the Distributor may take
into account the possibility that the shares held by such
customer or client would be redeemed in the absence of such
quarterly fee.
(d) The provisions of the Distribution Plan approved by the Board of
Directors of the Fund on July 25, 1997, are fully incorporated
herein by reference. In the event the Class A Distribution Plan
is terminated by the Board of Directors or Shareholders of the
Series as provided therein, this paragraph shall no longer be
effective.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment to the
Distribution Agreement this 15th day of September, 1997.
SECURITY EQUITY FUND
By: XXXXX X. XXXXXXX
-------------------------------------
Xxxxx X. Xxxxxxx,
Vice President and Treasurer
ATTEST:
By: XXX X. XXX
-----------------------------------
Xxx X. Xxx, Secretary
SECURITY DISTRIBUTORS, INC.
By: XXXXXXX X XXXX
-------------------------------------
Xxxxxxx X Xxxx, President
ATTEST:
By: XXX X. XXX
-----------------------------------
Xxx X. Xxx, Secretary
AMENDMENT TO DISTRIBUTION AGREEMENT
WHEREAS, Security Equity Fund (the "Fund") and Security Distributors, Inc. (the
"Distributor") are parties to a Distribution Agreement dated January 1, 1964, as
amended (the "Distribution Agreement"), under which the Distributor has agreed
to act as principal underwriter in connection with sales of the shares of the
Fund's Class A common stock;
WHEREAS, on November 6, 1998, the Board of Directors of the Fund authorized the
Fund to offer its common stock in three new series designated as the
International Series, Enhanced Index Series and Select 25 Series, in addition to
its presently offered series of common stock of Equity Series, Global Series,
Asset Allocation Series, Social Awareness Series, Value Series, and Small
Company Series;
WHEREAS, on November 6, 1998, the Board of Directors of the Fund further
authorized the Fund to offer shares of the International Series, Enhanced Index
Series and Select 25 Series in three classes, designated Class A shares, Class B
shares, and Class C shares; and
WHEREAS, on November 6, 1998, the Board of Directors of the Fund approved an
amendment to the Distribution Agreement between the Fund and the Distributor to
include the sale of Class A shares of the International Series, Enhanced Index
Series and Select 25 Series.
WHEREAS, on November 6, 1998, the Board of Directors of the Fund approved a
Class A Distribution Plan (the"Class A Plan") with respect to the International
Series, Enhanced Index Series and Select 25 Series pursuant to Rule 12b-1 under
the Investment Company Act of 1940 (the "Rule"), the provisions of which have an
effect upon the relationship between the Fund and the Distributor, and the
Distribution Agreement; and
WHEREAS, the Fund and Distributor wish to amend the Distribution Agreement to
incorporate the necessary provisions of the Class A Plan into the Distribution
Agreement.
NOW, THEREFORE, the Fund and Distributor hereby amend the Distribution Agreement
to include the sale of Class A shares of the International Series, Enhanced
Index Series and Select 25 Series of the Fund.
The Fund and Distributor hereby further amend the Distribution Agreement,
effective January 28, 1999, by deleting Section 5A in its entirety and replacing
it with the following new Section 5A:
5A. (a) Pursuant to a Class A Distribution Plan adopted by the Fund with
respect to the Small Company Series, International Series, Enhanced Index
Series and Select 25 Series (the "Series"), the Fund agrees to make monthly
payments to the Distributor in an amount computed at an annual rate of .25
of 1% of each Series' average daily net assets, to finance activities
undertaken by the Distributor for the purpose of distributing the Series'
shares to investors. The Distributor is obligated to and hereby agrees to
use the entire amount of said fee to finance the following
distribution-related activities:
(i) Preparation, printing and distribution of the Prospectus and
Statement of Additional Information and any supplement thereto
used in connection with the offering of the Series' shares to
the public;
(ii) Printing of additional copies for use by the Distributor as
sales literature, of reports and other communications which
were prepared by the Fund for distribution to existing
shareholders;
(iii) Preparation, printing and distribution of any other sales
literature used in connection with the offering of the Series'
shares to the public;
(iv) Expenses incurred in advertising, promoting and selling shares
of the Series to the public;
(v) Any fees paid by the Distributor to securities dealers who have
executed a Dealer's Distribution Agreement with the Distributor
for account maintenance and personal service to shareholders of
the Series (a "Service Fee");
(vi) Commissions to sales personnel for selling shares of the Series
and interest expenses related thereto; and
(vii) Expenses incurred in promoting sales of shares of the Series by
securities dealers, including the costs of preparation of
materials for presentations, travel expenses, costs of
entertainment, and other expenses incurred in connection with
promoting sales of the Series shares by dealers.
(b) All payments to the Distributor pursuant to this paragraph are subject
to the following conditions being met by the Distributor. The
Distributor shall furnish the Fund with quarterly reports of its
expenditures and such other information relating to expenditures or to
the other distribution-related activities undertaken or proposed to be
undertaken by the Distributor during such fiscal year under its
Distribution Agreement with the Fund as the Fund may reasonably
request;
(c) The Dealer's Distribution Agreement (the "Agreement") contemplated by
paragraph 5A(a)(v) above shall permit payments to securities dealers by
the Distributor only in accordance with the provisions of this
paragraph and shall have the approval of the majority of the Board of
Directors of the Fund including a majority of the directors who are not
interested persons of the Fund as required by the Rule. The Distributor
may pay to the other party to any Dealer's Distribution Agreement a
quarterly fee for distribution and marketing services provided by such
other party. Such quarterly fee shall be payable in arrears in an
amount equal to such percentage (not in excess of .000685% per day) of
the aggregate net asset value of the Series' shares held by such other
party's customers or clients at the close of business each day as
determined from time to time by the Distributor. The distribution and
marketing services contemplated hereby shall include, but are not
limited to, answering inquiries regarding the Series, account
designations and addresses, maintaining the investment of such other
party's customers or clients in the Series and similar services. In
determining the extent of such other party's assistance in maintaining
such investment by its customers or clients, the Distributor may take
into account the possibility that the shares held by such customer or
client would be redeemed in the absence of such quarterly fee.
(d) The provisions of the Distribution Plan approved by the Board of
Directors of the Fund on November 6, 1998, are fully incorporated
herein by reference. In the event the Class A Distribution Plan is
terminated by the Board of Directors or Shareholders of the Series as
provided therein, this paragraph shall no longer be effective.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment to the
Distribution Agreement this 28th day of January, 1999.
SECURITY EQUITY FUND
By: XXXXX X. XXXXXXX
---------------------------------
Xxxxx X. Xxxxxxx,
Vice President
ATTEST:
By: XXX X. XXX
---------------------------
Xxx X. Xxx, Secretary
SECURITY DISTRIBUTORS, INC.
By: XXXXXXX X XXXX
---------------------------------
Xxxxxxx X Xxxx, President
ATTEST:
By: XXX X. XXX
---------------------------
Xxx X. Xxx, Secretary
AMENDMENT TO DISTRIBUTION AGREEMENT
WHEREAS, Security Equity Fund (the "Fund") is an open-end, diversified
management investment company registered under the Investment Company Act of
1940, as amended (the "1940 Act"); and
WHEREAS, the Fund is authorized to issue shares of beneficial interest
("Shares") in separate series (the "Series") with each such Series representing
interests in a separate portfolio of securities and other assets; and
WHEREAS, the Fund is further authorized to issues the Shares of the Series in
multiple classes; and
WHEREAS, Security Distributors, Inc. is the principal underwriter of each such
Series and class thereof pursuant to agreements dated January 1, 1964, as
amended, for the Class A shares, October 1, 1993, as amended, for the Class B
shares and January 28, 1999 for the Class C shares (collectively referred to as
the "Agreements"); and
WHEREAS, pursuant to Rule 12b-1 under the 1940 Act, the Fund has adopted a
Brokerage Enhancement Plan (the "Brokerage Plan" or the "Plan"), under which the
Fund may, subject to the requirement to seek best price and execution, direct
Security Management Company, LLC or any sub-adviser of a Series (each a
"Sub-Advisor") to allocate brokerage in a manner intended to increase the
distribution of the Fund's shares; and
WHEREAS, the Brokerage Plan applies to the Fund and the Series and the effect of
the Plan does not vary based upon a class of a Series; and
WHEREAS, the Board of Directors of the Fund deem it to be in the best interest
of the Fund and its shareholders to amend the Agreements by adding the following
provisions to each such agreement in order to implement the purposes of the
Brokerage Plan;
NOW THEREFORE, the Agreements are hereby amended to add the following
provisions:
1. Brokerage Plan.
(a) The Fund may direct SDI to take appropriate actions to effect the
purposes of the Brokerage Plan, as may be amended from time to time,
and SDI, when so directed by the Fund, shall take such actions, which
may include, but are not necessarily limited to, directing, on behalf
of the Fund or a Series, and subject to the standards described in the
Brokerage Plan, Security Management Company, LLC or a Sub-Advisor to
allocate transactions for the purchase or sale of portfolio securities
in a manner intended to increase the distribution of the Fund's shares.
(b) In accordance with the terms of the Brokerage Plan, the Fund, on behalf
of a Series, shall make available to SDI, amounts derived from
brokerage commissions paid by the Series in connection with its
portfolio transactions. Such amounts shall be expended by SDI to
finance the distribution related activities described in the Plan. The
Fund, on behalf of a Series, shall also make available to SDI, the
brokerage credits, benefits or other services received from
broker-dealers executing portfolio transactions on behalf of a Series.
Such credits, benefits or other services shall be used by SDI to
finance the distribution related activities described in the Plan.
2. Reports. SDI shall prepare reports for the Board of Directors of the Fund on
a quarterly basis showing such information as shall be reasonably requested
by the Board from time to time.
IN WITNESS WHEREOF, the parties hereto have caused this amendment to the
Agreements to be executed by their officers designated below as of the day and
year indicated below.
SECURITY EQUITY FUND
By: XXXXX X. XXXXXXX
-----------------------------
Name: Xxxxx X. Xxxxxxx
Title: Vice President
Date: January 27, 2000
ATTEST:
By: XXX X. XXX
--------------------------
Xxx X. Xxx, Secretary
SECURITY DISTRIBUTORS, INC.
By: XXXXXXX X XXXX
-----------------------------
Name: Xxxxxxx X Xxxx
Title: President
Date: January 27, 2000
ATTEST:
By: XXX X. XXX
--------------------------
Xxx X. Xxx, Secretary
FORM OF
AMENDMENT TO DISTRIBUTION AGREEMENT
WHEREAS, Security Equity Fund (the "Fund") and Security Distributors, Inc. (the
"Distributor") are parties to a Distribution Agreement dated January 1, 1964, as
amended (the "Distribution Agreement"), under which the Distributor has agreed
to act as principal underwriter in connection with sales of the shares of the
Fund's Class A common stock;
WHEREAS, on February 4, 2000, the Board of Directors of the Fund authorized the
Fund to offer its common stock in two new series designated as the Large Cap
Growth Series and Technology Series;
WHEREAS, on February 4, 2000, the Board of Directors of the Fund further
authorized the Fund to offer shares of the Large Cap Growth Series and
Technology Series in three classes, designated Class A shares, Class B shares,
and Class C shares; and
WHEREAS, on February 4, 2000, the Board of Directors of the Fund approved an
amendment to the Distribution Agreement between the Fund and the Distributor to
include the sale of Class A shares of the Large Cap Growth Series and Technology
Series.
WHEREAS, on February 4, 2000, the Board of Directors of the Fund approved a
Class A Distribution Plan (the "Class A Plan") with respect to the Large Cap
Growth Series and Technology Series pursuant to Rule 12b-1 under the Investment
Company Act of 1940 (the "Rule"), the provisions of which have an effect upon
the relationship between the Fund and the Distributor, and the Distribution
Agreement; and
WHEREAS, the Fund and Distributor wish to amend the Distribution Agreement to
incorporate the necessary provisions of the Class A Plan into the Distribution
Agreement.
NOW, THEREFORE, the Fund and Distributor hereby amend the Distribution Agreement
to include the sale of Class A shares of the Large Cap Growth Series and
Technology Series of the Fund.
The Fund and Distributor hereby further amend the Distribution Agreement,
effective May 1, 2000, by deleting Section 5A in its entirety and replacing it
with the following new Section 5A:
5A. (a) Pursuant to a Class A Distribution Plan adopted by the Fund with
respect to the Small Cap Growth Series, International Series, Enhanced Index
Series, Select 25 Series, Large Cap Growth Series, and Technology Series
(the "Series"), the Fund agrees to make monthly payments to the Distributor
in an amount computed at an annual rate of .25 of 1% of each Series' average
daily net assets, to finance activities undertaken by the Distributor for
the purpose of distributing the Series' shares to investors and/or providing
shareholder services to the Series' shareholders. The Distributor is
obligated to and hereby agrees to use the entire amount of said fee to
finance the following distribution-related or shareholder service related
activities:
(i) Preparation, printing and distribution of the Prospectus and
Statement of Additional Information and any supplement
thereto used in connection with the offering of the Series'
shares to the public;
(ii) Printing of additional copies for use by the Distributor as
sales literature, of reports and other communications which
were prepared by the Fund for distribution to existing
shareholders;
(iii) Preparation, printing and distribution of any other sales
literature used in connection with the offering of the
Series' shares to the public;
(iv) Expenses incurred in advertising, promoting and selling
shares of the Series to the public;
(v) Any fees paid by the Distributor to securities dealers who
have executed a Dealer's Distribution Agreement with the
Distributor for account maintenance and personal service to
shareholders of the Series (a "Service Fee");
(vi) Commissions to sales personnel for selling shares of the
Series and interest expenses related thereto; and
(vii) Expenses incurred in promoting sales of shares of the Series
by securities dealers, including the costs of preparation of
materials for presentations, travel expenses, costs of
entertainment, and other expenses incurred in connection with
promoting sales of the Series shares by dealers.
(b) All payments to the Distributor pursuant to this paragraph are
subject to the following conditions being met by the Distributor.
The Distributor shall furnish the Fund with quarterly reports of
its expenditures and such other information relating to
expenditures or to the other distribution-related activities
undertaken or proposed to be undertaken by the Distributor during
such fiscal year under its Distribution Agreement with the Fund as
the Fund may reasonably request;
(c) The Dealer's Distribution Agreement (the "Agreement") contemplated
by paragraph 5A(a)(v) above shall permit payments to securities
dealers by the Distributor only in accordance with the provisions
of this paragraph and shall have the approval of the majority of
the Board of Directors of the Fund including a majority of the
directors who are not interested persons of the Fund as required by
the Rule. The Distributor may pay to the other party to any
Dealer's Distribution Agreement a quarterly fee for distribution,
marketing, and/or shareholder services provided by such other
party. Such quarterly fee shall be payable in arrears in an amount
equal to such percentage (not in excess of .000685% per day) of the
aggregate net asset value of the Series' shares held by such other
party's customers or clients at the close of business each day as
determined from time to time by the Distributor. The distribution,
marketing, and shareholder services contemplated hereby shall
include, but are not limited to, answering inquiries regarding the
Series, account designations and addresses, maintaining the
investment of such other party's customers or clients in the Series
and similar services. In determining the extent of such other
party's assistance in maintaining such investment by its customers
or clients, the Distributor may take into account the possibility
that the shares held by such customer or client would be redeemed
in the absence of such quarterly fee.
(d) The provisions of the Distribution Plan approved by the Board of
Directors of the Fund on February 4, 2000, are fully incorporated
herein by reference. In the event the Class A Distribution Plan is
terminated by the Board of Directors or Shareholders of the Series
as provided therein, this paragraph shall no longer be effective.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment to the
Distribution Agreement this 1st day of May, 2000.
SECURITY EQUITY FUND
By:
---------------------------------
Xxxxx X. Xxxxxxx, Vice President
ATTEST:
By:
-----------------------------
Xxx X. Xxx, Secretary
SECURITY DISTRIBUTORS, INC.
By:
---------------------------------
Xxxxxxx X. Xxxxxx, President
ATTEST:
By:
-----------------------------
Xxx X. Xxx, Secretary
