SECURITY EQUITY FUND
INSTITUTIONAL CLASS
DISTRIBUTION AGREEMENT
THIS AGREEMENT, made this 8th day of February 2008, between Security Equity
Fund, a Kansas corporation ("Company"), on behalf of Security Global
Institutional Fund, Security Mid Cap Value Institutional Fund and Security Small
Cap Value Fund (the "Funds"), and Security Distributors, Inc., a Kansas
corporation (the "Distributor").
WITNESSETH:
WHEREAS, the Company is engaged in business as an open-end, management
investment company registered under the federal Investment Company Act of 1940
(the "1940 Act");
WHEREAS, the Distributor is willing to act as principal underwriter for the
Company to offer for sale, sell and deliver after sale, the Institutional Shares
of each of the Funds (the "Institutional Class Shares") on the terms and
conditions hereinafter set forth;
NOW, THEREFORE, in consideration of the mutual covenants and agreements herein
set forth, the parties hereto agree as follows:
1. Employment of Distributor. The Company hereby employs the Distributor to
act as principal underwriter for the Company with respect to the Funds'
Institutional Class Shares and hereby 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 of the Institutional Class
Shares issued or to be issued by the Company. The Distributor hereby
accepts such employment and agrees to act as the distributor of the
Institutional Class 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 Institutional Class Shares as long as such
Institutional Class Shares remain available for sale by the Funds, unless
the Distributor is unable legally to make such offer for sale as the
result of any law or governmental regulation. The rights granted to the
Distributor shall be nonexclusive in that the Company reserves the right
to sell its shares to investors on the basis of applications received and
accepted by the Company or its agent or in connection with the merger or
consolidation of any of the Funds. It is recognized by the Company that
the Funds' investment adviser and/or its affiliates may use or allocate
their past profits and other resources to the Distributor in order to
cover expenses incurred in the distribution of Institutional Class Shares
of the Funds.
2. Offering Price. Prior to the issuance of any Institutional Class Shares by
the Funds 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
applicable Fund(s) in cash, an amount equal to the net asset value of such
Institutional Class Shares at the time of acceptance of each such
subscription and confirmation by the Company of the sale of such
Institutional Class Shares. All
Institutional Class Shares shall be sold to the public only at their
public offering price at the time of such sale, and the Funds shall
receive not less than the full net asset value thereof. The Company
reserves the right to suspend the sale and issuance of Institutional Class
Shares at any time.
3. Allocation of Expenses and Charges. While this Agreement is in effect, the
Funds shall pay all costs and expenses in connection with the registration
of their respective Institutional Class Shares under the Securities Act of
1933 (the "1933 Act"), including all expenses in connection with the
preparation and printing of any registration statement documents
(including prospectuses and statements of additional information)
necessary for registration thereunder but excluding any additional costs
and expenses incurred in furnishing the Distributor with prospectuses. The
Funds will pay all costs and expenses of printing and mailing
prospectuses, statements of additional information, reports and periodic
statements to their respective existing Institutional Class shareholders.
The Funds also will pay all costs, expenses and fees incurred in
connection with the qualification of their respective Institutional Class
Shares under the applicable Blue Sky laws of the states in which the
Institutional Class Shares are offered.
While this Agreement is in effect, the Distributor will pay or reimburse
the Funds for:
(a) All costs and expenses of printing and mailing prospectuses to
prospective Institutional Class 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 their respective Institutional Class
Shares; and
(b) All clerical and administrative costs in processing the applications
for and in connection with the distribution of Institutional Class
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 Institutional Class Shares.
4. Redemption of Institutional Class Shares. The Distributor, as agent of and
for the account of the Funds, may redeem Institutional Class Shares of the
Funds offered for resale to it at the net asset value of such
Institutional Class Shares (determined as provided in the then-current
registration statement of the Funds). To the extent authorized under
applicable law, including the 1940 Act, whenever the officers of the
Company deem it advisable for the protection of the shareholders of the
Funds, they may suspend or cancel such authority.
5. Distributor May Act as Broker and Receive Commissions. Notwithstanding any
other provisions of this Agreement, it is understood and agreed that the
Distributor may act as a broker, on behalf of the Funds, in the purchase
and sale of securities provided that any such transactions and any
commission paid in connection therewith shall comply in every respect with
the requirements of the 1940 Act and in particular with Section 17(e) of
that
Act and the rules and regulations of the Securities and Exchange
Commission promulgated thereunder. The Distributor will not, or cause the
Funds to direct remuneration from commissions by the Funds for portfolio
securities transactions to a broker or dealer for promoting or selling
shares of the Funds.
6. Agreements Subject to Applicable Law and Regulations. The parties hereto
agree that all provisions of this Agreement will be performed in strict
accordance with the requirements of: the 1940 Act, the 1933 Act, the
Securities Exchange Act of 1934, the rules and regulations of the U.S.
Securities and Exchange Commission under said statutes, applicable state
Blue Sky laws and the rules and regulations thereunder, the rules of the
Financial Industry Regulatory Authority and the Articles of Incorporation
and Bylaws of the Company.
7. Duration and Termination of Agreement. For each Fund to which it applies,
this Agreement shall become effective upon its execution, and shall,
unless terminated as provided herein, continue in force for two years from
that date, and from year to year thereafter, provided that such
continuance for each successive year is specifically approved annually by
either the Board of Directors or by the vote of a majority of the
outstanding voting securities of the Institutional Class shares of the
Funds and, in either event, by the vote of a majority of the directors of
the Company who are not parties to this Agreement or interested persons of
any such party, cast in person at a meeting called for the purpose of
voting upon such approval. As used in the preceding sentence, the words
"interested persons" shall have the meaning set forth in Section 2(a)(19)
of the 1940 Act.
This Agreement may be terminated at any time without the payment of any
penalty by the Company 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. As used in the preceding sentence, the word "assignment" shall
have the meaning set forth in Section 2(a)(4) of the 1940 Act.
8. Construction of Agreement. No provision of this Agreement is intended to
or shall be construed as protecting the Distributor against any liability
to the Company or the Funds or to the Funds' shareholders to which the
Distributor would otherwise be subject by reason of willful misfeasance,
bad faith or gross negligence in the performance of its duties under this
Agreement or reckless disregard of its duties hereunder.
Terms or words used in the 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 the Articles of Incorporation or Bylaws
of the Company.
9. Distributor an Independent Contractor. 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.
10. Notice. 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
One Security Benefit Place
Topeka, Kansas 66636-0001
Security Distributors, Inc.
One Security Benefit Place
Topeka, Kansas 66636-0001
11. Amendment of Agreement. No amendment to this Agreement shall be effective
until approved by (a) a majority of the Board of Directors of the Company
or a vote of the holders of a majority of the outstanding voting
securities of the Institutional Class shares of the Series, and (b) a
majority of the directors of the Company who are not parties to this
Agreement or interested persons of any such party.
IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed
by their respective corporate officers thereto duly authorized on the day, month
and year first above written.
SECURITY EQUITY FUND
BY: XXXXXX X. XXXXX
---------------------------------
Xxxxxx X. Xxxxx, President
ATTEST:
XXX X. XXX
------------------------------------
Xxx X. Xxx, Secretary
SECURITY DISTRIBUTORS, INC.
BY: XXXX X. XXXX
--------------------------------
Xxxx X. Xxxx, President
ATTEST:
XXX X. XXX
------------------------------------
Xxx X. Xxx, Secretary
SECURITY EQUITY FUND
AMENDMENT TO
INSTITUTIONAL CLASS DISTRIBUTION AGREEMENT
WHEREAS, Security Equity Fund (the "Company") and Security Distributors, Inc.
(the "Distributor") are parties to an Institutional Class Distribution Agreement
dated February 8, 2008 (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 Institutional Class of common stock;
WHEREAS, on August 15, 2008, the Board of Directors of the Company authorized
the Company to offer its common stock of Alpha Opportunity Series in a new class
designated as the Institutional Class, and approved an amendment to the
Institutional Class Distribution Agreement between the Company and the
Distributor to include the sale of the Institutional Class of shares of the
Alpha Opportunity Series.
NOW, THEREFORE, IT IS BY THE PARTIES HERETO AGREED that the Distribution
Agreement is hereby amended to include the Institutional Class of shares of the
Alpha Opportunity Series effective August 15, 2008.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment to the
Distribution Agreement this 18th day of August, 2008.
SECURITY EQUITY FUND
By:
---------------------------------
Xxxxxxx X. Xxxxxxx
ATTEST:
By:
--------------------------------
Xxx X. Xxx
SECURITY DISTRIBUTORS, INC.
By: --------------------------------
Xxxx X. Xxxx
ATTEST:
By:
--------------------------------
Xxx X. Xxx
SECURITY EQUITY FUND
AMENDMENT TO
INSTITUTIONAL CLASS DISTRIBUTION AGREEMENT
WHEREAS, Security Equity Fund (the "Company") and Security Distributors, Inc.
(the "Distributor") are parties to an Institutional Class Distribution Agreement
dated February 8, 2008, as previously 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 Institutional Class of
common stock;
WHEREAS, on November 21, 2008, the Board of Directors of the Company authorized
the Company to offer its common stock in a new series designated as All Cap
Growth Series, and approved an amendment to the Institutional Class Distribution
Agreement between the Company and the Distributor to include the sale of the
Institutional Class shares of the All Cap Growth Series.
NOW, THEREFORE, IT IS BY THE PARTIES HERETO AGREED that the Distribution
Agreement is hereby amended to include the Institutional Class of shares of the
All Cap Growth Series effective November 21, 2008.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment to the
Distribution Agreement this ___ day of _________, 2009.
SECURITY EQUITY FUND
By:
---------------------------------
Xxxxx X. Xxxxxxx, Vice President
ATTEST:
By:
--------------------------------
Xxx X. Xxx, Secretary
SECURITY DISTRIBUTORS, INC.
By:
---------------------------------
Xxxx X. Xxxx, President
ATTEST:
By:
--------------------------------
Xxx X. Xxx, Secretary
