CLASS C
DISTRIBUTION AGREEMENT
THIS AGREEMENT, made this 28th day of January, 1999, between Security Equity
Fund, a Kansas corporation (hereinafter referred to as the "Company"), and
Security Distributors, Inc., a Kansas corporation (hereinafter referred to as
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 Company issues its stock in several series; and
WHEREAS, the Distributor is willing to act as principal underwriter for the
Company to offer for sale, sell and deliver after sale, the Class C Shares of
each of the Company's Series of common stock (hereinafter referred to as the
"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 its
Class C 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 Class C Shares
issued or to be issued by the Company. The Distributor hereby accepts
such employment and agrees to act as the distributor of the Class C
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 law or governmental regulation.
2. Offering Price and Commissions. 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. All Shares 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.
3. Allocation of Expenses and Charges. 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 (the
"1933 Act"), including all expenses in connection with the preparation
and printing of any registration statements and prospectuses necessary
1
for registration thereunder but excluding any additional costs and
expenses incurred in furnishing the Distributor with prospectuses.
The Company also will 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
applications 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.
4. Redemption of Shares. The Distributor, as agent of and for the account
of the Fund, may redeem Shares of the Fund offered for resale to it at
the net asset value of such Shares (determined as provided in the
then-current registration statement of the Fund) and not in excess of
such maximum amounts as may be fixed from time to time by an officer of
the Fund. Whenever the officers of the Fund deem it advisable for the
protection of the shareholders of the Fund, they may suspend or cancel
such authority.
5. Sales Charges. A contingent deferred sales charge shall be retained by
the Distributor from the net asset value of Shares of the Fund that it
has redeemed, it being understood that such amounts will not be in
excess of that set forth in the then-current registration statement of
the Fund. Furthermore, the Distributor may retain any amounts
authorized for payment to it under the Fund's Distribution Plan.
6. 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 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 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.
7. 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
2
of: the 1940 Act, the 1933 Act, the Securities Exchange Act of 1934,
the rules and regulations of the Securities and Exchange Commission
under said statutes, all applicable state Blue Sky laws and the rules
and regulations thereunder, the rules of the National Association of
Securities Dealers, Inc., and, in strict accordance with, the
provisions of the Articles of Incorporation and Bylaws of the Company.
8. Duration and Termination of Agreement. This Agreement shall become
effective at the date and time that the Company's prospectus,
reflecting the underwriting arrangements provided by this Agreement,
shall become effective under the 1933 Act, 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 in advance at least annually
by either the Board of Directors or by the vote of a majority (as
defined in the 0000 Xxx) of the outstanding voting securities of the
Class C shares of the Series 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.
9. 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 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 under this Agreement.
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.
10. 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.
11. 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
3
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
Security Benefit Group Building
000 Xxxxxxxx
Xxxxxx, Xxxxxx
Security Distributors, Inc.
Security Benefit Group Building
700 Xxxxxxxx
Topeka, Kansas
12. 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
and a majority of the directors of the Company who are not parties to
this Agreement or affiliated persons of any such party, or (b) a vote of
the holders of a majority of the outstanding voting securities of the
Class C shares of the Series.
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: XXXXX X. XXXXXXX
--------------------------------
Xxxxx X. Xxxxxxx, Vice President
ATTEST:
XXX X. XXX
----------------------------------
Secretary
SECURITY DISTRIBUTORS, INC.
BY: XXXXXXX X XXXX
--------------------------------
Xxxxxxx X Xxxx, President
ATTEST:
XXX X. XXX
----------------------------------
Secretary
4
AMENDMENT TO CLASS C DISTRIBUTION AGREEMENT
WHEREAS, Security Equity Fund (the "Fund") and Security Distributors, Inc. (the
"Distributor") are parties to a Class C Distribution Agreement dated January 28,
1999, 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 C 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; and
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 Class C Distribution Agreement between the Fund and the
Distributor to include the sale of Class C shares of the Large Cap Growth Series
and Technology Series;
NOW, THEREFORE BE IT RESOLVED, that the Fund and Distributor hereby amend the
Class C Distribution Agreement to include the sale of Class C shares of the
Large Cap Growth Series and Technology Series of the Fund.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment to the Class
C Distribution Agreement this 1st day of May, 2000.
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. XXXXXX
--------------------------------
Xxxxxxx X. Xxxxxx, President
ATTEST:
By: XXX X. XXX
-------------------------
Xxx X. Xxx, Secretary
AMENDMENT TO CLASS C DISTRIBUTION AGREEMENT
WHEREAS, Security Equity Fund (the "Fund") and Security Distributors, Inc. (the
"Distributor") are parties to a Class C Distribution Agreement dated January 28,
1999 (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 C common stock;
WHEREAS, on May 3, 2002 the Board of Directors of the Fund approved the
reorganization and liquidation of the Total Return Series so that it was
acquired by the Equity Series effective August 28, 2002; and
WHEREAS, on November 8, 2002, the Board of Directors of the Fund authorized the
Fund to offer its common stock in a new series designated as the Alpha
Opportunity Series effective February 1, 2003; and
WHEREAS, on November 8, 2002, the Board of Directors of the Fund further
authorized the Fund to offer shares of the Alpha Opportunity Series in three
classes, designated Class A shares, Class B shares, and Class C shares effective
February 1, 2003; and
WHEREAS, on November 8, 2002, the Board of Directors of the Fund approved an
amendment to the Class C Distribution Agreement between the Fund and the
Distributor to include the sale of Class C shares of the Alpha Opportunity
Series.
NOW, THEREFORE, IT IS BY THE PARTIES HERETO AGREED that the Class C Distribution
Agreement is hereby amended to delete the Class C shares of the Total Return
Series of the Fund and to include the Class C shares of the Alpha Opportunity
Series of the Fund effective February 1, 2003.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment to the Class
C Distribution Agreement this 8th day of November, 2002.
SECURITY EQUITY FUND
By: XXXXX X. XXXXXXX
--------------------------------
Xxxxx X. Xxxxxxx, President
ATTEST:
By: XXX X. XXX
--------------------------
Xxx X. Xxx, Secretary
SECURITY DISTRIBUTORS, INC.
By: XXXXXXX X. XXXXXX
--------------------------------
Xxxxxxx X. Xxxxxx, President
ATTEST:
By: XXX X. XXX
--------------------------
Xxx X. Xxx, Secretary
AMENDMENT TO CLASS C DISTRIBUTION AGREEMENT
WHEREAS, Security Equity Fund (the "Fund") and Security Distributors, Inc. (the
"Distributor") are parties to a Class C Distribution Agreement dated January 28,
1999, 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 Fund's Class C common stock;
WHEREAS, on February 8, 2008, the Board of Directors of the Fund authorized the
Fund to offer its common stock in a new series designated as Small Cap Value
Series, and approved an amendment to the Class C Distribution Agreement between
the Fund and the Distributor to include the sale of Class C shares of the Small
Cap Value Series.
NOW, THEREFORE, IT IS BY THE PARTIES HERETO AGREED that the Distribution
Agreement is hereby amended to include the Class C shares of the Small Cap Value
Series effective February 8, 2008.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment to the
Distribution Agreement this 4th day of March, 2008.
SECURITY EQUITY FUND
By: XXXXXX X. XXXXX
--------------------------------
Xxxxxx X. Xxxxx
ATTEST:
By: XXX X. XXX
------------------------
Xxx X. Xxx
SECURITY DISTRIBUTORS, INC.
By: XXXX X. XXXX
--------------------------------
Xxxx X. Xxxx
ATTEST:
By: XXX X. XXX
------------------------
Xxx X. Xxx
AMENDMENT TO CLASS C DISTRIBUTION AGREEMENT
WHEREAS, Security Equity Fund (the "Fund") and Security Distributors, Inc. (the
"Distributor") are parties to a Class C Distribution Agreement dated January 28,
1999, 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 Fund's Class C common stock;
WHEREAS, on May 9, 2008, the Board of Directors of the Fund authorized the Fund
to offer its common stock in a new series designated as All Cap Value Series,
and approved an amendment to the Class C Distribution Agreement between the Fund
and the Distributor to include the sale of Class C shares of the All Cap Value
Series.
NOW, THEREFORE, IT IS BY THE PARTIES HERETO AGREED that the Distribution
Agreement is hereby amended to include the Class C shares of the All Cap Value
Series effective May 9, 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
