EXHIBIT 6
DISTRIBUTION AGREEMENT
Distribution Agreement, dated as of August 30, 1995, by and between The
Legends Fund, Inc. (the Fund), a Maryland corporation, and SBM Financial
Services, Inc. (SBM FS), a Minnesota corporation.
WHEREAS, the Fund is an open-end management investment company registered
under the Investment Company Act of 0000 (xxx 0000 Xxx); and
WHEREAS, the Fund is authorized to issue shares of capital stock (Shares)
in separate series (the Series) with each Series representing interests in a
separate portfolio of securities and other assets; and
WHEREAS, Shares will be sold only to separate accounts (Separate Accounts)
of life insurance companies, including Integrity Life Insurance Company and
National Integrity Life Insurance Company, (the Insurance Companies) to fund
variable annuity and variable life insurance contracts (Contracts); and
WHEREAS, SBM FS is registered as a broker-dealer under the Securities
Exchange Act of 0000 (xxx 0000 Xxx) and is a member of the National Association
of Securities Dealers, Inc.; and
WHEREAS, the Fund desires SBM FS to be its principal underwriter with
respect to distribution of the Shares; and
WHEREAS, the 1940 Act prohibits any principal underwriter for a registered
openend investment company from offering for sale or selling any security for
which such company is the issuer except pursuant to a written contract.
NOW THEREFORE, in consideration of the premises and on the terms set forth
herein, the Fund and SBM FS agree as follows:
1. The Fund hereby appoints SBM FS as Distributor of the Shares and SBM FS
accepts appointment as Distributor to sell Shares of each Series to
Insurance Companies and their Separate Accounts at the Shares' most
recent net asset values determined in accordance with the current
prospectus for the Shares (the Prospectus). In performing its duties as
Distributor, SBM FS will act in conformity with the Prospectus and with
the instructions and directions of the Board of Directors of the Fund,
the requirements of the Securities Act of 1933, the 1934 Act, the 1940
Act and all other applicable federal and state laws and regulations.
2. The Fund shall not pay any compensation to SBM FS for services as
Distributor, and SBM FS shall bear all of its expenses in serving as
Distributor.
3. From time to time the Fund and SBM FS shall identify Insurance
Companies that desire to issue Contracts, and the Fund and SBM FS shall
enter into a Participation Agreement with each such Insurance Company,
containing such terms as the Fund and SBM XX xxxx appropriate,
providing for the sale of Shares to the Insurance Company's related
Separate Accounts.
4. The Fund authorizes the Distributor, in connection with the sale of
Shares, to provide only such information and to make only such
statements or representations as are contained in the Fund's then
current prospectus or as specifically authorized by the Fund.
5. This Agreement shall continue in effect from the date hereof only so
long as such continuance is specifically approved at least annually
after the first two years by the Board of Directors of the Fund,
including a majority of the Directors who are not interested persons of
the Fund, as defined under the 0000 Xxx.
6. The services of SBM FS to the Fund as Distributor are not exclusive,
and SBM FS may provide similar services to other investment companies
and may serve as principal underwriter for sales of Contracts so long
as its services as Distributor are not thereby impaired.
7. This Agreement shall terminate automatically in the event of its
assignment, as defined under the 1940 Act.
8. This Agreement may be terminated by either the Fund or SBM FS at any
time on 60 days' written notice delivered to the other party, without
the payment of any penalty.
9. This Agreement shall be governed by the laws of the State of New York.
IN WITNESS WHEREOF, the Fund and SBM FS by their authorized officers have
caused this Agreement to be duly executed as of the day and year first written
above.
Attest: THE LEGENDS FUND, INC.
/s/ Xxxxxxxx Xxxx By: /s/ Xxxxx Xxxxxx, Secretary
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Attest: SBM FINANCIAL SERVICES, INC.
/s/ Xxxxxxxx Xxxx By: /s/ Xxxx XxXxxxxx, Secretary
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