INVESTMENT MANAGEMENT AND SERVICES AGREEMENT
This Agreement, made and entered into this 29th day of March, 1989, by and
between SECURITY INVESTMENT FUND, a Kansas corporation (hereinafter referred to
as the "Fund"), and SECURITY MANAGEMENT COMPANY, a Kansas corporation
(hereinafter referred to as "SMC").
WITNESSETH:
WHEREAS, the Fund is engaged in business as an open-end, management
investment company registered under the Investment Company Act of 1940 ("1940
Act"); and
WHERE, SMC is willing to provide investment research and advice, general
administrative, fund accounting, transfer agency, and dividend disbursing
services to the Fund on the terms and conditions hereinafter set forth and to
arrange for the provision of all other services (except for those services
specifically excluded in this Agreement) required by the Fund, including
custodial, legal, auditing and printing;
NOW THEREFORE, in consideration of the premises and mutual agreements made
herein, the parties agree as follows:
1. EMPLOYMENT OF SMC. The Fund hereby employs SMC to (a) act as investment
adviser to the Fund with respect to the investment of its assets and to
supervise and arrange the purchase of securities for the Fund and the
sale of securities held in the portfolio of the Fund, subject always to
the supervision of the Board of Directors of the Fund (or a duly
appointed committee thereof), during the period and upon and subject to
the terms and conditions described herein; (b) to provide the Fund with
general administrative, fund accounting, transfer agency, and dividend
disbursing services described and set forth in Schedule A attached
hereto and made a part of this Agreement by reference; and (c) to
arrange for, monitor, and bear the expense of, the provision to the Fund
of all other services required by the Fund, including but not limited to
services of independent accountants, legal counsel, custodial services
and printing. SMC may, in accordance with all applicable legal
requirements, engage the services of other persons or entities,
regardless of any affiliation with SMC, to provide services to the Fund
under this Agreement. SMC agrees to maintain sufficient trained
personnel and equipment and supplies to perform its responsibilities
under this Agreement and in conformity with the current Prospectus of
the Fund and such other reasonable standards of performance as the Fund
may from time to time specify and shall use reasonable care in selecting
and monitoring the performance of third parties, who perform services
for the Fund. SMC shall not guarantee the performance of such persons.
SMC hereby accepts such employment and agrees to perform the services
required by this Agreement for the compensation herein provided.
2. ALLOCATION OF EXPENSES AND CHARGES.
(A) EXPENSES OF SMC. SMC shall pay all expenses in connection with the
performance of its services under this Agreement, including all
fees and charges of third parties providing services to the Fund,
whether or not such expenses are billed to SMC or the Fund, except
as otherwise provided herein.
(B) EXPENSES OF THE FUND. Anything in this Agreement to the contrary
notwithstanding, the Fund shall pay, or reimburse SMC for the
payment of, the following described expenses of the Fund whether or
not billed to the Fund, SMC or any related entity;
(i) brokerage fees and commissions;
(ii) taxes;
(iii) interest expenses; and
(iv) any extraordinary expenses approved by the Board of
Directors of the Fund.
3. COMPENSATION OF SMC.
(a) In consideration of the services to be rendered by SMC pursuant to
this Agreement, the Fund shall pay SMC an annual fee equal to 2% of
the first $10 million of the average net assets of the Fund, and 1
1/2% of the next $20 million of the average net assets, and 1% of
the remaining average net assets of the Fund for any fiscal year,
determined and payable monthly. If this Agreement shall be
effective for only a portion of a year in which a fee is owed, then
SMC's compensation for the year shall be prorated for such portion.
For purposes of this Section 3, the value of the net assets of the
Fund shall be computed in the same manner as the value of such net
assets is computed in connection with the determination of the net
asset value of the shares of the Fund as described in the Fund's
Prospectus and Statement of Additional Information.
(b) For each of the Fund's full fiscal years during which this
Agreement remains in force, SMC agrees that if the total annual
expenses of the Fund, exclusive of those expenses listed in
paragraph 2(b) of this Agreement, but inclusive of SMC's
compensation, exceed any expense limitation imposed by state
securities law or regulation in any state in which shares of the
Fund are then qualified for sale, as such regulations may be
amended from time to time, SMC will contribute to the Fund such
funds or waive that portion of its fee on a monthly basis as may be
necessary to insure that its total expenses will not exceed any
state limitation. If this paragraph of the Agreement shall be
effective for only a portion of one of the Fund's fiscal years,
then the maximum annual expenses shall be prorated for such
portion.
4. INVESTMENT ADVISORY DUTIES.
(A) INVESTMENT ADVICE. SMC shall regularly provide the Fund with
investment research, advice and supervision, continuously furnish
an investment program, recommend which securities shall be
purchased and sold and what portion of the assets of the Fund shall
be held uninvested and arrange for the purchase of securities and
other investments for the Fund and the sale of securities and other
investments held in the portfolio of the Fund. All investment
advice furnished by SMC to the Fund under this paragraph 4 shall at
all times conform to any requirements imposed by the provisions of
the Fund's Articles of Incorporation and Bylaws, the 1940 Act, the
Investment Advisors Act of 1940 and the rules and regulations
promulgated thereunder, and other applicable provisions of law, and
the terms of the registration statements of the Fund under the
Securities Act of 1933 ("1933 Act") and/or the 1940 Act, as may be
applicable at the time, all as from time to time amended. SMC shall
advise and assist the officers or other agents of the Fund in
taking such steps as are necessary or appropriate to carry out the
decisions of the Board of Directors of the Fund (and any duly
appointed committee thereof) with regard to the foregoing matters
and the general account of the Fund's business.
(B) PORTFOLIO TRANSACTIONS AND BROKERAGE.
(i) Transactions in portfolio securities shall be effected by
SMC, through brokers or otherwise, in the manner permitted
in this paragraph 4 and in such manner as SMC shall deem to
be in the best interests of the Fund after consideration is
given to all relevant factors.
(ii) In reaching a judgment relative to the qualification of a
broker to obtain the best execution of a particular
transaction, SMC may take into account all relevant factors
and circumstances, including the size of any contemporaneous
market in such securities; the importance to the Fund of
speed and efficiency of execution; whether the particular
transaction is part of a larger intended change of portfolio
position in the same securities; the execution capabilities
required by the circumstances of the particular transaction;
the capital required by the transaction; the overall capital
strength of the broker; the broker's apparent knowledge of
or familiarity with sources from or to whom such securities
may be purchased or sold; as well as the efficiency,
reliability and confidentiality with which the broker has
handled the execution of prior similar transactions.
(iii) Subject to any statements concerning the allocation of
brokerage contained in the Fund's Prospectus or Statement of
Additional Information, SMC is authorized to direct the
execution of portfolio transactions for the Fund to brokers
who furnish investment information or research service to
the SMC. Such allocations shall be in such amounts and
proportions as SMC may determine. If the transaction is
directed to a broker providing brokerage and research
services to SMC, the commission paid for such transaction
may be in excess of the commission another broker would have
charged for effecting that transaction, if SMC shall have
determined in good faith that the commission is reasonable
in relation to the value of the brokerage and research
services provided, viewed in terms of either that particular
transaction or the overall responsibilities of SMC with
respect to all accounts as to which it now or hereafter
exercises investment discretion. For purposes of the
immediately preceding sentence, "providing brokerage and
research services" shall have the meaning generally given
such terms or similar terms under Section 28(e)(3) of the
Securities Exchange Act of 1934, as amended.
(iv) In the selection of a broker for the execution of any
transaction not subject to fixed commission rates, SMC shall
have no duty or obligation to seek advance competitive
bidding for the most favorable negotiated commission rate to
be applicable to such transaction, or to select any broker
solely on the basis of its purported or "posted" commission
rates.
(v) In connection with transactions on markets other than
national or regional securities exchanges, the Fund will
deal directly with the selling principal or market maker
without incurring charges for the services of a broker on
its behalf unless, in the best judgment of SMC, better price
or execution can be obtained by utilizing the services of a
broker.
(C) SMC NOT TO RECEIVE COMMISSIONS. In connection with the purchase or
sale of portfolio securities for the account of the Fund, neither
SMC nor any officer or director of SMC shall act as principal or
receive any compensation from the Fund other than its compensation
as provided for in Section 3 above. If SMC, or any "affiliated
person" (as defined in the 0000 Xxx) receives any cash, credits,
commissions or tender fees from any person in connection with
transactions in portfolio securities of the Fund (including but not
limited to the tender or delivery of any securities held in such
portfolio), SMC shall immediately pay such amount to the Fund in
cash or as a credit against any then earned but unpaid management
fees due by the Fund to SMC.
(D) LIMITATION OF LIABILITY OF SMC WITH RESPECT TO RENDERING INVESTMENT
ADVISORY SERVICES. So long as SMC shall give the Fund the benefit
of its best judgment and effort in rendering investment advisory
services hereunder, SMC shall not be liable for any errors of
judgment or mistake of law, or for any loss sustained by reason of
the adoption of any investment policy or the purchase, sale or
retention of any security on its recommendation, whether or not
such recommendation shall have been based upon its own
investigation and research or upon investigation and research made
by any other individual, firm or corporation, if such
recommendation shall have been made and such other individual, firm
or corporation shall have been selected with due care and in good
faith. Nothing herein contained shall, however, be construed to
protect SMC against any liability to the Fund or its shareholders
by reason of willful misfeasance, bad faith or gross negligence in
the performance of its duties or by reason of its reckless
disregard of its obligations and duties under this paragraph 4. As
used in this paragraph 4, "SMC" shall include directors, officers
and employees of SMC, as well as that corporation itself.
5. ADMINISTRATIVE AND TRANSFER AGENCY SERVICES.
(A) RESPONSIBILITIES OF SMC. SMC will provide the Fund with general
administrative, fund accounting, transfer agency, and dividend
disbursing services described and set forth in Schedule A attached
hereto and made a part of this Agreement by reference. SMC agrees
to maintain sufficient trained personnel and equipment and supplies
to perform such services in conformity with the current Prospectus
of the Fund and such other reasonable standards of performance as
the Fund may from time to time specify, and otherwise perform such
services in an accurate, timely, and efficient manner.
(B) INSURANCE. The Fund and SMC agree to procure and maintain,
separately or as joint insureds with themselves, their directors,
employees, agents and others, and other investment companies for
which SMC acts as investment adviser and transfer agent, a policy
or policies of insurance against loss arising from breaches of
trust, errors and omissions, and a fidelity bond meeting the
requirements of the 1940 Act, in the amounts and with such
deductibles as may be agreed upon from time to time. SMC shall be
solely responsible for the payment of premiums due for such
policies.
(C) REGISTRATION AND COMPLIANCE.
(i) SMC represents that as of the date of this Agreement it is
registered as a transfer agent with the Securities and
Exchange Commission ("SEC") pursuant to Subsection 17A of the
Securities and Exchange Act of 1934 and the rules and
regulations thereunder, and agrees to maintain said
registration and comply with all of the requirements of said
Act, rules and regulations so long as this Agreement remains
in force.
(ii) The Fund represents that it is a diversified management
investment company registered with the SEC in accordance with
the 1940 Act and the rules and regulations thereunder, and
authorized to sell its shares pursuant to said Act, the 1933
Act and the rules and regulations thereunder.
(D) LIABILITY AND INDEMNIFICATION WITH RESPECT TO RENDERING
ADMINISTRATIVE AND TRANSFER AGENCY SERVICES. SMC shall be liable
for any actual losses, claims, damages or expenses (including any
reasonable counsel fees and expenses) resulting from SMC's bad
faith, willful misfeasance, reckless disregard of its obligations
and duties, negligence or failure to properly perform any of its
responsibilities or duties under this Paragraph 5. SMC shall not be
liable and shall be indemnified and held harmless by the Fund, for
any claim, demand or action brought against it arising out of, or
in connection with:
(i) The bad faith, willful misfeasance, reckless disregard of its
duties or negligence by the Board of Directors of the Fund,
or SMC's acting upon any instructions properly executed and
authorized by the Board of Directors of the Fund;
(ii) SMC acting in reliance upon advice given by independent
counsel retained by the Board of Directors of the Fund.
In the event that SMC requests the Fund to indemnify or hold it
harmless hereunder, SMC shall use its best efforts to inform the
Fund of the relevant facts concerning the matter in question. SMC
shall use reasonable care to identify and promptly notify the Fund
concerning any matter which presents, or appears likely to present,
a claim for indemnification against the Fund.
The Fund shall have the election of defending SMC against any claim
which may be the subject of indemnification hereunder. In the event
the Fund so elects, it will so notify SMC and thereupon the Fund
shall take over defenses of the claim, and if so requested by the
Fund, SMC shall incur no further legal or other claims related
thereto for which it would be entitled to indemnity hereunder
provided, however, that nothing herein contained shall prevent SMC
from retaining, at its own expense, counsel to defend any claim.
Except with the Fund's prior consent, SMC shall in no event confess
any claim or make any compromise in any matter in which the Fund
will be asked to indemnify or hold SMC harmless hereunder.
PUNITIVE DAMAGES. SMC shall not be liable to the Fund, or any
third party, for punitive, exemplary, indirect, special or
consequential damages (even if SMC has been advised of the
possibility of such damage) arising from its obligations and the
services provided under this paragraph 5, including but not
limited to loss of profits, loss of use of the shareholder
accounting system, cost of capital and expenses of substitute
facilities, programs or services.
FORCE MAJEURE. Anything in this paragraph 5 to the contrary
notwithstanding, SMC shall not be liable for delays or errors
occurring by reason of circumstances beyond its control,
including but not limited to acts of civil or military
authority, national emergencies, work stoppages, fire, flood,
catastrophe, earthquake, acts of God, insurrection, war, riot,
failure of communication or interruption.
(E) DELEGATION OF DUTIES. SMC may, at its discretion, delegate, assign,
or subcontract any of the duties, responsibilities and services
governed by this paragraph 5, to its parent company, Security
Benefit Group, Inc. or any of its affiliates, whether or not by
formal written agreement. SMC shall, however, retain ultimate
responsibility to the Fund, and shall implement such reasonable
procedures as may be necessary, for assuring that any duties,
responsibilities or services so assigned, subcontracted or
delegated are performed in conformity with the terms and conditions
of this Agreement.
6. OTHER ACTIVITIES NOT RESTRICTED. Nothing in this Agreement shall prevent
SMC or any officer thereof from acting as investment adviser,
administrator or transfer agent for any other person, firm or
corporation, nor shall it in any way limit or restrict SMC or any of its
directors, officers, stockholders or employees from buying, selling, or
trading any securities for its own accounts or for the accounts of
others for whom it may be acting; provided, however, that SMC expressly
represents that it will undertake no activities which, in its judgment,
will conflict with the performance of its obligations to the Fund under
this Agreement. The Fund acknowledges that SMC acts as investment
adviser, administrator and transfer agent to other investment companies,
and it expressly consents to SMC acting as such; provided, however, that
if in the opinion of SMC, particular securities are consistent with the
investment objectives of, and desirable purchases or sales for the
portfolios of one or more of such other investment companies or series
of such companies at approximately the same time, such purchases or
sales will be made on a proportionate basis if feasible, and if not
feasible, then on a rotating or other equitable basis.
7. AMENDMENT. This Agreement and the schedules forming a part hereof may be
amended at any time, without shareholder approval to the extent
permitted by applicable law, by a writing signed by each of the parties
hereto. Any change in the Fund's registration statements or other
documents of compliance or in the forms relating to any plan, program or
service offered by its current Prospectus which would require a change
in SMC's obligations hereunder shall be subject to SMC's approval, which
shall not be unreasonably withheld.
8. DURATION AND TERMINATION OF AGREEMENT. This Agreement shall become
effective on March 31, 1989, provided that on March 29, 1989, it is
approved by a majority of the holders of the outstanding voting
securities of the Fund. This Agreement shall continue in effect until
March 1, 1990, and for successive 12-month periods thereafter, unless
terminated, provided that each such continuance is specifically approved
at least annually by (a) the vote of the majority of the entire Board of
Directors of the Fund, and the vote of the majority of those directors
who are not parties to this Agreement or interested persons (as such
terms are defined in the 0000 Xxx) of any such party cast in person at a
meeting called for the purpose of voting on such approval, or (b) by the
vote of a majority of the outstanding voting securities of the Fund (as
defined in the 1940 Act).
Upon this Agreement becoming effective, any previous Agreement between
the Fund and SMC providing for investment advisory, administrative or
transfer agency services shall concurrently terminate, except that such
termination shall not affect any fees accrued and guarantees of expenses
with respect to any period prior to termination.
This Agreement may be terminated at any time without payment of any
penalty, by the Fund upon the vote of a majority of the Fund's Board of
Directors or, by a majority of the outstanding voting securities of the
Fund, or by SMC, in each case on sixty (60) days' written notice to the
other party. This Agreement shall automatically terminate in the event
of its assignment (as such term is defined in the 1940 Act).
9. SEVERABILITY. If any clause or provision of this Agreement is determined
to be illegal, invalid or unenforceable under present or future laws
effective during the term hereof, then such clause or provision shall be
considered severed herefrom and the remainder of this Agreement shall
continue in full force and effect.
10. APPLICABLE LAW. This Agreement shall be subject to and construed in
accordance with the laws of the State of Kansas.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed by their respective officers thereto duly authorized on the day, month
and year first above written.
SECURITY INVESTMENT FUND
By XXXXXXX X. XXXXXXXX
-------------------------------------
Xxxxxxx X. Xxxxxxxx
President
(Corporate Seal)
ATTEST:
XXX X. XXX
-------------------
Secretary
SECURITY MANAGEMENT COMPANY
By XXXXXXX X. XXXXXXXX
-------------------------------------
Xxxxxxx X. Xxxxxxxx
(Corporate Seal)
ATTEST:
XXX X. XXX
-------------------
Secretary
SCHEDULE A
INVESTMENT ADVISORY, ADMINISTRATIVE SERVICES
AND TRANSFER AGENCY AGREEMENT
SCHEDULE OF ADMINISTRATIVE AND FUND ACCOUNTING FACILITIES AND SERVICES
Security Management Company agrees to provide the Fund the following
administrative facilities and services.
1. FUND AND PORTFOLIO ACCOUNTING
a. Maintenance of Fund General Ledger and Journal.
b. Preparing and recording disbursements for direct Fund expenses.
c. Preparing daily money transfers.
d. Reconciliation of all Fund bank and custodian accounts.
e. Assisting Fund independent auditors as appropriate.
f. Prepare daily projection of available cash balances.
g. Record trading activity for purposes of determining net asset values
and daily dividend.
h. Prepare daily portfolio evaluation report to value portfolio
securities and determine daily accrued income.
i. Determine the daily net asset value per share.
j. Determine the daily, monthly, quarterly, semiannual or annual dividend
per share.
k. Prepare monthly, quarterly, semiannual and annual financial
statements.
l. Provide financial information for reports to the Securities and
Exchange Commission in compliance with the provisions of the
Investment Company Act of 1940 and the Securities Act of 1933, the
Internal Revenue Service and any other regulatory agencies as
required.
m. Provide financial, yield, net asset value, etc. information to NASD
and other survey and statistical agencies as instructed by the Fund.
n. Reports to the Audit Committee of the Board of Directors, if
applicable.
2. LEGAL
a. Provide registration and other administrative services necessary to
qualify the shares of the Fund for sale in those jurisdictions
determined from time to time by the Fund's Board of Directors
(commonly known as "Blue Sky Registration").
b. Provide registration with and reports to the Securities and Exchange
Commission in compliance with the provisions of the Investment Company
Act of 1940 and the Securities Act of 1933.
c. Prepare and review Fund Prospectus and Statement of Additional
Information.
d. Prepare proxy statements and oversee proxy tabulation for annual
meetings.
e. Prepare Board materials and maintain minutes of the Board meetings.
f. Draft, review and maintain contractual agreements between Fund and
Investment Adviser, Custodian, Distributor and Transfer Agent.
g. Oversee printing of proxy statements, financial reports to
shareholders, prospectuses and Statements of Additional Information.
h. Provide legal advice and oversight regarding shareholder transactions,
administrative services, compliance with contractual agreements and
the provisions of the 1940 and 1933 Acts.
SCHEDULE OF SHARE TRANSFER AND DIVIDEND DISBURSING SERVICES
Security Management Company agrees to provide the Fund the following
transfer agency and dividend disbursing services:
1. Maintenance of shareholder accounts, including processing of new accounts.
2. Posting address changes and other file maintenance for shareholder
accounts.
3. Posting all transactions to the shareholder file, including:
a. Direct purchases
b. Wire order purchases
c. Direct redemptions
d. Wire order redemptions
e. Draft redemptions
f. Direct exchanges
g. Transfers
h. Certificate issuances
i. Certificate deposits
4. Monitor fiduciary processing, insuring accuracy and deduction of fees.
5. Prepare daily reconciliations of shareholder processing to money movement
instructions.
6. Handle bounced check collections. Immediately liquidate shares purchased
and return to the shareholder the check and confirmation of the
transaction.
7. Issuing all checks and stopping and replacing lost checks.
8. Draft clearing services.
a. Maintenance of signature cards and appropriate corporate resolutions
b. Comparison of the signature on the check to the signatures on the
signature card for the purpose of paying the face amount of the check
only
c. Receiving checks presented for payment and liquidating shares after
verifying account balance
d. Ordering checks in quantity specified by the Fund for the shareholder
9. Mailing confirmations, checks and/or certificates resulting from
transaction requests to shareholders.
10. Performing all of the Fund's other mailings, including:
a. Dividend and capital gain distributions
b. Semiannual and annual reports
c. 1099/year-end shareholder reporting
d. Systematic withdrawal plan payments
e. Daily confirmations
11. Answering all service related telephone inquiries from shareholders and
others, including:
a. General and policy inquiries (research and resolve problems)
b. Fund yield inquiries
c. Taking shareholder processing requests and account maintenance changes
by telephone as described above
d. Submit pending requests to correspondence
e. Monitor on-line statistical performance of unit
f. Develop reports on telephone activity
12. Respond to written inquiries (research and resolve problems), including:
a. Initiate shareholder account reconciliation proceeding when
appropriate
b. Notify shareholder of bounced investment checks
c. Respond to financial institutions regarding verification of deposit
d. Initiate proceedings regarding lost certificates
e. Respond to complaints and log activities
f. Correspondence control
13. Maintaining and retrieving all required past history for shareholders and
provide research capabilities as follows:
a. Daily monitoring of all processing activity to verify back-up
documentation
b. Provide exception reports
c. Microfilming
d. Storage, retrieval and archive
14. Prepare materials for annual meetings.
a. Address and mail annual proxy and related material
b. Prepare and submit to Fund an affidavit of mailing
c. Furnish certified list of shareholders (hard copy or microfilm) and
inspectors of elections
15. Report and remit as necessary for state escheat requirements.
Approved: Fund X. X. XXXXXXXX SMC X. X. XXXXXXXX
---------------------- --------------------------
AMENDMENT TO INVESTMENT MANAGEMENT AND SERVICES AGREEMENT
WHEREAS, Security Growth and Income Fund (formerly Security Investment Fund)
(the "Fund") and Security Management Company ("SMC") are parties to an
Investment Management and Services Agreement dated March 29, 1989 (the
"Agreement"), under which SMC agrees to provide investment research and advice,
general administrative, fund accounting, transfer agency and dividend disbursing
services to the Fund in return for the compensation specified in the Agreement;
WHEREAS, effective October 19, 1993, the Fund will offer its shares in two
classes, Class A shares which are currently being offered, and a new class,
Class B shares;
WHEREAS, the Fund has adopted a Distribution Plan with respect to its Class B
shares and, as a result, such shares are subject to distribution fees to which
Class A shares are not subject;
WHEREAS, the distribution fees associated with Class B shares require the
amendment of the Agreement relative to that class of shares;
WHEREAS, on October 1, 1993, the initial Class B shareholder of the Fund
approved such amendment to this Agreement;
WHEREAS, the changes to the Agreement which are contemplated by this Amendment
do not affect the interests of Class A shareholders of the Fund;
NOW, THEREFORE, the Fund and SMC hereby amend the Investment Management and
Services Agreement, dated December 8, 1988, effective October 1, 1993, as
follows:
A. SMC agrees to provide investment research and advice, general
administrative, fund accounting, transfer agency and dividend disbursing
services to the Fund pursuant to the terms and conditions set forth in the
Agreement, as amended in Section B below.
B. Paragraph 2(b) of the Agreement shall be deleted in its entirety and the
following paragraph inserted in lieu thereof:
(b) EXPENSES OF THE FUND. Anything in this Agreement to the contrary
notwithstanding, the Fund shall pay, or reimburse SMC for the payment
of, the following described expenses of the Fund whether or not billed
to the Fund, SMC or any related entity;
(i) brokerage fees and commissions;
(ii) taxes;
(iii) interest expenses;
(iv) any extraordinary expenses approved by the Board of Directors
of the Fund; and
(v) distribution fees paid under the Fund's Class B
Distribution Plan.
C. Paragraph 3(b) shall be deleted in its entirety and the following paragraph
inserted in lieu thereof:
(b) For each of the Fund's fiscal years this Agreement remains in force,
SMC agrees that if total annual expenses of the Fund, exclusive of
interest and taxes, extraordinary expenses (such as litigation) and
distribution fees paid under the Fund's Class B Distribution Plan, but
inclusive of SMC's compensation, exceed any expense limitation imposed
by state securities law or regulation in any state in which shares of
the Fund are then qualified for sale, as such regulations may be
amended from time to time, SMC will contribute to the Fund such funds
or waive such portion of its fee, adjusted monthly, as may be
requisite to insure that such annual expenses will not exceed any such
limitation. If this Agreement shall be effective for only a portion of
any fiscal year, then the maximum annual expenses shall be prorated
for such portion. Brokerage fees and commissions incurred in
connection with the purchase or sale of any securities by the Fund
shall not be deemed to be expenses within the meaning of this
paragraph (b).
IN WITNESS WHEREOF, the parties hereto have made this Amendment to the
Investment Management and Services Agreement this 1st day of October 1993.
SECURITY GROWTH AND INCOME FUND
By: X. X. XXXXXXXX
-------------------------------
ATTEST:
XXX X. XXX
--------------------------------
Xxx X. Xxx, Secretary
SECURITY MANAGEMENT COMPANY
By: X. X. XXXXXXXX
-------------------------------
ATTEST:
XXX X. XXX
--------------------------------
Xxx X. Xxx, Secretary
AMENDMENT TO
INVESTMENT MANAGEMENT AND SERVICES AGREEMENT
WHEREAS, Security Growth and Income Fund (formerly Security Investment Fund)
(the "Fund") and Security Management Company ("SMC") are parties to an
Investment Management and Services Agreement, dated March 29, 1989, as amended
(the "Agreement"), under which SMC agrees to provide investment research and
advice, general administrative, fund accounting, transfer agency and dividend
disbursing services to the Fund in return for the compensation specified in the
Agreement;
WHEREAS, on October 31, 1996, the operations of SMC, a Kansas corporation, will
be transferred to Security Management Company, LLC ("SMC, LLC"), a Kansas
limited liability company; and
WHEREAS, SMC, LLC desires to assume all rights, duties and obligations of SMC
under the Agreement.
NOW THEREFORE, in consideration of the premises and mutual agreements made
herein, the parties hereto agree as follows:
1. The Agreement is hereby amended to substitute SMC, LLC for SMC, with the
same effect as though SMC, LLC were the originally named management
company, effective November 1, 1996;
2. SMC, LLC agrees to assume the rights, duties and obligations of SMC
pursuant to the terms of the Agreement.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment to
Investment Management and Services Agreement this 1st day of November, 1996.
SECURITY GROWTH AND INCOME FUND SECURITY MANAGEMENT COMPANY, LLC
By: XXXX X. XXXXXXX By: XXXXX X. XXXXXXX
----------------------------------- ------------------------------
Xxxx X. Xxxxxxx, President Xxxxx X. Xxxxxxx, President
ATTEST: ATTEST:
XXX X. XXX XXX X. XXX
----------------------------- ---------------------------------
Xxx X. Xxx, Secretary Xxx X. Xxx, Secretary
AMENDMENT TO
INVESTMENT MANAGEMENT AND SERVICE AGREEMENT
WHEREAS, Security Growth and Income Fund (the "Fund") and Security Management
Company, LLC ("SMC, LLC") are parties to an Investment Management and Services
Agreement, dated March 29, 1989, as amended (the "Agreement"), under which SMC,
LLC agrees to provide investment research and advice, general administrative,
fund accounting, transfer agency and dividend disbursing services to the Fund in
return for the compensation specified in the Agreement;
WHEREAS, on November 6, 1998, the Board of Directors of the Fund authorized the
Fund to offer its common stock in a new class of shares designated as Class C
shares;
WHEREAS, the Fund has adopted a Distribution Plan with respect to Class C shares
and, as a result, such shares are subject to distribution fees to which Class A
and Class B shares are not subject;
WHEREAS, the distribution fees associated with Class C shares require the
amendment of this Agreement relative to that class of shares;
WHEREAS, the changes to the Agreement which are contemplated by this Amendment
do not affect the interests of Class A or Class B shareholders of the Series;
and
WHEREAS, this amendment to the Agreement is subject to the approval of the
initial shareholder of Class C shares of the Fund;
NOW, THEREFORE BE IT RESOLVED, that the Fund and SMC, LLC hereby amend the
Agreement, effective January 28, 1999, to provide that SMC, LLC shall provide
all investment advisory services, general administrative, fund accounting,
transfer agency and dividend disbursing services to the Class C share of the
Series pursuant to the terms set forth in the Agreement, as amended and as
follows.
Paragraph 2(b) shall be deleted in its entirety and the following paragraph
shall be inserted in lieu thereof:
(B) EXPENSES OF THE FUND. Anything in this Agreement to the contrary
notwithstanding, the Fund shall pay or reimburse SMC, LLC for the
payment of the following described expenses of the Fund whether or not
billed to the Fund, SMC, LLC or any related entity:
(i) brokerage fees and commissions;
(ii) taxes;
(iii) interest expenses;
(iv) any extraordinary expenses approved by the Board of Directors
of the Fund;
(v) distribution fees paid under the Fund's Class B Distribution
Plan;
(vi) distribution fees paid under the Fund's Class C Distribution
Plan.
Paragraph 3(b) shall be deleted in its entirety and the following paragraph
inserted in lieu thereof:
3. COMPENSATION OF SMC, LLC.
(b) For each of the Fund's fiscal years this Agreement remains in
force, SMC agrees that if total annual expenses of the Fund,
exclusive of interest and taxes, extraordinary expenses (such as
litigation) distribution fees paid under the Fund's Class B and
Class C Distribution Plans but inclusive of SMC's compensation,
exceed any expense limitation imposed by state securities law or
regulation in any state in which shares of the Fund are then
qualified for sale, as such regulations may be amended from time
to time, SMC will contribute to the Fund such funds or waive such
portion of its fee, adjusted monthly, as may be requisite to
insure that such annual expenses will not exceed any such
limitation. If this Agreement shall be effective for only a
portion of any fiscal year, then the maximum annual expenses shall
be prorated for such portion. Brokerage fees and commissions
incurred in connection with the purchase or sale of any securities
by the Fund shall not be deemed to be expenses within the meaning
of this paragraph (b).
IN WITNESS WHEREOF, the parties hereto have executed this Amendment to the
Investment Management and Services Agreement this 28th day of January, 1999.
SECURITY GROWTH AND INCOME FUND
By: XXXX X. XXXXXXX
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Xxxx X. Xxxxxxx, President
ATTEST:
By: XXX X. XXX
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Xxx X. Xxx, Secretary
SECURITY MANAGEMENT COMPANY, LLC
By XXXXX X. XXXXXXX
------------------------------------
Xxxxx X. Xxxxxxx, President
ATTEST:
By: XXX X. XXX
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Xxx X. Xxx, Secretary