DISTRIBUTION AGREEMENT
THIS AGREEMENT, made this _____ day of December, 1993, between SECURITY
BENEFIT LIFE INSURANCE COMPANY, a Kansas corporation, (hereinafter the
"Company") and SECURITY DISTRIBUTORS, INC., a Kansas corporation, (hereinafter
the "Distributor"),
WITNESSETH:
WHEREAS, the Company is engaged in business as a mutual life insurance
company;
WHEREAS, the Company, on its behalf and on behalf of Security Varilife
Separate Account (hereinafter the "Separate Account"), a segregated asset
account of the Company, entered into a Purchase Agreement with SBL Fund
(hereinafter the "Fund"), pursuant to which the Fund will serve as an investment
vehicle for the variable life insurance policies issued from the Separate
Account;
WHEREAS, the Distributor is a broker-dealer registered with the Securities
and Exchange Commission (hereinafter the "SEC") under the Securities Exchange
Act of 1934, as amended, and a member of the National Association of Securities
Dealers, Inc.,
WHEREAS, the Company desires to retain the Distributor to solicit for sale,
and accept applications for variable life insurance policies issued by the
Separate Account (hereinafter the "Variable Policies") for submission to the
Company, provided there is an effective registration statement relating to said
Variable Policies, and to deliver the Variable Policies after sales;
WHEREAS, the Distributor is willing to act as principal underwriter for the
Company to offer for sale, sell and deliver after sale, the Variable Policies;
NOW THEREFORE, in consideration of the mutual covenants and agreements herein
contained, the parties agree as follows:
ARTICLE 1. EMPLOYMENT OF DISTRIBUTOR. The Company hereby employs the
Distributor to act as principal underwriter for the Variable Policies and hereby
agrees that during the term of this Distribution Agreement (hereinafter the
"Agreement"), or until any termination thereof, the Distributor shall have the
exclusive right to offer for sale and to distribute any and all Variable
Policies offered by the Company. The Distributor hereby accepts such employment
and agrees to act as the distributor of the Variable Policies offered or to be
offered by the Company during the period this Agreement is in effect and agrees
during such period to offer for sale such Variable Policies as long as such
Variable Policies remain available for sale, and an effective registration
statement is on file with the SEC, unless the Distributor is unable legally to
make such offer for sale as the result of any law or governmental regulation.
ARTICLE 2. COMPENSATION. Commissions in the amounts set forth on Schedule A
of this Agreement for the sale of Variable Policies, shall be payable monthly,
except that in the event that a Variable Policy is returned to the Company
within the "free look" period, the Distributor agrees to promptly repay the full
amount of such commissions to the Company.
ARTICLE 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 registration of the Separate Account under the Investment
Company Act of 1940 (hereinafter the "1940 Act") and the registration of
interests in the Variable Policies under the Securities Act of 1933 (hereinafter
the "1933 Act"), 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 shall also pay all
costs, expenses and fees incurred in connection with the qualification of the
Variable Policies under the applicable insurance and Blue Sky laws of the states
in which the Variable Policies 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
for existing policyholders) and confirmations (except for reinvest dividends),
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 Variable
Policies; and
(b) All clerical and administrative costs in processing the applications for
and in connection with the sale of Variable Policies.
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
Variable Policies.
ARTICLE 4. 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, and the rules and regulations of the SEC under said
statutes; and in strict accordance with all applicable state Blue Sky and
insurance laws and the rules and regulations thereunder; and in strict
accordance with the provisions of the Articles of Incorporation and Bylaws of
the Company.
ARTICLE 5. DURATION AND TERMINATION OF AGREEMENT. This Agreement shall become
effective on the date that the Variable Policies prospectuses, reflecting the
underwriting arrangements provided by this Agreement, shall become effective
under the 1933 Act, and shall continue in force unless terminated as provided
herein. This Agreement may be terminated as follows:
(a) at the option the Company upon 60 days' written notice to the
Distributor;
(b) at the option of the Distributor upon 60 day's written notice to the
Company; and
(c) upon the mutual agreement by both parties to this Agreement.
Furthermore, 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.
ARTICLE 6. ASSIGNABILITY. This Agreement shall be nonassignable by the
parties hereto, except that a party may assign its rights to any subsidiary of
or any company under common control with the party, provided that the assignee
is duly licensed and otherwise competent to perform all functions required of
the party under this Agreement.
ARTICLE 7. MODIFICATION OF AGREEMENT. This Agreement may not be modified in
any way except by written agreement signed by the Company and the Distributor.
ARTICLE 8. HEADINGS. The headings in this Agreement are included for
convenience of reference only and in no way define or delineate any of the
provisions hereof or otherwise affect their construction or effect.
ARTICLE 9. SEVERABILITY. If any provision or provisions of this Agreement
shall be held or made invalid by a court decision, statute, rule or otherwise,
the remainder of this Agreement shall not be affected thereby.
ARTICLE 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 or registered 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 hereafter 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 Benefit Life Insurance Company
000 XX Xxxxxxxx Xxxxxx
Xxxxxx, XX 00000
Security Distributors, Inc.
000 XX Xxxxxxxx Xxxxxx
Xxxxxx, XX 00000
IN WITNESS WHEREOF, the parties hereto 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 BENEFIT LIFE INSURANCE COMPANY
By:
---------------------------------
Xxxxxx X. Xxxxxx
President and CEO
Attest:
-------------------------
Xxxxx X. Xxxxx
Secretary
SECURITY DISTRIBUTORS, INC.
By:
------------------------------------
Xxxxxx X. Xxxxxx
President and CEO
Attest:
-------------------------
Xxx X. Xxx
Secretary
