DISTRIBUTION AGREEMENT
This Agreement ("Agreement") is made on the 27th day of January, 2000, by and
between SBL Fund (the "Fund") and Security Distributors, Inc. ("SDI").
WHEREAS, the Fund is an open-end, diversified management investment company
registered under the Investment Company Act of 1940, as amended (the "1940
Act"); and
WHEREAS, the Fund is authorized to issue shares of beneficial interest
("Shares") in separate series (the "Series") with each such Series representing
interests in a separate portfolio of securities and other assets; and
WHEREAS, pursuant to Rule 12b-1 under the 1940 Act, the Fund has adopted a
Brokerage Enhancement Plan (the "Brokerage Plan" or the "Plan"), under which the
Fund may, subject to the requirement to seek best price and execution, direct
Security Management Company, LLC or any sub-adviser of a Series (each a
"Sub-Advisor") to allocate brokerage in a manner intended to increase the
distribution of the Fund's shares; and
WHEREAS, in order to effect the purposes of the Plan, the Fund wishes to enter
into a distribution agreement with SDI with respect to the Series listed on
Exhibit A (attached hereto) which may from time to time be amended; and
WHEREAS, SDI wishes to render the services hereunder to the Fund;
NOW THEREFORE, in consideration of the mutual promises and covenants hereinafter
set forth, the parties hereto agree as follows:
1. Appointment and Acceptance. The Fund hereby appoints SDI as distributor of
the Shares of the Series set forth on Schedule A on the terms and for the
period set forth in this Agreement, and SDI hereby accepts such appointment
and agrees to render the services and undertake the duties set forth
herein.
2. General Provisions.
(a) In performing its duties as distributor, SDI will act in conformity
with the registration statement of the Fund on Form N-1A ("the
Prospectus"), as amended from time to time and with any instructions
received from the Board of Directors of the Fund (the "Board"), the
requirements of the Securities Act of 1933, as amended (the
"Securities Act"), the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), the 1940 Act, and all other applicable federal
and state laws and regulations.
(b) SDI holds itself available to receive orders for the purchase or
redemption of Shares and will accept or reject orders to purchase or
redeem such Shares on behalf of the Fund in accordance with the
provisions of the Prospectus, and will transmit such orders as are so
accepted to the Fund's transfer agent promptly for processing.
(c) SDI shall not be obligated to sell any certain number of Shares.
Except as provided in this Agreement, no commission or other fee will
be paid to SDI in connection with the sale of Shares.
3. SDI Expenses. During the term of this Agreement, SDI will bear all its
expenses incurred in complying with this Agreement including the following
expenses:
(a) costs of sales presentations, preparation and delivery of advertising
and sales literature, and any other marketing efforts by SDI in
connection with the distribution or sale of Shares; and
(b) any compensation paid to employees of SDI in connection with the
distribution or sale of the Shares.
Notwithstanding anything in this Agreement to the contrary, SDI may be
reimbursed for expenses, may pay for expenses, or otherwise use the
payments, credits, benefits or other services available under the Brokerage
Plan to cover the expenses incurred under this Agreement to the extent
permitted by the terms of the Brokerage Plan.
4. Fund Expenses. The Fund shall bear all of its expenses including, but not
limited to:
(a) preparation and setting in type, printing and distributing reports and
other communications, proxies, prospectuses and statements of
additional of information to existing shareholders;
(b) registration of the Fund's Shares with the Securities and Exchange
Commission, and registration or notification of the sale of the Shares
with any applicable state securities commissioners; and
(c) qualification of the Fund's Shares for sale in jurisdictions
designated by SDI.
5. Sale of Shares by Distributor.
(a) SDI agrees that (i) all Shares sold by SDI pursuant to this Agreement
shall be sold at the net asset value as described in the Fund's
Prospectus and (ii) the Fund shall receive 100% of such net asset
value.
(b) All orders received by SDI and transmitted to the Fund shall be
subject to acceptance and confirmation by the Fund.
6. Brokerage Plan. In accordance with the terms of the Brokerage Plan, the
Fund, on behalf of a Series, shall make available to SDI, amounts derived
from brokerage commissions paid by the Series in connection with its
portfolio transactions. Such amounts shall be expended by SDI to finance
the distribution related activities described in the Plan. The Fund, on
behalf of a Series, shall also make available to SDI, the payments,
brokerage credits, benefits or other services received from broker-dealers
executing portfolio transactions on behalf of a Series. Such payments,
credits, benefits or other services shall be used by SDI to finance the
distribution related activities described in the Plan.
7. Reservation of Right Not to Sell. The Fund reserves the right to refuse at
any time or times to sell any of its Shares for any reason deemed adequate
by it.
8. Construction of Agreement.
(a) No provision of this Agreement is intended to or shall be construed as
protecting SDI against any liability to the Fund to the Fund's
security holders to which SDI would otherwise be subject by reason of
willful misfeasance, bad faith or gross negligence in the performance
of its duties under this Agreement.
(b) Terms or words used in the Agreement, which also occur in the Articles
of Incorporation or Bylaws of the Fund, shall have the same meaning
herein as given to such terms or words in the Articles of
Incorporation or Bylaws of the Fund.
9. Effective Date and Termination of this Agreement. This Agreement shall
become effective at the date and time that the Fund's Prospectus,
reflecting the underwriting arrangements provided by this Agreement, shall
become effective under the Securities 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 ▇▇▇▇
▇▇▇) of the outstanding voting securities of the applicable Series of the
Fund and, in either event, by the vote of a majority of the directors of
the Fund 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 Fund by giving SDI at least sixty (60) days' previous
written notice of such intention to terminate. This Agreement may be
terminated by SDI at any time by giving the Fund 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.
10. Notices. Notices of any kind to be given to SDI by the Fund shall be in
writing and shall be duly given if mailed, first class postage prepaid, or
delivered to ▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇, or at such other
address or to such individual as shall be specified by SDI to the Fund.
Notices of any kind to be given to the Fund shall be in writing and shall
be duly given if mailed, first class postage prepaid, or delivered to ▇▇▇
▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇ or at such other address or to such
individual as shall be specified by the Fund.
11. Non-Exclusivity. The services of SDI to the Fund under this Agreement are
not to be deemed exclusive, and SDI shall be free to render similar
services or other services to others so long as its services hereunder are
not impaired thereby.
12. Reports. SDI shall prepare reports for the Board of Directors of the Fund
on a quarterly basis showing such information as shall be reasonably
requested by the Board from time to time.
13. Independent Contractor. SDI shall for all purposes herein provided be
deemed to be an independent contractor and, unless otherwise expressly
provided or authorized, shall have no authority to act for or represent the
Fund in any way other than as specifically set forth herein. It is
understood and agreed that SDI, by separate agreement with the Fund, may
also serve the Fund in other capacities.
14. Counterparts. This Agreement may be executed in one or more counterparts,
each of which shall be deemed to be an original.
15. Governing Law. This Agreement shall be governed by the laws of Kansas,
provided that nothing herein shall be construed in a manner inconsistent
with the 1940 Act, the Exchange Act, the Securities Act, or any rule or
order of the Securities and Exchange Commission to any national or regional
self-regulating organization, such as the National Association of
Securities Dealers.
16. Severability. If any provision 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 and, to this extent, the
provisions of this Agreement shall be deemed to be severable.
IN WITNESS WHEREOF, the parties hereto have caused this instrument to be
executed by their officers designated below as of the day and year first above
written.
SBL FUND
By: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
--------------------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Vice President
ATTEST:
By: ▇▇▇ ▇. ▇▇▇
------------------------------
▇▇▇ ▇. ▇▇▇, Secretary
SECURITY DISTRIBUTORS, INC.
By: ▇▇▇▇▇▇▇ ▇ ▇▇▇▇
--------------------------------
▇▇▇▇▇▇▇ ▇ ▇▇▇▇, President
ATTEST:
By: ▇▇▇ ▇. ▇▇▇
------------------------------
▇▇▇ ▇. ▇▇▇, Secretary
EXHIBIT A
SBL FUND
Series A (Growth Series)
Series B (Growth-Income Series)
Series C (Money Market Series)
Series D (Worldwide Equity Series)
Series E (High Grade Income Series)
Series H (Enhanced Index Series)
Series I (International Series)
Series J (Mid Cap Series)
Series K (Global Strategic Income Series)
Series M (Global Total Return Series)
Series N (Managed Asset Allocation Series)
Series O (Equity Income Series)
Series P (High Yield Series)
Series S (Social Awareness Series)
Series V (Value Series)
Series X (Small Cap Series)
Series Y (Select 25 Series)
January 27, 2000
AMENDMENT TO DISTRIBUTION AGREEMENT
WHEREAS, SBL Fund (the "Fund") and Security Distributors, Inc. ("SDI") are
parties to a Distribution Agreement dated January 27, 2000 (the "Distribution
Agreement"), under which SDI acts as distributor of the Fund; and
WHEREAS, on February 4, 2000, the Board of Directors of the Fund authorized the
Fund to offer its common stock in five new series designated as Series G, Series
L, Series Q, Series T and Series W; and
WHEREAS, on February 4, 2000, the Board of Directors approved the amendment of
the Distribution Agreement to provide that SDI would act as distributor of
Series G, Series L, Series Q, Series T and Series W under the terms and
conditions of the Distribution Agreement;
NOW, THEREFORE BE IT RESOLVED, that the Fund and SDI hereby amend the
Distribution Agreement, dated January 27, 2000, as follows, effective May 1,
2000:
1. Exhibit A shall be deleted in its entirety and the attached Exhibit A
inserted in lieu thereof.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment to the
Distribution Agreement this 1st day of May, 2000.
SBL FUND
By: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
---------------------------------
▇▇▇▇ ▇. ▇▇▇▇▇▇▇, President
ATTEST:
▇▇▇ ▇. ▇▇▇
-----------------------------------
▇▇▇ ▇. ▇▇▇, Secretary
SECURITY DISTRIBUTORS, INC.
By: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
---------------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, President
ATTEST:
▇▇▇ ▇. ▇▇▇
-----------------------------------
▇▇▇ ▇. ▇▇▇, Secretary
SBL FUND
DISTRIBUTION AGREEMENT
EXHIBIT A
Series A
Series B
Series C
Series D
Series E
Series G
Series H
Series I
Series J
Series K
Series L
Series M
Series N
Series O
Series P
Series Q
Series S
Series T
Series V
Series W
Series X
Series Y
May 1, 2000
AMENDMENT TO DISTRIBUTION AGREEMENT
WHEREAS, SBL Fund (the "Fund") and Security Distributors, Inc. ("SDI") are
parties to a Distribution Agreement dated January 27, 2000, as amended May 1,
2000 (the "Distribution Agreement"), under which SDI acts as distributor of the
Fund; and
WHEREAS, on May 3, 2002, the Board of Directors of the Fund approved the
reorganization and liquidation of certain of the Series of the Fund so that
Series K, Global Strategic Income Series was acquired by Series P, High Yield
Series; Series L, Capital Growth Series, was acquired by Series G, Large Cap
Growth Series; and Series M, Global Total Return Series, was acquired by Series
D, Global Series effective August 28, 2002; and
WHEREAS, on May 3, 2002, the Board of Directors approved the amendment of the
Distribution Agreement to delete said Series K, L, and M from the terms and
conditions of the Distribution Agreement; and
WHEREAS, on November 8, 2002, the Board of Directors of the Fund authorized the
Fund to issue its common stock in a new series designated as Series Z, Alpha
Opportunity, to be effective May 1, 2003; and
WHEREAS, on November 8, 2002, the Board of Directors approved the amendment of
the Distribution Agreement to provide that SDI would act as distributor of
Series Z, Alpha Opportunity, under the terms and conditions of the Distribution
Agreement.
NOW, THEREFORE IT IS BY THE PARTIES HERETO AGREED that the Distribution
Agreement is hereby amended, as follows, effective May 1, 2003:
1. Exhibit A shall be deleted in its entirety and the attached Exhibit A
inserted in lieu thereof.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment to the
Distribution Agreement this 8th day of November, 2002.
SBL FUND
By: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
--------------------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, President
ATTEST:
▇▇▇ ▇. ▇▇▇
--------------------------
▇▇▇ ▇. ▇▇▇, Secretary
SECURITY DISTRIBUTORS, INC.
By: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
--------------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, President
ATTEST:
▇▇▇ ▇. ▇▇▇
---------------------------
▇▇▇ ▇. ▇▇▇, Secretary
SBL FUND
DISTRIBUTION AGREEMENT
EXHIBIT A
Series A
Series B
Series C
Series D
Series E
Series G
Series H
Series I
Series J
Series N
Series O
Series P
Series Q
Series S
Series T
Series V
Series W
Series X
Series Y
Series Z
November 8, 2002