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EXHIBIT (6)(b)
CLASS B DISTRIBUTION AGREEMENT
CLASS B
DISTRIBUTION AGREEMENT
THIS AGREEMENT, made this 1st day of October 1993, between Security Income
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"); 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 B Shares of
the Company's $1.00 par value 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 B 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 its Class B 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 B
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 for registration thereunder but excluding any
additional costs and expenses incurred in furnishing the Distributor
with prospectuses.
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The Company will also 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 Articles of Incorporation or Bylaws) 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 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.
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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 ▇▇▇▇ ▇▇▇) of the outstanding
voting securities of the Company 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. Written
notice of any such approval by the Board of Directors or by the
holders of a majority of the outstanding voting securities of the
Company and by the directors who are not such interested persons shall
be given promptly to the Distributor.
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 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:
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Security Income Fund
Security Benefit Group Building
▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇
Security Distributors, Inc.
Security Benefit Group Building
700 ▇▇▇▇▇▇▇▇
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 Company.
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 INCOME FUND
BY: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
--------------------------
President
ATTEST:
▇▇▇ ▇. ▇▇▇
---------------
Secretary
(SEAL)
SECURITY DISTRIBUTORS, INC.
BY: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
-----------------------
President
ATTEST:
▇▇▇ ▇. ▇▇▇
---------------
Secretary
(SEAL)
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AMENDMENT TO CLASS B DISTRIBUTION AGREEMENT
WHEREAS, Security Income Fund (the "Fund") and Security Distributors, Inc. (the
"Distributor") are parties to a Class B Distribution Agreement dated October 1,
1994 (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 B common stock;
WHEREAS, on October 21, 1994, the Board of Directors of the Fund authorized the
Fund to offer its common stock in a new series designated as the Limited
Maturity Bond Series, in addition to its presently offered series of common
stock of Corporate Bond Series and U.S. Government Series;
WHEREAS, on October 21, 1994, the Board of Directors of the Fund further
authorized the Fund to offer shares of the Limited Maturity Bond Series in two
classes, designated Class A shares and Class B shares; and
WHEREAS, on October 21, 1994, the Board of Directors of the Fund approved an
amendment to the Class B Distribution Agreement between the Fund and the
Distributor to include the sale of Class B shares of the Limited Maturity Bond
Series;
NOW, THEREFORE BE IT RESOLVED, that the Fund and Distributor hereby amend the
Class B Distribution Agreement to include the sale of Class B shares of the
Limited Maturity Bond Series of the Fund.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment to the
Class B Distribution Agreement this 30th day of December 1994.
SECURITY INCOME FUND
By: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
-------------------
President
ATTEST:
▇▇▇ ▇. ▇▇▇
----------------
Secretary
SECURITY DISTRIBUTORS, INC.
By: ▇▇▇▇▇▇▇ ▇ ▇▇▇▇
-----------------------
President
ATTEST:
▇▇▇ ▇. ▇▇▇
-----------------
Secretary
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AMENDMENT TO CLASS B DISTRIBUTION AGREEMENT
WHEREAS, Security Income Fund (the "Fund") and Security Distributors, Inc. (the
"Distributor") are parties to a Class B Distribution Agreement dated October 1,
1993 (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 B common stock;
WHEREAS, on February 3, 1995, the Board of Directors of the Fund authorized the
Fund to offer its common stock in a new series designated as the Global
Aggressive Bond Series, in addition to its presently offered series of common
stock of Corporate Bond Series, Limited Maturity Bond Series and
U.S. Government Series;
WHEREAS, on February 3, 1995, the Board of Directors of the Fund further
authorized the Fund to offer shares of the Global Aggressive Bond Series in two
classes, designated Class A shares and Class B shares; and
WHEREAS, on February 3, 1995, the Board of Directors of the Fund approved an
amendment to the Class B Distribution Agreement between the Fund and the
Distributor to include the sale of Class B shares of the Global Aggressive Bond
Series;
NOW, THEREFORE BE IT RESOLVED, that the Fund and Distributor hereby amend the
Class B Distribution Agreement to include the sale of Class B shares of the
Global Aggressive Bond Series of the Fund.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment to the
Class B Distribution Agreement this 18th day of April, 1995.
ATTEST: SECURITY INCOME FUND
By: ▇▇▇ ▇. ▇▇▇ By: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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▇▇▇ ▇. ▇▇▇, Secretary ▇▇▇▇ ▇. ▇▇▇▇▇▇▇, President
ATTEST: SECURITY DISTRIBUTORS, INC.
By: ▇▇▇ ▇. ▇▇▇ By: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇
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▇▇▇ ▇. ▇▇▇, Secretary ▇▇▇▇▇▇▇ ▇. ▇▇▇▇, President
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