Common use of Processing Adjustments Clause in Contracts

Processing Adjustments. In the event of any error or delay with respect to these Manual Procedures that is caused by the Fund the Fund will make any adjustments on its (or its transfer agent's) accounting system necessary to correct such error or delay. The Company will make the corresponding adjustments on its record-keeping system. The Company and the Fund will each provide the other with prompt notice of any errors or delays of the type referred to in these Manual Procedures. Investment Management ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ [LOGO] ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ August 1, 2005 ▇▇. ▇▇▇ ▇▇▇▇ Sr. Vice President, Chief Marketing Officer Security Benefit Life Insurance Company One Security Benefit Place Topeka, Kansas 66636 Dear ▇▇ ▇▇▇▇: As you know, we have entered into a participation agreement among The Universal Institutional Funds, Inc. (the "Fund"), ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Distribution, Inc., ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Investment Management Inc. and Security Benefit Life Insurance Company (the "Company"), dated August 1, 2005, as may be amended from time to time (the "Participation Agreement"), providing for the purchase by the Company of shares of certain series of the Fund ("Portfolios") on behalf of its separate account(s) to fund certain variable life and annuity contracts ("Contracts"), each as specified in the Participation Agreement. As consideration for various fund-related administrative services that the Company will provide in connection with the issuance of the Contracts ("Administrative Services"), we will pay to the Company, during the term of the Participation Agreement and for as long as the Companies' separate accounts are invested in the Fund up to two years from the effective date of the termination of the Participation Agreement, an annual fee at the following annual rates based on the average daily net assets invested in Class II Shares, of the applicable Portfolio(s) under the Contracts identified in the Participation Agreement: Equity and Income Portfolio (Class II Shares) - 0.35%-0.40% 1 ____________________ 1 In conjunction with the fee paid under the Administrative Service Agreement between ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Distribution, Inc. and Security Benefit Life Insurance Company, dated August 1,2005, the total fee payable to the Company shall be 0.40% for first $200 million in assets under management, and 0.45% on assets in excess of $200 million. Assets shall be combined for the purpose of this fee calculation to include all assets under the Participation Agreement(as that term is defined above), as well as the UIF participation agreement with First Security Benefit Life Insurance and Annuity Company of New York ("FSBL"), dated August 1, 2005, and the LIT participation agreements, dated August 1, 2005, with Security Benefit Life Insurance Company and FSBL. We acknowledge that the Administrative Services to be provided by the Company (such as shareholder communication, record keeping and postage expenses) are ones for which we, or our affiliates, as investment adviser and administrator to the Fund, would otherwise bear the cost directly. Payment will be made on a quarterly basis during the month following the end of each calendar quarter and shall be prorated for any portion of such period during which this letter agreement is in effect for less than the full quarter. The fee will be calculated based on the average daily net assets invested in Class II Shares of the applicable Portfolio(s) under the Contracts over a calendar quarter (which shall be computed by totaling daily balances during the quarter and dividing such total by the actual days in the quarter). The Company represents and agrees that it will maintain and preserve all records as required by law to be maintained and preserved in connection with providing the Administrative Services, and will otherwise comply with all laws, rules and regulations applicable to such services. The Company further agrees to provide copies of any such records maintained and preserved, as reasonably requested by us or our representatives, to enable us or the Fund to monitor and review the Administrative Services provided by the Company, or comply with any request of the Board of the Fund, or a governmental body or a self-regulatory organization. This letter agreement may be amended only upon mutual consent of the parties hereto in writing and will terminate: (i) upon mutual agreement of the parties hereto, (ii) upon thirty (30) days advance written notice by either party delivered to the other party, or (iii) automatically upon the termination of the Participation Agreement.