FEE WAIVER AGREEMENT
THIS AGREEMENT, dated as of January 1, 2007, is made and entered into by
and between SBL Fund (the "Company"), on behalf of certain investment portfolios
of the Company set forth in Schedule A (each a "Fund" and collectively the
"Funds"), and Security Management Company, LLC (the "Advisor").
WHEREAS, the Advisor has been appointed the investment adviser to the Funds
pursuant to an Investment Advisory Contract dated January 27, 2000, as amended,
between the Company, on behalf of the Funds, and the Advisor (the "Advisory
Agreement"); and
WHEREAS, the Company and the Advisor desire to enter into the arrangements
described herein relating to certain fee waivers for certain of the Funds;
NOW, THEREFORE, the Company and the Advisor hereby agree as follows:
1. The Advisor hereby agrees to waive a portion of its fee under the
Advisory Agreement with respect to each Fund as set forth on Schedule A until
December 31, 2008.
2. (a) This Agreement shall in all cases be interpreted in a manner
consistent with the requirements of Revenue Procedure 96-47, 1996-2 CB 338, and
Revenue Procedure 99-40, I.R.B. 1999-46, 565 so as to avoid any possibility that
any Fund is deemed to have paid a preferential dividend. In the event of any
conflict between any term of this Agreement and the previous sentence, the
previous sentence shall control.
(b) In case a Fund has multiple classes of shares, any amount of fees
waived pursuant to the terms of this Agreement shall be allocated among the
classes of shares of the Fund in accordance with the terms of the Fund's
multiple class plan pursuant to Rule 18f-3 under the Investment Company Act of
1940.
3. This Agreement shall terminate as of December 31, 2008.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date first above written.
SBL FUND SECURITY MANAGEMENT COMPANY, LLC
By: XXXXXXX X. XXXXX By: XXXXXXX X. XXXXX
Name: XXXXXXX X. XXXXX Name: XXXXXXX X. XXXXX
Title: PRESIDENT Title: PRESIDENT
SCHEDULE A
DATED JANUARY 1, 2007
FUND NAME FEE WAIVER
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Diversified Income Fund (Series E) 0.15%
Enhanced Index Fund (Series H) 0.25%
