SUB-ADVISORY AGREEMENT
THIS AGREEMENT is made and entered into on this 14th day of May, 1999 between
SECURITY MANAGEMENT COMPANY, LLC (the "Adviser"), a Kansas limited liability
company, registered under the Investment Advisers Act of 1940, as amended (the
"Investment Advisers Act"), and Wellington Management Company, LLP (the
"Subadviser"), a Massachusetts limited liability partnership registered under
the Investment Advisers Act.
WITNESSETH:
WHEREAS, SBL Fund, a Kansas corporation, is registered with the Securities
and Exchange Commission (the "Commission") as an open-end management investment
company under the Investment Company Act of 1940, as amended (the "Investment
Company Act");
WHEREAS, SBL Fund has, pursuant to an Advisory Agreement with the Adviser
(the "Advisory Agreement"), retained the Adviser to act as investment adviser
for and to manage its assets;
WHEREAS, the Advisory Agreement permits the Adviser to delegate certain of
its duties under the Advisory Agreement to other investment advisers, subject to
the requirements of the Investment Company Act; and
WHEREAS, the Adviser desires to retain the Subadviser as subadviser for
Series K and Series M (the "Fund" or collectively, the "Funds") of SBL Fund to
act as investment adviser for and to manage each Fund's Investments (as defined
below) and the Subadviser desires to render such services.
NOW, THEREFORE, the Adviser and Subadviser do mutually agree and promise as
follows:
1. APPOINTMENT AS SUBADVISER. The Adviser hereby retains the Subadviser to
act as investment adviser for and to manage the assets of the Funds subject to
the supervision of the Adviser and the Board of Directors of SBL Fund and
subject to the terms of this Agreement; and the Subadviser hereby accepts such
employment. In such capacity, the Subadviser shall be responsible for each
Fund's Investments.
2. DUTIES OF SUBADVISER.
(a) INVESTMENTS. The Subadviser is hereby authorized and directed and
hereby agrees, subject to the stated investment policies and restrictions of
the Funds as set forth in its prospectus and statement of additional
information as currently in effect and as supplemented or amended from time
to time (collectively referred to hereinafter as the "Prospectus") and
subject to the directions of the Adviser and SBL Fund's Board to purchase,
hold and sell investments for the account of the Funds (hereinafter
"Investments") and to monitor on a continuous basis the performance of such
Investments. The Subadviser shall give the Funds the benefit of its best
efforts in rendering its services as Subadviser. The Subadviser may contract
with or consult with such banks, other securities firms, brokers or other
parties, without additional expense to the Funds, as it may deem appropriate
regarding investment advice, research and statistical data, clerical
assistance or otherwise.
(b) BROKERAGE. The Subadviser is authorized, subject to the supervision
of the Adviser and SBL Fund's Board to establish and maintain accounts on
behalf of the Funds with, and place orders for the purchase and sale of the
Funds' Investments with or through, such persons, brokers or dealers as
Subadviser may select which may include, to the extent permitted by the
Adviser and SBL Fund, brokers or dealers affiliated with the Subadviser, and
negotiate commissions to be paid on such transactions. The Subadviser agrees
that in placing such orders it shall attempt to obtain best execution,
provided that, the Subadviser may, on behalf of the Funds, pay brokerage
commissions to a broker which provides brokerage and research services to the
Subadviser in excess of the amount another broker would have charged for
effecting the transaction, provided (i) the Subadviser determines in good
faith that the amount is reasonable in relation to the value of the brokerage
and research services provided by the executing broker in terms of the
particular transaction or in terms of the Subadviser's overall
responsibilities with respect to the Funds and the accounts as to which the
Subadviser exercises investment discretion, (ii) such payment is made in
compliance with Section 28(e) of the Securities Exchange Act of 1934, as
amended, and any other applicable laws and regulations, and (iii) in the
opinion of the Subadviser, the total commissions paid by the Funds will be
reasonable in relation to the benefits to the Funds over the long term. In
reaching such determination, the Subadviser will not be required to place or
attempt to place a specific dollar value on the brokerage and/or research
services provided or being provided by such broker. It is recognized that the
services provided by such brokers may be useful to the Subadviser in
connection with the Subadviser's services to other clients. On occasions when
the Subadviser deems the purchase or sale of a security to be in the best
interests of the Funds as well as other clients of the Subadviser, the
Subadviser, to the extent permitted by applicable laws and regulations, may,
but shall be under no obligation to, aggregate the securities to be sold or
purchased in order to obtain the most favorable price or lower brokerage
commissions and efficient execution. In such event, allocation of securities
so sold or purchased, as well as the expenses incurred in the transaction,
will be made by the Subadviser in the manner the Subadviser considers to be
the most equitable and consistent with its fiduciary obligations to the Funds
and to such other clients. The Subadviser will report on such allocations at
the request of the Adviser, SBL Fund or SBL Fund's Board providing such
information as the number of aggregated trades to which the Fund was a party,
the broker(s) to whom such trades were directed and the basis of the
allocation for the aggregated trades. Subject to the foregoing provisions of
this subsection 2(b) and at the direction of the Adviser or the Funds, the
Subadviser may also consider sales of fund shares as a factor in the
selection of brokers or dealers for the Fund's portfolio transactions.
(c) SECURITIES TRANSACTIONS. The Subadviser and any affiliated person of
the Subadviser will not purchase securities or other instruments from or sell
securities or other instruments to the Funds ("Principal Transactions");
PROVIDED, HOWEVER, the Subadviser may enter into a Principal Transaction with
a Fund if (i) the transaction is permissible under applicable laws and
regulations, including, without limitation, the Investment Company Act and
the Investment Advisers Act and the rules and regulations promulgated
thereunder, and (ii) the transaction or category of transactions receives the
express written approval of the Adviser.
The Subadviser agrees to observe and comply with Rule 17j-1 under
the Investment Company Act and its Code of Ethics, as the same may be amended
from time to time. The Subadviser agrees to provide the Adviser and SBL Fund
with a copy of such Code of Ethics.
(d) BOOKS AND RECORDS. The Subadviser will maintain all books and
records required to be maintained pursuant to the Investment Company Act and
the rules and regulations promulgated thereunder solely with respect to
transactions made by it on behalf of the Funds including, without limitation,
the books and records required by Subsections (b)(1), (5), (6), (7), (9),
(10) and (11) and Subsection (f) of Rule 31a-1 under the Investment Company
Act and shall timely furnish to the Adviser all information relating to the
Subadviser's services hereunder needed by the Adviser to keep such other
books and records of the Funds required by Rule 31a-1 under the Investment
Company Act. The Subadviser will also preserve all such books and records for
the periods prescribed in part (e) of Rule 31a-2 under the Investment Company
Act, and agrees that such books and records shall remain the sole property of
the Funds and shall be immediately surrendered to the Funds upon request. The
Subadviser further agrees that all books and records maintained hereunder
shall be made available to the Funds or the Adviser at any time upon
reasonable request and notice, including telecopy, during any business day.
(e) INFORMATION CONCERNING INVESTMENTS AND SUBADVISER. From time to time
as the Adviser or the Funds may request, the Subadviser will furnish the
requesting party reports on portfolio transactions and reports on Investments
held in the portfolios, all in such detail as the Adviser or SBL Fund may
reasonably request. The Subadviser will make available its officers and
employees to meet with SBL Fund's Board of Directors at SBL Fund's principal
place of business on due notice to review the Investments of the Funds.
The Subadviser will also provide such information as is customarily
provided by a subadviser and may be required for the Funds or the Adviser to
comply with their respective obligations under applicable laws, including,
without limitation, the Internal Revenue Code of 1986, as amended (the
"Code"), the Investment Company Act, the Investment Advisers Act, the
Securities Act of 1933, as amended (the "Securities Act") and any state
securities laws, and any rule or regulation thereunder.
During the term of this Agreement, the Adviser agrees to furnish
the Subadviser at its principal office all registration statements, proxy
statements, reports to stockholders, sales literature or other materials
prepared for distribution to stockholders of the Funds, the SBL Fund or the
public that refer to the Subadviser for Subadviser's review and approval. The
Subadviser shall be deemed to have approved all such materials unless the
Subadviser reasonably objects by giving notice to the Adviser in writing
within five business days (or such other period as may be mutually agreed)
after receipt thereof. The Subadviser's right to object to such materials is
limited to the portions of such materials that expressly relate to the
Subadviser, its services and its clients. The Adviser agrees to use its
reasonable best efforts to ensure that materials prepared by its employees or
agents or its affiliates that refer to the Subadviser or its clients in any
way are consistent with those materials previously approved by the Subadviser
as referenced in this paragraph. Sales literature may be furnished to the
Sub-Adviser by first class or overnight mail, facsimile transmission
equipment or hand delivery
(f) CUSTODY ARRANGEMENTS. The Subadviser shall provide the Funds'
custodian, on each business day with information relating to all transactions
concerning the Funds' assets.
(g) COMPLIANCE WITH APPLICABLE LAWS AND GOVERNING DOCUMENTS. In all
matters relating to the performance of this Agreement, the Subadviser and its
directors, officers, partners, employees and interested persons shall act in
conformity with SBL Fund's Articles of Incorporation, By-Laws, and currently
effective registration statement and with the written instructions and
directions of SBL Fund's Board and the Adviser, and shall comply with the
requirements of the Investment Company Act, the Investment Advisers Act, the
Commodity Exchange Act, the rules thereunder, and all other applicable
federal and state laws and regulations.
In carrying out its obligations under this Agreement, the
Subadviser shall ensure that, based on the information available to the
Subadviser, each Fund complies with all applicable statutes and regulations
necessary to qualify the Fund as a Regulated Investment Company under
Subchapter M of the Code (or any successor provision), and shall notify the
Adviser immediately upon having a reasonable basis for believing that the
Fund has ceased to so qualify or that it might not so qualify in the future.
In carrying out its obligations under this Agreement, the
Subadviser shall invest the assets of the Funds in such a manner as to ensure
that, based on the information available to the Subadviser, each Fund
complies with the diversification provisions of Section 817(h) of the Code
(or any successor provision) and the regulations issued thereunder relating
to the diversification requirements for variable insurance contracts and any
prospective amendments or other modifications to Section 817 or regulations
thereunder. Subadviser shall notify the Adviser immediately upon having a
reasonable basis for believing that a Fund has ceased to comply and will take
all reasonable steps to adequately diversify the Fund so as to achieve
compliance within the grace period afforded by Regulation 1.817-5.
The Adviser has furnished the Subadviser with copies of each of the
following documents and will furnish the Subadviser at its principal office
all future amendments and supplements to such documents, if any, as soon as
practicable after such documents become available: (i) the Articles of
Incorporation of SBL Fund, (ii) the By-Laws of SBL Fund, (iii) SBL Fund's
registration statement under the Investment Company Act and the Securities
Act of 1933, as amended, as filed with the Commission, and (iv) any written
instructions of the SBL Fund Board and the Adviser.
(h) VOTING OF PROXIES. The Subadviser shall direct the custodian as to
how to vote such proxies as may be necessary or advisable in connection with
any matters submitted to a vote of shareholders of securities held by the
Funds.
3. INDEPENDENT CONTRACTOR. In the performance of its duties hereunder, the
Subadviser is and shall be an independent contractor and unless otherwise
expressly provided herein or otherwise authorized in writing, shall have no
authority to act for or represent SBL Fund or the Adviser in any way or
otherwise be deemed an agent of SBL Fund or the Adviser.
4. COMPENSATION. The Adviser shall pay to the Subadviser, for the services
rendered hereunder, the fees set forth in Exhibit A to this Agreement.
5. EXPENSES. The Subadviser shall bear all expenses incurred by it in
connection with its services under this Agreement and will, from time to time,
at its sole expense employ or associate itself with such persons as it believes
to be particularly fitted to assist it in the execution of its duties hereunder.
However, the Subadviser shall not assign or delegate any of its investment
management duties under this Agreement without the approval of the Adviser and
SBL Fund's Board.
6. REPRESENTATIONS AND WARRANTIES OF SUBADVISER. The Subadviser represents
and warrants to the Adviser and the Funds as follows:
(a) The Subadviser is registered as an investment adviser under the
Investment Advisers Act;
(b) The Subadviser will immediately notify the Adviser of the occurrence
of any event that would disqualify the Subadviser from serving as an
investment adviser of an investment company pursuant to Section 9(a) of the
Investment Company Act;
(c) The Subadviser is fully authorized to serve as Subadviser to the
Funds and to perform the services described under this Agreement.;
(d) The Subadviser is a limited liability partnership duly organized and
validly existing under the laws of the Commonwealth of Massachusetts with the
power to own and possess its assets and carry on its business as it is now
being conducted;
(e) The execution, delivery and performance by the Subadviser of this
Agreement are within the Subadviser's powers and have been duly authorized by
all necessary action on the part of its shareholders, and no action by or in
respect of, or filing with, any governmental body, agency or official is
required on the part of the Subadviser for the execution, delivery and
performance by the Subadviser of this Agreement, and the execution, delivery
and performance by the Subadviser of this Agreement do not contravene or
constitute a default under (i) any provision of applicable law, rule or
regulation, (ii) the Subadviser's governing instruments, or (iii) any
agreement, judgment, injunction, order, decree or other instrument binding
upon the Subadviser;
(f) This Agreement is a valid and binding agreement of the Subadviser;
(g) The Form ADV of the Subadviser previously provided to the Adviser is
a true and complete copy of the form filed with the Commission and the
information contained therein is accurate and complete in all material
respects as of its filing date, and does not omit to state any material fact
necessary in order to make the statements made, in light of the circumstances
under which they were made, not misleading;
7. NON-EXCLUSIVITY. The services of the Subadviser with respect to the Fund
are not deemed to be exclusive, and the Subadviser and its officers shall be
free to render investment advisory and administrative or other services to
others (including other investment companies) and to engage in other activities
so long as its duties hereunder are not impaired thereby.
8. REPRESENTATIONS AND WARRANTIES OF ADVISER. The Adviser represents and
warrants to the Subadviser as follows:
(a) The Adviser is registered as an investment adviser under the
Investment Advisers Act;
(b) The Adviser has filed a notice of exemption pursuant to Rule 4.14
under the CEA with the Commodity Futures Trading Commission (the "CFTC") and
the National Futures Association;
(c) The Adviser is a limited liability company duly organized and
validly existing under the laws of the State of Kansas with the power to own
and possess its assets and carry on its business as it is now being
conducted;
(d) The execution, delivery and performance by the Adviser of this
Agreement and the Advisory Agreement are within the Adviser's powers and have
been duly authorized by all necessary action on the part of its members, and
no action by or in respect of, or filing with, any governmental body, agency
or official is required on the part of the Adviser for the execution,
delivery and performance by the Adviser of this Agreement, and the execution,
delivery and performance by the Adviser of this Agreement do not contravene
or constitute a default under (i) any provision of applicable law, rule or
regulation, (ii) the Adviser's governing instruments, or (iii) any agreement,
judgment, injunction, order, decree or other instrument binding upon the
Adviser;
(e) This Agreement and the Advisory Agreement are valid and binding
agreements of the Adviser;
(f) The Form ADV of the Adviser previously provided to the Subadviser is
a true and complete copy of the form filed with the Commission and the
information contained therein is accurate and complete in all material
respects as of its filing date and does not omit to state any material fact
necessary in order to make the statements made, in light of the circumstances
under which they were made, not misleading;
(g) The Adviser acknowledges that it received a copy of the Subadviser's
Form ADV at least 48 hours prior to the execution of this Agreement.
9. SURVIVAL OF REPRESENTATIONS AND WARRANTIES; DUTY TO UPDATE INFORMATION.
All representations and warranties made by the Subadviser and the Adviser
pursuant to Sections 6 and 8 hereof shall survive for the duration of this
Agreement and the parties hereto shall promptly notify each other in writing
upon becoming aware that any of the foregoing representations and warranties are
no longer true.
10. LIABILITY AND INDEMNIFICATION.
(a) LIABILITY. In the absence of willful misfeasance, bad faith or
negligence on the part of the Subadviser or a breach of its duties hereunder,
the Subadviser shall not be subject to any liability to the Adviser, SBL
Fund, or the Funds or any of the Funds' shareholders, and, in the absence of
willful misfeasance, bad faith or negligence on the part of the Adviser or a
breach of its duties hereunder, the Adviser shall not be subject to any
liability to the Subadviser, for any act or omission in the case of, or
connected with, rendering services hereunder or for any losses that may be
sustained in the purchase, holding or sale of Investments; PROVIDED, HOWEVER,
that nothing herein shall relieve the Adviser and the Subadviser from any of
their respective obligations under applicable law, including, without
limitation, the federal and state securities laws and the CEA. The Subadviser
shall not be liable to the Adviser, SBL Fund or the Funds for any losses that
may be sustained as a result of delays in or inaccuracy of information about
the Funds provided to the Subadviser by or on behalf of the Adviser or the
Funds' Custodian.
(b) INDEMNIFICATION. The Subadviser shall indemnify the Adviser, SBL
Fund and the Funds, and their respective officers and directors, for any
liability and expenses, including attorneys' fees, which may be sustained by
the Adviser, SBL Fund or the Funds, as a result of the Subadviser's willful
misfeasance, bad faith, negligence, breach of its duties hereunder or
violation of applicable law, including, without limitation, the federal and
state securities laws or the CEA. The Adviser shall indemnify the Subadviser
and its officers and partners, for any liability and expenses, including
attorneys' fees, which may be sustained as a result of the Adviser's, SBL
Fund's or the Funds' willful misfeasance, bad faith, negligence, breach of
its duties hereunder or violation of applicable law, including, without
limitation, the federal and state securities laws or the CEA.
11. DURATION AND TERMINATION.
(a) DURATION. This Agreement shall become effective upon the date first
above written, provided that this Agreement shall not take effect with
respect to SBL Fund unless it has first been approved (i) by a vote of a
majority of those directors of SBL 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 on such approval, and (ii) by vote of a majority of
SBL Fund's outstanding voting securities. This Agreement shall continue in
effect for a period of two years from the date hereof, subject thereafter to
being continued in force and effect from year to year with respect to each
Fund if specifically approved each year by either (i) the Board of Directors
of SBL Fund, or (ii) by the affirmative vote of a majority of each Fund's
outstanding voting securities. In addition to the foregoing, each renewal of
this Agreement with respect to each Fund must be approved by the vote of a
majority of SBL Fund's directors 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 on such approval. Prior to voting on the renewal of
this Agreement, the Board of Directors of each Fund may request and evaluate,
and the Subadviser shall furnish, such information as may reasonably be
necessary to enable the Fund's Board of Directors to evaluate the terms of
this Agreement.
(b) TERMINATION. Notwithstanding whatever may be provided herein to the
contrary, this Agreement may be terminated at any time, without payment of
any penalty:
(i) By vote of a majority of the Board of Directors of SBL Fund, or
by vote of a majority of the outstanding voting securities of each Fund,
or by the Adviser, in each case, upon sixty (60) days' written notice to
the Subadviser;
(ii) By the Adviser upon breach by the Subadviser of any
representation or warranty contained in Section 6 hereof, which shall
not have been cured during the notice period, upon twenty (20) days
written notice;
(iii) By the Adviser immediately upon written notice to the
Subadviser if the Subadviser becomes unable to discharge its duties and
obligations under this Agreement; or
(iv) By the Subadviser upon 90 days written notice to the Adviser
and the Fund.
This Agreement shall not be assigned (as such term is defined in the
Investment Company Act) without the prior written consent of the parties hereto.
This Agreement shall terminate automatically in the event of its assignment
without such consent or upon the termination of the Advisory Agreement.
12. DUTIES OF THE ADVISER. The Adviser shall continue to have responsibility
for all services to be provided to the Funds pursuant to the Advisory Agreement
and shall oversee and review the Subadviser's performance of its duties under
this Agreement.
13. AMENDMENT. This Agreement may be amended by mutual consent of the
parties, provided that the terms of each such amendment with respect to the
Funds shall be approved by the Board of Directors of the Funds or by a vote of a
majority of the outstanding voting securities of the Funds.
14. NOTICE. Any notice that is required to be given by the parties to each
other (or to the Fund) under the terms of this Agreement shall be in writing,
delivered, or mailed postpaid to the other party, or transmitted by facsimile
with acknowledgment of receipt, to the parties at the following addresses or
facsimile numbers, which may from time to time be changed by the parties by
notice to the other party:
(a) If to the Subadviser:
Wellington Management Company, LLP
▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: Regulatory Affairs Department
Facsimile: ▇▇▇-▇▇▇-▇▇▇▇
(b) Copy to: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, President & CEO
(c) If to the Adviser:
Security Management Company, LLC
▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
Attention: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, President
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
(d) If to SBL Fund:
SBL Fund
▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
Attention: ▇▇▇ ▇. ▇▇▇, Secretary
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
15. GOVERNING LAW; JURISDICTION. Except as indicated in Section 19(b) of this
Agreement, this Agreement shall be governed by and construed in accordance with
the internal laws of the State of Kansas.
16. COUNTERPARTS. This Agreement may be executed in one or more counterparts,
all of which shall together constitute one and the same instrument.
17. CAPTIONS. The captions herein are included for convenience of reference
only and shall be ignored in the construction or interpretation hereof.
18. SEVERABILITY. If any provision of this Agreement shall be held or made
invalid by a court decision or applicable law, the remainder of the Agreement
shall not be affected adversely and shall remain in full force and effect.
19. CERTAIN DEFINITIONS.
(a) "BUSINESS DAY." As used herein, business day means any customary
business day in the United States on which the New York Stock Exchange is
open.
(b) MISCELLANEOUS. Any question of interpretation of any term or
provision of this Agreement having a counterpart in or otherwise derived from
a term or provision of the Investment Company Act shall be resolved by
reference to such term or provision of the Investment Company Act and to
interpretations thereof, if any, by the U.S. courts or, in the absence of any
controlling decisions of any such court, by rules, regulation or order of the
Commission validly issued pursuant to the Investment Company Act.
Specifically, as used herein, "investment company," "affiliated person,"
"interested person," "assignment," "broker," "dealer" and "affirmative vote
of the majority of the Fund's outstanding voting securities" shall all have
such meaning as such terms have in the Investment Company Act. The term
"investment adviser" shall have such meaning as such term has in the
Investment Advisers Act and the Investment Company Act, and in the event of a
conflict between such Acts, the most expansive definition shall control. In
addition, where the effect of a requirement of the Investment Company Act
reflected in any provision of this Agreement is relaxed by a rule, regulation
or order of the Commission, whether of special or general application, such
provision shall be deemed to incorporate the effect of such rule, regulation
or order.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the
day and year first written above.
SECURITY MANAGEMENT COMPANY, LLC
By: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: President
Attest: ▇▇▇ ▇. ▇▇▇
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Name: ▇▇▇ ▇. ▇▇▇
Title: Secretary
Subadviser
By: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Title: President
Attest: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Assistant Vice President
EXHIBIT A
Compensation
SERIES K OF SBL FUND
As full compensation for the services provided by the Subadviser to Series K
hereunder, Adviser shall pay Subadviser an annual fee equal to the percentage of
the average daily closing value of the net assets of Series K of SBL Fund,
computed on a daily basis and payable monthly as follows:
AVERAGE DAILY NET
ASSETS OF SERIES K ANNUAL RATE
------------------ -----------
$0 to $50 million .50%
Over $50 million .40%
If this Agreement shall be effective for only a portion of a year, the
Subadviser's compensation for said year shall be prorated for such portion. For
purposes of calculating the compensation to be paid hereunder, the value of the
net assets of Series K shall be computed in the same manner at the end of the
business day as the value of such net assets is computed in connection with the
determination of the net asset value of the Series' shares as described in the
Prospectus for Series K. Payment for the Subadviser's compensation for the
preceding month shall be made as promptly as possible after the end of each
month. Notwithstanding anything in this Agreement to the contrary, the
Subadviser's fee hereunder shall not exceed .40% of Series K's average net
assets for the one-year period following the execution of this Agreement.
SERIES M OF SBL FUND
As full compensation for the services provided by the Subadviser to Series M
hereunder, Adviser shall pay Subadviser an annual fee equal to the percentage of
the average daily closing value of the net assets of Series M of SBL Fund,
computed on a daily basis and payable monthly as follows:
AVERAGE DAILY NET
ASSETS OF SERIES M ANNUAL RATE
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$0 to $50 million .50%
Over $50 million to $100 million .40%
Over $100 million to $250 million .35%
Over $250 million .30%
If this Agreement shall be effective for only a portion of a year, the
Subadviser's compensation for said year shall be prorated for such portion. For
purposes of calculating the compensation to be paid hereunder, the value of the
net assets of Series M shall be computed in the same manner at the end of the
business day as the value of such net assets is computed in connection with the
determination of the net asset value of the Series' shares as described in the
Prospectus for Series M. Payment for the Subadviser's compensation for the
preceding month shall be made as promptly as possible after the end of each
month. Notwithstanding anything in this Agreement to the contrary, the
Subadviser's fee hereunder shall not exceed .45% of Series M's average net
assets for the one-year period following the execution of this Agreement.