Common use of Compliance with Applicable Laws and Governing Documents Clause in Contracts

Compliance with Applicable Laws and Governing Documents. In all matters relating to the performance of this Agreement, the Subadviser and its members, officers, partners, employees and interested persons shall act in conformity in all material respects with each Fund’s Articles of Incorporation, By-Laws, and currently effective registration statement and with the written instructions and directions of each Fund’s Board of Directors and the Adviser, after receipt of such documents from the relevant Fund, and shall comply in all material respects with the requirements of the Investment Company Act solely with regard to those matters within its control and based on information available to it, the Investment Advisers Act, the rules thereunder, and all other applicable federal and state laws and regulations applicable to investment advisers. In carrying out its obligations under this Agreement, the Subadviser shall, solely with regard to those matters within its control and based on information available to it (i) invest the assets of the Fund in such a manner that each Fund complies with Section 851(b)(2) and Section 851(b)(3) of Subchapter M of the Code (or any successor provision), and (ii) invest the assets of Series Z of SBL Fund in such a manner that Series Z 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 qualify as a Regulated Investment Company under Subchapter M of the Internal Revenue Code (or any successor or similar provision) or Series Z has ceased to comply with Section 817(h) and, with respect to Section 817(h), shall take all reasonable steps to adequately diversify Series Z 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 each Fund, (ii) the By-Laws of each Fund, (iii) each Fund’s registration statement under the Investment Company Act and the Securities Act, as filed with the Commission, and (iv) any written instructions of the respective Fund’s Board of Directors and the Adviser. The Subadviser shall not be held responsible for compliance with any document described above unless and until such document has been received by the Subadviser.

Compliance with Applicable Laws and Governing Documents. In all matters relating to the performance of this Agreement, the Subadviser and its membersdirectors, officers, partners, employees and interested persons shall act in conformity in all material respects with each Fund’s 's Articles of Incorporation, By-Laws, and currently effective registration statement and with the written instructions and directions of each the respective Fund’s 's Board of Directors and the Adviser, after receipt of such documents from the relevant Fund, and shall comply in all material respects with the requirements of the Investment Company Act solely with regard to those matters within its control and based on information available to itAct, the Investment Advisers Act, the Commodity Exchange Act (the "CEA"), the rules thereunder, and all other applicable federal and state laws and regulations applicable to investment advisersregulations. In carrying out its obligations under this Agreement, the Subadviser shall, solely with regard to those matters within its control and based on information available to it (i) invest the assets of the Fund in such a manner control, ensure that each Fund complies with Section 851(b)(2) all applicable statutes and Section 851(b)(3) of regulations necessary to qualify the Fund as a Regulated Investment Company under Subchapter M of the Code (or any successor provision), and (ii) shall notify the Adviser immediately upon having a reasonable basis for believing that a 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 Series Z of SBL Fund I in such a manner as to ensure that Series Z the 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 the Fund has ceased to qualify as a Regulated Investment Company under Subchapter M of the Internal Revenue Code (or any successor or similar provision) or Series Z has ceased to comply with Section 817(h) and, with respect to Section 817(h), shall and will take all reasonable steps to adequately diversify Series Z 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 each Fund, (ii) the By-Laws of each Fund, Fund and (iii) each Fund’s 's registration statement under the Investment Company Act and the Securities ActAct of 1933, as amended, as filed with the Commission, and (iv) any written instructions of the respective Fund’s Board of Directors and the Adviser. The Subadviser shall not be held responsible for compliance with any document described above unless and until such document has been received by the Subadviser.

Compliance with Applicable Laws and Governing Documents. In all matters relating to the performance of this Agreement, the Subadviser and its membersdirectors, officers, partners, employees and interested persons shall act in conformity in all material respects with each the Fund’s 's Articles of Incorporation, By-Laws, and currently effective registration statement and with the written instructions and directions of each the Fund’s 's Board of Directors and the Adviser, after receipt of such documents from the relevant Fund, and shall comply in all material respects with the requirements of the Investment Company Act solely with regard to those matters within its control and based on information available to itAct, the Investment Advisers Act, the Commodity Exchange Act, the rules thereunder, and all other applicable federal and state laws and regulations applicable to investment advisersregulations. In carrying out its obligations under this Agreement, the Subadviser shall, solely with regard to those matters within its control and based on information available to it (i) invest control, ensure that the assets of the Fund in such a manner that each Fund complies with Section 851(b)(2) all applicable statutes and Section 851(b)(3) of regulations necessary to qualify the Fund as a Regulated Investment Company under Subchapter M of the Code (or any successor provision), and (ii) shall notify the Adviser immediately upon having a reasonable basis for believing that a 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 Series Z of SBL the Fund in such a manner as to ensure that Series Z the 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 the Fund has ceased to qualify as a Regulated Investment Company under Subchapter M of the Internal Revenue Code (or any successor or similar provision) or Series Z has ceased to comply with Section 817(h) and, with respect to Section 817(h), shall and will take all reasonable steps to adequately diversify Series Z 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 each the Fund, (ii) the By-Laws of each Fund, the Fund and (iii) each the Fund’s 's registration statement under the Investment Company Act and the Securities ActAct of 1933, as amended, as filed with the Commission, and (iv) any written instructions of the respective Fund’s Board of Directors and the Adviser. The Subadviser shall not be held responsible for compliance with any document described above unless and until such document has been received by the Subadviser.

Compliance with Applicable Laws and Governing Documents. In all matters relating to the performance of this Agreement, the Subadviser and its membersdirectors, officers, partners, employees and interested persons shall act in conformity in all material respects with each SBL Fund’s 's Articles of Incorporation, By-Laws, and currently effective registration statement and with the written instructions and directions of each SBL Fund’s 's Board of Directors and the Adviser, after receipt of such documents from the relevant Fund, and shall comply in all material respects with the requirements of the Investment Company Act solely with regard to those matters within its control and based on information available to itAct, the Investment Advisers Act, the Commodity Exchange Act, the rules thereunder, and all other applicable federal and state laws and regulations applicable to investment advisersregulations. In carrying out its obligations under this Agreement, the Subadviser shallshall ensure that, solely with regard to those matters within its control and based on the information available to it (i) invest the assets of Subadviser, the Fund in such a manner that each Fund complies with Section 851(b)(2) all applicable statutes and Section 851(b)(3) of regulations necessary to qualify the Fund as a Regulated Investment Company under Subchapter M of the Code (or any successor provision), and (ii) 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 Series Z of SBL the Fund in such a manner as to ensure that Series Z the 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 the Fund has ceased to qualify as a Regulated Investment Company under Subchapter M of the Internal Revenue Code (or any successor or similar provision) or Series Z has ceased to comply with Section 817(h) and, with respect to Section 817(h), shall and will take all reasonable steps to adequately diversify Series Z 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 each SBL Fund, (ii) the By-Laws of each SBL Fund, (iii) each SBL Fund’s 's registration statement under the Investment Company Act and the Securities ActAct of 1933, as amended, as filed with the Commission, and (iv) any written instructions of the respective Fund’s SBL Fund Board of Directors and the Adviser. The Subadviser shall not be held responsible for compliance with any document described above unless and until such document has been received by the Subadviser.

Compliance with Applicable Laws and Governing Documents. In all matters relating to the performance of this Agreement, the Subadviser and its membersdirectors, officers, partners, employees and interested persons shall act in conformity in all material respects with each the Fund’s 's Articles of Incorporation, By-Laws, and currently effective registration statement and with the written instructions and directions of each the Fund’s 's Board of Directors and the Adviser, after receipt of such documents from the relevant Fund, and shall comply in all material respects with the requirements of the Investment Company Act solely with regard to those matters within its control and based on information available to itAct, the Investment Advisers Act, the Commodity Exchange Act (the "CEA"), the rules thereunder, and all other applicable federal and state laws and regulations applicable to investment advisersregulations. In carrying out its obligations under this Agreement, the Subadviser shall, solely with regard to those matters within its control and based on information available to it (i) invest control, ensure that the assets of the Fund in such a manner that each Fund complies with Section 851(b)(2) all applicable statutes and Section 851(b)(3) of regulations necessary to qualify the Fund as a Regulated Investment Company under Subchapter M of the Code (or any successor provision), and (ii) 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 Series Z of SBL the Fund in such a manner as to ensure that Series Z the 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 the Fund has ceased to qualify as a Regulated Investment Company under Subchapter M of the Internal Revenue Code (or any successor or similar provision) or Series Z has ceased to comply with Section 817(h) and, with respect to Section 817(h), shall and will take all reasonable steps to adequately diversify Series Z 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 each the Fund, (ii) the By-Laws of each Fund, the Fund and (iii) each the Fund’s 's registration statement under the Investment Company Act and the Securities ActAct of 1933, as amended, as filed with the Commission, and (iv) any written instructions of the respective Fund’s Board of Directors and the Adviser. The Subadviser shall not be held responsible for compliance with any document described above unless and until such document has been received by the Subadviser.

Compliance with Applicable Laws and Governing Documents. In all matters relating to the performance of this Agreement, the Subadviser and its membersdirectors, officers, partners, employees and interested persons shall act in conformity in all material respects with each Fund’s 's Articles of Incorporation, By-Laws, and currently effective registration statement and with the written instructions and directions of each the resepctive Fund’s 's Board of Directors and the Adviser, after receipt of such documents from the relevant Fund, and shall comply in all material respects with the requirements of the Investment Company Act solely with regard to those matters within its control and based on information available to itAct, the Investment Advisers Act, the Commodity Exchange Act, the rules thereunder, and all other applicable federal and state laws and regulations applicable to investment advisersregulations. In carrying out its obligations under this Agreement, the Subadviser shallshall ensure that, solely with regard to those matters within its control and based on the information available to it (i) invest the assets of the Fund in such a manner that Subadviser, each Fund complies with Section 851(b)(2) all applicable statutes and Section 851(b)(3) of regulations necessary to qualify the Fund as a Regulated Investment Company under Subchapter M of the Code (or any successor provision), and (ii) 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 Series Z of SBL Fund T in such a manner that as to ensure that, based on the information available to the Subadviser, Series Z T 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 qualify as a Regulated Investment Company under Subchapter M of the Internal Revenue Code (or any successor or similar provision) or Series Z T has ceased to comply with Section 817(h) and, with respect to Section 817(h), shall and will take all reasonable steps to adequately diversify Series Z T 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 each Fund, (ii) the By-Laws of each Fund, (iii) each Fund’s 's registration statement under the Investment Company Act and the Securities ActAct of 1933, as amended, as filed with the Commission, and (iv) any written instructions of the respective Fund’s 's Board of Directors and the Adviser. The Subadviser shall not be held responsible for compliance with any document described above unless and until such document has been received by the Subadviser.

Compliance with Applicable Laws and Governing Documents. In all matters relating to the performance of this Agreement, the Subadviser and its membersdirectors, officers, partners, employees and interested persons shall act in conformity in all material respects with each SBL Fund’s 's Articles of Incorporation, By-Laws, and currently effective registration statement and with the written instructions and directions of each SBL Fund’s 's Board of Directors and the Adviser, after receipt of such documents from the relevant Fund, and shall comply in all material respects with the requirements of the Investment Company Act solely with regard to those matters within its control and based on information available to itAct, the Investment Advisers Act, the Commodity Exchange Act, the rules thereunder, and all other applicable federal and state laws and regulations applicable to investment advisersregulations. In carrying out its obligations under this Agreement, the Subadviser shall, solely with regard to those matters within its control and based on information available to it (i) invest shall ensure that the assets of the Fund in such a manner that each Fund complies with Section 851(b)(2) all applicable statutes and Section 851(b)(3) of regulations necessary to qualify the Fund as a Regulated Investment Company under Subchapter M of the Code (or any successor provision), and (ii) 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 Series Z of SBL Fund D in such a manner as to ensure that Series Z the 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 the Fund has ceased to qualify as a Regulated Investment Company under Subchapter M of the Internal Revenue Code (or any successor or similar provision) or Series Z has ceased to comply with Section 817(h) and, with respect to Section 817(h), shall and will take all reasonable steps to adequately diversify Series Z 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 each SBL Fund, (ii) the By-Laws of each SBL Fund, (iii) each SBL Fund’s 's registration statement under the Investment Company Act and the Securities ActAct of 1933, as amended, as filed with the Commission, and (iv) any written instructions of the respective Fund’s SBL Fund Board of Directors and the Adviser. The Subadviser shall not be held responsible for compliance with any document described above unless and until such document has been received by the Subadviser.

Compliance with Applicable Laws and Governing Documents. In all matters relating to the performance of this Agreement, the Subadviser and its membersdirectors, officers, partners, employees and interested persons shall act in conformity in all material respects with each Fund’s 's Articles of Incorporation, By-Laws, and currently effective registration statement and with the written instructions and directions of each Fund’s 's Board of Directors and the Adviser, after receipt of such documents documents, from the relevant Fund, and shall comply in all material respects with the requirements of the Investment Company Act solely with regard to those matters within its control and based on information available to itAct, the Investment Advisers Act, the Commodity Exchange Act (the "CEA"), the rules thereunder, and all other applicable federal and state laws and regulations applicable to investment advisersregulations. In carrying out its obligations under this Agreement, the Subadviser shall, solely with regard to those matters within its control shall ensure that the Global Series and based on information available the portion of Series D allocated to it (i) invest by the assets of the Fund in such a manner that Adviser complies with all applicable statutes and regulations necessary to qualify each Fund complies with Section 851(b)(2(or portion thereof in the case of Series D) and Section 851(b)(3) of 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 a Fund (iior portion thereof in the case of Series D) 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 portion of the assets of Series Z of SBL Fund D allocated to it by the Adviser in such a manner as to ensure that Series Z such portion 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 enacted 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 the portion of Series D allocated to qualify as a Regulated Investment Company under Subchapter M of the Internal Revenue Code (or any successor or similar provision) or Series Z Subadvser has ceased to comply with Section 817(h) and, with respect to Section 817(h), shall and will take all reasonable steps to adequately diversify the assets of Series Z D allocated to, 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 each Fund, (ii) the By-Laws of each Fund, (iii) each Fund’s 's registration statement under the Investment Company Act and the Securities ActAct of 1933, as amended, as filed with the Commission, and (iv) any written instructions of the respective Fund’s 's Board of Directors and the Adviser. The Subadviser shall not be held responsible for compliance with any document described above unless and until such document has been received by the Subadviser.

Compliance with Applicable Laws and Governing Documents. In all matters relating to the performance of this Agreement, the Subadviser and its membersdirectors, officers, partners, employees and interested persons shall act in conformity in all material respects with each Fund’s 's Articles of Incorporation, By-Laws, and currently effective registration statement and with the written instructions and directions of each the respective Fund’s 's Board of Directors and the Adviser, after receipt of such documents from the relevant Fund, and shall comply in all material respects with the requirements of the Investment Company Act solely with regard to those matters within its control and based on information available to itAct, the Investment Advisers Act, the Commodity Exchange Act (the "CEA"), the rules thereunder, and all other applicable federal and state laws and regulations applicable to investment advisersregulations. In carrying out its obligations under this Agreement, the Subadviser shall, solely with regard to those matters within its control and based on information available to it (i) invest the assets of the Fund in such a manner control, ensure that each Fund complies with Section 851(b)(2) all applicable statutes and Section 851(b)(3) of regulations necessary to qualify the Fund as a Regulated Investment Company under Subchapter M of the Code (or any successor provision), and (ii) shall notify the Adviser immediately upon having a reasonable basis for believing that a 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 Series Z of SBL Fund H and Series I in such a manner as to ensure that Series Z each such 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 either Fund has ceased to qualify as a Regulated Investment Company under Subchapter M of the Internal Revenue Code (or any successor or similar provision) or Series Z has ceased to comply with Section 817(h) and, with respect to Section 817(h), shall and will take all reasonable steps to adequately diversify Series Z such 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 each Fund, (ii) the By-Laws of each Fund, Fund and (iii) each Fund’s 's registration statement under the Investment Company Act and the Securities ActAct of 1933, as amended, as filed with the Commission, and (iv) any written instructions of the respective Fund’s Board of Directors and the Adviser. The Subadviser shall not be held responsible for compliance with any document described above unless and until such document has been received by the Subadviser.

Compliance with Applicable Laws and Governing Documents. In all matters relating to the performance of this Agreement, the Subadviser and its membersdirectors, officers, partners, employees and interested persons shall act in conformity in all material respects with each Fund’s 's Articles of Incorporation, By-Laws, and currently effective registration statement and with the written instructions and directions of each Fund’s 's Board of Directors and the Adviser, after receipt of such documents documents, from the relevant Fund, and shall comply in all material respects with the requirements of the Investment Company Act solely with regard to those matters within its control and based on information available to itAct, the Investment Advisers Act, the Commodity Exchange Act (the "CEA"), the rules thereunder, and all other applicable federal and state laws and regulations applicable to investment advisersregulations. In carrying out its obligations under this Agreement, the Subadviser shallshall ensure that, solely with regard to those matters within its control and based on information available to it (i) invest the assets of the Fund in such a manner that each Fund complies with Section 851(b)(2) all applicable statutes and Section 851(b)(3) of regulations necessary to qualify such Fund as a Regulated Investment Company under Subchapter M of the Code (or any successor provision), and (ii) shall notify the Adviser immediately upon having a reasonable basis for believing that a 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 Series Z X of SBL Fund in such a manner as to ensure that Series Z X 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 enacted 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 qualify as a Regulated Investment Company under Subchapter M of the Internal Revenue Code (or any successor or similar provision) or Series Z X has ceased to comply with Section 817(h) and, with respect to Section 817(h), shall and will take all reasonable steps to adequately diversify Series Z X 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 each Fund, (ii) the By-Laws of each Fund, (iii) each Fund’s 's registration statement under the Investment Company Act and the Securities ActAct of 1933, as amended, as filed with the Commission, and (iv) any written instructions of the respective Fund’s 's Board of Directors and the Adviser. The Subadviser shall not be held responsible for compliance with any document described above unless and until such document has been received by the Subadviser.

Compliance with Applicable Laws and Governing Documents. In all matters relating to the performance of this Agreement, the Subadviser and its members, officers, partners, employees and interested persons shall act in conformity in all material respects with each Fund’s 's Articles of Incorporation, By-Laws, and currently effective registration statement and with the written instructions and directions of each Fund’s 's Board of Directors and the Adviser, after receipt of such documents documents, from the relevant Fund, and shall comply in all material respects with the requirements of the Investment Company Act solely with regard to those matters within its control and based on information available to itAct, the Investment Advisers Act, the Commodity Exchange Act (the "CEA"), the rules thereunder, and all other applicable federal and state laws and regulations applicable to investment advisersregulations. In carrying out its obligations under this Agreement, the Subadviser shall, solely with regard to those matters within its control and based on information available to it (i) invest the assets of the Fund in such a manner that each Fund complies with Section 851(b)(2) and Section 851(b)(3) of Subchapter M of the Code (or any successor provision), and (ii) invest the assets of Series Z of SBL Fund in such a manner that Series Z 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 qualify as a Regulated Investment Company under Subchapter M of the Internal Revenue Code (or any successor or similar provision) or Series Z has ceased to comply with Section 817(h) and, with respect to Section 817(h), shall take all reasonable steps to adequately diversify Series Z 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 each Fund, (ii) the By-Laws of each Fund, (iii) each Fund’s 's registration statement under the Investment Company Act and the Securities Act, as filed with the Commission, and (iv) any written instructions of the respective Fund’s 's Board of Directors and the Adviser. The Subadviser shall not be held responsible for compliance with any document described above unless and until such document has been received by the Subadviser.

Compliance with Applicable Laws and Governing Documents. In all matters relating to the performance of its duties and obligations under this Agreement, the Subadviser and its membersSub-Adviser shall with respect to Sub-Adviser Assets, officers, partners, employees and interested persons shall act in conformity in all material respects with each Fundthe Trust’s Articles Declaration of Incorporation, Trust and By-LawsLaws (each dated November 27, 2007), the Prospectus, and currently effective registration statement the Instructions, will conform to and comply with the written instructions and directions of each Fund’s Board of Directors and the Adviser, after receipt of such documents from the relevant Fund, and shall comply in all material respects with the applicable requirements of the Investment Company Act solely with regard to those matters within its control and based on information available to it, the Investment Advisers 1940 Act, the rules thereunderAdvisers Act, and all other applicable federal and state laws and regulations applicable regulations, and will use reasonable efforts to provide information (upon reasonable request) to the Adviser related to a Fund’s requirement to comply with the gross income and diversification requirements of Sections 851(b)(2) and 851(b)(3) of the Internal Revenue Code of 1986, as amended (the “Code”). Notwithstanding the foregoing, the Adviser acknowledges that it is solely responsible for evaluating a Fund’s requirements pursuant to Section 851(b)(3) and Section 851(b)(2) of the Code. The Adviser will provide the Sub-Adviser with a copy of the minutes of the meetings of the Board to the extent they may affect a Fund or the duties of the Sub-Adviser, and with the copies of any financial statements or reports made by a Fund to its shareholders, and any further materials or information which the Sub-Adviser may reasonably request to enable it to perform its functions under this Agreement. The Adviser shall provide the Sub-Adviser such information as may reasonably be necessary for the Sub-Adviser to fulfill its compliance obligations under the immediately previous paragraph. The Adviser will provide the Sub-Adviser with reasonable (not less than 45 days) advance notice, in writing, of any change in a Fund’s investment advisers. In carrying out objectives, policies and restrictions as stated in the Prospectus, and the Sub-Adviser shall, in the performance of its duties and obligations under this Agreement, manage the Subadviser shallSub-Adviser Assets consistent with such changes. In addition to such notice, solely with regard the Adviser shall provide to those matters within its control and based on the Sub-Adviser a copy of a modified Prospectus reflecting such changes. The Sub-Adviser hereby agrees to provide to the Adviser in a timely manner, in writing, upon the Adviser’s written request, such information available to it (i) invest the assets of the Fund in such a manner that each Fund complies with Section 851(b)(2) and Section 851(b)(3) of Subchapter M of the Code (or any successor provision), and (ii) invest the assets of Series Z of SBL Fund in such a manner that Series Z 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 Sub-Adviser and its relationship to, and actions for, a Fund required by law to be contained in the Prospectus or in the Trust’s registration statement on Form N-1A, as the same may be amended from time to time (“Registration Statement”). The Sub-Adviser agrees that any prospective amendments or other modifications such information provided to Section 817 or regulations thereunder. Subadviser shall notify the Adviser immediately specifically for inclusion in the Prospectus will be accurate in all material respects and not contain any omission of a material fact known or which should have been known to the Sub-Adviser and was required to be stated therein or necessary to make the statements therein not misleading, unless such statement or omission was made in reliance upon having a reasonable basis information furnished to the Sub-Adviser or to any affiliated person of the Sub-Adviser by the Adviser or the Trust. The Adviser shall provide the Sub-Adviser with complete copies of each Registration Statement, application for believing that a Fund has ceased to qualify as a Regulated Investment Company under Subchapter M of exemptive relief, request for no-action relief or any order or response thereafter made with the SEC or the Internal Revenue Code (or any successor or similar provision) or Series Z has ceased to comply with Section 817(h) and, Service with respect to Section 817(h)the Trust, shall take all reasonable steps to adequately diversify Series Z so as to achieve compliance within the grace period afforded by Regulation 1.817Sub-5. The Adviser Assets, or any Fund that has furnished the Subadviser with copies of Sub-Adviser Assets, promptly after 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 each Fund, (ii) the By-Laws of each Fund, (iii) each Fund’s registration statement under the Investment Company Act and the Securities Act, as filed with the Commission, and (iv) any written instructions of the respective Fund’s Board of Directors and the Adviser. The Subadviser shall not be held responsible for compliance with any filing or document described above unless and until such document has been received by the Subadviseris made or submitted.

Compliance with Applicable Laws and Governing Documents. In all matters relating to the performance of this Agreement, the Subadviser and its membersdirectors, officers, partners, employees and interested persons shall act in conformity in all material respects with each Fund’s 's Articles of Incorporation, By-Laws, and currently effective registration statement and with the written instructions and directions of each the respective Fund’s 's Board of Directors and the Adviser, after receipt of such documents from the relevant Fund, and shall comply in all material respects with the requirements of the Investment Company Act solely with regard to those matters within its control and based on information available to itAct, the Investment Advisers Act, the Commodity Exchange Act (the "CEA"), the rules thereunder, and all other applicable federal and state laws and regulations applicable to investment advisersregulations. In carrying out its obligations under this Agreement, the Subadviser shall, solely with regard to those matters within its control and based on information available to it (i) invest the assets of the Fund in such a manner control, ensure that each Fund complies with Section 851(b)(2) all applicable statutes and Section 851(b)(3) of regulations necessary to qualify the Fund as a Regulated Investment Company under Subchapter M of the Code (or any successor provision), and (ii) shall notify the Adviser immediately upon having a reasonable basis for believing that a 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 Series Z of SBL Fund H in such a manner as to ensure that Series Z it 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 qualify as a Regulated Investment Company under Subchapter M of the Internal Revenue Code (or any successor or similar provision) or Series Z H has ceased to comply with Section 817(h) and, with respect to Section 817(h), shall and will take all reasonable steps to adequately diversify such Series Z H 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 each Fund, (ii) the By-Laws of each Fund, Fund and (iii) each Fund’s 's registration statement under the Investment Company Act and the Securities ActAct of 1933, as amended, as filed with the Commission, Commission and (iv) any written instructions of the respective policies, procedures and/or restrictions that are currently in effect for each Fund’s Board of Directors and the Adviser. The Subadviser shall not be held responsible for compliance with any document described above unless and until such document has been received by the Subadviser.

Compliance with Applicable Laws and Governing Documents. In all matters relating to the performance of this Agreement, the Subadviser and its membersdirectors, officers, partners, employees and interested persons shall act in conformity in all material respects with each Fund’s 's Articles of Incorporation, By-Laws, and currently effective registration statement and with the written instructions and directions of each the respective Fund’s 's Board of Directors and the Adviser, after receipt of such documents from the relevant Fund, and shall comply in all material respects with the requirements of the Investment Company Act solely with regard to those matters within its control and based on information available to itAct, the Investment Advisers Act, the Commodity Exchange Act (the "CEA"), the rules thereunder, and all other applicable federal and state laws and regulations applicable to investment advisersregulations. In carrying out its obligations under this Agreement, the Subadviser shall, solely with regard to those matters within its control and based on information available to it (i) invest the assets of the Fund in such a manner control, ensure that each Fund complies with Section 851(b)(2) all applicable statutes and Section 851(b)(3) of regulations necessary to qualify the Fund as a Regulated Investment Company under Subchapter M of the Code (or any successor provision), and (ii) shall notify the Adviser immediately upon having a reasonable basis for believing that a 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 Series Z of SBL Fund I and Series H in such a manner as to ensure that Series Z complies those funds comply 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 qualify as a Regulated Investment Company under Subchapter M one or both of the Internal Revenue Code (or any successor or similar provision) or Series Z such funds has ceased to comply with Section 817(h) and, with respect to Section 817(h), shall and will take all reasonable steps to adequately diversify Series Z each such 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 each Fund, (ii) the By-Laws of each Fund, Fund and (iii) each Fund’s 's registration statement under the Investment Company Act and the Securities ActAct of 1933, as amended, as filed with the Commission, and (iv) any written instructions of the respective Fund’s Board of Directors and the Adviser. The Subadviser shall not be held responsible for compliance with any document described above unless and until such document has been received by the Subadviser.

Compliance with Applicable Laws and Governing Documents. In all matters relating to the performance of this Agreement, the Subadviser and its membersdirectors, officers, partners, employees and interested persons shall act in conformity in all material respects with each SBL Fund’s 's Articles of Incorporation, By-Laws, and currently effective registration statement and with the written instructions and directions of each SBL Fund’s 's Board of Directors and the Adviser, after receipt of such documents from the relevant Fund, and shall comply in all material respects with the requirements of the Investment Company Act solely with regard to those matters within its control and based on information available to itAct, the Investment Advisers Act, the Commodity Exchange Act, the rules thereunder, and all other applicable federal and state laws and regulations applicable to investment advisersregulations. In carrying out its obligations under this Agreement, the Subadviser shall, solely with regard to those matters within its control and based on information available to it (i) invest shall ensure that the assets of the Fund in such a manner that each Fund complies with Section 851(b)(2) all applicable statutes and Section 851(b)(3) of regulations necessary to qualify the Fund as a Regulated Investment Company under Subchapter M of the Code (or any successor provision), and (ii) 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 Series Z of SBL Fund W in such a manner as to ensure that Series Z the 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 the Fund has ceased to qualify as a Regulated Investment Company under Subchapter M of the Internal Revenue Code (or any successor or similar provision) or Series Z has ceased to comply with Section 817(h) and, with respect to Section 817(h), shall and will take all reasonable steps to adequately diversify Series Z 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 each SBL Fund, (ii) the By-Laws of each SBL Fund, (iii) each SBL Fund’s 's registration statement under the Investment Company Act and the Securities ActAct of 1933, as amended, as filed with the Commission, and (iv) any written instructions of the respective Fund’s SBL Fund Board of Directors and the Adviser. The Notwithstanding the foregoing, the Subadviser shall not be held responsible for have no responsibility to monitor compliance with any document described above limitations or restrictions for which information from the Adviser or its authorized agent is necessary to enable the Subadviser to monitor compliance with such limitations or restrictions, unless such information is provided to the Subadviser in writing and until such document has been received by the Subadviseras otherwise agreed upon.

Compliance with Applicable Laws and Governing Documents. In all matters relating to the performance of this Agreement, the Subadviser and its membersdirectors, officers, partners, employees and interested persons shall act in conformity in all material respects with each SBL Fund’s 's Articles of Incorporation, By-Laws, and currently effective registration statement and with the written instructions and directions of each SBL Fund’s 's Board of Directors and the Adviser, after receipt of such documents from the relevant Fund, and shall comply in all material respects with the requirements of the Investment Company Act solely with regard to those matters within its control and based on information available to itAct, the Investment Advisers Act, the Commodity Exchange Act, the rules thereunder, and all other applicable federal and state laws and regulations applicable to investment advisersregulations. In carrying out its obligations under this Agreement, the Subadviser shallshall ensure that, solely with regard to those matters within its control and based on the information available to it (i) invest the assets of the Fund in such a manner that Subadviser, each Fund complies with Section 851(b)(2) all applicable statutes and Section 851(b)(3) of regulations necessary to qualify the Fund as a Regulated Investment Company under Subchapter M of the Code (or any successor provision), and (ii) 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 Series Z of SBL Fund the Funds in such a manner that Series Z 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 qualify as a Regulated Investment Company under Subchapter M of the Internal Revenue Code (or any successor or similar provision) or Series Z has ceased to comply with Section 817(h) and, with respect to Section 817(h), shall and will take all reasonable steps to adequately diversify Series Z 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 each SBL Fund, (ii) the By-Laws of each SBL Fund, (iii) each SBL Fund’s 's registration statement under the Investment Company Act and the Securities ActAct of 1933, as amended, as filed with the Commission, and (iv) any written instructions of the respective Fund’s SBL Fund Board of Directors and the Adviser. The Subadviser shall not be held responsible for compliance with any document described above unless and until such document has been received by the Subadviser.

Compliance with Applicable Laws and Governing Documents. In all matters relating to the performance of this Agreement, the Subadviser and its membersdirectors, officers, partners, employees and interested persons shall act in conformity in all material respects with each Fund’s 's Articles of Incorporation, By-Laws, and currently effective registration statement and with the written instructions and directions of each Fund’s 's Board of Directors and the Adviser, after receipt of such documents from the relevant Fund, and shall comply in all material respects with the requirements of the Investment Company Act solely with regard to those matters within its control and based on information available to itAct, the Investment Advisers Act, the Commodity Exchange Act (the "CEA"), the rules thereunder, and all other applicable federal and state laws and regulations applicable to investment advisersregulations. In carrying out its obligations under this Agreement, the Subadviser shall, solely with regard to those matters within its control and based on information available to it (i) invest the assets of the Fund in such a manner that each Fund complies with Section 851(b)(2) and Section 851(b)(3) of Subchapter M of the Code (or any successor provision), ) and (ii) invest the assets of Series Z I of SBL Fund in such a manner that Series Z I 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 qualify as a Regulated Investment Company under Subchapter M of the Internal Revenue Code (or any successor or similar provision) or Series Z I has ceased to comply with Section 817(h) and, with respect to Section 817(h), shall will take all reasonable steps to adequately diversify Series Z I 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 each Fund, (ii) the By-Laws of each Fund, (iii) each Fund’s 's registration statement under the Investment Company Act and the Securities ActAct of 1933, as amended, as filed with the Commission, and (iv) any written instructions of the respective Fund’s 's Board of Directors and the Adviser. The Subadviser shall not be held responsible for compliance with any document described above unless and until such document has been received by provided to the Subadviser.

Compliance with Applicable Laws and Governing Documents. In all matters relating to the performance of this Agreement, the Subadviser and its membersdirectors, officers, partners, employees and interested persons shall act in conformity in all material respects with each Fund’s 's Articles of Incorporation, By-Laws, and currently effective registration statement and with the written instructions and directions of each Fund’s 's Board of Directors and the Adviser, after receipt of such documents documents, from the relevant Fund, and shall comply in all material respects with the requirements of the Investment Company Act solely with regard to those matters within its control and based on information available to itAct, the Investment Advisers Act, the Commodity Exchange Act (the "CEA"), the rules thereunder, and all other applicable federal and state laws and regulations applicable to investment advisersregulations. In carrying out its obligations under this Agreement, the Subadviser shall, solely shall ensure that the Funds comply with regard all applicable statutes and regulations necessary to those matters within its control and based on information available to it (i) invest the assets of the Fund in such a manner that qualify each Fund complies with Section 851(b)(2) and Section 851(b)(3) of as a Regulated Investment Company under Subchapter M of the Code (or any successor provision), and (ii) shall notify the Adviser immediately upon having a reasonable basis for believing that a 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 Series Z of SBL Fund D in such a manner as to ensure that Series Z D 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 enacted 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 qualify as a Regulated Investment Company under Subchapter M of the Internal Revenue Code (or any successor or similar provision) or Series Z D has ceased to comply with Section 817(h) and, with respect to Section 817(h), shall and will take all reasonable steps to adequately diversify the assets of Series Z D, 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 each Fund, (ii) the By-Laws of each Fund, (iii) each Fund’s registration statement under the Investment Company Act and the Securities Act, as filed with the Commission, and (iv) any written instructions of the respective Fund’s Board of Directors and the Adviser. The Subadviser shall not be held responsible for compliance with any document described above unless and until such document has been received by the Subadviser.