AMENDMENT NO .3
PARTICIPATION AGREEMENT
The participation Agreement (the "Agreement"), dated as of March 28, 2001,
by and among AIM Variable Insurance Funds ("AVIF"), a Delaware trust, A I M
Distributors, Inc., a Delaware corporation ("AIM"), Security Benefit Life
Insurance Company ("LIFE COMPANY") and Security Distributors, Inc. (the
"UNDERWRITER"), is hereby amended as follows:
1. The parties agree to change the definition of the terms, "Account,"
"Contracts," and "Fund" in such a way that the Accounts, Contracts and Fund
need not be listed on Schedule A to the Agreement, but nonetheless, for
convenience the parties may determine to list them on Schedule A
Accordingly:
a. "Account" shall mean each segregated asset account of the Company
that invests in a Fund. An Account shall become subject to the terms
of this Agreement as of the date such Account first invests in a Fund
b. "Contracts" shall mean those variable annuity and variable life
insurance contracts issued by the Company supported wholly or
partially by an Account
c. "Fund" shall mean a Series of AVIF in which an Account invests. A
Series of AVIF shall become a "Fund" hereunder as of the date an
Account of the Life Company first invests in such Series.
2. Section 1.2 of the Agreement is hereby deleted in its entirety and
replaced with the following:
"1.2 ADDITIONAL FUNDS
It is agreed that Company, on behalf of an Account, has access under
this Agreement to all Series of the Fund and all share classes thereof
(including Series and share classes created in the future). It shall
not be necessary to list the Accounts, the Contracts, the Funds or the
share classes on Schedule A. Notwithstanding the foregoing, a Series
(other than a Series that constitutes a "Fund" hereunder as of
November 15, 2006) may be established in the future may be made
available to the Company on terms different than those set forth
herein as AVIF may so provide in writing to the Company.
Notwithstanding the fact that Accounts, Contracts and Funds need not
be listed on Schedule A, the parties may, in their discretion and for
convenience and ease of reference only, include one or more Accounts,
Contracts and Funds on Schedule A from time to time."
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3. The following is added under: "SECTION 2 PROCESSING AND
TRANSACTIONS" before SECTION 2.1(a):
"Notwithstanding the provisions of paragraph(b) of this Section 2.1,
the Parties agree to communicate, process and settle purchase and
redemption transactions for Shares (collectively, "Share
transactions") via the Fund/SERV and Networking systems of the
National Securities Clearing Corporation (hereinafter, "NSCC"). LIFE
COMPANY and AVIF each represents and warrants that it: (a) has entered
into an agreement with NSCC, (b) has met and will continue to meet all
of the requirements to participate in Fund/SERV and Networking, and
(c) intends to remain at all times in compliance with the then current
rules and procedures of NSCC, all to the extent necessary or
appropriate to facilitate such communications, processing, and
settlement of Share transactions. AVIF agrees to provide LIFE COMPANY
with account positions and activity data relating to Share
transactions via Networking. LIFE COMPANY shall place trades with NSCC
using Defined Contribution Clearance & Settlement (hereinafter,
"DCC&S") indicators, no later than 8:00 a.m. Central Time on the
Business Day following the day on which it receives the order from the
Contract owner. LIFE COMPANY shall pay for Shares purchased by the
scheduled close of federal funds transmissions on the same Business
Day on which it places an order to purchase Shares in accordance with
this section. AVIF shall pay for Shares redeemed by the Life Company
by the scheduled close of federal funds transmissions on the same
Business Day on which AVIF receives an order to redeem Shares in
accordance with this section. Payment shall be in federal funds
transmitted by wire from the applicable party's designated NSCC
Settling Bank.
For purposes of this Agreement, "Fund/SERV" shall mean NSCC's system
for automated, centralized processing of mutual fund purchase and
redemption orders, settlement, and account registration; "Networking"
shall mean NSCC's (Level Zero) system that allows mutual funds and
life insurance companies to exchange account level information
electronically; "DCC&S" shall refer to an NSCC program that
facilitates the automated processing and reporting of defined
contribution transactions among asset managers, plan trustees, and
plan administrators, including third-party administrators; and
"Settling Bank" shall mean the entity appointed by AVIF or Life
Company, as applicable, to perform such settlement services, which
agree to abide by NSCC's then current rules and procedures insofar as
they relate to same day funds settlement. In all cases, processing and
settlement of Share transactions shall be done in a manner consistent
with applicable law.
In the event that any Party is prohibited from communicating,
processing or settling Share transactions via Fund/SERV or Networking,
such Party shall notify the other Parties by 9:00 a.m. Central Time.
After all Parties have been notified, the provisions of paragraphs (b)
and (c) of this Section 2.1 shall apply."
4. Schedule A is deleted in its entirety and replaced with the
accompanying Schedule A.
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5. In the event of a conflict between the terms of the Amendment No. 3
and the Agreement, it is the intent of the parties that the terms of this
Amendment No. 3, shall control and the Agreement shall be interpreted on
that basis. To the extent the provisions of the Agreement have not been
amended by this Amendment No. 3, the parties hereby confirm and ratify the
Agreement. The Agreement dated March 2001 and this Amendment No. 3
constitute the entire agreement among the parties with respect to the
arrangements described herein.
6. This Amendment No. 3 may be executed in two or more counterparts,
each of which shall be an original and all of which together shall
constitute on instrument.
Effective Date: November 15, 2006
AIM VARIABLE INSURANCE FUNDS
/s/ Xxx Xxxxxxxx /s/ Xxxxxx X. Xxxxxx
Attest: ____________________________ By: ___________________________________
Name: Xxx Xxxxxxxx Name: Xxxxxx X. Xxxxxx
Title: Assistant Secretary Title: President
AIM DISTRIBUTORS, INC.
/s/ P. Xxxxxxxx Xxxxx /s/ Xxxx X. Needles
Attest: ____________________________ By: ___________________________________
Name: P. Xxxxxxxx Xxxxx Name: Xxxx X. Needles
Title: Assistant Secretary Title: President
SECURITY BENEFIT LIFE INSURANCE COMPANY
/s/ Xxxxx X. Soph /s/ Xxxxxxx X. Xxxxxx
Attest: ____________________________ By: ___________________________________
Name: Xxxxx X. Soph Name: Xxxxxxx X. Xxxxxx
Title: BDA Title: Vice President
SECURITY DISTRIBUTORS, INC.
/s/ Xxxxx X. Soph /s/ Xxxxxxx X. Xxxxxx
Attest: ____________________________ By: ___________________________________
Name: Xxxxx X. Soph Name: Xxxxxxx X. Xxxxxx
Title: BDA Title: President
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SCHEDULE A
FUNDS AVAILABLE UNDER THE CONTRACTS
Series I and II shares
AIM V.I. Basic Balanced Fund AIM V.I. Government Securities Fund
AIM V.I. Basic Value Fund AIM V.I. High Yield Fund
AIM V.I. Capital Appreciation Fund AIM V.I. International Core Equity Fund
AIM V.I. Capital Development Fund AIM V.I. International Growth Fund
AIM V.I. Core Equity Fund AIM V.I. Large Cap Growth Fund
AIM V.I. Diversified Dividend Fund AIM V.I. Leisure Fund
AIM V.I. Diversified Income Fund AIM V.I. Mid Cap Core Equity Fund
AIM V.I. Dynamics Fund AIM V.I. Money Market Fund
AIM V.I. Financial Services Fund AIM V.I. Small Cap Equity Fund
AIM V.I. Global Equity Fund AIM V.I. Small Cap Growth Fund
AIM V.I. Global Health Care Fund AIM V.I. Technology Fund
AIM V.I. Global Real Estate Fund AIM V.I. Utilities Fund
SEPARATE ACCOUNTS UTILIZING THE FUNDS
o SBL VARIABLE ANNUITY ACCOUNT XIV (created 06-26-00)
o VARIFLEX SEPARATE ACCOUNT (created 1/31/84)
o SBL VARIABLE ANNUITY ACCOUNT VIII (created 9/12/94)
o SBL VARIABLE ANNUITY ACCOUNT XVII (created 11/24/03)
CONTRACTS FUNDED BY THE SEPARATE ACCOUNTS
o AdvisorDesigns
o SecureDesigns
o AdvanceDesigns
o EliteDesigns
o Variflex
o Variflex Signature
o Variflex LS
o Variflex Extra Credit
o ClassicStrategies
o VIVA
o PGA
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