INVESTMENT ADVISORY CONTRACT
THIS AGREEMENT, made and entered into this 20th day of June, 1977, by and
between SBL FUND, INC., a Kansas corporation (hereinafter referred to as the
"Fund"), and SECURITY MANAGEMENT COMPANY, INC., a Kansas corporation
(hereinafter referred to as the "Management Company").
WITNESSETH:
WHEREAS, the Fund is engaged in business as an open-end, management
investment company registered under the Federal Investment Company Act of 1940;
and
WHEREAS, the Management Company is willing to provide interest research and
advice to the Fund on the terms and conditions hereinafter set forth:
NOW, THEREFORE, in consideration of the premises and mutual agreements made
herein, the parties hereto agree as follows:
1. EMPLOYMENT OF MANAGEMENT COMPANY. The Fund hereby employs the Management
Company to act as investment adviser to the Fund with respect to the investment
of its assets and to supervise and arrange the purchase of securities for the
Fund and the sale of securities held in the portfolio of the Fund, subject
always to the supervision of the board of directors of the Fund (or a duly
appointed committee thereof), during the period and upon and subject to the
terms and conditions herein set forth. The Management Company hereby accepts
such employment and agrees to perform the services required by this Agreement
for the compensation herein provided.
2. INVESTMENT ADVISORY DUTIES. The Management Company shall regularly
provide the Fund with investment research, advice and supervision, continuously
furnish an investment program and recommend what securities shall be purchased
and sold and what portion of the assets of the Fund shall be held uninvested and
shall arrange for the purchase of securities and other investments for the Fund
and the sale of securities and other investments held in the portfolio of the
Fund. All investment advice furnished by the Management Company to the Fund
under this Section 2 shall at all times conform to any requirements imposed by
the provisions of the Fund's Articles of Incorporation and Bylaws, the
Investment Company Act of 1940, the Investment Advisors Act of 1940 and the
rules and regulations promulgated thereunder, any other applicable provisions of
law, and the terms of the registration statements of the Fund under the
Securities Act of 1933 and the Investment Company Act of 1940, all as from time
to time amended. The Management Company shall advise and assist the officers or
other agents of the Fund in taking such steps as are necessary or appropriate to
carry out the decisions of the board of directors of the Fund (and any duly
appointed committee thereof) in regard to the foregoing matters and the general
conduct of the Fund's business.
3. PORTFOLIO TRANSACTIONS AND BROKERAGE.
(a) Transactions in portfolio securities shall be effected by the
Management Company, through brokers or otherwise, in the manner permitted
in this Section 3 and in such manner as the Management Company shall deem
to be in the best interests of the Fund after consideration is given to all
relevant factors.
(b) In reaching a judgment relative to the qualification of a broker to
obtain the best execution of a particular transaction, the Management
Company may take into account all relevant factors and circumstances,
including the size of any contemporaneous market in such securities; the
importance to the Fund of speed and efficiency of execution; whether the
particular transaction is part of a larger intended change of portfolio
position in the same securities; the execution capabilities required by the
circumstances of the particular transaction; the capital to be required by
the transaction; the overall capital strength of the broker; the broker's
apparent knowledge of or familiarity with sources from or to whom such
securities may be purchased or sold; as well as the efficiency, reliability
and confidentiality with which the broker has handled the execution of
prior similar transactions.
(c) Subject to any statements concerning the allocation of brokerage
contained in the Fund's prospectus, the Management Company is authorized to
direct the execution of the portfolio transactions of the Fund to brokers
who furnish investment information or research services to the Management
Company. Such allocation shall be in such amounts and proportions as the
Management Company may determine. If a transaction is directed to a broker
supplying brokerage and research services to the Management Company, the
commission paid for such transaction may be in excess of the commission
another broker would have charged for effecting that transaction, provided
that the Management Company shall have determined in good faith that the
commission is reasonable in relation to the value of the brokerage and
research services provided, viewed in terms of either that particular
transaction or the overall responsibilities of the Management Company with
respect to all accounts as to which it now or hereafter exercises
investment discretion. For purposes of the immediately preceding sentence,
"providing brokerage and research services" shall have the meaning
generally given in such term or similar term under Section 28 (c)(3) of the
Securities Exchange Act of 1934, as amended.
(d) In the selection of a broker for the execution of any transaction
not subject to fixed commission rates, the Management Company shall have no
duty or obligation to seek advance competitive bidding for the most
favorable negotiated commission rate to be applicable to such transaction,
or to select any broker solely on the basis of its purported or "posted"
commission rates.
(e) In connection with transactions on markets other than national or
regional securities exchanges, the Fund will deal directly with the selling
principal or market maker without incurring charges for the services of a
broker on its behalf unless, in the best judgment of the Management
Company, better price or execution can be obtained by utilizing the
services of a broker.
4. ALLOCATION OF EXPENSES AND CHARGES. The Management Company shall provide
investment advisory, statistical and research facilities and all clerical
services relating to research, statistical and investment work, and shall
provide for the compilation and maintenance of such records relating to these
functions as shall be required under applicable law and the rules and
regulations of the Securities and Exchange Commission. Other than as
specifically indicated in the preceding sentence, the Management Company shall
not be required to pay any expenses of the Fund, and in particular, but without
limiting the generality of the foregoing, the Management Company shall not be
required to pay office rental or general administrative expenses; board of
directors' fees; legal, auditing and accounting expenses; broker's commissions;
taxes and governmental fees; membership dues; fees of custodian, transfer agent,
registrar and dividend disbursing agent (if any); expenses (including clerical
expenses) of issue, sale or redemption of shares of the Fund's capital stock;
costs and expenses in connection with the registration of such capital stock
under the Securities Act of 1933 and qualification of the Fund's capital stock
under the "Blue Sky" laws of the states where such stock is offered; costs and
expenses in connection with the registration of the Fund under the Investment
Company Act of 1940 and all periodic and other reports required thereunder;
expenses of preparing and distributing reports, proxy statements, notices and
distributions to stockholders; costs of stationery; expenses of printing
prospectuses; costs of stockholder and other meetings; and such nonrecurring
expenses as may arise including litigation affecting the Fund and the legal
obligations the Fund may have to indemnify its officers and the members of its
board of directors.
5. COMPENSATION OF MANAGEMENT COMPANY.
(a) As compensation for the services to be rendered by the Management
Company as provided herein, for each of the years this Agreement is in effect,
the Fund shall pay the Management Company an annual fee equal to .5 of 1% of the
average daily closing value of the net assets of each Series of the Fund
computed on a daily basis. Such fee shall be adjusted and payable monthly. If
this Agreement shall be effective for only a portion of a year, then the
Management Company's compensation for said year shall be prorated for such
portion. For purposes of this Section 5, the value of the net assets of each
such Series 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 Fund's shares as described in the Fund's
prospectus.
(b) For each of the Fund's full fiscal years this Agreement remains in
force, the Management Company agrees that if total annual expenses of each
Series of the Fund, exclusive of interest and taxes and extraordinary expenses
(such as litigation), but inclusive of the Management Company's compensation,
exceed any expense limitation imposed by state securities law or regulation in
any state in which shares of the Fund are then qualified for sale, as such
regulations may be amended from time to time, the Management Company will
contribute to such Series such funds or to waive such portion of its fee,
adjusted monthly, as may be requisite to insure that such annual expenses will
not exceed any such limitation. If this contract shall be effective for only a
portion of one of the Series' fiscal years, then the maximum annual expenses
shall be prorated for such portion. Brokerage fees and commissions incurred in
connection with the purchase or sale of any securities by a Series shall not be
deemed to be expenses within the meaning of this paragraph (b)". (Amended March
27, 1987)
6. MANAGEMENT COMPANY NOT TO RECEIVE COMMISSIONS. In connection with the
purchase or sale of portfolio securities for the account of the Fund, neither
the Management Company nor any officer or director of the Management Company
shall act as principal or receive any compensation from the Fund other than its
compensation as provided for in Section 5 above. If the Management Company, or
any "affiliated person" (as defined in the Investment Company Act of 1940)
receives any cash credits, commissions or tender fees from any person in
connection with transactions in portfolio securities of the Fund (including but
not limited to the tender or delivery of any securities held in such portfolio),
the Management Company shall immediately pay such amount to the Fund in cash or
as a credit against any then earned but unpaid management fees due by the Fund
to the Management Company.
7. LIMITATION OF LIABILITY OF MANAGEMENT COMPANY. So long as the Management
Company shall give the Fund the benefit of its best judgment and effort in
rendering services hereunder, the Management Company shall not be liable for any
errors of judgment or mistake of law, or for any loss sustained by reason of the
adoption of any investment policy or the purchase, sale or retention of any
security on its recommendation, whether or not such recommendation shall have
been based upon its own investigation and research or upon investigation and
research made by any other individual, firm or corporation, if such
recommendation shall have been made and such other individual firm or
corporation shall have been selected with due care and in good faith. Nothing
herein contained shall, however, be construed to protect the Management Company
against any liability to the Fund or its contractowners by reason of willful
misfeasance, bad faith, or gross negligence in the performance of its duties or
by reason of its reckless disregard of its obligations and duties under the
Agreement. As used in this Section 7, "Management Company" shall include
directors, officers and employees of the Management Company, as well as that
corporation itself.
8. OTHER ACTIVITIES NOT RESTRICTED. Nothing in this Agreement shall prevent
the Management Company or any officer thereof from acting as investment adviser
for any other person, firm, or corporation, not shall it in any way limit or
restrict the Management Company or any of its directors, officer, stockholders
or employees from buying, selling, or trading any securities for its own
accounts or for the accounts of others for whom it may be acting; provided,
however, that the Management Company expressly represents that it will undertake
no activities which, in its judgment, will conflict with the performance of its
obligations to the Fund under this Agreement. The Fund acknowledges that the
Management Company acts as investment adviser to other investment companies, and
it expressly consents to the Management Company acting as such; provided,
however, that if securities of one issuer are purchased or sold, the purchase or
sale of such securities is consistent with the investment objectives of, and, in
the opinion of the Management Company, such securities are desirable purchases
or sales for the portfolios of the Fund and one or more of such other investment
companies at approximately the same time, such purchases or sales will be made
on a proportionate basis if feasible, and if not feasible, then on a rotating or
other equitable basis.
9. DURATION AND TERMINATION OF AGREEMENT. This Agreement shall become
effective on the date hereof, provided that on or before that date it has been
approved by a majority of the holders of the outstanding voting securities of
the Fund, and shall remain in force until the first regular or special meeting
of the Fund stockholders following the date shares of capital stock of the Fund
are first sold to Security Benefit Life Insurance Company for allocation to its
separate account. This Agreement shall be presented to the Fund's stockholders
at such meeting for their approval and, if so approved, shall continue in force
from year to year thereafter, but only if such continuance is specifically
approved at least annually by the vote of a majority of the board of directors
of the Fund (including approval by the vote of a majority of the directors who
are not parties to this Agreement or interested persons of any such party) cast
in person at a regular or special meeting of the board of directors called for
the purpose of voting upon such approval, or by the vote of the holders of a
majority of the outstanding voting securities of the Fund and by such a vote of
the board of directors. The words "interested persons" as used herein shall have
the meaning set forth in Section 2(a) (19) of the Investment Company Act of
1940.
This Agreement may be terminated at any time, without the payment of any
penalty, by vote of the board of directors of the Fund or by vote of the holders
of a majority of the outstanding voting securities of the Fund, or by the
Management Company, upon 60 days written notice to the other party.
This Agreement shall automatically terminate in the event of its
"assignment" (as defined in the Investment Company Act of 1940).
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed by their respective officers thereto duly authorized on the day,
month and year first above written.
(SEAL)
SBL FUND, INC.
ATTEST By Xxxxxx X. Xxxxxx
-----------------------------------------------
President
Xxxxx X. Xxxxx
--------------------------
Secretary SECURITY MANAGEMENT COMPANY, INC.
By Xxxxxxx X. Xxxxx
-----------------------------------------------
ATTEST President
Xxxxx X. Xxxxx
--------------------------
Secretary
AMENDMENT TO INVESTMENT ADVISORY CONTRACT
WHEREAS, SBL Fund (hereinafter referred to as the "Fund") and Security
Management Company (hereinafter referred to as the "Management Company") are
parties to an Investment Advisory Contract dated June 20, 1977, (the "Advisory
Contract") under which the Management Company agrees to provide investment
research, advice and supervision and business management services to the Fund in
return for the compensation specified in the Advisory Contract; and
WHEREAS, on January 27, 1989, the Board of Directors voted to amend the Advisory
Contract to increase the compensation payable to the Management Company, which
was approved by the Shareholders of Series A, Series B, Series D, and Series E
of the Fund on March 31, 1989;
NOW THEREFORE, the Fund and Management Company hereby amend the Investment
Advisory Contract, dated June 20, 1977, effective April 28, 1989, as follows:
Paragraph 5 (a) shall be deleted in its entirety and the following
paragraph inserted in lieu thereof:
5. COMPENSATION OF MANAGEMENT COMPANY
(a) As compensation for the services to be rendered by the Management
Company as provided herein, for each of the years this Agreement is in
effect, the Fund shall pay the Management Company an annual fee equal
to .75 of 1 percent of the average daily closing value of the net
assets of Series A, Series B, Series D, and Series E, of the Fund and
.50 of 1 percent of the average daily closing value of the net assets
of Series C of the Fund computed on a daily basis. Such fee shall be
adjusted and payable monthly. If this Agreement shall be effective for
only a portion of a year, then the Management Company's compensation
for said year shall be prorated for such portion. For purposes of this
Section 5, the value of the net assets of each such Series 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 Fund's shares as described in the Fund's
prospectus.
IN WITNESS WHEREOF, the parties hereto have made this Agreement to the
Investment Advisory Contract this 31st day of March, 1989.
SBL FUND, INC.
By X. X. Xxxxxxxx
-----------------------------------------------
ATTEST Xxxxxxx X. Xxxxxxxx, President
Xxx X. Xxx
-------------------------
Xxx X. Xxx, Secretary
SECURITY MANAGEMENT COMPANY, INC.
ATTEST
By X. X. Xxxxxxxx
-----------------------------------------------
Xxx X. Xxx Xxxxxxx X. Xxxxxxxx, President
-------------------------
Xxx X. Xxx, Secretary
AMENDMENT TO INVESTMENT ADVISORY CONTRACT
WHEREAS, SBL Fund (the "Fund") and Security Management Company (the "Management
Company") are parties to an Investment Advisory Contract dated June 20, 1977, as
amended, (the "Advisory Contract"), under which the Management Company agrees to
provide investment research, advice and supervision and business management
services to the Fund in return for the compensation specified in the Advisory
Contract;
WHEREAS, on February 15, 1991, the Board of Directors of the Fund authorized the
Fund to offer Series S common stock in addition to its presently offered series
of common stock (Series A, Series B, Series C, Series D, and Series E);
WHEREAS, on February 15, 1991, the Board of Directors of the Fund voted to amend
the Advisory Contract to provide that the Management Company would provide
investment advisory and business management services to Series S of the Fund
pursuant to the Advisory Contract;
WHEREAS, on April 15, 1991, the initial shareholder of Series S approved such
amendment to the Investment Advisory Contract;
WHEREAS, on February 15, 1991, the Board of Directors of the Fund approved an
amendment to the investment advisory contract to increase the compensation
payable to the Management Company as to Series D of the Fund; and;
WHEREAS, on April 26, 1991, the shareholders of Series D approved such amendment
to the Investment Advisory Contract;
NOW, THEREFORE, the Fund and the Management Company hereby amend the Investment
Advisory Contract, dated June 20, 1977, effective April 30, 1991, as follows:
Paragraph 5(a) shall be deleted in its entirety and the following paragraph
inserted in lieu thereof:
5. COMPENSATION OF MANAGEMENT COMPANY
(a) As compensation for the services to be rendered by the Management
Company as provided for herein, for each of the years this Agreement is
in effect, the Fund shall pay the Management Company an annual fee
equal to .75 percent of the average daily closing value of the net
assets of Series A, Series B, Series E and Series S of the Fund, .50
percent of the average daily closing value of the net assets of Series
C of the Fund and 1.00 percent of the average daily closing value of
the net assets of Series D of the Fund, computed on a daily basis. Such
fee shall be adjusted and payable monthly. If this Agreement shall be
effective for only a portion of a year, then the Management Company's
compensation for said year shall be prorated for such portion. For
purposes of this Section 5, the value of the net assets of each such
series 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 Fund's shares as described
in the Fund's prospectus.
IN WITNESS WHEREOF, the parties hereto have made this Amendment to the
Investment Advisory Contract this 26th day of April, 1991.
SBL FUND, INC.
By Xxxxx X. Xxxxxxx
-----------------------------------------------
ATTEST Xxxxx X. Xxxxxxx, Vice President
Xxx X. Xxx
--------------------------
Xxx X. Xxx, Secretary
SECURITY MANAGEMENT COMPANY, INC.
ATTEST
By Xxxxx X. Xxxxxxx
-----------------------------------------------
Xxx X. Xxx Xxxxx X. Xxxxxxx, Xx. Vice President
--------------------------
Xxx X. Xxx, Secretary
AMENDMENT TO INVESTMENT ADVISORY CONTRACT
WHEREAS, SBL Fund (the "Fund") and Security Management Company (the "Management
Company") are parties to an Investment Advisory Contract dated June 20, 1977, as
amended, (the "Advisory Contract"), under which the Management Company agrees to
provide investment research, advice and supervision and business management
services to the Fund in return for the compensation specified in the Advisory
Contract;
WHEREAS, on July 24, 1992, the Board of Directors of the Fund authorized the
Fund to offer Series J common stock in addition to its presently offered series
of common stock (Series A, Series B, Series C, Series D, Series E and Series S);
WHEREAS, on July 24, 1992, the Board of Directors of the Fund voted to amend the
Advisory Contract to provide that the Management Company would provide
investment advisory and business management services to Series J of the Fund
pursuant to the Advisory Contract;
WHEREAS, on July 31, 1992, the initial shareholder of Series J approved such
amendment to the Investment Advisory Contract;
NOW, THEREFORE, the Fund and the Management Company hereby amend the Investment
Advisory Contract, dated June 20, 1977, effective October 1, 1992, as follows:
Paragraph 5(a) shall be deleted in its entirety and the following paragraph
inserted in lieu thereof:
5. COMPENSATION OF MANAGEMENT COMPANY
(a) As compensation for the services to be rendered by the Management
Company as provided for herein, for each of the years this Agreement is
in effect, the Fund shall pay the Management Company an annual fee
equal to .75 percent of the average daily closing value of the net
assets of Series A, Series B, Series E, Series S and Series J of the
Fund, .50 percent of the average daily closing value of the net assets
of Series C of the Fund and 1.00 percent of the average daily closing
value of the net assets of Series D of the Fund, computed on a daily
basis. Such fee shall be adjusted and payable monthly. If this
Agreement shall be effective for only a portion of a year, then the
Management Company's compensation for said year shall be prorated for
such portion. For purposes of this Section 5, the value of the net
assets of each such Series 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 Fund's
shares as described in the Fund's prospectus.
IN WITNESS WHEREOF, the parties hereto have made this Amendment to the
Investment Advisory Contract this 1st day of October, 1992.
SBL FUND, INC.
By Xxxxx X. Xxxxxxx
-----------------------------------------------
ATTEST Xxxxx X. Xxxxxxx, Vice President
Xxx X. Xxx
------------------------
Xxx X. Xxx, Secretary
SECURITY MANAGEMENT COMPANY, INC.
ATTEST
By Xxxxx X. Xxxxxxx
-----------------------------------------------
Xxx X. Xxx Xxxxx X. Xxxxxxx, Xx. Vice President
-------------------------
Xxx X. Xxx, Secretary
AMENDMENT TO INVESTMENT ADVISORY CONTRACT
WHEREAS, SBL Fund (the "Fund") and Security Management Company (the "Management
Company") are parties to an Investment Advisory Contract dated June 20, 1977, as
amended (the "Advisory Contract"), under which the Management Company agrees to
provide investment research, advice and supervision and business management
services to the Fund in return for the compensation specified in the Advisory
Contract;
WHEREAS, on February 3, 1995, the Board of Directors of the Fund authorized the
Fund to offer a new series, Series K, of common stock, and voted to amend the
Advisory Contract to provide that the Management Company would provide
investment advisory and business management services to Series K of the Fund
pursuant to the Advisory Contract; and
WHEREAS, on April 3, 1995, the Board of Directors of the Fund authorized the
Fund to offer three additional new series of common stock, Series M, N and O,
and voted to amend the Advisory Contract to provide that the Management Company
would provide investment advisory and business management services to Series M,
N and O pursuant to the Advisory Contract; and
WHEREAS, on April 18, 1995, the initial shareholder of each of Series K, M, N
and O approved such amendments to the Advisory Contract;
NOW, THEREFORE, the Fund and the Management Company hereby amend the Investment
Advisory Contract, dated June 20, 1977, effective May 1, 1995, as follows:
The Paragraph 5(a) shall be amended as follows (new language underlined):
5. COMPENSATION OF MANAGEMENT COMPANY
(a) As compensation for the services to be rendered by the Management
Company as provided for herein, for each of the years this Agreement is
in effect, the Fund shall pay the Management Company an annual fee
equal to .75 percent of the average daily closing value of the net
assets of Series A, Series B, Series E, Series S, Series J, AND SERIES
K of the Fund, .50 percent of the average daily closing value of the
net assets of Series C of the Fund and 1.00 percent of the average
daily closing value of the net assets of Series D, SERIES M, SERIES N
AND SERIES O of the Fund, computed on a daily basis. Such fee shall be
adjusted and payable monthly. If this Agreement shall be effective for
only a portion of a year, then the Management Company's compensation
for said year shall be prorated for such portion. For purposes of this
Section 5, the value of the net assets of each such Series 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 Fund's shares as described in the Fund's
prospectus.
IN WITNESS WHEREOF, the parties hereto have made this Amendment to the
Investment Advisory Contract this 28th day of April, 1995.
SBL FUND, INC.
By Xxxx X. Xxxxxxx
-----------------------------------------------
ATTEST Xxxx X. Xxxxxxx, President
Xxx X. Xxx
-------------------------
Xxx X. Xxx, Secretary
SECURITY MANAGEMENT COMPANY, INC.
ATTEST
By X. X. Xxxxxxxx
-----------------------------------------------
Xxx X. Xxx Xxxxxxx X. Xxxxxxxx, President
-------------------------
Xxx X. Xxx, Secretary
AMENDMENT TO INVESTMENT ADVISORY CONTRACT
WHEREAS, SBL Fund (the "Fund") and Security Management Company (the "Management
Company") are parties to an Investment Advisory Contract dated June 20, 1977, as
amended, (the "Advisory Contract"), under which the Management Company agrees to
provide investment research, advice and supervision and business management
services to the Fund in return for the compensation specified in the Advisory
Contract;
WHEREAS, on May 3, 1996, the Board of Directors of the Fund authorized the Fund
to offer its common stock in a new series designated as Series P, addition to
its presently offered series of common stock of Series A, Series B, Series C,
Series D, Series E, Series S, Series J, Series K, Series M, Series N and Series
O;
WHEREAS, on May 3, 1996, the Board of Directors of the Fund approved the
amendment of the Advisory Contract to provide that the Management Company would
provide investment advisory and business management services to Series P of the
Fund under the terms and conditions of the Advisory Contract;
WHEREAS, this amendment to the Advisory Contract is subject to the approval of
the initial shareholder of Series P;
NOW, THEREFORE BE IT RESOLVED, that the Fund and the Management Company hereby
amend the Advisory Contract, dated June 20, 1977, as amended as follows,
effective July 1, 1996:
Paragraph 5(a) shall be amended as follows (new language underlined):
5. COMPENSATION OF MANAGEMENT COMPANY
(a) As compensation for the services to be rendered by the Management
Company as provided for herein, for each of the years this Agreement is in
effect, the Fund shall pay the Management Company an annual fee equal to .75
percent of the average daily closing value of the net assets of Series A, Series
B, Series E, Series S, Series J, Series K, AND SERIES P of the Fund, .50 percent
of the average daily closing value of the net assets of Series C of the Fund and
1.00 percent of the average daily closing value of the net assets of Series D,
Series M, Series N and Series O of the Fund, computed on a daily basis. Such fee
shall be adjusted and payable monthly. If this Agreement shall be effective for
only a portion of a year, then the Management Company's compensation for said
year shall be prorated for such portion. For purposes of this Section 5, the
value of the net assets of each such Series 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 Fund's shares as
described in the Fund's prospectus.
IN WITNESS WHEREOF, the parties hereto have made this Amendment to the
Investment Advisory Contract this 13th day of May, 1996.
SBL FUND, INC.
By Xxxx X. Xxxxxxx
-----------------------------------------------
ATTEST Xxxx X. Xxxxxxx, Vice President
Xxx X. Xxx
--------------------------
Xxx X. Xxx, Secretary
SECURITY MANAGEMENT COMPANY, INC.
ATTEST
By Xxxxxxx X. Xxxxxxxx
-----------------------------------------------
Xxx X. Xxx Xxxxxxx X. Xxxxxxxx, President
--------------------------
Xxx X. Xxx, Secretary
AMENDMENT TO INVESTMENT ADVISORY CONTRACT
WHEREAS, SBL Fund (the "Fund") and Security Management Company (the "Management
Company") are parties to an Investment Advisory Contract, dated June 20, 1977,
as amended (the "Advisory Contract"), under which the Management Company agrees
to provide investment research, advice and supervision and business management
services to the Fund in return for the compensation specified in the Advisory
Contract;
WHEREAS, on October 31, 1996, the operations of the Management Company, a Kansas
corporation, will be transferred to Security Management Company, LLC ("SMC,
LLC"), a Kansas limited liability company; and
WHEREAS, SMC, LLC desires to assume all rights, duties and obligations of the
Management Company under the Advisory Contract.
NOW THEREFORE, in consideration of the premises and mutual agreements made
herein, the parties hereto agree as follows:
1. The Advisory Contract is hereby amended to substitute SMC, LLC for Security
Management Company, with the same effect as though SMC, LLC were the
originally named management company, effective November 1, 1996;
2. SMC, LLC agrees to assume the rights, duties and obligations of Security
Management Company pursuant to the terms of the Advisory Contract.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment to
Investment Advisory Contract this 1st day of November, 1996.
SBL FUND SECURITY MANAGEMENT COMPANY, LLC
By: XXXX X. XXXXXXX By: XXXXX X. XXXXXXX
--------------------------------- --------------------------------------
Xxxx X. Xxxxxxx, President Xxxxx X. Xxxxxxx, President
ATTEST: ATTEST:
XXX X. XXX XXX X. XXX
--------------------------------- --------------------------------------
Xxx X. Xxx, Secretary Xxx X. Xxx, Secretary
AMENDMENT TO INVESTMENT ADVISORY CONTRACT
WHEREAS, SBL Fund (the "Fund") and Security Management Company, LLC (the
"Management Company") are parties to an Investment Advisory Contract dated June
20, 1977, as amended (the "Advisory Contract"), under which the Management
Company agrees to provide investment research, advice and supervision and
business management services to the Fund in return for the compensation
specified in the Advisory Contract;
WHEREAS, on February 7, 1997, the Board of Directors of the Fund authorized the
Fund to offer its common stock in a new series designated as Series V, in
addition to its presently offered series of common stock of Series A, Series B,
Series C, Series D, Series E, Series S, Series J, Series K, Series M, Series N,
Series O and Series P;
WHEREAS, on February 7, 1997, the Board of Directors of the Fund approved the
amendment of the Advisory Contract to provide that the Management Company would
provide investment advisory and business management services to Series V of the
Fund under the terms and conditions of the Advisory Contract; and
WHEREAS, this amendment to the Advisory Contract is subject to the approval of
the initial shareholder of Series V;
NOW, THEREFORE BE IT RESOLVED, that the Fund and the Management Company hereby
amend the Advisory Contract, dated June 20, 1977, as amended as follows,
effective April 30, 1997:
Paragraph 5(a) shall be amended as follows (new language underlined):
5. COMPENSATION OF MANAGEMENT COMPANY
a) As compensation for the services to be rendered by the Management Company
as provided for herein, for each of the years this Agreement is in effect, the
Fund shall pay the Management Company an annual fee equal to .75 percent of the
average daily closing value of the net assets of Series A, Series B, Series E,
Series S, Series J, Series K, Series P, AND SERIES V of the Fund, .50 percent of
the average daily closing value of the net assets of Series C of the Fund and
1.00 percent of the average daily closing value of the net assets of Series D,
Series M, Series N and Series O of the Fund, computed on a daily basis. Such fee
shall be adjusted and payable monthly. If this Agreement shall be effective for
only a portion of a year, then the Management Company's compensation for said
year shall be prorated for such portion. For purposes of this Section 5, the
value of the net assets of each such Series 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 Fund's shares as
described in the Fund's prospectus.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment to the
Investment Advisory Contract this 12th day of March, 1997.
SBL FUND
By: XXXX X. XXXXXXX
---------------------------------
Xxxx X. Xxxxxxx, President
ATTEST:
XXX X. XXX
-----------------------------------
Xxx X. Xxx, Secretary
SECURITY MANAGEMENT COMPANY, LLC
By: XXXXX X. XXXXXXX
---------------------------------
Xxxxx X. Xxxxxxx, President
ATTEST:
XXX X. XXX
-----------------------------------
Xxx X. Xxx, Secretary
AMENDMENT TO INVESTMENT ADVISORY CONTRACT
WHEREAS, SBL Fund (the "Fund") and Security Management Company, LLC (the
"Management Company") are parties to an Investment Advisory Contract dated June
20, 1977, as amended (the "Advisory Contract"), under which the Management
Company agrees to provide investment research, advice and supervision and
business management services to the Fund in return for the compensation
specified in the Advisory Contract;
WHEREAS, on November 6, 1998, the Board of Directors of the Fund authorized the
Fund to offer its common stock in a new series designated as Series I, in
addition to its presently offered series of common stock of Series A, Series B,
Series C, Series D, Series E, Series S, Series J, Series K, Series M, Series N,
Series O, Series P, Series V and Series X;
WHEREAS, on November 6, 1998, the Board of Directors of the Fund approved the
amendment of the Advisory Contract to provide that the Management Company would
provide investment advisory and business management services to Series I of the
Fund under the terms and conditions of the Advisory Contract; and
WHEREAS, this amendment to the Advisory Contract is subject to the approval of
the initial shareholder of Series I;
NOW, THEREFORE BE IT RESOLVED, that the Fund and the Management Company hereby
amend the Advisory Contract, dated June 20, 1977, as amended as follows,
effective January 28, 1999:
Paragraph 5(a) shall be amended as follows (new language underlined) and a new
paragraph 5(c) added:
5. COMPENSATION OF MANAGEMENT COMPANY
a) As compensation for the services to be rendered by the Management
Company as provided for herein, for each of the years this Agreement is in
effect, the Fund shall pay the Management Company an annual fee computed on a
daily basis equal to .75 percent of the average daily closing value of the net
assets of Series A, Series B, Series E, Series S, Series J, Series K, Series P
and Series V of the Fund, .50 percent of the average daily closing value of the
net assets of Series C of the Fund, 1.00 percent of the average daily closing
value of the net assets of Series D, Series M, Series N, Series O and Series X
of the Fund, and 1.10 percent of the average daily closing value of the net
assets of Series I of the Fund. Such fee shall be adjusted and payable monthly.
If this Agreement shall be effective for only a portion of a year, then the
Management Company's compensation for said year shall be prorated for such
portion. For purposes of this Section 5, the value of the net assets of each
such Series 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 Fund's shares as described in the Fund's
prospectus.
(c) For each of the Fund's full fiscal year this Agreement remains in
force, the Management Company agrees that if total annual expenses of each
Series of the Fund identified below, exclusive of interest, taxes, extraordinary
expenses (such as litigation), and brokerage fees and commissions, but inclusive
of the Management Company's compensation, exceeds the amount set forth below
(the "Expense Cap"), the Management Company will contribute to such Series such
funds or waive such portion of its fee, adjusted monthly, as may be required to
insure that the total annual expenses of the Series will not exceed the Expense
Cap. If this Agreement shall be effective for only a portion of a Series' fiscal
year, then the maximum annual expenses shall be prorated for such portion.
Expense Cap
Series I - 2.25%
IN WITNESS WHEREOF, the parties hereto have executed this Amendment to the
Investment Advisory Contract this 28th day of January, 1999.
SBL FUND
By: XXXX X. XXXXXXX
--------------------------------
Xxxx X. Xxxxxxx, President
ATTEST:
XXX X. XXX
------------------------------
Xxx X. Xxx, Secretary
SECURITY MANAGEMENT COMPANY, LLC
By: XXXXX X. XXXXXXX
--------------------------------
Xxxxx X. Xxxxxxx, President
ATTEST:
XXX X. XXX
------------------------------
Xxx X. Xxx, Secretary
FORM OF
AMENDMENT TO INVESTMENT ADVISORY CONTRACT
WHEREAS, SBL Fund (the "Fund") and Security Management Company, LLC (the
"Management Company") are parties to an Investment Advisory Contract dated June
20, 1977, as amended (the "Advisory Contract"), under which the Management
Company agrees to provide investment research, advice and supervision and
business management services to the Fund in return for the compensation
specified in the Advisory Contract;
WHEREAS, on February 10, 1999, the Board of Directors of the Fund authorized the
Fund to offer its common stock in two new series designated as Series H and
Series Y, in addition to its presently offered series of common stock of Series
A, Series B, Series C, Series D, Series E, Series I, Series J, Series K, Series
M, Series N, Series O, Series P, Series S, Series V and Series X;
WHEREAS, on February 10, 1999, the Board of Directors of the Fund approved the
amendment of the Advisory Contract to provide that the Management Company would
provide investment advisory and business management services to Series H and
Series Y of the Fund under the terms and conditions of the Advisory Contract;
and
WHEREAS, this amendment to the Advisory Contract is subject to the approval of
the initial shareholder of Series H and Series Y;
NOW, THEREFORE BE IT RESOLVED, that the Fund and the Management Company hereby
amend the Advisory Contract, dated June 20, 1977, as amended as follows,
effective April 30, 1999:
Paragraphs 5(a) and 5(c) shall be deleted in their entirety and replaced with
the following new paragraphs 5(a) and 5(c):
5. COMPENSATION OF MANAGEMENT COMPANY
a) As compensation for the services to be rendered by the Management Company
as provided for herein, for each of the years this Agreement
is in effect, the Fund shall pay the Management Company an annual fee computed
on a daily basis equal to .75 percent of the average daily closing value of the
net assets of Series A, Series B, Series E, Series H, Series J, Series K, Series
P, Series S, Series V, and Series Y of the Fund, .50 percent of the average
daily closing value of the net assets of Series C of the Fund, 1.00 percent of
the average daily closing value of the net assets of Series D, Series M, Series
N, Series O and Series X of the Fund, and 1.10 percent of the average daily
closing value of the net assets of Series I of the Fund. Such fee shall be
adjusted and payable monthly. If this Agreement shall be effective for only a
portion of a year, then the Management Company's compensation for said year
shall be prorated for such portion. For purposes of this Section 5, the value of
the net assets of each such Series 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 Fund's shares as
described in the Fund's prospectus.
c) For each of the Fund's full fiscal years this Agreement remains in force,
the Management Company agrees that if total annual expenses of each Series of
the Fund identified below, exclusive of interest, taxes, extraordinary expenses
(such as litigation), and brokerage fees and commissions, but inclusive of the
Management Company's compensation, exceeds the amount set forth below (the
"Expense Cap"), the Management Company will contribute to such Series such funds
or waive such portion of its fee, adjusted monthly, as may be required to insure
that the total annual expenses of the Series will not exceed the Expense Cap. If
this Agreement shall be effective for only a portion of a Series' fiscal year,
then the maximum annual expenses shall be prorated for such portion.
Expense Cap
Series H - 1.75%
Series I - 2.25%
Series Y - 1.75%
IN WITNESS WHEREOF, the parties hereto have executed this Amendment to the
Investment Advisory Contract this _____ day of _____________, 1999.
SBL FUND
By:
--------------------------------
Xxxx X. Xxxxxxx, President
ATTEST:
--------------------------------
Xxx X. Xxx, Secretary
SECURITY MANAGEMENT COMPANY, LLC
By:
--------------------------------
Xxxxx X. Xxxxxxx, President
ATTEST:
--------------------------------
Xxx X. Xxx, Secretary
