AMENDMENT NO. 1 TO PARTICIPATION AGREEMENT RULE 30e-3
AMENDMENT NO. 1 TO
RULE 30e-3
Security Benefit Life Insurance Company (the “Company”), on its own behalf and on behalf of each separate account of the Company as set forth on Schedule A to the Participation Agreement, as may be
amended from time to time (individually and collectively the “Accounts”), Security Distributors, LLC (formerly Security Distributors, Inc.) (“SDL”), a registered broker-dealer, The Royce Fund (the “Fund”), a Delaware statutory trust, and Royce &
Associates, LP (formerly Royce & Associates, LLC) (the “Adviser”), a Delaware limited partnership, have entered into a participation agreement, dated as November 30, 2006 and as amended from time to time (the “Participation Agreement”), whereby
the Company invests in shares of certain of the portfolios of the Fund (the “Portfolios”) as a funding vehicle for the Accounts that issue variable annuity and/or life insurance contracts (the “Variable Contracts” or “Contracts”) to persons that are
registered owners of such Variable Contracts on the books and records of the Company (the “Contract Owners”).
This Rule Amendment No. 1 to Participation Agreement (this “Amendment”) is entered into by and among the Company, SDL, the Fund, and Adviser (collectively, the “Parties”), and is effective as of the
Effective Date set forth herein.
RECITALS
WHEREAS, the Parties desire to supplement and amend the Participation Agreement to reflect and implement the requirements, terms and conditions of Rule 30e-3 under the Investment Company Act of 1940
(“Rule 30e-3” or “the Rule”);
WHEREAS, the Fund and the Adviser are responsible for preparing and timely filing with the Securities and Exchange Commission (“SEC”) and/or providing to the Company the Required Materials, as
specified in paragraph (b)(1) of Rule 30e-3 and as defined below;
WHEREAS, the Company intends to host the Required Materials on the Specified Website (as defined in Section 1 hereof) in accordance with the requirements of the Rule; and
NOW, THEREFORE, in consideration of the mutual covenants herein contained, which consideration is full and complete, each of the Company, SDL, the Fund, and the Adviser hereby agree to supplement
and amend the Participation Agreement as follows:
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2.
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Preparation, Content, and Timely Provision of Required Materials. The Fund and the Adviser shall be responsible for the preparation and content of
the Required Materials, including, but not limited to, the accuracy and completeness of the Required Materials; and the Fund and the Adviser shall be responsible for sending a .pdf of the Required Materials to xxxxxxxxx@xxxxxxxxxxxxx.xxx
as soon as practicable after filing with the SEC but no later than sixty-five (65) days after the close of the period for which the Required Materials are being made. Without limiting the generality of
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the foregoing in any manner, the Fund and the Adviser shall be responsible for ensuring that the Required Materials:
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(a) Meet the applicable standards of the Securities Act of 1933, as amended; the Securities Exchange Act of 1934, as amended; the Investment Company Act of 1940 (the “1940 Act”); and all rules and
regulations under those Acts; and
(b) Do not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they are made, not
misleading.
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3.
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Notification; Reliance on Third Party to Provide Documents. If, for any reason, the Fund and the Adviser are unable to provide the Required
Materials in the manner set forth in section 2, the Fund and the Adviser shall promptly notify the Company and SDL. The Fund and the Adviser shall be responsible for the actions or inactions or any other failures of any third party that
they may utilize to provide the Required Materials in the manner set forth in section 2; and any actions, inactions or other failures by any such third party shall not relieve the Fund or Adviser from their obligations under this Amendment.
Notwithstanding the foregoing and anything to the contrary herein, in no event shall any Party be responsible or liable in any way for any failure or delay in the performance of their obligations hereunder arising out of or caused by,
directly or indirectly, forces beyond its control, including, without limitation, strikes, work stoppages, accidents, acts of war or terrorism, pandemics, civil or military disturbances, insurrection, riots, nuclear or natural catastrophes
or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services.
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4.
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Specified Website. The Specified Website is as identified in Exhibit 1 hereto, and it may be changed by the Company from time to time without
notice to the Fund and the Adviser.
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5.
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6.
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Delivery of Paper Copy Upon “Ad Hoc” Request. The Company shall fulfill ad hoc requests from Contract Owners for a paper copy of any of the Required
Materials, if and to the extent required by paragraph (e) of Rule 30e-3.
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7.
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Investor Elections to Receive Future Fund Reports in Paper. The Company shall fulfill Contract Owner elections to receive future shareholder
reports of the Fund that cover the Portfolios in paper, if and to the extent required by paragraph (f) of Rule 30e-3.
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8.
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Provision of Paper or Electronic Documents. To satisfy Contract Owner requests under sections 6 and 7 above, the Fund and the Adviser shall provide
the Company with as many printed copies of the Required Materials as the Company may reasonably request, with expenses to be borne in accordance with Article V of the Participation Agreement. If requested by the Company in lieu thereof, the
Fund and the Adviser shall provide the Required Materials (including a print-ready .pdf or an electronic copy of the Required Documents in a format suitable for printing) and such other assistance as is reasonably necessary in order for the
Company to have the Required Documents printed together in a single document or printed individually by the Company if it so chooses.
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9.
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Expenses. Rule 30e-3 expenses shall be borne in accordance with the following schedule:
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Item
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Function
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Party Responsible for Expense
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30e-3 Notice
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Printing and Distribution (including postage)
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Fund (Company may choose to do the printing at Fund expense)
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30e-3 Required Materials
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Distribution (including website hosting and maintenance)
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Fund
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10.
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Construction of this Amendment; Participation Agreement.
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(a) This Amendment shall be interpreted to be consistent
with, and to facilitate compliance with and reliance on, Rule 30e-3 under the 1940 Act and any interpretations of the Rule by the SEC, its staff, courts, or other appropriate legal authorities.
(b) This Amendment supplements and amends the Participation
Agreement. To the extent the terms of this Amendment conflict with the terms of the Participation Agreement, the terms of this Amendment shall control; otherwise, and except as otherwise specifically set forth in this Amendment, the terms of
the Participation Agreement shall continue to apply, and shall apply to the duties, responsibilities, rights and obligations of the Parties under and pursuant to this Amendment.
(c) Capitalized and other terms used in this Amendment shall
have the meaning given to them in the Participation Agreement, unless otherwise defined herein.
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12.
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Counterparts and Delivery. This Amendment may be executed in two or more counterparts, each of which shall be deemed an original and all of which
together shall constitute one and the same instrument. A signed copy of this Amendment delivered by facsimile or by email in .pdf form shall be treated as an original.
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13.
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Effective Date. This Amendment is effective as of January 1, 2021.
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IN WITNESS WHEREOF, the undersigned have caused this Amendment to be executed as of the Effective Date.
SECURITY BENEFIT LIFE
INSURANCE COMPANY
By:
Print Name:
Title:
SECURITY DISTRIBUTORS, LLC
By:
Print Name:
Title:
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THE ROYCE FUND
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By:
Print Name: Xxxxxxxxxxx X. Xxxxx
Title: President
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ROYCE & ASSOCIATES, LP
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By:
Print Name: Xxxxxxxxxxx X. Xxxxx
Title: President
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EXHIBIT 1
Specified Website
xxxxx://xxx.xxxxxxxx.xxx/XxxxxxxxXxxxxxx?xxxxxXXX
