AMENDMENT NUMBER 1 TO PARTICIPATION AGREEMENT
THIS AMENDMENT NO. 1 TO THE PARTICIPATION AGREEMENT is made as of November
27, 2006, by and between Security Benefit Life Insurance Company (the
"Company"), Calamos Investment Trust (the "Fund") and Calamos Advisors, LLC,
(the "Adviser"). Capitalized terms not otherwise defined herein shall have the
meaning ascribed to them in the Agreement (defined below).
WHEREAS, the Company, the Fund, and the Adviser are parties to a
Participation Agreement dated July 1, 2001 (the "Agreement"); and
WHEREAS, the parties wish to change the definition of the terms, "Account,"
"Contracts," and "Designated Portfolios" in such a way that the Accounts,
Contracts and Designated Portfolios need not be listed on Schedule A to the
Agreement, but nonetheless, for convenience the parties may determine to list
them on Schedule A; and
NOW, THEREFORE, in consideration of their mutual promises, the Company, the
Fund and Adviser agree as follows:
1. "Account" shall mean each segregated asset account of the Company
that invests in a Portfolio of the Fund and shall become subject to the
terms hereof as of the date such Account first invests in a Portfolio
of the Fund.
2. "Contracts" shall mean those variable annuity and variable life
insurance contracts issued by the Company supported wholly or partially
by an Account.
3. "Designated Portfolio" shall mean a Portfolio of the Fund in which
an Account invests. A Portfolio of the Fund shall become a "Designated
Portfolio" hereunder as of the date an Account of the Company first
invests in such Portfolio.
4. It is agreed that Company, on behalf of an Account, has access under
this Agreement to all Portfolios of the Fund and all share classes
thereof (including Portfolios and share classes created in the future).
It shall not be necessary to list the Accounts, the Contracts, the
Portfolios or the share classes on Schedule A. Notwithstanding the
foregoing, a Portfolio that may be established in the future may be
made available to the Company on terms different than those set forth
herein as the Fund may so provide in writing to the Company.
Notwithstanding the fact that Accounts, Contracts and Designated
Portfolios 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 Designated Portfolios on Schedule A
from time to time.
5. In order to reflect the intent of this Amendment regarding Schedule
A, Section 11.1 of the Agreement is deleted and replaced with the
following:
11.1 A copy of the declaration of trust of the Fund is on file with
the Secretary of the Commonwealth of Massachusetts. All persons
dealing with the Fund must look
1
solely to the property of the respective Designated Portfolios as
though each such Designated Portfolio had separately contracted with
the Company and the Adviser for the enforcement of any claims against
the Fund. The parties agree that neither the Board, officers, agents
or shareholders of the Fund assume any personal liability or
responsibility for obligations entered into by or on behalf of the
Fund.
6. Schedule A is deleted in its entirety and replaced with the accompanying
Schedule A.
7. All obligations of the Fund, the Portfolios and the Designated
Portfolios under this Agreement are several and not joint.
8. In the event of a conflict between the terms of this Amendment No. 1 and
the Agreement, it is the intention of the parties that the terms of this
Amendment No. 1 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. 1, the parties hereby confirm and ratify the Agreement. The
Agreement dated July 1, 2001 and this Amendment No. 1 constitute the entire
agreement among the parties with respect to the arrangements described herein.
9. This Amendment No. 1 may be executed in two or more counterparts, each
of which shall be an original and all of which together shall constitute one
instrument.
IN WITNESS WHEREOF, the undersigned have executed this Amendment No. 1 as
of the date first above written.
SECURITY BENEFIT LIFE INSURANCE COMPANY
/s/▇▇▇▇▇▇ ▇. ▇▇▇▇▇
By: ▇▇▇▇▇▇ ▇. Swank______________________
Title: Sr. VP, CFO & Treasurer___________
CALAMOS INVESTMENT TRUST CALAMOS ADVISORS, LLC
/s/▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
By: ▇▇▇▇▇▇▇ ▇. Dudasik______________ By: ▇▇▇▇▇▇ ▇. Moriarty_______________
Title: VP___________________________ Title: SVP___________________________
November 27, 2006
SCHEDULE A
ACCOUNT(S) CONTRACT(S) DESIGNATED PORTFOLIO(S)
SBL VARIABLE ANNUITY ACCOUNT XIV V6029 CALAMOS CONVERTIBLE GROWTH & INCOME A
CALAMOS GROWTH A
[ADD ALL EXISTING PORTFOLIOS]
