TRANSFER AGENCY AGREEMENT
AGREEMENT made as of this 1st day of February, 2004, between SBL Fund (the
"Company"), a Kansas corporation having its principal place of business at One
Security Xxxxxxx Xxxxx, Xxxxxx, Xxxxxx 00000, and Security Management Company,
LLC ("SMC"), a Kansas limited liability company, having its principal place of
business at One Security Xxxxxxx Xxxxx, Xxxxxx, Xxxxxx 00000.
WHEREAS, the Company desires that SMC perform transfer agency services for
each series of the Company as now in existence and listed on Schedule A or as
hereafter may from time to time be created (individually referred to herein as
the "Fund" and collectively as the "Funds"); and
WHEREAS, SMC is willing to perform such services on the terms and
conditions set forth in this Agreement;
WHEREAS, SMC and the Company wish to enter into this Agreement in order to
set forth the terms under which SMC will perform the transfer agency services
set forth herein for the Company;
NOW, THEREFORE, in consideration of the covenants hereinafter contained,
the Company and SMC hereby agree as follows:
1. Services
SMC shall perform for the Company the transfer agent services set forth in
Schedule B hereto. SMC also agrees to perform for the Company such special
services incidental to the performance of the services enumerated herein as
agreed to by the parties from time to time. SMC shall perform such additional
services as are provided on an amendment to Schedule B hereof, in consideration
of such fees as the parties hereto may agree.
SMC may appoint in writing other parties qualified to perform transfer
agency services (individually, a "Sub-transfer Agent") to carry out some or all
of its responsibilities as transfer agent under this Agreement with respect to a
Fund; provided, however, that the Sub-transfer Agent shall be the agent of SMC
and not the agent of the Company or such Fund, and that SMC shall be fully
responsible for the acts of such Sub-transfer Agent and shall not be relieved of
any of its responsibilities hereunder by the appointment of such Sub-transfer
Agent.
2. Fees
The Company shall pay SMC for the services to be provided by SMC under this
Agreement in accordance with, and in the manner set forth in Schedule C attached
hereto. Fees for any additional services to be provided by SMC pursuant to an
amendment to Schedule B hereto shall be subject to mutual agreement at the time
such amendment to Schedule B is proposed.
3. Reimbursement of Expenses and Miscellaneous Service Fees
(a) In addition to paying SMC the fees set forth in Schedule C, the Company
agrees to reimburse SMC for SMC's reasonable out-of-pocket expenses (for which
no xxxx-up for SMC overhead expenses shall be included) in providing services
hereunder, including without limitation, the following:
(i) All freight and other delivery and bonding charges incurred by SMC in
delivering materials to and from the Company and in delivering all
materials to shareholders;
(ii) All direct telephone, telephone transmission and telecopy or other
electronic transmission expenses incurred by SMC in communication with
the Company, the Company's investment adviser or custodian, dealers,
shareholders or others as required for SMC to perform the services to
be provided hereunder;
(iii) Sales taxes paid on behalf of the Company;
(iv) The cost of microfilm or microfiche or other electronic retention of
records or other materials;
(v) Courier (delivery expenses);
(vi) Check processing fees;
(vii) Records retention / storage fees;
(viii) Fulfillment;
(ix) XXX custody and other related fees;
(x) NSCC, networking and related costs and/or fees;
(xi) Sales taxes;
(xii) Costs of statements and confirmations including, but not limited to,
costs of printing and postage;
(xiii) Costs of tax forms;
(xiv) Costs of all other shareholder correspondence; and
(xv) Post office boxes
(xvi) Any expenses paid by SMC to a third-party administrator,
broker/dealer, bank, insurance company or other entity for providing
sub-transfer agency services to beneficial shareholders of the Company
where such shares are held in omnibus accounts; and
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(xvii) Systems development fees billed to SMC by the provider of SMC's
securityholder accounting system (the "Transfer Agency System")
(b) In addition, SMC shall be entitled to receive the following fees:
(i) System development fees, billed at the rate of $150 per hour, as
approved by the Company, and all systems-related expenses, agreed in
advance, associated with the provision of special reports and services
pursuant to Item 7 of Schedule D attached hereto;
(ii) Fees for development of custom interfaces, billed at a mutually agreed
upon rate;
(iii) Ad hoc reporting fees, billed at a mutually agreed upon rate;
(iv) Interactive Voice Response System fees, charged according to SMC's
standard rate schedule, and applicable to the level of service (e.g.,
basic, transaction, premium) selected; and
Expenses associated with SMC's anti-fraud procedures and the performance of
delegated services under the written anti-money laundering program ("AML
Program") adopted by the Company.
4. Term
This Agreement shall become in effective upon its approval by a majority of
the Board, including a majority of the Board who are not parties to this
Agreement or interested persons of such party and shall continue in effect for a
period of two years from the date hereof, subject thereafter to being continued
in force and effect from year to year if specifically approved each year by the
Board. In addition to the foregoing, each renewal of this Agreement must be
approved by the vote of a majority of the Board who are not parties to this
Agreement or interested persons of any such party, cast in person at a meeting
called for the purpose of voting on such approval. Prior to voting on any
renewal of this Agreement, the Board may request and evaluate, and SMC shall
furnish, such information as may reasonably be necessary to enable the Board to
evaluate the terms of this Agreement. This Agreement may be terminated at any
time by either party, without cause, upon 90 days' written notice to the other,
and for cause upon 30 days' written notice by the party alleging cause.
For purposes of this Agreement, "cause" shall mean (a) a material breach of
this Agreement that has not been remedied for thirty (30) days following written
notice of such breach from the non-breaching party; (b) a final, unappealable
judicial, regulatory or administrative ruling or order in which the party to be
terminated (which, in the case of the Company, may be with regard only to one or
more Funds) has been found guilty of criminal or unethical behavior in the
conduct of its business; or (c) financial difficulties on the part of the party
to be terminated (which, in the case of the Company, may be with regard only to
one or more Funds) which are evidenced by the authorization or commencement of,
or involvement by way of pleading, answer, consent or acquiescence
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in, a voluntary or involuntary case under Title 11 of the United States Code, as
from time to time is in effect, or any applicable law, other than said Title 11,
of any jurisdiction relating to the liquidation or reorganization of debtors or
to the modification or alteration of the rights of creditors. SMC shall not
terminate this Agreement pursuant to clause (a) above based solely upon the
Company's failure to pay an amount to SMC which is the subject of a good faith
dispute, if (i) the Company is attempting in good faith to resolve such dispute
with as much expediency as may be possible under the circumstances, and (ii) the
Company continues to perform its obligations hereunder in all other material
respects (including paying all fees and expenses not subject to reasonable
dispute hereunder).
Notwithstanding the foregoing, following any such termination, in the event
that SMC in fact continues to perform any one or more of the services
contemplated by this Agreement (or any Schedule or exhibit hereto) with the
consent of the Company, the provisions of this Agreement, including without
limitation the provisions dealing with indemnification, shall continue in full
force and effect. Fees and out-of-pocket expenses incurred by SMC but unpaid by
the Company upon such termination shall be immediately due and payable upon and
notwithstanding such termination. SMC shall be entitled to collect from the
Company, in addition to the fees and disbursements provided by Schedule C and
Section 3 hereof, the amount of all of SMC's reasonable cash disbursements in
connection with SMC's activities in effecting such termination, including
without limitation, the delivery to the Company and/or its distributor or
investment adviser and/or other parties of the Company's property, records,
instruments and documents.
5. Standard of Care; Uncontrollable Events; Limitation of Liability
SMC shall use reasonable professional diligence to ensure the accuracy of
all services performed under this Agreement, but shall not be liable to the
Company for any action taken or omitted by SMC in the absence of bad faith,
willful misfeasance, negligence or reckless disregard by it of its obligations
and duties. The duties of SMC shall be confined to those expressly set forth
herein, and no implied duties are assumed by or may be asserted against SMC
hereunder.
SMC shall maintain adequate and reliable computer and other equipment
necessary or appropriate to carry out its obligations under this Agreement. Upon
the Company's reasonable request, SMC shall provide supplemental information
concerning the aspects of its disaster recovery and business continuity plan
that are relevant to the services provided hereunder. Notwithstanding the
foregoing or any other provision of this Agreement, SMC assumes no
responsibility hereunder, and shall not be liable for, any damage, loss of data,
delay or any other loss whatsoever caused by events beyond its reasonable
control. Events beyond SMC's reasonable control include, without limitation,
force majeure events. Force majeure events include natural disasters, actions or
decrees of governmental bodies, and communication lines failures that are not
the fault of either party. In the event of force majeure, computer or other
equipment failures or other events beyond its reasonable control, SMC shall
follow applicable procedures in its
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disaster recovery and business continuity plan and use all commercially
reasonable efforts to minimize any service interruption.
SMC shall provide the Company, at such times as the Company may reasonably
require, copies of reports rendered by independent public accountants on the
internal controls and procedures of SMC relating to the services provided by SMC
under this Agreement.
Notwithstanding anything in this Agreement to the contrary, in no event
shall SMC, its affiliates or any of its or their directors, officers, employees,
agents or subcontractors be liable for exemplary, punitive, special, incidental,
indirect or consequential damages, or lost profits, each of which is hereby
excluded by agreement of the parties regardless of whether such damages were
foreseeable or whether either party or any entity has been advised of the
possibility of such damages.
6. Legal Advice
SMC shall notify the Company at any time SMC believes that it is in need of
the advice of counsel (other than counsel in the regular employ of SMC or any
affiliated companies) with regard to SMC's responsibilities and duties specific
to the Company pursuant to this Agreement. After so notifying the Company, SMC,
at its discretion, shall be entitled to seek, receive and act upon advice of
legal counsel of its choosing, such advice to be at the expense of the Company
unless relating to a matter involving SMC's willful misfeasance, bad faith,
gross negligence or reckless disregard of SMC's responsibilities and duties
hereunder, and SMC shall in no event be liable to the Company or any Fund or any
shareholder or beneficial owner of the Company for any action reasonably taken
pursuant to such advice.
7. Instructions
Whenever SMC is requested or authorized to take action hereunder pursuant
to instructions from a shareholder, or a properly authorized agent of a
shareholder ("shareholder's agent"), concerning an account in a Fund, SMC shall
be entitled to rely upon any certificate, letter or other instrument or
communication (including electronic mail), reasonably believed by SMC to be
genuine and to have been properly made, signed or authorized by the shareholder
or shareholder's agent and shall be entitled to receive as conclusive proof of
any fact or matter required to be ascertained by it hereunder a certificate
signed by the shareholder or shareholder's agent.
As to the services to be provided hereunder, SMC may rely conclusively upon
the terms of the Prospectuses and Statement of Additional Information of the
Company relating to the relevant Funds to the extent that such services are
described therein unless SMC receives written instructions to the contrary in a
timely manner from the Company.
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8. Indemnification
The Company agrees to indemnify and hold harmless SMC, its employees,
agents, directors, officers and nominees from and against any and all claims,
demands, actions and suits, and from and against any and all judgments,
liabilities, losses, damages, costs, charges, counsel fees and other expenses of
every nature and character arising out of or in any way relating to SMC's
actions taken or omissions with respect to the performance of services under
this Agreement or based, if applicable, upon reasonable reliance on information,
records, instructions or requests given or made to SMC by the Company, the
investment adviser, fund accountant or custodian thereof; provided that this
indemnification shall not apply to actions or omissions of SMC in cases of its
own bad faith, willful misfeasance, negligence or reckless disregard by it of
its obligations and duties.
SMC shall indemnify, defend, and hold the Company harmless from and against
any and all claims, actions and suits and all losses, damages, costs, charges,
reasonable counsel fees and disbursements, payments, expenses and liabilities
(including reasonable investigation expenses) resulting directly and proximately
from SMC's willful misfeasance, bad faith or negligence in the performance of
its duties or by reason of reckless disregard of its obligations and duties
hereunder.
The indemnification rights hereunder shall include the right to reasonable
advances of defense expenses in the event of any pending or threatened
litigation with respect to which indemnification hereunder may ultimately be
merited. In order that the indemnification provisions contained herein shall
apply, however, it is understood that if in any case a party may be asked to
indemnify or hold the other party harmless, the indemnifying party shall be
fully and promptly advised of all pertinent facts concerning the situation in
question, and it is further understood that the indemnified party will use all
reasonable care to identify and notify the indemnifying party promptly
concerning any situation which presents or appears likely to present the
probability of such a claim for indemnification against the indemnifying party,
but failure to do so in good faith shall not affect the rights hereunder except
to the extent the indemnifying party is materially prejudiced thereby. As to any
matter eligible for indemnification, an Indemnified Party shall act reasonably
and in accordance with good faith business judgment and shall not effect any
settlement or confess judgment without the consent of the Indemnifying Party,
which consent shall not be unreasonably withheld or delayed.
The indemnifying party shall be entitled to participate at its own expense
or, if it so elects, to assume the defense of any suit brought to enforce any
claims subject to this indemnity provision. If the indemnifying party elects to
assume the defense of any such claim, the defense shall be conducted by counsel
chosen by it and reasonably satisfactory to the indemnified party, whose
approval shall not be unreasonably withheld. In the event that the indemnifying
party elects to assume the defense of any suit and retain counsel, the
indemnified party shall bear the fees and expenses of any additional counsel
retained by it. If the indemnifying party does not elect to assume the defense
of suit, it will reimburse the indemnified party for the reasonable fees and
expenses of any counsel
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retained by the indemnified party. The indemnity and defense provisions set
forth herein shall indefinitely survive the termination of this Agreement.
9. Record Retention and Confidentiality
SMC shall keep and maintain on behalf of the Company all books and records
which the Company or SMC is, or may be, required to keep and maintain pursuant
to any applicable statutes, rules and regulations, including without limitation
Rules 31a-1 and 31a-2 under the Investment Company Act of 1940, as amended (the
"1940 Act"), relating to the maintenance of books and records in connection with
the services to be provided hereunder. SMC further agrees that all such books
and records shall be the property of the Company and to make such books and
records available for inspection by the Company or by the Securities and
Exchange Commission (the "Commission") at reasonable times. SMC shall otherwise
keep confidential all books and records relating to the Company and its
shareholders, except when (i) disclosure is required by law, (ii) SMC is advised
by counsel (including any counsel in its employment or the employment of any
affiliated companies) that it may incur liability for failure to make a
disclosure, (iii) SMC is requested to divulge such information by
duly-constituted authorities or court process, or (iv) SMC is requested to make
a disclosure by a shareholder or shareholder's agent with respect to information
concerning an account as to which such shareholder has either a legal or
beneficial interest or when requested by the Company or the dealer of record as
to such account.
10. Reports
SMC shall furnish to the Company and to its properly-authorized auditors,
investment advisers, examiners, distributors, dealers, underwriters, salesmen,
insurance companies and others designated by the Company in writing, such
reports at such times as are prescribed in Schedule D attached hereto, or as
subsequently agreed upon by the parties pursuant to an amendment to Schedule D.
11. Rights of Ownership
All computer programs and procedures employed or developed by or on behalf
of SMC to perform services required to be provided bySMC under this Agreement
are the property of SMC. All records and other data except such computer
programs and procedures are the exclusive property of the Company and all such
other records and data shall be furnished to the Company in appropriate form as
soon as practicable after termination of this Agreement for any reason.
12. Return of Records
SMC may at its option at any time, and shall promptly upon the Company's
demand, turn over to the Company and cease to retain SMC's files, records and
documents created and maintained by SMC pursuant to this Agreement which are no
longer needed by SMC in the performance of its services or for its legal
protection. If not so turned over to the Company, such documents and records
shall be retained by SMC for six years from the year of creation. At the end of
such six-year period, such records and
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documents shall be turned over to the Company unless the Company authorizes in
writing the destruction of such records and documents.
13. Bank Accounts
SMC is hereby granted such power and authority as may be necessary to
establish one or more bank accounts for the Company with such bank or banks as
are selected or approved by the Company, as may be necessary or appropriate from
time to time in connection with the services required to be performed hereunder.
The Company shall be deemed to be the customer of such Bank or Banks for all
purposes in connection with such accounts. To the extent that the performance of
such services hereunder shall require SMC to disburse amounts from such accounts
in payment of dividends, redemption proceeds or for other purposes hereunder,
the Company shall provide such bank or banks with all instructions and
authorizations necessary for SMC to effect such disbursements.
14. Representations and Warranties of the Company
The Company represents and warrants to SMC that: (a) each Fund which is in
existence as of the date of this Agreement has authorized unlimited shares, and
(b) this Agreement has been duly authorized by the Company and, when executed
and delivered by the Company, will constitute a legal, valid and binding
obligation of the Company, enforceable against the Company in accordance with
its terms, subject to bankruptcy, insolvency, reorganization, moratorium and
other laws of general application affecting the rights and remedies of creditors
and secured parties.
The Company also represents and warrants that (a) the Company has adopted a
written AML Program that has been submitted to SMC, (b) the AML Program has been
approved by the Company's Board of Directors (hereafter referred to as the
"Board"), (c) the delegation of certain services thereunder to SMC, as provided
in Section 17, is permitted under the Company's AML Program and has been
approved by the Board, and (d) the Company will submit any material amendments
to the AML Program to SMC for SMC's review and consent prior to adoption.
15. Representations and Warranties of SMC
SMC represents and warrants that: (a) SMC has been in, and shall continue
to be in compliance in all material respects with all provisions of law,
including Section 17A(c) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), required in connection with the performance of its duties under
this Agreement; (b) the various procedures and systems which SMC has implemented
with regard to safekeeping from loss or damage attributable to fire, theft or
any other cause of the blank checks, records, and other data of the Company and
SMC's records, data, equipment, facilities and other property used in the
performance of its obligations hereunder are adequate and that it will make such
changes therein from time to time as are reasonably required for the secure
performance of its obligations hereunder; and (c) this Agreement has been duly
authorized by SMC and, when executed and delivered by SMC, will constitute a
legal,
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valid and binding obligation of SMC, enforceable against SMC in accordance with
its terms, subject to bankruptcy, insolvency, reorganization, moratorium and
other laws of general application affecting the right and remedies of creditors
and secured parties.
Except as expressly provided in this agreement, all representations and
warranties, including, without limitation, any warranties regarding quality,
suitability, merchantability, fitness for a particular purpose or otherwise
(irrespective of any course of dealing, custom or usage of trade) concerning the
services or any goods provided incidental to the services provided under this
agreement by SMC are completely disclaimed.
16. Insurance
SMC shall maintain a fidelity bond covering larceny and embezzlement and an
insurance policy with respect to directors and officers errors and omissions
coverage in amounts that are appropriate in light of its duties and
responsibilities hereunder. Upon the request of the Company, SMC shall provide
evidence that coverage is in place. SMC shall notify the Company should its
insurance coverage with respect to professional liability or errors and
omissions coverage be canceled. Such notification shall include the date of
cancellation and the reasons therefore. SMC shall notify the Company of any
material claims against it with respect to services performed under this
Agreement, whether or not they may be covered by insurance, and shall notify the
Company should the total outstanding claims made by SMC under its insurance
coverage materially impair, or threaten to materially impair, the adequacy of
its coverage.
17. Compliance with AML Laws
The Company acknowledges that it is a financial institution subject to the
law entitled United and Strengthening America by Providing Appropriate Tools
Required to Intercept and Obstruct Terrorism ("U.S.A. Patriot") Act of 2001 and
the Bank Secrecy Act (collectively, the "AML Acts") and shall comply with the
AML Acts and applicable regulations adopted thereunder (collectively, the
"Applicable AML Laws") in all relevant respects, subject to the delegation of
certain responsibilities to SMC, as provided in the next paragraph below.
The Company hereby delegates to SMC the performance, on behalf of the
Company, of the anti-money laundering services set forth under Item 6 of
Schedule B as concerns the shareholder accounts maintained by SMC pursuant to
this Agreement. SMC agrees to the foregoing delegation and agrees to perform
such services in accordance with the Company's AML Program. In connection
therewith, SMC agrees to maintain policies and procedures, and related internal
controls, that are consistent with the Company's AML Program and the requirement
that the Company employ procedures reasonably designed to achieve compliance
with the Applicable AML Laws, including the requirement to have policies and
procedures that can be reasonably expected to detect and cause the reporting of
transactions under Section 5318 of the Bank Secrecy Act.
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The Company agrees and acknowledges that, notwithstanding the delegation
provided for in the foregoing paragraph, the Company maintains full
responsibility for ensuring that its AML Program is, and shall continue to be,
reasonably designed to ensure compliance with the Applicable AML Laws, in light
of the particular business of the Company, taking into account factors such as
its size, location, activities and risks or vulnerabilities to money laundering.
In connection with the foregoing delegation, the Company also acknowledges
that the performance of the anti-money laundering services enumerated in Item 6
of Schedule B involves the exercise of discretion which in some circumstances
may result in consequences to the Company and its shareholders (such as in the
case of the reporting of suspicious activities and the freezing of shareholder
accounts). In this regard, (i) under circumstances in which the AML Program
authorizes the taking of certain actions, SMC is granted the discretion to take
any such action as may be authorized under the AML Program, and consultation
with Company shall not be required in connection therewith unless specifically
required under the AML Program, and (ii) the Company instructs [ ] that it may
avail the Company of any safe harbor from civil liability that may be available
under Applicable AML Laws for making a disclosure or filing a report thereunder.
18. Notices
Any notice provided hereunder shall be sufficiently given when sent by
registered or certified mail to the party required to be served with such notice
at the following address: if to the Company, to it at One Security Benefit
Place, Topeka, Kansas 66636, Attn: President; and if to SMC, to it at One
Security Benefit Place, Topeka, Kansas 66636, Attn: President, or at such other
address as such party may from time to time specify in writing to the other
party pursuant to this Section.
19. Assignment
This Agreement and the rights and duties hereunder shall not be assignable
by either of the parties hereto except by the specific written consent of the
other party. This Section 19 shall not limit or in any way affect SMC's right to
appoint a Sub-transfer Agent pursuant to Section 1 hereof. This Agreement shall
be binding upon, and shall inure to the benefit of, the parties hereto and their
respective successors and permitted assigns.
20. Governing Law
This Agreement shall be governed by and provisions shall be construed in
accordance with the laws of the State of Kansas and the applicable provisions of
the 1940 Act. To the extent that the applicable laws of the State of Kansas, or
any of the provisions herein, conflict with the applicable provisions of the
1940 Act, the latter shall control.
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21. Activities of SMC
The services of SMC rendered to the Company hereunder are not to be deemed
to be exclusive. SMC is free to render such services to others and to have other
businesses and interests. It is understood that the Company's, officers,
employees and Shareholders of the Company are or may be or become interested in
SMC, as officers, employees or otherwise and that partners, officers and
employees of SMC and its counsel are or may be or become similarly interested in
the Company, and that SMC may be or become interested in the Company as a
Shareholder or otherwise
22. Privacy
Nonpublic personal financial information relating to consumers or customers
of the Company provided by, or at the direction of the Company to SMC, or
collected or retained by SMC in the course of performing its duties as transfer
agent, shall be considered confidential information. SMC shall not give, sell or
in any way transfer such confidential information to any person or entity, other
than affiliates of SMC except at the direction of the Company or as required or
permitted by law (including Applicable AML Laws). UMC represents, warrants and
agrees that it has in place and will maintain physical, electronic and
procedural safeguards reasonably designed to protect the security,
confidentiality and integrity of, and to prevent unauthorized access to or use
of records and information relating to consumers or customers of the Company.
Miscellaneous
(a) Paragraph headings in this Agreement are included for convenience only
and are not to be used to construe or interpret this Agreement.
(b) This Agreement constitutes the complete agreement of the parties hereto
as to the subject matter covered by this Agreement, and supercedes all prior
negotiations, understandings and agreements bearing upon the subject matter
covered herein.
(c) This Agreement may be executed in counterparts, each of which shall be
an original but all of which, taken together, shall constitute one and the same
agreement.
(d) No amendment to this Agreement shall be valid unless made in writing
and executed by both parties hereto.
(e) Every reference to a Fund will be deemed a reference solely to the
particular Fund. Under no circumstances shall the rights, obligations or
remedies with respect to a particular Fund constitute a right, obligation or
remedy applicable to any other Fund. In particular, and without otherwise
limiting the scope of this paragraph, SMC shall not have any right to set off
claims of a Fund by applying the property of any other Fund.
* * * * *
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed all as of the day and year first above written.
Security Management Company, LLC
By: XXXXX X. XXXXXXX
---------------------------
Name:
Title:
SBL Fund
By: XXXXX X. XXXXXXX
---------------------------
Name:
Title:
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SCHEDULE A
TO THE TRANSFER AGENCY AGREEMENT
BETWEEN SECURITY MANAGEMENT COMPANY, LLC
AND SBL FUND
DATE: FEBRUARY 1, 2004
FUNDS
-----
Series A, B, C, D, E, G, H, J, N, O, P, Q, S, V, W, X, Y and Z
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SCHEDULE B
TO THE TRANSFER AGENCY AGREEMENT
BETWEEN SECURITY MANAGEMENT COMPANY, LLC
AND SBL FUND
DATE: FEBRUARY 1, 2004
TRANSFER AGENCY SERVICES
------------------------
1. Shareholder Transactions
(a) Process shareholder purchase and redemption orders.
(b) Set up account information, including address, dividend option,
taxpayer identification numbers and wire instructions.
(c) Issue confirmations in compliance with Rule 10b-10 under the
Securities Exchange Act of 1934, as amended.
(d) Issue periodic statements for shareholders.
(e) Process transfers and exchanges.
(f) Process dividend payments, including the purchase of new shares,
through dividend reimbursement.
2. Shareholder Information Services
(a) Make information available to shareholder servicing unit and other
remote access units regarding trade date, share price, current
holdings, yields, and dividend information.
(b) Produce detailed history of transactions through duplicate or special
order statements upon request.
(c) Provide mailing labels for distribution of financial reports,
prospectuses, proxy statements or marketing material to current
shareholders.
3. Compliance Reporting
(a) Provide reports to the Securities and Exchange Commission, the
National Association of Securities Dealers, and the States in which
the Fund is registered.
(b) Prepare and distribute appropriate Internal Revenue Service forms for
corresponding Fund and shareholder income and capital gains.
(c) Issue tax withholding reports to the Internal Revenue Service.
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4. Dealer/Load Processing (if applicable)
(a) Provide reports for tracking rights of accumulation and purchases made
under a Letter of Intent.
(b) Account for separation of shareholder investments from transaction
sale charges for purchase of Fund shares.
(c) Calculate fees due under 12b-1 plans for distribution and marketing
expenses.
(d) Track sales and commission statistics by dealer and provide for
payment of commissions on direct shareholder purchases in a load Fund.
5. Shareholder Account Maintenance
(a) Maintain all shareholder records for each account in the Company.
(b) Issue customer statements on scheduled cycle, providing duplicate
second and third party copies if required.
(c) Record shareholder account information changes.
(d) Maintain account documentation files for each shareholder.
6. Anti-Money Laundering Services
(a) Verify shareholder identity upon opening new accounts.
(b) Monitor, identify and report shareholder transactions and identify and
report suspicious activities that are required to be so identified and
reported, and provide other required reports to the Securities and
Exchange Commission, the U.S. Treasury Department, the Internal
Revenue Service or each agency's designated agent, in each case
consistent with the Company's AML Program.
(c) Place holds on transactions in shareholder accounts or freeze assets
in shareholder accounts, as provided in the Company's AML Program.
(d) Maintain all records or other documentation related to shareholder
accounts and transactions therein that are required to be prepared and
maintained pursuant to the Company's AML Program, and make the same
available for inspection by (i) the Company, (ii) any auditor of the
Company's AML Program or related procedures, policies or controls that
has been designated by the Company in writing, or (iii) regulatory or
law enforcement authorities, and otherwise make said records or other
documents available at the direction of the Company.
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SCHEDULE C
TO THE TRANSFER AGENCY AGREEMENT
BETWEEN SECURITY MANAGEMENT COMPANY, LLC
AND SBL FUND
DATE: FEBRUARY 1, 2004
TRANSFER AGENT FEES
-------------------
Each Series of SBL Fund agrees to pay SMC the following fees, or $25,000 per
year, whichever is greater:
1. Account Set-Up Charge - A fee of $4 to open an account on SMC's transfer
agency system to hold shares of the Funds.
2. Annual Maintenance Charge - An annual per account fee of (i) $8 per open
account for regular accounts, (ii) $6.50 per open account with respect to
accounts which are Matrix Level III pursuant to the National Securities
Clearing Corporation networking systems and (iii) $5 per account for closed
accounts that remain outstanding on SMC's transfer agency system
(regardless of whether such accounts are regular or Matrix Level III).
3. Transaction Charge - A per transaction charge of (i) $1.10 per transaction
for regular accounts and (ii) $0.60 per transaction for accounts which are
Matrix Level III.
The fees described herein shall be calculated daily and payable to SMC by SBL
Fund monthly. If this Agreement is in effect for only a portion of a month, the
fee shall be prorated for such month.
16
SCHEDULE D
TO THE TRANSFER AGENCY AGREEMENT
BETWEEN SECURITY MANAGEMENT COMPANY, LLC
AND SBL FUND
DATE: FEBRUARY 1, 2004
REPORTS
-------
1. Daily Shareholder Activity Journal
2. Daily Fund Activity Summary Report
(a) Beginning Balance
(b) Transactions
(c) Shareholder Transactions
(d) Reinvested Dividends
(e) Exchanges
(f) Adjustments
(g) Ending Balance
3. Daily Wire and Check Registers
4. Monthly Dealer Processing Reports
5. Monthly Dividend Reports
6. Sales Data Reports for Blue Sky Registration
7. Such special reports and additional information that the parties may agree
upon, from time to time.
17
FIRST AMENDMENT TO TRANSFER AGENCY AGREEMENT
THIS FIRST AMENDMENT to the Transfer Agency Agreement between SBL Fund (the
"Company"), a Kansas corporation having its principal place of business at One
Security Xxxxxxx Xxxxx, Xxxxxx, Xxxxxx, 00000, and Security Management Company,
LLC ("SMC"), a Kansas limited liability company having its principal place of
business at One Security Xxxxxxx Xxxxx, Xxxxxx, Xxxxxx 00000, is made as of
November 17, 2006.
WHEREAS, the parties have entered into the Transfer Agency Agreement dated
as of February 1, 2004 (the "Agreement") which is still in full force and
effect; and
WHEREAS, the parties desire to amend the Agreement to clarify that
reimbursement may be made with regard to expenses paid by SMC to a third-party
administrator, broker/dealer, bank, insurance company or other entity for
providing sub-transfer agency services to direct shareholders as well as
beneficial shareholders of the Company where such shares are held in omnibus
accounts;
NOW, THEREFORE, in consideration of the mutual premises and covenants
hereinafter contained, the Company and SMC hereby agree as follows:
Section 3(a)(xvi) of the Agreement is deleted in its entirety and replaced
with the following:
(xvi) Any expenses paid by SMC to a third-party administrator,
broker/dealer, bank, insurance company or other entity for providing
sub-transfer agency services to shareholders; and
IN WITNESS WHERE OF, the parties hereto have executed this First Amendment
to the Agreement as of the day and year first above written.
Security Management Company, LLC
By: XXXXXXX X. XXXXX
-------------------------
Name: Xxxxxxx X. Xxxxx
Title: President
SBL Fund
By: XXXXXXX X. XXXXX
-------------------------
Name: Xxxxxxx X. Xxxxx
Title: President
