AMENDMENT NO. 1 TO PARTICIPATION AGREEMENT RULE 30e-3
AMENDMENT NO. 1 TO PARTICIPATION AGREEMENT
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”), and Baron Capital, Inc. (the “Fund Agent”), a New York corporation and the distributor of shares of Baron Investment Funds and Baron Select Funds (each a “Trust”), registered
investments companies and each respective series thereof, as amended from time to time (each a “Fund” and collectively, the “Funds”) have entered into a participation agreement dated August 10, 2006 (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 Amendment No. 1 to Participation Agreement (the “Amendment”) is entered into by and among the Company and the Fund Agent (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 Agent is 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; and
WHEREAS, the Company intends to host the website of Required Materials.
NOW, THEREFORE, in consideration of the mutual covenants herein contained, which consideration is full and complete, the Company and Fund Agent hereby agree to supplement and amend the Participation Agreement as
follows:
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1.
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Posting and Availability of Fund Shareholder Reports and Other Required Materials. The Company shall be responsible for and shall fulfill the website posting
requirements specified in paragraph (b) of Rule 30e-3. The Company shall ensure that, with respect to the Portfolios, the following Fund materials are posted to a website address specified by the Company (the “Specified Website”), and are
publicly accessible and free of charge on the Specified Website: (i) Current Report to Shareholders; (ii) Prior Report to Shareholders; (iii) Complete Portfolio Holdings From Reports Containing a Summary Schedule of Investments; and (iv)
Portfolio Holdings For Most Recent First and Third Fiscal Quarters; all of (i) through (iv) to be as specified in paragraph (b)(1) of Rule 30e- 3 (items (i) through (iv) collectively, with respect to the Portfolios, the “Required
Materials”).
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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 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 Agent is unable to provide the Required Materials in the manner set forth in
section 2, the Fund Agent shall promptly notify the Company. The Fund Agent 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 Agent from its obligations under this Amendment.
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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 Agent.
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5.
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Paper Notice to Contract Owners. The Company shall provide a paper notice to its Contract Owners, if and to the extent such notice is required by paragraph (c) of Rule
30e-3.
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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 Fund shareholder reports (with respect
to 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 Agent 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 Agent 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 schedule below.
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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 Agent (Security may choose to do the printing at Underwriter’s expense)
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30e-3 Required Materials
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Distribution (including website hosting and maintenance)
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Fund Agent
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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 thisAmendment, 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.
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(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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11.
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Indemnification. The Fund Agent specifically agrees to indemnify and hold harmless the Company (and its officers, directors, and employees) from any and all liability,
claim, loss, demand, damages, costs and expenses (including reasonable attorney’s fees) arising from or in connection with any claim or action of any type whatsoever brought against the Company (or its officers, directors, and employees) as
a result of any failure or alleged failure by the Fund Agent to provide the Required Materials in accordance with the terms of this Amendment and to fulfill its other duties and responsibilities under this Amendment. This indemnification
shall be in addition to and not in lieu of the indemnification provided for in the Participation Agreement, but this indemnification shall be subject to and implemented in accordance with the terms, conditions, and procedures of the
indemnification provisions of the Participation Agreement.
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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 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: Xxxxxxx Xxxxx
Title:
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BARON CAPITAL, INC.
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By:
Print Name: Xxxxxxx Xxxxxxxx
Title: General Counsel
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EXHIBIT 1
xxxxx://xxx.xxxxxxxx.xxx/XxxxxxxxXxxxxxx?xxxxxXXX
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