AMENDMENT NUMBER 1 TO
QUALIFIED PLAN PARTICIPATION AGREEMENT FOR RETAIL MUTUAL FUNDS
THIS AMENDMENT NO. 1 TO THE QUALIFIED PLAN PARTICIPATION
AGREEMENT FOR RETAIL MUTUAL FUNDS is made as of June 28, 2002, by and between
Security Financial Resources, Inc. ("SFR"), Security Distributors, Inc. ("SDI,"
and collectively with SFR, "Security"), Allianz Dresdner Asset Management of
America L.P. (the "Company"), and PIMCO Funds Distributors LLC ("Underwriter").
Capitalized terms not otherwise defined herein shall have the meaning ascribed
to them in the Agreement (defined below).
WHEREAS, Security, the Company and the Underwriter are parties
to that certain Qualified Plan Participation Agreement for Retail Mutual Funds
dated April 25, 2002 (the "Agreement") in connection with the participation by
the Funds in certain Programs and Plans for which Security provides
recordkeeping and related administrative services; and
WHEREAS, the Funds available under the Agreement are set forth
in Schedule A; and
WHEREAS, the parties wish to add certain Funds to the
Agreement and to add a provision to Section 9.
NOW, THEREFORE, in consideration of their mutual promises, SFR, SDI,
the Company and Underwriter agree as follows:
1. Section 9. The parties agree to add the following paragraph to
Section 9 (Term and Termination) of the Agreement.
In no way shall the provisions of this Agreement limit the authority of
the Trusts and the Company to take such lawful action as any of them
may deem appropriate or advisable in connection with all matters
relating to the operation of the Trusts and the sale of the shares. The
parties acknowledge that nothing in this Agreement shall in any way
preclude or prevent either Trust's Board of Trustees from taking any
actions deemed necessary by either such Board in furtherance of its
fiduciary duties to the applicable Trust and its
respective shareholders, which, among other things, may include
approval of a merger or consolidation of any Fund, the liquidation of
any Fund, the refusal to sell shares of any Fund to any person, or to
suspend or terminate the offering of the shares of any Fund, if such
action is required by law or by regulatory authorities having
jurisdiction or is, in the sole discretion of the Trustees, acting in
good faith and in light of the Trustee's fiduciary duties under
applicable law, necessary and in the best interests of the
shareholders of any Fund.
2. SCHEDULE A. The previous Schedule A to the Agreement is hereby
deleted in its entirety and replaced with the accompanying Schedule A.
3. AMENDMENTS. Except as expressly supplemented, amended or
consented to hereby, all of the representations, warranties, terms, covenants
and conditions of the Agreement shall remain unamended and shall continue to be
in full force and effect.
REMAINDER OF PAGE INTENTIONALLY LEFT BLANK
IN WITNESS WHEREOF, the undersigned have executed this Amendment No. 1
as of the date first above written.
SECURITY FINANCIAL RESOURCES, INC.
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By:
Name: ▇▇▇ ▇. ▇▇▇
Title: Secretary
SECURITY DISTRIBUTORS, INC.
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By:
Name: ▇▇▇ ▇. ▇▇▇
Title: Secretary
ALLIANZ DRESDNER ASSET MANAGEMENT OF AMERICA L.P.
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By:
Name:
Title:
PIMCO FUNDS DISTRIBUTORS LLC
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By: Name:
Title:
SCHEDULE A - LIST OF FUNDS
Name of Portfolio and Class
1. PIMCO Funds: Pacific Investment Management Series - High Yield Fund
, Class A shares
2. PIMCO Funds: Pacific Investment Management Series - Total Return
Fund, Class A shares
3. PIMCO Funds: Multi-Manager Series - Renaissance Fund, Class A shares
4. PIMCO Funds: Multi-Manager Series - Capital Appreciation Fund, Class
A shares
5. PIMCO Funds: Multi-Manager Series - Asset Allocation Fund, Class A
shares
6. PIMCO Funds: Multi-Manager Series - Value Fund, Class A shares
Date: June 28, 2002
AMENDMENT NO. 2 TO
QUALIFIED PLAN PARTICIPATION AGREEMENT FOR RETAIL MUTUAL FUNDS
THIS AMENDMENT NO. 2 TO THE QUALIFIED PLAN PARTICIPATION
AGREEMENT FOR RETAIL MUTUAL FUNDS is made as of July 1, 2003, by and between
Security Financial Resources, Inc. ("SFR"), Security Distributors, Inc. ("SDI,"
and collectively with SFR, "Security"), PIMCO Advisors Fund Management LLC (the
"Company"), and PIMCO Advisors Distributors LLC ("Underwriter"). Capitalized
terms not otherwise defined herein shall have the meaning ascribed to them in
the Agreement (defined below).
WHEREAS, Security, the Company and the Underwriter are parties
to that certain Qualified Plan Participation Agreement for Retail Mutual Funds
dated April 25, 2002, as amended June 28, 2002 (the "Agreement") in connection
with the participation by the Funds in certain Programs and Plans for which
Security provides recordkeeping and related administrative services; and
WHEREAS, the parties wish to alter the definition of the term
"Funds" in the agreement such that it encompasses both Class A and Class R
shares of beneficial interest; and
WHEREAS, the parties wish to add certain Funds to be available
under the Agreement as set forth in Schedule A; and
NOW, THEREFORE, in consideration of their mutual promises, SFR, SDI,
the Company and Underwriter agree as follows:
1. ADDITION OF CLASS. Effective July 1, 2003, the fourth and fifth
"Whereas" clause of the original Agreement are hereby deleted in their entirety
and the following two paragraphs are substituted in lieu thereof:
WHEREAS, MMS is registered as an open-end management investment
company under the Investment Company Act of 1940, as amended (the "1940
Act"), and offers Class A and Class R shares of beneficial interest
("MMS Shares") in certain of the separate series of funds ("MMS Funds"),
each with its own investment objective or objectives and investment
policies; and
WHEREAS, PIMS is registered as an open-end management
investment company under the 1940 Act, and offers Class A and Class R
shares of beneficial interest ("PIMS shares") in certain of the separate
series of funds ("PIMS Funds"), each with its own investment objective
or objectives and investment policies. (The MMS shares and PIMS shares
are sometimes hereinafter collectively referred to as the "shares" and
MMS Funds and PIMS Funds are sometimes hereinafter collectively referred
to as the "Funds" or individually, as a "Fund")
2. SCHEDULE A. The previous Schedule A to the Agreement is hereby
deleted in its entirety and replaced with the accompanying Schedule A.
3. CONFLICTS AND ENTIRE AGREEMENT. In the event of a conflict between
the terms of this Amendment No. 2 and the Agreement or Amendment No. 1, it is
the intention of the parties that the terms of this Amendment No. 2 shall
control and the Agreement shall be interpreted on that basis.
4. AMENDMENTS. Except as expressly supplemented, amended or consented
to hereby, all of the representations, warranties, terms, covenants and
conditions of the Agreement shall remain unamended and shall continue to be in
full force and effect.
IN WITNESS WHEREOF, the undersigned have executed this Amendment No. 2
as of the date first above written.
SECURITY FINANCIAL RESOURCES, INC.
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By:
Name: ▇▇▇▇▇▇ ▇▇▇▇
Title: President
SECURITY DISTRIBUTORS, INC.
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By:
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: President
PIMCO ADVISORS FUND MANAGEMENT LLC
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By:
Name:
Title:
PIMCO ADVISORS DISTRIBUTORS LLC
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By: Name:
Title:
SCHEDULE A - LIST OF FUNDS
Name of Portfolio and Class
1. PIMCO Funds: Pacific Investment Management Series - High Yield Fund
, Class A shares
2. PIMCO Funds: Pacific Investment Management Series - Total Return
Fund, Class A shares
3. PIMCO Funds: Multi-Manager Series - Renaissance Fund, Class A shares
4. PIMCO Funds: Multi-Manager Series - Capital Appreciation Fund, Class
A shares
5. PIMCO Funds: Multi-Manager Series - Asset Allocation Fund, Class A
shares
6. PIMCO Funds: Multi-Manager Series - Value Fund, Class A shares
7. PIMCO Funds: Pacific Investment Management Series - Real Return
Fund, Class R shares
8. PIMCO Funds: Pacific Investment Management Series - Total Return
Fund, Class R shares
Date: July 1, 2003
AMENDMENT NO. 3 TO
QUALIFIED PLAN PARTICIPATION AGREEMENT FOR RETAIL MUTUAL FUNDS
THIS AMENDMENT NO. 3 TO THE QUALIFIED PLAN PARTICIPATION
AGREEMENT FOR RETAIL MUTUAL FUNDS is made as of August 2, 2005, by and between
Security Financial Resources, Inc. ("SFR"), Security Distributors, Inc. ("SDI,"
and collectively with SFR, "Security"), Allianz Global Investors Fund Management
LLC (formerly PIMCO Advisors Fund Management LLC) (the "Company"), and Allianz
Global Investors Distributors LLC (formerly PIMCO Advisors Distributors LLC)
("Underwriter"). Capitalized terms not otherwise defined herein shall have the
meaning ascribed to them in the Agreement (defined below).
WHEREAS, Security, the Company and the Underwriter are parties
to that certain Qualified Plan Participation Agreement for Retail Mutual Funds
dated April 25, 2002, as amended June 28, 2002 and July 1, 2003 (the
"Agreement") in connection with the participation by the Funds in certain
Programs and Plans for which Security provides recordkeeping and related
administrative services; and
WHEREAS, as of April 1, 2005 PIMCO Funds: Multi Manager Series
changed its name to Allianz Funds; and
WHEREAS, the parties wish to add certain Funds to be available
under the Agreement as set forth in Schedule A.
NOW, THEREFORE, in consideration of their mutual promises, SFR, SDI,
the Company and Underwriter agree as follows:
1. SCHEDULE A. The previous Schedule A to the Agreement is hereby
deleted in its entirety and replaced with the accompanying Schedule A.
2. CONFLICTS AND ENTIRE AGREEMENT. In the event of a conflict between
the terms of this Amendment No. 3 and the Agreement or Amendment No. 1 or
Amendment No. 2, it is the intention of the parties that the terms of this
Amendment No. 3 shall control and the Agreement shall be interpreted on that
basis.
3. AMENDMENTS. Except as expressly supplemented, amended or consented
to hereby, all of the representations, warranties, terms, covenants and
conditions of the Agreement shall remain unamended and shall continue to be in
full force and effect.
IN WITNESS WHEREOF, the undersigned have executed this Amendment No. 3
as of the date first above written.
SECURITY FINANCIAL RESOURCES, INC.
----------------------------------------
By:
Name: ▇▇▇▇▇▇ ▇▇▇▇
Title: President
SECURITY DISTRIBUTORS, INC.
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By:
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: President
ALLIANZ GLOBAL INVESTORS FUND MANAGEMENT LLC
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By:
Name:
Title:
ALLIANZ GLOBAL INVESTORS DISTRIBUTORS LLC
----------------------------------------
By: Name:
Title:
SCHEDULE A - LIST OF FUNDS
Name of Portfolio and Class
1. PIMCO Funds: Pacific Investment Management Series - High Yield Fund
, Class A shares
2. PIMCO Funds: Pacific Investment Management Series - Total Return
Fund, Class A shares
3. Allianz Funds: - OCC Renaissance Fund, Class A shares
4. Allianz Funds: - CCM Capital Appreciation Fund, Class A shares
5. Allianz Funds: - AMM Asset Allocation Fund, Class A shares
6. Allianz Funds: - OCC Value Fund, Class A shares
7. PIMCO Funds: Pacific Investment Management Series - Real Return
Fund, Class R shares
8. PIMCO Funds: Pacific Investment Management Series - Total Return
Fund, Class R shares
9. PIMCO Funds: Pacific Investment Management Series - Real Return
Fund, Class A shares
Date: August 2, 2005
AMENDMENT NUMBER 4
TO PARTICIPATION AGREEMENT
AMONG
SECURITY BENEFIT LIFE INSURANCE COMPANY,
PIMCO VARIABLE INSURANCE TRUST,
AND
ALLIANZ GLOBAL INVESTORS DISTRIBUTORS LLC
WHEREAS, Security Benefit Life Insurance Company (the "Company"), PIMCO
Variable Insurance Trust (the "Fund") and Allianz Global Investors Distributors,
LLC (the "Underwriter") are parties to a Participation Agreement dated May 1,
2003, as amended (the "Agreement"); and
WHEREAS, terms of the Agreement contemplate that it may be amended with
the mutual agreement of the parties; and
WHEREAS, the parties wish to change the use of the terms "Account,"
"Contract," 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
WHEREAS, capitalized terms used but not defined in this Amendment,
shall have the meaning given them in the Agreement; and
WHEREAS, all other terms of the Agreement shall remain in full force
and effect;
NOW, THEREFORE, in consideration of their mutual promises, the Company,
the Fund and the Underwriter agree to amend the Agreement as follows:
1. The first paragraph of the Agreement is hereby deleted and replaced with the
following:
THIS AGREEMENT, dated as of the 1st day of May, 2003 (as subsequently
amended), by and among Security Benefit Life Insurance company, (the "Company"),
a Kansas life insurance company, on its own behalf and on behalf of each
segregated asset account of the Company currently in existence or hereafter
created (each account hereinafter referred to as the ("Account"), PIMCO Variable
Insurance Trust (the "Fund"), a Delaware Statutory trust, and Allianz Global
Investors Distributors LLC (formerly known as PIMCO Advisors Distributors LLC)
(the "Underwriter"), a Delaware limited liability company. An Account will
become subject to the terms of this Agreement as of the date such Account first
invests in a Portfolio of the Fund.
2. The sixth recital clause of the Agreement is hereby deleted and replace with
the following:
WHEREAS, the Company has issued or will issue certain variable life
insurance and/or variable annuity contracts supported wholly or
partially by the Account (the "Contracts");;
3. The seventh recital clause of the Agreement is hereby deleted and replaced
with the following
WHEREAS, the Account is duly established and maintained as a segregated
asset account, duly established by the Company; to set aside and invest
assets attributable to the aforesaid Contracts
4. The ninth recital clause of the Agreement is hereby deleted and replaced with
the following:
WHEREAS, to the extent permitted by applicable insurance laws and
regulations, the Company intends to purchase shares in the various
Portfolios of the Fund on behalf of the Account to fund the aforesaid
Contracts, and the Underwriter is authorized to sell such shares to the
Account at net asset value
5. 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) and that it shall not be
necessary to list the Accounts, the Contracts, the Portfolios or the share
classes on Schedule A. It is further agreed that 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. 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.
6. In order to reflect the intent of this Amendment regarding Schedule A,
Section 1.1 of the Agreement is deleted and replaced with the following:
1.1 The Fund has granted to the Underwriter exclusive authority to
distribute the Fund's shares, and has agreed to instruct, and has so
instructed, the Underwriter to make available to the Company for
purchase on behalf of the Account Fund shares of the Designated
Portfolios . Pursuant to such authority and instructions, and subject
to Article X hereof, the Underwriter agrees to make available to the
Company for purchase on behalf of the Account, the shares of any
Designated Portfolio as requested by the Company, such purchases to be
effected at net asset value in accordance with Section 1.3 of this
Agreement. Notwithstanding the foregoing, (i) a Fund series (other than
a Fund series that constitutes a Designated Portfolio as of October 13,
2006) in existence now or that may be established in the future may be
made available to the Company on terms different than those set forth
herein as the Underwriter may so provide in writing to the Company, and
(ii) the Board of Trustees of the Fund (the "Board") may suspend or
terminate the offering of Fund shares of any Designated Portfolio or
class thereof, if such action is required by law or by regulatory
authorities having jurisdiction or if, in the sole discretion of the
Board acting in good faith and in light of its fiduciary duties under
federal and any applicable state laws, suspension or termination is
necessary in the best interests of the shareholders of such Designated
Portfolio.
7. Delete Section 5.1 and replace with the following:
Except as otherwise provided herein, no party to this Agreement shall
pay any fee or other compensation to any other party to this Agreement. Except
as otherwise provided herein, all expenses incident to performance by a party
under this Agreement shall be paid by such party.
8. In order to reflect the intent of this Amendment regarding Schedule A,
Section 12.1 of the Agreement is deleted and replaced with the following:
12.1 All persons dealing with the Fund must look solely to the property
of the Fund, and in the case of a series company, the respective
Designated Portfolios as though each such Designated Portfolio had
separately contracted with the Company and the Underwriter 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
9. The existing Schedule A is deleted in its entirety and replaced with the
accompanying Schedule A
IN WITNESS WHEREOF, each of the parties hereto has caused this
Amendment Number 4 to the Agreement to be executed in its name and on its behalf
by its duly authorized representative as of the date specified below.
SECURITY BENEFIT LIFE
INSURANCE COMPANY
By its authorized officer
By:
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Name:
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Title:
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Date:
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PIMCO VARIABLE INSURANCE TRUST
By its authorized officer
By:
-------------------------------------------
Name:
-------------------------------------------
Title:
-------------------------------------------
Date:
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ALLIANZ GLOBAL INVESTORS
DISTRIBUTORS LLC
By its authorized officer
By:
-------------------------------------------
Name:
-------------------------------------------
Title:
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Date:
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SCHEDULE A
ACCOUNTS - All Accounts of the Company, including, without limitation:
Variflex Separate Account
SBL Variable Annuity Account VIII
SBL Variable Annuity Account XIV
SBL Variable Annuity Account XVII
CONTRACTS - All Contracts of the Company, including without limitation:
Variflex Variable Annuity
VIVA Variable Annuity
PGA Variable Annuity
Variflex Extra Credit Variable Annuity
Variflex LS Variable Annuity
Variflex Signature Variable Annuity
AdvisorDesigns Variable Annuity
AdvanceDesigns Variable Annuity
SecureDesigns Variable Annuity
ClassicStrategies Variable Annuity
ThirdFed Variable Annuity
EliteDesigns Variable Annuity
DESIGNATED PORTFOLIOS - All Portfolios of the Fund, including without
limitation:
All Asset All Authority
Portfolio
All Asset Portfolio
CommodityRealReturn Strategy
Portfolio
Diversified Income Portfolio
Emerging Markets Bond
Portfolio
Foreign Bond Portfolio (U.S.
Dollar-Hedged)
Foreign Bond Portfolio
(Unhedged)
Global Bond Portfolio
(Unhedged)
High Yield Portfolio
Long-Term U.S. Government
Portfolio
Low Duration Portfolio
Money Market Portfolio
Real Return Portfolio
RealEstateRealReturn Strategy
Portfolio
Short-Term Portfolio
StocksPLUS(R) Growth &
Income Portfolio
StocksPLUS(R) Total Return
Portfolio
Total Return Portfolio
Total Return Portfolio II
Additionally, the "Designated Portfolios" will include any Portfolio of
the Fund created subsequent to the date hereof.
SHARE CLASSES: - All Share Classes of the Fund*, including without
limitation:
Administrative Class
Advisor Class
M Class
* Certain Share Classes are not available in certain Portfolios of the
Fund.
Additionally, a permitted share classes of a Designated Portfolio will
include any share class created subsequent to the date hereof.
Date: September __, 2006