Administrative Services and Transfer Agency Agreement

EX-99.H 8 sbl-administrative.htm ADMINISTRATIVE SERVICES AND TRANSFER AGENCY AGREEMENT Administrative Services and Transfer Agency Agreement

ADMINISTRATIVE SERVICES AND
TRANSFER AGENCY AGREEMENT

This Agreement, made and entered into this 1st day of April, 1987, by and
between SBL Fund, a Kansas corporation ("Fund"), and Security Management
Company, a Kansas corporation, ("SMC").

WHEREAS, the Fund is engaged in business as an open-end management investment
company registered under the Investment Company Act of 1940; and

WHEREAS, Security Management Company is willing to provide general
administrative, fund accounting, transfer agency, and dividend disbursing
services to the Fund under the terms and conditions hereinafter set forth;

NOW, THEREFORE, in consideration of the premises and mutual agreements made
herein, the parties agree as follows:

1. EMPLOYMENT OF SECURITY MANAGEMENT COMPANY

SMC will provide the Fund with general administrative, fund accounting,
transfer agency, and dividend disbursing services described and set forth
in Schedule A attached hereto and made a part of this agreement by
reference. SMC agrees to maintain sufficient trained personnel and
equipment and supplies to perform such services in conformity with the
current prospectus of the Fund and such other reasonable standards of
performance as the Fund may from time to time specify, and otherwise in an
accurate, timely, and efficient manner.

2. COMPENSATION

As consideration for the services described in Section I, the Fund agrees
to pay SMC a fee as described and set forth in Schedule B attached hereto
and made a part of this agreement by reference, as it may be amended from
time to time, such fee to be calculated and accrued daily and payable
monthly.

3. EXPENSES

A. EXPENSES OF SMC. SMC shall pay all of the expenses incurred in
providing Fund the services and facilities described in this
agreement, whether or not such expenses are billed to SMC or the fund,
except as otherwise provided herein.

B. DIRECT EXPENSES. Anything in this agreement to the contrary
notwithstanding, the Fund shall pay, or reimburse SMC for the payment
of, the following described expenses of the Fund (hereinafter called
"direct expenses") whether or not billed to the Fund, SMC or any
related entity:

1. Fees and expenses of its independent directors and the meetings
thereof;

2. Fees and costs of investment advisory services;

3. Fees and costs of independent auditors and income tax
preparation;

4. Fees and costs of outside legal counsel and any legal counsel
directly employed by the Fund or its Board of Directors;

5. Custodian and banking services, fees and costs;

6. Costs of printing and mailing prospectuses to existing
shareholders, proxy statements and other reports to shareholders,
where such costs are incurred through the use of unaffiliated
vendors or mail services.

7. Fees and costs for the registration of its securities with the
Securities and Exchange Commission and the jurisdictions in which
it qualifies its share for sale, including the fees and costs of
registering and bonding brokers, dealers and salesmen as
required;

8. Dues and expenses associated with membership in the Investment
Company Institute;

9. Expenses of fidelity and liability insurance and bonding covering
Fund;

10. Organizational costs.

4. INSURANCE

The Fund and SMC agree to procure and maintain, separately or as joint
insureds with themselves, their directors, employees, agents and others,
and other investment companies for which SMC acts as investment advisor and
transfer agent, a policy or policies of insurance against loss arising from
breaches of trust, errors and omissions, and a fidelity bond meeting the
requirements of the Investment Company Act of 1940, in the amounts and with
such deductibles as may be agreed upon from time to time, and to pay such
portions of the premiums therefor as amount of the coverage attributable to
each party is to the aggregate amount of the coverage for all parties.

5. REGISTRATION AND COMPLIANCE

A. SMC represents that as of the date of this agreement it is registered
as a transfer agent with the Securities and Exchange Commission
("SEC") pursuant to Subsection 17A of the Securities and Exchange Act
of 1934 and the rules and regulations thereunder, and agrees to
maintain said registration and comply with all of the requirements of
said Act, rules and regulations so long as this agreement remains in
force.

B. The Fund represents that it is a diversified management investment
company registered with the SEC in accordance with the Investment
Company Act of 1940 and the rules and regulations thereunder, and
authorized to sell its shares pursuant to said Act, the Securities Act
of 1933 and the rules and regulations thereunder.

6. LIABILITIES AND INDEMNIFICATION

SMC shall be liable for any actual losses, claims, damages or expenses
(including any reasonable counsel fees and expenses) resulting from SMC's
bad faith, willful misfeasance, reckless disregard of its obligations and
duties, negligence or failure to properly perform any of its
responsibilities or duties under this agreement. SMC shall not be liable
and shall be indemnified and held harmless by the Fund, for any claim,
demand or action brought against it arising out of, or in connection with:

A. Bad faith, willful misfeasance, reckless disregard of its duties or
negligence of the Board of Directors of the Fund, or SMC's acting upon
any instructions properly executed and authorized by the Board of
Directors of the Fund;

B. SMC acting in reliance upon advice given by independent counsel
retained by the Board of Directors of the Fund.

In the event that SMC requests the Fund to indemnify or hold it harmless
hereunder, SMC shall use its best efforts to inform the Fund of the
relevant facts concerning the matter in question. SMC shall use reasonable
care to identify and promptly notify the Fund concerning any matter which
presents, or appears likely to present, a claim for indemnification against
the Fund.

The Fund shall have the election of defending SMC against any claim which
may be the subject of indemnification hereunder. In the event the Fund so
elects, it will so notify SMC and thereupon the Fund shall take over
defenses of the claim, and (if so requested by the Fund, SMC shall incur no
further legal or other claims related thereto for which it would be
entitled to indemnity hereunder provided, however, that nothing herein
contained shall prevent SMC from retaining, at its own expense, counsel to
defend any claim. Except with the Fund's prior consent, SMC shall in no
event confess any claim or make any compromise in any matter in which the
Fund will be asked to indemnify or hold SMC harmless hereunder.

PUNITIVE DAMAGES. SMC shall not be liable to the Fund, or any third
party, for punitive, exemplary, indirect, special or consequential
damages (even if SMC has been advised of the possibility of such
damages) arising from its obligations and the services provided under
this agreement, including but not limited to loss of profits, loss of
use of the shareholder accounting system, cost of capital and expenses
of substitute facilities, programs or services.

FORCE MAJEURE. Anything in this agreement to the contrary
notwithstanding, SMC shall not be liable for delays or errors
occurring by reason of circumstances beyond its control, including but
not limited to acts of civil or military authority, national
emergencies, work stoppages, fire, flood, catastrophe, earthquake,
acts of God, insurrection, war, riot, failure of communication or
interruption.

7. DELEGATION OF DUTIES

SMC may, at its discretion, delegate, assign or subcontract any of the
duties, responsibilities and services governed by this agreement, to its
parent company, Security Benefit Group, Inc., whether or not by formal
written agreement. SMC shall, however, retain ultimate responsibility to
the Fund, and shall implement such reasonable procedures as may be
necessary, for assuring that any duties, responsibilities or services so
assigned, subcontracted or delegated are performed in conformity with the
terms and conditions of this agreement.

8. AMENDMENT

This agreement and the schedules forming a part hereof may be amended at
any time, without shareholder approval, by a writing signed by each of the
parties hereto. Any change in the Fund's registration statements or other
documents of compliance or in the forms relating to any plan, program or
service offered by its current prospectus which would require a change in
SMC's obligations hereunder shall be subject to SMC's approval, which shall
not be unreasonably withheld.

9. TERMINATION

This agreement may be terminated by either party without cause upon 120
days' written notice to the other, and at any time for cause in the event
that such cause remains unremedied for more than 30 days after receipt by
the other party of written specification of such cause.

In the event Fund designates a successor to any of SMC's obligations
hereunder, SMC shall, at the expense and pursuant to the direction of the
Fund, transfer to such successor all relevant books, records and other data
of Fund in the possession or under the control of SMC.

10. SEVERABILITY

If any clause or provision of this agreement is determined to be illegal,
invalid or unenforceable under present or future laws effective during the
term hereof, then such clause or provision shall be considered severed
herefrom and the remainder of this agreement shall continue in full force
and effect.

11. TERM

This agreement initially shall become effective upon its approval by a
majority vote of the Board of Directors of the Fund, including a majority
vote of the Directors who are not "interested persons" of Fund or SMC, as
defined in the Investment Company Act of 1940, and shall continue until
terminated pursuant to its provisions.

12. APPLICABLE LAW

This agreement shall be subject to and construed in accordance with the
laws of the State of Kansas.

SECURITY MANAGEMENT COMPANY

BY: Everett S. Gille, President

ATTEST:

Barbara W. Rankin, Secretary

SBL FUND

BY: Everett S. Gille, President

ATTEST:

Barbara W. Rankin, Secretary

SCHEDULE A

ADMINISTRATIVE SERVICES AND
TRANSFER AGENCY AGREEMENT

Schedule of Administrative and Fund Accounting
Facilities and Services

Security Management Company agrees to provide the Fund the following
Administrative facilities and services:

1. FUND AND PORTFOLIO ACCOUNTING

A. Maintenance of Fund General Ledger and Journal.

B. Preparing and recording disbursements for direct fund expenses.

C. Preparing daily money transfers.

D. Reconciliation of all Fund bank and custodian accounts.

E. Assisting Fund independent auditors as appropriate.

F. Prepare daily projection of available cash balances.

G. Record trading activity for purposes of determining net asset values
and daily dividend.

H. Prepare daily portfolio evaluation report to value portfolio
securities and determine daily accrued income.

I. Determine the daily net asset value per share.

J. Determine the daily, monthly, quarterly, semiannual or annual dividend
per share.

K. Prepare monthly, quarterly, semiannual and annual financial
statements.

L. Provide financial information for reports to the securities and
exchange commission in compliance with the provisions of the
Investment Company Act of 1940 and the Securities Act of 1933, the
Internal Revenue Service and other regulatory agencies as required.

M. Provide financial, yield, net asset value, etc. information to NASD
and other survey and statistical agencies as instructed by the Fund.

N. Report to the Audit Committee of the Board of Directors, if
applicable.

2. LEGAL

A. Provide registration and other administrative services necessary to
qualify the shares of the Fund for sale in those jurisdictions
determined from time to time by the Fund's Board of Directors
(commonly known as "Blue Sky Registration").

B. Provide registration with and reports to the Securities and Exchange
Commission in compliance with the provisions of the Investment Company
Act of 1940 and the Securities Act of 1933.

C. Prepare and review Fund prospectus and Statement of Additional
Information.

D. Prepare proxy statements and oversee proxy tabulation for annual
meetings.

E. Prepare Board materials and maintain minutes of Board meetings.

F. Draft, review and maintain contractual agreements between Fund and
Investment Advisor, Custodian, Distributor and Transfer Agent.

G. Oversee printing of proxy statements, financial reports to
shareholders, prospectuses and Statements of Additional Information.

H. Provide legal advice and oversight regarding shareholder transactions,
administrative services, compliance with contractual agreements and
the provisions of the 1940 and 1933 Acts.

(Notwithstanding the above, outside counsel for the Funds may provide the
services listed above as a direct Fund expense or at the option of the
Funds, the Funds may employ their own counsel to perform any of these
services.)

SCHEDULE OF SHARE TRANSFER AND DIVIDEND DISBURSING SERVICES

Security Management Company agrees to provide the Fund the following transfer
agency and dividend disbursing services:

1. Maintenance of shareholder accounts, including processing of new accounts.

2. Posting address changes and other file maintenance for shareholder
accounts.

3. Posting all transactions to the shareholder file, including:

A. Direct purchases

B. Wire order purchases

C. Direct redemptions

D. Wire order redemptions

E. Draft redemptions

F. Direct exchanges

G. Transfers

H. Certificate issuances

I. Certificate deposits

4. Monitor fiduciary processing, insuring accuracy and deduction of fees.

5. Prepare daily reconciliations of shareholder processing to money movement
instructions.

6. Handle bounced check collections. Immediately liquidate shares purchased
and return to the shareholder the check and confirmation of the
transaction.

7. Issuing all checks and stopping and replacing lost checks.

8. Draft clearing services.

A. Maintenance of signature cards and appropriate corporate resolutions.

B. Comparison of the signature on the check to the signatures on the
signature card for the purpose of paying the face amount of the check
only.

C. Receiving checks presented for payment and liquidating shares after
verifying account balance.

D. Ordering checks in quantity specified by the Fund for the shareholder.

9. Mailing confirmations, checks and/or certificates resulting from
transaction requests to shareholders.

10. Performing all of the Fund's other mailings, including:

A. Dividend and capital gain distributions.

B. Semiannual and annual reports.

C. 1099/year-end shareholder reporting.

D. Systematic withdrawal plan payments.

E. Daily confirmations.

11. Answering all service related telephone inquiries from shareholders and
others, including:

A. General and policy inquiries (research and resolve problems).

B. Fund yield inquiries.

C. Taking shareholder processing requests and account maintenance changes
by telephone as described above.

D. Submit pending requests to correspondence.

E. Monitor online statistical performance of unit.

F. Develop reports on telephone activity.

12. Respond to written inquiries (research and resolve problems); including:

A. Initiate shareholder account reconciliation proceeding when
appropriate.

B. Notify shareholder of bounced investment checks.

C. Respond to financial institutions regarding verification of deposit.

D. Initiate proceedings regarding lost certificates.

E. Respond to complaints and log activities.

F. Correspondence control.

13. Maintaining and retrieving all required past history for shareholders and
provide research capabilities as follows:

A. Daily monitoring of all processing activity to verify back-up
documentation.

B. Provide exception reports.

C. Microfilming.

D. Storage, retrieval and archive.

14. Prepare materials for annual meetings.

A. Address and mail annual proxy and related material.

B. Prepare and submit to Fund and affidavit of mailing.

C. Furnish certified list of shareholders (hard copy or microfilm) and
inspectors of election.

15. Report and remit as necessary for state escheat requirements.

Approved: Fund ---------------------------------------- SMC Everette S. Gille

---------------------------------------------------------------
MODEL: SBL FUNDS
MAINTENANCE FEE...................................... $8.00
TRANSACTIONS......................................... $1.00
DIVIDENDS............................................ $1.00
ADMINISTRATION FEE................................... 0.00045
(BASED ON DAILY NET ASSET VALUE)
---------------------------------------------------------------

MASTER WORKSHEET A B C D E
--------------------------------------------------------------------------
1986:
TRANSACTIONS - 82 76 62 71 56
DIVIDENDS - 1 1 1 1 1
SHAREHOLDER
ACCTS - 8 8 6 7 5
AVERAGE
NET ASSETS - 104,150,857.26 50,141,894.67 36,603,758.20 17,678,037.53 17,393,190.51
INCOME - 2,893,670.06 2,372,681.65 2,258,629.91 2,137,524.29 1,514,339.94
EXPENSES - 670,252.11 301,247.65 227,930.13 121,890.09 113,546.44
SERVICE FEES - 78,494.06 30,063.43 23,589.25 10,053.93 9,232.24

1986 1986
SERVICE TRANSFER & EXPENSE EXPENSE
FEES ADMINISTRATION PERCENT RATIO RATIO
ACTUAL MODEL INCREASE ACTUAL MODEL
-----------------------------------------------------------------
SBLA 78,494.06 47,014.89 -40.10% 0.644% 0.613%
SBLB 30,063.43 22,704.85 -24.48% 0.601% 0.586%
SBLC 23,589.25 16,582.69 -29.70% 0.623% 0.604%
SBLD 10,053.93 8,083.12 -19.60% 0.690% 0.678%
SBLE 9,232.24 7,923.94 -14.17% 0.653% 0.641%

AMENDMENT TO ADMINISTRATIVE SERVICES
AND TRANSFER AGENCY AGREEMENT

WHEREAS, SBL Fund (hereinafter referred to as the "Fund") and Security
Management Company (hereinafter referred to as "SMC") are parties to an
Administrative Services and Transfer Agency Agreement dated April 1, 1987, (the
"Administrative Services Agreement") under which SMC agrees to provide general
administrative, fund accounting, transfer agency, and dividend disbursing
services to the Fund in return for the compensation specified in the
Administrative Services Agreement; and

WHEREAS, on May 5, 1989, the Board of Directors of the Fund voted to amend the
Administrative Services Agreement to provide for payment by the Fund of the fees
of all directors;

NOW THEREFORE, the Fund and the Management Company hereby amend the
Administrative Services Agreement, dated April 1, 1987, effective May 5, 1989,
as follows:

Paragraph 3.B.1. shall be deleted in its entirety and the following
paragraph inserted in lieu thereof:

3. EXPENSES

B. DIRECT EXPENSES

1. Fees and expenses of its directors (including the fees of
those directors who are deemed to be "interested persons" of
the Fund as that term is defined in the Investment Company
Act of 1940) and the meetings thereof;

IN WITNESS WHEREOF, the parties hereto have made this Amendment to the
Administrative Services Agreement this 5th day of May, 1989.

SBL FUND

By: MICHAEL J. PROVINES, PRESIDENT

Attest:

Amy J. Lee, Secretary

SECURITY MANAGEMENT COMPANY

By: MICHAEL J. PROVINES, PRESIDENT

Attest:

Amy J. Lee, Secretary

AMENDMENT TO ADMINISTRATIVE SERVICES
AND TRANSFER AGENCY AGREEMENT

WHEREAS, SBL Fund (hereinafter referred to as the "Fund") and Security
Management Company (hereinafter referred to as "SMC") are parties to an
Administrative Services and Transfer Agency Agreement dated April 1, 1987, as
amended May 5, 1989, (the "Administrative Services Agreement") under which SMC
agrees to provide general administrative, fund accounting, transfer agency, and
dividend disbursing services to the Fund in return for the compensation
specified in the Administrative Services Agreement; and

WHEREAS, on July 27, 1990, the Board of Directors of the Fund voted to amend the
Administrative Services Agreement to provide for payment by the Fund of the fees
of only those directors who are not "interested persons" of the Fund;

NOW THEREFORE, the Fund and SMC hereby amend the Administrative Services
Agreement, dated April 1, 1987, effective July 27, 1990, as follows:

Paragraph 3.B.1. shall be deleted in its entirety and the following
paragraph inserted in lieu thereof:

3. EXPENSES

B. DIRECT EXPENSES

1. Fees and expenses of its directors (except the fees of those
directors who are deemed to be "interested persons" of the
Fund as that term is defined in the Investment Company Act
of 1940) and the meetings thereof;

IN WITNESS WHEREOF, the parties hereto have made this Amendment to the
Administrative Services Agreement this 27th day of July, 1990.

SBL FUND

By: MICHAEL J. PROVINES, PRESIDENT

Attest:

Amy J. Lee, Secretary

SECURITY MANAGEMENT COMPANY

By: MICHAEL J. PROVINES, PRESIDENT

Attest:

Amy J. Lee, Secretary

AMENDMENT TO ADMINISTRATIVE SERVICES
AND TRANSFER AGENCY AGREEMENT

WHEREAS, SBL Fund (the "Fund"), and Security Management Company (the "Management
Company") are parties to an Administrative Services and Transfer Agency
Agreement dated April 1, 1987, as amended (the "Administrative Agreement"),
under which the Management Company provides general administrative, fund
accounting, transfer agency and dividend disbursing services to the Fund in
return for the compensation specified in the Administrative Agreement;

WHEREAS, on February 15, 1991, the Board of Directors of the Fund voted to amend
the Administrative Agreement to provide for an increase in the compensation
payable to the Management Company with respect to Series D of the Fund; and

WHEREAS, on February 15, 1991, the Board of Directors of the Fund authorized the
Fund to offer Series S common stock and approved amendment of the Administrative
Agreement to provide that the Management Company would provide general
administrative, fund accounting, transfer agency and dividend disbursing
services to Series S under the terms and conditions of the Agreement.

NOW, THEREFORE, the Fund and the Management Company hereby amend the
Administrative Agreement dated April 1, 1987, as follows, effective April 30,
1991:

1. Schedule B shall be deleted in its entirety and the attached Schedule
B inserted in lieu thereof.

2. Paragraph 7 shall be deleted in its entirety and the following
paragraph inserted in lieu thereof:

DELEGATION OF DUTIES

SMC may, at its discretion, delegate, assign or subcontract any of the
duties, responsibilities and services governed by this agreement, to
its parent company, Security Benefit Group, Inc., whether or not by
formal written agreement, or to any third party, provided that such
arrangement with a third party has been approved by the Board of
Directors of the Fund. SMC shall, however, retain ultimate
responsibility to the Fund, and shall implement such reasonable
procedures as may be necessary, for assuring that any duties,
responsibilities or services so assigned, subcontracted or delegated
are performed in conformity with the terms and conditions of this
agreement.

3. The Administrative Agreement is hereby amended to cover Series S of
the Fund.

IN WITNESS WHEREOF, the parties hereto have made this Amendment to the
Administrative Agreement this 26th day of April, 1991.

SBL FUND

By: James R. Schmank
-------------------------------------------
ATTEST: James R. Schmank, Vice President

Amy J. Lee
--------------------------
Amy J. Lee, Secretary
SECURITY MANAGEMENT COMPANY

By: James R. Schmank
-------------------------------------------
James R. Schmank, Vice President
ATTEST:

Amy J. Lee
--------------------------
Amy J. Lee, Secretary

SBL FUND

ADMINISTRATIVE SERVICES AND TRANSFER AGENCY AGREEMENT

SCHEDULE B

The following charges apply to all Series of SBL Fund:

Maintenance Fee: $8.00 per account
Transaction Fee: $1.00
Dividend Fee: $1.00
Annual Administration Fee: .00045 (based on average daily net asset values)

The following charges apply only to Series D of SBL Fund.

Global Administration Fee: In addition to the above fees, Series D shall pay the
greater of .10 percent of its average net assets or $30,000 in the year
beginning April 30, 1991, and ending April 29, 1992; the greater of .10 percent
of its average net assets or $45,000 in the year beginning April 30, 1992, and
ending April 29, 1993; and the greater of .10 percent of its average net assets
or $60,000 thereafter. If this Agreement shall terminate befoer the last day of
a month, compensation for that part of the month this Agreement is in effect
shall be prorated in a manner consistent with the calculation of the fees set
forth above.

AMENDMENT TO
ADMINISTRATIVE SERVICES AND TRANSFER AGENCY AGREEMENT

WHEREAS, on July 24, 1992, the Board of Directors of the Fund authorized the
Fund to offer Series J common stock and approved amendment of the Administrative
Agreement to provide that the Management Company would provide general
administrative, fund accounting, transfer agency, and dividend disbursing
services to Series J under the terms and conditions of the Agreement.

NOW, THEREFORE, the Fund and Management Company hereby amend the Administrative
Agreement dated April 1, 1987, effective October 1, 1992, to cover Series J of
the Fund.

IN WITNESS WHEREOF, the parties hereto have made this Amendment to the
Administrative Agreement this 1st day of October, 1992.

SBL FUND

By: James R. Schmank
-------------------------------------------
ATTEST: James R. Schmank, Vice President

Amy J. Lee
--------------------------
Amy J. Lee, Secretary
SECURITY MANAGEMENT COMPANY

By: James R. Schmank
-------------------------------------------
James R. Schmank, Sr. Vice President
ATTEST:

Amy J. Lee
--------------------------
Amy J. Lee, Secretary

AMENDMENT TO ADMINISTRATIVE SERVICES
AND TRANSFER AGENCY AGREEMENT

WHEREAS, on February 3, 1995, the Board of Directors of the Fund authorized the
Fund to offer a new series of common stock, Series K, and approved amendment of
the Administrative Agreement to provide that the Management Company would
provide general administrative, fund accounting, transfer agency, and dividend
disbursing services to Series K under the terms and conditions of the Agreement.

WHEREAS, on April 3, 1995, the Board of Directors of the Fund authorized the
Fund to offer three additional new series of common stock, Series M, N and O,
and approved amendment of the Administrative Agreement to provide that the
Management Company would provide general administrative, fund accounting,
transfer agency and dividend disbursing services to Series M, N, and O under the
terms and conditions of the Agreement.

NOW, THEREFORE, the Fund and the Management Company hereby amend the
Administrative Agreement dated April 1, 1987, as follows, effective May 1, 1995:

1. Schedule B shall be deleted in its entirety and the attached Schedule
B inserted in lieu thereof.

2. The Administrative Agreement is hereby amended to cover Series K, M, N
and O of the Fund.

IN WITNESS WHEREOF, the parties hereto have made this Amendment to the
Administrative Agreement this 28th day of April, 1995.

SBL FUND

By: John D. Cleland
-------------------------------------------
ATTEST: John D. Cleland, President

Amy J. Lee
--------------------------
Amy J. Lee, Secretary
SECURITY MANAGEMENT COMPANY

By: Jeffrey B. Pantages
-------------------------------------------
Jeffrey B. Pantages, President
ATTEST:

Amy J. Lee
--------------------------
Amy J. Lee, Secretary

SBL FUND
ADMINISTRATIVE SERVICES AND TRANSFER AGENCY AGREEMENT
SCHEDULE B

The following charges apply to all Series of SBL Fund:

Maintenance Fee: $8.00 per account
Transaction Fee: $1.00
Dividend Fee: $1.00
Annual Administration Fee: .045% (based on average daily net asset values)

The following charges apply only to Series K, M and N of SBL Fund.

Global Administration Fee: In addition to the above fees, each of Series K, M
and N shall pay an annual fee equal to the greater of .10 percent of its average
net assets or (i) $30,000 in the year ending April 29, 1996; (ii) $45,000 in the
year ending April 29, 1997; and (iii) $60,000 thereafter.

The following charges apply only to Series D of SBL Fund.

Global Administration Fee. In addition to the above fees, Series D shall pay an
annual fee equal to the greater of .10 percent of its average net assets or
$60,000.

If this Agreement shall terminate before the last day of a month, compensation
for that part of the month this Agreement is in effect shall be prorated in a
manner consistent with the calculation of the fees set forth above.

AMENDMENT TO ADMINISTRATIVE SERVICES
AND TRANSFER AGENCY AGREEMENT

WHEREAS, SBL Fund (hereinafter referred to as the "Fund") and Security
Management Company (hereinafter referred to as "SMC") are parties to an
Administrative Services and Transfer Agency Agreement dated April 1, 1987, as
amended, (the "Administrative Agreement"), under which SMC provides general
administrative, fund accounting, transfer agency and dividend disbursing
services to the Fund in return for the compensation specified in the
Administrative Agreement;

WHEREAS, on February 2, 1996, the Board of Directors of the Fund voted to amend
the Administrative Agreement to provide for payment by the Fund for costs
associated with preparing and transmitting electronic filings to the Securities
and Exchange Commission or any other regulating authority;

NOW THEREFORE, the Fund and SMC hereby amend paragraph 3B of the Administrative
Agreement, effective February 2, 1996, by adding the following language at the
end of paragraph 3B:

11. Costs associated with the preparation and transmission of any
electronic filings to the Securities and Exchange Commission or
any other regulating authority.

IN WITNESS WHEREOF, the parties hereto have made this Amendment to the
Administrative Agreement this 2nd day of February, 1996.

SBL FUND

By: John D. Cleland
-------------------------------------------
ATTEST: John D. Cleland, President

Amy J. Lee
--------------------------
Amy J. Lee, Secretary
SECURITY MANAGEMENT COMPANY

By: Jeffrey B. Pantages
-------------------------------------------
Jeffrey B. Pantages, President
ATTEST:

Amy J. Lee
--------------------------
Amy J. Lee, Secretary

AMENDMENT TO ADMINISTRATIVE
SERVICES AND TRANSFER AGENCY AGREEMENT

WHEREAS, SBL Fund (the "Fund"), and Security Management Company (the "Management
Company") are parties to an Administrative Services and Transfer Agency
Agreement dated April 1, 1987 (the "Administrative Agreement"), under which the
Management Company provides general administrative, fund accounting, transfer
agency and dividend disbursing services to the Fund in return for the
compensation specified in the Administrative Agreement;

WHEREAS, on May 3, 1996, the Board of Directors of the Fund authorized the Fund
to offer its common stock in a new series designated as Series P, in addition to
its presently offered series of common stock of Series A, Series B, Series C,
Series D, Series E, Series S, Series J, Series K, Series M, Series N and Series
O; and

WHEREAS, on May 3, 1996, the Board of Directors approved the amendment of the
Administrative Agreement to provide that the Management Company would provide
general administrative, fund accounting, transfer agency, and dividend
disbursing services to Series P under the terms and conditions of the
Administrative Agreement;

NOW, THEREFORE BE IT RESOLVED, that the Fund and Management Company hereby amend
the Administrative Agreement dated April 1, 1987, as follows, effective July 1,
1996,

1. Schedule B shall be deleted in its entirety and the attached Schedule
B inserted in lieu thereof.

2. The Administrative Agreement is hereby amnended to cover Series P of
the Fund.

IN WITNESS WHEREOF, the parties hereto have made this Amendment to the
Administrative Agreement this 13th day of May, 1996.

SBL FUND

By: John D. Cleland
-------------------------------------------
ATTEST: John D. Cleland, President

Amy J. Lee
--------------------------
Amy J. Lee, Secretary
SECURITY MANAGEMENT COMPANY

By: Jeffrey B. Pantages
-------------------------------------------
Jeffrey B. Pantages, President
ATTEST:

Amy J. Lee
--------------------------
Amy J. Lee, Secretary

SBL FUND
ADMINISTRATIVE SERVICES AND TRANSFER AGENCY AGREEMENT
SCHEDULE B

The following charges apply to all Series of SBL Fund:

Maintenance Fee: $8.00 per account
Transaction Fee: $1.00
Dividend Fee: $1.00
Administration Fee: .045% (based on daily net asset value)

The following charges apply only to Series K, M and N of SBL Fund.

The following charges apply only to Series D of SBL Fund.

Global Administration Fee. In addition to the above fees, Series D shall pay an
annual fee equal to the greater of .10 percent of its average net assets or
$60,000.

AMENDMENT TO ADMINISTRATIVE SERVICES
AND TRANSFER AGENCY AGREEMENT

WHEREAS, SBL Fund (the "Fund") and Security Management Company (the "Management
Company") are parties to an Administrative Services and Transfer Agency
Agreement, dated April 1, 1987, as amended (the "Administrative Agreement"),
under which the Management Company provides general administrative, fund
accounting, transfer agency and dividend disbursing services to the Fund in
return for the compensation specified in the Administrative Agreement;

WHEREAS, on October 31, 1996, the operations of the Management Company, a Kansas
corporation, will be transferred to Security Management Company, LLC ("SMC,
LLC"), a Kansas limited liability company; and

WHEREAS, SMC, LLC desires to assume all rights, duties and obligations of the
Management Company under the Administrative Agreement.

NOW THEREFORE, in consideration of the premises and mutual agreements made
herein, the parties hereto agree as follows:

1. The Administrative Agreement is hereby amended to substitute SMC, LLC for
Security Management Company, with the same effect as though SMC, LLC were
the originally named management company, effective November 1, 1996;

2. SMC, LLC agrees to assume the rights, duties and obligations of Security
Management Company pursuant to the terms of the Administrative Agreement.

IN WITNESS WHEREOF, the parties hereto have executed this Amendment to
Administrative Services and Transfer Agency Agreement this 1st day of November,
1996.

SBL FUND SECURITY MANAGEMENT COMPANY, LLC

By: JOHN D. CLELAND By: JAMES R. SCHMANK
------------------------------- ----------------------------------
John D. Cleland, President James R. Schmank, President

ATTEST: ATTEST:

AMY J. LEE, SECRETARY AMY J. LEE, SECRETARY
---------------------------------- -------------------------------------
Amy J. Lee, Secretary Amy J. Lee, Secretary

AMENDMENT TO
ADMINISTRATIVE SERVICES AND TRANSFER AGENCY AGREEMENT

WHEREAS, SBL Fund (the "Fund") and Security Management Company, LLC (the
"Management Company") are parties to an Administrative Services and Transfer
Agency Agreement dated April 1, 1987, as amended (the "Administrative
Agreement"), under which the Management Company provides general administrative,
fund accounting, transfer agency and dividend disbursing services to the Fund in
return for the compensation specified in the Administrative Agreement;

WHEREAS, on February 7, 1997, the Board of Directors of the Fund authorized the
Fund to offer its common stock in a new series designated as Series V, in
addition to its presently offered series of common stock of Series A, Series B,
Series C, Series D, Series E, Series S, Series J, Series K, Series M, Series N,
Series O and Series P; and

WHEREAS, on February 7, 1997, the Board of Directors approved the amendment of
the Administrative Agreement to provide that the Management Company would
provide general administrative, fund accounting, transfer agency, and dividend
disbursing services to Series V under the terms and conditions of the
Administrative Agreement;

NOW, THEREFORE BE IT RESOLVED, that the Fund and Management Company hereby amend
the Administrative Agreement, dated April 1, 1987, as follows, effective April
30, 1997:

1. Schedule B shall be deleted in its entirety and the attached Schedule B
inserted in lieu thereof.

2. The Administrative Agreement is hereby amended to cover Series V of the
Fund.

IN WITNESS WHEREOF, the parties hereto have executed this Amendment to the
Administrative Agreement this 12th day of March, 1997.

SBL FUND

By: JOHN D. CLELAND
-----------------------------------
John D. Cleland, President

ATTEST:

AMY J. LEE
----------------------------------
Amy J. Lee, Secretary

SECURITY MANAGEMENT COMPANY, LLC

By: JAMES R. SCHMANK
-----------------------------------
James R. Schmank, President

ATTEST:

AMY J. LEE
----------------------------------
Amy J. Lee, Secretary

SBL FUND

ADMINISTRATIVE SERVICES AND TRANSFER AGENCY AGREEMENT

SCHEDULE B

The following charges apply to all Series of SBL Fund:

Maintenance Fee: $8.00 per account
Transaction Fee: $1.00
Dividend Fee: $1.00
Annual Administration Fee: .045% (based on average daily net asset values)

The following charges apply only to Series K, M and N of SBL Fund.

Global Administration Fee: In addition to the above fees, each of Series K, M
and N shall pay an annual fee equal to the greater of .10 percent of its average
net assets or (i) $30,000 in the year ended April 29, 1996; (ii) $45,000 in the
year ending April 29, 1997; and (iii) $60,000 thereafter.

The following charges apply only to Series D of SBL Fund.

Global Administration Fee. In addition to the above fees, Series D shall pay an
annual fee equal to the greater of .10 percent of its average net assets or
$60,000.

AMENDMENT TO
ADMINISTRATIVE SERVICES AND TRANSFER AGENCY AGREEMENT

WHEREAS, on July 25, 1997, the Board of Directors of the Fund authorized the
Fund to offer its common stock in a new series designated as Series X, in
addition to its presently offered series of common stock of Series A, Series B,
Series C, Series D, Series E, Series S, Series J, Series K, Series M, Series N,
Series O, Series P and Series V; and

WHEREAS, on July 25, 1997, the Board of Directors approved the amendment of the
Administrative Agreement to provide that the Management Company would provide
general administrative, fund accounting, transfer agency, and dividend
disbursing services to Series X under the terms and conditions of the
Administrative Agreement;

NOW, THEREFORE BE IT RESOLVED, that the Fund and Management Company hereby amend
the Administrative Agreement, dated April 1, 1987, as follows, effective October
15, 1997:

1. Schedule B shall be deleted in its entirety and the attached Schedule B
inserted in lieu thereof.

2. The Administrative Agreement is hereby amended to cover Series X of the
Fund.

IN WITNESS WHEREOF, the parties hereto have executed this Amendment to the
Administrative Agreement this 15th day of September, 1997.

SBL FUND

By: JOHN D. CLELAND
-------------------------------
John D. Cleland, President

ATTEST:

AMY J. LEE
---------------------
Amy J. Lee, Secretary

SECURITY MANAGEMENT COMPANY, LLC

By: JEFFREY B. PANTAGES
-------------------------------
Jeffrey B. Pantages, President

ATTEST:

AMY J. LEE
---------------------
Amy J. Lee, Secretary

SBL FUND
ADMINISTRATIVE SERVICES AND TRANSFER AGENCY AGREEMENT
SCHEDULE B

The following charges apply to all Series of SBL Fund:

Maintenance Fee: $8.00 per account
Transaction Fee: $1.00
Dividend Fee: $1.00

Annual Administration Fee: .045% (based on average daily net asset values),
except Series X, for which the fee is .09% (based on average daily net asset
values)

The following charges apply only to Series K, M and N of SBL Fund.

Global Administration Fee: In addition to the above fees, each of Series K, M
and N shall pay an annual fee equal to the greater of .10 percent of its average
net assets or (i) $30,000 in the year ended April 29, 1996; (ii) $45,000 in the
year ending April 29, 1997; and (iii) $60,000 thereafter.

The following charges apply only to Series D of SBL Fund.

Global Administration Fee. In addition to the above fees, Series D shall pay an
annual fee equal to the greater of .10 percent of its average net assets or
$60,000.

FORM OF
AMENDMENT TO
ADMINISTRATIVE SERVICES AND TRANSFER AGENCY AGREEMENT

WHEREAS, on November 6, 1998, the Board of Directors of the Fund authorized the
Fund to offer its common stock in a new series designated as Series I, in
addition to its presently offered series of common stock of Series A, Series B,
Series C, Series D, Series E, Series S, Series J, Series K, Series M, Series N,
Series O, Series P, Series V and Series X; and

WHEREAS, on November 6, 1998, the Board of Directors approved the amendment of
the Administrative Agreement to provide that the Management Company would
provide general administrative, fund accounting, transfer agency, and dividend
disbursing services to Series I under the terms and conditions of the
Administrative Agreement;

NOW, THEREFORE BE IT RESOLVED, that the Fund and Management Company hereby amend
the Administrative Agreement, dated April 1, 1987, as follows, effective January
28, 1999:

1. Schedule B shall be deleted in its entirety and the attached Schedule B
inserted in lieu thereof.

2. The Administrative Agreement is hereby amended to cover Series I of the
Fund.

IN WITNESS WHEREOF, the parties hereto have executed this Amendment to the
Administrative Agreement this 28th day of January, 1999.

SBL FUND

By: JOHN D. CLELAND
-------------------------------------
John D. Cleland, President
ATTEST:

AMY J. LEE
--------------------------
Amy J. Lee, Secretary
SECURITY MANAGEMENT COMPANY, LLC

By: JAMES R. SCHMANK
-------------------------------------
James R. Schmank, President
ATTEST:

AMY J. LEE
---------------------------
Amy J. Lee, Secretary

SBL FUND
ADMINISTRATIVE SERVICES AND TRANSFER AGENCY AGREEMENT
SCHEDULE B

The following charges apply to all Series of SBL Fund:

Maintenance Fee: $8.00 per account
Transaction Fee: $1.00
Dividend Fee: $1.00

Annual Administration Fee: .045% (based on average daily net asset values),
except Series X, for which the fee is .09% (based on average daily net asset
values)

The following charges apply only to Series D, K, M and N of SBL Fund.

Global Administration Fee: In addition to the above fees, each of Series D, K, M
and N shall pay an annual fee equal to the greater of .10 percent of its average
net assets or $60,000.

The following charges apply only to Series I of SBL Fund.

Global Administration Fee. In addition to the above fees, Series I shall pay an
annual fee equal to the greater of .10 percent of its average net assets or (i)
$30,000 in the year ended January 28, 2000; (ii) $45,000 in the year ending
January 28, 2001, and (iii) $60,000 thereafter.

AMENDMENT TO
ADMINISTRATIVE SERVICES AND TRANSFER AGENCY AGREEMENT

WHEREAS, on February 10, 1999, the Board of Directors of the Fund authorized the
Fund to offer its common stock in two new series designated as Series H and
Series Y, in addition to its presently offered series of common stock of Series
A, Series B, Series C, Series D, Series E, Series I, Series J, Series K, Series
M, Series N, Series O, Series P, Series S, Series V and Series X; and

WHEREAS, on February 10, 1999, the Board of Directors approved the amendment of
the Administrative Agreement to provide that the Management Company would
provide general administrative, fund accounting, transfer agency, and dividend
disbursing services to Series H and Series Y under the terms and conditions of
the Administrative Agreement;

NOW, THEREFORE BE IT RESOLVED, that the Fund and Management Company hereby amend
the Administrative Agreement, dated April 1, 1987, as follows, effective April
30, 1999:

1. Schedule B shall be deleted in its entirety and the attached Schedule B
inserted in lieu thereof.

2. The Administrative Agreement is hereby amended to cover Series H and
Series Y of the Fund.

IN WITNESS WHEREOF, the parties hereto have executed this Amendment to the
Administrative Agreement this ______ day of ____________, 1999.

SBL FUND

By:
---------------------------------
John D. Cleland, President

ATTEST:

--------------------------
Amy J. Lee, Secretary

SECURITY MANAGEMENT COMPANY, LLC

By:
---------------------------------
James R. Schmank, President

ATTEST:

---------------------------
Amy J. Lee, Secretary

SBL FUND
ADMINISTRATIVE SERVICES AND TRANSFER AGENCY AGREEMENT
SCHEDULE B

The following charges apply to all Series of SBL Fund:

Maintenance Fee: $8.00 per account
Transaction Fee: $1.00
Dividend Fee: $1.00

Annual Administration Fee: .045% for each Series of SBL Fund (based on average
daily net asset values), except for Series H, Series X and Series Y for which
the fee is .09% (based on average daily net asset values)

The following charges apply only to Series D, K, M and N of SBL Fund.

Global Administration Fee: In addition to the above fees, each of Series D, K, M
and N shall pay an annual fee equal to the greater of .10 percent of its average
net assets or $60,000.

The following charges apply only to Series I of SBL Fund.

FORM OF
AMENDMENT TO
ADMINISTRATIVE SERVICES AND TRANSFER AGENCY AGREEMENT

WHEREAS, on February 4, 2000, the Board of Directors of the Fund authorized the
Fund to offer its common stock in five new series designated as Series G, Series
L, Series Q, Series T and Series W; and

WHEREAS, on February 4, 2000, the Board of Directors approved the amendment of
the Administrative Agreement to provide that the Management Company would
provide general administrative, fund accounting, transfer agency, and dividend
disbursing services to Series G, Series L, Series Q, Series T and Series W under
the terms and conditions of the Administrative Agreement.

NOW, THEREFORE BE IT RESOLVED, that the Fund and Management Company hereby amend
the Administrative Agreement, dated April 1, 1987, as follows, effective May 1,
2000:

1. Schedule B shall be deleted in its entirety and the attached Schedule B
inserted in lieu thereof.

2. The Administrative Agreement is hereby amended to cover Series G, Series
L, Series Q, Series T and Series W of the Fund.

IN WITNESS WHEREOF, the parties hereto have executed this Amendment to the
Administrative Agreement this 1st day of May, 2000.

SBL FUND

By: JOHN D. CLELAND
--------------------------------
John D. Cleland, President
ATTEST:

AMY J. LEE
--------------------------
Amy J. Lee, Secretary
SECURITY MANAGEMENT COMPANY, LLC

By: JAMES R. SCHMANK
--------------------------------
James R. Schmank, President
ATTEST:

AMY J. LEE
---------------------------
Amy J. Lee, Secretary

SBL FUND
ADMINISTRATIVE SERVICES AND TRANSFER AGENCY AGREEMENT

SCHEDULE B

A. The following charges apply to all Series of SBL Fund:

Maintenance Fee: $8.00 per account
Transaction Fee: $1.00
Dividend Fee: $1.00

B. Administration Fees:

1. Annual Administration Fee:

a. .045% for Series A, B, C, D, E, I, J, K, M, N, O, P, S, T and V of
SBL Fund (based on average daily net asset values)

b. .09% for Series G, H, L, Q, W, X and Y of SBL Fund (based on average
daily net asset values)

Plus

2. Global Administration Fee:

a. For each of Series D, K, M and N of SBL Fund, an annual fee equal to
the greater of .10 percent of its average net assets or $60,000;

b. For Series I of SBL Fund, an annual fee equal to the greater of .10
percent of its average net assets or (i) $45,000 in the year ending
January 28, 2001 and $60,000 thereafter;

c. For each of Series T of SBL Fund, an annual fee equal to the greater
of .10 percent of its average net assets or (i) $30,000 in the year
ending April 30, 2001, (ii) $45,000 in the year ending April 30,
2002 and (iii) $60,000 thereafter.

AMENDMENT TO
ADMINISTRATIVE SERVICES AND TRANSFER AGENCY AGREEMENT

WHEREAS, on May 3, 2002, the Board of Directors of the Fund approved the
reorganization and liquidation of certain of the Series of the Fund so that
Series K, Global Strategic Income Series was acquired by Series P, High Yield
Series; Series L, Capital Growth Series, was acquired by Series G, Large Cap
Growth Series; and Series M, Global Total Return Series, was acquired by Series
D, Global Series effective August 28, 2002; and

WHEREAS, on May 3, 2002, the Board of Directors approved the amendment of the
Administrative Services and Transfer Agency Agreement to delete said Series K,
L, and M from the terms and conditions of the Administrative Services and
Transfer Agency Agreement; and

WHEREAS, on November 8, 2002, the Board of Directors of the Fund authorized the
Board to issue its common stock in a new series designated as Series Z, Alpha
Opportunity Series, to be effective May 1, 2003; and

WHEREAS, on November 8, 2002, the Board of Directors approved the amendment of
the Administrative Agreement to provide that the Management Company would
provide general administrative, fund accounting, transfer agency, and dividend
disbursing services to Series Z, Alpha Opportunity Series, under the terms and
conditions of the Administrative Agreement.

NOW, THEREFORE, IT IS BY THE PARTIES HERETO AGREED that the Administrative
Agreement is hereby amended, as follows, effective May 1, 2003:

1. Schedule B shall be deleted in its entirety and the attached
Schedule B inserted in lieu thereof.

2. The Administrative Agreement is hereby amended to cover Series Z
and to delete Series K, L, and M of the Fund.

IN WITNESS WHEREOF, the parties hereto have executed this Amendment to the
Administrative Agreement this 8th day of November, 2002.

SBL FUND

By: JAMES R. SCHMANK
------------------------------
James R. Schmank, President

ATTEST:

AMY J. LEE
------------------------------
Amy J. Lee, Secretary

SECURITY MANAGEMENT COMPANY, LLC

By: JAMES R. SCHMANK
------------------------------
James R. Schmank, President

ATTEST:

AMY J. LEE
------------------------------
Amy J. Lee, Secretary

SBL FUND
ADMINISTRATIVE SERVICES AND TRANSFER AGENCY AGREEMENT
SCHEDULE B

A. The following charges apply to all Series of SBL Fund:

Maintenance Fee: $8.00 per account
Transaction Fee: $1.00
Dividend Fee: $1.00

B. Administration Fees:

1. Annual Administration Fee:

a. .045% for Series A, B, C, D, E, I, J, N, O, P, S, T and V of SBL
Fund (based on average daily net asset values)

b. .09% for Series G, H, Q, W, X and Y of SBL Fund (based on average
daily net asset values)

c. 0.145% for Series Z (based on average daily net asset values)

Plus

2. Global Administration Fee:

a. For each of Series D and N of SBL Fund, an annual fee equal to the
greater of .10 percent of its average net assets or $60,000;

b. For Series I of SBL Fund, an annual fee equal to the greater of
.10 percent of its average net assets or $60,000;

c. For each of Series T of SBL Fund, an annual fee equal to the
greater of .10 percent of its average net assets or $60,000.