AMENDMENT NO. 1 TO PRINCIPAL UNDERWRITING AGREEMENT
The PRINCIPAL UNDERWRITING AGREEMENT, dated as of April 29, 1994, by
and between Symetra Life Insurance Company ("the Company") (formerly SAFECO
Life Insurance Company) on behalf of Safeco Resource Variable Account B
("Separate Account") and Symetra Securities, Inc. (formerly SAFECO Securities,
Inc.), a corporation registered as a broker-dealer with the Securities and
Exchange Commission and National Association of Securities Dealers, Inc.
("Distributor" or "Principal Underwriter")(the "Agreement") is hereby amended
as of September 30, 2005 as follows:
WHEREAS, the Company is a life insurance company licensed to sell
various life insurance and annuity products;
WHEREAS, the Distributor acts as principal underwriter with respect to
the variable insurance and annuity products sold by the Company and issued
through the Separate Account;
WHEREAS, both Company and Distributor have undergone name and location
changes since the date of the Agreement;
WHEREAS, the newly adopted Rule 38a-1 under the Investment Company Act
of 1940 ("Rule 38a-1") requires the Company to approve and to oversee the
implementation of the policies and procedures of the Distributor for
compliance with the federal securities laws;
WHEREAS, the Company and the Distributor desire to comply with Rule
38a-1;
NOW, THEREFORE, the Company and the Distributor agree as follows:
1. Effective September 1, 2004, Safeco Life Insurance Company and
Safeco Securities, Inc. changed their names to Symetra
Life Insurance Company and Symetra Securities, Inc.,
respectively. All references in the Agreement to
"SAFECO Life" or "the Company" shall mean Symetra Life
Insurance Company and all references to "Distributor,"
"Principal Underwriter" or "Symetra Securities, Inc." shall
mean Symetra Securities, Inc.
2. Effective September 2, 2004 the Separate Account changed its
name from Safeco Resource Variable Account B to Symetra
Resource Variable Account B. All references to Separate
Account shall mean Symetra Resource Variable Account B.
3. Effective July 15, 2005, all Notices made pursuant to Section
13 of the Agreement shall be made to the following addresses:
TO THE COMPANY:
Symetra Life Insurance Company
Legal Department SC-11
000 000xx Xxx XX, Xxxxx 0000
Xxxxxxxx, XX 00000
TO THE DISTRIBUTOR:
Symetra Securities, Inc.
Legal Department SC-11
000 000xx Xxx XX, Xxxxx 0000
Xxxxxxxx, XX 00000
4. The Distributor will provide the Company with its written
compliance policies and procedures covering services provided
to the Company, as required by Rule 38a-1 under the Investment
Company Act of 1940 ("Rule 38a-1 policies and procedures")
for the approval by the Company. The Distributor's Rule 38a-1
policies and procedures shall be reasonably designed to prevent,
detect, and correct any material violations of the federal
securities laws as defined in Rule 38a-1, which include the
Securities Act of 1933, the Securities and Exchange Act of
1934, the Investment Company Act of 1940, the Investment
Advisers Act of 1940, Title V of the Xxxxx-Xxxxx-Xxxxxx Act
(relating to privacy regulation), the Xxxxxxxx-Xxxxx Act of
2002, any SEC rules adopted under any of these statutes, the
Bank Secrecy Act as it applies to registered investment
company operations (anti-money laundering), and any rules
adopted thereunder by the SEC or the Department of the
Treasury ("Federal Securities Laws").
5. The Distributor will promptly provide the Company's Chief
Compliance Officer with any material changes that have been
made to the Distributor's Rule 38a-1 policies and procedures.
6. The Distributor agrees to cooperate with the Company in the
annual review of the Distributor's Rule 38a-1 policies and
procedures conducted by the Chief Compliance Officer of the
Company to determine the adequacy of the Distributor's Rule
38a-1 policies and procedures and the effectiveness of their
implementation (the "Annual Review"). The Distributor also
agrees to cooperate with the Company in any interim reviews
of the Distributor's Rule 38a-1 policies and procedures to
determine their adequacy and the effectiveness of their
implementation in response to significant compliance events,
changes in business arrangements, and/or regulatory
developments ("Interim Review"). Such cooperation includes,
without limitation, furnishing such certifications,
subcertifications, and documentation as the Company's Chief
Compliance Officer shall reasonably request from time to
time and implementing changes to the Distributor's Rule
38a-1 policies and procedures satisfactory to the Company's
Chief Compliance Officer.
7. The Distributor will provide the Company with ongoing, direct,
and immediate access to the Distributor's compliance personnel
and shall cooperate with the Company's Chief Compliance
Officer in carrying out the Company obligations under Rule
38a-1 to oversee the compliance program of the Distributor
(insofar as such program relates to services provided to the
Company).
8. The Distributor will promptly notify Company in the event that
a Material Compliance Matter, as defined in Rule 38a-1,
occurs with respect to the Distributor's Rule 38a-1 policies
and procedures and will cooperate with the Company in providing
the Company with periodic and special reports in the event any
Material Compliance Matter occurs. A "Material Compliance
Matter" includes any compliance matter that involves: (1) a
violation of the Federal Securities Laws by the Distributor
(or its officers, directors, employees, or agents); (2) a
violation of the Distributor's Rule 38a-1 policies and
procedures; or (3) a weakness in the design or implementation
of the Distributor's Rule 38a-1 policies and procedures.
9. The Distributor, its officers, directors, and employees (and
anyone acting under the direction of any of those) will not,
directly or indirectly, take any action to coerce, manipulate,
mislead, or fraudulently influence the Company's Chief
Compliance Officer in the performance of her or his
responsibilities under Rule 38a-1.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be duly executed as of the 30 day of September, 2005.
SYMETRA LIFE INSURANCE COMPANY
By: Xxxxxxx X. Xxxxxx
----------------------------
Xxxxxxx X. Xxxxxx, President
SYMETRA SECURITIES, INC.
By: Xxxxx X. Xxxxxxxx
----------------------------
Xxxxx X. Xxxxxxxx, President
