Amendment No. 7 to Participation Agreement
Franklin Xxxxxxxxx Variable Insurance Products Trust
Franklin/Xxxxxxxxx Distributors, Inc.
Symetra Life Insurance Company
Symetra Securities, Inc.
Franklin Xxxxxxxxx Variable Insurance Products Trust (the "Trust"),
Franklin/Xxxxxxxxx Distributors, Inc. (the "Underwriter," and together with
the Trust, "we" or "us"), Symetra Life Insurance Company ("you"), and Symetra
Securities, Inc., your distributor, on your behalf and on behalf of certain
Accounts, have previously entered into a Participation Agreement dated May 1,
2000 and subsequently amended May 1, 2000, May 1, 2002, May 3, 2004,
November 24, 2004, April 29, 2005 and June 5, 2007, respectively (the
"Agreement"). The parties now desire to amend the Agreement by this
amendment (the "Amendment").
Except as modified hereby, all other terms and conditions of the Agreement
shall remain in full force and effect. Unless otherwise indicated, the terms
defined in the Agreement shall have the same meaning in this Amendment.
A M E N D M E N T
For good and valuable consideration, the receipt of which is hereby
acknowledged, the parties agree to amend the Agreement as follows:
1. Section 2.3.2 is amended and restated in its entirety as follows:
"2.3.2 Each investment adviser (each, an "Adviser") of a Portfolio,
as indicated in the current prospectus of the Portfolio, is duly
registered as an investment adviser under the Investment Advisers Act
of 1940, as amended, or exempt from such registration."
2. Schedules A, B, C, D, F and G of the Agreement are deleted and replaced
in their entirety with the Schedules B, C, D, F and G attached hereto,
respectively.
3. All other terms and provisions of the Agreement not amended herein
shall remain in full force and effect.
IN WITNESS WHEREOF, each of the parties has caused its duly authorized
officers to execute this Amendment effective as of August 1, 2007.
The Trust: FRANKLIN XXXXXXXXX VARIABLE INSURANCE PRODUCTS TRUST
Only on behalf of
each Portfolio listed
on Schedule C of
the Agreement. By:___________________________
Name: Xxxxx X. Xxxxxxxx
Title: Vice President
The Underwriter: FRANKLIN/XXXXXXXXX DISTRIBUTORS, INC.
By:___________________________
Name: Xxxxxx Xxxxxx
Title: Senior Vice President
The Company: SYMETRA LIFE INSURANCE COMPANY
By: __________________________
Name: Xxxxx X. Xxxxxxxxxxxx
Title: Vice President
The Distributor: SYMETRA SECURITIES, INC.
By: __________________________
Name: Xxxxx X. Xxxxxxxxxxxx
Title: Vice President
Schedule A
The Company and its Distributor
THE COMPANY
Symetra Life Insurance Company
000 000xx Xxx. XX, Xxxxx 0000
Xxxxxxxx, XX 00000
An insurance company organized under Washington laws.
THE DISTRIBUTOR
Symetra Securities, Inc.
000 000xx Xxx. XX, Xxxxx 0000
Xxxxxxxx, XX 00000
A corporation organized under Washington laws.
Schedule B
Accounts of the Company
Name of Account SEC Registration
------------------------------------------------------------------
Yes/No
------
Symetra Separate Account C Yes
Symetra Separate Account SL Yes
Symetra Resource Variable Account B Yes
Symetra Separate Account D No
Schedule C
Available Portfolios and Classes of Shares of the Trust
Classes 1 and 2 Shares:
1. Franklin Income Securities Fund
2. Franklin Small Cap Value Securities Fund
3. Franklin Small-Mid Cap Growth Securities Fund
4. Franklin U.S. Government Fund
5. Mutual Shares Securities Fund
6. Xxxxxxxxx Developing Markets Securities Fund
7. Xxxxxxxxx Global Income Securities Fund
8. Xxxxxxxxx Growth Securities Fund
9. Franklin Zero Coupon Fund - maturing in December 2010
10. Franklin Xxxxxxxxx VIP Founding Funds Allocation Fund
Class 2 Shares:
11. Franklin Flex Cap Growth Securities Fund
Schedule D
Contracts of the Company
1. Group Variable
2. Premier Accumulation Life VUL
3. Spinnaker
4. Spinnaker Advisor
5. Spinnaker Choice
6. Spinnaker Plus
7. Symetra Complete
8. Symetra Complete Advisor
9. Symetra Focus
Schedule F
Rule 12b-1 Plans of the Trust
Compensation
Each Class 2 Portfolio named on Schedule C of this Agreement shall pay
at an annualized payment rate of 0.25% stated as a percentage per year of that
Portfolio's Class 2 average daily net assets, pursuant to the terms and
conditions referenced below under its Class 2 Rule 12b-1 Distribution Plan.
Agreement Provisions
If the Company, on behalf of any Account, purchases Trust Portfolio
shares ("Eligible Shares") that are subject to a Rule 12b-1 plan adopted under
the 1940 Act (the "Plan"), the Company may participate in the Plan.
To the extent the Company or its affiliates, agents or designees
(collectively "you") provide any activity or service that is primarily intended
to assist in the promotion, distribution or account servicing of Eligible
Shares ("Rule 12b-1 Services") or variable contracts offering Eligible Shares,
the Underwriter, the Trust or their affiliates (collectively, "we") may pay you
a Rule 12b-1 fee. "Rule 12b-1 Services" may include, but are not limited to,
printing of prospectuses and reports used for sales purposes, preparing and
distributing sales literature and related expenses, advertisements, education
of dealers and their representatives, and similar distribution-related
expenses, furnishing personal services to owners of Contracts which may invest
in Eligible Shares ("Contract Owners"), education of Contract Owners, answering
routine inquiries regarding a Portfolio, coordinating responses to Contract
Owner inquiries regarding the Portfolios, maintaining such accounts or
providing such other enhanced services as a Trust Portfolio or Contract may
require, or providing other services eligible for service fees as defined
under NASD rules.
Your acceptance of such compensation is your acknowledgment that
eligible services have been rendered. All Rule 12b-1 fees, shall be based on
the value of Eligible Shares owned by the Company on behalf of its Accounts,
and shall be calculated on the basis and at the rates set forth in the
compensation provision stated above. The aggregate annual fees paid pursuant
to each Plan shall not exceed the amounts stated as the "annual maximums" in
the Portfolio's prospectus, unless an increase is approved by shareholders as
provided in the Plan. These maximums shall be a specified percent of the
value of a Portfolio's net assets attributable to Eligible Shares owned by the
Company on behalf of its Accounts (determined in the same manner as the
Portfoliouses to compute its net assets as set forth in its effective
Prospectus). The Rule 12b 1 fee will be paid to you within thirty (30) days
after the end of the three-month periods ending in January, April, July and
October.
You shall furnish us with such information as shall reasonably be
requested by the Trust's Boards of Trustees ("Trustees") with respect to
the Rule 12b-1 fees paid to you pursuant to the Plans. We shall furnish to
the Trustees, for their review on a quarterly basis, a written report of
the amounts expended under the Plans and the purposes for which such
expenditures were made.
The Plans and provisions of any agreement relating to such Plans
must be approved annually by a vote of the Trustees, including the Trustees
who are not interested persons of the Trust and who have no financial
interest in the Plans or any related agreement ("Disinterested Trustees").
Each Plan may be terminated at any time by the vote of a majority of the
Disinterested Trustees, or by a vote of a majority of the outstanding shares
as provided in the Plan, on sixty (60) days' written notice, without payment
of any penalty. The Plans may also be terminated by any act that terminates
the Underwriting Agreement between the Underwriter and the Trust, and/or
the management or administration agreement between Franklin Advisers, Inc.
and its affiliates and the Trust. Continuation of the Plans is also
conditioned on Disinterested Trustees being ultimately responsible for
selecting and nominating any new Disinterested Trustees. Under Rule 12b-1,
the Trustees have a duty to request and evaluate, and persons who are
party to any agreement related to a Plan have a duty to furnish, such
information as may reasonably be necessary to an informed determination
of whether the Plan or any agreement should be implemented or continued.
Under Rule 12b-1, the Trust is permitted to implement or continue Plans
or the provisions of any agreement relating to such Plans from year-to-
year only if, based on certain legal considerations, the Trustees are able
to conclude that the Plans will benefit each affected Trust Portfolio and
class. Absent such yearly determination, the Plans must be terminated as
set forth above. In the event of the termination of the Plans for any
reason, the provisions of this Schedule F relating to the Plans will also
terminate. You agree that your selling agreements with persons or entities
through whom you intend to distribute Contracts will provide that compensation
paid to such persons or entities may be reduced if a Portfolio's Plan is no
longer effective or is no longer applicable to such Portfolio or class of
shares available under the Contracts.
Any obligation assumed by the Trust pursuant to this Agreement shall be
limited in all cases to the assets of the Trust and no person shall seek
satisfaction thereof from shareholders of the Trust. You agree to waive
payment of any amounts payable to you by Underwriter under a Plan until
such time as the Underwriter has received such fee from the Trust.
The provisions of the Plans shall control over the provisions of the
Participation Agreement, including this Schedule F, in the event of any
inconsistency. You agree to provide complete disclosure as required by
all applicable statutes, rules and regulations of all rule 12b-1 fees
received from us in the prospectus of the Contracts.
Schedule G
Addresses for Notices
To the Company: Symetra Life Insurance Company
000 000xx Xxx XX, Xxxxx 0000
Xxxxxxxx, XX 00000
Attention: Xxxxxxxxxx X. Xxxxxxxxx, Counsel
To the Distributor: Symetra Securities, Inc.
000 000xx Xxx XX, Xxxxx 0000
Xxxxxxxx, XX 00000
Attention: Xxxxxxxxxx X. Xxxxxxxxx, Counsel
To the Trust: Franklin Xxxxxxxxx Variable Insurance Products Trust
Xxx Xxxxxxxx Xxxxxxx, Xxxx. 000 0xx Xxxxx
Xxx Xxxxx, Xxxxxxxxxx 00000
Attention: Xxxxx X. Xxxxxxxx, Vice President
To the Underwriter: Franklin/Xxxxxxxxx Distributors, Inc.
000 Xxxxxxxx Xxxxxxx, 0xx Xxxxx
Xx. Xxxxxxxxxx, XX 00000
Attention: Xxxxx Xxxxx, President
If to the Trust or Underwriter
with a copy to: Franklin Xxxxxxxxx Xxxxxxxxxxx
Xxx Xxxxxxxx Xxxxxxx, Xxxx. 000 0xx Xxxxx
Xxx Xxxxx, Xxxxxxxxxx 00000
Attention: General Counsel
