AMENDMENT NO. 1 TO PRINCIPAL UNDERWRITING AGREEMENT
The PRINCIPAL UNDERWRITING AGREEMENT, dated as of February 1, 1997,
by and between First Symetra National Life Insurance Company of New York ("the
Company") (formerly First SAFECO National Life Insurance Company of New
York) on behalf of First SAFECO Separate Account S ("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 __, 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, the parties entered into a Principal Underwriter's Agreement
dated February 1, 1997, the original of which is has not been located as of the
date of this Amendment No. 1;
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. To the best of the parties knowledge and belief, the Agreement was
entered into on February 1, 1997, and the parties hereby ratify and
affirm the existence of such Agreement. The parties acknowledge and
agree that 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.
2. Effective September 1, 2004, First Safeco National Life Insurance
Company of New York and Safeco Securities, Inc. changed their names
to First Symetra National Life Insurance Company of New York and
Symetra Securities, Inc., respectively. All references in the
Agreement to "First SAFECO" or "the Company" shall mean First Symetra
National Life Insurance Company of New York and all references to
"Distributor," "Principal Underwriter" or "Symetra Securities, Inc."
shall mean Symetra Securities, Inc.
3. Effective September 2, 2004 the Separate Account changed its name from
First Safeco Separate Account S to First Symetra Separate Account S.
All references to Separate Account shall mean First Symetra Separate
Account S.
4. Effective July 15, 2005, all Notices made pursuant to Section 13 of the
Agreement shall be made to the following addresses:
TO THE COMPANY:
First Symetra National Life Insurance Company of New York
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
5. 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").
6. 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.
7. 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.
8. 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).
9. 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.
10. 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 ___ day of September, 2005.
FIRST SYMETRA NATIONAL LIFE INSURANCE COMPANY OF NEW YORK
By: ____________________________________
Xxxxxxx X. Xxxxxx, President
SYMETRA SECURITIES, INC.
By: ___________________________
Xxxxx X. Xxxxxxxx, President
