Exhibit 99.(h)17
AMENDMENT NO. 5 TO
FUND PARTICIPATION AGREEMENT
THIS AMENDMENT NO. 5 TO FUND PARTICIPATION AGREEMENT is made as of this ____ day
of ____________, 2005 by and between SYMETRA LIFE INSURANCE COMPANY (F/KA SAFECO
LIFE INSURANCE COMPANY) (the "Company") and AMERICAN CENTURY INVESTMENT
SERVICES, INC. (the "Distributor"). Capitalized terms not otherwise defined
herein shall have the meaning ascribed to them in the Agreement (defined below).
RECITALS
WHEREAS, the Company and the Distributor are parties to a certain Fund
Participation Agreement dated December 19, 1995, as amended on June 26, 1997,
September 12, 1997, February 22, 2002 and April 29, 2003 (the "Agreement")
whereby shares of the Funds were made available to serve as investment funding
options for the Contracts; and
WHEREAS, the Company, now desires to expand the number of American Century funds
made available by Distributor to its Clients by adding Class II of the VP Large
Company Value Fund and VP Inflation Protection Fund as an investment options
under the Agreement;
WHEREAS, in connection with the expansion of Funds made available under the
Agreement, the parties have agreed to revise the compensation terms as set forth
herein. NOW, THEREFORE, in consideration of the mutual promises set forth
herein, the parties hereto agree as follows:
1. ADDITION OF FUND. The second Whereas clause of the Agreement is hereby
deleted in its entirety and the following is substituted in lieu thereof.
"WHEREAS, the Company wishes to offer as investment options under the
Contracts, Class I of the following Funds: VP Balanced Fund, VP
International Fund and VP Value, which are issued by American Century
Variable Portfolios, Inc. and Class II of the following Funds: VP Ultra
Fund, VP Large Company Value Fund and VP Inflation Protection Fund, which
are issued by American Century Variable Portfolios II, Inc. (collectively
the "Funds") each of which is a series of mutual fund shares registered
under the Investment Company Act of 1940, as amended, and issued by the
issuers, and"
2. COMPENSATION AND EXPENSES: Section 5(b)-(f) are hereby deleted in their
entirety and the following sections shall be substituted in lieu thereof.
"(b) Distributor acknowledges that it will derive a substantial savings in
administrative expenses, such as a reduction in expenses related to
postage, shareholder communications and recordkeeping, by virtue of having
a single shareholder account per Fund for the Accounts rather than
having each Contract owner as a shareholder. In consideration of the
Administrative Services and performance of all other obligations under this
Agreement by the Company, Distributor will pay the Company a fee (the
"Administrative Services Fee") as set forth on EXHIBIT A, attached hereto,
per annum of the average aggregate amount invested by the Company in Class
I and Class II shares of the Funds under this Agreement commencing hereof.
The payments received by the Company under this SECTION 5(b) do not
constitute payment in any manner for investment advisory services."
3. RATIFICATION AND CONFIRMATION OF AGREEMENT. In the event of a conflict
between the terms of this Amendment No.5 and the Agreement, it is the intention
of the parties that the terms of this Amendment No. 5 shall control and the
Agreement shall be interpreted on that basis. To the extent the provisions of
the Agreement have not been amended by this Amendment No. 5, the parties hereby
confirm and ratify the Agreement.
4. COUNTERPARTS. This Amendment No. 5 may be executed in two or more
counterparts, each of which shall be an original and all of which together shall
constitute one instrument.
5. FULL FORCE AND EFFECT. 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. 5 as of the
date first above written.
SYMETRA LIFE INSURANCE COMPANY AMERICAN CENTURY
INVESTMENT SERVICES, INC.
By: By:
--------------------------- ------------------------------------
Name: Name:
Title: Title:
EXHIBIT A
FUNDS AVAILABLE AND APPLICABLE
ADMINISTRATIVE SERVICES FEES
CLASS I VP FUNDS FEES
VP Balanced Fund 25 basis points
VP International Fund 25 basis points
VP Value Fund 25 basis points
CLASS II VP FUNDS FEES
VP Ultra Fund 25 basis points
VP Large Company Value Fund 25 basis points
VP Inflation Protection Fund 15 basis points
