AMENDMENT NO. 1 TO FUND PARTICIPATION AGREEMENT
THIS AMENDMENT NO. 1 TO FUND PARTICIPATION AGREEMENT is made as of this
26th day of June, 1997 by and between SAFECO LIFE INSURANCE COMPANY (the
"Company"), AMERICAN CENTURY VARIABLE PORTFOLIOS, INC. (formerly known as TCI
Portfolios, Inc.) (the "Issuer"), the investment adviser of the Issuer, AMERICAN
CENTURY INVESTMENT MANAGEMENT, INC. (formerly known as Investors Research
Corporation) ("Investors Research") 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, the Issuer and Investors Research are parties to
a certain Fund Participation Agreement dated December 19, 1995 (the "Agreement")
whereby shares of the Funds (as defined in the Agreement) were made available to
serve as investment funding options for the Contracts; and
WHEREAS, the Company, the Issuer and Investors Research wish to
supplement the Agreement as provided herein;
NOW, THEREFORE, in consideration of the mutual promises set forth
herein, the parties hereto agree as follows:
1. Previous Day Pricing Amendment. Section 3(a) of the Agreement
shall be amended by deleting the text thereof in its entirety and inserting in
lieu therefor the following:
"(a) The Issuer hereby appoints the Company as its agent for
the limited purpose of accepting purchase and redemption orders for
Fund shares from the Contract owners. On each day the New York Stock
Exchange (the "Exchange") is open for business (each, a "Business
Day"), the Company may receive instructions from the Contract owners
for the purchase or redemption of shares of the Funds ("Orders").
Orders received and accepted by the Company prior to the close of
regular trading on the Exchange (the "Close of Trading") on any given
Business Day (currently, 3:00 p.m. Central time) and transmitted to the
Issuer by 9:00 a.m. Central time on the next following Business Day
will be executed by the Issuer at the net asset value determined as of
the Close of Trading on the previous Business Day ("Day 1"). Any Orders
received by the Company after the Close of Trading, and all Orders that
are transmitted to the Issuer after 9:00 a.m. Central time on the next
following Business Day, will be executed by the Issuer at the net asset
value next determined following receipt of such Order. The day as of
which an Order is executed by the Issuer pursuant to the provisions set
forth above is referred to herein as the 'Effective Trade Date.'"
Section 3(c) of the Agreement is hereby amended by deleting the text
thereof in its entirety and inserting in lieu therefor the following:
"(c) By 9:00 a.m. Central time on each Business Day, the
Company will provide to Investors Research via facsimile or other
electronic transmission acceptable to Investors Research a report
stating whether the Orders received by the Company from Contract owners
by the Close of Trading on the preceding Business Day resulted in the
Account being a net purchaser or net seller of shares of the Funds. As
used in this Agreement, the phrase "other electronic transmission
acceptable to Investors Research" includes the use of remote computer
terminals located at the premises of the Company, its agents or
affiliates, which terminals may be linked electronically to the
computer system of Investors Research, its agents or affiliates
(hereinafter, "Remote Computer Terminals")."
2. Compensation and Expenses. The last sentence of Section
5(b)of the Agreement is hereby amended by deleting the text thereof in its
entirety and inserting in lieu therefor the following:
"In consideration of the Administrative Services and
performance of all other obligations under this Agreement by the
Company, Investors Research will pay the Company a fee (the
"Administrative Services fee") equal to 20 basis points (0.20%) per
annum of the average aggregate amount invested by the Company under
this Agreement."
3. Assignment. Investors Research hereby assigns all of its
rights and obligations under the Agreement to Distributor, and Distributor
hereby accepts such assignment. The Company hereby consents to such
assignment. After the date of this Amendment, all references to "Investors
Research" in the Agreement shall be deemed to refer to the Distributor.
4. Ratification and Confirmation of Agreement. In the event
of a conflict between the terms of this Amendment No. 1 and the Agreement, it
is the intention of the parties that the terms of this Amendment No. 1
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. 1, the parties hereby confirm and ratify the Agreement.
5. Counterparts. This Amendment No. 1 may be executed in
two or more counterparts, each of which shall be an original and all of which
together shall constitute one instrument.
6. 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. 1
as of the date first above written.
SAFECO LIFE INSURANCE COMPANY AMERICAN CENTURY INVESTMENT
MANAGEMENT, INC.
By: /s/ Xxxxxxx Xxxxxx By: /s/ Xxxxxxx X. Xxxxx
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Name: Xxxxxxx Xxxxxx Xxxxxxx X. Xxxxx
Title: Vice President Executive Vice President
AMERICAN CENTURY VARIABLE AMERICAN CENTURY INVESTMENT
PORTFOLIOS, INC. SERVICES, INC.
By: /s/ Xxxxxxx X. Xxxxx By: /s/ Xxxxxxx X. Xxxxx
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Xxxxxxx X. Xxxxx Xxxxxxx X. Xxxxx
Executive Vice President Executive Vice President
