AMENDMENT TO PARTICIPATION AGREEMENT
Exhibit (h)
AMENDMENT TO PARTICIPATION AGREEMENT
This AMENDMENT TO PARTICIPATION AGREEMENT dated and effective as of March 1, 2012 (this “Amendment”), by and among VANGUARD VARIABLE INSURANCE FUND, THE VANGUARD GROUP, INC., VANGUARD MARKETING CORPORATION and SYMETRA LIFE INSURANCE COMPANY.
WITNESSETH:
WHEREAS, the parties hereto have entered into a Participation Agreement dated as of March 14, 2007, as amended (the “Participation Agreement”), pursuant to which the Sponsor has agreed to make shares of certain Portfolios of the Fund available for purchase and redemption by certain Accounts of the Company in connection with the Company’s Variable Insurance Products; and
WHEREAS, the parties desire to modify the Participation Agreement in certain respects;
NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties hereto, intending to be legally bound, hereby agree as follows:
1. Defined Terms. Unless otherwise defined herein, capitalized terms in this Amendment shall have the meanings assigned in the Participation Agreement.
2. Amendment of Participation Agreement. The Participation Agreement is hereby amended as follows:
(a) All references in the Participation Agreement to the National Association of Securities Dealers, Inc. and to the NASD are replaced with references to the Financial Industry Regulatory Authority, Inc. and FINRA, respectively.
(b) The ninth Whereas clause of the Participation Agreement is deleted in its entirety and replaced by the following:
“WHEREAS, (a) the Sponsor and Benefit Trust Company (successor to State Street Bank and Trust Company) (“Benefit Trust”) have entered into a Defined Contribution Clearance & Settlement Agreement dated as of January 22, 2007 (the “Benefit Trust DCC&S Agreement”), which sets forth, among other things, certain operational provisions governing the purchase and redemption of shares of the Fund by Benefit Trust on behalf of the Accounts in connection with certain of the Variable Insurance Products (such Variable Insurance Products, the “Benefit Trust-Traded Products”) and related matters; and (b) the Company and the Sponsor have entered into a Defined Contribution Clearance & Settlement Agreement dated as of March 1, 2012 (the “Symetra DCC&S Agreement”) which sets forth the operational provisions governing the purchase and redemption of shares of the Fund by the Accounts in connection with certain of the Variable Insurance Products (such Variable Insurance Products, the “Symetra-Traded Products”) and related matters;”
(c) Section 1.1 of Article I of the Participation Agreement is deleted in its entirety and replaced with the following:
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“1.1 The Sponsor and the Distributor agree to (a) sell to the Company those shares of the Portfolios of the Fund listed on Schedule B which each Account orders in connection with the BT-Traded Products, in accordance with this Agreement and the applicable provisions of the Benefit Trust DCC&S Agreement and (b) sell to the Company those shares of the Portfolios of the Fund listed on Schedule B which each Account orders in connection with the Symetra-Traded Products, in accordance with this Agreement and the applicable provisions of the Symetra DCC&S Agreement. Schedule A, as it may be amended from time to time by mutual written agreement of the parties, identifies whether each Variable Insurance Product is a BT-Traded Product or a Symetra-Traded Product.”
(d) Section 1.5 of Article I of the Participation Agreement is deleted in its entirety and replaced with the following:
“1.5 The Fund agrees to redeem for cash, on the Company’s request, any full or fractional shares of the Fund held by an Account, in accordance with the relevant provisions of (a) the Benefit Trust DCC&S Agreement, where the redemption is related to a Benefit Trust-Traded Product, and (b) the Symetra DCC&S Agreement, where the redemption is related to a Symetra-Traded Product. The Fund reserves the right to suspend redemption privileges or pay redemptions in kind, as disclosed in the Fund’s prospectus or statement of additional information. The Fund agrees to treat the Company like any other shareholder in similar circumstances in making these determinations.”
(e) Schedule A to the Participation Agreement is replaced with Schedule A attached to this Amendment.
(f) Schedule B to the Participation Agreement is replaced with Schedule B attached to this Amendment.
(g) Schedule C to the Participation Agreement is replaced with Schedule C attached to this Amendment.
3. No Other Modifications. Except as specifically modified hereby, the Participation Agreement remains in full force and effect. If this Amendment conflicts in any way with the terms of the Participation Agreement, the terms of this Amendment shall control.
4. Counterparts. This Amendment may be executed in two or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. This Amendment shall become binding when any two or more counterparts thereof, individually or taken together, bear the signatures of all parties hereto. For the purposes hereof, a facsimile copy of this Amendment, including the signature pages hereto, shall be deemed an original.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed on their behalf by their duly authorized officers as of the day and year first above written.
| VANGUARD VARIABLE INSURANCE FUND | ||
| By: |
| |
| Name: |
Xxxxx Xxxx | |
| Title: |
Secretary | |
| THE VANGUARD GROUP, INC. | ||
| By: |
| |
| Name: |
| |
| Title: |
| |
| VANGUARD MARKETING CORPORATION | ||
| By: |
| |
| Name: |
Xxxxx Xxxx | |
| Title: |
Senior Vice President | |
| SYMETRA LIFE INSURANCE COMPANY | ||
| By: |
| |
| Name: |
Xxxxxx X. Xxxxxxxx | |
| Title: |
Executive Vice President | |
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SCHEDULE A
SEPARATE ACCOUNTS AND ASSOCIATED CONTRACTS
| Name of Separate Account |
Contracts Funded by Separate Account |
Type of Product/NSCC Number | ||
| Symetra Separate Account C |
Symetra Focus Variable Annuity | BT-Traded Product/0761 | ||
| Symetra True VA | Symetra-Traded Product/4609 | |||
| Symetra Complete Variable Insurance Policy | BT-Traded Product/0761 | |||
| Symetra Complete Advisor Variable Insurance Policy | BT-Traded Product/0761 | |||
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SCHEDULE B
PORTFOLIOS
Money Market Portfolio
Total Bond Market Index Portfolio
High-Yield Bond Portfolio
Short-Term Investment Grade Portfolio
Balanced Portfolio
Diversified Value Portfolio
Equity Income Portfolio
Equity Index Portfolio
Growth Portfolio
Mid-Cap Index Portfolio
REIT Index Portfolio
Small Company Growth Portfolio
International Portfolio
Total Stock Market Index Portfolio
Capital Growth Portfolio
Conservative Allocation Portfolio
Moderate Allocation Portfolio
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SCHEDULE C
LARGE TRANSACTION AMOUNTS
| Portfolio |
Large Transaction Amount | |
| Money Market Portfolio |
$3,000,000 | |
| Total Bond Market Index Portfolio |
$ 750,000 | |
| High-Yield Bond Portfolio |
$ 500,000 | |
| Short-Term Investment-Grade Portfolio |
$1,000,000 | |
| Balanced Portfolio |
$1,000,000 | |
| Diversified Value Portfolio |
$1,000,000 | |
| Equity Income Portfolio |
$ 500,000 | |
| Equity Index Portfolio |
$ 500,000 | |
| Growth Portfolio |
$ 500,000 | |
| Mid-Cap Index Portfolio |
$ 100,000 | |
| REIT Index Portfolio |
$ 100,000 | |
| Small Company Growth Portfolio |
$1,000,000 | |
| International Portfolio |
$1,000,000 | |
| Total Stock Market Index Portfolio |
$ 500,000 | |
| Capital Growth Portfolio |
$ 250,000 | |
| Conservative Allocation Portfolio |
$ 25,000 | |
| Moderate Allocation Portfolio |
$ 25,000 |
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