AMENDMENT NO. 8 TO FUND PARTICIPATION AGREEMENT
THIS AMENDMENT NO. 8 TO FUND PARTICIPATION AGREEMENT is made as of
this ____ day of ____________, 2007 by and between SYMETRA 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, April 29, 2003, March 28, 2005, July 27,
2005 and March 1, 2007 (the "Agreement") whereby shares of the Funds were made
available to serve as investment funding options for the Contracts;
WHEREAS, the parties desire to expand the number of classes of Funds
available under the Agreement and revise the reimbursement terms for such
Funds as set forth herein;
WHEREAS, the parties to this Amendment now desire to modify the
Agreement as provided herein.
NOW, THEREFORE, in consideration of the mutual promises set forth
herein, the parties hereto agree as follows:
1. Funds Available. The second recital 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, VP
International, VP Ultra, VP Value, VP Large Company Value and VP
Inflation Protection, and Class II of the following Funds: VP Ultra,
VP Large Company Value and VP Inflation Protection, all of which are
issued by American Century Variable Portfolios, Inc. (collectively
the "Funds") and each of which is a series of mutual fund shares
registered under the Investment Company Act of 1940, as amended, and"
2. Amendment of Exhibit A. Exhibit A to the Agreement is hereby
deleted in its entirety and replaced by Exhibit A attached hereto.
3. Ratification and Confirmation of Agreement. In the event of
a conflict between the terms of this Amendment and the Agreement, it is the
intention of the parties that the terms of this Amendment 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, the parties hereby
confirm and ratify the Agreement.
4. Counterparts. This Amendment 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.
8 as of the date first above written.
SYMETRA LIFE INSURANCE COMPANY
By:__________________________
Name:________________________
Title:_______________________
AMERICAN CENTURY INVESTMENT
SERVICES, INC.
By:__________________________
Name:________________________
Title:_______________________
EXHIBIT A
FUNDS AVAILABLE AND APPLICABLE
ADMINISTRATIVE SERVICES FEES
Class I VP Funds FEES
VP Balanced 25 basis points
VP International 25 basis points
VP Value 25 basis points
VP Ultra 25 basis points
VP Large Company Value 25 basis points
VP Inflation Protection 15 basis points
Class II VP Funds FEES
VP Ultra 25 basis points
VP Large Company Value 25 basis points
VP Inflation Protection 15 basis points
