Amendment to Participation Agreement
Franklin Xxxxxxxxx Variable Insurance Products Trust
Franklin Xxxxxxxxx Distributors, Inc.
SAFECO Life Insurance Company
SAFECO Securities, Inc.
The participation agreement, dated as of May 1, 2000, by and among Franklin
Xxxxxxxxx Variable Insurance Products Trust, Franklin Xxxxxxxxx Distributors,
Inc., and SAFECO Life Insurance Company (the "Agreement") is hereby amended as
follows:
1. SAFECO Securities, Inc. is added as a party to the Agreement.
2. The following Section 2.1.12 is added to the Agreement:
"2.1.12 You undertake and agree to comply,
and to take full responsibility in complying with any and all
laws, regulations, protocols and other requirements relating
to money laundering both United States and foreign, including,
without limitation, the International Money Laundering
Abatement and Anti-Terrorist Financing Act of 2001 (Title III
of the USA Patriot Act), hereinafter, collectively with the
rules, regulations and orders promulgated thereunder, the
"Act," and any requirements and/or requests in connection
therewith, made by regulatory authorities, the Trust or the
Underwriter or their duly appointed agents, either generally
or in respect of a specific transaction, and/or in the context
of a "primary money laundering concern" as defined in the Act.
You agree as a condition precedent to any transaction taking
or continuing to be in effect, to comply with any and all
anti-money laundering laws, regulations, orders or
requirements, and without prejudice to the generality of the
above, to provide regulatory authorities, the Trust, the
Underwriter or their duly appointed agents, with all necessary
reports and information for them to fulfill their obligations,
if any, under the Act for the purposes of the Trust, the
Underwriter, or other third parties complying with any and all
anti-money laundering requirements, including, without
limitation, the enhanced due diligence obligations imposed by
the Act, the filing of Currency Transaction Reports and/or of
Suspicious Activity Reports obligations required by the Act,
and/or the sharing of information requirements imposed by the
Act.
In the event satisfactory reports and information are not
received within a reasonable time period from the date of the
request, the Trust or the Underwriter reserve the right to
reject any transaction and/or cease to deal with you and/or
the Accounts.
Further, you represent that you have not received notice of,
and to your knowledge, there is no basis for, any claim,
action, suit, investigation or proceeding that might result in
a finding that you are not or have not been in compliance with
the Act, and the rules and regulations promulgated thereunder.
You agree to notify the Trust and the Underwriter immediately
if the representation in the previous sentence is no longer
true or if you have a reasonable basis for believing that such
representation may no longer be true."
3. Section 9.2 of the Agreement is hereby deleted in its
entirety and replaced with the following Section 9.2:
"9.2 This Agreement may be terminated immediately
by us upon written notice to you if:
9.2.1 (i) you notify the Trust or the
Underwriter that the exemption from registration
under Section 3(c) of the 1940 Act no longer applies,
or might not apply in the future, to the unregistered
Accounts, or that the exemption from registration
under Section 4(2) or Regulation D promulgated under
the 1933 Act no longer applies or might not apply in
the future, to interests under the unregistered
Contracts; or (ii) the statements made in Section
2.1.3 of this Agreement are no longer true or may no
longer be true or you notify us that the definitional
requirements referred to in that section have ceased
to be met or that they might not be met in the
future; or
9.2.2 either one or both of the Trust or the
Underwriter respectively, shall determine, in their
sole judgment exercised in good faith, that you have
suffered a material adverse change in your business,
operations, financial condition or prospects since
the date of this Agreement or are the subject of
material adverse publicity; or
9.2.3 you give us the written notice
specified above in Section 3.3 and at the same time
you give us such notice there was no notice of
termination outstanding under any other provision of
this Agreement; provided, however, that any
termination under this Section 9.2.3 shall be
effective forty-five (45) days after the notice
specified in Section 3.3 was given; or
9.2.4 you breach any of the provisions of
Section 2.1.12 of this Agreement or any of the
warranties and representations you make in that
Section: (i) were not true on the date such
warranties and representations were made; (ii) are no
longer true; or (iii) have not been true during any
time since such warranties and representations were
made."
4. Section 9.3 of the Agreement is hereby deleted in its entirety
and replaced with the following Section 9.3:
"9.3 If this Agreement is terminated for any reason,
except as required by the Shared Funding Order or pursuant to
Section 9.2.1 or Section 9.2.4, above, we shall, at your
option, continue to make available additional shares of any
Portfolio and redeem shares of any Portfolio pursuant to all
of the terms and conditions of this Agreement for all
Contracts in effect on the effective date of termination of
this Agreement. If this Agreement is terminated as required by
the Shared Funding Order, its provisions shall govern."
5. Schedules B, C, D, E and F of the Agreement are replaced with
the Schedules B, C, D, E and F attached hereto, respectively.
All other terms and provisions of the Agreement not amended herein shall remain
in full force and effect.
Effective Date as of May 1, 2002.
Franklin Xxxxxxxxx Variable Insurance Franklin Xxxxxxxxx Distributors, Inc.
-------------------------------------- -------------------------------------
Products Trust
--------------
By: /s/ Xxxxx X. Xxxxxxxx By: /s/ Xxxxxx X. Xxxxxx
------------------------------------------------ --------------------------
Name: Xxxxxx X. Xxxxxx
Name: Xxxxx X. Xxxxxxxx Title: Vice President
Title: Assistant Vice President
SAFECO Life Insurance Company SAFECO Securities, Inc.
By: /s/ Xxxxx X. Xxxxxxxxxxxx By: /s/ Xxxxx X. Xxxxxx
---------------------------------------- -----------------------
Name: Xxxxx X. Xxxxxxxxxxxx Name: Xxxxx X. Xxxxxx
Title: Vice President Title: President
Schedule B
Accounts of the Company
1. Name: SAFECO Separate Account C
Date Established: February 11, 1994
SEC Registration Number: 811-8052
2. Name: SAFECO Separate Account SL
Date Established: November 6, 1986
SEC Registration Number: 811-04909 / 333-30329
3. Name: SAFECO Resource Variable Account B
Date Established: February 6, 1986
SEC Registration Number: 811-4716
4. Name: SAFECO SAFEFLEX Separate Account D
Date Established: March 12, 1993
SEC Registration Number: NA
...
Schedule C
Available Portfolios and Classes of Shares of the Trust; Investment Advisers
Portfolio Investment Adviser
Franklin Small Cap Fund Class 2 Franklin Advisers, Inc.
Franklin U.S. Government Fund Class 2 Franklin Advisers, Inc.
Mutual Shares Securities Fund Franklin Mutual Advisers, LLC
Templeton Developing Markets Securities Fund Class 2 Xxxxxxxxx Asset Management Ltd.
Templeton Growth Securities Fund Class 2 Xxxxxxxxx Global Advisors Limited
Schedule D
Contracts of the Company
------ ------------ ------------------------------ ------------------------------- ----------------------------------------------
Insurance Product Name Separate Account Name
# Company Registered Y/N Registered Y/N Classes of Shares and Portfolios
1933 Act #, State Form ID 1940 Act #
------ ------------ ------------------------------ ------------------------------- ----------------------------------------------
------ ------------ ------------------------------ ------------------------------- ----------------------------------------------
1 SAFECO Premier Accumulation Life VUL SAFECO Separate Account SL Class 2 shares:
--------------
Life 1933 Act #: 333-30329 Franklin Small Cap Fund
Insurance Form No.: LP-9228EP 11/96 Franklin U.S. Government Fund
Company Xxxxxxxxx Developing Markets Securities Fund
Mutual Shares Securities Fund
Templeton Growth Securities Fund
------ ------------ ------------------------------ ------------------------------- ----------------------------------------------
------ ------------ ------------------------------ ------------------------------- ----------------------------------------------
2 SAFECO SAFECO Safeflex Group VA SAFECO SAFEFLEX Separate Class 2 shares:
--------------
Life Not Registered Account D Franklin Small Cap Fund
Insurance LPC-333 6/92 Franklin U.S. Government Fund
Company LPC-1289 2/01 Xxxxxxxxx Developing Markets Securities Fund
LPC-1292 2/01 Mutual Shares Securities Fund
(and any State specific Templeton Growth Securities Fund
variations)
------ ------------ ------------------------------ ------------------------------- ----------------------------------------------
------ ------------ ------------------------------ ------------------------------- ----------------------------------------------
3 SAFECO Spinnaker SAFECO Separate Account C Class 2 shares:
--------------
Life 1933 Act #: 33-69712 Franklin Small Cap Fund
Insurance LPC-412 7/93 Franklin U.S. Government Fund
Company (and any State specific Xxxxxxxxx Developing Markets Securities Fund
variations) Mutual Shares Securities Fund
Templeton Growth Securities Fund
------ ------------ ------------------------------ ------------------------------- ----------------------------------------------
------ ------------ ------------------------------ ------------------------------- ----------------------------------------------
4 SAFECO Spinnaker Plus SAFECO Resource Variable Class 2 shares:
--------------
Life 1933 Act #: 33-69600 Account B Franklin Small Cap Fund
Insurance LPC 417 7/93 Franklin U.S. Government Fund
Company (and any State specific Xxxxxxxxx Developing Markets Securities Fund
variations) Mutual Shares Securities Fund
Templeton Growth Securities Fund
------ ------------ ------------------------------ ------------------------------- ----------------------------------------------
------ ------------ ------------------------------ ------------------------------- ----------------------------------------------
5 SAFECO Spinnaker Advisor SAFECO Separate Account C Class 2 shares:
--------------
Life 1933 Act #:333-41622 Franklin Small Cap Fund
Insurance LPC-1156 3/00 Franklin U.S. Government Fund
Company LPC-1157 3/00 Xxxxxxxxx Developing Markets Securities Fund
LPC-1158 3/00 Mutual Shares Securities Fund
LPC-1159 3/00 Templeton Growth Securities Fund
(and any State specific
variations)
------ ------------ ------------------------------ ------------------------------- ----------------------------------------------
Schedule E
Other Portfolios Available under the Contracts
As Of May 1, 2002
o SAFECO RST Equity Portfolio The following portfolios are available only if you have been
o SAFECO RST Growth Opportunities Portfolio continuously invested in them since April 30, 2000.
o SAFECO RST Northwest Portfolio
o SAFECO RST Bond Portfolio
o SAFECO RST Money Market Portfolio o Federated International Equity Fund II
o SAFECO RST Small Company Value Portfolio o Fidelity VIP High Income Portfolio
o AIM V.I. Aggressive Growth Fund o Fidelity VIP Equity-Income Portfolio
o AIM V.I. Growth Fund o Fidelity VIP Overseas Portfolio
o American Century VP Balanced o Fidelity VIP II Investment Grade Bond Portfolio
o American Century VP International o Fidelity VIP II Asset Manager Portfolio
o American Century VP Value o Fidelity VIP II Index 500 Portfolio
o The Dreyfus Socially Responsible Growth Fund, Inc. o Fidelity VIP II Asset Manager: Growth Portfolio
o Dreyfus IP - MidCap Stock Portfolio o Fidelity VIP II Contrafund(R)Portfolio
o Dreyfus IP -Technology Growth Portfolio o Fidelity VIP III Balanced Portfolio
o Dreyfus VIF - Appreciation Portfolio o ING VP Natural Resources Trust
o Dreyfus VIF - Quality Bond Portfolio o ING VP Emerging Markets Fund, Inc.
o Federated High Income Bond Fund II x Xxxxxx U.S. Small Cap
o Federated Utility Fund II
o Fidelity VIP Money Market Portfolio
o Fidelity VIP Growth Portfolio
o Fidelity VIP III Growth Opportunities Portfolio
o Fidelity VIP III Growth & Income Portfolio
o Invesco VIF Real Estate Opportunity Fund
o X.X. Xxxxxx U.S. Disciplined Equity Portfolio
x Xxxxxxx VSI Balanced Portfolio
x Xxxxxxx VSI International Portfolio
Schedule F
Rule 12b-1 Plans
Compensation Schedule
Each Portfolio named below shall pay the following amounts pursuant to the terms
and conditions referenced below under its Class 2 Rule 12b-1 Distribution Plan,
stated as a percentage per year of Class 2's average daily net assets
represented by shares of Class 2.
Portfolio Name Maximum Annual Payment Rate
Franklin Small Cap Fund 0.25%
Franklin U.S. Government Fund 0.25%
Mutual Shares Securities Fund 0.25%
Xxxxxxxxx Developing Markets Securities Fund 0.25%
Templeton Growth Securities Fund 0.25%
Agreement Provisions
If the Company, on behalf of any Account, purchases Trust Portfolio
shares ("Eligible Shares") which are subject to a Rule 12b-1 plan adopted under
the 1940 Act (the "Plan"), the Company may participate in the Plan.
To the extent the Company or its affiliates, agents or designees
(collectively "you") provide any activity or service which is primarily intended
to assist in the promotion, distribution or account servicing of Eligible Shares
("Rule 12b-1 Services") or variable contracts offering Eligible Shares, the
Underwriter, the Trust or their affiliates (collectively, "we") may pay you a
Rule 12b-1 fee. "Rule 12b-1 Services" may include, but are not limited to,
printing of prospectuses and reports used for sales purposes, preparing and
distributing sales literature and related expenses, advertisements, education of
dealers and their representatives, and similar distribution-related expenses,
furnishing personal services to owners of Contracts which may invest in Eligible
Shares ("Contract Owners"), education of Contract Owners, answering routine
inquiries regarding a Portfolio, coordinating responses to Contract Owner
inquiries regarding the Portfolios, maintaining such accounts or providing such
other enhanced services as a Trust Portfolio or Contract may require, or
providing other services eligible for service fees as defined under NASD rules.
Your acceptance of such compensation is your acknowledgment that eligible
services have been rendered. All Rule 12b-1 fees, shall be based on the value of
Eligible Shares owned by the Company on behalf of its Accounts, and shall be
calculated on the basis and at the rates set forth in the Compensation Schedule
stated above. The aggregate annual fees paid pursuant to each Plan shall not
exceed the amounts stated as the "annual maximums" in the Portfolio's
prospectus, unless an increase is approved by shareholders as provided in the
Plan. These maximums shall be a specified percent of the value of a Portfolio's
net assets attributable to Eligible Shares owned by the Company on behalf of its
Accounts (determined in the same manner as the Portfolio uses to compute its net
assets as set forth in its effective Prospectus). The Rule 12b-1 fee will be
paid to you within thirty (30) days after the end of the three-month periods
ending in January, April, July and October.
You shall furnish us with such information as shall reasonably be
requested by the Trust's Boards of Trustees ("Trustees") with respect to the
Rule 12b-1 fees paid to you pursuant to the Plans. We shall furnish to the
Trustees, for their review on a quarterly basis, a written report of the amounts
expended under the Plans and the purposes for which such expenditures were made.
The Plans and provisions of any agreement relating to such Plans must
be approved annually by a vote of the Trustees, including the Trustees who are
not interested persons of the Trust and who have no financial interest in the
Plans or any related agreement ("Disinterested Trustees"). Each Plan may be
terminated at any time by the vote of a majority of the Disinterested Trustees,
or by a vote of a majority of the outstanding shares as provided in the Plan, on
sixty (60) days' written notice, without payment of any penalty. The Plans may
also be terminated by any act that terminates the Underwriting Agreement between
the Underwriter and the Trust, and/or the management or administration agreement
between Franklin Advisers, Inc. and its affiliates and the Trust. Continuation
of the Plans is also conditioned on Disinterested Trustees being ultimately
responsible for selecting and nominating any new Disinterested Trustees. Under
Rule 12b-1, the Trustees have a duty to request and evaluate, and persons who
are party to any agreement related to a Plan have a duty to furnish, such
information as may reasonably be necessary to an informed determination of
whether the Plan or any agreement should be implemented or continued. Under Rule
12b-1, the Trust is permitted to implement or continue Plans or the provisions
of any agreement relating to such Plans from year-to-year only if, based on
certain legal considerations, the Trustees are able to conclude that the Plans
will benefit each affected Trust Portfolio and class. Absent such yearly
determination, the Plans must be terminated as set forth above. In the event of
the termination of the Plans for any reason, the provisions of this Schedule F
relating to the Plans will also terminate. You agree that your selling
agreements with persons or entities through whom you intend to distribute
Contracts will provide that compensation paid to such persons or entities may be
reduced if a Portfolio's Plan is no longer effective or is no longer applicable
to such Portfolio or class of shares available under the Contracts.
Any obligation assumed by the Trust pursuant to this Agreement shall be limited
in all cases to the assets of the Trust and no person shall seek satisfaction
thereof from shareholders of the Trust. You agree to waive payment of any
amounts payable to you by Underwriter under a Plan until such time as the
Underwriter has received such fee from the Trust.
The provisions of the Plans shall control over the provisions of the
Participation Agreement, including this Schedule F, in the event of any
inconsistency.
You agree to provide complete disclosure as required by all applicable statutes,
rules and regulations of all rule 12b-1 fees received from us in the prospectus
of the Contracts.
