AMENDMENT # 2 TO PARTICIPATION AGREEMENT
AMONG
PIONEER VARIABLE CONTRACTS TRUST,
SYMETRA LIFE INSURANCE COMPANY,
PIONEER INVESTMENT MANAGEMENT, INC.
AND
PIONEER FUNDS DISTRIBUTOR, INC.
THIS AMENDMENT, made and entered into this 1st day of August, 2007
by and among PIONEER VARIABLE CONTRACTS TRUST, a Delaware business trust
(the "Trust"), SYMETRA LIFE INSURANCE COMPANY, a Washington life insurance
company (the "Company") on its own behalf and on behalf of each of the
segregated asset accounts of the Company set forth in Schedule A hereto, as
may be amended from time to time (the "Accounts"), PIONEER INVESTMENT
MANAGEMENT, INC., a Delaware corporation ("PIM") and Pioneer Funds Distributor,
Inc. ("PFD"), a corporation organized under the laws of The Commonwealth of
Massachusetts. PIM and PFD are members of the UniCredito Italiano banking
group, register of banking groups.
WHEREAS, the Company, the Trust, PIM and PFD entered into a
Participation Agreement dated as of the 13th of December, 2004 (the "Fund
Participation Agreement");
WHEREAS, the parties hereto agree that, except as expressly provided
herein, no term or provision of the Fund Participation Agreement shall be
deemed amended, supplemented or modified, and each term and provision of the
Fund Participation Agreement shall remain in full force and effect.
NOW THEREFORE, in consideration of the premises and the agreements
contained herein and other consideration the receipt and sufficiency of which
are hereby acknowledged, the parties hereto agree to amend the Fund
Participation Agreement as follows:
1. Schedule A of the Agreement is hereby deleted and replaced
in its entirety with the Schedule A attached hereto.
2. Schedule B of the Agreement is hereby deleted and replaced
in its entirety with the Schedule B attached hereto.
Except as expressly modified herein, all other provisions of the
Fund Participation Agreement shall remain in full force and effect.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment
to the Fund Participation Agreement as of the date first written above.
SYMETRA LIFE INSURANCE COMPANY
By its authorized officer,
By: ______________
Name: Xxxxx X. Xxxxxxxxxxxx
Title: Vice President
Date:
PIONEER VARIABLE CONTRACTS TRUST,
on behalf of the Portfolios
By its authorized officer and not individually,
By:______________
Xxxxxxxxxxx Xxxxxx
Assistant Secretary
Date:
PIONEER INVESTMENT MANAGEMENT, INC.
By its authorized officer,
By: ________________
Xxxxxxx Xxxxxx
Senior Vice President
Date:
PIONEER FUNDS DISTRIBUTOR, INC.
By its authorized officer,
By: ________________
Xxxxxx Xxxxxxxx
Executive Vice President
Date:
SCHEDULE A
Accounts, Contracts and Portfolios
Subject to the Participation Agreement
As of August 1, 2007
Name of Separate Contracts Funded Portfolios and
Account and Date by Separate Account Class of Shares
Established by Board of Directors Available to Contracts
-------------------------------------------------------------------------------------------------
Symetra Separate Account C Variable Annuity Pioneer Equity Income VCT
established February 11, 1994 Portfolio - (Class I & II Shares)
Symetra Separate Account SL Variable Life Insurance Pioneer Small Cap Value VCT Portfolio
established November 6, 1986 (Class I & II Shares)
Symetra Resource Variable Account B Variable Annuity Pioneer Emerging Markets VCT Portfolio
established February 6, 1986 (Class I & II Shares)
Pioneer Strategic Income VCT Portfolio
(Class I & II Shares)
Pioneer High Yield VCT Portfolio
(Class I & II Shares)
Symetra Deferred Variable Annuity Variable Annuity Pioneer Growth Opportunities VCT Portfolio
Account (Class I Shares)
established December 23, 1986 Pioneer Fund VCT Portfolio
(Class I Shares )
Pioneer Mid Cap Value VCT Portfolio
(Class I Shares)
Symetra Separate Account D (unregistered) Pioneer Bond VCT Portfolio
(Class I Shares)
Resource A (unregistered) Pioneer Money Market VCT Portfolio
(Class I Shares)
Pioneer Real Estate VCT Portfolio
(Class I & II Shares)
Schedule B
1. Administrative Services
Administrative services to Contract owners and participants shall be
the responsibility of the Company and shall not be the responsibility
of the Trust or PFD. The Company will provide properly registered and
licensed personnel and any systems needed for all Contract owners
servicing and support -- for both fund and annuity and life insurance
information and questions, including:
- Communicate all purchase, withdrawal, and exchange
orders it receives from its customers to PFD;
- Respond to Contract owner and participant inquires;
- Delivery of both Trust and Contract prospectuses as
required under applicable law;
- Entry of initial and subsequent orders;
- Transfer of cash to Portfolios;
- Explanations of Portfolio objectives and characteristics;
- Entry of transfers between Portfolios;
- Portfolio balance and allocation inquires; and
- Mail Trust proxies.
2. Administrative Service Fees
For the administrative services set forth above, PIM or any of its affiliates
shall pay a servicing fee based on the annual rate 0.25% of the average
aggregate net daily assets invested in the Class I (after August 1, 2007)
and II Shares of the Portfolios through the Accounts at the end of each
calendar quarter. Such payments will be made to the Company within thirty
(30) days after the end of each calendar quarter. Such fees shall be paid
quarterly in arrears. Each payment will be accompanied by a
statement showing the calculation of the fee payable
to the Company for the quarter and such other supporting data as may
be reasonably requested by the Company. The Company will calculate the asset
balance on each day on which the fee is to be paid pursuant to this Agreement
with respect to each Portfolio for the purpose of reconciling its calculation
of average aggregate net daily assets with PIM's calculation. Annually (as of
December 31) or upon reasonable request of PIM, Company will provide PIM a
statement showing the number of subaccounts in each Class of Shares of each
Portfolio as of the most recent calendar quarter end.
3. 12b-1 Distribution Related Fees (Class II Shares Only)
In accordance with the Portfolios' plans pursuant to Rule 12b-1 under the
Investment Company Act of 1940, PFD will make payments to the Company at an
annual rate of 0.25% of the average daily net assets invested in the Class II
shares of the Portfolios through the Accounts in each calendar quarter.
PFD will make such payments to the Company within thirty (30) days after the
end of each calendar quarter. Each payment will be accompanied by a statement
showing the calculation of the fee payable to the Company for the quarter and
such other supporting data as may be reasonably requested by the Company. The
Rule 12b-1 distribution related fees will be paid to the Company for as long
as the Accounts own any Shares of a Portfolio and (i) distribution services
are being provided pursuant to this Agreement and (ii) a Rule 12b-1 plan is
in effect withrespect to such Portfolio.
