EX-8 3 exhibit8_gsamd.htm EXHIBIT 8 Exhibit8_GSAmd

AMENDMENT 2 TO
PARTICIPATION AGREEMENT BY AND BETWEEN
GOLDMAN SACHS VARIABLE INSURANCE TRUST,
GOLDMAN, SACHS & CO. AND
SYMETRA LIFE INSURANCE COMPANY


This Amendment 2 to the Participation Agreement dated November 20, 2014 (the “Amendment”), is made and entered into this 20th day of November 2014 by and between GOLDMAN SACHS VARIABLE INSURANCE TRUST, a statutory trust formed under the laws of Delaware (the “Trust”), GOLDMAN, SACHS & CO., a New York limited partnership (the “Distributor”), and SYMETRA LIFE INSURANCE COMPANY, a Washington life insurance company (the “Company”), on its own behalf and on behalf of each separate account of the Company referred to herein.

WITNESSETH:

WHEREAS, the Trust, the Distributor and the Company entered into a Participation Agreement on September 28, 2009, as amended (the “2009 Agreement”); and

WHEREAS, the Trust, the Distributor and the Company wish to amend Schedule 1A and 1B of the 2009 Agreement; and

WHEREAS, Article XI of the 2009 Agreement provides that the 2009 Agreement may be amended by written agreement signed by all of the parties.

NOW, THEREFORE, in consideration of the mutual covenants herein contained, which consideration is full and complete, the Trust, the Distributor and the Company hereby agree as follows:

1.
Schedule 1 of the 2009 Agreement is hereby deleted in its entirety and replaced with the attached Schedule 1.



** SIGNATURE PAGE FOLLOWS **


IN WITNESS WHEREOF, each of the parties hereto has caused this Amendment to be executed in its name and behalf by its duly authorized officer on the date specified below.


GOLDMAN SACHS VARIABLE INSURANCE TURST
(Trust)

Date:_________________            By:___________________________________
Name:
Title:


GOLDMAN, SACHS & CO.
(Distributor)

Date:_________________            By:____________________________________
Name:
Title:


SYMETRA LIFE INSURANCE COMPANY
(Company)

Date:_________________            By:____________________________________
Name: Daniel R. Guilbert
Title: Executive Vice President


SCHEDULE 1

Schedule 1A


Separate Accounts of the Company Registered Under the 1940 Act as Unit Investment Trusts

The following separate accounts of the Company are subject to the Agreement:

Name of Account
Date Established by Board of Directors of the Company
SEC 1940 Act Registration Number
Type of Product Supported by Account
Separate Account C
September 14, 1993
811-08052
Individual and Group Variable Annuities
Resource Variable Account B
February 6, 1986
811-4716
Individual and Group Variable Annuities
VCOLI VCOLI X
July 29, 2008
Unregistered
Variable Corporate Owned Life Insurance



Schedule 1B


Variable Annuity Contracts and Variable Life Insurance Contracts Registered
Under the Securities Act of 1933

The following Contracts are subject to the Agreement:

Name of Contract
Available Funds
1933 Act Registration Number
Type of Product
Retirement Passport
All Series of the Goldman Sachs Variable Insurance Trust – Institutional Shares and Service Shares
333-158141
Group Variable Annuity
Symetra True Variable Annuity
All Series of the Goldman Sachs Variable Insurance Trust – Institutional Shares and Service Shares
333-178461
Individual Variable Annuity
VCOLI VCOLI X
All Series of the Goldman Sachs Variable Insurance Trust – Institutional Shares and Service Shares
Unregistered
Private Placement – VCOLI