FUND PARTICIPATION AGREEMENT
THIS FUND PARTICIPATION AGREEMENT is made and entered into as of
December 19, 1995 by and between SAFECO LIFE INSURANCE COMPANY (the "Company"),
TCI PORTFOLIOS, INC. (the "Issuer") and the investment adviser of the Issuer,
INVESTORS RESEARCH CORPORATION ("Investors Research").
WHEREAS, the Company offers to the public certain group and individual
variable annuity contracts (the "Contracts"); and
WHEREAS, the Company wishes to offer as investment options under the
Contracts, TCI Balanced and TCI International (the "Funds"), each of which is a
series of mutual fund shares registered under the Investment Company Act of
1940, as amended, and issued by the Issuer; and
WHEREAS, on the terms and conditions hereinafter set forth, Investors
Research and the Issuer desire to make shares of the Funds available as
investment options under the Contracts and to retain the Company to perform
certain administrative services on behalf of the Funds;
NOW, THEREFORE, the Company, the Issuer and Investors Research agree as
follows:
1. Transactions in the Funds. Subject to the terms and conditions of
this Agreement, the Issuer will make shares of the Funds available to be
purchased, exchanged, or redeemed, by the Company on behalf of the Accounts
(defined in Section 6(a) below) through a single account per Fund at the net
asset value applicable to each order. The Funds' shares shall be purchased and
redeemed on a net basis in such quantity and at such time as determined by the
Company to satisfy the requirements of the Contracts for which the Funds serve
as underlying investment media. Dividends and capital gains distributions will
be automatically reinvested in full and fractional shares of the Funds.
2. Administrative Services. The Company shall be solely responsible for
providing all administrative services for the Contracts owners. The Company
agrees that it will maintain and preserve all records as required by law to be
maintained and preserved, and will otherwise comply with all laws, rules and
regulations applicable to the marketing of the Contracts and the provision of
administrative services to the Contract owners.
3. Processing and Timing of Transactions.
(a) The Issuer hereby appoints the Company as its agent for the limited
purpose of accepting purchase and redemption orders for Fund shares from the
Contract owners. On each day the New York Stock Exchange (the "Exchange") is
open for business (each, a "Business Day"), the Company may receive instructions
from the Contract owners for the purchase or redemption of shares of the Funds
("Orders"). Orders received and accepted by the Company prior to the close of
regular trading on the Exchange (the "Close of Trading") on any given Business
Day (currently, 3:00 p.m. Central time) and transmitted to the Issuer by 9:00
p.m. Central time on such Business Day will be executed by the Issuer at the net
asset value determined as of the Close of Trading on such Business Day. Any
Orders received by the Company on such day but after the Close of Trading, and
all orders that are transmitted to the Issuer after 9:00 p.m. Central time on
such Business Day, will be executed by the Issuer at the net asset value
determined as of the Close of Trading on the next Business Day following the day
of receipt of such Order. The day as of which an Order is executed by the Issuer
pursuant to the provisions set forth above is referred to herein as the
"Effective Trade Date".
(b) By 5:30 p.m. Central time on each Business Day, Investors Research
will provide to the Company via facsimile or other electronic transmission
acceptable to the Company the Funds' net asset value, dividend and capital gain
information and, in the case of income funds, the daily accrual for interest
rate factor (mil rate), determined at the Close of Trading.
(c) By 9:00 p.m. Central time on each Business Day, the Company will
provide to Investors Research via facsimile or other electronic transmission
acceptable to Investors Research a report stating that whether the Orders
received by the Company from Contract owners by the Close of Trading on such
Business Day resulted in the Accounts being net purchasers or net sellers of
shares of the Funds. As used in this Agreement, the phrase "other electronic
transmission acceptable to Investors Research" includes the use of remote
computer terminals located at the premises of the Company, its agents or
affiliates, which terminals may be linked electronically to the computer system
of Investors Research, its agents or affiliates (hereinafter, "Remote Computer
Terminals").
(d) Upon the timely receipt from the Company of the report described in
(c) above, Investors Research will execute the purchase or redemption
transactions (as the case may be) at the net asset value computed as at the
Close of Trading on the Effective Trade Date. Payment for net purchase
transactions shall be made by wire transfer by the Company to the custodial
account designated by the Fund on the Business Day next following the Effective
Trade Date. Such wire transfers shall be initiated by the Company's bank prior
to 3:00 p.m. Central time and received by the Funds prior to 5:00 p.m. Central
time on the Business Day next following the Effective Trade Date. If payment for
a purchase Order is not timely received, such Order will be executed at the net
asset value next computed following receipt of payment. Payments for net
redemption transactions shall be made by wire transfer by the Issuers to the
account designated by the Company within the time period set forth in the
applicable Fund's then-current prospectus; provided, however, Investors Research
will use all reasonable efforts to settle all redemptions on the Business Day
next following the Effective Trade Date. On any Business Day when the Federal
Reserve Wire Transfer System is closed, all communication and processing rules
will be suspended for the settlement of Orders. Orders will be settled on the
next Business Day on which the Federal Reserve Wire Transfer System is open and
the Effective Trade Date will apply.
4. Prospectus and Proxy Materials.
(a) Except as otherwise provided in this Agreement, all expenses
incident to the performance by the Issuer of its obligations under this
Agreement, including the cost of registration of Fund shares with the Securities
and Exchange Commission ("SEC") and in the states where required, shall be paid
by Investors Research or the Issuer.
(b) Investors Research shall provide to the Company copies of the
Issuer's proxy materials, periodic fund reports to shareholders and other
materials that are required by law to be sent to the Issuer's shareholders. In
addition, Investors Research shall provide the Company with a sufficient
quantity of prospectuses of the Funds to be used in conjunction with the
transactions contemplated by this Agreement, together with such additional
copies of the Issuer's prospectuses as may be reasonably requested by Company.
If the Company provides for pass-through voting by the Contract owners,
Investors Research will provide the Company with a sufficient quantity of proxy
materials for each Contract owner.
(c) The cost of preparing, printing and shipping of the prospectuses,
proxy materials, periodic fund reports and other materials of the Issuer to the
Company shall be paid by Investors Research or its agents or affiliates;
provided, however, that if at any time Investors Research or its agent
reasonably deems the usage by the Company of such items to be excessive, it may,
prior to the delivery of any quantity of materials in excess of what is deemed
reasonable, request that the Company demonstrate the reasonableness of such
usage. If the Investors Research believes the reasonableness of such usage has
not been adequately demonstrated, it may request that the Company pay the cost
of printing (including press time) and delivery of any excess copies of such
materials. Unless the Company agrees to make such payments, Investors Research
may refuse to supply such additional materials and this section shall not be
interpreted as requiring delivery by Investors Research or Issuer of any copies
in excess of the number of copies required by law.
(d) The cost of distribution, if any, of any prospectuses, proxy
materials, periodic fund reports and other materials of the Issuer to the
Contract owners shall be paid by the Company and shall not be the responsibility
of Investors Research or the Issuer.
5. Compensation and Expenses.
(a) The Accounts shall be the sole shareholder of Fund shares purchased
for the Contract owners pursuant to this Agreement (the "Record Owners"). The
Company and the Record Owners shall properly complete any applications or other
forms required by Investors Research or the Issuer from time to time.
(b) Investors Research acknowledges that it will derive a substantial
savings in administrative expenses, such as a reduction in expenses related to
postage, shareholder communications and recordkeeping, by virtue of having a
single shareholder account per Fund for the Accounts rather than having each
Contract owner as a shareholder. In consideration of the Administrative Services
and performance of all other obligations under this Agreement by the Company,
Investors Research will pay the Company a fee (the "Administrative Services
fee") equal to 15 basis points (0.15%) per annum of the average aggregate amount
invested by the Company under this Agreement.
(c) The parties understand that Investors Research customarily pays,
out of its management fee, another affiliated corporation for the type of
administrative services to be provided by the Company to the Contract owners.
The parties agree that the payments by Investors Research to the Company, like
Investors Research's payments to its affiliated corporation, are for
administrative services only and do not constitute payment in any manner for
investment advisory services or for costs of distribution.
(d) For the purposes of computing the payment to the Company
contemplated by this Section 5, the average aggregate amount invested by the
Accounts in the Funds over a one month period shall be computed by totalling the
Company's aggregate investment (share net asset value multiplied by total number
of shares of the Funds held by the Company) on each Business Day during the
month and dividing by the total number of Business Days during such month.
(e) Investors Research will calculate the amount of the payment to be
made pursuant to this Section 5 at the end of each calendar quarter and will
make such payment to the Company within 30 days thereafter. The check for such
payment will be accompanied by a statement showing the calculation of the
amounts being paid by Investors Research for the relevant months and such other
supporting data as may be reasonably requested by the Company.
(f) In the event Investors Research reduces its management fee with
respect to any Fund after the date hereof, Investors Research may amend the
Administrative Services fee payable with regard to such Fund by providing the
Company 30 days' advance written notice of any such adjustment. The revised
Administrative Services fee shall become effective as of the latter of 30 days
from the date of delivery of the notice or the date prescribed in the notice.
6. Representations and Warranties.
(a) The Company represents and warrants that: (i) this Agreement has
been duly authorized by all necessary corporate action and, when executed and
delivered, shall constitute the legal, valid and binding obligation of the
Company, enforceable in accordance with its terms; (ii) it has established the
Separate Account C and the Resource Variable Account B (the "Accounts"), each of
which is a separate account under Washington State Insurance law, and has
registered each Account as a unit investment trust under the Investment Company
Act of 1940 (the "1940 Act") to serve as an investment vehicle for the
Contracts; (iii) each Contract provides for the allocation of net amounts
received by the Company to an Account for investment in the shares of one of
more specified investment companies selected among those companies available
through the Account to act as underlying investment media; (iv) selection of a
particular investment company is made by the Contract owner under a particular
Contract, who may change such selection from time to time in accordance with the
terms of the applicable Contract; and (v) the activities of the Company
contemplated by this Agreement comply with all provisions of federal and state
insurance, securities, and tax laws applicable to such activities.
(b) Investors Research represents that: (i) this Agreement has been
duly authorized by all necessary corporate action and, when executed and
delivered, shall constitute the legal, valid and binding obligation of Investors
Research and Issuer, enforceable in accordance with its terms; (ii) the Fund
currently qualifies as a regulated investment company under Subchapter M of the
Code and that it will make every reasonable effort to remain so qualified
(whether under Subchapter M or any successor provision) and that it will notify
the Company promptly upon having a reasonable basis for believing that the Fund
has ceased to so qualify or might not so qualify in the future; and (iii) the
investments of the Funds will at all times be adequately diversified within the
meaning of Section 817(h) of the Internal Revenue Service Code of 1986, as
amended (the"Code"), and the regulations thereunder, and that at all times while
this Agreement is in effect, all beneficial interests in each of the Funds will
be owned by one or more insurance companies or by any other party permitted
under Section 1.817-5(f)(3) of the Regulations promulgated under the Code.
7. Additional Covenants and Agreements.
(a) Each party shall comply with all provisions of federal and state
laws applicable to its respective activities under this Agreement.
(b) Each party shall promptly notify the other parties in the event
that it is, for any reason, unable to perform any of its obligations under this
Agreement.
(c) The Company covenants and agrees that all Orders accepted and
transmitted by it hereunder with respect to each Account on any Business Day
will be based upon instructions that it received from the Contract owners in
proper form prior to the Close of Trading of the Exchange on that Business Day.
(d) The Company covenants and agrees that all Orders transmitted to the
Issuer, whether by telephone, telecopy, or other electronic transmission
acceptable to Investors Research, shall be sent by or under the authority and
direction of a person designated by the Company as being duly authorized to act
on behalf of the owner of the Accounts. Absent actual knowledge to the contrary,
Investors Research shall be entitled to rely on the existence of such authority
and to assume that any person transmitting Orders for the purchase, redemption
or transfer of Fund shares on behalf of the Company is "an appropriate person"
as used in Sections 8-308 and 8-404 of the Uniform Commercial Code with respect
to the transmission of instructions regarding Fund shares on behalf of the owner
of such Fund shares. The Company shall maintain the confidentiality of all
passwords and security procedures issued, installed or otherwise put in place
with respect to the use of Remote Computer Terminals and assumes full
responsibility for the security therefor. The Company further agrees to be
solely responsible for the accuracy, propriety and consequences of all data
transmitted to Investors Research by the Company by telephone, telecopy or other
electronic transmission acceptable to Investors Research.
(e) The Company agrees to make every reasonable effort to market its
Contracts. It will use its best efforts to give equal emphasis and promotion to
shares of the Funds as is given to other underlying investments of the Accounts.
(f) The Company shall not, without the written consent of Investors
Research, make representations concerning the Issuer or the shares of the Funds
except those contained in the then-current prospectus and in current printed
sales literature approved by Investors Research or the Issuer.
(g) Advertising and sales literature with respect to the Issuer or the
Funds prepared by the Company or its agents, if any, for use in marketing shares
of the Funds as underlying investment media to Contract owners shall be
submitted to Investors Research for review and approval before such material is
used.
(h) Investors Research will provide to the Company at least one copy of
all prospectuses, statements of additional information, annual and semi-annual
reports, proxy statements and all amendments or supplements of any of the above
that relate to the Fund promptly after such document becomes effective or
eligible for use by the Funds. In addition, Investors Research will provide the
Company with a copy of any no-action letters or orders granted or issued to the
Fund by the SEC or other regulatory authorities and Investors Research
reasonably believes will materially impact the offering of the Contracts.
(i) The Company will provide to Investors Research at least one
complete copy of all registration statements, prospectuses, statements of
additional information, annual and semi-annual reports, proxy statements, and
all amendments or supplements to any of the above that include a description of
or information regarding the Funds promptly after the filing of such document
with the SEC or other regulatory authority.
8. Use of Names. Except as otherwise expressly provided for in this
Agreement, neither Investors Research nor the Fund shall use any trademark,
trade name, service ▇▇▇▇ or logo of the Company, or any variation of any such
trademark, trade name, service ▇▇▇▇ or logo, without the Company's prior written
consent, the granting of which shall be at the Company's sole option. Except as
otherwise expressly provided for in this Agreement, the Company shall not use
any trademark, trade name, service ▇▇▇▇ or logo of the Issuer or Investors
Research, or any variation of any such trademarks, trade names, service marks,
or logos, without the prior written consent of either the Issuer or Investors
Research, as appropriate, the granting of which shall be at the sole option of
Investors Research and/or the Issuer.
9. Proxy Voting.
(a) The Company shall provide pass-through voting privileges to all
Contract owners so long as the SEC continues to interpret the 1940 Act as
requiring such privileges. It shall be the responsibility of the Company to
assure that it and the separate accounts of the other Participating Companies
(as defined in Section 11(a) below) participating in the Fund calculate voting
privileges in a consistent manner.
(b) The Company will distribute to Contract owners all proxy material
furnished by Investors Research and will vote shares in accordance with
instructions received from such Contract owners. The Company shall vote Fund
shares for which no instructions have been received in the same proportion as
shares for which such instructions have been received. The Company and its
agents shall not oppose or interfere with the solicitation of proxies for Fund
shares held for such Contract owners.
10. Indemnity.
(a) Investors Research agrees to indemnify and hold harmless the
Company and its officers, directors, employees, agents, affiliates and each
person, if any, who controls the Company within the meaning of the Securities
Act of 1933 (collectively, the "Indemnified Parties" for purposes of this
Section 10(a)) against any losses, claims, expenses, damages or liabilities
(including amounts paid in settlement thereof) or litigation expenses (including
legal and other expenses) (collectively, "Losses"), to which the Indemnified
Parties may become subject, insofar as such Losses result from a breach by
Investors Research of a material provision of this Agreement. Investors Research
will reimburse any legal or other expenses reasonably incurred by the
Indemnified Parties in connection with investigating or defending any such
Losses. Investors Research shall not be liable for indemnification hereunder to
the extent such Losses are attributable to the negligence or misconduct of the
Company in performing its obligations under this Agreement.
(b) The Company agrees to indemnify and hold harmless Investors
Research and the Issuer and their respective officers, directors, employees,
agents, affiliates and each person, if any, who controls the Issuer or Investors
Research within the meaning of the Securities Act of 1933 (collectively, the
"Indemnified Parties" for purposes of this Section 10(b)) against any Losses to
which the Indemnified Parties may become subject, insofar as such Losses (i)
result from a breach by the Company of a material provision of this Agreement,
or (ii) arise out of or are based upon any untrue statement or alleged untrue
statement of any material fact contained in any registration statement or
prospectus of the Company regarding the Contracts, if any, or arise out of or
are based upon the omission or alleged omission to state therein a material fact
required to be stated therein or necessary to make the statements therein not
misleading, or (iii) result from the use by any person of a Remote Computer
Terminal, The Company will reimburse any legal or other expenses reasonably
incurred by the Indemnified Parties in connection with investigating or
defending any such Losses. The Company shall not be liable for indemnification
hereunder to the extent such Losses are attributable to the negligence or
misconduct of Investors Research or the Issuer in performing their obligations
under this Agreement.
(c) Promptly after receipt by an indemnified party hereunder of notice
of the commencement of action, such indemnified party will, if a claim in
respect thereof is to be made against the indemnifying party hereunder, notify
the indemnifying party of the commencement thereof; but the omission so to
notify the indemnifying party will not relieve it from any liability which it
may have to any indemnified party otherwise than under this Section 10. In case
any such action is brought against any indemnified party, and it notifies the
indemnifying party of the commencement thereof, the indemnifying party will be
entitled to participate therein and, to the extent that it may wish to, assume
the defense thereof, with counsel satisfactory to such indemnified party, and
after notice from the indemnifying party to such indemnified party of its
election to assume the defense thereof, the indemnifying party will not be
liable to such indemnified party under this Section 10 for any legal or other
expenses subsequently incurred by such indemnified party in connection with the
defense thereof other than reasonable costs of investigation.
(d) If the indemnifying party assumes the defense of any such action,
the indemnifying party shall not, without the prior written consent of the
indemnified parties in such action, settle or compromise the liability of the
indemnified parties in such action, or permit a default or consent to the entry
of any judgement in respect thereof, unless in connection with such settlement,
compromise or consent, each indemnified party receives from such claimant an
unconditional release from all liability in respect of such claim.
11. Potential Conflicts.
(a) The Company has received a copy of an application for exemptive
relief, as amended, filed by Investors Research on December 21, 1987, with the
SEC and the order issued by the SEC in response thereto (the "Shared Funding
Exemptive Order"). The Company has reviewed the conditions to the requested
relief set forth in such application for exemptive relief. As set forth in such
application, the Board of Directors of the Issuer (the "Board") will monitor the
Issuer for the existence of any material irreconcilable conflict between the
interests of the contract owners of all separate accounts ("Participating
Companies") investing in funds of the Issuer. An irreconcilable material
conflict may arise for a variety of reasons, including: (i) an action by any
state insurance regulatory authority; (ii) a change in applicable federal or
state insurance, tax, or securities laws or regulations, or a public ruling,
private letter ruling, no-action or interpretative letter, or any similar
actions by insurance, tax or securities regulatory authorities; (iii) an
administrative or judicial decision in any relevant proceeding; (iv) the manner
in which the investments of any portfolio are being managed; (v) a difference in
voting instructions given by variable annuity contract owners and variable life
insurance contract owners; or (vi) a decision by an insurer to disregard the
voting instructions of contract owners. The Board shall promptly inform the
Company if it determines that an irreconcilable material conflict exists and the
implications thereof.
(b) The Company will report any potential or existing conflicts of
which it is aware to the Board. The Company will assist the Board in carrying
out its responsibilities under the Shared Funding Exemptive Order by providing
the Board with all information reasonably necessary for the Board to consider
any issues raised. This includes, but is not limited to, an obligation by the
Company to inform the Board whenever contract owner voting instructions are
disregarded.
(c) If a majority of the Board, or a majority of its disinterested
Board members, determines that a material irreconcilable conflict exists with
regard to contract owner investments in a Fund, the Board shall give prompt
notice to all Participating Companies. If the Board determines that the Company
is responsible for causing or creating said conflict, the Company shall at its
sole cost and expense, and to the extent reasonably practicable (as determined
by a majority of the disinterested Board members), take such action as is
necessary to remedy or eliminate the irreconcilable material conflict. Such
necessary action may include but shall not be limited to:
(i) withdrawing the assets allocable to the Accounts from
the Fund and reinvesting such assets in a different
investment medium or submitting the question of
whether such segregation should be implemented to a
vote of all affected contract owners and as
appropriate, segregating the assets of any
appropriate group (i.e.,annuity contract owners, life
insurance contract owners, or variable contract
owners of one or more Participating Companies) that
votes in favor of such segregation, or offering to
the affected contract owners the option of making
such a change; and/or
(ii) establishing a new registered management investment
company or managed separate account.
(d) If a material irreconcilable conflict arises as a result of a
decision by the Company to disregard its contract owner voting instructions and
said decision represents a minority position or would preclude a majority vote
by all of its contract owners having an interest in the Issuer, the Company at
its sole cost, may be required, at the Board's election, to withdraw an
Account's investment in the Issuer and terminate this Agreement; provided,
however, that such withdrawal and termination shall be limited to the extent
required by the foregoing material irreconcilable conflict as determined by a
majority of the disinterested members of the Board.
(e) For the purpose of this Section 11, a majority of the disinterested
Board members shall determine whether or not any proposed action adequately
remedies any irreconcilable material conflict, but in no event will the Issuer
be required to establish a new funding medium for any Contract. The Company
shall not be required by this Section 11 to establish a new funding medium for
any Contract if an offer to do so has been declined by vote of a majority of the
Contract owners materially adversely affected by the irreconcilable material
conflict.
12. Termination. This agreement shall terminate as to the
sale and issuance of new Contracts:
(a) at the option of either the Company, Investors Research or
the Issuer upon six months' advance written notice to the other;
(b) at the option of the Company if the Funds' shares are not
available for any reason to meet the requirement of Contracts as determined by
the Company. Reasonable advance notice of election to terminate shall be
urnished by Company;
(c) at the option of either the Company, Investors Research or the
Issuer, upon institution of formal proceedings against the broker-dealer or
broker-dealers marketing the Contracts, the Accounts, the Company, or the Issuer
by the National Association of Securities Dealers, Inc. (the "NASD"), the SEC or
any other regulatory body;
(d) upon termination of the Management Agreement between the Issuer and
Investors Research. Notice of such termination shall be promptly furnished to
the Company. This subsection (d) shall not be deemed to apply if
contemporaneously with such termination a new contract of substantially similar
terms is entered into between the Issuer and Investors Research;
(e) upon the requisite vote of Contract owners having an interest in
the Issuer to substitute for the Issuer's shares the shares of another
investment company in accordance with the terms of Contracts for which the
Issuer's shares had been selected to serve as the underlying investment medium.
The Company will give 60 days' written notice to the Issuer and Investors
Research of any proposed vote to replace the Funds' shares;
(f) upon assignment of this Agreement unless made with the written
consent of all other parties hereto;
(g) if the Issuer's shares are not registered, issued or sold in
conformance with Federal law or such law precludes the use of Fund shares as an
underlying investment medium of Contracts issued or to be issued by the Company.
Prompt notice shall be given by either party should such situation occur; or
(h) at the option of the Issuer, if the Issuer reasonably determines in
good faith that the Company is not offering shares of the Fund in conformity
with the terms of this Agreement or applicable law.
(i) at the option of any party hereto upon a determination that
continuing to perform under this Agreement would, in the reasonable opinion of
the terminating party's counsel, violate any applicable federal or state law,
rule, regulation or judicial order.
13. Continuation of Agreement. Termination as the result of any cause
listed in Section 12 shall not affect the Issuer's obligation to furnish its
shares to Contracts then in force for which its shares serve or may serve as the
underlying medium (unless such further sale of Fund shares is proscribed by law
or the SEC or other regulatory body). Following termination, Investors Research
shall not have any Administrative Services payment obligation to the Company
(except for payment obligations accrued but not yet paid as of the termination
date).
14. Non-Exclusivity. Each of the parties acknowledges and agrees that
this Agreement and the arrangement described herein are intended to be
non-exclusive and that each of the parties is free to enter into similar
agreements and arrangements with other entities.
15. Survival. The provisions of Section 8 (use of names) and
Section 10 (indemnity) of this Agreement shall survive termination of this
Agreement.
16. Amendment. Neither this Agreement, nor any provision hereof,
may be amended, waived, discharged or terminated orally, but only by an
instrument in writing signed by all of the parties hereto.
17. Notices. All notices and other communications hereunder shall be
given or made in writing and shall be delivered personally, or sent by telex,
telecopier, express delivery or registered or certified mail, postage prepaid,
return receipt requested, to the party or parties to whom they are directed at
the following addresses, or at such other addresses as may be designated by
notice from such party to all other parties.
To the Company:
SAFECO Life Insurance Company
▇▇▇▇▇ ▇.▇. ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇ ▇▇▇▇▇▇▇▇, Esq.
(▇▇▇) ▇▇▇-▇▇▇▇ (telephone number)
(▇▇▇) ▇▇▇-▇▇▇▇ (telecopy number)
To the Issuer or Investors Research:
Twentieth Century Mutual Funds
▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇, Esq.
(▇▇▇) ▇▇▇-▇▇▇▇ (telephone number)
(▇▇▇) ▇▇▇-▇▇▇▇ (telecopy number)
Any notice, demand or other communication given in a manner prescribed in this
Section 17 shall be deemed to have been delivered on receipt.
18. Successors and Assigns. This Agreement may not be assigned
without the written consent of all parties to the Agreement at the time of
such assignment. This Agreement shall be binding upon and inure to the benefit
of the parties hereto and their respective permitted successors and assigns.
19. Counterparts. his Agreement may be executed in any number of
counterparts, all of which taken together shall constitute one agreement, and
any party hereto may execute this Agreement by signing any such counterpart.
20. Severability. In case any one or more of the provisions
contained in this Agreement should be invalid, illegal or unenforceable in any
respect, the validity, legality and enforceability of the remaining
provisions contained herein shall not in any way be affected or impaired
thereby.
21. Entire Agreement. This Agreement, including the Attachments
hereto, constitutes the entire agreement between the parties with respect to the
matters dealt with herein, and supersedes all previous agreements, written or
oral, with respect to such matters.
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of
the date set forth above.
INVESTORS RESEARCH CORPORATION SAFECO LIFE INSURANCE COMPANY
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
------------------------------ -----------------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Executive Vice President Title: Vice President
TCI PORTFOLIOS, INC.
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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Executive Vice President