March 7, 2025 Symetra Life Insurance Company
March 7, 2025
Symetra Life Insurance Company
▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇, ▇▇▇▇▇ ▇▇▇▇
Bellevue, WA 98004
Subject: Your Firm’s Participation Agreement Regarding the Pioneer VCT Portfolios
According to our records, your firm is currently a party to a Participation Agreement (the “Agreement”), with Pioneer Variable Contracts Trust, Amundi Distributor US, Inc. (“ADUS”), and / or Amundi Asset Management US, Inc. (“Amundi US"), relating to the sale and / or servicing of certain series of Pioneer Variable Contracts Trust (the “Pioneer VCT Portfolios”). Furthermore, our records indicate that your firm and / or clients of your firm have assets invested in the Pioneer VCT Portfolios. ▇▇▇▇ is currently the principal underwriter of the Pioneer VCT Portfolios, and Amundi US is currently the investment adviser for the Pioneer VCT Portfolios.
As previously announced, Amundi Asset Management S.A.S. (“Amundi”), the ultimate parent company of both Amundi US and ADUS, Amundi S.A., and Victory Capital Holdings, Inc. (“Victory Capital”) entered into a definitive transaction agreement, pursuant to which Amundi US and ADUS will be acquired by Victory Capital, the parent company of Victory Capital Management Inc. (“VCM”) (the “Transaction”). VCM is the investment adviser to the series of Victory Variable Insurance Funds (the “Victory Funds”) and will be the investment adviser to the Victory Funds and the Pioneer VCT Portfolios following the completion of the Transaction. Victory Capital Services, Inc. (“VCS”) is the principal underwriter to the Victory Funds and will be the principal underwriter to the Victory Funds and the Pioneer VCT Portfolios following the completion of the Transaction.
In connection with the Transaction, each of the Pioneer VCT Portfolios is proposed to reorganize into a corresponding, newly created Victory Fund in the Victory Variable Insurance Funds II trust, subject to the approval of such Pioneer VCT Portfolio’s shareholders (each a “Reorganization”). There are no expected changes to the day-to-day investment management of the respective Pioneer VCT Portfolios as a result of the Reorganizations because VCM expects to employ or retain the services of each Pioneer VCT Portfolio’s current portfolio managers to manage the new Victory Funds immediately following the Reorganizations. Completion of the Transaction and the Reorganizations is currently expected to take place in the first quarter 2025, subject to customary closing conditions.
To ensure a seamless transition of your agreement from the Pioneer Variable Contracts Trust, ADUS, and Amundi US to Victory Variable Insurance Funds II, VCS, and VCM, each of Pioneer Variable Contracts Trust, ADUS and Amundi US is requesting your consent to assign the Agreement, to take effect upon the completion of the Transaction. The listing of Victory Funds potentially covered by the Agreement is attached at the end of this letter. There will be no change to the terms of the Agreement upon its assignment.
Please indicate your consent to the assignment and continuation of the Agreement in connection with the respective Reorganization(s) by signing below and returning the executed consent by March 17, 2025 to ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ at ▇▇▇▇▇▇▇▇▇▇@▇▇▇.▇▇▇ or to:
Victory Funds
c/o ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇▇
Brooklyn, Ohio 44144
If you have any questions about this request, do not hesitate to e-mail ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ at ▇▇▇▇▇▇▇▇▇▇@▇▇▇.▇▇▇.
Thank you for your immediate attention to this matter.
Very truly yours,
Amundi Distributor US, Inc. Victory Capital Services, Inc.
(formerly Pioneer Funds Distributor, Inc.)
By: _____________________________ By: __________________________
Name: Name:
Title: Title:
Amundi Asset Management US, Inc. Victory Capital Management Inc.
(formerly Pioneer Investment Management, Inc.)
By: _____________________________ By: _________________________
Name: Name:
Title: Title:
Pioneer Variable Contracts Trust Victory Variable Insurance Funds II
By: _____________________________ By: ________________________
Name: Name:
Title: Title:
The undersigned hereby consents to the assignment and continuation of the Agreement in connection with the respective Reorganization(s) as described above.
Symetra Life Insurance Company
By: Title: Executive Vice President
Print name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Date:
Victory Pioneer Funds (as applicable) | Former Pioneer Funds Name | ||||
Victory Pioneer Bond VCT Portfolio Class I Shares | Pioneer Bond VCT Portfolio Class I Shares | ||||
Victory Pioneer Bond VCT Portfolio Class II Shares | Pioneer Bond VCT Portfolio Class II Shares | ||||
Victory Pioneer Equity Income VCT Portfolio Class I Shares | Pioneer Equity Income VCT Portfolio Class I Shares | ||||
Victory Pioneer Equity Income VCT Portfolio Class II Shares | Pioneer Equity Income VCT Portfolio Class II Shares | ||||
Victory Pioneer Fund VCT Portfolio Class I Shares | Pioneer Fund VCT Portfolio Class I Shares | ||||
Victory Pioneer Fund VCT Portfolio Class II Shares | Pioneer Fund VCT Portfolio Class II Shares | ||||
Victory Pioneer High Yield VCT Portfolio Class I Shares | Pioneer High Yield VCT Portfolio Class I Shares | ||||
Victory Pioneer High Yield VCT Portfolio Class II Shares | Pioneer High Yield VCT Portfolio Class II Shares | ||||
Victory Pioneer Mid Cap Value VCT Portfolio Class I Shares | Pioneer Mid Cap Value VCT Portfolio Class I Shares | ||||
Victory Pioneer Mid Cap Value VCT Portfolio Class II Shares | Pioneer Mid Cap Value VCT Portfolio Class II Shares | ||||
Victory Pioneer Select Mid Cap Growth VCT Portfolio Class I Shares | Pioneer Select Mid Cap Growth VCT Portfolio Class I Shares | ||||
Victory Pioneer Strategic Income VCT Portfolio Class I Shares | Pioneer Strategic Income VCT Portfolio Class I Shares | ||||
Victory Pioneer Strategic Income VCT Portfolio Class II Shares | Pioneer Strategic Income VCT Portfolio Class II Shares | ||||