November 15, 1997
Xx. Xxxxxxx X. Xxxxxx
President
Allmerica Financial Life Insurance and Annuity Company
000 Xxxxxxx Xxxxxx
Xxxxxxxxx, Xxxxxxxxxxxxx 00000
Dear Xx. Xxxxxx:
We are pleased to have entered into an agreement with Allmerica Financial
Life Insurance and Annuity Company (the "Company") dated November 15, 1997,
providing for the purchase by the Company of shares of Xxxxxx Xxxxxxx
Universal Funds, Inc. (the "Fund") for its separate accounts to fund variable
annuity contract and variable life policy benefits ("Participation
Agreement").
In recognition of the fact that the Company will provide various administrative
services in connection with the issuance of variable annuity contracts and
variable life insurance policies and the fact that we (or our affiliates), as
investment advisers and administrators to the Fund will not incur administrative
expenses that we would otherwise incur in servicing large numbers of investors
in the Fund (such as shareholder communication, record keeping and postage
expenses), we will pay to the Company, during the term of the Participation
Agreement, an annual fee of .15% of the assets invested in the then offered
portfolios of the Fund under the variable life and variable annuity contracts
sold by the Company (excluding all assets invested during the guarantee (free
look) periods available under the contracts).
Payment will be made on a quarterly basis during the month following the end of
each quarter.
If you agree to the foregoing, please sign the enclosed copy of this letter
and return it to Xxxxx Xxxxx at Xxxxxx Xxxxxxx Asset Management, Inc., 0000
Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000.
Sincerely,
Xxxxxx Xxxxxxx Asset Management, Inc.
By: /s/ Xxxxxxx Xxxxxxxx
----------------------------------
Name: Xxxxxxx Xxxxxxxx
Title: Principal
Xxxxxx, Xxxxxxxx & Xxxxxxxx, LLP
By: /s/ Xxxxx X. Xxxxxxxxxxx
----------------------------------
Name: Xxxxx X. Xxxxxxxxxxx
Title: Managing Director
AGREED
Allmerica Financial Life Insurance and Annuity Company
By: /s/ Xxxxxxx X. Xxxxxx
----------------------------------
Name: Xxxxxxx X. Xxxxxx
Title: President
