AMENDMENT TO
ADMINISTRATIVE SERVICES AGREEMENT
BETWEEN FIRST ALLMERICA FINANCIAL LIFE INSURANCE COMPANY,
INVESCO VARIABLE INVESTMENT FUNDS, INC.
AND INVESCO FUNDS GROUP, INC.
WHEREAS, INVESCO Funds Group, Inc. ("INVESCO") and First Allmerica
Financial Life Insurance Company ("Company"), have entered into a certain
Administrative Services Agreement effective as of the 21st day of March, 2000
("Agreement"); and
WHEREAS, the parties desire to amend said Agreement in the manner
hereinafter set forth;
NOW, THEREFORE, the parties hereby amend the Agreement in the following
form:
1. Section III (a) is deleted in its entirety and replaced with the
following:
a) INVESCO Shall pay to the Company an Administrative Services Fee
(hereinafter, the "Quarterly Fee") equal to a percentage of the
average daily net assets of the Portfolio attributable to
Contracts offered by the Company, at the annual rate of 0.25% for
the Allmerica contracts and at the annual rate of 0.30% for the
Xxxxxx Gateway contracts on the aggregate net assets placed by
the Company in the INVESCO VIF Funds designated by contract in
Schedule B of the Fund Participation Agreement, as may be amended
from time to time. The Quarterly Fee is in consideration of the
expenses incurred by the Company pursuant to Section II hereof.
The payment of the Fee shall commence on the date first indicated
below.
IN WITNESS WHEREOF, each of the parties has caused this Amendment to be
executed in its name on its behalf by its duly authorized representatives as of
May 1, 2001.
INVESCO FUNDS GROUP, INC. FIRST ALLMERICA FINANCIAL LIFE
INSURANCE COMPANY
By: /s/ Xxxxxx X. Xxxxxx By: /s/ Xxxxxxx X. Xxxxxx
---------------------------- ---------------------------
Name: Xxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx
Title: Senior Vice President Title: Vice President
Date: 5-21-01 Date: 5/15/01
INVESCO VARIABLE INVESTMENT FUNDS, INC.
By: /s/ Xxxxxx X. Xxxxxx
----------------------------
Name: Xxxxxx X. Xxxxxx
Title: Treasurer
Date: 5-21-01
