[FORTIS ICON] FORTIS
May 12,1997 FORTIS BENEFITS
INSURANCE COMPANY
P.O. Box 64271
St. Xxxx, Minnesota 55164
(000) 000-0000
(000) 000-0000
Xxxxx X. Xxxxxxxxx
Vice President/Assistant General Counsel
INVESCO Funds Group, Inc.
0000 Xxxx Xxxxx Xxxxxx
Xxxxxx, Xxxxxxxx 00000
RE: INVESCO Variable Investment Funds, Inc. - Participation Agreement
Dear Xxx:
The purpose of this letter is to confirm certain financial arrangements between
INVESCO Funds Group, Inc. ("INVESCO"), the distributor for the Company, and
Fortis Benefits Insurance Company ("Fortis") in connection with Fortis'
investment in the Company through three of its portfolios, INVESCO
VIF-Industrial Income Portfolio, INVESCO VIF-Health Sciences Portfolio, and
INVESCO VIF-Technology Portfolio (individually, a "Portfolio"; collectively, the
"Portfolios").
Administrative services to owners of variable life or annuity contracts offered
by Fortis which are allocated into subaccounts invested in the Company shall be
the responsibility of Fortis. Fortis on behalf of its separate accounts will be
the sole shareholder of record of Company shares. The Fund and INVESCO recognize
that they will derive a substantial savings in administrative expense by virtue
of having a sole shareholder rather than multiple shareholders.
In consideration of the administrative savings resulting from having a sole
shareholder rather than multiple shareholders, INVESCO or its affiliates will
pay an administrative service fee to Fortis equal, on an annual basis, to 0.20%
per annum of the average aggregate net assets of a Portfolio attributable to
variable life or variable annuity contracts offered by Fortis or its affiliates
(collectively, "Eligible Contracts"). Such fee will be paid on a quarterly basis
in arrears. In no event will such fee be paid by the Company, its shareholders,
or by the contract holders, and in no event will INVESCO have any responsibility
under the Participation Agreement dated April 30, 1997, or this letter to pay
any amounts to any third party with respect to Fortis' or the Eligible
Contracts' investments in the Portfolios. Such payments, if any, shall be the
responsibility of Fortis. INVESCO's payments to Fortis are for administrative
services only and do not constitute payment in any manner for investment
advisory services.
INVESCO shall have no obligation to make the above payments until such time as
the net assets of a Portfolio reach $30 Million. Beginning at such time, INVESCO
will make payments on the average aggregate attributable to the Eligible
Contracts that hold investments in such Portfolio. Additionally, at such time as
aggregate net assets attributable to Eligible Contracts reach $50 Million,
without regard to which Portfolio(s) in which such aggregate net assets are
invested, INVESCO shall promptly pay to Fortis a one-time fee of Seventeen
Thousand Dollars and No/l00 ($17,000.00).
These financial arrangements shall continue so long as Fortis holds shares of
the Fund in its subaccounts and Fortis therefore continues to provide
administrative services as set forth above.
FORTIS ADVISERS, INC. (FUND MANAGEMENT SINCE 1949)
FORTIS INVESTERS, INC. (PRINCIPAL UNDERWRITER; MEMBER SIPC)
FORTIS BENEFITS INSURANCE COMPANY & TIME INSURANCE
COMPANY (ISSUERS OF FFG'S INSURANCE PRODUCTS)
Please confirm your understanding of this arrangement by having a copy of this
letter signed where indicated below by an appropriate officer of INVESCO and
return this duplicate copy to me.
Very truly yours,
/s/ Xxxxx X. Xxxxxxxx
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Xxxxx X. Xxxxxxxx
Vice President/Assistant General Counsel
DAP/cdr/U:\XXXXXXXX\INVESC02.WPD
INVESCO FUNDS GROUP, INC.
By: /s/ Xxxxxx X.Xxxxxx
-------------------
Name: Xxxxxx X. Xxxxxx
Title: Senior Vice President and Treasurer
