AMENDMENT NO. 1
to the
FUND PARTICIPATION AGREEMENT
AMENDMENT, dated as of May 1, 2001 to the Fund Participation Agreement
dated as of the 7th day of March, 2000 (the "Agreement"), by and among Deutsche
Asset Management VIT Funds (formerly, BT Insurance Funds Trust) ("Trust"),
Bankers Trust Company ("Adviser"), and FIRST ALLMERICA FINANCIAL LIFE INSURANCE
COMPANY ("Life Company").
WHEREAS, effective May 1, 2001 Deutsche Asset Management, Inc. ("DAMI")
will replace Adviser as investment adviser to the Trust;
WHEREAS, effective May 1, 2001 the Adviser wishes to transfer all of
its rights, responsibilities and duties under the Agreement to ("DAMI");
WHEREAS, DAMI is duly registered as an investment adviser under the
Investment Advisers Act of 1940, as amended ("Advisers Act");
WHEREAS, Trust, Adviser and Life Company wish to revise Appendix A to
the Agreement in its entirety;
NOW, THEREFORE, in accordance with Section 10.9 of the Agreement,
Trust, Life Company, Adviser and DAMI hereby agree as follows:
1. Effective May 1, 2001 DAMI will replace Adviser and assume
all of the Adviser's rights, responsibilities and duties under the Agreement.
2. Life Company agrees, to the replacement of Adviser with
DAMI.
3. Article IX. NOTICES is hereby amended such that the
addresses for Trust and Adviser are replaced in their entirety with the
following:
If to TRUST:
Deutsche Asset Management VIT Funds
c/o PFPC Global Fund Services
0000 Xxxxxxx Xxxxx
Xxxx xx Xxxxxxx, XX 00000-0000
Attn: Xxx Xxxxxxxx, Legal Department
AND
c/o Deutsche Asset Management Mutual Fund Services
One South Street, Mail Stop 1-18-6
Xxxxxxxxx, XX 00000
Attn: Xxxxxxx Xxxx
If to ADVISER:
Deutsche Asset Management, Inc.
000 Xxxxxxx Xxxxxx, Mail Stop 2355
Xxx Xxxx, XX 00000
Attn: Mutual Fund Marketing
4. Appendix A to the Agreement is hereby amended, and restated
in its entirety, by the Appendix A attached to this Amendment.
Except as expressly set forth above, all other terms and provisions of
the Agreement shall remain in full force and effect.
IN WITNESS WHEREOF, the parties have caused their duly authorized
officers to execute this Amendment as of the date and year first above written.
DEUTSCHE ASSET MANAGEMENT VIT FUNDS
By:_________________________________________
Name:
Title:
FIRST ALLMERICA FINANCIAL LIFE
INSURANCE COMPANY
By:_________________________________________
Name: Xxxxxxx X. Xxxxxx
Title: Vice President
BANKERS TRUST COMPANY
By:_________________________________________
Name:
Title:
DEUTSCHE ASSET MANAGEMENT, INC.
By:_________________________________________
Name:
Title:
APPENDIX A
(Revised effective May 1, 2001)
to Participation Agreement
by and among Deutsche Asset Management VIT Funds, Deutsche Asset
Management, Inc., and Allmerica Financial Life Insurance and Annuity Company
LIST OF PORTFOLIOS:
1) Deutsche Asset Management VIT Funds - Small Cap Index Fund
2) Deutsche Asset Management VIT Funds - EAFE Equity Index Fund
3) Deutsche Asset Management VIT Funds - Equity 500 Index Fund
and such other Portfolios as may become available, and as may be agreed upon by
Life Company, Trust and Adviser, from time to time.
