ADMINISTRATIVE SERVICES AGREEMENT
This Agreement is made as of the 21st day of March ,2000, by and between
INVESCO Funds Group, Inc. ("INVESCO"), and Allmerica Financial Life Insurance
and Annuity Company (the "Company I'), a Delaware corporation, collectively, the
"Parties."
WITNESSETH:
WHEREAS INVESCO serves as the administrator for the INVESCO Variable
Investment Funds, Inc. ( the "Fund"); and
WHEREAS the Company has entered into an agreement, dated 3 /21/00 with the
Fund and INVESCO (the " Fund Participation Agreement") pursuant to which INVESCO
will make shares of certain of its Portfolios available to certain variable life
insurance and/or variable annuity contracts offered the Company through certain
separate accounts (the "Separate Accounts") at net asset value and with no sales
charges, subject to the terms of the Fund Participation Agreement; and
WHEREAS the Fund Participation Agreement provides that the Fund will bear
the costs of preparing, filing with the Securities and Exchange Commission,
printing or duplicating and mailing the Fund's (or the Portfolios') prospectus,
statement of additional information and any amendments or supplements thereto,
periodic reports to shareholders, Fund proxy material and other shareholder
communications (collectively, the "Fund Materials") required by law to be sent
to owners of Contracts ("Contract Owners") who have allocated any Contract value
to a Portfolio; and
WHEREAS the Fund Participation Agreement provides that the Company, at its
expense, will provide various administrative and shareholder contact services
with respect to prospective and actual Variable Contract Owners of the Company;
and
WHEREAS the Fund Participation Agreement makes no provision for the rate at
which each party shall incur expenses in connection with the servicing of
Contract Owners who have allocated Contract value to a portfolio, including, but
not limited to, responding to various Contract Owner inquiries regarding a
Portfolio; and
WHEREAS the Parties hereto wish to allocate the expenses in a manner that
is fair and equitable, and consistent with the best interests of Contract
Owners; and
WHEREAS the Parties hereto wish to establish a means for allocating the
expenses that does not entail the expense and inconvenience of separately
identifying and accounting for each item of Fund expense;
NOW THEREFORE, in consideration of the mutual benefits and promises
contained herein, the Parties hereto agree as follows:
I. SERVICES PROVIDED:
-----------------
The Company agrees to provide services to the Fund and INVESCO including the
following:
a) responding to inquiries from the Company's Contract Owners using one or
more of the Portfolios as an investment vehicle regarding the services
performed by the Company as they relate to INVESCO, the Fund or its
Portfolios;
b) providing information to INVESCO or the Fund and to Contract Owners with
respect to shares attributable to Contract Owner accounts;
c) communicating directly with Contract Owners concerning INVESCO or the
Fund's operations;
e) providing such similar services as INVESCO or the Fund may reasonably
request to the extent permitted or required under applicable statutes,
rules and regulations.
II. EXPENSE ALLOCATIONS:
-------------------
Subject to Section III hereof, and the provisions of Article IV of the Fund
Participation Agreement, the Company or its affiliates shall initially bear the
costs of the following:
a) printing and distributing all Fund Materials to be distributed to
prospective Contract owners except as may otherwise be provided in the Fund
Participation Agreement;
b) printing and distributing all sales literature or promotional material
developed by the Company or its affiliates and relating to the Contracts;
c) servicing Contract Owners who have allocated Contract value to a Portfolio,
which servicing shall include, but is not limited to, the items listed in
Paragraph I of this Agreement.
III. PAYMENT OF EXPENSES:
-------------------
In recognition of the substantial savings in administrative expenses to INVESCO
and the Fund by virtue of having a sole shareholder, the Company, and having
that shareholder be responsible for the servicing of the Contract Owners,
INVESCO will pay an administrative service fee to the Company as described
below:
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 Portfolios attributable to Contracts offered by the
Company, at the annual rate of 0.25% on the aggregate net assets placed by
the Company in the INVESCO VIF Funds designated 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 Quarterly Fee shall commence on the
date first indicated above.
b) From time to time, the Parties hereto shall review the Quarterly Fee to
determine whether it reasonably approximates the incurred and anticipated
costs, over time, of the Company in connection with its duties hereunder.
The Parties agree to negotiate in good faith any change to the Quarterly
Fee proposed by another Party in good faith.
c) This Agreement shall not modify any of the provisions of Article IV of the
Fund Participation Agreement, but shall supplement those provisions.
IV. TERM OF AGREEMENT:
-----------------
This Agreement shall continue in effect for so long as the Company or its
successor(s) in interest, or any affiliate thereof, continues to hold shares of
the Fund or its portfolios, and continues to perform in a similar capacity for
the Fund and INVESCO.
V. INDEMNIFICATION:
---------------
(a) The Company agrees to indemnify and hold harmless the Fund and INVESCO, and
their officers, employees, and directors, from any and all loss, liability
and expense resulting from the gross negligence or willful wrongful act of
the Company under this Agreement, except to the extent such loss, liability
or expense is the result of the willful misfeasance, bad faith or gross
negligence of the Fund or INVESCO in the performance of its duties, or by
reason of the reckless disregard of their obligations and duties under this
Agreement.
(b) The Fund and INVESCO agree to indemnity and hold harmless the Company and
its officers, employees, and directors from any and all loss, liability and
expense resulting from the gross negligence or willful wrongful act of the
Fund or INVESCO under this Agreement, except to the extent such loss,
liability or expense is the result of the willful misfeasance, bad faith or
gross negligence of the Company in the performance of its duties, or by
reason of the reckless disregard of its obligations and duties under this
Agreement.
VI. NOTICES:
-------
Notices and communications required or permitted hereby will be given to the
following persons at the following addresses and facsimile numbers, or such
other persons, addresses or facsimile numbers as the Party receiving such
notices or communications may subsequently direct in writing:
INVESCO Funds Group, Inc.
0000 Xxxx Xxxxx Xxxxxx
Xxxxxx, XX 00000
Attn: Xxxxxx X. Xxxxxx - Senior Vice President
FAX: 000 000-0000
Allmerica Financial Life Insurance
and Annuity Company
000 Xxxxxxx Xxxxxx
Xxxxxxxxx, XX 0 1653
Attn: Xxxxxxx X. Xxxxxx, President
VII. APPLICABLE LAW:
--------------
Except insofar as the Investment Company Act of 1940 or other federal laws and
regulations may be controlling, this Agreement will be construed and the
provisions hereof interpreted under and in accordance with Delaware law, without
regard for that state's principles of conflict of laws.
VIII EXECUTION IN COUNTERPARTS:
-------------------------
This Agreement may be executed simultaneously in two or more counterparts, each
of which taken together will constitute one and the same instrument.
IX. SEVERABILITY:
------------
If any provision of this Agreement is held or made invalid by a court decision,
statute, rule or otherwise, the remainder of this Agreement will not be affected
thereby.
X. RIGHTS CUMULATIVE:
-----------------
The rights, remedies and obligations contained in this Agreement are cumulative
and are in addition to any and all rights, remedies and obligations, at law or
in equity, that the Parties are entitled to under federal and state laws.
XI. HEADINGS:
--------
The headings used in this Agreement are for purposes of reference only and shall
not limit or define the meaning of the provisions of this Agreement.
IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed
in their names and on their behalf by and through their duly authorized officers
signing below.
INVESCO FUNDS GROUP, INC.
By: /s/Xxxxxx X. Xxxxxx
-----------------------
Xxxxxx X. Xxxxxx
Senior Vice President & Treasurer
INVESCO VARIABLE INVESTMENT FUNDS, INC.
By: /s/Xxxxxx X. Xxxxxx
-----------------------
Xxxxxx X. Xxxxxx
Treasurer
ALLMERICA FINANCIAL LIFE INSURANCE AND ANNUITY COMPANY
By: /s/Xxxxxxx X. Xxxxxx
------------------------
Xxxxxxx X. Xxxxxx
President
