SERVICES AGREEMENT
The terms and conditions of this Services Agreement between Xxxxxxx Xxxxxx
Investments, Inc. (the "Adviser") and Allmerica Financial Life Insurance and
Annuity Company and First Allmerica Financial Life Insurance Company
(collectively, the "Companies") are effective as of ______________, 1998.
WHEREAS, the Companies and Xxxxxxx Investor Services, Inc. ("Investor
Services") have entered into a Participating Contract and Policy Agreement dated
____________, 199__, as may be amended from time to time (the "Participation
Agreement"), pursuant to which the Companies, on behalf of certain of its
separate accounts (the "Separate Accounts"), purchases shares ("Shares") of
certain portfolios of Xxxxxxx Variable Life Investment Fund (the "Fund," the
portfolios of which are referred to herein as "Portfolios") to serve as an
investment vehicle under certain variable annuity and/or variable life insurance
contracts ("Variable Contracts") offered by the Companies, which Portfolios may
be one of several investment options available under the Variable Contracts; and
WHEREAS, the Adviser recognizes that in the course of soliciting
applications for its Variable Contracts and in servicing owners of the Variable
Contracts, the Companies and its agents that are registered representatives of
broker-dealers provide information about the Fund and its Portfolios from time
to time, answer questions concerning the Fund and its Portfolios, including
questions respecting Variable Contract owners' interests in one or more
Portfolios, and provide services respecting investments in the Portfolios; and
WHEREAS, the Adviser desires that the efforts of the Companies and its
agents in providing written and oral information and services regarding the Fund
to current and prospective Variable Contract owners shall continue; and
WHEREAS, the following represents the collective intention and
understanding of the service fee agreement between the Adviser and the
Companies.
NOW, THEREFORE, in consideration of their mutual promises, the COMPANIES
and THE ADVISER agree as follows:
1. SERVICES. The Companies and/or its affiliates agree to provide
services ("Services") to current and prospective owners of Variable Contracts
including, but limited to: teleservicing support in connection with the
Portfolios; delivery of reports, notices, proxies and proxy statements and other
informational materials; facilitation of the tabulation of Variable Contract
owners' votes in the event of a Fund shareholder vote; maintenance of Variable
Contract records reflecting Shares purchased and redeemed and Share balances;
provision of support services including providing information about the Fund and
its Portfolios and answering questions concerning the Fund and its Portfolios,
including questions respecting Variable Contract owners' interests in one or
more Portfolios; provision and administration of Variable Contract features for
the benefit of Variable Contract owners in connection with the Portfolios
including fund transfers, dollar cost averaging, asset allocation, portfolio
rebalancing, earnings sweep, and
pre-authorized deposits and withdrawals; and provision of other services as may
be agreed upon from time to time.
2. COMPENSATION. In consideration of the Services, the Adviser agrees to
pay to the Companies a service fee at an annual rate equal to fifteen (15) basis
points (0.15%) (five (5) basis points for the Money Market Portfolio) of the
average daily value of the Shares held in Separate Accounts. Such payments will
be made monthly in arrears, PROVIDED HOWEVER, that such payments shall only be
payable for each calendar month during which time the total dollar value of
Shares held by the Separate Accounts purchased pursuant to the Participation
Agreement exceeds $15 million. For purposes of computing the payment to the
Companies under this paragraph 2, the average daily value of Shares held in
Separate Accounts over a monthly period shall be computed by totaling such
Separate Accounts' aggregate investment (Share net asset value multiplied by
total number of Shares held by such Separate Accounts) on each business day
during the calendar month, and dividing by the total number of business days
during such month. The payment to the Companies under this paragraph 2 shall be
calculated by the Companies at the end of each calendar month and the Companies
shall send a detailed statement of each such fee computation to the Advisor.
Payment shall be due and will be paid to the Companies within 30 days
thereafter.
3. TERM. This Services Agreement shall remain in full force and effect
for an initial term of one year, and shall automatically renew for successive
one year periods. This Services Agreement may be terminated by either party
hereto upon 60 days written notice to the other. This Services Agreement shall
terminate automatically upon the redemption of all Shares held in Separate
Accounts, upon termination of the Participation Agreement, or upon its
assignment by either party hereto. Notwithstanding the termination of this
Services Agreement, the Adviser will continue to pay the service fees in
accordance with paragraph 2 so long as net assets of the Companies or a Separate
Account remain in a Portfolio, provided such continued payment is permitted in
accordance with applicable law and regulation.
4. AMENDMENT. This Services Agreement may be amended only upon mutual
agreement of the parties hereto in writing.
5. EFFECT ON OTHER TERMS, OBLIGATIONS AND COVENANTS. Nothing herein shall
amend, modify or supersede any contractual terms, obligations or covenants among
or between any of the Companies, the Adviser or the Fund previously or currently
in effect, including those contractual terms, obligations or covenants contained
in the Participation Agreement.
2
IN WITNESS WHEREOF, the parties have caused their duly authorized officers
to execute this Services Agreement.
XXXXXXX XXXXXX INVESTMENTS, INC. ALLMERICA FINANCIAL LIFE INSURANCE AND
ANNUITY COMPANY
----------------------------------- -----------------------------------
By: By:
Title: Title:
Date: Date:
FIRST ALLMERICA FINANCIAL LIFE
INSURANCE COMPANY
-----------------------------------
By:
Title:
Date:
3
