AMENDMENT #5 TO PARTICIPATION AGREEMENT
DATED AS OF MARCH 21, 2000
(AS AMENDED AND SUPPLEMENTED FROM TIME TO TIME)
This amendment ("Amendment") is entered into as of the 3 1st day of October,
2001, by and between Allmerica Financial Life Insurance and Annuity Company (the
"Company"), INVESCO Funds Group, Inc. (the "Adviser"), INVESCO Distributors,
Inc. (the "Distributor"), and INVESCO Variable Investment Funds, Inc. (the
"Fund").
WHEREAS, the Parties have previously executed a Fund Participation Agreement
dated March 21, 2000 ("Agreement");
NOW THEREFORE, in consideration of the terms, covenants and conditions contained
herein and other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the Parties agree to amend the Agreement as
follows:
1. CONFIDENTIALITY. Notwithstanding anything to the contrary contained in this
Agreement, and in addition to and not in lieu of other provisions in this
Agreement,each party agrees to maintain all information about the other
party that it may acquire pursuant to this Agreement in confidence, and
each party agrees not to use, or permit the use of, any such information
for any purpose except that set forth herein, or to disclose any such
information to any person, without the prior written consent of the other
party. This provision shall survive the termination of this Agreement.
2. NOTICES. All notices required to be made to INVESCO FUNDS GROUP, INC.,
INVESCO DISTRIBUTORS, INC., AND INVESCO VARIABLE INVESTMENTS FUNDS, INC.
under this agreement shall be made to the following address:
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attn.: Legal Department
To the extent possible, this Amendment and the Agreement shall be read together.
In the event of a conflict between the provisions of this Amendment and those of
the Agreement, the provisions of this Amendment shall control.
Except as expressly amended hereby, the Agreement remains in full force and
effect.
INVESCO FUNDS GROUP, INC.
Signature: /s/▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Senior Vice President
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Date: 12/27/01
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INVESCO DISTRIBUTORS, INC.
Signature: /s/▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Senior Vice President
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Date: 12/27/01
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INVESCO VARIABLE INVESTMENT FUNDS, INC.
Signature: /s/▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Senior Vice President
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Date: 12/27/01
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ALLMERICA FINANCIAL LIFE INSURANCE AND ANNUITY COMPANY
Signature: /s/▇▇▇▇ ▇. Hug
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Name: ▇▇▇▇ ▇. Hug, Vice President
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Date: 12/19/01
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