EX-99.B(3)(A) 2 a2191536zex-99_b3a.txt EX-99.B(3)(A) AMENDMENT NO. 1 TO UNDERWRITING AND ADMINISTRATIVE SERVICES AGREEMENT Effective May 1, 2009, the Underwriting and Administrative Services Agreement dated January 22, 2008 (the "Agreement") between Commonwealth Annuity and Life Insurance Company, a Massachusetts corporation ("Commonwealth Annuity"), on its own behalf and on behalf of each of its separate investment accounts, and Epoch Securities, Inc., a Delaware corporation ("Epoch") is hereby amended as follows: 1. Appendix A of the Agreement is deleted in its entirety and replaced with the Appendix A attached hereto. IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be executed in its name and behalf by its duly authorized officer: COMMONWEALTH ANNUITY EPOCH SECURITIES, INC. AND LIFE INSURANCE COMPANY By: By: --------------------------------- --------------------------------- Name: Michael Reardon Name: Margot Wallin Title: President and CEO Title: Chief Compliance Officer Date: Date: APPENDIX A A. SEPARATE ACCOUNTS (ESTABLISHED AFTER 12/31/05) AND CONTRACTS SEPARATE ACCOUNTS Commonwealth Annuity Separate Account A VARIABLE ANNUITY CONTRACTS POLICY FORM MARKETING OR PRODUCT NAME ----------- ------------------------- 3038-07 Advantage IV Variable Annuity 3039-07 Preferred Plus Variable Annuity 3040-09 Horizon Variable Annuity CONTINUED 2 B. SEPARATE ACCOUNTS (ESTABLISHED PRIOR TO 12/31/05) AND CONTRACTS Separate Account VA-K Separate Accounts VA-A, VA-B, VA-C, VA-G, VA-H Separate Accounts D, E, and F VEL Separate Account VEL II Account VEL III Account Inheiritage Account Separate Account IMO Group VEL Account AGENCY VARIABLE ANNUITY CONTRACTS* POLICY FORM MARKETING OR PRODUCT NAME ----------- ------------------------- AVA-FP-67 67 series elective pay AVA-FP-69 69 series elective pay AVA-SP-67 67 series single pay AVA-SP-69 69 series single pay AVA-ST-67 67 series stipulated pay VFR - 68 67 series group elective (GA) VFS - 68 67 series group elective (GB), Flexible Fixed(84-92) A3001-75 75 series elective pay A3002-75 75 series elective pay A3003-75 75 series single pay A3004-75 75 series single pay A3007-78 Colonial AVA (single pay) A3012-79 78/79 series elective pay A3013-79 78/79 series elective pay A3014-79 78/79 series single pay A3015-79 78/79 series single pay A3018-91 Exec Annuity Plus 91 (3) A3021-93 Exec Annuity Plus 93 A3025-96 Allmerica Advantage A3029-99 Allmerica Immediate Advantage A3030-99 Allmerica Value Generation, Directed Advisory Solutions A3036-01 Allmerica Premier Choice * This list shall be deemed to include riders, endorsements, applications, specification pages, state variations, certificates, binders and administrative forms (and all state variations thereof) that are issued with or used with the Contracts. This list includes those Contracts for which Epoch has served as commission paying agent on behalf of Commonwealth Annuity. 3 AGENCY VARIABLE LIFE POLICIES* POLICY FORM MARKETING OR PRODUCT NAME ----------- ------------------------- 1018-87 VEL 87 1018-91 VEL 91 1018-93 VEL 93 1023-93 VEL PG/VEL Plus 1026-94 Variable Inheiritage 1029P-94 Group VEL 1029C-94 Group VEL 1030-96 Agency SPVUL 2nd-to-die, Agency SPVUL Single Life, Agency SPL II 1033-99 IMO, VEL 2001 (Agency) 1034-99 Survivorship VUL (Agency) * This list shall be deemed to include riders, endorsements, applications, specification pages, state variations, certificates, binders and administrative forms (and all state variations thereof) that are issued with or used with the Policies. This list includes those Policies for which Epoch has served as commission paying agent on behalf of Commonwealth Annuity. 4