EXHIBIT (H)(39)(A)
AMENDMENT NO. 4 TO
ADMINISTRATIVE SERVICES AGREEMENT
Franklin Xxxxxxxxx Services, LLC
The United States Life Insurance Company
in the City of New York
THIS AMENDMENT is made by and between Franklin Xxxxxxxxx Services, LLC
(the "Fund Administrator") and The United States Life Insurance Company in the
City of New York (the "Company").
WHEREAS, The Company and the Fund Administrator have entered into an
Administrative Services Agreement, dated as of November 1, 2001, as may be
amended from time to time (the "Agreement"), concerning certain administrative
services with respect to each series ("Fund" or "Funds") of Franklin Xxxxxxxxx
Variable Insurance Products Trust (the "Trust") listed on the Schedule B of the
Agreement;
WHEREAS, the Company and the Fund Administrator wish to amend the
Agreement for the purpose of updating schedules and adding certain new variable
life or variable annuity insurance contracts covered by the Agreement.
NOW, THEREFORE, in consideration of past and prospective business
relations, the Fund Administrator and the Company hereby amend the Agreement as
follows:
1. Section 6 of the Agreement is hereby amended and restated in its
entirety as set forth below:
"6. Notice. Any notice shall be sufficiently given when sent by
-------
registered or certified mail to the other party at the address of such
party set forth in Schedule C of this Agreement or at such other
address as such party may from time to time specify in writing to the
other party. The quarterly statements called for in Paragraph 3 above
should be sent to the Fund Administrator at the address specified in
Paragraph 3."
2. Schedules A and B of the Agreement are hereby deleted in their entirety
and replaced with the Schedules A and B attached hereto.
3. All other terms and provisions of the Agreement not amended herein
shall remain in full force and effect.
This Amendment is executed effective as of December 31, 2010.
FRANKLIN XXXXXXXXX SERVICES, LLC
By:
----------------------------------
Name:
Title:
THE UNITED STATES LIFE INSURANCE
COMPANY IN THE CITY OF NEW YORK
By:
----------------------------------
Name:
Title:
[Corporate Seal]
Attest:
------------------------------
Name:
Title:
2
SCHEDULE A
ADMINISTRATIVE SERVICES
-----------------------
MAINTENANCE OF BOOKS AND RECORDS
--------------------------------
.. Assist as necessary to maintain book entry records on behalf of the
Funds regarding issuance to, transfer within (via net purchase orders)
and redemption by the Accounts of Fund shares.
.. Maintain general ledgers regarding the Accounts' holdings of Fund
shares, coordinate and reconcile information, and coordinate
maintenance of ledgers by financial institutions and other contract
owner service providers.
COMMUNICATION WITH THE FUNDS
----------------------------
.. Serve as the designee of the Funds for receipt of purchase and
redemption orders from the Account and to transmit such orders, and
payment therefore, to the Funds.
.. Coordinate with the Funds' agents respecting daily valuation of the
Funds' shares and the Accounts' units.
.. Purchase Orders
- Determine net amount available for investment in the Funds.
- Deposit receipts at the Funds' custodians (generally by wire
transfer).
- Notify the custodians of the estimated amount required to pay
dividends or distributions.
.. Redemption Orders
- Determine net amount required for redemptions by the Funds.
- Notify the custodian and Funds of cash required to meet payments.
.. Purchase and redeem shares of the Funds on behalf of the Accounts at
the then-current price in accordance with the terms of each Fund's then
current prospectus.
.. Assistance in enforcing procedures adopted on behalf of the Trust to
reduce, discourage, or eliminate market timing transactions in a Fund's
shares in order to reduce or eliminate adverse effects on a Fund or its
shareholders.
PROCESSING DISTRIBUTIONS FROM THE FUNDS
---------------------------------------
.. Process ordinary dividends and capital gains.
3
.. Reinvest the Funds' distributions.
REPORTS
-------
.. Periodic information reporting to the Funds, including, but not limited
to, furnishing registration statements, prospectuses or private
offering memorandum, statements of additional information, reports,
solicitations for instructions, disclosure statements, sales or
promotional materials and any other filings with the Securities and
Exchange Commission with respect to the Accounts invested in the Funds,
if necessary.
.. Periodic information reporting about the Funds to contract owners,
including necessary delivery of the Funds' prospectus and annual and
semi-annual reports.
FUND-RELATED CONTRACT OWNER SERVICES
------------------------------------
.. Maintain adequate fidelity bond or similar coverage for all Company
officers, employees, investment advisors and other individuals or
entities controlled by the Company who deal with the money and/or
securities of the Funds.
.. Provide general information with respect to Fund inquiries (not
including information about performance or related to sales).
.. Provide information regarding performance of the Funds.
.. Oversee and assist the solicitation, counting and voting of contract
owner pass-through voting interests in the Funds pursuant to Fund proxy
statements.
OTHER ADMINISTRATIVE SUPPORT
----------------------------
.. Provide other administrative and legal compliance support for the Funds
as mutually agreed upon by the Company and the Funds or the Fund
Administrator.
.. Relieve the Funds of other usual or incidental administrative services
provided to individual contract owners.
4
SCHEDULE B
ADMINISTRATIVE EXPENSE PAYMENT
------------------------------
The Fund Administrator agrees to pay the Company a fee, computed daily
and paid quarterly in arrears, equal to an annual rate as set forth below,
applied to the average daily net assets of the shares of the Funds held in the
subaccounts of the Accounts. The payment will be computed and paid in the manner
described more completely in the Agreement.
BEGINNING OF
PERIOD FOR
PRODUCT NAME/ FEE COMPUTATION
# COMPANY SECURITIES ACT NO. FUNDS OF THE TRUST RATE OF FEE
---- --------------------- ---------------------- ------------------------------------------- ---------- ------------
1. The United States Platinum Investor VUL Class 2 shares: ____% 11/01/01
Life Insurance 333-79471 ---------------
Company in the City Franklin U.S. Government Fund
of New York Mutual Shares Securities Fund
Xxxxxxxxx Foreign Securities Fund
2. The United States Platinum Investor Class 2 shares: ____% 11/01/01
Life Insurance Survivor VUL ---------------
Company in the City 333-57062 Franklin U.S. Government Fund
of New York Mutual Shares Securities Fund
Xxxxxxxxx Foreign Securities Fund
3. The United States Platinum Investor Class 2 shares: ____% 09/05/03
Life Insurance Immediate VA ---------------
Company in the City 333-109499 Franklin Small Cap Value Securities Fund
of New York Franklin U.S. Government Fund
Mutual Shares Securities Fund
Xxxxxxxxx Foreign Securities Fund
4. The United States Platinum Investor Class 2 shares: ____% 09/05/03
Life Insurance PLUS ---------------
Company in the City 333-105246 Franklin Small Cap Value Securities Fund
of New York Franklin U.S. Government Fund
Mutual Shares Securities Fund
Xxxxxxxxx Foreign Securities Fund
5. The United States Platinum Investor Class 2 shares: ____% 05/01/07
Life Insurance VIP VUL --------------
Company in the City 333-137941 Franklin Small Cap Value Securities Fund
of New York Franklin U.S. Government Fund
Mutual Shares Securities Fund
Xxxxxxxxx Foreign Securities Fund
6. The United States Protection Advantage Class 2 shares: ____% 09/15/08
Life Insurance Select --------------
Company in the City 333-149403 Franklin Small Cap Value Securities Fund
of New York Mutual Shares Securities Fund
7. The United States Income Advantage Class 2 shares: ____% 09/15/08
Life Insurance Select --------------
Company in the City 333-151575 Franklin Small Cap Value Securities Fund
of New York Mutual Shares Securities Fund
8. The United States Executive Advantage Class 2 shares: ____% 01/01/11
Life Insurance 333-48457 --------------
Company in the City Xxxxxxxxx Developing Markets Securities
of New York Fund
Xxxxxxxxx Foreign Securities Fund
Xxxxxxxxx Growth Securities Fund
5
SCHEDULE C
ADDRESSES FOR NOTICES
If to the Company: The United States Life Insurance Company
In the City of New York
0000 Xxxxx Xxxxxxx
Xxxxxxx, Xxxxx 00000
Attention: General Counsel
If to the Fund Administrator: Franklin Xxxxxxxxx Services, LLC
Xxx Xxxxxxxx Xxxxxxx, Xxxx. 000, 0xx Xxxxx
Xxx Xxxxx, Xxxxxxxxxx 00000
Attention: ________________
With a copy to: Franklin Xxxxxxxxx Investments
One Franklin Parkway, Bldg. 000, 0xx Xxxxx
Xxx Xxxxx, Xxxxxxxxxx 00000
Attention: General Counsel
6