First Amendment to the Amended and Restated Fund Participation Agreement
EXHIBIT (8)(g)
First Amendment to the Amended and Restated Fund Participation Agreement
This amendment (the “Amendment”) by and between BLACKROCK VARIABLE SERIES FUNDS, INC. (the
“Fund”), BLACKROCK INVESTMENTS, LLC (“BRIL”), BLACKROCK ADVISORS, LLC (“BAL”), the investment
advisor (for the purpose of and solely with respect to Sections 3.12, 5.2A, 5.3 and 5.4 and Article
9 only) and THE UNITED STATES LIFE INSURANCE COMPANY IN THE CITY OF NEW YORK (“Company”), a life
insurance company organized under the laws of the state of New York, on its own behalf and on
behalf of each separate account of the Company set forth on Schedules A-1 and A-2, as may be
amended from time to time (the “Separate Accounts”) which Amendment is dated as of October ____,
2014 and effective as of October 1, 2014 (the “Effective Date”).
WHEREAS, the parties hereto entered into the Amended and Restated Fund Participation
Agreement, which was executed as of August 26, 2013 and effective as of October 1, 2010 (the
“Agreement”);
WHEREAS, the parties desire to amend the Agreement to rename Schedule A to be called Schedule
A-1 and add Schedule A-2 in order to add a new variable annuity product to be issued by the
Company;
WHEREAS, the parties desire to amend the Agreement to revise the allocation of expenses for
printing and distributing shareholder materials regarding the Portfolios;
WHEREAS, the parties desire to amend the Agreement to update Schedule B in order to add
certain Portfolios that the Company and its Separate Accounts desire to offer in its Contracts;
WHEREAS, the parties wish to update provisions in the Agreement relating to representations
and warranties, indemnification and confidentiality.
NOW, THEREFORE, in consideration of the promises and mutual covenants hereinafter contained,
the parties, intending to be legally bound, agree as follows:
1. Schedule A is hereby renamed Schedule A-1 and Schedule A-2 is hereby added to the Agreement
in the form attached hereto.
2. Schedule B is hereby deleted in its entirety and replaced as attached hereto.
3. Sections 2.2 through 2.6 are hereby deleted in their entirety and amended as follows:
| 2.2 | (a) At least annually, the Underwriter or its designee shall provide the Company, free of charge, with as many copies of the current prospectus (describing only the Portfolios listed in Schedule B hereto) for the Shares as the Company may reasonably request for distribution to existing Contract owners whose Contracts are funded by such Shares. The Underwriter or its designee shall provide the Company, at the Company’s expense, with as many copies of the current prospectus for the Shares as the Company may reasonably require for distribution to Contract owners whose Contracts are not funded by such Shares and prospective purchasers of Contracts. If requested by the Company in lieu thereof, the Underwriter or its designee shall provide an electronic version of the prospectus suitable for duplication by the Company and other assistance as is reasonably necessary in order for the Company once each year (or more frequently if the prospectus for the Shares is supplemented or amended) to have the Fund prospectus and the Contract prospectus printed together in one document or separately, or to print the Fund prospectus in combination with other fund companies’ prospectuses; the usual, customary and |
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| reasonable expenses of such printing for existing Contract owners whose Contracts are funded by such Shares to be borne by the Underwriter or its designee, and the expenses of such printing for existing Contract owners whose Contracts are not funded by such Shares and prospective purchasers of Contracts to be borne by the Company. |
(b) The prospectus for the Shares shall state that the statement of additional
information for the Shares is available from the Fund or its designee. The
Underwriter or its designee shall provide the Company, free of charge, with an
electronic version of such statement of additional information suitable for
duplication by the Company. The expenses of printing and distribution by the Company
to any Contract owner or prospective purchaser of Contracts who request such
statement of additional information shall be at the Company’s expense.
(c) The Underwriter or its designee shall provide the Company, free of charge, with
copies, if and to the extent applicable to the Shares, of the Fund’s proxy materials
in such quantity as the Company shall reasonably request for distribution to existing
Contract owners whose Contracts are funded by such Shares.
(d) The Underwriter or its designee shall provide the Company, free of charge, with
copies, if and to the extent applicable to the Shares, of the Fund’s reports to
shareholders and other communications to shareholders in such quantity as the Company
shall reasonably request for distribution to Contract owners whose Contracts are
funded by such Shares. If requested by the Company in lieu thereof, the Underwriter
or its designee shall provide an electronic version of such reports and
communications; the usual, customary and reasonable expenses of such printing for
existing Contract owners whose Contracts are funded by such Shares to be borne by the
Underwriter or its designee, and the expenses of such printing with respect to
existing Contract owners whose Contracts are not funded by such Shares and
prospective purchasers of Contracts to be borne by the Company.
(e) The Company will provide the Underwriter or its designee with supporting
documentation which is sufficient in the reasonable opinion of the Underwriter or its
designee to enable the Underwriter or its designee to verify the printing expenses
for which the Company requests reimbursement. The Company agrees to use its best
efforts to minimize any such expenses. The Company agrees that any printer it selects
shall be a reputable printer within the industry.
2.3 With respect to any prospectus, shareholder report, shareholder communication or proxy
solicitation materials that concern solely the Fund and no other investment vehicle funding
the Separate Accounts, the Underwriter or its designee shall pay for the Company’s usual,
customary and reasonable distribution costs in connection with postage and mailing of such
materials to existing Contract owners whose Contracts are funded by such Shares. The cost
of preparing and printing the proxy solicitation materials shall be borne by the Underwriter
or its designee. The Company will provide the Underwriter or its designee with supporting
documentation which is sufficient in the reasonable opinion of the Underwriter or its
designee to enable the Underwriter or its designee to verify the distribution expenses for
which the Company requests reimbursement. The Company agrees to use its best efforts to
minimize any such expenses. Any distribution costs with respect to providing these
materials to existing Contract owners whose Contracts are not funded by such Shares and
prospective purchasers of Contracts shall be borne by the Company.
2.4 With respect to any prospectus, shareholder report or proxy solicitation materials that
concern the Fund together with other investment vehicles funding the Separate Accounts, the
Underwriter or its designee shall pay a proportionate amount of the Company’s costs as
follows:
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| (a) | The usual, customary and reasonable expenses of printing a combined prospectus or a combined prospectus supplement or amendment (collectively, the “Combined Prospectus”) will be proportionally borne by the Underwriter or its designee by applying the following formula: [A/B] x C where “A” equals the number of pages in the Combined Prospectus that is attributable to the Fund’s prospectus, “B” equals the total number of pages of the Combined Prospectus, and “C” represents the total usual, customary and reasonable costs of printing the Combined Prospectus. The Company will provide the Underwriter or its designee with supporting documentation which is sufficient in the reasonable opinion of the Underwriter or its designee to enable the Underwriter or its designee to verify the expenses for which the Company requests reimbursement pursuant to the formula described above. For clarity, the Underwriter or its designee will only pay the costs described above with respect to printing the materials described above for existing Contract owners whose Contracts are funded by Shares and will not pay any costs in connection with printing such materials for existing Contract owners whose Contracts are not funded by such Shares or prospective purchasers of Contracts. The Company agrees to use its best efforts to minimize any such expenses. The Company agrees that any printer it selects shall be a reputable printer within the industry. | ||
| (b) | The usual, customary and reasonable expenses of printing a combined Fund annual or semi-annual report (collectively, the “Combined Report”) will be proportionally borne by the Underwriter or its designee by applying the following formula: [A/B] x C where “A” equals the number of pages in the Combined Report that is attributable to the Fund’s report, “B” equals the total number of pages of the Combined Report and “C” represents the total usual, customary and reasonable costs of printing the Combined Report. The Company will provide the Underwriter or its designee with supporting documentation which is sufficient in the reasonable opinion of the Underwriter or its designee to enable the Underwriter or its designee to verify the expenses for which the Company requests reimbursement pursuant to the formula described above. For clarity, the Underwriter or its designee will only pay the costs described above with respect to printing the materials described above for existing Contract owners whose Contracts are funded by Shares and will not pay any costs in connection with printing such materials for existing Contract owners whose Contracts are not funded by such Shares or prospective purchasers of Contracts. The Company agrees to use its best efforts to minimize any such expenses. The Company agrees that any printer it selects shall be a reputable printer within the industry. | ||
| (c) | The usual, customary and reasonable postage and mailing expenses for distributing the Combined Prospectus and the Combined Report to existing Contract owners whose Contracts are funded by Shares will be proportionally borne by the Underwriter or its designee by applying the following formula: [A/B] x C where “A” equals the number of prospectus/reports in the Combined Prospectus/Combined Report that is distributed on behalf of the Fund, “B” equals the total number of prospectuses/reports in the Combined Prospectus/Combined Report and “C” represents the total usual, customary and reasonable costs of distributing the Combined Prospectus/Combined Report. The Company will provide the Underwriter or its designee with supporting documentation which is sufficient in the reasonable opinion of the Underwriter or its designee to enable the Underwriter or its designee to verify the expenses for which the Company requests reimbursement pursuant to the formula described above. For clarity, the Underwriter or its designee will only pay the costs described above with respect to providing the materials described above to existing Contract owners whose Contracts are funded by Shares and will not pay any costs in connection with providing such materials to existing Contract owners whose Contracts are not funded by such Shares or prospective purchasers of Contracts. The Company agrees to use its best efforts to minimize any such expenses. |
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| 2.5 | (a) In the event that an electronic version of the materials is provided, the Underwriter or its designee shall be responsible solely for providing the materials in the format in which it is accustomed to formatting such materials and shall bear the expense of providing the materials in such format, and the Company shall bear the expense of adjusting or changing the format to conform with any of its Contract materials. |
(b) The provision of such documents shall not be required to be made any sooner than
promptly after the filing of such document(s) with the SEC or other regulatory
authorities.
(c) Except as specified above, the Underwriter and its designee shall bear no
expenses for preparing and filing with regulatory authorities all disclosure and
other materials regarding the Separate Accounts and/or Contracts, including, but not
limited to, prospectuses, periodic reports to shareholders and other shareholder
communications, the responsibilities for such materials and the expenses therefor to
be borne by the Company.
2.6
The Company shall furnish, or cause to be furnished, to the Fund or its designee, a
copy of language that would be used in any prospectus or private placement memorandum
(“PPM”) for the Contracts or statement of additional information for the Contracts in which
the Fund, the Underwriter or BAL (“Fund Parties”) is named prior to the filing of such
document with the SEC. The Company shall furnish, or shall cause to be furnished, to the
Fund or its designee, each piece of sales literature or other promotional material in which
the Fund, the Underwriter or BAL is named, at least ten Business Days prior to its use. No
such prospectus or PPM, statement of additional information or material shall be used if any
of the Fund Parties reasonably objects to such use.
4.
Section 3.5 of the Agreement is hereby deleted in its entirety and replaced by the revised
Section 3.5 as follows:
3.5 The Fund represents and warrants that: (i) it does and will comply in all material
respects with the 1940 Act and the rules and regulations thereunder; (ii) the Fund’s 1940
Act registration statement has been filed with the SEC in accordance with the provisions of
the 1940 Act and the Fund is duly registered as an open-end management investment company
thereunder; (iii) the Fund’s registration statement has been declared effective by the SEC;
(iv) the Fund shares will be issued in compliance in all material respects with all
applicable federal laws; (v) the Fund will remain registered under and will comply in all
material respects with the 1940 Act during the term of this Agreement; (vi) the Fund shall
register and qualify its shares for sale in accordance with the laws of the various states
only if and to the extent deemed advisable by the Fund; (vii) the Fund shall not take any
action which would impact the treatment of the Contracts as annuities under Section 72 of
the Code; and (viii) income earned by the Portfolios, whether from the ownership of a wholly
owned subsidiary that is a controlled foreign corporation or from other investments, shall
constitute qualifying income to the Portfolios for purposes of section 851(b)(2) of the
Code.
5.
Section 3.6 of the Agreement is hereby deleted in its entirety and replaced by the revised
Section 3.6 as follows:
3.6 The Fund has adopted a Distribution Plan (the “Plan”) with regard to the Class II
and Class III shares of each Portfolio, pursuant to Rule 12b-1 under the Investment Company
Act. The Plan permits the Underwriter to pay to each Insurance Company that enters into an
agreement with the Underwriter to provide distribution related services to Contract owners,
a
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fee, at the end of each month, of up to 0.15% of the net asset value of the Class II
shares and up to 0.25% of the net asset value of Class III shares of each Portfolio held by
such Insurance Company. The Company agrees to waive the payment of any such distribution
fee unless and until the Underwriter has received such fees from the Fund. The Fund shall
provide notice of any modification or termination of such payments under the Plan. If the
Plan is no longer effective or is no longer applicable to the Portfolios in the Contracts
(the “12b-1 Termination”), the parties shall discuss, in good faith, alternate fee
arrangements. If no new agreement is reached within thirty (30) days after the 12b-1
Termination (or at such later date mutually acceptable to all parties), the Company, at its
option, may elect to immediately terminate this Agreement, and/or may elect to obtain an
order of exemption pursuant to Section 26(c) of the 1940 Act (a “Substitution Order”) for
the Portfolio(s).
6.
A new Section 3.12 is hereby added to the Agreement as follows:
3.12 BAL represents and warrants that: (i) BAL is a limited liability company duly
organized and in good standing under Delaware law; (ii) BAL is registered as an investment
adviser under federal securities laws; (iii) the Fund shares offered and sold pursuant to
this Agreement will be registered under the 1933 Act and each Fund shall be registered under
the 1940 Act (iv) each Portfolio is currently qualified as a regulated investment company
(“RIC”) under Subchapter M of the Code, and represents that it will use its best efforts to
qualify and to maintain qualification of each Portfolio as a RIC. BAL will notify the
Company immediately in writing upon having a reasonable basis for believing that a Portfolio
has ceased to so qualify or that it might not so qualify in the future; (v) it will comply
and maintain each Portfolio’s compliance with the diversification requirements set forth in
Section 817(h) of the Code and Section 1.817-5 of the regulations under the Code. BAL will
notify the Company immediately upon having a reasonable basis for believing that a Portfolio
has ceased to so comply or that a Portfolio might not so comply in the future. In the event
of a breach of this Section 3.12 by the Portfolio, it will take all reasonable steps to
adequately diversify the Portfolio so as to achieve compliance within the grace period
afforded by Section 1.817-5 of the regulations under the Code; (vi) BAL shall not take any
action which would impact the treatment of the Contracts as annuities under Section 72 of
the Code; and (vii) income earned by the Portfolios, whether from the ownership of a wholly
owned subsidiary that is a controlled foreign corporation or from other investments, shall
constitute qualifying income to the Portfolios for purposes of section 851(b)(2) of the
Code.
7. Section 5.2 is amended with the addition of a new Section 5.2A as found below. Sections 5.3
and 5.4 are hereby deleted in their entirety and replaced by the revised Sections 5.3 and 5.4 as
found below:
5.2A BAL agrees to indemnify and hold harmless the Company and each of its directors,
officers, employees and agents and each person, if any, who controls the Company within the
meaning of Section 15 of the 1933 Act (collectively, the “Indemnified Parties” for purposes
of this Article 5) against any and all losses, claims, damages, liabilities (including
amounts paid in settlement with the written consent of BAL and the Underwriter) or expenses
(including the reasonable costs of investigating or defending any alleged loss, claim,
damage liability or expense and reasonable legal counsel fees incurred in connection
therewith) (collectively, “Losses”), to which the Indemnified Parties may become subject
under any statute or regulation, or at common law or otherwise, insofar as such Losses:
(a) arise out of or are based upon any untrue statements of a material fact contained
in the registration statement or prospectus for the Fund (or any amendments or
supplements thereto) (collectively, “Fund Documents” for the purposes of this Article
5), or arise out of or are based upon the omission to state therein a material fact
required to be stated therein or necessary to make the statements therein not
misleading, provided that this indemnity shall not apply as to any Indemnified Party
if such statement or
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omission was made in reliance upon and was accurately derived
from written information furnished to BAL and/or the Underwriter by or on behalf of
the Company for use in Fund Documents or otherwise for use in connection with the
sale of the Contracts or Shares; or
(b) arise out of or result from statements or representations (other than statements
or representations contained in and accurately derived from Company Documents) or
wrongful conduct of BAL or persons under BAL’s control, with respect to the sale or
acquisition of the Contracts or Shares; or
(c) arise out of or result from any untrue statement of a material fact contained in
the Company Documents or the omission or alleged omission to state therein a material
fact required to be stated therein or necessary to make the statements therein not
misleading if such statement or omission was made in reliance upon and accurately
derived from written information furnished to the Company by BAL; or
(d) arise out of or result from any failure by BAL to provide the services or furnish
the materials required under the terms of this Agreement; or
(e) arise out of or result from any material breach of any representation and/or
warranty made by BAL in this Agreement or arise out of or result from any other
material breach of this Agreement by BAL.
It being understood that in no way shall BAL, the Funds or the Underwriter be liable to the
Company with respect to any violation of insurance law, compliance with which is a
responsibility of the Company under this Agreement or otherwise or as to which the Company
failed to inform BAL and the Underwriter in accordance with Section 3.10 hereof.
5.3 Neither the Company nor the Fund Parties shall be liable under the indemnification
provisions of Section 5.1, 5.2 or 5.2A, as applicable, with respect to any Losses incurred
or assessed against any Indemnified Party to the extent such Losses arise out of or result
from such Indemnified Party’s willful misfeasance, bad faith or gross negligence in the
performance of such Indemnified Party’s duties or by reason of such Indemnified Party’s
reckless disregard of obligations or duties under this Agreement.
5.4 Neither the Company nor the Fund Parties shall be liable under the indemnification
provisions of Section 5.1, 5.2 or 5.2A, as applicable, with respect to any claim made
against an Indemnified Party unless such Indemnified Party shall have notified the other
party in writing within a reasonable time after the summons, or other first written
notification, giving information of the nature of the claim shall have been served upon or
otherwise received by such Indemnified Party (or after such Indemnified Party shall have
received notice of service upon or other notification to any designated agent), but failure
to notify the party against whom indemnification is sought of any such claim shall not
relieve that party from any liability which it may have to the Indemnified Party in the
absence of Sections 5.1, 5.2 and 5.2A.
In case any such action is brought against the Indemnified Parties, the indemnifying party
shall be entitled to participate, at its own expense, in the defense of such action. The
indemnifying party also shall be entitled to assume the defense thereof, with counsel
reasonably satisfactory to the party named in such action. After notice from the
indemnifying party to the Indemnified Party of an election to assume such defense, the
Indemnified Party shall bear the fees and expenses of any additional counsel retained by it,
and the indemnifying party will not be liable to the Indemnified Party under this Agreement
for any legal or other expenses subsequently incurred by such party independently in
connection with the defense thereof other than reasonable costs of investigation.
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8.
Article 7 - Notices is being amended to add notice information for BAL, as follows:
To the Investment Advisor:
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With a copy to: | |
BlackRock Advisors, LLC c/o Xxxx Xxxx, Managing Director US Transfer Agency Operations & Contracting 00 Xxxx 00xx Xxxxxx Xxx Xxxx, XX 00000 |
BlackRock, Inc. c/o General Counsel 00 Xxxx 00xx Xxxxxx Xxx Xxxx, XX 00000 |
9. A new Article 9 is being added to the Agreement as follows:
Article 9
Confidentiality
Confidentiality
9 Confidentiality; Privacy.
(a) “Confidential Information” is defined as: information, including a formula, pattern,
compilation, program, device, method or process, that derives independent economic value (actual or
potential) from not being generally known to or readily ascertainable through appropriate means by
other persons who might obtain economic value from its disclosure or use, and is the subject of
efforts that are reasonable under the circumstances to maintain its confidentiality. Subject to
the foregoing, confidential information includes, without limitation, information relating to
computer systems, participant data, customer lists and business plans. Except as expressly
permitted by this Agreement, each party hereto will: (i) keep and maintain all Confidential
Information of the other party in strict confidence, using such degree of care as is appropriate to
avoid unauthorized use or disclosure; and (ii) not, directly or indirectly, disclose any
Confidential Information of the other party to any third party, except with the other party’s prior
written consent or as permitted by this Agreement.
(b) Each party will be permitted to disclose the other’s Confidential Information only to its
employees, legal counsel, auditors and agents (collectively, “Recipients”) having a need to know
the Confidential Information in connection with or related to the performance of its obligations
under this Agreement. In addition, Fund Parties will be permitted to disclose the Company’s
Confidential Information to their employees, affiliates, and third parties (also, “Recipients”) for
marketing, distribution strategy, analytical, trade attribution, scrubbing, processing, customer
relationship management, regulatory and/or other similar purposes. Despite any contrary provision
in this Agreement, any party may disclose the other’s Confidential Information to the extent
required to comply with law, regulatory request or a court order; provided, however, that each
party must promptly notify the other party of receipt of a request for Confidential Information
made pursuant to law, regulatory request or court order, give the other party a reasonable
opportunity to prevent the disclosure of the Confidential Information, and reasonably cooperate
with the other party in any efforts they make to prevent the disclosure of the Confidential
Information.
(c) The fee terms in the attendant Administrative Services Agreement (including basis point
rates) shall be deemed Confidential Information of Fund Parties.
(d) Despite any contrary provision in this Agreement, Confidential Information of a party
will not include information that: (i) is or becomes generally known to the public not as a result
of a disclosure by the other party, (ii) is rightfully in the possession of the other party before
disclosure by the first party, (iii) is independently developed by the other party without reliance
on the Confidential Information, or
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(iv) is received by the other party in good faith and without
restriction from a third party not under a confidentiality obligation to the first party and having
the right to make such disclosure. Each party acknowledges that the disclosure of the others’
Confidential Information may cause irreparable injury to the other party and damages which may be
difficult to ascertain. Therefore, each party will be entitled to injunctive relief upon a
disclosure or threatened disclosure of any of its Confidential Information that would violate the
terms of this Agreement. Without limitation of the foregoing, each party will advise the other
party immediately in the event that it learns or has reason to believe that any person or entity
which has had access to Confidential Information has violated or intends to violate the terms of
this Agreement.
(e) For purposes of this Article 9, the Fund Parties shall be considered to be a “party,” and
the Company shall be considered a “party”.
(f) Each party has adopted policies and practices related to the protection of non-public
personal information pursuant to SEC Regulation S-P. These policies and practices are designed to
comply with Regulation S-P in all material respects, including, but not limited to, the obligation
to provide appropriate administrative, technical and physical safeguards reasonably designed to (i)
provide for the security and confidentiality of customer records and information; (ii) protect
against any anticipated threats or hazards to the security or integrity of customer records and
information; and (iii) protect against unauthorized access to or use of customer records or
information that could result in substantial harm or inconvenience to any customer.
10. Unless otherwise defined in this Amendment, terms used herein will have the same meanings
they have in the Agreement.
11. Except as set forth above, the Agreement shall remain in full force and effect in accordance
with its terms.
12. This Amendment may be executed in counterparts, each of which shall be deemed to be an
original.
[signature page follows]
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IN WITNESS WHEREOF, duly authorized representatives of the parties hereto have amended the
Agreement as of the Effective Date.
| BLACKROCK VARIABLE SERIES FUNDS, INC. | ||||||
By: |
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Print Name: |
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Title: |
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| BLACKROCK INVESTMENTS, LLC | ||||||
By: |
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Print Name:
|
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Title: |
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| BLACKROCK ADVISORS, LLC | ||||||
| (for the purpose of and solely with respect to Sections 3.12, 5.2A, 5.3 and 5.4 and Article 9 only) | ||||||
By: |
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Print Name: |
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Title: |
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| THE UNITED STATES LIFE INSURANCE COMPANY IN THE CITY OF NEW YORK | ||||||
By: |
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Name: |
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Title: |
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Schedule A-1
Separate Accounts of The United States Life Insurance Company in the City of New York participating
in Portfolios of BlackRock Variable Series Funds, Inc.
| Type of Insurance | ||||||
| Product | Registration Address | Product | Separate Account | |||
Variable Universal Life (VUL)
|
THE UNITED STATES LIFE INSURANCE COMPANY IN THE CITY OF NEW YORK (SUCCESSOR TO AMERICAN INTERNATIONAL LIFE ASSURANCE COMPANY OF NEW YORK EFFECTIVE DECEMBER 31, 2010) (USL) |
USL Executive Advantage VUL |
USL B | |||
Variable Annuity (VA)
|
THE UNITED STATES LIFE INSURANCE COMPANY IN THE CITY OF NEW YORK (SUCCESSOR TO AMERICAN INTERNATIONAL LIFE ASSURANCE COMPANY OF NEW YORK EFFECTIVE DECEMBER 31, 2010) (USL) |
USL Trilogy VA | USL A | |||
Variable Annuity (VA)
|
THE UNITED STATES LIFE INSURANCE COMPANY IN THE CITY OF NEW YORK (SUCCESSOR TO AMERICAN INTERNATIONAL LIFE ASSURANCE COMPANY OF NEW YORK EFFECTIVE DECEMBER 31, 2010) (USL) |
Private Placement Group Variable Annuity |
USL 107 |
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Schedule A-2
Separate Accounts of The United States Life Insurance Company in the City of New York participating
in Portfolios of BlackRock Variable Series Funds, Inc.
| Type of Insurance | ||||||
| Product | Registration Address | Product | Separate Account | |||
Variable Annuity (VA)
|
THE UNITED STATES LIFE INSURANCE COMPANY IN THE CITY OF NEW YORK (USL) |
USL Polaris Select Investor Variable Annuity | FSA Variable Separate Account |
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Schedule B
Portfolios and Classes of BlackRock Variable Series Funds, Inc. now or in the future offered to
Separate Accounts of THE UNITED STATES LIFE INSURANCE COMPANY IN THE CITY OF NEW YORK, including,
but not limited to:
| Fund Name | Class | CUSIP | Ticker | |||
Equity Funds |
||||||
BlackRock Basic Value V.I. Fund |
I | 00000X000 | XXXXX | |||
BlackRock Basic Value V.I. Fund |
II | 00000X000 | BAVII | |||
BlackRock Basic Value V.I. Fund |
III | 00000X000 | BVIII | |||
BlackRock Capital Appreciation V.I. Fund |
I | 00000X000 | FDGRI | |||
BlackRock Capital Appreciation X.X. Xxxx |
XXX | 00000X000 | XXXXX | |||
BlackRock Equity Dividend V.I. Fund |
I | 00000X000 | UTTLI | |||
BlackRock Equity Dividend V.I. Fund |
III | 00000X000 | UTIII | |||
BlackRock Global Allocation V.I. Fund |
I | 00000X000 | GLALI | |||
BlackRock Global Allocation X.X. Xxxx |
XX | 00000X000 | XXXXX | |||
BlackRock Global Allocation V.I. Fund |
III | 00000X000 | GAIII | |||
BlackRock Global Opportunities V.I. Fund |
I | 00000X000 | GLGRI | |||
BlackRock Global Opportunities V.I. Fund |
III | 00000X000 | GGIII | |||
BlackRock International V.I. Fund |
I | 00000X000 | IVVVI | |||
BlackRock iShares Alternative Strategies V.I. Fund |
I | 00000X000 | BVASX | |||
BlackRock iShares Alternative Strategies X.X. Xxxx |
XXX | 00000X000 | BASVX | |||
BlackRock iShares Dynamic Allocation V.I. Fund |
I | 00000X000 | BVDAX | |||
BlackRock iShares Dynamic Allocation X.X. Xxxx |
XXX | 00000X000 | BDAVX | |||
BlackRock iShares Equity Appreciation V.I. Fund |
I | 00000X000 | BVEAX | |||
BlackRock iShares Equity Appreciation X.X. Xxxx |
XXX | 00000X000 | BEAVX | |||
BlackRock Large Cap Core V.I. Fund |
I | 00000X000 | LGCCI | |||
BlackRock Large Cap Core V.I. Fund |
II | 00000X000 | LGCII | |||
BlackRock Large Cap Core X.X. Xxxx |
XXX | 00000X000 | LCIII | |||
BlackRock Large Cap Growth V.I. Fund |
I | 00000X000 | LGGGI | |||
BlackRock Large Cap Growth X.X. Xxxx |
XXX | 00000X000 | XXXXX | |||
BlackRock Large Cap Value V.I. Fund |
I | 00000X000 | LCATT | |||
BlackRock Large Cap Value V.I. Fund |
II | 00000X000 | LCBTT | |||
BlackRock Large Cap Value V.I. Fund |
III | 00000X000 | LVIII | |||
BlackRock Managed Volatility V.I. Fund |
I | 00000X000 | AMBLI | |||
BlackRock Value Opportunities V.I. Fund |
I | 00000X000 | SMCPI | |||
BlackRock Value Opportunities V.I. Fund |
II | 00000X000 | SMCII | |||
BlackRock Value Opportunities V.I. Fund |
III | 00000X000 | SCIII | |||
Fixed Income Funds |
||||||
BlackRock High Yield V.I. Fund |
I | 00000X000 | HICUI | |||
BlackRock High Yield V.I. Fund |
III | 00000X000 | HCIII | |||
BlackRock iShares Dynamic Fixed Income V.I. Fund |
I | 00000X000 | BVDFX | |||
BlackRock iShares Dynamic Fixed Income X.X. Xxxx |
XXX | 00000X000 | BDFVX | |||
BlackRock Total Return V.I. Fund |
I | 00000X000 | CRBDI | |||
BlackRock Total Return V.I. Fund |
III | 00000X000 | CBIII | |||
BlackRock U.S. Government Bond V.I. Fund |
I | 00000X000 | GVBDI | |||
BlackRock U.S. Government Bond X.X. Xxxx |
XXX | 00000X000 | XXXXX |
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| Fund Name | Class | CUSIP | Ticker | |||
Index Fund |
||||||
BlackRock
S&P 500 Index V.I. Fund |
I | 00000X000 | IDXVI | |||
BlackRock
S&P 500 Index X.X. Xxxx |
XX | 00000X000 | IXVII | |||
Money Market Fund |
||||||
BlackRock Money Market V.I. Fund* |
I | 00000X000 | DMMKI |
| * | No payments for administrative services will be made on this Portfolio. |
13
