EXHIBIT (h)(37)(a)
____________, 2003
Xx. Xxxxx X. Xxxxxxx
Executive Vice President
The United States Life Insurance Company
In the City of New York
000 Xxxxx Xxxxxx
Xxx Xxxx, XX 00000
Dear Xxxxx:
The following constitutes a letter of understanding (the "Agreement")
whereby OppenheimerFunds, Inc. ("OFI") intends to compensate The United States
Life Insurance Company in the City of New York ("USL") for providing the
administrative support services described in Schedule A hereto, which is made a
part hereof, to contract owners of any USL variable annuity and/or variable
life insurance product described in Schedule C hereto, which is made a part
hereof ("USL Products") that are indirect shareholders of Xxxxxxxxxxx Variable
Account Funds ("OVAF"), a series investment company dedicated to insurance
company separate accounts for which OFI acts as investment manager.
This Agreement will be effective as of __________, 2003. All other terms and
conditions of this Agreement are described in Schedule C hereto, which is made
a part hereof.
We look forward to a long and prosperous relationship. If this Agreement
meets with your approval, please have the enclosed duplicate copy of this
letter signed on behalf of USL, and return it to my attention.
Sincerely,
Xxxxxxx X.X. Xxxxx
Title: Vice President,
OppenheimerFunds, Inc.
Xxxxxx to and accepted on behalf of
The United States Life Insurance Company
In the City of New York
By:
-------------------------
Title:
-------------------------
Schedule A to
______, 2003 Letter Agreement
by and between
The United States Life Insurance Company in the City of New York
and
OppenheimerFunds, Inc. (the "Agreement")
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 therefor,
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 or the Funds' custodian (generally by wire
transfer).
-- Notify the Funds of the estimated amount required to pay dividend or
distribution.
Redemption Orders
-- Determine net amount required for redemption 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 the Fund or
its shareholders.
Processing Distributions from the Funds
Process ordinary dividends and capital gains.
Reinvest the Funds' distributions.
Reports
Periodic information reporting to the Funds, including, but not limited to,
furnishing registration statements, prospectuses, statements of additional
information, reports, solicitations for voting instructions, and any other
SEC filings with respect to the Accounts invested in the Funds, as not
otherwise provided for.
Periodic information reporting about the Funds, including any necessary
delivery of the Funds' prospectus and annual and semi-annual reports to
contract owners, as not otherwise provided for.
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 and the subaccounts
of the Accounts to existing contract owners.
Oversee and assist the solicitation, counting and voting or contract owner
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.
Schedule B to
__________, 2003 Letter Agreement
by and between
The United States Life Insurance Company in the City of New York
and
OppenheimerFunds, Inc. (the "Agreement")
Separate Accounts Products
----------------- --------
The United States Life Platinum Investor
Insurance Company in the PLUS Variable Life
City of New York Separate Insurance Policy Form No.
Account USL VL-R 02600N
Platinum Investor
Survivor II Variable Life
Insurance Policy Form No.
01260N
Platinum Investor
III Variable Life
Insurance Policy Form No.
00600N
The United States Life Platinum Investor
Insurance Company in the IVA Immediate Variable
City of New York Separate Annuity Contract Form No.
Account USL VA-R ______N
Schedule C to
__________, 2003 Letter Agreement
by and between
The United States Life Insurance Company in the City of New York
and
OppenheimerFunds, Inc. (the "Agreement")
1. The Agreement may be cancelled by any party upon ten days of written
notice: (1) if the participation agreement for USL Products between OFI, USL
and OVAF is terminated; (2) if neither USL nor any underwriter under its
control actively promotes USL Products with OVAF as underlying options to new
investors; (3) if either party is subject to a change of control; or (4) if it
is not permissible to continue this Agreement under laws, rules or regulations
applicable to OVAF, OFI or USL. Either party may also cancel this Agreement
upon six months written notice.
2. Payment will be made to USL quarterly during the term this Agreement
is in effect, no later than thirty days after the end of the quarter starting
with the quarter ending ______, 2003. Payments shall be separately computed on
the average net assets of OVAF held by USL Products variable account during the
prior quarter, subject to a limit of one-third of the average management fee
paid by that OVAF series to OFI during the prior quarter, subject to a limit of
one-third of the average management fee paid by that series to OFI during the
prior quarter, at the annual rate of: ______% of the first $______ of average
net assets, plus ______% of average net assets held by USL Products variable
account(s) in excess of $______ during that prior quarter. For purposes of
determining whether the breakpoint described in the preceding sentence has been
achieved, the net asset value of OVAF shares held by separate accounts of The
United States Life Insurance Company in the City of New York will be aggregated
with shares held by USL.
3. Except to the extent that USL's, OFI's or OVAF's counsel may deem it
necessary or advisable to disclose in their respective prospectuses or
elsewhere, the terms of this Agreement will be held confidential by each party.
The party making such disclosure shall provide advance written notification,
including particulars, to the other party that it is making such disclosure.
4. No other fees or expenses will be required of OFI or OVAF for the
sponsorship within USL product line, except as mutually agreed to by the
parties.
5. On advance written notice, OFI or a subsidiary may pay all or a
portion of the fees provided for in this Agreement under any service fee or
Rule 12b-1 plan hereafter adopted by OVAF, which shall satisfy that portion of
OFI's payment obligation hereunder.
6. OFI will be responsible for calculating the fees payable hereunder.
7. Each party shall provide each other party or its designated agent
reasonable access to its records to permit it to audit or review the accuracy
of the charges submitted for payment under this Agreement.
