EXHIBIT (8)(d)(ii)
AMENDMENT NO. 1 TO SHAREHOLDER SERVICES AGREEMENT
THIS AMENDMENT NO. 1 TO SHAREHOLDER SERVICES AGREEMENT is made as of the
1st day of December, 2003, by and between THE UNITED STATES LIFE INSURANCE
COMPANY IN THE CITY OF NEW YORK (the "Company") and AMERICAN CENTURY INVESTMENT
SERVICES, INC. ("Distributor"). Capitalized terms not otherwise defined herein
shall have the meaning ascribed to them in the Agreement (defined below).
RECITALS
WHEREAS, the Company and Distributor are parties to a certain Shareholder
Services Agreement dated October 2, 2000 (the "Agreement") in connection with
the participation by the Funds (as defined in the Agreement) in individual and
group variable annuity and variable life insurance contracts to be issued
through one or more separate accounts established by the Company under state
law;
WHEREAS, the parties desire to expand the number of separate accounts of
the Company through which the Company may make available certain of the Funds
under Contracts offered by the Company;
WHEREAS, the parties desire to expand the number of Funds to be made
available as investment options under the Contracts; and
WHEREAS, the parties now desire to modify the Agreement as provided herein.
NOW, THEREFORE, in consideration of the mutual promises set forth herein,
the parties hereto agree as follows:
1. Section 7(a)(ii) is hereby deleted in its entirety and replaced with
the following:
"(ii) it has established Separate Accounts USL VL-R and USL VA-R
(the "Accounts"), each of which is a duly authorized and established
separate account under New York Insurance Law, and has registered each
Account as a unit investment trust under the Investment Company Act of
1940 (the "1940 Act") to serve as an investment vehicle for the
Contracts;"
2. The second WHEREAS clause is hereby deleted in its entirety and
replaced with the following:
"WHEREAS, the Company wishes to make available as investment
options under the Contracts VP Balanced, VP Income & Growth, VP
International, VP Value and VP II Inflation Protection (collectively,
the "Funds"), each of which is a
series of mutual fund shares registered under the Investment Company
Act of 1940, as amended, and issued by American Century Variable
Portfolios, Inc., except for VP II Inflation Protection, which is
issued by American Century Variable Portfolios II, Inc. (collectively
referred to as the "Issuer"); and"
3. In the event of a conflict between the terms of this Amendment No. 1
and the Agreement, it is the intention of the parties that the terms of this
Amendment No. 1 shall control and the Agreement shall be interpreted on that
basis. To the extent the provisions of the Agreement have not been amended by
this Amendment No. 1, the parties hereby confirm and ratify the Agreement.
4. This Amendment No. 1 may be executed in two or more counterparts, each
of which shall be an original and all of which together shall constitute one
instrument.
5. Except as expressly supplemented, amended or consented to hereby, all
of the representations, warranties, terms, covenants and conditions of the
Agreement shall remain unamended and shall continue to be in full force and
effect.
IN WITNESS WHEREOF, the undersigned have executed this Amendment No. 1 as
of the date first above written.
THE UNITED STATES LIFE INSURANCE AMERICAN CENTURY INVESTMENT
COMPANY IN THE CITY OF NEW YORK SERVICES, INC.
By: By:
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Name: Name:
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Title: Title:
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