Exhibit (h) (28) (c)
Amendment No. 4 to
Administrative Services Agreement
Franklin ▇▇▇▇▇▇▇▇▇ Services, LLC
The United States Life Insurance Company
in the City of New York
THIS AMENDMENT is made by and between Franklin ▇▇▇▇▇▇▇▇▇ 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 ▇▇▇▇▇▇▇▇▇
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 as of December 12, 2011.
FRANKLIN ▇▇▇▇▇▇▇▇▇ SERVICES, LLC
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
-----------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President
THE UNITED STATES LIFE INSURANCE
COMPANY IN THE ClTY OF NEW YORK
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
-----------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Senior Vice President
[Corporate Seal]
Attest: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
-----------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Assistant Secretary
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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.
.. Reinvest the Fund's distributions.
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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.
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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
Product Name/ Period for
Securities Fee Computation
# Company Act No. Funds of the Trust Rate of Fee
- ---------------- -------------- --------------------- ---- ------------
1. The United Platinum Class 2 shares: 0.15% 11/01/01
States Life Investor VUL Franklin U.S.
Insurance 333-79471 Government Fund
Company in the Mutual Shares
City of New York Securities Fund
▇▇▇▇▇▇▇▇▇ Foreign
Securities Fund
2. The United Platinum Class 2 shares: 0.15% 11/01/01
States Life Investor Franklin U.S.
Insurance Survivor VUL Government Fund
Company in the 333-57062 Mutual Shares
City of New York Securities Fund
▇▇▇▇▇▇▇▇▇ Foreign
Securities Fund
3. The United Platinum Class 2 shares: 0.15% 09/05/03
States Life Investor Franklin Small Cap
Insurance Immediate VA Value Securities Fund
Company in the 333-109499 Franklin U.S.
City of New York Government Fund
Mutual Shares
Securities Fund
▇▇▇▇▇▇▇▇▇ Foreign
Securities Fund
4. The United Platinum Class 2 shares: 0.15% 09/05/03
States Life Investor Franklin Small Cap
Insurance PLUS Value Securities Fund
Company in the 333-105246 Franklin U.S.
City of New York Government Fund
Mutual Shares
Securities Fund
▇▇▇▇▇▇▇▇▇ Foreign
Securities Fund
5. The United Platinum Class 2 shares: 0.15% 05/01/07
States Life Investor VIP Franklin Small Cap
Insurance VUL 333-137941 Value Securities Fund
Company in the Franklin U.S.
City of New York Government Fund
Mutual Shares
Securities Fund
▇▇▇▇▇▇▇▇▇ Foreign
Securities Fund
6. The United Protection Class 2 shares: 0.15% 09/15/08
States Life Advantage Franklin Small Cap
Insurance Select Value Securities Fund
Company in the 333-149403 Mutual Shares
City of New York Securities Fund
7. The United Income Class 2 shares: 0.15% 09/15/08
States Life Advantage Franklin Small Cap
Insurance Select Value Securities Fund
Company in the 333-151575 Mutual Shares
City of New York Securities Fund
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Beginning of
Product Name/ Period for
Securities Fee Computation
# Company Act No. Funds of the Trust Rate of Fee
- ---------------- -------------- --------------------- ---- ------------
8. The United Executive Class 2 shares: 0.15% 11/01/11
States Life Advantage Templeton Developing
Insurance 333-48457 Markets Securities
Company in the Fund
City of New York ▇▇▇▇▇▇▇▇▇ Foreign
Securities Fund
▇▇▇▇▇▇▇▇▇ Growth
Securities Fund
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Schedule C
Addresses for Notices
If to the Company: The United States Life Insurance Company
In the City of New York
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
Attention: General Counsel
If to the Fund Administrator: Franklin ▇▇▇▇▇▇▇▇▇ Services, LLC
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇. ▇▇▇, ▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
With a copy to: Franklin ▇▇▇▇▇▇▇▇▇ Investments
One Franklin Parkway, Bldg. ▇▇▇, ▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: General Counsel
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