AMENDMENT NO. 1 TO DISTRIBUTION AGREEMENT
AMENDMENT NO. 1 to Distribution Agreement ("Amendment No. 1") dated as of
November 29, 2000, between Ayco Series Trust, a Delaware business trust
("Trust") and Xxxxxx Allied Company, L.P., a Delaware limited partnership
("Distributor").
The Trust and the Distributor agree to amend the Distribution Agreement
("Agreement") as follows. All terms used in this Amendment No. 1, unless defined
herein to the contrary, shall have the meaning given such terms in the
Agreement:
1. Original Agreement
A. p. 1, 7th paragraph - replace "; and" with ";"
B. p. 1, 8th paragraph - replace "." with "; and", and add new
paragraphs:
WHEREAS, the USA PATRIOT Act and rules promulgated thereunder require
the Trust to develop and adopt an anti-money laundering program ("AML
Program") by July 24, 2002;
WHEREAS, the rules promulgated under the USA PATRIOT Act permit the
Trust to contractually delegate the implementation of its AML Program
to both affiliated or unaffiliated service providers, as appropriate;
and
WHEREAS, the Distributor is willing to accept such delegation.
2. Original Agreement - p. 4 - add the following as new Section 10 and
redesignate current Sections 10, 11, 12, 13, 14 and 15 as Sections 11, 12,
13, 14, 15 and 16, respectively:
The Distributor shall implement the AML Program on behalf of the Trust in a
manner consistent with all applicable laws and regulations and the Trust's
anti-money laundering policies and procedures, a copy of which has been
furnished to the Distributor. The Distributor's AML Program shall include
at least the following elements: (1) the establishment and implementation
of policies, procedures, and internal controls reasonably designed to
prevent the Trust from being used for money laundering or terrorist
financing activities, and to achieve compliance with the Bank Secrecy Act
and the implementing regulations thereunder; (2) the designation of a
person or persons responsible for implementing and monitoring the
operations and internal controls of the program; (3) an ongoing training
program for appropriate employees; and (4) an independent audit function to
test the anti-money laundering program.
3. Effective Date. The effective date of this Amendment No. 1 shall be July
24, 2002.
4. Duration of Agreement. The Agreement, as amended by this Amendment No. 1
("Amended Agreement"), shall continue in effect until November 30, 2002,
and thereafter will continue on a year to year basis only so long as the
continuance is specifically approved at least annually either by (a) the
Board of Trustees of the Trust or (b) persons having voting rights in
respect of the Trust, by the vote stated in Section 13 of the Amended
Agreement, voted in accordance with the provisions contained in the
Participation Agreement (as described in Section 1 of the Amended
Agreement); provided, however, that in either event such continuance shall
also be approved by a vote of a majority of the Trustees of the Trust who
are not interested persons of any party to the Amended Agreement, cast in
person at a meeting called for the purpose of voting on such approval.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the day and year first above written.
AYCO SERIES TRUST
By:
______________________________________
Xxxx X. Xxxxxxx, III
Title: ______________________________________
Chief Financial Officer and Controller
XXXXXX ALLIED COMPANY, L.P.
By: BREHAM, INC., in its capacity as
general partner of Xxxxxx Allied
Company, L.P.
By:
_____________________________
Xxxxx X. Xxxxxx
Title: _____________________________
Vice President and Secretary
