EXHIBIT (h)(28)(c)
AYCO SERIES TRUST
AMENDMENT NO. 4 TO THE ADMINISTRATIVE SERVICES AGREEMENT
THIS AMENDMENT No. 4, dated as of June 11, 2003, to the Administrative
Services Agreement, dated as of November 20, 2000, as amended from time to time,
by and among Ayco Series Trust, a Delaware statutory trust ("Trust"), American
General Life Insurance Company ("Company"), and The Ayco Company, L.P., a
Delaware limited partnership ("Adviser") (referred to herein as the
"Administrative Services Agreement"), shall be as follows:
WHEREAS, the Administrative Services Agreement recites that the Trust, the
Company and Xxxxxx Allied Company, L.P. ("Distributor") have entered into a
Participation Agreement, dated as of November 20, 2000, as such Participation
Agreement would be amended from time to time (referred to herein as the
"Participation Agreement"); and
WHEREAS, on April 14, 2003, the Adviser and The Xxxxxxx Sachs Group, Inc.
("GSG") entered into an agreement pursuant to which GSG will acquire all of the
outstanding voting securities of the Adviser and the Distributor so that, among
other things, the Adviser and the Distributor will become direct or indirect
wholly-owned subsidiaries of GSG (the "Transaction"); and
WHEREAS, the Transaction is expected to close on or about July 1, 2003
("Closing Date"); and
WHEREAS, the Participation Agreement was amended on June 11, 2003, to
permit the Participation Agreement to remain in full force and effect under its
existing terms following the Closing Date; and
WHEREAS, each of the Trust, the Company and the Adviser desires to provide
written consent to the continuation of the Administrative Services Agreement
such that the Administrative Services Agreement will remain in full force and
effect on and after the Closing Date on the existing terms of the Administrative
Services Agreement;
NOW, THEREFORE, each of the Trust, the Company and the Adviser hereby
provides written consent to the continuation of the Administrative Services
Agreement following the consummation of the Transaction, and agrees that, except
as modified and amended hereby, the Administrative Services Agreement is hereby
ratified and confirmed and will be in full force and effect in accordance with
its existing terms on or after the Closing Date.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 4 to
be executed by a duly authorized officer in one or more counterparts as of the
day and year first written above.
AYCO SERIES TRUST AMERICAN GENERAL LIFE INSURANCE
COMPANY
By: By:
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THE AYCO COMPANY, L.P.
By: HAMBRE, INC., in its capacity as
general partner of The Ayco
Company, L.P.
By:
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