EXHIBIT (h)(12)(c)
AYCO SERIES TRUST
AMENDMENT NO. 3 TO THE PARTICIPATION AGREEMENT
THIS AMENDMENT NO. 3, dated as of June 11, 2003, to the Participation
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 Xxxxxx Allied Company, L.P.
("Distributor") (referred to herein as the "Agreement"), shall be as follows:
WHEREAS, on April 14, 2003, The Ayco Company L.P., investment adviser to
the Trust ("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, each
will become a direct or indirect wholly-owned subsidiary of GSG (the
"Transaction");
WHEREAS, the Transaction is expected to close on or about July 1, 2003
("Closing Date");
WHEREAS, Section 10.1(j) of the Agreement provides that the Agreement may
be terminated by any party by advance written notice upon the "assignment" of
the Agreement (as defined under the Investment Company Act of 1940, as amended
("1940 Act")), unless made with the written consent of each party to the
Agreement;
WHEREAS, Section 10.1(k) of the Agreement provides that the Agreement may
be terminated by the Company by written notice upon the sale, acquisition or
change of control of the Adviser, unless done with the written consent of each
party to the Agreement;
WHEREAS, the consummation of the Transaction will result in the (1)
"assignment," as that term is defined under the 1940 Act, of the Agreement for
purposes of Section 10.1(j) of the Agreement, and (2) acquisition or change of
control of the Adviser for purposes of Section 10.1(k) of the Agreement;
WHEREAS, each of the Trust, the Company and the Distributor desires to
provide written consent to the continuation of the Agreement following the
consummation of the Transaction, as contemplated by Section 10.1(j)-(k) of the
Agreement such that the Agreement will remain in full force and effect on and
after the Closing Date under the existing terms of the Agreement;
NOW, THEREFORE, each of the Trust, the Company and the Distributor hereby
provides written consent to the continuation of the Agreement following the
consummation of the Transaction, as contemplated by Section 10.1(j)-(k) of the
Agreement, and agrees that, except as modified and amended hereby, the Agreement
is hereby ratified and confirmed in full force and effect in accordance with its
terms.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 3 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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XXXXXX ALLIED COMPANY, L.P.
By: BREHAM, INC., in its capacity as
general partner of Xxxxxx Allied
Company, L.P.
By:
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