EXHIBIT (h)(5)(d)
AMENDMENT NUMBER 3 TO PARTICIPATION AGREEMENT
This Amendment No. 3 ("Amendment") executed as of December 19, 2002 to the
Participation Agreement (the "USL Agreement") dated as of December 1, 1998, as
amended, among The Universal Institutional Funds, Inc. (formerly Xxxxxx Xxxxxxx
Universal Funds, Inc.) (the "Fund"), Xxx Xxxxxx Funds, Inc. ("VK Funds"), Xxxxxx
Xxxxxxx Investment Management Inc. (formerly Xxxxxx Xxxxxxx Xxxx Xxxxxx
Investment Management Inc.) (the "Adviser"), The United States Life Insurance
Company in the City of New York (the "Company"), on its own behalf and on behalf
of each separate account of the Company identified in the USL Agreement (as
defined below), American General Securities Incorporated ("AGSI"), and American
General Equity Services Corporation ("AGESC").
WHEREAS, the Company, AGSI, the Fund, the Adviser and Xxxxxx Xxxxxxx
Investments LP (formerly, Xxxxxx Xxxxxxxx & Xxxxxxxx, LLP) ("MSI") have entered
into the USL Agreement dated as of December 1, 1998, as such agreement may be
amended from time to time; and
WHEREAS, effective May 1, 2002, MSI assigned to the Adviser all of the
rights and obligations of MSI under the USL Agreement and the Adviser accepted
assignment of such rights and assumed corresponding obligations from MSI on such
terms; and
WHEREAS, the Company, AGSI, the Fund and the Adviser wish to amend the USL
Agreement in certain respects; and
WHEREAS, AGESC is a Delaware corporation and is registered as a
broker-dealer under the 1934 Act and under any appropriate regulatory
requirements of State law, and is a member in good standing of the NASD, and is
an affiliate of AGSI and the Company; and
WHEREAS, the Company and AGESC have entered into a Distribution Agreement
dated January 1, 2003 which sets forth AGESC's duties as distributor of the
Contracts and replaces the Distribution Agreement between the Company and AGSI;
and
WHEREAS, the Company and AGSI desire that AGESC replace AGSI as a party to
the USL Agreement; and
WHEREAS, AGESC has agreed to be a party to the USL Agreement and assume all
of AGSI's duties and responsibilities arising thereunder;
NOW, THEREFORE, in consideration of the premises and of the mutual
agreements and covenants herein contained, and other good and valuable
consideration,
the receipt and sufficiency of which is hereby acknowledged, the parties hereto
agree as follows:
1. Effective on the date of the Distribution Agreement between the
Company and AGESC, indicated herein, AGESC will replace AGSI as a
party to the USL Agreement. All the duties and responsibilities of
AGSI shall become the duties and responsibilities of AGESC.
2. All other terms and provisions of the USL Agreement not amended herein
shall remain in full force and effect.
IN WITNESS WHEREOF, each of the parties hereto has caused this
Amendment to be executed in its name and on its behalf by its duly authorized
representative and its seal hereunder affixed hereto as of the date specified
above.
THE UNITED STATES LIFE AMERICAN GENERAL SECURITIES
INSURANCE COMPANY INCORPORATED
IN THE CITY OF NEW YORK
on behalf of itself and each of its Accounts
named in Schedule B to the Agreement, as
amended from time to time
By: _____________________________ By: _____________________________
Name: _____________________________ Name: _____________________________
Title: _____________________________ Title: _____________________________
AMERICAN GENERAL EQUITY THE UNIVERSAL INSTITUTIONAL FUNDS, INC.
SERVICES CORPORATION
By: _____________________________ By: _____________________________
Name: _____________________________ Name: _____________________________
Title: _____________________________ Title: _____________________________
XXXXXX XXXXXXX INVESTMENT XXX XXXXXX FUNDS, INC.
MANAGEMENT INC.
By: _____________________________ By: _____________________________
Name: _____________________________ Name: _____________________________
Title: _____________________________ Title: _____________________________
