Exhibit (8)(e)(iii)
AMENDMENT NUMBER 6 TO
PARTICIPATION AGREEMENT
AMONG MORGAN STANLEY UNIVERSAL FUNDS, INC.,
VAN KAMPEN AMERICAN CAPITAL DISTRIBUTORS, INC.,
MORGAN STANLEY ASSET MANAGEMENT INC.,
MILLER ANDERSON & SHERRERD, LLP,
AMERICAN GENERAL LIFE INSURANCE COMPANY, AND
AMERICAN GENERAL SECURITIES INCORPORATED
This Amendment No. 6 ("Amendment") executed as of ________________, 2000 to
the Participation Agreement (the "AGLI Agreement") dated as of January 24, 1997,
as amended, among Morgan Stanley Universal Funds, Inc. (the "Fund"), Van Kampen
Funds Inc. ("VK Funds") (formerly Van Kampen American Capital Distributors,
Inc.), Morgan Stanley Dean Witter Investment Management Inc. ("MSDW Investment
Management") (formerly Morgan Stanley Asset Management Inc.), Miller Anderson &
Sherrerd, LLP ("MAS"), American General Life Insurance Company (the "Company"),
and American General Securities Incorporated ("AGSI").
WHEREAS, the parties desire to amend the Agreement to (i) add to Schedule A
of the Agreement the Contracts of the Company relating to the Platinum Investor
Survivor Variable Life Insurance Policies ("Platinum Investor Survivor"), and
(ii) to the extent the Agreement relates to Platinum Investor Survivor, amend
the provisions of Article III of the Agreement as described below.
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. Schedule A to the Agreement, a revised copy of which is attached hereto, is
hereby amended and restated to add Platinum Investor Survivor; and
2. To the extent the Agreement relates to Platinum Investor Survivor, Article
III of the Agreement is hereby deleted and replaced with the following:
"ARTICLE III. Prospectuses, Reports to Shareholders and Proxy
Statements; Voting
3.1. The Fund or its designee shall provide the Company with as many
printed copies of the Fund's current prospectus and statement of
additional information as the Company may reasonably request. If
requested by the Company, in lieu of providing printed copies the
Fund shall provide camera-ready film or computer diskettes
containing the Fund's prospectus and statement of additional
information, and such other assistance as is reasonably necessary
in order for the Company once each year (or more frequently if
the prospectus and/or statement of additional information for the
Fund is amended during the year) to have the prospectus for the
Contracts and the Fund's prospectus printed together in one
document or separately. The Company may elect to print the
Fund's prospectus and/or its statement of additional information
in combination with other fund companies' prospectuses and
statements of additional information.
3.2(a). Except as otherwise provided in this Section 3.2., all expenses
of preparing, setting in type and printing and distributing Fund
prospectuses and statements of additional information shall be
the expense of the Company. For prospectuses and statements of
additional information provided by the Company to its existing
owners of Contracts who own shares of the Fund in order to update
disclosure as required by the 1933 Act and/or the 1940 Act, the
cost of setting in type, printing and distributing shall be borne
by the Fund. If the Company chooses to receive camera-ready film
or computer diskettes in lieu of receiving printed copies of the
Fund's prospectus and/or statement of additional information, the
Fund shall bear the cost of typesetting to provide the Fund's
prospectus and/or statement of additional information to the
Company in the format in which the Fund is accustomed to
formatting prospectuses and statements of additional information,
respectively, and the Company shall bear the expense of adjusting
or changing the format to conform with any of its prospectuses
and/or statements of additional information. In such event, the
Fund will reimburse the Company in an amount equal to the product
of x and y where x is the number of such prospectuses distributed
to Participants who own shares of the Fund, and y is the Fund's
per unit cost of printing the Fund's prospectuses. The same
procedures shall be followed with respect to the Fund's statement
of additional information. The Fund shall not pay any costs of
typesetting, printing and distributing the Fund's prospectus
and/or statement of additional information to prospective
Participants.
3.2(b). The Fund, at its expense, shall provide the Company with copies
of its proxy statements, reports to shareholders, and other
communications (except for prospectuses and statements of
additional information, which are covered in Section 3.2(a)
above) to shareholders in such quantity as the Company shall
reasonably require for distributing to Participants. The Fund
shall not pay any costs of distributing such proxy-related
material, reports to
shareholders, and other communications to prospective
Participants.
3.2(c). The Company agrees to provide the Fund or its designee with
such information as may be reasonably requested by the Fund to
assure that the Fund's expenses do not include the cost of
typesetting, printing or distributing any of the foregoing
documents other than those actually distributed to existing
Participants.
3.2(d). The Fund shall pay no fee or other compensation to the Company
under this Agreement, except that if the Fund or any Portfolio
adopts and implements a plan pursuant to Rule 12b-1 to finance
distribution expenses, then the Underwriter may make payments to
the Company or to the underwriter for the Contracts if and in
amounts agreed to by the Underwriter in writing.
3.2(e). All expenses, including expenses to be borne by the Fund pursuant
to Section 3.2 hereof, incident to performance by the Fund under
this Agreement shall be paid by the Fund. The Fund shall see to
it that all its shares are registered and authorized for issuance
in accordance with applicable federal law and, if and to the
extent deemed advisable by the Fund, in accordance with
applicable state laws prior to their sale. The Fund shall bear
the expenses for the cost of registration and qualification of
the Fund's shares.
3.3 The Fund's statement of additional information shall be
obtainable from the Fund, the Underwriter, the Company or such
other person as the Fund may designate.
3.4 If and to the extent required by law the Company shall distribute
all proxy material furnished by the Fund to Contract Owners to
whom voting privileges are required to be extended and shall:
(i) solicit voting instructions from Contract owners:
(ii) vote the Fund shares in accordance with instructions
received from Contract owners: and
(iii) vote Fund shares for which no instructions have been
received in the same proportion as Fund shares of such Portfolio
for which instructions have been received, so long as and to the
extent that the Securities and Exchange Commission continues to
interpret the 1940 Act to require pass-through voting privileges
for variable contract owners. The Company reserves the right to
vote Fund shares held in any segregated asset account in its own
right, to the extent permitted by law. The Fund and the Company
shall
follow the procedures, and shall have the corresponding
responsibilities, for the handling of proxy and voting
instruction solicitations, as set forth in Schedule C attached
hereto and incorporated herein by reference. Participating
Insurance Companies shall be responsible for ensuring that each
of their separate accounts participating in the Fund calculates
voting privileges in a manner consistent with the standards set
forth on Schedule C, which standards will also be provided to the
other Participating Insurance Companies.
3.5. The Fund will comply with all provisions of the 1940 Act
requiring voting by shareholders, and in particular the Fund will
either provide for annual meetings (except insofar as the
Securities and Exchange Commission may interpret Section 16 not
to require such meetings) or comply with Section 16(c) of the
1940 Act (although the Fund is not one of the trusts described in
Section 16(c) of that Act) as well as with Sections 16(a) and, if
and when applicable, 16(b). Further, the Fund will act in
accordance with the Securities and Exchange Commission's
interpretation of the requirements of Section 16(a) with respect
to periodic elections of directors and with whatever rules the
Commission may promulgate with respect thereto."
4. Except as amended hereby the Agreement is hereby ratified and
confirmed in all respects.
5. Any and all references in the Agreement to "Van Kampen American
Capital Distributors, Inc." are hereby changed to Van Kampen Funds
Inc.
IN WITNESS WHEREOF, the parties hereto execute this Amendment No. 6 as of the
date first written above.
AMERICAN GENERAL LIFE INSURANCE COMPANY AMERICAN GENERAL SECURITIES
INCORPORATED
on behalf of itself and each of its
Accounts named in Schedule B to the
Agreement, as amended from time to time
By:________________________________ By:______________________________
VAN KAMPEN FUNDS INC.
MORGAN STANLEY UNIVERSAL (FORMERLY VAN KAMPEN AMERICAN
FUNDS, INC. CAPITAL DISTRIBUTORS, INC.)
By:________________________________ By:______________________________
MORGAN STANLEY DEAN WITTER INVESTMENT MILLER ANDERSON & SHERRERD, LLP
MANAGEMENT INC. (FORMERLY MORGAN STANLEY
ASSET MANAGEMENT INC.)
By:________________________________ By:______________________________
SCHEDULE B
----------
SEPARATE ACCOUNTS AND CONTRACTS
-------------------------------
Name of Separate Account and Form Numbers and Names of
Date Established by Board of Directors Contracts Funded by Separate Account
- -------------------------------------- ------------------------------------
American General Life Insurance Company Contract Form Numbers:
Separate Account D ----------------------
Established: November 19, 1973 95020 Rev 896
95021 Rev 896
Name of Contract:
-----------------
Generations Combination Fixed and Variable
Annuity Contract
Contract Form Numbers:
----------------------
91010
91011
93020
93021
Name of Contract:
-----------------
Variety Plus Combination Fixed and Variable
Annuity Contract
Contract Form Numbers:
----------------------
74010
74011
76010
76011
80010
80011
81010
81011
83010
83011
Name of Contract: None
-------------------------
Contract Form Number: 98020
---------------------
Name of Contract:
-----------------
Platinum Investor Variable Annuity
Contract Form Number:
---------------------
99020
Name of Contract:
--------------------------------------------
Generations Asset Builder Combination Fixed
and Variable Annuity Contract
American General Life Insurance Company
Separate Account VL-R Contract Form
Established: May 6, 1997 -------------
Numbers:
--------
97600
97610
Name of Contract:
-----------------
Platinum I and Platinum II Flexible Premium
Variable Life Insurance Policies
Contract Form Numbers:
----------------------
98615
Name of Contract:
-----------------
Legacy Plus Flexible Premium
Variable Life Insurance Policies
Contract Form Number:
---------------------
99301
Name of Contract:
-----------------
Corporate America - Variable Life Insurance
Policy
Contract Form Number:
---------------------
99206
Name of Contract:
-----------------
Platinum Investor Survivor
Variable Life Insurance Policies