EXHIBIT (8)(j)
AGREEMENT
THIS AGREEMENT ("Agreement") made as of January 24, 1997, is by and among MORGAN
STANLEY ASSET MANAGEMENT INC., a Delaware corporation ("MSAM"), MILLER ANDERSON
& SHERRERD, LLP, a Pennsylvania limited partnership ("MAS") (each of MSAM and
MAS are referred to herein as an "Adviser" and collectively as, the "Advisers")
and AMERICAN GENERAL LIFE INSURANCE COMPANY, a Texas corporation ("AGL").
W I T N E S S E T H:
WHEREAS, the investment company identified on Schedule One hereto ("Schedule
One," as the same may be amended from time to time), is registered as an open-
end management investment company under the Investment Company Act of 1940, as
amended (the "Act") (the "Investment Company" - the portfolios of the Investment
Company identified in Schedule One are referred to herein individually as a
"Fund" and collectively as the "Funds"); and
WHEREAS, each of the Funds is available as the investment vehicle for certain
separate accounts of AGL, established for variable life insurance policies
and/or variable annuity contracts offered by AGL (individually or collectively,
the "Separate Account"); and
WHEREAS, AGL has entered into a participation agreement dated January 24, 1997
among AGL, the Investment Company and the Advisers (the "Participation
Agreement," as the same may be amended from time to time); and
WHEREAS, the Advisers provide, among other things, investment advisory and/or
administrative services to the Investment Company; and
WHEREAS, the Advisers desire AGL to provide the administrative services
specified in the attached Exhibit A ("Administrative Services"), in connection
with the ownership of interests of the Separate Account, which holds shares of
the Funds, and AGL is willing and able to provide such Administrative Services
on the terms and conditions hereinafter set forth;
NOW, THEREFORE, in consideration of the premises and mutual covenants
hereinafter contained, each party hereto severally agrees as follows:
1. AGL agrees to perform the Administrative Services specified in Exhibit A
hereto for the benefit of variable annuity and variable life insurance
contracts that participate in the Separate Account.
2. AGL may, with the consent of an Adviser, contract with or establish
relationships with other parties for the provision of the Administrative
Services or other activities of AGL required by this Agreement, provided that
AGL shall be fully responsible for the acts and omissions of such other
parties.
3. AGL hereby agrees to notify the Advisers promptly if for any reason it is
unable to perform fully
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and promptly any of its obligations under this Agreement.
4. AGL hereby represents and covenants that it does not, and will not, own or
hold or control with power to vote any shares of the Funds which are
registered in the name of AGL or the name of its nominee and which are
maintained under AGL variable annuity or variable life insurance accounts.
5. The provisions of the Agreement shall in no way limit the authority of the
Advisers or the Investment Company to take such action as any of such parties
may deem appropriate or advisable in connection with all matters relating to
the operations of any of the Funds and/or sale of shares of the Funds.
6. In consideration of the Administrative Services provided by AGL with respect
to the variable life insurance and variable annuity contracts identified on
Schedule Two attached hereto, each Adviser agrees to pay AGL with respect to
the Funds for which it serves as adviser (as indicated on Schedule One), a
monthly fee at an annual rate which shall equal .15% of the net asset value
of the shares of each such Fund held in the Separate Account. The foregoing
fee will be paid by the applicable Adviser to AGL on a calendar quarter
basis; payment of such fee will be made by the appropriate Adviser to AGL
within thirty (30) days following the end of each calendar quarter. The
determination of applicable assets shall be made by averaging the assets of
the applicable portfolios of the Fund maintained in the Master Account for
the Shareholders as of the last Business Day (as defined in the Participation
Agreement) of each month falling within the applicable calendar quarter.
Notwithstanding anything in this Agreement or the Participation Agreement
appearing to the contrary, the payments by an Adviser to AGL relate solely to
the performance by AGL of the Administrative Services described herein only,
and do not constitute payment in any manner for services provided by AGL to
AGL policy or contract owners, or to any separate account organized by AGL,
or for any investment advisory services, or for costs associated with the
distribution of any variable annuity or variable life insurance contracts.
7. AGL shall indemnify and hold harmless the Investment Company, the Funds, and
the Advisers and each of their respective officers, Directors, employees and
agents from and against any and all losses, claims, damages, expenses, or
liabilities that any one or more of them may incur including, without
limitation, reasonable attorneys' fees, expenses and costs arising out of or
related to the performance or non-performance by AGL of the Administrative
Services under this Agreement.
8. This Agreement may be terminated without penalty at any time by AGL or by an
Adviser as to one or more of the Funds, upon one hundred and eighty days
(180) written notice to the other party. Notwithstanding the foregoing, the
provisions of paragraphs 7 and 9 of this Agreement, shall continue in full
force and effect after termination of this Agreement.
9. After the date of any termination of this Agreement in accordance with
paragraph 8 of this Agreement, no fee will be due with respect to any shares
of the Funds first placed in the Separate Account after the date of such
termination. However, notwithstanding any such termination, the
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Advisers will remain obligated to pay AGL the fee specified in paragraph 6
of this Agreement, with respect to the net asset value of shares of the
Funds maintained in the Separate Account as of the date of such termination,
for so long as such amounts are held in the Separate Account and AGL
continues to provide the Administrative Services with respect to such
amounts in conformity with this Agreement. This Agreement, or any provision
hereof, shall survive termination to the extent necessary for each party to
perform its obligations with respect to amounts for which a fee continues to
be due subsequent to such termination.
10. AGL understands and agrees that the obligations of the Advisers under this
Agreement are not binding upon the Investment Company, upon any of its Board
members or upon any shareholder of any of the Funds.
11. It is understood and agreed that in performing the services under this
Agreement AGL, acting in its capacity described herein, shall at no time be
acting as an agent for an Adviser or the Investment Company. AGL agrees, and
agrees to cause its agents, not to make any representations concerning the
Investment Company or the Funds except those contained in the Investment
Company's then-current prospectus; in current sales literature furnished by
the Investment Company or an Adviser to AGL; in the then current prospectus
for a variable annuity contract or variable life insurance policy issued by
AGL or then current sales literature with respect to such variable annuity
contract or variable life insurance policy, approved by an Adviser.
12. This Agreement, including the provisions set forth herein in paragraph 6,
may only be amended pursuant to a written instrument signed by the party to
be charged. This Agreement may not be assigned by a party hereto, by
operation of law or otherwise, without the prior written consent of the
other party.
13. This Agreement shall be governed by the laws of the State of Texas, without
giving effect to the principles of conflicts of law of such jurisdiction.
14. This Agreement, including Exhibit A and Schedules One and Two, constitutes
the entire agreement between the parties with respect to the matters dealt
with herein and supersedes any previous agreements and documents with
respect to such matters. The parties agree that Schedule One may be
replaced from time to time with a new Schedule One to accurately reflect any
changes in the Investment Company or Funds available as investment vehicles
under the Participation Agreement.
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IN WITNESS HEREOF, the parties hereto have executed and delivered this Agreement
as of the date first above written.
AMERICAN GENERAL LIFE INSURANCE COMPANY
By: _____________________________
Authorized Signatory
______________________________
Print or Type Name
MORGAN STANLEY ASSET MANAGEMENT INC.
By: _______________________________
Authorized Signatory
_______________________________
Print or Type Name
MILLER ANDERSON & SHERRERD, LLP
By: _______________________________
Authorized Signatory
_______________________________
Print or Type Name
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SCHEDULE ONE
INVESTMENT COMPANY NAME: FUND NAME(S) AND ADVISER TO FUND:
- ------------------------------------- --------------------------------------
Morgan Stanley Universal Funds, Inc. Adviser:
Morgan Stanley Asset Management Inc.
Funds:
Equity Growth
International Magnum
Emerging Markets Equity
Global Equity
Adviser:
Miller Anderson & Sherrerd, LLP
Funds:
Fixed Income
High Yield
Mid Cap Value
Value
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SCHEDULE TWO
VARIABLE LIFE INSURANCE AND
ANNUITY CONTRACTS COVERED UNDER
AGREEMENT (as of February 1, 2000)
1. PLATINUM I AND PLATINUM II FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICIES
(Form Nos. 97600 and 97610)
2. LEGACY PLUS FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICIES
(Form No. 98615)
3. PLATINUM INVESTOR VARIABLE ANNUITY
(Form No. 98020)
4. CORPORATE AMERICA VARIABLE LIFE INSURANCE POLICY
(FORM NO. 93301)
5. PLATINUM INVESTOR SURVIVOR VARIABLE LIFE INSURANCE POLICIES
(FORM NO. 99206)
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EXHIBIT A
(As of January 1, 1999)
Pursuant to the Agreement by and among the parties hereto, AGL shall perform the
following Administrative Services:
1. Assist the Investment Company in communicating with variable life insurance
policy owners and variable annuity contract owners and provide them with
information regarding the Funds, including (a) information on investment
objectives, policies and procedures, (b) information on Fund performance and
(c) answers to questions regarding Fund investments.
2. Create and utilize computer programs and other information systems that
assist the Investment Company in communicating Fund information to variable
life insurance policy owners and variable annuity contract owners.
3. Assist the Investment Company in educating AGL's home office and field
personnel on the management and operation of the Funds.
4. Transmit to variable life insurance policy owners and variable annuity
contract owners proxy materials and reports and other information received
by AGL from the Investment Company and required to be sent to policy and
contract owners under the federal securities laws and, upon request of the
Investment Company and transmit communications deemed by the Investment
Company, through its Board of Directors, to be necessary and proper for
receipt by all policy and contract owners participating in the Separate
Account.
5. Provide to the Investment Company such periodic reports as shall reasonably
be necessary to enable Investment Company and its Advisers to comply with
applicable securities and insurance laws.
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