EXHIBIT (8)(e)(iv)
AMENDMENT NUMBER 8 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 DISTRIBUTORS, INC.
This Amendment No. 8 ("Amendment") executed as of October 1, 2001 to the
Participation Agreement (the "AGLI Agreement") dated as of January 24, 1997, as
amended, among The Universal Institutional Funds, Inc. (formerly Morgan Stanley
Universal Funds, Inc.) (the "Fund"), Van Kampen Funds Inc. (formerly Van Kampen
American Capital Distributors, Inc.) ("VK Funds"), Morgan Stanley Dean Witter
Investment Management Inc. (formerly Morgan Stanley Asset Management Inc.)
("MSDW Investment Management"), Miller Anderson & Sherrerd, LLP ("MAS"),
American General Life Insurance Company (the "Company"), and American General
Distributors, Inc. ("AGDI"). All capitalized terms not otherwise defined in
this Amendment, shall have the same meaning as described in the Agreement.
WHEREAS, the parties desire to amend the Agreement to (i) add to Schedule B
of the Agreement the Contracts of the Company relating to the Platinum Investor
Survivor II Variable Life Insurance Policies ("Platinum Investor Survivor II
Policies"), and (ii) to the extent the Agreement relates to Platinum Investor
Survivor II Policies, 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 B to the Agreement, a revised copy of which is attached
hereto, is hereby amended and restated to add Platinum Investor
Survivor II Policies.
2. To the extent the Agreement relates to Platinum Investor Survivor II
Policies, 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."
3. Except as amended hereby the Agreement is hereby ratified and
confirmed in all respects.
IN WITNESS WHEREOF, the parties hereto execute this Amendment No. 8 as of
the date first written above.
AMERICAN GENERAL LIFE INSURANCE COMPANY AMERICAN GENERAL DISTRIBUTORS, INC.
on behalf of itself and each of its
Accounts named in Schedule B to the
Agreement, as amended from time to time
By: By:
----------------------------------- -----------------------------------
MORGAN STANLEY DEAN WITTER INVESTMENT
THE UNIVERSAL INSTITUTIONAL FUNDS, INC. MANAGEMENT INC. (FORMERLY MORGAN STANLEY
(FORMERLY MORGAN STANLEY UNIVERSAL ASSET MANAGEMENT INC.)
FUNDS, INC.)
By: By:
----------------------------------- -----------------------------------
VAN KAMPEN FUNDS INC. MILLER ANDERSON & SHERRERD, LLP
(FORMERLY VAN KAMPEN AMERICAN
CAPITAL DISTRIBUTORS, 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 95020 Rev 896
Established: November 19, 1973 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
American General Life Insurance Company Contract Form Numbers:
Separate Account VL-R 97600
Established: May 6, 1997 97610
Name of Contract:
Platinum I and Platinum II
Flexible Premium Variable Life
Insurance Policies
Name of Separate Account and Form Numbers and Names of
Date Established by Board of Directors Contracts Funded by Separate Account
-------------------------------------- ------------------------------------
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 Policies
Contract Form Number:
99206
Name of Contract:
Platinum Investor Survivor
Variable Life Insurance Policies
Contract Form Number:
00600
Name of Contract:
Platinum Investor III
Flexible Premium Variable Life
Insurance Policies
Contract Form Number:
01206
Name of Contract:
Platinum Investor Survivor II Flexible
Premium Variable Life Insurance
Policies