EXHIBIT 1.8(b)
AMENDMENT NUMBER 3 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. 3 ("Amendment") executed as of the August 1, 1998 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
American Capital Distributors, Inc. ("VKAC"), Morgan Stanley Asset Management
Inc. ("MSAM"), 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 Company's Legacy
Plus Flexible Premium Variable Life Insurance Policies ("Legacy Plus
Contracts"), and (ii) solely to the extent the Agreement relates to the Legacy
Plus Contracts, 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 clarify the complete list of
the Fund's portfolios available for purchase under the Agreement.
2. Schedule B to the Agreement, a revised copy of which is attached
hereto, is hereby amended and restated to add the Legacy Plus
Contracts.
3. Solely to the extent the Agreement relates to the Legacy Plus
Contracts, 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.
IN WITNESS WHEREOF, the parties hereto execute this Amendment No. 3 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 ASSET MILLER ANDERSON & SHERRERD, LLP
MANAGEMENT, INC.
By:______________________________________ By:____________________________________
SCHEDULE A
PORTFOLIOS OF MORGAN STANLEY
UNIVERSAL FUNDS AVAILABLE FOR
PURCHASE BY AMERICAN GENERAL LIFE
INSURANCE COMPANY UNDER THIS AGREEMENT
Fixed Income
High Yield
Mid Cap Value
Value
International Magnum
Emerging Markets Equity
Global Equity
Equity Growth
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
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
Contract Form Number:
98615
Name of Contract:
Legacy Plus Flexible Premium
Variable Life Insurance Policies