EXHIBIT 1.8(e)
FIRST AMENDMENT
TO
PARTICIPATION AGREEMENT
AMONG
AMERICAN GENERAL LIFE INSURANCE COMPANY,
AMERICAN GENERAL SECURITIES INCORPORATED,
ROYCE CAPITAL FUND AND
ROYCE & ASSOCIATES, INC.
THIS FIRST AMENDMENT TO PARTICIPATION AGREEMENT ("Amendment") dated as of
August __, 1998, amends the Participation Agreement dated as of February 26,
1998 (the "Agreement"), among AMERICAN GENERAL LIFE INSURANCE COMPANY (the
"Company"), on its own behalf and on behalf of each separate account of the
Company set forth on Schedule B of the Agreement (the "Account"), AMERICAN
GENERAL SECURITIES INCORPORATED ("AGSI"), ROYCE CAPITAL FUND (the "Fund"), and
ROYCE & ASSOCIATES, INC. (the "Adviser"), collectively, the "Parties." All
capitalized terms not otherwise defined in this Amendment, shall have the same
meaning as ascribed in the Agreement.
WHEREAS, the Company will offer a new Variable Insurance Products comprised of a
variable life insurance product which is not covered under the Agreement, but
for which the Fund will act as an investment vehicle for the Company's Accounts;
and
WHEREAS, the Parties now desire to amend the Agreement to reflect the new
Variable Insurance Product for which the Fund will act as an investment vehicle
for the Accounts, and to otherwise amend the agreement in the manner set forth
herein;
NOW, THEREFORE, in consideration of their mutual promises, the Parties agree as
follows:
1. The fifth (5th) recital of the agreement is hereby deleted in its entirety
and replaced therefor with the following new recital:
WHEREAS, the Fund has obtained an order from the Securities and Exchange
Commission, dated July 24, 1996 (File No. 812-9988), granting Participating
Insurance Companies and Variable Insurance Product separate accounts
exemptions from the provisions of Sections 9(a), 13(a), 15(a), and 15(b) of
the Investment Company Act of 1940, as amended (hereinafter the "1940 Act"),
and Rules 6e-2(b)(15) and 6e-3(T)(b)(15) thereunder, to the extent necessary
to permit shares of the Fund to be sold to and held by Variable Insurance
Product separate accounts of both affiliated and unaffiliated life insurance
companies and Qualified Plans (hereinafter the "Shared Funding Exemptive
Order"); and
2. The ninth (9th) recital of the Agreement is hereby deleted in its entirety.
Page 1 of 2 Pages
3. Schedule B to the Agreement, a revised copy of which is attached hereto, is
hereby amended to add the Legacy Plus/(SM)/ Contract.
4. Except as amended hereby, the Agreement is hereby ratified and confirmed in
all respects.
IN WITNESS WHEREOF, the Parties hereto has caused this Agreement to be executed
in its name and on its behalf by its duly authorized representative hereto as of
the date specified above.
AMERICAN GENERAL LIFE INSURANCE COMPANY, on behalf of itself and each of its
Accounts named in Schedule B hereto, as amended from time to time.
By:
--------------------------
Don M. Ward
Senior Vice President -Variable Markets
AMERICAN GENERAL SECURITIES INCORPORATED
By:
--------------------------
F. Paul Kovach, Jr.
President
ROYCE CAPITAL FUNDS
By:
--------------------------
John D. Diederich
Vice President
ROYCE & ASSOCIATES, INC.
By:
--------------------------
Daniel A. O'Byrne
Vice President
Page 2 of 2 Pages
SCHEDULE B
SEPARATE ACCOUNTS AND CONTRACTS
NAME OF SEPARATE ACCOUNT AND REGISTRATION NUMBERS AND NAMES OF CONTRACTS FUNDED BY
DATE ESTABLISHED BY BOARD OF DIRECTORS SEPARATE ACCOUNT
- -------------------------------------- ----------------
Form Nos.: Name of Contract:
American General Life Insurance Company 97505 Select Reserve/(SM)/ Flexible Payment
Separate Account D Variable and Fixed
Established: November 19, 1973 Individual Deferred Annuity
American General Life Insurance Company 98615 Legacy Plus/(SM)/ Variable Life Insurance
Separate Account VL-R Policies
Established: May 6, 1997