EXHIBIT (8)(K)
SAFECO
December 1, 1998 {PRIVATE}
American General Life Insurance Company
2727 Allen Parkway WT-03
Houston, Texas 77019
Ladies and Gentlemen:
This letter amends and supersedes the letter agreement dated April 1, 1998
between SAFECO Asset Management Company ("SAM") and American General Life
Insurance Company ("AGL") concerning certain administrative services to be
provided by AGL on a sub-administration basis with respect to certain series of
the SAFECO Resource Series Trust (the "Fund") in connection with the
Participation Agreement between AGL, American General Securities Incorporated,
the Fund, and SAFECO Securities, Inc. (the "Participation Agreement").
Capitalized terms not defined herein shall have the meanings ascribed to them in
the Participation Agreement.
1. Administrative Services and Expenses. AGL shall be responsible for
administrative services for purchasers of Policies and for the Separate
Accounts named in Schedule B attached hereto and made a part hereof and
which invest in the Series pursuant to the Participation Agreement.
Administrative services for the Series in which the Separate Accounts
invest, and for purchasers of shares of the Series, are the responsibility
of the Fund.
AGL has agreed to assist SAM, as SAM may request from time to time, with
the provision of administrative services ("Administrative Services") to the
Series, on a sub-administration basis, as they may relate to the investment
in the Series by the Separate Accounts. It is anticipated that
Administrative Services may include (but shall not be limited to) the
printing and mailing of informational materials to owners of the Policies
supported by the Separate Accounts with allocations to the Series; the
provision of various reports for the Fund and for submission to the Fund's
Board of Trustees; the provision of shareholder support services with
respect to the Series; and the services listed on Schedule A attached
hereto and made a part hereof.
2. Administrative Expense Payments. In consideration of the anticipated
administrative expense savings resulting from the arrangements set forth in
this Agreement, SAM agrees to pay AGL on a quarterly basis an amount set
forth in Schedule B.
For purposes of computing the payment to AGL contemplated under this
Paragraph 2 for each quarterly period, the total of the average daily net
assets invested by the Separate Accounts shall be multiplied by the rate
shown in Schedule B multiplied by the actual number of days in the period
divided by 365.
The expense payment contemplated by this Paragraph 2 shall be calculated by
SAM at the end of each quarter and will be paid to AGL within 30 days
thereafter on a pro-rata basis. Payment will be accompanied by a statement
showing the calculation of the quarterly amount payable by SAM and such
other supporting data as may be reasonably requested by AGL.
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3. Nature of Payments. The parties to this letter agreement recognize and
agree that payments to AGL relate to Administrative Services only. The
amount of administrative expense payments made by SAM to AGL pursuant to
Paragraph 2 of this letter agreement shall not be deemed to be conclusive
with respect to SAM's actual administrative expenses or savings.
4. Term. This letter agreement shall remain in full force and effect for so
long as the assets of the Series are attributable to amounts invested by
the Separate Accounts under the Participation Agreement, unless terminated
in accordance with Paragraph 5 of this letter agreement.
5. Termination. This letter agreement may be terminated by either party upon
90 days' advance written notice or immediately upon termination of the
Participation Agreement or upon the mutual agreement of the parties hereto
in writing.
6. Representation. AGL represents and agrees that it will maintain and
preserve all records as required by law to be maintained and preserved in
connection with providing the Administrative Services, and will otherwise
comply with all laws, rules and regulations applicable to the
Administrative Services.
7. Subcontractors. AGL may, with the prior written consent of SAM, contract
with or establish relationships with other parties for the provision of the
Administrative Services or other activities of AGL required by this letter
agreement, provided that AGL shall be fully responsible for the acts and
omissions of such other parties. SAM agrees that American General Life
Companies, an affiliate of AGL, may provide services on behalf of AGL under
this letter agreement as provided in this paragraph.
8. Authority. This letter agreement shall in no way limit the authority of
the Fund or SAM to take such action as either party may deem appropriate or
advisable in connection with all matters relating to the operations of the
Fund and/or sale of its shares. AGL understands and agrees that the
obligations of SAM under this letter agreement are not binding upon the
Fund.
9. Indemnification. This letter agreement will be subject to the
indemnification provisions in Section 12 of the Participation Agreement.
10. Miscellaneous. This letter agreement may be amended only upon mutual
agreement of the parties hereto in writing. This letter agreement may not
be assigned by either party hereto, by operation of law or otherwise,
without the prior written consent of the other party. This letter
agreement, including Schedule A and Schedule B, 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. This letter agreement may be executed in counterparts,
each of which shall be deemed an original but all of which shall together
constitute one and the same instrument. Each party agrees to notify the
other party promptly if for any reason it is unable to perform fully and
promptly any of its obligations under this letter agreement.
11. Notice. Any notices required to be sent hereunder shall be sent in
accordance with the Participation Agreement, except that any notice to SAM
hereunder shall be sent to:
SAFECO Asset Management Company
4333 Brooklyn Avenue N.E.
Seattle, Washington 98185
Attention: Institutional Division
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Please indicate AGL's understanding of, and agreement to, the matters set forth
above by signing below and returning a signed copy to us.
Very truly yours,
By: ___________________________
Name: Leslie Eggerling - Vice President
Acknowledged and Agreed:
AMERICAN GENERAL LIFE INSURANCE COMPANY
By: _______________________________
Name: ____________________________
Title: _____________________________
Attachment: Schedule A
Schedule B
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SCHEDULE A
I. Fund-related Policyowner services
. Fund proxies services, including facilitating distribution of proxy
material to Policyowners, tabulation and reporting.
. Telephonic support for Policyowners with respect to inquiries about the Fund
(not including information related to sales).
. Communications to Policyowners regarding performance of the Series.
II. Sub-accounting services
. Aggregating purchase and redemption orders of the Separate Accounts for
sales of the Series.
. Assistance in resolution of pricing errors.
III. Other administrative support
. Providing other administrative support to the Fund as mutually agreed
between AGL and SAM.
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SCHEDULE B
Separate Account Registration Nos. of Variable Administrative Expense Amounts
- ---------------- Life Insurance ------------------------------
Policy(ies)/Annuity Contracts and
Policy or Contract Name(s)
---------------------------------
American General Life Insurance File Nos. 333-42567 SAM agrees to pay AGL a quarterly
Company Separate Account VL-R 811-08561 amount that is equal on a annual
Policies: Platinum Investor I basis to twenty-five basis points
and Platinum Investor II Variable (.25%) of the average combined
Life Insurance Policies (Contract daily net assets of all of shares
Form Nos. 97600 and 97610) of the Fund held in the Separate
Account of AGL pursuant to the
Corporate America-Variable Life Participation Agreement.
Insurance Policies (Contract
Form No. 99301)
American General Life Insurance File Nos. 333-70667 SAM agrees to pay AGL a quarterly
Company Separate Account D 811-2441 amount that is equal on a annual
Policy: Platinum Investor basis to twenty-five basis points
Variable Annuity Contract (.25%) of the average combined
(Contract Form No. 98202) daily net assets of all of shares
of the Fund held in the Separate
Account of AGL pursuant to the
Participation Agreement
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