EXHIBIT (8)(e)(ii) AMENDMENT NUMBER 1 TO PARTICIPATION AGREEMENT AMONG MORGAN STANLEY UNIVERSAL FUNDS, INC., MORGAN STANLEY ASSET MANAGEMENT INC., MILLER ANDERSON & SHERRERD, LLP, VAN KAMPEN AMERICA CAPITAL DISTRIBUTORS, INC., AMERICAN GENERAL LIFE INSURANCE COMPANY, AND AMERICAN GENERAL SECURITIES INCORPORATED This Amendment No. 1 ("Amendment") executed as of the 30th day of June, 1997 to the Participation Agreement dated as of January 24, 1997 (the "Agreement"), among Morgan Stanley Universal Funds, Inc. (the "Fund"), Morgan Stanley Asset Management Inc., Miller Anderson & Sherrerd, LLP, Van Kampen American Capital Distributors, Inc., American General Life Insurance Company, and American General Securities Incorporated. WHEREAS, the parties desire to amend the Agreement by amending Section 1.3 of the Agreement. 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. Section 1.3 of the Agreement is hereby deleted and replaced with the following: "1.3 The Fund will not make its shares available for purchase by any insurance company or separate account unless an agreement containing provisions which afford the Company substantially the same protections currently provided by Sections 2.4, 2.9, 3.4 and Article VII of this Agreement is in effect to govern such sales." 2. Except as amended hereby, the Agreement is hereby ratified and confirmed in all respects. IN WITNESS WHEREOF, the parties hereby execute this Amendment of the date first written above. AMERICAN GENERAL LIFE AMERICAN GENERAL SECURITES INSURANCE COMPANY INCORPORATED on behalf of itself and each of its accounts named in Schedule A to the Agreement, as amended from time to time By: /s/ Larry Robinson By: /s/ F. Paul Kovach -------------------------- --------------------------- Larry Robinson F. Paul Kovach Vice President President MORGAN STANLEY UNIVERSAL MILLER ANDERSON & SHERRERD, FUNDS, INC. LLP. By: /s/ Michael F. Klein By: /s/ Marna C. Whittington -------------------------- --------------------------- Michael F. Klein Marna C. Whittington President Authorized Signatory MORGAN STANLEY ASSET VAN KAMPEN AMERICAN CAPITAL MANAGEMENT INC. DISTRIBUTORS, INC. By: /s/ Jeffrey Margolis By: /s/ William R. Molino -------------------------- --------------------------- Jeffrey Margolis William R. Molino Principal President