EXHIBIT(8)(E)(VI)
AMENDMENT NUMBER 5 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. 5 ("Amendment") executed as of ________________, 1999 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
Funds, Inc. ("VK Funds") (formerly Van Kampen American Capital Distributors,
Inc.), Morgan Stanley Dean Witter Investment Management Inc. ("MSDW Investment
Management") (formerly Morgan Stanley Asset Management Inc.), 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 Corporate America
Variable Life Insurance Policies ("Corporate America"), and (ii) solely to the
extent the Agreement relates to Corporate America, 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 Corporate America.
2. Solely to the extent the Agreement relates to Corporate America, 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. 4 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 CAPITAL
FUNDS, INC. DISTRIBUTORS, INC.)
By:________________________________ By:________________________________
MORGAN STANLEY DEAN WITTER INVESTMENT MILLER ANDERSON & SHERRERD, LLP
MANAGEMENT INC. (FORMERLY MORGAN STANLEY
ASSET MANAGEMENT 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 ---------------------
Established: November 19, 1973 95020 Rev 896
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 ---------------------
Established: May 6, 1997 97600
97610
Name of Contract:
----------------
Platinum I and Platinum II Flexible
Premium
Variable Life Insurance Policies
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 Policy