EXHIBIT (8)(h)(v)
AMENDMENT NUMBER 4 TO
AMENDED AND RESTATED PARTICIPATION AGREEMENT
AMONG VAN KAMPEN LIFE INVESTMENT TRUST,
VAN KAMPEN FUNDS INC.,
VAN KAMPEN ASSET MANAGEMENT INC.,
AMERICAN GENERAL LIFE INSURANCE COMPANY, AND
AMERICAN GENERAL SECURITIES INCORPORATED
This Amendment No. 4 ("Amendment No. 4") executed as of the ___ day of
__________, 1999 to the Amended and Restated Participation Agreement dated as of
January 24, 1997, as amended (the "Agreement"), among Van Kampen Life Investment
Trust (the "Fund"), Van Kampen Funds Inc., Van Kampen Asset Management Inc.,
American General Life Insurance Company (the "Company"), and American General
Securities Incorporated.
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
Corporate America Variable Life Insurance policies, Form No. 93301 ("Corporate
America") and (ii) solely to the extent the Agreement relates to the 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 A to the Agreement, a revised copy of which is attached
hereto, is hereby amended to add the Corporate America.
2. Solely to the extent the Agreement relates to the 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 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
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 owners of the Contracts, 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 Contract owners.
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 Contract owners. The Fund shall not pay any costs
of distributing such proxy-related material, reports to shareholders,
and other communications to prospective Contract owners.
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 Contract owners.
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."
3. 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
on behalf of itself and each of its Accounts
named in Schedule A to the Agreement,
as amended from time to time
By:______________________________________________
Don M. Ward
Senior Vice President - Variable Products
AMERICAN GENERAL SECURITIES INCORPORATED
By:______________________________________________
F. Paul Kovach, Jr.
President
VAN KAMPEN LIFE INVESTMENT TRUST
By:______________________________________________
Dennis J. McDonnell
President
VAN KAMPEN FUNDS INC.
By:______________________________________________
Patrick J. Woelfel
First Vice President
VAN KAMPEN ASSET MANAGEMENT INC.
By:______________________________________________
Dennis J. McDonnell
President
SCHEDULE A
SEPARATE ACCOUNTS AND CONTRACTS
Name of Separate Account and Form Numbers and Names of Contracts
Date Established by Board of Directors Funded by Separate Account
- -------------------------------------- ---------------------------------
American General Life Insurance Contract Form Nos.:
Company 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 Nos.:
-------------------
91010
91011
93020
93021
Name of Contract:
-----------------
Variety Plus Combination Fixed and Variable
Annuity Contract
Contract Form Nos.:
-------------------
74010
74011
76010
76011
80010
80011
81010
81011
83010
83011
Name of Contract: None
-----------------
Contract Form Nos.:
-------------------
98020
Name of Contract:
-----------------
Platinum Investor Variable Annuity
Contract
American General Life Insurance Contract Form Nos.:
Company 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 Number:
--------------------
99301
Name of Contract:
----------------
Corporate America - Variable Life Insurance
Policy