Exhibit (8)(b)(ii)
AMENDMENT NUMBER 1 TO
PARTICIPATION AGREEMENT
AMONG MORGAN STANLEY UNIVERSAL FUNDS, INC.,
VAN KAMPEN AMERICAN CAPITAL DISTRIBUTORS, INC.,
MORGAN STANLEY ASSET MANAGEMENT INC.,
MILLER ANDERSON & SHERRERD, LLP,
THE UNITED STATES LIFE INSURANCE COMPNAY
IN THE CITY OF NEW YORK, AND
AMERICAN GENERAL SECURITIES INCORPORATED
This Amendment No. 1 ("Amendment") executed as of ________________, 1999 to
the Participation Agreement (the "USL Agreement") dated as of December 1, 1998,
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"), The United States Life Insurance Company in the City of
New York (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 Platinum Investor
Variable Life Insurance Policies ("Platinum Inverstor"), and (ii) solely to the
extent the Agreement relates to Platinum Inverstor, 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 Platinum Inverstor.
2. Solely to the extent the Agreement relates to Platinum Inverstor, 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.
THE UNITED STATES LIFE INSURANCE COMPANY AMERICAN GENERAL SECURITIES
IN THE CITY OF NEW YORK 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
FUNDS, INC. CAPITAL 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
- -------------------------------------- -------------------------------------
The United States Life Insurance Company Contract Form Numbers:
----------------------
in the City of New York
Separate Account USL VA-R 98033N
Established: August 8, 1997
Name of Contract:
-------------------------------------
Generations Combination Fixed and
Variable Deferred Annuity Certificate
The United States Life Insurance Company
in the City of New York
Separate Account USL VL-R Contract Form Numbers:
-------------------------------------
Established: August 8, 1997 97600N
Name of Contract:
-------------------------------------
Platinum InvestorFlexible Payment
Variable Life Insurance Policied