EXHIBIT 8(e)
AMENDMENT NUMBER 2 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. 2 ("Amendment") executed as of the 4th day of
November, 1997 to the Participation Agreement dated as of January 24, 1997, as
amended (the "Agreement"), among Morgan Stanley Universal Funds, Inc. (the
"Fund"), Van Kampen American Capital Distributors, Inc., Morgan Stanley Asset
Management Inc., Miller Anderson & Sherrerd, LLP, 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 PLATINUM INVESTOR I AND PLATINUM INVESTOR II FLEXIBLE PREMIUM
VARIABLE LIFE INSURANCE POLICIES ("Platinum Contracts"), (ii) solely to the
extent the Agreement relates to the Platinum Contracts, amend the provisions
of Article III of the Agreement as described below, and (iii) add to Schedule
A of the Agreement the Fund's Equity Growth Portfolio.
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 Equity Growth Portfolio.
2. Schedule B to the Agreement, a revised copy of which is attached
hereto, is hereby amended to add the Platinum Contracts.
3. Solely to the extent the Agreement relates to the Platinum
Contracts, 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 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, 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 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:______________________________________
MORGAN STANLEY UNIVERSAL FUNDS, INC.
VAN KAMPEN AMERICAN CAPITAL DISTRIBUTORS, INC.
By:______________________________________
By:______________________________________
MORGAN STANLEY ASSET MANAGEMENT, INC.
MILLER ANDERSON & SHERRERD, LLP
By:______________________________________
By:______________________________________
SCHEDULE A
PORTFOLIOS OF MORGAN STANLEY
UNIVERSAL FUNDS AVAILABLE FOR
PURCHASE BY AMERICAN GENERAL LIFE
INSURANCE COMPANY UNDER THIS AGREEMENT
Fixed Income
High Yield
Growth
Mid Cap Value
Value
International Magnum
Emerging Markets Equity
Global Equity
Equity Growth
SCHEDULE B
SEPARATE ACCOUNTS AND CONTRACTS
Name of Separate Account and
Date Established by Board of Directors
Form Numbers and Names of
Contracts Funded By Separate Account
American General Life Insurance Company
CONTRACT FORM NUMBERS:
Separate Account D
95020 Rev 896
Established: November 19, 1973
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
American General Life Insurance
CONTRACT FORM NUMBERS:
Company Separate Account VL-R
97600
Established: May 6, 1997
97610
NAME OF CONTRACT:
Platinum I and Platinum II Flexible Premium
Variable Life Insurance Policies