EXHIBIT 8(h)
AMENDMENT NUMBER 2 TO
AMENDED AND RESTATED PARTICIPATION AGREEMENT
AMONG VAN KAMPEN AMERICAN CAPITAL LIFE INVESTMENT TRUST,
VAN KAMPEN AMERICAN CAPITAL DISTRIBUTORS, INC.,
VAN KAMPEN AMERICAN CAPITAL ASSET MANAGEMENT, INC.,
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 Amended and Restated Participation Agreement dated as of
January 24, 1997, as amended (the "Agreement"), among Van Kampen American
Capital Life Investment Trust (the "Fund"), Van Kampen American Capital
Distributors, Inc., Van Kampen American Capital 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 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
B of the Agreement the Fund's Strategic Stock 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 Platinum Contracts.
2. Schedule B to the Agreement, a revised copy of which is attached
hereto, is hereby amended to add the Strategic Stock Portfolio.
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 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
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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 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
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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.
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IN WITNESS WHEREOF, the parties hereto execute this Amendment as of the
date first written above.
AMERICAN GENERAL LIFE INSURANCE AMERICAN GENERAL SECURITIES
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: ______________________________ By: ______________________________
Don M. Ward F. Paul Kovach, Jr.
Senior Vice President - President
Variable Products
VAN KAMPEN AMERICAN CAPITAL VAN KAMPEN AMERICAN CAPITAL
LIFE INVESTMENT TRUST
DISTRIBUTORS, INC.
By: ______________________________ By: ______________________________
Dennis J. McDonnell John H. Zimmermann III
President President
VAN KAMPEN AMERICAN CAPITAL ASSET
MANAGEMENT, INC.
By: ______________________________
Dennis J. McDonnell
President
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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 95020 Rev 896
Established: November 19, 1973 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
American General Life Insurance CONTRACT FORM NOS.:
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
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SCHEDULE B
PARTICIPATING LIFE INVESTMENT TRUST PORTFOLIOS
Emerging Growth Portfolio
Enterprise Portfolio
Growth and Income Portfolio
Domestic Income Portfolio
Government Portfolio
Money Market Portfolio
Morgan Stanley Real Estate Securities Portfolio
Strategic Stock Portfolio
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