EXHIBIT (8)(h)(iv)
AMENDMENT NUMBER 7 TO
AMENDED AND RESTATED PARTICIPATION AGREEMENT
AMONG XXX XXXXXX LIFE INVESTMENT TRUST,
XXX XXXXXX FUNDS INC.,
XXX XXXXXX ASSET MANAGEMENT INC.,
AMERICAN GENERAL LIFE INSURANCE COMPANY, AND
AMERICAN GENERAL DISTRIBUTORS, INC.
This Amendment No. 7 ("Amendment No. 7") executed as of the 1st day of
October, 2001 to the Amended and Restated Participation Agreement dated as of
January 24, 1997, as amended (the "Agreement"), among Xxx Xxxxxx Life Investment
Trust (the "Fund"), Xxx Xxxxxx Funds Inc., Xxx Xxxxxx Asset Management Inc.,
American General Life Insurance Company (the "Company") and American General
Distributors, Inc. ("AGDI"). All capitalized terms not otherwise defined in
this Amendment, shall have the meaning as described in the Agreement.
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 Survivor II VUL, Form No. 01206 ("Platinum Investor Survivor II
Policies"); and (ii) solely to the extent the Agreement relates to the Platinum
Investor Survivor II Policies, 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 Platinum Investor Survivor II Policies; and
2. Solely to the extent the Agreement relates to the Platinum Investor
Survivor II Policies, 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
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 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. 7 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:
---------------------------------------
AMERICAN GENERAL DISTRIBUTORS, INC.
By:
---------------------------------------
XXX XXXXXX LIFE INVESTMENT TRUST
By:
---------------------------------------
XXX XXXXXX FUNDS INC.
By:
---------------------------------------
XXX XXXXXX ASSET MANAGEMENT INC.
By:
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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
Contract Form Nos.:
98020
Name of Contract:
Platinum Investor Variable Annuity
Contract
SCHEDULE A
(CONTINUED)
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 VL-R 97600
Established: May 6, 1997 97610
Name of Contract:
Platinum Investor I and Platinum
Investor II Flexible Premium
Variable Life Insurance Policies
Contract Form Number:
99301
Name of Contract:
Corporate America-Variable
Life Insurance Policy
Contract Form Number:
99206
Name of Contract:
Platinum Investor Survivor VUL
Contract Form Number:
01206
Name of Contract:
Platinum Investor Survivor II VUL
Contract Form Number:
99615
Name of Contract:
The One VUL Solution
Contract Form Number:
99616
Name of Contract:
AG Legacy Plus VUL
Contract Form Number:
00600
Name of Contract:
Platinum Investor III
Flexible Premium Variable
Life Insurance Policy
