EXHIBIT 8(h)(iv)
AMENDMENT NUMBER 6 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 SECURITIES INCORPORATED
This Amendment No. 6 ("Amendment No. 6") executed as of the 1st day of
November, 2000 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
Securities Incorporated ("AGSI"). 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 III VUL, Form No. 00600 ("Platinum Investor III Policies"); and (ii)
solely to the extent the Agreement relates to the Platinum Investor III
Policies, amend the provisions of Article III of the Agreement as described
below;
WHEREAS, American General Distributors, Inc. "(AGDI") is a Delaware
corporation and is registered as a broker-dealer under the 1934 Act and under
any appropriate regulatory requirements of state law, and is a member in good
standing of the NASD, and is an affiliate of AGSI and the Company;
WHEREAS, the Company and AGDI have entered into a Distribution Agreement,
dated November 1, 2000, which sets forth AGDI's duties as distributor of the
Contracts and replaces the Distribution Agreement between the Company and AGSI;
and
WHEREAS, AGSI desires that AGDI replace AGSI as a party to the Agreement.
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 III
Policies; and
2. Solely to the extent the Agreement relates to the Platinum Investor
III 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. Effective on the date of the Distribution Agreement between the Company
and AGDI indicated herein, AGDI will replace AGSI as a party to the
Agreement. All the duties and responsibilities of AGSI shall become the
duties and responsibilities of AGDI.
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. 6 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:_______________________________
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 I and Platinum 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:
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
