EXHIBIT (h)(42)(b)
Amendment No. 1
to
Administrative Services Letter Agreement
between
OppenheimerFunds, Inc.
and
American General Life Insurance Company
The Administrative Services Letter Agreement, dated as of December 1, 1999, by
and between OppenheimerFunds, Inc. and American General Life Insurance Company
(the "Agreement") is hereby amended as follows:
1. Schedules B and C are hereby deleted in their entirety and replaced
with the Schedule B and Schedule C attached hereto.
All other terms and provisions of the Agreement not amended herein shall remain
in full force and effect.
Effective Date as of May 1, 2003.
OppenheimerFunds, Inc.
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By: ________________________________________
Name:
Title:
American General Life Insurance Company
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By: ________________________________________
Name:
Title:
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SCHEDULE B TO
AMENDMENT NO. 1 TO ADMINISTRATIVE SERVICES LETTER AGREEMENT
(EFFECTIVE MAY 1, 2003)
BY AND BETWEEN
OPPENHEIMERFUNDS, INC.
AND
AMERICAN GENERAL LIFE INSURANCE COMPANY
Separate Accounts Products
----------------- --------
American General Life Insurance Company The One VUL Solution (SM)
Separate Account VL-R Variable Life Insurance
Policy Form No. 99615
AG Legacy Plus Variable Life
Insurance
Policy Form No. 98615
Platinum Investor II Variable Life
Insurance
Policy Form No. 97610
Platinum Investor III Variable Life
Insurance
Policy Form No. 00600
Platinum Investor Survivor Variable
Life Insurance
Policy Form No. 99206
Platinum Investor Survivor II Variable
Life Insurance
Policy Form No. 01206
Platinum Investor PLUS Variable
Life Insurance
Policy Form No. 02600
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SCHEDULE C TO
AMENDMENT NO. 1 TO ADMINISTRATIVE SERVICES LETTER AGREEMENT
(EFFECTIVE MAY 1, 2003)
BY AND BETWEEN
AMERICAN GENERAL LIFE INSURANCE COMPANY
AND
OPPENHEIMERFUNDS, INC. (THE "AGREEMENT")
1. The Agreement may be cancelled by any party upon ten days of written
notice: (1) if the participation agreement for American General Products between
OFI, American General and OVAF is terminated; (2) if neither American General
nor any underwriter under its control actively promotes American General
Products with OVAF as underlying options to new investors; (3) if either party
is subject to a change of control; or (4) if it is not permissible to continue
this Agreement under laws, rules or regulations applicable to OVAF, OFI or
American General. Either party may also cancel this Agreement upon six months
written notice.
2. Payment will be made to American General quarterly during the term this
Agreement is in effect, no later than thirty days after the end of the quarter
starting with the quarter ending December 31, 1999. Payments shall be separately
computed on the average net assets of OVAF held by American General Products
variable account during the prior quarter, subject to a limit of one-third of
the average management fee paid by that OVAF series to OFI during the prior
quarter, subject to a limit of one-third of the average management fee paid by
that series to OFI during the prior quarter, at the annual rate of: _____% of
the first $_____ of average net assets, plus _____% of average net assets held
by American General Products variable account(s) in excess of $_____ during that
prior quarter. For purposes of determining whether the breakpoint described in
the preceding sentence has been achieved, the net asset value of OVAF shares
held by separate accounts of American General Life Insurance Company will be
aggregated with shares held by American General.
3. Except to the extent that American General's, OFI's or OVAF's counsel
may deem it necessary or advisable to disclose in their respective prospectuses
or elsewhere, the terms of this Agreement will be held confidential by each
party. The party making such disclosure shall provide advance written
notification, including particulars, to the other party that it is making such
disclosure.
4. No other fees or expenses will be required of OFI or OVAF for the
sponsorship within American General product line, except as mutually agreed to
by the parties.
5. On advance written notice, OFI or a subsidiary may pay all or a portion
of the fees provided for in this Agreement under any service fee or Rule 12b-1
plan hereafter adopted by OVAF, which shall satisfy that portion of OFI's
payment obligation hereunder.
6. OFI will be responsible for calculating the fees payable hereunder.
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7. Each party shall provide each other party or its designated agent
reasonable access to its records to permit it to audit or review the accuracy of
the charges submitted for payment under this Agreement.
8. This Agreement does not modify or replace the November 23, 1998
Agreement by and between American General Annuity Insurance Company and OFI (the
"1998 Agreement"), or any other agreement with American General Life Insurance
Company pertaining to any ▇▇▇▇▇▇▇▇▇▇▇ fund other than OVAF. The parties hereto
agree that OVAF assets that qualify for payment under the 1998 Agreement shall
not qualify for payment under this Agreement.
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