1
EXHIBIT 6(b)-2
FORM OF
FIRST AMENDMENT
DATED AS OF APRIL ___, 1997
TO
PARTICIPATION AGREEMENT
DATED AS OF MAY 3, 1993
AMONG
AMERICAN GENERAL LIFE INSURANCE COMPANY
AMERICAN GENERAL SECURITIES INCORPORATED
THE SIERRA VARIABLE TRUST
AND
SIERRA INVESTMENT SERVICES CORPORATION
2
THIS FIRST AMENDMENT, dated as of the ____ day of April, 1997, to
the Participation Agreement (the "Agreement"), dated as of May 3, 1993, by and
among AMERICAN GENERAL LIFE INSURANCE COMPANY ("AGL"), a Texas life insurance
company, AMERICAN GENERAL SECURITIES INCORPORATED ("AGSI"), a Texas corporation,
THE SIERRA VARIABLE TRUST (the "Trust"), a Massachusetts business trust, and
SIERRA INVESTMENT SERVICES CORPORATION, a California corporation (the
"Distributor") (collectively, the "Parties"):
WITNESSETH:
WHEREAS, the Agreement provides that the Trust and the
Distributor may offer shares of investment funds of the Trust to AGL for its
combination fixed and variable annuity contracts (the "Contracts"), which are in
addition to those currently identified in the Agreement, and that AGL may
purchase shares of such additional investment funds for its Contracts;
WHEREAS, the Trust and the Distributor currently offer shares of
four investment funds of the Trust to AGL for its Contracts, which are in
addition to the investment funds currently identified in the Agreement, and AGL
currently purchases shares of such investment funds for its Contract;
WHEREAS, the Trust and the Distributor desire to offer shares of
five new investment funds to AGL for its Contracts and AGL desires to purchase
shares of such new investment funds for its Contracts;
-2-
3
WHEREAS, the Parties desire to amend the Agreement to
specifically identify all investment funds of the Trust offered to AGL for its
Contracts; and
WHEREAS, the Parties also desire to amend the Agreement to
include certain representations concerning the new investment funds that the
Trust and the Distributor intend to offer to AGL for its Contract and that AGL
intends to purchase for its Contacts;
NOW, THEREFORE, in consideration of the mutual benefits and
promises contained herein, the Parties agree as follows:
1. Section 1.1 of the Agreement entitled, "Availability of
Separate Account Divisions," is amended to provide as follows:
1.1 Availability of Separate Account Divisions.
AGL represents that American General Life
Insurance Company Separate Account D (the "Separate Account") is
and will continue to be available to serve as an investment
vehicle for its Contracts. The Contracts provide for the
allocation of net amounts received by AGL to separate series (the
"Divisions"; reference herein to the "Separate Account" includes
reference to each Division to the extent the context requires) of
the Separate Account for investment in the shares of
corresponding investment funds of the Trust that are made
available through the Separate Account to act as underlying
investment media. The Trust may from time to time add additional
investment funds, which will become subject to this Agreement if
they are made available as investment media for the Contracts.
The investment funds of the Trust which are subject to this
Agreement are set forth in Exhibit A to the Agreement. Exhibit A
shall be amended from time to time as necessary to identify all
investment funds offered under the Agreement. AGL will not
unreasonably
-3-
4
deny any request by the Distributor to
create new Divisions corresponding to such new Funds.
2. Paragraph (c) of Section 4.3 of the Agreement is amended to
provide as follows:
(c) The Trust represents and warrants that (i) the
Trust does and will comply in all material respects with the
requirements of the 1940 Act and the rules thereunder, including
the exemptive order issued by the Commission as Release No.
IC-22047, which the Trust further represents and warrants is
applicable to the Trust, (ii) its 1933 Act registration
statement, together with any amendments thereto, will at all
times comply in all material respects with the requirements of
the 1933 Act and rules thereunder, and (iii) the Trust Prospectus
will at all times comply in all material respects with the
requirements of the 1933 Act and the rules thereunder.
IN WITNESS WHEREOF, the Parties have caused this First Amendment
to the Agreement to be executed in their names and on their behalf by and
through their duly authorized officers signing below.
-4-
5
AMERICAN GENERAL LIFE INSURANCE COMPANY
By ______________________________________________
Title _____________________________________________
AMERICAN GENERAL SECURITIES INCORPORATED
By ______________________________________________
Title _____________________________________________
THE SIERRA VARIABLE TRUST
By ______________________________________________
Title _____________________________________________
SIERRA INVESTMENT SERVICES CORPORATION
By ______________________________________________
Title _____________________________________________
-5-
6
EXHIBIT A
INVESTMENT FUNDS OF THE TRUST
AS OF MAY 1, 1997
o Global Money Fund
o Short-Term High Quality Bond Fund
o Short-Term Global Government Fund
o U.S. Government Fund
o Corporate Income Fund
o Growth and Income Fund
o Growth Fund
o Emerging Growth Fund
o International Growth Fund
o Capital Growth Portfolio
o Growth Portfolio
o Balanced Portfolio
o Value Portfolio
o Income Portfolio
