EXHIBIT 3(a)(ii)(B)(1)
FIRST AMENDMENT TO
------------------
MASTER MARKETING AND DISTRIBUTION AGREEMENT
-------------------------------------------
This First Amendment to Master Marketing and Distribution Agreement (the
"Amendment") is made on this 1st day of November, 2000, and amends the Master
Marketing and Distribution Agreement made on the 12th day of July, 1999 (the
"Agreement"), by and among AMERICAN GENERAL LIFE INSURANCE COMPANY, a Texas
insurance company ("AGL"), on behalf of itself and each of its separate accounts
listed on Schedule A , as the same may be amended from time to time (each, an
"Account"), AMERICAN GENERAL SECURITIES INCORPORATED, a Texas corporation
("AGSI"), and WM FUNDS DISTRIBUTOR, INC., a Washington corporation
("DISTRIBUTOR") (each, a "Party," collectively, the "Parties"). All capitalized
terms not otherwise defined in this Amendment shall have the same meaning as
described in the Agreement.
RECITALS
--------
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 AGL and AGSI;
WHEREAS, AGL and AGSI desire that AGDI replace AGSI as a party to the
Agreement;
WHEREAS, AGL has appointed AGDI the principal underwriter of the WM
Strategic Asset Manager and WM Advantage Variable Annuity Contracts and has
appointed AGDI the principal underwriter of all Contracts described in Schedule
A;
NOW, THEREFORE, in consideration of the mutual covenants herein contained,
and of the mutual expectations of benefit occurring from the activities herein
contemplated, the Parties hereto agree as follows:
1. Effective as of the date of this Amendment, AGDI will replace AGSI as a
party to the Agreement and all of the rights, duties and obligations of
AGSI shall, as of the same date, inure to AGDI.
2. Except as amended herein, the Agreement is hereby ratified and confirmed
in all respects.
IN WITNESS WHEREOF, the Parties hereto have executed this Amendment as of
the day and year first written above.
AMERICAN GENERAL LIFE INSURANCE COMPANY
on behalf of itself and each Account
named in Schedule A,
as amended from time to time
/s/ XXXX XXXXXXXXX
-----------------------------------
By: Xxxx Xxxxxxxxx
Title: Executive Vice President
AMERICAN GENERAL DISTRIBUTORS, INC.
/s/ XXXXX XXXXXXX
------------------------------------
By: Xxxxx Xxxxxxx
Title: Vice President - Operations
WM FUNDS DISTRIBUTOR, INC.
/s/ XXXXXX XXXXXXXXX
--------------------------------
By: Xxxxxx Xxxxxxxxx
Title: 1/st/ Vice President
