EXHIBIT 3(c)(ii)
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
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-
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-
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-
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-
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
