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EXHIBIT 1(a)3
AMENDED AND RESTATED
CERTIFICATE OF TRUST
OF
AMERICAN GENERAL SERIES PORTFOLIO COMPANY 3
This Certificate of Trust ("Certificate") is filed in accordance with
the provisions of the Delaware Business Trust Act (12 Del. Code Ann. Tit. 12
Section 3810 et. seq.) and sets forth the following:
1. The name of the trust is hereby amended to: North American Funds
Variable Product Series II (the "Trust"), originally formed under
the name American General Series Portfolio Company 3 on May 6,
1998.
2. The business address of the registered office of the Trust and of
the registered agent of the Trust is:
The Corporation Trust Company
1209 Orange Street
Wilmington, New Castle County, Delaware 19801
3. This Certificate is effective upon filing.
4. The Declaration of Trust is on file with the Secretary of the
Trust and was executed and made on behalf of the Trust by the
Trustees of the Trust, as Trustees of the Trust, and not
individually, and the obligations of such instrument are not
binding upon any of the Trustees of the Trust individually or upon
the holders of beneficial interest in the Trust, but are binding
only upon the assets and property of the Trust, or the respective
series of the Trust, as the case may be.
5. This Trust is a Delaware business trust and is registered under
the Investment Company Act of 1940. Notice is hereby given that
the Trust shall consist of one or more series. The debts,
liabilities, obligations and expenses incurred, contracted for or
otherwise existing
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with respect to a particular series of the Trust shall be
enforceable against the assets of such series only, and not
against the assets of the Trust generally or any other series.
IN WITNESS WHEREOF, the undersigned, being a Trustee, has executed this
Certificate on this 25th day of September, 2000.
/s/ Kent E. Barrett
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Kent E. Barrett
Trustee
STATE OF TEXAS
COUNTY OF HARRIS
Before me this 25th day of September, 2000, personally appeared the
above-named Kent E. Barrett, known to me to be the person who executed the
foregoing instrument and who acknowledged that he executed the same.
/s/ Krista M. Boaz
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Notary Public
[seal]
My commission expires June 15, 2003
