<PAGE> 1
EXHIBIT 1(b)(22)
NORTH AMERICAN FUNDS VARIABLE PRODUCT SERIES II
CERTIFICATE OF DESIGNATION
The Undersigned, being the Secretary of North American Funds Variable Product
Series II, a Delaware business trust (the "Trust"), pursuant to the authority
conferred upon the Trustees of the Trust by Section 6.1 of the Trust's Agreement
and Declaration of Trust ("Declaration"), and by the affirmative vote of a
Majority of the Trustees does hereby establish and designate the Series to be
re-named as shown below:
<TABLE>
<CAPTION>
Former Name: New Name:
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<S> <C>
American General International Growth Fund North American International Growth Fund
American General Large Cap Growth Fund North American-Goldman Sachs Large Cap Growth Fund
American General Large Cap Value Fund North American-State Street Large Cap Value Fund
American General Mid Cap Growth Fund North American-INVESCO MidCap Growth Fund
American General Mid Cap Value Fund North American-Neuberger Berman MidCap Value Fund
American General Small Cap Growth Fund North American-J.P. Morgan Small Cap Growth Fund
American General Small Cap Value Fund North American Small Cap Value Fund
American General Socially Responsible Fund North American-AG Socially Responsible Fund
American General Core Bond Fund North American-AG Core Bond Fund
American General High Yield Bond Fund North American-AG High Yield Bond Fund
American General Strategic Bond Fund North-American-AG Strategic Bond Fund
American General Conservative Growth North American-AG Conservative Growth Lifestyle Fund
Lifestyle Fund
American General Growth Lifestyle Fund North American-AG Aggressive Growth Lifestyle Fund
American General Moderate Growth North American-AG Moderate Growth Lifestyle Fund
Lifestyle Fund
American General Money Market Fund North American-AG 2 Money Market Fund
</TABLE>
Each of the Series shall have the following rights, preferences and
characteristics:
1. Shares. The beneficial interest in the Fund shall be divided into Shares
having a nominal or par value of $0.01 per Share, of which an unlimited number
may be issued, which Shares shall represent interests only in the Fund. The
Trustees shall have the authority from time to time to authorize separate Series
of Shares for the Trust as they deem necessary or desirable.
2. Other Rights Governed by Declaration. All other rights, preferences,
qualifications, limitations and restrictions with respect to Shares of any
Series of the Trust or with respect to any Class of Shares set forth in the
Declaration shall apply to Shares of the Fund unless otherwise specified in this
Certificate of Designation, in which case this Certificate of Designation shall
be govern.
3. Amendments etc. Subject to the provisions and limitations of Section 9.5 of
the Declaration and applicable law, this certificate of Designation may be
amended by an instrument signed in writing by a Majority of the Trustees (or by
an Officer of the Trust pursuant to the vote of a majority of the Trustees) or
when authorized to do so by the vote in accordance with the Declaration of the
holders of a majority of all the Shares of the Fund outstanding and entitled to
vote or, if such amendment affects the Shares of one or more but not all of the
Classes of the Fund, the holders of a majority of all the Shares of the affected
Classes outstanding and entitled to vote.
4. Incorporation of Defined Terms. All capitalized terms which are not defined
herein shall have the same meaning as ascribed to those terms in the
Declaration.
September 25, 2000
/s/ Nori L. Gabert
Nori L. Gabert,
Secretary
