<PAGE> 1
EXHIBIT 8(j)(ii)
AMENDMENT NO. 1 TO PARTICIPATION AGREEMENT
THIS AMENDMENT NO. 1 TO PARTICIPATION AGREEMENT ("Amendment") amends
the PARTICIPATION AGREEMENT dated January 4, 1999 ("Agreement"), by and between,
Evergreen Equity Trust, a Delaware trust, and such other funds or portfolios of
series-type mutual funds set forth on Schedule A attached hereto as amended from
time to time, ("FUND") and The Variable Annuity Life Insurance Company
("VALIC"), a life insurance company organized under the laws of the State of
Texas, on its own behalf and on behalf of each segregated asset account set
forth on Schedule B hereto as amended from time to time (each such account
hereinafter referred to as "ACCOUNT"). All capitalized terms in this Amendment,
not otherwise defined, shall have the same meaning as in the Agreement
WHEREAS, FUND and VALIC desire to amend Schedule A and Schedule C to
add the Evergreen Special Equity Fund to act as an underlying funding vehicle
for the Contracts; and
WHEREAS, the Evergreen Special Equity Fund is a portfolio of the
Evergreen Select Equity Trust, and not a portfolio of the Evergreen Equity
Trust;
NOW, THEREFORE, in consideration of their mutual promises, VALIC and
FUND agree as follows:
1. That Schedule A and Schedule C, copies of which are attached
hereto, be amended as of the date of this Amendment, to
reflect the addition of the Evergreen Special Equity Fund.
2. The Evergreen Select Equity Trust is hereby added as a third
party to the Agreement, and as such, all references to the
term "Fund" shall hereby mean the Evergreen Equity Trust and
the Evergreen Select Equity Trust.
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3. Except as amended herein, the Agreement is hereby ratified and
confirmed in all respects.
Executed this 2nd day of October, 2000.
Evergreen Equity Trust
Attest: By:
--------------------------- --------------------------------
Evergreen Select Equity Trust
Attest: By:
--------------------------- --------------------------------
The Variable Annuity Life
Insurance Company
Attest: By:
--------------------------- --------------------------------
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SCHEDULE A
Funds
Evergreen Small Cap Value Fund - Class A (formerly Evergreen Small Cap Equity
Income Fund)
Evergreen Value Fund - Class A
Evergreen Growth and Income Fund - Class A
Evergreen Special Equity Fund - Class A
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SCHEDULE B
Accounts
<TABLE>
<CAPTION>
Name Date Established
---- ----------------
<S> <C>
The Variable Annuity Life Insurance Company April 18, 1979
Separate Account A
</TABLE>
Contracts
---------
<TABLE>
<CAPTION>
Standard Form Number Name
-------------------- ----
<S> <C>
UITG-194 Group Fixed and
Variable Deferred
Annuity Contract
UIT-194 Individual Fixed and
Variable Deferred
Annuity Contract
UITN-194 Individual Fixed and
Variable
Nonqualified
Deferred Annuity
Contract
UIT-IRA-194 Individual Fixed and
Variable Deferred
Retirement Annuity
Contract
</TABLE>
<PAGE> 5
<TABLE>
<S> <C>
IRA-SEP-194 Individual Fixed and
Variable Simplified
Employee Pension
Annuity contract
UIT-SIMPLE-897 Individual Fixed and
Variable Deferred
Simplified Retirement
Annuity Contract
</TABLE>
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EXHIBIT C
FUND or ADVISER will pay VALIC the following asset-based Services fee computed
daily and payable quarterly on the aggregate net asset value of the shares of
each FUND maintained in accounts established with the FUND by VALIC:
<TABLE>
<CAPTION>
12b-1 Fee
Fund Per Annum
---- ---------
<S> <C>
Evergreen Small Cap Value Fund - Class A (formerly Evergreen Small
Cap Equity Income Fund) 0.25%
Evergreen Value Fund - Class A 0.25%
Evergreen Growth and Income Fund - Class A 0.25%
Evergreen Special Equity Fund - Class A 0.25%
</TABLE>
