EXHIBIT 3(d)(iii) FIRST AMENDMENT TO INDEMNIFICATION AGREEMENT THIS FIRST AMENDMENT TO INDEMNIFICATION AGREEMENT ("Amendment"), made and entered into as of the 1st day of November, 2000, amends the INDEMNIFICATION AGREEMENT ("Agreement") made and...

                                                               EXHIBIT 3(d)(iii)


                 FIRST AMENDMENT TO INDEMNIFICATION AGREEMENT


     THIS FIRST AMENDMENT TO INDEMNIFICATION AGREEMENT ("Amendment"), made and
entered into as of the 1st day of November, 2000, amends the INDEMNIFICATION
AGREEMENT ("Agreement") made and entered into as of the 12th day of July, 1999,
by and among American General Life Insurance Company, a Texas life insurance
company ("AGL"), American General Securities Incorporated, a Texas corporation
("AGSI"), WM Advisors, Inc., a Washington corporation ("WMA"), and WM Funds
Distributor, Inc., a Washington corporation ("WMFD"). All capitalized terms not
otherwise defined in this Amendment shall have the same meaning as described in
the Agreement.

     WITNESSETH THAT:

     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 Contracts;

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     NOW, THEREFORE, in consideration of the mutual benefits and promises
contained herein, 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.

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     IN WITNESS WHEREOF, the Parties have caused this Amendment to be executed
in their names and on their behalf by and through their duly authorized officers
signing below.

                                   AMERICAN GENERAL LIFE INSURANCE COMPANY



                                   By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇
                                       --------------------------------
                                   Title:  Executive Vice President


                                   AMERICAN GENERAL DISTRIBUTORS, INC.



                                   By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇
                                       --------------------------------
                                   Title:  Vice President - Operations


                                   WM ADVISORS, INC.



                                   By:[NAME AND TITLE NOT LEGIBLE]
                                      ----------------------------
                                   Title:


                                   WM FUNDS DISTRIBUTOR, INC.


                                   By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
                                       --------------------------------
                                   Title:  1/st/ Vice President

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