<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 27, 1998
FILE NO. 33-39170
811-4865
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form N-4
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Pre-Effective Amendment No. [ ]
Post-Effective Amendment No. 10 [X]
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
Amendment No. 25 [X]
(Check appropriate box or boxes.)
VARIABLE ACCOUNT A
(Exact Name of Registrant)
American International Life Assurance Company of New York
(Name of Depositor)
80 Pine Street, New York, NY 10005
(Address of Depositor's Principal Executive Offices) (Zip Code)
(212) 770-7000
(Depositor's Telephone Number, including Area Code)
Robert Liguori, Esq.
AIG Life Insurance Company
One Alico Plaza
Wilmington, Delaware 19899
(Name and Address of Agent for Service)
Copies to:
Michael Berenson, Esq. an Florence Davis, Esq.
Jorden Burt Boros Cicchetti American International Group, Inc.
Berenson & Johnson 70 Pine Street
1025 Thomas Jefferson Street, N.W. New York, NY 10270
Washington, DC 200007-0805
Approximate Date of Proposed Public Offering: As soon as practicable after the
effective date of this filing.
It is proposed that this filing will become effective (check appropriate box)
X immediately upon filing pursuant to paragraph (b) of Rule 485
___ on _____ pursuant to paragraph (b) of Rule 485 ___ 60 days after
filing pursuant to paragraph (a)(i) of Rule 485
___ on _____ pursuant to paragraph (a)(i) of Rule 485 ___ 75 days after
filing pursuant to paragraph (a)(ii)
___ on _____ pursuant to paragraph (a)(ii) of Rule 485.
If appropriate, check the following box:
___ this post-effective amendment designates a new effective date for a
previously filed post-effective amendment.
Registrant has declared that it registered an indefinite number or amount
of securities in accordance with Rule 24f-2 under the Investment Company
Act of 1940. Registrant filed a Rule 24f-2 notice for its most recent
fiscal year on March 30, 1998
<PAGE>
CROSS REFERENCE SHEET
(required by Rule 495)
Item No. Location
PART A
Item 1. Cover Page Cover Page
Item 2. Definitions Definitions
Item 3. Synopsis Highlights
Item 4. Condensed Financial Information Condensed Financial Info.
Item 5. General Description of Registrant, The Company, The Variable
Depositor, and Portfolio Companies Account, The Fund
Item 6. Deductions and Charges Charges and Deductions
Item 7. General Description of Variable The Contract
Annuity Contracts
Item 8. Annuity Period Annuity Benefits
Item 9. Death Benefit Death Benefit
Item 10. Purchases and Contract Value Distributions under Contracts;
Item 11. Redemptions Withdrawals
Item 12. Taxes Taxes
Item 13. Legal Proceedings Legal Proceedings
Item 14. Table of Contents of the Statement of Table of Contents of
Additional Information the Statement of Additional
Information
<PAGE>
PART B
Item 15. Cover Page Cover Page
Item 16. Table of Contents Table of Contents
Item 17. General Information and History General Information
Item 18. Services General Information/
Independent Accountants/
Legal Counsel
Item 19. Purchase of Securities Being Offered The Contract;
Charges and Deductions
(Part A)
Item 20. Underwriters General Information/
Distributor
Item 21. Calculation of Performance Data Calculation of Performance
Related Information
Item 22. Annuity Payments Annuity Provisions
Item 23. Financial Statements Financial Statements
PART C
Information required to be included in Part C is set forth under the
appropriate item, so numbered, in Part C to this Registration Statement.
<PAGE>
PART A
Incorporated by reference to Registrant's Post-Effective Amendment No. 11 to
Form N-4 (File No. 33-39171), filed on May 1, 1998, as amended by the filings
under Rule 497(e) on June 11, 1998, July 2, 1998, July 21, 1998, September 16,
1998 and October 9, 1998.
<PAGE>
PART B
Incorporated by reference to Registrant's Post-Effective Amendment No. 11 to
Form N-4 (File No. 33-39171), filed on May 1, 1998, as amended by the filing
under Rule 497(e) on June 25, 1998.
<PAGE>
PART C
OTHER INFORMATION
Item 24. Financial Statements and Exhibits.
a. Financial Statements
Incorporated by reference to Registrant's Post-Effective
Amendment No. 9 to Form N-4 (File No. 33-39170), filed on May 1,
1998, as amended by the filing under Rule 497(e) on June 25,
1998.
b. Exhibits
1. Certificate of Resolution for American International Life
Assurance Company of New York, dated June 5, 1986, authorizing
the issuance and sale of variable and fixed annuity contracts.
2. N/A
3. (a) Principal Underwriter's Agreement between American
International Life Assurance Company of New York and
American International Fund Distributors, dated August 1,
1988;
(b) Broker/Dealer Agreement between American International Life
Assurance Company of New York and American International
Fund Distributors, dated August 1, 1988
(c) Selling Agreement between American International Life
Assurance Company of New York, AIG Life Insurance Company
and AIG Equity Sales, dated October 1998
(d) Distribution Agreement between American International Life
Assurance Company of New York, AIG Life Insurance Company
and Alliance Fund Distributors, dated June 11, 1991;
(e) Buy Sell Agreement between American International Life
Assurance Company of New York and Alliance Variable Products
Series Fund and Alliance Capital Management, L.P., dated
June 11, 1991
4. (a) Form of Individual Variable Annuity Single Purchase Payment
Policy (45649 - 4/87)
(b) Form of Individual Variable Annuity Policy (21VAN0896NY)
(c) Form of Group Variable Annuity (21GVAN897)
(d) Form of Variable Annuity Certificate of Coverage
(26GVAN897NY)
5. (a) Form of Single Premium Variable Annuity application (52971
11/96)
(b) Form of Group Variable Annuity application (24GVAN897)
6. (a) American International Life Assurance Company of New York,
By-Laws (as amended on 3/25/75);
(b) Charter of American International Life Assurance Company of
New York, dated March 5, 1962;
(c) Certificate of Amendment of the Certificate of Incorporation
of American International Life Assurance Company of New
York, dated February 4, 1972;
(d) Certificate of Amendment of the Certificate of Incorporation
of American International Life Assurance Company of New
York, dated January 18, 1985;
(e) Certificate of Amendment of the Certificate of Incorporation
of American International Life Assurance Company of New
York, dated June 1, 1987;
(f) Certificate of Amendment of the Certificate of Incorporation
of American International Life Assurance Company of New
York, dated March 22, 1989;
(g) Certificate of Amendment of the Certificate of Incorporation
of American International Life Assurance Company of New
York, dated June 27, 1991
7. N/A
8. Delaware Valley Financial Services Administrative Agreement
appointing Delaware Valley Financial Services by American
International Life Assurance Company of New York and AIG
Life Company.
9. Incorporated by reference to Registrant's Post-Effective
Amendment No. 9 to Form N-4 (File No. 33-39170), filed on
May 1, 1998.
10. Incorporated by reference to Registrant's Post-Effective
Amendment No. 9 to Form N-4 (File No. 33-39170), filed on
May 1, 1998.
11. N/A
12. N/A
13. Performance Data - Incorporated by reference to Registrant's
Post-Effective Amendment No. 3 to Form N-4 (File No.
33-39171) filed on May 1, 1993.
14. N/A
15. Incorporated by reference to Registrant's Post-Effective
Amendment No. 9 to Form N-4 (File No. 33-39170), filed on
May 1, 1998
<PAGE>
Item 25. Directors and Officers of the Depositor
Incorporated by reference to Registrant's Post-Effective Amendment No.
9 to Form N-4 (File No. 33-39170), filed on May 1, 1998
Item 26. Persons Controlled by or Under Common Control with the Depositor
or Registrant
Incorporated by reference to the Form 10K, Exhibit 21 filed by
American International Life Assurance Company of New York, parent of
registrant for year end December 31, 1997.
Item 27. Number of Contract Owners.
Incorporated by reference to Registrant's Post-Effective Amendment No.
9 to Form N-4 (File No. 33-39170), filed on May 1, 1998
Item 28. Indemnification
Principal Underwriter's Agreement between American International Life
Assurance Company of New York and American International Fund Distributors,
dated August 1, 1988 which is incorporated by reference and attached as
Item 24b 3(a) to this filing of Registrant's Post-Effective Amendment No.
10 to Form N-4 (File No. 33-39170), filed on October 27, 1998
Item 29. Principal Underwriter
Incorporated by reference to Registrant's Post-Effective Amendment No.
9 to Form N-4 (File No. 33-39170), filed on May 1, 1998
Item 30. Location of Accounts and Records.
Incorporated by reference to Registrant's Post-Effective Amendment No.
9 to Form N-4 (File No. 33-39170), filed on May 1, 1998
Item 31. Management Services.
Not applicable.
Item 32. Undertakings
Incorporated by reference to Registrant's Post-Effective Amendment No.
9 to Form N-4 (File No. 33-39170), filed on May 1, 1998
<PAGE>
Signatures - Incorporated by reference to Registrant's Post-Effective
Amendment No. 9 to Form N-4 (File No. 33-39170), filed on May 1, 1998
<PAGE>
EXHIBITS TO
AMENDMENT NUMBER 10 TO
FORM N-4
FOR
VARIABLE ACCOUNT A
<PAGE>
INDEX TO EXHIBITS
Exhibit
b.
1. Certificate of Resolution for American International Life Assurance
Company of New York, dated June 5, 1986, authorizing the issuance and
sale of variable and fixed annuity contracts.
3. (a) Principal Underwriter's Agreement between American International
Life Assurance Company of New York and American International
Fund Distributors, dated August 1, 1988;
(b) Broker/Dealer Agreement between American International Life
Assurance Company of New York and American International Fund
Distributors, dated August 1, 1988
(c) Selling Agreement between American International Life Assurance
Company of New York, AIG Life Insurance Company and AIG Equity
Sales, dated October 1998
(d) Distribution Agreement between American International Life
Assurance Company of New York, AIG Life Insurance Company and
Alliance Fund Distributors, dated June 11, 1991;
(e) Buy Sell Agreement between American International Life Assurance
Company of New York and Alliance Variable Products Series Fund
and Alliance Capital Management, L.P., dated June 11, 1991
4. (a) Form of Individual Variable Annuity Single Purchase Payment
Policy (45649 - 4/87)
(b) Form of Individual Variable Annuity Policy (21VAN0896NY)
(c) Form of Group Variable Annuity (21GVAN897)
(d) Form of Variable Annuity Certificate of Coverage (26GVAN897NY)
5. (a) Form of Single Premium Variable Annuity application (52971 11/96)
(b) Form of Group Variable Annuity application (24GVAN897)
6. (a) American International Life Assurance Company of New York,
By-Laws (as amended on 3/25/75);
(b) Charter of American International Life Assurance Company of New
York, dated March 5, 1962;
(c) Certificate of Amendment of the Certificate of Incorporation of
American International Life Assurance Company of New York, dated
February 4, 1972;
(d) Certificate of Amendment of the Certificate of Incorporation of
American International Life Assurance Company of New York, dated
January 18, 1985;
(e) Certificate of Amendment of the Certificate of Incorporation of
American International Life Assurance Company of New York, dated
June 1, 1987;
(f) Certificate of Amendment of the Certificate of Incorporation of
American International Life Assurance Company of New York, dated
March 22, 1989;
(g) Certificate of Amendment of the Certificate of Incorporation of
American International Life Assurance Company of New York, dated
June 27, 1991;
8. Delaware Valley Financial Services Administrative Agreement appointing
Delaware Valley Financial Services by American International Life
Assurance Company of New York and AIG Life Company.
EXHIBIT 1
Certificate of Resolution for American International Life Assurance Company
of New York, dated June 5, 1986, authorizing the issuance and sale of
variable and fixed annuity contracts.
<PAGE>
CERTIFICATE OF RESOLUTION
I, the undersigned, Elizabeth M Tuck, being the duly elected Secretary
of AMERICAN INTERNATIONAL LIFE ASSURANCE COMPANY OF NEW YORK, a corporation
organized and existing under the laws of the State of New York, DO HEREBY
CERTIFY that by virtue of my office I have custody of the original records of
the said corporation; that at a meeting of the Board of Directors of the said
corporation held on June 5, 1986 in accordance with the law and the By-laws of
the said corporation, a quorum being present throughout and voting thereon, the
following resolution was unanimously adopted:
WHEREAS, the Company is desirous of developing and marketing certain
types of variable and fixed annuity contracts which may be required to be
registered with the Securities and Exchange Commission pursuant to the various
securities laws; and
WHEREAS, it will be necessary to take certain actions including, but
not limited to, establishing separate accounts for segregation of assets and
seeking approval of regulatory authorities;
NOW THEREFORE, BE IT RESOLVED, that the Company is hereby
authorized to develop the necessary program in order to
effectuate the issuance and sale of variable and fixed annuity
contracts; and
FURTHER RESOLVED, that the Company is hereby authorized to
establish and to designate one or more separate accounts of
the Company in accordance with the provisions of state
insurance law. The purpose of any such separate account shall
be to provide an investment medium for such variable and fixed
annuity contracts issued by the Company as may be designated
as participating therein.
Any such separate account shall receive, hold, invest and
reinvest only the monies arising from (1) premiums,
contributions or payments made pursuant to the variable and
fixed annuity contracts participating therein; (ii) such
assets of the Company as shall be deemed appropriate to be
invested in the same manner as the assets applicable to the
Company's reserve liability under the variable and fixed
annuity contracts participating in such separate accounts; or
as may be necessary for the establishment of such separate
accounts; (iii) the dividends, interest and gains produced by
the foregoing; and
FURTHER RESOLVED, that the proper officers of the Company are
hereby authorized:
(i) to register the variable and fixed annuity
contracts participating in any such separate accounts
under the provisions of the Securities Act of 1933 to
the extent that it shall be determined that such
registration is necessary;
(ii) to register any such separate accounts with the
Securities and Exchange Commission under the
provisions of the Investment Company Act of 1940 to
the extent that it shall be determined that such
registration is necessary.
(iii) to prepare, execute and file such amendments to
any registration statements filed under the
aforementioned Acts (including post-effective
amendments), supplements and exhibits thereto as they
may be deemed necessary or desirable;
(iv) to apply for exemption from those provisions of
the aforementioned Acts as shall be deemed necessary
and to take any and all other actions which shall be
deemed necessary, desirable, or appropriate in
connection with such Acts;
(v) to file the variable and fixed annuity contracts
participating in any such separate accounts with the
appropriate state insurance departments and to
prepare and execute all necessary documents to obtain
approval of the insurance departments;
(vi) to prepare or have prepared and execute all
necessary documents to obtain approval of, or
clearance with, or other appropriate actions
required, of any other regulatory authority that may
be necessary; and
FURTHER RESOLVED, that for the purposes of facilitating the
execution and filing of any registration statement and of
remedying any deficiencies therein by appropriate amendments
(including post effective amendments) or supplements thereto,
the President of the Company and the Secretary of the Company,
and each of them, are hereby designated as attorneys and
agents of the Company; and the appropriate officers of the
Company be, and they hereby are authorized and directed to
grant the power of attorney of the Company to the President of
the Company and the Secretary of the Company by executing and
delivering to such individuals, on behalf of the Company, a
power of attorney; and
FURTHER RESOLVED, that in connection with the offering and
sale of the fixed and variable annuity contracts in the
various States of the United States, as and to the extent
necessary, the appropriate officers of the Company be, and
they hereby are, authorized to take any and all such action,
including but not limited to the preparation, execution and
filing with proper State authorities, on behalf of and in the
name of the Company, of such applications, notices,
certificates, affidavits, powers of attorney, consents to
service of process, issuer's covenants, certified copies of
minutes of shareholders' and directors' meetings, bonds,
escrow and impounding agreements and other writing and
instruments as may be required in order to render permissible
the offering and sale of the fixed and variable annuity
contracts in such jurisdictions; and
RESOLVED, that the forms of any resolutions required by any
State authority to be filed in connection with any of the
documents or instruments referred to any of the preceding
resolutions be, and the same hereby are, adopted as if fully
set forth herein if (1) in the option of the appropriate
officers of the Company, the adoption of the resolutions is
advisable and (2) the Secretary or any Assistant Secretary of
the Company evidences such adoption by inserting into these
minutes copies of any such resolutions; and
FURTHER RESOLVED, that the officers of the Company, and each
of them, are hereby authorized to prepare and to execute the
necessary documents and to take such further actions as may be
deemed necessary or appropriate, in their discretion, to
implement the purpose of these resolutions.
THAT the same has not been altered, amended or rescinded, and is now in full
force and effect; and that I am duly authorized on behalf of the said
corporation to make this certificate.
IN WITNESS WHEREOF, I have hereunto subscribed my name and affixed the
seal of said corporation this 11th day of August 1998.
/s/ Elizabeth M. Tuck
---------------------------
Elizabeth M. Tuck
EXHIBIT 3(a)
Principal Underwriter's Agreement between American International Life
Assurance Company of New York and American International Fund Distributors,
dated August 1, 198
<PAGE>
PRINCIPAL UNDERWRITER'S AGREEMENT
IT IS HEREBY AGREED by and between AMERICAN INTERNATIONAL LIFE
ASSURANCE COMPANY OF NEW YORK ("INSURANCE COMPANY") on behalf of VARIABLE
ACCOUNT A (the "Variable Account") and AMERICAN INTERNATIONAL FUND DISTRIBUTORS,
INC. ("PRINCIPAL UNDERWRITER") as follows:
I.
INSURANCE COMPANY proposes to issue and sell Individual Single Purchase
Payment Variable Annuity Contracts (the "Contracts") to the public through
PRINCIPAL UNDERWRITER. The PRINCIPAL UNDERWRITER agrees to provide sales service
subject to the terms and conditions hereof. The Contracts to be sold are more
fully described in the registration statement and the prospectus hereinafter
mentioned. Such contracts will be issued by INSURANCE COMPANY through the
Variable Account.
II.
INSURANCE COMPANY grants PRINCIPAL UNDERWRITER the exclusive right,
during the term of this Agreement, subject to registration requirements of the
Securities Act of 1933 and the Investment Company Act of 1940 and the provisions
of the Securities Exchange Act of 1934, to be the distributor of the Contracts
issued through the Variable Account. PRINCIPAL UNDERWRITER will sell the
Contracts under such terms as set by INSURANCE COMPANY and will make such sales
to purchasers permitted to buy such Contracts as specified in the prospectus.
III.
PRINCIPAL UNDERWRITER agrees it shall undertake at its own expense, to
perform all duties and functions which are necessary and proper for the
distribution of the Contracts.
IV.
PRINCIPAL UNDERWRITER shall be compensated for its distribution service
in an amount mutually agreed to by INSURANCE COMPANY and PRINCIPAL UNDERWRITER
on an individual basis.
V.
On behalf of the Variable Account, INSURANCE COMPANY shall furnish
PRINCIPAL UNDERWRITER with copies of all prospectuses, financial statements and
other documents which PRINCIPAL UNDERWRITER reasonably requests for use in
connection with the distribution of the Contracts. INSURANCE COMPANY shall
provide to PRINCIPAL UNDERWRITER such number of copies of the current effective
prospectus as PRINCIPAL UNDERWRITER shall reasonably request.
VI.
PRINCIPAL UNDERWRITER is not authorized to give any information or to
make any representations concerning the Contracts or the Variable Account of
INSURANCE COMPANY other than those contained in the current registration
statement or prospectus filed with the Securities and Exchange Commission or
such sales literature as may be authorized by INSURANCE COMPANY.
VII.
Both parties to this Agreement agree to keep the necessary records as
indicated by applicable state and federal law and to render the necessary
assistance to one another for the accurate and timely preparation of such
records.
VIII.
This Agreement shall be effective upon the execution hereof and will
remain in effect unless terminated as hereinafter provided. This Agreement shall
automatically be terminated in the event of its assignment as defined by the
Investment Company Act of 1940.
This Agreement may at any time be terminated by either party hereto
upon 60 days written notice to the other party.
All notices, requests, demands and other communications under this
Agreement shall be in writing and shall be deemed to have been given on the date
of service if serviced personally on the party to whom notice is to be given, or
on the date of mailing if sent by First Class Mail, Registered or Certified,
postage prepaid and properly addressed.
IN WITNESS WHEREOF, the parties hereto have caused this instrument to
be signed on their behalf by their respective officers thereunto duly
authorized.
EXECUTED this 1st day of August, 1988
INSURANCE COMPANY
AMERICAN INTERNATIONAL LIFE
ASSURANCE COMPANY OF NEW YORK
/s/ A. Raymond Williams
By: _______________________________________
A. Raymond Williams, President
/s Maureen P. Tully
ATTEST: _______________________
Secretary
PRINCIPAL UNDERWRITER
AMERICAN INTERNATIONAL FUND
DISTRIBUTORS, INC.
/s/ Jerome T. Muldowney
By: _______________________________________
Jerome T. Muldowney
President
/s/ Maureen P. Tully
ATTEST: _________________________
Secretary
EXHIBIT 3(b)
Broker/Dealer Agreement between American International Life Assurance
Company of New York and American International Fund Distributors, dated
August 1, 1988
<PAGE>
BROKER-DEALER AGREEMENT
IT IS HEREBY AGREED by and between American International Life
Assurance Company of New York (hereinafter referred to as "INSURANCE COMPANY"),
a New York Corporation, and American International Fund Distributors, Inc.
(hereinafter referred to as "BROKER/DEALER"), a New York Corporation, as
follows:
I.
BASIS FOR THE AGREEMENT
A. INSURANCE COMPANY
INSURANCE COMPANY is a life insurance company licensed to issue various
life insurance policies and annuity contracts.
B. BROKER/DEALER
BROKER/DEALER is an affiliate of INSURANCE COMPANY. BROKER/DEALER will
function as a broker-dealer registered under the provisions of the
Securities Exchange Act of 1934 (hereinafter referred to as the
"Exchange Act") for the sale of certain variable contracts issued by
separate accounts of INSURANCE COMPANY. Such variable contracts may be
deemed to be securities within the meaning of the Securities Act of
1933 and will be registered thereunder.
C. PURPOSE OF AGREEMENT
INSURANCE COMPANY desires BROKER/DEALER to act as the distributor for
all of the said variable contracts which require distribution under the
auspices of a registered broker-dealer. The parties desire INSURANCE
COMPANY to maintain certain accounting books and records of
BROKER/DEALER and to send purchasers of such variable contracts
required confirmations of transactions on behalf of BROKER/DEALER and
to pay any commissions which may be due on sales of such variable
contracts to any selling broker-dealers.
II.
DUTIES OF BROKER/DEALER
A. REGISTRATION UNDER THE EXCHANGE ACT
BROKER/DEALER is registered as a broker-dealer under the provisions of
the Exchange Act and will secure whatever authorizations, licenses,
qualifications, permits and the like as may be necessary to perform its
obligations under this agreement in those states requested by INSURANCE
COMPANY.
B. MEMBERSHIP IN THE NATIONAL ASSOCIATION OF SECURITIES DEALERS, INC.
BROKER/DEALER is a member of the National Association of Securities
Dealers, Inc. ("NASD"), and shall maintain its membership therein.
C. RESPONSIBILITY FOR SECURITIES ACTIVITIES
BROKER/DEALER shall assume full responsibility for the securities
activities of all persons engaged directly or indirectly in the
variable contract operations of INSURANCE COMPANY, including but not
limited to training, supervision and control as contemplated under
appropriate provisions of the Exchange Act, any regulations thereunder,
or by the rules of the NASD. The the extent necessary and appropriate,
those persons directly or indirectly involved in such variable contract
operations shall be registered representatives or registered principals
of BROKER/DEALER as appropriate to their activities.
D. APPOINTMENT OF REGISTERED PERSONS AND MAINTENANCE OF PERSONNEL RECORDS
BROKER/DEALER shall have the authority and responsibility for the
appointment and registration of those persons who will be registered
representatives and registered principals. BROKER/DEALER shall likewise
have the responsibility for maintenance of all of the appropriate
records of such registered persons.
E. MAINTENANCE OF NET CAPITAL
BROKER/DEALER shall have the full responsibility for maintenance of
appropriate net capital and for limiting aggregate indebtedness as may
be required under the provisions of the Exchange Act, and regulations
thereunder, or by NASD rules.
F. REQUIRED REPORTS
BROKER/DEALER shall have the responsibility for preparation and
submission of any reports or other materials required by any regulatory
authority having proper jurisdiction.
III.
DUTIES OF INSURANCE COMPANY
A. MAINTENANCE OF ACCOUNTING RECORDS
INSURANCE COMPANY shall be responsible for the maintenance of all books
and records in connection with the said variable contracts. Such books
and records shall be maintained and preserved in conformity with any
requirements under the Exchange Act, any regulations thereunder, or
under NASD rules to the extent that such requirements are applicable to
variable contract operations. All such books and records shall be
maintained and held by INSURANCE COMPANY on behalf of and as agent for
BROKER/DEALER. All such books and records are, and shall at all times
remain, the property of BROKER/DEALER and shall at all times be subject
to inspection by duly authorized officers, auditors or representatives
of BROKER/DEALER and by the Securities and Exchange Commission, the
NASD, or other regulatory authority having proper jurisdiction.
B. PAYMENT OF COMMISSIONS
INSURANCE COMPANY shall pay on behalf of BROKER/DEALER all commissions
which may be due on sales of such variable contracts to any selling
broker-dealers and registered representatives of BROKER/DEALER who are
also licensed insurance agents (or agencies) of INSURANCE COMPANY. Such
commissions shall be payable from funds made available for such and
shall be subject to approval before payment by duly authorized
personnel of BROKER/DEALER. The payment of commisisions hereunder on
behalf of BROKER/DEALER is intended by the parties to be a purely
ministerial act by INSURANCE COMPANY and all such payments shall be
properly reflected on the books and records maintained on behalf of
BROKER/DEALER.
C. CONFIRMATION OF TRANSACTIONS
INSURANCE COMPANY shall provide that confirmations will be issued on
behalf of BROKER/DEALER, acting as agent for INSURANCE COMPANY,
regarding all transactions required to be confirmed, and in the form
and manner required for such confirmations, under the Exchange Act, any
regulations thereunder, or by NASD rules.
D. PAYMENT OF EXPENSES OF BROKER/DEALER
In the event BROKER/DEALER should expend any of its own funds for any
reason, INSURANCE COMPANY shall reimburse BROKER/DEALER upon demand.
INSURANCE COMPANY'S obligations under the terms of this paragraph shall
be limited by BROKER/DEALER in performance of services for INSURANCE
COMPANY.
E. PROVISIONS OF FACILITIES AND PERSONNEL
INSURANCE COMPANY shall provide BROKER/DEALER with facilities and
personnel sufficient to perform BROKER/DEALER's obligations hereunder
and to carry on its business in conformity with provisions of the
Exchange Act, any regulations thereunder or NASD rules.
IV.
TERMINATION
This Agreement may be terminated at any time by either party upon 60
days written notice to the other provided that this Agreement may not
be terminated or modified by either party if the effect would be to put
BROKER/DEALER out of compliance with the "net capital" requirements of
the Exchange Act. In addition, no default of any kind shall have the
effect of terminating this Agreement unless such termination is subject
to this termination provision.
EXECUTED at New York, New York effective August 1, 1988.
INSURANCE COMPANY
AMERICAN INTERNATIONAL LIFE
ASSURANCE COMPANY OF NEW YORK
/s/ A. Raymond Williams
By: _____________________________
A. Raymond Williams, President
/s/ Maureen P. Tully
ATTEST:______________________________
Secretary
BROKER/DEALER
AMERICAN INTERNATIONAL FUND
DISTRIBUTORS, INC.
/s/ Jerome T. Muldowney
By: ______________________________
Jerome T. Muldowney, President
/s/ Maureen P. Tully
ATTEST: _____________________________
Secretary
EXHIBIT 3(c)
Selling Agreement between American International Life Assurance Company of
New York, AIG Life Insurance Company and AIG Equity Sales, dated October
1998
<PAGE>
SELLING AGREEMENT
THIS AGREEMENT is by and among AIG Life Insurance Company, American
International Life Assurance Company of New York (individually or collectively,
as the context may require, the "AIG Life Companies"), AIG Equity Sales Corp.
("AIGESC") and ________________________________________ ("Dealer")
AIGESC, a dealer registered with the Securities and Exchange Commission ("SEC")
under the Securities Exchange Act of 1934 ("Exchange Act") and a member of the
National Association of Securities Dealers, Inc. ("NASD"), has been authorized
to act as the principal underwriter of certain variable life policies and
variable annuities (the "Policies") issued by the AIG Life Companies.
The parties desire that Dealer and its registered representatives
("Representatives") be authorized to offer and sell the Policies to the general
public subject to the terms and conditions of this Agreement.
ARTICLE I
AUTHORIZATION
1. Dealer is hereby authorized to sell the Policies identified in Schedule
A to the Agreement in the states where the Policies are approved for
sale and in which Dealer is properly licensed.
2. Dealer is an independent contractor and nothing in this Agreement shall
be construed to create any other relationship among the parties.
3. Dealer shall have no exclusive territory for the sale of Policies.
ARTICLE II
LICENSING
1. Dealer represents that it is, and during the term of this Agreement
will remain, registered as a broker-dealer under the Exchange Act, a
member of the NASD, and, properly registered or licensed to conduct a
securities business in each state or jurisdiction where it offers the
Policies.
2. Dealer represents that it or an affiliated entity is, and during the
term of this Agreement will remain, properly licensed under the
insurance laws in each state or jurisdiction where it offers the
Policies.
3. Dealer represents that it will not permit the Policies to be offered
except by Representatives who are also properly licensed as agents
under applicable insurance laws. Dealer will assist the AIG Life
Companies in the appointment of Representatives as agents.
ARTICLE III
SALES PRACTICES AND COMPLIANCE
1. The solicitation, offer and sale of the Policies by Dealer and its
Representatives shall be undertaken only in accordance with all
applicable laws, rules and regulations. Dealer shall fully comply with
requirements of the NASD, Exchange Act, the Securities Act of 1933, the
Investment Company Act of 1940 and all other applicable federal or
state laws governing the activities of Dealer regarding the Policies.
2. Dealer agrees to establish such rules and procedures as required to
ensure diligent supervision of the sales practices and conduct of its
Representatives.
3. In the event that Dealer terminates a Representative, Dealer shall take
whatever action is necessary to terminate the sales activities of such
Representative regarding the Policies and notify the AIG Life Companies
and AIGESC in writing immediately.
4. Dealer shall have full responsibility for the training and supervision
of all Representatives associated with Dealer who are engaged in the
sale of the Policies. Dealer shall instruct such Representatives to
limit solicitations of the Policies to jurisdictions where the AIG Life
Companies have authorized such activities.
5. Dealer shall be responsible for maintaining in good order and in
accordance with applicable laws, rules and regulations all books,
records and accounts relating to the sale of the Policies and any other
related business transacted on behalf of AIGESC and the AIG Life
Companies. All such books, records and accounts shall be available for
inspection by the AIG Life Companies upon request.
6. Dealer agrees that it will take reasonable steps to determine if any
employee or Representative of Dealer has ever been convicted of any
criminal felony involving dishonesty or breach of trust or a violation
of 18 U.S.C. ss.1033. Further, Dealer will not willfully permit any
person if so convicted to engage in the business of insurance as
defined in 18 U.S.C. ss.1033.
ARTICLE IV
APPLICATIONS AND PREMIUMS
1. All applications for the Policies shall be made on such forms as authorized
by the AIG Life Companies.
2. The AIG Life Companies retain the unconditional right to reject any
application for a Policy.
3. Premiums collected by Dealer shall be remitted immediately to the
appropriate AIG Life Company. No payment will be deemed received by the
AIG Life Companies until actually received by them.
4. Dealer agrees that it and its Representatives:
i) Shall not solicit applications for the Policies without delivering to
the applicant the appropriate prospectuses;
ii) Shall have authority to alter, modify, waive or change any of the
terms, rates, charges or conditions of the Policies; and
iii) Shall deliver Policies in accordance with the AIG Life Companies rules
and regulations then in effect.
ARTICLE V
SALES MATERIALS
The AIG Life Companies will provide Dealer, at no expense to Dealer, with
prospectuses and consumer brochures for use with the Policies. No sales or
promotional materials, advertisements, circulars or other documents may be
utilized by Dealer or its Representatives unless approved in writing by AIGESC
and the AIG Life Companies prior to its use.
ARTICLE VI
COMPENSATION
1. During the term of this Agreement, the AIG Life Companies agree to pay
compensation to Dealer as set forth in Schedule A to this Agreement.
Schedule A may be amended or modified by the AIG Life Companies at any
time, effective upon written notice to Dealer.
2. Dealer shall be solely responsible for the payment of any commissions to its
Representatives.
3. If a premium is refunded by the AIG Life Companies to a purchaser for
any reason, and Dealer has received compensation on the premium
refunded, or if compensation has otherwise been overpaid to Dealer,
Dealer shall promptly repay such compensation.
4. If a Policy sold by Dealer lapses or is surrendered, either fully or
partially, and Dealer has received compensation with respect to such
Policy pursuant to this Agreement, Dealer shall promptly repay such
compensation, or portion thereof, as specified in Schedule A. If any
such repayment is not promptly made, such amount may be deducted from
any future payments due Dealer, or the AIG Life Companies may otherwise
institute proceedings to recover such amounts. The AIG Life Companies
shall have all rights of a creditor to collect amounts owed to it by
Dealer.
ARTICLE VII
TERMINATION
1. This Agreement, including any addenda, schedules or supplements, may be
terminated by any party hereto, without cause, upon thirty (30) days
prior written notice by such party to the other parties.
2. This Agreement may also be terminated immediately by either of the AIG
Life Companies or AIGESC upon the occurrence of any of the following
events:
(i) Dealer's registration or license with the NASD or any regulatory
authority is suspended or terminated.
(ii) Dealer has failed to promptly remit premium to the AIG Life
Companies or has failed to promptly repay compensation as
required by this Agreement.
1. Upon termination of this Agreement, compensation to Dealer will be paid
as stated in Schedule A for Policies sold and premiums received prior
to the termination date, unless payment of such compensation would
violate any laws, rules or regulations of the NASD or any other
regulatory authority.
2. Following termination of this Agreement, unless a Policy owner provides
other instructions to the AIG Life Companies, Dealer may receive Policy
information on each Policy sold by its Representatives under this
Agreement.
ARTICLE VIII
INDEMNIFICATION
1. The AIG Life Companies shall indemnify Dealer against any liability or
loss incurred by Dealer arising out of or in connection with:
(i) allegations or claims that any prospectus or consumer
brochures supplied by the AIG Life Companies or AIGESC to
Dealer was materially false or misleading under federal or
state securities laws or regulations or state insurance laws
or regulations or the rules of the NASD or common law
standards of fraud or misrepresentation;
(ii) any allegation arising out of or in connection with
intentional wrongdoing or gross negligence on the part of the
AIG Life Companies or AIGESC in the course of any activities
or conduct performed in relation to this Agreement.
1. Dealer shall indemnify the AIG Life Companies and AIGESC against any
liability or loss incurred by the AIG Life Companies or AIGESC arising
out of or in connection with:
(i) any violation by Dealer or its Representatives of federal or state
securities laws or regulations, or state insurance laws or
regulations, or the rules of the NASD or common law standards of fraud
or misrepresentation;
(ii) any violation by Dealer or its Representatives of any of the terms of
this Agreement;
(iii)any intentional wrongdoing or gross negligence on the part of Dealer
or its Representatives in the course of any activities or conduct
performed in relation to this Agreement.
ARTICLE IX
GENERAL PROVISIONS
1. All notices or communications shall be valid if in writing and hand
delivered or sent by U.S. mail, postage prepaid, or by nationally
recognized overnight courier, to each other party at its last known
address.
2. This Agreement shall be construed in accordance with and governed by the laws
of the State of Delaware.
3. This Agreement shall be binding on and shall inure to the benefit of
the parties hereto and their respective successors and assigns.
4. This Agreement and the rights, duties and obligations of the parties
hereto shall not be assignable by any party hereto without the prior
written consent of the other parties, and any purported assignment
without such consent shall be void.
5. Each party shall promptly notify the other parties in writing of any
complaints, claims, demands or actions having any bearing on this
Agreement.
6. This Agreement supersedes all prior agreements among the parties
relating to the Policies. This Agreement may not be modified unless by
written agreement.
7. This Agreement may be executed in any number of counterparts, all of
which together shall constitute one agreement and any party hereto may
execute this Agreement by signing one such counterpart.
8. If any provision of this Agreement shall be held to be invalid, illegal
or unenforceable, the validity, legality and enforceability of the
remaining provisions shall not in any way be affected or impaired
thereby.
IN WITNESS WHEREOF, the parties have executed this Agreement effective
- --------------------------------------
AIG Life Insurance Company and Dealer:_____________________________
/S/ /S/
By:___________________________________ By: ________________________________
VICE PRESIDENT VICE PRESIDENT
Title:_________________________________ Title:______________________________
American International Life Assurance Insurance Agency (if different
Company of New York than Dealer):
- -----------------------------------
/S/ /S/
By:___________________________________ By: ________________________________
VICE PRESIDENT VICE PRESIDENT
Title:_________________________________ Title:______________________________
AIG Equity Sales Corp.
/S/
By:___________________________________
VICE PRESIDENT
Title:__________________________________
EXHIBIT 3(d)
Distribution Agreement between American International Life Assurance
Company of New York, AIG Life Insurance Company and Alliance Fund
Distributors, dated June 11, 1991
<PAGE>
AGREEMENT
THIS AGREEMENT is between American International Fund Distributors, Inc.
("AIFD"), a New York corporation and Alliance Fund Distributors, Inc.
(hereinafter referred to as "DISTRIBUTOR"), A New York corporation, effective
June 11, 1991.
WITNESSETH:
WHEREAS, AIFD is the duly authorized distributor of certain variable
annuity contracts and variable life insurance policies (hereinafter collectively
referred to as "Variable Insurance Products") issued by AIG Life Insurance
Company and American International Life Assurance Company of New York
(hereinafter collectively referred to as "Companies"), such policies being
described on Exhibit A which is attached hereto and incorporated herein; and
WHEREAS, DISTRIBUTOR is licensed as an insurance agent or agency in the
jurisdictions requiring such licensing; and
WHEREAS, DISTRIBUTOR or an affiliated company is registered as a
broker-dealer with the Securities and Exchange Commission (the "SEC") under the
Securities and Exchange Act of 1934, as amended (the "1934 Act"), is a member of
the National Association of Securities Dealers Inc., (the "NASD"), and is
registered as a broker-dealer with any other governmental entity or jurisdiction
requiring such registration; and
WHEREAS, AIFD and DISTRIBUTOR desire to establish an arrangement whereby
DISTRIBUTOR will recommend to AIFD certain business firms to become general
agents of Companies for the sale of the Variable Insurance Products ("General
Agents");
NOW, THEREFORE, in consideration of the premises and the mutual covenants
and undertakings herein set forth, the parties hereby agree as follows:
A. APPOINTMENT
AIFD hereby appoints DISTRIBUTOR as its agent to represent AIFD in all
states in which the Companies are licensed. Nothing in this Agreement shall
prevent AIFD from contracting with other distributors, general agents or itself
for its Variable Insurance Products. Nothing in this Agreement shall prevent
DISTRIBUTOR from contracting with other insurers to sell variable insurance
products not covered by this Agreement.
B. AUTHORITY AND RESPONSIBILITY
1. DISTRIBUTOR is authorized to contact business firms to become General
Agents for the sale of the Variable Insurance Products. DISTRIBUTOR
shall only contact those business firms which possess the requisite
licenses and registrations in those jurisdictions in which AIFD has
notified DISTRIBUTOR in writing that such products are registered or
qualified for sale.
2. DISTRIBUTOR shall recommend that such business firms as described
above which desire to become General Agents be contracted with AIFD in
accordance with AIFD's procedures for such transactions. AIFD shall
have the right to reject any such recommendation, but shall not do so
arbitrarily or unreasonably. AIFD shall have the responsibility for
and bear the cost of (i) executing appropriate contracts with the
business firms recommended by DISTRIBUTOR and (ii) appointing such
business firms as insurance agents of Companies in those jurisdictions
where such business firms possess insurance licenses. AIFD shall have
no responsibility for, nor bear the cost of, any registration of
General Agents with the SEC or the NASD.
3. DISTRIBUTOR shall recruit, help in the appointment procedure of, and
familiarize representatives and agents of General Agents (hereinafter
collectively referred to as "Representative"), with respect to the
Variable Insurance Products as described on Exhibit A, as may be
reasonably acceptable to AIFD.
4. AIFD shall have the responsibility for and bear the cost of
appointment (including any special insurance appointments required to
sell the Variable Insurance Products) of Representatives as insurance
agents. AIFD shall have the right to reject any such appointment, but
shall not do so arbitrarily nor unreasonably. Neither party shall have
responsibility for, nor bear the cost of, any registration of
Representatives with the SEC or the NASD.
5. DISTRIBUTOR shall instruct all its associated persons (as that term is
defined in the 1934 Act), employees and assigns in the proper method
of solicitation, sale and delivery of Variable Insurance Products for
the purpose of complying on a continuous basis with the NASD Rules of
Fair Practice and with federal and state securities and insurance law
requirements applicable in connection with the offering and sale of
the Variable Insurance Products and for the purpose of complying with
AIFD's procedures which have been established for such solicitation,
sale and delivery. DISTRIBUTOR shall instruct all General Agents and
Representatives to have any purchase payments together with all
applications and related information in accordance with procedures
established by AIFD.
6. AIFD shall be responsible for and bear the cost of administration of
the Variable Insurance Products following their purchase including all
policyholder service and communication activities, but DISTRIBUTOR
shall be responsible for answering inquiries from General Agents and
Representatives regarding the investment performance of the Variable
Insurance Products. Nothing herein, however, shall be deemed to
prohibit AIFD of the Companies from utilizing the administrative
services of an administrative service organization to perform any or
all of such administrative activities.
7. AIFD shall furnish DISTRIBUTOR with such administrative forms and
printed material deemed necessary by AIFD pursuant to the authority
granted by this Agreement. Copies of any sales literature developed by
DISTRIBUTOR in connection with this Agreement will be provided to AIFD
for its approval in light of applicable insurance laws and regulations
of the States governing such literature and for filing with the States
or the NASD as required. DISTRIBUTOR will use and authorize the use of
sales material in any State only if such material has been reviewed
and approved in writing by AIFD or Companies in accordance with
procedures established from time to time and such approval has not
been withdrawn. DISTRIBUTOR will not use or authorize the use of any
prospectuses which are not currently effective.
8. AIFD shall furnish DISTRIBUTOR with a list of the Variable Insurance
Products which may be sold in each jurisdiction. It is understood by
DISTRIBUTOR that the Companies each reserve the right in any
jurisdiction to withdraw for future issuance any of the Variable
Insurance Products, to suspend or discontinue writing this class of
business or to suspend or discontinue writing all business.
9. DISTRIBUTOR shall be responsible for the determination of the need for
and the maintenance of any applicable licenses, certifications or
permits for itself and/or its employees pursuant to any federal, state
or local law, rule or regulation.
C. REPRESENTATIONS AND WARRANTIES OF DISTRIBUTOR
DISTRIBUTOR hereby represents and warrants that:
1. It shall be duly registered, licensed, or otherwise qualified under
the insurance laws of any state or other jurisdiction to the extent
necessary to perform its responsibilities hereunder. Additionally,
DISTRIBUTOR or an affiliated company is a duly registered broker-dealer
under the 1934 Act and is a member in good standing of the NASD.
2. It has taken all actions necessary to authorize the execution,
delivery and performance of this Agreement and all transactions
contemplated hereunder.
D. COMPENSATION OF DISTRIBUTOR
1. DISTRIBUTOR shall receive compensation for its efforts as specified on
Exhibit B, which is attached hereto and incorporated herein.
2. In the event an application or purchase payment is rejected by AIFD or
Companies or if a purchase payment is refunded to a purchaser and
DISTRIBUTOR has received compensation on the amount so rejected or
refunded, DISTRIBUTOR shall promptly repay such compensation to AIFD.
3. (a) If within 1 year of the date of issue of a Variable Insurance
Product sold by a General Agent recommended by DISTRIBUTOR, such
Product is surrendered or terminated for any reason excluding
death or if any full withdrawal is made if DISTRIBUTOR has
received compensation with respect to such Variable Insurance
Product pursuant to this Agreement, DISTRIBUTOR shall promptly
repay all of such compensation to AIFD if the surrender,
termination or full withdrawal occurs within 6 months from the
date of issue, and one-half of such compensation if the
surrender, termination or full withdrawal occurs on or after 6
months from the date of issue but before the end of 1 year from
the date of issue.
(b) If, during the first 6 months after the date of issue, a partial
withdrawal is made from a Variable Insurance Product sold by a
General Agent recommended by DISTRIBUTOR and if DISTRIBUTOR has
received compensation with respect to such Variable Insurance
Product pursuant to this Agreement, DISTRIBUTOR shall promptly
repay the proportionate amount of such compensation. The
proportionate amount of the compensation due shall equal the
quotient of (a) divided by (b) where: (a) is the amount of the
partial withdrawal and (b) is the initial premium of the Variable
Insurance Product. If, however, such partial withdrawal should
occur on or after 6 months from the date of issue but before the
end of 1 year from the date of issue, DISTRIBUTOR shall repay
one-half of such quotient. DISTRIBUTOR, however, shall not repay
any amounts in excess of the compensation if received with
respect to such Variable Insurance Product.
(c) If such repayment is not promptly made, AIFD may, at is option,
deduct such amount from any future payments due DISTRIBUTOR or
may otherwise institute proceedings to recover such amounts. The
provision of this Section D.3. shall survive the termination of
this Agreement.
4. All compensation payable hereunder is subject to AIFD's absolute
right to apply such compensation to all obligations of
DISTRIBUTOR to AIFD or Companies under the terms of this
Agreement, both during its term and following its termination.
5. AIFD reserves the right to revise compensation payable on
Variable Insurance Products issued, renewed, converted, or
exchanged in the future by giving written notice to DISTRIBUTOR
to such effect, effective 30 days after delivery of such notice
to DISTRIBUTOR. If, however, there are changes in any federal,
state or local law, rule or regulation or if any regulation or if
any regulatory agency having jurisdiction over AIFD or Companies
takes a position which affects the compensation payable on
Variable Insurance Products, then AIFD reserves the right to
revise such compensation, such revision to be effective
immediately upon delivery of such notice to DISTRIBUTOR.
E. ADDITIONAL PARTY TO THIS AGREEMENT
In the event DISTRIBUTOR is not itself a broker-dealer registered as such
with the SEC, but utilizes an affiliated entity to satisfy broker-dealer
requirements pursuant to permission granted by no-action letters issued by
the SEC, such affiliated broker-dealer shall countersign this Agreement and
shall be duly bound hereby.
F. INDEMNIFICATION
1. DISTRIBUTOR shall indemnify and hold harmless AIFD, its ultimate
parent corporation, the subsidiaries of such parent and the
directors, officers, and other employees and agents of each of
them from and against any and all claims, units, proceedings,
liabilities, losses, damages, costs, and expenses whatsoever,
including reasonable attorney's fees, arising from or in
connection with any claim, complaint, action, proceeding,
counterclaim or offset relating to (1) any act or omission or any
negligence or intentional misconduct by DISTRIBUTOR, any
affiliated broker-dealer, their directors, officers, employees or
assigns in connection with this Agreement or (2) the failure of
DISTRIBUTOR to comply with the terms of this Agreement.
2. AIFD shall indemnify and hold harmless DISTRIBUTOR, its ultimate
parent corporation, the subsidiaries of such parent and the
directors, officers, and other employees and agents of each them
from and against any and all claims, suits, proceedings,
liabilities, losses, costs, and expenses whatsoever, including
reasonable attorney's fees, arising from or in connection with
any claim, complaint, action, proceeding, counterclaim or offset
relating to (1) any act or omisssion or any negligence or
intentional misconduct by AIFD, its employees or assigns in
connection with this Agreement or (2) the failure of AIFD to
comply with the terms of this Agreement.
3. With respect to any demand or proceeding involving a matter
against which one party ("Indemnitee") is indemnified by the
other party ("Indemnitor") under this Section F, the Indemnitor
shall be solely responsible, at is sole expense, for litigating,
defending, or otherwise attempting to resolve such demand or
proceeding, and the Indemnitee shall fully cooperate with the
Indemnitor in its efforts to litigate, defend, or otherwise
attempt to resolve such demand or proceeding, and, at the
Indemnitee's own expense, the Indemnitee shall have the right to
participate therein through counsel of its own choice.
Within 15 days after the Indemnitee receives written documents
pertaining to the demand or proceeding underlying any indemnification
matter, or within such shorter period of time as may be necessary
under the circumstances to avoid prejudice to the Indemnitors rights,
the Indemnitee shall give proper notice to the Indemnitor of the
nature of such matter and shall deliver to the Indemnitor copies of
all such written documents.
4. Except as specifically provided in this Agreement, neither party
nor any affiliated company of either party will have the
responsibility to pay or reimburse the other party for any fines,
penalties, or legal or other expenses incurred in connection with
or as a result of their performance under this Agreement.
5. The provision of this Section F shall survive termination of this
Agreement.
G. TERM OF AGREEMENT
1. Effective Date
This Agreement shall be effective on the date first written
above.
2. Termination
This Agreement may be terminated:
(a) at any time without cause upon sixty (60) days written
notice by either party to the other;
(b) immediately by either party
(i) upon the dissolution of the other party or in the event
that the other party shall become unable to pay its
debts as they mature or shall file a voluntary petition
in bankruptcy or seek reorganization or to effect a
plan or other arrangement with creditors, or shall file
an answer admitting the jurisdiction of the court and
the material allegations of any involuntary petition
filed pursuant to any Act of Congress relating to the
bankruptcy or shall make a general assignment for the
benefit of creditors, or shall apply for a consent to
the appointment of any receiver or trustee for all or a
substantial part of the property of the other party and
such receivers or trustee shall be appointed and shall
not be discharged within 60 days after the date of such
appointment;
(ii) if any federal, state or local governmental or
regulatory body institutes formal adverse proceedings
against the other party, provided that DISTRIBUTOR or
AIFD in its sole discretion determines that such
proceedings shall have a material adverse impact on the
other party's ability to perform under this Agreement;
or
(iii)upon the other party's breach of any material
obligations arising under the terms of this Agreement.
3. At the option of AIFD, in the event this Agreement between
DISTRIBUTOR and AIFD is terminated for any reason, AIFD may elect
to keep in full force and effect any General Agency Agreements
with AIFD previously executed in accordance with this Agreement.
Once this Agreement has terminated, no compensation shall be
payable to DISTRIBUTOR for Variable Insurance Products sold by
General Agent's recommended by DISTRIBUTOR and contracted as such
by AIFD, unless a policyholder's coverage under such Products has
become effective prior to the termination date.
2. In the event this Agreement is terminated, the parties will
undertake whatever actions may be necessary to protect AIFD's and
Companies' responsibility to policyholders as required by
applicable state or federal law or regulation. While this
Agreement is in effect and following its termination, DISTRIBUTOR
will not take any action, directly or indirectly, to cause such
policyholders to surrender, exchange or terminate any Variable
Insurance Product sold pursuant to the terms of this Agreement
unless otherwise agreed to by AIFD or Companies.
E. GENERAL
1. Modification or Amendment
This Agreement can only be modified by a written agreement duly
signed by the persons authorized to sign agreements on behalf of the
parties. Variance from the terms or conditions of this Agreement or
any order or other written notification will be of no effect.
2. Relationship
Each of the parties will act as an independent contractor under
the terms of this Agreement and other than where an agency
relationship has been established for insurance agency purposes,
neither is now, or in the future, an agent or a legal representative
of the other for any purpose. Neither party has any right or authority
to supervise or control the activities of the other party's employees
in connection with the performance of this Agreement or to assign or
create any application of any kind, express or implied, on behalf of
the other party or to bind it in any way, to accept any service of
process upon it or to receive any notice of any nature whatsoever on
its behalf.
3. Records and Written Material
AIFD and DISTRIBUTOR shall cause to be maintained and preserved
for the periods prescribed such accounts, books and other documents
relative to the Variable Insurance Products as are required of it by
any applicable laws and regulations. AIFD and DISTRIBUTOR shall cause
the other party or any affiliated company to be furnished with such
reports as the other may reasonably request.
DISTRIBUTOR and AIFD shall each maintain facilities and
procedures for the safekeeping of all books, accounts, records, filed
and other materials relative to this Agreement. Such books, accounts,
records, files and other materials shall remain confidential and shall
not be voluntarily disclosed to any other person or entity unless
DISTRIBUTOR, AIFD or the Companies respectively shall have agreed in
advance to such disclosures.
All records, applications, literature, and printed material
supplied by AIFD, will remain the exclusive property of AIFD subject
to the direction and control of AIFD. Upon termination of this
Agreement, all such property in DISTRIBUTOR'S or Representative's
possession will, at AIFD's request, be promptly either returned to
AIFD at AIFD's expense or be destroyed. The provisions of this section
H.3. shall survive termination of this Agreement.
4. Audit
(a) Upon reasonable notice to DISTRIBUTOR and at reasonable
times, DISTRIBUTOR hereby grants to AIFD and its
representatives the right and power to inspect, check, make
extracts from, or audit each of their books and records as
it relates to this Agreement for the purpose of verifying
adherence to each of the provisions of this Agreement,
provided that such inspection, check, examination or audit
will not unreasonably interfere with the normal course of
business of DISTRIBUTOR.
(b) Upon reasonable notice to AIFD and at reasonable times, AIFD
hereby grants to DISTRIBUTOR and its representatives the
right and power to inspect, check, make extracts from, and
audit each of their books and records as it related to this
Agreement for the purpose of verifying adherence to each of
the provisions of this Agreement, provided that such
inspection, check, examination, or audit will not
unreasonably interfere with the normal course of business of
AIFD.
5. Separablity
If any provision or provisions of this Agreement shall be held to
be invalid, illegal or unenforceable, the validity, legality, and
enforceability of the remaining provisions shall not in any way be
affected or impaired thereby.
6. Assignment
This Agreement and the rights, duties and obligations of the
parties hereto shall not be assignable by either party hereto without
the prior consent of the other, and any purported assignment shall be
void, except that AIFD may assign any of its rights or obligations
under this Agreement to its parent corporation or to an affiliated
company without being released thereby.
7. Waiver
No waiver by either party of any default by the other in the
performance of any promise, term or condition of this Agreement shall
be construed to be a waiver by such party of any other or subsequent
default in performance of the same or any other or subsequent default
in performance of the same or any other covenant, promise, term or
condition hereof. No prior transactions or dealings between the
parties shall be deemed to establish any custom or usage waiving or
modifying any provision hereof.
8. Acts Beyond The Control Of the Parties
No liability shall result to either party, nor shall either party
be deemed to be in default hereunder, as a result of delay in its
performance or from its nonperformance hereunder caused by
circumstances beyond its control, including but not limited to: act of
God, act of war, riot, epidemic, fire, flood or other disaster, or act
of government. Nevertheless, the party shall be required to be
diligent in attempting to remove such cause or causes.
9. Governing Law
This Agreement shall be governed by and interpreted in accordance
with the laws of the State of New York.
10. Captions
Captions contained in this Agreement are for reference purposes
only and do not constitute part of this Agreement.
11. Notice
All notices which are required to be given or submitted pursuant
to this Agreement shall be in writing and shall be deemed given when
deposited with the United States Postal Service, postage prepaid,
registered or certified mail, return receipt requested, to the last
address of record of each party being notified which is maintained by
the other party in the ordinary course of business.
12. Notification of Claims
Each party hereto shall promptly notify the other in writing of
any claims, demands or actions having any bearing on this Agreement.
In the event such claim, demand or action is time sensitive and
affects a party to this Agreement, notice shall be given to the
affected party by either a nationally recognized overnight courier or
by facsimile transmission.
13. Name, Logo, Trademark, Service Mark or Symbol
Neither AIFD nor DISTRIBUTOR will use the other's name nor any
other name, logo, trademark, service mark or symbol that is now or may
hereafter be owned by the other party, a parent or an affiliate or
subsidiary thereof, except in the manner and to the extent that the
other party may specifically authorize in writing. Upon termination of
this Agreement, each party will immediately discontinue the use of
such name, logo, trademark, service mark, or symbol belonging to the
other party, parent, affiliate or subsidiary thereof.
14. Performance in Accordance With Law
Each party agrees to perform its obligations hereunder in
accordance with all applicable laws, rules and regulations now or
hereafter in effect.
15. Binding Agreement
This Agreement shall be binding upon and insure to the benefit of
the parties hereto, their successors and permitted assigns.
IN WITNESS WHEREOF, the parties have executed this Agreement at New
York on June 11, 1991.
AMERICAN INTERNATIONAL FUND DISTRIBUTORS, INC.
By:/s/Kenneth F. Judkowitz
Kenneth F. Judkowitz, Vice President
Name and Title
ALLIANCE FUND DISTRIBUTORS, INC.
By: /s/ Robert L. Errico
Robert L. Errico, President
Name and Title
Countersigned by:
AIG LIFE INSURANCE COMPANY
AMERICAN INTERNATIONAL LIFE ASSURANCE
COMPANY OF NEW YORK
By: /s/Raymond T. Chen
Raymond T. Chen, Vice President
Name and Title
<PAGE>
Exhibit A
Variable Insurance Products
AIG Life Insurance Company Variable Annuity Contract Form No.
45648-4/87 and its state variations funded by Alliance Variable
Products Series Fund, Inc.
American International Life Assurance Company of New York Variable
Annuity Contract Form No. 45649-4/87 and its state variations funded
by Alliance Variable Products Series Fund, Inc.
AIG Life Insurance Company Variable Life Insurance Policy Form No.
45652-4/87 and its state variations funded by Alliance Variable
Products Series Fund, Inc.
American International Life Assurance Company of New York Variable
Life Insurance Policy Form No. 45653-4/87 and its state variations
funded by Alliance Variable Product Series Fund, Inc.
<PAGE>
Exhibit B
Compensation
Amount of Compensation: 1.5% of premium accepted by Companies on Variable
Insurance Products sold on a single premium basis by General Agents recommended
by DISTRIBUTOR and contracted as such by AIFD.
EXHIBIT 3(e)
Buy Sell Agreement between American International Life Assurance
Company of New York and Alliance Variable Products Series Fund and
Alliance Capital Management, L.P., dated June 11, 1991
<PAGE>
BUY-SELL AGREEMENT
This AGREEMENT is made this 11th day of June, 1991 by and between American
International Life Assurance Company of New York (the "Insurance Company"), on
its own behalf and on behalf of Variable Account A (the "Variable Account"),
Alliance Variable Products Series Fund (the "Fund") and Alliance Capital
Management, L.P., ("Adviser").
WHEREAS, the Variable Account is registered as a unit investment trust
under the Investment Company Act of 1940 ("1940 Act") and it is intended that
certain variable annuity contracts ("Contracts") shall be funded by the Variable
Account; and
WHEREAS, the Fund is registered as an open-end diversified management
investment company under the 1940 Act and is currently authorized to issue 9
separate series of shares and to create additional series ("Portfolios") of
shares in the future; and
WHEREAS, Adviser is the Fund's investment manager pursuant to the terms of
an agreement between Adviser and the Fund, dated September 27, 1990,
("Management Agreement"); and
WHEREAS, it is the intention of the parties to this Agreement that the Fund
will serve as the sole funding vehicle for certain sub-accounts of the Variable
Account under the Contracts;
NOW THEREFORE, in consideration of the foregoing and of the premises and
the mutual covenants, conditions and agreements contained herein and for such
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties each intending to be legally bound hereby
mutually agree as follows:
1. Fund Shares. The Insurance Company agrees that the Fund will be the
sole funding vehicle for certain sub-accounts of the Variable Account.
The Fund agrees that it will sell shares of each Portfolio of the
Fund, redeem Fund shares and exchange such shares of any Portfolio for
shares of any other Portfolio, all in such amount as the Insurance
Company may from time to time direct and upon the terms set forth in
the Registration Statement of the Fund ("Registration Statement") as
declared effective by the Securities and Exchange Commission ("SEC")
and as it may be from time to time amended. The Fund further agrees
that on each day on which the net asset value of the shares of any
Portfolio of the Fund is required to be calculated pursuant to the
requirements of the 1940 Act, the Fund shall provide the Insurance
Company with the net asset value of such Portfolio(s) by 5:00 p.m.
(New York time). The Fund will also provide the Insurance Company with
daily reports of interest and dividend income and realized capital
gains and losses for each Portfolio. This information shall also be
provided by 5:00 p.m. (New York time) on each day on which such net
asset value is calculated. The Fund reserves the right to discontinue
sales of shares of any Portfolio of the Fund, subject to the written
consent of the Insurance Company, which consent shall not be
unreasonably withheld.
2. Representations and Warranties of the Fund and Adviser. The Fund and
Adviser and each of them hereby represent and warrant that:
A. The Fund is a corporation duly organized and validly existing
pursuant to the laws of the State of Maryland;
B. The Fund is duly registered as on open-end diversified management
investment company under the provisions of the 1940 Act and is in
compliance with the provisions thereof;
C. The Fund has the requisite corporate authority to execute the
delivery of this Agreement and has taken all steps necessary to
authorize the execution, delivery and performance of this
Agreement and the transactions contemplated hereunder;
D. This Agreement, when executed by or on behalf of the Fund, will
constitute the valid and binding obligation of the Fund and
Adviser, enforceable against each in accordance with its terms;
E. Fund shares to be sold pursuant to this Agreement have been
registered under the 1933 Act, are duly authorized and will be,
upon issuance, legally issued, fully paid and nonassessable;
F. The Fund will sell its shares in compliance with all applicable
federal and state laws;
G. A Registration Statement, including a prospectus and statement of
additional information, relating to the Fund and its shares has
been prepared and filed with the SEC in accordance with
applicable provisions of the Securities Act of 1933 ("1933 Act")
and the 1940 Act and has become effective; and
H. The Registration Statement, as currently in effect, does not
include any untrue statement of a material fact of omit to state
any material fact required to be stated therein or necessary to
make the statements therein not misleading.
3. Undertakings. The Fund and Advisor and each of them hereby state that:
A. Each of them will use its best efforts to ensure that the Fund
remains registered pursuant to the terms of the 1933 Act and the
1940 Act and that the Registration Statement will conform in all
respects to the requirements of the 1933 Act, the 1940 Act and
the rules and regulations of the SEC and that at no time will the
Registration Statement include an untrue statement of a material
fact or omit to state any material fact required to be stated
therein or necessary to make the statements therein not
misleading;
B. The Fund will, upon request, promptly furnish the Insurance
Company with copies of the Fund's Registration Statement and all
amendments and exhibits thereto and periodic reports filed with
the SEC under the 1940 Act;
C. The Fund will inform the Insurance Company in advance of all
regular and special meetings of the Fund's Board of Directors
(the "Board"). The Insurance Company may be present at such
meetings with permission of the Board and, upon reasonable
notice, make a presentation to the Board. Permission to attend
meetings or make a presentation shall not be unreasonably
withheld;
D. The Fund will promptly advise the Insurance Company of any
proposed amendment or supplement to the Registration Statement
and shall provide the Insurance Company with a copy of such
proposed amendment or supplement in advance of the filing of such
amendment or supplement with the SEC to permit its review unless
legal or regulatory requirements would make such review
impracticable;
E. The Fund will comply with the provisions of Sub-chapter M of the
Internal Revenue Code of 1986 ("Code");
F. The Fund will comply with the provisions of Section 817(h) of the
Code and any regulations thereunder, concerning diversification
of the assets of the Portfolios of the Fund, provided that the
Insurance Company will promptly advise the Fund of any changes in
such provisions after the date of the Agreement;
G. The Fund will comply with applicable state law concerning
permissible investments for separate accounts, provided that the
Insurance Company will notify the Fund of any changes in such
laws when the Insurance Company has been aware of such changes in
connection with the Contracts after the date of this Agreement;
and
H. The Fund will not adopt any plan under Rule 12b-1 of the 1940 Act
to finance distribution expenses unless such plan is presented to
and approved by the Board, a majority of the members of which are
not "interested persons" ("Disinterested Board Members") of the
Fund within the meaning of Section 2(a)(19) of the 1940 Act.
4. Representations and Warranties of the Insurance Company. The Insurance
Company represents and warrants that:
A. It is a corporation duly organized and validly existing pursuant
to the laws of the State of New York and is in good standing
under the law in all jurisdictions in which it conducts its
business;
B. It has legally and validly established the Variable Account;
C. The Variable Account is registered as a unit investment trust
under the 1940 Act;
D. It has the requisite corporate and legal authority to issue the
Contracts to be funded by the Variable Account.
E. It has the requisite corporate authority to execute and deliver
this Agreement and has taken all steps necessary to authorize the
execution, delivery and performance of this Agreement and the
transactions contemplated hereunder;
F. This Agreement, when executed by or on behalf of the Insurance
Company, will constitute the valid and binding obligation of the
Insurance Company, enforceable against it in accordance with its
terms;
G. A Registration Statement, including a prospectus and statement of
additional information, relating to the Contracts has been
prepared and filed with the SEC in accordance with applicable
provisions of the 1933 Act and the 1940 Act and has become
effective;
H. The Registration Statement as it became effective did not include
any untrue statement of a material fact of omit to state any
material fact required to be stated therein or necessary to make
the statements therein not misleading;
5. Undertakings of the Insurance Company. The Insurance Company states
that:
A. It will comply with applicable law, including state insurance
law, in connection with its obligations hereunder;
B. It will provide to purchasers of the Contracts ("Contract Owner")
voting privileges with respect to Fund shares attributable to the
variable annuity contracts of such Contract Owners. Pass-through
voting privileges will be calculated with reference to the number
of shares of the Fund attributable to a particular contract and
in a manner consistent with the rights of other participating
insurance companies. The Insurance Company will vote its own
shares and shares for which no instructions have been received in
the same proportion as instructions received for each Portfolio
within the Variable Account;
C. It will use its best efforts to ensure that the Registration
Statement will conform in all respects to the requirements of the
1933 Act and the rules and regulations of the SEC and that at no
time will the Registration Statement include an untrue statement
of a material fact or omit to state any material fact required to
be stated therein or necessary to make the statements therein not
misleading;
D. It will, upon request, promptly furnish the Fund and Adviser with
copies of the Registration Statement for the Contract and all
amendments and exhibits thereto and periodic reports filed with
the SEC under the 1940 Act; and
E. It will not (i) give any information or make any representations
concerning the Fund or Adviser, its shares or operations except
those contained in the most recent Registration Statement
relating to the Fund and any supplements thereto or (ii) use any
sales literature or advertising which mentions the Fund or
Adviser (including brochures, letters, illustrations and other
similar materials, whether transmitted directly to potential
applicants or published in print or audio-visual media), except
in either case as the Fund or Adviser may authorize in writing in
advance.
6. Fees and Expenses. The Fund or Adviser shall bear the cost of (a)
registration and qualification of the Fund's shares; (b) preparation
and filing of the Fund's prospectus and registration statement, proxy
materials and reports; (c) preparation of all other statements and
notices relating to the Fund, as required by any federal or state law;
(d) all applicable fees, including without limitation, all fees due
under Rule 24f-2 under the 1940 Act relating to the Fund; all taxes on
the issuance or transfer of Fund's shares; and (e) all costs of
printing and distributing all copies of prospectuses, Statement of
Additional Information, proxy materials, and fund financial reports as
required by applicable state and federal law.
7. Indemnification.
A. The Fund and Adviser will indemnify and hold harmless the
Insurance Company and each of its directors and officers and the
Variable Account against any and all losses, claims, damages,
liabilities or expenses (including, without limitation, any
expenses reasonably incurred in investigating or defending
against any litigation commenced or threatened, or any claim) to
which the Insurance Company or the Variable Account may become
subject arising out of or based upon (i) any untrue statement or
alleged untrue statement of any material fact contained in the
Registration Statement or prospectus relating to the Fund and its
shares or any amendment or supplement thereto, or (ii) the
omission or alleged omission to state therein a material fact
required to be stated therein or necessary to make the statements
therein not misleading; provided, however, neither the Fund nor
Adviser shall be liable in any such case under (i) and (ii) above
to the extent that any such loss, claim, damage, liability or
expense arises out of or is based upon an untrue statement or
alleged untrue statement or omission or alleged omission made in
good faith reliance upon and in conformity with information
furnished by the Insurance Company or the Variable Account
specifically for use in the preparation thereof.
B. The Insurance Company will indemnify and hold harmless the Fund
and Adviser and each of its officers and directors against any
and all losses, claims, damages, liabilities, or expenses
(including without limitation, any expenses reasonably incurred
in investigating or defending against any litigation commenced or
threatened, or any claim) to which the Fund or Adviser become
subject arising out of or based upon (i) the Variable Account's
use of the Fund as its sole funding vehicle; provided, however,
the Insurance Company shall not be liable to the extent that any
such loss, claim, damage, liability or expense arises out of or
is based upon the Fund's failure to comply with the investment
policies and restrictions set forth in its Registration
Statement, or (ii) any untrue statement or alleged untrue
statement of a material fact contained in the Registration
Statement for the Contracts, or (iii) the omission or alleged
omission in such Registration Statement to state a material fact
required to be stated therein or necessary to make the statements
therein not misleading in light of the circumstances under which
they were made. Notwithstanding the foregoing, the Insurance
Company will not be liable under Subsections 7(B)(ii) and
7(B)(iii) hereof to the extent that any such loss, claim, damage,
liability or expense arises out of or is based upon an untrue
statement or alleged untrue statement or omission or alleged
omission made in good faith reliance upon and in conformity with
information furnished by the Fund or Adviser specifically for use
in the preparation thereof.
C. Promptly after receipt by an indemnified party under this Section
7 of notice of the commencement of any action, such indemnified
party will, if a claim in respect thereof is to be made against
the indemnifying party under this Section 7, notify the
indemnifying party of the commencement thereof; but the omission
so to notify the indemnifying party will not relieve it from
liability which it may have to any indemnified party otherwise
than under this Section 7. In case any such action is brought
against any indemnified party, and it notifies the indemnifying
party of the commencement thereof, the indemnifying party will be
entitled to participate therein and, to the extent that it may
wish, to assume the defense thereof, with counsel satisfactory to
such indemnified party, and after notice from the indemnifying
party to such indemnified party of this election to assume the
defense thereof, the indemnifying party will not be liable to
such indemnified party under this paragraph for any legal or
other expenses subsequently incurred by such indemnified party in
connection with the defense thereof other than reasonable costs
of investigation.
D. Except as specifically provided in this Agreement, in particular
this Section 7, the Insurance Company, the Fund and Adviser will
have no responsibility to pay or reimburse another person for any
fines, penalties or legal or other expenses incurred in
connection with or as a result of their performance of their
responsibilities under this Agreement.
8. Potential Conflicts.
A. The Insurance Company has reviewed a copy of an application for
exemptive relief, as amended, filed by the Fund on September 4,
1990 with the Securities and Exchange Commission and, in
particular, has reviewed the conditions to the requested relief
set forth therein. As set forth in such application, the
Insurance Company agrees to report any potential or existing
conflicts promptly to the Board, and in particular whenever
Contract Owner voting instructions are disregarded, and
recognizes that it will be responsible for assisting the Board in
carrying out is responsibilities under such application. The
Insurance Company agrees to carry out such responsibilities with
a view to the interests of existing Contract Owners.
B. If a majority of the Board, or a majority of Disinterested Board
Members, determine that a material irreconcilable conflict exists
with regard to Contract Owner investments in the Fund, the Board
shall give prompt notice to Insurance Company and all other
participating insurance companies. If the Board determines that
the Insurance Company is responsible for causing or creating said
conflict, the Insurance Company shall at its sole cost and
expense, and to the extent reasonably practicable (as determined
by a majority of the Disinterested Board Members), take such
action as is necessary to remedy or eliminate the irreconcilable
material conflict. Such necessary action may include, but shall
not be limited to: (i) withdrawing the assets allocable to the
Variable Account from the Fund and reinvesting such assets in a
different investment medium including another Portfolio of the
Fund, or submitting the question of whether such segregation
should be implemented to a vote of all affected Contract Owners;
and/or (ii) establishing a new registered management investment
company.
C. If a material irreconcilable conflict arises as a result of a
decision by the Insurance Company to disregard Contract Owner
voting instructions and said decision represents a minority
position or would preclude a majority vote by all Contract Owners
having an interest in the Fund, the Insurance Company may be
required, at the Board's election, to withdraw the Variable
Account's investment in the Fund. The responsibility to take
remedial action in the event of a Board determination of a
material irreconcilable conflict and to bear the cost of such
remedial action will be carried out with a view only to the
interests of the contract owners.
D. For the purpose of this Section, a majority of the Disinterested
Board Members shall determine whether or not any proposed action
adequately remedies any irreconcilable material conflict, but in
no event will the Fund be required to bear the expense of
establishing a new funding medium for any Contract. The Insurance
Company shall not be required by this section to establish a new
funding medium for any Contract if an offer to do so has been
declined by vote of majority of the Contract Owners materially
adversely affected by the irreconcilable material conflict.
E. The Insurance Company and the Adviser will report any potential
or existing conflicts to the Board of Directors. The Insurance
Company and Adviser will provide the Board with all information
reasonably necessary for the Board to consider any issue raised.
9. Term of Agreement. This Agreement shall continue in full force and
effect from the effective date of this Agreement, subject to
termination at will by any party hereto upon 6 months prior written
notice to the other party unless terminated upon less than 6 months
notice for such reasons as set forth in Section 10 below.
10. Termination. This Agreement shall terminate immediately:
A. At the option of the Insurance Company upon a final adverse
decision in formal proceedings against the Fund or Advisor by the
National Association of Securities Dealers, Inc. ("NASD"), the
SEC, any state securities or insurance department or any other
regulatory body, provided such decision has a material impact on
the ability of any of the parties to continue to perform their
respective duties under this Agreement;
B. At the option of the Fund upon a final adverse decision in formal
proceedings against the Insurance Company or an affiliate by the
NASD, the SEC, any state securities or insurance department or
any other regulatory body, provided such decision has a material
impact on the ability of any of the parties to continue to
perform their respective duties under this Agreement;
C. With respect to a particular sub-account of the Variable Account,
upon the issuance of an exemptive order under the 1940 Act
necessary to permit the substitution of the shares of another
investment company for the corresponding Portfolio shares of the
Fund, which serves as the funding vehicle for such sub-account,
provided that the Insurance Company shall notify the fund at the
time such exemptive order is requested. This Agreement may be
terminated immediately at the option of the Fund if such
substitution is made and the investment manager is a party other
than (i) Adviser or (ii) an affiliate of Insurance Company. The
Insurance Company will provide the Fund a copy of the exemptive
application seeking such an order no later than 5 days after the
application to permit substitution is filed with the SEC; or
D. If such action is requested by law or by regulatory authorities
having jurisdiction or is, in the discretion of the Board of
Directors acting in good faith and in light of their fiduciary
duties under applicable federal and state laws, necessary in the
best interests of the shareholders of the Fund.
11. Effect of Termination of Buy-Sell Agreement.
A. Notwithstanding any termination of this Agreement, the Fund
shall, at the option of the Insurance Company, continue to make
available additional shares of the Fund pursuant to the terms and
conditions of this Agreement for all Contracts in effect on the
effective date of termination of this Agreement (hereinafter
referred to as "Existing Contracts"), provided that the Insurance
Company shall obtain a complete substitution order within a
reasonable time. Specifically, without limitation, the owners of
the Existing Contracts shall be permitted to reallocate
investments in the Fund, redeem investments in the Fund and/or
invest in the Fund upon the making of any additional purchase
payments permitted under the Existing Contracts.
B. Notwithstanding termination of this Agreement, and regardless of
the cause or reason for such termination, the provisions of
Section 7 (Indemnification) shall survive and be binding upon
Adviser or the Insurance Company for a period of ten years
following such termination and upon the Fund for a period of ten
years following such termination or its deregistration as an
investment company under the 1940 Act, whichever comes first.
12. Effect of Termination of Management Agreement. In the event that
Adviser shall cease to serve as the Fund's investment manager, the
obligations of Adviser hereunder shall terminate, provided only that
any liability for action taken by Adviser in accordance with its
obligations hereunder during the period that Adviser served as
investment manager, shall survive such termination.
13. Assignment. This Agreement and the rights, duties and obligations of
the parties hereto shall not be assignable by either party except that
the Insurance Company may assign any of its rights or obligations
under this Agreement to its parent corporation or to an affiliated
company.
14. Name, Logo, Trademark, Service Mark or Symbol. Neither the Insurance
company, the Fund nor Adviser will use the other's name nor any other
name, logo, trademark, service mark nor symbol that is now or may
hereafter by owned by the other party, a parent or an affiliate or
subsidiary thereof, except in the manner and to the extent that the
other party may specifically authorize in writing. Upon termination of
this Agreement, each party will immediately discontinue the use of
such name, logo, trademark, service mark, or symbol belonging to the
other party, parent, affiliate or subsidiary thereof.
15. Miscellaneous. The terms and conditions of this Agreement shall be
interpreted and construed in accordance with the provisions of the
federal securities laws and rules and regulations thereunder and the
laws of the State of New York. The Fund shall immediately notify the
Insurance Company of the issuance by any regulatory body of any stop
order with respect to the Fund's Registration Statement or the
initiation of any proceeding relating to the offer or sale of shares
of the Fund in any state or jurisdiction. The Insurance Company shall
immediately notify the Fund and Adviser of the issuance by any
regulatory body of any stop order with respect to the Registration
Statement for the Contracts or the initiation of any proceeding
relating to the offer or sale of the Contracts in any state or
jurisdiction. The Insurance Company, the Fund and Adviser agree that
they shall submit to all regulatory and administrative bodies having
jurisdiction over the Fund, the Variable Account, Adviser and the
Insurance Company or their agents, present or future, any information,
reports or other material which any such body by reason of this
Agreement may legally require pursuant to applicable laws or
regulations.
16. Severability. If any provisions of this Agreement shall be held or
made invalid by a court decision, statute, rule or otherwise, the
remainder of this Agreement shall not be affected thereby.
17. Notices. Any notice required under this Agreement shall be deemed to
have been given to the Insurance Company and the Variable Account if
mailed to One Alico Plaza, Wilmington, Delaware 19899, Attention:
General Counsel, and notice is deemed given to the Fund and Adviser if
mailed to Alliance Capital Management Corporation, 1345 Avenue of the
Americas, New York, New York 10105, Attention: General Counsel or at
such other address furnished to the other party pursuant hereto.
18. Headings. The descriptive headings of this Agreement are for
convenience only and shall not control or affect the meaning or
construction of any provision of this Agreement.
19. Waivers. The waiver by any party of a breach by any other party of any
of the provisions of this Agreement shall not operate or be deemed as
a waiver or any other provision of this Agreement or of any subsequent
breach thereof by any party.
20. Counterparts. This Agreement may be executed in any number of
counterparts and by the different parties hereto each of which shall
be deemed to be an original and all of which, when so executed and
delivered by the parties, taken together shall constitute one and the
same instrument.
21. Entire Agreement. This Agreement constitutes the entire agreement
between the parties hereto and may not be modified except in a written
instrument executed by all parties hereto.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the day and year first above written.
Date: June 11,1991
Attest: American International Life Assurance
Company of New York,
______________________________ on its own behalf and on behalf
of Variable Account A
/s/ Raymond T. Chen
By: ____________________________
Raymond T. Chen
Vice President
Its:____________________________
Attest: Alliance Variable Products
/s/ George O. Martinez
_____________________________ Series Fund, Inc.
/s/ David H. Dievler
By: ____________________________
David H. Dievler
Chairman and President
Its: ____________________________
Attest: Alliance Capital Management, L.P.
/s/ George O. Martinez /s/ John D. Carifa
_____________________________ By:_____________________________
John D. Carifa
Executive Vice President
Its:____________________________
EXHIBIT 4(a)
Form of Individual Variable Annuity Single Purchase Payment Policy
(45649 - 4/87)
<PAGE>
American International Life Assurance
Company of New York
80 Pine Street
New York, New York 10270
A capital stock company
This is an Individual Variable Annuity Policy.
If this contract is in force, we will make annuity payments to the Annuitant
starting on the Annuity Date, or, if the Annuitant (or Contract Owner, as
applicable) dies before the Annuity Date, we will pay a death benefit to the
Beneficiary. We will make such payment subject to the terms of this contract.
Right to Examine The Policy - Free Look Period. You may return this contract
within 10 days after you receive it by delivering or mailing it to our Office.
The return of this contract by mail will be effective when the postmark is
affixed to a properly addressed and postage prepaid envelope. We will refund the
Purchase Payment less any partial withdrawals.
This document is a legal contract between you and us.
READ THIS CONTRACT CAREFULLY
Signed for the Company
s/Maureen P. Tully /s/A.
Secretary President
Individual Variable Annuity
Single Payment
Deferred Income Payments
Nonparticipating - No Dividends
Annuity payments will not decrease as long as the investment return of the
separate account assets equals or exceeds 6.25% on an annual basis. (Exclusive
of the administrative charge described on the contract specifications page of
this contract.)
Annuity payments and other values provided by this contract, when based on the
investment experience of a separate account, are variable and are not guaranteed
as to dollar amount. This is explained further on page 7.
<PAGE>
<TABLE>
Table of Contents
<S> <C> <S> <C>
Contract Specifications 3 The Variable Account 6
General 6
Introduction 4 Investments in the Variable Account 6
Valuation of Assets 6
Definitions 4 Method of Determining Contract Values 7
Accumulation Period 4 Valuation Date 7
Accumulation Unit 4 Valuation Period 7
Age 4 Transfers of Contract Values 7
Annuitant 4
Annuity Date 4 Contract Benefits 8
Annuity Unit 4 General 8
Beneficiary 4 Partial Withdrawal 8
Contingent Owner 4 Total Withdrawal 8
Contract Anniversary 4 Payment of Withdrawals 8
Contract Owner 4 Death Benefit 8
Contract Value 4 Death of Owner 9
Contract Year 4 Annuity Benefits 9
Date of Issue 4 Annuity Date 9
Deferred Sales Charge 4
General Account 4 Contract Charges 9
Office 4 Variable Account Mortality and Expense
Variable Account 4 Risk Charge 9
We, Us, Our 4 Administrative Charge 9
You, Your 4 Deferred Sales Charge 9
General Provisions 5 Annuity Provisions 10
Purchase Payments 5 General 10
Contract 5 Fixed Annuity Payments 11
Modifications and Authority 5 Variable Annuity Payment Values 11
Ownership 5 Net Investment Factor 11
Change of Owner or Beneficiary 5 Mortality and Expense Guarantee 11
Assignment 5 Variable Annuity Transfers 12
Incontestability 5 Option 1 - Life Income 12
Non-Participation in Surplus 5 Option 2 - Life Income with 10 Years of
Misstatement of Age or Sex 5 Payments Guaranteed 12
Evidence of Survival 5 Option 3 - Joint and Last Survivor Income 12
Taxes 6
Protection of Proceeds 6
Delay of Payments 6
Reports 6
</TABLE>
<PAGE>
Introduction. During the Accumulation Period, this contract allows you to invest
in the Variable Account. Your Contract values will fluctuate according to the
investment performance of the Eligible Mutual Funds, or Portfolios thereof,
which you choose.
After the Annuity Date, you may choose to receive annuity payments which are
fixed, or which are based on the Variable Account, or a combination of the two.
If you elect annuity payments which are based on the Variable Account, the
amount of the payments will be variable.
- --------------------------------------------------------------------------------
DEFINITIONS
<PAGE>
ACCUMULATION PERIOD - The period prior to the Annuity Date.
ACCUMULATION UNIT - Accounting unit of measure used to calculate the Contract
Value prior to the Annuity Date.
AGE - Age means age last birthday.
ANNUITANT - The person above whose continuation of life any annuity payment
involving life contingencies depends. The Annuitant is named in the application.
ANNUITY DATE - The date on which annuity payments are to begin.
ANNUITY UNIT - Accounting unit of measure used to calculate variable annuity
payments.
BENEFICIARY - The person or persons who will receive any benefit upon the death
of the Annuitant (or Contract Owner, as applicable) prior to the Annuity Date.
The Beneficiary will be: the primary beneficiary if alive on the date of death;
otherwise the contingent beneficiary if alive on the date of death; otherwise
you or your estate. If you designate more than one person as primary or
contingent survivors will receive equal shares. The primary and contingent
beneficiaries, if any, are named in the application. They may be changed as
provided on page 5.
CONTINGENT OWNER - The Contingent Owner, if any, must be the spouse of the
Contract Owner as named in the application, unless changed.
CONTRACT ANNIVERSARY - The same month and date as the Date of Issue in each
subsequent year of this contract.
CONTRACT OWNER - The person who may exercise all the rights of the Contract.
CONTRACT VALUE - The value as of all amounts accumulated under this Contract.
CONTRACT YEAR - Any period of twelve (12) months commencing with the Date of
Issue and each Contract Anniversary thereafter.
DATE OF ISSUE - The date shown on page 3, which is when your purchase payment
was invested.
DEFERRED SALES CHARGE - The sales charge that may be applied against amounts
withdrawn prior to the Annuity Date.
GENERAL ACCOUNT - All of our assets other than the assets of the Variable
Account and any other separate accounts we maintain.
OFFICE - Our administrative office, which is shown on page 3.
VARIABLE ACCOUNT - A separate investment account of ours into which the Purchase
Payment may be allocated. It is designated on page 3.
WE, OUR, US - American International Life Assurance Company of New York.
YOU, YOUR - The person having all rights under this Contract is the Contract
Owner. The Contract Owner is named in the application. The Contract Owner may be
changed as provided on page 5. During the lifetime of the Annuitant and prior to
the Annuity Date, the Contract Owner shall be the person so designated in the
application, unless changed. On and after the Annuity Date, the Annuitant shall
be the Contract Owner, unless otherwise provided for. On and after the death of
the Annuitant, the beneficiary shall be Contract Owner. On and after the death
of the Contract Owner, the beneficiary shall be the Contract Owner unless a
Contingent Owner has been designated, in which case the Contingent Owner shall
be the Contract Owner.
<PAGE>
- -------------------------------------------------------------------------------
GENERAL PROVISIONS
PURCHASE PAYMENTS - The purchase payment is due on the Date of Issue. We reserve
the right to reject any application or purchase payment. The purchase payment
must be paid at our Office in United States currency, and must meet the minimum
purchase payment amount shown on page 3.
Provided that the Contract Value does not go to zero, this contract will stay in
force until the Annuity Date.
CONTRACT - The entire contract is made up of:
(1) this document;
(2) the application, a copy of which is attached to this document.
MODIFICATION AND AUTHORITY - Only our President, Vice-President, Registrar, or
Secretary may agree to alter this contract or waive any terms of this contract.
OWNERSHIP - As Contract Owner, you may exercise all the rights of this contract.
You do not need the consent of the Annuitant or any other person except as
provided in the next section.
CHANGE OF OWNER OF BENEFICIARY - As Contract Owner, you may change the primary
beneficiary or contingent beneficiary. An irrevocably-named person may be
changed only with the written consent of such person.
The Contract Owner may name a Contingent Owner or a new Contract Owner at any
time.
However, the Contract Owner's spouse is the only person eligible to be the
contingent Owner. If the Contract Owner dies, the Contingent Owner becomes the
Contract Owner. Any new choice of Contract Owner or Contingent Owner will
automatically revoke any prior choice of Contract Owner or Contingent Owner will
automatically revoke any prior choice of Contract Owner or Contingent Owner.
Any request for change must be: (1) made in writing; and (2) received at our
Office. The change will become effective as of the date the written request is
signed. A new choice of Contract Owner, Contingent Owner, or beneficiary will
not apply to any payment made or action taken by us prior to the time your
request for change is received.
ASSIGNMENT. You as Contract Owner may assign this contract at any time. A copy
of any assignment must be filed with us. We are not responsible for the validity
of any assignment. If you assign this contract, your rights and those of any
revocably-named person will not affect any payments we make or actions we take
before we record it.
INCONTESTABILITY. We will not contest this contract from its Date of Issue.
NON-PARTICIPATION IN SURPLUS - We will not pay any dividends on this contract.
MISSTATEMENT OF AGE OR SEX - We will require proof of age and sex of the
Annuitant before making any life annuity payment. If the age or sex of the
Annuitant has been misstated, we will compute the amount payable based on the
correct age and sex. If annuity payments have begun, any underpayments we may
have made will be paid in full, at 6% interest per annum, with the next annuity
payment. Any overpayments, unless repaid to us in one sum, will be deducted from
future annuity payments until we are repaid in full.
EVIDENCE OF SURVIVAL - If a contract provision requires that a person be alive,
we may require proof that the person is alive before we act under that
provision.
TAXES - Any premium or other taxes levied by any governmental entity with
respect to this contract may be charged against your purchase payment or
Contract Value. We may, at Our sole discretion, advance any premium taxes due at
the time purchase payments are made and then deduct the premium taxes from the
Contract Value at the time annuity payments begin or upon surrender if we are
unable to obtain a refund. We will deduct from any amount payable under this
contract any income taxes a governmental authority requires us to withhold with
respect to that amount. We reserve the right to deduct from the Contract Value
and/or the Variable Account for any Federal income taxes resulting from the
operation of the Variable Account.
PROTECTION OF PROCEEDS - No beneficiary or payee may commute or assign any
payments under this contract before they are due. To the extent permitted by
law, no payments shall be subject to the debts of any beneficiary or payee not
to any judicial process for payment of those debts.
DELAY OF PAYMENTS - We reserve the right to postpone any type of payment from
the Variable Account for any period when:
(a) the New York Stock Exchange is closed for other than customary weekends and
holidays;
(b) trading on the Exchange is restricted;
(c) an emergency exists as a result of which it is not reasonably practicable
to dispose of securities held in the Variable Account or determine their
value; or (d) an order of the Securities and Exchange Commission shall
govern as to whether the conditions in (b) and (c) exist.
REPORTS - We will send you a report showing the Contract Value at least once in
each Contract Year. We will send other reports if required by law.
GENERAL - The name of the Variable Account is shown on page 3. The Variable
Account is a separate investment account maintained by us into which a portion
of our assets has been allocated for this and certain other contracts. The
assets of the Variable Account are our property but assets equal to reserves and
other liabilities are not chargeable with the liabilities arising out of any
other business we may conduct. The assets of the Variable Account are segregated
into a series of sub-accounts is measured by the number of accumulation units
credited to this contract for that sub-account. When annuity payments begin, the
payee's interest in any sub-account is measured by the number of annuity units
credited to this contract for that sub-account.
INVESTMENTS IN THE VARIABLE ACCOUNT - Your purchase payment will be invested in
the Eligible Mutual Funds listed on page 3 in accordance with the selection made
by you in the application. the selection must specify a percentage for each Fund
or Portfolio that is a whole number, and must be either 0 or a number equal to
or greater than 10%.
We may, from time to time, add additional Eligible Mutual Funds or delete
existing ones. In the event of an addition, you may be permitted to select
Eligible Funds as an underlying investment of this contract. In the event of a
deletion, transfers cannot be made into a deleted Fund.
We may also substitute other Funds. The investment policy of the Variable
Account will not be changed without approval pursuant to the insurance laws of
the state of New York.
VALUATION OF ASSETS - Eligible Mutual Fund shares within each sub-account will
be valued at their net asset value.
<PAGE>
METHOD OF DETERMINING CONTRACT VALUES - The Contract Value will fluctuate in
accordance with the investment results of the underlying Eligible Mutual Fund
held within the sub-account. In order to determine how these fluctuations affect
Contract Values, Accumulation Units are utilized. The value of an Accumulation
Unit payable during any Valuation Period is determined at the end of that
period.
Purchase payments are applied to provide Accumulation Units in the Variable
Account. The number of Accumulation Units credited by dividing the Purchase
Payment by the dollar value of one Accumulation Unit next computed after the
receipt of the Purchase Payment by us.
When we first purchased shares of an Eligible Mutual Fund for a sub-account,
each sub-account accumulation unit was valued at $10. The value of an
Accumulation Unit for a sub-account on any Valuation Date thereafter is
determined by dividing (a) by (b), where:
(a) is equal to:
(i) the total value of the net assets attributable to Accumulation Units
in that sub-account minus
(ii) the daily charge for assuming the risk of guaranteeing mortality
factors and expense charges, which is equal on an annual basis to the
charge shown on page 3 multiplied by the daily net asset value of the
sub-account; minus or plus
(iii)a charge or credit for any tax provision established to that
sub-account.
(b) is the total number of Accumulation Units applicable to that sub-account at
the end of the Valuation Period.
The resulting value of each sub-account Accumulation Unit is multiplied by the
respective number of sub-account Accumulation Units for this contract to
determine the sub-account value for this contract. The Contract Value is the sum
of all sub-account values for this contract.
An Accumulation Unit may increase or decrease in value from Valuation Date to
Valuation Date.
VALUATION DATE - The Variable Account will be valued each day that the New York
Stock Exchange is open for trading.
VALUATION PERIOD - The Valuation Period is the period commencing at 4 P.M. New
York time on each Valuation Date and ending at 4 P.M. New York time on the next
succeeding Valuation Date.
TRANSFERS OF CONTRACT VALUES - Before the Annuity Date you may transfer Contract
Values form one sub-account to another sub-account, subject to the following
conditions:
(a) the amount transferred from any sub-account must be at least $1000 (or the
entire sub-account value, if less);
(b) if less than $1000 would remain in the sub-account after the transfer, we
will transfer the entire amount in the sub-account;
(c) we will deduct the transfer charge shown on page 3 from either the
sub-account which is the source of the transfer, or from the amount
transferred;
(d) we may reject any more than twelve (12) transfer requests per Contract
Year.
CONTRACT BENEFITS
GENERAL - This contract provides the following benefits:
(a) Partial and total withdrawal benefits before the Annuity Date while the
Annuitant (or Contract Owner, as applicable) is still alive.
(b) A death benefit if the Annuitant (or Contract Owner as applicable) dies
before the Annuity Date.
(c) Annuity benefits if the Annuitant lives until the Annuity Date or if
surrender or death benefits are applied to the purchase of a settlement option.
PARTIAL WITHDRAWAL - You may partially withdraw this contract prior to the
Annuity Date. Any partial withdrawal is subject to the following conditions:
(a) We must receive a written request.
(b) The amount requested must be at least $500.
(c) Any applicable deferred sales charge will be deducted.
(d) The amount we withdraw will be the sum of the amount you request and the
amount of any applicable deferred sales charge.
(e) We will deduct the amount you requested, plus any applicable deferred sales
charge, from such sub-account of the Variable Account as you specify. If no
sub-accounts are specified, such amount will be deducted from each sub-account
of the Variable Account in the proportion that the sub-account bears to the
Contract Value.
TOTAL WITHDRAWAL - You may surrender this contract prior to the Annuity Date.
Surrendering this contract will cancel it.
The surrender value is equal to the Contract Value for the Valuation period
during which we receive your request less any applicable deferred sales charge,
less the Administrative Charge and less any applicable premium taxes.
PAYMENT OF WITHDRAWALS - Any Contract Values withdrawn will be mailed to you
within seven business days of receipt of your written request, unless the "Delay
of Payments" provision is in effect.
DEATH BENEFIT - If the Annuitant dies before the Annuity Date, we will pay a
death benefit equal to the greater of the Purchase Payment, less partial
withdrawals, or the Contract Value.
Before we pay any death benefit, we will require proof of death.
We will determine the value of the death benefit as of the Valuation Period
following the receipt of the proof of death.
We will pay the death benefit to the Beneficiary. It will be paid in accordance
with any applicable laws governing the payment of death proceeds.
You may by written request elect that any death benefit of at least $2000 be
received by the Beneficiary under an annuity payment option. You may choose or
change a payment option at any time prior to the Annuitant's death. If at the
time the Annuitant dies you may have made no request for a payment option, the
Beneficiary has 60 days in which to make a written request to elect either a
lump sum payment or any annuity payment option. Any lump sum payment will be
made within seven business days after we have received the proof of death and
the written election of the Beneficiary, unless the "Delay of Payments"
provision is in effect.
<PAGE>
DEATH OF OWNER - If you die before the Annuity Date, the entire Contract Value
must be distributed within five years of the date of death, unless:
(a) It is payable over the lifetime of a designated Beneficiary with
distributions beginning within one year of the date of death; or
(b) The Contingent Owner, if any, continues the contract in his or her own name.
The Contingent Owner must be your spouse.
ANNUITY BENEFITS - If the Annuitant and Contract Owner are alive on the Annuity
Date, we will begin making payments to the Annuitant under the payment option or
options you have chosen. You may choose or change a payment option by making a
written request at least 30 days prior to the Annuity Date. The amount of the
payments will be determined by applying the Contract Value on the Annuity Date
in accordance with the "Annuity Provisions" section. Unless you choose
otherwise, the annuity payment option will be Option 2, with Contract Values
allocated to sub-accounts of the Variable Account in the same proportion as the
sub-accounts have to the total Contract Value at the Annuity Date.
ANNUITY DATE - The Annuity Date for the Annuitant is:
(a) the first day of the calendar month following the later of the Annuitant's
85th birthday or the 10th Contract Anniversary, or
(b) such earlier date as my be set by applicable law.
You may designate an earlier date in the application or you may change the
Annuity Date by making a written request at least 30 days prior to the Annuity
Date being changed. However, any Annuity Date must be:
(a) not later than the date defined in (a) above; and
(b) the first day of a calendar month.
CONTRACT CHARGES
VARIABLE ACCOUNT MORTALITY AND EXPENSE RISK CHARGE - For each Valuation Period,
we deduct a risk charge from each sub-account of the Variable Account. The
annual rate of this charge is shown on page 3. The risk charge compensates us
for the mortality and expense risks we assume under this contract.
ADMINISTRATIVE CHARGE - The Administrative Charge compensates us for the
expenses we incur in administering this contract. The charge is shown on page 3.
Prior to the Annuity Date, this charge is deducted from the Contract Value on
each Contract Anniversary. If the Annuity Date is a date other than a Contract
Anniversary, we will also deduct a pro rata portion of the Administrative Charge
from the Contract Value for the fraction of the Contract Year preceding the
Annuity Date. This charge is also deducted on the date of any total withdrawal.
The charge will be deducted from each sub account of the Variable Account in the
proportion that the value of each sub-account attributable to the Contract bears
to the total Contract Value. After the Annuity Date, this charge is deducted on
a pro-rata basis from each annuity payment and is guaranteed to remain at the
same amount as at the Annuity Date.
DEFERRED SALES CHARGE - We make a charge on partial and total withdrawals. The
amount of this charge is shown on page 3.
<PAGE>
ANNUITY PROVISIONS
GENERAL - The payment options are:
Option 1 - Life Income
Option 2 - Life Income with 10 Years of Payments Guaranteed
Option 3 - Joint and Last Survivor Income
We also may offer additional options at our discretion.
The payee is the person who will receive the sum payable under a payment option.
We will give the payee a settlement contract for that payment option that is
consistent with the terms described in this contract.
You may apply your Contract Value to any option. If any premium or other taxes
are assessed by any governmental entity at the time of annuitization, we will
subtract the amount of such taxes from your Contract Value. If the Contract
Value is less than $2000, we have the right to pay the amount in a lump sum in
lieu of annuity payments. We will make all annuity payments monthly. However, if
the monthly annuity payments would be less than $100, we have the right to make
payments semi-annually or annually.
Payment options are available on either a fixed basis or a variable basis. You
may allocate your Contract Value to purchase only fixed annuity payments, or to
purchase only variable annuity payments, or to purchase a combination of the
two. Contract Values which purchase fixed annuity payments will be invested in
the General Account. Contract Values which purchase variable annuity payments
will be invested in the Variable Account. You may make no transfers between the
General Account and the Variable Account after the Annuity Date.
FIXED ANNUITY PAYMENTS - The amount of each fixed annuity payment is determined
by multiplying the amount of the Contract Value allocated to purchase fixed
annuity payments by the factor shown in the table for the option selected,
divided by 1000. If we are currently offering a greater factor for similar
annuities at the Annuity Date, we will substitute that factor for the factor
found in the table.
<PAGE>
VARIABLE ANNUITY PAYMENT VALUES - For each variable payment option, the total
dollar amount of each periodic payment will be equal to:
(a) the sum of all sub-account payments; less
(b) the pro-rata amount of the Administrative Charge.
The first annuity payment for each sub-account is determined by multiplying the
amount of the Contract Value allocated to that sub-account by the factor shown
in the table for the option selected, divided by 1,000. If we are currently
offering a greater factor for similar annuities at the Annuity Date, we will
substitute that factor for the factor found in the table.
The number of Annuity Units for each sub-account to be credited to the
particular option will be determined by dividing the dollar amount of such first
payment by the sub-account Annuity Unit value for the Valuation Period that
includes the date of the first payment. Each sub-account payment after the first
one will be determined by multiplying (a) by (b), where:
(a) is the number of sub-account Annuity Units credited; and
(b) is the sub-account Annuity Unit value for the Valuation Period 14 days
prior to the date of payment.
When we first purchased Eligible Mutual Funds shares, we arbitrarily established
the Annuity Unit value for each sub-account at $10 for the first Valuation
Period. Thereafter, a sub-account Annuity Unit value at the end of any Valuation
Period is determined by multiplying the sub-account Annuity Unit value for the
immediately preceding Valuation Period by the quotient of (a) and (b) where:
(a) is the net investment factor for the Valuation Period for which the
sub-account Annuity Unit value is being determined; and
(b) is the assumed investment factor for such Valuation Period. The assumed
investment factor adjusts for the interest assumed in determining the first
variable annuity payment. Such factor for any Valuation Period shall be the
accumulated value, at the end of such period, of $1.00 deposited at the
beginning of such period at the assumed investment rate of 5%.
NET INVESTMENT FACTOR - The nest investment factor is used to determine how
investment results of the Eligible Mutual Funds affect Variable Account Values
within the sub-accounts from one Valuation Period to the next. The net
investment factor for each sub-account for any Valuation Period is determined by
dividing (a) by (b) and subtracting (c) from the result, where:
(a) is equal to:
(i) the net asset value per share of the Eligible Mutual Fund held in
the sub-account determined at the end of that Valuation Period; plus
(ii) the per share amount of any dividend or capital gain distribution
made by the Eligible Mutual Fund held in the sub-account if the "ex-dividend"
date occurs during that same Valuation Period, plus or minus
(iii) a per share or credit, which is determined by us, for changes in
tax reserves resulting from investment operations of the sub-account.
(b) is equal to:
(i) the net asset value per share of the Eligible Mutual Fund held in
the sub-account determined as of the end of the prior Valuation Period, plus or
minus
(ii) the per share charge or credit for any change in tax reserves for
the prior Valuation Period.
(c) is the percentage factor representing the Variable Account Mortality and
Expense Risk Charge.
The net investment factor may be greater or less than the assumed investment
factor; therefore, the Annuity Unit value may increase or decrease from
Valuation Period to Valuation Period.
MORTALITY AND EXPENSE GUARANTEE - We guarantee that the dollar amount of each
annuity payment after the first will not be affected by variations in mortality
and expense experience.
VARIABLE ANNUITY TRANSFERS - The number of Annuity Units for each sub-account
under any variable annuity option will remain fixed during the entire annuity
payment period unless the payee makes a written request or telephone
authorization for a change which is received at least 30 days before the next
payment date.
We reserve the right to refuse any more than one transfer per month. The charge
for any transfer is shown on page 3. We will deduct this transfer charge from
the next annuity payment after the transfer. If following the transfer, the
units remaining in the sub-account would generate a monthly payment of less than
$100, then we may transfer the entire amount in the sub-account.
We will recompute the number of Annuity Units for each sub-account. These new
number of units will remain fixed for the remainder of the payment period unless
the payee requests another change.
You may make no transfers between the General Account and the Variable Account
after the Annuity Date.
Option 1: Life Income - We will pay an annuity during the lifetime of the payee.
The amount of the annuity payments will depend on the age of the payee at the
time we issue the settlement contract.
Option 2: Life Income with 10 Years of Payments Guaranteed - We will pay an
annuity during the lifetime of the payee. If, at the death of the payee,
payments have been made for less than 10 years:
(a) payments will be continued during the remainder of the period to the
successor payee; or
(b) that successor payee may elect to receive in a lump sum the present value
of the remaining payments, commuted at the interest rate used to create the
annuity factor for Option 2.
The amount of the annuity payments will depend on the age of the payee at the
time we issue the settlement contract.
Option 3: Joint and Last Survivor Income - We will pay an annuity for as long as
either the payee or a designated second person is alive. The amount of the
annuity payments will depend on the age of both persons at the time we issue the
settlement contract.
<PAGE>
<TABLE>
Options On A Fixed Basis
Option 1: Life Income*
Monthly Income per $1,000
Age Male Female Age Male Female Age Male Female Age Male Female
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
30 3.42 3.31 44 3.89 3.68 58 4.88 4.46 72 7.33 6.38
31 3.44 3.32 45 3.94 3.71 59 4.99 4.54 73 7.61 6.62
32 3.47 3.34 46 3.99 3.75 60 5.11 4.63 74 7.91 6.87
33 3.49 3.36 47 4.05 3.80 61 5.23 4.73 75 8.24 7.15
34 3.52 3.39 48 4.11 3.84 62 5.36 4.83 76 8.59 7.45
35 3.55 3.41 49 4.17 3.89 63 5.50 4.94 77 8.98 7.78
36 3.58 3.43 50 4.23 3.94 64 5.65 5.06 78 9.39 8.13
37 3.61 3.46 51 4.30 3.99 65 5.82 5.18 79 9.84 8.52
38 3.65 3.48 52 4.37 4.05 66 5.99 5.32 80 10.32 8.95
39 3.68 3.51 53 4.44 4.10 67 6.18 5.46 81 10.85 9.42
40 3.72 3.54 54 4.52 4.17 68 6.38 5.62 82 11.42 9.94
41 3.76 3.57 55 4.60 4.23 69 6.59 5.79 83 12.04 10.51
42 3.80 3.61 56 4.69 4.30 70 6.82 5.97 84 12.70 11.13
43 3.85 3.64 57 4.78 4.38 71 7.07 6.17 85 13.41 11.81
</TABLE>
<TABLE>
Option 2: Life Income with 10 years Payments Guaranteed*
Monthly Income per $1,000
Age Male Female Age Male Female Age Male Female Age Male Female
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
30 3.41 3.30 44 3.88 3.67 58 4.81 4.42 72 6.74 6.12
31 3.44 3.32 45 3.93 3.71 59 4.91 4.50 73 6.93 6.31
32 3.46 3.34 46 3.98 3.75 60 5.01 4.59 74 7.12 6.50
33 3.49 3.36 47 4.03 3.79 61 5.12 4.68 75 7.31 6.70
34 3.51 3.38 48 4.08 3.83 62 5.24 4.77 76 7.50 6.91
35 3.54 3.41 49 4.14 3.88 63 5.36 4.88 77 7.70 7.12
36 3.57 3.43 50 4.20 3.93 64 5.49 4.98 78 7.89 7.34
37 3.61 3.46 51 4.26 3.98 65 5.62 5.10 79 8.08 7.56
38 3.64 3.48 52 4.33 4.03 66 5.76 5.22 80 8.27 7.78
39 3.67 3.51 53 4.40 4.09 67 5.91 5.35 81 8.45 8.00
40 3.71 3.54 54 4.47 4.15 68 6.06 5.49 82 8.62 8.22
41 3.75 3.57 55 4.55 4.21 69 6.22 5.63 83 8.78 8.42
42 3.79 3.60 56 4.63 4.28 70 6.39 5.79 84 8.93 8.62
43 3.83 3.63 57 4.72 4.35 71 6.56 5.95 85 9.07 8.79
</TABLE>
<TABLE>
Option 3: Joint (Male and Female) and Last Survivor*
Monthly Income per $1,000
Female Age - 40 45 50 55 60 65 70 75
Male Age
<S> <C> <C> <C> <C> <C> <C> <C> <C>
40 3.40 3.47 3.52 3.57 3.60 3.63 3.65 3.66
45 3.44 3.53 3.62 3.70 3.76 3.81 3.84 3.87
50 3.47 3.58 3.71 3.82 3.93 4.01 4.08 4.13
55 3.49 3.62 3.77 3.93 4.09 4.23 4.35 4.44
60 3.50 3.65 3.82 4.02 4.24 4.45 4.65 4.81
65 3.51 3.66 3.86 4.09 4.36 4.66 4.96 5.24
70 3.51 3.68 3.89 4.14 4.46 4.84 5.26 5.70
75 3.52 3.69 3.91 4.18 4.52 4.97 5.51 6.14
</TABLE>
Values not shown are available on request from our administrative office.
*The Annuity Tables shown do not reflect the Administrative Charge which is
assessed by us as described on page 3 and page 9 of this contract.
<PAGE>
<TABLE>
Options On A Variable Basis
Option 1: Life Income*
Monthly Income per $1,000 annuitized
Age Male Female Age Male Female Age Male Female Age Male Female
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
30 4.43 4.33 44 4.85 4.64 58 5.79 5.36 72 8.22 7.24
31 4.45 4.34 45 4.89 4.67 59 5.89 5.44 73 8.50 7.48
32 4.47 4.36 46 4.94 4.71 60 6.00 5.52 74 8.81 7.73
33 4.49 4.37 47 4.99 4.74 61 6.12 5.61 75 9.13 8.01
34 4.51 4.39 48 5.05 4.78 62 6.25 5.71 76 9.49 8.31
35 4.54 4.41 49 5.10 4.83 63 6.39 5.82 77 9.87 8.64
36 4.56 4.43 50 5.16 4.87 64 6.54 5.93 78 f10.29 9.00
37 4.59 4.45 51 5.22 4.92 65 6.70 6.06 79 10.74 9.39
38 4.62 4.47 52 5.29 4.97 66 6.88 6.19 80 11.23 9.82
39 4.65 4.50 53 5.36 5.03 67 7.06 6.33 81 11.76 10.29
40 4.69 4.52 54 5.44 5.08 68 7.26 6.48 82 12.33 10.81
41 4.72 4.55 55 5.52 5.15 69 7.48 6.65 83 12.96 11.39
42 4.76 4.58 56 5.60 5.21 70 7.71 6.83 84 13.63 12.02
43 4.80 4.80 57 5.69 5.28 71 7.96 7.03 85 14.34 12.70
</TABLE>
<TABLE>
Option 2: Life Income with 10 years Payments Guaranteed*
Monthly Income per $1,000
Age Male Female Age Male Female Age Male Female Age Male Female
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
30 4.42 4.33 44 4.83 4.63 58 5.70 5.31 72 7.55 6.94
31 4.44 4.34 45 4.87 4.66 59 5.79 5.39 73 7.73 7.12
32 4.46 4.36 46 4.92 4.70 60 5.89 5.47 74 7.91 7.30
33 4.48 4.37 47 4.96 4.73 61 5.99 5.55 75 8.09 7.50
34 4.51 4.39 48 5.01 4.77 62 6.10 5.64 76 8.28 7.70
35 4.53 4.41 49 5.06 4.81 63 6.22 5.74 77 8.47 7.90
36 4.56 4.43 50 5.12 4.86 64 6.34 5.84 78 8.65 8.11
37 4.58 4.45 51 5.18 4.90 65 6.47 5.95 79 8.83 8.33
38 4.61 4.47 52 5.24 4.95 66 6.61 6.07 80 9.01 8.54
39 4.64 4.49 53 5.31 5.00 67 6.75 6.19 81 9.18 8.75
40 4.68 4.52 54 5.37 5.06 68 6.90 6.32 82 9.34 8.96
41 4.71 4.54 55 5.45 5.12 69 7.05 6.47 83 9.50 9.16
42 4.75 4.57 56 5.53 5.18 70 7.21 6.61 84 9.64 9.34
43 4.79 4.60 57 5.61 5.24 71 7.38 6.77 85 9.77 9.51
</TABLE>
<TABLE>
Option 3: Joint (Male and Female) and Last Survivor*
Monthly Income per $1,000
Female Age - 40 45 50 55 60 65 70 75
Male Age
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
40 4.39 4.45 4.49 4.53 4.57 4.59 4.61 4.63
45 4.42 4.50 4.57 4.64 4.70 4.74 4.78 4.81
50 4.45 4.54 4.65 4.75 4.84 4.93 5.00 5.05
55 4.46 4.58 4.71 4.84 4.99 5.12 5.23 5.33
60 4.48 4.60 4.75 4.93 5.12 5.32 5.51 5.67
65 4.49 4.62 4.79 5.00 5.24 5.52 5.81 6.08
70 4.49 4.63 4.82 5.05 5.34 5.69 6.10 6.52
75 4.50 4.64 4.84 5.08 5.40 5.82 6.34 6.95
</TABLE>
Values not shown are available on request from our administrative office.
*The Annuity Tables shown do not reflect the Administrative Charge which is
assessed by us as described on Page 3 and Page 9 of this contract.
EXHIBIT 4(b)
Form of Individual Variable Annuity Policy (21VAN0896NY)
<PAGE>
American International Life Assurance
Company of New York
80 Pine Street
New York, New York 10270
A capital stock company
This is a legal contract issued in consideration of the payment of the
Initial Premium. We will make annuity payments to the Annuitant as set
forth in this contract beginning on the Annuity Date.
READ YOUR CONTRACT CAREFULLY
RIGHT TO CANCEL THIS CONTRACT
This contract may be returned within 10 days after You receive it. It can
be mailed or delivered to either Us or Our agent. Return of this contract
by mail is effective as of the date of its postmark, properly addressed and
postage pre-paid. The returned contract will be treated as if We had never
issued it. We will promptly refund the Contract Value as of the date of
return; this may be more or less than the Premium paid.
This is a variable annuity contract. Annuity payments and Contract Value
may increase or decrease depending on the experience of the Variable
Account identified in the Contract Schedule.
Signed by the Company:
Elizabeth M. Tuck RJ O'Connell
/s/ Elizabeth M.Tuck /s/ RJ O'Connell
Secretary President
INDIVIDUAL FLEXIBLE PREMIUM VARIABLE ANNUITY
NONPARTICIPATING
<PAGE>
TABLE OF CONTENTS
PAGE
CONTRACT SCHEDULE 3
DEFINITIONS 4
GENERAL PROVISIONS 5
OWNERSHIP PROVISIONS 6
BENEFICIARY PROVISIONS 6
PREMIUM PROVISIONS 6
VARIABLE ACCOUNT 7
GUARANTEED ACCOUNT 7
TRANSFERS 8
CONTRACT CHARGES 9
DOLLAR COST AVERAGING 9
ANNUITY PROVISIONS 10
ANNUITY OPTIONS 10
DEATH BENEFIT 12
SURRENDER PROVISIONS 13
DELAY OF PAYMENTS 13
FIXED OPTIONS TABLE 14
VARIABLE OPTIONS TABLE 15
<PAGE>
CONTRACT SCHEDULE
CONTRACT NUMBER: ( 12345 ) INITIAL PREMIUM: ($5,000)
OWNER(S): (JOHN DOE) MINIMUM SUBSEQUENT PREMIUM: $1,000
ANNUITANT: (JOHN DOE) EFFECTIVE DATE:( 10/01/1996)
BENEFICIARY: (JANE DOE) ANNUITY DATE: ( 10/01/2036 )
CONTRACT MAINTENANCE CHARGE: $30.00 each Contract Year. Before the Annuity Date,
this charge will be waived for each year that the Contract Value exceeds $50,000
on the Contract Anniversary.
ADMINISTRATIVE CHARGE: Equal on an annual basis to .15% of the average daily net
assets of the Variable Account.
MORTALITY AND EXPENSE RISK CHARGE: Equal on an annual basis to 1.25% of the
average daily net assets of the Variable Account.
[ANNUAL RATCHET RIDER CHARGE: Equal on an annual basis to .10% of the average
daily net assets of the Variable Account; calculated and deducted monthly.]
The assets of the Variable Account must earn a minimum annual rate of 6.4% so
that the dollar amount of the variable annuity payments will not decrease below
the level shown in the Options On A Variable Basis Table on page 15.
TRANSFER FEE: $10.00 However, we will not make a charge for the first 12
transfers in any policy year.
SURRENDER CHARGE:
<TABLE>
Number of Complete Years Percentage of Number of Complete Years Percentage of
Since Premium Payment Premium Since Premium Payment Premium
<S> <C> <C> <C>
0 6% 4 4%
1 6% 5 3%
2 5% 6 2%
3 5% 7 0%
</TABLE>
SEPARATE ACCOUNT ALLOCATIONS: [Variable Account A]
[%]
[%]
[%]
[%]
[%]
[%]
GENERAL ACCOUNT ALLOCATION:
ONE YEAR GUARANTEE PERIOD: [%]
ANNUITY SERVICE OFFICE:
[AI Life Assurance Company of New York
c/o Delaware Valley Financial Services
300 Berwyn Park
P.O. Box 3031
Berwyn, PA 19312-0031
(800) 255-8402]
<PAGE>
- ------------------------------------------------------------------------------
DEFINITIONS
ACCUMULATION UNIT - An accounting unit of measure used to calculate the Contract
Value prior to the Annuity Date.
ADMINISTRATIVE OFFICE - The Annuity Service Office of the Company as designated
on the Contract Schedule.
ANNUITANT - The person designated by the Owner upon whose continuation of life
any annuity payment involving life contingencies depends.
ANNUITY DATE - The date on which annuity payments are to commence.
ANNUITY OPTION - An arrangement under which annuity payments are made under this
contract.
ANNUITY UNIT - An accounting unit of measure used to calculate annuity payments
after the Annuity Date.
CONTRACT ANNIVERSARY - An anniversary of the Effective Date of this contract.
CONTRACT VALUE - The dollar value as of any Valuation Date of all amounts
accumulated under this contract.
CONTRACT YEAR - Each period of twelve (12) months commencing with the Effective
Date.
EFFECTIVE DATE - The date shown on the Contract Schedule on which the first
Contract Year begins.
ELIGIBLE INVESTMENT(S) - Those investments available under the contract.
Eligible Investments, at the time this contract is issued, are shown in the
application for this Contract.
GUARANTEED ACCOUNT - A part of Our General Account which earns a Guaranteed Rate
of interest.
OWNER - The Owner is named in the Contract Schedule, unless changed, and has all
rights under this contract.
PREMIUM - Purchase payments are referred to in this contract as Premiums.
SUBACCOUNT - A division of the Variable Account established to invest in a
particular portfolio of Eligible Investments.
VALUATION DATE - Each day that the New York Stock Exchange is open for trading.
VALUATION PERIOD - The period between the close of business of the New York
Stock Exchange on any Valuation Date and the close of business for the next
succeeding Valuation Date.
VARIABLE ACCOUNT - The Separate Account designated on the Contract Schedule.
WE, OUR, US - American International Life Assurance Company of New York.
YOU, YOUR - The Owner of this contract.
<PAGE>
- ------------------------------------------------------------------------------
GENERAL PROVISIONS
THE CONTRACT - The entire contract consists of this form and any attached
endorsement, rider or application. This contract may be changed or altered only
by Our President or Secretary. Any change, modification or waiver must be made
in writing.
NON-PARTICIPATION IN SURPLUS - This contract does not share in any distribution
of Our profits or surplus.
INCONTESTABILITY - This contract is not contestable.
MISSTATEMENT OF AGE OR SEX - We will require proof of age and sex of the
Annuitant before making any life annuity payment provided for by this contract.
If the age or sex of the Annuitant has been misstated, the amount payable will
be the amount that the Contract Value would have provided at the true age or
sex.
Once annuity payments have begun, any underpayments will be made up in one sum
including interest at the annual rate of 3%, unless a higher interest rate is
required by the law of the jurisdiction where this contract is delivered, with
the next annuity payment. Overpayments including interest at the annual rate of
3%, unless a higher interest rate is required by the law of the jurisdiction
where this contract is delivered, will be deducted from the future annuity
payments until the total is repaid.
CONTRACT SETTLEMENT - This contract must be returned to Us upon settlement as a
death claim. Prior to any settlement as a death claim, due proof of death must
be submitted to Us.
REPORTS - We will furnish You with a report showing the Contract Value at least
once each calendar year. We will also furnish an annual report of the Variable
Account. These reports will be sent to Your last known address.
TAXES - Any taxes paid to any governmental entity will be charged against the
Premiums or the Contract Value, depending upon the Owner's state of residence.
We may, at Our sole discretion, pay taxes when due and deduct that amount from
the Contract Value at a later date. Our payment of such taxes at an earlier date
does not waive any right We may have to deduct amounts at a later date.
EVIDENCE OF SURVIVAL - Where any benefits under this contract are contingent
upon the recipient being alive on a given date, We will require proof
satisfactory to Us that the condition has been met.
PROTECTION OF PROCEEDS - No Beneficiary or payee may commute, or assign any
payments under this contract before they are due. To the extent permitted by
law, no payments will be subject to the debts of any Beneficiary or payee nor to
any judicial process for payment of those debts.
MODIFICATION OF CONTRACT - This contract may not be modified by Us, without Your
consent except as may be required by applicable law. If the state insurance laws
or regulations, the federal securities or tax laws or regulations, or any
regulations under which this contract would qualify as an annuity change, We may
amend this contract to comply with these changes.
MINIMUM BENEFITS - Any paid-up annuity, cash surrender or death benefit that may
be available under this contract is not less than the minimum benefits required
by statute in the jurisdiction in which this contract is delivered.
<PAGE>
- -------------------------------------------------------------------------------
OWNERSHIP PROVISIONS
OWNER - The Owner is named in the Contract Schedule.
The Owner may exercise all the rights of this contract, subject to the rights
of:
1. any assignee under an assignment filed with Our Administrative Office; and
2. any irrevocably named Beneficiary.
TRANSFER OF OWNERSHIP - You may transfer Ownership of this contract. A written
request, dated and signed by You, must be sent to and received by Our
Administrative Office. We may require this contract for endorsement. The
transfer will take effect as of the date the request was received and recorded
at Our Administrative Office.
Transfer of Ownership does not change the Beneficiary, nor transfer the
Beneficiary's interest. Any change or transfer of Ownership is subject to any
payment made by Us before the request is received and recorded at Our
Administrative Office.
ASSIGNMENT - You may assign this contract. A copy of any assignment must be
filed with Our Administrative Office. We are not responsible for the validity of
any assignment. If You assign this contract, Your rights and those of any
revocably-named person will be subject to the assignment. An assignment will not
affect any payments We may make or actions We may take before such assignment
has been recorded at Our Administrative Office. A change in ownership or an
assignment may result in adverse tax consequences.
<PAGE>
- -------------------------------------------------------------------------------
BENEFICIARY PROVISIONS
BENEFICIARY - The Beneficiary will receive the death benefit. The Beneficiary is
named in the Contract Schedule.
DEATH OF BENEFICIARY - If no named beneficiary is living at the time a death
benefit becomes payable we will pay the death benefit to Your estate.
CHANGE OF BENEFICIARY - To change a beneficiary, a written request for a change
of beneficiary, dated and signed by You, must be received at Our Administrative
Office. If the request is received at Our Administrative Office after the death
of the Owner, it will be effective only if no payment has been made. After the
change is recorded, it will take effect as of the date the request was signed.
<PAGE>
- ------------------------------------------------------------------------------
PREMIUM PROVISIONS
PREMIUM - The Initial Premium is due on or before the Effective Date.
Thereafter, Premium payments may be made at any time prior to the Annuity Date,
in an amount equal to or greater than the Minimum Subsequent Premium amount,
shown on the Contract Schedule page.
ALLOCATION OF PREMIUM PAYMENTS - Premiums may be allocated to one or more of the
Subaccounts of the Variable Account or to the Guaranteed Account. Whole
percentages must be used. The allocation of the Initial Premium is shown on the
Contract Schedule. You may change the allocation by written request at any time.
Any subsequent Premium received will be allocated in accordance with the most
recently received allocation instructions.
<PAGE>
- -------------------------------------------------------------------------------
VARIABLE ACCOUNT
GENERAL DESCRIPTION - The name of the Variable Account is shown in the Contract
Schedule. The assets of the Variable Account and each Subaccount are Our
property but are not chargeable with the liabilities arising out of any other
business We may conduct, except to the extent that Variable Account assets
exceed Variable Account liabilities arising under the contracts supported by the
Variable Account. The Variable Account and each Subaccount is separate from the
Our General Account and any other separate account or Subaccount We may have.
INVESTMENT ALLOCATIONS TO THE VARIABLE ACCOUNT - The Variable Account consists
of Subaccounts and each Subaccount may invest its assets in a separate class of
shares of a designated investment company or companies.
We have the right to change, add or delete designated investment companies. We
have the right to add or remove Subaccounts. We also have the right to combine
any two or more Subaccounts.
VALUATION OF ASSETS - Assets within each Subaccount will be valued at their net
asset value on each Valuation Date.
CONTRACT VALUE - Premiums are allocated among the various Subaccounts within the
Variable Account. For each Subaccount, the Premiums are converted into
Accumulation Units. The number of Accumulation Units credited to the contract is
determined by dividing the Premiums allocated to the Subaccount by the value of
the Accumulation Unit for the Subaccount. Surrenders will result in the
cancellation of Accumulation Units. The value of the contract is the sum of the
values for the contract within each Subaccount and the Guaranteed Account. The
value of each Subaccount is determined by multiplying the number of Accumulation
Units attributable to the Subaccount by the Accumulation Unit value for the
Subaccount, independent of the value of any other Subaccount.
ACCUMULATION UNIT VALUES - The value of an Accumulation Unit will vary in
accordance with the investment experience of the underlying portfolio in which
the Subaccount invests. The value of Accumulation Units is expected to increase
or decrease from Valuation Period to Valuation Period. The value of Accumulation
Units in each Subaccount will change daily to reflect the investment experience
of the corresponding underlying portfolio as well as the daily deduction of the
Contract Charges. The number of Accumulation Units credited to a Contract will
not change as a result of any fluctuations in the value of an Accumulation Unit.
<PAGE>
- -------------------------------------------------------------------------------
GUARANTEED ACCOUNT
GENERAL DESCRIPTION - The Guaranteed Account is a part of Our General Account.
The amount You have in the Guaranteed Account at any time is a result of
Premiums You have allocated to it or any part of Your Contract Value you have
transferred to it.
GUARANTEE PERIOD - The portion of Your Contract Value within the Guaranteed
Account is credited with interest at rates guaranteed by Us for the Guarantee
Period of one year. Interest is credited on a daily basis at the then applicable
effective guaranteed interest rate for the Guarantee Period. If You have
allocated any part of Your Initial Premium to the Guaranteed Account, the amount
allocated is shown on the Contract Schedule.
The guaranteed interest rate applicable to an allocation of Premium or transfer
of Contract Value to the Guarantee Period is the rate in effect for that
Guarantee Period at the time of the allocation or transfer. If You have
allocated or transferred amounts at different times to the Guaranteed Account,
each allocation or transfer may have a unique effective guaranteed interest rate
associated with that amount. We guarantee that the effective annual rate of
interest for the Guaranteed Account will not be less than 3%.
<PAGE>
- -------------------------------------------------------------------------------
TRANSFERS
During the Accumulation Period, or after the Annuity Date, provided a variable
Annuity Option was selected, You may transfer all or part of Your interest, in a
Subaccount, or allocated to the Guaranteed Account, to another Subaccount or to
the Guaranteed Account. However, after the Annuity Date no transfers may be made
between a Subaccount and the Guaranteed Account.
The Transfer Fee is shown on the Contract Schedule.
All transfers are subject to the following:
1. The deduction of any Transfer Fee that may be imposed is shown in the
Contract Schedule. The Transfer Fee will be deducted from the amount which
is transferred. However, no Transfer Fee will be imposed on transfers
resulting from the expiration of a Guarantee Period.
2. If We have not received transfer instructions prior to the end of a
Guarantee Period in which You have Contract Value, We will automatically
transfer it to a new Guarantee Period and under the same restrictions as if
You had requested such transfer, if a new Guarantee Period is still
available.
3. The minimum amount which may be transferred is the lesser of (A) $1,000 or
(B) Your entire interest in the Subaccount or in the amount allocated to
the Guarantee Period of the Guaranteed Account.
4. No partial transfer will be made if, as a result of such transfer, Your
remaining Contract Value in the Subaccount or in the amount allocated to
the Guarantee Period of the Guaranteed Account would be less than $1,000.
5. Transfers will be effected during the Valuation Period next following
receipt by Us of a written transfer request containing all required
information. However, no transfer may be made effective within seven
calendar days of the date on which any annuity payment is due.
6. Any transfer request must clearly specify:
a. the amount which is to be transferred; and
b. the Subaccounts or Guarantee Period of the Guaranteed Account which
are to be affected.
7. After the Annuity Date, transfers may not take place between a fixed
Annuity Option and a variable Annuity Option.
<PAGE>
- -------------------------------------------------------------------------------
CONTRACT CHARGES
MORTALITY AND EXPENSE RISK CHARGE - We deduct a Mortality And Expense Risk
Charge equal, on an annual basis, to the amount shown on the Contract Schedule.
We guarantee that the dollar amount of each annuity payment after the first will
not be affected by variations in mortality or expense experience.
ADMINISTRATIVE EXPENSE CHARGE - We deduct an Administrative Expense Charge
equal, on an annual basis, to the amount shown on the Contract Schedule. The
Administrative Expense Charge compensates Us for some of the costs associated
with the administration of this contract and the Variable Account.
CONTRACT MAINTENANCE CHARGE - We deduct an annual Contract Maintenance Charge
shown on the Contract Schedule. The Contract Maintenance Charge will be deducted
from the Contract Value on each Contract Anniversary while this contract is in
force. Prior to the Annuity Date, the Contract Maintenance Charge will be
deducted from the Contract Value by canceling Accumulation Units. The number of
Accumulation Units to be canceled from each applicable Subaccount will be in the
ratio that the value of each Subaccount bears to the total Contract Value.
If this contract is surrendered for its full Surrender Value on other than a
Contract Anniversary, the full Contract Maintenance Charge due on the next
Contract Anniversary will be deducted at the time of surrender.
On and after the Annuity Date, the Contract Maintenance Charge will be pro-rated
and collected on a monthly basis and this will result in a reduction of the
monthly annuity payments.
<PAGE>
- -------------------------------------------------------------------------------
DOLLAR COST AVERAGING
Dollar Cost Averaging. Using Our Dollar Cost Averaging Plan Request Form, You
may elect automatic monthly transfers from the Money Market Subaccount or
Guaranteed Account into Subaccounts for a specified dollar amount or specified
number of months in accordance with the following:
1. the allocation to the Subaccounts will be based on the premium
allocation that is in effect at the time of each transfer;
2. if you elect Dollar Cost Averaging in conjunction with Your
application for this Policy, the automatic transfers will begin on the
first Monthly Anniversary following the end of the period described in
the Right To Cancel This Contract provision in the first page
allowing for the return of the contract.
3. if you elect Dollar Cost Averaging after this Policy has been issued,
the automatic transfers will begin on the second Monthly Anniversary
following Our receipt of Your election;
4. this option may be elected at any time provided there is a minimum
balance of $12,000 in the Money Market Subaccount or Guaranteed
Account;
5. all premiums received after the date you elect Dollar Cost Averaging
will be applied to the Money Market Subaccount or Guaranteed Account
for the purpose of Dollar Cost Averaging.
If you elect to transfer a specific dollar amount each month, automatic
transfers will continue until Your Money Market Subaccount or Guaranteed Account
is depleted. If you elect to transfer based on a specific number of months, each
month We will transfer a fraction of the balance in the Money Market Fund or
Guaranteed Account equal to one divided by the number of months remaining in the
period. For example, if You elect to transfer over a 12 month period, the first
transfer will be1/12th of the balance in the Money Market Fund or Guaranteed
Account, the second transfer will be 1/11th of the balance, the third transfer
will be 1/10th of the balance and so on until the end of the requested period.
Automatic monthly transfers will continue until one of the following conditions
occur:
1. the balance in the Money Market subaccount or Guaranteed Account is
depleted;
2. We receive Your written request to cancel future transfers;
3. We receive notification of the death of the Insured Person;
4. this Policy lapses.
<PAGE>
- -------------------------------------------------------------------------------
ANNUITY PROVISIONS
CHANGE IN ANNUITY DATE - You may, upon at least thirty (30) days prior written
notice to Us, at any time prior to the Annuity Date, change the Annuity Date
shown on the Contract Schedule. The Annuity Date must always be the first day of
a calendar month.
Unless We approve otherwise, the new Annuity Date must be at least one year
after the effective Date. The latest Annuity Date is the first day of the first
calendar month following the Annuitant's 90th birthday or such earlier date as
may be set by applicable law.
<PAGE>
- -------------------------------------------------------------------------------
ANNUITY OPTIONS
SELECTION OF ANNUITY OPTION - If the Annuitant is alive on the Annuity Date, We
will apply the Contract Value to provide an income on the basis of a life income
with 10 years guaranteed, unless another annuity option has been selected. You
may however, upon at least thirty (30) days prior written notice to Us, at any
time prior to the Annuity Date, select and/or change the Annuity Option. The
Annuity Option you select may be on a fixed or variable basis, or a combination
thereof. If, at the time of election of an Annuity Option, We are using more
favorable rates, they will be used in lieu of those here guaranteed.
We may also make available other options.
OPTION 1 - LIFE INCOME. Monthly annuity payments are paid during the life of an
Annuitant ceasing with the last Annuity Payment due prior to the Annuitant's
death.
OPTION 2 - LIFE INCOME WITH 10 YEAR GUARANTEE. Monthly annuity payments are paid
during the life of an Annuitant, but at least for a 10 year minimum period.
OPTION 3 - JOINT AND LAST SURVIVOR ANNUITY. Monthly annuity payments are paid
during the joint lifetime of the Annuitant and a designated second person and
are paid thereafter during the remaining lifetime of the survivor ceasing with
the last annuity payment due prior to the survivor's death.
<PAGE>
FIXED OPTIONS
The amount of each fixed annuity payment is determined by multiplying the
available Contract Value (after the deduction of any premium taxes not
previously deducted) by the factor in the Fixed Option Table for the option
chosen, using the age and sex of the Annuitant and Joint Annuitant, if any,
divided by 1,000. The tables are determined from the 1983 Individual Annuity
Mortality Table with interest at the rate of 3% per annum. If, when annuity
payments are elected, We are using tables of annuity rates for these contracts
which result in larger annuity payments, We will use those tables instead.
<PAGE>
VARIABLE OPTIONS
The amount of the first variable annuity payment depends on the Annuity Option
elected and the age and sex of the Annuitant. This contract contains a Variable
Options Table indicating the dollar amount of the first monthly payment under
each optional annuity form for each $1,000 of value applied. The tables are
determined from the 1983 Individual Annuity Mortality Table with interest at the
rate of 5% per annum. If, when annuity payments are elected, We are using tables
of annuity rates for these contracts which result in larger annuity payments, We
will use those tables instead.
The 5% interest rate assumed in the annuity tables would produce level annuity
payments if the net investment rate remained constant at 5% per year. Subsequent
payments will be less than, equal to, or greater than the first payment
depending upon whether the actual net investment rate is less than, equal to, or
greater than 5%.
The dollar amount of the first variable annuity payment is determined by
applying the available value (after deduction of any premium taxes not
previously deducted) to the table using the age and sex of the Annuitant and any
joint Annuitant. The number of Annuity Units is then determined by dividing this
dollar amount by the then current Annuity Unit value. Thereafter, the number of
Annuity Units remains unchanged during the period of annuity payments. This
determination is made separately for each Subaccount of the Variable Account.
The number of Annuity Units is determined for each Subaccount and is based upon
the available value in each Subaccount as of the date annuity payments are to
begin. The dollar amount determined for each Subaccount will then be aggregated
for purposes of making payments. The dollar amount of the second and later
variable annuity payments is equal to the number of Annuity Units determined for
each Subaccount times the Annuity Unit value for that Subaccount as of the due
date of the payment. This amount may increase or decrease from month to month.
The value of an Annuity Unit for a Subaccount is determined as shown below, by
subtracting item 2. from item 1. and dividing the result by item 3. and
multiplying the result by a factor to neutralize the assumed net investment
rate, discussed above, of 5% per annum (which is built into the annuity rate
tables below and which is not applicable because the actual net investment rate
is credited instead) where:
1. is the net result of:
a) the assets of the Subaccount attributable to the Annuity Units; plus
or minus
b) the cumulative charge or credit for taxes reserved which is determined
by Us to have resulted from the operation of the Subaccount;
2. is the cumulative unpaid charge for the Mortality and Expense Risk Charge
and for the Administrative Expense Charge, which are shown in the Contract
Schedule; and
3. is the number of Annuity Units outstanding at the end of the Valuation
Period.
The value of an Annuity Unit may increase or decrease from Valuation Period to
Valuation Period.
<PAGE>
- -------------------------------------------------------------------------------
DEATH BENEFIT
DEATH OF THE OWNER - In the event of Your death prior to the Annuity Date, a
death benefit is payable to the Beneficiary. The value of the death benefit will
be determined as of the date We receive proof of death in a form acceptable to
Us. If there has been a change of Owner from one natural person to another
natural person, the death benefit will be the Contract Value unless the change
of ownership results from the election, made by a surviving spouse as designated
Beneficiary to continue the contract. Otherwise, We will pay the death benefit
equal to the greatest of:
1. the total of all Premiums paid reduced proportionally by any surrenders in
the same proportion that the Contract Value was reduced on the date of a
surrender; or
2. the Contract Value; or
3. the greatest Contract Value at any seventh Contract Anniversary reduced
proportionally by any surrenders subsequent to that Contract Anniversary in
the same proportion that the Contract Value was reduced on the date of a
surrender, plus any Premium paid subsequent to that Contract Anniversary.
The amount of the reduction in the death benefit under items 1 and 3 above would
be determined as "A" multiplied by the result of "B" divided by "C" where:
"A" is the death benefit prior to the partial surrender,
"B" is the partial surrender amount, and
"C" is the Contract Value prior to the partial surrender.
Example:
If the death benefit prior to the partial surrender is $50,000, the Contract
Value prior to the partial surrender is $40,000, and a $10,000 partial surrender
is requested, the reduction in the death benefit as of the date of the partial
surrender would be determined as follows
$10,000
$50,000 x ------------- = $12,500
$40,000
The new death benefit would be:
$50,000 - $12,500 = $37,500.
The Beneficiary may elect the death benefit to be paid as follows:
1. payment of the entire death benefit within 5 years of the date of the
Owner's death; or
2. payment over a period not extending beyond the life expectancy of such
designated Beneficiary based on Tables V and VI of section 1.72-9 of the
Income Tax Regulation with distribution beginning within 1 year of the date
of death of the Owner; or
3. if the designated Beneficiary is Your spouse, he/she can continue the
contract in his/her own name.
If no payment option is elected within 60 days of Our receipt of proof of the
Owner's death, a single sum settlement will be made at the end of the sixty (60)
day period following such receipt. Upon payment of the death benefit, this
contract will end.
If the Owner is a person other than the Annuitant, and if the Owner's death
occurs on or after the Annuity Date, no death benefit will be payable under this
contract. Any guaranteed payments remaining unpaid will continue to be paid to
the Annuitant pursuant to the Annuity Option in force at the date of the Owner's
death. If the Owner is not an individual, the Annuitant shall be treated as the
Owner and any change of such first named Annuitant, will be treated as if the
Owner died.
DEATH OF THE ANNUITANT - If the Annuitant is a person other than the Owner, and
if the Annuitant dies before the Annuity Date, a new Annuitant may be named by
the Owner. If no new Annuitant is named within sixty (60) days of Our receipt of
proof of death, the Owner will be the new Annuitant. If the Annuitant dies after
the Annuity Date, the remaining payments, if any, will be as specified in the
Annuity Option elected. We will require proof of the Annuitant's death. Death
benefits, if any, will be paid to the designated Beneficiary at least as rapidly
as under the method of distribution in effect at the Annuitant's death.
<PAGE>
- -------------------------------------------------------------------------------
SURRENDER PROVISIONS
SURRENDER - While this contract is in force and before the Annuity Date, We
will, upon written request, allow the surrender of all or a portion of this
contract for its Surrender Value. Surrenders will result in the cancellation of
Accumulation Units from each applicable Subaccount and the reduction in the
Guaranteed Account in the ratio that the value of each bears to the total
Contract Value. You must specify in writing in advance which units are to be
canceled or what amount is to be taken from the Guaranteed Account if other than
the above mentioned method of cancellation is desired. We will pay the amount of
any surrender within seven (7) days of receipt of a request unless the "Delay of
Payments" provision is in effect.
The Surrender Value will be the Contract Value as of the date of Our receipt of
Your written surrender request, reduced by the sum of:
1. any applicable premium taxes not previously deducted; plus
2. any applicable Contract Maintenance Charge; plus
3. any applicable Surrender Charge.
CALCULATION OF SURRENDER CHARGE - If all or a portion of the Surrender Value is
surrendered, a Surrender Charge will be calculated at the time of each surrender
and will be deducted from the Contract Value. In calculating the Surrender
Charge, Premiums will be allocated at the time of surrender on a first-in,
first-out basis.
The amount of the Surrender Charge is calculated by:
1. reducing the amount to be surrendered by the greater of:
a) the accumulated earnings of this contract (i.e., the Contract Value
minus Premiums which have not been allocated to amounts previously
surrendered); or
b) 10% of all remaining unsurrendered Premiums, decreased by any
surrender made since the last Contract Anniversary; then
2. allocating Premiums to the remaining amount to be surrendered; and
3. multiplying each such allocated Premium by the applicable Percentage of
Premium shown in the Contract Schedule for the period since such Premium
was paid; and
4. adding the products of each multiplication in (3) above.
For a partial surrender, the Surrender Charge will be deducted from the
remaining Contract Value, if sufficient; otherwise it will be deducted from the
amount surrendered. Partial surrenders will be considered in calculation any
death benefit payable under this contract.
- -------------------------------------------------------------------------------
DELAY OF PAYMENTS
We will make any payments under this contract within 7 days (or any shorter
period, if required by law) of a request received in good order. We reserve the
right to suspend or postpone any type of payment from the Variable Account for
any period when:
1. the New York Stock Exchange is closed for other than customary weekend and
holiday closings:
2. trading on the Exchange is restricted;
3. an emergency exists as a result of which it is not reasonably practicable
to dispose of securities held in the Variable Account or determine their
value; or
4. the Securities and Exchange Commission so permits delay for the protection
of security holders.
The applicable rules of the Securities and Exchange Commission will govern
as to whether the conditions in 2. or 3. exist.
We reserve the right to delay any type of payment from the General Account for
up to six (6) months from the date we receive the request for payment.
<PAGE>
<TABLE>
Options On A Fixed Basis
Option 1: Life Income*
Monthly Income per $1,000
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Age Male Female Age Male Female Age Male Female Age Male Female
30 3.16 3.03 44 3.65 3.42 58 4.61 4.18 72 6.84 5.93
31 3.19 3.05 45 3.70 3.46 59 4.71 4.26 73 7.09 6.14
32 3.21 3.07 46 3.75 3.50 60 4.82 4.35 74 7.35 6.36
33 3.24 3.10 47 3.81 3.54 61 4.94 4.44 75 7.63 6.59
34 3.27 3.12 48 3.86 3.59 62 5.06 4.53 76 7.93 6.85
35 3.30 3.14 49 3.92 3.63 63 5.19 4.63 77 8.26 7.13
36 3.33 3.17 50 3.98 3.68 64 5.33 4.74 78 8.60 7.42
37 3.37 3.20 51 4.05 3.73 65 5.48 4.86 79 8.97 7.74
38 3.40 3.22 52 4.12 3.79 66 5.64 4.98 80 9.37 8.09
39 3.44 3.25 53 4.19 3.85 67 5.81 5.11 81 9.79 8.47
40 3.48 3.28 54 4.26 3.91 68 5.99 5.25 82 10.25 8.88
41 3.52 3.32 55 4.34 3.97 69 6.18 5.40 83 10.73 9.32
42 3.56 3.35 56 4.43 4.04 70 6.39 5.56 84 11.25 9.80
43 3.61 3.38 57 4.52 4.11 71 6.61 5.74 85 11.81 10.32
</TABLE>
<TABLE>
Option 2: Life Income with 10 years Payments Guaranteed*
Monthly Income per $1,000
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Age Male Female Age Male Female Age Male Female Age Male Female
30 3.16 3.03 44 3.64 3.42 58 4.55 4.16 72 6.35 5.72
31 3.18 3.05 45 3.69 3.45 59 4.65 4.23 73 6.51 5.88
32 3.21 3.07 46 3.74 3.49 60 4.74 4.31 74 6.68 6.05
33 3.24 3.09 47 3.79 3.54 61 4.85 4.40 75 6.86 6.23
34 3.27 3.12 48 3.84 3.58 62 4.96 4.49 76 7.03 6.42
35 3.30 3.14 49 3.90 3.62 63 5.07 4.58 77 7.21 6.60
36 3.33 3.17 50 3.96 3.67 64 5.19 4.68 78 7.39 6.80
37 3.36 3.19 51 4.02 3.72 65 5.32 4.79 79 7.56 7.00
38 3.40 3.22 52 4.09 3.78 66 5.45 4.90 80 7.74 7.20
39 3.43 3.25 53 4.15 3.83 67 5.58 5.02 81 7.91 7.40
40 3.47 3.28 54 4.23 3.89 68 5.73 5.14 82 8.08 7.61
41 3.51 3.31 55 4.30 3.95 69 5.88 5.28 83 8.25 7.80
42 3.55 3.35 56 4.38 4.02 70 6.03 5.42 84 8.40 8.00
43 3.60 3.38 57 4.46 4.08 71 6.19 5.56 85 8.55 8.19
</TABLE>
<TABLE>
Option 3: Joint (Male and Female) and Last Survivor*
Monthly Income per $1,000
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Female Age - 40 45 50 55 60 65 70 75
Male Age
40 3.13 3.20 3.27 3.32 3.37 3.40 3.43 3.45
45 3.17 3.27 3.36 3.44 3.52 3.57 3.62 3.65
50 3.20 3.32 3.44 3.56 3.67 3.76 3.83 3.89
55 3.23 3.36 3.51 3.67 3.82 3.96 4.08 4.18
60 3.25 3.39 3.57 3.76 3.96 4.17 4.35 4.51
65 3.26 3.42 3.61 3.83 4.08 4.36 4.64 4.89
70 3.27 3.43 3.63 3.88 4.17 4.52 4.90 5.29
75 3.27 3.44 3.65 3.91 4.24 4.64 5.12 5.66
</TABLE>
* Values are based on the 1983 Individual Annuity Mortality Table projected with
scale G to the year 2010 and interest at the rate of 3.00% per annum.
The values shown have not been adjusted for the annual contract maintenance
charge described on pages 3 and 9.
Values not shown are available from Our Administrative Office on request.
<PAGE>
<TABLE>
Options On A Variable Basis
Option 1: Life Income*
Monthly Income per $1,000
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Age Male Female Age Male Female Age Male Female Age Male Female
30 4.47 4.36 44 4.90 4.68 58 5.80 5.37 72 8.02 7.07
31 4.49 4.38 45 4.94 4.71 59 5.90 5.44 73 8.27 7.28
32 4.51 4.39 46 4.99 4.74 60 6.00 5.52 74 8.54 7.50
33 4.54 4.41 47 5.04 4.78 61 6.12 5.61 75 8.82 7.74
34 4.56 4.43 48 5.09 4.82 62 6.24 5.70 76 9.12 8.00
35 4.59 4.45 49 5.14 4.86 63 6.37 5.80 77 9.45 8.28
36 4.61 4.47 50 5.20 4.91 64 6.51 5.90 78 9.80 8.57
37 4.64 4.49 51 5.26 4.95 65 6.65 6.01 79 10.17 8.90
38 4.67 4.51 52 5.33 5.00 66 6.81 6.13 80 10.57 9.25
39 4.70 4.54 53 5.40 5.05 67 6.98 6.26 81 11.00 9.63
40 4.74 4.56 54 5.47 5.11 68 7.17 6.40 82 11.46 10.04
41 4.78 4.59 55 5.54 5.17 69 7.36 6.55 83 11.95 10.49
42 4.81 4.62 56 5.62 5.23 70 7.57 6.71 84 12.47 10.98
43 4.85 4.64 57 5.71 5.30 71 7.79 6.88 85 13.03 11.50
</TABLE>
<TABLE>
Option 2: Life Income with 10 years Payments Guaranteed*
Monthly Income per $1,000
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Age Male Female Age Male Female Age Male Female Age Male Female
30 4.47 4.36 44 4.88 4.67 58 5.72 5.33 72 7.43 6.81
31 4.49 4.38 45 4.92 4.70 59 5.81 5.40 73 7.59 6.97
32 4.51 4.39 46 4.97 4.74 60 5.90 5.48 74 7.75 7.13
33 4.53 4.41 47 5.01 4.77 61 6.00 5.55 75 7.91 7.30
34 4.55 4.43 48 5.06 4.81 62 6.10 5.64 76 8.08 7.48
35 4.58 4.44 49 5.11 4.85 63 6.21 5.73 77 8.24 7.66
36 4.61 4.46 50 5.17 4.89 64 6.32 5.82 78 8.41 7.84
37 4.63 4.49 51 5.22 4.94 65 6.44 5.92 79 8.58 8.03
38 4.66 4.51 52 5.28 4.98 66 6.57 6.03 80 8.74 8.23
39 4.70 4.53 53 5.34 5.03 67 6.70 6.14 81 8.91 8.42
40 4.73 4.56 54 5.41 5.09 68 6.84 6.26 82 9.07 8.61
41 4.76 4.58 55 5.48 5.14 69 6.98 6.39 83 9.22 8.80
42 4.80 4.61 56 5.56 5.20 70 7.12 6.52 84 9.37 8.98
43 4.84 4.64 57 5.63 5.26 71 7.27 6.66 85 9.51 9.16
</TABLE>
<TABLE>
Option 3: Joint (Male and Female) and Last Survivor*
Monthly Income per $1,000
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Female Age - 40 45 50 55 60 65 70 75
Male Age
40 4.41 4.47 4.52 4.57 4.61 4.65 4.68 4.70
45 4.45 4.52 4.60 4.67 4.73 4.79 4.83 4.87
50 4.48 4.57 4.66 4.76 4.86 4.95 5.02 5.08
55 4.50 4.60 4.72 4.86 4.99 5.12 5.24 5.34
60 4.52 4.63 4.78 4.94 5.12 5.31 5.49 5.65
65 4.53 4.66 4.82 5.01 5.23 5.48 5.75 6.00
70 4.54 4.67 4.85 5.06 5.32 5.64 6.00 6.38
75 4.55 4.69 4.87 5.10 5.39 5.77 6.22 6.74
</TABLE>
* Values are based on the 1983 Individual Annuity Mortality Table projected with
scale G to the year 2010 and interest at the rate of 5.00% per annum.
The values shown have not been adjusted for the annual contract maintenance
charge described on pages 3 and 9.
Values not shown are available from Our Administrative Office on request.
EXHIBIT 4(c)
Form of Group Variable Annuity (21GVAN897)
<PAGE>
American International Life Assurance
Company of New York
80 Pine Street
New York, New York 10270
A capital stock company
This Group Contract is a contract between American International Life Assurance
Company of New York ("We", "Us" or "Our") and the Group Contractholder ("You" or
"Your") shown on the Group Contract Schedule.
Subject to the terms of this Group Contract and the certificates We issue to
each Certificateholder, We will provide the benefits described in this Group
Contract. We do this in return for the application of the Group Contractholder,
and any required individual applications for annuity coverage on the
Annuitant(s) and for the payment of the premiums. We will make annuity payments
to the Annuitant as set forth in this certificate beginning on the Annuity Date.
This Group Contract becomes effective at 12:01 A.M. Standard Time on the Group
Contract Effective Date at the address of the Group Contractholder and will
continue in force, in accordance with the applicable provisions, unless
terminated in accordance with its provisions. It and the certificates are
non-participating and are not entitled to share in Our surplus earnings.
CERTIFICATEHOLDER'S RIGHT TO CANCEL THE CERTIFICATE. The certificate may be
returned within 10 days after the Certificateholder receives it. It can be
mailed or delivered to either Us or Our agent. Return of the certificate by mail
is effective as of the date of its postmark, properly addressed and postage
pre-paid. The returned certificate will be treated as if We had never issued it.
We will promptly refund the Certificate Value as of the date of return; this may
be more or less than the Premium paid.
The certificate is a variable annuity certificate. Annuity payments and
Certificate Value may increase or decrease depending on the experience of the
Variable Account identified in the Certificate Schedule.
The assets of the Variable Account must earn a minimum annual rate of 6.4% so
that the dollar amount of the variable annuity payments will not decrease below
the level shown in the Options On A Variable Basis Table on page 15 of the
certificate.
Signed by the Company:
/s/ Elizabeth M. Tuck /s/ RJ O'Connell
Elizabeth M. Tuck RJ O'Connell
Secretary President
GROUP VARIABLE ANNUITY GROUP CONTRACT
Non-Participating
<PAGE>
TABLE OF CONTENTS
PAGE
GROUP CONTRACT CONTRACT SCHEDULE 3
DEFINITIONS 4
GENERAL PROVISIONS 5
CERTIFICATE OWNERSHIP PROVISIONS 6
BENEFICIARY PROVISIONS 6
PREMIUM PROVISIONS 7
VARIABLE ACCOUNT 7
GUARANTEED ACCOUNT 8
TRANSFERS 8
CERTIFICATE CHARGES 9
DOLLAR COST AVERAGING 9
ANNUITY PROVISIONS 10
ANNUITY OPTIONS 10
DEATH BENEFIT 12
SURRENDER PROVISIONS 13
DELAY OF PAYMENTS 13
FIXED OPTIONS TABLE 14
VARIABLE OPTIONS TABLE 15
<PAGE>
- ------------------------------------------------------------------------------
DEFINITIONS
ACCUMULATION UNIT - An accounting unit of measure used to calculate the
Certificate Value prior to the Annuity Date.
ADMINISTRATIVE OFFICE - The Annuity Service Office of the Company as designated
on the Group Contract Schedule and Certificate Schedule.
ANNUITANT - The person designated by the Certificateholder upon whose
continuation of life any annuity payment involving life contingencies depends.
ANNUITY DATE - The date on which annuity payments are to commence.
ANNUITY OPTION - An arrangement under which annuity payments are made under the
certificate.
ANNUITY UNIT - An accounting unit of measure used to calculate annuity payments
after the Annuity Date.
CERTIFICATE ANNIVERSARY - An anniversary of the Effective Date of the
certificate.
CERTIFICATE VALUE - The dollar value as of any Valuation Date of all amounts
accumulated under the certificate.
CERTIFICATE YEAR - Each period of twelve (12) months commencing with the
Effective Date of the certificate.
CERTIFICATEHOLDER - The Owner of the certificate as named in the Certificate
Schedule, unless changed, and has all rights under this certificate.
EFFECTIVE DATE - The date shown on the Certificate Schedule on which the first
Certificate Year begins.
ELIGIBLE PERSONS - Persons eligible to become Certificateholders under this
Group Contract. They are described as Eligible Persons on the Group Contract
Schedule.
ELIGIBLE INVESTMENT(S) - Those investments available under the certificate.
Eligible Investments, at the time this certificate is issued, are shown in the
application for this certificate .
GUARANTEED ACCOUNT - A part of Our General Account which earns a Guaranteed Rate
of interest.
PREMIUM - Purchase payments are referred to in the certificate as Premiums.
SUBACCOUNT - A division of the Variable Account established to invest in a
particular portfolio of Eligible Investments.
VALUATION DATE - Each day that the New York Stock Exchange is open for trading.
VALUATION PERIOD - The period between the close of business of the New York
Stock Exchange on any Valuation Date and the close of business for the next
succeeding Valuation Date.
VARIABLE ACCOUNT - The Separate Account designated on the Certificate Schedule.
WE, OUR, US - American International Life Assurance Company of New York .
YOU, YOUR - The Owner of this Group Contract.
<PAGE>
GENERAL PROVISIONS
ENTIRE CONTRACT - The entire contract consists of this Group Contract, the
certificates, the Group Contractholder's application, each Certificateholder's
application for coverage under this Group Contract, and any attached riders,
endorsements or amendments.
We rely on the Group Contractholder's application to issue this Group Contract
and the individual applications, if any, to issue certificates providing annuity
coverage on each Annuitant. Statements made by the Group Contractholder or any
Annuitant or Certificateholder are deemed to be representations and not
warranties. No such statement will be used to contest this Group Contract, a
certificate or a claim unless a copy of the instrument is furnished to the
person making the statement or to his/her beneficiary.
CERTIFICATES - We will issue a certificate to each Certificateholder describing
the coverage under this Group Contract. The certificate will describe the
benefits of this Group Contract, to whom the benefits will be paid, and the
limitations and conditions that apply.
CHANGING THIS GROUP CONTRACT OR A CERTIFICATE - This Group Contract or a
certificate may only be changed, in writing, by one of our executive officers.
No other person, including an agent, has any authority to change or reinstate
this Group Contract or a certificate, or extend the time for paying a premium.
MODIFICATION OF GROUP CONTRACT OR CERTIFICATE - This Group Contract or the
certificate may not be modified by Us, without Your consent and the consent of
the Certificateholder for the certificate except as may be required by
applicable law. If the state insurance laws or regulations, the federal
securities or tax laws or regulations, or any regulations under which this
certificate would qualify as an annuity change, We may amend the form(s) to
comply with these changes.
NON-PARTICIPATION IN SURPLUS - This contract and each certificate is
non-participating and does not share in any distribution of Our profits or
surplus.
INCONTESTABILITY - Certificates are not contestable.
MISSTATEMENT OF AGE OR SEX - We will require proof of age and sex of the
Annuitant before making any life annuity payment provided for by the
certificate. If the age or sex of the Annuitant has been misstated, the amount
payable will be the amount that the Certificate Value would have provided at the
true age or sex.
Once annuity payments have begun, any underpayments will be made up in one sum
including interest at the annual rate of 3%, unless a higher interest rate is
required by the law of the jurisdiction where this certificate is delivered,
with the next annuity payment. Overpayments including interest at the annual
rate of 3%, unless a higher interest rate is required by the law of the
jurisdiction where this certificate is delivered, will be deducted from the
future annuity payments until the total is repaid.
CERTIFICATE SETTLEMENT - The certificate must be returned to Us upon settlement
as a death claim. Prior to any settlement as a death claim, due proof of death
must be submitted to Us.
REPORTS - We will furnish each Certificateholder with a report showing the
Certificate Value, Cash Surrender Value and Death Benefit at least once each
calendar year. We will also furnish an annual report of the Variable Account.
These reports will be sent to the Certificateholder's last known address.
TAXES - Any taxes paid to any governmental entity will be charged against the
Premiums or the Certificate Value, depending upon the Certificateholder's state
of residence. We may, at Our sole discretion, pay taxes when due and deduct that
amount from the Certificate Value at a later date. Our payment of such taxes at
an earlier date does not waive any right We may have to deduct amounts at a
later date.
EVIDENCE OF SURVIVAL - Where any benefits under the certificate are contingent
upon the recipient being alive on a given date, We will require proof
satisfactory to Us that the condition has been met.
PROTECTION OF PROCEEDS - No Beneficiary or payee may commute, or assign any
payments under this certificate before they are due. To the extent permitted by
law, no payments will be subject to the debts of any Beneficiary or payee nor to
any judicial process for payment of those debts.
MINIMUM BENEFITS - Any paid-up annuity, cash surrender or death benefit that may
be available under the certificate is not less than the minimum benefits
required by statute in the jurisdiction in which this certificate is delivered.
CONTINUATION OF CERTIFICATE COVERAGE - It this Group Contract should terminate,
coverage may be continued under the certificate by the timely payment of
premiums directly to our Administrative Office or to one of our agents.
REQUIRED DATA - You must give Us data that We need to administer this Group
Contract.
EXAMINATION OF RECORDS - We have the right to examine all records of the Group
Contractholder that pertain to the benefits provided by this Group Contract.
CONTINUATION OF THIS GROUP CONTRACT - This Group Contract will continue in
force, subject to the Group Contract Termination provision.
CONFORMITY WITH STATE STATUTES - Any provision of this Group Contract that, on
the Group Contract Effective Date, conflicts with state laws of the governing
jurisdiction is changed by endorsement to meet the minimum requirements of those
laws, and will be filed with the Insurance Authority in the governing
jurisdiction.
CLERICAL ERROR - Clerical error will not void any certificate issued under this
Group Contract which is otherwise validly in force, nor will it keep in force
any certificate that otherwise would not.
CERTIFICATE PROVISIONS MADE PART OF THIS GROUP CONTRACT - A copy of the
certificates, riders and endorsements is added to and made part of this Group
Contract.
<PAGE>
CERTIFICATE OWNERSHIP PROVISIONS
CERTIFICATE - The Owner of the Certificate is the Certificateholder named in the
Certificate Schedule.
The Certificateholder may exercise all the rights of the certificate, subject to
the rights of:
1. any assignee under an assignment filed with Our Administrative Office; and
2. any irrevocably named Beneficiary.
TRANSFER OF OWNERSHIP - The Certificateholder may transfer Ownership of his/her
certificate. A written request, dated and signed by Certificateholder, must be
sent to and received by Our Administrative Office. We may require the
certificate for endorsement. The transfer will take effect as of the date the
request was received and recorded at Our Administrative Office.
Transfer of Ownership does not change the Beneficiary, nor transfer the
Beneficiary's interest. Any change or transfer of Ownership is subject to any
payment made by Us before the request is received and recorded at Our
Administrative Office.
ASSIGNMENT - The Certificateholder may assign his/her certificate. A copy of any
assignment must be filed with Our Administrative Office. We are not responsible
for the validity of any assignment. If the Certificateholder assigns his/her
certificate, his/her rights and those of any revocably-named person will be
subject to the assignment. An assignment will not affect any payments We may
make or actions We may take before such assignment has been recorded at Our
Administrative Office.
A change in ownership or an assignment may result in adverse tax consequences.
<PAGE>
BENEFICIARY PROVISIONS
BENEFICIARY - The Beneficiary will receive the death benefit. The Beneficiary is
named in the Certificate Schedule.
DEATH OF BENEFICIARY - If no named beneficiary is living at the time a death
benefit becomes payable we will pay the death benefit to Certificateholder's
estate.
CHANGE OF BENEFICIARY - To change a beneficiary, a written request for a change
of beneficiary, dated and signed by the Certificateholder, must be received at
Our Administrative Office. If the request is received at Our Administrative
Office after the death of the Certificateholder, it will be effective only if no
payment has been made. After the change is recorded, it will take effect as of
the date the request was signed.
PREMIUM PROVISIONS
PREMIUM - All premiums are payable in advance to Us. The Initial Premium is due
on or before the certificate's Effective Date. Thereafter, Premium payments may
be made at any time prior to the Annuity Date, in an amount equal to or greater
than the Minimum Subsequent Premium amount, shown on the Certificate Schedule
page.
ALLOCATION OF PREMIUM PAYMENTS - Premiums may be allocated to one or more of the
Subaccounts of the Variable Account or to the Guaranteed Account. Whole
percentages must be used. The allocation of the Initial Premium is shown on the
Certificate Schedule. The Certificateholder may change the allocation by written
request at any time. Any subsequent Premium received will be allocated in
accordance with the most recently received allocation instructions.
VARIABLE ACCOUNT
GENERAL DESCRIPTION - The name of the Variable Account is shown in the
Certificate Schedule. The assets of the Variable Account and each Subaccount are
Our property but are not chargeable with the liabilities arising out of any
other business We may conduct, except to the extent that Variable Account assets
exceed Variable Account liabilities arising under the contracts or certificates
supported by the Variable Account. The Variable Account and each Subaccount is
separate from the Our General Account and any other separate account or
Subaccount We may have.
INVESTMENT ALLOCATIONS TO THE VARIABLE ACCOUNT - The Variable Account consists
of Subaccounts and each Subaccount may invest its assets in a separate class of
shares of a designated investment company or companies.
We have the right to change, add or delete designated investment companies. We
have the right to add or remove Subaccounts. We also have the right to combine
any two or more Subaccounts.
VALUATION OF ASSETS - Assets within each Subaccount will be valued at their net
asset value on each Valuation Date.
CERTIFICATE VALUE - Premiums are allocated among the various Subaccounts within
the Variable Account. For each Subaccount, the Premiums are converted into
Accumulation Units. The number of Accumulation Units credited to the certificate
is determined by dividing the Premiums allocated to the Subaccount by the value
of the Accumulation Unit for the Subaccount. Surrenders will result in the
cancellation of Accumulation Units. The value of the certificate is the sum of
the values for the certificate within each Subaccount and the Guaranteed
Account. The value of each Subaccount is determined by multiplying the number of
Accumulation Units attributable to the Subaccount by the Accumulation Unit value
for the Subaccount, independent of the value of any other Subaccount.
ACCUMULATION UNIT VALUES - The value of an Accumulation Unit will vary in
accordance with the investment experience of the underlying portfolio in which
the Subaccount invests.. The value of Accumulation Units in each Subaccount will
change daily to reflect the investment experience of the corresponding
underlying portfolio as well as the daily deduction of the Certificate Charges.
The value of an Accumulation Unit for a Subaccount is determined as shown below,
by subtracting item 2. from item 1.
and dividing the result by item 3, where
1. is the net result of:
a) the assets of the Subaccount attributable to the Accumulation Units;
plus or minus
b) the cumulative charge or credit for taxes reserved which is determined
by Us to have resulted from the operation of the Subaccount;
2. is the cumulative unpaid charge for the Mortality and Expense Risk Charge
and for the Administrative Expense Charge, which are shown in the
Certificate Schedule; and
3. is the number of Accumulation Units outstanding at the end of the Valuation
Period.
The value of Accumulation Units is expected to increase or decrease from
Valuation Period to Valuation Period. The number of Accumulation Units credited
to a certificate will not change as a result of any fluctuations in the value of
an Accumulation Unit.
<PAGE>
GUARANTEED ACCOUNT
GENERAL DESCRIPTION - The Guaranteed Account is a part of Our General Account.
The amount the Certificateholder has in the Guaranteed Account at any time is a
result of Premiums that the Certificateholder has allocated to it or any part of
his/her Certificate Value he/she has transferred to it.
GUARANTEE PERIOD - The portion of the Certificateholder's Certificate Value
within the Guaranteed Account is credited with interest at rates guaranteed by
Us for the Guarantee Period of one year. Interest is credited on a daily basis
at the then applicable effective guaranteed interest rate for the Guarantee
Period. If the Certificateholder has allocated any part of his/her Initial
Premium to the Guaranteed Account, the amount allocated is shown on the
Certificate Schedule.
The guaranteed interest rate applicable to an allocation of Premium or transfer
of Certificate Value to the Guarantee Period is the rate in effect for that
Guarantee Period at the time of the allocation or transfer. If the
Certificateholder has allocated or transferred amounts at different times to the
Guaranteed Account, each allocation or transfer may have a unique effective
guaranteed interest rate associated with that amount. We guarantee that the
effective annual rate of interest for the Guaranteed Account will not be less
than 3%.
<PAGE>
TRANSFERS
During the Accumulation Period, or after the Annuity Date, provided a variable
Annuity Option was selected, the Certificateholder may transfer all or part of
his/her interest, in a Subaccount, or allocated to the Guaranteed Account, to
another Subaccount or to the Guaranteed Account. However, after the Annuity Date
no transfers may be made between a Subaccount and the Guaranteed Account. The
Transfer Fee is shown on the Certificate Schedule.
All transfers are subject to the following:
1. The deduction of any Transfer Fee that may be imposed is shown in the
Certificate Schedule. The Transfer Fee will be deducted from the amount
which is transferred. However, no Transfer Fee will be imposed on transfers
resulting from the expiration of a Guarantee Period.
2. If We have not received transfer instructions prior to the end of a
Guarantee Period in which the Certificateholder has Certificate Value, We
will automatically transfer it to a new Guarantee Period and under the same
restrictions as if he/she had requested such transfer.
3. The minimum amount which may be transferred is the lesser of (A) $1,000 or
(B) the Certificateholder's entire interest in the Subaccount or in the
amount allocated to the Guarantee Period of the Guaranteed Account.
4. No partial transfer will be made if, as a result of such transfer, the
Certificateholder's remaining Certificate Value in the Subaccount or in the
amount allocated to the Guarantee Period of the Guaranteed Account would be
less than $1,000.
5. Transfers will be effected during the Valuation Period next following
receipt by Us of a written transfer request containing all required
information. However, no transfer may be made effective within seven
calendar days of the date on which any annuity payment is due.
6. Any transfer request must clearly specify:
a. the amount which is to be transferred; and
b. the Subaccounts or Guarantee Periods of the Guaranteed Account which are
to be affected.
7. After the Annuity Date, transfers may not take place between a fixed Annuity
Option and a variable Annuity Option.
<PAGE>
CERTIFICATE CHARGES
MORTALITY AND EXPENSE RISK CHARGE - We deduct a Mortality And Expense Risk
Charge equal, on an annual basis, to the amount shown on the Certificate
Schedule. We guarantee that the dollar amount of each annuity payment after the
first will not be affected by variations in mortality or expense experience.
ADMINISTRATIVE EXPENSE CHARGE - We deduct an Administrative Expense Charge
equal, on an annual basis, to the amount shown on the Certificate Schedule. The
Administrative Expense Charge compensates Us for some of the costs associated
with the administration of this certificate and the Variable Account.
CERTIFICATE MAINTENANCE CHARGE - We deduct an annual Certificate Maintenance
Charge shown on the Certificate Schedule. The Certificate Maintenance Charge
will be deducted from the Certificate Value on each Certificate Anniversary
while this certificate is in force. Prior to the Annuity Date, the Certificate
Maintenance Charge will be deducted from the Certificate Value by canceling
Accumulation Units. The number of Accumulation Units to be canceled from each
applicable Subaccount will be in the ratio that the value of each Subaccount
bears to the total Certificate Value.
If this certificate is surrendered for its full Surrender Value on other than a
Certificate Anniversary, the full Certificate Maintenance Charge due on the next
Certificate Anniversary will be deducted at the time of surrender.
On and after the Annuity Date, the Certificate Maintenance Charge will be
pro-rated and collected on a monthly basis and this will result in a reduction
of the variable portion of the monthly annuity payments.
<PAGE>
DOLLAR COST AVERAGING - Using Our Dollar Cost Averaging Plan Request Form, the
Certificateholder may elect automatic monthly transfers from the Money Market
Subaccount or Guaranteed Account into Subaccounts for a specified dollar amount
or specified number of months in accordance with the following:
1. the allocation to the Subaccounts will be based on the Premium
allocation that is in effect at the time of each
transfer;
2. if the Certificateholder elects Dollar Cost Averaging in conjunction
with his/her application for this certificate, the automatic transfers
will begin on the first Monthly Anniversary following the end of the
period described in the Right To Cancel This Certificate provision in
the first page allowing for the return of the certificate.
3. if the Certificateholder elects Dollar Cost Averaging after this
certificate has been issued, the automatic transfers will begin on the
second Monthly Anniversary following Our receipt of his/her election
4. this option may be elected at any time provided there is a minimum
balance of $12,000 in the Money Market Subaccount or Guaranteed
Account;
5. all Premiums received after the date Dollar Cost Averaging is elected
will be applied to the Money Market Subaccount or Guaranteed Account
for the purpose of Dollar Cost Averaging.
If the Certificateholder elects to transfer a specific dollar amount each month,
automatic transfers will continue until his/her Money Market Subaccount or
Guaranteed Account is depleted. If he/she elects to transfer based on a specific
number of months, each month We will transfer a fraction of the balance in the
Money Market Fund or Guaranteed Account equal to one divided by the number of
months remaining in the period. For example, if she/he elects to transfer over a
12 month period, the first transfer will be 1/12th of the balance in the Money
Market Fund or Guaranteed Account, the second transfer will be 1/11th of the
balance, the third transfer will be 1/10th of the balance and so on until the
end of the requested period.
Automatic monthly transfers will continue until one of the following conditions
occur:
1. the balance in the Money Market subaccount or Guaranteed Account is
depleted;
2. We receive the Certificateholder's written request to cancel future
transfers;
3. We receive notification of the death of the Certificateholder;
4. this certificate lapses.
<PAGE>
ANNUITY PROVISIONS
CHANGE IN ANNUITY DATE - The Certificateholder may, upon at least thirty (30)
days prior written notice to Us, at any time prior to the Annuity Date, change
the Annuity Date shown on the Certificate Schedule. The Annuity Date must always
be the first day of a calendar month.
Unless We approve otherwise, the new Annuity Date must be at least one year
after the Effective Date of the certificate. The latest Annuity Date is the
first day of the first calendar month following the Annuitant's 90th birthday or
such earlier date as may be set by applicable law.
ANNUITY OPTIONS
SELECTION OF ANNUITY OPTION - If the Annuitant is alive on the Annuity Date, We
will apply the Certificate Value to provide an income on the basis of a life
income with 10 years guaranteed, unless another annuity option has been
selected. The Certificateholder may however, upon at least thirty (30) days
prior written notice to Us, at any time prior to the Annuity Date, select and/or
change the Annuity Option. The Annuity Option he/she selects may be on a fixed
or variable basis, or a combination thereof. If, at the time of election of an
Annuity Option, We are using more favorable rates, they will be used in lieu of
those here guaranteed. We may also make available other options.
OPTION 1 - LIFE INCOME. Monthly annuity payments are paid during the life of an
Annuitant ceasing with the last Annuity Payment due prior to the Annuitant's
death.
OPTION 2 - LIFE INCOME WITH 10 YEAR GUARANTEE. Monthly annuity payments are paid
during the life of an Annuitant, but at least for a 10 year minimum period.
OPTION 3 - JOINT AND LAST SURVIVOR ANNUITY. Monthly annuity payments are paid
during the joint lifetime of the Annuitant and a designated second person and
are paid thereafter during the remaining lifetime of the survivor ceasing with
the last annuity payment due prior to the survivor's death.
<PAGE>
FIXED OPTIONS
The amount of each fixed annuity payment is determined by multiplying the
available Certificate Value (after the deduction of any premium taxes not
previously deducted) by the factor in the Fixed Option Table for the option
chosen, using the age and sex of the Annuitant and Joint Annuitant, if any,
divided by 1,000. The tables are determined from the 1983 Individual Annuity
Mortality Table with interest at the rate of 3% per annum. If, when annuity
payments are elected, We are using tables of annuity rates for these contracts
which result in larger annuity payments, We will use those tables instead. The
annuity payments, determined at the time of their election, will not be less
than payments that would be provided by the application of the Certificate Value
to an immediate annuity then offered by Us at the time of election, for the same
class of annuitants.
VARIABLE OPTIONS
The amount of the first variable annuity payment depends on the Annuity Option
elected and the age and sex of the Annuitant. This certificate contains a
Variable Options Table indicating the dollar amount of the first monthly payment
under each optional annuity form for each $1,000 of value applied. The tables
are determined from the 1983 Individual Annuity Mortality Table with interest at
the rate of 5% per annum. If, when annuity payments are elected, We are using
tables of annuity rates for these contracts which result in larger annuity
payments, We will use those tables instead.
The 5% interest rate assumed in the annuity tables would produce level annuity
payments if the net investment rate remained constant at 5% per year. Subsequent
payments will be less than, equal to, or greater than the first payment
depending upon whether the actual net investment rate is less than, equal to, or
greater than 5%.
The dollar amount of the first variable annuity payment is determined by
applying the available Certificate Value (after deduction of any premium taxes
not previously deducted) to the table using the age and sex of the Annuitant and
any joint Annuitant. The number of Annuity Units is then determined by dividing
this dollar amount by the then current Annuity Unit value. Thereafter, the
number of Annuity Units remains unchanged during the period of annuity payments.
This determination is made separately for each Subaccount of the Variable
Account. The number of Annuity Units is determined for each Subaccount and is
based upon the available value in each Subaccount as of the date annuity
payments are to begin. The dollar amount determined for each Subaccount will
then be aggregated for purposes of making payments. The dollar amount of the
second and later variable annuity payments is equal to the number of Annuity
Units determined for each Subaccount times the Annuity Unit value for that
Subaccount as of the due date of the payment. This amount may increase or
decrease from month to month. The value of an Annuity Unit for a Subaccount is
determined as shown below, by subtracting item 2. from item 1. and dividing the
result by item 3. and multiplying the result by a factor to neutralize the
assumed net investment rate, discussed above, of 5% per annum (which is built
into the annuity rate tables below and which is not applicable because the
actual net investment rate is credited instead) where:
1. is the net result of:
a) the assets of the Subaccount attributable to the Annuity Units; plus
or minus
b) the cumulative charge or credit for taxes reserved which is determined
by Us to have resulted from the operation of the Subaccount;
2. is the cumulative unpaid charge for the Mortality and Expense Risk Charge
and for the Administrative Expense Charge, which are shown in the
Certificate Schedule; and
3. is the number of Annuity Units outstanding at the end of the Valuation
Period.
The value of an Annuity Unit may increase or decrease from Valuation Period to
Valuation Period.
<PAGE>
DEATH BENEFIT
CERTIFICATEHOLDER'S DEATH - In the event of the Certificateholder's death prior
to the Annuity Date, a death benefit is payable to the Beneficiary. The value of
the death benefit will be determined as of the date We receive proof of death in
a form acceptable to Us. If there has been a change of Certificateholder from
one natural person to another natural person, the death benefit will be the
Certificate Value unless the change of ownership results from the election, made
by a surviving spouse as designated Beneficiary to continue the certificate.
Otherwise, We will pay the death benefit equal to the greatest of:
1. the total of all Premiums paid reduced proportionally by any surrenders in
the same proportion that the Certificate Value was reduced on the date of a
surrender; or
2. the Certificate Value; or
3. the greatest Certificate Value at any seventh Certificate Anniversary
reduced proportionally by any surrenders subsequent to that Certificate
Anniversary in the same proportion that the Certificate Value was reduced
on the date of a surrender, plus any Premium paid subsequent to that
Certificate Anniversary.
The amount of the reduction in the death benefit under items 1 and 3 above would
be determined as "A" multiplied by the result of "B" divided by "C" where:
"A" is the death benefit prior to the partial surrender, "B" is the partial
surrender amount, and "C" is the Certificate Value prior to the partial
surrender.
Example: If the death benefit prior to the partial surrender is $50,000, the
Certificate Value prior to the partial surrender is $40,000, and a $10,000
partial surrender is requested, the reduction in the death benefit as of the
date of the partial surrender would be determined as
follows:
$10,000
$50,000 x ------------- = $12,500
$40,000
The Beneficiary may elect the death benefit to be paid as follows:
1. payment of the entire death benefit within 5 years of the date of the
Certificateholder's death; or
2. payment over a period not extending beyond the life expectancy of such
designated Beneficiary based on Tables V and VI of section 1.72-9 of the
Income Tax Regulation with distribution beginning within 1 year of the date
of death of the Certificateholder; or
3. if the designated Beneficiary is Certificateholder's spouse, he/she can
continue the certificate in his/her own name.
If no payment option is elected within 60 days of Our receipt of proof of the
Certificateholder's death, a single sum settlement will be made at the end of
the sixty (60) day period following such receipt. Upon payment of the death
benefit, this certificate will end.
If the Certificateholder is a person other than the Annuitant, and if the
his/her death occurs on or after the Annuity Date, no death benefit will be
payable under this certificate. Any guaranteed payments remaining unpaid will
continue to be paid to the Annuitant pursuant to the Annuity Option in force at
the date of the his/her death. If the Certificateholder is not an individual,
the Annuitant shall be treated as the Certificateholder and any change of such
first named Annuitant, will be treated as if the Certificateholder died.
DEATH OF THE ANNUITANT - If the Annuitant is a person other than the
Certificateholder, and if the Annuitant dies before the Annuity Date, a new
Annuitant may be named by the Certificateholder. If no new Annuitant is named
within sixty (60) days of Our receipt of proof of death, the Certificateholder
will be the new Annuitant. If the Annuitant dies after the Annuity Date, the
remaining payments, if any, will be as specified in the Annuity Option elected.
We will require proof of the Annuitant's death. Death benefits, if any, will be
paid to the designated Beneficiary at least as rapidly as under the method of
distribution in effect at the Annuitant's death.
<PAGE>
The new death benefit would be:
$50,000 - $12,500 = $37,500
SURRENDER PROVISIONS
SURRENDER - While this certificate is in force and before the Annuity Date, We
will, upon written request, allow the surrender of all or a portion of this
certificate for its Surrender Value. Surrenders will result in the cancellation
of Accumulation Units from each applicable Subaccount and the reduction in the
Guaranteed Account in the ratio that the value of each bears to the total
Certificate Value. The Certificateholder must specify in writing in advance
which units are to be canceled if other than the above mentioned method of
cancellation is desired. We will pay the amount of any surrender within seven
(7) days of receipt of a request unless the "Delay of Payments" provision is in
effect.
The Surrender Value will be the Certificate Value as of the date of Our receipt
of the Certificateholder's written surrender request, reduced by the sum of:
1. any applicable premium taxes not previously deducted; plus
2. any applicable Certificate Maintenance Charge; plus
3. any applicable Surrender Charge.
CALCULATION OF SURRENDER CHARGE - If all or a portion of the Surrender Value is
surrendered, a Surrender Charge will be calculated at the time of each surrender
and will be deducted from the Certificate Value. In calculating the Surrender
Charge, Premiums will be allocated at the time of surrender on a first-in,
first-out basis.
The amount of the Surrender Charge is calculated by:
1. reducing the amount to be surrendered by the greater of:
a) the accumulated earnings of this certificate (i.e., the Certificate
Value minus Premiums which have not been allocated to amounts
previously surrendered); or
b) 10% of all remaining unsurrendered Premiums, decreased by any surrender
made since the last Certificate Anniversary; then
2. allocating Premiums to the remaining amount to be surrendered; and
3. multiplying each such allocated Premium by the applicable Percentage of
Premium shown in the Certificate Schedule for the period since such Premium
was paid; and
4. adding the products of each multiplication in (3) above.
For a partial surrender, the Surrender Charge will be deducted from the
remaining Certificate Value, if sufficient; otherwise it will be deducted from
the amount surrendered. Partial surrenders will be considered in calculating any
death benefit payable under this certificate.
<PAGE>
- -------------------------------------------------------------------------------
DELAY OF PAYMENTS
We will make any payments under this certificate within 7 days (or any shorter
period, if required by law) of a request received in good order. We reserve the
right to suspend or postpone any type of payment from the Variable Account for
any period when:
1. the New York Stock Exchange is closed for other than customary weekend and
holiday closings:
2. trading on the Exchange is restricted;
3. an emergency exists as a result of which it is not reasonably practicable
to dispose of securities held in the Variable Account or determine their
value; or
4. the Securities and Exchange Commission so permits delay for the protection
of security holders.
The applicable rules of the Securities and Exchange Commission will govern as to
whether the conditions in 2. or 3. exist.
We reserve the right to delay any type of payment from the General Account for
up to six (6) months from the date we receive the request for payment.
<PAGE>
<TABLE>
Options On A Fixed Basis
Option 1: Life Income*
Monthly Income per $1,000
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Age Male Female Age Male Female Age Male Female Age Male Female
30 3.16 3.03 44 3.65 3.42 58 4.61 4.18 72 6.84 5.93
31 3.19 3.05 45 3.70 3.46 59 4.71 4.26 73 7.09 6.14
32 3.21 3.07 46 3.75 3.50 60 4.82 4.35 74 7.35 6.36
33 3.24 3.10 47 3.81 3.54 61 4.94 4.44 75 7.63 6.59
34 3.27 3.12 48 3.86 3.59 62 5.06 4.53 76 7.93 6.85
35 3.30 3.14 49 3.92 3.63 63 5.19 4.63 77 8.26 7.13
36 3.33 3.17 50 3.98 3.68 64 5.33 4.74 78 8.60 7.42
37 3.37 3.20 51 4.05 3.73 65 5.48 4.86 79 8.97 7.74
38 3.40 3.22 52 4.12 3.79 66 5.64 4.98 80 9.37 8.09
39 3.44 3.25 53 4.19 3.85 67 5.81 5.11 81 9.79 8.47
40 3.48 3.28 54 4.26 3.91 68 5.99 5.25 82 10.25 8.88
41 3.52 3.32 55 4.34 3.97 69 6.18 5.40 83 10.73 9.32
42 3.56 3.35 56 4.43 4.04 70 6.39 5.56 84 11.25 9.80
43 3.61 3.38 57 4.52 4.11 71 6.61 5.74 85 11.81 10.32
</TABLE>
<TABLE>
Option 2: Life Income with 10 years Payments Guaranteed*
Monthly Income per $1,000
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Age Male Female Age Male Female Age Male Female Age Male Female
30 3.16 3.03 44 3.64 3.42 58 4.55 4.16 72 6.35 5.72
31 3.18 3.05 45 3.69 3.45 59 4.65 4.23 73 6.51 5.88
32 3.21 3.07 46 3.74 3.49 60 4.74 4.31 74 6.68 6.05
33 3.24 3.09 47 3.79 3.54 61 4.85 4.40 75 6.86 6.23
34 3.27 3.12 48 3.84 3.58 62 4.96 4.49 76 7.03 6.42
35 3.30 3.14 49 3.90 3.62 63 5.07 4.58 77 7.21 6.60
36 3.33 3.17 50 3.96 3.67 64 5.19 4.68 78 7.39 6.80
37 3.36 3.19 51 4.02 3.72 65 5.32 4.79 79 7.56 7.00
38 3.40 3.22 52 4.09 3.78 66 5.45 4.90 80 7.74 7.20
39 3.43 3.25 53 4.15 3.83 67 5.58 5.02 81 7.91 7.40
40 3.47 3.28 54 4.23 3.89 68 5.73 5.14 82 8.08 7.61
41 3.51 3.31 55 4.30 3.95 69 5.88 5.28 83 8.25 7.80
42 3.55 3.35 56 4.38 4.02 70 6.03 5.42 84 8.40 8.00
43 3.60 3.38 57 4.46 4.08 71 6.19 5.56 85 8.55 8.19
</TABLE>
<TABLE>
Option 3: Joint (Male and Female) and Last Survivor*
Monthly Income per $1,000
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Female Age - 40 45 50 55 60 65 70 75
Male Age
40 3.13 3.20 3.27 3.32 3.37 3.40 3.43 3.45
45 3.17 3.27 3.36 3.44 3.52 3.57 3.62 3.65
50 3.20 3.32 3.44 3.56 3.67 3.76 3.83 3.89
55 3.23 3.36 3.51 3.67 3.82 3.96 4.08 4.18
60 3.25 3.39 3.57 3.76 3.96 4.17 4.35 4.51
65 3.26 3.42 3.61 3.83 4.08 4.36 4.64 4.89
70 3.27 3.43 3.63 3.88 4.17 4.52 4.90 5.29
75 3.27 3.44 3.65 3.91 4.24 4.64 5.12 5.66
</TABLE>
* Values are based on the 1983 IAM Table projected with Scale G to the year
2010, with interest at 3.00%. The values shown have not been adjusted for
the annual certificate maintenance charge described on pages 3 and 9.
Values not shown are available from Our Administrative Office on request.
<PAGE>
<TABLE>
Options On A Variable Basis
Option 1: Life Income*
Monthly Income per $1,000
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Age Male Female Age Male Female Age Male Female Age Male Female
30 4.47 4.36 44 4.90 4.68 58 5.80 5.37 72 8.02 7.07
31 4.49 4.38 45 4.94 4.71 59 5.90 5.44 73 8.27 7.28
32 4.51 4.39 46 4.99 4.74 60 6.00 5.52 74 8.54 7.50
33 4.54 4.41 47 5.04 4.78 61 6.12 5.61 75 8.82 7.74
34 4.56 4.43 48 5.09 4.82 62 6.24 5.70 76 9.12 8.00
35 4.59 4.45 49 5.14 4.86 63 6.37 5.80 77 9.45 8.28
36 4.61 4.47 50 5.20 4.91 64 6.51 5.90 78 9.80 8.57
37 4.64 4.49 51 5.26 4.95 65 6.65 6.01 79 10.17 8.90
38 4.67 4.51 52 5.33 5.00 66 6.81 6.13 80 10.57 9.25
39 4.70 4.54 53 5.40 5.05 67 6.98 6.26 81 11.00 9.63
40 4.74 4.56 54 5.47 5.11 68 7.17 6.40 82 11.46 10.04
41 4.78 4.59 55 5.54 5.17 69 7.36 6.55 83 11.95 10.49
42 4.81 4.62 56 5.62 5.23 70 7.57 6.71 84 12.47 10.98
43 4.85 4.64 57 5.71 5.30 71 7.79 6.88 85 13.03 11.50
</TABLE>
<TABLE>
Option 2: Life Income with 10 years Payments Guaranteed*
Monthly Income per $1,000
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Age Male Female Age Male Female Age Male Female Age Male Female
30 4.47 4.36 44 4.88 4.67 58 5.72 5.33 72 7.43 6.81
31 4.49 4.38 45 4.92 4.70 59 5.81 5.40 73 7.59 6.97
32 4.51 4.39 46 4.97 4.74 60 5.90 5.48 74 7.75 7.13
33 4.53 4.41 47 5.01 4.77 61 6.00 5.55 75 7.91 7.30
34 4.55 4.43 48 5.06 4.81 62 6.10 5.64 76 8.08 7.48
35 4.58 4.44 49 5.11 4.85 63 6.21 5.73 77 8.24 7.66
36 4.61 4.46 50 5.17 4.89 64 6.32 5.82 78 8.41 7.84
37 4.63 4.49 51 5.22 4.94 65 6.44 5.92 79 8.58 8.03
38 4.66 4.51 52 5.28 4.98 66 6.57 6.03 80 8.74 8.23
39 4.70 4.53 53 5.34 5.03 67 6.70 6.14 81 8.91 8.42
40 4.73 4.56 54 5.41 5.09 68 6.84 6.26 82 9.07 8.61
41 4.76 4.58 55 5.48 5.14 69 6.98 6.39 83 9.22 8.80
42 4.80 4.61 56 5.56 5.20 70 7.12 6.52 84 9.37 8.98
43 4.84 4.64 57 5.63 5.26 71 7.27 6.66 85 9.51 9.16
</TABLE>
<TABLE>
Option 3: Joint (Male and Female) and Last Survivor*
Monthly Income per $1,000
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Female Age - 40 45 50 55 60 65 70 75
Male Age
40 4.41 4.47 4.52 4.57 4.61 4.65 4.68 4.70
45 4.45 4.52 4.60 4.67 4.73 4.79 4.83 4.87
50 4.48 4.57 4.66 4.76 4.86 4.95 5.02 5.08
55 4.50 4.60 4.72 4.86 4.99 5.12 5.24 5.34
60 4.52 4.63 4.78 4.94 5.12 5.31 5.49 5.65
65 4.53 4.66 4.82 5.01 5.23 5.48 5.75 6.00
70 4.54 4.67 4.85 5.06 5.32 5.64 6.00 6.38
75 4.55 4.69 4.87 5.10 5.39 5.77 6.22 6.74
</TABLE>
* Values are based on the 1983 IAM Table projected with Scale G to the year
2010, with interest at 5.00%. The values shown have not been adjusted for
the annual certificate maintenance charge described on pages 3 and 9.
Values not shown are available from Our Administrative Office on request.
EXHIBIT 4(d)
Form of Variable Annuity Certificate of Coverage (26GVAN897NY)
<PAGE>
American International Life Assurance
Company of New York
80 Pine Street
New York, New York 10270
A capital stock company
This is a legal contract issued in consideration of the payment of the Initial
Premium. We will make annuity payments to the Annuitant as set forth in this
certificate beginning on the Annuity Date.
READ YOUR CERTIFICATE CAREFULLY
RIGHT TO CANCEL THIS CERTIFICATE
This certificate may be returned within 10 days after You receive it. It can be
mailed or delivered to either Us or Our agent. Return of this certificate by
mail is effective as of the date of its postmark, properly addressed and postage
pre-paid. The returned certificate will be treated as if We had never issued it.
We will promptly refund the Certificate Value as of the date of return; this may
be more or less than the Premium paid.
This is a variable annuity certificate. Annuity payments and Certificate Value
may increase or decrease depending on the experience of the Variable Account
identified in the Certificate Schedule.
The assets of the Variable Account must earn a minimum annual rate of 6.4% so
that the dollar amount of the variable annuity payments will not decrease below
the level shown in the Options On A Variable Basis Table on page 15.
Signed by the Company
s/ Elizabeth M. Tuck /s/ R J O'Connell
Secretary President
CERTIFICATE OF COVERAGE
VARIABLE ANNUITY
NONPARTICIPATING
<PAGE>
TABLE OF CONTENTS
PAGE
CERTIFICATE SCHEDULE 3
DEFINITIONS 4
GENERAL PROVISIONS 5
OWNERSHIP PROVISIONS 6
BENEFICIARY PROVISIONS 6
PREMIUM PROVISIONS 6
VARIABLE ACCOUNT 7
GUARANTEED ACCOUNT 7
TRANSFERS 8
CERTIFICATE CHARGES 9
DOLLAR COST AVERAGING 9
ANNUITY PROVISIONS 10
ANNUITY OPTIONS 10
DEATH BENEFIT 12
SURRENDER PROVISIONS 13
DELAY OF PAYMENTS 13
FIXED OPTIONS TABLE 14
VARIABLE OPTIONS TABLE 15
<PAGE>
CERTIFICATE SCHEDULE
GROUP CONTRACTHOLDER: [DIRECT CONSUMER'S GROUP TRUST DATED APRIL 8, 1996]
GROUP CONTRACT NUMBER: 0004
CERTIFICATE NUMBER: ( 12345 ) INITIAL PREMIUM: ($5,000)
CERTIFICATEHOLDER(S): (JOHN DOE) MINIMUM SUBSEQUENT PREMIUM: $1,000
ANNUITANT: (JOHN DOE) EFFECTIVE DATE: ( 10/01/1996 )
BENEFICIARY: (JANE DOE) ANNUITY DATE: ( 10/01/2036 )
CERTIFICATE MAINTENANCE CHARGE: $30.00 each Certificate Year. Before the Annuity
Date, this charge will be waived for each year that the Certificate Value
exceeds $50,000 on the Certificate Anniversary.
ADMINISTRATIVE CHARGE: Equal on an annual basis to .15% of the average daily net
assets of the Variable Account.
MORTALITY AND EXPENSE RISK CHARGE: Equal on an annual basis to 1.25% of the
average daily net assets of the Variable Account.
[ANNUAL RATCHET RIDER CHARGE: Equal on an annual basis to .10% of the average
daily net assets of the Variable Account; calculated and deducted monthly.]
The assets of the Variable Account must earn a minimum annual rate of 6.4% so
that the dollar amount of the variable annuity payments will not decrease below
the level shown in the Options On A Variable Basis Table on page 15.
TRANSFER FEE: $10.00 However, we will not make a charge for the first 12
transfers in any policy year.
SURRENDER CHARGE:
Number of Complete Years Percentage of Number of Complete Years Percentage of
Since Premium Payment Premium Since Premium Payment Premium
0 6% 4 4%
1 6% 5 3%
2 5% 6 2%
3 5% 7 0%
SEPARATE ACCOUNT ALLOCATIONS: [Variable Account A]
[ %]
[ %]
GENERAL ACCOUNT ALLOCATION:
ONE YEAR GUARANTEE PERIOD: [ %]
ANNUITY SERVICE OFFICE:
[ AI Life Assurance Company of New York
c/o Delaware Valley Financial Services
300 Berwyn Park
P.O. Box 3031
Berwyn, PA 19312-0031
(800) 255-8402 ]
<PAGE>
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DEFINITIONS
ACCUMULATION UNIT - An accounting unit of measure used to calculate the
Certificate Value prior to the Annuity Date.
ADMINISTRATIVE OFFICE - The Annuity Service Office of the Company as designated
on the Certificate Schedule.
ANNUITANT - The person designated by the Owner upon whose continuation of life
any annuity payment involving life contingencies depends.
ANNUITY DATE - The date on which annuity payments are to commence.
ANNUITY OPTION - An arrangement under which annuity payments are made under this
Certificate.
ANNUITY UNIT - An accounting unit of measure used to calculate annuity payments
after the Annuity Date.
CERTIFICATE ANNIVERSARY - An anniversary of the Effective Date of this
Certificate.
CERTIFICATE VALUE - The dollar value as of any Valuation Date of all amounts
accumulated under this Certificate.
CERTIFICATE YEAR - Each period of twelve (12) months commencing with the
Effective Date.
EFFECTIVE DATE - The date shown on the Certificate Schedule on which the first
Certificate Year begins.
ELIGIBLE INVESTMENT(S) - Those investments available under the Certificate.
Eligible Investments, at the time this Certificate is issued, are shown in the
application for this Certificate.
GUARANTEED ACCOUNT - A part of Our General Account which earns a Guaranteed Rate
of interest.
OWNER - The Owner is named in the Certificate Schedule, as the Certificateholder
unless changed, and has all rights under this Certificate.
PREMIUM - Purchase payments are referred to in this Certificate as Premiums.
SUBACCOUNT - A division of the Variable Account established to invest in a
particular portfolio of Eligible Investments.
VALUATION DATE - Each day that the New York Stock Exchange is open for trading.
VALUATION PERIOD - The period between the close of business of the New York
Stock Exchange on any Valuation Date and the close of business for the next
succeeding Valuation Date.
VARIABLE ACCOUNT - The Separate Account designated on the Certificate Schedule.
WE, OUR, US - American International Life Assurance Company of New York .
YOU, YOUR - The Owner of this Certificate.
<PAGE>
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GENERAL PROVISIONS
THE CERTIFICATE - The entire contract consists of the group contract, this
certificate and any attached endorsement, rider or application. This entire
certificate consists of this certificate, and any attached endorsement, rider or
application. This Certificate may be changed or altered only by Our President or
Secretary. Any change, modification or waiver must be made in writing.
NON-PARTICIPATION IN SURPLUS - This Certificate does not share in any
distribution of Our profits or surplus.
INCONTESTABILITY - This Certificate is not contestable.
MISSTATEMENT OF AGE OR SEX - We will require proof of age and sex of the
Annuitant before making any life annuity payment provided for by this
Certificate. If the age or sex of the Annuitant has been misstated, the amount
payable will be the amount that the Certificate Value would have provided at the
true age or sex.
Once annuity payments have begun, any underpayments will be made up in one sum
including interest at the annual rate of 3%, unless a higher interest rate is
required by the law of the jurisdiction where this Certificate is delivered,
with the next annuity payment. Overpayments including interest at the annual
rate of 3%, unless a higher interest rate is required by the law of the
jurisdiction where this Certificate is delivered, will be deducted from the
future annuity payments until the total is repaid.
CERTIFICATE SETTLEMENT - This Certificate must be returned to Us upon settlement
as a death claim. Prior to any settlement as a death claim, due proof of death
must be submitted to Us.
REPORTS - We will furnish You with a report showing the Certificate Value, Cash
Surrender Value and Death Benefit at least once each calendar year. We will also
furnish an annual report of the Variable Account.
These reports will be sent to Your last known address.
TAXES - Any taxes paid to any governmental entity will be charged against the
Premiums or the Certificate Value, depending upon the Owner's state of
residence. We may, at Our sole discretion, pay taxes when due and deduct that
amount from the Certificate Value at a later date. Our payment of such taxes at
an earlier date does not waive any right We may have to deduct amounts at a
later date.
EVIDENCE OF SURVIVAL - Where any benefits under this contract are contingent
upon the recipient being alive on a given date, We will require proof
satisfactory to Us that the condition has been met.
PROTECTION OF PROCEEDS - No Beneficiary or payee may commute, or assign any
payments under this Certificate before they are due. To the extent permitted by
law, no payments will be subject to the debts of any Beneficiary or payee nor to
any judicial process for payment of those debts.
MODIFICATION OF CERTIFICATE - This Certificate may not be modified by Us,
without Your consent except as may be required by applicable law. If the state
insurance laws or regulations, the federal securities or tax laws or
regulations, or any regulations under which this contract would qualify as an
annuity change, We may amend this Certificate to comply with these changes.
MINIMUM BENEFITS - Any paid-up annuity, cash surrender or death benefit that may
be available under this contract is not less than the minimum benefits required
by statute in the jurisdiction in which this Certificate is delivered.
CONTINUATION OF CERTIFICATE COVERAGE - If the group contract under which this
certificate is issued should terminate, coverage may be continued under this
certificate by the timely payment of premiums directly to our Administrative
Office or to one of our agents.
<PAGE>
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OWNERSHIP PROVISIONS
OWNER - The Owner is named in the Certificate Schedule.
The Owner may exercise all the rights of this Certificate, subject to the rights
of:
1. any assignee under an assignment filed with Our Administrative Office; and
2. any irrevocably named Beneficiary.
TRANSFER OF OWNERSHIP - You may transfer Ownership of this Certificate. A
written request, dated and signed by You, must be sent to and received by Our
Administrative Office. We may require this contract for endorsement. The
transfer will take effect as of the date the request was received and recorded
at Our Administrative Office.
Transfer of Ownership does not change the Beneficiary, nor transfer the
Beneficiary's interest. Any change or transfer of Ownership is subject to any
payment made by Us before the request is received and recorded at Our
Administrative Office.
ASSIGNMENT - You may assign this Certificate. A copy of any assignment must be
filed with Our Administrative Office. We are not responsible for the validity of
any assignment. If You assign this Certificate, Your rights and those of any
revocably-named person will be subject to the assignment. An assignment will not
affect any payments We may make or actions We may take before such assignment
has been recorded at Our Administrative Office. A change in ownership or an
assignment may result in adverse tax consequences.
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BENEFICIARY PROVISIONS
BENEFICIARY - The Beneficiary will receive the death benefit. The Beneficiary is
named in the Certificate Schedule.
DEATH OF BENEFICIARY - If no named beneficiary is living at the time a death
benefit becomes payable we will pay the death benefit to Your estate.
CHANGE OF BENEFICIARY - To change a beneficiary, a written request for a change
of beneficiary, dated and signed by You, must be received at Our Administrative
Office. If the request is received at Our Administrative Office after the death
of the Owner, it will be effective only if no payment has been made. After the
change is recorded, it will take effect as of the date the request was signed.
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PREMIUM PROVISIONS
PREMIUM - The Initial Premium is due on or before the Effective Date.
Thereafter, Premium payments may be made at any time prior to the Annuity Date,
in an amount equal to or greater than the Minimum Subsequent Premium amount,
shown on the Certificate Schedule page.
ALLOCATION OF PREMIUM PAYMENTS - Premiums may be allocated to one or more of the
Subaccounts of the Variable Account or to the Guaranteed Account. Whole
percentages must be used. The allocation of the Initial Premium is shown on the
Certificate Schedule. You may change the allocation by written request at any
time. Any subsequent Premium received will be allocated in accordance with the
most recently received allocation instructions.
<PAGE>
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VARIABLE ACCOUNT
GENERAL DESCRIPTION - The name of the Variable Account is shown in the
Certificate Schedule. The assets of the Variable Account and each Subaccount are
Our property but are not chargeable with the liabilities arising out of any
other business We may conduct, except to the extent that Variable Account assets
exceed Variable Account liabilities arising under the contracts supported by the
Variable Account. The Variable Account and each Subaccount is separate from the
Our General Account and any other separate account or Subaccount We may have.
INVESTMENT ALLOCATIONS TO THE VARIABLE ACCOUNT - The Variable Account consists
of Subaccounts and each Subaccount may invest its assets in a separate class of
shares of a designated investment company or companies.
We have the right to change, add or delete designated investment companies. We
have the right to add or remove Subaccounts. We also have the right to combine
any two or more Subaccounts.
VALUATION OF ASSETS - Assets within each Subaccount will be valued at their net
asset value on each Valuation Date.
CERTIFICATE VALUE - Premiums are allocated among the various Subaccounts within
the Variable Account. For each Subaccount, the Premiums are converted into
Accumulation Units. The number of Accumulation Units credited to the contract is
determined by dividing the Premiums allocated to the Subaccount by the value of
the Accumulation Unit for the Subaccount. Surrenders will result in the
cancellation of Accumulation Units. The value of the Certificate is the sum of
the values for the Certificate within each Subaccount and the Guaranteed
Account. The value of each Subaccount is determined by multiplying the number of
Accumulation Units attributable to the Subaccount by the Accumulation Unit value
for the Subaccount, independent of the value of any other Subaccount.
ACCUMULATION UNIT VALUES - The value of an Accumulation Unit will vary in
accordance with the investment experience of the underlying portfolio in which
the Subaccount invests. The value of Accumulation Units in each subaccount will
change daily to reflect the investment experience of the corresponding
underlying portfolio as well as the daily deduction of the Certificate Charges.
The value of an Accumulation Unit for a Subaccount is determined as shown below,
by subtracting item 2. from 1. and dividing the result by item 3, where
1. is the net result of:
a) the assets of the Subaccount attributable to the Accumulation Units;
plus or minus
b) the cumulative charge or credit for taxes reserved which is determined
by Us to have resulted from the operation of the Subaccount;
2. is the cumulative unpaid charge for the Mortality and Expense Risk Charge and
for the Administrative Expense Charge, which are shown in the Certificate
Schedule; and
3. is the number of Accumulation Units outstanding at the end of the Valuation
Period. The value of Accumulation Units is expected to increase or decrease from
Valuation Period to Valuation Period. The number of Accumulation Units credited
to a certificate will not change as a result of any fluctuations in the value of
an Accumulation Unit.
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GUARANTEED ACCOUNT
GENERAL DESCRIPTION - The Guaranteed Account is a part of Our General Account.
The amount You have in the Guaranteed Account at any time is a result of
Premiums You have allocated to it or any part of Your Certificate Value you have
transferred to it.
GUARANTEE PERIOD - The portion of Your Certificate Value within the Guaranteed
Account is credited with interest at rates guaranteed by Us for the Guarantee
Period of one year. Interest is credited on a daily basis at the then applicable
effective guaranteed interest rate for the Guarantee Period. If You have
allocated any part of Your Initial Premium to the Guaranteed Account, the amount
allocated is shown on the Certificate Schedule.
The guaranteed interest rate applicable to an allocation of Premium or transfer
of Certificate Value to the Guarantee Period is the rate in effect for that
Guarantee Period at the time of the allocation or transfer. If You have
allocated or transferred amounts at different times to the Guaranteed Account,
each allocation or transfer may have a unique effective guaranteed interest rate
associated with that amount. We guarantee that the effective annual rate of
interest for the Guaranteed Account will not be less than 3%.
<PAGE>
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TRANSFERS
During the Accumulation Period, or after the Annuity Date, provided a variable
Annuity Option was selected, You may transfer all or part of Your interest, in a
Subaccount, or allocated to the Guaranteed Account, to another Subaccount or to
the Guaranteed Account. However, after the Annuity Date no transfers may be made
between a Subaccount and the Guaranteed Account. The Transfer Fee is shown on
the Certificate Schedule.
All transfers are subject to the following:
1. The deduction of any Transfer Fee that may be imposed is shown in the
Certificate Schedule. The Transfer Fee will be deducted from the amount
which is transferred. However, no Transfer Fee will be imposed on transfers
resulting from the expiration of a Guarantee Period.
2. If We have not received transfer instructions prior to the end of a
Guarantee Period in which You have Certificate Value, We will automatically
transfer it to a new Guarantee Period and under the same restrictions as if
You had requested such transfer.
3. The minimum amount which may be transferred is the lesser of (A) $1,000 or
(B) Your entire interest in the Subaccount or in the amount allocated to
the Guarantee Period of the Guaranteed Account.
4. No partial transfer will be made if, as a result of such transfer, Your
remaining Certificate Value in the Subaccount or in the amount allocated to
the Guarantee Period of the Guaranteed Account would be less than $1,000.
5. Transfers will be effected during the Valuation Period next following
receipt by Us of a written transfer request containing all required
information. However, no transfer may be made effective within seven
calendar days of the date on which any annuity payment is due.
6. Any transfer request must clearly specify:
a. the amount which is to be transferred; and
b. the Subaccounts or Guarantee Period of the Guaranteed Account which are
to be affected.
7. After the Annuity Date, transfers may not take place between a fixed
Annuity Option and a variable Annuity Option.
<PAGE>
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CERTIFICATE CHARGES
MORTALITY AND EXPENSE RISK CHARGE - We deduct a Mortality And Expense Risk
Charge equal, on an annual basis, to the amount shown on the Certificate
Schedule. We guarantee that the dollar amount of each annuity payment after the
first will not be affected by variations in mortality or expense experience.
ADMINISTRATIVE EXPENSE CHARGE - We deduct an Administrative Expense Charge
equal, on an annual basis, to the amount shown on the Certificate Schedule. The
Administrative Expense Charge compensates Us for some of the costs associated
with the administration of this Certificate and the Variable Account.
CERTIFICATE MAINTENANCE CHARGE - We deduct an annual Certificate Maintenance
Charge shown on the Certificate Schedule. The Certificate Maintenance Charge
will be deducted from the Certificate Value on each Certificate Anniversary
while this Certificate is in force. Prior to the Annuity Date, the Certificate
Maintenance Charge will be deducted from the Certificate Value by canceling
Accumulation Units. The number of Accumulation Units to be canceled from each
applicable Subaccount will be in the ratio that the value of each Subaccount
bears to the total Certificate Value.
If this Certificate is surrendered for its full Surrender Value on other than a
Certificate Anniversary, the full Certificate Maintenance Charge due on the next
Certificate Anniversary will be deducted at the time of surrender.
On and after the Annuity Date, the Certificate Maintenance Charge will be
pro-rated and collected on a monthly basis and this will result in a reduction
of the monthly annuity payments.
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DOLLAR COST AVERAGING
Dollar Cost Averaging. Using Our Dollar Cost Averaging Plan Request Form, You
may elect automatic monthly transfers from the Money Market Subaccount or
Guaranteed Account into Subaccounts for a specified dollar amount or specified
number of months in accordance with the following:
1. the allocation to the Subaccounts will be based on the premium
allocation that is in effect at the time of each transfer;
2. if you elect Dollar Cost Averaging in conjunction with Your
application for this Certificate, the automatic transfers will begin
on the first Monthly Anniversary following the end of the period
described in the Right To Cancel This Certificate provision in the
first page allowing for the return of the Certificate.
3. if you elect Dollar Cost Averaging after this Policy has been issued,
the automatic transfers will begin on the second Monthly Anniversary
following Our receipt of Your election;
4. this option may be elected at any time provided there is a minimum
balance of $12,000 in the Money Market Subaccount or Guaranteed
Account;
5. all premiums received after the date you elect Dollar Cost Averaging
will be applied to the Money Market Subaccount or Guaranteed Account
for the purpose of Dollar Cost Averaging.
If you elect to transfer a specific dollar amount each month, automatic
transfers will continue until Your Money Market Subaccount or Guaranteed Account
is depleted. If you elect to transfer based on a specific number of months, each
month We will transfer a fraction of the balance in the Money Market Fund or
Guaranteed Account equal to one divided by the number of months remaining in the
period. For example, if You elect to transfer over a 12 month period, the first
transfer will be1/12th of the balance in the Money Market Fund or Guaranteed
Account, the second transfer will be 1/11th of the balance, the third transfer
will be 1/10th of the balance and so on until the end of the requested period.
Automatic monthly transfers will continue until one of the following conditions
occur:
1. the balance in the Money Market subaccount or Guaranteed Account is
depleted;
2. We receive Your written request to cancel future transfers;
3. We receive notification of the death of the Insured Person;
4. this Policy lapses.
<PAGE>
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ANNUITY PROVISIONS
CHANGE IN ANNUITY DATE - You may, upon at least thirty (30) days prior written
notice to Us, at any time prior to the Annuity Date, change the Annuity Date
shown on the Certificate Schedule. The Annuity Date must always be the first day
of a calendar month.
Unless We approve otherwise, the new Annuity Date must be at least one year
after the effective Date. The latest Annuity Date is the first day of the first
calendar month following the Annuitant's 90th birthday or such earlier date as
may be set by applicable law.
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ANNUITY OPTIONS
SELECTION OF ANNUITY OPTION - If the Annuitant is alive on the Annuity Date, We
will apply the Certificate Value to provide an income on the basis of a life
income with 10 years guaranteed, unless another annuity option has been
selected. You may however, upon at least thirty (30) days prior written notice
to Us, at any time prior to the Annuity Date, select and/or change the Annuity
Option. The Annuity Option you select may be on a fixed or variable basis, or a
combination thereof. If, at the time of election of an Annuity Option, We are
using more favorable rates, they will be used in lieu of those here guaranteed.
We may also make available other options.
OPTION 1 - LIFE INCOME. Monthly annuity payments are paid during the life of an
Annuitant ceasing with the last Annuity Payment due prior to the Annuitant's
death.
OPTION 2 - LIFE INCOME WITH 10 YEAR GUARANTEE. Monthly annuity payments are paid
during the life of an Annuitant, but at least for a 10 year minimum period.
OPTION 3 - JOINT AND LAST SURVIVOR ANNUITY. Monthly annuity payments are paid
during the joint lifetime of the Annuitant and a designated second person and
are paid thereafter during the remaining lifetime of the survivor ceasing with
the last annuity payment due prior to the survivor's death.
FIXED OPTIONS
The amount of each fixed annuity payment is determined by multiplying the
available Certificate Value (after the deduction of any premium taxes not
previously deducted) by the factor in the Fixed Option Table for the option
chosen, using the age and sex of the Annuitant and Joint Annuitant, if any,
divided by 1,000. The tables are determined from the 1983 Individual Annuity
Mortality Table with interest at the rate of 3% per annum. If, when annuity
payments are elected, We are using tables of annuity rates for these contracts
which result in larger annuity payments, We will use those tables instead. The
annuity payments, determined at the time of their election, will not be less
than payments that would be provided by the application of the Certificate Value
to an immediate annuity then offered by Us at the time of election, for the same
class of annuitants.
<PAGE>
VARIABLE OPTIONS
The amount of the first variable annuity payment depends on the Annuity Option
elected and the age and sex of the Annuitant. This Certificate contains a
Variable Options Table indicating the dollar amount of the first monthly payment
under each optional annuity form for each $1,000 of value applied. The tables
are determined from the 1983 Individual Annuity Mortality Table with interest at
the rate of 5% per annum. If, when annuity payments are elected, We are using
tables of annuity rates for these contracts which result in larger annuity
payments, We will use those tables instead.
The 5% interest rate assumed in the annuity tables would produce level annuity
payments if the net investment rate remained constant at 5% per year. Subsequent
payments will be less than, equal to, or greater than the first payment
depending upon whether the actual net investment rate is less than, equal to, or
greater than 5%.
The dollar amount of the first variable annuity payment is determined by
applying the available value (after deduction of any premium taxes not
previously deducted) to the table using the age and sex of the Annuitant and any
joint Annuitant. The number of Annuity Units is then determined by dividing this
dollar amount by the then current Annuity Unit value. Thereafter, the number of
Annuity Units remains unchanged during the period of annuity payments. This
determination is made separately for each Subaccount of the Variable Account.
The number of Annuity Units is determined for each Subaccount and is based upon
the available value in each Subaccount as of the date annuity payments are to
begin. The dollar amount determined for each Subaccount will then be aggregated
for purposes of making payments. The dollar amount of the second and later
variable annuity payments is equal to the number of Annuity Units determined for
each Subaccount times the Annuity Unit value for that Subaccount as of the due
date of the payment. This amount may increase or decrease from month to month.
The value of an Annuity Unit for a Subaccount is determined as shown below, by
subtracting item 2. from item 1. and dividing the result by item 3. and
multiplying the result by a factor to neutralize the assumed net investment
rate, discussed above, of 5% per annum (which is built into the annuity rate
tables below and which is not applicable because the actual net investment rate
is credited instead) where:
1. is the net result of:
a) the assets of the Subaccount attributable to the Annuity Units; plus
or minus
b) the cumulative charge or credit for taxes reserved which is determined
by Us to have resulted from the operation of the Subaccount;
2. is the cumulative unpaid charge for the Mortality and Expense Risk Charge and
for the Administrative Expense Charge, which are shown in the Certificate
Schedule; and
3. is the number of Annuity Units outstanding at the end of the Valuation
Period.
The value of an Annuity Unit may increase or decrease from Valuation Period to
Valuation Period.
<PAGE>
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DEATH BENEFIT
DEATH OF THE OWNER - In the event of Your death prior to the Annuity Date, a
death benefit is payable to the Beneficiary. The value of the death benefit will
be determined as of the date We receive proof of death in a form acceptable to
Us. If there has been a change of Owner from one natural person to another
natural person, the death benefit will be the Certificate Value unless the
change of ownership results from the election, made by a surviving spouse as
designated Beneficiary to continue the Certificate. Otherwise, We will pay the
death benefit equal to the greatest of:
1. the total of all Premiums paid reduced proportionally by any surrenders in
the same proportion that the Certificate Value was reduced on the date of a
surrender; or
2. the Certificate Value; or
3. the greatest Certificate Value at any seventh Certificate Anniversary
reduced proportionally by any surrenders subsequent to that Certificate
Anniversary in the same proportion that the Certificate Value was reduced
on the date of a surrender, plus any Premium paid subsequent to that
Certificate Anniversary.
The amount of the reduction in the death benefit under items 1 and 3 above would
be determined as "A" multiplied by the result of "B" divided by "C" where:
"A" is the death benefit prior to the partial surrender,
"B" is the partial surrender amount, and
"C" is the Certificate Value prior to the partial surrender.
Example: If the death benefit prior to the partial surrender is $50,000, the
Certificate Value prior to the partial surrender is $40,000, and a $10,000
partial surrender is requested, the reduction in the death benefit as of the
date of the partial surrender would be determined as follows
$10,000
$50,000 x ------------- = $12,500
$40,000
The new death benefit would be:
$50,000 - $12,500 = $37,500
The Beneficiary may elect the death benefit to be paid as follows:
1. payment of the entire death benefit within 5 years of the date of the
Owner's death; or
2. payment over a period not extending beyond the life expectancy of such
designated Beneficiary based on Tables V and VI of section 1.72-9 of the
Income Tax Regulation with distribution beginning within 1 year of the date
of death of the Owner; or
3. if the designated Beneficiary is Your spouse, he/she can continue the
Certificate in his/her own name.
If no payment option is elected within 60 days of Our receipt of proof of the
Owner's death, a single sum settlement will be made at the end of the sixty (60)
day period following such receipt. Upon payment of the death benefit, this
contract will end.
If the Owner is a person other than the Annuitant, and if the Owner's death
occurs on or after the Annuity Date, no death benefit will be payable under this
Certificate. Any guaranteed payments remaining unpaid will continue to be paid
to the Annuitant pursuant to the Annuity Option in force at the date of the
Owner's death. If the Owner is not an individual, the Annuitant shall be treated
as the Owner and any change of such first named Annuitant, will be treated as if
the Owner died.
DEATH OF THE ANNUITANT - If the Annuitant is a person other than the Owner, and
if the Annuitant dies before the Annuity Date, a new Annuitant may be named by
the Owner. If no new Annuitant is named within sixty (60) days of Our receipt of
proof of death, the Owner will be the new Annuitant. If the Annuitant dies after
the Annuity Date, the remaining payments, if any, will be as specified in the
Annuity Option elected. We will require proof of the Annuitant's death. Death
benefits, if any, will be paid to the designated Beneficiary at least as rapidly
as under the method of distribution in effect at the Annuitant's death.
<PAGE>
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SURRENDER PROVISIONS
SURRENDER - While this Certificate is in force and before the Annuity Date, We
will, upon written request, allow the surrender of all or a portion of this
Certificate for its Surrender Value. Surrenders will result in the cancellation
of Accumulation Units from each applicable Subaccount and the reduction in the
Guaranteed Account in the ratio that the value of each bears to the total
Certificate Value. You must specify in writing in advance which units are to be
canceled if other than the above mentioned method of cancellation is desired. We
will pay the amount of any surrender within seven (7) days of receipt of a
request unless the "Delay of Payments" provision is in effect.
The Surrender Value will be the Certificate Value as of the date of Our receipt
of Your written surrender request, reduced by the sum of:
1. any applicable premium taxes not previously deducted; plus
2. any applicable Certificate Maintenance Charge; plus
3. any applicable Surrender Charge.
CALCULATION OF SURRENDER CHARGE - If all or a portion of the Surrender Value is
surrendered, a Surrender Charge will be calculated at the time of each surrender
and will be deducted from the Certificate Value. In calculating the Surrender
Charge, Premiums will be allocated at the time of surrender on a first-in,
first-out basis.
The amount of the Surrender Charge is calculated by:
1. reducing the amount to be surrendered by the greater of:
a) the accumulated earnings of this Certificate (i.e., this Certificate
Value minus Premiums which have not been allocated to amounts
previously surrendered); or
b) 10% of all remaining unsurrendered Premiums, decreased by any
surrender made since the last Certificate Anniversary; then
2. allocating Premiums to the remaining amount to be surrendered; and
3. multiplying each such allocated Premium by the applicable Percentage of
Premium shown in the Certificate Schedule for the period since such Premium was
paid; and
4. adding the products of each multiplication in (3) above.
For a partial surrender, the Surrender Charge will be deducted from the
remaining Certificate Value, if sufficient; otherwise it will be deducted from
the amount surrendered. Partial surrenders will be considered in calculating any
death benefit payable under this Certificate.
- --------------------------------------------------------------------------------
DELAY OF PAYMENTS
We will make any payments under this Certificate within 7 days (or any shorter
period, if required by law) of a request received in good order. We reserve the
right to suspend or postpone any type of payment from the Variable Account for
any period when:
1. the New York Stock Exchange is closed for other than customary weekend and
holiday closings:
2. trading on the Exchange is restricted;
3. an emergency exists as a result of which it is not reasonably practicable
to dispose of securities held in the Variable Account or determine their
value; or
4. the Securities and Exchange Commission so permits delay for the protection
of security holders.
The applicable rules of the Securities and Exchange Commission will govern
as to whether the conditions in 2. or 3. exist.
We reserve the right to delay any type of payment from the General Account for
up to six (6) months from the date we receive the request for payment.
<PAGE>
<TABLE>
Options On A Fixed Basis
Option 1: Life Income*
Monthly Income per $1,000
Age Male Female Age Male Female Age Male Female Age Male Female
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
30 3.16 3.03 44 3.65 3.42 58 4.61 4.18 72 6.84 5.93
31 3.19 3.05 45 3.70 3.46 59 4.71 4.26 73 7.09 6.14
32 3.21 3.07 46 3.75 3.50 60 4.82 4.35 74 7.35 6.36
33 3.24 3.10 47 3.81 3.54 61 4.94 4.44 75 7.63 6.59
34 3.27 3.12 48 3.86 3.59 62 5.06 4.53 76 7.93 6.85
35 3.30 3.14 49 3.92 3.63 63 5.19 4.63 77 8.26 7.13
36 3.33 3.17 50 3.98 3.68 64 5.33 4.74 78 8.60 7.42
37 3.37 3.20 51 4.05 3.73 65 5.48 4.86 79 8.97 7.74
38 3.40 3.22 52 4.12 3.79 66 5.64 4.98 80 9.37 8.09
39 3.44 3.25 53 4.19 3.85 67 5.81 5.11 81 9.79 8.47
40 3.48 3.28 54 4.26 3.91 68 5.99 5.25 82 10.25 8.88
41 3.52 3.32 55 4.34 3.97 69 6.18 5.40 83 10.73 9.32
42 3.56 3.35 56 4.43 4.04 70 6.39 5.56 84 11.25 9.80
43 3.61 3.38 57 4.52 4.11 71 6.61 5.74 85 11.81 10.32
</TABLE>
<TABLE>
Option 2: Life Income with 10 years Payments Guaranteed*
Monthly Income per $1,000
Age Male Female Age Male Female Age Male Female Age Male Female
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
30 3.16 3.03 44 3.64 3.42 58 4.55 4.16 72 6.35 5.72
31 3.18 3.05 45 3.69 3.45 59 4.65 4.23 73 6.51 5.88
32 3.21 3.07 46 3.74 3.49 60 4.74 4.31 74 6.68 6.05
33 3.24 3.09 47 3.79 3.54 61 4.85 4.40 75 6.86 6.23
34 3.27 3.12 48 3.84 3.58 62 4.96 4.49 76 7.03 6.42
35 3.30 3.14 49 3.90 3.62 63 5.07 4.58 77 7.21 6.60
36 3.33 3.17 50 3.96 3.67 64 5.19 4.68 78 7.39 6.80
37 3.36 3.19 51 4.02 3.72 65 5.32 4.79 79 7.56 7.00
38 3.40 3.22 52 4.09 3.78 66 5.45 4.90 80 7.74 7.20
39 3.43 3.25 53 4.15 3.83 67 5.58 5.02 81 7.91 7.40
40 3.47 3.28 54 4.23 3.89 68 5.73 5.14 82 8.08 7.61
41 3.51 3.31 55 4.30 3.95 69 5.88 5.28 83 8.25 7.80
42 3.55 3.35 56 4.38 4.02 70 6.03 5.42 84 8.40 8.00
43 3.60 3.38 57 4.46 4.08 71 6.19 5.56 85 8.55 8.19
</TABLE>
<TABLE>
Option 3: Joint (Male and Female) and Last Survivor*
Monthly Income per $1,000
Female Age - 40 45 50 55 60 65 70 75
Male Age
<S> <C> <C> <C> <C> <C> <C> <C> <C>
40 3.13 3.20 3.27 3.32 3.37 3.40 3.43 3.45
45 3.17 3.27 3.36 3.44 3.52 3.57 3.62 3.65
50 3.20 3.32 3.44 3.56 3.67 3.76 3.83 3.89
55 3.23 3.36 3.51 3.67 3.82 3.96 4.08 4.18
60 3.25 3.39 3.57 3.76 3.96 4.17 4.35 4.51
65 3.26 3.42 3.61 3.83 4.08 4.36 4.64 4.89
70 3.27 3.43 3.63 3.88 4.17 4.52 4.90 5.29
75 3.27 3.44 3.65 3.91 4.24 4.64 5.12 5.66
</TABLE>
* Values are based on the 1983 Individual Annuity Mortality Table projected with
scale G to the year 2010 and interest at the rate of 3.00% per annum.
The values shown have not been adjusted for the annual contract maintenance
charge described on pages 3 and 9.
Values not shown are available from Our Administrative Office on request.
<PAGE>
<TABLE>
Options On A Variable Basis
Option 1: Life Income*
Monthly Income per $1,000
Age Male Female Age Male Female Age Male Female Age Male Female
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
30 4.47 4.36 44 4.90 4.68 58 5.80 5.37 72 8.02 7.07
31 4.49 4.38 45 4.94 4.71 59 5.90 5.44 73 8.27 7.28
32 4.51 4.39 46 4.99 4.74 60 6.00 5.52 74 8.54 7.50
33 4.54 4.41 47 5.04 4.78 61 6.12 5.61 75 8.82 7.74
34 4.56 4.43 48 5.09 4.82 62 6.24 5.70 76 9.12 8.00
35 4.59 4.45 49 5.14 4.86 63 6.37 5.80 77 9.45 8.28
36 4.61 4.47 50 5.20 4.91 64 6.51 5.90 78 9.80 8.57
37 4.64 4.49 51 5.26 4.95 65 6.65 6.01 79 10.17 8.90
38 4.67 4.51 52 5.33 5.00 66 6.81 6.13 80 10.57 9.25
39 4.70 4.54 53 5.40 5.05 67 6.98 6.26 81 11.00 9.63
40 4.74 4.56 54 5.47 5.11 68 7.17 6.40 82 11.46 10.04
41 4.78 4.59 55 5.54 5.17 69 7.36 6.55 83 11.95 10.49
42 4.81 4.62 56 5.62 5.23 70 7.57 6.71 84 12.47 10.98
43 4.85 4.64 57 5.71 5.30 71 7.79 6.88 85 13.03 11.50
</TABLE>
<TABLE>
Option 2: Life Income with 10 years Payments Guaranteed*
Monthly Income per $1,000
Age Male Female Age Male Female Age Male Female Age Male Female
<S> <C> <C> <C> <C> <C> <C> <C> <C>
30 4.47 4.36 44 4.88 4.67 58 5.72 5.33 72 7.43 6.81
31 4.49 4.38 45 4.92 4.70 59 5.81 5.40 73 7.59 6.97
32 4.51 4.39 46 4.97 4.74 60 5.90 5.48 74 7.75 7.13
33 4.53 4.41 47 5.01 4.77 61 6.00 5.55 75 7.91 7.30
34 4.55 4.43 48 5.06 4.81 62 6.10 5.64 76 8.08 7.48
35 4.58 4.44 49 5.11 4.85 63 6.21 5.73 77 8.24 7.66
36 4.61 4.46 50 5.17 4.89 64 6.32 5.82 78 8.41 7.84
37 4.63 4.49 51 5.22 4.94 65 6.44 5.92 79 8.58 8.03
38 4.66 4.51 52 5.28 4.98 66 6.57 6.03 80 8.74 8.23
39 4.70 4.53 53 5.34 5.03 67 6.70 6.14 81 8.91 8.42
40 4.73 4.56 54 5.41 5.09 68 6.84 6.26 82 9.07 8.61
41 4.76 4.58 55 5.48 5.14 69 6.98 6.39 83 9.22 8.80
42 4.80 4.61 56 5.56 5.20 70 7.12 6.52 84 9.37 8.98
43 4.84 4.64 57 5.63 5.26 71 7.27 6.66 85 9.51 9.16
</TABLE>
<TABLE>
Option 3: Joint (Male and Female) and Last Survivor*
Monthly Income per $1,000
Female Age - 40 45 50 55 60 65 70 75
Male Age
<S> <C> <C> <C> <C> <C> <C> <C> <C>
40 4.41 4.47 4.52 4.57 4.61 4.65 4.68 4.70
45 4.45 4.52 4.60 4.67 4.73 4.79 4.83 4.87
50 4.48 4.57 4.66 4.76 4.86 4.95 5.02 5.08
55 4.50 4.60 4.72 4.86 4.99 5.12 5.24 5.34
60 4.52 4.63 4.78 4.94 5.12 5.31 5.49 5.65
65 4.53 4.66 4.82 5.01 5.23 5.48 5.75 6.00
70 4.54 4.67 4.85 5.06 5.32 5.64 6.00 6.38
75 4.55 4.69 4.87 5.10 5.39 5.77 6.22 6.74
</TABLE>
* Values are based on the 1983 Individual Annuity Mortality Table projected with
scale G to the year 2010 and interest at the rate of 5.00% per annum.
The values shown have not been adjusted for the annual contract maintenance
charge described on pages 3 and 9.
Values not shown are available from Our Administrative Office on request.
<PAGE>
American International Life Assurance Company of New York
80 Pine Street
New York, New York 10270
INDIVIDUAL FLEXIBLE PREMIUM VARIABLE ANNUITY
NONPARTICIPATING
EXHIBIT 5(a)
Form of Single Premium Variable Annuity application (52971 11/96)
<PAGE>
Single Premium Deferred Variable Annuity Application
VARIABLE ANNUITY
AMERICAN INTERNATIONAL LIFE ASSURANCE COMPANY OF NEW YORK
HOME OFFICE: NEW YORK, NEW YORK
Make Check Payable to AI LIFE
Mail To: Overnight Deliver To:
AILIFE Or AILIFE Box 7364
P.O. Box 7247-7364 c/o Citibank
Philadelphia, PA 19170-7364 One Penn's Way
New Castle, DE 19720
Attn: Wholesale Lockbox Dept.
1. ANNUITANT:
A. Print Full Name:
B. ______________________________________________________________
first middle last
C. Address:
--------------------------------------------------------------
street city state zip
C. Soc. Sec. #/Tax I.D.# _______/_______/_______ D. Sex ___M ____F
E. Citizenship: ___U.S. ___ Other _____________ F. Birthdate: _________
country month/day/year
1. CONTRACT OWNER: (if different from annuitant)
A. Print Full Name:
---------------------------------------------------
first middle last
B. Address:
-----------------------------------------------------------
street city state zip
C. Soc. Sec. #/Tax I.D.# _______/_______/_______ D. Sex ___M ____F
E. Citizenship: ___U.S. ___ Other _____________ F. Birthdate: ________
country month/day/year
1. CONTINGENT OWNER: (spouse only)
A. Print Full Name:
-------------------------------------------------------------
first middle last
B. Address:
-------------------------------------------------------------
street city state zip
C. Soc. Sec. #/Tax I.D.# _______/_______/_______
1. BENEFICIARY:
A. Primary: B. Contingent:
Name Name
---------------------------- ------------------------------------
---------------------------- ------------------------------------
---------------------------- ------------------------------------
5. TYPE OF ANNUITY CONTRACT _____ Non-Qualified ____ Qualified
IRA ____ Qualified-403(b)
6. WILL THE ANNUITY APPLIED FOR REPLACE OR CHANGE EXISTING ANNUITIES OR LIFE
INSURANCE? ______ YES _____ NO
If yes, explain _________________________________________________________
- ------------------------------------------------------------------------------
52971 Continued on reverse side Single Premium Revised 11/96
<PAGE>
7. PREMIUMS:
A. Single Premium of: $ _______
Does this premium qualify as a 1035 exchange: ____Yes _____No If an
exchange is involved, indicate cost basis:
Pre-Tefra (prior to 8-14-82) $ _____________________________
Post-Tefra (on or after 8-14-82) $___________________________
6. PURCHASE PAYMENTS ARE TO BE ALLOCATED AS FOLLOWS:
AIM V.I. Fidelity VIP Dreyfus
Capital Appreciation Fund High Income Stock Index
International Equity Fund Growth Small Company Stock
Money Market
Alliance Van Eck
Global Bond Fidelity VIP II Worldwide Hard Assets
Growth Asset Manager Worldwide Emerging Markets
Growth & Income Contrafund
Premier Growth Inv. Grade Bond
Quasar
Technology
Total: 100% (no fractional percentages and must be either 0% or a number equal
to or greater than 10%)
7. ANNUITY DATE AND PAYMENT OPTION:
Unless otherwise indicated the Annuity Date is the first day of the
calendar month following the later of the Annuitant's 85th birthday or the
10th contract anniversary, or such earlier date as may be set by applicable
law. (May be changed on 30 days prior written notice.) The annuity payment
option will be life income with 10 years of payments guaranteed unless
otherwise indicated.
In applying for an IRA, the Purchase Payment will be allocated to the Money
Market Portfolio for fifteen days and then reallocated as specified in Section
#8. Receipt of an IRA Disclosure Statement is hereby acknowledged.
In applying for a 403(b) Plan, I understand the restrictions on redemptions
imposed by Section 403(b)(11) and the investment alternatives available under my
employer's 403(b) Plan.
I UNDERSTAND THAT ANNUITY PAYMENTS AND SURRENDER VALUES, WHEN BASED UPON THE
INVESTMENT EXPERIENCE OF A SEPARATE ACCOUNT, ARE VARIABLE AND ARE NOT GUARANTEED
AS TO FIXED DOLLAR AMOUNT. RECEIPT OF A CURRENT VARIABLE ANNUITY AND FUND
PROSPECTUS AND/OR SUPPLEMENT IS HEREBY ACKNOWLEDGED.
I hereby represent my answers to the above questions to be correct and true to
the best of my knowledge and belief and agree that this application shall be a
part of any annuity contract issued by the Company.
____ Please send me a copy of the Statement of Additional Information
Signed at _________________________________________ On _______________
city state date
- ---------------------------------- ------------------------------------
Signature of Annuitant Signature of Owner if other than Annuitant
Agent: Do you have any reason to believe the Contract applied for is to replace
or change existing Annuities or Insurance on the life of the Annuitant:
____ YES ____ NO
- ----------------------------------- ------------------------------------
Printed Name of Registered Rep.Code Printed Name of Broker/Dealer Code
- ----------------------------------- ------------------------------------
Signature of Registered Rep. Tel No. Address of Broker/Dealer Tel. No.
EXHIBIT 5(b)
Form of Group Variable Annuity application (24GVAN897)
<PAGE>
VARIABLE ANNUITY APPLICATION AMERICAN INTERNATIONAL LIFE
ASSURANCE COMPANY OF NEW YORK
NEW YORK, NY
(800) 255-8402
Mail To: Overnight Deliver To:
AILIFE Or AILIFE Box 7364
P.O. Box 7247-7364 c/o Citibank
Philadelphia, PA 19170-7364 One Penn's Way
New Castle, DE 19720
Attn: Wholesale Lockbox Dept.
Make Check Payable to American International Life Assurance Company of New York
1. OWNER:
A. Print Full Name:
B. ______________________________________________________________
first middle last
C. Address:
--------------------------------------------------------------
street city state zip
C. Soc. Sec. #/Tax I.D.# _______/_______/_______ D. Sex ___M ____F
E. Phone Number: (___)__________ F. Birthdate: _____________
month/day/year
1. ANNUITANT: (if different from owner)
A. Print Full Name:
---------------------------------------------------------------
first middle last
B. Soc. Sec. #/Tax I.D.# _______/_______/_______ C. Sex ___M ____F
D. Birthdate: _____________
month/day/year
1. BENEFICIARY:
A. Primary : B. Contingent:
Name Name
---------------------------- ------------------------------------
---------------------------- ------------------------------------
---------------------------- ------------------------------------
*The Primary Beneficiary will receive any death benefit payable upon death
of the Owner prior to the Annuity Date, or upon the death of the Annuitant
on or after the Annuity Date. The Contingent Beneficiary will receive any
death benefit payable if the Primary Beneficiary dies prior to the payment
of the death benefit.
4. TYPE OF ANNUITY CONTRACT _____ Non-Qualified ____ Qualified
_____IRA ____ Roth IRA ____ 403(b)
_____Other______________________
5. WILL THE ANNUITY APPLIED FOR REPLACE OR CHANGE EXISTING ANNUITIES OR LIFE
INSURANCE? ______ YES _____ NO If yes, explain
_________________________________________________________
- -------------------------------------------------------------------------------
6. OPTIONAL BENEFITS:
A. ____ Annual Ratchet Rider
B. ____ ____________________________________________________________
7. PREMIUM PAYMENTS:
A. Initial Premium of: $ _______
B. Does this Payment qualify as a 1035 exchange: ____Yes _____No
If an exchange is involved, indicate cost basis:
Pre-Tefra (prior to 8-14-82) $ _____________________________
Post-Tefra (on or after 8-14-82) $___________________________
5. PREMIUM PAYMENTS ARE TO BE ALLOCATED AS FOLLOWS:
(WHOLE NUMBERS ONLY)
Alliance
Global Bond ________%
Global Dollar Gov't ________%
Growth ________%
Growth & Income ________%
High Yield ________%
Money Market ________%
North American Gov't Income ________%
International ________%
Premier Growth ________%
Quasar ________%
Real Estate Investors ________%
Technology ________%
Total Return ________%
U.S. Government High Grade ________%
Utility Income ________%
Worldwide Privatization ________%
_____I hereby elect Dollar-Cost Averaging with $_________ or _______% of the
initial premium allocated to; ______ Money Market Portfolio or ______ One Year
Guarantee Period and either $______ transferred each month for ______months or
the entire balance in the sending account transferred over ______ months to the
portfolios indicated above.
6. ANNUITY INFORMATION:
Annuity Date: ___________________________ Payment Option: __________________
Unless otherwise indicated the Annuity Date is the first day of the
calendar month following the later of the Annuitant's 90th birthday, or
such earlier as may be set by applicable law, and the annuity payment
option will be life income with 10 years of payments guaranteed.
I UNDERSTAND THAT ANNUITY PAYMENTS AND SURRENDER VALUES, WHEN BASED UPON THE
INVESTMENT EXPERIENCE OF A SEPARATE ACCOUNT, ARE VARIABLE AND ARE NOT GUARANTEED
AS TO FIXED DOLLAR AMOUNT. RECEIPT OF A CURRENT VARIABLE ANNUITY AND FUND
PROSPECTUS AND/OR SUPPLEMENT AND IRA DISCLOSURE STATEMENT, IF APPLICABLE, IS
HEREBY ACKNOWLEDGED.
Under penalties of perjury, I certify (1) that the number shown on this form is
my correct taxpayer identification number, and (2) that I am not subject to
backup withholding, either because I have not been notified that I am subject to
backup withholding as a result of a failure to report all interest or dividends,
or the Internal Revenue Service has notified me that I am no longer subject to
backup withholding.
I hereby represent my answers to the above questions to be correct and true to
the best of my knowledge and belief and agree that this application shall be a
part of any annuity contract issued by the Company.
____ Please send me a copy of the Statement of Additional Information
Signed at _________________________________________ On _______________
city state date
- ------------------------------------
Signature of Owner
Agent: Do you have any reason to believe the Contract applied for is to replace
or change existing Annuities or Insurance on the life of the Annuitant:
____ YES ____ NO
- ----------------------------------- ------------------------------------------
Printed Name of Registered Rep. Code Printed Name of Broker/Dealer Code
- ---------------------------------- ------------------------------------------
Signature of Registered Rep. Tel No.Address of Broker/Dealer Tel. No.
EXHIBIT 6(a)
American International Life Assurance Company of New York,
By-Laws (as amended on 3/25/75)
<PAGE>
BY-LAWS
OF
AMERICAN INTERNATIONAL LIFE ASSURANCE COMPANY OF NEW YORK
ARTICLE I
Section 1 - Stockholders' Meeting
All meetings of the stockholders shall be held at the office of the
corporation in New York City, New York, or at such other place in the City of
New York as may from time to time be designated by its Board of Directors.
Section 2 - Voting
At all stockholders' meetings, stockholders may vote in person, by
proxy, or by general power of attorney produced at the meeting. No proxy shall
be valid which shall have been granted more than thirty-five (35) days before
the meeting which shall be named therein, and such proxy shall not be valid
after the final adjournment of such meeting.
Section 3 - Address of Stockholders
Notices to a stockholder shall be mailed to his address as it appears
on the stock book of the corporation unless he shall have filed with the
Secretary of the corporation a written request that notices be mailed to him at
some other address, in which case it shall be mailed to the address designated
in such request.
Section 4 - Annual Meeting
The annual stockholders' meeting shall be held in the State of New York
on the fourth Wednesday of March in each and every year, or, if such day in any
year be a legal holiday, then on the next succeeding business day, at 2:00
o'clock P.M., according to the time then prevailing in the State of New York or
at such other hour as may from time to time be designated by the Board of
Directors. Proper notice of annual stockholders' meetings shall be mailed to
each stockholder not less than ten (10) days nor more than forty; (40) days
prior to the meeting
Section 5 - Special Meetings
Special stockholders' meetings shall be held on the request of the
Chairman of the Board or the President, or on resolution of the Board of
Directors, or on demand in writing by stockholders of record owning one-fourth
of the amount of the stock of the corporation outstanding. Notice of special
stockholders' meetings shall be mailed to each stockholder not less than ten
(10) days nor more than forty (40) days prior to the meeting.
Section 6 - Waiver of Notice
Meetings of the stockholders may be held without notice if all of the
stockholders entitled to vote at the meeting are present in person or
represented by proxy at the meeting, or if notice is waived in writing by those
not so present or represented.
ARTICLE II
Section 1 - Board of Directors
The property and business of the corporation shall be managed by its Board
of Directors. The number of directors of the corporation shall be not less than
thirteen (13) and not more than twenty-five (25) as the stockholders or the
Board of Directors may from time to time by resolution determine. The majority
of the Board of Directors, whatever its fixed number, shall consist of persons
who are neither officers, nor salaried employees of the company. Each director
shall hold office until the next annual meeting of stockholders and until his
successor shall have been elected and qualified. If any vacancies shall occur in
the Board of Directors by death or resignation or removal or otherwise, such
vacancies shall be filled in the manner provided in the corporation's Charter.
The Board of Directors shall approve the salaries of all officers and shall
approve the salary, compensation or emolument amounting in any one year to more
than twenty thousand dollars to any person, firm or corporation.
No officer or director who is paid a salary for his services shall receive
any other compensation, bonus or emolument, from this company directly or
indirectly.
Section 2 - Meetings of the Board
Regular meetings of the Board of Directors shall be held quarterly at such
places and at such times as the Board may determine from time to time. Notice
need not be given of the regular meetings of the Board held at times fixed by
resolution of the Board.
Special meetings of the Board of Directors may be called by the Chairman of
the Board, the President or a Vice President, or on the written request of five
members of the Board. Not less than one day's notice by telegram or letter of
such special meeting shall be given each director.
Meetings of the Board of Directors may be held without notice if all of the
directors entitled to vote at the meeting are present in person or represented
by proxy at the meeting, or if notice is waived in writing by those not so
present or represented.
The Board of Directors may make rules for the conduct of its business and
may elect a Chairman to preside over its meetings and the meetings of
stockholders and a Vice Chairman to act in the absence of the Chairman.
Section 3 - Executive Committee
The Board of Directors shall appoint an Executive Committee from among its
members consisting of not less than five (5) directors.
The Executive Committee shall have and may exercise, when the Board is not
in session, so far as may be permitted by law, all of the powers of the Board in
the management of the business and affairs of the corporation, and shall have
power to authorize the seal of the corporation to be affixed to all papers which
may require it; but the Executive Committee shall not have power to fill
vacancies in the Board, or to change the membership of, or to fill vacancies in,
the Executive Committee, or to make or amend the By-Laws of the corporation. The
Board shall have the power at any time to fill vacancies in, to change the
membership of, to change the number of members of, or to dissolve, the
Executive Committee. The Executive Committee may make rules for the conduct of
its business and may appoint such committees and assistants as it shall from
time to time deem necessary.
A majority of the members of the Executive Committee shall constitute a
quorum at any meeting thereof and the quorum of any meeting shall include at
least one member who is neither an officer nor salaried employee of the company.
All action taken by the Executive Committee shall be reported to the Board at
the meeting next succeeding such action.
Section 4 - Finance Committee
The Board of Directors shall appoint a Finance Committee from among its
members consisting of not less than five (5) directors. The Finance Committee
shall direct the financial and investment policy of the company. Subject to the
control of the Board of Directors, it shall have power to invest and reinvest
the assets of the company in such securities or other property as it may elect
and to change such investments at such time or times as it may deem proper, all
subject to the requirements of law and to proper regulations of the Insurance
Department of the State of New York. The Board of Directors shall have power at
any time to fill vacancies in, to change the membership of, or to dissolve, the
Finance Committee. The Finance Committee may make rules for the conduct of its
business and may appoint such committees and assistants as it shall from time to
time deem necessary. A majority of the members of the Finance Committee shall
constitute a quorum at any meeting thereof, and a quorum at any meeting shall
include at least one member who is neither an officer nor salaried employee of
the company. All action taken by the Finance Committee shall be reported to the
Board at its meeting next succeeding such action.
ARTICLE III
Section 1 - President
The President shall be the chief executive officer of the corporation. He
shall have general charge of the administrative affairs of the corporation and
shall have such other duties as shall be prescribed by the Board of Directors.
Except when inconsistent with the corporation's Charter and these By-Laws, he
shall have power to employ, fix the duties and discharge such employees as he
may deem necessary and proper. The President shall make such reports to the
Board of Directors as may be required by it.
Section 2 - Vice Presidents
The Vice Presidents shall perform such duties as are prescribed by the
Board of Directors or the principal executive officers. A duly designated Vice
President shall perform the duties of the President in the latter's absence or
inability to act.
Section 3 - Secretary
The Secretary shall attend all of the meetings of the Stockholders and the
Board of Directors, and act as clerk thereof and shall record all notes and the
minutes of all proceedings in a book kept for that purpose. He shall see that
proper notice in accordance with the provisions of the Charter and these By-Laws
or as required by statute is given of all regular and special meetings of the
stockholders and of special meetings of the Board of Directors, and shall
perform such other duties as may be required by said Board or by the principal
executive officers.
Section 4 - Treasurer
The Treasurer shall supervise the custody of the corporation's funds and
securities and the deposit of all moneys of the corporation as authorized or
approved by the Board of Directors, the authorization and proper receipting and
vouchering of all expenditures, and the maintenance of an accurate account of
all moneys received and expended on account of the corporation.
Section 5 - Assistant Secretaries
The President or the Board of Directors may appoint one or more Assistant
Secretaries. In the absence of the Secretary an Assistant Secretary designated
by the President or Board of Directors shall have the power to perform his
duties including the certification, execution and attestation of corporate
records and corporate instruments. Assistant Secretaries shall have such other
powers and perform such other duties as may be delegated to them by the
President or Board of Directors.
Section 6 - Assistant Treasurers
The President or Board of Directors may appoint one or more Assistant
Treasurers who, in the absence of the Treasurer, shall perform his duties.
Assistant Treasurers shall have such other powers and perform such other duties
as may be delegated to them by the President or Board of Directors.
Section 7 - Other Officers
The corporation may have such other officers as the Board of Directors may
from time to time elect.
ARTICLE IV
Section 1 - Stock Certificate and Stock Records
Certificates for shares of the capital stock of the corporation shall be in
such form, not inconsistent with the Charter of the corporation and the laws of
the State of New York as shall be prepared or be approved by the Board of
Directors.
The certificates shall be signed by the President or a Vice President, and
also by the Secretary or an Assistant Secretary. The certificates shall be
consecutively numbered, and the name of the person owning the shares represented
thereby, together with the number of such shares, and the date of issue, shall
be entered on the corporation's books.
No certificate hereafter issued shall be valid unless it is signed by the
President or a Vice President, and by the Secretary or an Assistant Secretary.
No certificates surrendered to the corporation shall be cancelled, and no new
certificates shall be issued until the former certificate for the same number of
shares shall have been surrendered and cancelled.
Section 2 - Transfer of Shares
Shares of the capital stock of the corporation shall be transferred only on
the books of the corporation by the holder thereof in person, or by his
attorney, upon surrender or cancellation of certificates for a like number of
shares. However, no such transfer shall be made until notice thereof shall have
been give to the Superintendent of the Insurance of the State of New York as
required by law.
Section 3 - Regulations
In accordance with the requirements of law and the corporation's Charters
and these By-Laws, the Board of Directors shall have power and authority to make
all such rules and regulations as they may deem expedient concerning issues,
transfer, and registration of certificates for shares of the capital stock of
the corporation.
Section 4
Any person claiming a certificate of stock to have been lost, stolen or
destroyed and desiring a new certificate in lieu thereof shall make an affidavit
of such fact, reciting the circumstances attending such loss or destruction, and
shall give the corporation a bond of indemnity, with a surety company as surety
thereon, satisfactory to the President or a Vice President of the corporation,
in at least double the then market value of such stock (excepting the Board of
Directors may, by a special resolution, authorize the acceptance of a bond of
different amount, or a bond with personal surety thereon) whereupon in the
discretion of the President or a Vice President a new certificate may be issued
of the same tenor and for the same number of shares as the one alleged to have
been lost, stolen or destroyed.
Section 5
The Board of Directors shall fix in advance a date, not more than forty
(40) days prior to the date of any meeting of stockholders or the date for the
payment of any dividend, or the date for the allotment of rights, or the date
when any change or conversion or exchange of stock shall go into effect, as a
record date for the determination of the stockholders entitled to notice of, and
to vote at, any such meeting, or entitled to receive payment of any such
dividend, or to any such allotment of rights, or to exercise the rights in
respect of any such change, conversion or exchange of stock, and in such case
only such stockholders as shall be stockholders of record on the date so fixed
shall be entitled to such notice of and to vote at such meeting, or to receive
payment of such dividend, or to receive such allotment of rights, or to exercise
such rights, as the case may be, notwithstanding any transfer of any stock on
the books of the corporation after any such record date fixed as aforesaid.
ARTICLE V
Section 1
To the full extent authorized by law, the corporation shall indemnify any
person made, or threatened to be made, a party to an action or proceeding,
whether criminal or civil, by reason of the fact that he, his testator or
intestate is or was a director or officer of the corporation or serves or served
in any capacity any other corporation at the request of the corporation. Nothing
contained herein shall affect any rights to indemnification to which corporate
personnel other than directors and officers may be entitled by contract or
otherwise under law.
ARTICLE VI
Section 1 - Amendments
These By-Laws may be altered, amended or repealed and new By-Laws may be
adopted by the stockholders or the Board of Directors at any regular or special
meeting of the stockholders or the Board of Directors.
<PAGE>
New Language Underscored
Amend sub-paragraph (1) of Article II, Section I, Board of Directors to
read in its entirety.
The property and business of the corporation shall be managed by its
Board of Directors. The number of directors of the corporation shall be not less
than thirteen (13) and not more than twenty-five (25) as the stockholders or the
Board of Directors may from time to time by resolution determine. The majority
of the Board of Directors, whatever its fixed number, shall consist of persons
who are neither officers, nor salaried employees of the company. Each director
shall hold office until the next annual meeting of stockholders and until his
successor shall have been elected and qualified. If any vacancies shall occur in
the Board of Directors by death or resignation or removal or otherwise, such
vacancies shall be filled in the manner provided in the corporation's Charter.
Amend sub-paragraph (1) of Article II, Section 3 - Executive Committee
to read in its entirety:
The Board of Directors shall appoint an Executive Committee from among its
members consisting of not less than five (5) directors.
Amend sub-paragraph (3) of Article II, Section 3 - Executive Committee
to read in its entirety:
A majority of the members of the Executive Committee shall constitute a
quorum at any meeting thereof and the quorum of any meeting shall include at
least one member who is neither an officer nor salaried employee of the company.
All action taken by the Executive Committee shall be reported to the Board at
the meeting next succeeding such action.
To amend sub-paragraph (1) of Article II, section 4 - Finance Committee
to read in its entirety:
The Board of Directors shall appoint a Finance Committee from among its
members consisting of not less than five (5) directors. The Finance Committee
shall direct the financial and investment policy of the Company. Subject to the
control of the Board of Directors, is shall have power to invest and reinvest
the assets of the Company in such securities or other property as it may elect
and to change such investments at such time or times as it may deem proper, all
subject to the requirement of law and to proper regulations of the Insurance
Department of the State of New York. The Board of Directors shall have power at
any time to fill vacancies in, to change the membership of, or to dissolve, the
Finance Committee. The Finance Committee may make rules for the conduct of its
business and may appoint such committees and assistants as it shall from time to
time deem necessary. A majority of the members of the Finance Committee shall
constitute a quorum at any meeting thereof, and a quorum at any meeting shall
include at least one member who is neither an officer nor salaried employee of
the Company. All action taken by the Finance Committee shall be reported to the
Board at its meeting next succeeding such action.
EXHIBIT 6(b)
Charter of American International Life Assurance Company of New
York, dated March 5, 1962;
<PAGE>
DECLARATION OF INTENTION
AND
CHARTER
OF
AMERICAN INTERNATIONAL LIFE ASSURANCE COMPANY OF NEW YORK
- --------------------------------------------------------------------------------
We, the undersigned, all being natural persons of full age, and at least
two-thirds of us citizens of the United States, and at least three of us
residents of the State of New York, do hereby declare our intention to form a
stock life insurance company for the purpose of doing the kinds of insurance
business authorized by paragraphs "1", "2", "3" and "23" of Section 46 of the
Insurance Law of the State of New York, and for that purpose do adopt the
following charter:
<PAGE>
CHARTER OF AMERICAN INTERNATIONAL LIFE ASSURANCE COMPANY OF NEW YORK
- --------------------------------------------------------------------------------
Sec. 1. The name of this corporation shall be AMERICAN INTERNATIONAL LIFE
ASSURANCE COMPANY OF NEW YORK.
Sec. 2. The principal office of the corporation shall be located at 102
Maiden Lane, in the City, County and State of New York.
Sec. 3. The kinds of insurance to be transacted by the corporation shall be:
(1) "Life Insurance", meaning every insurance upon the lives of human
beings and every insurance appertaining thereto. The business of life insurance
shall be deemed to include the granting of endowment benefits; additional
benefits in the event of death by accident or accidental means; additional
benefits operating to safeguard the contract from lapse, or to provide a special
surrender value, in the event of total and permanent disability of the insured;
and optional modes of settlement of proceeds.
(2) "Annuities", meaning all agreements to make periodical payments where
the making or continuance of all or of some of a series of such payments, or the
amount of any such payment, is dependent upon the continuance of human life,
except payments made under the authority f the preceding paragraph.
(3) "Accident and Health Insurance", meaning
(a) Insurance against death or personal injury by accident or by any
specified kind or kinds of accident and insurance against sickness, ailment or
bodily injury, including insurance providing disability benefits pursuant to
article nine of the workmen's compensation law, except as specified in
subparagraph (b) following; and
(b) Non-cancellable disability insurance, meaning insurance against
disability resulting from sickness, ailment or bodily injury, (but not including
insurance solely against accidental injury) under any contract which does not
give the insurer the option to cancel or otherwise terminate the contract at or
after one year from its effective date or renewal date. and such other kind or
kinds of business to the extent necessarily or properly incidental to the kind
or kinds of business which the corporation is specifically authorized to
transact as stated above.
Sec. 4. The corporate powers of this corporation shall be exercised through
a Board of Directors and through such officers and agents as such Board shall
empower.
Sec. 5. The Board of Directors of this corporation shall not be less than
thirteen (13) nor more than twenty-five (25) in number, as from time to time
determined in accordance with the provisions of the By-Laws. However, in no case
shall the number of directors be less than thirteen (13). Directors shall be
elected at each annual meeting of stockholders and each director so elected
shall hold office until the next annual meeting of stockholders and until his
successor is elected and qualified. In the event that the number of directors
duly elected and serving shall be less than thirteen (13), the corporation shall
not for that reason be dissolved, but the vacancy or vacancies shall be filled
as provided in Section 7 hereof.
Sec. 6. The annual meeting of the stockholders of the corporation shall be
held in the State of New York and in accordance with the By-Laws on the fourth
Wednesday of March in each and every year, or, if such day in any year by a
legal holiday, then on the next succeeding business day. Notice of the time and
place of such meeting shall be given as prescribed in the By-Laws and as
required by law, including notice to the Superintendent of Insurance of the
State of New York to the extent required by law. At such meeting the
stockholders shall elect a Board of Directors and shall transact such other
business as may legally come before the meeting.
At any meeting of the stockholders the holders of a majority of the shares
of the capital stock of the corporation, present in person or represented by
proxy, shall constitute a quorum of the stockholders for all purposes, unless
the representation of a larger number shall be required by law, and, in that
case, the representation of the number so required shall constitute a quorum.
At any regular or special stockholders' meeting, each stockholder shall be
entitled to vote in person, or by general power of attorney, or by proxy,
appointed by an instrument in writing, subscribed by such stockholder, or by his
duly authorized attorney, and delivered to the Secretary, and shall have one
vote for each share of stock standing registered in his name on the stock books
of the corporation. The Board of Directors may fix a day, not more than forty
(40) days prior to the day of holding any meeting of the stockholders as the day
as of which stockholders entitled to notice of and to vote at such meeting shall
be determined, and only stockholders of record on such day shall be entitled to
notice or to vote at such meeting.
Sec. 7. At all times a majority of the directors shall be citizens and
residents of New York or of adjoining states and not less than three (3) thereof
shall be residents of New York. The directors need to be stockholders of the
corporation. The directors who are salaried officers or employees of the
corporation shall at all times be less than a quorum of the Board of Directors.
If any vacancies shall occur in the Board of Directors by death or
resignation or removal or otherwise, the remaining members of the Board at a
meeting called for that purpose on such notice as may be provided for in the
By-Laws, or at any regular meeting, shall elect a director or directors to fill
the vacancy or vacancies occasioned and each director so elected shall hold
office until the next annual meeting of stockholders. Notice of any election of
a director or directors under the provisions of this Section 7 shall be given to
the Superintendent of Insurance of the State of New York in the manner and to
the extent required by law.
A director may be removed by the majority vote of the stockholders at any
meeting of stockholders. If a request is received from the Superintendent of
Insurance of the State of New York for the removal of a director, the President
or Secretary shall immediately call a Special Meeting of Directors and such
director may be removed by the vote of a majority of the remaining directors
present at such Special Meeting.
Sec. 8. The names and post-office residence addresses of the directors who
shall serve until the first annual meeting of such corporation are as follows:
Name Post-Office Residence Address
---- -----------------------------
John Ahlers 160 Cabrini Blvd., New York 33, N.Y.
Paul M. Anderson 1158 Fifth Avenue, New York 29, N.Y.
Gerarld F. Beal 1 Beekman Place, New York 22, N.Y.
Creighton P. Cunningham 7 Fairview Terrace, Maplewood, N.J.
W. Palmer Dixon 550 Park Avenue, New York 21, N.Y.
Maurice R. Greenberg 1001 Park Avenue, New York 28, N.Y.
Francis F. Randolph 129 East 69th Street, New York 21, N.Y.
Ralph T. Reed 435 East 52nd Street, New York 22, N.Y.
Jack J. Reynolds 1158 Fifth Avenue, New York 29, N.Y.
Cornelius V. Starr 930 Fifth Avenue, New York 21, N.Y.
Gordon B. Tweedy 520 East 86th Street, New York 28, N.Y.
John S. Woodbridge Scott's Cove, Darien, Conn.
William S. Youngman 778 Park Avenue, New York 21, N.Y.
Sec. 9. The duration of the corporate existence of this corporation shall
be perpetual.
Sec. 10. The amount of the capital of this corporation shall be One Million
Dollars ($1,000,000) and shall consist of Ten Thousand (10,000) shares of the
par value of One Hundred Dollars ($100) each.
Sec. 11. The Annual Meeting of the Board of Directors shall be held in the
month of May of each year on a date, time and place which the directors shall
set by resolution at the first quarterly meeting held in March of each year. At
such annual meeting the directors may elect a Chairman of the Board and shall
elect a President from their own number, and also shall elect from their own
number or otherwise, at their discretion, such Vice Presidents and other
officers as may seem advisable to them for the conduct of the corporation's
business, including a Secretary and a Treasurer, who shall hold their offices at
the pleasure of the Board of Directors from the time of their election until the
next succeeding annual meeting and until their successors are elected and
qualified. Any two or more offices may be held by the same person, except that
the duties of President and Secretary shall not be performed by the same person.
In the event of the death, resignation, or removal of any elected officer the
Board of Directors may fill the vacancy. The Board of Directors shall have the
power to delegate powers and duties to persons and to committees to be appointed
by it. At any meeting of the Board of Directors a majority of the Board shall
constitute a quorum for the transaction of business, unless otherwise required
by law or this Charter.
IN WITNESS WHEREOF, we have hereunto subscribed our names and affixed our
seals as of this ______ day of March, 1962.
/s/ Gordon B. Tweedy /s/ Jack J. Reynolds
------------------------------ -------------------------------
Gordon B. Tweedy Jack J. Reynolds
/s/ Frank G. Sterritte /s/ John Ahlers
------------------------------ -------------------------------
Frank G. Sterritte John Ahlers
/s/ Augustus K. Karg /s/ Kenyon D. Ettinger
------------------------------ -------------------------------
Augustus K. Karg Kenyon E. Ettinger
/s/ Arthur F. Searing Creighton P. Cunningham
------------------------------ -------------------------------
Arthur F Searing Creighton P. Cunningham
/s/ Robert L. White /s/ Richard A. McCarthy
------------------------------ -------------------------------
Robert L. White Richard A. McCarthy
/s/ Robert A. McCorkle /s/ Arthur O. King
------------------------------ -------------------------------
Robert A. McCorkle Arthur O. King
/s/ William S. Youngman
-------------------------------
William S. Youngman
<PAGE>
ACKNOWLEDGMENT
STATE OF NEW YORK )
: SS.:
COUNTY OF NEW YORK)
On this 5th day of March, 1962, before me personally came the
following-named individuals, to me known, who being by me duly sworn did each
acknowledge to me that he resides at the address shown after his respective
name:
Name Post-Office Residence Address
Gordon B. Tweedy 520 East 86th Street, New York 28, N.Y.
Jack J. Reynolds 1158 Fifth Avenue, New York 29, N.Y.
Frank G. Sterritte 28 Fairview Avenue, East Williston, N.Y.
John Ahlers 160 Cabrini Blvd., New York 33, N.Y.
Augustus K. Karg 43 Noe Avenue, Madison, N.J.
Kenyon D. Ettinger 137 Asharoken Avenue, Northport, N.Y.
Arthur F. Searing 200 East 57th Street, New York, 22, N.Y.
Creighton P. Cunningham 7 Fairview Terrace, Maplewood, N.J.
Robert L. White 20 Stone Fence Road, Allendale, N.J.
Richard A. McCarthy 86 Princeton Street, Garden City, N.Y.
Robert A. McCorkle 200 East 71st Street, New York 21, N.Y.
Arthur O. King 1 Washington Sq. Village, New York 12, N.Y.
William S. Youngman 778 Park Avenue, New York 21, N.Y.
and that he is a proposed incorporator of AMERICAN INTERNATIONAL LIFE
ASSURANCE COMPANY OF NEW YORK and that in such capacity he signed the foregoing
Declaration of Intention and Charter of the said American International Life
Assurance Company of New York as his free act and deed.
/s/ James A. Mackinnon
------------------------
Notary Public
EXHIBIT 6(c)
Certificate of Amendment of the Certificate of Incorporation of
American International Life Assurance Company of New York, dated
February 4, 1972
<PAGE>
STATE OF NEW YORK
INSURANCE DEPARTMENT
324 STATE STREET
ALBANY, NEW YORK 12210
BENJAMIN R. SCHENCK
Superintendent of Insurance
The attached Certificate of Amendment of Certificate of Incorporation of
AMERICAN INTERNATIONAL LIFE ASSURANCE COMPANY OF NEW YORK, of New York, New
York, to effect the following:
To increase authorized capital from $1,000,000 comprised of 10,000 shares
with a par value of $100. per share to $1,250,000. comprised of 12,500 shares
with a par value of $100. per share,
IS HEREBY APPROVED February 22, 1972 pursuant to Section 53, of the New
York Insurance Law.
In Witness Whereof, I have hereunto
set my hand and affixed the
official seal of this Department at
the City of Albany, New York, this
22nd day of February, 1972.
BENJAMIN R. SCHENCK
Superintendent of Insurance
By /s/ Robert J. Bertrand
Robert J. Bertrand
Deputy Superintendent
<PAGE>
CERTIFICATE OF AMENDMENT
OF THE
CERTIFICATE OF INCORPORATION
OF
AMERICAN INTERNATIONAL LIFE ASSURANCE COMPANY OF NEW YORK
Under Section 805 of the Business Corporation Law
The undersigned, being the President and Secretary, does hereby certify and
set forth:
1. The name of the corporation is AMERICAN INTERNATIONAL LIFE ASSURANCE
COMPANY OF NEW YORK.
2. The certificate of incorporation of AMERICAN INTERNATIONAL LIFE
ASSURANCE COMPANY OF NEW YORK was filed with the Department of State on the 16th
day of March, 1962.
3. The certificate of incorporation of AMERICAN INTERNATIONAL LIFE
ASSURANCE COMPANY OF NEW YORK is hereby amended, pursuant to section 805 of the
Business Corporation Law, to effect a change in the authorized paid-in capital
from $1,000,000 divided into 10,000 each, to be increased to $1,250,000 divided
into 12,500 shares of Common Stock at a par value of $100.00 each.
4. The certificate of incorporation in section 10 is hereby amended as
follows:
"The amount of the capital of this corporation shall be One Million Two
Hundred and Fifty Thousand Dollars ($1,250,000) and shall consist of Twelve
Thousand Five Hundred (12,500) shares of the par value of One Hundred Dollar
($100.00) each." 5. The manner in which this amendment to the certificate of
incorporation of AMERICAN INTERNATIONAL LIFE ASSURANCE COMPANY OF NEW YORK was
authorized was by unanimous consent of the Shareholders and approved by the
Board of Directors.
IN WITNESS WHEREOF, the undersigned have executed and signed this
certificate this 4th day of February, 1972.
/s/ George A. Abouzeid
-----------------------------------
George A. Abouzeid - President
/s/ Preston E. Heath
----------------------------------
Preston E. Heath - Secretary
SEAL
<PAGE>
STATE OF NEW YORK )
: SS.:
COUNTY OF NEW YORK)
BEFORE ME, the undersigned officers, personally appeared GEORGE A. ABOUZEID
and PRESTON E. HEATH, who acknowledged that they were President and Secretary
respectively of AMERICAN INTERNATIONAL LIFE ASSURANCE COMPANY OF NEW YORK, and
that they, as such officers, being authorized to do so, executed the foregoing
instrument for the purpose therein contained.
IN WITNESS WHEREOF, I have hereunto set my hand and official seal this 4th
day February, 1972.
/s/ Donald T. DeCarlo
-------------------------
Notary Public
DONALD T. DECARLO
<PAGE>
STATE OF NEW YORK
DEPARTMENT OF LAW
ALBANY
LOUIS J. LEFKOWITZ
ATTORNEY GENERAL
PAXTON BLAIR
SOLICITOR GENERAL
I, Louis J. Lefkowitz, Attorney General of the State of New York, do hereby
certify that I have examined the annexed proposed Declaration and Charter of
American International Life Assurance Company of New York with principal office
at 102 Maiden Lane, in the City, County and State of New York, for the purpose
of transacting the kinds of insurance business authorized by Section 46,
paragraphs 1, 2, 3 and 23 of the Insurance Law of the State of New York,
together with the proof of publication of notice of intention to form such
corporation, and I am of the opinion that the instruments submitted conform with
the requirements of law.
In Witness Whereof, I have hereunto set
my hand and affixed the official seal
of my office the day and year first
above written.
LOUIS J. LEFKOWITZ
Attorney General
By:______________________________
Solicitor General
EXHIBIT 6(d)
Certificate of Amendment of the Certificate of Incorporation of
American International Life Assurance Company of New York, dated
January 18, 1985
<PAGE>
CERTIFICATE OF AMENDMENT
OF THE
CERTIFICATE OF INCORPORATION
OF
AMERICAN INTERNATIONAL LIFE ASSURANCE COMPANY OF NEW YORK
(A New York Corporation)
UNDER SECTION 805 OF THE BUSINESS CORPORATION LAW
We, the undersigned, William F. Healy and Marion E. Fajen,
President and Secretary respectively, of AMERICAN INTERNATIONAL LIFE
ASSURANCE COMPANY OF NEW YORK, hereby certify under the seal of the
Corporation:
(1) The name of the corporation is AMERICAN INTERNATIONAL LIFE ASSURANCE
COMPANY OF NEW YORK.
(2) The Certificate of Incorporation of AMERICAN INTERNATIONAL LIFE
ASSURANCE COMPANY OF NEW YORK was filed with the Department of Insurance on the
16th day of March, 1962.
(3) The Certificate of Incorporation as now in force and effect is hereby
amended to effect the following amendment authorized by Section 805 of the
Business Corporation Law. To change the date when the Annual Meeting of the
Board of Directors should be held for the purpose of election of officers.
(4) The first sentence of SECTION 11 of the Certificate of Incorporation is
amended to read as follows:
Section 11. The Annual Meeting of the Board of Directors shall be held in
the month of May of each year on a date, time and place which the directors
shall set by resolution at the first quarterly meeting held in March of each
year.
(5) The manner in which this amendment to the Certificate of Incorporation
was authorized was by the written consent of the sole stockholder of all
outstanding shares on September 7, 1984.
IN WITNESS WHEREOF, the undersigned have executed and signed this
certificate this 18th day of January, 1985.
/s/ William F. Healy
----------------------------
William F. Healy, President
/s/ Marion E. Fajen
------------------------------
Marion E. Fajen, Secretary
STATE OF NEW YORK) SS.:
COUNTY OF NEW YORK)
William F. Healy and Marion E. Fajen, being first duly sworn, depose and
say that they are the President and Secretary of AMERICAN INTERNATIONAL LIFE
ASSURANCE COMPANY OF NEW YORK and that they have read the foregoing certificate
and know the contents thereof and that the statements therein contained are
true. Sworn to before me this 18th day of January 1985.
/s/ ROSALIE A. BROWN
- --------------------------------------
Notary Public
ROSALIE A. BROWN
<PAGE>
AMERICAN INTERNATIONAL LIFE ASSURANCE COMPANY OF NEW YORK
Unanimous Consent of Shareholder in Lieu
of Meeting
September 7, 1984
--------------------------------------------------------------
The undersigned holder of record of 12,500 shares, all of the outstanding
Capital Stock of AMERICAN INTERNATIONAL LIFE ASSURANCE COMPANY OF NEW YORK, a
New York corporation ("Corporation"), entitled to vote if a Meeting of
Shareholders were held, in conformity with Section 615 of the New York Business
Corporation Law, hereby adopts and consents to the following action:
To amend the first sentence of Section 11 the CERTIFICATE OF INCORPORATION
as follows:
Section 11. The Annual Meeting of the Board of Directors shall be held in
the month of May of each year on a date, time and place which the directors
shall set by resolution at the first quarterly meeting held in March of each
year.
WITNESS the signature of the undersigned this 7th day September, 1984.
AMERICAN INTERNATIONAL GROUP, INC.
/s/ Marion E. Fajen
By: ______________________________
EXHIBIT 6(e)
Certificate of Amendment of the Certificate of Incorporation of
American International Life Assurance Company of New York, dated
June 1, 1987
<PAGE>
STATE OF NEW YORK
INSURANCE DEPARTMENT
AGENCY BUILDING ONE
THE GOVERNOR NELSON A. ROCKEFELLER
EMPIRE STATE PLAZA
ALBANY, NEW YORK 12257
JAMES P. CORCORAN
Superintendent of Insurance
The attached Certificate of Amendment of the Certificate of
Incorporation of AMERICAN INTERNATIONAL LIFE ASSURANCE COMPANY OF NEW YORK, of
New York, New York, filed pursuant to Section 805 of the Business Corporation
Law to effect the following:
To amend Section 2 of the Certificate of Incorporation
regarding principal office address.
IS HEREBY APPROVED pursuant to Section 1206 of the New York Insurance
Law.
In Witness Whereof, I have hereunto
set my hand and affixed the
official seal of this Department at
the City of Albany, this 16th day
of June, 1987.
/s/ Robert A. Donnelly
Special Deputy
Superintendent of Insurance
<PAGE>
CERTIFICATE OF AMENDMENT
OF THE
CERTIFICATE OF INCORPORATION
OF
AMERICAN INTERNATIONAL LIFE ASSURANCE COMPANY OF NEW YORK
(A New York Corporation)
UNDER SECTION 805 OF THE BUSINESS CORPORATION LAW
We, the undersigned, William F. Healy and Maureen P. Tully, President
and Secretary respectively, of AMERICAN INTERNATIONAL LIFE ASSURANCE COMPANY OF
NEW YORK, hereby certify under the seal of the Corporation:
(1) The name of the corporation is AMERICAN INTERNATIONAL LIFE ASSURANCE
COMPANY OF NEW YORK.
(2) The Certificate of Incorporation of AMERICAN INTERNATIONAL LIFE
ASSURANCE COMPANY OF NEW YORK was filed with the Department of Insurance on the
16th day of March, 1962.
(3) The Certificate of Incorporation as now in force and effect is hereby
amended to effect the following amendment authorized by Section 805 of the
Business Corporation Law.
To delete reference to the street address of the principal office of the
corporation.
(4) Section 2 of the Certificate of Incorporation is amended to read as
follows:
Section 2. The principal office of the corporation shall be located in the
City, County and State of New York.
(5) The manner in which this amendment to the Certificate of Incorporation
was authorized was by the written consent of the sole stockholder of all
outstanding shares on May 19, 1987.
IN WITNESS WHEREOF, the undersigned has executed and signed this
certificate this 1st day of June, 1987.
/s/ William F. Healy
-----------------------------
William F. Healy, President
/s/ Maureen P. Tully
-------------------------------
Maureen P. Tully
<PAGE>
STATE OF NEW YORK) SS.:
COUNTY OF NEW YORK)
William F. Healy and Maureen P. Tully, being first duly sworn, depose and say
that they are the President and Secretary of AMERICAN INTERNATIONAL LIFE
ASSURANCE COMPANY OF NEW YORK and that they have read the foregoing certificate
and know the contents thereof and that the statements therein contained are
true.
Sworn to before me this 1st day of June, 1987.
/s/ Rosalie A. Brown
- ---------------------------------
Notary Public
ROSALIE A. BROWN
<PAGE>
STATE OF NEW YORK
INSURANCE DEPARTMENT
AGENCY BUILDING ONE
THE GOVERNOR NELSON A. ROCKEFELLER
EMPIRE STATE PLAZA
ALBANY, NEW YORK 12257
JAMES P. CORCORAN
Superintendent of Insurance
The attached Certificate of Amendment of the Certificate of Incorporation
of AMERICAN INTERNATIONAL LIFE ASSURANCE COMPANY OF NEW YORK, of New York, New
York, filed pursuant to Section 805 of the Business Corporation Law to effect
the following:
To change the date when the Annual Meeting of the Board of Directors should
be held for the purpose of election of officers.
IS HEREBY APPROVED pursuant to Section 1206 of the New York Insurance Law.
IN WITNESS WHEREOF, I have
hereunto set my hand and
affixed the official seal of
this Department at the City of
Albany, New York, this 1st day
of February, 1985.
JAMES P. CORCORAN
Superintendent of Insurance
By /s/ Robert A. Donnelly
Special Deputy Superintendent
EXHIBIT 6(f)
Certificate of Amendment of the Certificate of Incorporation of
American International Life Assurance Company of New York, dated
March 22, 1989
<PAGE>
CERTIFICATE OF AMENDMENT
OF THE
CERTIFICATE OF INCORPORATION
OF
AMERICAN INTERNATIONAL LIFE ASSURANCE COMPANY OF NEW YORK
(a New York Corporation)
UNDER SECTION 805 OF THE BUSINESS CORPORATION LAW
We, the undersigned, A. Raymond Williams and Maureen P. Tully, the
President and the Secretary respectively, of AMERICAN INTERNATIONAL LIFE
ASSURANCE COMPANY OF NEW YORK, hereby certify under the seal of the Corporation:
(1) The name of the corporation is AMERICAN INTERNATIONAL LIFE ASSURANCE
COMPANY OF NEW YORK.
(2) The Certificate of Incorporation of AMERICAN INTERNATIONAL LIFE
ASSURANCE COMPANY OF NEW YORK was filed with the Department of Insurance on the
16th day of March, 1962.
(3) The Certificate of Incorporation as now in force and effect is hereby
amended to effect the following amendment authorized by Section 805 of the
Business Corporation Law. To change the par value of the capital stock of the
corporation.
(4) Section 10 of the Certificate of Incorporation is amended to read as
follows: Section 10. "The amount of the Capital of the corporation shall be TWO
MILLION FIVE HUNDRED THOUSAND DOLLARS ($2,500,000) and shall consist of Twelve
Thousand Five Hundred (12,500) shares of the par value of TWO HUNDRED DOLLARS
($200.00) each."
(5) The manner in which this amendment of the Certificate of Incorporation
was authorized by the written consent of the sole stockholder of all outstanding
shares on March 22, 1989.
IN WITNESS WHEREOF, the undersigned have executed and signed this
certificate this 22nd day of March 1989.
---------------------------------
A. Raymond Williams, President
---------------------------------
Maureen P. Tully, Secretary
STATE OF NEW YORK) SS.:
COUNTY OF NEW YORK)
A. Raymond Williams and Maureen P. Tully, being first duly sworn, depose
and say that they are the President and Secretary of AMERICAN INTERNATIONAL LIFE
ASSURANCE COMPANY OF NEW YORK and that they have read the foregoing certificate
and know the contents thereof and that the statements therein contained are
true.
Sworn to me this 22nd day of March, 1989.
/s/ ROSALIE A. BROWN
--------------------------
Notary Public
ROSALIE A. BROWN
EXHIBIT 6(g)
Certificate of Amendment of the Certificate of Incorporation of
American International Life Assurance Company of New York, dated
June 27, 1991
<PAGE>
SHORT CERTIFICATE
STATE OF NEW YORK
INSURANCE DEPARTMENT
GREGORY V. SERIO
ACTING SUPERINTENDENT OF INSURANCE
It is hereby certified that the annexed copy of Declaration of Intention and
Charter of AMERICAN INTERNATIONAL LIFE ASSURANCE COMPANY OF NEW YORK, of New
York, New York, as filed in this Department March 16, 1962, with Amendments to
date,
has been compared with the original on file in this Department and that it is a
correct transcript therefrom and of the whole of said original.
In Witness Whereof, I have
hereunto set my hand and affixed
the official seal of this Dept.
at the City of Albany, this 18th
day of February, 1997.
/s/ Frank M. D'Amico
Special Deputy Superintendent
<PAGE>
STATE OF NEW YORK
INSURANCE DEPARTMENT
AGENCY BUILDING ONE
THE GOVERNOR NELSON A. ROCKEFELLER
EMPIRE STATE PLAZA
ALBANY, NEW YORK 12257
SALVATORE R. CURIALE
Superintendent of Insurance
The attached Certificate of Amendment of the Certificate of
Incorporation of AMERICAN INTERNATIONAL LIFE ASSURANCE COMPANY OF NEW YORK, of
New York, New York, filed pursuant to Section 805 of the Business Corporation
Law and effecting the following:
To increase the capital stock from $2,500,000 comprised of 12,500
shares with a par value of $200.00 per share to $3,225,000 comprised of 16,125
shares with a par value of $200.00 per share.
IS HEREBY APPROVED pursuant to Section 1206 of the New York Insurance
Law.
In Witness Whereof, I have
hereunto set my hand and affixed
the official seal of this Department
at the City of Albany, this 28th day
of June, 1991.
SALVATORE R. CURIALE
Superintendent of Insurance
By /s/ Robert A. Donnelly
Special Deputy Superintendent
<PAGE>
Certificate of Amendment of the Certificate of Incorporation
of
American International Life Assurance Company of New York
Under Section 805 of the New York Business Corporation Law and
Section 1206 of the New York Insurance Law
- --------------------------------------------------------------------------------
It is hereby certified that:
FIRST: The name of the corporation is American International Life Assurance
Company of New York.
SECOND: The certificate of incorporation of the corporation was filed by
the Department of Insurance on March 16, ------ 1962.
THIRD: The amendment of the certificate of incorporation of the corporation
effected by this certificate
of amendment is to increase the capital stock of the corporation.
FOURTH: To accomplish the foregoing amendment, Section 10 of the
certificate of incorporation of the corporation, relating to the authorized
capital stock of the corporation is hereby amended to read as follows:
Section 10: The amount of capital stock of this corporation shall be Three
Million Two Hundred and Twenty Five Thousand Dollars ($3,225,000) and shall
consist of Sixteen Thousand One Hundred and Twenty Five (16,125) shares of the
par value of Two Hundred Dollars ($200) each.
FIFTH: The foregoing amendment of the certificate of incorporation of the
corporation was authorized by the unanimous written consent of the Board of
Directors of the corporation, followed by the unanimous written consent of the
holders of all of the outstanding shares of the corporation entitled to vote on
the said amendments of the certificate of incorporation.
IN WITNESS WHEREOF, we have subscribed this document on the date set forth
below and do hereby affirm, under the penalties of perjury, that the statements
contained therein have been examined by us and are true and correct.
Date: June 27, 1991
/S/ PATRICK J. FOLEY
- --------------------------------------------------------------------------------
Sworn and subscribed before me Patrick J. Foley
this 27th day of June 1991. Vice President
PATRICIA R. MCAULIFFE
- ------------------------------- -------------------------
Notary Public Debra E. Klugman
Secretary
<PAGE>
STATE OF NEW YORK
INSURANCE DEPARTMENT
AGENCY BUILDING ONE
THE GOVERNOR NELSON A. ROCKEFELLER
EMPIRE STATE PLAZA
ALBANY, NEW YORK 12257
JAMES P. CORCORAN
Superintendent of Insurance
The attached Certificate of Amendment of the Certificate of
Incorporation of AMERICAN INTERNATIONAL LIFE ASSURANCE COMPANY OF NEW YORK, of
New York, New York, filed pursuant to Section 805 of the Business Corporation
Law and effecting the following:
To increase the capital stock from $1,250,000 comprised of 12,500
shares with a par value of $100.00 per share to $2,500,000 comprised of 12,500
shares with a par value of $200.00 per share.
IS HEREBY APPROVED pursuant to Section 1206 of the New York Insurance
Law.
In Witness Whereof, I have hereunto
set my hand and affixed the
official seal of this Department at
the City of Albany, this
9th day of June, 1989.
JAMES P. CORCORAN
Superintendent of Insurance
By /s/ Robert A. Donnelly
Special Deputy Superintendent
EXHIBIT 8
Delaware Valley Financial Services Administrative Agreement
appointing Delaware Valley Financial Services by American
International Life Assurance Company of New York and AIG Life
Company
<PAGE>
DELAWARE VALLEY FINANCIAL SERVICES, INC.
ADMINISTRATIVE AGREEMENT
Client: American International Life Assurance Company of New York
70 Pine Street
New York, NY 10720
Date: October 1, 1986
Initial Term: Three (3) years.
Background: Client wishes to appoint Delaware Valley Financial Services, Inc.
("DVFS") as the exclusive administrator of certain Single Premium Variable
Annuity policies issued by Client and its affiliated insurers (as defined in
Section 9.13 of this Agreement).
INTENDING TO BE LEGALLY BOUND, and in consideration of the mutual
agreements stated below, Client and DVFS agree as follows:
SECTION 1: APPOINTMENT AND ACCEPTANCE
1.1 Appointment of DVFS. During the term of this Agreement, Client
appoints DVFS as its exclusive administrator of the policies
described on the attached Schedule A ("Policies") , subject to
the terms and conditions of this Agreement. Schedule A may be
amended from time to time by the mutual written agreement of
Client and DVFS.
1.2 Acceptance by DVFS. DVFS accepts such appointments as Client's
exclusive administrator of the Policies.
1.3 Start-Up Procedure. The parties shall use their best efforts
to implement and perform the start-up processes and procedures
described on the attached Schedule B, in accordance with the
schedules and subject to the testing and acceptance criteria
stated on Schedule B. Schedule B may be amended from time to
time by the mutual agreement of Client and DVFS. If, despite
using best efforts, the parties are unable to complete such
start-up processes and procedures within 90 days after the
completion date stated on Schedule B, then either party may
terminate this Agreement immediately upon notice to the other
party.
SECTION 2: SERVICES
2.1 General Services. During the term of this Agreement, DVFS
shall perform services of the type described on the attached
Schedule C ("Services"), subject to the terms and conditions
of this Agreement. Schedule C may be amended from time to time
by the mutual written agreement of Client and DVFS, or by the
agreement of any Authorized Employee (as defined in Section
2.2) and DVFS as contemplated by Section 2.2.
2.2 Client's Authorized Employees. Subject to the limitations and
conditions stated on the attached Schedule D, Client
authorizes the employees named on the attached Schedule D
("Authorized Employee") to (a) coordinate communications with
DVFS with respect to this Agreement, (b) provide to DVFS
requests and instructions with respect to the Services, (c)
clarify with DVFS the specific scope and timing of records
maintained, reports prepared and other Services performed by
DVFS, and (d) agree in writing with DVFS on changes in the
Base Compensation payable by Client to DVFS under Section 3.1
to reflect changes in the scope and timing of the Services.
Client may amend Schedule D from time to time by giving
written notice to DVFS of the amendment, but no amendment to
Schedule D shall be effective unless and until it is received
by DVFS.
2.3 DVFS Personnel and Facilities. DVFS shall maintain such
personnel and facilities as it deems necessary, in its sole
discretion, to perform the Services. Client acknowledges that
DVFS owns, and will use to perform the Services, certain
computer programs and related documentation and materials
("System") which constitute trade secrets and proprietary
property of DVFS. No provision of this Agreement is intended
to grant to Client, and Client shall not have, any right to
use, or any right to access to, any part of the System, except
to the extent permitted under Section 5.4 and 7.3(h).
2.4 Regulatory Changes. If there are changes in any federal, state
or local law, rule or regulation which affect the Services, or
if any regulatory agency having jurisdiction over Client takes
a position which effects the Services and of which DVFS is
notified in writing by Client, then DVFS shall use its best
efforts to develop and implement changes in the System or
Services and take other actions reasonably required so that
the Services continue to satisfy applicable laws, rules and
regulations. Client acknowledges that any change in the System
contemplated by this Section 2.4 may result in changes in the
scope and timing of records maintained, reports prepared and
other Services performed by DVFS. If so, the parties shall
negotiate in good faith appropriate and corresponding changes
in the Base Compensation payable by Client to DVFS under
Section 3.1.
2.5 Excused Performance. As used herein, "Force Majeure" means any
Act of God, act of civil or military authority, war, criminal
act, fire, explosion, earthquake, flood, weather condition, power
failure, labor problem, accident, or any other cause, beyond
DVFS's reasonable control. If DVFS fails to perform, in whole or
in part, any of its obligations under this Agreement as a
consequence of any Force Majeure, then (a) such failure to
perform shall not constitute a breach of this Agreement for as
long as the Force Majeure continues and for a reasonable period
thereafter, and DVFS shall have no liability for any loss or
damage resulting therefrom, (b) to the extent possible, DVFS
shall use its best efforts to perform its obligations under this
Agreement, and (c) DVFS shall promptly notify Client in writing
of the occurrence of the Force Majeure, its expected duration (if
known), and the extent to which the Force majeure is expected to
affect DVFS's ability to perform its obligations under this
Agreement.
SECTION 3: FEES AND EXPENSES
3.1 Base Compensation. In consideration of the Services to be
rendered by DVFS as provided in this Agreement, Client shall
pay to DVFS the fees and expenses described on the attached
Schedule E ("Base Compensation"). Schedule E may be amended
from time to time by the mutual written agreement of Client
and DVFS or by the written agreement of any Authorized
Employee and DVFS as contemplated by Section 2.2. Schedule E
shall be amended as a result of any changes in the Base
Compensation agreed to by the parties under Section 2.4 or as
a result of any price increase implemented under Section 3.4.
The Base Compensation due DVFS shall be payable by client to
DVFS no later than 30 days after receipt of DVFS's invoice
therefor.
3.2 Additional Expenses. If DVFS incurs additional costs or
expenses in connection with this Agreement, other than those
included in the Base Compensation, as a result of any request
or instruction of Client or any Authorized Employee, then
Client shall reimburse DVFS for any such additional costs and
expenses no later than 30 days after receipt of DVFS's invoice
therefor. Notwithstanding the foregoing, if the amount of any
such additional costs and expenses will exceed $1,000.00, then
DVFS shall first obtain the written approval of Client or any
Authorized Employee before incurring the same.
3.3 Regulatory Changes. Client shall pay its proportionate share
of all costs and expenses incurred by DVFS in developing and
implementing any change under Section 2.4, within 30 days
after receipt of DVFS's invoice therefor. DVFS shall determine
Client's proportionate share by reasonably allocating all such
costs and expenses among all of its clients who are affected.
3.4 Price Increases. DVFS may increase the fees described on
Schedule E to be in effect during any renewal term of this
Agreement, by giving notice to Client at least 120 days before
the beginning of the renewal term affected.
3.5 Late Payments. A service charge at an annual rate equal to the
prime rate as published in the Eastern Edition of the Wall
Street Journal as of the original due date (or, if lower, the
maximum rate permitted by applicable law) shall accrue on any
amount not paid by Client to DVFS within ten days after the
last day for paying such amount under this Agreement, and
shall be payable by Client to DVFS on demand.
3.6 Taxes. The fees and expenses payable by Client under this
Agreement do not include, and Client shall timely pay, all
sales, use, transfer or other taxes which are levied or
imposed by reasons of the transactions contemplated hereby;
excluding, however, income taxes on profits which may be
levied against DVFS.
SECTION 4: DVFS's RESPONSIBILITIES
4.1 Services. DVFS represents to Client that, based upon DVFS's
review of the July 30, 1986 draft of the form of the Policies
and the July 31, 1986 memorandum from Victoria Pickering
concerning such form, DVFS has the capability to perform the
Services. DVFS shall, using reasonable care, perform the
Services in accordance with this Agreement and in compliance
with all applicable laws, rules and regulations. DVFS shall
have no liability under this Section 4.1 unless, within 30
days after the date Client discovered or reasonably should
have discovered any material error caused by DVFS's failure to
so use reasonable care, DVFS receives notice from Client
describing such material error, together with adequate
supporting documentation and data.
4.2 Client's Data. DVFS shall use reasonable care in handling
Client's data which is in DVFS's possession. DVFS's only
obligation under this Section 4.2 is to maintain, in
accordance with prudent standards of insurance record keeping,
daily, weekly and monthly off-site backup copies of Client's
computer data which is in DVFS's possession. DVFS shall have
no liability for any loss or damage arising from Client's
failure to maintain backup copies of all data delivered by
Client or any of its personnel to DVFS.
4.3 Confidentiality. In performing its obligations under this
Agreement, DVFS may have access to and receive disclosure of
certain confidential or proprietary information about Client,
including without limitation marketing philosophies and
objectives, competitive advantages and disadvantages,
financial results, technological developments, names,
addresses, telephone numbers and related information
("Confidential Information"). DVFS shall take all reasonable
steps necessary to protect and preserve the confidential and
proprietary nature of all Confidential Information in its
possession, and shall promptly notify Client of any loss or
misplacement of any Confidential Information in DVFS's
possession. Except as provided in this Agreement or as
reasonably required to perform the Services, DVFS shall not,
directly or indirectly, disclose, give, sell or otherwise
transfer or make available to any third party, or use for any
purpose, or make any copies of, any Confidential Information
in DVFS's possession. Notwithstanding the foregoing,
"Confidential Information" shall not include (a) any
information which is or becomes generally available to the
public or the insurance industry, other than as a result of a
breach of this Agreement by DVFS, (b) any information which is
lawfully obtained by DVFS from a third party, provided that
the third party is not, to DVFS's knowledge, bound by a
nondisclosure agreement with respect thereto, and (c) any
information which DVFS already knew or subsequently develops
from independent sources.
4.4 Records and Permits. DVFS shall maintain, at its principal
administrative office, for the duration of this Agreement and
for a period of five years thereafter, adequate books and
records of all transactions between DVFS, Client and persons
insured under the Policies, provided that the foregoing shall
not require DVFS to retain copies of, or otherwise maintain
records of, any data, information, reports, records or other
documents sent or returned to Client. Client shall have the
right to review such books and records, in accordance with
Section 6, subject to any proprietary rights of DVFS in such
books and records. DVFS shall maintain, for the duration of
this Agreement, all licenses required to be maintained by it
under applicable law, rule or regulation.
4.5 Disclaimer. EXCEPT AS SPECIFICALLY STATED IN THIS AGREEMENT,
DVFS MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY NATURE,
ORAL OR WRITTEN, EXPRESS OR IMPLIED, CONCERNING THE SERVICES
OR ANY OTHER MATTER, INCLUDING WITHOUT LIMITATION IMPLIED
WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR
PURPOSE.
4.6 Limitation on Damages. DVFS's total liability under this
Agreement will not exceed the greater of (a) the total of all
fees actually paid by Client to DVFS during the most recent 12
calendar months, or (b) the amount payable under DVFS's errors
and omissions insurance policy(ies), provided that DVFS
maintains throughout the term of this Agreement an errors and
omissions insurance policy(ies) acceptable by Client in an
amount of not less than one million dollars ($1,000,000.00),
relating to all of the services to be performed hereunder.
DVFS shall at all times as Client may request, but at least
once a year, provide Client proof that said policy(ies) of
insurance are in force. DVFS shall also notify Client when any
claims made against the errors and omissions policy(ies), in
the aggregate, total in excess of one hundred thousand dollars
($100,000.00). Neither DVFS nor Client will be liable for any
special, indirect or consequential damages of any nature,
whether or not foreseeable.
4.7 Other Persons. The responsibilities and obligations of DVFS
under this Agreement run only to Client, and not to any
holder, annuitant, owner, insured or beneficiary of any of the
Policies or any other Person. Under no circumstances will any
Person be considered a third party beneficiary of this
Agreement.
SECTION 5: CLIENT'S OBLIGATIONS
5.1 Data and Documents. Client shall provide to DVFS, as and when
necessary, all data concerning the Policies and other
information, and all forms, applications, certificates and
other documents, reasonably required by DVFS from Client to
properly perform the Services. All such data, information and
documents provided to DVFS by Client or an Authorized Employee
shall be accurate, current and complete, and DVFS shall have
the right to fully rely thereon in performing the Services.
Client shall maintain backup copies of all data, information
and documents provided to DVFS by Client or an Authorized
Employee. DVFS shall also have the right to fully rely on any
data and information supplied by any holder, annuitant, owner,
insured or beneficiary of the Policies, or any agent of the
Client.
5.2 Policies. In offering, selling, issuing, underwriting or
otherwise handling the Policies, Client and its affiliated
insurers shall obtain all required governmental and regulatory
approvals and shall otherwise comply with all applicable
federal, state and local laws, rules and regulations.
5.3 Exclusivity. During the term of this Agreement, DVFS shall be
the exclusive administrator of the Policies. Neither Client
nor any of its affiliated insurers shall appoint any other
Person as administrator of any of the Policies or enter into
any administration or similar agreement with any other Person
with respect to any of the Policies, nor shall Client or any
of its affiliated insurers act as administrator of the
Policies.
5.4 Limited System Access. Client may install a limited number of
remote terminals connected to the System via telephone line,
for the sole purpose of obtaining, at limited times during
DVFS's normal business hours, read-only access to profile
information and account values for the Policies. All costs and
expenses associated with the installation, connection and use
of such terminals shall be paid directly by Client or
reimbursed by Client to DVFS within 30 days after receipt of
DVFS's invoice therefor. Costs reimbursed to DVFS shall
include, without limitation, costs of telephone lines and
multiplexers and, at DVFS's option, clock-time and CPU-time
charges. If and whenever DVFS determines that such access to
the System is disruptive to DVFS's use of the System, DVFS may
further restrict the number of remote terminals used and the
hours of access, and may impose any other restrictions which
DVFS deems necessary. DVFS shall have no liability of any
nature arising from any improper use or disclosure of Policy
information so obtained by Client. Any information regarding
the System itself shall be held in strict confidence by Client
and shall not be used for any purpose or disclosed to any
Person by Client.
SECTION 6: AUDITS
6.1 General Conditions. Upon reasonable notice to DVFS and at
reasonable times, Client may conduct or have conducted audits
of the type described in Sections 6.2 and 6.3. Each such audit
shall be conducted in a manner which avoids any material
disruption to DVFS's business.
6.2 Records Audits. If the audit involves a review of Client's
data and records which are in DVFS's possession, or of DVFS's
books and records maintained in accordance with Section 4.4,
then, at Client's option, the audit may be conducted by
Client's qualified personnel or by a qualified independent
auditor selected by Client, in either case, at Client's sole
expense.
6.3 Systems Audits. If the audit involves a review of DVFS's
procedures, programs and systems, or of DVFS's proprietary
records pertaining to this Agreement, then, at Client's
options, the audit may be conducted by Client's qualified
personnel or by a qualified independent auditor reasonably
satisfactory to DVFS, selected and paid for by Client,
provided that such personnel or auditor signs a reasonably
acceptable confidentiality agreement with DVFS before
beginning the audit.
SECTION 7: DURATION AND TERMINATION
7.1 Term of Agreement. The term of this Agreement begins on the
date stated on the first page of this Agreement, and shall
continue for the number of years stated as the Initial Term on
the first page of this Agreement, and thereafter for
successive one year renewal terms (or such other renewal terms
as are then mutually agreed upon), unless and until terminated
as provided in Section 7.3.
7.2 Default. The occurrence of any one or more of the following
events shall constitute a default under this Agreement by the
party to whom the event relates ("Default"):
(a) Any failure or refusal by Client to pay any amount to DVFS
within 15 days after the last day for payment of such amount
under this Agreement.
(b) Any failure or refusal by a party to perform or satisfy any
term or condition of this Agreement, if such failure
continues for more than 30 days after the other party gives
notice thereof to such party, provided that such failure or
refusal shall not constitute a Default if more than 30 days
are reasonably required for its cure and the party involved
commences the cure during such 30-day period and thereafter
diligently prosecutes the cure to completion.
(c) The voluntary or involuntary bankruptcy or insolvency of a
party, the voluntary or involuntary dissolution or
liquidation of a party, the admission in writing by a party
of its inability to pay its debts as they mature, or the
assignment by a party for the benefit of creditors.
7.3 Termination of Agreement. This Agreement may not be terminated by
either party except as follows:
(a) Either party may terminate this Agreement immediately upon
notice to the other party if the other party is in Default
under this Agreement. If Client is in Default under Section
3, Section 5.3 or Section 8.1 of this Agreement, DVFS may,
without terminating this Agreement, withhold its performance
of the Services until Client's Default has been cured.
(b) Either party may terminate this Agreement at the end of the
Initial Term by giving notice to the other party at least
180 days before the end of the Initial Term. If DVFS gives
Client notice of a price increase to be effective at the end
of the Initial Term, then Client may terminate this
Agreement at the end of the Initial Term by giving notice to
DVFS at least 90 days before the end of the Initial Term.
(c) Either party may terminate this Agreement at the end of any
renewal term by giving notice to the other party at least 90
days before the end of the then current renewal term.
(d) If, after the Initial Term of the Agreement, the aggregate
account values of the Policies fall below $50 million and
remain below that amount for a period of more than 90 days,
then DVFS may terminate this Agreement upon 120 days prior
notice to Client, provided that:
(i) By giving written notice to DVFS at least 30 days
before the end of such 120-day period, Client may
extend the term of this Agreement up to an additional
90 days. During any such extension period, all Base
Compensation payable by Client under this Agreement
shall be increased by a 20% surcharge.
(ii) If the aggregate account values of all policies then
administered by DVFS for Client (including the Policies
administered under this Agreement and all other
policies administered under other agreements between
DVFS and Client) exceed $300 million, then DVFS shall
not have the right to terminate this Agreement. If, due
to the foregoing, DVFS cannot terminate this Agreement,
then all Base Compensation payable by Client under this
Agreement shall be increased by a 20% surcharge for as
long as the aggregate account values of the Policies
remain below $50 million.
(c) If there is a change in any federal, state or local
law, rule or regulation which affects the Services, or
if any regulatory agency having jurisdiction over
Client takes a position which affects the Services and
of which DVFS is notified in writing by Client, and if,
despite using its best efforts, DVFS is unable to
develop and implement the necessary changes in the
System or Services on a timely basis, then Client may
give notice to DVFS of its intent to terminate 45 days
after DVFS receives such notice unless DVFS is first
able to complete the development and implementation of
the necessary changes in the System and Services. For
purposes of this Section 7.3(e), the necessary changes
in the System and Services" means those changes
required so that the Services continue to comply in all
material respects with all applicable laws, rules,
regulations, and other applicable administrative
requirements.
(d) If DVFS assigns this Agreement, without Client's
consent, in accordance with Section 9.3 (b) and, as a
result, there is a significant change in the management
of DVFS, then client may terminate this Agreement upon
120 days prior notice to DVFS.
(e) If DVFS is unable to substantially perform the Services
for more than 30 days due to one of the causes
described in Section 2.5, then Client may give notice
to DVFS of its intent to terminate this Agreement, and
this Agreement shall terminate 15 days after DVFS
receives such notice unless DVFS is first able to
resume performance of the Services.
(f) If DVFS is in default under Section 7.2(c) of this
Agreement, Client shall, in its sole discretion, have
the option to obtain a nonexclusive license to use the
System, on an "as is" basis and limited to use for
administering the Policies, in which event Client and
DVFS shall negotiate in good faith the fee for the
license and other terms governing such license, and
shall enter into a written license agreement. This
Section 7.3(h) shall survive the termination of this
Agreement.
7.4 Effect of Termination. Upon termination of this Agreement:
(a) Provided Client is not in Default, DVFS shall assist
Client, at Client's sole expense, in converting
Client's data and records to another administrator
selected by Client.
(b) Whether or not Client is in Default, DVFS shall
promptly return to Client, at Client's sole expense,
all data, records and documents belonging to Client and
then in DVFS's possession.
(c) All fees and expenses due to DVFS for Services rendered
up to the date of termination, and all charges due to
DVFS for conversion assistance and return of materials
under this Section 7.4, shall be paid promptly by
Client to DVFS.
SECTION 8: INDEMNIFICATION
8.1 Indemnification by Client. Client shall indemnify and hold
harmless DVFS (and its directors, officers, employees and
agents) from and against any all demands, claims, actions,
suits, proceedings (whether civil, criminal, administrative,
investigative or otherwise), orders, judgments, liabilities,
losses, damages, settlements, costs and expenses (including
without limitation reasonable attorneys' fees, court costs,
fines and penalties) arising out of or caused by (a) the
performance by DVFS of the Services, except to the extent that
DVFS shall not have performed the Services in compliance with
this Agreement, (b) the failure or refusal by Client to
substantially perform any of its obligations under this
Agreement, or (c) the offer, sale, issuance or underwriting of
any of the Policies (except to the extent DVFS is responsible
for issuance of Policies hereunder) or any other policies
offered, sold, issued or underwritten by Client or any of its
affiliated insurers. Without limiting the generality of the
foregoing, this indemnification by Client shall cover any and
all liabilities, losses, damages, costs and expenses
(including without limitation fines and penalties) arising out
of or caused by any action or omission of DVFS in reasonable
reliance upon any oral or written data or information, any
oral or written request or instruction, or any form,
application, certificate or other document, provided to DVFS
by Client or by any Authorized Employee or agents, or by any
holder, annuitant, owner, insured or beneficiary of the
Policies, including without limitation any such action or
omission which constitutes a violation of any federal, state
or local law, rule or regulation.
8.2 Indemnification by DVFS. DVFS shall indemnify and hold
harmless Client (and its directors, officers, employees and
agents) from and against any and all demands, claims, actions,
suits, proceedings (whether civil, criminal, administrative,
investigative or otherwise), orders, judgments, liabilities,
losses, damages, settlements, costs and expenses (including
without limitation reasonable attorneys' fees, court costs,
fines and penalties) arising out of or caused by the
performance by DVFS of the Services, but only to the extent
that DVFS shall not have performed the Services in compliance
with this Agreement. Without limiting the generality of the
foregoing, this indemnification by DVFS shall cover any and
all liabilities, losses, damages, costs and expenses
(including without limitation fines and penalties) arising out
of or caused by any violation of any federal, state or local
law, rule or regulation resulting from DVFS's failure to
perform the Services in compliance with this Agreement.
8.3 Defense of Indemnification Matters. With respect to any demand
or proceeding involving a matter ("Indemnification Matter")
against which one party ("Indemnitee") is indemnified by the
other party ("Indemnitor") under this Section 8, the
Indemnitor shall be solely responsible, at its sole expense,
for litigating, defending or otherwise attempting to resolve
such demand or proceeding, and the Indemnitee shall fully
cooperate with the Indemnitor and its counsel in their efforts
to litigate, defend or otherwise attempt to resolve such
demand or proceeding, and the Indemnitee shall have the right
to participate therein through counsel of its own choice. The
Indemnitor shall not, however, agree to any settlement without
the Indemnitee's prior written consent, which shall not be
unreasonably withheld.
8.4 Indemnification, Policies and Payments. With respect to each
Indemnification Matter:
(a) Within 30 days after the Indemnitee receives written documents
pertaining to the demand or proceeding underlying such
Indemnification Matter, or within such shorter period of time as
may be necessary under the circumstances to avoid prejudice to
the Indemnitor's rights, the Indemnitee shall give notice to the
Indemnitor of the nature of such Indemnification Matter and shall
deliver to the Indemnitor copies of all such written documents.
(b) Within 10 days after a final agreement is reached or a final
judgment is rendered with respect to such Indemnification Matter,
the Indemnitor shall pay to the Indemnitee any amounts to which
the Indemnitee is entitled under this Section 8, provided that
the Indemnitee may offset such amounts against any sums it may
then owe to the Indemnitor.
8.5 Survival. The provisions of this Section 8 shall survive the
termination of this Agreement.
SECTION 9: OTHER PROVISIONS
9.1 Notices. All notices and consents required or permitted to be
given under this Agreement shall be in writing and shall be
deemed to have been duly given if and when (a) delivered
personally, (b) transmitted by prepaid telegram or telex, (c)
mailed by first class certified mail, return receipt
requested, postage prepaid, or (d) sent by a nationally
recognized express courier service, postage or delivery
charges prepaid, to Client at is address stated on the first
page of this Agreement, or to DVFS at Great Valley Corporate
Center, Ten Valley Stream Parkway, Malvern, Pennsylvania
19355, Attention: President. Either party may from time to
time change its address for notices, by giving notice of a new
address to the other party in accordance with this Section
9.1.
9.2 Relationship between Parties. Client acknowledges that DVFS
has entered into and in the future may enter into
administration agreements and other arrangements with other
insurance companies. No provision of this Agreement shall in
any manner restrict the right of DVFS to transact business of
nay nature with other insurance companies or any other
Persons. The relationship between Client and DVFS shall be
that of independent contractors, and no provision of this
Agreement shall be construed to constitute either party as a
partner, joint venturer or agent of the other. Neither party
shall have any authority to bind the other party in any
manner. Neither party shall be liable in any manner for the
debts and liabilities of the other party, and , except as
provided in this Agreement, each party shall be solely
responsible for all costs and expenses incurred by it in
performing its obligations under this Agreement.
9.3 Assignments. Neither party shall, voluntarily, by operation of
law or otherwise, assign any of its rights or obligations
under this Agreement without the prior consent of the other
party, except that (a) DVFS, in its sole discretion, may
delegate or subcontract certain of its obligations under this
Agreement without Client's consent, provided that DVFS shall
remain liable for all such obligations, and provided further,
however, that with respect to any material obligation to be
performed by DVFS under this Agreement, the prior written
consent of Client shall first be obtained, (b) DVFS may assign
this Agreement, without Client's consent, to a successor to or
purchaser of all or substantially all of that part of DVFS's
business to which this Agreement relates, if the successor or
purchaser agrees in writing to be bound by the provisions of
this Agreement, and (c) Client may assign this Agreement,
without DVFS's consent, to AIG Life Insurance Co., Delaware
American Life Insurance Company, or another substantive
affiliate of Client. The assigning party shall promptly notify
the other party of any such assignment.
9.4 Entire Understanding. This Agreement, together with the
attached Schedules, states the entire understanding between
the parties with respect to the subject matter hereof, and
supersedes all earlier and contemporaneous oral and written
communications and agreements with respect to the same subject
matter. This Agreement shall not be modified except as
provided in this Agreement or in a written document signed by
both parties, and this Agreement shall not be terminated
except as provided in Section 7.3 or in a written document
signed by both parties.
9.5 Parties in Interest. This Agreement shall bind Client and DVFS
and their respective successors and assigns. This Agreement
shall benefit and be enforceable by Client and DVFS, and, to
the extent permitted by this Agreement, their respective
successors and assigns.
9.6 No Waivers. No failure to exercise, delay in exercising, or
single or partial exercise of any right, power or remedy by
either party shall constitute a waiver of , or shall preclude
any other or further exercise of , the same or any other
right, power or remedy.
9.7 Severability. If any provision of this Agreement is construed
to be invalid, illegal or unenforceable, then the remaining
provisions of this Agreement shall not be affected thereby and
shall be enforceable without regard thereto.
9.8 Counterparts. This Agreement may be executed in any number of
counterparts, each of which when so executed and delivered
shall be an original hereof, and it shall not be necessary in
making proof of this Agreement to produce or account for more
than one counterpart hereof.
9.9 Section Headings. Section and subsection headings are for
convenience of reference only, do not constitute a part of
this Agreement, and shall not affect its interpretation.
9.10 Controlling Law. This Agreement is made under, and shall be
construed and enforced in accordance with, the laws of the
Commonwealth of Pennsylvania applicable to agreements made and
to be performed solely therein.
9.11 Definition of Person. As used in this Agreement, "Person"
means any individual, sole proprietorship, joint venture,
partnership, corporation, bank, insurance company,
association, cooperative, trust, estate, government (or any
branch, agency or subdivision thereof), regulatory authority,
or any other entity.
9.12 Arbitration. Any disputes between the parties arising out of,
or relating to this Agreement shall be submitted to and
settled by arbitration in the City of Philadelphia,
Pennsylvania, before and in accordance with the rules then
recognized by the American Arbitration Association. Each party
shall be responsible for its own travel expenses. Each party
shall pay 50% of the fees and expenses of any arbitration,
unless the arbitrators determine that one party acted
arbitrarily or in bad faith, in which case that party shall
pay all such fees and expenses. Decisions of the arbitrators
shall be final and binding upon both parties, and judgment
thereon may be entered in any court of competent jurisdiction.
9.13 Definition of Affiliated Insureres. As used in this Agreement,
"Affiliated Insurers" of Client means any existing domestic
life insurer affiliated of Client.
WITNESS THE DUE EXECUTION AND DELIVERY HEREOF as the date
first stated above.
CLIENT:
DELAWARE VALLEY FINANCIAL AMERICAN INTERNATIONAL LIFE
SERVICES, INC. ASSURANCE COMPANY OF NEW YORK
By: /s/ A.C. Alloway, Jr. By: /s/ James A. Bambrick
Print Print
Name: A.C. Alloway, Jr. Name: James A. Bambrick
Title: President Title: Vice President
