AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 27, 1998
FILE NO. 33-39171
811-5301
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. 12 [X]
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
Amendment No. 29 [ X]
(Check appropriate box or boxes.)
VARIABLE ACCOUNT I
(Exact Name of Registrant)
AIG Life Insurance Company
(Name of Depositor)
600 King Street, Wilmington, DE 19801
(Address of Depositor's Principal Executive Offices) (Zip Code)
(302) 594-2978
(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. and 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 8, 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. 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.
b. Exhibits
1. Certificate of Resolution for AIG Life Insurance Company 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 AIG Life Insurance
Company and American International Fund Distributors, dated
August 1, 1988;
(b) Broker/Dealer Agreement between AIG Life Insurance Company
and American International Fund Distributors, dated August
1, 1988;
(c) Selling Agreement between AIG Life Insurance Company,
American International Life Assurance Company of New York
and AIG Equity Sales Corporation, dated October 1998
(d) Distribution Agreement between, AIG Life Insurance Company,
American International Life Assurance Company of New York
and Alliance Fund Distributors, dated June 11, 1991;
(e) Buy Sell Agreement between AIG Life Insurance Company 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 (45648 - 4/87)
(b) Form of Individual Variable Annuity Policy (11VAN0896)
(c) Form of Group Variable Annuity Policy (11VAN0896GP)
(d) Form of Variable Annuity Certificate of Coverage (16VAN0896)
5. (a) Form of variable annuity application (14VAN897)
(b) Form of Flexible Variable Annuity application (56778 11/96)
(c) Form of Single Variable Annuity application (52970 11/96)
(d) Form of Group Variable Annuity application (56451 11/96)
6. (a) By-Laws of AIG Life Insurance Company as amended through
December 31, 1991;
(b) Certificate of Incorporation of AIG Life Insurance Company,
dated December 31, 1991
(c) Restated Certificate of Incorporation of AIG Life Insurance
Company, dated December 31, 1991. The original Certificate
of Incorporation was filed in Pennsylvania on June 18, 1962
7. N/A
8. Delaware Valley Financial Services, Inc. Administrative
Agreement appointing Delaware Valley Financial Services,
Inc. by AIG Life Insurance Company and American
International Life Assurance Company of New York, dated
October 1, 1986.
9. Incorporated by reference to Registrant's Post-Effective
Amendment No. 11 to Form N-4 (File No. 33-39171), filed on
May 1, 1998
10. Incorporated by reference to Registrant's Post-Effective
Amendment No. 11 to Form N-4 (File No. 33-39171) 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. 11 to Form N-4 (File No. 33-39171), filed on
May 1, 1998
Item 25. Directors and Officers of the Depositor
Incorporated by reference to Registrant's Post-Effective
Amendment No. 11 to Form N-4 (File No. 33-39171), 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 Group, 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. 11 to Form N-4 (File No. 33-39171), filed on
May 1, 1998
Item 28. Indemnification
Principal Underwriter's Agreement between AIG Life Insurance
Company 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. 12 to Form N-4 (File No.
33-39171), filed on October 27, 1998.
Item 29. Principal Underwriter
Incorporated by reference to Registrant's Post-Effective
Amendment No. 11 to Form N-4 (File No. 33-39171), filed on
May 1, 1998
<PAGE>
Item 30. Location of Accounts and Records.
Incorporated by reference to Registrant's Post-Effective
Amendment No. 11 to Form N-4 (File No. 33-39171), filed on
May 1, 1998
Item 31. Management Services.
Not applicable.
Item 32. Undertakings
Incorporated by reference to Registrant's Post-Effective
Amendment No. 11 to Form N-4 (File No. 33-39171), filed on
May 1, 1998
<PAGE>
Signatures - Incorporated by reference to Registrant's
Post-Effective Amendment No. 11 to Form N-4 (File No.
33-39171), filed on May 1, 1998
<PAGE>
EXHIBITS TO
AMENDMENT NUMBER 12 TO
FORM N-4
FOR
VARIABLE ACCOUNT I
<PAGE>
INDEX TO EXHIBITS
Exhibit
b.
1. Certificate of Resolution for AIG Life Insurance Company dated
June 5, 1986, authorizing the issuance and sale of variable and
fixed annuity contracts.
3. (a) Principal Underwriter's Agreement between AIG Life Insurance
Company and American International Fund Distributors, dated
August 1, 1988;
(b) Broker/Dealer Agreement between AIG Life Insurance Company
and American International Fund Distributors, dated August
1, 1988;
(c) Selling Agreement between AIG Life Insurance Company,
American International Life Assurance Company of New York
and AIG Equity Sales Corporation, dated October 1998
(d) Distribution Agreement between, AIG Life Insurance Company,
American International Life Assurance Company of New York
and Alliance Fund Distributors, dated June 11, 1991;
(e) Buy Sell Agreement between AIG Life Insurance Company 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 (45648 - 4/87)
(b) Form of Individual Variable Annuity Policy (11VAN0896)
(c) Form of Group Variable Annuity Policy (11VAN0896GP)
(d) Form of Variable Annuity Certificate of Coverage (16VAN0896)
5. (a) Form of variable annuity application (14VAN897)
(b) Form of Flexible Variable Annuity application (56778 11/96)
(c) Form of Single Variable Annuity application (52970 11/96)
(d) Form of Group Variable Annuity application (56451 11/96)
6. (a) By-Laws of AIG Life Insurance Company as amended through
December 31, 1991;
(b) Certificate of Incorporation of AIG Life Insurance Company,
dated December 31, 1991
(c) Restated Certificate of Incorporation of AIG Life Insurance
Company, dated December 31, 1991. The original Certificate
of Incorporation was filed in Pennsylvania on June 18, 1962
8. Delaware Valley Financial Services, Inc. Administrative Agreement
appointing Delaware Valley Financial Services, Inc. by AIG Life
Insurance Company and American International Life Assurance
Company of New York, dated October 1, 1986.
EXHIBIT 1
Certificate of Resolution for AIG Life Insurance Company 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 AIG LIFE INSURANCE COMPANY, a corporation organized and existing under the
laws of Delaware, DO HEREBY CERTIFY that by virtue of my office I custody of the
original records of the said corporation; that at a meeting of the Board of
Directors of the said corporation duly 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 (i) 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 writings 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 in 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; and
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 AIG Life Insurance Company
and American International Fund Distributors, dated August 1, 1988
<PAGE>
PRINCIPAL UNDERWRITER'S AGREEMENT
IT IS HEREBY AGREED by and between AIG LIFE INSURANCE COMPANY
("INSURANCE COMPANY") on behalf of VARIABLE ACCOUNT I (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
AIG LIFE INSURANCE COMPANY
/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 AIG Life Insurance Company and
American International Fund Distributors, dated August 1, 1988
<PAGE>
BROKER-DEALER AGREEMENT
IT IS HEREBY AGREED by and between AIG Life Insurance Company (hereinafter
referred to as "INSURANCE COMPANY"), a Pennsylvania 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
AIG LIFE INSURANCE COMPANY
/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 AIG Life Insurance Company, American
International Life Assurance Company of New York and AIG Equity Sales
Corporation, 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
- --------------------------------------
/S/
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, AIG Life Insurance Company, American
International Life Assurance Company of New York 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 AIG Life Insurance Company and Alliance
Variable Products Series Fund and Alliance Capital Management, L.P.,
dated June 11, 1991
<PAGE>
This AGREEMENT is made this 11th day of June, 1991 by and between AIG Life
Insurance Company (the "Insurance Company"), on its own behalf and on behalf of
Variable Account I (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, 1991, the
Investment Advisory Agreement ("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 Commonwealth of Pennsylvania 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: AIG Life Insurance Company
______________________________ on its own behalf and on behalf
of Variable Account I
/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
(45648 - 4/87)
<PAGE>
AIG LIFE
AIG LIFE INSURANCE COMPANY
ONE ALICO PLAZA
WILMINGTON, DELAWARE 19899
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/Elizabeth M. Tuck /s/R. J. O'Connell
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> <C> <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 10
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.
<PAGE>
DEFINITIONS
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 - AIG Life Insurance Company.
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.
We shall not be bound by any promise made by any other person. Any changes must
be made in writing and with your consent, except as may be required by
applicable law.
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 Variable Basis
Option 1: Life Income*
Monthly Income per $1,000 annuitized
AgeMonthly lncome Age Monthly Age Monthly Age Monthly
Income Income Income
<S> <C> <C> <C> <C> <C> <C> <C>
30 4.35 44 4.68 58 5.45 72 7.44
31 4.36 45 4.72 59 5.53 73 7.68
32 4.38 46 4.75 60 5.62 74 7.95
33 4.40 47 4.80 61 5.72 75 8.23
34 4.42 48 4.84 62 5.82 76 8.54
35 4.44 49 4.88 63 5.94 77 8.88
36 4.46 50 4.93 64 6.06 78 9.25
37 4.48 51 4.98 65 6.19 79 9.66
38 4.50 52 5.04 66 6.33 80 10.10
39 4.53 53 5.09 67 6.48 81 10.58
40 4.56 54 5.16 68 6.64 82 11.12
41 4.58 55 5.22 69 6.82 83 11.70
42 4.61 56 5.29 70 7.01 84 12.34
43 4.65 57 5.37 71 7.21 85 13.03
</TABLE>
<TABLE>
Option 2: Life Income with 10 years Payments Guaranteed*
Monthly Income per $1,000 annuitized
Age Monthly Age Monthly Age Monthly Age Monthly
Income Income Income Income
<S> <C> <C> <C> <C> <C> <C> <C>
30 4.35 44 4.67 58 5.39 72 7.07
31 4.36 45 4.71 59 5.47 73 7.25
32 4.38 46 4.74 60 5.56 74 7.43
33 4.39 47 4.78 61 5.65 75 7.62
34 4.41 48 4.82 62 5.74 76 7.82
35 4.43 49 4.87 63 5.84 77 8.03
36 4.45 50 4.91 64 5.95 78 8.23
37 4.47 51 4.96 65 6.06 79 8.44
38 4.50 52 5.01 66 6.18 80 8.65
39 4.52 53 5.07 67 6.31 81 8.85
40 4.55 54 5.12 68 6.45 82 9.05
41 4.58 55 5.19 69 6.59 83 9.24
42 4.61 56 5.25 70 6.74 84 9.41
43 4.64 57 5.32 71 6.90 85 9.57
</TABLE>
<TABLE>
Option 3: Joint and Last Survivor*
Monthly Income per $1,000 annuitized
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Age 40 45 50 55 60 65 70 75
40 4.38 4.42 4.45 4.48 4.50 4.51 4.52 4.53
45 4.48 4.54 4.58 4.62 4.65 4.67 4.68
50 4.62 4.70 4.76 4.82 4.86 4.89
55 4.82 4.92 5.01 5.08 5.14
60 5.08 5.23 5.36 5.46
65 5.46 5.68 5.86
70 6.01 6.33
75 6.84
</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
AgeMonthly lncome Age Monthly Age Monthly Age Monthly
Income Income Income
<S> <C> <C> <C> <C> <C> <C> <C>
30 3.33 44 3.72 58 4.54 72 6.57
31 3.35 45 3.76 59 4.63 73 6.82
32 3.37 46 3.80 60 4.73 74 7.08
33 3.39 47 3.85 61 4.83 75 7.37
34 3.41 48 3.90 62 4.94 76 7.68
35 3.44 49 3.95 63 5.05 77 8.02
36 3.46 50 4.00 64 5.18 78 8.38
37 3.49 51 4.05 65 5.31 79 8.78
38 3.52 52 4.11 66 5.45 80 9.22
39 3.55 53 4.17 67 5.61 81 9.70
40 3.58 54 4.24 68 5.77 82 10.23
41 3.61 55 4.31 69 5.95 83 10.81
42 3.65 56 4.38 70 6.14 84 11.44
43 3.68 57 4.46 71 6.35 85 12.13
</TABLE>
<TABLE>
Option 2: Life Income with 10 years Payments Guaranteed*
Monthly Income per $1,000 annuitized
Age Monthly Age Monthly Age Monthly Age Monthly
Income Income Income Income
<S> <C> <C> <C> <C> <C> <C> <C>
30 3.33 44 3.71 58 4.51 72 6.25
31 3.35 45 3.75 59 4.59 73 6.44
32 3.37 46 3.79 60 4.68 74 6.63
33 3.39 47 3.84 61 4.77 75 6.83
34 3.41 48 3.88 62 4.87 76 7.03
35 3.44 49 3.93 63 4.98 77 7.25
36 3.46 50 3.98 64 5.09 78 7.46
37 3.49 51 4.04 65 5.21 79 7.68
38 3.51 52 4.09 66 5.33 80 7.89
39 3.54 53 4.15 67 5.47 81 8.10
40 3.57 54 4.22 68 5.61 82 8.31
41 3.61 55 4.28 69 5.76 83 8.51
42 3.64 56 4.35 70 5.91 84 8.69
43 3.68 57 4.43 71 6.08 85 8.86
</TABLE>
<TABLE>
Option 3: Joint and Last Survivor*
Monthly Income per $1,000 annuitized
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Age 40 45 50 55 60 65 70 75
40 3.38 3.43 3.47 3.50 3.52 3.53 3.54 3.55
45 3.51 3.58 3.63 3.67 3.69 3.71 3.77
50 3.68 3.77 3.84 3.89 3.93 3.99
55 3.90 4.02 4.11 4.18 4.23
60 4.19 4.35 4.48 4.58
65 4.60 4.82 5.00
70 5.18 5.50
75 6.02
</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>
AIG LIFE
AIG LIFE INSURANCE COMPANY
ONE ALICO PLAZA
WILMINGTON, DELAWARE 19899
A capital stock company
INDIVIDUAL FLEXIBLE PREMIUM VARIABLE ANNUITY
NONPARTICIPATING
EXHIBIT 4(b)
Form of Individual Variable Annuity Policy (11VAN0896)
<PAGE>
AIG Life Insurance Company
P.O. Box 667
One Alico Plaza
Wilmington, Delaware 19899-0667
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:
/s/ Elizabeth M. Tuck /s/ R J O'Connell
Elizabeth M. Tuck R J O'Connell
Secretary President
<PAGE>
INDIVIDUAL VARIABLE ANNUITY
NONPARTICIPATING
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
MARKET VALUE ADJUSTMENT 9
CONTRACT CHARGES 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
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<TABLE>
CONTRACT SCHEDULE
<S> <C> <C> <C>
CONTRACT NUMBER: ( ) INITIAL PREMIUM: ($5,000)
OWNER(S): (JOHN DOE) MINIMUM SUBSEQUENT PREMIUM: ($1,000)
ANNUITANT: (JOHN DOE)
BENEFICIARY: (JANE DOE)
EFFECTIVE DATE: ( )
ANNUITY DATE: ( )
</TABLE>
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.
ACCIDENTAL DEATH BENEFIT CHARGE: Equal on an annual basis to .10% of the average
daily net assets of the Variable Account .
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
Since Premium Payment Premium
0 6%
1 6%
2 5%
3 5%
4 4%
5 3%
6 2%
7 0%
SEPARATE ACCOUNT: [Variable Account I]
ANNUITY SERVICE OFFICE:
[ AIG Life Insurance Company ]
[ c/o Delaware Valley Financial Services ]
[ 300 Berwyn Park ]
[ P.O. Box 3031 ]
[ Berwyn, PA 19312-0031 ]
[ (800) 255-8402 ]
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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.
INJURY - Bodily injury caused by an accident which occurs while coverage under
the Accidental Death Benefit is in force, and resulting, directly and
independently from all other causes, in death.
MARKET VALUE ADJUSTMENT - An adjustment applied as a result of a transfer or
surrender of an amount allocated to the Guaranteed Account which occurs on a
date prior to the end of an applicable Guarantee Period.
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 - AIG Life Insurance Company.
YOU, YOUR - The Owner of this contract.
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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.
FACILITY OF PAYMENT - If a payee is unable to give a valid receipt for a payment
made under this contract, We may make payments to the person who, in Our
opinion, is caring for that payee until claim is made by his duly appointed
guardian or other legal representative.
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.
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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.
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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.
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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 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.
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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.
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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 Contract Value you have
transferred to it.
GUARANTEE PERIODS - The portion of Your Contract Value within the Guaranteed
Account is credited with interest at rates guaranteed by Us for the Guarantee
Period(s) selected. Interest is credited on a daily basis at the then applicable
effective guaranteed interest rate for the applicable Guarantee Period. You may
select from one or more Guarantee Periods which we offer at any particular time.
We reserve the right at any time to add or delete Guarantee Periods. If You have
allocated any part of Your Initial Premium to a
Guarantee Period, the amount allocated, as well as the duration of the Guarantee
Period is shown on the Contract Schedule.
The guaranteed interest rate applicable to an allocation of Premium or transfer
of Contract Value to a 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, including any of the Guaranteed Periods,
will not be less than 3%.
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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 a Guarantee Period of the Guaranteed Account, to
another Subaccount or Guarantee Period of 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.
Transfers from one Guarantee Period to another may also be subject to a Market
Value Adjustment.
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 of the same duration and under the
same restrictions as if You had requested such transfer. However, if a new
Guarantee Period of the same duration is not available, then that portion
of Your Contract Value will be transferred to the Guarantee Period next
shortest in duration.
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 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.
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MARKET VALUE ADJUSTMENT
A surrender or transfer ("redemption") of any portion of the Contract Value
allocated to the Guaranteed Account may be subject to a Market Value Adjustment
if the redemption occurs one year or more prior to the expiration of the
applicable Guarantee Period.
MARKET VALUE ADJUSTMENT FACTOR - The Market Value Adjustment is calculated by
multiplying the amount to be redeemed from a Guarantee Period by the Market
Value Adjustment Factor determined from the following formula:
.75 x (A-B) x (N/12) = Market Value Adjustment Factor, where:
A = the guaranteed interest rate applicable to the portion of the Contract Value
to be redeemed.
B = the guaranteed rate of interest currently
available for a Guarantee Period equal in duration to the Guarantee
Period from which the Contract Value is being redeemed. If no such
Guarantee Period is then currently available, "B" will be calculated by
straight line interpolation between the guaranteed interest rates then
available nearest in duration to the time
remaining in the Guarantee Period from which the redemption is to be
made, unless either a longer or a shorter Guarantee Period is
unavailable. In such event, "B" will be equal to the guaranteed rate of
interest currently available for a Guarantee Period closest in duration
to the Guarantee Period from which the Contract Value is being redeemed.
N = the number of complete and partial months remaining to the end of the
applicable Guarantee Period.
In situations where "A" is greater than "B", the Market Value Adjustment will be
added to the amount redeemed. Alternatively, if "B" is greater than "A", the
Market Value Adjustment will be subtracted from the amount redeemed.
MINIMUM SURRENDER VALUE - The minimum surrender value for amounts allocated to a
Guarantee Period of the Guaranteed Account is the amount allocated to that
Guarantee Period (less surrenders) with interest compounded annually at the rate
of 3%, reduced by any applicable Deferred Sales Charge.
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CONTRACT CHARGES
All charges and fees shown on the Contract Schedule are the maximum amounts
which We may charge. We may, however, charge less than the maximum.
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.
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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 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.
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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. We may, at the time of election of an Annuity Option, offer more
favorable rates 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 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.
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.
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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, the death benefit will be the Contract
Value. Otherwise, We will pay the death benefit equal to the greatest of:
1. the total of all Premiums paid, less surrenders; 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 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 the lifetime of the designated Beneficiary with distribution
beginning within 1 year of the date of death of the Owner (see Annuity
Options section of this contract); 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.
ACCIDENTAL DEATH BENEFIT - If an Accidental Death Benefit Charge is included on
the Contract Schedule, an Accidental Death Benefit may be payable which is equal
to the lesser of the Contract Value as of the date the death benefit is
determined or $250,000. The Accidental Death Benefit is payable if the death of
the primary Owner (i.e. the first owner listed on the contract schedule) occurs
prior to the Contract Anniversary next following his 75th birthday and is the
result of an Injury incurred while he was the primary Owner. The death must also
occur before the Annuity Date and within 365 days of the date of the accident
which caused the Injury.
The Accidental Death Benefit will not be paid for any death caused by or
resulting (in whole or in part) from the following:
1. suicide or attempted suicide while sane or insane; intentionally
self-inflicted injuries;
2. sickness, disease or bacterial infection of any kind, except pyogenic
infections which occur as a result of an injury or bacterial infections
which result from the accidental ingestion of contaminated substances;
3. hernia;
4. injury sustained as a consequence of riding in, including boarding or
alighting from, any vehicle or device used for aerial navigation except if
the primary Owner is a passenger on any aircraft licensed for the
transportation of passengers; 5. declared or undeclared war or any act
thereof; or 6. service in the military, naval or air service of any
country.
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.
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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 Guaranteed Account in
the ratio that the value of each Subaccount bears to the total Contract 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 Contract Value, subject to any Market Value
Adjustment, 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.
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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.
<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>
<PAGE>
<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 with projection scale G at 3.00%
interest. 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.
<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>
<PAGE>
<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 with projection scale G at 5.00%
interest. 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.
AIG LIFE INSURANCE COMPANY
P.O. Box 667
One Alico Plaza
Wilmington, Delaware 19899-0667
INDIVIDUAL VARIABLE ANNUITY
NONPARTICIPATING
EXHIBIT 4 (c)
Form of Group Variable Annuity Policy (11VAN0896GP)
<PAGE>
Wilmington, Delaware 19899-0667
A capital stock company
This Group Contract is a contract between AIG Life Insurance Company ("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.
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.
This Group Contract is non-participating and is not entitled to share in Our
surplus earnings.
/s/ Elizabeth M. Tuck /s R J O'Connell
Secretary President
GROUP VARIABLE ANNUITY GROUP CONTRACT
Non-Participating
- -------------------------------------------------------------------------------
INDEX
- -------------------------------------------------------------------------------
<PAGE>
Group Contract Sections Page
Group Contract Schedule 3
Group Contract Provisions 4
<PAGE>
GROUP CONTRACT SCHEDULE
GROUP CONTRACT NUMBER [00004]
GROUP CONTRACTHOLDER [Direct Consumer's Group Trust Dated April 8, 1996]
GROUP CONTRACT EFFECTIVE DATE [January 15, 1998]
ELIGIBLE PERSONS: [Customers, members or employees of participating
financial institutions]
ANNUITY SERVICE OFFICE: [AIG Life Insurance Company
c/o Delaware Valley Financial Services
300 Berwyn Park
P.O. Box 3031
Berwyn, PA 19312-0031
(800) 255-8402]
<PAGE>
GROUP CONTRACT PROVISIONS
Eligible Persons. Persons eligible to become Certificateholders under this Group
Contract are those described as Eligible Persons on the Group Contract Schedule.
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.
A certificate may be modified by rider or endorsement issued by Us to be
attached to the certificate. The rider or endorsement will set forth the
modifications to the certificate which affect the Annuitant.
Premiums. All premiums are payable in advance to Us. The initial premium for
each Annuitant is shown on the Contract Schedule of the certificate.
Required Data. The Group Contractholder must give Us all 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 life insurance provided by this Group
Contract.
Continuation Of This Group Contract. This Group Contract will continue in force,
subject to the Group Contract Termination provision.
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.
Changing This Group Contract. This Group Contract 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 extend the time
for paying a premium.
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 to meet the minimum requirements of those laws.
Group Contract Termination. This Group Contract may only be terminated with
respect to the issuance of new certificates. Either We or the Group
Contractholder may terminate this Group Contract upon giving at least 31 days
written notice to the other. We will not terminate this Group Contract prior to
the end of the first year following the Group Contract Effective Date.
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 end.
Certificate Provisions Made Part Of This Group Contract. The remainder of this
Group Contract consists of provisions that appear in the certificates, riders
and endorsements. A copy of the certificates, riders and endorsements is added
to and made a part of this Group Contract.
<PAGE>
AIG LIFE INSURANCE COMPANY
P.O. Box 667
One Alico Plaza
Wilmington, Delaware 19899-0667
GROUP VARIABLE ANNUITY CONTRACT
Non-Participating
EXHIBIT 4 (d)
Form of Variable Annuity Certificate of Coverage (16VAN0896)
<PAGE>
AIG Life Insurance Company
P.O. Box 667
One Alico Plaza
Wilmington, Delaware 19899-0667
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:
/s/ Elizabeth M. Tuck /s/ RJ O'Connell
Elizabeth M Tuck RJ O'Connell
Secretary President
CERTIFICATE OF COVERAGE
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
MARKET VALUE ADJUSTMENT 9
CONTRACT CHARGES 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
GROUP CONTRACTHOLDER: [DIRECT CONSUMER'S GROUP TRUST DATED APRIL 8, 1996]
GROUP CONTRACT NUMBER: 00004
CERTIFICATE NUMBER: ( 12345 ) INITIAL PREMIUM: ($5,000)
CERTIFICATE 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.
ACCIDENTAL DEATH BENEFIT CHARGE: Equal on an annual basis to .10% of the average
daily net assets of the Variable Account .
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
Since Premium Payment Premium
0 6%
1 6%
2 5%
3 5%
4 4%
5 3%
6 2%
7 0%
SEPARATE ACCOUNT: [Variable Account I]
GENERAL ACCOUNT ALLOCATION;
GUARANTEE PERIOD: [1 YEAR]
ANNUITY SERVICE OFFICE:
[ AIG Life Insurance Company ]
[ 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.
INJURY - Bodily injury caused by an accident which occurs while coverage under
the Accidental Death Benefit is in force, and resulting, directly and
independently from all other causes, in death.
MARKET VALUE ADJUSTMENT - An adjustment applied as a result of a transfer or
surrender of an amount allocated to the Guaranteed Account which occurs on a
date prior to the end of an applicable Guarantee Period.
OWNER - The Owner is named in the Contract Schedule as the Certificateholder,
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 - AIG Life Insurance Company.
YOU, YOUR - The Owner of this contract.
<PAGE>
- -------------------------------------------------------------------------------
GENERAL PROVISIONS
THE CONTRACT - The entire contract consists of the group contract, this
certificate, 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.
FACILITY OF PAYMENT - If a payee is unable to give a valid receipt for a payment
made under this contract, We may make payments to the person who, in Our
opinion, is caring for that payee until claim is made by his duly appointed
guardian or other legal representative.
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.
CONTINUATION OF CERTIFICATE COVERAGE - If the group contract under which this
contract is issued should terminate, coverage may be continued under this
contract by the timely payment of premiums directly to our Administrative Office
or to one of our agents.
<PAGE>
OWNERSHIP PROVISIONS
OWNER - The Owner is the Certificateholder 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 PERIODS - The portion of Your Contract Value within the Guaranteed
Account is credited with interest at rates guaranteed by Us for the Guarantee
Period(s) selected. Interest is credited on a daily basis at the then applicable
effective guaranteed interest rate for the applicable Guarantee Period. You may
select from one or more Guarantee Periods which we offer at any particular time.
We reserve the right at any time to add or delete Guarantee Periods. If You have
allocated any part of Your Initial Premium to a
Guarantee Period, the amount allocated, as well as the duration of the Guarantee
Period is shown on the Contract Schedule.
The guaranteed interest rate applicable to an allocation of Premium or transfer
of Contract Value to a 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, including any of the Guaranteed Periods,
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 a Guarantee Period of the Guaranteed Account, to
another Subaccount or Guarantee Period of 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.
Transfers from one Guarantee Period to another may also be subject to a Market
Value Adjustment.
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 of the same duration and under the
same restrictions as if You had requested such transfer. However, if a new
Guarantee Period of the same duration is not available, then that portion
of Your Contract Value will be transferred to the Guarantee Period next
shortest in duration.
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 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>
MARKET VALUE ADJUSTMENT
A surrender or transfer ("redemption") of any portion of the Contract Value
allocated to the Guaranteed Account may be subject to a Market Value Adjustment
if the redemption occurs one year or more prior to the expiration of the
applicable Guarantee Period.
MARKET VALUE ADJUSTMENT FACTOR - The Market Value Adjustment is calculated by
multiplying the amount to be redeemed from a Guarantee Period by the Market
Value Adjustment Factor determined from the following formula:
.75 x (A-B) x (N/12) = Market Value Adjustment Factor, where:
A = the guaranteed interest rate applicable to the portion of the Contract Value
to be redeemed.
B = the guaranteed rate of interest currently
available for a Guarantee Period equal in duration to the Guarantee
Period from which the Contract Value is being redeemed. If no such
Guarantee Period is then currently available, "B" will be calculated by
straight line interpolation between the guaranteed interest rates then
available nearest in duration to the time
remaining in the Guarantee Period from which the redemption is to be
made, unless either a longer or a shorter Guarantee Period is
unavailable. In such event, "B" will be equal to the guaranteed rate of
interest currently available for a Guarantee Period closest in duration
to the Guarantee Period from which the Contract Value is being redeemed.
N = the number of complete and partial months remaining to the end of the
applicable Guarantee Period.
In situations where "A" is greater than "B", the Market Value Adjustment will be
added to the amount redeemed. Alternatively, if "B" is greater than "A", the
Market Value Adjustment will be subtracted from the amount redeemed.
MINIMUM SURRENDER VALUE - The minimum surrender value for amounts allocated to a
Guarantee Period of the Guaranteed Account is the amount allocated to that
Guarantee Period (less surrenders) with interest compounded annually at the rate
of 3%, reduced by any applicable Deferred Sales Charge.
<PAGE>
CONTRACT CHARGES
All charges and fees shown on the Contract Schedule are the maximum amounts
which We may charge. We may, however, charge less than the maximum.
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>
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. We may, at the time of election of an Annuity Option, offer more
favorable rates 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 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.
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, the death benefit will be the Contract
Value. Otherwise, We will pay the death benefit equal to the greatest of:
1. the total of all Premiums paid, less surrenders; 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 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 the lifetime of the designated Beneficiary with distribution
beginning within 1 year of the date of death of the Owner (see Annuity
Options section of this contract); 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.
ACCIDENTAL DEATH BENEFIT - If an Accidental Death Benefit Charge is included on
the Contract Schedule, an Accidental Death Benefit may be payable which is equal
to the lesser of the Contract Value as of the date the death benefit is
determined or $250,000. The Accidental Death Benefit is payable if the death of
the primary Owner (i.e. the first owner listed on the contract schedule) occurs
prior to the Contract Anniversary next following his 75th birthday and is the
result of an Injury incurred while he was the primary Owner. The death must also
occur before the Annuity Date and within 365 days of the date of the accident
which caused the Injury.
The Accidental Death Benefit will not be paid for any death caused by or
resulting (in whole or in part) from the following:
1. suicide or attempted suicide while sane or insane; intentionally
self-inflicted injuries;
2. sickness, disease or bacterial infection of any kind, except pyogenic
infections which occur as a result of an injury or bacterial infections
which result from the accidental ingestion of contaminated substances;
3. hernia;
4. injury sustained as a consequence of riding in, including boarding or
alighting from, any vehicle or device used for aerial navigation except if
the primary Owner is a passenger on any aircraft licensed for the
transportation of passengers; 5. declared or undeclared war or any act
thereof; or 6. service in the military, naval or air service of any
country.
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 Guaranteed Account in
the ratio that the value of each Subaccount bears to the total Contract 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 Contract Value, subject to any Market Value
Adjustment, 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.
<PAGE>
- -------------------------------------------------------------------------------
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.
<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 with projection scale G at 3.00%
interest. 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 IAM Table with projection scale G at 5.00%
interest. 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.
AIG LIFE INSURANCE COMPANY
P.O. Box 667
One Alico Plaza
Wilmington, Delaware 19899-0667
VARIABLE ANNUITY
NONPARTICIPATING
EXHIBIT 5 (a)
Form of variable annuity application (14VAN897)
<PAGE>
(800) 255-8402
Mail To: Overnight Deliver To:
AIG Life Insurance Company AIG LIFE Box 7372
P.O. Box 7247-7372 c/o Citibank
Philadelphia, PA 19170-7372 One Penn's Way
New Castle, DE 19720
Attn: Wholesale Lockbox Dept.
Make Check Payable to AIG Life Insurance Company
1. OWNER:
A. Print Full Name:
--------------------------------------------------------------
first middle last
B. Address:
--------------------------------------------------------------
street city state zip
C. Soc. Sec. #/Tax I.D.# _______/_______/_______ D. Sex ___M ____F
E. Phone Number: (___)__________ F. Birthdate: _____________
month/day/year
2. 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
3. BENEFICIARY:
A. Primary : B. Contingent:
Name Name
============================ ====================================
---------------------------- ------------------------------------
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. ____ Accidental Death Benefit
B. ____ Annual Ratchet Rider - (n/a if Option C or D is chosen)
C. ____ Equity Assurance Plan Rider - (n/a if Option B or D is chosen)
D. ____ Enhanced Equity Assurance Plan Rider
(n/a if Option B or C is chosen)
E. ____ __________________________________________________________
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 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.
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.
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.
- --------------------------------
Signature of Owner
EXHIBIT 5(b)
Form of Flexible Variable Annuity application (56778 11/96)
<PAGE>
P.O. Box 7247-7372 c/o Citibank
Philadelphia, PA 19170-7372 One Penn's Way
New Castle, DE 19720
Attn: Wholesale Lockbox Dept.
1. 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. 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
G. PHONE NUMBER: ________________________
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 _________________________________________________________
56778 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 Worldwide Emerging Markets
Growth & Income Asset Manager
Premier Growth Contrafund
Quasar Inv. Grade Bond
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 during the Free Look Period 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, the Contract Owner, hereby authorize AIG Life Insurance Company (AIG Life)
and its plan administrator to honor telephone instructions from me to transfer
Contract Values in whole or in part between any eligible portfolios. In granting
this authorization, I acknowledge that I have read and understand the section of
my prospectus which contains the minimum amounts per transfer, the maximum
number of transfers permitted in any policy year, and the charge imposed each
time amounts are transferred. Neither AIG Life nor its plan administrator who
acts on its behalf shall be subject to any loss, liability, cost, damage or
expenses including attorney's fees if it acts in good faith upon such
instructions.
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 (c)
Form of Single Variable Annuity application (52970 11/96)
<PAGE>
WILMINGTON, DELAWARE
Make Check Payable to AIG LIFE INSURANCE COMPANY
Mail To: Overnight Deliver To:
AIG LIFE Or AIG LIFE Box 7372
P.O. Box 7247-7372 c/o Citibank
Philadelphia, PA 19170-7372 One Penn's Way
New Castle, DE 19720
Attn: Wholesale Lockbox Dept.
1. 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. 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
G. PHONE NUMBER: ________________________
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 _________________________________________________________
52970 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 Worldwide Emerging Markets
Growth & Income Asset Manager
Premier Growth Contrafund
Quasar Inv. Grade Bond
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 during the Free Look Period 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, the Contract Owner, hereby authorize AIG Life Insurance Company (AIG Life)
and its plan administrator to honor telephone instructions from me to transfer
Contract Values in whole or in part between any eligible portfolios. In granting
this authorization, I acknowledge that I have read and understand the section of
my prospectus which contains the minimum amounts per transfer, the maximum
number of transfers permitted in any policy year, and the charge imposed each
time amounts are transferred. Neither AIG Life nor its plan administrator who
acts on its behalf shall be subject to any loss, liability, cost, damage or
expenses including attorney's fees if it acts in good faith upon such
instructions.
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 (d)
Form of Group Variable Annuity application (56451 11/96)
<PAGE>
AIG LIFE INSURANCE COMPANY
WILMINGTON, DELAWARE
Make Check Payable to AIG LIFE INSURANCE COMPANY
Mail To: Overnight Deliver To:
AIG LIFE Or AIG LIFE Box 7372
P.O. Box 7247-7372 c/o Citibank
Philadelphia, PA 19170-7372 One Penn's Way
New Castle, DE 19720
Attn: Wholesale Lockbox Dept.
1. 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
2. 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
G. PHONE NUMBER: ________________________
3. CONTINGENT OWNER: (spouse only)
A. Print Full Name:
--------------------------------------------------------------
first middle last
B. Address:
--------------------------------------------------------------
street city state zip
C. Soc. Sec. #/Tax I.D.# _______/_______/_______
4. 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 _________________________________________________________
56451 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) $______________________________
8. 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 Worldwide Emerging Markets
Growth & Income Asset Manager
Premier Growth Contrafund
Quasar Inv. Grade Bond
Technology
Total: 100% (no fractional percentages and must be either 0% or a number equal
to or greater than 10%)
9. 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 during the Free Look Period 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, the Contract Owner, hereby authorize AIG Life Insurance Company (AIG Life)
and its plan administrator to honor telephone instructions from me to transfer
Contract Values in whole or in part between any eligible portfolios. In granting
this authorization, I acknowledge that I have read and understand the section of
my prospectus which contains the minimum amounts per transfer, the maximum
number of transfers permitted in any policy year, and the charge imposed each
time amounts are transferred. Neither AIG Life nor its plan administrator who
acts on its behalf shall be subject to any loss, liability, cost, damage or
expenses including attorney's fees if it acts in good faith upon such
instructions.
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 6 (a)
By-Laws of AIG Life Insurance Company as amended through December
31, 1991
<PAGE>
BY-LAWS OF
AIG LIFE INSURANCE COMPANY
as amended through December 31, 1991
ARTICLE I
Meeting of Stockholders
Section 1. The annual meeting of the stockholders of the corporation shall
be held within or without the State of Delaware in a city designated from time
to time by the unanimous request of the shareholders, on the second Wednesday of
April in each year at 10:30 A.M., at which meeting the election of Directors for
the ensuing year shall be held, and such other business transactions as shall
properly be brought before the meeting.
Section 2. A special meeting of the stockholders may be called at any time
by the Board of Directors or by the President, and shall be called by the
President upon the written request of stockholders representing twenty-five
percent in amount of the outstanding capital stock of the Company, provided such
request specifies the object of the meeting.
Section 3. Notice of the time and place of the annual meeting of the
stockholders shall be given to the stockholders, at least thirty days prior to
the time appointed for such meeting, by the Secretary depositing notice in the
mail, addressed to each of the stockholders entitled to vote thereat, at his
last known address, and by publication if and to the extent required by statute.
Unless otherwise provided by statute, notice of the time and place of every
special meeting of the stockholders shall be given by the Secretary by
depositing notice in the mail, addressed to teach of the stockholders entitled
to vote thereat, at his last known address, at least ten days prior to the time
appointed for such meeting, and the object thereof shall be stated in the
notice; notice by publication shall also be given if and to the extent required
by statute.
Section 4. A majority in interest of the stockholders, whether present in
person or represented by proxy, shall constitute a quorum, but a majority of
those present, although less than a quorum, may adjourn any regular or special
meeting from time to time without notice until a quorum be had.
Section 5. Stockholders shall be entitled to vote, in person or in proxy,
one vote for each share of stock held by them. No proxy shall be received or
entitle the holder to vote unless it shall bear date and shall have been
executed within two months preceding such meeting, unless a longer period be
required by applicable statute.
ARTICLE II
Directors
Section 1. Except as otherwise provided by statute, the Articles of
Agreement or these By-Laws, the business and affairs of the Company shall be
managed by the Board of Directors. In addition to the powers conferred upon it
by these By-laws, the Board of Directors may exercise all such powers and do all
such acts and things as may legally be done by the Board of Directors of a
corporation.
Section 2. Except for the first Board of Directors named in the Articles of
Agreement, who shall serve until the annual meeting of the Company to be held in
April, 1963, the Board of Directors shall consist of not less than seven nor
more than nineteen persons who are stockholders, and who shall be elected at the
annual meeting and shall hold office until the next annual meeting or until
their successors shall be elected, the exact number of Directors to be elected
at each annual meeting to be fixed and determined by the stockholders entitled
to vote at such meeting, by resolution adopted prior to such election. As
expeditiously as is reasonably possible after each annual meeting of the
stockholders, the Directors elected thereat shall accept their trust in writing
and file the same with the Secretary.
Section 3. The election of Directors shall be conducted by three judges of
election appointed by the Board of Directors prior to the annual meeting, and
the judges shall take and subscribe an oath or affirmation required by law.
Section 4. By resolution of the Board of Directors, the Board may provide
for stated or periodic meetings (such as, for example, monthly or quarterly
meetings), without notice, at a time and place set forth in the resolution, at
which time the Board may transact any and all business that may come before it.
Section 5. Special meetings of the Board may be called at any time by the
President and shall be called upon a written request of three Directors, upon
one day's notice of time and place of such meeting, mailed or telegraphed to
each Director to the place of business or residence of such Director. The
Directors may meet and transact business at any time and place when all are
present or consent in writing thereto.
Section 6. Vacancies in the Board of Directors may be filled by a vote of
the majority of the remaining members of the Board.
Section 7. (a) The Board of Directors shall have power to appoint and, at
its discretion, to remove or suspend such officers, managers, clerks, agents and
servants, permanently or temporarily, as the Board may deem fit, and to
determine their duties, and to require security in such instances and in such
amount as it may deem proper.
(b) The Board of Directors shall approve all salaries of officers which are
in excess of $20,000, all other officers' salaries shall be approved by the
Executive Committee except when laws require Board of Directors approval.
Section 8. In case of the absence of an officer of the Company, or for any
other reason which may seem sufficient to the Board of Directors, the Board may
delegate his powers and duties to any other officer or to any Director.
Section 9. A Director may be removed for any act committed by him
prejudicial or injurious to the interests and good government of the Company by
the affirmative vote of two thirds of the members present at a stated meeting,
after the offending member has been duly notified that such action will be taken
at the meeting at which the charge is first presented but must lied over for
action at the next stated meeting.
Section 10. A quorum of the Board of Directors shall consist of a majority
of the board, if the number of the Board is odd, and half of the members of the
Board, if the number of the Board is even.
ARTICLE III
Officers
Section 1. At the first meeting of the Board of Directors after the annual
meeting of the stockholders, the Board shall organize by the election of a
Chairman, a President, who shall be a member of the Board, and one or more Vice
Presidents, a Treasurer, one or more Secretaries, Assistant Treasurers and
Assistant Secretaries, none of whom need to be member of the Board, and such
other officers as the Board may see fit to elect of appoint. If required by
applicable statute, the election of officers by the Board shall be by ballot.
Section 2. The President, unless otherwise directed by the Board, shall be
the chief executive officer of the Company and shall have supervision of the
affairs of the Company, subject to the regulation of the Board of Directors. He
shall perform all acts properly pertaining to the executive office of the
Company or that he may be directed to perform by the Board of Directors from
time to time. He shall from time to time bring before the Board of Directors
such information concerning the business and property of the Company as may be
required or advisable. He shall preside at all meetings of the Directors and of
the stockholders unless otherwise provided by the meeting. He shall have power
to employ and discharge or suspend clerks, agents, or servants other than
officers, and fix their compensation, unless the Board of Directors is required
by statute to fix such compensation.
Section 3. In the event that a Chairman of the Board is elected, he shall
act in an advisory capacity to the President and when so requested by the Board
of Directors or the President, may preside at any meeting of the stockholders or
the Board of Directors.
Section 4. The Vice President shall perform such executive and other duties
as requested by the President. In case of the absence, resignation, disability
or death of the President, the Vice President, or , if there be more than one, a
Vice President designated by the Board, shall perform all the duties of the
President until the return of the latter or the removal of his disability or the
election of a new President. In the absence of the President and Vice President,
a temporary President, who shall perform the duties of the President, may be
appointed by the Directors.
Section 5. The Treasurer shall keep full and accurate account of the
receipts and expenditures of the Company and shall deposit all moneys and
valuable effects in the name of and to the credit of the Company in such
depositories as may be designated by the Board of Directors. the Treasurer shall
give bond of sufficient corporate surety and in such amount as may be required
by the Board of Directors for the faithful performance of his duties, provided,
the amount of such bond shall be not less than $10,000, and provided further,
the foregoing requirements with respect to bond may be satisfied by a blanket
bond including other officers of the Company. The Treasurer shall disburse the
funds of the Company as my be ordered by the Board of Directors, take proper
vouchers for such disbursements and shall render to the Directors, whenever they
require it, an account of all his transactions as Treasurer and of the financial
condition of the transactions as Treasurer and of the financial condition of the
Company. The Board of Directors may designate one or more Assistant Treasurers,
unless otherwise provided by the Board.
Section 6. In the event that the Board of Directors shall elect more than
one Secretary, at the time of such election it shall designate one of such
Secretaries to be the Secretary of the Company, and the Secretary so designated
shall be deemed to be the Secretary of the Company for the purpose of all
applicable provisions of law and of these By-Laws. The Secretary so designated
by the Board of Directors as the Secretary of the Company shall be the Clerk of
the Board of Directors. He shall attend all meetings of the stockholders and of
the Board of Directors and of the permanent Committees and shall record all of
the proceedings thereof in a book kept for that purpose. He shall be the
custodian of the records of the Company. He shall see that due and proper notice
is given of all meetings of the stockholders and of the Directors, as may be
required by statute or these By-Laws. He shall be the custodian of the corporate
seal and shall affix the same to all instruments in writing requiring a seal,
except Certificates of Stock, which shall be sealed and signed by the Treasurer
or an Assistant Treasurer. He shall perform such other duties as may be
delegated to him by the President or the Board of Directors. In the absence of
such Secretary so designated by the Board of Directors, his duties shall be
performed by any other Secretary or by any Assistant Secretary designated for
that purpose by the Board of Directors or by the President.
Section 7. Each Secretary, other than the Secretary of the Company as
designated in Section 6 of this Article III, each Assistant Secretary and each
Assistant Treasurer shall have such authorities and perform such duties as shall
be assigned to him from time to time by the Board of Directors or by the
President.
Section 8. No officer shall at any time obtain a loan from the Company upon
any security, real, personal or otherwise.
ARTICLE IV
Committees
Section 1. There may also be elected annually by the Board of Directors, at
the same meeting at which they elect officers, the following standing
committees: An Executive Committee A Finance Committee The Executive Committee
shall consist of at lest three member of which the President shall be one. The
other Committees shall consist of no less than three members, nor more than
five.
Section 2. Members of these Committees shall hold office until their
successors are elected. A majority of the Committee shall constitute a quorum
for the transaction of business. Any vacancies in a Committee shall be filled by
the Board of Directors.
Section 3. The Executive Committee shall take charge of all matters
affecting the interests of the Company which are not within the province of any
other Committee appointed by the Board. It shall have and may exercise, in the
intervals between meetings of the Board of Directors, the full powers of the
Board in the management and disposition of all the business, affairs and
property of the Company, to the end that the Executive Committee may lawfully
authorize and perform, during such intervals, any matter or thing whatsoever
which the Board could authorize and perform if the Board were in session.
Section 4. The Finance Committee shall have supervision over the funds of
the Company, shall see that they are invested pursuant to law, may sell any
securities in which the funds of the Company are invested, and reinvest the
proceeds as the interests of the Company may require. The Board of Directors
shall have the power at any time to fill vacancies in, to change the membership
of, or to dissolve, the Finance Committee.
Section 5. Regular minutes of the proceedings of each Committee shall be
kept, which shall be presented to the meeting of the Board next succeeding any
meeting of such Committee. The Secretary of the Company, as designated in
Section 6 of Article III of these By-Laws, shall act as Secretary of each
Committee unless some other person be appointed by the Committee so to act.
Section 6. The Board of Directors shall have power, at is discretion, to
appoint such Special Committees as it may deem proper and instruct and empower
such Special Committees as to the duties and scope of their work.
ARTICLE V
Fiscal Year
Section 1. The fiscal year of the Company shall begin with January first
and end with December thirty-first of each calendar year.
ARTICLE VI
Checks, Drafts and Notes, etc.
Section 1. All checks, drafts, notes, endorsements, receipts, acceptances
and other obligations of the Company or instruments concerning the payment of
money in which the Company has an interest, shall be signed by such persons as
may be authorized by a resolution or resolutions of the Finance Committee.
ARTICLE VII
Certificates of Stock
Section 1. The shares of the capital stock of the Company shall be
represented by certificates of stock signed by the President or Vice President
and countersigned by the Treasurer or Assistant Treasurer and sealed with the
common seal of the Company, provided, any of such signatures and such seal may
be a facsimile. Said certificates shall be in such form as the Board of
Directors may from time to time prescribe.
Section 2. The Board of Directors may from time to time appoint an
incorporated company or companies to act as Transfer Agent and Registrar of the
stock certificates of the Company, and in case of the appointment of such
Transfer Agent the officers of the Company shall sign and seal stock
certificates in blank and place them, with the transfer books, in the custody
and control of such Transfer Agent, provided, any of such signatures and such
seal may be a facsimile.
Section 3. Shares of stock of the Company shall be transferable only on the
books of the Company by the registered holder thereof in person or by attorney
duly appointed, and upon the surrender and cancellation of the certificate
thereof, duly endorsed.
Section 4. If a stock certificate shall be lost or destroyed, the Board of
Directors upon proof satisfactory to it of such destruction or loss and upon the
execution of such indemnity, if any, as in its judgment is adequate, shall cause
to be issued a new certificate in substitution for the certificate so lost or
destroyed, provided, the Board by blanket resolution may confer is authority in
the premises as described above to one or more of the officers of the Company.
ARTICLE VIII
Corporate Seal
Section 1. The common or corporate seal of the Company shall be round, with
the name of the Company and "Delaware" arranged in the form of a circle around
the border of the seal.
ARTICLE IX
Dividends
Section 1. Dividends, including dividends to policyholders, may be declared
by the Board of Directors at such time or times and in such amounts as the Board
of Directors may lawfully designate.
ARTICLE X
Indemnification
Section 1. Each Director and officer shall be indemnified by the Company
against all losses, expenses, costs and counsel fees in connection with any
action, suit or proceeding to which he may be made a party by reason of his
being or having been a Director or officer of the Company, except in relation to
matters as to which he shall be finally adjudged in such action, suit or
proceeding to have been derelict in the performance of his duty as such Director
or officer; and the foregoing right of indemnification shall not be exclusive of
other rights to which such Director or officer may be entitled as a matter of
law.
ARTICLE XI
Amendment
Section 1. The Board of Directors shall have authority to make, alter,
amend and repeal these By-Laws, but subject always to the power of the
stockholders to change such action.
EXHIBIT 6(b)
Certificate of Incorporation of AIG Life Insurance Company, dated
December 31, 1991
<PAGE>
State of Delaware
[seal]
Office of Secretary of State
I, JEFFREY D. LEWIS, ACTING SECRETARY OF STATE OF THE STATE OF DELAWARE
DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE RESTATED
CERTIFICATE OF INCORPORATION OF "AIG LIFE INSURANCE COMPANY" FILED IN THIS
OFFICE ON THE TWENTY-THIRD DAY OF DECEMBER, A.D. 1991, AT 8:31 O'CLOCK A.M.
/S/ JEFFREY D. LEWIS
[SEAL] AUTHENTICATION: ACTING SECRETARY OF STATE
DATE: JANUARY 6, 1992
<PAGE>
CERTIFICATE OF INCORPORATION
OF
AIG LIFE INSURANCE COMPANY
FIRST: The name of the corporation is AIG Life Insurance Company.
SECOND: Its registered office in the State of Delaware is to be located at
600 King Street, Wilmington, New Castle County, Delaware, 19801 and its
registered agent at that address is Jonathan Neipris.
THIRD: The nature of the business of the corporation and the purposes to be
promoted by it are to engage in the business of insurance and any lawful acts or
activities for which corporation law of the State of Delaware related to the
business of insurance.
FOURTH: The amount of the total authorized capital stock of the corporation
shall be $5,000,000.00. The capital stock shall be represented by 1,000,000
shares, having a par value of $5.00.
FIFTH: The name and mailing address of the Incorporator is as follows:
Name Address
Jonathan Neipris 600 King Street
Wilmington, DE 19801
SIXTH: This corporation reserves the rights to amend, alter, change and
repeal any provision contained in this Certificate of Incorporation in the
manner now or hereafter prescribed by law and all rights conferred on officers,
directors and stockholders herein are granted subject to this reservation.
SEVENTH: In furtherance and not in limitation of the powers conferred by
the laws of the State of Delaware, the Board of Directors is expressly
authorized to make, amend and repeal the By-Laws of this corporation.
EIGHTH: No contract, act or other transaction between this Corporation and
any person or persons, copartnership, corporation or association shall be
affected or invalidated by the fact that any one or more of the stockholders,
directors, or officers of this Corporation is interested in, or is a
stockholder, director or officer of such other corporation or association or is
a party to or interested in such contract, act or other transaction or in any
way connected with such person or persons, copartnership, association or between
this Corporation and another corporation, either of them is a stockholder in the
other. Any person who may become a director of this Corporation is hereby
relieved from all disability or liability arising out of any contract entered
into in good faith with the Corporation for the benefit of himself or any person
or person, copartnership, association or corporation in which he may have or
represent a financial interest.
NINTH: Whenever a compromise or arrangement is proposed between this
Corporation and its creditors or any class of them, or between this Corporation
and its stockholders or any class of them, any court of equitable jurisdiction
within the State of Delaware, on the application in a summary way of (a) this
Corporation, (b) any creditor or stockholder of this Corporation, (c) any
receiver or receivers appointed for this Corporation under the provisions of
Section 291, of Title 8 of the Delaware Code, or (d) any trustees in dissolution
appointed for this Corporation under the provisions of Section 279 of said Title
8, may order a meeting of the creditors or class of stockholders, to be summoned
in such a manner as the said court directs. If a majority in number representing
three-fourths in value of the creditors or class of creditors, or of the
stockholders or class of stockholders of this Corporation, as the case may be,
agree to any compromise or arrangement and to any reorganization of this
Corporation as a consequence of such compromise or arrangement of the said
reorganization shall, if sanctioned by the court to which the said application
has been made, be binding on all the creditors or class of creditors, or all the
stockholders or class of stockholders of this Corporation, as the case may be,
and also on this Corporation.
TENTH: The Corporation shall, to the fullest extent permitted by Section
145 of the Delaware General Corporation Law, indemnify any and all of its
Directors and Officers, who shall serve as an Officer or Director of this
Corporation at the request of this Corporation, from and against any and all of
the expenses, liabilities, or other matters referred to in or covered by said
section, and the indemnification provided for herein shall not be deemed
exclusive of any other rights to which those indemnified may be entitled under
any other provision of the Certificate of Incorporation, any provision of the
By-Laws, any agreement, any vote of Stockholders or disinterested Directors or
otherwise, both as to action in his official capacity while holding such office
and as to action in another capacity while holding such office, and shall
continue as to a person who has ceased to be a Director, Officer, Employee, or
Agent and shall inure to the benefit of the heirs, executors, and administrators
of such a person.
I, the undersigned, being the incorporator for the purpose of forming a
corporation pursuant to the General Corporation Law of Delaware, and the acts
amendatory thereof, and supplemental thereto, do make and file this Certificate
of Incorporation, hereby declaring and certifying that the facts stated herein
are true and accordingly hereunto have set my hand and seal this 6th day of
December, 1991.
/s/ Jonathan P. Neipris
(Seal)
Jonathan P. Neipris
IN WITNESS WHEREOF, this Restated Certificate of Incorporation has been
signed under the seal of the corporation this 6th day of December, 1991.
AIG LIFE INSURANCE COMPANY
/s/ RJ O'Connell
[Corporate Seal] By: ________________________________
Robert J. O'Connell
/s/ Elizabeth M. Tuck
Attest: ____________________________
Elizabeth M. Tuck
Secretary
EXHIBIT 6(c)
Restated Certificate of Incorporation of AIG Life Insurance
Company, dated December 31, 1991
<PAGE>
RESTATED CERTIFICATE OF INCORPORATION
OF
AIG LIFE INSURANCE COMPANY
AIG Life Insurance Company, a corporation organized and existing under
the laws of the State of Delaware as of 31st day of December, 1991, hereby
certifies as follows:
1. The name of the corporation is AIG Life Insurance Company. The
corporation was originally incorporated in the Commonwealth of
Pennsylvania under the name of National Union Life Insurance
Company as a domestic insurance corporation. The corporation's
original Certificate of Incorporation was filed with the
Secretary of State of the Commonwealth of Pennsylvania on June
18, 1962. A number of amendments have thereafter been made to
the said Certificate of Incorporation by means of various
Articles of Amendment, all of which were also filed in
Pennsylvania.
2. AIG Life Insurance Company has been domesticated from the
Commonwealth of Pennsylvania to the State of Delaware
effective December 31, 1991, pursuant to Section 4946 of the
Delaware Insurance Code (18 Del. C. ss. 4946) and all other
applicable provisions of the Delaware and Pennsylvania law and
a Certificate of Incorporation incorporating all of the
provisions of the prior Pennsylvania Certificate of
Incorporation as amended today has been filed as the Delaware
Certificate of Incorporation of the Corporation to implement
its domestication to Delaware. The corporation now is filing
this Restated Certificate of Incorporation to replace that
Delaware Certificate of Incorporation to eliminate unnecessary
provisions in that Certificate of Incorporation.
3. Pursuant to Section 242 and 245 of the General Corporation Law
of the State of Delaware, this Restated Certificate of
Incorporation restates and integrates and further amends the
provisions of the original Pennsylvania Certificate of
Incorporation as previously amended and becomes the
Certificate of Incorporation of this corporation.
The text of the Restated Certificate of Incorporation as
heretofore filed, amended or supplemented in Pennsylvania is
hereby restated and further amended and reads in its entirety
as follows:
EXHIBIT 8
Delaware Valley Financial Services, Inc. Administrative Agreement
appointing Delaware Valley Financial Services, Inc. by AIG Life
Insurance Company and American International Life Assurance
Company of New York, dated October 1, 1986.
