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
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
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/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:__________________________________
