EXHIBIT (3)(c)(ii)
ADDENDUM TO
FUND PARTICIPATION AGREEMENT
This ADDENDUM to Fund Participation Agreement, made this _____ day of
_______________, 2003, by and between AIG LIFE INSURANCE COMPANY, a Delaware
corporation, on its own behalf and on behalf of its affiliated life insurance
company, American International Life Assurance Company of New York (together,
the "Company"), and on behalf of each segregated asset account of the Company
identified in Schedule A hereto (each, an "Account" and collectively, the
"Accounts"), and THE VANGUARD GROUP, INC., a Pennsylvania corporation, on its
own behalf and on behalf of each investment company identified in Schedule B
hereto ("Vanguard").
W I T N E S S E T H:
WHEREAS, Vanguard and the Company are parties to a Fund Participation
Agreement dated as of December 27, 2001 (the "Fund Participation Agreement"),
pursuant to which Vanguard and the Company agreed to the terms on which shares
of certain of the Vanguard Funds available to serve as underlying investment
options for variable annuity contracts designed and offered by the Company; and
WHEREAS, Vanguard and the Company desire to modify the Fund
Participation Agreement to include additional insurance products issued by the
Company and additional Vanguard Funds, and in certain other respects;
NOW, THEREFORE, in consideration of the mutual covenants contained
herein, the parties hereto, intending to be legally bound, hereby agree as
follows:
1. Defined Terms. Unless otherwise defined, capitalized terms in this
Addendum shall have the meanings assigned in the Fund Participation Agreement.
2. Modifications to Fund Participation Agreement. The Fund P
articipation Agreement is hereby modified as follows:
(a) The first "WHEREAS" clause is amended by inserting "fixed and" before
"variable annuity contracts" in the third line thereof.
(b) Section 2, Marketing and Promotion, shall not apply to the extent it is
inconsistent with the provisions of the Master Agreement dated as of
____________, 2003 between Vanguard and the Company (the "Master
Agreement") regarding the parties' responsibilities with respect to the
marketing of certain Contracts (the "Master Agreement Contracts")
identified in the Master Agreement.
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(c) Section 4(a), regarding expenses, shall not apply to the extent it is
inconsistent with the provisions of the Master Agreement regarding the
payment or receipt of fees and expenses with respect to the subject
matter of such Master Agreement.
(d) Section 5, Company Use of Vanguard Name, shall not apply to the extent
it is inconsistent with the provisions of the Master Agreement
regarding the Company's use of Vanguard's name and marks, and those of
the Funds, with respect to the subject matter of such Master Agreement.
(e) Section 8, Termination, shall not apply to any matter relating to
termination of the parties' rights and obligations with respect to the
Master Agreement Contracts, which instead will be addressed
specifically in the Master Agreement.
(f) Section 10(a), regarding advertising materials with respect to the
Contracts, shall not apply to any matter relating to advertising and
marketing materials with respect to the Master Agreement Contracts,
which instead will be addressed specifically in the Master Agreement.
(g) The provisions of Sections 13(a)(i) and (ii) and 13(b)(i), regarding
indemnification, shall not apply to the extent they purport to address
matters relating to the Master Agreement Contracts, as all provisions
regarding the parties' indemnification obligations with respect to the
Master Agreement Contracts will be addressed specifically in the Master
Agreement.
(h) Section 13, Miscellaneous, shall be renumbered as Section 14.
(i) Section 13(h), Confidentiality, shall not apply to the extent it is
inconsistent with the provisions of the Master Agreement regarding
confidential information of the Master Agreement Contract owners.
(j) Schedule B to the Fund Participation Agreement is replaced with
Schedule B to this Addendum.
3. No Other Modifications. Except as specifically modified hereby, the Fund
Participation Agreement remains in full force and effect.
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IN WITNESS WHEREOF, the parties hereto have caused this Addendum to be
executed on their behalf by their duly authorized officers as of the date first
written above.
THE VANGUARD GROUP, INC.
______________________________
By:
Title:
AIG LIFE INSURANCE COMPANY
______________________________
By:
Title:
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SCHEDULE B
THE FUNDS
Vanguard(R) 500 Index Fund
Vanguard(R) Dividend Growth Fund
Vanguard(R) GNMA Fund
Vanguard(R) Health Care Fund
Vanguard(R) Inflation-Protected Securities Fund
Vanguard(R) International Growth Fund
Vanguard(R) LifeStrategy(R) Conservative Growth Fund
Vanguard(R) LifeStrategy(R) Growth Fund
Vanguard(R) LifeStrategy(R) Income Fund
Vanguard(R) LifeStrategy(R) Moderate Growth Fund
Vanguard(R) Prime Money Market Fund
Vanguard(R) PRIMECAP Fund
Vanguard(R) Small-Cap Growth Index Fund
Vanguard(R) Small-Cap Value Index Fund
Vanguard(R) Total Bond Market Index Fund
Vanguard(R) Total International Stock Index Fund
Vanguard(R) U.S. Growth Fund
Vanguard(R) Wellington Fund
Vanguard(R) Windsor Fund
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