EXHIBIT (h)(12)(b)
AMENDMENT TO THE
FUND PARTICIPATION AGREEMENT
This Amendment, dated as of _____, between AIG Life
Insurance Company, a life insurance company organized under the laws of the
State of Delaware (the "Company"), Xxxxxxxxx Xxxxxx Advisers Management Trust, A
Delaware business trust ("Trust"), and Xxxxxxxxx Xxxxxx Management Inc., a New
York corporation ("NBMI"), is made to the Fund Participation Agreement, dated as
of February 5, 1996, as amended, among Company, Trust, Advisers Managers Trust
("Managers Trust') and NBMI (the "Agreement"). Terms defined in the Agreement
are used herein as therein defined.
WHEREAS, effective May 1, 2000, Trust and Managers Trust completed a
transaction to eleiminate its master-feeder structure, in which Trust received
the portfolio securities held by Managers Trust in redemption of the interests
of Managers Trust held by the Trust (this transaction is referred to as the
"In-Kind Redemption"); and
WHEREAS, prior to the In-Kind Redemption, the Trust, through the
Portfolios, invested all of its net investable assets in corresponding series of
Managers Trust in a "master-feeder" structure; and
WHEREAS, upon completion of the In-Kind Redemption, the Trust held and
invested directly in its own portfolio of securities and Managers Trust ceased
investment operations and was dissolved; and
WHEREAS, the parties wish to amend the Agreement to reflect the In-Kind
Redemption and the elimination of the master-feeder structure; and
WHEREAS, the parties desire to amend Schedules A and B to the Agreement
to add new Portfolios and Separate Accounts.
NOW, THEREFORE, in consideration of the promises and mutual covenants
hereinafter contained, the parties agree as follows:
1. Company hereby consents to the In-Kind Redemption.
2. Effective on May 1, 2000, the Trust assumed all of the rights,
obligations, and liabilities of Managers Trust under the Agreement.
3. Schedules A and B of the Agreement are hereby deleted and replaced with
new Schedules A and B attached hereto.
4. Except as modified hereby, all other terms and conditions of the
Agreement shall remain in full force and effect.
5. This Amendment, may be executed in two or more counterparts, each of
which shall be deemed to be an original, but all of which together shall
constitute one and the same Amendment.
XXXXXXXXX XXXXXX XXXXXXXXX XXXXXX
ADVISERS MANAGEMENT TRUST MANAGEMENT INC.
By: By:
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Name: Name:
Title: Title:
AIG LIFE INSURANCE COMPANY
By:
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Name:
Title:
SCHEDULE A
Xxxxxxxxx Xxxxxx Advisors Management Trusts Portfolios
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AMT Partners
AMT Limited Maturity Bond
SCHEDULE B
Separate Accounts
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Separate Account I
Separate Account II
Separate Account IV
Separate Account Five (5)
