PARTICIPATION AGREEMENT
This Agreement (the "Agreement") made and entered into as of the 1st day of
February, 2002 by and among the AIG Life Companies (U.S.) (hereinafter the
"Company") on its own behalf and on behalf of each Separate Account named in
Schedule A to this Agreement, as may be amended from time to time by mutual
consent (hereinafter collectively the "Account") and ▇▇▇▇▇▇▇▇▇▇▇ Funds
Distributor, Inc. ("Distributor").
WHEREAS the Distributor and the Company desire to permit the Company to utilize
the ▇▇▇▇▇▇▇▇▇▇▇ Funds ("Fund") set forth in Schedule A for use as investment
options by the Company's Variable Annuity Accounts ("Account"), also set forth
in Schedule A;
NOW THEREFORE, in consideration of their mutual promises, the Distributor and
the Company agree to be bound by this Agreement, as follows:
ARTICLE I. Sale of Fund Shares
1.1. The Distributor agrees to sell to the Company those shares of the
Funds which the Company orders on behalf of the Account, executing
such orders on a daily basis at the net asset value next computed
after receipt by the Fund or its designee of the order for the
shares of the Fund. For purposes of this Section 1.1., the Company
shall be the designee of the Fund for receipt of such orders from
each Account and receipt by such designee shall constitute receipt
by the Fund, provided that the Fund receives written (or facsimile)
notice of such order by 9:30 a.m. New York time on the next
following business day. "Business Day" shall mean any day on which
the New York Stock Exchange is open for trading and on which the
Fund calculates its net asset value pursuant to the rules of the
SEC.
1.2 The Company shall pay for the Fund shares by 4:00 p.m. New York time
on the next Business Day after it places an order to purchase Fund
shares in accordance with Section 1.1 hereof. Payment shall be in
federal funds transmitted by wire or by a credit for any shares
redeemed.
1.3 The Distributor agrees to make the Fund shares available for
purchase at the applicable net asset value per share by the Company
for their separate Accounts listed in Schedule A on those days on
which the Fund calculates its net asset value pursuant to the rules
of the SEC; provided, however, that the Board of Trustees of the
Fund (hereinafter the "Trustees") may refuse to sell shares of any
Portfolio if such action is required by law or by regulatory
authorities having jurisdiction or is, in the sole discretion of the
Trustees, acting in good faith and in light of their fiduciary
duties under federal and any applicable state laws, in the best
interests of the shareholders of any portfolio.
1.4 The Distributor agrees to redeem, upon the Company's request, any
full or fractional shares of the Fund held by the Company, executing
such requests on a daily basis at the net asset value next computed
after receipt by the Fund
or its designee of the request for redemption. For purposes of this
Section 1.4, the Company shall be the designee of the Fund for
receipt of requests for redemption and receipt by such designee
shall constitute receipt by the Fund, provided that the Fund
receives written (or facsimile notice) of such request for
redemption by 9:30 a.m. New York time on the next following Business
Day. Payment shall be made within the time period specified in the
Fund's prospectus or statement of additional information, in federal
funds transmitted by wire to the Company's account as designated by
the Company in writing from time to time.
1.5 The Company shall pay for the Fund shares on the next Business Day
after an order to purchase shares is made in accordance with the
provisions of Section 1.2 hereof. Payment shall be in federal funds
transmitted by wire pursuant to the instructions of the Fund's
treasurer or by a credit for any share redeemed.
1.6 The Company agrees to purchase and redeem the shares of the
Portfolios named in Schedule A offered by the then current
prospectus and statement of additional information of the Fund in
accordance with the provisions of such prospectus and statement of
additional information. The Company shall not permit any person
other than a Contract Owner to give instructions to the Company,
which will require the Company to redeem or exchange shares of the
Fund.
ARTICLE II. Sales Material, Prospectuses and Other Reports
2.1 The Company shall furnish, or shall cause to be furnished, to the Fund or
its designee, each piece of sales literature or other promotional material
in which the Fund or the adviser is named, at least 10 Business Days prior
to its use. No such material shall be used if the Fund or its designee
reasonably objects to such use within 10 Business Days after receipt of
such materials. Business Day shall mean any day in which the New York
Stock Exchange is open for trading and in which the Fund calculates its
net asset value pursuant to the rules of the Securities and Exchange
Commission.
2.2 The Company shall not give any information or make any representations or
statements on behalf of the Fund or concerning the Fund in connection with
the sale of the Contracts other than the information or representations
contained in the registration statement or prospectus for the Fund shares,
as such registration statement and prospectus may be amended or
supplemented from time to time, or in reports or proxy statements for the
Fund, or in sales literature or other promotional material approved by the
Fund or its designee, except with the permission of the Fund.
2.3 For purposes of the is Article II, the phrase "sales literature or other
promotional material" means advertisements (such as published or
designated for use in a newspaper, magazine or other periodical, radio,
television, telephone or tape
recording, videotape display, signs or billboard or electronic media), and
sales literature (such as brochures, circulars, market letters and form
letters), distributed or made generally available to customers or the
public.
2.4 The Fund shall provide a copy of its current prospectus within a
reasonable period of its filing date, and provide other assistance as is
reasonably necessary in order for the Company once a year (or more
frequently if the prospectus for the fund is supplemented or amended) to
have the prospectus for the Contracts and the Fund's prospectus printed
together in one document(such printing to be at the Company's expense).
The Distributor and the Fund shall be permitted to review and approve the
typeset form of the Fund's prospectus prior to such printing.
2.5 The Fund or the Distributor shall provide the Company with either I) a
copy of the Fund's report to shareholders, other information relating to
the Fund necessary to prepare financial reports, and other communications
to shareholders for printing and distribution to Contract Owners at the
Company's expense; or (ii), camera ready and/ or printed copies, if
appropriate, of such material, and printed copies of the Fund's proxy
material, for distribution to Contract Owners at the Company's expense,
within a reasonable period of the filing date for definitive copies of
such material. The Distributor and the Fund shall be permitted to review
and approve the typeset form of such, shareholder reports and
communications prior to such printing provided such materials have been
provided within a reasonable period.
ARTICLE III. Fees and Expenses
3.1 The Fund and Distributor shall pay no fee or other Compensation to the
Company under this agreement, and the Company shall pay no fee or other
compensation to the Fund or Distributor, except as provided herein.
3.2 All Expenses incident to performance by each party of its respective
duties under this agreement shall be paid by that party. The Fund shall
see to it that all its shares are registered and authorized for issuance
in accordance with applicable federal law and, if and to the extent
advisable by the Fund, in accordance with applicable state laws prior to
their sale. Th Fund shall bear the expense for the cost of registration
and qualification of the Fund's shares, preparation and filing of the
Fund's prospectus and registration statement, proxy materials and reports,
and the preparation of all statements and notices required by any federal
or state law.
3.3 The Company shall bear the expenses of all typesetting, printing and
distributing the Fund's prospectus, and reports to Owners of Contracts
issued by the Company.
3.4 In the event the Fund adds one or more additional portfolios and the
parties desire to make such portfolios available to respective Contract
owners and an underlying investment medium, a new Schedule A or and
amendment to this agreement shall be executed by the parties authorizing
the issuance of shares of the new Portfolios to the particular Account.
ARTICLE IV. Applicable Law
4.1. This Agreement shall be construed and the provisions hereof interpreted
under and in accordance with the laws of the state of New York.
4.2. This agreement shall be subject to the provisions of the 1933 Act, the
Securities Exchange Act of 1934 and the 1940 Act, and the rules and
regulations and rulings thereunder, including such exemption from those
statutes, rules and regulations as the Securities and Exchange Commission
may grant and the terms hereof shall be interpreted and construed in
accordance therewith, provided however, that the term "Registration
Statement or Prospectus for Variable Contract" and terms of similar import
shall include (I) any offering circular or similar document or sales
literature or other promotional materials used to offer and or sell the
variable Contracts in compliance with the private offering exemption in
the 1933 Act and applicable federal or state laws or regulations, and (ii)
the term "Registration Statement" and "Prospectus" as defined in the 1933
Act.
ARTICLE V. Termination
5.1 This Agreement shall terminate with respect to some or all Funds:
(a) at the option of any party upon six month's advance written notice to the
other parties;
(b) at the option of the Company to the extent that shares of Funds are not
reasonably available to meet the requirements of its Contracts or are not
appropriate funding vehicles for the Contracts, as determined by the
Company reasonably and in good faith. Prompt notice of the election to
terminate for such cause and an explanation of such cause shall be
furnished by the Company; or
(c) as provided in Article IV.
5.2 It is understood and agreed that the right of any party hereto to
terminate this Agreement pursuant to Section 5.1(a) may be exercised for
good cause or for no cause.
ARTICLE VI. Notices
Any notice shall be sufficiently given when sent by registered or certified mail
to the other party at the address of such party set forth below or at such other
address as such party may from time to time specify to the other party.
If to the Distributor:
▇▇▇▇▇▇▇▇▇▇▇ Funds Distributor, Inc.
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇.▇. ▇▇▇▇▇
Attention: Variable Annuity Operations
If to the Company:
The AIG Life Companies (U.S.)
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
ARTICLE VII. Miscellaneous
7.1 The Company represents and warrants that any Contracts eligible to
purchase shares of the Fund and offered and/or sold in private placements
will comply in all material respects with the exemptions from the
registration requirements of the 1933 Act and applicable federal and state
laws and regulations.
7.2 Subject to the requirements of legal process and regulatory authority,
each party hereto shall treat as confidential the names and addresses of
the owners of the Contracts and all information reasonably identified as
confidential in writing by any other party hereto and, except as permitted
by (i) this Agreement and (ii) by Title V, Subtitle A of the
▇▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act and by regulations adopted thereunder by regulators
having jurisdiction over the parties hereto, shall not disclose,
disseminate or utilize such names and addresses and other confidential
information without the express written consent of the affected party
until such time as it may come into the public domain.
7.3 The caption in this Agreement are included for convenience of reference
only and in no way define or delineate any of the provisions hereof or
otherwise affect their construction or effect.
7.4 This Agreement may be executed simultaneously in two or more counterparts,
each of which taken together shall constitute one and the same instrument.
7.5 If any provision of this Agreement shall be held or made invalid by a
court decision, statute, rule or otherwise, the remainder of the Agreement
shall not be affected thereby.
7.6 Each party hereto shall cooperate with, and promptly notify each other
party and all appropriate governmental authorities (including without
limitation the Securities and Exchange Commission, the National
Association of Securities Dealers, Inc. and state insurance regulators)
and shall permit such authorities reasonable access to its books and
records in connection with any investigation or inquiry relating to this
Agreement or the transactions contemplated hereby.
7.7 The rights, remedies and obligations contained in this Agreement are
cumulative and are in addition to any and all rights, remedies and
obligations, at law or in equity, which the parties hereto are entitled to
under state and federal laws.
7.8 It is understood by the parties that this Agreement is not an exclusive
arrangement in any respect.
7.9 The Company and the Distributor each understand and agree that the
obligations of the Fund under this Agreement are not binding upon any
shareholder of the Fund personally, but bind only the Fund and the Fund's
property; the Company
and the Distributor each represent that it has notice of the provisions of
the Declaration of Trust disclaiming shareholder liability for acts or
obligations of the Fund.
7.10 This Agreement shall not be assigned by any party hereto without the prior
written consent of all the parties. Notwithstanding the foregoing or
anything to the contrary set forth in this Agreement, the Distributor or
an Adviser may transfer or assign its rights, duties and obligations
hereunder or interest herein to any entity owned, directly or indirectly,
by ▇▇▇▇▇▇▇▇▇▇▇ Acquisition Corp. (the Distributor's parent corporation) or
to a successor in interest pursuant to a merger, reorganization, stock
sale, asset sale or other transaction, without the consent of the Company,
as long as ( i ) that assignee agrees to assume all the obligations
imposed on the Distributor by this Agreement, and (ii) the Fund consents
to that assignment.
7.11 This Agreement sets forth the entire agreement between the parties and
supercedes all prior communications, agreements and understandings, oral
or written, between the parties regarding the subject matter hereof.
IN WITNESS WHEEREOF, each of the parties hereto has caused this Amendment to be
executed in its name and on its behalf by its duly authorized representative and
its seal to be hereunder affixed as of the date specified below.
THE AIG LIFE COMPANIES (U.S.)
By:___________________________
Title:__________________________
Date:__________________________
▇▇▇▇▇▇▇▇▇▇▇ FUNDS DISTRIBUTORS, INC.
By:___________________________
Title:__________________________
Date:__________________________
SCHEDULE A
Separate Accounts:
Variable Account I of AIG Life Insurance Company;
Variable Account A of American International Life Assurance Company of New York;
Funds:
▇▇▇▇▇▇▇▇▇▇▇ International Bond Fund;
▇▇▇▇▇▇▇▇▇▇▇ Strategic Income Fund;
Centennial Money Market Trust.
