Obligation AmeriGroup International 12% ( XS0085468352 ) en ITL

AmeriGroup International

100 % ▼

Etas-Unis

XS0085468352 ( en ITL )

12% par an ( paiement annuel )

09/04/2018 - Obligation échue

Prospectus brochure de l'obligation American International Group (AIG) XS0085468352 en ITL 12%, échue

1 000 000 ITL

275 000 000 000 ITL

American International Group (AIG) est une société mondiale de services financiers offrant une large gamme de produits d'assurance et de gestion d'actifs, notamment l'assurance dommages, l'assurance vie et la gestion d'investissements.

L'Obligation émise par AmeriGroup International ( Etas-Unis ) , en ITL, avec le code ISIN XS0085468352, paye un coupon de 12% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 09/04/2018

Information Memorandum

ASIF II
(Incorporated with limited liability in the Cayman Islands)
ASIF III (JERSEY) LIMITED
(Incorporated with limited liability under the laws of Jersey)
U.S.$25,000,000,000
Note Issuance Programme
ASIF II and ASIF III (Jersey) Limited ("ASIF III" individually and together with ASIF II, the
"Issuers" and each, an "Issuer") or each of them may issue from time to time under the Note Issuance
Programme (the "Programme") notes (the "Notes") in one or more series (each a "Series") in an aggregate
principal amount outstanding at any one time of up to U.S. $25,000,000,000 or the equivalent thereof in other
currencies. The aggregate principal amount outstanding at any one time under the Programme may be increased
at any time, subject to any necessary regulatory approval. The Notes may be denominated in U.S. dollars, Euro,
Sterling, Japanese yen or other currencies, including composite currencies (each, a "Specified Currency"), as
specified in the applicable pricing supplement to this Information Memorandum (each, a "Pricing Supplement").
The Notes will be issued subject to, and be entitled to the benefits of, in the case of Notes issued
by ASIF II, an Indenture dated as of November 14, 1994, as amended, modified or supplemented from time to
time (the "Cayman Indenture"), by and between ASIF II and JPMorgan Chase Bank, N.A., as trustee (in such
capacity and any successor, the "Cayman Trustee"), or, in the case of Notes issued by ASIF III, an Indenture
dated as of March 16, 1998, as amended, modified or supplemented from time to time (the "Jersey Indenture") by
and between ASIF III and JPMorgan Chase Bank, N.A., as trustee (in such capacity and any successor, the
"Jersey Trustee," and, together with the Cayman Trustee, the "Trustees").
The Notes of any Series will be the limited recourse obligations of the Issuer of such Series, and
will be secured by a guaranteed investment contract, funding agreement or other similar agreement (a "Funding
Agreement") and, in some instances, may be secured by one or more swap contracts (each, a "SWAP"). The
applicable Funding Agreement and the SWAP (if any) for Notes issued by ASIF II or ASIF III will be issued by
SunAmerica Life Insurance Company ("SALIC") or, if specified in the applicable Pricing Supplement, a subsidiary
or affiliate thereof (a "SALIC Affiliate") (each, a "Contract Provider"). A supplement to this Information
Memorandum will be circulated in connection with any Series of Notes secured by a Funding Agreement or
SWAP issued by a SALIC Affiliate other than SALIC containing relevant information regarding such Contract
Provider. The holders of a particular Series of Notes will not have recourse to any property of the related Issuer
other than the applicable Funding Agreement and the applicable SWAP (if any) and related property and
proceeds securing such Series of Notes. Payment of the principal of and interest on a Series of Notes will be
made solely from the proceeds of the applicable Funding Agreement and the applicable SWAP (if any). SALIC is
a stock life insurance company organized and licensed under the laws of the State of Arizona, United States of
America. Information about SALIC, its business and financial condition (based on information provided to the
Issuers by SALIC) is set forth herein in the section entitled "Available Information and the Regulatory Framework"
and in the Information Memorandum Addendum dated as of the date hereof (as amended or supplemented from
time to time, the "Information Memorandum Addendum").
For the risk factors, please see the section "Certain Investment Considerations" on page
53.
This Information Memorandum may be used for purposes of listing the Notes on the Luxembourg
Stock Exchange for a period of twelve months from the date hereof.
The interest rate or interest rate formula, if any, issue price, terms of redemption or repayment, if
any, stated maturity and any other terms not otherwise provided in this Information Memorandum will be
established for each Series of Notes by the relevant Issuer prior to the date of issuance of such Series and will be
indicated in a Pricing Supplement relating to such Series. Unless otherwise indicated in the applicable Pricing
Supplement, the Notes may not be redeemed prior to maturity unless certain events occur affecting United
States, Cayman Islands, or Jersey taxation. See "Description of the Terms and Conditions of the Notes."

1

The Notes will be offered and sold in compliance with Regulation S under the United States
Securities Act of 1933, as amended (the "Securities Act"). The Notes will not be (i) offered, sold, delivered,
pledged or otherwise transferred to a U.S. Person or a United States person or (ii) mailed or otherwise delivered
to any location in the United States. Any Holder who is a U.S. Person or a United States person will not be
entitled to receive any payments under the Notes. See "Description of the Terms and Conditions of the Notes--
Section 1. General--(e) Regulation S and United States Internal Revenue Code Restrictions--No U.S. Persons
or United States Persons."
It is anticipated that Standard & Poor's Ratings Services, a Division of The McGraw-Hill
Companies, Inc. ("Standard & Poor's"), will rate each Series of Notes under the Programme "AAA" and that
Moody's Investors Service, Inc. ("Moody's" and, together with Standard & Poor's, the "Rating Agencies") will rate
each Series of Notes under the Programme "Aaa". On February 4, 2003, Moody's confirmed its Aaa rating of
AIG's long-term debt but changed the outlook on the ratings from stable to negative. On May 19, 2004, Moody's
once again confirmed its Aaa rating of AIG's long-term debt and revised the outlook on the ratings from negative
to stable. These outlook changes also apply to the Aaa insurance financial strength ratings of SunAmerica Life
and debt secured by institutional funding agreements, which are issued by SunAmerica Life. For further details,
please see Moody's Press Releases dated February 4, 2003 and May 19, 2004, respectively.
On October 29, 2004, Standard & Poor's affi rmed its AAA counterparty credit and senior debt
ratings and A-1+ commercial paper rating on AIG. In addition, Standard & Poor revised its outlook on AIG's
counterparty credit rating to negative from stable and affirmed its ratings on subsidiaries that are guaranteed by
AIG and revised the outlook on these ratings to negative from stable. At the same time, Standard & Poor's
affirmed all its ratings on AIG's remaining subsidiaries. The outlook on these ratings remains stable.
When an issue of Notes is rated, its rating will not necessarily be the same as the rating applicable to the
Program. A RATING IS NOT A RECOMMENDATION TO BUY, SELL OR HOLD SECURITIES AND MAY BE SUBJECT TO
SUSPENSION, CHANGE OR WITHDRAWAL AT ANY TIME BY THE ASSIGNING RATING AGENCY.
In the case of Indexed Notes issued pursuant to the terms of the Programme with an equity-index
overlay, an embedded credit derivative or other derivative that changes the risk characteristics, the rating by
Moody's does not address the promise or shortfall, if any, on either the interest or principal of an individual Series
of Notes due to the performance of the equity index or the likelihood of the embedded credit or derivative being
exercised.
It is expected that each Rating Agency will review each Series to determine if the rating is
applicable. The ratings of the Rating Agencies are based on the implicit and explicit support of the Contract
Provider by American International Group, Inc. and its member companies. The rating of the Notes should be
evaluated independently from similar ratings of other types of securities. The rating of a Series will not necessarily
be the same for all tranches of a Series. A security rating is not a recommendation to buy, sell or hold securities
and may be subject to review, revision, or suspension or withdrawal by the assigning rating agency, including
after the issuance of the applicable Series of Notes. The Rating Agencies have not been involved in the
preparation of this Information Memorandum other than the description of the ratings herein.
At the option of the relevant Issuer, a Series of Notes issued under the Programme may not be
rated by either or both Rating Agencies if it is expressly specified in the Pricing Supplement for such Series that
such Series is not rated by a particular Rating Agency.
The Notes have not been approved or disapproved by the Department of Insurance of the State
of Arizona (the "Arizona Department of Insurance"), nor has the Arizona Department of Insurance passed upon
the accuracy or adequacy of this Information Memorandum.
Application may be made to list one or more Series of Notes on the Luxembourg Stock
Exchange. The relevant Pricing Supplement will specify whether the Notes of a Series will be listed on the
Luxembourg Stock Exchange or any other exchange.
The Notes may be offered by the Issuers through Merrill Lynch International or other placement
agents, each of which has agreed or will agree to use its reasonable efforts to solicit offers to purchase the Notes.
The Issuers also may sell Notes to Merrill Lynch International or other placement agents acting as principal for
resale to investors or other purchasers and have reserved the right to sell Notes to investors on their own behalf.

2

Each Issuer reserves the right to withdraw, cancel or modify any offer made hereby on its behalf without notice.
Each Issuer or any placement agent may reject any offer to purchase Notes, in whole or in part. See "Plan of
Distribution."
This Information Memorandum (this "Information Memorandum") amends and restates the
Amended and Restated Information Memorandum dated November 20, 2003, as amended (the "Prior Information
Memorandum") and the note issuance programme described therein (the "Prior Note Issuance Programme"). As
noted therein, the Prior Information Memorandum amended and restated in its entirety the Information
Memorandum dated September 12, 2002, as amended, which Information Memorandum amended and restated
in its entirety the Information Memorandum July 16, 2001, as amended, which Information Memorandum
amended and restated in its entirety the Information Memorandum dated June 1, 2000 as amended (including
without limitation, the Information Memorandum Supplement dated February 15, 2001) which Information
Memorandum amended and restated in its entirety the Information Memorandum dated April 23, 1999, as
amended (including, without limitation, the Information Memorandum Supplements dated August 11, 1999,
November 4, 1999 and December 17, 1999), which Information Memorandum amended and restated in its
entirety the Information Memorandum dated March 16, 1998, as amended (including, without limitation, the
Information Memorandum Supplements dated March 31, 1998, April 8, 1998, May 15, 1998, July 31, 1998 and
January 12, 1999) relating to the Programme and which Information Memorandum amended and restated in its
entirety the Offering Circular dated May 22, 1997, as amended (including, without limitation, the Offering Circular
Supplement dated February 11, 1998), relating to the Programme (the "Initial Offering Circular").
Accompanying this Information Memorandum is an Information Memorandum Addendum (as
amended from time to time, the "Information Memorandum Addendum"), which sets forth certain information
regarding the Issuers and the Contract Providers. As used herein, the term Information Memorandum includes
this Information Memorandum, as supplemented from time to time and as supplemented by the Information
Memorandum Addendum and all documents from time to time incorporated herein by reference. Pursuant to the
rules of the Luxembourg Stock Exchange, this Information Memorandum and the accompanying Information
Memorandum Addendum constitute global documentation and are to be read together. See "Documents
Incorporated by Reference."
Certain terms of the Programme described herein do not apply to certain Series of Notes issued
prior to the date of this Information Memorandum, including Series of Notes described in the Prior Information
Memorandum and issued pursuant to the Prior Note Issuance Programme. Consequently, notwithstanding
anything herein to the contrary, the Holders of any Series of Notes issued prior to the date of this Information
Memorandum, including Notes which are to be consolidated and form a single series with Notes issued prior to
the date hereof, should refer to and rely on the information memorandum applicable to such Series of Notes (if
relevant), including the Description of the Terms and Conditions of the Notes set forth therein, the applicable
Pricing Supplement attached thereto and the related definitive documentation for such Series of Notes.
Arranger
Merrill Lynch International
The date of this Information Memorandum is
December 21, 2004

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IMPORTANT NOTICE
THE NOTES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED
STATES OF AMERICA SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"). THE NOTES
MAY NOT BE OFFERED, SOLD, DELIVERED, PLEDGED OR OTHERWISE TRANSFERRED TO OR HELD BY
(A) A CITIZEN OR RESIDENT OF THE UNITED STATES OF AMERICA OR ANY OF ITS TERRITORIES OR
POSSESSIONS, (B) A CORPORATION, PARTNERSHIP OR OTHER ENTITY CREATED OR ORGANIZED
UNDER THE LAWS OF THE UNITED STATES OF AMERICA, (C) A U.S. PERSON (AS DEFINED UNDER
SECTIONS 230.901 THROUGH 230.904 OF TITLE 17 OF THE UNITED STATES CODE OF FEDERAL
REGULATIONS ("REGULATION S")) OR (D) ANY ENTITY THE ASSETS OF WHICH ARE DEEMED TO
INCLUDE THE ASSETS OF ANY EMPLOYEE BENEFIT PLAN THAT IS SUBJECT TO THE U.S. EMPLOYEE
RETIREMENT INCOME SECURITY ACT OF 1974 ("ERISA") (ANY PERSON DESCRIBED IN CLAUSES (A),
(B), (C) OR (D) OF THIS SENTENCE, A "U.S. PERSON"). EACH HOLDER OF NOTES WHO IS A U.S.
PERSON IS HEREBY NOTIFIED THAT, AS PROVIDED IN THE RELEVANT INDENTURE, SUCH HOLDER
SHALL NOT BE ENTITLED TO RECEIVE ANY PAYMENTS UNDER THE NOTES. BY ITS ACCEPTANCE OF
THE NOTES EACH HOLDER OF THE NOTES SHALL BE DEEMED TO HAVE REPRESENTED TO THE
ISSUER THAT SUCH HOLDER IS NOT A U.S. PERSON AND THAT SUCH HOLDER IS NOT PURCHASING
THE NOTES FOR THE ACCOUNT OF ANY U.S. PERSON. IN ADDITION, THE NOTES WILL BE SUBJECT
TO UNITED STATES TAX LAW REQUIREMENTS. THE ISSUERS HAVE NOT BEEN AND WILL NOT BE
REGISTERED AS INVESTMENT COMPANIES UNDER THE UNITED STATES INVESTMENT COMPANY ACT
OF 1940, AS AMENDED.
The Issuers have not authorized any offer of the Notes having a maturity of one year or more to
the public in the United Kingdom within the meaning of the Public Offers of Securities Regulations 1995 (the
"Regulations"). The Notes may not lawfully be offered or sold to persons in the United Kingdom except in
circumstances which do not result in an offer to the public in the United Kingdom within the meaning of the
Regulations or otherwise in compliance with all applicable provisions of the Regulations.
Unless otherwise specified in the relevant Pricing Supplement, and so long as the clearing
systems Euroclear Bank, S.A./N.V. as operator of the Euroclear System ("Euroclear") and Clearstream Banking,
société anonyme ("Clearstream, Luxembourg") so permit, each Series of the Notes will be issued in bearer form
and will be represented initially by a temporary global Note (a "Temporary Global Note"), without coupons, which
will be deposited with a common depository for Clearstream, Luxembourg, and Euroclear. Interests in a
Temporary Global Note will be exchangeable for interests in a permanent global Note (a "Permanent Global Note"
and together with the Temporary Global Notes, the "Global Notes"), without coupons, representing Notes of a
particular Series commencing not earlier than 40 days after the later of the date on which the Notes of that Series
are first offered to persons other than distributors (as determined by the relevant Placement Agent) or the date
upon which payment for and delivery of the Series of Notes is made (the "Issue Date"), upon certification as to
beneficial ownership as required by United States tax laws and regulations, as described under "Description of
the Terms and Conditions of the Notes." Definitive bearer Notes will only be issued in certain limited
circumstances.
No person has been authorized to give any information or to make any representation other than
those contained in this Information Memorandum or any applicable Pricing Supplement and any information or
representation not so contained must not be relied upon as having been authorized by or on behalf of any Issuer,
Arranger, Placement Agent or Contract Provider. The delivery of this Information Memorandum or any applicable
Pricing Supplement at any time does not imply that the information contained in it is correct as of any time
subsequent to its date.
This Information Memorandum and any Pricing Supplement do not constitute an offer of, or
invitation by or on behalf of any Issuer, Arranger or Placement Agent to subscribe for, or purchase any Notes. A
copy of this Information Memorandum has been delivered to the Jersey Registrar of Companies in accordance
with Article 5 of the Companies (General Provisions) (Jersey) Order 2002, and he has given, and has not
withdrawn, his consent to its circulation together with a Pricing Supplement substantially in the form set out in
Annex A of this Information Memorandum (save for necessary changes in respect of the relevant Notes). No
other action has been taken by any Issuer, Arranger or Placement Agent that would permit a public offering of the

4

Notes, or possession or distribution of this Information Memorandum, any Pricing Supplement, or any other
offering material relating to the Notes, in any country or jurisdiction where action for that purpose is required. The
distribution of this Information Memorandum or any Pricing Supplement and the offer or sale of the Notes in
certain jurisdictions may be restricted by law. Persons into whose possession this Information Memorandum or
any Pricing Supplement comes are required by each Issuer, the Arranger and each Placement Agent to inform
themselves about and to observe any such restrictions. In particular, at the date hereof, there are restrictions on
the distribution of this Information Memorandum and the offer and sale of the Notes in, among other places, the
United States, the United Kingdom, the Cayman Islands, Jersey, Germany, The Netherlands, the Republic of
Italy, and Japan. (See "Selling Restrictions" herein.) Neither this Information Memorandum nor any Pricing
Supplement constitutes, or may be used for the purposes of, any offer or solicitation by anyone in any jurisdiction
in which such offer or solicitation is not authorized or to any person to whom it is unlawful to make such offer or
solicitation. The Jersey Financial Services Commission has given, and has not withdrawn, its consent under
Article 4 of the Control of Borrowing (Jersey) Order 1958 to the issue of the Notes by ASIF III.
Each Issuer confirms that the statements contained in this Information Memorandum and the
relevant Pricing Supplement relating to itself and any Notes issued by it are in every material respect true and
accurate and not misleading and that to the best of the knowledge and belief of such Issuer there are no other
facts in relation thereto the omission of which makes any statement herein misleading in any material respect and
that all reasonable inquiries have been made to ascertain such facts and verify the accuracy of such statements.
Each Issuer accepts responsibility accordingly. The statements relating to SALIC, the Funding Agreements and
the SWAPs to which SALIC or any SALIC Affiliate is party and the information set forth in the Information
Memorandum Addendum under the heading "Summary of Principal Differences between Statutory Accounting
Principles and U.S. GAAP" are based on information provided to ASIF II and ASIF III by SALIC specifically for use
herein and such Issuer accepts responsibility for correctly representing such information received by such Issuer.
No Arranger or Placement Agent has separately verified the information contained herein. No
Arranger or Placement Agent makes any representation, express or implied, or accepts any responsibility with
respect to the accuracy or completeness of any of the information in this Information Memorandum. Neither this
Information Memorandum nor any statutory or other financial statements included or incorporated by reference
herein should be considered as a recommendation by any Issuer, Arranger, Placement Agent, SALIC or relevant
Contract Provider, or any other person that any recipient of this Information Memorandum or any other
information should subscribe for or purchase the Notes. Each potential subscriber or purchaser of the Notes
should determine for itself the relevance of the information contained in this Information Memorandum and its
subscription for or purchase of Notes should be based upon such investigation as it deems necessary. No
Arranger or Placement Agent has undertaken, nor in relation to any Contract Provider has any Issuer undertaken,
to review the financial condition or affairs of the Issuers, SALIC, any SALIC Affiliate or any of their respective
affiliates during the life of the arrangements contemplated by this Information Memorandum nor to advise any
investor or potential investor in the Notes of any information coming to the attention of any Arranger, Placement
Agent, Issuer or Contract Provider.
It must be distinctly understood that in giving their consents neither the Jersey Registrar of
Companies nor the Jersey Financial Services Commission takes any responsibility for the financial soundness of
any schemes or for the correctness of any statements made or opinions expressed with regard to them.
The information set forth herein, to the extent it comprises a description of certain provisions of
the documentation relating to the transactions described herein, is a summary and is not presented as a full
statement of the provisions of such documentation. Such summaries are qualified in their entirety by reference to
and are subject to the provisions of such documentation.
___________________ . ___________________
As used in this Information Memorandum "United States" means the United States of America
(including the States and the District of Columbia), its territories, its possessions (including the Commonwealth of
Puerto Rico), and other areas subject to its jurisdiction and the term "United States person" means a citizen or
resident of the United States, a corporation, partnership (or other entity treated as a corporation or partnership for
U.S. federal income tax purposes) created or organized in or under the laws of the United States or any political
subdivision thereof, an estate the income of which is subject to United States federal income taxation regardless

5

of its source, or a trust if (i) a court within the United States is able to exercise primary supervision over its
administration and (ii) one or more United States persons (as defined in the United States Internal Revenue Code
of 1986, as amended (the "Code")) have the authority to control all of its substantial decisions, or (iii) which
otherwise has in effect a valid election to be treated as a United States person, except as provided in "Selling
Restrictions." "U.S. Person" shall have the meaning set forth in Regulation S.
References herein to "dollars," "U.S. dollars," "U.S.$" and "$" are to the lawful currency of the
United States. References herein to "U.S.A." or "U.S." are to the United States. References herein to "Jersey"
are to the Island of Jersey and Bailiwick of Jersey, British Channel Islands. References herein to "Germany" are
to the Federal Republic of Germany. References herein to "Japanese yen" or "¥" are to the lawful currency of
Japan. References herein to "Sterling" or "£" are to the lawful currency of the United Kingdom. References
herein to the "United Kingdom" are to the United Kingdom of Great Britain and Northern Ireland. References to
"Euro" are to the currency introduced at the start of the third stage of European economic and monetary union
pursuant to the Treaty establishing the European Community, as amended by the Treaty on European Union and
the Treaty of Amsterdam. Reference to any other currency or composite currency in any applicable Pricing
Supplement will be defined therein.
___________________ . ___________________
IN CONNECTION WITH THE ISSUE OF ANY SERIES OF NOTES UNDER THE PROGRAMME
DESCRIBED HEREIN, THE PLACEMENT AGENT (IF ANY) WHICH IS SPECIFIED IN THE RELEVANT
PRICING SUPPLEMENT AS THE STABILIZING MANAGER (OR ANY PERSON ACTING FOR THE
STABILIZING MANAGER) MAY OVER-ALLOT OR EFFECT TRANSACTIONS WITH A VIEW TO
SUPPORTING THE MARKET PRICE OF THE NOTES AT A LEVEL HIGHER THAN THAT WHICH MIGHT
OTHERWISE PREVAIL FOR A LIMITED PERIOD. HOWEVER, THERE MAY BE NO OBLIGATION ON THE
STABILIZING MANAGER (OR ANY AGENT OF THE STABILIZING MANAGER) TO DO THIS. SUCH
STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME AND MUST BE BROUGHT TO AN
END AFTER A LIMITED PERIOD. SUCH STABILIZING WILL BE CONDUCTED IN COMPLIANCE WITH ALL
APPLICABLE LAWS, REGULATIONS AND RULES.
___________________ . ___________________
AVAILABLE INFORMATION AND REGULATORY FRAMEWORK
SALIC is organized in the State of Arizona and is subject to regulation and supervision by the
Department of Insurance of the State of Arizona (the "Arizona Department of Insurance"), and by insurance
regulatory authorities in other States of the United States in which it is authorized to transact an insurance
business. State insurance laws grant to supervisory agencies broad administrative and supervisory powers
related to granting and revoking licenses to transact an insurance business, regulating marketing, advertising and
other trade and sale practices, operating guaranty associations, licensing agents, approving policy forms,
regulating certain premium rates, regulating insurance holding company systems, establishing reserve
requirements, prescribing the form and content of required financial statements and reports, performing financial
and other examinations, determining the reasonableness and adequacy of statutory capital and surplus,
regulating the type and amount of investments permitted, limiting the amount of dividends that can be paid and
the size of transactions that can be consummated without first obtaining regulatory approval and other related
matters. Certain information and reports that SALIC has filed with the Arizona Department of Insurance can be
inspected or obtained at the Department of Insurance, State of Arizona, 2910 N. 44th Street, Phoenix, AZ 85018,
U.S.A.
SALIC is required to file detailed annual reports with the supervisory agencies in each of the
jurisdictions in the United States in which it conducts an insurance business, and its business and accounts are
subject to examination by such agencies at any time. Under the rules of the National Association of Insurance
Commissioners ("NAIC"), insurance companies are examined periodically (generally every three to five years) by
one or more of the supervisory agencies on behalf of the states in which they do business. To date, no such
insurance department examinations have produced significant adverse findings regarding SALIC, nor are there
any state insurance regulatory proceedings that have been commenced against SALIC that would have a material
adverse effect on SALIC's operating results or financial condition.

6

SALIC submits on a quarterly basis to the Arizona Department of Insurance certain reports
regarding its statutory financial condition (each, a "Statutory Statement" and collectively, the "Statutory
Statements"). Each Statutory Statement contains supporting schedules as of the end of the period to which such
Statutory Statement relates. The statutory-basis financial statements are required to be prepared in conformity
with accounting practices prescribed or permitted by the Arizona Department of Insurance. Statutory accounting
principles ("SAP") vary in some respects from generally accepted accounting principles. The effects on the
financial statements of the variances between the statutory basis of accounting and generally accepted
accounting principles are presumed to be material. See "Summary of Principal Differences Between Statutory
Accounting Principles and U.S. GAAP" in the Information Memorandum Addendum.
During the last decade, the insurance regulatory framework relating to insurance companies
doing business in the United States has been placed under increased scrutiny by various states, the federal
government and the NAIC. Various states have considered or enacted legislation that changes, and in many
cases increases, the states' authority to regulate insurance companies. Legislation has been recently enacted by
the United States federal government allowing combinations between insurance companies, banks and other
entities. Also, Federal initiatives are proposed from time to time that could affect the business of insurance
companies. In recent years, the NAIC has approved and recommended to the states for adoption and
implementation several regulatory initiatives designed to reduce the risk of insurance company insolvencies.
These initiatives include new investment reserve requirements, risk-based capital standards and restrictions on
an insurance company's ability to pay dividends to its stockholders.
State guaranty associations assess insurance companies to pay contractual benefits owned by
impaired, insolvent or failed insurance companies. SALIC's assessment, net of amounts estimated to be
recoverable from future state premium taxes, did not constitute a material amount during the years ended
December 31, 2003 and December 31, 2002. SALIC cannot predict the amount of any future assessments.
___________________ . ___________________
DOCUMENTS INCORPORATED BY REFERENCE
With respect to any offering of the Notes by an Issuer, the most recent annual financial
statements of such Issuer, the most recent Annual Statutory Statement and supplements thereto and the related
audited Statutory Financial Statements and the most recent unaudited quarterly Statutory Statements of the
relevant Contract Provider and supplements thereto shall be deemed to be incorporated by reference in this
Information Memorandum, and all references herein to this Information Memorandum shall be deemed to include
such documents. Additionally, all of the relevant Issuer's future financial statements, all of the relevant Contract
Provider's future publicly available Statutory Statements and supplements thereto filed with the applicable
insurance regulatory authorities and all of the future publicly available unaudited quarterly Statutory Statements
and supplements (if any) of the relevant Contract Provider filed with the applicable insurance regulatory
authorities will be deemed to be incorporated by reference into, and to form part of, this Information
Memorandum. Neither Issuer prepares quarterly or other interim financial statements. Accordingly, the following
documents shall be deemed to be incorporated in, and to form part of, the Information Memorandum and may be
obtained free of charge at the offices of the Principal Paying Agent and the Luxembourg Paying Agent:
(1)
the most recent and all future published Annual Statutory Statements and unaudited quarterly Statutory
Statements of the relevant Contract Provider filed with applicable regulatory authorities and published
from time to time;
(2)
the audited Statutory Financial Statements for the two years ended December 31, 2003 and 2002 of the
related Contract Provider;
(3)
the audited financial statements of the applicable Issuer as of December 31, 2003 and December 31,
2002 and all future audited financial statements of the applicable Issuer;
(4)
all amendments and supplements to the Information Memorandum prepared by either of the Issuers
and/or a relevant Contract Provider from time to time; and
(5)
with respect to any Series of Notes, the related Pricing Supplement;

7

except that any statement contained in this Information Memorandum or in any of the documents incorporated by
reference in, and forming part of, this Information Memorandum shall be deemed to be modified or superseded for
the purpose of this Information Memorandum to the extent that a statement contained in any document
subsequently incorporated by reference modifies or supersedes such statement.
Each Issuer and the related Contract Provider has undertaken, in connection with the listing of
the Notes, that if, while Notes of such Issuer are outstanding and listed on the Luxembourg Stock Exchange,
there shall occur any material change in the Terms and Conditions of the Programme, or any increase in the
amount of the Programme or there shall occur any material adverse change in the business or financial position
of such Issuer or such Contract Provider in the context of an issuance under the Programme that is not reflected
in the Information Memorandum (or any of the documents incorporated by reference in the Information
Memorandum) the relevant Issuer and Contract Provider will prepare or procure the preparation of an amendment
or supplement to the Information Memorandum or publish a new Information Memorandum for use in connection
with any subsequent offering by such Issuer of Notes to be listed on the Luxembourg Stock Exchange.
Each Issuer will, at the specified offices of the relevant Paying Agent, provide, free of charge,
upon the oral or written request therefor, a copy of the Information Memorandum (or any document incorporated
by reference in the Information Memorandum). In addition, copies of the Information Memorandum will be
available at the office of the Luxembourg Paying Agent. Written or telephone requests for such documents
should be directed to the specified office of any relevant Paying Agent, including the Luxembourg Paying Agent.

8

TABLE OF CONTENTS
Page
SUMMARY ..................................................................................................................................... 10
DESCRIPTION OF THE TERMS AND CONDITIONS OF THE NOTES .............................................. 15
DESCRIPTION OF CERTAIN TERMS AND CONDITIONS OF THE FUNDING AGREEMENTS AND
SWAP CONTRACTS ........................................................................................................... 45
CERTAIN INVESTMENT CONSIDERATIONS .................................................................................. 50
TAXATION...................................................................................................................................... 52
PLAN OF DISTRIBUTION................................................................................................................ 54
SELLING RESTRICTIONS ............................................................................................................... 55
GENERAL INFORMATION .............................................................................................................. 59
ANNEX A FORM OF PRICING SUPPLEMENT...............................................................................A-1

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SUMMARY
The following summary is qualified in its entirety by the remainder of this Information
Memorandum and the Pricing Supplement (the "Pricing Supplement") relating to each Series of Notes and by the
Indentures and Supplemental Indentures (each as defined below). Certain terms of the Programme described
herein do not apply to certain Series of Notes issued prior to the date of this Information Memorandum.
Consequently, notwithstanding anything herein to the contrary, the Holders of any Series of Notes issued prior to
the date of this Information Memorandum should refer to and rely on the Prior Information Memorandum or the
other materials applicable to such Series of Notes (whichever is relevant), including the Description of the Terms
and Conditions of the Notes set forth therein, the applicable Pricing Supplement attached thereto and the related
definitive documentation for such Series of Notes.
Issuers:
ASIF II, an exempted company incorporated with limited liability in the Cayman Islands
(an "Issuer").

ASIF III (Jersey) Limited, a company incorporated with limited liability under the laws of
Jersey ("ASIF III" and, also, an "Issuer," and together with ASIF II, the "Issuers") .
Contract Providers:
SunAmerica Life Insurance Company ("SALIC") and SALIC Affiliates.
Arranger and
Placement Agent:
Merrill Lynch International.

Notes may also be issued to or sold through other Placement Agents, including, in the
case of a syndicated issue, the lead manager (the "Placement Agents"). The names of
the Placement Agents for each Series of Notes will be stated in the applicable Pricing
Supplement.
Notes:
Notes issued in one or more series (each, a "Series") from time to time under the Note
Issuance Programme (the "Programme").
Programme Size:
U.S.$25,000,000,000 (and, for this purpose, any Notes denominated in another currency
shall be translated into United States dollars at the date of the agreement to issue such
Notes using the spot rate of exchange for the purchase of such currency against payment
of United States dollars being quoted by the Principal Paying Agent on the date on which
the agreement to issue Notes in respect of the relevant Series was made or such other
rate as the applicable Issuer and the relevant Placement Agent may agree) outstanding
at any one time. The aggregate principal amount outstanding under the Programme may
be increased by the Issuers at any time, subject to any necessary regulatory approval.
Issuance in Series:
Notes will be issued in Series. The Notes comprising a particular Series will have
identical terms, except that (i) the issue date and the amount of the first payment of
interest may be different in respect of different tranches of Notes of the same Series and
(ii) such Series may consist of Notes of more than one denomination.
Terms and Conditions: A Pricing Supplement will be prepared in respect of each Series of Notes a copy of which
will, in the case of Notes to be listed on the Luxembourg Stock Exchange, be delivered to
the Luxembourg Stock Exchange on or before the date of issue of such Notes. The
terms and conditions applicable to each Series will be those set out herein under "Terms
and Conditions of the Notes" as supplemented, modified or replaced by the relevant
Pricing Supplement.
Security:
The Notes of any Series will be secured by a guaranteed investment contract, funding
agreement or other similar agreement (a "Funding Agreement") entered into between the
relevant Contract Provider and the relevant Issuer and, in certain instances, by one or
more swap contracts (the "SWAP") entered into between the relevant Issuer and the
relevant Contract Provider and, in each case, by the related property and proceeds (but
not by any other property of the relevant Issuer or any property of the other Issuer).
Payment of the principal of and interest on the Notes will be made solely from payments

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