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EXHIBIT 99.B3(i)
PRINCIPAL UNDERWRITER'S AGREEMENT
IT IS HEREBY AGREED by and between SENTRY LIFE INSURANCE COMPANY
("INSURANCE COMPANY") on behalf of SENTRY VARIABLE ACCOUNT II (the "Variable
Account") and Sentry Equity Services, Inc. ("PRINCIPAL UNDERWRITER") as follows:
I
INSURANCE COMPANY proposes to issue and sell variable annuity
contracts ("Annuity Contracts") to the public through Principal Underwriter.
The PRINCIPAL UNDERWRITER agreed to provide sales service subject to the terms
and conditions hereof. Annuity Contracts to be sold are more fully described in
the registration statement and the prospectus hereinafter mentioned. Such
Annuity Contracts will be issued by Insurance Company through the Variable
Account.
II
INSURANCE COMPANY grants PRINCIPAL UNDERWRITER the exclusive
right, during the term of this Agreement, subject to registration requirements
of the Securities Act of 1933 and the Investment Company Act of 1940 and the
provisions of the Securities Exchange Act of 1934, to be the distributor of
Annuity Contracts issued through the Variable Account. PRINCIPAL UNDERWRITER
will sell Annuity
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Contracts under such terms as set by Insurance Company and will make such sales
to purchasers permitted to buy such Annuity Contracts as specified in the
prospectus.
III
PRINCIPAL UNDERWRITER agrees that it shall undertake at its own
expense, to perform all duties and functions which are necessary and proper for
the distribution of the Annuity Contracts.
IV
PRINCIPAL UNDERWRITER shall be compensated for its distribution
service in the amount of 4.7% of all Annuity Purchase Payments accepted by
Insurance Company on the Annuity Contracts covered hereby.
V
On behalf of the Variable Account, INSURANCE COMPANY shall
furnish PRINCIPAL UNDERWRITER with copies of all prospectuses, financial
statements and other documents with PRINCIPAL UNDERWRITER reasonably requests
for use in connection with the distribution of Annuity Contracts. INSURANCE
COMPANY shall provide to PRINCIPAL UNDERWRITER such number of copies of the
current effective prospectus as Principal Underwriter shall request.
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VI
PRINCIPAL UNDERWRITER is not authorized to give any information,
or to make any representations concerning Variable Account of Insurance Company
other than those contained in the current registration statement or prospectus
filed with the Securities and Exchange commission or such sales literature as
may be authorized by INSURANCE COMPANY.
VII
Both Parties to this Agreement agree to keep the necessary
records as indicated by applicable state and federal law and to render the
necessary assistance to one another for the accurate and timely preparation of
such records.
VIII
This Agreement shall be effective upon the execution hereof and
will remain in effect unless terminated as hereinafter provided. This Agreement
shall automatically be terminated in the event of its assignment by PRINCIPAL
UNDERWRITER. This Agreement may at any time be terminated by either party
hereto upon not less than 60 days' written notice to the other party.
IX
All notices, requests, demands and other communications under
this Agreement shall be in writing and shall be deemed to have
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been given on the date of service if served personally on the party to whom
notice is to be given, or on the date of mailing if sent by First Class Mail,
Registered or Certified, postage prepaid and properly addressed.
IN WITNESS WHEREOF, the parties hereto have caused this
instrument to be signed on their behalf by their respective officers thereunto
duly authorized.
EXECUTED this 1st day of May, 1984.
INSURANCE COMPANY
SENTRY LIFE INSURANCE COMPANY
By: Xxxxxx X. Xxxxxxxxxx
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Assistant Treasurer
ATTEST: Xxxxxxxx X. Xxxxxxxx
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Secretary
PRINCIPAL UNDERWRITER
SENTRY EQUITY SERVICES, INC.
By: Xxxx X. Xxxxxxx
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President
ATTEST: Xxxxxxxx X. Xxxxxxxx
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Secretary
