EXHIBIT B
Principal Underwriter's Agreement between AIG Life Insurance Company
and American International Fund Distributors, dated August 15, 1989
PRINCIPAL UNDERWRITER'S AGREEMENT
IT IS HEREBY AGREED by and between AIG LIFE INSURANCE COMPANY (the
"INSURANCE COMPANY") on behalf of VARIABLE ACCOUNT II (the "Variable Account")
and AMERICAN INTERNATIONAL FUND DISTRIBUTORS, INC. ("PRINCIPAL UNDERWRITER") as
follows:
I.
INSURANCE COMPANY proposes to issue and sell Individual Flexible
Premium Variable Life Insurance Policies and Individual Single Premium Variable
Life Insurance Policies (the "Policies") to the public through PRINCIPAL
UNDERWRITER. The PRINCIPAL UNDERWRITER agrees to provide sales service subject
to the terms and conditions hereof. The Policies to be sold are more fully
described in the registration statement and the prospectus hereinafter
mentioned. Such 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 the Policies
issued through the Variable Account. PRINCIPAL UNDERWRITER will sell the
Policies under such terms as set by INSURANCE COMPANY and will make such sales
to purchasers permitted to buy such Policies as specified in the prospectus.
III.
PRINCIPAL UNDERWRITER agrees it shall undertake at its own expense, to
perform all duties and functions which are necessary and proper for the
distribution of the Policies.
IV.
PRINCIPAL UNDERWRITER shall be compensated for its distribution service
in an amount mutually agreed to by INSURANCE COMPANY and PRINCIPAL UNDERWRITER
on an individual basis.
V.
On behalf of the Variable Account, INSURANCE COMPANY shall furnish
PRINCIPAL UNDERWRITER with copies of all prospectuses, financial statements and
other documents which PRINCIPAL UNDERWRITER reasonably requests for use in
connection with the distribution of the Policies. INSURANCE COMPANY shall
provide to PRINCIPAL UNDERWRITER such number of copies of the current effective
prospectus as PRINCIPAL UNDERWRITER shall reasonably request.
VI.
PRINCIPAL UNDERWRITER is not authorized to give any information or to
make any representations concerning the Contracts or the 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 as defined by the
Investment Company Act of 1940.
This Agreement may at any time be terminated by either party hereto
upon 60 days written notice to the other party.
All notices, requests, demands and other communications under this
Agreement shall be in writing and shall be deemed to have been given on the date
of service if serviced 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 15th day of August, 1989
INSURANCE COMPANY
AIG LIFE INSURANCE COMPANY
/s/ A. Xxxxxxx Xxxxxxxx
By: _____________________________
A. Xxxxxxx Xxxxxxxx,
President
/s Xxxxxxx X. Xxxxx
ATTEST: _______________________
Secretary
PRINCIPAL UNDERWRITER
AMERICAN INTERNATIONAL FUND
DISTRIBUTORS, INC.
/s/ Xxxxx Xxxxx
By: ___________________________
Xxxxx Xxxxx
President
/s/ Xxxxxxx X. Xxxxx
ATTEST: _________________________
Secretary
