National Variable Annuity Account Ii Sample Contracts

Among
Participation Agreement • February 25th, 1999 • National Variable Annuity Account Ii • Massachusetts
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1 EXHIBIT (b)(8)(e)(1) AMENDMENT NO. 1 TO PARTICIPATION AGREEMENT
Participation Agreement • May 28th, 1997 • National Variable Annuity Account Ii
Among
Participation Agreement • May 28th, 1997 • National Variable Annuity Account Ii • New York
Among
Participation Agreement • February 25th, 1999 • National Variable Annuity Account Ii • Massachusetts
FUND PARTICIPATION AGREEMENT
Fund Participation Agreement • May 2nd, 2023 • National Variable Annuity Account Ii

THIS AGREEMENT, made as of May 1, 2023, by and between LINCOLN VARIABLE INSURANCE PRODUCTS TRUST, a Delaware statutory trust (“Trust”), on its behalf and on behalf of its investment series set forth in Exhibit A (each, a “Fund”), LINCOLN FINANCIAL DISTRIBUTORS, INC., a Connecticut corporation (“Distributor”), LINCOLN FINANCIAL INVESTMENTS CORPORATION, a Tennessee corporation (“Adviser”), and NATIONAL LIFE INSURANCE COMPANY (“Company”), a life insurance company organized under the laws of the State of Vermont.

April 30, 2003 Board of Directors National Life Insurance Company One National Life Drive Montpelier, Vermont 05604 Re: NATIONAL VARIABLE ANNUITY ACCOUNT II Ladies and Gentlemen: We hereby consent to the reference to our name under the caption "Legal...
Consent Letter • May 1st, 2003 • National Variable Annuity Account Ii

We hereby consent to the reference to our name under the caption "Legal Matters" in the Statement of Additional Information filed as part of Post-Effective Amendment No. 11 to the Registration Statement on Form N-4 by National Variable Annuity Account II for certain variable annuity contracts (File No. 333-19583). In giving this consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act of 1933.

FUND PARTICIPATION AND SERVICE AGREEMENT
Fund Participation and Service Agreement • April 29th, 2016 • National Variable Annuity Account Ii • New York

National Life Insurance Company (“Insurance Company”), for itself and on behalf of one or more separate accounts of the Insurance Company (“Separate Accounts”), American Funds Distributors, Inc. (“AFD”), American Funds Service Company (“Transfer Agent”), Capital Research and Management Company (“CRMC”), and the American Funds Insurance Series (the “Series”), an open-end investment company for which AFD, CRMC and Transfer Agent provide services and which is divided into funds (hereinafter collectively called the “Funds” and, individually, a “Fund”), for good and valuable consideration, hereby agree on this 11th day of April 2016, that Class 4 shares of the Funds (“Class 4 Shares” together , the “shares”) shall be made available to serve as underlying investment media for certain variable annuity contracts (hereinafter called “Contract(s)”; holders of such Contracts hereinafter called “Contractholder(s)”) to be offered by the Insurance Company subject to the following provisions:

BUSINESS AGREEMENT
Business Agreement • April 29th, 2016 • National Variable Annuity Account Ii • New York

This Agreement is entered into as of the 11th day of April, 2016 (the “Effective Date”) by and among National Life Insurance Company (“Insurance Company”), a life insurance company organized under the laws of the State of Vermont (on behalf of itself and certain of its separate accounts); Equity Services, Inc. (the “Distributor”), a corporation organized under the laws of the State of Vermont; American Funds Distributors, Inc. (“AFD”), a corporation organized under the laws of the State of California; and Capital Research and Management Company (“CRMC”), a corporation organized under the laws of the State of Delaware.

FUND PARTICIPATION AGREEMENT
Fund Participation Agreement • April 29th, 2016 • National Variable Annuity Account Ii • New York

THIS AGREEMENT is executed as of May 1, 2016, and effective as of May 1, 2016 (the “Effective Date”), by and among BLACKROCK VARIABLE SERIES FUNDS, INC. an open-end management investment company organized as a Maryland corporation (the “Fund”), BLACKROCK INVESTMENTS, LLC (“BRIL” or the “Underwriter”), a broker-dealer registered as such under the Securities Exchange Act of 1934, as amended (the “1934 Act”), and NATIONAL LIFE INSURANCE COMPANY, a life insurance company organized under the laws of the state of Vermont (the “Company”), on its own behalf and on behalf of each separate account of the Company set forth on Schedule A, as may be amended from time to time (each separate account hereinafter referred to individually as an Account” and collectively as the “Accounts”).

DISTRIBUTION SERVICES AGREEMENT
Distribution Services Agreement • April 29th, 2016 • National Variable Annuity Account Ii • Delaware

NATIONAL LIFE INSURANCE COMPANY, (“Insurer”) and INVESCO DISTRIBUTORS, INC. (“Distributor”) (collectively, the “Parties”) mutually agree to the arrangements set forth in this Distribution Services Agreement (this “Agreement”) dated April 1, 2016.

THE UNIVERSAL INSTITUTIONAL FUNDS, INC. SHAREHOLDER INFORMATION AGREEMENT
Shareholder Information Agreement • May 1st, 2007 • National Variable Annuity Account Ii

THIS AGREEMENT, dated as of March 16, 2007, is by and between Morgan Stanley Distribution, Inc. ("Fund Agent") and the financial intermediary whose name appears on the signature page of this Agreement ("Intermediary"). Fund Agent is entering into this Agreement on behalf of The Universal Institutional Funds, Inc., including any separate series or portfolios thereof, whether existing at the date of this Agreement or established subsequent hereto (each, a "Fund," and, collectively, the "Funds").

SHAREHOLDER INFORMATION AGREEMENT
Shareholder Information Agreement • May 1st, 2007 • National Variable Annuity Account Ii

THIS AGREEMENT (the “Agreement”) is made and entered into as of October 16, 2006, or such other compliance date mandated by Rule 22c-2 under the Investment Company Act of 1940 (“Rule 22c-2”), whichever is later, by and between AMERICAN CENTURY INVESTMENT SERVICES, INC. (“ACIS”), and the party signing below (“Intermediary”).

PARTICIPATION AGREEMENT
Participation Agreement • April 29th, 2016 • National Variable Annuity Account Ii • Delaware

THIS AGREEMENT, made and entered into this 7th day of April, 2016 by and between GOLDMAN SACHS VARIABLE INSURANCE TRUST, a statutory trust formed under the laws of Delaware (the “Trust”), GOLDMAN, SACHS & CO., a New York limited partnership (the “Distributor”), and NATIONAL LIFE INSURANCE COMPANY, a Vermont life insurance company (the “Company”), on its own behalf and on behalf of each separate account of the Company identified herein.

Supplemental Agreement
Supplemental Agreement • May 1st, 2007 • National Variable Annuity Account Ii • New York

This Supplemental Agreement is entered into as of April 16,2007 by and between Dreyfus Service Corporation ("Dreyfus") on its behalf, and/or on behalf of one or more of the Funds for which it serves as primary underwriter, and the undersigned (the "Intermediary").

AMERICAN FUNDS RULE 22c-2 AGREEMENT
American Funds Rule 22c-2 Agreement • April 29th, 2016 • National Variable Annuity Account Ii

WHEREAS, American Funds Service Company (“AFS”) serves as transfer agent for the American Funds group of mutual funds (the “Funds”);

WELLS FARGO ADVANTAGE FUNDS RULE 22c-2 SHAREHOLDER INFORMATION AGREEMENT
Shareholder Information Agreement • May 1st, 2007 • National Variable Annuity Account Ii

This Agreement is made as of October 16, 2006, or such other compliance date mandated by Rule 22c-2 of the Investment Company Act of 1940 ("Rule 22c-2"), by and between Wells Fargo Funds Distributor, LLC ("WFFD"), Wells Fargo Funds Management, LLC, ("WFFM") (collectively "Wells Fargo") and National Life Insurance Company ("Intermediary").

We the undersigned AllianceBernstein Investments, Inc. (“ABI”), herewith confirm our agreement with you as follows:
Administrative Services Agreement • April 29th, 2016 • National Variable Annuity Account Ii
FIRST AMENDMENT TO PARTICIPATION AGREEMENT
Participation Agreement • April 30th, 2012 • National Variable Annuity Account Ii

This First Amendment dated as of July 16, 2010 to the Participation Agreement (the “Agreement”), effective August 3, 2005, is between WELLS FARGO VARIABLE TRUST (the “Trust”); WELLS FARGO FUNDS DISTRIBUTOR, LLC (the “Distributor”); NATIONAL LIFE INSURANCE COMPANY (the “Company”); and EQUITY SERVICES, INC. (the “Insurance Underwriter”).

RULE 22c-2 SHAREHOLDER INFORMATION ACCESS AGREEMENT (NEUBERGER BERMAN FAMILY OF FUNDS)
Shareholder Information Access Agreement • May 1st, 2007 • National Variable Annuity Account Ii • New York

This Agreement is entered into as of October 1, 2006 by and between Neuberger Berman Management Inc. ("NBMI") and the undersigned intermediary ("Intermediary''),.

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Servicing Agreement
Servicing Agreement • January 31st, 2014 • National Variable Annuity Account Ii • Vermont

AGREEMENT dated as of , , by and among National Life Insurance Company (“NLIC”), a Vermont insurance corporation, Equity Services, Inc. (“ESI”), a Vermont corporation that is registered as a broker-dealer with the Securities and Exchange Commission (“SEC”) under the Securities Exchange Act of 1934 (“1934 Act”) and a member of the Financial Industry Regulatory Authority, (“FINRA”), and , a corporation that is registered as a broker-dealer with the SEC under the 1934 Act and a member of the FINRA (“Broker Dealer”) and licensed as an insurance agent as and to the extent required under the laws of the states in which it does variable insurance business.

Amendment No. 2 to Administrative Services Agreement Franklin Templeton Services, LLC National Life Insurance Company
Administrative Services Agreement • April 29th, 2016 • National Variable Annuity Account Ii

THIS AMENDMENT is made by and between Franklin Templeton Services, LLC (the “Fund Administrator”) and National Life Insurance Company (the “Company”).

National Life Variable Products Selling Agreement
Selling Agreement • January 31st, 2014 • National Variable Annuity Account Ii • Vermont

AGREEMENT dated as of , 20 , by and among National Life Insurance Company (“NLIC”), a Vermont insurance corporation, Equity Services, Inc. (“ESI”), a Vermont corporation that is registered as a broker-dealer with the Securities and Exchange Commission (“SEC”) under the Securities Exchange Act of 1934 (“1934 Act”) and a member of the Financial Regulatory Authority, Inc. (“FINRA”), and , a corporation that is registered as a broker-dealer with the SEC under the 1934 Act and a member of FINRA (“Broker Dealer”) and licensed as an insurance agent as and to the extent required under the laws of the states in which it does variable insurance business.

Contract
Intermediary Agreement • May 1st, 2007 • National Variable Annuity Account Ii • Texas

AIM Funds Intermediary Agreement Regarding Compliance with SEC Rule 22c-2 This Agreement is made and entered into by and between AIM Investment Services, Inc. (the "Transfer Agent"), a Delaware corpora-tion and the transfer agent for certain management investment companies (each, a "mutual fund") registered with the U.S. Securities and Exchange Commission (the "SEC") and regulated under the Investment Company Act of 1940, as amended (the "1940 Act"), and the Intermediary identified below.

FORM OF DISTRIBUTION SUB-AGREEMENT
Distribution Agreement • April 29th, 2016 • National Variable Annuity Account Ii • New York

BLACKROCK VARIABLE SERIES FUNDS, INC. (the “Company”), on behalf of each of its series as may be amended from time to time (the “Portfolios”), and NATIONAL LIFE INSURANCE COMPANY (the “Insurance Company”) mutually agree to the arrangements set forth in this Agreement (the “Agreement”) dated as of May 1, 2016.

AMENDMENT NO. 1 TO THE PARTICIPATION AGREEMENT
Participation Agreement • April 29th, 2016 • National Variable Annuity Account Ii

THIS AMENDMENT NO. 1 TO THE PARTICIPATION AGREEMENT (the “Amendment”) is made as of this 7th day of April, 2016 by and between GOLDMAN SACHS VARIABLE INSURANCE TRUST (the “Trust”), GOLDMAN, SACHS & CO (the “Distributor”) and NATIONAL LIFE INSURANCE COMPANY (the “Company”). Capitalized terms not otherwise defined herein shall have the meaning ascribed to them in the Agreement (defined below).

Amendment No. 1 to Service Agreement
Service Agreement • April 29th, 2016 • National Variable Annuity Account Ii

This Amendment No. 1 to that certain Service Agreement (the “Agreement”) dated as of October 28, 2008 between National Life Insurance Company (the “Company”) and Van Eck Securities Corporation (the “Distributor”) is effective April 1, 2016.

Rule 22c-2 Shareholder Information Agreement Related to Variable Insurance Products
Shareholder Information Agreement • May 1st, 2007 • National Variable Annuity Account Ii

SHAREHOLDER INFORMATION AGREEMENT entered into as of March 12, 2007 by and between the Fidelity Distributors Corporation and the Company with an effective date of October 16, 2007.

AMENDMENT TO PARTICIPATION AGREEMENT AMONG
Participation Agreement • April 29th, 2016 • National Variable Annuity Account Ii

WHEREAS, National Life Insurance Company, T. Rowe Price Equity Series, Inc. and T. Rowe Price Investment Services, Inc. entered into a Participation Agreement effective May 1, 2004, as amended (“Participation Agreement”); and

Amendment No. 4 Participation Agreement
Participation Agreement • May 1st, 2013 • National Variable Annuity Account Ii

This Amendment to the Participation Agreement (“Agreement”) dated January 31, 1995 by and among the Alger Portfolios (formerly The Alger American Fund, (the “Fund”) a Massachusetts Business Trust; Fred Alger & Company, Incorporated, a Delaware corporation, the (“Distributor”); and National Life Insurance Company (the “Company”) is effective this 25th day of April, 2013 and is hereby amended . All capitalized terms used herein and not otherwise defined shall have the meaning ascribed to such term in the Agreement.

Amendment No. 1 to Participation Agreement
Participation Agreement • April 29th, 2016 • National Variable Annuity Account Ii

This Amendment No. 1 to that certain Participation Agreement (the “Agreement”) dated as of December 1, 2008 among National Life Insurance Company (the “Company”), Van Eck VIP Trust (f/k/a Van Eck Worldwide Insurance Trust) (the “Trust”), Van Eck Associates Corporation (the “Adviser”) and Van Eck Securities Corporation (the “Underwriter”) is effective April 1, 2016.

SHAREHOLDER SERVICES AGREEMENT
Shareholder Services Agreement • April 29th, 2016 • National Variable Annuity Account Ii

This SHAREHOLDER SERVICES AGREEMENT (“Agreement”) is made and entered into as of April 1, 2016 by and among National Life Insurance Company (the “Company”), AMERICAN CENTURY INVESTMENT SERVICES, INC. (“Distributor”), and AMERICAN CENTURY SERVICES, LLC (“Transfer Agent” and together with Distributor, “American Century”).

ADMINISTRATIVE SERVICES AGREEMENT
Administrative Services Agreement • April 29th, 2016 • National Variable Annuity Account Ii • New York

THIS AGREEMENT is executed as of May 1, 2016, and effective as of May 1, 2016 (the “Effective Date”, between BLACKROCK ADVISORS, LLC (“BAL”) and NATIONAL LIFE INSURANCE COMPANY, a life insurance company organized under the laws of the State of Vermont (the “Insurer”).

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