Separate Account Ii of National Integrity Life Insurance Co Sample Contracts

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Participation Agreement • April 26th, 1999 • Separate Account Ii of National Integrity Life Insurance Co • New York
PARTICIPATION AGREEMENT among SELECT TEN PLUS FUND, LLC ARM SECURITIES CORPORATION and NATIONAL INTEGRITY LIFE INSURANCE COMPANY
Participation Agreement • April 26th, 1999 • Separate Account Ii of National Integrity Life Insurance Co • New York
AMENDED AND RESTATED PARTICIPATION AGREEMENT Among VARIABLE INSURANCE PRODUCTS FUNDS, FIDELITY DISTRIBUTORS CORPORATION and NATIONAL INTEGRITY LIFE INSURANCE COMPANY
Participation Agreement • April 23rd, 2008 • Separate Account Ii of National Integrity Life Insurance Co • Massachusetts

THIS AMENDED AND RESTATED AGREEMENT, made and entered into as of the 10th day of August, 2007 by and among NATIONAL INTEGRITY LIFE INSURANCE COMPANY, (hereinafter the “Company”), a New York corporation, on its own behalf and on behalf of each segregated asset account of the Company set forth on Schedule A hereto as may be amended from time to time (each such account hereinafter referred to as the “Account”); and FIDELITY DISTRIBUTORS CORPORATION (hereinafter the “Underwriter”), a Massachusetts corporation; and each of VARIABLE INSURANCE PRODUCTS FUND, VARIABLE INSURANCE PRODUCTS FUND II, VARIABLE INSURANCE PRODUCTS FUND III, VARIABLE INSURANCE PRODUCTS FUND IV and VARIABLE INSURANCE PRODUCTS FUND V each an unincorporated business trust organized under the laws of the Commonwealth of Massachusetts (each referred to hereinafter as the “Fund”).

PARTICIPATION AGREEMENT BY AND AMONG AIM VARIABLE INSURANCE FUNDS (INVESCO VARIABLE INSURANCE FUNDS), INVESCO DISTRIBUTORS, INC., NATIONAL INTEGRITY LIFE INSURANCE COMPANY, ON BEHALF OF ITSELF AND ITS SEPARATE ACCOUNTS, AND TOUCHSTONE SECURITIES,...
Participation Agreement • April 27th, 2011 • Separate Account Ii of National Integrity Life Insurance Co • Delaware

THIS AGREEMENT, made and entered into as of the 1st day of June 2010 (“Agreement”), by and among AIM Variable Insurance Funds (Invesco Variable Insurance Funds), a Delaware Trust (“AVIF”), INVESCO Distributors, Inc., a Delaware corporation (“INVESCO”), National Integrity Life Insurance Company, an New York life insurance company (“LIFE COMPANY”), on behalf of itself and each of its segregated asset accounts listed in Schedule A hereto, as the parties hereto may amend from time to time (each, an “Account,” and collectively, the “Accounts”), and Touchstone Securities, Inc., a Nebraska Corporation, an affiliate of LIFE COMPANY and the principal underwriter of the Contracts (“UNDERWRITER”) (collectively, the “Parties”).

FUND PARTICIPATION AGREEMENT
Fund Participation Agreement • April 24th, 2009 • Separate Account Ii of National Integrity Life Insurance Co • Massachusetts

This Fund Participation Agreement (the “Agreement”), effective as of April 24, 2009, is made by and among National Integrity Life Insurance Company (“Company”), JPMorgan Insurance Trust (the “Trust”), the Trust’s investment advisors, JPMorgan Investment Advisors Inc. and J. P. Morgan Investment Management Inc. (the “Advisers”), and the Trust’s administrator, JPMorgan Funds Management, Inc. (the “Administrator”).

RECITALS
Distribution and Shareholder Services Agreement • April 28th, 2000 • Separate Account Ii of National Integrity Life Insurance Co • Colorado
FUND PARTICIPATION AGREEMENT
Fund Participation Agreement • April 27th, 2011 • Separate Account Ii of National Integrity Life Insurance Co • New York

THIS AGREEMENT is executed as of 4/29/2011, and effective as of 5/1/2011, 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”), a broker-dealer registered as such under the Securities Exchange Act of 1934, as amended (the “Underwriter”), and NATIONAL INTEGRITY LIFE INSURANCE COMPANY, a life insurance company organized under the laws of the state of XXXXX (“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 (the “Accounts”).

RULE 22C-2 AMENDMENT TO PARTICIPATION AGREEMENT BETWEEN NATIONAL INTEGRITY LIFE INSURANCE COMPANY AND TOUCHSTONE VARIABLE SERIES TRUST
Participation Agreement • April 23rd, 2008 • Separate Account Ii of National Integrity Life Insurance Co

This AMENDMENT entered into as of February 14, 2007, by and between Touchstone Variable Series trust (“Trust”) and National Integrity Life Insurance Company (“Intermediary”).

ADMINISTRATIVE SERVICES AGREEMENT
Administrative Services Agreement • April 27th, 2011 • Separate Account Ii of National Integrity Life Insurance Co • Delaware

NATIONAL INTEGRITY LIFE INSURANCE COMPANY (“INSURER”) and INVESCO ADVISERS, INC. (“INVESCO”) (collectively, the “Parties”) mutually agree to the arrangements set forth in this Administrative Services Agreement (the “Agreement”) dated as of June 1, 2010.

Amendment No. 5 to Participation Agreement Franklin Templeton Variable Insurance Products Trust Franklin/Templeton Distributors, Inc. National Integrity Life Insurance Company Touchstone Securities, Inc.
Participation Agreement • April 27th, 2011 • Separate Account Ii of National Integrity Life Insurance Co

Franklin Templeton Variable Insurance Products Trust (the “Trust”), Franklin/Templeton Distributors, Inc. (the “Underwriter,” and together with the Trust, “we” or “us”), National Integrity Life Insurance Company (the “Company” or “you”), and Touchstone Securities, Inc., your distributor, on your behalf and on behalf of certain Accounts, have previously entered into a Participation Agreement dated January 6, 2003, and subsequently amended May 3, 2004, January 1, 2006, May 1, 2007 and November 5, 2007 (the “Agreement”). The parties now desire to amend the Agreement by this amendment (the “Amendment”). Unless otherwise indicated, the terms defined in the Agreement shall have the same meaning in this Amendment.

DISTRIBUTION SERVICES AGREEMENT
Distribution Services Agreement • April 27th, 2011 • Separate Account Ii of National Integrity Life Insurance Co • Delaware

NATIONAL INTEGRITY 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 June 1, 2010.

DISTRIBUTION AND SERVICES AGREEMENT
Distribution and Services Agreement • April 23rd, 2010 • Separate Account Ii of National Integrity Life Insurance Co • Massachusetts

We have an agreement (the “Distribution Agreement”) with the Deutsche Asset Management VIT Funds and the series thereof, (the “Funds”). Pursuant to the Distribution Agreement, we, PFPC Distributors, Inc. (the “Distributor”), act as the distributor of units of beneficial interest of the Funds designated “Class B Shares” (collectively, the “Shares”). You maintain various separate accounts (“Accounts”) organized as unit investment trusts under the Investment Company Act of 1940, as amended (the “1940 Act”) that are funded by variable life insurance and/or variable annuity contracts (“Contracts”) purchased by individual contract owners who from time to time beneficially own Shares (“Customers”). The Accounts include or propose to include certain of the Funds as an investment alternative offered to Customers. The terms “Prospectus” and “Statement” as used herein refer respectively to the then-current prospectus and statement of additional information relating to the Shares forming parts of

Invesco Intermediary Agreement Regarding Compliance with SEC Rule 22c-2
Intermediary Agreement • April 27th, 2011 • Separate Account Ii of National Integrity Life Insurance Co • Ohio

This Agreement is made and entered into by and between Invesco Aim Investment Services, Inc(1). (the “Transfer Agent”), a Delaware corporation 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.

MORGAN STANLEY DISTRIBUTION, INC. ADMINISTRATIVE SERVICE AGREEMENT
Administrative Service Agreement • April 23rd, 2008 • Separate Account Ii of National Integrity Life Insurance Co • New York

This ADMINISTRATIVE SERVICE AGREEMENT (“Agreement”) is made and entered into as of this 1st day of May, 2008, by and between MORGAN STANLEY DISTRIBUTION, INC. (successor to Morgan Stanley & Co. Incorporated) (the “Distributor”) and NATIONAL INTEGRITY LIFE INSURANCE COMPANY (the “Company”).

Amendment No. 1 to Participation Agreement As of May 3, 2004 by and among Franklin Templeton Variable Insurance Products Trust Franklin/Templeton Distributors, Inc. National Integrity Life Insurance Company Touchstone Securities, Inc.
Participation Agreement • April 23rd, 2010 • Separate Account Ii of National Integrity Life Insurance Co • California

Franklin Templeton Variable Insurance Products Trust (the “Trust”), Franklin/Templeton Distributors, Inc. (the “Underwriter,” and together with the Trust, “we or “us”), National Integrity Life Insurance Company (“you”), and Touchstone Securities, Inc., your distributor, on your behalf and on behalf of certain Accounts, have previously entered into a Participation Agreement dated January 6, 2003, (the “Agreement”). The parties now desire to amend the Agreement in this amendment (the “Amendment”).

TERMINATION, NEW AGREEMENTS AND AMENDMENTS RELATING TO INTERMEDIARY AGREEMENTS FOR PIMCO VARIABLE INSURANCE TRUST
Termination, Agreement • April 27th, 2011 • Separate Account Ii of National Integrity Life Insurance Co

THIS TERMINATION, AGREEMENT AND AMENDMENT made this 1st day of April 2011, (the “Effective Date”) by and among Allianz Global Investors Distributors LLC (“AGID”), PIMCO Investments LLC (“PI”) and National Integrity Life Insurance Company (the “Intermediary”).

NOVATION OF AND AMENDMENT TO PARTICIPATION AGREEMENT
Participation Agreement • April 27th, 2011 • Separate Account Ii of National Integrity Life Insurance Co

THIS NOVATION OF AND AMENDMENT TO PARTICIPATION AGREEMENT made this 1st day of April, 2011 (the “Effective Date”), by and among Allianz Global Investors Distributors LLC (“AGID”), PIMCO Investments LLC (“PI”), PIMCO Variable Insurance Trust (the “Fund”) and National Integrity Life Insurance Company (the “Company”).

AMENDMENT NO. 1 TO PARTICIPATION AGREEMENT
Participation Agreement • April 27th, 2011 • Separate Account Ii of National Integrity Life Insurance Co

This Amendment is the first amendment to the Participation Agreement (the “Agreement”), which was effective as of January 1, 2008, by and among National Integrity Life Insurance Company (“Company”), RYDEX VARIABLE TRUST (“Trust”), and RYDEX DISTRIBUTORS, INC. (“Underwriter”). This Amendment, which supplements and is a part of the Agreement, is effective as of November 1, 2009.

SERVICE AGREEMENT
Service Agreement • April 23rd, 2008 • Separate Account Ii of National Integrity Life Insurance Co • Massachusetts

This Agreement is entered into effective as of the 1st day of May, 2007, by and between FIDELITY INVESTMENTS INSTITUTIONAL OPERATIONS COMPANY, INC. (“FIIOC”) and National Integrity Life Insurance Company (“Company”). This Agreement entirely terminates and replaces the Service Agreement entered into between the parties dated January 1, 1997, as amended.

Dear Financial Services Firm (“you” or “Intermediary”), As principal underwriter of the DWS Funds, we (or a predecessor firm) or our affiliate have entered into a selling group or other agreement or agreements (the “Agreement”) with you to permit you,...
Financial Services Firm • April 23rd, 2008 • Separate Account Ii of National Integrity Life Insurance Co

This amendment to the Agreement is entered into as of the date indicated in the signature block below, with an effective date of October 16, 2007, or such earlier date as of which you begin providing the Shareholder information described below, and includes the following provisions:

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RULE 22C-2 AMENDMENT TO PARTICIPATION AGREEMENT
Participation Agreement • April 23rd, 2008 • Separate Account Ii of National Integrity Life Insurance Co

This AMENDMENT entered into as of March 26, 2007, by and between Fidelity Distributors Corporation (“Fidelity”), the principal underwriter for Variable Insurance Products Fund, Variable Insurance Products Fund II, Variable Insurance Products Fund III and Variable Insurance Products Fund IV (each a “Trust” and, collectively, the “Trusts”) and National Integrity Life Insurance Company (“Intermediary”).

AMENDMENT NO. 2 TO FUND PARTICIPATION AGREEMENT
Fund Participation Agreement • April 23rd, 2010 • Separate Account Ii of National Integrity Life Insurance Co

This Amendment modifies the Fund Participation Agreement (the “Agreement”), which was effective as of April 30, 2001, by and between National Integrity Life Insurance Company (“Company”) and Touchstone Variable Series Trust (the “Trust”). This Amendment, which supplements and is a part of the Agreement, is effective as of December 31, 2009.

FUND PARTICIPATION AGREEMENT National Integrity Life Insurance Company Columbia Funds Variable Insurance Trust Columbia Management Advisors, LLC and Columbia Management Distributors, Inc. May 1, 2009
Fund Participation Agreement • April 24th, 2009 • Separate Account Ii of National Integrity Life Insurance Co • Massachusetts

THIS AGREEMENT, made and entered into as of this 1st day of May 2009, by and among NATIONAL INTEGRITY LIFE INSURANCE COMPANY (the “Company”), a New York life insurance company, on its own behalf and on behalf of its separate accounts (the “Accounts”); COLUMBIA FUNDS VARIABLE INSURANCE TRUST, an open-end management investment company organized under the laws of Massachusetts (the “Fund”); COLUMBIA MANAGEMENT ADVISORS, LLC (the “Adviser”), a Delaware limited liability company; and COLUMBIA MANAGEMENT DISTRIBUTORS, INC. (the “Distributor”), a Massachusetts corporation.

Shareholder Services Agreement between National Integrity Life Insurance Company and Touchstone Advisors, Inc.
Shareholder Services Agreement • April 23rd, 2008 • Separate Account Ii of National Integrity Life Insurance Co • New York

This Shareholder Services Agreement is effective as of January 1, 2008 between National Integrity Life Insurance Company (“Service Provider”) and Touchstone Advisors, Inc. (“Service Recipient”).

AMENDMENT TO FUND PARTICIPATION AGREEMENT
Fund Participation Agreement • April 23rd, 2008 • Separate Account Ii of National Integrity Life Insurance Co

The insurance company executing this Amendment, National Integrity Life Insurance Company (“Insurance Company”), and J.P. Morgan Series Trust II (the “Trust”), on behalf of itself and each of its series (each a “Fund”, collectively, the “Funds”), hereby agree to amend the Fund Participation Agreement dated October 17, 1997, to which they are parties (the “Agreement”), as of April 17, 2007, by adding the following provisions effective as of October 16, 2007, as mandated by Rule 22c-2 of the Investment Company Act of 1940 (the “Investment Company Act”). This Amendment supplements the Agreement; to the extent terms of this Amendment conflict with the terms of the Agreement, the terms of this Amendment shall control.

ADMINISTRATIVE SERVICES AGREEMENT
Administrative Services Agreement • April 27th, 2011 • Separate Account Ii of National Integrity Life Insurance Co • New York

THIS AGREEMENT is executed as of 4/29/2011, and effective as of 5/1/2011, between BLACKROCK ADVISORS, LLC (“BAL”) and NATIONAL INTEGRITY LIFE INSURANCE COMPANY, a life insurance company organized under the laws of the State of New York (the “Insurer”).

SUPPLEMENTAL PAYMENT AGREEMENT
Supplemental Payment Agreement • April 24th, 2009 • Separate Account Ii of National Integrity Life Insurance Co • New York

This Agreement is made effective April 24, 2009 by and between National Integrity Life Insurance Company (the “Company”) and JPMorgan Investment Advisors Inc. (“JPMIA”) and J.P. Morgan Investment Management Inc. (“JPMIM”).

May 1, 2008 National Integrity Life Insurance Company
Separate Account Ii of National Integrity Life Insurance Co • April 23rd, 2008
Amendment No. 3 to Participation Agreement Franklin Templeton Variable Insurance Products Trust Franklin/Templeton Distributors, Inc. National Integrity Life Insurance Company Touchstone Securities, Inc.
Participation Agreement • April 23rd, 2008 • Separate Account Ii of National Integrity Life Insurance Co

Franklin Templeton Variable Insurance Products Trust (the “Trust”), Franklin/Templeton Distributors, Inc. (the “Underwriter,” and together with the Trust, “we” or “us”), National Integrity Life Insurance Company (the “Company” or “you”), and Touchstone Securities, Inc., your distributor, on your behalf and on behalf of certain Accounts, have previously entered into a Participation Agreement dated January 6, 2003, and subsequently amended May 3, 2004 and January 1, 2006 (the “Agreement”). The parties now desire to amend the Agreement by this amendment (the “Amendment”).

VAN KAMPEN FUNDS INC. SHAREHOLDER SERVICE AGREEMENT
Shareholder Service Agreement • April 23rd, 2010 • Separate Account Ii of National Integrity Life Insurance Co • Delaware

This SHAREHOLDER SERVICE AGREEMENT (“Agreement”) is made and entered into as of this 2nd day of January, 2003, by and between Van Kampen Funds Inc. (the “Distributor”) and National Integrity Life Insurance Company (the “Company”).

Amendment No. 1 To Participation Agreement by and among Van Kampen Life Investment Trust Van Kampen Funds, Inc. Van Kampen Asset Management Inc. and National Integrity Life Insurance Company
Separate Account Ii of National Integrity Life Insurance Co • April 23rd, 2010

WHEREAS, Van Kampen Life Investment Trust (the “Fund”), Van Kampen Funds, Inc. (The “Underwriter”), Van Kampen Asset Management Inc. (the “Adviser”) and National Integrity Life Insurance Company (the “Company”) have previously entered into a Participation Agreement dated as of January 2, 2003 (the “Agreement”) containing certain notice information; and

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