AMENDMENT NO. 3 TO PARTICIPATION AGREEMENT
EX 99.8(SS)
AMENDMENT NO. 3 TO PARTICIPATION AGREEMENT
This AMENDMENT NO.3 TO PARTICIPATION AGREEMENT (the “Amendment”) is made and entered into as of the 1st day of May, 2015, by and among INTEGRITY LIFE INSURANCE COMPANY (the “Company”), on its own behalf and on behalf of each separate account of the Company identified in the Agreement (as defined below), THE UNIVERSAL INSTITUTIONAL FUNDS, INC. (the “Fund”), XXXXXX XXXXXXX DISTRIBUTION, INC. (as successor-in-interest to Xxxxxx Xxxxxxx & Co. Incorporated) (the “Underwriter”) and XXXXXX XXXXXXX INVESTMENT MANAGEMENT INC. (the “Adviser”).
WHEREAS, the Company, the Fund, the Underwriter and the Adviser have entered into a Participation Agreement, dated as of January 2, 2003, as such agreement may be amended from time to time (the “Agreement”); and
WHEREAS, the Company, the Fund, the Underwriter and the Adviser wish to revise the Portfolios available under the Agreement and update the list of Separate Accounts and Contracts.
NOW, THEREFORE, in consideration of their mutual promises, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Company, the Fund, the Underwriter and the Adviser agree to amend the Agreement as follows:
1. Schedule A of the Agreement is deleted and replaced in its entirety with the attached Schedule A.
2. Schedule B of the Agreement is deleted and replaced in its entirety with the attached Schedule B.
3. Except as provided herein, the Agreement shall remain in full force and effect. This Amendment and the Agreement, as amended, constitute the entire agreement between the parties hereto pertaining to the subject matter hereof and fully supersede any and all prior agreements or understandings between the parties hereto pertaining to the subject matter hereof. In the event of any conflict between the terms of this Amendment and the Agreement, the terms of this Amendment shall control. For avoidance of doubt, this Amendment and the Agreement do not supersede: (i) the Administrative Service Agreement by and between the Company and the Underwriter, dated as of May 1, 2008, as amended on the same date as this Amendment; (ii) the Servicing Agreement by and between the Company and the Fund executed on the same date as this Amendment; (iii) the Revenue Sharing Letter from the Advisor to the Company executed on the same date as this Amendment; and (iv) the Rule 22c-2 Information Sharing Agreement by and between the Company and the Underwriter dated as of March 16, 2007.
4. This Amendment shall be effective as of the date written above.
5. This Amendment may be executed in two or more counterparts, each of which will be an original and all of which, taken together, shall be deemed one and the same document.
IN WITNESS WHEREOF, each of the parties hereto has caused this Amendment to be executed in its name and on its behalf by its duly authorized representative as of the date specified above.
INTEGRITY LIFE INSURANCE COMPANY |
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By: |
/s/ Xxxx X. XxXxxxxx |
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Xxxx X. XxXxxxxx |
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President and Chief Executive Officer |
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By: |
/s/ Xxxxx X. Xxxxxx |
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Xxxxx X. Xxxxxx |
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Senior Vice President and General Counsel |
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THE UNIVERSAL INSTITUTIONAL FUNDS, INC. |
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By: |
/s/ Xxxx X. Xxxxxx |
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Name: Xxxx X. Xxxxxx |
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Title: President & Principal Executive Officer |
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XXXXXX XXXXXXX INVESTMENT MANAGEMENT INC. |
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By: |
/s/ Xxxxxxx Xxxxxxxxxx |
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Name: Xxxxxxx Xxxxxxxxxx |
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Title: Managing Director |
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XXXXXX XXXXXXX DISTRIBUTION, INC. |
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By: |
/s/ Xxxxxxx Xxxxxxxxxx |
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Name: Xxxxxxx Xxxxxxxxxx |
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Title: Managing Director |
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SCHEDULE A
SEPARATE ACCOUNTS AND ASSOCIATED CONTRACTS
Name of Separate Account and |
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Form Number and Name of |
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Integrity Separate Account I (established May 19, 1986) |
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IQ/IQ Advisor/GrandMaster/AdvantEdge Annuities 033-56654 |
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AnnuiChoice Annuities 333-44876 |
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Pinnacle Plus Annuities 333-102575 |
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Pinnacle Annuities 333-175480, 333-177616 |
SCHEDULE B
PORTFOLIOS OF THE UNIVERSAL INSTITUTIONAL FUNDS, INC.
AVAILABLE UNDER THIS AGREEMENT
Class I Shares
Emerging Markets Debt Portfolio — Class I Shares
U.S. Real Estate Portfolio — Class I Shares
Class II Shares
Emerging Markets Debt Portfolio — Class II Shares
Emerging Markets Equity Portfolio — Class II Shares
U.S. Real Estate Portfolio — Class II Shares