0000944992-08-000057 Sample Contracts

Execution Copy PARTICIPATION AGREEMENT AMONG NATIONAL LIFE INSURANCE COMPANY EQUITY SERVICES, INC. ALLIANCEBERNSTEIN L.P. AND ALLIANCEBERNSTEIN INVESTMENTS, INC. DATED AS OF SEPTEMBER 2, 2008
Participation Agreement • December 1st, 2008 • National Variable Life Insurance Account • New York

THIS AGREEMENT, made and entered into as of the September 2, 2008 (“Agreement”), by and among National Life Insurance Company, a life insurance company organized as a corporation under the laws of the State of Vermont (“Insurer”) (on behalf of itself and its “Separate Account,” defined below); Equity Services, Inc., a Vermont corporation (“Contracts Distributor” or “ESI”), the principal underwriter with respect to the Contracts referred to below; AllianceBernstein L.P., a Delaware limited partnership (“Adviser”), the investment adviser of the Fund referred to below; and AllianceBernstein Investments, Inc., a Delaware corporation (“Distributor”), the Fund’s principal underwriter (collectively, the “Parties”),

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PARTICIPATION AGREEMENT Among VAN ECK WORLDWIDE INSURANCE TRUST, VAN ECK SECURITIES CORPORATION, VAN ECK ASSOCIATES CORPORATION and NATIONAL LIFE INSURANCE COMPANY
Participation Agreement • December 1st, 2008 • National Variable Life Insurance Account • New York

THIS AGREEMENT, made and entered into to be effective on December 1, 2008, by and among National Life Insurance Company (hereinafter the “Company”), a Vermont corporation, on its own behalf and on behalf of each segregated asset account of the Company set forth on Schedule A hereto and incorporated herein by this reference, as such Schedule A may from time to time be amended by mutual written agreement of the parties hereto (each such account hereinafter referred to as the “Account”), and VAN ECK WORLDWIDE INSURANCE TRUST, an unincorporated business trust organized under the laws of the Commonwealth of Massachusetts (hereinafter the “Fund”), VAN ECK SECURITIES CORPORATION (hereinafter the “Underwriter”), a Delaware corporation and VAN ECK ASSOCIATES CORPORATION (hereinafter the “Adviser”), a Delaware corporation. WHEREAS, the Fund engages in business as an open-end management investment company and is available to act as the investment vehicle for separate accounts establi

Amendment No. 1 to Administrative Services Agreement Franklin Templeton Services, LLC National Life Insurance Company
Administrative Services Agreement • December 1st, 2008 • National Variable Life Insurance Account

THIS AMENDMENT is made by and between Franklin Templeton Services, LLC (the “Fund Administrator”) and National Life Insurance Company (the “Company”). WHEREAS, The Company and the Fund Administrator have entered into an Administrative Services Agreement, dated as of May 1, 2004, as may be amended from time to time (the “Agreement”), concerning certain administrative services with respect to each series (“Fund” or “Funds”) of Franklin Templeton Variable Insurance Products Trust (the “Trust”) listed on the Schedule B of the Agreement; WHEREAS, the Company and the Fund Administrator wish to amend the Agreement for the purpose of adding certain new Funds and variable life or variable annuity insurance contracts covered by the Agreement. NOW, THEREFORE, in consideration of past and prospective business relations, the Fund Administrator and the Company hereby amend the Agreement as follows: 1. Schedule B of the Agreement is hereby deleted in its entirety and replaced with

Contract
Participation Agreement • December 1st, 2008 • National Variable Life Insurance Account

Amendment No. 2 to Participation Agreement Franklin Templeton Variable Insurance Products Trust Franklin/Templeton Distributors, Inc. National Life Insurance Company Equity Services, Inc.

PARTICIPATION AGREEMENT Among OPPENHEIMER VARIABLE ACCOUNT FUNDS, OPPENHEIMERFUNDS, INC. and NATIONAL LIFE INSURANCE COMPANY THIS AGREEMENT (the “Agreement”), made and entered into as of the 11th
Participation Agreement • December 1st, 2008 • National Variable Life Insurance Account • New York

day of November, 2008 by and among National Life Insurance Company (hereinafter the “Company”), on its own behalf and on behalf of each separate account of the Company named in Schedule 1 to this Agreement, as may be amended from time to time by mutual consent (hereinafter collectively the “Accounts”), Oppenheimer Variable Account Funds (hereinafter the “Fund”) and OppenheimerFunds, Inc. (hereinafter the “Adviser”).

VAN ECK SHAREHOLDER INFORMATION AGREEMENT
Van Eck Shareholder Information Agreement • December 1st, 2008 • National Variable Life Insurance Account

This Agreement is effective as of December 1, 2008, by and between National Life Insurance Company (“Intermediary”) and Van Eck Securities Corporation (“Van Eck”) on behalf of the Van Eck Funds, Van Eck Worldwide Insurance Trust, or such other investment companies that Van Eck may distribute (each, a “Van Eck Fund” and together, the “Van Eck Funds”). WHEREAS, Intermediary is a “financial intermediary” within the meaning of Rule 22c-2 of the Investment Company Act of 1940 (“Rule 22c-2”); WHEREAS, pursuant to Rule 22c-2, Van Eck is required to enter into a written agreement with Intermediary under which Intermediary agrees to: (i) provide, at Van Eck’s request, identity and transaction information about Shareholders (as defined below) who hold their Shares (as defined below) through an account with Intermediary; and (ii) execute instructions from Van Eck to restrict or prohibit future purchases or exchanges; NOW, THEREFORE, in consideration of the mutual covenants herei

SERVICE AGREEMENT
Service Agreement • December 1st, 2008 • National Variable Life Insurance Account • New York

This Service Agreement (the "Agreement"), dated as of the 10th day of October, 2008, is made by and among National Life Insurance Company ("Company") and Van Eck Securities Corporation (the "Distributor"); WHEREAS, Distributor is the distributor of the shares of each of the investment companies (each a "Fund") set forth on Exhibit A, which may be amended from time to time; and WHEREAS, Company provides administrative services to the owners of certain variable annuity and variable life insurance contracts (the "Contracts") issued by Company through certain of Company's accounts (the "Variable Accounts") set forth on Exhibit B; and WHEREAS, the Funds will be included as underlying mutual fund options for the Contracts issued by Company through the Variable Accounts pursuant to a Fund Participation Agreement previously entered into by the Distributor, on behalf of the Funds, and Company; and WHEREAS, the Distributor recognizes substantial savings of administrative ex

Contract
Participation Agreement • December 1st, 2008 • National Variable Life Insurance Account

AMENDMENT TO PARTICIPATION AGREEMENT AMONG T. ROWE PRICE EQUITY SERIES, INC., T. ROWE PRICE INVESTMENT SERVICES, INC., AND NATIONAL LIFE INSURANCE COMPANY

Amendment to Fund Participation Agreement
Fund Participation Agreement • December 1st, 2008 • National Variable Life Insurance Account

This amendment, dated as of June 23, 2008, among NATIONAL LIFE INSURANCE COMPANY, a life insurance company organized under the laws of the State of Vermont (“LIFE COMPANY”), NEUBERGER BERMAN ADVISERS MANAGEMENT TRUST, a Delaware business trust (“TRUST”), and NEUBERGER BERMAN MANAGEMENT INC., a New York corporation (“NB MANAGEMENT”), is made to the Fund Participation Agreement, dated as of May 1, 1998, as amended, among LIFE COMPANY, TRUST, and NB MANAGEMENT (the “Agreement”). Terms defined in the Agreement are used herein as therein defined. WHEREAS, the LIFE COMPANY desires to amend the Appendixes A and B to the Agreement to add one or more new Portfolios. NOW, THEREFORE, in consideration of the promises and mutual covenants hereinafter contained, the parties agree as follows:

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