AMENDED AND RESTATED PARTICIPATION AGREEMENT Among VARIABLE INSURANCE PRODUCTS FUNDS, FIDELITY DISTRIBUTORS CORPORATION and KEMPER LIFE INVESTORS LIFE INSURANCE COMPANYParticipation Agreement • April 29th, 2009 • KILICO Variable Annuity Separate Account - 3 • Massachusetts
THIS AMENDED AND RESTATED AGREEMENT, made and entered into as of the 25th day of August, 2008 by and among KEMPER INVESTORS LIFE INSURANCE COMPANY, (hereinafter the “Company”), an Illinois 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 and 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 ass the “Fund”).
FUND PARTICIPATION AGREEMENT Kemper Investors Life Insurance Company Columbia Funds Variable Insurance Trust Columbia Management Advisors, LLC and Columbia Management Distributors, Inc. September 18, 2008Fund Participation Agreement • April 29th, 2009 • KILICO Variable Annuity Separate Account - 3 • Massachusetts
THIS AGREEMENT, made and entered into as of this 18th day of September, 2008, by and among KEMPER INVESTORS LIFE INSURANCE COMPANY (the “Company”), an Illinois 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 The Commonwealth 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.
FUND PARTICIPATION AGREEMENTFund Participation Agreement • April 29th, 2009 • KILICO Variable Annuity Separate Account - 3 • Massachusetts
PARTICIPATION AGREEMENT Among VANGUARD VARIABLE INSURANCE FUND and THE VANGUARD GROUP, INC. and VANGUARD MARKETING CORPORATION and KEMPER INVESTORS LIFE INSURANCE COMPANYParticipation Agreement • April 29th, 2009 • KILICO Variable Annuity Separate Account - 3 • Illinois
THIS AGREEMENT, made and entered into as of the 29th day of August, 2008, by and among VANGUARD VARIABLE INSURANCE FUND (hereinafter the “Fund”), a Delaware business trust, THE VANGUARD GROUP, INC. (hereinafter the “Sponsor”), a Pennsylvania corporation, VANGUARD MARKETING CORPORATION (hereinafter the “Distributor”), a Pennsylvania corporation, and KEMPER INVESTORS LIFE INSURANCE COMPANY (hereinafter the “Company”), an Illinois corporation, on its own behalf and on behalf of each segregated asset account of the Company named in Schedule A hereto as may be amended from time to time (each such account hereinafter referred to as the “Account”).
PARTICIPATION AGREEMENT Among PANORAMA SERIES FUND, INC., OPPENHEIMERFUNDS, INC. and KEMPER INVESTORS LIFE INSURANCE COMPANYParticipation Agreement • April 29th, 2009 • KILICO Variable Annuity Separate Account - 3 • New York
THIS AGREEMENT (the “Agreement”), made and entered into as of the 28th day of August, 2008 by and among Kemper Investors 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”), Panorama Series Fund, Inc. (hereinafter the “Fund”) and OppenheimerFunds, Inc. (hereinafter the “Adviser”).
PARTICIPATION AGREEMENT AMONG KEMPER INVESTORS LIFE INSURANCE COMPANY, SYNERGY INVESTMENT GROUP, LLC, ALLIANCEBERNSTEIN L.P. AND ALLIANCEBERNSTEIN INVESTMENTS, INC. DATED AS OF JULY 1, 2008Participation Agreement • April 29th, 2009 • KILICO Variable Annuity Separate Account - 3 • New York
THIS AGREEMENT, made and entered into as of the 1st day of July , 2008 (“Agreement”), by and among Kemper Investors Life Insurance Company, an Illinois life insurance company (“Insurer”) (on behalf of itself and its “Separate Account,” defined below); Synergy Investment Group, LLC, a North Carolina limited liability company (“Contracts Distributor”), 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”),
PARTICIPATION AGREEMENT Among PUTNAM VARIABLE TRUST PUTNAM RETAIL MANAGEMENT LIMITED PARTNERSHIP And KEMPER INVESTORS LIFE INSURANCE COMPANYParticipation Agreement • April 29th, 2009 • KILICO Variable Annuity Separate Account - 3 • Massachusetts
THIS AGREEMENT, made and entered into as of this 26th day of August, 2008, among KEMPER INVESTORS LIFE INSURANCE COMPANY (the “Company”), an Illinois life insurance corporation, on its own behalf and on behalf of each separate account of the Company set forth on Schedule A hereto, as such Schedule may be amended from time to time (each such account hereinafter referred to as the “Account”), PUTNAM VARIABLE TRUST (the “Trust”), a Massachusetts business trust, and PUTNAM RETAIL MANAGEMENT LIMITED PARTNERSHIP (the “Underwriter”), a Massachusetts limited partnership.
FUND PARTICIPATION AGREEMENTFund Participation Agreement • April 29th, 2009 • KILICO Variable Annuity Separate Account - 3 • Delaware
THIS AGREEMENT, made and entered into this 12th day of AUGUST, 2008 (the “Agreement”), by and among Kemper Investors Life Insurance Company, organized under the laws of the Illinois (the “Company”), on behalf of itself and each separate account of the Company named in Schedule A to this Agreement, as may be amended from time to time (each such separate account being hereinafter referred to as a “Separate Account” and, collectively, as the “Separate Accounts”); Delaware VIP Trust, an open-end management investment company organized as a statutory trust under the laws of the State of Delaware (the “Trust”); Delaware Management Company, a series of Delaware Management Business Trust, a statutory trust organized under the laws of the State of Delaware and investment adviser to the Trust (the “Adviser”); and Delaware Distributors, L.P., a limited partnership organized under the laws of the State of Delaware and principal underwriter/distributor of the Trust (the “Distributor”).
PARTICIPATION AGREEMENT Among VAN ECK WORLDWIDE INSURANCE TRUST, VAN ECK SECURITIES CORPORATION, VAN ECK ASSOCIATES CORPORATION and KEMPER INVESTORS LIFE INSURANCE COMPANYParticipation Agreement • April 29th, 2009 • KILICO Variable Annuity Separate Account - 3 • New York
THIS AGREEMENT, made and entered into to be effective on September 1, 2008, by and among KEMPER INVESTORS LIFE INSURANCE COMPANY, (hereinafter the “Company”), an Illinois 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.
PARTICIPATION AGREEMENT AMONG PIONEER VARIABLE CONTRACTS TRUST, KEMPER INVESTORS LIFE INSURANCE COMPANY PIONEER INVESTMENT MANAGEMENT, INC. AND PIONEER FUNDS DISTRIBUTOR, INC.Participation Agreement • April 29th, 2009 • KILICO Variable Annuity Separate Account - 3 • Massachusetts
THIS AGREEMENT, made and entered into this August 1, 2008, by and among PIONEER VARIABLE CONTRACTS TRUST, a Delaware business trust (the “Trust”), KEMPER INVESTORS LIFE INSURANCE COMPANY, an Illinois life insurance company (the “Company”) on its own behalf and on behalf of each of the segregated asset accounts of the Company set forth in Schedule A hereto, as may be amended from time to time (the “Accounts”), PIONEER INVESTMENT MANAGEMENT, INC., a Delaware corporation (“PIM”) and PIONEER FUNDS DISTRIBUTOR, INC. (“PFD”), a corporation organized under the laws of The Commonwealth of Massachusetts. PIM and PFD are members of the UniCredito Italiano banking group, register of banking groups.
PARTICIPATION AGREEMENT Among KEMPER INVESTORS LIFE INSURANCE COMPANY, ProFunds, Access One Trust and ProFund Advisors LLCParticipation Agreement • April 29th, 2009 • KILICO Variable Annuity Separate Account - 3 • Maryland
THIS AGREEMENT, dated as of the 9th day of September, 2008 by and among Kemper Investors Life Insurance Company (the “Company”), an Illinois life insurance company, 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 account hereinafter referred to as the “Account”), ProFunds, a Delaware business trust, Access One Trust, a Delaware business trust (each of ProFunds or the Access One Trust referred to herein as the “Fund”), and ProFund Advisors LLC (the “Adviser”), a Maryland limited liability company.
FUND PARTICIPATION AGREEMENTFund Participation Agreement • April 29th, 2009 • KILICO Variable Annuity Separate Account - 3 • New York
THIS AGREEMENT is made this 29 th day of July, 2008, by and among BLACKROCK VARIABLE SERIES FUNDS, INC., an open-end management investment companies organized as a Maryland corporation (the “Fund”), BLACKROCK DISTRIBUTORS, INC., a broker-dealer registered as such under the Securities Exchange Act of 1934, as amended (the “Underwriter”), and KEMPER INVESTORS LIFE INSURANCE COMPANY, a life insurance company organized under the laws of the state of Illinois (“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”).
AMENDED AND RESTATED PARTICIPATION AGREEMENT Among THE UNIVERSAL INSTITUTIONAL FUNDS, INC., MORGAN STANLEY DISTRIBUTION, INC., MORGAN STANLEY INVESTMENT MANAGEMENT INC., and KEMPER INVESTORS LIFE INSURANCE COMPANY Dated as of August 1, 2008Participation Agreement • April 29th, 2009 • KILICO Variable Annuity Separate Account - 3 • New York
(This and related steps may occur later in the chronological process due to possible uncertainties relating to the proposals.)
PARTICIPATION AGREEMENT Among RYDEX VARIABLE TRUST, RYDEX DISTRIBUTORS, INC. and KEMPER INVESTORS LIFE INSURANCE COMPANY DATED AS OF August 28, 2008Participation Agreement • April 29th, 2009 • KILICO Variable Annuity Separate Account - 3 • Delaware
THIS AGREEMENT, made and entered into as of the 28th day of August, 2008 by and among KEMPER INVESTORS LIFE INSURANCE COMPANY (hereinafter the “Company”), an Illinois corporation, on its own behalf and on behalf of each separate 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”), RYDEX VARIABLE TRUST (hereinafter the “Trust”), a Delaware business trust, and RYDEX DISTRIBUTORS, INC. (hereinafter the “Underwriter”), a Maryland corporation.
PARTICIPATION AGREEMENT Among and KEMPER INVESTORS LIFE INSURANCE COMPANYParticipation Agreement • April 29th, 2009 • KILICO Variable Annuity Separate Account - 3 • Maryland
THIS AGREEMENT, made and entered into as of this 27th day of August, 2008 by and among Kemper Investors Life Insurance Company (hereinafter, the “Company”), an Illinois insurance company, 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 account hereinafter referred to as the “Account”), and the undersigned funds, each, a corporation organized under the laws of Maryland (each hereinafter referred to as the “Fund”) and T. Rowe Price Investment Services, Inc. (hereinafter the “Underwriter”), a Maryland corporation.
DATED 12th March, 2009Introductory Services Agreement • April 29th, 2009 • KILICO Variable Annuity Separate Account - 3 • Delaware
PARTICIPATION AGREEMENT BY AND AMONG SUMMIT MUTUAL FUNDS, INC., AMERITAS INVESTMENT CORP. KEMPER INVESTORS LIFE INSURANCE COMPANY, ON BEHALF OF ITSELF AND ITS SEPARATE ACCOUNTS, AND SYNERGY INVESTMENT GROUP, LLCParticipation Agreement • April 29th, 2009 • KILICO Variable Annuity Separate Account - 3 • Ohio
THIS AGREEMENT, made and entered into as of the 26th day of August, 2008 (“Agreement”), by and among Summit Mutual Funds, Inc., a Maryland corporation (“SMFI”), Ameritas Investment Corp., a Nebraska Corporation (“AIC”), Kemper Investors Life Insurance Company, an Illinois 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 Synergy Investment Group, LLC, a North Carolina limited liability company and the principal underwriter of the Contracts (“UNDERWRITER”) (collectively, the “Parties”).
SERVICES AGREEMENTServices Agreement • April 29th, 2009 • KILICO Variable Annuity Separate Account - 3 • England
A The Service Provider possesses qualified personnel with expertise in the provision of the services identified in Schedule 2 (the “Services”).
ADMINISTRATIVE SERVICES AGREEMENTAdministrative Services Agreement • April 29th, 2009 • KILICO Variable Annuity Separate Account - 3 • Ohio
Kemper Investors Life Insurance Company (“INSURER”) and Summit Investment Partners, Inc. (“Summit”) (collectively, the “Parties”) mutually agree to the arrangements set forth in this Administrative Services Agreement (the “Agreement”) dated as of August 26, 2008.
ProFunds/Access One Trust Bethesda, MD 20814 ADMINISTRATIVE SERVICES AGREEMENT FOR VP FUNDSAdministrative Services Agreement • April 29th, 2009 • KILICO Variable Annuity Separate Account - 3 • New York
The Board of Trustees of ProFunds and Access One Trust (the “Trusts”), open-end management investment companies organized as Delaware business trusts and registered with the Securities and Exchange Commission (the “SEC”) under the Investment Company Act of 1940 (the “1940 Act”), on behalf of each of the ProFunds VP series of ProFunds identified in Schedule A or Access VP series of the Access One Trust identified on Schedule A (individually, a “Fund” and collectively, the “Funds”), have authorized the Trusts to enter into this Agreement with Kemper Investors Life Insurance Company (the “Authorized Firm”), concerning the provision of service activities to your clients, members, or customers (“Customers”) who may from time to time beneficially own such Funds’ shares. The terms and conditions of this Agreement are as follows:
August 28, 2008 Kemper Investors Life Insurance Company Attn: President and COOAdministrative Services Agreement • April 29th, 2009 • KILICO Variable Annuity Separate Account - 3 • Delaware
This letter sets forth the agreement between Kemper Investors Life Insurance Company (the “Company”) and PADCO Advisors II, Inc. (“PADCO”), advisor to the Rydex Variable Trust (the “Trust”), concerning certain administrative services to be provided by the Company with respect to certain series of the Trust, each of which is identified in the Participation Agreement (defined below).
RULE 22C-2 AMENDMENT TO PARTICIPATION AGREEMENTParticipation Agreement • April 29th, 2009 • KILICO Variable Annuity Separate Account - 3
AMENDMENT entered into as of April 16, 2007, by and between Allianz Global Investors Distributors LLC (“AGID”), the principal underwriter for Premier VIT and PIMCO Variable Insurance Trust (each a “Trust” and, collectively, the “Trusts”) and Kemper Investors Life Insurance Company (“Intermediary”).
SERVICE AGREEMENTService Agreement • April 29th, 2009 • KILICO Variable Annuity Separate Account - 3 • Pennsylvania
THIS AGREEMENT (this “Agreement”) dated as of August 12, 2008, between Delaware Distributors L.P. (“Distributor”), a limited liability partnership with its principal offices at One Commerce Square, 2005 Market Street, Philadelphia, Pennsylvania, 19103, as Distributor for Delaware VIP Trust (the “Fund”), an open-end management investment company organized as a statutory trust under the laws of the State of Delaware, and Kemper Investors Life Insurance Company (the “Company”), a Illinois corporation having its principal office and place of business at 15375 SE 30th Place, Suite 300, Bellevue, WA 98007, on its behalf and on behalf of each separate account set forth on attached Schedule A as it may be amended from time to time (the “Separate Accounts”), as issuer of variable annuities and/or variable life insurance policies funded through the Separate Accounts for distribution (the “Contracts”).
RULE 22c-2 AGREEMENTRule 22c-2 Agreement • April 29th, 2009 • KILICO Variable Annuity Separate Account - 3
This Agreement is entered into effective as of August 26, 2008 by and between Kemper Investors Life Insurance Company (the Company) and Summit Mutual Funds, Inc. (the Fund).
July 1, 2008Administrative Services Agreement • April 29th, 2009 • KILICO Variable Annuity Separate Account - 3
RULE 22c-2 AGREEMENTRule 22c-2 Agreement • April 29th, 2009 • KILICO Variable Annuity Separate Account - 3
This Rule 22c-2 Agreement is entered into by and between Putnam Fiduciary Trust Company (“PFTC”), transfer agent, dividend-disbursing agent and shareholder servicing agent for the Fund, Putnam Retail Management Limited Partnership (“PRM”), underwriter and distributor of the Fund, and Kemper Investors Life Insurance Company (“Intermediary”).
August 1, 2008 Kemper Investors Life Insurance CompanyParticipation Agreement • April 29th, 2009 • KILICO Variable Annuity Separate Account - 3
As you know, we have entered into an amended and restated participation agreement among Van Kampen Life Investment Trust (the “Fund”), Van Kampen Funds Inc., and Van Kampen Asset Management (the “Company”), dated August 1, 2008, as may be amended from time to time (the “Participation Agreement”), providing for the purchase by the Company of shares of certain series of the Fund (“Portfolios”) on behalf of its separate account(s) to fund certain variable life and annuity contracts (“Contracts”), each as specified in the Participation Agreement.
FIRST ADDENDUM TO FUND PARTICIPATION AGREEMENTFund Participation Agreement • April 29th, 2009 • KILICO Variable Annuity Separate Account - 3
First Addendum dated June 26, 2008, 2008, to the Fund Participation Agreement by and among Kemper Investors Life Insurance Company (the “Company”), JPMorgan Insurance Trust (formerly known as One Group Investment Trust) (the “Trust”), the Trust’s investment adviser, JPMorgan Investment Advisors Inc. (formerly known as Banc One Investment Advisors Corporation) (the “Adviser”), and the Trust’s administrator JPMorgan Funds Management, Inc. (formerly One Group Administrative Services, Inc.) (the “Administrator”).
AMENDMENT NO. 1 PARTICIPATION AGREEMENTParticipation Agreement • April 29th, 2009 • KILICO Variable Annuity Separate Account - 3
The Participation Agreement (the “Agreement”), dated as of April 30, 2004, by and among AIM Variable Insurance Funds, a Delaware trust; A I M Distributors, Inc., a Delaware corporation, and Kemper Investors Life Insurance Company, an Illinois life insurance company, on behalf of itself and its separate accounts, is hereby amended as follows:
Rule 22c-2 Agreement (the “Agreement”)Rule 22c-2 Agreement • April 29th, 2009 • KILICO Variable Annuity Separate Account - 3 • Illinois
THIS AGREEMENT is entered into as of April 16, 2007, by and between Fidelity Distributors Corporation (“Underwriter”), on behalf of the Variable Insurance Product Funds (the “Fund”) and Kemper Investors Life Insurance Company, an insurance company domiciled in the State of Illinois, (“Intermediary”), with an effective date of October 16, 2007.
August 27, 2008Administration Services Agreement • April 29th, 2009 • KILICO Variable Annuity Separate Account - 3
This letter sets forth the agreement (“Agreement”) between Kemper Investors Life Insurance Company (“you” or the “Company”) and the undersigned (“we”, “us” or “Price Associates”) concerning certain administration services to be provided by you, with respect to the T. Rowe Price Equity Series, Inc. (the “Fund”).
SECOND AMENDMENT TO AMENDED AND RESTATED PARTICIPATION AGREEMENTParticipation Agreement • April 29th, 2009 • KILICO Variable Annuity Separate Account - 3
This Amendment, dated as of August 25, 2008, amends the Participation Agreements, as previously amended (each, an “Agreement”), among Kemper Investors Life Insurance Company (“Company”), Fidelity Distributors Corporation (“Underwriter”) 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, a “Fund” and collectively, the “Funds”).
ADMINISTRATIVE SERVICES AGREEMENTAdministrative Services Agreement • April 29th, 2009 • KILICO Variable Annuity Separate Account - 3 • New York
THIS AGREEMENT is made this 29th day of July, 2008, between BLACKROCK ADVISORS, LLC. (“BAL”) and KEMPER INVESTORS LIFE INSURANCE COMPANY, a life insurance company organized under the laws of the State of Illinois (the “Insurer”).
ADMINISTRATIVE SERVICES AGREEMENTAdministrative Services Agreement • April 29th, 2009 • KILICO Variable Annuity Separate Account - 3 • Massachusetts
KEMPER INVESTORS LIFE INSURANCE COMPANY (“Firm”), and PUTNAM RETAIL MANAGEMENT LIMITED PARTNERSHIP (“Distributor”) mutually agree to the arrangements set forth in this Administrative Services Agreement (the “Agreement”) dated August 26, 2008. Firm and the Distributor are referred to collectively herein as the “Parties.”
DATED February 10, 2009Introductory Services Agreement • April 29th, 2009 • KILICO Variable Annuity Separate Account - 3 • England
