0001104659-12-028125 Sample Contracts

PARTICIPATION AGREEMENT Among THE UNIVERSAL INSTITUTIONAL FUNDS, INC., MORGAN STANLEY & CO. INCORPORATED, MORGAN STANLEY INVESTMENT MANAGEMENT INC. and NATIONAL INTEGRITY LIFE INSURANCE COMPANY Dated as of January 2, 2003
Participation Agreement • April 25th, 2012 • Separate Account I of National Integrity Life Ins Co • New York

(This and related steps may occur later in the chronological process due to possible uncertainties relating to the proposals.)

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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 25th, 2012 • Separate Account I of National Integrity Life Ins 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, a 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 25th, 2012 • Separate Account I of National Integrity Life Ins 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”).

RULE 22C-2 AMENDMENT TO PARTICIPATION AGREEMENT BETWEEN NATIONAL INTEGRITY LIFE INSURANCE COMPANY AND TOUCHSTONE VARIABLE SERIES TRUST
Participation Agreement • April 25th, 2012 • Separate Account I of National Integrity Life Ins 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 25th, 2012 • Separate Account I of National Integrity Life Ins 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 25th, 2012 • Separate Account I of National Integrity Life Ins 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 25th, 2012 • Separate Account I of National Integrity Life Ins 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.

FUND PARTICIPATION AGREEMENT
Fund Participation Agreement • April 25th, 2012 • Separate Account I of National Integrity Life Ins Co • New York

THIS AGREEMENT made as of the 2nd day of October, 1997 by and among BT Insurance Funds Trust (“TRUST”), a Massachusetts business trust, Bankers Trust Company (“ADVISER”), a New York banking corporation, and National Integrity Life Insurance Company (“LIFE COMPANY”), a life insurance company organized under the laws of the State of New York.

DISTRIBUTION AND SERVICES AGREEMENT
Distribution and Services Agreement • April 25th, 2012 • Separate Account I of National Integrity Life Ins 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 25th, 2012 • Separate Account I of National Integrity Life Ins 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.

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 25th, 2012 • Separate Account I of National Integrity Life Ins 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 25th, 2012 • Separate Account I of National Integrity Life Ins 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 25th, 2012 • Separate Account I of National Integrity Life Ins 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”).

Columbia Management Distributors, Inc.
Agreement • April 25th, 2012 • Separate Account I of National Integrity Life Ins Co

This agreement is made as of the 1st day of May, 2009 between Columbia Management Distributors, Inc., a Massachusetts corporation (“CMDI”) and National Integrity Life Insurance Company, a New York corporation (“Company”).

COLUMBIA MANAGEMENT DISTRIBUTORS, INC. MUTUAL FUND SALES AGREEMENT
Sales Agreement • April 25th, 2012 • Separate Account I of National Integrity Life Ins Co • Massachusetts

We are the exclusive distributor of the shares of the funds set forth on Schedule A hereto (collectively, together with any funds that may hereafter become part of such fund families, the “CMD Distributed Funds”). We desire to enter into this agreement with you for activities in connection with (i) the distribution of shares of the CMD Distributed Funds (or classes thereof) (each a “Fund” and collectively the “Funds”) and (ii) the servicing of holders of shares of the Funds and existing and prospective holders of Variable Insurance Products (as defined below) on the terms set forth below.

SERVICE AGREEMENT
Service Agreement • April 25th, 2012 • Separate Account I of National Integrity Life Ins 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 25th, 2012 • Separate Account I of National Integrity Life Ins 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:

RULE 22C-2 AMENDMENT TO PARTICIPATION AGREEMENT
Participation Agreement • April 25th, 2012 • Separate Account I of National Integrity Life Ins 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 25th, 2012 • Separate Account I of National Integrity Life Ins 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.

Shareholder Services Agreement between National Integrity Life Insurance Company and Touchstone Advisors, Inc.
Shareholder Services Agreement • April 25th, 2012 • Separate Account I of National Integrity Life Ins 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 No. 1 to the Distribution and Services Agreement
Distribution and Services Agreement • April 25th, 2012 • Separate Account I of National Integrity Life Ins Co

AMENDMENT, dated as of January 31, 2007, to the Distribution and Services Agreement (the “Agreement”) dated as of May 18, 2004, by and between PFPC Distributors, Inc. (as assigned to DWS Scudder Distributors, Inc. (formerly Scudder Distributors, Inc.) (“Distributor”)) and National Integrity Life Insurance Company (“Service Organization”).

SUPPLEMENTAL PAYMENT AGREEMENT
Supplemental Payment Agreement • April 25th, 2012 • Separate Account I of National Integrity Life Ins 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”).

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RULE 22C-2 INFORMATION SHARING AGREEMENT THE UNIVERSAL INSTITUTIONAL FUNDS, INC.
Sharing Agreement • April 25th, 2012 • Separate Account I of National Integrity Life Ins Co

THIS AGREEMENT, dated as of March 16, 2007, is by and between Morgan Stanley Distribution, Inc. (“Fund Agent”) and National Integrity Life Insurance Company (“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”).

AMENDMENT NO. 1 TO THE VARIABLE PRODUCT SERVICES AGREEMENT
Variable Product Services Agreement • April 25th, 2012 • Separate Account I of National Integrity Life Ins Co

THIS AMENDMENT, dated as of December 20, 2010, between National Integrity Life Insurance Company (“Servicer”) and Rydex Distributors, LLC is made to the Variable Product Services Agreement, dated as of January 1, 2008, between the Servicer and Rydex Distributors, Inc. (“RDI”) (the “Agreement”). Terms not defined in this Amendment shall have the meaning ascribed to them in the Agreement.

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 25th, 2012 • Separate Account I of National Integrity Life Ins 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”).

MORGAN STANLEY DISTRIBUTION, INC. ADMINISTRATIVE SERVICE AGREEMENT
Administrative Service Agreement • April 25th, 2012 • Separate Account I of National Integrity Life Ins 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”).

May 1, 2008 National Integrity Life Insurance Company
Separate Account I of National Integrity Life Ins Co • April 25th, 2012
AMENDMENT NO. 2 to the FUND PARTICIPATION AGREEMENT
Fund Participation Agreement • April 25th, 2012 • Separate Account I of National Integrity Life Ins Co

AMENDMENT, dated as of May 1, 2002, to the Fund Participation Agreement dated as of the 2nd day of October, 1997 (the “Agreement”), by and between Deutsche Asset Management VIT Funds (“Trust”), Deutsche Asset Management, Inc. (“Adviser”), and National Integrity Life Insurance Company (“Life Company”).

Amendment No. 1 To Fund Participation Agreement by and among National Integrity Life Insurance Company and Touchstone Variable Series Trust
Fund Participation Agreement • April 25th, 2012 • Separate Account I of National Integrity Life Ins Co

WHEREAS, Touchstone Variable Series Trust (the “Trust”) and Integrity Life Insurance Company (“National Integrity Life”) have previously entered into a Fund Participation Agreement dated as of April 30, 2001 (the “Agreement”) containing certain notice information and Portfolio information; and

AMENDMENT NO.1 to the FUND PARTICIPATION AGREEMENT
Fund Participation Agreement • April 25th, 2012 • Separate Account I of National Integrity Life Ins Co

AMENDMENT, dated as of May 1, 2001, to the Fund Participation Agreement dated as of the 2nd day of October, 1997 (the “Agreement”), by and between Deutsche Asset Management VIT Funds (formerly, BT Insurance Funds Trust) (“Trust”), Bankers Trust Company (“Adviser”), and National Integrity Life Insurance Company (“Life Company”).

AMENDMENT NO. 2 TO PARTICIPATION AGREEMENT
Participation Agreement • April 25th, 2012 • Separate Account I of National Integrity Life Ins Co

This AMENDMENT TO PARTICIPATION AGREEMENT (the “Amendment”) is made and entered into as of the 1st day of May, 2008, by and among NATIONAL INTEGRITY LIFE INSURANCE COMPANY, a New York 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 referred to as an “Account”), THE UNIVERSAL INSTITUTIONAL FUNDS, INC. (the “Fund”), a Maryland corporation, MORGAN STANLEY DISTRIBUTION, INC. (the “Underwriter”), a Delaware corporation, and MORGAN STANLEY INVESTMENT MANAGEMENT INC. (the “Adviser”), a Delaware corporation.

Amendment No. 4 to Participation Agreement Franklin Templeton Variable Insurance Products Trust Franklin/Templeton Distributors, Inc. National Integrity Life Insurance Company Touchstone Securities, Inc.
Participation Agreement • April 25th, 2012 • Separate Account I of National Integrity Life Ins 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 and May 1, 2007 (the “Agreement”). The parties now desire to amend the Agreement by this amendment (the “Amendment”).

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 25th, 2012 • Separate Account I of National Integrity Life Ins 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.

AMENDMENT NO.3 to the FUND PARTICIPATION AGREEMENT
Fund Participation Agreement • April 25th, 2012 • Separate Account I of National Integrity Life Ins Co

AMENDMENT, dated as of the May 1, 2004, to the Fund Participation Agreement dated as of the 2nd day of October, 1997 (the “Agreement”), by and between Deutsche Asset Management VIT Funds (“Trust”), Deutsche Asset Management, Inc. (“Adviser”), and National Integrity Life Insurance Company (“Life Company”).

AMENDMENT NO. 2 TO THE PARTICIPATION AGREEMENT
Participation Agreement • April 25th, 2012 • Separate Account I of National Integrity Life Ins Co

THIS AMENDMENT, dated as of December 20, 2010, between National Integrity Life Insurance Company (“Company”), Rydex Variable Trust (“Trust”) and Rydex Distributors, LLC is made to the Participation Agreement, dated as of January 1, 2008, as amended, between the Company, Trust and Rydex Distributors, Inc. (“Underwriter”) (the “Agreement”). Terms not defined in this Amendment shall have the meaning ascribed to them in the Agreement.

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