AMENDMENT TO THE FUND PARTICIPATION AGREEMENT BY AND BETWEEN BLACKROCK VARIABLE SERIES FUNDS, INC., BLACKROCK INVESTMENTS, LLC, THE LINCOLN NATIONAL LIFE INSURANCE COMPANY, LINCOLN LIFE & ANNUITY COMPANY OF NEW YORK AND LINCOLN FINANCIAL DISTRIBUTORS,...

Exhibit 99.B(h)(5)

AMENDMENT

TO THE

FUND PARTICIPATION AGREEMENT BY AND BETWEEN

BLACKROCK VARIABLE SERIES FUNDS, INC.,

BLACKROCK INVESTMENTS, LLC,

THE LINCOLN NATIONAL LIFE INSURANCE COMPANY,

LINCOLN LIFE & ANNUITY COMPANY OF NEW YORK

AND LINCOLN FINANCIAL DISTRIBUTORS, INC.

THIS AMENDMENT TO THE FUND PARTICIPATION AGREEMENT (the “Amendment”) is made and entered into as of the 31 day of August, 2018, by and between BlackRock Variable Series Funds, Inc. (the “Fund”), BlackRock Investments, LLC (“BRIL”), THE LINCOLN NATIONAL LIFE INSURANCE COMPANY (“LNL”),  LINCOLN LIFE & ANNUITY COMPANY OF NEW YORK (together with LNL, the “Company”), on its own behalf and on behalf of each separate account of the Company identified herein, and Lincoln Financial Distributors, Inc.(the “Distributor”).

WITNESSETH:

WHEREAS, the parties have entered into a Fund Participation Agreement dated May 15, 2009, as amended (the “Agreement”), which is incorporated herein by reference;

WHEREAS, Section 8.10 of the Agreement provides that the Agreement may be amended by written agreement signed by all of the parties; and

WHEREAS, the parties desire to amend the cutoff time for the submission of trades through the NSCC system and to also amend other sections of the Agreement.

NOW, THEREFORE, in consideration of the mutual covenants hereinafter set forth, and intending to be legally bound, the Agreement shall be further amended as follows:

1. Unless otherwise noted or amended herein, all terms used in this Amendment shall have the same meaning as in the Agreement.

2. Section 1.2(c)(i) is deleted in its entirety and is replaced with the following:

“(c) Purchases and Redemption Orders; Settlement of Transactions.

i. Method of Communication.

Fund/SERV Transactions.  If the parties choose to use Fund/SERV, the following provisions shall apply:

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The Company and BRIL or its designee will be bound by the rules of the NSCC.  Without limiting the generality of the following provisions of this section, the Company and BRIL or its designee each will perform any and all duties, functions, procedures and responsibilities assigned to it and as otherwise established by the NSCC applicable to Fund/SERV and the Networking Matrix Level utilized.

Any information transmitted through NSCC’s Networking system by any party to the other and pursuant to this amendment will be accurate, complete, and in the format prescribed by the NSCC.  Each party will adopt, implement and maintain procedures reasonably designed to ensure the accuracy of all transmissions through Networking and to limit the access to, and the inputting of data into, Networking to persons specifically authorized by such party.

On each Business Day, the Company shall aggregate and calculate the net purchase and redemption orders for each Account received by the Company prior to the Close of Trading on each Business Day.  The Company shall communicate to the NSCC the net aggregate purchase or redemption orders (if any) for each Account received by the Close of Trading on such Business Day (the “Trade Date”) no later than 7:00 a.m. Eastern Time on the Business Day following the Trade Date.  All orders received by the Company after the Close of Trading on a Business Day shall not be transmitted to NSCC prior to the following Business Day.  The Fund or its designee shall treat all trades communicated to the Fund or its designee in accordance with this provision as if received prior to the Close of Trading on the Trade Date.

All orders are subject to acceptance by the Fund or its designee and become effective only upon confirmation by the Fund or its designee. Upon confirmation, the Fund or its designee will verify total purchases and redemptions and the closing share position for each Account.  In the case of delayed settlement, the Fund or its designee shall make arrangements for the settlement of redemptions by wire no later than the time permitted for settlement of redemption orders by the Investment Company Act of 1940, as amended (the “1940 Act”).”

3. Article 3 Representations and Warranties, Section 3.9 is hereby replaced in its entirety with the following:

“3.9 The Company represents and warrants that it shall maintain a reasonable risk-based program to comply with economic, trade and financial sanctions laws, resolutions, executive orders and regulations enacted by the United States (including as administered and/or enforced by the Office of Foreign Assets Control (“OFAC”)), the European Union, the United Nations and other applicable jurisdictions (“Sanctions Laws”).  The Company shall maintain policies, procedures  and controls that are reasonably designed to ensure compliance with Sanctions Laws and limit the risk of transactions that could be regarded as circumventing Sanctions Laws and that it, the Accounts, the Participating Insurance Companies and, to the extent required by law, its and their owners and controllers (i) are not in violation of any Sanctions Laws or on any list of prohibited individuals or entities enacted under Sanctions Laws (collectively, “Sanctions Lists”) and (ii) are not located, organized or doing business in a country or territory that is, or whose government is, the target of embargo or countrywide sanctions under any Sanctions Laws.  The Company agrees that it will take

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reasonable steps to ensure that Contract owner funds shall not be directly or indirectly derived from, invested for the benefit of or related in any way to, persons, entities or countries that are subject to any country embargoes, in violation of any Sanctions Laws or on any Sanctions Lists.  To the extent required by applicable law, the Company will promptly inform the BRIL in writing if with respect to the transactions in the Shares or the Company’s services, the Company becomes aware of any violations of Sanctions Laws by itself or any of the Accounts or Participating Insurance Companies or any of their owners or controllers or if it or any of the Participating Insurance Companies or any of their owners or controllers are the target of embargo or identified on any Sanctions Lists.  The Company will promptly inform the BRIL in writing if the Company is unable to comply with its obligations under this Section 3.9.

The Company shall have an anti-money laundering program in place to comply with all applicable United States laws and regulations relating to anti-money laundering, including the Uniting and Strengthening America by Providing Appropriate Tools to Intercept and Obstruct Terrorism Act of 2001 (the “USA PATRIOT Act”) and the Bank Secrecy Act, as amended by the USA PATRIOT Act, and/or other global legislation, where applicable.  The Company shall have in place written policies, procedures and controls designed to detect, prevent and report money laundering or other suspicious activity and prohibit dealings with shell banks as well as a written customer identification program.  The written customer identification program shall require the identification and verification of the identities of the Company’s customers and, if required by applicable anti-money laundering laws and regulations, the underlying beneficial owner(s).  The Company will promptly inform the BRIL in writing if the Company is unable to comply with its obligations under this Section 3.9.

At all times during which it services Shares of the Fund, the Company shall provide the BRIL with such information as it may reasonably request, including, but not limited to, the filling out of questionnaires, attestations and other documents, to enable the Fund and BRIL to fulfill their obligations under applicable Sanctions Laws and the USA PATRIOT ACT (including maintaining records for at least five years).

The Company represents and warrants that neither it nor any of its principals have been previously indicted with respect to or convicted of any criminal charges, including money laundering, and neither it nor any of its principals is the subject of any criminal action of any nature or of any regulatory or self-regulatory action relating to money laundering.

The Company represents and warrants that it is aware of Sanctions Laws (as hereinafter defined), and it has not violated and shall not violate any Sanctions Laws.

The Company agrees to notify the BRIL immediately in the event of the Distributor’s expulsion or suspension from FINRA or any self-regulatory organization with jurisdiction over it or of any pending or threatened action or proceeding by any regulatory authority or self-regulatory organization (including, without limitation, FINRA) bearing on its membership.

Upon request, the Company shall provide certification that its obligations under the Agreement are being met.

4. Article 7 Notices is hereby replaced in its entirety with the following:

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“ARTICLE 7

Notices

Unless otherwise specified in this Agreement, all notices shall be in writing and shall be deemed to have been given (a) when delivered by hand (with written confirmation of delivery); (b) when delivered if sent by a nationally recognized overnight courier (with written or electronic confirmation of delivery); or (c) on the third day after the date mailed, by certified or registered mail, return receipt requested, postage prepaid.

Notices must be sent to the respective parties at the address(es) indicated below (or at such other address for a party as shall be specified in a notice given in accordance with this Article 7).

To the Fund:	With a copy to:
BlackRock Advisors, LLC	BlackRock, Inc.
Attn: Xxx Xxxx	Attn: General Counsel
Global Client Services	00 Xxxx 00xx Xxxxxx
00 Xxxx 00xx Xxxxxx	Xxx Xxxx, XX 00000
Xxx Xxxx, XX 00000
To BRIL:	with a copy to:
BlackRock Investments, LLC	BlackRock Investments, LLC
Attn: Xxxxx Xxxxx	Attn: Chief Compliance Officer
Senior Managing Director,	00 Xxxx 00xx Xxxxxx
XX Wealth Advisory	Xxx Xxxx, XX 00000
00 Xxxx 00xx Xxxxxx
Xxx Xxxx, XX 00000

If to the Company:	If to the Distributor:
THE LINCOLN NATIONAL LIFE INSURANCE COMPANY	LINCOLN FINANCIAL DISTRIBUTORS, INC
0000 X. Xxxxxxx Xxxxxx	Attn: Xxxx Xxxxxxx
Xxxx Xxxxx, XX 00000	000 X. Xxxxxx-Xxxxxxx Xxxx
Attn: Funds Management	Xxxxxx, XX 00000
LINCOLN LIFE & ANNUITY COMPANY OF NEW YORK
0000 X. Xxxxxxx Xxxxxx
Xxxx Xxxxx, XX 00000
Attn: Funds Management

5. Schedule B is hereby deleted and replaced in its entirety with Schedule B here within.

6. Except as hereby amended, the Agreement remains in full force and effect in accordance with its terms.

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IN WITNESS WHEREOF, the parties hereto have executed and delivered this Amendment as of the date set forth above.

	THE LINCOLN NATIONAL LIFE INSURANCE COMPANY
	By:	/s/ Xxxxxx Xxxxxxxxxx
	Name:	Xxxxxx Xxxxxxxxxx
	Title:	Senior Vice President
	LINCOLN LIFE & ANNUITY COMPANY OF NEW YORK
	By:	/s/ Xxxxxx Xxxxxxxxxx
	Name:	Xxxxxx Xxxxxxxxxx
	Title:	Senior Vice President
	LINCOLN FINANCIAL DISTRIBUTORS, INC.
	By:	/s/ Xxxxxx X’Xxxxx
	Name:	Xxxxxx X’Xxxxx
	Title:	Senior Vice President
	BLACKROCK VARIABLE SERIES FUNDS, INC.
	By:	/s/ illegible
	Name:
	Title:
	BLACKROCK INVESTMENTS, LLC
	By:	/s/ Xxxxxxxx Xxxx
	Name:	Xxxxxxxx Xxxx
	Title:	COO-BRIL

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Schedule B

Portfolios of BlackRock Variable Series Funds, Inc. now or in the future available to Accounts of the Company, including, but not limited to:

Fund Name		Class		Cusip		Ticker
Equity Funds
BlackRock Advantage Large Cap Core V.I. Fund		I		00000X000		LGCCI
BlackRock Advantage Large Cap Core V.I. Fund		II		00000X000		LGCII
BlackRock Advantage Large Cap Core V.I. Fund		III		00000X000		LCIII
BlackRock Advantage Large Cap Value V.I. Fund		I		00000X000		LCATT
BlackRock Advantage Large Cap Value V.I. Fund		II		00000X000		LCBTT
BlackRock Advantage Large Cap Value V.I. Fund		III		00000X000		LVIII
BlackRock Advantage U.S. Total Market V.I. Fund		I		00000X000		SMCPI
BlackRock Advantage U.S. Total Market V.I. Fund		II		00000X000		SMCII
BlackRock Advantage U.S. Total Market V.I. Fund		III		00000X000		SCIII
BlackRock Basic Value V.I. Fund		I		00000X000		XXXXX
BlackRock Basic Value V.I. Fund		II		00000X000		BAVII
BlackRock Basic Value V.I. Fund		III		00000X000		BVIII
BlackRock Capital Appreciation V.I. Fund		I		00000X000		FDGRI
BlackRock Capital Appreciation X.X. Xxxx		XXX		00000X000		XXXXX
BlackRock Equity Dividend V.I. Fund		I		00000X000		UTTLI
BlackRock Equity Dividend V.I. Fund		III		00000X000		UTIII
BlackRock Global Allocation V.I. Fund		I		00000X000		GLALI
BlackRock Global Allocation X.X. Xxxx		XX		00000X000		XXXXX
BlackRock Global Allocation V.I. Fund		III		00000X000		GAIII
BlackRock Global Opportunities V.I. Fund		I		00000X000		GLGRI
BlackRock Global Opportunities V.I. Fund		III		00000X000		GGIII
BlackRock International V.I. Fund		I		00000X000		IVVVI
BlackRock iShares Alternative Strategies V.I. Fund		I		00000X000		BVASX
BlackRock iShares Alternative Strategies X.X. Xxxx		XXX		00000X000		BASVX
BlackRock iShares Dynamic Allocation V.I. Fund		I		00000X000		BVDAX
BlackRock iShares Dynamic Allocation X.X. Xxxx		XXX		00000X000		BDAVX
BlackRock iShares Equity Appreciation V.I. Fund		I		00000X000		BVEAX
BlackRock iShares Equity Appreciation X.X. Xxxx		XXX		00000X000		BEAVX
BlackRock Large Cap Focus Growth V.I. Fund		I		00000X000		LGGGI
BlackRock Large Cap Focus Growth X.X. Xxxx		XXX		00000X000		XXXXX
BlackRock Managed Volatility V.I. Fund		I		00000X000		AMBLI
Fixed Income Funds
BlackRock High Yield V.I. Fund		I		00000X000		HICUI
BlackRock High Yield V.I. Fund		III		00000X000		HCIII
BlackRock iShares Dynamic Fixed Income V.I. Fund		I		00000X000		BVDFX
BlackRock iShares Dynamic Fixed Income X.X. Xxxx		XXX		00000X000		BDFVX
BlackRock Total Return V.I. Fund		I		00000X000		CRBDI
BlackRock Total Return V.I. Fund		III		00000X000		CBIII
BlackRock U.S. Government Bond V.I. Fund		I		00000X000		GVBDI
BlackRock U.S. Government Bond X.X. Xxxx		XXX		00000X000		XXXXX

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Index Fund
BlackRock S&P 500 Index V.I. Fund		I		00000X000		IDXVI
BlackRock S&P 500 Index X.X. Xxxx		XX		00000X000		IXVII
Money Market Fund
BlackRock Government Money Market V.I. Fund*		I		00000X000		DMMKI

*No payments for operational & recordkeeping/administrative services will be made on this Portfolio.

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