FUND PARTICIPATION AGREEMENT
This Agreement, effective this 1st day of July, 2003, among THE LINCOLN
NATIONAL LIFE INSURANCE COMPANY ("Lincoln National"), a life insurance company
organized under the laws of the State of Indiana, LINCOLN LIFE & ANNUITY COMPANY
OF NEW YORK ("LNY"), a life insurance company organized under the laws of the
State of New York; AMERICAN FUNDS INSURANCE SERIES (the "Series"), an open-end
management investment company organized under the laws of the Commonwealth of
Massachusetts; and CAPITAL RESEARCH AND MANAGEMENT COMPANY ("CRMC"), a
corporation organized under the laws of the State of Delaware, and having a
business address of 000 Xxxxx Xxxx Xxxxxx, Xxx Xxxxxxx, Xxxxxxxxxx 00000. The
term "Company" used in this Agreement refers to the respective undersigned life
insurance company whose products are being solicited and sold. Unless otherwise
stated in this Agreement, any rights, obligations and liabilities of the
undersigned companies are separate and distinct.
The agreements listed in Appendix A are hereby amended and restated by
this Agreement as of the effective date of this Agreement.
WITNESSETH:
WHEREAS, the Company proposes to issue to the public, now and in the
future, certain variable annuity contracts and life insurance policies (the
"Contracts") as set forth in Appendix B;
WHEREAS, the Company has established one or more separate accounts (the
"Accounts"), as set forth in Appendix C, for the purposes of issuing the
Contracts and has or will register the Accounts with the United States
Securities and Exchange Commission (the "SEC") as a unit investment trust under
the Investment Company Act of 1940 (the "1940 Act") unless exempt therefrom;
WHEREAS, the Series was established for the purpose of serving as the
investment vehicle for variable annuity contracts and variable life insurance
policies offered by insurance companies;
WHEREAS, the Series has received a "Mixed and Shared Funding Order" from
the SEC granting relief from the certain provisions of the 1940 Act and the
rules thereunder to the extent necessary to permit shares of the Series to be
sold to variable annuity and life insurance separate accounts of unaffiliated
insurance companies;
WHEREAS, the Series is divided into various funds (the "Funds"), some of
which are set forth in Appendix D, each Fund being subject to certain
fundamental investment policies some of which may not be changed without a
majority vote of the shareholders of such Fund;
WHEREAS, certain Funds will serve as the underlying investments for the
Contracts, one
Fund for each Subaccount (the "Subaccount"); and
WHEREAS, CRMC, by virtue of an Investment Advisory and Service Agreement
between CRMC and the Series, will serve as the investment adviser to the Series,
as the term "investment adviser" is defined in the 1940 Act.
NOW THEREFORE, in consideration of the foregoing and of mutual covenants
and conditions set forth herein and for other good and valuable consideration,
the Company, the Account, the Series and CRMC hereby agree as follows:
1. The Series and CRMC each represents and warrants to the Company
that:
(i) a registration statement under the Securities Act of 1933 (the
"1933 Act") and under the 1940 Act with respect to the Series has been
filed with the SEC in the form previously delivered to the Company, and
copies of any and all amendments thereto will be forwarded to the Company
at the time that they are filed with the SEC;
(ii) the Series is, and shall be at all times while this Agreement
is in force, lawfully organized, validly existing, and properly qualified
as an open-end management investment company; and
(iii) the Series registration statement and any further amendments
or supplements thereto (the "Prospectus") will, when they become
effective, conform in all material respects to the requirements of the
1933 Act and the 1940 Act, and the rules and regulations of the SEC
thereunder, and will not contain any untrue statement of a material fact
or omit to state a material fact required to be stated therein or
necessary to make the statement therein not misleading; provided,
however, that this representation and warranty shall not apply to any
statements or omissions made in reliance upon and in conformity with
information furnished in writing to the Series by the Company expressly
for use therein;
(iv) the Series currently qualifies as a Regulated Investment
Company under Subchapter M of the Internal Revenue Code of 1986, as
amended (the "Code") and that it will make every effort to continue to
qualify and to maintain such qualification (under Subchapter M or any
successor or similar provision), and that it will notify the Company
immediately upon having a reasonable basis for believing that it has
ceased to so qualify or that it might not so qualify in the future; and
(v) the Series will comply with Section 817(h) of the Code, and
all regulations issued thereunder.
2. The Company represents and warrants that:
(i) the Contracts are registered under the 1933 Act or will be so
registered before the issuance thereof, unless exempt;
(ii) the Contracts will be issued in compliance in all material
respects with all
2
applicable federal and state laws;
(iii) it has registered or will register, prior to the issuance of
any Contracts, each Account (unless exempt) as a unit investment trust in
accordance with the provisions of the 1940 Act;
(iv) the Contracts are currently and at the time of issuance will
be treated as annuity contracts or life insurance policies, under the
applicable provisions of the Code. The Company shall make every effort to
maintain such treatment and shall notify the Series immediately upon
having a reasonable basis for believing that the Contracts have ceased to
be so treated;
(v) any information furnished in writing by the Company to the
Series for use in the registration statement of the Series will not
result in the registration statement's failing to conform in all material
respects to the requirements of the 1933 Act and the 1940 Act and the
rules and regulations thereunder, nor will contain any untrue statement
of a material fact nor will omit a material fact required to be stated
therein or necessary to make the statements therein not misleading; and
(vi) The Company and its affiliates shall make no representations
concerning the Series' shares except those contained in the then current
Prospectus of the Series, and in such printed information subsequently
issued on behalf of the Series or other funds managed by CRMC as
supplemental to the appropriate Prospectus, or in materials approved by
American Funds Distributors, Inc. ("AFD") as provided in the Business
Agreement in effect among the Company, AFD and CRMC dated as of July 1,
2003.
3. The Series will furnish to the Company such information with
respect to the Series in such form and signed by such of its officers as the
Company may reasonably request, and will warrant that the statements therein
contained when so signed will be true and correct. The Series will advise the
Company immediately of: (a) any request by the SEC (i) for amendment of the
registration statement relating to the Series or (ii) for additional
information; (b) the issuance by the SEC of any stop order suspending the
effectiveness of the registration statement of the Series or the initiation of
any proceeding for that purpose; (c) the institution of any proceeding,
investigation or hearing involving the offer or sale of the Contracts or the
Series of which it becomes aware; or (d) the happening of any material event, if
known, which makes untrue any statement made in the registration statement of
the Series or which requires the making of a change therein in order to make any
statement made therein not misleading.
4. The Series will use best efforts to register for sale under the
1933 Act and, if required, under state securities laws, such additional shares
of the Series as may reasonably be necessary for use as the funding vehicle for
the Contracts.
5. The Series has made and agrees to make Class 1 and Class 2 shares
of the Funds available to the Contracts. To the extent the Company uses Class 2
shares, it or an affiliate will
3
be entitled to receive a fee from the Series, to be accrued daily and paid
monthly in arrears, of 0.25% per annum of Class 2 assets attributable to the
Contracts for personal services and account maintenance services for Contract
owners for as long as the Series' Rule 12b-1 plan remains in effect.
6. Fund shares to be made available to Accounts for the Contracts
shall be sold by the Series and purchased by the Company for a given Account at
the net asset value (without the imposition of a sales load) next computed after
receipt of each order by the Series or its designee, as established in
accordance with the provisions of the then current Prospectus of the Series. For
purposes of this Paragraph 6, the Company shall be a designee of the Series for
receipt of such orders from each Account, and receipt by such designee by 4:00
p.m. New York time (or such other time as the Board of Trustees of the Series
shall designate) shall constitute receipt by the Series, provided that the
Series receives notice of such order by 10:00 a.m. New York time on the
following business day ("Next Business Day"). "Business Day" shall mean any day
on which the New York Stock Exchange ("NYSE") is open for trading and on which
the Series calculates the net asset values of each class of shares of each Fund
pursuant to the rules of the SEC. The Series will make the shares of each class
available indefinitely for purchase at the applicable net asset value per share
on those days on which the Series calculates its net asset value pursuant to the
rules of the SEC, and the Series shall use its best efforts to calculate such
net asset value on each day on which the NYSE is open for trading. The Series
shall make the net asset value per share for each class of each of the Funds
available to the Company (using a mutually agreed upon format) on a daily basis
as soon as reasonably practical after the Series calculates such net asset
values per share, and the Series shall use its best efforts to make such net
asset values per share available by 6:00 p.m. New York time. The Series will
notify the Company if the Series cannot communicate the net asset value per
share by 6:00 p.m. New York time. Any material errors in the calculation of the
net asset value shall be reported immediately upon discovery to the Company. The
Series and its investment adviser are responsible for maintaining net asset
values for the Funds in accordance with the requirements of the 1940 Act and its
current Prospectus. Shares of particular Funds shall be ordered in such
quantities and at such times as determined by the Company to be necessary to
meet the requirements of the Contracts. The Company will pay for shares on the
same day the Series receives notice of the purchase request. Payment for shares
purchased shall be made to the Series in federal funds initiated by wire by 2:00
p.m. New York time, to be received by the close of business, as long as the
banking system is open for business. If the banking system is closed, payment
will be transmitted the next day that the banking system is open for business.
If payment is not received by the Series on such Business Day, the Company
shall, upon the Series' request, promptly reimburse the Series for any charges,
costs, fees, interest or other expenses incurred in connection with any
advances, borrowing, or overdrafts. The Series will confirm receipt of each
trade (ending share balance by the Account and the Fund) (using a mutually
agreed upon format) by 1:00 p.m. New York time on the Business Day the trade is
placed with the Series.
The Series reserves the right to temporarily suspend sales if the Board
of Trustees of the Series deems it appropriate and in the best interests of the
Series or in response to the order of an appropriate regulatory authority.
4
7. The Company shall use its best efforts and shall cooperate, to the
extent permitted under its Contracts, with the Series to enforce policies stated
in the Series' Prospectus regarding transactions in shares, particularly those
related to market timing. The Company acknowledges that the Series has the right
to refuse any purchase order for any reason, particularly if the Series
determines that a Fund would be unable to invest the money effectively in
accordance with its investment policies or would be otherwise adversely affected
due to the size of the transaction, frequency of trading by the Account or other
factors.
8. The Contracts funded through each Account will provide for the
allocation of net amounts among certain Subaccounts for investment in such
shares of the Funds as may be offered from time to time in the Contracts. The
selection of the particular Subaccount is to be made by the Contract owner and
such selection may be changed in accordance with the terms of the Contracts.
9. Transfer of the Series' shares will be by book entry only. No
stock certificates will be issued to the Account. Shares ordered from a
particular Fund will be recorded by the Series as instructed by the Company in
an appropriate title for the corresponding Account or subaccount.
10. The Series shall furnish notice promptly to the Company (using a
mutually agreed upon format) of any dividend or distribution payable on any
shares underlying Subaccounts. The Company hereby elects to receive all such
dividends and distributions as are payable on shares of a Fund recorded in the
title for the corresponding Subaccount in additional shares of that Fund. The
Series shall notify the Company of the number of shares so issued. The Company
reserves the right to revoke this election and to receive all such income
dividends and capital gain distributions in cash. Any material errors in the
calculation of the dividends or distributions shall be reported immediately upon
discovery to the Company.
11. The Series shall redeem its shares in accordance with the terms of
its then current prospectus. For purposes of this Paragraph 11, the Company
shall be a designee of the Series for receipt of requests for redemption from
each Account, and receipt by such designee by 4:00 p.m. New York time (or such
other time as the Board of Trustees of the Series shall designate) shall
constitute receipt by the Series; provided that the Series receives notice of
such request for redemption by 10:00 a.m. New York time on the Next Business
Day. The Company shall purchase and redeem the shares of Funds offered by the
then current Prospectus of the Series in accordance with the provisions of such
Prospectus. The Series agrees to redeem, upon the Company's request, any full or
fractional shares of the designated portfolio held by the Company. The Series
will pay for shares on the same day the Series receives notice from Company for
the redemption request. Payment for shares shall be made to the Company in
federal funds initiated by wire by 2:00 p.m. New York time, to be received by
the close of business, as long as the banking system is open for business. If
the banking system is closed, payment will be transmitted the next day that the
banking system is open for business. If payment is not received by the Company
on such Business Day, the Series shall, upon the Company's request, promptly
reimburse the Company for any charges, costs, fees, interest or other expenses
incurred in connection with any advances, borrowing, or overdrafts. The Series
will confirm receipt of each
5
trade (ending share balance by the Account and the Fund) (using a mutually
agreed upon format) by 1:00 p.m. New York time on the Business Day the trade is
placed with the Series.
12. The Series shall pay all expenses incidental to its performance
under this Agreement. The Series shall see to it that all of its shares are
registered and authorized for issue in accordance with applicable federal and
state laws prior to their purchase for the Accounts. The Series shall bear the
expenses for the cost of registration of its shares, preparation of prospectuses
(and supplements thereto) and statements of additional information (and
supplements thereto) to be sent to existing Contract owners (upon request in the
case of the statement of additional information), proxy statements and related
materials, and annual and semi-annual shareholder reports, the printing and
distribution of such items to each Contract owner who has allocated net amounts
to any Subaccount, the preparation of all statements and notices required from
it by any federal or state law, and taxes on the issue or transfer of the
Series' shares subject to this Agreement. The Series will provide to the
Company, at least once a year, with enough copies of its statement of additional
information to be able to distribute one to each Contract owner or prospective
Contract owner who requests such statement of additional information.
13. The Company shall bear the expenses for the cost of printing and
distribution of Series prospectuses (and supplements thereto) and statements of
additional information (and supplements thereto) to be sent to prospective
Contract owners. The Series shall provide, at its expense, such documentation
(in camera ready or other mutually agreeable form) and other assistance as is
reasonably necessary in order for the Company once each year (or more frequently
if the prospectus for the Series is amended) to have the prospectus or
prospectuses for the Contracts and the Series prospectus printed together in one
or more documents. With respect to any Series prospectus that is printed in
combination with any one or more Contract prospectus (the "Prospectus Booklet"),
the Series shall bear the costs of printing and mailing the Prospectus Booklet
to existing Contract owners based on the ratio of the number of pages of the
Series prospectuses included in the Prospectus Booklet to the number of pages in
the Prospectus Booklet as a whole. With respect to any Series annual and
semi-annual shareholder report that is printed in combination with any one or
more such reports of investment options for the Contracts (the "Report
Booklet"), the Series shall bear the costs of printing and mailing the Report
Booklet to existing Contract owners based on the ratio of the number of pages of
the Series report included in the Report Booklet to the number of pages in the
Report Booklet as a whole.
14. Shares of the Series may be offered to separate accounts of
various insurance companies in addition to the Company. The Series shall comply
with the provisions of Section 817 of the Internal Revenue Code of 1986 as
amended and the regulations thereunder ("Section 817"). No shares will be sold
to the general public.
15. The parties to this Agreement recognize that due to differences in
tax treatment or other considerations, the interests of various Contract owners
participating in one or more Funds might, at some time, be in conflict. Each
party shall report to the other party any potential or existing conflict of
which it becomes aware. The Board of Trustees of the Series shall promptly
notify the Company of the existence of irreconcilable material conflict and its
implications. If
6
such a conflict exists for which the Company is responsible as determined by the
Board of Trustees, the Company will, at its own expense, take whatever action it
deems necessary to remedy such conflict; in any case, Contract owners will not
be required to bear such expenses.
16. The Company agrees to indemnify and hold the Series and CRMC and
any officer, trustee, director, employee or agent of the foregoing, harmless
against any and all losses, claims, damages, liabilities or litigation
(including reasonable legal and other expenses) to which they may be subject
under any statute, at common law or otherwise, insofar as such losses, claims,
damages, liabilities or expenses (or actions in respect thereof) or settlements
arising as a result of the Company: (a) making untrue statements of material
facts or omitting material facts in the registration statement, prospectus or
sales literature of the Contracts and/or Accounts; (b) making untrue statements
of material facts that the Series includes in its materials, provided the Series
relies on information supplied by the Company; (c) engaging in unlawful conduct
with respect to the sale of the Contracts or Fund shares; and (d) materially
breaching this Agreement or a representation or warranty.
No party shall be entitled to indemnification if such loss, claim,
damage, liability or expense is due to the willful misfeasance, bad faith, gross
negligence or reckless disregard of duty by the party seeking indemnification.
17. The Series and CRMC each agrees to indemnify and hold the Company
and any officer, trustee, director, employee or agent of the foregoing, harmless
against, any and all losses, claims, damages, liabilities or litigation
(including reasonable legal and other expenses) to which the Company may be
subject under any statute, at common law or otherwise, insofar as such losses,
claims, damages, liabilities or expenses (or actions in respect thereof) or
settlements arising as a result of the Series' or CRMC's (a) making untrue
statements of material facts or omitting material facts in the registration
statement, prospectus or sales literature of the Series; (b) making untrue
statements of material facts that the Company includes in its materials,
provided the Company relies on information supplied by or on behalf of the
Series; (c) engaging in unlawful conduct with respect to the sale of the
Contracts or Fund shares; (d) materially breaching this Agreement or a
representation or warranty; and (e) failing to comply with the requirements of
Section 817 and regulations thereunder.
No party shall be entitled to indemnification if such loss, claim,
damage, liability or expense is due to the willful misfeasance, bad faith, gross
negligence or reckless disregard of duty by the party seeking indemnification.
18. The Company shall be responsible for assuring that the Accounts
provide pass-through voting privileges to Contract owners so long as and to the
extent that the SEC continues to interpret the 1940 Act to require pass-through
voting privileges for the Contracts.
19. The parties understand that there is no intention to create a
joint venture in the subject matter of this Agreement. Accordingly, the right to
terminate this Agreement and to engage in any activity not inconsistent with
this Agreement is absolute. This Agreement will terminate:
7
(i) by any party at any time upon six months' written notice to the
other parties;
(ii) at the option of the Company, CRMC or the Series, upon ten
calendar days' prior written notice to the other parties, if a final
non-appealable administrative or judicial decision is entered against any
other party which has a material impact on the Contracts;
(iii) at the option of the Company, upon ten calendar days' prior
written notice to the other parties, if shares of the Series are not
reasonably available;
(iv) at the option of the Company, immediately upon written notice to
the other parties, if the Series or CRMC fails to meet the requirements
for either diversification under Section 817 or registered investment
company status or if the Board of the Series terminates the Class 2 Plan
of Distribution pursuant to Rule 12b-1 under the 1940 Act;
(v) immediately in the event the Series' shares are not registered,
issued or sold in accordance with applicable state and/or federal law or
such law precludes the use of such shares as an underlying investment for
the Contracts issued or to be issued by the Company; in such event prompt
notice shall be given by the Company or the Series to the other parties;
(vi) at the Company's option by written notice to CRMC or the Series
if Company shall determine in its sole judgment exercised in good faith,
that either CRMC or the Series has suffered a material adverse change in
its business, operations, financial condition or prospects since the date
of this Agreement or is the subject of material adverse publicity; or
(vii) at CRMC's or the Series' option by written notice to Company if
CRMC or the Series shall determine in its sole judgment exercised in good
faith, that Company has suffered a material adverse change in its
business, operations, financial condition or prospects since the date of
this Agreement or is the subject of material adverse publicity.
The effective date for termination pursuant to any notice required under
this Paragraph shall be calculated beginning with the date of receipt of such
notice to all other parties.
20. All notices, consents, waivers, and other communications under
this Agreement must be in writing, and will be deemed to have been duly received
(a) when delivered by hand (with written confirmation of receipt), (b) when sent
by facsimile (with written confirmation of receipt), provided that a copy is
mailed by registered mail, return receipt requested, or (c) the day after it is
sent by a nationally recognized overnight delivery service, in each case to the
8
appropriate addresses and telecopier numbers set forth below (or to such other
addresses and telecopier numbers as a party may designate by notice to the other
parties):
IF TO LINCOLN NATIONAL:
The Lincoln National Insurance Company
0000 Xxxxx Xxxxxxx Xxxxxx
Xx. Xxxxx, XX 00000
Attention: Rise X.X. Xxxxxx, Vice President
Facsimile No.: (000) 000-0000
IF TO LINCOLN NEW YORK:
Lincoln Life & Annuity Company of New York
c/o The Lincoln National Insurance Company
0000 Xxxxx Xxxxxxx Xxxxxx
Xx. Xxxxx, XX 00000
Attention: Rise X.X. Xxxxxx, Vice President
Facsimile No.: (000) 000-0000
IF TO SERIES:
American Funds Insurance Series
000 X. Xxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxxxxx, Xxxxxxxxxx 00000
Attention: Xxxxxxx X. Xxxxxx, Senior Vice President
Facsimile No.: 000-000-0000
WITH A COPY TO:
Capital Research and Management Company
000 X. Xxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxxxxx, Xxxxxxxxxx 00000
Attention: Xxxxxxx X. Xxxxxxxxxx, Vice President and Senior Counsel,
Fund Business Management Group
Facsimile No.: 000-000-0000
IF TO CRMC:
Capital Research and Management Company
000 X. Xxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxxxxx, XX 00000
Attention: Xxxxxxx X. Xxxxxx, Senior Vice President and Legal Counsel
Fund Business Management Group, and Secretary
Facsimile No.: 000-000-0000
WITH A COPY TO:
Capital Research and Management Company
000 X. Xxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxxxxx, Xxxxxxxxxx 00000
9
Attention: Xxxxxxx X. Xxxxxxxxxx, Vice President and Senior Counsel,
Fund Business Management Group
Facsimile No.: 000-000-0000
21. If this Agreement terminates, any provision of this Agreement
necessary to the orderly windup of business under it will remain in effect as to
that business, after termination.
22. If this Agreement terminates, the Series, at the Company's option,
will continue to make additional shares of the Series available for all
Contracts existing as of the effective date of termination (under the same terms
and conditions as were in effect prior to termination of this Agreement with
respect to existing Contract owners), unless the Series liquidates or applicable
laws prohibit further sales. The Company agrees not to redeem shares unless
legitimately required to do so according to a Contract owner's request or under
an order from the SEC.
23. The obligations of the Series under this Agreement are not binding
upon any of the Trustees, officers, employees, or shareholders (except CRMC if
it is a shareholder) of the Series individually, but bind only the Series'
assets. When seeking satisfaction for any liability of the Series in respect of
this Agreement, the Company and the Account agree not to seek recourse against
said Trustees, officers, employees, or shareholders, or any of them, or any of
their personal assets for such satisfaction. Notwithstanding the foregoing, if
the Company seeks satisfaction for the Series for any losses, claims, damages,
liabilities or litigation in respect of this Agreement, the Company and the
Accounts shall also have recourse against CRMC, which shall be jointly and
severally liable for all amounts due the Company and not recovered from the
Series.
24. This Agreement shall be construed in accordance with the laws of
the State of California.
25. This Agreement and the parties' rights, duties and obligations
under this Agreement are not transferable or assignable by any of them without
the express, prior written consent of the other party hereto. Any attempt by a
party to transfer or assign this Agreement or any of its rights, duties or
obligations under this Agreement without such consent is void.
26. The following Paragraphs shall survive any termination of this
Agreement: 14, 16, 17 and 20-26.
10
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed and attested as of the date first above written.
THE LINCOLN NATIONAL LIFE INSURANCE
COMPANY (ON BEHALF OF THE ACCOUNTS AND ITSELF)
Attest:
By: /s/ Xxxx X. Xxxxxxxxxx
----------------------------------------
/s/ Xxxx Xx Xxxxxxxxx Its: Senior Vice President and Chief Financial
------------------------------ Officer
LINCOLN LIFE & ANNUITY COMPANY OF NEW
YORK (ON BEHALF OF THE ACCOUNTS AND ITSELF)
Attest:
By: /s/ Rise X. X. Xxxxxx
----------------------------------------
/s/ Xxxx Xx Xxxxxxxxx Its: 2nd Vice President
------------------------------
AMERICAN FUNDS INSURANCE SERIES
Attest:
By: /s/ Xxxx Xxxxxx
----------------------------------------
/s/ Xxxxxx X. Xxxxxxxx Its: Secretary
------------------------------
CAPITAL RESEARCH AND MANAGEMENT COMPANY
Attest:
By: /s/ Xxxxxxx Xxxxxx
----------------------------------------
/s/ Xxxxxx X. Xxxxxxxx Its: Vice President and Secretary
------------------------------
11
APPENDIX A
Fund Participation Agreement among The Lincoln National Life Insurance Company,
American Variable Insurance Series, American Funds Distributors, Inc. and
Capital Research and Management Company dated October 15, 1999.
Fund Participation Agreement among Lincoln National Pension Insurance Company,
Separate Account E of Lincoln National Pension Insurance Company and American
Pathway Fund dated February 18, 1987.
Fund Participation Agreement among Lincoln National Life Insurance Company,
Lincoln Life Flexible Premium Variable Life Account F and American Variable
Insurance Series.
Fund Participation Agreement among Lincoln National Life Insurance Company,
Lincoln National Flexible Premium Variable Life Account G and American Variable
Insurance Series.
Fund Participation Agreement among Lincoln National Life Insurance Company,
Separate Account H of The Lincoln National Life Insurance Company and American
Variable Insurance Series dated July 12, 1989.
Fund Participation Agreement among The Lincoln National Life Insurance Company,
Lincoln Life & Annuity Company of New York, American Funds Insurance Series,
American Funds Distributors, Inc. and Capital Research and Management Company
dated August 1, 2002.
Fund Participation Agreement among Lincoln Life & Annuity Company of New York,
American Variable Insurance Series, American Funds Distributors, Inc. and
Capital Research and Management Company dated April 30, 2000.
Fund Participation Agreement among Lincoln Life & Annuity Company of New York,
Lincoln Life & Annuity Variable Annuity Account H of Lincoln Life & Annuity
Company of New York and American Variable Insurance Series dated July 24, 2000.
Agreement to Purchase Shares between The Lincoln National Life Insurance
Company, Lincoln National Flexible Premium Variable Life Account J and American
Variable Insurance Series dated April 30, 1995.
Fund Participation Agreement among The Lincoln National Life Insurance Company,
Separate Account 52 of The Lincoln National Life Insurance Company and American
Variable Insurance Series dated May 1, 1996.
Indemnification Agreement by and between Lincoln National Pension Insurance
Company, Lincoln National Pension Variable Annuity Account E and Capital
Research and Management Company.
Indemnification Agreement by and between The Lincoln National Life Insurance
Company, Lincoln National Flexible Premium Variable Life Account F and Capital
Research and Management Company.
Indemnification Agreement by and between The Lincoln National Life Insurance
Company, Lincoln National Variable Annuity Account H and Capital Research and
Management Company.
Indemnification Agreement by and between The Lincoln National Life Insurance
Company, Lincoln Life Flexible Premium Variable Life Account J and Capital
Research and Management Company dated April 30, 1995.
A-1
Indemnification Agreement by and between Lincoln Life & Annuity Company of New
York, Lincoln Life & Annuity Variable Annuity Account H and Capital Research and
Management Company.
Indemnification Agreement by and between The Lincoln National Life Insurance
Company, Separate Account 52 and Capital Research and Management Company dated
May 1, 1996.
Indemnification Agreement by and between The Lincoln National Life Insurance
Company, Lincoln Life Flexible Premium Variable Life Account Y, Lincoln Life &
Annuity Company of New York, Lincoln Life & Annuity Flexible Premium Variable
Life Account Y and Capital Research and Management Company.
X-0
XXXXXXXX X
American Legacy Variable Annuity**
American Legacy II Variable Annuity**
American Legacy III Variable Annuity*
American Legacy III C Share Variable Annuity*
American Legacy III Plus Variable Annuity*
American Legacy III View Variable Annuity*
American Legacy Shareholder's Advantage*
American Legacy Group
American Legacy Retirement Income Plan
American Legacy Life**
American Legacy Estate Builder
American Legacy Variable Life**
American Legacy VUL(DB)-II*
American Legacy VUL(CV)-III*
American Legacy SVUL-III*
Lincoln VUL(CV)*
Lincoln VUL(CV)-II*
Lincoln VUL(CV)-III*
Lincoln VUL(DB)*
Lincoln VUL(DB)-II*
Lincoln VUL III**
Lincoln VUL MoneyGuard
Lincoln CVUL Series III*
Lincoln Corporate Variable 4*
Lincoln ChoicePlus*
Lincoln ChoicePlus Access*
Lincoln ChoicePlus Bonus
Lincoln ChoicePlus II*
Lincoln ChoicePlus II Access*
Lincoln ChoicePlus II Bonus*
Lincoln ChoicePlus II Advance*
Lincoln ChoicePlus Assurance (B Share)*
Lincoln ChoicePlus Assurance (C Share)*
Lincoln ChoicePlus Assurance (L Share)*
Lincoln ChoicePlus Assurance (Bonus)*
MultiFund(R) 1-4 Individual Variable Annuity
MultiFund(R) 5 Individual Variable Annuity
MultiFund(R) Select Individual Variable Annuity
MultiFund(R) Group Variable Annuity
Lincoln SVUL*
Lincoln SVUL II*
Lincoln SVUL III*
Group Variable Annuity (GVA) I, II, III
Xxxxx Fargo New Directions Core***
Xxxxx Fargo New Directions Access***
Xxxxx Fargo New Directions Access 4***
Lincoln Life Director(TM)
*Includes both the Lincoln National and LNY versions of this product.
**Class 1 shares are offered in these products.
***In connection with Xxxxx Fargo New Directions Core, Xxxxx Fargo New
Directions Access and Xxxxx Fargo New Directions Access 4 Contracts, Lincoln
National, as the issuer of these Contracts, agrees to make shares of American
Funds Insurance Series available through these Contracts only so long as they
are sold exclusively through registered representatives of Lincoln Financial
Advisors and Xxxxx Fargo Investments LLC. In the event that Xxxxx Fargo
undergoes a change in control or assigns its responsibilities with respect to
the Contracts to a third party, American Funds Insurance Series reserves the
right to discontinue making its shares available for purchase through these
Contracts.
B-1
APPENDIX C
Lincoln National Variable Annuity Account C
Lincoln National Variable Annuity Account E
Lincoln Life Flexible Premium Variable Life Account F
Lincoln Life Flexible Premium Variable Life Account G
Lincoln National Variable Annuity Account H
Lincoln Life Flexible Premium Variable Life Account J
Lincoln National Variable Annuity Account L
Lincoln Life Flexible Premium Variable Life Account M
Lincoln Life Variable Annuity Account N
Lincoln Life Variable Annuity Account Q
Lincoln Life Flexible Premium Variable Life Account R
Lincoln Life Flexible Premium Variable Life Account S
Lincoln Life Variable Annuity Account W
Lincoln Life Flexible Premium Variable Life Account Y
Lincoln Life Flexible Premium Variable Life Account Z
Lincoln National Life Insurance Company Separate Account 46
Lincoln National Life Insurance Company Separate Account 48
Lincoln National Life Insurance Company Separate Account 49
Lincoln National Life Insurance Company Separate Account 52
Lincoln National Life Insurance Company Separate Account 54
Lincoln Life & Annuity Variable Annuity Account H
Lincoln Life & Annuity Flexible Premium Variable Life Account M
Lincoln New York Account N for Variable Annuities
LLANY Separate Account R for Flexible Premium Variable Life Insurance
LLANY Separate Account S for Flexible Premium Variable Life Insurance
Lincoln Life & Annuity Flexible Premium Variable Life Account Y
C-1
Appendix D
AMERICAN FUNDS INSURANCE SERIES
CLASS 1:
Asset Allocation Fund
Blue Chip Income and Growth Fund
Bond Fund
Cash Management Fund
Global Discovery Fund
Global Growth Fund
Global Small Capitalization Fund
Growth Fund
Growth-Income Fund
High-Income Bond Fund
International Fund
New World Fund
U.S. Government/AAA-Rated Securities Fund
CLASS 2:
Asset Allocation Fund
Blue Chip Income and Growth Fund
Bond Fund
Cash Management
Global Discovery Fund
Global Growth Fund
Global Small Capitalization Fund
Growth Fund
Growth-Income Fund
High-Income Bond Fund
International Fund
New World Fund
U.S. Government/AAA-Rated Securities Fund
AMENDMENT NO. 1 TO
APPENDIX B
EFFECTIVE MAY 1, 2004
American Legacy Variable Annuity**
American Legacy II Variable Annuity**
American Legacy III Variable Annuity*
American Legacy III C Share Variable Annuity*
American Legacy III Plus Variable Annuity*
American Legacy III View Variable Annuity*
American Legacy Shareholder's Advantage*
American Legacy Group
American Legacy Retirement Income Plan
American Legacy Life**
American Legacy Estate Builder
American Legacy Variable Life**
American Legacy VUL(DB) II*
American Legacy VUL(DB) IV*
American Legacy VUL(CV) III*
American Legacy VUL(CV) IV*
American Legacy SVUL III*
American Legacy SVUL IV*
Lincoln VUL(ONE)*
Lincoln Momentum VUL(ONE)*
Lincoln VUL(CV)*
Lincoln VUL(CV) II*
Lincoln VUL(CV) III*
Lincoln VUL(CV) IV*
Lincoln VUL(DB)*
Lincoln VUL(DB) II*
Lincoln VUL(DB) IV*
Lincoln VUL III**
Lincoln VUL MoneyGuard
Lincoln CVUL Series III*
Lincoln Corporate Variable 4*
Lincoln ChoicePlus*
Lincoln ChoicePlus Access*
Lincoln ChoicePlus Bonus
Lincoln ChoicePlus II*
Lincoln ChoicePlus II Access*
Lincoln ChoicePlus II Bonus*
Lincoln ChoicePlus II Advance*
Lincoln ChoicePlus Assurance (B Share)*
Lincoln ChoicePlus Assurance (C Share)*
Lincoln ChoicePlus Assurance (L Share)*
Lincoln ChoicePlus Assurance (Bonus)*
Lincoln ChoicePlus Momentum Income Option*
MultiFund(R) 1-4 Individual Variable Annuity
MultiFund(R) 5 Individual Variable Annuity
MultiFund(R) Select Individual Variable Annuity
MultiFund(R) Group Variable Annuity
Lincoln SVUL*
Lincoln SVUL II*
Lincoln SVUL III*
Group Variable Annuity (GVA) I, II, III
Xxxxx Fargo New Directions Core***
Xxxxx Fargo New Directions Access***
Xxxxx Fargo New Directions Access 4***
Director(TM)*
*Includes both the Lincoln National and LNY versions of this product.
**Class 1 shares are offered in these products.
***In connection with Xxxxx Fargo New Directions Core, Xxxxx Fargo New
Directions Access and Xxxxx Fargo New Directions Access 4 Contracts, Lincoln
National, as the issuer of these Contracts, agrees to make shares of American
Funds Insurance Series available through these Contracts only so long as they
are sold exclusively through registered representatives of Lincoln Financial
Advisors and Xxxxx Fargo Investments LLC. In the event that Xxxxx Fargo
undergoes a change in control or assigns its responsibilities with respect to
the Contracts to a third party, American Funds Insurance Series reserves the
right to discontinue making its shares available for purchase through these
Contracts.
Amendment No. 1 to
APPENDIX C
EFFECTIVE MAY 1, 2004
Lincoln National Variable Annuity Account C
Lincoln National Variable Annuity Account E
Lincoln Life Flexible Premium Variable Life Account F
Lincoln Life Flexible Premium Variable Life Account G
Lincoln National Variable Annuity Account H
Lincoln Life Flexible Premium Variable Life Account J
Lincoln National Variable Annuity Account L
Lincoln Life Flexible Premium Variable Life Account M
Lincoln Life Variable Annuity Account N
Lincoln Life Variable Annuity Account Q
Lincoln Life Flexible Premium Variable Life Account R
Lincoln Life Flexible Premium Variable Life Account S
Lincoln Life Variable Annuity Account W
Lincoln Life Flexible Premium Variable Life Account Y
Lincoln Life Flexible Premium Variable Life Account Z
Lincoln National Life Insurance Company Separate Account 46
Lincoln National Life Insurance Company Separate Account 48
Lincoln National Life Insurance Company Separate Account 49
Lincoln National Life Insurance Company Separate Account 52
Lincoln National Life Insurance Company Separate Account 54
Lincoln Life & Annuity Variable Annuity Account H
Lincoln Life & Annuity Flexible Premium Variable Life Account M
Lincoln New York Account N for Variable Annuities
LLANY Separate Account R for Flexible Premium Variable Life Insurance
LLANY Separate Account S for Flexible Premium Variable Life Insurance
Lincoln Life & Annuity Flexible Premium Variable Life Account Y
LNY Separate Account 401 for Group Annuities
C-1
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed and attested as of the date first above written.
THE LINCOLN NATIONAL LIFE INSURANCE
COMPANY (ON BEHALF OF THE ACCOUNTS AND ITSELF)
Attest:
By: /s/ Rise X .X. Xxxxxx
----------------------------------------
/s/ Xxxx Xx Xxxxxxxxx Rise X. X. Xxxxxx
------------------------------
Its: Vice President
LINCOLN LIFE & ANNUITY COMPANY OF NEW
YORK (ON BEHALF OF THE ACCOUNTS AND ITSELF)
Attest:
By: /s/ Rise X. X. Xxxxxx
----------------------------------------
/s/ Xxxx Xx Xxxxxxxxx Rise X. X. Xxxxxx
------------------------------
Its: 2nd Vice President
AMERICAN FUNDS INSURANCE SERIES
Attest:
By: /s/ Xxxx X. Xxxxxx
----------------------------------------
/s/ illegible Xxxx X. Xxxxxx
------------------------------
Its: Secretary
CAPITAL RESEARCH AND MANAGEMENT
COMPANY
Attest:
By: /s/ Xxxxxxx Xxxxxx
----------------------------------------
/s/ illegible Xxxxxxx X. Xxxxxx
------------------------------
Its: Vice President and Secretary
AMENDMENT NO. 4
TO THE
FUND PARTICIPATION AGREEMENT
DATED JULY 1, 2003
This Amendment to the Fund Participation Agreement (the "Agreement"), by
and among THE LINCOLN NATIONAL LIFE INSURANCE COMPANY, ("Lincoln National") a
life insurance company organized under the laws of the State of Indiana;
LINCOLN LIFE & ANNUITY COMPANY OF NEW YORK, ("LNY") a life insurance company
organized under the laws of the State of New York; AMERICAN FUNDS INSURANCE
SERIES ("Series"), an open-end management investment company organized under
the laws of the Commonwealth of Massachusetts, and CAPITAL RESEARCH AND
MANAGEMENT COMPANY ("CRMC"), a corporation organized under the laws of the
State of Delaware, is effective as of April 2, 2007, regardless of when
executed.
WHEREAS, a merger of Lincoln Life & Annuity Company of New York and
Jefferson Pilot LifeAmerica Insurance Company ("JPLA") occurred on or about
April 2, 2007;
WHEREAS, effective on or about Xxxxx 0, 0000, XXXX changed its state of
domicile from New Jersey to New York and changed its name to Lincoln Life &
Annuity Company of New York;
NOW THEREFORE, in consideration of the foregoing and of the mutual
covenants and conditions set forth herein and for other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged,
the parties agree to amend the Agreement as follows:
ASSIGNMENT. The parties consent to an assignment of the responsibilities of
the former Lincoln Life & Annuity Company of New York under this Agreement to
the new Lincoln Life & Annuity Company of New York.
Except as expressly supplemented, amended or consented to hereby, all of
the representations and conditions of the Agreement will remain unamended and
will continue to be in full force and effect.
IN WITNESS WHEREOF, each of the parties hereto has caused this Amendment
No. 4 to the Agreement to be executed in their names and on their behalf by
and through their duly authorized officers signing below.
THE LINCOLN NATIONAL LIFE INSURANCE COMPANY,
on behalf of itself and each relevant Account,
Attest:
/s/ Xxxxx X. Xxxxxxx By: /s/ Xxxxx X. Xxxxxxxxx
------------------------------- ---------------------------------
Its: Vice President
LINCOLN LIFE & ANNUITY COMPANY OF NEW YORK,
on behalf of itself and each relevant Account,
Attest:
/s/ Xxxxx X. Xxxxxxx By: /s/ Xxxxx X. Xxxxxxxxx
------------------------------- ---------------------------------
Its: Second Vice President
AMERICAN FUNDS INSURANCE SERIES,
by Capital Research and Management Company,
its investment adviser,
Attest:
/s/ Xxxxxx Xxxxxxx By: /s/ Xxxxxxx Xxxxxx
------------------------------- ---------------------------------
Its:
CAPITAL RESEARCH AND MANAGEMENT
COMPANY
Attest:
/s/ Xxxxxx Xxxxxxx By: /s/ Xxxxxxx Xxxxxx
------------------------------- ---------------------------------
Its:
