SELLING GROUP AGREEMENT
FOR LINCOLN FINANCIAL ADVISORS
Effective July 1, 1997 this Agreement is made between Lincoln Financial
Advisors [hereinafter called the "Broker"] and The Lincoln National Life
Insurance Company, located at 0000 Xxxxx Xxxxxxx Xxxxxx, Xxxx Xxxxx, Xxxxxxx
00000, an Indiana corporation [hereinafter called the "Company"].
In consideration of the mutual promises contained herein, the parties hereto
agree as follows:
A. Definitions
(1) Contract--variable annuity, and variable universal life insurance
contracts described in Schedule A attached hereto and issued by
the Company and for which the Company acts as the principal
underwriter. From time to time Schedule A may be amended. Such
amendments will be effective upon written notification to the
Broker that a new or amended Schedule A has been issued.
(2) Account--segregated investment accounts in which the Company sets
aside and invests the assets to fund the benefits under the
Contracts.
(3) Funds--Any of the mutual funds in which net purchase payments are
invested at net asset value pursuant to the directions of the
Contract owner.
(4) Registration Statement--the Registration Statements and amendments
thereto on file with the SEC relating to the Contracts, the
Account, and the Funds, including financial statements and all
exhibits, as applicable.
(5) Prospectus--the prospectus included within the Registration
Statements referred to herein.
(6) 1933 Act--the Securities Act of 1933, as amended.
(7) 1934 Act--the Securities and Exchange Act of 1934, as amended.
(8) 1940 Act-the Investment Company Act of 1940, as amended.
(9) SEC--the Securities and Exchange Commission.
B. Agreements of Company
(1) Company hereby authorizes Broker during the term of this Agreement
to solicit applications for Contracts from eligible persons,
provided that there is an effective Registration Statement
relating to such Contracts and provided further that Broker has
been notified by Company that the contracts are qualified for
sale under all applicable securities and insurance laws of the
state or jurisdiction in all applicable jurisdictions. In
connection with the solicitation of applications for Contracts,
Broker is hereby authorized to offer riders that are available
with the Contracts in accordance with instructions furnished by
Company.
(2) Company, during the terms of this Agreement, will notify Broker of
the issuance by the SEC of any stop order with respect to the
Registration Statement or any amendments thereto or the
initiation of any proceedings for that purpose or for any other
purpose relating to the Registration and/or offering of the
Contracts and of any other action or circumstance that may
prevent the lawful sale of the Contracts in any state or
jurisdiction.
(3) During the term of this Agreement, Company shall advise Broker of
any amendment to the Registration Statement or any amendment or
supplement to any Prospectus.
C. Agreements of Broker
(1) Broker represents that it is a properly registered and licensed
broker or dealer under federal and state securities laws and
regulations and a member in good standing of the National
Association of Securities Dealers, Inc. [hereinafter "NASD"]
and agrees to notify Company immediately if Broker ceases to be
so registered or licensed or a member in good standing of the
NASD. Further, Broker represents that each of its agents
licensed to sell contracts [each respectively referred to
hereinafter as "the Agent"] will be soliciting applications for
Contracts under this Agreement. Broker represents that the Agent
is a fully-registered representative of the Broker and moreover
that the Agent is a registered representative in good standing
with the NASD, with accreditation to sell the Contracts as
required by the NASD.
(2) Commencing at such time as Company and Broker shall agree upon,
Broker agrees to use its best efforts to find purchasers for
the Contracts acceptable to the Company. In meeting its
obligation to use its best efforts to solicit applications for
Contracts, Broker shall, during the term of this Agreement,
engage in the following activities:
(a) Continuously utilize training, sales, and only such
promotional materials which have been approved by Company
for those Contracts defined in this Agreement.
(b) Abide by all rules and regulations of the NASD, including its
Conduct Rules (which shall control and override any provision
to the contrary in this Agreement), and company with all
applicable federal and state laws, rules and regulations.
Broker is responsible for supervision of Agent and other
associated persons which will enable Broker to assure that
Agent and associated persons are in compliance with applicable
securities laws, rules, regulations and statements of policy
promulgated thereunder.
(c) After reasonable inquiry of each applicant, Broker shall take
reasonable steps to ensure that the Agent shall not make
recommendations to an applicant to purchase a Contract in the
absence of reasonable grounds to believe that the purchase of
the Contract is suitable for such applicant.
(3) All payments for Contracts collected by the Agent shall be held at
all times in a fiduciary capacity and shall be remitted
promptly, in full, together with such applications, forms, and
other required documentation to the designated office of the
Company. Checks or money orders in payment of initial premiums
shall be drawn to the order of The Lincoln National Life
Insurance Company. Broker acknowledges that the Company retains
the ultimate right to control the sale of the Contracts and
that the Company shall have the unconditional right to reject,
in whole or in part, any application for the Contract. In the
event Company rejects an application, Company will immediately
return all payments directly to the purchaser, and the Broker
will be notified of such action. In the event that any
purchaser of a Contract elects to return such Contract, as
allowed by the applicable state law, federal law or NASD
Conduct Rules, the purchaser will receive a refund in
accordance with the provisions of the applicable law or rule.
(4) Broker shall return any related sales commission to the Company,
if a Contract is tendered for redemption within seven business days
after acceptance of the Contract application.
(5) Broker shall act as an independent contractor, and nothing
contained herein shall make Broker or any one of its employees,
or the Agent, an employee of Company in connection with the
solicitation of, or applications for, Contracts. The Broker, the
Agent, and the employees of either the Broker or Agent shall
not hold themselves out to be employees of Company in this
connection or in any dealings with the public.
(6) Broker agrees that any material it develops, approves or uses for
sales, training, explanatory or other purposes including
illustrations in connection with the solicitation of
applications for Contracts hereunder (other than generic
advertising materials which do not make specific reference to
the Contracts) will not be used without the prior written
consent of Company and, where appropriate, the endorsement of
Company.
(7) Solicitation and other activities by Broker shall be undertaken
only in accordance with applicable laws and regulations. The
Agent shall not solicit applications for the Contracts until
duly licensed and appointed by the Company as a life insurance
and variable contract broker or agent of Company in the
appropriate states or other jurisdictions. Broker shall ensure
that the Agent fulfills any training requirements necessary to
be licensed to sell such products. Broker understands and
acknowledges that neither it nor the Agent is authorized by
Company to give any information or make any representation in
connection with this Agreement or the offering of the Contracts
other than those contained in the Prospectus or other
solicitation material authorized in writing by Company.
(8) Broker shall not have authority on behalf of Company to make,
alter, or discharge any Contract or other form; waive any
forfeiture; extend the time of paying any premium; or receive
any monies or premiums due, or to become due, to Company,
except as set forth in Section C(3) of this Agreement. Broker
shall not expend, nor contract for the expenditure of the funds
of Company, nor shall Broker possess or exercise any authority
on behalf of the Company under this Agreement.
(9) Broker shall have the responsibility for maintaining the records
of the Agent. Broker shall maintain such other records as are
required of it by applicable laws and regulations. The books,
accounts and records of Company, the Account and Broker
relating to the sale of the Contract shall be maintained so as
to clearly and accurately disclose the nature and details of
the transactions. All records maintained by the Broker in
connection with this Agreement shall be the property of the
Company and shall be returned to the Company upon termination
of this Agreement, free from any claims or retention of rights
by the Broker. Nothing in this Section C(9) shall be
interpreted to prevent the Broker from retaining copies of any
such records which the Broker, in its discretion, deems
necessary or desirable to keep. The Broker shall keep
confidential any information obtained pursuant to this
Agreement, and shall disclose such information, only if the
Company has authorized such disclosure, or if such disclosure
is expressed or required by an applicable federal or state
regulatory authority.
D. Compensation
(1) Company shall arrange for the payment of commissions to the Agent
as compensation for the sale of each Contract sold by the
Agent. Compensation shall be paid according to the terms of
Section B of the Broker and Agent Contracts entered into
between the Company and the Broker, and the Company and the
Agent. No compensation is payable unless the Broker and the
Agent have first complied with all applicable insurance laws,
rules, and regulations. Company shall identify to the Broker,
with each such payment, the name of the Agent as the one who
solicited each Contract covered by the payment.
(2) Neither Broker nor the Agent shall have any right to withhold or
deduct any part of any premium it shall receive for the
purposes of the payment of commission or otherwise.
(3) Upon termination of this Agreement, the Company will pay
commissions to the Agent only to the extent provided in Section
B of the Agent's Contract entered into between the Company and
the Agent. Furthermore, in the event of termination, Company
will pay commissions to the Broker only to the extent provided
in Section B of the Broker's contract entered into between the
Company and the Agent.
(4) No commissions will be paid for the sale of Contracts not listed in
Schedule A.
(5) No commissions will be paid for the sale of Contracts in
jurisdictions in which the Broker and/or its Agents are not
duly licensed.
E. Complaints and Investigations
(1) Broker and Company jointly agree to cooperate fully in any
insurance regulatory investigation or proceeding or judicial
proceeding arising in connection with the contracts marketed
under this Agreement. Broker and Company further agree to
cooperate fully in any securities regulatory investigation or
proceeding or judicial proceeding with respect to Broker,
Company, their affiliates and the Agent to the extent that such
investigation or proceeding is in connection with Contracts
marketed under this Agreement. Broker and Company shall furnish
applicable federal and state regulatory authorities with any
information or reports in connection with their services under
this Agreement which such authorities may request in order to
ascertain whether the Company's or Broker's operations are being
conducted in a manner consistent with any applicable law or
regulation.
(2) Broker warrants and represents that as of the date of execution of
this Agreement, it has no knowledge of any pending or threatened
complaint or investigation instituted against any of its Agents
relating to the sale of any Contracts listed in Schedule A.
F. Termination of Agreement
(1) This Agreement shall continue in force unless terminated by either
party pursuant to Section A of the Broker Contract entered into
between the Company and Broker.
(2) Upon termination of this Agreement, all authorizations, rights and
obligations themselves shall cease except (a) the agreements
contained in Section E hereof; and (b) the indemnity agreement
set forth in Section G hereof.
G. Indemnity
(1) Broker shall be held to the exercise of reasonable care in carrying
out the provisions of this Agreement.
(2) Company agrees to indemnify and hold harmless Broker and each
officer or director of Broker against any losses, claims,
damages or liabilities, joint or several, to which Broker or
such officer or director becomes subject, under the 1933 Act or
otherwise, insofar as such losses, claims, damages or
liabilities (or actions in respect thereof) arise out of, or
are based upon, any untrue statement or alleged untrue
statement of a material fact, required to be stated therein or
necessary to make these statements therein not misleading,
contained in any Registration Statement or any post-effective
amendment thereof or in the Prospectus, or any sales literature
provided by the Company.
(3) Broker agrees to indemnify and hold harmless Company and each of
its current and former directors and officers and each person,
if any, who controls or has controlled the Company within the
meaning of the 1933 Act of the 1934 Act, against any losses,
claims, damages or liabilities to which Company and any such
director or officer or controlling person may become subject,
under the 1933 Act or otherwise, insofar as such losses,
claims, damages or liabilities (or actions in respect there)
arise out of, or are based upon:
(a) Any unauthorized use of sales materials or any verbal or
written misrepresentations or any unlawful sales
practices concerning the Contracts by Broker, its agents
and its employees; or
(b) Claims by the Agent, Broker or their employees for
commissions, service fees, development allowances or other
compensation or remuneration of any type; or
(c) The failure of Broker, its officers, employees, or the
Agent to comply with the provisions of this Agreement; or
(d) The fraudulent, malicious, intentional, reckless, knowing or
negligent acts or omissions of Broker's employees, officers,
agents or sales persons;
and Broker will reimburse Company and any director or officer
or controlling person of either for any legal or other expenses
reasonably incurred by Company, or such director, officer of
controlling person in connection with investigating or
defending any such loss, claim, damage, liability, or action.
This indemnity agreement will be in addition to any liability
which Broker may otherwise have.
H. Assignability
(1) This Agreement shall not be assigned by either party without the
written consent of the other.
I. Governing Law
(1) This Agreement shall be governed by and construed in accordance
with the laws of the State of Indiana.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed this 26th day of June, 1997.
The Lincoln National Life Insurance Company Lincoln Financial Advisors, Inc.
[COMPANY] [BROKER]
By: /s/ Xxxxx X. Xxxxxxxxx By: Xxxxxxx X. Xxxxxx
----------------------------------- ---------------------------
Its: Vice President Its: Chief Financial Officer
----------------------------------- ---------------------------
Schedule A
to the
Selling Group Agreement
Between
The Company and The Broker
The following is a list of Contracts that Broker has been
granted authority by the Company to sell:
1. Lincoln National Life Insurance Company
Multi Fund(R) Variable Annuity Contracts
2. Lincoln National Life Insurance Company
Variable Universal Life III Contracts
Selling Group Agreement
Between
The Company and The Broker
Effective February 9, 1999
The following is a list of Contracts that Broker has been
granted authority by the Company to sell:
1. Lincoln National Life Insurance Company
Multi-Fund(R) Variable Annuity Contracts
(Lincoln National Variable Annuity Account C)
2. Lincoln National Life Insurance Company
Variable Universal Life III Contracts
(Lincoln Life Flexible Premium Variable Life Account G)
3. Lincoln National Life Insurance Company
Multi-Fund(R) Variable Life
(Lincoln Life Flexible Premium Variable Life Account K)
4. Lincoln National Life Insurance Company
VUL I
(Lincoln Life Flexible Premium Variable Life Account M)
5. Lincoln National Life Insurance Company
Delaware-Lincoln ChoicePlus
Delaware-Lincoln ChoicePlus XL
(Lincoln National Variable Annuity Account N)
6. Lincoln National Life Insurance Company
Group Multi-Fund(R)
(Lincoln Life Variable Annuity Account Q)
7. Lincoln National Life Insurance Company
SVUL
(Lincoln Life Flexible Premium Variable Life Account R)
IN WITNESS WHEREOF, each of the parties hereto has
caused this Amendment to Schedule A to be executed in its
name and behalf by its duly authorized officer specified
below.
THE LINCOLN NATIONAL LIFE LINCOLN FINANCIAL
INSURANCE COMPANY [COMPANY] ADVISORS, INC. [BROKER]
By: /s/ Xxxxx X. Xxxxxxxxx By: /s/ Xxxxxxx X. Xxxxxx
------------------------ -----------------------
Xxxxx X. Xxxxxxxxx Xxxxxxx X. Xxxxxx
Vice President Chief Financial Officer
Amendment to Schedule A
To the Selling Group Agreement
Between
The Company and The Broker
Effective October 15, 1999
The following is a list of Contracts that Broker has been
granted authority by the Company to sell:
1. Lincoln National Life Insurance Company
Multi-Fund(R) Variable Annuity Contracts
(Lincoln National Variable Annuity Account C)
2. Lincoln National Life Insurance Company
Variable Universal Life III Contracts
(Lincoln Life Flexible Premium Variable Life Account G)
3. Lincoln National Life Insurance Company
Multi-Fund(R) Variable Life
(Lincoln Life Flexible Premium Variable Life Account K)
4. Lincoln National Life Insurance Company
VUL I
(Lincoln Life Flexible Premium Variable Life Account M)
5. Lincoln National Life Insurance Company
Delaware-Lincoln ChoicePlus
Delaware-Lincoln ChoicePlus XL
(Lincoln National Variable Annuity Account N)
6. Lincoln National Life Insurance Company
Group Multi-Fund(R)
(Lincoln Life Variable Annuity Account Q)
7. Lincoln National Life Insurance Company
SVUL
(Lincoln Life Flexible Premium Variable Life Account R)
8. Lincoln National Life Insurance Company
eAnnuity(TM) Variable Annuity Contracts
(Lincoln National Variable Annuity Account C)
IN WITNESS WHEREOF, each of the parties hereto has caused this
Amendment to Schedule A to be executed in its name and behalf by its
duly authorized officer specified below.
THE LINCOLN NATIONAL LIFE LINCOLN FINANCIAL INSURANCE
COMPANY [COMPANY] ADVISORS, INC. [BROKER]
By: /s/ Xxxxx X. Xxxxxxxxx By:
---------------------------- -------------------------
Xxxxx X. Xxxxxxxxx Xxxxxxx X. Xxxxxx
Vice President Chief Financial Officer
IN WITNESS WHEREOF, each of the parties hereto has caused
this Amendment to Schedule A to be executed in its name and behalf by its duly
authorized officer specified below.
THE LINCOLN NATIONAL LIFE LINCOLN FINANCIAL INSURANCE
COMPANY [COMPANY] ADVISORS,INC. [BROKER]
By: By: /s/ Xxxxxxx X. Xxxxxx
------------------------- -------------------------
Xxxxx X. Xxxxxxxxx Xxxxxxx X. Xxxxxx
Vice President Chief Financial Officer
Amendment to Schedule A
To the Selling Group Agreement
Between
The Company and The Broker
Effective November 22, 1999
The following is a list of Contracts that Broker has been
granted authority by the Company to sell:
1. Lincoln National Life Insurance Company
Multi-Fund(R) Variable Annuity Contracts
(Lincoln National Variable Annuity Account C)
2. Lincoln National Life Insurance Company
Variable Universal Life III Contracts
(Lincoln Life Flexible Premium Variable Life Account G)
3. Lincoln National Life Insurance Company
Multi-Fund(R) Variable Life
(Lincoln Life Flexible Premium Variable Life Account K)
4. Lincoln National Life Insurance Company
VUL I
(Lincoln Life Flexible Premium Variable Life Account M)
5. Lincoln National Life Insurance Company
Delaware-Lincoln ChoicePlus
Delaware-Lincoln ChoicePlus XL
(Lincoln National Variable Annuity Account N)
6. Lincoln National Life Insurance Company
Group Multi-Fund(R)
(Lincoln Life Variable Annuity Account Q)
7. Lincoln National Life Insurance Company
SVUL
(Lincoln Life Flexible Premium Variable Life Account R)
8. Lincoln National Life Insurance Company
eAnnuity(TM) Variable Annuity Contracts
(Lincoln National Variable Annuity Account C)
IN WITNESS WHEREOF, each of the parties hereto has caused this
Amendment to Schedule A to be executed in its name and behalf by its
duly authorized officer specified below.
THE LINCOLN NATIONAL LIFE LINCOLN FINANCIAL
COMPANY [COMPANY] ADVISORS, INC. [BROKER]
By: /s/ Xxxxx X. Xxxxxxxxx By: /s/ Xxxxxxx X. Xxxxxx
---------------------------- -------------------------
Xxxxx X. Xxxxxxxxx Xxxxxxx X. Xxxxxx
Vice President Second Vice President
and Controller
Amendment to Schedule A
To the Selling Group Agreement
Between
The Company and The Broker
Effective February 14, 2000
The following is a list of Contracts that Broker has been granted authority
by the Company to sell:
1. Lincoln National Life Insurance Company
Multi-Fund(R) Variable Annuity Contracts
(Lincoln National Variable Annuity Account C)
2. Lincoln National Life Insurance Company
Variable Universal Life III Contracts
(Lincoln Life Flexible Premium Variable Life Account G)
3. Lincoln National Life Insurance Company
Multi-Fund(R) Variable Life
(Lincoln Life Flexible Premium Variable Life Account K)
4. Lincoln National Life Insurance Company
VUL I
(Lincoln Life Flexible Premium Variable Life Account M)
5. Lincoln National Life Insurance Company
Delaware-Lincoln ChoicePlus
Delaware-Lincoln ChoicePlus XL
(Lincoln Life Variable Annuity Account N)
6. Lincoln National Life Insurance Company
Group Multi-Fund(R)
(Lincoln Life Variable Annuity Account Q)
7. Lincoln National Life Insurance Company
SVUL
(Lincoln Life Flexible Premium Variable Life Account R)
8. Lincoln National Life Insurance Company
eAnnuity(TM) Variable Annuity Contracts
(Lincoln National Variable Annuity Account C)
9. Lincoln National Life Insurance Company
Lincoln Director(TM)
IN WITNESS WHEREOF, each of the parties hereto has caused this Amendment to
Schedule A to be executed in its name and behalf by its duly authorized officer
specified below.
THE LINCOLN NATIONAL LIFE LINCOLN FINANCIAL ADVISORS, INC.
INSURANCE COMPANY [COMPANY] [BROKER]
By: /s/ Xxxxx X. Xxxxxxxxx By: /s/ Xxxxxxx X. Xxxxxx
----------------------- ------------------------
Xxxxx X. Xxxxxxxxx Xxxxxxx X. Xxxxxx
Vice President Second Vice President and
Controller
Amendment to Schedule A
To the Selling Group Agreement
Between
The Company and The Broker
Effective September 26, 2000
The following is a list of Contracts that Broker has been granted authority
by the Company to sell:
1. Lincoln National Life Insurance Company
Multi-Fund(R) Variable Annuity Contracts
(Lincoln National Variable Annuity Account C)
2. Lincoln National Life Insurance Company
Variable Universal Life III Contracts
(Lincoln Life Flexible Premium Variable Life Account G)
3. Lincoln National Life Insurance Company
Multi-Fund(R) Variable Life
(Lincoln Life Flexible Premium Variable Life Account K)
4. Lincoln National Life Insurance Company
VUL I
(Lincoln Life Flexible Premium Variable Life Account M)
5. Lincoln National Life Insurance Company
Lincoln ChoicePlus
Lincoln ChoicePlus XL
Lincoln ChoicePlus Access
Lincoln ChoicePlus Bonus
(Lincoln Life Variable Annuity Account N)
6. Lincoln National Life Insurance Company
Group Multi-Fund(R)
(Lincoln Life Variable Annuity Account Q)
7. Lincoln National Life Insurance Company
SVUL
(Lincoln Life Flexible Premium Variable Life Account R)
8. Lincoln National Life Insurance Company
eAnnuity(TM) Variable Annuity Contracts
(Lincoln National Variable Annuity Account C)
9. Lincoln National Life Insurance Company
Lincoln Director(TM)
10. Lincoln National Life Insurance Company
CVUL
(Lincoln Life Flexible Premium Variable Life Account S)
IN WITNESS WHEREOF, each of the parties hereto has caused this Amendment to
Schedule A to be executed in its name and behalf by its duly authorized officer
specified below.
THE LINCOLN NATIONAL LIFE LINCOLN FINANCIAL ADVISORS, INC.
INSURANCE COMPANY [COMPANY] [BROKER]
By: /s/ G. Xxxxxxx Xxxxxxxx By: /s/ Xxxxxxx X. Xxxxxx
----------------------- ------------------------
G.Xxxxxxx Xxxxxxxx Xxxxxxx X. Xxxxxx
Second Vice President Second Vice President and
Controller
Amendment to Schedule A
To the Selling Group Agreement
Between
The Lincoln National Life Insurance Company
and
Lincoln Financial Advisors Corporation
Effective August 1, 2001
The following is a list of Contracts that Broker has been granted authority
by the Company to sell:
1. Lincoln National Life Insurance Company
Multi-Fund(R) Variable Annuity Contracts
(Lincoln National Variable Annuity Account C)
2. Lincoln National Life Insurance Company
Variable Universal Life III Contracts
(Lincoln Life Flexible Premium Variable Life Account G)
3. Lincoln National Life Insurance Company
Multi-Fund(R) Variable Life
(Lincoln Life Flexible Premium Variable Life Account K)
4. Lincoln National Life Insurance Company
VUL I
VUL(CV)
VUL(DB)
VUL(CVII)
LVUL-MG
(Lincoln Life Flexible Premium Variable Life Account M)
5. Lincoln National Life Insurance Company
Lincoln ChoicePlus
Lincoln ChoicePlus Access
Lincoln ChoicePlus Bonus
Lincoln ChoicePlus II
Lincoln ChoicePlus II Access
Lincoln ChoicePlus II Bonus
Lincoln ChoicePlus II Advance
(Lincoln National Variable Annuity Account N)
6. Lincoln National Life Insurance Company
Group Multi-Fund(R)
(Lincoln Life Variable Annuity Account Q)
7. Lincoln National Life Insurance Company
SVUL
(Lincoln Life Flexible Premium Variable Life Account R)
IN WITNESS WHEREOF, each of the parties hereto has caused this
Amendment to Schedule A to be executed in its name and behalf by its duly
authorized officer specified below.
THE LINCOLN NATIONAL LIFE LINCOLN FINANCIAL
INSURANCE COMPANY [COMPANY] ADVISORS CORPORATION
[BROKER]
By: By:
------------------------ ------------------------
Xxxxxxx X. Xxxxxxxxx J. Michael Hemp
Vice President President
