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 ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇
▇▇▇▇▇, 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 the 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 posses 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/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Its: Vice President Its: Chief Financial Officer
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Amendment to Schedule A
To the 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-Registered Trademark- 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-Registered Trademark- 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-Registered Trademark-
(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/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Vice President Chief Financial Officer
