EXHIBIT 8(b)
AMENDMENT TO FUND PARTICIPATION AGREEMENT
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This amendment (this "Amendment"), dated as of March _____, 1997, to a Fund
Participation Agreement effective July 12, 1989 (the "Original Agreement"), is
executed by and among LINCOLN NATIONAL LIFE INSURANCE COMPANY ("Lincoln
National"), a life insurance company organized under the laws of the State of
Indiana, on behalf of itself and SEPARATE ACCOUNT H OF THE LINCOLN NATIONAL LIFE
INSURANCE COMPANY (the "Account"), a separate account established by Lincoln
National pursuant to the Indiana Insurance Code, and AMERICAN VARIABLE INSURANCE
SERIES (the "Series"), an open-end management investment company organized under
the laws of the Commonwealth of Massachusetts (collectively, the "Parties").
WITNESSETH:
WHEREAS, the Series, as originally established, authorized the issuance of
a single class of shares corresponding to each Fund of the Series; and
WHEREAS, the Series has reclassified its shares for each Fund into two
classes, Class 1 and Class 2 shares, and has redesignated all outstanding shares
as Class 1 shares; and
WHEREAS, the Series intends that Class 2 shares shall differ from Class 2
shares in that, among other things, Class 2 shares shall be subject to expenses
charged against Fund assets attributable to Class 2 shares under a distribution
plan adopted in accordance with Rule 12b-1 under the Investment Company Act of
1940; and
WHEREAS, Lincoln National desires to continue purchasing Class 1 shares for
the Contracts described in the Original Agreement, and desires to commence
purchasing Class 2 shares for another class of variable annuity contracts for
which a registration statement has been filed with the Securities and Exchange
Commission (the "Commission") and which will be marketed under the name
"American Legacy III Contracts"; and
WHEREAS, the Parties desire to extend the terms and conditions of the
Original Agreement to cover the Class 2 shares of the Funds of the Series;
NOW THEREFORE, in consideration of the foregoing, and of the mutual covenants
and conditions contained herein and in the Original Agreement, and of other good
and valuable consideration, the receipt and adequacy of which are hereby
acknowledged, Lincoln National, the Account and the Series hereby agree as
follows:
1. Class 1 Shares. Class 1 shares of each Fund shall continue to remain
available for purchase by the subaccounts of the Account on the same basis and
subject to the same terms and conditions as set forth in the Original Agreement.
2. Class 2 Shares. Class 2 shares of each Fund shall be made available to
subaccounts of the Account on the same basis and subject to the same terms and
conditions as set forth in the Original Agreement, except as otherwise provided
in Section 5 of this Amendment.
3. Defined Terms. Unless the context otherwise requires and except as
provided otherwise in Section 5 of this Amendment, all references in the
Original Agreement, as amended hereby, to the "Contracts" shall include the
American Legacy III Contracts; all references therein to "Shares" shall include
Class 1 and Class 2 shares of the Funds of the Series; and all references
therein to "Subaccounts" shall include subaccounts of the Account established to
invest in Class 2 shares of the Funds of the Series.
4. Orders. All redemption and purchase orders for shares shall specify
the applicable class of shares.
5. Special Terms and Conditions for the Class 2 Shares of the Funds of
the American Variable Insurance Series. The following terms and conditions shall
apply with respect to the Class 2 Shares of the Funds of the Series.
a. Effective Date. The rights and obligations, representations and
warranties, and other undertakings of the Parties under the Original
Agreement shall not take effect with respect to the Class 2 shares
of the Funds until the post-effective amendment to the Series'
registration statement relating to the establishment of the Class 2
shares has either been declared effective by the Commission or
becomes effective automatically and the registration statement for
the American Legacy III Contracts has been declared effective by
the Commission.
b. 12b-1 Plan. The Series shall take all necessary and appropriate
actions to ensure that the plan of distribution adopted by the Class
2 shares of the Funds pursuant to rule 12b-1 under the Investment
Company Act of 1940 is administered and operated in accordance
with all applicable rules and regulations promulgated by the
Commission which are either currently in effect or which may be
adopted from time to time.
6. Counterparts. This Amendment may be executed in two or more
counterparts, each of which, when so executed, shall be deemed to be an
original, but such counterparts taken together shall constitute but one and the
same instrument.
IN WITNESS WHEREOF, the undersigned parties have caused this Amendment to
be duly executed and attested as follows:
The Lincoln National Life Insurance Company on
behalf of itself and Separate Account H of the
Lincoln National Life Insurance Company
Attest: By:
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Attest: American Variable Insurance Series
By:
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