AMENDMENT NO. 1 TO FUND PARTICIPATION AGREEMENT
THIS AMENDMENT NO. 1 TO FUND PARTICIPATION AGREEMENT (the "Amendment') is
effective as of February 1, 1999, by and among LINCOLN NATIONAL LIFE INSURANCE
COMPANY (the "Company'), AMERICAN CENTURY INVESTMENT MANAGEMENT, INC ("ACDX),
and AMERICAN CENTURY INVESTMENT SERVICES, INC., F/K/A TWENTIETH CENTURY
SECURITIES, INC. (the "ACIS"). Capitalized terms not otherwise defined herein
shall have the meaning ascribed to them in the Agreement (defined below).
RECITALS
WHEREAS, the Company and ACIS are parties to that certain Fund
Participation Agreement dated September 26, 1996 (the "Agreement") in connection
with the participation by the Funds in Contracts offered by the Company to its
clients and the parties wish to supplement the Agreement as provided herein;
WHEREAS, since the date of the Agreement, Twentieth Century Securities,
Inc. has changed its name to American Century Investment Services, Inc.; and
WHEREAS, since the date of the Agreement, the Funds have changed their
names; and
WHEREAS, since the date of the Agreement, ACIS has ceased being the
Distributor of the Funds; and
NOW, THEREFORE, in consideration of the mutual promises set forth herein,
the parties hereto agree as follows:
1. FUNDS UTILIZE . The second "Whereas" clause of the Agreement is hereby
deleted in its entirety and replaced with the following language:
"WHEREAS, the Company wishes to offer as investment options under certain
of the Contracts, those mutual funds (each a "Fund" and collectively, the
"Funds") listed on Schedule B hereto, each such Fund a series of mutual
fund shares registered under the Investment Company Act of 1940, as
amended, and issued by American Century Variable Portfolios, Inc.; and"
2. ASSIGNMENT BY COMPANY. . ACIS hereby assigns all of its rights and
obligations under the Agreement to ACIM, and ACIM hereby accepts such
assignment. The Company hereby consents to such assignment. After the date of
this Amendment, all references to "Distributor" in the Agreement shall be deemed
to refer to ACIM.
3. COMPENSATION AND EXPENSES. Section 6(b) of the Agreement is hereby
deleted in its entirety and replaced with the following language:
(b) ACIM acknowledges that it derives a substantial savings in
administrative expenses, such as a reduction in expenses related to postage,
shareholder communications and recordkeeping, by virtue of having a single
shareholder account per Fund for the Accounts rather than having each Contract
Owner as a shareholder. In consideration of the Administrative Services and
performance of all other obligations under this Agreement by the, Company, ACIM
will pay the Company a fee (the "Administrative Services Fee') equal to 25 basis
points (0.25%) per annum of the average aggregate amount invested by the Company
under this Agreement, for as long as the average aggregate market value of the
investments by the Company in the Funds exceeds $50 million. In the event the
average aggregate AMOUNT INVESTED BY THE COMPANY DROPS BELOW $50 million, ACIM
shall pay Company 20 basis points (0.20%) per annum of the average aggregate
amount invested by the Company. For purposes of this Section 6(b), the average
aggregate investment amount of Company's investment shall include assets of UNUM
Life Insurance Company of America and First UNUM Life Insurance Company acquired
by Company.
4. SCHEDULES. Schedules A and B to the Agreement are hereby deleted
and replaced in their entirety with Schedules A and B attached hereto.
5 RATIFICATION AND CONFIRMATION OF AGREEMENT. In the event of a
conflict between the terms of this Amendment and the Agreement, it is the
intention of the parties that the terms of this Amendment shall control and the
Agreement shall be interpreted on that basis. To the extent the provisions of
the Agreement have not been amended by this Amendment, the parties hereby
confirm and ratify the Agreement.
6. COUNTERPARTS. This Amendment may be executed in two or more
counterparts, each of which shall be an original and all of which together shall
constitute one instrument.
7. FULL FORCE AND EFFECT. . Except as expressly supplemented, amended
or consented to hereby, all of the representations, warranties, terms, covenants
and conditions of the Agreement shall remain unamended and shall continue to be
in full force and effect.
IN WITNESS WHEREOF, the undersigned have executed this Amendment No. 1 as
of the date first above written.
LINCOLN NATIONAL LIFE AMERICAN CENTURY INVESTMENT MANAGEMENT, INC.
INSURANCE COMPANY By:
Name:
Title:
AMERICAN CENTURY INVESTMENT MANAGEMENT, INC.
By:
Xxxxxxx X. Xxxxx
Executive Vice President
AMERICAN CENTURY INVESTMENT SERVICES, INC.
By:
Xxxxxxx X. Xxxxx
Executive Vice President
AS AMENDED EFFECTIVE
FEBRUARY 1, 1999
SCHEDULE A
VARIABLE ANNUITY CONTRACTS
AND VARIABLE LIFE INSURANCE POLICIES
SUPPORTED BY SEPARATE ACCOUNTS
LISTED ON SCHEDULE B
Group Variable Annuity I
Group Variable Annuity II
Group Variable Annuity III
e-Annuity Variable Annuity
Multi Fund Individual Variable Annuity
Multi Fund Group Variable Annuity
CVUL Variable Life
AS AMENDED EFFECTIVE
February 1, 1999
SCHEDULE B
SEPARATE ACCOUNTS OF LINCOLN NATIONAL LIFE INSURANCE COMPANY
INVESTING IN CERTAIN FUNDS
SEPARATE ACCOUNT NAME AMERICAN CENTURY VP FUND(S) UTILIZED
Lincoln National Variable Annuity Account L VP Balanced; VP Capital Appreciation
Lincoln National Variable Annuity Account C VP International
Lincoln Life Variable Annuity Account Q VP International
Lincoln National Variable Annuity Account 53 VP International
Lincoln Life Flexible Premium Variable Life VP International; VP Income and Growth
Account S