SEI BROKER GROUP AGREEMENT
THIS AGREEMENT ("Agreement") dated as of April 5, 2000, by and between THE
LINCOLN NATIONAL LIFE INSURANCE COMPANY ("Lincoln"), an Indiana insurance
corporation, and SEI INVESTMENTS DISTRIBUTION COMPANY ("SEI"), a Pennsylvania
corporation.
WITNESSETH:
WHEREAS, Lincoln issues and sells certain variable annuity contracts and is
the principal underwriter and distributor of these contracts; and
WHEREAS, Lincoln has established Separate Account T for the purpose of
issuing the contracts and has registered that account with the Securities and
Exchange Commission as a unit investment trust under the Investment Company Act
of 1940; and
WHEREAS, the contracts to be issued by Lincoln will be registered with the
Commission for offer and sale to the public, and otherwise are in compliance
with all applicable laws; and
WHEREAS, SEI is a broker-dealer registered under the Securities Exchange
Act of 1934 and a member of the National Association of Securities Dealers,
Inc.; and
WHEREAS, an affiliate of SEI serves as the investment adviser to fund
serving as the underlying investment options under the Lincoln contracts; and
WHEREAS, Lincoln and SEI desire that the contracts be distributed only
through SEI's network of broker-dealers and registered investment advisers;
NOW, THEREFORE, in consideration of their mutual promises under this
Agreement and the benefits that will inure to Lincoln, including the issuer of
the contracts and to SEI and its affiliates, including as investment advisor to
the underlying funds, and for no additional compensation, Lincoln and SEI hereby
agree as follows:
1. Definitions.
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a) 1933 Act - The Securities Act of 1933, as it may be amended from time
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to time.
b) 1934 Act - The Securities Exchange Act of 1934, as it may be amended
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from time to time.
c) 1940 Act - The Investment Company Act of 1940, as it may be amended
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from time to time.
d) Account - Lincoln Life Separate Account T.
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e) Associated Person - This term as used in this Agreement shall have the
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meaning assigned to it in the 0000 Xxx.
f) Broker - An entity registered as a broker-dealer and licensed as a
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life insurance agent (or associated with an entity so licensed in
accordance with any applicable SEC no-action letter) that becomes a
member of the selling group in accordance with Section 2 of this
Agreement.
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g) Contracts - The variable annuity contracts described more specifically
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on Schedule 1 to this Agreement, which may be amended from time to
time as mutually agreed by the parties. The term "Contracts" shall
include any riders to such Contracts and any other Contracts offered
in connection therewith or any Contracts for which such Contracts may
be exchanged or converted. The phrase "a class of Contracts" shall
mean those variable annuity contracts issued on the same policy form
or forms and covered by the same Registration Statement, as shown on
Schedule 1 to this Agreement.
h) Contract Prospectus - At any time while this Agreement is in effect,
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the current Prospectus relating to the Contracts most recently filed
with the SEC, including any supplements. (For purposes of Sections 7.a
and 11 of this Agreement, however, the term "any Prospectus" means any
document that is or at any time was a Prospectus within the meaning of
this Section 1.h.)
i) Contract Registration Statement - At any time while this Agreement is
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in effect, the currently effective registration statement filed with
the SEC under the 1933 Act, or currently effective post-effective
amendment thereto, relating to a class of Contracts, including
financial statements included in, and all exhibits to, such
registration statement or post-effective amendment. (For purposes of
Sections 7.a and 11 of this Agreement, however, the term "Contract
Registration Statement" means any document that is or at any time was
a Contract Registration Statement within the meaning of this Section
1.i.)
j) Fund - Any fund or series thereof in which an Account supporting the
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Contracts invests. (Plural, "Funds")
k) Fund Prospectus - At any time while this Agreement is in effect, the
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current prospectus for a Fund as filed with the SEC, including any
supplements. (For purposes of Sections 7.c and 11 of this Agreement,
however, the term "Fund Prospectus" means any document that is or at
any time was a Fund Prospectus within the meaning of this Section
1.k.)
l) Fund Registration Statement - At any time while this Agreement is in
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effect, the currently effective registration statement filed with the
SEC under the 1933 Act, or currently effective post-effective
amendment thereto, for shares of a Fund. (For purposes of Section 11
of this Agreement, however, the term "Fund Registration Statement"
means any document that is or at any time was a Fund Registration
Statement within the meaning of this Section 1.l.)
m) NASD - The National Association of Securities Dealers, Inc.
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n) Participation Agreement - An agreement between Lincoln and a Fund
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relating to the investment of assets of Lincoln Accounts in such Fund.
o) Purchase Payment - A payment made under a Contract by an applicant or
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purchaser to purchase benefits under the Contract.
p) Regulations - The rules and regulations promulgated by the SEC under
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the 1933 Act, the 1934 Act and the 1940 Act as in effect at the time
this Agreement is executed or thereafter promulgated, and as they may
be amended from time to time.
q) Representative - An Associated Person of SEI or a Broker registered
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with the NASD as a registered representative or principal of SEI or
Broker, as the case may be.
r) SEC - Securities and Exchange Commission.
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s) Selling Group - The group of Brokers that sign Selling Group
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agreements with Lincoln permitting them to sell the Contracts.
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2. Creation of Selling Group; Licensing and Appointment
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a) SEI will use its best efforts to contact its network of Brokers and
recommend that they become part of the Selling Group. Schedule 2
includes the initial list of Brokers that SEI intends to contact, and
Lincoln acknowledge that it does not object to including in the
Selling Group any Broker listed in Schedule 2, provided that the
Broker meets all reasonably required regulatory and licensing
requirements and the Broker agrees to a Selling Group agreement
meeting the requirements of Section 2.b and a standard commission
schedule for the Contracts. SEI may contact and recommend additional
Brokers (and there shall be no need to amend Schedule 2 to list all
such recommended Brokers), and Lincoln will have the right to reject
any such recommendation, but it will not do so arbitrarily or
unreasonably. Before Lincoln rejects any recommended Broker, Lincoln
will contact SEI to determine whether there has been any mistake or
miscommunication. The parties agree that the Brokers listed on
Schedule 3 will not be part of the Selling Group. The parties may
amend Schedule 3 from time to time with the written consent of both
parties. The Selling Group will include only Brokers recommended by
SEI. Lincoln agrees that it will include in the Selling Group all
Brokers recommended by SEI provided that the Broker meets all
reasonably required regulatory and licensing requirements and the
Broker agrees to a dealer agreement meeting the requirements of
Section 2.b and a standard commission schedule for the Contracts.
Lincoln agrees that it will not engage in any distribution or
wholesaling activities with respect to the Contracts other than
through the Selling Group, without SEI's prior written consent.
Lincoln agrees that it will not authorize any person (other than SEI
and the Brokers selected for the Selling Group in accordance with this
Section), as principal underwriter, wholesaler or otherwise, to engage
in any distribution or wholesaling activities with respect to the
Contracts, without SEI's prior written consent.
b) Lincoln will form the Selling Group by entering into a Selling Group
agreement with each Broker selected for the Selling Group in
accordance with Section 2.a of the Agreement; provided, however, that
Lincoln will enter into such Selling Group agreements only with SEI's
agreement, which shall be noted on the signature page of the Selling
Group agreement itself and which shall not be unreasonably withheld.
Any such Selling Group agreement will be in a form set forth in
Schedule 5 or in another form mutually acceptable to Lincoln and SEI
and will provide: (i) the Broker (or an affiliated person duly
registered as a broker-dealer with the SEC) shall train, supervise,
and be solely responsible for the conduct of, all of its Associated
Persons in the proper method of solicitation, sale and delivery of the
Contracts for the purpose of complying on a continuous basis with the
NASD Conduct Rules and with federal and state securities and insurance
law requirements applicable in connection with the offering and sale
of the Contracts; (ii) that each Broker will distribute the Contracts
only in those jurisdictions in which the Contracts are registered or
qualified for sale and only through duly licensed registered
representatives of the Brokers who are fully licensed and appointed
with Lincoln to sell the Contracts in the applicable jurisdiction(s);
(iii) that all applications and initial and subsequent payments under
the Contracts collected by the Broker will be remitted promptly by the
Broker to Lincoln or its agent at such address as Lincoln may from
time to time designate; (iv) that each Broker will comply with all
applicable federal and state
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laws, rules and regulations; and (v) the Broker shall be solely
responsible for all compensation paid to its Representatives and all
related tax reporting that may be required under applicable law; (vi)
the Broker and its Representatives shall not use, develop or
distribute any promotional, sales or advertising material that has not
been approved in writing by Lincoln and SEI and filed with the
appropriate governmental or regulatory agencies; and (vii) the Broker
shall not have authority, on behalf of Lincoln or SEI, to make, alter
or discharge any Contract or other contract entered into pursuant to a
Contract; to waive any Contract forfeiture provision; to extend the
time of paying any Purchase Payment; to receive any monies or Purchase
Payments (except for the sole purpose of forwarding monies or Purchase
Payments to Lincoln); or to expend, or contract for the expenditure
of, funds of Lincoln or SEI. Lincoln will amend the Selling Group
agreements only with the consent of SEI. SEI will promptly respond to
any request that it approve a new Selling Group agreement or an
amendment to an existing Selling Group agreement.
c) Lincoln shall have the responsibility for and bear the cost of
appointing and renewing appointments for Brokers and/or Associated
Persons as insurance agents of Lincoln in those states where such
Brokers and/or Associated Persons possess insurance agent licenses.
Neither SEI nor Lincoln shall have responsibility for, or bear the
cost of, any registration or licensing of Brokers or any of their
Associated Persons with the SEC, NASD or any state insurance
governmental or regulatory agency. Lincoln shall maintain the
appointment records of all agents appointed by Lincoln to distribute
the Contracts contemplated by this Agreement.
d) Upon reasonable request of Lincoln, SEI will provide reasonable
assistance to Lincoln if Lincoln, after reasonable effort, is having
difficulty communicating with or obtaining the necessary documents
from a Broker recommended by SEI. Although SEI will provide this
limited communication assistance, SEI will not be responsible for
negotiating the actual Selling Group agreement or the appointment
process.
e) Neither SEI nor Lincoln will have any supervisory responsibility (as
such supervision is contemplated by the 1934 Act or the NASD's Conduct
Rules) with respect to Brokers or their Representatives. Under no
circumstances will SEI be responsible for the failure of a Broker or a
Broker's Representative to comply with any selling or administrative
procedures established by Lincoln.
f) Lincoln shall consult with SEI prior to any refusal by Lincoln, on
grounds of insufficient production of premium income for Lincoln
products, to renew the appointment of any Broker or Associated Person
appointed to Lincoln under Section 2.b above. Lincoln agrees that it
will renew the appointment of any such Broker or Associated Person if
SEI agrees to reimburse Lincoln for the cost of the fee charged by the
State for the renewal.
g) SEI shall not purchase Contracts from, nor sell Contracts for,
Lincoln, nor shall it have any direct or indirect participation in
such undertakings, and nothing contained in this Agreement shall
constitute SEI an "underwriter" or a "principal underwriter" of any of
the Contracts, as those terms are defined in the 1933 Act, the 1934
Act and the 1940 Act.
3. Marketing and Sales Material.
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a) SEI shall be responsible for drafting, designing, printing and mailing
of all
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promotional, sales and advertising materials to be developed in
connection with the distribution of the Contracts and the Funds. SEI
shall be responsible for all costs and expenses of these activities.
Lincoln will cooperate with SEI in the development of these materials.
No such materials shall be used without the prior approval of Lincoln,
which approval shall not be unreasonably withheld.
b) SEI shall be responsible for drafting and designing marketing and
sales related content associated with any SEI annuity websites.
Lincoln shall be responsible for drafting and designing service
related content associated with post-sale activities. SEI and Lincoln
will agree on SEI annuity website designs, hypertext links and costs
prior to publication.
c) SEI shall be responsible for filing with the NASD, as required, all
promotional, sales and advertising material developed for use with the
Contracts and the Funds, and shall be responsible for doing any
necessary followup. SEI will be responsible for the fees associated
with these filings. Lincoln and SEI agree to cooperate in implementing
requests for subsequent changes received from the NASD. Lincoln agrees
to provide any necessary approvals or take other steps necessary under
NASD rules given Lincoln's role as principal underwriter of the
Contracts.
d) SEI shall be responsible for any media advertising and promotion
(e.g., broker trade journals) for use in connection with promoting the
Contracts to broker-dealers and advisers.
e) Lincoln shall be responsible for filing, as required, all promotional,
sales and advertising material, developed for use with the Contracts
or the Funds, with any state insurance governmental or regulatory
agencies, and shall be responsible for any necessary follow up.
Lincoln will be responsible for the fees associated with these
filings.
f) The Distributor of the Contracts, as the term "Distributor" is
customarily used in the variable insurance products industry, shall be
Lincoln, and Lincoln shall be identified as such in all sales,
promotional, and advertising materials for the Contracts.
4. Contract and Fund Prospectuses; Contract Owner Statements
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a) SEI shall pay all expenses for:
1) printing and mailing all Contract Prospectuses used for sales
purposes;
2) printing and mailing all Fund Prospectuses used for sales
purposes;
3) printing and mailing all Contract Prospectuses used for other
than sales purposes;
4) printing and mailing all Fund Prospectuses used for other than
sales purposes, except to the extent that these expenses are
borne by a Fund pursuant to the relevant Participation Agreement;
and
5) all proxy solicitation materials and periodic reports relating to
a Fund or the Accounts to Contract owners, except to the extent
that these expenses are borne by a Fund pursuant to the relevant
Participation Agreement.
b) Lincoln shall pay all expenses in connection with:
(1) the preparation and filing with appropriate governmental or
regulatory agencies of the Contract Registration Statement and
each Contract Prospectus;
(2) the preparation and issuance of the Contracts;
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(3) any authorization, registration, qualification or approval of the
Contracts required under the securities, blue-sky laws or
insurance laws of the States; and
(4) registration fees for the Contracts payable to the SEC or to any
other governmental or regulatory agency.
c) Lincoln shall provide Contract owners with annual statements and
immediate confirmations. Lincoln shall not provide Contract owners
with any other periodic account statement or confirmation, such as a
quarterly statement, without the written consent of SEI. SEI may
provide Contract owners with information about the Contract, including
Contract values, on statements it provides to Contract owners
Lincoln shall mail to Contract owners annual statements and immediate
confirmations. Lincoln shall not mail or otherwise deliver to Contract
owners any other periodic account statement or confirmation, such as a
quarterly statement, without the written consent of SEI. SEI may
provide Contract owners with information about the Contract, including
Contract values, on statements it provides to Contract owners. SEI and
Lincoln will agree on the statements, transaction information and
account values available via the internet and voice response units
prior to implementation.
5. Additional Responsibilities of Lincoln.
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a) Lincoln shall:
1) maintain the registration of the Contracts with the SEC and any
state securities commissions of any State where the securities or
blue-sky laws of such State require registration of the
Contracts, including without limitation using its best efforts to
prevent a stop order from being issued or if a stop order has
been issued using its best efforts to cause such stop order to be
withdrawn;
2) maintain the approval or other authorization of the Contract
forms where required under the insurance laws and regulations of
each State (provided, however, approval or authorization will be
sought in Guam, the U.S. Virgin Islands, Puerto Rico and American
Samoa only if agreed to by the parties);
3) keep the registration, approval and authorization described in
Sections 5.a(1) and 5.a(2) of this Agreement in effect so long as
the Contracts are outstanding, to the extent required by law;
4) bear the cost of printing Contract forms and Contract
applications;
5) be responsible for and bear the cost of administration of the
Contracts following their issuance, including all Contract owner
service and communication activities such as the design and
administration of a voice response unit and internet site (except
any activities that SEI expressly agrees to undertake under this
Agreement);
6) during the term of this Agreement, take all action required to
cause each class of Contracts to comply, and to continue to
comply, as annuity contracts, and to cause the Contract
Registration Statement and the Contract Prospectus to comply, and
to continue to comply, with all applicable federal laws and
regulations and all applicable laws and regulations of each
State;
7) during the term of this Agreement, notify SEI immediately:
(a) when each Contract Registration Statement (or amendment to
it) has become effective;
(b) when Lincoln has filed with the SEC a new Contract
Prospectus under Rule 497 under the 1933 Act;
(c) of the initiation of any legal proceeding commenced by any
regulatory body or by any third party alleging that any
material statement made in a
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Registration Statement or a Prospectus is untrue in any
material respect or that there is a material omission in a
Registration Statement or a Prospectus;
(d) of the issuance by the SEC of any stop order with respect to
a Registration Statement or any amendment thereto; or the
initiation by the SEC of any proceedings for that purpose or
for any other purpose relating to the registration and/or
offering of the Contracts (or class of Contracts);
(e) as each State approves a Contract for sale;
(f) of all those States in which registration of the Contracts
(or class of Contracts) is required under the securities or
blue-sky laws, and the date on which such registrations have
become effective;
8) furnish to SEI without charge, promptly after filing, one copy of
each Contract Registration Statement as originally filed,
including financial statements and all exhibits (including
exhibits incorporated therein by reference);
9) file in a timely manner all reports, statements and amendments
required to be filed by or for each Account or class of Contracts
under the 1933 Act and/or the 1940 Act or the Regulations; and
10) provide SEI access to such records, officers and employees of
Lincoln and of each Account at reasonable times as is necessary
to enable SEI to fulfill its obligations under the federal
securities laws, Regulations and NASD rules.
b) Lincoln shall provide data via electronic feeds to SEI and Brokers (in
a type and format reasonably requested by SEI and Brokers) to permit
SEI and Brokers to include information about the Contracts to Contract
owners in periodic statements they prepare for their customers.
Lincoln shall bear the cost of providing the data feeds. This
obligation will continue as long as any Contracts are in force, even
if this Agreement is terminated.
c) Lincoln shall assist SEI and its Associated Persons in obtaining and
maintaining the necessary state insurance licenses and appointments.
SEI will provide the necessary information to Lincoln, and Lincoln
will prepare and file the necessary documents on behalf of SEI and its
Associated Persons. SEI will promptly reimburse Lincoln for the cost
of all filing and registration fees associated with the license
filings. Lincoln will bear all costs and fees associated with
appointments.
6. Additional Responsibilities of SEI.
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a) SEI shall:
1) provide initial and ongoing product training, promotion and
marketing support to Brokers to encourage and facilitate the sale
of Contracts and investment in the Funds, including supplying
Brokers with current Contract and Fund Prospectuses;
2) Upon reasonable request, assist Lincoln in communicating with
Brokers when and if Lincoln, after reasonable effort, is having
difficulty communicating with any Broker;
3) use its best efforts to encourage Brokers to achieve an average
Purchase Payment per Contract owner of $130,000 or higher;
4) not distribute any Contract or Fund Prospectus, sales literature,
advertising material or any other printed matter or material
relating to the Contracts or
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the Fund if, to its knowledge, any of the foregoing does not
comply with the requirements of federal or state law, or
misstates the duties, obligations or liabilities of Lincoln or
SEI;
5) provide Lincoln access to such of its records, officers and
employees at reasonable times as is necessary to enable Lincoln
to fulfill its obligations under the federal securities laws,
Regulations and NASD rules;
6) train, supervise, and be solely responsible for the conduct of,
all of its Associated Persons (but not Brokers or their
Representatives unaffiliated with SEI), for the purpose of
complying on a continuous basis with the NASD Conduct Rules and
with federal and state securities laws applicable to the
activities contemplated in this Agreement; and shall be
responsible for the maintenance and updating of broker-dealer
registrations that it determines to be necessary for itself
and/or its Associated Persons pursuant to any federal or state
securities law;
7) furnish to Lincoln such information with respect to the Funds in
such form and signed by such of its officers as Lincoln may
reasonably request, and will warrant that the statements therein
contained when so signed will be true and correct; and
8) during the term of this Agreement, notify Lincoln immediately of:
(a) the issuance by the SEC of any stop order suspending the
effectiveness of a Registration Statement of or the
initiation of any proceedings for that purpose;
(b) the institution of any proceeding, investigation or hearing
involving the offer or sale of the Contracts or the Funds of
which it becomes aware;
(c) the happening of any material event, if known, which makes
untrue any statement made in a Registration Statement or
which requires the making of a change therein in order to
make any statement made therein not misleading.
b) SEI acknowledges that Lincoln shall have the unconditional right to
reject, in whole or in part, any application for a Contract. In the
event an application is rejected, any Purchase Payment submitted will
be returned by or on behalf of Lincoln.
c) SEI shall not have authority on behalf of Lincoln to make, alter or
discharge any Contract or other contract entered into pursuant to a
Contract; to waive any Contract forfeiture provision; to extend the
time of paying any Purchase Payment; or to receive any monies or
Purchase Payments. SEI shall not expend, nor contract for the
expenditure of, funds of Lincoln; nor shall SEI possess or exercise
any authority on behalf of Lincoln other than that expressly conferred
on SEI by this Agreement.
d) SEI shall pay the following expenses contemplated by this Agreement
for:
1) the compensation, if any, of its Associated Persons;
2) expenses associated with the initial and ongoing NASD licensing
and training of its Associated Persons; and
3) any other expenses incurred by SEI or its Associated Persons for
the purpose of carrying out the obligations of SEI under this
Agreement.
7. Representations and Warranties.
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a) Lincoln represents and warrants to SEI, on the effective date of each
Contract Registration Statement and at each time that a Contract is
sold to the general public, as follows:
1) the Contract Registration Statement has been declared effective
by the SEC or has become effective in accordance with the
Regulations;
2) the Contract Registration Statement and the Contract Prospectus
each comply in all material respects with the provisions of the
1933 Act and the 1940 Act and the Regulations, and neither the
Contract Registration Statement nor the Contract Prospectus
contains an untrue statement of a material fact or omits to state
a material fact required to be stated therein or necessary to
make the statements therein not misleading, in light of the
circumstances in which they were made; provided, however, that
none of the representations and warranties in this Section 7.a(2)
shall apply to statements in or omissions from the Contract
Registration Statement or Contract Prospectus made in reliance
upon and in conformity with information furnished to Lincoln in
writing by SEI expressly for use in the Contract Registration
Statement or the Contract Prospectus;
3) Lincoln has not received notice from the SEC with respect to the
Contract Registration Statement or the Account supporting the
Contracts described in the Contract Registration Statement
pursuant to Section 8(e) of the 1940 Act and no stop order under
the 1933 Act has been issued and no proceeding therefor has been
instituted or threatened by the SEC;
4) the accountants who certified the financial statements included
in the Contract Registration Statement and Contract Prospectus
are independent public accountants as required by the 1933 Act,
the 1940 Act and the Regulations;
5) the financial statements included in the Contract Registration
Statement for the Account and for Lincoln present fairly the
respective financial positions of Lincoln and the Account
supporting the Contracts described in the Contract Registration
Statement as of the dates indicated; and, for the Account, such
financial statements have been prepared in conformity with
generally accepted accounting principles in the United States
applied on a consistent basis, and for Lincoln, such financial
statements have been prepared in conformity with statutory
accounting principles in the United States applied on a
consistent basis;
6) subsequent to the respective dates as of which information is
given in the Contract Registration Statement or the Contract
Prospectus, there has not been any material adverse change in the
condition, financial or otherwise, of Lincoln or the Account
supporting the Contracts described in the Contract Registration
Statement that would cause such information to be materially
misleading;
7) the form of the Contracts has been approved, and the form of the
contract or contracts issued to Lincoln to provide cash to the
Funds has been approved, to the extent required by the Indiana
Insurance Commissioner and by the governmental agency responsible
for regulating insurance companies in each other State in which
the Contracts are offered;
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8) Lincoln has filed with the SEC all statements and other documents
required for registration under the provisions of the 1940 Act
and the Regulations thereunder for the Account supporting the
Contracts described in the Contract Registration Statement, and
such registration is effective; there are no agreements or
documents required by the 1933 Act, the 1940 Act or the
Regulations to be filed with the SEC as exhibits to the Contract
Registration Statement that have not been so filed; and Lincoln
has obtained all exemptive or other orders of the SEC necessary
to make the public offering and consummate the sale of the
Contracts pursuant to this Agreement and to permit the operation
of the Account supporting the Contracts described in the Contract
Registration Statement, as contemplated in the Contract
Prospectus;
9) the Contracts have been duly authorized by Lincoln and conform to
the descriptions thereof in the Contract Registration Statement
and the Contract Prospectus and, when issued as contemplated by
the Contract Registration Statement, will constitute legal,
validly issued and binding obligations of Lincoln in accordance
with their terms; and
10) the Account supporting the Contracts described in the Contract
Registration Statement is duly registered with the SEC as a unit
investment trust under the 1940 Act.
b) Lincoln represents and warrants to SEI on the date of this Agreement,
as follows:
1) that Lincoln has been duly organized and is validly existing as a
corporation under the laws of Indiana, with full power and
authority to own, lease and operate its properties and conduct
its business in the manner described in the Contract Prospectus,
is duly qualified to transact the business of a life insurance
company and is validly existing or in good standing in each State
in which the Contracts are or will be offered;
2) the Account supporting the Contracts described in the Contract
Registration Statement has been duly authorized and established
and is validly existing as an insurance company separate account
under the laws of Indiana;
3) the consummation of the transactions contemplated in this
Agreement has been duly authorized by all necessary corporate
action by Lincoln and when so executed and delivered this
Agreement will be the valid and binding obligation of Lincoln
enforceable in accordance with its terms.
c) SEI represents and warrants to Lincoln on the date of this Agreement
as follows:
1) that SEI has been duly organized and is validly existing as a
corporation in good standing under the laws of Pennsylvania with
full power and authority to own, lease and operate its properties
and conduct its business as a broker-dealer registered with the
SEC and with the securities commission of every State where such
registration is required, and is a member in good standing of the
NASD;
2) that SEI has taken all action including, without limitation, all
necessary corporate action and all action under applicable state
law, necessary to authorize the execution, delivery and
performance of this Agreement and all transactions contemplated
hereunder;
3) that SEI is and during the term of this Agreement shall remain
duly registered as a broker-dealer under the 1934 Act, a member
in good standing with the
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NASD, and duly registered as a broker-dealer under applicable
state securities laws;
4) a registration statement under the 1933 Act (File No. 333-70013)
and under the 1940 Act (File No. 811-09183) with respect to SEI
Insurance Products Trust has been filed with the SEC in the form
previously delivered to Lincoln and copies of any and all
amendments thereto will be forwarded to Lincoln at the time that
they are filed with the SEC;
5) the Fund Registration Statement and the Fund Prospectus and any
further amendments or supplements thereto will, when they become
effective, conform in all material respects to the requirements
of the 1933 Act and the 1940 Act and the Regulations, and will
not contain an untrue statement of a material fact or omit to
state a material fact required to be stated therein or necessary
to make the statements 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 SEI by Lincoln expressly
for use therein;
6) any information furnished in writing by SEI to Lincoln for use in
the Contract Registration Statement will not result in the
Contract Registration Statement failing to conform in all
respects to the requirements of the 1933 Act and the 1940 Act and
the Regulations or containing any untrue statement of a material
fact or omission to state a material fact required to be stated
therein or necessary to make the statements therein not
misleading;
7) SEI will use reasonable efforts to ensure that no offering, sale
or other disposition of the Contracts will be made until it has
been notified by Lincoln that the relevant Contract Registration
Statement has been declared effective and the Contracts have been
released for sale by Lincoln, and that such offering, sale or
other disposition shall be limited to those jurisdictions that
have approved or otherwise permit the offer and sale of the
Contracts by Lincoln;
8) SEI will comply with the requirements of state broker-dealer
regulations and the 1934 Act as each applies to SEI and shall
conduct its affairs in accordance with the Rules of Fair Practice
of the NASD; and
9) SEI will actively engage in its duties under this Agreement on a
continuous basis while the Agreement is in effect and there is an
effective Contract Registration Statement and a Fund Registration
Statement.
8. Confidentiality and Intellectual Property Rights of SEI and Lincoln.
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a) Lincoln acknowledges that the names and addresses of all customers and
prospective customers (for purposes of this Section 8.a, the terms
"customers" and "prospective customers" shall not mean Brokers) of any
Broker that may come to the attention of Lincoln as a result of its
relationship with any Broker and not from any independent source, are
confidential and shall not be used by Lincoln for any purpose
whatsoever, except:
1) as agreed upon between Lincoln and any Broker; and
2) as may be necessary in connection with the administration of the
Contracts sold by the Brokers, including responses to specific
requests made to Lincoln for service by Contract owners or
efforts to prevent the replacement of such
11
Contracts or to encourage the exercise of options under the terms
of the Contracts. In no event shall the names and addresses of
such customers and prospective customers be furnished by Lincoln
to any other person not affiliated with Lincoln. The intent of
this paragraph is that Lincoln shall not utilize or permit to be
utilized (other than as provided above) its knowledge of any
Broker, derived as a result of the relationship created through
the funding and sale of the Contracts, for the solicitation of
sales of any product or service other than the Contracts. This
paragraph shall remain operative and in full force and effect
regardless of the termination of this Agreement, and shall
survive any such termination.
b) The intellectual property rights of the parties are set forth in
Schedule 4 of this Agreement, which is hereby incorporated herein by
this reference.
c) Both Lincoln and SEI agree that the terms of this Agreement are
confidential and will not be disclosed to any third party without
prior written consent of the other party to this Agreement; provided,
however, that either party may disclose this agreement or its terms as
required by applicable law.
d) Both Lincoln and SEI acknowledge that, as a result of the Agreement
and ongoing relationship, one party may acquire confidential
information and trade secrets which are the property of the other
party and if disclosed to third parties will be damaging to that
party. Each party warrants to protect any such confidential
information and trade secrets and further warrants that it will not,
without prior written consent from the other party, use for itself or
others or disclose or permit to be disclosed to any third party, by
any method, such confidential information or trade secrets of the
other party. For the purposes of this Agreement, this confidential
information shall include, but shall not be limited to, business or
financial information, systems and procedures, customers, accounts,
manuals, ideas, processes, research, records, notes, and memoranda.
e) Lincoln acknowledges that SEI's relationships with the Brokers are
valuable to SEI, and that Lincoln agrees that it will not solicit
products other than the Contracts through the relationships developed
solely through the distribution of the Contracts. Lincoln will not use
the names and addresses of the contacts at the Brokers that Lincoln
receives from SEI to solicit the sale of products other than the
Contracts. SEI acknowledges that Lincoln has relationships with some
Brokers through other distribution arrangements. SEI will not
interfere with these relationships, nor will it prevent new
relationships from being forged through other wholesaling
arrangements.
9. Records
-------
Lincoln and SEI each shall maintain such accounts, books and other
documents as are required to be maintained by each of them by applicable
laws and regulations and shall preserve such accounts, books and other
documents for the periods prescribed by such laws and regulations. The
accounts, books and records of Lincoln, the Account and SEI as to all
transactions hereunder shall be maintained so as to clearly and accurately
disclose the nature and details of the transactions. Each party shall have
the right to inspect and audit such accounts, books and records of the
other party during normal business hours upon reasonable advance written
notice to the other party. Each party shall keep confidential all
information obtained pursuant to such an inspection or audit, and shall
disclose such
12
information to third parties only upon receipt of written authorization
from the other party, except as required under compulsion of law.
10. Investigation and Proceedings
-----------------------------
a) Lincoln and SEI will cooperate fully in any securities or insurance
regulatory investigation or proceeding, or judicial proceeding,
arising in connection with the offering or sale of the Contracts.
Without limiting the foregoing, each party agrees to furnish to the
other party any official notices received about these proceedings.
b) 1) In the case of a complaint involving the terms of the Contract,
SEI will provide Lincoln with all available information and will
cooperate generally in Lincoln's investigation of the complaint.
2) In the case of a complaint involving SEI, Lincoln will provide
SEI with all available information and will cooperate generally
in SEI's investigation of the complaint.
11. Indemnification.
---------------
a) Lincoln shall indemnify and hold harmless SEI and any officer,
director, employee or agent of SEI, against any and all losses,
claims, damages or liabilities (including reasonable investigative and
legal expenses incurred in connection with any action, suit or
proceeding, or any amount paid in settlement thereof with the prior
approval of Lincoln), to which SEI and/or any such person may become
subject under any statute or regulation, at common law or otherwise,
insofar as such losses, claims, damages or liabilities:
1) arise out of or are based upon any untrue statements or alleged
untrue statements of any material fact contained in the Contract
Registration Statement or Contract Prospectus or contained in the
Contracts or sales literature for the Contracts (or any amendment
or supplement to any of the foregoing), or arise out of or are
based upon the omission or the alleged omission to state therein
a material fact required to be stated therein or necessary to
make the statement therein not misleading, provided that this
agreement to indemnify shall not apply if such statement or
omission or such alleged statement or omission was made in
reliance upon and in conformity with information furnished to
Lincoln by or on behalf of SEI for use in the Contract
Registration Statement or Contract Prospectus or in the Contracts
or sales literature (or any amendment or supplement) or otherwise
for use in connection with the sale of the Contracts; or
2) arise out of or as a result of statements or representations
(other than statements or representations contained in the Fund
Registration Statement, Fund Prospectus or sales literature of
the Fund not supplied by Lincoln) or wrongful conduct of Lincoln;
or
3) arise out of any untrue statement or alleged untrue statement of
a material fact contained in a Fund Registration Statement, Fund
Prospectus, or sales literature of the Fund (or any amendment
thereof or supplement thereto) or the omission or alleged
omission to state therein a material fact required to be stated
therein or necessary to make the statements therein not
misleading if such statement or omission was made in reliance
upon information furnished to SEI by or on behalf of Lincoln; or
13
4) arise out of any material breach by Lincoln of any terms of this
Agreement or of any Contract.
This indemnification obligation will be in addition to any liability that
Lincoln may otherwise have; provided, however, that SEI shall not be
entitled to indemnification pursuant to this Section 11.a if such loss,
claim, damage or liability is due to the willful misfeasance, bad faith,
gross negligence or reckless disregard of duty by SEI.
b) SEI shall indemnify and hold harmless Lincoln and any officer,
director, employee or agent of Lincoln, against any and all losses,
claims, damages or liabilities (including reasonable investigative and
legal expenses incurred in connection with any action, suit or
proceeding, or any amount paid in settlement thereof with the prior
approval of SEI), to which Lincoln and/or any such person may become
subject under any statute or regulation, at common law or otherwise,
insofar as such losses, claims, damages or liabilities:
1) arise out of or are based upon any untrue statement or alleged
untrue statement of any material fact contained in the Fund
Registration Statement or the Fund Prospectus or sales literature
for the Fund (or any amendment or supplement to any of the
foregoing), or arise out of or are based upon the omission or the
alleged omission to state therein a material fact required to be
stated therein or necessary to make the statements therein not
misleading, provided that this agreement to indemnify shall not
apply if such statement or omission or such alleged statement or
omission was made in reliance upon and in conformity with
information furnished to SEI by or on behalf of Lincoln for use
in the Fund Registration Statement or the Fund Prospectus or in
sales literature for the Fund (or any amendment or supplement) or
otherwise for use in connection with the sale of the Contracts;
or
2) arise out of or as a result of statements or representations
(other than statements or representations contained in the
Contract Registration Statement, the Contract Prospectus or sales
literature for the Contracts not supplied by SEI) or wrongful
conduct of SEI; or
3) arise out of any untrue statement or alleged untrue statement of
a material fact contained in a Contract Registration Statement,
Contract Prospectus, or sales literature covering the Contracts
(or any amendment thereof or supplement thereto) or the omission
or alleged omission to state therein a material fact required to
be stated therein or necessary to make the statement or
statements therein not misleading if such statement or omission
was made in reliance upon information furnished to Lincoln by or
on behalf of SEI; or
4) arise out of any use of promotional, sales or advertising
material for the Contracts not authorized by Lincoln pursuant to
Section 3 of this Agreement or any verbal or written
misrepresentations or any unlawful sales practices concerning the
Contracts by SEI under federal securities laws or NASD
regulations and state insurance laws; or
5) arise out of claims by agents, representatives or employees of
SEI for commissions or other compensation or remuneration of any
type; or
6) arise out of any material breach by SEI of any provision of this
Agreement.
This indemnification obligation will be in addition to any liability that
SEI may otherwise have; provided, however, that Lincoln shall not be
entitled to indemnification pursuant to
14
this Section 11.b if such loss, claim, damage or liability is due to the
willful misfeasance, bad faith, gross negligence or reckless disregard of
duty by Lincoln.
c) After receipt by a party entitled to indemnification ("indemnified
party") under this Section 11 of notice of the commencement of any
action, if a claim in respect thereof is to be made by the indemnified
party against any person obligated to provide indemnification under
this Section 11 ("indemnifying party"), such indemnified party will
notify the indemnifying party in writing of the commencement thereof
as soon as practicable thereafter, provided that the omission to so
notify the indemnifying party will not relieve it from any liability
under this Section 11, except to the extent that the omission results
in a failure of actual notice to the indemnifying party and such
indemnifying party is damaged solely as a result of the failure to
give such notice. The indemnifying party, upon the request of the
indemnified party, shall retain counsel reasonably satisfactory to the
indemnified party to represent the indemnified party and any others
the indemnifying party may designate in such proceeding, and the
indemnifying party shall pay the fees and disbursements of such
counsel related to such proceeding. In any such proceeding, any
indemnified party shall have the right to retain its own counsel, but
the fees and expenses of such counsel shall be at the expense of such
indemnified party unless (i) the indemnifying party and the
indemnified party shall have mutually agreed to the retention of such
counsel, or (ii) the named parties to any such proceeding (including
any impleaded parties) include both the indemnifying party and the
indemnified party and representation of both parties by the same
counsel would be inappropriate due to actual or potential differing
interests between them. The indemnifying party shall not be liable for
any settlement of any proceeding effected without its written consent,
but if settled with such consent or if there be a final judgment for
the plaintiff, the indemnifying party shall indemnify the indemnified
party from and against any loss or liability by reason of such
settlement or judgment.
d) The indemnification provisions contained in this Section 11 shall
remain operative and in full force and effect, regardless of (i) any
investigation made by or on behalf of Lincoln or by or on behalf of
any controlling person thereof, (ii) delivery of any Contracts and
Purchase Payments therefor, or (iii) any termination of this
Agreement. A successor by law of SEI or Lincoln, as the case may be,
shall be entitled to the benefits of the indemnification provisions
contained in this Section 11.
12. Independent Contractor.
----------------------
SEI shall act as an independent contractor in the performance of its duties
and obligations under this Agreement, and nothing contained in this
Agreement shall constitute SEI or its respective Associated Persons
employees of Lincoln in connection with the activities contemplated by this
Agreement or otherwise.
13. Termination.
-----------
a) This Agreement may be terminated at the option of either party upon 90
calendar days advance written notice to the other party.
b) This Agreement shall terminate automatically if it is assigned unless
the consent of both parties is obtained; provided, however, that a
transaction will not be deemed an assignment if it does not result in
a change of actual control or management of a party.
15
c) This Agreement may be terminated at the option of one party upon the
other party's material breach of any provision of this Agreement, and
such termination shall be not effective prior to notification that a
party is terminating the Agreement pursuant to this provision.
d) Upon termination of this Agreement all authorizations, rights and
obligations shall cease except the provisions contained in Sections
5.b, 8 and 11 of this Agreement.
14. Waiver. Failure of one party to insist upon strict compliance by the other
------
party with any of the conditions of this Agreement in any one instance
shall not be construed as a waiver of any of the conditions for any
subsequent instance, but the same shall remain in full force and effect.
No waiver of any of the provisions of this Agreement shall be deemed, or
shall constitute, a waiver of any other provisions, whether or not similar,
nor shall any waiver constitute a continuing waiver.
15. Notices.
-------
All notices hereunder are to be in writing and shall be given,
if to Lincoln, to:
Annuities Product Management
Lincoln National Life Insurance Company
0000 Xxxxx Xxxxxxx Xxxxxx
Xxxx Xxxxx, Xxxxxxx 00000
Attn: Xxxx Xxxxxxxxx
if to SEI:
SEI Investments Distribution Company
Xxx Xxxxxxx Xxxxxx Xxxxx
Xxxx, XX 00000
Attn: Secretary
Any party may specify another name and/or address in writing. Each notice
to a party shall be hand-delivered; or transmitted by postage prepaid
registered or certified United States mail, with return receipt requested;
or sent by an overnight courier service.
16. Interpretation, Jurisdiction, Etc.
---------------------------------
a.) This Agreement constitutes the whole agreement between the parties to
this Agreement relating to the activities contemplated in this
Agreement, and supersedes all prior oral or written negotiations
between the parties to this Agreement with respect to the subject
matter of this Agreement. The parties acknowledge that Lincoln and the
Funds have entered into or will enter into Participation Agreements
and that it may be necessary to construe the terms of such
Participation Agreements and this Agreement together. This Agreement
shall be construed and the provisions of this Agreement interpreted
under and in accordance with the internal laws of the State of Indiana
without giving effect to its principles of conflict of laws.
b) Anything in this Agreement to the contrary notwithstanding:
16
1) in no event will SEI, in performing its services for Lincoln
under this Agreement, interpose itself into the contractual
relationship between Lincoln and any of its Contract owners; and
2) in no event will SEI, in performing its services under this
Agreement, intervene in the relationship between Lincoln and any
Brokers and/or Associated Persons of Brokers in such a manner as
to directly or indirectly cause any Broker(s) to breach its/their
Selling Group agreement(s) with Lincoln.
17. Other Agreements. The parties recognize that SEI may enter into agreements
----------------
with other insurance companies under which SEI assists in the creation of a
selling group for the distribution of that company's insurance contract
through SEI's network of broker-dealers and registered investment advisers.
18. Headings. The headings in this Agreement are included for convenience of
--------
reference only and in no way define or delineate any of the provisions of
this Agreement or otherwise affect their construction or effect.
19. Counterparts. This Agreement may be executed in two or more counterparts,
------------
each of which taken together shall constitute one and the same instrument.
20. Severability. This is a severable agreement and in the event that any part
------------
or parts of this Agreement shall be held to be unenforceable to its or
their full extent, then it is the intention of the parties to this
Agreement that such part or parts shall be enforced to the extent permitted
under the law, and, in any event, that all other parts of this Agreement
shall remain valid and duly enforceable as if the unenforceable part or
parts had never been a part of this Agreement.
21. Regulation. This Agreement shall be subject to all applicable provisions
----------
of state law and to the 1933 Act; 1934 Act; 1940 Act; and the Regulations
and the rules and regulations of the NASD, from time to time in effect;
including such exemptions from the 1940 Act as the SEC may grant. The terms
of this Agreement shall be interpreted and construed in accordance
therewith.
17
IN WITNESS WHEREOF, each party hereto represents that the officer signing
this Agreement on the party's behalf is duly authorized to execute this
Agreement; and each party has caused this Agreement to be duly executed by such
authorized officer as of the date first set forth above.
THE LINCOLN NATIONAL LIFE INSURANCE COMPANY
By: /s/ Xxxxxxx Xxxxxxxxx
_____________________________________
Xxxxxxx Xxxxxxxxx
Vice President
SEI INVESTMENTS DISTRIBUTION COMPANY
By: /s/ X. X. Xxxxx
_____________________________________
Xxxxxx X. Xxxxx
Vice President
18
Schedule 1
----------
SEI Broker Group Agreement
Lincoln and SEI
April 5, 2000
-------------------------------
Contracts Subject to Agreement
Contract
(Marketing Name and 1933 Act
Form Number) Registration Number Separate Account
------------ ------------------- ----------------
SEI Variable Annuity, 333-32402 Lincoln Life Variable Annuity
Form 30270 Account T
Dated as of April 5, 2000.
19
Schedule 2
----------
SEI Broker Group Agreement
Lincoln and SEI
April 5, 2000
---------------------------
Schedule of Brokers to be Contacted
1717 Capital Management
Aag Securities
Addison Securities, Inc.
Advantage Capital
Aegon Usa Securities, Inc.
Allmerica Financial
American Financial Management
American General Securities CO
American Investors Company
Ameritas Investment Corp.
Xxxxxx Xxxxxxxxx Sec. Corp.
Ascend Financial Services
Asia Pacific Investor Services
Associated Securities Corp.
Berkshire Mgmt & Research Corp
Xxxxxxx & Associates, Inc.
Brecek and Young Advisors
Broker Dealer Fin'l Svs Corp
Brookstreet Securities Corp.
Xxxxxx Xxxxxxx Tally Fin'l Grp
Xxxxxxx Xxxxx & Co. Inc.
Cambridge Investment Advisors
Xxxxxxxx & Co., Inc.
Capital Alliance Inv., Inc.
Capital Analysts
Capital Financial Services, Inc.
Captrust Financial Advisors
Carillon Investments
Xxxxxxxxx Financial Group
Centaurus Financial, Inc.
Centennial Capital Mgmnt, Inc.
Commerce Capital Markets, Inc.
Commonwealth Financial Network
Compulife Investor Services
CP Advisory Services
CPA Advisory Services
20
Cuso Financial Services, LP
Xxxx Xxxxxxxx
Delta Equity Services Corp.
Xxxxxxx Financial Network, Inc.
Xxxxxxxxx Summit Securities
Eagle Strategies Corp.
Xxxxxx Securities, Inc.
Emst & Co.
Eneric Financial Services, Inc.
Eplanning Securities, Inc.
Equitas America, L.L.C.
Equity Svs, Inc. (Esi Fin Adv)
FFP Advisory Services
Financial Counseling Resources
Financial West Group
Fintegra
First Allied Securities, Inc.
First Clearing Corp.
First Montauk Securities Corp.
FMN Capital Corporation
Foothill Securities
Fortis Investors, Inc.
FSC Securities Corp.
G.A. Xxxxxx
XX Terra Capital
X. Xxxx, Inc.
Hantz Financial Services, Inc.
Xxxxx, Xxxxxxxx & Xxxx, Inc.
IFG
IFG/AFP
Ims Securities, Inc.
Institutional Securities Corp.
Inter Securities, Inc.
Invest Financial Corporation
Investacorp Advisory Svs, Inc.
Investment Centers of America
Investors Capital Corporation
Irm Distributors
X.X. Xxxxxxx & Co.
Jefferson Pilot Securities
Jefferson Pilot Securities Crp
Xxxx X Xxxxxxx
K.M.S. Financial Service Inc.
Xxxxxxxxxxx Xxxxxx
Laguna Securities, Inc.
Lasalle St. Securities
21
Legend Equities Corporation
Xxxxxxx & Company
Lincoln Fa (Sagemark/Cigna RIA)
Lincoln Financial Advisors
Lincoln Investment Planning
Linsco/Private Ledger Corp.
Main Street Management Company
Marathon Advisors
Mariner Financial
Mcdonald Investments, Inc.
Medallion Advisory Svs (RIA)
Mesirow Financial
Metlife Securities, Inc.
MFG Advisors
MFI Investments Corp.
MML (Standard Program)
MONY Securities Corp.
Multi-Financial Securities
Mutual Services Corp.
My CFO Inc.
Xxxxxx & Xxxxx Securities, Inc.
National Planning Corp.
New England Securities Corp.
North Compass Financial Advs
North Ridge Securities Corp.
Northstar Securities, Inc.
Oak Tree Securities, Inc.
Offerman & Company
Olgivie Securities Adv. Corp.
Pacific Harbor Financial Adv.
Pacific West Securities
Packerland Brokerage Services
Partners Securities, Inc.
Pension Planners Securities
Pimco
Planners Independent Mgt.
Pmg Securities Corp.
Polaris Advisory Services, Inc.
Price Waterhouse
Prime Capital Services, Inc.
Primevest Financial Services
Princor Financial Services
ProEquities, Inc.
Pro-Integrity Securities, Inc.
Protected Investors
Questar Capital Corporation
22
Xxxxxxx Xxxxx Financial
Resource Investment Architects
Xxxxxx X. Xxxxx & Co.
Round Hill Securities
Royal Alliance (No Ft4)
Royal Alliance, Inc. (IAG)
S I I Investments, Inc.
Secure Planning, Inc.
Securities America Advisors
Securities Service Network, Inc.
Select Advisors, Inc.
Sentra Securities Corp.
Sigma Planning Corp.
Signal Securities, Inc.
Signator Investors, Inc.
Silicon Valley Securities, Inc.
Sterling Portfolio Allocation
Xxxxxx Xxxxxxxx
Stonebridge Capital Management
Summit Equities, Inc.
SunAmerica Securities, Inc.
Sunpoint Securities, Inc.
Sunset Financial Services, Inc.
Sws Financial Services
TCL Advisors, Inc.
TFS Securities, Inc.
The Advisors Group
The Advisory Company (Marquis)
THE Financial Group, LTD
The Guardian
The Investment Center
The Leaders Group, Inc.
The Masters, Inc.
The Weil Company
Tower Square Securities, Inc.
Transamerica Fin'l Resources
Trust Advisory Group, Ltd.
United Pacific Securities
United Planners Fin'l Svs. - Am
Valmark
Veritas, Inc.
Vestax Securities
W.A. Xxxxxxxx & Co., Inc.
Wachovia
Wall Street Financial Group
Walnut Street Advisers, Inc.
00
Xxxxxxxxxx Xxxxxx Securities
Xxxxxxx Equity Corp.
Xxxxxxx Securities Corp.
World Equity Group
WRP Investments, Inc.
Wyoming Financial Securities
XCU Capital Corporation
Xelan, Inc.
Dated as of April 5, 2000.
24
Schedule 3
----------
SEI Broker Group Agreement
Lincoln and SEI
April 5, 2000
--------------------------
Schedule of Brokers to be Excluded
from the Selling Group
Xxxxxxx Xxxxx
Xxxxxxx Xxxxx Xxxxxx
Xxxxx Xxxxxx
Xxxxxx Xxxxxxx Xxxx Xxxxxx
Dated as of April 5, 2000.
25
Schedule 4
----------
SEI Broker Group Agreement
Lincoln and SEI
April 5, 2000
--------------------------
Intellectual Property Rights of the Parties
I. SEI. SEI and its affiliates own all right, title and interest, including
---
the good will associated therewith, in and to the marks SEI and SEI INVESTMENTS,
which may be used in connection with one or more of the underlying investment
media for the Contracts, and in and to the name SEI in whatever manner used in
connection with the performance of this Agreement (such marks are hereinafter
referred to as "SEI Licensed Marks"). SEI, on behalf of itself and its
affiliates, hereby grants to Lincoln a revokable, nonexclusive license to use
the SEI Licensed Marks in connection with the Contracts and Lincoln's
performance of the services as set forth under this Agreement.
A. Term. The grant of limited license as specified in this Schedule 4
----
shall terminate with respect to SEI Licensed Marks on the earlier of
the following events:
1. A change of name of such SEI Licensed Xxxx to a name that does
not include the term "SEI;" or
2. Solely at the option of SEI, with respect to any or all SEI
Licensed Marks and respecting only new business, upon a
termination of this Agreement. In the case of existing business,
the grant of limited license as specified in this Schedule 4
shall survive the termination of the Agreement, but only to the
extent necessary to allow the continuance of any business written
prior to such termination wherein the SEI Licensed Marks were
previously used, and so long as such use was made in conformity
and continues to conform with the terms of this Agreement.
Upon termination of the grant of limited license, Lincoln shall, within ten (10)
business days of the effective termination date, cease to issue new Contracts or
to use or disseminate any promotional, sales or advertising material relating to
the Contracts or service existing Contracts except as provided in A.2 above
under such SEI Licensed Xxxx, and shall likewise cease any new business activity
that suggests that it has any right under such SEI Licensed Xxxx or that it has
any association with SEI in connection with any such Contracts with respect to
such SEI Licensed Xxxx. In addition, Lincoln shall cease to use the xxxx SEI
Variable Annuity, except to the extent permitted for SEI Licensed Marks under
A.2 above.
B. Pre-Release Approval of Trademark-Bearing Materials.
---------------------------------------------------
1. Lincoln agrees that it will display the SEI Licensed Marks only
in such form and manner as are specifically approved by SEI and
that it will cause them to appear on all promotional, sales or
advertising material used in connection with the Contracts or
related services with such legends, markings and notices as SEI
may request in order to give appropriate notice of service xxxx
registration when effected. All such materials will be submitted
by Lincoln to SEI for the purpose of service xxxx reviews and
approval at least ten business days before their intended use by
Lincoln.
26
2. During the term of this limited license, SEI may request that
Lincoln submit samples of any material bearing any of the SEI
Licensed Marks that were previously approved by SEI or that were
not previously approved in the manner set forth above. If, on
reconsideration or on initial review, respectively, any such
sample fails to meet with the written approval of SEI, then
Lincoln shall immediately cease using or disseminating such
disapproved material. Lincoln shall obtain the prior written
approval of SEI for the use of any new material developed to
replace the disapproved material, in the manner set forth above.
All costs associated with any such reconsideration will be borne
by Lincoln.
C. Assignment. This limited license is personal to Lincoln and may not
----------
be assigned without the prior written consent of SEI.
D. Breach. If Lincoln shall violate or fail to perform any of its
------
obligations under this limited license, SEI shall have the right to
terminate this limited license upon thirty (30) days written notice,
and such notice of termination shall become effective unless Lincoln
shall completely remedy the default within such 30-day period.
Termination of the license under the provisions of this paragraph
shall be without prejudice to any other rights that SEI may have
against Lincoln.
E. SEI's Rights. All rights in the SEI Licensed Marks other than those
------------
specifically reserved by SEI for its own use and benefit. Lincoln
shall at any time, whether during or after the term of this limited
license, execute any documents reasonably required by SEI to confirm
SEI's ownership of all such rights.
II. LINCOLN. Lincoln National Corporation owns all right, title and interest,
-------
including the good will associated therewith, in and to the marks LINCOLN
NATIONAL, LINCOLN SILHOUETTE DESIGN, and LINCOLN FINANCIAL GROUP which may be
used in connection with the Contracts, and in and to the name Lincoln in
whatever manner used in connection with the performance of this Agreement (such
marks are hereinafter referred to as "LNC Marks"). Lincoln National Corporation
has granted to Lincoln the right and license to use the LNC Marks and the right
to sublicense to others. In addition, Lincoln owns all right, title and
interest, including the good will associated therewith, in and to the marks,
LINCOLN LIFE, X.Xxxxxxx Signature Design, and SEI Variable Annuity (such marks
are hereinafter referred to as "Lincoln Marks"). For the purpose of this
Agreement, the LNC Marks and the Lincoln Marks shall be collectively referred to
as the "Lincoln Licensed Marks." Lincoln hereby grants to SEI a revokable,
nonexclusive limited license to use the Lincoln Licensed Marks in connection
with the Contracts and SEI's performance of the services as set forth under this
Agreement.
A. Term. The grant of limited license as specified in this Schedule 4
----
shall terminate with respect to Lincoln Licensed Marks on the earlier
of the following events:
1. A change of name of such Lincoln Licensed Marks to a name that
does not include the term "Lincoln;" or
2. Solely at the option of Lincoln, with respect to any or all
Lincoln Licensed Marks and respecting only new business, upon a
termination of this Agreement. In the case of existing business,
the grant of limited license as specified in this Schedule 4
shall survive the termination of the Agreement, but only to the
extent necessary to allow the continuance of any business written
prior to such termination wherein the Lincoln Licensed Marks were
27
previously used, and so long as such use was made in conformity
and continues to conform with the terms of this Agreement.
Upon termination of the grant of limited license, SEI shall, within ten (10)
business days of the effective termination date, cease its activities hereunder
and suspend all dissemination of promotional, sales and advertising material
relating to the Contracts or service existing Contracts except as provided in
A.2 above under such Lincoln Licensed Marks, and shall likewise cease any new
business activity that suggests that it has any right under such Lincoln
Licensed Marks or that it has any association with Lincoln in connection with
any such Contracts with respect to such Lincoln Licensed Marks.
B. Pre-Release Approval of Trademark-Bearing Materials.
----------------------------------------------------
1. SEI agrees that it will display the Lincoln Licensed Marks only
in such form and manner as are specifically approved by Lincoln
and that it will cause them to appear on all promotional, sales
or advertising material used in connection with the Contracts or
related services with such legends, markings and notices as
Lincoln may request in order to give appropriate notice of
service xxxx registration when effected. All such materials will
be submitted by SEI to Lincoln for the purpose of service xxxx
reviews and approval at least ten business days before their
intended use by SEI.
2. During the term of this limited license, Lincoln may request that
SEI submit samples of any material bearing any of the Lincoln
Licensed Marks that were previously approved by Lincoln or that
were not previously approved in the manner set forth above. If,
on reconsideration or on initial review, respectively, any such
sample fails to meet with the written approval of Lincoln, then
SEI shall immediately cease using or disseminating such
disapproved material. SEI shall obtain the prior written
approval of Lincoln for the use of any new material developed to
replace the disapproved material, in the manner set forth above.
All costs associated with any such reconsideration will be borne
by SEI.
C. Assignment. This limited license is personal to SEI and may not be
----------
assigned without the prior written consent of Lincoln.
D. Breach. If SEI shall violate or fail to perform any of its
------
obligations under this limited license, Lincoln shall have the right
to terminate this limited license upon thirty (30) days written
notice, and such notice of termination shall become effective unless
SEI shall completely remedy the default within such 30-day period.
Termination of the license under the provisions of this paragraph
shall be without prejudice to any other rights that Lincoln may have
against SEI.
X. Xxxxxxx'x Rights. All rights in the Lincoln Licensed Marks other than
----------------
those specifically granted herein are reserved by Lincoln for its own
use and benefit. SEI shall at any time, whether during or after the
term of this limited license, execute any documents reasonably
required by Lincoln to confirm Lincoln's ownership of all such rights.
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Schedule 5
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SEI Broker Group Agreement
Lincoln and SEI
April 5, 2000
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Effective ___________________________, 20________ The Lincoln National Life
Insurance Company, member, NASD (hereinafter "Lincoln National") appoints
________________________________________________________________________________
Name of Broker/Dealer
member, NASD, organized under the laws of _______________________ (hereinafter
"Broker/Dealer"), as an entity authorized to solicit applications for the
Contracts in accordance with this Agreement.
1. Definitions
a. Broker/Dealer: An individual, partnership, corporation or other legal
entity admitted to membership in the National Association of Securities
Dealers (NASD) and appropriately licensed and appointed to sell the
Contracts; or an organization such as a bank, which pursuant to statutory
or regulatory authority, may act as a broker/dealer without being a member
of the NASD, but is appropriately licensed and appointed to sell the
Contracts.
b. Registered Representative: An individual who is a registered
representative of the Broker/Dealer in accordance with the rules of the
National Association of Securities Dealers (NASD) and has passed the
appropriate examinations and is appropriately licensed and appointed to
sell the Contracts.
c. Contracts: The SEI Variable Annuity Contracts issued by Lincoln National,
which offer as investment options funds advised by SEI Investments
Management Corporation.
d. SEI: SEI Investments Distribution Company, member, NASD.
2. Appointment
The Broker/Dealer is authorized to solicit applications for the Contracts
through Registered Representatives that are both appointed by Lincoln
National and are approved by SEI to sell SEI's asset management programs.
The Broker/Dealer agrees to solicit applications through
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only those Registered Representatives. However, the Broker/Dealer and the
Registered Representatives shall do so only while properly licensed to sell
the Contracts. All licensing fees shall be borne by the Broker/Dealer along
with any administrative charges associated with such licensing. In no event
is the Broker/Dealer authorized to offer the Contracts in the State of New
York.
3. NASD Membership
Each party to this Agreement represents that it is a member of the National
Association of Securities Dealers, Inc. (NASD). Each party further agrees
to comply with all applicable state and federal law, rules, and
regulations. The Broker/Dealer's expulsion from the NASD shall
automatically terminate this Agreement without notice. The Broker/Dealer's
suspension will terminate this Agreement immediately upon written or oral
notice from Lincoln National to the Broker/Dealer.
4. Limitations of Authority
The Broker/Dealer has no authority to incur any obligations or debts for or
on behalf of Lincoln National without its express written consent; to make,
modify, or discharge any contract on behalf of Lincoln National by any
statement, promise, representation or transaction; to waive, alter, modify
or change any of the terms, rates, or conditions of the Lincoln National
contracts; or to receive any monies or Purchase Payments (except for the
sole purpose of forwarding monies or Purchase Payments to Lincoln
National).
5. Independent Contractor
In the performance of all of its duties under this Agreement, the
relationship of the Broker/Dealer to Lincoln National is that of an
independent contractor and none other. Neither party shall be deemed to be
an employee or partner of the other party for any purpose, and nothing
herein shall be construed to create the relationship of master and servant,
employer and employee, or joint venturers between the Broker/Dealer and
Lincoln National.
6. Compensation
a. Upon submission of applications for the Contracts by the
Broker/Dealer, or appropriately licensed Registered Representatives of
the Broker/Dealer, conforming to such rules and procedures for the
conduct of the business of Lincoln National as are now established and
as may be reasonably established by Lincoln National in the future,
and upon issuance of contracts by Lincoln National, the Broker/Dealer
shall be entitled, subject to the terms and conditions of the
Agreement, to the applicable service fees set forth in the attached
Compensation Schedule(s) or revisions of such Compensation Schedule(s)
and all amendments, changes, and replacements thereof, as may be made
by Lincoln National with the consent of SEI. These Compensation
30
Schedule(s) are made a part of this Agreement. Revised Compensation
Schedules shall apply to policies issued and service fees earned after
the date that said schedules are adopted by Lincoln National (with the
consent of SEI). In the case of any violation of any of the terms of
this Agreement, Lincoln National shall be allowed to retain service
fees earned but not yet paid by Lincoln National. Lincoln National has
the right to deduct damages and expenses from such retained
commissions. If Broker/Dealer sells in an unauthorized market, or
without pre-approval of Lincoln National where necessary, the
Broker/Dealer forfeits all compensation under this Agreement from such
unauthorized sale.
b. The Broker/Dealer shall be solely responsible for all compensation
paid to its Registered Representatives and all related tax reporting
that may be required under applicable law.
7. Non-Exclusive
The parties expressly agree that the Broker/Dealer may represent any other
insurance carriers and offer any other insurance, lines, products, or
business, whether or not such other carrier lines, products or business
compete directly or indirectly with Lincoln National.
8. Advertising and Marketing Material
a. The Broker/Dealer shall cooperate with Lincoln National and SEI
in preparing advertising, solicitation brochures, and other
marketing materials to be used by Broker/Dealer to sell the
Contracts. No promotional and marketing material shall be used by
Broker/Dealer to sell the Contracts unless such material has
received the prior written approval of Lincoln National and SEI
and has been filed with the appropriate governmental and
regulatory agencies. No promotional and marketing material shall
be disseminated or used in any manner unless the express written
approval of Lincoln National and SEI has been given hereto.
b. The Broker/Dealer shall train and supervise all of its employees,
agents and Registered Representatives involved in the
solicitation, sale and delivery of the Contracts.
c. The Broker/Dealer agrees to indemnify and hold Lincoln National
and SEI harmless from any liability resulting from the negligent,
improper, unauthorized, or illegal use of sales, marketing,
solicitation or other materials.
d. Upon termination of this Agreement, all records, unused supplies,
software provided by Lincoln National, and all other material
furnished by Lincoln National in the Broker/Dealer's possession
shall be returned to Lincoln National upon request.
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e. Upon termination of this Agreement, all records, unused supplies,
SEI provided software, and all other material furnished by SEI
relating to the Contracts in the Broker/Dealer's possession shall
be returned to SEI upon request.
9. Prospectus
a. Lincoln National agrees that it or SEI will deliver to the
Broker/Dealer current Contract prospectuses. The Broker/Dealer agrees
to destroy and dispose of all prior prospectuses immediately upon
receipt of the current prospectuses.
x. Xxxxxxx National shall be liable for all statements contained in the
current Contract prospectus. The Broker/Dealer shall be liable for all
statements which are not contained in the current Contract prospectus
made by the Broker/Dealer, the Broker/Dealer's agents, employees, or
Registered Representatives.
Purchase Payments
a. Initial Purchase Payments shall be made payable to Lincoln National
and shall be delivered together with all applications and related
information in accordance with procedures established by Lincoln
National.
b. Any subsequent Purchase Payments received by the Broker/Dealer on
behalf of Lincoln National shall be forwarded promptly, but under no
circumstances in more than two (2) business days, in gross amount, to
Lincoln National or its designated agent.
11. SEI Information
a. The Broker/Dealer understands that the services SEI offers, including
but not limited to model asset allocation portfolios, are created to
provide investment information solely for use by the Broker/Dealer and
its employees, agents or Registered Representatives in advising
potential and current Contract owners and should not be presented or
employed as a substitute for investment advice provided by the
Broker/Dealer or its employees, agents or Registered Representatives.
b. The Broker/Dealer acknowledges that the information SEI makes
available to the Broker/Dealer in connection with the Contracts,
including but not limited to the model asset allocation portfolios, is
confidential and proprietary information ("Confidential Information").
The Broker/Dealer shall take reasonable steps to insure that all
Confidential Information is kept confidential. The Broker/Dealer shall
be responsible for damages associated with any breach of this
provision by it or its employees, agents or Registered
Representatives. As used herein, "reasonable steps" means the steps
that the Broker/Dealer takes to protect its own similar confidential
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and proprietary information, which shall not be less than a reasonable
standard of care.
12. Indemnification
a. The Broker/Dealer shall be solely responsible for the malicious,
intentional, reckless, knowing, or negligent acts or omissions of
himself or of its employees, agents, and Registered Representatives
for the business covered under this Agreement and shall indemnify and
hold harmless Lincoln National and SEI from any claims, demands,
liabilities, actions, judgements, loss, cost or expense, including
attorney fees, court costs, and punitive damages incurred by Lincoln
National or SEI by reason of such acts or omissions.
x. Xxxxxxx National shall be solely responsible for the negligent acts or
omissions of its employees, agents and Registered Representatives and
shall indemnify and hold harmless the Broker/Dealer from any claims,
demands, liabilities, actions, judgements, loss, cost, or expense,
including attorney fees and court costs incurred by the Broker/Dealer
which are caused by or arise out of any negligent acts or omissions of
Lincoln National, its employees, agents, or Registered
Representatives.
c. The Broker/Dealer, not Lincoln National or SEI, is solely responsible
for all statements, written or oral, acts, or representations, whether
expressed or implied, made by its agents, employees or Registered
Representatives and is responsible for notifying its agents, employees
and Registered Representatives of the terms and conditions of this
Agreement.
d. The Broker/Dealer (unless acting for Lincoln National in its capacity
as a Broker/Dealer), not Lincoln National, is solely responsible as to
the suitability of sale of the Contracts to individual persons.
e. The Broker/Dealer shall immediately notify Lincoln National of any and
all complaints about the Contracts received by the Broker/Dealer.
13. Assignments/Modifications
a. The Broker/Dealer shall make no assignment or transfer of this
Agreement or of any benefits or obligations hereunder, either in whole
or in part, without the prior written consent of both Lincoln National
and SEI. Any such assignee or transferee shall be properly licensed,
including pursuant to Section 1 of this Agreement, to perform its
function under this Agreement prior to the assignment to transfer. All
terms and conditions of this Agreement are applicable to any
assignment or transfer.
x. Xxxxxxx National shall make no assignment or transfer of this
Agreement or of
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any benefits or obligations hereunder, either in whole or in part,
without the prior written consent of both the Broker/Dealer and SEI.
Any such assignee or transferee shall be properly licensed, including
pursuant to Section 1 of this Agreement, to perform its function under
this Agreement prior to the assignment to transfer. All terms and
conditions of this Agreement are applicable to any assignment or
transfer.
c. This Agreement embodies the entire Agreement of the parties relative
to the matters with which it deals and is intended to be the entire
and exclusive embodiment thereof. Neither the Broker/Dealer nor
Lincoln National shall be bound by any promise, agreement,
understanding, or representation heretofore or hereafter made relative
to the subject matter of this Agreement except for any amendment under
Section 13.d or a change, revision, or addition to the attached
Compensation Schedule(s) as provided in Section 6.a.
d. This Agreement may be amended or revised at any time by Lincoln
National, upon notice to the Broker/Dealer and, unless the
Broker/Dealer notifies us in writing to the contrary within 10
calendar days of the mailing date of any such amendment, the
Broker/Dealer will be deemed to have accepted that amendment or
modification. Any amendment or revision must also be approved by SEI.
14. Indebtedness of Broker/Dealer
Lincoln National shall have first lien on all service fees and other
compensation payable hereunder for any debt due from the Broker/Dealer to
Lincoln National or any of its affiliates, including charges relating to
certain cancellations, rejections, or reissues of contracts. Lincoln
National may at this time deduct or set off from any moneys payable under
this Agreement, or from any other source, any such debt or debts at the
legal rate. This lien shall not be extinguished by the termination of the
Broker/Dealer's authority. This provision shall not be construed in any way
to limit any indebtedness of the Broker/Dealer to the value of the service
fees and other compensation payable under this Agreement. In the event of
the termination of the Broker/Dealer's authority, the unpaid balance of the
Broker/Dealer's indebtedness shall be immediately due and payable without
demand or notice.
15. Termination of Agreement
a. The Broker/Dealer or Lincoln National may terminate the
Broker/Dealer's appointment under this Agreement, with or without
cause, by notice sent by ordinary mail to the last known address of
the other party and to SEI. Terminations of appointment as used in
this Agreement shall mean termination of authority either through
cancellation of the appropriate license or registration or through
termination of this entire Agreement.
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x. Xxxxxxx National reserves the right, rather than to completely
terminate this Agreement, to suspend the right of the Broker/Dealer to
sell new business, including taking applications on existing
contracts, but still allow the Broker/Dealer to service existing
business. This right shall exist provided that it does not violate any
applicable state or federal law or regulation. Lincoln National will
provide evidence of servicing relationship in writing to the
Broker/Dealer. Lincoln National reserves the right to terminate the
service agreement pursuant to the terms of this Agreement. The parties
shall provide copies of any notifications, correspondence or
agreements under this Section to SEI.
c. If the Representative's right to sell new business, including taking
applications on existing Contracts, is suspended by Lincoln National
while still allowing the Broker/Dealer to service existing business,
then all compensation as provided by this Agreement shall continue to
be payable to the Broker/Dealer as long as the Broker/Dealer remains
broker of record and unless otherwise provided in this Agreement.
d. This Agreement will automatically terminate if and when the selling
agreement between SEI and the Broker/Dealer (covering mutual funds
and/or general securities) is terminated. SEI will provide notice to
Lincoln National and the Broker/Dealer of any termination under this
provision.
16. Forbearance
Forbearance or neglect of Lincoln National or SEI to insist upon
performance of this Agreement shall not constitute a waiver of their rights
and privileges.
17. SEI Approval
The parties agree that this Agreement shall not be effective until approved
by SEI, which approval, in order to be effective, shall be effected by
SEI's signature on the signature page of this Agreement.
18. Choice of Law
The Broker/Dealer and Lincoln National expressly agree that in the case of
any disputes arising under this Agreement, this Agreement shall be
construed under Indiana Law.
19. Benefit
This Agreement includes provisions for the benefit of SEI, and SEI shall
have the right to enforce the terms of this Agreement.
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LINCOLN NATIONAL BROKER/DEALER
By:______________________________ By:____________________________________
Assistant Secretary Broker/Dealer
By:____________________________________
(Authorized Officer)
____________________________________
Tax Identification Number
Approved:
SEI INVESTMENTS DISTRIBUTION COMPANY
BY: ________________________________________
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