EXHIBIT 8(a)
FUND PARTICIPATION AGREEMENT
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THIS AGREEMENT, effective this 12th day of July, 1989 among THE LINCOLN
NATIONAL LIFE INSURANCE COMPANY ("Lincoln National"), a life insurance company
organized under the laws of the State of Indiana for itself and on behalf of
SEPARATE ACCOUNT H OF THE LINCOLN NATIONAL LIFE INSURANCE COMPANY ("Account"), a
separate account established by Lincoln National in accordance with the laws of
the State of Indiana, and AMERICAN VARIABLE INSURANCE SERIES ("Series"), an
open-end management company organized under the laws of the State of
Massachusetts.
WITNESSETH
WHEREAS, the Account has been established by Lincoln National pursuant to
the Indiana Insurance Code in connection with certain variable annuity contracts
("Contracts") proposed to be issued to the public by Lincoln National; and
WHEREAS, the Account has been registered as a unit investment trust under
the Investment Company Act of 1940; and
WHEREAS, the income, gains and losses, whether or not realized, from assets
allocated to the Account are, in accordance with the applicable Contracts, to be
credited to or charged against such Account without regard to other income,
gains or losses of Lincoln National; and
WHEREAS, the Account is subdivided into various subaccounts ("Subaccounts")
under which income, gains and losses, whether or not realized, from assets
allocated to each such Subaccount are, in accordance with the applicable
Contracts, to be credited to or charged against such Subaccounts without regard
to other income, gains or losses of other Subaccounts or of Lincoln National;
and
WHEREAS, the Series is divided into various funds ("Funds"), each Fund
being subject to certain fundamental investment policies and restrictions which
may not be changed without a majority vote of the shareowners of such Fund; and
WHEREAS, certain Funds will serve as the underlying investment medium for
certain Subaccounts; and
WHEREAS, American Funds Distributors, Inc., the principal underwriter for
the Contracts to be funded by the Account, is a broker-dealer registered as such
under the Securities Exchange Act of 1934;
NOW THEREFORE, in consideration of the foregoing and of mutual covenants
and conditions set forth herein and for other good and valuable consideration,
Lincoln National, the Account, and the Series, hereby agree as follows:
1. The Contracts funded through the Account will provide for the
allocation of net amounts among certain Subaccounts for investment in such
shares of the Funds as may be offered from time to time in the prospectus of the
Contracts. The selection of the particular Subaccount is to be made by the
Contract Owner and such selection may be changed in accordance with the terms of
the Contracts.
2. Fund shares to be made available to certain Subaccounts shall be sold
by the respective Funds and purchased by Lincoln National for the corresponding
Subaccount at the net asset value (without the imposition of a sales load) next
computed after receipt of each order, as established in accordance with the
provisions of the then current prospectus of the Series. Shares of particular
Funds shall be ordered in such quantities and at such times as determined by
Lincoln National to be necessary to meet the requirements of the Contracts.
Orders or payments for shares purchased will be sent promptly to the Series and
will be made in the manner established from time to time by the Series.
The Series reserves the right to delay transfer of its shares until the
payment check has cleared. The Series reserves the right to suspend sales if the
Board of Trustees of the Series deems it appropriate and in the best interests
of the Series or in response to the order of an appropriate regulatory
authority.
3. Transfer of the Series' shares will be by book entry only. No stock
certificates will be issued to the Account. Shares ordered from a particular
Fund will be recorded in an appropriate title for the corresponding Subaccount
by Lincoln National.
4. The Series shall furnish notice promptly to Lincoln National of any
dividend or distribution payable on any shares underlying Subaccounts. All of
such dividends and distributions as are payable on shares of a Fund recorded in
the title for the corresponding Subaccount shall be automatically reinvested in
additional shares of that Fund. The Series shall notify Lincoln National of the
number of shares so issued. Lincoln National will provide the Series a list of
Contract owners upon written notice from the Series' Board.
5. The Series shall pay all expenses incidental to its performance under
this Agreement. The Series shall see to it that all of its shares are registered
and authorized for issue in accordance with applicable federal and state laws
prior to their purchase for the Subaccount. The Series shall bear the expenses
for the cost of registration of its shares, preparation of its prospectuses,
proxy materials and reports, the printing and distribution of such items to each
Contract owner who has allocated net amounts to any Subaccount, the preparation
of all statements and notices required by any federal or state law, or taxes on
the issue or transfer of the Series' shares subject to this Agreement.
6. Lincoln National shall make no representations concerning the Series'
shares except those contained in the then current prospectus of the Series and
in printed information subsequently issued on behalf of the Series as
supplemental to such prospectus.
7. Shares of the Series may be offered to separate accounts of various
insurance companies in addition to Lincoln National. The parties to this
Agreement recognize that, due to differences in tax treatment or other
considerations, the interests of various Contract (or policy) owners
participating in one or more Funds might, at some time, be in conflict.
Each party shall report to the other party any potential or existing
conflict of which it becomes aware. The Board of Trustees of the Series shall
promptly notify Lincoln National of the existence of an irreconcilable material
conflict and its implications. If such a conflict exists, Lincoln National will,
at its own expense, take whatever action it deems necessary to remedy such
conflict; in any case, Contract owners will not be required to bear such
expenses.
8. Lincoln National shall be responsible for assuring that the Account
calculates pass-through voting privileges of Contract owners in a manner
consistent with the method of calculating pass-through voting privileges set
forth in the current Contract prospectuses.
9. The Series agrees to comply with the diversification requirements of
IRC 817(h) and any regulations therefor.
10. This Agreement shall terminate:
a. at the option of Lincoln National or of the Series upon six
months' advance written notice to the other;
b. at the option of Lincoln National upon institution of formal
proceedings against the Series by the Securities and Exchange
Commission;
c. Upon requisite vote of the Contract owners having an interest in a
particular Subaccount to substitute the shares of another
investment company for the corresponding Series shares in
accordance with the terms of the Contracts for which those Series
shares had been selected to serve as the underlying investment
medium. Lincoln National will give 30 days' prior written notice
to the Series of the date of any proposed vote to replace Series'
shares; and
d. In the event the Series' shares are not registered, issued or sold
in accordance with applicable state and/or federal law or such law
precludes the use of such shares as an underlying investment for
the Contracts issued or to be issued by Lincoln National; in such
event prompt notice shall be given by Lincoln National or the
Series to the other.
11. If this Agreement terminates, any provision of this Agreement
necessary to the orderly windup of business under it will remain in effect as to
that business, after termination.
12. The obligations of the Series under this Agreement are not binding
upon any of the Trustees, officers, employees or shareholders of the Series
individually, but bind only the Series' assets. When seeking satisfaction for
any liability of the Series in respect of this Agreement,
Lincoln National and the Account agree not to seek recourse against said
Trustees, officers, employees or shareholders, or any of them, or any of their
personal assets for such satisfaction.
13. This Agreement shall be construed in accordance with the laws of the
State of California.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed and attested as of the date first above written.
THE LINCOLN NATIONAL LIFE
INSURANCE COMPANY FOR ITSELF
AND ON BEHALF OF SEPARATE
ACCOUNT H
Attest:
/s/ Xxxxx X. Xxxxxxxxx By: /s/ Xxxxxx X. Xxxxxx
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AMERICAN VARIABLE INSURANCE SERIES
Attest:
/s/ Xxxxxxx Xxxxxx By: /s/ Xxxx X. Xxxxxx
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K56676
