EXHIBIT 1.(3)(A)
SELLING GROUP AGREEMENT
FOR LINCOLN FINANCIAL ADVISORS
Effective July 1, 1997 this Agreement is made between Lincoln Financial
Advisors [hereinafter called the "Broker"] and The Lincoln National Life
Insurance Company, located at 0000 Xxxxx Xxxxxxx Xxxxxx, Xxxx Xxxxx, Xxxxxxx
00000, an Indiana corporation [hereinafter called the "Company"].
In consideration of the mutual promises contained herein, the parties
hereto agree as follows:
A. Definitions
(1) Contract-variable annuity, and variable universal life
insurance contracts described in Schedule A attached hereto
and issued by the Company and for which the Company acts as the
principal underwriter. From time to time Schedule A may be
amended. Such amendments will be effective upon written
notification to the Broker that a new or amended Schedule A
has been issued.
(2) Account-segregated investment accounts in which the Company sets
aside and invests the assets to fund the benefits under the
Contracts.
(3) Funds--Any of the mutual funds in which net purchase payments are
invested at net asset value pursuant to the directions of the
Contract owner.
(4) Registration Statement--the Registration Statements and
amendments thereto on file with the SEC relating to the
Contracts, the Account, and the Funds, including
financial statements and all exhibits, as applicable.
(5) Prospectus--the prospectus included within the Registration
Statements referred to herein.
(6) 1933 Act--the Securities Act of 1933, as amended.
(7) 1934 Act--the Securities and Exchange Act of 1934, as amended.
(8) 1940 Act--the Investment Company Act of 1940, as amended.
(9) SEC--the Securities and Exchange Commission.
B. Agreements of Company
(1) Company hereby authorizes Broker during the term of this Agreement
to solicit applications for Contracts from eligible persons, provided
that there is an effective Registration Statement relating to such
Contracts and provided further that Broker has been notified by
Company that the contracts are qualified for sale under all applicable
securities and insurance laws of the state or jurisdiction in all
applicable jurisdictions. In connection with the solicitation of
applications for Contracts, Broker is hereby authorized to offer
riders that are available with the Contracts in accordance with
instructions furnished by Company.
(2) Company, during the terms of this Agreement, will notify Broker of
the issuance by the SEC of any stop order with respect to the
Registration Statement or any amendments thereto or the initiation of
any proceedings for that purpose or for any other purpose relating to
the Registration and/or offering of the Contracts and of any other
action or circumstance that may prevent the lawful sale of the
Contracts in any state or jurisdiction.
(3) During the term of this Agreement, Company shall advise Broker of
any amendment to the Registration Statement or any amendment or
supplement to any Prospectus.
C. Agreements of Broker
(1) Broker represents that it is a properly registered and licensed
broker or dealer under federal and state securities laws and
regulations and a member in good standing of the National Association
of Securities Dealers, Inc. [hereinafter "NASD"] and agrees to notify
Company immediately if Broker ceases to be so registered or licensed
or a member in good standing of the NASD. Further, Broker represents
that each of its agents licensed to sell contracts [each respectively
referred to hereinafter as "the Agent"] will be soliciting applications
for Contracts under this Agreement. Broker represents that the Agent
is a fully-registered representative of the Broker and moreover that
the Agent is a registered representative in good standing with the
NASD, with accreditation to sell the Contracts as required by the NASD.
(2) Commencing at such time as Company and Broker shall agree upon,
Broker agrees to use its best efforts to find purchasers for the
Contracts acceptable to the Company. In meeting its obligation to use
its best efforts to solicit applications for Contracts, Broker shall,
during the term of this Agreement, engage in the following activities:
(a) Continuously utilize training, sales, and only such promotional
materials which have been approved by Company for those Contracts
defined in this Agreement.
(b) Abide by all rules and regulations of the NASD, including its
Conduct Rules (which shall control and override any provision to
the contrary in this Agreement), and comply with all applicable
federal and state laws, rules and regulations. Broker is
responsible for supervision of Agent and other associated persons
which will enable Broker to assure that Agent and associated
persons are in compliance with applicable securities laws, rules,
regulations and statements of policy promulgated thereunder.
(c) After reasonable inquiry of each applicant, Broker shall take
reasonable steps to ensure that the Agent shall not make
recommendations to an applicant to purchase a Contract in the
absence of reasonable grounds to believe that the purchase of the
Contract is suitable for such applicant.
(3) All payments for Contracts collected by the Agent shall be held at all
times in a fiduciary capacity and shall be remitted promptly, in full,
together with such applications, forms, and other required
documentation to the designated office of the Company. Checks or
money orders in payment of initial premiums shall be drawn to the
order of The Lincoln National Life Insurance Company. Broker
acknowledges that the Company retains the ultimate right to control
the sale of the Contracts and that the Company shall have the
unconditional right to reject, in whole or in part, any application
for the Contract. In the event Company rejects an application, Company
will immediately return all payments directly to the purchaser, and
the Broker will be notified of such action. In the event that any
purchaser of a Contract elects to return such Contract, as allowed by
the applicable state law, federal law or NASD Conduct Rules, the
purchaser will receive a refund in accordance with the provisions of
the applicable law or rule.
(4) Broker shall return any related sales commission to the Company, if a
Contract is tendered for redemption within seven business days after
acceptance of the Contract application.
(5) Broker shall act as an independent contractor, and nothing contained
herein shall make Broker or any one of its employees, or the Agent,
an employee of Company in connection with the solicitation of, or
applications for, Contracts. The Broker, the Agent, and the employees
of either the Broker or Agent shall not hold themselves out to be
employees of Company in this connection or in any dealings with
the public.
(6) Broker agrees that any material it develops, approves or uses for
sales, training, explanatory or other purposes including illustrations
in connection with the solicitation of applications for Contracts
hereunder (other than generic advertising materials which do not make
specific reference to the Contracts) will not be used without the prior
written consent of Company and, where appropriate, the endorsement of
Company.
(7) Solicitation and other activities by Broker shall be undertaken only
in accordance with applicable laws and regulations. The Agent shall
not solicit applications for the Contracts until duly licensed and
appointed by the Company as a life insurance and variable contract
broker or agent of Company in the appropriate states or other
jurisdictions. Broker shall ensure that the Agent fulfills any
training requirements necessary to be licensed to sell such products.
Broker understands and acknowledges that neither it nor the Agent is
authorized by Company to give any information or make any
representation in connection with this Agreement or the offering of
the Contracts other than those contained in the Prospectus or other
solicitation material authorized in writing by Company.
(8) Broker shall not have authority on behalf of Company to make, alter,
or discharge any Contract or other form; waive any forfeiture; extend
the time of paying any premium; or receive any monies or premiums due,
or to become due, to Company, except as set forth in Section C(3) of
this Agreement. Broker shall not expend, nor contract for the
expenditure of the funds of Company, nor shall Broker possess or
exercise any authority on behalf of the Company under this Agreement.
(9) Broker shall have the responsibility for maintaining the records of
the Agent. Broker shall maintain such other records as are required
of it by applicable laws and regulations. The books, accounts and
records of Company, the Account and Broker relating to the sale of the
Contract shall be maintained so as to clearly and accurately disclose
the nature and details of the transactions. All records maintained
by the Broker in connection with this Agreement shall be the property
of the Company and shall be returned to the Company upon termination
of this Agreement, free from any claims or retention of rights by
the Broker. Nothing in this Section C(9) shall be interpreted to
prevent the Broker from retaining copies of any such records which
the Broker, in its discretion, deems necessary or desirable to keep.
The Broker shall keep confidential any information obtained pursuant
to this Agreement, and shall disclose such information, only if the
Company has authorized such disclosure, or if such disclosure is
expressed or required by an applicable federal or state regulatory
authority.
D. Compensation
(1) Company shall arrange for the payment of commissions to the Agent as
compensation for the sale of each Contract sold by the Agent.
Compensation shall be paid according to the terms of Section B of
the Broker and Agent Contracts entered into between the Company and
the Broker, and the Company and the Agent. No compensation is payable
unless the Broker and the Agent have first complied with all
applicable insurance laws, rules, and regulations. Company shall
identify to the Broker, with each such payment, the name of the Agent
as the one who solicited each Contract covered by the payment.
(2) Neither Broker nor the Agent shall have any right to withhold or deduct
any part of any premium it shall receive for the purposes of the
payment of commission or otherwise.
(3) Upon termination of this Agreement, The Company will pay commissions
to the Agent only to the extent provided in Section B of the Agent's
Contract entered into between the Company and the Agent. Furthermore,
in the event of termination, Company will pay commissions to the Broker
only to the extent provided in Section B of the Broker's contract
entered into between the Company and the Agent.
(4) No commissions will be paid for the sale of Contracts not listed in
Schedule A.
(5) No commissions will be paid for the sale of Contracts in jurisdictions
in which the Broker and/or its Agents are not duly licensed.
E. Complaints and Investigations
(1) Broker and Company jointly agree to cooperate fully in any
insurance regulatory investigation or proceeding or judicial
proceeding arising in connection with the contracts marketed under
this Agreement. Broker and Company further agree to cooperate fully
in any securities regulatory investigation or proceeding or judicial
proceeding with respect to Broker, Company, their affiliates and the
Agent to the extent that such investigation or proceeding is in
connection with Contracts marketed under this Agreement. Broker and
Company shall furnish applicable federal and state regulatory
authorities with any information or reports in connection with their
services under this Agreement which such authorities may request in
order to ascertain whether the Company's or Broker's operations are
being conducted in a manner consistent with any applicable law or
regulation.
(2) Broker warrants and represents that as of the date of execution of
this Agreement, it has no knowledge of any pending or threatened
complaint or investigation instituted against any of its Agents
relating to the sale of any Contracts listed in Schedule A.
F. Termination of Agreement
(1) This Agreement shall continue in force unless terminated by either
party pursuant to Section A of the Broker Contract entered into between
the Company and Broker.
(2) Upon termination of this Agreement, all authorizations, rights and
obligations themselves shall cease except (a) the agreements contained
in Section E hereof; and (b) the indemnity agreement set forth in
Section G hereof.
G. Indemnity
(1) Broker shall be held to the exercise of reasonable care in carrying
out the provisions of this Agreement.
(2) Company agrees to indemnify and hold harmless Broker and each officer
or director of Broker against any losses, claims, damages or
liabilities, joint or several, to which Broker or such officer or
director becomes subject, under the 1933 Act or otherwise, insofar as
such losses, claims, damages or liabilities (or actions in respect
thereof) arise out of, or are based upon, any untrue statement or
alleged untrue statement of a material fact, required to be stated
therein or necessary to make these statements therein not misleading,
contained in any Registration Statement or any post-effective amendment
thereof or in the Prospectus, or any sales literature provided by the
Company.
(3) Broker agrees to indemnify and hold harmless Company and each of its
current and former directors and officers and each person, if any, who
controls or has controlled the Company within the meaning of the 1933
Act of the 1934 Act, against any losses, claims, damages or liabilities
to which Company and any such director or officer or controlling
person may become subject, under the 1933 Act or otherwise, insofar as
such losses, claims, damages or liabilities (or actions in respect
there) arise out of, or are based upon:
(a) Any unauthorized use of sales materials or any verbal or written
misrepresentations or any unlawful sales practices concerning
the Contracts by Broker, its agents and its employees; or
(b) Claims by the Agent, Broker or their employees for commissions,
service fees, development allowances or other compensation or
remuneration of any type; or
(c) The failure of Broker, its officers, employees, or the Agent to
comply with the provisions of this Agreement; or
(d) The fraudulent, malicious, intentional, reckless, knowing or negligent
acts or omissions of Broker's employees, officers, agents or sales
persons;
and Broker will reimburse Company and any director or officer or
controlling person of either for any legal or other expenses reasonably
incurred by Company, or such director, officer of controlling person in
connection with investigating or defending any such loss, claim, damage,
liability, or action. This indemnity agreement will be in addition to any
liability which Broker may otherwise have.
H. Assignability
(1) This Agreement shall not be assigned by either party without the
written consent of the other.
I. Governing Law
(1) This Agreement shall be governed by and construed in accordance with
the laws of the State of Indiana.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed this 26th day of June, 1997.
---- ---- ----
The Lincoln National Life Lincoln Financial Advisors, Inc.
Insurance Company [COMPANY] [BROKER]
By: /s/ XXXXX X. XXXXXXXXX By: /s/ XXXXXXX X. XXXXXX
------------------------------ --------------------------------
Xxxxx X. Xxxxxxxxx Xxxxxxx X. Xxxxxx
ITS: Vice President ITS: Chief Financial Officer
---------------------------- ------------------------------
Schedule A
to the
Selling Group Agreement
Between
The Company and The Broker
The following is a list of Contracts that Broker has been granted
authority by the Company to sell:
1. Lincoln National Life Insurance Company
Multi Fund -Registered Trademark- Variable Annuity Contracts
2. Lincoln National Life Insurance Company
Variable Universal Life III Contracts
To the Selling Group Agreement
Between
The Company and The Broker
Effective February 9, 1999
The following is a list of Contracts that Broker has been granted
authority by the Company to sell:
1. Lincoln National Life Insurance Company
Multi-Fund -Registered Trademark- Variable Annuity Contracts
(Lincoln National Variable Annuity Account C)
2. Lincoln National Life Insurance Company
Variable Universal Life III Contracts
(Lincoln Life Flexible Premium Variable Life Account G)
3. Lincoln National Life Insurance Company
Multi-Fund -Registered Trademark- Variable Life
(Lincoln Life Flexible Premium Variable Life Account K)
4. Lincoln National Life Insurance Company
VUL I
(Lincoln Life Flexible Premium Variable Life Account M)
5. Lincoln National Life Insurance Company
Delaware-Lincoln ChoicePlus
Delaware-Lincoln ChoicePlus XL
(Lincoln National Variable Annuity Account N)
6. Lincoln National Life Insurance Company
Group Multi-Fund -Registered Trademark-
(Lincoln Life Variable Annuity Account Q)
7. Lincoln National Life Insurance Company
SVUL
(Lincoln Life Flexible Premium Variable Life Account R)
IN WITNESS WHEREOF, each of the parties hereto has caused this Amendment
to Schedule A to be executed in its name and behalf by its duly authorized
officer specified below.
THE LINCOLN NATIONAL LIFE LINCOLN FINANCIAL
INSURANCE COMPANY [COMPANY] ADVISORS, INC. [BROKER]
By: /s/ XXXXX X. XXXXXXXXX By: /s/ XXXXXXX X. XXXXXX
---------------------- ----------------------
Xxxxx X. Xxxxxxxxx Xxxxxxx X. Xxxxxx
Vice President Chief Financial Officer
Amendment to Schedule A
To the Selling Group Agreement
Between
The Company and The Broker
Effective October 15, 1999
The following is a list of Contracts that Broker has been granted authority
by the Company to sell:
1. Lincoln National Life Insurance Company
Multi-Fund -Registered Trademark- Variable Annuity Contracts
(Lincoln National Variable Annuity Account C)
2. Lincoln National Life Insurance Company
Variable Universal Life III Contracts
(Lincoln Life Flexible Premium Variable Life Account G)
3. Lincoln National Life Insurance Company
Multi-Fund -Registered Trademark- Variable Life
(Lincoln Life Flexible Premium Variable Life Account K)
4. Lincoln National Life Insurance Company
VUL I
(Lincoln Life Flexible Premium Variable Life Account M)
5. Lincoln National Life Insurance Company
Delaware-Lincoln ChoicePlus
Delaware-Lincoln ChoicePlus XL
(Lincoln National Variable Anuuity Account N)
6. Lincoln National Life Insurance Company
Group Multi-Fund -Registered Trademark-
(Lincoln Life Variable Annuity Account Q)
7. Lincoln National Life Insurance Company
SVUL
(Lincoln Life Flexible Premium Variable Life Account R)
8. Lincoln National Life Insurance Company
eAnnuity -TM- Variable Annuity Contracts
(Lincoln National Variable Annuity Account C)
IN WITNESS WHEREOF, each of the parties hereto has caused this
Amendment to Schedule A to be executed in its name and behalf by its duly
authorized officer specified below.
THE LINCOLN NATIONAL LIFE LINCOLN FINANCIAL
INSURANCE COMPANY [COMPANY] ADVISORS, INC. [BROKER]
By: /s/ XXXXX X. XXXXXXXXX By:
---------------------- ------------------------
Xxxxx X. Xxxxxxxxx Xxxxxxx X. Xxxxxx
Vice President Chief Financial Officer
IN WITNESS WHEREOF, each of the parties hereto has caused this
Amendment to Schedule A to be executed in its name and behalf by its duly
authorized officer specified below.
THE LINCOLN NATIONAL LIFE LINCOLN FINANCIAL
INSURANCE COMPANY [COMPANY] ADVISORS, INC. [BROKER]
By: By: /s/ XXXXXXX X. XXXXXX
------------------------- ----------------------------
Xxxxx X. Xxxxxxxxx Xxxxxxx X. Xxxxxx
Vice President Chief Financial Officer
Amendment to Schedule A
To the Selling Group Agreement
Between
The Company and The Broker
Effective November 22, 1999
The following is a list of Contracts that Broker has been granted
authority by the Company to sell:
1. Lincoln National Life Insurance Company
Multi-Fund -Registered Trademark- Variable Annuity Contracts
(Lincoln National Variable Annuity Account C)
2. Lincoln National Life Insurance Company
Variable Universal Life III Contracts
(Lincoln Life Flexible Premium Variable Life Account G)
3. Lincoln National Life Insurance Company
Multi-Fund -Registered Trademark- Variable Life
(Lincoln Life Flexible Premium Variable Life Account K)
4. Lincoln National Life Insurance Company
VUL I
(Lincoln Life Flexible Premium Variable Life Account M)
5. Lincoln National Life Insurance Company
Delaware-Lincoln ChoicePlus
Delaware-Lincoln ChoicePlus XL
(Lincoln Life Variable Annuity Account N)
6. Lincoln National Life Insurance Company
Group Multi-Fund -Registered Trademark-
(Lincoln Life Variable Annuity Account Q)
7. Lincoln National Life Insurance Company
SVUL
(Lincoln Life Flexible Premium Variable Life Account R)
8. Lincoln National Life Insurance Company
eAnnuity -TM- Variable Annuity Contracts
(Lincoln National Variable Annuity Account C)
IN WITNESS WHEREOF, each of the parties hereto has caused this
Amendment to Schedule A to be executed in its name and behalf by its duly
authorized officer specified below.
THE LINCOLN NATIONAL LIFE LINCOLN FINANCIAL
INSURANCE COMPANY [COMPANY] ADVISORS, INC. [BROKER]
By: /s/ XXXXX X. XXXXXXXXX By: /s/ XXXXXXX X. XXXXXX
----------------------- -----------------------
Xxxxx X. Xxxxxxxxx Xxxxxxx X. Xxxxxx
Vice President Second Vice President and
Controller
Amendment to Schedule A
To the Selling Group Agreement
Between
The Company and The Broker
Effective February 14, 2000
The following is a list of Contracts that Broker has been granted
authority by the Company to sell:
1. Lincoln National Life Insurance Company
Multi-Fund -Registered Trademark- Variable Annuity Contracts
(Lincoln National Variable Annuity Account C)
2. Lincoln National Life Insurance Company
Variable Universal Life III Contracts
(Lincoln Life Flexible Premium Variable Life Account G)
3. Lincoln National Life Insurance Company
Multi-Fund -Registered Trademark- Variable Life
(Lincoln Life Flexible Premium Variable Life Account K)
4. Lincoln National Life Insurance Company
VUL I
(Lincoln Life Flexible Premium Variable Life Account M)
5. Lincoln National Life Insurance Company
Delaware-Lincoln ChoicePlus
Delaware-Lincoln ChoicePlus XL
(Lincoln Life Variable Annuity Account N)
6. Lincoln National Life Insurance Company
Group Multi-Fund -Registered Trademark-
(Lincoln Life Variable Annuity Account Q)
7. Lincoln National Life Insurance Company
SVUL
(Lincoln Life Flexible Premium Variable Life Account R)
8. Lincoln National Life Insurance Company
eAnnuity -TM- Variable Contracts
(Lincoln National Variable Annuity Account C)
9. Lincoln National Life Insurance Company
Lincoln Director -TM-
IN WITNESS WHEREOF, each of the parties hereto has caused this
Amendment to Schedule A to be executed in its name and behalf by its duly
authorized officer specified below.
THE LINCOLN NATIONAL LIFE LINCOLN FINANCIAL ADVISORS, INC.
INSURANCE COMPANY [COMPANY] [BROKER]
By: /s/ XXXXX X. XXXXXXXXX By: /s/ XXXXXXX X. XXXXXX
---------------------- ----------------------
Xxxxx X. Xxxxxxxxx Xxxxxxx X. Xxxxxx
Vice President Second Vice President and
Controller
