PARTICIPATION AGREEMENT
BETWEEN
LINCOLN NATIONAL LIFE INSURANCE COMPANY
AND
DELAWARE DISTRIBUTORS, LP
THIS AGREEMENT, made and entered into this 30th day of May, 1996, by
and between the LINCOLN NATIONAL LIFE INSURANCE COMPANY, an Indiana insurance
company (the "Company"), on its own behalf and on behalf of each separate
account of the Company named in Schedule I to this Agreement as in effect at the
time this Agreement is executed and such other separate accounts that may be
added to or deleted from Schedule 1 from time to time in accordance with the
provisions of Article IX of this Agreement (each such account is herein referred
to as the "Account"), and DELAWARE DISTRIBUTORS, LP, a Delaware limited
partnership (the "Distributor").
WHEREAS, the investment companies set forth on Schedule 2 to this
Agreement and such other investment companies that may be added to Schedule 2
from time to time in accordance with the provisions of Article IX of this
Agreement (such investment companies are herein referred to as the "Funds") are
engaged in business as open-end management investment companies;
WHEREAS, the common stock of each Fund (the "Fund shares") consists of
separate series ("Series") issuing separate classes of shares ("Series shares"),
each such class representing an interest in a particular managed portfolio of
securities and other assets;
WHEREAS, the Company has established the Accounts, to serve as
investment vehicles for the group annuity contracts offered by the Company
("Contracts"). Selection of a particular Account is made by the owner of a
Contract in accordance with the provisions of the applicable Contract;
WHEREAS, the Distributor is registered as a broker-dealer with the SEC
under the Securities Exchange Act of 1934, as amended (the " 1934 Act"), and is
a member in good standing of the National Association of Securities Dealers,
Inc. (the "NASD");
WHEREAS, the Distributor and each of the Funds have entered into
agreements (the "Fund Distribution Agreement") pursuant to which the Distributor
will distribute Fund shares;
WHEREAS, to the extent permitted by applicable insurance laws and
regulations, the Company intends to purchase Series shares on behalf of the
Account to fund the Contracts and the Distributor is authorized to sell such
Series shares to the Account at net asset value; and
NOW, THEREFORE, in consideration of their mutual promises, the
Company, and the Distributor agree as follows:
ARTICLE I. SALE OF FUND SHARES
1.1. The Distributor agrees to sell to the Company those Series shares
which the Company orders on behalf of the Account, executing such orders on a
daily basis in accordance with Section 1.4 of this Agreement.
1.2. Each Fund shall make the shares of its Series available for
purchase by the Company on behalf of the Account at the then applicable net
asset value per share on Business Days as defined in Section 1.4 of this
Agreement, each Fund shall use reasonable efforts to calculate such net asset
value on each such Business Day. The Company acknowledges that the Board of
Directors of the Funds (the "Fund Board") may suspend or terminate the offering
of a Fund's shares of any Series, if such action is required by law or by
regulatory authorities having jurisdiction or if, in the sole discretion of the
Fund Board acting in good faith and in light of its fiduciary duties under
Federal and any applicable state laws, suspension or termination is necessary
and in the best interests of the shareholders of any Series.
1.3. Each Fund shall redeem, at the Company's request, any full or
fractional shares of the Fund held by the Account or the Company, executing such
requests at the net asset value on a daily basis in accordance with Section 1.4
of this Agreement, the applicable provisions of the Investment Company Act of
1940 (the " 1940 Act") and the then currently effective prospectus for such Fund
("Fund Prospectus"). Notwithstanding the foregoing, the Company acknowledges
that the Fund may delay redemption of Fund shares of any Series to the extent
permitted by the 1940 Act, any rules, regulations or orders thereunder, or the
then currently effective Fund Prospectus.
1.4.
(a) For purposes of Sections 1. 1, 1.2 and 1.3, the Company shall
be the agent of the Distributor for the limited purpose of receiving
redemption and purchase requests from the Account (but not from the general
account of the Company), and receipt on any Business Day by the Company as
such limited agent of the Distributor prior to the time prescribed in the
current Fund Prospectus (which as of the date of execution of this
Agreement is 4 p.m.) shall constitute receipt by the Fund on that same
Business Day, provided that the Fund receives notice of such redemption or
purchase request by 9:30 a.m. Eastern Time on the next following Business
Day. For purposes of this Agreement, "Business Day" shall mean any day on
which the New York Stock exchange is open for trading.
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(b) The Company shall pay for shares of each Series on the same
Business Day it places an order with the Fund to purchase those Series
shares for an Account. Payment for Series shares will be made by the
Account or the Company in Federal Funds transmitted to the Fund by wire to
be received by 3:00 p.m. Eastern Time. If payment in federal funds for any
purchase is not received or is received by the Fund after 3: 00 p.m.
Eastern Time on such Business Day, the Company shall promptly, upon the
Fund's request, reimburse the Fund for any charges, costs, fees, interest
or other expenses incurred by the Fund in connection with any advances to,
or borrowings or overdrafts by, the Fund, or any similar expenses incurred
by the Fund, as a result of portfolio transactions effected by the Fund
based upon such purchase request. Upon receipt by the Fund of the federal
funds so wired, such funds shall cease to be the responsibility of the
Company and shall become the responsibility of the Fund.
(c) Payment for Series shares redeemed by the Account or the
Company will be made in Federal Funds transmitted to the Company by wire to
be received by 3:00 p.m. Eastern Time on the Business Day the Fund is
notified of the redemption order of Series shares (unless redemption
proceeds are applied to the purchase of shares of other Series). If payment
in federal funds for any redemption is not received by 3:00 p.m. Eastern
Time on such Business Day, the Fund shall promptly, upon the Company's
request, reimburse the Company for any changes, costs, fees, interest or
other expenses incurred by the Company in connection with any advances to,
or borrowings or overdrafts by the Company, or any similar expenses
incurred by the Company as a result of redemption proceed payments effected
by the Company. The Company acknowledges that the Fund reserves the right
to delay payment of redemption proceeds, but in no event may such payment
be delayed longer than the period permitted under Section 22(e) of the 1940
Act. Neither the Fund nor the Distributor shall bear any responsibility
whatsoever for the proper disbursement or crediting of redemption proceeds;
the Company alone shall be responsible for such action.
1.5. Issuance and transfer of Fund shares will be by book entry only.
Stock certificates will not be issued to the Company or the Account. Purchase
and redemption orders for Fund shares will be recorded in an appropriate ledger
for the Account or the appropriate subaccount of the Account.
1.6. The Fund shall furnish notice as soon as reasonably practicable
to the Company of any income dividends or capital gain distributions payable on
any Series shares. The Company, on its behalf and on behalf of the Account,
hereby elects to receive all such dividends and distributions as are payable on
any Series shares in the form of additional shares of that Series. The Company
reserves the right, on its behalf and on behalf of the Account, to revoke this
election and to receive all such dividends in cash. The Fund shall notify the
Company of the number of Series shares so issued as payment of such dividends
and distributions.
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1.7. The Fund shall use its best efforts to make the net asset value
per share for each Series available to the Company by 6:00 p.m. Eastern Time
each Business Day, and in any event, as soon as reasonably practicable after the
net asset value per share for such Series is calculated, and shall calculate
such net asset value in accordance with the then currently effective Fund
Prospectus. Neither the Fund, any Series, the Distributor, nor any of their
affiliates shall be liable ' for any information provided to the Company
pursuant to this Agreement which information is based on incorrect information
supplied by the Company to the Fund or the Distributor or any of their
affiliates.
1.8.
(a) The Company may withdraw the Account's investment in the Fund
or a Series only: (i) as necessary to facilitate Contract owner requests;
(ii) as required by state and/or federal laws or regulations or judicial or
other legal precedent of general application or (iii) as determined by the
Company in its sole discretion, to be exercised in good faith, in order to
fulfill its fiduciary responsibilities under ERISA.
(b) The parties hereto acknowledge that the arrangement
contemplated by this Agreement is not exclusive and that Fund shares may be
sold to other insurance companies and, the cash value of the Contracts may
be invested in other investment companies.
ARTICLE II. REPRESENTATIONS AND WARRANTIES
2. 1. The Company represents and warrants that the Contracts and any
certificates thereunder are not registered because they are properly exempt from
registration under the Securities Act of 1933 (" 1933 Act") or will be offered
exclusively in transactions that are properly exempt from registration under the
1933 Act. The Company further represents and warrants that the Contracts and any
certificates thereunder will be issued and sold in compliance in all material
respects with all applicable federal and state laws. The Company further
represents and warrants that it is an insurance company duly organized and in
good standing under applicable law, that it has legally and validly established
the Account prior to any issuance or sale thereof as a segregated investment
account under Indiana insurance laws, and that it has not registered the Account
in proper reliance upon an exclusion from registration under the 1940 Act.
2.2. The Distributor makes no representations as to whether any aspect
of the Funds' operations, including but not limited to, investment policies,
fees, and expenses, complies with the insurance and other applicable laws of the
various states.
2.3. The Distributor represents that the Fund is lawfully organized
and validly existing under the laws of the State of Maryland and it does and
will comply in all material respect with the 1940 Act.
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2.4. The Distributor represents and warrants that it is a member in
good standing of the NASD and is registered as a broker-dealer with the SEC.
Distributor further represents that it will sell and distribute the Fund shares
in accordance with the laws of any applicable state and federal securities laws.
2.5 The Company represents that the Contracts are currently treated as
group annuity contracts under state law and applicable provisions of the
Internal Revenue Code of 1986, as amended and that it will make every effort to
maintain such treatment and that it will notify the Distributor immediately upon
having a reasonable basis for believing that the Contracts have ceased to be so
treated or that they might not be so treated in the future.
ARTICLE 111. PROSPECTUSES; SALES MATERIAL AND OTHER INFORMATION
3. 1. The Distributor shall provide the Company (at the Company's
expense) with as many copies of the current Fund Prospectus as the Company may
reasonably request.
3.2. The Fund Prospectus shall state that the Statement of Additional
Information for the Fund is available from the Distributor, and the Distributor
shall provide such Statement free of charge to the Company and to any
outstanding or prospective Contract owner who requests such Statement.
3.3. The Company shall furnish each piece of sales literature or other
promotional material in which the Fund or the Distributor is named to the
Distributor prior to its use. No such material shall be used, except with the
prior written permission of the Distributor. The Distributor agrees to respond
to any request for approval on a prompt and timely basis. Failure of the
Distributor to respond within 10 days of the request by the Company shall
relieve the Company of the obligation to obtain the prior written permission of
the Distributor.
3.4. The Company shall not give any information or make any
representations or statements on behalf of the Funds or concerning the Funds
other than the information or representations contained in the Funds' effective
registration statement (the "Registration Statement") or Fund Prospectus, as
such Registration Statement and Prospectus may be amended or supplemented from
time to time, or in reports or proxy statements for the Funds, or in sales
literature or other promotional material approved by the Distributor, except
with the prior written permission of the Distributor. The Distributor agrees to
respond to any request for permission on a prompt and timely basis. Failure of
the Distributor to respond within 10 days of the request by the Company shall
relieve the Company of the obligation to obtain the prior written permission of
the Distributor.
3.5. The Distributor shall not give any information or make any
representations on behalf of the Company or concerning the Company, the Account
or the Contracts other than the information or representations approved by the
Company. The Company agrees to respond
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to any request for permission on a prompt and timely basis. Failure of the
Company to respond within 10 days of the request by the Distributor shall
relieve the Distributor of the obligation to obtain the prior written permission
of the Company.
3.6. For purposes of this Article III, the phrase "sales literature or
other promotional material" includes, but is not limited to, advertisements
(such as material published, or designed for use, in a newspaper, magazine or
other periodical, radio, television, telephone or tape recording, videotape
display, signs or billboards, motion pictures or other public media), sales
literature (Le-, any written communication distributed or made generally
available to customers or the public, including brochures, circulars, research
reports, market letters, form letters, seminar texts, or reprints or excerpts of
any other advertisement, sales literature, or published article), educational or
training materials or other communications distributed or made generally
available to some or all agents or employees, registration statements,
prospectuses, Statements of Additional Information, shareholder reports and
proxy materials, and any other material constituting sales literature or
advertising under NASD rules, the 1940 Act or the 1933 Act.
ARTICLE IV. VOTING
4.1 Unless otherwise required by applicable federal law, the Company
may vote Fund shares in its sole discretion.
ARTICLE V. FEES AND EXPENSES
5.1 The Distributor shall pay no fee or other compensation to the
Company under this Agreement.
5.2 All expenses incident to performance by the Distributor under this
Agreement shall be paid by the Distributor except as otherwise provided herein.
The Funds shall see to it that all their shares are registered and authorized
for issuance in accordance with applicable federal law and, if and to the extent
deemed advisable by a Fund, in accordance with applicable state laws prior to
their sale. The Funds shall bear the expenses for the cost of registration and
qualification of the Funds' shares, preparation and filing of the Funds'
prospectus and registration statement, proxy materials and reports, setting the
prospectus in type, setting in type and printing the proxy materials and reports
to shareholders (including the costs of printing a prospectus that constitutes
an annual report), the preparation of all statements and notices required by any
federal or state law, and all taxes on the issuance or transfer of the Funds'
shares.
5.3 The Company shall bear the expenses of printing and distributing
the Fund's prospectus and SAI to owners of Contracts issued by the Company. If
required by applicable law, the Distributor, at its expense, shall provide the
Company with copies of the Funds' proxy
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material, reports to shareholders, and other communications to shareholders in
such quantity as the Company shall reasonably require for distributing the
Contract owners.
ARTICLE VI. INDEMNIFICATION
6. 1. INDEMNIFICATION BY THE COMPANY. The Company agrees to indemnify
and hold harmless each Fund, the Distributor and each person who controls or is
associated with the Fund or the Distributor within the meaning of such terms
under the federal securities laws and any officer, trustee, director, employee
or agent of the foregoing, against any and all losses, claims, damages or
liabilities, joint or several (including any investigative, legal and other
expenses reasonably incurred in connection with, and any amounts paid in
settlement of, any action, suit or proceeding or any claim asserted), to which
they or any of them may become subject under any statute or regulation, at
common law or otherwise, insofar as such losses, claims, damages or liabilities:
(a) arise out of or are based upon any untrue statement or
alleged untrue statement of any material fact contained in the Contracts,
sales literature or other promotional material 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 statements
therein not misleading in light of the circumstances in which they were
made; provided that this obligation to indemnify shall not apply if such
statement or omission or such alleged statement or alleged omission was
made in reliance upon and in conformity with information furnished in
writing to the Company by the Distributor (or a person authorized in
writing to do so on behalf of the Distributor) for use in the Contracts or
sales literature (or any amendment or supplement) or otherwise for use in
connection with the sale of the Contracts or any Fund shares;
(b) arise out of or are based upon any untrue statement or
alleged untrue statement of a material fact by or on behalf of the Company
(other than statements or representations contained in the Fund
Registration Statement, Fund Prospectus or sales literature or other
promotional material of the Fund not supplied by the Company or persons
under its control) or wrongful conduct of the Company or persons under its
control with respect to the sale or distribution of the Contracts or any
Fund shares;
(c) arise out of any untrue statement or alleged untrue statement
of a material fact contained in the Fund Registration Statement, Fund
Prospectus or sales literature or other promotional material 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 in light of the
circumstances in which they were made, if such statement or omission was
made in reliance upon and in conformity with information furnished to the
Fund or the Distributor by or on behalf of the Company; or
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(d) arise as a result of any failure by the Company to provide
the services and furnish the materials or to make any payments under the
terms of this Agreement;
(e) arise out of any material breach by the Company of this
Agreement, including but not limited to any failure to transmit a request
for redemption or purchase of Fund shares on a timely basis in accordance
with the procedures set forth in Article I; or
(f) arise as a result of the Company's providing the Fund with
inaccurate information, which causes the Fund to calculate its NAV
incorrectly.
This indemnification will be in addition to any liability which the Company may
otherwise have; provided, however, that no party shall be entitled to
indemnification if such loss, claim, damage or liability is due to the willful
misfeasance, bad faith, gross negligence or reckless disregard of duty by the
party seeking indemnification.
6.2. INDEMNIFICATION BY THE DISTRIBUTOR. . The Distributor agrees to
indemnify and hold harmless the Company and each person who controls or is
associated with the Company within the meaning of such terms under the federal
securities laws and any officer, director, employee or agent of the foregoing,
against any and all losses, claims, damages or liabilities, joint or several
(including any investigative, legal and other expenses reasonably incurred in
connection with, and any amounts paid in settlement of, any action, suit or
proceeding or any claim asserted), to which they or any of them may become
subject under any statute or regulation, at common law or otherwise, insofar as
such losses, claims, damages or liabilities:
(a) arise out of or are based upon any untrue statement or
alleged untrue statement of any material fact contained in the Fund
Registration Statement, Fund Prospectus (or any amendment or supplement
thereto) or sales literature or other promotional material of the Fund, 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 in light of the circumstances in
which they were made; provided that this obligation to indemnify shall not
apply if such statement or omission or alleged statement or alleged
omission was made in reliance upon and in conformity with information
furnished in writing by the Company to the Fund or the Distributor for use
in the Fund Registration Statement, Fund Prospectus (or any amendment or
supplement thereto) or sales literature for the Fund or otherwise for use
in connection with the sale of the Contracts or any Fund shares;
(b) arise out of or are based upon any untrue statement or
alleged untrue statement of a material fact by the Distributor (other than
statements or representations
8
contained in the Fund Registration Statement, Fund Prospectus or sales
literature or other promotional material of the Fund not supplied by the
Distributor or persons under its control) or wrongful conduct of the
Distributor or persons under its control with respect to the sale or
distribution of the Contracts or any Fund shares;
(c) arise out of any untrue statement or alleged untrue statement
of a material fact contained in the Contracts or sales literature or other
promotional material for the Contracts (or any amendment 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 in light of the circumstances in which they were
made, if such statement or omission was made in reliance upon information
furnished in writing by the Distributor to the Company (or a person
authorized in writing to do so on behalf of the Distributor);
(d) arise out of a failure by the Fund to provide the Company
with accurate information sufficient for it to calculate its accumulation
and/or annuity unit values as required by law; or
(e) arise out of any material breach by the Distributor or the
Fund of this Agreement.
This indemnification will be in addition to any liability which the Distributor
may otherwise have; provided, however, that no party shall be entitled to
indemnification if such loss, claim, damage or liability is due to the willful
misfeasance, bad faith, gross negligence or reckless disregard of duty by the
party seeking indemnification.
6.3. INDEMNIFICATION PROCEDURES. After receipt by a party entitled to
indemnification ("indemnified party") under this Article VI 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 Article VI ("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 Article VI, 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 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
9
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 agrees to indemnify the indemnified party from and against
any loss or liability by reason of such settlement or judgment.
A successor by law of the parties to this Agreement shall be entitled
to the benefits of the indemnification contained in this Article VI. The
indemnification provisions contained in this Article VI shall survive any
termination of this Agreement.
ARTICLE VII. APPLICABLE LAW
7. 1. This Agreement shall be construed and the provisions hereof
interpreted under and in accordance with the laws of the Commonwealth of
Pennsylvania, without giving effect to the principles of conflicts of laws.
7.2. This Agreement shall be subject to the provisions of the 1933,
1934 and 1940 Acts, and the rules and regulations and rulings thereunder,
including such exemptions from those statutes, rules and regulations as the SEC
may grant, and the terms hereof shall be limited, interpreted and construed in
accordance therewith.
ARTICLE VIII. TERMINATION
8. 1. This Agreement shall terminate:
(a) at the option of any party upon six months advance
written notice to the other parties; or
(b) at the option of the Company if shares of any Series are
not reasonably available to meet the requirements of the Contracts as
determined by the Company. Prompt notice of the election to terminate for
such cause shall be furnished by the Company, said termination to be
effective ten days after receipt of notice unless the Fund makes available
a sufficient number of Fund shares to meet the requirements of the
Contracts within said ten-day period; or
(c) at the option of the Distributor upon institution of
formal proceedings against the Company by the NASD, or upon institution of
formal proceedings against the Distributor or the Funds by the SEC, the
insurance commission of any state or any other regulatory body regarding
the Company's duties under this Agreement or related to the sale of the
Contracts, the operation of the Account, the administration of the
Contracts or the purchase of any Fund shares, or an expected or anticipated
ruling, judgment or
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outcome which would, in the Distributor's reasonable judgment, materially
impair the Company's ability to meet and perform the Company's obligations
and duties hereunder; or
(d) at the option of the Company upon institution of formal
proceedings against the Distributor by the NASD, or upon institution of
formal proceedings against the Distributor or the Funds by the SEC, or any
state securities or insurance commission or any other regulatory body; or
(e) at the option of the Company upon ten days advance
written notice to the Distributor if any Fund ceases to qualify as a
Regulated Investment Company under Subchapter M of the Code, or under any
successor or similar provision, or if the Company reasonably believes based
on an opinion of counsel satisfactory to such Fund that such Fund may fail
to so qualify; or
(f) at the option of Distributor upon thirty days advance
written notice to the Company, if the Distributor shall determine, in its
sole judgment exercised in good faith, that either (1) the Company shall
have suffered a material adverse change in its business or financial
condition or (2) the Company shall have been the subject of material
adverse publicity which is likely to have a material adverse impact upon
the business and operations of any of the Funds or the Distributor; or
(g) at the option of the Company upon thirty days advance
written notice to the Distributor, if the Company shall determine, in its
sole judgment exercised in good faith, that any of the Funds or the
Distributor shall have been the subject of material adverse change which is
likely to have a material adverse impact upon the business and operations
of the Company.
8.2. NOTICE REQUIREMENT. Except as otherwise provided in Section 8. 1, no
termination of this Agreement shall be effective unless and until the party
terminating this Agreement gives prior written notice to all other parties to
this Agreement of its intent to terminate which notice shall set forth the basis
for such termination. Furthermore:
(a) In the event that any termination is based upon the
provisions of Section 8. 1 (a) of this Agreement, such prior written notice
shall be given in advance of the effective date of termination as required
by such provisions; and
(b) in the event that any termination is based upon the
provisions of Section 8. 1 (c) or 8. 1 (d) of this Agreement, such prior
written notice shall be given at least ninety (90) days before the
effective date of termination.
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8.3. Effect of Termination. Notwithstanding any termination of this
Agreement pursuant to Section 8.1 of this Agreement, the Distributor subject to
Section 1.2, at the option of the Company, shall continue to make available
additional Fund shares, for all Contracts in effect on the effective date of
termination of this Agreement (hereinafter referred to as "Existing Contracts").
Specifically, without limitation, if the Company so elects to make additional
Fund shares available, the owners of the Existing Contracts or the Company,
whichever shall have legal authority to do so, shall be permitted to reallocate
investments in the Fund, redeem investments in the Fund and/or invest in the
Fund upon the making of additional purchase payments under the Existing
Contracts.
ARTICLE IX. APPLICABILITY TO NEW ACCOUNTS AND NEW CONTACTS
The parties to this Agreement may amend the schedules to this
Agreement from time to time to reflect changes in or relating to the Contracts
and to add or delete Funds. The provisions of this Agreement shall be equally
applicable to each such Contracts and Funds.
ARTICLE X. NOTICES
Any notice shall be sufficiently given when sent by registered or
certified mail to the other party at the address of such party set forth below
or at such other address as such party may from time to time specify in writing
to the other party.
If to the Company:
Lincoln National Life Insurance Company
0000 Xxxxx Xxxxxxx Xxxxxx
Xxxx Xxxxx, XX 00000
Attn: Pension Product Management
If to the Distributor:
Delaware Distributors, L.P.
0000 Xxxxxx Xxxxxx
Xxxxxxxxxxxx, XX 00000
Attn: Xx. Xxxxxxx xxx Xxxxxx
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ARTICLE XI. MISCELLANEOUS
11.1. The captions in this Agreement are included for convenience of
reference only and in no way define or delineate any of the provisions hereof or
otherwise affect their construction or effect.
11.2. This Agreement may be executed simultaneously in two or more
counterparts, each of which together shall constitute one and the same
instrument.
11.3. If any provision of this Agreement shall be held or made invalid
by a court decision, statute, rule or otherwise, the remainder of the Agreement
shall not be affected thereby.
11. 4. Each party hereto shall cooperate with each other party and all
appropriate governmental authorities (including without limitation the SEC, the
NASD and state insurance regulators) and shall permit such authorities
reasonable access to its books and records in connection with any investigation
or inquiry relating to this Agreement or the transactions contemplated hereby.
11.5. Each party represents that the execution and delivery of this
Agreement and the consummation of the transactions contemplated herein have been
duly authorized by all necessary corporate or trust action, as applicable, by
such party, and when so executed and delivered this Agreement will be the valid
and binding obligation of such party enforceable in accordance with its terms.
11.6. In each instance in this Agreement where an action, duty,
responsibility or undertaking is to be performed by the Fund, the Distributor
shall use its best efforts to cause the Fund to perform such action, duty,
responsibility or undertaking.
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IN WITNESS WHEREOF, each of the parties hereto has caused this
Agreement to be executed in its name and behalf by its duly authorized officer
on the date specified below.
LINCOLN NATIONAL LIFE INSURANCE COMPANY
(Company)
Date: By:
Name:
Title:
DELAWARE DISTRIBUTORS, LP
(Distributor)
By: Delaware Distributors, Inc.
Date: By:
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SCHEDULE I
Separate Accounts of Lincoln Life Insurance Company
Investing in the Fund
As of May 30, 1996
Lincoln National Life Insurance Company Separate Account 60
Lincoln National Life Insurance Company Separate Account 61
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SCHEDULE 2
Participating Funds
As of May 30, 1996
Delaware Group Global and International Funds, Inc.
Global Bond Series - Institutional Class
Delaware Group Decatur Fund, Inc.
Decatur Total Return Series - Institutional Class
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Formation of Separate Account 61
of
The Lincoln National Life Insurance Company
Pursuant to the authority given me by Resolution No. 93-18, dated May 13,
1993, of the Board of Directors of The Lincoln National Life Insurance Company
(the "Company"), I establish a separate account designated The Lincoln National
Life Insurance Company Separate Account 61 ("Account 61") as follows:
1. Account 61 is established to permit contractowners of certain group
annuity contracts (the "Contracts") issued by the Company to designate that
contributions to such Contracts be allocated in whole or in part to Account 61.
Account 61 is a separate investment account under Indiana insurance law.
2. The income, gains and losses from contributions allocated to Account 61
shall, in accordance with the Contracts, be credited to or charged against such
Account 61 without regard to other income, gains, or losses of the Company.
3. The fundamental investment policy of Account 61 shall be to invest and
reinvest contributions allocated to Account 61 in shares of Delaware Group
Decatur Fund, Decatur Total Return Series, a mutual fund. The Decatur Total
Return Series invests primarily in equity securities of U.S. companies.
4. Investments in Account 61 are required to conform at the time they are
made to the categories, conditions, limitations and standards set forth in the
Indiana insurance law (I.C. 27-1-12-2.5), and those limitations and standards
set forth in Prohibited Transaction Exemption 78-19, (redesignated PTE 90-1) 43
FED. REG. 59915 (Dec. 22, 1978), and all other applicable laws and regulations
relating to the investment of qualified pension plan assets in insurance company
separate accounts.
The effective date of Account 61 shall be June 1, 1996, regardless of the
date on which this document was signed.
THE LINCOLN NATIONAL LIFE INSURANCE COMPANY
By
Xxx X. Xxxxxx, President
The Lincoln National Life Insurance Company
Dated:
Formation of Separate Account 60
of
The Lincoln National Life Insurance Company
Pursuant to the authority given me by Resolution No. 93-18, dated May 13,
1993, of the Board of Directors of The Lincoln National Life Insurance Company
(the "Company"), I establish a separate account designated The Lincoln National
Life Insurance Company Separate Account 60 ("Account 60") as follows:
1. Account 60 is established to permit contractowners of certain group
annuity contracts (the "Contracts") issued by the Company to designate that
contributions to such Contracts be allocated in whole or in part to Account 60.
Account 60 is a separate investment account under Indiana insurance law.
2. The income, gains and losses from contributions allocated to Account
60 shall, in accordance with the Contracts, be credited to or charged against
such Account 60 without regard to other income, gains, or losses of the Company.
3. The fundamental investment policy of Account 60 shall be to invest and
reinvest contributions allocated to Account 60 in shares of Delaware Group
Global and International Funds, Global Bond Series, a mutual fund. The Global
Bond Series invests primarily in debt securities of domestic and foreign
governments and corporations.
4. Investments in Account 60 are required to conform at the time they are
made to the categories, conditions, limitations and standards set forth in the
Indiana insurance law (I.C. 27-1-12-2.5), and those limitations and standards
set forth in Prohibited Transaction Exemption 78-19, (redesignated PTE 90-1) 43
FED. REG. 59915 (Dec. 22, 1978), and all other applicable laws and regulations
relating to the investment of qualified pension plan assets in insurance company
separate accounts.
The effective date of Account 60 shall be June 1, 1996, regardless of the
date on which this document was signed.
THE LINCOLN NATIONAL LIFE INSURANCE COMPANY
By
Xxx X. Xxxxxx, President
The Lincoln National Life Insurance Company
Dated:
