FranklinTempleton 000 Xxxxxxxx Xxxxxx Xxxx.
X.X. Xxx 0000
Xxx Xxxxx, XX 00000-0000
let 1-800/632-2301
May 18,1999
Xxxxxx X. Xxxxxxx
Assistant Vice President
Lincoln National Life Insurance Company
0000 Xxxxx Xxxxxxx Xxxxxx, 0X00
Xxxx Xxxxx, XX 00000
Re: Amendment to Fund Participation Agreement with the Templeton Variable
Products Series Fund
Dear Xxxxx:
Enclosed for your records is an original copy of the Amendment to Fund
Participation Agreement by and among The Lincoln National Life Insurance
Company, Franklin Xxxxxxxxx Distributors, Inc. and the Templeton Variable
Products Series Fund.
If you have any questions, feel free to contact me at (000) 000-0000.
Sincerely,
Xxxxx Xxxx
Variable Insurance Products Paralegal
Enclosures
cc: Xxxxx Xxxxxxxx
Xxxxx X. Xxxxxxxx
Xxxx Xxxxxx
AMENDMENT TO FUND PARTICIPATION AGREEMENT
EFFECTIVE AS OF MAY 1, 1999
The Lincoln National Life Insurance Company, Templeton Variable
Products Series Fund and Franklin Xxxxxxxxx Distributors, Inc. hereby amend
their Fund Participation Agreement dated as of May 22, 1998 (the "Agreement"),
by:
Replacing Schedules A, B and C of the Agreement with Amended Schedule A-C,
attached;
2. Replacing Schedule D of the Agreement with Amended Schedule D, attached;
and
3. Adding Schedule E, attached.
IN WITNESS WHEREOF, the parties have caused their duly authorized
officers to execute this Amendment to Fund Participation Agreement, to be
effective as of the date first stated above.
THE LINCOLN NATIONAL LIFE INSURANCE TEMPLETON VARIABLE PRODUCTS SERIES FUND
COMPANY
----------------------------------- ---------------------------------------
By its authorized officer By its authorized officer
By: By:
Name: Name:
Title: Title:
FRANKLIN XXXXXXXXX DISTRIBUTORS, INC.
--------------------------------------
By its authorized officer
By:
Name:
Title:
1
SCHEDULE A-C
(Cumulative Combined)
AMENDED PURSUANT TO FUND PARTICIPATION AGREEMENT AMENDMENT
EFFECTIVE AS OF MAY 1, 1999
VARIABLE UNIVERSAL LIFE POLICIES
VARIABLE ANNUITY CONTRACTS
ISSUED BY THE LINCOLN NATIONAL LIFE INSURANCE COMPANY
-----------------------------------------------------
Contract 1 Contract 2 Contract 3
Contract/Product SVUL I VUL I Lincoln VUL
Name
Registered (Y/N) Yes Yes Yes
SEC Registration 811-08579 811-08557 811-08557
Number
Representative Form LN650LL LN605LL LN660
Numbers LN615 LN615
LN660 LN605
Separate Account Lincoln Life Flexible Lincoln Life Flexible Lincoln Life Flexible
Name Premium Variable Life Premium Variable Life Premium Separate
Account
Account R Account M M
SEC Registration 333-43107 333-42479 333-42479
Number
Templeton Variable Templeton Asset Templeton Asset Xxxxxxxxx International
Products Series Allocation Fund - Class Allocation Fund - Class Fund - Class 2 (Templeton
Portfolios and Classes 1 (Templeton 1 (Xxxxxxxxx Investment Investment Counsel, Inc.)
Available Under the Investment Counsel, Counsel, Inc.)
Contract (Adviser) Inc.) Templeton Stock Fund -
Xxxxxxxxx International Class 2 (Templeton
Xxxxxxxxx International Fund - Class I Investment Counsel, Inc.)
Fund -Class 1 (Xxxxxxxxx Investment
(Xxxxxxxxx Investment Counsel, Inc.)
Counsel, Inc.)
Templeton Stock Fund -
Templeton Stock Fund Class I (Templeton
- Class 1 (Xxxxxxxxx Investment Counsel,
Investment Counsel, Inc.)
Inc.)
2
SCHEDULE A-C (CONTINUED)
AMENDED PURSUANT TO FUND PARTICIPATION AGREEMENT AMENDMENT
EFFECTIVE AS OF MAY 1, 1999
VARIABLE UNIVERSAL LIFE POLICIES
VARIABLE ANNUITY CONTRACTS
ISSUED BY THE LINCOLN NATIONAL LIFE INSURANCE COMPANY
-----------------------------------------------------
Contract 4 Contract 5 Contract 6
Contract/Product CVUL Lincoln SVUL
Name
Registered (Y/N) Yes Yes
SEC Registration 811-08579
Number
Representative Form LN920 LN650
Numbers LN921
Separate Account Lincoln Life Flexible Lincoln Life Flexible
Name Premium Variable Life Premium Variable Life
Account S Account R
SEC Registration 333-72875 333-43107
Number
Templeton Variable Templeton Asset Xxxxxxxxx International
Products Series Allocation Fund - Class Fund - Class 2
Portfolios and Classes 2 (Templeton (Xxxxxxxxx Investment
Available Under the Investment Counsel, Counsel, Inc.)
Contract (Adviser) Inc.)
Templeton Stock Fund -
Xxxxxxxxx International Class 2 (Xxxxxxxxx
Fund - Class 2 Investment Counsel,
(Xxxxxxxxx Investment Inc.)
Counsel, Inc.)
Templeton Stock Fund
- Class 2 (Xxxxxxxxx
Investment Counsel,
Inc.)
3
SCHEDULE D
AMENDED PURSUANT TO FUND PARTICIPATION AGREEMENT AMENDMENT
EFFECTIVE AS OF MAY 1, 1999
OTHER PORTFOLIOS AVAILABLE UNDER THE CONTRACTS
----------------------------------------------
AIM Capital Appreciation Fund
AIM Diversified Income Fund
AIM V.I. Growth Fund
AIM V.I. Value Fund
AIM International Fund
American Century International
American Century Income and Growth
Baron Capital Asset Fund
BT Equity 500 Index Fund RT Small Cap Index Fund
BT EAFE Index Fund
Delaware Emerging Markets Series
Delaware Small Cap Value Series
Delaware Trend Series
Delaware Delchester Series
Delaware Devon Series
Delaware International Series
Delaware REIT Series
Fidelity VIP Equity-Income Portfolio
Fidelity VIP II Asset Manager Portfolio
Fidelity VIP H Investment Grade Bond Portfolio
Fidelity VIP Growth
Fidelity VIP II Contrafund
Fidelity VIP III Growth Opportunities
Janus Aspen Aggressive Growth
Janus Aspen Balanced
Janus Aspen Worldwide
4
SCHEDULE D (CONTINUED)
AMENDED PURSUANT TO FUND PAR TICIPA TION A GREEMENT AMENDMENT
EFFECTIVE AS OF MAY 1, 1999
OTHER PORTFOLIOS AVAILABLE UNDER THE CONTRACTS
----------------------------------------------
Lincoln National Money Market Fund
Lincoln National Bond Fund
Lincoln National Capital Appreciation Fund
Lincoln National Equity-Income Fund
Lincoln National Social Awareness Fund
Lincoln National Global Asset Allocation Fund
MFS Emerging Growth Series
MFS Total Return Series
MFS Utilities Series
MFS Capital Opportunities Series
MFS Research
Xxxxxxxxx Xxxxxx Partners Fund
Xxxxxxxxx Xxxxxx Xxxxxx Growth Fund
OpCap Global Equity Portfolio
OpCap Managed Portfolio
Xxxxxxxxxxx Mainstreet Growth and Income Fund
5
SCHEDULE E
AMENDED PURSUANT TO FUND PARTICIPA TION A GREEMENT AMENDMENT
EFFECTIVE AS OF MAY 1, 1999
RULE 12B-1 PLANS
COMPENSATION SCHEDULE
Each Portfolio named below shall pay the following amounts pursuant to the
terms and conditions referenced below under its Class 2 Rule 12b- I
Distribution Plan, stated as a percentage per year of Class 2's average daily
net assets represented by shares of Class 2.
PORTFOLIO NAME MAXIMUM ANNUAL PAYMENT RATE
-------------- ---------------------------
TEMPLETON ASSET ALLOCATION FUND 0.25%
TEMPLETON INTERNATIONAL FUND 0.25%
TEMPLETON STOCK FUND 0.25%
AGREEMENT PROVISIONS
--------------------
If the Company, on behalf of any Account, purchases Trust Portfolio
shares ("Eligible Shares") which are subject to a Rule 12b- 1 Plan adopted
under the 1940 Act (the "Plan"), the Company may participate in the Plan.
To the extent the Company or its affiliates, agents or designees
(collectively "you") you provide administrative and other services which assist
in the promotion and distribution of Eligible Shares or Variable Contracts
offering Eligible Shares, the Underwriter, the Trust or their affiliates
(collectively, "we") may pay you a Rule 12b- I fee. "Administrative and other
services" may include, but are not limited to, furnishing personal services to
owners of Contracts which may invest in Eligible Shares ("Contract Owners"),
answering routine inquiries regarding a Portfolio, coordinating responses to
Contract Owner inquiries regarding the Portfolios, maintaining such accounts or
providing such other enhanced services as a Trust Portfolio or Contract may
require, maintaining customer accounts and records, or providing other services
eligible for service fees as defined under NASD rules. Your acceptance of such
compensation is your acknowledgment that eligible services have been rendered.
All Rule 12b- I fees, shall be based on the value of Eligible Shares owned by
the Company on behalf of its Accounts, and shall be calculated on the basis and
at the rates set forth in the Compensation Schedule stated above. The aggregate
annual fees paid pursuant to each Plan shall not exceed the amounts stated as
the "annual maximums" in the Portfolio's prospectus, unless an increase is
approved by shareholders as provided in the Plan. These maximums shall be a
specified percent of the value of a Portfolio's net assets attributable to
Eligible Shares owned by the Company on behalf of its Accounts (determined in
the same manner as the Portfolio uses to compute its net assets as set forth in
its effective Prospectus).
6
You shall furnish us with such information as shall reasonably be
requested by the Trust's Boards of Trustees ("Trustees") with respect to
the Rule 12b- I fees paid to you pursuant to the Plans. We shall furnish to
the Trustees, for their review on a quarterly basis, a written report of the
amounts expended under the Plans and the purposes for which such expenditures
were made.
The Plans and provisions of any agreement relating to such Plans must
be approved annually by a vote of the Trustees, including the Trustees who are
not interested persons of the Trust and who have no financial interest in the
Plans or any related agreement ("Disinterested Trustees"). Each Plan may be
terminated at any time by the vote of a majority of the Disinterested Trustees,
or by a vote of a majority of the outstanding shares as provided in the Plan,
on sixty (60) days' written notice, without payment of any penalty. The Plans
may also be terminated by any act that terminates the Underwriting Agreement
between the Underwriter and the Trust, and/or the management or administration
agreement between Franklin Advisers, Inc. or Xxxxxxxxx Investment Counsel, Inc.
or their affiliates and the Trust. Continuation of the Plans is also
conditioned on Disinterested Trustees being ultimately responsible for
selecting and nominating any new Disinterested Trustees. Under Rule 12b-1, the
Trustees have a duty to request and evaluate, and persons who are party to any
agreement related to a Plan have a duty to furnish, such information as may
reasonably be necessary to an informed determination of whether the Plan or any
agreement should be implemented or continued. Under Rule 12b-1, the Trust is
permitted to implement or continue Plans or the provisions of any agreement
relating to such Plans from year- to-year only if, based on certain legal
considerations, the Trustees are able to conclude that the Plans will benefit
each affected Trust Portfolio and class. Absent such yearly determination, the
Plans must be terminated as set forth above. In the event of the termination of
the Plans for any reason, the provisions of this Schedule E relating to the
Plans will also terminate.
Any obligation assumed by the Trust pursuant to this Agreement shall be limited
in all cases to the assets of the Trust and no person shall seek satisfaction
thereof from shareholders of the Trust. You agree to waive payment of any
amounts payable to you by Underwriter under a Plan until such time as the
Underwriter has received such fee from the Fund.
The provisions of the Plans shall control over the provisions of the
Participation Agreement, including this Schedule E, in the event of any
inconsistency.
You agree to provide complete disclosure as required by all applicable
statutes, rules and regulations of all rule 12b-1 fees received from us in the
prospectus of the contracts.
