AMENDMENT NO. 3 TO PARTICIPATION AGREEMENT
THIS AMENDMENT NO. 3 TO THE AGREEMENT by and among The Lincoln National
Life Insurance Company (hereinafter, the "Company"), an Indiana life
insurance company, and the X. Xxxx Price International Series, Inc., a
corporation organized under the laws of Maryland, X. Xxxx Price Equity
Series, Inc., a corporation organized under the laws of Maryland (which
together with the X. Xxxx Price International Series, Inc. shall be
collectively referred to as the "Funds") and X. Xxxx Price Investment
Services, Inc. (hereinafter the "Underwriter"), a Maryland corporation is
effective as of February 9, 2011.
WHEREAS, the Company, the Funds and Underwriter are parties to that
certain Participation Agreement dated October 1, 1996, as amended, (the
"Agreement"); and
WHEREAS, the Company, the Funds and Underwriter desire to add language
to the Agreement relating to processing orders via the National Securities
Clearing Corporation ("NSCC"); and
WHEREAS, the parties desire to amend Schedule A of the Agreement;
NOW, THEREFORE, in consideration of their mutual promises, the Company,
the Funds and the Underwriter agree as follows:
1. Article I of the Agreement is revised by the addition of the
following language:
1.12 If transactions in Fund shares are to be entered and
settled through the NSCC's Fund/SERV system, at a time agreed to by all
parties, the following provisions shall apply:
"(1) Each party to this Agreement represents that it or one
of its affiliates has entered into the Standard Networking Agreement with
the NSCC and it desires to participate in the programs offered by the NSCC
Fund/SERV system which provide (i) an automated process whereby shareholder
purchases and redemptions, exchanges and transactions of mutual fund shares
are executed through the Fund/SERV system, and (ii) a centralized and
standardized communication system for the exchange of customer-level
information and account activity through the Fund/SERV Networking system
("Networking").
(2) Each party to this Agreement represents that:
(i) it has full power and authority under applicable
law, and has taken all action necessary, to enter
into and perform its obligations with respect to the
NSCC, and the performance of its obligations
hereunder does not and will not violate or conflict
with any governing documents or agreements it
maintains.
(ii) it has the necessary and adequate personnel,
space, data processing capacity or other operational
capability, facilities and equipment to perform its
duties and obligations hereunder in accordance with
the terms of this amendment, in a businesslike and
competent manner, in conformance with all laws,
rules and regulations and the Fund's and Contract's
prospectuses and SAIs, and customary industry
standards.
(3) For each Fund/SERV transaction, including transactions
establishing accounts with the Underwriter or its affiliates, the Company
shall provide the Funds and Underwriter or its affiliates with all
information necessary or appropriate to establish and maintain each Fund/
SERV transaction (and any subsequent changes to such information), which
the Company hereby certifies is and shall remain true and correct. The
Company shall maintain documents required by the Underwriter or the Funds
to effect Fund/SERV transactions. Each instruction shall be deemed to be
accompanied by a representation by the Company that it has received proper
authorization from each person whose purchase, redemption, account transfer
or exchange transaction is effected as a result of such instruction.
(4) Fund/SERV instructions will be transmitted by the
Company to the NSCC by 6:00 a. m. EST. ("Cut Off") on the next Business Day
after the Company receives such instructions from the
Account/Contractholders, provided such instructions are received by the
Company in good order prior to the closing of the New York Stock Exchange
("Close of Trading") (normally 4:00 p.m. Baltimore time). In the event the
Company is unable to transmit Fund/SERV instructions by the Cut Off, the
Company shall notify the Underwriter by phone by 8:30 a.m. of such Fund/
SERV instructions, and the Underwriter shall price protect such trades;
provided, however, settlement may be delayed until the following Business
Day (trade date +2). The Company warrants that all Fund/SERV instructions
the Company transmits to NSCC for processing were received by the Company
from Account/Contractholder by Close of Trading. The Company shall
transmit payment for purchase of Fund/SERV instructions to NSCC the same
Business Day (trade date +1) after receipt of Fund/SERV instructions to
purchase shares is made in accordance with the provisions of Section 1.12
(4) hereof; provided, however, Fund/SERV instructions transmitted after the
Cut Off may delay payment until trade date +2. If Underwriter has not
received payment by such applicable dates, the purchase may be canceled and
the Company shall be responsible for any losses incurred by the Fund as a
result of such cancellation. Payment of redemptions shall be transmitted
via the NSCC to the Company on the same Business Day (trade date +1) as the
instructions were transmitted via Fund/SERV; provided, however, Fund/SERV
instructions transmitted after the Cut Off may delay payment until trade
date + 2. Daily share balance confirmations will be provided by X.Xxxx
Price via the Fund/SERV networking system.
(5) In the event the Company seeks to correct or cancel a
previously placed Fund/SERV instruction after the Cut-Off, such
cancellation or correction must be approved by the Underwriter and will be
processed outside of NSCC. The Underwriter shall have complete and sole
discretion as to whether or not to allow the cancellation or correction to
be made. The Company agrees to promptly pay each Fund the amount of any
loss incurred by the Fund as a result of such cancellation or correction.
(6) The Underwriter and the Funds reserve the right, in
their sole discretion, to reject or cancel:
(a) any Fund/SERV instruction for the purchase of shares,
including Fund/SERV instructions that have been confirmed
through NSCC;
(b) any Fund/SERV instruction received: (a) in connection
with an Account if such Account's registration is pending
with NSCC; and (b) in connection with an Account prior to
receipt of such Account's registration information.
(7) At all times each party shall maintain insurance
coverage that is reasonable and customary in light of all its
responsibilities hereunder and under applicable law. Such coverage shall
insure for losses resulting from the criminal acts, errors or omissions of
each party's employees and agents."
2. Schedule A of the Agreement is deleted and replaced in its entirety
by the attached Schedule A.
3. All other terms of the Agreement shall remain in full force and effect.
IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement
to be executed in its name and on its behalf by its duly authorized
representative as of the date first above written.
THE LINCOLN NATIONAL LIFE INSURANCE COMPANY
By its authorized officer
By: /s/ Xxxxxx X. Xxxxx
----------------------------
Name: Xxxxxx X. Xxxxx
Title: Vice President
X. XXXX PRICE INTERNATIONAL SERIES, INC.
By its authorized officer
By: /s/ Xxxxx Xxxxxxxxxxx
----------------------------
Name: Xxxxx Xxxxxxxxxxx
Title: Vice President
X. XXXX PRICE EQUITY SERIES, INC.
By its authorized officer
By: /s/ Xxxxx Xxxxxxxxxxx
----------------------------
Name: Xxxxx Xxxxxxxxxxx
Title: Vice President
X. XXXX PRICE INVESTMENT SERVICES, INC.
By its authorized officer
By: /s/ Xxxxxxx X. Xxxxxx
----------------------------
Name: Xxxxxxx X. Xxxxxx
Title: Vice President
SCHEDULE A
EFFECTIVE AS OF FEBRUARY 9, 2011
NAME OF SEPARATE ACCOUNT AND DATE CONTRACTS FUNDED BY DESIGNATED PORTFOLIOS
ESTABLISHED BY BOARD OF DIRECTORS SEPARATE ACCOUNT
---------------------------------------------- ----------------------------- ---------------------------------------------
Lincoln National Variable Annuity Account L Group Variable Annuity X. XXXX PRICE INTERNATIONAL SERIES, INC.
April 29, 1996 X. Xxxx Price International Stock Portfolio
Lincoln Life Flexible Premium Variable Life Lincoln Corporate Variable X. XXXX PRICE EQUITY SERIES, INC.
Account Z Private Solutions X. Xxxx Price Mid-Cap Growth Portfolio
July 30, 2003 X. Xxxx Price Equity Income Portfolio
X. XXXX PRICE INTERNATIONAL SERIES, INC.
X. Xxxx Price International Stock Portfolio
