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SELLING GROUP AGREEMENT
SEI Variable Annuity
Effective ___________________________, 20 ________ The Lincoln National Life
Insurance Company, member, NASD (hereinafter "Lincoln National") appoints
________________________________________________________________________________
Name of Broker/Dealer
organized under the laws of __________________________________ (hereinafter
"Broker/Dealer"), as an entity authorized to solicit applications for the
Contracts in accordance with this Agreement.
1. Definitions
a. Broker/Dealer: An individual, partnership, corporation or other legal
entity admitted to membership in the National Association of Securities
Dealers (NASD) and appropriately licensed and appointed to sell the
Contracts; or an organization such as a bank, which pursuant to statutory
or regulatory authority, may act as a broker/dealer without being a
member of the NASD, but is appropriately licensed and appointed to sell
the Contracts.
b. Registered Representative: An individual who: (a) is a registered
representative of the Broker/Dealer in accordance with the rules of the
National Association of Securities Dealers (NASD) (or is not required to
be registered with the NASD because he or she is associated with an
entity not required to become a member of the NASD); (b) has passed the
appropriate examinations of the NASD or other appropriate self-regulatory
organization (SRO); and (c) is appropriately licensed and appointed to
sell the Contracts.
c. Contracts: The SEI Variable Annuity Contracts issued by Lincoln
National, which offer as investment options funds advised by SEI
Investments Management Corporation.
d. SEI: SEI Investments Distribution Company, member, NASD.
2. Appointment
The Broker/Dealer is authorized to solicit applications for the Contracts
through Registered Representatives that are both appointed by Lincoln
National and are approved by SEI to sell SEI's asset management programs.
The Broker/Dealer agrees to solicit applications through
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only those Registered Representatives. However, the Broker/Dealer and the
Registered Representatives shall do so only while properly licensed and
registered with the appropriate government agency or authority to sell the
Contracts. All licensing fees shall be borne by the Broker/Dealer along with
any administrative charges associated with such licensing. In no event is the
Broker/Dealer authorized to offer the Contracts in the State of New York.
3. NASD Membership
Each party to this Agreement represents that it is a member of the National
Association of Securities Dealers, Inc. (NASD). Each party further agrees to
comply with all applicable state and federal law, rules, and regulations. The
Broker/Dealer's expulsion from the NASD shall automatically terminate this
Agreement without notice. The Broker/Dealer's suspension will terminate this
Agreement immediately upon written or oral notice from Lincoln National to
the Broker/Dealer. An organization, such as a bank, which pursuant to
statutory or regulatory authority, may act as a broker/dealer without being a
member of the NASD, is exempt from this Section 3.
4. Limitations of Authority
The Broker/Dealer has no authority to incur any obligations or debts for or
on behalf of Lincoln National without its express written consent; to make,
modify, or discharge any contract on behalf of Lincoln National by any
statement, promise, representation or transaction; to waive, alter, modify or
change any of the terms, rates, or conditions of the Lincoln National
contracts; or to receive any monies or purchase payments (except for the sole
purpose of forwarding monies or purchase payments to Lincoln National).
5. Independent Contractor
In the performance of all of its duties under this Agreement, the
relationship of the Broker/Dealer to Lincoln National is that of an
independent contractor and none other. Neither party shall be deemed to be an
employee or partner of the other party for any purpose, and nothing herein
shall be construed to create the relationship of master and servant, employer
and employee, or joint venturers between the Broker/Dealer and Lincoln
National.
6. Compensation
a. Upon submission of applications for the Contracts by the Broker/Dealer,
or appropriately licensed Registered Representatives of the Broker/
Dealer, conforming to such rules and procedures for the conduct of the
business of Lincoln National as are now established and as may be
reasonably established by Lincoln National in the future, and upon
issuance of contracts by Lincoln National, the Broker/Dealer shall be
entitled, subject to the terms and conditions of the Agreement, to the
applicable
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service fees set forth in the attached Compensation Schedule(s) or
revisions of such Compensation Schedule(s) and all amendments, changes,
and replacements thereof, as may be made by Lincoln National with the
consent of SEI. These Compensation Schedule(s) are made a part of this
Agreement. Revised Compensation Schedules shall apply to policies issued
and service fees earned after the date that said schedules are adopted by
Lincoln National (with the consent of SEI). In the case of any violation
of any of the terms of this Agreement, Lincoln National shall be allowed
to retain service fees earned but not yet paid by Lincoln National.
Lincoln National has the right to deduct damages and expenses from such
retained commissions. If Broker/Dealer sells in an unauthorized market,
or without pre-approval of Lincoln National where necessary, the
Broker/Dealer forfeits all compensation under this Agreement from such
unauthorized sale.
b. The Broker/Dealer shall be solely responsible for all compensation paid
to its Registered Representatives and all related tax reporting that may
be required under applicable law.
7. Non-Exclusive
The parties expressly agree that the Broker/Dealer may represent any other
insurance carriers and offer any other insurance, lines, products, or
business, whether or not such other carrier lines, products or business
compete directly or indirectly with Lincoln National.
8. Advertising and Marketing Material
a. The Broker/Dealer shall cooperate with Lincoln National and SEI in
preparing advertising, solicitation brochures, and other marketing
materials to be used by Broker/Dealer to sell the Contracts. No
promotional and marketing material shall be used by Broker/Dealer to sell
the Contracts unless such material has received the prior written
approval of Lincoln National and SEI and has been filed with the
appropriate governmental and regulatory agencies. No promotional and
marketing material shall be disseminated or used in any manner unless the
express written approval of Lincoln National and SEI has been given
hereto.
b. The Broker/Dealer shall ensure that any materials marked "For Broker/
Dealer Use Only" are not distributed directly or indirectly to potential
customers or otherwise given to any individuals not associated with the
Broker/Dealer. This prohibition includes distribution by the
Broker/Dealer to a Registered Representative who then distributes such
materials to potential customers or any individual not associated with
the Broker/Dealer.
c. The Broker/Dealer shall train and supervise all of its employees, agents
and Registered Representatives involved in the solicitation, sale and
delivery of the
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Contracts.
d. The Broker/Dealer agrees to indemnify and hold Lincoln National and SEI
harmless from any liability resulting from the negligent, improper,
unauthorized, or illegal use of sales, marketing, solicitation or other
materials.
e. Upon termination of this Agreement, all records, unused supplies,
software provided by Lincoln National, and all other material furnished
by Lincoln National in the Broker/Dealer's possession shall be returned
to Lincoln National upon request.
f. Upon termination of this Agreement, all records, unused supplies, SEI
provided software, and all other material furnished by SEI relating to
the Contracts in the Broker/Dealer's possession shall be returned to SEI
upon request.
9. Prospectus
a. Lincoln National agrees that it or SEI will deliver to the Broker/Dealer
current Contract prospectuses. The Broker/Dealer agrees to destroy and
dispose of all prior prospectuses immediately upon receipt of the
current prospectuses.
b. Lincoln National shall be liable for all statements contained in the
current Contract prospectus. The Broker/Dealer shall be liable for all
statements which are not contained in the current Contract prospectus
made by the Broker/Dealer, the Broker/Dealer's agents, employees, or
Registered Representatives.
10. Purchase Payments
a. Initial purchase payments shall be made payable to Lincoln National and
shall be delivered together with all applications and related
information in accordance with procedures established by Lincoln
National.
b. Any subsequent purchase payments received by the Broker/Dealer on behalf
of Lincoln National shall be forwarded promptly, but under no
circumstances in more than two (2) business days, in gross amount, to
Lincoln National or its designated agent.
11. SEI Information
a. The Broker/Dealer understands that the services SEI offers, including
but not limited to model asset allocation portfolios, are created to
provide investment information solely for use by the Broker/Dealer and
its employees, agents or Registered Representatives in advising
potential and current Contract owners and should not be presented or
employed as a substitute for investment advice provided by the
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Broker/Dealer or its employees, agents or Registered Representatives.
b. The Broker/Dealer acknowledges that the information SEI makes available
to the Broker/Dealer in connection with the Contracts, including but not
limited to the model asset allocation portfolios, is confidential and
proprietary information ("Confidential Information"). The Broker/Dealer
shall take reasonable steps to insure that all Confidential Information
is kept confidential. The Broker/Dealer shall be responsible for damages
associated with any breach of this provision by it or its employees,
agents or Registered Representatives. As used herein, "reasonable steps"
means the steps that the Broker/Dealer takes to protect its own similar
confidential and proprietary information, which shall not be less than a
reasonable standard of care.
12. Indemnification
a. The Broker/Dealer shall be solely responsible for the malicious,
intentional, reckless, knowing, or negligent acts or omissions of
himself or of its employees, agents, and Registered Representatives for
the business covered under this Agreement and shall indemnify and hold
harmless Lincoln National from any claims, demands, liabilities,
actions, judgements, loss, cost or expense, including attorney fees,
court costs, and punitive damages incurred by Lincoln National by reason
of such acts or omissions.
b. Lincoln National shall be solely responsible for the negligent acts or
omissions of its employees, agents and Registered Representatives and
shall indemnify and hold harmless the Broker/Dealer from any claims,
demands, liabilities, actions, judgements, loss, cost, or expense,
including attorney fees and court costs incurred by the Broker/Dealer
which are caused by or arise out of any negligent acts or omissions of
Lincoln National, its employees, agents, or Registered Representatives.
c. The Broker/Dealer, not Lincoln National or SEI, is solely responsible
for all statements, written or oral, acts, or representations, whether
expressed or implied, made by its agents, employees or Registered
Representatives and is responsible for notifying its agents, employees
and Registered Representatives of the terms and conditions of this
Agreement.
d. The Broker/Dealer (unless acting for Lincoln National in its capacity as
a Broker/Dealer), not Lincoln National, is solely responsible as to the
suitability of sale of the Contracts to individual persons.
e. The Broker/Dealer shall immediately notify Lincoln National of any and
all complaints about the Contracts received by the Broker/Dealer.
13. Assignments/Modifications
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a. The Broker/Dealer shall make no assignment or transfer of this Agreement
or of any benefits or obligations hereunder, either in whole or in part,
without the prior written consent of both Lincoln National and SEI. Any
such assignee or transferee shall be properly licensed, including
pursuant to Section 1 of this Agreement, to perform its function under
this Agreement prior to the assignment to transfer. All terms and
conditions of this Agreement are applicable to any assignment or
transfer.
b. Lincoln National shall make no assignment or transfer of this Agreement
or of any benefits or obligations hereunder, either in whole or in part,
without the prior written consent of both the Broker/Dealer and SEI. Any
such assignee or transferee shall be properly licensed, including
pursuant to Section 1 of this Agreement, to perform its function under
this Agreement prior to the assignment to transfer. All terms and
conditions of this Agreement are applicable to any assignment or
transfer.
c. SEI shall make no assignment or transfer of any benefits or obligations
under this Agreement, either in whole or in part, without the prior
written consent of both the Broker/Dealer and Lincoln National. Any such
assignee or transferee shall be properly licensed, including pursuant to
Section 1 of this Agreement, to perform its function under this
Agreement prior to the assignment to transfer. All terms and conditions
of this Agreement are applicable to any assignment or transfer.
d. This Agreement embodies the entire Agreement of the parties relative to
the matters with which it deals and is intended to be the entire and
exclusive embodiment thereof. Neither the Broker/Dealer nor Lincoln
National shall be bound by any promise, agreement, understanding, or
representation heretofore or hereafter made relative to the subject
matter of this Agreement except for any amendment under Section 13.d or
a change, revision, or addition to the attached Compensation Schedule(s)
as provided in Section 6.a.
e. This Agreement may be amended or revised at any time by Lincoln
National, upon approval by SEI, and upon notice to the Broker/Dealer
and, unless the Broker/Dealer notifies us in writing to the contrary
within 10 calendar days of the mailing date of any such amendment, the
Broker/Dealer will be deemed to have accepted that amendment or
modification.
14. Indebtedness of Broker/Dealer
Lincoln National shall have first lien on all service fees and other
compensation payable hereunder for any debt due from the Broker/Dealer to
Lincoln National or any of its affiliates, including charges relating to
certain cancellations, rejections, or reissues of contracts. Lincoln
National may at this time deduct or set off from any moneys payable under
this Agreement, or from any other source, any such debt or debts at the
legal rate.
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This lien shall not be extinguished by the termination of the Broker/
Dealer's authority. This provision shall not be construed in any way to
limit any indebtedness of the Broker/Dealer to the value of the service fees
and other compensation payable under this Agreement. In the event of the
termination of the Broker/Dealer's authority, the unpaid balance of the
Broker/Dealer's indebtedness shall be immediately due and payable without
demand or notice.
15. Termination of Agreement
a. The Broker/Dealer or Lincoln National may terminate the Broker/Dealer's
appointment under this Agreement, with or without cause, by notice sent
by ordinary mail to the last known address of the other party and to
SEI. If requested by SEI in writing, Lincoln National will promptly
terminate the Broker/Dealer's appointment under this Agreement.
Terminations of appointment as used in this Agreement shall mean
termination of authority either through cancellation of the appropriate
license or registration or through termination of this entire Agreement.
b. Lincoln National reserves the right, rather than to completely terminate
this Agreement, to suspend the right of the Broker/Dealer to sell new
business, including taking applications on existing contracts, but still
allow the Broker/Dealer to service existing business. This right shall
exist provided that it does not violate any applicable state or federal
law or regulation. Lincoln National will provide evidence of servicing
relationship in writing to the Broker/Dealer. Lincoln National reserves
the right to terminate the service agreement pursuant to the terms of
this Agreement. If requested by SEI in writing, Lincoln National will
promptly terminate the service agreement. Any notifications,
correspondence or agreements under this Section shall be provided to the
Broker/Dealer, Lincoln National and SEI.
c. If the Representative's right to sell new business, including taking
applications on existing Contracts, is suspended by Lincoln National
while still allowing the Broker/Dealer to service existing business,
then all compensation as provided by this Agreement shall continue to be
payable to the Broker/Dealer as long as the Broker/Dealer remains broker
of record and unless otherwise provided in this Agreement.
16. Forbearance
Forbearance or neglect of Lincoln National or SEI to insist upon performance
of this Agreement shall not constitute a waiver of their rights and
privileges.
17. SEI Approval
The parties agree that this Agreement shall not be effective until approved
by SEI, which
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approval, in order to be effective, shall be effected by SEI's signature on
the signature page of this Agreement.
18. Choice of Law
The Broker/Dealer and Lincoln National expressly agree that in the case of
any disputes arising under this Agreement, this Agreement shall be construed
under Indiana Law.
19. Benefit
This Agreement includes provisions for the benefit of SEI, and SEI shall
have the right to enforce the terms of this Agreement.
LINCOLN NATIONAL BROKER/DEALER
By:_______________________________ By:_______________________________
Assistant Secretary Broker/Dealer
By:_______________________________
(Authorized Officer)
_______________________________
Tax Identification Number
Approved:
SEI INVESTMENTS DISTRIBUTION COMPANY
BY: ________________________________________
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