EX-99.B(H)(5) 2 a19-3437_1ex99dbh5.htm EX-99.B(H)(5)

Exhibit 99.B(h)(5)

 

AMENDMENT

TO THE

FUND PARTICIPATION AGREEMENT BY AND BETWEEN

BLACKROCK VARIABLE SERIES FUNDS, INC.,

BLACKROCK INVESTMENTS, LLC,

THE LINCOLN NATIONAL LIFE INSURANCE COMPANY,

 

LINCOLN LIFE & ANNUITY COMPANY OF NEW YORK

AND LINCOLN FINANCIAL DISTRIBUTORS, INC.

 

THIS AMENDMENT TO THE FUND PARTICIPATION AGREEMENT (the “Amendment”) is made and entered into as of the 31 day of August, 2018, by and between BlackRock Variable Series Funds, Inc. (the “Fund”), BlackRock Investments, LLC (“BRIL”), THE LINCOLN NATIONAL LIFE INSURANCE COMPANY (“LNL”),  LINCOLN LIFE & ANNUITY COMPANY OF NEW YORK (together with LNL, the “Company”), on its own behalf and on behalf of each separate account of the Company identified herein, and Lincoln Financial Distributors, Inc.(the “Distributor”).

 

WITNESSETH:

 

WHEREAS, the parties have entered into a Fund Participation Agreement dated May 15, 2009, as amended (the “Agreement”), which is incorporated herein by reference;

 

WHEREAS, Section 8.10 of the Agreement provides that the Agreement may be amended by written agreement signed by all of the parties; and

 

WHEREAS, the parties desire to amend the cutoff time for the submission of trades through the NSCC system and to also amend other sections of the Agreement.

 

NOW, THEREFORE, in consideration of the mutual covenants hereinafter set forth, and intending to be legally bound, the Agreement shall be further amended as follows:

 

1.              Unless otherwise noted or amended herein, all terms used in this Amendment shall have the same meaning as in the Agreement.

 

2.              Section 1.2(c)(i) is deleted in its entirety and is replaced with the following:

 

“(c) Purchases and Redemption Orders; Settlement of Transactions.

 

i.                  Method of Communication.

 

Fund/SERV Transactions.  If the parties choose to use Fund/SERV, the following provisions shall apply:

 

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The Company and BRIL or its designee will be bound by the rules of the NSCC.  Without limiting the generality of the following provisions of this section, the Company and BRIL or its designee each will perform any and all duties, functions, procedures and responsibilities assigned to it and as otherwise established by the NSCC applicable to Fund/SERV and the Networking Matrix Level utilized.

 

Any information transmitted through NSCC’s Networking system by any party to the other and pursuant to this amendment will be accurate, complete, and in the format prescribed by the NSCC.  Each party will adopt, implement and maintain procedures reasonably designed to ensure the accuracy of all transmissions through Networking and to limit the access to, and the inputting of data into, Networking to persons specifically authorized by such party.

 

On each Business Day, the Company shall aggregate and calculate the net purchase and redemption orders for each Account received by the Company prior to the Close of Trading on each Business Day.  The Company shall communicate to the NSCC the net aggregate purchase or redemption orders (if any) for each Account received by the Close of Trading on such Business Day (the “Trade Date”) no later than 7:00 a.m. Eastern Time on the Business Day following the Trade Date.  All orders received by the Company after the Close of Trading on a Business Day shall not be transmitted to NSCC prior to the following Business Day.  The Fund or its designee shall treat all trades communicated to the Fund or its designee in accordance with this provision as if received prior to the Close of Trading on the Trade Date.

 

All orders are subject to acceptance by the Fund or its designee and become effective only upon confirmation by the Fund or its designee. Upon confirmation, the Fund or its designee will verify total purchases and redemptions and the closing share position for each Account.  In the case of delayed settlement, the Fund or its designee shall make arrangements for the settlement of redemptions by wire no later than the time permitted for settlement of redemption orders by the Investment Company Act of 1940, as amended (the “1940 Act”).”

 

3.              Article 3 Representations and Warranties, Section 3.9 is hereby replaced in its entirety with the following:

 

“3.9                                                                         The Company represents and warrants that it shall maintain a reasonable risk-based program to comply with economic, trade and financial sanctions laws, resolutions, executive orders and regulations enacted by the United States (including as administered and/or enforced by the Office of Foreign Assets Control (“OFAC”)), the European Union, the United Nations and other applicable jurisdictions (“Sanctions Laws”).  The Company shall maintain policies, procedures  and controls that are reasonably designed to ensure compliance with Sanctions Laws and limit the risk of transactions that could be regarded as circumventing Sanctions Laws and that it, the Accounts, the Participating Insurance Companies and, to the extent required by law, its and their owners and controllers (i) are not in violation of any Sanctions Laws or on any list of prohibited individuals or entities enacted under Sanctions Laws (collectively, “Sanctions Lists”) and (ii) are not located, organized or doing business in a country or territory that is, or whose government is, the target of embargo or countrywide sanctions under any Sanctions Laws.  The Company agrees that it will take

 

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reasonable steps to ensure that Contract owner funds shall not be directly or indirectly derived from, invested for the benefit of or related in any way to, persons, entities or countries that are subject to any country embargoes, in violation of any Sanctions Laws or on any Sanctions Lists.  To the extent required by applicable law, the Company will promptly inform the BRIL in writing if with respect to the transactions in the Shares or the Company’s services, the Company becomes aware of any violations of Sanctions Laws by itself or any of the Accounts or Participating Insurance Companies or any of their owners or controllers or if it or any of the Participating Insurance Companies or any of their owners or controllers are the target of embargo or identified on any Sanctions Lists.  The Company will promptly inform the BRIL in writing if the Company is unable to comply with its obligations under this Section 3.9.

 

The Company shall have an anti-money laundering program in place to comply with all applicable United States laws and regulations relating to anti-money laundering, including the Uniting and Strengthening America by Providing Appropriate Tools to Intercept and Obstruct Terrorism Act of 2001 (the “USA PATRIOT Act”) and the Bank Secrecy Act, as amended by the USA PATRIOT Act, and/or other global legislation, where applicable.  The Company shall have in place written policies, procedures and controls designed to detect, prevent and report money laundering or other suspicious activity and prohibit dealings with shell banks as well as a written customer identification program.  The written customer identification program shall require the identification and verification of the identities of the Company’s customers and, if required by applicable anti-money laundering laws and regulations, the underlying beneficial owner(s).  The Company will promptly inform the BRIL in writing if the Company is unable to comply with its obligations under this Section 3.9.

 

At all times during which it services Shares of the Fund, the Company shall provide the BRIL with such information as it may reasonably request, including, but not limited to, the filling out of questionnaires, attestations and other documents, to enable the Fund and BRIL to fulfill their obligations under applicable Sanctions Laws and the USA PATRIOT ACT (including maintaining records for at least five years).

 

The Company represents and warrants that neither it nor any of its principals have been previously indicted with respect to or convicted of any criminal charges, including money laundering, and neither it nor any of its principals is the subject of any criminal action of any nature or of any regulatory or self-regulatory action relating to money laundering.

 

The Company represents and warrants that it is aware of Sanctions Laws (as hereinafter defined), and it has not violated and shall not violate any Sanctions Laws.

 

The Company agrees to notify the BRIL immediately in the event of the Distributor’s expulsion or suspension from FINRA or any self-regulatory organization with jurisdiction over it or of any pending or threatened action or proceeding by any regulatory authority or self-regulatory organization (including, without limitation, FINRA) bearing on its membership.

 

Upon request, the Company shall provide certification that its obligations under the Agreement are being met.

 

4.              Article 7 Notices is hereby replaced in its entirety with the following:

 

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“ARTICLE 7

Notices

 

Unless otherwise specified in this Agreement, all notices shall be in writing and shall be deemed to have been given (a) when delivered by hand (with written confirmation of delivery); (b) when delivered if sent by a nationally recognized overnight courier (with written or electronic confirmation of delivery); or (c) on the third day after the date mailed, by certified or registered mail, return receipt requested, postage prepaid.

 

Notices must be sent to the respective parties at the address(es) indicated below (or at such other address for a party as shall be specified in a notice given in accordance with this Article 7).

 

To the Fund:

With a copy to:

 

 

BlackRock Advisors, LLC

BlackRock, Inc.

Attn: Jon Maro

Attn: General Counsel

Global Client Services

55 East 52nd Street

55 East 52nd Street

New York, NY 10055

New York, NY 10055

 

 

 

To BRIL:

with a copy to:

 

 

BlackRock Investments, LLC

BlackRock Investments, LLC

Attn: Salim Ramji

Attn: Chief Compliance Officer

Senior Managing Director,

55 East 52nd Street

US Wealth Advisory

New York, NY 10055

55 East 52nd Street

 

New York, NY 10055

 

 

If to the Company:

If to the Distributor:

 

 

THE LINCOLN NATIONAL LIFE INSURANCE COMPANY

LINCOLN FINANCIAL DISTRIBUTORS, INC

1300 S. Clinton Street

Attn: John Kennedy

Fort Wayne, IN 46802

130 N. Radnor-Chester Road

Attn: Funds Management

Radnor, PA 19087

 

 

LINCOLN LIFE & ANNUITY COMPANY OF NEW YORK

 

1300 S. Clinton Street

 

Fort Wayne, IN 46802

 

Attn: Funds Management

 

 

5.              Schedule B is hereby deleted and replaced in its entirety with Schedule B here within.

 

6.              Except as hereby amended, the Agreement remains in full force and effect in accordance with its terms.

 

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IN WITNESS WHEREOF, the parties hereto have executed and delivered this Amendment as of the date set forth above.

 

 

THE LINCOLN NATIONAL LIFE INSURANCE COMPANY

 

 

 

By:

/s/ Jayson Bronchetti

 

Name:

Jayson Bronchetti

 

Title:

Senior Vice President

 

 

 

 

LINCOLN LIFE & ANNUITY COMPANY OF NEW YORK

 

 

 

 

By:

/s/ Jayson Bronchetti

 

Name:

Jayson Bronchetti

 

Title:

Senior Vice President

 

 

 

 

LINCOLN FINANCIAL DISTRIBUTORS, INC.

 

 

 

 

By:

/s/ Thomas O’Neill

 

Name:

Thomas O’Neill

 

Title:

Senior Vice President

 

 

 

 

BLACKROCK VARIABLE SERIES FUNDS, INC.

 

 

 

 

By:

/s/ illegible

 

Name:

 

 

Title:

 

 

 

 

 

BLACKROCK INVESTMENTS, LLC

 

 

 

 

By:

/s/ Jonathan Maro

 

Name:

Jonathan Maro

 

Title:

COO-BRIL

 

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Schedule B

 

Portfolios of BlackRock Variable Series Funds, Inc. now or in the future available to Accounts of the Company, including, but not limited to:

 

Fund Name

 

Class

 

Cusip

 

Ticker

Equity Funds

 

 

 

 

 

 

BlackRock Advantage Large Cap Core V.I. Fund

 

I

 

09253L611

 

LGCCI

BlackRock Advantage Large Cap Core V.I. Fund

 

II

 

09253L595

 

LGCII

BlackRock Advantage Large Cap Core V.I. Fund

 

III

 

09253L587

 

LCIII

BlackRock Advantage Large Cap Value V.I. Fund

 

I

 

09253L546

 

LCATT

BlackRock Advantage Large Cap Value V.I. Fund

 

II

 

09253L538

 

LCBTT

BlackRock Advantage Large Cap Value V.I. Fund

 

III

 

09253L520

 

LVIII

BlackRock Advantage U.S. Total Market V.I. Fund

 

I

 

09253L470

 

SMCPI

BlackRock Advantage U.S. Total Market V.I. Fund

 

II

 

09253L462

 

SMCII

BlackRock Advantage U.S. Total Market V.I. Fund

 

III

 

09253L454

 

SCIII

BlackRock Basic Value V.I. Fund

 

I

 

09253L405

 

BAVLI

BlackRock Basic Value V.I. Fund

 

II

 

09253L504

 

BAVII

BlackRock Basic Value V.I. Fund

 

III

 

09253L603

 

BVIII

BlackRock Capital Appreciation V.I. Fund

 

I

 

09253L843

 

FDGRI

BlackRock Capital Appreciation V.I. Fund

 

III

 

09253L827

 

FGIII

BlackRock Equity Dividend V.I. Fund

 

I

 

09253L512

 

UTTLI

BlackRock Equity Dividend V.I. Fund

 

III

 

09253L488

 

UTIII

BlackRock Global Allocation V.I. Fund

 

I

 

09253L777

 

GLALI

BlackRock Global Allocation V.I. Fund

 

II

 

09253L769

 

GLAII

BlackRock Global Allocation V.I. Fund

 

III

 

09253L751

 

GAIII

BlackRock Global Opportunities V.I. Fund

 

I

 

09253L819

 

GLGRI

BlackRock Global Opportunities V.I. Fund

 

III

 

09253L785

 

GGIII

BlackRock International V.I. Fund

 

I

 

09253L645

 

IVVVI

BlackRock iShares Alternative Strategies V.I. Fund

 

I

 

09253L397

 

BVASX

BlackRock iShares Alternative Strategies V.I. Fund

 

III

 

09253L389

 

BASVX

BlackRock iShares Dynamic Allocation V.I. Fund

 

I

 

09253L371

 

BVDAX

BlackRock iShares Dynamic Allocation V.I. Fund

 

III

 

09253L363

 

BDAVX

BlackRock iShares Equity Appreciation V.I. Fund

 

I

 

09253L447

 

BVEAX

BlackRock iShares Equity Appreciation V.I. Fund

 

III

 

09253L439

 

BEAVX

BlackRock Large Cap Focus Growth V.I. Fund

 

I

 

09253L579

 

LGGGI

BlackRock Large Cap Focus Growth V.I. Fund

 

III

 

09253L553

 

LGIII

BlackRock Managed Volatility V.I. Fund

 

I

 

09253L108

 

AMBLI

 

 

 

 

 

 

 

Fixed Income Funds

 

 

 

 

 

 

BlackRock High Yield V.I. Fund

 

I

 

09253L710

 

HICUI

BlackRock High Yield V.I. Fund

 

III

 

09253L686

 

HCIII

BlackRock iShares Dynamic Fixed Income V.I. Fund

 

I

 

09253L421

 

BVDFX

BlackRock iShares Dynamic Fixed Income V.I. Fund

 

III

 

09253L413

 

BDFVX

BlackRock Total Return V.I. Fund

 

I

 

09253L702

 

CRBDI

BlackRock Total Return V.I. Fund

 

III

 

09253L884

 

CBIII

BlackRock U.S. Government Bond V.I. Fund

 

I

 

09253L744

 

GVBDI

BlackRock U.S. Government Bond V.I. Fund

 

III

 

09253L728

 

GBIII

 

6

 

Index Fund

 

 

 

 

 

 

BlackRock S&P 500 Index V.I. Fund

 

I

 

09253L678

 

IDXVI

BlackRock S&P 500 Index V.I. Fund

 

II

 

09253L660

 

IXVII

 

 

 

 

 

 

 

Money Market Fund

 

 

 

 

 

 

BlackRock Government Money Market V.I. Fund*

 

I

 

09253L876

 

DMMKI

 

*No payments for operational & recordkeeping/administrative services will be made on this Portfolio.

 

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