Exhibit 9(a)
AGREEMENT TO PURCHASE SHARES
The Lincoln National Life Insurance Company ("LNL"), on its behalf and on
behalf of Lincoln National Flexible Premium Variable Life Account D (the
"Variable Account"), and Lincoln National Special Opportunities Fund, Inc. (the
"Fund") hereby agree that shares of the Fund shall be made available to serve as
an underlying investment medium for flexible premium variable life insurance
contracts to be offered by LNL through the Variable Account subject to the
following provisions:
1. LNL represents and warrants that it is an insurance company duly
organized and existing in good standing under Indiana law and that it has
legally and validly established the Variable Account as a unit investment trust
in accordance with the provisions of the Investment Company Act of 1940, as
amended (the "1940 Act"), to serve as a segregated investment account for
certain flexible premium variable life insurance contracts (the "Contracts").
LNL further represents and warrants that the Contracts will be registered under
Securities Act of 1933, as amended, (the "1933 Act"), and the Contracts will be
issued and sold in compliance with all applicable federal and state laws. The
Contracts will provide for the allocation of net amounts received by LNL
thereunder to separate divisions of the Variable Account designated as
"sub-accounts" for investment in the shares of registered investment companies
selected by LNL ("underlying funds"). The Fund will be an underlying fund for
one of the sub-accounts.
2. Fund shares may be purchased and redeemed by LNL in accordance with
the provisions of the then current prospectus of the Fund. The Fund anticipates
that it will make its shares available indefinitely for purchase by LNL
hereunder, but the Fund reserves the right to suspend or terminate sales of its
shares hereunder at any time or times when its Board of Directors makes a good
faith determination that further sales would be to the detriment of current
holders of Fund shares. Payment for Fund shares shall be made by LNL within five
days after placement of the order for Fund shares. The Fund reserves the right
to delay issuance or transfer of Fund shares and/or to delay the accrual and/or
declaration of dividends in accordance with any policy set forth in its then
current prospectus with respect to such shares until any payment check has
cleared. If payment is not received by the Fund or an agent of the Fund within
the five day period, the Fund may/ without notice, cancel the order and require
LNL to reimburse promptly the Fund for any loss suffered by the Fund resulting
from such failure to make timely payment. The Fund represents and warrants that
Fund shares sold hereunder shall be registered under the Securities Act of 1933
and duly authorized for issuance in accordance with Maryland law.
3. LNL and its agents shall make no representation concerning the Fund or
Fund shares except those contained in the then current prospectus of the Fund or
in current printed sales literature of the Fund, or as otherwise approved by the
Fund in writing.
4. Administrative services to owners of and participants under Contracts
shall be the responsibility of LNL and shall not be the responsibility of the
Fund. The Fund will furnish LNL with copies of its proxy material, reports to
stockholders and other communications to stockholders in such quantities as LIM
shall reasonably require for distribution to owners of or participants under the
Contracts and LNL will distribute these materials to such owners or participants
as required. LNL will vote Fund shares, to the extent required by law, in
accordance with instructions received from Contract owners. LNL will vote Fund
shares for which no instructions have been received in the same proportion as
Fund shares for which instructions have been received from Contract owners. LNL
and persons under its control will in no way recommend action in connection with
the solicitation of proxies for Fund shares held in the Variable Account.
5. The Fund shall amend the Registration Statement for its shares under
the 1933 Act and the 1940 Act from time to time as required in order to effect
the continuous offering of its shares and shall provide LNL with as many copies
of its current prospectus as LNL may reasonably request.
6. This Agreement may be terminated as to the issuance of Fund shares as
follows:
(a) at the option of LNL or the Fund upon 90 days' written notice to the other
party;
(b) at the option of LNL if Fund shares are not available for any reason to
meet the requirements of the Contracts as determined by LNL; or
(c) at the option of the Fund upon institution of any proceedings against LNL
relating to the Variable Account or the issuance and sale of the Contracts, by
the National Association of Securities Dealers, Inc. the Securities and Exchange
Commission, the Indiana Insurance Commissioner or any other regulatory body.
7. (a) LNL agrees to indemnify and hold harmless the Fund and each of its
directors who is not an "interested person" of the Fund, as defined in the 1940
Act (collectively the "Indemnified Parties") against any losses, claims,
damages, liabilities (including amounts paid in settlement thereof with the
written consent of LNL) or expenses or actions with respect thereto to which
such Indemnified Parties may become subject, under the Federal securities laws
or otherwise, insofar as such losses, claims, damages, liabilities or expenses
(or actions in respect thereof) or settlements (i) arise out of or are based
upon any untrue statement or alleged untrue statement of any material fact
contained in the Registration Statement or prospectus of the Variable Account or
contained in the Contracts or sales literature (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, provided
that this agreement to indemnify shall not apply as to an Indemnified Party if
such statement or omission or such alleged statement or omission was made in
reliance upon and in conformity with written information furnished to LNL by
such Indemnified Party
expressly for use in the Registration Statement or prospectus for the Variable
Account or the Contracts or sales literature (or any amendment or supplement);
(ii) arise out of or as a result of conduct, statements, or representations
(other than statements or representations contained in the prospectus of the
Fund and sales literature not supplied by LNL) of LNL or persons under its
control, with respect to the sale and distribution of the Contracts, or
(iii) arise as a result of any failure by LNL to provide the services and
furnish the materials set forth in paragraph four hereof.
LNL will reimburse any legal or other expenses reasonably incurred by the
Indemnified Parties in connection with investigating or defending any such loss,
claim, damage, liability or action. This indemnity agreement is in addition to
any liability which LNL may otherwise have.
(b) Promptly after receipt by any of the Indemnified Parties of notice of
the commencement of any action, or the making of any claim for which indemnity
may apply under this paragraph, the Indemnified Parties will, if a claim in
respect thereof is to be made against LNL, notify LNL of the commencement
thereof; but the omission so to notify LNL will not relieve LNL from any
liability which it may have to the Indemnified Parties otherwise than under this
Agreement. In case any such action is brought against the Indemnified Parties,
and LNL is notified of the commencement thereof, LNL will be entitled to
participate therein and to assume the defense thereof, with counsel satisfactory
to the party named in the action, and after notice from LNL to such party of
LNL's election to assume the defense thereof, LNL will not be liable to such
party under this Agreement for any legal or other expenses subsequently incurred
by such party independently in connection with the defense thereof other than
reasonable costs of investigation.
Executed and agreed to this day of 19-.
LINCOLN NATIONAL FLEXIBLE
PREMIUM VARIABLE LIFE ACCOUNT D
THE LINCOLN NATIONAL LIFE
INSURANCE COMPANY
By
Vice President
LINCOLN NATIONAL SPECIAL OPPORTUNITIES FUND, INC.
By
