Exhibit 8
AGREEMENT TO PURCHASE SHARES
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The Lincoln National Life Insurance Company ("LNL"), on its behalf and on
behalf of Lincoln National Flexible Premium Variable Life Account J (a/k/a
Lincoln Life Flexible Premium Variable Life Account J, the "Variable Account"),
and American Variable Insurance Series a/k/a Lincoln Life Flexible Premium
Variable Life Account J, or (the "Series"), agree that shares of the Series
shall be made available to serve as an underlying investment medium for 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 under Indiana law and that it has legally and validly
established the Variable Account a permitted under Indiana law and has
registered 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 variable life
contracts (the "Contracts"). LNL further represents and warrants that the
Contracts will be registered under the 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 elected by LNL ("underlying funds"). The
various funds of the Series will be underlying funds for the sub-accounts.
2. Series shares may be purchased and redeemed by LNL in accordance with
the provisions of the then current prospectus of the Series. The Series
anticipates that it will make it shares available indefinitely for purchase by
LNL hereunder, but the Series 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 Series shares. Payment for Series shares shall be made by LNL within
five days after placement of the order for Series shares. The Series reserves
the right to delay issuance or transfer of Series 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 Series or an agent of the
Series within the five day period, the Series may, without notice, cancel the
order and require LNL to reimburse the Series promptly for any loss suffered by
the Series resulting from such failure to make timely payment. The Series
represents and warrants that the Series shares sold hereunder shall be
registered under the 1933 Act and duly authorized for issuance in accordance
with Maryland law.
3. LNL and its agents shall make no representation concerning the Series
or Series shares except those contained in the then current prospectus of the
Series or in current printed sales literature of the Series, or as otherwise
approved by the Series 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
Series. The Series will furnish LNL copies of its proxy material, reports to
stockholders and other communications to stockholders in such quantities as LNL
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 Series shares, to the extent required by law, in
accordance with instructions received from Contract owners. LNL will vote
Series shares for which no instructions have been received in the same
proportion as Series 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 Series shares held in
the Variable Account.
5. The Series 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 Series shares
as follows:
(a) at the option of LNL or the Series upon 90 days' written notice to the
other party;
(b) at the option of LNL if Series 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 Series 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 Series and each of its directors who is not an "interested person" of the
Series, 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 statemen 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 supplemental 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 Series 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 "4." 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) In timely fashion 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 form 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.
This Agreement shall become effective on April 30, 1995.
THE LINCOLN NATIONAL LIFE
INSURANCE COMPANY ON BEHALF
OF ITSELF AND OF LINCOLN
NATIONAL FLEXIBLE PREMIUM
VARIABLE LIFE ACCOUNT J
By /s/ Xxxxxx X. Xxxxxx
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Xxxxxx X. Xxxxxx
Vice President
AMERICAN VARIABLE INSURANCE
SERIES
By /s/
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President
