Exhibit 8(h)
FORM OF
AGREEMENT TO PURCHASE SHARES
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Lincoln National Life Insurance Company ("LNL"), on its behalf and on
behalf of Lincoln Life Variable Annuity Account Q (the "Variable Account"), and
Lincoln National International Fund, Inc. (the "Fund") hereby agree that shares
of the Fund shall be made available to serve as an underlying investment medium
for variable annuity 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 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 annuity 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 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.
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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 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 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 prospective 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
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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);
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(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 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 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
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investigation.
Executed and agreed to this __ day of ___________________, 1998.
LINCOLN NATIONAL LIFE INSURANCE
COMPANY
By_____________________________
Vice President
LINCOLN NATIONAL INTERNATIONAL
FUND, INC.
By_____________________________
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