Exhibit 9(b)
FORM OF
INDEMNIFICATION AGREEMENT
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This is an Indemnification Agreement by and between The Lincoln National Life
Insurance Company ("LNL"), on its own behalf and on behalf of Lincoln National
Flexible Premium Variable Life Account F ("Account F"), and Capital Research and
Management Company ("CRMC"). This Agreement shall become effective on the date
on which the Securities and Exchange Commission ("SEC") declares effective the
initial registration under the Securities Act of 1933 pertaining to contracts
issued through Account F.
RECITALS
A. LNL is an Indiana life insurance company with its Home Office at 0000
Xxxxx Xxxxxxx Xxxxxx, Xxxx Xxxxx, Xxxxxxx 00000.
B. Account F is a Segregated Account of LNL under Indiana Insurance Law, and
is registered with the SEC as an investment company (unit investment trust)
under the Investment Company Act of 1940 (Registration No. 811-5164). The
variable life insurance contracts issued through Account F are registered with
the SEC under the Securities Act of 1933 (Registration No. 33-14692).
C. CRMC is a California General Business Corporation, with principal office at
000 Xxxxx Xxxx Xxxxxx, Xxx Xxxxxxx, Xxxxxxxxxx 00000, and is engaged in the
business of providing investment advice.
D. American Pathway Fund ("APF") is a Massachusetts Business Trust and a
registered investment company under the Investment Company Act of 1940 with
principal offices at 000 Xxxxx Xxxx Xxxxxx, Xxx Xxxxxxx, Xxxxxxxxxx 00000.
E. LNL will utilize APF as the underlying investment vehicle for purchase
payments received under LNL's Flexible Premium Variable Life Insurance Contracts
issued through Account F (the "Contracts") offered to the public through Account
F, and, in so doing, will purchase shares of APF in connection with those
Contracts.
F. CRMC, by virtue of an Investment Advisory and Service Agreement between
CRMC and APF, will serve as Investment Adviser to APF, as the term "Investment
Adviser" is defined in the Investment Company Act of 1940.
NOW, THEREFORE, CRMC, for good and sufficient consideration, receipt of which is
hereby acknowledged, agrees to indemnify LNL and Account F for, and hold them
harmless against, any and all losses, claims, damages, liabilities (including
amounts paid in settlement with the written consent of CRMC) or litigation
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(including legal and other expenses) to which UNL and Account F may become
subject under any statute, at common law or otherwise, insofar as such losses,
claims, damages, liabilities or expenses (or actions in respect thereof) or
settlements arise as a result of any failure by APF or by CRMC, whether
unintentional or in good faith or otherwise, to adequately diversify the various
Investment Series of APF, pursuant to the requirements of Section 817(h) of the
Internal Revenue Code of 1954, as amended, and the regulations issued
thereunder (including, but not by way of limitation, Temporary Reg. Sec.
1.817-ST, September 12, 1986, 51 F.R. 32633), relating to the diversification
requirements for variable annuity, endowment, and life insurance contacts,
provided that CRMC shall have been given prompt written notice concerning any
matter for which indemnification is otherwise afforded hereunder. CRMC shall be
entitled to rely upon the interpretation of such requirements by Counsel to LNL
when such an interpretation is requested by CRMC.
CRMC shall, at all times, have the right, but not the obligation, to take over
and conduct, in the name of LNL, and/or Account F, the investigation and defense
of any claim by a third party, and in such event, LNL and/or Account F shall
cooperate in every reasonable way with CRMC.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed and attested as of the date first above written.
THE LINCOLN NATIONAL LIFE
INSURANCE COMPANY FOR ITSELF
AND ON BEHALF OF ITS SEPARATE
ACCOUNT V
Attest:
__________________________________ By:______________________________________
CAPITAL RESEARCH AND
MANAGEMENT COMPANY
Attest:
__________________________________ By:______________________________________
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