Exhibit 1(9)
INDEMNIFICATION AGREEMENT
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This is an Indemnification Agreement by and between The Lincoln National Life
Insurance Company ("Lincoln Life"), on its own behalf and on behalf of Lincoln
Life Flexible Premium Variable Life Account J ("Account J"); and Capital
Research and Management Company ("CRMC"). The effective date of this Agreement
is April 30, 1995.
RECITALS
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A. Lincoln Life is an Indiana Insurance Corporation with its Home Xxxxxx xx
Xxxx Xxxxx, Xxxxxxx.
B. Account J is a separate account of Lincoln Life under Indiana Insurance Law,
and is registered with the Securities and Exchange Commission, under the
Investment Company Act of 1940, as a Unit Investment Trust (Registration No.
811-8410). The individual flexible premium variable life insurance policies
(the "Policies") to be issued through Account J are registered under the
Securities Act of 1933 (Registration No. 33-76434).
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-related services.
D. American Variable Insurance Series (the "Series") is a Massachusetts
Business Trust and a registered investment company under the Investment
Company Act of 1940 (Registration Nos. 2-86838; 811-3587), with principal
offices at 000 Xxxxx Xxxx Xxxxxx, Xxx Xxxxxxx, Xxxxxxxxxx 00000.
X. Xxxxxxx Life will utilize the Series as the underlying investment vehicle
for purchase payments received under the Policies offered to the public
through Account J, and, in so doing, will purchase shares of Series in
connection with those Contracts.
F. CRMC, by virtue of an Investment Advisory and Service Agreement between CRMC
and Series, will serve as Investment Adviser to Series, as the term
"Investment Adviser" is defined in the Investment Company Act of 1940.
AGREEMENT
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NOW, THEREFORE, CRMC, for good and sufficient consideration, receipt of which
is hereby acknowledged, agrees:
1. To indemnify Lincoln Life and Account J 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
(including legal and other expenses) to which
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Lincoln Life and Account J 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 the Series or by CRMC, whether unintentional or in good faith
or otherwise, to adequately diversify the various investment funds of the
Series, pursuant to the requirements of Section 817(h) of the Internal
Revenue Code of 1986, as amended, and the regulations issued thereunder
(including, but not by way of limitation, Final Reg. Sec. 1.817-5, March 2,
1989, 54 F.R. 8728), relating to the diversification requirements for
variable annuity, endowment, and life insurance contracts. CRMC shall be
entitled to rely upon the interpretation of such requirements by counsel to
Lincoln Life when such an interpretation is requested by CRMC; and
2. To indemnify Lincoln Life and Account J 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 (including legal
and other expenses except attorneys' fees) to which Lincoln Life and Account
J 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 Series
or by CRMC, whether unintentional or in good faith or otherwise, to supply
Lincoln Life with information sufficient for Lincoln Life to accurately
calculate its unit values as required by law and by the Account J
Registration Statement.
CRMC shall be given prompt written notice concerning any matter for which
indemnification is afforded hereunder.
CRMC shall, at all times, have the right, but not the obligation, to take over
and conduct, in the name of Lincoln Life, and/or Account J, the investigation
and defense of any claim by a third party, and in such event, Lincoln Life
and/or Account J shall cooperate in every way with CRMC.
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IN WITNESS WHEREOF, the parties to this agreement have caused this Agreement to
be duly executed and attested as follows:
THE LINCOLN NATIONAL LIFE INSURANCE
COMPANY, FOR ITSELF AND ON BEHALF
OF SEPARATE ACCOUNT J
Attest:
/s/ Xxxxxx X. Xxxxxxx By: /s/ Xxxxxx X. Xxxxxx
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Xxxxxx X. Xxxxxxx Xxxxxx X. Xxxxxx
CAPITAL RESEARCH AND MANAGEMENT
COMPANY
Attest:
/s/ Xxxxxxx Xxxxxx By: /s/ Xxxxx X. Xxxxxxxxxx
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Xxxxxxx Xxxxxx
