EXHIBIT 28(h)(2)
ADMINISTRATION AGREEMENT
------------------------
THIS ADMINISTRATION AGREEMENT, made as of January 1, 2012, is by and
between the LINCOLN VARIABLE INSURANCE PRODUCTS TRUST (the "Trust"), a Delaware
statutory trust, on behalf of each of its series (the "Funds"), which are listed
in Exhibit A of this Agreement, and THE LINCOLN NATIONAL LIFE INSURANCE COMPANY
(the "Administrator"), an Indiana insurance company.
WHEREAS, the Trust is registered with the Securities and Exchange
Commission ("SEC") as a series investment company under the Investment Company
Act of 1940 (the "1940 Act"); and
WHEREAS, the Trust desires to retain the Administrator to provide or
procure administrative and shareholder services hereunder in the manner and on
the terms set forth below; and
WHEREAS, the Administrator is willing to provide or procure such services
in the manner and on the terms hereinafter set forth.
NOW, THEREFORE, in consideration of the premises and mutual covenants
herein contained, the parties agree as follows:
1. Appointment. The Trust hereby appoints the Administrator to provide or
------------
procure the administrative and shareholder services with respect to each Fund
for the period and on the terms set forth in this Agreement. The Administrator
accepts such appointment and agrees during such period to provide or procure the
services herein set forth for the compensation herein provided.
2. Duties. Subject to the general supervision of the Board of Trustees, the
-------
Administrator shall provide or procure the services set forth in subsections
(a)-(b) below:
(a) Administrative Services. The Administrator shall provide or
-----------------------
procure, on behalf of each Fund, the following administrative services with
respect to the Fund:
(i) coordinate matters relating to the operation of each Fund,
including any necessary coordination among the advisers, sub-advisers,
custodians, transfer agents, accountants, attorneys, depositories,
underwriters, broker-dealers, insurers and other third parties
performing services or operational functions for the Fund;
(ii) provide the Fund with the services of a sufficient number of
persons competent to perform such administrative functions as are
necessary to ensure compliance with federal securities laws, as well
as other applicable laws, and to provide effective administration of
the Fund;
(iii) provide the Fund with office space, communications
facilities, and other facilities necessary for the Fund's operations
as contemplated by the Agreement;
1
(iv) maintain or supervise the maintenance by third parties of
such books and records of the Fund as may be required by applicable
federal law or regulation;
(v) perform general accounting monitoring and oversight with
respect to all applicable federal or state laws, including, without
limitation, performing daily NAV trend analysis; monitoring the daily
NAV pricing process; facilitating root cause analysis of NAV errors
and monitoring effectiveness of preventative processes and controls;
reviewing cash and asset reconciliations and monitoring timeliness of
exception resolution; monitoring daily delivery of investable cash to
adviser or sub-advisers, as applicable; evaluating performance against
service level agreements; and monitoring the fund accounting internal
control environment;
(vi) perform compliance services and provide oversight of the
Trust's regulatory compliance program;
(vii) prepare or supervise the preparation by third parties of
all federal, state, local and foreign tax returns and reports of the
Fund as required by applicable law;
(viii) prepare, file and arrange for the distribution of
prospectuses, proxy materials and periodic reports to the shareholders
of the Fund as required by applicable law;
(ix) prepare and arrange for the filing of such registration
statements and other documents with the SEC and other federal and
state regulatory authorities as may be required to register the shares
of the Fund and qualify the Fund to do business or as otherwise
required by applicable law;
(x) arrange meetings of the Board of Trustees and, in connection
with these meetings, provide necessary or appropriate information or
materials; and
(xi) provide corporate secretary services to the Trust and the
Funds; and
(xii) provide statistical or research data, other than that
provided by the investment advisers or sub-advisers of the Fund, and
such other reports, evaluations and information as the Fund may
reasonably request from time to time; provided, however, that the
Administrator will not be responsible for the costs of any statistical
or research data provided by any third party.
(b) Support Services. The Administrator shall make its officers and
----------------
employees available to the Board of Trustees and officers of the Trust for
assistance, consultation and discussion regarding the administration of
each Fund and the services provided to each Fund under this Agreement. Each
Fund shall compensate the Administrator at cost in accordance with Section
6(b) of this Agreement for the time of legal personnel of the
Administrator, including individuals who may be officers or Trustees of the
Fund ("Personnel"), spent providing assistance, coordination, and
supervision in connection with the services procured for the Fund under
this Agreement, including time spent by such personnel in attendance at
meetings of the Board of Trustees (collectively, "Covered Activities").
3. Sub-Administration Agreements. The Administrator may contract with other
-----------------------------
entities to assist it in rendering the services described in this Agreement;
provided, however, that the
2
Administrator will continue to be contractually bound with respect to the
performance of its duties and obligations under this Agreement.
4. Conformity with Law. The Administrator, in the performance of its duties
-------------------
and obligations under this agreement, shall act in conformity with the
registration statement of the Trust and with the instructions and directions of
the Board of Trustees and will comply with, the requirements of the 1940 Act and
all other applicable federal and state laws and regulations.
5. Non-Exclusivity. It is understood that the services of the Administrator
---------------
hereunder are not exclusive, and the Administrator shall be free to render
similar services to other investment companies and other clients. Furthermore,
nothing in this Agreement shall be deemed to inhibit the Trust or its officers
from engaging, at the expense of the Trust, other persons to assist in providing
administrative services to a Fund, including, but not limited to, recordkeeping
agents, proxy solicitation agents, attorneys, accountants, custodians,
consultants and others.
6. Compensation. (a) As compensation for providing or procuring the
------------
administrative services as set forth in Section 2(a) of this Agreement, the
Funds shall pay to the Administrator a monthly fee of 0.008% of the average
daily net assets of the Fund during the month. If the Administrator shall serve
for less than any whole month, the foregoing compensation shall be prorated.
(b) As compensation for providing the support services as set forth in
Section 2(b) of this Agreement, the Administrator shall xxxx each Fund at
cost based on an internal billing rate determined by the Administrator and
calculated pursuant to a reasonable methodology for the time spent by
Personnel in providing the Covered Activities, including for time spent by
Personnel in providing Covered Activities in connection with the initial
organization of the Fund prior to the date of this Agreement. Each Fund
shall compensate the Administrator for the provision of such Covered
Activities by the Personnel.
7. Expenses. During the term of this Agreement, the Administrator will pay
--------
all expenses incurred by it in connection with its obligations under this
Agreement, except such expenses as are those of the Trust under this Agreement
and any expenses that are paid by the Trust under the terms of any other
agreement between the Administrator and the Trust. The Administrator shall pay
for maintaining its staff and personnel and shall, at its own expense provide
the equipment, office space, and facilities necessary to perform its obligations
under this Agreement; provided, however, that each Fund shall compensate the
Administrator for the services of Personnel, as set forth in Section 6(b) of
this Agreement.
The Trust will bear all expenses that are incurred in its operation and not
specifically assumed by the Administrator. Expenses to be borne by the Trust,
include, but are not limited to:
(i) organizational expenses and expenses of maintaining the Trust's legal
existence;
(ii) costs of services of independent accountants (including the
performance of audits and the preparation of financial statements and reports)
and outside legal and tax counsel (including such counsel's assistance with the
preparation or review of the Trust's Registration Statement
3
and each Fund's proxy materials (except to the extent the Administrator or a
third party bears a portion or all of such expenses);
(iii) federal and state tax qualification as a regulated investment company
and other reports and materials prepared by the Administrator under this
Agreement;
(iv) costs of any services contracted for by the Trust directly with
parties other than the Administrator;
(v) costs of trading operations and brokerage fees, commissions and
transfer taxes in connection with the purchase and sale of securities for each
Fund;
(vi) investment advisory fees;
(vii) taxes, insurance premiums, interest on borrowed funds, and other fees
and expenses applicable to each Fund's operation;
(viii) costs related to the custody of each Fund's assets (including
custody of assets outside of the United States);
(ix) costs incidental to any meetings of shareholders including, but not
limited to, legal and accounting fees, proxy filing fees and the costs of
preparation, printing and mailing of any proxy materials (except to the extent
it is agreed that the Administrator or a third party shall bear a portion or all
of such expenses);
(x) costs incidental to Board of Trustees meetings, including fees and
expenses of Board members;
(xi) the salary and expenses of any officer, Trustee or employee of the
Trust (except any such officer, Trustee or employee who is an officer, employee,
Trustee or director of the Administrator or an affiliate of the Administrator);
(xii) costs incidental to the preparation, printing and distribution of the
Trust's Registration Statements and any amendments thereto and shareholder
reports;
(xiii) costs that may properly be borne by the Trust of typesetting and
printing of prospectuses;
(xiv) cost of preparation and filing of the Trust's tax returns, Form N-1A
and Form N-SAR, and all filings, notices, registrations and amendments
associated with applicable federal, state and foreign tax and securities laws;
(xv) all applicable registration fees and filing fees required under
federal and state securities laws;
(xvi) fidelity bond and directors' and officers' liability insurance; and
4
(xvii) costs of independent pricing services used in computing each Fund's
net asset value.
8. Liability of the Administrator. The Administrator shall give each Fund
------------------------------
the benefit of the Administrator's reasonable best efforts and diligence in
rendering services under this Agreement. The Administrator may rely on
information reasonably believed by it to be accurate and reliable. As an
inducement for the Administrator's undertaking to render services under this
Agreement, each Fund agrees that neither the Administrator nor its stockholders,
officers, directors, or employees shall be subject to any liability for, or any
damages, expenses or losses (a "Loss") incurred in connection with, any act or
omission or mistake in judgment connected with or arising out of (i) any
services rendered by the Administrator under this Agreement, or (ii) any
services rendered by a third party whose services were procured by the
Administrator under this Agreement, except by reason of willful misfeasance, bad
faith, or negligence by the Administrator in the performance of the
Administrator's duties, or by reason of reckless disregard by the Administrator
of the Administrator's obligations and duties under this Agreement; provided,
however, that in the event any Loss occurs in connection with any act or
omission or mistake in judgment arising out of any services rendered by a third
party as described in item (ii) of this paragraph and such third party is
subject to a lesser standard of care than that set forth above, then the
Administrator shall be held to the same standard of care as such third party
with respect to any claim against the Administrator hereunder in connection with
such Loss. This provision shall govern only the liability to a Fund of the
Administrator and that of the Administrator's stockholders, officers, directors,
and employees, and shall in no way govern the liability to a Fund or the
Administrator by, or provide a defense for, any other person.
9. Continuation and Termination. This Agreement shall become effective on
-----------------------------
the date first above written, if approved by the Board of Trustees, including a
majority of those Trustees who are not interested persons (as such term is
defined in the 1940 Act). Unless terminated as provided herein, the Agreement
shall continue in full force and effect for a period of one year from the date
first above written.
This Agreement may be terminated by the Trust at any time, without the
payment of any penalty, by vote of a majority of the Board of Trustees on 60
days' written notice to the Administrator, or by the Administrator at any time,
without the payment of any penalty, on sixty (60) days' written notice to the
Trust.
10. Use of Name. It is understood that the name "Lincoln National Life
-----------
Insurance Company," "Lincoln Life," and "Lincoln National Funds" or any
derivative thereof or logo associated with those names are the valuable property
of the Administrator and its affiliates, and that each Fund shall use such names
(or derivatives or logos) only so long as this Agreement is in effect. Upon
termination of this Agreement with respect to a Fund, the Fund shall forthwith
cease to use such name (or derivative or logo) and, in case of the Fund, shall
promptly amend its Certificate of Incorporation or other equivalent corporate
document to change its name.
11. Counterparts. This Agreement may be executed in one or more
------------
counterparts, each of which shall be deemed to be an original.
5
12. Miscellaneous.
--------------
(a) This Agreement shall be governed by the laws of Indiana, provided
that nothing herein shall be construed in a manner inconsistent with the
1940 Act, the Investment Advisers Act of 1940, or any rule or order of the
SEC thereunder.
(b) If any provision of this Agreement shall be held or made invalid
by a court decision, statute, rule or otherwise, the remainder of this
Agreement shall not be affected thereby and, to this extent, the provisions
of this Agreement shall be deemed to be severable.
(c) The captions in this Agreement are included for convenience only
and in no way define any of the provisions hereof or otherwise affect their
construction or effect.
(d) This Agreement may not be assigned by the Trust or the
Administrator without the consent of the other party.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their duly authorized officers as of the day and year first above
written.
LINCOLN VARIABLE INSURANCE
PRODUCTS TRUST, ON BEHALF OF EACH OF ITS
SERIES LISTED ON EXHIBIT A
By: /s/ Xxxxxxx X. Xxxxx, Xx.
---------------------------------
Name: Xxxxxxx X. Xxxxx, Xx.
Title: Vice President and Chief Accounting Officer
THE LINCOLN NATIONAL LIFE
INSURANCE COMPANY
By: /s/ Xxxxx X. Xxxxxxx
---------------------------------
Name: Xxxxx X. Xxxxxxx
Title: Vice President
6
EXHIBIT A
---------
THIS EXHIBIT lists the Funds that are subject to this Administration Agreement:
FUND NAME EFFECTIVE DATE
---------------------------------------------------------- ---------------
LVIP Capital Growth Fund January 1, 2012
LVIP Xxxxx & Steers Global Real Estate Fund January 1, 2012
LVIP Columbia Value Opportunities Fund January 1, 2012
LVIP Delaware Bond Fund January 1, 2012
LVIP Delaware Growth and Income Fund January 1, 2012
LVIP Delaware Social Awareness Fund January 1, 2012
LVIP Delaware Special Opportunities Fund January 1, 2012
LVIP Janus Capital Appreciation Fund January 1, 2012
LVIP MFS International Growth Fund January 1, 2012
LVIP MFS Value Fund January 1, 2012
LVIP Mid-Cap Value Fund January 1, 2012
LVIP Mondrian International Value Fund January 1, 2012
LVIP Money Market Fund January 1, 2012
LVIP SSgA Bond Index Fund January 1, 2012
LVIP SSgA Developed International 150 Fund January 1, 2012
LVIP SSgA Emerging Markets 100 Fund January 1, 2012
LVIP SSgA International Index Fund January 1, 2012
LVIP SSgA Large Cap 100 Fund January 1, 2012
LVIP SSgA S&P 500 Index Fund January 1, 2012
LVIP SSgA Small-Cap Index Fund January 1, 2012
LVIP SSgA Small-Mid Cap 200 Fund January 1, 2012
LVIP X. Xxxx Price Growth Stock Fund January 1, 2012
LVIP X. Xxxx Price Structured Mid-Cap Growth Fund January 1, 2012
LVIP Xxxxxxxxx Growth Fund January 1, 2012
LVIP Xxxxxx Mid-Cap Growth Fund January 1, 2012
LVIP Xxxxx Fargo Intrinsic Value Fund January 1, 2012
LVIP Protected Profile Conservative Fund January 1, 2012
LVIP Protected Profile Moderate Fund January 1, 2012
LVIP Protected Profile Growth Fund January 1, 2012
LVIP Protected Profile 2010 Fund January 1, 2012
FUND NAME EFFECTIVE DATE
---------------------------------------------------------- ---------------
LVIP Protected Profile 2020 Fund January 1, 2012
LVIP Protected Profile 2030 Fund January 1, 2012
LVIP Protected Profile 2040 Fund January 1, 2012
LVIP Protected Profile 2050 Fund January 1, 2012
LVIP Delaware Foundation Aggressive Allocation Fund January 1, 2012
LVIP Delaware Foundation Conservative Allocation Fund January 1, 2012
LVIP Delaware Foundation Moderate Allocation Fund January 1, 2012
LVIP Global Income Fund January 1, 2012
LVIP American Global Growth Fund January 1, 2012
LVIP American Global Small Capitalization Fund January 1, 2012
LVIP American Growth Fund January 1, 2012
LVIP American Growth-Income Fund January 1, 2012
LVIP American International Fund January 1, 2012
LVIP BlackRock Inflation Protected Bond Fund January 1, 2012
LVIP Delaware Diversified Floating Rate Fund January 1, 2012
LVIP X.X. Xxxxxx High Yield Fund January 1, 2012
LVIP American Balanced Allocation Fund January 1, 2012
LVIP American Growth Allocation Fund January 1, 2012
LVIP American Income Allocation Fund January 1, 2012
LVIP SSgA Conservative Index Allocation Fund January 1, 2012
LVIP SSgA Moderate Index Allocation Fund January 1, 2012
LVIP SSgA Moderately Aggressive Index Allocation Fund January 1, 2012
LVIP SSgA Conservative Structured Allocation Fund January 1, 2012
LVIP SSgA Moderate Structured Allocation Fund January 1, 2012
LVIP SSgA Moderately Aggressive Structured Allocation Fund January 1, 2012
LVIP SSgA Global Tactical Allocation Fund January 1, 2012
LVIP Dimensional U.S. Equity Fund January 1, 2012
FUND NAME EFFECTIVE DATE
---------------------------------------------------------- ---------------
LVIP Dimensional Non-U.S. Equity Fund January 1, 2012
LVIP Vanguard Domestic Equity ETF Fund January 1, 2012
LVIP Vanguard International Equity ETF Fund January 1, 2012
LVIP Dimensional/Vanguard Total Bond Fund January 1, 2012
LVIP Protected American Balanced Allocation Fund March 1, 2012
LVIP Protected American Growth Allocation Fund March 1, 2012
The parties hereto have caused this Amendment to be signed by their duly
authorized officers as of the 1st day of March, 2012.
LINCOLN VARIABLE INSURANCE LINCOLN INVESTMENT ADVISORS
PRODUCTS TRUST, on behalf of each of its CORPORATION
series
/s/ Xxxxxxx X. Xxxxx, Xx. /s/ Xxxxx X. Xxxxxxx
---------------------------------------- -------------------------------------
Xxxxxxx X. Xxxxx, Xx. Xxxxx X. Xxxxxxx
Name: Xxxxxxx X. Xxxxx, Xx. Name: Xxxxx X. Xxxxxxx
Title: Vice President and Chief Title: Vice President
Accounting Officer
