EXHIBIT 28(H)(8)(B)
February 3, 2012
VIA ELECTRONIC MAIL
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Xxxxxx X. Xxxxx
President
Lincoln Investment Advisors Corporation
Xxx Xxxxxxx Xxxxx
Xxxxxxx, XX 00000
Re: Trading Services Agreement dated May 27, 2011 by and between Lincoln
Investment Advisors Corporation and Xxxxxxxx, Inc.
Amended and Restated Consulting Agreement dated as of December 21, 2011, by
and between Lincoln Investment Advisors Corporation and Xxxxxxxx, Inc.
Operating Procedures and Fee Agreement Pursuant to the Amended and Restated
Consulting Agreement between Lincoln Investment Advisors Corporation and
Xxxxxxxx, Inc. dated December 21, 2011
Side Letter to Consulting Agreement dated as of May 27, 2011 by and between
Lincoln Investment Advisors Corporation and Xxxxxxxx, Inc. (together, the
"Agreements")
Dear Xxxxxx:
We are writing to inform you that Xxxxxxxx, Inc. ("Milliman") has contributed
certain assets relating to its financial risk management division, including its
rights and obligations under the Agreements, to Milliman Financial Risk
Management LLC, a Delaware limited liability company and wholly owned subsidiary
of Milliman ("Milliman FRM"). In connection with the contribution, Milliman FRM
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will assume, perform and discharge all obligations of Milliman under the
Agreements.
To the extent that the contribution of assets to Milliman FRM described above
constitutes an event requiring your consent and/or waiver under the Agreements
or allows you to terminate the Agreements, we are requesting that you provide
such consent, waiver, and/or agreement not to terminate upon such contribution
so that it is clear that the Agreements will not be affected by the
contribution.
We respectfully request that you acknowledge receipt of this notice and consent
to the contribution and assumption of all rights and obligations of Milliman
under the Agreements effective as of the date of this letter. Please indicate
such acknowledgment and consent by
Xxxxxx X. Xxxxx
February 3, 2012
Page 2
signing a copy of this letter in the space indicated below and returning it to
me via electronic mail no later than February 6, 2012.
Your assistance is greatly appreciated. If you have any questions regarding this
matter, please feel free to contact me at (000) 000-0000.
Sincerely,
/s/ Xxxxxxxxx Xxxxxx
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Xxxxxxxxx Xxxxxx
Xxxxxxxx Financial Risk Management LLC
00 X. Xxxxxx Xxxxx, 00xx Xxxxx
Xxxxxxxxx.xxxxxx@xxxxxxxx.xxx
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ACKNOWLEDGED AND AGREED:
By: /s/ Xxxxxx X. Xxxxx
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Name: Xxxxxx X. Xxxxx
Title: President
Date: February 16, 2012
