Exhibit 23(h)(11)
ADMINISTRATION AGREEMENT
THIS ADMINISTRATION AGREEMENT, made as of January 1, 2009, 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;
(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;
(vi) perform general compliance monitoring and oversight with respect
to all applicable federal or state laws;
(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 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 and corporate secretary 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 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.
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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 as follows:
$71,894 per 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 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;
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(iv) expenses of overseeing the Trust's regulatory compliance program;
(v) costs of any services contracted for by the Trust directly with parties
other than the Administrator;
(vi) costs of trading operations and brokerage fees, commissions and
transfer taxes in connection with the purchase and sale of securities for each
Fund;
(vii) investment advisory fees;
(viii) taxes, insurance premiums, interest on borrowed funds, and other fees
and expenses applicable to each Fund's operation;
(ix) costs related to the custody of each Fund's assets (including custody
of assets outside of the United States);
(x) 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);
(xi) costs incidental to Board of Trustees meetings, including fees and
expenses of Board members;
(xii) 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);
(xiii) costs incidental to the preparation, printing and distribution of the
Trust's Registration Statements and any amendments thereto and shareholder
reports;
(xiv) costs that may properly be borne by the Trust of typesetting and
printing of prospectuses;
(xv) 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;
(xvi) all applicable registration fees and filing fees required under
federal and state securities laws;
(xvii) fidelity bond and directors' and officers' liability insurance; and
(xviii) costs of independent pricing services used in computing each Fund's
net asset value.
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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.
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.
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(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: Second Vice President and
Chief Accounting Officer
THE LINCOLN NATIONAL LIFE
INSURANCE COMPANY
By: /s/ Xxxxx X. Xxxxxxx
------------------------------
Name: Xxxxx X. Xxxxxxx
Title: Second Vice President
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EXHIBIT A
(Schedule effective as of May 1, 2009)
THIS EXHIBIT lists the Funds that are subject to this Administration
Agreement:
LVIP Baron Growth Opportunities Fund
LVIP Capital Growth Fund
LVIP Xxxxx & Steers Global Real Estate Fund
LVIP Delaware Bond Fund
LVIP Delaware Foundation Aggressive Allocation Fund
LVIP Delaware Foundation Conservative Allocation Fund
LVIP Delaware Foundation Moderate Allocation Fund
LVIP Delaware Growth and Income Fund
LVIP Delaware Managed Fund
LVIP Delaware Social Awareness Fund
LVIP Delaware Special Opportunities Fund
LVIP FI Equity-Income Fund
LVIP Global Income Fund
LVIP Janus Capital Appreciation Fund
LVIP Xxxxxxx International Growth Fund
LVIP MFS Value Fund
LVIP Mid-Cap Growth Fund
LVIP Mid-Cap Value Fund
LVIP Mondrian International Fund
LVIP Money Market Fund
LVIP SSgA S&P 500 Index Fund
LVIP SSgA Bond Index Fund
LVIP SSgA Developed International 150 Fund
LVIP SSgA Emerging Markets 100 Fund
LVIP SSgA International Index Fund
LVIP SSgA Large Cap 100 Fund
LVIP SSgA Small-Mid Cap 200 Fund
LVIP SSgA Small-Cap Index Fund
LVIP X. Xxxx Price Growth Stock Fund
LVIP X. Xxxx Price Structured Mid-Cap Growth Fund
LVIP Xxxxxxxxx Growth Fund
LVIP UBS Global Asset Allocation Fund
LVIP Value Opportunities Fund
Lincoln Profile Funds:
LVIP Wilshire Aggressive Profile Fund
LVIP Wilshire Conservative Profile Fund
LVIP Wilshire Moderate Profile Fund
LVIP Wilshire Moderately Aggressive Profile Fund
LVIP Wilshire 2010 Profile Fund
LVIP Wilshire 2020 Profile Fund
LVIP Wilshire 2030 Profile Fund
LVIP Wilshire 2040 Profile Fund
