Exhibit 23H8
AMENDED AND RESTATED
EXPENSE LIMITATION AGREEMENT
This Amended and Restated Expense Limitation Agreement, effective as of
May 1, 2006, by and between The Lincoln National Life Insurance Company
("Lincoln Life") and Lincoln Variable Insurance Products Trust (the "Trust"),
on behalf of its series set forth in Schedule A to this Agreement (the "Funds").
WHEREAS, the Trust and Lincoln Life, the sponsor of the Funds, have
determined that it is appropriate and in the best interests of each Fund and
its shareholders to maintain the expenses of each Fund at a level below the
level to which each such Fund may normally be subject; and
WHEREAS, the Trust and Lincoln Life have previously entered into an Expense
Limitation Agreement, effective as of May 1, 2005, and now desire to amend the
term of the Agreement to conform to the post-effective amendment update
schedule of the Trust.
NOW THEREFORE, the parties hereto agree as follows:
1. Expense Limitation.
(a) Applicable Expense Limit. To the extent that the ordinary operating
expenses ("Fund Operating Expenses") incurred by a Fund in any fiscal year,
including, but not limited to, investment management fees of Delaware
Management Company and amounts payable pursuant to a plan adopted in accordance
with Rule 12b-1 under the Investment Company Act of 1940 Act (the "1940 Act"),
but excluding interest, taxes, brokerage commissions, extraordinary expenses
such as litigation, and other expenses not incurred in the ordinary course of
such Fund's business, exceed the Operating Expense Limit, as defined below,
such excess amount (the "Excess Amount") shall be the liability of Lincoln Life.
(b) Operating Expense Limit. The Operating Expense Limit in any year with
respect to each Fund shall be the amount specified in Schedule A based on a
percentage of the average daily net assets of each Fund.
(c) Method of Computation. To determine Lincoln Life's obligation with
respect to the Excess Amount, each day the Fund Operating Expenses for each
Fund shall be estimated and accrued. Each day, the Fund shall also calculate an
Operating Expense Limit Amount, based on each Fund's average net assets and its
Annual Expense Limit. If the total expenses exceed the Operating Expense Limit
Amount, the Fund shall record a receivable from Lincoln Life in an amount equal
to the Excess Amount less any such receivables previously recorded for the
fiscal period. Shortly after the end of each month, the Fund shall deliver to
Lincoln Life a statement indicating the Excess Amount owed to the Fund for the
month and Lincoln Life will remit to the Fund an amount that is sufficient to
pay that monthly Excess Amount.
(d) Year-End Adjustment. If necessary, on or before the last day of the
first month of each fiscal year, an adjustment payment shall be made by the
appropriate party in order that the
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payments remitted by Lincoln Life to each Fund with respect to the previous
fiscal year shall equal the Excess Amount for that Fund.
2. Term and Termination of Agreement.
(a) This Agreement will continue with respect to each Fund at least through
April 30, 2007, and renew automatically for one year terms unless Lincoln Life
provides written notice of termination to a Fund.
(b) This Agreement shall terminate with respect to any Fund upon termination
of the Investment Management Agreement, dated May 1, 2005, between the Trust,
on behalf of each Fund, and Delaware Management Company ("Investment Management
Agreement"), or it may be terminated by either party hereto, without payment of
any penalty, upon ten (10) days' prior written notice to the other party at its
principal place of business.
3. Miscellaneous.
(a) Nothing herein contained shall be deemed to require the Trust or the
Funds to take any action contrary to the Trust's Declaration of Trust or
By-Laws, or any applicable statutory or regulatory requirement to which it is
subject or by which it is bound, or to relieve or deprive the Board of Trustees
of the Trust of its responsibility regarding the affairs of the Trust or the
Funds.
(b) Any question of interpretation of any term or provision of this
Agreement, including but not limited to the investment management fee, the
computations of net asset values, and the allocation of expenses, having a
counterpart in or otherwise derived from the terms and provisions of the
Investment Management Agreement or the 1940 Act, shall have the same meaning as
and be resolved by reference to such Investment Management Agreement or the
1940 Act.
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed on
their behalf by their duly authorized representatives, all as of the day and
year first above written.
THE LINCOLN NATIONAL LIFE LINCOLN VARIABLE INSURANCE PRODUCTS
TRUST
INSURANCE COMPANY
By: /s/ Xxxxxxx Xxxxxxxx By: /s/ Rise X.X. Xxxxxx
------------------------------ ---------------------------------
Name: Xxxxxxx Xxxxxxxx Name: Rise X.X. Xxxxxx
Title: Second Vice President Title: Vice President
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SCHEDULE A
OPERATING EXPENSE LIMITS
This Agreement relates to the following Funds of the Trust:
Maximum Operating Expense Limit (as a
Name of Fund percentage of average net assets)
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Core Fund Standard Class: .84
Service Class: 1.09
Growth Fund Standard Class: .86
Service Class: 1.11
Growth Opportunities Fund Standard Class: 1.18
Service Class: 1.43
Conservative Profile Fund Standard Class: .30
Service Class: .55
Moderate Profile Fund Standard Class: .30
Service Class: .55
Moderately Aggressive Profile Fund Standard Class: .30
Service Class: .55
Aggressive Profile Fund Standard Class: .30
Service Class: .55
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