Exhibit 28(d)(4)
FORM OF
SUB-ADVISORY AGREEMENT
This Sub-Advisory Agreement ("Agreement") executed as of __________, 2012,
is between LINCOLN INVESTMENT ADVISORS CORPORATION, a Tennessee corporation
(the "Adviser"), and BLACKROCK INVESTMENT MANAGEMENT, LLC, a Delaware
corporation (the "Sub-Adviser").
WHEREAS, Lincoln Variable Insurance Products Trust (the "Trust"), on behalf
of one or more of its series, (each, a "Fund" and collectively, the "Funds")
which are open-end management investment companies registered under the
Investment Company Act of 1940, as amended (the "1940 Act") has entered into an
Investment Management Agreement dated April 30, 2007, with the Adviser, as it
may be amended from time to time (the "Investment Management Agreement")
pursuant to which the Adviser has agreed to provide certain investment
management services to the Funds; and
WHEREAS, the Adviser desires to appoint Sub-Adviser as investment
sub-adviser to provide the investment advisory services to one or more of the
Funds as specified on Schedule A, and Sub-Adviser is willing to serve in such
capacity.
NOW, THEREFORE, in consideration of the mutual covenants herein contained,
and each of the parties hereto intending to be legally bound, it is agreed as
follows:
1. SERVICES TO BE RENDERED BY SUB-ADVISER TO THE FUND.
(a) The Adviser hereby appoints the Sub-Adviser as investment adviser, on
the terms and conditions set forth in this Agreement, for the portion of each
of the Fund's assets that the Adviser determines in its sole discretion to
assign to the Sub-Adviser from time to time (referred to in this Agreement as
the "Managed Portion"). The Adviser may, from time to time, increase or reduce
the amount of the Managed Portion. The Sub-Adviser accepts these terms and
agrees to render the services herein set forth and for the compensation
provided on Schedule A to this Agreement.
(b) Subject to the supervision and control of the Adviser and the Board of
Trustees (the "Trustees") of the Trust, during the term of this Agreement, the
Sub-Adviser, at its expense, will furnish continuously an investment program
for the Managed Portion which shall at all applicable times meet the
diversification requirements of Subchapters L and M under the Internal Revenue
Code of 1986 (the "Code"). The Sub-Adviser will make investment decisions on
behalf of the Managed Portion and place all orders for its purchase and sale of
portfolio securities. The Sub-Adviser will be an independent contractor and
will not have authority to act for or represent the Trust or Adviser in any way
or otherwise be
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deemed an agent of the Trust or Adviser, except as expressly authorized in this
Agreement or another writing signed by the Adviser.
(c) The Sub-Adviser, at its expense, will furnish (i) all necessary
investment and management facilities, including salaries of personnel, required
for it to execute its duties faithfully and (ii) administrative facilities,
including bookkeeping, clerical personnel and equipment necessary for the
efficient conduct of the investment affairs of the Managed Portion (excluding
determination of net asset value per share, portfolio accounting and
shareholder accounting services). The Sub-Adviser shall be responsible for
documented, commercially reasonable expenses relating to the printing and
mailing of required supplements to the Fund's registration statement, provided
that such supplements relate solely to a change in control of the Sub-Adviser
or any change in the portfolio manager or managers assigned by the Sub-Adviser
to manage the Managed Portion.
(d) The Sub-Adviser shall vote proxies relating to the Managed Portion's
investment securities in the manner in which the Sub-Adviser believes to be in
the best interests of the Managed Portion, and shall review its proxy voting
activities on a periodic basis with the Trustees. The Trust or Adviser may
withdraw the proxy voting authority granted to the Sub-Adviser pursuant to this
Section at any time upon written notice.
(e) The Sub-Adviser will select brokers and dealers to effect all portfolio
transactions subject to the conditions set forth herein (except to the extent
such transactions are effected in accordance with such policies or procedures
as may be established by the Trustees and provided to the Sub-Adviser.) In
selecting brokers, dealers or futures commission merchants and placing orders
for the purchase and sale of portfolio investments pursuant to services to be
provided under this Agreement, the Sub-Adviser shall use its commercially
reasonable best efforts to obtain the most favorable price and execution
available, except to the extent it may be permitted to pay higher brokerage
commissions for brokerage and research services as described below. The Adviser
reserves the right to direct the Sub-Adviser, upon written notice, not to
execute transactions through any particular broker(s) or dealer(s), and the
Sub-Adviser agrees to comply with such request within ten business days of
receiving written notice. In using its commercially reasonable best efforts to
obtain the most favorable price and execution available, the Sub-Adviser,
bearing in mind the Managed Portion's best interests at all times, shall
consider all factors it deems relevant, including by way of illustration:
price; the size of the transaction; the nature of the market for the security;
the amount of the commission; the timing of the transaction taking into account
market prices and trends; the reputation, experience and financial stability of
the broker, dealer, or futures commission merchant involved; and the quality of
service rendered by the broker, dealer or futures commission merchant in other
transactions. Subject to such policies as the Trustees may determine and
provide to the Sub-Adviser, the Sub-Adviser shall not be deemed to have acted
impermissibly or to have breached any duty created by this Agreement or
otherwise solely by reason of its having caused the Managed Portion to pay a
broker, dealer or futures commission merchant that provides brokerage and
research services to the Sub-Adviser an amount of commission for effecting a
portfolio investment transaction in excess of the amount of commission another
broker, dealer or futures commission merchant would have charged for effecting
that transaction, if the Sub-Adviser determines in good faith that such amount
of
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commission was reasonable in relation to the value of the brokerage and
research services provided by such broker, dealer or futures commission
merchant, viewed in terms of either that particular transaction or the
Sub-Adviser's over-all responsibilities with respect to the Managed Portion and
to other clients of the Sub-Adviser as to which the Sub-Adviser exercises
investment discretion. The Sub-Adviser shall maintain records adequate to
demonstrate compliance with this Section.
On occasions when the Sub-Adviser deems the purchase or sale of a security
to be in the best interest of the Managed Portion as well as other clients of
the Sub-Adviser, the Sub-Adviser, to the extent permitted by applicable laws
and regulations, may, but shall be under no obligation to, aggregate the
securities to be purchased or sold to attempt to obtain a more favorable price
or lower brokerage commissions and/or better execution. In such event,
allocation of the securities so purchased or sold, as well as the expenses
incurred in the transaction, will be made by the Sub-Adviser in compliance with
Section 17(d) of the 1940 Act, Section 206 of the Investment Advisers Act of
1940, as amended (the "Advisers Act") and the rules established thereunder, and
pursuant to policies adopted by the Sub-Adviser and approved by the Trustees.
(f) Upon reasonable request, the Sub-Adviser will provide advice and
assistance to the Adviser as to the determination of the fair value of certain
investments where market quotations are not readily available for purposes of
calculating the net asset value of the Managed Portion in accordance with
valuation procedures and methods established by the Trustees.
(g) The Sub-Adviser shall furnish the Adviser and the Trustees with such
information and reports as the Adviser reasonably deems appropriate or as the
Trustees shall reasonably request regarding the management of the Managed
Portion. The Sub-Adviser shall make its officers and employees available from
time to time, including attendance at Trustees' Meetings, at such reasonable
times as the parties may agree to review the Funds' investment policies (solely
as they relate to the Managed Portion) and to consult with the Adviser or the
Trustees regarding the investment performance of the Managed Portion.
(h) The Sub-Adviser shall not consult with any other sub-adviser to either
of the Funds or any other account managed by the Adviser concerning the assets
of the Funds, except as permitted by each Fund's policies and procedures.
Notwithstanding the foregoing, Sub-Adviser shall not be prohibited from
consulting with any of its affiliates concerning transactions in securities or
other assets generally (i.e., without reference to the Funds), and Sub-Adviser
shall not be prohibited from consulting with any of the other covered advisers
concerning compliance with paragraphs (a) and (b) of Rule 12d3-1 of the 1940
Act.
(i) In the performance of its duties, the Sub-Adviser shall be subject to,
and shall perform in accordance with, the following: (i) provisions of the
organizational documents of the Trust that apply to the Fund; (ii) the
investment objectives, policies and restrictions of the Fund as stated in the
Fund's currently effective Prospectus and Statement of Additional Information
("SAI"); (iii) the federal securities laws, including without limit the 1940
Act, the Advisers Act, and the Commodity Exchange Act; (iv) any written
instructions and directions
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of the Trustees, the Adviser, or Fund management; and (v) the Sub-Adviser's
general fiduciary responsibilities under applicable law; provided, however,
that, in the case of (i) and (ii), Sub-Adviser shall only be subject to the
extent that such documents have been actually provided to the Sub-Adviser.
(j) The Sub-Adviser shall provide reasonable assistance, but only with
respect to the services provided pursuant to this Agreement, in the preparation
of registration statements, prospectuses, shareholder reports, certain
marketing materials and other regulatory filings, or any amendment or
supplement thereto (collectively, "Regulatory Filings") and shall provide
disclosure for use in, or as may be required by, Regulatory Filings, including,
without limitation, any requested disclosure related to the Sub-Adviser's
investment management personnel, portfolio manager compensation, Codes of
Ethics, firm description, investment management strategies and techniques, and
proxy voting policies.
(k) The Sub-Adviser shall furnish the Adviser, the Board of Trustees and/or
the Chief Compliance Officer of the Trust and/or the Adviser (the "CCO") with
such information, certifications and reports as such persons may reasonably
deem appropriate or may request from the Sub-Adviser regarding the
Sub-Adviser's compliance with applicable law, including: (i) Rule 206(4)-7 of
the Advisers Act; (ii) the federal securities laws, as defined in Rule 38a-1
under the 1940 Act; (iii) the Commodity Exchange Act; and (iv) any and all
other laws, rules, and regulations, whether foreign or domestic, in each case,
applicable at any time to the operations of the Sub-Adviser with respect to the
provision of its services to the Managed Portion. The Sub-Adviser shall make
its officers and employees (including its Chief Compliance Officer) available
to the Adviser and/or the CCO from time to time to examine and review the
Sub-Adviser's compliance program and its adherence thereto.
(l) The Sub-Adviser shall have no power, authority, responsibility, or
obligation hereunder to take any action with regard to any claim or potential
claim in any bankruptcy proceedings, class action securities litigation, or
other litigation or proceeding affecting securities held at any time in the
Managed Portion, including, without limitation, to file proofs of claim or
other documents related to such proceedings (the "Litigation"), or to
investigate, initiate, supervise, or monitor the Litigation involving the
Managed Portion, and Adviser acknowledges and agrees that no such power,
authority, responsibility or obligation is delegated hereunder. Nevertheless,
the Sub-Adviser agrees that it shall provide Adviser with any and all
documentation or information relating to the Litigation as may reasonably be
requested by Adviser.
(m) The Adviser hereby authorizes the Sub-Adviser to execute such swap
agreements with counterparties on the Adviser's behalf, subject to prior review
and to prior written approval of the Adviser, as the Sub-Adviser deems
appropriate from time to time in order to carry out the Sub-Adviser's
responsibilities under this Agreement.
2. REPRESENTATIONS.
(a) Representations of the Adviser. The Adviser represents, warrants and
agrees as follows: (1) The Adviser has been duly authorized by the Trustees to
delegate to the Sub-
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Adviser the provision of investment services to the Funds as contemplated in
this Agreement; and (2) The Adviser (i) is registered as an investment adviser
under the Advisers Act and will continue to be so registered for so long as
this Agreement remains in effect; (ii) is not prohibited by the 1940 Act, the
Advisers Act or other law, regulation or order from performing the services
contemplated by this Agreement; (iii) has met, and will continue to meet for so
long as this Agreement remains in effect, all applicable federal or state
requirements, or the applicable requirements of any regulatory or industry
self-regulatory agency, necessary to be met in order to perform the services
contemplated by this Agreement; (iv) has the authority to enter into and
perform the services contemplated by this Agreement; and (v) will promptly
notify the Sub-Adviser of the occurrence of any event that would disqualify the
Adviser from serving as an investment adviser of any investment company
pursuant to Section 9(a) of the 1940 Act or otherwise.
(b) Representations of the Sub-Adviser. The Sub-Adviser represents, warrants
and agrees as follows: The Sub-Adviser (i) is registered as an investment
adviser under the Advisers Act and will continue to be so registered for so
long as this Agreement remains in effect; (ii) is not prohibited by the 1940
Act, the Advisers Act or other law, regulation or order from performing the
services contemplated by this Agreement; (iii) has met, and will continue to
meet for so long as this Agreement remains in effect, all applicable federal or
state requirements, or the applicable requirements of any regulatory or
industry self-regulatory agency, necessary to be met in order to perform the
services contemplated by this Agreement; (iv) has the authority to enter into
and perform the services contemplated by this Agreement; and (v) will promptly
notify the Adviser of the occurrence of any event that would disqualify the
Sub-Adviser from serving as an investment adviser of any investment company
pursuant to Section 9(a) of the 1940 Act or otherwise.
(c) The Trust acknowledges that it has received a copy of the Sub-Adviser's
current Form ADV at least 48 hours prior to the execution of this Agreement.
3. OTHER AGREEMENTS.
The investment management services provided by the Sub-Adviser under this
Agreement are not to be deemed exclusive, and the Sub-Adviser shall be free to
render similar or different services to others so long as its ability to render
the services provided for in this Agreement shall not be impaired thereby.
The Adviser agrees that Sub-Adviser and its affiliates may give advice and
take action in the performance of their duties with respect to any of their
other clients that may differ from advice given, or the timing or nature of
actions taken, with respect to the Funds. The Adviser also acknowledges that
Sub-Adviser and its affiliates are fiduciaries to other entities, some of which
have the same or similar investment objectives (and will hold the same or
similar investments) as the Funds, and that Sub-Adviser will perform the
services contemplated by this Agreement together with its duties under such
other relationships.
4. COMPENSATION TO BE PAID BY THE ADVISER TO THE SUB-ADVISER.
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(a) As compensation for the services to be rendered by the Sub-Adviser under
the provisions of this Agreement, the Adviser will pay to the Sub-Adviser a fee
each month based on the Managed Portion's average daily net assets during the
month. Solely for the purpose of determining the promptness of payments,
payments shall be considered made upon mailing or wiring pursuant to wiring
instructions provided by the Sub-Adviser. Such fee shall be calculated in
accordance with the fee schedule as set forth in Schedule A attached hereto.
(b) The fee shall be paid by the Adviser, and not by the Fund, and without
regard to any reduction in the fees paid by the Fund to the Adviser under its
management contract as a result of any statutory or regulatory limitation on
investment company expenses or voluntary fee reduction assumed by the Adviser.
Such fee to the Sub-Adviser shall be payable for each month within 10 business
days after the end of such month. If the Sub-Adviser shall serve for less than
the whole of a month, the foregoing compensation shall be prorated.
5. EFFECTIVE PERIOD; TERMINATION AND AMENDMENT OF THIS AGREEMENT.
(a) This Agreement shall become effective as of the date first written above
and shall remain in full force and effect continuously thereafter until
terminated.
(b) This Agreement shall continue in effect for a period of more than two
years from the date hereof only so long as continuance is specifically
approved: (i) at least annually by the Trustees, including a majority of the
Trustees who are not interested persons, cast in person at a meeting called for
the purpose of voting on such approval; or (ii) if presented to the Fund's
shareholders, by the affirmative vote of a majority of the Fund's outstanding
voting securities.
(c) This Agreement shall automatically terminate without the payment of any
penalty in the event of: (i) its assignment; (ii) its delegation, unless the
Adviser has by prior written consent agreed to the delegation; or
(iii) termination of the Investment Management Agreement.
(d) This Agreement also may be terminated without the payment of any
penalty: (i) by the vote of a majority of the Fund's outstanding voting
securities, as permitted by the 1940 Act; (ii) by the Adviser on 60 days'
written notice to the Sub-Adviser; (iii) by the Sub-Adviser on 90 days' written
notice to the Adviser; or (iv) by mutual consent of the Adviser and
Sub-Adviser, in writing.
(e) This Agreement may be amended by the mutual consent of the parties only
if such amendment, if material, is specifically approved by the vote of: (i) a
majority of the Trustees who are not interested persons; and (ii) a majority of
the Fund's outstanding voting securities (unless such approval is not required
by Section 15 of the 1940 Act).
6. CERTAIN INFORMATION.
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The Sub-Adviser shall promptly notify the Adviser in writing of the
occurrence of any of the following events: (a) the Sub-Adviser shall fail to be
registered as an investment adviser under the Advisers Act and under the laws
of any jurisdiction in which the Sub-Adviser is required to be registered as an
investment adviser in order to perform its obligations under this Agreement;
(b) the Sub-Adviser has a reasonable basis for believing that the Fund has
failed to satisfy the diversification requirements under Subchapter L or M
under the Code; (c) the Sub-Adviser shall have been served or otherwise have
notice of any action, suit, proceeding, inquiry or investigation, at law or in
equity, before or by any court, public board or body, involving the Funds or
any services the Sub-Adviser provides for the Managed Portion; and (d) any
change in the portfolio managers for the Managed Portion.
7. LIABILITY AND INDEMNIFICATION.
(a) Except as may otherwise be provided by the 1940 Act or the Advisers Act,
in the absence of willful misfeasance, bad faith or gross negligence on the
part of the Sub-Adviser, or reckless disregard of its obligations and duties
hereunder, neither the Sub-Adviser nor its officers, directors, employees,
agents or affiliates shall be subject to any liability to the Adviser, the
Funds or to any shareholder of the Funds, for any act or omission in the course
of, or connected with, rendering services hereunder.
(b) Notwithstanding Section 7(a), the Adviser and the Sub-Adviser each agree
to indemnify the other party (and each party's affiliates, employees, directors
and officers) against any claim, damages, loss or liability (including
reasonable attorney's fees) arising out of any third party claims brought
against an indemnified party that are found to constitute willful misfeasance,
bad faith or gross negligence on the part of the indemnifying party, provided
that the party seeking indemnification has not also engaged in willful
misfeasance, bad faith or gross negligence relating to such claim.
8. RECORDS; RIGHT TO AUDIT.
(a) The Sub-Adviser agrees to maintain in the form and for the period
required by Rule 31a-2 under the 1940 Act, all records relating to investments
made by the Sub-Adviser for the Managed Portion that are required to be
maintained by the Fund pursuant to the requirements of Rule 31a-1 under the
1940 Act. The Sub-Adviser agrees that all records maintained on the Funds'
behalf are the property of the respective Fund, and the Sub-Adviser will
surrender promptly to such Fund any such records upon the Fund's request;
provided, however, that the Sub-Adviser may retain a copy of such records. The
Sub-Adviser will use records or information obtained under this Agreement only
for the purposes contemplated hereby, and will not disclose such records or
information in any manner other than expressly authorized by the Fund to which
such records or information pertain, or if disclosure is expressly required by
applicable federal or state regulatory authorities, or by this Agreement. In
addition, for the duration of this Agreement, the Sub-Adviser shall preserve
for the periods prescribed by Rule 31a-2 under the 1940 Act any such records as
are required to be maintained by it pursuant to this Agreement, and shall
transfer all such records to any entity designated by the Adviser upon the
termination of this Agreement.
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(b) The Sub-Adviser agrees that all accounts, books and other records
maintained and preserved by it as required hereby will be subject at any time,
and from time to time, to such reasonable periodic, special and other
examinations by the Securities and Exchange Commission ("SEC"), the Fund's
auditors, any Fund representative, the Adviser, or any governmental agency or
other instrumentality having regulatory authority over the Fund.
9. CONFIDENTIAL INFORMATION.
The Sub-Adviser shall not disclose to any third party material non-public
information obtained under this Agreement with respect to the Fund, the Trust
or the Adviser, including, without limitation, the "non-public portfolio
holdings," except: (a) with the prior written consent of the Adviser; (b) as
required by applicable federal or state law, regulation, court order, or the
rules and regulations of any governmental body or official having jurisdiction
over the Sub-Adviser; or (c) if such third party agrees in writing with the
Sub-Adviser to keep such information confidential and to not trade based upon
such information. "Non-public portfolio holdings" means portfolio holdings
information that has not been made public by having been previously filed with
the SEC.
10. MARKETING MATERIALS.
(a) The Fund shall furnish to the Sub-Adviser, prior to use, each piece of
advertising, supplemental sales literature or other promotional material in
which the Sub-Adviser or any of its affiliates is named. No such material shall
be used except with prior written permission of the Sub-Adviser or its
delegate. The Sub-Adviser agrees to respond to any request for approval on a
prompt and timely basis. Failure by the Sub-Adviser to respond within ten
(10) business days to the Fund shall relieve the Fund of the obligation to
obtain the Sub-Adviser's prior written permission.
(b) The Sub-Adviser shall furnish to the Fund, prior to use, each piece of
the Sub-Adviser's advertising, supplemental sales literature or other
promotional material in which the Fund, the Adviser or any of the Adviser's
affiliates is named. No such material shall be used except with prior written
permission of the Fund or its delegate. The Fund agrees to respond to any
request for approval on a prompt and timely basis. Failure by the Fund to
respond within ten (10) business days to the Sub-Adviser shall relieve the
Sub-Adviser of the obligation to obtain the Fund's prior written permission.
11. USE OF THE NAME BLACKROCK.
It is understood and hereby agreed that "BlackRock" and any derivative or logo
or trademark or service xxxx or trade name, are the valuable property of the
Sub-Adviser and its affiliates for copyright and other purposes and may not be
used by the Adviser or its affiliates without Sub-Adviser's prior written
approval. The Adviser further agrees that, in the event that the Sub-Adviser
shall cease to act as an investment adviser with respect to the Managed
Portion, both the Adviser and the Fund shall promptly take all necessary and
appropriate action to change their product names to names which do not include
"BlackRock" or any derivative or logo or trademark or service xxxx or trade
name, provided, however, that the Adviser and the
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Fund may continue to use the word "BlackRock" or any derivative or logo or
trademark or service xxxx or trade name if the Sub-Adviser consents
specifically in writing to such use. Notwithstanding the foregoing, either
while the Sub-Adviser acts as an investment adviser or after the Sub-Adviser
ceases to act as an investment adviser, the Adviser, the Funds, or the Trust
may use the "BlackRock" name without written approval of the Sub-Adviser if
such usage is for the purpose of meeting a disclosure obligation under laws,
rules, regulations, statutes and codes, whether state or federal.
12. GOVERNING LAW.
This Agreement shall be construed and interpreted in accordance with the
laws of the State of Delaware without regard to conflict of law principles, and
the applicable provisions of the 1940 Act or other federal laws and regulations
which may be applicable. To the extent that the applicable law of the State of
Delaware, or any of the provisions herein, conflict with the applicable
provisions of the 1940 Act or other federal laws and regulations which may be
applicable, the latter shall control.
13. SEVERABILITY/INTERPRETATION.
If any provision of this Agreement is held invalid by a court decision,
statute, rule or otherwise, the remainder of this Agreement shall not be
affected thereby. This Agreement shall be binding upon and shall inure to the
benefit of the parties hereto and their respective successors. Where the effect
of a requirement of the 1940 Act reflected in any provision of this Agreement
is altered by an SEC rule, regulation or order, whether of special or general
application, such provision shall be deemed to incorporate the effect of such
rule, regulation or order.
14. NOTICES.
Any notice that is required to be given by the parties to each other under
the terms of this Agreement shall be given in writing, delivered, or mailed to
the other party, or transmitted by facsimile to the parties at the following
addresses or facsimile numbers, which may from time to time be changed by the
parties by notice to the other party:
If to the Sub-Adviser:
BlackRock Financial Management, Inc.
00 Xxxx 00xx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Office of the General Counsel.
If to the Adviser:
Lincoln Investment Advisors Corporation
Xxxx Xxxxxx
000 X. Xxxxxx Xxxxxxx Xxxx
0000000-0
Xxxxxx, XX 00000
000-000-0000
15. COUNTERPARTS.
This Agreement may be executed in counterparts and each counterpart shall be
deemed to be an original, but all of which together shall constitute one and
the same instrument.
16. ENTIRE AGREEMENT.
This Agreement, together with any Schedules or Exhibits hereto, represents
the entire Agreement between the parties, and supersedes any other written or
oral communications between the parties with respect to the subject matter
contained herein.
17. CERTAIN DEFINITIONS.
For the purposes of this Agreement, the terms "vote of a majority of the
outstanding voting securities," "interested persons" and "assignment" shall
have the meaning defined in the 1940 Act, and subject to such orders or
no-action letters as may be granted by the SEC and/or its staff.
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IN WITNESS WHEREOF, the parties have caused this instrument to be signed by
their duly authorized representatives, all as of the day and year first above
written.
LINCOLN INVESTMENT ADVISORS
CORPORATION
-----------------------------
Name:
Title:
BLACKROCK INVESTMENT
MANAGEMENT, LLC.
-----------------------------
Name:
Title:
Accepted and agreed to
as of the day and year
first above written:
LINCOLN VARIABLE INSURANCE PRODUCTS TRUST,
on behalf of the Fund(s) on Schedule A
------------------------------------------
Name:
Title:
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