EXHIBIT 28(H)(6)
FORM OF
CONSULTING AGREEMENT
This Consulting Agreement ("Agreement") executed as of April , 2011,
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is between LINCOLN INVESTMENT ADVISORS CORPORATION, a Tennessee corporation
(the "Adviser"), and DIMENSIONAL FUND ADVISORS LP, a Delaware limited
partnership ("DFA"). As a matter of administrative convenience, this Agreement
is entered into by and between DFA and the Adviser with respect to multiple
Funds of the Lincoln Variable Insurance Products Trust (the "Trust"), which is
a registered investment company registered under the Investment Company Act of
1940, as amended and is listed in Schedule A hereto (each referred to herein as
the "Fund" or collectively as the "Funds"). Nevertheless, this Agreement shall
be construed to constitute a separate Agreement on behalf of each such Fund.
WHEREAS, the Adviser desires to appoint DFA to provide the services
described herein to the Adviser in respect of the Funds; and
WHEREAS, DFA is willing to serve the Adviser in such capacity;
NOW THEREFORE, in consideration of the mutual covenants and for the mutual
consideration contained herein, the parties agree as follows:
1. APPOINTMENT OF DFA.
DFA agrees to provide the services described in Section 2 below in
connection with the Adviser's management of the Funds, subject to the
supervision of the Board of Trustees of the Trust and the direction and control
of the Adviser. DFA will be an independent contractor and will have no
authority to act for or represent the Trust or Advisor in any way except as
expressly authorized in this Agreement or another writing by the Trust and
Adviser.
2. SERVICES TO BE RENDERED BY DFA TO THE ADVISER.
DFA, at its expense, will provide the Adviser the following information and
services as may be requested by the Adviser from time to time: (i) an analysis
of each underlying fund available for investment by each Fund in order to
evaluate its merits and understand its risk and return profile, (ii) background
on construction methodology for the underlying funds, (iii) performance charts
and graphs, research publications and text relating to each underlying fund for
Adviser's use with sales representatives and financial advisers, (iv) upon
reasonable request of the Adviser, attend internal and external sales meetings
to provide information about DFA and its investment process, (v) performance
attribution and contribution reports relating to the underlying funds detailing
performance relative to a benchmark and written performance commentary
discussing underlying fund performance and a summary of broader capital market
events, and (vi) upon reasonable request of the Adviser, attend Board of
Trustee meetings of the Trust to provide information related to DFA's services
to the Adviser.
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3. NO DISCRETION
DFA and the Adviser acknowledge and agree that DFA is not providing
discretionary investment advise to the Adviser or the Funds, has no authority
with respect to the Funds, and the Adviser is solely responsible for the
implementation of the Funds' investment program.
4. NON-EXCLUSIVE RELATIONSHIP.
The services provided by DFA under this Agreement are not to be deemed
exclusive, and DFA shall be free to render similar or different services to
others. The advice given and actions taken with respect to other clients, and
DFA's own investment decisions, may be similar to or different from advice
given with respect to the Adviser.
5. COMPENSATION.
No compensation shall be paid under this Agreement.
6. REPRESENTATIONS.
(a) Representations of the Adviser. The Adviser represents, warrants and
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agrees that 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 seek to continue to
meet, in all material respects, for so long as this Agreement remains in
effect, any other applicable federal or state requirements, or other 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 DFA of the occurrence of any
event that would disqualify the Adviser from serving as an investment adviser
of an investment company pursuant to Section 9(a) of the 1940 Act or otherwise.
(b) Representations of DFA. DFA represents, warrants and agrees as follows:
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DFA (i) is not prohibited by law, regulation or order from performing the
services contemplated by this Agreement; (ii) has met and will seek to continue
to meet in all material respects, for so long as this Agreement remains in
effect, any other applicable federal or state requirements, or other applicable
requirements of any regulatory or industry self-regulatory agency necessary to
be met in order to perform the services contemplated by this Agreement; and
(iii) has the authority to enter into and perform the services contemplated by
this Agreement.
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7. TERM, TERMINATION AND ASSIGNMENT.
This Agreement will operate on a continuous basis until terminated by either
party with sixty (60) days' prior written notice to the other party. This
Agreement shall automatically terminate in the event that the investment
advisory contract between the Adviser and the Fund shall have terminated for
any reason. Neither party shall assign this agreement without the prior written
consent of the other party.
8. CONFIDENTIAL INFORMATION
(a) DFA 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 Adviser, or if
disclosure is expressly required or requested by applicable federal or state
regulatory authorities or by this Agreement.
(b) Notwithstanding the foregoing, DFA shall not disclose to any third party
the "non-public portfolio holdings" of the Funds, unless (1) there is a
legitimate business purpose for such disclosure, and (2) such third party
agrees in writing with DFA to keep such information confidential and to not
engage in trading based upon such information. "Non-public portfolio holdings"
means holdings which have not first been made public by making a filing with
the Securities and Exchange Commission which is required to include such
portfolio holdings information.
9. USE OF DFA NAME
(a) It is understood that the name "Dimensional Fund Advisors,"
"Dimensional," "DFA" or any derivative thereof or logos associated with those
names are the valuable property of DFA and its affiliates. The Adviser may use
DFA's name in reference to the services provided by DFA to the Adviser only
with the prior written consent of DFA or its delegate. The Adviser shall
furnish to DFA, prior to its use, each piece of advertising, supplemental sales
literature or other promotional materials in which DFA or any of its affiliates
is named. DFA agrees to respond to any request for approval on a prompt and
timely basis. Failure by DFA to respond within ten (10) calendar days to the
Adviser shall relieve the Adviser of the obligation to obtain the prior written
permission of DFA.
(b) DFA may withdraw authorization for the use of its name in relation to
the Funds as provided in this section upon 60 days' written notice to the
Adviser, and the Adviser shall take reasonable steps to thereafter cease use of
the name except for the purpose of satisfying disclosure requirements or
otherwise as required by law.
(c) DFA may identify the Adviser as a DFA client in response to relevant
inquiries relating to potential conflicts of interest from clients of other DFA
services.
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10.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 Investment Company Act of 1940 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 Investment Company Act of 1940
or other federal laws and regulations which may be applicable, the latter shall
control.
11.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 a rule, regulation or order of the SEC, whether of special or
general application, such provision shall be deemed to incorporate the effect
of such rule, regulation or order.
12.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:
(a)If to DFA:
Xxxxxxxxx X. Xxxxxx, Esq.
Vice President and Secretary
DFA Investment Dimensions Group Inc.
Dimensional Investment Group Inc.
0000 Xxx Xxxx Xxxx, Xxxxxxxx Xxx
Xxxxxx, XX 00000
(b)If to the Adviser:
Lincoln Investment Advisors Corporation
Xxx Xxxxxxx Xxxxx
Xxxxxxx, XX 00000
Attn: Xxxxx Xxxxxxxxx
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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
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Name: Xxxxxx X. Xxxxx
Title: President
DIMENSIONAL FUND ADVISORS LP
By: Dimensional Holdings Inc., general partner
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Name:
Title:
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SCHEDULE A
FUNDS SUBJECT TO CONSULTING AGREEMENT
LVIP DIMENSIONAL U.S. EQUITY FUND
LVIP DIMENSIONAL NON-U.S. EQUITY FUND
LVIP TOTAL BOND FUND
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