EXHIBIT 28(H)(3)
ADMINISTRATION AGREEMENT
THIS ADMINISTRATION AGREEMENT, made as of November 1, 2011, is by and
between the LINCOLN ADVISORS TRUST (the "Trust"), a Delaware statutory trust, on
behalf of each of its series (each a "Fund" and collectively, 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;
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(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, including, without limitation,
performing daily NAV trend analysis; monitoring the daily NAV pricing process;
facilitating root cause analysis of NAV errors and monitoring effectiveness of
preventative processes and controls; reviewing cash and asset reconciliations
and monitoring timeliness of exception resolution; monitoring daily delivery of
investable cash to adviser or sub-advisers, as applicable; evaluating
performance against service level agreements; and monitoring the fund accounting
internal control environment;
(vi) expenses associated with the use of a post-trade compliance
system;
(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 corporate secretary services to the Trust and the
Funds; and
(xii) 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 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
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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.
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 fee as shown in Exhibit B.
(b) As compensation for providing the support services as set forth in
Section 2(b) of this Agreement, the Administrator shall ▇▇▇▇ 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. 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) 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, filings
with the Securities and Exchange Commission, 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.
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
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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 through December 31, 2012.
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.
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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.
(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 ADVISORS TRUST, ON BEHALF OF THE LINCOLN NATIONAL LIFE
EACH OF ITS SERIES LISTED ON EXHIBIT A INSURANCE COMPANY
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇. By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇. Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Vice President and Title: Vice President
Chief Accounting Officer
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EXHIBIT A
THIS EXHIBIT lists the Funds subject to this Administration Agreement and
their respective effective dates:
FUND NAME EFFECTIVE DATE
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Presidential Protected Profile 2010 Fund November 1, 2011
Presidential Protected Profile 2020 Fund November 1, 2011
Presidential Protected Profile 2030 Fund November 1, 2011
Presidential Protected Profile 2040 Fund November 1, 2011
Presidential Protected Profile 2050 Fund November 1, 2011
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EXHIBIT B
ADMINISTRATOR'S COMPENSATION
The Funds shall pay the Administrator a monthly fee of 0.01% of the average
daily net assets of the Funds, with a minimum fee (at the Trust level) of
$150,000 per year. If the Administrator shall serve for less than any whole
month, the foregoing compensation shall be pro-rated. If this Agreement is not
in effect for a full calendar year, then the minimum fee will be pro-rated based
upon the number of days in the calendar year that the Agreement was in effect.
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