SCHEDULE: Lincoln National Discloses Significant Stake in Bain Capital Fund
Schedule 13D Filing
Lincoln National Corporation and its subsidiaries report beneficial ownership of over 18.7% of Lincoln Bain Capital Total Credit Fund shares, detailing investment activities and management agreements.
Summary
- Lincoln National Corporation (LNC), through its subsidiaries The Lincoln National Life Insurance Company (LNL) and Lincoln Financial Investments Corporation (LFI), has filed a Schedule 13D indicating beneficial ownership of a significant stake in Lincoln Bain Capital Total Credit Fund.
- The total beneficial ownership reported is 17,390,174.33 shares, representing 62.57% of Class I shares, and additional shares in Class A, Class D, and Class IS classes.
- The filing details various investment transactions made by LNL and LFI on behalf of different series of the Lincoln Variable Insurance Products Trust between March 2025 and April 2026.
- Key agreements governing the relationship include an Investment Management Agreement, a Sub-Advisory Agreement with BCSF Advisors, LP, an Expense Limitation Agreement, and a Management Fee Waiver Agreement.
Sentiment
Score: 5
Explanation: StockSavvy.ai views this filing as neutral, primarily reporting ownership stakes and contractual relationships rather than new strategic initiatives or performance updates.
Positives
- Lincoln National entities have made substantial investments in the Lincoln Bain Capital Total Credit Fund, indicating confidence in the fund's strategy.
- The filing details a clear structure of investment management and advisory services provided by LFI and LNL.
- An Expense Limitation Agreement is in place to cap operating expenses for various share classes, benefiting investors.
- A Management Fee Waiver Agreement is in effect through July 31, 2026, further reducing costs for certain share classes.
Negatives
- The filing does not contain specific financial performance metrics for the fund itself, focusing primarily on ownership and agreements.
- While LFI has agreed to waive management fees, it retains the right to recoup waived fees within three years under certain conditions.
Risks
- The Investment Management Agreement includes an Incentive Fee structure, which could increase costs for the fund if performance targets are met.
- LFI has the right to recoup waived management fees, which could impact future fund expenses.
- The Expense Limitation Agreement has exclusions, meaning certain costs are not capped and could affect net returns.
- The potential for LFI to influence management or the Board of the Issuer regarding business and governance matters could introduce strategic risks.
Future Outlook
The Reporting Persons (LNC, LNL, LFI) continuously review their investment in the Issuer and may acquire additional securities or dispose of existing ones. LFI, as the investment adviser, will continue to identify investment opportunities, monitor investments, and determine portfolio composition, subject to Board oversight. LFI may also communicate with the Board, management, or other securityholders regarding strategic alternatives, corporate transactions, governance matters, or changes to the Issuer's business.
Management Comments
- LNC may be deemed to beneficially own the Shares beneficially owned by LNL, but expressly disclaims beneficial ownership for purposes of Section 13(d) of the Exchange Act or any other purpose.
- All of the Issuer's officers and directors, other than independent directors, are employees of LFI or its affiliates, potentially giving them influence over corporate activities.
- LFI, on behalf of its clients, may seek to acquire or dispose of Issuer securities, including shares and other financial instruments, depending on various market and strategic factors.
Industry Context
StockSavvy.ai notes that this Schedule 13D filing by Lincoln National entities highlights significant investment activity within the credit fund sector. The detailed breakdown of share classes and investment dates, alongside the complex web of management and advisory agreements, is typical for institutional investors managing assets within registered investment companies and variable insurance products.
Corporate Governance
| Change Type | Description | Effective Date | Impact Assessment |
|---|---|---|---|
| Investment Management Agreement | LFI serves as investment adviser to the Issuer, entitled to a 1.00% annual fee on gross assets and a 15% incentive fee on Pre-Incentive Fee Net Investment Income, subject to a hurdle rate. | 2025-02-28 | Establishes the core advisory relationship and fee structure for LFI's services. |
| Sub-Advisory Agreement | LFI pays BCSF Advisors, LP (Bain) 50% of the aggregate Investment Management Fee and Incentive Fee. | 2025-03-04 | Details the revenue sharing arrangement between LFI and its sub-advisor, Bain. |
| Expense Limitation Agreement | LFI contractually agrees to limit operating expenses for Class A, D, I, and IS shares to 2.85%, 2.50%, 2.00%, and 2.25% respectively, with provisions for reimbursement by the Issuer. | 2025-08-15 | Provides a cap on certain operating expenses, potentially enhancing net returns for shareholders, with an expiration date of August 1, 2027. |
| Management Fee Waiver Agreement | LFI agrees to waive the Management Fee in its entirety from February 1, 2026, through July 31, 2026. | 2026-01-09 | Temporarily reduces fund expenses for investors during the specified period, though LFI retains recoupment rights. |
| Administration Agreement | LNL provides administrative, support, shareholder, and corporate-level services to the Issuer and is reimbursed for costs and paid fees for services. | 2025-08-01 | Defines LNL's role in operational and administrative support for the Issuer. |
Related Party Transactions
- LNL, a wholly-owned subsidiary of LNC, directly owns shares and acts as administrator for the Issuer.
- LFI, a wholly-owned subsidiary of LNL, serves as the investment adviser to the Issuer and its series of the Trust.
- LFI pays a portion of its management and incentive fees to BCSF Advisors, LP (Bain) under a sub-advisory agreement.
- The Issuer's officers and directors, excluding independent directors, are employees of LFI or its affiliates.
Stakeholder Impact
- Shareholders of Lincoln Bain Capital Total Credit Fund benefit from expense limitations and a temporary management fee waiver, potentially increasing net returns.
- Lincoln National Corporation and its subsidiaries (LNL, LFI) are significantly invested in the fund, aligning their interests with other shareholders.
- Employees of LFI and its affiliates who serve as officers and directors of the Issuer may have influence over the fund's operations and strategy.
Next Steps
- LNL and LNC will continue to review their investment in the Issuer and may adjust their holdings.
- LFI will continue to manage the Issuer's portfolio, identify investment opportunities, and monitor existing investments.
- LFI may engage in discussions with the Issuer's Board, management, or other stakeholders regarding strategic alternatives and governance.
Key Dates
| Date | Description |
|---|---|
| 2025-02-28 | Date of the Investment Management Agreement between the Issuer and LFI. |
| 2025-03-04 | Date LNL's subscription for Class I Shares was accepted and purchase price/number of shares determined. Date of the Sub-Advisory Agreement. |
| 2025-07-11 | Date of Issuer's Registration Statement on Form N-2 filing, incorporating referenced agreements. |
| 2025-08-01 | Effective date of the Amended and Restated Administration Agreement. |
| 2025-08-15 | Date of the Amended and Restated Expense Limitation Agreement. |
| 2025-09-02 | Date of Issuer's Registration Statement on Form N-2 filing, incorporating referenced agreement. |
| 2025-10-14 | Date of event requiring filing of this statement. Date series of the Trust acquired Class I Shares at $10.43 per share. |
| 2025-11-05 | Date series of the Trust acquired Class I Shares at $10.44 per share. |
| 2025-12-11 | Date series of the Trust acquired Class I Shares at $10.48 per share. |
| 2025-12-23 | Date LNL acquired Class A, D, I, and IS Shares via dividend reinvestment. Date series of the Trust acquired Class I Shares via dividend reinvestment. |
| 2026-01-09 | Date of the Management Fee Waiver Agreement. |
| 2026-01-29 | Date of Issuer's Registration Statement on Form N-2 filing, incorporating referenced agreement. |
| 2026-02-01 | Effective date of the Management Fee Waiver. |
| 2026-04-08 | Date LNL acquired Class A, D, I, and IS Shares via dividend reinvestment. Date series of the Trust acquired Class I Shares via dividend reinvestment. |
| 2026-04-16 | Date series of the Trust acquired Class I Shares at $10.11 per share. |
| 2026-04-20 | Date of signature for the Schedule 13D filing. |
| 2027-08-01 | Expiration date of the Expense Limitation Agreement, unless modified or terminated. |
Keywords
Schedule 13D, Lincoln National Corporation, Lincoln Bain Capital Total Credit Fund, Beneficial Ownership, Investment Management Agreement, SEC Filing, Financial Services, Investment Fund, Lincoln National Life Insurance Company, Lincoln Financial Investments Corporation
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