EXHIBIT 28(d)(12)
SUB-ADVISORY AGREEMENT
AGREEMENT made by and between LINCOLN INVESTMENT ADVISORS CORPORATION (the
"Investment Manager") and MONDRIAN INVESTMENT PARTNERS LIMITED (the
"Sub-Adviser").
WITNESSETH:
WHEREAS, Lincoln Variable Insurance Products Trust (the "Trust") is an
investment company registered under the Investment Company Act of 1940, as
amended (the "1940 Act"), and is organized as a statutory trust under the laws
of the State of Delaware; and
WHEREAS, the LVIP Mondrian International Value Fund (the "Fund") is a
series of the Trust; and
WHEREAS, the Investment Manager and the Trust, on behalf of the Fund, have
entered into an agreement (the "Investment Management Agreement") whereby the
Investment Manager will provide investment advisory services to the Trust with
respect to the Fund; and
WHEREAS, the Investment Manager has the authority under the Investment
Management Agreement to retain one or more sub-advisers to assist the Investment
Manager in providing investment advisory services to the Trust with respect to
the Fund; and
WHEREAS, the Investment Manager and the Sub-Adviser are registered
investment advisers under the Investment Advisers Act of 1940, as amended (the
"Advisers Act"), and engage in the business of providing investment advisory
services; and
WHEREAS, the Board of Trustees (the "Board" or the "Trustees") of the Trust
and the Investment Manager desire that the Investment Manager retain the
Sub-Adviser to render investment advisory and other services with respect to
that portion of the Fund as the Investment Manager shall from time to time
allocate to the Sub-Adviser (the "Managed Portion") in the manner, for the
period, and on the terms hereinafter set forth;
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. (a) The Sub-Adviser will supervise and direct the investments of the
assets of the Managed Portion of the Fund in accordance with the Fund's
investment objectives, policies, and restrictions as provided in the Fund's
Prospectus and Statement of Additional Information, as currently in effect and
as amended or supplemented from time to time (hereinafter referred to as the
"Prospectus"), and such other limitations as the Fund may impose by notice in
writing to the Sub-Adviser, subject always to the supervision and control of the
Investment Manager and the Board.
(b) As part of the services it will provide hereunder, the Sub-Adviser
is authorized, in its discretion and without prior consultation with the Fund or
the Investment Manager to:
(i) obtain and evaluate information relating to investment
recommendations, asset allocation advice, industries, businesses, securities
markets, research, economic analysis, and other investment services with respect
to the securities that are included in the Managed Portion or that are under
consideration for inclusion in the Managed Portion and invest the Managed
Portion in accordance with the Investment Manager's and the Board's written
direction as more fully set forth herein and as otherwise directed;
(ii) regularly make decisions as to what securities to purchase
and sell on behalf of the Fund with respect to the Managed Portion, effect the
purchase and sale of such investments in furtherance of the Fund's objectives
and policies, and furnish the Board with such information and reports regarding
the Sub-Adviser's activities in the performance of its duties and obligations
under this Agreement as the Investment Manager deems appropriate or as the Board
may reasonably request, including such reports, information, and certifications
as the officers of the Trust may reasonably require in order to comply with
applicable international, federal and state laws and regulations;
(iii) provide any and all material composite or other performance
information, records and supporting documentation about accounts or funds the
Sub-Adviser manages, if appropriate, that are relevant to the Managed Portion
and that have investment objectives, policies, and strategies substantially
similar to those employed by the Sub-Adviser in managing the Managed Portion
that may be reasonably necessary, under applicable laws, to allow the Fund or
its agent to present information concerning the Sub-Adviser's prior performance
in the Fund's currently effective Prospectus, as the same may be hereafter
modified, amended, and/or supplemented from time to time, and in any permissible
reports and materials prepared by the Fund or its agent;
(iv) provide information as reasonably requested by the
Investment Manager or the Board to assist them or their agents in the
determination of the fair value of certain portfolio securities held in the
Managed Portion when market quotations are not readily available for the purpose
of calculating the Fund's net asset value in accordance with procedures and
methods established by the Board;
(v) vote proxies, exercise conversion or subscription rights, and
respond to tender offers and other consent solicitations ("Corporate Actions")
with respect to the issuers of securities held in the Managed Portion, provided
materials relating to such Corporate Actions have been timely received by the
Sub-Adviser, and to submit reports regarding such Corporate Actions, including a
copy of any policies regarding such Corporate Actions, in a form reasonably
satisfactory to the Investment Manager and the Fund in order to comply with any
applicable federal or state reporting requirements;
(vi) provide performance and other information as reasonably
requested by the Investment Manager or the Board to assist them or their agent
in conducting ongoing due diligence and performance monitoring; and
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(vii) maintain all accounts, books, and records with respect to
the Managed Portion as are required of an investment adviser of a registered
investment company pursuant to the 1940 Act and the Advisers Act and the rules
thereunder and preserve for the periods prescribed by Rule 31a-2 under the 1940
Act any accounts, books and records that it maintains for the Fund and that are
required to be maintained by Rule 31a-1 under the 1940 Act. The Sub-Adviser
shall furnish to the Investment Manager copies of all such accounts, books, and
records as the Investment Manager may reasonably request. The Sub-Adviser agrees
that such accounts, books, and records are the property of the Trust, and will
be surrendered to the Trust promptly upon request, with the understanding that
the Sub-Adviser may retain its own copy of all records. The Sub-Adviser agrees
that all accounts, books and other records maintained and preserved by it as
required hereby will be subject to special and other examinations by the
Securities and Exchange Commission and any governmental agency or other
instrumentality having regulatory authority over the Fund. The Sub-Adviser
further agrees that all accounts, books and other records maintained and
preserved by it as required hereby will be subject to such reasonable periodic
examinations upon reasonable notice by the Fund, the Fund's auditors or any
representative of the Fund; provided that such examinations shall be conducted
in a manner so as not to unreasonably disrupt the conduct of the business of the
Sub-Adviser.
(c) The Sub-Adviser shall not consult with any other sub-adviser of
the Fund or of any fund that is an "affiliated person" of the Fund concerning
transactions for the Fund in securities or other assets, except as such
consultations may be reasonably necessary in order to ensure compliance with
Rule 12d3-1 under the 1940 Act.
(d) In furnishing services hereunder, the Sub-Adviser shall be subject
to, and shall perform in accordance with, the following: (i) provisions of the
Trust's Agreement and Declaration of Trust, as the same may be hereafter
modified, amended, and/or supplemented from time to time, that are applicable to
the Managed Portion; (ii) provisions of the Trust's By-Laws, as the same may be
hereafter modified, amended, and/or supplemented from time to time; that are
applicable to the Managed Portion; (iii) the Fund's Prospectus; (iv) the 1940
Act and the Advisers Act and the rules under each and all other international,
federal and state securities laws or regulations applicable to the Trust and the
Fund; (v) the Trust's compliance procedures and other policies and procedures
adopted from time to time by the Board applicable to the Managed Portion; and
(vi) the written instructions of the Investment Manager.
(e) The Investment Manager agrees to provide the Sub-Adviser with
current copies of the documents mentioned in paragraph 1(d)(i), (ii), (iii) and
(v) above and all changes made to such documents at, or if practicable, before
the time such changes become effective, and the Investment Manager acknowledges
and agrees that the Sub-Adviser shall not be responsible for compliance with
such documents or amendments unless and until they are received by the
Sub-Adviser. The Sub-Adviser shall be fully protected in acting upon any proper
instructions reasonably believed by it to be genuine and signed or communicated
by or on behalf of the Investment Manager or the Fund.
(f) The Sub-Adviser hereby agrees during the period hereinafter set
forth to render the services and assume the obligations herein set forth for the
compensation herein provided. The Sub-Adviser shall for all purposes herein be
deemed to be an independent contractor, and shall, unless otherwise expressly
provided and authorized, have no authority to
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act for or represent the Trust, the Fund or the Investment Manager in any way,
or in any way be deemed an agent of the Trust, the Fund or the Investment
Manager.
(g) The Sub-Adviser may perform its services through its employees,
officers or agents, and the Investment Manager shall not be entitled to the
advice, recommendation or judgment of any specific person; provided, however,
that the persons identified in the Fund's Prospectus shall perform the portfolio
management duties described therein until the Sub-Adviser notifies the
Investment Manager that one or more other affiliates, employees, officers or
agents identified in such notice shall assume such duties as of a specific date.
(h) The Investment Manager shall provide (or use its best efforts to
cause to be provided) timely information to the Sub-Adviser regarding such
matters as the cash requirements and cash available for investment in the
Managed Portion, and all other information as may be reasonably necessary for
the Sub-Adviser to perform its responsibilities under this Agreement.
2. (a) Under the terms of the Investment Management Agreement, the Trust
shall conduct its own business and affairs and shall bear the expenses and
salaries necessary and incidental thereto including, but not in limitation of
the foregoing, the costs incurred in: the maintenance of its existence as a
statutory trust organized under the laws of the State of Delaware; the
maintenance of its own books, records, and procedures; dealing with its own
shareholders; the payment of dividends; transfer of shares, including issuance
and repurchase of shares; preparation of share certificates, if any; reports and
notices to shareholders; calling and holding of shareholders' meetings;
miscellaneous office expenses; brokerage commissions; custodian fees; legal and
accounting fees; taxes; interest and federal and state registration fees.
(b) Directors, officers and employees of the Sub-Adviser may be
directors, officers and employees of other funds that have employed the
Sub-Adviser as sub-adviser or investment manager. Directors, officers and
employees of the Sub-Adviser who are Trustees, officers and/or employees of the
Trust, shall not receive any compensation from the Trust for acting in such dual
capacity.
3. (a) The Sub-Adviser will select brokers and dealers to effect all Fund
transactions with respect to the Managed Portion subject to the conditions set
forth herein. The Sub-Adviser may combine orders for the Managed Portion with
orders for other accounts or funds under management. Transactions involving
combined orders are allocated in a manner deemed equitable to each account. The
Sub-Adviser will place all necessary orders with brokers, dealers, or issuers,
and will negotiate brokerage commissions, if applicable. The Sub-Adviser is
directed at all times to seek to execute transactions for the Managed Portion
(i) in accordance with any written policies, practices or procedures that may be
established by the Board or the Investment Manager from time to time and
provided to the Sub-Adviser, and (ii) as described in the Fund's Prospectus and
SAI. In placing any orders for the purchase or sale of investments for the Fund,
with respect to the Managed Portion, the Sub-Adviser shall use its best efforts
to obtain for the Managed Portion "best execution," considering all of the
circumstances, and shall maintain records adequate to demonstrate compliance
with this requirement.
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(b) Subject to the appropriate policies and procedures approved by the
Board and provided to the Sub-Adviser in writing, the Sub-Adviser may, to the
extent authorized by Section 28(e) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), cause the Managed Portion to pay a broker or
dealer that provides brokerage and research services to the Investment Manager,
the Sub-Adviser and the Managed Portion an amount of commission for effecting a
Fund transaction in excess of the amount of commission another broker or dealer
would have charged for effecting that transaction if the Sub-Adviser determines,
in good faith, that such amount of commission is reasonable in relation to the
value of such brokerage and research services provided viewed in terms of that
particular transaction or the Sub-Adviser's overall responsibilities to its
clients for which the Investment Manager or the Sub-Adviser exercises investment
discretion. To the extent authorized by Section 28(e) and the Board, the
Sub-Adviser shall not be deemed to have acted unlawfully or to have breached any
duty created by this Agreement or otherwise solely by reason of such action. In
addition, subject to seeking best execution and compliance with applicable
federal and state securities laws and regulations, the Investment Manager or the
Sub-Adviser also may consider sales of shares of the Fund as a factor in the
selection of brokers and dealers. Subject to seeking best execution and
compliance with applicable federal and state securities laws and regulations,
the Board or the Investment Manager may direct the Sub-Adviser to effect
transactions in Fund securities with respect to the Managed Portion through
broker-dealers in a manner that will help generate resources to: (i) pay the
cost of certain expenses that the Fund is required to pay or for which the Fund
is required to arrange payment; or (ii) recognize broker-dealers for the sale of
Fund shares.
(c) Subject to applicable law and regulations, including Section 17(e)
of the 1940 Act and Rule 17e-1 thereunder, the Sub-Adviser is authorized to
place orders for the purchase and sale of securities for the Managed Portion
with brokers or dealers that are affiliated with the Sub-Adviser. Any entity or
person associated with the Investment Manager or the Sub-Adviser that is a
member of a national securities exchange is authorized to effect any transaction
on such exchange for the account of the Fund to the extent and as permitted by
Section 11(a)(1)(H) of the Exchange Act and Rule 11a2-2(T) thereunder.
4. As compensation for the services to be rendered to the Trust for the
benefit of the Fund by the Sub-Adviser under the provisions of this Agreement,
the Investment Manager shall pay to the Sub-Adviser a fee as provided in
Schedule A attached hereto.
5. The services to be rendered by the Sub-Adviser to the Trust for the
benefit of the Fund under the provisions of this Agreement are not to be deemed
to be 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 materially impaired thereby.
6. (a) Subject to the limitation set forth in Paragraph 5, the Sub-Adviser,
its directors, officers, employees, agents, and shareholders may engage in other
businesses, may render investment advisory services to other investment
companies, or to any other corporation, association, firm or individual, and may
render underwriting services to the Trust or to any other investment company,
corporation, association, firm or individual.
(b) Neither the Investment Manager, the Trust nor the Fund shall use
the Sub-Adviser's actual or fictitious name(s), xxxx(s), derivative(s) and/or
logo(s) (or that of any
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affiliate of the Sub-Adviser, other than that of the Fund, the Trust, or any
affiliate of the Investment Manager that is an affiliate of the Sub-Adviser
solely by reason of the Sub-Adviser's provision of services pursuant to this
Agreement) or otherwise refer to the Sub-Adviser in any materials related to the
Trust or the Fund distributed to third parties, including the Fund's
shareholders, without prior review and written approval by or on behalf of the
Sub-Adviser, which may not be unreasonably withheld or delayed. Upon termination
of this Agreement, the Investment Manager, the Trust and the Fund, shall, to the
extent applicable and as soon as is reasonably possible, cease to use the
Sub-Adviser's actual or fictitious name(s), xxxx(s), derivative(s) and/or
logo(s) in materials related to the Fund.
(c) The Sub-Adviser shall not use the name of the Trust, the Fund, or
the Investment Manager (or that of any affiliate of the Investment Manager,
other than that of any affiliate of the Sub-Adviser that is an affiliate of the
Investment Manager solely by reason of the Sub-Adviser's provision of services
pursuant to this Agreement) or otherwise refer to the Trust, the Fund or the
Investment Manager in any materials related to the Trust or the Fund distributed
to third parties, including the Fund's shareholders, without prior review and
written approval by the Trust, the Fund or the Investment Manager, as
applicable, which may not be unreasonably withheld or delayed. Upon termination
of this Agreement, the Sub-Adviser, shall, to the extent applicable and as soon
as is reasonably possible, cease to use the actual or fictitious name(s),
xxxx(s), derivative(s) and/or logo(s) of the Trust, the Fund and the Investment
Manager.
(d) This Section 6 applies solely to materials related to the Fund and
the Trust only, and not to other products or relationships between the
Sub-Adviser and the Investment Manager.
7. (a) In the absence of willful misfeasance, bad faith, gross negligence,
or reckless disregard in the performance of its duties as Sub-Adviser to the
Trust on behalf of the Fund, neither the Sub-Adviser nor any of its officers,
directors or employees (collectively, "Sub-Adviser Related Persons") shall be
liable to the Trust, the Fund, the Investment Manager or any shareholder of the
Trust for any action or omission in the course of, or connected with, rendering
services hereunder or for any losses that may be sustained in the purchase,
holding or sale of any security, or otherwise. The Sub-Adviser makes no
representation or warranty, express or implied, that any level of performance or
investment results will be achieved by the Managed Portion or the Fund, or that
the Managed Portion or the Fund will perform comparably with any standard or
index, including other clients of the Sub-Adviser, whether public or private.
Subject to the first sentence of this Section 7(a), the Sub-Adviser shall not be
responsible for any loss incurred by any reason of any act or omission of any
bank, broker, the custodian bank or any administrator or trustee whether
appointed on behalf of the Investment Manager, the Fund or the Trust. Nothing
contained herein shall be deemed to waive any liability which cannot be waived
under applicable law, including applicable U.S. state and federal securities
laws, ERISA and the Financial Services and Markets Xxx 0000 of the United
Kingdom ("FSMA") or any rules or regulations adopted under any of those laws.
(b) The Sub-Adviser agrees to indemnify the Investment Manager and the
Fund for, and hold them harmless against, any and all losses, claims, damages,
liabilities (including amounts paid in settlement with the written consent of
Sub-Adviser) or litigation (including legal and other expenses) to which the
Investment Manager or the Fund may become subject under
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any statute, at common law or otherwise, insofar as such losses, claims,
damages, liabilities or expenses (or actions in respect thereof) or settlements
arise as a result of any failure by the Sub-Adviser to adequately diversify the
investment program of the Fund pursuant to the requirements of Section 817(h) of
the Internal Revenue Code, and the regulations issued thereunder (including, but
not by way of limitation, Reg. Sec. 1.817-5, March 2, 1989, 54 F.R. 8730),
relating to the diversification requirements for separate accounts, endowment,
and life insurance contracts.
(c) The Investment Manager shall indemnify Sub-Adviser Related Persons
to the fullest extent permitted by law against any and all losses, damages,
judgments, fines, amounts paid in settlement and reasonable expenses, including
attorneys' fees, (collectively "Losses") incurred by the Sub-Adviser or
Sub-Adviser Related Persons relating to this Agreement or the performance by the
Sub-Adviser or Sub-Adviser Related Persons of its or their duties hereunder,
including, without limitation, such Losses arising under any applicable law or
that may be based upon any untrue statement of a material fact contained in the
Trust's Registration Statement, or any amendment thereof or any supplement
thereto, or the omission to state therein a material fact that was known or that
should have been known and was required to be stated therein or necessary to
make the statements therein not misleading, unless such statement or omission
was made in reasonable reliance upon information furnished to the Investment
Manager or the Trust by the Sub-Adviser or a Sub-Adviser Related Person
specifically for inclusion in the Registration Statement or any amendment
thereof or supplement thereto, except to the extent any such Losses referred to
in this paragraph (c) result from willful misfeasance, bad faith, gross
negligence or reckless disregard on the part of the Sub-Adviser or a Sub-Adviser
Related Person in the performance of any of its duties under, or in connection
with, this Agreement.
(d) The Sub-Adviser shall indemnify the Investment Manager and its
affiliates and its officers, directors and employees (collectively, "Investment
Manager Related Persons") to the fullest extent permitted by law against any and
all Losses incurred by the Investment Manager or Investment Manager Related
Persons relating to this Agreement or the performance by the Investment Manager
or Investment Manager Related Persons of its or their duties hereunder,
including, without limitation, such Losses arising under any applicable law or
that may be based upon any untrue statement of a material fact contained in the
Trust's Registration Statement, or any amendment thereof or any supplement
thereto, or the omission to state therein a material fact that was known or that
should have been known and was required to be stated therein or necessary to
make the statements therein not misleading, if such statement or omission was
made in reasonable reliance upon information furnished to the Investment Manager
or the Trust by the Sub-Adviser or a Sub-Adviser Related Person specifically for
inclusion in the Registration Statement or any amendment thereof or supplement
thereto, except to the extent any such Losses referred to in this paragraph (d)
result from willful misfeasance, bad faith, gross negligence or reckless
disregard on the part of the Investment Manager or an Investment Manager Related
Person in the performance of any of its duties under, or in connection with,
this Agreement.
8. (a) This Agreement shall be executed and become effective as of the date
written below; provided, however, that this Agreement shall not become effective
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with respect to the Fund unless it has first been approved in the manner
required by the 1940 Act and the rules thereunder or in accordance with
exemptive or other relief granted by the Securities and Exchange Commission (the
"SEC") or its staff. This Agreement shall continue in effect through
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December 31, 2011 and may be renewed thereafter only so long as such renewal and
continuance is specifically approved at least annually by the Board or by the
vote of a majority of the outstanding voting securities of the Fund and only if
the terms and the renewal hereof have been approved by the vote of a majority of
those Trustees of the Trust who are not parties hereto or "interested persons"
of the Trust, the Fund, or any party hereto, cast in person at a meeting called
for the purpose of voting on such approval.
(b) No amendment to this Agreement shall be effective unless approved
in the manner required by the 1940 Act and the rules thereunder or in accordance
with exemptive or other relief granted by the SEC or its staff.
(c) This Agreement may be terminated (i) by the Investment Manager at
any time, without the payment of a penalty, on ninety (90) days' written notice
to the Sub-Adviser of the Investment Manager's intention to do so and (ii) by
the Trust at any time, without the payment of a penalty, on sixty (60) days'
written notice to the Sub-Adviser of the Trust's intention to do so pursuant to
action by the Board or pursuant to the vote of a majority of the outstanding
voting securities of the Fund. The Sub-Adviser may terminate this Agreement at
any time, without the payment of a penalty, on ninety (90) days' written notice
to the Investment Manager and the Trust of its intention to do so. Upon
termination of this Agreement, the obligations of all the parties hereunder
shall cease and terminate as of the date of such termination, except for (i) any
obligation arising out of or relating to a breach of this Agreement committed
prior to such termination, (ii) the obligation of the Investment Manager to pay
to the Sub-Adviser the fee provided in Paragraph 4 hereof, prorated to the date
of termination, and (iii) any indemnification obligation provided in Paragraph 7
hereof. This Agreement shall automatically terminate in the event of its
assignment or upon the termination of the Investment Management Agreement.
9. Any information and advice furnished by either party to this Agreement
to the other party shall be treated as confidential and shall not be disclosed
to third parties without the consent of the other party hereto. Notwithstanding
the foregoing, information shall not be subject to such confidentiality
obligations if it:
(i) is already known to the receiving party at the time it is
obtained (other than through previous disclosure by the protected
party or by a party known by the receiving party to be bound by a
confidentiality obligation to the protected party);
(ii) is or becomes publicly known or available through no wrongful act
of the receiving party;
(iii) is rightfully received from a third party who, to the best of
the receiving party's knowledge, is not under a duty of
confidentiality;
(iv) is required to be disclosed by the receiving party pursuant to a
requirement of a court order, subpoena, governmental or
regulatory agency or law (provided the receiving party provides
the protected party written notice of such requirement, to the
extent such notice is permitted);
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(v) is relevant to the defense of any claim or cause of action
asserted against the receiving party (provided the receiving
party provides the protected party with sixty (60) days' written
notice of any disclosure if practicable or such lesser amount as
may be necessary and provided such notice does not prejudice the
receiving party); or
(vi) has been or is independently developed or obtained by the
receiving party.
The Sub-Adviser shall not disclose any "nonpublic personal information" (as
such term is defined in Regulation S-P, including any amendments thereto)
pertaining to the customers of the Trust or a client of the Investment Manager
to any third party or use such information other than for the purpose of
providing the services contemplated by this Agreement.
10. The Sub-Adviser represents, warrants and agrees that:
(a) 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) to the best of its knowledge, has met and
will seek to continue to meet for so long as this Agreement remains in effect,
any other 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 Investment Manager of the occurrence
of any event that would disqualify the Sub-Adviser from serving as an investment
adviser of an investment company pursuant to Section 9(a) of the 1940 Act or
otherwise. The Sub-Adviser will also promptly notify the Fund and the Investment
Manager if it is served or otherwise receives 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 affairs of the Fund, provided,
however, that routine regulatory examinations that do not specifically relate to
the Managed Portion or the Fund shall not be required to be reported by this
provision.
(b) The Sub-Adviser has adopted a written code of ethics complying
with the requirements of Rule 17j-1 under the 1940 Act and will provide the
Investment Manager and the Board with a copy of such code of ethics, together
with evidence of its adoption. In accordance with the requirements of Rule
17j-1, the Sub-Adviser shall certify to the Investment Manager that the
Sub-Adviser has complied in all material respects with the requirements of Rule
17j-1 during the previous year and that there has been no material violation of
the Sub-Adviser's code of ethics relating to the services the Sub-Adviser
performs under this Agreement or, if such a material violation has occurred,
that appropriate action was taken in response to such violation. Upon the
written request of the Investment Manager, the Sub-Adviser shall provide to the
Investment Manager, its employees or its agents all information required by Rule
17j-1(c)(1) relating to the approval by the Fund's Board of Trustees of the
Sub-Adviser's code of ethics relating to the services the Sub-Adviser performs
under this Agreement.
(c) The Sub-Adviser has provided the Investment Manager with a copy of
its Form ADV at least forty-eight (48) hours prior to execution of this
Agreement, which as of the
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date of this Agreement is its Form ADV as most recently filed with the SEC, and
promptly will furnish a copy of all amendments to the Investment Manager at
least annually. Such amendments shall reflect all changes in the Sub-Adviser's
organizational structure, professional staff or other significant developments
affecting the Sub-Adviser, as required by the Advisers Act.
(d) The Sub-Adviser will notify the Trust and the Investment Manager
of any event that would be deemed an assignment of this Agreement, with the
exception of any assignment by or with respect to the Investment Manager, or
change of control of the Sub-Adviser, as applicable, or any change in the senior
management personnel of the Sub-Adviser or any change in the portfolio
manager(s) of the Managed Portion, prior to or promptly after such change. The
Investment Manager will notify the Sub-Adviser of any event that would be deemed
an assignment of this Agreement, with the exception of any assignment by or with
respect to the Sub-Adviser, or change of control of the Investment Manager, as
applicable. The Sub-Adviser agrees to bear all reasonable expenses of the Fund,
if any, arising out of an assignment of this Agreement or change in control of
the Sub-Adviser so long as the assignment is not by or with respect to the
Investment Manager.
(e) The Sub-Adviser agrees to maintain an appropriate level of errors
and omissions or professional liability insurance coverage as shall be
reasonably necessary in light of its obligations under this Agreement.
11. This Agreement shall extend to and bind the successors of the parties
hereto. Nothing in this Agreement, express or implied, is intended to or shall
(a) confer on any person other than the parties hereto and their respective
successors or permitted assigns any rights (including third party beneficiary
rights), remedies, obligations or liabilities under or by reason of this
Agreement, or (b) constitute the parties hereto as partners or as participants
in a joint venture.
12. For the purposes of this Agreement, the terms "vote of a majority of
the outstanding voting securities," "interested person," "affiliated person,"
and "assignment" shall have the meanings given them in the 1940 Act, subject,
however to such exemptions as may be granted by the SEC and its staff under the
1940 Act.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
signed by their duly authorized officers and duly attested as of the 12th day
of July, 2011.
MONDRIAN INVESTMENT PARTNERS LIMITED LINCOLN INVESTMENT ADVISORS CORPORATION
By: /s/ Xxxxx Xxxxxx By: /s/ Xxxxx X. Xxxxxxx
--------------------------------- ------------------------------------
Name: Xxxxx Xxxxxx Name: Xxxxx X. Xxxxxxx
------------------------------- Title: Vice President
Title: Executive Chairman
------------------------------
Attest: /s/ Xxxxx Xxxxxx Attest: /s/ Xxxxxxx X. Xxxxx, Xx.
----------------------------- --------------------------------
Name: Xxxxx Xxxxxx Name: Xxxxxxx X. Xxxxx, Xx.
------------------------------- Title: Vice President
Title: Personal Assistant
------------------------------
Agreed to and accepted as of the day and year above written:
LVIP MONDRIAN INTERNATIONAL VALUE FUND,
A SERIES OF LINCOLN VARIABLE INSURANCE
PRODUCTS TRUST
By: /s/ Xxxxxx X. Xxxxx
---------------------------------
Name: Xxxxxx X. Xxxxx
Title: President
Attest: /s/ Xxxxxxx X. Xxxx
-----------------------------
Name: Xxxxxxx X. Xxxx
Title: Assistant Secretary
11
SCHEDULE A
Fee Schedule
------------
The Investment Manager will pay to the Sub-Adviser a fee each month based
on the average daily net assets of the Fund during the month. The Investment
Manager shall pay to the Sub-Adviser compensation at an annual rate as follows:
.40% on the average daily net assets of the Fund up to $800 million;
.35% on the average daily net assets of the Fund from $800 million to $1.3
billion; and
.33% on the average daily net assets of the Fund over $1.3 billion.
