EXHIBIT 5(a)
INVESTMENT ADVISORY AGREEMENT
THIS AGREEMENT made this _____ day of _______________, 1986 by
and between LBVIP Series Fund, Inc., a Minnesota corporation (the "Fund"),
and Lutheran Brotherhood Research Corp., a Pennsylvania corporation (the
"Adviser").
WITNESSETH:
WHEREAS, the Fund is engaged in business as an open-end
investment company registered under the Investment Company Act of 1940 (the
"1940 Act"); and
WHEREAS, the Adviser is willing to provide business management
services to the Fund on the terms and conditions hereinafter set forth;
NOW, THEREFORE, in consideration of the mutual covenants and
agreements of the parties hereto as herein set forth, the parties covenant
and agree as follows:
ARTICLE 1: DUTIES OF THE ADVISER. The adviser shall provide
the Fund with such investment advise and supervision as the Fund may from
time to time consider necessary for the proper supervision of its assets.
The Adviser shall act as adviser to the Fund and as such shall furnish
continuously an investment program and shall determine from time to time
what securities shall be purchased, sold or exchanged and what portion of
the assets of the Fund shall be held uninvested, subject always to the
restrictions of the Fund's Articles of Incorporation and Bylaws, as amended
from time to time, to the provisions of the 1940 Act and to the Fund's then
current Prospectus. The Adviser shall also make recommendations as to the
manner in which voting rights, rights to consent to corporate action and any
other rights pertaining to the Fund's portfolio securities shall be
exercised. Should the Directors of the Fund at any time, however, make any
definite determination as to investment policy and notify the Adviser
thereof in writing, the Adviser shall be bound by such determination for the
period, if any, specified in such notice or until similarly notified that
such determination has been revoked. The Adviser shall take, on behalf of
the Fund, all actions which it deems necessary to implement the investment
policies determined as provided above, and in particular to place all orders
for the purchase, sale or exchange of portfolio securities for the Fund's
account with brokers, dealers or bankers selected by it, and to that end the
Adviser is authorized as the agent of the Fund to give instructions to the
custodian of the Fund (the "Custodian") or to any sub-custodian of the Fund
as to deliveries of securities and payments of cash for the account of the
Fund. In connection with the selection of such brokers, dealers or bankers
and the placing of such orders, the Adviser is directed at all times to
obtain for the Fund the most favorable prices at reasonably competitive
commission rates. In fulfilling this requirement the 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 its having caused the Fund
to pay a broker or dealer an amount of commission for effecting a securities
transaction in excess of the amount of commission another broker or dealer
would have charged for effecting that transaction, if the Adviser or any
sub-adviser employed by the Adviser determined in good faith that such
amount of commission was reasonable in relation to the value of the
brokerage and research services provided by such broker or dealer, viewed in
terms of either that particular transaction or the Adviser's overall
responsibilities with respect to the Fund and to other clients of the
Adviser as to which the Adviser exercises investment discretion.
ARTICLE 2: ALLOCATION OF CHARGES AND EXPENSES. The Adviser
shall furnish at its own expense investment advisory and portfolio
administrative and management services necessary for servicing the
investments of the Fund, and investment advisory facilities and executive
and supervisory personnel for managing the investments and effecting the
portfolio transactions of the Fund. The Adviser shall arrange, if desired
by the Fund, for officers and employees of the Adviser to serve as
Directors, Officers or agents of the Fund if duly elected or appointed to
such positions and subject to their individual consent and to any
limitations imposed by law. It is understood that the Fund will pay, or
provide for the payment of, all of its own expenses including, without
limitation, compensation of Directors not affiliated with the Adviser,
Lutheran Brotherhood or Lutheran Brotherhood Variable Insurance Products
Company, governmental fees, interest charges, taxes, membership dues in the
Investment Company Institute allocable to the Fund, fees and expenses of
independent auditors, of legal counsel and of any transfer agent, registrar
and dividend disbursing agent of the Fund, expenses of preparing, printing
and mailing prospectuses, shareholders' reports, notices, proxy statements
and reports to governmental officers and commissions, expenses connected
with the execution, recording and settlement of portfolio security
transactions, insurance premiums, fees and expenses of the Custodian for all
services to the Fund, including safekeeping of funds and securities and
keeping of books and calculating the net asset value of shares of the Fund,
expenses of shareholders' meetings, and expenses relating to the issuance,
registration and qualification of share of the Fund.
The Adviser may enter into a sub-investment advisory agreement
or agreements with another party or parties providing that such party or
parties shall furnish certain advisory and other services to the Fund and
the Adviser and also providing that on the terms and conditions of such
sub-investment advisory agreement such party or parties may determine from
time to time what securities shall be purchased, sold or exchanged by the
Fund and what portion of the assets of the Fund shall be held uninvested.
ARTICLE 3: COMPENSATION OF THE ADVISER. For the services to be
rendered hereunder, the Fund shall pay to the Adviser an investment advisory
fee which shall be a daily charge equal to an annual rate of .40% of the
aggregate average daily net assets of the Fund. If the Adviser shall serve
for less than the whole of any period specified in this ARTICLE 3, the
compensation to the Adviser shall be prorated.
ARTICLE 4: COVENANTS OF THE ADVISER. The adviser agrees that
it will not deal with itself, or with the Directors of the Fund or the
Fund's principal underwriter, if any, as principal, broker or dealer in
making purchases or sales of securities or other property for the account of
the Fund except as permitted by the 1940 Act and the rules, regulations or
orders thereunder, will not take a long or short position in the shares of
the Fund, and will comply with all other provisions of the Fund's Articles
of Incorporation and Bylaws as then in effect and current Prospectus of the
Fund relative to the Adviser, its directors, officers, employees and
affiliates.
ARTICLE 5: LIMITATION OF LIABILITY OF THE ADVISER. The adviser
shall not be liable for any error of judgment or mistake of law or for any
loss arising out of any investment or for any act or omission in carrying
out its duties under this Agreement and management of the Fund, except for
willful misfeasance, bad faith or gross negligence in the performance of its
duties, or by reason of reckless disregard of its obligations and duties
hereunder. As used in this ARTICLE 5, the term "Adviser" shall include
directors, officers and employees of the Adviser as well as the Adviser
itself.
ARTICLE 6: ACTIVITIES OF THE ADVISER. The services of the
Adviser to the Fund are not to be deemed to be exclusive, the Adviser and
its affiliates being free to render services to others. It is understood
that Directors, Officers, employees and shareholders of the Fund may be or
become interested in the Adviser as shareholders, directors, officers,
employees or otherwise, and that directors, officers, employees and
shareholders of the Adviser may be or become similarly interested in the
Fund, and that the Adviser may be or become interested in the Fund as a
shareholder or otherwise.
ARTICLE 7: DURATION, TERMINATION AND AMENDMENTS OF THIS
AGREEMENT. This Agreement shall become effective on the date of its
execution and shall govern the relations between the parties hereto
thereafter, and shall remain in force until _______________, 198__ on which
date it will terminate unless its continuance after such date is
specifically approved at least annually (i) by the vote of a majority of
the Directors of the Fund who are not interested persons of the Fund or of
the Adviser at a meeting specifically called for the purpose of voting on
such approval, and (ii) by the Directors of the Fund, or by vote of a
majority of the outstanding voting securities of the Fund. The aforesaid
requirement that continuance of this Agreement be "specifically approved at
least annually" shall be construed in a manner consistent with the 1940 Act
and the rules and regulations thereunder.
This Agreement may be terminated at any time without the payment
of any penalty by the Directors of the Fund or by vote of a majority of the
outstanding voting securities of the Fund, or by the Adviser, in each case
on not more than sixty days' written notice to the other party. This
Agreement shall automatically terminate in the event of its assignment.
This Agreement may be amended only if such amendment is approved
by vote of a majority of the outstanding voting securities of the Fund and
by the Adviser.
The terms "vote of a majority of the outstanding voting
securities", "assignment", "affiliated person" and "interested person", when
used in this Agreement, shall have the respective meanings specified in the
1940 Act and the rules and regulations thereunder, subject, however, to such
exemptions as may be granted by the Securities and Exchange Commission under
the 1940 Act.
ARTICLE 8: MISCELLANEOUS. This Agreement shall be construed in
accordance with the laws of the State of Minnesota, contains the entire
understanding among the parties with respect to the matters covered hereby,
and may be executed in several counterparts, each of which shall be deemed
to be an original and one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed and delivered in their names and on their behalf by
the undersigned, thereunto duly authorized, all as of the day and year first
above written.
LBVIP SERIES FUND, INC.
By
------------------------------------
Its
----------------------------
LUTHERAN BROTHERHOOD RESEARCH CORP.
By
------------------------------------
Its
----------------------------
#20730
