FIRST AMENDMENT TO SUB-ADVISORY AGREEMENT
FIRST
AMENDMENT TO
THIS FIRST AMENDMENT, dated as of April
30, 2008 (the “Amendment”), to the Sub-Advisory Agreement, made as of April 30,
2007 (the “Agreement”), is by and between LINCOLN INVESTMENT ADVISORS
CORPORATION (the “Adviser”) and MONDRIAN INVESTMENT PARTNERS LIMITED (the
“Sub-Adviser”).
WHEREAS, the Adviser and the
Sub-Adviser have entered into the Agreement to with respect to management of the
assets of the LVIP Mondrian International Value Fund (the “Fund”);
WHEREAS, the Adviser and the
Sub-Adviser desire to amend the Agreement to modify the Sub-Adviser’s
fees;
NOW, THEREFORE, in consideration of the
foregoing premises and other good and valuable consideration, the parties agree
as follows:
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1. Schedule
A to the Agreement is hereby deleted in its entirety and Schedule A
attached hereto is substituted in its
place.
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3. Except
as expressly amended hereby, all provisions of the Agreement remain in
full force and effect and are unchanged in all other
respects.
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4. This
Amendment may be executed in one or more counterparts, each of which shall
be deemed to be an original and, all of which, when taken together, shall
constitute but one and the same
instrument.
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[Remainder
of this page intentionally left
blank.]
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571037/3
IN WITNESS WHEREOF, the parties hereto
have caused this Amendment to be signed by their duly authorized officers and
duly attested as of the 30th day of April 2008.
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MONDRIAN
INVESMENT
PARTNERS
LIMITED
/s/
Xxxxx Xxxxxxxx
Name: Xxxxx
Xxxxxxxx
Title: Chief
Executive Officer
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LINCOLN
INVESTMENT ADVISORS CORPORATION
/s/ Xxxxx
X. Xxxxxxx
Name:
Xxxxx X. Xxxxxxx
Title:
Second Vice President
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Attest:
/s/ Xxxx Xxxxxxx
Name:
Xxxx Xxxxxxx
Title:
Executive Secretary
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Attest:
/s/ Xxxxx Xxxxxx
Name:
Xxxxx Xxxxxx
Title:
Securities Fund Specialist
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Accepted
and agreed to
as of the
date first above written:
LVIP
MONDRIAN INTERNATIONAL VALUE FUND,
a series
of Lincoln Variable Insurance Products Trust
/s/ Xxxxx
X. Xxxxxxxxx
Name:
Xxxxx X. Xxxxxxxxx
Title:
President
Attest: /s/
Xxxxxxx X. Xxxx
Name: Xxxxxxx
Xxxx
Title:
Senior Counsel, Lincoln National Life Insurance Company
571037/3
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.
571037/3
SUB-ADVISORY
AGREEMENT
This Sub-Advisory Agreement
(“Agreement”) executed as of April 30, 2008, is between LINCOLN INVESTMENT
ADVISORS CORPORATION, a Tennessee corporation (the “Adviser”), and SSgA Funds
Management, Inc., a Massachusetts corporation (the “Sub-Adviser”). As
a matter of administrative convenience, this Agreement is entered into by and
between the Sub-Adviser and the Adviser with respect to multiple Funds of the
Lincoln Variable Insurance Products Trust (the “Trust”), each of which is a
registered investment company registered under the Investment Company Act of
1940, as amended and is listed in Schedule B hereto. Nevertheless,
this Agreement shall be construed to constitute a separate Agreement on behalf
of each such Fund, and the term Fund is used in the singular
herein.
WHEREAS,
the Trust, on behalf of the Fund, has entered into an Investment Management
Agreement with the Adviser, pursuant to which the Adviser has agreed to provide
certain investment management services to the Fund; and
WHEREAS,
the Adviser desires to appoint Sub-Adviser as investment sub-adviser to provide
the investment advisory services to the Fund, and Sub-Adviser is willing to
serve the Fund in such capacity.
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. SERVICES
TO BE RENDERED BY SUB-ADVISER TO THE FUND.
(a) The
Trust and the Advisor appoint the Sub-Advisor to act as investment sub-advisor
to the Fund on the terms set forth in this Agreement. Subject to the
direction and control of the Board of Trustees (the “Trustees”) of the Trust,
the Sub-Adviser, at its expense, will furnish continuously an investment program
for the Fund which shall at all times meet the diversification requirements of
Section 817(h) of the Internal Revenue Code of 1986 (the “Code”). The
Sub-Adviser will make investment decisions on behalf of the Fund and place all
orders for the purchase and sale of portfolio securities. The
Sub-Adviser will be an independent contractor and will not have authority to act
for or represent the Trust or Adviser in any way or otherwise be deemed an agent
of the Trust or Adviser except as expressly authorized in this Agreement or
another writing by the Trust, Adviser and the Sub-Adviser.
(b) The
Sub-Adviser, at its expense, will furnish (i) all necessary investment and
management facilities, including salaries of personnel, required for it to
execute its duties faithfully and (ii) administrative facilities, including
bookkeeping, clerical personnel and equipment necessary for the efficient
conduct of the investment affairs of the Fund (excluding determination of net
asset value per share, portfolio accounting and shareholder accounting
services). The Sub-Adviser shall be responsible for commercially
reasonable expenses relating to the printing and mailing of required supplements
to the Fund’s registration statement, provided that such supplements relate
solely to a change in control of the Sub-Adviser or any change in the portfolio
manager or managers assigned by the Sub-Adviser to manage the Fund.
(c) The
Sub-Adviser shall vote proxies relating to the Fund’s investment securities in
the manner in which the Sub-Adviser believes to be in the best interests of the
Fund, and shall review its proxy voting activities on a periodic basis with the
Trustees. The Trust or Adviser may withdraw the authority granted to
the Sub-Adviser pursuant to this Section at any time upon written
notice.
(d) The
Sub-Advisor shall not be responsible for filing proofs of claim or otherwise
participating in class action lawsuits with respect to securities held by the
Fund.
(e) The
Sub-Adviser will select brokers and dealers to effect all portfolio transactions
subject to the conditions set forth herein (except to the extent such
transactions are effected in accordance with such policies or procedures as may
be established by the Board of Trustees.) In the selection of
brokers, dealers or futures commission merchants and the placing of orders for
the purchase and sale of portfolio investments for the Fund, the Sub-Adviser
shall use its best efforts to obtain for the Fund the most favorable price and
execution available, except to the extent it may be permitted to pay higher
brokerage commissions for brokerage and research services as described
below. The Adviser reserves the right to direct the Sub-Adviser upon
written notice not to execute transactions through any particular broker(s) or
dealer(s), and the Sub-Adviser agrees to comply with such request within ten
business days of receiving written notice. In using its best efforts
to obtain for the Fund the most favorable price and execution available, the
Sub-Adviser, bearing in mind the Fund’s best interests at all times, shall
consider all factors it deems relevant, including by way of illustration: price;
the size of the transaction; the nature of the market for the security; the
amount of the commission; the timing of the transaction taking into account
market prices and trends; the reputation, experience and financial stability of
the broker, dealer, or futures commission merchant involved; and the quality of
service rendered by the broker, dealer or futures commission merchant in other
transactions. Subject to such policies as the Trustees may determine,
and as communicated in writing to the Sub-Adviser, 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 its having caused the Fund to pay a
broker, dealer or futures commission merchant that provides brokerage and
research services to the Sub-Adviser an amount of commission for effecting a
portfolio investment transaction in excess of the amount of commission another
broker, dealer or futures commission merchant would have charged for effecting
that transaction, if the Sub-Adviser determines 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, dealer or futures commission
merchant, viewed in terms of either that particular transaction or the
Sub-Adviser’s over-all responsibilities with respect to the Fund and to other
clients of the Sub-Adviser as to which the Sub-Adviser exercises investment
discretion. The Sub-Adviser shall maintain records adequate to
demonstrate compliance with this section.
On
occasions when the Sub-Adviser deems the purchase or sale of a security to be in
the best interest of the Fund as well as other clients of the Sub-Adviser, the
Sub-Adviser to the extent permitted by applicable laws and regulations, may, but
shall be under no obligation to, aggregate the securities to be purchased or
sold to attempt to obtain a more favorable price or lower brokerage commissions
and efficient execution. In such event, allocation of the securities
so purchased or sold, as well as the expenses incurred in the transaction, will
be made by the Sub-Adviser in compliance with Section 17(d) of the Investment
Company Act of 1940 and the rules established thereunder, Section 206 of the
Investment Advisers Act of 1940 and any rules established thereunder, and
pursuant to policies adopted by the Sub-Adviser and approved by the Board of
Trustees of the Fund.
(f) The
Sub-Adviser will provide advice and assistance to the Investment Adviser as to
the determination of the fair value of certain investments where market
quotations are not readily available for purposes of calculating net asset value
of the Fund in accordance with valuation procedures and methods established by
the Trustees.
(g) The
Sub-Adviser shall furnish the Adviser and the Board of Trustees with such
information and reports regarding the Fund’s investments as the Adviser deems
appropriate or as the Board of Trustees shall reasonably request. The
Sub-Adviser shall make its officers and employees available from time to time,
including attendance at Board of Trustees Meetings, at such reasonable times as
the parties may agree to review investment policies of the Fund and to consult
with the Adviser or the Board of Trustees regarding the investment affairs of
the Fund.
(h) The
Sub-Adviser shall not consult with any other sub-adviser to the Fund or a
sub-adviser to a portfolio that is under common control with the Fund concerning
the assets of the Fund, except as permitted by the policies and procedures of
the Fund.
(i) In the performance of
its duties, the Sub-Adviser shall be subject to, and shall perform in accordance
with, the following: (i) provisions of the organizational documents
of the Trust that are applicable to the Fund; (ii) the investment objectives,
policies and restrictions of the Fund as stated in the Fund’s currently
effective Prospectus and Statement of Additional Information (“SAI”) as amended
from time to time; (iii) the Investment Company Act of 1940 (the “1940 Act”) and
the Investment Advisers Act of 1940 (the “Advisers Act”); (iv) any written
instructions and directions of the Trustees, the Adviser or Fund management; and
(v) its general fiduciary responsibility to the Fund.
(j) The
Sub-Adviser shall assist the Fund in the preparation of its registration
statement, prospectus, shareholder reports, marketing materials and other
regulatory filings, or any amendment or supplement thereto (collectively,
“Regulatory Filings”) and shall provide the Fund with disclosure for use in the
Fund’s Regulatory Filings, including, without limitation, any requested
disclosure related to the Sub-Adviser’s investment management personnel,
portfolio manager compensation, Codes of Ethics, firm description, investment
management strategies and techniques, and proxy voting policies.
(k) The
Sub-Adviser shall furnish the Adviser, the Board of Trustees and/or the Chief
Compliance Officer of the Trust and/or the Adviser with such information,
certifications and reports as such persons may reasonably deem appropriate or
may request from the Sub-Adviser regarding the Sub-Adviser’s compliance with
Rule 206(4)-7 of the Advisers Act and the Federal Securities Laws, as defined in
Rule 38a-1 under the 1940 Act. Such information, certifications and
reports shall include, without limitation, those regarding the Sub-Adviser’s
compliance with the Xxxxxxxx-Xxxxx Act of 2002, Title V of the
Xxxxx-Xxxxx-Xxxxxx Act, the Code of Ethics of the Sub-Adviser and the Trust and
certifications as to the validity of certain information included in the Fund’s
Regulatory Filings. The Sub-Adviser shall make its officers and
employees (including its Chief Compliance Officer) available to the Adviser
and/or the Chief Compliance Officer of the Trust and/or the Adviser from time to
time to examine and review the Sub-Adviser’s compliance program and its
adherence thereto.
(l) The
Sub-Adviser shall, as part of its compliance process, perform diversification
testing under Section 817(h) of the Code based upon its own records with respect
to the Fund assets managed by the Sub-Adviser and report promptly any failure
indicated by such testing to the Adviser, and take any necessary actions to
remedy such failure. Notwithstanding the foregoing sentence, the
Adviser agrees that the official testing for the Fund’s compliance with
diversification testing under Section 817(h) of the Code shall be performed by
Adviser, the Fund’s custodian or services provider other than the
Sub-Adviser.
2. OTHER
AGREEMENTS.
The
investment management services provided by the Sub-Adviser under this Agreement
are not to be deemed 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 impaired
thereby.
3. COMPENSATION
TO BE PAID BY THE ADVISER TO THE SUB-ADVISER.
(a) As
compensation for the services to be rendered by the Sub-Adviser under the
provisions of this Agreement, the Adviser will pay to the Sub-Adviser a fee each
month based on the average daily net assets of the Fund during the
month. Solely for the purpose of determining the promptness of
payments, payments shall be considered made upon mailing or wiring pursuant to
wiring instructions provided by the Sub-Adviser. Such fee shall be
calculated in accordance with the fee schedule applicable to the Fund as set
forth in Schedule
A attached hereto.
(b) The
fee shall be paid by the Adviser, and not by the Fund, and without regard to any
reduction in the fees paid by the Fund to the Adviser under its management
contract as a result of any statutory or regulatory limitation on investment
company expenses or voluntary fee reduction assumed by the
Adviser. Such fee to the Sub-Adviser shall be payable for each month
within 10 business days after the end of such month. If the
Sub-Adviser shall serve for less than the whole of a month, the foregoing
compensation shall be prorated.
4. REPRESENATIONS.
(a) Representations of the
Adviser. The Adviser represents, warrants and agrees as
follows: (1) The Adviser has been duly authorized by the Board of Trustees of
the Trust to delegate to the Sub-Adviser the provision of investment services to
the Funds as contemplated hereby; and (2) 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 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 the Sub-Adviser 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 the
Sub-Adviser. The Sub-Adviser represents, warrants and agrees
as follows: 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) 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 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 the Trust and Adviser 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
5. AUTOMATIC
TERMINATION.
This
Agreement shall automatically terminate, without the payment of any penalty, in
the event of its assignment or in the event that the investment advisory
contract between the Adviser and the Fund shall have terminated for any
reason.
6. EFFECTIVE
PERIOD; TERMINATION AND AMENDMENT OF THIS AGREEMENT.
(a) This Agreement shall
become effective as of the date first written above, and shall remain in full
force and effect continuously thereafter (unless terminated automatically as set
forth in Section 4) until terminated as set forth below. This
Agreement shall automatically terminate in the event of its assignment or in the
event of termination of the Investment Management Agreement.
(b) This
Agreement shall continue in effect for a period of more than two years from the
date hereof only so long as continuance is specifically approved at least
annually by the Board of Trustees or by the vote of a majority of the
outstanding voting securities of the Fund as required by the 1940 Act; provided,
however, that this Agreement may be terminated at any time without the payment
of any penalty:
(i) by
the Board of Trustees of the Trust or by the vote of a majority of the
outstanding voting securities of the Fund;
(ii) by
the Adviser on 60 days’ written notice to the Sub-Adviser; or
(iii) by
the Sub-Adviser on 60 days’ written notice to the Adviser.
(c) Except
to the extent permitted by the Investment Company Act of 1940 or the rules or
regulations thereunder or pursuant to any exemptive relief granted by the
Securities and Exchange Commission (“SEC”), this Agreement may be amended by the
parties only if such amendment, if material, is specifically approved by the
vote of a majority of the outstanding voting securities of the Fund (unless such
approval is not required by Section 15 of the Investment Company Act of 1940 as
interpreted by the SEC or its staff) and by the vote of a majority of the
Independent Trustees.
7. CERTAIN
INFORMATION.
The
Sub-Adviser shall promptly notify the Adviser in writing of the occurrence of
any of the following events: (a) the Sub-Adviser shall fail to be registered as
an investment adviser under the Advisers Act and under the laws of any
jurisdiction in which the Sub-Adviser is required to be registered as an
investment adviser in order to perform its obligations under this Agreement, (b)
the Sub-Adviser has a reasonable basis for believing that the Fund has ceased to
qualify or might not qualify as a regulated investment company under Subchapter
M of the Code (c) the Sub-Adviser shall have been served or otherwise have
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, and (d) the principal officers of the Sub-Adviser or any
portfolio manager of the Fund shall have changed.
8. NONLIABILITY
OF SUB-ADVISER.
(a) Except
as may otherwise be provided by the Investment Company Act of 1940 or the
Investment Advisers Act of 1940, in the absence of willful misfeasance, bad
faith or gross negligence on the part of the Sub-Adviser, or reckless disregard
of its obligations and duties hereunder, neither the Sub-Adviser nor its
officers, directors, employees or agents shall be subject to any liability to
the Adviser, the Fund or to any shareholder of the Fund, for any act or omission
in the course of, or connected with, rendering services hereunder.
(b) Failure
by the Sub-Adviser to assure that any disclosure provided by the Sub-Adviser for
inclusion in the Fund’s Regulatory filings does not (i) contain any untrue
statement of a material fact or (ii) omit to state a material fact required to
be stated necessary to make such disclosure not misleading, shall constitute
gross negligence per se under sub-paragraph 7(a) above.
9.
INDEMNIFICATION.
(a) Notwithstanding Section
8, the Sub-Adviser agrees to indemnify the Adviser 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 the
Sub-Adviser) or litigation (including reasonable legal and other expenses) to
which the Adviser or the Fund may become subject as a result of any untrue
statement of a material fact contained in disclosure provided by the Sub-Adviser
expressly for inclusion in the Fund’s Regulatory Filings, or any omission of a
material fact required to be stated necessary to make such disclosure not
misleading, provided that the Sub-Adviser shall have been given written notice
concerning any matter for which indemnification is claimed under this
Section.
(b) The Adviser agrees to
indemnify the Sub-Adviser for, and hold it harmless against, any and all losses,
claims, damages, liabilities (including amounts paid in settlement with the
written consent of the Adviser) or litigation (including reasonable legal and
other expenses) to which the Sub-Adviser may become subject as a result of any
untrue statement of a material fact (or any omission of a material fact required
to be stated necessary to make such disclosure not misleading) contained in the
Fund’s Regulatory Filings, which statement was not provided by Sub-Adviser
expressly for inclusion in the Fund’s Regulatory Filings, provided that the
Adviser shall have been given written notice concerning any matter for which
indemnification is claimed under this Section.
(c) Neither party shall be
responsible for any consequential or indirect damages or losses sustained by the
other party.
10. RECORDS;
RIGHT TO AUDIT.
(a) The
Sub-Adviser agrees to maintain in the form and for the period required by Rule
31a-2 under the 1940 Act, all records relating to the Fund’s investments made by
the Sub-Adviser that are required to be maintained by the Fund pursuant to the
requirements of Rule 31a-1 under the 1940 Act. The Sub-Adviser agrees
that all records that it maintains on behalf of the Fund are the property of the
Fund, and the Sub-Adviser will surrender promptly to the Fund any such records
upon the Fund’s request; provided, however, that the Sub-Adviser may retain a
copy of such records. The Sub-Adviser 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 Fund, or if disclosure is expressly required by applicable
federal or state regulatory authorities or by this Agreement. In
addition, for the duration of this Agreement, the Sub-Adviser shall preserve for
the periods prescribed by Rule 31a-2 under the 1940 Act any such records as are
required to be maintained by it pursuant to this Agreement and shall transfer
all such records to any entity designated by the Adviser upon the termination of
this Agreement.
(b) The
Sub-Adviser agrees that all accounts, books and other records maintained and
preserved by it as required hereby will be subject at any time, and from time to
time, to such reasonable periodic, special and other examinations by the SEC,
the Fund’s auditors, any representative of the Fund, the Adviser, or any
governmental agency or other instrumentality having regulatory authority over
the Fund.
11. CONFIDENTIAL
INFORMATION
(a) The Sub-Adviser 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 Fund, or if disclosure is
expressly required by applicable federal or state regulatory authorities or by
this Agreement.
(b) Notwithstanding the
foregoing, the Sub-Adviser shall not disclose to any third party the “non-public
portfolio holdings” of the Fund, unless (1) there is a legitimate business
purpose for such disclosure, and (2) such third party agrees in writing with
Sub-Adviser 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.
12. MARKETING
MATERIALS.
(a) The
Fund shall furnish to the Sub-Adviser, prior to its use, each piece of
advertising, supplemental sales literature or other promotional material in
which the Sub-Adviser or any of its affiliates is named. No such
material shall be used except with prior written permission of the Sub-Adviser
or its delegate. The Sub-Adviser agrees to respond to any request for
approval on a prompt and timely basis. Failure by the Sub-Adviser to
respond within ten (10) calendar days to the Fund shall relieve the Fund of the
obligation to obtain the prior written permission of the
Sub-Adviser.
(b) The
Sub-Adviser shall furnish to the Fund, prior to its use, each piece of
advertising, supplemental sales literature or other promotional material in
which the Fund, the Adviser or any of the Adviser’s affiliates is
named. No such material shall be used except with prior written
permission of the Fund or its delegate. The Fund agrees to respond to
any request for approval on a prompt and timely basis. Failure by the
Fund to respond within ten (10) calendar days to the Sub-Adviser shall relieve
the Sub-Adviser of the obligation to obtain the prior written permission of the
Fund.
13. 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.
14. 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.
15. 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:
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(a)
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If
to the Sub-Adviser:
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SSgA
Funds Management, Inc.
Xxx
Xxxxxxx Xxxxxx
Xxxxxx,
XX 00000
Attn:
Chief Compliance Officer
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(b)
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If
to the Adviser:
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Lincoln
Investment Advisors Corporation
Xxx
Xxxxxxx Xxxxx
Xxxxxxx,
XX 00000
Attn:
Xxxxx Xxxxxxxxx
Facsimile
(000) 000-0000
16. CERTAIN
DEFINITIONS.
For the
purposes of this Agreement, the terms “vote of a majority of the outstanding
voting securities,” “interested persons,” and “assignment” shall have the
meaning defined in the 1940 Act, and subject to such orders or no-action letters
as may be granted by the SEC and/or its staff.
17. ADV
PART II RECEIPT
Concurrent with the execution of this
Agreement, the Sub-Adviser is delivering to the Adviser and to the Trust a copy
of Part II of its Form ADV, as revised, on file with the SEC. The
Adviser and the Trust hereby acknowledge receipt of such copy.
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
/s/ Xxxxx X. Xxxxxxxxx
Name: Xxxxx X.
Xxxxxxxxx
Title:
Chairman
SSGA
FUNDS MANAGEMENT, INC.
/s/ Xxxxx X.
Xxxx
Name:
Xxxxx X. Xxxx
Title:
President
Accepted
and agreed to
as of the
day and year
first
above written:
on behalf
of the [See attached Schedule B] Fund
/s/ Xxxxx
X. Xxxxxxxxx
Name: Xxxxx
X. Xxxxxxxxx
Title: President
566218/2
SCHEDULE
A
Fee
Schedule
Pursuant
to Section 3 of the attached Sub-Advisory Agreement between Lincoln Investment
Advisors Corporation (the “Adviser”) and SSgA Funds Management, Inc. (the
“Sub-Adviser”) with respect to multiple Funds of the Lincoln Variable Insurance
Products Trust (the “Trust”), the Adviser shall pay the Sub-Adviser a fee each
month based on the average daily net assets of the Fund during the
month. The Adviser shall pay to the Sub-Adviser compensation at an
annual rate as follows:
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Name
of Portfolio
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Annual Fee as A Percentage of
Average Daily Net Assets
|
|
LVIP
SSgA Large Cap 000 Xxxx*
Xxxxx
Xxxxxx Global Advisors
|
.18%
of first 50 Million
.10%
of next 50 Million
.05%
of next 400 Million
.02%
over 500 Million
|
|
LVIP
SSgA Small/Mid Cap 000 Xxxx*
Xxxxx
Xxxxxx Global Advisors
|
.18%
of first 50 Million
.10%
of next 50 Million
.05%
of next 400 Million
.02%
over 500 Million
|
|
LVIP
SSgA Developed International 000 Xxxx*
Xxxxx
Xxxxxx Global Advisors
|
.18%
of first 50 Million
.10%
of next 50 Million
.06%
of next 400 Million
.04%
over 500 Million
|
|
LVIP
SSgA Emerging Markets 000 Xxxx*
Xxxxx
Xxxxxx Global Advisors
|
.18%
of first 50 Million
.10%
of next 50 Million
.06%
of next 400 Million
.05%
over 500 Million
|
|
LVIP
SSgA International Index Fund**
State
Street Global Advisors
|
.10%
of first 50 Million
.08%
of next 50 Million
.06%
of next 400 Million
.04%
over 500 Million
|
|
LVIP
SSgA Bond Index Fund**
State
Street Global Advisors
|
.06%
of first 100 Million
.03%
of next 400 Million
.02%
over 500 Million
|
|
LVIP
SSgA Small-Cap Index Fund**
State
Street Global Advisors
|
.030%
of first 500 Million
.020%
over 500 Million
|
|
LVIP
SSgA S & P 500 Index Fund**
State
Street Global Advisors
|
.015%
of first 1 Billion
.010%
over 1 Billion
|
* Subject
to a minimum annual fee of $50,000.
** Subject
to a minimum annual fee of $100,000.
566218/2
Schedule
B
Funds
Sub-Advised by SSgA
XXXX XXxX
Xxxxx Xxx 000 Xxxx
XXXX XXxX
Small-Mid Cap 200 Fund
LVIP SSgA
Developed International 150 Fund
LVIP SSgA
Emerging Markets 100 Fund
LVIP SSgA
International Index Fund
LVIP SSgA
Bond Index Fund
LVIP SSgA
Small-Cap Index Fund
LVIP SSgA
S&P 500 Index Fund
566218/2
INVESTMENT
MANAGEMENT AGREEMENT
THIS
AGREEMENT is made by and between the LINCOLN VARIABLE INSURANCE PRODUCTS TRUST
(the “Trust”), a Delaware statutory trust, on behalf of each of its series (the
“Funds”), which are listed in Schedule A to this Agreement, and LINCOLN
INVESTMENT ADVISORS CORPORATION (the “Investment Manager”), a Tennessee
corporation.
WITNESSETH:
WHEREAS, the
Trust has been organized and operates as a series investment company registered
under the Investment Company Act of 1940, as amended (the “1940 Act”);
and
WHEREAS,
each Fund engages in the business of investing and reinvesting its assets in
securities; and
WHEREAS, the Investment Manager is
registered under the Investment Advisers Act of 1940 as an investment adviser
and engages in the business of providing investment management services;
and
WHEREAS, each Fund and the Investment
Manager desire to enter into this Agreement.
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. The Trust hereby employs
the Investment Manager to manage the investment and reinvestment of each Fund’s
assets and to administer its affairs, subject to the direction of the Trust’s
Board of Trustees and officers for the period and on the terms hereinafter set
forth. The Investment Manager hereby accepts such employment and agrees during
such period to render the services and assume the obligations herein set forth
for the compensation herein provided. The Investment Manager shall for all
purposes herein be deemed to be an independent contractor, and shall, unless
otherwise expressly provided and authorized, have no authority to act for or
represent the Funds in any way, or in any way be deemed an agent of the Funds.
The Investment Manager shall regularly make decisions as to what securities and
other instruments to purchase and sell on behalf of each Fund and shall effect
the purchase and sale of such investments in furtherance of each Fund’s
objectives and policies. The Investment Manager shall furnish the
Board of Trustees with such information and reports regarding each Fund’s
investments as the Investment Manager deems appropriate or as the Board of
Trustees may reasonably request.
2. 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 corporate existence; the maintenance
of its own books, records and procedures; dealing with each Fund’s shareholders;
the payment of dividends; transfer of shares, including issuance, redemption and
repurchase of shares; preparation of share certificates; reports and notices to
shareholders; calling and holding of shareholders’ meetings; miscellaneous
office expenses; brokerage commissions; custodian fees; legal and accounting
fees; taxes; and federal and state registration fees. In conducting its own
business and affairs, the Trust may utilize its trustees, officers and
employees; may utilize the facilities and personnel of the Investment Manager
and its affiliates; and may enter into agreements with third parties, either
affiliated or non-affiliated, to perform any of these functions. In
the conduct of the respective businesses of the parties hereto and in the
performance of this Agreement, the Trust, the Investment Manager and its
affiliates may share facilities common to each, which may include, without
limitation, legal and accounting personnel, with appropriate proration of
expenses between them. Directors, officers and employees of the
Investment Manager or its affiliates may be directors, trustees and/or officers
of any of the investment companies within the Lincoln Financial Group
family. Directors, officers and employees of the Investment Manager
or its affiliates who are directors, trustees, and/or officers of these
investment companies shall not receive any compensation from such investment
companies for acting in such dual capacity.
3. (a) Subject to the primary objective of obtaining the
best execution, the Investment Manager may place orders for the purchase and
sale of portfolio securities and other instruments with such broker/dealers
selected who provide statistical, factual and financial information and services
to the Funds, to the Investment Manager, to any sub-adviser (as defined in
Paragraph 5 hereof, a “Sub-Adviser”) or to any other fund for which the
Investment Manager or any Sub-Adviser provides investment advisory services
and/or with broker/dealers who sell shares of the Fund or who sell shares of any
other investment company (or series thereof) for which the Investment Manager or
any Sub-Adviser provides investment advisory services. Broker/dealers who sell
shares of any investment company or series thereof for which the Investment
Manager or Sub-Adviser provides investment advisory services shall only receive
orders for the purchase or sale of portfolio securities to the extent that the
placing of such orders is in compliance with the Rules of the Securities and
Exchange Commission and NASD Regulation, Inc.
(b) Notwithstanding
the provisions of subparagraph (a) above and subject to such policies and
procedures as may be adopted by the Board of Trustees and officers of the Trust,
the Investment Manager may cause a Fund to pay a member of an exchange, broker
or dealer an amount of commission for effecting a securities transaction in
excess of the amount of commission another member of an exchange, broker or
dealer would have charged for effecting that transaction, in such instances
where the Investment Manager has 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 member, broker or dealer, viewed in terms of either
that particular transaction or the Investment Manager’s overall responsibilities
with respect to the Fund and to other investment companies (or series thereof)
and other advisory accounts for which the Investment Manager or any Sub-Adviser
exercises investment discretion.
4. As
compensation for the services to be rendered to each Fund by the Investment
Manager under the provisions of this Agreement, each Fund shall pay monthly to
the Investment Manager exclusively from that Fund’s assets, a fee based on the
average daily net assets of that Fund during the month. Such fee shall be
calculated in accordance with the fee schedule applicable to that Fund as set
forth in Schedule A hereto.
If this Agreement is terminated prior
to the end of any calendar month with respect to a particular Fund, the
management fee for such Fund shall be prorated for the portion of any month in
which this Agreement is in effect with respect to such Fund according to the
proportion which the number of calendar days during which the Agreement is in
effect bears to the number of calendar days in the month, and shall be payable
within 10 calendar days after the date of termination.
5. The
Investment Manager may, at its expense, select and contract with one or more
investment advisers registered under the Investment Advisers Act of 1940
(“Sub-Advisers”) to perform some or all of the services for a Fund for which it
is responsible under this Agreement. The Investment Manager will
compensate any Sub-Adviser for its services to the Fund. The Investment Manager
may terminate the services of any Sub-Adviser at any time with the approval of
the Board of Trustees. At such time, the Investment Manager shall
assume the responsibilities of such Sub-Adviser unless and until a successor
Sub-Adviser is selected and the approval of the Board of Trustees and any
requisite shareholder approval is obtained. The Investment Manager
will continue to have responsibility for all advisory services furnished by any
Sub-Adviser.
6. The
services to be rendered by the Investment Manager to each Fund under the
provisions of this Agreement are not to be deemed to be exclusive, and the
Investment Manager 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 impaired thereby.
7. The Investment Manager, its trustees, 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 any
Fund or to any other investment company, corporation, association, firm or
individual.
8. It is understood and agreed that so long as the Investment Manager
and/or its advisory affiliates shall continue to serve as each Fund’s investment
adviser, other investment companies as may be sponsored or advised by the
Investment Manager or its affiliates shall have the right to adopt and to use
the words “LIAC,” “Lincoln Investment Advisors Corporation” in their names and
in the names of any series or class of shares of such investment
companies.
9. In the absence of willful misfeasance, bad faith, gross
negligence, or a reckless disregard of the performance of its duties as the
Investment Manager to each Fund, the Investment Manager shall not be subject to
liability to the Fund or to any shareholder of the Fund 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.
10. This
Agreement shall be executed and become effective as of the date written below,
and shall become effective with respect to each Fund as of the effective date
set forth in Schedule A for that Fund, if approved by the vote of a majority of
the outstanding voting securities of that Fund. It shall continue in
effect for an initial period of two years for each Fund and may be renewed
thereafter only so long as such renewal and continuance is specifically approved
at least annually by the Board of Trustees or by the vote of a majority of the
outstanding voting securities of that Fund and only if the terms and the renewal
hereof have been approved by the vote of a majority of the Trustees who are not
parties hereto or interested persons of any such party, cast in person at a
meeting called for the purpose of voting on such
approval. Notwithstanding the foregoing, this Agreement may be
terminated as to any Fund by the Fund at any time, without the payment of a
penalty, on not more than sixty days’ written notice to the Investment Manager
of the Fund’s intention to do so, pursuant to action by the Board of Trustees or
pursuant to the vote of a majority of the outstanding voting securities of the
affected Fund. The Investment Manager may terminate this Agreement as
to any Fund at any time, without the payment of a penalty, on sixty days’
written notice to the Trust of its intention to do so. Upon
termination of this Agreement as to a Fund, the obligations of that Fund and the
Investment Manager with respect to that Fund shall cease and terminate as of the
date of such termination, except for any obligation to respond for a breach of
this Agreement committed prior to such termination, and except for the
obligation of the Fund to pay to the Investment Manager the fee provided in
Paragraph 4 hereof, prorated to the date of termination. This Agreement shall
automatically terminate in the event of its assignment.
11. This
Agreement shall extend to and bind the heirs, executors, administrators and
successors of the parties hereto.
12. For
the purposes of this Agreement, the terms “vote of a majority of the outstanding
voting securities”; “interested persons”; and “assignment” shall have the
meaning defined in the 1940 Act.
IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be signed by
their duly authorized officers and duly attested as of the 30th day of
April, 2007.
|
LINCOLN
VARIABLE INSURANCE PRODUCTS TRUST, on behalf of each of its
series
/s/ Xxxxx
X. Xxxxxxxxx
Name: Xxxxx
X. Xxxxxxxxx
Title:
President
|
|
LINCOLN
INVESTMENT ADVISORS CORPORATION
/s/ Xxxxx
X. Xxxxxxx
Name: Xxxxx
X. Xxxxxxx
Title:
Second Vice Xxxxxxxxx
|
000000/0
X-
XXXXXXXX A
THIS SCHEDULE A lists the Funds for
which the Investment Manager provides investment management services pursuant to
this Agreement:
|
Fund
Name
|
Management
Fee Schedule
(as
a percentage of average daily net assets)
|
Effective
Date
|
|
LVIP
Capital Growth Fund
|
.75%
of the first $100 million;
.70%
of the next $150 million;
.65%
of the next $750 million; and
.60%
of the excess over $1 billion
|
April
30, 2007
|
|
LVIP
Xxxxx & Steers Global Real Estate Fund
|
.95%
|
April
30, 2007
|
|
LVIP
Columbia Value Opportunities Fund
|
1.05%
of the first $60 million;
.75%
of the next $90 million; and
.65%
of the excess over $150 million
|
April
30, 2007
|
|
LVIP
Delaware Bond Fund
|
.48%
of the first $200 million;
.40%
of the next $200 million; and
.30%
of the excess over $400 million
|
April
30, 2007
|
|
LVIP
Delaware Growth and Income Fund
|
.48%
of the first $200 million;
.40%
of the next $200 million; and
.30%
of the excess of $400 million
|
April
30, 2007
|
|
LVIP
Delaware Managed Fund
|
.48%
of the first $200 million;
.40%
of the next $200 million; and
.30%
of the excess over $400 million
|
April
30, 2007
|
|
LVIP
Delaware Social Awareness Fund
|
.48%
of the first $200 million;
.40%
of the next $200 million; and
.30%
of the excess over $400 million
|
April
30, 2007
|
|
LVIP
Delaware Special Opportunities Fund
|
.48%
of the first $200 million;
.40%
of the next $200 million; and
.30%
of the excess over $400 million
|
Xxxxx
00, 0000
|
|
XXXX
XX Equity-Income Fund
|
.75%
of the first $500 million; and
.70%
of the excess over $500 million
|
April
30, 2007
|
|
LVIP
Janus Capital Appreciation Fund
|
.75%
of the first $500 million; and
.70%
of the excess over $500 million
|
April
30, 2007
|
|
LVIP
Xxxxxxx International Growth Fund
|
1.00%
of the first $50 million;
.95%
of the next $50million;
.90%
of the next $50 million;
.85%
of the next $100 million; and
.80%
of the excess over $250 million
|
April
30, 2007
|
|
LVIP
MFS Value Fund
|
.75%
of the first $75 million;
.70%
of the next $75 million;
.65%
of the next $50 million; and
.60%
of the excess over $200 million
|
April
30, 2007
|
|
LVIP
Mid-Cap Value Fund
|
1.05%
of the first $25 million;
.95%
of the next $25 million;
.85%
of the next $50 million;
.75%
of the next $150 million; and
.70%
of the excess over $250 million
|
April
30, 2007
|
|
LVIP
Mondrian International Value Fund
|
.90%
of the first $200 million;
.75%
of the next $200 million; and
.60%
of the excess over $400 million
|
April
30, 2007
|
|
LVIP
Money Market Fund
|
.48%
of the first $200 million;
.40%
of the next $200 million; and
.30%
of the excess over $400 million
|
April
30, 2007
|
|
LVIP
SSgA Bond Index Fund
|
.40%
|
May
1, 2008
|
|
LVIP
SSgA International Index Fund
|
.40%
|
May
1, 2008
|
|
LVIP
SSgA Developed International 150 Fund
|
.75%
|
May
1, 2008
|
|
LVIP
SSgA Emerging Markets 100 Fund
|
1.09%
|
June
18, 2008
|
|
LVIP
SSgA Large Cap 100 Fund
|
.52%
|
May
1, 2008
|
|
LVIP
SSgA S&P 500 Index Fund
|
.24%
of the first $500 million;
.20%
of the next $500 million; and
.16%
of the excess over $1 billion
|
April
30, 2007
|
|
LVIP
SSgA Small-Cap Index Fund
|
.32%
|
April
30, 2007
|
|
LVIP
SSgA Small-Mid Cap 200 Fund
|
.69%
|
May
1, 2008
|
|
LVIP
X. Xxxx Price Growth Stock Fund
|
.80%
of the first $50 million;
.75%
of the next $50 million;
.70%
of the next $150 million;
.65%
of the next $250 million; and
.60%
of the excess over $500 million
|
April
30, 2007
|
|
LVIP
X. Xxxx Price Structured Mid-Cap Growth Fund
|
.75%
of the first $200 million;
.70%
of the next $200 million; and
.65%
of the excess over $400 million
|
April
30, 2007
|
|
LVIP
Xxxxxxxxx Growth Fund
|
.75%
of the first $200 million;
.65%
of the next $300 million; and
.60%
of the excess over $500 million
|
April
30, 2007
|
|
LVIP
Xxxxxx Mid-Cap Growth Fund
|
.90%
of the first $25 million;
.85%
of the next $50 million;
.80%
of the next $75 million;
.70%
of the next $100 million; and
.65%
of the excess over $250 million
|
April
30, 2007
|
|
LVIP
UBS Global Asset Allocation Fund
|
.75%
of the first $200 million;
.70%
of the next $200 million; and
.68%
of the excess over $400 million
|
April
30, 2007
|
|
LVIP
Wilshire Aggressive Profile Fund
|
.25%
|
April
30, 2007
|
|
LVIP
Wilshire Conservative Profile Fund
|
.25%
|
April
30, 2007
|
|
LVIP
Wilshire Moderate Profile Fund
|
.25%
|
April
30, 2007
|
|
LVIP
Wilshire Moderately Aggressive Profile Fund
|
.25%
|
April
30, 2007
|
|
LVIP
Wilshire 2010 Profile Fund
|
.25%
|
April
30, 2007
|
|
LVIP
Wilshire 2020 Profile Fund
|
.25%
|
April
30, 2007
|
|
LVIP
Wilshire 2030 Profile Fund
|
.25%
|
April
30, 2007
|
|
LVIP
Wilshire 2040 Profile Fund
|
.25%
|
April
30, 2007
|
429929/4
A-
