EXHIBIT 28(D)(1)(A)
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.
2
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
3
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.
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LINCOLN VARIABLE INSURANCE PRODUCTS TRUST,
on behalf of each of its series
/s/ Xxxxxx X. Xxxxx
-----------------------------------------
Xxxxxx X. Xxxxx
Name: Xxxxxx X. Xxxxx
Title: President
LINCOLN INVESTMENT ADVISORS CORPORATION
/s/ Xxxxxxx X. Xxxxx, Xx.
-----------------------------------------
Xxxxxxx X. Xxxxx, Xx.
Name: Xxxxxxx X. Xxxxx, Xx.
Title: Second Vice President & Chief Accounting Officer
5
SCHEDULE A
THIS SCHEDULE A lists the Funds for which the Investment Manager
provides investment management services pursuant to this Agreement:
MANAGEMENT FEE SCHEDULE
FUND NAME (AS A PERCENTAGE OF AVERAGE DAILY NET ASSETS) EFFECTIVE DATE
----------------------------------------------------- --------------------------------------------- ---------------
LVIP American Balanced Allocation Fund .25% July 30, 2010
LVIP American Growth Allocation Fund .25% July 30, 2010
LVIP American Income Allocation Fund .25% July 30, 2010
LVIP BlackRock Inflation Protected Bond Fund 0.45% of the first $500 million; and April 30, 2010
0.40% of the excess over $500 million
LVIP Capital Growth Fund .75% of the first $100 million; April 30, 2007
.70% of the next $150 million;
.65% of the next $750 million; and
.60% of the excess over $1 billion
LVIP Xxxxx & Steers Global Real Estate Fund .95% April 30, 2007
LVIP Columbia Value Opportunities Fund 1.05% of the first $60 million; April 30, 2007
.75% of the next $90 million; and
.65% of the excess over $150 million
LVIP Delaware Bond Fund .48% of the first $200 million; April 30, 2007
.40% of the next $200 million; and
.30% of the excess over $400 million
LVIP Delaware Diversified Floating Rate Fund 0.60% of the first $500 million; and April 30, 2010
0.55% of the excess over $500 million
LVIP Delaware Foundation Conservative Allocation Fund .75% May 1, 2009
LVIP Delaware Foundation Conservative Allocation Fund .75% May 1, 2009
A-1
MANAGEMENT FEE SCHEDULE
FUND NAME (AS A PERCENTAGE OF AVERAGE DAILY NET ASSETS) EFFECTIVE DATE
----------------------------------------------------- --------------------------------------------- ---------------
LVIP Delaware Foundation Conservative Allocation Fund .75% May 1, 2009
LVIP Delaware Growth and Income Fund .48% of the first $200 million; April 30, 2007
.40% of the next $200 million; and
.30% of the excess of $400 million
LVIP Delaware Social Awareness Fund .48% of the first $200 million; April 30, 2007
.40% of the next $200 million; and
.30% of the excess over $400 million
LVIP Delaware Special Opportunities Fund .48% of the first $200 million; April 30, 2007
.40% of the next $200 million; and
.30% of the excess over $400 million
LVIP Dimensional U.S. Equity Fund .25% April 30, 2011
LVIP Dimensional Non-U.S.. Equity Fund .25% April 30, 2011
LVIP Total Bond Fund .25% April 30, 2011
LVIP Vanguard Domestic Equity ETF Fund .25% April 30, 2011
LVIP Vanguard International Equity ETF Fund .25% April 30, 2011
LVIP Global Income Fund .65% May 1, 2009
LVIP Janus Capital Appreciation Fund .75% of the first $500 million; and April 30, 2007
.70% of the excess over $500 million
LVIP X.X. Xxxxxx High Yield Fund 0.65% of the first $500 million; and April 30, 2010
0.60% of the excess over $500 million
LVIP MFS International Growth Fund 1.00% of the first $50 million; October 1, 2010
.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
LVIP MFS Value Fund .75% of the first $75 million; April 30, 2007
.70% of the next $75 million;
.65% of the next $50 million; and
.60% of the excess over $200 million
A-2
MANAGEMENT FEE SCHEDULE
FUND NAME (AS A PERCENTAGE OF AVERAGE DAILY NET ASSETS) EFFECTIVE DATE
----------------------------------------------------- --------------------------------------------- ---------------
LVIP Mid-Cap Value Fund 1.05% of the first $25 million; April 30, 2007
.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
LVIP Mondrian International Value Fund .90% of the first $200 million; April 30, 2007
.75% of the next $200 million; and
.60% of the excess over $400 million
LVIP Money Market Fund .48% of the first $200 million; April 30, 2007
.40% of the next $200 million; and
.30% of the excess over $400 million
LVIP SSgA Bond Index Fund .40% May 1, 2008
LVIP SSgA Conservative Index Allocation Fund .25% July 30, 2010
LVIP SSgA Conservative Structured Allocation Fund .25% July 30, 2010
LVIP SSgA Developed International 150 Fund .75% May 1, 2008
LVIP SSgA Emerging Markets 100 Fund 1.09% June 18, 2008
LVIP SSgA Global Tactical Allocation Fund .25% July 30, 2010
LVIP SSgA International Index Fund .40% May 1, 2008
LVIP SSgA Large Cap 100 Fund .52% May 1, 2008
LVIP SSgA Moderate Index Allocation Fund .25% July 30, 2010
LVIP SSgA Moderately Aggressive Index Allocation Fund .25% July 30, 2010
LVIP SSgA Moderate Structured Allocation Fund .25% July 30, 2010
LVIP SSgA Moderately Aggressive Structured .25% July 30, 2010
Allocation Fund
LVIP SSgA S&P 500 Index Fund .24% of the first $500 million; April 30, 2007
.20% of the next $500 million; and
.16% of the excess over $1 billion
LVIP SSgA Small-Cap Index Fund .32% April 30, 2007
LVIP SSgA Small-Mid Cap 200 Fund .69% May 1, 2008
A-3
MANAGEMENT FEE SCHEDULE
FUND NAME (AS A PERCENTAGE OF AVERAGE DAILY NET ASSETS) EFFECTIVE DATE
----------------------------------------------------- --------------------------------------------- ---------------
LVIP X. Xxxx Price Growth Stock Fund .80% of the first $50 million; April 30, 2007
.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
LVIP X. Xxxx Price Structured Mid-Cap Growth Fund .75% of the first $200 million; April 30, 2007
.70% of the next $200 million; and
.65% of the excess over $400 million
LVIP Xxxxxxxxx Growth Fund .75% of the first $200 million; April 30, 2007
.65% of the next $300 million; and
.60% of the excess over $500 million
LVIP Xxxxxx Mid-Cap Growth Fund .90% of the first $25 million; April 30, 2007
.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
LVIP Xxxxx Fargo Intrinsic Value Fund .75% of the first $500 million; and October 1, 2009
.70% of the excess over $500 million
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
LVIP 2050 Profile Fund .25% April 30, 2011
A-4
