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
Xxxxx
X. Xxxxxxxxx
Name: Xxxxx
X. Xxxxxxxxx
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
|
429929/8
SCHEDULE
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 Foundation Conservative Allocation Fund
|
.75%
|
May
1, 2009
|
|
LVIP
Delaware Foundation Conservative Allocation Fund
|
.75%
|
May
1, 2009
|
|
LVIP
Delaware Foundation Conservative Allocation Fund
|
.75%
|
May
1, 2009
|
|
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 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
|
April
30, 2007
|
|
LVIP
Global Income Fund
|
.65%
|
May
1, 2009
|
|
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
Xxxxx Fargo Intrinsic Value Fund
|
.75%
of the first $500 million; and
.70%
of the excess over $500 million
|
October
1, 2009
|
|
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
|
429929/8 A-
AMENDMENT TO SCHEDULE A
OF
LINCOLN
VARIABLE INSURANCE PRODUCT TRUST
THIS AMENDMENT TO SCHEDULE A,
made this 151 day of October, 2009, is
between Lincoln Investment Advisors Corporation, a Tennessee corporation with
offices at 0000 Xxxxx Xxxxxxx Xxxxxx, Xxxx Xxxxx, Xxxxxxx, 00000 ("Lincoln
Investment Advisors") and Wellington Management Company, LLP, 00 Xxxxx Xxxxxx,
Xxxxxx, Xxxxxxxxxxxxx 00000 (Wellington).
Recitals
1. Lincoln
Investment Advisors currently selves as investment adviser to the Lincoln
Variable Insurance Products Trust (the "Trust");
2. Lincoln
Investment Advisors has contracted with Wellington to serve as sub-adviser to
the LVIP Mid-Cap Value Fund (the "Fund")
pursuant to an Investment sub-advisory Agreement dated April 30,
2007;
3, The
Trust and Lincoln Investment Advisors have received an Exemptive order from the
Securities and Exchange Commission permitting them to hire sub-advisers and
materially amend sub-advisory agreements without shareholder
approval;
4. Wellington
and Lincoln Investment Advisors have agreed to reduce the sub-advisory fee on
the Trust.
Representations
A. Wellington
represents that it will not reduce the quality or quantity of its services to
the Trust under the Agreement as a result of the reduced fee schedule contained
in this Amendment, however Wellington makes no representation or warranty,
express or implied, that any level of performance or investment results will be
achieved by the Trust or that the Trust will perform comparably with any
standard or index, including other clients of Wellington.
X. Xxxxxxx
Investment Advisors represents and warrants that: (1) it will not reduce the
quality or quantity of its services to the Fund under the Agreement as a result
of the reduced fee schedule contained in this Amendment; (ii) approval of this
revised fee schedule has been obtained from the Trust's Board of Directors at an
in-person meeting held September 10 and 11, 2009; and (iii) the terms of this
Amendment comply with the terms and conditions of the Exemptive
order.
|
73493113 LVIP
Mid-Cap Value Fund
|
Amendment
Now
therefore, for good and valuable consideration, receipt where of is hereby
acknowledged, the parties agree as follows:
1. The Recitals are incorporated herein
and made a part hereof.
2. The Representations made herein are
incorporated and made a part hereof.
3. Schedule A shall be deleted and
replaced with the attached amended Schedule A effective October 1, 2009, to
reflect a reduction in the sub-advisory fee for the Trust paid by Lincoln
Investment Advisors to Wellington.
4. The Agreement, as amended by This
Amendment, is ratified and confirmed.
5. This Amendment may be executed in two
or more counterparts which together shall constitute one
instrument.
LINCOLN
INVESTMENT ADVISORS CORPORATION
By:
Name: Xxxxx Xxxxxxx
Title:
Second Vice President
Wellington Management Company,
LLP
By:_____________________________
Name: Xxxxxxx X.
Xxxxxxxxxx
Title: Senior Vice
President
|
79493113 LV[P
Mid-Cap Value Fund
|
|
i
|
Schedule A
Effective
October 1, 2009
|
||||||||
|
Name
of Fund
|
Annual
Fee as a Percentage of Average
Daily
Net Assets
0.65%
of first $50 million
0.55%
of next $50 million
0.45%
of excess over $100 million
|
||||||||
|
LVIP
Mid-Cap Value Fund
|
|||||||||
June 17,
2009
Xxxxxxxxxxxx,
XX 00000
Re: Sub-Advisory Fee Waiver
Agreement - LVIP Money Market Fund Ladies and Gentlemen:
To
maintain a positive net yield for the LVIP Money Market Fund (the "Fund"), a
series of the Lincoln Variable Insurance Products Trust (the "Trust"), Lincoln
Investment Advisors Corporation (the "Advisor") has agreed to temporarily and
voluntarily waive all or any portion of the advisory fee payable by the Fund to
the Adviser, as set forth in the attached agreement dated February 20, 2009
("Advisory Fee Waiver Agreement"). This letter agreement ("Sub-Advisory Fee
Waiver Agreement") confirms the sub-advisory fee waiver between Delaware
Management Company, a series of Delaware Management Business Trust (the
"Sub-Advisor") and the Adviser with respect to the Fund.
|
1.
|
Sub-Advisory Fee Waiver.
By this Sub-Advisory Fee Waiver Agreement, the Sub-Advisor agrees
to temporarily and voluntarily waive all or any portion of the
sub-advisory fee payable by the Adviser to the Sub-Adviser under the
Sub-Advisory Agreement dated as of April 30, 2007. The amounts) waived by
the Sub-Adviser under this Sub-Advisory Fee Waiver Agreement shall be pro
rated and calculated on a monthly basis as set forth in the attached
Schedule A.
|
|
2.
|
Reimbursement. In the
event the Adviser is reimbursed by the Fund for any advisory fees waived
as provided in the Advisory Fee Waiver Agreement, the Sub-Adviser shall be
entitled to reimbursement from the Adviser of any sub-advisory fee waived
on a first-in first-out pro rata
basis.
|
|
3.
|
Term and Termination.
This Sub-Advisory Fee Waiver Agreement shall become effective as of
the date of this Sub-Advisory Fee Waiver Agreement and shall continue on a
month-to-month basis thereafter until terminated. Any party may terminate
this Sub-Advisory Fee Waiver Agreement at the end of a particular month by
giving at least thirty (30) days' advance written notice to the
other
|
pY.
|
|
4.
Governing Law.
This Sub-Advisory Fee Waiver Agreement shall be governed by, and
construed in accordance with, the laws of the State of Delaware, provided
that nothing in this Sub-Advisory Fee Waiver Agreement shall be construed
in a manner inconsistent with the Investment Company Act of 1940, or the
Investment Advisers Act of 1940.
|
Please
indicate your approval of this Sub-Advisory Fee Waiver Agreement by signing and
returning a copy of this letter to the Adviser.
Very
truly yours,
LINCOLN
INVESTMENT ADVISORS CORPORATION
By: Xxxxxx
Xxxxx
Date:
6/22/09
Agreed
to:
DELAWARE
MANAGEMENT COMPANY, a series of Delaware Management BusinTrust
|
[Missing Graphic Reference]
|
By:
Name:
RichardSalus
Title:
Senior Vice President
Date:
June 17, 2009
Schedule
A
On a
monthly basis, the Sub-Advisory Fee Waiver Amount shall be calculated as
follows:
(Gross Sub-Advisory Fee /
Gross Advisory Fee) *
Gross Advisory Fee Waiver
Amount = Sub-Advisory
Fee Waiver Amount
|
Ex.
|
Gross
Sub-Advisory Fee = $160,000 Gross Advisory Fee =
$350,000
|
Gross
Advisory Fee Waiver = $20,000
($160,000/$350,000)
* $20,000 = Sub-Advisory Fee Waiver Amount of $9,142.86
SUB-ADVISORY
AGREEMENT
This
Sub-Advisory Agreement ("Agreement") executed as of October 1, 2009, is between
LINCOLN INVESTMENT ADVISORS CORPORATION, a Tennessee corporation (the
"Adviser"), and Metropolitan West Capital Management, LLC, a California limited
liability company and a subsidiary of Xxxxx Fargo and Company (the
"Sub-Adviser").
WHEREAS,
Lincoln Variable Insurance Products Trust (the "Trust"), on behalf of the LVIP
FI Equity-Income Fund (the "Fund"), has entered into an Investment Management
Agreement, dated April 30, 2007, 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 specified herein, 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 F.
(a) 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"). In the event Section 817(h) of the Code is amended, the
Adviser shall notify the Sub-Adviser of such event, and the Sub-Adviser shall
cause the investment program for the Fund to comply with such amendment(s). 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 xxxxx 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-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 and to the extent permitted by the
Sub-Adviser's internal guidelines or policies regarding directed brokerage). 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
fixtures 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, 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.
(e) 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.
(f) 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.
(g) 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.
(h) 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.
(i) 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.
(j) The
Sub-Adviser shall furnish the Adviser, the Board of Trustees andlor the Chief
Compliance Officer of the Trust andlor 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 Grannn-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 andlor the Chief Compliance Officer of the Trust andlor
the Adviser from time to time to examine and review the Sub-Adviser's compliance
program and its adherence thereto.
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.
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.
5.
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.
6. 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 sewed 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.
7. 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 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 the investment program for the Fund meets the
diversification requirements of Section 817(h) of the Code, as required by
Section 1 of this Agreement, shall constitute gross negligence per se under
sub-paragraph 7(a) above.
(e)
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.
8. INDEMNIFICATION.
The
Sub-Adviser agrees to indemnify the Adviser and the Funds 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 Funds may become subject as a result of:
(a) any
failure by the Sub-Adviser, whether unintentional or in good faith or otherwise,
to adequately diversify the investment program of the Fund pursuant to the
requirements of Section 817(h) of the Code, and the regulations issued
thereunder; or
(b) any
untrue statement of a material fact contained in disclosure provided by the
Sub-Adviser 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.
9. 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 31 a-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
govermnental agency or other instrumentality having regulatory authority over
the Fund.
10.
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
trade 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 portfolio
holdings information.
11. MARKETING
MATERIALS:
(a) Sub-Adviser
authorized Adviser and the Fund to use, during the term of this Agreement, the
name "Xxxxx Fargo" in the name of the Fund. Upon termination of this Agreement
for any reason, the Adviser shall cease, and the Adviser shall use its best
efforts to cause the Fund to cease, all use of the "Xxxxx Fargo" name as soon as
reasonably practicable.
(b) 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.
(c) 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.
12. 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.
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799066-3
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13. 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.
14. 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:
(a) If to the
Sub-Adviser:
Metropolitan
West Capital Management, LLC 000 Xxxxxxx Xxxxxx Xxxxx, Xxxxx 0000 Xxxxxxx Xxxxx,
XX 00000
Attn:
Xxxxx Xxxxxxxx
Facsimile:
(000) 000-0000
(b) If to the
Adviser:
Lincoln
Investment Advisors Corporation 0000 Xxxxx Xxxxxxx Xxxxxx
Xxxx
Xxxxx, XX 00000
Attn:
Legal Counsel
Facsimile:
(000) 000-0000
15. CERTAIN
DEFINITIONS.
For the
purposes of this Agreement, the terns "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.
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IN
WITNESS WHEREOF, the parties have caused this instalment to be signed by their
duly authorized representatives, all as of the day and year first above
written.
LINCOLN
INVESTMENT ADVISORS CORPORATION
[Missing Graphic Reference]
[Missing Graphic Reference]
Name:
Xxxxx Xxxxxxxx Title: Managing Partner
Accepted
and agreed to as of the day and year first above written:
LINCOLN
VARIABLE INSURANCE PRODUCTS TRUST, on behalf of the LVIP Fl Equity-Income
Fund
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[Missing Graphic Reference]
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~. l
y A
Name:
Xxxxxxx X. F1ory,Jr.
Title: Second
Vice President, Chief Accounting officer
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799066-3
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SCHEDULE A Fee
Schedule
The
Adviser shall pay to the Sub-Adviser compensation monthly in arrears at an
annual rate as follows:
0.41% on
the first $250 million; and 0.35% on any excess over $250
million
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799066-3
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