EXHIBIT 28(D)(1)(A)
INVESTMENT MANAGEMENT AGREEMENT
THIS AGREEMENT is made by and between the LINCOLN ADVISORS TRUST (the
"Trust"), a Delaware statutory trust, on behalf of each of its series (each
referred to herein as the "Fund" or collectively as 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;
Lincoln Advisors Trust
transfer of shares, including issuance, redemption and repurchase of shares;
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 (SEC) and
the Financial Industry Regulatory Authority (FINRA).
(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
2
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
3
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 1st day of
November, 2011.
LINCOLN ADVISORS TRUST, on behalf of
each of its series
/s/ Xxxxxxx X. Xxxxx
----------------------------------------
Name: Xxxxxxx X. Xxxxx
Title: Vice President and Chief
Accounting Officer
LINCOLN INVESTMENT ADVISORS CORPORATION
/s/ Xxxxx X. Xxxxxxx
----------------------------------------
Name: Xxxxx X. Xxxxxxx
Title: Vice President
4
SCHEDULE A
THIS SCHEDULE A lists the Funds for which the Investment Manager provides
investment management services pursuant to this Agreement:
MANAGEMENT FEE SCHEDULE
(AS A PERCENTAGE OF AVERAGE
FUND NAME DAILY NET ASSETS) EFFECTIVE DATE
---------------------------------------- --------------------------- ----------------
Presidential Protected Profile 2010 Fund 0.40% November 1, 2011
Presidential Protected Profile 2020 Fund 0.40% November 1, 2011
Presidential Protected Profile 2030 Fund 0.40% November 1, 2011
Presidential Protected Profile 2040 Fund 0.40% November 1, 2011
Presidential Protected Profile 2050 Fund 0.40% November 1, 2011
A-1
