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 President
|
429929/5
SCHEDULE
A
THIS
SCHEDULE A lists the Funds for
which the Investment Manager provides investment management services pursuant
to
this Agreement, the management fee rate schedule for each Fund effective as
of
April 30, 2007:
|
Fund
Name
|
Management
Fee Schedule
(as
a percentage of average daily net assets)
|
|
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
|
|
LVIP
Xxxxx & Steers Global Real Estate Fund
|
.95%
|
|
LVIP
Delaware Bond Fund
|
.48%
of the first $200 million;
.40%
of the next $200 million; and
.30%
of the excess over $400 million
|
|
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
|
|
LVIP
Delaware Managed Fund
|
.48%
of the first $200 million;
.40%
of the next $200 million; and
.30%
of the excess over $400 million
|
|
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
|
|
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
|
|
LVIP
FI Equity-Income Fund
|
.75%
of the first $500 million; and
.70%
of the excess over $500 million
|
|
LVIP
Growth Opportunities Fund
|
.99%
|
|
LVIP
Janus Capital Appreciation Fund
|
.75%
of the first $500 million; and
.70%
of the excess over $500 million
|
|
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
|
|
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
|
|
LVIP
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
|
|
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
|
|
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
|
|
LVIP
Money Market Fund
|
.48%
of the first $200 million;
.40%
of the next $200 million; and
.30%
of the excess over $400 million
|
|
LVIP
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
|
|
LVIP
Small-Cap Index Fund
|
.32%
|
|
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
|
|
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
|
|
LVIP
Xxxxxxxxx Growth Fund
|
.75%
of the first $200 million;
.65%
of the next $300 million; and
.60%
of the excess over $500 million
|
|
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
|
|
LVIP
Value Opportunities Fund
|
1.05%
of the first $60 million;
.75%
of the next $90 million; and
.65%
of the excess over $150 million
|
|
LVIP
Wilshire Aggressive Profile Fund
|
.25%
|
|
LVIP
Wilshire Conservative Profile Fund
|
.25%
|
|
LVIP
Wilshire Moderate Profile Fund
|
.25%
|
|
LVIP
Wilshire Moderately Aggressive Profile Fund
|
.25%
|
|
LVIP
Wilshire 2010 Profile Fund
|
.25%
|
|
LVIP
Wilshire 2020 Profile Fund
|
.25%
|
|
LVIP
Wilshire 2030 Profile Fund
|
.25%
|
|
LVIP
Wilshire 2040 Profile Fund
|
.25%
|
000000/0
XXXX
Series 1
SUB-ADVISORY
AGREEMENT
LVIP
X. XXXX PRICE STRUCTURED MID-CAP GROWTH FUND
This
Sub-Advisory Agreement
(“Agreement”) executed as of April 30, 2007, is between LINCOLN INVESTMENT
ADVISORS CORPORATION, a New Hampshire corporation (the “Adviser”), and X. XXXX
PRICE ASSOCIATES, INC., a Maryland corporation (the “Sub-Adviser”).
WHEREAS,
Lincoln Variable Insurance Products Trust (the “Trust”), on behalf of the LVIP
X. Xxxx Price Structured Mid-Cap Growth 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 Sub-Adviser is principally engaged in the business of rendering investment
advisory services and is registered as an investment adviser under the
Investment Advisers Act of 1940, as amended; 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 FUND.
(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”). 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-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,
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 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.
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 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.
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.
8.
INDEMNIFICATION.
(a) Notwithstanding
Section
7, 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:
|
(i)
|
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
|
|
(ii)
|
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.
(b) The
Adviser agrees to
indemnify the Sub-Adviser for, and hold them 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)
pertaining to the Fund contained in the Fund’s Regulatory Filings, which
statement was not either provided by Sub-Adviser or submitted by Adviser to
Sub-Adviser for review.
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. 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.
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 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.
11. 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.
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.
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:
|
X.
Xxxx
Price Associates, Inc.
000
Xxxx
Xxxxx Xxxxxx
Xxxxxxxxx,
Xxxxxxxx 00000
Attn: Xxxx
X. Xxxxxxx
Facsimile
(000) 000-0000
|
(b)
|
If
to the Adviser:
|
Lincoln
Investment Advisors Corporation
Xxx
Xxxxxxx Xxxxx
Xxxxxxx,
XX 00000
Attn:
Xxxxxxx Xxxx
Facsimile
(000) 000-0000
15. 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.
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/
Xxxxxxx X. Xxxxx,
Xx.
Name: Xxxxxxx
X. Xxxxx, Xx.Title: Second Vice President
X.
XXXX
PRICE ASSOCIATES, INC.
/s/
Xxxxxxx X.
Xxxxxx.______
Name: Xxxxxxx
X. Xxxxxx
Title: Vice
President
Accepted
and agreed to
as
of the
day and year
first
above written:
on
behalf
of the LVIP X. Xxxx Price Structured Mid-Cap Growth Fund
/s/
Xxxxx X. Clevenger______
Name: Xxxxx
X. Xxxxxxxxx
Title: Xxxxxxxxx
000000/0
XXXX
Series 2, 6, 8, 9, 10, & 11
SUB-ADVISORY
AGREEMENT
This
Sub-Advisory Agreement
(“Agreement”) executed as of April 30, 2007, is between LINCOLN INVESTMENT
ADVISORS CORPORATION, a New Hampshire corporation (the “Adviser”),
and DELAWARE MANAGEMENT COMPANY, a series of Delaware Management Business Trust,
a Delaware statutory trust (the “Sub-Adviser”).
WHEREAS,
Lincoln Variable Insurance Products Trust (the “Trust”), on behalf of the each
of its series (the “Funds”) which are listed in Schedule A to this
Agreement, 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 Funds; 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 FUND.
(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. In the performance of its duties and
obligations under this Agreement, the Sub-Adviser will comply with the
diversification requirements of Section 817 of the Internal Revenue Code of
1986, as amended (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.
(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).
(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. Upon sixty (60) days’ written notice to the Sub-Adviser,
the Trustees may withdraw the authority granted to the Sub-Adviser pursuant
to
this Section.
(d) 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. 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,
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.
(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 to the Adviser
from
time to time at such reasonable times as the parties may agree to review
investment policies of the Fund and to consult with the Adviser 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
stated investment objectives, policies and restrictions of the Fund; (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 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.
(k) Except
as expressly provided under this Agreement, neither the Sub-Adviser nor any
of
its officers or employees shall act upon or disclose to any person any material
non-public information with respect to the Fund, the Trust or the Adviser,
including, without limitation, the portfolio holdings of the Fund.
(l) The
Sub-Adviser shall, as part of a complete portfolio compliance testing program,
perform quarterly 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. However, the Adviser agrees that the official testing
for the Fund’s compliance with the Internal Revenue Code of 1986 shall be
performed by the Adviser or by the Fund’s custodian. The Sub-Adviser
shall provide timely notice each calendar quarter if, in accordance with its
records, such diversification with respect to the Fund assets managed by the
Sub-Adviser was not satisfied. The Adviser agrees that in the event
that the Fund was not in compliance with Section 817(h) or Section 851 of the
Code that it will instruct the Sub-Adviser on the corrections that it should
take within 30 days of the end of the calendar quarter. If the Fund
fails the diversification requirements of Section 817(h) of the Code, the
Sub-Adviser shall assist the Adviser in the preparation of any request for
relief or argument to the Commissioner of the Internal Revenue Service pursuant
to Treas. Reg. Section 1-817-5(c)(2) and Revenue Procedures 92-95 (or its
successor).
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. 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 upon its execution, 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. Termination of this
Agreement pursuant to this Section 5 shall be without the payment of any
penalty.
(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 in conformance with the 1940 Act; provided, however, that this
Agreement may be terminated at any time:
(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) No
amendment to this Agreement shall be effective unless (i) there is
written consent of the parties to this Agreement and (ii) the
amendment is approved in a manner consistent with the 1940 Act as interpreted
or
permitted by the U.S. Securities and Exchange Commission (“SEC”) and/or its
staff.
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 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.
7. NONLIABILITY
OF SUB-ADVISER.
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,
the
Sub-Adviser shall not 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.
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 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. 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.
10. 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.
11. GOVERNING
LAW.
This
Agreement shall be governed by the laws of the State of Delaware, without regard
to conflict of law principles; provided, however, that nothing herein shall
be
construed as being inconsistent with the 1940 Act.
12. 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.
13. 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.
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.
Xxxxxxx
Name: Xxxxx
X. Xxxxxxx
Title: Second
Vice President
DELAWARE
MANAGEMENT COMPANY, a series of Delaware Management Business Trust
/s/ See
Xxxx
Xxxx
Name: See
Xxxx
Xxxx
Title: Executive
Vice
President
Accepted
and agreed to
as
of the
day and year
first
above written:
on
behalf
of its series listed on Schedule A
/s/ Xxxxx
X.
Xxxxxxxxx
Name: Xxxxx
X. Xxxxxxxxx
Title: President
145938/7
SCHEDULE
A
Fee
Schedule
The
Adviser shall pay to the
Sub-Adviser compensation at an annual rate as follows:
|
Fund
|
Annual
Rate
As
a Percent of
Average
Daily
Net
Assets___
|
|
Bond
Fund . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
.
|
0.18%
|
|
Growth
and Income Fund . . . . . . . . . . . . . . . . . .
|
0.20%
|
|
Managed
Fund . . . . . . . . . . . . . . . . . . . . . . . . . . .
|
0.19%
|
|
Money
Market Fund . . . . . . . . . . . . . . . . . . . . . .
|
0.18%
|
|
Social
Awareness Fund . . . . . . . . . . . . . . . . . . . .
|
0.20%
|
|
Special
Opportunities Fund . . . . . . . . . . . . . . . . .
|
0.20%
|
000000/0
XXXX
Series 3
This
Sub-Investment Management Agreement (this "Agreement") is entered into as
of
April
30,
2007, by and between Lincoln Investment Advisors Corporation, a New Hampshire
corporation ("Investment Manager") and Janus Capital Management LLC, a Delaware
Limited Liability Company ("Sub-Investment Manager").
WHEREAS,
the Investment Management Agreement provides that Investment Manager may engage
a sub-investment manager to furnish investment information and advice to assist
Investment Manager in carrying out its responsibilities under the Investment
Management Agreement;
WHEREAS,
Investment Manager and the Fund desire to retain Sub-Investment Manager to
render investment advisory services to Investment Manager in the manner and
on
the terms set forth in this Agreement.
NOW,
THEREFORE, in consideration of the mutual covenants and agreements set forth
in
this Agreement, Investment Manager and Sub-Investment Manager agree as
follows:
1. Sub-Investment
Management Services.
(a) The
LVIP Janus Capital Appreciation Fund (the “Fund”) is a series of the Lincoln
Variable Insurance Products Trust (the “Trust”). Sub-Investment
Manager shall, subject always to the control of the Trust’s Board of Trustees
and to the supervision of Investment Manager, manage the investment and
reinvestment of the assets of the Fund. Sub-Investment Manager is
authorized, in its discretion and without prior consultation with Investment
Manager, to buy, sell, lend, and otherwise trade in any stocks, bonds, and
other
securities and investment instruments on behalf of the Fund. Subject
to the investment objectives, policies, and restrictions concerning the Fund
set
forth in the Fund’s registration statement under the Investment Company Act of
1940, the Fund may be invested in such proportions of stocks, bonds, other
securities or investment instruments, or cash, as Sub-Investment Manager shall
determine. Sub-Investment Manager is responsible for compliance with
the provisions of Section 817(h) of the Internal Revenue Code of 1986, as
amended, applicable to the Fund.
(b) Sub-Investment
Manager shall furnish Investment Manager monthly, quarterly, and annual reports
concerning transactions and performance of the Fund in such form as may be
mutually agreed upon, and agrees to review the Fund and discuss the management
of it. The Fund shall own and control of all the pertinent records
pertaining to transactions under this Agreement. Sub-Investment
Manager shall permit the financial statements, books and records with respect
to
the Fund to be inspected and audited by Investment Manager (and/or the
independent accountants for Investment Manager or the Fund) at all reasonable
times during normal business hours. Sub-Investment Manager shall also
provide Investment Manager with such other information and reports as may
reasonably be requested by Investment Manager from time to time.
(c) Sub-Investment
Manager shall provide to Investment Manager a copy of Sub-Investment Manager's
Form ADV as filed with the Securities and Exchange Commission and a list of
persons who Sub-Investment Manager wishes to have authorized to give written
and/or oral instructions to the Custodian of the Fund's assets.
(d) Sub-Investment
Manager agrees that it will not consult with any other sub-adviser engaged
by
Investment Manager with respect to transactions in securities or other assets
concerning the Fund or another sub-advised fund, except to the extent permitted
by certain exemptive rules under the 1940 Act that permit certain transactions
with a sub-adviser or its affiliates.
2. Obligations
of Investment Manager and the Fund.
(a) Investment
Manager shall provide timely information to Sub-Investment Manager regarding
such matters as the cash requirements and cash available for investment in the
Fund, and all other information as may be reasonably necessary for
Sub-Investment Manager to perform its responsibilities hereunder.
(b)
Investment Manager has herewith furnished Sub-Investment Manager a copy of
the
Fund's registration statement currently in effect and agrees during the
continuance of this Agreement to furnish Sub-Investment Manager copies of any
amendments or supplements thereto before or at the time the amendments or
supplements become effective. Investment Manager agrees to furnish
Sub-Investment Manager with minutes of meetings of the Board of Trustees of
the
Trust to the extent they may affect the duties of Investment Manager, a
certified copy of any financial statements or reports prepared for the Fund
by
certified or independent public accountants, and with copies of any financial
statements or material reports made by the Fund to its shareholders or to any
governmental body or securities exchange, and any further materials or
information which Sub- Investment Manager may reasonably request to enable
it to
perform its functions under this Agreement.
3. Custodian. Investment
Manager shall provide Sub-Investment Manager with a copy of the Fund's agreement
with the Custodian (the "Custodian") designated to hold the assets in the Fund
and any modification thereto (the "Custody Agreement") in
advance. The Fund assets shall be maintained in the custody of the
Custodian identified in, and in accordance with the terms and conditions of,
the
Custody Agreement. Sub-Investment Manager shall have no liability for
the acts or omissions of the Custodian which do not arise out of the acts or
omissions of Sub-Investment Manager. Any assets added to the Fund
shall be delivered directly to the Custodian.
4. Proprietary
Rights. Investment Manager agrees and acknowledges that
Sub-Investment Manager is the sole owner of the name and xxxx "Xxxxx" and that
all use of any designation comprised in whole or part of Janus (a "Xxxxx Xxxx")
under this Agreement shall inure to the benefit of Sub-Investment
Manager. Consequently, the use by Investment Manager on its own
behalf or on behalf of the Fund of any Xxxxx Xxxx in any advertisement or sales
literature or other materials promoting the Fund shall be with the prior written
consent of Sub-Investment Manager. Investment Manager shall not, and
Investment Manager shall use its best efforts to cause the Fund not to, without
the prior written consent of Sub-Investment Manager, make representations
regarding Sub-Investment Manager in any disclosure document, advertisement
or
sales literature or other materials promoting the Fund. Upon
termination of this Agreement for any reason, Investment Manager shall cease,
and Investment Manager shall use its best efforts to cause the Fund to cease,
all use of any Xxxxx Xxxx(s) as soon as reasonably practicable.
5. Expenses. Except
for expenses that Sub-Investment Manager has specifically assumed or agreed
to
pay, it shall not be responsible for the expenses of the Fund or of Investment
Manager. Expenses for which Sub-Investment Manager shall not be responsible
include, without limitation: (a) interest and taxes; (b) brokerage commissions
and other costs in connection with the purchase or sale of securities or other
investment instruments with respect to the Fund; and (c) custodian fees and
expenses. Any reimbursement of advisory fees required by any expense
limitation provision shall be the sole responsibility of Investment
Manager. Investment Manager and Sub-Investment Manager shall not be
considered as partners or participants in a joint
venture. Sub-Investment Manager will pay its own expenses for the
services to be provided pursuant to this Agreement to the extent not assumed
by
Investment Manager above, and will
not
be
obligated to pay any expenses of Investment Manager or the Fund.
6. Purchase
and Sale of Assets. Absent instructions from Investment Manager
to the contrary, Sub-Investment Manager shall place all orders for the purchase
and sale of securities for the Fund with brokers or dealers selected by
Sub-Investment Manager which may include brokers or dealers affiliated with
Sub-Investment Manager. Purchase or sell orders for the Fund may be
aggregated with contemporaneous purchase or sell orders of other clients of
Sub-Investment Manager. Sub-Investment Manager shall use its best
efforts to obtain execution of Fund transactions at prices which are
advantageous to the Fund and at commission rates that are reasonable in relation
to the benefits received. However, Sub-Investment Manager may select
brokers or dealers on the basis that they provide brokerage, research, or other
services or products to the Fund and/or other accounts serviced by
Sub-Investment Manager. Sub-Investment Manager may pay a broker or
dealer an amount of commission for effecting a
securities
transaction in excess of the amount of commission or dealer spread another
broker or dealer would have charged for effecting that transaction if
Sub-Investment Manager determines in good faith that such amount of commission
was reasonable in relation to the value of the brokerage and research products
and/or services provided by such broker or dealer. This
determination, with respect to brokerage and research services or products,
may
be viewed in terms of either that particular transaction or the overall
responsibilities which Sub-Investment Manager and its affiliates have with
respect to the Fund and to accounts over which they exercise investment
discretion, and not all such services or products may be used by Sub-Investment
Manager in managing the Fund.
7. Compensation
of Sub-Investment Manager. Investment Manager shall pay to
Sub-Investment Manager a monthly fee in accordance with the fee schedule
attached to this Agreement. Monthly fees shall be calculated by
Investment Manager based upon the average daily net assets of the Fund
(including cash or cash equivalents) for the preceding month for investment
advisory services rendered during the preceding month, and shall be payable
to
Sub-Investment Manager by the fifteenth day of the succeeding
month. The fee for the first month during which Sub-Investment
Manager shall render investment advisory services under this Agreement shall
be
based upon the number of days the account was open in that month. If
this Agreement is terminated, the fee shall be based upon the number of days
the
account was open during the month in which the Agreement is
terminated.
8. Non-Exclusivity. Investment
Manager and the Fund agree that the services of Sub-Investment Manager are
not
to be deemed exclusive and that Sub-Investment Manager and its affiliates are
free to act as investment manager and provide other services to various
investment companies and other managed accounts. This Agreement shall
not in any way limit or restrict Sub-Investment Manager or any of its directors,
officers, employees, or agents from buying, selling, or trading any securities
or other investment instruments for its or their own account or for the account
of others for whom it or they may be acting, provided that such activities
will
not adversely affect or otherwise impair the performance by Sub-Investment
Manager of its duties and obligations under this
Agreement. Investment Manager and the Fund recognize and agree that
Sub-Investment Manager may provide advice to or take action with respect to
other clients, which advice or action, including the timing and nature of such
action, may differ from or be identical to advice given or action taken with
respect to the Fund. Sub-Investment Manager shall for all purposes
herein be deemed to be an independent contractor and shall, unless otherwise
provided or authorized, have no authority to act for or represent the Fund
or
Investment Manager in any way or otherwise be deemed an agent of the Fund or
Investment Manager other than in furtherance of its duties and responsibilities
as set forth in this Agreement.
9. Liability.
(a) Except
as may otherwise be provided by the Investment Company Act of 1940 or federal
securities laws, neither Sub-Investment Manager nor any of its officers,
directors, or employees shall be subject to any liability to Investment Manager,
the Fund, or any shareholder of the Fund for any error of judgment or any loss
arising out of any investment or other act or omission in the course of,
connected with, or arising out of any service to be rendered under this
Agreement, except by reason of willful misfeasance, bad faith, or gross
negligence in the performance of its duties or by reason of reckless disregard
of its obligations and duties under this Agreement. Investment Manager and
the
Fund shall hold harmless and indemnify Sub-Investment Manager for any loss,
liability, cost, damage, or expense (including reasonable attorneys fees and
costs) arising from any claim or demand by any past or present shareholder
of
the Fund, in their capacity as shareholder, that is not based upon or does
not
arise from the investment advice and/or other services provided by
Sub-Investment Manager pursuant to this Agreement. Investment Manager
acknowledges and agrees that Sub-Investment Manager makes no representation
or
warranty, express or implied, that any level of performance or investment
results will be achieved by the Fund or that the Fund will perform comparably
with any standard or index, including other clients of Sub-Investment Manager,
whether public or private.
(b) Notwithstanding
anything to the contrary in sub-Paragraph (a) just above, Sub-Investment Manager
agrees to indemnify the Fund, Investment Manager, the Separate Account and
the
Lincoln National Life Insurance Company (the "Lincoln Entities") 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-Investment Manager) or litigation (including legal and other expenses)
to
which the Lincoln Entities, or any of them, may become subject under any
statute, at common law or otherwise, insofar as those losses, claims, damages,
liabilities or expenses (or actions in respect thereof) or settlements arise
as
a
result
of any failure by the Sub-Investment Manager, 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 (including, but not by way of limitation, Reg. Sec. 1.817-5,
March 2, 1989, 54 F.R. 8730), relating to the diversification requirements
for
variable annuity, endowment, and life insurance contracts.
10. Effect
of Assignment, Termination of Investment Management Agreement, and
Amendment. This Agreement shall automatically terminate, without
the payment of any penalty, in the event of its assignment or in the event
that
the Investment Management Agreement shall have terminated for any reason; and
this Agreement shall not be amended unless such amendment be approved at a
meeting by the affirmative vote of a majority of the outstanding shares of
the
Fund and by the vote, cast in person at a meeting called for the purpose of
voting on such approval, of a majority of the Trustees of the Trust who are
not
interested persons of the Trust or of Investment Manager or of Sub-Investment
Manager, and with the approval of Sub-Investment Manager.
11. Effective
Period; Termination. This Agreement shall become effective upon
its execution, and shall remain in full force and effect continuously thereafter
(unless terminated automatically as set forth in Section 10) until terminated
as
follows:
(a) The
Fund may at any time terminate this Agreement by giving not less than 60 days'
written notice delivered or mailed by registered mail, postage prepaid, to
Investment Manager and Sub-Investment Manager; or
(b) If
(i) the Trustees of the Trust or the shareholders by the affirmative vote of
a
majority of the outstanding shares of the Fund and (ii) a majority of the
Trustees who are not interested persons of the Trust or of Investment Manager
or
of Sub-Investment Manager by vote cast in person at a meeting called for the
purpose of voting on such approval, do not specifically approve at least
annually the continuance of this Agreement, then this Agreement shall
automatically terminate at the close of business on the second anniversary
of
its execution, or upon the expiration of one year from the effective date of
the
last such continuance, whichever is later; provided, however, that if the
continuance of this Agreement is submitted to the shareholders of the Fund
for
their approval and such shareholders fail to approve such continuance of this
Agreement as provided herein, Sub-Investment Manager may continue to serve
hereunder in a manner consistent with the Investment Company Act of 1940 and
the
Rules and Regulations thereunder; or
(c) Investment
Manager may at any time terminate this Agreement by giving not less than 60
days' written notice delivered or mailed by certified mail, postage prepaid,
to
Sub-Investment Manager, and Sub-Investment Manager may at any time terminate
this Agreement by giving not less than 60 days' written notice delivered or
mailed by registered mail, postage prepaid, to Investment Manager.
Action
by
the Fund under (a) above may be taken either (i) by vote of a majority of its
Trustees, or (ii) by the affirmative vote of a majority of the outstanding
shares of the Fund.
Termination
of this Agreement pursuant to this Section 11 shall be without the payment
of
any penalty.
12. Certain
Definitions. For the purposes of this Agreement, the "affirmative
vote of a majority of the outstanding shares" means the affirmative vote, at
a
duly called and held meeting of shareholders, (a) of the holders of 67% or
more
of the shares of the Fund present (in person or by proxy) and entitled to vote
at such meeting, if the holders of more than 50% of the outstanding shares
of
the Fund entitled to vote at such meeting are present in person or by proxy,
or
(b) of the holders of more than 50% of the outstanding shares of the Fund
entitled to vote at such meeting, whichever is less.
For
the
purposes of this Agreement, the terms "affiliated person," "control,"
"interested person" and "assignment" shall have their respective meanings
defined in the Investment Company Act of 1940 and the Rules and Regulations
thereunder, subject, however, to such exemptions as may be granted by the
Securities and Exchange Commission under said Act; the term "specifically
approve at least annually" shall be construed in a manner consistent with
the
Investment
Company Act of 1940 and the Rules and Regulations thereunder; and the term
"brokerage and research services" shall have the meaning given in the Securities
Exchange Act of 1934 and the Rules and Regulations thereunder.
13. Certain
Information. Sub-Investment Manager shall promptly notify
Investment Manager in writing of the occurrence of any of the following
events:
(a) Sub-Investment
Manager 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;
(b) Any
of Sub-Investment Manager's portfolio managers for the Fund shall have
changed.
14. General.
(a) Sub-Investment
Manager may perform its services through any employee, officer, or agent of
Sub-Investment Manager, and Investment Manager shall not be entitled to the
advice, recommendation, or judgment of any specific person.
(b) If
any term or provision of this Agreement or the application thereof to any person
or circumstances is held to be invalid or unenforceable to any extent, the
remainder of this Agreement or the application of such provision to other
persons or circumstances shall not be affected thereby and shall be enforced
to
the greatest extent permitted by law.
(c) This
Agreement shall be governed by and interpreted in accordance with the laws
of
the State of Colorado exclusive of conflicts of laws.
IN
WITNESS WHEREOF, the parties have caused this Agreement to be signed by their
duly authorized representatives, all as of the day and year first above
written.
LINCOLN
INVESTMENT ADVISORS CORPORATION
/s/ Xxxxx
Xxxxxxx
Name:
Xxxxx Xxxxxxx
Title:
Second Vice President
|
|
JANUS
CAPITAL MANAGEMENT LLC
|
/s/ Xxxxxxxxxxx
X.
Xxxx
Name:
Xxxxxxxxxxx X. Xxxx
Title:
Vice President
Accepted
and Agreed to by:
LVIP
JANUS CAPITAL APPRECIATION FUND,
a
series
of Lincoln Variable Insurance
Products
Trust
/s/ Xxxxx
X.
Xxxxxxxxx
Name:
Xxxxx X. Xxxxxxxxx
Title:
President
145938/7
ATTACHMENT
to
the
SUB-INVESTMENT
MANAGEMENT AGREEMENT
between
LINCOLN
INVESTMENT ADVISORS CORPORATION
and
JANUS
CAPITAL MANAGEMENT LLC
Investment
Manager shall pay to Sub-Investment Manager a monthly fee, calculated pursuant
to Section 7 of the Agreement, as follows:
0.40%
on
the first $250,000,000 of average daily net assets of the Fund; 0.35% on the
next $500,000,000; 0.30% on the next $750,000,000; and 0.25% on any excess
over
$1,500,000,000.
000000/0
XXXX
Series 4
SUB-ADVISORY
AGREEMENT
Sub-Advisory
Agreement (“Agreement”)
dated as of April 30, 2007, is by and between Lincoln Investment Advisors
Corporation, a New Hampshire corporation (the “Adviser”) and Pyramis Global
Advisors, LLC, a Delaware limited liability company (the
“Sub-Adviser”).
Witnesseth:
That
in consideration of the mutual
covenants herein contained, it is agreed as follows:
|
1.
|
SERVICES
TO BE RENDERED BY SUB-ADVISER TO THE
FUND.
|
|
a.
|
The
LVIP FI Equity-Income Fund (the “Fund”) is a series of the Lincoln
Variable Insurance Products Trust (the “Trust”), a Delaware statutory
trust. The Fund is an eligible investment fund for Lincoln
National Variable Annuity Account C (the “Separate Account”). Subject
always to the control of 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, as amended (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 in accordance
with the provisions of the organizational documents and By-laws of
the
Trust and the stated investment objective, policies and restrictions
of
the Fund as set forth in the Fund’s prospectus. Adviser will provide the
Sub-Adviser with copies of the organizational documents of the Trust
and
the Fund’s prospectus, and any amendments to those items as may occur from
time to time. Sub-Adviser will use its best efforts to
safeguard and promote the welfare of the Fund, and to comply with
other
policies which the Trustees or the Adviser may from time to time
determine
and communicate in writing to the Sub-Adviser. The Sub-Adviser
shall make its officers and employees available to the Adviser from
time
to time, at such reasonable times as the parties may agree, to review
investment policies of the Fund and to consult with the Adviser regarding
the investment affairs of the Fund.
|
Sub-Adviser
understands and agrees that in addition to the Separate Account, the Fund may
also be used as an eligible investment fund for other variable annuity and/or
variable life insurance separate accounts.
|
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 and shareholder accounting
services).
|
As
a
particular service to be rendered by Sub-Adviser, but not by way of limitation,
Sub-Adviser shall vote proxies relating to the Fund’s portfolio
securities.
|
c.
|
In
the selection of brokers and dealers 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. 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 or dealer involved; and the quality of service
rendered by the broker or dealer in other transactions. Subject
to such policies as the Trustees of the Trust 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 or dealer 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 or dealer 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 or dealer,
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.
|
|
d.
|
The
Sub-Adviser shall not be obligated to pay any expenses of or for
the Fund
not expressly assumed by the Sub-Adviser pursuant to Section 1 other
than
as provided in Section 3.
|
|
2.
|
OTHER
AGREEMENTS, ETC.
|
It
is understood that any of the
shareholders of the Fund or Trustees, officers and employees of the Trust may
be
a shareholder, director, trustee, officer or employee of, or be otherwise
interested in, the Sub-Adviser, and in any person controlled by or under common
control with the Sub-Adviser; and that the Sub-Adviser and any person controlled
by or under common control with the Sub-Adviser may have an interest in the
Fund
or the Variable Annuity, or any other investment vehicle for which the Fund
is
an eligible investment fund.
|
3.
|
COMPENSATION
TO BE PAID BY THE ADVISER TO THE
SUB-ADVISER
|
The
Adviser will pay to the Sub-Adviser
as compensation for the Sub-Adviser’s services rendered and for the expenses
born by the Sub-Adviser pursuant to Section 1, a fee, computed and paid at
the
annual rate of:
0.45%
on the first
$250,000,000
0.40%
on the next
$500,000,000
0.35%
on the excess over
$750,000,000
Such
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 shall be payable for each month within ten (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.
|
ASSIGNMENT
TERMINATES THIS AGREEMENT; AMENDMENTS OF THIS
AGREEMENT.
|
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;
and this Agreement shall not be amended unless such amendment be approved at
a
meeting by affirmative vote of a majority of the outstanding shares of the
Fund
and by the vote, cast in person at a meeting called for the purpose of voting
on
such approval, of a majority of the Trustees of the Trust who are not interested
persons of the Trust or the Adviser or of the Sub-Adviser.
|
5.
|
EFFECTIVE
PERIOD AND TERMINATION OF THIS
AGREEMENT
|
This
Agreement shall become effective as of September 1, 2006 and shall remain in
full force and effect continuously thereafter (unless terminated automatically
as set forth in Section 4) until terminated as follows:
|
a.
|
The
Fund may at any time terminate this Agreement by not less than sixty
(60)
days’ written notice delivered or mailed by registered mail, postage
prepaid, to the Adviser and the Sub-Adviser;
or
|
|
b.
|
If
(i) the Trustees of the Trust or the shareholders by the affirmative
vote
of a majority of the outstanding shares of the Fund and (ii) a majority
of
the Trustees who are not interested persons of the Trust or of the Adviser
or of the Sub-Adviser, by vote cast in person at a meeting called
for the
purpose of voting on such approval, do not specifically approve at
least
annually the continuance of the Agreement, then this Agreement shall
automatically terminate at the close of business on the second anniversary
of its execution, or upon the expiration of one year from the effective
date of the last such continuance, whichever is later; provided,
however,
that if the continuance of this Agreement is submitted to the shareholders
of the Fund for their approval and such shareholders fail to approve
such
continuance of this Agreement as provided herein, the Sub-Adviser
may
continue to serve hereunder in a manner consistent with the Investment
Company Act of 1940 and the Rules and Regulations thereunder;
or
|
|
c.
|
The
Adviser may at any time terminate this Agreement by not less than
ninety
(90) days’ written notice delivered or mailed by registered mail, postage
prepaid, to the Sub-Adviser, and the Sub-Adviser may at any time
terminate
this Agreement by not less than ninety (90) days’ written notice delivered
or mailed by registered mail, postage prepaid, to the
Adviser.
|
Action
by
the Fund under (a) above may be taken either (i) by vote of a majority of its
Trustees, or (ii) by affirmative vote of a majority of the outstanding shares
of
the Fund.
Termination
of this Agreement pursuant to Section 5 shall be without the payment of any
penalty.
|
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
1940 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 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;
|
|
c.
|
The
ownership of more than 51% of the common stock of the Sub-Adviser,
or any
of the Sub-Adviser’s portfolio managers for the Fund shall have
changed.
|
|
d.
|
The
Chairman of the Board of Directors or the President of the Sub-Adviser,
or
any of the Sub-Adviser’s portfolio managers for the Fund shall have
changed.
|
|
7.
|
CERTAIN
DEFINITIONS
|
For
the
purpose of this Agreement, the “affirmative vote of a majority of the
outstanding shares” means the affirmative vote, at a duly called and held
meeting of shareholders, (a) of the holders of 67% or more of the shares of
the
Fund present (in person or by proxy) and entitled to vote at such meeting,
if
the holders of more that 50% of the outstanding shares of the Fund entitled
to
vote at such meeting are present in person or by proxy, or (b) of the holders
of
more than 50% of the outstanding shares of the Fund entitled to vote at such
meeting, whichever is less.
145938/7
For
the
purposes of this Agreement, the terms “affiliated person,” “control,”
“interested person” and “assignment” shall have their respective meanings
defined in the Investment Company Act of 1940 and the Rules and Regulations
thereunder, subject, however, to such exemptions as may be granted by the
Securities and Exchange Commission under said Act; the term “specifically
approve at least annually” shall be construed in a manner consistent with the
Investment Company Act of 1940 and the Rules and Regulations thereunder; and
the
term “brokerage and research services” shall have the meaning given in the
Securities Exchange Act of 1934 and the Rules and Regulations
thereunder.
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8.
|
NONLIABILITY
OF SUB-ADVISER
|
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,
the
Sub-Adviser shall not 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, the rendering of services hereunder.
Sub-Adviser,
its directors, trustees, officers or employees shall not be liable to the
Lincoln Entities defined in Section 9 for any loss suffered solely as a
consequence of any action or inaction of any custodian of the Fund in failing
to
observe the instructions of the Sub-Adviser.
|
9.
|
EXCEPTIONS
TO NON-LIABILITY
|
Notwithstanding
Section 8 above, Sub-Adviser agrees to indemnify the Fund, the Adviser, the
Separate Account and the Depositor of the Separate Account (the “Lincoln
Entities”) 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) and litigation (including legal and other expenses)
to which the Lincoln Entities, or any of them, may become subject under any
statute, at common law or otherwise, insofar as those losses, claims damages,
liabilities or expenses (or actions in respect thereof) or settlements arise
as
a result of any failure by the Sub-Adviser, whether unintentional or in good
faith or otherwise:
|
a.
|
To
adequately diversify the investment program of the Fund, pursuant
to the
requirements of the Section 817(h) of the Code, and the regulations
issued
thereunder (including, but not by way of limitation, Reg. Sec. 1.817-5),
relating to the diversification requirements for variable annuity,
endowment, and life insurance
contracts.
|
|
b.
|
To
supply the Lincoln Entities, or any of them, with the accurate information
by which they, or any of them, may properly calculate the accumulation
and/or annuity unit values, or provide other information to the public,
to
its clients or prospects, or to any regulatory body, all as may be
mandated by law or required pursuant to the relevant Prospectuses
and
Registration Statements for the Fund and for the Separate Account
and any
other separate accounts it may
serve.
|
|
10.
|
USE
OF SUB-ADVISER’S NAME
|
Adviser
will not use Sub-Adviser’s name (nor that of any affiliate) in its marketing or
sales literature, without prior review and approval by Sub-Adviser, which
approval will not be unreasonably withheld or delayed.
|
11.
|
RIGHT
OF AUDIT
|
The
Fund
shall own and control all the pertinent records pertaining to transactions
under
this Agreement. The Sub-Adviser shall permit employees or legal
representatives of the Lincoln Entities (including independent auditors), or
any
of them, at the Lincoln Entities’ reasonable discretion, to audit the books and
records (including, but not by way of limitation, electronic data files, and
e-mail, whether on-line or in storage) of Sub-Adviser which relate to
transactions which are the subject of this Agreement. Any audit will
be conducted during normal business hours of the Sub-Adviser and on the
Sub-Adviser’s premises. Sub-Adviser agrees to provide to the Lincoln
Entities, without charge, reasonable access to its facilities and personnel
during the conduct of any audit. Sub-Adviser may charge a reasonable
fee for photocopying and other out-of-pocket costs associated with an audit
conducted under this Section.
|
12.
|
ALTERNATIVE
RESOLUTION OF DISPUTES
|
Prior
to
commencing litigation over any dispute arising out of or relating to this
agreement the parties shall attempt in good faith to resolve the dispute by
the
following means:
|
a.
|
Negotiation.
Any party may give the other party(ies) written notice of any dispute
not
resolved in the normal course of business. Within twenty (20)
days after delivery of that notice, executives from those parties
involved
in the dispute and who have authority to settle the controversy shall
meet
at a mutually acceptable time and place, and thereafter as often
as they
reasonably deem necessary, to exchange relevant information and to
attempt
to resolve the dispute. If the matter has not been resolved
within 120 days of the disputing party’s notice, or if the parties fail to
meet within the twenty (20) days, any of the disputing parties may
initiate a minitrial of the controversy or claim as provided in Paragraph
(b). If a negotiator intends to be accompanied at a meeting by
an attorney, the other negotiator(s) shall be given at least three
(3)
working days’ notice of that intention and may also be accompanied by an
attorney.
|
|
b.
|
Minitrial.
If the dispute has not been resolved by negotiation as provided herein,
the disputing parties shall endeavor to settle the dispute by
minitrial under the then current Center For Public Resources (“CPR”) Model
Minitrial Procedure, assisted by a neutral third party who will be
selected by the disputing parties from the CPR Panels of
Neutrals. If the disputing parties encounter difficulty in
agreeing on a neutral third party, they will seek the assistance
of CPR in
the selection process.
|
|
c.
|
Extension
of Deadlines. Any or all of the deadlines set forth in this Section 12
may be extended by mutual agreement of the disputing
parties.
|
|
d.
|
Confidentiality.
All negotiations pursuant to this Section 12 are confidential and
shall be
treated as compromise and settlement negotiations for purposes of
the
Federal Rules of Evidence and applicable State Rules of
Evidence.
|
|
e.
|
No
Waiver. Nothing in this Section 12 shall be construed to constitute
a
waiver of any right provided by the Investment Advisers Act of 1940
to any
party to this agreement.
|
|
13.
|
CHOICE
OF LAW
|
This
agreement shall be interpreted and construed in accordance with the law of
the
State of Indiana.
IN
WITNESS WHEREOF, LINCOLN INVESTMENT
ADVISORS CORPORATION and PYRAMIS GLOBAL ADVISORS, LLC have each caused this
Instrument to be signed in duplicate on its behalf by its duly authorized
representative, all as of the day and year first above written.
LINCOLN
INVESTMENT ADVISORS CORPORATION
/s/ Xxxxx
X.
Xxxxxxx
Name: Xxxxx
X. Xxxxxxx
Title: Second
Vice President
PYRAMIS
GLOBAL ADVISORS, LLC
/s/ Xxxxxxx
X.
Xxxxxx
Name: Xxxxxxx
X. Xxxxxx
Title:
Senior Vice President and Chief Administrative Officer
Accepted
and Agreed to By:
LVIP
FI
EQUITY-INCOME FUND,
a
series
of Lincoln Variable Insurance
Products
Trust
/s/ Xxxxx
X.
Xxxxxxxxx
Name: Xxxxx
X. Xxxxxxxxx
Title:
Xxxxxxxxx
000000/0
XXXX
Series 5
SUB-ADVISORY
AGREEMENT
Sub-Advisory
Agreement executed as of
April 30, 2007, between LINCOLN INVESTMENT ADVISORS CORPORATION, a New Hampshire
corporation (the “Adviser”), and UBS GLOBAL ASSET MANAGEMENT (AMERICAS) INC., a
Delaware corporation (the “Sub-Adviser”).
WHEREAS,
Lincoln Variable Insurance Products Trust (the “Trust”), on behalf of the LVIP
UBS Global Asset Allocation Fund (the “Fund”) has entered into an Investment
Management Agreement, dated April 30, 2007, with 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 FUND.
(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”). The Sub-Adviser will make investment decisions on behalf of
the Fund and place all orders for the purchase and sale of portfolio
securities. In the performance of its duties, the Sub-Adviser will
comply with the provisions of the organizational documents of the Fund and
the
stated investment objective, policies and restrictions of the Fund, and will
use
its best efforts to safeguard and promote the welfare of the Fund, and to comply
with other policies which the Trustees or the Adviser, as the case may be,
may
determine. The Sub-Adviser shall make its officers and employees
available to the Adviser from time to time at such reasonable times as the
parties may agree to review investment policies of the Fund and to consult
with
the Adviser regarding the investment affairs of the Fund.
(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).
(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. Upon sixty (60) days’ written notice to the Sub-Adviser,
the Trustees may withdraw the authority granted to the Sub-Adviser pursuant
to
this Section.
(d) 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 described below. 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,
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.
(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 Trustees with such information and reports
regarding the Fund’s investments as the Adviser deems appropriate or as the
Trustees may reasonably request.
(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.
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
145938/7
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. Such fee shall be calculated in accordance with the fee
schedule applicable to the Fund as set forth in Schedule A 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 AND TERMINATION OF THIS AGREEMENT.
(a)
This
Agreement shall
become effective upon 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. Termination
of this Agreement pursuant to this Section 5 shall be without the payment of
any
penalty.
(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 in conformance with the Investment Company Act of 1940 (the “1940
Act”); provided, however, that this Agreement may be terminated:
(i) by
the Fund at any time by the vote of a majority of Trustees of the Trust or
by
the vote of a majority of the outstanding voting securities of the
Fund;
(ii) by
the Adviser at any time on not more than 60 days’ written notice to the
Sub-Adviser; or
(iii) by
the Sub-Adviser at any time on 60 days’ written notice to the
Adviser.
145938/7
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 1940 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
Internal Revenue 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.
7. NONLIABILITY
OF SUB-ADVISER.
|
(a) 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, the Sub-Adviser shall not 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.
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 legal and other
expenses) to which the Adviser or the Funds may become subject as a result
of
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, provided that the Sub-Adviser shall have been given prompt written
notice concerning any matter for which indemnification is otherwise afforded
hereunder.
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 Act. The Sub-Adviser agrees that
all records that it maintains on behalf of the Fund are property of the Fund
and
the Sub-adviser will surrender promptly to
145938/7
the
Fund
any of such records upon the Fund’s request; provided, however, that the
Sub-Adviser may retain a copy of such records. 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
Securities and Exchange Commission, the Fund’s auditors, the Fund or any
representative of the Fund, the Adviser, or any governmental agency or other
instrumentality having regulatory authority over the Fund.
10. 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) business 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) business days to the Sub-Adviser shall relieve
the Sub-Adviser of the obligation to obtain the prior written permission of
the
Fund.
11. GOVERNING
LAW.
This
Agreement shall be governed by the laws of the State of Delaware, without regard
to conflict of law principles; provided, however, that nothing herein shall
be
construed as being inconsistent with the 1940 Act.
12. SEVERABILITY/INTERPRETATION.
Should
any part of this Agreement be 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
145938/7
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.
13. 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 Securities and Exchange Commission.
IN
WITNESS WHEREOF, the parties have caused this instrument to be signed in
duplicate on their behalf by their duly authorized representatives, all as
of
the day and year first above written.
LINCOLN
INVESTMENT ADVISORS CORPORATION
/s/ Xxxxx
Xxxxxxx
Name:
Xxxxx AdamsonTitle: Second Vice
President
UBS
GLOBAL ASSET MANAGEMENT (AMERICAS) INC.
/s/ Xxxx
Xxxxxxx
Name: Xxxx
Xxxxxxx
Title: Managing
Director
/s/ Xxxxxxx
X.
Xxxxxxx
Name: Xxxxxxx
X. Xxxxxxx
Title: Assistant
Secretary
Accepted
and agreed to
as
of the
day and year
first
above written:
LVIP
UBS
GLOBAL ASSET ALLOCATION FUND,
a
series
of Lincoln Variable Insurance Products Trust
/s/ Xxxxx
X.
Xxxxxxxxx
Name:
Xxxxx X. Xxxxxxxxx
Title:
President
145938/7
SCHEDULE
A
Fee
Schedule
The
Adviser shall pay to the
Sub-Adviser compensation at an annual rate as follows:
0.47%
of the first $200 million of
average daily net assets of the Fund;
0.42%
of
the next $200 million of average daily net assets of the Fund; and
0.40%
of
any excess of average daily net assets of the Fund over $400
million
000000/0
XXXX
Series 7
SUB-ADVISORY
AGREEMENT
AGREEMENT
made by and between LINCOLN INVESTMENT ADVISORS CORPORATION (the “Investment
Manager”) and MONDRIAN INVESTMENT PARTNERS LIMITED (the
“Sub-Adviser”).
WITNESSETH:
WHEREAS,
Lincoln Variable Insurance Products Trust (the “Trust”) is an investment company
registered under the Investment Company Act of 1940, as amended (the “1940
Act”), and is organized as a statutory trust under the laws of the State of
Delaware; and
WHEREAS,
the LVIP Mondrian International Value Fund (the “Fund”) is a series of the
Trust; and
WHEREAS,
the Investment Manager and the Trust, on behalf of the Fund, have entered into
an agreement (the “Investment Management Agreement”) whereby the Investment
Manager will provide investment advisory services to the Trust with respect
to
the Fund; and
WHEREAS,
the Investment Manager has the authority under the Investment Management
Agreement to retain one or more sub-advisers to assist the Investment Manager
in
providing investment advisory services to the Trust with respect to the Fund;
and
WHEREAS,
the Investment Manager and the Sub-Adviser are registered investment advisers
under the Investment Advisers Act of 1940, as amended (the “Advisers Act”), and
engage in the business of providing investment advisory services;
and
WHEREAS,
the Board of Trustees (the “Board” or the “Trustees”) of the Trust and the
Investment Manager desire that the Investment Manager retain the Sub-Adviser
to
render investment advisory and other services with respect to that portion
of
the Fund as the Investment Manager shall from time to time allocate to the
Sub-Adviser (the “Managed Portion”) in the manner, for the period, and on the
terms hereinafter set forth;
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. (a) The
Sub-Adviser will supervise and direct the investments of the assets of the
Managed Portion of the Fund in accordance with the Fund's investment objectives,
policies, and restrictions as provided in the Fund's Prospectus and Statement
of
Additional Information, as currently in effect and as amended or supplemented
from time to time (hereinafter referred to as the “Prospectus”), and such other
limitations as the Fund may impose by notice in writing to the Sub-Adviser,
subject always to the supervision and control of the Investment Manager and
the
Board.
(b) As
part of the services it will provide hereunder, the Sub-Adviser is authorized,
in its discretion and without prior consultation with the Fund or the Investment
Manager to:
(i) obtain
and evaluate information relating to investment recommendations, asset
allocation advice, industries, businesses, securities markets, research,
economic analysis, and other investment services with respect to the securities
that are included in the Managed Portion or that are under consideration for
inclusion in the Managed Portion and invest the Managed Portion in accordance
with the Investment Manager's and the Board's written direction as more fully
set forth herein and as otherwise directed;
(ii) regularly
make decisions as to what securities to purchase and sell on behalf of the
Fund
with respect to the Managed Portion, effect the purchase and sale of such
investments in furtherance of the Fund’s objectives and policies, and furnish
the Board with such information and reports regarding the Sub-Adviser’s
activities in the performance of its duties and obligations under this Agreement
as the Investment Manager deems appropriate or as the Board may reasonably
request, including such reports, information, and certifications as the officers
of the Trust may reasonably require in order to comply with applicable
international, federal and state laws and regulations;
(iii) provide
any and all material composite or other performance information, records and
supporting documentation about accounts or funds the Sub-Adviser manages, if
appropriate, that are relevant to the Managed Portion and that have investment
objectives, policies, and strategies substantially similar to those employed
by
the Sub-Adviser in managing the Managed Portion that may be reasonably
necessary, under applicable laws, to allow the Fund or its agent to present
information concerning the Sub-Adviser’s prior performance in the Fund’s
currently effective Prospectus, as the same may be hereafter modified, amended,
and/or supplemented from time to time, and in any permissible reports and
materials prepared by the Fund or its agent;
(iv) provide
information as reasonably requested by the Investment Manager or the Board
to
assist them or their agents in the determination of the fair value of certain
portfolio securities held in the Managed Portion when market quotations are
not
readily available for the purpose of calculating the Fund’s net asset value in
accordance with procedures and methods established by the Board;
(v) vote
proxies, exercise conversion or subscription rights, and respond to tender
offers and other consent solicitations (“Corporate Actions”) with respect to the
issuers of securities held in the Managed Portion, provided materials relating
to such Corporate Actions have been timely received by the Sub-Adviser, and
to
submit reports regarding such Corporate Actions, including a copy of any
policies regarding such Corporate Actions, in a form reasonably satisfactory
to
the Investment Manager and the Fund in order to comply with any applicable
federal or state reporting requirements;
(vi) provide
performance and other information as reasonably requested by the Investment
Manager or the Board to assist them or their agent in conducting ongoing due
diligence and performance monitoring; and
(vii) maintain all
accounts, books, and records with respect to the Managed Portion as are required
of an investment adviser of a registered investment company pursuant to the
1940
Act and the Advisers Act and the rules thereunder and preserve for the periods
prescribed by Rule 31a-2 under the 1940 Act any accounts, books and records
that
it maintains for the Fund and that are required to be maintained by Rule 31a-1
under the 1940 Act. The Sub-Adviser shall furnish to the Investment
Manager copies of all such accounts, books, and records as the Investment
Manager may reasonably request. The Sub-Adviser agrees that such
accounts, books, and records are the property of the Trust, and will be
surrendered to the Trust promptly upon request, with the understanding that
the
Sub-Adviser may retain its own copy of all records. The Sub-Adviser agrees
that
all accounts, books and other records maintained and preserved by it as required
hereby will be subject to special and other examinations by the Securities
and
Exchange Commission and any governmental agency or other instrumentality having
regulatory authority over the Fund. The Sub-Adviser further agrees
that all accounts, books and other records maintained and preserved by it as
required hereby will be subject to such reasonable
periodic examinations upon reasonable notice by the Fund,
the Fund’s auditors or any representative of the Fund; provided that such
examinations shall be conducted in a manner so as not to unreasonably disrupt
the conduct of the business of the Sub-Adviser.
(c) The
Sub-Adviser shall not consult with any other sub-adviser of the Fund or of
any
fund that is an “affiliated person” of the Fund concerning transactions for the
Fund in securities or other assets, except as such consultations may be
reasonably necessary in order to ensure compliance with Rule 12d3-1 under the
1940 Act.
(d) In
furnishing services hereunder, the Sub-Adviser shall be subject to, and shall
perform in accordance with, the following: (i) provisions of the Trust’s
Agreement and Declaration of Trust, as the same may be hereafter modified,
amended, and/or supplemented from time to time, that are applicable to the
Managed Portion; (ii) provisions of the Trust’s By-Laws, as the same may be
hereafter modified, amended, and/or supplemented from time to time; that are
applicable to the Managed Portion; (iii) the Fund’s Prospectus; (iv) the 1940
Act and the Advisers Act and the rules under each and all other international,
federal and state securities laws or regulations applicable to the Trust and
the
Fund; (v) the Trust’s compliance procedures and other policies and procedures
adopted from time to time by the Board applicable to the Managed Portion; and
(vi) the written instructions of the Investment Manager.
(e) The
Investment Manager agrees to provide the Sub-Adviser with current copies of
the
documents mentioned in paragraph 1(d)(i), (ii), (iii) and (v) above and all
changes made to such documents at, or if practicable, before the time such
changes become effective, and the Investment Manager acknowledges and agrees
that the Sub-Adviser shall not be responsible for compliance with such documents
or amendments unless and until they are received by the
Sub-Adviser. The Sub-Adviser shall be fully protected in acting upon
any proper instructions reasonably believed by it to be genuine and signed
or
communicated by or on behalf of the Investment Manager or the Fund.
(f) The
Sub-Adviser hereby agrees during the period hereinafter set forth to render
the
services and assume the obligations herein set forth for the compensation herein
provided. The Sub-Adviser 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 Trust, the Fund or
the
Investment Manager in any way, or in any way be deemed an agent of the Trust,
the Fund or the Investment Manager.
(g) The
Sub-Adviser may perform its services through its employees, officers or agents,
and the Investment Manager shall not be entitled to the advice, recommendation
or judgment of any specific person; provided, however, that the persons
identified in the Fund's Prospectus shall perform the portfolio management
duties described therein until the Sub-Adviser notifies the Investment Manager
that one or more other affiliates, employees, officers or agents identified
in
such notice shall assume such duties as of a specific date.
(h) The
Investment Manager shall provide (or use its best efforts to cause to be
provided) timely information to the Sub-Adviser regarding such matters as the
cash requirements and cash available for investment in the Managed Portion,
and
all other information as may be reasonably necessary for the Sub-Adviser to
perform its responsibilities under this Agreement.
2. (a) Under
the terms of the Investment Management Agreement, 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 existence as a statutory trust organized
under the laws of the State of Delaware; the maintenance of its own books,
records, and procedures; dealing with its own shareholders; the payment of
dividends; transfer of shares, including issuance and repurchase of shares;
preparation of share certificates, if any; reports and notices to shareholders;
calling and holding of shareholders’ meetings; miscellaneous office expenses;
brokerage commissions; custodian fees; legal and accounting fees; taxes;
interest and federal and state registration fees.
(b) Directors,
officers and employees of the Sub-Adviser may be directors, officers and
employees of other funds that have employed the Sub-Adviser as sub-adviser
or
investment manager. Directors, officers and employees of the Sub-Adviser who
are
Trustees, officers and/or employees of the Trust, shall not receive any
compensation from the Trust for acting in such dual capacity.
3. (a) The
Sub-Adviser will select brokers and dealers to effect all Fund transactions
with
respect to the Managed Portion subject to the conditions set forth
herein. The Sub-Adviser may combine orders for the Managed Portion
with orders for other accounts or funds under
management. Transactions involving combined orders are allocated in a
manner deemed equitable to each account. The Sub-Adviser will place
all necessary orders with brokers, dealers, or issuers, and will negotiate
brokerage commissions, if applicable. The Sub-Adviser is directed at
all times to seek to execute transactions for the Managed Portion (i) in
accordance with any written policies, practices or procedures that may be
established by the Board or the Investment Manager from time to time and
provided to the Sub-Adviser, and (ii) as described in the Fund’s Prospectus and
SAI. In placing any orders for the purchase or sale of investments
for the Fund, with respect to the Managed Portion, the Sub-Adviser shall use
its
best efforts to obtain for the Managed Portion “best execution,” considering all
of the circumstances, and shall maintain records adequate to demonstrate
compliance with this requirement.
(b) Subject
to the appropriate policies and procedures approved by the Board and provided
to
the Sub-Adviser in writing, the Sub-Adviser may, to the extent authorized by
Section 28(e) of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), cause the Managed Portion to pay a broker or dealer that provides
brokerage and research services to the Investment Manager, the Sub-Adviser
and
the Managed Portion an amount of commission for effecting a Fund transaction
in
excess of the amount of commission another broker or dealer would have charged
for effecting that transaction if the Sub-Adviser determines, in good faith,
that such amount of commission is reasonable in relation to the value of such
brokerage and research services provided viewed in terms of that particular
transaction or the Sub-Adviser’s overall responsibilities to its clients for
which the Investment Manager or the Sub-Adviser exercises investment
discretion. To the extent authorized by Section 28(e) and the Board,
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 such
action. In addition, subject to seeking best execution and compliance
with applicable federal and state securities laws and regulations, the
Investment Manager or the Sub-Adviser also may consider sales of shares of
the
Fund as a factor in the selection of brokers and dealers. Subject to
seeking best execution and compliance with applicable federal and state
securities laws and regulations, the Board or the Investment Manager may direct
the Sub-Adviser to effect transactions in Fund securities with respect to the
Managed Portion through broker-dealers in a manner that will help generate
resources to: (i) pay the cost of certain expenses that the Fund is
required to pay or for which the Fund is required to arrange payment; or (ii)
recognize broker-dealers for the sale of Fund shares.
(c) Subject
to applicable law and regulations, including Section 17(e) of the 1940 Act
and
Rule 17e-1 thereunder, the Sub-Adviser is authorized to place orders for the
purchase and sale of securities for the Managed Portion with brokers or dealers
that are affiliated with the Sub-Adviser. Any entity or person
associated with the Investment Manager or the Sub-Adviser that is a member
of a
national securities exchange is authorized to effect any transaction on such
exchange for the account of the Fund to the extent and as permitted by Section
11(a)(1)(H) of the Exchange Act and Rule 11a2-2(T) thereunder.
4. As
compensation for the services to be rendered to the Trust for the benefit of
the
Fund by the Sub-Adviser under the provisions of this Agreement, the Investment
Manager shall pay to the Sub-Adviser a fee as provided in Schedule A attached
hereto.
5. The
services to be rendered by the Sub-Adviser to the Trust for the benefit of
the
Fund under the provisions of this Agreement are not to be deemed to be
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 materially impaired thereby.
6. (a) Subject
to the limitation set forth in Paragraph 5, the Sub-Adviser, its directors,
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 the Trust or to any other investment company, corporation,
association, firm or individual.
(b) Neither
the Investment Manager, the Trust nor the Fund shall use the Sub-Adviser’s
actual or fictitious name(s), xxxx(s), derivative(s) and/or logo(s) (or that
of
any affiliate of the Sub-Adviser, other than that of the Fund, the Trust, or
any
affiliate of the Investment Manager that is an affiliate of the Sub-Adviser
solely by reason of the Sub-Adviser’s provision of services pursuant to this
Agreement) or otherwise refer to the Sub-Adviser in any materials related to
the
Trust or the Fund distributed to third parties, including the Fund’s
shareholders, without prior review and written approval by or on behalf of
the
Sub-Adviser, which may not be unreasonably withheld or delayed. Upon
termination of this Agreement, the Investment Manager, the Trust and the Fund,
shall, to the extent applicable and as soon as is reasonably possible, cease
to
use the Sub-Adviser's actual or fictitious name(s), xxxx(s), derivative(s)
and/or logo(s) in materials related to the Fund.
(c) The
Sub-Adviser shall not use the name of the Trust, the Fund, or the Investment
Manager (or that of any affiliate of the Investment Manager, other than that
of
any affiliate of the Sub-Adviser that is an affiliate of the Investment Manager
solely by reason of the Sub-Adviser's provision of services pursuant to this
Agreement) or otherwise refer to the Trust, the Fund or the Investment Manager
in any materials related to the Trust or the Fund distributed to third parties,
including the Fund’s shareholders, without prior review and written approval by
the Trust, the Fund or the Investment Manager, as applicable, which may not
be
unreasonably withheld or delayed. Upon termination of this Agreement,
the Sub-Adviser, shall, to the extent applicable and as soon as is reasonably
possible, cease to use the actual or fictitious name(s), xxxx(s), derivative(s)
and/or logo(s) of the Trust, the Fund and the Investment Manager.
(d) This
Section 6 applies solely to materials related to the Fund and the Trust only,
and not to other products or relationships between the Sub-Adviser and the
Investment Manager.
7. (a) In
the absence of willful misfeasance, bad faith, gross negligence, or reckless
disregard in the performance of its duties as Sub-Adviser to the Trust on behalf
of the Fund, neither the Sub-Adviser nor any of its officers, directors or
employees (collectively, “Sub-Adviser Related Persons”) shall be liable to the
Trust, the Fund, the Investment Manager or any shareholder of the Trust 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. The Sub-Adviser makes no representation
or
warranty, express or implied, that any level of performance or investment
results will be achieved by the Managed Portion or the Fund, or that the Managed
Portion or the Fund will perform comparably with any standard or index,
including other clients of the Sub-Adviser, whether public or
private. Subject to the first sentence of this Section 7(a), the
Sub-Adviser shall not be responsible for any loss incurred by any reason of
any
act or omission of any bank, broker, the custodian bank or any administrator
or
trustee whether appointed on behalf of the Investment Manager, the Fund or
the
Trust. Nothing contained herein shall be deemed to waive any
liability which cannot be waived under applicable law, including applicable
U.S.
state and federal securities laws, ERISA and the Financial Services and Markets
Xxx 0000 of the United Kingdom (“FSMA”) or any rules or regulations adopted
under any of those laws.
(b) The
Sub-Adviser agrees to indemnify the Investment Manager 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 Sub-Adviser)
or litigation (including legal and other expenses) to which the Investment
Manager or the Fund may become subject under any statute, at common law or
otherwise, insofar as such losses, claims, damages, liabilities or expenses
(or
actions in respect thereof) or settlements arise as a result of any
failure by the Sub-Adviser to adequately diversify the investment program of
the
Fund pursuant to the requirements of Section 817(h) of the Internal Revenue
Code, and the regulations issued thereunder (including, but not by way of
limitation, Reg. Sec. 1.817-5, March 2, 1989, 54 F.R. 8730), relating to the
diversification requirements for separate accounts, endowment, and life
insurance contracts.
(c) The
Investment Manager shall indemnify Sub-Adviser Related Persons to the fullest
extent permitted by law against any and all losses, damages, judgments, fines,
amounts paid in settlement and reasonable expenses, including attorneys’ fees,
(collectively “Losses”) incurred by the Sub-Adviser or Sub-Adviser Related
Persons relating to this Agreement or the performance by the Sub-Adviser or
Sub-Adviser Related Persons of its or their duties hereunder, including, without
limitation, such Losses arising under any applicable law or that may be based
upon any untrue statement of a material fact contained in the Trust’s
Registration Statement, or any amendment thereof or any supplement thereto,
or
the omission to state therein a material fact that was known or that should
have
been known and was required to be stated therein or necessary to make the
statements therein not misleading, unless such statement or omission was made
in
reasonable reliance upon information furnished to the Investment Manager or
the
Trust by the Sub-Adviser or a Sub-Adviser Related Person specifically for
inclusion in the Registration Statement or any amendment thereof or supplement
thereto, except to the extent any such Losses referred to in this paragraph
(c)
result from willful misfeasance, bad faith, gross negligence or reckless
disregard on the part of the Sub-Adviser or a Sub-Adviser Related Person in
the
performance of any of its duties under, or in connection with, this
Agreement.
(d) The
Sub-Adviser shall indemnify the Investment Manager and its affiliates and its
officers, directors and employees (collectively, “Investment Manager Related
Persons”) to the fullest extent permitted by law against any and all Losses
incurred by the Investment Manager or Investment Manager Related Persons
relating to this Agreement or the performance by the Investment Manager or
Investment Manager Related Persons of its or their duties hereunder, including,
without limitation, such Losses arising under any applicable law or that may
be
based upon any untrue statement of a material fact contained in the Trust’s
Registration Statement, or any amendment thereof or any supplement thereto,
or
the omission to state therein a material fact that was known or that should
have
been known and was required to be stated therein or necessary to make the
statements therein not misleading, if such statement or omission was made in
reasonable reliance upon information furnished to the Investment Manager or
the
Trust by the Sub-Adviser or a Sub-Adviser Related Person specifically for
inclusion in the Registration Statement or any amendment thereof or supplement
thereto, except to the extent any such Losses referred to in this paragraph
(d)
result from willful misfeasance, bad faith, gross negligence or reckless
disregard on the part of the Investment Manager or an Investment Manager Related
Person in the performance of any of its duties under, or in connection with,
this Agreement.
8. (a) This
Agreement shall be executed and become effective as of the date written below;
provided, however, that this Agreement shall not become effective
with respect to the Fund unless it has first been approved in the manner
required by the 1940 Act and the rules thereunder or in accordance with
exemptive or other relief granted by the Securities and Exchange Commission
(the
“SEC”) or its staff. This Agreement shall continue in effect for a
period of two (2) years and may be renewed thereafter only so long as such
renewal and continuance is specifically approved at least annually by the Board
or by the vote of a majority of the outstanding voting securities of the Fund
and only if the terms and the renewal hereof have been approved by the vote
of a
majority of those Trustees of the Trust who are not parties hereto or
“interested persons” of the Trust, the Fund, or any party hereto, cast in person
at a meeting called for the purpose of voting on such approval.
(b) No
amendment to this Agreement shall be effective unless approved in the manner
required by the 1940 Act and the rules thereunder or in accordance with
exemptive or other relief granted by the SEC or its staff.
(c) This
Agreement may be terminated (i) by the Investment Manager at any time, without
the payment of a penalty, on ninety (90) days' written notice to the Sub-Adviser
of the Investment Manager’s intention to do so and (ii) by the Trust at any
time, without the payment of a penalty, on sixty (60) days' written notice
to
the Sub-Adviser of the Trust’s intention to do so pursuant to action by the
Board or pursuant to the vote of a majority of the outstanding voting securities
of the Fund. The Sub-Adviser may terminate this Agreement at any
time, without the payment of a penalty, on ninety (90) days’ written notice to
the Investment Manager and the Trust of its intention to do so. Upon
termination of this Agreement, the obligations of all the parties hereunder
shall cease and terminate as of the date of such termination, except for (i)
any
obligation arising out of or relating to a breach of this Agreement committed
prior to such termination, (ii) the obligation of the Investment Manager to
pay
to the Sub-Adviser the fee provided in Paragraph 4 hereof, prorated to the
date
of termination, and (iii) any indemnification obligation provided in Paragraph
7
hereof. This Agreement shall automatically terminate in the event of
its assignment or upon the termination of the Investment Management
Agreement.
9. Any
information and advice furnished by either party to this Agreement to the other
party shall be treated as confidential and shall not be disclosed to third
parties without the consent of the other party
hereto. Notwithstanding the foregoing, information shall not be
subject to such confidentiality obligations if it:
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(i)
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is
already known to the receiving party at the time it is obtained (other
than through previous disclosure by the protected party or by a party
known by the receiving party to be bound by a confidentiality obligation
to the protected party);
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(ii)
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is
or becomes publicly known or available through no wrongful act of
the
receiving party;
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(iii)
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is
rightfully received from a third party who, to the best of the receiving
party's knowledge, is not under a duty of
confidentiality;
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(iv)
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is
required to be disclosed by the receiving party pursuant to a requirement
of a court order, subpoena, governmental or regulatory agency or
law
(provided the receiving party provides the protected party written
notice
of such requirement, to the extent such notice is
permitted);
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(v)
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is
relevant to the defense of any claim or cause of action asserted
against
the receiving party (provided the receiving party provides the protected
party with sixty (60) days' written notice of any disclosure if
practicable or such lesser amount as may be necessary and provided
such
notice does not prejudice the receiving party);
or
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(vi)
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has
been or is independently developed or obtained by the receiving
party.
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The
Sub-Adviser shall not disclose any “nonpublic personal information” (as such
term is defined in Regulation S-P, including any amendments thereto) pertaining
to the customers of the Trust or a client of the Investment Manager to any
third
party or use such information other than for the purpose of providing the
services contemplated by this Agreement.
10. The
Sub-Adviser represents, warrants and agrees that:
(a) 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) to the best of its knowledge, 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 the 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
Investment Manager 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. The Sub-Adviser will
also
promptly notify the Fund and the Investment Manager if it is served or otherwise
receives 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, provided, however, that routine regulatory examinations
that do not specifically relate to the Managed Portion or the Fund shall not
be
required to be reported by this provision.
(b) The
Sub-Adviser has adopted a written code of ethics complying with the requirements
of Rule 17j-1 under the 1940 Act and will provide the Investment Manager and
the
Board with a copy of such code of ethics, together with evidence of its
adoption. In accordance with the requirements of Rule 17j-1, the
Sub-Adviser shall certify to the Investment Manager that the Sub-Adviser has
complied in all material respects with the requirements of Rule 17j-1 during
the
previous year and that there has been no material violation of the Sub-Adviser’s
code of ethics relating to the services the Sub-Adviser performs under this
Agreement or, if such a material violation has occurred, that appropriate action
was taken in response to such violation. Upon the written request of the
Investment Manager, the Sub-Adviser shall provide to the Investment Manager,
its
employees or its agents all information required by Rule 17j-1(c)(1) relating
to
the approval by the Fund's Board of Trustees of the Sub-Adviser’s code of ethics
relating to the services the Sub-Adviser performs under this
Agreement.
(c) The
Sub-Adviser has provided the Investment Manager with a copy of its Form ADV
at
least forty-eight (48) hours prior to execution of this Agreement, which as
of
the date of this Agreement is its Form ADV as most recently filed with the
SEC,
and promptly will furnish a copy of all amendments to the Investment Manager
at
least annually. Such amendments shall reflect all changes in the Sub-Adviser’s
organizational structure, professional staff or other significant developments
affecting the Sub-Adviser, as required by the Advisers Act.
(d) The
Sub-Adviser will notify the Trust and the Investment Manager of any event that
would be deemed an assignment of this Agreement, with the exception of any
assignment by or with respect to the Investment Manager, or change of control
of
the Sub-Adviser, as applicable, or any change in the senior management personnel
of the Sub-Adviser or any change in the portfolio manager(s) of the Managed
Portion, prior to or promptly after such change. The Investment
Manager will notify the Sub-Adviser of any event that would be deemed an
assignment of this Agreement, with the exception of any assignment by or with
respect to the Sub-Adviser, or change of control of the Investment Manager,
as
applicable. The Sub-Adviser agrees to bear all reasonable expenses of the
Fund, if any, arising out of an assignment of this Agreement or change in
control of the Sub-Adviser so long as the assignment is not by or with respect
to the Investment Manager.
(e) The
Sub-Adviser agrees to maintain an appropriate level of errors and omissions
or
professional liability insurance coverage as shall be reasonably necessary
in
light of its obligations under this Agreement.
11. This
Agreement shall extend to and bind the successors of the parties
hereto. Nothing in this Agreement, express or implied, is intended to
or shall (a) confer on any person other than the parties hereto and their
respective successors or permitted assigns any rights (including third party
beneficiary rights), remedies, obligations or liabilities under or by reason
of
this Agreement, or (b) constitute the parties hereto as partners or as
participants in a joint venture.
12. For
the purposes of this Agreement, the terms “vote of a majority of the outstanding
voting securities,” “interested person,” “affiliated person,” and “assignment”
shall have the meanings given them in the 1940 Act, subject, however to such
exemptions as may be granted by the SEC and its staff under the 1940
Act.
149605/9
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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MONDRIAN
INVESTMENT PARTNERS LIMITED
/s/ Xxxxx
Xxxxxx
By:
Name: Xxxxx
Xxxxxx
Title: CEO
Attest: /s/
X. Xxxxxxx
Name: X.
Xxxxxxx
Title: Assistant
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LINCOLN
INVESTMENT ADVISORS CORPORATION
/s/ Xxxxx
X. Xxxxxxx
By:
Name: Xxxxx
X. Xxxxxxx
Title: Second
Vice President
Attest:
/s/ Xxxxxxx X. Xxxxx, Xx.
Name:
Xxxxxxx X. Xxxxx, Xx.
Title: Second
Vice President
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Agreed
to
and accepted as of the day and year above written:
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LVIP
MONDRIAN INTERNATIONAL VALUE FUND, a series of Lincoln Variable Insurance
Products Trust
/s/ Xxxxx
X. Xxxxxxxxx
By:
Name: Xxxxx
X. Xxxxxxxxx
Title: President
Attest:
/s/ Xxxxxxx X. Xxxx
Name: Xxxxxxx
X. Xxxx
Title: Secretary
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149605/9
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:
.20%
of the average daily net assets of
the Fund
000000/0
XXXX
Series 15-18 & 30-33
SUB-ADVISORY
AGREEMENT
(for
Fund of Funds)
This
Sub-Advisory Agreement (“Agreement”) executed as of April 30, 2007, is between
Lincoln Investment Advisors Corporation, a New Hampshire corporation(hereinafter
the “Adviser”), and Wilshire Associates Incorporated, a California corporation
(the “Sub-Adviser”);
WHEREAS,
the Lincoln Variable Insurance Products Trust (“Trust”) on behalf of the Funds
listed in Schedule A to this Agreement (each, a “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 each Fund; and
WHEREAS,
the Adviser desires to appoint the Sub-Adviser as investment sub-adviser to
provide investment advisory and asset allocation services (“Advisory Services”)
to each of the Funds, and the Sub-Adviser is willing to serve each 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. The
Adviser hereby appoints the Sub-Adviser to provide the Advisory Services
specified in this Agreement for each Fund, and the Sub-Adviser hereby accepts
such appointment and agrees to render the services.
2. (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 of Advisory Services to each Fund, which program shall at all times
meet
the diversification requirements of Section 817(h) of the Internal Revenue
Code
of 1986 (the “Code”). Such investment program shall include, without
limitation and consistent with the investment objectives, policies and
restrictions applicable to each Fund, the Sub-Adviser’s determination of the
portion of each Fund’s assets to be invested in: (i) mutual funds
selected by The Lincoln National Life Insurance Company , the Funds’ sponsor,
(ii) direct portfolio securities and other investments, and (iii)
cash. The Sub-Adviser will make investment decisions on behalf of
each Fund and instruct each Fund or the Fund’s designee to place orders for the
purchase and sale of such investments.
(b) The
Sub-Adviser shall, at its expense, furnish (i) all necessary investment and
management facilities, including, without limitation, salaries of personnel,
required for it to execute its duties faithfully and (ii) administrative
facilities, including, without limitation, bookkeeping, clerical
personnel and equipment necessary for the efficient conduct of the investment
affairs of each Fund (excluding determination of net asset value per share,
portfolio accounting and shareholder accounting services).
(c) If
the Sub-Adviser
places orders for a Fund for the purchase and sale of portfolio investments
other than mutual funds, in the selection of brokers, dealers or futures
commission merchants, the Sub-Adviser shall use its best efforts to obtain
for
each 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. In using its best efforts to
obtain for each Fund the most favorable price and execution available, the
Sub-Adviser, bearing in mind each Fund’s best interests at all times, shall
consider all factors it deems relevant, including, without limitation and 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, 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 a 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 each Fund and to other clients of the
Sub-Adviser as to which the Sub-Adviser exercises investment
discretion.
(d) The
Sub-Adviser shall: (i) vote proxies, exercise conversion or subscription rights,
and respond to tender offers and other consent solicitations (“Corporation
Action”) with respect to the issuers of securities held in each Fund in the
manner in which the Sub-Adviser believes to be in the best interests of each
Fund, provided materials relating to such Corporation Actions have been timely
received by the Sub-Adviser; (ii) will submit reports regarding such Corporation
Actions, including, without limitation, a copy of any policies regarding such
Corporation Actions, in a form reasonably satisfactory to the Adviser and the
Funds in order to comply with any applicable federal or state reporting
requirements; and (iii) review its proxy voting activities on a
periodic basis with the Trustees. Upon sixty (60) days’ written
notice to the Sub-Adviser, the Trustees may withdraw the authority granted
to
the Sub-Adviser pursuant to this Section.
(e) The
Sub-Adviser will provide advice and assistance to the 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 each
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 each 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 to the Adviser
from
time to time at such reasonable times as the parties may agree to review
investment policies of the Funds and to consult with the Adviser regarding
the
investment affairs of the Funds.
(g) The
Sub-Adviser shall not consult with any other sub-adviser to a Fund or a
sub-adviser to a portfolio that is under common control with the Funds
concerning the assets of the Funds, except as permitted by the policies and
procedures of the Funds.
(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 each Fund; (ii)
the
stated investment objectives, policies and restrictions of each Fund; (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 Funds.
(i) The
Sub-Adviser shall assist each 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 each Fund with disclosure for use in
each 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 and/or the Chief
Compliance Officer of the Trust and/or the Adviser with such information,
certifications and reports as such persons may 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, the Code of Ethics of the Sub-Adviser
and
the Trust and certifications as to the validity of certain information included
in each 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.
3. The
Advisory 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.
4. (a) Subject
to the annual Board approval requirements of Section 6(b) below, 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 calculated in
accordance with the fee schedule applicable to each Fund as set forth in
Schedule B attached hereto.
(b) The
fee shall be paid by the Adviser, and not by a 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 at the time set
forth in Schedule B or if a monthly fee, 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.
5. This
Agreement shall automatically terminate with respect to a Fund, 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. (a) This
Agreement shall become effective upon its execution, and shall remain in full
force and effect continuously thereafter for each Fund (unless terminated
automatically as set forth in Section 5) until terminated as set forth
below. Termination of this Agreement pursuant to this Section 6 shall
be without the payment of any penalty.
(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 in conformance with the 1940 Act; provided, however, that this
Agreement may be terminated at any time with respect to a Fund:
(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) No
amendment to this Agreement shall be effective unless (i) there is
written consent of the parties to this Agreement and (ii) the
amendment is approved in a manner consistent with the 1940 Act as interpreted
or
permitted by the U.S. Securities and Exchange Commission (“SEC”) and/or its
staff.
7. 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 a 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 a
Fund, and (d) the principal officers of Wilshire Funds Management Division
or
any portfolio manager of a Fund shall have changed.
8. (a) 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,
the Sub-Adviser shall not be subject to any liability to a Fund or to any
shareholder of a 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 a Fund meets the
diversification requirements of Section 817(h) of the Code, as required by
Section 2(a) of this Agreement, shall constitute gross negligence per se under
sub-paragraph 8(a) above.
(c) Failure
by the Sub-Adviser to assure that any disclosure provided by the Sub-Adviser
for
inclusion in a 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 8(a) above.
9. The
Sub-Adviser shall indemnify and hold harmless the Adviser and its officers,
directors, trustees, employees and agents from and against any and all
liabilities, losses, claims, damages and expenses, including, without
limitation, reasonable attorneys’ fees and expenses, of any kind or nature
directly or indirectly resulting from or out of any gross negligence, willful
misfeasance, bad faith or reckless disregard in fulfilling its obligations
under
this Agreement.
In
addition to the foregoing, the Sub-Adviser agrees to indemnify the Adviser
and
each Fund for, and hold them harmless against, any and all losses, claims,
damages, liabilities (including, without limitation, amounts paid in settlement
with the written consent of the Sub-Adviser) or litigation (including, without
limitation, legal and other expenses) to which the Adviser or a Fund may become
subject as a result of:
(i)
any
failure by the Sub-Adviser, whether unintentional or in good faith or otherwise,
to adequately diversify the investment program of a Fund pursuant to the
requirements of Section 817(h) of the Code, and the regulations issued
thereunder; or
(ii)
any
untrue statement of a material fact contained in disclosure provided by the
Sub-Adviser for inclusion in a 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.
10. (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 each Fund’s investments made
by the Sub-Adviser that are required to be maintained by a 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 a Fund are the property of
that
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. 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 to such reasonable periodic,
special and other examinations by the SEC, each Fund’s auditors, any
representative of a Fund, the Adviser, or any governmental agency or other
instrumentality having regulatory authority over the Funds.
11. (a) The
Sub-Adviser hereby consents to the use of its name in the Trust’s Registration
Statement, other disclosure documents, shareholder communications, advertising,
sales literature and similar communications.
(b) The
Sub-Adviser shall not use the name of the Trust, any Fund, the Adviser or any
affiliate of the Adviser (other than that of any affiliate of the Sub-Adviser
that is an affiliate of the Adviser solely by reason of the sub-adviser’s
affiliation with the Fund) in any materials related to the Trust or a Fund
distributed to third parties, including, without limitation, each Fund’s
shareholders, without prior review and written approval by the Funds or the
Adviser, as applicable. Each Fund and the Adviser agree to respond to
any request for approval on a prompt and timely basis. Failure by a
Fund or the Adviser 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 Funds. Upon termination of this Agreement, the
Sub-Adviser, shall, to the extent applicable and as soon as is reasonably
possible, cease to use the actual or fictitious name(s), xxxx(s), derivatives(s)
and/or logo(s) of the Trust, any Fund and the Adviser.
(c) Except
as expressly provided under this Agreement, neither the Sub-Adviser nor any
of
its officers or employees shall act upon or disclose to any person any material
non-public information with respect to a Fund, the Trust or the Adviser,
including, without limitation, the portfolio holdings of a Fund.
12. This
Agreement shall be governed by the laws of the State of Delaware, without regard
to conflict of law principles; provided, however, that nothing herein shall
be
construed in a manner inconsistent with the 1940 Act.
13. If
any provision of this Agreement shall be held or made invalid by a court
decision, statute, rule or otherwise, the remainder of this Agreement shall
not
be affected hereby and, to this extent, the provisions of this Agreement shall
be deemed to be severable. 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 provisions 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. 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.
15. Adviser
hereby acknowledges having received a copy of Part II of Sub-Adviser’s Form ADV,
at least 48 hours prior to executing this Agreement.
IN
WITNESS WHEREOF, the parties hereto have caused this instrument to be executed
by their duly authorized representatives as of the day and year first above
written.
LINCOLN
INVESTMENT ADVISORS CORPORATION
/s/ Xxxxx
X.
Xxxxxxx
Name: Xxxxx
X. Xxxxxxx
Title:
Second Vice President
WILSHIRE
ASSOCIATES INCORPORATED
/s/
Xxxxxxxx X.
Xxxxxxx
Name: Xxxxxxxx
X. Xxxxxxx
Title:
Senior Managing Director
Accepted
and agreed to
as
of the
day and year
first
above written:
LINCOLN
VARIABLE INSURANCE PRODUCTS TRUST,
on
behalf of the Funds listed on Schedule A
/s/ Xxxxx
X.
Xxxxxxxxx
Name: Xxxxx
X. Xxxxxxxxx
Title: President
453012/3
SCHEDULE
A
This
SCHEDULE A lists the Funds for
which the Sub-Adviser provides Advisory Services pursuant to this
Agreement:
LVIP
Wilshire Conservative Profile Fund
LVIP
Wilshire Moderate Profile Fund
LVIP
Wilshire Moderately Aggressive Profile Fund
LVIP
Wilshire Aggressive Profile Fund
LVIP
Wilshire 2010 Profile Fund
LVIP
Wilshire 2020 Profile Fund
LVIP
Wilshire 2030 Profile Fund
LVIP
Wilshire 2040 Profile Fund
453012/3
A-
SCHEDULE
B
Sub-Advisory
Fee for each Fund
The
Adviser will pay the Sub-Adviser as follows:
|
Calendar
Year
|
Fee
Rate per Fund
|
|
|
The
Fund’s pro rata portion of the “Combined Assets” Fee calculated at the end
of each month.
|
||
|
Combined
Assets*
For
the first $500 million
Over
$500 million but less than $1 billion
Over
$1 billion but less than $3 billion
Over
$3 billion
|
Annual
Fee
0.08%
0.06%
0.05%
0.04%
|
|
*“Combined
Assets” means the sum of the average daily net assets of the: LVIP Wilshire
Conservative Profile Fund, LVIP Wilshire Moderate Profile Fund, LVIP Wilshire
Moderately Aggressive Profile Fund, LVIP Wilshire Aggressive Profile Fund,
LVIP
Wilshire 2010 Profile Fund, LVIP Wilshire 2020 Profile Fund, LVIP Wilshire
2030
Profile Fund, and LVIP Wilshire 2040 Profile Fund.
000000-0
XXXX
Series 19
SUB-ADVISORY
AGREEMENT
LVIP
CAPITAL GROWTH FUND
This
Sub-Advisory Agreement
(“Agreement”) executed as of April 30, 2007, is between LINCOLN INVESTMENT
ADVISORS CORPORATION, a New Hampshire corporation (the “Adviser”), and
WELLINGTON MANAGEMENT COMPANY, LLP, a Massachusetts limited liability
partnership (the “Sub-Adviser”).
WHEREAS,
Lincoln Variable Insurance Products Trust (the “Trust”), on behalf of the LVIP
Capital Growth 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 FUND.
(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”). 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-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,
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 provided to 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 or 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;
provided that the Sub-Adviser shall not be required to act in conformity with
the documents or instructions set out in (i), (ii) and (iv) above, or any
amendments to such documents or instructions, until the Adviser has provided
copies of such documents or instructions to the Sub-Adviser.
(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 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 reasonably 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.
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. The Sub-Adviser is hereby authorized to engage any of its
affiliates to provide it with investment management or advisory and related
services with respect to the performance of the Sub-Adviser’s obligations under
this Agreement. The Sub-Adviser shall remain liable for the
performance of its obligations under this Agreement, and for the acts and
omissions of such affiliates and the Advser shall not be responsible for any
fees which any affiliate may charge to the Sub-Adviser in connection with such
services.
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 Invertment 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 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.
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 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.
Notwithstanding
Section 7, 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 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 and the Sub-Adviser’s duties under this Agreement 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.
10. CONFIDENTIAL
INFORMATION
(a) Any
information or
recommendations supplied by either the Adviser or the Sub-Adviser in connection
with the performance of its obligations and duties hereunder, including
portfolio holdings of the Fund, financial information or other information
relating to a party to this Agreement, which are not either otherwise publicly
available or previously known to the other party as of the date of their
disclosure, are to be regarded as confidential (“Confidential
Information”). Except as may be required by applicable law or rule or
as requested by regulatory authorities having jurisdiction over a party to
this
Agreement, Confidential Information may be used by the party to which said
information has been communicated only for the purposes expressly contemplated
by this Agreement (and by such other persons or agents as that party reasonably
believes are necessary to carry out such purposes) and by such other persons
as
the Fund may expressly authorize.
(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 or which are not otherwise publicly available.
11. 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.
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.
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:
|
(c)
|
If
to the Sub-Adviser:
|
Wellington
Management Company, LLP
00
Xxxxx
Xxxxxx
Xxxxxx,
Xxxxxxxxxxxxx 00000
Attn:
Regulatory Affairs
Facsimile
(000) 000-0000
|
(d)
|
If
to the Adviser:
|
Lincoln
Investment Advisors Corporation
Xxx
Xxxxxxx Xxxxx
Xxxxxxx,
XX 00000
Attn:
Xxxxx Xxxxxxxxx
Facsimile
(000) 000-0000
15. 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.
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 Xxxxx
Name: Xxxxx
BoothTitle: President
WELLINGTON
MANAGEMENT COMPANY, LLP
--__--------___________________________
Name:
Title:
Accepted
and agreed to
as
of the
day and year
first
above written:
LINCOLN
VARIABLE INSURANCE PRODUCTS TRUST,
on
behalf
of the LVIP Capital Growth Fund
/s/
Xxxxx X.
Xxxxxxxxx
Name: Xxxxx
X. Xxxxxxxxx
Title: President
000000-0
XXXX
Series 20
SUB-ADVISORY
AGREEMENT
LVIP
XXXXXXX INTERNATIONAL GROWTH FUND
This
Sub-Advisory Agreement
(“Agreement”) executed as of April 30, 2007, is between LINCOLN INVESTMENT
ADVISORS CORPORATION, a New Hampshire corporation (the “Adviser”), and XXXXXXX
CAPITAL MANAGEMENT, LLC, a Delaware limited liability company (the
“Sub-Adviser”).
WHEREAS,
Lincoln Variable Insurance Products Trust (the “Trust”), on behalf of the LVIP
Xxxxxxx International Growth 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 FUND.
(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”). 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 prior written
notice.
(d) The
Sub-Adviser will select brokers and dealers to effect portfolio transactions
subject to the conditions set forth herein, or as may be further permitted
by
such policies or procedures as may be established by the Board of
Trustees. In the selection of brokers or dealers 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 best execution
available in the circumstances. The Sub-Adviser 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. The Adviser acknowledges that to the extent it directs the
Sub-Adviser not to execute transactions through a particular broker or dealer,
the Fund will not be able to participate in the Sub-Adviser’s aggregation with
respect to transactions placed by the Sub-Adviser for its other clients with
such broker or dealer, as discussed below. In using its best efforts
to obtain for the Fund the best execution available in the circumstances, 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 or dealer involved; and the
quality of service rendered by the broker or dealer in other
transactions. Subject to such policies as the Trustees may determine
in compliance with Section 28(e) of the Securities Exchange Act of 1934, as
amended, 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 or dealer 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 or dealer 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 or dealer, 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.
The
Sub-Adviser makes no representation or warranty, express or implied, that any
level of performance or investment results will be achieved by the Fund or
that
the Fund will perform comparably with any standard or index, including other
clients of the Sub-Adviser, whether public or private.
(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 certain 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 reasonably 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”) pertaining to the Fund, and shall provide the Fund with
disclosures pertaining to the Fund 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 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
and
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 certain officers and
employees (including its Chief Compliance Officer) reasonably 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.
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 served or otherwise receive
notice directed to it of any action, suit, proceeding, inquiry or investigation,
at law or in equity, before or by any court, public board or body, involving
the
Fund, and (d) any portfolio manager of the Sub-Adviser serving the Fund shall
have changed.
7. NONLIABILITY
OF SUB-ADVISER.
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.
8. INDEMNIFICATION.
(a) Notwithstanding
Section
7, 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 or approved 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
disclosure containing 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
either provided or approved by Sub-Adviser expressly for inclusion in the Fund’s
Regulatory Filings.
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 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.
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 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.
11. 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 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) business
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) business 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.
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:
|
(e)
|
If
to the Sub-Adviser:
|
Xxxxxxx
Capital Management, LLC
0000
00xx
Xxxxxx
Xxxxx
0000
Xxxxxx,
Xxxxxxxx 00000
Attn:
Xxxx Xxxxxx
Facsimile
(000) 000-0000
|
(f)
|
If
to the Adviser:
|
Lincoln
Investment Advisors Corporation
Xxx
Xxxxxxx Xxxxx
Xxxxxxx,
XX 00000
Attn:
Xxxxx Xxxxxxxxx
Facsimile
(000) 000-0000
15. 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.
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
Xxxxx
Name: Xxxxx
BoothTitle: President
XXXXXXX
CAPITAL MANAGEMENT, LLC
/s/
Xxxxxxxxxxx X. Xxxxxxx
Name: Xxxxxxxxxxx
X. Xxxxxxx
Title: President
Accepted
and agreed to
as
of the
day and year
first
above written:
LINCOLN
VARIABLE INSURANCE PRODUCTS TRUST,
on
behalf
of the LVIP Marsico International Growth Fund
/s/
Xxxxx X.
Xxxxxxxxx
Name: Xxxxx
X. Xxxxxxxxx
Title: President
448999-1
SCHEDULE
A
Fee
Schedule
The
Adviser shall pay to the
Sub-Adviser compensation at an annual rate as follows:
|
Name
of Portfolio
|
Sub-Advisory
Fee
|
|
LVIP
Marsico International Growth Fund
|
0.50%
|
000000-0
XXXX
Series 21
SUB-ADVISORY
AGREEMENT
LVIP
MID-CAP GROWTH FUND
This
Sub-Advisory Agreement
(“Agreement”) executed as of April 30, 2007, is between LINCOLN INVESTMENT
ADVISORS CORPORATION, a New Hampshire corporation (the “Adviser”), and XXXXXX
INVESTMENT PARTNERS, INC., a Pennsylvania corporation (the
“Sub-Adviser”).
WHEREAS,
Lincoln Variable Insurance Products Trust (the “Trust”), on behalf of the LVIP
Mid-Cap Growth 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 FUND.
(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”). 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-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,
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 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.
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 Invertment 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 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.
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.
(c) 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 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.
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 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.
11. 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.
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.
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:
|
(g)
|
If
to the Sub-Adviser:
|
Xxxxxx
Investment Partners, Inc.
0000
Xxxxxxxxx Xxxxx
Xxxxx
000
Xxxxxx,
Xxxxxxxxxxxx 00000
Attn:
President
Facsimile
(000) 000-0000
|
(h)
|
If
to the Adviser:
|
Lincoln
Investment Advisors Corporation
Xxx
Xxxxxxx Xxxxx
Xxxxxxx,
XX 00000
Attn:
Xxxxx Xxxxxxxxx
Facsimile
(000) 000-0000
15. 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.
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 Xxxxx
Name: Xxxxx
BoothTitle: President
XXXXXX
INVESTMENT PARTNERS, INC.
/s/
Xxxxx
X. XxXxxxx
Name: Xxxxx
X. XxXxxxx, Esquire
Title: General
Counsel
& CCO
Accepted
and agreed to
as
of the
day and year
first
above written:
LINCOLN
VARIABLE INSURANCE PRODUCTS TRUST,
on
behalf
of the LVIP Mid-Cap Growth Fund
/s/
Xxxxx X.
Xxxxxxxxx
Name:
Xxxxx X. Xxxxxxxxx
Title: President
448999-1
SCHEDULE
A
Fee
Schedule
The
Adviser shall pay to the
Sub-Adviser compensation at an annual rate as follows:
000000-0
XXXX
Series 22
SUB-ADVISORY
AGREEMENT
LVIP
MID-CAP VALUE FUND
This
Sub-Advisory Agreement
(“Agreement”) executed as of April 30, 2007, is between LINCOLN INVESTMENT
ADVISORS CORPORATION, a New Hampshire corporation (the “Adviser”), and
WELLINGTON MANAGEMENT COMPANY, LLP, a Massachusetts limited liability
partnership (the “Sub-Adviser”).
WHEREAS,
Lincoln Variable Insurance Products Trust (the “Trust”), on behalf of the LVIP
Mid-Cap Value 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 FUND.
(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”). 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-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,
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 provided to 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 or 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;
provided that the Sub-Adviser shall not be required to act in conformity with
the documents or instructions set out in (i), (ii) and (iv) above, or any
amendments to such documents or instructions, until the Adviser has provided
copies of such documents or instructions to the Sub-Adviser.
(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 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 reasonably 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.
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. The Sub-Adviser is hereby authorized to engage any of its
affiliates to provide it with investment management or advisory and related
services with respect to the performance of the Sub-Adviser’s obligations under
this Agreement. The Sub-Adviser shall remain liable for the
performance of its obligations under this Agreement, and for the acts and
omissions of such affiliates and the Advser shall not be responsible for any
fees which any affiliate may charge to the Sub-Adviser in connection with such
services.
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 Invertment 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 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.
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 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.
Notwithstanding
Section 7, 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 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 and the Sub-Adviser’s duties under this Agreement 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.
10. CONFIDENTIAL
INFORMATION
(a) Any
information or
recommendations supplied by either the Adviser or the Sub-Adviser in connection
with the performance of its obligations and duties hereunder, including
portfolio holdings of the Fund, financial information or other information
relating to a party to this Agreement, which are not either otherwise publicly
available or previously known to the other party as of the date of their
disclosure, are to be regarded as confidential (“Confidential
Information”). Except as may be required by applicable law or rule or
as requested by regulatory authorities having jurisdiction over a party to
this
Agreement, Confidential Information may be used by the party to which said
information has been communicated only for the purposes expressly contemplated
by this Agreement (and by such other persons or agents as that party reasonably
believes are necessary to carry out such purposes) and by such other persons
as
the Fund may expressly authorize.
(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 or which are not otherwise publicly available.
11. 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.
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.
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:
|
(i)
|
If
to the Sub-Adviser:
|
Wellington
Management Company, LLP
00
Xxxxx
Xxxxxx
Xxxxxx,
Xxxxxxxxxxxxx 00000
Attn:
Regulatory Affairs
Facsimile
(000) 000-0000
|
(j)
|
If
to the Adviser:
|
Lincoln
Investment Advisors Corporation
Xxx
Xxxxxxx Xxxxx
Xxxxxxx,
XX 00000
Attn:
Xxxxx Xxxxxxxxx
Facsimile
(000) 000-0000
15. 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.
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 Xxxxx
Name: Xxxxx
BoothTitle: President
WELLINGTON
MANAGEMENT COMPANY, LLP
/s/---------
Name:
Title:
Accepted
and agreed to
as
of the
day and year
first
above written:
LINCOLN
VARIABLE INSURANCE PRODUCTS TRUST,
on
behalf
of the LVIP Mid-Cap Value Fund
/s/
Xxxxx X.
Xxxxxxxxx
Name: Xxxxx
X. Xxxxxxxxx
Title: President
000000-0
XXXX
Series 23
SUB-ADVISORY
AGREEMENT
LVIP
S&P 500 INDEX FUND
This
Sub-Advisory Agreement
(“Agreement”) executed as of April 30, 2007, is between LINCOLN INVESTMENT
ADVISORS CORPORATION, a New Hampshire corporation (the “Adviser”), and MELLON
CAPITAL MANAGEMENT COPORATION, a Delaware corporation (the
“Sub-Adviser”).
WHEREAS,
Lincoln Variable Insurance Products Trust (the “Trust”), on behalf of the LVIP
S&P 500 Index 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 FUND.
(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”). 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. The Sub-Adviser acknowledges that the
Trustees and the Adviser are fiduciaries with management direction and control
of the Fund.
(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).
(c) The
Sub-Adviser shall vote proxies relating to the Fund’s investment securities in
accordance with Sub-Adviser’s proxy voting guidelines 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.) 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 seek best execution under the circumstances of the particular transaction
taking into consideration the full range and quality of a broker’s services in
placing brokerage including, among other things, the value of research provided
as well as execution capability, commission rate, financial responsibility
and
responsiveness to the Sub-Adviser. Sub-Adviser is not under any duty
to execute transactions for the Account before or after transactions for other
like accounts managed by 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 does so pursuant to Section 28(e) of the Securities and
Exchange Act of 1934 and other applicable law. The Sub-Adviser shall
maintain records adequate to demonstrate compliance with this
section.
Sub-Adviser
may aggregate sales and purchase orders of securities or derivatives held in
the
Fund with similar orders being made simultaneously for other portfolios managed
by Sub-Adviser if, in Sub-Adviser’s reasonable judgment, and subject to
applicable rules regulations and the Sub-Adviser’s policy, such aggregation
shall result in an overall economic benefit to the Fund. 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 reasonable advice and assistance to the 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.
(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
reasonably 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, which shall have been provided to
the
Sub-Adviser: (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”); and (iv) its general
fiduciary responsibility to the Fund.
(i) The
Sub-Adviser shall reasonably 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 reasonably
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 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 reasonably 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) reasonably 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.
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 and take action with respect to other
clients that may differ from action taken or from the timing or nature of action
taken by Sub-Adviser for the Fund 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
written notice to the Sub-Adviser that the Board of Trustees of the Trust or
by
vote of a majority of the outstanding voting securities of the Fund on 7 days
written notice to Sub- Adviser has determined to terminate the
Sub-Adviser;
(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.
(a) 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 executive officers or any senior
investment professionals of the Sub-Adviser in charge of investment decisions
of
the Fund shall have changed.
(b) To
facilitate the Sub-Adviser’s fulfillment of its obligations under this
Agreement, the Adviser will undertake the following:
(i) The
Adviser agrees, on an ongoing basis, to provide the Sub-Adviser with all
amendments and supplements to the Fund’s Prospectus. However,
amendments and supplements which the Adviser reasonably believes could impact
on
the Sub-Adviser’s ability to fulfill its obligations under this Agreement shall
be provided to the Sub-Adviser prior to filing with SEC; and
(ii) the
Adviser agrees to provide or cause to be provided to the Sub-Adviser on an
ongoing basis, such information as is reasonably requested by the Sub-Adviser
for performance by the Sub-Adviser of its obligations under this Agreement,
and
the Sub-Adviser shall not be in breach of any term of this Agreement or be
deemed to have acted negligently if the Adviser fails to provide or cause to
be
provided such requested information and the Sub-Adviser relies on the
information most recently furnished to the Sub-Adviser.
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.
8.
INDEMNIFICATION.
(a) Notwithstanding
Section
7, 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 (i) 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, (ii) any
matters as to which Sub-Adviser shall be finally adjudged to have been guilty
of
willful misconduct or negligence, or (iii) any breach by Sub-Adviser of the
terms of this Agreement, including, but not limited to, Sub-Adviser’s
representations and warranties hereunder.
(b) The
Adviser agrees to
indemnify the Sub-Adviser and its officers, directors and employees (the
“Covered Parties”), and hold them 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 Covered Parties may become subject except for any losses,
claims, damages or liabilities arising from the Sub-Adviser’s willful
misfeasance, bad faith or negligence.
(c) Notwithstanding
any
other provision of this Agreement, the Sub-Adviser shall not be liable for
any
loss to the Adviser or Fund caused by circumstances beyond the Sub-Adviser’s
reasonable control including, but not limited to, government restrictions,
exchange or market rulings, suspensions of trading, acts of civil or military
authority, national emergencies, earthquakes, floods or other catastrophes,
acts
of God, wars or failures of communications or power supply. In the
event of equipment breakdown caused by circumstances beyond its reasonable
control, the Sub-Adviser shall take all commercially reasonable steps necessary
to minimize interruptions in the services contemplated under this
Agreement.
This
Section 8 shall survive the
termination of this Agreement.
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 written 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 (i) requested by
applicable federal or state regulatory authorities or an auditor or (ii)
required 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.
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 (i)
requested by applicable federal or state regulatory authorities or an auditor,
or (ii) as required by this Agreement (including our proxy voting
agent).
(b) Notwithstanding
the
foregoing, the Sub-Adviser shall not disclose to any non-governmental third
party the “non-public portfolio holdings” of the Fund, unless 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. “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, or holdings which have otherwise
been made public by Adviser or the Fund.
(c) Adviser
acknowledges the
confidential nature of the non-public information concerning the Sub-Adviser’s
investment management services, including, among other things, market research,
strategic plans, proprietary models, and portfolio analysis (the “Sub-Adviser
Confidential Information”) and will not disclose such records or information in
any manner other than authorized by the Sub-Adviser, or if disclosure (i) is
requested by applicable federal or state regulatory authorities or an auditor,
or (ii) as required by this Agreement.
11. 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, which approval shall not be unreasonably withheld or
delayed.
(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, which approval shall not be unreasonably
withheld or delayed.
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.
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:
|
(k)
|
If
to the Sub-Adviser:
|
Mellon
Capital Management Corporation
000
Xxxxxx Xxxxxx
Xxxxx
0000
Xxx
Xxxxxxxxx, XX 00000
Attn: Manager
of Client Service
Facsimile
(000) 000-0000
|
(l)
|
If
to the Adviser:
|
Lincoln
Investment Advisors Corporation
Xxx
Xxxxxxx Xxxxx
Xxxxxxx,
XX 00000
Attn:
Xxxxx Xxxxxxxxx
Facsimile
(000) 000-0000
15. 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.
16. MISCELLANEOUS
(a) Sub-Adviser
is expressly authorized to cause the assets of the Fund to be invested in Mellon
Financial Corporation Stock, to the extent such investment is consistent with
the investment objectives, policies and restrictions of the Fund and in
compliance with applicable law.
(b)
Authorized Representative acknowledges receipt of Part II or Manager’s Form ADV
at least 48 hours prior to entering into this Agreement, as required by Rule
204-3 under the Adviser’s Act.
(b) Sub-Adviser
shall at no time have the right to physically possess the assets of the Fund
or
have the assets registered in its own name or the name of its nominee, nor
shall
Sub-Adviser in any manner acquire or take possession of any income, whether
in
kind or cash, distributable by reason of selling, holding or controlling such
assets of the Fund. In accordance with the preceding sentence,
Sub-Adviser shall have no responsibility with respect to the collection of
income, physical acquisition or the safekeeping of the assets of the
Fund. All such duties of collection, physical acquisition and
safekeeping shall be the sole obligation of the Fund’s custodian.
(c) This
Agreement may be executed in any number of counterparts, including via
facsimile, each of which shall be deemed to be an original.
448999-1
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. ClevengerTitle: Chairman
MELLON
CAPITAL MANAGEMENT
CORPORATION
/s/
Xxxxx X. Xxxxx
Name: Xxxxx
X. Xxxxx
Title: Executive
Vice
President
Accepted
and agreed to
as
of the
day and year
first
above written:
LINCOLN
VARIABLE INSURANCE PRODUCTS TRUST,
on
behalf
of the LVIP S&P 500 Index Fund
/s/
Xxxxx X.
Xxxxxxxxx
Name: Xxxxx
X. Xxxxxxxxx
Title: President
448999-1
SCHEDULE
A
Fee
Schedule
The
Adviser shall pay to the
Sub-Adviser compensation at an annual rate as follows:
|
NAME
OF PORTFOLIO
|
ANNUAL
FEE AS A PERCENTAGE OF AVERAGE DAILY NET
ASSETS
|
|
LVIP
S&P 500 Index Fund
Mellon
Capital Management Corporation
|
.015%
of first $1
Billion
.010%
over $1
Billion
|
* Subject
to a minimum annual fee of $100,000.
000000-0
XXXX
Series 24
SUB-ADVISORY
AGREEMENT
LVIP
SMALL CAP INDEX FUND
This
Sub-Advisory Agreement
(“Agreement”) executed as of April 30, 2007, is between LINCOLN INVESTMENT
ADVISORS CORPORATION, a New Hampshire corporation (the “Adviser”), and MELLON
CAPITAL MANAGEMENT COPORATION, a Delaware corporation (the
“Sub-Adviser”).
WHEREAS,
Lincoln Variable Insurance Products Trust (the “Trust”), on behalf of the LVIP
Small Cap Index 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 FUND.
(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”). 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. The Sub-Adviser acknowledges that the
Trustees and the Adviser are fiduciaries with management direction and control
of the Fund.
(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).
(c) The
Sub-Adviser shall vote proxies relating to the Fund’s investment securities in
accordance with Sub-Adviser’s proxy voting guidelines 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.) 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 seek best execution under the circumstances of the particular transaction
taking into consideration the full range and quality of a broker’s services in
placing brokerage including, among other things, the value of research provided
as well as execution capability, commission rate, financial responsibility
and
responsiveness to the Sub-Adviser. Sub-Adviser is not under any duty
to execute transactions for the Account before or after transactions for other
like accounts managed by 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 does so pursuant to Section 28(e) of the Securities and
Exchange Act of 1934 and other applicable law. The Sub-Adviser shall
maintain records adequate to demonstrate compliance with this
section.
Sub-Adviser
may aggregate sales and purchase orders of securities or derivatives held in
the
Fund with similar orders being made simultaneously for other portfolios managed
by Sub-Adviser if, in Sub-Adviser’s reasonable judgment, and subject to
applicable rules regulations and the Sub-Adviser’s policy, such aggregation
shall result in an overall economic benefit to the Fund. 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 reasonable advice and assistance to the 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.
(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
reasonably 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, which shall have been provided to
the
Sub-Adviser: (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”); and (iv) its general
fiduciary responsibility to the Fund.
(i) The
Sub-Adviser shall reasonably 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 reasonably
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 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 reasonably 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) reasonably 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.
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 and take action with respect to other
clients that may differ from action taken or from the timing or nature of action
taken by Sub-Adviser for the Fund 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
written notice to the Sub-Adviser that the Board of Trustees of the Trust or
by
vote of a majority of the outstanding voting securities of the Fund on 7 days
written notice to Sub- Adviser has determined to terminate the
Sub-Adviser;
(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.
(a) 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 executive officers or any senior
investment professionals of the Sub-Adviser in charge of investment decisions
of
the Fund shall have changed.
(b) To
facilitate the Sub-Adviser’s fulfillment of its obligations under this
Agreement, the Adviser will undertake the following:
(i) The
Adviser agrees, on an ongoing basis, to provide the Sub-Adviser with all
amendments and supplements to the Fund’s Prospectus. However,
amendments and supplements which the Adviser reasonably believes could impact
on
the Sub-Adviser’s ability to fulfill its obligations under this Agreement shall
be provided to the Sub-Adviser prior to filing with SEC; and
(ii) the
Adviser agrees to provide or cause to be provided to the Sub-Adviser on an
ongoing basis, such information as is reasonably requested by the Sub-Adviser
for performance by the Sub-Adviser of its obligations under this Agreement,
and
the Sub-Adviser shall not be in breach of any term of this Agreement or be
deemed to have acted negligently if the Adviser fails to provide or cause to
be
provided such requested information and the Sub-Adviser relies on the
information most recently furnished to the Sub-Adviser.
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.
8.
INDEMNIFICATION.
(a) Notwithstanding
Section
7, 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 (i) 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, (ii) any
matters as to which Sub-Adviser shall be finally adjudged to have been guilty
of
willful misconduct or negligence, or (iii) any breach by Sub-Adviser of the
terms of this Agreement, including, but not limited to, Sub-Adviser’s
representations and warranties hereunder.
(b) The
Adviser agrees to
indemnify the Sub-Adviser and its officers, directors and employees (the
“Covered Parties”), and hold them 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 Covered Parties may become subject except for any losses,
claims, damages or liabilities arising from the Sub-Adviser’s willful
misfeasance, bad faith or negligence.
(c) Notwithstanding
any
other provision of this Agreement, the Sub-Adviser shall not be liable for
any
loss to the Adviser or Fund caused by circumstances beyond the Sub-Adviser’s
reasonable control including, but not limited to, government restrictions,
exchange or market rulings, suspensions of trading, acts of civil or military
authority, national emergencies, earthquakes, floods or other catastrophes,
acts
of God, wars or failures of communications or power supply. In the
event of equipment breakdown caused by circumstances beyond its reasonable
control, the Sub-Adviser shall take all commercially reasonable steps necessary
to minimize interruptions in the services contemplated under this
Agreement.
This
Section 8 shall survive the
termination of this Agreement.
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 written 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 (i) requested by
applicable federal or state regulatory authorities or an auditor or (ii)
required 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.
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 (i)
requested by applicable federal or state regulatory authorities or an auditor,
or (ii) as required by this Agreement (including our proxy voting
agent).
(b) Notwithstanding
the
foregoing, the Sub-Adviser shall not disclose to any non-governmental third
party the “non-public portfolio holdings” of the Fund, unless 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. “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, or holdings which have otherwise
been made public by Adviser or the Fund.
(c) Adviser
acknowledges the
confidential nature of the non-public information concerning the Sub-Adviser’s
investment management services, including, among other things, market research,
strategic plans, proprietary models, and portfolio analysis (the “Sub-Adviser
Confidential Information”) and will not disclose such records or information in
any manner other than authorized by the Sub-Adviser, or if disclosure (i) is
requested by applicable federal or state regulatory authorities or an auditor,
or (ii) as required by this Agreement.
11. 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, which approval shall not be unreasonably withheld or
delayed.
(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, which approval shall not be unreasonably
withheld or delayed.
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.
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:
|
(m)
|
If
to the Sub-Adviser:
|
Mellon
Capital Management Corporation
000
Xxxxxx Xxxxxx
Xxxxx
0000
Xxx
Xxxxxxxxx, XX 00000
Attn: Manager
of Client Service
Facsimile
(000) 000-0000
|
(n)
|
If
to the Adviser:
|
Lincoln
Investment Advisors Corporation
Xxx
Xxxxxxx Xxxxx
Xxxxxxx,
XX 00000
Attn:
Xxxxx Xxxxxxxxx
Facsimile
(000) 000-0000
15. 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.
16. MISCELLANEOUS
(a) Sub-Adviser
is expressly authorized to cause the assets of the Fund to be invested in Mellon
Financial Corporation Stock, to the extent such investment is consistent with
the investment objectives, policies and restrictions of the Fund and in
compliance with applicable law.
(b)
Authorized Representative acknowledges receipt of Part II or Manager’s Form ADV
at least 48 hours prior to entering into this Agreement, as required by Rule
204-3 under the Adviser’s Act.
(b) Sub-Adviser
shall at no time have the right to physically possess the assets of the Fund
or
have the assets registered in its own name or the name of its nominee, nor
shall
Sub-Adviser in any manner acquire or take possession of any income, whether
in
kind or cash, distributable by reason of selling, holding or controlling such
assets of the Fund. In accordance with the preceding sentence,
Sub-Adviser shall have no responsibility with respect to the collection of
income, physical acquisition or the safekeeping of the assets of the
Fund. All such duties of collection, physical acquisition and
safekeeping shall be the sole obligation of the Fund’s custodian.
(c) This
Agreement may be executed in any number of counterparts, including via
facsimile, each of which shall be deemed to be an original.
448999-1
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. ClevengerTitle: Chairman
MELLON
CAPITAL MANAGEMENT
CORPORATION
/s/
Xxxxx X. Xxxxx
Name:
Xxxxx X. Xxxxx
Title: Executive
Vice
President
Accepted
and agreed to
as
of the
day and year
first
above written:
LINCOLN
VARIABLE INSURANCE PRODUCTS TRUST,
on
behalf
of the LVIP Small Cap Index Fund
/s/
Xxxxx X.
Xxxxxxxxx
Name: Xxxxx
X. Xxxxxxxxx
Title: President
448999-1
SCHEDULE
A
Fee
Schedule
The
Adviser shall pay to the
Sub-Adviser compensation at an annual rate as follows:
|
NAME
OF PORTFOLIO
|
ANNUAL
FEE AS A PERCENTAGE OF AVERAGE DAILY NET
ASSETS
|
|
LVIP
Small-Cap Index Fund
Mellon
Capital Management Corporation
|
.030%
of first $500
Million
.020%
over $500
Million
|
* Subject
to a minimum annual fee of $100,000.
000000-0
XXXX
Series 25
SUB-ADVISORY
AGREEMENT
LVIP
VALUE OPPORTUNITIES FUND
This
Sub-Advisory Agreement
(“Agreement”) executed as of April 30, 2007, is between LINCOLN INVESTMENT
ADVISORS CORPORATION, a New Hampshire corporation (the “Adviser”), and DALTON,
GREINER, XXXXXXX, XXXXX & CO., LLC, a Delaware limited liability company
(the “Sub-Adviser”).
WHEREAS,
Lincoln Variable Insurance Products Trust (the “Trust”), on behalf of the LVIP
Value Opportunities 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 FUND.
(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”). 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-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,
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 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.
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 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.
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.
(c) 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 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.
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 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.
11. 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.
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.
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:
|
(o)
|
If
to the Sub-Adviser:
|
Dalton,
Greiner, Xxxxxxx, Xxxxx & Co.
000
Xxxxx
Xxxxxx
Xxxxx
0000
Xxx
Xxxx,
Xxx Xxxx 00000
Facsimile
(000) 000-0000
|
(p)
|
If
to the Adviser:
|
Lincoln
Investment Advisors Corporation
Xxx
Xxxxxxx Xxxxx
Xxxxxxx,
XX 00000
Attn:
Xxxxx Xxxxxxxxx
Facsimile
(000) 000-0000
15. 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.
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 Xxxxx
Name: Xxxxx
BoothTitle: President
DALTON,
GREINER, XXXXXXX,
XXXXX
&
CO.
/s/
Xxxxx Xxxxxx
Name: Xxxxx
Xxxxxx
Title: CEO
Accepted
and agreed to
as
of the
day and year
first
above written:
LINCOLN
VARIABLE INSURANCE PRODUCTS TRUST,
on
behalf
of the LVIP Value Opportunities Fund
/s/
Xxxxx X.
Xxxxxxxxx
Name: Xxxxx
X. Xxxxxxxxx
Title: President
448999-1
SCHEDULE
A
Fee
Schedule
The
Adviser shall pay to the
Sub-Adviser compensation at an annual rate as follows:
000000-0
XXXX
Series 26
SUB-ADVISORY
AGREEMENT
LVIP
X. XXXX PRICE GROWTH STOCK FUND
This
Sub-Advisory Agreement
(“Agreement”) executed as of April 30, 2007, is between LINCOLN INVESTMENT
ADVISORS CORPORATION, a New Hampshire corporation (the “Adviser”), and X. XXXX
PRICE ASSOCIATES, INC., a Maryland corporation (the “Sub-Adviser”).
WHEREAS,
Lincoln Variable Insurance Products Trust (the “Trust”), on behalf of the LVIP
X. Xxxx Price Growth Stock 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 Sub-Adviser is principally engaged in the business of rendering investment
advisory services and is registered as an investment adviser under the
Investment Advisers Act of 1940, as amended; 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 FUND.
(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”). 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-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,
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 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.
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 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.
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.
8.
INDEMNIFICATION.
(a) Notwithstanding
Section
7, 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:
|
(iii)
|
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
|
|
(iv)
|
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.
(b) The
Adviser agrees to
indemnify the Sub-Adviser for, and hold them 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)
pertaining to the Fund contained in the Fund’s Regulatory Filings, which
statement was not either provided by Sub-Adviser or submitted by Adviser to
Sub-Adviser for review.
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. 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.
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 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.
11. 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.
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.
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:
|
(q)
|
If
to the Sub-Adviser:
|
X.
Xxxx
Price Associates, Inc.
000
Xxxx
Xxxxx Xxxxxx
Xxxxxxxxx,
Xxxxxxxx 00000
Attn: Xxxx
X. Xxxxxxx
Facsimile
(000) 000-0000
|
(r)
|
If
to the Adviser:
|
Lincoln
Investment Advisors Corporation
Xxx
Xxxxxxx Xxxxx
Xxxxxxx,
XX 00000
Attn:
Xxxxx Xxxxxxxxx
Facsimile
(000) 000-0000
15. 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.
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 Xxxxx
Name: Xxxxx
BoothTitle: President
X.
XXXX
PRICE ASSOCIATES, INC.
/s/
Xxxxxxx X. Xxxxxx
Name: Xxxxxxx
X. Xxxxxx
Title: Vice
President
Accepted
and agreed to
as
of the
day and year
first
above written:
LINCOLN
VARIABLE INSURANCE PRODUCTS TRUST,
on
behalf
of the X. Xxxx Price Growth Stock Fund
/s/
Xxxxx X.
Xxxxxxxxx
Name: Xxxxx
X. Xxxxxxxxx
Title: President
000000-0
XXXX
Series 27
SUB-ADVISORY
AGREEMENT
LVIP
MFS VALUE FUND
This
Sub-Advisory Agreement
(“Agreement”) executed as of April 30, 2007, is between LINCOLN INVESTMENT
ADVISORS CORPORATION, a New Hampshire corporation (the “Adviser”), and
MASSACHUSETTS FINANCIAL SERVICES COMPANY, a Delaware corporation (the
“Sub-Adviser”).
WHEREAS,
Lincoln Variable Insurance Products Trust (the “Trust”), on behalf of the LVIP
MFS Value 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 FUND.
(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. In the performance of its duties and
obligations under this Agreement, the Sub-Adviser will comply with the
diversification requirements of Section 817(h) of the Internal Revenue Code
of
1986, as amended (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
accordance with its own proxy voting policies and procedures, 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 received by the
Sub-Adviser.) 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 to the extent such policies
are received by 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.
(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 which shall be provided to the Sub-Adviser.
(h) In
the performance of its duties, the Sub-Adviser shall be subject to, and shall
perform in accordance with the following, to the extent that the Sub-Adviser
receives them from the Adviser or the Trust: (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 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, related to the services rendered
hereunder. 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 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.
(k) The
Adviser agrees to
provide or cause to be provided to the Sub-Adviser on an ongoing basis a list
of
all publicly traded affiliates of the Adviser which may not be purchased by
the
Fund and a list of all brokers and underwriters affiliated with the Adviser
for
reporting transactions under applicable provisions of the Investment Company
Act.
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 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.
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.
8.
INDEMNIFICATION.
Notwithstanding
Section 8, 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 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 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.
(c) The
Adviser acknowledges
that the Sub-Adviser does not have access to all of the Fund’s books and records
to perform certain compliance testing. However, to the extent that
the Sub-Adviser has agreed to perform the services specified in this Agreement,
the Sub-Adviser shall perform compliance testing with respect to the Fund based
upon information in its possession and upon information and written instructions
received from the Adviser.
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 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 or have not otherwise been disclosed in the public
domain.
11. 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.
12. USE
OF NAME
It
is understood that the name
“Massachusetts Financial Services Company” and “MFS” or any derivative thereof
or logo associated with that name is the valuable property of the Sub-Adviser
and its affiliates and that the Trust, the Adviser and/or the Fund have the
right to use such name (or derivative or logo) in offering materials of the
Fund
with the approval of the Sub-Adviser and for so long as the Sub-Adviser is
an
investment sub-adviser to the Trust and/or the Fund. Upon termination
of this Agreement, the Trust and the Fund shall as soon as is reasonably
possible cease to use such name (or derivative or logo), except as required
by
law or regulation.
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:
|
(s)
|
If
to the Sub-Adviser:
|
Massachusetts
Financial Services Company
000
Xxxxxxxx Xxxxxx
Xxxxxx,
Xxxxxxxxxxxxx 00000
Attn:
Xxxxxxx Xxxxxx
Facsimile
(000) 000-0000
|
(t)
|
If
to the Adviser:
|
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.
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 Xxxxx
Name: Xxxxx
BoothTitle: President
MASSACHUSETTS
FINANCIAL SERVICES COMPANY
/s/
Xxxxxx X. Xxxxxxx
Name: Xxxxxx
X. Xxxxxxx
Title: President
and
CEO
Accepted
and agreed to
as
of the
day and year
first
above written:
LINCOLN
VARIABLE INSURANCE PRODUCTS TRUST,
on
behalf
of the LVIP MFS Value Fund
/s/
Xxxxx X.
Xxxxxxxxx
Name: Xxxxx
X. Xxxxxxxxx
Title: President
448999-1
SCHEDULE
A
Fee
Schedule
The
Adviser shall pay to the
Sub-Adviser compensation at an annual rate as follows:
000000-0
XXXX
Series 28
SUB-ADVISORY
AGREEMENT
LVIP
XXXXXXXXX GROWTH FUND
This
Sub-Advisory Agreement
(“Agreement”) executed as of April 30, 2007, is between LINCOLN INVESTMENT
ADVISORS CORPORATION, a New Hampshire corporation (the “Adviser”), and XXXXXXXXX
INVESTMENT COUNSEL, LLC, a Florida limited liability company (the
“Sub-Adviser”).
WHEREAS,
Lincoln Variable Insurance Products Trust (the “Trust”), on behalf of the LVIP
Xxxxxxxxx Growth 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 FUND.
(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”). 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. Sub-Adviser’s obligation to vote proxies shall be
contingent upon receipt or proxies from the Fund custodian in a timely
manner. 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 received by
Sub-Adviser.) 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 to the extent such policies
are received by 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.
(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
reasonably 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, which shall be provided to Sub-Adviser.
(h) In
the performance of its duties, the Sub-Adviser shall be subject to, and shall
perform in accordance with, the following to the extent that Sub-Adviser
receives them from Adviser or Trust: (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 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.
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 Section
817(h) 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) 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.
8.
INDEMNIFICATION.
(a) Notwithstanding
Section
7, 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 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.
(b) The
Adviser agrees to
indemnify the Sub-Adviser for, and hold them 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)
pertaining to the Fund contained in the Fund’s Regulatory Filings, which
statement was not either provided by Sub-Adviser or submitted by Adviser to
Sub-Adviser for review.
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. 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. This Section shall not apply to separate records
maintained by Sub-Adviser in compliance with Section 204 of the Investment
Advisers Act of 1940, which records shall be the property of
Sub-Adviser.
(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.
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 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.
11. 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.
(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.
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.
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:
|
(u)
|
If
to the Sub-Adviser:
|
Xxxxxxxxx
Investment Counsel, LLC
000
Xxxx
Xxxxxxx Xxxxxxxxx
Xxxxx
0000
Xxxx
Xxxxxxxxxx, Xxxxxxx 00000
With
a
copy to:
Franklin
Xxxxxxxxx Investments
Xxx
Xxxxxxxx Xxxxxxx
Xxx
Xxxxx, XX 00000-0000
Attention:
General Counsel
|
(v)
|
If
to the Adviser:
|
Lincoln
Investment Advisors Corporation
Xxx
Xxxxxxx Xxxxx
Xxxxxxx,
XX 00000
Attn:
Xxxxx Xxxxxxxxx
Facsimile
(000) 000-0000
15. 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.
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 Xxxxx
Name: Xxxxx
BoothTitle: President
XXXXXXXXX
INVESTMENT COUNSEL, LLC
/s/
Xxxx
Xxxxx
Name: Xxxx
Xxxxx
Title: President
and
CEO
Accepted
and agreed to
as
of the
day and year
first
above written:
LINCOLN
VARIABLE INSURANCE PRODUCTS TRUST,
on
behalf
of the LVIP Xxxxxxxxx Growth Fund
/s/
Xxxxx X.
Xxxxxxxxx
Name: Xxxxx
X. Xxxxxxxxx
Title: President
000000-0
XXXX
Series 29
SUB-ADVISORY
AGREEMENT
This
Sub-Advisory Agreement
(“Agreement”) executed as of April 30, 2007, is between LINCOLN INVESTMENT
ADVISORS CORPORATION, a New Hampshire corporation (the “Adviser”), and XXXXX
& STEERS CAPITAL MANAGEMENT, INC., a NEW YORK corporation (the
“Sub-Adviser”).
WHEREAS,
Lincoln Variable Insurance Products Trust (the “Trust”), on behalf of the Xxxxx
& Steers Global Real Estate 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 FUND.
(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”). The Sub-Adviser will make investment decisions on behalf of
the Fund and place all orders for the purchase and sale of portfolio
securities.
(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).
(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. Upon sixty (60) days’ written notice to the Sub-Adviser,
the Trustees may withdraw the authority granted to the Sub-Adviser pursuant
to
this Section.
(d) 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. 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,
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.
(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 to the Adviser
from
time to time at such reasonable times as the parties may agree to review
investment policies of the Fund and to consult with the Adviser 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
stated investment objectives, policies and restrictions of the Fund; (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 provide the Fund with disclosure for use in the Fund’s
registration statement, prospectus, shareholder reports, marketing materials
and
other regulatory filings, or any amendment or supplement thereto (collectively,
“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 and/or the Chief
Compliance Officer of the Trust and/or the Adviser with such information,
certifications and reports as such persons may 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
at
such reasonable times as the parties may agree, to examine and review the
Sub-Adviser’s compliance program and its adherence thereto.
(k) Except
as expressly provided under this Agreement, neither the Sub-Adviser nor any
of
its officers or employees shall act upon or disclose to any person any material
non-public information with respect to the Fund, the Trust or the Adviser,
including, without limitation, the portfolio holdings of the Fund.
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. 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 upon its execution, 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. Termination of this
Agreement pursuant to this Section 5 shall be without the payment of any
penalty.
(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 in conformance with the 1940 Act; provided, however, that this
Agreement may be terminated at any time:
(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) No
amendment to this Agreement shall be effective unless (i) there is
written consent of the parties to this Agreement and (ii) the
amendment is approved in a manner consistent with the 1940 Act as interpreted
or
permitted by the U.S. Securities and Exchange Commission (“SEC”) and/or its
staff.
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 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.
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, the Sub-Adviser shall not 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.
(c) 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 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. 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.
10. 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.
11. GOVERNING
LAW.
This
Agreement shall be governed by the laws of the State of Delaware, without regard
to conflict of law principles; provided, however, that nothing herein shall
be
construed as being inconsistent with the 1940 Act.
12. 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.
13. 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.
[The
remainder of this page intentionally left
blank.] 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.
Xxxxxxx
Name: Xxxxx
X. AdamsonTitle: Second Vice President
XXXXX
& STEERS CAPITAL MANAGEMENT, INC.
/s/ Xxxxxx
Xxxxxx
Name: Xxxxxxx
Steers
Title: Co-Chairman
&
Co-CEO
Accepted
and agreed to
as
of the
day and year
first
above written:
XXXXX
& STEERS GLOBAL REAL ESTATE FUND
/s/ Xxxxx
X.
Xxxxxxxxx
Name: Xxxxx
X. Xxxxxxxxx
Title: President
448999-1
SCHEDULE
A
Fee
Schedule
The
Adviser shall pay to the
Sub-Adviser compensation at an annual rate as follows:
0.55%
on
the first $150 million; plus
0.45%
on
the next $100 million; plus
0.35%
on
assets over $250 million
000000-0
XXXX
Series 34
SUB-ADVISORY
AGREEMENT
This
Sub-Advisory Agreement
(“Agreement”) executed as of June 5, 2007, is between LINCOLN INVESTMENT
ADVISORS CORPORATION, a Tennessee corporation (the “Adviser”), and BAMCO, INC.,
a New York corporation (the “Sub-Adviser”).
WHEREAS,
Lincoln Variable Insurance Products Trust (the “Trust”), on behalf of the LVIP
Baron Growth Opportunities Fund (the “Fund”) has entered into an Investment
Management Agreement, effective June 5, 2007, with the Adviser (the “Investment
Management Agreement”), 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 with respect
to
the Managed Assets (as defined below), 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. MANAGED
ASSETS; EXCLUSIVE MANAGER.
(a) The
Sub-Adviser shall
maintain the capacity to provide sub-advisory services pursuant to this
Agreement with respect to all of the investable assets of the Fund to the extent
the net asset value of the Fund (the “Fund NAV”) is less than or equal to
$750,000,000 (such amount, the “Base NAV”).
(b) If
the Fund NAV exceeds
$750,000,000 or if the Adviser or the Trust intends for it to exceed such amount
(such excess or intended excess, the “Excess NAV”), the Adviser and the Trust
shall, pursuant to a written notice, provide the Sub-Adviser with the first
option to provide sub-advisory services under the terms of this Agreement with
respect to all of or such portion of such Excess NAV as the Sub-Adviser may
determine. Within 30 days of receipt of such written notice, the
Sub-Adviser shall notify the Trust and the Adviser in writing as to whether
it
will exercise such option and, if so, with respect to what portion (including
all) of such Excess NAV (such amount, the “Optioned NAV”). If
Sub-Adviser declines to exercise such option (or fails to exercise such option
within the foregoing 30-day period) with respect to all or a portion of such
Excess NAV (such amount, the “Declined NAV”), the Trustee and the Adviser may
appoint another sub-adviser for, or the Adviser may assume sole responsibility
for, the Declined NAV.
(c) The
term
“Managed Assets” means all of the investable assets of the Fund
attributable to the Base NAV and any Optioned NAV, including cash in the Fund
(including short-term, cash-equivalent investments in which cash in the Fund
is
invested).
(d) During
the term of this
Agreement and subject to the rights of the Adviser and the Trustees under this
Agreement, the Managed Assets shall be managed exclusively by the Sub-Adviser
pursuant to the terms of this Agreement.
2. SERVICES
TO BE RENDERED BY SUB-ADVISER TO THE FUND.
(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 with respect to the Managed Assets which program shall
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 with respect to the Managed Assets and place all orders
for the purchase and sale of portfolio securities in that
respect. With respect to the Managed Assets and subject to the
provisions of this Agreement, the Sub-Adviser, as the Adviser’s agent and
attorney in fact, is duly authorized without further approval, except as
otherwise required by law: (i) to make all investment decisions; (ii) to buy,
sell and otherwise trade in securities; and (iii) in furtherance of the
foregoing, to do anything which Sub-Adviser shall deem requisite, appropriate
or
advisable, including, without limitation, the submission of instructions to
the
custodian of the Fund, and the selection of such brokers or dealers as the
Sub-Adviser shall determine.
(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 hereunder.
(c) The
Sub-Adviser shall vote proxies relating to the investment securities in which
the Managed Assets are invested 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. Upon sixty (60)
days’ written notice to the Sub-Adviser, the Trustees may withdraw the authority
granted to the Sub-Adviser pursuant to this Section 2(c).
(d) 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 reasonable 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. In using its reasonable 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 deliver 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.
(e) The
Sub-Adviser will provide advice and assistance to the Adviser as to the
determination of the fair value of certain investments in which the Managed
Assets are invested 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 investments in which the Managed Assets
are invested as the Board of Trustees or Adviser shall reasonably
request. The Sub-Adviser shall make its officers and employees
available to the Adviser from time to time upon reasonable notice at such
reasonable times as the parties may agree to review investment policies of
the
Fund with respect to the Managed Assets and to consult with the Adviser
regarding the investment affairs of the Fund with respect to the Managed
Assets.
(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
stated investment objectives, policies and restrictions of the Fund; (iii)
the
Investment Company Act of 1940 (the “1940 Act”) and the Investment Advisers Act
of 1940 (the “Advisers Act”); and (iv) its general fiduciary responsibility to
the Fund. Subject to the foregoing, the Sub-Adviser shall also
perform its duties hereunder subject to any written instructions of the
Trustees, the Adviser or an officer of the Fund.
(i) The
Sub-Adviser shall provide the Fund with disclosure regarding the Sub-Adviser
and
(to the extent described in the following sentence) the Fund, for use in the
Fund’s registration statement, prospectus, shareholder reports, marketing
materials and other regulatory filings, or any amendment or supplement thereto
(collectively, “Regulatory Filings”), including, without limitation, 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. Notwithstanding
the foregoing, with respect to disclosure regarding the Fund, the Sub-Adviser
shall only be required to provide disclosure regarding the Fund to the extent
such information is (i) related to the performance of the Sub-Adviser’s duties
under this Agreement, (ii) reasonably available to the Sub-Adviser and
(iii) not otherwise reasonably available to the Adviser, the Trust or the
Fund.
(j) 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 reasonably 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 upon reasonable notice and at reasonable times to discuss and review the
Sub-Adviser’s compliance program.
(k) Except
as expressly provided under this Agreement, neither the Sub-Adviser nor any
of
its officers or employees shall act upon or disclose to any person any material
non-public information with respect to the Fund, the Trust or the Adviser,
including, without limitation, the portfolio holdings of the Fund.
3. OTHER
AGREEMENTS.
(a) The
investment management services provided by the Sub-Adviser under this Agreement
are not to be deemed exclusive to the Fund, and the Sub-Adviser (and any of
its
directors, officers, or employees) 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 materially impaired thereby.
(b) The
Adviser understands and agrees that: (a) the Sub-Adviser is
affiliated with Baron Capital Management, Inc., a registered investment adviser;
(b) the Sub-Adviser and/or its affiliates will manage accounts and perform
advisory services for others; (c) depending upon investment objectives and
cash
availability and requirements, the Sub-Adviser and/or its affiliates may direct
the sale of a particular security for certain accounts and direct the purchase
of such security for other accounts, and, accordingly, transactions in
particular accounts may not be consistent with transactions in other accounts;
(d) where there is a limited supply of a security, the Sub-Adviser in
conjunction with its affiliates will allocate investment opportunities in a
manner deemed equitable by the Sub-Adviser; (e) the Sub-Adviser and/or its
affiliates, principals and employees may from time to time have an interest,
direct or indirect, in a security which is purchased, sold or otherwise traded
for the Fund, and the Sub-Adviser and/or its affiliates may effect transactions
in such security for the Fund, which may be the same as or different from the
action which the Sub-Adviser, its affiliates or such other persons may take
with
respect thereto for its or their accounts.
4. 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 asset value of the Managed Assets during
the month. 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.
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 upon its execution, and shall remain in full force and effect
continuously thereafter (unless terminated automatically as set forth in Section
5) until terminated as set forth below. Termination of this
Agreement pursuant to this Section 6 shall be without the payment of any
penalty.
(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 in conformance with the 1940 Act; provided, however, that this
Agreement may be terminated at any time:
(i) by
the Fund upon 30 days’ notice by the vote of a majority 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) No
amendment to this Agreement shall be effective unless (i) there is
written consent of the parties to this Agreement and (ii) the
amendment is approved in a manner consistent with the 1940 Act as interpreted
or
permitted by the SEC and/or its staff.
7. CERTAIN
INFORMATION.
(a) The
Adviser, on behalf of the Fund, acknowledges receipt of Part II of the
Sub-Adviser’s Form ADV, Part I of which is filed with the U.S. Securities and
Exchange Commission (the “SEC”), and which contains information concerning the
Sub-Adviser’s services and fees.
(b) The
Sub-Adviser shall promptly notify the Adviser in writing of the occurrence
of
any of the following events: (i) 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,
(ii) 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, (iii) 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 (iv) the principal investment officers of the
Sub-Adviser or any portfolio manager of the Fund employed or supervised by
the
Sub-Adviser shall have changed.
(c) The
Fund has delivered to the Sub-Adviser copies of each of the following documents
and will deliver to it all future amendments and supplements, if
any:
(i) Declaration
of Trust of the Trust, as in effect on the date hereof and as amended from
time
to time;
(ii) By-laws
of the Trust, as in effect on the date hereof and as amended from time to
time;
(iii) Certified
resolutions of the Trustees authorizing the appointment of the Adviser and
approving the form of the Investment Management Agreement;
(iv) Certified
resolutions of the Trustees authorizing the appointment of the Sub-Adviser
and
approving the form of this Agreement;
(v) Registration
statement under the 1940 Act and the Securities Act of 1933, as amended, as
filed with the SEC relating to the Fund and Fund’s shares and all amendments
thereto;
(vi) Notification
of registration of the Fund under the 1940 Act on Form N-8A as filed with the
SEC and all amendments thereto; and
(vii) Prospectus
and statement of additional information of the Trust, as currently in effect
and
as amended or supplemented from time to time.
8. NONLIABILITY
OF SUB-ADVISER.
Except
as
provided in Section 9(a), 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, the Sub-Adviser shall not be subject to any
liability to the Adviser, the Trust, the Fund or to any shareholder of the
Fund,
for any act or omission in the course of, or connected with, rendering services
hereunder.
9.
INDEMNIFICATION.
(a) 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
legal and other expenses) to which the Adviser or the Fund may become subject
as
a result of:
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(i) any
failure by the Sub-Adviser, whether unintentional or in good faith
or
otherwise, to adequately diversify the investment program of the
Fund with
respect to the Managed Assets pursuant to the requirements of Section
817(h) of the Code, and the regulations issued thereunder; unless
the
failure has been corrected within the 30-day period provided in U.S.
Treasury Regulation 1.817-5(c)(1) (or within any other applicable
grace
period provided in the Code or the regulations issued thereunder);
or
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(ii) 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 and necessary to
make
such disclosure not misleading;
|
provided
that, in either case the Sub-Adviser shall have promptly been given written
notice concerning any matter for which indemnification is claimed under this
Section 9(a).
(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 legal and other
expenses) to which the Sub-Adviser may become subject as a result
of:
(i)
any untrue statement of a material
fact contained in the Fund’s Regulatory Filings or any omission of a material
fact required to be stated and necessary to make such Regulatory Filings not
misleading (except for such misstatements and omissions contained, or required
to be contained, in disclosure provided by the Sub-Adviser for inclusion in
the
Fund’s Regulatory Filings);
provided
that the Adviser shall have promptly been given written notice concerning any
matter for which indemnification is claimed under this Section
9(b).
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 with
respect to the Managed Assets made by the Sub-Adviser that are required to
be
maintained by the Fund pursuant to the requirements of Rule 31a-1(b)(5), (6),
(7), (9) and (10) and 31a-1(f) under the 1940 Act. The Sub-Adviser
agrees that such 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. 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; provided, however, that the Sub-Adviser may retain a copy of such
records.
(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. Any such examination conducted by the Fund’s
auditors, a Fund representative or the Adviser shall be preceded by reasonable
notice to the Sub-Adviser.
11. MARKETING
MATERIALS.
(a) The
Fund shall furnish to the Sub-Adviser (at its principal office), prior to its
use, all prospectuses, proxy statements, reports to shareholders, sales
literature or other material prepared for distribution to shareholders of the
Fund or to the public, in which the Sub-Adviser or any of its affiliates is
named. No such material relating to the Sub-Adviser or its affiliates
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 any request by the Fund to approve
any
materials shall be deemed to constitute the consent of the Sub-Adviser to such
materials. In the event of termination of this Agreement, the Fund
will continue to furnish to the Sub-Adviser copies of any of the above-mentioned
materials which refer in any way to 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 material prepared by the
Sub-Adviser or its affiliates for distribution to third parties or to the public
in which the Fund, the Adviser or any of the Adviser’s affiliates is
named. No such material relating to the Fund, the Adviser or any of
the Adviser’s affiliates 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 any request to approve any materials
shall be deemed to constitute the consent of the Fund to such
materials.
12. GOVERNING
LAW.
This
Agreement shall be governed by the laws of the State of Delaware, without regard
to conflict of law principles; provided, however, that nothing herein shall
be
construed as being inconsistent with the 1940 Act.
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 or other communication required to be given pursuant to this Agreement
shall be deemed duly given if delivered by courier service or overnight mail
or
mailed by registered mail, postage prepaid, to the following:
The
Sub-Adviser:
BAMCO,
Inc.
Attn: Xxxxx
X. Xxxxxxxxx, Esq.
000
Xxxxx
Xxxxxx
Xxx
Xxxx,
Xxx Xxxx 00000
To
the
Adviser:
Lincoln
Investment Advisors Corporation
Attn: President
0000
Xxxxx Xxxxxxx Xxxxxx
Xxxx
Xxxxx, XX 00000
15. 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.
448999-1
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.
Xxxxxxx
Name: Xxxxx
X. Xxxxxxx
Title: Second
Vice President
BAMCO,
INC.
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|
/s/ Xxxxx
X. Xxxxxxxxx
|
Name:
Xxxxx X. Xxxxxxxxx
Title: Chief
Operating Officer and General Counsel
Accepted
and agreed to
as
of the
day and year
first
above written:
LVIP
BARON GROWTH OPPORTUNITIES FUND, a series of
Lincoln
Variable Insurance Products Trust
/s/ Xxxxx
X.
Xxxxxxxxx
Name:
Xxxxx X. Xxxxxxxxx
Title:
President
448999-1
SCHEDULE
A
Fee
Schedule
The
Adviser shall pay to the
Sub-Adviser compensation at an annual rate as follows:
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·
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.50%
of the average daily net asset value of the Managed
Assets.
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448999-1
