INVESTMENT MANAGEMENT AGREEMENT
THIS AGREEMENT is made by and between the LINCOLN VARIABLE INSURANCE
PRODUCTS TRUST (the "Trust"), a Delaware business trust, on behalf of each of
its series (the "Funds"), which are listed in Schedule A to this Agreement, and
DELAWARE MANAGEMENT COMPANY (the "Investment Manager"), a series of Delaware
Management Business Trust, a Delaware business trust.
W I T N E S S E T H:
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 "Delaware," "Delaware Investments" or "Delaware Group" 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 1st day of
May, 2003.
LINCOLN VARIABLE INSURANCE PRODUCTS
TRUST, ON BEHALF OF EACH OF ITS SERIES
By: ___________________________________
Name:
Title:
DELAWARE MANAGEMENT COMPANY, A SERIES
OF DELAWARE MANAGEMENT BUSINESS TRUST
By: ___________________________________
Name:
Title:
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 and the date on which the Agreement became effective
for each Fund:
MANAGEMENT FEE SCHEDULE
(AS A PERCENTAGE OF AVERAGE DAILY NET ASSETS)
FUND NAME ANNUAL RATE EFFECTIVE DATE
---------------------------------------------------------------------------------------------
Aggressive Growth Fund .75 of 1% of the first $200 million; May 1, 2003
.70 of 1% of the next $200 million; and
.65 of 1% of the excess over $400 million
Bond Fund .48 of 1% of the first $200 million; May 1, 2003
.40 of 1% of the next $200 million; and
.30 of 1% of the excess over $400 million
Capital Appreciation Fund .75 of 1% of the first $500 million; and May 1, 2003
.70 of 1% of the excess over $500 million
Equity-Income Fund .75 of 1% of the first $500 million; and May 1, 2003
.70 of 1% of the excess over $500 million
Growth and Income Fund .48 of 1% of the first $200 million; May 1, 2003
.40 of 1% of the next $200 million; and
.30 of 1% of the excess over $400 million
Global Asset Allocation .75 of 1% of the first $200 million; May 1, 2003
Fund .70 of 1% of the next $200 million; and
.68 of 1% of the excess over $400 million
International Fund .90 of 1% of the first $200 million; May 1, 2003
.75 of 1% of the next $200 million; and
.60 of 1% of the excess over $400 million
Managed Fund .48 of 1% of the first $200 million; May 1, 2003
.40 of 1% of the next $200 million; and
.30 of 1% of the excess over $400 million
Money Market Fund .48 of 1% of the first $200 million; May 1, 2003
.40 of 1% of the next $200 million; and
.30 of 1% of the excess over $400 million
Social Awareness Fund .48 of 1% of the first $200 million; May 1, 2003
.40 of 1% of the next $200 million; and
.30 of 1% of the excess over $400 million
Special Opportunities Fund .48 of 1% of the first $200 million; May 1, 2003
.40 of 1% of the next $200 million; and
.30 of 1% of the excess over $400 million
