AMENDMENT TO
SUB-INVESTMENT MANAGEMENT AGREEMENT
AMENDMENT made as of November 1, 2004 to the Sub-Investment Management
Agreement made as of April 30, 2003 (the "Agreement") by and between Delaware
Management Company, a series of Delaware Management Business Trust, a Delaware
statutory trust ("Investment Manager") and Janus Capital Management LLC
("Sub-Investment Manager").
WITNESSETH:
WHEREAS, Investment Manager and Sub-Investment Manager have entered into
the Agreement with respect to The Capital Appreciation Fund (the "Fund"), dated
April 30, 2003;
WHEREAS, Investment Manager and the Sub-Investment Manager desire to amend
the Agreement to modify the investment subadvisory fee;
NOW THEREFORE, in consideration of the mutual promises set forth below,
Investment Manager and Sub-Investment Manager hereby agree that the Attachment
to the Agreement shall be deleted and replaced with the attached.
REPRESENTATIONS
1. Sub-Investment Manager represents that (1) that the terms of this
Amendment are not subject to Sub-Investment Manager's recent settlements with
regulatory authorities, including but not limited to the Securities and Exchange
Commission and the Attorneys General of Colorado and New York; and (2) it will
not reduce the quality or quantity of its services to the Fund under the
Agreement as a result of the reduced fee schedule contained in this Amendment,
however 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.
2. Investment Manager represents that: (a) it will not reduce the quality
or quantity of its services to the Fund under the Agreement as a result of the
reduced fee schedule contained in this Amendment; (b) approval of this revised
fee schedule has been obtained from the Board of Trustees of the Fund; and (c)
in accordance with current positions of the Division of Investment Management of
the Securities and Exchange Commission, as articulated in its no-action letter
dated August 5, 1997 (INVESCO, SEC Ref. No. 97-198-CC, 1997 SEC No-Act. LEXIS
787), and Sub-Investment Manager's representations above, this Amendment
complies with the requirements of such letter.
IN WITNESS WHEREOF, this Amendment to the Agreement has been executed by a
duly authorized representative of each of the parties hereto as of the date of
the Amendment first set forth above.
DELAWARE MANAGEMENT COMPANY, a series of
Delaware Management Business Trust
By: /s/ Xxxx X. Xxxxxxxx
--------------------------------------------
Name: Xxxx X. Xxxxxxxx
Title: President and Chief Executive Officer
JANUS CAPITAL MANAGEMENT LLC
By: /s/ Xxx X. Xxxxxx
--------------------------------------------
Name: Xxx X. Xxxxxx
Title: Vice President
Accepted and Agreed to By:
CAPTIAL APPRECIATION FUND,
a series of Lincoln Variable Insurance
Products Trust
By: /s/ Rise X. X. Xxxxxx
----------------------------------------
Name: Rise X. X. Xxxxxx
Title: Vice President
ATTACHMENT
to the
SUB-INVESTMENT MANAGEMENT AGREEMENT
between
DELAWARE MANAGEMENT COMPANY
and
JANUS CAPITAL MANAGEMENT LLC
Effective November 1, 2004 through April 30, 2005, Investment Manager shall
pay to Sub-Investment Manager a monthly fee, calculated pursuant to Section 7 of
the Agreement, as follows:
0.45% on the first $500,000,000 of average daily net assets of the Fund;
0.425% on the next $500,000,000; 0.40% on the next $500,000,000; and 0.35% on
any excess over $1,500,000,000.
Effective May 1, 2005, 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.
