Exhibit 23(d)(2)
Form of
INVESTMENT SUBADVISORY AGREEMENT
LVIP ________________ FUND
THIS AGREEMENT, made this ______ day of __________, 200__, is between
JEFFERSON PILOT INVESTMENT ADVISORY CORPORATION, a Tennessee corporation with
offices at Xxx Xxxxxxx Xxxxx, Xxxxxxx, Xxx Xxxxxxxxx, 00000 (the "Investment
Manager") and Wellington Management Company, LLP, (the "Subadviser") a
Massachusetts limited liability partnership with offices at 00 Xxxxx Xxxxxx,
Xxxxxx, Xxxxxxxxxxxxx 00000.
WITNESSETH:
WHEREAS, Lincoln Variable Insurance Products Trust (the "Trust") is engaged
in business as a diversified open-end management investment company and is
registered as such under the Investment Company Act of 1940 (the "Investment
Company Act");
WHEREAS, the Trust issues separate classes or series of stock, each of which
represents a separate portfolio of investments;
WHEREAS, the Trust's shareholders are and will be separate accounts
maintained by insurance companies for variable life insurance policies under
which income, gains, losses, whether or not realized, from assets allocated to
such accounts are, in accordance with the Policies, credited to or charged
against such accounts without regard to other income, gains, or losses of such
insurance companies;
WHEREAS, the Trust has employed the Investment Manager to act as investment
manager of the Fund, as set forth in an Investment Management Agreement between
the Trust and the Investment Manager dated __________, 200__, (the "Investment
Management Agreement") pursuant to which it was agreed that the Investment
Manager may contract with the Subadviser, or other parties for certain
investment management services;
WHEREAS, the Subadviser is engaged in the business of rendering investment
advisory services and is registered as an investment adviser under the
Investment Advisers Act of 1940 (the "Advisers Act");
WHEREAS, the Investment Manager desires to retain the Subadviser to render
investment management services to the Trust's LVIP ______________ Fund (the
"Fund") in the manner and on the terms hereinafter set forth;
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NOW, THEREFORE, in consideration of the premises and the covenants
hereinafter contained the Investment Manager and the Subadviser hereby agree as
follows:
1. Appointment of the Subadviser. The Investment Manager hereby appoints the
Subadviser to act as an investment subadviser for the Fund and to manage the
investment and reinvestment of the assets of the Fund, subject to the
supervision of the Directors of the Trust and the terms and conditions of this
Agreement. The Subadviser will be an independent contractor and will have no
authority to act for or represent the Trust or Investment Manager in any way or
otherwise be deemed an agent of the Trust or Investment Manager except as
expressly authorized in this Agreement or another writing by the Trust,
Investment Manager and the Subadviser. Notwithstanding the foregoing, the
Subadviser shall have full and complete discretion to establish brokerage
accounts with one or more brokers, dealers, or other financial intermediaries
as the Subadviser may select. The Fund will be a party to any agreement or
contract which opens a futures account or options account.
2. Duties of the Subadviser. The Subadviser hereby agrees, subject to the
supervision of the Investment Manager and the Board of Directors of the Trust,
(1) to act as the Subadviser of the Fund, (2) to manage the investment and
reinvestment of the assets of the Fund for the period and on the terms and
conditions set forth in this Agreement, and (3) during the term hereof, to
render the services and to assume the obligations herein set forth in return
for the compensation provided for herein and to bear all expenses of its
performance of such services and obligations.
3. Services to be Rendered by the Subadviser to the Fund
A. The Subadviser will manage the investment and reinvestment of the
assets of the Fund and determine the composition of the assets of the Fund,
subject always to the general direction and control of the Directors of the
Trust and the Investment Manager and in accordance with the provisions of
the Trust's registration statement, as amended from time to time. In
fulfilling its obligations to manage the investment and reinvestment of the
assets of the Fund, the Subadviser will:
(i) obtain and evaluate pertinent, statistical, financial, and other
information relating to individual companies or industries, the
securities of which are included in the Fund or are under consideration
for inclusion in the Fund;
(ii) formulate and implement a continuous investment program for the
Fund (a) consistent with the investment objectives, policies, and
restrictions of the Fund as stated in the Trust's Agreement and Articles
of Incorporation, Bylaws, and such Fund's currently effective Prospectus
and Statement of Additional Information ("SAI") as amended from time to
time, and (b) in compliance with the requirements applicable to both
regulated investment companies and segregated asset accounts under
Subchapters M
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and L of the Internal Revenue Code of 1986, as amended ("IRC"), and
requirements applicable to registered investment companies under
applicable laws;
(iii) take whatever steps are necessary to implement the investment
program for the Fund by the purchase and sale of securities and other
investments authorized under the Trust's Agreement and Articles of
Incorporation, Bylaws, and such Fund's currently effective Prospectus
and SAI, including the placing of orders for such purchases and sales;
(iv) regularly report to the Directors of the Trust and the
Investment Manager with respect to the implementation of the investment
program and, in addition, provide such statistical information and
special reports concerning the Fund and/or important developments
materially affecting the investments held, or contemplated to be
purchased, by the Fund, as may reasonably be requested by the Investment
Manager or the Directors of the Trust, including attendance at Board of
Directors Meetings, as reasonably requested, to present such information
and reports to the Board, provided that Subadviser shall not be
responsible for fund accounting.
(v) will assist in suggesting methods for determining fair value of
certain portfolio securities 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 Directors of
the Trust;
(vi) will provide executed trade and other necessary information
requested by the Investment Manager and required to be provided by
Subadviser hereunder through mutually agreed upon methods of
communication.
B. To facilitate the Subadviser's fulfillment of its obligations under
this Agreement, the Investment Manager will undertake the following:
(i) the Investment Manager agrees to provide the Subadviser with all
amendments or supplements to the Registration Statement, the Trust's
Agreement and Articles of Incorporation, and Bylaws prior to filing with
Securities and Exchange Commission.
(ii) the Investment Manager agrees, on an ongoing basis, to notify
the Subadviser expressly in writing of each change in the fundamental
and nonfundamental investment policies of the Fund five business days
prior to the effective date of such changes.
(iii) The Investment Manager agrees to provide or cause to be
provided to the Subadviser such assistance as may be reasonably
requested by the Subadviser in connection with its activities pertaining
to the Fund under this Agreement, including, without limitation,
information concerning the Fund, its available funds, or funds that may
reasonably become available for investment, and information as to the
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general condition of the Fund's affairs and information to enable
Subadviser to monitor the Fund's compliance with Subchapter M of the IRC;
(iv) the Investment Manager agrees to provide or cause to be provided
to the Subadviser on an ongoing basis, such information as is reasonably
requested by the Subadviser for performance by the Subadviser of its
obligations under this Agreement, and the Subadviser shall not be in
breach of any term of this Agreement or be deemed to have acted
negligently if the Manager fails to provide or cause to be provided such
requested information and the Subadviser relies on the information most
recently furnished to the Subadviser; and
(v) the Investment Manager will promptly provide the Subadviser with
any guidelines and procedures applicable to the Subadviser or the Fund
adopted from time to time by the Board of Directors of the Trust and
agrees to promptly provide the Subadviser copies of all amendments
thereto.
C. The Fund and the Investment Manager shall not, without the prior
written consent of Subadviser, make representations in any disclosure
document, advertisement, sales literature or other promotional material
regarding the Subadviser or its affiliates. The Investment Manager shall
hold harmless and indemnify the Subadviser against any loss, liability,
cost, damage or expense (including reasonable attorneys fees and costs)
arising out of any use of any disclosure documents, advertisement, sales
literature or other promotional material without prior written consent by
the Subadviser.
D. The Subadviser, at its expense, will furnish all necessary investment
and management facilities and investment personnel, including salaries,
expenses and fees of any personnel required for it to faithfully perform its
duties under this Agreement. The Fund or Investment Manager assumes and
shall pay all expenses incidental to their respective organization,
operation and business not specifically assumed or agreed to be paid by the
Subadviser pursuant hereto, including, but not limited to, investment
adviser fees; any compensation, fees, or reimbursements which the Trust pays
to its Directors; compensation of the Trust's custodian, transfer agent,
registrar and dividend disbursing agent; legal, accounting, audit and
printing expenses; administrative, clerical, record-keeping and bookkeeping
expenses; brokerage commissions and all other expenses in connection with
execution of portfolio transactions (including any appropriate commissions
paid to the Subadviser or its affiliates for effecting exchange listed,
over-the-counter or other securities transactions); interest, all federal,
state and local taxes (including stamp, excise, income and franchise taxes)
costs of stock certificates and expenses of delivering such certificates to
the purchaser thereof; expenses of shareholders' meetings and of preparing,
printing and distributing proxy statements, notices, and reports to
shareholders; regulatory authorities; all expenses incurred in complying
with all federal and state laws and the laws of any foreign country
applicable to the issue, offer, or sale of shares for the Trust, including,
but not limited to all costs involved in the registration or qualification
of shares of the Trust for sale in any jurisdiction, the costs of portfolio
pricing services and systems for compliance with blue
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sky laws, and all costs involved in preparing, printing and mailing
prospectuses and statements of additional information of the Trust; and all
fees, dues and other expenses incurred by the Trust in connection with the
membership in any trade association or other investment company organization.
Notwithstanding anything herein, the Subadviser shall be responsible for
commercially reasonable expenses relating to the printing and mailing of
required supplements to the Trust's registration statement, provided that
such supplements relate solely to a change in control of the Subadviser or
any change in the portfolio manager or managers assigned by the Subadviser
to manage the Fund.
E. The Subadviser will select brokers and dealers to effect all portfolio
transactions subject to the conditions set forth herein (except to the
extent such transactions are cross-trades effected in accordance with Rule
17a-7 and such policies or procedures as may be established by the Board of
Directors). The Subadviser will place all necessary orders with brokers,
dealers, or issuers, and will negotiate brokerage commissions if applicable.
The Subadviser is directed at all times to seek to execute brokerage
transactions for the Fund in accordance with such policies or practices as
may be established by the Board of Directors and described in the Trust's
currently effective prospectus and SAI, as amended from time to time. The
Investment Manager reserves the right to direct the Subadviser upon written
notice not to execute transactions through any particular broker(s) or
dealer(s), and the Subadviser agrees to comply with such request within ten
business days of receiving written notice.
The Subadviser will monitor the use of broker-dealers. In placing orders
for the purchase or sale of investments for the Fund, in the name of the
Fund or its nominees, the Subadviser shall use its best efforts to obtain
for the Fund the most favorable price and best execution available,
considering all of the circumstances, and shall maintain records adequate to
demonstrate compliance. "Best execution" shall mean prompt and reliable
execution at the most favorable securities price, taking into account the
other provisions hereinafter set forth. Whenever the Subadviser places
orders, or directs the placement of orders, for the purchase or sale of
portfolio securities on behalf of the Fund, in selecting brokers or dealers
to execute such orders, the Subadviser is expressly authorized to consider
the fact that a broker or dealer has furnished statistical, research or
other information or services which enhance the Subadviser's research and
portfolio management capability generally. It is further understood in
accordance with Section 28(e) of the Securities Exchange Act of 1934, as
amended, that the Subadviser may negotiate with and assign to a broker a
commission which may exceed the commission which another broker would have
charged for effecting the transaction if the Subadviser determines in good
faith that the amount of commission charged was reasonable in relation to
the value of brokerage and/or research services (as defined in
Section 28(e)) provided by such broker. To the extent authorized by said
Section 28(e) and the Trust's Board of Directors, the Subadviser 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.
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F. On occasions when the Subadviser deems the purchase or sale of a
security to be in the best interest of the Fund as well as other clients of
the Subadviser, the Subadviser 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 Subadviser 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 Subadviser and approved by the Board of Directors of the Trust. The
Subadviser may make amendments to the Subadviser's aggregation policy and
effect transactions for the Fund pursuant to such revised policy, provided
that such amendments comply with applicable law, and further provided that
the Subadviser promptly communicates to the Trust the substance of any
material amendments to the policy. The Board of Directors of the Trust shall
have the opportunity to approve and ratify any such material amendments at
the next regularly scheduled meeting or by consent.
The Subadviser may perform its Services through any employee, partner,
officer or agent of Subadviser and the Investment Manager and the Trust
shall not be entitled to the advice, recommendation or judgment of any
specific person. Subadviser makes no representation or warranty, express or
implied, that any level of performance or investment results will be
achieved by the Mid-Cap Value Fund or that such Fund will perform comparably
with any standard or index, including other clients of Subadviser, whether
public or private.
G. The Subadviser will maintain all accounts, books and records with
respect to the Fund as are required by subparagraphs (b)(5), (6), (7), (9),
(10), and (11), and paragraph (f) of Rule 31a-1 under the Investment Company
Act of 1940.
4. Compensation of the Subadviser. The Investment Manager will pay the
Subadviser, with respect to the Fund, the compensation specified in Appendix A
to this Agreement. Payments shall be made to the Subadviser within the first
five business days of each month; however, this advisory fee will be calculated
on the daily average value of the Fund's assets and accrued on a daily basis.
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 Subadviser.
5. Non-Exclusivity. The Investment Manager agrees that the services of the
Subadviser are not to be deemed exclusive and the Subadviser is free to render
services of any kind to any other corporation, firm, individual or association.
The Subadviser 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 Trust or the Investment Manager in any
way or otherwise be deemed an agent of the Trust or
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Investment Manager other than in furtherance of its duties and responsibilities
as set forth in this Subadvisory Agreement.
6. Books and Records. The Subadviser agrees that all books and records which
it maintains for the Trust are the Trust's property, and, in the event of
termination of this Agreement for any reason, the Subadviser agrees promptly to
return to the Trust, free from any claim or retention of rights by the
Subadviser, all records relating to the Fund, provided, however, that the
Subadviser may retain a copy of such records. The Subadviser also agrees upon
request of the Investment Manager or the Trust, promptly to surrender the books
and records to either party or make the books and records available for
inspection by representatives of regulatory authorities. In connection with its
duties hereunder, the Subadviser further agrees to maintain, prepare and
preserve books and records in accordance with Rules 31a-1 and 31a-2 under the
Investment Company Act of 1940.
The Subadviser 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 Trust, or
if disclosure is expressly required by applicable federal or state regulatory
authorities or by this Agreement.
7. Liability. Except as may otherwise be provided by the Investment Company
Act of 1940, neither the Subadviser nor its officers, directors, employees or
agents shall be subject to any liability to the Investment Manager, the Trust
or any shareholder of the Trust for any error of judgment, mistake of law 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 hereunder,
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. The Investment Manager shall hold harmless and
indemnify the Subadviser for any loss, liability, cost, damage or expense
(including reasonable attorneys fees and costs) arising from any claim or
demand by the Trust or any past or present shareholder of the Trust that is not
arising from Subadviser's willful misfeasance, bad faith or gross negligence.
8. Reliance on Documents. The Board of Directors of the Trust or its
officers or agent will provide timely information to the Subadviser regarding
such matters as purchases and redemptions of shares in the Fund, the cash
requirements, and cash available for investment in the Fund, and all other
information as may be reasonably necessary or appropriate in order for the
Subadviser to perform its responsibilities hereunder. The Subadviser has
provided the Investment Manager with a copy of its current form ADV.
Neither the Trust or the Investment Manager, nor their respective designees
or agents, shall use any material describing or identifying the Subadviser or
its affiliates without the prior consent of the Subadviser. Any material
utilized by the Trust, the
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Investment Manager or their respective designees or agents which contain
information as to the Subadviser and/or its affiliates shall be submitted to
the Subadviser for approval prior to use, not less than five (5) business days
before such approval is requested.
The Investment Manager has herewith furnished the Subadviser copies of the
Trust's Prospectus, Statement of Additional Information, Articles of
Incorporation and By-Laws as currently in effect and agrees during the
continuance of the Agreement to furnish the Subadviser copies of any amendments
or supplements thereto before or at the time the amendments or supplements
become effective. The Subadviser will be entitled to rely on all such documents
furnished to it by the Investment Manager of the Trust.
9. Duration and Termination of the Agreement. This Subadvisory Agreement
shall become effective as of the date first written above and remain in force
until May 1, 2003. Thereafter, it shall continue in effect from year to year,
but only so long as such continuance is specifically approved at least annually
by (a) the Board of Directors of the Trust, or by the vote of a majority of the
outstanding voting securities of the Fund, and (b) a majority of those
directors who are not parties to this Subadvisory Agreement, not interested
persons of any party to this Subadvisory Agreement, cast in person at a meeting
called for the purpose of voting on such approval. This Agreement may be
terminated at any time, without the payment of any penalty, by the Board of
Directors of the Trust, by a vote of a majority of the outstanding shares of
the Fund, or by the Investment Manager on sixty days' written notice to the
Subadviser, or by the Subadviser on sixty days' written notice to the Trust or
the Investment Manager. This Agreement shall automatically terminate in the
event of its assignment or in the event of termination of the Investment
Management Agreement.
10. Amendments of the Agreement. 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
Directors cast in person at a meeting called for the purpose of voting on such
approval. The required shareholder approval shall be effective with respect to
the Fund if a majority of the outstanding voting securities of the Fund vote to
approve the amendment, notwithstanding that amendment may not have been
approved by a majority of the outstanding voting securities of any other
portfolio affected by the amendment or all the portfolios of the Trust.
11. Definitions. The terms "assignment", "interested person", and "majority
of the outstanding voting securities", when used in this Agreement, shall have
the respective meaning specified under the Investment Company Act of 1940 and
the rules thereunder.
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12. Change in Law. Where the effect of a requirement of the Investment
Company Act of 1940 or of the Investment Advisers Act of 1940 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. 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 postpaid to the other party, or transmitted by facsimile with
acknowledgment of receipt, 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 Subadviser:
Wellington Management Company, LLP
00 Xxxxx Xxxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
Attn: Regulatory Affairs
Facsimile (000) 000-0000
(b)If to the Investment Manager:
Jefferson Pilot Investment Advisory Corporation
Xxx Xxxxxxx Xxxxx
Xxxxxxx, XX 00000
Attn: Xxxxxx Xxxxxxxxx
Facsimile (000) 000-0000
14. Governing Law. The provisions of this Agreement shall be construed and
interpreted in accordance with the laws of the State of New Hampshire as at the
time in effect 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 New Hampshire 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.
15. Use of Subadviser's Name. Neither the Trust nor the Investment Manager
or any affiliate or agent thereof shall make reference to or use the name, and
any derivative thereof or logo associated with that name, of the Subadviser or
any of its affiliates in any advertising or promotional materials without the
prior approval of the Subadviser, which approval shall not be unreasonably
withheld or delayed. Upon termination of this Agreement, the Investment Manager
and the Trust shall forthwith cease to use such name (or derivative or logo) as
soon as reasonably practicable.
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16. Entire Agreement. This Agreement contains the entire understanding and
agreement of the parties with respect to the Fund.
17. Headings. The headings in the sections of this Agreement are inserted
for convenience of reference only and shall not constitute a part hereof.
18. Severability. Should any portion of this Agreement for any reason be
held to be void in law or in equity, the Agreement shall be construed, insofar
as is possible, as if such portion had never been contained herein.
JEFFERSON PILOT INVESTMENT
ADVISORY CORPORATION
By:
------------------------------
Title:
------------------------------
WELLINGTON MANAGEMENT COMPANY,LLP
By:
------------------------------
Title:
------------------------------
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APPENDIX A
Fee Schedule
The Adviser shall pay to the Sub-Adviser compensation at an annual rate as
follows:
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