EXHIBIT 28(D)
FORM OF
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.
2
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
3
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 30/th /day
of April, 2007.
LINCOLN VARIABLE INSURANCE PRODUCTS
TRUST, on behalf of each of its series
-----------------------------------------
Xxxxxx X. Xxxxx
Name: Xxxxxx X. Xxxxx
Title: President
LINCOLN INVESTMENT ADVISORS CORPORATION
-----------------------------------------
Xxxxxxx X. Xxxxx, Xx.
Name: Xxxxxxx X. Xxxxx, Xx.
Title: Second Vice President & Chief Accounting Officer
4
SCHEDULE A
THIS SCHEDULE A lists the Funds for which the Investment Manager provides
investment management services pursuant to this Agreement:
MANAGEMENT FEE SCHEDULE
(AS A PERCENTAGE OF AVERAGE DAILY NET
FUND NAME ASSETS) EFFECTIVE DATE
--------- ------------------------------------- ----------------
LVIP Capital Growth Fund .75% of the first $100 million; April 30, 2007
.70% of the next $150 million;
.65% of the next $750 million; and
.60% of the excess over $1 billion
LVIP Xxxxx & Steers .95% April 30, 0000
Xxxxxx Xxxx Xxxxxx
Xxxx
XXXX Xxxxxxxx Value 1.05% of the first $60 million; April 30, 2007
Opportunities Fund .75% of the next $90 million; and
.65% of the excess over $150 million
LVIP Delaware Bond Fund .48% of the first $200 million; April 30, 2007
.40% of the next $200 million; and
.30% of the excess over $400 million
LVIP Delaware Growth .48% of the first $200 million; April 30, 2007
and Income Fund .40% of the next $200 million; and
.30% of the excess of $400 million
LVIP Delaware Social .48% of the first $200 million; April 30, 2007
Awareness Fund .40% of the next $200 million; and
.30% of the excess over $400 million
LVIP Delaware Special .48% of the first $200 million; April 30, 2007
Opportunities Fund .40% of the next $200 million; and
.30% of the excess over $400 million
LVIP Janus Capital .75% of the first $500 million; and April 30, 2007
Appreciation Fund .70% of the excess over $500 million
LVIP MFS International 1.00% of the first $50 million; October 1, 2010
Growth Fund .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; April 30, 2007
.70% of the next $75 million;
.65% of the next $50 million; and
.60% of the excess over $200 million
A-1
MANAGEMENT FEE SCHEDULE
(AS A PERCENTAGE OF AVERAGE DAILY NET
FUND NAME ASSETS) EFFECTIVE DATE
--------- ------------------------------------- ---------------
LVIP Mid-Cap Value Fund 1.05% of the first $25 million; April 30, 2007
.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 .90% of the first $200 million; April 30, 2007
International Value .75% of the next $200 million; and
Fund .60% of the excess over $400 million
LVIP Money Market Fund .48% of the first $200 million; April 30, 2007
.40% of the next $200 million; and
.30% of the excess over $400 million
LVIP SSgA Bond Index May 1, 2008
Fund .40%
LVIP SSgA Developed May 1, 2008
International 150 Fund .75%
LVIP SSgA Emerging June 18, 2008
Markets 100 Fund 1.09%
LVIP SSgA International May 1, 2008
Index Fund .40%
LVIP SSgA Large Cap 100 May 1, 2008
Fund .52%
LVIP SSgA S&P 500 Index .24% of the first $500 million; April 30, 2007
Fund .20% of the next $500 million; and
.16% of the excess over $1 billion
LVIP SSgA Small-Cap April 30, 2007
Index Fund .32%
LVIP SSgA Small-Mid Cap May 1, 2008
200 Fund .69%
LVIP X. Xxxx Price .80% of the first $50 million; April 30, 2007
Growth Stock Fund .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 .75% of the first $200 million; April 30, 2007
Structured Mid-Cap .70% of the next $200 million; and
Growth Fund .65% of the excess over $400 million
LVIP Xxxxxxxxx Growth .75% of the first $200 million; April 30, 2007
Fund .65% of the next $300 million; and
.60% of the excess over $500 million
LVIP Xxxxxx Mid-Cap .90% of the first $25 million; April 30, 2007
Growth Fund .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
A-2
MANAGEMENT FEE SCHEDULE
(AS A PERCENTAGE OF AVERAGE DAILY NET
FUND NAME ASSETS) EFFECTIVE DATE
--------- ------------------------------------- ----------------
LVIP Xxxxx Fargo .75% of the first $500 million; and October 1, 2009
Intrinsic Value Fund .70% of the excess over $500 million
LVIP Conservative .25% April 30, 2007
Profile Fund
LVIP Moderate Profile .25% April 30, 2007
Fund
LVIP Moderately .25% April 30, 2007
Aggressive Profile
Fund
LVIP Protected Profile .25% April 30, 2007
2010 Fund
LVIP Protected Profile .25% April 30, 2007
2020 Fund
LVIP Protected Profile .25% April 30, 2007
2030 Fund
LVIP Protected Profile .25% April 30, 2007
2040 Fund
LVIP Protected Profile .25% April 29, 2011
2050 Fund
LVIP Delaware .75% May 1, 2009
Foundation
Aggressive
Allocation Fund
LVIP Delaware .75% May 1, 2009
Foundation
Conservative
Allocation Fund
LVIP Delaware .75% May 1, 2009
Foundation Moderate
Allocation Fund
LVIP Global Income Fund .65% May 1, 2009
LVIP BlackRock 0.45% of the first $500 million; and April 30, 2010
Inflation Protected 0.40% of the excess over $500 million
Bond Fund
LVIP Delaware 0.60% of the first $500 million; and April 30, 2010
Diversified Floating 0.55% of the excess over $500 million
Rate Fund
LVIP X.X. Xxxxxx High 0.65% of the first $500 million; and April 30, 2010
Yield Fund 0.60% of the excess over $500 million
LVIP American Balanced .25% July 30, 2010
Allocation Fund
LVIP American Growth .25% July 30, 2010
Allocation Fund
LVIP American Income .25% July 30, 2010
Allocation Fund
A-3
MANAGEMENT FEE SCHEDULE
(AS A PERCENTAGE OF AVERAGE DAILY NET
FUND NAME ASSETS) EFFECTIVE DATE
--------- ------------------------------------- ---------------
LVIP SSgA Conservative .25% July 30, 2010
Index Allocation Fund
LVIP SSgA Moderate .25% July 30, 2010
Index Allocation Fund
LVIP SSgA Moderately .25% July 30, 2010
Aggressive Index
Allocation Fund
LVIP SSgA Conservative .25% July 30, 2010
Structured Allocation
Fund
LVIP SSgA Moderate .25% July 30, 2010
Structured Allocation
Fund
LVIP SSgA Moderately .25% July 30, 2010
Aggressive Structured
Allocation Fund
LVIP SSgA Global .25% July 30, 2010
Tactical Allocation
Fund
LVIP Dimensional U.S. .25% April 29, 2011
Equity Fund
LVIP Dimensional .25% April 29, 2011
Non-U.S.. Equity Fund
LVIP Vanguard Domestic .25% April 29, 2011
Equity ETF Fund
LVIP Vanguard .25% April 29, 2011
International Equity
ETF Fund
LVIP Total Bond Fund .25% April 29, 2011
LVIP Protected American .25% March 15, 2012
Balanced Allocation
Fund
LVIP Protected American .25% March 15, 2012
Growth Allocation Fund
The parties hereto have caused this Amendment to be signed by their duly
authorized officers as of the day of , 20 .
LINCOLN VARIABLE INSURANCE LINCOLN INVESTMENT ADVISORS
PRODUCTS TRUST, on behalf of each CORPORATION
of its series
----------------------------------- -------------------------------------
Xxxxxx X. Xxxxx Xxxxxxx X. Xxxxx, Xx.
Name: Xxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx, Xx.
Title: President Title: Vice President & Chief
Accounting Officer
A-4
