exhibit1059.htm


    
      

      

    

    Exhibit 10.59

    

 

    INVESTMENT
ADVISORY AGREEMENT

    This
INVESTMENT ADVISORY AGREEMENT, dated as of January 4, 2010, is by and between
Lincoln Life & Annuity Company of New York (the “Client”) and Delaware
Investment Advisers, a series of Delaware Management Business Trust (the “Adviser”).

    W I T N E S S E T
H

    WHEREAS,
the Client desires to engage the Adviser to provide investment advice to the
Client, and the Adviser is willing to undertake these responsibilities, on the
terms and conditions set forth herein.

    NOW,
THEREFORE, in consideration of the conditions and mutual agreements hereinafter
set forth, the parties hereto hereby agree as follows:

    SECTION
1

    APPOINTMENT OF THE
ADVISER

    1.1           Appointment.  The
Client hereby appoints the Adviser, and the Adviser hereby agrees, for the term
of this Agreement to advise the Client with respect to management of the
funds (other than in respect of the Non-Managed Assets ) in all the accounts
comprising the Client's general account (each an "Account") in accordance with
the provisions of this Agreement.  All of Client's Accounts in
existence on the date hereof are identified on Schedule
A hereto,
with the exception of those Accounts that have been excluded with the mutual
agreement of the Client and the Adviser. Schedule
A may be
amended from time to time with the mutual agreement of the Client and the
Adviser.

    1.2           Accounts;
Custodian.  The Client shall designate in writing all of the
assets in each Account, other than the Non-Managed Assets, to be managed by the
Adviser and shall promptly notify its custodian (the “Custodian”) as to the
appointment of the Adviser as investment manager of such assets held at the
Custodian.  The Client has notified the Adviser as to the identity of
the Custodian on or prior to the date hereof, and shall notify the Adviser of
any subsequent changes in the identity of the Custodian.  The Client
shall be responsible for any custodial arrangements and the payment of all
custodial charges, and the Adviser shall have no responsibility or liability
with respect to custodial arrangements or acts or omissions of the
Custodian.  The Client shall direct the Custodian to (i) accept
instructions from the Adviser regarding the execution of transactions in respect
of the Accounts permitted hereby, and to grant access to Agents and, if
applicable, Sub-Advisers and (ii) deliver to the Adviser in a timely manner any
proxies for which the Adviser has the right and obligation to vote pursuant to
Section 2.6. The Adviser shall have no authority to act as a custodian for any
Account, any earnings therefrom or any other securities or other assets from
time to time credited to any Account or to make any withdrawals of any nature
whatsoever from any Account.

    


    
      
        
          
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    1.3           Exclusivity.

    (a)           During
the Initial Term, except with respect to any assets invested in the Excluded
Asset Classes and New Asset Classes that are not managed by the Adviser pursuant
to this Section 1.3, the Adviser will have the exclusive right to manage the
assets in each Account; provided, however, that such
right will not apply to any assets that may be added to such Accounts as a
result of any acquisition (however effected, including a merger) by the Client
of another insurance company or block of business of another insurance company
(“Acquired
Assets”).  Except as provided in this Section 1.3 with respect
to New Asset Classes that are not managed by the Adviser, the Client, during the
Initial Term, shall not engage any other investment manager, investment adviser
or other Person to manage any portion of the Accounts other than Excluded Assets
and Acquired Assets.

    (b)           In
the event that the Client determines to invest any portion of an Account (other
than Excluded Assets or Acquired Assets) in an asset class that the Client
reasonably determines in good faith is not a Current Asset Class (a “New Asset Class”),
the Client shall provide an Investment Notice to the Adviser as soon as
practicable following the Client’s determination to invest in the New Asset
Class, such Investment Notice to describe, in reasonable detail, the New Asset
Class.

    (c)           The
Adviser shall have 45 days from the receipt of an Investment Notice to make a
written proposal (an “Adviser Proposal”) to
the Client to manage the applicable New Asset Class, which proposal shall set
forth the objectives, fees and identities of the investment management
professionals who will manage the applicable New Asset Class and such other
information as may be reasonably requested by the Client in order to assist the
Client in its evaluation of the Adviser Proposal.  During such period
and for a period of 15 days after the submission of the Adviser Proposal (the
“Evaluation
Period”), the Client and the Adviser shall discuss the applicable Adviser
Proposal in good faith (including at least one in person meeting if requested by
the Adviser) and, during the applicable Evaluation Period, the Adviser shall
have, at its option, the opportunity to make a presentation to the investment
committee of the Client in furtherance of its Adviser Proposal.  No
later than 30 days after the end of the applicable Evaluation Period, the Client
shall deliver a written notice to the Adviser indicating whether it accepts or
does not accept such Adviser Proposal, such written notice to set forth, in the
case of a non-acceptance, the primary basis for such
non-acceptance.  For the avoidance of doubt, nothing in this Section
1.3 shall restrict the ability of the Client to retain investment consultants or
other Persons during the Evaluation Period (or thereafter) to evaluate an
Adviser Proposal or any other proposal from another investment
manager.

    


    
      
        
          
             

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    (d)           In
the event that the Client accepts an Adviser Proposal or appoints the Adviser to
manage a New Asset Class pursuant to Section 1.3(e), (x) the New Asset Class
shall be considered a Current Asset Class and Schedule
B shall be updated to reflect such new Current Asset Class and the
applicable fee rate and (y) and the assets invested in such new Current Asset
Class will be included for purposes of calculating Management Fees.

    (e)           In
the event that the Client, in the exercise of its reasonable judgment and
consistent with its fiduciary duties, does not accept an Adviser Proposal, the
Client shall have the right to engage other Persons to manage the assets to be
invested in the New Asset Class (which, for the avoidance of doubt, may be the
Adviser if so determined by the Client after its evaluation of other managers
pursuant to this Section 1.3(e)); provided that, as
part of the foregoing determination by the Client, such other Persons shall have
been determined to have demonstrated experience managing assets in the New Asset
Class and the terms of the engagement with such Persons shall be more favorable
to the Client, taken as a whole, than the terms of the Adviser Proposal, taken
as a whole.  If a Person other than the Adviser is appointed to manage
a New Asset Class, the assets attributable to such New Asset Class shall not be
covered by this Section 1.3 for so long as such assets are invested in such New
Asset Class (or an Excluded Asset Class thereafter).  In the event
that the Client determines to replace an investment manager that manages a New
Asset Class (other than in connection with the determination to invest in an
Excluded Asset Class), the provisions of this Section 1.3 shall apply with
respect to the process to appoint a replacement manager to manage the assets in
such New Asset Class.  Anytime after the Client has selected a Person
(other than the Adviser) to manage a New Asset Class, the Client agrees to
consider in good faith any future proposals from the Adviser to manage the
assets in such New Asset Class in the event that the Adviser believes that it
has the necessary capabilities to manage such assets.

    SECTION
2

    AUTHORITY AND DUTIES OF THE
ADVISER; CERTAIN OTHER MATTERS

    2.1           General Authority of
Adviser.  Subject to the provisions of this Agreement
(including Section 2.2), the Client grants to the Adviser the sole discretion
and authority to make all investment decisions with respect to the assets
designated pursuant to Section 1.2.

    2.2           Investment Objectives and
Restrictions.

    (a)           In
performing its duties and exercising its discretion under this Agreement, the
Adviser shall act in good faith and exercise all the due skill, care and
diligence that would be expected of a professional investment
manager.  The Adviser shall manage each Account in accordance with the
written investment objectives, restrictions and policies (the “Investment
Policies”)

    


    
      
        
          
             

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    provided
to the Adviser by the Client from time to time.  Adviser agrees to
abide by the Derivatives Use Plan, to the extent applicable to the Accounts,
that Client has filed with the New York Insurance Department.  Any
restrictions on the management of the Accounts imposed by any applicable rule,
regulation or law that the Client requests the Adviser to follow shall be
reflected in the Investment Policies.  To the extent practicable, the
Client shall notify the Adviser in advance of any changes to the Investment
Policies.  The Client agrees to discuss in good faith with the Adviser
mutually agreeable solutions with respect to any Investment Policies that the
Adviser cannot satisfy.

    (b)           The
Adviser shall perform trading activities, including derivatives transactions, on
behalf of the Client to the extent necessary in connection with the Lincoln
Financial Group variable annuity hedging program and fixed index annuity hedging
program, each as may be in effect from time to time.  The performance
of the trading activities with respect to the variable annuity hedging program
shall comply with the Trade Positioning System guidelines provided to the
Adviser by the Client from time to time; provided that after
prior consultation with the Client to the extent practicable (and in the case of
a material variance from such guidelines, in all cases), trade execution may be
effected outside of such guidelines if determined by the Adviser in its
reasonable judgment to be in the best interests of the Client.  With
respect to the fixed indexed annuity hedging program, the Adviser shall comply
with the guidelines/directives provided to the Adviser by the Client from time
to time.

    (c)           The
Adviser may, but has no obligation to, select and, with the prior written
consent of the Client, contract with one or more investment advisers (each, a
“Sub-Adviser”)
registered under the Investment Advisers Act of 1940, as amended (the “Advisers Act”), to
perform some or all of the services for an Account for which it is responsible
under this Agreement.  The Adviser may, if it
determines it is not adverse to the interests of the Client, without the consent
of the Client, terminate the services of any Sub-Adviser at any time, and shall
at such time assume the responsibilities of such Sub-Adviser unless and until a
successor Sub-Adviser is selected.  The Adviser shall continue to have
responsibility for all advisory services furnished by any Sub-Adviser and for
the payment of any such Sub-Adviser.

    2.3           Further Authority of
Adviser.  Subject to the other provisions of this Agreement,
unless the Client instructs the Adviser otherwise, the Adviser shall have the
authority to select the brokerage firms through which orders for an Account
shall be placed.  The Adviser shall place orders for the execution of
transactions for an Account on a “best execution” basis, taking into account all
relevant factors, including price, commission rates, reliability, efficiency of
execution and timeliness and quality of the provision of market
information.  Notwithstanding the foregoing, to the extent authorized
by applicable law (including Section 28(e) of the Securities Exchange Act of
1934, as amended) and consistent with the “soft dollar” practices described in
Part II of the Adviser’s Form ADV, the Adviser may agree to pay a member of an
exchange, a broker

    


    
      
        
          
             

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    or a
dealer a commission for effecting a securities transaction in an Account that
exceeds the commission another member of an exchange, broker or dealer would
charge for effecting the transaction if the Adviser determines in good faith
that such commission is reasonable in relation to the value of the brokerage and
research services provided by such member, broker or dealer, viewed in terms
either of that particular transaction or of the Adviser’s overall
responsibilities with respect to the applicable Account and other advisory
accounts for which the Adviser or any Sub-Adviser exercises investment
discretion.  If the Adviser engages in any transaction described in
the immediately preceding sentence, the Adviser shall provide to the Client
regular reports in such form and at such times as may reasonably be required by
the Client, setting forth the amount of total brokerage business placed by the
Adviser with respect to the Accounts and the allocation thereof among brokers
and dealers, identifying those brokers and dealers which provided research
services, and containing such other information as the Client may reasonably
request.  In the event that the Client instructs the Adviser to place
orders for an Account through a particular brokerage firm (a “Directed Broker”),
the Client hereby acknowledges that the Adviser may not achieve “best execution”
and waives any applicable “best execution” requirements with respect to
transactions with such Directed Broker.

    2.4           Reporting and Information
Obligations.

    (a)           The
Adviser agrees to make available to the Client such reports, information and
certifications with respect to the Accounts as the Client may from time to time
reasonably request, including reports detailing the holdings in the Accounts and
any transactions effected by the Adviser with respect thereto and information
concerning the sale or other disposition of securities during the period covered
by such reports.  Initially, the reports to be provided are as
identified on Schedule
C hereto.  The Adviser shall, upon reasonable notice at the
reasonable request of the Client, participate by telephone or in-person at
meetings (including meetings of the investment committees of the Client and its
Affiliates and meetings with, and presentations to, rating agencies, investors
and research analysts) to review the performance of the Accounts and other
matters related to the management of the Accounts (including the investment
objectives, restrictions and policies).

    (b)           The
Adviser shall provide the Client with such data and other information related to
any Account, any investment in any Account and/or the services provided by the
Adviser hereunder, including such data and information described in Schedule
D, electronically in such form described in Schedule
D or as otherwise may be reasonably requested by the Client.

    (c)           The
Adviser shall, and shall cause its Affiliates to, cooperate with the Client and
its representatives to the extent necessary to enable such Persons to verify all
calculations made by the Adviser in connection with any Account.

    


    
      
        
          
             

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    2.5           Allocations.  The
Adviser may, but is not required to, aggregate sales and purchase orders placed
with respect to an Account with similar orders for brokerage transactions being
made simultaneously for other accounts managed by the Adviser to the extent
permitted by applicable law.  When such aggregate orders occur, the
objective of the Adviser (and any of its Affiliates involved in such
transactions) shall be to allocate the costs incurred in connection with the
execution of such orders among the applicable Account and the other accounts
managed by the Adviser in a manner the Adviser believes is fair and equitable
over time to the applicable Account and in accordance with the Adviser’s written
allocation procedures as then in effect, taking into account the Client’s
investment guidelines and the size of the order placed for the Client, among
other factors.  The Adviser shall provide the Client with a copy of
its written allocation policies applicable to the Accounts and a copy of any
subsequent amendments to such policies, provided that the
Adviser shall not be obligated to provide copies of any such amendments if they
are summarized in Part II of the Adviser’s Form ADV.

    2.6           Proxies and Other
Actions.

    (a)           The
Client delegates to the Adviser the right and obligation to (i) vote any proxies
in respect of securities held in any Account and (ii) act upon or exercise any
option, subscription, bankruptcy, reorganization, consolidation, merger,
indenture revision or liquidation right or any other right or privilege of
whatsoever nature, incident, appurtenant or pertaining to securities in any
Account and, upon prior written notice or notice by telephone from the Adviser
to the Client of the Adviser’s intention to participate in such matters, the
Adviser shall automatically and without further action by the Client be
appointed as the Client’s attorney-in-fact for any such purpose, including
causing the Client to be bound to any such plan, agreement or
arrangement.  Notwithstanding the foregoing, the Client may designate
another Person to exercise any such right or obligation upon written notice to
the Adviser.

    (b)           In
the case of any action  to be taken in respect of securities held in
any Account (other than private placements) where such action requires the
payment of any funds by the Client in connection with such action, the Adviser
agrees to consult with and assist the Client in the evaluation of such action
and the recommended course of action in respect thereof and, upon payment or
advancement (or the agreement to pay or advance) by the Client of any funds
required to be paid to a third party in connection with such action, follow the
reasonable and lawful instructions of the Client in the taking or not taking of
such action.

    2.7           Compliance.  The
Adviser represents that it is duly registered with the Securities and Exchange
Commission (the “SEC”) pursuant to the
Advisers Act.  The Adviser shall at all times act in accordance with
(a) this Agreement and (b) any provision of applicable law, including the
Advisers Act and all applicable rules and regulations of

    


    
      
        
          
             

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    the SEC
promulgated thereunder, including by maintaining all necessary licenses, permits
and other authorizations from the SEC and any other Regulatory
Authority.

    2.8           Certain
Notifications.

    (a)           The
Adviser shall notify the Client promptly upon becoming aware of (i) any changes
or events that could reasonably be expected to materially and adversely affect
an Account or the Adviser’s management of an Account, including the
following:  any audit, investigation, action or other proceeding by
any Regulatory Authority involving the Adviser or an Account of which the
Adviser or one of its Affiliates has received written notification from such
Regulatory Authority, other than routine inspections and examinations, or any
termination of any Approved Manager and (ii) any financial condition of or
significant corporate event involving the Adviser that would reasonably be
expected to impair its ability to meet contractual commitments to the Client
under this Agreement.  Changes or events not specific to the Adviser
or its Affiliates, including  general economic conditions or changes
in the market environment do not require notification under this Section
2.8(a).

    (b)           The
Adviser shall furnish the Client promptly with copies of any amendments or
supplements to the Adviser's Form ADV.  The Client, upon reasonable
request with reasonable notice, may review any other filings, reviews, reports
or notices submitted (or received) by the Adviser or one of its investment
advisory Affiliates to (or from) the SEC or any other Regulatory Authority,
other than such filings, reviews, reports or notices which do not contain
information which could reasonably be viewed as material by the Client, at the
offices of the Adviser.

    (c)           The
Adviser shall promptly notify the Client of the occurrence of any Termination
Event.

    (d)           The
Client represents that none of the Accounts is currently subject to
ERISA.  The Client shall notify the Adviser in writing in advance of
any assets of an Account becoming “plan assets” under ERISA if practicable, and
if such advance notice is not practicable, the Client shall notify the Adviser
in writing promptly after the Client becomes aware of any assets of an Account
becoming “plan assets” under ERISA and, in either case, will assist the Adviser
in obtaining all information necessary to comply with ERISA.

    2.9           Adviser as Independent
Contractor.  Notwithstanding the services provided by the
Adviser hereunder, the Adviser shall be an independent contractor and not a
partner of or joint venturer with the Client, and unless otherwise expressly
provided herein, shall not be authorized to manage the affairs of, act in the
name of, or represent or bind the Client.

    2.10           Insurance.  The
Adviser shall maintain in full force and effect during the term of this
Agreement errors and omissions liability coverage of not less than

    


    
      
        
          
             

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    $50,000,000
and on other material terms and conditions that are usual and customary for
asset management businesses similarly situated to the Adviser.  Upon
the reasonable request of the Client (to be made no more than once every 12
months) or in the event that the assets of the Accounts have increased
materially after the date hereof (which request may be made more than one time
over the term of this Agreement), the Adviser shall increase such coverage
limits to such amounts as are reasonably requested by the Client to reflect the
increase in the assets in the Accounts.  The Adviser shall provide the
Client with a certificate evidencing the existence of such insurance upon the
request of the Client (to be made no more than once every 12
months).  The Adviser shall provide prior written notice to the Client
in the event that the Adviser proposes to amend or modify any material term or
condition of such insurance that could reasonably be expected to be adverse to
the Client.

    2.11           Management
Team

    (a)           Schedule
E hereto sets forth the names of certain investment professionals
employed by the Adviser on a full-time basis and who manage the Accounts (each,
and together with any other investment professional approved by the Client
pursuant to Section 2.11(a) or (b), an “Approved
Manager”).  In the event that an Approved Manager ceases to be
employed by the Adviser on a full-time basis or otherwise ceases to manage the
Accounts (a “Departing
Manager”), the Adviser shall nominate in writing, for approval by the
Client, one or more investment professionals with demonstrated experience
managing assets of a type and style similar to the Account (or portion thereof)
to be managed by such professionals (each such investment professional, a “Manager Candidate”)
to replace such Departing Manager as an Approved Manager.  In
connection with the Client’s evaluation of each such Manager Candidate, during
the 30 day period following delivery of the applicable written nomination
notice, the Adviser shall provide such information relating to each Manager
Candidate (including the date on which such Manager Candidate is able to
commence full-time employment with the Adviser) as is reasonably requested by
the Client and the Client shall have the opportunity to interview each Manager
Candidate.  On or prior to the last day of such 30 day period, the
Client shall provide written notice to the Adviser of its decision to approve or
disapprove the appointment of such Manager Candidate.  The Client
agrees that its approval or disapproval of a Manager Candidate (x) shall be
based on the foregoing information and, if applicable, the interview and such
other criteria as would generally be used by a third party investment consultant
in a similar manager search and (y) shall not be unreasonably withheld or
delayed (and the Client shall not be deemed to be acting unreasonable if a
Manager Candidate is not able to commence full-time employment with the Adviser
within 60 days of the expiration of the 90 day period referred to clause (b) in
the definition of Termination Event).

    (b)           In
addition to the Adviser’s right to propose one or more Manager Candidates
pursuant to Section 2.11(a), the Adviser may, no more

    


    
      
        
          
             

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    frequently
than once every three months, propose one or more Manager Candidates, who for
purposes of this Section 2.11(b) must have been employed by the Adviser for no
less than six consecutive months and shall have managed one or more Accounts
during such six month period, to become additional Approved Managers by delivery
of a written notice to the Client.  In connection with the Client’s
evaluation of each such Manager Candidate, the Adviser shall provide such
information relating to each Manager Candidate as is reasonably requested by the
Client and the Client shall have the opportunity to interview each Manager
Candidate.  The Client agrees that its approval or disapproval of any
such Manager Candidate (x) shall be based on the foregoing information and, if
applicable, the interview and such other criteria as would generally be used by
a third party investment consultant in a similar manager search and (y) shall
not be unreasonably withheld or delayed.

    (c)           In
the event that the Client approves any Manager Candidate and such Manager
Candidate becomes an Approved Manager pursuant to Section 2.11(a) or (b), Schedule E
shall be updated to reflect such new Approved Manager.

    2.12           Cooperation between the
Parties regarding Private Placements. The parties agree that to the
extent either party requires access to information (including books and
records) or personnel relating to private placements, such access shall
be provided consistent with practices in place prior to the date of this
Agreement.  The Client agrees to provide resources that will provide
the Client's internal legal support for the private placements in which the
Accounts may invest from time to time consistent with practices in place prior
to the date of this Agreement.

    SECTION
3

    CONFLICTS OF
INTEREST

    3.1           Devotion of Time;
Non-Exclusive.  The Adviser hereby agrees to devote such of its
time and activity as is necessary for the accomplishment of its duties
hereunder.  The Client acknowledges and understands that the Adviser
acts as investment adviser to other clients and may give advice and take action
with respect to the assets of such other clients which may differ from the
advice given, or the timing or nature of action taken, with respect to the
Accounts.  Subject to applicable law, nothing herein shall restrict
the Adviser, its principals, Affiliates, or employees from purchasing or selling
any securities for its or their own accounts.  Furthermore, the
Adviser shall have no obligation to purchase or sell for any Account, or to
recommend for purchase or sale for any Account, any security which the Adviser,
its principals, Affiliates or employees may purchase or sell for themselves or
for any other clients.

    SECTION
4

    EXPENSES; FEE; VALUATION;
STANDARD OF LIABILITY

    4.1           Expenses.  The
Client shall pay for all custodial fees, brokerage commissions, taxes, interest
and other expenses related to the purchase, sale or

    


    
      
        
          
             

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    transmittal
of Account assets and such other expenses related to the Accounts to the extent
that such expenses have been borne directly by the Client pursuant to the past
practice of the Adviser and the Client prior to the date hereof.  Only
expenses incurred by the Adviser in its fulfillment of its duties and
obligations hereunder, including such expenses related to the Accounts to the
extent that such expenses have been borne by the Adviser pursuant to the past
practice of the Adviser and Client prior to the date hereof, shall be borne by
the Adviser; provided that the
Adviser shall have no obligation to bear any expenses for services provided to
the Client, prior to the date hereof, by resources of the Adviser that were
transferred to the Client on or prior to the date hereof.  Amounts
payable to the Adviser under this Section 4.1 shall be paid by the Client upon
submission of detailed invoices by the Adviser to the Client.

    4.2           Management
Fee.  The Client shall pay the Adviser a fee (the “Management Fee”) for
the services to be rendered hereunder.  The Management Fee payable
with respect to each Account will be calculated at the end of each month based
upon the prior month-end book value of the assets (as designated pursuant to
Section 1.2) in such Account at the annual rate of 0.09%, inclusive of
derivatives trading and support, subject to Section 1.3(d).  The
Adviser shall calculate the Management Fee for each calendar month in accordance
with this Agreement and shall provide the Client an invoice reflecting the
amount of such Management Fee for each such calendar month, and the calculations
and methodology used to calculate such Management Fee.  The Management
Fee shall be payable monthly within 10 business days of receipt of
invoice.  For purposes of calculating the Management Fee, the portion
of any Account consisting of Non-Managed Assets shall be excluded.  In
the event there is a material change in the allocation (as of the date hereof)
of assets in the Accounts across asset classes (a “Reallocation”) that
persists for at least six months, the Client and the Adviser will negotiate, in
good faith, mutually agreeable modifications to the Management Fees to reflect
such change; provided that if a
Reallocation persists for three months, the Client and the Adviser agree to
discuss, in good faith, such Reallocation and any issues, concerns, questions or
other matters related thereto.

    4.3           Valuation.  The
Client shall be responsible for determining the value of each security or other
asset in each Account at the times required under this Agreement, provided that, in
connection therewith, the Adviser agrees to provide such assistance and
cooperation to the Client in determining the value of securities as is
reasonably requested by the Client, including, without limitation, obtaining
broker quotes for securities and providing inputs to Client to assist it
in its pricing of private placements.  The value
of each private placement debt security for which pricing is not
readily available and that was held in the Accounts on November 30, 2009
is set forth on Schedule
F.  The parties agree that updated values for each private placement
debt security for which pricing is not readily available held in the Accounts as
of December 31, 2009 will be provided as soon as possible, and such values shall
replace those on Schedule
F once available.

    4.4           Standard of
Liability.  Neither the Adviser nor any of its officers,
directors, shareholders, members, partners, Agents, employees and Affiliates
shall be

    


    
      
        
          
             

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    liable
for any Loss (including any decrease in the value of assets) (i) incurred with
respect to the management of any Account pursuant to Sections 2.2(a) or (b),
other than any Loss arising out of the gross negligence of the Adviser or (ii)
incurred by reason of any act or omission of any bank, broker, custodian,
administrator, trustee or similar Person so long as the Adviser had followed the
reasonable instructions of the Client (if any) and the Adviser was not grossly
negligent in the performance of its obligations in respect to such
Person.  Nothing contained herein shall be deemed to waive any
liability (x) which cannot be waived under applicable state or federal law or
any rules or regulations adopted thereunder, including state and federal
securities laws and ERISA or (y) for breaches by the Adviser of any provision of
this Agreement other than Sections 2.2(a) and (b).

    


    SECTION
5

    TERMINATION

    5.1           Term.  This
Agreement shall continue in full force and effect until the ten year anniversary
of the date hereof (such ten year period, the “Initial Term”),
unless terminated by the Client pursuant to Section 5.2 or the Adviser pursuant
to Section 5.3 (the date that any termination hereunder becomes effective, the
“Termination
Date”).  Absent such termination, this Agreement will
automatically renew for additional one year periods (each, a “Subsequent Term”)
unless, no later than 90 days prior to the expiration of the Initial Term or 30
days prior to the expiration of any Subsequent Term (as applicable), the Client
or the Adviser provides written notice to the other that it elects not to renew
this Agreement.

    5.2           Termination by the
Client.  The Client shall have the right to terminate this
Agreement in its entirety at any time, upon (a) the occurrence of a Termination
Event or (b) 30 days written notice to the Adviser.

    5.3           Termination by the
Adviser. The Adviser may terminate this Agreement in its
entirety  (a) upon a material breach of this Agreement by the Client
(including a breach of Section 4.2) that (if curable) has not been cured by the
Client within 10 business days of the Adviser providing written notice to the
Client of such breach, unless the Adviser agrees in writing to extend such cure
period; or (b) on not less than 150 days written notice to the
Client.

    5.4           Consequences of
Termination.  In connection with the termination of this
Agreement for any reason, (a) the Adviser shall be entitled to receive any
unpaid portion of the Management Fee earned through the Termination Date, which
shall be paid in accordance with Section 4.2 and (b) each party to this
Agreement shall promptly destroy or deliver to the other party, or to such other
Person as such other party directs, all Confidential Information in the
possession of or under the control of the Adviser or the Client, as applicable;
provided, however, that the
Adviser or the Client, as applicable, may retain copies of any Confidential
Information to the extent required by applicable law and such party’s then
effective document retention policy.

    


    
      
        
          
             

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    5.5           Plan. In the event
that there is a Material Variance pursuant to clause (c)(i) of the definition of
Termination Event (provided that, solely for purposes of this Section 5.5, the
5% referenced therein shall be replaced with 3%), the Adviser shall, no later
than 30 days after the end of the applicable Measurement Quarter, submit a
written plan (a “Plan”) to the Client
that sets forth the material cause(s) of the Material Variance and the steps
that the Adviser proposes to take to address such causes and eliminate the
Material Variance.  The Client agrees to cooperate with the Adviser in
connection with the Adviser’s preparation and (after a Plan is agreed to by the
Client) implementation of a Plan to the extent contemplated thereby, including
by making available its personnel to meet with the Adviser.

    SECTION
6

    MISCELLANEOUS

    6.1           Assignments.  No
assignment (as defined in the Advisers Act) of this Agreement by the Adviser
shall be made without the prior written consent of the Client (which consent
will not be unreasonably withheld in the case of a proposed assignment to a U.S.
domiciled wholly-owned subsidiary of Macquarie Bank Limited that is registered
as an investment adviser under the Advisers Act).  Except as otherwise
expressly provided herein, the provisions hereof shall inure to the benefit of,
and be binding upon, the successors and permitted assigns of the parties hereto
(including binding any successor or assignee of the Client following a change of
control of the Client, Lincoln National Corporation or any of its Affiliates who
directly or indirectly own or control the Client).  Notwithstanding
the foregoing, the Adviser may outsource certain ancillary support services that
do not constitute investment management services, including trading,
back-office, proxy voting and accounting services, to its Agents, provided that the
Adviser shall continue to have responsibility for all services provided by its
Agents and for the payment of such Agents.  For the avoidance of
doubt, the engagement by the Adviser of a Sub-Adviser pursuant to Section 2.2(c)
shall not be deemed an assignment.  No assignment of this Agreement by
the Client shall be made without the prior written consent of the Adviser (such
consent not to be unreasonably withheld).

    6.2           Notices.  For
purposes of this Agreement, all notices or other communications given or made
hereunder shall be in writing and shall be given or made to the Client at
Lincoln Financial Group, General Account Investment Strategies, 100 North Greene
Street, Greensboro, NC 27401, Attention: C. Phillip Elam II, Senior Vice
President, with a copy to: Lincoln Financial Group, Radnor Financial Center, 150
North Radnor Chester Road, Radnor, PA 19087, Attention: General Counsel, and to
the Adviser at Delaware Investment Advisers, 2005 Market Street, 39th Floor,
Philadelphia, PA 19103, Attention:  See Yeng Quek, with a copy to:
Delaware Investment Advisers, 2005 Market Street, Philadelphia, PA 19103,
Attention:  General Counsel, or at such other place or places as shall
from time-to-time be specified in a written communication signed by the party
that is seeking to change its address for the receipt of notices and that is
delivered to the other party.  Any notice in writing shall be deemed
given and received (a)

    


    
      
        
          
             

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    if
delivered in person, on the date delivered, (b) if transmitted by telecopy
(provided receipt is confirmed by telephone), on the date sent or (c) if
delivered by express courier, on the second Business Day after mailing, to the
parties at the addresses set forth above.

    6.3           Amendments.  No
modification, amendment or waiver of this Agreement, or any part hereof
(including any defined term used herein), shall be valid or effective unless in
writing and signed by the party or parties sought to be charged
therewith.  No waiver of any breach or condition of this Agreement
shall be deemed to be a waiver of any subsequent or other breach or condition,
whether of like or different nature.  The failure of any party hereto
to insist upon strict adherence to any term of this Agreement on any occasion
shall not be considered a waiver thereof and shall not deprive such party of the
right thereafter to insist upon strict adherence to that term or any other term
of this Agreement.

    6.4           Books and
Records.  The Adviser shall keep (or cause to be kept) such
books and records as are required by the Advisers Act, shall permit the Client
and its representatives to inspect such books and records with respect to the
Accounts at all reasonable times and to make copies of any such books and
records as any of them may reasonably request, and shall promptly provide them
with such information and explanations as they may reasonably require in
connection therewith.  Books, records and files required to be
maintained by the Adviser under the Investment Advisers Act of 1940, as amended,
will be maintained consistent with New York Insurance Department Regulation 152
to the extent applicable to the Accounts.  Such books, records and
files shall be subject to examination by any governmental agency having
jurisdiction over Client and by Client or its authorized designees upon
reasonable notice to the Adviser.  In furtherance thereof, the Adviser
shall (i) make its books and records available to, and provide such information
related to this Agreement and the services contemplated hereby reasonably
requested by, the Client and its representatives for audit and compliance review
promptly upon request and (ii) in the event that the Client receives a request
from a Regulatory Authority for information or records in the possession of the
Adviser related to any Account, upon notice of such request, provide reasonable
access (including to officials of any such agency) to such information or
records.  Notwithstanding the foregoing, (w) any access or cooperation
pursuant to this Section 6.4 shall not unreasonably interfere with the conduct
of the business of the Adviser, (x) such access or review shall occur only
during normal business hours upon reasonable advance notice by the Client to the
Adviser, under the supervision of personnel of the Adviser, (y) such access or
review shall occur only after the Client shall have (1) entered into a customary
and reasonable non-disclosure agreement with the Adviser and (2) identified, in
reasonable detail, its purpose in seeking access or cooperation pursuant to this
Section 6.4 and such purpose is commercially reasonable and (z) the Client shall
be responsible for any out-of-pocket costs and expenses incurred by the Adviser
and its Affiliates in connection with its compliance with this Section
6.4.  Notwithstanding the obligations contained in this Section 6.4,
the Adviser shall not be required to provide access or information or to
disclose information where such access or disclosure would jeopardize the
attorney-client privilege of it or its Affiliates (based on the advice of
counsel) or

    


    
      
        
          
             

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    contravene
any applicable law or fiduciary duty or breach a binding agreement in effect on
the date hereof.

    6.5           Confidentiality.  Unless
directed by the other party and except as required by applicable law, each party
to this Agreement shall keep confidential any and all Confidential Information
and shall not disclose any such information to any Person (other than its
attorneys, regulatory authorities and its Affiliates who need to know such
information in connection with the provision of services under this Agreement
and on behalf of whom the Adviser shall be liable under this
Agreement).  Notwithstanding the foregoing, the Adviser may (i)
provide information as necessary for broker/dealers, Agents and Sub-Advisers
perform their duties for the Adviser on behalf of the Client; (ii) include the
Client’s name on the Adviser’s client list to be circulated to external parties;
and (iii) include the Account’s performance in the Adviser’s
composites.  Except as described in the foregoing sentence of this
Section 6.5, the Adviser shall in no event distribute or circulate any sales
material, promotional or other material or make any public communications or
press releases which contains any reference to the Client or any Account without
the prior written consent of the Client.

    6.6           Entire
Agreement.  This Agreement (including any annex or schedule
hereto and the Investment Policies) contains the entire understanding of the
parties and supersedes any prior agreements and understandings between the
parties with respect to the subject matter hereof or thereof.

    6.7           Required
Bonds.  The Client agrees to obtain and maintain during the
effectiveness of this Agreement such bonds as may be required by Section 412 of
ERISA, if applicable, and to include the Adviser among those covered by such
bonds.

    6.8           Severability.  In
case any one or more of the provisions of this Agreement or any portion thereof,
or the application of any such provision or any portion thereof to any party,
shall be held invalid, illegal or unenforceable, the remaining portion of such
provision and the remaining provisions of this Agreement, or the application of
such provision as is held invalid, illegal or unenforceable to persons or
circumstances other than those as to which it is held invalid, illegal or
unenforceable, shall not be affected thereby.

    6.9           Captions.  Captions
contained in this Agreement are inserted only as a matter of convenience and in
no way define, limit, extend or otherwise affect the scope or intent of this
Agreement or any provision hereof.

    6.10           Counterparts.  This
Agreement may be executed in one or more counterparts each of which, for all
purposes, shall be deemed to be an original, and all of which when taken
together shall constitute but one and the same instrument.

    6.11           Governing Law; Submission to
Jurisdiction.  This Agreement shall be governed and construed
in accordance with the laws of the State of New York, without regard to the
conflict of law provisions thereof that would result in the application of the
laws of any other jurisdiction.  However, nothing in this Agreement
shall be construed

    


    
      
        
          
             

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    contrary
to the Advisers Act, ERISA (if any Account is subject to ERISA) or any rule or
order of the SEC under the Advisers Act.  The parties hereto
irrevocably and unconditionally consent to submit to the exclusive jurisdiction
of the Supreme Court of the State of New York, New York County and of the
federal court located in New York, New York for any actions, suits or
proceedings arising out of or relating to this Agreement or the transactions
contemplated hereby (and the parties agree not to commence any action, suit or
proceeding relating thereto except in such courts).  The parties
hereby irrevocably and unconditionally waive any objection to the laying of
venue of any action, suit or proceeding arising out of this Agreement or the
transactions contemplated hereby in the Supreme Court of the State of New York,
New York County and the federal court located in New York, New York, and hereby
further irrevocably and unconditionally waive and agree not to plead or claim in
any such court that any such action, suit or proceeding brought in any such
court has been brought in an inconvenient forum.  The parties agree
that a final judgment in any such action, suit or proceeding brought in any such
court shall be conclusive and binding and may be enforced in any other courts to
whose jurisdiction the parties are or may be subject, by suit upon such
judgment.

    6.12           WAIVER OF JURY
TRIAL.  EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES
ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR
RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

    6.13           Form
ADV.  The Client acknowledges that it has received Part II of
the current Form ADV of the Adviser at least 48 hours before entering into this
Agreement.

    6.14           Binding Effect; Persons
Benefiting.  Other than the parties to this Agreement, no
Person shall have any right or obligation under this Agreement.  No
provision of this Agreement is intended or shall be construed to confer upon any
entity or Person other than the parties and their respective successors and
permitted assigns any right, remedy or claim under or by reason of this
Agreement or any part hereof.

    6.15           Interpretation.  When
a reference is made in this Agreement to Sections, Schedules or Annexes, such
reference shall be to a Section of, Schedule to or Annex to, this Agreement
unless otherwise indicated.  Whenever the words “include,” “includes”
or “including” are used in this Agreement, they shall be deemed to be followed
by the words “without limitation.”  All pronouns and any variations
thereof refer to the masculine, feminine or neuter, single or plural, as the
context may require.  All capitalized terms defined in this Agreement
shall be equally applicable to the singular and plural forms
thereof.  All references to any period of days shall be deemed to be
to the relevant number of calendar days unless otherwise
specified.  The parties hereto have participated jointly in the
negotiation and drafting of this Agreement.  In the event any
ambiguity or question of intent or interpretation arises, this Agreement shall
be construed as if drafted jointly by all parties hereto, and no presumption or
burden of proof shall arise favoring or disfavoring any party by virtue of the
authorship of any provision of this Agreement.  References to any
Person include the successors and assigns of that Person.

    


    
      
        
          
             

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    [Signature
Page Follows]

    


    
      
        
          
             

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    IN
WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date
first above written.

    


    DELAWARE
INVESTMENT ADVISERS,

    a series
of Delaware Management Business Trust

    


    


    By: /s/ David P.
O’Connor

    Name:  David P.
O’Connor

    Title: Senior Vice
President

    


    


    LINCOLN
LIFE & ANNUITY COMPANY OF NEW YORK

    


    


    By: /s/ Keith
Ryan

    Name:  Keith
Ryan

    Title: Second Vice
President

    


    
      
        
          
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    ANNEX
A

    


    Defined
Terms

    


    “Account” has the
meaning set forth in Section 1.1.

    “Acquired Assets” has
the meaning set forth in Section 1.3(a).

    “Adviser” has the
meaning set forth in the preamble to this Agreement.

    “Advisers Act” has the
meaning set forth in Section 2.2(c).

    “Adviser Proposal” has
the meaning set forth in Section 1.3(c).

    “Affiliate” means any
individual, partnership, corporation, entity or other Person that directly, or
indirectly through one or more intermediaries, controls, is controlled by, or is
under common control with, the Person specified.  For purposes of this
definition, “control” (including, with correlative meaning, the terms
“controlling” and “controlled”) means the possession, directly or indirectly, of
the power to direct or cause the direction of the management and policies of
such Person, whether through ownership of voting securities, by contract or
otherwise.

    “Agents” means the
Adviser’s proxy voting service and its investment accountant.

    “Agreement” means,
this Investment Advisory Agreement, as the same may be amended, restated,
supplemented or otherwise modified from time to time.

    “Approved Manager” has
the meaning set forth in Section 2.11(a).

    “Client” has the
meaning set forth in the preamble to this Agreement.

    “Confidential
Information” means and includes, but not be limited to, each party’s
respective proprietary or confidential market and/or computerized investment
approaches, trading systems or programs, mathematical models, simulated results,
simulation software, price or research databases, information relating to
private placements, other research, algorithms, numerical techniques, analytical
results, technical data, strategies and methodologies, business methods, trade
secrets, internal marketing materials or memoranda, corporate policies,
supervisory and risk control techniques and procedures, fee and compensation
structures, trader trial programs, investor and contact lists, knowledge of
facilities and any books and records made available to either party and any
other proprietary materials or information; provided, however, that the
term Confidential Information shall not include any such information which is or
has been made generally available to the public through the disclosure thereof
in a manner which was authorized by the applicable party and did not violate any
common law or contractual rights of the applicable party.

    “Custodian” has the
meaning set forth in Section 1.2.

    


    
      
        
          
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    “Current Asset Class”
means an asset class listed on Schedule
B.

    “Departing Manager”
has the meaning set forth in Section 2.11(a).

    “Directed Broker” has
the meaning set forth in Section 2.3.

    “ERISA” means the Employee Retirement
Income Security Act of 1974, as amended, and the rules, regulations and class
exemptions of the Department of Labor thereunder.

    “Evaluation Period”
has the meaning set forth in Section 1.3(c).

    “Excluded Assets”
means assets in the Accounts invested (i) as seed capital in investment products
of the Client or its Affiliates and the Adviser and its Affiliates or (ii) in
Excluded Asset Classes.

    “Excluded Asset
Classes” means cash (other than direct short-term investments), money
market mutual funds invested primarily in United States securities and assets,
direct United States real estate investments, real estate limited partnerships
investing primarily in United States real estate, direct United States
commercial mortgage investments and corporate owned life insurance.

    “Initial Term” has the
meaning set forth in Section 5.1.

    “Investment Notice”
means a written notice of the Client’s decision to invest any portion of an
Account (other than the Excluded Assets or the Acquired Assets) in a New Asset
Class.

    “Investment Policies”
has the meaning set forth in Section 2.2(a).

    “Loss” means losses,
damages, liabilities, judgments, costs and expenses (including reasonable
attorneys’ fees and disbursements) and amounts paid in settlement.

    “Management Fee” has
the meaning set forth in Section 4.2.

    “Manager Candidate”
has the meaning set forth in Section 2.11(a).

    “Material Variance”
shall mean, with respect to any rolling two year period, a negative variance of
more than 5% per annum of the annual rate of return of the Accounts measured
against the Risk Management Benchmark for that same period.  The
parties agree that (a) for purposes of calculating the annual rate of return for
the one year period ending as of the calendar quarter ending immediately prior
to the Closing, such annual rate of return shall be deemed to equal the Risk
Management Benchmark for such period, (b) for the purposes of determining the
annual rate of return for the Accounts and the Risk Management Benchmark, the
annual rate of return and Risk Management Benchmark shall not include any
portion thereof attributable to (i) Excluded Assets, (ii)

    


    
      
        
          
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    any
portion of an Account comprised of limited partnerships or (iii) any action
taken or not taken as a result of instructions by, or restrictions and practices
of, the Client; provided, that, for
the purpose of this sub-paragraph (iii), the rate of return applicable to the
class of asset to which any such instruction, restriction or practice applies
shall be deemed to equal the Risk Management Benchmark for the duration of such
exclusion.

    “Measurement Quarter”
has the meaning set forth in the definition of “Termination Event”.

    “New Asset Class” has
the meaning set forth in Section 1.3(b).

    “Non-Managed Assets”
means any Acquired Assets not managed by the Adviser, the Excluded Assets, and
any assets invested in a New Asset Class not managed by the
Adviser.

    “Person” means any
individual, partnership, corporation, company, trust, unincorporated
organization or other entity and any government or agency or political
subdivision thereof.

    “Plan” has the meaning
set forth in Section 5.5.

    “Reallocation” has the
meaning set forth in Section 4.2.

    “Regulatory Authority”
means any regulatory, self-regulatory or other governmental
authority.

    “Risk Management
Benchmark” shall mean the risk management benchmark utilized in the
Lincoln Financial Group Investment Review process for the Accounts as quarterly
re-weighted and which shall be consistent with the past practice of the Client
as of the date hereof, with any variance from such risk management benchmark
determined in accordance with the methodology employed in the Lincoln Financial
Group Investment Review process as of the date hereof, excluding the variance,
if any, attributable to the Accounts’ Investment Policies.

    


    “SEC” has the meaning
set forth in Section 2.7.

    “Sub-Adviser” has the
meaning set forth in Section 2.2(c).

    “Subsequent Term” has
the meaning set forth in Section 5.1.

    “Termination Date” has
the meaning set forth in Section 5.1.

    “Termination Event”
means any of:

    
      	
               
      

            	
              (a)

            	
              (i)
      the gross negligence or willful misconduct of the Adviser in managing any
      Account, (ii) a material violation of law by the Adviser with respect to
      the management of any Account or (iii) the imposition of any material
      sanction, restriction or penalty
imposed

            


    

    


    
      
        
          
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    by a
Regulatory Authority on the Adviser that the Client determines could reasonably
be expected to have a material and adverse effect on the Adviser’s ability to
manage the Accounts;

    
      	
               
      

            	
              (b)

            	
              for
      a period of 90 consecutive days, the number of Approved Managers managing
      the Accounts is less than a majority of the total number of Approved
      Managers set forth in Schedule
      E; provided that
      the Client may not terminate this Agreement pursuant to this clause (b) if
      the Client has approved pursuant to Section 2.11(a) a sufficient number of
      new Approved Managers so that the number of Approved Managers is a
      majority of the total number of Approved Managers set forth in Schedule
      E;

            


    

    
      	
               
      

            	
              (c)

            	
              (c)
      (i) if, for any calendar quarter ending on or after the one year
      anniversary of the Closing Date, there is a Material Variance of the
      Accounts for any rolling two year period ending at the end of any such
      calendar quarter (any such calendar quarter at the end of which there is a
      Material Variance, a “Measurement
      Quarter”) and (ii) there remains a Material Variance for each two
      year rolling period ending at the end of each of the next four calendar
      quarters following the Measurement Quarter, a decision by the Client’s
      board of directors in the good faith exercise of its fiduciary duties to
      terminate the Agreement because the Client’s interests are better served
      with another investment adviser; or

            


    

    
      	
               
      

            	
              (d)

            	
              the
      Adviser’s material breach of this Agreement (other than breaches of
      Section 2.7 which shall be subject to the standard set forth in clause (a)
      above) that (if curable) has not been cured by the Adviser within 30 days
      of the Client providing written notice, unless the Client agrees in
      writing to extend such cure period.

            


    

    


    
      
        
          
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    Schedule
A

     

    Accounts

    


    
      	
              Company
      Name

            	
              Portfolio

            
	
              Lincoln
      Life & Annuity Company of New York

            	
              JPLA662790

              LLANY01101

              LLANY01110

              LLANY01111

              LLANY01117

              LLANY01145

              LLANY01166

              LLANY01168

              LLANY01174

              LLNYC01101

              LLNYC01110

              LLNYC01111

              LLNYC01145

              LLNYC01146

            


    

    


    


    
      
        
          
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    Schedule
B

     

    Current Asset
Classes

    
      	
               
      

            	
              1.

            	
              Active
      Fixed Income

            


    

    
      	
               
      

            	
              2.

            	
              MBS

            


    

    
      	
               
      

            	
              3.

            	
              ABS

            


    

    
      	
               
      

            	
              4.

            	
              High
      Yield

            


    

    
      	
               
      

            	
              5.

            	
              Government

            


    

    
      	
               
      

            	
              6.

            	
              Direct
      short-term investments

            


    

    
      	
               
      

            	
              7.

            	
              Private
      Debt

            


    

    
      	
               
      

            	
              8.

            	
              Partnerships

            


    

    
      	
               
      

            	
              9.

            	
              Equity

            


    

    
      	
               
      

            	
              10.

            	
              Emerging
      Market Debt

            


    

    


    
      
        
          
            An [*]
represents confidential information that has been omitted and filed separately
with the Securities and Exchange Commission.

          

           


        

        
           


          
            

          

        

        
           


        

      

    

    


    Schedule
C

     

    Reports

     

    
      	
              Report
      Name

            	
              Source

            	
              Customer

            	
              Frequency

            	
              Due
      Date

            
	
              Identification
      of Troubled and Watch Securities

            	
              DIA
      Fixed Income

            	
              CAO
      & CFO

            	
              Quarterly

            	
              Prior
      to the Writedown Committee Meeting and Final as of Quarter End Business
      Day 2

            
	
              Paragraph
      Code Reporting

            	
              DIA
      Compliance

            	
              Invest
      Acctg

            	
              Monthly

            	
              Changes
      by the 15th
      of each month

            
	
              Cash
      Flow and Recovery Value Calculations Report

            	
              DIA
      Fixed Income

            	
              Invest
      Acctg

            	
              Quarterly

            	
              Prior
      to the Writedown Committee Meeting and Final as of Quarter End Business
      Day 1

            
	
              CLN
      Reports

            	
              DIA
      Fixed Income

            	
              Invest
      Acctg

            	
              Quarterly

            	
              Business
      Day 5

            
	
              TPS
      Notices

            	
              DIA
      Fixed Income

            	
              EqRM
      Protection

            	
              Daily

            	
              Daily
      p.m.

            
	
              Trade
      Notifications

            	
              DIA
      Fixed Income

            	
              EqRM
      Protection

            	
              Daily

            	
              Daily
      p.m.

            
	
              Spreads
      for Index

            	
              DIA
      Fixed Income

            	
              Portfolio
      Management

            	
              Weekly

            	
              Weekly

            
	
              Econ
      Summary/Inv. Com. Commentary

            	
              DIA
      Fixed Income

            	
              Portfolio
      Management

            	
              Monthly

            	
              Prior
      to Investment Committee

            
	
              Derivative
      Report Summary

            	
              DIA
      Fixed Income

            	
              EqRM/ALM
      Committee

            	
              Monthly

            	
              Prior
      to EqRM/ALM meeting

            
	
              CLN
      one pager(s) for Investment Com.

            	
              DIA
      Fixed Income

            	
              Portfolio
      Management

            	
              Monthly

            	
              Prior
      to each Investment Committee meeting

            
	
              CLN
      Disclosure 10Q

            	
              DIA
      Fixed Income

            	
              Financial
      Reporting

            	
              Quarterly

            	 
      
	
              Industry/Company
      Research

            	
              DIA
      Fixed Income

            	
              Portfolio
      Management

            	
              Upon
      Request

            	 
      
	
              Supporting
      Data for Sovereign Risk Report

            	
              DIA
      Fixed Income

            	
              Portfolio
      Management

            	
              Currently
      Weekly

            	 
      
	
              Trade
      summary following each indexed annuity issue day

            	
              DIA
      Fixed Income

            	
              Fixed
      Annuity Product Management

            	
              Weekly

            	 
      


    

    


    


    
      
        
          
            An [*]
represents confidential information that has been omitted and filed separately
with the Securities and Exchange Commission.

          

           


        

        
           


          
            

          

        

        
           


        

      

    

     

     

    
       

      
        	
                Report
      Name

              	
                Source

              	
                Customer

              	
                Frequency

              	
                Due
      Date

              
	
                Indexed
      annuity option blotter summary

              	
                DIA
      Fixed Income

              	
                Fixed
      Annuity Product Management

              	
                Weekly

              	 
      
	
                SAS
      701

              	
                The
      Adviser to select the provider

              	
                Financial

                Accounting

              	
                Annual

              	
                Reasonable
      period of time following year end2

              
	
                Compliance
      Certificate

              	
                DIA
      Compliance

              	
                Internal
      Audit

              	
                Quarterly

              	
                Within
      two weeks of quarter end

              
	
                Certification
      of Investment Adviser

              	
                Mr.
      Capuzzi and Mr. Quek, or their successors

              	
                Financial
      Reporting/Internal Audit

              	
                Quarterly

              	
                Within
      two weeks of quarter end

              
	
                California
      Department of Insurance Questionnaire

              	
                DIA
      Compliance

              	
                Financial
      Reporting

              	
                Annually

              	
                As
      requested by California Department of Insurance

              
	
                Risk
      Benchmark

              	
                DIA
      Fixed Income

              	
                Portfolio
      Management

              	
                Quarterly

              	
                Within
      ten business days of receiving Lincoln portfolio return data (per Schedule
      D)

              


      

      


      


      
        

      

      1           SAS 70 report to only cover trade
operations.

      2           Initial SAS 70 report (to be a Type I
report) will cover 1/1/10 to 9/30/10, with the resulting report
provided to the Client no later than 12/31/10 or
such other date as the parties mutually agree.  Each subsequent
SAS 70 report (each of which to be a Type
II report) will cover the period 10/1 through 9/30 each year, with the
resulting report provided
to the Client no later than 12/31 of the applicable year or such other date as the parties mutually
agree.

      


      
        
          
            
              An [*]
represents confidential information that has been omitted and filed separately
with the Securities and Exchange Commission.

            

             


          

          
             


            
              

            

          

          
             


          

        

      

    

    
 

    Schedule
D

     

    Data and Other
Information

     

    
      	
              Currently
      Automated Investment Information Needs

            	
              Automated
      References

            
	 
      	 
      
	
              Trade
      Information for General Accounts

            	
              Currently
      entered into the following applications: Short Term Trade, Long Term
      Trade, Docket, Bloomberg, email Notifications

            
	
              Industry
      and credit exposure information for short terms

            	
              Currently
      part of Short Term Trade application

            
	
              Maintain
      asset codes and indicators

            	
              As
      currently maintained in internally written applications:  Trade
      Interface Application to be maintained by Lincoln going
      forward.

            
	
              Investment
      Data Management

            	
              Currently
      Delaware provides data to support investment data
    management

            
	
              State
      Compliance Information

            	
              Currently
      in Paragraph Code Compliance Application and
  spreadsheets

            
	
              Information
      on Troubled and Watched Securities

            	
              Currently
      part of Investment Data Management or spreadsheet to Investment Accounting
      to enter on Prism

            
	
              Pricing
      and Analytic Information for assets where public information is not
      available or accurate

            	
              Currently
      get this information from Intex (for CMBS, ABS, etc) - manually modeled by
      Delaware, Delaware to provide information to Lincoln so that Lincoln may
      use Axiom (for public securities and private placements), and spreadsheets
      for manually priced private placements.

            
	
              Underlying
      assumptions to

              generate
      cash flow data

            	
              Currently
      provided by Delaware personnel.

            
	
              Admitted
      Assets

            	
              Currently
      provided by Lincoln to Delaware to permit Delaware compliance to do
      paragraph coding.

            
	
              Insurance
      law updates

            	
              Currently
      provided by LNY and LNL personnel.

            
	
              Security
      level data and aggregation

            	
              Lincoln
      to provide Delaware with total return of the portfolio at the CUSIP, asset
      class and total portfolio level and any other data necessary to generate
      the risk benchmark and its attribution.

            
	
              GIPS
      data

            	
              Upon
      reasonable prior notice, Lincoln personnel to provide information to
      Delaware so
      that Delaware
      may prepare GIPS compliant returns as/when
  requested.

            


    

    


    


    


    


    
      
        
          
            An [*]
represents confidential information that has been omitted and filed separately
with the Securities and Exchange Commission.

          

           


        

        
           


          
            

          

        

        
           


        

      

    

     

    
       

      
        	
                Data
      necessary to calculate investment advisory fees

              	
                Lincoln
      to provide Delaware with book value of the assets and other data as
      necessary to calculate the Management Fees due under the
      Agreement.

              


      

      


       

      
        
          
            
              An [*]
represents confidential information that has been omitted and filed separately
with the Securities and Exchange Commission.

            

             


          

          
             


            
              

            

          

          
             


          

        

      

      


    

     

    
 

    Schedule
E

     

    Approved
Managers

    


    


    
      	
               
      

            	
              1.

            	
              *

            


    

    
      	
               
      

            	
              2.

            	
              *

            


    

    
      	
               
      

            	
              3.

            	
              *

            


    

    
      	
               
      

            	
              4.

            	
              *

            


    

    
      	
               
      

            	
              5.

            	
              *

            


    

    


    
      
        
          
            An [*]
represents confidential information that has been omitted and filed separately
with the Securities and Exchange Commission.

          

           


        

        
           


          
            

          

        

        
           


        

      

    

    


    Schedule
F

     

    Private Placement Debt
Securities

    


    
      	
              Eom
      date

            	
              Cusip

            	
              Security
      Name

            	
              Coupon

            	
              Maturity
      Date

            	
              Price
      Source

            	
              Sum
      of Book Value

            	
              Sum
      of Par Value

            	
              Sum
      of Market Value

            
	
              30-Nov-09

            	
              62826WAA9

            	
              MUTUAL
      FUND FEE TRUST IX SER 99-2 ABS

            	
              8.28

            	
              01-May-07

            	
              MANUL

            	
                               2,986

            	
                                     304,309

            	
                                        -

            
	
              30-Nov-09

            	
              868733A*7

            	
              SUREWEST
      COMMUNICATIONS SER B SR NT

            	
              4.74

            	
              13-Mar-13

            	
              AXIOM

            	
                         1,562,095

            	
                                  1,600,000

            	
                            1,586,160

            
	
              30-Nov-09

            	
              359694C#1

            	
              FULLER
      H B COMPANY SR NTS

            	
              6.6

            	
              02-Jun-10

            	
              AXIOM

            	
                         1,399,813

            	
                                  1,400,000

            	
                            1,428,798

            
	
              30-Nov-09

            	
              335867H*1

            	
              FIRST
      OMNI BANK NA AMSOUTH TR 99 A-1 S

            	
              6.65

            	
              02-Jan-21

            	
              MANUL

            	
                            108,986

            	
                                     191,900

            	
                               191,900

            
	
              30-Nov-09

            	
              92977@AD6

            	
              WACHOVIA
      DEV GTD ROSS STORES CR PRM NT

            	
              5.65

            	
              23-Jul-13

            	
              AXIOM

            	
                         3,000,000

            	
                                  3,000,000

            	
                            3,226,200

            
	
              30-Nov-09

            	
              X8687#AA1

            	
              STRAUMUR-BURDARAS
      INV BK SER A SR NT

            	
              7.24

            	
              29-Mar-11

            	
              MANUL

            	
                         2,362,500

            	
                                  6,750,000

            	
                            2,362,500

            
	
              30-Nov-09

            	
              736508K*2

            	
              PORTLAND
      GENERAL ELECTRIC CO FMB

            	
              5.43

            	
              03-May-40

            	
              AXIOM

            	
                         4,000,000

            	
                                  4,000,000

            	
                            3,868,600

            
	
              30-Nov-09

            	
              592688A*6

            	
              METTLER-TOLEDO
      INTL INC 2009-A SR NT

            	
              6.3

            	
              25-Jun-15

            	
              AXIOM

            	
                         5,000,000

            	
                                  5,000,000

            	
                            5,497,600

            
	
              30-Nov-09

            	
              29266RJ@8

            	
              ENERGIZER
      HOLDINGS INC SER 2006-D SR N

            	
              6.24

            	
              30-Jun-16

            	
              AXIOM

            	
                         1,000,000

            	
                                  1,000,000

            	
                            1,128,180

            
	
              30-Nov-09

            	
              376085AA4

            	
              GILROY
      ENERGY CTR LLC 144A SR NT

            	
              4

            	
              15-Aug-11

            	
              AXIOM

            	
                         1,070,478

            	
                                  1,067,227

            	
                            1,072,019

            
	
              30-Nov-09

            	
              29266RL@5

            	
              ENERGIZER
      HOLDINGS INC SER 2007-F SR N

            	
              6.48

            	
              15-Oct-16

            	
              AXIOM

            	
                         1,000,000

            	
                                  1,000,000

            	
                            1,142,480

            
	
              30-Nov-09

            	
              92964#AA5

            	
              WY
      TENN HLDGS LLC SR SEC NTS

            	
              5.81

            	
              17-Dec-18

            	
              AXIOM

            	
                         3,500,000

            	
                                  3,500,000

            	
                            3,813,880

            
	
              30-Nov-09

            	
              64079*AB8

            	
              NEPTUNE
      REGIONAL TRANSMSN TR A SR SEC

            	
              6.21

            	
              30-Jun-27

            	
              AXIOM

            	
                         7,393,996

            	
                                  7,393,996

            	
                            7,813,384

            
	
              30-Nov-09

            	
              63615#AG6

            	
              NATIONAL
      FOOTALL LEAGUE SER B SR NT

            	
              5.6

            	
              31-Mar-24

            	
              AXIOM

            	
                         5,000,000

            	
                                  5,000,000

            	
                            5,191,100

            
	
              30-Nov-09

            	
              335867E#0

            	
              FIRST
      OMNI BANK NA ICX TR 98A-1 SER G

            	
              6.65

            	
              02-Jul-20

            	
              MANUL

            	
                            114,581

            	
                                     202,282

            	
                               202,282

            
	
              30-Nov-09

            	
              92964*AA9

            	
              WY
      CAROLINA HLDGS SR SEC NTS

            	
              5.64

            	
              23-Dec-18

            	
              AXIOM

            	
                         2,500,000

            	
                                  2,500,000

            	
                            2,691,575

            
	
              30-Nov-09

            	
              81683RAJ3

            	
              SEMINOLE
      TRIBE FL 2007B TXBL OBLIG 144

            	
              7.804

            	
              01-Oct-20

            	
              AXIOM

            	
                         1,686,925

            	
                                  1,695,000

            	
                            1,930,266

            
	
              30-Nov-09

            	
              335867F*3

            	
              FIRST
      OMNI BANK NA ICX TR 98A-1 SER PD

            	
              6.65

            	
              02-Jul-20

            	
              MANUL

            	
                            106,150

            	
                                     185,766

            	
                               185,766

            
	
              30-Nov-09

            	
              36720#AD1

            	
              GAS
      TRANSMISSION NORTHWEST SR NTS D

            	
              5.69

            	
              01-Jun-35

            	
              AXIOM

            	
                         7,000,000

            	
                                  7,000,000

            	
                            6,440,700

            
	
              30-Nov-09

            	
              D2736#AC3

            	
              FRITZ
      DRAXLMAIER SER C SR NT

            	
              5.22

            	
              07-Apr-11

            	
              AXIOM

            	
                            800,000

            	
                                     800,000

            	
                               796,872

            
	
              30-Nov-09

            	
              F9731#AA5

            	
              VICAT
      S A SER A SR NTS

            	
              4.92

            	
              05-Aug-10

            	
              AXIOM

            	
                         3,000,000

            	
                                  3,000,000

            	
                            3,024,960

            
	
              30-Nov-09

            	
              89838@AB5

            	
              TRSTES
      EST JAMES CAMPBELL SER B SR NT

            	
              5.58

            	
              30-Sep-14

            	
              AXIOM

            	
                         5,950,246

            	
                                  6,000,000

            	
                            6,325,740

            
	
              30-Nov-09

            	
              L7919*AC6

            	
              RELUXCO
      INTL SA SER C GTD SR NT

            	
              5.71

            	
              27-Mar-19

            	
              AXIOM

            	
                         4,000,000

            	
                                  4,000,000

            	
                            3,854,600

            
	
              30-Nov-09

            	
              F9181#AA0

            	
              THOMSON
      SER A SR NT

            	
              6.13

            	
              30-Jun-10

            	
              MANUL

            	
                         1,000,000

            	
                                  1,000,000

            	
                               700,000

            
	
              30-Nov-09

            	
              13861#AA5

            	
              CANTOR
      FITZGERALD SR NT

            	
              5.19

            	
              01-Apr-10

            	
              AXIOM

            	
                            597,577

            	
                                     600,000

            	
                               599,700

            
	
              30-Nov-09

            	
              871655C@3

            	
              SYPRIS
      SOLUTIONS INC SER B SR SEC NT

            	
              10.2

            	
              15-Jan-12

            	
              AXIOM

            	
                            593,451

            	
                                     604,770

            	
                               552,185

            
	
              30-Nov-09

            	
              564905A#4

            	
              MAPLE
      LEAF FOODS INC SER E SR GTD NT

            	
              5.21

            	
              08-Dec-11

            	
              AXIOM

            	
                         1,000,000

            	
                                  1,000,000

            	
                            1,045,570

            
	
              30-Nov-09

            	
              72349CAA0

            	
              PINNACLE
      TOWERS ACQ HLDGS 2009-1 A1 SR

            	
              6.25

            	
              15-Aug-19

            	
              MANUL

            	
                       14,000,000

            	
                                14,000,000

            	
                           14,456,400

            
	
              30-Nov-09

            	
              03040#AA0

            	
              AMERICAN
      WATER CAP CORP SR NT

            	
              6.87

            	
              29-Mar-11

            	
              AXIOM

            	
                         1,200,000

            	
                                  1,200,000

            	
                            1,244,304

            
	
              30-Nov-09

            	
              78487#AA2

            	
              SWA/WHEAT
      RIDGE LLC (WALGREEN)6.70%CTL

            	
              6.6

            	
              01-Sep-27

            	
              AXIOM

            	
                         1,733,562

            	
                                  1,733,562

            	
                            2,020,223

            
	
              30-Nov-09

            	
              88713UAF3

            	
              TIMBERSTAR
      TR I 2006-1 CL E CMBS

            	
              6.5024

            	
              15-Oct-36

            	
              OBROK

            	
                         2,000,000

            	
                                  2,000,000

            	
                            1,830,000

            
	
              30-Nov-09

            	
              335867G*2

            	
              FIRST
      OMNI BANK NA AMSOUTH TR 99 A-1 S

            	
              6.65

            	
              02-Jan-21

            	
              MANUL

            	
                            173,478

            	
                                     302,785

            	
                               302,785

            
	
              30-Nov-09

            	
              G3651#AC9

            	
              QUINN
      GRP LTD SER C SR GTD NTS

            	
              5.58

            	
              13-Oct-15

            	
              AXIOM

            	
                         2,500,000

            	
                                  2,500,000

            	
                            2,487,050

            
	
              30-Nov-09

            	
              01583*AF0

            	
              ALGONQUIN
      GAS TRANMISSION CO SR NT

            	
              5.69

            	
              26-Nov-12

            	
              AXIOM

            	
                         2,000,000

            	
                                  2,000,000

            	
                            2,154,200

            
	
              30-Nov-09

            	
              51157*AA2

            	
              LAKEHEAD
      PIPELINE FMB

            	
              9.15

            	
              15-Dec-11

            	
              AXIOM

            	
                         1,459,172

            	
                                  1,422,000

            	
                            1,520,715

            
	
              30-Nov-09

            	
              56165*AA1

            	
              MAN
      OWAR DEV LLC (WALGREEN) 6.14% CTL

            	
              6.04

            	
              01-Jul-28

            	
              AXIOM

            	
                         2,880,689

            	
                                  2,880,689

            	
                            3,222,425

            
	
              30-Nov-09

            	
              89407#AA6

            	
              TRANSWESTERN
      PIPELINE SER A SR UNSC NT

            	
              5.39

            	
              17-Nov-14

            	
              AXIOM

            	
                         4,000,000

            	
                                  4,000,000

            	
                            4,215,040

            
	
              30-Nov-09

            	
              97181#CN1

            	
              WILMINGTON
      TRUST CO FED EX TR N416FE

            	
              7.75

            	
              15-Jun-10

            	
              AXIOM

            	
                              93,049

            	
                                       92,602

            	
                                 95,343

            
	
              30-Nov-09

            	
              10510@AB6

            	
              BRAMBLES
      USA SER B GTD SR UNSEC NT

            	
              5.77

            	
              04-Aug-14

            	
              AXIOM

            	
                         6,000,000

            	
                                  6,000,000

            	
                            6,350,700

            
	
              30-Nov-09

            	
              29266RD*6

            	
              ENERGIZER
      HOLDINGS INC SR NTS SER A-6

            	
              3.86

            	
              30-Jun-11

            	
              AXIOM

            	
                       12,728,120

            	
                                13,000,000

            	
                           13,399,100

            
	
              30-Nov-09

            	
              39121JAE0

            	
              GREAT
      RIVER ENERGY SER 2007A FMB 144A

            	
              6.254

            	
              01-Jul-38

            	
              IDSI

            	
                         4,161,807

            	
                                  5,000,000

            	
                            5,110,800

            
	
              30-Nov-09

            	
              G2624@AA1

            	
              DAIRY
      CREST GROUP PLC SER A GTD SR NT

            	
              5.73

            	
              04-Apr-13

            	
              AXIOM

            	
                         5,000,000

            	
                                  5,000,000

            	
                            5,451,600

            
	
              30-Nov-09

            	
              42823#AH6

            	
              HEWITT
      ASSOCIATES LLC SER F SR NT

            	
              6.57

            	
              21-Aug-15

            	
              AXIOM

            	
                         5,000,000

            	
                                  5,000,000

            	
                            5,438,400

            
	
              30-Nov-09

            	
              G4916#AE4

            	
              INVESTCORP
      CAP LTD SER A GTD SR NT

            	
              6.64

            	
              17-Dec-10

            	
              AXIOM

            	
                            150,000

            	
                                     150,000

            	
                               143,646

            
	
              30-Nov-09

            	
              883199A@0

            	
              TEXTRON
      FINANCIAL CORP SR NTS

            	
              4.39

            	
              24-Dec-13

            	
              MANUL

            	
                         1,336,834

            	
                                  1,421,053

            	
                            1,312,697

            
	
              30-Nov-09

            	
              16735#AA2

            	
              CHICAGO
      FAUCET CO GTD SER A SR NTS

            	
              5

            	
              19-Dec-09

            	
              AXIOM

            	
                         2,500,000

            	
                                  2,500,000

            	
                            2,502,725

            
	
              30-Nov-09

            	
              Q7397#AG9

            	
              PRATT
      FIN PROPRIETARY LTD SER A SR NT

            	
              5.6

            	
              17-Dec-13

            	
              AXIOM

            	
                         2,500,000

            	
                                  2,500,000

            	
                            2,633,700

            
	
              30-Nov-09

            	
              335867G@0

            	
              FIRST
      OMNI BANK NA AMSOUTH TR 99 A-1 S

            	
              6.65

            	
              02-Jan-21

            	
              MANUL

            	
                            214,675

            	
                                     375,884

            	
                               375,884

            
	
              30-Nov-09

            	
              N4577#AB2

            	
              INTL
      ENDESA SA BV SER B SR GTD NT

            	
              5.23

            	
              09-Sep-12

            	
              AXIOM

            	
                         3,932,283

            	
                                  4,000,000

            	
                            4,248,960

            
	
              30-Nov-09

            	
              76159#AA3

            	
              RAIL
      CO II (CARGILL-LESSEE) SE

            	
              8.71

            	
              31-Aug-12

            	
              AXIOM

            	
                         2,539,209

            	
                                  2,526,896

            	
                            2,920,587

            
	
              30-Nov-09

            	
              Q9768*AB1

            	
              JOHN
      FAIRFAX PUBLICATIONS SER B GTD SR

            	
              6.35

            	
              10-Jul-14

            	
              AXIOM

            	
                         9,000,000

            	
                                  9,000,000

            	
                            8,109,540

            
	
              30-Nov-09

            	
              88713UAC0

            	
              TIMBERSTAR
      TR I 2006-1 CL B CMBS

            	
              5.7467

            	
              15-Oct-36

            	
              IDSI

            	
                         1,000,000

            	
                                  1,000,000

            	
                               910,000

            
	
              30-Nov-09

            	
              N6510*AD7

            	
              NUTRECO
      HLDG NV SER A SR NT

            	
              7.23

            	
              08-Apr-14

            	
              AXIOM

            	
                         8,000,000

            	
                                  8,000,000

            	
                            9,242,400

            
	
              30-Nov-09

            	
              23327@AA4

            	
              DFA
      PFD CAP TR I CUM GTD PFD SECS

            	
              7.38

            	
              02-Oct-12

            	
              AXIOM

            	
                         1,950,000

            	
                                  1,950,000

            	
                            2,114,619

            
	
              30-Nov-09

            	
              39063@AC4

            	
              GREAT
      LAKES GAS TRANS LTD PART SR NT A

            	
              8.74

            	
              30-Oct-11

            	
              AXIOM

            	
                            414,788

            	
                                     400,000

            	
                               432,452

            
	
              30-Nov-09

            	
              12638VAC0

            	
              CSN
      ISLANDS VI CORP SER 2004-1 SR NTS

            	
              7.427

            	
              03-May-12

            	
              AXIOM

            	
                         1,818,290

            	
                                  1,818,290

            	
                            1,902,713

            
	
              30-Nov-09

            	
              501673AA5

            	
              LA
      ARENA FUNDING LLC ARENA REV-BCKD

            	
              7.656

            	
              15-Dec-26

            	
              AXIOM

            	
                         1,577,937

            	
                                  1,577,937

            	
                            1,683,706

            
	
              30-Nov-09

            	
              10468*AA2

            	
              BRADY
      CORP SR NTS

            	
              5.14

            	
              28-Jun-14

            	
              AXIOM

            	
                         7,200,834

            	
                                  7,500,000

            	
                            7,862,250

            
	
              30-Nov-09

            	
              23406#AA6

            	
              DAK
      AMERICAS (GRUPO PETROTEMEX) GTD SR

            	
              6.85

            	
              23-Jun-14

            	
              AXIOM

            	
                         3,571,429

            	
                                  3,571,429

            	
                            3,605,679

            
	
              30-Nov-09

            	
              253651A#0

            	
              DIEBOLD
      INC SER 2006A GTD SR NT

            	
              5.5

            	
              02-Mar-16

            	
              AXIOM

            	
                         6,628,078

            	
                                  8,000,000

            	
                            8,337,680

            
	
              30-Nov-09

            	
              Q2759#AM9

            	
              CONSOLIDATED
      PRESS FIN SER L GTD SR NT

            	
              5.56

            	
              09-Jun-14

            	
              AXIOM

            	
                            966,502

            	
                                  1,000,000

            	
                               989,080

            
	
              30-Nov-09

            	
              74831*AA8

            	
              QUEENSLAND
      1995 PASS-THROUGH TRUST

            	
              7.82

            	
              03-Jan-33

            	
              AXIOM

            	
                         1,030,000

            	
                                  1,030,000

            	
                            1,286,419

            
	
              30-Nov-09

            	
              G2614#AB9

            	
              DCC
      FUNDING 2007 LTD NV SER B GTD SR N

            	
              6.19

            	
              11-Jul-19

            	
              AXIOM

            	
                         7,000,000

            	
                                  7,000,000

            	
                            7,683,270

            
	
              30-Nov-09

            	
              913028E#9

            	
              UNITED
      TELEPHONE OF INDIANA SER W FMB

            	
              8.77

            	
              01-Aug-17

            	
              AXIOM

            	
                         2,001,130

            	
                                  2,001,130

            	
                            2,403,617

            
	
              30-Nov-09

            	
              74731@AV1

            	
              QUAD/GRAPHICS
      INC SR SEC NTS 1998 4 TR

            	
              6.91

            	
              24-Apr-18

            	
              AXIOM

            	
                         5,671,820

            	
                                  5,950,000

            	
                            5,785,066

            
	
              30-Nov-09

            	
              56633#AF0

            	
              MARCUS
      CORP SER C TRANCHE B SR NTS

            	
              6.82

            	
              01-May-14

            	
              AXIOM

            	
                         2,142,857

            	
                                  2,142,857

            	
                            2,080,200

            
	
              30-Nov-09

            	
              36229KB*4

            	
              GTC
      TRANSCNTL GRP 2002A TR 1 SR NTS

            	
              5.62

            	
              15-Dec-12

            	
              AXIOM

            	
                         1,000,000

            	
                                  1,000,000

            	
                               981,530

            
	
              30-Nov-09

            	
              D6574*AA7

            	
              CLAAS
      KGAA MBH SR NT

            	
              5.76

            	
              27-Dec-14

            	
              AXIOM

            	
                         3,200,000

            	
                                  3,200,000

            	
                            3,419,776

            
	
              30-Nov-09

            	
              795770AN6

            	
              SALTON
      SEA FUNDING CORP SR SEC BDS

            	
              7.475

            	
              30-Nov-18

            	
              IDSI

            	
                         3,206,855

            	
                                  3,206,855

            	
                            3,519,588

            
	
              30-Nov-09

            	
              74732@AF5

            	
              QUAD/GRAPHICS
      TR F 2006-1 SR SEC NTS

            	
              6.49

            	
              14-Apr-36

            	
              AXIOM

            	
                         3,000,000

            	
                                  3,000,000

            	
                            2,153,310

            
	
              30-Nov-09

            	
              N4577#AC0

            	
              INTL
      ENDESA BV SER C GTD SR NTS

            	
              5.47

            	
              09-Sep-14

            	
              AXIOM

            	
                         2,000,000

            	
                                  2,000,000

            	
                            2,147,180

            
	
              30-Nov-09

            	
              303250B@2

            	
              FAIR
      ISAAC CORP SER D SR NT

            	
              7.18

            	
              07-May-18

            	
              AXIOM

            	
                       10,000,000

            	
                                10,000,000

            	
                           11,317,600

            
	
              30-Nov-09

            	
              20715MAB1

            	
              CONFEDERATED
      TRIBES 144A 2006B NTS

            	
              9.75

            	
              01-Nov-20

            	
              AXIOM

            	
                         1,000,000

            	
                                  1,000,000

            	
                               936,900

            
	
              30-Nov-09

            	
              233244AH5

            	
              DOT
      HDQTRS LS BK MTG FIN TR A-2 144A

            	
              5.594

            	
              07-Dec-21

            	
              MANUL

            	
                       10,161,881

            	
                                10,161,871

            	
                           10,220,705

            
	
              30-Nov-09

            	
              03040#AG7

            	
              AMERICAN
      WATER CAP CORP SER F SR NT

            	
              5.77

            	
              29-Mar-22

            	
              AXIOM

            	
                         5,000,000

            	
                                  5,000,000

            	
                            4,995,650

            
	
              30-Nov-09

            	
              72925#AH0

            	
              PLUM
      CREEK TIMBERLANDS SER N SR NT

            	
              5.48

            	
              21-Jan-10

            	
              AXIOM

            	
                         3,764,471

            	
                                  3,764,471

            	
                            3,778,889

            
	
              30-Nov-09

            	
              G4588#AM3

            	
              INTERMEDIATE
      CAP GRP PLC SER D GTD SR

            	
              8.03

            	
              28-Jun-11

            	
              AXIOM

            	
                         2,000,000

            	
                                  2,000,000

            	
                            2,032,320

            
	
              30-Nov-09

            	
              83239*AA7

            	
              SMITHS
      GROUP PP INC GTD SR NT

            	
              5.45

            	
              28-Jan-13

            	
              AXIOM

            	
                         8,338,411

            	
                                  8,500,000

            	
                            9,018,075

            
	
              30-Nov-09

            	
              32485*AB3

            	
              FIRST
      NATL BK COM(BK ONE)SER B SR SEC

            	
              12.01

            	
              01-Nov-10

            	
              AXIOM

            	
                         2,133,114

            	
                                  2,099,391

            	
                            2,235,075

            
	
              30-Nov-09

            	
              X4761*AB1

            	
              LANDSBANKI
      ISLANDS HF 2006-1 TR A SR N

            	
              5.74

            	
              30-Mar-11

            	
              MANUL

            	
                            500,000

            	
                                10,000,000

            	
                               500,000

            
	
              30-Nov-09

            	
              589497AA4

            	
              MEREY
      SWEENY LP/SWEENY FDG CORP SR BDS

            	
              8.85

            	
              18-Dec-19

            	
              IDSI

            	
                            773,965

            	
                                     724,088

            	
                               824,294

            
	
              30-Nov-09

            	
              G4551#AC8

            	
              HOLCIM
      CAP CORP LTD SR GTD NT

            	
              7.05

            	
              28-Aug-11

            	
              AXIOM

            	
                         5,044,250

            	
                                  5,000,000

            	
                            5,302,100

            
	
              30-Nov-09

            	
              87275*AA3

            	
              TRT
      HLDGS SER A SR SEC NT

            	
              5.24

            	
              07-Nov-10

            	
              AXIOM

            	
                         3,200,000

            	
                                  3,200,000

            	
                            3,203,488

            
	
              30-Nov-09

            	
              754427AA0

            	
              RAVENSWOOD
      UNIT 40 (KEYSPAN) SR SEC NT

            	
              5.996

            	
              15-Jan-19

            	
              AXIOM

            	
                         4,460,127

            	
                                  4,460,127

            	
                            4,742,275

            
	
              30-Nov-09

            	
              574754AB3

            	
              MASHANTUCKET
      WESTERN PEQUOT TRIBE TXBL

            	
              6.57

            	
              01-Sep-13

            	
              AXIOM

            	
                         7,628,814

            	
                                  7,600,000

            	
                            7,411,824

            
	
              30-Nov-09

            	
              K1601#AA3

            	
              COLOPLAST
      A/S SR NT

            	
              5

            	
              30-Apr-13

            	
              AXIOM

            	
                         2,000,000

            	
                                  2,000,000

            	
                            2,092,900

            
	
              30-Nov-09

            	
              34487*AA9

            	
              FOOTBALL
      CLUB TERM NOTE 2018 TR CTF

            	
              6.11

            	
              12-Nov-18

            	
              AXIOM

            	
                         3,000,000

            	
                                  3,000,000

            	
                            3,118,620

            
	
              30-Nov-09

            	
              43460#AB5

            	
              HOGAN
      REAL ESTATE (WALGREEN) 6.27% CTL

            	
              6.17

            	
              01-Jan-29

            	
              AXIOM

            	
                         2,952,276

            	
                                  2,952,276

            	
                            3,335,422

            
	
              30-Nov-09

            	
              046226AA4

            	
              ASTHMA
      CENTER FINANCE CORP 144A NTS

            	
              7.34

            	
              01-Jul-12

            	
              AXIOM

            	
                         1,441,005

            	
                                  1,400,000

            	
                            1,575,658

            
	
              30-Nov-09

            	
              63250@AE3

            	
              NATL
      AMUSEMENTS INC/NAI LTD SER A NT

            	
              10

            	
              31-Dec-10

            	
              AXIOM

            	
                         2,977,559

            	
                                  3,009,316

            	
                            3,039,650

            
	
              30-Nov-09

            	
              04249@AC5

            	
              ARMY
      AND AIR FORCE EXCH SVC SER C SR N

            	
              5.74

            	
              17-Jun-14

            	
              AXIOM

            	
                         6,000,000

            	
                                  6,000,000

            	
                            6,805,560

            
	
              30-Nov-09

            	
              19829*AF6

            	
              COLUMBIA
      PK & REC ASSN INC SR SECD NT

            	
              9.65

            	
              01-Dec-14

            	
              AXIOM

            	
                         1,343,327

            	
                                  1,265,000

            	
                            1,504,123

            
	
              30-Nov-09

            	
              G6843#AB3

            	
              P&O
      PRINCESS CRUISES PLC SER B SR NT

            	
              7.72

            	
              31-Jul-15

            	
              AXIOM

            	
                         1,012,583

            	
                                  1,000,000

            	
                            1,097,450

            
	
              30-Nov-09

            	
              91375@AB0

            	
              UNITED
      TELEPHONE-SOUTHEAST INC

            	
              8.77

            	
              01-Aug-19

            	
              AXIOM

            	
                         1,584,710

            	
                                  1,386,902

            	
                            1,682,756

            
	
              30-Nov-09

            	
              23302#AA1

            	
              DAB
      LLC (WALGREEN) 6.63% CTL NT

            	
              6.53

            	
              01-Mar-28

            	
              AXIOM

            	
                         2,489,245

            	
                                  2,489,245

            	
                            2,888,072

            
	
              30-Nov-09

            	
              41242*AG7

            	
              HARDWOOD
      FDG (NBA) SER G SR NT

            	
              8.27

            	
              26-Feb-16

            	
              AXIOM

            	
                         6,000,000

            	
                                  6,000,000

            	
                            6,985,260

            
	
              30-Nov-09

            	
              Q5581#AA2

            	
              LION
      NATHAN FIN (AUSTRALIA) SR GTD NTS

            	
              8.65

            	
              28-Feb-12

            	
              AXIOM

            	
                         1,200,000

            	
                                  1,200,000

            	
                            1,303,872

            
	
              30-Nov-09

            	
              707064AA9

            	
              PENGROWTH
      CORP SR NT

            	
              6.35

            	
              26-Jul-17

            	
              AXIOM

            	
                         5,000,000

            	
                                  5,000,000

            	
                            5,330,050

            
	
              30-Nov-09

            	
              G5241#AC1

            	
              KERRY
      GRP FINL SVCS TR C SR NT

            	
              5.14

            	
              30-Apr-15

            	
              AXIOM

            	
                         2,000,000

            	
                                  2,000,000

            	
                            2,163,500

            
	
              30-Nov-09

            	
              74732@AC2

            	
              QUAD/GRAPHICS
      TR C 2006-1 SR SEC NTS

            	
              6.49

            	
              30-Jan-36

            	
              AXIOM

            	
                         3,000,000

            	
                                  3,000,000

            	
                            2,156,400

            
	
              30-Nov-09

            	
              74915#AA3

            	
              R&L
      SHERWOOD 5.72% CTL NT (KOHLS)

            	
              5.6365

            	
              10-Jan-24

            	
              AXIOM

            	
                            822,044

            	
                                     822,044

            	
                               876,825

            
	
              30-Nov-09

            	
              335867G#8

            	
              FIRST
      OMNI BANK NA AMSOUTH TR 99 A-1 S

            	
              6.65

            	
              02-Jan-21

            	
              MANUL

            	
                            600,675

            	
                                  1,048,407

            	
                            1,048,407

            
	
              30-Nov-09

            	
              D7625#AC6

            	
              SOLARWORLD
      AG SER C SR NT

            	
              6.12

            	
              21-Dec-18

            	
              AXIOM

            	
                       10,000,000

            	
                                10,000,000

            	
                           10,517,300

            
	
              30-Nov-09

            	
              Q2264@AA5

            	
              CHALLENGER
      LIFE NO 2 LTD SER A SB NT

            	
              6.29

            	
              07-Dec-16

            	
              AXIOM

            	
                       14,200,000

            	
                                14,200,000

            	
                           14,049,196

            
	
              30-Nov-09

            	
              388608AA9

            	
              GRAPEVINE
      FIN LLC SR SEC NON-REC NT

            	
              6.712

            	
              15-Jul-21

            	
              AXIOM

            	
                       15,258,381

            	
                                15,000,000

            	
                           15,008,250

            
	
              30-Nov-09

            	
              97786#AB8

            	
              WOLSELEY
      SR NTS

            	
              4.79

            	
              16-Nov-10

            	
              AXIOM

            	
                         1,986,997

            	
                                  2,000,000

            	
                            2,018,280

            
	
              30-Nov-09

            	
              07783@AA4

            	
              BELK
      INC NTS SER A

            	
              5.05

            	
              12-Jul-12

            	
              MANUL

            	
                         4,748,235

            	
                                  5,000,000

            	
                            5,141,000

            
	
              30-Nov-09

            	
              92428FAB3

            	
              VERMONT
      TRANSCO LLC SER R FMB ACCD INV

            	
              5.75

            	
              01-Apr-37

            	
              AXIOM

            	
                         5,000,000

            	
                                  5,000,000

            	
                            5,186,600

            
	
              30-Nov-09

            	
              56081#AC4

            	
              MAJOR
      LEAGUE BASEBALL TR TERM NT

            	
              4.88

            	
              16-Dec-13

            	
              AXIOM

            	
                         3,087,964

            	
                                  3,125,000

            	
                            3,244,656

            
	
              30-Nov-09

            	
              84861#AA6

            	
              SPIRITS
      OF ST LOUIS BASKETBALL SR SEC

            	
              6.09

            	
              31-Dec-21

            	
              AXIOM

            	
                            760,395

            	
                                     760,395

            	
                               768,865

            
	
              30-Nov-09

            	
              Q7397#AE4

            	
              PRATT
      FIN PROPRIETARY LTD SER E SR NTS

            	
              8.12

            	
              23-May-16

            	
              AXIOM

            	
                         6,663,957

            	
                                  6,000,000

            	
                            6,999,900

            
	
              30-Nov-09

            	
              05544NAC5

            	
              BHN
      IV MTG TRUST 144A CL AF SER 2000-1

            	
              8

            	
              31-Mar-11

            	
              MANUL

            	
                                    22

            	
                                     162,371

            	
                                   6,495

            
	
              30-Nov-09

            	
              10600PAA5

            	
              BRAZILIAN
      MER VOUCH RECV 2003-1 SR SEC

            	
              5.911

            	
              15-Jun-11

            	
              AXIOM

            	
                            328,843

            	
                                     328,843

            	
                               339,820

            
	
              30-Nov-09

            	
              24713@AD8

            	
              DELOITTE
      & TOUCHE USA LLP GTD SER D NT

            	
              6.99

            	
              20-Nov-21

            	
              AXIOM

            	
                         7,500,000

            	
                                  7,500,000

            	
                            7,964,400

            
	
              30-Nov-09

            	
              93525@AA7

            	
              WARREN
      GREEN RVR RD PPTY (CVS) 6.37% C

            	
              6.27

            	
              15-Jul-23

            	
              AXIOM

            	
                         2,218,520

            	
                                  2,218,520

            	
                            2,432,185

            
	
              30-Nov-09

            	
              26969PA@7

            	
              EAGLE
      MTERIALS INC. TR B SR NTS

            	
              5.38

            	
              15-Nov-15

            	
              AXIOM

            	
                         6,630,000

            	
                                  6,630,000

            	
                            6,765,186

            
	
              30-Nov-09

            	
              55819@AA1

            	
              MADISON
      PROPERTY GRP 6.34% CTL(WALGREE

            	
              6.24

            	
              01-Apr-29

            	
              AXIOM

            	
                         3,432,280

            	
                                  3,432,280

            	
                            3,899,070

            
	
              30-Nov-09

            	
              45069KAA6

            	
              ITW
      CUPIDS FIN TR I GTD 144A CUPIDS

            	
              6.55

            	
              31-Dec-11

            	
              IDSI

            	
                         3,998,364

            	
                                  4,000,000

            	
                            4,030,000

            
	
              30-Nov-09

            	
              698525AA0

            	
              PANOCHE
      ENERGY CENTER LLC SR SEC 144A

            	
              6.885

            	
              31-Jul-29

            	
              IDSI

            	
                         8,000,000

            	
                                  8,000,000

            	
                            7,730,400

            
	
              30-Nov-09

            	
              82048@AE0

            	
              SOUTHERN
      PAC TRANS CO-LESSEE;SHAWMUT

            	
              7.22

            	
              02-Jul-13

            	
              AXIOM

            	
                            757,800

            	
                                     757,800

            	
                               841,408

            
	
              30-Nov-09

            	
              705322AG0

            	
              PEDERNALIS
      ELEC COOP FMB 144A SER 95-A

            	
              7.55

            	
              15-Nov-15

            	
              AXIOM

            	
                            260,397

            	
                                     248,360

            	
                               288,125

            
	
              30-Nov-09

            	
              09951#AE6

            	
              BORAL
      USA SR NTS

            	
              5.42

            	
              09-May-15

            	
              AXIOM

            	
                            978,540

            	
                                  1,000,000

            	
                            1,019,730

            
	
              30-Nov-09

            	
              74500PAC8

            	
              PUEBLO
      OF SANTA ANA 144A BDS

            	
              6.29

            	
              01-Apr-15

            	
              AXIOM

            	
                         3,360,000

            	
                                  3,360,000

            	
                            2,868,096

            
	
              30-Nov-09

            	
              71838#AA3

            	
              PHILLIES
      BALLPARK LP SR SEC NT

            	
              6.19

            	
              01-Nov-14

            	
              AXIOM

            	
                         3,013,121

            	
                                  3,013,121

            	
                            3,075,975

            
	
              30-Nov-09

            	
              507199AB3

            	
              LAGUNA
      DEV CORP ENTERPRISE TXBL REV BD

            	
              6.66

            	
              01-Jun-15

            	
              AXIOM

            	
                         5,000,000

            	
                                  5,000,000

            	
                            4,782,400

            
	
              30-Nov-09

            	
              705322AH8

            	
              PEDERNALES
      ELEC COOP INC 02 SER A 144A

            	
              4.093

            	
              15-Nov-12

            	
              IDSI

            	
                         1,239,338

            	
                                  1,259,779

            	
                            1,284,118

            
	
              30-Nov-09

            	
              24713#AC8

            	
              DELOITTE
      & TOUCHE LLP SER B GTD SR NTS

            	
              7.41

            	
              01-Oct-11

            	
              AXIOM

            	
                            917,540

            	
                                     912,048

            	
                               975,490

            
	
              30-Nov-09

            	
              88713UAE6

            	
              TIMBERSTAR
      TR I 2006-1 CL D CMBS

            	
              6.2082

            	
              15-Oct-36

            	
              IDSI

            	
                         2,000,000

            	
                                  2,000,000

            	
                            1,780,000

            
	
              30-Nov-09

            	
              G0682#AC8

            	
              AVIS
      FINANCE CO PLC SR NTS

            	
              5.66

            	
              09-Jun-11

            	
              AXIOM

            	
                         2,843,275

            	
                                  3,000,000

            	
                            2,956,530

            
	
              30-Nov-09

            	
              29164#AA5

            	
              EMPIRE
      DISTRICT GAS CO FIRST MTG BDS

            	
              6.82

            	
              01-Jun-36

            	
              AXIOM

            	
                         3,000,000

            	
                                  3,000,000

            	
                            3,173,070

            
	
              30-Nov-09

            	
              69352BAC8

            	
              PPL
      MONTANA LLC PASS THRU CTFS

            	
              8.903

            	
              02-Jul-20

            	
              AXIOM

            	
                            658,233

            	
                                     661,197

            	
                               729,822

            
	
              30-Nov-09

            	
              335867F@1

            	
              FIRST
      OMNI BANK NA NICHIMEN TR 98A-2 S

            	
              6.65

            	
              02-Jul-20

            	
              MANUL

            	
                            236,673

            	
                                     424,055

            	
                               424,055

            
	
              30-Nov-09

            	
              78443*AJ0

            	
              SLBP
      HLDGS CORP SER B SR NT

            	
              7.9

            	
              30-Jun-14

            	
              MANUL

            	
                         4,000,000

            	
                                  4,000,000

            	
                            4,060,000

            
	
              30-Nov-09

            	
              05775#AA6

            	
              BALDRIDGE
      RENTON (WALGREEN) 6.32% CTL

            	
              6.22

            	
              01-Sep-28

            	
              AXIOM

            	
                         3,509,284

            	
                                  3,509,284

            	
                            3,979,669

            
	
              30-Nov-09

            	
              798737AA0

            	
              SAN
      MANUEL ENTERTAINMENT SR SEC 2004-A

            	
              5.69

            	
              01-Dec-15

            	
              AXIOM

            	
                         4,000,000

            	
                                  4,000,000

            	
                            3,902,160

            
	
              30-Nov-09

            	
              43459#AA0

            	
              HOGAN
      REAL ESTATE (WALGREEN) 6.91% CTL

            	
              6.81

            	
              01-Sep-28

            	
              AXIOM

            	
                         3,016,153

            	
                                  3,016,153

            	
                            3,575,649

            
	
              30-Nov-09

            	
              Q9768*AC9

            	
              JOHN
      FAIRFAX PUBLICATIONS SER C GTD SR

            	
              6.48

            	
              10-Jul-17

            	
              AXIOM

            	
                         8,000,000

            	
                                  8,000,000

            	
                            6,488,240

            
	
              30-Nov-09

            	
              48268@AG9

            	
              KPMG
      LLP SER 2008 SR NT

            	
              6.25

            	
              15-Jul-15

            	
              AXIOM

            	
                         5,000,000

            	
                                  5,000,000

            	
                            5,287,850

            
	
              30-Nov-09

            	
              03040#AF9

            	
              AMERICAN
      WATER CAP CORP SER E SR NT

            	
              5.62

            	
              29-Mar-19

            	
              AXIOM

            	
                            800,000

            	
                                     800,000

            	
                               820,144

            
	
              30-Nov-09

            	
              96218PAN0

            	
              WEYERHAUESER
      REAL EST 144A MTNE

            	
              6.22

            	
              17-Sep-14

            	
              IDSI

            	
                       10,000,000

            	
                                10,000,000

            	
                            9,334,100

            
	
              30-Nov-09

            	
              80534#AA1

            	
              SAVITT
      INV LLC 6.66% (WALGREEN) CTL NT

            	
              6.56

            	
              01-Jul-28

            	
              AXIOM

            	
                            878,432

            	
                                     878,432

            	
                            1,021,879

            
	
              30-Nov-09

            	
              G7895#AC6

            	
              SCOTTISH
      & NEWCASTLE PLC SER C SR NT

            	
              5.57

            	
              05-Dec-14

            	
              AXIOM

            	
                         6,973,194

            	
                                  7,000,000

            	
                            7,838,810

            
	
              30-Nov-09

            	
              73931@AB5

            	
              POWERCOR
      AUSTRALIA LLC SER B SR NT

            	
              4.9

            	
              12-Nov-16

            	
              AXIOM

            	
                         5,000,000

            	
                                  5,000,000

            	
                            5,217,800

            
	
              30-Nov-09

            	
              24713@AE6

            	
              DELOITTE
      & TOUCHE USA LLP SER E GTD NT

            	
              7.33

            	
              20-Nov-26

            	
              AXIOM

            	
                         5,043,233

            	
                                  5,000,000

            	
                            5,334,950

            
	
              30-Nov-09

            	
              23379#AA9

            	
              DAHO
      LLC 6.44% CTL NT (WALGREEN)

            	
              6.34

            	
              01-Nov-27

            	
              AXIOM

            	
                         2,195,333

            	
                                  2,195,333

            	
                            2,511,022

            
	
              30-Nov-09

            	
              59447#AB9

            	
              MICHIGAN
      ELEC TRANS CO SR SEC NTS

            	
              5.75

            	
              10-Dec-15

            	
              AXIOM

            	
                         2,000,000

            	
                                  2,000,000

            	
                            2,191,580

            
	
              30-Nov-09

            	
              877904AA0

            	
              TEAM
      CLASSIC GOLF SVCS INC SR NTS

            	
              7.15

            	
              01-Dec-10

            	
              AXIOM

            	
                            706,459

            	
                                     703,368

            	
                               668,432

            
	
              30-Nov-09

            	
              G7895#AA0

            	
              SCOTTISH
      & NEWCASTLE PLC SER A SR NTS

            	
              4.83

            	
              05-Dec-09

            	
              AXIOM

            	
                         1,000,000

            	
                                  1,000,000

            	
                            1,000,500

            
	
              30-Nov-09

            	
              74732@AE8

            	
              QUAD/GRAPHICS
      TR E 2006-1 SR SEC NTS

            	
              6.29

            	
              14-Apr-31

            	
              AXIOM

            	
                         1,500,000

            	
                                  1,500,000

            	
                            1,103,955

            
	
              30-Nov-09

            	
              41242*AA0

            	
              HARDWOOD
      FDG SER A SR SEC NTS

            	
              4.3

            	
              07-Jun-10

            	
              AXIOM

            	
                         3,969,393

            	
                                  4,000,000

            	
                            4,021,600

            
	
              30-Nov-09

            	
              08863@AA5

            	
              BGC
      PARTNERS SR NT

            	
              5.19

            	
              01-Apr-10

            	
              AXIOM

            	
                            896,366

            	
                                     900,000

            	
                               899,550

            
	
              30-Nov-09

            	
              K7802#AH2

            	
              ROYAL
      GREENLAND A/S SER A SR NT

            	
              5.69

            	
              01-Oct-13

            	
              AXIOM

            	
                         3,000,000

            	
                                  3,000,000

            	
                            3,012,090

            
	
              30-Nov-09

            	
              008548AE9

            	
              AGUA
      CALIENTE BAND CAHUILLA SER A SR S

            	
              6.08

            	
              01-Oct-16

            	
              AXIOM

            	
                         8,718,000

            	
                                  8,718,000

            	
                            7,633,917

            
	
              30-Nov-09

            	
              71839#AA2

            	
              PHILLIES
      FDG LP SR SEC REV BKD NTS

            	
              6.21

            	
              10-Jun-30

            	
              AXIOM

            	
                       11,020,305

            	
                                11,020,305

            	
                           10,011,396

            
	
              30-Nov-09

            	
              05577*AA0

            	
              BPUS
      NEWFINANCE LLC SER 1 SR SEC NT

            	
              5.68

            	
              19-Dec-12

            	
              AXIOM

            	
                         2,000,000

            	
                                  2,000,000

            	
                            2,112,620

            
	
              30-Nov-09

            	
              39812*AA4

            	
              GREYSTONE
      GRP ZANESVILLE-WALGREEN 6.07

            	
              5.97

            	
              10-Apr-28

            	
              AXIOM

            	
                         2,864,555

            	
                                  2,864,555

            	
                            3,187,992

            
	
              30-Nov-09

            	
              03040#AD4

            	
              AMERICAN
      WATER CAP CORP SER C SR NT

            	
              5.62

            	
              21-Dec-18

            	
              AXIOM

            	
                         5,800,000

            	
                                  5,800,000

            	
                            5,965,822

            
	
              30-Nov-09

            	
              29266RK*8

            	
              ENERGIZER
      HOLDINGS INC SER 2007-B SR N

            	
              6.01

            	
              15-Oct-12

            	
              AXIOM

            	
                         6,000,000

            	
                                  6,000,000

            	
                            6,582,960

            
	
              30-Nov-09

            	
              031100C@7

            	
              AMETEK
      INC SER E SR NT

            	
              7.08

            	
              17-Sep-18

            	
              AXIOM

            	
                         5,000,000

            	
                                  5,000,000

            	
                            5,672,100

            
	
              30-Nov-09

            	
              335867F#9

            	
              FIRST
      OMNI BANK NA AMSOUTH TR 99 A-1 S

            	
              6.65

            	
              02-Jan-21

            	
              MANUL

            	
                            374,374

            	
                                     658,356

            	
                               658,356

            
	
              30-Nov-09

            	
              91373*AT5

            	
              UNITED
      TELEPHONE OF THE CAROLINAS SE T

            	
              8.77

            	
              01-Aug-17

            	
              AXIOM

            	
                            434,564

            	
                                     388,000

            	
                               468,134

            
	
              30-Nov-09

            	
              60527TA*5

            	
              MISSISSIPPI
      BUS FIN CO SER 99A SR SEC

            	
              7.13

            	
              20-Oct-21

            	
              AXIOM

            	
                         1,000,000

            	
                                  1,000,000

            	
                            1,213,890

            
	
              30-Nov-09

            	
              11283#AB7

            	
              BROOKFIELD
      POWER NY FIN SER 2 SR SEC

            	
              5.91

            	
              16-Dec-25

            	
              AXIOM

            	
                         5,000,000

            	
                                  5,000,000

            	
                            4,698,800

            
	
              30-Nov-09

            	
              24713#AD6

            	
              DELOITTE
      & TOUCHE SER C SR GTD NTS

            	
              7.6

            	
              01-Oct-11

            	
              AXIOM

            	
                         3,013,057

            	
                                  3,000,000

            	
                            3,251,760

            
	
              30-Nov-09

            	
              48003#AH5

            	
              JONES
      EDWARD D & CO LP SB CAP NT

            	
              7.33

            	
              12-Jun-14

            	
              AXIOM

            	
                         2,000,000

            	
                                  2,000,000

            	
                            2,081,760

            
	
              30-Nov-09

            	
              335867E*4

            	
              FIRST
      OMNI BANK NA ICX TR 98A-1 SER C

            	
              6.65

            	
              02-Jul-20

            	
              MANUL

            	
                            499,698

            	
                                     861,520

            	
                               861,520

            
	
              30-Nov-09

            	
              25246@AA7

            	
              DHC
      LNL GWINNETT MED DEFEASANCE LLC NT

            	
              5.58

            	
              05-Aug-13

            	
              AXIOM

            	
                            172,458

            	
                                     172,458

            	
                               197,173

            
	
              30-Nov-09

            	
              74732@AB4

            	
              QUAD/GRAPHICS
      TR B 2006-1 SR SEC NTS

            	
              6.29

            	
              30-Jan-31

            	
              AXIOM

            	
                         1,500,000

            	
                                  1,500,000

            	
                            1,107,030

            
	
              30-Nov-09

            	
              Q5516@AA4

            	
              LEIGHTON
      FIN LTD SER A GTD SR NT

            	
              6.91

            	
              15-Oct-13

            	
              AXIOM

            	
                         3,000,000

            	
                                  3,000,000

            	
                            3,275,820

            
	
              30-Nov-09

            	
              14155#AA8

            	
              CARDINALS
      BALLPARK LLC SR SEC NTS

            	
              5.72

            	
              30-Sep-27

            	
              AXIOM

            	
                         3,546,647

            	
                                  3,546,647

            	
                            3,044,371

            
	
              30-Nov-09

            	
              784010AA8

            	
              SCL
      TERMINAL AEREO SANTIAGO SR SECD

            	
              6.95

            	
              01-Jul-12

            	
              IDSI

            	
                         2,706,768

            	
                                  2,706,667

            	
                            2,652,236

            
	
              30-Nov-09

            	
              57169*AJ6

            	
              MARS
      INC SER B SR NT

            	
              6.47

            	
              06-Oct-18

            	
              AXIOM

            	
                         2,000,000

            	
                                  2,000,000

            	
                            2,360,060

            
	
              30-Nov-09

            	
              252398AB8

            	
              DFS
      FDG CORP 2005B SR SEC NTS

            	
              6.369

            	
              15-Jun-12

            	
              AXIOM

            	
                            687,500

            	
                                     687,500

            	
                               703,203

            
	
              30-Nov-09

            	
              126624AC9

            	
              CVRD
      FIN LTD 144A NTS

            	
              8.926

            	
              15-Oct-10

            	
              IDSI

            	
                            183,304

            	
                                     183,304

            	
                               186,931

            
	
              30-Nov-09

            	
              124900A@0

            	
              CCL
      INDUSTRIES INC SR GTD NTS

            	
              6.97

            	
              16-Sep-12

            	
              AXIOM

            	
                         1,469,186

            	
                                  1,363,636

            	
                            1,458,409

            
	
              30-Nov-09

            	
              335867E@2

            	
              FIRST
      OMNI BANK NA ICX TR 98A-1 SER CH

            	
              6.65

            	
              02-Jan-20

            	
              MANUL

            	
                            393,161

            	
                                     690,800

            	
                               690,800

            
	
              30-Nov-09

            	
              422317A*8

            	
              HEARST-ARGYLE
      TELEVISION INC SR NTS

            	
              7.18

            	
              15-Dec-10

            	
              AXIOM

            	
                         5,989,731

            	
                                  6,000,000

            	
                            5,993,880

            
	
              30-Nov-09

            	
              31435*AA8

            	
              FELLOWES
      INC SR NT

            	
              4.76

            	
              07-Aug-15

            	
              AXIOM

            	
                            100,000

            	
                                     100,000

            	
                               104,269

            
	
              30-Nov-09

            	
              23307*AC6

            	
              DC
      ARENA LP GTD SR SEC NT

            	
              6.56

            	
              30-Nov-23

            	
              AXIOM

            	
                         7,000,000

            	
                                  7,000,000

            	
                            7,024,920

            
	
              30-Nov-09

            	
              43014*AA2

            	
              HIGHLAND
      HOUSE APTS LLC 6.62% CTL (WAL

            	
              6.52

            	
              01-Dec-27

            	
              AXIOM

            	
                            864,784

            	
                                     864,784

            	
                            1,002,293

            
	
              30-Nov-09

            	
              29266RH#8

            	
              ENERGIZER
      HOLDINGS INC SER 2006-B SR N

            	
              6.05

            	
              30-Jun-11

            	
              AXIOM

            	
                         1,000,000

            	
                                  1,000,000

            	
                            1,064,750

            
	
              30-Nov-09

            	
              25654#AB8

            	
              DODGER
      TICKETS LLC 2007-A SR SEC NT

            	
              6.07

            	
              31-Mar-32

            	
              AXIOM

            	
                       20,000,000

            	
                                20,000,000

            	
                           18,196,800

            
	
              30-Nov-09

            	
              718282AA4

            	
              PHILIPPINE
      PWR TRUST I (OPIC INS) CTFS

            	
              5.4

            	
              26-Sep-18

            	
              IDSI

            	
                         1,714,286

            	
                                  1,714,286

            	
                            1,776,086

            
	
              30-Nov-09

            	
              24713@AC0

            	
              DELOITTE
      & TOUCHE USA LLP SER C GTD NT

            	
              6.59

            	
              20-Nov-16

            	
              AXIOM

            	
                            203,564

            	
                                     200,000

            	
                               215,856

            
	
              30-Nov-09

            	
              716747AA8

            	
              PETROPOWER
      I FDG TRUST 144A US TR CTF

            	
              7.36

            	
              15-Feb-14

            	
              IDSI

            	
                            872,731

            	
                                     872,731

            	
                               875,917

            
	
              30-Nov-09

            	
              871655C*5

            	
              SYPRIS
      SOLUTIONS INC SER A SR SEC NT

            	
              12

            	
              15-Jan-12

            	
              AXIOM

            	
                            360,485

            	
                                     362,862

            	
                               343,162

            
	
              30-Nov-09

            	
              26439#AC6

            	
              DUKE
      ENERGY CORP NTS

            	
              6.9

            	
              30-Dec-16

            	
              AXIOM

            	
                            533,333

            	
                                     533,333

            	
                               595,888

            


    

    


     

    


    
      
        
          
            An [*]
represents confidential information that has been omitted and filed separately
with the Securities and Exchange Commission.