Exhibit 23(m)(3)
DISTRIBUTION SERVICES AGREEMENT
This Distribution Services Agreement ("Agreement") is made as of ______ by
and between ______ (the "Distributor"), and ______ (the "Broker-Dealer"), an
Oklahoma corporation.
Recitals
WHEREAS, the Distributor has been appointed and currently serves as the
principal underwriter of Lincoln Variable Insurance Products Trust (the
"Trust"), a Delaware statutory trust, and each of its series listed in Schedule
A (the "Funds"), pursuant to an underwriting agreement by and between
Distributor and the Trust;
WHEREAS, each Fund currently offers Standard Class shares and Service Class
shares and has adopted a Service Class Distribution and Service Plan (the
"12b-1 Plan") applicable to its Service Class shares; and
WHEREAS, the Broker-Dealer serves as the principal underwriter of certain
variable annuity and/or variable life insurance contracts issued by an
affiliated insurance company (the "Contracts"), and Broker-Dealer desires to
provide certain services in connection with the Contracts that offer Service
Class shares of the Funds as underlying investment options of the Contracts.
Agreement
1. Services of the Broker-Dealer
a. The Broker-Dealer shall, as agreed upon by the parties from time to
time, provide certain services or incur certain expenses relating to the
Service Class shares of the Funds for activities primarily intended to sell
Contracts offering Service Class shares. These services or expenses are the
printing and mailing of Fund prospectuses and reports used for sales
purposes and the payment of service fees as defined under NASD rules.
b. The Broker-Dealer may, at its expense, subcontract with any entity or
person concerning the provision of the services contemplated hereunder;
provided, however, that the Broker-Dealer shall not be relieved of any of
its obligations under this Agreement by the appointment of such
subcontractor and provided further, that the Broker-Dealer shall be
responsible, to the extent provided in Section 5 hereof, for all acts of
such subcontractor as if such acts were its own.
c. The Broker-Dealer will furnish to the Trust or its designee such
information as the Trust or its designee may reasonably request, and will
otherwise cooperate with the Trust in preparation of reports to the Trust's
Board of Trustees concerning this Agreement, as well as any other reports or
filings that may be required by law.
2. Fees
In consideration of the services provided by Broker-Dealer with respect to
each Fund's Service Class shares pursuant to the 12b-1 Plan, the Distributor
agrees, to the extent legally permissible, to: (1) pay to the Broker-Dealer
quarterly in arrears a fee (the "Fee") which shall accrue daily in an amount
equal to the product of (A) the daily equivalent of 0.25% per annum multiplied
by (B) the net asset value of the Service Class shares outstanding on such day.
Such Fee shall be paid quarterly (on a calendar year basis) in arrears within
thirty (30) days of the end of the quarter; provided, however, that
Broker-Dealer shall waive payment of the Fee until the Distributor is in
receipt of the Fee. Documentation to support the calculation of this Fee will
be provided to the Broker-Dealer along with the payment. The rate of the Fee
with respect to any Fund may be prospectively increased or decreased by the
Trust, in its sole discretion, at any time upon notice to the Broker-Dealer.
3. Nature of Services
The Distributor and the Broker-Dealer agree that the Distributor's payments
pursuant to this Agreement are only for the services listed in Section 1(a)
herein and do not constitute payment in any manner for investment advisory
services or for administrative services. The Distributor and the Broker-Dealer
agree that this Agreement does not preclude the Trust or Distributor from
contracting separately with the Broker-Dealer to provide other services to the
Trust or Distributor.
4. Representations and Warranties
a. The Broker-Dealer agrees to comply with requirements of all applicable
laws, including federal and state securities laws, the rules and regulations
of the SEC in connection with its performance under this Agreement.
b. The Broker-Dealer agrees not to act as dealer for its own account; the
Broker-Dealer shall act solely for, upon the specific or pre-authorized
instructions of, and for the account of, Contract owners. For all purposes
of this Agreement, the Broker-Dealer will be deemed to be an independent
contractor, and will have no authority to act as agent for the Trust or any
dealer of the shares of the Funds in any matter or in any respect.
Broker-Dealer shall not make any representations concerning the Trust or a
Fund's shares except those representations contained in the Fund's
then-current prospectus and statement of additional information and in such
printed information as the Trust may subsequently prepare, unless otherwise
agreed to by the parties to this Agreement or pursuant to the Participation
Agreement.
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5. Exculpation and Indemnification
a. The Broker-Dealer agrees that under no circumstances shall the Trust
or the Distributor be liable to the Broker-Dealer or any other person under
this Agreement as a result of any action by the SEC affecting the operation
or continuation of the 12b-1 Plan.
b. The Distributor shall not be liable to the Broker-Dealer, and the
Broker-Dealer shall not be liable to the Distributor, for acts or failures
committed pursuant to its performance of the Agreement except for acts or
failures which constitute lack of good faith or gross negligence and for
obligations expressly assumed by either party hereunder. Nothing contained
in this Agreement is intended to operate as a waiver by the Distributor or
by the Broker-Dealer of compliance with any applicable law, rule, or
regulation.
c. The Broker-Dealer will indemnify the Trust and Distributor and hold
each harmless from any claims or assertions relating to the lawfulness of
the Broker-Dealer's participation in this Agreement and the transactions
contemplated hereby or relating to any activities of any persons or entities
affiliated with the Broker-Dealer performed in connection with the discharge
of its responsibilities under this Agreement. If any such claims are
asserted, the Trust and the Distributor shall each have the right to manage
its own defense, including the selection and engagement of legal counsel of
its choosing, and all costs of such defense shall be borne by the
Broker-Dealer.
6. Termination
a. Unless sooner terminated with respect to any Fund, this Agreement will
continue with respect to a Fund only if the continuance of a form of this
Agreement is specifically approved at least annually by the vote of a
majority of the members of the Trust's Board of Trustees who are not
"interested persons" (as such term is defined in the Investment
Broker-Dealer Act of 1940 (the "1940 Act")) who have no direct or indirect
financial interest in the 12b-1 Plan relating to such Fund or any agreement
relating to such 12b-1 Plan, including this Agreement, (the "Independent
Trustees") cast in person at a meeting called for the purpose of voting on
such approval. This Agreement may be terminated with respect to any Fund at
any time without penalty by the vote of a majority of the Independent
Trustees, or by a vote of a majority of the Service Class shares of such
Fund on 60 days' written notice.
b. This Agreement will automatically terminate with respect to a Fund in
the event of its assignment (as such term is defined in the 0000 Xxx) with
respect to such Fund. This Agreement may be terminated with respect to any
Fund by the Trust, the Distributor or the Broker-Dealer, without penalty,
upon 60 days' prior written notice to the other party.
7. Miscellaneous
a. This Agreement may only be amended by an instrument in writing signed
by the parties to the Agreement; provided the Trust may amend the amounts of
the Fee in accordance with Section 2 of this Agreement. All notices and
other communications to either party will be duly given if in writing to the
other party.
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b. The Distributor may enter into other similar agreements for the
provision of the services contemplated hereunder with any other person or
persons without the Broker-Dealer's consent.
c. The invalidity or unenforceability of any term or provision hereof
shall not affect the validity or enforceability of any other term or
provision hereof. This Agreement shall be governed by and construed in
accordance with the laws (other than the conflict of laws rules) of the
State of Connecticut and shall bind and inure to the benefit of the parties
hereto and their respective successors and assigns.
IN WITNESS WHEREOF, the parties hereto have caused this instrument to be
executed by their officers designated below.
By: By:
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Name: Name:
Title: Title:
Address for Notices: Address for Notices:
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Schedule A
Funds
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