Exhibit 23(m)(2)
DISTRIBUTION SERVICES AGREEMENT
This Distribution Services Agreement ("Agreement") is made as of __________
by and between Lincoln Variable Insurance Products Trust (the "Trust"), a
Delaware Statutory Trust, on behalf of its series listed in Schedule A (the
"Funds"), and Lincoln Financial Distributors, a Connecticut corporation (the
"Distributor").
Recitals
WHEREAS, each Fund currently offers Standard Class shares and Service Class
shares;
WHEREAS, each Fund has adopted a Service Class Distribution and Service Plan
(the "12b-1 Plan") which, among other things, authorizes the Trust to enter
into agreements with organizations who provide certain services with respect to
the Service Class shares of the Funds and to compensate such organizations out
of each Fund's average daily net assets attributable to the Service Class;
WHEREAS, the Trust and the Distributor have entered into a principal
underwriting agreement ("Underwriting Agreement") pursuant to which the Trust
has employed the Distributor in such capacity to promote the growth of the
Trust and the Funds and facilitate the distribution of the Funds during the
continuous offering of shares of the Funds; and
WHEREAS, the Distributor desires to provide or procure certain services to
the Funds in connection with the variable life insurance policies or variable
annuity contracts (collectively, the "Contracts") issued by various life
insurance companies that offer the Service Class shares of the Fund as
underlying investment options of the Contracts.
Agreement
1. Services of Distributor
a. Distributor shall, as agreed upon by the parties from time to time,
provide or procure 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 may
include, among other things: the printing of Fund prospectuses and reports
used for sales purposes; preparing and distributing sales literature and
related expenses; advertisements; education of Contract owners or
broker-dealers and their representatives; other distribution-related
expenses; services fees as defined under NASD rules; and payments for
furnishing personal services or such other enhanced services as the Trust or
Contracts may require or maintaining customer accounts and records.
b. The Distributor may, at its own expense, subcontract with any entity
or person concerning the provision of the services contemplated hereunder.
LFD & Trust
c. Distributor will furnish to the Trust or its designee such information
as the Trust 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. Maintenance of Records
Distributor shall maintain and preserve all records as required by law to be
maintained and preserved in connection with this Agreement. Upon the reasonable
request of the Trust, Distributor shall provide the Trust or its representative
copies of all such records.
3. Fees
In respect of the Service Class shares of the Funds that have been sold
through Distributor's efforts pursuant to its appointment under the
Underwriting Agreement, the following provisions shall apply:
a. In consideration of Distributor's services as distributor of each
Fund's Service Class shares pursuant to the Underwriting Agreement and the
12b-1 Plan in respect of such shares, the Trust agrees, to the extent
legally permissible, to: (1) pay to Distributor monthly in arrears a fee
(the "Fee") which shall accrue daily in an amount equal to the product of
(A) the daily equivalent of the amount set forth in Schedule A multiplied by
(B) the net asset value of the Service Class shares outstanding on such day.
b. Each of the provisions set forth in the 12b-1 Plan as in effect on the
date hereof and as from time to time amended, together with the related
definitions, are hereby incorporated herein by reference with the same force
and effect as if set forth herein in their entirety.
c. Distributor may pay sub-agents, brokers, dealers or other financial
institutions with respect to all or a portion of the Fee, and such
additional amounts out of Distributor's own assets as it may deem advisable,
to obtain various distribution-related and/or other services for the Funds
in its discretion as it shall deem advisable, consistent with applicable
federal and state securities laws and regulations.
4. Nature of Services
The Trust and Distributor agree that the Trust'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 Trust and Distributor agree that this Agreement
does not preclude the Trust from contracting separately with Distributor to
provide other services to the Trust.
5. 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
2 LFD & Trust
Board of Trustees who are not "interested persons" (as such term is defined
in the Investment Company Act of 1940 (the "1940 Act")) and 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,
cast in person at a meeting called for the purpose of voting on such
approval.
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 at any time with
respect to any Fund by the Trust or by Distributor, without penalty.
c. This Agreement may also be terminated with respect to any Fund at any
time without penalty by the vote of a majority of the members of the Board
of Trustees who are not "interested persons" (as such term is defined in the
0000 Xxx) and who have no direct or indirect financial interest in the 12b-1
Plan relating to such Fund or any agreement relating to such Plan, including
this Agreement, or by a vote of a majority of the Service Class shares of
such Fund on 60 days' written notice.
IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to
be executed in its name and behalf by its duly authorized officer on the date
specified below.
LINCOLN VARIABLE INSURANCE PRODUCTS LINCOLN FINANCIAL DISTRIBUTORS, INC.
TRUST
By: By:
---------------------------------- ---------------------------------
Name: Name:
Title: Title:
3 LFD & Trust
Schedule A
Fund 12b-1 Fee (Per Annum)
---- ---------------------
1 LFD & Trust
