EXHIBIT 28(M)(2)
DISTRIBUTION SERVICES AGREEMENT
This Distribution Services Agreement ("Agreement") is made as of May 1, 2008
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.
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
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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 LINCOLN FINANCIAL DISTRIBUTORS,
PRODUCTS TRUST INC.
By: /s/ Xxxxxxx X. Xxxxx, Xx. By: /s/ Xxxxxx Xxxxxx
----------------------------------- --------------------------
Name: Xxxxxxx X. Xxxxx, Xx. Name: Xxxxxx Xxxxxx
Title: Chief Accounting Officer and Second Title: Vice President
Vice President
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SCHEDULE A
(Schedule Effective April 29, 2011)
SERVICE CLASS I SHARES
FUND 12B-1 FEE (PER
---- ANNUM)
--------------
LVIP Baron Growth Opportunities Fund 0.25%
LVIP Capital Growth Fund 0.25%
LVIP Xxxxx & Steers Global Real Estate Fund 0.25%
LVIP Columbia Value Opportunities Fund 0.25%
LVIP Delaware Bond Fund 0.35%
LVIP Delaware Growth and Income Fund 0.35%
LVIP Delaware Social Awareness Fund 0.35%
LVIP Delaware Special Opportunities Fund 0.35%
LVIP Janus Capital Appreciation Fund 0.25%
LVIP MFS International Growth Fund 0.25%
LVIP MFS Value Fund 0.25%
LVIP Mid-Cap Value Fund 0.25%
LVIP Mondrian International Fund 0.25%
LVIP Money Market Fund 0.25%
LVIP SSgA Bond Index Fund 0.25%
LVIP SSgA Developed International 150 Fund 0.25%
LVIP SSgA Emerging Markets 100 Fund* 0.25%
LVIP SSgA International Index Fund 0.25%
LVIP SSgA Large Cap 100 Fund 0.25%
LVIP SSgA S&P 500 Index Fund 0.25%
LVIP SSgA Small-Mid Cap 200 Fund 0.25%
LVIP SSgA Small-Cap Index Fund 0.25%
LVIP X. Xxxx Price Growth Stock Fund 0.25%
LVIP X. Xxxx Price Structured Mid-Cap Growth Fund 0.25%
LVIP Xxxxxxxxx Growth Fund 0.25%
LVIP Xxxxxx Mid-Cap Growth Fund 0.25%
LVIP Xxxxx Fargo Intrinsic Value Fund 0.25%
LVIP Wilshire Conservative Profile Fund 0.25%
LVIP Wilshire Moderate Profile Fund 0.25%
LVIP Wilshire Moderately Aggressive Profile Fund 0.25%
LVIP Wilshire 2010 Profile Fund 0.25%
LVIP Wilshire 2020 Profile Fund 0.25%
LVIP Wilshire 2030 Profile Fund 0.25%
LVIP Wilshire 2040 Profile Fund 0.25%
LVIP Wilshire 2050 Profile Fund 0.25%
LVIP Delaware Foundation(R) Aggressive Allocation Fund 0.25%
LVIP Delaware Foundation(R) Conservative Allocation Fund 0.25%
LVIP Delaware Foundation(R) Moderate Allocation Fund 0.25%
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FUND 12B-1 FEE (PER
---- ANNUM)
--------------
LVIP Global Income Fund 0.25%
LVIP BlackRock Inflation Protected Bond Fund 0.25%
LVIP Delaware Diversified Floating Rate Fund 0.25%
LVIP X.X. Xxxxxx High Yield Fund 0.25%
LVIP American Balanced Allocation Fund 0.35%
LVIP American Growth Allocation Fund 0.35%
LVIP American Income Allocation Fund 0.35%
LVIP SSgA Conservative Index Allocation Fund 0.25%
LVIP SSgA Moderate Index Allocation Fund 0.25%
LVIP SSgA Moderately Aggressive Index Allocation Fund 0.25%
LVIP SSgA Conservative Structured Allocation Fund 0.25%
LVIP SSgA Moderate Structured Allocation Fund 0.25%
LVIP SSgA Moderately Aggressive Structured Allocation Fund 0.25%
LVIP SSgA Global Tactical Allocation Fund 0.25%
LVIP Dimensional U.S. Equity Fund 0.25%
LVIP Dimensional Non-U.S.. Equity Fund 0.25%
LVIP Vanguard Domestic Equity ETF Fund 0.25%
LVIP Vanguard International Equity ETF Fund 0.25%
LVIP Total Bond Fund 0.25%
SERVICE CLASS II SHARES
FUND 12B-1 FEE (PER
---- ANNUM)
--------------
LVIP American Global Growth Fund 0.55%
LVIP American Global Small Capitalization Fund 0.55%
LVIP American Growth Fund 0.55%
LVIP American Growth-Income Fund 0.55%
LVIP American International Fund 0.55%
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