DISTRIBUTION AGREEMENT
This Distribution Agreement is made as of _____________ 2003, by and
between the Lincoln Variable Insurance Products Trust (the "Trust"), a Delaware
business trust, on behalf of its series (the "Funds"), and The Lincoln National
Life Insurance Company ("Lincoln Life"), an Indiana corporation.
RECITALS
WHEREAS, each Fund currently offers Standard Class shares and Service Class
shares;
WHEREAS, the Service Class of 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 to the Funds and to compensate such organizations out of each
Fund's average daily net assets attributable to the Service Class; and
WHEREAS, Lincoln Life desires to provide certain services to the Funds in
connection with the variable life insurance policies or variable annuity
contracts issued by Lincoln Life that include the Service Class of the Fund.
AGREEMENT
1. SERVICES OF LINCOLN LIFE
a. Lincoln Life shall, as agreed upon by the parties from time to time,
provide certain distribution services or incur certain expenses relating to the
Service Class of the Funds. These services or expenses may include, without
limitation, printing of prospectuses and reports used for sales purposes;
preparing and distributing sales literature and related expenses; educating
contract owners or dealers and their representatives; paying services fees as
defined under NASD rules; furnishing personal services or such other enhanced
services as the Trust or a variable life insurance policy or variable annuity
contract issued by Lincoln Life shall require; and other distribution-related
expenses.
x. Xxxxxxx Life 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
Lincoln Life 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, Lincoln Life shall provide the Trust or its
representative copies of all such records.
3. FEES
The Trust will pay a 12b-1 fee to Lincoln Life equal to 0.25% (on an
annualized basis) of the net assets of the Service Class shares attributable to
variable life policies or variable annuity contracts offered by Lincoln Life.
Such fee shall be paid monthly (on a calendar year basis) in arrears within ten
(10) days of the end of the quarter. Documentation to support the calculation of
this fee will be provided to Lincoln Life along with the payment.
4. DISTRIBUTION SERVICES ONLY
The Trust and Lincoln Life agree that the Trust's payments pursuant to this
Agreement are for distribution services only and do not constitute payment in
any manner for investment advisory services or for administrative services. The
Trust and Lincoln Life agree that this Agreement does not preclude the Trust
from contracting separately with Lincoln Life to provide administrative 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 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 with respect to any Fund
by the Trust or by Lincoln Life, without penalty, upon 60 days' prior written
notice to the other party.
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 of such Fund on 60
days' written notice.
LINCOLN VARIABLE INSURANCE PRODUCTS TRUST, THE LINCOLN NATIONAL LIFE INSURANCE
ON BEHALF OF THE FUNDS COMPANY
By:__________________________ By:__________________________
Title:_________________________ Title:_________________________
