Exhibit 23(m)(1)(b)
DISTRIBUTION AGREEMENT
This Distribution Agreement is made as of January 1, 2004 by and between
the Lincoln Variable Insurance Products Trust (the "Trust"), a Delaware
statutory trust, on behalf of its series listed in Schedule A (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 the
printing of prospectuses and reports used for sales purposes or paying services
fees as defined under NASD rules.
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 month. 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 the services listed in Section 1a. 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 THE LINCOLN NATIONAL LIFE
PRODUCTS TRUST, INSURANCE COMPANY
ON BEHALF OF THE FUNDS LISTED IN
SCHEDULE A
By: /s/ Rise X.X. Xxxxxx By: /s/ Xxxxx X. Xxxxxx
--------------------------------- ---------------------------------
Name: Rise X.X. Xxxxxx Name: Xxxxx X. Xxxxxx
Title: Vice President Title: Senior Vice President
SCHEDULE A
Aggressive Growth Fund
Bond Fund
Capital Appreciation Fund
Global Asset Allocation Fund
International Fund
Money Market Fund
Social Awareness Fund
