EXHIBIT 28(M)(2)
DISTRIBUTION SERVICES AGREEMENT
This Distribution Services Agreement ("Agreement") is made as of November
1, 2011 by and between Lincoln Advisors Trust (the "Trust"), a Delaware
Statutory Trust, on behalf of its series listed in Schedule A (each a "Fund" and
collectively, the "Funds"), and Lincoln Financial Distributors, Inc., a
Connecticut corporation (the "Distributor").
RECITALS
WHEREAS, each Fund may have one or more classes of shares, including Class
A shares and Class C shares (each a "Service Class");
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 such classes of shares;
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 certain services to the Funds,
and procure certain services for the Funds, in connection with the sale of
Service Class shares of the Funds.
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
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 shareholders or broker-dealers and their
representatives; other distribution-related expenses; services fees as defined
under FINRA rules; and payments for furnishing personal services or such other
enhanced services as the Trust 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
LFD & Lincoln Advisors Trust
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 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
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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.
LINCOLN ADVISORS TRUST LINCOLN FINANCIAL DISTRIBUTORS, INC.
By: By: /s/ Xxxxxx X'Xxxxx
------------------------------ ---------------------------
Name: Name: Xxxxxx X'Xxxxx
Title: Vice President and Title: Senior Vice President
Chief Accounting Officer
LFD & Lincoln Advisors Trust
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SCHEDULE A
(Schedule Effective November 1, 2011)
CLASS A SHARES
FUND 12B-1 FEE (PER ANNUM)
---------------------------------------- -------------------------------------
Presidential Protected Profile 2010 Fund 0.25%
Presidential Protected Profile 2020 Fund 0.25%
Presidential Protected Profile 2030 Fund 0.25%
Presidential Protected Profile 2040 Fund 0.25%
Presidential Protected Profile 2050 Fund 0.25%
CLASS C SHARES
FUND 12B-1 FEE (PER ANNUM)
---------------------------------------- -------------------------------------
Presidential Protected Profile 2010 Fund 0.50%
Presidential Protected Profile 2020 Fund 0.50%
Presidential Protected Profile 2030 Fund 0.50%
Presidential Protected Profile 2040 Fund 0.50%
Presidential Protected Profile 2050 Fund 0.50%
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