Exhibit 23M2
DISTRIBUTION AGREEMENT
This Distribution Agreement is made as of January 1, 2006 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 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.
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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 PRODUCTS THE LINCOLN NATIONAL LIFE
TRUST INSURANCE COMPANY
By: /s/ Xxxxx X. Xxxxxxxxx By: /s/ Rise X.X. Xxxxxx
-------------------------------- -------------------------------
Name: Xxxxx X. Xxxxxxxxx Name: Rise X.X. Xxxxxx
Title: President Title: Vice President
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Schedule A
Fund
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Aggressive Growth Fund
Bond Fund
Capital Appreciation Fund
Core Fund
Equity-Income Fund
Global Asset Allocation Fund
Growth Fund
Growth and Income Fund
Growth Opportunities Fund
International Fund
Managed Fund
Money Market Fund
Social Awareness Fund
Special Opportunities Fund
Lincoln Profile Funds:
Aggressive Profile Fund
Conservative Profile Fund
Moderate Profile Fund
Moderately Aggressive Profile Fund
All Funds - Lincoln Life Page 3 of 3
