Exhibit 23(m)(1)(c)
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 Lincoln Life & Annuity Company of New York ("Lincoln New York"), a New
York 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 New York desires to provide certain services to the Funds
in connection with the variable life insurance policies or variable annuity
contracts issued by Lincoln New York that include the Service Class of the Fund.
AGREEMENT
1. SERVICES OF LINCOLN NEW YORK
a. Lincoln New York 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 New York 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 New York 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 New York shall provide the Trust or its
representative copies of all such records.
3. FEES
The Trust will pay a 12b-1 fee to Lincoln New York 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 New
York. 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 New York along with the payment.
4. DISTRIBUTION SERVICES ONLY
The Trust and Lincoln New York 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 New York agree that this
Agreement does not preclude the Trust from contracting separately with Lincoln
New York 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 New York, 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 LINCOLN LIFE & ANNUITY COMPANY OF
PRODUCTS TRUST, NEW YORK
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: Second Vice President
SCHEDULE A
Aggressive Growth Fund
Bond Fund
Capital Appreciation Fund
Global Asset Allocation Fund
International Fund
Money Market Fund
Social Awareness Fund
