Exhibit (8)(c)(xii)
XXXXX FARGO ADVANTAGE FUNDS
RULE 22c-2 SHAREHOLDER INFORMATION AGREEMENT
This Agreement is made as of October 16, 2006, or such other compliance
date mandated by Rule 22c-2 of the Investment Company Act of 1940 ("Rule
22c-2"), by and between Xxxxx Fargo Funds Distributor, LLC ("WFFD"), Xxxxx Fargo
Funds Management, LLC, ("WFFM") (collectively "Xxxxx Fargo") and The Lincoln
Life Insurance Company and Lincoln Life & Annuity Company of New York
("Intermediary").
WHEREAS, WFFM is the investment adviser and administrator for the Xxxxx
Fargo Advantage Funds ("Funds") and in such capacity procures or provides for
the procurement of certain services, including among others, transfer agency and
recordkeeping services;
WHEREAS, WFFD is the principal underwriter for the Funds;
WHEREAS, Intermediary facilitates trading for shareholders investing in one
or more of the Funds; and
WHEREAS, Rule 22c-2 requires Xxxxx Fargo or the Funds to enter into a
Shareholder Information Agreement with each financial intermediary, as defined
by Rule 22c-2.
NOW THEREFORE, in consideration of the foregoing and the mutual promises
set forth below, the parties agree as follows:
1. DEFINITIONS
A. The term "FUND" includes the Funds of Xxxxx Fargo Funds Trust and
Xxxxx Fargo Variable Trust, except that the term does not include any money
market fund or ultra short fund.
B. The term "SHARES" means the interests of Shareholders corresponding
to the redeemable securities of record issued by the Fund that are held by the
Intermediary.
C. The term "SHAREHOLDER" means the beneficial owner of Shares,
whether the Shares are held directly or by the Intermediary in nominee name.
D. For retirement recordkeepers, the term "SHAREHOLDER" means the Plan
participant notwithstanding that the Plan may be deemed to be the beneficial
owner of Shares.
E. For insurance companies, the term "SHAREHOLDER" means the holder of
interests in a variable annuity or variable life insurance contract issued by
the Intermediary.
F. The term "WRITTEN" includes electronic writing and facsimile
transmissions.
2. AGREEMENT TO PROVIDE INFORMATION. Intermediary agrees to provide the
Fund, upon written request, the taxpayer identification number ("TIN"), if
known, or any or all Shareholder(s) of the account and the amount, date, name or
other identifier of any investment professional(s) associated with the
Shareholder(s) or account (if known), and transaction type (purchase,
redemption, transfer, or exchange) of every purchase, redemption, transfer, or
exchange of Shares held through an account maintained by the Intermediary during
the period covered by the request.
A. PERIOD COVERED BY REQUEST. Requests shall set forth a specific
period for which transaction information is sought, which will generally not
exceed ninety (90) calendar days of transaction information. The Fund will not
request transaction information older than twelve (12) months from the date of
the request unless the Fund deems it necessary to investigate compliance with
policies established by the Fund for the purpose of eliminating or reducing any
dilution of the value of the outstanding shares issued by the Fund.
B. FORM AND TIMING OF RESPONSE. Intermediary agrees to transmit the
requested information that is on its books and records to the Fund or its
designee promptly, but in any event not later than five (5) business days or
such other time as agreed to by the Fund, after receipt of a request. If the
requested information is not on the Intermediary's books and records,
Intermediary agrees to (within the time period designated above): (i) provide or
arrange to provide to the Fund the requested information from shareholders who
hold an account with an indirect intermediary, or (ii) if directed by the Fund,
block further purchases of fund shares from such indirect intermediary. In such
instances, Intermediary agrees to inform the Fund whether it plans to perform
(i) or (ii). Responses required by this paragraph must be communicated in
writing and in a format mutually agreed upon by the parties. To the extend
practicable, the format for any transaction information provided to the Fund
should be consistent with the NSCC Standardized Data Reporting Format. For
purposes of this provision, an "indirect intermediary" has the same meaning as
in Rule 22c-2 under the Investment Company Act of 1940.
C. LIMITATIONS ON THE USE OF INFORMATION. The Fund agrees not to use
the information received for marketing or any other similar purpose without the
prior written consent of the Intermediary.
3. AGREEMENT TO RESTRICT TRADING. Intermediary agrees to execute written
instructions from the Fund to restrict or prohibit further purchases or
exchanges of Shares by a Shareholder that has been identified by the Fund as
having engaged in transactions of the Fund's Shares (directly or indirectly
through the Intermediary's account) that violate policies established by the
Fund for the purpose of eliminating or reducing any dilution of the value of the
outstanding Shares issued by the Fund.
A. FORM OF INSTRUCTIONS. Instructions must include the TIN, if known,
and the specific restriction(s) to be executed. If the TIN is not known, the
instructions must include an equivalent identifying number of the Shareholder(s)
or account(s) or other agreed upon information to which the instruction relates.
B. TIMING OF RESPONSE. Intermediary agrees to execute instructions as
soon as reasonably practicable, but not later than five (5) business days after
receipt of the instructions by the Intermediary.
C. CONFIRMATION BY INTERMEDIARY. Intermediary must provide written
confirmation to the Fund that instructions have been executed. Intermediary
agrees to provide confirmation as soon as reasonably practicable, but not later
than ten (10) business days after the instructions have been executed.
4. ENTIRE AGREEMENT. This Agreement constitutes the entire agreement
between the parties with respect to the subject matter hereof. This Agreement
supersedes, and the terms of this Agreement govern, any other prior agreement
with respect to the subject matter hereof.
IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Agreement as of the date first written above.
XXXXX FARGO FUNDS DISTRIBUTOR, LLC XXXXX FARGO FUNDS MANAGEMENT, LLC
By: /s/ Xxxx Xxxx By: /s/ Xxxxx Xxxxxxx
--------------------------------- ------------------------------------
Name: XXXX XXXX Name: XXXXX XXXXXXX
Title: PRESIDENT Title: PRESIDENT
LINCOLN NATIONAL LIFE INSURANCE LINCOLN LIFE & ANNUITY COMPANY
COMPANY OF NEW YORK
By: /s/ Xxxxx X. Xxxxxxxxx By: /s/ Xxxxx X. Xxxxxxxxx
--------------------------------- ------------------------------------
Name: Xxxxx X. Xxxxxxxxx Name: Xxxxx X. Xxxxxxxxx
Title: Vice President Title: Second Vice President
Date: 3-30-07 Date: 3-30-07
INTERMEDIARY: PLEASE PROVIDE THE FOLLOWING INFORMATION:
INTERMEDIARY INFORMATION
ADDRESS 1: Lincoln National Life Insurance Company
ADDRESS 2: Attn: Xxxxxxxx Xxxxxx
ADDRESS 3: 0000 X. Xxxxxxx Xxxxxx
CITY: Fort Xxxxx
STATE, ZIP CODE: IN 46802
PHONE: 000-000-0000
EMAIL: xxxxxxx@Xxx.xxx
IF COMPANY TRADES THROUGH NSCC, PLEASE ALSO PROVIDE THE NSCC FIRM NUMBER(S)
COVERED BY THIS AGREEMENT: __________; __________; __________; __________.
