RULE 22c-2 AGREEMENT
This Rule 22c-2 Agreement ("Agreement") is entered into by and between
Lord Xxxxxx Distributor LLC (the "Distributor"), on its own behalf and/or on
behalf of one or more of the Lord Xxxxxx Family of Funds (the "Funds"), and RBC
INSURANCE (the "Service Provider"), effective as of the date of execution by the
Service Provider, as set forth below. If relevant, this Agreement constitutes an
amendment to each and/or any existing agreement between the Distributor and/or
the Funds and the Service Provider pursuant to or in connection with which the
Service Provider directly or indirectly transmits orders for Fund shares
("Shares").
Whereas, Service Provider maintains one or more nominee or omnibus
accounts (each an "Account") relating to the Funds, or separate series thereof,
and, pursuant to Rule 22c-2 under the Investment Company Act of 1940 ("Rule
22c-2"), the Funds or an appropriate designee on their behalf are required to
enter into an agreement with the Service Provider under which the Service
Provider is required to provide the Funds, upon request, with certain
shareholder and account Information and to implement the Funds' instructions
related to their frequent trading policies.
Now, Therefore, in consideration of the premises and mutual covenants
hereinafter contained and the Funds' forbearance from prohibiting further
purchases of Shares by or through Service Provider, the parties hereby agree as
follows:
1. The Service Provider agrees to provide to the Funds or their designee, upon
request, the taxpayer identification number ("TIN"), if known, of any or
all shareholders underlying an Account and the amount, date, name or other
identifier of any investment professional(s) associated with such
shareholders (if known), and transaction type (purchase, redemption,
transfer, or exchange) of every purchase, redemption, transfer, or exchange
of Shares held through an Account (the "Information"). In addition:
(a) The Service Provider agrees to provide the Information for the periods
or at the intervals the Distributor or the Funds, or their designee,
reasonably requests;
(b) In accordance with the preceding paragraph, the Service Provider agrees
to transmit the Information that is on its books and records to the
Funds or their designee promptly, but in any event not later than five
(5) business days, after receipt of a request for Information or after
the last day of a period for which the Information has been requested,
unless mutually agreed upon otherwise by the parties. If the
Information is not on the Service Provider's books and records, Service
Provider agrees to: (i) provide or arrange to provide to the Funds or
their designee the Information relating to accounts that hold Shares
through an indirect intermediary; and (ii) if directed by the Funds,
block further purchases of Shares from such indirect intermediary. For
purposes of this paragraph, an "indirect intermediary" has the same
meaning as in Rule 22c-2; and
(c) To the extent practicable, the format for any Information provided to
the Funds should be consistent with the National Securities Clearing
Corporation's Standardized Data Reporting Format, or if not
practicable, in an alternative format mutually agreed upon by the
parties.
2. The Service Provider agrees to implement instructions from the Funds or
their designee ("Instructions") to restrict or prohibit further purchases
of Shares in specific accounts or by specific shareholders identified by
the Funds or an affiliate as having engaged in transactions that may
violate the Funds' policies regarding short term or excessive trading
activity. The Funds or their designee will include in the Instructions the
TIN, if known, and the specific restriction(s) to be implemented. If the
TIN is not known, the Instructions must include an equivalent identifying
number of the shareholders or other agreed upon information to which the
Instructions relate. In addition, the Service Provider agrees:
(a) To implement Instructions as soon as reasonably practicable, but not
later than five (5) business days after receipt of the Instructions by
the Service Provider; and
(b) To provide confirmation to the Funds in a mutually agreed upon format
that Instructions have been implemented. Service Provider agrees to
provide confirmation as soon as is reasonably practicable, but not
later than ten (10) business days after the Instructions have been
implemented.
In Witness Whereof, the parties hereto have executed and delivered this
Agreement as of the date first written below.
LORD XXXXXX DISTRIBUTOR LLC,
By: Lord, Xxxxxx & Co. LLC, its
Managing Member
---------------------------
Xxxxxxxx X. Xxxxxx
Member and General Counsel
RBC INSURANCE
By: __________________________
Name: ________________________
Title: _________________________
Dated: ________________________
[Please return one fully executed copy of the Agreement in the self-addressed
envelope provided.]
