Exhibit 8(c)(vii)
Rule 22c-2 Agreement
This AGREEMENT is made effective as of April 16, 2007 by and between
the Lincoln Variable Insurance Products Trust, on behalf of its Funds, and
Lincoln Life & Annuity Company of New York (the "Intermediary"), on its own
behalf and on behalf of one of more separate accounts of the Intermediary (each
such account referred to as the "Account").
WHEREAS, the Intermediary, to the extent permitted by applicable
insurance laws and regulations, purchases Fund shares on behalf of each Account
to fund certain variable annuity contract ("Contract");
WHEREAS, The Trust, on behalf of its Funds, and the Intermediary
previously entered into a Participation Agreement ("Participation Agreement,
dated May 1, 2003, to make shares of the Funds available as investment options
in Contracts;
WHEREAS, pursuant to Rule 22c-2 under the Investment Company Act of
1940 (the "1940 Act"), the Funds, or on the Funds' behalf, the Funds' principal
underwriter or transfer agent, is required to enter into an agreement with
Intermediary under which Intermediary is required to provide the Funds, upon
request, with certain shareholder and account information and to prohibit
transactions that violate each Fund's purchase blocking policy; and
NOW, THEREFORE, in consideration of the premises and mutual covenants
hereafter contained, the parties hereby agree as follows:
Shareholder Information
1. Agreement to Provide Information. Intermediary agrees to provide the
Fund or its designee, upon written request, the taxpayer identification
number ("TIN"),"), the Individual/International Taxpayer Identification
Number ("ITIN")*, or other government- issued identifier ("GII") and
the Contract owner number or participant account number associated with
the Shareholder, if known, of any or all Shareholder(s) of the account,
and the amount, date 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. Unless otherwise
specifically requested by the Fund, the Intermediary shall only be
required to provide information relating to Shareholder-Initiated
Transfer Purchases or Shareholder-Initiated Transfer Redemptions.
(a) Information Request. Requests must set forth a specific period, not to
exceed 90 days from the date of the request, for which transaction
information is sought. The Fund may request transaction information
older than ninety (90) days from the date of the request as it deems
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. (a) Intermediary agrees to provide,
promptly upon request of the Fund or its designee, the requested
information specified in Paragraph 1. If requested by the Fund or its
designee, Intermediary agrees to use best efforts to determine
promptly whether any specific person about whom it has received the
identification and transaction information specified in Paragraph 1 is
itself a financial intermediary ("indirect intermediary") and, upon
further request of the Fund or its designee, promptly either (i)
provide (or arrange to have provided) the information set forth in
Paragraph 1 for those shareholders who hold an account with an indirect
intermediary or (ii) restrict or prohibit the indirect intermediary
from purchasing, in nominee name on behalf of other persons, securities
issued by the Fund. Intermediary additionally 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 Fund or its designee and
the Intermediary. To the extent practicable, the format for any
transaction information provided to the Fund should be consistent with
the NSCC Standardized Data Reporting Format.
(c) Limitations on Use of Information. The Fund agrees not to use the
information received pursuant to this Agreement for any purpose other
than as necessary to comply with the provisions of Rule 22c-2 or to
fulfill other regulatory or legal requirements subject to the privacy
provisions of Title V of the Xxxxx-Xxxxx-Xxxxxx Act (Public Law
106-102) and comparable state laws.
2. 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.
Unless otherwise directed by the Fund, any such restrictions or
prohibitions shall only apply to Shareholder-Initiated Transfer
Purchases or Shareholder-Initiated Transfer Redemptions that are
effected directly or indirectly through Intermediary.
(a) Form of Instructions. Instructions must include the TIN, ITIN, or GII
and the specific individual Contract owner number or participant
account number associated with the Shareholder, if known, and the
specific restriction(s) to be executed, including how long the
restriction(s) is(are) to remain in place. If the TIN, ITIN, GII or the
specific individual Contract owner number or participant account number
associated with the Shareholder is now 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) Notice Provisions. Instructions must be received by us at the following
address, or such other address that Intermediary may communicate to you
in writing from time to time, including, if applicable, an e-mail
and/or facsimile telephone number:
Lincoln Life & Annuity Company of New York
c/o The Lincoln National Life Insurance Company
0000 Xxxxx Xxxxxxx Xxxxxx
Xxxx Xxxxx, Xxxxxxx 00000
Attention: Rise X. X. Xxxxxx
(c) Timing of Response. Intermediary agrees to execute instructions as soon
as reasonably practicable, but not later than ten (10) business days
after receipt of the instructions by the Intermediary.
(d) 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 business days after the
instructions have been executed.
3. Construction of the Agreement; Fund Participation Agreements. The
parties have entered into one or more Fund Participation Agreements
between or among them for the purchase and redemption of shares of the
Funds by the Accounts in connection with the Contracts. This Agreement
supplements those Fund Participation Agreements. To the extent the
terms of this Agreement conflict with the terms of a Fund Participation
Agreement, the terms of this Agreement shall control.
4. Termination. This Agreement will terminate upon the termination of the
Fund Participation Agreements.
5. Definitions. For purposes of this Agreement:
(a) The term "Fund" does not include any "excepted funds" as defined in SEC
Rule 22c-2(b) under the 0000 Xxx.
(b) The term "shares" means the interests of Shareholders corresponding to
the redeemable securities of record issued by a Fund under the 1940 Act
that are held by the Intermediary.
(c) The term "Shareholder means the holder of interests in a variable
annuity or variable life insurance contract issued by the Intermediary.
(d) The term "Intermediary" shall mean a "financial intermediary" as
defined in SEC Rule 22c-2.
(e) The term "purchase" does not include the automatic reinvestment of
dividends.
(f) The term "written" includes electronic writings and facsimile
transmissions.
IN WITNESS WHEREOF, the undersigned has caused this Agreement to be
executed as of the date first above written.
LINCOLN VARIABLE INSURANCE LINCOLN LIFE & ANNUITY COMPANY
PRODUCTS TRUST OF NEW YORK
THE LINCOLN NATIONAL LIFE INSURANC
By: /s/ Xxxxx X. Xxxxxxx By: /s/ Xxxxx X. Xxxxxxxxx
Name: Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxxxx
Title: Second Vice President Title: Second Vice President
* According to the IRS' website, the ITIN refers to the Individual Taxpayer
Identification number, which is a nine-digit number that always begins with the
number 9 and has a 7 or 8 in the fourth digit, example 9XX-7X-XXXX. The IRS
issues ITINs to individuals who are required to have a U.S. taxpayer
identification number but who do not have, and are not eligible to obtain a
Social Security Number (SSN) from the Social Security Administration (SSA). SEC
Rule 22c-2 inadvertently refers to the ITIN as the International Taxpayer
Identification Number.
