SHAREHOLDER INFORMATION AGREEMENT entered into by and between BlackRock
Distributors, Inc. and its successors, assigns and designees ("BDI") and The
Lincoln National Life Insurance Company (the "Service Organization"), with an
effective date of April 16, 2007.
Prior to the effective date of this Shareholder Information Agreement,
BDI, any open-end management investment company distributed by BDI (the "Fund")
and the Service Organization agree that any request made to the Service
Organization by BDI or the Fund for shareholder transaction information, and the
Service Organization's response to such request, shall be governed by whatever
practices the Fund and the Service Organization had utilized in the absence of a
formal agreement, if any, to govern such requests.
The term "Shares" means the interests of Shareholders
corresponding to the redeemable securities of record issued by the Fund under
the Investment Company Act of 1940 that are held by the Service Organization.
The term "Shareholder" has the same meaning as defined in Rule 22c-2
under the Investment Company Act of 1940, as amended ("Rule 22c-2").
The term "written" includes electronic writings and facsimile
transmissions. BDI and the Service Organization hereby agree as follows:
Rule 22c-2 Compliance
a) Agreement to Provide Information. The Service Organization
agrees to provide to the Fund or its designee, upon
written request to BDI or the Fund, the taxpayer
identification number ("TIN"), the
Individual/International Taxpayer Identification Number
("ITIN"), or other government issued identifier ("GII"),
if known, of any or all Shareholders of an account
maintained by the Service Organization and the amount,
date, name or other identifier of any investment
professional(s) associated with the Shareholder(s) or the
account (if known), and the transaction type (purchase,
redemption, transfer, or exchange) of every purchase,
redemption, transfer, or exchange of Shares held through
the account maintained by the Service Organization during
the period covered by the request.
i. Period covered by Request. Requests will set forth a specific
period for which transaction information is sought, which
generally will not exceed 90 days from the date of the request.
BDI and/or the Fund may request transaction information older
than 90 days from the date of the request as they deem necessary
to investigate compliance with policies (including, but not
limited to, policies of the Fund regarding market-timing and
the frequent purchasing and redeeming or exchanging of Fund
Shares or any other inappropriate trading activity) established
or utilized 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 Service Provider.
ii. Form and Timing of Response. The Service Organization agrees
to provide promptly, but in any event not later than ten (10)
business days after receipt of a request from the Fund, BDI or
their designee, the requested information specified in (a). If
requested by the Fund, BDI or their designee, Service
Organization agrees to use best efforts to determine promptly,
but in any event not later than ten (10) business days after
receipt of a request, whether any specific person about whom it
has received the identification and transaction information
specified in (a) is itself a financial intermediary (as defined
in Rule 22c-2) ("indirect intermediary") and, upon further
request of the Fund, BDI or their designee, promptly, but in
any event not later than ten (10) business days after receipt
of a request, either (i) provide (or arrange to have provided)
the information set forth in (a) 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. Service Organization 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 parties. To the extent
practicable, the format for any transaction information provided
to the Fund, BDI or their designee will be consistent with the
NSCC Standardized Data Reporting Format.
iii. Limitations on Use of Information. BDI, the Fund and their
affiliates agree not to use the information received for
marketing, or any other similar purpose without the
Service Organization's prior written consent.
b) Agreement to Restrict Trading. The Service Organization
agrees to execute written instructions from BDI or the
Fund to restrict or prohibit further purchases or
exchanges of Shares by a Shareholder that has been
identified by BDI or the Fund, in their sole discretion,
as having engaged in transactions of the Fund's Shares
(directly or indirectly through an account with the
Service Organization) that violate policies (including,
but not limited to, policies of the Fund regarding
market-timing and the frequent purchasing and redeeming or
exchanging of Fund Shares or any other inappropriate
trading activity) established or utilized by the Fund for
the purpose of eliminating or reducing, or that would
result in, any dilution of the value of the outstanding
Shares issued by the Fund.
i. Form of Instructions. Instructions to restrict or prohibit
trading must include the TIN, ITIN or GII, if known, and
the specific restrictions(s) to be executed. If the TIN,
ITIN or GII 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.
ii. Timing of Response. The Service Organization agrees to
execute instructions to restrict or prohibit trading as
soon as reasonably practicable, but not later than ten
(10) business days after receipt of the instructions by
the Service Organization.
iii. Confirmation. The Service Organization must provide
written confirmation to BDI and the Fund that instructions
to restrict or prohibit trading have been executed. The
Service Organization agrees to provide confirmation as
soon as reasonably practicable, but not later than ten
(10) business days after the instructions have been
executed.
IN WITNESS WHEREOF, the undersigned has caused this Agreement to be executed as
of the date written below.
BlackRock Distributors, Inc. The Lincoln National Life Insurance Company
/s/ Xxxxx XxXxxxxxx /s/ Xxxxx X. Xxxxxxxxx
------------------------------ ---------------------------------------
By: Xxxxx XxXxxxxxx By: Xxxxx X. Xxxxxxxxx
Title: Vice President Title: Vice President
Date: Date:
Amendment to Agreement(s)
You ("Service Organization") have entered into one or more agreements
("Agreement" or "Agreements") with BlackRock Distribtutors, Inc. ("BDI") and/or
BlackRock Advisors, LLC relating to sales of the BlackRock open-end mutual funds
pursuant to which you may provide one or more of the following types of services
under the terms of your Agreement(s): general shareholder liaison, distribution
and sales support, distribution and marketing support, operational and/or
recordkeeping services, networking services and/or sub-accounting services in
return for certain payments. The parties to the Agreement(s) hereby agree that
effective as of October 1, 2008, each such Agreement is hereby amended to
indicate that BlackRock Investments, Inc. ("BII") shall replace BDI as a
contracting party, and each reference to BDI in the Agreement shall be replaced
with a reference to BII. Service Organization hereby consents to BII succeeding
to all of BDI's rights, obligations, interests and liabilities under the
Agreements and to the substitution in all respects of BII for BDI as a party to
the Agreements.
The parties to the Agreement(s) agree that, under the terms of the
Prospectuses and 12b-1 Plans for the Funds underwritten by BII and consistent
with BII's course of dealing with your firm and pursuant to such Agreement(s),
any Rule 12b-1 fees that BII may pay to your firm in connection with
distribution and/or shareholder services and pursuant to the terms of your
firm's Agreement(s), if applicable, will only derive from Rule 12b-1 fees
actually received by BII from the applicable Fund, and consistent with
guidelines from the Financial Industry Regulatory Authority, Inc. and the
Securities and Exchange Commission, any Rule 12b-1 and/or service fees are not
payable by BII to your firm unless and until received by the applicable Fund.
This amendment confirms that once BII receives such service and/or
12b-1 fees from the applicable Fund, commissions or other payments will be paid
to your firm in the same manner and time frame to which your firm is accustomed
to receiving such fees (so long as such fees are included under the terms of
your Agreement(s)).
*************
To the extent that provisions of the Agreement(s) and this Amendment
are in conflict, the terms of this Amendment shall control. Except to the extent
amended by this Amendment, the Agreement(s) shall remain unchanged and in full
force and effect, and are hereby ratified and confirmed in all respects as
amended hereby.
Agreed and Accepted:
The Lincoln National Life Insurance Company BlackRock Investments, Inc.
Signature: /s/ Xxxxx X. Xxxxxxxxx Signature: /s/ Xxx Xxxxx
Name: Xxxxx X. Xxxxxxxxx Name: Xxx Xxxxx
Title: Vice President Title: Managing Director
Dated: Sep 24, 2008 Date: 10/13, 2008
BlackRock Distributors, Inc.
Signature: /s/ Xxxxx XxXxxxxxx
Name: Xxxxx XxXxxxxxx
Title: Vice President
Dated: 10/09, 2008
