Exhibit 8(c)(v)
Shareholder Information Agreement
Franklin Xxxxxxxxx Variable Insurance Products Trust
This Shareholder Information Agreement ("Agreement") is entered into as
of April 16, 2007, and is among Franklin/Xxxxxxxxx Distributors, Inc.
("Distributors") on behalf of each Fund, as defined below, and the Intermediary,
as defined below. Unless otherwise specified, capitalized terms have the meaning
set out under "Definitions," below.
WHEREAS, Intermediary is a "financial intermediary" as that term is
defined in Rule 22c-2 under the Investment Company Act of 1940, as amended (the
"1940 Act"); and
WHEREAS, Distributors serves as the principal underwriter to the Funds;
and
WHEREAS, Distributors and Intermediary wish to enter into this
Agreement in accordance with Rule 22c-2 under the 1940 Act.
NOW, THEREFORE, in consideration of the mutual covenants herein
contained, which consideration is full and complete, Distributors and
Intermediary hereby agree as follows:
1. Shareholder Information
1.1 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
Intermediary during the period covered by the request. Unless otherwise
specifically requested by the Fund or its designee, Intermediary shall
only be required to provide information relating to
Shareholder-Initiated Transfer Purchases or Shareholder-Initiated
Transfer Redemptions.
1.1.1 Period Covered by Request. Requests must set
forth a specific period, not to exceed ninety (90) days from
the date of the request, for which transaction information is
sought. The Fund or its designee 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.
(a) Timing of Requests. Requests from the Fund or its
designee for Shareholder information shall be made no
more frequently than quarterly except as the Fund or
its designee deems necessary to investigate
compliance with policies established by the Fund or
its designee for the purpose of eliminating or
reducing any dilution of the value of the outstanding
shares issued by the Fund.
1.1.2 Form and Timing of Response.
(a) Intermediary agrees to provide, promptly upon
request of the Fund or its designee, the requested
information specified in Section 1.1, above. If
requested by the Fund or its designee, Intermediary
agrees to use best efforts to determine promptly
whether any specific person about whom Intermediary
has received the identification and transaction
information specified in Section 1.1 above 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 Section
1.1 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 or its
designee whether Intermediary plans to perform (i) or
(ii); and
(b) Responses required by this Section 1.1 must be
communicated in writing and in a format mutually
agreed upon by the Fund or its designee and
Intermediary; and
(c) To the extent practicable and agreed by the
parties, the format for any transaction information
provided to the Fund or its designee should be
consistent with the NSCC Standardized Data Reporting
Format.
1.1.3 Limitations on Use of Information. Unless the
Intermediary provides prior written consent, 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. Restriction of Trading
2.1 Agreement to Restrict Trading. Intermediary agrees to
execute written instructions from the Fund or its designee to restrict
or prohibit further purchases or exchanges of Shares by a Shareholder
that has been identified by the Fund or its designee 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 or its designee 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 or its designee, 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.
2.1.1 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 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.
2.1.2 Timing of Response. Intermediary agrees to
execute instructions as soon as reasonably practicable, but
not later than five business days after Intermediary receives
the instructions.
2.1.3 Confirmation by Intermediary. Intermediary must
provide written confirmation to the Fund or its designee 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.
2.2 Construction of the Agreement; Participation Agreements.
The parties have entered into one or more agreements between or among
them governing the purchase and redemption of shares of the Funds in
connection with the Contracts (collectively, "Participation
Agreements"). This Agreement supplements those Participation
Agreements. To the extent the terms of this Agreement conflict with the
terms of a Participation Agreement with regard to the requirements of
Rule 22c-2, the terms of this Agreement shall control.
3. Miscellaneous Provisions
3.1 Requests prior to October 16, 2007. Intermediary shall be
able to promptly respond to requests for Shareholder information by no
later than October 16, 2007. Information requests prior to October 16,
2007, shall be governed by whatever practices, if any, that Fund and
Intermediary have previously utilized to govern such requests.
3.2 Termination. This Agreement will terminate upon the
termination of the Participation Agreements and redemption of all
shares in the Fund held by the Intermediary.
3.3 Indemnification. Distributors agree to indemnify and hold
Intermediary harmless from any and all liability, claim, loss, demand,
damages, costs and expenses (including reasonable attorneys' fees)
arising in connection with a third party claim or action brought
against Intermediary as a result of any unauthorized disclosure of a
shareholder's taxpayer identification number provided to the Fund or
its designee in response to a request for information pursuant to the
terms of this Agreement ("Losses"). Distributors shall not be liable
for Losses unless the Intermediary has provided adequate written notice
to Distributors promptly after the summons or other first legal
process. In addition, Distributors will be entitled to participate in,
at its own expense, or shall be entitled to assume the defense thereof,
consistent with the terms of the Participation Agreement.
3.4 Force Majeure. The parties to this Agreement are excused
from performance and shall not be liable for any delay in performance
or non-performance, in whole or in part, caused by the occurrence of
any event or contingency beyond the control of the parties including,
but not limited to, work stoppages, fires, civil disobedience, riots,
rebellions, natural disasters, acts of God, and acts of war or
terrorism. Each party so affected shall promptly give written notice to
the other parties and shall use its best efforts to resume performance.
Upon receipt of such notice, all obligations under this Agreement shall
be immediately suspended for the duration of such force majeure event.
4. Definitions
As used in this Agreement, the following terms shall have the
following meanings, unless a different meaning is clearly required by
the context:
The term "Intermediary" means: (i) the insurance company
separate accounts listed on Attachment A of this Agreement
(which is a part of this Agreement) as well as those
identified in Schedule B of the Participation Agreement(s) to
which Distributors and Intermediary are parties, as such
Participation Agreement(s) may be amended from time to time;
and (ii) the life insurance company depositor of such separate
accounts.
The term "Fund" shall mean each series of Franklin Xxxxxxxxx
Variable Insurance Products Trust in which Intermediary
invests and includes: (i) an administrator for the Fund; (ii)
the principal underwriter or distributor for the Fund; and
(iii) the transfer agent for the Fund. The term does not
include any "excepted funds" as defined in Rule 22c-2(b) under
the 0000 Xxx.
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 Intermediary.
The term "Shareholder" means the holder of interests in a
variable annuity or variable life insurance contract issued by
Intermediary ("Contract"), or a participant in an employee
benefit plan with a beneficial interest in a Contract.
The term "Shareholder-Initiated Transfer Purchase" means a
transaction that is initiated or directed by a Shareholder
that results in a transfer of assets within a Contract to a
Fund, but does not include transactions that are executed: (i)
automatically pursuant to a contractual or systematic program
or enrollment such as transfer of assets within a Contract to
a Fund as a result of "dollar cost averaging" programs,
insurance company approved asset allocation programs, or
automatic rebalancing programs; (ii) pursuant to a Contract
death benefit; (iii) as part of a one-time step-up in Contract
value pursuant to a Contract death benefit; (iv) as part of an
allocation of assets to a Fund through a Contract as a result
of payments such as loan repayments, scheduled contributions,
retirement plan salary reduction contributions, or planned
premium payments to the Contract; or (v) as pre-arranged
transfers at the conclusion of a required free look period.
The term "Shareholder-Initiated Transfer Redemption" means a
transaction that is initiated or directed by a Shareholder
that results in a transfer of assets within a Contract out of
a Fund, but does not include transactions that are executed:
(i) automatically pursuant to a contractual or systematic
program or enrollments such as transfers of assets within a
Contract out of a Fund as a result of annuity payouts, loans,
systematic withdrawal programs, insurance company approved
asset allocation programs and automatic rebalancing programs;
(ii) as a result of any deduction of charges or fees under a
Contract; (iii) within a Contract out of a Fund as a result of
scheduled withdrawals or surrenders from a Contract; or (iv)
as a result of payment of a death benefit from a Contract.
The term "written" includes electronic writings.
IN WITNESS WHEREOF, each party has caused a duly authorized officer or
representative to execute this Agreement.
FRANKLIN/XXXXXXXXX DISTRIBUTORS, INC.
By: /s/ Xxxxxx Xxxxxx
Name: Xxxxxx Xxxxxx
Title: Senior Vice President
LINCOLN LIFE & ANNUITY COMPANY OF NEW YORK
on behalf of itself and the Separate Accounts
referenced in this Agreement and its Attachment
By: /s/ Xxxxx X. Xxxxxxxxx
Name: Xxxxx X. Xxxxxxxxx
Title: Second Vice President
Attachment A to Shareholder Information Agreement
The Insurance Company:
Lincoln Life & Annuity Company of New York
The Separate Accounts:
Lincoln Life & Annuity Flexible Premium Variable Life Account M
Lincoln Life & Annuity Flexible Premium Variable Life Account R
Lincoln Life & Annuity Flexible Premium Variable Life Account S
Lincoln New York Account N for Variable Annuities
LNY Separate Account 401 for Group Annuities
