Exhibit 8(c)(vii)
RULE 22c-2 SHAREHOLDER INFORMATION AGREEMENT
This Rule 22c-2 Shareholder Information Agreement ("Agreement") is entered into
and effective as of, April 24, 2014, by and between Guggenheim Funds
Distributors, LLC ("Fund Agent") and Lincoln Life and Annuity Company of New
York ("Intermediary").
WHEREAS, the Intermediary is a "financial intermediary" within the meaning
of Rule 22c-2 of the Investment Company Act of 1940, as amended; and
WHEREAS, it is the intention of the parties that this Agreement satisfy the
requirement of Rule 22c-2 under the Investment Company Act of 1940 (the "Rule");
and
WHEREAS, Fund Agent and Intermediary wish to enter into this Agreement for
the purpose of setting forth the rights and obligations of the parties related
to compliance with the Rule.
NOW, THEREFORE, in consideration of the mutual covenants herein contained,
which consideration is full and complete, Fund Agent and Intermediary hereby
agree as follows:
1. AGREEMENT TO PROVIDE INFORMATION. Intermediary agrees to provide Fund
Agent or its designee, upon written request, the taxpayer identification number
("TIN"), the Individual/International Taxpayer Identification Number ("ITIN"),
or other government-issued identifier ("GII"), if known, of 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 Intermediary during the period covered by the request.
1.1 PERIOD COVERED BY 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. Fund Agent may request transaction
information older than 90 days from the date of the request as it deems
necessary to investigate compliance with policies established by a Fund for the
purpose of eliminating or reducing any dilution of the value of the outstanding
shares issued by a Fund.
1.2 FORM AND TIMING OF RESPONSE. (a) Intermediary agrees to provide,
promptly upon request of Fund Agent or its designee, the requested information
specified in Section 1 above. If requested by Fund Agent 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 Section 1 is itself a financial intermediary ("indirect
intermediary") and, upon further request of Fund Agent or its designee, promptly
either (i) provide (or arrange to have provided) the information set forth in
Section 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 a
Fund. Intermediary additionally agrees to inform Fund Agent whether it plans to
perform (i) or (ii). (b) Responses required by this paragraph must be
communicated in writing and in a format mutually agreed upon by the parties. (c)
To the extent practicable, the format for any transaction information provided
to Aquarius should be consistent with the NSCC Standardized Data Reporting
Format.
1.3 LIMITATIONS ON USE OF INFORMATION. The Fund Agent agrees, on its
own behalf and on behalf of its designee, 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 Fund Agent or a Fund to restrict or prohibit further purchases
or exchanges of Shares by a Shareholder who has been identified by Fund Agent or
a Fund as having engaged in transactions of Fund Shares (directly or indirectly
through Intermediary's account) that violate policies established or utilized by
a Fund for the purpose of eliminating or reducing any dilution of the value of
the outstanding Shares issued by a Fund.
2.1 FORM OF INSTRUCTIONS. Instructions to restrict or prohibit trading
must include the TIN, ITIN, or GII, if known, and the specific restriction(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.
2.2 TIMING OF RESPONSE. Intermediary agrees to execute instructions
from Fund Agent to restrict or prohibit trading as soon as reasonably
practicable, but not later than five (5) business days after receipt of
instructions by the Intermediary.
2.3 CONFIRMATION BY INTERMEDIARY. Intermediary must provide written
confirmation to Fund Agent that instructions from Fund Agent to restrict or
prohibit trading have been executed. Each Intermediary agrees to provide
confirmation as soon as reasonably practicable, but not later than ten (10)
business days after the instructions have been executed.
3. DEFINITIONS. For purposes of this paragraph:
3.1 The term "Fund" includes any and all Funds as defined by the Rule
for which Fund Agent serves as principal underwriter. The term does not include
any "excepted funds" as defined in SEC Rule 22c-2(b) under the Investment
Company Act of 1940.
3.2 The term "Shares" means the interests of Shareholders
corresponding to the redeemable securities of record issued by a Fund under the
Investment Company Act of 1940 that are held by the Intermediary.
3.3 The term "Shareholder" means the beneficial owner of Shares,
whether the Shares are held directly or by the Intermediary in nominee name.
3.4 The term "written" includes electronic writings and facsimile
transmissions.
3.5 The term "purchase" does not include the automatic reinvestment of
dividends.
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3.6 The term "promptly" as used in Section 1.2 shall mean as soon as
practicable but in no event later than 5 business days from the Intermediary's
receipt of the request for information from Aquarius or its designee.
IN WITNESS WHEREOF, this Agreement has been executed as of the date set forth
above.
GUGGENHEIM DISTRIBUTORS, LLC LINCOLN LIFE AND ANNUITY
COMPANY OF NEW YORK
By: /s/ Xxxx X. Xxxxxxxx By: /s/ Xxxxxx X. Xxxxx
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Name Xxxx X. Xxxxxxxx Name Xxxxxx X. Xxxxx
and Title: Chief Financial Officer and Title: Vice President
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