RULE 22c-2 AGREEMENT
THIS AGREEMENT is made effective as of April 17, 2007 by and between
Delaware Distributors, L.P. ("DDLP") and Delaware Service Company, Inc.
("DSC") (collectively, "Fund Agent") and Lincoln Life & Annuity Company of
New York (the "Intermediary"), on its own behalf and on behalf of one or more
separate accounts of the Intermediary (each such account referred to as the
"Account"):
WHEREAS, DDLP serves as distributor to Delaware Group Premium Fund, Inc.
and each of its series (each, a "Fund" and collectively, the "Funds"), and
DSC serves as transfer agent for the Funds;
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 contracts ("Contracts");
WHEREAS, DDLP and the Intermediary previously entered into a
Participation Agreement ("Participation Agreement"), dated October 15, 1999,
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
hereinafter contained, the parties hereby agree as follows:
SHAREHOLDER INFORMATION
1. AGREEMENT TO PROVIDE INFORMATION. Intermediary agrees to provide the
Funds or Fund Agent, upon written request, the Taxpayer Identification
Number ("TIN"), the Individual 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 the Intermediary during the period
covered by the request.
(a) INFORMATION 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 Funds or Fund Agent 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 Funds for the purpose of eliminating or
reducing any dilution of the value of the outstanding shares issued by
the Funds.
(b) FORM AND TIMING OF RESPONSE. Intermediary agrees to transmit the
requested information that is on its books and records to the Funds or
Fund Agent promptly, but in any event not later than ten (10) business
days, after receipt of a request. If requested by a Fund or Fund
Agent, Intermediary agrees to use best efforts to determine promptly,
but in any event not later than ten (10) business days after receipt of
a specific request, whether any specified person about whom it has
received the identification and transaction information specified in
Paragraph 1 above is itself a financial intermediary ("indirect
intermediary") and, upon further request of the Funds or Fund Agent,
promptly, but in any event not later than ten (10) business days after
such request, either (i) obtain and transmit (or arrange to have
transmitted) the requested information specified in Paragraph 1 above
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(s). In such instance, Intermediary agrees to inform
the Fund Agent 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 Funds or Fund Agent should be consistent with the NSCC
Standardized Data Reporting Format.
(c) LIMITATIONS ON USE OF INFORMATION. The Funds agree not to use the
information received for marketing or any other similar purpose without
the prior written consent of the Intermediary. A Fund may, however,
use the information received to ensure compliance with the Fund's
compliance policies and procedures.
2. AGREEMENT TO RESTRICT TRADING. Intermediary agrees to execute written
instructions from a Fund or Fund Agent 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.
(a) FORM OF INSTRUCTIONS. Instructions 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.
(b) TIMING OF RESPONSE. Intermediary agrees to execute instructions to
restrict or prohibit trading as soon as reasonably practicable, but in
any event not later than five (5) business days after receipt of the
instructions by the Intermediary.
(c) 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 (10) business days after the
instructions have been executed.
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3. 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.
(THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK.)
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IN WITNESS WHEREOF, the undersigned have executed this Agreement as of
the date written above.
Delaware Distributors, X.X. Xxxxxxx Life & Annuity Company of New York
By: /s/ Xxxxxxx Xxxxxxxx By: /s/ Xxxxx X. Xxxxxxxxx
---------------------- ------------------------
Name: Xxxxxxx Xxxxxxxx Name: Xxxxx X. Xxxxxxxxx
Title: Senior Vice President Title: Second Vice President
Delaware Service Company, Inc.
By: /s/ Xxxxxxx Xxxxxxxx
----------------------
Name: Xxxxxxx Xxxxxxxx
Title: Senior Vice President
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Amendment to
Rule 22c-2 Agreement
This Amendment to the Rule 22c-2 Agreement dated April 17, 2007 between
Lincoln Life & Annuity Company of New York ("Intermediary") and Delaware
Distributors, L.P. and Delaware Service Company, Inc. (collectively, "Fund
Agent") is effective as of October 16, 2007, regardless of when executed.
WHEREAS, the Fund Agent wishes to utilize the services of a third party
vendor to handle certain shareholder and account information; and
WHEREAS, the parties desire to provide for confidential treatment of
shareholder information.
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties agree to amend the
Agreement as follows:
1. The following paragraph is added to the Agreement as a new paragraph to
Section 1:
USE OF THIRD PARTY VENDOR. The Fund Agent authorizes Intermediary to
transfer certain shareholder and account information to DST Systems,
Inc.("Vendor") to assist in gathering, maintaining and analyzing such
information by utilizing data warehousing, analytics, and
administrative tools. Fund Agent may authorize Vendor to deliver
instructions to Intermediary with respect to the delivery of
shareholder information to Vendor.
2. The paragraph entitled Limitation on Use of Information in Section 1 of
the Agreement is hereby deleted and replaced with the following:
LIMITATION ON USE OF INFORMATION. Unless the Intermediary provides
prior written consent, Fund Agent and Vendor agree 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.
3. All other terms and provisions of the Agreement not amended herein shall
remain in full force and effect.
IN WITNESS WHEREOF, the undersigned have executed this Amendment as of
the date written above.
DELAWARE DISTRIBUTORS, X.X. XXXXXXX LIFE & ANNUITY COMPANY OF NEW YORK
By: /s/ Xxxxxxx X. Xxxxxxxx By: /s/ Xxxxx X. Xxxxxxxxx
------------------------- -------------------------
Name: Xxxxxxx X. Xxxxxxxx Name: Xxxxx X. Xxxxxxxxx
Title: Senior Vice President Title: Vice President
DELAWARE SERVICE COMPANY, INC.
By: /s/ Xxxxxxx X. Xxxxxxxx
-------------------------
Name: Xxxxxxx X. Xxxxxxxx
Title: Senior Vice President
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