RULE 22c-2 AGREEMENT
This Rule 22c-2 Agreement ("Agreement") is entered into by and between
Lord Xxxxxx Distributor LLC (the "Distributor"), on its own behalf and/or
on behalf of one or more of the Lord Xxxxxx Family of Funds (the "Funds"),
and Fidelity Security Life (the "Service Provider"), effective as of the
date of execution by the Service Provider, as set forth below. If relevant,
this Agreement constitutes an amendment to each and/or any existing
agreement between the Distributor and/or the Funds and the Service Provider
pursuant to or in connection with which the Service Provider directly or
indirectly transmits orders for Fund shares.
Whereas, Service Provider maintains one or more nominee or omnibus
accounts (each an "Account") relating to the Funds, or separate series
thereof, and, pursuant to Rule 22c-2 under the Investment Company Act of
1940, the Funds or an appropriate designee on their behalf are required to
enter into an agreement with the Service Provider under which the Service
Provider is required to provide the Funds, upon request, with certain
shareholder and account information and to implement the Funds'
instructions related to their frequent trading policies.
Now, Therefore, in consideration of the premises and mutual covenants
hereinafter contained and the Funds' forbearance from prohibiting further
purchases of Fund shares ("Shares") by or through Service Provider, the
parties hereby agree as follows:
1. The Service Provider agrees to provide to the Funds or their designee
the taxpayer identification number ("TIN"), if known, of any or all
shareholders underlying an Account and the amount, date, name or other
identifier of any investment professional(s) associated with such
shareholders (if known), and transaction type (purchase, redemption,
transfer, or exchange) of every purchase, redemption, transfer, or
exchange of Shares held through an Account (the "Information"). In
addition:
(a) The Service Provider agrees to provide the Information for the
periods or at the intervals the Distributor or the Funds, or their
designee, reasonably requests, including potentially Information
for each trading day;
(b) In accordance with the preceding paragraph, the Service Provider
agrees to transmit the Information that is on its books and
records to the Funds or their designee promptly, but in any event
not later than five (5) business days, after receipt of a request
for Information or after the last day of a period for which the
Information has been requested, unless mutually agreed upon,
otherwise by the parties. If the Information is not on the Service
Provider's books and records, Service Provider agrees to: (i)
provide or arrange to provide to the Funds or their designee the
Information relating to accounts that hold Fund shares through an
indirect intermediary; and (ii) if directed by the Funds, block
further purchases of Shares from such indirect intermediary. For
purposes of this paragraph, an "indirect intermediary" has the
same meaning as in Rule 22c-2; and
(c) To the extent practicable, the format for any transaction
information provided to the Funds should be consistent with the
National Securities Clearing Corporation's Standardized Data
Reporting Format, or if not practicable, in an alternative format
mutually agreed upon by the parties.
2. The Service Provider agrees to implement instructions from the Funds or
their designee "Instructions") to restrict or prohibit further
purchases of Shares in specific accounts or by specific shareholders
identified by the Funds or an affiliate as having engaged in
transactions that may violate the Funds' policies regarding short term
or excessive trading activity. The Funds or their designee will include
in the Instructions the TIN, if known, and the specific restriction(s)
to be implemented. If the TIN is not known, the Instructions must
include an equivalent identifying number of the shareholders or other
agreed upon information to which the Instructions relate. In addition,
the Service Provider agrees:
(a) To implement Instructions as soon as reasonably practicable, but
not later than five (5) business days after receipt of the
Instructions by the Service Provider; and
(b) To provide confirmation to the Funds in a mutually agreed upon
format that Instructions have been implemented. Service Provider
agrees to provide confirmation as soon as is reasonably
practicable, but not later than ten (10) business days after the
Instructions have been implemented.
In Witness Whereof, the parties hereto have executed and delivered this
Agreement as of the date first written below.
LORD XXXXXX DISTRIBUTOR LLC,
By: Lord, Xxxxxx & Co. LLC, its
Managing Member
/s/Xxxxxxxx X. Xxxxxx
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Xxxxxxxx X. Xxxxxx
Member and General Counsel
Fidelity Security Life Insurance Company
By: /s/Xxxxxx X. Xxxxxx
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Name: Xxxxxx X. Xxxxxx, CLU
Title: Director of Administration
Dated: 2/28/07
