Exhibit 8(b)(xii)
RULE 22c-2 AGREEMENT
This Rule 22c-2 Agreement is entered into by and between Xxxxxx
Fiduciary Trust Company ("PFTC"), transfer agent, dividend-disbursing agent and
shareholder servicing agent for the Fund, Xxxxxx Retail Management Limited
Partnership ("PRM"), underwriter and distributor of the Fund, and The Lincoln
National Life Insurance Company ("Intermediary").
WHEREAS, Xxxxxx Variable Trust, PRM and Intermediary have entered into
a Participation Agreement (the "Existing Agreement"), pursuant to which
Intermediary purchases shares in the Fund on behalf of variable annuity and
variable life insurance separate accounts ("separate accounts") to be offered as
investment options within variable life and/or variable annuity contracts
("Contracts");
WHEREAS, PRM, PFTC and Intermediary desire to enter into this Rule
22c-2 Agreement ("22c-2 Agreement") in compliance with Rule 22c-2 of the
Investment Company Act of 1940, as amended (the "Investment Company Act"), which
shall supplement the terms of the Existing Agreement.
NOW THEREFORE, in consideration of the promises herein, PFTC, PRM and
Intermediary agree as follows:
I. Agreement to Provide Information. Intermediary agrees to provide the
Fund, PFTC and/or PRM, upon written request from any of them, 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, if known, associated with Shareholder(s) holding or
owning Shares through the separate account(s) and the amount, date and
transaction type (purchase, redemption, transfer, or exchange), for
each such Shareholder, of every purchase, redemption, transfer, or
exchange of Shares held or owned through a separate account maintained
by Intermediary during the period covered by the request, as well as
the name or other identifier of any investment professional(s)
associated with the Shareholder(s) or separate account(s) (if known).
Unless otherwise specifically requested by the Fund, PFTC and/or PRM,
Intermediary shall only be required to provide information relating to
Shareholder-Initiated Transfer Purchases or Shareholder-Initiated
Transfer Redemptions. The foregoing information shall be collectively
referred to herein as the "Shareholder Information."
a. Period Covered by Request. Requests must set forth a specific
period, not to exceed 90 days from the date of the request,
for which Shareholder Information is sought. Notwithstanding
the foregoing, the Fund, PFTC and/or PRM may request
Shareholder Information older than 90 days from the date of
the request as deemed necessary or desirable to investigate
compliance with policies established from time to time by the
Fund for the purpose of eliminating or reducing any dilution
of the value of the outstanding shares issued by the Fund.
b. Form and Timing of Response. Intermediary agrees to provide
promptly, upon request of the Fund, PFTC and/or PRM, the Shareholder
Information. If requested by the Fund, PFTC and/or PRM, Intermediary
agrees to use best efforts to determine promptly whether any
specific person about whom the Fund, PFTC and/or PRM has received
Shareholder Information is itself a financial intermediary
("indirect intermediary," within the meaning of Rule 22c-2 of the
Investment Company Act). If such person is determined to be an
indirect intermediary, then, upon further request of the Fund, PFTC
and/or PRM, Intermediary shall promptly do either of the following:
(i) provide (or arrange to have provided), to the Fund, PFTC
and/or PRM, the Shareholder Information 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, PFTC and/or PRM 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,
PFTC and/or PRM should be consistent with the NSCC
Standardized Data Reporting Format.
c. Limitations on Use of Information. Without the prior written
consent of Intermediary, PFTC and PRM agree not to use the
information received for any purpose other than as necessary
to comply with the provisions of Rule 22c-2 or to fulfill
other regulatory or legal requirements of the Fund, PFTC
and/or PRM; and in all cases such information shall be subject
to the privacy provisions of Title V of the Xxxxx-Xxxxx-Xxxxxx
Act (Public Law 106-102) as may be applicable to PFTC and PRM.
II. Agreement to Restrict Trading. Intermediary agrees to execute written
instructions from the Fund, PFTC and/or PRM to restrict or prohibit
further purchases or exchanges of Shares by a Shareholder that has
been identified by the Fund, PFTC and/or PRM as having engaged in
transactions in Shares (directly or indirectly through Intermediary's
separate 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. Unless otherwise directed by the
Fund, PFTC and/or PRM, 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.
a. Form of Instructions. Instructions must include the TIN, ITIN,
or GII, and the specific individual Contract owner number or
participant account number associated with Shareholder, if
known, and the specific restriction(s) to be executed. If the
TIN, ITIN, or GII or the specific individual Contract owner number or
participant account number associated with 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.
b. Timing of Response. Intermediary agrees to promptly execute
instructions from the Fund, PFTC and/or PRM to restrict or
prohibit trading.
c. Confirmation by Intermediary. Intermediary must provide
written confirmation to the Fund, PFTC and/or PRM 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.
III. Remedy. In the event that Intermediary fails or refuses to
comply with Sections I and II above, the Fund, PFTC and/or PRM
may restrict or prohibit Intermediary from purchasing, on
behalf of itself or other persons, including without
limitation indirect intermediaries, securities issued by the
Fund. For purposes of this Section III, "purchasing" does not
include the automatic reinvestment of dividends.
IV. Amendment. PFTC and PRM, acting for themselves or on
instructions from the Fund, may amend this 22c-2 Agreement to
the extent necessary to comply with any changes to Rule 22c-2
by providing written notice of such amendment to Intermediary.
V. Effective Date. This 22c-2 Agreement shall be effective as of
April 16, 2007; provided that the provisions dealing with the
Fund's ability to request and receive transmissions of
shareholder data shall be effective October 16, 2007.
VI. Instructions. PFTC and PRM are entering into this 22c-2
Agreement on their own behalf, as well as on behalf of the
Fund, and any instructions or directions given by PFTC or PRM
shall be deemed to be given by the Fund as well.
VII. Definitions. For purposes of this paragraph:
a. The term "Fund" means each Xxxxxx mutual fund covered under
the Existing Agreement, and any amendment thereto, that
constitutes a "Fund" as defined in Rule 22c-2(c)(2), and that
does not constitute an "excepted fund" as defined in Rule
22c-2(b), under the Investment Company Act.
b. The term "promptly" means as soon as reasonably practicable,
but not later than ten business days after Intermediary
receives instructions or a request from the Fund, PFTC and/or PRM.
c. "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) one-time step-up in Contract value pursuant to a Contract
death benefit; (iv) 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) prearranged
transfers at the conclusion of a required free look period.
d. 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.
e. The term "Shares" means the redeemable securities issued by a
Fund that are held of record by Intermediary.
f. The term "Shareholder" includes the beneficial owner of Shares,
whether the Shares are held directly or by Intermediary in
nominee name.
g. The term "written" includes electronic writings and facsimile
transmissions.
IN WITNESS WHEREOF, Intermediary, PRM and PFTC have caused this 22c-2
Agreement to be executed by their duly authorized officers.
XXXXXX FIDUCIARY TRUST THE LINCOLN NATIONAL LIFE
COMPANY INSURANCE COMPANY
By: /s/ Xxxxxx Xxxxxxxx By:/s/ Xxxxx X. Xxxxxxxxx
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Name: Xxxxxx Xxxxxxxx Name: Xxxxx X. Xxxxxxxxx
Title: President Title: Vice President
Date: February 12, 2007 Date: Xxxxx 00, 0000
XXXXXX RETAIL MANAGEMENT
LIMITED PARTNERSHIP
By: /s/ Xxxx Xxxxxxx
Name: Xxxx Xxxxxxx
Title: Managing Director
Date: February 12, 2007
