Exhibit 8(c)(iii)
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) busiiness 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.
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.
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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: Vice President
Delaware Service Company, Inc.
By: /s/ Xxxxxxx Xxxxxxxx
Name: Xxxxxxx Xxxxxxxx
Title: Senior Vice President
