Exhibit 8(c)(xiii)
RULE 22c-2 AGREEMENT
AGREEMENT (this "Agreement") is entered into as of April 30, 2014, by and
between Hartford Administrative Services Company ("Fund Agent"), on behalf of
Hartford Series Fund, Inc. and Hartford HLS Series Fund II, Inc. (together,
collectively, the "Funds"), and Lincoln Life & Annuity Company of New York
("Intermediary"). Unless otherwise indicated, capitalized terms used in this
Agreement shall have the meanings ascribed to them herein.
WHEREAS, Intermediary is a "financial intermediary" as defined in Rule 22c-2
under the Investment Company Act of 1940, as amended (the "1940 Act"); and
WHEREAS, Fund Agent and Intermediary shall be collectively referred to herein as
the "Parties" and each individually as a "Party"; and
WHEREAS, this Agreement is intended in all respects to act as the written
agreement of the parties contemplated by and entered into in compliance with
Rule 22c-2(a)(2) under the 1940 Act; and
NOW, THEREFORE, in consideration of the premises and mutual covenants herein
contained and for other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, Fund Agent and Intermediary hereby
agree as follows:
1. SHAREHOLDER INFORMATION
1.1. AGREEMENT TO PROVIDE INFORMATION. Intermediary agrees to provide the
Funds, upon written request, the taxpayer identification number ("TIN"),
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, plus
any other data mutually agreed upon in writing.
1.1.1 PERIOD COVERED BY REQUEST. Requests must set forth a specific
period, not to exceed 180 days from the date of the request, for which
transaction information is sought. The Funds may request transaction
information older than 180 days from the date of the request as it deems
necessary to investigate compliance with policies established by the Fund
for the purpose of eliminating or reducing any dilution of the value of
the outstanding shares issued by the Funds.
1.1.2 FORM AND TIMING OF RESPONSE. Intermediary agrees to transmit the
requested information that is on its books and records to the Funds or
their designee promptly, but in any event not later than 5 business days,
after receipt of a request. If the requested information is not on
Intermediary's books and records, Intermediary agrees to: (i) provide or
arrange to provide to the Funds the requested information from
shareholders who hold an account with an indirect intermediary; or; (ii)
if directed by the Funds, block further purchases of Fund Shares from such
indirect intermediary. In such instance, Intermediary agrees to inform the
Funds 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 should be consistent with
the NSCC Standardized Data Reporting Format. For purposes of this
provision, the term indirect intermediary has the same meaning as in Rule
22c-2 under the 1940 Act.
1.1.3 LIMITATIONS ON USE OF INFORMATION. The Funds agree not to use the
information received for any purpose other than as necessary to comply
with the provisions of Rule 22c-2 under the 1940 Act or to fulfill other
regulatory or legal requirements subject to the privacy provisions of
Title V of the ▇▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act and comparable state laws.
1.2 AGREEMENT TO RESTRICT TRADING. Intermediary agrees to execute written
instructions from the Funds to restrict or prohibit further purchases or
exchanges of Shares by a Shareholder that has been identified by the Funds
as having engaged in transactions of any of the Funds' Shares (directly or
indirectly through Intermediary's account) that violate 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.
Instructions will be deemed delivered when sent to Intermediary at the
following email address, or such other address communicated to Fund Agent
in writing from time to time.
Compliance Department Contact Information:
Lincoln Financial Group
Separate Account Financial Operations
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Attention: ▇▇▇▇▇ ▇▇▇▇▇
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260-455- 4427
Operations Department Contact Information:
Lincoln Financial Group
Separate Account Financial Operations
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Attention: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
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1.2.1 FORM OF INSTRUCTIONS. Instructions must include the TIN, if known,
and the specific restriction(s) to be executed, including how long such
restriction(s) are to remain in place. If the TIN 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.
1.2.2 TIMING OF RESPONSE. Intermediary agrees to execute instructions as
soon as reasonably practicable, but not later than five business days
after receipt of the instructions by Intermediary.
1.2.3 CONFIRMATION BY INTERMEDIARY. Intermediary must provide written
confirmation to the Funds 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. Intermediary agrees to deliver requested information
to the Funds' e-mail address below:
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1.3 OTHER DEFINITIONS. For purposes of this Agreement:
1.3.1 The term "Fund" includes the fund's principal underwriter and
transfer agent. The term does not include any "excepted funds" as defined
in SEC Rule 22c-2(b) under the ▇▇▇▇ ▇▇▇.
1.3.2 The term "Shares" means the interests of Shareholders corresponding
to the redeemable securities of record issued by the Funds under the 1940
Act that are held by Intermediary.1.3.3 The term "Shareholder" means the
beneficial owner of Shares, whether the Shares are held directly or by
Intermediary in nominee name, includes the holder of interests in a
variable annuity or variable life insurance contract issued by
Intermediary, and means the plan participant notwithstanding that the
certain plans may be deemed to be the beneficial owner of Shares.
1.3.3 The term "written" includes electronic writings and facsimile
transmissions.
2. MISCELLANEOUS
2.1 CONSTRUCTION OF THIS AGREEMENT. The parties have entered into one or more
agreements between or among them for the purchase and redemption of shares
of the Funds. This Agreement is intended to supplement such agreements
with respect to the subject matter hereof. To the extent the terms of this
Agreement conflict with the terms of any other agreements between the
parties, the terms of this Agreement shall control.
2.2 COOPERATION AND GOOD FAITH PROBLEM RESOLUTION. The parties agree to
cooperate in good faith to observe the procedures set forth in this
Agreement. In the event of any material disagreement over a party's
performance of this Agreement, the parties agree to notify each other and
further agree that they shall make good faith efforts to cooperate and to
resolve such problem or disagreement and to allow each other a period of
not less than 60 days to resolve such disagreement to the reasonable
satisfaction of the other.
2.3 AMENDMENT. This Agreement may be modified or amended, and the terms of
this Agreement may be waived, only by a writing signed by the parties.
2.4 GOVERNING LAW. This Agreement shall be governed by and construed in
accordance with the laws of the State of Maryland.
2.5 SUCCESSORS AND ASSIGNS. This Agreement shall inure to the benefit of and
shall be binding upon each of the undersigned and their respective
successors and assigns.
NEXT PAGE IS SIGNATURE PAGE.
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IN WITNESS WHEREOF, each of the undersigned has caused this Agreement to
be executed as of the date first above written.
HARTFORD ADMINISTRATIVE SERVICES COMPANY, on behalf of
HARTFORD SERIES FUND, INC. and
HARTFORD HLS SERIES FUND II, INC.
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇
Title: Chief Financial Officer
LINCOLN LIFE & ANNUITY COMPANY OF NEW YORK
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Vice President
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