Exhibit 8(b)(viii)
Funds distributed by Janus Distributors LLC, 000 Xxxxxxx Xx., Xxxxxx, XX 00000
000 Xxxxxxx Xxxxxx
Xxxxxx, Xxxxxxxx 00000
April 12, 2007
The Lincoln National Life Insurance Company
c/o Xxxxx X. Xxxxxx, FLMI, AAPA
0000 Xxxxx Xxxxxxx Xxxxxx
Xxxx Xxxxx, XX 0000-1110
Re: Action Requested - Distribution, Shareholder Servicing, Administrative
Servicing and Fund/SERV Agreements relating to Janus Adviser Series,
Xxxxx Xxxxx Series and/or Janus Investment Fund.
Dear Client:
Effective May 23, 2005, the Securities and Exchange Commission adopted Rule
22-c(2) (and as may be amended from time to time, the "Rule") of the Investment
Company Act of 1940 (the "1940 Act"). The Rule requires that Janus enter into
written agreements with its financial intermediaries (as such term is defined in
the Rule) whereby each such financial intermediary agrees to provide Xxxxx with
certain shareholder identity and transaction information and to carry out
certain instructions from Xxxxx. These requirements are designed to allow Janus
to more effectively enforce its market timing policies in an effort to protect
Janus and its shareholders from the harmful effects of short-term trading.
You ("Intermediary") are currently party to one or more of the above (or
similar) agreements with one or more of the Janus entities (all such agreements
of which you are currently a party are collectively referred to herein as the
"Current Agreements"). In order to comply with the Rule, Xxxxx and Intermediary
desire to supplement the Current Agreements pursuant to and in accordance with
this letter agreement ("Letter Agreement").
For good and valuable consideration, the receipt of which is hereby
acknowledged, Xxxxx and Intermediary hereby agree to supplement the Current
Agreements as follows:
1. Shareholder Information
1.1 Agreement to Provide Information. Intermediary agrees to provide
Xxxxx, 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 of Janus maintained by the
Intermediary during the period covered by the request.
1.1.1 Period Covered by 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. Xxxxx 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 Xxxxx for the
purpose of eliminating or reducing any dilution of the value of the outstanding
shares issued by Xxxxx.
1.1.2 Form and Timing of Response. Intermediary agrees to
transmit the requested information that is on its books and records to Janus or
its designee promptly, but in any event not later than ten (10) business days,
after receipt of a request. If the requested information is not on the
Intermediary's books and records, intermediary agrees to: (i) provide or arrange
to provide to Xxxxx the requested information from shareholders who hold an
account with an indirect intermediary; or (ii) if directed by Xxxxx, block
further purchases of fund Shares from the indirect intermediary. In such
instance, Intermediary agrees to inform Xxxxx 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 Janus should be consistent
with the NSCC Standardized Data Reporting Format. For purposes of this
provision, an "indirect intermediary" has the same meaning as provided for in
the Rule.
1.1.3 Limitations on Use of Information. Xxxxx agrees not to
use the information received for marketing or any other similar purpose without
the prior written consent of the Intermediary.
1.2 Agreement to Restrict Trading. Intermediary agrees to execute
written instructions from Xxxxx to restrict or prohibit further purchases or
exchanges of Shares by a Shareholder that has been identified by Xxxxx as having
engaged in transactions of the fund's Shares (directly or indirectly through the
Intermediary's account) that violate policies established by Xxxxx for the
purpose of eliminating or reducing any dilution of the value of the outstanding
Shares issued by Xxxxx.
1.2.1 Form of Instructions. Instructions must include the TIN,
if known, and the specific restriction(s) to be executed. 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 use its best
efforts to execute instructions within five (5) business days after receipt of
the instructions by the Intermediary, but not later than ten (10) business days
after receipt of the instructions by the Intermediary.
1.2.3 Confirmation by Intermediary. Intermediary must provide
written confirmation to Xxxxx 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.
1.2.4 Restrictions Prohibited by Contract. To the extent that
there is a legal or contractual impediment to restricting or prohibiting trading
by the Contract Owner, Intermediary agrees to take the following steps and the
Fund or its designee has to restrict or prohibit trading by a Contract Owner:
i. Review the terms of the Contract and Contract
prospectus as well as applicable law to determine the
extent of the legal rights of the Contract Owner to
trade into and out of Accounts that purchase shares
of Fund portfolios.
ii. If upon review there does not exist any legal or
contractual impediment to restricting or prohibiting
trading by the Contract Owner then Intermediary will
comply with the request.
If upon review there does exist a legal or contractual
impediment to restricting or prohibiting trading by the Contract Owner then
Intermediary will review the availability of any alternatives that may be
implemented to ensure that policies of the Funds established for the purpose of
eliminating or reducing any dilution of the value of the outstanding Shares
issued by the Funds are not violated. Such alternatives may include requiring
that trades be submitted by the Contract Owner in writing by mail; imposition of
fees for transfers between subaccounts as may be permitted under the terms of
the Contract and/or Contract prospectus; limitations on the total number of
trades in a calendar year as permitted under the terms of the Contract and/or
Contract prospectus. Working in conjunction with the Fund or its designee
Company will implement mutually agreed to measures to achieve the goal of
preventing dilution of the value of the Fund's outstanding Shares.
1.3 Definitions. For purposes of this Letter Agreement:
1.3.1 The term "Shares" means the interests of Shareholders
corresponding to the redeemable securities of record issued by Xxxxx under the
1940 Act that are held by the Intermediary.
1.3.2 The term "Shareholder" means:
a. the beneficial owner of Shares, whether the Shares are held
directly or by the Intermediary in nominee name;
b. as this Letter Agreement relates to retirement plan
accounts, the Plan participant notwithstanding that the Plan may be deemed to be
the beneficial owner of the Shares; and
c. as this Letter Agreement relates to accounts of variable
annuities or variable life insurance contracts, the holder of interest in a
variable annuity or variable life insurance contract issued by the Intermediary.
1.3.3 The term "written" includes electronic writings and
facsimile transmissions.
2. Effectiveness of Agreement.
2.1 Effective Date. The provisions of this Letter Agreement shall
become effective as of the final compliance date included in the Rule.
Please acknowledge your agreement to this Letter Agreement by signing where
indicated below and return it to the following address:
Janus Distributors LLC
000 Xxxxxxx Xxxxxx
Xxxxxx, XX 00000
Attn: Xxxxxx Xxxxxxxx
Please address all questions or comments to Xxxxxx Xxxxxxxx at 000-000-0000
or at xxxxxx.xxxxxxxx@xxxxx.xxx
Sincerely,
/s/ Xxxxxxxx Xxxxxxxxx
Xxxxxxxx Xxxxxxxxx
Assistant Vice President
AGREED AND ACKNOWLEDGED:
The Lincoln National Life Insurance Company
By: /s/ Xxxxx X. Xxxxxxxxx
Name: Xxxxx X. Xxxxxxxxx
Title: Vice President
JANUS SERVICES LLC
By: /s/ Xxxxxxx X. Xxxxxxx
Name: Xxxxxxx X. Xxxxxxx
Title: SVP & Managing Director
