AMENDMENT NO. 1 TO FUND PARTICIPATION AGREEMENT
THIS AMENDMENT NO. 1 TO FUND PARTICIPATION AGREEMENT (the
"Amendment") is effective as of __________, 1999, by and among LINCOLN LIFE
& ANNUITY COMPANY OF NEW YORK (the "Company"), AMERICAN CENTURY INVESTMENT
MANAGEMENT, INC ("ACIM"), and AMERICAN CENTURY INVESTMENT SERVICES, INC.,
F/K/A TWENTIETH CENTURY SECURITIES, INC. (the "ACIS"). Capitalized terms
not otherwise defined herein shall have the meaning ascribed to them in the
Agreement (defined below).
RECITALS
WHEREAS, the Company and ACIS are parties to that certain Fund
Participation Agreement dated September 26, 1996 (the "Agreement") in
connection with the participation by the Funds in Contracts offered by the
Company to its clients and the parties wish to supplement the Agreement as
provided herein;
WHEREAS, since the date of the Agreement, Twentieth Century
Securities, Inc. has changed its name to American Century Investment
Services, Inc.; and
WHEREAS, since the date of the Agreement, the Funds have changed their
names; and
WHEREAS, since the date of the Agreement, ACIS has ceased being the
Distributor of the Funds; and
NOW, THEREFORE, in consideration of the mutual promises set forth
herein, the parties hereto agree as follows:
I. FUNDS UTIFIZED. The second "Whereas" clause of the Agreement is
hereby deleted in its entirety and replaced xvith the following language:
"WHEREAS, the Company wishes to offer as investrnent options
under certain of the Contracts, those mutual funds (each a "Fund" and
collectively, the "Funds") listed on Schedule B hereto, each such Fund
a series of mutual fund shares registered under the Investment Company
Act of 1940, as amended, and issued by American Century Variable
Portfolios, Inc.; and"
2. ASSIGNMENT BY COMPANV. ACIS hereby assigns all of its rights and
obligations under the Agreement to ACIM, and ACIN4 hereby accepts such
assignment. The Company hereby consents to such assignment. After the date of
this Amendment, all references to "Distributor" in the Agreement shall be
deemed to refer to ACIN4.
3. COMPENSATION AND EXPENSES. Section 6(b) of the Agreement is hereby
deleted in its entirety and replaced with the following language:
(b) ACIM acknowledges that it derives a substantial savings in
administrative expenses, such as a reduction in expenses related to postage,
shareholder communications and recordkeeping, by virtue of having a single
shareholder account per Fund for the Accounts rather than having each
Contract Owner as a shareholder. In consideration of the Administrative
Services and performance of all other obligations under this Agreement by the
Company, AM will pay the Company a fee (the "Administrative Services Fee")
equal to 25 basis points (0.25%) per annum of the average aggregate amount
invested by the Company under this Agreement, for as long as the average
aggregate market value of the investments by the Company in the Funds exceeds
$50 million. In the event the average aggregate arnount invested by the
Company drops below $50 million, ACIM shall pay Company 20 basis points
(0.20%) per annum of the average aggregate amount invested by the Company.
For purposes of this Section 6(b), the average aggregate investment amount of
Company's investment shall include assets of UNUM Life Insurance Company of
America and First UNTJM Life Insurance Company acquired by Company.
4. SCHEDULES. Schedules A and B to the Agreement are hereby deleted
and replaced in their entirety with Schedules A and B attached hereto.
5. RATIFICATION AND CONFIRMATION OF AGREEMENT. In the event of a
conflict between the terms of this Amendment and the Agreement it is the
intention of the parties that the terms of this Amendment shall control and the
Agreement shall be interpreted on that basis. To the extent the provisions of
the Agreement have not been amended by this Amendment, the parties hereby
confirm and ratify the Agreement.
6. COUNTERPARTS: This Amendment may be executed in two or more
counterparts, each of which shall be an original and all of which together
shall constitute one instrument.
7. FULL FORCE AND EFFECT. Except as expressly supplemented, amended or
consented to hereby, all of the representations, warranties, terms, covenants
and conditions of the Agreement shall remain unamended and shall continue to be
in full force and effect.
IN WITNESS WHEREOF, the undersigned have executed this Amendment No. I as
of the date first above written.
LINCOLN LIFE & ANNUITY AMERICAN CENTURY INVESTMENT
COMPANY OF NEW YORK MANAGEMENT, INC.
By: By:
Name: Name:
Title: Title:
AMERICAN CENTURY INVESTMENT
SERVICES, INC.
By:
Name:
Title:
SCHEDULE A
VARIABLE ANNUITY CONTRACTS
AND VARIABLE LIFE INSURANCE POLICIES
SUPPORTED BY SEPARATE ACCOUNTS
LISTED ON SCHEDULE B
Group Variable Annuity I Contracts
Group Variable Annuity II Contracts
Group Variable Annuity III Contracts
SCHEDULE B
SEPARATE ACCOUNTS OF LINCOLN LIFE & ANNUITY COMPANY OF NEW
YORK
INVESTING IN CERTAIN FUNDS
SEPARATE ACCOUNT NAME AMERICAN CENTURY VP FUND(S) UTILIZED
Lincoln Life & Annuity Variable
Annuity Account L VP Capital Appreciation and VP Balanced
