Exhibit 8(b)(vii)(d)
AMENDMENT NO. 4 TO PARTICIPATION AGREEMENT
THIS AMENDMENT NO. 4 TO THE AGREEMENT by and among Lincoln Life &
Annuity Company of New York (the "Company"), a New York life insurance
company, and the X. Xxxx Price International Series, Inc., a corporation
organized under the laws of Maryland, X. Xxxx Price Equity Series, Inc., a
corporation organized under the laws of Maryland (which together with the X.
Xxxx Price International Series, Inc. shall be collectively referred to as
the "Funds") and X. Xxxx Price Investment Services, Inc. (hereinafter the
"Underwriter"), a Maryland corporation is effective as of February 9, 2011
WHEREAS, the Company, the Fund and Underwriter are parties to that
certain Participation Agreement dated October 1, 1996, as amended, (the
"Agreement"); and
WHEREAS, the parties desire to add X. Xxxx Price Equity Series, Inc. as
a party to the Participation Agreement; and
WHEREAS, X. Xxxx Price Equity Series, Inc. desires to become a party to
the Participation Agreement (which together with the X. Xxxx Price
International Series, Inc. shall be collectively referred to as the "Funds");
and
WHEREAS, the Company, the Fund and Underwriter desire to add language to
the Agreement relating to processing orders via the National Securities
Clearing Corporation ("NSCC"); and
WHEREAS, the parties desire to amend Schedule A of the Agreement;
NOW, THEREFORE, in consideration of their mutual promises, the Company,
the Fund and the Underwriter agree as follows:
1. The parties do hereby agree to add X. Xxxx Price Equity Series, Inc.
as a party to the Participation Agreement, with the same rights and
obligations as afforded to and undertaken by X. Xxxx Price International
Series, Inc. in the Participation Agreement.
2. X. Xxxx Price Equity Series, Inc. hereby agrees to be added as a
party to the Participation Agreement, with the same rights and
obligations as are afforded to and undertaken by X. Xxxx Price
International Series, Inc. in the Participation Agreement.
3. Article I of the Agreement is revised by the addition of the
following language:
1.12 If transactions in Fund shares are to be entered and settled
through the NSCC's Fund/SERV system, at a time agreed to by all parties,
the following provisions shall apply:
"(1) Each party to this Agreement represents that it or one of its
affiliates has entered into the Standard Networking Agreement with the NSCC
and it desires to participate in the programs offered by the NSCC Fund/SERV
system which provide (i) an automated process whereby shareholder purchases
and redemptions, exchanges and transactions of mutual fund shares are
executed through the Fund/SERV system, and (ii) a centralized and
standardized
communication system for the exchange of customer-level information and
account activity through the Fund/SERV Networking system ("Networking").
(2) Each party to this Agreement represents that:
(i) it has full power and authority under applicable law,
and has taken all action necessary, to enter into and
perform its obligations with respect to the NSCC, and
the performance of its obligations hereunder does not
and will not violate or conflict with any governing
documents or agreements it maintains.
(ii) it has the necessary and adequate personnel, space,
data processing capacity or other operational
capability, facilities and equipment to perform its
duties and obligations hereunder in accordance with the
terms of this amendment, in a businesslike and competent
manner, in conformance with all laws, rules and
regulations and the Fund's and Contract's prospectuses
and SAIs, and customary industry standards.
(3) For each Fund/SERV transaction, including transactions
establishing accounts with the Underwriter or its affiliates, the Company
shall provide the Funds and Underwriter or its affiliates with all
information necessary or appropriate to establish and maintain each
Fund/SERV transaction (and any subsequent changes to such information),
which the Company hereby certifies is and shall remain true and correct.
The Company shall maintain documents required by the Underwriter or the
Funds to effect Fund/SERV transactions. Each instruction shall be deemed
to be accompanied by a representation by the Company that it has received
proper authorization from each person whose purchase, redemption, account
transfer or exchange transaction is effected as a result of such
instruction.
(4) Fund/SERV instructions will be transmitted by the Company
to the NSCC by 6:00 a. m. EST. ("Cut Off") on the next Business Day after
the Company receives such instructions from the Account/Contractholders,
provided such instructions are received by the Company in good order prior
to the closing of the New York Stock Exchange ("Close of Trading")
(normally 4:00 p.m. Baltimore time). In the event the Company is unable to
transmit Fund/SERV instructions by the Cut Off, the Company shall notify
the Underwriter by phone by 8:30 a.m. of such Fund/SERV instructions, and
the Underwriter shall price protect such trades; provided, however,
settlement may be delayed until the following Business Day (trade date +2).
The Company warrants that all Fund/SERV instructions the Company transmits
to NSCC for processing were received by the Company from Account/
Contractholder by Close of Trading. The Company shall transmit payment for
purchase of Fund/SERV instructions to NSCC the same Business Day (trade
date +1) after receipt of Fund/SERV instructions to purchase shares is made
in accordance with the provisions of Section 1.12 (4) hereof; provided,
however, Fund/SERV instructions transmitted after the Cut Off may delay
payment until trade date +2. If Underwriter has not received payment by
such applicable dates, the purchase may be canceled and the Company shall
be responsible for any losses incurred by the Fund as a result of such
cancellation. Payment of redemptions shall be transmitted via the NSCC to
the Company on the same Business Day (trade date +1) as the instructions
were transmitted via Fund/SERV; provided, however, Fund/SERV instructions
transmitted after the Cut Off may delay payment until trade date + 2.
Daily share balance confirmations will be provided by X.Xxxx Price via the
Fund/SERV networking system.
(5) In the event the Company seeks to correct or cancel a
previously placed Fund/SERV instruction after the Cut-Off, such
cancellation or correction must be approved by the Underwriter and will be
processed outside of NSCC. The Underwriter shall have complete and sole
discretion as to whether or not to allow the cancellation or correction to
be made. The Company agrees to promptly pay each Fund the amount of any
loss incurred by the Fund as a result of such cancellation or correction.
(6) The Underwriter and the Funds reserve the right, in their
sole discretion, to reject or cancel:
(a) any Fund/SERV instruction for the purchase of shares,
including Fund/SERV instructions that have been confirmed
through NSCC;
(b) any Fund/SERV instruction received: (a) in connection
with an Account if such Account's registration is pending
with NSCC; and (b) in connection with an Account prior to
receipt of such Account's registration information.
(7) At all times each party shall maintain insurance coverage
that is reasonable and customary in light of all its responsibilities
hereunder and under applicable law. Such coverage shall insure for losses
resulting from the criminal acts, errors or omissions of each party's
employees and agents."
4. Schedule A of the Agreement is deleted and replaced in its entirety
by the attached Schedule A.
4. All other terms of the Agreement shall remain in full force and
effect.
IN WITNESS WHEREOF, each of the parties hereto has caused this Amendment
to be executed in its name and on its behalf by its duly authorized
representative as of the date specified below.
COMPANY: LINCOLN LIFE & ANNUITY COMPANY OF NEW YORK
By its Authorized Officer
By: /s/ Xxxxxx X. Xxxxx
---------------------
Name: Xxxxxx X. Xxxxx
Title: Vice President
X. XXXX PRICE INTERNATIONAL SERIES, INC.
By its authorized officer
By: /s/ Xxxxx Xxxxxxxxxxx
-----------------------
Name: Xxxxx Xxxxxxxxxxx
Title: Vice President
X. XXXX PRICE EQUITY SERIES, INC.
By its authorized officer
By: /s/ Xxxxx Xxxxxxxxxxx
-----------------------
Name: Xxxxx Xxxxxxxxxxx
Title: Vice President
X. XXXX PRICE INVESTMENT SERVICES, INC.
By its authorized officer
By: /s/ Xxxxxxx X. Xxxxxx
-----------------------
Name: Xxxxxxx X. Xxxxxx
Title: Vice President?
SCHEDULE A
EFFECTIVE AS OF FEBRUARY 9, 2011
NAME OF SEPARATE ACCOUNT AND DATE CONTRACTS FUNDED BY
ESTABLISHED BY BOARD OF DIRECTORS SEPARATE ACCOUNT DESIGNATED PORTFOLIOS
--------------------------------- ------------------- ---------------------
Lincoln Life & Annuity Variable Annuity Account L Group Variable Annuity X. Xxxx Price International Series, Inc.
July 24, 1996 X. Xxxx Price International Stock Portfolio
X. Xxxx Price Equity Series, Inc.
Lincoln Life & Annuity Flexible Premium Variable Lincoln Corporate Private X. Xxxx Price Mid-Cap Growth Portfolio
Life Account Z Solution X. Xxxx Price Equity Income Portfolio
June 21, 2006 X. Xxxx Price International Series, Inc.
X. Xxxx Price International Stock Portfolio
