Exhibit 8(b)(i)(1)
AMENDMENT TO
PARTICIPATION AGREEMENT
THIS PARTICIPATION AGREEMENT AMENDMENT is made and entered
into as of April 16, 2007 by and among Lincoln Life & Annuity Company of New
York ("Insurer"), AllianceBernstein L.P. ("Adviser" formerly known as Alliance
Capital Management L.P.) and AllianceBernstein Investments, Inc. ("Distributor"
formerly known as AllianceBernstein Investment Research and Management, Inc.).
WHEREAS, the parties have entered into a Participation
Agreement dated as of May 01, 2000 (the "Agreement"); and
WHEREAS, the parties now desire to amend that Agreement to
incorporate specific provisions required by SEC Rule 22c-2 under the Investment
Company Act of 1940.
NOW, THEREFORE, in consideration of the mutual benefits and
promises contained herein, the parties hereby amend the Agreement by adding a
new Section 4.7 after Section 4.6 to read as follows:
4.7 Shareholder Information
(a) Agreement to Provide Information. The Insurer agrees to provide the
Distributor upon written request, the taxpayer identification number ("TIN"),
the Individual/International Taxpayer Identification Number ("ITIN"), or other
government-issued identifier ("GII") and the Contract owner number or
participant account number associated with the Shareholder, 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 Insurer during the period covered by the request.
(1) Period Covered by Request. Requests must set forth a specific
period, not to exceed 90 days from the date of the request, for which
transaction information is sought. The Distributor may request transaction
information older than 90 days from the date of the request as it deems
necessary to investigate compliance with policies established by the Fund for
purpose of eliminating or reducing any dilution of the value of the outstanding
shares issued by the Fund.
(2) Form and Timing of Response. Insurer agrees to provide promptly
upon request of the Distributor or its designee, but in any event not later than
10 business days after receipt of a request, the requested information. If
requested by the Distributor or its designee, Insurer agrees to determine
promptly whether any specific person about whom it has received the
identification and transaction information specified in (a) is itself a
financial intermediary ("indirect intermediary") and, upon further request of
the Distributor or its designee, promptly either (i) provide (or arrange to have
provided) the information set forth in (a) 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.
In such instance, the Insurer agrees to inform the Distributor 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 Distributor should be consistent with the NSCC Standardized Data Reporting
Format. For purposes of this provision "indirect intermediary" has the same
meaning as in SEC Rule 22c-2 under the Investment Company Act of 1940.
Notwithstanding anything in this section to the contrary, the Distributor
acknowledges that the first request made under (2) could take up to 30 business
days if connectivity to the systems to share such information specified in (a)
have not been established prior to the date that the first request made for the
information specified in (a) is made.
(3) Limitations on Use of Information. The Distributor agrees not to
use the information received for marketing or any other similar purpose without
prior written consent of the Insurer.
(b) Agreement to Restrict Trading. The Insurer agrees to execute
written instructions from the Distributor to restrict or prohibit further
purchase or exchanges of Shares by a Shareholder who has been identified by the
Distributor as having engaged in transactions of the Fund's Shares (directly or
indirectly through the Insurer's account) that violate policies established by
the Distributor for the purpose of eliminating or reducing any dilution of the
value of the outstanding Shares issued by the Fund.
(1) Form of Instructions. Instructions to restrict or prohibit trading
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.
(2) Timing of Response. The Insurer agrees to execute instructions to
restrict or prohibit trading as soon as reasonably practicable, but not later
than ten business days after receipt of the instructions by the Insurer.
(3) Confirmation by the Insurer. The Insurer must provide written
confirmation to the Distributor that instructions to restrict or prohibit
trading have been executed. The Insurer agrees to provide confirmation as soon
as reasonably practicable, but no later than ten business days after the
instructions have been executed.
(c) Definitions. For purposes of this Section:
(1) The term "Shares" means the interests of the Shareholders
corresponding to the redeemable securities of record issued by the Fund under
the Investment Company Act of 1940 that are held by the Insurer.
(2) The term "Shareholder" means the holder of interests in a variable
annuity or a variable life insurance contract issued by the Insurer, or a
participant in an employee benefit plan with a beneficial interest in a
contract.
(3) The term "written" includes electronic writings and facsimile
transmissions.
IN WITNESS WHEREOF, the undersigned have executed this
Participation Agreement Amendment as of the date set forth above.
Lincoln Life & Annuity Company AllianceBernstein L.P.
of New York
By: /s/ Xxxxx X. Xxxxxxxxx By: /s/ Xxxx Xxxxxx
Name: Xxxxx X. Xxxxxxxxx Name: Xxxx Xxxxxx
Title: Second Vice President Title: Secretary
AllianceBernstein Investments, Inc.
By: /s/ Xxxxxx X. Xxxxx
Name: Xxxxxx X. Xxxxx
Title: Assistant Secretary
