Exhibit 8a
SERVICES AGREEMENT
THIS SERVICES AGREEMENT (the "Agreement") is made as of ____________ by and
among Delaware Management Holdings, Inc., a Delaware corporation ("Holdings"),
Delaware Service Company, Inc., a Delaware corporation and a wholly owned
subsidiary of Holdings ("Delaware"), Lincoln Life & Annuity Company of New York,
a New York insurance corporation "Lincoln Life").
The parties hereto, in consideration of the mutual covenants hereinafter
expressed, agree as follows:
ARTICLE 1
DEFINITIONS
-----------
Section 1.1 Definitions. The following terms shall have the respective
meanings set forth in this Section 1.1 for all purposes of this Agreement except
where the application of such definitions is limited by reference in this
Section 1. 1 to a specific Article of this Agreement (such definitions to be
equally applicable to both the singular and plural forms of the terms herein
defined):
"Accounting Schedule" means Schedule 1.1 (a) hereto, which sets forth the
accounting services to be rendered pursuant to this Agreement, as such Schedule
may be amended from time to time pursuant to Section 15.1.
"Accounting Services" means the services listed in the Accounting Schedule
with respect to the Accounts.
"Accounts" means the Separate Accounts.
"Affiliate" means, with respect to any entity, any other entity
controlling, controlled by or under common control with such entity.
"Business Day" means a day on which the New York Stock Exchange is open for
trading.
"Calculation Losses" means any losses suffered by a Contractowner, Third
Party Administrator, or Separate Account directly caused by an error in a Unit
Value, or by the delivery to Lincoln Life of a or Unit Value after the
applicable deadline provided for in Section 2.1; provided, however, that such
losses shall not include any consequential damages.
"Contractowner" means the present or former owner of an insurance or
annuity contract supported by a Separate Account, or any beneficiary or
annuitant thereof.
"Delaware" has the meaning set forth in the preamble to this Agreement.
1
"Delaware Affiliate" means Holdings and any entity that is directly or
indirectly controlled by Holdings.
"Fee Schedule" means Schedule 5.1 hereto, as such Schedule may be amended
from time to time pursuant to Section 15.1.
"Holdings" has the meaning set forth in the preamble to this Agreement.
"Lincoln Affiliate" means any Affiliate of Lincoln Life other than a
Delaware Affiliate.
"Lincoln Life" has the meaning set forth in the preamble to this Agreement.
"Renewal Term" means each successive one-year term occurring after the
expiration of the initial term of this Agreement as described in Section 10.1.
"Separate Account" means a separate account of Lincoln Life identified as
such on the Accounting Schedule, and any additional separate account or sub-
account of Lincoln Life or any Lincoln Affiliate (or of any other person if
Lincoln Life or any Lincoln Affiliate has administrative responsibilities with
respect to such separate account or sub-account pursuant to any reinsurance
agreement or otherwise) designated in accordance with Section 4.1.
"Third Party Administrator" means an administrator of insurance or annuity
contracts acting on behalf of Contractowners.
"Unit Value" means the daily unit value per unit of the respective Separate
Accounts or sub-accounts thereof for each Business Day, all determined in
accordance with the terms of the Cutover Schedule and with any applicable
prospectus or regulatory requirement.
"Value Calculation Services" means those Accounting Services consisting of
or incidental to the calculation and communication of Unit Values in accordance
with the terms of this Agreement.
ARTICLE 2
SCOPE OF SERVICES
-----------------
Section 2.1 Scope of Services. Delaware shall provide the Accounting
Services to Lincoln Life with respect to each of the Separate Accounts, all in
accordance with the terms of this Agreement. Without limiting the generality of
the foregoing, Delaware, no later than 6:00 p.m. (New York City time) on each
Business Day, shall in accordance with the terms of this Agreement provide to
Lincoln Life the Value Calculation Services for each of the Accounts. In the
event of any error in the Value Calculation Services, the parties hereto will
follow the procedures set forth in Schedule 2.1, without prejudice to any other
rights described in this Agreement.
2
ARTICLE 3
LINCOLN LIFE'S SUPPORT OBLIGATIONS
----------------------------------
Section 3.1 Provision of Data. Lincoln Life shall use its best efforts to
provide or cause to be provided to Delaware the data identified in Schedule 3.1
during the periods and in accordance with the procedures identified in such
Schedule, it being understood that Delaware shall not be responsible for any
Calculation Losses or other claims, suits, hearings, actions, damages,
liabilities, fines, penalties, costs, losses or expenses, including reasonable
attorney's fees, which any party may sustain or incur, directly or indirectly,
in each case to the extent caused by or arising from Lincoln Life's failure to
provide such data in accordance with such Schedule 3.1.
Section 3.2 Data to Be Provided by Third Parties. With respect to each of
the mutual funds identified in Schedule 3.2 as an available investment of one or
more of the Separate Accounts and each third party service provider identified
in such Schedule, Lincoln Life shall direct each of the managers of such funds
or such service provider, as the case may be, to provide or cause to be provided
to Delaware the data identified in Schedule 3.2 in accordance with the
procedures and time deadlines identified in such Schedule.
ARTICLE 4
NEW ACCOUNTS; NEW INVESTMENT MANAGERS
-------------------------------------
Section 4.1 Additional Accounts. Lincoln Life may from time to time
designate (i) one or more additional separate accounts to constitute Separate
Accounts for all purposes of this Agreement, or (ii) one or more newly
established sub-accounts of any Separate Account. Such designation shall be:
(a) subject to Delaware's consent, which shall not be unreasonably
withheld; provided, that such consent shall be considered to be
unreasonably withheld if Delaware does not make reasonable
efforts to accept such new separate accounts and sub-accounts,
which efforts shall include, but not be limited to, reasonable
consideration of the expansion of Delaware's infrastructure to
handle such new separate accounts and sub-accounts; and
(b) evidenced by a writing executed by Lincoln Life and Delaware
setting forth the name of such separate account or new sub-
account, the applicable rate under the Fee Schedule that shall
apply to the Accounting Services for such separate account or new
sub-account, the effective date of the designation thereof as a
Separate Account or new sub-account, and any other matters the
parties wish to include.
Notwithstanding clause (b) of the preceding sentence, if Delaware's performance
of the Accounting Services for such additional Separate Accounts or sub-accounts
of such Separate Accounts would, in Delaware's reasonable opinion, result in
higher costs than the costs Delaware incurs for providing the Accounting
Services to the current Accounts, then the affected parties hereto shall
negotiate in good faith an addendum to the Fee Schedule for such additional
3
Separate Accounts and sub-accounts and Delaware shall not be deemed to have
unreasonably withheld its consent under clause (b) of this Section 5.1 until
such addendum has been agreed to. Except as otherwise specified in such writing,
Delaware shall provide to Lincoln Life with respect to a Separate Account or new
sub-account, the same Accounting Services as are specified in the Accounting
Schedule with respect to the other Separate. Accounts or sub-account of a
Separate Account, as the case may be.
Section 4.2 New Investment Managers. If new investment managers are added
to provide investment advisory services to any of the Accounts, and Delaware's
performance of the Accounting Services is, as a result thereof, significantly
more costly to Delaware, the affected parties shall negotiate in good faith an
addendum to the Fee Schedule for such Accounts.
ARTICLE 5
FEES
----
Section 5.1 Accrual of Fees. Lincoln Life shall pay fees for the
Accounting Services for each of the Separate Accounts at the respective rates
per annum determined in accordance with the Fee Schedule. Fees accrued pursuant
to this Section 5.1 shall be payable in arrears on a monthly basis.
Section 5.2 Payment of Fees by Lincoln Life. Delaware shall submit to
Lincoln Life an invoice for each month for all of the fees payable pursuant to
Section 5.1 with respect to each of the Separate Accounts, which invoice shall
be itemized to show the portion of such fees allocable to each of the Separate
Accounts in accordance with the Fee Schedule. Subject to the terms of this
Agreement, invoices for such fees shall be payable within 30 days of receipt.
ARTICLE 6
STANDARD OF CARE, INDEMNIFICATION
---------------------------------
Section 6.1 Standard of Care. Delaware shall provide the Accounting
Services with a level of care equal to or greater than the level of care at
which it performs similar functions for mutual funds that are sponsored or
managed by any Delaware Affiliate, and in any event, Delaware shall always
exercise reasonable care in performing the Accounting Services.
Section 6.2 Indemnification
(a) Indemnification by Lincoln Life. Lincoln Life shall indemnify, defend
and hold harmless Delaware and any Delaware Affiliate, and the directors,
officers and employees of the foregoing (each individually, a "Delaware
Indemnified Party"), against any and all claims, suits, hearings, actions,
damages, liabilities, fines, penalties, costs, losses or expenses, including
reasonable attorney's fees, which any Delaware Indemnified Party may sustain or
incur, directly or indirectly, in each case to the extent caused by or arising
from (i) the negligence, recklessness or intentional misconduct of Lincoln Life
or any Lincoln Affiliate, or any director, officer or employee thereof, in the
performance of this Agreement; or (ii) the failure of Lincoln Life to comply
with the terms of this Agreement.
4
(b) Indemnification by Delaware. Subject to Section 3.1, Delaware shall
indemnify, defend and hold harmless Lincoln Life, the Lincoln Affiliates and the
directors, officers and employees of the foregoing (each individually, a
"Lincoln Indemnified Party") against any and all claims, suits, hearings,
actions, damages, liabilities, fines, penalties, costs, losses (including but
not limited to (a) Calculation Losses reimbursed by Lincoln Life and (b) any
market fluctuation losses incurred by Lincoln Life in effecting such
reimbursement) or expenses, including reasonable attorney's fees, which any
Lincoln Indemnified Party may sustain or incur, directly or indirectly, in each
case to the extent caused by or arising from (i) the negligence, recklessness or
intentional misconduct of Delaware or any Delaware Affiliate, or any director,
officer or employee thereof, in the performance of this Agreement; or (ii) the
failure of Delaware to comply with the terms of this Agreement.
(c) Procedures. Subject to the provisions of Section 6.2(d), promptly
after receipt by a Delaware Indemnified Party or a Lincoln Indemnified Party
(each, an "Indemnified Party") of notice of the commencement of any action,
proceeding, investigation or claim by any Contractowner or other third party (a
"Proceeding"), the Indemnified Party shall, if a claim in respect thereof is to
be made pursuant to this Section 6.2 against another party to this Agreement
(the "Indemnifying Party"), notify the Indemnifying Party in writing of the
commencement thereof, but the failure so to notify the Indemnifying Party shall
not relieve the Indemnifying Party from any liability under this Section 6.2,
except to the extent that such failure to notify actually prejudices the
Indemnifying Party. In case any such Proceeding shall be brought against an
Indemnified Party, the Indemnifying Party shall be entitled to participate in
and to assume the defense thereof, with counsel satisfactory to the Indemnified
Party, and after notice from the Indemnifying Party to the Indemnified Party of
the Indemnifying Party's election to assume the defense thereof, the
Indemnifying Party shall not be liable to the Indemnified Party for any legal or
other expenses subsequently incurred by the Indemnified Party in connection with
the defense thereof other than reasonable costs of investigation; provided,
however, that (i) if, in the reasonable judgment of the Indemnified Party, it is
advisable for the Indemnified Party to be represented by separate counsel other
than counsel for the Indemnifying Party, the Indemnified Party shall have the
right to employ a single counsel to represent the Indemnified Party, in which
event the reasonable fees and expenses of such separate single counsel shall be
borne by the Indemnifying Party, and (ii) in the case of any Proceeding brought
by any governmental authority, the Indemnifying Party shall have the right to
participate in, but not to assume the defense of, such Proceeding. The
Indemnifying Party shall not be obligated under any settlement agreement
relating to any Proceeding under this Section 6.2 to which it has not consented
in writing, which consent shall not be unreasonably withheld.
(d) Preserving Rights with Respect to Calculation Losses. Notwithstanding
Section 6.2(c), Lincoln Life may in its sole discretion elect to reimburse a
Contractowner, Third Party Administrator or Separate Account for Calculation
Losses out of Lincoln Life's own funds and such reimbursement shall have no
effect on the respective indemnification obligations of the parties pursuant to
Section 6.2(a) and (b).
(e) Overpayments. The parties agree that there may be circumstances in
which it would not be commercially reasonable for Lincoln Life to seek
reimbursement from one or more
5
Contractowners of overpayments made them, taking into account relevant factors
such as industry practice; the amount of such overpayments; the number of
Contractowners overpaid; the cost of seeking reimbursement; and the implications
for customer relations of seeking reimbursement. In the event of any overpayment
to a Contractowner for which Lincoln Life intends to seek indemnification from
Delaware pursuant to Section 6.2(b) without seeking reimbursement from the
Contractowner, the parties shall negotiate in good faith as to what effect, if
any, the determination not to seek such reimbursement should have under the
circumstances on the rights of Lincoln Life to indemnification for the amounts
overpaid.
ARTICLE 7
INSURANCE COVERAGE
------------------
Section 7.1 Insurance. Delaware and Holdings shall maintain insurance
coverage at a level at least equal to the insurance coverage held by each of
them at the time this Agreement becomes effective.
ARTICLE 8
FORCE MAJEURE AND DISASTER RECOVERY PLAN
----------------------------------------
Section 8.1 Force Majeure; Disaster Recovery Plan. No party shall be
liable to any other party for any damages caused by delays beyond its reasonable
control, including, without limitation, those delays occasioned by fire, strike,
labor dispute, acts of the other party, acts of any common carrier, pricing
service, corporate action service, or telephone network, acts of the power
supply company or its networks, restrictions by civil or military authorities,
acts of nature, or unforeseen transportation failures. In the event of any such
delay, the hindered party shall promptly notify the other parties and, upon the
giving of such notice, the period of time for performance of obligations
hereunder affected by such delays will be extended by the same number of days as
the delay. Notwithstanding the foregoing, Delaware shall maintain and implement
a customary disaster recovery plan and such plan shall be reasonably acceptable
to Lincoln Life. This Article 8 shall not excuse any failure to perform, or
extend the time for performance of, any obligation of Delaware under this
Agreement to the extent that such failure or delay would have been avoided by
compliance with such disaster recovery plan, or by the use of reasonable,
readily available alternatives.
ARTICLE 9
EFFECTIVENESS
-------------
Section 9.1 Effectiveness.
This Agreement shall become effective upon the date first set forth
above ("Effective Date").
6
ARTICLE 10
TERM AND TERMINATION
--------------------
Section 10.1 Term. The initial term of this Agreement shall end on the
fourth anniversary of the Effective Date and this Agreement shall be
automatically renewed for subsequent Renewal Terms thereafter unless sooner
terminated under Section 10.2.
Section 10.2 Termination. Subject to the procedures set forth in Article
11 and to Section 10.3, this Agreement may be terminated as follows:
(a) by Lincoln Life or Delaware in each case upon notice to each of
the other parties at least 180 days prior to the expiration of
the initial term or any Renewal Term, with such termination to
become effective upon such expiration; and
(b) by Lincoln Life or Delaware upon 30 days notice to each of the
other parties, for any material breach of this Agreement unless
such breach is cured within such notice period.
For the purpose of this Section 10.2(b) only, a "material breach" shall include,
but not be limited to, the failure by Delaware to provide Accounting Services
hereunder of a quality reasonably determined by Lincoln Life to be consistent
with a superior level of service in the industry.
ARTICLE 11
PROCEDURES UPON TERMINATION
---------------------------
Section 11.1 Obligations Upon Termination. Upon termination of this
Agreement by any party under Article 10, each party shall be obligated to
cooperate with each other party to provide for the transfer of all
responsibilities, duties and obligations of this Agreement as may be necessary
to ensure the orderly, undisrupted business of each party. Such cooperation
shall include, but not be limited to, returning all papers, documents, materials
or equipment to the party owning such materials. In the event that this
Agreement is terminated by Lincoln Life under Section 10.2(b), Lincoln Life
shall have the right to require Delaware to continue performing all or any part
of its responsibilities, duties and obligations under this Agreement until the
earlier of (a) 210 days following the date notice of such termination was
given, or (b) the date that is 30 days after notice from Lincoln Life that
Delaware shall cease such performance. For this purpose, (a) the terms of this
Agreement (including without limitation the obligation of Lincoln Life to pay
Delaware's fees under Article 5, and the obligation of Delaware to continue to
exercise the standard of care required under Section 6.1 shall remain in effect
with respect to the period in which Delaware is obligated to continue such
performance, and (b) if any portion of Delaware's responsibilities, duties and
obligations during such period are not so extended as required by Lincoln Life,
the parties shall mutually agree in good faith on a reduction of fees which
reflects the termination of such responsibilities, duties and obligations.
7
ARTICLE 12
REPRESENTATIONS AND WARRANTIES
------------------------------
Each party represents and warrants to the other parties as follows:
Section 12.1 Organization and Authority. Such party is duly organized,
validly existing and in good standing as a corporation under the laws of the
state indicated on the first page of this Agreement, with the requisite
authority and power, in conformity with applicable laws, rules and regulations,
to execute and deliver this Agreement and to perform its obligations hereunder.
Such party has taken all necessary action to authorize such execution, delivery
and performance.
Section 12.2 No Conflict with Laws. The execution, delivery and
performance of this Agreement by such party do not conflict with or violate any
laws applicable to such party, any provision of its constituent documents, any
order or judgment of any court or governmental agency applicable to it or any of
its assets or any contractual restriction binding on it or its assets.
Section 12.3 Obligation. This Agreement constitutes a legal, valid and
binding obligation of such party, enforceable in accordance with its terms,
subject to applicable bankruptcy, insolvency, reorganization, moratorium and
similar laws relating to the enforcement of creditors' rights generally and
subject to principles of equity.
ARTICLE 13
PARENT GUARANTY
---------------
Section 13.1 Parent Guaranty. Holdings hereby unconditionally guarantees
the full and punctual performance of the covenants, agreements and obligations
of Delaware under this Agreement, including but not limited to the payment when
due of all amounts that may from time to time be payable by Delaware pursuant to
Section 6.2(b) (the "Guaranteed Obligations").
Section 13.2 Guaranty Unconditional. The obligations of Holdings hereunder
shall be unconditional and absolute and, without limiting the generality of the
foregoing, shall not be released or discharged by:
(a) any extension, settlement, compromise, waiver or release in
respect of any obligation of Delaware under this Agreement;
(b) any modification or amendment of or supplement to this Agreement;
(c) any change in the corporate existence, structure or ownership of
Delaware, or any insolvency, bankruptcy, reorganization or other similar
proceeding affecting Delaware or its assets; or
(d) any other act or omission to act or delay of any kind by Delaware,
Lincoln Life, any Fund or any other person which would, but for the
provisions of
8
this paragraph (d), constitute a legal or equitable discharge of Holding's
obligations hereunder;
provided, however, that in the event of any extension, settlement, compromise,
waiver or release of any obligation of Delaware under this Agreement, or any
modification or amendment of or supplement to this Agreement, the guaranty
provided for in this Article 13 shall apply to the obligations of Delaware as so
extended, settled, compromised, waived, released, modified, amended or
supplemented.
Section 13.3 Discharge Only Upon Payment or Performance in Full;
Reinstatement in Certain Circumstances. Holding's obligations hereunder shall
remain in full force and effect until the Guaranteed Obligations shall have been
paid or performed in full. If at any time any payment of Guaranteed Obligations
by Delaware under this Agreement is rescinded or must be otherwise restored or
returned upon the insolvency, bankruptcy or reorganization of Delaware or
otherwise, Holding's obligations hereunder with respect to such payment shall be
reinstated as though such payment had been due but not made at such time.
Section 13.4 Waiver by Holdings. Holdings irrevocably waives acceptance
hereof, presentment, demand, protest and any notice not provided for herein, as
well as any requirement that at any time any action be taken by any person
against Delaware or any other person.
Section 13.5 Subrogation. Upon making any payment with respect to
Delaware hereunder, Holdings shall be subrogated to the rights of the payee
against Delaware with respect to such payment; provided that Holdings shall not
enforce payment by way of subrogation until, all Guaranteed Obligations have
been paid or performed in full.
ARTICLE 14
DISPUTE RESOLUTION
------------------
Before commencing litigation of any dispute arising out of or relating to
this Agreement, the parties shall attempt in good faith to resolve the dispute
by the following means:
Section 14.1 Negotiation. The parties shall in good faith attempt to
resolve any dispute arising out of or relating to this Agreement promptly by
negotiations between executives who have authority to settle the controversy. A
party may give the other parties written notice of any dispute not resolved in
the normal course of business. Within 20 days after delivery of that notice,
executives of the affected parties shall meet at a mutually acceptable time and
place, and thereafter as often as they reasonably deem necessary, to exchange
relevant information and to attempt to resolve the dispute. If the matter has
not been resolved within 60 days of the disputing party's notice, or if the
parties fail to meet within 20 days, either party may initiate mediation of the
controversy or claim as provided in Section 14.2. If a negotiator intends to be
accompanied at a meeting by an attorney, the other negotiator shall be given at
least 3 Business Days' notice of that intention and may also be accompanied by
an attorney.
Section 14.2 Mediation. If the dispute has not been resolved by
negotiation as provided in Section 14.1, the parties shall endeavor for an
additional period of 60 days to settle the dispute
9
by mediation under the then-current Center for Public Resources (CPR) Model
Procedure for Mediation of Business Disputes. The neutral third party will be
selected from the CPR Panel of Neutrals. If the parties encounter difficulty
in agreeing on a neutral, they will seek the assistance of CPR in the selection
process.
Section 14.3 Confidentiality. All activities under this Article 14 are
confidential and shall be treated as compromise and settlement negotiations for
purposes of the Federal Rules of Evidence and state rules of evidence.
ARTICLE 15
MISCELLANEOUS
-------------
Section 15.1 Amendment. This Agreement, including any Exhibits or
Schedules, may be amended, modified or supplemented only in writing signed by
Delaware, Holdings, and Lincoln Life. This Agreement shall be binding upon all
successors, assigns or transferees of the parties to this Agreement.
Section 15.2 Assignment. This Agreement and the rights, duties and
obligations of the parties hereto shall not be assignable by any party, except
assignment to successors in the case of mergers, sales of all or substantially
all of the assets of such party or transfer of ownership by reorganization or
similar restructuring to a successor in interest to the business of such party,
without the prior written consent of the other parties, and any purported
assignment in the absence of such consent shall be void.
Section 15.3 Notices. All notices given or submitted pursuant to this
Agreement shall be made in writing and shall be deemed given when (a) deposited
with the United States Postal Service, postage prepaid, registered or certified
mail, return receipt requested; (b) deposited with a nationally recognized
overnight mail delivery service; (c) sent by facsimile with electronic
confirmation of delivery or with a copy sent by mail as described in (a) or (b)
above; or (d) delivered in person; all to the last address of record of each
party being notified.
Any notice under this Agreement to Lincoln Life shall be given to:
ATTN: Xxxx X. Xxxxxxx
2nd Vice President and Chief Financial Officer
Lincoln Life & Annuity Company of New York
000 Xxxxxxx Xxxxxx, Xxxxx 0000
Xxxxxxxx, XX 00000
Phone: (000) 000-0000
Facsimile: (000) 000-0000
10
With a copy to:
Xxxxxx X. Xxxxxxxx, Esq.
Corporate Counsel
Lincoln Life & Annuity Company of New York
000 Xxxxxxx Xxxxxx, Xxxxx 0000
Xxxxxxxx, XX 00000
Phone: (000) 000-0000
Facsimile: (000) 000-0000
Any notice under this Agreement to Delaware or Holdings shall be given to:
ATTN: Xxxxxxx X. Xxxxxx
Senior Vice President and Treasurer
Delaware Management Company
0000 Xxxxxx Xxxxxx; 00xx Xxxxx
Xxxxxxxxxxxx, XX 00000
Phone: (000) 000-0000
Facsimile: (000) 000-0000
With a copy to:
Xxxxxxx X. Xxxxxxxx
Senior Vice President, Corporate & International Affairs
Delaware Management Company
0000 Xxxxxx Xxxxxx
Xxxxxxxxxxxx, XX 00000
Phone: (000) 000-0000
Facsimile: (000) 000-0000
Any party may, by means of written notice in compliance with this Section
15.3, change the address or the identity of the person to whom any notice, or
copy thereof, is to be sent.
Section 15.4 Severability. If any provision of this Agreement, as applied
to any party or to any circumstances, shall be found by a court of competent
jurisdiction to be void, invalid or unenforceable, the same shall in no way
affect any other provision of this Agreement, the application of any such
provision in any other circumstances, or the validity or enforceability of this
Agreement; provided, however, that nothing in this Section 15.4 shall adversely
affect the fundamental benefits received by the parties under this Agreement.
Section 15.5 Waiver. A waiver by any party of any of the terms and
conditions of this Agreement in any one instance shall not be deemed or
construed to be waiver of any such term or condition for the future, or of any
subsequent breach thereof, nor shall it be deemed a waiver of performance of any
other obligation hereunder. No waiver of any provision of this Agreement
11
shall be valid unless agreed to in writing by the party or parties against whom
such waiver is sought to be enforced.
Section 15.6 Entire Agreement. This Agreement contains the entire
understanding of the parties hereto relating to the subject matter of this
Agreement and supersedes all prior and collateral agreements, understandings,
statements and negotiations of the parties.
Section 15.7 Governing Law. This Agreement shall be governed by and
construed in accordance with the laws of the State of New York, without giving
effect to the conflict of law provisions thereof.
Section 15.8 Section and Paragraph Headings. The titles of the sections
and paragraphs of this Agreement are for convenience only and shall not in any
way affect the interpretation of any provision or condition of this Agreement.
Section 15.9 Counterparts. This Agreement may be executed in counterparts
which, taken together, shall constitute the whole of the Agreement as between
the parties.
[The remainder of this page is left blank intentionally.]
12
IN WITNESS WHEREOF, the parties have executed this Agreement as of the day
and year first written above.
LINCOLN LIFE:
LINCOLN LIFE & ANNUITY COMPANY OF NEW
YORK
By: __________________________
Xxxxxx X. Xxxxxxxx
Title: President and Treasurer
Date: ________________________
HOLDINGS:
DELAWARE MANAGEMENT HOLDINGS, INC.
By: __________________________
Title:________________________
Date: ________________________
DELAWARE:
DELAWARE SERVICE COMPANY, INC.
By: __________________________
Title:________________________
Date: ________________________
13
SCHEDULE 1.1 (a)
----------------
ACCOUNTING SCHEDULE
1
