Ml Life Insurance Co of New York Sample Contracts

AMENDED AND RESTATED PRINCIPAL UNDERWRITING AGREEMENT
Principal Underwriting Agreement • March 25th, 2011 • TRANSAMERICA ADVISORS LIFE INSURANCE Co OF NEW YORK • Life insurance • New York

THIS AMENDED AND RESTATED PRINCIPAL UNDERWRITING AGREEMENT made and effective as of the 1st day of July, 2010 (the “Effective Date”), by and between TRANSAMERICA CAPITAL, INC. (“TCI”), a California corporation, and TRANSAMERICA ADVISORS LIFE INSURANCE COMPANY OF NEW YORK (“TALICNY”), a New York corporation (formerly ML Life Insurance Company of New York).

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Contract
Wholesaling Agreement • March 27th, 2008 • Ml Life Insurance Co of New York • New York

This WHOLESALING AGREEMENT (“Agreement”) is made this 28th day of December, 2007. The parties to this Agreement are ML Life Insurance Company of New York, a New York corporation (“Company”), issuer of annuity policies (“Contracts”), Merrill Lynch, Pierce, Fenner & Smith Incorporated, a Delaware corporation (“Distributor”), and Transamerica Capital, a California corporation (“Wholesaler”).

MASTER DISTRIBUTION AGREEMENT among MERRILL LYNCH & CO., INC., MERRILL LYNCH INSURANCE GROUP, INC. and AEGON USA, INC. as of December 28, 2007
Master Distribution Agreement • January 4th, 2008 • Ml Life Insurance Co of New York • New York

THIS MASTER DISTRIBUTION AGREEMENT (this “Agreement”), dated as of December 28, 2007, is among Merrill Lynch Insurance Group, Inc., a Delaware corporation (the “Seller”), Merrill Lynch & Co., Inc., a Delaware corporation (the “Seller Parent”) and AEGON USA, Inc., an Iowa corporation (the “Buyer”).

INVESTMENT MANAGEMENT SERVICES AGREEMENT among TRANSAMERICA ASSET MANAGEMENT, INC., TRANSAMERICA ADVISORS LIFE INSURANCE COMPANY and TRANSAMERICA ADVISORS LIFE INSURANCE COMPANY OF NEW YORK
Investment Management Services Agreement • March 25th, 2011 • TRANSAMERICA ADVISORS LIFE INSURANCE Co OF NEW YORK • Life insurance • Iowa

THIS INVESTMENT MANAGEMENT SERVICES AGREEMENT (this “Agreement”), dated as of November 1, 2010, is by and among Transamerica Asset Management, Inc. a Florida corporation (“TAM”), Transamerica Advisors Life Insurance Company, an Arkansas domiciled stock life insurance company (“TALIC”) and Transamerica Advisors Life Insurance Company of New York, a New York domiciled stock life insurance company (“TALNY” and together with TALIC, the “Companies” and each, a “Company”).

SELLING AGREEMENT
Selling Agreement • March 27th, 2008 • Ml Life Insurance Co of New York • New York

This Agreement, effective as of the 28th day of December, 2007, is made by and among ML Life Insurance Company of New York (“Insurer”), and Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Distributor”), selling products listed on the attached Appendix A (hereinafter referred to collectively as “The Company”) and Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Broker/Dealer”) and its duly licensed insurance affiliate(s), Merrill Lynch Life Agency Inc., a Washington corporation, and the corporations listed together with their respective states of incorporation on the signature pages hereof (hereinafter referred to collectively as “General Agent”).

PRINCIPAL UNDERWRITING AGREEMENT
Principal Underwriting Agreement • March 26th, 2009 • Ml Life Insurance Co of New York • New York

THIS PRINCIPAL UNDERWRITING AGREEMENT made and effective as of the 1st day of August, 2008, by and between TRANSAMERICA CAPITAL, INC. (“TCI”), an Iowa corporation, and ML LIFE INSURANCE COMPANY OF NEW YORK (“MLLICNY”), a New York corporation, on its own behalf and on behalf of the separate investment accounts of MLLICNY set forth in Exhibit A — Variable Life Products and Exhibit B — Variable Annuity Products attached hereto and made a part hereof (collectively, the “Account”).

KEEP WELL AGREEMENT
Keep Well Agreement • March 27th, 2008 • Ml Life Insurance Co of New York • Iowa

WHEREAS, AUSA intends to continue to be an affiliated company of MLLICNY and does not intend directly or indirectly to pledge or otherwise dispose of any such shares of stock; and

Contract
Purchase Agreement • January 4th, 2008 • Ml Life Insurance Co of New York • New York

FIRST AMENDMENT, dated as of December 28, 2007 (this “Amendment”), TO THE PURCHASE AGREEMENT, dated as of August 13, 2007 (the “Agreement”), by and among Merrill Lynch Insurance Group, Inc., a Delaware corporation (the “Seller”), Merrill Lynch & Co., Inc., a Delaware corporation (the “Seller Parent”), and AEGON USA, Inc., an Iowa corporation (the “Buyer”). Capitalized terms used but not defined herein shall have the meanings given to such terms in the Agreement.

PURCHASE AGREEMENT among MERRILL LYNCH INSURANCE GROUP, INC., MERRILL LYNCH & CO., INC., and AEGON USA, INC. as of August 13, 2007
Purchase Agreement • August 17th, 2007 • Ml Life Insurance Co of New York • New York

PURCHASE AGREEMENT, dated as of August 13, 2007 (this “Agreement”), by and among Merrill Lynch Insurance Group, Inc., a Delaware corporation (the “Seller”), Merrill Lynch & Co., Inc., a Delaware corporation (the “Seller Parent”), and AEGON USA, Inc., an Iowa corporation (the “Buyer”).

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