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EXHIBIT 1.A.(8)(b)
AGREEMENT
AGREEMENT effective as of January 11, 1993 between ML
Life Insurance Company of New York ("ML of New York"), a New York corporation,
and Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated ("MLPF&S"), a Delaware
corporation.
WHEREAS, ML of New York Variable Life Separate
Account II ("Separate Account") is a separate investment account of ML of New
York registered under the Investment Company Act of 1940 ("Investment Company
Act") as a unit investment trust, which serves as the investment vehicle for
premiums received under certain variable life insurance contracts issued by ML
of New York and the Separate Account ("Contracts"), and
WHEREAS, The Xxxxxxx Xxxxx Fund of Stripped "Zero"
U.S. Treasury Securities, Series A and any subsequent series ("Trust") is a
unit investment trust sponsored by MLPF&S that will have several portfolios
("Portfolios") and the Trust is registered as a unit investment trust under the
Investment Company Act, and
WHEREAS, ML of New York seeks a unit investment trust
as the underlying investment medium for certain designated investment divisions
of the Separate Account that will be sold to the Separate Account and that will
be designed to enable the Separate Account to provide contract owners with a
stable rate of return, and
WHEREAS, MLPF&S desires to make the various
portfolios of the Trust available to ML of New York for the investment of
amounts allocated under the Contracts to the designated investment divisions of
the Separate Account.
NOW, THEREFORE, in consideration of the mutual
promises contained here, the parties agree as follows:
1. ML of New York shall invest in the Trust
assets of the Separate Account held in investment divisions designated for such
investment, provided that MLPF&S fulfills the obligations et forth in
paragraphs 2 through 6.
2. Until the securities of any particular
Portfolio of the Trust mature, MLPF&S will make units representing interest in
that Portfolio ("Units") available continuously for purchase by ML of New York
for investment of assets
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of designated investment divisions of the Separate Account, either by selling
Units currently held in inventory or by creating new Units, except that MLPF&S
shall not be obligated to create new Units if the underlying portfolio
securities are unavailable.
3. Units of the Trust will be sold to the
Separate Account at an offering price that is the sum of the net asset value of
the Units, uniformly computed on any given day based upon either a daily or
weekly computation, using the offering side evaluation of the portfolio
securities, and the transaction charge as set forth in the current Prospectus
of the Trust.
Such transaction charges as set forth in the current
Prospectus of the Trust are subject to change hereafter, by mutual agreement,
provided that any new rate established does not exceed the rate ordinarily paid
by a dealer to acquire similar securities, and provided that the transaction
charge shall not be increased if the staff of the Securities and Exchange
Commission expresses an objection to such change or, if ML of New York believes
necessary, unless an order of the Securities and Exchange Commission providing
appropriate exemptive relief is obtained.
4. MLPF&S will continuously maintain a secondary
market in Units of each Portfolio and will repurchase Units held by the
Separate Account at a price equal to the net asset value of the Units, based
upon the offering side evaluation of the underlying securities of the
applicable Portfolios.
5. MLPF&S may, at its discretion, redeem Units
of the Trust that it has purchased in the secondary market, provided that it
redeems Units only in an amount that substantially equal the value of one or
more securities held in the affected Portfolio, so that uninvested cash
generated by a redemption is de minimis.
6. The underlying securities of the Trust will
be evaluated by a qualified entity that is not affiliated with MLPF&S.
The terms used in this Agreement shall be construed
in accordance with the Investment Company Act, and this Agreement shall be
governed by and construed in accordance with the laws of the State of Delaware.
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ML LIFE INSURANCE COMPANY OF NEW YORK
Attest: By: /s/ XXXX X. XXXXXXXXX
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Name: Xxxx X. Xxxxxxxxx
Title: Vice President and Senior
Counsel
/s/ XXXXX X. XXXXX
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Xxxxx X. Xxxxx
XXXXXXX LYNCH, PIERCE, XXXXXX &
XXXXX INCORPORATED
Attest: By:/s/ XXXXXXX X. XXXXXXXXX, XX.
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Name: Xxxxxxx X. Xxxxxxxxx, Xx.
Title: First Vice President
/s/ XXXXXXXX X. XXXXX
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Xxxxxxxx X. Xxxxx
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