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EXHIBIT 1.A.(8)(b)
AGREEMENT
AGREEMENT dated as of February 1, 1993, by and between Xxxxxxx Xxxxx
Life Insurance Company ("MLLIC"), an Arkansas corporation, on its own behalf
and on behalf of the Xxxxxxx Xxxxx Variable Life Separate Account (the
"Separate Account"), and Xxxxxxx Xxxxx Funds Distributor, Inc. ("MLFD").
W I T N E S S E T H :
WHEREAS, the Separate Account is a separate account established and
maintained by MLLIC pursuant to the laws of the State of Arkansas for certain
variable life insurance contracts issued by MLLIC;
WHEREAS, the Separate Account is registered as a unit investment trust
under the Investment Company Act of 1940 ("Investment Company Act");
WHEREAS, the Xxxxxxx Xxxxx Series Fund, Inc. ("Series Fund") ia
registered as an open-end management investment company organized as a series
fund under the investment Company Act and MLFD, pursuant to a written
agreement, is acting as the principal underwriter for the Series Fund;
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WHEREAS, the Series Fund is offering shares of ten of its portfolios
to the Separate Account;
WHEREAS, to the extent permitted by applicable insurance laws and
regulations, MLLIC intends to purchase shares in each of the offered portfolios
on behalf of the Separate Account to fund the variable life insurance contracts
and MLFD is authorized to sell such shares to unit investment trusts such as
the Separate Account at no-load;
NOW, THEREFORE, MLLIC and MLFD hereby agree as follows:
1. MLFD agrees that it will sell to the Separate Account those
shares of the Series Fund which the Separate Account orders, executing such
orders on a daily basis at the net asset value next computed after receipt of
the order for the shares of the portfolios of the Series Fund.
2. All purchases of shares in the Series Fund by MLLIC for its
Separate Account from MLFD shall be at net asset value and no commission shall
be payable to MLFD.
3. A purchase of Fund shares shall be settled within five
business days after the transaction is effected.
4. This Agreement shall remain in effect until terminated by the
mutual written consent of the parties hereto.
5. This Agreement shall be subject to the provisions of the
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Investment Company Act, the Securities Act of 1933 and the Securities Exchange
Act of 1934 and the rules and regulations, and rulings thereunder, including
such exceptions from those statutes, rules and regulations as the Securities
and Exchange Commission may grant, and the terms hereof shall be interpreted
and construed in accordance therewith.
6. If any provision of this Agreement shall be held or made
invalid by a court decision, statute, rule or otherwise, the remainder of this
Agreement shall not be affected thereby.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be duly executed as of the day and year first above written.
XXXXXXX XXXXX LIFE INSURANCE COMPANY
Attest: By: /s/ XXXX X. XXXXXXXXX
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Name: Xxxx X. Xxxxxxxxx
Title: Vice President &
/s/ XXXXX X. XXXXX Senior Counsel
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Xxxxx X. Xxxxx
XXXXXXX XXXXX FUNDS
DISTRIBUTOR, INC.
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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