AMENDMENT NO. 1 TO PARTICIPATION AGREEMENT BETWEEN EATON VANCE MUTUAL FUNDS TRUST, EATON VANCE DISTRIBUTORS, INC. AND

EXHIBIT (8)(l)(1)

AMENDMENT NO. 1 TO PARTICIPATION AGREEMENT (XXXXX XXXXX)

AMENDMENT NO. 1 TO PARTICIPATION AGREEMENT

BETWEEN XXXXX XXXXX MUTUAL FUNDS TRUST, XXXXX XXXXX DISTRIBUTORS, INC. AND

ML LIFE INSURANCE COMPANY OF NEW YORK

THIS AMENDMENT, effective as of May 1, 2007, by and among Xxxxx Xxxxx Mutual Funds Trust, a Massachusetts business trust, (the “Trust”) and Xxxxx Xxxxx Distributors, Inc. a Massachusetts company (the “Underwriter”) and ML Life Insurance Company of New York, a New York life insurance company (the “Company”);

WITNESSETH:

WHEREAS, the Trust, the Underwriter and the Company heretofore entered into a Participation Agreement dated March 1, 2005, (the “Agreement”), with regard to separate accounts established for variable life insurance and/or variable annuity contracts offered by the Company; and

WHEREAS, the Trust, the Underwriter, and the Company desire to amend Schedule B to the Agreement in accordance with the terms of the Agreement.

NOW, THEREFORE, in consideration of the above premises, the Trust, the Underwriter and the Company hereby agree:

1. Amendment.

(a) Schedule B to the Agreement is amended in its entirety and is replaced by the Schedule B attached hereto;

(b) Article X Notices of the agreement is hereby amended as follows:

If to the Company:         Xxxxx X. Xxxxxxxx, Esquire

Senior Vice President & General Counsel

1700 Xxxxxxx Xxxxx Drive, 3rd Floor

Xxxxxxxxxx, New Jersey 08534

2. Effectiveness. The amended Agreement shall be effective as of the date first above written.

3. Continuation. Except as set forth above, the Agreement shall remain in full force and effective in accordance with its terms.

4. Counterparts. This Amendment may be executed in one or more counterparts, each of which shall be deemed to be an original.

(Signatures located on following page)

IN WITNESS WHEREOF, the Trust, the Underwriter and the Company have caused the Amendment to be executed by their duly authorized officers effective as of the day and year first above written.

XXXXX XXXXX MUTUAL FUNDS TRUST						ML LIFE INSURANCE COMPANY OF NEW YORK
By:		/s/ Xxxxxxx Xxxxxxxx				By:		/s/ Xxxxxx Xxxxxxxxx
Name:		Xxxxxxx Xxxxxxxx				Name:		Xxxxxx Xxxxxxxxx
Title:		Treasurer				Title:		Vice President & Senior Counsel
Date:		4/13/07				Date:		4/13/07
XXXXX XXXXX DISTRIBUTORS, INC.
By:		/s/ Xxxx Xxxxxxx
Name:		Xxxx Xxxxxxx
Title:		Vice President-Marketing Director of Retirement Plans
Date:		4/13/07

Schedule B

FUNDS AVAILABLE UNDER THE CONTRACTS

Xxxxx Xxxxx Floating-Rate Fund – Class A Shares

Xxxxx Xxxxx Large Cap Value Fund – Class A Shares

SEPARATE ACCOUNTS UTILIZING THE FUNDS

ML of New York Variable Annuity Separate Account D

CONTRACTS FUNDED BY THE SEPARATE ACCOUNTS

Xxxxxxx Xxxxx Investor Choice^SM Annuity – XXX Series

As of May 1, 2007