Amendment No. 8 to Participation Agreement (AllianceBernstein)
AMENDMENT TO
The Participation Agreement (the “Agreement”), dated December 12, 1996, as amended, by and
among Alliance Capital Management L.P. (“Adviser”), a Delaware limited partnership, Alliance Fund
Distributors, Inc. (“Distributor”), a Delaware corporation and ML Life Insurance Company of New
York (“MLNY”), a New York life insurance company, is hereby amended as follows:
The following is added under: “Section 2 Processing Transactions” before Section 2.1:
The Parties agree to communicate, process and settle purchase and redemption
transactions for Shares (collectively, “Share transactions”) via the Fund/SERV and
Networking systems of the National Securities Clearing Corporation (hereinafter, “NSCC”).
MLNY and Distributor each represents and warrants that it: (a) has access to the
facilities of the NSCC, (b) has met and will continue to meet all of the requirements to
participate in Fund/SERV and Networking, and (c) intends to remain at all times in
compliance with the then current rules and procedures of NSCC, all to the extent necessary
or appropriate to facilitate such communications, processing, and settlement of Share
transactions. Distributor agrees to provide MLNY with account positions and activity data
relating to Share transactions via Networking. MLNY shall pay for Shares by the scheduled
close of federal funds transmissions on the same Business Day on which it places an order
to purchase Shares in accordance with this section. Payment shall be in federal funds
transmitted by wire from the Settling Bank (on behalf of MLNY) to the NSCC.
For purposes of this Agreement, “Fund/SERV” shall mean NSCC’s system for automated,
centralized processing of mutual fund purchase and redemption orders, settlement, and
account registration; “Networking” shall mean NSCC’s system that allows mutual funds and
life insurance companies to exchange account level information electronically; and
“Settling Bank” shall mean the entity appointed to perform such settlement services on
behalf of the Alliance Variable Products Series Fund, Inc., which agrees to abide by
NSCC’s then current rules and procedures insofar as they relate to same day funds
settlement. In all cases, processing and settlement of Share transactions shall be done in
a manner consistent with applicable law.
In the event that any Party is prohibited from communicating, processing or settling
Share transactions via Fund/SERV or Networking, such Party shall notify the other Parties.
After all Parties have been notified, the provisions of this Section 2 shall apply.
All other terms and provisions of the Agreement not amended herein shall remain in full force and effect.
| Effective as of Date: , 2002 | ||||||||
| ALLIANCE CAPITAL MANAGEMENT L.P. | ||||||||
Attest:
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[ILLEGIBLE]
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By: Alliance Capital Management Corporation, its General Partner |
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| [ILLEGIBLE] | ||||||||
(SEAL) |
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| ALLIANCE FUND DISTRIBUTORS, INC. | ||||||||
Attest:
|
[ILLEGIBLE]
|
By: [ILLEGIBLE]
|
||||||
(SEAL) |
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| ML Life Insurance Company of New York | ||||||||
Attest:
|
[ILLEGIBLE]
|
By: [ILLEGIBLE]
|
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