EXHIBIT (b)(8)(e)
A G R E E M E N T
AGREEMENT, dated as of January 11, 1993, between Xxxxxxx Xxxxx
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Variable Series Fund, Inc., a Maryland corporation (the "Company"), and ML Life
Insurance Company of New York, a New York corporation ("ML of New York").
WHEREAS, through Xxxxxxx Xxxxx Funds Distributor, Inc. (the
"Distributor"), the Company proposes to issue to ML of New York shares of the
Common Stock of the Company's Domestic Money Market Fund (the "Shares");
WHEREAS, it is anticipated that on any particular day on which the net
asset value per share of the Shares is determined, the net income of the
Domestic Money Market Fund (the "Fund") may be negative; and
WHEREAS, if the net income of the Fund is negative, it may be
necessary to reduce the number of outstanding Shares and, accordingly, it may be
necessary for ML of New York to return to the Company a certain number of Shares
held by it to effect such reduction;
NOW, THEREFORE, in consideration of the mutual promises and covenants
hereinafter set forth, the parties hereto hereby agree:
1. The Company shall cause the Distributor to sell the Shares to ML
of New York.
2. As long as it shall be the intention of the Company to maintain
the net asset value per share of the Fund at $1.00, on any day on which (a) the
net asset value per share of the Shares is determined, (b) Xxxxxxx Xxxxx Asset
Management, Inc. ("MLAM") determines, in the manner described in the then
current Prospectus of the Company (the "Prospectus"), that the net income of the
Fund on such day is negative, and (c) MLAM delivers a certificate to the
Transfer Agent (as defined in the Prospectus) setting forth the reduction in the
number of outstanding Shares to be effected as described in the Prospectus in
connection with such determination, ML of New York agrees to return to the
Company its pro rata share of the number of Shares to be reduced and agrees
that, upon delivery of such certificate, (a) its ownership interest in the
Shares so to be returned shall immediately cease, (b) such Shares shall be
deemed to have been cancelled and to be no longer outstanding, and (c) all
rights in respect of such Shares shall cease.
3. It is hereby agreed that, notwithstanding that the Distributor no
longer sells Shares to ML of New York, as long as ML
of New York shall hold Shares, it shall be bound by the terms of this Agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be executed by their duly authorized officers as of the day and year first above
written.
XXXXXXX XXXXX VARIABLE SERIES
FUNDS, INC.
By: /s/ XXXXXX XXXXXX
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Xxxxxx Xxxxxx
Attest:
/s/ XXXXXXX X. XXXXXXXXXXX
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Xxxxxxx X. Xxxxxxxxxxx
ML LIFE INSURANCE COMPANY OF NEW YORK
By: /s/ XXXX X. XXXXXXXXX
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Xxxx X. Xxxxxxxxx
Attest:
/s/ XXXXX X. XXXXX
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Xxxxx X. Xxxxx
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