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EXHIBIT (8)(i)
REIMBURSEMENT AGREEMENT
Agreement, dated as of February 3, 1992 between Xxxxxxx Xxxxx
Investment Management, Inc., doing business as Xxxxxxx Xxxxx Asset Management,
("MLAM") and Xxxxxxx Xxxxx Life Agency, Inc. ("MLLA").
WHEREAS, MLAM is the investment adviser for Xxxxxxx Xxxxx
Variable Series Funds, Inc. (the "Fund"), a series fund presently consisting of
ten separate portfolios and which may consist of additional portfolios in the
future (the "Portfolios"); and
WHEREAS, shares of the Fund are held by various separate
accounts to fund benefits under variable annuity contracts issued by Family
Life Insurance Company, Xxxxxxx Xxxxx Life Insurance Co. and ML Life Insurance
Co. of New York (the "Contracts"); and
WHEREAS, MLLA is one of the principal distributors of the
Contracts; and
WHEREAS, MLAM and the Fund are parties to investment advisory
agreements with respect to the Portfolios which provide for an expense
limitation which, in general terms, requires that MLAM reimburse the Fund for
ordinary operating expenses to the extent required under the most restrictive
expense limitation set forth in state securities laws or regulations thereunder
(the "Investment Advisory Agreements"); and
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WHEREAS, MLLA and MLAM desire to further limit such ordinary
operating expenses of the present Portfolios of the Fund and Portfolios which
may be created in the future;
NOW, THEREFORE, in consideration of the premises and the
mutual promises and covenants hereinafter set forth, it is hereby agreed that:
1. Commencing on February 10, 1992, MLLA shall:
a. reimburse the Fund with respect to each
Portfolio in an amount equal to the amount by which the aggregate operating
expenses of such Portfolio during such period less interest, taxes, brokerage
fees and commissions and extraordinary charges such as litigation costs during
such period exceed 1.25% of the average daily net assets of such Portfolio; and
b. indirectly reimburse the Fund, by reimbursing
MLAM, with respect to any amounts MLAM is required to pay and does pay to the
Fund by reduction of its fee pursuant to the expense limitation provisions of
the Investment Advisory Agreement.
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2. This Agreement may not be amended, modified or
terminated except pursuant to a writing executed on behalf of each of the
parties hereto.
XXXXXXX XXXXX INVESTMENT MANAGEMENT, INC.
By /s/ XXXXX X. XXXXX
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Xxxxx X. Xxxxx
XXXXXXX XXXXX LIFE AGENCY, INC.
By /s/ XXXXXXX X. XXXXX
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Xxxxxxx X. Xxxxx
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