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STOCK SALE
AGREEMENT
The Agreement dated as of November 1, 1983, between NEW YORK LIFE INSURANCE
AND ANNUITY CORPORATION, a stock company organized under the laws of Delaware
("NYLIAC"), and NEW YORK LIFE MFA SERIES FUND, INC., a corporation organized
under the laws of Maryland (the "MFA Series Fund"):
WITNESSETH:
WHEREAS, the MFA Series Fund will serve as the investing medium for
separate accounts established by NYLIAC ("Separate Accounts") under Section 2932
of the Delaware Insurance Code; and
WHEREAS, the MFA Series Fund desires to sell its shares to the Separate
Accounts, to NYLIAC itself and to organizations approved by NYLIAC (the Separate
Accounts, NYLIAC and the other organizations being herein collectively called
"Prospective Purchasers"); and
WHEREAS, some of the Prospective Purchasers now desire to purchase shares
of the MFA Series Fund and other Prospective Purchasers may desire to do so.
NOW, THEREFORE, in consideration of the premises and of the mutual
covenants herein contained and other good and valuable consideration the receipt
whereof is hereby acknowledged, the parties hereto, intending to be legally
bound hereby, agree as follows:
1. Sales of Shares to Prospective Purchasers. The MFA Series Fund will sell
its shares at the "net asset value" of such shares (as defined in the
preliminary prospectus, dated August 24, 1983,
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forming part of the registration statement of the MFA Series Fund (No. 2-86082
under the Securities Act of 1933) to such of the Prospective Purchasers as shall
request the MFA Series Fund to sell its shares to them. Such sales will be made
by the MFA Series Fund in such amounts as may be requested from time to time by
the Prospective Purchasers at the net asset value as next determined after any
such request is received by the MFA Series Fund. The MFA Series Fund will take
such steps as may be necessary to provide a sufficient number of its shares to
meet the requests of the Prospective Purchasers. Neither NYLIAC nor any of the
other Prospective Purchasers shall be under any obligation to purchase shares
of the MFA Series Fund at any time or in any amount.
2. No Sales to Others; Redemptions. The MFA Series Fund will not, so long
as this Agreement remains in effect,
(a) sell its shares to any person other than Prospective Purchasers;
or
(b) change the terms and conditions for the redemption of its shares
set forth in the preliminary prospectus referred to in paragraph 1.
3. Termination of Agreement. This Agreement may be terminated at any time
by NYLIAC on 360 days' written notice to the MFA Series Fund or by the MFA
Series Fund on 360 days' written notice to NYLIAC.
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4. Notices. Any notice under this Agreement shall be in writing and if to
the MFA Series Fund, delivered or mailed postage prepaid to it at 000 Xxxx
Xxxxxx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, or at any other address that the
MFA Series Fund may hereafter designate by written notice to NYLIAC, and
if to NYLIAC, delivered or mailed postage prepaid to it at 00 Xxxxxxx
Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, or at any other address that NYLIAC may
hereafter designate by written notice to the MFA Series Fund.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed in their corporate name, and their respective corporate seals to be
affixed and attached, all as of the date first above written.
NEW YORK LIFE INSURANCE
AND ANNUITY CORPORATION
[Corporate Seal] By
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President
Attest:
[SIG]
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Assistant Secretary
NEW YORK LIFE MFA SERIES FUND, INC.
By [SIG]
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President
Attest:
[SIG]
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Assistant Secretary
