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EXHIBIT 1.A.(8)(c)
AGREEMENT
AGREEMENT effective as of February 1, 1993 between Xxxxxxx
Xxxxx Life Insurance Company ("MLLIC"), an Arkansas corporation, and Xxxxxxx
Lynch, Pierce, Xxxxxx & Xxxxx Incorporated ("MLPF&S"), Delaware corporation.
WHEREAS, Xxxxxxx Xxxxx Variable Life Separate Account ("Separate
Account") is a separate investment account of MLLIC registered under the
Investment Company Act of 1940 ("Investment Company Act") as a unit investment
trust, which serves as the investment vehicle for premiums received under
certain variable life insurance contracts issued by MLLIC and the Separate
Account ("Contracts"), and
WHEREAS, The Xxxxxxx Xxxxx Fund of Stripped "Zero" U.S. Treasury
Securities, Series A and any subsequent series ("Trust") is a unit investment
trust sponsored by MLPF&S that will have several portfolios ("Portfolios") and
the Trust is registered as a unit investment trust under the Investment Company
Act, and
WHEREAS, MLLIC seeks a unit investment trust as the underlying
investment medium for certain designated investment divisions of the Separate
Account that will be sold to the Separate Account and
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that will be designed to enable the Separate Account to provide contract owners
with a stable rate of return, and
WHEREAS, MLPF&S desires to make the various portfolios of the Trust
available to MLLIC for the investment of amounts allocated under the Contracts
to the designated investment divisions of the Separate Account.
NOW, THEREFORE, in consideration of the mutual promises contained
here, the parties agree as follows:
1. MLLIC shall invest in the Trust assets of the Separate Account
held in investment divisions designated for such investment, provided that
MLPF&S fulfills the obligations set forth in paragraphs 2 through 6.
2. Until the securities of any particular Portfolio of the Trust
mature, MLPF&S will make units representing interests in that Portfolio
("Units") available continuously for purchase by MLLIC for investment of assets
of designated investment divisions of the Separate Account, either by selling
Units currently held in inventory or by creating new Units, except that MLPF&S
shall not be obligated to create new Units if the underlying portfolio
securities are unavailable.
3. Units of the Trust will be sold to the Separate Account at an
offering price that is the sum of the net asset value of the
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Units, uniformly computed on any given day based upon either a daily or weekly
computation, using the offering side evaluation of the portfolio securities,
and the transaction charge as set forth in the current Prospectus of the Trust.
Such transaction charges as set forth in the current Prospectus of the
Trust are subject to change hereafter, by mutual agreement, provided that any
new rate established does not exceed the rate ordinarily paid by a dealer to
acquire similar securities, and provided that the transaction charge shall not
be increased if the staff of the Securities and Exchange Commission expresses
an objection to such change or, if MLLIC believes necessary, unless an order of
the Securities and Exchange Commission providing appropriate exemptive relief
is obtained.
4. MLPF&S will continuously maintain a secondary market in Units
of each Portfolio and will repurchase Units held by the Separate Account at a
price equal to the net asset value of the Units, based upon the offering side
evaluation of the underlying securities of the applicable Portfolios.
5. MLPF&S may, at its discretion, redeem Units of the Trust that
it has purchased in the secondary market, provided that it redeem Units only in
an amount that substantially equal the value
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of one or more securities held in the affected Portfolio, so that uninvested
cash generated by a redemption is DE MINIMIS.
6. The underlying securities of the Trust will be evaluated by a
qualified entity that is not affiliated with MLPF&S.
The terms used in this Agreement shall be construed in accordance with
the investment Company Act, and this Agreement shall be governed by and
construed in accordance with the laws of the State of Delaware.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be duly executed as of the day and year first written above.
XXXXXXX XXXXX LIFE INSURANCE COMPANY
Attest: By: /s/ XXXX X.XXXXXXXXX
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Name: Xxxx X. Xxxxxxxxx
Title: Vice President &
Senior Counsel
/s/ XXXXX X. XXXXX
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Xxxxx X. Xxxxx
XXXXXXX LYNCH, PIERCE, XXXXXX &
XXXXX INCORPORATED
Attest: By: /s/ XXXXXXX X. XXXXXXXXX, XX.
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Name: Xxxxxxx X. Xxxxxxxxx, Xx.
Title: First Vice President
/s/ XXXXXXXX X. XXXXX
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Xxxxxxxx X. Xxxxx
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