EXHIBIT (8)(b)(2) 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:
|
/s/ Illegible | By: | Alliance Capital Management Corporation, | |||||||
| Assistant Secretary | its General Partner | |||||||||
| /s/ Illegible | ||||||||||
(SEAL) |
||||||||||
| ALLIANCE FUND DISTRIBUTIORS INC. | ||||||||||
Attest:
|
/s/ Illegible | By: | /s/ Illegible | |||||||
| Assistant Secretary | ||||||||||
(SEAL) |
||||||||||
| ML Life Insurance Company of New York | ||||||||||
Attest:
|
/s/ Illegible | By: | /s/ Illegible | |||||||
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