AMENDMENT NO. 1 TO PARTICIPATION AGREEMENT BETWEEN DAVIS NEW YORK VENTURE FUND, DAVIS DISTRIBUTORS, LLC AND

EXHIBIT (8)(j)(1)

AMENDMENT NO. 1 TO PARTICIPATION AGREEMENT (▇▇▇▇▇)

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AMENDMENT NO. 1 TO PARTICIPATION AGREEMENT

BETWEEN ▇▇▇▇▇ NEW YORK VENTURE FUND, ▇▇▇▇▇ DISTRIBUTORS, LLC AND

ML LIFE INSURANCE COMPANY OF NEW YORK

THIS AMENDMENT, dated as of the 1^st day of March, 2005, by and among ▇▇▇▇▇ New York Venture Fund, a Maryland corporation (the “Fund”), ▇▇▇▇▇ Distributors, LLC, a Delaware company (the “Underwriter”) and ML Life Insurance Company of New York (the “Company”),

WITNESSETH

WHEREAS, the Fund, the Underwriter and the Company heretofore entered into a Participation Agreement dated August 28, 2002, (the “Agreement”) with regard to separate accounts established for variable life insurance and/or variable annuity contracts offered by the Company, and

WHEREAS, the Fund, the Underwriter and the Company desire to amend Schedule A to the Agreement in accordance with the terms of the Agreement

NOW, THEREFORE, in consideration of the above premises, the Fund, the Underwriter and the Company hereby agree

 

1.

Amendment Schedule A, as applicable, to the Agreement is amended to read in its entirety as the Schedule A attached hereto

 

2.

Effectiveness The revised Schedule A of the Agreement shall be effective as of the date hereof

 

3.

Continuation Except as set forth above, the Agreement shall remain in full force and effect in accordance with its terms

 

4.

Counterparts This Amendment may be executed in one or more counterparts, each of which shall be deemed to be an original

(Signatures located on following page)

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IN WITNESS WHEREOF, the Fund, the Underwriter and the Company have caused this Amendment to be executed by their duly authorized officers effective as of the day and year first above written.

 

 

▇▇▇▇▇ NEW YORK VENTURE FUND						ML LIFE INSURANCE COMPANY OF NEW YORK
By		/s/ ▇▇▇▇▇▇ ▇▇▇▇				By		/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇.
Name		▇▇▇▇▇▇ ▇▇▇▇				Name		▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇.
Title		Vice President				Title		Vice Present & Senior Counsel
Date		February 25, 2005				Date		3/3/05
PIMCO FUNDS DISTRIBUTORS LLC
By		/s/ ▇▇▇▇▇▇ ▇▇▇▇
Name		▇▇▇▇▇▇ ▇▇▇▇
Title		Vice President
Date		February 25, 2005

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Schedule A

SEPARATE ACCOUNTS UTILIZING THE FUNDS

ML of New York Variable Annuity Separate Account D

CONTRACTS FUNDED BY THE SEPARATE ACCOUNTS

▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇ Annuity

Contract No. MLNY-VA-006

▇▇▇▇▇▇▇ ▇▇▇▇▇ Investor Choice^SM Annuity

Contract No. MLNY-VA-010

As of March 4, 2005