ASSIGNMENT OF LETTER AGREEMENT
Exhibit 8(iii)
This Assignment (the “Assignment”) to the Administrative Letter Agreement (as defined
below) is made effective as of the Effective Date (as defined below) by and between Janus
Capital Management LLC (the “Adviser”), and ML Life Insurance Company of New York, a
subsidiary of AEGON USA, Inc., (the “New Company”) as successor-in-interest to the former
ML Life Insurance Company of New York (the “Company”).
RECITALS
WHEREAS, the Adviser and the Company are parties to a Fund Participation Agreement
dated as of May 11, 2007, (collectively, the “Agreement”); and
WHEREAS, effective December 28, 2007 (“Effective Date”), the Company was purchased by
AEGON USA, Inc (the “Transaction”); and
WHEREAS, the Transaction may be deemed an assignment by the Company of all of its rights
and obligations under the Agreement to the New Company,
NOW THEREFORE, in consideration of the foregoing recitals and the mutual
agreements contained herein, the parties agree as follows:
1. Effective Date of Assignment. This Assignment shall be effective as
of the Effective Date.
2. Assignment and Assumption. The Company assigns and transfers to the New
Company all of its rights and obligations under the Agreement, and New Company accepts the
Assignment and assumes and agrees to perform, from the Effective Date, all obligations
pursuant to the Agreement.
3. Consent. The Adviser consents to this Assignment and agrees to perform,
from the Effective Date, as direct obligations to the New Company, all of its
obligations pursuant to the Agreement.
IN WITNESS WHEREOF, the parties hereto have executed this Assignment and Consent as
of the Effective Date:
| JANUS CAPITAL MANAGEMENT LLC | ML LIFE INSURANCE COMPANY OF NEW YORK | |||||||||||||
By:
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/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ | By: | /s/ ▇▇▇▇▇ ▇ ▇▇▇▇▇▇▇▇▇▇ | |||||||||||
| Name: | ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ | Name: | ▇▇▇▇▇ ▇ ▇▇▇▇▇▇▇▇▇▇ | |||||||||||
| Title: | Sr. Vice President | Title: | President | |||||||||||