Exhibit 8(b)
AMENDMENT
TO THE
TRANSFER
AGENCY, DIVIDEND DISBURSING AGENCY AND
SHAREHOLDER SERVICING AGENCY AGREEMENT
WHEREAS, Financial Data Services, Inc. ("FDS") and Mercury V.I.
Funds, Inc., (formerly known as Mercury Asset Management V.I. Funds, Inc.), (the
"Fund"), on behalf of itself and certain of its series, entered into a
Transfer Agency, Dividend Disbursing Agency and Shareholder Servicing Agency
Agreement, as amended (the "Agreement"); and
WHEREAS, the parties hereto desire to amend the Agreement to reflect the
renaming of certain series of the Fund.
NOW, THEREFORE, FDS and the Fund hereby amend the Agreement as follows:
The parties agree that the terms of the Agreement shall apply to all
series of the Fund set forth in Exhibit "A" attached to this
Agreement, which shall become a part of the Agreement and shall be effective as
of May 1, 2002.
IN WITNESS HEREOF, the parties hereto have executed this Amendment as of
this 1st day of May, 2002.
MERCURY V.I. FUNDS, INC.
By: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: First Vice President & Treasurer
FINANCIAL DATA SERVICES, INC.
By: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇
Vice President
Exhibit "A"
Individual Series of Mercury V.I. Funds, Inc.
o Merrill ▇▇▇▇▇ Large Cap Growth V.I. Fund
o Mercury V.I. Pan European Growth Fund
Amended as of May 1, 2002.