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Exhibit 10.13
 ML LIFE INSURANCE COMPANY OF NEW YORK
NONAFFILIATED BROKER-DEALER
WHOLESALING AGREEMENT
  RECITALS
    Exhibit A
  1. APPOINTMENT
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2. REPRESENTATIONS
  a.
    
    Company represents to Distributor and Wholesaler that the Contracts and the
related
Separate Accounts have been duly registered with the SEC in accordance with the
requirements of the 1933 Act and the Investment Company Act of 1940 (1940 Act),
respectively, and the SEC rules promulgated thereunder, and comply with these and
all other applicable federal securities laws and regulations.b.
    
    Company represents to Distributor and Wholesaler that the Contracts have been
duly
filed with and approved for sale by the insurance departments of each state and other jurisdiction in which the Contracts are offered for sale.c.
    
    Company represents to Distributor and Wholesaler that the Contracts
prospectuses
included in the Companys registration statements and post-effective amendments
thereto, as have been filed or will be filed with the SEC, contain or will contain, as
of
their respective effective dates, all statements and information required to be stated
therein by the 1933 Act, and in all other respects conform or will conform with the
requirements of the 1933 Act.d.
    
    Distributor represents to Company and Wholesaler that it is duly registered
with the
SEC as a broker-dealer under the provisions of the Securities Exchange Act of 1934 (1934 Act) and is a member of FINRA.e.
    
    Wholesaler represents to Company and Distributor that it is duly registered
with the
SEC as a broker-dealer under the provisions of the 1934 Act and is a member of
FINRA. Wholesaler also represents to Company and Distributor that it is, or will be,
a licensed broker-dealer in any state or other jurisdiction in which it will perform
Wholesaling Services if that state or jurisdiction regulates the Contracts as securities
and requires Wholesaler to be a licensed broker-dealer to perform Wholesaling
Services and/or to sell the Contracts.f.
    
    Wholesaler represents to Company and Distributor that it is duly licensed
as an
insurance agent in each state and other jurisdiction in which it will perform Wholesaling Services.g.
    
    Wholesaler represents to Company and Distributor that each individual that
Wholesaler designates and authorizes to perform Wholesaling Services
(Wholesaling Agents) will be registered representatives of Wholesaler, will be duly
contracted or appointed by Company as an insurance producer, will be pre-approved
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by Distributor to perform Wholesaling Services, will be registered with FINRA in the
category of registration that is required to sell the Contracts, and will have all other
necessary securities and insurance licenses that are required to perform Wholesaling
Services and sell the Contracts in the states and other jurisdictions in which
Wholesaling Agents perform Wholesaling Services.h.
    
    Company, Distributor and Wholesaler each represents and warrants that, to the
extent applicable to their operations, they have adopted and will enforce policies and
procedures that are reasonably designed to comply with (i) all anti-money laundering
requirements of the USA Patriot Act (Act) and the regulations promulgated thereunder,
and (ii) all suspicious activity reporting and other reporting requirements of the Act
and the rules of FINRA and any other applicable administrative agency (Rules).
Company, Distributor and Wholesaler agree that their separate obligations to comply
with the applicable requirements of the Act and Rules, including the filing of any
reports, will not be diminished by any other party complying with its applicable
requirements under the Act and Rules.j.
    
    Company represents and warrants that all materials, including but not limited
to prospectus and any supplements for Contracts, training materials, illustration
software, brochures, marketing materials and policy forms (collectively Wholesaling
Materials), provided to Wholesaler in order for Wholesaler to perform Wholesaling
Services, comply with applicable insurance and state and federal securities laws, and
filing requirements if any, and will be true and accurate in all material respects and
will not contain any untrue statement of a material fact or omit to state a material
fact necessary in order to make the statements therein, in light of the circumstances
under which they were made, not misleading. Company acknowledges and agrees that
Wholesaler will be using and relying on Wholesaling Materials without independent
investigation or verification thereof.
 3. COMPLIANCE AND SUPERVISION
 a.
    
    Wholesaler agrees that in providing Wholesaling Services, Wholesaler and its
Wholesaling Agents will fully comply with all applicable rules and regulations of the
SEC and FINRA, including without limitation FINRAs Conduct Rules, and will
comply with all applicable rules and regulations of the states and other jurisdictions
in
which Wholesaling Services are performed. Wholesaler further agrees that it and its
Wholesaling Agents will conform to all applicable policies and procedures of
Company, as such policies and procedures may be amended from time to time, to the
extent that they do not conflict with the terms of this Agreement.b.
    
    Wholesaler agrees that it will establish and maintain compliance and
supervisory
rules and procedures for the supervision of Wholesaling Agents, and that it will
diligently supervise its Wholesaling Agents in regard to their performance of
Wholesaling Services. Wholesalers supervisory responsibilities shall include, but
shall not be limited to, ensuring that (1) all Wholesaling Agents are registered
representatives of Wholesaler, (2) all Wholesaling Agents have all necessary
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securities and insurance licenses to perform the Wholesaling Services, (3) all Wholesaling
Agents are trained and qualified to perform the Wholesaling Services, (4) all Wholesaling
Agents use only advertising materials and sales literature that have been approved by Company,
as applicable under the circumstances, (5) all Wholesaling Agents use only current prospectuses
in performing Wholesaling Services, (6) Wholesaling Services are provided to only those
broker-dealers (and their registered representatives) that have been pre-approved by Company or
Distributor to receive such services, and (7) Wholesaling Services are conducted only in states
and other jurisdictions in which Company has authorized the solicitation of the Contracts.c.
    
    If Wholesaler discovers that any Wholesaling Agent has failed to comply with
Companys and/or Distributors standards or rules with regard to Wholesaling
Services, or if Wholesaler shall discover that any Wholesaling Agent has failed to
comply with the terms of this Agreement that relate to Wholesaling Services, and if
such failure constitutes a material breach of the aforementioned standards or rules or
of this Agreement, Wholesaler shall immediately notify Company and Distributor.
Also, Wholesaler shall immediately terminate the Wholesaling Agents authority to
perform Wholesaling Services.d.
    
    Upon the request of Company or Distributor, Wholesaler shall furnish to Company or
Distributor certification that Wholesaler has policies and procedures reasonably designed to achieve compliance with applicable securities laws and FINRA rules.e.
    
    Company will be solely responsible for conducting all due diligence reviews of all
broker-dealers and their registered representatives that are recommended by Wholesaler under Section 4 of this Agreement.f.
    
    Wholesaler agrees that it will not divulge any of Companys or Distributors
Confidential Information to any third party and will train and supervise the
Wholesaling Agents to ensure that they maintain the confidentiality of such
information. Notwithstanding the foregoing, Wholesaler shall not be restricted from
disclosing any of Companys or Distributors Confidential Information if it is
required to do so by any applicable state or federal laws, or by order of any court or
government agency that has jurisdiction over the parties upon prior written notice.
Furthermore, this restriction shall not apply to Confidential Information which,
without any breach by Wholesaler of any obligation of confidentiality: (1) is
independently developed by Wholesaler; (2) is or becomes publicly known; (3) is
already known by Wholesaler, evidenced by the written records of Wholesaler; or (4)
is obtained from an independent source. Confidential Information shall be defined
as all information communicated to Wholesaler by Company or Distributor relating to
the Company, Distributor, or their affiliates, during the term of this Agreement,
including but not limited to: 1) financial, business or technical information of the
Company, Distributor, or their affiliates, and 2) information regarding consumers,
customers or policy holders.
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Wholesaler also agrees to comply with the provisions of the Gramm-Leach-Bliley Act
(GLBA), the rules and regulations promulgated thereunder, SEC Regulation S-P and all
relevant state laws and regulations that may apply to Wholesalers and the Wholesaling
Agents receipt of any non-public personal information (as defined in GLBA, the
regulations thereunder, SEC Regulation S-P or relevant state laws and regulations) of
Companys customers, including without limitation purchasers and prospective purchasers
of the Contracts.
 4. LICENSING AND/OR APPOINTMENT OF RETAIL BROKER-DEALERS AND THEIR REGISTERED REPRESENTATIVES
  5. ADVERTISING, SALES LITERATURE AND OTHER SALES PROMOTION MATERIALS
  6. COMPENSATION
 a.
    
    All commissions and other compensation payable for Wholesaling Services shall
be
payable to Wholesaler in accordance with the Wholesaling Allowance Compensation
Schedules attached to this Agreement, as such Schedules may be amended from time
to time. Commissions and other compensation for Wholesaling Services related to
any particular Contract shall be determined in accordance with the Wholesaling
Allowance Compensation Schedule for that Contract that is in effect at the time that
premium payments for the Contract are received by Company. Company reserves the
right to amend any Wholesaling Allowance Compensation Schedule at any time upon
prior written notice to Wholesaler. The amendment of any Wholesaling Allowance
Compensation Schedule shall be effective as of the effective date set forth in the
written notice, and shall apply to all premiums for Contracts that are received by
Company on and after that date. The compensation to the Wholesaling Agent will be
governed by the agreement between Wholesaler and the Wholesaling Agent.b.
    
    If Company is required to refund premiums or return Contract values and waive
surrender charges on any Contract for any reason, then no commission or other
compensation for Wholesaling Services will be payable with respect to such premiums
and any commissions or other compensation for Wholesaling Services previously paid on
account of such premiums must be refunded to Company.
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c.
    
    For purposes of this section, Company is solely responsible for any Compensation
payable hereunder.
 7. HOLD HARMLESS AND INDEMNIFICATION PROVISIONS
  8. NON-ASSIGNABILITY OF AGREEMENT
  9. NON-WAIVER OF BREACH
  10. AMENDMENTS
  11. INDEPENDENT CONTRACTOR
  12. NOTIFICATION OF DISCIPLINARY PROCEEDINGS AND AGREEMENT TO COOPERATE IN
INVESTIGATIONS
 a.
    
    Wholesaler agrees to promptly notify Company and Distributor if Wholesaler
receives notice that any of the following actions have been taken, or are threatened to
be taken, against Wholesaler or any of its Wholesaling Agents in connection with the
Wholesaling Services: (1) any disciplinary proceeding by the SEC, FINRA, any securities
or insurance regulatory authority of any state or other jurisdiction, or any other
governmental agency or self-regulatory organization; (2) any civil lawsuit or criminal
indictment; or (3) any arbitration proceeding. In the event that any of the
aforementioned actions are taken or threatened, Wholesaler agrees to fully cooperate
with Company and Distributor in connection with any investigation that they may
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make of the claims against Wholesaler or its Wholesaling Agents in such regulatory
proceeding, civil lawsuit, criminal indictment or arbitration proceeding.b.
    
    Company, Distributor and Wholesaler jointly agree to fully cooperate with
each other, subject to the advice of their respective counsel, with regard to any
securities, insurance or other regulatory investigation or proceeding that may arise in
connection with or as a result of any Wholesaling Services.
 13. BOOKS AND RECORDS
 a.
    
    Company, Distributor and Wholesaler agree to maintain such books, accounts,
records and other documentation pertaining to Wholesaling Services and related sales
of Contracts (Books and Records) that are required to be maintained by applicable
laws and regulations, and shall preserve all such Books and Records for the periods
prescribed by such laws and regulations. Each party hereto shall maintain its Books
and Records so as to clearly and accurately disclose the nature and details of the
transactions covered thereby, including such accounting records that may be
necessary to correctly determine the compensation to be paid for Wholesaling
Services.b.
    
    If any party hereto shall request from any other party any report or other
information
pertaining to Wholesaling Services and related sales of Contracts for the purpose of
enabling the requesting party to comply with its record keeping and reporting
requirements under applicable laws and regulations, the party upon whom the request
is made shall, to the best of its ability, promptly furnish a copy of such report and/or
provide such information to the requesting party.
 14. LIMITATIONS
  15. TERMINATION
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16. NOTICES
  Company:
 
 Distributor:
 rd
 Wholesaler:
 
  17. BINDING EFFECT AND SEVERABILITY
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18. ENTIRE AGREEMENT
  19. GOVERNING LAW
  20. DISPUTE RESOLUTION
  21. EXECUTION IN COUNTERPARTS
  22. CAPTIONS
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23. TIME IS OF THE ESSENCE
  24. EFFECTIVE DATE
   ML Life Insurance Company of New York
 By:
    
    /s/ Brian C. ScottTitle:
    
    SVP
 Merrill Lynch, Pierce, Fenner & Smith Incorporated
 By:
    
    /s/ Barry G. Skolnick

Barry G. SkolnickTitle:
    
    First Vice President
 Transamerica Capital, Inc.
 By:
    
    /s/ Rob FrederickTitle:
    
    President
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WHOLESALING ALLOWANCE COMPENSATION SCHEDULE
 Annuity Contracts
 
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EXHIBIT A  WHOLESALE SERVICES
  
    
    At the request of BD, Company or Distributor, provide training on Contract features to
BD and its registered representatives (RRs) utilizing materials created and approved by Wholesaler, Company, Distributor and BD.
    
    Answer questions from BD and RRs regarding Contract features as represented in
Wholesale Materials.
    
    Complete insurance illustrations at the request of RRs for RRs to deliver to
prospective
Contract purchasers utilizing software provided by Company based on customer information provided by RRs.
    
    Assist BD with the review of Contract applications for completeness prior to forwarding
Contract applications to Company.
    
    Assist BD with processing commissions received by BD under selling group agreements
executed among BD, Company and Distributor.
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