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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 23, 1997
REGISTRATION NO. 33-45380
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM N-4
REGISTRATION STATEMENT UNDER THE [_]
SECURITIES ACT OF 1933
PRE-EFFECTIVE AMENDMENT NO. [_]
POST-EFFECTIVE AMENDMENT NO. 11 [X]
AND
REGISTRATION STATEMENT UNDER THE [_]
INVESTMENT COMPANY ACT OF 1940
AMENDMENT NO. 11 [X]
(CHECK APPROPRIATE BOX OR BOXES)
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ML OF NEW YORK VARIABLE ANNUITY SEPARATE ACCOUNT B
(EXACT NAME OF REGISTRANT)
ML LIFE INSURANCE COMPANYOF NEW YORK
(NAME OF DEPOSITOR)
100 CHURCH STREET
11TH FLOOR
NEW YORK, NEW YORK 10080-6511
(212) 602-8250
(ADDRESS AND TELEPHONE NUMBER OF PRINCIPAL EXECUTIVE OFFICES)
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BARRY G. SKOLNICK, ESQ.
SENIOR VICE PRESIDENT AND GENERAL COUNSEL
ML LIFE INSURANCE COMPANY OF NEW YORK
800 SCUDDERS MILL ROAD
PLAINSBORO, NEW JERSEY 08536
COPY TO:
STEPHEN E. ROTH, ESQ.
SUTHERLAND, ASBILL & BRENNAN, L.L.P.
1275 PENNSYLVANIA AVENUE, NW
WASHINGTON, D.C. 20004-2404
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The Registrant has registered an indefinite amount of securities pursuant to
Rule 24f-2 under the Investment Company Act of 1940. The Rule 24f-2 notice for
fiscal year 1996 was filed on February 26, 1997.
It is proposed that this filing will become effective (check appropriate
space):
[_]immediately upon filing pursuant to paragraph (b) of Rule 485
[X]on May 1, 1997 pursuant to paragraph (b) of Rule 485
(date)
[_]60 days after filing pursuant to paragraph (a) of Rule 485
[_]on ______________ pursuant to paragraph (a) of Rule 485
(date)
EXHIBIT INDEX CAN BE FOUND ON PAGE C-11
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CROSS REFERENCE SHEET
(AS REQUIRED BY RULE 495(A) UNDER THE 1933 ACT)
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N-4 ITEM NUMBER AND CAPTION LOCATION
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PART A
1. Cover Page................. Cover Page
2. Definitions................ Definitions
3. Synopsis................... Fee Table
4. Condensed Financial
Information................ Accumulation Unit Value Table; Yields and
Total Returns
Part B: Calculation of Yields and Total
Returns
5. General Description of
Registrant, Depositor, and
Portfolio Companies........ ML Life Insurance Company of New York;
The Accounts; Investments of the Accounts
6. Deductions and Expenses.... Capsule Summary of the Contract (Fees and
Charges; Transfers; Withdrawals); Charges
and Deductions; Description of the
Contract (Accumulation Units; Transfers;
Withdrawals and Surrenders; Payments to
Contract Owners)
7. General Description of
Variable Annuity
Contracts................. Capsule Summary of the Contract (The
Accounts; The Funds; Premiums; Annuity
Payments; Transfers; Withdrawals; Ten Day
Review); The Accounts; Description of the
Contract; Other Information (Voting
Rights; State Regulation)
8. Annuity Period............. Capsule Summary of the Contract (Annuity
Payments); Description of the Contract
(Annuity Date; Annuity Options)
9. Death Benefit.............. Capsule Summary of the Contract (Death
Benefit); Description of the Contract
(Death Benefit; Death of Annuitant);
Federal Income Tax (Taxation of Annuities)
10. Purchases and Contract
Value...................... Capsule Summary of the Contract (The
Accounts; Premiums); Description of the
Contract (Premiums; Premium Investments;
Accumulation Units); Other Information
(Reports to Contract Owners)
Part B: Other Information (Principal
Underwriter)
11. Redemptions................ Capsule Summary of the Contract (Ten Day
Review); Charges and Deductions;
Description of the Contract (Issuing the
Contract; Ten Day Right to Review;
Withdrawals and Surrenders; Payments to
Contract Owners; Annuity Options)
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<TABLE>
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N-4 ITEM NUMBER AND CAPTION LOCATION
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12. Taxes....................... Capsule Summary of the Contract (Fees and
Charges; Withdrawals) Charges and
Deductions (Premium Taxes; Other Charges);
Description of the Contract (Accumulation
Units; Death Benefit; Withdrawals and
Surrenders; Annuity Options) Federal
Income Taxes
13. Legal Proceedings........... Other Information (Legal Proceedings)
14. Table of Contents of the
Statement of Additional
Information................. Table of Contents of the Statement of
Additional Information
PART B
15. Cover Page.................. Cover Page
16. Table of Contents........... Table of Contents
17. General Information and
History..................... Part A: ML Life Insurance Company of New
York; The Accounts; Investments of the
Accounts Part B: Other Information
(General Information and History)
18. Services.................... Part A: Other Information (Experts)
Part B: Administrative Services
Arrangements
19. Purchase of Securities Being
Offered..................... Part A: Other Information (Selling the
Contract)
20. Underwriters................ Part A: Other Information (Selling the
Contract)
Part B: Other Information (Principal
Underwriter)
21. Calculation of Performance
Data........................ Part A: Yields and Total Returns
Part B: Calculation of Yields and Total
Returns
Part B: Calculation of Yields and Total
Returns
22. Annuity Payments............ Part A: Capsule Summary of the Contract
(Annuity Payments); Description of the
Contract (Annuity Date; Annuity Options)
23. Financial Statements........ Other Information (Financial Statements);
Financial Statements of ML of New York
Variable Annuity Separate Account A;
Financial Statements of ML of New York
Variable Annuity Separate Account B;
Financial Statements of ML Life Insurance
Company of New York.
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PART C
Information required to be included in Part C is set forth under the
appropriate item, so numbered in Part C to this Registration Statement.
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PROSPECTUS
MAY 1, 1997
ML OF NEW YORK VARIABLE ANNUITY SEPARATE ACCOUNT A
AND
ML OF NEW YORK VARIABLE ANNUITY SEPARATE ACCOUNT B
FLEXIBLE PREMIUM INDIVIDUAL DEFERRED VARIABLE ANNUITY CONTRACT
ALSO KNOWN AS
MODIFIED SINGLE PREMIUM INDIVIDUAL DEFERRED VARIABLE ANNUITY CONTRACT
ISSUED BY
ML LIFE INSURANCE COMPANY OF NEW YORK
Home Office: 100 Church Street, 11th Floor
New York, New York 10080-6511
Phone: (800) 333-6524
OFFERED THROUGH
MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED
The individual deferred variable annuity contract described in this Prospectus
(the "Contract") is designed to provide comprehensive and flexible ways to
invest and to create a source of income protection for later in life through
the payment of annuity benefits. The Contract is issued by ML Life Insurance
Company of New York ("ML of New York") both on a nonqualified basis, and as an
Individual Retirement Annuity ("IRA") that is given qualified tax status.
Premiums will be allocated as the contract owner directs into one or more
subaccounts of ML of New York Variable Annuity Separate Account A ("Account
A") and/or ML of New York Variable Annuity Separate Account B ("Account B"),
(together, the "Accounts"). The assets of each of the current subaccounts will
be invested in a corresponding mutual fund portfolio of the Merrill Lynch
Variable Series Funds, Inc.; AIM Variable Insurance Funds, Inc.; Alliance
Variable Products Series Fund, Inc.; and MFS Variable Insurance Trust (each
portfolio, a "Fund"; collectively, the "Funds"). Currently, there are
seventeen subaccounts available through Account A and one subaccount available
through Account B. Three additional subaccounts previously available through
Account A are no longer available for the allocation of premiums or contract
value. Other subaccounts and corresponding investment options may be added in
the future. The value of a contract owner's investment in each subaccount will
vary with investment experience, and it is the contract owner who bears the
full investment risk with respect to his or her investments.
The Contract provides a choice of fixed annuity payment options. On the
annuity date, the entire contract value, after the deduction of a charge for
any applicable premium taxes, will be transferred to ML of New York's general
account, from which the annuity payments will be made. Prior to the annuity
date, the contract owner may make transfers among Account A subaccounts,
limited transfers from Account A into Account B, and full or partial
withdrawals from the Contract to suit investment and liquidity needs.
Withdrawals may be taxable and may be subject to a contingent deferred sales
charge.
This Prospectus contains information about the Contract and the Accounts that
a prospective contract owner should know before investing. Additional
information about the Contract and the Accounts is contained in a Statement of
Additional Information, dated May 1, 1997, which has been filed with the
Securities and Exchange Commission and is incorporated herein by reference.
The Statement of Additional Information is available on request and without
charge by writing to or calling ML of New York at its Home Office address or
phone number set forth above. The table of contents for the Statement of
Additional Information is included on page 40 of this Prospectus.
THE PURCHASE OF THIS CONTRACT INVOLVES CERTAIN RISKS. BECAUSE IT IS A VARIABLE
ANNUITY, THE VALUE OF THE CONTRACT REFLECTS THE INVESTMENT PERFORMANCE OF THE
SELECTED INVESTMENT OPTIONS. INVESTMENT RESULTS CAN VARY BOTH UP AND DOWN AND
CAN EVEN DECREASE THE VALUE OF PREMIUM PAYMENTS. THEREFORE, CONTRACT OWNERS
COULD LOSE ALL OR PART OF THE MONEY THEY HAVE INVESTED. ML OF NEW YORK DOES
NOT GUARANTEE THE VALUE OF THE CONTRACT. RATHER, CONTRACT OWNERS BEAR ALL
INVESTMENT RISKS.
AN ANNUITY IS INTENDED TO BE A LONG TERM INVESTMENT. WITHDRAWALS OR SURRENDER
OF THE CONTRACT PREMATURELY MAY RESULT IN SUBSTANTIAL PENALTIES. CONTRACT
OWNERS SHOULD CONSIDER THEIR INCOME NEEDS BEFORE PURCHASING THE CONTRACT.
ALL WITHDRAWALS FROM AND SURRENDER OF THE CONTRACT ARE SUBJECT TO TAX, AND IF
TAKEN BEFORE AGE 59 1/2 MAY ALSO BE SUBJECT TO A 10% FEDERAL PENALTY TAX.
PLEASE READ THIS PROSPECTUS AND KEEP IT FOR FUTURE REFERENCE. IT IS ATTACHED
TO CURRENT PROSPECTUSES FOR THE FUNDS WHICH SHOULD ALSO BE READ AND KEPT FOR
REFERENCE.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION, NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
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TABLE OF CONTENTS
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DEFINITIONS............................................................ 4
CAPSULE SUMMARY OF THE CONTRACT........................................ 5
FEE TABLE.............................................................. 9
ACCUMULATION UNIT VALUES............................................... 12
YIELDS AND TOTAL RETURNS............................................... 14
ML LIFE INSURANCE COMPANY OF NEW YORK.................................. 15
THE ACCOUNTS........................................................... 15
INVESTMENTS OF THE ACCOUNTS............................................ 16
Merrill Lynch Variable Series Funds, Inc............................. 16
Domestic Money Market Fund......................................... 17
Prime Bond Fund.................................................... 17
High Current Income Fund........................................... 17
Quality Equity Fund................................................ 17
Equity Growth Fund................................................. 17
Natural Resources Focus Fund....................................... 17
American Balanced Fund............................................. 18
Global Strategy Focus Fund......................................... 18
Basic Value Focus Fund............................................. 18
Global Bond Focus Fund............................................. 18
Global Utility Focus Fund.......................................... 18
International Equity Focus Fund.................................... 18
Government Bond Fund............................................... 19
Developing Capital Markets Focus Fund.............................. 19
Reserve Assets Fund................................................ 19
Index 500 Fund..................................................... 19
AIM Variable Insurance Funds, Inc.................................... 19
AIM V.I. Capital Appreciation Fund................................. 20
AIM V.I. Value Fund................................................ 20
Alliance Variable Products Series Fund, Inc.......................... 20
Premier Growth Portfolio........................................... 20
MFS Variable Insurance Trust......................................... 21
MFS Emerging Growth Series......................................... 21
MFS Research Series................................................ 21
Purchases and Redemptions of Fund Shares; Reinvestment............... 21
Material Conflicts, Substitution of Investments and Changes
to Accounts......................................................... 21
CHARGES AND DEDUCTIONS................................................. 22
Contract Maintenance Charge.......................................... 22
Mortality and Expense Risk Charge.................................... 22
Administration Charge................................................ 23
Contingent Deferred Sales Charge..................................... 23
Premium Taxes........................................................ 24
Other Charges........................................................ 24
DESCRIPTION OF THE CONTRACT............................................ 25
Ownership of the Contract............................................ 25
Issuing the Contract................................................. 25
Ten Day Right to Review.............................................. 25
Contract Changes..................................................... 25
Premiums............................................................. 26
Premium Investments.................................................. 26
Accumulation Units................................................... 26
Death Benefit........................................................ 27
Death of Annuitant................................................... 28
Transfers............................................................ 29
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Dollar Cost Averaging.................................................... 29
Merrill Lynch Retirement Plus Advisor SM................................. 30
Withdrawals and Surrenders............................................... 31
Payments to Contract Owners.............................................. 32
Annuity Date............................................................. 32
Annuity Options.......................................................... 32
Unisex................................................................... 34
FEDERAL INCOME TAXES....................................................... 34
Introduction............................................................. 34
ML of New York's Tax Status.............................................. 34
Taxation of Annuities.................................................... 34
Internal Revenue Service Diversification Standards....................... 36
IRA Contracts............................................................ 37
Transfers, Assignments, or Exchanges of a Contract....................... 37
Withholding.............................................................. 37
Possible Changes in Taxation............................................. 37
Other Tax Consequences................................................... 38
OTHER INFORMATION.......................................................... 38
Voting Rights............................................................ 38
Reports to Contract Owners............................................... 38
Selling the Contract..................................................... 39
State Regulation......................................................... 39
Legal Proceedings........................................................ 39
Experts.................................................................. 39
Legal Matters............................................................ 40
Registration Statements.................................................. 40
Table of Contents of the Statement of Additional Information............. 40
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DEFINITIONS
Accounts: Two segregated investment accounts of ML Life Insurance Company of
New York, named ML of New York Variable Annuity Separate Account A and ML of
New York Variable Annuity Separate Account B. (See page 15.)
account value: The value of a contract owner's interest in a particular
Account.
accumulation unit: An index used to compute the value of the contract owner's
interest in a subaccount prior to the annuity date. (See page 26.)
annuitant: The person on whose continuation of life annuity payments may
depend.
annuity date: The date on which annuity payments begin. (See page 32.)
beneficiary: The person to whom payment is to be made on the death of the
contract owner.
Contract: The variable annuity offered by this Prospectus.
contract anniversary: The same date each year as the date of issue of the
Contract.
contract owner: The person entitled to exercise all rights under the Contract.
(See page 25.)
contract value: The value of a contract owner's interest in the Accounts.
contract year: The period from one contract anniversary to the day preceding
the next contract anniversary.
date of issue: The date on which an initial premium is received and required
contract owner information is approved by ML of New York. (See page 25.)
due proof of death: A certified copy of the death certificate, Beneficiary
Statement, and any additional paperwork necessary to process the death claim.
Funds: The mutual funds, or separate investment portfolios within a series
mutual fund, designated as eligible investments for the Accounts. (See page
16.)
Individual Retirement Account or Annuity ("IRA"): A Contract issued in
connection with a retirement arrangement that receives favorable tax status
under Section 408 of the Internal Revenue Code.
monthiversary: The same date of each month as the date on which the Contract
was issued.
net investment factor: An index used to measure the investment performance of
a subaccount from one valuation period to the next. (See page 27.)
nonqualified contract: A Contract issued in connection with a retirement
arrangement other than a qualified arrangement described under Section 401,
403, 408, 457 or any similar provisions of the Internal Revenue Code.
premiums: Money paid into the Contract. (See page 26.)
subaccount: A division of each of the Accounts consisting of the shares of a
particular Fund held by that Account.
valuation period: The interval from one determination of the net asset value
of a subaccount to the next. Net asset values are determined as of the close
of business on each day the New York Stock Exchange is open. (See page 27.)
variable annuity: A contract with a value that reflects investment experience
prior to the annuity date, and provides periodic payments of set amounts after
the annuity date.
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CAPSULE SUMMARY OF THE CONTRACT
The following capsule summary is intended to provide a brief overview of the
Contract. More detailed information about the Contract can be found in the
sections of this Prospectus that follow, all of which should be read in their
entirety.
THE ACCOUNTS
Premiums will be allocated to ML of New York Variable Annuity Separate Account
A ("Account A") and/or ML of New York Variable Annuity Separate Account B
("Account B") segregated investment accounts (together, the "Accounts"), as
directed by the contract owner. The Accounts are divided into subaccounts
corresponding to the Funds in which contract value may be invested. Premiums
are not invested directly in the underlying Funds. For the first 14 days
following the date of issue, all premiums directed into Account A will be
allocated to the Domestic Money Market Fund Subaccount. Thereafter, the
account value will be reallocated to the Account A subaccounts selected.
Account A account value may be periodically transferred among Account A
subaccounts, subject to certain limitations. Currently, a contract owner may
allocate premiums or contract value among a total of eighteen subaccounts. The
contract value and annuity payments will reflect the investment performance of
the Funds selected. (See THE ACCOUNTS on page 15 and TRANSFERS on page 29.)
THE FUNDS
The Funds are separate investment mutual fund portfolios of the Merrill Lynch
Variable Series Funds, Inc. ("Merrill Variable Funds"); AIM Variable Insurance
Funds, Inc. ("AIM V.I. Funds"); Alliance Variable Products Series Fund, Inc.
("Alliance Fund"); and MFS Variable Insurance Trust ("MFS Trust") (each
portfolio, a "Fund"; collectively, the "Funds"). The following eighteen Funds
are currently available for contract owner investment (seventeen available
through Account A and one available through Account B), each with a different
investment objective: Domestic Money Market Fund, Prime Bond Fund, High
Current Income Fund, Quality Equity Fund, Equity Growth Fund, Global Strategy
Focus Fund, Basic Value Focus Fund, Global Bond Focus Fund, International
Equity Focus Fund, Government Bond Fund, Developing Capital Markets Focus
Fund, Index 500 Fund, and Reserve Assets Fund, each of Merrill Variable Funds;
AIM V.I. Capital Appreciation Fund and AIM V.I. Value Fund, each of AIM V.I.
Funds; Premier Growth Portfolio of Alliance Fund; and MFS Emerging Growth
Series and MFS Research Series, each of MFS Trust. (Subaccounts investing in
the Natural Resources Focus Fund, the American Balanced Fund, and the Global
Utility Focus Fund of Merrill Variable Funds were closed to allocations of
premiums and contract value following the close of business on December 6,
1996.) Other investment options may be added in the future. (See INVESTMENTS
OF THE ACCOUNTS on page 16.)
Detailed information about the investment objectives of the Funds can be found
under INVESTMENTS OF THE ACCOUNTS on page 16 and in the attached prospectuses
for the Funds.
PREMIUMS
The Contract generally allows contract owners the flexibility to make premium
payments as often as desired. The Contract is purchased by making an initial
premium payment of $5,000 or more on a nonqualified Contract and $2,000 or
more on an IRA Contract. Subsequent premium payments generally must be $100 or
more and can be made at any time prior to the annuity date. Maximum annual
contributions to IRA Contracts are limited by federal law. Under an automatic
investment feature, subsequent premium payments can be systematically made
from a Merrill Lynch Pierce, Fenner & Smith Incorporated account. A Financial
Consultant should be contacted for additional information. ML of New York
reserves the right to refuse to accept subsequent premium payments, if
required by law. (See PREMIUMS on page 26.)
FEES AND CHARGES
A charge is made to reimburse ML of New York for expenses related to
maintenance of the Contract. A $40 contract maintenance charge will be
deducted from the contract value on each contract anniversary that occurs on
or prior to the annuity date. It will also be deducted when the Contract is
surrendered, if it is surrendered on any date other than a contract
anniversary. This
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charge will be waived on all Contracts with a contract value equal to or
greater than $50,000 on the date the charge would otherwise be deducted, and
in certain circumstances where multiple contracts are owned. It is not
deducted after the annuity date.
A mortality and expense risk charge is imposed on the Accounts. It equals
1.25% annually for Account A and 0.65% annually for Account B and is deducted
daily from the net asset value of the Accounts. Of this amount, 0.75% annually
for Account A and 0.35% annually for Account B is attributable to mortality
risks assumed by ML of New York for the annuity payment and death benefit
guarantees made under the Contract. The remainder, 0.50% annually for Account
A and 0.30% annually for Account B, is attributable to expense risks assumed
by ML of New York should the contract maintenance and administration charges
be insufficient to cover all Contract maintenance and administration expenses.
An administration charge is made to reimburse ML of New York for costs
associated with the establishment and administration of the Contract. A charge
of 0.10% annually will be deducted daily only from the net asset value of
Account A. No administration charge is imposed on the assets of Account B.
A contingent deferred sales charge may be imposed on withdrawals and
surrenders from Account A. The maximum contingent deferred sales charge is 7%
of premium withdrawn during the first year after that premium is paid,
decreasing by 1% annually to 0% after year seven. No contingent deferred sales
charge will be imposed on withdrawals or surrenders from Account B. In
addition, ML of New York reserves the right not to impose a contingent
deferred sales charge on withdrawals or surrenders from Contracts purchased by
employees of ML of New York or from Contracts purchased by the employees'
spouses or dependents, where permitted by state regulation.
A charge for any premium taxes imposed by a state or local government will be
deducted from the contract value on the annuity date. State premium tax rates
vary from jurisdiction to jurisdiction and currently range from 0% to 5%. In
those jurisdictions that do not allow an insurance company to reduce its
current taxable premium income by the amount of any withdrawal, surrender or
death benefit paid, ML of New York will also deduct a charge for these taxes
on any withdrawal, surrender or death benefit effected under the Contract.
ML of New York reserves the right, subject to any necessary regulatory
approval, to charge for assessments or federal premium taxes or federal, state
or local excise, profits or income taxes measured by or attributable to the
receipt of premiums. ML of New York also reserves the right to deduct from the
Accounts any taxes imposed on the Accounts' investment earnings. (See ML OF
NEW YORK'S TAX STATUS on page 34.)
Detailed information about fees and charges imposed on the Contract can be
found under CHARGES AND DEDUCTIONS on page 22.
ANNUITY PAYMENTS
The Contract provides a choice of fixed annuity payment options. On the
annuity date, the entire contract value will be transferred to ML of New
York's general account, from which the annuity payments will be made. The
amount of each payment is predetermined.
The contract owner selects an annuity date when annuity payments will begin.
Contract owners may change the annuity date up to 30 days prior to that date.
However, the annuity date for nonqualified Contracts may not be later than the
annuitant's 85th birthday. The annuity date for IRA Contracts will not be
later than when the owner/annuitant reaches the age of 70 1/2 unless the
contract owner selects a later annuity date.
If the contract value on the annuity date after the deduction of any
applicable premium taxes is less than $2,000 (or a different minimum amount,
if required by state law), ML of New York may pay the annuity benefits in a
lump sum, rather than as periodic payments. If any annuity payment would be
less than $20 (or a different minimum amount, if required by state law), ML of
New York may change the frequency of payments so that all payments will be at
least $20 (or the
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minimum amount required by state law). All annuity payments will be directly
transferred to the contract owner's designated Merrill Lynch, Pierce, Fenner &
Smith Incorporated brokerage account, unless otherwise specified.
Details about the annuity options available under the Contract can be found
under ANNUITY OPTIONS on page 32.
TRANSFERS
Once each contract year, contract owners may transfer from Account A to
Account B an amount equal to any gain in account value and/or any premium not
subject to a contingent deferred sales charge. Where permitted by state
regulation, once each contract year, contract owners may transfer all or a
portion of the greater of that amount or 10% of premiums subject to a
contingent deferred sales charge (minus any of that premium already withdrawn
or transferred). Additionally, where permitted by state regulation, periodic
transfers of all or a portion of the greater amount, determined at the time of
each periodic transfer, are permitted on a monthly, quarterly, semi-annual or
annual basis.
This is the only amount which may be transferred from Account A to Account B
during that contract year. There is no charge imposed on the transfer of this
amount. No transfers are permitted from Account B to Account A.
Prior to their annuity date, contract owners may transfer all or part of their
Account A value among the subaccounts of Account A up to six times per
contract year without charge. Additional transfers among seventeen available
Account A subaccounts may be made at a charge of $25 per transfer. Contract
owners may elect a Dollar Cost Averaging feature in which Account A value
invested in the Domestic Money Market Subaccount may be systematically
transferred among the other Account A subaccounts on a monthly basis without
charge, subject to certain limitations. In addition, through participation in
the Merrill Lynch RPA SM program, contract owners may have their Account A
values allocated in accordance with an investment program consistent with the
contract owner's investment profile. (See TRANSFERS on page 29; DOLLAR COST
AVERAGING on page 29; and MERRILL LYNCH RETIREMENT PLUS ADVISOR SM on page
30.)
Effective following the close of business on December 6, 1996, transfers may
no longer be made to the Natural Resources Focus Subaccount, the American
Balanced Subaccount, or the Global Utility Focus Subaccount.
WITHDRAWALS
Contract owners may make up to six withdrawals from the Contract per contract
year. Value withdrawn from Account A is generally subject to a contingent
deferred sales charge. (See CONTINGENT DEFERRED SALES CHARGE on page 23.)
However, a contingent deferred sales charge will not be applied to the first
withdrawal in any contract year out of Account A to the extent that the
withdrawal consists of gain and/or any premium not subject to such a charge.
Where permitted by state regulation, a contingent deferred sales charge will
not be applied to that portion of the first withdrawal from Account A in any
contract year that does not exceed the greater of any gain in account value
and/or any premium not subject to a contingent deferred sales charge and 10%
of premiums subject to a contingent deferred sales charge (minus any of that
premium already transferred out of Account A). Additionally, where permitted
by state regulation, the amount withdrawn may be elected to be paid on a
monthly, quarterly, semi-annual or annual basis.
The first withdrawal of the contract year out of Account A will be treated as
withdrawing gain in account value first, followed by premium not subject to a
contingent deferred sales charge, then followed by premium subject to such a
charge. If the amount withdrawn is paid on a monthly, quarterly, semi-annual
or annual basis, all such payments will be treated in the same way. All
subsequent withdrawals will be treated as withdrawing premium accumulated the
longest first. (See WITHDRAWALS AND SURRENDERS on page 31.)
Value withdrawn from Account B is not subject to any contingent deferred sales
charge. In addition, ML of New York reserves the right not to impose a
contingent deferred sales charge on
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withdrawals from Contracts purchased by employees of ML of New York or from
Contracts purchased by the employees' spouses or dependents, where permitted
by state regulation.
In addition to the six withdrawals permitted each contract year, the value in
Account B may be automatically withdrawn on a monthly, quarterly, semi-annual,
or annual basis. These automatic withdrawals are not subject to any contingent
deferred sales charge. (See WITHDRAWALS AND SURRENDERS on page 31.)
Withdrawals will decrease the contract value. Withdrawals from either Account
A or Account B are subject to tax and prior to age 59 1/2 may also be subject
to a 10% federal penalty tax. (See FEDERAL INCOME TAXES on page 34.)
DEATH BENEFIT
The Contract provides a death benefit feature that guarantees a death benefit
if the contract owner dies prior to the annuity date, regardless of investment
experience. Currently, for contract owners age 80 or under on the Contract
date of issue, the death benefit will be equal to the greatest of (a) premiums
paid less any withdrawals, (b) the contract value, or (c) the maximum death
benefit value. (For contract owners over age 80 on the Contract date of issue,
the death benefit will be the greater of (a) premiums paid less any
withdrawals or (b) the contract value.) The maximum death benefit value will
be equal to the greatest anniversary value of Account A, plus the value of
Account B. (See DEATH BENEFIT on page 27). If the contract owner dies prior to
the annuity date, ML of New York will pay the Contract's death benefit to the
owner's beneficiary.
TEN DAY REVIEW
When the contract owner receives the Contract, it should be reviewed carefully
to make sure it is what the contract owner intended to purchase. Generally,
within 10 days after the contract owner receives the Contract, it may be
returned for a refund. Some states allow a longer period of time to return the
Contract. The Contract must be delivered to ML of New York's Home Office or to
the Financial Consultant who sold it for a refund to be made. ML of New York
will then refund to the contract owner the greater of all premiums paid into
the Contract or the contract value as of the date the Contract is returned.
The Contract will then be deemed void. (See TEN DAY RIGHT TO REVIEW on page
25.)
8
<PAGE>
FEE TABLE
<TABLE>
<C> <S> <C>
A.Contract Owner Transaction Expenses
1. Sales Load Imposed on Premium...................................... None
2. Contingent Deferred Sales Charge
</TABLE>
<TABLE>
<CAPTION>
COMPLETE YEARS ELAPSED SINCE CONTINGENT DEFERRED SALES CHARGE AS A
PAYMENT OF PREMIUM PERCENTAGE OF PREMIUM WITHDRAWN
---------------------------- -------------------------------------
<S> <C>
0 years 7.00%
1 year 6.00%
2 years 5.00%
3 years 4.00%
4 years 3.00%
5 years 2.00%
6 years 1.00%
7 or more years 0.00%
</TABLE>
<TABLE>
<C> <S> <C>
3. Transfer Fee........................................................ $25
The first 6 transfers among Separate Account A subaccounts in a contract
year are free. A $25 fee may be charged on all subsequent transfers. These
rules apply only to transfers among Separate Account A subaccounts. They do
not apply to transfers from Separate Account A to Separate Account B. No
transfers may be made from Separate Account B.
B. Annual Contract Maintenance Charge...................................... $40
The Contract Maintenance Charge will be assessed annually on each
contract anniversary, only if the contract value is less than $50,000.
C. Separate Account Annual Expenses (as a percentage of account value)
</TABLE>
<TABLE>
<CAPTION>
SEPARATE ACCT A SEPARATE ACCT B
--------------- ---------------
<S> <C> <C>
Mortality and Expense Risk Charge......... 1.25% .65%
Administration Charge..................... .10% .00%
---- ---
Total Separate Account Annual Expenses.... 1.35% .65%
</TABLE>
D. Fund Expenses for the Year Ended December 31, 1996 (a)(b)(c)(d)(e) (as a
percentage of each Fund's net assets)
<TABLE>
<CAPTION>
MERRILL LYNCH VARIABLE SERIES FUNDS, INC.
-------------------------------------------------------
HIGH NATURAL GLOBAL
RESERVE PRIME CURRENT QUALITY EQUITY RESOURCES STRATEGY
ANNUAL EXPENSES ASSETS BOND INCOME EQUITY GROWTH FOCUS* FOCUS(C)
--------------- ------- ----- ------- ------- ------ --------- --------
<S> <C> <C> <C> <C> <C> <C> <C>
Investment Advisory
Fees................... .50% .44% .49% .44% .75% .65% .65%
Other Expenses.......... .11% .05% .05% .05% .06% .13% .06%
Total Annual Operating
Expenses............... .61% .49% .54% .49% .81% .78% .71%
</TABLE>
<TABLE>
<CAPTION>
MERRILL LYNCH VARIABLE SERIES FUNDS, INC. (CONT'D)
-------------------------------------------------------
DOMESTIC BASIC GLOBAL GLOBAL INTERNATIONAL
AMERICAN MONEY VALUE BOND UTILITY EQUITY
ANNUAL EXPENSES BALANCED* MARKET FOCUS FOCUS(C) FOCUS* FOCUS
--------------- --------- -------- ----- -------- ------- -------------
<S> <C> <C> <C> <C> <C> <C>
Investment Advisory
Fees................... .55% .50% .60% .60% .60% .75%
Other Expenses.......... .05% .04% .06% .09% .06% .14%
Total Annual Operating
Expenses............... .60% .54% .66% .69% .66% .89%
</TABLE>
<TABLE>
<CAPTION>
ALLIANCE
VARIABLE
MERRILL LYNCH PRODUCTS
VARIABLE SERIES AIM VARIABLE SERIES MFS VARIABLE
FUNDS, INC. (CONT'D) INSURANCE FUNDS, INC. FUND, INC. INSURANCE TRUST
-------------------------------- --------------------- ------------- ---------------------
DEVELOPING AIM V.I. MFS
CAPITAL CAPITAL AIM V.I. PREMIER EMERGING MFS
GOVERNMENT MARKETS INDEX 500 APPRECIATION VALUE GROWTH GROWTH RESEARCH
ANNUAL EXPENSES BOND (A)(C) FOCUS (B) FUND(A) FUND FUND PORTFOLIO (D) SERIES (E) SERIES (E)
--------------- ----------- ---------- --------- ------------ -------- ------------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Investment Advisory
Fees................... .50% 1.00% .30% .64% .64% .72% .75% .75%
Other Expenses.......... .09% .25% .30% .09% .09% .23% .25% .25%
Total Annual Operating
Expenses............... .59% 1.25% .60% .73% .73% .95% 1.00% 1.00%
</TABLE>
- --------
* Closed to allocations of premiums or contract value following the close of
business on December 6, 1996.
9
<PAGE>
EXAMPLES OF CHARGES
If the Contract is surrendered at the end of the applicable time period:
The following cumulative expenses would be paid on each $1,000 invested,
assuming 5% annual return on assets:
<TABLE>
<CAPTION>
1 YEAR 3 YEARS 5 YEARS 10 YEARS
------ ------- ------- --------
<S> <C> <C> <C> <C>
Separate Account B subaccount investing
in:
Reserve Assets Fund.................... $83 $ 91 $101 $156
Prime Bond Fund........................ $89 $109 $132 $220
High Current Income Fund............... $90 $111 $134 $226
Quality Equity Fund.................... $89 $109 $132 $220
Equity Growth Fund..................... $92 $119 $149 $254
Natural Resources Focus Fund*.......... $92 $118 $147 $251
Global Strategy Focus Fund............. $91 $116 $143 $244
American Balanced Fund*................ $90 $113 $138 $232
Domestic Money Market Fund............. $90 $111 $134 $226
Basic Value Focus Fund................. $91 $115 $141 $239
Global Bond Focus Fund................. $91 $115 $142 $242
Global Utility Focus Fund*............. $91 $115 $141 $239
International Equity Focus Fund........ $93 $122 $153 $263
Government Bond Fund................... $90 $112 $137 $231
Developing Capital Markets Focus Fund.. $97 $133 $171 $299
Index 500 Fund......................... $90 $113 $138 $232
AIM V.I. Capital Appreciation Fund..... $92 $117 $144 $246
AIM V.I. Value Fund.................... $92 $117 $144 $246
Premier Growth Portfolio............... $94 $124 $156 $269
MFS Emerging Growth Series............. $94 $125 $158 $274
MFS Research Series.................... $94 $125 $158 $274
If the Contract is annuitized, or not surrendered, at the end of the
applicable time period:
The following cumulative expenses would be paid on each $1,000 invested,
assuming 5% annual return on assets:
<CAPTION>
1 YEAR 3 YEARS 5 YEARS 10 YEARS
------ ------- ------- --------
<S> <C> <C> <C> <C>
Separate Account B subaccount investing
in:
Reserve Assets Fund.................... $13 $ 41 $ 71 $156
Prime Bond Fund........................ $19 $ 59 $102 $220
High Current Income Fund............... $20 $ 61 $104 $226
Quality Equity Fund.................... $19 $ 59 $102 $220
Equity Growth Fund..................... $22 $ 69 $119 $254
Natural Resources Focus Fund*.......... $22 $ 68 $117 $251
Global Strategy Focus Fund............. $21 $ 66 $113 $244
American Balanced Fund*................ $20 $ 63 $108 $232
Domestic Money Market Fund............. $20 $ 61 $104 $226
Basic Value Focus Fund................. $21 $ 65 $111 $239
Global Bond Focus Fund................. $21 $ 65 $112 $242
Global Utility Focus Fund*............. $21 $ 65 $111 $239
International Equity Focus Fund........ $23 $ 72 $123 $263
Government Bond Fund................... $20 $ 62 $107 $231
Developing Capital Markets Focus Fund.. $27 $ 83 $141 $299
Index 500 Fund......................... $20 $ 63 $108 $232
AIM V.I. Capital Appreciation Fund..... $22 $ 67 $114 $246
AIM V.I. Value Fund.................... $22 $ 67 $114 $246
Premier Growth Portfolio............... $24 $ 74 $126 $269
MFS Emerging Growth Series............. $24 $ 75 $128 $274
MFS Research Series.................... $24 $ 75 $128 $274
</TABLE>
- --------
* Closed to allocations of premiums or contract value following the close of
business on December 6, 1996.
10
<PAGE>
THE EXAMPLES SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR FUTURE
EXPENSES OR ANNUAL RATES OF RETURN OF ANY FUND. ACTUAL EXPENSES AND ANNUAL
RATES OF RETURN MAY BE MORE OR LESS THAN THOSE ASSUMED FOR THE PURPOSE OF THE
EXAMPLES.
The preceding Fee Table and Examples are intended to assist investors in
understanding the costs and expenses that a contract owner will bear, directly
or indirectly. The Fee Table and Examples include expenses and charges of the
Accounts as well as the Funds. The Examples also reflect the $40 contract
maintenance charge as .0010% of average assets, determined by dividing the
total amount of such charges collected by the total average net assets of the
subaccounts. See the CHARGES AND DEDUCTIONS section in this Prospectus and the
Fund prospectuses for a further discussion of fees and charges.
The Fee Table and Examples do not include charges to contract owners for
premium taxes. Premium taxes may be applicable. Refer to the PREMIUM TAXES
section in this Prospectus for further details.
NOTES TO FEE TABLE
(a) The Fee Table does not reflect any fees waived or expenses assumed by
Merrill Lynch Asset Management, L.P. ("MLAM") during the year ended
December 31, 1996 with respect to any Fund because such waivers and
assumption of expenses were made on a voluntary basis and MLAM may
discontinue or reduce any such waiver or assumption of expenses at any
time without notice. During the fiscal year ended December 31, 1996, MLAM
waived management fees and reimbursed expenses totaling 0.44% for the
Government Bond Focus Fund and 0.15%% for the Index 500 Fund, after which
each such Fund's total expense ratio, net of reimbursement, was 0.15% for
the Government Bond Focus Fund, and 0.00% for the Index 500 Fund. See also
note (b).
(b) MLAM and Merrill Lynch Life Agency, Inc. have entered into a Reimbursement
Agreement that limits the operating expenses paid by each Fund of the
Merrill Variable Funds in a given year to 1.25% of its average net assets.
This Reimbursement Agreement is expected to remain in effect for the
current year. Pursuant to this Reimbursement Agreement, the Developing
Capital Market Focus Fund was reimbursed for a portion of its operating
expenses for 1996. Absent the reimbursement, "Other Expenses" for this
Fund would have been 0.31%. Expenses shown for all other Funds of the
Merrill Variable Funds do not reflect any reimbursement under the
Reimbursement Agreement.
(c) Effective following the close of business on December 6, 1996, (i) the
International Bond Fund was merged with and into the former World Income
Focus Fund; the World Income Focus Fund was renamed the Global Bond Focus
Fund and its investment objective was modified; (ii) the Flexible Strategy
Fund was merged with and into the Global Strategy Focus Fund; and (iii)
the Intermediate Government Bond Fund was renamed the Government Bond Fund
and its investment objective was modified. See the accompanying prospectus
for Merrill Variable Funds for additional information regarding these
changes.
(d) The Fee Table reflects fees waived or expenses assumed by Alliance Capital
Management L.P. ("Alliance") during the year ended December 31, 1996. Such
waivers and assumption of expenses were made on a voluntary basis and
Alliance may discontinue or reduce any such waiver or assumption of
expenses at any time without notice; however, Alliance intends to continue
such reimbursements for the forseeable future. During the fiscal year
ended December 31, 1996, Alliance waived management fees totaling 0.28%
for the Premier Growth Portfolio. Without such reimbursements, "Investment
Advisory Fees" would have been 1.00% and "Total Annual Operating Expenses"
would have been 1.23%.
(e) Subject to termination or revision at the sole discretion of MFS, MFS has
agreed to bear expenses, except for management fees, of the MFS Emerging
Growth Series and the MFS Research Series (the "Series") such that each
Series' "Other Expenses" do not exceed 0.25% of the average daily net
assets of the Series. The obligation of MFS to bear "Other Expenses" for a
Series terminates on the last day of the Series' fiscal year in which
"Other Expenses" are less than or equal to 0.25%. Absent this expense
arrangement, "Other Expenses" for MFS the Emerging Growth Series and MFS
Research Series would be 0.41% and 0.73%, respectively, and "Total
Operating Expenses" would be 1.16% and 1.48%, respectively, for these
Series for the year ending December 31, 1996.
11
<PAGE>
ACCUMULATION UNIT VALUES
(CONDENSED FINANCIAL INFORMATION)
<TABLE>
<CAPTION>
SUBACCOUNTS
--------------------------------------------------------------------------------------------------------------
DOMESTIC MONEY MARKET PRIME BOND HIGH CURRENT INCOME
------------------------------------ ------------------------------------ ------------------------------------
1/1/96 1/1/95 1/1/94 1/1/96 1/1/95 1/1/94 1/1/96 1/1/95 1/1/94
TO TO TO TO TO TO TO TO TO
12/31/96 12/31/95 12/31/94 12/31/96 12/31/95 12/31/94 12/31/96 12/31/95 12/31/94
------------ ----------- ----------- ------------ ----------- ----------- ------------ ----------- -----------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
(1)Accumulation
unit value at
beginning of
period........ $11.09 $10.64 $10.37 $13.29 $11.21 $11.94 $14.08 $12.18 $12.80
(2)Accumulation
unit value at
end of
period........ $11.50 $11.09 $10.64 $13.40 $13.29 $11.21 $15.46 $14.08 $12.18
(3)Number of
accumulation
units
outstanding at
end of
period........ 1,677,743.10 2,104,307.1 1,725,685.7 2,933,851.00 2,866,758.2 2,939,785.1 1,341,055.50 1,274,375.1 1,116,584.4
<CAPTION>
QUALITY EQUITY EQUITY GROWTH FLEXIBLE STRATEGY
------------------------------------ ------------------------------------ ------------------------------------
1/1/96 1/1/95 1/1/94 1/1/96 1/1/95 1/1/94 1/1/96 1/1/95 1/1/94
TO TO TO TO TO TO TO TO TO
12/31/96 12/31/95 12/31/94 12/31/96 12/31/95 12/31/94 12/31/96 12/31/95 12/31/94
------------ ----------- ----------- ------------ ----------- ----------- ------------ ----------- -----------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
(1)Accumulation
unit value at
beginning of
period........ $13.77 $11.38 $11.87 $14.25 $9.90 $10.82 $13.00 $11.22 $11.87
(2)Accumulation
unit value at
end of
period........ $16.01 $13.77 $11.38 $15.20 $14.25 $9.90 ** $13.00 $11.22
(3)Number of
accumulation
units
outstanding at
end of
period........ 2,798,594.00 2,587,997.3 2,368,801.5 1,684,158.80 1,332,688.3 1,048,612.8 0.00 1,137,134.8 1,113,369.6
<CAPTION>
AMERICAN BALANCED NATURAL RESOURCES FOCUS GLOBAL STRATEGY FOCUS
------------------------------------ ------------------------------------ ------------------------------------
1/1/96 1/1/95 1/1/94 1/1/96 1/1/95 1/1/94 1/1/96 1/1/95 1/1/94
TO TO TO TO TO TO TO TO TO
12/31/96 12/31/95 12/31/94 12/31/96 12/31/95 12/31/94 12/31/96 12/31/95 12/31/94
------------ ----------- ----------- ------------ ----------- ----------- ------------ ----------- -----------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
(1)Accumulation
unit value at
beginning of
period........ $13.37 $11.21 $11.88 $12.56 $11.30 $11.29 $12.85 $11.78 $12.12
(2)Accumulation
unit value at
end of
period........ $14.47 $13.37 $11.21 $14.06 $12.56 $11.30 $14.35 $12.85 $11.78
(3)Number of
accumulation
units
outstanding at
end of
period........ 1,196,131.90 1,294,854.9 1,205,254.3 144,754.30 167,533.9 190,785.7 3,436,164.50 2,678,814.8 2,924,265.0
<CAPTION>
BASIC VALUE FOCUS GLOBAL BOND FOCUS GLOBAL UTILITY FOCUS
------------------------------------ ------------------------------------ ------------------------------------
1/1/96 1/1/95 1/1/94 1/1/96 1/1/95 1/1/94 1/1/96 1/1/95 1/1/94
TO TO TO TO TO TO TO TO TO
12/31/96 12/31/95 12/31/94 12/31/96 12/31/95 12/31/94 12/31/96 12/31/95 12/31/94
------------ ----------- ----------- ------------ ----------- ----------- ------------ ----------- -----------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
(1)Accumulation
unit value at
beginning of
period........ $13.60 $10.98 $10.88 $11.45 $9.94 $10.52 $11.75 $9.58 $10.61
(2)Accumulation
unit value at
end of
period........ $16.19 $13.60 $10.98 $12.20 $11.45 $9.94 $13.10 $11.75 $9.58
(3)Number of
accumulation
units
outstanding at
end of
period........ 1,766,570.40 1,241,769.4 850,329.6 459,402.30 504,390.5 556,854.0 646,792.9 724,247.5 786,888.0
</TABLE>
- -----
* Commencement of business
** Effective following the close of business on December 6, 1996, the Flexible
Strategy Fund was merged with and into Global Strategy Focus Fund.
12
<PAGE>
<TABLE>
<CAPTION>
INTERNATIONAL EQUITY FOCUS RESERVE ASSETS INTERNATIONAL BOND
------------------------------------ ------------------------------------ --------------------------------
1/1/96 1/1/95 1/1/94 1/1/96 1/1/95 1/1/94 1/1/96 1/1/95 5/16/94*
TO TO TO TO TO TO TO TO TO
12/31/96 12/31/95 12/31/94 12/31/96 12/31/95 12/31/94 12/31/96 12/31/95 12/31/94
------------ ----------- ----------- ------------- ------------ --------- -------------- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
(1)Accumulation
unit value at
beginning of
period........ $11.31 $10.87 $10.96 $11.29 $10.76 $10.43 $11.40 $9.93 $10.00
(2)Accumulation
unit value at
end of
period........ $11.90 $11.31 $10.87 $11.79 $11.29 $10.76 *** $11.40 $9.93
(3)Number of
accumulation
units
outstanding at
end of
period........ 1,535,723.1 1,275,506.6 1,313,991.8 101,151.2 114,114.3 120,482.2 0.00 40,678.5 18,139.0
<CAPTION>
DEVELOPING CAPITAL
GOVERNMENT BOND FUND MARKETS FOCUS INDEX 500 FUND
------------------------------------ ------------------------------------ --------------
1/1/96 1/1/95 5/16/94* 1/1/96 1/1/95 5/16/94* 1/1/96
TO TO TO TO TO TO TO
12/31/96 12/31/95 12/31/94 12/31/96 12/31/95 12/31/94 12/31/96
------------ ----------- ----------- ------------- ------------ --------- --------------
<S> <C> <C> <C> <C> <C> <C> <C>
(1)Accumulation
unit value at
beginning of
period........ $11.42 $10.08 $10.00 $9.16 $9.38 $10.00 $ 0.00
(2)Accumulation
unit value at
end of
period........ 11.59 $11.42 $10.08 9.99 $9.16 $9.38 10.12
(3)Number of
accumulation
units
outstanding at
end of
period........ 401,866.8 153,524.3 69,485.0 411,686.3 240,156.6 174,741.4 10,445.7
<CAPTION>
AIM V.I. ALLIANCE
CAPITAL AIM V.I. PREMIER MFS EMERGING MFS RESEARCH
APPRECIATION VALUE GROWTH GROWTH SERIES SERIES
------------ ----------- ----------- ------------- ------------
1/1/96 1/1/96 1/1/96 1/1/96 1/1/96
TO TO TO TO TO
12/31/96 12/31/96 12/31/96 12/31/96 12/31/96
------------ ----------- ----------- ------------- ------------
<S> <C> <C> <C> <C> <C>
(1)Accumulation
unit value at
beginning of
period........ $ 0.00 $ 0.00 $ 0.00 $0.00 $ 0.00
(2)Accumulation
unit value at
end of
period........ 10.03 10.26 10.00 9.83 10.08
(3)Number of
accumulation
units
outstanding at
end of
period........ 0.00 0.00 0.00 15,002.00 0.0
</TABLE>
- ----
* Commencement of business
*** Effective following the close of business on December 6, 1996, the
International Bond Fund was merged with and into the former World Income
Focus Fund; the World Income Focus Fund was renamed the Global Bond Focus
Fund and its investment objective was modified.
13
<PAGE>
YIELDS AND TOTAL RETURNS
From time to time, ML of New York may advertise yields, effective yields, and
total returns for the Account A subaccounts and the Account B subaccount.
These figures are based on historical earnings and do not indicate or project
future performance. ML of New York also from time to time may advertise
performance of the subaccounts relative to certain performance rankings and
indices. More detailed information as to the calculation of performance
information, as well as comparisons with unmanaged market indices appears in
the Statement of Additional Information.
Effective yields and total returns for a subaccount are based on the
investment performance of the corresponding Fund. A Fund's performance in part
reflects that Fund's expenses. Merrill Lynch Asset Management, L.P. ("MLAM")
and Merrill Lynch Life Agency, Inc. (see SELLING THE CONTRACT on page 39) have
entered into a Reimbursement Agreement that limits the operating expenses paid
by each Fund of the Merrill Variable Funds in a given year to 1.25% of its
average net assets.
The yields of the Domestic Money Market Subaccount and the Reserve Assets
Subaccount refer to the annualized income generated by an investment in each
subaccount over a specified 7-day period. The yield is calculated by assuming
that the income generated for that 7-day period is generated each 7-day period
over a 52-week period and is shown as a percentage of the investment. The
effective yield is calculated similarly but, when annualized, the income
earned by an investment in the subaccount or Account is assumed to be
reinvested. The effective yield will be slightly higher than the yield because
of the compounding affect of this assumed reinvestment.
The yield of an Account A subaccount (other than the Domestic Money Market
Subaccount) refers to the annualized income generated by an investment in the
subaccount over a specified 30-day or one-month period. The yield is
calculated by assuming that the income generated by the investment during that
30-day or one-month period is generated each period over a 12-month period and
is shown as a percentage of the investment.
The average annual total return of a subaccount refers to return quotations
assuming an investment under a Contract has been held in each subaccount for
1, 5 and 10 years, or for a shorter period, if applicable. The average annual
total return quotations represent the average annual compounded rates of
return that would equate an initial investment of $1,000 under a Contract to
the redemption value of that investment as of the last day of each of the
periods for which return quotations are provided. Average annual total return
information shows the average percentage change in the value of an investment
in a subaccount (including any contingent deferred sales charge that would
apply if an owner terminated the Contract at the end of each period indicated,
but excluding any deductions for premium taxes).
ML of New York may, in addition, advertise or present yield or total return
performance information computed on different bases. ML of New York may
present total return information computed on the same basis as described
above, except the information will not reflect a deduction for the contingent
deferred sales charge. This presentation assumes that an investment in the
Contract will persist beyond the period when the contingent deferred sales
charge applies, consistent with the long-term investment and retirement
objectives of the Contract. ML of New York may also advertise total return
performance information for the Funds, but this information will always be
accompanied by average annual total returns for the corresponding subaccounts.
ML of New York may also present total return performance information for a
subaccount for periods prior to the date the subaccount commenced operations
based on the performance of the corresponding Fund and the assumption that the
subaccount was in existence for the same periods as those indicated for the
corresponding Fund, with a level of fees and charges approximately equal to
those currently imposed under the Contracts. ML of New York may also present
total performance information for a hypothetical Contract assuming allocation
of the initial premium to more than one subaccount or assuming monthly
transfers from the Domestic Money Market Subaccount to designated subaccounts
under a dollar cost averaging program. This information will reflect the
performance of the affected subaccounts for the duration of the allocation
under the hypothetical Contract. It also will reflect the deduction of charges
described above except for the contingent deferred sales charge. This
information may also be compared to various indices.
14
<PAGE>
Advertising and sales literature for the Contracts may also compare the
performance of the subaccounts or Funds to the performance of other variable
annuity issuers in general or to the performance of particular types of
variable annuities investing in mutual funds, or series of mutual funds, with
investment objectives similar to each of the Funds corresponding to the
subaccounts.
Performance information may also be based on rankings by services which
monitor and rank the performance of variable annuity issuers in each of the
major categories of investment objectives on an industry-wide basis. Some
services' rankings include variable life insurance issuers as well as variable
annuity issuers, while others' rankings compare only variable annuity issuers.
Performance analysis prepared by services may rank such issuers on the basis
of total return, assuming reinvestment of distributions, but do not take sales
charges, redemption fees or certain expense deductions at the separate account
level into consideration. In addition, some such services prepare risk-
adjusted rankings, which consider the effect of market risk on total return
performance. This type of ranking provides data as to which funds provide the
highest total return within various categories of funds defined by the degree
of risk inherent in their investment objectives. Ranking services ML of New
York may use as sources of performance comparison are Lipper, VARDS,
CDA/Weisenberger, Morningstar, MICROPAL, and Investment Company Data, Inc.
Advertising and sales literature for the Contracts may also compare the
performance of the subaccounts to the Standard & Poor's Index of 500 Common
Stocks, the Morgan Stanley EAFE Index, the Russell 2000 Index and the Dow
Jones Indices, all widely used measures of stock market performance. These
unmanaged indices assume the reinvestment of dividends, but do not reflect any
"deduction" for the expense of operating or managing an investment portfolio.
Other sources of performance comparison that ML of New York may use are Chase
Investment Performance Digest, Money, Forbes, Fortune, Business Week,
Financial Services Weekly, Kiplinger Personal Finance, Wall Street Journal,
USA Today, Barrons, U.S. News & World Report, Strategic Insight, Donaghues,
Investors Business Daily, and Ibbotson Associates.
Advertising and sales literature for the Contracts may also contain
information on the effect of tax deferred compounding on subaccount investment
returns, or returns in general, which may be illustrated by graphs, charts or
otherwise and which may include a comparison at various points in time of the
return from an investment in a Contract (or returns in general) on a tax-
deferred basis (assuming one or more tax rates) with the return on a currently
taxable basis.
ML LIFE INSURANCE COMPANY OF NEW YORK
ML Life Insurance Company of New York ("ML of New York") is a stock life
insurance company organized under the laws of the State of New York in 1973.
ML of New York is an indirect wholly owned subsidiary of Merrill Lynch & Co.,
Inc., a corporation whose common stock is traded on the New York Stock
Exchange.
ML of New York's financial statements can be found in the Statement of
Additional Information and should only be considered in the context of its
ability to meet any obligations it may have under the Contract.
All communications concerning the Contract should be addressed to ML of New
York's Home Office at the address printed on the first page of this
Prospectus.
THE ACCOUNTS
Contract owners may direct their premiums into one or both of two segregated
investment accounts available to the Contract (the "Accounts"). The ML of New
York Variable Annuity Separate Account A ("Account A") offers a variety of
investment options, each with a different investment objective, through its
subaccounts. The ML of New York Variable Annuity Separate Account B ("Account
B") offers a money market investment through its subaccount.
The Accounts were established on August 14, 1991, as separate investment
accounts. They are registered with the Securities and Exchange Commission as
unit investment trusts pursuant to
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<PAGE>
the Investment Company Act of 1940. Their registration does not involve any
supervision by the Securities and Exchange Commission over the investment
policies or practices of the Accounts. The Accounts each meet the definition
of a separate account under the federal securities laws. The Accounts' assets
are segregated from all of ML of New York's other assets.
Obligations to contract owners and beneficiaries that arise under the Contract
are obligations of ML of New York. ML of New York owns all of the assets in
the Accounts. With respect to each Account, income, gains, and losses, whether
or not realized, from assets allocated to that Account are, in accordance with
the Contracts, credited to or charged against the Account without regard to
other income, gains or losses of ML of New York. As required, the assets in
each Account will always be at least equal to the reserves and other
liabilities of the Account. If the assets exceed the required reserves and
other Contract liabilities (which will always be at least equal to the
aggregate contract value allocated to the Account under the Contracts), ML of
New York may transfer the excess to its general account. New York insurance
law provides that each Account's assets, to the extent of its reserves and
liabilities, may not be charged with liabilities arising out of any other
business ML of New York conducts nor may the assets of either Account be
charged with any liabilities of the other Account.
There are seventeen subaccounts currently available through Account A and one
subaccount currently available through Account B. Effective following the
close of business on December 6, 1996, three additional subaccounts previously
available through Account A (the Natural Resources Focus Subaccount, the
American Balanced Subaccount, and the Global Utility Focus Subaccount) were
closed to allocations of premiums and contract value. All subaccounts invest
in a corresponding mutual fund portfolio of the Merrill Variable Funds; AIM
V.I. Funds; Alliance Fund; or MFS Trust. Additional subaccounts may be added
in the future.
The Accounts' financial statements can be found in the Statement of Additional
Information.
INVESTMENTS OF THE ACCOUNTS
MERRILL LYNCH VARIABLE SERIES FUNDS, INC.
The Merrill Lynch Variable Series Funds, Inc. ("Merrill Variable Funds") is
registered with the Securities and Exchange Commission as an open-end
management investment company. It currently offers the Accounts Class A shares
of sixteen of its separate investment mutual fund portfolios. The Reserve
Assets Fund is available only to Account B. The fifteen remaining Funds of
Merrill Variable Funds (three of which are closed to allocations of premiums
and contract value) are available only to Account A. These Funds' shares are
currently sold only to separate accounts of ML of New York, Merrill Lynch
Life, and several insurance companies not affiliated with ML of New York, to
fund benefits under certain variable annuity and variable life insurance
contracts. Shares of each of these Funds may be made available to the separate
accounts of additional insurance companies in the future.
Merrill Lynch Asset Management, L.P. ("MLAM") is the investment adviser to the
Funds of Merrill Variable Funds. MLAM is a worldwide mutual fund leader with
more than $145.7 billion in assets under management. It is registered as an
investment adviser under the Investment Advisers Act of 1940. MLAM is an
indirect subsidiary of Merrill Lynch & Co., Inc. MLAM's principal business
address is 800 Scudders Mill Road, Plainsboro, New Jersey 08536. As the
investment adviser, MLAM is paid fees by these Funds for its services. The
fees charged to each of these Funds are set forth in the summary of investment
objectives below.
Details about these Funds, including their investment objectives, management,
policies, restrictions, their expenses and risks associated with investments
therein (including specific risks associated with investment in the High
Current Income Fund), and other aspects of these Funds' operation can be found
in the attached prospectus for the Merrill Variable Funds and in their
Statement of Additional Information which should be read carefully before
investing. There is no guarantee that any Fund will be able to meet its
investment objective. Meeting the objectives depends upon future economic
conditions as well as upon how well these Funds' management anticipates
changes in those economic conditions.
16
<PAGE>
DOMESTIC MONEY MARKET FUND. This Fund seeks preservation of capital,
liquidity, and the highest possible current income consistent with the
foregoing objectives by investing in short-term domestic money market
securities. The Fund invests in short-term United States government
securities; government agency securities; bank certificates of deposit and
bankers' acceptances; short-term corporate debt securities such as commercial
paper and variable amount master demand notes; repurchase agreements and other
domestic money market instruments. MLAM receives from the Fund an advisory fee
at the annual rate of 0.50% of the average daily net assets of the Fund.
PRIME BOND FUND. This Fund seeks to obtain as high a level of current income
as is consistent with the investment policies of the Fund and with prudent
investment management, and capital appreciation to the extent consistent with
the foregoing objective. The Fund invests primarily in long-term corporate
bonds rated in the top three ratings categories by established rating
services. MLAM receives from the Fund an advisory fee at the annual rate of
0.50% of the first $250 million of the combined average daily nets assets of
the Fund and High Current Income Fund; 0.45% of the next $250 million; 0.40%
of the next $250 million; and 0.35% of the combined average daily net assets
in excess of $750 million. The reduction of the advisory fee applicable to the
Fund is determined on a uniform percentage basis as described in the Statement
of Additional Information for the Merrill Variable Funds.
HIGH CURRENT INCOME FUND. This Fund seeks to obtain as high a level of current
income as is consistent with the investment policies of the Fund and with
prudent investment management, and capital appreciation to the extent
consistent with the foregoing objective. The Fund invests principally in
fixed-income securities that are rated in the lower rating categories of the
established rating services or in unrated securities of comparable quality
(commonly known as "junk bonds"). Because investment in such securities
entails relatively greater risk of loss of income or principal, an investment
in the High Current Income Fund may not be appropriate as the exclusive
investment to fund a Contract. In an effort to minimize risk, the Fund will
diversify its holdings among many issuers. However, there can be no assurance
that diversification will protect the Fund from widespread defaults during
periods of sustained economic downturn. MLAM receives from the Fund an
advisory fee at the annual rate of 0.55% of the first $250 million of the
combined average daily net assets of the Fund and Prime Bond Fund; 0.50% of
the next $250 million; 0.45% of the next $250 million; and 0.40% of the
combined average daily net assets in excess of $750 million. The reduction of
the advisory fee applicable to the Fund is determined on a uniform percentage
basis as described in the Statement of Additional Information for the Merrill
Variable Funds.
QUALITY EQUITY FUND. This Fund seeks to attain the highest total investment
return consistent with prudent risk. The Fund employs a fully managed
investment policy utilizing equity securities, primarily common stocks of
large-capitalization companies, as well as investment grade debt and
convertible securities. Management of the Fund will shift the emphasis among
investment alternatives for capital growth, capital stability, and income as
market trends change. MLAM receives from the Fund an advisory fee at the
annual rate of 0.50% of the first $250 million of average daily net assets;
0.45% of the next $50 million; 0.425% of the next $100 million; and 0.40% of
the average daily net assets in excess of $400 million.
EQUITY GROWTH FUND. This Fund seeks to attain long-term growth of capital by
investing in a diversified portfolio of securities, primarily common stocks,
of relatively small companies that management of the Fund believes have
special investment value, of emerging growth companies regardless of size.
Such companies are selected by management on the basis of their long-term
potential for expanding their size and profitability or for gaining increased
market recognition for their securities. Current income is not a factor in
such selection. MLAM receives from the Fund an advisory fee at the annual rate
of 0.75% of the average daily net assets of the Fund. This is a higher fee
than that of many other mutual funds, but management of the Fund believes it
is justified by the high degree of care that must be given to the initial
selection and continuous supervision of the types of portfolio securities in
which the Fund invests.
NATURAL RESOURCES FOCUS FUND. This Fund seeks to attain long-term growth of
capital and protection of the purchasing power of capital by investing
primarily in equity securities of
17
<PAGE>
domestic and foreign companies with substantial natural resource assets. MLAM
receives from the Fund an advisory fee at the annual rate of 0.65% of the
average daily net assets of the Fund.
ML of New York and Account A reserve the right to suspend the sale of units of
the Natural Resources Focus Subaccount in response to conditions in the
securities markets or otherwise.
The subaccount corresponding to this Fund was closed to allocations of
premiums and contract value following the close of business on December 6,
1996.
AMERICAN BALANCED FUND. This Fund seeks a level of current income and a degree
of stability of principal not normally available from an investment solely in
equity securities and the opportunity for capital appreciation greater than is
normally available from an investment solely in debt securities by investing
in a balanced portfolio of fixed income and equity securities. MLAM receives
from the Fund an advisory fee at the annual rate of 0.55% of the average daily
net assets of the Fund.
The subaccount corresponding to this Fund was closed to allocations of
premiums and contract value following the close of business on December 6,
1996.
GLOBAL STRATEGY FOCUS FUND. This Fund seeks high total investment return by
investing primarily in a portfolio of equity and fixed income securities,
including convertible securities, of U.S. and foreign issuers. The Fund seeks
to achieve its objective by investing primarily in securities of issuers
located in the United States, Canada, Western Europe, the Far East and Latin
America. MLAM receives from the Fund an advisory fee at the annual rate of
0.65% of the average daily net assets of the Fund.
Effective following the close of business on December 6, 1996, the Flexible
Strategy Fund was merged with and into the Global Strategy Focus Fund.
BASIC VALUE FOCUS FUND. This Fund seeks to attain capital appreciation, and
secondarily, income by investing in securities, primarily equities, that
management of the Fund believes are undervalued and therefore represent basic
investment value. Particular emphasis is placed on securities which provide an
above-average dividend return and sell at a below-average price/earnings
ratio. MLAM receives from the Fund an advisory fee at the annual rate of 0.60%
of the average daily net assets of the Fund.
GLOBAL BOND FOCUS FUND (FORMERLY, THE WORLD INCOME FOCUS FUND). This Fund
seeks to provide high total investment return by investing in a global
portfolio of fixed income securities denominated in various currencies,
including multinational currency units. The Fund seeks to achieve this
objective by investing in fixed income securities that have a credit rating of
A or better by Standard & Poor's or by Moody's or commercial paper rated A-1
by Standard & Poor's or Prime-1 by Moody's or obligations that MLAM has
determined to be of similar creditworthiness. MLAM receives from the Fund an
advisory fee at the annual rate of 0.60% of the average daily net assets of
the Fund.
Effective following the close of business on December 6, 1996, the
International Bond Fund was merged with and into the Global Bond Focus Fund.
GLOBAL UTILITY FOCUS FUND. This Fund seeks to obtain capital appreciation and
current income through investment of at least 65% of its total assets in
equity and debt securities issued by domestic and foreign companies which are,
in the opinion of management of the Fund, primarily engaged in the ownership
or operation of facilities used to generate, transmit or distribute
electricity, telecommunications, gas or water. MLAM receives from the Fund an
advisory fee at the annual rate of 0.60% of the average daily net assets of
the Fund.
The subaccount corresponding to this Fund was closed to allocations of
premiums and contract value following the close of business on December 6,
1996.
INTERNATIONAL EQUITY FOCUS FUND. This Fund seeks to obtain capital
appreciation and, secondarily, income by investing in a diversified portfolio
of equity securities, of issuers located in countries other than the United
States. Under normal conditions, at least 65% of the Fund's net assets will be
invested in such equity securities. MLAM receives from the Fund an advisory
fee at the annual rate of 0.75% of the average daily net assets of the Fund.
18
<PAGE>
GOVERNMENT BOND FUND (FORMERLY, THE INTERMEDIATE GOVERNMENT BOND FUND). This
Fund seeks to achieve the highest possible current income consistent with the
protection of capital. It invests in debt securities issued or guaranteed by
the United States Government, its agencies or instrumentalities. MLAM receives
from the Fund an advisory fee at an annual rate of 0.50% of the average daily
net assets of the Fund.
DEVELOPING CAPITAL MARKETS FOCUS FUND. This Fund seeks long-term capital
appreciation by investing in securities, principally equities, of issuers in
countries having smaller capital markets. For purposes of its investment
objective, the Fund considers countries having smaller capital markets to be
all countries other than the four countries having the largest equity market
capitalizations. The Developing Capital Markets Focus Fund has established no
rating criteria for the debt securities in which it may invest, and will rely
on the investment adviser's judgment in evaluating the creditworthiness of an
issuer of such securities. In an effort to minimize the risk, the Fund will
diversify its holdings among many issuers. However, there can be no assurance
that diversification will protect the Fund from widespread defaults during
periods of sustained economic downturn. Because investment in the Developing
Capital Markets Focus Fund entails relatively greater risk of loss of income
or principal, an investment in the Fund may not be appropriate as the
exclusive investment to fund a Contract. MLAM receives from the Fund an
advisory fee at an annual rate of 1.00% of the average daily net assets of the
Fund.
RESERVE ASSETS FUND. This Fund seeks preservation of capital, liquidity, and
the highest possible current income consistent with the foregoing objectives
by investing in short-term money market securities. The Fund invests in short-
term United States government securities; government agency securities; bank
certificates of deposit and bankers' acceptances; short-term corporate debt
securities such as commercial paper and variable amount master demand notes;
repurchase agreements and other money market instruments. MLAM receives from
the Fund an advisory fee at the annual rate of 0.50% of the first $500 million
of the Fund's average daily net assets; 0.425% of the next $250 million;
0.375% of the next $250 million; 0.35% of the next $500 million; 0.325% of the
next $500 million; 0.30% of the next $500 million; and 0.275% of the average
daily net assets in excess of $2.5 billion.
INDEX 500 FUND. This Fund seeks investment results that, before expenses,
correspond to the aggregate price and yield performance of the Standard &
Poor's 500 Composite Stock Price Index (the "S&P 500 Index"). MLAM receives
from the Fund an advisory fee at an annual rate of 0.30% of the Fund's average
daily net assets.
AIM VARIABLE INSURANCE FUNDS, INC.
AIM Variable Insurance Funds, Inc. ("AIM V.I. Funds") is registered with the
Securities and Exchange Commission as an open-end, series, management
investment company. It currently offers Account A two of its separate
investment portfolios. Shares of the Funds of AIM V.I. Funds are currently
offered only to insurance company separate accounts to fund the benefits of
variable annuity contracts and variable life insurance policies. Shares of
these Funds may be offered, in the future, to certain pension or retirement
plans.
A I M Advisors, Inc. ("AIM"), 11 Greenway Plaza, Suite 100, Houston, Texas
77046-1173, serves as the investment adviser to each of the Funds of AIM V.I.
Funds. AIM was organized in 1976, and, together with its domestic
subsidiaries, manages or advises 48 investment company portfolios (including
these Funds). As of March 18, 1997, the total assets of the mutual funds
advised or managed by AIM and its domestic subsidiaries were approximately $68
billion. AIM is a wholly owned subsidiary of A I M Management Group Inc., an
indirect subsidiary of AMVESCO plc (formerly INVESCO plc). As the investment
adviser, AIM is paid fees by these Funds for its services. The fees charged to
each of these Funds are set forth in the summary of investment objectives
below.
AIM V.I. Funds has entered into an Administrative Services Agreement with AIM,
pursuant to which AIM has agreed to provide certain accounting and other
administrative services to these Funds, including the services of a principal
financial officer and related staff. As compensation to AIM for its services
under the Administrative Services Agreement, these Funds reimburse AIM for
expenses incurred by AIM or its affiliates in connection with such services.
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<PAGE>
AIM has entered into an agreement with ML of New York with respect to
administrative services for these Funds in connection with the Contracts.
Under this agreement, AIM pays compensation to ML of New York in an amount
equal to a percentage of the average net assets of these Funds attributable to
the Contracts.
AIM V.I. CAPITAL APPRECIATION FUND. This Fund seeks capital appreciation
through investments in common stocks, with emphasis on medium-sized and
smaller emerging growth companies. AIM will be particularly interested in
companies that are likely to benefit from new or innovative products, services
or processes that should enhance such companies' prospects for future growth
in earnings. As a result of this policy, the market prices of many of the
securities purchased and held by this Fund may fluctuate widely. Any income
received from securities held by the Fund will be incidental, and a contract
owner should not consider a purchase of shares of the Fund as equivalent to a
complete investment program. The AIM V.I. Capital Appreciation Fund's
portfolio is primarily comprised of securities of two basic categories of
companies: (1) "core" companies, which AIM considers to have experienced
above-average and consistent long-term growth in earnings and to have
excellent prospects for outstanding future growth, and (2) "earnings
acceleration" companies which AIM believes are currently enjoying a dramatic
increase in profits. AIM receives from the Fund an advisory fee at an annual
rate of 0.65% of the Fund's average daily net assets.
AIM V.I. VALUE FUND. This Fund seeks to achieve long-term growth of capital by
investing primarily in equity securities judged by AIM to be undervalued
relative to the current or projected earnings of the companies issuing the
securities, or relative to current market values of assets owned by the
companies issuing the securities or relative to the equity markets generally.
Income is a secondary objective. The subaccount investing in this Fund should
not be selected by contract owners who seek income as their primary investment
objective. AIM receives from the Fund an advisory fee at an annual rate of
0.65% of the Fund's average daily net assets.
ALLIANCE VARIABLE PRODUCTS SERIES FUND, INC.
Alliance Variable Products Series Fund, Inc. ("Alliance Fund") is registered
with the Securities and Exchange Commission as an open-end management
investment company. It currently offers Account A one of its separate
investment portfolios. This Fund is intended to serve as the investment medium
for variable annuity contracts and variable life insurance policies to be
offered by the separate accounts of certain insurance companies.
Alliance Capital Management L.P. ("Alliance"), a Delaware limited partnership
with principal offices at 1345 Avenue of the Americas, New York, New York
10105 serves as the investment adviser to each Fund of the Alliance Series
Fund. Alliance is an international investment manager supervising client
accounts with assets of December 21, 1996 totaling more than $182 billion (of
which approximately $63 billion represented the assets of investment
companies). Alliance Capital Management Corporation ("ACMC"), the sole general
partner of Alliance, is an indirect wholly-owned subsidiary of The Equitable
Life Assurance Society of the United States, which is in turn a wholly-owned
subsidiary of the Equitable Companies Incorporated, a holding company which is
controlled by AXA, a French insurance holding company. As the investment
adviser, Alliance is paid fees by this Fund for its services. The fees charged
to this Fund are set forth in the summary of investment objective below.
Alliance Fund Distributors, Inc. ("AFD"), an affiliate of Alliance, has
entered into an agreement with ML of New York with respect to administrative
services for these Funds in connection with the Contracts. Under this
agreement, AFD pays compensation to ML of New York in an amount equal to a
percentage of the average net assets of these Funds attributable to the
Contracts.
PREMIER GROWTH PORTFOLIO. This Fund seeks growth of capital by pursuing
aggressive investment policies. Since investments will be made based upon
their potential for capital appreciation, current income will be incidental to
the objective of capital growth. Because of the market risks inherent in any
investment, the selection of securities on the basis of their appreciation
possibilities cannot ensure against possible loss in value. This Fund is
therefore not intended for contract owners whose principal objective is
assured income and conservation of capital. Alliance
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<PAGE>
receives from the Fund an advisory fee at an annual rate of 0.72% of the
Fund's average daily net assets.
MFS VARIABLE INSURANCE TRUST
MFS Variable Insurance Trust ("MFS Trust") is registered with the Securities
and Exchange Commission as an open-end management investment company. It
currently offers Account A two of its separate investment portfolios. The
Funds of MFS Trust are intended to serve as the investment medium for variable
annuity contracts and variable life insurance policies to be offered by the
separate accounts of certain insurance companies.
Massachusetts Financial Services Company ("MFS"), a Delaware corporation, 500
Boylston Street, Boston, Massachusetts 02116, serves as the investment adviser
to each of the Funds of MFS Trust. MFS is America's oldest mutual fund
organization. MFS and its predecessor organizations have a history of money
management dating from 1924 and the founding of the first mutual fund in the
United States, Massachusetts Investors Trust. Net assets under the management
of the MFS organization were approximately $52.8 billion as of February 28,
1997. MFS is a subsidiary of Sun Life of Canada (U.S.), which, in turn, is a
wholly-owned subsidiary of Sun Life Assurance Company of Canada. As the
investment adviser, MFS is paid fees by each of these Funds for its services.
The fees charged to these Funds are set forth in the summary of investment
objectives below.
MFS has entered into an agreement with MLIG with respect to administrative
services for these Funds in connection with the Contracts and certain
contracts issued by Merrill Lynch Life Insurance Company. Under this
agreement, MFS pays compensation to MLIG in an amount equal to a percentage of
the average net assets of these Funds attributable to such contracts.
MFS EMERGING GROWTH SERIES. This Fund seeks long-term growth of capital by
investing primarily (i.e., at least 80% of its assets under normal
circumstances) in common stocks of emerging growth companies. Emerging growth
companies include companies that MFS believes are early in their life cycle
but which have the potential to become major enterprises. Dividend and
interest income from portfolio securities, if any, is incidental to the Fund's
objective of long-term growth of capital. MFS receives from the Fund an
advisory fee at an annual rate of 0.75% of average daily net assets of the
Fund.
MFS RESEARCH SERIES. This Fund seeks to provide long-term growth of capital
and future income. The portfolio securities of the MFS Research Series are
selected by a committee of investment research analysts. This committee
includes investment analysts employed not only by the Adviser but also by MFS
International (U.K.) Limited, a wholly-owned subsidiary of MFS. The Series'
assets are allocated among industries by the analysts acting together as a
group. Individual analysts are then responsible for selecting what they view
as the securities best suited to meet the Series' investment objective within
their assigned industry responsibility. MFS receives from the Fund an advisory
fee at an annual rate of 0.75% of average daily net assets of the Fund.
PURCHASES AND REDEMPTIONS OF FUND SHARES; REINVESTMENT
The Accounts will purchase and redeem shares of the Funds to the extent
necessary to provide benefits under the Contract or for such other purposes as
may be consistent with the Contract. The Accounts will purchase and redeem
shares of the Funds at net asset value. Fund distributions to the Accounts are
automatically reinvested in additional shares of the Funds at net asset value.
MATERIAL CONFLICTS, SUBSTITUTION OF INVESTMENTS AND CHANGES TO ACCOUNTS
It is conceivable that material conflicts could arise as a result of both
variable annuity and variable life insurance separate accounts investing in
the Funds. Although no material conflicts are foreseen, the participating
insurance companies will monitor events in order to identify any material
conflicts between variable annuity and variable life insurance contract owners
to determine what action, if any, should be taken. Material conflicts could
result from such things as (1) changes in state insurance law, (2) changes in
federal income tax law or (3) differences
21
<PAGE>
between voting instructions given by variable annuity and variable life
insurance contract owners. If a conflict occurs, the ML of New York may be
required to eliminate one or more subaccounts of Separate Account A or
Separate Account B or substitute a new subaccount. In responding to any
conflict, ML of New York will take the action which it believes necessary to
protect its contract owners.
ML of New York may substitute a different investment option for any of the
current Funds. Substitution may be made with respect to both existing
investments and the investment of future premiums. However, no such
substitution will be made without any necessary approval of the Securities and
Exchange Commission and applicable state insurance departments. Contract
owners will be notified of any substitutions. Additional investment options
may be added in the future as eligible investments through the Accounts.
In addition, ML of New York may make additional subaccounts available to
either Account, eliminate subaccounts in either Account, deregister either or
both of the Accounts under the Investment Company Act of 1940 (the "1940
Act"), make any changes required by the 1940 Act, operate either or both
Accounts as a managed investment company under the 1940 Act or any other form
permitted by law, transfer all or a portion of the assets of a subaccount or
Account to another subaccount or account pursuant to a combination or
otherwise, and create new accounts. No such changes will be made without any
necessary approval of the Securities and Exchange Commission and applicable
state insurance departments. Contract owners will be notified of any changes.
CHARGES AND DEDUCTIONS
CONTRACT MAINTENANCE CHARGE
A charge is made to reimburse ML of New York for expenses related to
maintenance of the Contract. These expenses include issuing Contracts,
maintaining records, and performing accounting, regulatory compliance, and
reporting functions. This $40 maintenance charge will be deducted from the
contract value on each contract anniversary that occurs on or prior to the
annuity date. It will also be deducted when the Contract is surrendered if it
is surrendered on any date other than a contract anniversary. The contract
maintenance charge will be deducted on a pro rata basis from among all
subaccounts in which contract value is invested. (See ACCUMULATION UNITS on
page 26 for a discussion of the effect the deduction of this charge will have
on the number of accumulation units credited to a Contract.) The contract
maintenance charge will never increase.
This charge will be waived on all Contracts with a contract value equal to or
greater than $50,000 on the date the charge would otherwise be deducted. It is
not deducted after the annuity date.
Currently, a contract owner of three or more Contracts will be assessed no
more than $120 in Contract Maintenance Charges annually, regardless of the
number of Contracts owned. Once Contract Maintenance Charges in an amount
equal to $120 have been paid in a calendar year by a contract owner, remaining
Contract Maintenance Charges to which the contract owner would otherwise be
subject in the same calendar year will be waived. ML of New York reserves the
right to discontinue this waiver at any time.
MORTALITY AND EXPENSE RISK CHARGE
A mortality and expense risk charge is imposed on the Accounts. It equals
1.25% annually for Account A and 0.65% annually for Account B deducted daily
from the net asset value of the Accounts. Of this amount, 0.75% annually for
Account A and 0.35% annually for Account B is attributable to mortality risks
assumed by ML of New York for the annuity payment and death benefit guarantees
made under the Contract. These guarantees include making annuity payments
unaffected by mortality experience and providing a minimum death benefit under
the Contract.
Additionally, of the total mortality and expense risk charge, 0.50% annually
for Account A and 0.30% annually for Account B is attributable to expense
risks assumed by ML of New York should
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the contract maintenance and administration charges be insufficient to cover
all Contract maintenance and administration expenses.
The mortality and expense risk charge is greater for Account A than for
Account B because a greater death benefit and higher administrative expenses
are attributable to Account A. If the mortality and expense risk charge is
inadequate to cover the actual expenses of mortality, maintenance, and
administration, ML of New York will bear the loss. If the charge exceeds the
actual expenses, the excess will be added to ML of New York's profit. The
mortality and expense risk charge will never increase.
ADMINISTRATION CHARGE
An administration charge is made to reimburse ML of New York for costs
associated with the establishment and administration of Account A. This charge
covers such expenses as optional contract transactions (for example,
processing transfers and Dollar Cost Averaging transactions). A charge of
0.10% annually will be deducted daily only from the net asset value of Account
A. The administration charge will never increase.
CONTINGENT DEFERRED SALES CHARGE
A contingent deferred sales charge may be imposed on withdrawals and
surrenders from Account A. This charge reimburses ML of New York for expenses
relating to the sale of the Contract, such as commissions, preparation of
sales literature, and other promotional activity. The charge is imposed only
on premium withdrawn or surrendered from Account A that was held for less than
seven years. However, where permitted by state regulation, up to 10% of this
premium will not be subject to such a charge if withdrawn or surrendered from
Account A during the first withdrawal of the contract year, whether paid in a
lump sum or elected to be paid on a monthly, quarterly, semi-annual or annual
basis. In addition, where permitted by state regulation, ML of New York
reserves the right not to impose a contingent deferred sales charge on any
premium withdrawn or surrendered from Contracts purchased by employees of ML
of New York or from Contracts purchased by the employees' spouses or
dependents.
The maximum contingent deferred sales charge is 7% of the premium withdrawn
during the first year after that premium is paid, decreasing by 1% annually to
0% after year seven, as shown below.
<TABLE>
<CAPTION>
NUMBER OF COMPLETE YEARS
ELAPSED SINCE PREMIUM WAS PAID CONTINGENT DEFERRED SALES CHARGE
------------------------------ --------------------------------
<S> <C>
0 7%
1 6%
2 5%
3 4%
4 3%
5 2%
6 1%
7 0%
</TABLE>
Contingent deferred sales charges are calculated on total premiums withdrawn
from Account A, but not to exceed the account value. Gain in account value is
never subject to a contingent deferred sales charge. (See page 31 for a
discussion of the rules for determining whether a withdrawal is considered to
come from premiums or gain for contingent deferred sales charge purposes.) For
example, if a contract owner made a $5,000 premium payment to Account A and
withdrew the entire $5,000 three years later when there had been no gain or
loss on that premium, a 4% contingent deferred sales charge would be imposed
on the $5,000 withdrawal. If that contract owner had made a $5,000 premium
payment to Account A and due to negative investment experience only $4,500
remained in Account A when the contract owner withdrew it three years later, a
4% contingent deferred sales charge would be imposed only on $4,500 of the
original premium. If instead the $5,000 premium payment the contract owner
made to Account A
23
<PAGE>
grew to $5,500 due to positive investment experience, and the contract owner
withdrew $200 of gain in account value as the first withdrawal three years
later, and thereafter withdrew the remaining $5,300 in a subsequent withdrawal
that same year, no contingent deferred sales charge would be imposed on the
$200 first withdrawn (as it represents gain in account value and not premium)
and a 4% contingent deferred sales charge would be imposed only on $5,000 of
the $5,300 subsequent withdrawal (as $300 of that amount represents gain in
account value).
When imposed, the contingent deferred sales charge will be deducted on a pro
rata basis from among the subaccounts in which the contract owner has
invested, on the basis of the contract owner's interest in each subaccount to
the Account A account value. (See WITHDRAWALS AND SURRENDERS on page 31 and
ACCUMULATION UNITS on page 26 for a discussion of the effect the deduction of
this charge will have on the number of accumulation units credited to a
Contract.)
To the extent that the contingent deferred sales charge is inadequate to
recover all sales expenses associated with the Contract, the deficiency will
be met by ML of New York's surplus, which may be partly derived from the
mortality and expense risk charge on the Contract.
No contingent deferred sales charge will be imposed on withdrawals or
surrenders from Account B.
PREMIUM TAXES
Various states and municipalities impose a premium tax on annuity premiums
when they are received by an insurance company. In other jurisdictions, a
premium tax is paid on the contract value on the annuity date.
State premium tax rates vary from jurisdiction to jurisdiction and currently
range from 0% to 5%. ML of New York will pay these taxes when due, and a
charge for any premium taxes imposed by a state or local government will be
deducted from the contract value on the annuity date. (See ACCUMULATION UNITS
on page 26 for a discussion of the effect the deduction of this charge will
have on the number of accumulation units credited to a Contract.) In those
jurisdictions that do not allow an insurance company to reduce its current
taxable premium income by the amount of any withdrawal, surrender or death
benefit paid, ML of New York will also deduct a charge for these taxes on any
withdrawal, surrender or death benefit effected under the Contract.
Premium tax rates are subject to change by law, administrative
interpretations, or court decisions. Premium tax amounts will depend on, among
other things, the contract owner's state of residence, ML of New York's status
within that state, and the premium tax laws of that state.
OTHER CHARGES
Contract owners may make up to six transfers among Account A subaccounts per
contract year without charge. Additional transfers may be permitted at a
charge of $25 per transfer. (See TRANSFERS on page 29.)
ML of New York reserves the right, subject to any necessary regulatory
approval, to charge for assessments or federal premium taxes or federal, state
or local excise, profits or income taxes measured by or attributable to the
receipt of premiums. ML of New York also reserves the right to deduct from the
Accounts any taxes imposed on the Accounts' investment earnings. (See ML OF
NEW YORK'S TAX STATUS on page 34.)
In calculating the net asset values of the Funds, advisory fees and operating
expenses are deducted from the assets of each Fund. Information about those
fees and expenses can be found in the attached prospectuses for the Funds and
in the Statement of Additional Information for each Fund.
Fees associated with participation in the Merrill Lynch RPA SM program are
paid by the participating contract owner and are not deducted from the
contract value or imposed on the Accounts. (See MERRILL LYNCH RETIREMENT PLUS
ADVISOR SM on page 30.)
24
<PAGE>
DESCRIPTION OF THE CONTRACT
OWNERSHIP OF THE CONTRACT
The contract owner is entitled to exercise all rights under the Contract.
Unless otherwise specified, the purchaser of the Contract will be the contract
owner. The contract owner may designate a beneficiary. The beneficiary will
receive all outstanding Contract benefits if the owner dies. The contract
owner may also designate an annuitant. The annuitant may be changed at any
time prior to the annuity date. If no annuitant is selected, the contract
owner will be the annuitant. If the annuitant is changed on a contract owned
by other than a natural person, the change will be treated as the death of the
contract owner for purposes of the Internal Revenue Code. ML of New York will
then pay to the owner's beneficiary the contract value, less any applicable
fees and charges.
The Contract may be assigned to another owner upon notice to ML of New York's
Home Office. The Contract may only be assigned to another owner in full, not
in part. An assignment to a new owner cancels all prior beneficiary
designations except for those prior beneficiary designations that have been
made irrevocably. Assignment of the Contract may have tax consequences or may
be prohibited on certain IRA Contracts, so the contract owner should consult
with a qualified tax adviser before assigning the Contract. (See FEDERAL
INCOME TAXES on page 34.)
When co-owners are established, they exercise all rights under the Contract
jointly unless they elect otherwise. IRA Contracts may not have co-owners.
ISSUING THE CONTRACT
A nonqualified Contract may generally be issued to contract owners who are
less than 85 years of age. Annuitants on nonqualified Contracts must also be
less than age 85 at issue. For IRA Contracts owned by natural persons, the
contract owner and annuitant must be the same person. Therefore, contract
owners and annuitants on IRA Contracts must be less than age 70 1/2 at issue.
Before issuing the Contract, ML of New York requires certain information from
the prospective contract owner. Once that information is reviewed and
approved, and the prospective contract owner submits an initial premium, a
Contract will be issued. Generally, this review and approval process is
completed and the premium invested within two business days, but if any
necessary information has not been obtained within five business days, ML of
New York will offer to return the premium and no Contract will be processed.
If the prospective contract owner instead consents, ML of New York will hold
the premium until all necessary information is obtained, and will then invest
the premium within two business days after obtaining the information. The
initial premium will be invested as described under PREMIUM INVESTMENTS, on
page 26.
The date of issue will be the date the required information and initial
premium are received at ML of New York's Home Office.
TEN DAY RIGHT TO REVIEW
When the contract owner receives the Contract, it should be reviewed carefully
to make sure it is what the contract owner intended to purchase. Generally,
within 10 days after the contract owner receives the Contract, he or she may
return it for a refund. Some states allow a longer period of time to return
the Contract. The Contract must be delivered to ML of New York's Home Office
or to the Financial Consultant who sold it for a refund to be made. ML of New
York will then refund to the contract owner the greater of all premiums paid
into the Contract or the contract value as of the date the Contract is
returned. The Contract will then be deemed void.
CONTRACT CHANGES
Requests to change the owner, beneficiary, annuitant, or annuity date of a
Contract will take effect as of the date such a request is signed by the
contract owner, unless ML of New York has already acted in reliance on the
prior status. Such changes may have tax consequences. See FEDERAL INCOME TAXES
on page 34. See also OWNERSHIP OF THE CONTRACT above.
25
<PAGE>
PREMIUMS
Initial premium payments must be $5,000 or more on a nonqualified Contract and
$2,000 or more on an IRA Contract. Subsequent premium payments must be $100 or
more and can be made at any time prior to the annuity date. (The $100 minimum
may be waived in connection with premiums paid under IRA Contracts that are
held in Retirement Plan Operations (RPO) accounts of Merrill Lynch, Pierce,
Fenner & Smith Incorporated ("MLPF&S"), in order to transfer any existing cash
balance of such account, in full, into a Contract.) ML of New York reserves
the right to refuse to accept subsequent premium payments, if required by law.
Premium payments can be made directly by the contract owner or debited from
his or her MLPF&S brokerage account and must be transmitted to ML of New
York's Home Office at the address printed on the cover of this Prospectus.
Under an automatic investment feature, premium payments can also be made
systematically on a monthly, quarterly, semi-annual or annual basis from a
MLPF&S brokerage account. A Financial Consultant should be contacted for
additional information. The automatic investment feature may be canceled by
the contract owner at any time. Once canceled, it cannot be activated again
until the next contract year. Maximum annual contributions to IRA Contracts
are limited by federal law.
PREMIUM INVESTMENTS
For the first 14 days following the date of issue, all premiums directed into
Account A will be held in the Domestic Money Market Subaccount. Thereafter,
the account value will be reallocated to the Account A subaccounts selected.
Subsequent premiums allocated to Account A will be directly placed in the
subaccounts selected as of the end of the valuation period in which they are
received at ML of New York's Home Office. Premiums directed into Account B
will be directly placed in the Reserve Assets Subaccount on the issue date.
Subsequent premiums allocated to Account B will be directly placed in its
Reserve Assets Subaccount as of the end of the valuation period in which they
are received at ML of New York's Home Office. Currently, a contract owner may
allocate his or her premium among eighteen subaccounts (seventeen available
through Account A and one available through Account B); allocations must be
made in increments that are even multiples of 10%. For example, 10% of a
premium received may be allocated to the Prime Bond Fund, 40% allocated to the
High Current Income Fund, and 50% allocated to the Quality Equity Fund.
However, a contract owner may not allocate 33 1/3% to the Prime Bond Fund and
66 2/3% to the High Current Income Fund. If allocation instructions are not
given with subsequent premiums received, ML of New York will allocate those
premiums according to the allocation instructions last received from the
contract owner. ML of New York reserves the right to modify the limit on the
number of subaccounts to which future allocations may be made.
ACCUMULATION UNITS
Each subaccount has a distinct value, called the accumulation unit value. The
accumulation unit value varies daily, as described below. This value is used
to determine the number of subaccount accumulation units represented by a
contract owner's investment in a subaccount. When a contract owner invests a
premium or transfers an amount to a subaccount, accumulation units in that
subaccount are purchased and credited to the Contract. Conversely, when a
contract owner withdraws contract value or transfers an amount from a
subaccount, accumulation units credited to the Contract in that subaccount are
redeemed. Similarly, when a deduction is made under a Contract for the
contract maintenance charge, any contingent deferred sales charges, any
transfer charge and any premium taxes due, accumulation units credited to the
Contract in the subaccounts are redeemed. (See CHARGES AND DEDUCTIONS on page
22 for a discussion concerning the allocation of charges to subaccounts.) The
number of accumulation units in a subaccount so purchased or redeemed for a
Contract is based on the subaccount's accumulation unit value as of the end of
the valuation period during which the purchase or redemption is made. It is
determined by dividing the dollar value of the amount of the purchase or
redemption allocated to the subaccount by the value of one accumulation unit
for that subaccount for the valuation period in
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<PAGE>
which the transfer is effected. The number of accumulation units in each
subaccount credited to a Contract will therefore increase or decrease as these
transactions are effected.
The number of subaccount accumulation units credited to a Contract will not
change as a result of investment experience or the deduction of mortality and
expense risk and administration charges. Instead, these charges and investment
experience will be reflected in the accumulation unit value.
For each subaccount, the value of an accumulation unit was arbitrarily set at
$10 when it was established. Accumulation unit values may increase or decrease
from one valuation period to the next. A valuation period is the interval from
one determination of the net asset value of a subaccount to the next, measured
from the time each day the Funds are valued. The Funds are valued at the close
of business on each day the New York Stock Exchange is open. An accumulation
unit value for any valuation period is determined by multiplying the
accumulation unit value for the last prior valuation period by the net
investment factor for the subaccount for the current valuation period. The
Funds' investment performance, expenses, and the deduction of asset-based
charges affect the accumulation unit value.
The net investment factor is an index used to measure the investment
performance of a subaccount from one valuation period to the next. For any
subaccount, the net investment factor is determined by dividing the value of
the assets of the subaccount for that valuation period by the value of the
assets of the subaccount for the preceding valuation period, and subtracting
from the result the valuation period equivalent of the annual administration
and mortality and expense risk charges. ML of New York may adjust the net
investment factor to make provisions for any change in the law that requires
it to pay tax on capital gains in the Accounts or for any assessments or
federal premium taxes or federal, state or local excise, profits or income
taxes measured by or attributable to the receipt of premiums. (See OTHER
CHARGES on page 24).
The net investment factor may be greater or less than one. Therefore, the
value of an accumulation unit may increase or decrease.
DEATH BENEFIT
Prior to the annuity date, the Contract provides a death benefit feature that
guarantees a death benefit if the contract owner dies, regardless of
investment experience. For contract owners age 80 or under on the Contract
date of issue, the death benefit will be equal to the greatest of (a) premiums
paid less any withdrawals, (b) the contract value, or (c) the maximum death
benefit value. (For contract owners over age 80 on the Contract date of issue,
the death benefit will be the greater of (a) premiums paid less any
withdrawals or (b) the contract value.)
ML of New York will calculate an anniversary value for the date of issue and
each contract anniversary through the earlier of (i) the contract owner's
attained age 80 or (ii) the anniversary on or prior to the date of death. (For
Contracts endorsed after their date of issue, the anniversary value is
initially calculated beginning with the first contract anniversary following
the date of endorsement.) The maximum death benefit value will be equal to the
greatest anniversary value of Account A, plus the value of Account B. Each
anniversary value of Account A is calculated as follows:
. the value of Account A on the date of issue and each contract anniversary
thereafter; plus
. premium payments allocated to Account A since the date of issue or that
anniversary; less
. withdrawals and transfers from Account A since the date of issue or that
anniversary.
After age 80, the greatest anniversary value of Account A will be equal to the
greatest anniversary value of Account A as of attained age 80, plus premium
payments allocated to Account A since such anniversary, less withdrawals and
transfers from Account A since such anniversary.
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<PAGE>
EXAMPLE: Assume a Contract is issued to a contract owner below age 80, and
that no allocations are made to Account B. Maximum death benefit values of
the Contract, based on hypothetical values of Account A* and the contract
transactions shown, are set forth below:
<TABLE>
<CAPTION>
MAXIMUM
TRANSACTIONS ANNIVERSARY VALUES DEATH PREMIUMS
-------------------- ------------------------------- BENEFIT CONTRACT LESS DEATH
DATE PREMIUMS WITHDRAWALS 1/1/98 1/1/99 1/1/00 1/1/01 VALUE VALUE WITHDRAWALS BENEFIT
- ------ -------- ----------- ------- ------- ------- ------- ------- -------- ----------- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1/1/96 100,000 100,000 100,000 100,000 100,000 100,000
1/1/99 100,000 105,000 105,000 105,000 100,000 105,000
6/1/99 10,000 110,000 115,000 115,000 114,000 110,000 115,000
7/1/99 5,000 105,000 110,000 110,000 112,000 105,000 112,000
1/1/00 105,000 110,000 109,000 110,000 109,000 105,000 110,000
1/1/01 105,000 110,000 109,000 112,000 112,000 112,000 105,000 112,000
</TABLE>
- --------
* Account A anniversary values reflect hypothetical positive and negative
investment performance to demonstrate the calculation of the maximum death
benefit value. There can, of course, be no assurance that Account A will
experience positive investment performance.
For Contracts issued on a joint ownership basis, the greatest anniversary
value is calculated based on the period of time through the earlier of (i) the
older co-owner attaining age 80 or (ii) the anniversary on or prior to either
co-owner's date of death. Subsequent changes in the contract owner will not
increase the period of time during which anniversary values are used to
determine the maximum death benefit value, but could shorten such period if a
subsequent owner is older than the prior owner. Specifically, if a new
contract owner has not attained age 80 and is older than the contract owner
whose age is being used to determine the maximum death benefit value at the
time of the ownership change, the period of time used in the calculation of
the maximum death benefit value will be based on the age of the new contract
owner at the time of the ownership change. If at the time of an ownership
change the new contract owner is over attained age 80, the maximum death
benefit value will be calculated based on the greatest anniversary value of
Account A as of the contract anniversary prior to the ownership change. If a
contract owner is a non-natural person, then the annuitant's age, rather than
the contract owner's age will be used to determine the period of time used in
the calculation of the maximum death benefit value.
If the contract owner dies prior to the annuity date, ML of New York will pay
the Contract's death benefit to the owner's beneficiary. Unless the
beneficiary has been irrevocably designated, the contract owner may change the
beneficiary at any time prior to the annuity date. If the owner's beneficiary
is his or her surviving spouse, the spouse may elect to continue the Contract
in force on the same terms as applicable before the owner's death, and the
spouse will then become the contract owner and the beneficiary until a new
beneficiary is named.
The death benefit will be paid in a lump sum unless the beneficiary chooses an
annuity payment option available under the Contract. (See ANNUITY OPTIONS on
page 32.) However, if the contract owner dies before the annuity date, federal
tax law generally requires the entire contract value to be distributed within
five years of the date of death. Special rules may apply to the surviving
spouse. (See FEDERAL INCOME TAXES on page 34.)
The death benefit is determined as of the date ML of New York receives due
proof of death at its Service Center. Due proof of death is received as of the
date ML of New York receives a certified copy of the contract owner's death
certificate, the Beneficiary Statement, and any other paperwork necessary to
process the death claim. If other documents have not been received by the 60th
day following receipt of the certified death certificate, due proof of death
will be deemed to have been received and the death benefit will be paid in a
lump sum.
DEATH OF ANNUITANT
If the annuitant dies prior to the annuity date, and the annuitant is not the
contract owner, the owner may designate a new annuitant. If a new annuitant is
not designated, the contract owner will become the annuitant unless the owner
is not a natural person. If the contract owner is not a natural person, no new
annuitant may be named and the death benefit will be paid.
28
<PAGE>
If the annuitant dies after the annuity date, while guaranteed amounts remain
unpaid, the contract owner may either (a) have payments continue for the
amount or period guaranteed; or (b) receive the present value of the remaining
guaranteed payments in a lump sum. If the contract owner dies while guaranteed
amounts remain unpaid, his or her beneficiary may either (a) have payments
continue for the amount or period guaranteed; or (b) receive the present value
of the remaining guaranteed payments in a lump sum.
TRANSFERS
Once each contract year, contract owners may transfer from Account A to
Account B an amount equal to any gain in account value and/or any premium not
subject to a contingent deferred sales charge, determined as of the date the
request is received. Where permitted by state regulation, once each contract
year, contract owners may transfer from Account A to Account B all or a
portion of the greater of that amount or 10% of premiums subject to a
contingent deferred sales charge determined as of the date the request is
received (minus any of that premium already withdrawn or transferred).
Additionally, where permitted by state regulation, periodic transfers of all
or a portion of the greater amount, determined at the time of each periodic
transfer, are permitted, on a monthly, quarterly, semi-annual or annual basis.
Periodic transfers may be canceled by the contract owner at any time. Once
canceled, they can not be activated again until the next contract year.
Generally, the amount transferred will be deducted on a pro rata basis from
among the affected Account A subaccounts, on the basis of the contract owner's
interest in each subaccount to the Account A account value, unless the
contract owner requests otherwise. However, if the amount will be transferred
on a monthly, quarterly, semi-annual or annual basis, it must be deducted on a
pro rata basis.
This is the only amount which may be transferred from Account A to Account B
during that contract year. There is no charge imposed on the transfer of this
amount. No transfers are permitted from Account B to Account A.
Prior to the annuity date, contract owners may transfer all or part of their
Account A value among the subaccounts of Account A up to six times per
contract year without charge. Additional transfers among Account A subaccounts
may be made at a charge of $25 per transfer. Currently, there is no charge for
additional transfers. The transfer charge will be deducted on a pro rata basis
from among the subaccounts from which account value is being transferred. ML
of New York reserves the right to change the number of additional transfers
permitted each contract year, as appropriate.
Transfers among subaccounts may be made in specific dollar amounts or as a
percentage of Account A value. Requests to transfer dollar amounts must be for
at least $300 or the total value of a subaccount, if less. Requests to
transfer a percentage of Account A value are also subject to a $300 minimum,
with allocations in increments that are even multiples of 10%. For example,
20% of the $1,500 Account A value in the Prime Bond Fund may be transferred to
the High Current Income Fund, but 15 1/2% may not.
Contract owners may make transfer requests in writing or by telephone, once ML
of New York receives proper telephone transfer authorization. Transfer
requests may also be made through a Merrill Lynch Financial Consultant, or
another person designated by the owner, once ML of New York receives proper
authorization. Transfers will take effect as of the end of the valuation
period on the date the request is received at ML of New York's Home Office.
Telephone transfer requests received after 4:00 p.m. (ET) will be deemed to
have been received the following business day.
DOLLAR COST AVERAGING
The Contract offers an additional optional transfer feature called Dollar Cost
Averaging. This feature allows contract owners to reallocate value from the
Account A Domestic Money Market Subaccount to any of the remaining Account A
investment options. The main objective of the Dollar Cost Averaging feature is
to shield investment from short term price fluctuations. Since the same dollar
amount is transferred to selected subaccounts each month, more accumulation
units
29
<PAGE>
are purchased in a subaccount when their value is low and fewer accumulation
units are purchased when their value is high. Therefore, a lower than average
cost of purchasing accumulation units may be achieved over the long term. This
plan of investing allows contract owners to take advantage of investment
fluctuations, but does not assure a profit or protect against a loss in
declining markets.
Amounts will be transferred monthly to the subaccounts specified by the
contract owner. Amounts of $1,000 or more must be allotted for transfer each
month in the Dollar Cost Averaging feature. Allocations must be designated in
percentage increments that are even multiples of 10%. No specific dollar
amount designations may be made. ML of New York reserves the right to change
these minimums.
Contract owners may apply for the Dollar Cost Averaging feature at any time
prior to the annuity date. Dollar Cost Averaging transfers may continue for
anywhere from 12 to 36 months (or to the annuity date, if earlier), subject to
availability of Domestic Money Market Subaccount value for this purpose. When
the Dollar Cost Averaging feature is elected, an amount equal to the total to
be transferred during the term of the feature must have been deposited into
the Domestic Money Market Subaccount. Should the owner's interest in the
Domestic Money Market Subaccount drop below the selected monthly transfer
amount, ML of New York will notify the contract owner that an additional
premium payment will be necessary in that subaccount if he or she wants to
continue in the Dollar Cost Averaging feature.
The first Dollar Cost Averaging transfer will be effected on the first
monthiversary date after ML of New York receives the contract owner's election
at its Home Office. Subsequent Dollar Cost Averaging transfers will take
effect as of the end of the valuation period on each of the Contract's
monthiversary dates.
There is no charge imposed on Dollar Cost Averaging transfers. These transfers
are in addition to the annual transfers permitted under the Contract, as
described above.
Dollar Cost Averaging is an investment strategy and does not guarantee an
investment gain, nor will it protect against an investment loss when markets
have declined.
MERRILL LYNCH RETIREMENT PLUS ADVISOR SM
Subject to certain eligibility requirements, a contract owner may elect to
participate in the Merrill Lynch Retirement Plus Advisor SM ("RPA") program.
Through RPA, premiums and Account A values are allocated and transferred
periodically among the subaccounts of Account A, in accordance with an
investment program developed by Merrill Lynch, Pierce, Fenner & Smith
Incorporated ("MLPF&S") that is consistent with the contract owner's
investment profile. MLPF&S is registered as an investment adviser under the
Investment Advisers Act of 1940.
Prior to participating in this program, a contract owner must complete an RPA
profiling questionnaire and client agreement for each contract under which
Account A values will be allocated pursuant to the RPA program.
If premiums and Account A values under a contract are being invested pursuant
to the RPA program, then Dollar Cost Averaging is not available for the
contract. In addition, the contract owner's participation in the program may
be terminated in the discretion of MLPF&S if a contract owner requests a
transfer while the RPA program is in effect; such contract owner-initiated
transfers may be inconsistent with investment strategies being implemented
through the program.
RPA program transfers of Account A values are not subject to any transfer
charge. Fees associated with participation in the RPA program, which are
imposed by MLPF&S, are paid by the participating contract owner directly
through the contract owner's Merrill Lynch brokerage account, and are not
deducted from the contract value or imposed on the Accounts.
A contract owner wishing to participate in the RPA program should consult with
his or her Financial Consultant for additional information regarding the
availability of the program and specific eligibility requirements.
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<PAGE>
Participation in the program does not guarantee that a contract owner will
attain his or her investment goals. In addition, the program does not
guarantee investment gains, or protect against investment losses.
WITHDRAWALS AND SURRENDERS
Withdrawals may be made from the Contract up to six times per contract year
prior to the annuity date. The first withdrawal from Account A in any contract
year will be effected as if gain in account value and premium not subject to a
contingent deferred sales charge is withdrawn first, followed by premium on a
"first-in, first-out" basis. A contingent deferred sales charge will not be
applied to the first withdrawal in any contract year out of Account A to the
extent that the withdrawal consists of gain and/or any premium not subject to
such a charge. Where permitted by state regulation, a contingent deferred
sales charge will not be applied to that portion of the first withdrawal from
Account A in any contract year that does not exceed the greater of (a) or (b)
where (a) is 10% of total premiums paid into Account A that are subject to a
contingent deferred sales charge determined as of the date the request is
received, less any prior amount withdrawn or transferred from Account A to
Account B in the contract year, and (b) is the gain in Account A plus premiums
allocated to Account A as of the date the request is received that are not
subject to a contingent deferred sales charge. Additionally, where permitted
by state regulation, the amount withdrawn may be paid on a monthly, quarterly,
semi-annual or annual basis, if the contract owner so elects. Withdrawals are
subject to tax and prior to age 59 1/2 may also be subject to a 10% federal
penalty tax. (See PENALTY TAXES on page 36.)
All subsequent withdrawals from Account A in the same contract year will be
effected as if premium is withdrawn on a "first-in, first-out" basis before
any gain in account value is withdrawn. Therefore, premium accumulated the
longest will be withdrawn first. These withdrawals are subject to a contingent
deferred sales charge. (See CONTINGENT DEFERRED SALES CHARGE on page 23.)
There are no contingent deferred sales charges imposed on any withdrawals from
Account B. In addition, ML of New York reserves the right not to impose a
contingent deferred sales charge on withdrawals from Account A on a Contract
purchased by an employee of ML of New York or purchased by the employee's
spouse or dependents, where permitted by state regulation.
In addition, the contract owner may request monthly, quarterly, semiannual, or
annual automatic withdrawals from Account B. This optional automatic
withdrawal program can be activated or canceled by the contract owner once
each contract year. Once canceled, the program can not be activated again
until the next contract year. Withdrawal amounts may be increased or decreased
at any time, once ML of New York receives a proper request at its Home Office.
There are no contingent deferred sales charges imposed on automatic
withdrawals from Account B. These withdrawals are in addition to the annual
withdrawals permitted under the Contract, as described above. Automatic
withdrawals may be included in the contract owner's gross income in the year
in which the withdrawal occurs. (See DISTRIBUTIONS on page 35.) Withdrawals
may be taxable and subject to a 10% tax penalty. (See PENALTY TAXES on page
36.)
If the contract owner has elected both the automatic withdrawal program and a
withdrawal from Account A on a monthly, quarterly, semi-annual or annual
basis, both forms of withdrawal must be paid out on the same date(s).
The minimum amount that may be withdrawn is $300. At least $2,000 must remain
in the Contract after a withdrawal is made. ML of New York reserves the right
to change these minimums. Withdrawals will be effected as of the end of the
valuation period on the date the request is received at ML of New York's Home
Office. Unless otherwise directed by the contract owner, withdrawals will be
taken from subaccounts in the same proportion as the owner's contract value
bears to the subaccounts of the Accounts from which the withdrawal is made. A
withdrawal may be effected by telephone, once a proper authorization form is
submitted to ML of New York's Home Office, if the amount withdrawn is to be
paid into a Merrill Lynch, Pierce, Fenner & Smith Incorporated brokerage
account. Otherwise, a withdrawal request must be submitted by the contract
owner in writing to ML of New York's Home Office. Telephone withdrawal
requests received after 4:00 p.m. (ET) will be deemed to have been received
the following business day.
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The Contract may be surrendered at any time prior to the annuity date. To
surrender the Contract through a full withdrawal, the Contract must be
delivered to ML of New York's Home Office. The surrender will be effected as
of the end of the valuation period on the date the Contract is received at ML
of New York's Home Office. The amount payable on surrender is the contract
value as of the end of the valuation period when the surrender is effected,
less any applicable contingent deferred sales charge, less the contract
maintenance charge if the contract value is less than $50,000 and that
valuation period is not a contract anniversary, less any applicable charge for
premium taxes. (See CHARGES AND DEDUCTIONS on page 22.)
Withdrawals will decrease the contract value. Withdrawals from either Account
A or Account B are subject to tax and prior to age 59 1/2 may also be subject
to a 10% federal penalty tax. (See FEDERAL INCOME TAXES on page 34.)
PAYMENTS TO CONTRACT OWNERS
ML of New York will generally pay the amount of any withdrawal or surrender,
any annuity payment or death benefit, minus any applicable charges, premium
taxes or tax withholding, within seven days of receipt of a proper request at
its Home Office. However, ML of New York may delay the payment of any
withdrawal, surrender, or death benefit, or the processing of any annuity
payment or transfer request if (a) the New York Stock Exchange is closed,
other than for a customary weekend or holiday; (b) trading on the New York
Stock Exchange is restricted by the Securities and Exchange Commission; (c)
the Securities and Exchange Commission declares that an emergency exists such
that it is not reasonably practical to dispose of securities held in the
Accounts or to determine the value of their assets; (d) the Securities and
Exchange Commission by order so permits for the protection of security
holders; or (e) payment is derived from a check used to make a premium payment
which has not cleared through the banking system.
ANNUITY DATE
The contract owner selects an annuity date when the Contract is applied for.
The annuity date may be changed by telephone or by written notice submitted to
Merrill Lynch Life's Service Center), up to 30 days prior to that date.
Generally, the annuity date for nonqualified Contracts may not be later than
the annuitant's 85th birthday. For IRA Contracts, the annuity date may not be
later than when the owner/annuitant reaches the age of 70 1/2 unless the
contract owner selects a later annuity date. If no annuity date is chosen, the
annuity date will automatically be the date on which the annuitant reaches age
85 or 70 1/2, as outlined above.
The first annuity payment will be made on the annuity date, and payments will
continue thereafter according to the schedule of the annuity option selected.
Contract owners may select from a variety of fixed annuity payment options, as
outlined below in Annuity Options.
ANNUITY OPTIONS
The Contract provides a choice of fixed annuity payment options. If an annuity
option is not chosen by the contract owner, ML of New York will automatically
effect the Life Annuity with Payments Guaranteed for 10 Years annuity option
when the contract owner reaches age 85 (age 70 1/2 for an IRA Contract). The
annuity option may be changed up to 30 days prior to the annuity date. ML of
New York reserves the right to limit annuity options available to IRA contract
owners to comply with provisions of the Internal Revenue Code or regulations
thereunder. On the annuity date, the entire contract value, after a deduction
for the cost of any applicable premium taxes, will be transferred to ML of New
York's general account, from which the annuity payments will be made. The
amount of each payment is predetermined.
The dollar amount of annuity payments is determined by the contract value on
the annuity date, applied to ML of New York's then current annuity purchase
rates. These rates will be furnished on request. The rates will never be less
favorable than those shown in the Contract.
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If the age and/or sex of the annuitant was misstated to ML of New York,
resulting in an incorrect calculation of annuity payments on a Contract,
future annuity payments on that Contract will be adjusted to reflect the
correct age and/or sex. Any amount ML of New York overpaid as the result of a
misstatement will be deducted from future payments with 6% annual interest
charges. Any amount ML of New York underpaid as the result of a misstatement
will be paid in full with the next payment made with 6% annual interest
credited.
If the contract value on the annuity date, after the deduction for the cost of
any applicable premium taxes, is less than $2,000 (or a different minimum
amount, if required by state law), ML of New York may pay the annuity benefits
in a lump sum, rather than as periodic payments. If any annuity payment would
be less than $20 (or a different minimum amount, if required by state law),
the frequency of payments may be changed so that all payments will be at least
$20 (or the minimum amount required by state law). Otherwise, the contract
owner has the following annuity payment options. ML of New York reserves the
right to permit additional annuity payment options.
.. PAYMENTS OF A FIXED AMOUNT--Equal payments in an amount chosen by the
contract owner will be guaranteed until the sum of all annuity payments
equals the contract value transferred to ML of New York's general account
on the annuity date, adjusted for interest credited as shown in the
Contract. The amount chosen must provide for payments for at least five
years. Payments are guaranteed irrespective of the annuitant's life. If the
annuitant dies before the end of the guarantee period, the contract owner
may elect to receive the present value of the remaining guaranteed payments
in a lump sum. If the contract owner dies while guaranteed amounts remain
unpaid, his or her beneficiary may elect to receive the present value of
the remaining guaranteed payments in a lump sum.
.. PAYMENTS FOR A FIXED PERIOD--Payments will be made for five years or a
longer period if selected by the contract owner. Payments are guaranteed
irrespective of the annuitant's life. If the annuitant dies before the end
of the guarantee period, the contract owner may elect to receive the
present value of the remaining guaranteed payments in a lump sum. If the
contract owner dies while guaranteed amounts remain unpaid, his or her
beneficiary may elect to receive the present value of the remaining
guaranteed payments in a lump sum.
.. *LIFE ANNUITY--Payments will be made for the life of the annuitant.
Payments will cease with the last payment due before the annuitant's death.
.. LIFE ANNUITY WITH PAYMENTS GUARANTEED FOR 10 OR 20 YEARS--Payments will be
made for the life of the annuitant. In addition, even if the annuitant dies
before the guarantee period ends, payments will be guaranteed for either 10
or 20 years as selected by the contract owner. If the annuitant dies before
the end of the guarantee period, the contract owner may elect to receive
the present value of the remaining guaranteed payments in a lump sum. If
the contract owner dies while guaranteed amounts remain unpaid, his or her
beneficiary may elect to receive the present value of the remaining
guaranteed payments in a lump sum.
.. LIFE ANNUITY WITH GUARANTEED RETURN OF CONTRACT VALUE--Payments will be
made for the life of the annuitant. In addition, even if the annuitant dies
beforehand, payments will be guaranteed until the sum of all annuity
payments equals the contract value transferred to ML of New York's general
account on the annuity date, adjusted for interest credited as shown in the
Contract.
.. *JOINT AND SURVIVOR LIFE ANNUITY--Payments will be made for the lives of
the annuitant and a designated second person. Payments will continue as
long as either one is living.
.. INDIVIDUAL RETIREMENT ACCOUNT ANNUITY--This annuity option is available
only to IRA contract owners. Payments will be made annually based on either
(a) the life expectancy of the owner/annuitant; (b) the joint life
expectancy of the owner/annuitant and his or her spouse; or (c) the life
expectancy of the surviving spouse if the owner/annuitant dies before the
annuity date. Each annual payment will be equal to the remaining contract
value transferred to ML of New York's general account, divided by the then
current life expectancy chosen, as defined by Internal Revenue Service
regulations. Payments will be made on each anniversary
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of the annuity date. If the measuring life or lives dies before the
remaining value has been distributed, that value will be paid to the
contract owner in a lump sum.
*These options are life annuities. Therefore, it is possible for the payee to
receive only one annuity payment if the person (or persons) on whose life
(lives) payment is based dies after only one payment or to receive only two
annuity payments if that person (those persons) dies after only two payments,
etc.
UNISEX
Generally, the Contract provides for sex-distinct annuity purchase rates for
life annuities. However, in those states that have adopted regulations
prohibiting sex-distinct rates, blended unisex annuity purchase rates for life
annuities will be applied, whether the annuitant is male or female. Unisex
annuity purchase rates will provide the same annuity payments for male or
female annuitants that are the same age on their annuity dates.
Employers and employee organizations considering purchasing the Contract should
consult with their legal adviser to determine whether purchasing the Contract
based on sex-distinct annuity purchase rates is consistent with Title VII of
the Civil Rights Act of 1964 or other applicable law. ML of New York may offer
such contract owners Contracts based on unisex annuity purchase rates.
FEDERAL INCOME TAXES
INTRODUCTION
The Contracts are designed for use in connection with retirement plans that are
not qualified plans under the provisions of the Internal Revenue Code and also
Individual Retirement Annuities (IRAs). The ultimate effect of federal income
taxes on contract value, on annuity payments, and on the economic benefit to
the contract owner, depends on the type of retirement plan for which the
Contract is purchased, on whether the investments of the Accounts meet Internal
Revenue Service diversification standards (discussed below) and on the tax
status of the individual concerned. The following discussion is general in
nature and is not intended as tax advice. This discussion is not intended to
address the tax consequences resulting from all situations in which a person
may by entitled to or may receive a distribution under the Contract. Contract
owners should consult a competent tax adviser before initiating any
transaction. This discussion is based on the Company's understanding of current
federal income tax laws as currently interpreted by the Internal Revenue
Service and generally does not discuss or consider any applicable state or
other tax laws. No representation is made as to the likelihood of continuation
of current federal income tax laws or of the current interpretations by the
Internal Revenue Service. ML OF NEW YORK DOES NOT MAKE ANY GUARANTEE REGARDING
THE TAX STATUS OF ANY CONTRACT OR ANY TRANSACTION INVOLVING THE CONTRACTS.
ML OF NEW YORK'S TAX STATUS
ML of New York is taxed as a life insurance company under the Internal Revenue
Code. The Accounts are not a separate entity and for tax purposes their
operations are part of the Company's. Therefore, the Company will be liable for
any taxes attributable to the Accounts. Under existing federal income tax law
the investment income of the Accounts is includable in the Company's gross
income. ML of New York currently incurs no income taxes on this income. ML of
New York reserves the right, however, to deduct from the Accounts any such
taxes which are imposed on the investment earnings or taxes measured by or
attributable to the receipt of premium.
TAXATION OF ANNUITIES
In General
Section 72 of the Internal Revenue Code governs taxation of annuities in
general. With respect to contracts held by natural persons, ML of New York
believes that the contract owner is not taxed
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on increases in the value of the Contract until distribution occurs, either in
the form of a withdrawal or as annuity payments under the annuity option
elected. The taxable portion of a distribution (in the form of a single sum
payment or an annuity) is taxable as ordinary income. Additionally, certain
transfers of a Contract for less than full consideration, such as a gift, will
trigger tax on the excess of the net contract value over the contract owner's
investment in the Contract.
Required Distributions
In order to be treated as an annuity contract for federal income tax purposes,
section 72(s) of the Code requires any nonqualified Contract to provide that
(a) if any contract owner dies on or after the annuity commencement date but
prior to the time the entire interest in the Contract has been distributed,
the remaining portion of such interest will be distributed at least as rapidly
as under the method of distribution being used as of the date of that contract
owner's death; and (b) if any contract owner dies prior to the annuity
commencement date, the entire interest in the Contract will be distributed
within five years after the date of the contract owner's death. These
requirements will be considered satisfied as to any portion of the contract
owner's interest which is payable to or for the benefit of a "designated
beneficiary" and which is distributed over the life of such "designated
beneficiary" or over a period not extending beyond the life expectancy of that
beneficiary, provided that such distributions begin within one year of that
owner's death. The contract owner's "designated beneficiary" (referred to
herein as the "Owner's Beneficiary") is the person designated by such contract
owner as a beneficiary and to whom ownership of the Contract passes by reason
of death and must be a natural person. However, if the contract owner's
"designated beneficiary" is the surviving spouse of the contract owner, the
Contract may be continued with the surviving spouse as the new owner. Solely
for purposes of applying the provisions of Section 72(s) of the Code, when
nonqualified Contracts are held by other than a natural person, the death of,
or change of, the annuitant is treated as the death of the contract owner.
The nonqualified Contracts contain provisions which are intended to comply
with the requirements of section 72(s) of the Code, although no regulations
interpreting these requirements have yet been issued. The Company intends to
review such provisions and modify them if necessary to assure that they comply
with the requirements of Code section 72(s) when clarified by regulation or
otherwise. Other rules may apply to IRAs.
Non-natural Owners
Nonqualified contracts held by other than a natural person generally are not
treated as annuities, and the contract owner generally must include in income
any increase in the excess of the contract value over the contract owner's
investment in the Contract. This is not applicable to trusts or other entities
acting as an agent for a natural person, and there are certain other
exceptions to this rule. Prospective contract owners who are not natural
persons should consult a competent tax adviser.
Distributions
The taxable portion of annuity payments is generally determined by a formula
that establishes the ratio that the cost basis of the contract bears to the
expected return under the contract. After such time as the sum of the
nontaxable portion of annuity payments received equals the sum of premium
payments (adjusted for any withdrawals or outstanding loans), all subsequent
annuity payments are fully taxable as ordinary income. With respect to
nonqualified Contracts, partial withdrawals of contract value are treated as
taxable income to the extent that the contract value just before the
withdrawal exceeds the investment in the Contract. The assignment or pledge
(or agreement to assign or pledge) of any portion of the value of the Contract
shall be treated as a withdrawal subject to this rule. Full withdrawals are
treated as taxable income under section 72(e) of the Internal Revenue Code to
the extent that the net amount received exceeds the investment in the
Contract. (For the tax treatment of any premium paid prior to August 14, 1982,
under another annuity contract, which contract has been exchanged for this
Contract, consult your tax adviser.) Amounts may be distributed from a
Contract because of the death of the owner.
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Generally, such amounts are includable in the income of the recipient as
follows: (1) if distributed in a lump sum, the amount is taxed in the same
manner as a full withdrawal; or (2) if distributed under a payment option, the
amounts are taxed in the same manner as annuity payments. For both withdrawals
and annuity payments under IRAs, there may be no cost basis in the contract
within the meaning of Section 72 of the Internal Revenue Code, and the total
amount received may be taxable as ordinary income.
Multiple Annuity Contracts
All nonqualified annuity contracts entered into after October 21, 1988 that
are issued by ML of New York (or its affiliates) to the same owner during any
calendar year are treated as one annuity contract for purposes of determining
the amount includable in gross income under Section 72(e) of the Internal
Revenue Code. In addition, the Treasury Department has specific authority to
issue regulations that prevent the avoidance of Section 72(e) through the
serial purchase of annuity contracts or otherwise. Congress has also indicated
that the Treasury Department may have authority to treat the combination
purchase of an immediate annuity contract and a separate deferred annuity
contract as a single annuity contract under its general authority to prescribe
rules as may be necessary to enforce the income tax laws.
Penalty Taxes
A penalty tax may be imposed equal to 10% of the taxable income portion of a
withdrawal. The penalty tax applies to both nonqualified Contracts and IRAs,
with different exceptions for each. The exceptions applicable to both
nonqualified Contracts and IRAs include (a) distributions made at or after the
contract owner attains age 59 1/2, (b) distributions made on or after the
contract owner's death, (c) distributions attributable to the contract owner's
disability, and (d) substantially equal periodic payments for the contract
owner's life or life expectancy (or joint life or joint life expectancy of the
contract owner and a second designated person). In certain circumstances,
other exceptions may apply. Other tax penalties may apply to certain
distributions, loans and other transactions under IRAs.
INTERNAL REVENUE SERVICE DIVERSIFICATION STANDARDS
The Internal Revenue Service has published regulations prescribing
diversification standards to be met by nonqualified variable annuity contracts
as a condition to being taxed as annuities under Section 72 of the Internal
Revenue Code. The standards provide that investments of a subaccount of the
Accounts are adequately diversified if no more than (a) 55% of the value of
its assets is represented by any one investment, (b) 70% is represented by any
two investments, (c) 80% is represented by any three investments, and (d) 90%
is represented by any four investments. Each Fund is obligated to comply with
the diversification standards imposed by the Internal Revenue Service.
The Treasury Department has announced that the diversification regulations do
not provide guidance concerning the extent to which contract owners may direct
their investments to particular subaccounts of a separate account. Such
guidance will be included in regulations or Revenue Rulings under Section
817(d) of the Internal Revenue Code relating to the definition of a variable
contract. It is unknown what standards will be adopted in such regulations. ML
of New York, however, believes that according to current law the Contract will
be treated as an annuity for federal income tax purposes and that the Company,
not the contract owner, will be treated as the owner of the contract
investments.
The ownership rights under the Contract are similar to, but different in
certain respects from, those described by the Internal Revenue Service in
rulings in which it determined that the owners were not owners of separate
account assets. For example, the owner of the Contract has additional
flexibility in allocating premium payments and account values. These
differences could result in the owner being treated as the owner of the assets
of the Accounts. ML of New York reserves the right to modify the Contract as
necessary to prevent the contract owner from being considered the owner of the
assets of the Accounts for federal tax purposes. Any such changes will apply
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uniformly to affected contract owners and will be made with such notice to
affected contract owners as is feasible under the circumstances.
IRA CONTRACTS
Section 408 of the Internal Revenue Code permits eligible individuals to
contribute to an individual retirement program known as an Individual
Retirement Annuity ("IRA"). IRAs are subject to limits on the amount that may
be contributed, the contributions that may be deducted from taxable income,
the persons who may be eligible, and on the time when distributions may
commence and the duration of those distributions. Also, distributions from
certain other types of qualified plans may be "rolled over" on a tax-deferred
basis into an IRA. The ultimate effect of federal income taxes on the amounts
contributed to and held under a Contract, on annuity payments, and on the
economic benefit to the contract owner, the annuitant, or the beneficiary
depends on the tax and employment status of the individual concerned and on ML
of New York's tax status. In addition, certain requirements must be satisfied
in purchasing an IRA with proceeds from a tax qualified retirement plan and
receiving distributions from an IRA in order to continue receiving favorable
tax treatment. Sales of the Contract for use with IRAs may be subject to
special disclosure requirements of the Internal Revenue Service. Purchasers of
the Contract for use with IRAs will be provided with supplemental information
required by the Internal Revenue Service or other appropriate agency. Such
purchasers will have the right to revoke the Contract within seven days of the
earlier of the establishment of the IRA or the purchase of the Contract.
Purchasers should seek competent tax advice as to the suitability of the
Contract for use with or as an IRA. The Internal Revenue Service has not
reviewed the Contract for qualification as an IRA, and has not addressed in a
ruling of general applicability whether a death benefit provision such as the
provision in the Contract comports with IRA qualification requirements.
TRANSFERS, ASSIGNMENTS, OR EXCHANGES OF A CONTRACT
A transfer of ownership of the Contract, the designation of an annuitant who
is not also the owner, or the exchange of the Contract (or this Contract along
with one or more other annuity contracts) for one or more new annuity
contracts may result in certain tax consequences to the contract owner that
are not discussed herein. A contract owner contemplating any such transfer,
assignment, or exchange should contact a competent tax adviser with respect to
the potential tax effects of such a transaction.
WITHHOLDING
Unless the contract owner elects to the contrary, the taxable portion of any
amounts received under the Contract will be subject to withholding to meet
federal and state income tax obligations. The rate of withholding on annuity
payments will generally be determined on the basis of the withholding
certificate filed by the contract owner with ML of New York. If no such
certificate is filed, the contract owner will be treated, for purposes of
determining the withholding rate, as a married person with three exemptions.
The rate of withholding on all other payments made under the Contract, such as
amounts received upon withdrawals, will generally be 10%. Thus, if the
contract owner fails to elect that there be no withholding, ML of New York
will withhold from every withdrawal or annuity payment the appropriate
percentage of the amount of the payment that is taxable. ML of New York will
provide the contract owner with forms and instructions concerning the right to
elect that no amount be withheld from payments. Generally, there will be no
withholding for taxes until payments are actually received under the Contract.
POSSIBLE CHANGES IN TAXATION
In past years, legislation has been proposed that would have adversely
modified the federal taxation of certain annuities. For example, one such
proposal would have changed the tax treatment of non-qualified annuities that
did not have "substantial life contingencies" by taxing income as it is
credited to the annuity. Although, as of the date of this prospectus, Congress
is not actively considering any legislation regarding the taxation of
annuities, there is always the
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possibility that the tax treatment of annuities could change by legislation or
other means (such as IRS regulations, revenue rulings, judicial decisions,
etc.). Moreover, it is also possible that any change could be retroactive
(that is, effective prior to the date of the change).
OTHER TAX CONSEQUENCES
ML of New York does not make any guarantee regarding the tax status of the
Contract or any transaction regarding the Contract. As noted above, the
foregoing discussion of the income tax consequences under the Contract is not
exhaustive and special rules are provided with respect to other tax situations
not discussed in the Prospectus. Further, the income tax consequences
discussed herein reflect the Company's understanding of current law and the
law may change. Federal estate and state and local estate, inheritance, and
other tax consequences of ownership or receipt of distributions under the
Contract depend on the individual circumstances of each contract owner or
recipient of the distribution. A competent tax adviser should be consulted for
further information.
OTHER INFORMATION
VOTING RIGHTS
ML of New York is the legal owner of all Fund shares held in the Accounts. As
the owner, it has the right to vote on any matter put to vote at the Funds'
shareholder meetings. However, ML of New York will vote all Fund shares
attributable to Contracts according to instructions received from contract
owners. Shares attributable to Contracts for which no voting instructions are
received will be voted in the same proportion as shares in the respective
subaccounts for which instructions are received. Shares not attributable to
Contracts will also be voted in the same proportion as shares in the
respective subaccounts for which instructions are received. If any federal
securities laws or regulations, or their present interpretation, change to
permit ML of New York to vote Fund shares in its own right, it may elect to do
so.
Contract owners have voting rights prior to their annuity date. They may give
voting instructions concerning (1) the election of the Funds' Board of
Directors; (2) ratification of the Funds' independent accountant; (3) approval
of the investment advisory agreement for a Fund corresponding to the contract
owner's selected subaccounts; (4) any change in the fundamental investment
policy of a Fund corresponding to the contract owner's selected subaccounts;
and (5) any other matter requiring a vote of the Funds' shareholders. The
number of shares for which a contract owner may give voting instructions prior
to the annuity date is determined by dividing the contract owner's interest in
a subaccount by the net asset value per share of the corresponding Fund. The
number of shares for which contract owners may give voting instructions will
be determined as of a record date chosen by ML of New York. The record date
will be no earlier than 90 days prior to the shareholder meeting.
After the annuity date, contract owners no longer have voting rights, since
their contract value has then been moved out of the Funds.
Contract owners will receive periodic reports relating to the Funds in which
they have an interest including proxy material and voting instruction forms.
REPORTS TO CONTRACT OWNERS
At least once each contract year prior to the annuity date, contract owners
will be sent a statement that provides information pertinent to their own
Contract. The statement will outline all Contract transactions during the
year, the Contract's current number of accumulation units, the value of each
accumulation unit, and the total contract value.
Contract owners will also be sent an annual and a semiannual report containing
financial statements and a list of portfolio securities of the Funds, as
required by the Investment Company Act of 1940.
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SELLING THE CONTRACT
Merrill Lynch, Pierce, Fenner & Smith Incorporated is the principal
underwriter of the Contract. It was organized in 1958 under the laws of the
state of Delaware and is registered as a broker-dealer under the Securities
Exchange Act of 1934. It is a member of the National Association of Securities
Dealers, Inc. ("NASD"). Merrill Lynch, Pierce, Fenner & Smith Incorporated's
principal business address is World Financial Center, 250 Vesey Street, New
York, New York 10281.
Contracts are sold by registered representatives (Financial Consultants) of
Merrill Lynch, Pierce, Fenner & Smith Incorporated who are also licensed
through Merrill Lynch Life Agency, Inc. as insurance agents for ML of New
York. ML of New York has entered into a distribution agreement with Merrill
Lynch, Pierce, Fenner & Smith Incorporated and a companion sales agreement
with Merrill Lynch Life Agency, Inc. through which agreements the Contracts
are sold and the Financial Consultants are compensated by Merrill Lynch Life
Agency, Inc. and/or Merrill Lynch, Pierce, Fenner & Smith Incorporated. The
maximum commission paid to the Financial Consultant is 2.0% of each premium
allocated to Separate Account A. In addition, on the annuity date, the
Financial Consultant will receive additional compensation of no more than 1.4%
of contract value not subject to a contingent deferred sales charge.
Additional annual compensation of no more than 0.50% of contract value may
also be paid to the Financial Consultant. Commission may be paid in the form
of non-cash compensation, in accordance with NASD rules. ML of New York
reserves the right not to pay commission or annuity date compensation on
Contracts purchased by employees of ML of New York or Contracts purchased by
the employees' spouses or dependents.
The maximum commission ML of New York will pay to Merrill Lynch Life Agency,
Inc. to be used to pay commissions to Financial Consultants is 3.5% of each
premium allocated to Separate Account A.
Merrill Lynch, Pierce, Fenner & Smith Incorporated may arrange for sales of
the Contract by other broker-dealers who are registered under the Securities
Exchange Act of 1934 and are members of the NASD. Registered representatives
of these other broker-dealers may be compensated on a different basis than
Merrill Lynch, Pierce, Fenner & Smith Incorporated registered representatives.
STATE REGULATION
ML of New York is subject to the laws of the State of New York and to the
regulations of the New York Insurance Department. It is also subject to the
insurance laws and regulations of all jurisdictions in which it is licensed to
do business.
An annual statement in the prescribed form is filed with the insurance
departments of jurisdictions where ML of New York does business disclosing the
Company's operations for the preceding year and its financial condition as of
the end of that year. Insurance department regulation includes periodic
examination to verify Contract liabilities and reserves and to determine
solvency and compliance with all insurance laws and regulations. ML of New
York's books and accounts are subject to insurance department review at all
times. A full examination of ML of New York's operations is conducted
periodically by the New York Insurance Department and under the auspices of
the National Association of Insurance Commissioners.
LEGAL PROCEEDINGS
There are no legal proceedings to which the Accounts are a party or to which
the assets of the Accounts are subject. ML of New York and Merrill Lynch,
Pierce, Fenner & Smith Incorporated are engaged in various kinds of routine
litigation that, in the Company's judgment, is not material to its total
assets. No litigation relates to the Accounts.
EXPERTS
The financial statements of ML of New York as of December 31, 1996 and 1995
and for each of the three years in the period ended December 31, 1996 and of
the Accounts as of December 31, 1996 and for the periods presented in the
Statement of Additional Information have been audited
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by Deloitte & Touche LLP, independent auditors, as stated in their reports
appearing therein, and are included in reliance upon the reports of such firm
given upon their authority as experts in accounting and auditing. Deloitte &
Touche LLP's principal business address is Two World Financial Center, New
York, New York 10281-1420.
LEGAL MATTERS
The organization of the Company, its authority to issue the Contract, and the
validity of the form of the Contract have been passed upon by Barry G.
Skolnick, ML of New York's Senior Vice President and General Counsel.
Sutherland, Asbill & Brennan, L.L.P. of Washington, D.C. has provided advice
on certain matters relating to federal securities laws.
REGISTRATION STATEMENTS
Registration statements have been filed with the Securities and Exchange
Commission under the Securities Act of 1933 and the Investment Company Act of
1940 that relate to the Contract and its investment options. This Prospectus
does not contain all of the information in the registration statements as
permitted by Securities and Exchange Commission regulations. The omitted
information can be obtained from the Securities and Exchange Commission's
principal office in Washington, D.C., upon payment of a prescribed fee.
TABLE OF CONTENTS OF THE STATEMENT OF ADDITIONAL INFORMATION
The contents of the Statement of Additional Information for the Contract
include the following:
OTHER INFORMATION
General Information and History
Principal Underwriter
Financial Statements
Administrative Services Arrangements
CALCULATION OF YIELDS AND TOTAL RETURNS
FINANCIAL STATEMENTS OF ML OF NEW YORK VARIABLE ANNUITY SEPARATE ACCOUNT A
FINANCIAL STATEMENTS OF ML OF NEW YORK VARIABLE ANNUITY SEPARATE ACCOUNT B
FINANCIAL STATEMENTS OF ML LIFE INSURANCE COMPANY OF NEW YORK
40
<PAGE>
STATEMENT OF ADDITIONAL INFORMATION
MAY 1, 1997
ML OF NEW YORK VARIABLE ANNUITY SEPARATE ACCOUNT A
AND
ML OF NEW YORK VARIABLE ANNUITY SEPARATE ACCOUNT B
FLEXIBLE PREMIUM INDIVIDUAL DEFERRED VARIABLE ANNUITY CONTRACT
ALSO KNOWN AS
MODIFIED SINGLE PREMIUM INDIVIDUAL DEFERRED
VARIABLE ANNUITY CONTRACT
ISSUED BY
ML LIFE INSURANCE COMPANY OF NEW YORK
HOME OFFICE: 100 CHURCH STREET, 11TH FLOOR
NEW YORK, NEW YORK 10080-6511
PHONE: (800) 333-6524
OFFERED THROUGH
MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED
This individual deferred variable annuity contract (the "Contract") is
designed to provide comprehensive and flexible ways to invest and to create a
source of income protection for later in life through the payment of annuity
benefits. An annuity is intended to be a long term investment. Contract owners
should consider their need for deferred income before purchasing the Contract.
The Contract is issued by ML Life Insurance Company of New York ("ML of New
York") both on a nonqualified basis, and as an Individual Retirement Annuity
("IRA") that is given qualified tax status.
This Statement of Additional Information is not a Prospectus and should be
read together with the Contract's Prospectus dated May 1, 1997, which is
available on request and without charge by writing to or calling ML of New
York at its Home Office address or phone number set forth above.
<PAGE>
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
OTHER INFORMATION........................................................ 3
General Information and History.......................................... 3
Principal Underwriter.................................................... 3
Financial Statements..................................................... 3
Administrative Services Arrangements..................................... 3
CALCULATION OF YIELDS AND TOTAL RETURNS.................................. 3
FINANCIAL STATEMENTS OF ML OF NEW YORK VARIABLE ANNUITY SEPARATE ACCOUNT
A....................................................................... S-1
FINANCIAL STATEMENTS OF ML OF NEW YORK VARIABLE ANNUITY SEPARATE ACCOUNT
B....................................................................... S-
FINANCIAL STATEMENTS OF ML LIFE INSURANCE COMPANY OF NEW YORK............ G-1
</TABLE>
2
<PAGE>
OTHER INFORMATION
GENERAL INFORMATION AND HISTORY
ML Life Insurance Company of New York ("ML of New York") is a stock life
insurance company organized under the laws of the State of New York in 1973.
Prior to September 11, 1991, ML of New York conducted its business under the
name Royal Tandem Life Insurance Company. The name change was effected under
the authority of the New York Insurance Department.
PRINCIPAL UNDERWRITER
Merrill Lynch, Pierce, Fenner & Smith Incorporated, an affiliate of ML of New
York, performs all sales and distribution functions regarding the Contracts
and may be deemed the principal underwriter of ML of New York Variable Annuity
Separate Account A and ML of New York Variable Annuity Separate Account B (the
"Accounts") under the Investment Company Act of 1940. The offering is
continuous. For the years ended December 31, 1996, 1995, and 1994, Merrill
Lynch, Pierce, Fenner & Smith Incorporated received $0.8 million, $0.8 million
and $3.5 million respectively, in commissions in connection with the sale of
the Contracts.
FINANCIAL STATEMENTS
The financial statements of ML of New York included in this Statement of
Additional Information should be distinguished from the financial statements
of the Accounts and should be considered only as bearing upon the ability of
ML of New York to meet any obligations it may have under the Contract.
ADMINISTRATIVE SERVICES ARRANGEMENTS
ML of New York has entered into a Service Agreement with its parent, Merrill
Lynch Insurance Group, Inc. ("MLIG") pursuant to which ML of New York can
arrange for MLIG to provide directly or through affiliates certain services.
Pursuant to this agreement, ML of New York has arranged for MLIG to provide
administrative services for the Accounts and the Contracts, and MLIG, in turn,
has arranged for a subsidiary, Merrill Lynch Insurance Group Services, Inc.
("MLIG Services"), to provide these services. Compensation for these services,
which will be paid by ML of New York, will be based on the charges and
expenses incurred by MLIG Services, and will reflect MLIG Services' actual
costs. For the years ended December 31, 1996, 1995 and 1994, ML of New York
paid administrative services fees of $4.7 million, $4.4 million, and $4.0
million respectively.
CALCULATION OF YIELDS AND TOTAL RETURNS
MONEY MARKET YIELDS
From time to time, ML of New York may quote in advertisements and sales
literature the current annualized yield for the Domestic Money Market
Subaccount of Account A and the Reserve Assets Subaccount of Account B for a
7-day period in a manner that does not take into consideration any realized or
unrealized gains or losses on shares of the underlying Funds or on their
respective portfolio securities. The current annualized yield is computed by:
(a) determining the net change (exclusive of realized gains and losses on the
sales of securities and unrealized appreciation and depreciation) at the end
of the 7-day period in the value of a hypothetical account under a Contract
having a balance of 1 unit at the beginning of the period, (b) dividing such
net change in account value by the value of the account at the beginning of
the period to determine the base period return; and (c) annualizing this
quotient on a 365-day basis. The net change in account value reflects: (1) net
income from the Fund attributable to the hypothetical account; and (2) charges
and deductions imposed under the Contract which are attributable to the
hypothetical account. The charges and deductions include the per unit charges
for the hypothetical account for: (1) the mortality and expense risk charge;
(2) the administration charge in the case of the Domestic Money Market
Subaccount; and (3) the annual contract maintenance charge. For purposes of
calculating current yields for a Contract, an average per unit contract
maintenance charge is used, as described below. Current yield will be
calculated according to the following formula:
Current Yield = ((NCF - ES/UV) X (365/7)
Where:
NCF= the net change in the value of the Fund (exclusive of realized gains
and losses on the sale of securities and unrealized appreciation and
depreciation) for the 7-day period attributable to a hypothetical
account having a balance of 1 unit.
ES= per unit expenses for the hypothetical account for the 7-day period.
UV= the unit value on the first day of the 7-day period.
3
<PAGE>
ML of New York also may quote the effective yield of the Domestic Money Market
Subaccount or the Reserve Assets Subaccount for the same 7-day period,
determined on a compounded basis. The effective yield is calculated by
compounding the unannualized base period return according to the following
formula:
Effective Yield = (1 + ((NCF - ES)/UV))365/7 = 1
Where:
NCF= the net change in the value of the Fund (exclusive of realized gains
and losses on the sale of securities and unrealized appreciation and
depreciation) for the 7-day period attributable to a hypothetical
account having a balance of 1 unit.
ES= per unit expenses of the hypothetical account for the 7-day period.
UV= the unit value for the first day of the 7-day period.
The effective yield for the Domestic Money Market subaccount for the 7-day
period ended December 31, 1996 was 3.76%. The effective yield for the Reserve
Assets subaccount for the 7-day period ended December 31, 1996 was 4.45%.
Because of the charges and deductions imposed under the Contract, the yield
for the Domestic Money Market Subaccount and the Reserve Assets Subaccount
will be lower than the yield for the corresponding underlying Fund.
The yields on amounts held in the Domestic Money Market Subaccount or the
Reserve Assets Subaccount normally will fluctuate on a daily basis. Therefore,
the disclosed yield for any given past period is not an indication or
representation of future yields or rates of return. The actual yield for those
subaccounts is affected by changes in interest rates on money market
securities, average portfolio maturity of the underlying Fund, the types and
qualities of portfolio securities held by the Fund and the Fund's operating
expenses. Yields on amounts held in the Domestic Money Market Subaccount and
Reserve Assets Subaccount may also be presented for periods other than a 7-day
period.
OTHER SUBACCOUNT YIELDS
From time to time, ML of New York may quote in sales literature or
advertisements the current annualized yield of one or more of the Account A
subaccounts (other than the Domestic Money Market Subaccount) for a Contract
for 30-day or one-month periods. The annualized yield of a subaccount refers
to income generated by the subaccount over a specified 30-day or one-month
period. Because the yield is annualized, the yield generated by the subaccount
during the 30-day or one-month period is assumed to be generated each period
over a 12-month period. The yield is computed by: (1) dividing the net
investment income of the Fund attributable to the subaccount units less
subaccount expenses for the period; by (2) the maximum offering price per unit
on the last day of the period times the daily average number of units
outstanding for the period; then (3) compounding that yield for a 6-month
period; and then (4) multiplying that result by 2. Expenses attributable to
the subaccount include the mortality and expense risk charge, the
administration charge and the annual contract maintenance charge. For purposes
of calculating the 30-day or one-month yield, an average contract maintenance
charge per dollar of contract value in the subaccount is used to determine the
amount of the charge attributable to the subaccount for the 30-day or one-
month period, as described below. The 30-day or one-month yield is calculated
according to the following formula:
Yield = 2 X ((((NY - ES)/(U X UV)) + 1)6 - 1)
Where:
NI= net investment income of the Fund for the 30-day or one-month period
attributable to the subaccount's units.
ES= expenses of the subaccount for the 30-day or one-month period.
U= the average number of units outstanding.
UV= the unit value at the close of the last day in the 30-day or one-
month period.
4
<PAGE>
Currently, ML of New York may quote yields on bond subaccounts within Account
A. The yield for those subaccounts for the 30-day period ended December 31,
1996 was:
<TABLE>
<CAPTION>
NAME OF SUBACCOUNT YIELD
------------------ -----
<S> <C>
Prime Bond 4.77%
High Current Income 7.83%
Global Bond Focus (formerly, World
Income Focus) 4.86%
Government Bond (formerly,
Intermediate Government Bond) 4.40%
</TABLE>
Because of the charges and deductions imposed under the contracts, the yield
for an Account A subaccount will be lower than the yield for the corresponding
Fund.
The yield on the amounts held in the Account A subaccounts normally will
fluctuate over time. Therefore, the disclosed yield for any given past period
is not an indication or representation of future yields or rates of return. A
subaccount's actual yield is affected by the types and quality of portfolio
securities held by the corresponding Fund, and its operating expenses.
Yield calculations do not take into account the declining contingent deferred
sales charge under the Contract of amounts surrendered or withdrawn under the
Contract deemed to consist of premiums paid within the preceding seven years.
A contingent deferred sales charge will not be imposed on the first withdrawal
in any Contract year to the extent that it is deemed to consist of gain on
premiums paid during the preceding seven contract years and/or premiums not
subject to such a charge.
TOTAL RETURNS
From time to time, ML of New York also may quote in sales literature or
advertisements, total returns, including average annual total returns for one
or more of the subaccounts for various periods of time. ML of New York will
always include quotes of average annual total return for the period measured
from the date the subaccount commenced operations until it has been in
operation for more than 10 years. In addition, the average annual total
returns will be provided for an Account A subaccount or Account B for 1, 5 and
10 years, or for a shorter period, if applicable. For the year ended December
31, 1996, returns were:
<TABLE>
<CAPTION>
5 SINCE
NAME OF SUBACCOUNT 1 YR YR 10 YR INCEPTION
------------------ ----- --- ----- ---------
<S> <C> <C> <C> <C>
Prime Bond -5.56% N/A N/A 5.61%
High Current Income 2.60% N/A N/A 8.82%
Quality Equity 8.77% N/A N/A 9.63%
Equity Growth -0.20% N/A N/A 8.43%
American Balanced* 1.10% N/A N/A 7.33%
Natural Resources Focus* 3.70% N/A N/A 6.68%
Global Strategy Focus 4.33% N/A N/A 7.14%
Global Utility Focus* 3.50% N/A N/A 6.93%
International Equity Focus -2.12% N/A N/A 3.94%
Global Bond Focus (formerly, World Income
Focus) -0.52% N/A N/A 4.71%
Basic Value Focus 11.05% N/A N/A 13.81%
Government Bond (formerly, Intermediate
Government Bond) -5.00% N/A N/A 3.90%
Developing Capital Markets Focus 1.27% N/A N/A -1.89%
Index 500 Fund N/A N/A N/A -5.24%
AIM V.I. Capital Appreciation N/A N/A N/A -6.15%
AIM V.I. Value N/A N/A N/A -3.98%
Alliance Premier Growth N/A N/A N/A -6.38%
MFS Emerging Growth N/A N/A N/A -7.93%
MFS Research N/A N/A N/A -5.65%
</TABLE>
Total returns assume the Contract was surrendered at the end of the period
shown, and are not indicative of performance if the Contract was continued for
a longer period.
- --------
* Closed to allocations of premiums or contract value following the close of
business on December 6, 1996.
5
<PAGE>
Average annual total returns for other periods of time may also be disclosed
from time to time. For example, average annual total returns may be provided
based on the assumption that a subaccount had been in existence and had
invested in the corresponding underlying Fund for the same period as the
corresponding Fund had been in operation. The Funds commenced operations as
indicated below:
<TABLE>
<CAPTION>
COMMENCED
FUND OPERATIONS
---- ----------
<S> <C>
Domestic Money Market February 21, 1992
Prime Bond April 29, 1982
High Current Income April 29, 1982
Quality Equity April 29, 1982
Equity Growth April 29, 1982
Natural Resources Focus* June 1, 1988
American Balanced* June 1, 1988
Global Strategy Focus February 21, 1992
Basic Value Focus July 1, 1993
Global Bond Focus (formerly, World
Income Focus) July 1, 1993
Global Utility Focus* July 1, 1993
International Equity Focus July 1, 1993
Government Bond (formerly,
Intermediate Government Bond) May 16, 1994
Developing Capital Markets Focus May 16, 1994
Reserve Assets November 23, 1981
Index 500 Fund December 18, 1996
A.I.M. V.I. Capital Appreciation May 5, 1993
A.I.M. V.I. Value May 5, 1993
Alliance Premier Growth March 12, 1992
MFS Emerging Growth Series July 24, 1995
MFS Research Series July 26, 1995
</TABLE>
Average annual total returns represent the average annual compounded rates of
return that would equate an initial investment of $1,000 under a Contract to
the redemption value of that investment as of the last day of each of the
periods. The ending date for each period for which total return quotations are
provided will generally be as of the most recent calendar quarter-end.
Average annual total returns are calculated using subaccount unit values
calculated on each valuation day based on the performance of the corresponding
underlying Fund, the deduction for the mortality and expense risk charge, the
administration charge (in the case of Account A subaccounts), and the contract
maintenance charge, and assume a surrender of the Contract at the end of the
period for the return quotation. Total returns therefore reflect a deduction
of the contingent deferred sales charge for any period of less than seven
years. For purposes of calculating total return, an average per dollar
contract maintenance charge attributable to the hypothetical account for the
period is used, as described below. The total return is then calculated
according to the following formula:
TR = ((ERV/P)1/N) - 1
Where:
TR= the average annual total return net of subaccount recurring charges
(such as the mortality and expense risk charge, administration
charge, if applicable, and contract maintenance charge).
ERV= the ending redeemable value (net of any applicable contingent
deferred sales charge) at the end of the period of the hypothetical
account with an initial payment of $1,000.
P= a hypothetical initial payment of $1,000.
N= the number of years in the period.
- --------
* The subaccount corresponding to this Fund was closed to allocations of
premiums or contract value following the close of business on December 6,
1996.
6
<PAGE>
From time to time, ML of New York also may quote in sales literature or
advertisements, total returns that do not reflect the contingent deferred
sales charge. These are calculated in exactly the same way as average annual
total returns described above, except that the ending redeemable value of the
hypothetical account for the period is replaced with an ending value for the
period that does not take into account any contingent deferred sales charge on
surrender of the Contract. In addition, such nonstandard returns may also be
quoted for other periods.
For the year ended December 31, 1996 returns not reflecting any contingent
deferred sales charge were:
<TABLE>
<CAPTION>
5 SINCE
NAME OF SUBACCOUNT 1 YR YR 10 YR INCEPTION
------------------ ----- --- ----- ---------
<S> <C> <C> <C> <C>
Prime Bond 0.80% N/A N/A 6.10%
High Current Income 9.57% N/A N/A 9.26%
Quality Equity 15.77% N/A N/A 10.06%
Equity Growth 6.56% N/A N/A 8.88%
American Balanced* 7.95% N/A N/A 7.79%
Natural Resources Focus* 10.70% N/A N/A 7.16%
Global Strategy Focus 11.33% N/A N/A 7.61%
Global Utility Focus* 10.50% N/A N/A 7.88%
International Equity Focus 4.49% N/A N/A 4.96%
Global Bond Focus (formerly, World Income
Focus) 6.21% N/A N/A 5.71%
Basic Value Focus 18.05% N/A N/A 14.62%
Government Bond (formerly, Intermediate
Government Bond) 1.40% N/A N/A 5.66%
Developing Capital Markets Focus 8.14% N/A N/A -0.15%
Index 500 Fund N/A N/A N/A 1.14%
AIM V.I. Capital Appreciation N/A N/A N/A 0.16%
AIM V.I. Value N/A N/A N/A 2.49%
Alliance Premier Growth N/A N/A N/A -0.08%
MFS Emerging Growth N/A N/A N/A -1.75%
MFS Research N/A N/A N/A 0.70%
</TABLE>
From time to time, ML of New York also may quote in sales literature or
advertisements total returns or other performance information for a
hypothetical Contract assuming the initial premium is allocated to more than
one subaccount or assuming monthly transfers from the Domestic Money Market
Subaccount to one or more designated subaccounts under a dollar cost averaging
program. These returns will reflect the performance of the affected
subaccount(s) for the amount and duration of the allocation to each subaccount
for the hypothetical Contract. They also will reflect the deduction of charges
described above except for the contingent deferred sales corrge. For example,
total return information for a Contract with a dollar cost averaging program
for a 12-month period will assume commencement of the program at the beginning
of the most recent 12-month period for which average annual total return
information is available. This information will assume an initial lump-sum
investment in the Domestic Money Market Subaccount at the beginning of that
period and monthly transfers of a portion of the contract value from that
subaccount to designated subaccount(s) during the 12-month period. The total
return for the Contract for this 12-month period therefore will reflect the
return on the portion of the contract value that remains invested in the
Domestic Money Market Subaccount for the period it is assumed to be so
invested, as affected by monthly transfers, and the return on amounts
transferred to the designated subaccounts for the period during which those
amounts are assumed to be invested in those subaccounts. The return for an
amount invested in a subaccount will be based on the performance of that
subaccount for the duration of the investment, and will reflect the charges
described above other than the contingent deferred sales charge. Performance
information for a dollar cost-averaging program also may show the returns for
various periods for a designated subaccount assuming monthly transfers to the
subaccount, and may compare those returns to returns assuming an initial lump-
sum investment in that subaccount. This information also may be compared to
various indices, such as the Merrill Lynch 91-day Treasury Bills index or the
U.S. Treasury Bills index and may be illustrated by graphs, charts, or
otherwise.
7
<PAGE>
INDEPENDENT AUDITORS' REPORT
To the Board of Directors of
ML Life Insurance Company of New York:
We have audited the accompanying statement of net assets of
ML of New York Variable Annuity Separate Account A (the
"Account") as of December 31, 1996 and the related
statements of operations and changes in net assets for each
of the two years in the period then ended. These financial
statements are the responsibility of the management of ML
Life Insurance Company of New York. Our responsibility is to
express an opinion on these financial statements based on
our audits.
We conducted our audits in accordance with generally
accepted auditing standards. Those standards require that we
plan and perform the audit to obtain reasonable assurance
about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the
financial statements. Our procedures included confirmation
of mutual fund securities owned at December 31, 1996. An
audit also includes assessing the accounting principles used
and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We
believe that our audits provide a reasonable basis for our
opinion.
In our opinion, such financial statements present fairly, in
all material respects, the financial position of the Account
at December 31, 1996 and the results of its operations and
the changes in its net assets for the above periods in
conformity with generally accepted accounting principles.
Our audits were conducted for the purpose of forming an
opinion on the basic financial statements taken as a whole.
The supplemental schedules included herein are for the
purpose of additional analysis and are not a required part
of the basic financial statements. These schedules are the
responsibility of the Company's management. Such
supplemental schedules have been subjected to the auditing
procedures applied in our audits of the basic financial
statements and, in our opinion, are fairly stated in all
material respects when considered in relation to the basic
financial statements taken as a whole.
January 21, 1997
<PAGE>
ML OF NEW YORK VARIABLE ANNUITY SEPARATE ACCOUNT A
ML LIFE INSURANCE COMPANY OF NEW YORK
STATEMENT OF NET ASSETS AT DECEMBER 31, 1996
================================================================================
<TABLE>
<CAPTION>
Market
Cost Shares Value
======================= ======================= =======================
<S> <C> <C> <C>
ASSETS:
Investments in Merrill Lynch Variable Series Funds, Inc. (Note 1):
Domestic Money Market Fund $ 19,302,174 19,302,174 $ 19,302,174
Prime Bond Fund 40,275,762 3,302,233 39,329,595
High Current Income Fund 20,745,713 1,820,996 20,741,148
Quality Equity Fund 38,807,287 1,365,328 44,823,732
Equity Growth Fund 22,288,437 976,721 25,609,625
American Balanced Fund 14,994,962 1,081,516 17,315,073
Natural Resources Focus Fund 1,771,528 155,189 2,036,073
Global Strategy Focus Fund 44,508,154 3,556,525 49,328,998
Global Utility Focus Fund 7,183,954 695,359 8,476,430
International Equity Focus Fund 17,561,658 1,572,014 18,282,528
Global Bond Focus Fund 5,632,587 574,486 5,606,987
Basic Value Focus Fund 23,522,353 1,941,142 28,612,437
Government Bond Fund 4,603,473 448,032 4,659,532
Developing Capital Markets Focus Fund 3,968,163 409,394 4,114,413
Index 500 Fund 106,499 10,400 105,753
----------------------- -----------------------
265,272,704 288,344,498
----------------------- -----------------------
Investments in MFS Variable Insurance Trust (Note 1):
MFS Emerging Growth Series 151,558 11,143 147,531
----------------------- -----------------------
151,558 147,531
----------------------- -----------------------
TOTAL ASSETS $ 265,424,262 288,492,029
======================= -----------------------
LIABILITIES:
Due to ML Life Insurance Company of New York 117,587
-----------------------
NET ASSETS $ 288,374,442
=======================
</TABLE>
See Notes to Financial Statements
<PAGE>
ML OF NEW YORK VARIABLE ANNUITY SEPARATE ACCOUNT A
ML LIFE INSURANCE COMPANY OF NEW YORK
STATEMENTS OF OPERATIONS AND CHANGES IN NET ASSETS
FOR THE YEARS ENDED DECEMBER 31, 1996 AND 1995
================================================================================
<TABLE>
<CAPTION>
1996 1995
======================= =======================
<S> <C> <C>
Investment Income:
Reinvested Dividends $ 19,992,869 $ 10,648,984
Mortality and Expense Charges (Note 3) (3,651,529) (3,040,823)
----------------------- -----------------------
Net Investment Income 16,341,340 7,608,161
----------------------- -----------------------
Realized and Unrealized Gains:
Net Realized Gains 1,645,231 795,417
Net Unrealized Gains 5,886,055 25,415,498
----------------------- -----------------------
Net Realized and Unrealized Gains 7,531,286 26,210,915
----------------------- -----------------------
Increase in Net Assets
Resulting from Operations 23,872,626 33,819,076
----------------------- -----------------------
Changes from Principal Transactions:
Transfer of Net Premiums 24,089,677 24,211,078
Transfer of Contract Owner Withdrawals (10,472,995) (8,215,726)
Transfers Out - Net (1,649,834) (1,121,733)
Transfer of Contract Maintenance Charges (Note 3) (109,752) (108,508)
----------------------- -----------------------
Increase in Net Assets
Resulting from Principal Transactions 11,857,096 14,765,111
----------------------- -----------------------
Increase in Net Assets 35,729,722 48,584,187
Net Assets Beginning Balance 252,644,720 204,060,533
----------------------- -----------------------
Net Assets Ending Balance $ 288,374,442 $ 252,644,720
======================= =======================
</TABLE>
See Notes to Financial Statements
<PAGE>
ML OF NEW YORK VARIABLE ANNUITY SEPARATE ACCOUNT A
ML LIFE INSURANCE COMPANY OF NEW YORK
NOTES TO FINANCIAL STATEMENTS
1. ML of New York Variable Annuity Separate Account A
("Separate Account A"), a separate account of ML Life
Insurance Company of New York ("ML of New York"), was
established to support the operations with respect to
certain variable annuity contracts ("Contracts").
Separate Account A is governed by New York State
Insurance Law. ML of New York is an indirect wholly-
owned subsidiary of Merrill Lynch & Co., Inc. Separate
Account A is registered as a unit Investment trust under
the Investment Company Act of 1940 and consists of
twenty investment divisions. At any point in time, the
Account may or may not be invested in all available
divisions. The investment divisions are as follows:
- Merrill Lynch Variable Series Funds, Inc.: Fifteen of
the investment divisions each invest in the securities
of a single mutual fund portfolio of the Merrill Lynch
Variable Series Funds, Inc. (See Note 4). Three of the
investment divisions; Natural Resources Focus Fund,
American Balanced Fund and Global Utility Focus Fund
were closed to allocations of premiums and contract
value following the close of business on December 6,
1996.
- Alliance Variable Products Series Fund, Inc.: One
investment division invests in the securities of a
single mutual fund portfolio of the Alliance Variable
Products Series Fund, Inc.
- MFS Variable Insurance Trust: Two of the investment
divisions each invest in the securities of a single
mutual fund portfolio of the MFS Variable Insurance
Trust.
- AIM Variable Insurance Funds, Inc.: Two of the
investment divisions each invest in the securities of
a single mutual fund portfolio of the AIM Variable
Insurance Funds, Inc.
The assets of Separate Account A are registered in the
name of ML of New York. Separate Account A's assets are
not chargeable with liabilities arising out of any other
business ML of New York may conduct.
The change in net assets accumulated in Separate Account
A provides the basis for the periodic determination of
the amount of increased or decreased benefits under the
Contracts.
The net assets may not be less than the amount required
under New York State Insurance Law to provide for death
benefits (without regard to the minimum death benefit
guarantee) and other Contract benefits.
The financial statements included herein have been
prepared in accordance with generally accepted accounting
principles for variable annuity separate accounts
registered as unit investment trusts. The preparation of
financial statements in conformity with generally
accepted accounting principles requires management to
make estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the
financial statements and the reported amounts of revenues
and expenses during the reporting period. Actual results
could differ from those estimates.
2. The following is a summary of significant accounting
policies of Separate Account A:
Investments in the divisions are included in the
statement of net assets at the net asset value of the
shares held.
Dividend income is recognized on the ex-dividend date.
All dividends are automatically reinvested.
Realized gains and losses on the sales of investments are
computed on the first in first out method.
The operations of Separate Account A are included in the
Federal income tax return of ML of New York. Under the
provisions of the Contracts, ML of New York has the right
to charge Separate Account A for any Federal income tax
attributable to Separate Account A. No charge is
currently being made against Separate Account A for such
tax since, under current tax law, ML of New York pays no
tax on investment income and capital gains reflected in
variable annuity contract reserves. However, ML of New
York retains the right to charge for any Federal income
tax incurred which is attributable to Separate Account A
if the law is changed. Charges for state and local taxes,
if any, attributable to Separate Account A may also be
made.
3. ML of New York assumes mortality and expense risks
related to Contracts investing in Separate Account A and
deducts daily charges at a rate of 1.25% (on an annual
basis) of the net assets of Separate Account A to cover
these risks.
An administration charge of .10% annually is deducted
from the net asset value of Separate Account A. This
charge is made to reimburse ML of New York for costs
associated with the establishment and administration of
Separate Account A.
ML of New York deducts a contract maintenance charge of
$40 for each Contract on each Contract's anniversary that
occurs on or prior to the annuity date. It is also
deducted when the Contract is surrendered if it is
surrendered on any date other than a contract anniversary
date. The contract maintenance charge is borne by
Contract owners by redeeming accumulation units with a
value equal to the charge. This charge is waived on all
Contracts with a Contract value equal to or greater than
$50,000 on the date the charge would otherwise be
deducted, and in certain circumstances where multiple
contracts are owned.
Contract owners may make up to six transfers among the
Separate Account A divisions per contract year without
charge. Additional transfers may be permitted at a charge
of $25 per transfer.
4. Effective following the close of business on December 6,
1996, (i) the International Bond Fund was merged with and
into the former World Income Focus Fund; the World Income
Focus Fund was renamed the Global Bond Focus Fund; and
the Fund's investment objective was modified; (ii) the
Flexible Strategy Fund was merged with and into the
Global Strategy Focus Fund; and (iii) the Intermediate
Government Bond Fund was renamed the Government Bond
Fund, and the Fund's investment objective was modified.
<PAGE>
ML OF NEW YORK VARIABLE ANNUITY SEPARATE ACCOUNT A
ML LIFE INSURANCE COMPANY OF NEW YORK
SUPPLEMENTAL CONSOLIDATING SCHEDULE OF OPERATIONS AND
CHANGES IN NET ASSETS
FOR THE YEAR ENDED DECEMBER 31, 1996
================================================================================
<TABLE>
<CAPTION>
Divisions Investing In
===================================================================================
Domestic
Total Money Prime
Separate Market Bond
Account Fund Fund
=========================== =========================== ===========================
<S> <C> <C> <C>
Investment Income (Loss):
Reinvested Dividends $ 19,992,869 $ 1,053,643 $ 2,489,569
Mortality and Expense Charges (3,651,529) (285,773) (512,769)
--------------------------- --------------------------- ---------------------------
Net Investment Income (Loss) 16,341,340 767,870 1,976,800
--------------------------- --------------------------- ---------------------------
Realized and Unrealized Gains (Losses):
Net Realized Gains (Losses) 1,645,231 0 (236,342)
Net Unrealized Gains (Losses) 5,886,055 0 (1,412,657)
--------------------------- --------------------------- ---------------------------
Net Realized and Unrealized Gains (Losses) 7,531,286 0 (1,648,999)
--------------------------- --------------------------- ---------------------------
Increase (Decrease) in Net Assets
Resulting from Operations 23,872,626 767,870 327,801
--------------------------- --------------------------- ---------------------------
Changes from Principal Transactions:
Transfer of Net Premiums 24,089,677 21,601,863 171,449
Transfer of Contract Owner Withdrawals (10,472,995) (1,221,359) (1,377,532)
Transfers In (Out) - Net (1,649,834) (25,185,112) 2,106,661
Transfer of Contract Maintenance Charges (109,752) (5,990) (13,993)
Transfer of Merged Funds (Note 4) 0 0 0
--------------------------- --------------------------- ---------------------------
Increase (Decrease) in Net Assets
Resulting from Principal Transactions 11,857,096 (4,810,598) 886,585
--------------------------- --------------------------- ---------------------------
Increase (Decrease) in Net Assets 35,729,722 (4,042,728) 1,214,386
Net Assets Beginning Balance 252,644,720 23,336,774 38,099,217
--------------------------- --------------------------- ---------------------------
Net Assets Ending Balance $ 288,374,442 $ 19,294,046 $ 39,313,603
=========================== =========================== ===========================
Units Outstanding at December 31, 1996 1,677,743.1 2,933,851.0
=========================== ===========================
Accumulation Unit Value at December 31, 1996 $ 11.50 $ 13.40
=========================== ===========================
</TABLE>
<PAGE>
ML OF NEW YORK VARIABLE ANNUITY SEPARATE ACCOUNT A
ML LIFE INSURANCE COMPANY OF NEW YORK
SUPPLEMENTAL CONSOLIDATING SCHEDULE OF OPERATIONS AND
CHANGES IN NET ASSETS
FOR THE YEAR ENDED DECEMBER 31, 1996
================================================================================
<TABLE>
<CAPTION>
Divisions Investing In
===================================================================================
High
Current Quality Equity
Income Equity Growth
Fund Fund Fund
=========================== =========================== ===========================
<S> <C> <C> <C>
Investment Income (Loss):
Reinvested Dividends $ 1,821,672 $ 5,463,249 $ 2,589,092
Mortality and Expense Charges (264,763) (537,782) (306,066)
--------------------------- --------------------------- ---------------------------
Net Investment Income (Loss) 1,556,909 4,925,467 2,283,026
--------------------------- --------------------------- ---------------------------
Realized and Unrealized Gains (Losses):
Net Realized Gains (Losses) (86,284) 343,662 480,977
Net Unrealized Gains (Losses) 351,511 830,591 (1,346,029)
--------------------------- --------------------------- ---------------------------
Net Realized and Unrealized Gains (Losses) 265,227 1,174,253 (865,052)
--------------------------- --------------------------- ---------------------------
Increase (Decrease) in Net Assets
Resulting from Operations 1,822,136 6,099,720 1,417,974
--------------------------- --------------------------- ---------------------------
Changes from Principal Transactions:
Transfer of Net Premiums 226,054 236,747 315,764
Transfer of Contract Owner Withdrawals (731,415) (1,430,347) (700,054)
Transfers In (Out) - Net 1,480,573 4,279,495 5,583,678
Transfer of Contract Maintenance Charges (7,831) (16,848) (8,956)
Transfer of Merged Funds (Note 4) 0 0 0
--------------------------- --------------------------- ---------------------------
Increase (Decrease) in Net Assets
Resulting from Principal Transactions 967,381 3,069,047 5,190,432
--------------------------- --------------------------- ---------------------------
Increase (Decrease) in Net Assets 2,789,517 9,168,767 6,608,406
Net Assets Beginning Balance 17,943,201 35,636,723 18,990,808
--------------------------- --------------------------- ---------------------------
Net Assets Ending Balance $ 20,732,718 $ 44,805,490 $ 25,599,214
=========================== =========================== ===========================
Units Outstanding at December 31, 1996 1,341,055.5 2,798,594.0 1,684,158.8
=========================== =========================== ===========================
Accumulation Unit Value at December 31, 1996 $ 15.46 $ 16.01 $ 15.20
=========================== =========================== ===========================
</TABLE>
<PAGE>
ML OF NEW YORK VARIABLE ANNUITY SEPARATE ACCOUNT A
ML LIFE INSURANCE COMPANY OF NEW YORK
SUPPLEMENTAL CONSOLIDATING SCHEDULE OF OPERATIONS AND
CHANGES IN NET ASSETS
FOR THE YEAR ENDED DECEMBER 31, 1996
================================================================================
<TABLE>
<CAPTION>
Divisions Investing In
===================================================================================
Natural
Flexible American Resources
Strategy Balanced Focus
Fund Fund Fund
=========================== =========================== ===========================
<S> <C> <C> <C>
Investment Income (Loss):
Reinvested Dividends $ 2,512,470 $ 667,661 $ 70,323
Mortality and Expense Charges (185,273) (236,562) (29,859)
--------------------------- --------------------------- ---------------------------
Net Investment Income (Loss) 2,327,197 431,099 40,464
--------------------------- --------------------------- ---------------------------
Realized and Unrealized Gains (Losses):
Net Realized Gains (Losses) 58,891 244,136 95,744
Net Unrealized Gains (Losses) (731,387) 694,290 113,454
--------------------------- --------------------------- ---------------------------
Net Realized and Unrealized Gains (Losses) (672,496) 938,426 209,198
--------------------------- --------------------------- ---------------------------
Increase (Decrease) in Net Assets
Resulting from Operations 1,654,701 1,369,525 249,662
--------------------------- --------------------------- ---------------------------
Changes from Principal Transactions:
Transfer of Net Premiums 46,511 38,725 13,049
Transfer of Contract Owner Withdrawals (537,269) (606,939) (139,278)
Transfers In (Out) - Net (1,362,614) (798,159) (191,480)
Transfer of Contract Maintenance Charges (6,620) (7,334) (933)
Transfer of Merged Funds (Note 4) (14,577,461) 0 0
--------------------------- --------------------------- ---------------------------
Increase (Decrease) in Net Assets
Resulting from Principal Transactions (16,437,453) (1,373,707) (318,642)
--------------------------- --------------------------- ---------------------------
Increase (Decrease) in Net Assets (14,782,752) (4,182) (68,980)
Net Assets Beginning Balance 14,782,752 17,312,210 2,104,226
--------------------------- --------------------------- ---------------------------
Net Assets Ending Balance $ 0 $ 17,308,028 $ 2,035,246
=========================== =========================== ===========================
Units Outstanding at December 31, 1996 0.0 1,196,131.9 144,754.3
=========================== =========================== ===========================
Accumulation Unit Value at December 31, 1996 $ 0.00 $ 14.47 $ 14.06
=========================== =========================== ===========================
</TABLE>
<PAGE>
ML OF NEW YORK VARIABLE ANNUITY SEPARATE ACCOUNT A
ML LIFE INSURANCE COMPANY OF NEW YORK
SUPPLEMENTAL CONSOLIDATING SCHEDULE OF OPERATIONS AND
CHANGES IN NET ASSETS
FOR THE YEAR ENDED DECEMBER 31, 1996
================================================================================
<TABLE>
<CAPTION>
Divisions Investing In
===================================================================================
Global Global International
Strategy Utility Equity
Focus Focus Focus
Fund Fund Fund
=========================== =========================== ===========================
<S> <C> <C> <C>
Investment Income (Loss):
Reinvested Dividends $ 809,196 $ 390,696 $ 199,915
Mortality and Expense Charges (482,898) (115,702) (224,149)
--------------------------- --------------------------- ---------------------------
Net Investment Income (Loss) 326,298 274,994 (24,234)
--------------------------- --------------------------- ---------------------------
Realized and Unrealized Gains (Losses):
Net Realized Gains (Losses) 447,320 145,345 68,974
Net Unrealized Gains (Losses) 3,069,358 492,972 735,166
--------------------------- --------------------------- ---------------------------
Net Realized and Unrealized Gains (Losses) 3,516,678 638,317 804,140
--------------------------- --------------------------- ---------------------------
Increase (Decrease) in Net Assets
Resulting from Operations 3,842,976 913,311 779,906
--------------------------- --------------------------- ---------------------------
Changes from Principal Transactions:
Transfer of Net Premiums 250,324 47,386 223,501
Transfer of Contract Owner Withdrawals (1,292,347) (537,614) (541,263)
Transfers In (Out) - Net (2,475,347) (456,941) 3,394,438
Transfer of Contract Maintenance Charges (16,877) (3,063) (7,457)
Transfer of Merged Funds (Note 4) 14,577,461 0 0
--------------------------- --------------------------- ---------------------------
Increase (Decrease) in Net Assets
Resulting from Principal Transactions 11,043,214 (950,232) 3,069,219
--------------------------- --------------------------- ---------------------------
Increase (Decrease) in Net Assets 14,886,190 (36,921) 3,849,125
Net Assets Beginning Balance 34,422,770 8,509,908 14,425,980
--------------------------- --------------------------- ---------------------------
Net Assets Ending Balance $ 49,308,960 $ 8,472,987 $ 18,275,105
=========================== =========================== ===========================
Units Outstanding at December 31, 1996 3,436,164.5 646,792.9 1,535,723.1
=========================== =========================== ===========================
Accumulation Unit Value at December 31, 1996 $ 14.35 $ 13.10 $ 11.90
=========================== =========================== ===========================
</TABLE>
<PAGE>
ML OF NEW YORK VARIABLE ANNUITY SEPARATE ACCOUNT A
ML LIFE INSURANCE COMPANY OF NEW YORK
SUPPLEMENTAL CONSOLIDATING SCHEDULE OF OPERATIONS AND
CHANGES IN NET ASSETS
FOR THE YEAR ENDED DECEMBER 31, 1996
================================================================================
<TABLE>
<CAPTION>
Divisions Investing In
===================================================================================
Global Basic
Bond Value International
Focus Focus Bond
Fund Fund Fund
=========================== =========================== ===========================
<S> <C> <C> <C>
Investment Income (Loss):
Reinvested Dividends $ 456,727 $ 1,197,719 $ 34,739
Mortality and Expense Charges (77,569) (302,451) (5,598)
--------------------------- --------------------------- ---------------------------
Net Investment Income (Loss) 379,158 895,268 29,141
--------------------------- --------------------------- ---------------------------
Realized and Unrealized Gains (Losses):
Net Realized Gains (Losses) (80,228) 219,102 (3,056)
Net Unrealized Gains (Losses) 60,539 2,828,056 (12,628)
--------------------------- --------------------------- ---------------------------
Net Realized and Unrealized Gains (Losses) (19,689) 3,047,158 (15,684)
--------------------------- --------------------------- ---------------------------
Increase (Decrease) in Net Assets
Resulting from Operations 359,469 3,942,426 13,457
--------------------------- --------------------------- ---------------------------
Changes from Principal Transactions:
Transfer of Net Premiums 73,100 592,211 10,656
Transfer of Contract Owner Withdrawals (339,363) (896,787) (7,742)
Transfers In (Out) - Net (673,936) 8,083,834 (67,374)
Transfer of Contract Maintenance Charges (2,297) (8,973) (268)
Transfer of Merged Funds (Note 4) 412,464 0 (412,464)
--------------------------- --------------------------- ---------------------------
Increase (Decrease) in Net Assets
Resulting from Principal Transactions (530,032) 7,770,285 (477,192)
--------------------------- --------------------------- ---------------------------
Increase (Decrease) in Net Assets (170,563) 11,712,711 (463,735)
Net Assets Beginning Balance 5,775,271 16,888,064 463,735
--------------------------- --------------------------- ---------------------------
Net Assets Ending Balance $ 5,604,708 $ 28,600,775 $ 0
=========================== =========================== ===========================
Units Outstanding at December 31, 1996 459,402.3 1,766,570.4 0.0
=========================== =========================== ===========================
Accumulation Unit Value at December 31, 1996 $ 12.20 $ 16.19 $ 0.00
=========================== =========================== ===========================
</TABLE>
<PAGE>
ML OF NEW YORK VARIABLE ANNUITY SEPARATE ACCOUNT A
ML LIFE INSURANCE COMPANY OF NEW YORK
SUPPLEMENTAL CONSOLIDATING SCHEDULE OF OPERATIONS AND
CHANGES IN NET ASSETS
FOR THE YEAR ENDED DECEMBER 31, 1996
================================================================================
<TABLE>
<CAPTION>
Divisions Investing In
===================================================================================
Developing
Government Capital Markets Index
Bond Focus 500
Fund Fund Fund
=========================== =========================== ===========================
<S> <C> <C> <C>
Investment Income (Loss):
Reinvested Dividends $ 179,267 $ 55,687 $ 0
Mortality and Expense Charges (39,923) (44,277) (47)
--------------------------- --------------------------- ---------------------------
Net Investment Income (Loss) 139,344 11,410 (47)
--------------------------- --------------------------- ---------------------------
Realized and Unrealized Gains (Losses):
Net Realized Gains (Losses) 5,713 (58,723) 0
Net Unrealized Gains (Losses) (44,905) 262,497 (746)
--------------------------- --------------------------- ---------------------------
Net Realized and Unrealized Gains (Losses) (39,192) 203,774 (746)
--------------------------- --------------------------- ---------------------------
Increase (Decrease) in Net Assets
Resulting from Operations 100,152 215,184 (793)
--------------------------- --------------------------- ---------------------------
Changes from Principal Transactions:
Transfer of Net Premiums 1,010 241,327 0
Transfer of Contract Owner Withdrawals (33,371) (80,315) 0
Transfers In (Out) - Net 2,837,481 1,538,145 106,503
Transfer of Contract Maintenance Charges (883) (1,429) 0
Transfer of Merged Funds (Note 4) 0 0 0
--------------------------- --------------------------- ---------------------------
Increase (Decrease) in Net Assets
Resulting from Principal Transactions 2,804,237 1,697,728 106,503
--------------------------- --------------------------- ---------------------------
Increase (Decrease) in Net Assets 2,904,389 1,912,912 105,710
Net Assets Beginning Balance 1,753,247 2,199,834 0
--------------------------- --------------------------- ---------------------------
Net Assets Ending Balance $ 4,657,636 $ 4,112,746 $ 105,710
=========================== =========================== ===========================
Units Outstanding at December 31, 1996 401,866.8 411,686.3 10,445.7
=========================== =========================== ===========================
Accumulation Unit Value at December 31, 1996 $ 11.59 $ 9.99 $ 10.12
=========================== =========================== ===========================
</TABLE>
<PAGE>
ML OF NEW YORK VARIABLE ANNUITY SEPARATE ACCOUNT A
ML LIFE INSURANCE COMPANY OF NEW YORK
SUPPLEMENTAL CONSOLIDATING SCHEDULE OF OPERATIONS AND
CHANGES IN NET ASSETS
FOR THE YEAR ENDED DECEMBER 31, 1996
================================================================================
<TABLE>
<CAPTION>
Divisions Investing In
============================
MFS
Emerging
Growth
Series
===========================
<S> <C>
Investment Income (Loss):
Reinvested Dividends $ 1,244
Mortality and Expense Charges (68)
---------------------------
Net Investment Income (Loss) 1,176
---------------------------
Realized and Unrealized Gains (Losses):
Net Realized Gains (Losses) 0
Net Unrealized Gains (Losses) (4,027)
---------------------------
Net Realized and Unrealized Gains (Losses) (4,027)
---------------------------
Increase (Decrease) in Net Assets
Resulting from Operations (2,851)
---------------------------
Changes from Principal Transactions:
Transfer of Net Premiums 0
Transfer of Contract Owner Withdrawals 0
Transfers In (Out) - Net 150,321
Transfer of Contract Maintenance Charges 0
Transfer of Merged Funds (Note 4) 0
---------------------------
Increase (Decrease) in Net Assets
Resulting from Principal Transactions 150,321
---------------------------
Increase (Decrease) in Net Assets 147,470
Net Assets Beginning Balance 0
---------------------------
Net Assets Ending Balance $ 147,470
===========================
Units Outstanding at December 31, 1996 15,002.0
===========================
Accumulation Unit Value at December 31, 1996 $ 9.83
===========================
</TABLE>
<PAGE>
ML OF NEW YORK VARIABLE ANNUITY SEPARATE ACCOUNT A
ML LIFE INSURANCE COMPANY OF NEW YORK
SUPPLEMENTAL CONSOLIDATING SCHEDULE OF OPERATIONS AND
CHANGES IN NET ASSETS
FOR THE YEAR ENDED DECEMBER 31, 1995
================================================================================
<TABLE>
<CAPTION>
Divisions Investing In
===================================================================================
Domestic
Total Money Prime
Separate Market Bond
Account Fund Fund
=========================== =========================== ===========================
<S> <C> <C> <C>
Investment Income (Loss):
Reinvested Dividends $ 10,648,984 $ 1,100,428 $ 2,478,146
Mortality and Expense Charges (3,040,823) (270,684) (477,417)
--------------------------- --------------------------- ---------------------------
Net Investment Income (Loss) 7,608,161 829,744 2,000,729
--------------------------- --------------------------- ---------------------------
Realized and Unrealized Gains (Losses):
Net Realized Gains (Losses) 795,417 0 (259,212)
Net Unrealized Gains 25,415,498 0 4,266,420
--------------------------- --------------------------- ---------------------------
Net Realized and Unrealized Gains (Losses) 26,210,915 0 4,007,208
--------------------------- --------------------------- ---------------------------
Increase (Decrease) in Net Assets
Resulting from Operations 33,819,076 829,744 6,007,937
--------------------------- --------------------------- ---------------------------
Changes from Principal Transactions:
Transfer of Net Premiums 24,211,078 22,372,316 156,609
Transfer of Contract Owner Withdrawals (8,215,726) (892,488) (1,437,521)
Transfers In (Out) - Net (1,121,733) (17,320,263) 426,689
Transfer of Contract Maintenance Charges (108,508) (6,945) (14,830)
--------------------------- --------------------------- ---------------------------
Increase (Decrease) in Net Assets
Resulting from Principal Transactions 14,765,111 4,152,620 (869,053)
--------------------------- --------------------------- ---------------------------
Increase (Decrease) in Net Assets 48,584,187 4,982,364 5,138,884
Net Assets Beginning Balance 204,060,533 18,354,410 32,960,333
--------------------------- --------------------------- ---------------------------
Net Assets Ending Balance $ 252,644,720 $ 23,336,774 $ 38,099,217
=========================== =========================== ===========================
Units Outstanding at December 31, 1995 2,104,307.8 2,866,758.2
=========================== ===========================
Accumulation Unit Value at December 31, 1995 $ 11.09 $ 13.29
=========================== ===========================
</TABLE>
<PAGE>
ML OF NEW YORK VARIABLE ANNUITY SEPARATE ACCOUNT A
ML LIFE INSURANCE COMPANY OF NEW YORK
SUPPLEMENTAL CONSOLIDATING SCHEDULE OF OPERATIONS AND
CHANGES IN NET ASSETS
FOR THE YEAR ENDED DECEMBER 31, 1995
================================================================================
<TABLE>
<CAPTION>
Divisions Investing In
===================================================================================
High
Current Quality Equity
Income Equity Growth
Fund Fund Fund
=========================== =========================== ===========================
<S> <C> <C> <C>
Investment Income (Loss):
Reinvested Dividends $ 1,578,423 $ 1,037,519 $ 52,571
Mortality and Expense Charges (216,105) (420,966) (193,094)
--------------------------- --------------------------- ---------------------------
Net Investment Income (Loss) 1,362,318 616,553 (140,523)
--------------------------- --------------------------- ---------------------------
Realized and Unrealized Gains (Losses):
Net Realized Gains (Losses) (66,370) 329,434 466,538
Net Unrealized Gains 958,892 5,013,917 4,833,452
--------------------------- --------------------------- ---------------------------
Net Realized and Unrealized Gains (Losses) 892,522 5,343,351 5,299,990
--------------------------- --------------------------- ---------------------------
Increase (Decrease) in Net Assets
Resulting from Operations 2,254,840 5,959,904 5,159,467
--------------------------- --------------------------- ---------------------------
Changes from Principal Transactions:
Transfer of Net Premiums 171,824 285,553 221,245
Transfer of Contract Owner Withdrawals (571,957) (971,173) (406,068)
Transfers In (Out) - Net 2,500,891 3,422,212 3,644,722
Transfer of Contract Maintenance Charges (7,731) (15,607) (6,923)
--------------------------- --------------------------- ---------------------------
Increase (Decrease) in Net Assets
Resulting from Principal Transactions 2,093,027 2,720,985 3,452,976
--------------------------- --------------------------- ---------------------------
Increase (Decrease) in Net Assets 4,347,867 8,680,889 8,612,443
Net Assets Beginning Balance 13,595,334 26,955,834 10,378,365
--------------------------- --------------------------- ---------------------------
Net Assets Ending Balance $ 17,943,201 $ 35,636,723 $ 18,990,808
=========================== =========================== ===========================
Units Outstanding at December 31, 1995 1,274,375.1 2,587,997.3 1,332,688.3
=========================== =========================== ===========================
Accumulation Unit Value at December 31, 1995 $ 14.08 $ 13.77 $ 14.25
=========================== =========================== ===========================
</TABLE>
<PAGE>
ML OF NEW YORK VARIABLE ANNUITY SEPARATE ACCOUNT A
ML LIFE INSURANCE COMPANY OF NEW YORK
SUPPLEMENTAL CONSOLIDATING SCHEDULE OF OPERATIONS AND
CHANGES IN NET ASSETS
FOR THE YEAR ENDED DECEMBER 31, 1995
================================================================================
<TABLE>
<CAPTION>
Divisions Investing In
===================================================================================
Natural
Flexible American Resources
Strategy Balanced Focus
Fund Fund Fund
=========================== =========================== ===========================
<S> <C> <C> <C>
Investment Income (Loss):
Reinvested Dividends $ 595,685 $ 608,454 $ 43,052
Mortality and Expense Charges (183,197) (213,967) (28,412)
--------------------------- --------------------------- ---------------------------
Net Investment Income (Loss) 412,488 394,487 14,640
--------------------------- --------------------------- ---------------------------
Realized and Unrealized Gains (Losses):
Net Realized Gains (Losses) 45,556 117,896 7,502
Net Unrealized Gains 1,538,179 2,238,763 202,558
--------------------------- --------------------------- ---------------------------
Net Realized and Unrealized Gains (Losses) 1,583,735 2,356,659 210,060
--------------------------- --------------------------- ---------------------------
Increase (Decrease) in Net Assets
Resulting from Operations 1,996,223 2,751,146 224,700
--------------------------- --------------------------- ---------------------------
Changes from Principal Transactions:
Transfer of Net Premiums 104,769 57,776 25,450
Transfer of Contract Owner Withdrawals (517,208) (680,911) (133,808)
Transfers In (Out) - Net 712,004 1,675,613 (166,290)
Transfer of Contract Maintenance Charges (6,880) (7,519) (1,161)
--------------------------- --------------------------- ---------------------------
Increase (Decrease) in Net Assets
Resulting from Principal Transactions 292,685 1,044,959 (275,809)
--------------------------- --------------------------- ---------------------------
Increase (Decrease) in Net Assets 2,288,908 3,796,105 (51,109)
Net Assets Beginning Balance 12,493,844 13,516,105 2,155,335
--------------------------- --------------------------- ---------------------------
Net Assets Ending Balance $ 14,782,752 $ 17,312,210 $ 2,104,226
=========================== =========================== ===========================
Units Outstanding at December 31, 1995 1,137,134.8 1,294,854.9 167,533.9
=========================== =========================== ===========================
Accumulation Unit Value at December 31, 1995 $ 13.00 $ 13.37 $ 12.56
=========================== =========================== ===========================
</TABLE>
<PAGE>
ML OF NEW YORK VARIABLE ANNUITY SEPARATE ACCOUNT A
ML LIFE INSURANCE COMPANY OF NEW YORK
SUPPLEMENTAL CONSOLIDATING SCHEDULE OF OPERATIONS AND
CHANGES IN NET ASSETS
FOR THE YEAR ENDED DECEMBER 31, 1995
================================================================================
<TABLE>
<CAPTION>
Divisions Investing In
===================================================================================
Global Global International
Strategy Utility Equity
Focus Focus Focus
Fund Fund Fund
=========================== =========================== ===========================
<S> <C> <C> <C>
Investment Income (Loss):
Reinvested Dividends $ 1,127,959 $ 299,769 $ 539,396
Mortality and Expense Charges (453,534) (105,223) (183,716)
--------------------------- --------------------------- ---------------------------
Net Investment Income (Loss) 674,425 194,546 355,680
--------------------------- --------------------------- ---------------------------
Realized and Unrealized Gains (Losses):
Net Realized Gains (Losses) 249,732 (67,434) (37,811)
Net Unrealized Gains 2,012,207 1,480,395 197,776
--------------------------- --------------------------- ---------------------------
Net Realized and Unrealized Gains (Losses) 2,261,939 1,412,961 159,965
--------------------------- --------------------------- ---------------------------
Increase (Decrease) in Net Assets
Resulting from Operations 2,936,364 1,607,507 515,645
--------------------------- --------------------------- ---------------------------
Changes from Principal Transactions:
Transfer of Net Premiums 204,373 77,973 187,196
Transfer of Contract Owner Withdrawals (1,282,650) (284,361) (563,415)
Transfers In (Out) - Net (1,860,983) (416,424) 13,089
Transfer of Contract Maintenance Charges (19,210) (3,572) (7,539)
--------------------------- --------------------------- ---------------------------
Increase (Decrease) in Net Assets
Resulting from Principal Transactions (2,958,470) (626,384) (370,669)
--------------------------- --------------------------- ---------------------------
Increase (Decrease) in Net Assets (22,106) 981,123 144,976
Net Assets Beginning Balance 34,444,876 7,528,785 14,281,004
--------------------------- --------------------------- ---------------------------
Net Assets Ending Balance $ 34,422,770 $ 8,509,908 $ 14,425,980
=========================== =========================== ===========================
Units Outstanding at December 31, 1995 2,678,814.8 724,247.5 1,275,506.6
=========================== =========================== ===========================
Accumulation Unit Value at December 31, 1995 $ 12.85 $ 11.75 $ 11.31
=========================== =========================== ===========================
</TABLE>
<PAGE>
ML OF NEW YORK VARIABLE ANNUITY SEPARATE ACCOUNT A
ML LIFE INSURANCE COMPANY OF NEW YORK
SUPPLEMENTAL CONSOLIDATING SCHEDULE OF OPERATIONS AND
CHANGES IN NET ASSETS
FOR THE YEAR ENDED DECEMBER 31, 1995
================================================================================
<TABLE>
<CAPTION>
Divisions Investing In
===================================================================================
Global Basic
Bond Value International
Focus Focus Bond
Fund Fund Fund
=========================== =========================== ===========================
<S> <C> <C> <C>
Investment Income (Loss):
Reinvested Dividends $ 491,150 $ 585,824 $ 21,076
Mortality and Expense Charges (74,826) (174,082) (4,277)
--------------------------- --------------------------- ---------------------------
Net Investment Income (Loss) 416,324 411,742 16,799
--------------------------- --------------------------- ---------------------------
Realized and Unrealized Gains (Losses):
Net Realized Gains (Losses) (86,645) 141,435 7,275
Net Unrealized Gains 452,227 2,079,042 9,632
--------------------------- --------------------------- ---------------------------
Net Realized and Unrealized Gains (Losses) 365,582 2,220,477 16,907
--------------------------- --------------------------- ---------------------------
Increase (Decrease) in Net Assets
Resulting from Operations 781,906 2,632,219 33,706
--------------------------- --------------------------- ---------------------------
Changes from Principal Transactions:
Transfer of Net Premiums 14,159 209,592 6,750
Transfer of Contract Owner Withdrawals (156,235) (233,699) (27,624)
Transfers In (Out) - Net (397,443) 4,946,139 270,850
Transfer of Contract Maintenance Charges (2,722) (6,429) (123)
--------------------------- --------------------------- ---------------------------
Increase (Decrease) in Net Assets
Resulting from Principal Transactions (542,241) 4,915,603 249,853
--------------------------- --------------------------- ---------------------------
Increase (Decrease) in Net Assets 239,665 7,547,822 283,559
Net Assets Beginning Balance 5,535,606 9,340,242 180,176
--------------------------- --------------------------- ---------------------------
Net Assets Ending Balance $ 5,775,271 $ 16,888,064 $ 463,735
=========================== =========================== ===========================
Units Outstanding at December 31, 1995 504,390.5 1,241,769.4 40,678.5
=========================== =========================== ===========================
Accumulation Unit Value at December 31, 1995 $ 11.45 $ 13.60 $ 11.40
=========================== =========================== ===========================
</TABLE>
<PAGE>
ML OF NEW YORK VARIABLE ANNUITY SEPARATE ACCOUNT A
ML LIFE INSURANCE COMPANY OF NEW YORK
SUPPLEMENTAL CONSOLIDATING SCHEDULE OF OPERATIONS AND
CHANGES IN NET ASSETS
FOR THE YEAR ENDED DECEMBER 31, 1995
================================================================================
<TABLE>
<CAPTION>
Divisions Investing In
=======================================================
Developing
Government Capital Markets
Bond Focus
Fund Fund
=========================== ===========================
<S> <C> <C>
Investment Income (Loss):
Reinvested Dividends $ 74,510 $ 15,022
Mortality and Expense Charges (17,397) (23,926)
--------------------------- ---------------------------
Net Investment Income (Loss) 57,113 (8,904)
--------------------------- ---------------------------
Realized and Unrealized Gains (Losses):
Net Realized Gains (Losses) 5,484 (57,963)
Net Unrealized Gains 103,249 28,789
--------------------------- ---------------------------
Net Realized and Unrealized Gains (Losses) 108,733 (29,174)
--------------------------- ---------------------------
Increase (Decrease) in Net Assets
Resulting from Operations 165,846 (38,078)
--------------------------- ---------------------------
Changes from Principal Transactions:
Transfer of Net Premiums 7,500 107,993
Transfer of Contract Owner Withdrawals (12,520) (44,088)
Transfers In (Out) - Net 892,104 535,357
Transfer of Contract Maintenance Charges (340) (977)
--------------------------- ---------------------------
Increase (Decrease) in Net Assets
Resulting from Principal Transactions 886,744 598,285
--------------------------- ---------------------------
Increase (Decrease) in Net Assets 1,052,590 560,207
Net Assets Beginning Balance 700,657 1,639,627
--------------------------- ---------------------------
Net Assets Ending Balance $ 1,753,247 $ 2,199,834
=========================== ===========================
Units Outstanding at December 31, 1995 153,524.3 240,156.6
=========================== ===========================
Accumulation Unit Value at December 31, 1995 $ 11.42 $ 9.16
=========================== ===========================
</TABLE>
<PAGE>
<PAGE>
INDEPENDENT AUDITORS' REPORT
To the Board of Directors of
ML Life Insurance Company of New York:
We have audited the accompanying statement of net assets of
ML of New York Variable Annuity Separate Account B (the
"Account") as of December 31, 1996 and the related
statements of operations and changes in net assets for each
of the two years in the period then ended. These financial
statements are the responsibility of the management of ML
Life Insurance Company of New York. Our responsibility is to
express an opinion on these financial statements based on
our audits.
We conducted our audits in accordance with generally
accepted auditing standards. Those standards require that
we plan and perform the audits to obtain reasonable
assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures
in the financial statements. Our procedures included
confirmation of mutual fund securities owned at December 31,
1996. An audit also includes assessing the accounting
principles used and significant estimates made by
management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide
a reasonable basis for our opinion.
In our opinion, such financial statements present fairly, in
all material respects, the financial position of the Account
at December 31, 1996 and the results of its operations and
the changes in its net assets for the above periods in
conformity with generally accepted accounting principles.
January 21, 1997
<PAGE>
ML OF NEW YORK VARIABLE ANNUITY SEPARATE ACCOUNT B
ML LIFE INSURANCE COMPANY OF NEW YORK
STATEMENT OF NET ASSETS AT DECEMBER 31, 1996
================================================================================
<TABLE>
<CAPTION>
Market
Cost Shares Value
======================= ======================= =======================
<S> <C> <C> <C>
ASSETS:
Investments in Merrill Lynch Variable Series Funds, Inc. (Note 1):
Reserve Assets Fund $ 1,192,809 1,192,809 $ 1,192,809
----------------------- -----------------------
TOTAL ASSETS $ 1,192,809 1,192,809
======================= -----------------------
LIABILITIES:
Due to ML Life Insurance Company of New York 236
-----------------------
TOTAL LIABILITIES 236
-----------------------
NET ASSETS $ 1,192,573
=======================
</TABLE>
See Notes to Financial Statements
<PAGE>
ML OF NEW YORK VARIABLE ANNUITY SEPARATE ACCOUNT B
ML LIFE INSURANCE COMPANY OF NEW YORK
STATEMENTS OF OPERATIONS AND CHANGES IN NET ASSETS
FOR THE YEARS ENDED DECEMBER 31, 1996 AND 1995
================================================================================
<TABLE>
<CAPTION>
1996 1995
======================= =======================
<S> <C> <C>
Investment Income:
Reinvested Dividends $ 62,067 $ 72,245
Mortality and Expense Charges (Note 3) (8,115) (8,565)
----------------------- -----------------------
Net Investment Income 53,952 63,680
----------------------- -----------------------
Increase in Net Assets
Resulting from Operations 53,952 63,680
----------------------- -----------------------
Changes from Principal Transactions:
Transfer of Net Premiums 44,308 350,271
Transfer of Contract Owner Withdrawals (1,858,092) (1,577,588)
Transfers In - Net 1,664,422 1,156,573
Transfer of Contract Maintenance Charges (Note 3) (367) (412)
----------------------- -----------------------
Decrease in Net Assets
Resulting from Principal Transactions (149,729) (71,156)
----------------------- -----------------------
Decrease in Net Assets (95,777) (7,476)
Net Assets Beginning Balance 1,288,350 1,295,826
----------------------- -----------------------
Net Assets Ending Balance $ 1,192,573 $ 1,288,350
======================= =======================
Division Investing In
===============================================
Reserve Reserve
Assets Assets
Fund Fund
1996 1995
======================= =======================
<S> <C> <C>
Units Outstanding at December 31, 101,151.2 114,114.3
======================= =======================
Accumulation Unit Value at December 31, $ 11.79 $ 11.29
======================= =======================
</TABLE>
See Notes to Financial Statements
<PAGE>
ML OF NEW YORK VARIABLE ANNUITY SEPARATE ACCOUNT B
ML LIFE INSURANCE COMPANY OF NEW YORK
NOTES TO FINANCIAL STATEMENTS
1. ML of New York Variable Annuity Separate Account B
("Separate Account B"), a separate account of ML Life
Insurance Company of New York ("ML of New York"), was
established to support the operations with respect to
certain variable annuity contracts ("Contracts").
Separate Account B is governed by New York State
Insurance Law. ML of New York is an indirect wholly-
owned subsidiary of Merrill Lynch & Co., Inc. Separate
Account B is registered as a unit investment trust under
the Investment Company Act of 1940 and consists of one
investment division. The investment division invests in
the securities of the Reserve Assets Fund of the Merrill
Lynch Variable Series Funds, Inc.
The assets of Separate Account B are registered in the
name of ML of New York. Separate Account B's assets are
not chargeable with liabilities arising out of any other
business ML of New York may conduct.
The change in net assets accumulated in Separate Account
B provides the basis for the periodic determination of
the amount of increased or decreased benefits under the
Contracts.
The net assets may not be less than the amount required
under New York State Insurance Law to provide for death
benefits (without regard to the minimum death benefit
guarantee) and other Contract benefits.
The financial statements included herein have been
prepared in accordance with generally accepted accounting
principles for variable annuity separate accounts
registered as unit investment trusts. The preparation of
financial statements in conformity with generally
accepted accounting principles requires management to
make estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the
financial statements and the reported amounts of revenues
and expenses during the reporting period. Actual results
could differ from those estimates.
2. The following is a summary of significant accounting
policies of Separate Account B:
Investments in the divisions are included in the
statement of net assets at the net asset value of the
Series Funds shares held.
Dividend income is recognized on the ex-dividend date.
All dividends are automatically reinvested.
The operations of Separate Account B are included in the
Federal income tax return of ML of New York. Under the
provisions of the Contracts, ML of New York has the right
to charge Separate Account B for any Federal income tax
attributable to Separate Account B. No charge is
currently being made against Separate Account B for such
tax since, under current tax law, ML of New York pays no
tax on investment income and capital gains reflected in
variable annuity contract reserves. However, ML of New
York retains the right to charge for any Federal income
tax incurred which is attributable to Separate Account B
if the law is changed. Charges for state and local
taxes, if any, attributable to Separate Account B may
also be made.
3. ML of New York assumes mortality and expense risks
related to Contracts investing in Separate Account B and
deducts a daily charge at a rate of .65% (on an annual
basis) of the net assets of Separate Account B to cover
these risks.
ML of New York deducts a contract maintenance charge of
$40 for each Contract on each Contract's anniversary that
occurs on or prior to the annuity date. It is also
deducted when the Contract is surrendered if it is
surrendered on any date other than a contract anniversary
date. The contract maintenance charge is borne by
Contract owners by redeeming accumulation units with a
value equal to the charge. This charge is waived on all
Contracts with a Contract value equal to or greater than
$50,000 on the date the charge would otherwise be
deducted, and in certain circumstances where multiple
contracts are owned.
<PAGE>
INDEPENDENT AUDITORS' REPORT
The Board of Directors of
ML Life Insurance Company of New York:
We have audited the accompanying balance sheets of ML Life
Insurance Company of New York (the "Company"), a wholly-owned
subsidiary of Merrill Lynch Insurance Group, Inc., as of December
31, 1996 and 1995, and the related statements of earnings,
stockholder's equity, and cash flows for each of the three years
in the period ended December 31, 1996. These financial statements
are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial
statements based on our audits.
We conducted our audits in accordance with generally accepted
auditing standards. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement. An
audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating
the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.
In our opinion, such financial statements present fairly, in all
material respects, the financial position of the Company at
December 31, 1996 and 1995, and the results of its operations and
its cash flows for each of the three years in the period ended
December 31, 1996 in conformity with generally accepted
accounting principles.
February 24, 1997
<PAGE>
ML LIFE INSURANCE COMPANY OF NEW YORK
(A wholly-owned subsidiary of Merrill Lynch Insurance Group, Inc.)
BALANCE SHEETS
AS OF DECEMBER 31, 1996 AND 1995
(Dollars in Thousands)
<TABLE>
<CAPTION>
1996 1995
--------------- -------------
<S> <C> <C>
ASSETS
- ------
INVESTMENTS:
Fixed maturity securities, at estimated fair value
(amortized cost: 1996 - $264,341; 1995 - $295,403) $ 269,103 $ 307,596
Equity securities, at estimated fair value
(cost: 1996 - $8,975; 1995 - $3,017) 10,859 3,534
Mortgage loans 2,057 4,032
Policy loans on insurance contracts 85,548 82,073
--------------- -------------
Total Investments 367,567 397,235
=============== =============
CASH AND CASH EQUIVALENTS 7,828 17,387
ACCRUED INVESTMENT INCOME 5,952 6,603
DEFERRED POLICY ACQUISITION COSTS 29,272 30,922
FEDERAL INCOME TAXES - DEFERRED - 3,622
REINSURANCE RECEIVABLES 1,065 493
OTHER ASSETS 4,569 2,653
SEPARATE ACCOUNTS ASSETS 591,814 544,432
--------------- -------------
TOTAL ASSETS $ 1,008,067 $ 1,003,347
=============== =============
</TABLE>
See notes to financial statements.
<PAGE>
ML Life Insurance Company of New York
(A wholly-owned subsidiary of Merrill Lynch Insurance Group, Inc.)
Balance Sheets
As of December 31, 1996 and 1995
(Continued) (Dollars in Thousands)
<TABLE>
<CAPTION>
1996 1995
--------------- --------------
<S> <C> <C>
LIABILITIES AND STOCKHOLDER'S EQUITY
- ------------------------------------
LIABILITIES:
POLICY LIABILITIES AND ACCRUALS:
Policyholders' account balances $ 318,567 $ 337,137
Claims and claims settlement expenses 2,572 2,901
--------------- --------------
Total policy liabilities and accruals 321,139 340,038
OTHER POLICYHOLDER FUNDS 1,160 739
FEDERAL INCOME TAXES - DEFERRED 626 -
FEDERAL INCOME TAXES - CURRENT 2,099 185
AFFILIATED PAYABLES - NET 5,026 4,062
OTHER LIABILITIES 1,649 3,112
SEPARATE ACCOUNTS LIABILITIES 591,814 544,432
--------------- --------------
Total Liabilities 923,513 892,568
--------------- --------------
STOCKHOLDER'S EQUITY:
Common stock, $10 par value - 220,000 shares
authorized, issued and outstanding 2,200 2,200
Additional paid-in capital 72,040 83,006
Retained earnings 9,219 24,034
Net unrealized gain on investment securities 1,095 1,539
-------------- --------------
Total Stockholder's Equity 84,554 110,779
-------------- --------------
TOTAL LIABILITIES AND STOCKHOLDER'S EQUITY $ 1,008,067 $ 1,003,347
============== ==============
</TABLE>
<PAGE>
ML LIFE INSURANCE COMPANY OF NEW YORK
(A wholly-owned subsidiary of Merrill Lynch Insurance Group, Inc.)
STATEMENTS OF EARNINGS
FOR THE YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994
(Dollars in Thousands)
<TABLE>
<CAPTION>
1996 1995 1994
------------ ------------ ------------
<S> <C> <C> <C>
REVENUES:
Investment revenue:
Net investment income $ 27,520 $ 29,819 $ 32,679
Net realized investment gains (losses) 2,169 (265) (2,218)
Policy charge revenue 11,959 10,864 10,339
------------ ------------ ------------
Total Revenues 41,648 40,418 40,800
------------ ------------ ------------
BENEFITS AND EXPENSES:
Interest credited to policyholders' account balances 16,586 17,375 22,691
Market value adjustment expense 301 238 132
Policy benefits (net of reinsurance recoveries: 1996 - $1,584
1995 - $917; 1994 - $715) 1,311 528 1,620
Reinsurance premium ceded 1,262 1,227 1,240
Amortization of deferred policy acquisition costs 3,784 1,300 4,141
Insurance expenses and taxes 4,595 4,508 3,685
------------ ------------ ------------
Total Benefits and Expenses 27,839 25,176 33,509
------------ ------------ ------------
Earnings Before Federal Income Tax Provision 13,809 15,242 7,291
------------ ------------ ------------
FEDERAL INCOME TAX PROVISION (BENEFIT):
Current 102 1,692 (213)
Deferred 4,488 3,486 2,031
------------ ------------ ------------
Total Federal Income Tax Provision 4,590 5,178 1,818
------------ ------------ ------------
NET EARNINGS $ 9,219 $ 10,064 $ 5,473
============ ============ ============
</TABLE>
See notes to financial statements.
<PAGE>
ML LIFE INSURANCE COMPANY OF NEW YORK
(A wholly-owned subsidiary of Merrill Lynch Insurance Group, Inc.)
STATEMENTS OF STOCKHOLDER'S EQUITY
FOR THE YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994
(Dollars in Thousands)
<TABLE>
<CAPTION>
Net
Additional unrealized Total
Common paid-in Retained investment stockholder's
stock capital earnings gain (loss) equity
----------- ----------- ----------- ----------- -------------
<S> <C> <C> <C> <C> <C>
BALANCE, JANUARY 1, 1994 $ 2,200 $ 83,006 $ 8,497 $ (927) $ 92,776
Net earnings 5,473 5,473
Net unrealized investment loss (2,436) (2,436)
----------- ----------- ----------- ----------- -------------
BALANCE, DECEMBER 31, 1994 2,200 83,006 13,970 ( 3,363) 95,813
Net earnings 10,064 10,064
Net unrealized investment gain 4,902 4,902
----------- ----------- ----------- ----------- -------------
BALANCE, DECEMBER 31, 1995 2,200 83,006 24,034 1,539 110,779
Dividend to Parent (10,966) (24,034) (35,000)
Net earnings 9,219 9,219
Net unrealized investment loss (444) (444)
----------- ----------- ----------- ----------- -------------
BALANCE, DECEMBER 31, 1996 $ 2,200 $ 72,040 $ 9,219 $ 1,095 $ 84,554
=========== =========== =========== =========== =============
</TABLE>
See notes to financial statements.
<PAGE>
ML LIFE INSURANCE COMPANY OF NEW YORK
(A wholly-owned subsidiary of Merrill Lynch Insurance Group, Inc.)
STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994
(Dollars in Thousands)
<TABLE>
<CAPTION>
1996 1995 1994
----------- ----------- -----------
<S> <C> <C> <C>
OPERATING ACTIVITIES:
Net earnings $ 9,219 $ 10,064 $ 5,473
Adjustments to reconcile net earnings to net cash and
cash equivalents provided (used) by operating activities:
Amortization of deferred policy acquisition costs 3,784 1,300 4,142
Capitalization of policy acquisition costs (2,134) (4,368) (7,142)
Amortization, (accretion) and depreciation of investments 1 (434) (312)
Net realized investment (gains) losses (2,169) 265 2,218
Interest credited to policyholders' account balances 16,586 17,375 22,691
Provision for deferred Federal income tax 4,488 3,486 2,031
Changes in operating assets and liabilities:
Accrued investment income 651 751 2,810
Claims and claims settlement expenses (329) (1,413) (1,300)
Federal income taxes - current 1,914 15 (694)
Other policyholder funds 421 (793) 332
Affiliated payable - net 964 (180) (981)
Policy loans on insurance contracts (3,475) (4,246) (4,447)
Other, net (3,951) 1,723 (1,947)
----------- ----------- -----------
Net cash and cash equivalents provided
by operating activities 25,970 23,545 22,874
----------- ----------- -----------
INVESTING ACTIVITIES:
Sales of available-for-sale securities 155,645 68,736 128,183
Maturities of available-for-sale securities 34,455 38,420 92,499
Purchases of available-for-sale securities (162,828) (103,568) (73,045)
Mortgage loans principal payments received 1,975 - 8,998
Sales of mortgage loans - 3,608 -
----------- ----------- -----------
Net cash and cash equivalents provided by
investing activities 29,247 7,196 156,635
----------- ----------- -----------
</TABLE>
<PAGE>
ML LIFE INSURANCE COMPANY OF NEW YORK
(a wholly-owned subsidiary of Merrill Lynch Insurance Group, Inc.)
STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994
(Continued) (Dollars In Thousands)
<TABLE>
<CAPTION>
1996 1995 1994
------------- ------------- --------------
<S> <C> <C> <C>
FINANCING ACTIVITIES:
Dividends paid to parent $ (35,000) $ - $ -
Policyholders' account balances:
Deposits 32,158 43,191 56,297
Withdrawals (net of transfers to/from Separate Accounts) (61,934) (77,460) (242,355)
------------- ------------- --------------
Net cash and cash equivalents used
by financing activities (64,776) (34,269) (186,058)
------------- ------------- --------------
NET DECREASE IN CASH AND
CASH EQUIVALENTS (9,559) (3,528) (6,549)
CASH AND CASH EQUIVALENTS:
Beginning of year 17,387 20,915 27,464
------------- ------------- --------------
End of year $ 7,828 $ 17,387 $ 20,915
============= ============= ==============
Supplementary Disclosure of Cash Flow Information:
Cash paid (received) to (from) affiliates for:
Federal income taxes $ (1,812) $ 1,677 $ 482
Interest 440 447 352
</TABLE>
See notes to financial statements.
<PAGE>
ML LIFE INSURANCE COMPANY OF NEW YORK
(A wholly-owned subsidiary of Merrill Lynch Insurance Group,Inc.)
NOTES TO FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS)
NOTE 1: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Reporting: ML Life Insurance Company of New York (the
"Company") is a wholly-owned subsidiary of Merrill Lynch
Insurance Group, Inc. ("MLIG"). The Company is an indirect
wholly-owned subsidiary of Merrill Lynch & Co., Inc. ("Merrill
Lynch & Co.").
The Company sells non-participating life insurance and annuity
products which comprise one business segment. The primary
products that the Company currently markets are immediate
annuities, market value adjusted annuities, variable life
insurance and variable annuities. The Company is licensed to
sell insurance in nine states; however, it currently limits its
marketing activities to the State of New York. The Company
markets its products solely through the retail network of
Merrill Lynch, Pierce, Fenner & Smith, Incorporated ("MLPF&S"),
a wholly-owned subsidiary of Merrill Lynch & Co.
The accompanying financial statements have been prepared in
conformity with generally accepted accounting principles and
prevailing industry practices, both of which require management
to make estimates that affect the reported amounts and
disclosure of contingencies in the financial statements. Actual
results could differ from those estimates.
Revenue Recognition: Revenues for the Company's interest-
sensitive life, interest-sensitive annuity, variable life and
variable annuity products consist of policy charges for the
cost of insurance, deferred sales charges, policy
administration charges and/or withdrawal charges assessed
against policyholders' account balances during the period.
Policyholders' Account Balances: Liabilities for the Company's
universal life type contracts, including its life insurance and
annuity products, are equal to the full accumulation value of
such contracts as of the valuation date plus deficiency
reserves for certain products. Interest-crediting rates for the
Company's fixed-rate products are as follows:
Interest-sensitive life products 4.00% - 5.40%
Interest-sensitive deferred annuities 4.00% - 8.23%
Immediate annuities 3.00% - 10.00%
These rates may be changed at the option of the Company,
subject to minimum guarantees, after initial guaranteed rates
expire.
Liabilities for unpaid claims equal the death benefit for those
claims which have been reported to the Company and an estimate
based upon prior experience for claims unreported.
Reinsurance: In the normal course of business, the Company
seeks to limit its exposure to loss on any single insured life
and to recover a portion of benefits paid by ceding reinsurance
to other insurance enterprises or reinsurers under indemnity
reinsurance agreements, primarily excess coverage and
coinsurance agreements. The maximum amount of mortality risk
retained by the Company is approximately $500 on a single life.
Indemnity reinsurance agreements do not relieve the Company
from its obligations to policyholders. Failure of reinsurers to
honor their obligations could result in losses to the Company.
The Company regularly evaluates the financial condition of its
reinsurers so as to minimize its exposure to significant losses
from reinsurer insolvencies. The Company holds collateral under
reinsurance agreements in the form of letters of credit and
funds withheld totaling $183 that can be drawn upon for
delinquent reinsurance recoverables.
As of December 31, 1996, the Company had life insurance in-
force that was ceded to other life insurance companies of
$149,994.
Deferred Policy Acquisition Costs: Policy acquisition costs for
life and annuity contracts are deferred and amortized based on
the estimated future gross profits for each group of contracts.
These future gross profit estimates are subject to periodic
evaluation by the Company, with necessary revisions applied
against amortization to date. It is reasonably possible that
estimates of future gross profits could be reduced in the
future, resulting in a material reduction in the carrying
amount of deferred policy acquisition costs.
Policy acquisition costs are principally commissions and a
portion of certain other expenses relating to policy
acquisition, underwriting and issuance, that are primarily
related to and vary with the production of new business.
Certain costs and expenses reported in the statements of
earnings are net of amounts deferred. Policy acquisition costs
can also arise from the acquisition or reinsurance of existing
in-force policies from other insurers. These costs include
ceding commissions and professional fees related to the
reinsurance assumed. The deferred costs are amortized in
proportion to the estimated future gross profits over the
anticipated life of the acquired insurance contracts utilizing
an interest methodology.
The Company has entered into an assumption reinsurance
agreement with an unaffiliated insurer. The acquisition costs
relating to this agreement are being amortized over a twenty-
year period using an effective interest rate of 9.01%. This
reinsurance agreement provides for payment of contingent ceding
commissions based upon the persistency and mortality experience
of the insurance contracts assumed. Any payments made for the
contingent ceding commissions will be capitalized and amortized
using an identical methodology as that used for the initial
acquisition costs. The following is a reconciliation of the
acquisition costs related to the reinsurance agreement for the
years ended December 31:
<TABLE>
<CAPTION>
1996 1995 1994
----------- ----------- -----------
<S> <C> <C> <C>
Beginning balance $ 17,654 $ 14,923 $ 15,614
Capitalized amounts 577 1,553 1,447
Interest accrued 1,566 2,138 1,407
Amortization (2,646) (960) (3,545)
----------- ----------- -----------
Ending balance $ 17,151 $ 17,654 $ 14,923
=========== =========== ===========
</TABLE>
The following table presents the expected amortization, net of
interest accrued, of these deferred acquisition costs over the
next five years. The amortization may be adjusted based on
periodic evaluation of the expected gross profits on the
reinsured policies.
1997 $1,394
1998 995
1999 942
2000 905
2001 868
Investments: The Company's investments in fixed maturity and
equity securities are classified as available-for-sale
securities, which are carried at estimated fair value with
unrealized gains and losses included in stockholder's equity.
If a decline in value of a security is determined by management
to be other-than-temporary, the carrying value is adjusted to
the estimated fair value at the date of this determination and
recorded as net realized investment gains (losses).
For fixed maturity securities, premiums are amortized to the
earlier of the call or maturity date, discounts are accreted to
the maturity date, and interest income is accrued daily. For
equity securities, dividends are recognized on the ex-dividend
date. Realized gains and losses on the sale or maturity of the
investments are determined on the basis of identified cost.
Fixed maturity securities may contain securities which are
considered non-investment grade. The Company defines non-
investment grade fixed maturity securities as unsecured
corporate debt obligations that do not have a rating equivalent
to Standard and Poor's (or similar rating agency) BBB or higher
and are not guaranteed by an agency of the Federal government.
Mortgage loans are stated at unpaid principal balances, net of
valuation allowances. Such valuation allowances are based on
the decline in value expected to be realized on mortgage loans
that may not be collectible in full. In establishing valuation
allowances, management considers, among other things, the
estimated fair value of the underlying collateral.
The Company recognizes income from mortgage loans based on the
cash payment interest rate of the loan, which may be different
from the accrual interest rate of the loan for certain
outstanding mortgage loans. The Company will recognize a
realized gain at the date of the satisfaction of the loan at
contractual terms for loans where there is a difference between
the cash payment interest rate and the accrual interest rate.
For all loans, the Company stops accruing income when an
interest payment default either occurs or is probable.
Impairments of mortgage loans are established as valuation
allowances and recorded to net realized investment gains or
losses.
The Company has previously made commercial mortgage loans
collateralized by real estate. The return on and the ultimate
recovery of these loans are generally dependent on the
successful operation, sale or refinancing of the real estate.
The Company monitors the effects of current and expected real
estate market conditions and other factors when assessing the
collectibility of mortgage loans. When, in management's
judgment, these assets are impaired, appropriate losses are
recorded. Such estimates necessarily include assumptions, which
may include anticipated improvements in selected market
conditions for real estate, which may or may not occur. The
more significant assumptions management considers involve
estimates of the following: lease absorption and sales rates;
real estate values and rates of return; operating expenses;
required capital improvements; inflation; and sufficiency of
any collateral independent of the real estate. Management
believes that the carrying value approximates the fair value of
these investments.
Policy loans on insurance contracts are stated at unpaid
principal balances.
Income Taxes: The results of operations of the Company are
included in the consolidated Federal income tax return of
Merrill Lynch & Co. The Company has entered into a tax-sharing
agreement with Merrill Lynch & Co. whereby the Company will
calculate its current tax provision based on its operations.
Under the agreement, the Company periodically remits to Merrill
Lynch & Co. its current federal tax liability.
The Company uses the asset and liability method in providing
income taxes on all transactions that have been recognized in
the financial statements. The asset and liability method
requires that deferred taxes be adjusted to reflect the tax
rates at which future taxable amounts will be settled or
realized. The effects of tax rate changes on future deferred
tax liabilities and deferred tax assets, as well as other
changes in income tax laws, are recognized in net earnings in
the period such changes are enacted. Valuation allowances are
established when necessary to reduce deferred tax assets to the
amounts expected to be realized.
Insurance companies are generally subject to taxes on premiums
and in substantially all states are exempt from state income
taxes.
Separate Accounts: Separate Accounts are established in
conformity with New York State Insurance Law, the Company's
domiciliary state, and are generally not chargeable with
liabilities that arise from any other business of the Company.
Separate Accounts assets may be subject to general claims of
the Company only to the extent the value of such assets exceeds
Separate Accounts liabilities.
Assets and liabilities of Separate Accounts, representing net
deposits and accumulated net investment earnings less fees,
held primarily for the benefit of policyholders, are shown as
separate captions in the balance sheets.
Statements of Cash Flows: For the purpose of reporting cash
flows, cash and cash equivalents include cash on hand and on
deposit and short-term investments with original maturities of
three months or less.
Reclassifications: To facilitate comparisons with the current
year, certain amounts in the prior years have been
reclassified.
<PAGE>
NOTE 2. ESTIMATED FAIR VALUE OF FINANCIAL INSTRUMENTS
Financial instruments are carried at fair value or amounts that
approximate fair value. The carrying value of financial
instruments as of December 31 were:
<TABLE>
<CAPTION>
1996 1995
------------ ------------
<S> <C> <C>
Assets:
Fixed maturity securities (1) $ 269,103 $ 307,596
Equity securities (1) 10,859 3,534
Mortgage loans (2) 2,057 4,032
Policy loans on insurance contracts (3) 85,548 82,073
Cash and cash equivalents (4) 7,828 17,387
Separate Accounts assets (5) 591,814 544,432
------------ ------------
Total financial instruments recorded as assets $ 967,209 $ 959,054
============ ============
</TABLE>
(1) For publicly traded securities, the estimated fair value
is determined using quoted market prices. For securities
without a readily ascertainable market value, the Company
has determined an estimated fair value using a discounted
cash flow model, including provision for credit risk,
based upon the assumption that such securities will be
held to maturity. Such estimated fair values do not
necessarily represent the values for which these
securities could have been sold at the dates of the
balance sheets. At December 31, 1996 and 1995 securities
without a readily ascertainable market value, having an
amortized cost of $55,323 and $63,071, had an estimated
fair value of $57,018 and $66,367, respectively.
(2) The estimated fair value of mortgage loans approximates
the carrying value. See Note 1 for a discussion of the
Company's valuation process.
(3) The Company estimates the fair value of policy loans as
equal to the book value of the loans. Policy loans are
fully collateralized by the account value of the
associated insurance contracts, and the spread between the
policy loan interest rate and the interest rate credited
to the account value held as collateral is fixed.
(4) The estimated fair value of cash and cash equivalents
approximates the carrying value.
(5) Assets held in Separate Accounts are carried at quoted
market values.
<PAGE>
NOTE 3: INVESTMENTS
The amortized cost and estimated fair value of investments in
fixed maturity and equity securities as of December 31 were:
<TABLE>
<CAPTION>
1996
---------------------------------------------------------------------
Cost / Gross Gross Estimated
Amortized Unrealized Unrealized Fair
Cost Gains Losses Value
------------ ----------- ----------- -----------
<S> <C> <C> <C> <C>
Fixed maturity securities:
Corporate debt securities $ 212,290 $ 4,743 $ 556 $ 216,477
Mortgage-backed securities 46,204 827 383 46,648
U.S. government and agencies 830 230 - 1,060
Foreign governments 5,017 10 109 4,918
------------ ----------- ----------- -----------
Total fixed maturity securities $ 264,341 $ 5,810 $ 1,048 $ 269,103
============ =========== =========== ===========
Equity securities:
Non-redeemable preferred stocks $ 7,237 $ 2,429 $ 38 $ 9,628
Common stocks 1,738 260 767 1,231
------------ ----------- ----------- -----------
Total equity securities $ 8,975 $ 2,689 $ 805 $ 10,859
============ =========== =========== ===========
1995
---------------------------------------------------------------------
Cost / Gross Gross Estimated
Amortized Unrealized Unrealized Fair
Cost Gains Losses Value
------------ ----------- ----------- -----------
Fixed maturity securities:
Corporate debt securities $ 225,859 $ 10,251 $ 493 $ 235,617
Mortgage-backed securities 64,347 2,126 75 66,398
U.S. government and agencies 5,197 384 - 5,581
------------ ----------- ----------- -----------
Total fixed maturity securities $ 295,403 $ 12,761 $ 568 $ 307,596
============ =========== =========== ===========
Equity securities:
Non-redeemable preferred stocks $ 1,251 $ 1,149 $ - $ 2,400
Common stocks 1,766 135 767 1,134
------------ ----------- ----------- -----------
Total equity securities $ 3,017 $ 1,284 $ 767 $ 3,534
============ =========== =========== ===========
</TABLE>
<PAGE>
The amortized cost and estimated fair value of fixed maturity
securities at December 31, 1996 by contractual maturity were:
<TABLE>
<CAPTION>
Estimated
Amortized Fair
Cost Value
----------- -----------
<S> <C> <C>
Fixed maturity securities:
Due in one year or less $ 36,508 $ 36,550
Due after one year through five years 125,060 128,214
Due after five years through ten years 45,087 46,196
Due after ten years 11,482 11,495
----------- -----------
218,137 222,455
Mortgage-backed securities 46,204 46,648
----------- -----------
Total fixed maturity securities $ 264,341 $ 269,103
=========== ===========
</TABLE>
Fixed maturity securities not due at a single maturity date
have been included in the preceding table in the year of final
maturity. Expected maturities may differ from contractual
maturities because borrowers may have the right to call or
prepay obligations with or without call or prepayment
penalties.
The amortized cost and estimated fair value of fixed maturity
securities at December 31, 1996 by rating agency equivalent
were:
<TABLE>
<CAPTION>
Estimated
Amortized Fair
Cost Value
----------- -----------
<S> <C> <C>
AAA $ 61,677 $ 62,377
AA 19,178 19,791
A 64,297 65,091
BBB 107,256 109,782
Non-investment grade 11,933 12,062
----------- -----------
Total fixed maturity securities $ 264,341 $ 269,103
=========== ===========
</TABLE>
<PAGE>
The Company has recorded certain adjustments to deferred policy
acquisition costs and policyholders' account balances in
conjunction with investments classified as available-for-sale.
The Company adjusts those assets and liabilities as if the
unrealized investment gains or losses from securities
classified as available-for-sale had actually been realized,
with corresponding credits or charges reported directly to
shareholder's equity. The following reconciles the net
unrealized investment gain on investment securities classified
as available-for-sale as of December 31:
<TABLE>
<CAPTION>
1996 1995
----------- -----------
<S> <C> <C>
Assets:
Fixed maturity securities $ 4,762 $ 12,193
Equity securities 1,884 517
----------- -----------
6,646 12,710
----------- -----------
Liabilities:
Policyholders' account balances 4,962 10,342
Federal income taxes - deferred 589 829
----------- -----------
5,551 11,171
----------- -----------
Stockholder's equity:
Net unrealized investment gain on investment securities $ 1,095 $ 1,539
=========== ===========
</TABLE>
Proceeds and gross realized investment gains and losses from
the sale of available-for-sale securities for the years ended
December 31 were:
<TABLE>
<CAPTION>
1996 1995 1994
----------- ----------- -----------
<S> <C> <C> <C>
Proceeds $ 155,645 $ 68,736 $ 128,183
Gross realized investment gains 2,677 1,709 11,725
Gross realized investment losses 508 1,640 13,255
</TABLE>
The Company owned investment securities of $1,060 and $1,130
that were deposited with insurance regulatory authorities at
December 31, 1996 and 1995, respectively.
The Company's investment in mortgage loans are principally
collateralized by commercial real estate and are located in
California.
The Company had no impaired mortgage loans on real estate as of
December 31, 1996 and 1995.
<PAGE>
Additional information on impaired loans for the years ended
December 31 follows:
<TABLE>
<CAPTION>
1996 1995 1994
----------- ----------- -----------
<S> <C> <C> <C>
Average investment in impaired loans $ - $ 3,650 $ 5,475
Investment income recognized (cash basis) - 233 275
</TABLE>
Net investment income arose from the following sources for the
years ended December 31:
<TABLE>
<CAPTION>
1996 1995 1994
----------- ----------- -----------
<S> <C> <C> <C>
Fixed maturity securities $ 22,153 $ 25,046 $ 28,255
Equity securities 183 - -
Mortgage loans 388 686 975
Policy loans on insurance contracts 4,133 3,903 3,680
Cash and cash equivalents 1,559 1,103 659
----------- ----------- -----------
Gross investment income 28,416 30,738 33,569
Less investment expenses (896) (919) (890)
----------- ----------- -----------
Net investment income $ 27,520 $ 29,819 $ 32,679
=========== =========== ===========
</TABLE>
Net realized investment gains (losses), including changes in
valuation allowances, for the years ended December 31:
<TABLE>
<CAPTION>
1996 1995 1994
----------- ----------- -----------
<S> <C> <C> <C>
Fixed maturity securities $ 657 $ 985 $ (1,767)
Equity securities 1,512 (916) 237
Mortgage loans - (334) (688)
----------- ----------- -----------
Net realized investment gains (losses) $ 2,169 $ (265) $ (2,218)
=========== =========== ===========
</TABLE>
The following is a reconciliation of the change in valuation
allowances which have been recorded to reflect other-than-
temporary declines in estimated fair value of mortgage loans
for the years ended December 31, 1995 and 1994. During 1996,
there were no valuation allowances recorded:
<TABLE>
<CAPTION>
Balance at Additions Balance at
Beginning Charged to Write - End
of Year Operations Downs of Year
------------ ------------ ---------- -----------
<S> <C> <C> <C> <C>
1995 $ 1,536 $ - $ 1,536 $ -
1994 848 688 - 1,536
</TABLE>
<PAGE>
The Company held no investments at December 31, 1996 which have
been non-income producing for the preceding twelve months.
NOTE 4: FEDERAL INCOME TAXES
The following is a reconciliation of the provision for income
taxes based on earnings before federal income taxes, computed
using the Federal statutory tax rate, with the provision for
income taxes for the years ended December 31:
<TABLE>
<CAPTION>
1996 1995 1994
----------- ----------- -----------
<S> <C> <C> <C>
Provision for income taxes computed at Federal statutory rate $ 4,833 $ 5,334 $ 2,552
State corporate income taxes (10) (91) -
Decrease in income taxes resulting from:
Dividend received deduction (235) (31) (670)
Other 2 (34) (64)
----------- ----------- -----------
Federal income tax provision $ 4,590 $ 5,178 $ 1,818
=========== =========== ===========
</TABLE>
The Federal statutory rate for each of the three years in the
period ended December 31, 1996 was 35%.
The Company provides for deferred income taxes resulting from
temporary differences that arise from recording certain
transactions in different years for income tax reporting
purposes than for financial reporting purposes. The sources of
these differences and the tax effect of each are as follows:
<TABLE>
<CAPTION>
1996 1995 1994
----------- ----------- -----------
<S> <C> <C> <C>
Deferred policy acquisition costs $ (259) $ 1,239 $ 887
Policyholders' account balances 4,053 738 833
Liability for guaranty fund assessments 50 - -
Investment adjustments 642 1,445 1,117
Other 2 64 (806)
----------- ----------- -----------
Deferred Federal income tax provision $ 4,488 $ 3,486 $ 2,031
=========== =========== ===========
</TABLE>
<PAGE>
Deferred tax assets and liabilities as of December 31 are
determined as follows:
<TABLE>
<CAPTION>
1996 1995
----------- -----------
<S> <C> <C>
Deferred tax assets:
Policyholders' account balances $ 4,224 $ 8,277
Investment adjustments 1,939 2,581
Other - 2
----------- -----------
Total deferred tax assets 6,163 10,860
----------- -----------
Deferred tax liabilities:
Deferred policy acquisition costs 6,150 6,409
Liability for guaranty fund assessments 50 -
Net unrealized investment gain 589 829
----------- -----------
Total deferred tax liabilities 6,789 7,238
----------- -----------
Net deferred tax asset (liability) $ (626) $ 3,622
=========== ===========
</TABLE>
The Company anticipates that all deferred tax assets will be
realized, therefore no valuation allowance has been provided.
<PAGE>
NOTE 5: RELATED PARTY TRANSACTIONS
The Company and MLIG are parties to a service agreement whereby
MLIG has agreed to provide certain accounting, data processing,
legal, actuarial, management, advertising and other services to
the Company. Expenses incurred by MLIG in relation to this
service agreement are reimbursed by the Company on an allocated
cost basis. Charges billed to the Company by MLIG pursuant to
the agreement were $4,258, $3,968 and $3,673 for 1996, 1995 and
1994 respectively. The Company is allocated interest expense on
its accounts payable to MLIG which approximates the daily
Federal funds rate. Total intercompany interest paid was $74,
$88 and $50 for 1996, 1995 and 1994, respectively.
The Company and Merrill Lynch Asset Management, L.P. ("MLAM")
are parties to a service agreement whereby MLAM has agreed to
provide certain invested asset management services to the
Company. The Company pays a fee to MLAM for these services
through the MLIG service agreement. Charges attributable to
this agreement and allocated to the Company by MLIG were $186,
$206 and $203 for 1996, 1995 and 1994, respectively.
The Company has a general agency agreement with Merrill Lynch
Life Agency Inc. ("MLLA") whereby registered representatives of
MLPF&S, who are the Company's licensed insurance agents,
solicit applications for contracts to be issued by the Company.
MLLA is paid commissions for the contracts sold by such agents.
Commissions paid to MLLA were $1,334, $2,424 and $5,329 for
1996, 1995 and 1994, respectively. Substantially all of these
commissions were capitalized as deferred policy acquisition
costs and are being amortized in accordance with the policy
discussed in Note 1.
In connection with the acquisition of a block of variable life
insurance business from Monarch Life Insurance Company
("Monarch Life"), the Company borrowed funds from Merrill Lynch
& Co. to partially finance the transaction. As of December 31,
1996 and 1995, the outstanding balance of these loans was
$3,075. Repayments made on these loans during 1996, 1995, and
1994 were $0, $1,261 and $1,214, respectively. Interest was
calculated on these loans at LIBOR plus 150 basis points.
Intercompany interest paid on these loans during 1996, 1995 and
1994 was $366, $359 and $302, respectively.
NOTE 6: STOCKHOLDER'S EQUITY AND STATUTORY REGULATIONS
At December 31, 1996 and 1995, $41,214 and $58,790,
respectively, of stockholder's equity was available for
distribution to MLIG. Notice of intention to declare a dividend
must be filed with the New York Superintendent of Insurance who
may disallow the payment. During 1996, the Company paid a
$35,000 dividend to MLIG. No dividends were declared or paid
during 1995 and 1994. Statutory capital and surplus at December
31, 1996 and 1995, was $52,895 and $72,113, respectively.
Applicable insurance department regulations require that the
Company report its accounts in accordance with statutory
accounting practices. Statutory accounting practices primarily
differ from the principals utilized in theses financial
statements by charging policy acquisition costs to expense as
incurred, establishing future policy benefit reserves using
different actuarial assumptions, not providing for deferred
income taxes and valuing securities on a different basis. The
Company's statutory net income for 1996, 1995 and 1994 was
$12,884, $3,080 and $3,816, respectively.
The National Association of Insurance Commissioners ("NAIC")
utilized the Risk Based Capital ("RBC") adequacy monitoring
system. The RBC calculates the amount of adjusted capital which
a life insurance company should have based upon that company's
risk profile. As of December 31, 1996, and 1995, based on the
RBC formula, the Company's total adjusted capital level was
626% and 709%, respectively, of the minimum amount of capital
required to avoid regulatory action.
NOTE 7: COMMITMENTS AND CONTINGENCIES
State insurance laws generally require that all life insurers
who are licensed to transact business within a state become
members of the state's life insurance guaranty association.
These associations have been established for the protection of
policyholders from loss (within specified limits) as a result
of the insolvency of an insurer. At the time an insolvency
occurs, the guaranty association assesses the remaining members
of the association an amount sufficient to satisfy the
insolvent insurer's policyholder obligations (within specified
limits). Based upon the public information available at this
time, management believes the Company has no material financial
obligations to state guaranty associations.
In the normal course of business, the Company is subject to
various claims and assessments. Management believes the
settlement of these matters would not have a material effect on
the financial position or results of operations of the Company.
* * * * * *
<PAGE>
ITEM 24. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements
(1) Financial Statements of ML of New York Variable Annuity Separate
Account A as of December 31, 1996 and for the two years ended
December 31, 1996 and the Notes relating thereto appear in the
Statement of Additional Information (Part B of the Registration
Statement).
(2) Financial Statements of ML of New York Variable Annuity Separate
Account B as of December 31, 1996 and for the two years ended
December 31, 1996 and the Notes relating thereto appear in the
Statement of Additional Information (Part B of the Registration
Statement).
(3) Financial Statements of ML Life Insurance Company of New York for the
three years ended December 31, 1996 and the Notes relating thereto
appear in the Statement of Additional Information (Part B of the
Registration Statement).
(b) Exhibits
(1) Resolution of the Board of Directors of ML Life Insurance Company of
New York establishing the ML of New York Variable Annuity Separate
Account A and ML of New York Variable Annuity Separate Account B
(Incorporated by Reference to Post-Effective Amendment No. 10 to
Form N-4, Registration No. 33-43654 Filed December 9, 1996).
(2) Not Applicable
(3) Underwriting Agreement Between ML Life Insurance Company of New York
and Merrill Lynch, Pierce, Fenner & Smith Incorporated
(Incorporated by Reference to Post-Effective Amendment No. 10 to
Form N-4, Registration No. 33-43654 Filed December 9, 1996).
(4)(a) Individual Variable Annuity Contract issued by ML Life Insurance
Company of New York (Incorporated by Reference to Post-Effective
Amendment No. 10 to Form N-4, Registration No. 33-43654 Filed
December 9, 1996).
(b) ML Life Insurance Company of New York Contingent Deferred Sales
Charge Waiver Endorsement (Incorporated by Reference to Post-
Effective Amendment No. 10 to Form N-4, Registration No. 33-43654
Filed December 9, 1996).
(c) ML Life Insurance Company of New York Individual Retirement Annuity
Endorsement (Incorporated by Reference to Post-Effective Amendment
No. 10 to Form N-4, Registration No. 33-43654 Filed December 9,
1996).
(d) ML Life Insurance Company of New York Endorsement (MLNY008)
(Incorporated by Reference to Registrant's Post-Effective
Amendment No. 7 to Form N-4, Registration No. 33-45380 Filed April
26, 1995).
(e) ML Life Insurance Company of New York Endorsement. (MLNY011)
(Incorporated by Reference to Registrant's Post-Effective
Amendment No. 7 to Form N-4, Registration No. 33-45380 Filed April
26, 1995).
(f) ML Life Insurance Company of New York Individual Variable Annuity
Contract (MLNY-VA-001NY1) (Incorporated by Reference to
Registrant's Post-Effective Amendment No. 7 to Form N-4,
Registration No. 33-45380 Filed April 26, 1995).
(g) ML Life Insurance Company of New York Endorsement (MLNY013)
(Incorporated by Reference to Post-Effective Amendment No. 10 to
Form N-4, Registration No. 33-43654 Filed December 9, 1996).
(h) ML Life Insurance Company of New York Endorsement (MLNY014)
(Incorporated by Reference to Post-Effective Amendment No. 10 to
Form N-4, Registration No. 33-43654 Filed December 9, 1996).
(5)(a) ML Life Insurance Company of New York Variable Annuity Application
(Incorporated by Reference to Post-Effective Amendment No. 10 to
Form N-4, Registration No. 33-43654 Filed December 9, 1996).
(b) ML Life Insurance Company of New York Variable Annuity Application
(MLNY010) (Incorporated by Reference to Registrant's Post-
Effective Amendment No. 7 to Form N-4, Registration No. 33-45380
Filed April 26, 1995).
C-1
<PAGE>
(6)(a)(i)Certificate of Amendment and Restatement of Charter of Royal
Tandem Life Insurance Company (Incorporated by Reference to Post-
Effective Amendment No. 10 to Form N-4, Registration No. 33-43654
Filed December 9, 1996).
(6)(a)(ii)Certificate of Amendment of the Charter of ML Life Insurance
Company of New York (Incorporated by Reference to Post-Effective
Amendment No. 10 to Form N-4, Registration No. 33-43654 Filed
December 9, 1996).
(b)By-Laws of ML Life Insurance Company of New York. (Incorporated by
Reference to Post-Effective Amendment No. 10 to Form N-4,
Registration No. 33-43654 filed December 9, 1996).
(7) Not Applicable
(8)(a)Amended General Agency Agreement (Incorporated by Reference to
Registrant's Post-Effective Amendment No. 4 to Form N-4,
Registration No. 33-45380 Filed April 28, 1994).
(b)Indemnity Agreement Between ML Life Insurance Company of New York and
Merrill Lynch Life Agency, Inc. (Incorporated by Reference to
Post-Effective Amendment No. 10 to Form N-4, Registration No. 33-
43654 Filed December 9, 1996).
(c)Management Agreement Between ML Life Insurance Company of New York
and Merrill Lynch Asset Management, Inc. (Incorporated by
Reference to Post-Effective Amendment No. 10 to Form N-4,
Registration No. 33-43654 Filed December 9, 1996).
(d)Agreement Between ML Life Insurance Company of New York and Merrill
Lynch Variable Series Funds, Inc. Relating to Maintaining Constant
Net Asset Value for the Reserve Assets Fund (Incorporated by
Reference to Post-Effective Amendment No. 10 to Form N-4,
Registration No. 33-43654 Filed December 9, 1996).
(e)Agreement Between ML Life Insurance Company of New York and Merrill
Lynch Variable Series Funds, Inc. Relating to Maintaining Constant
Net Asset Value for the Domestic Money Market Fund (Incorporated
by Reference to Post-Effective Amendment No. 10 to Form N-4,
Registration No. 33-43654 Filed December 9, 1996).
(f)Agreement Between ML Life Insurance Company of New York and Merrill
Lynch Variable Series Funds, Inc. Relating to Valuation and
Purchase Procedures (Incorporated by Reference to Post-Effective
Amendment No. 10 to Form N-4, Registration No. 33-43654 Filed
December 9, 1996).
(g)Service Agreement Between Tandem Financial Group, Inc. and Royal
Tandem Life Insurance Company (Incorporated by Reference to Post-
Effective Amendment No. 10 to Form N-4, Registration No. 33-43654
Filed December 9, 1996).
(h)Reimbursement Agreement Between Merrill Lynch Asset Management, Inc.
and Merrill Lynch Life Agency (Incorporated by Reference to Post-
Effective Amendment No. 10 to Form N-4, Registration No. 33-43654
Filed December 9, 1996).
(i)Form of Participation Agreement Between Merrill Lynch Variable Series
Funds, Inc., Merrill Lynch Life Insurance Company, ML Life
Insurance Company of New York, and Family Life Insurance Company
(Incorporated by Reference to Registrant's Post-Effective
Amendment No. 5 to Form N-4, Registration No. 33-45380 Filed as
exhibit (8)(h) on April 28, 1994).
(j)Form of Participation Agreement Between Merrill Lynch Variable Series
Funds, Inc. and ML Life Insurance Company of New York.
(Incorporated by Reference to Post-Effective Amendment No. 10 to
Form N-4, Registration No. 33-43654 Filed December 9, 1996).
(9)Opinion of Barry G. Skolnick, Esq. and Consent to its use as to the
legality of the securities being registered. (Incorporated by
Reference to Registrant's Post-Effective Amendment No. 10 to Form
N-4, Registration No. 33-43654 Filed December 9, 1996.)
(10)(a)Written Consent of Sutherland, Asbill & Brennan, L.L.P.
(b)Written Consent of Deloitte & Touche LLP, independent auditors.
(c)Written Consent of Barry G. Skolnick, Esq.
(11) Not Applicable
(12) Not Applicable
C-2
<PAGE>
(13)Schedule for Computation of Performance Quotations (Incorporated by
Reference to Post-Effective Amendment No. 10 to Form N-4,
Registration No. 33-43654 Filed December 9, 1996).
(14)(a)Power of Attorney from Frederick J.C. Butler (Incorporated by
Reference to Registrant's Post-Effective Amendment No. 4 to Form
N-4, Registration No. 33-45380 Filed March 2, 1994).
(b)Power of Attorney from Michael P. Cogswell (Incorporated by Reference
to Registrant's Post-Effective Amendment No. 4 to Form N-4,
Registration No. 33-45380 Filed March 2, 1994).
(c)Power of Attorney from Sandra K. Cox (Incorporated by Reference to
Registrant's Post-Effective Amendment No. 4 to Form N-4,
Registration No. 33-45380 Filed March 2, 1994).
(d)Power of Attorney from Joseph E. Crowne, Jr. (Incorporated by
Reference to Registrant's Post-Effective Amendment No. 4 to Form
N-4, Registration No. 33-45380 Filed March 2, 1994).
(e)Power of Attorney from David M. Dunford (Incorporated by Reference to
Registrant's Post-Effective Amendment No. 4 to Form N-4,
Registration No. 33-45380 Filed March 2, 1994).
(f)Power of Attorney from John C.R. Hele (Incorporated by Reference to
Registrant's Post-Effective Amendment No. 4 to Form N-4,
Registration No. 33-45380 Filed March 2, 1994).
(g)Power of Attorney from Robert L. Israeloff (Incorporated by Reference
to Registrant's Post-Effective Amendment No. 4 to Form N-4,
Registration No. 33-45380 Filed March 2, 1994).
(h)Power of Attorney from Allen N. Jones (Incorporated by Reference to
Post-Effective Amendment No. 11 to Form N-4, Registration No. 33-
43654 Filed April 23, 1997).
(i)Power of Attorney from Cynthia L. Kahn (Incorporated by Reference to
Registrant's Post-Effective Amendment No. 4 to Form N-4,
Registration No. 33-45380 Filed March 2, 1994).
(j)Power of Attorney from Robert A. King (Incorporated by Reference to
Registrant's Post-Effective Amendment No. 4 to Form N-4,
Registration No. 33-45380 Filed March 2, 1994).
(k)Power of Attorney from Irving M. Pollack (Incorporated by Reference
to Registrant's Post-Effective Amendment No. 4 to Form N-4,
Registration No. 33-45380 Filed March 2, 1994).
(l)Power of Attorney from Barry G. Skolnick (Incorporated by Reference
to Registrant's Post-Effective Amendment No. 4 to Form N-4,
Registration No. 33-45380 Filed March 2, 1994).
(m)Power of Attorney from William A. Wilde (Incorporated by Reference to
Registrant's Post-Effective Amendment No. 4 to Form N-4,
Registration No. 33-45380 Filed March 2, 1994).
(n)Power of Attorney from Anthony J. Vespa (Incorporated by Reference to
Registrant's Post-Effective Amendment No. 4 to Form N-4,
Registration No. 33-45380 Filed March 2, 1994).
(o)Power of Attorney from Francis X. Ervin, Jr. (Incorporated by
Reference to Registrant's Post-Effective Amendment No. 8 to Form
N-4, Registration No. 33-45380 Filed April 25, 1996).
(p)Power of Attorney from Gail R. Farkas (Incorporated by Reference to
Registrant's Post-Effective Amendment No. 8 to Form N-4,
Registration No. 33-45380 Filed April 25, 1996).
ITEM 25. DIRECTORS AND OFFICERS OF THE DEPOSITOR*
<TABLE>
<CAPTION>
NAME PRINCIPAL BUSINESS ADDRESS POSITION WITH DEPOSITOR*
- --------------------- ---------------------------- ---------------------------
<S> <C> <C>
Frederick J.C. Butler Butler, Chapman & Co., Inc. Director.
609 Fifth Avenue
New York, NY 10017
Michael P. Cogswell 800 Scudders Mill Road Director, Vice President and
Plainsboro, NJ 08536 Senior Counsel.
</TABLE>
C-3
<PAGE>
<TABLE>
<CAPTION>
NAME PRINCIPAL BUSINESS ADDRESS POSITION WITH DEPOSITOR*
- ---------------------- ---------------------------- ------------------------------------
<S> <C> <C>
Joseph E. Crowne, Jr. 800 Scudders Mill Road Director, Senior Vice President,
Plainsboro, NJ 08536 Chief Financial Officer, Chief
Actuary and Treasurer.
David M. Dunford 800 Scudders Mill Road Director, Senior Vice President and
Plainsboro, NJ 08536 Chief Investment Officer.
Gail R. Farkas 800 Scudders Mill Road Director and Senior Vice President.
Plainsboro, NJ 08536
Robert L. Israeloff Israeloff, Trattner & Co. Director.
11 Sunrise Plaza
Valley Stream, NY 11580-6169
Allen N. Jones Individual Financial Director.
Services WFC North Tower,
18th Flr
New York, NY 10281-1212
Cynthia L. Kahn Rogers & Wells Director.
200 Park Avenue
New York, NY 10166
Robert A. King 119 Formby Director.
Williamsburg, VA 23188
Irving M. Pollack 11400 Strand Drive Director.
Suite 310
Rockville, MD 20852-2970
Barry G. Skolnick 800 Scudders Mill Road Director, Senior Vice President,
Plainsboro, NJ 08536 General Counsel and Secretary.
Anthony J. Vespa 800 Scudders Mill Road Director, Chairman of the Board,
Plainsboro, NJ 08536 Chief Executive Officer and
President.
William A. Wilde, III 800 Scudders Mill Road Director.
Plainsboro, NJ 08536
Deborah J. Adler 800 Scudders Mill Road Vice President and Actuary.
Plainsboro, NJ 08536
Robert J. Boucher 1414 Main Street Senior Vice President, Variable Life
Springfield, MA 01102 Administration.
Charles J. Cavanaugh 800 Scudders Mill Road Vice President.
Plainsboro, NJ 08536
Edward W. Diffin, Jr. 800 Scudders Mill Road Vice President and Senior Counsel.
Plainsboro, NJ 08536
Eileen Dyson 4804 Deer Lake Drive East Vice President and Assistant
Jacksonville, FL 32246 Secretary.
Diana Joyner 1414 Main Street Vice President.
Springfield, MA 01102
Peter P. Massa 800 Scudders Mill Road Vice President.
Plainsboro, NJ 08536
Kelly A. O'Dea 800 Scudders Mill Road Vice President and Director of
Plainsboro, NJ 08536 Compliance.
Shelley K. Parker 1414 Main Street Vice President and Assistant
Springfield, MA 01102 Secretary.
Julia Raven 800 Scudders Mill Road Vice President.
Plainsboro, NJ 08536
Lori M. Salvo 800 Scudders Mill Road Vice President and Senior Counsel.
Plainsboro, NJ 08536
John A. Shea 800 Scudders Mill Road Vice President.
Plainsboro, NJ 08536
Frederick H. Steele 800 Scudders Mill Road Vice President.
Plainsboro, NJ 08536
Tracy A. Bartoy 4804 Deer Lake Drive East Vice President and Assistant
Jacksonville, FL 32246 Secretary.
Pearse McCormack 100 Church Street Vice President, Administrative
11th Floor Manager and Assistant Secretary.
New York, NY 10080-6511
Robert J. Viamari 1414 Main Street Vice President and Assistant
Springfield, MA 01102 Secretary.
Denis G. Wuestman 800 Scudders Mill Road Vice President.
Plainsboro, NJ 08536
Matthew J. Rider 800 Scudders Mill Road Vice President.
Plainsboro, NJ 08536
Donald C. Stevens, III 800 Scudders Mill Road Vice President and Controller.
Plainsboro, NJ 08536
Amy S. Winston 800 Scudders Mill Road Vice President and Senior
Plainsboro, NJ 08536 Compliance Officer.
</TABLE>
- ---------------------
* Each director is elected to serve until the next annual shareholder meeting
or until his or her successor is elected and shall have qualified.
C-4
<PAGE>
ITEM 26. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH THE DEPOSITOR OR
REGISTRANT
ML Life Insurance Company of New York is an indirect wholly-owned subsidiary
of Merrill Lynch & Co., Inc.
A list of subsidiaries of Merrill Lynch & Co., Inc. appears below.
SUBSIDIARIES OF THE REGISTRANT
The following are subsidiaries of ML & Co. as of March 21, 1997 and the
states or jurisdictions in which they are organized. Except as otherwise
specified, in each case ML & Co. owns, directly or indirectly, at least 99% of
the voting securities of each subsidiary. The names of certain subsidiaries
have been omitted because, considered in the aggregate as a single subsidiary,
they would not constitute, as of the end of the year covered by this report, a
"significant subsidiary" as that term is defined in Rule 1.02(v) of Regulation
S-X, under the Securities Exchange Act of 1934.
<TABLE>
<CAPTION>
STATE OF
NAME JURISDICTION OF ENTITY
- ---- ----------------------
<S> <C>
Merrill Lynch & Co., Inc. ............................... Delaware
Merrill Lynch, Pierce, Fenner & Smith Incorporated(1).... Delaware
Broadcort Capital Corp. ................................. Delaware
Merrill Lynch & Co., Canada Ltd. ........................ Ontario
Merrill Lynch Canada Inc. ............................... Nova Scotia
Merrill Lynch Life Agency Inc.(2)........................ Washington
Merrill Lynch Professional Clearing Corp.(3)............. Delaware
Merrill Lynch Bank & Trust Co. .......................... New Jersey
Merrill Lynch Capital Services, Inc. .................... Delaware
Merrill Lynch Government Securities Inc. ................ Delaware
Merrill Lynch Money Markets Inc. ........................ Delaware
Merrill Lynch Group, Inc.(4)............................. Delaware
Merrill Lynch Capital Partners, Inc. .................... Delaware
Merrill Lynch Futures Inc. .............................. Delaware
Merrill Lynch Group Holdings Limited..................... Ireland
Merrill Lynch Capital Markets Bank Limited............... Ireland
Merrill Lynch Insurance Group, Inc. ..................... Delaware
Merrill Lynch Life Insurance Company..................... Arkansas
ML Life Insurance Company of New York.................... New York
Merrill Lynch International Finance Corporation.......... New York
Merrill Lynch International Bank Limited................. England
Merrill Lynch Bank (Suisse) S.A. ........................ Switzerland
Merrill Lynch Mortgage Capital Inc. ..................... Delaware
Merrill Lynch National Financial......................... Utah
Merrill Lynch Trust Company(5)........................... New Jersey
Merrill Lynch Business Financial Services Inc. .......... Delaware
Merrill Lynch Credit Corporation......................... Delaware
Merrill Lynch Investment Partners Inc. .................. Delaware
MLDP Holdings, Inc.(6)................................... Delaware
Merrill Lynch Derivative Products AG..................... Switzerland
Merrill Lynch & Co., Inc.--ML IBK Positions Inc.(7)...... Delaware
Merrill Lynch Capital Corporation........................ Delaware
ML Leasing Equipment Corp.(8)............................ Delaware
Princeton Services, Inc.(9).............................. Delaware
Merrill Lynch International Incorporated................. Delaware
Merrill Lynch International (Australia) Limited.......... New South Wales
Merrill Lynch International Bank......................... United States
Merrill Lynch International Holdings Inc. ............... Delaware
Merrill Lynch Bank (Austria) Aktiengesellschaft A.G. .... Austria
</TABLE>
C-5
<PAGE>
<TABLE>
<CAPTION>
STATE OF
NAME JURISDICTION OF ENTITY
- ---- ----------------------
<S> <C>
Merrill Lynch Bank and Trust Company (Cayman) Limited... Cayman Islands,
British West Indies
Merrill Lynch International & Co.(10)................... Netherlands Antilles
Merrill Lynch Capital Markets A.G. ..................... Switzerland
Merrill Lynch Europe PLC................................ England
Merrill Lynch International............................. England
Merrill Lynch Capital Markets PLC....................... England
Merrill Lynch, Pierce, Fenner & Smith (Brokers & Deal- England
ers) Limited...........................................
Merrill Lynch Trust Company (Jersey) Limited............ Jersey,
Channel Islands
Merrill Lynch Europe Ltd. .............................. Cayman Islands,
British West Indies
Merrill Lynch Holding GmbH.............................. Germany
Merrill Lynch GmbH...................................... Germany
Merrill Lynch France.................................... France
Merrill Lynch Capital Markets (France) S.A. ............ France
Merrill Lynch Far East Limited.......................... Hong Kong
Merrill Lynch Japan Incorporated........................ Delaware
</TABLE>
- --------
(1) MLPF&S also conducts business as "Merrill Lynch & Co."
(2) Similarly named affiliates and subsidiaries that engage in the sale of
life insurance and annuity products are incorporated in various other
jurisdictions.
(3) The preferred stock of the corporation is owned by an unaffiliated group
of investors.
(4) Similarly named affiliates and subsidiaries that provide trust and
custodial services are incorporated in various other jurisdictions.
(5) Merrill Lynch Group, Inc. owns 100% of this corporation's outstanding
common voting stock. 100% of the outstanding preferred voting stock is
held by outside parties. The board of directors consists of 12 members, 10
of whom are Merrill Lynch employees and 2 of whom represents outside
parties.
(6) This company has 7 subsidiaries holding or having a direct or indirect
interest in specific investments on its behalf.
(7) This corporation has more than 45 direct or indirect subsidiaries
operating in the United States and serving as either general partners or
associate general partners of limited partnerships.
(8) This corporation is the general partner of Merrill Lynch Asset Management,
LP and Fund Asset Management, LP (whose limited partner in both cases is
ML & Co.).
(9) This corporation is the general partner of Merrill Lynch Asset Management,
LP and Fund Asset Management, LP (whose limited partner in both cases is
ML & Co.).
(10) A partnership among subsidiaries of ML & Co.
ITEM 27. NUMBER OF CONTRACTS
The number of contracts in force as of March 21, 1997 was 5,005.
ITEM 28. INDEMNIFICATION
There is no indemnification of the principal underwriter, Merrill Lynch,
Pierce, Fenner & Smith Incorporated, with respect to the Contract.
The indemnity agreement between ML Life Insurance Company of New York ("ML
of New York") and its affiliate Merrill Lynch Life Agency, Inc. ("MLLA"), with
respect to MLLA's general agency responsibilities on behalf of ML of New York
and the Contract, provides:
ML of New York will indemnify and hold harmless MLLA and all persons as-
sociated with MLLA as such term is defined in Section 3(a)(21) of the Secu-
rities Exchange Act of 1934 against all claims, losses, liabilities and ex-
penses, to include reasonable attorneys' fees, aris-
C-6
<PAGE>
ing out of the sale by MLLA of insurance products under the above-refer-
enced Agreement, provided that ML of New York shall not be bound to indem-
nify or hold harmless MLLA or its associated persons for claims, losses,
liabilities and expenses arising directly out of the willful misconduct or
negligence of MLLA or its associated persons.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Regis-
trant in the successful defense of any action, suit or proceeding) is asserted
by such director, officer or controlling person in connection with the securi-
ties being registered, the Registrant will, unless in the opinion of its coun-
sel the matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Act and will be governed by the fi-
nal adjudication of such issue.
ITEM 29. PRINCIPAL UNDERWRITERS
(a)Merrill Lynch, Pierce, Fenner & Smith Incorporated also acts as principal
underwriter for the following additional funds: CBA Money Fund; CMA Government
Securities Fund; CMA Money Fund; CMA Tax-Exempt Fund; CMA Treasury Fund; CMA
Multi-State Municipal Series Trust; Corporate Income Fund; The Corporate Fund
Accumulation Program, Inc.; Equity Income Fund; The Fund of Stripped ("Zero")
U.S. Treasury Securities; The GNMA Investment Accumulation Program; Government
Securities Income Fund; International Bond Fund; The Merrill Lynch Fund of
Stripped ("Zero") U.S. Treasury Securities; Merrill Lynch Trust for Government
Securities; Municipal Income Fund; and Municipal Investment Trust Fund; and
The Municipal Fund Accumulation Program, Inc.
Merrill Lynch, Pierce, Fenner & Smith Incorporated also acts as principal
underwriter for the following additional accounts: ML of New York Variable An-
nuity Separate Account A; Merrill Lynch Life Variable Life Separate Account;
Merrill Lynch Life Variable Life Separate Account II; Merrill Lynch Life Vari-
able Annuity Separate Account; Merrill Lynch Life Variable Annuity Separate
Account A; Merrill Lynch Life Variable Annuity Separate Account B; ML of New
York Variable Life Separate Account; ML of New York Variable Life Separate Ac-
count II and ML of New York Variable Annuity Separate Account.
C-7
<PAGE>
(b)The directors, president, treasurer and executive vice presidents of Mer-
rill Lynch, Pierce, Fenner & Smith Incorporated are as follows:
<TABLE>
<CAPTION>
NAME AND PRINCIPAL
BUSINESS ADDRESS POSITIONS AND OFFICES WITH UNDERWRITER
------------------------- --------------------------------------
<S> <C>
Herbert M. Allison, Jr.* Director and Executive Vice
President
Barry S. Friedberg* Executive Vice President
Edward L. Goldberg* Executive Vice President
Stephen L. Hammerman* Director and Chairman
Jerome P. Kenney* Executive Vice President
David H. Komansky* Director, President and Chief
Executive Officer
Theresa Lang* Senior Vice President and Treasurer
Daniel T. Napoli* Senior Vice President
Thomas H. Patrick* Executive Vice President
George A. Schieren General Counsel
Winthrop H. Smith, Jr.* Executive Vice President
John L. Steffens* Director and Executive Vice
President
Daniel P. Tully* Director
Roger M. Vasey* Executive Vice President
</TABLE>
- ---------------------
*World Financial Center, 250 Vesey Street, New York, NY 10281
(c) Not Applicable
ITEM 30. LOCATION OF ACCOUNTS AND RECORDS
All accounts, books, and records required to be maintained by Section 31(a)
of the 1940 Act and the rules promulgated thereunder are maintained by the de-
positor at the principal executive offices at 100 Church Street, 11th Floor,
New York, NY 10080-6511, at Merrill Lynch Insurance Group Services, Inc. at
4804 Deer Lake Drive East, Jacksonville, Florida 32246, and at the office of
the General Counsel at 800 Scudders Mill Road, Plainsboro, New Jersey 08536.
ITEM 31. NOT APPLICABLE
ITEM 32. UNDERTAKINGS AND REPRESENTATIONS
(a) Registrant undertakes to file a post-effective amendment to the Regis-
trant Statement as frequently as is necessary to ensure that the audited fi-
nancial statements in the Registration Statement are never more than 16 months
old for so long as payments under the variable annuity contracts may be ac-
cepted.
(b) Registrant undertakes to include either (1) as part of any application to
purchase a contract offered by the prospectus, a space that an applicant can
check to request a statement of additional information, or (2) a postcard or
similar written communications affixed to or included in the prospectus that
the applicant can remove to send for a statement of additional information.
(c) Registrant undertakes to deliver any statement of additional information
and any financial statements required to be made available under this Form
promptly upon written or oral request.
(d) ML Life Insurance Company of New York hereby represents that the fees and
charges deducted under the Contract, in the aggregate, are reasonable in
relation to the services rendered, the expenses expected to be incurred, and
the risks assumed by ML Life Insurance Company of New York.
C-8
<PAGE>
SIGNATURES
As required by the Securities Act of 1933 and the Investment Company Act of
1940, the Registrant, ML of New York Variable Annuity Separate Account B, cer-
tifies that this Post-Effective Amendment meets all the requirements for ef-
fectiveness under paragraph (b) of Rule 485, and accordingly has caused this
Amendment to be signed on its behalf, in the City of Plainsboro, State of New
Jersey, on the 16th day of April, 1997.
ML of New York Variable Annuity
Separate Account B
(Registrant)
<TABLE>
<S> <C>
Attest: /s/ Edward W. Diffin, Jr. By: /s/ Barry G. Skolnick
------------------------------ ---------------------------------
Edward W. Diffin, Jr. Barry G. Skolnick
Vice President and Senior Senior Vice President of ML Life
Counsel Insurance Company of New York
ML Life Insurance Company of New York
(Depositor)
Attest: /s/ Edward W. Diffin, Jr. By: /s/ Barry G. Skolnick
------------------------------ ---------------------------------
Edward W. Diffin, Jr. Barry G. Skolnick
Vice President and Senior Senior Vice President
Counsel
</TABLE>
As required by the Securities Act of 1933, this Post-Effective Amendment
No. 11 to the Registration Statement has been signed below by the following per-
sons in the capacities indicated on April 16, 1997.
SIGNATURE TITLE
--------- -----
* Chairman of the Board, President and
- ------------------------------------- Chief Executive Officer
Anthony J. Vespa
* Director, Senior Vice President, Chief
- ------------------------------------- Financial Officer, Chief Actuary and
Joseph E. Crowne, Jr. Treasurer
* Director, Senior Vice President, and
- ------------------------------------- Chief Investment Officer
David M. Dunford
* Director and Senior Vice President
- -------------------------------------
Gail R. Farkas
* Director, Vice President and Senior
- ------------------------------------- Counsel
Michael P. Cogswell
C-9
<PAGE>
SIGNATURE TITLE
* Director
- -------------------------------------
Frederick J.C. Butler
* Director
- -------------------------------------
Robert L. Israeloff
* Director
- -------------------------------------
Allen N. Jones
* Director
- -------------------------------------
Cynthia L. Kahn
* Director
- -------------------------------------
Robert A. King
* Director
- -------------------------------------
Irving M. Pollack
* Director
- -------------------------------------
William A. Wilde, III
*By: /s/ Barry G. Skolnick In his own capacity as Director, Senior
-------------------------------- Vice President, General Counsel, and
Barry G. Skolnick Secretary and as Attorney-In-Fact
C-10
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT DESCRIPTION PAGE
----------- ----------- --------
<C> <S> <C>
(10)(a) Written Consent of Sutherland, Asbill & Brennan,
L.L.P. ................................................ C-
(10)(b) Written Consent of Deloitte & Touche LLP, independent
auditors............................................... C-
(10)(c) Written Consent of Barry G. Skolnick, Esq. ............ C-
</TABLE>
C-11
<PAGE>
[SUTHERLAND, ASBILL & BRENNAN, L.L.P.]
EXHIBIT (10)(a)
April 16, 1997
Board of Directors
ML Life Insurance Company of New York
100 Church Street, 11th Floor
New York, New York 10080-6511
Ladies and Gentlemen:
We hereby consent to the reference to our name under the caption "Legal
Matters" in the Prospectus filed as part of Post-Effective Amendment No. 11 to
Form N-4 (File No. 33-45380) for ML of New York Variable Annuity Separate
Account B of ML Life Insurance Company of New York. In giving this consent, we
do not admit that we are in the category of persons whose consent is required
under Section 7 of the Securities Act of 1933.
Very truly yours,
SUTHERLAND, ASBILL & BRENNAN, L.L.P.
By: /s/ KIMBERLY J. SMITH
-------------------------------------
Kimberly J. Smith
<PAGE>
EXHIBIT (10)(b)
INDEPENDENT AUDITORS' CONSENT
We consent to the use in this Post-Effective Amendment No. 11 to
Registration Statement No. 33-45380 of ML of New York Variable Annuity Separate
Account B on Form N-4 of our reports on (i) ML Life Insurance Company of New
York dated February 24, 1997, and (ii) ML of New York Variable Annuity Separate
Account B dated January 21, 1997, appearing in the Statement of Additional
Information, which is a part of such Registration Statement, and to the
reference to us under the heading "Experts" in the Prospectus, which is a part
of such Registration Statement.
/s/ Deloitte & Touche LLP
New York, New York
April 23, 1997
<PAGE>
EXHIBIT (10)(c)
[ML OF NEW YORK LIFE INSURANCE COMPANY]
CONSENT OF BARRY G. SKOLNICK, ESQ.
I hereby consent to the reference to my name under the caption "Legal Matters"
in the prospectus included in Post-Effective Amendment No. 11 to the
Registration Statement on Form N-4 for certain variable annuity insurance
contracts issued through ML of New York Variable Annuity Separate Account A and
included in the prospectus included in Post-Effective Amendment No. 11 to the
Registration Statement on Form N-4 for certain variable annuity insurance
contracts issued through ML of New York Variable Annuity Separate Account B (the
"Accounts") of ML of New York Life Insurance Company (the "Company"), File
Numbers 33-43654 and 33-45380.
/s/ BARRY G. SKOLNICK
--------------------------
Barry G. Skolnick, Esq.
Senior Vice President and General Counsel
April 22, 1997
