EXHIBIT 8(p)
AMENDMENT TO PARTICIPATION AGREEMENT
Exhibit 8(p)
AMENDMENT TO PARTICIPATION AGREEMENT
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This AMENDMENT TO PARTICIPATION AGREEMENT (the "Amendment") is made and entered
into as of this 23rd day of September, 2002, by and among VALLEY FORGE LIFE
INSURANCE COMPANY (the "Company"), on its own behalf and on behalf of each
separate account of the Company identified in the Participation Agreement (as
defined below), THE UNIVERSAL INSTITUTIONAL FUNDS, INC. (formerly, XXXXXX
XXXXXXX UNIVERSAL FUNDS, INC.) (the "Fund") and XXXXXX XXXXXXX INVESTMENT
MANAGEMENT INC. (formerly, XXXXXX XXXXXXX XXXX XXXXXX INVESTMENT MANAGEMENT
INC.) (the "Adviser").
WHEREAS, the Company, the Fund, the Adviser and Xxxxxx Xxxxxxx
Investments LP (formerly, Xxxxxx Xxxxxxxx & Xxxxxxxx, LLP) ("MSI'") have entered
into a Participation Agreement dated as of January 1, 2000, as such agreement
may be amended from time to time (the "Participation Agreement"); and
WHEREAS, effective May 1, 2002, MSI assigned to the Adviser all of the
rights and obligations of MSI under the Participation Agreement and the Adviser
accepted assignment of such rights and assumed corresponding obligations from
MSI on such terms; and
WHEREAS, the Company, the Fund and the Adviser wish to amend the
Participation Agreement in certain respects.
NOW, THEREFORE, in consideration of their mutual promises, and other
good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the Company, the Fund and the Adviser agree to amend the
Participation Agreement as follows:
1. Paragraph 1.10 below is hereby added to the Participation
Agreement:
1.10. If the Fund provides the Company with
materially incorrect NAV per share information or dividend or
capital gain distribution information, through no fault of the
Company, the Account(s) shall be entitled to an adjustment to
the number of shares purchased or redeemed to reflect the
correct NAV per share. The determination of the materiality of
any NAV pricing error shall be based on the SEC's recommended
guidelines regarding such errors. The correction of any such
errors shall be made by the Fund at the separate account level
and shall be made pursuant to the SEC's recommended guidelines.
The Fund agrees to report any material error in the calculation
of NAV per share or dividend or capital gain distribution
information to the Company promptly upon discovery.
2. Except as provided herein, the Participation Agreement shall remain
in full force and effect. This Amendment and the Participation Agreement, as
amended, constitute the entire agreement between the parties hereto pertaining
to the subject matter hereof and fully supersede any and all prior agreements or
understandings between the parties hereto pertaining to the
subject matter hereof. In the event of any conflict between the terms of this
Amendment and the Participation Agreement, the terms of this Amendment shall
control.
3. This Amendment may be amended only by written instrument executed
by each party hereto.
4. This Amendment shall be effective as of the date written above,
IN WITNESS WHEREOF, each of the parties hereto has caused this
Amendment to be executed in its name and on its behalf by its duly authorized
representative and its seal hereunder affixed hereto as of the date specified
above.
VALLEY FORGE LIFE INSURANCE COMPANY
By: /s/ Xxxxx Xxxxx
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Name: Xxxxx Xxxxx
Title: AVP
THE UNIVERSAL INSTITUTIONAL FUNDS, INC.
By: /s/ Xxxxxx X. Xxxxxxx
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Name: Xxxxxx X. Xxxxxxx
Title: President
XXXXXX XXXXXXX INVESTMENT MANAGEMENT INC.
By: /s/ Xxxxxx X. Xxxxxxx
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Name: Xxxxxx X. Xxxxxxx
Title: Managing Director
