Exhibit (8)(h)(3): Amendment No. 2 to the Participation Agreement among United
of Omaha Life Insurance Company, The Universal Institutional
Funds, Inc. (formerly Xxxxxx Xxxxxxx Universal Funds, Inc.)
and Xxxxxx Xxxxxxx Investment Management Inc. (formerly
Xxxxxx Xxxxxxx Asset Management, Inc.).
AMENDMENT TO PARTICIPATION AGREEMENT
This AMENDMENT TO PARTICIPATION AGREEMENT (the "Amendment") is made and entered
into as of this 30/th/ day of September, 2003, by and among UNITED OF OMAHA 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 ASSET 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 May 1, 1998, 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.
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. Schedule A of the Participation Agreement is deleted and replaced in its
entirety with the attached Schedule A to add new products, effective the 22nd
day of November, 2002.
2. Schedule B of the Participation Agreement is deleted and replaced in its
entirety with the attached Schedule B to identify share class.
3. Section 1.9 of the Participation Agreement is deleted and replaced in its
entirety with the following:
"If the Fund provides materially incorrect net asset value per share ("NAV")
information to the Company, through no fault of the Company, the Account(s)
shall be entitled to an adjustment with respect to the Portfolio shares
purchased or redeemed to reflect the correct NAV. The determination of the
circumstances that require such an adjustment of Portfolio shares shall be
consistent with the Securities and Exchange Commission's informal position
regarding the correction of NAV errors, as expressed by senior staff members
from time to time ("Staff Guidelines"). The Fund agrees to provide the Company
with prompt notice of any material error in NAV information that requires an
adjustment of Portfolio shares maintained in the Account(s). The correction of
any material NAV error shall be made by the Fund at the Account level and shall
be carried out in accordance with Staff Guidelines regarding such errors. The
Company and the Fund agree to use reasonable efforts to take such action as may
be appropriate to avoid or mitigate costs or losses related to the correction of
NAV information."
4. 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.
5. This Amendment may be amended only by written instrument executed by each
party hereto.
6. 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.
UNITED OF OMAHA LIFE INSURANCE COMPANY
By: /s/ Xxxxxxx X. Xxxx
-------------------------------
Name: Xxxxxxx X. Xxxx
Title: Executive Vice President
THE UNIVERSAL INSTITUTIONAL FUNDS, INC.
By: /s/ Xxxxxxxx Xxxxx Yu
-------------------------------
Name: Xxxxxxxx Xxxxx Yu
Title: Vice President
XXXXXX XXXXXXX INVESTMENT MANAGEMENT INC.
By: /s/ Xxxxxxxx Xxxxx Yu
-------------------------------
Name: Xxxxxxxx Xxxxx Yu
Title: Executive Director
SCHEDULE A
SEPARATE ACCOUNTS AND ASSOCIATED CONTRACTS
Name of Separate Account and Date Form Number and Name of
Established by Board of Directors Contract Funded by Separate Account
United of Omaha Separate Account C 6016L-0194, Series I Variable Annuity
Established on December 18, 1993) (as of 4/94)
6090L-05953 Series V Variable Annuity
(as of 6/95)
6500L-9898, Ultra-Access Variable Annuity
(as of 8/98)
6880L- 101, Ultra-Rewards Variable
Annuity (as of 8/01)
6980L-1002, Ultra-Select Series L
Variable Annuity (as of 11/02)
United of Omaha Separate Account B 6347L-0697, Modified Single Premium
established on August 27, 1996) Variable Universal Life
6387L-1197, Flexible Premium Variable
Universal Life
SCHEDULE B
PORTFOLIOS OF THE UNIVERSAL INSTITUTIONAL
-----------------------------------------
FUNDS INC. AVAILABLE UNDER THIS AGREEMENT
-----------------------------------------
Emerging Markets Equity Portfolio -- Class I Shares
Fixed Income Portfolio -- Class I Shares
Technology Portfolio - Class I Shares
