Exhibit 1.A(8)(b)(xxiii)
SEVENTH AMENDMENT TO PARTICIPATION AGREEMENT
THIS AGREEMENT is made by and among Security Life of Denver Insurance
Company, a life insurance company organized under the laws of the State of
Colorado (the "Company"), Variable Insurance Products Fund, an unincorporated
business trust organized under the laws of the Commonwealth of Massachusetts
(the "Fund"), and Fidelity Distributors Corporation, a Massachusetts corporation
(the "Underwriter") (collectively, the "Parties").
WHEREAS, the Parties executed a participation agreement dated August 10,
1994 (the "Participation Agreement"), governing how shares of the Fund's
portfolios are to be made available to certain variable life insurance and/or
variable annuity contracts (the "Contracts") offered by the Company through
certain separate accounts (the "Separate Accounts");
WHEREAS, the various contracts for which shares are purchased are listed
in Schedule A of the Participation Agreement;
WHEREAS, the Parties have agreed that it is in their interests to add an
additional Contract and class of Fund to be purchased by the Separate Accounts;
NOW, THEREFORE, in consideration of their mutual promises, the Company,
the Fund and the Underwriter agree as follows:
1. The Participation Agreement is hereby amended by substituting for
the current Schedule A an amended Schedule A in the form attached
hereto which adds the Strategic Benefit and Estate Designer
Variable Universal Life policies to the list of Contracts funded
by the Separate Accounts.
2. Section 2.5 of Article II. Representations and Warranties is
hereby deleted and replaced in its entirety with the following:
2.5. (a) With respect to Initial Class shares, the Fund
currently does not intend to make any payments to finance
distribution expenses pursuant to Rule 12b-1 under the
1940 Act or otherwise, although it may make such payments
in the future. The Fund has adopted a "no fee" or
"defensive" Rule 12b-1 Plan under which it makes no
payments for distribution expenses. To the extent that it
decides to finance distribution expenses pursuant to Rule
12b-1, the Fund undertakes to have a board of trustees, a
majority of whom are not interested persons of the Fund,
formulate and approve any plan under Rule 12b-1 to finance
distribution expenses.
(b) With respect to Service Class shares and Service Class
2 shares, the Fund has adopted Rule 12b-1 Plans under
which it makes payments to finance distribution expenses.
The Fund represents and warrants that it has a board of
trustees, a majority of whom are not interested persons of
the Fund, which has formulated and approved each of its
Rule 12b-1 Plans to finance distribution expenses of the
Fund and that any changes to the Fund's Rule 12b-1 Plans
will be approved by a similarly constituted board of
trustees.
3. Paragraph 5.1 of Article V. Fees and Expenses is hereby amended
to delete the following sentence as of the date of this
Amendment, "Currently, no such payments are contemplated."
4. The Participation Agreement is hereby amended by substituting for
the current Schedule C an amended Schedule C in the form attached
hereto which adds certain other investment options to the
Contracts funded by the Separate Accounts.
5. The Participation Agreement is hereby amended by substituting for
the current Schedule D an amended Schedule D in the form attached
hereto which adds certain classes of certain Fidelity Funds to
some Contracts funded by the Separate Accounts.
Executed this 26th day of April, 2000.
Security Life of Denver Variable Insurance Products Fund
Insurance Company
BY: /s/ Jim Livingston BY: /s/ Robert C. Pozen
------------------------------ ----------------------------
Jim Livingston Robert C. Pozen
Executive Vice President Senior Vice President
Fidelity Distributors Corporation
BY: /s/ Kevin J. Kelly
-----------------------------
Kevin J. Kelly
Vice President
Schedule A
----------
Separate Accounts and Associated Contracts
------------------------------------------
Name of Separate Account and Contracts Funded
Date of Established by Board of Directors By Separate Account
- ----------------------------------------- -------------------
Security Life Separate Account A1 o The Exchequer Variable Annuity
(November 3, 1993) (Flexible Premium Deferred
Combination Fixed and Variable
Annuity Contract)
Security Life Separate Account L1 o First Line (Flexible Premium
(November 3, 1993) Variable Life Insurance Policy)
o Strategic Advantage Variable
Universal Life (Flexible
Premium Variable Universal Life
Insurance Policy)
o FirstLine II Variable Universal
Life (Flexible Premium Variable
Universal Life Insurance
Policy)
o Strategic Advantage II Variable
Universal Life (Flexible
Premium Variable Life
Insurance)
o Variable Survivorship Universal
Life (Flexible Premium Variable
Life Insurance)
o Corporate Benefits Variable
Universal Life (Flexible
Premium Variable Life
Insurance)
o Strategic Benefit Variable
Universal Life (Flexible
Premium Variable Life
Insurance)
o Estate Designer Variable
Universal Life (Joint and
Survivor Flexible Premium
Variable Life Insurance)
Schedule C
----------
Other investment companies currently available under variable annuities or
variable life insurance issued by the Company (not al funds/portfolios are
available in all products):
AIM VI Capital Appreciation Portfolio
AIM VI Government Securities Portfolio
Alger American MidCap Growth Portfolio
Alger American Small Capitalization Portfolio
Alger American Growth Portfolio
Alger American Leveraged Allcap Portfolio
GCG Trust
Equity Income Portfolio
Growth Portfolio
Hard Assets Portfolio
Limited Maturity Bond Portfolio
Liquid Asset Portfolio
Mid-Cap Growth Portfolio
Research Portfolio
Total Return Portfolio
INVESCO VIF High Yield Fund
INVESCO VIF Equity Income Fund
INVESCO VIF Total Return Fund
INVESCO VIF Utilities Fund
INVESCO VIF Small Company Growth Fund
Neuberger Berman Growth Portfolio
Neuberger Berman Limited Maturity Bond Portfolio
Neuberger Berman Partners Portfolio
Van Eck Worldwide Insurance Trust
Worldwide Bond Fund
Worldwide Emerging Markets Fund
Worldwide Hard Assets Fund
Worldwide Real Estate Fund
Fidelity Investments Variable Insurance Products Fund II
Asset Manager Portfolio
Index 500
Schedule D
----------
Portfolios of the Fund available as funding vehicles under the
Contracts:
Initial Class Shares
Growth Portfolio
Money Market Portfolio
Overseas Portfolio
Service Class Shares (Strategic Benefit Contracts only)
Growth Portfolio
Overseas Portfolio