Exhibit 1.A(8)(b)(xi)
THIRD 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 "Insurance Company"), Variable Insurance Products Fund II, 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 Insurance 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 and the various portfolios
made available to the Separate Accounts are listed in Schedule C;
WHEREAS, the Parties have agreed that it is in their interests to add
two additional Contracts funded by the Separate Accounts and two additional
portfolios made available to the Separate Accounts;
NOW, THEREFORE, in consideration of their mutual promises, the
Insurance Company, the Fund and the Underwriter agree as follows:
1. The Participation Agreement is hereby amended by substituting for
the original Schedule A and amended Schedule A in the form attached hereto which
deletes the Fulcrum Fund Variable Account and which adds the Strategic Advantage
II Variable Universal Life policy and the FirstLine II Variable Universal Life
policy to the list of Contracts funded by the Separate Accounts.
2. The Participation Agreement is hereby amended by substituting for
the original Schedule C an amended Schedule C in the form attached hereto which
deletes the Xxxxxxxxx and Xxxxxx Government Income Portfolio, the Xxx Xxx Gold
and Natural Resources Portfolio and the Xxx Xxx Worldwide Balanced Portfolio,
and which adds the AIM VI Capital Appreciation Portfolio, the AIM VI Government
Securities Portfolio, the INVESCO VIF Small Company Growth Fund, the Xxx Xxx
Worldwide Insurance Trust Worldwide Bond Fund, Worldwide Emerging Markets Fund,
Worldwide Hard Assets Fund and Worldwide Real Estate Fund to the list of
portfolios made available to the Separate Accounts.
Executed this 1st day of June, 1998.
Variable Insurance Products Fund
ATTEST:__________________________ BY: /s/ Xxxxxx X. Xxxxx
----------------------------
Xxxxxx X. Xxxxx
Senior Vice President
Security Life of Denver Insurance Company
ATTEST:__________________________ BY: /s/ Xxxxx X. Hard
----------------------------
Fidelity Distributors Corporation
ATTEST:__________________________ BY: /s/ Xxxxx X. Xxxxx
----------------------------
Xxxxx X. Xxxxx
Vice President
Schedule A
Separate Accounts and Associated Contracts
Name of Separate Account and Contracts Funded
Date Established by Board of Directors By Separate Account
-------------------------------------- -------------------
Security Life Separate Account Al The Exchequer Variable Annuity
(November 3, 1993) (Flexible Premium Deferred
Combination Fixed and Variable
Annuity Contract)
Security Life Separate Account LI First Line (Flexible Premium
(November 3, 1993) Variable Life Insurance Policy)
Strategic Advantage Variable
Universal Life (Flexible Premium
Variable Universal Life Insurance
Policy)
FirstLine II Variable Universal
Life (Flexible Premium Variable
Life Insurance Policy)
Strategic Advantage II Variable
Universal Life (Flexible Premium
Variable Life Insurance)
Schedule C
Other investment companies currently available under variable annuities or
variable life insurance issued by the Company:
AIM VI Capital Appreciation Portfolio
AIM VI Government Securities Portfolio
Xxxxx American MidCap Growth Portfolio
Xxxxx American Small Capitalization Portfolio
Xxxxx American Growth Portfolio
Xxxxx American Leveraged Allcap Portfolio
INVESCO VIF High Yield Portfolio
INVESCO VIF Industrial Income Portfolio
INVESCO VIF Total Return Portfolio
INVESCO VIF Utilities Portfolio
INVESCO VIF Small Company Growth Fund
Xxxxxxxxx and Xxxxxx Growth Portfolio
Xxxxxxxxx and Xxxxxx Limited Maturity Bond Portfolio
Xxxxxxxxx and Xxxxxx Partners Portfolio
Xxx Xxx 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 Portfolio
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