Exhibit 1.A.(8)(b)(xxiv)
Seventh Amendment to Participation Agreement
Security Life of Denver Insurance Company, Variable Insurance Products Fund II
and Fidelity Distributors Corporation, hereby amend their Participation
Agreement, dated August 10, 1994 by doing all of the following:
I. Revising the recitals to indicate, wherever appropriate, that
WHEREAS , the variable life insurance and/or variable annuity products
identified on Schedule A hereto ("Contracts") have been or will be
registered by the Company under the Securities Act of 1933, unless such
Contracts are exempt from registration thereunder; and
WHEREAS, the Company has registered or will register the Separate
Accounts identified on Schedule A as a unit investment trust under the
1940 Act, unless such Account is exempt from registration thereunder.
II. Revising the first sentence of section 2.1 to read as follows:
The Company represents and warrants that the Contracts are or will be
registered under the 1933 Act or are exempt from registration
thereunder; that the Contracts will be issued and sold in compliance in
all material respects with all applicable Federal and State laws and
that the sale of the Contracts shall comply in all material respects
with state insurance suitability requirements.
III. Revising the first sentence of section 2.4 to read as follows:
The Company represents that the Contracts are currently treated as
endowment, life insurance or annuity insurance contracts under
applicable provisions of the Code and that it will make every effort to
maintain such treatment and that it will notify the Fund and the
Underwriter immediately upon having a reasonable basis for believing
that the Contracts have ceased to be so treated or that they might not
be so treated in the future.
IV. Adding the following sentence to section 3.1:
Wherever the term "prospectus" is used in this Agreement in relation to
the Contracts or the Accounts, the term shall be deemed to include each
prospectus, registration statement, private offering memorandum or
other disclosure document for the Contract or the Account.
V. Replacing section 4.6 in its entirety with the following:
4.6. The Company will provide to the Fund at least one complete copy of
all registration statements, Disclosure Documents, Statements of
Additional Information, reports, solicitations for voting instructions,
sales literature and other promotional materials, applications for
exemptions, requests for no action letters, and all amendments to any
of the above, that relate to the Contracts or each Account,
contemporaneously with the filing of such document with the SEC or
other regulatory authorities or, if a Contract and its associated
Account are exempt from registration, at the time such documents are
first published.
VI. Replacing section 5.3 in its entirety with:
5.3. The Company shall bear the expenses of distributing the Fund's
prospectus and reports to owners of Contracts issued by the Company.
The Fund shall bear the costs of soliciting Fund proxies from Contract
owners, including the costs of mailing proxy materials and tabulating
proxy voting instructions, not to exceed the costs charged by any
service provider engaged by the Fund for this purpose. The Fund and the
Underwriter shall not be responsible for the costs of any proxy
solicitations other than proxies sponsored by the Fund.
VII. Replacing Schedule A with the Revised Schedule A, attached.
IN WITNESS WHEREOF, each party has caused this Amendment to be executed in its
name and on its behalf by its duly authorized representative as of September 1,
2000.
SECURITY LIFE OF DENVER INSURANCE VARIABLE INSURANCE PRODUCTS FUND II
COMPANY
By: /s/ Xxxxx X. Xxxxxxxxxx, Xx. By: /s/ Xxxxxx X. Xxxxx
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Name: Xxxxx X. Xxxxxxxxxx, Xx. Name: Xxxxxx X. Xxxxx
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Title: Executive Vice President Title: Senior Vice President
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FIDELITY DISTRIBUTORS CORPORATION
By: /s/ Xxxxx X. Xxxxx
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Name: Xxxxx X. Xxxxx
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Title: Vice President
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SCHEDULE A
SEPARATE ACCOUNTS AND ASSOCIATED CONTRACTS
Name of Separate Account and Contracts Funded
Date of Established by Board of Directors By Separate Account
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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 First Line II (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)
Security Life Separate Account SLDM1 Magnastar Private Placement
(September 11, 2000) Variable Life
(Flexible Premium Variable
Security Life Separate Account SLDM2 Universal Life Insurance Policy)
(September 11, 2000)
Security Life Separate Account SLDF1 PeakPlus Private Placement
(September 11, 2000) Variable Universal Life
(Flexible Premium Variable
Security Life Separate Account SLDF2 Universal Life Insurance Policy)
(September 11, 2000)
Security Life Separate Account SLDF3
(September 11, 2000)
Security Life Separate Account SLDF4
(September 11, 2000)
Security Life Separate Account SLDF5
(September 11, 2000)
SCHEDULE C
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Other investment companies currently available under variable annuities or
variable life insurance issued by the Company (not all funds/portfolios are
available in all products):
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
Fidelity Investments Variable Insurance Products Fund
Growth Portfolio
Money Market Portfolio
Overseas Portfolio
First Union Insurance Group Trust
FIA Growth Portfolio
FIA Sector Premier Portfolio
FIA Core Equity 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
Janus Aspen Series
Growth Portfolio
Aggressive Growth Portfolio
International Growth Portfolio
Worldwide Growth Portfolio
Xxxxxxx Xxxxx
Global Growth Focus Fund
Index 500 Fund
Balanced Capital Focus Fund
Basic Value Focus Fund
Small Cap Value Focus Fund
Xxxxxxxxx Xxxxxx Growth Portfolio
Xxxxxxxxx Xxxxxx Limited Maturity Bond Portfolio
Xxxxxxxxx Xxxxxx Partners Portfolio
Xxx Xxx Worldwide Insurance Trust
Worldwide Bond Fund
Worldwide Emerging Markets Fund
Worldwide Hard Assets Fund
Worldwide Real Estate Fund
SCHEDULE D
Portfolios of the Fund available as funding vehicles under the Contracts:
Initial Class Shares
Asset Manager Portfolio
Index 500 Portfolio
