Exhibit (8)(d)
ASSIGNMENT OF AND AMENDMENT #1 TO PARTICIPATION AGREEMENT
AMONG
AIM VARIABLE INSURANCE FUNDS, INC.
AIM DISTRIBUTORS, INC.
SECURITY EQUITY LIFE INSURANCE COMPANY
and
COVA LIFE SALES COMPANY
WHEREAS, SECURITY EQUITY LIFE INSURANCE COMPANY (the "Company"), AIM
VARIABLE INSURANCE FUNDS, INC. (the "Fund"), AIM DISTRIBUTORS, INC., ("AIM") and
COVA LIFE SALES COMPANY ("COVA") have previously entered into a Participation
Agreement effective October 12, 1999 (the "Agreement"); and
WHEREAS COVA was merged into MetLife Investors Distribution Company on May
1, 2001 and its rights and obligations under the Agreement were assumed by
MetLife Investors Distribution Company ("MetLife Investors").
WHEREAS, the Company has agreed to merge with and into Metropolitan Life
Insurance Company, a New York corporation with its principal place of business
at Xxx Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 ("MetLife"); and
WHEREAS, by operation of law as a result of the merger, MetLife will
assume ownership of the assets in the Company's segregated asset accounts,
identified in Schedule A to the Agreement (the "Accounts"), and will assume all
of the Company's liabilities and obligations under the variable life insurance
policies and variable annuity contracts issued by the Company and the Accounts;
and
WHEREAS, the Company desires to assign, and MetLife desires to assume, all
of the Company's interests, rights and obligations under the Agreement; and
WHEREAS, Section 8 of the Agreement provides generally that the Agreement
may not be assigned without the prior written consent of the parties; and
WHEREAS, the parties wish to amend and restate Schedule A of the
Agreement;
NOW, THEREFORE, the parties hereto agree to the following:
1. The Company, the Fund, Aim and MetLife Investors consent to the assignment to
MetLife of all of the Company's interests, rights and obligations under the
Agreement, effective as of the date the Company merges with and into MetLife.
2. MetLife agrees to assume all of the Company's interests, rights and
obligations under the Agreement, effective as of the date the Company merges
with and into MetLife.
3. The Agreement is amended so that each reference to "Security Equity Life
Insurance Company" or "the Company" is now a reference to MetLife.
4. Schedule A is amended in its entirety, as attached hereto and incorporated
herein.
5. Except as specifically set forth herein, all other provisions of the
Agreement shall remain in full force and effect.
IN WITNESS WHEREOF we have set our hands as of the ________ day of
_____________, 2003.
SECURITY EQUITY LIFE METROPOLITAN LIFE INSURANCE
INSURANCE COMPANY COMPANY
By: ____________________________ By:______________________________
Name: Name:
Title: Title:
AIM VARIABLE INSURANCE AIM DISTRIBUTORS, INC.
FUNDS, INC.
By: ____________________________ By: _____________________________
Name: Name:
Title: Title:
METLIFE INVESTORS DISTRIBUTION
COMPANY
By: _____________________________
Name:
Title:
SCHEDULE A
FUNDS AVAILABLE UNDER THE CONTRACTS
- AIM VARIABLE INSURANCE FUNDS, INC.
AIM V.I. Capital Appreciation Fund
AIM V.I. Diversified Income Fund
AIM V.I. Core Equity Fund
AIM V.I. Government Securities Fund
AIM V.I. International Growth Fund
AIM V.I. Money Market Fund
AIM V.I. New Technology Fund
SEPARATE ACCOUNTS UTILIZING THE FUNDS
- Security Equity Separate Account 26
- Security Equity Separate Account 27
CONTRACTS FUNDED BY THE SEPARATE ACCOUNTS
- GT Global Allocator, Form No. 6090006
