-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, LP2VPNZgosNCrt5UYkzeKjLmCKrFiT+Oiad4jirgqb48dyXU1clB44A5WQmcbWKF aMs+oAhK/lyH75MrOFXqkg== /in/edgar/work/0000917677-00-500007/0000917677-00-500007.txt : 20001017 0000917677-00-500007.hdr.sgml : 20001017 ACCESSION NUMBER: 0000917677-00-500007 CONFORMED SUBMISSION TYPE: 485BPOS PUBLIC DOCUMENT COUNT: 10 FILED AS OF DATE: 20001013 EFFECTIVENESS DATE: 20001013 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SECURITY LIFE SEPARATE ACCOUNT L1 CENTRAL INDEX KEY: 0000917677 STANDARD INDUSTRIAL CLASSIFICATION: [0000 ] IRS NUMBER: 840499703 STATE OF INCORPORATION: CO FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 485BPOS SEC ACT: SEC FILE NUMBER: 033-74190 FILM NUMBER: 740267 BUSINESS ADDRESS: STREET 1: 1290 BROADWAY STREET 2: C/O SECURITY LIFE CENTER CITY: DENVER STATE: CO ZIP: 80203 BUSINESS PHONE: 3038601290 MAIL ADDRESS: STREET 1: 1290 BROADWAY CITY: DENVER STATE: CO ZIP: 80203-5699 485BPOS 1 fl_combined.txt FIRSTLINE SUPP As filed with the Securities and Exchange Commission on October 13, 2000 Registration No. 33-74190 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ----------------- FORM S-6 FOR REGISTRATION UNDER THE SECURITIES ACT OF 1933 OF SECURITIES OF UNIT INVESTMENT TRUSTS REGISTERED ON FORM N-8B-2 Post-Effective Amendment No. 13 ----------------- SECURITY LIFE SEPARATE ACCOUNT L1 (Exact Name of Trust) SECURITY LIFE OF DENVER INSURANCE COMPANY (Name of Depositor) 1290 Broadway Denver, Colorado 80203-5699 (Address of Depositor's Principal Executive Offices) Copy to: GARY W. WAGGONER, ESQ. KIMBERLY J. SMITH, ESQ. Security Life of Denver Insurance Company Sutherland Asbill & Brennan LLP 1290 Broadway 1275 Pennsylvania Avenue, NW Denver, Colorado 80203-5699 Washington, D.C. 20004-2415 (202) 383-0314 (Name and Address of Agent for Service) ---------------------------- It is proposed that this filing will become effective: ___ on ____________, 2000 pursuant to paragraph (a) of Rule 485 ___ 60 days after filing pursuant to paragraph (a) of Rule 485 ___ on May 1, 2000 pursuant to paragraph (b) of Rule 485 _x_ immediately upon filing pursuant to paragraph (b) of Rule 485 ___ this post-effective amendment designates a new effective date for a previously filed post-effective amendment Title of securities being registered: Variable life insurance policies. SECURITY LIFE SEPARATE ACCOUNT L1 (File No. 33-74190) Cross-Reference Table Form N-8B-2 Item No. Caption in Prospectus - -------------------- --------------------- 1, 2 Cover; Security Life of Denver Insurance Company; Security Life Separate Account L1 3 Inapplicable 4 Security Life of Denver Insurance Company 5, 6 Security Life Separate Account L1 7 Inapplicable 8 Financial Statements 9 Inapplicable 10(a), (b), (c), (d), (e) Policy Summary; Policy Values, Determining Values in the Variable Division; Charges, Deductions and Refunds; Surrender; Partial Withdrawals; Guaranteed Interest Division; Transfers of Account Value; Right to Exchange Policy; Lapse; Reinstatement; Premiums 10(f) Voting Privileges; Right to Change Operations 10(g), (h) Right to Change Operations 10(i) Tax Considerations; Detailed Information about the Policy; General Policy Provisions; Guaranteed Interest Division 11, 12 Security Life Separate Account L1 13 Policy Summary; Charges, Deductions and Refunds; and Group or Sponsored Arrangements, or Corporate Purchasers ii Form N-8B-2 Item No. Caption in Prospectus - -------------------- --------------------- 14, 15 Policy Summary; Free Look Period; General Policy Provisions; Applying for a Policy 16 Premiums; Investment Date and Allocation of Net Premiums; How We Calculate Accumulation Unit Values 17 Premium Payments Affect Your Coverage; Surrender; Partial Withdrawals 18 Policy Summary; Tax Considerations; Detailed Information about the Policy; Security Life Separate Account L1; Persistency Refund 19 Reports to Owners; Notification and Claims Procedures; Performance Information (Appendix C) 20 See 10(g) & 10(a) 21 Policy Loans 22 Policy Summary; Premiums; Grace Period; Security Life Separate Account L1; Detailed Information about the Policy 23 Inapplicable 24 Inapplicable 25 Security Life of Denver Insurance Company 26 Inapplicable 27, 28, 29, 30 Security Life of Denver Insurance Company 31, 32, 33, 34 Inapplicable 35 Inapplicable 36 Inapplicable iii Form N-8B-2 Item No. Caption in Prospectus - -------------------- --------------------- 37 Inapplicable 38, 39, 40, 41(a) General Policy Provisions; Distribution of the Policies; Security Life of Denver Insurance Company 41(b), 41(c), 42, 43 Inapplicable 44 Determining Values in the Variable Division; How We Calculate Accumulation Unit Values 45 Inapplicable 46 Partial Withdrawals; Detailed Information about the Policy 47, 48, 49, 50 Inapplicable 51 Detailed Information about the Policy 52 Determining Values in the Variable Division; Right to Change Operations 53(a) Tax Considerations 53(b), 54, 55 Inapplicable 56, 57, 58 Inapplicable 59 Financial Statements iv SUPPLEMENT DATED OCTOBER 13, 2000, TO THE PROSPECTUS DATED MAY 1, 2000, FOR FIRSTLINE VARIABLE UNIVERSAL LIFE FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICIES ISSUED BY SECURITY LIFE OF DENVER INSURANCE COMPANY AND SECURITY LIFE SEPARATE ACCOUNT L1 THIS SUPPLEMENT UPDATES CERTAIN INFORMATION CONTAINED IN YOUR PROSPECTUS DATED MAY 1, 2000. PLEASE READ IT CAREFULLY AND KEEP IT WITH YOUR PROSPECTUS FOR FUTURE REFERENCE. NEW INVESTMENT PORTFOLIOS. Effective October 13, 2000, four new investment portfolios are available under your Policy; this supplement provides you with certain information about these new portfolios: Janus Aspen Aggressive Growth (Service Shares); Janus Aspen Growth (Service Shares); Janus Aspen International Growth (Service Shares); and Janus Aspen Worldwide Growth (Service Shares). For a more complete description of the new portfolios' investments, risks, costs and expenses, please see the accompanying prospectus for the new portfolios. Premium allocation and transfers of account value to the new portfolios are subject to the terms of your Policy and are described in your May 1, 2000 prospectus. * * * * * * * * * * * * * * * * * The second sentence of the first paragraph in the "Fees and Expenses of the Investment Portfolios" subsection on page 6 is deleted and replaced as follows: "This price reflects investment management fees, any 12b-1 fees and other direct expenses deducted from the portfolio assets." * * * * * * * * * * * * * * * * * FirstLine Page 1 of 3 The following information is added to the "Investment Portfolio Annual Expenses" on pages 7 - 8:
Fees and Total Expenses Total Net Management 12b-1 Other Portfolio Waived or Portfolio Portfolio Fees Fees Expenses Expenses Reimbursed Expenses --------- ---- ---- -------- -------- ---------- -------- JANUS ASPEN SERIES SERVICE SHARES /11/ Janus Aspen Aggressive Growth 0.65% 0.25% 0.02% 0.92% N/A 0.92% Janus Aspen Growth 0.65% 0.25% 0.02% 0.92% N/A 0.92% Janus Aspen International Growth 0.65% 0.25% 0.11% 1.01% N/A 1.01% Janus Aspen Worldwide Growth 0.65% 0.25% 0.05% 0.95% N/A 0.95%
- ---------------------------- /11/ Janus Aspen Series Service Shares have a distribution plan or "Rule 12b-1 plan" which is described in the Funds' prospectuses. Expenses are based on the estimated expenses that the Service Shares Class of each Portfolio expects to incur in its initial fiscal year. All expenses are shown without the effect of any expense offset arrangements. * * * * * * * * * * * * * * * * * The following sentence is added to the end of the last paragraph of the "Investment Portfolio Objectives" subsection on page 13: "We receive 12b-1 fees from some investment portfolios." * * * * * * * * * * * * * * * * * The following information is added to the "Investment Portfolio Objectives" on pages 14 - 17:
- ------------------------------------------------------------------------------------------------------------------------------- INVESTMENT PORTFOLIO OBJECTIVES - ---------------------------------- -------------------------------- ----------------------------------------------------------- Variable Investment Option Investment Company/ Adviser/ Investment Objective Manager/ Sub-Adviser - ---------------------------------- -------------------------------- ----------------------------------------------------------- Aspen Aggressive Growth Investment Company: Seeks long-term growth of capital by investing primarily Portfolio Service Shares Janus Aspen Series in common stocks selected for their growth potential and Investment Adviser: normally investing at least 50% of its equity assets in Janus Capital medium-sized companies which fall within the range of companies in the S&P(R) MidCap 400 Index. - ---------------------------------- -------------------------------- ----------------------------------------------------------- Aspen Growth Portfolio Service Investment Company: Seeks long-term growth of capital in a manner consistent Shares Janus Aspen Series with preservation of capital by investing primarily in Investment Adviser: common stocks selected for their growth potential. Janus Capital Although the portfolio can invest in companies of any size, it generally invests in larger, more established companies. - ---------------------------------- -------------------------------- -----------------------------------------------------------
FirstLine Page 2 of 3
- ------------------------------------------------------------------------------------------------------------------------------- INVESTMENT PORTFOLIO OBJECTIVES - ---------------------------------- -------------------------------- ----------------------------------------------------------- Variable Investment Option Investment Company/ Adviser/ Investment Objective Manager/ Sub-Adviser - ---------------------------------- -------------------------------- ----------------------------------------------------------- Aspen International Growth Investment Company: Seeks long-term growth of capital by investing at least Portfolio Service Shares Janus Aspen Series 65% of its total assets in securities of issuers from at Investment Adviser: least five different countries, excluding the United Janus Capital States. Although the portfolio intends to invest substantially all of its assets in issuers located outside the United States, it may at times invest in U.S. issuers and it may at times invest all of its assets in fewer than five countries or even a single country. - ---------------------------------- -------------------------------- ----------------------------------------------------------- Aspen Worldwide Growth Portfolio Investment Company: Seeks long-term growth of capital in a manner consistent Service Shares Janus Aspen Series with preservation of capital by investing primarily in Investment Adviser: common stocks of companies of any size throughout the Janus Capital world. The portfolio normally invests in issuers from at least five different countries, including the United States. The portfolio may at times invest in fewer than five countries or even a single country. - ---------------------------------- -------------------------------- -----------------------------------------------------------
* * * * * * * * * * * * * * * * * The second sentence of the fifth paragraph of the "Guaranteed Minimum Death Benefit" subsection on page 26 is hereby corrected to read as follows: "If there is not sufficient net account value to pay a charge, it is permanently waived." * * * * * * * * * * * * * * * * * FINANCIAL INFORMATION. Your May 1, 2000 prospectus includes financial statements for the Company for the fiscal year ended December 31, 1999. The Company generally does not prepare financial statements more often than annually and believes that any incremental benefit to prospective policy holders that may result from preparing and delivering more current financial statements, though unaudited, does not justify the additional cost that would be incurred. There have been no adverse changes in the Company's financial condition or operations since December 31, 1999. * * * * * * * * * * * * * * * * * FirstLine Page 3 of 3 SUPPLEMENT DATED OCTOBER 13, 2000, TO THE PROSPECTUS DATED MAY 1, 2000, FOR FIRSTLINE II VARIABLE UNIVERSAL LIFE FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICIES ISSUED BY SECURITY LIFE OF DENVER INSURANCE COMPANY AND SECURITY LIFE SEPARATE ACCOUNT L1 THIS SUPPLEMENT UPDATES CERTAIN INFORMATION CONTAINED IN YOUR PROSPECTUS DATED MAY 1, 2000. PLEASE READ IT CAREFULLY AND KEEP IT WITH YOUR PROSPECTUS FOR FUTURE REFERENCE. NEW INVESTMENT PORTFOLIOS. Effective October 13, 2000, four new investment portfolios are available under your Policy; this supplement provides you with certain information about these new portfolios: Janus Aspen Aggressive Growth (Service Shares); Janus Aspen Growth (Service Shares); Janus Aspen International Growth (Service Shares); and Janus Aspen Worldwide Growth (Service Shares). For a more complete description of the new portfolios' investments, risks, costs and expenses, please see the accompanying prospectus for the new portfolios. Premium allocation and transfers of account value to the new portfolios are subject to the terms of your Policy and are described in your May 1, 2000 prospectus. * * * * * * * * * * * * * * * * * The second sentence of the first paragraph in the "Fees and Expenses of the Investment Portfolios" subsection on page 6 is deleted and replaced as follows: "This price reflects investment management fees, any 12b-1 fees and other direct expenses deducted from the portfolio assets." * * * * * * * * * * * * * * * * * FirstLine II Page 1 of 3 The following information is added to the "Investment Portfolio Annual Expenses" on pages 7 - 8:
Fees and Total Expenses Total Net Management 12b-1 Other Portfolio Waived or Portfolio Portfolio Fees Fees Expenses Expenses Reimbursed Expenses --------- ---- ---- -------- -------- ---------- -------- JANUS ASPEN SERIES SERVICE SHARES /11/ Janus Aspen Aggressive Growth 0.65% 0.25% 0.02% 0.92% N/A 0.92% Janus Aspen Growth 0.65% 0.25% 0.02% 0.92% N/A 0.92% Janus Aspen International Growth 0.65% 0.25% 0.11% 1.01% N/A 1.01% Janus Aspen Worldwide Growth 0.65% 0.25% 0.05% 0.95% N/A 0.95%
- ---------------------------- /11/ Janus Aspen Series Service Shares have a distribution plan or "Rule 12b-1 plan" which is described in the Funds' prospectuses. Expenses are based on the estimated expenses that the Service Shares Class of each Portfolio expects to incur in its initial fiscal year. All expenses are shown without the effect of any expense offset arrangements. * * * * * * * * * * * * * * * * * The following sentence is added to the end of the last paragraph of the "Investment Portfolio Objectives" subsection on page 13: " We receive 12b-1 fees from some investment portfolios." * * * * * * * * * * * * * * * * * The following information is added to the "Investment Portfolio Objectives" on pages 14 - 17:
- ------------------------------------------------------------------------------------------------------------------------------- INVESTMENT PORTFOLIO OBJECTIVES - ---------------------------------- -------------------------------- ----------------------------------------------------------- Variable Investment Option Investment Company/ Adviser/ Investment Objective Manager/ Sub-Adviser - ---------------------------------- -------------------------------- ----------------------------------------------------------- Aspen Aggressive Growth Investment Company: Seeks long-term growth of capital by investing primarily Portfolio Service Shares Janus Aspen Series in common stocks selected for their growth potential and Investment Adviser: normally investing at least 50% of its equity assets in Janus Capital medium-sized companies which fall within the range of companies in the S&P(R) MidCap 400 Index. - ---------------------------------- -------------------------------- ----------------------------------------------------------- Aspen Growth Portfolio Service Investment Company: Seeks long-term growth of capital in a manner consistent Shares Janus Aspen Series with preservation of capital by investing primarily in Investment Adviser: common stocks selected for their growth potential. Janus Capital Although the portfolio can invest in companies of any size, it generally invests in larger, more established companies. - ---------------------------------- -------------------------------- -----------------------------------------------------------
FirstLine II Page 2 of 3
- ------------------------------------------------------------------------------------------------------------------------------- INVESTMENT PORTFOLIO OBJECTIVES - ---------------------------------- -------------------------------- ----------------------------------------------------------- Variable Investment Option Investment Company/ Adviser/ Investment Objective Manager/ Sub-Adviser - ---------------------------------- -------------------------------- ----------------------------------------------------------- Aspen International Growth Investment Company: Seeks long-term growth of capital by investing at least Portfolio Service Shares Janus Aspen Series 65% of its total assets in securities of issuers from at Investment Adviser: least five different countries, excluding the United Janus Capital States. Although the portfolio intends to invest substantially all of its assets in issuers located outside the United States, it may at times invest in U.S. issuers and it may at times invest all of its assets in fewer than five countries or even a single country. - ---------------------------------- -------------------------------- ----------------------------------------------------------- Aspen Worldwide Growth Portfolio Investment Company: Seeks long-term growth of capital in a manner consistent Service Shares Janus Aspen Series with preservation of capital by investing primarily in Investment Adviser: common stocks of companies of any size throughout the Janus Capital world. The portfolio normally invests in issuers from at least five different countries, including the United States. The portfolio may at times invest in fewer than five countries or even a single country. - ---------------------------------- -------------------------------- -----------------------------------------------------------
* * * * * * * * * * * * * * * * * FINANCIAL INFORMATION. Your May 1, 2000 prospectus includes financial statements for the Company for the fiscal year ended December 31, 1999. The Company generally does not prepare financial statements more often than annually and believes that any incremental benefit to prospective policy holders that may result from preparing and delivering more current financial statements, though unaudited, does not justify the additional cost that would be incurred. There have been no adverse changes in the Company's financial condition or operations since December 31, 1999. * * * * * * * * * * * * * * * * * FirstLine II Page 3 of 3 The following papers and documents are incorporated herein by reference to Post-Effective Amendment No. 12 to the Form S-6 Registration Statement of Security Life of Denver Insurance Company and its Security Life Separate Account Ll, filed with the Securities and Exchange Commission on April 25, 2000 (File No. 33-74190): each prospectus. PART II UNDERTAKING TO FILE REPORTS Incorporated herein by reference to Post-Effective Amendment No. 4 to the Form S-6 Registration Statement of Security Life of Denver Insurance Company and its Security Life Separate Account L1, filed with the Securities and Exchange Commission on May 1, 1997 (File No. 33-74190). UNDERTAKING REGARDING INDEMNIFICATION Incorporated herein by reference to Post-Effective Amendment No. 4 to the Form S- 6 Registration Statement of Security Life of Denver Insurance Company and its Security Life Separate Account L1, filed with the Securities and Exchange Commission on May 1, 1997 (File No. 33-74190). UNDERTAKING REQUIRED BY SECTION 26(E)(2)(A) OF THE INVESTMENT COMPANY ACT OF 1940, AS AMENDED Security Life of Denver Insurance Company represents that the fees and charges deducted under the Policy, in the aggregate, are reasonable in relation to the services rendered, the expenses expected to be incurred and the risks assumed by the Company. CONTENTS OF REGISTRATION STATEMENT This Registration Statement comprises the following papers and documents: The facing sheet. Cross-Reference table. The prospectuses. (Incorporated by reference) FirstLine FirstLine II The undertaking to file reports. The undertaking regarding indemnification. The undertaking required by Section 26(e)2(A) of the Investment Company Act of 1940, as amended. The signatures. Written consents of the following persons: James L. Livingston, Jr. (See Exhibit 6A). Ernst & Young LLP (See Exhibit 7A). Sutherland Asbill & Brennan LLP (See Exhibit 7B). - -------------------------------------------------------------------------------- FirstLine II - 1 The following exhibits: 1.A (1) Resolution of the Executive Committee of the Board of Directors of Security Life of Denver Insurance Company ("Security Life of Denver") authorizing the establishment of the Registrant./6/ (2) Not Applicable. (3) (a) Security Life of Denver Distribution Agreement./6/ (i) Amendment to Security Life of Denver Insurance Company Distribution Agreement./8/ (ii) Amendment to Security Life of Denver Insurance Company Distribution Agreement./7/ (b) Specimen Broker/Dealer Supervisory and Selling Agreement for Variable Contracts with Compensation Schedule. /5/ (i) Broker/Dealer Supervisory and Selling Agreement for Variable Contracts with Paine Webber Incorporated./1/ (ii) Compensation Schedule./11/ (c) Commission Schedule for Policies. /5/ (d) Specimen Master Sales and Supervisory Agreement with Compensation Schedule./11/ (4) Not Applicable. (5) (a) Specimen Variable Universal Life Insurance Policy (Form No. 1195 (VUL)-5/97). /1/ (i) Specimen Variable Universal Life Policy issued in Massachusetts (Form No. 1195 (VUL)-MA-5/97)./1/ (ii) Specimen Variable Universal Life Policy issued in Maryland. (Form No. 1195 (VUL)- MA-5/97)./1/ (iii) Specimen Variable Universal Life Policy issued in Texas. (Form No. 1195 (VUL)-MA- 5/97)./1/ (iv) Specimen Variable Universal Life Insurance Policy (Form No. 2500 (VUL)-7/97)./2/ (v) Specimen Variable Universal Life Insurance Policy (Form No. 2502 (VUL)-6/98)./9/ (b) Adjustable Term Insurance Rider (Form No. R2000-3/96)./1/ (c) Right to Exchange Rider (Form No. R-1504)./9/ (d) Waiver of Cost of Insurance Rider (Form No. R-1505)./9/ (e) Waiver of Specified Premium Total Disability Rider (Form No. R-1506)./9/ (f) Aviation Exclusion Rider (Form No. S-9622)./9/ (g) Additional Insured Rider (Form No. R-2002)./9/ (h) Continuation of Coverage After Age 100 Endorsement./11/ (6) (a) Security Life of Denver's Restated Articles of Incorporation./6/ (b-g) Amendments to Articles of Incorporation through June 12, 1987./6/ (h) Security Life of Denver's By-Laws./6/ (i) Bylaws of Security Life of Denver Insurance Company (Restated with Amendments through September 30, 1997). /4/ (7) Not Applicable. (8) (a) Addendum to Sales Agreement./6/ (i) Participation Agreement by and among AIM Variable Insurance Funds, Inc., Life Insurance Company, on Behalf of Itself and its Separate Accounts and Name of Underwriter of Variable Contracts and Policies. /5/ (ii) Sales Agreement by and among The Alger American Fund, Fred Alger Management, Inc., and Security Life of Denver Insurance Company./6/ (iii) Sales Agreement by and among Neuberger & Berman Advisers Management Trust, Neuberger & Berman Management Incorporated, and Security Life of Denver Insurance Company./6/ (iv) Participation Agreement among Variable Insurance Products - -------------------------------------------------------------------------------- FirstLine II - 2 Fund, Fidelity Distributors Corporation and Security Life of Denver Insurance Company./6/ (v) Participation Agreement among Variable Insurance Products Fund II, Fidelity Distributors Corporation and Security Life of Denver Insurance Company./6/ (vi) Participation Agreement among INVESCO Variable Investment Funds, Inc., INVESCO Funds Group, Inc., and Security Life of Denver Insurance Company./6/ (vii) Participation Agreement between Van Eck Investment Trust and the Trust's investment adviser, Van Eck Associates Corporation, and Security Life of Denver Insurance Company./6/ (b) (i) First Amendment to Fund Participation Agreement between Security Life of Denver, Van Eck Investment Trust and Van Eck Associates Corporation. /5/ (ii) Second Amendment to Fund Participation Agreement between Security Life of Denver, Van Eck Worldwide Insurance Trust and Van Eck Associates Corporation. /5/ (iii) Assignment and Modification Agreement between Neuberger & Berman Advisers Management Trust, Neuberger & Berman Management Incorporated, Neuberger & Berman Advisers Management Trust, Advisers Managers Trust and Security Life of Denver Insurance Company. /5/ (iv) First Amendment to Participation Agreement by and among The Alger American Fund, Fred Alger Management, Inc., Security Life of Denver Insurance Company./6/ (v) First Amendment to Participation Agreement among Variable Insurance Products Fund, Fidelity Distributors Corporation and Security Life of Denver Insurance Company./6/ (vi) Second Amendment to Participation Agreement among Variable Insurance Products Fund, Fidelity Distributors Corporation and Security Life of Denver Insurance Company./6/ (vii) First Amendment to Participation Agreement among Variable Insurance Products Fund II, Fidelity Distributors Corporation and Security Life of Denver Insurance Company./6/ (viii)Second Amendment to Participation Agreement among Variable Insurance Products Fund II, Fidelity Distributors Corporation and Security Life of Denver Insurance Company./6/ (ix) First Amendment to Participation Agreement among Security Life of Denver Insurance Company, INVESCO Variable Investment Funds, Inc. and INVESCO Funds Group, Inc./6/ (x) Third Amendment to Participation Agreement among Variable Insurance Products Fund, Fidelity Distributors Corporation and Security Life of Denver Insurance Company./9/ (xi) Third Amendment to Participation Agreement among Variable Insurance Products Fund II, Fidelity Distributors Corporation and Security Life of Denver Insurance Company./9/ (xii) Fourth Amendment to Participation Agreement among Variable Insurance Products Fund, Fidelity Distributors Corporation and Security Life of Denver Insurance Company./4/ (xiii)Fourth Amendment to Participation Agreement among Variable Insurance Products Fund II, Fidelity Distributors Corporation and Security Life of Denver Insurance Company./4/ (xiv) Amendment No. 2 to Participation Agreement among AIM Variable Insurance Funds, Inc., Security Life of Denver Insurance Company and ING America Equities, Inc./4/ (xv) Fourth Amendment to Participation Agreement among Security Life of Denver Insurance Company, INVESCO Variable Investment Funds, Inc. and INVESCO Funds Group, Inc./6/ (xvi) Amendment No. 3 to Participation Agreement among AIM Variable Insurance Funds, Inc., Security Life of Denver Insurance Company and ING America Equities, Inc./6/ (xvii)Fifth Amendment to Participation Agreement among Variable Insurance Products Fund, Fidelity Distributors Corporation and Security Life of Denver Insurance Company./6/ - -------------------------------------------------------------------------------- FirstLine II - 3 (xviii)Fifth Amendment to Participation Agreement among Variable Insurance Products Fund II, Fidelity Distributors Corporation and Security Life of Denver Insurance Company./6/ (xix) Amendment No. 4 to Participation Agreement among AIM Variable Insurance Funds, Inc., Security Life of Denver Insurance Company and ING America Equities, Inc./10/ (xx) Sixth Amendment to Participation Agreement among Variable Insurance Products Fund, Fidelity Distributors Corporation and Security Life of Denver Insurance Company./10/ (xxi) Sixth Amendment to Participation Agreement among Variable Insurance Products Fund II, Fidelity Distributors Corporation and Security Life of Denver Insurance Company./10/ (xxii) Fifth Amendment to Participation Agreement among Security Life of Denver Insurance Company, INVESCO Variable Investment Funds, Inc. and INVESCO Funds Group, Inc./10/ (xxiii)Seventh Amendment to Participation Agreement among Variable Insurance Products Fund, Fidelity Distributors Corporation and Security Life of Denver Insurance Company./11/ (xxiv)Seventh Amendment to Participation Agreement among Variable Insurance Products Fund II, Fidelity Distributors Corporation and Security Life of Denver Insurance Company. (xxv) Eighth Amendment to Participation Agreement among Variable Insurance Products Fund, Fidelity Distributors Corporation and Security Life of Denver Insurance Company. (xxvi)Addendum to Fund Participation Agreement among Security Life of Denver Insurance Company, Neuberger Berman Advisers Management Trust, Advisers Managers Trust and Neuberger Berman Management Inc. (xxvii)Fund Participation Agreement between Janus Aspen Series and Security Life of Denver Insurance Company. (c)(i) Service Agreement between Fred Alger Management, Inc. and Security Life of Denver Insurance Company./6/ (ii) Expense Allocation Agreement between A I M Advisors, Inc., AIM Distributors, Inc. and Security Life of Denver./9/ (iii) Service Agreement between INVESCO Funds Group, Inc. and Security Life of Denver Insurance Company./9/ (iv) Service Agreement between Neuberger & Berman Management Incorporated and Security Life of Denver Insurance Company./9/ (v) Service Agreement between Fidelity Investments Institutional Operations Company, Inc. and Security Life of Denver Insurance Company./9/ (vi) Side Letter between Van Eck Worldwide Insurance Trust and Security Life of Denver Insurance Company./9/ (vii) Distribution and Shareholder Services Agreement between Janus Distributors, Inc. and Security Life of Denver Insurance Company. (d) Administrative Services Agreement between Security Life of Denver and Financial Administrative Services Corporation./6/ (e) Amendment to Administrative Services Agreement between Security Life of Denver and Financial Administrative Services Corporation./6/ (9) Not Applicable. (10) (a) Specimen Variable Life Insurance Application (Form No. Q-2006-9/97)./2/ (i) Variable Life Application Insert./7/ (ii) Binding Limited Life Insurance Coverage Form./9/ (iii) Automatic Telephone Privileges Sticker./9/ (iv) Variable Life Application Insert./11/ (b) Specimen Variable Life Insurance Application (Form No. Q-1155-98)./3/ - -------------------------------------------------------------------------------- FirstLine II - 4 2. Included as Exhibit 1.A(5) above. 3.A Opinion and Consent of Eugene L. Copeland as to securities being registered./6/ B Opinion and Consent of Gary W. Waggoner as to securities being registered. 4. Not Applicable. 5. Not Applicable. 6.A Opinion and Consent of James L. Livingston, Jr. 7.A Consent of Ernst & Young LLP. B Consent of Sutherland Asbill & Brennan LLP. 8. Not Applicable. 11. Issuance, Transfer and Redemption Procedures Memorandum./11/ - --------------- /1/ Incorporated herein by reference to Post-Effective Amendment No. 4 to the Form S-6 Registration Statement of Security Life of Denver Insurance Company and its Security Life Separate Account L1, filed with the Securities and Exchange Commission on April 30, 1997 (File No. 33-88148). /2/ To be used on or before May 1, 1998. /3/ To be used on or before May 1, 1998, where Exhibit 1.A(10)(a)(i) has not been approved. /4/ Incorporated herein by reference to Post-Effective Amendment No. 5 to the Form S-6 Registration Statement of Security Life of Denver Insurance Company and its Security Life Separate Account L1, filed with the Securities and Exchange Commission on October 29, 1997 (File No. 33-74190). /5/ Incorporated herein by reference to Post-Effective Amendment No. 6 to the Form S-6 Registration Statement of Security Life of Denver Insurance Company and its Security Life Separate Account L1, filed with the Securities and Exchange Commission on March 2, 1998 (File No. 33-74190). /6/ Incorporated herein by reference to Post-Effective Amendment No. 7 to the Form S-6 Registration Statement of Security Life of Denver Insurance Company and its Security Life Separate Account L1, filed with the Securities and Exchange Commission on April 27, 1998 (File No. 33-74190). /7/ Incorporated herein by reference to the Post-Effective Amendment No. 10 to the Form S-6 Registration Statement of Security Life of Denver Insurance Company and its Security Life Separate Account L1, filed with the Securities and Exchange Commission on April 23, 1999 (File No. 33-74190). /8/ Incorporated herein by reference to the Pre-Effective Amendment No. 1 to the Form S-6 Registration Statement of Security Life of Denver Insurance Company and its Security Life Separate Account L1, filed with the Securities and Exchange Commission on December 3, 1999 (File No. 333-90577). /9/ Incorporated herein by reference to the Post-Effective Amendment No. 11 to the Form S-6 Registration Statement of Security Life of Denver Insurance Company and its Security Life Separate Account L1, filed with the Securities and Exchange Commission on April 29, 1999 (File No. 33-74190). /10/ Incorporated herein by reference to the Post-Effective Amendment No. 1 to the Form S-6 Registration Statement of Security Life of Denver Insurance Company and its Security Life Separate Account L1, filed with the Securities and Exchange Commission on February 29, 2000 (File No. 333-72753). /11/ Incorporated herein by reference to the Post-Effective Amendment No. 12 to the Form S-6 Registration Statement of Security Life of Denver Insurance Company and its Security Life Separate Account L1, filed with the Securities and Exchange Commission on April 25, 2000 (File No. 33-74190). - -------------------------------------------------------------------------------- FirstLine II - 5 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, Security Life of Denver Insurance Company and the Registrant, Security Life Separate Account L1, certify that they meet all the requirements for effectiveness of this Registration Statement pursuant to Rule 485(b) under Securities Act of 1933 and have duly caused this Post-Effective Amendment No. 13 to the Registration Statement to be signed on their behalf by the undersigned, hereunto duly authorized, and their seal to be hereunto fixed and attested, all in the City and County of Denver and the State of Colorado on the 10th day of October, 2000. SECURITY LIFE OF DENVER INSURANCE COMPANY (Depositor) BY: /s/ Stephen M. Christopher --------------------------------- Stephen M. Christopher President (Seal) ATTEST: /s/ Gary W. Waggoner - ------------------------------------ Gary W. Waggoner SECURITY LIFE SEPARATE ACCOUNT L1 (Registrant) BY: SECURITY LIFE OF DENVER INSURANCE COMPANY (Depositor) BY: /s/ Stephen M. Christopher --------------------------------- Stephen M. Christopher President (Seal) ATTEST: /s/ Gary W. Waggoner - ------------------------------------ Gary W. Waggoner - -------------------------------------------------------------------------------- FirstLine II - 6 Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 13 to the Registration Statement has been signed below by the following persons in the capacities with Security Life of Denver Insurance Company and on the date indicated. PRINCIPAL EXECUTIVE OFFICERS: /s/ Stephen M. Christopher - ------------------------------------ Stephen M. Christopher President, Chief Executive Officer and Chairman /s/ James L. Livingston, Jr. - ------------------------------------ James L. Livingston, Jr. Executive Vice President, CFO and Chief Actuary PRINCIPAL ACCOUNTING OFFICER: /s/ Vice President and Controller - ------------------------------------ Shari A. Enger Vice President and Controller DIRECTORS: /s/ P. Randall Lowery - ------------------------------------ P. Randall Lowery /s/ Mark A. Tullis - ------------------------------------ Mark A. Tullis - -------------------------------------------------------------------------------- FirstLine II - 7 EXHIBIT INDEX Exhibit No. Description of Exhibit - ----------- ---------------------- 1.A(8)(b)(xxiv) Seventh Amendment to Participation Agreement among Variable Insurance Products Fund II, Fidelity Distributors Corporation and Security Life of Denver Insurance Company. 1.A(8)(b)(xxv) Eighth Amendment to Participation Agreement among Variable Insurance Products Fund, Fidelity Distributors Corporation and Security Life of Denver Insurance Company. 1.A(8)(b)(xxvi) Addendum to Fund Participation Agreement among Security Life of Denver Insurance Company, Neuberger Berman Advisers Management Trust, Advisers Managers Trust and Neuberger Berman Management Inc. 1.A(8)(b)(xxvii) Fund Participation Agreement between Janus Aspen Series and Security Life of Denver Insurance Company. 1.A(8)(c)(vii) Distribution and Shareholder Services Agreement by and between Janus Distributors, Inc. and Security Life of Denver. 3.B Opinion and Consent of Gary W. Waggoner as to securities being registered. 6.A Opinion and Consent of James L. Livingston, Jr. 7.A Consent of Ernst & Young LLP. B Consent of Sutherland Asbill & Brennan LLP. - -------------------------------------------------------------------------------- FirstLine II - 8 EX-1.A(8)(B)(XXIV) 2 vip2_7thamdt.txt FIDELITY VIP II 7TH AMDT 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/ James L. Livingston, Jr. By: /s/ Robert C. Pozen ----------------------------- ----------------------------- Name: James L. Livingston, Jr. Name: Robert C. Pozen ----------------------------- ----------------------------- Title: Executive Vice President Title: Senior Vice President ----------------------------- ----------------------------- FIDELITY DISTRIBUTORS CORPORATION By: /s/ Kevin J. Kelly ----------------------------- Name: Kevin J. Kelly ----------------------------- Title: 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 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 ---------- 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 Alger American MidCap Growth Portfolio Alger American Small Capitalization Portfolio Alger American Growth Portfolio Alger 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 Merrill Lynch Global Growth Focus Fund Index 500 Fund Balanced Capital Focus Fund Basic Value Focus Fund Small Cap Value Focus 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 SCHEDULE D Portfolios of the Fund available as funding vehicles under the Contracts: Initial Class Shares Asset Manager Portfolio Index 500 Portfolio EX-1.A(8)(B)(XXV) 3 vip_8thamdt.txt FIDELITY VIP 8TH AMDT Exhibit 1.A.(8)(b)(xxv) Eighth Amendment to Participation Agreement Security Life of Denver Insurance Company, Variable Insurance Products Fund 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 COMPANY By: /s/ James L. Livingston, Jr. By: /s/ Robert C. Pozen ----------------------------- ----------------------------- Name: James L. Livingston, Jr. Name: Robert C. Pozen ----------------------------- ----------------------------- Title: Executive Vice President Title: Sr. Vice President ----------------------------- ----------------------------- FIDELITY DISTRIBUTORS CORPORATION By: /s/ Kevin J. Kelly ----------------------------- Name: Kevin J. Kelly ----------------------------- Title: 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 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 ---------- 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 Alger American MidCap Growth Portfolio Alger American Small Capitalization Portfolio Alger American Growth Portfolio Alger 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 Merrill Lynch Global Growth Focus Fund Index 500 Fund Balanced Capital Focus Fund Basic Value Focus Fund Small Cap Value Focus 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 SCHEDULE D ---------- Portfolios of the Fund available as funding vehicles under the Contracts: Initial Class Shares Asset Manager Portfolio Index 500 Portfolio EX-1.A(8)(B)(XXVI) 4 nb_addprtagmt.txt NEUBERGER BERMAN ADDENDUM Exhibit 1.A.(8)(b)(xxvi) ADDENDUM TO FUND PARTICIPATION AGREEMENT This ADDENDUM dated as of May 1, 2000 amends the Fund Participation Agreement among Security Life of Denver Insurance Company ("Company"), Neuberger Berman Advisers Management Trust ("Trust"), Advisers Managers Trust ("Managers Trust"), and Neuberger Berman Management Inc. ("NBMI"). WHEREAS, the Company, Trust, Managers Trust, and NBMI are parties to a Fund Participation Agreement ("Agreement") pursuant to which separate accounts of the Company invest proceeds from variable annuity and/or variable life insurance policies in the one or more portfolios of the Trust ("Portfolios"); and WHEREAS, the Trust, through the Portfolios, currently invests all of its net investable assets in corresponding series of Managers Trust in a "master-feeder" structure; and WHEREAS, the Boards of Trustees of the Trust and Managers Trust have approved a transaction to eliminate the current master-feeder structure in which Trust will receive the portfolio securities held by Managers Trust in redemption of the interests of Managers Trust held by the Trust (this transaction is referred to as the "In-Kind Redemption"); and WHEREAS, the In-Kind Redemption is currently scheduled to be effected on or about May 1, 2000 (the date on which the In-Kind Redemption is effected is referred to as the "Effective Date"); and WHEREAS, upon completion of the In-Kind Redemption, the Trust will hold and invest directly in its own portfolio of securities and Managers Trust will cease investment operations and be dissolved; and WHEREAS, the parties wish to amend the Agreement to reflect the In-Kind Redemption and the elimination of the master-feeder structure. NOW THEREFORE, effective on the Effective Date, the Trust assumes all of the rights, obligations, and liabilities of Managers Trust under the Agreement. The undersigned hereby consents to the assignment described in the preceding paragraph. SECURITY LIFE OF DENVER INSURANCE COMPANY ADVISERS MANAGEMENT TRUST By: /s/ James L. Livingston, Jr. By: /s/ Michael Weiner ------------------------------------ ---------------------------- Name: James L. Livingston, Jr. Name: Michael Weiner Title: Executive Vice President Title: Vice President NEUBERGER BERMAN ADVISERS MANAGEMENT TRUST NEUBERGER BERMAN MANAGEMENT INC By: /s/ Michael Weiner By: /s/ Michael Weiner -------------------------------------- ----------------------------- Name: Michael Weiner Name: Michael Weiner Title: Vice President Title: Senior Vice President 2 EX-1.A(8)(B)(XXVII) 5 janus_prtagmt.txt JANUS PART AGMT Exhibit 1.A.(8)(b)(xxvii) JANUS ASPEN SERIES FUND PARTICIPATION AGREEMENT (SERVICE SHARES) THIS AGREEMENT is made this 1st day of October, between JANUS ASPEN SERIES, an open-end management investment company organized as a Delaware business trust (the "Trust"), and Security Life of Denver Insurance Company, a life insurance company organized under the laws of the State of Colorado (the "Company"), on its own behalf and on behalf of each segregated asset account of the Company set forth on Schedule A, as may be amended from time to time (the "Accounts"). W I T N E S S E T H: ------------------- WHEREAS, the Trust has registered with the Securities and Exchange Commission as an open-end management investment company under the Investment Company Act of 1940, as amended (the "1940 Act"), and the beneficial interest in the Trust is divided into several series of shares, each series representing an interest in a particular managed portfolio of securities and other assets (the "Portfolios"); and WHEREAS, the Trust has registered the offer and sale of a class of shares designated the Service Shares ("Shares") of each of its Portfolios under the Securities Act of 1933, as amended (the "1933 Act"); and WHEREAS, the Trust desires to act as an investment vehicle for separate accounts established for variable life insurance policies and variable annuity contracts to be offered by insurance companies that have entered into participation agreements with the Trust (the "Participating Insurance Companies"); and WHEREAS, the Trust has received an order from the Securities and Exchange Commission granting Participating Insurance Companies and their separate accounts exemptions from the provisions of Sections 9(a), 13(a), 15(a) and 15(b) of the 1940 Act, and Rules 6e-2(b)(15) and 6e-3(T)(b)(15) thereunder, to the extent necessary to permit shares of the Trust to be sold to and held by variable annuity and variable life insurance separate accounts of both affiliated and unaffiliated life insurance companies and certain qualified pension and retirement plans (the "Exemptive Order"); and WHEREAS, the Company has registered or will register (unless registration is not required under applicable law) certain variable life insurance policies and/or variable annuity contracts under the 1933 Act (the "Contracts"); and WHEREAS, the Company has registered or will register each Account as a unit investment trust under the 1940 Act or alternatively, has properly relied on the exclusion from registration in 3(c)(11), 3(c)(1) or 3(c)(7) of the 1940 Act; and -1- WHEREAS, the Company desires to utilize the Shares of one or more Portfolios as an investment vehicle of the Accounts; NOW, THEREFORE, in consideration of their mutual promises, the parties agree as follows: ARTICLE I Sale of Trust Shares -------------------- 1.1 The Trust shall make Shares of its Portfolios listed on Schedule B available to the Accounts at the net asset value next computed after receipt of such purchase order by the Trust (or its agent), as established in accordance with the provisions of the then current prospectus of the Trust. Shares of a particular Portfolio of the Trust shall be ordered in such quantities and at such times as determined by the Company to be necessary to meet the requirements of the Contracts. The Trustees of the Trust (the "Trustees") may refuse to sell Shares of any Portfolio to any person, or suspend or terminate the offering of Shares of any Portfolio if such action is required by law or by regulatory authorities having jurisdiction or is, in the sole discretion of the Trustees acting in good faith and in light of their fiduciary duties under federal and any applicable state laws, necessary in the best interests of the shareholders of such Portfolio. 1.2 The Trust will redeem any full or fractional Shares of any Portfolio when requested by the Company on behalf of an Account at the net asset value next computed after receipt by the Trust (or its agent) of the request for redemption, as established in accordance with the provisions of the then current prospectus of the Trust. The Trust shall make payment for such shares on the next business day, but in no case later than seven days except as permitted under Section 22E, with notice to the Company by 3:00 p.m. New York time, but in no event shall payment be delayed for a greater period than is permitted by the 1940 Act. 1.3 For the purposes of Sections 1.1 and 1.2, the Trust hereby appoints the Company as its agent for the limited purpose of receiving and accepting purchase and redemption orders resulting from investment in and payments under the Contracts. Receipt by the Company shall constitute receipt by the Trust provided that i) such orders are received by the Company in good order prior to the time the net asset value of each Portfolio is priced in accordance with its prospectus and ii) the Trust receives notice of such orders by 10:00 a.m. New York time on the next following Business Day. "Business Day" shall mean any day on which the New York Stock Exchange is open for trading and on which the Trust calculates its net asset value pursuant to the rules of the Securities and Exchange Commission. 1.4 Purchase orders that are transmitted to the Trust in accordance with Section 1.3 shall be paid for no later than 12:00 noon New York time on the same Business Day that the Trust receives notice of the order. Payments shall be made in federal funds transmitted by wire. -2- 1.5 Issuance and transfer of the Trust's Shares will be by book entry only. Stock certificates will not be issued to the Company or the Account. Shares ordered from the Trust will be recorded in the appropriate title for each Account or the appropriate subaccount of each Account. 1.6 The Trust shall furnish prompt notice to the Company of any income dividends or capital gain distributions payable on the Trust's Shares. The Company hereby elects to receive all such income dividends and capital gain distributions as are payable on a Portfolio's Shares in additional Shares of that Portfolio. The Trust shall notify the Company of the number of Shares so issued as payment of such dividends and distributions. 1.7 The Trust shall make the net asset value per Share for each Portfolio available to the Company on a daily basis as soon as reasonably practical after the net asset value per Share is calculated and shall use its best efforts to make such net asset value per Share available by 6 p.m. New York time. 1.8 The Trust agrees that its Shares will be sold only to Participating Insurance Companies and their separate accounts and to certain qualified pension and retirement plans to the extent permitted by the Exemptive Order. No Shares of any Portfolio will be sold directly to the general public. The Company agrees that Trust Shares will be used only for the purposes of funding the Contracts and Accounts listed in Schedule A, as amended from time to time. 1.9 The Trust agrees that all Participating Insurance Companies shall have the obligations and responsibilities regarding pass-through voting and conflicts of interest corresponding to those contained in Section 2.8 and Article IV of this Agreement. ARTICLE II Obligations of the Parties -------------------------- 2.1 The Trust shall prepare and be responsible for filing with the Securities and Exchange Commission and any state regulators requiring such filing all shareholder reports, notices, proxy materials (or similar materials such as voting instruction solicitation materials), prospectuses and statements of additional information of the Trust. The Trust shall bear the costs of registration and qualification of its shares, preparation and filing of the documents listed in this Section 2.1 and all taxes to which an issuer is subject on the issuance and transfer of its shares. 2.2 At the option of the Company, the Trust shall either (a) provide the Company (at the Company's expense) with as many copies of the Trust's Shares' current prospectus, annual report, semi-annual report and other shareholder communications, including any amendments or supplements to any of the foregoing, as the Company shall reasonably request; or (b) provide the Company with a camera ready copy of such documents in a form suitable for -3- printing. The Trust shall provide the Company with a copy of the Shares' statement of additional information in a form suitable for duplication by the Company. The Trust (at its expense) shall provide the Company with copies of any Trust-sponsored proxy materials in such quantity as the Company shall reasonably require for distribution to Contract owners. 2.3 (a) The Company shall bear the costs of printing and distributing the Trust's Shares' prospectus, statement of additional information, shareholder reports and other shareholder communications to owners of and applicants for policies for which Shares of the Trust are serving or are to serve as an investment vehicle. The Company shall bear the costs of distributing proxy materials (or similar materials such as voting solicitation instructions) to Contract owners. The Company assumes sole responsibility for ensuring that such materials are delivered to Contract owners in accordance with applicable federal and state securities laws. All expenses incident to the tabulation of the Trust's proxy materials will be paid by the Trust, except postage and other costs of distributing proxy materials which will be paid by the Company. (b) If the Company elects to include any materials provided by the Trust, specifically prospectuses, SAIs, shareholder reports and proxy materials, on its web site or in any other computer or electronic format, the Company assumes sole responsibility for maintaining such materials in the form provided by the Trust and for promptly replacing such materials with all updates provided by the Trust. 2.4 The Company agrees and acknowledges that the Trust's adviser, Janus Capital Corporation ("Janus Capital"), is the sole owner of the name and mark "Janus" and that all use of any designation comprised in whole or part of Janus (a "Janus Mark") under this Agreement shall inure to the benefit of Janus Capital. Except as provided in Section 2.5, the Company shall not use any Janus Mark on its own behalf or on behalf of the Accounts or Contracts in any registration statement, advertisement, sales literature or other materials relating to the Accounts or Contracts without the prior written consent of Janus Capital. Upon termination of this Agreement for any reason, the Company shall cease all use of any Janus Mark(s) as soon as reasonably practicable. 2.5 The Company shall furnish, or cause to be furnished, to the Trust or its designee, a copy of each Contract prospectus, statement of additional information or disclosure document in which the Trust or its investment adviser is named prior to the filing of such document with the Securities and Exchange Commission, if filing is required. The Company shall furnish, or shall cause to be furnished, to the Trust or its designee, each piece of sales literature or other promotional material in which the Trust or its investment adviser is named, at least fifteen Business Days prior to its use. No such material shall be used if the Trust or its designee reasonably objects to such use within fifteen Business Days after receipt of such material. 2.6 The Company shall not give any information or make any representations or statements on behalf of the Trust or concerning the Trust or its investment adviser in -4- connection with the sale of the Contracts other than information or representations contained in and accurately derived from the registration statement or prospectus for the Trust Shares (as such registration statement and prospectus may be amended or supplemented from time to time), reports of the Trust, Trust-sponsored proxy statements, or in sales literature or other promotional material approved by the Trust or its designee, except as required by legal process or regulatory authorities or with the written permission of the Trust or its designee. 2.7 The Trust shall not give any information or make any representations or statements on behalf of the Company or concerning the Company, the Accounts or the Contracts other than information or representations contained in and accurately derived from the registration statement, prospectus or other disclosure document for the Contracts, as applicable (as such documents may be amended or supplemented from time to time), or in materials approved by the Company for distribution including sales literature or other promotional materials, except as required by legal process or regulatory authorities or with the written permission of the Company. 2.8 The Trust shall furnish, or cause to be furnished, to the Company a copy of each piece of sales literature or other material in which the Company is named, at least fifteen business days prior to its use. No such material shall be used if the Company objects to such use within fifteen business days after receipt of such material. 2.9 So long as, and to the extent that the Securities and Exchange Commission interprets the 1940 Act to require pass-through voting privileges for variable policyowners, the Company will provide pass-through voting privileges to owners of policies whose cash values are invested, through the Accounts, in shares of the Trust. The Trust shall require all Participating Insurance Companies to calculate voting privileges in the same manner and the Company shall be responsible for assuring that the Accounts calculate voting privileges in the manner established by the Trust. With respect to each Account, the Company will vote Shares of the Trust held by the Account and for which no timely voting instructions from policyowners are received as well as Shares it owns that are held by that Account, in the same proportion as those Shares for which voting instructions are received. The Company and its agents will in no way recommend or oppose or interfere with the solicitation of proxies for Trust shares held by Contract owners without the prior written consent of the Trust, which consent may be withheld in the Trust's sole discretion. 2.10 The Company shall notify the Trust of any applicable state insurance laws that restrict the Portfolios' investments or otherwise affect the operation of the Trust and shall notify the Trust of any changes in such laws should the Company in its good faith best efforts become aware of such. -5- ARTICLE III Representations and Warranties ------------------------------ 3.1 The Company represents and warrants that it is an insurance company duly organized and in good standing under the laws of the State of Colorado and that it has legally and validly established each Account as a segregated asset account under such law on the date set forth in Schedule A. 3.2 The Company represents and warrants that each Account has been registered or, prior to any issuance or sale of the Contracts, will be registered as a unit investment trust in accordance with the provisions of the 1940 Act or alternatively, has not registered an Account in proper reliance upon the exclusion from registration in 3(c)(11), 3(c)(1) or 3(c)(7) of the 1940 Act. For its unregistered Accounts which are exempt from registration under the 1940 Act in reliance upon Section 3(c)(1) or Section 3(c)(7) thereof, the Company represents and agrees that in accordance with Section 12(d)(1)(E) of the 1940 Act: (a) the depositor of or the principal underwriter for each such unregistered Account and its subaccounts is a registered broker-dealer under the Securities and Exchange Act of 1934 (the "1934 Act"), (b) the Shares of the Portfolios of the Trust are and will continue to be the only investment securities held by the corresponding Account subaccounts; and (c) with regard to Shares of each Portfolio, the Company, on behalf of the corresponding Account subaccount will: i. vote such Shares held by it in the same proportion as the vote of all other holders of such Shares; and ii. refrain from substituting shares of another security for such Shares unless the SEC has approved such substitution in the manner provided in Section 26 of the 1940 Act. 3.3 The Company represents and warrants that the Contracts or interests in the Accounts (1) are or, prior to issuance, will be registered as securities under the 1933 Act or, alternatively (2) are not registered because they are properly exempt from registration under the 1933 Act or will be offered exclusively in transactions that are properly exempt from registration under the 1933 Act. The Company further represents and warrants that the Contracts will be issued and sold in compliance in all material respects with all applicable federal and state laws; and the sale of the Contracts shall comply in all material respects with state insurance suitability requirements. 3.4 The Trust represents and warrants that it is duly organized and validly existing under the laws of the State of Delaware. -6- 3.5 The Trust represents and warrants that the Trust Shares offered and sold pursuant to this Agreement will be registered under the 1933 Act and the Trust shall be registered under the 1940 Act prior to any issuance or sale of such Shares. The Trust shall amend its registration statement under the 1933 Act and the 1940 Act from time to time as required in order to effect the continuous offering of its Shares. The Trust shall register and qualify its Shares for sale in accordance with the laws of the various states only if and to the extent deemed advisable by the Trust. 3.6 The Trust represents and warrants that it has a board of trustees, a majority of whom are not interested persons of the Trust, which has formulated and approved each of its Rule 12b-1 Plans to finance distribution expenses of the Trust and that any changes to the Trust's Rule 12b-1 Plans will be approved by a similarly constituted board of trustees. 3.7 The Trust represents and warrants that the investments of each Portfolio will comply with the diversification requirements set forth in Section 817(h) of the Internal Revenue Code of 1986, as amended, and the rules and regulations thereunder. 3.8 The Trust represents and warrants that it is currently qualified as a Regulated Investment Company under Subchapter M of the Internal Revenue Code of 1986, as amended, and that it will make every effort to maintain such qualification (under Subchapter M or any successor or similar provision) and that it will notify the Company immediately upon having a reasonable basis for believing that it has ceased to so qualify or that it might not so qualify in the future. ARTICLE IV Potential Conflicts ------------------- 4.1 The parties acknowledge that the Trust's shares may be made available for investment to other Participating Insurance Companies. In such event, the Trustees will monitor the Trust for the existence of any material irreconcilable conflict between the interests of the contract owners of all Participating Insurance Companies. An irreconcilable material conflict may arise for a variety of reasons, including: (a) an action by any state insurance regulatory authority; (b) a change in applicable federal or state insurance, tax, or securities laws or regulations, or a public ruling, private letter ruling, no-action or interpretative letter, or any similar action by insurance, tax, or securities regulatory authorities; (c) an administrative or judicial decision in any relevant proceeding; (d) the manner in which the investments of any Portfolio are being managed; (e) a difference in voting instructions given by variable annuity contract and variable life insurance contract owners; or (f) a decision by an insurer to disregard the voting instructions of contract owners. The Trustees shall promptly inform the Company if they determine that an irreconcilable material conflict exists and the implications thereof. -7- 4.2 The Company agrees to promptly report any potential or existing conflicts of which it is aware to the Trustees. The Company will assist the Trustees in carrying out their responsibilities under the Exemptive Order by providing the Trustees with all information reasonably necessary for the Trustees to consider any issues raised including, but not limited to, information as to a decision by the Company to disregard Contract owner voting instructions. 4.3 If it is determined by a majority of the Trustees, or a majority of its disinterested Trustees, that a material irreconcilable conflict exists that affects the interests of Contract owners, the Company shall, in cooperation with other Participating Insurance Companies whose contract owners are also affected, at its expense and to the extent reasonably practicable (as determined by the Trustees) take whatever steps are necessary to remedy or eliminate the irreconcilable material conflict, which steps could include: (a) withdrawing the assets allocable to some or all of the Accounts from the Trust or any Portfolio and reinvesting such assets in a different investment medium, including (but not limited to) another Portfolio of the Trust, or submitting the question of whether or not such segregation should be implemented to a vote of all affected Contract owners and, as appropriate, segregating the assets of any appropriate group (i.e., annuity contract owners, life insurance contract owners, or variable contract owners of one or more Participating Insurance Companies) that votes in favor of such segregation, or offering to the affected Contract owners the option of making such a change; and (b) establishing a new registered management investment company or managed separate account. 4.4 If a material irreconcilable conflict arises because of a decision by the Company to disregard Contract owner voting instructions and that decision represents a minority position or would preclude a majority vote, the Company may be required, at the Trust's election, to withdraw the affected Account's investment in the Trust and terminate this Agreement with respect to such Account; provided, however that such withdrawal and termination shall be limited to the extent required by the foregoing material irreconcilable conflict as determined by a majority of the disinterested Trustees. Any such withdrawal and termination must take place within six (6) months after the Trust gives written notice that this provision is being implemented. Until the end of such six (6) month period, the Trust shall continue to accept and implement orders by the Company for the purchase and redemption of shares of the Trust. 4.5 If a material irreconcilable conflict arises because a particular state insurance regulator's decision applicable to the Company conflicts with the majority of other state regulators, then the Company will withdraw the affected Account's investment in the Trust and terminate this Agreement with respect to such Account within six (6) months after the Trustees inform the Company in writing that it has determined that such decision has created an irreconcilable material conflict; provided, however, that such withdrawal and termination shall be limited to the extent required by the foregoing material irreconcilable conflict as determined by a majority of the disinterested Trustees. Until the end of such six (6) month period, the Trust shall continue to accept and implement orders by the Company for the purchase and redemption of shares of the Trust. -8- 4.6 For purposes of Sections 4.3 through 4.6 of this Agreement, a majority of the disinterested Trustees shall determine whether any proposed action adequately remedies any irreconcilable material conflict, but in no event will the Company be required to establish a new funding medium for the Contracts if an offer to do so has been declined by vote of a majority of Contract owners materially adversely affected by the irreconcilable material conflict. In the event that the Trustees determine that any proposed action does not adequately remedy any irreconcilable material conflict, then the Company will withdraw the Account's investment in the Trust and terminate this Agreement within six (6) months after the Trustees inform the Company in writing of the foregoing determination; provided, however, that such withdrawal and termination shall be limited to the extent required by any such material irreconcilable conflict as determined by a majority of the disinterested Trustees. 4.7 The Company shall at least annually submit to the Trustees such reports, materials or data as the Trustees may reasonably request so that the Trustees may fully carry out the duties imposed upon them by the Exemptive Order, and said reports, materials and data shall be submitted more frequently if deemed appropriate by the Trustees. 4.8 If and to the extent that Rule 6e-2 and Rule 6e-3(T) are amended, or Rule 6e-3 is adopted, to provide exemptive relief from any provision of the 1940 Act or the rules promulgated thereunder with respect to mixed or shared funding (as defined in the Exemptive Order) on terms and conditions materially different from those contained in the Exemptive Order, then the Trust and/or the Participating Insurance Companies, as appropriate, shall take such steps as may be necessary to comply with Rules 6e-2 and 6e-3(T), as amended, and Rule 6e-3, as adopted, to the extent such rules are applicable. ARTICLE V Indemnification --------------- 5.1 Indemnification By the Company. The Company agrees to indemnify and hold harmless the Trust and each of its Trustees, officers, employees and agents and each person, if any, who controls the Trust within the meaning of Section 15 of the 1933 Act (collectively, the "Indemnified Parties" for purposes of this Article V) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Company) or expenses (including the reasonable costs of investigating or defending any alleged loss, claim, damage, liability or expense and reasonable legal counsel fees incurred in connection therewith) (collectively, "Losses"), to which the Indemnified Parties may become subject under any statute or regulation, or at common law or otherwise, insofar as such Losses: (a) arise out of or are based upon any untrue statements or alleged untrue statements of any material fact contained in a registration statement, prospectus or disclosure documents for the Contracts or in the Contracts themselves or in sales literature for the Trust generated or approved by the Company on behalf of the Contracts or Accounts (or any amendment or supplement to any of the foregoing) -9- (collectively, "Company Documents" for the purposes of this Article V), or arise out of or are based upon the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, provided that this indemnity shall not apply as to any Indemnified Party if such statement or omission or such alleged statement or omission was made in reliance upon and was accurately derived from written information furnished to the Company by or on behalf of the Trust for use in Company Documents or otherwise for use in connection with the sale of the Contracts or Trust Shares; or (b) arise out of or result from statements or representations (other than statements or representations contained in and accurately derived from Trust Documents as defined in Section 5.2(a)) or wrongful conduct of the Company or persons under its control, with respect to the sale or acquisition of the Contracts or Trust Shares; or (c) arise out of or result from any untrue statement or alleged untrue statement of a material fact contained in Trust Documents as defined in Section 5.2(a) or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading if such statement or omission was made in reliance upon and accurately derived from written information furnished to the Trust by or on behalf of the Company; or (d) arise out of or result from any failure by the Company to provide the services or furnish the materials required under the terms of this Agreement; or (e) arise out of or result from any material breach of any representation and/or warranty made by the Company in this Agreement or arise out of or result from any other material breach of this Agreement by the Company. 5.2 Indemnification By the Trust. The Trust agrees to indemnify and hold harmless the Company and each of its directors, officers, employees and agents and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act (collectively, the "Indemnified Parties" for purposes of this Article V) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Trust) or expenses (including the reasonable costs of investigating or defending any alleged loss, claim, damage, liability or expense and reasonable legal counsel fees incurred in connection therewith) (collectively, "Losses"), to which the Indemnified Parties may become subject under any statute or regulation, or at common law or otherwise, insofar as such Losses: (a) arise out of or are based upon any untrue statements or alleged untrue statements of any material fact contained in the registration statement or prospectus for the Trust (or any amendment or supplement thereto), (collectively, "Trust Documents" for the purposes of this Article V), or arise out of or are based upon the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, provided that this indemnity -10- shall not apply as to any Indemnified Party if such statement or omission or such alleged statement or omission was made in reliance upon and was accurately derived from written information furnished to the Trust by or on behalf of the Company for use in Trust Documents or otherwise for use in connection with the sale of the Contracts or Trust Shares; or (b) arise out of or result from statements or representations (other than statements or representations contained in and accurately derived from Company Documents) or wrongful conduct of the Trust or persons under its control, with respect to the sale or acquisition of the Contracts or Trust Shares; or (c) arise out of or result from any untrue statement or alleged untrue statement of a material fact contained in Company Documents or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading if such statement or omission was made in reliance upon and accurately derived from written information furnished to the Company by or on behalf of the Trust; or (d) arise out of or result from any failure by the Trust to provide the services or furnish the materials required under the terms of this Agreement; or (e) arise out of or result from any material breach of any representation and/or warranty made by the Trust in this Agreement or arise out of or result from any other material breach of this Agreement by the Trust. 5.3 Neither the Company nor the Trust shall be liable under the indemnification provisions of Sections 5.1 or 5.2, as applicable, with respect to any Losses incurred or assessed against an Indemnified Party that arise from such Indemnified Party's willful misfeasance, bad faith or negligence in the performance of such Indemnified Party's duties or by reason of such Indemnified Party's reckless disregard of obligations or duties under this Agreement. 5.4 Neither the Company nor the Trust shall be liable under the indemnification provisions of Sections 5.1 or 5.2, as applicable, with respect to any claim made against an Indemnified Party unless such Indemnified Party shall have notified the other party in writing within a reasonable time after the summons, or other first written notification, giving information of the nature of the claim shall have been served upon or otherwise received by such Indemnified Party (or after such Indemnified Party shall have received notice of service upon or other notification to any designated agent), but failure to notify the party against whom indemnification is sought of any such claim shall not relieve that party from any liability which it may have to the Indemnified Party in the absence of Sections 5.1 and 5.2. 5.5 In case any such action is brought against the Indemnified Parties, the indemnifying party shall be entitled to participate, at its own expense, in the defense of such action. The indemnifying party also shall be entitled to assume the defense thereof, with -11- counsel reasonably satisfactory to the party named in the action. After notice from the indemnifying party to the Indemnified Party of an election to assume such defense, the Indemnified Party shall bear the fees and expenses of any additional counsel retained by it, and the indemnifying party will not be liable to the Indemnified Party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation. ARTICLE VI Termination ----------- 6.1 This Agreement may be terminated by either party for any reason by ninety (90) days advance written notice delivered to the other party. 6.2 Notwithstanding any termination of this Agreement, the Trust shall, at the option of the Company, continue to make available additional shares of the Trust (or any Portfolio) pursuant to the terms and conditions of this Agreement for all Contracts in effect on the effective date of termination of this Agreement, provided that the Company continues to pay the costs set forth in Section 2.3. 6.3 The provisions of Article V shall survive the termination of this Agreement, and the provisions of Article IV and Section 2.8 shall survive the termination of this Agreement as long as Shares of the Trust are held on behalf of Contract owners in accordance with Section 6.2. ARTICLE VII Notices ------- Any notice shall be sufficiently given when sent by registered or certified mail to the other party at the address of such party set forth below or at such other address as such party may from time to time specify in writing to the other party. If to the Trust: Janus Aspen Series 100 Fillmore Street Denver, Colorado 80206 Attention: General Counsel -12- If to the Company: Security Life of Denver Insurance Company 1290 Broadway Denver, Colorado 80203 Attention: Variable Counsel ARTICLE VIII Miscellaneous ------------- 8.1 The captions in this Agreement are included for convenience of reference only and in no way define or delineate any of the provisions hereof or otherwise affect their construction or effect. 8.2 This Agreement may be executed simultaneously in two or more counterparts, each of which taken together shall constitute one and the same instrument. 8.3 If any provision of this Agreement shall be held or made invalid by a court decision, statute, rule or otherwise, the remainder of the Agreement shall not be affected thereby. 8.4 This Agreement shall be construed and the provisions hereof interpreted under and in accordance with the laws of State of Colorado. 8.5 The parties to this Agreement acknowledge and agree that all liabilities of the Trust arising, directly or indirectly, under this Agreement, of any and every nature whatsoever, shall be satisfied solely out of the assets of the Trust and that no Trustee, officer, agent or holder of shares of beneficial interest of the Trust shall be personally liable for any such liabilities. 8.6 Each party shall cooperate with each other party and all appropriate governmental authorities (including without limitation the Securities and Exchange Commission, the National Association of Securities Dealers, Inc., and state insurance regulators) and shall permit such authorities reasonable access to its books and records in connection with any investigation or inquiry relating to this Agreement or the transactions contemplated hereby. 8.7 The rights, remedies and obligations contained in this Agreement are cumulative and are in addition to any and all rights, remedies and obligations, at law or in equity, which the parties hereto are entitled to under state and federal laws. -13- 8.8 The parties to this Agreement acknowledge and agree that this Agreement shall not be exclusive in any respect. 8.9 Neither this Agreement nor any rights or obligations hereunder may be assigned by either party without the prior written approval of the other party. 8.10 No provisions of this Agreement may be amended or modified in any manner except by a written agreement properly authorized and executed by both parties. IN WITNESS WHEREOF, the parties have caused their duly authorized officers to execute this Participation Agreement as of the date and year first above written. JANUS ASPEN SERIES By: ---------------------------------------- Name: -------------------------------------- Title: ------------------------------------- SECURITY LIFE OF DENVER INSURANCE COMPANY By: ---------------------------------------- Name: James L. Livingston, Jr. -------------------------------------- Title: Executive Vice President ------------------------------------- -14- Schedule A Separate Accounts and Associated Contracts ------------------------------------------ Contracts Funded Name of Separate Account By Separate Account - ------------------------ ------------------- 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 Estate Designer Variable Universal Life (Joint and Survivor Flexible Premium Variable Life Insurance) -15- Schedule B List of Portfolios ------------------ Name of Portfolio - ----------------- All Portfolios of Janus Aspen Series open to new investors (as set forth in the current prospectus of Janus Aspen Series) except Global Technology Portfolio and Global Life Sciences Portfolio. -16- EX-1.A(8)(C)(VII) 6 janus_svcagmt.txt JANUS SVC AGMT Exhibit 1.A.(8)(c)(vii) DISTRIBUTION AND SHAREHOLDER SERVICES AGREEMENT SERVICE SHARES OF JANUS ASPEN SERIES (for Insurance Companies) This Agreement is made as of October 1, 2000, by and between Janus Distributors, Inc. (the "Distributor"), a Colorado corporation, and Security Life of Denver Insurance Company (the "Company"), a Colorado corporation. RECITALS -------- A. The Company has entered into a participation agreement dated _______________ with Janus Aspen Series (the "Trust"), an open-end investment company registered under the Investment Company Act of 1940 (the "1940 Act") with respect to the purchase of a class of shares designated "Service Shares" of one or more series of the Trust (each a "Portfolio") by certain separate accounts of the Company ("Accounts"). B. The Distributor serves as the distributor to Service Shares. C. The Company desires to provide certain distribution and shareholder services to owners ("Contract Owners") of variable life insurance policies or variable annuity contracts ("Contracts") in connection with their allocation of contract values in the Service Shares of the Portfolios and Distributor desires Company to provide such services, subject to the conditions of this Agreement. D. Pursuant to Rule 12b-1 under the 1940 Act, the Service Shares of each Portfolio have adopted a Distribution and Shareholder Servicing Plan (the "12b-1 Plan") which, among other things, authorizes the Distributor to enter into this Agreement with organizations such as Company and to compensate such organizations out of each Portfolio's average daily net assets attributable to the Service Shares. AGREEMENT --------- 1. Services of Company (a) The Company shall provide any combination of the following support services, as agreed upon by the parties from time to time, to Contract Owners who allocate contract values to the Service Shares of the Portfolios: delivering prospectuses, statements of additional information, shareholder reports, proxy statements and marketing materials to prospective and existing Contract Owners; providing educational materials regarding the Service Shares; providing facilities to answer questions from prospective and existing Contract Owners about the Portfolios; receiving and answering correspondence; complying with federal and state securities laws pertaining to the sale of Service Shares; assisting Contract Owners in completing application forms - 1 - and selecting account options; and providing Contract Owner record-keeping and similar administrative services. (b) The Company will provide such office space and equipment, telephone facilities, and personnel as may be reasonably necessary or beneficial in order to provide such services to Contract Owners. (c) The Company will furnish to the Distributor, the Trust or their designees such information as the Distributor may reasonably request, and will otherwise cooperate with the Distributor in the preparation of reports to the Trust's Board of Trustees concerning this Agreement, as well as any other reports or filings that may be required by law. 2. Indemnification. The Company shall indemnify Distributor, the Trust, and their affiliates, directors, trustees, employees and shareholders for any loss (including without limitation, litigation costs and expenses and attorneys' and experts' fees) directly resulting from Company's negligent or willful act, omission or error, or Company's breach of this Agreement. Such indemnification shall survive termination of the Agreement. 3. Maintenance of Records. The Company shall maintain and preserve all records as required by law to be maintained and preserved in connection with providing the services herein. Upon the reasonable request of Distributor or the Trust, Company shall provide Distributor, the Trust or the representative of either, copies of all such records. 4. Fees. In consideration of Company's performance of the services described in this Agreement, Distributor shall pay to the Company a monthly fee ("Distribution Fee") calculated as follows: the average aggregate amount invested in each month in the Service Shares of each Portfolio by the Accounts is multiplied by a pro-rata fee factor. The pro-rata fee factor is calculated by: (a) dividing the per annum factor set forth on Exhibit A for the Service Shares of each Portfolio by the number of days in the applicable year, and (b) multiplying the result by the actual number of days in the applicable month. The average aggregate amount invested over a one-month period shall be computed by totaling the aggregate investment by the Accounts (share net asset value multiplied by total number of shares held) on each calendar day during the month and dividing by the total number of calendar days during such month. Distributor will calculate the fee at the end of each month and will make such reimbursement to the Company. The reimbursement check will be accompanied by a statement showing the calculation of the monthly amounts payable by Distributor and such other supporting data as may be reasonably requested by the Company. - 2 - 5. Representations, Warranties and Agreements. The Company represents, warrants, and covenants that: (a) It and its employees and agents meet the requirements of applicable law, including but not limited to federal and state securities law and state insurance law, for the performance of services contemplated herein; (b) It will not purchase Service Shares with Account assets derived from tax-qualified retirement plans except indirectly, through Contracts purchased in connection with such plans and the Service Fee does not include any payment to the Company that is prohibited under the Employee Retirement Income Securities Act of 1974 ("ERISA") with respect to any assets of a Contract Owner invested in a Contract using the Portfolios as investment vehicles; (c) If required by applicable law, the Company will disclose to each Contract Owner the existence of the Distribution Fee received by the Company pursuant to this Agreement in a form consistent with the requirements of applicable law. 6. Termination. (a) Unless sooner terminated with respect to any Portfolio, this Agreement will continue with respect to a Portfolio only if the continuance of a form of this Agreement is specifically approved at least annually by the vote of a majority of the members of the Board of Trustees of the Trust who are not "interested persons" (as such term is defined in the 1940 Act) and who have no direct or indirect financial interest in the 12b-1 Plan relating to such Portfolio or any agreement relating to such 12b-1 Plan, including this Agreement, cast in person at a meeting called for the purpose of voting on such approval. (b) This Agreement will automatically terminate with respect to a Portfolio in the event of its assignment (as such term is defined in the 1940 Act) with respect to such Portfolio. This Agreement may be terminated with respect to any Portfolio by the Distributor or by the Company, without penalty, upon 60 days' prior written notice to the other party. This Agreement may also be terminated with respect to any Portfolio at any time without penalty by the vote of a majority of the members of the Board of Trustees of the Trust who are not "interested persons" (as such term is defined in the 1940 Act) and who have no direct or indirect financial interest in the 12b-1 Plan relating to such Portfolio or any agreement relating to such Plan, including this Agreement, or by a vote of a majority of the Service Shares of such Portfolio on 60 days' written notice. (c) In addition, either party may terminate this Agreement immediately if at any time it is determined by any federal or state regulatory authority that compensation to be paid under this Agreement is in violation of or inconsistent with any federal or state law. - 3 - 7. Miscellaneous. (a) No modification of any provision of this Agreement will be binding unless in writing and executed by the parties. No waiver of any provision of this Agreement will be binding unless in writing and executed by the party granting such waiver. (b) This Agreement shall be binding upon and shall inure to the benefit of the parties and their respective successors and assigns; provided, however that neither this Agreement nor any rights, privileges, duties, or obligations of the parties may be assigned by either party without the written consent of the other party or as expressly contemplated by this Agreement. (c) This Agreement shall be governed by and interpreted in accordance with the laws of the State of Colorado, exclusive of conflicts of laws. (d) This Agreement may be executed in several counterparts, each of which shall be an original but all of which together shall constitute one and the same instrument. JANUS DISTRIBUTORS, INC. SECURITY LIFE OF DENVER INSURANCE COMPANY By: By: ------------------------------- ------------------------------- Name: Kelley Abbott Howes Name: James L. Livingston, Jr. ---------------------------- ----------------------------- Title: Vice President Title: Executive Vice President ---------------------------- ---------------------------- - 4 - EXHIBIT A TO DISTRIBUTION AND SHAREHOLDER SERVICES AGREEMENT Name of Portfolio Fee Factor* ----------------- ---------- All Portfolios of Janus Aspen Series 0.25% (Service Shares) *Shall not exceed 0.25% - 5 - EX-3.B 7 waggoner.txt WAGGONER OPINION EXHIBIT 3.B [logo of Security Life appears here] October 10, 2000 Security Life of Denver Insurance Company Security Life Center 1290 Broadway Denver, Colorado 80203-5699 Dear Sirs: This opinion is furnished in connection with the Form S-6 Registration Statement being filed by Security Life of Denver Insurance Company ("Security Life") under the Securities Act of 1933, as amended (the "Act"), for the offering of interests ("Interests") in Security Life Separate Account L1 ("Separate Account L1") under the Flexible Premium Variable Life Insurance Policies ("Policies") to be issued by Security Life. The securities being registered under the Act are to be offered in the manner described in the Registration Statement. I have examined or supervised the examination of all such corporate records of Security Life and such other documents and such laws as I consider appropriate as a basis for the opinion hereinafter expressed. On the basis of such examination, it is my opinion that: 1. Security Life is a corporation duly organized and validly existing under the laws of the State of Colorado. 2. Separate Account L1 was duly created as a separate investment account of Security Life pursuant to the laws of the State of Colorado. 3. The assets of Separate Account L1 will be owned by Security Life. Under Colorado law and the provisions of the Policies, the income, gains and losses, whether or not realized, from assets allocated to Separate Account L1 must be credited to or charged against such Account, without regard to the other income, gains or losses of Security Life. 4. The Policies provide that the assets of Separate Account L1 may not be charged with liabilities arising out of any other business Security Life may conduct, except to the extent that assets of Separate Account L1 exceed its liabilities arising under the Policies. October 10, 2000 Page 2 5. The Policies and the Interests in Separate Account L1 to be issued under the Policies have been duly authorized by Security Life; and the Policies, including the Interests therein, when issued and delivered, will constitute validly issued and binding obligations of Security Life in accordance with their terms. I hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the use of my name under the caption "Legal Matters" in the Prospectus contained in the Registration Statement. Very truly yours, /s/ Gary W. Waggoner Gary W. Waggoner Vice President, Counsel and Corporate Secretary EX-6.A 8 fl_livingston.txt LIVINGSTON OPINION EXHIBIT 6.A [letterhead of Security Life here] October 10, 2000 Security Life of Denver Insurance Company 1290 Broadway Denver, CO 80203-5699 Re: Security Life Separate Account L1 Post-Effective Amendment No. 13; SEC File No. 33-74190 Gentlemen: In my capacity as Executive Vice President, CFO and Chief Actuary of Security Life of Denver Insurance Company ("Security Life"), I have provided actuarial advice concerning: The preparation of Post-Effective Amendment No. 13 to the Registration Statement on Form S-6 (File No. 33-74190) to be filed by Security Life and its Security Life Separate Account L1 (the "Separate Account") with the Securities and Exchange Commission ("SEC") under the Securities Act of 1933 with respect to the FirstLine/FirstLine II variable universal life insurance policies; and The preparation of the policy forms for the FirstLine/FirstLine II variable universal life insurance policies described in Post-Effective Amendment No. 13 (the "Policies"). It is my professional opinion that 1. The aggregate fees and charges under the Policies are reasonable in relation to the services rendered the expenses expected to be incurred and the risks assumed by Security Life. 2. The illustrations of death benefits, account value, cash surrender value, and total premiums paid plus interest at 5 percent shown in the Prospectus, based on the assumptions stated in the illustration are consistent with the provisions of the Policies. The rate structures of the Policies have not been designed so as to make the relationship between premiums and benefits, as shown in the illustrations included, appear to be correspondingly more favorable to prospective buyers than other illustrations which could have been provided at other combinations of ages, sex of the insured, death benefit option and amount, definition of life insurance test, premium class, and premium amounts. Insureds of other premium classes may have higher costs of insurance charges. 3. All other numerical examples shown in the Prospectus are consistent with the Policies and our other practices, and have not been designed to appear more favorable to prospective buyers than other examples which could have been provided. I hereby consent to the filing of this opinion as an Exhibit to Post-Effective Amendment No. 13 to the Registration Statement and the use of my name under the heading "Experts" in the Prospectus. Sincerely, /s/ James L. Livingston, Jr. James L. Livingston, Jr., F.S.A., M.A.A.A. JLL:tls EX-7.A 9 fl_eycnsnt.txt ERNST AND YOUNG CONSENT Exhibit 7.A Consent of Independent Auditors We consent to the reference to our firm under the captions "Experts" and "Financial Statements" and to the use of our reports dated April 7, 2000 and April 14, 2000 (with respect to the financial statements of Security Life Separate Account L1 and the consolidated financial statements of Security Life of Denver Insurance Company and Subsidiaries, respectively), in Post-Effective Amendment No. 13 to the Registration Statement (Form S-6 No. 33-74190) and related Prospectus of Security Life of Denver Insurance Company and Security Life Separate Account L1 dated May 1, 2000. /s/ ERNST & YOUNG LLP Denver, Colorado October 13, 2000 EX-7.B 10 fl_sabcnsnt.txt SAB CONSENT Exhibit 7.B [SUTHERLAND ASBILL & BRENNAN LLP] CONSENT OF SUTHERLAND ASBILL & BRENNAN LLP We consent to the reference to our firm in each of the prospectuses included in Post-Effective Amendment No. 13 to the Registration Statement on Form S-6 for Security Life Separate Account L1 (File No. 33-74190). In giving this consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act of 1933. SUTHERLAND ASBILL & BRENNAN LLP By: /s/ Kimberly J. Smith ------------------------------ Kimberly J. Smith Washington, D.C. October 12, 2000 -----END PRIVACY-ENHANCED MESSAGE-----