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