AMENDMENT TO THE M FUND, INC. FUND PARTICIPATION AGREEMENT
Exhibit 1.A(8)(b)(xxxiv)
AMENDMENT TO THE M FUND, INC.
FUND PARTICIPATION AGREEMENT
This Amendment, dated as of February 1, 2001, amends the Fund Participation Agreement, dated December 1, 2000, as amended (the "Agreement"), among Security Life of Denver Insurance Company ("Company"), M Fund, Inc. ("Fund") and M Financial Investment Advisers, Inc. ("Adviser").
WHEREAS, the parties desire to amend the Agreement to clarify that the Fund may be used as a funding vehicle for both registered and unregistered variable contracts offered by Company through separate accounts of Company; and to add additional contracts to be purchased by the separate accounts;
NOW, THEREFORE, in consideration of the promises and mutual covenants hereinafter contained, the parties agree as follows:
1. Section 1.11 of Article I "Additional Definitions" is hereby deleted and replaced as follows:
| 1.11 | "Disclosure Documents" with respect to the Fund shares and certain Products offered by the Company, each version of the definitive documents or supplements issued by the Company or filed with the SEC. Includes, but is not limited to: private placement memorandum, prospectus and statement of additional information. |
2. The following provisions of Article IV, "Filings, Information and Expenses" are modified as follows:
| 4.5. | "Private placement memoranda" is hereby replaced with "disclosure documents." | |
| 4.6(b) | (i) The word "State" is hereby deleted.
(ii) To the end of this provision is added the following: "and filing with regulatory authorities as and if appropriate." | |
| 4.8. | The parenthetical "(private placement memoranda)" is hereby deleted. |
3. The following provisions of Article VII, "Potential Conflicts" are hereby modified as follows:
| 7.1. | "Contracts Private Offering Memorandum" is hereby replaced with "disclosure document." | |
| 7.3. | (a) "[E]xemptive order" is replaced with "the Contracts."
b) "[T]he conditions of the Exemptive Order" is replaced with "federal and state law or of the Exemptive Order." |
4. Schedules 1 and 2 to the Agreement are replaced by the attached.
5. Except as modified hereby, all other terms and conditions of the Agreement shall remain in full force and effect.
| M FUND, INC.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Title: President |
M FINANCIAL INVESTMENT
ADVISERS INC.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Title: President |
| SECURITY LIFE OF DENVER
INSURANCE COMPANY By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇, ▇▇. Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇, ▇▇. Title: Executive Vice President |
Schedule 1 - Amendment
Effective as of May 1, 2001, the following separate accounts of the Company and Contracts are hereby added to this Schedule 1 and made subject to the Agreement:
| Name on Account | Type of Product Supported by Account | Name of Product |
| Security Life Separate Account M1 | Variable Universal Life | Magnastar |
| Security Life Separate Account L1 | Variable Universal Life | FirstLine |
| Security Life Separate Account L1 | Variable Universal Life | FirstLine II |
| Security Life Separate Account L1 | Variable Universal Life | Strategic Advantage II |
| Security Life Separate Account L1 | Variable Universal Life | Asset Portfolio Manager |
| Security Life Separate Account L1 | Variable Universal Life | Variable Survivorship |
| Security Life Separate Account L1 | Variable Universal Life | Estate Designer |
| Security Life Separate Account L1 | Variable Universal Life | Corporate Benefits |
IN WITNESS WHEREOF, the Fund, the Adviser, and the Company hereby amend this Schedule 1 in accordance with Article XI of the Agreement.
| M FUND, INC.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Title: President | SECURITY LIFE OF DENVER
INSURANCE COMPANY By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇, ▇▇. Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇, ▇▇. Title: Executive Vice President |
| M FINANCIAL INVESTMENT
ADVISERS INC.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Title: President | |
Schedule 2 - Amendment
Effective as of May 1, 2001, this Schedule 2 is hereby amended to reflect the following changes in Fund Series and other funding vehicles:
Contract Marketing Name:
Magnastar Variable Universal Life
FirstLine Variable Universal Life
FirstLine II Variable Universal Life
Strategic Advantage II Variable Universal Life
Asset Portfolio Manager Variable Universal Life
Variable Survivorship Universal Life
Estate Designer Variable Universal Life
Corporate Benefits Variable Universal Life
M Fund, Inc. Fund Series:
▇▇▇▇▇▇▇ International Equity Fund
▇▇▇▇▇▇▇ Enhanced U.S. Equity Fund
Frontier Capital Appreciation Fund
▇▇▇▇▇▇ Core Growth Fund
Other Funding Vehicles:
AIM Variable Insurance Funds
The ▇▇▇▇▇ American Fund
Fidelity Variable Insurance Products Fund (I&II)
The GCG Trust
INVESCO Variable Investment Funds, Inc.
Janus Aspen Series
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Advisers Management Trust
▇▇▇ ▇▇▇ Worldwide Insurance Trust
IN WITNESS WHEREOF, the Fund, the Adviser, and the Company hereby amend this Schedule 2 in accordance with Article XI of the Agreement.
| M FUND, INC.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Title: President | SECURITY LIFE OF DENVER
INSURANCE COMPANY By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇, ▇▇. Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇, ▇▇. Title: Executive Vice President |
| M FINANCIAL INVESTMENT
ADVISERS INC.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Title: President | |