EXHIBIT h(7)(i)

              AMENDMENT TO ADMINISTRATIVE AND SHAREHOLDER SERVICES
                                    AGREEMENT

         THIS AGREEMENT is made by and between Security Life of Denver Insurance
Company (the "Company"), a life insurance company organized under the laws of
the State of Colorado and ING Funds Services, LLC (the "Administrator"), a
limited liability company organized under the laws of the State of Delaware,
collectively, "the Parties".

         WHEREAS, the Parties executed an Administrative and Shareholder
Services agreement dated May 1,2001 (the "Administrative and Shareholder
Services Agreement"), between Security Life of Denver Insurance Company and ING
Fund Services, LLC.

         WHEREAS, effective on March 1, 2002, ING Pilgrim Group, LLC and Pilgrim
Variable Products Trust ("the Trust) have amended their corporate entity names
to ING Funds Services, LLC and ING Variable Products Trust, respectively.

         WHEREAS, the name of the "Pilgrim Variable Products Trust" series, as
listed on Schedule A of the Administrative and Shareholder Services Agreement,
has been changed to "ING Variable Products Trust". As a result, the names of the
Portfolios have also been amended. Pilgrim VP MagnaCap Portfolio has changed to
ING VP MagnaCap Portfolio, Pilgrim VP Research Enhanced Index Portfolio has been
changed to ING VP Research Enhanced Index Portfolio, Pilgrim VP Growth
Opportunities Portfolio has been changed to ING VP Growth Opportunities
Portfolio, Pilgrim VP MidCap Opportunities Portfolio has been changed to ING VP
MidCap Opportunities Portfolio, Pilgrim VP Growth + Value Portfolio has been
changed to ING VP Growth + Value Portfolio, Pilgrim VP SmallCap Opportunities
Portfolio has been changed to ING VP SmallCap Opportunities Portfolio, Pilgrim
VP International Value Portfolio has been changed to ING VP International Value
Portfolio, and Pilgrim VP High Yield Bond Portfolio has been changed to ING VP
High Yield Bond Portfolio.

         NOW, THEREFORE, in consideration of their mutual promises, the Parties
agree as follows:

         The Administrative and Shareholder Services Agreement is hereby amended
to reflect the current corporate entity and series names.

         FURTHER, the Administrative and Shareholder Services Agreement is
hereby amended by substituting for the current Schedule A an amended Schedule A
in the form attached hereto.

Executed this 30 day of August 2002.



                          SECURITY LIFE OF DENVER INSURANCE COMPANY
                          BY ITS AUTHORIZED OFFICER,

                          /s/ Lawrence D. Taylor
                          ------------------------------------------------------
                          NAME: Lawrence D. Taylor
                          TITLE: Senior Vice President, Product Management Group

                          ING FUNDS SERVICES, LLC
                          BY ITS AUTHORIZED OFFICER,

                          /s/ Michael J. Roland
                          ------------------------------------------------------
                          NAME: Michael J. Roland
                          TITLE: Executive V.P.



                          Schedule A for Class R Shares

                           ING VARIABLE PRODUCTS TRUST



Annual Rate                   Portfolios
-----------                   ----------
                  
   0.375%            ING VP MagnaCap Portfolio

   0.275%            ING VP Research Enhanced Index Portfolio

   0.375%            ING VP Growth Opportunities Portfolio

   0.375%            ING VP MidCap Opportunities Portfolio

    0.20%            ING VP Growth + Value Portfolio

   0.375%            ING VP SmallCap Opportunities Portfolio

    0.25%            ING VP International Value Portfolio

   0.375%            ING VP High Yield Bond Portfolio


Schedule dated: May 1, 2001