SECURITY LIFE SEPARATE ACCOUNT A1
497, 1998-11-16
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               SUPPLEMENT DATED NOVEMBER 16, 1998, TO
                  THE PROSPECTUS DATED MAY 1, 1998
                   THE EXCHEQUER VARIABLE ANNUITY
              A FLEXIBLE PREMIUM DEFERRED COMBINATION 
                 FIXED AND VARIABLE ANNUITY CONTRACT
                              ISSUED BY
              SECURITY LIFE OF DENVER INSURANCE COMPANY
                                AND
                  SECURITY LIFE SEPARATE ACCOUNT A1

THIS SUPPLEMENT UPDATES CERTAIN INFORMATION CONTAINED IN YOUR PROSPECTUS.  
PLEASE READ IT CAREFULLY AND KEEP IT WITH YOUR PROSPECTUS FOR FUTURE 
REFERENCE.

The address of the Customer Service Center found on pages 2 and 51 is deleted 
and replaced as follows:
          Security Life of Denver
          Customer Service Center
          P.O. Box 11520
          Church Street Station
          New York, NY   10286-1520
          (800) 933-5858

The first sentence in the "Customer Service Center" section on page 18 is 
deleted and replaced as follows:

     Golden American Life Insurance Company and its affiliates provide 
     administrative services for Security Life at our Customer Service Center 
     at P.O. Box 11520, Church Street Station, New York, NY  10286-1520.

The investment limitation of a maximum of 18 Divisions of the Variable 
Account over the lifetime of the Contract is deleted.  References to this 
investment limitation in the Prospectus found on pages 1, 13, 18 and 23 are
deleted.

The partial withdrawal transaction charge is deleted.  References in the 
Prospectus to the partial withdrawal transaction charge found on pages 9, 14, 
28, 29, 34, 46 and 57 are deleted.

The last sentence in the second paragraph in the "Dollar Cost Averaging" 
section on page 23 is deleted.

The second sentence in the last paragraph in the "Dollar Cost Averaging" 
section on page 23 is deleted.
The last paragraph in the "Dollar Cost Averaging" section on page 24 is 
deleted and replaced as follows:

     You may make changes to your Dollar Cost Averaging options by telephoning
     our Customer Service Center.  See Telephone Privileges, page 33.

<PAGE>
The "Automatic Rebalancing" section on Page 24 is hereby deleted and replaced 
as follows:

     AUTOMATIC REBALANCING

     The Automatic Rebalancing feature provides a method for maintaining a
     balanced approach to investing your Accumulation Value and simplifying 
     the process of asset allocation over time.  There is no charge for this
     feature.  Any transfers as a result of the operation of this feature are
     not counted toward the limit of 12 transfers per Contract Year for 
     purposes of the Excess Transfer Charge.

     When you apply for the Contract, or at any subsequent time during the 
     Accumulation Period, you may elect Automatic Rebalancing by electing
     this feature on the application or notifying us in writing or by
     telephone.  Automatic Rebalancing allows you to match your Variable
     Division Accumulation Value allocations over time with the allocation
     percentages you have selected.  Automatic Rebalancing will take place on
     the last Valuation Date of each calendar quarter.  We will automatically
     reallocate the amounts in each of the Variable Divisions to match your 
     allocation percentages.  This will rebalance any Variable Division
     Accumulation Values that may be out of line with the allocation
     percentages you initially indicated.  Automatic Rebalancing allocations
     may not include an allocation to the Guaranteed Interest Division.
     Automatic Rebalancing allocations may contain up to two (2) decimal
     places, e.g. 33.33%, and must sum to 100%.  No less than 1% may be 
     allocated to any one (1) division.

     If you elect this feature, on each rebalancing date we will transfer
     amounts among the Variable Divisions so that the ratio of your Division
     Accumulation Value in each Variable Division to your total Accumulation
     Value in all Variable Divisions matches your selected allocation 
     percentage for that Division.

     If you elect Automatic Rebalancing with your application, the first
     transfer will occur on the next rebalancing date after the Free Look
     Period has ended.  If you elect this feature after the Contract Date,
     the first transfer will be processed on the next rebalancing date after
     we receive the notification at our Customer Service Center and the Free
     Look Period has ended.
     You may change the allocation percentages for Automatic Rebalancing at
     any time and your Accumulation Value will be reallocated as of the
     Valuation Date that we receive your allocation instructions at our
     Customer Service Center.

     Automatic Rebalancing may be terminated at any time, so long as we
     receive written notice of the termination at least seven days prior to
     the next rebalancing date.

     If you elect both Automatic Rebalancing and Dollar Cost Averaging,
     Dollar Cost Averaging will take place first.  After Dollar Cost
     Averaging has terminated, Automatic Rebalancing will begin.

     You may make changes to your Automatic Rebalancing options by telephoning
     our Customer Service Center.  See Telephone Privileges, page 33.

<PAGE>
The last paragraph in the "Your Right to Transfer Among Divisions" section on 
page 28 is deleted and replaced as follows:

     You may make transfers by telephoning our Customer Service Center or by 
     completing the Transfer and Allocation Change Form.  See Telephone 
     Privileges, page 33.

The first sentence of the first paragraph on page 29 in the "Partial 
Withdrawals" section is deleted and replaced as follows:

     You may request a partial withdrawal by telephoning or writing our
     Customer Service Center.

The first paragraph in the "Telephone Privileges" section on page 33 is 
deleted and replaced as follows:

     You may make transfers, changes in your Dollar Cost Averaging and
     Automatic Rebalancing options, or request partial withdrawals by
     telephoning our Customer Service Center.

The third sentence in the second paragraph in the "Telephone Privileges" 
section is deleted.

The third paragraph in the "Surrender Charge" section found on page 34 is 
deleted and replaced as follows:

     Any applicable surrender charges will be deducted from the Accumulation
     Value in proportion to the Accumulation Value in each Division from
     which the partial withdrawal was taken.  In instances where the partial
     withdrawal equals the entire Accumulation Value in each such Division,
     charges will be deducted proportionately from all of the Divisions in
     which you invested.

The third sentence in the "Excess Transfer Charge" section found on page 34 
is deleted and replaced as follows:

     The charge will be deducted from each Division from which the transfer 
     is made in proportion to the amount transferred from each Division.

The second sentence in the "Combination Annuity Payout" section on page 37 is 
deleted and replaced as follows:

     You can split the Proceeds among Fixed and Variable Annuity Payouts in 
     any proportion you choose, with the exception that a minimum of 25% must
     be allocated to each option you elect as of the Supplementary Contract
     Effective Date.


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