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.
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
The following information is added to the "Investment Portfolio Annual Expenses"
on pages 7 - 8:
<TABLE>
<CAPTION>
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/
<S> <C> <C> <C> <C> <C> <C>
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%
</TABLE>
----------------------------
/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:
<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------------------------
INVESTMENT PORTFOLIO OBJECTIVES
---------------------------------- -------------------------------- -----------------------------------------------------------
Variable Investment Option Investment Company/ Adviser/ Investment Objective
Manager/ Sub-Adviser
---------------------------------- -------------------------------- -----------------------------------------------------------
<S> <C> <C>
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.
---------------------------------- -------------------------------- -----------------------------------------------------------
</TABLE>
FirstLine Page 2 of 3
<PAGE>
<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------------------------
INVESTMENT PORTFOLIO OBJECTIVES
---------------------------------- -------------------------------- -----------------------------------------------------------
Variable Investment Option Investment Company/ Adviser/ Investment Objective
Manager/ Sub-Adviser
---------------------------------- -------------------------------- -----------------------------------------------------------
<S> <C> <C>
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.
---------------------------------- -------------------------------- -----------------------------------------------------------
</TABLE>
* * * * * * * * * * * * * * * * *
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
<PAGE>
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
<PAGE>
The following information is added to the "Investment Portfolio Annual Expenses"
on pages 7 - 8:
<TABLE>
<CAPTION>
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/
<S> <C> <C> <C> <C> <C> <C>
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%
</TABLE>
----------------------------
/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:
<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------------------------
INVESTMENT PORTFOLIO OBJECTIVES
---------------------------------- -------------------------------- -----------------------------------------------------------
Variable Investment Option Investment Company/ Adviser/ Investment Objective
Manager/ Sub-Adviser
---------------------------------- -------------------------------- -----------------------------------------------------------
<S> <C> <C>
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.
---------------------------------- -------------------------------- -----------------------------------------------------------
</TABLE>
FirstLine II Page 2 of 3
<PAGE>
<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------------------------
INVESTMENT PORTFOLIO OBJECTIVES
---------------------------------- -------------------------------- -----------------------------------------------------------
Variable Investment Option Investment Company/ Adviser/ Investment Objective
Manager/ Sub-Adviser
---------------------------------- -------------------------------- -----------------------------------------------------------
<S> <C> <C>
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.
---------------------------------- -------------------------------- -----------------------------------------------------------
</TABLE>
* * * * * * * * * * * * * * * * *
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
<PAGE>
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.
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
(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
<PAGE>
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).
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<PAGE>
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
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<PAGE>
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
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<PAGE>
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.
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